2022 Annual Report

31 March 2022
ANNUAL
REPORT
Cooks Coffee Company
(Formerly Cooks Global Foods Limited)

COOKS COFFEE COMPANY LIMITED

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Contents


Contents 1
Executive Chairman’s Report 2
Director’s Report 13
Auditors’ Report 15
Consolidated Statement of Profit or Loss and Other Comprehensive Income
19
Consolidated Statement of Changes in Equity 20
Consolidated Statement of Financial Position 21
Notes to the Consolidated Financial Statements 23
Statutory Information and Corporate Governance 68
Company Directory 82


C O O K S C O F F E E
C O M P A N Y L I M I T E D
( f o r m e r l y C o o k s G l o b a l F o o d s
L i m i t e d )

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Executive Chairman’s Report
RESILIENT RECOVERY FROM COVID RESTRICTIONS
SUMMARY
During the last 2 years our teams have coped incredibly well with
unprecedented and rapidly changing conditions. Our objectives at the
beginning of the FY22 year was to prove that we could cope with the crisis
and emerge both stronger and better as a business.
Our results for FY22 and the achievements of the business at all levels show
that we have achieved both those goals and that we are building a solid
platform for future growth. Along with all Directors I would like to take this
opportunity to acknowledge the work done by our staff, franchisees and key
business partners in rising to the challenges in such a positive manner.
We are planning for a full year of “normal” trading in all core markets and
are confident that the positive trends that are evident in the FY22
performance will continue into FY23 and beyond.
• The Operating Profit for Continuing Operations was $0.233m, an
improvement of $1.96m on the prior year loss of $1.727m
• The loss of $0.09 million for continuing business is a $2.339m
improvement on a loss of $2.539m in the previous period. This
turnaround is a result of the combination of the recovery in café sales
particularly in the UK as government restrictions eased, the recovery in
the new store opening program and a full year input of the Triple Two
Coffee chain acquisition plus the benefits of prior restructuring,
reduction of costs and a balance sheet restructuring.
• EBITDA for the year for continuing operations was $0.841m, an
improvement of $1.722m compared to a loss the prior year of $0.908m.
• Store openings and other development activities were resumed as the
government restrictions were lifted with the UK recovering strongly
from July 2021. The company added a net 16 new outlets (17%) with 22
new stores added and 6 closed.
• Trading was positive when government restrictions were lifted with
Esquires branded stores UK sales in FY22 being 123% of FY19 & 208%
of FY21. Most restrictions in the UK were lifted in mid-July 2021 and
this provided 8 months of “normal” trading for comparisons.
• Group revenue from trading increased 430% to $7.372 million.
o With restrictions relaxed in the UK from mid-July 2021 to March
2022 sales & resulting royalties recovered.
o Franchise fees that reflect the sale of new franchises and the
opening of new outlets rose to $2.9m or 956% of FY21 levels as
the market recovered.
• The UK market where the restrictions were eased in July 2021 has
recovered strongly showing resilience with UK Esquires store sales for

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calendar year 2022 to May being 123% of the pre
covid 2019 sales for the same period.
• In Ireland once restrictions were lifted, in February 2022, Esquires
store sales recovered immediately to 97% of the 2019 comparative for
the February/March period. The full FY22 sales performance was 76%
of the FY19 financial year illustrating the impact on sales of the
restrictions that were in place.
• During the year the group undertook a capital restructuring which
included a rights issue, placement of the shortfall and debt
conversions. The combination of these activities improved the balance
sheet which along with the performance showed $2.398m at 31
st

March 2022 compared to a negative equity of $1.721m as at 31
st
March
2021, an improvement of $4.119m
• Performance for Continuing Operations was a loss of $0.438m
compared to the prior year of $2.546, an improvement of $2.108m
• The overall result for the year after all IFRS related adjustments was a
loss of $0.558m compared to the prior year of a loss of $2.487m, an
improvement of $1.929m.
BALANCE SHEET
Equity improved to positive $2.398m from negative ($1.721m) due to capital
raising and debt conversions.
Borrowings reduced by $2.616m from $6.499m to $3.883m million at the
same time a year ago. The reduction included the debt conversion of $2.0m
by parties related to the Chairman, Keith Jackson along with other
conversions and new capital being raised.
Management have assessed the Value in Use for the UK Triple Two business
and as a result have determined a Goodwill impairment charge of $5.983
million. Management reviewed actual performance since the date of
acquisition against the original forecasts, impacted by the Covid pandemic
and key receivables being written off during the year, when assessing the
FY23 to FY25 forecasts. Additionally, consideration was given to existing
market constraints in the UK around materials and labour, as well as store
stie availability and capacity constraints relating to the construction of new
cafes.
Based on the terms of the original Sale and Purchase Agreement relating to
the acquisition of the UK Triple Two business, management have reviewed
the quantum of contingent consideration likely to crystalise at the end of the
final earn out period. This assessment takes into account actual cash flows
generated relating to periods already completed, and revisiting cash flow
forecasts to the end of the last earn out period (31 December 2022), using
management’s knowledge of Triple Two business performance to date, and
the likely impact on remaining forecast figures of the current economic
environment. As a result of this review, $6.431 million of contingent

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consideration has been derecognised and written back
against the previously recognised liability.
COMPARISON TO PRELIMINARY RESULT
The final audited result for the financial year ended 31 March 2022 for the
Cooks Coffee Company Limited Group, has a Net Loss for the year of
$0.438m. This compares to the Preliminary result released on 30
th
May,
which reported unaudited results of a Net Profit for the year of $0.339m
With audit clearance on the evening of 29
th
June from the UK and final group
clearance on 30
th
June, there have been several late, non-cash adjustments
affecting the result and giving rise to the negative movement of $0.897m
between the preliminary result and the final audited result released today.
The most material adjustments relate to:
• A further impairment of Goodwill relating to the Triple Two UK
business of NZ$0.455m arising from further review and discussions
with the auditors. This has reduced the carrying value of Goodwill
relating to the Triple Two business, acquired in FY2021, from NZ$11.6m
to NZ$5.5m as at 31 March 2022.
• A restatement of interest to a related party after resolving a different
interpretation with respect to the loan agreement and the accrual of
interest. This has resulted in an additional interest expense of $743k.
• There have been several further UK adjustments relating to Deferred
Revenue and Costs which have resulted in a net increase to the final
group result partially offsetting the impact of the above two
adjustments.
The final Net Loss for the group of $0.438m compares to the Net Loss in the
prior year of $2.546m, a positive movement of $2.108m

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OPERATIONAL BUSINESS PERFORMANCE
THE UNITED KINGDOM
ESQUIRES COFFEE (UK)
Esquires UK store numbers increased to 47 at the end of March. During the
year 4 new stores were opened and 2 were closed whilst 1 store was re-
opened after a period of closure during covid.

The following graph shows store sales for the 4 years FY18 to FY22 and
illustrates the recovery when the Government restrictions eased in July 2021
meaning that 8 months of FY22 were trading in the “new normal” manner.
For the period from August 2021 to March 2022 store sales were 131% of
2019 levels. This included a net 2 stores that were added during the period
with 4 opening and 2 stores closing. Like for like sales were 1.5% ahead of
2019 levels.

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The average value per transaction rose 26% to NZ$12.32
although actual transaction numbers were lower. We are
seeing numbers steadily return to pre Covid levels as customers habits
return to more what they were pre covid although we do expect lasting
changes in consumer habits such as the growth in delivery and click &
collect.
The new store pipeline is strong and the momentum that was present pre
Covid has returned and the benefits of this will show in future years revenue
streams.
During the financial year the company sold the Regional Development rights
for the East Midlands & London regions as part of the strategy to engage
with local people who know the areas and who can assist the company to
accelerate growth. Income will be released in accordance with IFRS
standards.
TRIPLE TWO COFFEE
The Triple Two network acquired in June 2020, opened 11 new stores and
temporarily closed 2 during the financial year with 20 cafes operating at the
end of the year.

The new store pipeline is strong and a further 10 new outlets are planned to
be in place by March 2023.
$8.95
$9.65
$9.58
$12.02
$12.32
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
$11.00
$12.00
$13.00
FY18FY19FY20FY21FY22
UK Average Transaction Value FY18-FY22 NZ$
$17.5
$20.5
$20.8
$12.2
$25.3
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
FY18FY19FY20FY21FY22
Esquires Coffee (UK) Store Sales -NZ$m

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As the acquisition of Triple Two was completed in June
2020 we do not have comparative figures for the pre Covid
era.
Triple Two was identified as a “rising star” by IGD Research in a report into
the UK Coffee Sector.
UK SUMMARY
With 67 stores operating at the end of March the group is the 4
th
largest
coffee focused café chain in the UK - after Costa, Starbucks & the Caffe
Nero group (Allegra Research data.) The growth pathway remains positive.
The combined Esquires and Triple Two brands have a scalable business with
critical mass and are well placed to deliver strong and sustainable results.
The Allegra Report into the UK Coffee market reported in January 2022 that:
“The UK branded coffee shop market has recovered faster than expected
from the debilitating economic impact of the pandemic, with Allegra now
estimating its value at £4.4 billion. With hospitality in full or partial lockdown
for extended periods throughout 2020, a relatively less disruptive trading
environment in 2021 along with renewed consumer desire for coffee out-of-
home has enabled annual store sales to grow from a low 2020 base by 43%,
bringing the total market to circa 87% of its pre-pandemic value. The
branded UK coffee shop market has also returned to outlet growth and now
stands at 9,540 in total, an annual increase of 324 rising by 3.5%.”
Esquires Coffee UK sales were 98% of 2019 levels which is outperforms the
industry sales relationship of 87% of 2019 levels.
IRELAND
There were 15 outlets at the end of the current year. There is an encouraging
pipeline of new stores in development for the balance of 2022 and beyond.
Ireland has been operating under stricter regulations than the UK for much
of FY22 and it wasn’t until late February 2022 that the majority of
restrictions were relaxed. This has meant that the sales patterns have been
more affected than the UK but since the lifting of the restrictions we have
seen a return to pre covid levels of like for like sales which provide
confidence that the trends we have seen in the UK will be repeated in
Ireland. The FY22 same store sales are 76% of FY19 and the chart on the
right shows the same data for the March – May period when restrictions
were lifted and these were 103.8% of 2019.

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$13.3
$15.4
$15.2
$6.3
$11.7
$0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
$14.0
$16.0
$18.0
FY18FY19FY20FY21FY22
Esquires Coffee Ireland Store Sales FY18-FY22 NZ$m
3.57
3.70
1.00
1.50
2.00
2.50
3.00
3.50
4.00
20192022
Esquires Coffee Ireland -Same Store Sales March -May 2022 v 2019 NZ$

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GLOBAL
Cooks operating revenue in the segment was $0.3 million
compared to last year’s operating revenue of $0.2 million.
The international franchised markets recovered in the Middle East in
particular.
Saudi Arabia expanded with the addition of new stores in Mecca and Jeddah
where a new flagship store was opened at the new international airport in
February 2022. The business is developing rapidly as the Kingdom recovers
from Covid with sales more than 3 times sales in 2021 for the January –
April 2022 period.

FUTURE OUTLOOK
Cooks Coffee Company (‘CCC’) seeks to strengthen its position as the fourth
largest coffee focused chain and the largest solely franchisor focused café
chain in the UK & Ireland through organic growth of its franchises and further
acquisitions of boutique and artisan coffee brands.
The company is building a group of ethical coffee chains all with community
spirit. The very specific USP’s within this include but are not limited to:
• Ethical:
o Fairtrade & Organic coffee

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o Use of ethical and renewable design
materials where possible
o Certified carbon neutral coffee roasteries and direct links to
coffee farmers
• Community spirit:
o Franchisees are local and own their own business
o Localised bespoke design
o Supply linkages to local producers

These factors add up to what we believe is a unique offering that cannot be
matched in UK / Ireland by any other chain operators.
CCC serves approximately 150,000 customers a week in the UK & Ireland
with 75,000 transactions per week and assuming that there are 2 people per
transaction. In the majority of cases these customers are loyal regular
customers. Moving forward the company will undertake work to upgrade its
digital suite of products to better interact with these customers and to drive
new customers to the stores and to enhance our click & collect, loyalty
programs and delivery services.
Whilst the company is ranked as the fourth largest coffee focused café
chain, its share of outlets in the UK is less than 1% of the market of 9,780
branded café chains. Given that branded chains represent approximately
30% of the total market it is clear that there is significant potential to grow
the business.
In Ireland CCC has approximately 2.3% of the market based on the latest
Allegra data reporting 654 branded cafes in the Republic.
The longer-term plan to build upon the platform set out above will focus on
strategies to build the existing network including, fully recovering from the
Covid period, development of wholesale, building the store network by
adding new stores, developing the evening trading opportunity, growing
delivery in all dayparts & building our loyalty & customer relationship
management tools through digital tools.
The company will also look to grow via synergistic acquisitions such as
illustrated by the Triple Two transaction and through vertical integration
where this is justified.
GOVERNANCE
Cooks Coffee added a new board member, Michael Ambrose an experienced
and well-respected company director
DUAL LISTING OPPORTUNITY
As the company grows the Board believe that undertaking a dual listing in
the UK will provide opportunities to grow shareholder value. The unique

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selling proposition as outlined above provides a good base
for the company to establish a dual listing in the
appropriate UK market that will provide the opportunity for UK consumers
and investors to become part of the growth journey. The company is working
to develop this opportunity and will keep shareholders informed as to
progress.
OPERATING METRICS
Below are the key operating metrics for FY21 & FY22 showing the Covid
related recovery in FY22. There were a net 23 new stores added to the
network and 7 closures giving a net gain of 16 for the year.


SUMMARY
FY22 showed the resilience of the company’s brands and the core markets
of the UK and Ireland positioning the company well for future growth and
development. The outlook is positive and projections for trading in FY23 are
for the return to normal pre Covid-19 trading patterns for the full year.
Plans to grow shareholder value in the future include sustaining same store
sales growth whilst building the existing franchisee network and adding
synergistic acquisitions. The strategy includes disciplined investment for the
next phase of growth in companies that align with the Cooks’ core values
and philosophies and that will enhance the earnings per share to grow
shareholder value.
With store sales in UK & Ireland at 6% ahead of budget for the 3 months to
June I am confident that the resilience shown through the Covid period and
the positive recovery that has been seen when restrictions were lifted will
continue. The significant opportunities for growth in core markets provide
NZ$mFY21FY22%
CCC Outlet Sales (NZ$m)$24.8$49.8200.6%
Transactions (millions)2.14.0190.4%
Average Transaction Value$11.78$12.42105.4%
Store Numbers
FY22
Stores at
April 2021
Stores Opened
during year
Stores Closed
during year
Stores operational
at 31st March
2022
ECUK454247
Triple Two1111220
ECHI133115
Europe1001
Pakistan & Indonesia5005
Middle East185221
Total93237109

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further confidence in the future despite the current
challenges relating to supply chain issues and inflation in
all markets. We believe that we are well positioned to withstand these
pressures and build on the positive progress shown and delivered in FY22.


Keith Jackson
Executive Chairman

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Director’s Report
The directors of Cooks Coffee Company Limited are pleased to present to
shareholders the Annual Report and consolidated financial statements for
Cooks Coffee Company Limited and its controlled entities (together the
“Group”) for the year ended 31 March 2022.
The directors are responsible for presenting consolidated financial statements
in accordance with New Zealand law and generally accepted accounting
practice, which give a true and fair view of the financial position of the Group
as at 31 March 2022 and their financial performance and cash flows for the
year ended on that date.
The directors consider that the consolidated financial statements of the Group
have been prepared using appropriate accounting policies, consistently
applied and supported by reasonable judgements and estimates and that all
relevant financial reporting and accounting standards have been followed.
The directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position
of the Group and facilitate compliance of the consolidated financial
statements with the Financial Markets Conduct Act 2013.
The directors consider they have taken adequate steps to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities. The
directors note that there were no material changes in the nature of the
business undertaken by the Company in the past year.
Going Concern
The directors consider that using the going concern assumption is appropriate
having reviewed cash flow projections of the Group which are based on several
key assumptions such as the outcome of current funding discussions. Greater
detail of the going concern assumptions and the cash generating initiatives
currently underway are detailed in Note 4 of the consolidated financial
statements.
Donations & Audit Fees
The Group made no donations during the past year. Amounts paid to William
Buck for audit and other services are shown in Note 22 of the consolidated
financial statements.
Other Statutory Information
Additional information required by the Companies Act 1993 is set out in the
Regulatory Disclosures and Shareholder Information sections.

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The directors present the consolidated financial
statements set out in pages 19 to 82, of Cooks Coffee
Company Limited and its controlled entities for the period 1 April 2021 to 31
March 2022.
The Board of Directors of Cooks Coffee Company Limited authorised these
consolidated financial statements for issue on 30 June 2022.

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Auditors’ Report

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Auditors report page 2

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Auditors report page 3

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Auditors report page 4

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Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 March 2022

This statement should be read in conjunction with the notes to the consolidated financial
statements.
31 March31 March
20222021
Notes$'000$'000
Continuing operations
Revenue57,3721,714
Grant and other income54491,013
Raw materials and consumables used(1,628)(138)
Depreciation and amortisation15,16,21(581)(819)
Impairment loss on receivables11(227)(48)
Net foreign exchange (losses)/gains(230)370
Employee costs6(2,502)(2,260)
Other expenses7(2,420)(1,560)
Operating profit/(loss)233(1,727)
Interest Income211,1451,147
Finance costs8,21(2,026)(2,039)
Reduction of contingent consideration payable316,431-
Impairment of goodwill15(5,983)-
Profit/(Loss) before income tax(200)(2,618)
Income tax (expense)/credit911080
Profit/(Loss) for the year from continuing operations(90)(2,539)
Net loss for the year from discontinued operations13.1(348)(7)
Net Profit/(Loss) for the year attributable to shareholders (438)(2,546)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve(120)58
Total comprehensive Profit/(Loss) for the year attributable to shareholders(558)(2,487)
Total comprehensive Profit/(Loss) for the year attributable to
Shareholders of the parent arises from:
- Continuing operations(210)(2,480)
- Discontinued operations13.1(348)(7)
(558)(2,487)
Loss per share:
Basic and diluted loss per share (New Zealand Cents) from continuing and
discontinued operations:
20.2(0.01)(0.06)
Basic and diluted loss per share (New Zealand Cents) from continuing
operations:
20.2(0.00)(0.06)
Basic and diluted loss per share (New Zealand Cents) from discontinued
operations:
20.2(0.01)(0.00)

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Consolidated Statement of Changes in Equity
For the year ended 31 March 2022

This statement should be read in conjunction with the notes to the consolidated financial statements.

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Consolidated Statement of Financial Position
As at 31 March 2022



Director Director
The consolidated financial statements were approved for issue for and on behalf of the
Board as at 30 June 2022.
This statement should be read in conjunction with the notes to the consolidated financial
statements.

COOKS COFFEE COMPANY LIMITED
Consolidated Statement of Cash Flows
For the year ended 31 March 2022

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This statement should be read in conjunction with the notes to the consolidated financial
statements.

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Notes to the Consolidated Financial Statements
1. Nature of operations
Cooks Coffee Company Limited (“CCC” or the “Company”, formerly Cooks
Global Foods Limited) and its controlled entities (the “Group”) principal
activity is the food and beverage industry with the primary focus being on
operating a network of cafes internationally via franchised operations.

CCC changed its name from Cooks Global Foods Limited on 31 March 2022
and all references to the annual report this year are for CCC. Any previous
reports will refer to Cooks Global Foods Limited.

2. General information and statement of compliance
Cooks Coffee Company Limited is the Group’s ultimate parent company, is
incorporated and domiciled in New Zealand and is listed on the Main board
of the New Zealand stock exchange.

The address of its registered office and its principal place of business is 96
St Georges Bay Road, Parnell, Auckland, 1052, New Zealand.

Cooks Coffee Company Limited is a company registered under the Companies
Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets
Conduct Act 2013. The consolidated financial statements of the Group have
been prepared in accordance with the requirements of Part 7 of the Financial
Markets Conduct Act 2013 and the NZX Market Listing Rules.

The consolidated financial statements comprise the Company, its controlled
entities and its associates (together the “Group”). See Note 14.1.

For the purposes of complying with NZ GAAP, the Group is a Tier 1 for-profit
entity. The Company’s consolidated financial statements comply with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS).
They comply with the International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB) and IFRIC
interpretations.

The information in the consolidated financial statements is presented in New
Zealand dollars which is the functional currency of the ultimate parent
company. Amounts in the consolidated financial statements have been
rounded off to the nearest thousand, or in certain cases, the nearest dollar
unless otherwise stated.

The consolidated financial statements for the year ended 31 March 2022
(“FY22”) were approved and authorised for issue by the Board of Directors on
30 June 2022.

3. Summary of accounting policies

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3.1. Going concern
The directors have prepared the consolidated financial statements on the
going concern basis. In doing so significant judgement has been applied. For
further details of these assumptions and associated material uncertainties
refer to Note 4.

3.2. Overall considerations
The principal accounting policies applied in the preparation of these financial
statements are set out in the accompanying notes where an accounting policy
choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s
operations or is significant or material.

These policies have been consistently applied to all the years presented,
unless otherwise stated.

The consolidated financial statements have been prepared using the historic
cost basis with the exception of certain financial assets and liabilities which
are carried at fair value through the profit or loss. The measurement bases
are more fully described in the accounting policies below.

COVID-19-Related Rent Concessions (Amendments to NZ IFRS 16)

Effective 1 June 2020, NZ IFRS 16 was amended to provide a practical
expedient for lessees accounting for rent concessions that arise as a direct
consequence of the COVID-19 pandemic and satisfy the following criteria:

(a) The change in lease payments results in revised consideration for the lease
that is substantially the same as, or less than, the consideration for the lease
immediately preceding the change;
(b) The reduction is lease payments affects only payments originally due on
or before 30 June 2022; and
(c) There are is no substantive change to other terms and conditions of the
lease.

Rent concessions that satisfy these criteria may be accounted for in
accordance with the practical expedient, which means the lessee does not
assess whether the rent concession meets the definition of a lease
modification. Lessees apply other requirements in NZ IFRS 16 in accounting
for the concession.

Accounting for the rent concessions as lease modifications would have
resulted in the Group remeasuring the lease liability to reflect the revised
consideration using a revised discount rate, with the effect of the change in
the lease liability recorded against the right-of-use asset. By applying the
practical expedient, the Group is not required to determine a revised discount
rate and the effect of the change in the lease liability is reflected in profit or

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loss in the period in which the event or condition that
triggers the rent concession occurs.

The effect of applying the practical expedient is disclosed in Note 21.1 for
Leases.

3.3. Changes in accounting policies
The accounting policies applied are consistent with those of the audited
annual financial statements for CCC (formerly Cooks Global Foods Limited)
for the year ended 31 March 2021.

3.3.1 Comparatives
There have been a number of prior period comparatives which have been
reclassified to make disclosure consistent with the current year.

3.4. Basis of consolidation
The Group consolidated financial statements consolidate those of the parent
company and all its controlled entities as of 31 March 2022. The Group
controls an entity if it is exposed, 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.

All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment
from a Group perspective. Amounts reported in the consolidated financial
statements of controlled entities have been adjusted where necessary to
ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of controlled entities acquired
or disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.

3.5. Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of
the respective Group entity, using the exchange rates prevailing at the dates
of the transactions (spot exchange rate). Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
remeasurement of monetary items at year end exchange rates are
recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical
cost (translated using the exchange rates at the date of the transaction).
Foreign operations
In the Group consolidated financial statements, all assets, liabilities and
transactions of Group entities with a functional currency other than the NZD

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are translated into NZD upon consolidation. The
functional currencies of the entities in the Group have
remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated into NZD at the
closing rate at the reporting date. Goodwill and fair value adjustments arising
on the acquisition of a foreign entity have been treated as assets and liabilities
of the foreign entity and translated into NZD at the closing rate. Income and
expenses have been translated into NZD at the average rate (the use of
average rates is appropriate only if rates do not fluctuate significantly) over
the reporting period. Exchange differences are charged/credited to other
comprehensive income and recognised in the currency translation reserve in
equity. On disposal of a foreign operation the cumulative translation
differences recognised in equity are reclassified to profit or loss and
recognised as part of the gain or loss on disposal.

3.6. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST,
except where the amount of GST incurred is not recoverable from the IRD. In
these circumstances, the GST is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables and payables
in the Statement of Financial Position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis and,
except for the GST components of investing and financing activities, are
disclosed as operating cash flows.

3.7. Revenue
Revenue arises mainly from the franchise rights and royalty arrangements
that the Group has in place with franchise holders. The Group also earns
revenue from some franchisees in the establishment of their stores.
Under NZ IFRS 15, revenue from Contracts with Customers is recognised
either at a point in time or over time, or when (or as) the Group satisfies
performance obligations by transferring the promised goods or services to its
customers.
The transaction price for a contract excludes any amounts collected on behalf
of third parties.
The Group recognises contract liabilities for consideration received in respect
of unsatisfied performance obligations and reports these amounts as
deferred revenue in the statement of financial position.
Royalty income from Franchise or Master Franchise Agreements (MFAs)

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The Group recognises royalty revenue derived from its
Franchises and MFAs at a point in time, based on sales by
Franchisees that are reported back to Company on a monthly basis for sales
that occurred in that month.
Incentives from Suppliers
The Group recognises incentives from suppliers derived from its Franchises
at a point in time, based on purchases by Franchisees that are reported back
to Company on a monthly basis for purchases that occurred in that month.
Franchise fees
The Group recognises revenue derived from its Country & Regional franchise
operations on a straight-line basis over a period of time that the franchise
agreement is in place, which is generally 10 years. This is the period of time
over which the performance obligation is satisfied.
The Group recognises revenue derived from the Franchise Agreements
entered by into Triple Two Coffee at the point in time as opposed to over a
period of time. Triple Two Coffee is a recently acquired master franchisor in
the UK. The Group has considered, on the balance of facts, there is only one
performance obligation for the contracts entered into by Triple Two. The
transaction price is the Franchisee Fee charged in these contracts, includes
three levels and has associated revenue recognition.

Types of Franchises Revenue recognition
Standard franchise license When franchisee staff are trained
Franchise license with variable
management services such as site
location or store design
Additional management services are
provided
Franchise license with fitout as a
“turn-key”
When store is opened and
operational

Inactive stores
Management review on a periodic basis the contracts relating to inactive
stores. These are defined as franchisees as no longer interested or able to
open those new stores. The four specific areas to determine inactivity are 1)
the agreement was signed more than 24 months from date determining if
inactive 2) funds received in cash 3) non-refundable monies per the
contract and 4) a specific review of that particular store that there are no
circumstances of transfer or arrangement with subsequent deals relating to
that franchisee or store. These are then recognised as revenue at that point
in time.
Significant financing components

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Using the practical expedient in NZ IFRS 15, the Group
does not adjust the promised amount of consideration for
the effects of a significant financing component if it expects, at contract
inception, the period between the transfer of the promised good or service
to the customer and when the customer pays for that good or service will
be one year or less.
Other revenue
Other revenue includes services to independent franchisees or other third parties
received by the Group. Other revenues are recognised when reliable estimates of
the amounts due to the Group are deemed to be highly probable.
Grant Income & government subsidy
The accounting policy adopted is to recognise the grant income in the period
to which the underlying furloughed staff costs relate to. The amount of the
grant income (i.e., subsidy) is based on the difference between the actual
hours a staff member worked compared to their contracted hours for a
certain period. Therefore, within the period of claim, it is deemed that the
conditions have been met to make a claim for that payroll accounting period.
3.8. Business Combinations and Goodwill
The Group applies the acquisition method in accounting for business
combinations under IFRS 3.
The consideration transferred by the Group to obtain control of a subsidiary
is calculated as the sum of the acquisition-date fair values of assets
transferred, liabilities incurred and the equity interests issued by the Group,
which includes the fair value of any asset or liability arising from a contingent
consideration arrangement.
Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in
a business combination at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets.
It is calculated as the excess of the sum of
a) fair value of consideration transferred,
b) the recognised amount of any non-controlling interest in the acquiree and
c) acquisition-date fair value of any existing equity interest in the acquiree,
over the acquisition-date fair values of identifiable net assets. If the fair
values of identifiable net assets exceed the sum calculated above, the excess
amount (ie gain on a bargain purchase) is recognised in profit or loss
immediately.

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Please refer to Note 31 for further details on the Goodwill
recognised in the acquisition of Triple Two Coffee.
3.9.Income taxes
Tax expense recognised in the statement of profit or loss comprises the sum
of deferred tax and current tax not recognised in other comprehensive
income, or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to or
claims from Tax authorities relating to the current or prior reporting periods,
that are unpaid at the reporting date. Current tax is payable on taxable profit,
which differs from profit or loss in the consolidated financial statements.
Calculation of current tax is based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary
differences between the carrying amounts of assets and liabilities and their
tax bases. However, deferred tax is not provided on the initial recognition of
an asset or liability unless the related transaction is a business combination
or affects tax or accounting profit. Deferred tax on temporary differences
associated with investments in controlled entities is not provided if reversal
of these temporary differences can be controlled by the Group and it is
probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax
rates that are expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted by the end of the
reporting period.
Deferred tax assets are recognised to the extent that it is probable that they
will be able to be utilised against future taxable income, based on the Group’s
forecast of future operating results which is adjusted for significant non-
taxable income and expenses and specific limits to the use of any unused tax
loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right
and intention to set off current tax assets and liabilities from the same
taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of
tax income or expense in the statement of profit or loss, except where they
relate to items that are recognised in other comprehensive income or directly
in equity, in which case the related deferred tax is also recognised in other
comprehensive income or equity, respectively.
3.10. Employment benefits

Defined contribution plans

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The Group pays fixed contributions into independent
entities in relation to several state plans and insurance
arrangements for individual employees. The Group has no legal or
constructive obligations to pay contributions in addition to its fixed
contributions, which are recognised as an expense in the period that relevant
employee services are received.
Short-term employee benefits
Short-term employee benefits, including annual leave entitlement, are
current liabilities included in employee benefits, measured at the
undiscounted amount that the Group expects to pay as a result of the unused
entitlement.
3.11. Impairment testing of other intangible assets, property, plant and
equipment
For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash inflows (cash-generating units).
As a result, some assets are tested individually for impairment and some are
tested at cash-generating unit level. All other individual assets or cash-
generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-
generating unit's carrying amount exceeds its recoverable amount, which is
the higher of fair value less costs to sell and value-in-use. Any reversal of an
impairment loss will be limited to what the carrying amount would have been,
net of depreciation or amortisation, if no impairment had taken place. To
determine the value-in-use, management estimates expected future cash
flows from each cash-generating unit and determines a suitable interest rate
in order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group’s latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect management’s
assessment of respective risk profiles, such as market and asset-specific
risks factors.
Impairment losses for cash-generating units is charged pro rata to the other
assets in the cash-generating unit. All assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist.
An impairment charge is reversed if the cash-generating unit’s recoverable
amount exceeds its carrying amount.

3.12. Financial instruments
A financial instrument is recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised

COOKS COFFEE COMPANY LIMITED
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when the Group’s contractual rights to the cash flows from
the financial assets expire or when the Group transfers the
financial asset to another party without retaining control or substantially all
risks and rewards of the asset. Ordinary purchases and sales of financial
assets are accounted for at trade date, i.e. the date that the Group commits
itself to purchase or sell the asset. Financial liabilities are derecognised when
the Group’s obligations specified in the contract expire or are discharged or
cancelled.
Financial assets
Following NZ IFRS 9 treatment, the Group classifies its financial assets as
those to be measured at amortised cost (loans, trade receivables and lease
receivables), and those to be measured at fair value either through OCI or
through profit or loss.
Financial assets that are stated at amortised cost are reviewed individually at
balance date. In relation to the impairment of financial assets, NZ IFRS 9
requires an expected credit loss model (‘ECL’). The expected credit loss model
requires the Group to account for expected credit losses and changes in those
expected credit losses at each reporting date to reflect changes in credit risk
since initial recognition of the financial assets i.e. a credit event does not have
to have occurred before credit losses are recognised. The Group has adopted
the simplified method for its ECL calculations. Refer to Note 28.2 Credit Risk.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables, other
debtors, cash and cash equivalents and loans and borrowings, which are
initially recognised at fair value plus transaction costs and subsequently
measured at amortised cost.
Creditors and accruals are initially recognised at fair value and subsequently
measured at amortised cost.
Interest income and expense
Interest income and expenses are reported on an accrual basis using the
effective interest method.

3.13. Intangible assets
Recognition of intangible assets
Acquired intangible assets
Trademarks, global IP rights and rights acquired in a business combination
that qualify for separate recognition are initially recognised as intangible
assets at their fair values.

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Subsequent measurement
Intangible assets not of an indefinite life are accounted for using the cost
model whereby capitalised costs are amortised on a straight-line basis over
their estimated useful lives, as these assets are considered finite. Residual
values and useful lives are reviewed at each reporting date. In addition, they
are subject to impairment testing as described in Note 3.11. As of 31 March
2022, the remaining useful life for Trademark is 6 years and the useful life for
Franchise System is 12 years.
Intangible assets (Global IP rights) of an indefinite life are tested for
impairment annually by comparing their carrying amount with their
recoverable amount. An estimate of an assets recoverable amount made in a
preceding period may be used in the impairment test for that asset in the
current period provided certain criteria are met.
When an intangible asset is disposed of, the gain or loss on disposal is
determined as the difference between the proceeds and the carrying amount
of the asset and is recognised in profit or loss within other income or other
expenses.
3.14. Property, plant and equipment
Property, plant and equipment (comprising fittings and furniture, plant and
equipment and motor vehicles) are initially recognised at acquisition cost or
manufacturing cost, including any costs directly attributable to bringing the
assets to the location and condition necessary for them to be capable of
operating in the manner intended by the Group’s management.
Property, plant and equipment are subsequently measured using the cost
model: cost less subsequent depreciation and impairment losses.
Depreciation is recognised on a straight-line basis to write down the cost less
estimated residual value of property, plant and equipment. The following
useful lives are applied:
• Computer equipment: 2 - 5 years
• Furniture and fittings: 3 - 12 years
• Plant and equipment: 3 - 12 years
• Motor vehicles: 5 - 8 years.
Material residual value estimates and estimates of useful life are updated as
required, but at least annually.
Gains or losses arising on the disposal of plant and equipment are determined
as the difference between the disposal proceeds and the carrying amount of
the assets and are recognised in the statement of profit or loss within other
income or other expenses.

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3.15. Non-current assets (or disposal groups) held for sale and
discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their
carrying amount will be recovered principally through a sale transaction rather
than through continuing use and a sale is considered highly probable. They
are measured at the lower of their carrying amount and fair value less costs
to sell, except for assets such as deferred tax assets, assets arising from
employee benefits, financial assets and investment property that are carried
at fair value and contractual rights under insurance contracts, which are
specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of
the asset (or disposal group) to fair value less costs to sell. A gain is
recognised for any subsequent increases in fair value less costs to sell of an
asset (or disposal group), but not in excess of any cumulative impairment loss
previously recognised. A gain or loss not previously recognised by the date of
the sale of the non-current asset (or disposal group) is recognised at the date
of derecognition.
Non-current assets (including those that are part of a disposal group) are not
depreciated or amortised while they are classified as held for sale. Interest
and other expenses attributable to the liabilities of a disposal group classified
as held for sale continue to be recognised
Non-current assets classified as held for sale and the assets of a disposal
group classified as held for sale are presented separately from the other
assets in the balance sheet. The liabilities of a disposal group classified as
held for sale are presented separately from other liabilities in the balance
sheet.
A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line
of business or geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The results of Group
operations are presented separately in the statement of profit or loss.
3.16. Equity, reserves and dividend payments
Share capital represents the consideration received for shares that have been
issued. Any transaction costs associated with the issuing of shares are
deducted from share capital, net of any related income tax benefits.
Other components of equity include the following:

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• Foreign currency translation reserve – comprises
foreign currency translation differences arising on the
translation of consolidated financial statements of the Group's foreign
entities into NZD (see Note 3.5),
• Share based payment reserve,
• Accumulated losses include all current and prior period results,
• Non-controlling interests.
Dividend distributions payable to equity shareholders are included in other
liabilities when the dividends have been approved in a general meeting prior
to the reporting date.
All transactions with owners of the parent are recorded separately within
equity.
3.17. Significant management judgement in applying accounting policies and
estimation uncertainty
When preparing the consolidated financial statements, management
undertakes a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses as
follows:
Intangible assets
Intangible assets are recognised on business combinations if they are
separable from the
acquired entity or give rise to other contractual/legal rights under IFRS3. The
amounts of intangibles are estimated by using appropriate valuation
techniques. The useful economic life of externally acquired intangible assets
are initially recognised at cost and subsequently amortised on a straight-line
basis over their useful economic lives. Please refer to note 31 for the
intangible assets recognised from the acquisition of Triple Two Coffee.
Contingent consideration
Any contingent consideration is measured at fair value at the date of
acquisition. If an obligation to pay contingent consideration that meets the
definition of a financial instrument is classified as equity, then it is not
remeasured and settlement is accounted for within equity. Otherwise, other
contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss.
The Group has measured its contingent consideration in relation to the earn-
out provision for Triple Two Coffee acquisition based on the budgeted EBITDA
for the calendar years from 2020 to 2022 as approved by the management.

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Please refer to Note 31 for the contingent consideration
recognised from the acquisition of Triple Two Coffee.
Impairment on Goodwill
The Group is required to test, at least on an annual basis, whether goodwill
has suffered any impairment. Impairment loss incurred when the carrying
amount of the goodwill more than its recoverable amount. The Group has
determined the recoverable amount based on its value in use, being the
budgeted cashflow at the Cash Generating Unit (CGU) level. The Group has
determined the Goodwill at the CGU level, being the Triple Two Coffee Group
as this is the smallest identifiable group of assets that generates cash inflows
that are largely independent of the IP rights of the franchise system of Triple
Two Coffee. Please refer to Note 15 for further disclosure of the impairment
on Goodwill.
Going concern
The considered view of the Board of Directors of the Company is that, after making
enquiries, we have a reasonable expectation that Cooks Coffee Company Limited
(the Company) and Group have access to adequate resources to continue operations
for the foreseeable future. For this reason, the Board of Directors considers the
adoption of the going concern assumption in preparing the consolidated financial
statements for the FY22 to be appropriate. (See Note 4).
Deferred Costs
The Group estimates the amount of direct labour costs pertaining to pre-
opened franchises and in accordance with IFRS 15.
Leases
Extension and termination options
Extension and termination options are included in a number of leases
across the Group. These terms are used to maximise operational flexibility
in terms of managing contracts. The majority of extension and termination
options held are exercisable only by the Group and not by the respective
lessor.
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
The assessment is reviewed if a significant event or a significant change in
circumstances occurs which affects this assessment and that is within the
control of the lessee.

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Incremental borrowing rates
Lease liabilities are measured by discounting the lease payments using the
interest rate implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
To determine the incremental borrowing rate, the Group:
• Uses a build-up approach that starts with a risk-free interest rate,
adjusted for the credit risk spread of the lessee. The credit risk spread is
determined by reference to recent third-party financing received by the
individual lessee, or indicative quotes obtained from the lessee’s primary
lender.
• Make adjustments specific to the lease, e.g. term, security, country and
currency.
Impairment testing of intangible assets
In assessing impairment, management estimates the recoverable amount of
each asset or cash-generating unit based on various valuation models as
deemed appropriate. Estimation uncertainty relates to assumptions and
judgements used as disclosed in Note 15.
Carrying value of receivables
The allowance for expected credit losses assessment requires a degree of
estimation and judgement. It is based on the lifetime expected credit loss,
grouped based on days overdue and makes assumptions to allocate an overall
expected credit loss rate for each group. In making this judgement, the Group
evaluates amongst other factors whether there is objective evidence of
significant financial difficulty of individual customers or customer groups,
whether there has been breach of contract such as default in payment terms,
whether it has become probable that the customer or other party will enter
into bankruptcy or other financial reorganisation, the disappearance of an
active market for that customer because of financial difficulties, and national
or local economic conditions that could impact on the customer (see Notes
11 and 28.2). Apart from historical collection rates, the Group also evaluates
forward-looking information that is available. The allowance for expected
credit losses, as disclosed in Note 28.2, is calculated based on the information
available at the time of preparation. The actual credit losses in future years
may be higher or lower.
Recognition of deferred tax assets

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The extent to which deferred tax assets can be recognised
is based on an assessment of the probability of the Group’s
future taxable income against which the deferred tax assets can be utilised.
In addition, significant judgement is required in assessing the impact of any
legal or economic limits or uncertainties in various tax jurisdictions (See Note
9).
4. Going Concern
The Group reported a loss for continuing operations of $90,000 (2021: loss
$2,539,000) and operating net cash inflows/(outflows) of ($632,000) (2021:
inflows of $36,000) for the FY22.
As at 31 March 2022 the Group has reported Net Assets of $2,398,000 (2021
Net Liabilities of $1,721,000) and current liabilities exceed current assets by an
amount of $6,253,000 (2021: $14,231,000).
Included in current liabilities is $1,119,000 of Deferred Revenue. The deferred
revenue is a non-cash item and will be recognised in revenue as the Group’s
franchisees open stores or when the services are provided.
The ability of the Group to pay its debts as they fall due and to realise their
assets and extinguish their liabilities in the normal course of business at the
amounts stated in the consolidated financial statements and to continue
trading has been considered by the Directors in the adoption of the going
concern assumption during the preparation of these financial statements.
The Directors forecast that the Group can manage its cash flow requirements
at levels appropriate to meet its cash commitments for the foreseeable future
being a period of at least 12 months from the date of authorisation of these
consolidated financial statements. In reaching this conclusion, the Directors
have considered the achievability of the plans and assumptions underlying
those forecasts. The key assumptions include:
• Opening multiple new stores in the United Kingdom in FY23, with two sites
already opened in the first quarter;
• Increased economic activity and a shift back into pre-COVID levels of
revenue within stores;
• The Group has a Cash position of $1,156,000 as at 31 March 2022.
• Budget for the FY23 projects a positive cash inflow of $1,581,000.
• An allowance for the payment of related party loans as well as institutional
debt.
• The Group’s ability to successfully conclude present discussions regarding
the roll-over of existing debt as well as continued capital raises. These
have been negotiated and finalised prior to 31 March 2022.
• The Group’s ability to raise debt or equity funds as part of an overall
strategy to re-gear the balance sheet as part of an overall restructuring
plan.

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• The ability of related parties of Keith Jackson to
continue to provide funding as required, and market
conditions which the Group operates in, including impacts of Covid-19.

The Directors have reasonable expectation that the Group has sufficient
headroom in its cash resources and shareholder support to allow the Group
to continue to operate for the foreseeable future or alternatively it can manage
its working capital requirements to create additional required headroom.
Any significant departure from the above assumptions may create a material
uncertainty over the ability to continue as a going concern for the foreseeable
future.
Whilst the Directors acknowledge that there are capital raising, credit,
exchange and liquidity risks in the global economic market in which the Group
operates, they are confident that additional capital or funding will be sourced
by the Group. In particular, the Directors received a confirmation from related
parties of Keith Jackson, that they will continue to financially support the
Group for the foreseeable future. They note the Group has a track record of
obtaining financial support from cornerstone investors and related parties
and, where necessary, negotiating the deferment of debt repayments.
The Directors are also confident that operating cash flows will continue to
improve because of the recovery from the various government-imposed
restrictions related to Covid-19, restructuring activities that have been
undertaken along with reductions in corporate office costs, and the acquisition
of Triple Two in the United Kingdom, to reduce the extent of cash outflow and
improve profitability.
The Directors continue to consider other opportunities to further improve the
Group’s cash position which include discussing collaborations with partners
overseas, negotiations with potential strategic equity partners, investigating
new facility lines, ongoing discussions in the UK and Ireland relating to
potential acquisitions, rationalising the business wherever possible to
concentrate on core business activity and greater focus on improving existing
core business activities.
After considering all available information, the Directors have concluded that
there are reasonable grounds to believe that the forecasts and plans are
achievable, the Group will be able to pay its debts as and when they become
due and payable, there is sufficient headroom in available cash resources, and
the basis of preparation of the financial report on a going concern basis is
appropriate.
Should the Group be unable to continue as a going concern it may be required
to realise its assets and discharge its liabilities other than in the normal course
of business and at amounts different to those stated in the consolidated
financial statements. The consolidated financial statements do not include

COOKS COFFEE COMPANY LIMITED
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any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount of
liabilities that might result should the Group be unable to continue as a going
concern and meets its debts as and when they fall due
5. Revenue
The Group’s revenue is analysed as follows for each major category:


Franchise fees

Included in franchise fees is the amortisation of deferred revenue related to
the sale of country and regional franchises and store franchises. During
FY22, the Group’s franchisees opened 16 new stores (2021:26).

Grant income

In FY22, there was grant and other income of $449,000 (FY21: $1,013,000)
which included COVID-19 wage subsidies from the governments of United
Kingdom, Ireland and New Zealand.

6. Employee costs
Expenses recognised for employee costs are analysed below:

7. Other expenses

Expenses recognised as other costs are analysed below:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2022202120222021
$'000$'000$'000$'000
Royalties2,386736(14)1
Incentives from Suppliers886489--
Franchise fees3,022307--
32832377278
Other trading revenue749150257735
Group revenue 7,372 1,714 620 1,014
Sale of Beverage
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2022202120222021
$'000$'000$'000$'000
Wages, salaries2,1562,007306371
Defined contribution funds444534
Other staff costs3012081022
2,5022,260319397

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8. Finance costs
Finance costs for the reporting periods consist of the following:



9. Income Tax and Deferred Tax
The major components of tax expense and the reconciliation of the expected
tax expense /credit based on the domestic effective tax rate of Cooks Coffee
Company Limited at 28% and the reported tax expense/credit in profit or loss
are as follows:

Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2022202120222021
$'000$'000$'000$'000
Administration and other costs 858354313506
Directors fees 9280--
Selling and distribution costs 25---
Management fees180100--
Marketing costs4562994-
Professional and consulting services3865391373
Travel costs422188--
2,4191,560329579
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2022202120222021
$'000$'000$'000$'000
Finance charges291531
Interest expense on leases1,1831,25035-
Interest on loans814774--
2,0262,039381

COOKS COFFEE COMPANY LIMITED
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The Group has computed tax losses within each jurisdiction since acquisition as
follows:



At 31 March 2022, the Group has deferred tax liabilities relating to acquired
Franchise System in the UK amounting to $1.14m (FY2021: $1.30m). The
31-Mar31-Mar
20222021
$'000$'000
Profit/(Loss) before tax from continuing operations(200)(2,618)
Loss before tax from discontinuing operations(348)(7)
(548)(2,625)
Domestic tax rate for Cooks Global Foods Limited28%28%
Expected tax expense (income)(153)(735)
Adjustment for tax-rate differences in foreign
jurisdictions(61)183
Adjustment for non-deductible expenses:
Relating to amortisation of intangible assets- 2
Other non-deductible expenses2189
Actual tax expense (income)4(541)
Tax expense (income) comprises:
Current tax expense (income)(25)(541)
Deferred tax expense (income):
- Origination and reversal of temporary differences(14)(7)
- Temporary difference relating to amortisation of intellectual
property on acquisition
(129)(80)
- Tax losses adjustment to prior period75(355)
- Tax Losses not recognised107
927
- Unrecognised Tax Losses(124)(24)
Income tax expense (income)(110)(80)
Income tax expense (income) is attributable to:
Loss from continuing operations(110)
(80)
Loss from discontinued operations- -
(110)(80)
31-Mar31-Mar
20222021
$'000$'000
New Zealand8,8528,746
United Kingdom8,9869,911
Ireland9491,130
Canada163162
Australia328328
19,27820,276

COOKS COFFEE COMPANY LIMITED
Page 42 of 82

deferred tax liabilities are not expected to crystallise
within the next 12 months.
10. Cash and cash equivalents
Cash and cash equivalents consist of the following:



There are no restrictions on the cash and cash equivalents.
The Group had no overdraft banking facilities as at 31 March 2022 (2021: $NIL).
11. Trade and other receivables and other current assets
Trade and other receivables are initially recognised at the fair value of the
amounts to be received, plus transaction costs (if any).
The Group has recognised expected credit losses in the Statement of Profit
or Loss and Other Comprehensive Income by applying the simplified
impairment approach, whereby upon initial measurement of the trade
receivables, the Group considers all credit losses that are expected to occur
during the lifetime of the receivable. The Group has reviewed the historical
ageing analysis of gross trade receivables and considered forward looking
macro-economic factors, by geographic region, to determine the expected
credit loss rate. This rate is applied to outstanding gross trade receivables as
at 31 March 2022 to calculate the allowance for expected credit losses.
(a) Trade and other receivables consist of the following:
31-Mar31-Mar
20222021
$'000$'000
Cash at bank and in hand denominated in:
NZD2221
EUR10185
GBP833800
Cash and cash equivalents1,156886

COOKS COFFEE COMPANY LIMITED
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(b) As at 31 March the ageing of trade receivables is as follows:

(c) Other current assets consist of the following:

Deferred Costs represent project costs capitalised against revenue that has
not yet been earned by Triple Two Coffee. Please refer to Note 12.
12. Deferred Costs
Triple Two under their contract of service with their franchisees have staff
working on specific projects and contracts to expand their brand through
these franchisees. The performance obligation (under IFRS 15) is attributed
to the opening of a store and/or specific obligations if shopfit income is not
stipulated. The deferred costs are from the specific staff who work to
complete these performance obligations or contribute their time to the
specific contracts.
31-Mar31-Mar
20222021
$'000$'000
Trade and other receivables
Trade receivables1,6224,766
Less: provision for expected credit losses(378)(151)
Net trade and other receivables 1,2444,615
Movements in provision
Opening Balance(151)(103)
Bad Debts write-off-25
Additional provision for expected credit losses(227)(73)
Closing Balance(378)(151)
31-Mar31-Mar
20222021
$'000$'000
Trade receivables
Current53702
31 to 60 days103763
61 to 90 days221454
> 90 days1,2442,847
1,6224,766
31-Mar31-Mar
20222021
$'000$'000
Prepayments304112
Deferred Costs2541,131
Other short-term assets3031
Other current assets5881,274

COOKS COFFEE COMPANY LIMITED
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Under this methodology, wage costs of personnel directly
related to the services (and for valuation purposes their
salary) and direct costs has been capitalised in line with store openings and
contracts entered in to with various franchisees and has been recorded as
deferred costs in the Balance Sheet. This includes staff and project
management, property design and training.
13. Assets and liabilities classified as held-for-sale and discontinued
operations
The Group had previously classified certain operations as discontinued. During
FY22, the Group has sold the Lancaster store. The Group has one store
classified as discontinued operating at Sunderland. It is expected that this
will be sold during FY23 with negotiations under way to discharge the lease
over the current site.
13.1. Financial performance and cash flow information of discontinued
operations
The financial performance and cash flow information presented are for the
year ended FY22 and FY21.

14. Interests in other entities
14.1. Interests in material subsidiaries
31-Mar31-Mar
20222021
$'000$'000
Results of discontinued operation
Revenue620732
Other income-380
Raw materials and consumables used(183)(145)
Depreciation and amortisation(100)-
Property related costs--
Net foreign exchange (losses)/gains-4
Employee costs(319)(397)
Other expenses(329)(579)
Operating loss(311)(6)
Finance costs(3)(1)
Interest on bank and other borrowings(34)-
Loss before income tax(348)(7)
Income tax (expense)/credit--
Loss for the year from discontinued operation(348)(7)
Cash flows used in discontinued operation
Net cash used in operating activities(138)158
Net cash used in investing activities--
Net cash used in financing activities--
Net cash flows for the year(138)158

COOKS COFFEE COMPANY LIMITED
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15. Intangible Assets
The Group acquired trademarks, Global Intellectual Property rights (“Global
IP Rights”) and Goodwill through business acquisitions. During FY21 the Group
acquired Triple Two Franchise System in the UK. Please refer to Note 31.


Management assessed the recoverable amounts of the Group’s Global IP
Rights asset using ‘value in use’ calculations to assess for any impairment.
Global IP rights were tested for impairment using discounted cash flow
projections based on management approved forecasts for a 2-year period.
Key assumptions in the models were:
• FY23 reflects the full recovery to pre-Covid levels in UK and Ireland
markets with the key assumption being that there will be no more long-
term lockdowns that will impact on the ability of the franchise store
network to operate in a normal manner. Store openings contribute to
CountryPrincipal activity
20222021
Bishops Café LimitedEngland100100Food and beverage
Esquires Coffee UK LimitedEngland100100Food and beverage
Esquires Real Estate (UK) LimitedEngland100100Store Lease Holding
Esquires Coffee Houses Ireland LimitedIreland100100Food and beverage
Esquires Coffee Houses Europe LimitedIreland100100Master Franchisor - Holding Master Franchise Agreement
Triple Two Holdings LimitedUK100100Holding Company
Triple Two Coffee Franchise LimitedUK100100Master Franchisor - Holding Master Franchise Agreement
TTC Contractors LimitedUK100100Fit Out and Construction
Triple Two Coffee London LimitedUK100100Store Lease Holding
Triple Two Coffee Property LimitedUK100100Store Lease Holding
% Holding
TrademarksGlobal IP Rights
Franchise
RightsTotal
$'000$'000$'000$'000
Cost
Balance at 1 April 2020923,245-3,337
Additions1-4,9504,951
Balance at 31 March 2021933,2454,9508,288
Additions--9191
Balance at 31 March 2022933,2455,0418,379
Accumulated amortisation
Balance at 1 April 2020(63)(434)-(497)
Amortisation charge for the year
(10)-(286)(296)
Balance at 31 March 2021(73)(434)(286)(793)
Amortisation charge for the year
--(324)(324)
Balance at 31 March 2022(73)(434)(610)(1,117)
Carrying amounts
At 31 March 2021202,8114,6647,495
At 31 March 2022202,8114,4317,262

COOKS COFFEE COMPANY LIMITED
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one-off income and royalties and marketing fees
based off existing and new stores (17 new stores in
United Kingdom and 8 in Ireland);
• FY24 year on year revenue growth that relates to FY23 being a full year
of “normal trading” in core markets and the benefits of the new store
acquisition program (16 new stores in United Kingdom and 3 in Ireland);
• Long term growth rate of 1.5% per annum from FY23 onwards;
• exchange rates of 0.58 (NZD/EURO) and 0.51 (NZD/GBP); and
• a discount rate of 13.26% per annum.
The recoverable amount for Global IP rights was assessed by management to
be above its existing carrying value with no impairment required.
Management’s assessment is that a change in a key assumption would not
impact the carrying value to exceed the recoverable amount.
Goodwill:

The Group recorded Goodwill in the business combination of Triple Two
Coffee on 19 June 2020. Refer to Note 31. The Group is required to test, on an
annual basis, whether goodwill has suffered any impairment.
The carrying amount of Goodwill is allocated to Triple Two Coffee as the
separate cash generated unit (CGU). Recoverable amount is determined based
on the “value in use” calculations for Triple Two Coffee. The use of this
method requires the estimation of future cash flows for projected three years
and the determination of a discount rate in order to calculate the present
value of the cash flows.
The key assumptions in the models were:
• 12 new franchisee stores opened per year and additional vans;
• FY23 reflects the recovery to pre-Covid levels in UK with the key
assumption being 11 franchisees and 2 vans sold. Royalties thereon
provide a level of recurring revenue;
• FY24 reflects the key assumption of 12 franchisees and 2 vans sold;
Goodwill
$'000
Cost
Balance at 1 April 2020-
Additions11,569
Balance at 31 March 202111,569
Impairment(5,983)
FX Translation Adjustment(129)
Balance at 31 March 20225,457
Carrying amounts
At 31 March 202111,569
At 31 March 20225,457

COOKS COFFEE COMPANY LIMITED
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• FY25 again reflects the key assumption of 12
franchisees and 2 vans sold;
• Long term growth rate of 2.5% per annum from FY23 onwards;
• Exchange rates of 0.53 (NZD/GBP); and
• A post-tax discount rate of 14.00% per annum.
The recoverable amount for Goodwill ($5.9m) was assessed by management
to be lower than its existing carrying value. This is a reduction in forecasts
provided in FY21 due to a material debtor pulling out of franchise deals. This
has significantly adjusted forecasts.
16. Property, plant and equipment

17. Trade and other payables
Trade and other payables recognised are all short-term and consist of the
following:
Furniture &
Fittings
Plant &
Equipment
Computer
EquipmentMotor VehiclesTotal
$'000$'000$'000$'000$'000
Cost
Balance at 1 April 2020156187316-659
Additions7364714104
Disposals(126)(198)(322)-(646)
Assets classified as held for sale and other disposals(29)---(29)
Balance at 31 March 2021826401488
Balance at 1 April 2021826401488
Additions19-6339121
Disposals(15)(36)-(6)(58)
Assets classified as held for sale-----
Balance at 31 March 202211(10)10347151
Accumulated depreciation
Balance at 1 April 2020(138)(112)(264)-(514)
Depreciation(25)(22)(33)(1)(81)
Disposals57311--584
Assets classified as held for sale-----
Balance at 31 March 2021410(123)(297)(1)(10)
Balance at 1 April 2021410(123)(297)(1)(10)
Depreciation(3)(5)(18)(10)(36)
Disposals11287-46
Balance at 31 March 2022418(101)(308)(11)(1)
Carrying amounts
At 31 March 2021418(97)(256)1377
At 31 March 2022430(111)(205)36150

COOKS COFFEE COMPANY LIMITED
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The carrying value of trade and other payables classified as financial liabilities
measured at amortised cost approximates fair value. Refer to Note 28.1 on foreign
currency risk.
18. Deferred revenue
Below is the breakdown of the current and non-current deferred revenue
as presented in the Balance Sheet.



31-Mar31-Mar
20222021
Trade and other payables$'000$'000
- Trade payables2,3233,042
- Related party payables723556
- Other payables1,4731,803
4,5185,401
Trade payables
Within Terms496638
Overdue1,8272,404
2,3233,042
$'000$'000$'000
Opening balance as of 1 April 20201,1162871,403
Additions/(Decreases) during the year4,220-4,220
Additions from business acquisition1,749-1,749
Recognised as revenue during the year(357)(59)(416)
Closing balance as of 31 March 20216,7282286,956
- Current5,138585,196
- Non Current1,5901701,760
$'000$'000$'000
Opening balance as of 1 April 20216,7282286,956
Additions/(Decreases) during the year(1,066)-(1,066)
Recognised as revenue during the year(3,240)(58)(3,298)
Closing balance as of 31 March 20222,4221702,592
- Current1,061581,119
- Non Current1,3601121,473
Total
Global
Franchising &
Design
UK & Ireland
Franchising
UK & Ireland
Franchising
Global
Franchising &
Total

COOKS COFFEE COMPANY LIMITED
Page 49 of 82

As part of the revenue recognition policy of inactive
stores (refer note 3.7), $779,000 was recognised in the
profit and loss during the year. $2,422,000 remains outstanding as currently
unsatisfied performance obligations.
19. Borrowings and other liabilities


* Further information relating to related party loans and other related
party liabilities are set out in Note 24.
During the year $2,000,000 (Nikau Trust) and $45,000 (Weihai Station) of
related party debt was converted to share capital.
Fair value
The fair value of current borrowings approximates to the carrying amount and
the impact of discounting is not significant.

20. Equity
20.1. Share Capital
The share capital of Cooks Coffee Company Limited consists of issued
ordinary shares. All shares are equally eligible to receive dividends and the
repayment of capital. The shares have no par value.

During the year ended FY22, the company issued 103,317,794 new shares
(2021: 101,853,883) bringing the total issued shares to 775,890,965 which were
consolidated into 15:1 as at 30 March 2022. The company now has 51,726,160
Movements of share capital31-Mar-2231-Mar-21
Number of Shares issued:No. of SharesNo. of Shares
Ordinary shares opening balance627,833,831525,979,949
Ordinary shares issued103,317,794101,853,882
Ordinary shares consolidation(678,092,130)-
Total ordinary shares authorised at 31 March53,059,495627,833,831
Movements of share capital31-Mar-2231-Mar-21
Value of Shares issued:$'000$'000
Ordinary shares opening balance52,22045,549
Ordinary shares issued less share issue expenses3,7996,671
Total ordinary shares authorised at period end56,01952,220
CurrentNon-CurrentCurrentNon-Current
2022202220212021
$'000$'000$'000$'000
Finance Loans2,0184672,629458
Related Party Loans*8751,0538802,888
Hire Purchase3--10
Payable for acquistion of subsidary*562-642-
3,4581,5204,1513,356

COOKS COFFEE COMPANY LIMITED
Page 50 of 82

quoted shares and 1,333,333 non-voting shares on issues.
There were no shares cancelled during FY22 (FY21: Nil).
During the year, Esquires UK purchased the shares from the existing Triple
Two Coffee Group shareholders for $879,000.
20.2. Loss per share
The calculation of basic and diluted loss per share for the year ended FY22
was based on the weighted average number of ordinary shares on issue. The
calculation of diluted earnings per share for the year ended FY22 was based
on the weighted average number of ordinary shares.
The weighted average numbers of shares are calculated below:


Due to the share consolidation, a retrospective adjustment to the loss per
share is outlined below based on the ordinary shares at 31 March 2022 being
53,059,495.

20.3. Share based payment reserve
31-Mar-2231-Mar-21
Weighted average ordinary shares issued631,060,729602,412,181
Weighted average potentially dilutive options issued --
Basic and diluted loss per share (New Zealand Cents)
from continuing and discontinued operations:
(0.07)(0.42)
Basic and diluted loss per share (New Zealand Cents)
from continuing operations:
(0.01)(0.42)
Basic and diluted loss per share (New Zealand Cents)
from discontinued operations:
(0.06)-
Net tangible assets per share (New Zealand Cents)(1.64)(3.45)
Weighted average number of shares31-Mar-2231-Mar-21
Number of Shares issued:No. of SharesNo. of Shares
Ordinary shares opening balance602,412,181489,509,248
Ordinary shares issued28,648,549112,902,933
Ordinary shares bought back on-market and cancelled--
Total ordinary shares authorised at 31 March631,060,729602,412,181
31-Mar-2231-Mar-21
Ordinary shares issued53,059,49541,855,589
Basic and diluted loss per share (New Zealand Cents)
from continuing and discontinued operations:
(0.01)(0.06)
Basic and diluted loss per share (New Zealand Cents)
from continuing operations:
(0.00)(0.06)
Basic and diluted loss per share (New Zealand Cents)
from discontinued operations:
(0.01)(0.00)
Net tangible assets per share (New Zealand Cents)(0.20)(0.50)

COOKS COFFEE COMPANY LIMITED
Page 51 of 82

Movement in Share based payment
reserve



31-Mar 31-Mar

2022 2021

$’000 $’000
Esquires Coffee Ireland Limited share-based payment

Opening balance

2,401 2,401
Amount expensed during current vesting period

- -
Adjustment based on best available estimate

- -
Closing balance

2,401 2,401

• The Earn-Out relating to the acquisition of the Irish business
(Esquires Coffee Houses Ireland) in 2013 was fully vested at 31
March 2021.
• No earn-out payment has been made as at 31 March 2022.
• The earn-out payment will be settled by the issue of Cooks shares.

20.4. Shares held by ESOP / Treasury shares
There were 3,388,837 shares held on trust at 31 March 2022 (562,486 at 31
March 2021).
The shares held by the ESOP are expected to be issued under share option
contracts. The shares are held for the intention of share conversions to be
executed in FY23.
Consideration paid/received for the purchase/sale of treasury shares is
recognised directly in equity.
21. Leases
The Group leases stores and office premises from various third-party
landlords and subsequently re-lease them to the franchisees under
separate lease contracts. This lease arrangement is limited to the
franchises in the UK and Ireland only. Lease contracts are typically made
for fixed periods of 5 to 15 years but may have extension options. Lease
terms are negotiated on an individual basis and contain a wide range of
different terms and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing
purposes.
Right-of-Use Assets

COOKS COFFEE COMPANY LIMITED
Page 52 of 82

The right-of-use asset is initially measured at cost, and
subsequently at cost less any accumulated depreciation
and impairment losses and adjusted for certain remeasurements of the
lease liability.

Costs included in the measurement of the right-of-use asset comprise the
following:

• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date, less any
lease incentives received;
• any initial direct costs incurred by the lessee; and
• an estimate of the restoration costs to be incurred by the lessee,
recognised and measured applying NZ IAS 37 Provisions, Contingent
Liabilities and Contingent Assets.
Depreciation is charged so as to write off the cost of assets, over the lease
term using the straight-line method.

Lease Liabilities

The lease liability is initially measured at the present value of the future
lease payments over the lease term that are not paid at the
commencement date, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the lessee's incremental
borrowing rate, being the rate that the lessee would have to pay to borrow
over a similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use asset in a similar
economic environment.

Generally, the Group uses the lessee's incremental borrowing rate as the
discount rate.
Lease payments included in the measurement of the lease liability
comprise the following:

• fixed payments (including in-substance fixed payments), less any lease
incentives receivable;
• variable lease payment that are based on an index or a discount rate;
• amounts expected to be payable by the lessee under residual value
guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain
to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects
the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be determined, the lessee’s incremental borrowing
rate is used, being the rate that the lessee would have to pay to borrow the

COOKS COFFEE COMPANY LIMITED
Page 53 of 82

funds necessary to obtain an asset of similar value in a
similar economic environment with similar terms and
conditions.

The lease liability is subsequently increased by the interest cost on the
lease liability and decreased by lease payments made. It is remeasured
when there is a change in future lease payments arising from:

• A change in an index or a discount rate;
• A change in the estimate of the amount expected to be payable under a
residual value guarantee;
• Changes in the assessment of whether a purchase or extension option is
reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised; or
• A lease modification that is not accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some
lease contracts in which it is a lessee that include renewal options. The
assessment of whether the Group is reasonably certain to exercise such
options impacts the lease term, which significantly affects the amount of
lease liabilities and right-of-use assets recognised.
As a result of the Covid-19 pandemic, the International Accounting
Standards Board (IASB) has introduced a narrow -scope amendments to
IFRS16 to offer relief to lessees in accounting for lease modifications that
arise as a direct result of Covid-19. The practical expedient applies only to
rent concessions occurring as a direct consequence of the Covid-19
pandemic and only if all of the following conditions are met:
a. The change in lease payments results in revised consideration for the
lease that is substantially the same as, or less than, the consideration
for the lease immediately preceding the change.
b. Any reduction in lease payments affects only payments originally due on
or before 30 June 2022.
c. There is no substantive change to other terms and conditions of the
lease.

The Group has elected to utilise the practical expedient for all rent
concessions that arises as a direct consequence of the COVID-19 pandemic.

Finance Lease Receivables
Where the sublease is classified as a finance lease, the Group recognises
the assets held under a finance lease in its statement of financial position
and present them as a finance lease receivable at an amount equal to the
net investment in the lease.
The net investment in the lease is initially measured at the present value of
the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease, or in the case of a
sublease, if the interest rate implicit in the sublease cannot be readily

COOKS COFFEE COMPANY LIMITED
Page 54 of 82

determined, the discount rate used for the head lease
(adjusted for any initial direct costs associated with the
sublease).

Lease payments included in the measurement of net investment comprise
the following:

• fixed payments (including in-substance fixed payments), less any lease
incentives payable;
• variable lease payment that are based on an index or a rate;
• any residual value guarantees provided to the lessor;
• the exercise price of a purchase option if the lessee is reasonably certain
to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects
the lessee exercising that option.
The finance lease receivable is subsequently increased by the interest
income on the finance lease receivable and decreased by lease payment
received. It is remeasured when there is a lease modification that is not
accounted for as a separate lease.

21.1. Amounts recognised in the Statement of Financial Position
The Statement of Financial Position shows the following amounts relating to
leases:
Right-of-use assets

The right-of-use assets relate to the three corporate-operated stores
which are expected to be franchised in the UK. In prior year the right-of-
31-Mar31-Mar
20222021
$'000$'000
Property
Cost1,6632,973
Less: Accumulated depreciation(948)(505)
Net book value as at 1 April 7152,468
Additions1,32118
Remeasurement of lease liability-(297)
Movement in FX354
Depreciation expense(221)(442)
Disposal(176)(1,086)
Net book value as at 31 March1,642715
Cost2,8111,663
Less: Accumulated depreciation(1,169)(948)
Net book value as at 31 March1,642715

COOKS COFFEE COMPANY LIMITED
Page 55 of 82

use assets also included the corporate office however
this was vacated during FY21 and the lease was taken
over by an unrelated third party.
Lease liabilities

The finance lease payable to the landlords that are fall due at the end of
reporting period are $2.2m which is the same as the finance lease receivables
and are recorded in the payable (refer Note 17).
Finance lease receivables

The average effective Incremental Borrowing Rate in FY22 is 5.7% per annum
(2021: 5.8% per annum)

The finance lease receivables that fall due at the end of the reporting period
are $1.8m which are recorded in receivables. Management has reviewed all
the leases from lease receivable from a collectability point of view and no
impairment is required.
During FY22 there were lease modifications on sites in Bradford, Windsor and
Shepherds Bush, United Kingdom. The lease in Harlow, United Kingdom was
surrendered. There were also rent concessions on sub-leased properties
which was passed through by both landlord and tenant. The Covid-19
practical expedient for rent concessions was $131,247 in FY22.
During FY21 the rent written off by utilising the Covid-19 practical expedient
for rent concessions was $219,000. The rent relief was due to challenges
faced by the tenants due to Covid19 lockdown.
21.2. Amounts recognised in the Consolidated Statement of Profit or Loss
and Other Comprehensive Income
31-Mar31-Mar
20222021
$'000$'000
Current2,9201,941
Non-current18,22617,138
21,14619,079
31-Mar31-Mar
20222021
$'000$'000
Current2,7552,085
Non-current16,48816,198
19,24318,283

COOKS COFFEE COMPANY LIMITED
Page 56 of 82

The Consolidated Statement of Profit or Loss and Other
Comprehensive Income shows the following amounts
relating to leases:

The total cash outflow for leases to franchisee landlords in 2022 was
$372,000 (2021 was $736,000).
21.3. Maturity analysis of lease payments
Lease liabilities as the lessee:


Finance lease arrangements as the lessor:
31-Mar31-Mar
20222021
$'000$'000
As a lessee:
Interest expense on lease liabilities 1,1831,250
Depreciation expense on right-of-use
assets (included in depreciation and
amortisation)212443
Expense relating to leases of low-value
assets that are not shown above as short-
term leases (included in administrative and
other costs)--
Income from subleasing right-of-use assets:
Interest income from subleases classified
as finance leases 1,1451,147
31-Mar31-Mar
20222021
$'000$'000
Less than one year2,9201,941
One to five years6,8948,285
More than five years11,3328,853
Total undiscounted lease liabilities21,14619,079

COOKS COFFEE COMPANY LIMITED
Page 57 of 82


22. Fees paid to auditor
The Auditor of the Group for 31 March 2022 is William Buck Audit (NZ) Ltd.
The auditor for UK firms is Rouse Partners LLP.



23. Reconciliation of cash flows from operating activities

31-Mar31-Mar
20222021
$'000$'000
Year 13,8743,175
Year 23,2323,047
Year 33,3962,940
Year 43,0332,817
Year 52,7862,641
Onwards8,25410,214
Lease payments24,57524,834
Unguaranteed residual values--
Gross investment in the lease24,57524,834
Less: unearned finance income(5,332)(6,551)
Present value of minimum lease payments
receivable19,24318,283
Net investment in the lease19,24318,283
31-Mar31-Mar
20222021
$'000$'000
Audit of financial statements
- Statutory Audit12283
- Overseas firms23164
Total fees paid to auditor353147

COOKS COFFEE COMPANY LIMITED
Page 58 of 82



24. Related party transactions
The Group’s related parties include the directors and senior management
personnel of the Group and any associated parties as described below.
Unless otherwise stated, none of the transactions incorporate special terms
and conditions and no guarantees were given or received.
Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson &
Associates Limited, Ascension Capital and Weihai Station Limited and a
trustee of Nikau Trust.
Mike Hutcheson is a director of Image Centre Limited and Lighthouse
Ventures Holdings Limited.
Paul Elliott is a director of Elliott Capital Advisors Limited.
Michael Ambrose is a director of Ashville Consultancy Limited.
Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai
Station Limited.
Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.
Aiden Keegan is a director of Esquires Coffee UK Limited.
Graham Hodgetts is a director of Triple Two Coffee Holdings Limited.
31-Mar31-Mar
20222021
$'000$'000
Profit/(Loss) after tax(438)(2,545)
Add non-cash items:
Depreciation and amortisation581819
Impairment loss22748
Net foreign exchange (losses)/gains230(370)
Revaluation of contingent consideration payable(6,431)-
Impairment of goodwill5,983-
Add/(Less) movements in assets/liabilities:
Inventories-34
Trade and other receivables3,371(5,514)
Lease receivables--
Other short-term assets696651
Trade payables(883)1,410
Contract liabilities(4,137)5,553
Other liabilities167(50)
Net cash flow applied to operating activities(632)36

COOKS COFFEE COMPANY LIMITED
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Sezan Walker is a director of Triple Two Coffee Holdings
Limited.
David Hodgetts is a director of Triple Two Coffee Holdings Limited.
Alistair Tillen is a director of Triple Two Coffee Holdings Limited.
Number of shares held by directors and other related parties:

24.1. Transactions with related parties
The following transactions occurred with related parties during the year:


The above values are exclusive of GST or VAT if any.

24.2. Balances outstanding with related parties
31-Mar31-Mar
20222021
Jiajiayue Holding Group10,591,374148,203,944
Keith Jackson (including associated parties)11,675,660110,240,494
Yunnan Metropolitan Construction Investment Group Co Ltd6,714,643100,719,640
Graham Hodgetts3,547,91053,218,654
CCC Employee Share Trust3,388,837562,486
Alistair Tillen1,337,68120,065,215
David Hodgetts808,04112,120,612
Sezan Walker804,64612,069,685
Michael Ambrose333,333-
Paul Elliott226,296-
Mike Hutcheson63,509986,980
Maretha McVerry38,246573,687
Lighthouse Ventures Holdings Limited30,369455,533
Aiden Keegan14,166212,488
31-Mar31-Mar
20222021
$'000$'000
Purchases of goods and services
Purchase of management services180100
Interest paid to related parties300202
Other transactions
Funding loans advanced by related parties(662)717

COOKS COFFEE COMPANY LIMITED
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The above values are inclusive of GST or VAT if any.
The reduction in loans advanced relates to Nikau Trust converting $2,000,000
of loans into equity at 3.0 cents per share.
24.3. Transactions with directors and senior management personnel
Key management of the Group are the executive members of Cooks Coffee
Company Limited’s Board of Directors and senior management. Directors and
senior management personnel payments (exclusive of GST if any) made during
the year includes the following expenses:

25. Segment reporting
The Group’s reportable segments are business units deriving Royalties and
Product Sales to Franchisees in geographical locations. New Zealand segment
represents head office operation for the Group.
The Group has also separated operating segments for the business activities
intended to be sold.
Segment information for the reporting period is as follows:
31-Mar31-Mar
20222021
$'000$'000
Outstanding balances arising from purchases of goods and
services
Entities controlled by key management personnel723556
Loans and other payables to related parties
Balance beginning of the year4,4102,894
Loans advanced(662)717
Reclassification from/(to) other liabilities-(80)
Other liability to related parties from business acquisitions-650
Loans converted to equity(2,000)-
Net foreign exchange effects(23)52
Interest charged450379
Interest paid(300)(202)
Balance end of period1,8754,410
31-Mar31-Mar
20222021
$'000$'000
Directors fees9280
Salaries, wages and contractor payments515333
607413

COOKS COFFEE COMPANY LIMITED
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Continuing operations
31/03/2022
Global
franchising
& retail
UK & IRE
franchising
New ZealandTotal
Global operational splits$'000$'000$'000$'000
Revenue
2557,11517,372
Grant and other income
-449-449
Raw materials and consumables used
-(1,628)-(1,628)
Depreciation and amortisation
(1)(577)(3)(581)
Impairment Loss(123)(104)-(227)
Net foreign exchange (losses)/gains(4)(171)(55)(230)
Employee costs(64)(2,060)(378)(2,502)
Other expenses(42)(1,684)(694)(2,420)
Operating (loss)/profit211,339(1,128)233
Finance costs(15)10(875)(881)
Reduction of contingent consideration payable-6,431-6,431
Impairment of goodwill-(5,983)-(5,983)
Profit/(Loss) before income tax61,797(2,003)(200)
Income tax (expense)/credit-110-110
Profit/(Loss) for the year from continuing operations61,907(2,003)(90)
Non-current assets
Intangible assets
425,7401,4817,263
Property, plant and equipment
11463150
Right of use assets
-1,641-1,641
Goodwill
-5,457-5,457
Discontinued operations
31/03/2022UK retailSupplyTotal
Global operational splits$'000$'000$'000
Revenue
620-620
Grant and other income
---
Raw materials and consumables used
(183)-(183)
Depreciation and amortisation
(100)-(100)
Net foreign exchange (losses)/gains---
Employee costs(319)-(319)
Other expenses(329)-(329)
Operating (loss)(311)-(311)
Finance costs(3)-(3)
Loss on available for sale assets---
Interest on bank and other borrowings(34)-(34)
Share of net loss of associate accounted for using the equity
method
--
Loss before income tax(348)-(348)
Income tax (expense)/credit---
Loss for the year from discontinued operations(348)-(348)
Non-current assets
Property, plant and equipment
6-6
Assets held for Sale
18-18

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26. Contingencies
Contingent Liabilities
There were no contingent liabilities as at 31 March 2022 (2021: $nil).
27. Capital commitments
There were no capital commitments as at 31 March 2022 (2021: $nil).
Continuing operations
31/03/2021
Global
franchising
& design
UK & IRE
franchising
New Zealand
Total
Global operational splits$'000$'000$'000$'000
Revenue2121,502-1,714
Other income(2)938771,013
Raw materials and consumables used-(138)-(138)
Depreciation and amortisation(12)(762)(45)(819)
Property related costs(27)76(49)-
Net foreign exchange (losses)/gains19-351370
Employee costs(182)(1,899)(178)(2,260)
Other expenses(338)(701)(569)(1,607)
Operating (loss)(331)(983)(413)(1,726)
Finance costs(2)(114)(776)(892)
Loss before income tax(333)(1,097)(1,189)(892)
Income tax (expense)/credit-80-80
Loss for the year from continuing operations(333)(1,017)(1,189)(812)
Non-current assets
Intangible assets325,9811,4817,495
Property, plant and equipment 171678
Right of use assets-715-715
Goodwill-11,569-11,569
Discontinued operations
31/03/2021UK retailSupplyTotal
Global operational splits$'000$'000$'000
Revenue626106732
Other income28298380
Raw materials and consumables used(62)(83)(145)
Net foreign exchange (losses)/gains-44
Employee costs(393)(4)(397)
Other expenses(579)-(579)
Operating (loss)/profit(127)121(6)
Finance costs-(1)(1)
Share of net loss of associate accounted for using the equity method (127)120(7)
Income tax (expense)/credit---
Loss for the year from discontinued operations(127)120(7)
Non-current assets
Assets held for Sale29-29

COOKS COFFEE COMPANY LIMITED
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28. Financial risk management
Due to the broad range of the Group’s activities, there is exposure to a variety
of financial risks:
• Market risk (including currency risk and interest rate risk);
• Credit risk; and
• Liquidity risk
The Group’s risk management programme focuses on minimising the potential
adverse effects of these risks. The Group’s business is primarily denominated
in foreign currencies. The Group holds New Zealand dollars and other
currencies to settle transactions in the normal course of business.
28.1. Market risk
Foreign Currency Risk
The Group operates internationally and is exposed to foreign currency risk
arising from various currency exposures. Although the NZD remains the main
currency for corporate funding and Group reporting, the transactions
denominated in NZD is diminishing as the growth in the overseas market
outweighs the operations in the New Zealand market, especially with the
purchase of Triple Two business in the UK. As disclosed in Note 25 Segment
Reporting, the revenue generated from the Corporate segment which is
denominated in NZD is only $784 or 0.01% of the total group revenue of $7.3
million. This indicates that the Group’s exposure to foreign currency risk has
increased considerably.
A significant amount of the Group’s transactions are carried out other than in
New Zealand Dollars. The Group has debt or liabilities denominated in foreign
currency which is not hedged. Exposures to currency exchange rates arise
from the Group’s overseas company holdings (Ireland and United Kingdom),
and foreign currency denominated income for New Zealand domiciled
companies (royalties, store openings, design and other franchise fees, product
sales). These are primarily denominated in European currency (EURO) and
Pound Sterling (GBP).
As disclosed in note 25 Segmental Reporting, global franchising and design
and UK & Ireland franchising are all primarily transacted in foreign currency.
Management has performed a sensitivity analysis for any potential foreign
currency risk faced by the group. Based on the current year results, in the
event that the NZD weakens against GBP and GBP/NZD exchange rate
decreases by 5%, the impact on the group result is the profit will be
increased by $82,000. If the GBP/NZD exchange rate increase by 5%, the
group profit will be reduced by $74,000

COOKS COFFEE COMPANY LIMITED
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In the event that the NZD weakens against the Euro and
EURO/NZD exchange rate decreases by 5%, the impact on
the group result is the profit will be increased by $18,000. If the EURO/NZD
exchange rate increase by 5%, the group profit will be reduced by $16,000.
28.2. Credit Risk
Credit risk is managed on a Group basis. The Group generally trades with
franchises and banking counterparties who are well established. Receivables
balances are managed by and reported regularly to senior management
according to the Company’s credit management policies and procedures. The
amount outstanding at the reporting date represents the maximum exposure
to credit risk.
Trade receivables
The Group applies the IFRS 9 simplified approach to measuring expected
credit losses which uses a lifetime expected loss allowance for all trade
receivables.
To measure the expected credit losses, trade receivables have been grouped
based on the days past due.
The expected loss rates are based on the payment profiles of sales over a
period of 24 months before 31 March 2022 and the corresponding historical
credit losses experienced within this period. The historical loss rates are
adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the
receivables. The Group has evaluated available forward-looking information
and has concluded that there is no indication that historical loss rates should
be adjusted. For FY22 management had decided to make an additional
provision for expected credit losses of $122,850 for Bahrain and Kuwait
royalties. The provision for impairment of other receivables has increased
from $268,000 in 2021 to $378,000 in 2022 as shown on Note 11 (a).
Lease receivables
The Group applies the IFRS 9 simplified approach to measuring expected
credit losses which uses a lifetime expected loss allowance for all lease
receivables.
To measure the expected credit losses, lease receivables have been grouped
based on shared credit risk characteristics.
The expected loss rates are based on the historical credit losses experienced
for each credit risk group within a period of 24 months before 31 March 2022.
The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the customers
to settle the receivables. The Group has evaluated available forward-looking

COOKS COFFEE COMPANY LIMITED
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information and has concluded that there is no indication
that historical loss rates should be adjusted.
28.3. Liquidity Risk
The Group maintains regular forecasts of liquidity based on expected cash
flows. The table below analyses the Group’s financial liabilities into relevant
groups based on the remaining period at the reporting date to the end of the
contractual date. The amounts disclosed are the contractual undiscounted
cash flows.


For further details in relation to the liquidity risk refer to Note 4.
28.4. Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s
ability to continue as a going concern in order to provide returns to
shareholders and benefits to other stakeholders and to maintain an optimal
capital structure. The Group currently monitors capital based on cash
requirements and, in order to maintain or adjust the capital structure,
generally issues new shares to investors through share issues. The Group and
the Company have not been subject to any externally imposed capital
requirements during the period.
At 31 March 2022
Less than
1 year
Between
1 and
5 years
Over
5
years
Carrying
Amount
$'000$'000$'000$'000
Trade payables2,323--2,323
Related party payables723--723
Other payables 1,473--1,473
Short term finance loans2,583467-3,050
Related party loans8751,053-1,928
Lease Liabilities2,9206,89411,33221,146
10,8968,41411,33230,642
At 31 March 2021
Less than
1 year
Between
1 and
5 years
Over
5
years
Carrying
Amount
$'000$'000$'000$'000
Trade payables3,042--3,042
Related party payables556--556
Other payables 1,803--1,803
Short term finance loans3,292468-3,739
Related party loans8792,889-3,768
Lease Liabilities3,06612,18610,50019,079
12,63815,54310,50031,987

COOKS COFFEE COMPANY LIMITED
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The Group is currently in need of additional capital
injections to be able to execute its strategy. It is planning
to obtain injections in FY23 in addition to that raised and debt conversions in
FY22. For further details of this refer to Note 4.
29. Financial instruments by category


30. Fair value measurement
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or
liabilities (Level 1).
• Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (Level 3).

31-Mar31-Mar
20222021
$'000$'000
Financial assets at amortised cost
Cash and cash equivalents1,156886
Trade and other receivables1,2444,615
Lease receivables19,24318,283
21,64323,784
Financial liabilities at amortised cost
Trade payables2,3233,042
Borrowings and other liabilities4,9787,507
Lease liability21,14619,079
Related party payables723556
29,17030,183
Finacial liabilities at fair value through profit or loss
Contingent consideration-6,431
-6,431
31-Mar31-Mar
20222021
Financial liabilities at fair value through profit or loss$'000$'000
Contingent consideration
Level 3
Opening balance6,431-
Fair Value6,431
Reduction of contingent consideration payable(6,431)-
Closing balance-6,431

COOKS COFFEE COMPANY LIMITED
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The only financial instrument measured at fair value
was Contingent Consideration of $Nil at 31.3.22 (31.3.21
$6,431,000 Level 3).

31. Business Combination

TRIPLE TWO ACQUISITION

i) Contingent consideration
The Group acquired Triple Two Coffee in June 2020.
There is an earn-out provision agreement in place with the shareholders
of Triple Two whereby Triple Two can increase their consideration
received by improving on the performance of the base year, which was
calendar year 2019, and in any calendar year from 2020 to 2022. The
basis of calculating contingent consideration is on net cash receipts and
payments within the Triple Two group for each respective period.

The group owes the vendors $562,000 as part of the original purchase
price. This will be settled during FY23.

With respect to 2021, a key franchisee did not materialise after
commitments were made resulting in management’s re-assessment of
contingent consideration for calendar year 2021. As the franchisee did
not proceed with the proposed store, management determined that
there was no contingent consideration payable for 2021.

Utilising this data from calendar year 2021, as well as a conservative
forecast for calendar year 2022, management has since reviewed the
profit levels in line with the sale and purchase agreement and come to
an agreement that at the time of filing this annual report, no additional
contingent consideration is expected to be paid by Cooks Coffee
Company Ltd
This results in a $6.4m write off to the Profit and Loss statement and
with no further contingent consideration liability remining on the Balance
Sheet (2021: $6.4m).
Forecasts still indicate profitability and cash flow positivity on an ongoing
basis for the Triple Two group.
ii) Additional updates

10 new Triple Two Coffee stores were opened during the year which was a
positive improvement on last year (2 during FY21). Management forecast 10
store openings as a minimum going forward, year on year.

COOKS COFFEE COMPANY LIMITED
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32. Post-reporting date events

There is no post-reporting date event to be disclosed.
Statutory Information and Corporate Governance
Directors Relevant Interests in Company Securities as at 31 March 2022
Substantial Security Holder Shares Held
Graeme Keith Jackson, Patricia Frances
Jackson & Philip Mack Picot
11,675,660

Mike Hutcheson 118,389
Paul Valentine Mark Elliott 226,296
Michael Ambrose 333,333
Total Number of Shares Held: 12,353,678
Director Dealings in Company Securities
There have been the following transactions in respect of Cooks Coffee Company
Limited (CCC or Company) securities by directors of the Company (Directors) in
the 12 months ending 31 March 2022:
Director Dealings
Mr. Graeme Keith
Jackson
Mr. Graeme Keith Jackson is the
beneficial holder of 11,675,660 ordinary
shares in the Company currently held by
Graeme Keith Jackson, Patricia Frances
Jackson & Philip Mack Picot.
Interests Register
CCC has D&O insurance which ensures that generally, Directors and officers will
incur no monetary loss as a result of actions undertaken by them. CCC has
entered an indemnity in favour of its Directors for the purposes of Section 162
of the Companies Act 1993.
Use of Company Information
The Board received no notices from Directors wishing to use Company
information received in their capacity as Directors which would not have been
ordinarily available.

COOKS COFFEE COMPANY LIMITED
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Other Director Interests
Other directorships held during the FY22 held by CCC Directors:
Graeme Keith Jackson
Arana Holdings Limited Esquires Middle East & Africa IP Holdings
Limited
Ascension Capital Limited Esquires Northern Cyprus Limited
CFG Employee Share Trust Limited CFG Esquires NZ Franchise Holdings Limited
Employee Share Trust Limited Esquires Office Limited
Weihai Station Limited Esquires Oman Limited
Cooks Investment Holdings Limited Esquires Pakistan Limited
Cooks Supply Limited Esquires Port Denarau Marina Limited
Crux Products Limited Esquires Portugal Limited
Dairy Farm Investments (Ruawhata)
Limited
Esquires Qatar Limited
Esquires Asia Limited Esquires Romania Limited
Esquires Bahrain Limited Esquires Saudi Arabia Limited
Esquires Canada IP Limited Esquires Supply No 2 Limited
Esquires China Limited Esquires Turkey Limited
Esquires Coffee China Limited Esquires U.A.E. Limited
Esquires Coffee India Limited Esquires UK 1 Limited
Esquires Coffee Malaysia IP Holdings
Limited
Franchise Development Limited
Esquires Coffee Supply Limited Franchise Holdings NZ Limited
Esquires Egypt Limited Franchise Management NZ Limited
Esquires EP & Bahrain Limited Jackson & Associates Limited
Esquires Fiji Limited LSD Global Limited
Esquires Global IP Holdings Limited Nikau Trust
Esquires India Limited Resnik Corporation Limited
Esquires Indonesia Limited Scarborough Fair Limited
Esquires Iraq IP Holdings Limited Esquires Jordan Limited
Esquires Kuwait Limited Esquires Malaysia Limited

Michael George Rae Hutcheson
2 Life Limited Lighthouse Ventures Limited
Eschool Holdings Limited Lonely Cow Wines Holdings Limited
Eschool Limited AUT Ventures
Hotfoot Retail Services Limited Image Centre Limited
Ice Capital Investments Limited Tangible Media Limited
Image Centre Holdings Limited The Lighthouse Ideas Company Limited
Carthage Corporation Limited Patiki Farming Limited

COOKS COFFEE COMPANY LIMITED
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Michael George Ambrose
Arvida Group Limited Sirocco Trustees Todd Limited
Southern Fruits International GP Limited Sirocco Trustees 2008 Limited
Sirocco Trustees Phillips Limited Sirocco Trustees Lindoc Limited
Sirocco Trustees McCallum-Clark Limited Sirocco Trustees Fairview Limited
Sirocco Trustees Jacobson Limited Sirocco Trustees Prycie Limited
Sirocco Trustees Macpherson Limited Sirocco Trustees Donaldson Limited
Sirocco Trustees No 10 Limited Sirocco Trustees Gane Limited
Sirocco Trustees No 1 Limited Sirocco Trustees Aramowicz Limited
Almonte Holdings Limited Sirocco Trustees Clark Limited
Ashville Consultancy Limited Sirocco Trustees Randolph Limited
Sirocco Trustees Glasson Limited Garra International Limited
Sirocco Trustees DLM Limited Deltop Holdings Limited
Sirocco Trustees Cooper Limited Australian Lobster Company (GP) Limited
Sirocco Trustees Sbft Limited FLC Trustee Limited
Sirocco Trustees Huntley Limited Lobster Management GP Limited
Sirocco Trustees Goleman Limited Deep Creek Fruits GP Limited
Melrose Equities Limited Dirocco Trustees Waters Limited
Sirocco Trustees Aws Limited Dirocco Trustees Nikau Limited
Sirocco Trustees May Limited Arvida Group Limited
Chateau Marlborough Hotel 2014 Limited Sirocco Trustees Beneagle Limited
Chateau Marlborough Holdings 2014
Limited
Sirocco Trustees Celmins Limited
Fiordland Lobster Company Limited Sirocco Trustees Windermere Limited
Sirocco Trustees Kimberley Limited Sirocco Trustees Church Lane Limited
Sirocco Trustees Dufner Limited Sirocco Trustees Henderson Limited
Sirocco Trustees Murray Mcarthur
Limited
Senior Move Managers Limited

Paul Valentine Mark Elliott
Agribusiness Investments NZ Limited Elliott Capital Advisors Limited
Agribusiness Solutions NZ Limited Parawai Point Trustees Limited
Ignite Finance Limited Revive Finance Limited
Ignite Solutions Limited Ignite Nominees Limited

Peihuan Wang
Shanghai Shiban Supply Chain Co. Ltd Spar China Group LTD.
Jiajiayue Group Limited. (China) Weihai Station Limited
Jiajiayue Holding Group Limited (CHINA)

Alex Qiang Kui
Caiyun International Investment Limited Australia YMCI Pty Limited
Top Spring International Holding Limited

COOKS COFFEE COMPANY LIMITED
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Spread of Quoted Security Holders as at 31 March 2022:
RANGE
SHAREHOLDERS SHARES
NUMBER % NUMBER %
1-1,000 364 57.05% 56,737 0.11%
1,001-5,000 111 17.40% 261,679 0.49%
5,001-10,000 36 5.64% 259,340 0.49%
10,001-50,000 67 10.50% 1,538,604 2.90%
50,001-100,000 21 3.29% 1,475,662 2.78%
100,001 and over 39 6.11% 49,467,471 93.23%
TOTAL 638 100.00 53,059,493 100.00

COOKS COFFEE COMPANY LIMITED
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20 Largest Holdings of Equity Securities
As at 31 March 2022:
Rank Investor Name Total Units % Issued
Capital
1 Graeme Keith Jackson, Patricia Frances Jackson
& Philip Mack Picot
11,675,660 22.00%
2 Jiajiayue Holding Group 10,591,374 19.96%
3 Yunnan Health AND Tourism 6,714,643 12.65%
4 Graham Hodgetts 3,547,910 6.69%
5 CCC Employee Share Trust 3,388,837 6.39%
6 Adg Investments Limited 2,813,317 5.30%
7 Alistair Tillen 1,337,681 2.52%
8 Suhua He 927,679 1.75%
9 David Hodgetts 808,041 1.52%
10 Sezan Walker 804,646 1.52%
11 PKB Trustees Limited 800,000 1.51%
12 Scott Francis Vernon 555,556 1.05%
13 Shuxin Zhang 415,218 0.78%
14 Peter James Kirton 333,715 0.63%
15 Michael Ambrose 333,333 0.63%
16 Sanjac Holdings Limited 333,333 0.63%
17 FNZ Custodians Limited 313,655 0.59%
18 New Zealand Central Securities 304,662 0.57%
19 Anne Margaret Mervis 301,432 0.57%
20 Paul Valentine Mark Elliott 226,296 0.43%

SUBSTANTIAL PRODUCT HOLDERS
The following information is provided in compliance with section 293 of the
Financial Markets Conduct Act 2013 and is stated as at 31 March 2022. The total
number of voting financial products of Cooks Coffee Company Limited at that
date was 53,059,493 and ordinary shares are the only such product on issue.

COOKS COFFEE COMPANY LIMITED
Page 73 of 82

EMPLOYEE REMUNERATION
During the accounting period, the following number of CCC’s
employees/independent contractors (not being a director) received remuneration
and other benefits in that person’s capacity as employee/independent contractor
of CCC, the value of which exceeded $100,000 per annum:
Remuneration ranges
For CCC Group:
Number of
employees
2022
Number of
employees
2021
100,000 – 109,999 1 -
110,000 – 119,999 2 1
130,000 – 139,999 - 1
140,000 – 149,999 - -
160,000 – 169,999 - -
170,000 – 179,999 - 1
180,000 – 189,999 1 1
190,000 – 199,999 - -
200,000 – 209,999 - 1
DIRECTOR REMUNERATION AND OTHER BENEFITS
During the accounting period, the Directors of the Company received the
following remuneration:
Name
Directors’
Fees
Executive
Salary
Share based
payments
Mike Hutcheson
39,600 - -
Graeme Keith Jackson -
240,000 -
Paul Elliott
40,000 - -
Michael Ambrose
13,333
Peihuan Wang
- - -
Alex Qiang Kui
- - -
Donations
No donations were made in the 12-month financial period ended 31 March
2022.

COOKS COFFEE COMPANY LIMITED
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CORPORATE GOVERNANCE STATEMENT
Cooks Coffee Company Limited (CCC) believes in the benefit
of good corporate governance and the value it provides for shareholders and
other stakeholders. CCC is committed to ensuring that the company meets best
practice corporate governance principles, to the extent that it is appropriate for
the nature of CCC’s operations.
The board of CCC is responsible for establishing and implementing the
company’s corporate governance frameworks, and is committed to fulfilling this
role in accordance with best practice having regard to applicable laws, the NZX
Corporate Governance Code and the Financial Markets Authority Corporate
Governance – Principles and Guidelines.
As at 31 March 2020, CCC has implemented policies and processes to establish,
shape and maintain appropriate governance standards and behaviours
throughout CCC that aligns with the NZX Corporate Governance Code 2017
(Code). CCC’s approach to applying the recommendations outlined in the Code
is set out below. This statement is set out in the order of the principles
detailed in the Code and explains how CCC is applying the Code’s
recommendations. CCC is in compliance with the Code, with the exception of
recommendations 2.8 and 6.1 for the reasons explained below.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour
and hold management accountable for these standards being followed
throughout the organisation.”
Code of Ethics
The Board Charter, Code of Ethics and Code of Conduct establish the
standards of ethical behaviour expected of Directors and staff. The Board
expects Directors, management and staff to personally subscribe to these
values and use them as a guide to make decisions. The Audit and Risk
Committee has responsibility for monitoring compliance with internal
processes, including compliance with the Code of Ethics.
Directors are expected to ensure the potential for conflicts of interests is
minimised by restricting involvement in other businesses or in private
capacities that could lead to a conflict. In considering matters affecting the
Company, Directors are required to disclose any actual or potential conflicts.
Where a conflict or potential conflict is disclosed, the Director takes no further
part in receipt of information or participation in discussions on that matter.
The Board maintains an interests’ register and it is reviewed at each board
meeting.
Should any member of staff have concerns regarding practices that may
conflict with the Code of Conduct they are able to raise the matter with the

COOKS COFFEE COMPANY LIMITED
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Chair, as appropriate, on a confidential basis. Directors
would raise any concerns regarding compliance with the
Code of Ethics with the Chair. The Chair of the Board and the Chair of the
Audit and Risk Committee note there have been no financial matters raised in
this respect in the 2022 financial year.
Financial Product Trading
Directors, officers, employees and contractors are restricted in their trading of
Cooks Coffee Company securities and must comply with the Financial Products
Trading Policy and Guidelines which is available on the Website.
Principle 2 – Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Board Charter
The Board of Directors of the Company is elected by the shareholders to
supervise the management of the Company. The Board establishes the
Company's objectives, overall policy framework within which the business of
the Company is conducted and confirms strategies for achieving these
objectives. The Board also monitors performance and ensures that procedures
are in place to provide effective internal financial control.
The Board is responsible for guiding the corporate strategy and direction of the
Company and has overall responsibility for decision making. The Board has
delegated responsibility for implementing the Board’s strategy and for
managing the operations of the Company to the Chairman.
CCC’s board operates under a written charter which defines the respective
functions and responsibilities of the board, focusing on the values, principles
and practices that provide the corporate governance framework. The charter
complies with the relevant recommendations in the Code and is reviewed
annually.
The board uses committees to address certain matters that require detailed
consideration. The board retains ultimate responsibility for the function of its
committees and determines their responsibilities.
Nomination and appointment of directors
In accordance with CCC’s constitution and NZX Listing Rules, the directors are
required to retire by rotation and may offer themselves for re-election by
shareholders each year. Procedures for the appointment and removal of
directors are also governed by the Board Charter. CCC does not maintain a
separate nomination committee, given the current size and nature of CCC’s

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business, director nominations and appointments are the
responsibility of the full board.
Written Agreements with directors
CCC intends to enter written agreements with any newly appointed directors
establishing the terms of their appointment.
Director Information and Independence
The Board currently comprises of five Directors including the Chairman & Chief
Executive Officer, Keith Jackson. The Board met five times during the year on a
formal basis. The Audit and Finance Committee meetings are held outside these
meetings on a regular basis as required.
The board takes into account guidance provided under the NZX Listing Rules in
determining the independence of directors. Director independence is considered
annually. Directors are required to inform the board as soon as practicable if
they think their status as an independent director has (or may have) changed.
The directors that the board considers are independent and information in
respect of directors’ ownership interests is contained in this annual report.
Diversity
Cooks recognises the wide-ranging benefits that diversity brings to an
organisation and its workplaces. Cooks’ endeavours to ensure diversity at all
levels of the organisation to ensure a balance of skills and perspectives are
available in the service of our shareholders and customers. To this end, the Board
is committed to fostering a culture that embraces diversity.
The Board also has the responsibility of monitoring and promoting the diversity
of staff and associated corporate culture, including requiring that recruitment
and selection processes at all levels are appropriately structured so that a
diverse range of candidates are considered and to avoid conscious and
unconscious biases that might discriminate against certain candidates.
The gender balance of the Group’s Directors, officers and all employees were as
follows:

As at 31 March 2021 As at 31 March 2022
Directors Officers Employees Directors Officers Employees
Female - - 13 - - 13
Male 5 1 13 6 1 13
Total 5 1 26 6 1 26
Director Training

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All directors are responsible for ensuring they remain current
in understanding their duties as directors. Where necessary,
CCC will support directors to help develop and maintain directors’ skills and
knowledge relevant to performing their role.
Separation of the Chair and Managing Director
Due to the size and nature of CCC and its cash flow requirements CCC does not
comply with 2.8 of the Code, the chair of the board and managing director are
not separate people.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in
key areas, while still retaining board responsibility.”
Given the small scale of the company and board, the board currently has one
standing committee, the Audit and Risk committee. This committee operates
under a specific charter which is approved by the Board and will be reviewed
annually. Any recommendations made by these committees are
recommendations to the board.
Directors
Name Status Current/Resigned
Sub-
committee
membership
Attendance
*
Keith Jackson Chairman & CEO
Executive
Appointed 18/8/08 Audit,
Finance &
Marketing
5
Paul Elliott Non-Executive
Independent
Appointed 30/5/19 Audit &
Finance
5
Mike Hutcheson Non-Executive
Independent
Appointed 3/10/13 Marketing 5
Michael
Ambrose
Non-Executive
Independent
Appointed 29/11/21 Audit &
Finance
2
Peihuan Wang Non-Executive
Independent
Appointed 29/4/16 - 2
Alex Qiang Kui Non-Executive
Independent
Appointed 27/2/19 - 2
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the objectives of the Audit and
Risk Committee which are to provide assistance to the board in fulfilling its
responsibilities in relation to the company’s financial reporting, internal controls
structure, risk management systems and the external audit function.
The audit committee currently comprises Keith Jackson, Paul Elliott, Mike
Hutcheson and Michael Ambrose. Paul Elliott, Mike Hutcheson and Michael
Ambrose are considered Independent Directors for the purposes of NZX Listing

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Rule 2.1.1. All members of the Audit and Risk Committee have
appropriate financial experience and an understanding of the
industry in which CCC operates.
The Audit and Risk Committee focusses on audit and risk management and
specifically addresses responsibilities relative to financial reporting and
regulatory compliance. The Audit and Risk Committee is accountable for
ensuring the performance and independence of the external auditor, including
that CCC provides for 5-yearly rotation of either the external auditor or the lead
audit partner.
The committee provides a forum for the effective communication between the
board and external auditors. The responsibilities of the committee include:
• reviewing the appointment of the external auditor, the annual audit plan,
and addressing any recommendations from the audit;
• reviewing any financial information to be issued to the public; and
• ensuring that appropriate financial systems and internal controls are in
place.

The Audit and Risk Committee may have in attendance the Managing Director
and/or others including the external auditor as required from time to time.
Takeover Response Protocol
The board has protocols in place that set out the procedure to be followed if
there is a takeover offer for CCC. This procedure is set out in the board
charter.
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting,
and in the timeliness and balance of corporate disclosures.”
Continuous Disclosure
The board focusses on providing accurate, adequate and timely information
both to existing shareholders and the market generally. This enables all
investors to make informed decisions about CCC.
CCC, as a company listed on the NZX Main Board, has an obligation to comply
with the disclosure requirements under the NZX Listing Rules, and the
Financial Markets Conduct Act 2013. CCC has a Continuous Disclosure Policy
designed to ensure this occurs. CCC recognises that these requirements aim
to provide equal access for all investors or potential investors to material
price-sensitive information concerning issuers or their financial products. This
in turn promotes confidence in the market. The Continuous Disclosure Policy
outlines the obligations for CCC in satisfying the disclosure requirements.
CCC’s Disclosure Officer (currently the Chair) is responsible for ensuring

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compliance with the NZX continuous disclosure
requirements and overseeing and co-ordinating disclosure to
the exchange.
Financial Reporting
The Board monitors:
• available cash in the Company to ensure there are sufficient funds
available to satisfy debts as they fall due; and
• the continued support of the Company’s principal creditors, to ensure
their continued support of the Company and continued intention to not
call up amounts owing to them.
The Board is committed to keeping the market and its shareholders informed
of all material information relating to the Company through meeting the
obligations imposed under the Listing Rules and relevant legislation such as the
Financial Markets Conduct Act 2013.
CCC seeks to make disclosures in a timely and balanced way to ensure
transparency in the market and equality of information for investors. The
Company also recognises the benefits of providing other releases that broaden
the market’s knowledge of the Company’s business and financial performance
and seeks, where appropriate, to use communications that achieve this
objective.
The website is a key channel for the distribution of Cooks’ information and is
updated after documents are disclosed on the NZX.
The Chair of the Board and the CEO are responsible for the day to day
management of ensuring these obligations are met. The Board will review
compliance with the continuous disclosure obligations at every board meeting.
Cooks was referred by NZX to the NZ Markets Disciplinary Tribunal (Tribunal)
and in a determination dated 4 February 2020, the Tribunal found that Cooks
Coffee Company Limited (CCC) breached NZX Listing Rule 3.6.1 by filing its 2019
Annual Report 5 business days late. The Tribunal ordered that CCC pay a
financial penalty of $35,000, pay the costs of NZX and the Tribunal, and be
publicly censured.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and
reasonable.”
Directors’ Remuneration
The Remuneration Committee makes recommendations to the board on
remuneration matters in keeping with the Remuneration Policy which outlines
the key principles that influence CCC’s remuneration practices. The committee
is also responsible for making recommendations to the board on the

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remuneration of the Chair. Directors’ fees are determined
by the board on the recommendation of the committee
within the aggregate director remuneration pool approved by shareholders.
Details of remuneration paid to directors are disclosed in this annual report.
Principle 6 –Risk Management
“Directors should have a sound understanding of the material risks faced by
the issuer and how to manage them. The Board should regularly verify that the
issuer has appropriate processes that identify and manage potential and
material risks.”
The board considers its material risks are any decision to realise or make new
investments and to carefully manage cash flow. The Managing Director reports
regularly to the full board on these key risks, and operating expenses are kept
to a bare minimum.
Key risk management tools used by CCC include the Audit and Risk Committee
function and outsourcing certain functions to service providers (such as legal
and audit). CCC also maintains insurance policies that is considers adequate
to meet insurable risks. The board of CCC will continue to regularly consider
any potential risks and its risk management processes and adapt these should
the nature and size of the business change in the future. While CCC is
comfortable this approach to risk is sufficient, it does not comply with
recommendation 6.1 of the Code as it does not have a formal risk management
framework.
Health and Safety
The board does not consider it necessary to maintain a specific health and
safety committee. The full board of CCC recognise the importance of health
and safety considerations, and will continue to assess any risks, management
and performance in this regard in the future.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit
process.”
The Audit and Risk Committee makes recommendations to the board on the
appointment of the external auditor as set out in Audit and Risk Committee
Charter. The committee also monitors the independence and effectiveness of
the external auditor and reviews and approves any non-audit services
performed by the external auditor.
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the
issuer.”

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Information for Shareholders
The Company aims to ensure that shareholders are informed
of all major developments affecting the Company affairs. Information is
communicated to shareholders in the Annual Report, Interim Report, and
regular NZX announcements, including major share transactions, acquisitions,
store expansion and new franchises and any personnel changes of significance.
The company website provides an overview of the business and information
about CCC. This information includes details of investments, latest news,
investor information, key corporate governance information, and copies of
significant NZX announcements. The website also provides profiles of the
directors and the senior executive team. Copies of previous annual reports,
financial statements, and results presentations are available on the website.
Shareholders have the right to vote on major decisions of the company in
accordance with requirements set out in the Companies Act 1993 and the NZX
Listing Rules.
Communicating with Shareholders
CCC endeavours to communicate regularly with its shareholders through its
market updates and other investor communications. The company receives
questions from time to time from shareholders, and has processes in place to
ensure shareholder communications are responded to in a timely and accurate
manner. CCC’s website sets out appropriate contact details for
communications from shareholders, including the phone number and email
address of the Chair, Keith Jackson. CCC provides the opportunity for
shareholders to receive and send communications by post or electronically.
CCC sends the annual shareholders notice of meeting and publishes it on the
company website as soon as possible and at least 28 days before the meeting
each year.

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Company Directory
Company number: 2089337
Year of incorporation: 2008
Registered office: Level 1, 96 St Georges Bay Road,
Parnell,
Auckland, 1052
Nature of business: Food & beverage industry
Directors: Graeme Keith Jackson
Michael George Ambrose
Michael George Rae Hutcheson
Peihuan Wang
Paul Valentine Mark Elliott
Alex Qiang Kui
Solicitors: Duncan Cotterill
Wellington
Bankers: ANZ Bank, Auckland
Auditors: William Buck Audit (NZ) Limited
Share registry: Link Market Services Limited
Auckland