Metro Performance Glass logo

Metroglass Annual Report for the year ended 31 March 2023

Annual Report13 June 2023MPGReal Estate

2023 Annual Report

2023 Annual Report

Our Year in Review2
Chair and CEO Report4

Management Summary6

New Zealand and Australian Market Review8

Board of Directors10

Senior Leadership Team12

Consolidated Financial Statements 15

Notes to the Consolidated Financial Statements21

Independent Auditor’s Report50

Corporate Governance 56

Remuneration Report64

Statutory Information68

Company Directory73

CONTENTS

Contents

1

OUR YEAR
$

263.5

m

GROUP REVENUE

(FY22: $236.1m)

Net Debt

(FY22: $52.3m)

$

60.1

m

Capex

(FY22: $11.9m)

$

6.4

m

Group EBIT

1

(FY22: $5.9m)

$

11.8

m

Leverage Ratio

2

(FY22: 3.8x)


3.2

x

1 Earnings before interest, tax and significant items2 Net debt to EBITDA, measured on a pre-IFRS-16 basis

AUSTRALIAN GLASS

GROUP REVENUE

NEW ZEALAND

REVENUE

$

186.7

m

+5%

$

76.8

m

+32%

EBIT

1


$

6.4

m

(-14%)EBIT

$

6.4

m

+$6.7m

2

2023 Annual Report

IN REVIEW
Customer survey results show

sustained satisfaction

1

Our Year in Review

1 Survey question: “On a scale of 1 to 10, how likely are you to recommend Metroglass to a friend or colleague?”

AUSTRALIAN GLASS GROUP

DOUBLE GLAZING SALES

GROWTH

+

31%

NOV

2022

MAY

2022

DEC

2021

MAY

2021

NOV

2020

JUN

2020

NOV

2019

JUN

2019

NOV

2022

MAY

2022

DEC

2021

MAY

2021

NOV

2020

JUN

2020

NOV

2019

JUN

2019

7.3

7.6

7.3

7.97.97.9

7.8

8.1

8.08.08.0

8.1

7.7

7.8

7.77.7

New ZealandAustralian Glass Group

3

4
2023 Annual Report

The last year was yet

another challenging one

for the Metro Performance

Glass Group.

The New Zealand supply chain continued

to be disrupted by the flow-on effects

of the pandemic, cost inflation appeared,

and the early signs of a construction

sector down-turn became apparent.

The New Zealand business took a series

of actions to manage these challenges.

Australian Glass Group (AGG) delivered

a milestone year, achieving revenue

growth and a return to profitability.

The focus for both businesses remains

on supporting customers by delivering

quality products that meet the changing

requirements of the market and the

increasing need for high-performing glass.

Financial performance

Group revenue for the year to 31 March

2023 of $263.5 million was 12% higher than

the prior year, supported by 32% growth in

Australia and a modest 5% in New Zealand.

Operational and financial performance

in AGG supported the significant increase

in profitability this year, as progressive

margin improvements and cost saving

initiatives bolstered the New Zealand

business. Group EBIT before significant

items rose 100% to $11.8 million.

Net debt increased from $52.3 million to

$60.1 million at 31 March 2023, reflecting

the higher value of inventory and trade

receivables, a greater stock quantity on

hand to cover the lack of reliability in the

supply chain and the increased working

capital requirements to support the

growth in the AGG business.

Positioning New Zealand for

a changing market

The business made good progress to

address the inflationary pressures and

supply chain volatility. While the challenges

are expected to continue, our focus

remains firmly on operational efficiency

and positioning the company to meet the

needs of a changing market dynamic.

In the year, we reset the business

structure; ceasing manufacturing at

the Bay of Plenty plant, corporate

restructuring and reducing headcount.

These changes will achieve annual

savings of $8.0 to $9.0 million in FY24.

Gross profit margin has progressively

recovered through quarter four as supply

chain disruption reduced, international

freight costs began to ease and cost-out

initiatives were implemented.

Our investments to increase furnacing

capacity ‘debottlenecked’ our

manufacturing network, increased

capability for processing Low Emissivity

(Low E) glass and improved quality. We also

launched a first for the residential market

product, SunX™ Grey, which is the latest

in solar control technology. These positive

steps will satisfy the growing demand for

high-performing Low E glass in line with the

H1 building code changes which apply now.

Australian Glass Group (AGG)

turnaround and the decision

to explore divestment

In FY23 AGG has performed well, even

with disruptions to supply chains and

labour availability. AGG’s improved

profitability delivered a 32% increase

in revenue to $76.8 million and EBIT of

$6.4 million, an improvement of $6.7 million

on the prior year.

PETER GRIFFITHS

Chair

CHAIR

AND CEO

REPORT

SIMON MANDER

CEO

Chair and CEO Report
The focus for both businesses

remains on supporting

customers by delivering quality

products that meet the

changing needs of the market

and the increasing need for

high-performing glass.

5

The FY23 result is a positive payback for

consistent operational stability. Customers

have remained supportive, the Australian

construction sector has strengthened

and AGG’s domestic raw material supply

was able to recover quickly from disruption.

Marked improvements in market pricing

offset inflationary pressures, which

also reflected the increased need for

high-performing double glazing in the

Australian markets.

In February 2023 Metroglass announced

its intention to explore divestment options

for the Australian business. This process

continues to progress and is expected to

take a number of months.

AGG has solid fundamentals and a strong

growth plan that leverages the adoption

of double glazing in the south-east of

Australia in line with National Construction

Code changes. As AGG enters the next

phase of its growth strategy and serving

increasing demand for double glazing

across the Australian residential market, it

is now an appropriate time to consider the

options for this business.

The proceeds from any transaction will be

directed towards the reduction of debt.

Metroglass is targeting a leverage ratio of

1.0x net debt to EBITDA. This net debt level

will significantly improve the resilience of

the New Zealand business as it manages

the dynamics of a changing cycle.

Capital management

Metroglass’ net debt increased by $7.8 million

to $60.1 million during the year, driven by

working capital. Its net debt to EBITDA (on

a pre-IFRS 16 basis) ratio decreased to

3.2x at 31 March 2023 from 3.8x.

Working capital grew by 22% to $43.2

million at 31 March 2023. This was the

result of higher-value inventory and

trade receivables, a greater safety stock

quantity on hand and the working capital

requirements of a growing business in AGG.

Metroglass has begun to reduce working

capital commitments in line with the

improving reliability of the international

supply chain and this is expected to

materially reduce working capital

requirements through the first half

of FY24.

During the year, Metroglass concluded an

extension of its current syndicated banking

facilities out to the end of October 2024

(previously October 2023).

Market outlook

The 12-month rolling number of residential

consents issued in New Zealand has

declined from its peak through the first

quarter of 2023. Activity levels in the

beginning of FY24 have remained within

expectations and customers continue

to indicate a stable pipeline of work in

the near term. However, the economic

outlook presents significant uncertainty

for the number of consents issued and the

dwellings ultimately constructed in FY24.

As a consequence of the forecasted

lower construction activity, a review of

the carrying values of Metroglass’ assets

resulted in a $10.0 million impairment

on New Zealand goodwill, which initially

arose from acquisitions completed in 2012

(pre-IPO). This non-cash charge has no

impact on the company’s bank covenants

and is presented as a significant item in

the FY23 financial statements.

As international freight costs and

disruption moderate through the next

six months, combined with the increasing

demand for Low E products driven by the

new H1 building code, the level of financial

performance in the first half of FY24 in

New Zealand is expected to be better

than the prior comparable period.

Economic headwinds from inflation,

lower house prices and other external

pressures are likely to accelerate the

decline in building activity through the

second half of FY24. Metroglass continues

to monitor a range of scenarios and has

appropriate plans to continue to improve

the profitability of the New Zealand

business. The cost-out programme and

restructuring of the New Zealand business

announced in November 2022 will continue,

delivering operational and financial benefits

throughout FY24.

An improvement in the financial

performance of the New Zealand business

in the first half of FY24, an unwinding

of working capital and a continued

contribution from AGG will allow for

a meaningful reduction in net debt in the

first half of FY24. Net debt is expected

to be below $55.0 million at the half year.

As announced in March 2023, for the

12 months to 31 March 2024 management

forecasts are for AGG to achieve revenue,

EBITDA and EBIT of approximately

AUD 79.0 million, AUD 11.5 million and

AUD 7.5 million

1

respectively.

Despite the signalled declines in economic

conditions, Metroglass continues to

operate well, and through a combination

of the price increases to recover rising

input costs, cost-saving initiatives and

building code changes that will support

sales of higher-value products, Metroglass

is well positioned to continue improving

its performance.

To conclude, we’d like to take this

opportunity, on behalf of the board and

management team, to thank our employees,

customers, suppliers and shareholders for

their continued commitment and support.

PETER GRIFFITHS

Metro Performance Glass Chair


SIMON MANDER

Metro Performance Glass

Chief Executive Officer

1 Excluding Group Management fee of NZD 0.5 million.

Metroglass is the
largest glass processor

in New Zealand and

operates a diversified

channel strategy across

residential, commercial

glazing and retrofit.

In FY23 the Group made positive steps

forward. The capital invested in furnace and

glass-processing improvements positions

the business well ahead of supportive

regulatory changes in both countries,

we have begun to progressively recover

margins as the elevated freight cost and

supply chain disruption eases, and we

restructured the New Zealand business as

the market dynamic changes.

Group revenue of $263.5 million was an

increase of 12% over the prior comparable

period and Group EBIT

2

increased 100%

to $11.8 million.

The carrying values of the company’s

intangible assets were reviewed in

the context of a declining outlook on

construction activity and resulted in a

$10.0 million impairment to New Zealand

goodwill, which initially arose from

acquisitions completed in 2012 (pre-IPO).

This non-cash charge has no impact on the

company’s bank covenants and is presented

as a significant item in the FY23 financial

statements. As a result, statutory net loss

after tax (NLAT) was $(10.5) million.

2 Earnings before interest, tax and significant items

MANAGEMENT

SUMMARY

6

2023 Annual Report

Total group revenueAustralian Glass GroupRetro NZCommercial
Glazing NZ

Residential NZ

$115.6m

$122.2m

$33.5m

$36.9m

$28.9m

$27.6m

FY22FY23

5%

10%(5%)6%

$76.8m

$58.1m

$263.5m

$236.1m

32%

12%

Good progress was made on customer-

focused initiatives during the year. Our

collaborative efforts with customers

to remain connected and support our

integrated supply chains were positive.

While Metroglass experienced some

service performance challenges, the most

recent customer survey in November 2022

continued to reflect strong results with

the New Zealand business achieving 7.9/10

and AGG 8.0/10.

The safety of our teams is paramount and

underlines our efforts to ensure our people

are staying safe and living well. Our multi-year

safety and wellbeing programme continues to

make good progress and achieved

improvements in safety performance in FY23.

For the New Zealand business, there were the

Total Recordable Injury Frequency Rate

(TRIFR) reducing to 2.5 in FY23, from 5.5 in

the prior year. While we will continue to drive

this number lower, we are pleased that the

improvements in tools, processes and

systems are having positive effects on

our people.

The labour market remains tight in both

New Zealand and Australia. We continue

to emphasise our internal training and

apprenticeship programme to build

capability and provide opportunities for

our people to grow and this is developing a

strong pipeline of senior leaders within the

business. We continue to see ongoing skill

development with 20 apprentices qualifying

this year.

Management Summary

5.9

New ZealandAustraliaOther

3.7

2.1

0.9

0.9

2.6

6.4

4.64.4

0.211.8

FY22 EBIT

FY23 EBIT

Change in net revenue

Lower gross profit margin

Distribution and glazing

Savings in sales &

marketing, and

administration

Other income

and other

Growth in revenue

Gross profit margin

improvements

Increases in expenses

and other

Other Group costs

Group revenue by segment

Group EBIT

7

New Zealand segmental review
The New Zealand business delivered

revenue of $186.7 million, up 5%, primarily

as a result of the additional trading days

and steady operational execution of its

forward work.

In the residential segment, revenue

of $122.2 million was 6% above the

prior year. Commercial glazing activity

remained resilient as revenue rose 10%

to $36.9 million; however, profit margins

in fixed-price contracts were impacted by

rising glass costs. After consecutive years

of growth retrofit revenue declined 5%

to $27.6 million as homeowners reassessed

household spending.

In the Highbrook and Christchurch

plants, we commissioned furnaces to

‘debottleneck’ production capacity

and enhance our capabilities in the

processing of high-performing Low E glass.

As dwellings under the new H1 changes

begin to be built we expect the proportion

of Low E in our sales mix to significantly

increase and our investments ensure we

can satisfy this demand.

The business has begun its recovery

of gross margin and working capital

reductions as supply chain disruptions and

rising input costs abate. Price increases

introduced in FY23 partially offset elevated

input costs and progressively improved

gross margins. This is expected to continue

through the first half of FY24.

Completion of the cost-out programme

at the end of 2022 delivered incremental

cost savings in factory costs (gross profit),

administration expenses and distribution

and glazing costs. Annualised savings of

$8.0 million to $9.0 million are expected

in FY24. Overall, EBIT of $6.4 million was

down 14% compared to the prior year.

NZ revenue

$

186.7

m

+5%

NZ EBIT

$

6.4

m

(-14%)

8

2023 Annual Report

New Zealand and Australian Market Review
Australian Glass Group (AGG)

review

AGG successfully delivered its turnaround

with stable operating performance and a

significant improvement in market pricing,

despite ongoing disruptions and cost

inflation. EBIT of $6.4 million reflects an

improvement of $6.7 million year-on-year.

This was supported by the increase in

revenue and gross profit margin, partially

offset by an increase in variable costs to

service the growth in demand.

Throughout the year, market conditions

have remained positive in the construction

sector and AGG’s reputation as a

specialised high-performance double-

glazing processor continues to strengthen.

As operational performance continues

to improve and disruptions to supply and

resource availability abate, AGG is well

prepared for further growth as double-

glazing adoption increases with the

National Construction Code (NCC) changes.

The NCC changes in energy efficiency will

impact AGG and the Australian glazing

industry. This amendment increases the

thermal performance requirements for

new residential buildings and will result

in a minimum standard of double glazing in

colder climate zones, for example Canberra,

the majority of Victoria and all of Tasmania.

Currently compliance with the industry

standard and construction code is satisfied

through single-glazed windows. In addition,

where standard aluminium frames are used

in colder climates (which is the majority of

our market), there will be higher demand in

more advanced high Low E double glazing.

AGG revenue

$

76.8

m

+32%

AGG EBIT

$

6.4

m

+$6.7m compared

to prior year

9

JENN BESTWICK
Independent, Non-Executive Director,

Member of the Audit and Risk Committee

Appointed: May 2022

Jenn’s background is in strategy and

organisational performance and she

has previously held a number of senior

management roles and performed

various reviews for government agencies.

Jenn currently works across sectors

as diverse as science and Innovation,

education, tourism, engineering and

environment. She is also the Chair

of Tonkin + Taylor Group Limited, Chair

of the Tertiary Education Commission,

and holds directorships for Invercargill

City Holdings Limited and Antarctica

New Zealand. Jenn has a Bachelor of

Laws from the University of Nottingham,

UK, and is a Member of the Institute

of Directors.

PETER GRIFFITHS

Independent, Non-Executive Chair

and Member of the People and

Culture Committee

Appointed: September 2016

After a career in the energy industry

Peter has become a professional

director. His last executive position

was as Managing Director of BP Oil

New Zealand, retiring in 2009. He has

previously served on a number of boards

including Z Energy, Marsden Maritime

Holdings, The New Zealand Refining

Company, and New Zealand Oil and Gas.

He is also Chair of the New Zealand

Business and Parliament Trust and has

private interests in general aviation.

Peter holds a Bachelor of Science

(Honours) from Victoria University

of Wellington.

JULIA MAYNE

Independent, Non-Executive Director,

Member of the Audit and Risk Committee

Appointed: September 2021

Julia is Sydney based and is currently the

Head of Commercial at Scottish Pacific

Business Finance. Prior to this, she

completed several consulting, programme

management and Acting CEO roles

focused on business improvement. From

2001 to 2015, Julia held senior financial

leadership positions across the Fletcher

Building Group, including the roles of

General Manager Finance – Building

Products division, the CFO of the Crane

Division, and Divisional Finance Manager

– Stramit Building Products. Julia is a

qualified CPA, has a CPA MBA from Deakin

University, a Bachelor of Commerce

(Honours) from the University of NSW

and a Bachelor of Commerce from the

University of Wollongong.

BOARD OF

DIRECTORS

10

2023 Annual Report

Board of Directors
GRAHAM STUART

Independent, Non-Executive Director,

Chair of the Audit and Risk Committee

Appointed: December 2019

Graham has over 30 years’ experience in

senior executive and governance roles

in New Zealand and internationally. He

was previously the CEO of Sealord Group

from 2007 to 2014 and prior to that was

CFO and Director of Strategy with the

Fonterra Co-operative Group from 2001

to 2007. Graham is the Chair of EROAD

Limited, an independent director and

Chair of the audit committee of Tower

Limited and independent director and

Chair of Northwest Healthcare Property

Management Limited. He is a Fellow

of Chartered Accountants Australia

& New Zealand. Graham has a Master

of Science from Massachusetts Institute

of Technology and a Bachelor of Commerce

from the University of Otago.

MARK EGLINTON

Independent, Non-Executive

Director, Chair of the People

and Culture Committee

Appointed: April 2020

Mark is currently the Group CEO and

a director of NDA Group, a leading

international engineering and fabrication

business. Prior to this, he was the CEO

of Tenon Limited (NZX listed at that time)

from 2005 to 2009 and held several senior

positions with Fletcher Building, including

the role of Managing Director of Fletcher

Aluminium & Plyco Doors from 1999 to

2001. Mark has a Bachelor of Commerce

and a Bachelor of Laws from the University

of Otago.

RHYS JONES

Independent, Non-Executive

Director, Member of the People

and Culture Committee

Appointed: April 2018

Rhys has had a 30-year career working

in the Australasian building material and

packaging industries. He is currently the

Managing Director and CEO of Vulcan

Steel Limited, a dual-listed trans-

Tasman steel distributor with over 30

business units across Australasia. He

is also a director of Carbine Aginvest

Corporation Limited (formally Tru-

Test Corporation Limited) and Ridley

Corporation Limited. Prior to joining

Vulcan Steel in 2006, Rhys has held

senior roles, in particular with Carter

Holt Harvey Ltd and Fletcher Challenge,

including as Chief Operating Officer of

the Pulp, Paper and Packaging business

of Carter Holt Harvey. He holds a Master

of Business Studies from Massey

University and a Bachelor of Science

from Victoria University of Wellington.

11

SENIOR
LEADERSHIP

TEAM

12

2023 Annual Report

SIMON MANDER
Chief Executive Officer

Simon has broad leadership expertise at

senior levels across industries ranging

from ag-tech, building products, to

flexible and fibre-based packaging.

During Simon’s career, he has specialised

in performance improvement, as well as

in strategy development and execution.

He has worked internationally in a

number of industries and has recent

experience in the New Zealand and

Australian building products market.

Simon joined Metroglass from Tru-Test

Corporation Limited, a world-leading

New Zealand-based ag-tech company

where he was CEO. Prior roles have been

with well-known companies such as

Fletcher Building, DS Smith, Carter Holt

Harvey, Partners in Performance, Lion

Nathan and McKinsey. He was also a

director of NZX-listed Wellington Drive

Technologies for 10 years.

Simon has a trade background in aircraft

engineering and holds a Bachelor of

Engineering (Mech) from the University

of Auckland. In addition, he represented

New Zealand in yachting on a number of

occasions including in the International

470 class at the 1988 Olympic Games.


BRENT MEALINGS

Chief Financial Officer

Brent was appointed as Chief Financial

Officer in January 2020. He joined Metroglass

following a 17-year career with Fonterra

Co-operative Group where he held various

leadership positions, most recently Director

Commercial Global Operations. Prior to

Fonterra Brent worked within New Zealand

and internationally in other industries

including brewing, management consulting,

electricity generation and gold mining.

Brent is a Chartered Accountant and holds

a Master of Business Administration from

the University of Canterbury.


ROBYN GIBBARD

General Manager

Upper North Island

Robyn leads the Upper North Island region

for Metroglass and has worked in the

business for more than 20 years. She has

previously led Metroglass’ sales force

nationally and held many customer-facing

roles across commercial glazing, branch

management and sales management.

ANDREAS PAXIE

General Manager

Lower North Island

Andreas leads the Lower North Island

region and joined the company in March

2022. He has a strong background in

commercial sales, project management and

general management across a wide variety

of industries and was most recently

National Sales Manager for Securely and

General Manager for the Lower North

Island for Wormald. Andreas has also been

a senior leader for a diverse range of

other companies including IBM, Pacific

Wallcoverings and ACCO brands.

He holds a Bachelor of Technology

(Operations Research) from Massey

University, and a postgraduate Diploma in

Business from Henley Management College.


NICK HARDY-JONES

General Manager South Island

Nick leads the South Island region for

Metroglass and has been with the company

since 2016. He previously spent five years

in leadership roles within Metroglass’ South

Island Commercial and Glazing businesses.

Prior to working in the glass industry,

Nick held category, product and sales

management roles within the commercial

and residential roofing and cladding

industries.

He holds a Bachelor of Commerce from the

University of Canterbury.


AMANDEEP KAUR

Group Safety and Wellbeing Manager

Amandeep leads Group Health and Safety

across both our New Zealand and

Australian businesses, responsible for

the development and implementation of

our health and safety strategy. She

brings with her a wealth of experience,

with strengths in creating and

implementing a high-performing safety

culture. Before joining the company,

Amandeep held senior health and safety

roles at Harrison Grierson, Sinclair

Knight Merz, and Compass Group, after

starting her career in quality assurance

with Nestlé, Frucor and Real Foods.

Amandeep holds a Master in Food

Science Technology as well as a

Graduate Diploma in Occupational

Health and Safety.

DAYNA ROBERTS

Human Resources Director

Dayna leads Metroglass’ Human Resources

team nationally. She has over 10 years’

experience in HR, Talent and Recruitment,

spending eight years at Fletcher Building

before commencing with Metroglass.

Dayna holds a Bachelor of Business in

Marketing and Management and a

New Zealand Diploma in Business from

the Auckland University of Technology.


RUBEN FERGUSON

General Manager – Market Strategy

Ruben leads Metroglass’ Marketing,

National Sales and Technical teams and

has been with the company since 2019.

He joined Metroglass from Fletcher

Building, where he held a variety of roles

ranging from commercial finance, business

Transformation, through to national sales

and distribution leadership.

Earlier in his career, Ruben gained

commercial finance experience in the media

industry, leading project

development throughout New Zealand,

the UK and China.

Ruben holds a Bachelor of Commerce

from the University of Otago.

Senior Leadership Team

13

Non-GAAP Financial Information
NON-GAAP FINANCIAL INFORMATION

Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the

period, or net profit after tax. Metroglass has used non-GAAP measures which are not prepared in accordance with New Zealand

International Financial Reporting Standards (NZ IFRS) when discussing financial performance in this document. The directors and

management believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding

of the Group’s financial performance, financial position or returns, and used internally to evaluate the performance of business units

and to establish operational goals. These measures should not be viewed in isolation, nor considered as a substitute for measures

reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported

by other companies.

Definitions of non-GAAP financial measures used in this report:

* EBITDA: Earnings before interest, tax, depreciation and amortisation.

* NPATA: Profit for the Period before the amortisation of acquisition-related intangibles and its associated tax effect.

GAAP TO NON-GAAP RECONCILIATION

Full year to 31 March

FY22

($M)

FY21

($M)

Profit for the period before significant items1.5 (0.5)

Less: Impairment of intangible assets(10.0)–

Less: NZ restructuring, and Australian divestment(2.0)–

Profit for the period (GA AP)(10.5)(0.5)

Add: taxation expense(0.0)0.0

Add: net finance expense10.3 6.3

Earnings before interest and tax (EBIT) (GAAP)(0.2)5.9

Add: depreciation & amortisation19.0 18.7

EBITDA18.7 24.6

EBIT (GAAP)(0.2)5.9

Add: Impairment of intangible assets10.0 –

Add: NZ restructuring, and Australian divestment2.0 –

EBIT before significant items11.8 5.9

EBITDA18.7 24.6

Add: Impairment of intangible assets10.0 –

Add: NZ restructuring, and Australian divestment2.0 –

EBITDA before significant items30.7 24.6

Profit for the period (GA AP)(10.5)(0.5)

Add back: amortisation of acquisition-related intangibles and its associated tax effect–1.2

NPATA(10.5)0.7

14

Consolidated Statement of Comprehensive Income16
Consolidated Statement of Financial Position17

Consolidated Statement of Changes in Equity18

Consolidated Statement of Cash Flows19

Notes to the Consolidated Financial Statements 21

1. Basis of Preparation21

2. Financial Performance22

3. Working Capital26

4. Long-Term Assets35

5. Debt and Equity41

6. Other45

CONTENTS

OUR

RESULTS

15

Consolidated Statement of Comprehensive Income
for the year ended 31 March 2023

NOTESCONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Revenue2.1263,520236,063

Cost of sales2.3(158,453)(142,472)

Gross profit2.1105,067 93,591

Distribution and glazing-related expenses2.3(47,269)(45,441)

Selling and marketing expenses2.3(12,796)(13,160)

Administration expenses2.3(33,935)(32,446)

Share of profits of associate4.4414 –

Other income and gains2.6303 3,367

Profit before significant items, interest and tax11,784 5,911

Significant items2.4(12,032)–

Profit before interest and tax(248) 5,911

Finance expense2.7(10,870)(6,327)

Finance income537 –

Loss before income taxation(10,581)(416)

Income tax benefit/(expense)6.133 (43)

Loss for the year(10,548)(459)

Other comprehensive income

Items that may be reclassified to profit or loss in the future:

Exchange differences on translation of foreign operations(424)(474)

Change in fair value of hedging instruments (net of tax)3.5536 612

Total comprehensive loss for the year attributable to shareholders(10,436)(321)

Earnings per share

Basic and diluted earnings per share (cents per share)2.5(5.7)(0.2)

The Board of Directors authorised these financial statements for issue on 14 June 2023.

For and on behalf of the Board:

Peter Griffiths Graham Stuart

Chairman Director

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

16

2023 Annual Report

Consolidated Statement of Financial Position
at 31 March 2023

NOTESCONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

(Restated)

1

ASSETS

Current assets

Cash and cash equivalents7,300 13,064

Trade receivables3.138,083 35,799

Inventories3.231,826 27,402

Derivative financial instruments3.5251 68

Current income tax asset1 –

Other current assets3.73,237 2,570

Total current assets80,698 78,903

Non-current assets

Property, plant and equipment4.150,674 54,748

Right-of-use assets4.265,335 70,505

Deferred tax assets6.210,398 10,965

Investment in associate4.42,512 –

Financial assets at fair value through profit or loss3.5– 2,098

Intangible assets4.344,336 54,710

Other non-current assets3.7650 1,051

Total non-current assets173,905 194,077

To t a l a s s e t s254,603 272,980

LIABILITIES

Current liabilities

Trade and other payables3.327,208 30,626

Deferred income3.42,054 3,450

Income tax liability– 518

Derivative financial instruments3.5107 274

Lease liabilities5.27,452 6,535

Provisions3.6633 1,920

Total current liabilities37,454 43,323

Non-current liabilities

Interest-bearing liabilities5.167,370 65,319

Derivative financial instruments3.5– 274

Lease liabilities5.270,432 74,745

Provisions3.63,880 3,790

Total non-current liabilities141,682 144,128

Total liabilities179,136 187,451

Net assets75,467 85,529

Equity

Contributed equity5.3307,198 307,198

Accumulated losses(61,901)(51,735)

Group reorganisation reserve6.3(170,665)(170,665)

Share-based payments reserve6.31,358 1,366

Foreign currency translation reserve(383)41

Hedge reserve(140)(676)

Total equity75,467 85,529

1 Certain comparative amounts have been restated; refer note 6.7

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

17

Consolidated Statement of Changes in Equity
for the year ended 31 March 2023

CONSOLIDATED 2023

Notes

Contributed

equity

$'000

Reserves

$'000

Accumulated

losses

$'000

Total

$'000

Opening balance at 1 April 2022307,198 (169,934)(51,735)85,529

Loss for the year––(10,548)10,548)

Movement in foreign currency translation reserve–(424)–(424)

Other comprehensive income for the year–536 –536

Total comprehensive income/(loss) for the year–112(10,548)(10,436)

Expiry of share-based payments–(382)382 –

Movement in share-based payments reserve–374 –374

Total transactions with owners, recognised directly in equity–(8)382 374

Balance at 31 March 2023307,198 (169,830)(61,901)75,467

CONSOLIDATED 2022

Notes

Contributed

equity

$'000

Reserves

$'000

Accumulated

losses

$'000

Total

$'000

Opening balance at 1 April 2021307,198 (170,226)(51,571)85,401

Loss for the year– – (459)(459)

Movement in foreign currency translation reserve– (474)– (474)

Other comprehensive income for the year– 613 – 613

Total comprehensive income/(loss) for the year– 139 (459)(320)

Expiry of share-based payments– (295)295 –

Movement in share-based payments reserve– 448 – 448

Total transactions with owners, recognised directly in equity– 153 295 448

Balance at 31 March 2022307,198 (169,934)(51,735)85,529

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

18

2023 Annual Report

Consolidated Statement of Cash Flows
for the year ended 31 March 2023

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Cash flows from operating activities

Receipts from customers259,338 235,939

Payments to suppliers and employees(244,547)(218,051)

Government wage subsidy and grants received157 2,470

Repayment of balance due from associate850 –

Interest received41 100

Interest paid(5,749)(3,448)

Interest paid on leases(4,847)(3,139)

Income taxes paid(113)(617)

Net cash inflow from operating activities5,130 13,254

Cash flows from investing activities

Proceeds from sale of property, plant and equipment528 358

Payments for property, plant and equipment(6,734) (10,399)

Payments for intangible assets(76)(89)

Net cash outflow from investing activities(6,282)(10,130)

Cash flows from financing activities

Lease liability principal payments(6,873)(6,940)

Drawdown of borrowings (net)3,00010,257

Repayment of other financing(794)(803)

Net cash (outflow)/inflow from financing activities(4,667)2,514

Net (decrease)/increase(5,819)5,638

Cash and cash equivalents at the beginning of the year13,064 7,530

Effects of exchange rate changes on cash and cash equivalents55(104)

Cash and cash equivalents at the end of the year7,300 13,064

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

The table below sets out the annual movement in net debt:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Opening balance of interest-bearing liabilities at 1 April65,319 55,519

Drawdown/(repayment) of borrowings (net)3,00010,257

Other financing movement (net)(794)(803)

Foreign exchange and other adjustments(155)346

Closing balance of interest-bearing liabilities at 31 March67,370 65,319

Less: cash and cash equivalents(7,300)(13,064)

Net debt at 31 March60,070 52,255

19

Consolidated Statement of Cash Flows (continued)
for the year ended 31 March 2023

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities

Loss for the year(10,548)(459)

Adjustments for:

Depreciation and amortisation18,960 18,687

Impairment of intangible assets10,000 –

Share-based payments expense374 448

COVID-19 rent relief–(138)

Gain on disposal of assets(146)(42)

Movement in financial asset at fair value through profit or loss and associated non-cash income–(789)

Lease modification(1)(222)

Share of profit from associate(414)–

Other160 451

28,933 18,395

Impact of changes in working capital items

Trade and other receivables(2,942)(1,262)

Inventory(4,477)(5,073)

Related party receivables353–

Other current assets(623) (293)

Trade accounts payable and employee entitlements(3,277)1,817

Deferred income(1,396)1,375

Interest accruals(51)(69)

Provisions(1,197)195

Movement in deferred tax341(751)

Movement in credit loss provision559(635)

Income tax liability(545)14

(13,255)(4,682)

Net cash inflow from operating activities5,130 13,254

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

20

2023 Annual Report

Notes to the Consolidated Financial Statements
1 BASIS OF PREPARATION

Reporting entity

These financial statements are for Metro Performance Glass Limited (‘the Company’ or ‘the parent entity’) and its subsidiaries

(together, ‘the Group’). The Group supplies processed flat glass and related products primarily to the residential and commercial

building sectors.

Statutory base

The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is

5 Lady Fisher Place, East Tamaki, Auckland.

Basis of preparation

These consolidated financial statements have been approved for issue by the Board of Directors on 14 June 2023.

The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice

in New Zealand (NZ GAAP). The Group is a for-profit entity for the purposes of complying with NZ GAAP and has operations and sales

in New Zealand and Australia. The consolidated financial statements comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are applicable to entities that

apply NZ IFRS. The consolidated financial statements also comply with International Financial Reporting Standards (IFRS).

Metro Performance Glass Limited is registered under the New Zealand Companies Act 1993 and is a Financial Market Conduct

reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have been prepared in

accordance with the requirements of the New Zealand Stock Exchange (NZX) Main Board Listing Rules.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial

assets and financial liabilities at fair value.

Principles of consolidation

The financial statements incorporate the assets and liabilities of all subsidiaries of Metro Performance Glass Limited as at

31 March 2023 and the results of all subsidiaries for the year then ended.

Subsidiaries are all entities over which the Group has control. It is a controlled entity of the Group if the Group is exposed and has

a right to variable returns from the entity and is able to use its power over the entity to affect those returns. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses

are also eliminated unless the transaction provided evidence of the impairment of the asset transferred.

Goods and Services Tax (GST)

The statement of comprehensive income has been prepared so that all components are stated exclusive of GST. All items in the

statement of financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced.

Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal

the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are discussed in each accounting note as appropriate.

The critical accounting estimates and judgements at 31 March 2023 include:

• economic lives of intangible assets and property, plant and equipment (refer: 4.1 Property, plant and equipment)

• goodwill (refer: 4.3 Intangible assets).

Going concern

The net debt increased from $52.3 million at 31 March 2022 to $60.1 million at 31 March 2023, the adjusted EBITDA (used for the

Group’s financial covenants) increased from $13.9 million in the year ended 31 March 2022 to $18.7 million in the year ended 31 March

2023 (note 5.3).

The Directors have considered the forecast cash flows and covenant compliance for the foreseeable future and have concluded that

the Group will be able to comply with those covenants with reasonable headroom for the 12 months following the date of approval of

the consolidated financial statements.

Notes to the Consolidated Financial Statements

21

Notes to the Consolidated Financial Statements (continued)
Further detail on the Group’s forecasts, which reflect the matters referred to above and are used in the assessment of both forecast

financial covenant compliance and the carrying value of goodwill, is provided in note 4.3.

The Group’s loan facilities have been renewed and extended to October 2024. There is no indication that these will not be able to be

renewed or refinanced at that time. This period of time provides the Group with various options to refinance its borrowings.

Taking regard of the above and while acknowledging the uncertainties around forecasting in the current environment, the Directors

consider these uncertainties do not represent material uncertainties that would cast significant doubt on the Group’s ability to

continue as a going concern. Accordingly, the financial statements are prepared on a going concern basis.

Foreign currency translation

Functional and presentation currency

The consolidated financial statements are presented in New Zealand dollars, which is the Company’s functional and presentation

currency, and rounded where necessary to the nearest thousand dollars.

Transactions and balances

Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions. Foreign exchange

gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of

monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. They are deferred in equity if they

relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a

foreign operation.

The results and financial position of foreign operations that have a functional currency different from the presentation currency are

translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average

exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction

dates, in which case income and expenses are translated at the dates of the transactions);

• all resulting exchange differences are recognised in ‘Other comprehensive income’.

• on consolidation, exchange differences arising from the translation of any net investment in foreign entities, and the borrowings

and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a

foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are

reclassified to profit or loss, as part of the gain or loss on sale.

Changes in accounting policy and disclosures

New and amended standards adopted by the Group

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2022, and as

described in those annual financial statements.

2 FINANCIAL PERFORMANCE

2.1 Segment information

Operating segments of the Group at 31 March 2023 have been determined based on financial information that is regularly reviewed

by the Board in conjunction with the Chief Executive Officer and Chief Financial Officer, collectively known as the Chief Operating

Decision-maker for the purpose of allocating resources, assessing performance and making strategic decisions.

Substantially all of the Group’s revenue is derived from the sale of glass and related products and services. This revenue is split by

channel only at the revenue level into commercial glazing, residential and retrofit. Commercial glazing revenue reflects sales through

four specific commercial glazing operations in New Zealand. Retrofit revenue reflects sales through four specific retrofit operations in

New Zealand and the retrofit channel sales from all (Metro Direct) branches across New Zealand. Residential revenue reflects all other

sales channels. The allocation of sales between residential and commercial can be difficult as the Group does not always know the

end-use application. Following the acquisition of Australian Glass Group Pty Ltd (AGG) on 1 September 2016 the Group operates in two

geographic segments, New Zealand and Australia.

In the tables below:

• Group costs consist of insurance, professional services, director fees and expenses, listed company fees and share incentive

scheme costs.

• Refer to note 2.4 for details of significant items.

22

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CONSOLIDATED 2023

New Zealand

$'000

Australia

$'000

Eliminations

and Other

$'000

Group

$'000

Commercial glazing36,945 ––36,945

Residential122,19176,774 –198,965

Retrofit27,610 ––27,610

Total revenue186,746 76,774 –263,520

Gross profit78,78726,280 –105,067

Segmental EBITDA before significant items20,080 11,603 –31,683

Group costs––(939)(939)

Group EBITDA before significant items30,744

Depreciation and amortisation(13,725)(5,235)–(18,960)

EBIT before significant items6,355 6,368 (939)11,784

Significant items(11,878)(154)–(12,032)

EBIT(5,523) 6,214 (939)(248)

Segment assets307,901 70,501 (123,799)254,603

Segment non-current assets (excluding deferred tax assets)117,023 46,484 –163,507

Segment liabilities88,745 25,975 64,416 179,136

CONSOLIDATED 2022

New Zealand

$'000

Australia

$'000

Eliminations

and Other

$'000

Group

$'000

Commercial glazing33,457 ––33,457

Residential115,592 58,077 (4)173,665

Retrofit28,941 ––28,941

Total revenue177,990 58,077 (4)236,063

Gross profit77,107 16,488 (4)93,591

Segmental EBITDA before significant items21,189 4,558 –25,747

Group costs––(1,149)(1,149)

Group EBITDA before significant items24,598

Depreciation and amortisation(13,822)(4,865)–(18,687)

EBIT before significant items7,367 (307)(1,149)5,911

Significant items––––

EBIT7,367 (307)(1,149)5,911

Segment assets326,989 69,997 (124,006)272,980

Segment non–current assets (excluding deferred tax assets)135,316 47,796 –183,112

Segment liabilities98,67926,968 61,804 187,451

2.2 Revenue

Accounting policy

Revenue comprises the value of the consideration received for the sale of goods and services, net of GST, rebates and discounts, and

after eliminating sales within the Group.

The Group derives revenue from the sale of customised glass products. Revenue is recognised at a point in time when a Group entity

has transferred control, which is when it has delivered the glass products to the customer, the customer has accepted the products

and collectability of the related receivables is highly probable.

The Group also provides glazing services along with the sale of its glass products. Revenue is recognised for the glazing and associated

glass products when the glazing services have been completed, the customer has approved the installation services and collectability

of the related receivables is highly probable.

23

Notes to the Consolidated Financial Statements (continued)
2.3 Operating expenditure

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Raw materials and consumables used86,643 72,421

Employee benefit expenses99,750 100,239

Subcontractor costs7,401 6,220

Depreciation and amortisation18,960 18,687

Transportation and logistics9,423 9,221

Occupancy costs2,076 1,405

Advertising757 938

Repairs and maintenance5,515 4,795

Electricity4,007 4,032

Insurance1,756 1,487

Other expenses16,16514,074

Total cost of sales, distribution and glazing-related expenses,

selling and marketing expenses, and administration expenses252,453233,519

Amortisation of intangible assets is included within administration expenses as reported in the consolidated statement of comprehensive income.

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Audit and review of financial statements

Audit of financial statements - PwC - current year699 581

Audit of financial statements - PwC - prior year18 –

Other services performed by PwC

Tax advice relating to the long-term incentive plan– 5

Assurance report relating to the Group’s covenant compliance certificate– 6

Agreed upon procedures relating to the Group's covenant compliance certificate6 –

Agreed upon procedures relating to financial information attached to a visa application4 –

727 592

2.4 Significant items

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Impairment of New Zealand intangible assets10,000–

Restructure of the New Zealand operations1,878 –

Australian divestment154 –

Total significant items before taxation12,032 –

Tax benefit on above items(570)–

Total significant items after taxation11,462 -

Accounting policy

Significant items are a non-GAAP measure and are based on the Group’s internal policy as follows. Transactions considered for

classification as significant items are material restructuring costs, acquisition and disposal costs, impairment or reversal of impairment

of assets, business integration, and transactions or events outside of the Group’s ongoing operations that have a significant impact on

reported profit.

24

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Additional detail on impairment charges can be seen in the Intangible Assets Note 4.3.

The Australian divestment costs include those professional service costs incurred for the investigation of initial sale process

undertaken in the period ended 31 March 2023.

On 18 November 2022 the Group announced the initiation of a cost out programme to ensure that the business capacity and resources

are appropriate to service demand as the contruction sector cycle changes, including a comprehensive review of its organisational

structure and manufacturing footprint. This review culminated in the closure of the manufacturing facility in Bay of Plenty in December

2022, closure of the hardware procurement function, and other staff restructuring costs. The costs of this programme that were

incurred in the period ended 31 March 2023 are included in the 'Restructure of NZ operations' significant item. The nature of the costs

incurred include redundancy payments, loss on disposal of inventory, and costs incurred transporting and re-commissioning assets.

2.5 Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit or loss after tax of the Group by the weighted average number of ordinary

shares outstanding during the period. Due to the losses the diluted earnings per share are the same as the basic earnings per share.

CONSOLIDATEDCONSOLIDATED

20232022

Profit/(loss) after tax ($'000)(10,548)(459)

Weighted average number of ordinary shares outstanding ('000s)185,378 185,378

Basic earnings per share (cents per share)(5.7)(0.2)

Net tangible assets

Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.

The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance sheet is presented below:

CONSOLIDATEDCONSOLIDATED

20232022

Total assets ($’000)254,603 272,980

Less: intangible assets(44,336)(54,710)

Less: total liabilities(179,136)(187,451)

Net tangible assets ($’000)31,131 30,819

Shares on issue at the end of the period (‘000s)185,378 185,378

Net tangible assets per share (cents per share)16.79 16.62

2.6 Other income and gains and losses

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

NZ Government Wage Subsidy and Grants157 2,470

Financial assets at fair value through profit or loss – fair value movement and income receipts

from the investment– 889

Gain on disposal of asset146–

Other– 8

Total Other income and gains and losses303 3,367

NZ Government Wage Subsidy and Grants

Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will be received and

when the Group will comply with the attached conditions. Government grants relating to income are deferred and recognised in profit

or loss over the period necessary to match them with the conditions that they are intended to compensate.

25

Notes to the Consolidated Financial Statements (continued)
2.7 Finance expenses

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Interest on borrowings and derivatives5,7063,628

Interest on lease liabilities4,9603,302

Unrealised foreign currency gains and losses on borrowings and other finance expenses204(603)

Total finance expenses10,8706,327

3 WORKING CAPITAL

3.1 Trade receivables

The following table summarises the impact of the credit loss provision on the trade receivables balance:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Restated

1

Trade receivables39,321 36,478

Credit loss provision(1,238)(679)

Total trade receivables38,083 35,799

1. Certain comparative amounts have been restated; refer note 6.7.

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Movements in the credit loss provision are as follows:

Opening balance679 1,317

Provision increased/(reversed) during the year1,055 (141)

Receivables written off during the year as uncollectable(496)(497)

Balance at the end of the year1,238 679

Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures to wholesale and

retail customers, including outstanding receivables and committed transactions, and is managed at Group level.

The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:

CURRENT0–59 DAYS60–89 DAYS

90 DAYS

AND LATERTOTAL

31 March 2023$'000$'000$'000$'000$'000

Gross carrying amount31,0555,5617581,94739,321

Baseline5122131096

Specific–21371,0841,142

Total expected credit loss rate0.16%0.77%6.60%56.19%3.15%

Credit loss provision5143501,0941,238

26

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CURRENT0–59 DAYS

1

60–89 DAYS90 DAYS

AND LATER

TOTAL

31 March 2022$'000$'000$'000$'000$'000

Gross carrying amount27,1285,6291,1722,54936,478

Baseline50272866171

Specific–––508508

Total expected credit loss rate0.18%0.48%2.39%22.52%1.86%

Credit loss provision502728574679

1. Certain comparative amounts have been restated, refer note 6.7

The Group extends credit to its customers based on an assessment of creditworthiness. Terms differ by customer and may extend to

60 days past invoice date. Ageing is based on agreed credit terms and at balance date, a portion of the Group’s receivables are also

subject to contractual retentions which can last up to and exceed 12 months.

As of 31 March 2023, allowing for retention balances of $1.2 million (2022: $1.5 million), trade receivables of $5.9 million (2022: $6.4 million)

were past due but not impaired.

Estimates and judgements

Credit loss provision

To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days past due.

The credit loss provision has been calculated by considering the impact of the following characteristics:

• The baseline loss rate takes into account the write-off history of the Group over a five-year period as a predictor of future

conditions and applies an increasing expected credit loss estimate by trade receivables ageing profiles.

• Specific credit loss provisions are made based on any specific customer collection issues that are identified. Collections and

payments from the Group’s customers are continuously monitored and a credit loss provision is maintained to cover any specific

customer credit losses anticipated.

Accounting policy - trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for estimated

uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced through the use of provision accounts,

and the amount of the loss is recognised in the statement of comprehensive income within ‘Administration expenses’. Individual

debtor accounts are reviewed for impairment and a provision is raised based on management’s best estimate of recoverability. Trade

receivables are also assessed for credit risk on a forward-looking basis with a provision raised where a credit loss is considered likely.

When a trade receivable is uncollectable, it is written off against the provision account for trade receivables. Subsequent recoveries

of amounts previously written off are credited to the income statement against the impairment losses on receivables.

3.2 Inventories

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Raw materials, primarily flat glass stock-sheets23,890 19,122

Spare parts5,083 4,616

Work in progress2,853 3,664

31,826 27,402

The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $86.5 million (2022: $72.4 million). As

part of an operational change to outsource the procurement of hardware via a third party, during the year ended 31 March 2023 the

Group sold $2.5 million of (hardware) raw materials held at 31 March 2022 to the third party, incurring a $0.5 million loss on sale (refer

note 2.4).

Accounting policy - inventories

Raw materials, spare parts, and work in progress are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the

basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net

realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the

estimated costs necessary to make the sale. Inventories also comprise spare parts, which are used to maintain service to, and repair,

the Group’s plant assets. Spare parts are stated at the lower of weighted average cost and net realisable value.

27

Notes to the Consolidated Financial Statements (continued)
3.3 Trade and other payables

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Trade accounts payable17,756 21,952

Employee entitlements7,545 8,209

GST payable1,124 173

Other interest accruals241 292

Management incentive accrual542 –

Total trade and other payables27,208 30,626

Trade accounts payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are

unpaid. The carrying amount represents fair value due to their short-term nature.

Employee entitlements

Liabilities for wages and salaries, including non-monetary benefits, annual leave and leave in lieu, are recognised in respect of employees’

services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for

non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

Management incentive accrual

The Group recognises a liability and an expense for bonuses on a formula that takes into consideration the profit attributable to the

Group’s shareholders. The Group recognises a provision where contractually obliged or where there is a past practice that has created

a constructive obligation.

3.4 Deferred income

The Group recognises a contract liability when a deposit is received before the product or service is transferred to the customer.

Deposits are required from Retrofit and Retail customers in advance. Deposits are typically held for approximately three to four months.

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Restated

1

Customer contract liabilities2,054 3,450

Deferred income2,054 3.450

1. Certain comparative amounts have been restated; refer note 6.7.

$3.4 million of the deferred income at the 31 March 2022 balance date has been recognised as revenue in the year ended 31 March 2023.

3.5 Financial instruments

Financial instruments

Management determines the classification of the Group’s financial assets and liabilities at initial recognition. The Group’s financial

liabilities for the periods covered by these consolidated financial statements consist of overdrafts, loans, trade and other payables,

interest rate swaps and forward exchange contracts. The Group’s financial assets for the periods covered by these consolidated

financial statements include cash, accounts receivable, and those that are classified at fair value through profit or loss (FVTPL), rather

than cost.

The Group measures all financial liabilities, with the exception of interest rate swaps and forward exchange contracts, at amortised

cost. Interest rate swaps and forward exchange contracts are measured at fair value with changes in fair value recognised in ‘Other

comprehensive income’.

Financial liabilities measured at amortised cost are non-derivative financial liabilities with fixed or determinable payments that are

not quoted in an active market. Trade and other payables, bank overdrafts and loans are classified as financial liabilities measured at

amortised cost.

28

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Fair value measurement of financial assets and liabilities

The Group’s financial assets and liabilities by category are summarised as follows:

Cash and cash equivalents

These are short term in nature and their carrying value is equivalent to their fair value.

Trade and other receivables

These assets are short term in nature and are reviewed for impairment; their carrying value approximates their fair value.

Trade payables and borrowings

The fair value of trade and other payables approximates carrying value due to their short-term nature. The carrying value of the

Group’s bank borrowings also represents the fair value of the borrowings due to management’s assessment that the interest rates

approximate the market interest rate for a commercial loan of a comparable lending period.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow

interest rate risk), credit risk and liquidity risk. The Group’s overall financial risk management is carried out by a central finance function

(the head-office finance team) under policies approved by the Board of Directors, including the Treasury policy. The head-office finance

team focuses on the unpredictability of financial markets and identifies, evaluates and seeks to hedge financial risks in close co-

operation with the Group’s operating units to minimise potential adverse effects on the financial performance of the Group. The Board

approves policies covering foreign exchange risk, interest rate risk and credit risk. The Group uses derivative financial instruments such

as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. The Group uses different methods including

sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk to measure risk.

Leases

The Group has leases for property, vehicles and equipment. Contracts are usually for fixed periods, but there may be options to extend.

Right-of-use assets and lease liabilities arising from a lease are initially measured on a present-value basis of remaining lease payments,

discounted using a discount rate derived from the incremental borrowing rate. Right-of-use assets are depreciated using the straight-

line method from the commencement date to the end of the lease term.

Derivatives and hedging activity

The Group holds hedging instruments to hedge its foreign currency exposure and interest costs. The Group has designated forward

exchange contracts and interest rate swap derivatives as cash flow hedges. In October 2021, the Group designated its AUD bank

borrowings, which are in a New Zealand entity, as a hedge of the net investment in the Australia business (net investment hedge).

Cash flow hedge instruments hedge the exposure to variability in cash flows that (i) is attributable to a particular risk associated with a

recognised asset or liability or a highly probable forecast transaction and (ii) could affect profit or loss.

At 31 March 2023 and 31 March 2022, all derivatives measured at fair value (interest rate swaps and forward exchange contracts) were

valued using valuation techniques where all significant inputs were based on observable market data. Accordingly they are categorised

as level 2.

Specific valuation techniques used to value the Group’s derivatives are as follows:

• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with

the resulting value discounted back to present value.

• The fair value of interest rate swap contracts is determined using forward interest rates at the balance sheet date, with the

resulting value discounted back to present value.

These fair values are based on valuations provided by the Westpac Banking Corporation and ASB Bank Limited as at 31 March 2023 and

31 March 2022.

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument (the portion of the AUD bank borrowings designated as the hedging instrument) relating to the effective portion of the

hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective

portion is recognised immediately in profit or loss with finance expenses. Gains and losses accumulated in equity are reclassified to

profit or loss when the foreign operation is partially disposed of or sold.

The gains and losses from the AUD bank borrowings arise from the translation of these foreign currency borrowings to NZD at the

period end spot exchange rates.

29

Notes to the Consolidated Financial Statements (continued)
The Group's hedging reserves relate to the following hedging instruments:

CONSOLIDATED 2023

Spot component

of currency

forwards

$'000

Interest rate

swaps

$'000

Net investment

hedge

$'000

Total hedge

reserve

$'000

Opening balance 1 April 2022147 194 335 676

Change in fair value of hedging instrument recognised

in ‘Other comprehensive income’ (OCI)(188)(436)(131)(755)

Deferred tax55 127 37 219

Balance at 31 March 202314 (115)241 140

CONSOLIDATED 2022

Spot component

of currency

forwards

$'000

Interest rate

swaps

$'000

Net investment

hedge

$'000

Total hedge

reserve

$'000

Opening balance 1 April 2021167 1,121 – 1,288

Change in fair value of hedging instrument recognised

in ‘Other comprehensive income’ (OCI)(32)(1,301)465(868)

Deferred tax12 374 (130) 256

Balance at 31 March 2022147 194335 676

The effects of the foreign-currency-related hedging instruments on the Group’s financial position and performance are as follows:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Foreign currency forwards

Carrying amount asset/(liability)(18)(206)

Notional amount12,188 23,277

Maturity dateApr 23-Mar 24Apr 22-Mar 23

Hedge ratio

1

1:11:1

Change in discounted spot value of outstanding hedging instruments since 1 April(188)(32)

Change in value of hedged item used to determine hedge effectiveness188 32

Weighted average hedged EUR/NZD rate for the year (including forward points)0.5792 0.6088

Weighted average hedged USD/NZD rate for the year (including forward points)0.6214 0.6897

Weighted average hedged EUR/AUD rate for the year (including forward points)– 0.6317

Weighted average hedged USD/AUD rate for the year (including forward points)0.98360.7292

1. The foreign currency forwards are denominated in the same currency as the highly probably future inventory purchases (USD and EUR); therefore, the hedge is 1:1.

30

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

The effects of the interest rate swaps on the Group’s financial position and performance are as follows:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Interest rate swaps

Carrying amount of asset/(liability)162 (274)

Notional amount23,196 23,284

Maturity dateAug 23Aug 23

Hedge ratio1:11:1

Change in fair value of outstanding hedging instruments since 1 April(436)(1,301)

Change in value of hedged item used to determine hedge effectiveness436 1,301

Average proportion of debt hedged during the year35.03%38.70%

The effects of the net investment hedge on the Group’s financial position and performance are as follows:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Net investment hedge

NZD carrying amount of non-current interest-bearing liabilities(16,044) (16,176)

AUD carrying amount of non-current interest-bearing liabilities(15,000) (15,000)

Hedge ratio1:11:1

Change in fair value of hedging instrument recognised in OCI for the year(131)465

Change in value of hedged item used to determine hedge effectiveness131(465)

Financial instruments by category

CONSOLIDATED 2023

Assets at

amortised

cost

$'000

Asset at fair

value through

profit or loss

$'000

Derivatives used

for hedging

$'000

Total

$'000

Assets as per statement of financial position

Cash and cash equivalents7,300 ––7,300

Derivatives – foreign exchange contracts––89 89

Derivatives – interest rate swaps––162 162

Financial assets at fair value through profit or loss––––

Other non-current assets915 ––915

Trade and other receivables38,083 ––38,083

Balance at 31 March 202346,298 –251 46,549

31

Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2022

Assets at

amortised

cost

$'000

Asset at fair

value through

profit or loss

$'000

Derivatives

used for

hedging

$'000

Total

$'000

Assets as per statement of financial position

Cash and cash equivalents13,064 – – 13,064

Derivatives – foreign exchange contracts– – 68 68

Financial Assets at fair value through profit or loss– 2,098 – 2,098

Other non-current assets1,268 – – 1,268

Trade and other receivables35,799 – – 35,799

Balance at 31 March 202250,131 2,098 68 52,297

CONSOLIDATED 2023

Liabilities at

amortised cost

$'000

Derivatives used

for hedging

$'000

Total

$'000

Liabilities as per statement of financial position

Trade and other payables excluding non-financial liabilities24,569 –24,569

Derivatives – foreign exchange contracts (current liabilities)–107 107

Derivatives – interest rate swaps (non-current liabilities)–––

Interest-bearing liabilities67,370 –67,370

Lease liabilities77,884 –77,884

Balance at 31 March 2023169,823 107 169,930

CONSOLIDATED 2022

Liabilities at

amortised cost

$'000

Derivatives used

for hedging

$'000

Total

$'000

Liabilities as per statement of financial position

Trade and other payables excluding non-financial liabilities30,168 – 30,168

Derivatives – foreign exchange contracts (current liabilities)– 274 274

Derivatives – interest rate swaps (non-current liabilities)– 274 274

Interest-bearing liabilities65,319 – 65,319

Lease liabilities81,280 –81,280

Balance at 31 March 2022176,767 548 177,315

Accounting policy - hedging

On initial designation of a derivative as a cash flow hedging instrument or a foreign currency borrowing as a net investment hedging

instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk

management objectives and strategy in undertaking the hedge transaction. Documentation includes the nature of the risk being

hedged, together with the methods that will be used to assess the hedging instrument's effectiveness. The Group also documents its

assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are

expected to be highly effective in offsetting the changes in cash flows or net investment of the respective hedged items.

The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised

in ‘Other comprehensive income’ and presented in the hedging reserve in equity. The gain or loss relating to the ineffective portion is

recognised immediately in the profit or loss section of the statement of comprehensive income.

32

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Foreign exchange risk

Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are denominated in a currency

that is not New Zealand Dollars (NZD) which is the company’s functional currency. Approximately 95% of annual flat-sheet glass raw

materials are purchased in foreign currencies, being United States Dollar (USD), Euro (EUR) and Australian Dollar (AUD). In accordance

with the Company’s Treasury policy, foreign exchange risk is managed prospectively over a period to a maximum period of 12 months

with allowable limits of coverage up to 100% over the six-month term, reducing to 50% up to the 12-month term. Where deemed

acceptable by the directors, coverage can be extended over a longer period.

Exposure to foreign exchange risk

CONSOLIDATED 2023

AUD

$'000

USD

$'000

EUR

$'000

31 March 2023

Cash and cash equivalents1,271 734 965

Trade receivables11,862 ––

Trade accounts payable(5,334)(2,358)(237)

Balance at 31 March 20237,799 (1,624)728

CONSOLIDATED 2022

AUD

$'000

USD

$'000

EUR

$'000

31 March 2022

Cash and cash equivalents3,253 425 1,023

Trade receivables9,157 – –

Trade accounts payable(6,235)(2,478)(1,005)

Balance at 31 March 20226,175 (2,053)18

Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax-affected change in fair value

of forward foreign exchange currency contracts during the reporting period.

Sensitivity analysis

The following table details the Group’s sensitivity to a 10% strengthening/weakening of the NZD against the following currencies

at the reporting date. The table shows the (decrease)/increase in profit or loss and equity as a result of the 10% movements.

The analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been applied for all

periods presented.

CONSOLIDATEDCONSOLIDATED

2023

$’000

2022

$’000

Profit or loss

10% strengthening of the NZD against:

AUD(709)(561)

USD148 187

EUR(66)(2)

10% weakening of the NZD against:

AUD867 686

USD(180)(228)

EUR81 2

33

Notes to the Consolidated Financial Statements (continued)
CONSOLIDATEDCONSOLIDATED

2023

$’000

2022

$’000

Equity

10% strengthening of the NZD against:

USD(1,062)(1,702)

EUR50 222

10% weakening of the NZD against:

USD1,298 2,080

EUR50 222

Profit or loss movements are mainly attributable to the exposure outstanding on AUD trade receivables at the end of the reporting

period. Equity movements are the result of changes in fair value of derivative instruments designated as hedging instruments in cash

flow hedges.

Commodity cost risk

The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While there are numerous

manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore manages access to supply through

close relationships with suppliers. Cost is an important variable in the determination of supply, and the Group is clearly exposed to

changes in the cost of glass.

3.6 Provisions

Warranty

provision

$’000

Employee

expenses

$’000

Lease

make-good

$’000

Total

$’000

Carrying amount at the beginning of the year1151,7953,8005,710

Increase in balance53–102155

Settled or utilised–(1,330)(22)(1,352)

Carrying amount at the end of the year1684653,8804,513

2023

$’000

2022

$’000

Current portion663 1,972

Non-current portion3,8803,790

Carrying amount at the end of the year4,513 5,762

Accounting policy - provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, where it is probable that a cost will be

incurred to settle the obligation and a reliable estimate of that obligation is able to be made.

Warranty provisions represent an estimate of potential liability for defective products that are shipped out and the defect is identified

within the short term, and products that fail over a long time, but within their product life cycle.

The employee expenses provision recognises the remediation payments to settle historical Holidays Act compliance matters.

Make-good provisions represent the estimated cost to return a leased property to its original condition at the end of the lease.

34

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

3.7 Other current assets and other non-current assets

CONSOLIDATEDCONSOLIDATED

2023

$’000

2022

$’000

Prepaid expenses1,972 1,859

Related party receivable (5R Solutions Ltd)265 217

Other receivables1,000 494

Total other current assets3,237 2,570

Related party receivable (5R Solutions Ltd)650 1,051

Total other non-current assets650 1,051

Other receivables includes sundry debtor balances and outstanding amounts at 31 March 2023 for the sale of the hardware inventory

to a third party during the period ended 31 March 2023.

4 LONG-TERM ASSETS

4.1 Property, plant and equipment

CONSOLIDATED 2023

Plant and

equipment

$'000

Furniture,

fittings and

equipment

$'000

Motor vehicles

$'000

Total

$'000

Opening balance

Cost96,074 4,911 12,718 113,703

Accumulated depreciation(48,567)(3,997)(6,391)(58,955)

Net book value at 1 April 202247,507 914 6,327 54,748

Reclassificaton

Cost(2,524) 680 57 (1,787)

Accumulated depreciation2,108 (263) (58) 1,787

Net book value at 1 April 2022(416) 417 (1) –

Additions5,516 316 603 6,435

Disposals(265)(50)(284)(599)

Depreciation expense(8,013)(598)(1,267)(9,878)

Foreign exchange impact(82)48 2 (32)

Closing net book value at 31 March 202344,247 1,047 5,380 50,674

Represented by:

Cost98,720 5,904 13,095 117,719

Accumulated depreciation(54,473)(4,857)(7,715)(67,045)

Net book value at 31 March 202344,247 1,047 5,380 50,674

Following the implementation of new financial accounting software for AGG, a reclassification of asset category was required for a

number of AGG assets.

35

Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2022

Plant and

equipment

$'000

Furniture,

fittings and

equipment

$'000

Motor vehicles

$'000

Total

$'000

Opening balance

Cost87,099 4,378 10,882 102,359

Accumulated depreciation(41,359)(3,451)(5,082)(49,892)

Net book value at 1 April 202145,740 927 5,800 52,467

Additions9,236 533 2,135 11,904

Disposals(64)–(267)(331)

Depreciation expense(7,208)(546)(1,308)(9,062)

Foreign exchange impact(197)–(33)(230)

Closing net book value at 31 March 202247,507 914 6,327 54,748

Represented by:

Cost96,074 4,911 12,718 113,703

Accumulated depreciation(48,567)(3,997)(6,391)(58,955)

Net book value at 31 March 202247,507 914 6,327 54,748

Critical estimates and judgements

Economic lives of intangible assets and property, plant and equipment

Property, plant and equipment are long-lived assets that are amortised/depreciated over their estimated useful lives. The estimated

useful lives are reviewed annually and may change if necessary. The actual useful life of an asset may be shorter or longer than what

had been estimated, which will affect amortisation, depreciation and the carrying values of these assets.

Accounting policy

All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that

is directly attributable to the acquisition of the items.

Depreciation of property, plant and equipment is calculated using the straight-line value method to allocate the cost of assets over

their expected useful lives. The rates are as follows:

Depreciation

rate

Depreciation

basis

Plant and equipment7 – 15%Straight line

Motor vehicles12 – 20%Straight line

Furniture, fixtures and fittings20 – 25%Straight line

36

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

4.2 Right-of-use assets

CONSOLIDATED 2023

Property

$'000

Motor vehicles

$'000

Equipment

$'000

Total

$'000

Opening balance

Cost101,013 7,894 358 109,265

Accumulated depreciation(37,076)(1,598)(86)(38,760)

Net book value at 1 April 202263,937 6,296 272 70,505

Additions1,277 3,594 –4,871

Disposals(1,118)(66)–(1,184)

Depreciation expense(6,972)(1,763)(86)(8,821)

Foreign exchange impact(39)3 –(36)

Closing net book value at 31 March 202357,085 8,064 186 65,335

Represented by:

Cost100,827 11,419 358 112,604

Accumulated depreciation(43,742)(3,355)(172)(47,269)

Net book value at 31 March 202357,085 8,064 186 65,335

CONSOLIDATED 2022

Property

$'000

Motor vehicles

$'000

Equipment

$'000

Total

$'000

Opening balance

Cost83,280 2,765 210 86,255

Accumulated depreciation(34,973)(554)(102)(35,629)

Net book value at 1 April 202148,307 2,211 108 50,626

Additions23,211 5,138 284 28,633

Disposals(766)(4)(28)(798)

Depreciation expense(6,730)(1,049)(92)(7,871)

Foreign exchange impact(85)––(85)

Closing net book value at 31 March 202263,937 6,296 272 70,505

Represented by:

Cost101,013 7,894 358 109,265

Accumulated depreciation(37,076)(1,598)(86)(38,760)

Net book value at 31 March 202263,937 6,296 272 70,505

In determining the lease term, the Group includes any periods covered by options to the extent where the Group is reasonably certain

to exercise that option.

Accounting policy

The Group leases mainly relate to buildings which are typically made for fixed periods of 1 to 16 years but may have extension options.

Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not

impose any covenants, but leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present-value basis. Lease liabilities include the net present value

of the following lease payments:

• fixed payments, less any lease incentives receivable; and

• variable lease payments that are based on an index or a rate.

Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any restoration

costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in

profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small

items of office furniture with a purchase cost below $1,000.

37

Notes to the Consolidated Financial Statements (continued)
4.3 Intangible assets

CONSOLIDATED 2023

Customer

relationships

$'000

Goodwill on

acquisitions

$'000

Computer

software

$'000

Total

$'000

Opening balance

Cost13,055 149,364 6,588 169,007

Accumulated amortisation and impairment(13,055)(95,128)(6,114)(114,297)

Net book value at 1 April 2022–54,236 474 54,710

Additions––77 77

Disposals––––

Amortisation expense––(261)(261)

Impairment–(10,000)–(10,000)

Foreign exchange impact–(190)–(190)

Closing net book value at 31 March 2023–44,046 290 44,336

Represented by:

Cost13,014 149,103 9,606 171,723

Accumulated amortisation and impairment(13,014)(105,057)(9,316)(127,387)

Net book value at 31 March 2023–44,046 290 44,336

CONSOLIDATED 2022

Customer

relationships

$'000

Goodwill on

acquisitions

$'000

Computer

software

$'000

Total

$'000

Opening balance

Cost13,055 149,712 9,493 172,260

Accumulated amortisation and impairment(11,847)(95,221)(8,560)(115,628)

Net book value at 1 April 20211,208 54,491 933 56,632

Additions––61 61

Amortisation expense(1,208)–(547)(1,755)

Foreign exchange impact–(255)27 (228)

Closing net book value at 31 March 2022–54,236 474 54,710

Represented by:

Cost13,055 149,364 6,588 169,007

Accumulated amortisation and impairment(13,055)(95,128)(6,114)(114,297)

Net book value at 31 March 2022–54,236 474 54,710

Critical estimates and judgements: Goodwill

The Group tests intangible assets for impairment to ensure they are not carried at above their recoverable amounts:

• at least annually for goodwill with indefinite lives; and

• where there is an indication that the assets may be impaired (which is assessed at least at each reporting date).

Impairment tests are performed by assessing the recoverable amount of each individual asset or Cash-generating unit (CGU). The

recoverable amount is determined as the higher amount calculated under a value-in-use (VIU) or a fair value less costs of disposal

(FVLCD) calculation. Both methods utilise pre-tax cash flow projections based on financial projections approved by the directors.

38

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Impairment tests for goodwill

The Group's segments and cash generating units (CGU's) have been classified as New Zealand and Australia aligning with the way the

business is reviewed. The New Zealand goodwill balance arose prior to the Group's Initial Public Offering (IPO) in July 2014.The Australian

goodwill arose in August 2016 with the acquisition of AGG. Goodwill balances are as follows:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

New Zealand20,879 30,879

Australia23,167 23,357

Total goodwill balances44,046 54,236

Impairment testing for both CGUs was completed using the VIU method.

Key assumptions in the 31 March 2023 impairment assessment (VIU) calculations (and the equivalent assumptions in the 31 March 2022

calculations) are as follows:

CONSOLIDATEDCONSOLIDATED

20232022

New ZealandAustraliaNew ZealandAustralia

Compound annual revenue growth – 3 years(4.9%)5.7%7.1%14.3%

Long-term growth rate2.0%1.3%1.3%1.3%

Discount rate (pre tax, post IFRS 16)14.6%12.9%13.2%11.9%

Discount rate (post tax, post IFRS 16)10.5%9.0%9.5%8.3%

Cash flow projections

The impairment testing used pre-tax cash flow projections for both CGUs based on financial projections approved by the directors

covering a three-year period. In forming these projections, the directors considered the views of several economic forecasters,

observable market data points (including building consents), feedback from customers, analysis of existing forward books of work,

anticipated customer wins and/or losses and other competitive dynamics.

The directors have referenced longer term independent forecast estimates in a consistent way compared to previous years.

New Zealand

Disruptions to the supply chain for the New Zealand CGU have eased and are expected to improve in the medium-term earnings

outlook. The number of new homes consented has declined from the historically elevated levels and the expectation is that consenting

levels will continue to decline in the short term before flattening out. The value of non-residential building consents softened on

last year but are not expected to decline at the same rate as residential work. The changes to the building code (H1 Standards)

are progressively effective from November 2022 require an increase in the thermal properties of window units as part of a suite of

changes designed to improve the thermal performance of New Zealand homes. Earnings performance for the NZ CGU is expected to

improve compared to F23 even with the anticipated reducing building activity driven by a reduction in global supply chain freight rates,

the successful implementation of the cost out programme and the gradual adoption of the H1 building code. The medium-term outlook

for the NZ CGU is for current consenting levels to progressively decline, offset to some degree by the positive impact from the change

in the H1 standards and other planned cost out initiatives. Within the next three-year period, the business would be at the bottom of

the forecast building cycle with no consenting recovery assumed for the New Zealand CGU, which is also reflected in the extrapolation

of the terminal year.

The impairment test of the New Zealand goodwill balance has resulted in an impairment of $10.0 million, which is presented in the

consolidated statement of comprehensive income as a significant item (note 2.4) and in the New Zealand segment (note 2.1). The

recoverable amount of the New Zealand CGU was determined to be $84.6m.

Impairment testing for the New Zealand CGU was completed using both the VIU and FVLCD methods, with the VIU discounted cash flow

method showing the higher recoverable amount. The VIU test used the same assumptions as the FVLCD test. The FVLCD calculation

has been determined using level three in terms of the fair value hierarchies in NZ IFRS 13.

Australia

On 24 February 2023 the Group announced their intention to explore the divestment of the Australian CGU. The business has made

significant improvements in its operational and financial performance and remains well placed for growth in the coming years as the

penetration of double-glazing increases alongside changing construction codes and consumer preferences. At 31 March 2023 the

process is in the early stages and is ongoing. It is not possible to estimate the fair value of AGG that is likely to be achieved through

sale, and therefore the VIU method is used when testing if the goodwill associated with the Australian CGU is impaired.

39

Notes to the Consolidated Financial Statements (continued)
Long-term growth rate

Cash flows beyond the three-year period are extrapolated using an estimated long-term growth rate. The long-term growth rate

assumptions have typically been supported by long-term population growth rates in New Zealand and Australia and the increased use

and prevalence of glass products in the Group's markets. The long-term growth rate for the NZ CGU has been increased to reflect the

long-term inflation expectation at 2%, being the mid-point of the RBNZ target range and based on historical inflation rates. The long-

term growth rates have been left unchanged in the 2023 testing for the Australian CGU (1.3%)

Discount rate

The discount rate (post tax) represents the current market assessment of the risks specific to the CGU, taking into account the time

value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount

rate calculation is based on the specific circumstances of the CGU and its operating segments and is derived from its weighted

average costs of capital (WACC).

The discount rates used are supported by independent third-party expert advice. The discount rates at 31 March 2023 were higher

than the prior year on account of market increases in interest rates (risk-free rates) and the consideration of market-specific risks.

Market capitalisation comparison

The Group compares the carrying amount of net assets with the market capitalisation value at each balance date. The share price at

31 March 2023 was $0.171 equating to a market capitalisation of $31.7 million. This market value excludes any control premium and may

not reflect the value of all of the Group's net assets. The carrying amount of the Group's net assets at 31 March 2023 was $75.5 million

($0.41 per share). Management and the Directors have considered the reasons for this difference and concluded all relevant factors

had been allowed for in their VIU model.

Sensitivity to changes in key assumptions

IMPAIRMENTVARIANCE

TO BASE

ASSUMPTION

$'000$'000

New Zealand CGU impairment test

Base assumption(10,000)

+0.5% Discount rate(16,200)(6,200)

-0.5% Discount rate(3,100)6,900

+0.5% Change to forecast revenue in each year (with associated changes to cost of materials)(4,900)5,100

-0.5% Change to forecast revenue in each year (with associated changes to cost of materials)(15,100)(5,100)

+0.25% Long-term growth rate(6,300)3,700

-0.25% Long-term growth rate(13,500)(3,500)

The results of the assessment of impairment testing calculations for the New Zealand CGU are most sensitive to assumed compound

revenue contraction over the forecast period, the discount rate and the terminal growth rate. The implied position of the construction

cycle following year three (FY26) is also important as this supports the cashflow element of the terminal value calculation, which could

also impact the applicable terminal growth rate.

Whilst acknowledging the uncertainties around forecasting, it is the considered view of the directors that the forecast revenue

assumptions and resulting outcome is reasonable. This is based on their understanding of the market, supplemented by third-party

forecasts, and a consensus of the range of expected market trajectories considered. Therefore, an impairment to the goodwill balance

of $10.0 million has been recognised at 31 March 2023.

The impairment assessments confirmed that, for the Australian business units, the recoverable amount exceed carrying values as at

31 March 2023.There are no reasonably possible changes in key assumptions used in the determination of the recoverable value of

Australian CGU’s that would result in a material impairment to the Group.

Accounting policy

Goodwill

Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the Group’s share of the net

identifiable assets of the acquired subsidiary at the date of acquisition. Any goodwill arising on acquisitions of subsidiaries is included

in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually,

or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated

impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

40

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs

of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed

For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each group of the CGUs that is

expected to benefit from the synergies of the combination. Each unit to which the goodwill is allocated represents the lowest level

within the entity at which the goodwill is monitored for internal management purposes.

Computer software

Acquired computer software licences that are not defined as a ‘software as a service’ arrangement are capitalised on the basis of the

costs incurred to acquire and bring to use the specific software. Costs that are directly associated with the production of identifiable

and unique software products controlled by the Group are recognised as intangible assets when management intends to use the

software and anticipate it will generate probable future economic benefits.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs

and an appropriate portion of relevant overheads.

Amortisation of computer software is calculated on a straight-line basis over a useful life of four years.

Contractual customer relationships

Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date.

The contractual customer relationships acquired are estimated to have a finite useful life and are carried at cost less accumulated

amortisation. Amortisation is calculated on a straight-line method over the expected life, being 10 years of the customer relationship

in New Zealand.

4.4 Investment in associates

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

5R Solutions Limited2,512–

Total investments in associates2,512–

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Carrying amount at the beginning of the year––

Additions2,098–

Share of profits of associate414–

Disposals––

Carrying amount at the end of the year2,512–

Accounting policy - associates

Associates are those entities in which the Group has significant influence, but not control, over financial and operating policies.

Associates are accounted for under the equity method of accounting.

In the year ended 31 March 2022 the Group’s interest in 5R Solutions Limited was recognised as fair value through the profit or loss. On

1 April 2022 an option was exercised with the Group becoming a 50% owner of 5R Solutions Limited. The Group has 33.3% voting rights

for 5R Solutions Limited. There were no dividends received from 5R Solutions Limited in the year ended 31 March 2023.

Cash flows for repayments of balances due from associates are included in operating activities within the consolidated statement

of cash flows, while the share of profits from associates is equity accounted and disclosed in the consolidated statement of

comprehensive income.

Management is comfortable that there are no indicators requiring an impairment of the asset.

41

Notes to the Consolidated Financial Statements (continued)
5 DEBT AND EQUITY

5.1 Interest-bearing liabilities

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Bank borrowings65,172 62,296

Other asset financing2,198 3,023

Total interest-bearing liabilities67,370 65,319

Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing facilities were amended

on 18 November 2022 to comprise a syndicated revolving loan facility of $75 million for a three-year term expiring in October 2024, a

$5 million standby facility that will expire in October 2024, as well as overdraft and bank guarantees totalling $11.9 million. The Group

received temporary covenant amendments during the year. The Group complied with all covenants throughout the year.

Other asset financing comprises outstanding balances of third-party financing for the purchase of motor vehicles and ‘software as a

service’ application. In the period ended 31 March 2020, the Group concluded two sale and leaseback agreements relating to the New

Zealand vehicle fleet, but retained ownership of the heavy truck bodies.

Assets pledged as security

The bank loans are secured under both a General Security Deed and Specific Security Deed which results in registered charges over

assets of the Group. In addition, there are positive and negative pledge undertakings through shares held of various subsidiaries.

Accounting policy

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised

cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is expensed in the statement of

comprehensive income over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at

least 12 months after the statement of financial position date.

Other asset financing is treated as a financing arrangement, with assets remaining in the Group’s asset register and remaining useful

life adjusted to mirror the lease term. A finance liability is recognised equal to the sale proceeds. Interest expense is recognised over

the term of the lease where applicable.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an

adequate amount of committed credit facilities and the ability to close-out market positions.

As at 31 March 2023 the Group had cash of $7.3 million (2022: $13.1 million). Information in respect of negotiated credit facilities is

shown below.

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Committed credit facilities pursuant to syndicated facility88,458 83,145

Drawdown at balance date(69,995)(66,664)

Available credit facilities18,463 16,481

The table below analyses both of the Group's non-derivative financial liabilities and derivative financial liabilities into relevant maturity

groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are

included in the analysis if their contractual maturities are essential for an understanding of cash flows. Where relevant, cashflows

include both interest and principal payments.

42

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CONSOLIDATED 2023

Less than

1 year

$'000

Between

1 and 2 years

$'000

Between

2 and 5 years

$'000

> 5 years

$'000

Total

$'000

Carrying

amount

$’000

Interest-bearing liabilities and interest owing5,43668,31484072775,31767,370

Interest rate swap(162)–––(162)(162)

Foreign exchange contracts107–––107107

Lease liabilities11,84011,65627,95958,887110,34277,884

Trade accounts payable17,756–––17,75617,756

Total at 31 March 202334,97779,97028,79959,614203,360162,955

CONSOLIDATED 2022

Less than 1

year

$'000

Between

1 and 2 years

$'000

Between

2 and 5 years

$'000

> 5 years

$'000

Total

$'000

Carrying

amount

$’000

Interest-bearing liabilities and interest owing3,452 64,139 866 1,228 69,685 65,319

Interest rate swap–274 ––274 274

Foreign exchange contracts274 –––274 274

Lease liabilities11,072 10,828 28,213 67,941 118,054 81,280

Trade accounts payable21,952 –––21,952 21,952

Total at 31 March 202236,750 75,241 29,079 69,169 210,239 169,099

Interest rate risk

The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest

rate risk. During the period, the Group’s borrowings at variable rates were denominated in both NZD and AUD. If interest rates in

New Zealand and Australia increased by 10% the impact would be an additional cost of $0.49 million and a subsequent decrease of

$0.49 million if rates decreased by 10%. (In 2022 an interest rate increase of 10% would have resulted in additional costs of $0.26 million

and a subsequent decrease of $0.26 million if rates decreased by 10%.)

The Group adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is on a fixed-rate basis by entering

into interest rate swaps.

5.2 Lease liabilities

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Opening lease liabilities recognised at 1 April 81,280 60,601

Additions4,880 28,613

Termination(1,303)(799)

Interest for the period4,819 3,201

COVID-19 rent relief–(138)

Lease payments made(11,699)(10,091)

Foreign exchange impact(93)(107)

Lease liabilities at 31 March 202377,884 81,280

Current lease liabilities7,452 6,535

Non-current lease liabilities70,432 74,745

Total lease liabilities77,884 81,280

43

Notes to the Consolidated Financial Statements (continued)
Lease liabilities maturity analysis

Minimum lease

payments

$'000

Interest

$'000

Present value

$'000

Within one year11,840 (4,388)7,452

One to five years39,616 (13,772)25,844

Beyond five years58,887 (14,29944,588

Lease liabilities at 31 March 2023110,343 (32,459)77,884

Minimum lease

payments

$'000

Interest

$'000

Present value

$'000

Within one year11,071 (4,536)6,535

One to five years39,041 (14,788)24,253

Beyond five years67,941 (17,449)50,492

Lease liabilities at 31 March 2022118,053 (36,773)81,280

Estimates and judgements: Incremental borrowing rates and lease terms

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s

incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain

an asset of similar value in a similar economic environment with similar terms and conditions.

5.3 Contributed equity

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Opening balance307,198 307,198

Closing balance307,198 307,198

At 31 March 2023 the Company had issued 185,378,086 fully-paid ordinary shares (2022: 185,378,086 fully-paid ordinary shares).

No shares were issued or cancelled during the year (2022: nil). Ordinary shares entitle the holder to participate in dividends, and

to share in the proceeds of winding up the Company in proportion to the number of shares held. Every holder of ordinary shares

present at a meeting in person or by proxy is entitled to one vote, and on a poll each share in entitled to one vote. The Company

does not have a limited amount of authorised capital.

Accounting policy

Ordinary shares are classified as equity.

Incremental costs directly attributable to the Group’s issue of new shares or acquiring its own shares are shown in equity as a

deduction, net of tax, from the proceeds.

Dividends

Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.

Dividend distribution to Group shareholders is recognised as a liability in the Group’s financial statements in the period in which the

dividends are declared by the board.

Metro Performance Glass paid no dividends in 2022 and 2023.

Capital management

The Group’s syndicated revolving loan facility agreement restricts the Group from making a distribution to shareholders unless

the leverage ratio before and after the distribution is below 2.0 (up to 31 December 2021: below 1.5).

The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern,

so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital

structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital

to shareholders, issue new shares or sell assets to reduce debt.

44

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

The Group is subject to capital requirements imposed by the bank syndicate through covenants agreed as part of the lending facility

arrangements. The Group met all externally imposed capital requirements for the twelve months ended 31 March 2023.

The following summarises the key banking covenants:

1. Interest cover ratio no less than 2.75x to the quarter ended June 2023 and no less than 3.0x for reporting periods thereafter.

2. The leverage ratio (net debt to pre-NZ IFRS 16 EBITDA, calculated in accordance with the bank syndicate agreement) no greater

than 3.25x to the quarter ended June 2023 and no greater than 2.75x for reporting periods thereafter.

The covenant testing for 2023 is to be normalised by excluding the costs associated with the restructure of the New Zealand business.

The Group's gearing ratio (not part of the banking covenants) and the leverage ratio at 31 March 2023 were as follows:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Interest-bearing liabilities67,370 65,319

Add: Prepaid financing costs372 380

Less: Cash and cash equivalents(7,300)(13,064)

Adjusted net debt60,442 52,635

Equity75,467 85,529

Gearing ratio44.5%38.1%

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Interest-bearing liabilities67,370 65,319

Add: Prepaid financing costs372 380

Less: Cash and cash equivalents(7,300)(13,064)

Adjusted net debt60,442 52,635

Adjusted profit before interest, tax, depreciation and amortisation

1

18,720 13,921

Leverage ratio3.23 : 13.78 : 1

1. Calculated on pre-IFRS 16 basis, excluding significant items as per bank covenant definitions.

6 OTHER

6.1 Income taxation

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

(Loss)/Profit before income taxation(10,581)(416)

Income taxation benefit at the Group's effective tax rate2,849116

Tax effect of (non-deductible) and non-assessable items (2,826)44

Prior year adjustment10 (203)

Income tax benefit/(expense)33 (43)

Represented by:

Current taxation405(794)

Deferred taxation(372) 751

33 (43)

45

Notes to the Consolidated Financial Statements (continued)
Imputation credit account

The amount of imputation credits at balance date available for future distributions is $28.4 million at 31 March 2023 ($28.3 million

at 31 March 2022).

6.2 Deferred taxation

Consolidated deferred tax assets and liabilities are attributable to the following:

CONSOLIDATED 2023

Assets

$'000

Liabilities

$'000

Net

$'000

Property, plant and equipment–(1,350)(1,350)

Right-of-use assets–(18,154)(18,154)

Inventory and receivables108 –108

Cash flow hedge85 (34)51

Intangibles73–73

Lease liabilities21,674 –21,674

Provisions and accruals3,478 –3,478

Tax losses4,518 –4,518

29,936 (19,538)10,398

CONSOLIDATED 2022

Assets

$'000

Liabilities

$'000

Net

$'000

Property, plant and equipment–(1,731)(1,731)

Right-of-use assets–(19,393)(19,393)

Inventory and receivables29 –29

Cash flow hedge269 –269

Intangibles146 – 146

Lease liabilities22,526 –22,526

Provisions and accruals3,693 –3,693

Tax losses5,426 –5,426

32,089 (21,124)10,965

Movement in temporary differences during the year:

CONSOLIDATED 2023

Opening balance

1 Apr 2022

$'000

Recognised in

profit or loss

$'000

Recognised in

OCI

$'000

Balance

31 Mar 2022

$'000

Property, plant and equipment(1,731)324 57 (1,350)

Right-of-use assets(19,393)1,211 28 (18,154)

Inventory and receivables29 79 –108

Cash flow hedge269 –(218)51

Intangibles146 (73)–73

Lease liabilities22,526 (850)(2)21,674

Provisions and accruals3,693 (200)(15)3,478

Tax losses5,426 (863)(45)4,518

10,965 (372)(195)10,398

46

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CONSOLIDATED 2022

Opening balance

1 Apr 2020

$'000

Recognised in

profit or loss

$'000

Recognised in

OCI

$'000

Balance

31 Mar 2021

$'000

Property, plant and equipment(1,855)552 (428)(1,731)

Right-of-use assets(13,701)(5,724)32 (19,393)

Inventory and receivables32 (3)(0)29

Cash flow hedge524 –(255)269

Intangibles(360)168 338 146

Lease liabilities16,409 6,149 (32)22,526

Provisions and accruals3,810 (99)(18)3,693

Tax losses5,779 (292)(61)5,426

10,638 751 (424)10,965

Accounting policy

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it

relates to items recognised in ‘Other comprehensive income’ (OCI) or directly in equity. In this case, the tax is also recognised in OCI or

directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and

liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from

initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects

neither accounting nor taxable profit or loss. No deferred tax liability was recognised on initial recognition of goodwill. Deferred income

tax is determined using tax rates (and laws) that have been enacted, or substantively enacted, by the statement of financial position

date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised for unused tax losses and deductible temporary differences to the extent that it is

probable that future taxable profit will be available against which they can be utilised. Deferred tax assets are reviewed at each

reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority

on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

6.3 Group reserves

Group reorganisation reserve

On acquisition of Metroglass Holdings Limited in July 2014, the assets and liabilities acquired were measured at their pre-combination

carrying amounts without fair value uplift. The difference between the consideration transferred and the carrying value of the assets

and liabilities acquired of $170.7 million (2022: $170.7 million) was recorded in the group reorganisation reserve.

Accounting policy

Where an acquisition occurs through Group reorganisation, the identifiable assets and liabilities acquired are measured at their

pre-combination carrying amounts without fair value uplift. No new goodwill is recorded. Any difference between the consideration

transferred and the carrying value of the assets and liabilities acquired is recorded in equity.

Share-based payments reserve

The Group currently has a long-term incentive (LTI) plan for selected employees. The plan’s participants are members of the Senior

Leadership Team and other selected senior managers. The reserve is used to record the accumulated value of the plan which

has been recognised in the statement of comprehensive income.

The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance that underpins

the achievement of Metro Performance Glass’ business strategy and long-term shareholder wealth creation. Participants are offered

an annual award of a specified number of both performance rights and share options in Metro Performance Glass (in accordance with

the plan rules).

The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration payable, subject

to Metro Performance Glass achieving set performance hurdles and meeting certain vesting conditions.

The share options enable participants to acquire shares in Metro Performance Glass at a market-based exercise price, subject

to Metro Performance Glass achieving set performance hurdles and meeting certain vesting conditions.

47

Notes to the Consolidated Financial Statements (continued)
In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted after a further

six and twelve months from the measurement date.

The following share options and performance share rights (PSR) have been issued and had not lapsed or been exercised at

31 March 2023.

Plan name Date issued

Number of

options

Number of

PSR

Options

exercise priceVesting date

2020 LTI plan23-May-193,434,5561,287,961$0.456-Jun-22

2021 LTI plan19-Jun-202,704,7171,442,516$0.203-Jul-23

2022 LTI plan21-May-211,563,033808,464$0.424-Jun-24

2023 LTI plan27-May-223,480,7171,740,361$0.2510-Jun-25

Accounting policy

The long-term incentive plan is an equity-settled share-based payment which provides eligible employees with the opportunity to

acquire shares in the Group, accounted for under NZ IFRS 2. The fair value of shares granted is recognised as an employee benefit

expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the vesting period.

The fair value of the plan has been assessed by an independent valuer.

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Share-based payments reserve

Opening balance1,366 1,212

Transfer to equity on vesting of employee share purchase scheme(382)(294)

Movement in share-based payments reserve374 448

Closing balance1,358 1,366

6.4 Related party transactions

5R Solutions Limited

5R Solutions Limited (an associate, note 4.4) provides glass waste removal and recycling services to the Group. This arrangement has

not changed following 5R Solutions Limited becoming an associate of the Group during the year ended 31 March 2023. 5R Solutions

Limited charged the Group $1.3 million for services in the year ended 31 March 2023.

The payables balance in relation to services from 5R Solutions Limited was $0.05 million at 31 March 2023.

In addition the Group has a receivable from 5R Solutions Limited in relation to a dividend declared but unpaid in the year ended 31

March 2022. During the year ended 31 March 2023 5R Solutions paid the Group $0.85 million in relation to this previously declared

dividend and there was a balance remaining to be paid of $0.9 million at 31 March 2023 (note 3.7).

Subsidiaries

The Group’s principal subsidiaries at 31 March 2023 and 31 March 2022 are set out below. Unless otherwise stated, they have share

capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interest held equals

the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Name of entity

Country of

incorporation2023 Interest2022 Interest

Metropolitan Glass & Glazing LimitedNew Zealand100%100%

Metroglass Finance LimitedNew Zealand100%100%

Australian Glass Group Holding Pty LtdAustralia100%100%

Australian Glass Group Finance Pty LtdAustralia100%100%

Directors

The names of persons who were directors of the Company at any time during the financial period are as follows: Peter Griffiths,

Angela Bull, Rhys Jones, Graham Stuart, Mark Eglinton, Jenn Bestwick and Julia Mayne.

Angela Bull retired on 4 April 2022. Jenn Bestwick was appointed on 1 May 2022.

48

2023 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Key management and Board of Directors’ compensation

Key management comprises members of the Executive Team, being direct reports of the CEO. The compensation paid to key

management for employee service is shown below:

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Salaries and other short-term employee benefits2,428 2,459

Management incentive1–819

Share-based payments333 220

2,761 3,498

1. Relates to amounts paid pursuant to prior year financial and operating performance.

Board of Directors’ compensation

CONSOLIDATEDCONSOLIDATED

2023

$'000

2022

$'000

Directors' fees602 605

602 605

6.5 Contingencies

At 31 March 2023 the Group had no contingent liabilities or assets.

6.6 Commitments

At 31 March 2023 the Group had no commitments (2022: $1.1 million).

6.7 Prior period adjustments

Impact on the statement of financial position at 31 March 2022

2022

as reported

$'000

Debtors

reclassification

change

$'000

2022

Restated

$'000

Trade receivables34,957 842 35,799

Total current assets78,061 842 78,903

To t a l a s s e t s272,138 842 272,980

Deferred income2,608 842 3,450

Total current liabilities42,481 842 43,323

The debtors reclassification arose from a review of the process to identify and reclassify customer deposits from trade receivables to

the deferred income balance. During the current year, this review identified that there was a further $842,000 of deposits that had not

been reclassified to deferred income as at 31 March 2022. There is no impact on the consolidated statement of comprehensive income

or consolidated statement of cash flows as a result of this reclassification.

6.8 Subsequent events

There are no significant subsequent events.

49





PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Metro Performance Glass Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Metro Performance Glass

Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects,

the financial position of the Group as at 31 March 2023, its financial performance and its cash flows for

the year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated statement of financial position as at 31 March 2023;

● the consolidated statement of comprehensive income for the year then ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting

policies and other explanatory information.


Basis for opinion

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

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

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

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of agreed upon procedures relating to the

Group’s covenant compliance certificate and financial information attached to a visa application and,

subsequent to 31 March 2023, a comparison of the Group's long-term incentive plan to market

practice. The provision of these other services have not impaired our independence as auditor of the

Group.

Key audit matters

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

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.


50

2023 Annual Report





PwC



Description of the key audit matter How our audit addressed the key audit matter

New Zealand cash generating unit

goodwill impairment test

During the year ended 31 March 2023 an

impairment of $10.0 million was

recognised in relation to the goodwill

balance to reduce the carrying amount of

the Group’s New Zealand cash

generating unit (NZ CGU). Following the

impairment, as at 31 March 2023, the

carrying amount of the NZ CGU’s

goodwill balance amounted to $20.9

million (note 4.3).

This impairment was calculated using a

recoverable amount determined by

management on a ‘value in use’ basis.

The value in use model was based on

discounted future cash flows.

The key assumptions in the impairment

assessment were the compound annual

revenue growth rate over the next three

years, the discount rate and the long-

term growth rate.

As part of the impairment assessment

process, management performed a

comparison of the Group’s net assets to

the market capitalisation of the Company

and prepared an analysis and

explanation of the difference.

Management considered the reasons for

this difference in finalising their

assessment of the recoverable amounts

of the Group’s CGUs.

The impairment testing of the NZ CGU’s

goodwill is considered a key audit matter

due to the materiality of the goodwill

balance, the presence of impairment

indicators, and the significant level of

management estimation and judgement

applied in determining key assumptions

used in the impairment assessment.


Our audit focused on assessing and challenging the

key assumptions used by management in their

impairment assessment. Our procedures included:

● evaluating the appropriateness of the identification

of the Group’s CGUs;

● considering whether the valuation methodology

applied was appropriate;

● agreeing the cash flows included in management’s

impairment model to the board approved plans;

● assessing the Group’s forecasting accuracy by

comparing historical forecasts to actual results and

considering the impact on the current impairment

test’s cash flow forecasts;

● discussing with management the basis for the cash

flow forecasts and the key drivers of change in the

forecasts, including internal and external factors;

● engaging our valuation expert to assist us with:

- assessing whether the discount rates and long-

term growth rates used by management are

reasonable in the context of the forecasts; and

- considering management’s paper comparing

the net assets and the market capitalisation of

the Company, in the context of our stand back

assessment of the impairment test;

● testing the accuracy of the calculations in

management’s impairment model, and checking

that the carrying amount for the CGU’s net assets

was correctly included in the impairment

assessment;

● evaluating the reasonableness of management’s

forecast cash flows by constructing a top-down

forecast based on evidence from external sources

and trends in the Group's operational data and

financial information;

● performing sensitivity analyses for the effect of

reasonably possible changes in key assumptions

on the impairment assessment;

● assessing whether a ‘fair value less costs of

disposal’ approach to the impairment test would

result in a lower or no impairment;

● evaluating the effect of the trading results up to the

date of our report; and

● considering the appropriateness of disclosures in

the consolidated financial statements.


51





PwC



Description of the key audit matter How our audit addressed the key audit matter

Forecast compliance with bank

financial covenants

As at 31 March 2023 the Group’s net

debt was $60.1 million. Notes 1.1, 5.1

and 5.3 to the consolidated financial

statements explain that the Group’s bank

borrowings comprise a syndicated

revolving loan facility, with certain

financial covenants. This facility expires

in October 2024.

During the year the Group obtained

temporary financial covenant

amendments to ease its financial

covenants on future test dates and as a

result the Group complied with all

financial covenants throughout the year.

As disclosed in note 1.1, the Group has

forecast compliance with these financial

covenants for the foreseeable future and

the Directors have concluded that the

Group will be able to comply with those

financial covenants for at least 12 months

after the approval of the consolidated

financial statements.

Forecast compliance with bank financial

covenants is considered a key audit

matter due to the significant level of

management judgement applied in

estimating the future performance of the

Group which is used to calculate financial

covenant compliance in the future.



We have read the syndicated revolving loan facility

agreement and the amendments to that agreement.

We obtained the Group’s financial covenant

compliance forecast for the next 12 months from the

date of the approval of the consolidated financial

statements. Our procedures included:

● assessing the reasonableness of management’s

forecasts in light of historical performance, our

analysis of the forecasts used in the goodwill

impairment tests, the trading results for the month

of April 2023 and the preliminary financial

information for the month of May 2023;

● calculating the thresholds required to comply with

the financial covenants for the next 12 months and

the headroom between those thresholds and

management’s forecasts;

● evaluating the level of forecasting risk at each test

date by comparing the available headroom against

our sensitivities and stress tests of significant

assumptions regarding forecast earnings, interest

expense and net debt levels; and

● reading the disclosures in notes 1.1, 5.1 and 5.3 to

ensure they accurately reflect our understanding of

the circumstances.




52

2023 Annual Report





PwC



Our audit approach


Overview


Overall group materiality: $772,000, which represents approximately

2.5% of earnings before interest, tax, depreciation, amortisation and

significant items (impairment of intangible assets and restructuring

and divestment expenses) (EBITDA).

We chose EBITDA as the benchmark because, in our view, it

provides a more stable measure of the performance of the Group

without the impact of significant and irregular expenses. EBITDA is

also a key measure of the performance of the Group.

Following our assessment of the risk of material misstatement, we

performed:

● full scope audits on the Group’s two trading entities

● substantive audit procedures on selected significant balances in

the remaining non-trading entities and on consolidation entries, and

● analytical review procedures on all the remaining non-trading

entities.

As reported above, we have two key audit matters, being:

● New Zealand cash generating unit goodwill impairment test

● Forecast compliance with bank financial covenants


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.


53





PwC



How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

We performed audit procedures over components considered financially significant in the context of

the Group (full scope audit) or in the context of individual primary statement account balances (audit of

specific account balances). The materiality levels used for the audits of the full scope audits were

calculated by reference to a portion of Group materiality appropriate to the relative scale of these

entities. We visited a selection of locations in New Zealand and Australia for stocktake procedures,

management interviews and performing other audit procedures.

Other information

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

information included in the Annual report, but does not include the consolidated financial statements

and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclusion thereon.

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

other information and, in doing so, consider whether the other information is materially inconsistent

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

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in

this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

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

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

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

Auditor’s responsibilities for the audit of the consolidated financial statements

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

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

54

2023 Annual Report





PwC



Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

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

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

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.

For and on behalf of:

Chartered Accountants

14 June 2023

Auckland

55

Metro Performance Glass’
(Metroglass, the company)

board and Senior Leadership

Team (SLT) recognise the

importance of sound corporate

governance and consider it

core to ensuring the creation,

protection and enhancement

of shareholder value.

Together, the board and SLT are

committed to making sure that the

company applies and adheres to

practices and principles that ensure

good governance and maintain the

highest ethical standards to protect the

interests of all stakeholders.

This corporate governance statement

reflects a summary of the company’s

corporate governance framework,

policies and procedures and how

they comply with the NZX Corporate

Governance Code (the Code). The full

corporate governance framework has

been approved by the board and key

policies and charters are available in the

Investor Centre section of the company’s

website at http://www.metroglass.co.nz/

investorcentre/governance/

The information in this section is

current as at 14 June 2023 and has

been approved by the board. Metroglass

considers that, during the year to

31 March 2023 (reporting period),

the company materially complied with

the Code.

Metroglass’ shares are also listed on the

Australian Securities Exchange (ASX)

with ASX Foreign Exempt Listing status.

Given this status, the ASX requires the

company to comply with the NZX Main

Board Listing Rules and confirm its

adherence to these rules annually, and to

comply with a specific subset of the ASX

Listing Rules.

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

Metroglass has a Code of Ethics

that establishes a framework of

standards by which the directors,

employees, contractors and advisors

of Metroglass are expected to carry

out their responsibilities. It is not an

exhaustive list of acceptable behaviour;

rather it facilitates decision-making

that is consistent with Metroglass’

values, business goals and legal and

policy obligations.

The Code of Ethics also imposes a

number of obligations on directors,

including requirements that they give

proper attention to the matters before

them; be up to date on their regulatory,

legal, fiduciary and ethical obligations;

undertake training; manage breaches

of the Code of Ethics; and act honestly

and in the best interests of the issuer,

shareholders and stakeholders and as

required by law.

Metroglass monitors compliance

with the Code of Ethics through

its management processes as

well as through the whistleblowing

procedures set out in the Code of

Ethics and separate Whistleblower

Protection Policy. The Code of Ethics

and Whistleblower Protection Policy

were both reviewed and updated in

November 2021.

Securities Trading Policy

The company’s Securities Trading Policy

governs trading in the company’s shares

and any associated financial products

(during the reporting period these were

Metroglass’ NZX- and ASX-listed shares).

The policy applies to all directors,

employees and contractors of

Metroglass and its subsidiaries

(“Metroglass Personnel”). The policy is

a critical part of ensuring all Metroglass

Personnel are aware of their obligations

and legal requirements and takes into

account the insider trading prohibitions

in the Financial Markets Conduct Act

2013 (NZ) and the Corporations Act 2001

(Australia), and the company’s obligations

under the NZX Code.

The policy also sets out a set of more

stringent rules which apply to directors

and certain employees of Metroglass

when dealing in Metroglass Securities

(“Restricted Persons”). These additional

rules include trading being prohibited

during the “blackout” periods set out in

the policy and consent being obtained

prior to trading with the Restricted

Person required to confirm they hold

no material information.

The policy is reviewed at least every

two years and was last reviewed in

September 2021.

CORPORATE

GOVERNANCE

METRO PERFORMANCE GLASS LIMITED:

FY23 CORPORATE GOVERNANCE STATEMENT

56

2023 Annual Report

PRINCIPLE 2: BOARD COMPOSITION
AND PERFORMANCE

“To ensure an effective board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

The board has ultimate responsibility

for the strategic direction of

Metroglass and for overseeing

Metroglass’ management for the

benefit of its shareholders.

Metroglass’ constitution provides

for a minimum of four directors and,

subject to this limitation, the number

of directors to hold office shall be

fixed from time to time by the board.

At least two directors must be ordinarily

residents of New Zealand and at least

two must be independent directors.

The Chair of the board cannot be the

CEO or the Chair of the Audit and

Risk Committee.

The directors bring a wide range of

skills to the board including expertise

in corporate strategy, national and

international business and financial

management, sales, marketing, mergers

and acquisitions, legal, capital markets,

industry experience and corporate

governance. As at 29 May 2023, the

board comprised six independent

directors. Director profiles and length of

service are detailed on pages 10 and 11

of this report.

Board Charter

The board operates under a written

Charter, which describes the board’s

authority, duties, responsibilities,

composition and framework for

operation. This Charter also affirms

that the board, in performing its

responsibilities, should act at all times

in a manner designed to create and

build sustainable value for shareholders

and in accordance with the duties and

obligations imposed on the board by

Metroglass’ constitution and by law.

The Charter is reviewed at least every

two years and was last reviewed in

April 2021.

Management of Metroglass on a day-

to-day basis is undertaken by the CEO

and senior managers through a set

of delegated authorities that clearly

define the CEO and senior managers’

responsibilities and those retained

by the board.

Metroglass’ board-and CEO-delegated-

authority policies are reviewed at least

annually and were last reviewed in

December 2022. The board meets its

responsibilities by receiving reports and

plans from management and through

its annual work programme. The board

uses committees to address issues

that require detailed consideration.

Committee work is undertaken by

directors; however, the board retains

ultimate responsibility for the functions

of its committees and determines their

responsibilities.

Nomination and appointment

of directors

The provisions regarding the election and

retirement of directors are contained in

the Metroglass constitution.

Metroglass strives to ensure that the

company has the right mix of skills and

experience it requires to enable it to

achieve its strategic aims in a prudent

and responsible manner. The board

will review its composition from time

to time and will identify and evaluate

suitable individuals for appointment as

a director as and when an appointment

is to be made. In evaluating a candidate

for appointment as a director, the board

will consider criteria including the skill

sets required at the time as well as the

individual’s experience and professional

qualifications. To support the board in

its deliberations, the directors consider

a skills matrix that sets out the mix of

skills and diversity of the directors and

evaluates whether the collective skills

and experience of the directors meet

Metroglass’ requirements both now

and into the future.

New directors provide the company

with a written consent to act as a

director and receive a formal Letter of

Appointment that sets out the Terms

and Conditions of Appointment and

Remuneration Schedule. It also sets

out the expectations of the company,

the director’s duties, responsibilities

and powers, insurance and indemnity

arrangements, and rights of access

to information. All new board members

are also provided with an extensive

briefing on the company and industry-

related matters within a thorough

induction process.

Selection of Chair

The Metroglass constitution

provides that the directors may elect

a chairperson of the company and also

determine the period for which the

chairperson is to hold office. Peter

Griffiths is an independent director and

is currently the appointed chairperson.

Retirement and re-election

The company’s constitution and NZX

Main Board Listing Rules require a

newly appointed director to stand for

election at the next Annual Shareholders’

Meeting (ASM). Julia Mayne and Jenn

Bestwick were elected as directors

of Metro Performance Glass at the

company’s ASM on 9 August 2022.

Graham Stuart and Mark Eglinton will

each retire by rotation and stand for

re-election at the company’s 2023 ASM.

Director independence

Directors are considered to be

independent if they are non-executive

and do not have an interest or

relationship that could be perceived

to unreasonably influence their

decisions relating to the company or

interfere with their ability to act in the

company’s best interests. An individual

being appointed as an independent

director must be independent according

to NZX definitions and not have any

disqualifying relationships as defined

in the Board Charter.

Directors are required to ensure

that they immediately advise the

board of any relevant new or changed

relationships to enable the board to

consider and determine any impact on

the director’s independence.

As at 14 June 2023, all six directors

are considered by the board to be

independent directors in accordance

with the NZX Main Board Listing Rules.

Information in respect of each director’s

ownership interests are detailed on

page 71 of this report. Metroglass’

directors are not formally required

to own Metroglass shares but are

encouraged to do so.

Director training

The company encourages directors to

continue to develop their knowledge

and skills as a director. With the prior

approval from the Chair, directors

may attend appropriate courses or

seminars for continuing education

at the company’s cost.

57

Corporate Governance

Board, director and committee evaluation
In accordance with the Board and Committee Charters, the board annually reviews its performance, policies and practices. It also

reviews annually the performance of each director and board committee. These reviews are carried out both formally and informally.

The last full board performance review was completed in May 2021 with the assistance of governance services firm Propero

Consulting. The next review will take place during the current financial year. The Audit and Risk Committee was last reviewed in

March 2023 and the People and Culture Committee was last reviewed in May 2023.

Directors’ skills matrix as at 31 March 2023

Strategic board skillsNumber of

directors

with high and

moderate

capabilities

Area of future

learning or

potential

appointment

Building products and manufacturing


Australian market knowledge


Safety

Commercial/risk – former CEO

Financial expert

Strategic investment banking


B2B marketing and customer insight


People and culture

Governance

Diversity (gender, age, ethnicity etc.)


Key

High capability Moderate capability

As at 31 March 2023 (and 31 March 2022 for the prior comparative period), the mix of gender among the company’s board and

SLT was:

31 March 2023FemaleMaleTotal% Female

Board24633%

Senior Leadership Team35838%

31 March 2022FemaleMaleTotal% Female

Board24633%

Senior Leadership Team36933%

58

2023 Annual Report

Diversity and inclusion
Metroglass and its board believe that

an equal opportunity workplace in which

differences in gender, age, ethnicity,

nationality, religion, sexual orientation,

physical ability, marital status, experience

and perspective are well represented

results in a competitive advantage and

helps the company to better connect

with its diverse set of customers and

other stakeholders.

The company believes that an ability to

attract and retain a diverse and inclusive

workforce broadens the recruitment

pool of high-calibre candidates, enhances

innovation and improves business

performance. A copy of the company’s

Diversity and Inclusion Policy is available

on the company’s website.

Metroglass has an ethnically diverse

workforce, reflective of the communities

in which it operates, represented by

employees from over 20 countries.

Metroglass is committed to providing

an inclusive and diverse environment

throughout the company. The company’s

focus in FY24 is on making deliberate

and conscious steps towards building a

greater awareness of the importance of

diversity and inclusion in the workplace.

In the 2023 financial year the diversity

and inclusion objectives were:

• To review current recruitment

practices, remove any bias in vacancy

wording or imagery and tell the

Metroglass story by developing videos

showcasing employee diversity.

• Continuing to build on the progress

made to date with each hiring manager

receiving unconscious bias training.

• Introducing and rolling out a flexible

workplace policy – implemented in

May 2022.

How is our workforce made up?

Gender (March 2023)

Female: 14%Male: 86%

Age (March 2023)

10%

21%

25%25%

15%

4%

16-2425-3435-4445-5455-6565+

Note: Workforce diversity data sourced from staff surveys

59

Corporate Governance

The board periodically reviews the
need for additional committees. Each

committee operates under charters

approved by the board, and any

recommendation committee members

make are directed to the board.

Management attendance at committee

meetings is by invite only.

The board’s committees and their

members as at 13 June 2023 were: :

• Audit and Risk Committee:

Graham Stuart (Chair), Jenn Bestwick

and Julia Mayne

• People and Culture Committee:

Mark Eglington (Chair),

Peter Griffiths and Rhys Jones.

Audit and Risk Committee

The Audit and Risk Committee is

responsible for overseeing the risk

management framework, treasury,

insurance, accounting and audit activities

of Metroglass. It reviews the adequacy

and effectiveness of internal controls,

reviews the performance of external

auditors, oversees internal audit

matters, and makes recommendations

on financial and accounting policies.

The Audit and Risk Committee Charter

is reviewed at least every two years and

was last reviewed in November 2022.

Members of the Audit and Risk

Committee are appointed by the

board and comprise a minimum of three

members who are each non-executive

directors of Metroglass. A majority of

members must be independent directors

and at least one director must have an

accounting or financial background.

People and Culture Committee

The People and Culture Committee’s

mandate is to assist the board in

ensuring the elements of people,

organisation and culture support the

company’s strategy and business plan.

The committee achieves its goals by

considering capability of the organisation

at the senior levels, the remuneration

strategy required to secure the desired

level of organisational capability,

company values and policies related to

people, and the nominations process for

the appointment and succession planning

of the CEO. The People and Culture

Committee Charter is reviewed at least

every two years and was last reviewed

in April 2023.

The People and Culture Committee is

comprised of at least two, and not more

than four, independent directors.

Takeover protocol

Metroglass has adopted a Takeover

Response Policy to assist in guiding the

board and management in the event

that the company receives an offer or

an approach by a potential acquirer for

a controlling stake in Metroglass. This

policy is reviewed at least every three

years and was last approved by the

board in December 2020.

PRINCIPLE 3: BOARD COMMITTEES

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

In the year to 31 March 2023, the board had two standing committees, being the Audit and Risk Committee and the People and

Culture Committee.

Board and Committee Composition and Attendance 12 Months to 31 March 2023

DirectorBoard meetings

attended

Audit and Risk

Committee

meetings attended

People and Culture

Committee meetings

attended

Appointed/

Resigned

Meetings held1564

Standing directors

Peter Griffiths15/15

(c)

5/6Appointed: 02/09/16

Mark Eglinton14/154/4

(c)

Appointed: 01/04/20

Rhys Jones15/154/4Appointed: 01/04/18

Graham Stuart14/156/6

(c)

Appointed: 01/12/19

Julia Mayne9/94/4Appointed: 01/09/21

Jenn BestwickAppointed 01/05/22

Past directors

Angela Bull15/154/4Appointed: 05/05/17

Resigned: 04/04/22

(c) indicates Chair

60

2023 Annual Report

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.”

Metroglass is committed to providing

financial reporting that is balanced, clear

and objective and informs shareholders

(both current and prospective) and

market participants of all information

that might have a material effect on the

price of its traded financial products.

The quality, integrity and timeliness of

external reporting and the company’s

compliance with the disclosure and

reporting obligations imposed under

the Listing Rules of NZX, ASX, the

Companies Act and other relevant

legislation are overseen by the Audit

and Risk Committee.

The company’s full-year statements,

which have been prepared in accordance

with the relevant financial standards,

are set out from pages 14 to 49 of

this Annual Report.

Market Disclosure Policy

The board has adopted a Market

Disclosure Policy, available on the

company’s website, which sets out

how the company will comply with its

disclosure and reporting obligations.

Metroglass is committed to ensuring

the timely disclosure of material

information about the Metroglass

Group and to making sure that the

company complies with NZX Main Board

Listing Rules. The Board of Directors

is ultimately responsible for ensuring

Metroglass complies with the Market

Disclosure Policy and continuous

disclosure obligations. The board has

established a Disclosure Committee to

achieve this. The board also considers

at each board meeting whether any

information discussed at the meeting

requires disclosure.

The policy is reviewed at least every two

years and was last reviewed in May 2021.

Non-financial reporting

Metroglass is committed to providing

non-financial disclosures on matters

including strategic and operational

priorities for the year, risk management,

safety and wellbeing, and diversity and

inclusion. In the last year the company

has undertaken work to understand its

carbon emissions profile and has begun to

develop an understanding of climate risk.

The Environmental Sustainability Policy

can be found on the company’s website.

The Group continues to integrate

Environmental, social, and governance

(ESG) principles into its business

operations and will continue to develop

these in future reporting.

PRINCIPLE 5: REMUNERATION

“The remuneration of directors and

executives should be transparent,

fair and reasonable.”

The Metroglass board believes its

practices ensure fair and reasonable

remuneration. The company’s

remuneration policies are aimed

at ensuring that the remuneration

of directors and all staff properly

reflects each person’s accountabilities,

duties, responsibilities and their level

of performance. They are also aimed

at making sure that remuneration

is competitive in attracting, motivating

and retaining staff of the highest calibre.

The company’s remuneration policies

and disclosures are covered in the

Remuneration section on pages 64 to 67

of 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 identification and effective

management of the company’s risks is

a priority of the board. It is responsible

for identifying the principal risks

of Metroglass’ business, ensuring

an appropriate system of internal

compliance and control in managing and

mitigating risks is in place and monitoring

internal and external reporting, including

reporting to stakeholders.

The board has made the CEO

accountable for all operational and

compliance risks across the Group

including safety and wellbeing (see

below). The Chief Financial Officer (CFO)

has management accountability for the

implementation of the risk framework

across all the company’s businesses.

As part of its risk management

framework, Metroglass continually

assesses risks against all relevant

areas of material business risk.

Metroglass’ main risks and mitigation

plans are reviewed every six months.

Metroglass holds insurance policies to

meet its insurable risks.

The company engages external expertise

where relevant to ensure risks are

adequately understood and managed.

Safety and wellbeing

The safety and wellbeing of the

company’s people is fundamental to the

business. Accordingly, all regular board

meetings and risk reviews specifically

look at safety and wellbeing matters.

Metroglass has a clearly articulated

safety and wellbeing vision and strategy

which is understood and recognised

throughout the business. This vision is

underpinned by a clear set of principles

and a workplan to embed a strong safety

and wellbeing management system.

The company maintains a safety

and wellbeing risk register for both

New Zealand and Australia, which is

reviewed at least annually. During the

year a comprehensive and systematic

risk assessment of all operations across

the business was completed providing

a considered view of the most critical

safety risks to the business. Also

introduced was a very comprehensive

and structured internal assessment of

all processes and practices that are

important to delivery of safe outcomes.

This ensures focus in the right areas.

Metroglass believes that all injuries

are preventable and that its people

should get home safe every day. The

company has placed focus on mitigating

risks by automating activities and

providing mechanical assistance where

possible to reduce the manual handling

required across the business. The use

of appropriate personal protective

equipment and training in correct manual

handling practices also contributes to

reducing injuries.

Metroglass continues to focus on

other factors affecting the safety

and wellbeing of staff in their working

environment, such as noise and air

quality. A series of environmental

monitoring exercises took place during

the year ensuring staff are working in

safe environments. The company also

offers staff health and wellbeing checks

with occupational health experts.

61

Corporate Governance

Group Safety Performance
F23 F22 F21F20F19F18

NZAGGGroup

15.33

7.94

6.31

10.37

8.03

5.48

5.89

5.89

3.38

2.50

4.76

6.28

7.24

20.01

15.74

8.68

7.52

6.00

Total Reportable Incident Frequency Rate (TRIFR) is measured by calculating the number of medical treatment cases and

lost-time injuries per 200,000 hours worked.

PRINCIPLE 7: AUDITORS

“The board should ensure the quality

and independence of the external

audit process.”

The Metroglass Audit and Risk

Committee is charged with overseeing

all aspects of the external and internal

audit of the company. The Audit and Risk

Committee monitors the independence,

quality and performance of the external

auditors and recommends any change in

auditor appointment or audit fees.

The company does not have a stand-

alone internal audit function. External

advisors are employed to evaluate

and improve the effectiveness of the

company’s risk management and internal

processes. Progress and results on

these projects are reported regularly

to the Audit and Risk Committee or

the board.

The Audit and Risk Committee is

authorised by the board, at Metroglass’

expense, to obtain such outside legal

or other independent information

and advice including market surveys

and reports, and to consult with such

management consultants and other

outside advisors as it views necessary

to carry out its responsibilities.

On at least one occasion each year,

the Audit and Risk Committee meets

with the external auditors without

management present.

Annual Shareholders’ Meeting

Shareholders have the opportunity

to ask questions of the board and

of the external auditors, who attend

the Annual Shareholders’ Meeting.

The external auditors are available to

answer questions from shareholders

in relation to the conduct of the

audit, the independent audit report

and the accounting policies adopted

by Metroglass.

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.”

Metroglass endeavours to keep its

shareholders informed of important

developments concerning the company

and encourages them to follow its

announcements. Metroglass believes

that effective engagement with

investors will benefit both the company

and investors. The Investor Centre

section of the company website

provides easy access to information.

Metroglass also communicates with

its shareholders through periodic

market announcements, periodic

investor briefings or site tours and

annual and interim reports. These are

released in accordance with NZX and

ASX disclosure requirements. The board

welcomes questions at the Annual

Shareholders’ Meeting.

The company’s Chair, CEO, CFO and

Investor Relations Officer currently lead

engagement with shareholders and, in

line with Metroglass’ Market Disclosure

Policy, aim to be responsive, to provide

clear, accurate and timely disclosures,

and to provide meaningful insight into

the company and the industry.

Electronic communications

Shareholders are encouraged to

receive communications from, and

send communications to, the company

and its security registry electronically.

The shareholder contact point at the

company is: glass@metroglass.co.nz.

.

Climate-related financial risk

Metroglass recognises the importance of

building resilience in its business strategy

and operations, while overlaying the

potential long-term implications of

climate change and the important role its

products play in reducing the operating

carbon within New Zealand’s buildings.

The Group has commenced a programme

of work to ensure that the process and

systems to incorporate climate change

are appropriate for the business and

align with the External Reporting Board’s

standards. In the coming 12 months

Metroglass will focus on developing an

understanding of the potential risks and

opportunities of climate change and

reporting thereof.

The key focus areas in the next year

are to:

• incorporate climate-related risks

into Metroglass’ Enterprise Risk

Management framework

• collection of the Metroglass FY23

greenhouse gas emissions profile

• develop Metroglass’ climate-related

risks and opportunities that can

impact business operations and

strategy

• consider potential and appropriate

metrics and targets

62

2023 Annual Report

Annual Report
Metroglass’ Annual Reports and

Interim Reports are all available on

the company’s website at: http://www.

metroglass.co.nz/investor-centre/

annual-interim-reports. Shareholders

can elect to receive a printed copy

of these reports by contacting the

company’s share registrar, Link Market

Services. Any shareholder who does

request a hard copy of the Metroglass

Annual Report will be sent one in the

regular post.

Shareholder voting rights

In accordance with the Companies Act

1993, Metroglass’ Constitution and

the NZX Main Board Listing Rules, the

company refers major decisions which

may change the nature of the company

to shareholders for approval.

Metroglass conducts voting at its

shareholder meetings by way of a

poll and on the basis of one share,

one vote. Further information on

shareholder voting rights is set out

in Metroglass’ Constitution.

Notice of Annual Meeting

Metroglass’ previous annual meeting was

held on 9 August 2022. The notice of the

meeting was released to the market on

12 July 2022. Minutes of the meeting are

available on the company’s website at:

https://www.metroglass.co.nz/investor-

centre/annual-shareholders-meeting/.

The 2023 Annual Shareholders’ Meeting

is expected to be held on 1 August 2023

in Auckland. The time and place will be

provided by notice to all shareholders

nearer to that date.

63

Corporate Governance

DIRECTOR REMUNERATION
The company distinguishes the structure of non-executive directors’ remuneration from that of executive directors. Non-executive

directors are paid a fixed fee in accordance with the determination of the board. The total amount of remuneration and other

benefits received by each director during the year ended 31 March 2023 is set out below.

DirectorResponsibilities2023 Directors’ Fees

Standing Directors

Peter GriffithsChair of the Board, Member of the Audit and Risk Committee$160,000

Mark EglintonDirector, Chair of the People and Culture Committee $85,000

Rhys JonesDirector, Member of the People and Culture Committee $85,000

Graham StuartDirector, Chair of the Audit and Risk Committee$100,000

Julia MayneDirector, Member of the Audit and Risk Committee $90,000

Jenn BestwickDirector, Member of the Audit and Risk Committee $82,500

*

Total$602,500

* Jenn Bestwick was appointed to the board on 1 May 2022, and as a member of the Audit and Risk Committee with effect from 1 May 2022.

The Chair of the board receives $160,000 per annum (with no additional committee fees paid) and the non-executive directors receive

$80,000 per annum. The Chair of the Audit and Risk Committee receives an additional $20,000 per annum and other members of the

Audit and Risk Committee receive an additional $10,000 per annum. The Chair and members of the People and Culture Committee

receive an additional $5,000 per annum. Directors may also seek the board’s approval for special remuneration should the specific

circumstances justify this (2023: Nil). The company currently has no executive directors on the board.

The board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to the non-

executive directors (in their capacity as directors) is set at $614,000. This fee pool was last changed in May 2017.

Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive directors. Directors

are entitled to be refunded for reasonable travel and other expenses incurred by them in connection with their attendance at

board or shareholder meetings, or otherwise in connection with the Metroglass business. The company does not offer an equity-

based remuneration scheme for directors. The board considers that director and executive remuneration is appropriate and is not

excessive.

Directors and officers also have the benefit of Directors and Officers’ Liability insurance. This covers risks normally included in such

policies arising out of acts or omissions of directors and employees in their capacity as such. The insurance cover is supplemented by

the provision of director and officer indemnities from the company but this does not extend to criminal acts.

Executive remuneration

The remuneration of members of senior management (CEO, SLT and certain direct reports) is designed to promote a higher-

performance culture, to secure the participant’s retention in Metroglass and to reward performance that underpins the

achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The board is assisted in delivering its

responsibilities and objectives for executive remuneration by the People and Culture Committee.

The CEO’s performance is reviewed annually by the board. The CEO reviews the performance of the SLT and makes recommendations

to the board for approval in relation to the team’s remuneration and achievement of key performance indicators (KPIs).

The compensation structures of the CEO and senior management are made up of three elements:

• a fixed base salary

• a discretionary short-term incentive (STI)

• a long-term incentive (LTI).

REMUNERATION

REPORT

64

2023 Annual Report

Short-term incentives
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically within that particular

financial year. The target value of an STI payment is set annually, usually as a percentage of the participant’s base salary. For the

2023 financial year, the relevant percentages varied from 10% to 50%.

The STI plans relate to achievement of annual performance metrics which aim to align executives to a shared set of KPIs based on

business priorities for the next 12 months.

In the 2023 financial year, the sole metric driving the STI plans for both New Zealand and Australia was:

TargetWeightingFY23 result: NZFY23 result: Australia

Earnings before interest and tax (EBIT)

performance75%Not AchievedAchieved

Net Debt25%Not AchievedNot Achieved

The payable rewards for each STI KPI target are determined by the level of performance achieved and are calculated on a

linear scale increasing from the ‘Minimum performance target’ and receiving 25% of the specified reward, up to the ‘Maximum

performance target’ and receiving 100% of the specified reward.

For the FY23 plan, a multiplier was available dependent on overall TRIFR (Total Recordable Injury Frequency Rate) improvement

measured against the FY22 result with a target being a minimum 10% improvement. The safety performance multiplier was set

between 90% and 110% dependent on performance against the 10% improvement target.

The board retains discretion on the payment of STI awards and will consider additional factors. For example, STI payments may be

withheld if there was a death or permanent material disability of any worker (exceptions may be made for a motor accident and

acts of God beyond management control).

Long-term incentives (LTI)

The company’s LTI plan for the 2023 financial year was announced on 4 July 2022. The LTI plan is made up of both performance share

rights and share options. The LTI is designed to secure those employees’ retention in Metroglass and to reward performance that

underpins the achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The key features of the

2023 LTI plan are as follows:

• Participants will be offered an annual award of a specified number of both performance rights and share options in Metroglass

(in accordance with the LTI rules).

• The performance rights will enable participants to acquire shares in Metroglass with no consideration payable, subject to

Metroglass achieving set performance hurdles and meeting certain vesting conditions.

• The share options enable participants to acquire shares in Metroglass at a specified exercise price, subject to Metroglass

achieving set performance hurdles and meeting certain vesting conditions.

A total of 13,409,083 share options and 6,235,998 performance share rights remain outstanding pursuant to the 2020, 2021, 2022

and 2023 LTI plans as at 13 June 2023.

Chief Executive Officer’s remuneration

Metroglass’ CEO Simon Mander joined the company on 19 November 2018.

Fixed CEO remuneration for the past five financial years (12 months to 31 March):

Fixed remuneration

Financial yearCEOSalary

Other

benefits

**

Total fixed

remuneration

FY23Current$650,000$28,194$678,194

FY22Current$650,000$29,203$679,203

FY21Current$650,000$26,132$676,132

FY20Current$650,000$25,682$675,682

FY19Current$214,166

*

$8,173$222,339

* Pro-rated for a partial year.

** Other benefits include medical insurance and KiwiSaver.

65

Remuneration Report

Description of CEO’s remuneration for performance for the year ended 31 March 2022:
PlanDescriptionPerformance measures

Percentage

of maximum

awarded

STI

Set at 50% of fixed remuneration for FY23

the STI targets were not achieved

75%: EBIT performanceNil

25%: Net Debt performance

LT I

Issued 27 May 2022. The first vesting date is

10 June 2025 and no instruments have yet

had the chance to vest

50% share options require Metroglass’

Total Shareholder Return (TSR) to exceed

a compound annual pre-tax rate that is 1%

above the company’s cost of equityn /a

50% performance share rights measured

against NZX 50 Group TSR hurdlen /a

Pay for performance – short-term incentives

Financial year of STI paymentCEO

Relevant

performance

period

% STI awarded

against

maximumSTI paid

FY24CurrentFY230%$0

FY23CurrentFY220%$0

FY22CurrentFY2199.5%$323,276

FY21CurrentFY200%$0

FY20CurrentFY1959%$96,364

*

FY19FormerFY180%$0

**

FY18FormerFY1710%$28,563

* Pro-rated for 4 months out of 12 following the CEO joining in November 2018.

** A separate one-off incentive payment was awarded to the departing CEO in the 2019 financial year as described in detail in the 2018 Annual Report.

Pay for performance – long-term incentives

CEO

LT I

(initial grant

values)

*

% LTI

vested against

maximum

Span of LTI

performance periods

FY23Current162,500n /a11/06/22 – 10/06/25

FY22Current162,500n /a05/06/21 – 04/06/24

FY21Current162,500n /a04/07/20 – 03/07/23

FY20Current162,500n /a07/06/19 – 06/06/22

FY19CurrentNiln /an /a

FY18Former125,000Nil

**

08/06/17 – 08/06/20

FY17Former125,000Nil

**

10/06/16 – 10/06/19

* These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods. Performance with regard to the FY20 LTI scheme will be tested

in the FY24 year.

** These holdings were cancelled when the former CEO left the company (the three-year holding hurdle was not met).

66

2023 Annual Report

Employees’-remuneration
The number of employees or former employees (including employees holding office as directors of subsidiaries) who received

remuneration and other benefits in their capacity as employees, the value of which was at or in excess of $100,000 and was paid to

those employees during the financial year ended 31 March 2023, is specified in the table below.

The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the course of the

2023 financial year. This includes salary, STI payments that were paid during the year, and the value of performance share rights and

share options (LTI) expensed during the financial year. Remuneration shown below includes settlement payments and payments in

lieu of notice with respect to certain employees on their departure from the company but does not include any amounts paid post

31 March 2023 that relate to the year ended 31 March 2023.

RemunerationNumber of employees

$100,000-110,00041

$110,000-120,00037

$120,000-130,00029

$130,000-140,00018

$140,000-150,00021

$150,000-160,00016

$160,000-170,00012

$170,000-180,0002

$180,000-190,0006

$190,000-200,0004

$200,000-210,0001

RemunerationNumber of employees

$210,000-220,0005

$220,000-230,0002

$230,000-240,0001

$240,000-250,0004

$250,000-260,0001

$260,000-270,0001

$300,000-310,0001

$330,000-340,0001

$340,000-350,0001

$470,000-480,0001

$810,000-820,0001

67

Remuneration Report

STATUTORY
INFORMATION

SECURITIES EXCHANGE LISTING

Metroglass’ shares are listed on the New Zealand Securities Exchange (NZX) and Australian Securities Exchange (ASX).

Shares on issue as at 31 March 2023:

RegisterSecurityHoldersUnits

New ZealandMPG (NZX)2,619 183,255,501

AustraliaMPP (ASX)1102,122,585

TotalMPG (Dual)2,729185,378,086

Securities issued, and still outstanding, under the 2017 – 2022 long-term incentive plans as at 31 March 2023:

Long-Term Incentive SchemeSecurityHoldersUnits

2019 Performance Share RightsMPG (NZX)24374,275

2019 Share OptionsMPG (NZX)241,193,009

2020 Performance Share RightsMPG (NZX)271,287,961

2020 Share OptionsMPG (NZX)273,434,556

2021 Performance Share RightsMPG (NZX)91,442,516

2021 Share OptionsMPG (NZX)92,704,717

2022 Performance Share RightsMPG (NZX)11808,464

2022 Share OptionsMPG (NZX)111,563,033

2023 Performance Share RightsMPG (NZX)111,536,997

2023 Share OptionsMPG (NZX)113,073,991

68

2023 Annual Report

Top 20 Shareholders
Metroglass’ top 20 registered shareholders as at 31 March 2023 were as follows:

RankInvestor name

Shares at

31 March 2023

%

Shares

1Masfen Securities Limited25,401,92913.70

2HSBC Nominees (New Zealand) Limited

1

21,799,08011.76

3Takutai Limited20,289,23010.94

4Accident Compensation Corporation

1

9,576,7785.17

5New Zealand Depository Nominee4,440,7382.40

6Custodial Services Limited2,399,2391.29

7Hui Wen Yang1,768,9990.95

8Da Wei Chu Su1,720,0000.93

9FNZ Custodians Limited1,659,7930.90

10ASB Nominees Limited1,522,2670.82

11William Orr & Amy Amelia Orr1,500,0000.81

12Leveraged Equities Finance Limited1,411,3240.76

13Trevor John Logan1,400,0000.76

13Daniel Charles Skinner1,248,7880.67

13Eric Francis Barratt & Hyun Ju Barratt1,200,0000.65

14Kevin John Summersby1,101,5000.59

15Quant Advisory Limited1,100,0000.59

16Jonathan Mapp1,001,0000.54

16Gmh 38 Investments Limited1,000,0000.54

16Bowenvale Investments Limited1,000,0000.54

Totals:Top 20 registered holders of ordinary shares102,540,66555.31%

Totals:Remaining holders’ balance82,837,42144.69%

1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic trading of securities by its

members and does not have a beneficial interest in these shares. As at 31 March 2023, a total of 33,750,854 Metroglass shares (or 18.21% of the ordinary shares on issue) were held

through NZCSD.

Substantial shareholders

According to the records kept by the company under the Financial Markets Conduct Act 2013 the following were substantial

holders in the company as at 31 March 2023. Shareholders are required to disclose their holdings to Metroglass and to its share

registrar by giving a ‘Substantial Shareholder Notice’ when:

• they begin to have a substantial shareholding (5% or more of Metroglass’ shares)

• there is a subsequent movement of 1% or more in a substantial holding, or if they cease to have a substantial holding

• there is any change in the nature or interest in a substantial holding.

Investor name

Number of shares

as at 31 March 2022%

Date of most

recent notice

Masfen Securities Limited25,401,92913.7017/02/20

Takutai Limited20,289,23010.9416/12/22

Bain Capital Credit, LP21,162,86211.4230/11/18

Accident Compensation Corporation9,576,7785.1719/08/22

69

Statutory Information

Distribution of shareholders
As at 31 March 2023:

Range

Number of

holders%

Number of

shares%

1 – 1,0002318.46149,9790.08

1,001 – 5,00086431.662,483,8421.34

5,001 – 10,00047617.443,901,5182.10

10,001 – 50,00082230.1220,233,76210.91

50,001 – 100,0001565.7211,623,3376.27

Greater than 100,0001806.6146,985,64879.29

Total2729100.00%185,378,086100.00%

Voting rights

Section 15 of the company’s constitution states that a shareholder may vote at any meeting of shareholders in person or through

a representative. Metroglass conducts voting by way of a polls; using this method every shareholder present (or through their

representative) has one vote per fully-paid-up share they hold. Unless the board determines otherwise, shareholders may not

exercise the right to vote at a meeting by casting postal votes. More detail on voting can be found in Metroglass’ constitution

available on the company’s website at: www.metroglass.co.nz/investor-centre/governance/.

Trading statistics

Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2022 to 31 March 2023 are as follows:

NZX (NZD)ASX (AUD)

Minimum:$0.163 (28/03/23)$0.17 (14/11/22)

Maximum:$0.305 (6/04/22)$0.295 (1/04/22)

Range:$0.163 – $0.305$0.12 – $0.295

Total shares traded196,389,446366,222

1 Trading in Metroglass shares on the ASX is less liquid than it is on the NZX. The final date on which shares were traded on the ASX during the 12 months to 31 March 2023 was

02 March 2023.

Dividend Policy

Dividends and other distributions with respect to the shares are only made at the discretion of the board of Metroglass.

Any dividend can only be declared by the board if the requirements of the Companies Act 1993 are also satisfied. The board’s

decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year will depend on,

among other things:

• all statutory or regulatory requirements

• the financial performance of Metro Performance Glass

• one-off or non-recurring events

• metroglass’ capital expenditure requirements

• the availability of imputation credits

• prevailing business and economic conditions

• the outlook for all of the above

• any other factors deemed relevant by the board.

Over the past 5 financial years, the company has prioritised debt reduction. As the economic and construction cycle is expected to

decline, the company is working towards a leverage ratio for the group (as measured by net debt to rolling 12-month EBITDA) at the

lower end of its 1-2x range. At 31 March 2023, this ratio was 3.2x (on a pre-IFRS 16 basis).

No dividends have been declared in respect of the 2023 financial year.

70

2023 Annual Report

NZX and ASX waivers
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules and has waivers in place with the

ASX that are standard for a New Zealand company listed on the ASX.

Metroglass has an ASX Foreign Exempt Listing on the ASX. This category is based on a principle of substituted compliance,

recognising that for secondary listings, the primary regulatory role and oversight rest with the home exchange. Metroglass

continues to have a full listing on the NZX Main Board.

Disclosure of directors’ interests

Directors disclosed, under section 140(2) of the New Zealand Companies Act 1993, the following interests as at 31 March 2023:

Director and companyPosition

Mark Kenneth Eglinton

NDA Group LimitedDirector / Shareholder / Officer

Sail City No. 36 LimitedDirector / Shareholder

Snapper Rock International LimitedChair

Young Enterprise TrustTrustee

Peter Ward Griffiths

Another New Plane Co LimitedDirector / Shareholder

Great Barrier Airlines LimitedDirector / Shareholder

New Zealand Business and Parliament TrustChair / Trustee

NZDS Properties (No. 2) LimitedDirector / Shareholder

Resin & Wax Holdings LimitedDirector

Rhys Jones

Resin & Wax Holdings LimitedDirector / Shareholder

Ridley Corporation LimitedDirector

Vulcan Steel LimitedDirector / Shareholder

Vulcan Steel Pty LimitedDirector / Shareholder

Lisa Julia Mayne

5R Solutions Pty LimitedDirector

Graham Robert Stuart

EROAD LimitedChair

Leroy Holdings LimitedDirector / Shareholder

Northwest Healthcare Properties Management LimitedChair

Tower LimitedDirector

Vinpro LimitedDirector

H4G LimitedChair

Jenn Elizabeth Bestwick

Tonkin & Taylor Group LimitedDirector

Jenn Bestwick LimitedDirector / Shareholder

Arrow Irrigation Company LimitedDirector

Ministry of Housing and Urban Development

Chair of Risk and

Assurance Committee

71

Statutory Information

Subsidiaries and subsidiary directors
Section 211(2) of the Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration

and value of other benefits received by the directors and former directors, together with particulars of entries in the interests

registers made, during the year ended 31 March 2023.

No Group employee appointed as a director of Metro Performance Glass Limited or its subsidiaries receives or retains any

remuneration or other benefits in their capacity as a director, and each is a full-time Group employee. The remuneration and

other benefits of such employees and former employees (received as employees) totalling NZD 100,000 or more during the year

ended 31 March 2023 is included in the remuneration bandings disclosed on page 67 of this Annual Report.

As at 31 March 2023, Metroglass’ subsidiary companies and subsidiary directors were:

CompanyDirectors

Australian Glass Group (Holdings) Pty LimitedSimon Mander, Brent Mealings

Australian Glass Group Finance Company Pty LimitedSimon Mander, Brent Mealings

Australian Glass Group Investment Company Pty LimitedSimon Mander, Brent Mealings

Canterbury Glass & Glazing LimitedSimon Mander, Brent Mealings

Christchurch Glass & Glazing LimitedSimon Mander, Brent Mealings

Hawkes Bay Glass & Glazing LimitedSimon Mander, Brent Mealings

I G M Software LimitedSimon Mander, Brent Mealings

Metroglass Finance LimitedSimon Mander, Brent Mealings

Metroglass Holdings LimitedSimon Mander, Brent Mealings

Metropolitan Glass & Glazing LimitedSimon Mander, Brent Mealings

Taranaki Glass & Glazing LimitedSimon Mander, Brent Mealings

Directors’ shareholding in Metroglass

The directors’ respective interests in Metroglass shares as at 31 March 2023 are as follows::

Number of shares

in which a relevant

interest is heldAcquisition datesDisposal dates

Mark Eglington40,00028/05/21n /a

Peter Griffiths321,164Twelve dates between 16/05/16 and 01/07/22n /a

Rhys Jones58,00031/08/18n /a

Graham Stuart100,00028/02/20n /a

Julia Mayne25,00023/02/22n /a

Donations

For the year ended 31 March 2023, Metroglass, including its subsidiaries, made donations of $7,223 (2022: $6,965).

Net tangible assets per security

Net tangible assets per security at 31 March 2023: 16.79 cents (31 March 2022: 16.62 cents).

Currency

Within this Annual Report, all amounts are in NZD unless otherwise specified.

Credit rating

Metroglass has not requested a credit rating.

72

2023 Annual Report

Registered Office
5 Lady Fisher Place

East Tamaki

Auckland 2013

New Zealand

Email: glass@metroglass.co.nz

Phone: +64 927 3000

Board of Directors

Peter Griffiths – Chair and Member of the People and

Culture Committee

Rhys Jones – Non-Executive Director and Member of the

People and Culture Committee

Graham Stuart – Non-Executive Director

and Chair of the Audit and Risk Committee

Mark Eglinton – Non-Executive Director

and Chair of the People and Culture Committee

Julia Mayne - Non-Executive Director

and Member of the Audit and Risk Committee

Jenn Bestwick - Non-Executive Director

and Member of the Audit and Risk Committee

Senior Leadership Team

Simon Mander – Chief Executive Officer

Brent Mealings – Chief Financial Officer

Ruben Fergusson – GM Market Strategy

Robyn Gibbard – GM Upper North Island

Nick Hardy-Jones – GM South Island

Amandeep Kaur – Group Safety and Wellbeing Manager

Andreas Paxie – GM Lower North Island

Dayna Roberts – Human Resources Director

Auditor

PricewaterhouseCoopers

15 Customs Street West

Auckland 1010

New Zealand

Lawyers

Bell Gully

Vero Centre

48 Shortland Street

Auckland 1140

New Zealand

Bankers

ASB Bank Limited

Westpac New Zealand Limited

Westpac Banking Corporation

Share registrar

Link Market Services

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

PO Box 91976, Auckland 1142

New Zealand

Further information online

This Annual Report, all our core governance documents

(our constitution, some of our key policies and charters), our

Investor relations policies and all our announcements can be

viewed on our website:

www.metroglass.co.nz/investor-centre/

Investor calendar

2023 Annual Shareholders’ Meeting1 August 2023

2024 Half Year balance date30 September 2023

2024 Half Year results announcementNovember 2023

2024 Full Year balance date31 March 2024

2024 Full Year results announcementMay 2024

COMPANY

DIRECTORY

insight

creative.co.nz

MPG027

73

Company Directory

metroglass.co.nz
METRO PERFORMANCE GLASS

ANNUAL REPORT 2023

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