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General Capital (GEN.NZ) Releases 2023 Annual Report

Annual Report27 June 2023GENFinancials

General Capital Limited
Level 8, General Capital House,

115 Queen Street, Auckland CBD

PO Box 1314, Shortland Street,

Auckland, New Zealand. 1140.

Phone +64 9 304 0145


General Capital Limited (GEN.NZ) Releases 2023 Annual Report


General Capital, the NZX listed financial services Group, has today released its Annual

Report for the year ended 31 March 2023.


A copy of the Annual Report is also available on the Company’s website at:

www.gencap.co.nz/financial-reports.


The Managing Director, Mr. Brent King, said “We are very pleased to present our Annual

Report to our shareholders and to NZX today. It has been a very positive year for General

Capital with very strong growth in all aspects of our business. The Group has increased

total equity by 79% as well as increase in net profit before tax of 77%. This puts us in a great

position to take advantage of opportunities in the market as they arise.”


The annual shareholders meeting is expected to be held in August 2023.


For further information contact:


Mr. Brent King

Managing Director

+64 21 632 660

Brent.King@gencap.co.nz


27 June 2023

---

CAPITAL
ANNUAL REPORT

FOR THE YEAR ENDED 31 MARCH 2023

General Capital Limited
Annual Report

For the year ended 31 March 2023

Contents

Directors’ Profiles 2-4

General Finance Directors and Executive 4-5

Directors’ Report 6-10

Corporate Governance Statement 11-21

Independent Auditors’ Report 22-25

Consolidated Financial Statements:

Consolidated Statement of Comprehensive Income 26

Consolidated Statement of Financial Position 27

Consolidated Statement of Changes in Equity 28

Consolidated Statement of Cash Flows 29

Notes to the Consolidated Financial Statements 30-71

Shareholder and Statutory Information 72-78

Corporate Directory 79

1

Directors’ Profiles
REWI HAMID BUGO B.Sc., M.Com.

Non-Executive Chairman

Rewi Hamid Bugo has been a Non-executive Director of General Capital Limited

since 13 June 2017 and was elected Chairman of the Board of Directors

following the acquisition of Corporate Holdings Limited in August 2018. Mr

Bugo is a graduate of the University of Canterbury, Christchurch, where he

obtained Master of Commerce degree in Business Administration. He has

business experience in several sectors including property development, oil and

gas services, automotive importing and distribution, insurance broking and

tourism.

Mr Bugo sits on the Board of private and public companies in Malaysia and New Zealand, is a Trustee of World

Wildlife Fund Malaysia, and is Vice Chairman of the Sarawak Chapter of the Malaysia New Zealand Chamber of

Commerce.

BRENT DOUGLAS KING, BCom, CA, CMA

Managing Director

Brent Douglas King has been the Managing Director of General Capital Limited

and its subsidiaries since 3 August 2018. Prior to that date, Mr King was a non-

executive Director since 30 September 2011. He was also the founder and

Managing Director of the Dorchester Group of Companies for seventeen (17)

years until he resigned in 2005. He holds a number of public and private

directorships. He has more than twenty-five (25) years’ experience in financial,

investment banking, underwriting, capital raising and accounting areas and has

assisted a number of public and private companies. Brent is a member of the

Chartered Accountants Australia and New Zealand (CAANZ) and has been a Chartered Account since 1981.

HUEI MIN LIM, LLB (Hons), MNZM, CMInstD

Non-executive Independent Director (Retired 31 May 2023)

Huei Min Lim (also known as Lyn Lim) is a Non-Executive Director of General

Capital Limited and has been since 21 December 2011. Lyn Lim is also on the

boards of the Auckland Regional Amenities Funding Board and Restaurant

Brands New Zealand Limited. She is also a trustee of the Asia New Zealand

Foundation.

Lyn has also served on the boards of Auckland University of Technology (AUT),

the New Zealand Shareholders' Association, Public Trust, the New Zealand

China Trade Association, the Hong Kong and New Zealand Business Association, was the Chair of the New

Zealand Chinese Youth Trust and held the positions of Trustee, Deputy Chair and Chair of Foundation North. She

has been a member of ANZ Private Bank External Advisory Board and has served as a council member of the

Auckland District Law Society Inc. In 2017, Lyn was appointed as a Member of the New Zealand Order of Merit

for her services to New Zealand-Asia relations and governance. Lyn is a Chartered Member of the New Zealand

Institute of Directors, a member of the New Zealand Law Society and a member and Vice Chair of the Women

in Business Committee of the Inter Pacific Bar Association.

2

Directors’ Profiles (Continued)
S

I

MON JOHN M

c

ARLEY LLB(Hons)

Non-executive Independent Director

Simon John McArley has been a director of General Capital Limited since 20

December 2017. He graduated from Victoria University, Wellington in 1984

with an LLB (Hons). Simon is a lawyer by training who specialises in corporate

governance and risk. After almost 20 years in private practice with Kensington

Swan, specialising in banking and securities law, Simon took up regulatory

positions with NZX as acting Head of Regulation and the (then) Securities

Commission as acting Director Primary Markets. Simon went on to join the

Serious Fraud Office (SFO) as General Manager Capital Markets and Corporate

Fraud in 2011 where he had responsibility for the successful investigation and prosecution of finance sector

fraud uncovered by the GFC. After 12 months as acting Director of the SFO, Simon left the SFO in late 2013 and

has since been consulting with government and private sector entities on governance and risk management

issues. Simon has also held governance positions with commercial and not for profit entities. Simon is a member

of the New Zealand Law Society. Simon is also a keen sailor and has extensive coastal and blue water experience.

PAUL WILLIAM ZINGEL Real Estate Agent Licensee, Residential Property

Manager, FinCap Financial Mentor

Non-executive Independent Director

Paul is a real estate professional with extensive property development and

property management experience. He was previously Product Owner and

Director of New Zealand’s first property auction portal, PropFi ® a start-up real

estate technology company that facilitated the sale and purchase of property

through online auctions. Paul has been successfully trading financial markets for

more than twenty years and as a registered Financial Services Provider, he has

managed private investment portfolios and provided insurance services and

financial mentoring throughout his career.

GREGORY STEPHEN JAMES MCom (Hons), CA

Non-executive Independent Director (Appointed 28 September 2022)

Greg James is a Senior Partner of Taxation and Mergers and Acquisitions at

Findex, New Zealand’s 5th largest accounting firm. Greg has over 30 years of tax

structuring and consulting experience and is a member of Chartered

Accountants Australia and New Zealand. Prior to joining Findex, Greg worked

for PricewaterhouseCoopers, including spending 8 years working in Hong Kong

and New York. During his career, Greg has worked with numerous listed and

newly listed companies and has extensive experience sourcing equity and debt

funding for clients. Greg has a strong interest in cricket and is currently a

director of Parnell Cricket Club and is on the board of Remuera Parnell Sports

Community Charitable Trust. He is also a member of China ASEAN and is a

director of a number of its group companies.


.

3

Directors’ Profiles (Continued)
MEGAN DOMINIQUE GLEN BCom, BSc

Non-executive Director (Appointed 17 February 2023)

Megan is currently a Director in Forsyth Barr’s investment banking team and was

previously a Director with Ascentro Capital Partners and a manager in the NZ

Super Fund’s Direct Investments team. Megan spent over five years with Credit

Suisse’s investment banking group in New York as part of their Financial Sponsors

Group supporting private equity firms with acquisitions, divestments and

refinancing. Megan started her career at First NZ Capital, now Jarden, advising

some of New Zealand’s largest corporates. Megan is currently a member of the

New Zealand Takeovers Panel and has previously held Board directorships and

observer roles for private companies in New Zealand and Australia.

G

e

neral Finance Directors and Executive

DONALD FREDERICK HATTAWAY CA, ACIS

General Finance Limited Chairman and Independent Non-Executive Director

Don is a member of Chartered Accountants Australia and New Zealand (CAANZ)

and practised as a Chartered Accountant in public practice from 1980 until April

2023. He retired as a Partner in Price Waterhouse in 1996 and specialised in

acting for small or medium sized enterprise businesses since then often fulfilling

the role of finance director for those companies. Don was the Chairman of listed

banking software technology company Finzsoft Solutions Ltd. Don is a previous

Chairman of the Board of Directors of the Auckland Cricket Association. He has

held a previous public company directorship with Cooks Coffee Company Ltd

(previously known as Cooks Global Foods Ltd) as well as directorships with a number of private companies.

ROBERT GARRY HART LLB

(Hons) Waikato University (1998), PG Dip

Management.

General Finance Limited Independent Non-Executive Director

Rob is a director of Waikato law firm Ellice Tanner Hart, who has practised law

for 25 years. In this role he has wide experience acting on finance and security

related matters involving various tiers of lenders. He also advises clients on

governance and insolvency related matters. Rob was previously a director of New

Zealand Cricket Incorporated and is currently chairman of Balloons Over Waikato

Trust which annually stages Waikato’s largest event. He has also held governance

positions with a range of entities and previously served a full term on the New Zealand Sports Tribunal.

4

General Finance Directors and Executive (Continued)
G

R

EGORY JOHN PEARCE B.Com.

General Finance Limited Non-Executive Director

Greg is a lending and credit specialist having held roles with large companies

(Telecom and Air New Zealand) and a senior role with Dorchester Finance Limited

being General Manager Lending and Credit from 1997 to 2008. Since that time,

he has consulted and contracted to receivers in relation to loan recoveries.

ANTON IAN STEVEN IAN DOUGLAS BCom

General Finance Limited Non-Executive Director (Appointed 17 February 2023)

Anton has 30+ years’ experience across mortgage lending, capital markets,

investment banking, corporate finance and wealth management. Anton was

previously the CEO and Investment Committee Chair at Midlands Funds

Management Limited, a NZ non-bank property lender and MIS Manager. Prior

to that Anton was based in the US (New York) where he was the Chief

Investment Officer at Credit Suisse Asset Management’s EM private debt &

special situations fund, prior to that he was the global head of Credit Suisse

Investment Bank’s EM Financing business. Anton also held various senior

executive roles at Credit Suisse including co-head of fixed Income for Asia Pacific, based in Hong Kong. Anton

began his career with the National Bank of New Zealand Treasury Division in 1992. Anton is on the Advisory

Board of Killarney Capital, a Trustee of the IHC Foundation, a member of INFINZ and a member of the Institute

of Directors.

VICTOR PLIEV BCom, CA

General Capital Limited Chief Financial Officer

Victor is a member of the Chartered Accountants Australia and New Zealand

(CAANZ) and has been a Chartered Accountant since 2012. He has over 14 years

post-university working experience, including several years working in business

advisory roles for a chartered accounting firm and other accounting and finance

roles for listed and unlisted companies. Victor joined General Capital Group on

28 February 2022.

5

Directors’ Report
The Directors of General Capital Limited ("the Company") are very pleased to present a strong result for the

year ended 31 March 2023.

1.0 Background

The General Capital Group (“the Group”) started the financial year with the turmoil of the end of the COVID

lockdowns. The year has been volatile for most in the financial sector.

We are pleased with how we have performed during the period and how we have finished the year in a very

strong financial position.

This has been an outstanding year for the Group.

Revenue was 71% higher than the previous year which resulted in net profit after tax of $2,258,243 for the

year ended 31 March 2023, the strongest result since the Group was listed in 2018. This was also after a

goodwill impairment of $537,141 was recognised in the 2023 financial year. The Groups total assets increased

a further 32% since March 2022. The Group completed a capital raise of $8,677,755 and the General Finance

Limited Credit Rating was upgraded twice during the year from BB- with stable outlook to BB stable.

2.0 Our Year

It has been a very strong year financially for the Group. The key points for the 31 March 2023 Group Financial

Statements are:

Total AssetsUp 32% to $136.1m

Total EquityUp 79% to $24.3m

RevenueUp 71% to $13.7m

Net Profit Before Tax Up 77% to $3.3m

Net Profit After Tax Up 68% to $2.3m

There are 2 other significant matters to consider when reviewing our performance:

There has been a write-off of $537,141 of goodwill. This is a non-cash expense.

We have spent considerable time and energy completing two share placements which settled in late

February 2023. The proceeds of those placements had limited time to impact the profitability of the

Group in the year ended 31 March 2023. This is a significant reserve available for the next financial year

to improve our financial performance. The raising of additional capital has significantly strengthened

the balance sheet of the Group.

3.0 General Finance Limited’s Performance

General Finance is our largest trading subsidiary and income earner in the Group. It has the largest capital,

assets and liabilities. It holds the most cash of any company in the Group. We are very pleased with the

development of General Finance over the last four years and particularly over the last year.

General Finance has developed a very significant business, offering secured term deposits to the public seeking

fixed term deposits. It lends to borrowers seeking short term loans secured by first registered mortgages over

residential or commercial property. The maximum exposure as at 31 March 2023 was 67.2% LVR.

General Finance has developed into a leading participant in the Non-Bank Deposit taking sector.

6

31 March 2019 to 31 March 2023 figures are extracted from audited financial statements of General Capital Limited (GCL).
31 March 2018 figures are extracted from the 31 March 2018 audited financial statements of Mykco Limited, the listed shell

company prior to the reverse listing transaction that occurred during the March 2019 financial year.

1.0

0.1

1.1

8.8

15.2

23.9

9.4

41.8

51.2

9.5

58.6

68.2

13.5

89.4

102.9

24.3

111.8

136.1

-

20.0

40.0

60.0

80.0

100.0

120.0

140.0

Equity ($mil)Total Liabilities ($mil)Total Assets ($mil)

General Capital Consolidated Balance Sheet

Mykco - 31 March 2018GCL - 31 March 2019GCL - 31 March 2020

GCL - 31 March 2021GCL - 31 March 2022GCL - 31 March 2023

47.7

47.1

51.4

61.0

64.5

71.3

79.1

90.7

99.2

111.9

122.9

129.0

127.7

41.8

41.2

45.4

55.2

58.5

65.0

72.2

83.1

89.4

101.5

111.7

116.7

111.7

5.8 5.9

6.0

5.8

6.1

...

6.9

7.6

9.7

10.4

11.2

12.2

16.0

-

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

70.0

75.0

80.0

85.0

90.0

95.0

100.0

105.0

110.0

115.0

120.0

125.0

130.0

135.0

Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23

General Finance Balance Sheet

Total Assets ($m)Total Liabilities ($m)Equity ($m)

7

-
5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

Northland Auckland Waikato Bay of Plenty Wellington Other North

Island

South Island Overseas

$,000

Location

Secured Term Deposit by Location 2020 -2023

2020202120222023

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

Northland Auckland Waikato Bay of Plenty Wellington Other North

Island

Canterbury Otago Marlborough

$,000

Location

Loan by Location 2020 -2023

2020202120222023

8

4.0 Credit Rating
General Finance has a credit rating from Equifax Australasia Credit Rating Pty Ltd ("Equifax"). Equifax gives

ratings from AAA through to C (excluding ratings attaching to entities in default). Equifax has issued General

Finance a credit rating upgrade twice during the year from BB- Stable outlook to BB- positive outlook and BB

stable outlook. According to Equifax's criteria, this rating is classified as "Near Prime". General Finance is very

pleased with this rating as a number of participants in the financial services sector have been downgraded due

to the impacts of the Pandemic, rising interest rates and reducing property values. This is a strong

endorsement of General Finance's performance.

5.0 Staff and Directors

During the year we have added three Directors to the Group. Greg James joined the Company as a director on

28 September 2022 and brings accounting and tax expertise to the Board. Megan Gle n joined the Company on

17 February 2023 and has a strong background in investment banking in New Zealand and overseas.

Anton Douglas joined the Board of General Finance effective 17 February 2023 and has a strong background in

mortgage lending, investment banking and capita l markets.

We have continued to build and develop our staf f over the year.

Increasing the depth of our human resources in the form of staff and directors is a significant investment but

one that will yield significant benefits in the future.

6.0 Investment Research Group Limited (IRG)

The Research and Advisory Segment has been successful in completing four debt structuring and brokerage

engagements during the year ended 31 March 2023 in line with the previous year's forecast. However, not all

aniticpated brokerage works eventuated. This, together with the current economic environment, has

contributed towards the downwards reforecast of the future works of the segment. The goodwill allocated to

the Research and Advisory Cash Generating Unit ("CGU") was teste d for impairment in the year ended 31

March 2023. This resulted in an im pairment of $537,141 which caused the segment to incur a loss. It is

important to note that this impairment is a non-cash expense.

This year, similar to last year, IRG has not undertaken the research for the very popular IRG yearbook. The

yearbook is an icon in New Zealand, however with the market in turmoi l and the difficulty of getting staf f we

found it impossible to undertake the project. This reduced revenue and profits for IRG.

29,383

1,903

3,904

46,751

4,607

3,100

69,125

8,692

3,101

92,917

12,384

2,107

3,099

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Residential housingResidential bare land Residential development land

and housing

Commercial property

$,000

Security Type

Loan by Security Type 2020 -2023

2020202120222023

9

7.0 Successful share placements and other capital matters
On 17 February 2023 the Company issued 150,917,479 shares raising $8,677,755. To date $3,000,000 has been

utilised for the growth of the finance segment.

8.0 Summary

It has been an excellent year for t he Group. We have successfully completed two share placements and raised

more capital during the year. The Group has increased total equity by 79% as well as increased net profit

before tax by 77%, which would have been stronger had the non-cash goodwill write-off not occurred. We

have further increased the Group’s talent pool by adding more skills to the boards and senior management.

General Finance received a credit rating upgrade twice during the year to BB stable outlook. This puts the

Group in a great position to take advantage of opportunities in the market as they arise.

Directors thank General Capital's shareholders and General Finance's secured term deposit investors for their

financial support. We are very grateful to our staf f for their significant contributions, particularly during this

challenging period which we live in. We are looking forward to the opportunities that will arise because of

challenges in the market. As an outcome, this will allow us to focus on rewarding all those stakeholders who

have supported us so well over the years.

Rewi Hamid Bugo Brent Douglas King

Chairman Managing Director

10

Corporate Governance Statement
The Board of Directors (“Board”) and management of General Capital Limited (“the Company”) are committed

to ensuring that the Company adheres to best practice governance principles and maintains the highest ethical

standards. The Board regularly reviews and assesses the Company’s governance structures to ensure that they

are consistent, both in form and in substance, with best practice.

Key governance documents that have been adopted by the Company are published on the Company’s website

at www.gencap.co.nz/corporate-governance.

The Board framework and governance practices for the year ended 31 March 2023 were mostly compliant with

the requirements of the NZX Code. The Governance Code contains eight (8) principles and various

recommendations for each principle. The Board has reported on the Company’s compliance with each of the

recommendations which are included below.

The NZX Corporate Governance Code was revised on 1 April 2023 after the Company’s financial year ended and

the Board has elected to report on the 17 June 2022 version of the NZX Corporate Governance Code.

The NZX Corporate Governance Code can be found on the NZX Website at: www.nzx.com/regulation/nzx-rules-

guidance/corporate-governance-code.

Principal 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."

RECOMMENDATION 1.1

The board should document minimum standards of ethical behaviour to which the issuer’s directors and

employees are expected to adhere (a code of ethics).

The code of ethics and where to find it should be communicated to the issuer’s employees. Training should

be provided regularly. The standards may be contained in a single policy document or more than one policy.

The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the

issuer’s expectations about behaviour, namely that every director and employee:

(a)acts honestly and with personal integrity in all actions;

(b)declares conflicts of interest and proactively advises of any potential conflicts;

(c)undertakes proper receipt and use of corporate information, assets and property;

(d)in the case of directors, gives proper attention to the matters before them;

(e) acts honestly and in the best interests of the issuer, shareholders and stakeholders and as required by law;

(f)adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of

value in order to influence employees and directors, such gifts should not be accepted);

(g)adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have

complied with the issuer’s procedures, an issuer should protect and support them, whether or not action is

taken); and

(h)manages breaches of the code

Compliance with recommendation during the year ended 31 March 2023:

The Board has a strong belief that ethical behaviour is paramount to good corporate governance and underpins

the reputation of the Company. As such, the ethical principles that were applied by the Board (and required of

Management and employees) were in line with the recommendations above.

The Group’s code of ethics complies with the recommendation in full. Employees are required to read the code

of ethics. The code of ethics is published on the Company’s website at www.gencap.co.nz/corporate-

governance.

11

RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which extends to employees and directors.

Compliance with recommendation during the year ended 31 March 2023:

The Board had a financial products trading policy in place for employees and directors. This policy requires prior

approval of all transactions in General Capital Limited quoted securities and other restricted securities, specifies

blackout periods for trading and defines prohibited trading.

The financial products trading policy is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

PRINCIPLE 2 – Board Composition & Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and

perspectives.”

Board Composition

Board members who have a wide range of business, technical and financial background lead the Company. In

November 2021 the Board adopted a board skills matrix to assist in maintaining a balance ensuring it has a

balance of independence, skills, knowledge, experience and perspectives. The Board believes it complies with

the recommendation.

The Board is responsible and accountable to shareholders and other stakeholders for the Company’s

performance and its compliance with applicable laws and standards.

As at 31 March 2023 the Board of Directors comprised seven directors, six of which are Non-executive Directors

(Rewi Hamid Bugo (Chairman), Huei Min Lim, Paul William Zingel, Simon John McArley, Gregory Stephen James

and Megan Dominique Glen) and one Executive Director (Brent Douglas King).

Huei Min Lim, Paul William Zingel, Simon John McArley and Gregory Stephen James are independent directors

of the Company.

Gregory Stephen James was appointed as a director effective from 28 September 2022. The Board determined

that there were no particular circumstances that would materially interfere with his ability to exercise

independent judgement and he was assessed as an independent director of the Company.

Megan Dominique Glen was appointed as a director effective from 17 February 2023. Megan Dominique Glen

was not assessed to be an independent director of the Company as she was nominated by API No 1 Limited

Partnership (API) to represent API’s stake in the Company (currently 23.92% of the Company’s ordinary shares)

and her appointment was supported by the Board of Directors.

By virtue of the extent of his product holding, Rewi Hamid Bugo has not been assessed as an independent

director of the Company due to shares held directly or indirectly in the Company and as an executive and

shareholder in the Company, Brent Douglas King has also been assessed as a non-independent director of the

Company. Refer to the Directors’ Profiles section of this Annual Report for further details.

Huei Min Lim has subsequently resigned as a director with effect from 31 May 2023.

Board Meetings

The Company’s Board meetings are conducted in accordance with proper process. This enables the Board to

peruse any board papers and review any issues to be deliberated at the Board meeting to enable Directors to

make informed decisions. A total of five Board Meetings were held during the financial year under review. Board

attendance has been recorded as follows:

12

Board Members Board Audit Committee
Rewi Hamid Bugo (Chairman) 5 3

Brent Douglas King 5 N/A

Huei Min Lim 3 1

Simon John McArley 5 3

Paul William Zingel 5 3

Gregory Stephen James 3 1

Megan Dominique Glen 1 N/A

The Board also met whenever necessary to deal with specific matters needing attention between scheduled

meetings.

The gender balance of the Group’s Directors and officers was as follows:

as at 31 March 2023 as at 31 March 2022

Directors Officers* Directors Officers*

Female 2 1 1 1

Male 5 3 4 3

Total 7 4 5 4

*Officers excludes any directors of the Company.

RECOMMENDATION 2.1

The board of an issuer should operate under a written charter which sets out the roles and responsibilities of

the board. The board charter should clearly distinguish and disclose the respective roles and responsibilities

of the board and management.

Compliance with recommendation during the year ended 31 March 2023:

The Board has had in place throughout the year a written board charter which sets out the roles and

responsibilities of the Board and management and complies with the recommendation in full.

The Board Charter is published on the Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 2.2

Every issuer should have a procedure for the nomination and appointment of directors to the board.

Compliance with recommendation during the year ended 31 March 2023:

The Company’s nomination procedure is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

The Board follows the requirements of the NZX Rules as well as the commentary in the NZX Corporate

Governance Code and the requirements of its nomination procedure. In November 2021 the Board also adopted

a board skills matrix to assist when selecting new directors.

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly appointed director establishing the terms of

their appointment.

Compliance with recommendation during the year ended 31 March 2023:

The Company’s nomination procedure sets out the form of agreement to be used. The Company’s Board Policies

and Procedures document is published on the Company’s website at www.gencap.co.nz/corporate-governance.

Written agreements have been entered into in accordance with the procedure with all directors appointed

during the year.

13

RECOMMENDATION 2.4
Every issuer should disclose information about each director in its annual report or on its website, including a

profile of experience, length of service, independence and ownership interests and director attendance at

board meetings.

Compliance with recommendation during the year ended 31 March 2023:

All of the information detailed in the recommendation is included in the Annual Report and can be found in the

Directors Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections.

RECOMMENDATION 2.5

An issuer should have a written diversity policy which includes requirements for the board or a relevant

committee of the board to set measurable objectives for achieving diversity (which, at a minimum, should

address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving

them. The issuer should disclose the policy or a summary of it.

Compliance with recommendation during the year ended 31 March 2023:

The Board recognises the wide-ranging benefits that diversity brings to an organisation.

The Company’s diversity policy is included in the Company’s Board Policies and Procedures document which is

published on the Company’s website at www.gencap.co.nz/corporate-governance. In November 2021 the Board

adopted measurable objectives for achieving diversity and inclusion in accordance with the diversity policy.

Progress was not measured against those objectives in the year to 31 March 2023 but the Board intends to do

so in the next annual report and future years.

The gender composition of the Company’s directors and officers is included above.

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current on how to best perform their duties as

directors of an issuer.

Compliance with recommendation during the year ended 31 March 2023:

The Company’s Board understand their obligations as Directors of a publicly listed Company and undertake

training when necessary to remain current on how to best perform their duties. In November 2021 the Board

adopted a board skills matrix to assess training and development needs and have reviewed this during the year

to 31 March 2023.

RECOMMENDATION 2.7

The board should have a procedure to regularly assess director, board and committee performance.

Compliance with recommendation during the year ended 31 March 2023:

Director and Board performance is considered crucial to the success of the Group. The Board has not completed

an assessment in the year ended 31 March 2023 due to competing priorities. An assessment will be carried out

in the first half of the 2024 financial year. This includes an assessment of whether the composition of the board

is adequate and whether any training is needed for Directors.

The Company’s nomination procedure is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

14

RECOMMENDATION 2.8
A majority of the board should be independent directors.

Compliance with recommendation during the year ended 31 March 2023:

As detailed in the Board Composition section above, four of the sevn Directors have been identified as

Independent Directors of the Company. Of the three remaining directors, two are Non-Executive Directors.

Following the resignation of Huei Min Lim with effect from 31 May 2023 the Board does not have a majority of

independent directors. The Board intends to review the Board composition and make an appropriate appointment

or other adjustment in due course.

The Board considers that the composition of the Board during the financial year ended 31 March 2023 was

satisfactory to make decisions in the best interests of the entity and its shareholders. In addition to this, the

Board Charter provides the opportunity for non-executive directors to confer regularly without executive

directors or other senior executives present. Any directors who are conflicted on certain matters are unable to

participate in the decisions made in relation to those matters.

RECOMMENDATION 2.9

An issuer should have an independent chair of the board. If the chair is not independent, the chair and CEO

should be different people.

Compliance with recommendation during the year ended 31 March 2023:

The Chair of the Company, Rewi Hamid Bugo, has been assessed as a non-independent director. The company

has a separate Managing Director (CEO), Brent Douglas King.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining

board responsibility.”

Recommendation 3.1

An issuer’s audit committee should operate under a written charter. Membership on the audit committee

should be majority independent and comprise solely of non-executive directors of the issuer. The chair of the

audit committee should be an independent director and not the chair of the board.

Compliance with recommendation during the year ended 31 March 2023:

General Capital Limited has an Audit Committee which as at 31 March 2023 comprised the following non-

executive directors:

Simon John McArley (Chair of Audit Committee, Independent Director)

Huei Min Lim (Independent Director)

Paul William Zingel (Independent Director)

Rewi Hamid Bugo (Non-executive Director)

Gregory Stephen James (Independent Director)

Huei Min Lim resigned as a director with effect from 31 May 2023.

The Audit Committee operates under a written charter and its responsibilities include the following:

1. Ensuring that processes are in place and monitoring those processes so that the board is properly and

regularly informed and updated on corporate financial matters;

2. Recommending the appointment and removal of the independent auditor;

3. Meeting regularly to monitor and review the independent and internal auditing practices;

4. Having direct communication with and unrestricted access to the independent auditor and any internal

auditors or accountants;

15

5. Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws
and regulations; and

6. Ensuring that the Key Audit Partner is changed at least every 5 years.

The Audit Committee comprises a majority of independent directors and no executive directors. Simon John

McArley and Gregory Stephen James have a financial background in accordance with the requirements of NZX

Listing Rule 2.13.1.

The Company’s Audit Committee Charter has been published on the Company’s website at

www.gencap.co.nz/corporate-governance.

Recommendation 3.2

Employees should only attend audit committee meetings at the invitation of the audit committee.

Compliance with recommendation during the year ended 31 March 2023:

Non-committee members including employees only attend audit committee meetings at the invitation of the

Audit Committee.

Recommendation 3.3

An issuer should have a remuneration committee which operates under a written charter (unless this is carried

out by the whole board). At least a majority of the remuneration committee should be independent directors.

Management should only attend remuneration committee meetings at the invitation of the remuneration

committee.

Compliance with recommendation during the year ended 31 March 2023:

Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March

2023. Employees only attended meetings at the invitation of the Board.

The responsibilities included recommending remuneration packages for directors for consideration by

shareholders and approving Managing Director and senior management remuneration.

The Company’s remuneration policy is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

Recommendation 3.4

An issuer should establish a nomination committee to recommend director appointments to the board (unless

this is carried out by the whole board), which should operate under a written charter. At least a majority of

the nomination committee should be independent directors.

Compliance with recommendation during the year ended 31 March 2023:

Nomination committee responsibilities were dealt with by the full Board during the year ended 31 March 2023.

The Company’s nomination procedure is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

Recommendation 3.5

An issuer should consider whether it is appropriate to have any other board committees as standing board

committees. All committees should operate under written charters. An issuer should identify the members of

each of its committees, and periodically report member attendance.

Compliance with recommendation during the year ended 31 March 2022:

Given the size and scale of the Company’s business and the resources available, the Board has not considered it

necessary to have any other board committees during the year. The Board will review this periodically.

16

Recommendation 3.6
The board should establish appropriate protocols that set out the procedure to be followed if there is a

takeover offer for the issuer including any communication between insiders and the bidder. It should disclose

the scope of independent advisory reports to shareholders. These protocols should include the option of

establishing an independent takeover committee, and the likely composition and implementation of an

independent takeover committee.

Compliance with recommendation during the year ended 31 March 2023:

The company has established a written takeover response procedure approved by the Board. It does not detail

of the scope of the independent report to shareholders nor the establishment, composition or implementation

of an independent takeover committee. In the event of a takeover bid, the Board would determine the

appropriate actions to take including the scope of independent advisory reports to shareholders, and whether

an independent takeover committee should be established.

The Company’s takeover response procedure is included in the Company’s Board Policies and Procedures

document which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

PRINCIPLE 4 – Reporting & Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance

of corporate disclosures.”

Recommendation 4.1

An issuer’s board should have a written continuous disclosure policy.

Compliance with recommendation during the year ended 31 March 2023:

The Company’s Board is committed to keeping investors and the market informed of all material information

about the Company and its performance in line with the NZX listing rules and has done so throughout the period.

The Company’s continuous disclosure policy is included in the Company’s Board Policies and Procedures

document which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

Recommendation 4.2

An issuer should make its code of ethics, board and committee charters and the policies recommended in the

NZX Code, together with any other key governance documents, available on its website.

Compliance with recommendation during the year ended 31 March 2023:

Key governance documents that have been adopted by the Company are published on the Company’s website

at www.gencap.co.nz/corporate-governance.

Recommendation 4.3

Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure

at least annually, including considering material exposure to environmental, economic and social

sustainability factors and practices. It should explain how operational or non-financial targets are measured.

Non-financial reporting should be informative, include forward looking assessments, and align with key

strategies and metrics monitored by the board.

Compliance with recommendation during the year ended 31 March 2023:

Financial Reporting

The Board is responsible for ensuring that the financial statements give a true and fair view of the financial

position of the Group and have been prepared using appropriate accounting policies, consistently applied and

supported by reasonable judgements and estimates. The Board is also responsible for ensuring all relevant

financial reporting and accounting standards have been followed.

17

For the financial year ended 31 March 2023, the Directors believe that proper accounting records have been
kept which enable, with reasonable accuracy, the determination of the financial position of the Company and

the Group and facilitate compliance of the financial statements with the Financial Reporting Act 1993.

The Managing Director and Chief Financial Officer have confirmed in writing to the Board that the Company’s

financial reports present a true and fair view in all material aspects.

Non-financial reporting

Due to limited resourcing the Company did not provide non-financial disclosures during the financial year ended

31 March 2023. The Company is in the early stages of considering how and to what extent it should report on

non-financial information such as environmental, social and governance matters (ESG). The Company does not

currently have a formal ESG reporting framework, however this is being considered by the Board with the

intention that the Company will report on these non-financial matters in the future.

PRINCIPLE 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Recommendation 5.1

An issuer should recommend director remuneration packages to shareholders for approval in a transparent

manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report.

Compliance with recommendation during the year ended 31 March 2023:

Shareholders approved a total Directors’ remuneration fee pool of $600,000 per annum plus GST (if any) in the

Special Meeting of shareholders on 28 September 2022. Actual director remuneration is disclosed in the

Shareholder and Statutory Information section of this Annual Report.

Recommendation 5.2

An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the

relative weightings of remuneration components and relevant performance criteria.

Compliance with recommendation during the year ended 31 March 2023:

Remuneration of directors has been determined in line with the process noted under recommendation 3.3

above, and in accordance with the Company’s remuneration policy.

The Company’s remuneration policy is included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/corporate-governance.

Recommendation 5.3

An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should

include disclosure of the base salary, short term incentives and long-term incentives and the performance

criteria used to determine performance-based payments.

Compliance with recommendation during the year ended 31 March 2023:

Information in relation to the remuneration arrangements in place for Brent King (Managing Director) are

included in the Shareholder and Statutory Information section 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.”

Recommendation 6.1

An issuer should have a risk management framework for its business and the issuer’s board should receive

and review regular reports. An issuer should report the material risks facing the business and how these are

being managed.

18

Comp
liance with recommendation during the year ended 31 March 2023:

The Group is committed to proactively managing risk and this has been the responsibility of the entire Board

with the assistance of the Audit Committee during the period. The Board delegates day to day management of

risks to the Managing Director. The executive team and senior management are required to regularly identify

the major risks affecting the business and develop structures, practices and processes to manage and monitor

these risks.

The Company’s Risk Management and Compliance framework has been under review for some time.

Completion of this exercise has been delayed by resource constraints, and the company has not achieved

compliance with the recommendation during the year. The Board is committed to completing this work in the

coming year and has supported Management to ensure there are sufficient resources in place to do so.

In the meantime, the Board notes that the board of General Finance Limited, the company’s principal operating

subsidiary, has in place a risk management process to effectively identify, manage and monitor the principal

risks affecting its business.

The Group maintains insurance policies that it considers adequate to meet its insurable risks.

Recommendation 6.2

An issuer should disclose how it manages its health and safety risks and should report on its health and safety

risks, performance and management.

Compliance with recommendation during the year ended 31 March 2023:

The Group operates with a small number of employees in a relatively low health and safety risk office

environment. Despite this, the Board recognises that effective management of health and safety is essential for

the operation of a successful business, and endeavours to prevent harm and promote wellbeing for employees,

contractors and customers.

The Board is responsible for ensuring that the systems used to identify and manage health and safety risks are

fit for purpose, being effectively implemented, regularly reviewed and continuously improved. All new

incidents, near misses, or hazards identified are reported to the Board.

PRINCIPLE 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

Recommendation 7.1

The board should establish a framework for the issuer’s relationship with its external auditors. This should

include procedures:

(a)for sustaining communication with the issuer’s external auditors;

(b)to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or

could be reasonably be perceived to be impaired;

(c)to address what, if any, services (whether by type or level) other than their statutory audit roles may be

provided by the auditors to the issuer; and

(d) to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the

external auditors to the issuer other than in their statutory audit role.

Compliance with recommendation during the year ended 31 March 2023:

In accordance with the Company’s Board Charter and Audit Committee charter, the Board in conjunction with

the Audit Committee were responsible for oversight of and communication with the external auditor and

reviewed the quality and cost of the audit undertaken by the Company’s external auditor. The Board in

conjunction with the Audit Committee also assesses the auditor’s independence on an annual basis.

For the financial year ended 31 March 2023, Grant Thornton New Zealand Audit Limited was the external auditor

for the Company. During the year Baker Tilly Staples Rodway resigned as auditor and Grant Thornton New

19

Zealand Audit Limited was appointed. The statutory audit services are fully separated from non-audit services
to ensure that appropriate independence is maintained. The amount of fees paid for audit and other services is

identified in note 7 in the notes to the consolidated financial statements.

Grant Thornton New Zealand Audit Limited has provided the Board with written confirmation that, in their view,

they were able to operate independently during the year.

Recommendation 7.2

The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in

relation to the audit.

Compliance with recommendation during the year ended 31 March 2023:

Grant Thornton New Zealand Audit Limited is invited to attend the Annual Meeting, and the lead audit partner

is expected to be available to answer questions from shareholders at that meeting. Given the changeover of

auditors, Baker Tilly Staples Rodway did not attend the Annual Meeting held 28 September 2022, however Grant

Thornton New Zealand Audit Limited did attend the Annual Meeting.

Recommendation 7.3

Internal audit functions should be disclosed.

Compliance with recommendation during the year ended 31 March 2023:

The Group has internal controls in place, including monitoring and checking that internal controls are operating

effectively. Due to its current size, the Board believes that it was uneconomic and unnecessary for the Company

to have a dedicated internal auditor role during the period. The Board will regularly review this position.

Principle 8 – Shareholder Rights & Relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders

that encourage them to engage with the issuer.”

Recommendation 8.1

An issuer should have a website where investors and interested shareholders can access financial and

operational information and key corporate governance information about the issuer.

Compliance with recommendation during the year ended 31 March 2023:

Financial statements, NZX announcements and Directors’ profiles are included on the website at

www.gencap.co.nz . Key governance documents that have been adopted by the Company are published on the

Company’s website at www.gencap.co.nz/corporate-governance.

Re

commendation 8.2

An issuer should allow investors the ability to easily communicate with the issuer, including providing the

option to receive communications from the issuer electronically.

Compliance with recommendation during the year ended 31 March 2023:

All shareholders are given the option to elect to receive electronic communications from the Company.

Recommendation 8.3

Quoted equity security holders should have the right to vote on major decisions which may change the nature

of the company in which they are invested in.

Compliance with recommendation during the year ended 31 March 2023:

Shareholders have been given the right to vote on all major decisions in line with the NZX Rules during the year

ended 31 March 2023.

20

Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity security

holders of the same class on a pro rata basis and on no less favourable terms, before further equity securities

are offered to other investors.

Compliance with recommendation during the year ended 31 March 2023:

During the year ended 31 March 2023, the Company:

a. Issued 63,960,957 ordinary shares at 5.75 cents per share for proceeds totalling $3,677,755.03 on 17

February 2023 under a placement to Borneo Capital Limited. The placement was done to expand the

Company’s working capital and the directors of the Company determined that the limited scale of the

capital raising did not justify the cost of a wider offer to all shareholders at that time.

b. Issued 86,956,522 ordinary shares at 5.75 cents per share for proceeds totalling $5,000,000 on 17

February 2023 under a placement to API No 1 Limited Partnership. The placement was done to expand

the Company’s working capital and the directors of the Company determined that the limited scale of

the capital raising did not justify the cost of a wider offer to all shareholders at that time.

The Company has not complied with the recommendation during the year but notes that the above issues of

financial products were approved by product holders at the General Capital Extraordinary Shareholder Meeting

held on 19 January 2023. In the notice of meeting for that meeting, the directors highlighted that they believed

the likely outcome of and the cost of extending this offer to all shareholders meant it was not in the best interest

of the Company or its shareholders to do so.

No other capital raising activities were undertaken during the year.

The directors of the Company may seek additional capital raising in the coming year to support the capital

requirements of General Finance Limited and to expand the working capital of the Company. Any proposal is

expected to be included with the notice of the 2023 Annual Shareholders Meeting. The directors of the Company

will consider whether the offer will be extended to all shareholders at that time.

Recommendation 8.5

The board should ensure that the notices of annual or special meetings of quoted equity security holders is

posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting.

Compliance with recommendation during the year ended 31 March 2023:

The Board encourages shareholder participation in meetings and understands that shareholders need sufficient

time to consider information prior to meetings. The notice of the 2022 Annual Meeting and extraordinary

meeting was posted on the Company’s website more than 20 working days prior to the meeting.

21

Grant Thornton New Zealand Audit Limited

L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz


22

Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

To the Shareholders of General Capital Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements

of General Capital Limited (the “Company”) and its subsidiaries

(together the “Group”) on pages 26 to 71, which comprise the consolidated statement of financial position as at 31 March

2023, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and the

consolidated statement of cashflows for the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.

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

of General Capital Limited as at 31 March 2023 and its financial performance and cash flows for the year then ended in

accordance with the New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) issued by the New

Zealand Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Internationa

l Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated financial statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

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

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

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

Other than in our capacity as auditor and the provision of other assurance services, we have no relationship with, or interests

in, the Group.

Other Matter

The financial report of General Capital Limited for th

e year ended 31 March 2022 was audited by another auditor who

expressed a qualified opinion in relation to the carrying value of the Group’s goodwill and other indefinite life intangible assets

as at the 30

th

of June 2022.

Key Audit Matters

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

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

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Independent Auditor’s Report

23
Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

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

Allowance for impairment losses from loan

receivables

The allowance for impairment losses from loan

receivables to customers amounts to $776,265 in the

financial statements as at 31 March 2023.

The assessment of the allowance for impairment losses

(expected credit losses) is complex and requires

significant judgement and estimation. Key areas of

judgment included the identification of loans with an

increase in credit risk and assumptions used in the credit

loss model, for both the 12 month and lifetime expected

credit losses.

This was a key audit matter due to the significance of the

judgements and estimates applied in determining the

allowance for impairment losses from loan receivables on

the financial statements.

The principles for determining the allowance for

impairment losses from loan receivables are described in

note 4.3 and the review of the allowance for impairment

losses is disclosed in note 11 of the consolidated

financial statements.

We have:

Obtained an understanding of the lending processes and

controls and models used to determine the allowance for

impairment losses from loan receivables, including event

identification, collateral valuation and how management’s

estimates and judgements are determined.

For a selection of loans issued by the Company, we

inspected the loan agreement and other available

information that formed part of management’s loan

approval process (such as credit scores and security

details), and reviewed management’s approval process

controls, to determine whether loans were appropriately

approved and that the information available supported

any conclusions reached about the expected credit loss

at that point.

We identified loans for which we believed there may be

indicators of impairment. We considered management’s

conclusions regarding impairment for each of these loans

individually.

For each significant identified loan with indicators of

impairment, we tested whether there was adequate

security against each advance in order to recover the

outstanding balance. Where provided, we considered

adequacy of third-party valuations, and also verified any

prior ranking securities to independent sources.

For the collective provisioning model, we:

(a) Recalculated the provision based on the input

factors identified by management as part of the

expected credit loss methodology;

(b) Assessed the calculation of the expected credit

losses model against the requirements of NZ IFRS 9

Financial Instruments for the recognition and

measurement of 12 month and lifetime expected

credit losses on financial assets.

(c) Assessed the judgements made by management

regarding the assumptions used for the expected

credit loss methodology, including challenging the

appropriateness of current and future external

factors.

We assessed the appropriateness of the Group

disclosures in the financial reports against the

requirements of the accounting standards.

24
Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

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

Impairment assessment of goodwill and other

indefinite life intangible assets.

The accumulated impairment losses from goodwill

amounts to $537,141 in the consolidated financial

statements as at 31 March 2023.

This matter was considered to be one of the areas which

had the greatest impact on our overall audit as

the audit report issued by the predecessor auditor

for the year ended 31 March 2022 included a

qualification on the value of goodwill. The

predecessor auditor was unable to obtain sufficient

appropriate audit evidence to support critical

assumptions and estimates used to determine the

recoverable value of the goodwill and other

indefinite life intangible assets allocated to the

research and advisory cash generating unit

(‘CGU’); and

annual impairment tests involve complex and

subjective estimation and judgement by

Management on the future performance of the

CGU’s, discount rates applied to the future

cashflow forecasts and future market and economic

conditions. Change in assumptions and the

methodology applied may have a material impact

on the measurement of the impairment of goodwill

and other indefinite life intangible assets.

Management has completed the annual impairment test

for each of the two CGU’s as at 31 March 2023, and the

measurement of each CGU’s recoverable amount

includes the assessment and calculation of its ‘value-in-

use’.

The principles for determining and analysing the

impairment of goodwill and other indefinite life intangible

assets are described in note 4.4 and the review of the

accumulated impairment is disclosed in note 14 of the

consolidated financial statements.

We have:

Obtained an understanding of the Group’s internal

controls relevant to the accounting estimates used to

determine the recoverable value of the Group’s CGU’s

and assessed for reasonableness.

Evaluated Management’s determination of the Group’s

CGUs based on our understanding of the nature of the

Group’s business and the economic environment in

which the segments operate.

Challenged Management’s assumptions and estimates

used to determine the recoverable value of its indefinite

life intangible assets, including those relating to

forecasted revenue, expenditure and discount rates

applied.

Evaluated the logic of the value-in-use calculations

supporting Management’s annual impairment test and

testing the mathematical accuracy of these calculations.

Evaluated Management’s process regarding the

preparation and review of forecast financial statements

(balance sheet, income statement, and cash flow

statement), including comparing forecasts to Board

approved forecasts, and evaluating the historical

accuracy of the Group’s forecasting to actual historical

performance.

Engaged our own internal valuation experts to evaluate

the logic of the value-in-use calculation and the inputs to

the calculation of the discount rates applied, including

evaluating the forecasts, inputs and any underlying

assumptions with a view to identifying Management bias.

Performed our own sensitivity analyses for reasonably

possible changes in key assumptions, the two main

assumptions being: the discount rate and forecast growth

assumptions.

Evaluated the related disclosures (including the

accounting policies and accounting estimates) about

goodwill and other indefinite life intangible assets, which

are included in the Group’s consolidated financial

statements.

25
Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

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

T

h

e Directors are responsible for the other information. The other information comprises the information included in the

Company’s 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 connections 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, 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.

Directors’ responsibilities for the Consolidated Finan

cial Statements

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

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board, and for such internal control as the Directors determine is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

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

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

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs

(NZ) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

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

taken on the basis of these consolidated financial statements.

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

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

esponsibilities/audit-report-1/

Restriction on use of our report

This report on the consolidated financial statements is made solely to the Group’s shareholders, as a body. Our audit work has

been undertaken so that we might state to the Group’s shareholders, as a body, those matters which we are required to state

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

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

the opinion we have formed.

Grant Thornton New Zealand Audit Limited

Ryan Campbell

Partner

Auckland

27 June 2023

20232022
Note$$

Interest income

5

10,618,423 5,574,439

Interest expense

5

(5,223,799) (2,976,011)

Net interest income

5,394,624 2,598,428

Fee and commission income

5

2,980,148 1,894,291

Fee and commission expense

5

(781,120) (500,302)

Net fee and commission income

2,199,028 1,393,989

Revenue from contracts with customers

5

65,626 512,588

Cost of sales

5

(4,006) (57,290)

Gross profit from contracts with customers

61,620 455,298

Other income

5

45,056 36,931

Net revenue

7,700,328 4,484,646

Increase in allowance for expected credit losses

11

(573,970) (66,266)

Personnel expenses

(1,218,362) (1,010,670)

Depreciation

(125,797) (150,996)

Amortisation and impairment of intangible assets

14

(537,779) (5,230)

Other operating expenses

7

(1,900,329) (1,362,869)

(4,356,237) (2,596,031)

Profit before income tax expense

3,344,091 1,888,615

Income tax (expense) / benefit

8

(1,085,848) (547,952)

Net profit after income tax expense

2,258,243 1,340,663

Other comprehensive income

Items that will not be reclassified to profit or loss

15, 17(c)

(73,713) (144,144)

Other comprehensive income / (loss) for the year, net of tax (73,713) (144,144)

Total comprehensive income

2,184,530 1,196,519

Earnings per share (cents per share)

9

0.98 0.78

Diluted earnings per share (cents per share)

9

0.98 0.78

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

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2023

Changes in the fair value of equity investments at fair value

through other comprehensive income

26

GENERAL CAPITAL LIMITED
20232022

Note$$

Equity

Share capital

17(a)

21,561,120 13,025,575

Accumulated (losses) / earnings 3,011,160 752,916

Reserves

17(c)

(319,510) (245,798)

Total equity

24,252,770 13,532,693

Assets

Cash and cash equivalents

10

14,072,194 16,661,570

Accounts receivables 46,213 17,350

Related party receivables

18

725 -

Other current assets 347,467 229,725

Bank deposits

10

9,937,974 2,450,000

Loan receivables

11

108,771,965 80,027,661

Property, plant and equipment 33,732 29,431

Right of use assets

13

- 146,750

15

214,730

288,442

Deferred tax asset

8.2

313,454 135,049

Intangible assets and goodwill

14

2,349,405 2,918,716

Total assets

136,087,859 102,904,694

Liabilities

Accounts payable and other payables 816,766 613,770

Related party payables

18

117,410 13,191

Term deposits

16

109,886,032 88,047,219

Lease liability

13

- 174,364

Income tax payable 1,014,881 523,457

Total liabilities

111,835,089 89,372,001

Net assets

24,252,770 13,532,693

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

Net tangible assets (NTA) per share (cents per share) 5.94 4.93

Net assets (NA) per share (cents per share) 6.67 6.36

The financial statements are signed on behalf of the Board.

Rewi Bugo Brent King

ChairmanManaging Director

Authorised for issue on:27 June 2023

AS AT 31 MARCH 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Investments

27

GENERAL CAPITAL LIMITED
Note$$$$

10,249,211 (129,267) (594,651) 9,525,293

- - 1,340,663 1,340,663

15, 17(c)

- (144,144)- (144,144)

- (144,144) 1,340,663 1,196,519

17(a)

2,776,364 - - 2,776,364

- (6,903) 6,903 -

17(b), 19

- 34,515-34,515

2,776,364 27,612 6,903 2,810,879

13,025,575 (245,799) 752,916 13,532,693

- - 2,258,243 2,258,243

15, 17(c)

- (73,713)- (73,713)

- (73,713) 2,258,243 2,184,530

17(a)

8,535,545 - - 8,535,545

8,535,545 - - 8,535,545

21,561,120 (319,511) 3,011,160 24,252,769

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

Total comprehensive income for

the year

Accumulated

(losses) /

earnings

Share capital

Total transactions with owners in

their capacity as owners

Transactions with owners in their

capacity as owners:

Contributions of equity net of

transaction costs

Balance at 31 March 2022

Profit for the year

Other comprehensive income for

the year

Contributions of equity net of

transaction costs

Issue of warrants to directors and

senior managers

Share based payments

Total transactions with owners in

their capacity as owners

Balance at 31 March 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

Total equity

Profit for the year

Other comprehensive income for

the year

Total comprehensive income for

the year

Transactions with owners in their

capacity as owners:

Reserves

Balance at 1 April 2021

28

GENERAL CAPITAL LIMITED
20232022

Note

$$

Cash flow from operating activities

Interest received

10,647,402 5,629,044

Receipts from customers

2,457,853 2,049,602

Other income

4,755 5,690

Payments to suppliers and employees

(3,753,310) (2,849,016)

Interest paid

(5,898,226) (2,710,853)

Income tax paid

(772,829) (88,198)

2,685,645 2,036,269

Term deposits (net receipts)

22,534,413 29,953,748

Finance receivables (net advances)

(28,665,673) (25,995,057)

Net cash (used in) / provided by operating activities 20

(3,445,615) 5,994,960

Cash flow from investing activities

Proceeds from the sale of bonds

- 194,018

Purchase of property, plant and equipment

(11,960) (20,169)

Investment in bank deposits

(7,487,974) 550,000

Investment in equities

-20,800

Net cash (used in) / provided by investing activities

(7,499,934) 744,649

Cash flow from financing activities

Issue of ordinary shares

8,535,545 2,776,364

Lease payments

(179,372) (146,670)

Net cash provided by financing activities

8,356,173 2,629,694

Reconciliation of cash and cash equivalents

16,661,570 7,292,267

(2,589,376) 9,369,303

10

14,072,194 16,661,570

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

Cash and cash equivalents at the end of the reporting

period

Net (decrease) / increase in cash and cash equivalents held

during the reporting period

Cash and cash equivalents at the beginning of the reporting

period

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 31 MARCH 2023

Net cash flows from operating activities before changes in

operating assets and liabilities

29

NOTE 1: REPORTING ENTITY
The consolidated financial statements were authorised for issue by the directors on 26 June 2023.

NOTE 2: BASIS OF PREPARATION

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of consolidation

These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the

realisationofassetsandthesettlementofliabilitiesintheordinarycourseofbusiness,inaccordancewithhistoricalcostconcepts,asmodifiedby

the fair value of certain assets and liabilities as identified in the accounting policies below.

The financial statements are presented in New Zealand dollars which is the Group's functional currency and the presentation currency. Unless

otherwise indicated, amounts in the financial statements have been rounded to the nearest dollar.

Subsidiaries

Subsidiaries are all entities controlled by the Group. The financial statements of subsidiaries are included in consolidated financial statements from

the date that control commences until the date that control ceases.

Transactions eliminated on consolidation

Intra-groupbalancesandtransactions,andanyunrealisedincomeandexpensesarisingfromintra-grouptransactions,areeliminatedinpreparing

the consolidated financial statements.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

GeneralCapitalLimited("theCompany")isincorporatedanddomiciledinNewZealand.GeneralCapitalLimitedisregisteredundertheCompanies

Act 1993.

General Capital Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of General Capital Limited and its subsidiaries (together "the Group") have been prepared in accordance

with the Companies Act 1993 and the Financial Markets Conduct Act 2013.

The Group is a for profit entity.

The Group's principal activities are:

- Finance (deposit taking and mortgage lending);

- Research and advisory (listing and capital management).

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand ("NZ GAAP"). They

comply with New Zealand Equivalents to International Financial Reporting Standards ("NZ IFRS") and other applicable Financial Reporting

Standards,asappropriateforprofitorientedentities.TheseconsolidatedfinancialstatementsalsocomplywithInternationalFinancialReporting

Standards ("IFRS").

The financial statements have been prepared under the historical cost convention, as modified by revaluations for certain classesof assets and

liabilities to fair value as described in the accounting policies below.

Theaccountingpoliciessetoutbelowhavebeenappliedconsistentlytoallperiodspresentedintheseconsolidatedfinancialstatements,andhave

been applied consistently by Group entities.

30

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Revenue and expense recognition

3.3 Financial instruments

(c) Other

Other expense recognition

All other expenses are recognised in profit or loss as incurred.

(a) Interest income and expense

Interest income and interest expense

Interestincomeandinterestexpenseisrecognisedinprofitorlossusingtheeffectiveinterestmethod.Theeffectiveinterest methodcalculates

theamortisedcostofafinancialassetorliabilityandallocatestheinterestincomeanddirectlyrelatedfees(includingloanoriginationfees)and

transaction costs (including commission expenses) that are an integral component of the effective interest rate over the expected life of the

financial asset or liability.

Loan fees and commissions

Lendingfeeincome(suchasloanestablishmentfees)thatisintegraltotheeffectiveyieldofaloanheldatamortisedcostiscapitalisedaspartof

theamortisedcostanddeferredoverthelifeoftheloanusingtheeffectiveinterestmethod.Lendingfeesnotdirectlyrelatedtotheoriginationof

a loan (account maintenance fee) are recognised over the period of service. Incremental and directly attributable costs (such as commissions)

associated with the origination of a financial asset (such as loans) and financial liabilities (such as term deposits) are capitalised as part of the

amortised cost and deferred over the life of the financial instrument using the effective interest method.

(b) Revenue from contracts with customers:

Advisory fee revenue

Advisory contracts generally span a period of three months to one and a half years. Management determine the performance obligation(s)

inherent in the contract at contract inception and recognise revenue upon completion of each of the performance obligations. Performance

obligations include adviceprovided tothe entityand sometimesinclude thesuccess ofa project. There arespecific billingmilestones builtinto

each contract and payment is generally due within 30 to 60 days of the milestone.

Yearbook and research sales

This includes revenue related to the sale of publications and fees for advertisements in the publications. The performance obligation for the

advertisingfees is satisfied at a pointin timewhen thepublications arepublished andavailable tobe purchasedby customers, and includethe

contracted advertisements. Payment is generally due within 30 to 60 days from production. The performance obligation relating to the sale of

publications is satisfied upon delivery of the publications. Payment is generally due within 30 to 60 days from delivery.

Other fee income

OtherfinancefeeschargedbytheGroupthatdonotrelatetotheoriginationoffinancereceivables(forinstanceloanholdingfees).Thesefeesare

charged and recognised upon satisfaction of the conditions stipulated in the contract.

Assets and liabilities arising from revenue from contracts with customers

Accounts receivablesarenon-interestbearingand aregenerally onterms of 30 to60 days.Contract assets are recognisedfor anyperformance

obligations which have been satisfied in advance of billing to clients. The amounts are transferred to accounts receivable when billed to

customers.Contractcostsarecapitalisedinrespectofdirectlyattributablecontractcosts(suchasdirectlyrelatedallocationsofpersonnelcosts)

whichrelatetorevenuewhichhasnotbeenrecognised.Costsareonlyrecognisediftheamountsareexpectedtoberecoveredfromcustomers,

areamortisedwhentheassociatedrevenueisbilledtothecustomer,andaresubjecttoimpairmenttesting.Contractliabilitiesarerecognisedin

respect of any amounts billed to customers in advance of satisfaction of the associated performance obligations.

Initial recognition

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the

contractual provisions of the instrument.

Financialassetsandfinancialliabilitiesareinitiallymeasuredatfairvalue.Transactioncoststhataredirectlyattributabletotheacquisitionorissue

offinancialassetsandfinancialliabilitiesareaddedtoordeductedfromthefairvalueofthefinancialassetsorfinancialliabilities,asappropriate,

on initial recognition.

31

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(ii) Financial assets at FVTOCI*

Equity Instruments at FVTOCI*

On initial recognition, the Group made an irrevocable election (on an instrument by instrument basis) to designate investments in equity

instruments as at FVTOCI*.

Investments in equity instruments at FVTOCI* are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair

value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the financial assets at

FVOCI reserve. The cumulative gain or loss is not be reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to

retained earnings. Fair value is determined in the manner described in note 15.

Financial assets

Allrecognisedfinancialassetsaremeasuredsubsequentlyintheirentiretyateitheramortisedcostorfairvalue,dependingontheclassificationof

the financial assets.

Classification of financial assets

Financial assets that meet the following conditions are measured subsequently at amortised cost:

- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

- thecontractualterms ofthe financialasset giverise onspecified datesto cashflows that are solelypayments of principal andinterest onthe

principal amount outstanding.

Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI)*:

-thefinancialassetisheldwithinabusinessmodelwhoseobjectiveisachievedbybothcollectingcontractualcashflowsandsellingthefinancial

assets; and

- thecontractualterms ofthe financialasset giverise onspecified datesto cashflows that are solelypayments of principal andinterest onthe

principal amount outstanding.

Despite the foregoing, the Group makes the following irrevocable election/designation at initial recognition of a financial asset:

- the Group irrevocably elects to present subsequent changes in fair value of an equity investment in other comprehensive income if certain

criteria are met; and

- the Group irrevocably designates a financial asset that meets the amortised cost or FVTOCI* criteria as measured at FVTPL** if doing so

eliminates or significantly reduces an accounting mismatch.

The Group’s financial assets measured at amortised cost include, trade receivables, loan receivables, and other receivables. The Group’s assets

measured at FVTOCI* include listed corporate, investment in equities, and local government bonds. The Group has no assets measured at

FVTPL**.

(i) Amortised cost and effective interest method

Theeffectiveinterestmethodisamethodofcalculatingtheamortisedcostofafinancialassetandofallocatinginterestincomeovertherelevant

period.Forfinancialassets,theeffectiveinterestrateistheratethatexactlydiscountsestimatedfuturecashreceipts(includingallfeesandpoints

paidorreceivedthatformanintegralpartoftheeffectiveinterestrate,transactioncostsandotherpremiumsordiscounts) excludingexpected

creditlosses,throughtheexpectedlifeofthefinancialasset,or,whereappropriate,ashorterperiod,tothegrosscarryingamountofthefinancial

asset on initial recognition.

Theamortisedcostofafinancialassetistheamountatwhichthefinancialassetismeasuredatinitialrecognitionminustheprincipalrepayments,

plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount,

adjustedforanylossallowance.Thegrosscarryingamount ofa financialasset istheamortisedcost ofa financialasset beforeadjusting forany

loss allowance.

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost and at FVTOCI*.

For financial assets that have subsequently become credit‑impaired, interest income is recognised by applying the effective interest rate to the

amortisedcost of thefinancialasset.If, insubsequent reportingperiods, thecreditriskonthecredit‑impairedfinancial instrumentimprovesso

that the financial asset is no longer credit


impaired, interest income is recognised by applying the effective interest rate to the gross carrying

amount of the financial asset.

*FVTOCI - Fair Value Through Other Comprehensive Income

**FVTPL - Fair Value Through Profit or Loss

32

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stage 1

12-month ECL**(past due 30 days or less)

Stage 2

Lifetime ECL** not credit impaired (between 30 and 90 days past due)

Stage 3

Lifetime ECL** credit impaired (greater than 90 days past due)

Where there has been no evidence of a significant increase in credit risk since initial recognition, ECLs** that result from possible

default events within 12 months are recognised.

Modification of financial assets

Whenthecontractualcashflowsofafinancialassetarerenegotiatedorotherwisemodifiedandtherenegotiationormodificationdoesnotresult

inthederecognitionofthatfinancialasset,theGrouprecalculatesthegrosscarryingamountofthefinancialassetandrecognisesamodification

gain or loss in profit or loss. The gross carrying amount of the financial asset shall is recalculated as the present value of the renegotiated or

modified contractual cash flows that are discounted at the financial asset’s original effective interest. Any costs or fees incurred adjust the carrying

amount of the modified financial asset and are amortised over the remaining term of the modified financial asset.

*FVTOCI - Fair Value Through Other Comprehensive Income

Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9.

The Group has designated all investments in equity instruments as at FVTOCI* on initial application of IFRS 9 (see note 15).

**ECL - Expected Credit Losses

The nature of the Group’s loan receivables is property lending with a predominant focus on the underlying security value of the loan receivable

(i.e. the residential property value) in the credit assessment. The loans are predominantly advanced on twelve-month terms but range between

three-month and four-year terms. Credit risk information is updated and monitored regularly. Loan receivables are subject to ongoing scrutiny, as

a key component of credit risk management, with reporting of summarised credit risk information to the Group’s directors on at least a monthly

basis.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset has increased significantly since

initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that

demonstrates otherwise, for instance when the Group is made aware of a property sale and purchase agreement or refinancing agreement which

provides sufficient evidence that all of the borrower’s obligations including default interest will be met. The Group regularly monitors the

effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure

that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares the risk of a default

occurring on the financial asset at the reporting date with the risk of a default occurring on the financial asset at the date of initial recognition. In

making this assessment, the Group considers its historical loss experience and adjust this for current observable data. This data includes any

payment defaults by the borrower, known or expected defaults by the borrower on similar obligations (other loans), uninsured deterioration of

the security property and any changes in the borrowers circumstances which could impact on their ability to repay either interest or principal

amounts on their due date. The Group also considers changes or forecast changes to macroeconomic factors including property prices,

unemployment, interest rates, gross domestic product and inflation.

Where there has been a significant increase in credit risk, ECLs** that result from all possible default events over the life of the loan

are recognised.

Where loans are in default or otherwise credit impaired, ECLs** that result from all possible default events over the life of the loan

are recognised.

Impairment of Financial Assets

TheGrouprecognisesalossallowanceforexpectedcreditlossesonfinancialassetsthataremeasuredatamortisedcost.Theamountofexpected

credit losses is updated at each reporting date to reflect a significant change in credit risk since initial recognition of the respective financial assets.

The Group recognises lifetime ECL** for trade and other receivables. Theexpected credit losses onthese financialassets areestimated usinga

provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic

conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of

money where appropriate (also refer note 4.3).

For loanreceivables, theGroup appliesa three-stageapproach tomeasuring ECLs**.Loans maymigrate throughthe followingstages basedon

their change in credit quality.

33

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

**ECL - Expected Credit Losses

*LVR - Loan to Valuation Ratio

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the

consideration received and receivable is recognised in profit or loss.

(iv) Write


off policy

TheGroupwritesoffafinancialassetwhenthereisinformationindicatingthattheborrowerisinseverefinancialdifficultyandthereisnorealistic

prospectofrecovery,forexampleanunsecuredfinancialassetwherebytheborrowerhasnorealisticabilitytomeettheirfinancialobligationsto

theGroup.FinancialassetswrittenoffmaystillbesubjecttoenforcementactivitiesundertheGroup’srecoveryprocedures,takingintoaccount

legal advice where appropriate. Any recoveries made are recognised in profit or loss.

v) Measurement and recognition of expected credit losses

Themeasurementofexpectedcreditlossesisafunctionoftheprobabilityofdefault,lossgivendefault(i.e.themagnitudeofthelossifthereisa

default) andtheexposure atdefault.Theassessment of theprobabilityof default andlossgivendefaultisbasedonhistoricaldata adjustedfor

forward‑lookinginformationincludingmacroeconomicfactors asdescribedabove.GiventheGroup’sloanbookisallsecuredover property,the

single most significant factor for loss given default is the value of the security property, any known or expected uninsured deterioration of the

property, or any forecast reduction in property values.

As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in

accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. In

instances where the probability of default has increased significantly (a significant increase in credit risk), or where the loan is in default, the

expectedcreditloss(orlossgivendefault)maynotincreasesignificantlyduetotheGroup’slendingcriteriawhichprohibitslendingwhentheloan

to valuation ratio (LVR)* exceeds 75%.

This means in general that the Group expects that thepresent valueof expectedcash flowsfrom aloan indefault toapproximate thecarrying

valueoftheloanpriortothedefaultevent,exceptincaseswheretheLVR*hasincreasedconsiderablyduetoareductioninthesecurityproperty

valuation or a significant increase in the loan balance.

If the Group has measured the loss allowance for a financial asset at an amount equal to lifetime ECL** in the previous reporting period, but

determinesatthecurrentreportingdatethattheconditionsfor lifetimeECL**arenolongermet, theGroupmeasuresthelossallowanceatan

amount equal to 12‑month ECL** at the current reporting date.

TheGrouprecognisesanimpairmentgainorlossinprofitorlossforallfinancialassetswithacorrespondingadjustmenttotheircarryingamount

through a loss allowance account.

(ii) Definition of default

The Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and

supportable information to demonstrate that a more lagging default criterion is more appropriate, for instance when the Group is made aware of

a property sale and purchase agreement or refinancing agreement which provides sufficient evidence that all of the borrower’s obligations

including default interest will be met.

(iii) Credit


impaired financial assets

Afinancialassetiscredit‑impairedwhenoneormoreeventsthathaveadetrimentalimpactontheestimatedfuturecashflowsofthatfinancial

asset have occurred. Evidence that a financial asset is credit‑impaired includes observable data about the following events:

a) an increase in loan to valuation ratio caused by either declining property security values or increases in the loan balance;

b) significant financial difficulty of the borrower; and

c) a breach of contract, such as a default or past due event (see (ii) above).

34

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Cash and cash equivalents

3.5 Leases

Financial Liabilities

Classification of Financial Liabilities

Financial liabilities are measured at amortised cost.

Financial liabilities measured at amortised cost

Atinitialrecognitionfinancialliabilitiesaremeasuredatfairvalueplustransactioncoststhataredirectlyattributabletotheissueofthefinancial

liabilities. The amortised cost of a financial liability is the amount at which the financial liability is measured at initial recognition minus the

principalrepayments,plusthecumulativeamortisationusingtheeffectiveinterestmethodofanydifferencebetweenthatinitialamountandthe

maturity amount.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the

relevantperiod.Theeffectiveinterestrateistheratethatexactlydiscountsestimatedfuturecashpayments(includingallfeesandpointspaidor

receivedthatformanintegralpartoftheeffectiveinterestrate,transactioncostsandotherpremiumsordiscounts)throughtheexpectedlifeof

the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

The Group's financial liabilities measured at amortised cost include other payables, term deposits and lease liability. The Group derecognises

financialliabilitieswhen,andonlywhen, theGroup’sobligationsare discharged,cancelledorhaveexpired.Thedifferencebetweenthecarrying

amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Cash and cash equivalents includes demand deposits with anoriginal term of lessthan or equal to 3 monthswhich areconsidered highlyliquid

investments that are readily convertible into cash and used by the Group as part of day-to-day cash management.

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 (including in-substance fixed payments), less any lease incentives receivable;

- variable lease payment that are based on an index or a rate;

- amounts expected to be payable by the lessee under residual value guarantees;

- the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

- payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The Group leases an office premises and carparks. Rental contracts are typically made for fixed periods but may have extension options as

described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Leases are recognised as a right of use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to

produce a constant periodic rate of interest on the remaining balance of the liability for each period. 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.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental

borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a

similar economic environment with similar terms and conditions.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability;

- any lease payments made at or before the commencement date less any lease incentives received;

- any initial direct costs; and

- restoration costs.

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 mobile phones.

Extension options are included in the Group’s leases and are exercisable only by the Group and not by the respective lessor.

35

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6 Intangible assets

3.7 Taxation

Deferred taxation assets are reduced to the extent that it is no longer probable that the related tax asset will be realised. Any reduction is

recognised in profit or loss.

Deferred taxation assets arising from temporary differences or income tax losses, are recognised only to the extent that it is probable that a future

taxable profit will be available against which the asset can be utilised.

Licences acquired as part of business combinations are capitalised separately from goodwill as intangible assets if their value can be measured

reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the

Group.

The Group has applied judgement to determine the lease term for lease contracts which include renewal options. The assessment of whether the

Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-

use assets.

A deferred tax asset is raised for the tax impact of the changes in recognised lease related assets and liabilities.

Intangible assets comprise goodwill, acquired licences, Bartercard trade dollars and computer software.

Goodwill and acquired licences are indefinite life intangibles subject to annual impairment testing. Goodwill is allocated to cash-generating units

for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected

to benefit from the business combination in which the goodwill arose, identified according to the respective operating segment. Refer to note 4.4

and note 14.

Bartercard Trade Dollars are units of electronic currency held by the Group which can be used to pay for products and services from other

Bartercard members instead of paying in cash. They are non-monetary assets which are classified as indefinite life intangible assets. The assets are

recognised at cost less accumulated impairment losses. The trade dollars are acquired as earned and consumed as utilised and are tested at least

annually for impairment or when indication of an impairment exist. An impairment loss is recognised whenever the carrying amount of a

Bartercard exceeds its recoverable amount. The estimated recoverable amount of intangible assets - Bartercard Trade Dollars are the greater of

their fair value less costs to sell or value in use. Trade debits arising from sales to customers and trade credits from purchases of services are

recognised in the statement of comprehensive income in the period in which the transaction occurs. Where trade credits are used to purchase an

asset, the asset is capitalised and recognised in the statement of financial position.

Computer software is recognised in the statement of financial position at cost less accumulated amortisation and impairment losses. Direct costs

associated with the purchase and installation of software licences and the development of software for internal use are capitalised where project

success is probable and the capitalisation criteria is met. Cost associated with planning and evaluating computer software and maintaining a

system after implementation are expensed. Computer software costs are amortised on a straight-line basis (three years).

Income tax for the period comprises current and deferred tax. Current and deferred tax are recognised as an expense or income in the profit or

loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in

which case the tax is also recognised outside profit or loss.

In the statement of cash flows, lessees present:

-Short-termleasepayments,paymentsforleasesoflow-valueassetsandvariableleasepaymentsnotincludedinthemeasurementofthelease

liability as part of operating activities;

- Cashpaidfor theinterest portionof a leaseliabilityaseitheroperatingactivitiesor financingactivities, aspermittedbyNZIAS7Statementof

Cash Flows (the Group has opted to include interest paid as part of operating activities, consistent with its presentation of interest paid on

financial liabilities); and

- Cash payments for the principal portion for a lease liability, as part of financing activities.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at reporting date

after taking advantage of all allowable deductions under current taxation legislation and any adjustment to tax liabilities in respect of previous

years.

Deferred tax is provided using the liability method, providing for temporary differences between the amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of

realisation or settlement of the amount of assets and liabilities, using tax rates enacted or substantively enacted as at reporting date.

36

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.8 Impairment of non-financial assets

3.9 Employee benefits

3.10 Statement of cash flows

3.11 Comparatives

3.12 Standards and interpretations to published standards that are not yet effective

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

A number of new standards and amendments to standards and interpretations are issued but not yet effective. None of these are expected to

have a significant effect on the financial statements of the Group.

The statement of cash flows has been prepared using the direct approach modified by netting certain cash flows in order to provide more

meaningful disclosure. These include loan receivables and term deposit liabilities. The advances to and repayments received from borrowers in

relation to loan receivables are considered operating activities and are reported on a net basis in the Statement of Cash Flows. Proceeds from

deposits issued and repayments to deposit investors are considered operating activities and are also reported on a net basis in the Statement of

Cash Flows.

Where necessary, comparative information has been reclassified and represented for consistency with current year.

Wages, salaries and annual leave

Liabilitiesforwages,salariesandannualleavearerecognisedinrespectofemployees'servicesuptothereportingdate.Theyaremeasuredatthe

amounts expected to be paid when the liabilities are settled.

Superannuation plans

TheGrouppayscontributionstosuperannuationplans,suchasKiwisaver.TheGrouphasnofurtherpaymentobligationsoncethecontributions

havebeenpaid.Thecontributionsarerecognisedasanemployeebenefitexpensewhentheyaredue.Prepaidcontributionsarerecognisedasan

asset to the extent that a cash refund or a reduction in the future payments is available.

Intangibleassets thathaveanindefinite usefullifearenotsubjecttoamortisationandaretestedfor impairmentannuallyormorefrequentlyif

events or changes in circumstances indicate that they might be impaired. Intangible assets not yet available for use are tested for impairment

annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Otherassetsaretestedforimpairmentwhenevereventsorchangesincircumstancesindicatethatthecarryingamountmaynotberecoverable.

TheGroupconductsanannualinternalreviewofassetvalues,whichisusedasasourceofinformationtoassessforanyindicatorsofimpairment.

External factors, such as changes in expected future processes, technology and economic conditions, are also monitored for indicators of

impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated.

Animpairmentlossisrecognisedfortheamountbywhichtheasset’scarryingamountexceedsitsrecoverableamount.Therecoverableamountis

thehigherofanasset’sfairvaluelesscoststosellandvalueinuse.Valueinuseisdeterminedbyestimatingfuturecashflowsfromtheuseand

ultimatedisposaloftheassetanddiscountingthesetotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketratesandthe

risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash flows (cash-generating units). Impairment losses directly reduce the carrying amount of assets and are recognised in profit or

loss.

Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

There are a number of significant accounting treatments which include complex or subjective judgments and estimates that may affect the

reported amounts of assets in these financial statements. Estimates and judgments 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.

An explanation of the judgments and estimates made by the Group in the process of applying its accounting policies, that have the most

significant effect on the amounts recognised in the financial statements, are set out below.

37

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

4.2 Applicability of the going concern basis of accounting

Cashflow forecast and going concern

When preparing the 31 March 2022 consolidated financial statements, the Group determined that based on the existing pandemic and economic

conditions in New Zealand, the Group expected favourable trends to continue including:

1. Term deposit reinvestment rates to continue at the averages of 70-80%.

2. New term deposit investments to continue growing.

3. Loans will be repaid on or close to the maturity date (the exception of loans rolled over in line with the Group's lending policies).

4. No significant reduction in loan security values is anticipated, however Management recognises that given the current adverse macro and micro

economic conditions and adverse global events, the resulting increases in interest rates and inflation, in particular could have an impact on loan

security values. As a result, Management have performed sensitivity analysis, factoring in a 25% drop in property values (as described further in

the note).

5. No significant reduction of the net interest margin (the difference between lending and term deposit liabilities) in the event of the Reserve Bank

of New Zealand (RBNZ) increasing the official cash rate due to elevated inflation rates which could lead to a potential increase in cost of term

deposit liabilities.

6. The research and advisory cash generating unit to continue generating positive cash flows.

The current high interest rates and falling property prices are still an evolving situation, along with the high inflation, skills shortages, natural

disasters, challenging international conditions, global supply chain disruptions, and the flow on effects from the conflict between Ukraine and

RussiaandEuropeangeopoliticaluncertainty,whichishavingasignificantimpactonenergyprices,aswellasfinancialmarketsacrosstheglobe.

The ongoing recovery postcyclone Gabrielle, current adversemacro andmicro economicconditions andadverse globalevents mentionedhave

loweredoveralleconomicactivityandconfidenceisresultinginsignificantvolatilityandinstabilityinfinancialmarketsandeconomicuncertainty.

Consequently, there has been an increase in the level of inherent uncertainty in the critical accounting estimates and judgements applied by

Management in the preparation of these financial statements. All reasonably known and available information with respect to the natural

disasters, current adverse macro and micro economic conditions and adverse global events has been taken into consideration in the critical

accountingestimatesandjudgementsappliedbyManagement,andallreasonablydeterminableadjustmentshavebeenmadeinpreparingthese

financial statements.

As a result of the above, the Group anticipates that lowered levels of economic activity and confidence will continue for at least the short to

medium term and may result in increased business failures and unemployment levels in New Zealand.

Consequently,theGrouphasconcludedthattherehasbeenanincreaseinthelevelofinherentuncertaintyinthesignificantaccountingestimates

and judgements applied by Management in the preparation of these financial statements (refer note 4.2 and 4.3).

These financial statements have been prepared based upon conditions existing as at 31 March 2023 and consider those events occurring

subsequenttothatdatethatprovideevidenceofconditionsthatexistedattheendofthereportingperiod. Astheaboveeventsoccurredbefore

31March2023,itsimpactsareconsideredaneventthatisindicativeofconditionsthatarosepriortoreportingperiod.Accordingly,asatthedate

of signing these financial statements, all reasonably known and available information with respect to the current adverse macro and micro

economicconditions,adverseglobalevents,uncertaintyinthepropertymarket,highinterestratesandimpactscausedbycycloneGabriellehave

beentakenintoconsiderationinthecriticalaccountingestimatesandjudgementsappliedbyManagement(refernote4.2and4.3below)andall

reasonably determinable adjustments have been made in preparing these financial statements.

Whilst the above-stated factors have lowered overall economic activity and confidence, Management have assessed and determined that the

Group's application of the going concern basis of accounting remains appropriate.

The Group has responded to the above economic conditions in the following way:

- Undertook an analysis of its forecast cashflows to evaluate of the appropriateness of the Group’s continued application of the going concern

basis of accounting. This forecast cashflows took into consideration the Group’s expectation of the impact of the above-stated factors on its

earnings, cash flow and financial position.

4.1 Increased level of inherent uncertainty in the significant accounting estimates and judgments arising from the post pandemic economic

environment, high inflation, high interest rates, uncertainty in the property market, financial market uncertainties and post natural disaster

environment

38

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

Direct and indirect financial impacts on the carrying value of reported amounts of assets and liabilities

For the financial year ended 31 March 2023 there have been no material direct or indirect impacts on the reported amount of assets and

liabilities, consistent with 31 March 2022 disclosures. Refer to note 4.3 below for further information on expected credit losses on loans

receivable.

TheGrouphadexcellentoutcomesalthoughtherewerevariationsinindependentpointscomparedtotheexpectedtrendsassumedinpreparing

the 31 March 2022 financial statements going concern considerations. These are detailed further below:

1)TheGroupexpectedtermdepositreinvestmentratestocontinueattheaverageof70-80%.Actualaveragereinvestmentratewas70%forthe

year ended 31 March 2023.

2) The Group expected new term deposit investments to continue growing. Actual new term deposit investments were on average $4.2m per

monthforthefullyearended31March2023(Actualnewtermdepositinvestmentwasonaverage$3.3mpermonthforthefullyear ended31

March 2022).

3) TheGroupexpectedloanstoberepaidonor closetotheir maturitydate (withtheexceptionof loansrolledover in linewith theCompany’s

lendingpolicies).TheGroup'slendingactivityhasincreasedandaccordinglytheloanbookhasgrowntoanewrecordhighlevelof$110.5masat

31March2023(31March2022:$80.9).Thisincreaseintheloanbookwasfundedbygrowthintermdeposits.Thegrowthintheloanbookhas

resulted in increased profitability.

Asat31March2023thevalueofloanarrearsincreasedto$13.52m(March2022:$1.79m).Theseloanarrearsinclude$4.06mofloanspastdue

bygreaterthan90days(March2022:$0.5m).Atotalof$5.5mofarrearswasrepaidafterthereportingdate.Theserepaymentsinclude$2.8mof

thearrearspastduebygreaterthan90days.Therewerenoloanwrite-offsfortheyearended31March2023(March2022:$Nil).Notethatloan

receivables have increased by 36.6% for the year ended 31 March 2023.

4)TheGroupexpectednosignificantreductioninloansecurityvalues.TheMarch2023monthlypropertyreportdated18April2023publishedby

the Real Estate Institute of New Zealand (REINZ) showed that the median price had decreased by 12.9% nationally from March 2022 to March

2023. The REINZ House Price Index (HPI) for New Zealand which measures the changing value of residential property nationwide showed an

annual decrease of 13.1% for New Zealand. As at 31 March 2023 Management have performed sensitivity analysis, factoring in a 25% drop in

property values (as described further in the note).

5)TheGroupexpectednosignificantreductionofthenetinterestmargin.Fortheyearended31March2023theGroupexperiencedanincrease

in the net interest margin due to increases in interest rates earned on loans compared to the interest rates paid on term deposits.

6) TheGroupexpectedtheresearchandadvisorycashgeneratingunit tocontinuegeneratingpositivecashflows.Forthe yearended31March

2023 Research and Advisory CGU has generated positive cash flows.

Based on the current economic conditions in New Zealand, the Group currently expects the following trends:

1. Term deposit reinvestment rates to be at a slightly lower rate of 65-75%.

2. Total term deposits to continue growing.

3. Some loans will take longer to collect. Management have increased default penalty interest rates and will target loans with lower loan to

valuation ratios.

4. Property values to continue to reduce. Management will target loans with lower loan to valuation ratio. Management have performed a

sensitivityanalysis,factoringina25%dropinpropertyvalueswhichhasresultedinnoloss(asdescribedfurtherinthenote4.3).Managementwill

perform quarterly sensitivity analysis factoring in a drop in property values.

5. A gradual reduction of the net interest margin (thedifference betweenlending andterm depositliabilities) plateauingin thesecond half the

financial year ended 31 March 2024.

6. The research and advisory cash generating unit to continue generating positive cash flows.

Duringthefinancialyearended31March2023GeneralFinanceLimited,asubsidiaryoftheGrouphashadanupgradeofitsCreditRatingtwice

from BB- with a stable outlook to BB with a stable outlook, this is an outstanding achievement. Accordingly, Management have assessed and

determined based on forecasts prepared for greater than 12 months from the date of signing, that the Company’s application of the going concern

basis of accounting remains appropriate.

39

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

4.3 Allowance for expected credit losses

*ECL - Expected Credit Losses

Significant increase in credit risk

Expected credit losses (‘ECL’)* are measured as an allowance equal to 12-month ECL*, or lifetime ECL* for assets with a significant increase in

credit risk or in default or otherwise credit impaired. In assessing whether the credit risk of an asset has increased significantly, the Company

considers its historical loss experience and adjust this for current observable data. This data includes any payment defaults by the borrower,

knownorexpecteddefaultsbytheborroweronsimilarobligations(otherloans),uninsureddeteriorationofthesecuritypropertyandanychanges

intheborrowerscircumstanceswhichcouldimpactontheirabilitytorepayeitherinterestorprincipalamountsontheirduedate.TheCompany

also considers changes or forecast changes to macroeconomic factors including property prices, unemployment, interest rates, gross domestic

product and inflation.

Ininstanceswherethe probabilityof defaulthas increasedsignificantly (a significant increasein credit risk), or where theloan isin default, the

expectedcreditloss(orlossgivendefault)maynotincreasesignificantlyduetotheGroup’slendingcriteriawhichprohibitslendingwhentheloan

tovaluationratio(LVR)**exceeds75%.ThismeansingeneralthattheGroupexpectsthatthepresentvalueofexpectedcashflowsfromaloanin

defaulttoapproximatethecarryingvalueoftheloanpriortothedefaultevent,exceptincaseswheretheLVR**hasincreasedconsiderablydue

to a reduction in the security property valuation or a significant increase in the loan balance.

ManagementregularlyreviewsandadjustsitsECL*estimates,judgements,assumptions,andmethodologiesasdatabecomesavailable.Changes

intheseestimates,judgements,assumptions,andmethodologiescouldhaveadirectimpactonthelevelofcreditprovisionandcreditimpairment

charge recorded in the financial statements (refer Note 11 Loan Receivables).

Ifthe12-monthECLrateforloanswithoutasignificantincreaseincreditriskincreased/(decreased)by0.2%higher/(lower)asat31March2023,

the loss allowance on loan receivables would have been $202,057 higher/(lower) (March 2022: $158,258 higher/(lower)).

IfthelifetimeECLrateforloanswithasignificantincreaseincreditriskandcreditimpairedloansincreased/(decreased)by1.0%higher/(lower)as

at 31 March 2023, the loss allowance on loan receivables would have been $94,777 higher/(lower) (March 2022: $17,890 higher/(lower)).

Calculation of loss allowance

When measuring ECL* the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future

movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that

the Group would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data,

assumptions and expectations of future conditions.

The ECL* is calculated on an individual loan basis though a combination of the assessed lifetime credit default and probability default (referred to

as expected loss factor) to the loan balance. The expected loss factor is determined from the Group historical loss experience data. Historical loss

experience data is reviewed by management and adjustments made to reflect current and forward looking economic and credit conditions. In

addition, management recognise that a certain level of imprecision exists in any model used to generate risk grading and provisioning levels. As

such an adjustment is applied for model risk.

Ongoing post pandemic economic environment, high inflation, high interest rates, uncertainty in the property market, financial market

uncertainties, post natural disaster environment on loan receivables and expected credit losses

The above-stated events have impacted negatively on some borrowers’ ability to make their payments as they fell due, this included:


1)Lending insƟtuƟons increasing their processing Ɵmes


2)DifficulƟes in markeƟng properƟes


3)DifficulƟes in proving borrowers future income


4)Delays in supply chains


5)Delays in the council approvals


6)The availability of funding for potenƟal purchasers of the properƟes the Group has security over.

**LVR - Loan to Valuation Ratio

40

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

4.4 Impairment analysis of goodwill and other indefinite life intangible assets

**LVR - Loan to Valuation Ratio

*ECL - Expected Credit Losses

***CGU - Cash Generating Unit

The highest loan to valuation ratio (LVR) of the Group's loan book as at 31 March 2023 was 67.2% (March 2022: 70.6%) and the weighted average

LVR of the loan book was 54.2% (March 2022: 55.3%), based on loan security valuations on origination of the loan.

According to a sensitivity analysis performed on the property security valuations underlying the Group's loan receivables as at 31 March 2023

(factoring in selling costs and time value of money):


1)A 25% drop in residenƟal property values would result in no loan losses (March 2022: $0 – $50,000).


2)A 25% drop in commercial property values would result in no loan losses (March 2022: $nil).

The above sensitivity analysis factors in the expected selling costs of the property as well as the time value of money over the expected time to sell

(or to refinance) the property (expected to be no greater than six-months based on the Group's experience). The sensitivity analysis does not

factor in potential increases in underlying security value since the origination of the loan.

Impact of ongoing post pandemic economic environment, high inflation, high interest rates, uncertainty in the property market, financial

market uncertainties, post natural disaster environment on loan receivables and expected credit losses on impairment analysis of goodwill and

other indefinite life intangible assets

When completing the impairment analysis of goodwill and other indefinite life intangible assets, the Group has taken into consideration all

reasonably known and available information with respect to the ongoing COVID-19 pandemic, current adverse macro and micro economic

conditions and adverse global events pandemic (as described in note 4.2).

Expected impact on cash-generating units

1. Finance CGU*** - The forecasted cash flows used in the impairment analysis factor in the above-stated events. The results of the model show

that there is still significant headroom in the unit.

2. Research and Advisory CGU*** - Due to the impacts of some of the above-stated factors the Group performed an impairment test as at 30

September 2022 which has resulted in an impairment of $250,154 to the CGU***. For the year ended 31 March 2023 the Group has not achieved

its forecast cashflow. This together with the above-stated factors have been factored in the forecasted cash flows used in the CGU*** . The Group

has factored in the above-stated events on the probability of sourcing advisory projects, the project milestones and the impact on timing of

cashflows. The testing resulted in a further impairment of $286,987 to the CGU***. Further information on the impairment analysis, assumptions

and sensitivity analysis can be found in note 14.

Thecarryingvalueofgoodwillandindefinitelifeintangibleassets(includinglicencesandBartercardtradedollars)isassessedatleastannuallyto

ensurethatitisnotimpaired.WithregardtoGoodwillandLicences,performingthisanalysisrequiresmanagementtoestimatefuturecashflows

to be generated by the cash-generating unit, which entails making judgements, including the expected rate of growth of revenues and

expenditures, assetsandliabilities, andtheresultingcashflows.Judgements alsoneedtobemadeabout theappropriate discount rate toapply

when valuing future cash flows.

A sensitivity analysis performed by Management has highlighted that the carrying value of the Goodwill and other assets in the research and

advisory CGU*** are highly reliant on the achievement of revenue forecasts from advisory projects.

Management haveperformed a fair valueless costs of disposalimpairment testin relationto thecarrying valueof theBartercard tradedollars

asset at 31 March 2023.

Expected credit losses:

1) Based on the history of the Group's loan book over the last nine years, the average annual write-offs as a percentage of the average loan

receivablebalanceoverthesameperiodwaslessthan0.10%.Thiswouldbeanappropriatebasisfor12-monthexpectedcreditlossesin‘normal’

economic conditions.

2)TheGrouprecognisesthatNewZealand’seconomicforecastforthenext12monthsisuncertainduetotheimpactsoftheeventsdescribedin

note 4.1. As a result, the Company has concluded that the probability of default has increased. However due to the Group's well secured loan

book(asdescribedabove),thelossgivendefaultandexpectedcreditlosseshaveincreasedbutnotbyamaterialamount.Assuch,theGrouphas

determined that 0.25% (March 2022: 0.25%) of the gross loan balance is a more appropriate expectation of losses for the next 12 months.

3)LifetimeECL’sforloanswithasignificantincreaseincreditriskandforloansindefaulthavebeencalculatedbasedontheGroup'sexpectations

for discounted net cash flows from the respective loan receivables over the expected remaining life of the loans in light of ongoing events as

described in note 4.1.

41

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

4.5 Valuation of equity securities classified as financial assets at FVTOCI*

4.6 Classification of Bartercard Trade Dollars

*FVTOCI - Fair Value Through Other Comprehensive Income

TheequitysecuritiesheldbytheGrouparerequiredtobecarriedatfairvalue.Fairvalueoftheinvestmentshasbeenestimatedusinginputsfor

the asset or liability that are not based on observable market data (Level 3 inputs).

Further information on the judgements made, assumptions and estimates are included in note 6.4 and note 15.

Bartercard uses an electronic currency called a Bartercard Trade Dollar. The Group earns Bartercard Trade Dollars for the goods it sells to

customers(tradedebits)andusestheBartercardTradeDollarstomakepurchases(tradecredits)fromotherBartercardholders.Theassetshave

been classified as indefinite life intangible assets.

Management have classified the Bartercard Trade Dollars as having an indefinite useful life based on the analysis of relevant factors including:

- the participants in the Bartercard network;

- the availability of relevant goods and services in the Bartercard network;

- an assessment of the future viability of the Bartercard platform as a means of payment;

- the level of expenditure required to maintain a Bartercard account and the Group's intention to continue paying these maintenance fees.

The useful life of the intangible assets are reviewed each period to determine whether events and circumstances continue to support the

indefinite useful life estimate.

42

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 5: SEGMENT REPORTING

$$$$$$

10,580,049 6,573 37,757 10,624,379 (5,956) 10,618,423

2,980,148 - - 2,980,148 - 2,980,148

-134,256 -134,256 (69,266) 64,990

- 636-636-636

23,456 - 502,506 525,962 (480,906)45,056

- - 2,474,234 2,474,234 (2,474,234) -

13,583,653 141,465 3,014,497 16,739,615 (3,030,362) 13,709,253

(5,224,192) - (5,563) (5,229,755) 5,956 (5,223,799)

(781,120) - - (781,120)-(781,120)

-(10,932)-(10,932) 6,926 (4,006)

7,578,341 130,533 3,008,934 10,717,808 (3,017,480) 7,700,328

(573,970) - - (573,970)- (573,970)

(1,032,028) - (186,334) (1,218,362)-(1,218,362)

(93,683)-(32,752) (126,435) - (126,435)

- (537,141)- (537,141)- (537,141)

(1,526,579) (67,019) (681,626) (2,275,224) 374,895 (1,900,329)

(1,106,760) - 1,293 (1,105,467) 19,619 (1,085,848)

3,245,321 (473,627) 2,109,515 4,881,209 (2,622,966) 2,258,243

129,256,532 854,324 6,097,813 136,208,669 (120,810) 136,087,859

111,697,481 19,105 203,208 111,919,794 (84,705) 111,835,089

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance receivables):

$$$$$$

- - 10,476 10,476 -10,476

- - 10,476 10,476 -10,476

Other income

Increase in allowance for

expected credit losses

Total Segments

Depreciation and

amortisation

Income tax (expense) /

benefit

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

discrete financial information available and whose operating results are regularly reviewed by the Group's chief operating decision maker. The

chief operating decision maker has been identified as the Board of Directors. The Board of Directors makes decisions about how resources are

allocated to the segments and assesses their performance.

Three reportable segments have been identified as follows:

- Finance: Deposit taking and short term property mortgage lending.

- Research and Advisory: Provides investment advisory services and produces and sells investment research and publications.

- Corporate and Other: Corporate function and investment activities.

Consolidated

Revenue - interest income

Impairment Expense -

intangible assets

Cost of sales

Personnel expenses

Research and Advisory

Corporate and

Other

Revenue - fee income

(finance receivables)

Total Segments

Total Liabilities

Year ended 31 Mar 2023Finance

Research and Advisory

Corporate and

OtherFinance

Total revenue

Interest expense

Fee and commission expense

(finance receivables)

Net revenue

Eliminations

Revenue from contracts with

customers

Consolidated

Net profit / (loss) after tax

Total Assets

Dividend income

- Advisory fee revenue

- Yearbook and research

sales

Other

Year ended 31 Mar 2023Eliminations

Other expenses

43

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 5: SEGMENT REPORTING (CONTINUED)

$$$$$$

5,608,931 2 1 5,608,934 (34,495) 5,574,439

1,894,291 - - 1,894,291 - 1,894,291

-394,900-394,900 112,769 507,669

- 4,919 -4,919 - 4,919

5,690 2,875 281,854 290,419 (253,488) 36,931

7,508,912 402,696 281,855 8,193,463 (175,214) 8,018,249

(2,970,937) - (5,074) (2,976,011)- (2,976,011)

(500,302)- - (500,302)- (500,302)

-(46,301)-(46,301) (10,989)(57,290)

4,037,673 356,395 276,781 4,670,849 (186,203) 4,484,646

(66,266) - - (66,266)- (66,266)

(811,571) (73,018) (126,081) (1,010,670)- (1,010,670)

(98,435)-(57,791) (156,226) - (156,226)

(998,934) (103,076) (429,576) (1,531,586) 168,717 (1,362,869)

(525,588) (2,658) 3,860 (524,386) (23,566) (547,952)

1,536,879 177,643 (332,807) 1,381,715 (41,052) 1,340,663

100,708,611 1,354,605 1,086,776 103,149,992 (245,298) 102,904,694

89,394,880 49,493 172,926 89,617,299 (245,298) 89,372,001

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance receivables):

$$$$$$

-109,426-109,426 - 109,426

- - 46,088 46,088-46,088

- (109,426) 109,426 - - -

- - 155,514 155,514 -155,514

Eliminations

Corporate and

OtherYear ended 31 Mar 2022Finance

Other income

Net profit / (loss) after tax

ConsolidatedYear ended 31 Mar 2022Finance Research and Advisory

Corporate and

Other Total Segments Eliminations

Increase in allowance for

expected credit losses

Revenue - fee income

(finance receivables)

Total Assets

Revenue - interest income

Total Liabilities

Acquired through settlement

of transactions / balances

Other

Transfers / reallocations

between segments

Net revenue

Personnel expenses

Revenue from contracts with

customers

- Advisory fee revenue

- Yearbook and research

sales

Fee and commission expense

(finance receivables)

Cost of sales

ConsolidatedTotal Segments

Interest expense

Depreciation and

amortisation

Research and Advisory

Total revenue

Other expenses

Income tax (expense) /

benefit

44

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 6: RISK MANAGEMENT

6.1 Credit risk

20232022

$$

Northland

1,412,729 1,388,706

Auckland

82,157,883 59,428,249

Waikato

3,671,767 4,252,908

Bay of Plenty

1,641,255 927,117

Wellington

8,403,589 8,035,737

Other North Island

6,000,304 2,975,800

Canterbury

3,622,661 2,448,442

Otago

3,144,922 1,461,075

Marlborough

451,064 -

Total

110,506,174 80,918,034

As at 31 March 2023 the Group’s advances were primarily secured over properties which are categorised as follows: residential housing 84.1%

(March 2022: 85.4%), residential bare land 11.2% (March 2022: 10.7%), residential development property 1.9% (March 2022: 0.0%) and

commercial property 2.8% (March 2022: 3.8%). In some cases, secondary securities may be taken over other property types.

To manage credit on finance receivables the Group performs credit evaluations on all customers requiring advances. The approval process

considersanumberoffactorsincludingthevalueofthesecuritycomparedtothevalueoftheamounttobeborrowed("loantovaluationratio"or

"LVR"**), the creditworthiness of the borrower and their ability to repay.

TheGroupoperatesacreditrisk(lending)policywhichstipulatestheGroup'srequirementsregardingthesecurityandLVR**oftheborrowing,the

creditworthinessof borrowers,geographicalspread,maximum loanexposure sizeandcreditapprovalauthoritylevels.Decisionsonwhetherto

approve or decline loans are made by the credit committee in line with the Group's credit risk policy. Loan receivables are subject to regular

scrutiny,asakeycomponentofcreditriskmanagement. Thisincludesareviewoftheborrower’srepaymenthistoryandanyinterestarrears;any

changes in the borrowers circumstances which could impact on their ability to repay either interest or principal amounts on their due date and any

movement in the security value.

The Group is exposed to a variety of financial risks comprising credit risk, liquidity risk, market risk (interest rate risk) and fair value risk.

Creditriskistheriskof financiallosstotheGroupif acounterpartytoa financialinstrument failstomeetitscontractualobligations, andarises

principally from the Group's loan receivables, cash and cash equivalents, bank deposits and accounts receivable.

Asat31March2023theGroup’sloanadvancesaresecuredasfollows:firstmortgages100%(March2022:100%),secondmortgages0.0%(March

2022: 0.0%). There were no unsecured loans as at 31 March 2023 (March 2022: none).

Loanreceivablescreditexposuresareconcentratedintheresidentialpropertysector,particularlyintheNorthIslandandtheAucklandMarket. As

at 31 March 2023, advances by the Group in the North Island residential property sector represented 93.5% (March 2022: 95.2%) of its total

exposure, with 74.3% (March 2022 73.5%) being in the Auckland market. The geographical profile of loan receivables is analysed further as

follows:

**LVR - Loan to Valuation Ratio

The maximum credit exposure of the Group, assuming a zero value for collateral is $134,570,790 (2022: $104,859,668). This includes loans

receivableof$110,506,174(2022:$80,918,034),undrawnloancommitmentsof$7,510(2022:$4,812,714),bankdepositsof$24,010,168(2022:

$19,111,570), accounts receivable of $46,213 (2022: $17,350) and related party receivables of $725 (2022: $Nil). Of this exposure, 82.1% is

covered by collateral over properties (2022: 81.8%) and 17.8% is deposited with registered New Zealand banks (2022: 18.2%).

45

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 6: RISK MANAGEMENT (CONTINUED)

20232022

Number of

Exposures

Number of

Exposures

Less than $100,000

- -

Between $100,000 and $250,000

8 8

Between $250,000 and $500,000

15 23

Between $500,000 and $1,000,000

38 40

Between $1,000,000 and $1,500,000

16 9

Between $1,500,000 and $2,000,000

10 9

Between $2,000,000 and $2,500,000

10 4

Between $2,500,000 and $3,000,000

3 2

Between $3000,000 and $3,500,000

1 1

Between $3,500,000 and $4,000,000

2 -

Total No. of Exposures

103 96

As shown in the aging analysis of past-due loans below, the balance comprises:

Stage 1

Stage 2

Stage 3

Aging analysis – past due but not considered under-performing loans:

20232022

$$

Up to 30 Days

5,142,353 834,359

31 - 60 Days

5,415,857 1,301,738

61 - 90 Days

- -

91 - 120 Days

555,465 487,279

120+ Days

3,506,381 -

Total

14,620,056 2,623,376

*ECL- Expected Credit Losses

12-month ECL*

Gross loans receivable totalling $5,142,353 (March 2022: $834,359) were past due and the Group has concluded there has not

been a significant increase in credit risk.

Lifetime ECL* not credit impaired

Grossloansreceivabletotalling$5,415,857(March2022:$1,301,738)werepastduebybetween30and90daysandtheGrouphas

concluded there has been a significant increase in credit risk.

Lifetime ECL* credit impaired

Gross loans receivable totalling $4,061,846 (March 2022: $487,279) were past due by greater than 90 days and the Group has

concluded there has been a significant increase in credit risk.

TheGroupisalsoexposedtocreditriskfromdepositsheldwithbanks.Asatreportingdate,theGroupholdsdepositsinNewZealandRegistered

Banksincluding40.3%withBankof NewZealand(2022:46.2%), 1.3%withASBBank(2022:0.1%) and0.1% withANZBankNew Zealand(2022:

1.2%) and 58.4% with Heartland Bank (2022: 52.4%).

The concentration of the credit exposure to the six largest exposures is 17.4% (March 2022: 18.8%) of the total loan portfolio. The Group has

electedtodisclosethelargestsixexposuresasthisisconsideredtoprovideameaningfulindicationofconcentrationofcreditrisk.Anexposureis

calculatedasthetotalof allloanexposurestoa singleborrower or groupof linkedborrowers.The sizeofloanexposuresisanalysedfurtheras

follows:

The provision for expected credit losses for performing and under-performing loans is detailed and explained in note 11. Gross past due loan

receivables total $14,620,056 (March 2022: $2,623,376) which equates to 13.2% (March 2022: 3.2%) of total loan receivables.

46

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 6: RISK MANAGEMENT (CONTINUED)

6.2 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial liabilities as they fall due.

2023Total0 - 6 7 - 1213 - 24

24+

MonthsMonthsMonthsMonths

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

14,085,363 14,085,363 - - -

Bank deposits

10,020,923 10,020,923 - - -

Other financial assets

68,591 68,591 - - -

Loan receivables

115,135,378 70,460,010 43,424,316 1,251,052 -

Totals

139,310,255 94,634,887 43,424,316 1,251,052 -

Financial liabilities

Amortised cost

Term deposits

116,607,943 47,036,067 34,013,191 23,855,967 11,702,718

Lease liability

- - - - -

Other payables

1,943,161 1,943,161 - - -

Totals

118,551,104 48,979,228 34,013,191 23,855,967 11,702,718

Net cashflow

20,759,151 45,655,659 9,411,125 (22,604,915) (11,702,718)

2022Total0 - 6 7 - 1213 - 24

24+

MonthsMonthsMonthsMonths

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

16,669,772 16,669,772 - - -

Bank deposits

2,469,773 2,469,773 - - -

Other financial assets

47,977 47,977 - - -

Loan receivables

84,500,841 40,802,322 40,491,805 3,206,714 -

Totals

103,688,363 59,989,844 40,491,805 3,206,714 -

Financial liabilities

Amortised cost

Term deposits

91,171,614 34,980,104 33,643,302 18,046,626 4,501,582

Lease liability

174,364 87,182 87,182 - -

Other payables

750,342 750,342 - - -

Totals

92,096,320 35,817,628 33,730,484 18,046,626 4,501,582

Net cashflow

11,592,043 24,172,216 6,761,321 (14,839,912) (4,501,582)

Thefollowingtablessetouttheundiscountedcontractualcashflows,andtheundiscountedexpectedcashflows,of theGroup’sfinancialassets

and liabilities.

The Group operates a liquidity risk policy and endeavours to maintain sufficient funds to meet its commitments based on forecasted cash flow

requirements. Management has internal control processes and contingency plans to actively manage the lending and borrowing portfolios to

ensurethenetexposuretoliquidityriskisminimised.Theexposureisreviewedonanon-goingbasisfromdailyprocedurestomonthlyreporting

as part of the Group's liquidity management policies and processes.

Contractual Cash Flows

Contractual Cash Flows

47

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 6: RISK MANAGEMENT (CONTINUED)

2023Total0 - 6 7 - 1213 - 24

24+

MonthsMonthsMonthsMonths

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

14,361,602 14,361,602 - - -

Bank deposits

10,020,923 10,020,923 - - -

Other financial assets

68,591 68,591 - - -

Loan receivables

120,857,051 38,221,976 24,451,716 57,557,833 625,526

Totals

145,308,167 62,673,092 24,451,716 57,557,833 625,526

Financial liabilities

Amortised cost

Term deposits

123,586,143 20,987,638 15,510,520 39,981,225 47,106,760

Lease liability

- - - - -

Other payables

1,943,161 1,943,161 - - -

Totals

125,529,304 22,930,799 15,510,520 39,981,225 47,106,760

Net cashflow

19,778,863 39,742,293 8,941,196 17,576,608 (46,481,234)

2022Total0 - 6 7 - 1213 - 24

24+

MonthsMonthsMonthsMonths

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

16,729,369 16,729,369 - - -

Bank deposits

2,472,313 2,472,313 - - -

Other financial assets

47,977 47,977 - - -

Loan receivables

88,171,853 22,149,436 22,061,385 42,357,931 1,603,101

Totals

107,421,512 41,399,095 22,061,385 42,357,931 1,603,101

Financial liabilities

Amortised cost

Term deposits

96,084,633 16,049,163 14,691,395 29,246,723 36,097,352

Lease liability

174,364 87,182 87,182 - -

Other payables

750,342 750,342 - - -

Totals

97,009,339 16,886,687 14,778,577 29,246,723 36,097,352

Net cashflow

10,412,173 24,512,408 7,282,808 13,111,208 (34,494,251)

-60% term deposit reinvestment rate for 31 March 2023 (March 2022: 60%).

-Cash and cash equivalents are expected to earn interest for the first six months at 4.23% pa

-Term deposit reinvestments are made for a weighted average 18-month term at 6.94% pa (March 2022: 18-month term at 6.26% pa).

-$645,491 of the Term deposits held by related parties has been approved for early withdrawal on 28 April 2023 (refer to note 18).

-

The table above shows management’s expected maturities of existing financial assets and liabilities. In determining the expected cash flow, the

following assumptions have been made based on management’s best estimate having regard to past experience, current market conditions and

the future outlook including the ongoing post pandemic economic environment, high inflation, high interest rates, uncertainty in the property

market, financial market uncertainties and post natural disaster environment estimated impacts:

Expected Cash Flows

Expected Cash Flows

50% of loans (March 2022: 50%) not past due repay on existing contractual maturity date, with the balance rolled over at their existing

interest rates and repaid after a further 12 months.

48

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 6: RISK MANAGEMENT (CONTINUED)

6.3 Market risk

The table below summarises the sensitivity of the Group’s financial assets and liabilities to interest rate risk.

2023 Carrying Amount

-1% Profit before

tax

-1% Equity

+1% Profit

before tax

+1% Equity

Financial Assets

$ $ $ $ $

Cash and cash equivalents

14,072,194 (140,722) (101,320) 140,722 101,320

Finance Receivables

110,506,174 (1,105,062) (795,645) 1,105,062 795,645

Bank Deposits

9,937,974 (99,380) (71,554) 99,380 71,554

Financial Liabilities

Term Deposits

109,988,514 1,099,885 791,917 (1,099,885) (791,917)

Total increase / (decrease)

(245,279) (176,602) 245,279 176,602

2022 Carrying Amount

-1% Profit before

tax

-1% Equity

+1% Profit

before tax

+1% Equity

Financial Assets

$ $ $ $ $

Cash and cash equivalents

16,661,570 (166,616) (119,964) 166,616 119,964

Finance Receivables

80,918,034 (809,180) (582,610) 809,180 582,610

Financial Liabilities

Term Deposits

88,134,578 881,346 634,569 (881,346) (634,569)

Total increase / (decrease)

(94,450) (68,005) 94,450 68,005

6.4 Assets carried at fair value

Level 1 Fair value is calculated using quoted prices in active markets.

Level 2

Level 3 Fair value is estimated using inputs for the asset or liability that are not based on observable market data.

2023

Note Level 1 Level 2 Level 3 Total

Fair value assets

$$

$ $

15 62,775 -151,955 214,730

2022 Level 1 Level 2 Level 3 Total

Fair value assets$$ $ $

15 116,790 - 171,652 288,442

Refer to the note 15 for more detail on the valuation methodology.

Fair value is estimated using inputs other than quoted prices in level 1 that are observable for the assets or liability, either

directly (as prices) or indirectly (derived from prices).

Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The Group's financing activities are exposed to

interestrateriskinrespectofitsinterestearningassetsandinterestbearingliabilities.ChangestointerestratescanimpacttheGroup'sfinancial

results by affecting the interest spread earned on these assets and liabilities. Interest rates for finance receivables, term deposits, and bank

deposits(otherthanthoseoncall)arefixedforthetermoftheirrespectivecontracts.Interestratesarerepricedoncontractualmaturitydatesof

the financial instruments. There is a risk that different financial instruments (such as finance receivables and term deposits) are repriced on

different dates, i.e. a repricing risk (refer to contractual cash flows under liquidity risk for repricing dates).

Marketriskistheriskthatchangesinmarketprices,suchasinterestrateswillaffecttheGroup'sincomeorthevalueofitsholdingsoffinancial

instruments.

Financial assets at fair value through other

comprehensive income - investment in equities

Financial assets at fair value through other

comprehensive income - investment in equities

49

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 7: OTHER EXPENSES

Included in other expenses are the following amounts:

20232022

$$

Directors fees

420,790 227,401

Auditors Remuneration

- Audit and other assurance services

- Audit of financial statements (Bakertilly Staples Roadway)

-212,626

- Audit of quarterly trustee certificates (Bakertilly Staples Roadway)

-3,623

- Audit of financial statements (Grant Thornton New Zealand Audit Limited)

228,900 -

- Audit of quarterly trustee certificates (Grant Thornton New Zealand Audit Limited)

1

3,000 -

- Other Services

-Taxation compliance (Bakertilly Staples Roadway)

-17,084

Total remuneration paid to auditors

231,900 233,333

NOTE 8: TAXATION

8.1 Income tax

20232022

$$

Net operating profit before taxation

3,344,091 1,888,615

Income tax expense at prevailing rates (2023: 28%; 2022: 28%)

(936,345) (528,812)

Tax impact of expenses not deductible for tax purposes

(159,619) (21,452)

Over-provision of tax in prior year

10,116 2,312

Taxation expense per the statement of comprehensive income

(1,085,848) (547,952)

Comprising:

- Current tax

(1,264,253) (556,079)

- Deferred tax

178,405 8,127

(1,085,848) (547,952)

8.2 Deferred tax asset

20232022

$$

Balance at beginning of year

135,049 126,922

(Charged) / credited to profit or loss

Increase / (decrease) in impairment loss provision

160,711 18,555

Increase / (decrease) in accrued expenses

13,767 7,137

Increase / (decrease) in lease liability

(48,822) (40,620)

Increase / (decrease) in unearned income

11,659 (18,035)

Increase / (decrease) in right of use asset

41,090 41,090

178,405 8,127

(Charged) / credited to other comprehensive income

Changes in the fair value of equity investments at fair value through other comprehensive income

- -

313,454 135,049

1

Audit of financial statements fee includes Limited Assurance on General Finance Limited’s compliance as evaluated against paragraphs 6.1 (g)(i)-

6.1 (g) (iii) of the Debenture Trust Deed dated 2 November 2004 and as amended and restated on the 16th December 2019 and 19th December

2017.

50

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 8: TAXATION (CONTINUED)

Deferred tax attributed to:

20232022

$$

Deferred tax assets:

Impairment loss provision

217,354 56,643

Accrued expenses

41,168 27,401

Fair value of equity investments at fair value through other comprehensive income

43,273 43,273

Lease Liability

-48,822

Unearned income

11,659 -

313,454 176,139

Deferred tax liabilities

Right of use assets

-41,090

Net deferred tax assets

313,454 135,049

8.3 Imputation credit account

20232022

$$

Balance at beginning of year

204,395 115,958

Tax Paid

770,418 88,478

Tax Refund Received

(8,445) (41)

966,368 204,395

NOTE 9: EARNINGS PER SHARE

20232022

CentsCents

0.98 0.78

0.98 0.78

20232022

Basic earnings per share

$$

2,258,243

1,340,663

2,258,243

1,340,663

20232022

NumberNumber

230,023,343

172,610,675

230,023,343

172,610,675

Basic earnings per share attributable to the ordinary equity holders

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating basic earnings per share:

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating diluted earnings per share:

Diluted earnings per share attributable to the ordinary equity holders

Weighted average number of ordinary shares used as the denominator in calculating basic

earnings per share

Weighted average number of ordinary shares used as the denominator in calculating

diluted earnings per share

51

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 10: CASH AND CASH EQUIVALENTS

20232022

$$

Bank call deposits

1

12,683,613 11,261,570

Bank term deposits

2

1,388,581 5,400,000

14,072,194 16,661,570

Bank term deposits

2

- Current Portion

3

9,937,974 2,450,000

9,937,974 2,450,000

Interest Rates:

1

Bank call deposits: Between 0.00% and 4.10% (March 2022: Between 0.00% and 1.40%).

2

Bank term deposits: 3.35% - 5.15% per annum (March 2022: 1.10% - 2.05% per annum).

3

Current Portion of Bank term deposits is contractually repayable within 12 months.

NOTE 11: LOAN RECEIVABLES

20232022

$$

First mortgage advances

110,506,174 80,918,034

Second mortgage advances

- -

110,506,174 80,918,034

Less deferred fee income and expenditure

(957,944) (688,078)

Less impairment allowance

(776,265) (202,295)

Net carrying value

108,771,965 80,027,661

Current portion

107,648,114 76,954,475

Non-current portion

1,123,851 3,073,186

108,771,965 80,027,661

Primary loan security

Residential housing

92,916,572 69,125,122

Residential bare land

12,383,593 8,691,870

Residential development land and housing

2,107,329 -

Commercial property

1

3,098,680 3,101,042

110,506,174 80,918,034

Interest rate: Between 5.45% and 12.90% (2022: Between 5.45% and 12.90%).

Effective interest rate: Between 5.79% and 22.79% (2022: Between 5.79% and 28.78%).

For loans that are in default, additional interest of up to 10% is charged.

Loan receivables represent loans at commercial interest rates. Current loan receivables are contractually repayable within 12 months. Non-

current loan receivables are contractually repayable within 12 months to 24 months of balance date.

Atyearendtherewas$7,510inoutstandingloancommitments(loansapprovedandacceptednotyetdrawn)includingfuturecapitalisedinterest

(March 2022: $4,812,714).

1

The Group’s lendingpolicy allows for a maximum of 30% of total lending to be secured over commercial properties.During theyear ended31

March 2023 the Group had 2.8% of commercial lending (2022: 3.8%).

52

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 11: LOAN RECEIVABLES (CONTINUED)

Borrower payment terms are profiled as follows:

20232022

$$

Interest only paid monthly

110,401,835 74,273,683

Interest capitalised

104,339 6,644,351

Total loan receivables

110,506,174 80,918,034

20232022

$$

Interest income

236,135 652,758

Loan Fees

2,629,760 1,609,775

Total

2,865,895 2,262,533

Reconciliation of gross loan receivable balance movements through ECL* stages:

Lifetime ECL* Lifetime ECL*

12 month not creditcredit

ECL*impaired impairedTotal

$$$$

Balance as at 31 March 2021

53,156,615 1,302,341 - 54,458,956

New loan advances

74,835,252 - - 74,835,252

Repayments

(47,073,833) (1,302,341) - (48,376,174)

Transfer to lifetime not credit impaired

(1,301,738) 1,301,738 - -

Transfer to lifetime credit impaired

(487,279) - 487,279 -

Balance as at 31 March 2022

79,129,017 1,301,738 487,279

80,918,034

New loan advances

95,678,186 - - 95,678,186

Repayments

(64,301,029) (1,301,738) (487,279) (66,090,046)

Transfer to lifetime not credit impaired

(5,415,857) 5,415,857 - -

Transfer to lifetime credit impaired

(4,061,846) - 4,061,846 -

Balance as at 31 March 2023

101,028,471 5,415,857 4,061,846 110,506,174

*ECL - Expected Credit Losses

Sometimesloanrepaymentsdonotoccuronthecontractualmaturitydateandthetermoftheloanisextendedi.e.rolloveroccurs.Beforealoan

isrolledover,theCompany’sstandardcreditcheckingandapprovalprocessesarere-applied. Thecurrent“loantosecurityvalue”positionwillbe

re-assessedandupdatedvaluationsareobtainedwheretheDirectorsconsiderthisappropriate. Loanapplicationfeesarechargedandevidenceis

obtained of the borrower’s agreement to the contractual terms and conditions of the extended loan.

The core lending activity of the Group is providing, through a broker network, short term and bridging finance secured by mortgage over

residentialproperty. Themajorityofloansareenteredintowithamaturitydatewithin12months,withaproposalthatrepaymentwillbefunded

bythesaleofthesecuredpropertyorthroughrefinancingbytheborrower.GeneralFinanceLimitedlendingpolicyallowsforamaximum“loanto

securityvalue”of75%(excludingfeesandcharges)onadvances,unlessapprovedbythefullboardofGeneralFinanceLimited.Therearenoloans

with loan to valuation ratio above 75% at the reporting date (2022: none).

Loan fees (for all loans) and interest (for capitalised interest loans) are capitalised to the loan balances when charged and recognised over the life

of the loans using the effective interest method. The associated cash is received when the loans are repaid (or partially repaid). Income recognised

during the financial year from amounts capitalised to loan receivables were as follows:

Atreportingdate,28.6%(March2022:30.7%)ofloansbynumberand24.8%(March2022:22.1%)byvaluerepresentloansthathavebeenrolled

overandareintotheirsecondorsubsequentcreditperiods.Whereloanshavebeenrolledover,theirclassificationintheseconsolidatedfinancial

statementsascurrentornon-current,oraspastdue,isbasedonpaymentduedatesasperthetermsoftheextendedcontract,andnotasperthe

original or preceding contract.

53

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 11: LOAN RECEIVABLES (CONTINUED)

Reconciliation of movements in impairment allowance by stage:

Lifetime ECL* Lifetime ECL*

12 month not creditcredit

ECL*impaired impairedTotal

$$$$

Balance as at 31 March 2021

132,773 3,256 - 136,029

New loan advances

231,071 - - 231,071

Repayments

(145,351) (3,256) - (148,607)

Transfer to lifetime not credit impaired

(3,254) 3,254 - -

Transfer to lifetime credit impaired

(1,505) - 1,505 -

Reduction in expected credit losses %

(16,198) - -(16,198)

Balance as at 31 March 2022

197,536 3,254 1,505 202,295

New loan advances

239,195 - - 239,195

Repayments

(160,466) (3,254) (1,505) (165,225)

Transfer to lifetime not credit impaired

(13,540) 13,540 - -

Transfer to lifetime credit impaired

(10,155) - 10,155 -

Reduction in expected credit losses %

- 400,000 100,000 500,000

Balance as at 31 March 2023

252,570 413,540 110,155 776,265

NOTE 12: INVESTMENT IN SUBSIDIARIES

Subsidiary

20232022

Corporate Holdings Limited (CHL)Holding company

100.0%100.0%

General Finance LimitedFinance

100.0%100.0%

Investment Research Group LimitedResearch and advisory

100.0%100.0%

Commercial and General Finance LimitedDormant

100.0%100.0%

General Finance & Investments LimitedDormant

100.0%100.0%

General Finance & Leasing LimitedDormant

100.0%100.0%

General Leasing LimitedDormant

100.0%100.0%

General Loan and Finance LimitedDormant

100.0%100.0%

Mykco Limited (previously named General Capital Limited)Dormant

100.0%100.0%

All subsidiaries have a 31 March balance date.

*ECL - Expected Credit Losses

**LVR - Loan to Valuation Ratio

Ininstanceswherethe probabilityof defaulthas increasedsignificantly (a significant increasein credit risk), or where theloan isin default, the

expectedcreditloss(orlossgivendefault)maynotincreasesignificantlyduetotheGroup’slendingcriteriawhichprohibitslendingwhentheloan

tovaluationratio(LVR)**exceeds75%.ThismeansingeneralthattheGroupexpectsthatthepresentvalueofexpectedcashflowsfromaloanin

defaulttoapproximatethecarryingvalueoftheloanpriortothedefaultevent,exceptincaseswheretheLVR**hasincreasedconsiderablydue

to a reduction in the security property valuation or a significant increase in the loan balance.

TheLVRofloanswithasignificantincreaseincreditriskorindefaultwasinarangeof34.9%-67.2%asat31March2023(March2022:inarange

of50.5%-68.2%),basedonthesecuritypropertyvaluationatorigination.$4.06mofLifetimeECLCreditImpairedloansaremadeupof5loans.

All have first mortgages. Enforcement actions are taken, $2.8m was repaid after the reporting date. Full recovery is expected from all loans.

Ownership Interest Held

54

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 13: LEASES

Right of use assetsOffice Premises

and Carparks

$

As at 1 April 2021293,500

Additions-

Depreciation(146,750)

As at 31 March 2022

146,750

Additions-

Depreciation(146,750)

As at 31 March 2023

-

Lease Liability

20232022

$$

Balance at beginning of year

174,364 307,207

Additions

- -

Accretion of interest

5,008 13,827

Payments

(179,372) (146,670)

Total lease liability

-174,364

Current

-174,364

Non-current

- -

-174,364

NOTE 14: INTANGIBLE ASSETS

Bartercard

Trade

GoodwillLicencesDollars SoftwareTotal

$$$$$

Year ended 31 March 2022

Opening net book amount

2,350,730 277,000 292,767 5,868

2,926,365

Additions

- -

30,020

-

30,020

Disposals

- - (32,439) -

(32,439)

Amortisation charge

- - - (5,230)

(5,230)

Closing net book amount

2,350,730 277,000 290,348 638 2,918,716

At 31 March 2022

Cost

2,350,730 277,000 290,348 70,293 2,988,371

- - - (69,655) (69,655)

Net book amount

2,350,730 277,000 290,348 638 2,918,716

TheGroupenteredintoatwo-yearofficepremisesandcarparkleasewithacommencementdateof1March2021.Theleaseisforatermoftwo

years and includes four further rights of renewal of six months each. Lease was extended until 30 September 2023. Management does not

anticipaterenewingtheleasepasttheextension.Accordingly,theextensionperiodshavenotbeenincludedintheleaseterminthecalculationof

theleaseliability.Theundiscountedpotentialfuturerentalpaymentsrelatingtotheseextensionperiodswhicharenotincludedintheleaseterm

total $73,485 (2022: $174,364).

Accumulated amortisation and impairment

55

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Bartercard

Trade

GoodwillLicencesDollars SoftwareTotal

$$$$$

Year ended 31 March 2023

Opening net book amount

2,350,730 277,000 290,348 638

2,918,716

Additions

- - 283 -

283

Disposals

- - (31,815) -

(31,815)

Amortisation and impairment charge

(537,141) - - (638)

(537,779)

Closing net book amount

1,813,589 277,000 258,816 - 2,349,405

At 31 March 2023

Cost

2,350,730 277,000 258,816 70,293 2,956,839

(537,141) - - (70,293) (607,434)

Net book amount

1,813,589 277,000 258,816 - 2,349,405

Impairment testing for cash-generating units (CGU)* containing brands and licences

20232022

Goodwill

$$

Allocated to the finance CGU*

1,323,729 1,323,729

Allocated to the research and advisory CGU*

489,860 1,027,001

1,813,589 2,350,730

Licences with an indefinite useful life

Allocated to the finance CGU*

247,000 247,000

Allocated to the research and advisory CGU*

30,000 30,000

277,000 277,000

20232022

Impairment

$$

Impairment expense - Goodwill

537,141 -

*CGU - Cash Generating Unit

Accumulated amortisation and impairment

$250,154ofimpairmenthasbeenrecognisedon30September2022fortheResearchandAdvisoryCGU*asthecarryingamountoftheCGU*of

$1,304,471 was greater than the recoverable amount of the CGU* of $1,054,317 established via value-in-use methodology.

$286,987 of impairment has been recognised on 31 March 2023 for the Research and Advisory CGU* as the carrying amount of the CGU* of

$812,690 was greater than the recoverable amount of the CGU* of $525,703 established via value-in-use methodology.

The aggregate carrying amounts of goodwill and indefinite life licences are outlined above. Goodwill primarily relates to growth expectations,

expectedfutureprofitabilityandtheworkforceoftheCGU's*.TheGrouphasassessedthatthereisnoforeseeablelimittotheperiodoftimeover

which the goodwill and licences are expected to generate net cash inflows for the Group and as such they have been assessed as having an

indefinite useful life.

The recoverable amount of the CGUs* has been determined based on value in use calculations. These calculations use pre-tax cash flow

projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are

extrapolatedusingtheestimatedlongtermgrowthratesstatedbelow.Thegrowthratedoesnotexceedthelongtermaveragefortheproducts,

industriesorcountryinwhichtheCGUs*operate.ForeachoftheCGU'swithgoodwillandindefinitelifelicences,thekeyassumptions,longterm

growth rate and discount rate used in the value in use calculations are as follows.

The Group's indefinite useful life intangible assets have been tested for impairment at least annually. Research and Advisory CGU* was last tested

on 30 September 2022 and resulted in an impairment of $250,154. Finance CGU* was last tested as at 31 March 2022 and had material amount of

headroom, hence no impairment was required. Impairment of goodwill cannot be reversed in subsequent years. No impairment had been

recognised in the year ended 31 March 2022.

56

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Finance CGU*

Key assumptions used in value-in-use calculations

Total Loan Receivables

Total Term

Deposits

Loan weighted

average interest

rate

Year one growth 39.4%38.5%-1.3%

Year two growth19.3%18.2%-0.3%

Year three growth16.2%15.4%0.0%

Year four growth13.9%13.3%0.0%

Year five growth12.2%11.8%0.0%

Terminal growth beyond year 5

2.1%

Pre-tax discount rate 21.3%

Total Assets Total Liabilities Revenue Expenditure FCFE**

Year one growth40.0%40.7%72.2%78.0%56.5%

Year two growth10.9%8.2%33.8%29.4%47.3%

Year three growth9.9%7.4%9.7%10.9%6.6%

Year four growth9.4%7.1%8.9%7.8%12.0%

Year five growth8.7%6.5%8.2%7.5%10.1%

Terminal growth beyond year 5

2.0%

Pre-tax discount rate 15.7%

Loan Receivable and Term Deposits

Lending and Term Deposit Interest rates

31 March 2022 Assumptions

Term Deposit weighted average

interest rate

32.8%

4.4%

0.0%

The table below sets out the key assumptions for the Finance CGU* for testing done as at 31 March 2023:

31 March 2023 Assumptions

Pre-tax free cash flows to equity holders (FCFE)** have been forecasted based on growth in the non-bank deposit taking / residential lending

businesswithinthecurrentconstraintsofthelicence/trustdeedwhichprohibitstheCapitalRatiotogobelow8%.Theforecastedgrowthinnet

cash flows is driven primarily by the net interest and fee margin from forecasted growth in deposit funding and the loan book. Significant

expenditurehasbeenincurredsincethebusinesswaspurchasedbytheGrouptoensurethatthebusinesshasthecapacityandresourcestoallow

for the growth.

The most recent historic data was reviewed for the term deposit withdrawals, top ups and new deposits to estimate trends of Term Deposits

inflow which in turn funded the growth in Loan Receivables. For the year ended 31 March 2023 actual growth of loan receivable was 36% and

Term Deposits 25%. Thisislower thanlastyearsforecast andwasprimarilydrivenbylower demandonnewloans throughout theyear.Inturn

managementcontrolledthegrowthofTermDepositstocorrespondtothelendingdemandandrequiredcashandcashequivalentreserves.The

39.4%growthinloanreceivableand38.5%growthintermdepositsforthefirstforecastyearended31March2024 isconsistentwiththeaverage

annual growth of 46.6% for loan receivable and 38.8% for term deposits over the most recent 3 years to 31 March 2023. For the remaining

forecast periods a proxy of the most recent increase in total Loan Receivable and the corresponding increase in total Term Deposits as a

percentage of the total Loan Receivable increase was taken as a primary assumption.

*CGU - Cash Generating Unit **FCFE - Free Cash flows to Equity Holders

Weighted average interest on loans was assumed based on the interest rates and maturities of the existing loans with an incremental monthly

review for new loans during the first forecast period to 31 March 2024. Given the competitive nature of the industry the Group is anticipating a

gradual reduction in lending rates with plateauing in the later quarter of the forecast period ended 31 March 2024. The weighted average lending

rate as at 31 March 2024 was then carried forward for the remainder of the forecast period as a proxy.

Group is anticipating an increase in weighted average rate on term deposits given the existing competitive nature of the industry and higher levels

of inflation rates. The rate is expected to plateau at the end of the first forecast period to 31 March 2024. The rate from 31 March 2024 was

carried forward for the remainder for the forecast period as a proxy.

0.0%

0.0%

The key "base" assumptions used in the calculation of value-in-use for Finance CGU* are:

1) Loan receivables through the forecast period

2) Term Deposits through the forecast period

3) Loan weighted average interest rate growth through the forecast period

4) Term Deposit weighted average growth through the forecast period

5) Discount rates

6) Growth rates used to extrapolate cash flows beyond the forecast period

57

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Terminal growth beyond year five

Pre-tax discount rate

Sensitivity to change in key assumptions

Headroom/(Impairment)

$ '000

Base assumption35,620

Loan Receivable Growth18.4%

Term Deposit Growth-17.2%

Term Deposit interest rate Growth3.5%

Loan interest rate Growth-3.4%

Terminal growth beyond year 5

No material sensitivity

Pre-tax discount rate

No material sensitivity

Headroom/(Impairment)

$ '000

Base assumption35,620

Loan Receivable Growth + 10% above base16,594

Loan Receivable Growth - 10% below base53,728

Term Deposit Growth + 10% above base57,704

Term Deposit Growth - 10% below base14,582

Term Deposit interest rate Growth + 1% above base25,332

Term Deposit interest rate Growth - 1% below base45,908

Loan interest Growth + 1% above base46,220

Loan interest Growth - 1% below base25,020

Cashflowsbeyondthefiveyearperiodareextrapolatedusingtheestimatedlongtermgrowthrateof2.1%whichisWestpacforecastrate.Thisis

alsoconsistentwiththemidpointoftheReserveBankofNewZealandmediumtermConsumerPriceIndexPolicyTargetrange(1%to3%),witha

focusonkeepingfutureaverageinflationnearthe2%targetmidpoint.Thegrowthratedoesnotexceedthelongtermaveragefortheproducts,

industries or country in which the CGUs* operate.

The most sensitive assumptions in the calculation of value-in-use are revenue term deposits growth, loan receivable growth, weighted average

loan interest rate growth and weighted average term deposit interest rate growth. The following summarises the amount by which the key

assumptions would need to change, with all other assumptions remaining constant, for the recoverable amount to equal the carrying amount:

The following summarises the impairment or headroom that would have resulted had the noted changes to the "base" assumptions been made,

with all other assumptions remaining constant:

*CGU - Cash Generating Unit

The uncertainty in the cash flows for future periods has been built into discount rate.

The discount rates represent the current market assessment of the risks specific to the finance CGU*. The discount rate calculation is based on the

industry segment the CGU* is engaged in, and is derived from its weighted average cost of capital. The weighted average cost of capital takes into

account both the cost of debt and equity, however for the purposes of 31 March 2023 testing we put target Equity to Capital of 100%. The cost of

equity is derived from the expected return on investment by the Group’s investors using the capital asset pricing model allowing for unsystemic

risk adjustments. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated based on publicly

available market data at the time of testing. Adjustments to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of equity. These

adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific risk premium management

have considered factors such as:

1) Small Size Risk

2) Key Personnel Dependency Risk

3) Limited Product Line Risk

4) Geographical/Concentration Risk

5) Forecast Risk

58

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Research and advisory CGU*

Key assumptions used in value-in-use calculations

31 March 2023 AssumptionsNet Revenue Expenditure

Working Capital

Movements

Pre-tax FCFF***

Actual 31 March 2023 year

123,960 (67,019) (11,117) 45,824

Forecast 2024

151,590 (85,909) (1,815) 63,866

Forecast 2025

159,168 (92,705) (429)66,034

Forecast 2026

164,340 (95,718) (451)68,171

Forecast 2027

255,979 (118,192) (473)137,314

Forecast 2028

262,378 (121,146) (407)140,825

Terminal growth beyond year five

2.1%

Pre-tax discount rate21.5%

31 March 2022 AssumptionsNet Revenue Expenditure

Working Capital

Movements

Pre-tax FCFF***

Actual 31 March 2022 year

1

356,395 (176,094) 39,362 219,663

Forecast 2023

285,300 (165,838)-119,462

Forecast 2024

404,100 (161,250)-242,850

Forecast 2025

406,238 (158,612)-247,626

Forecast 2026

412,331 (155,992)-256,339

Forecast 2027

418,516 (157,461)-261,055

Terminal growth beyond year five

1.5%

Pre-tax discount rate17.4%

*CGU - Cash Generating Unit

**FCFE - Free Cash flows to Equity Holders

Pre-tax free cash flows to the firm (FCFF)*** has been forecasted based on expected revenue and expenditure growth in the research and

advisory business.

The key "base" assumptions used in the calculation of value-in-use for Research and Advisory CGU* are:

1) Net Revenue Expectations through the forecast period

2) Expenditure Expectations through the forecast period

3) Pre-tax Discount rates

4) Terminal Growth rates used to extrapolate cash flows beyond the forecast period

The table below sets out the key assumptions for Research and Advisory CGU*:

1

$120,000 of thepre-taxFCFF***inthe31 March2022 year asdisplayedaboverelatestoamounts receivedinsharesfor advisoryfees(March

2023:$Nil),netofamountspaidinsharesforcommissionexpense.Thesehavebeenincludedinpre-taxFCFF*** onthebasisthattheresearch

andadvisoryCGU*isnotinthebusinessofholdingsharesdespitetheGroup'selectiontodosoandhencethesharescouldhavebeensoldatfair

valueonthedatetheywerereceived.Shouldthisamountnotbeincludedasacashflow,thenpre-taxFCFF***wouldinsteadbe$99,663forthe

31 March 2022 year (March 2023: $Nil).

***FCFF - Free Cash flows to the Firm

59

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Net Revenue

Expenditure

Pre-tax discount rate

Terminal growth beyond year five

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of equity. These

adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific risk premium management

have considered factors such as:

1) Small Size Risk

2) Key Personnel Dependency Risk

3) Limited product line Risk

4) Geographical/Concentration Risk

5) Forecast Risk

The uncertainty in the cash flows for future periods has been built into discount rate.

The discount rates represent the current market assessment of the risks specific to the Research and Advisory CGU*. The discount rate calculation

is based on the industry segment the CGU* is engaged in, and is derived from its weighted average cost of capital. The weighted average cost of

capital takes into account both the cost of debt and equity. The cost of equity is derived from the expected return on investment by the Group’s

investors using the capital asset pricing model allowing for unsystemic risk adjustments. The cost of debt is derived from weighted average

interest rate paid by the finance segment to deposit holders as at 31 March 2023. Segment-specific risk is incorporated by applying individual beta

factors. The beta factors are evaluated based on publicly available market data at the time of testing. Adjustments to the discount rate are made

in order to reflect a pre-tax discount rate.

Cashflowsbeyondthefiveyearperiodareextrapolatedusingtheestimatedlongtermgrowthrateof2.1%whichisWestpacforecastrate.Thisis

alsoconsistentwiththemidpointoftheReserveBankofNewZealandmediumtermConsumerPriceIndexPolicyTargetrange(1%to3%),witha

focusonkeepingfutureaverageinflationnearthe2%targetmidpoint.Thegrowthratedoesnotexceedthelongtermaveragefortheproducts,

industries or country in which the CGUs* operate.

*CGU - Cash Generating Unit

Net Revenue is calculated as a gross revenue less forecast 15% direct commission.

Forecast Revenue consists of :

1)Debtstructuring/BrokerageRevenue:theGroupisanticipatingthatCapitalMarketswillneedmoreprofessionaladviceonthestructure,thisis

backed up by an increasing demand for the service. Group is expecting to perform 4 projects per annum in the forecast period based on the

number of projects performed for the year ended 31 March 2023.

2)CapitalRaising/ListingRevenue:NoCapitalRaisingrevenueisforecastforthe3yearsended31March2026duetotheunpredictablestateof

the economy & anticipated Group commitments. Capital Raising projects are forecast to start in the year ended 31 March 2027 and 31 March

2028aseconomyisassumedtostartpickingup.CapitalRaisingprojectsareassumedtorunona2yearbasisandprobabilityofsecuringprojects

is assumed at 70% per year. Value of the projects is set at historic average.

3) Other Income/Commissions Revenue - incidental ad hoc income based on historic trends.

It is assumed that all projects will be in the form of cash.

The Group is expecting expenditure to stay in line with historic trends, normalised for unusual/one off events. Most of these form part of the

Group recharges based on resources allocated. Salaries and Wages are driven by the project revenue and labour allocations required, these will

increase for the year ended 31 March 2027 and 31 March 2028, based on the normalised historic levels when Capital Raising/Listing Revenue has

been derived. Inflationary factor has been allocated to expenditures at 7.2% for the Forecast 2024; 5% for the Forecast 2025; 3.25% for Forecast

2026; 2.75% for the Forecast 2027 and 2.5% for the Forecast 2028.

60

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 14: INTANGIBLE ASSETS (CONTINUED)

Sensitivity to changes in key assumptions

Headroom/(Impairment)

Base assumption

-

Net Revenue Growth + 10% above base

106,679

Net Revenue Growth - 10% below base

(106,679)

Expenditure Growth + 10% above base

(49,969)

Expenditure Growth - 10% below base

56,735

Pre-tax Discount rate Growth + 1% above base

(28,740)

Pre-tax Discount rate Growth - 1% below base

32,089

Terminal Growth rate Growth + 1% above base

16,325

Terminal Growth rate Growth - 1% below base

(14,728)

Bartercard trade dollars

NOTE 15: INVESTMENTS

Note

20232022

$$

Investment in Barter Investments Limited18- -

Investment in Sports & Education Corporation Limited- -

Investment in Cannabis and Bioscience Corporation Limited18151,955 171,652

Investment in Greenfern Industries Limited1862,775 116,790

214,730 288,442

Investment in Barter Investments Limited

As the consideration of $30,000 for the beneficial ownership has been received during the reporting period ended 31 March 2022 a $15,479 gain

was recognised in other comprehensive income during the year ended 31 March 2022 (March 2023: Nil) to clear out the related Fair Value reserve

and a corresponding loss on sale of investments of $20,800 was recognised in other operating expenses (March 2023: Nil).

The most sensitive assumptions in the calculation of value-in-use for the Research and Advisory CGU* is Revenue Growth; Expenses Growth;

Discountrateandlongtermgrowthrate.Thesensitivitytest oftheamountbywhichthekeyassumptionswouldneedtochange,withallother

assumptions remaining constant, for the recoverable amount to equal the carrying amount is not relevant, given that the base assumption is

break even position. The following summarises the impairment or headroom that would have resulted had the noted changes to the "base"

assumptions been made, with all other assumptions remaining constant:

*CGU - Cash Generating Unit

BartercardtradedollarscomprisethebalanceofBartercardTradeDollarsonhandatperiodendnet ofaccumulatedimpairmentlosses.Forthe

years ended 31 March 2023 and 31 March 2022 it was determined that the fair value lesscosts of disposal of the Bartercardtrade dollarswas

equivalenttothecarryingvalueoftheassets.Fairvaluelesscostsofdisposalwasdeterminedbasedonthefactthatallmarketparticipants(being

other Bartercardmembers)accept thetermsandconditionsofBartercardwhichstipulatethata BartercardTradeDollarisequivalenttoaNew

Zealanddollaratthedateofexchangeinrespectoffuturepurchasesorgoodsandservices.Inaddition,astherearenosignificantdisposalcosts

associatedwithsettlingtransactionsinBartercardtradedollars,managementhavedeterminedthatthefairvaluelesscostsofdisposalareequal

to the carrying value of Bartercard trade dollars.

61

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 15: INVESTMENTS (CONTINUED)

Investment in Sports & Education Corporation Limited

Investment in Cannabis and Bioscience Corporation Limited

Investment in Greenfern Industries Limited

729,936 shares (representing a 0.66% stake) (March 2022: 729,936 shares (representing a 0.86% stake)) in Greenfern Industries Limited

(Greenfern).

Theinvestmentinthelistedinvestmentholdingscompanyisclassifiedasafinancialassetatfairvaluethroughothercomprehensiveincome.This

equityisquotedinanactivemarketfortheyearended31March2023andwasworth$0.086(March2022:$0.16)pershareatthereportingdate,

therefore management has determined to adopt a value of $0.086 per share as at 31 March 2023 as the fair value of the equity (March 2022:

$0.16). A loss of $54,016 has been recognised in other comprehensive income during the year in relation to the fair value of the investments

(March 2022: loss of $65,694).

The Group holds the 17.3% (March 2022: 17.3%) equity stake in Cannabis and Bioscience Corporation Limited (CBC). CBC is an unlisted investment

holdings company and is a related party by virtue of common directorship as described in note 18. The investment has been classified as a

financial asset at fair value through other comprehensive income.

Fair value of CBC investment as at 31 March 2023 and 31 March 2022

The fair value of this equity security is based on the Group's share of the entity's net assets at reporting date as reported in the entity's financial

statements, net of a discount for illiquidity of 20% (valuation technique). The majority of the entity's assets and liabilities are reported in their

financial statements at either their fair value or their carrying value which approximates their fair value (the significant unobservable inputs). A

loss of $19,697 has been recognised in other comprehensive income during the year in relation to the fair value of the investment (2022:

$93,929).

Inter-relationship between the key unobservable inputs and fair value measurement:

- an increase / decrease in the illiquidity discount by 10% would decrease / increase the fair value of the investment by $19,000 (2022: $21,000).

The 0.96% (316,782 shares) stake in Sports & Education Corporation Limited (SEC) is held by Investment Research Group Limited at 31 March

2023 (March 2022: 0.96% or 316,782 shares). The investment in the Unlisted Securities Exchange (USX) listed company which owns various brands

in the international sports and education sectors is classified as a financial asset at fair value through other comprehensive income. The equity

securities are quoted on the Unlisted Securities Exchange in New Zealand, however there has not been significant trading activity in the securities

since it was listed in December 2018.

Fair value of SEC investment as at 31 March 2023 and 31 March 2022:

The shares of SEC were put into a trading halt on the USX on 1 August 2019 pending the release of its March 2019 Annual Report which still has

not been released up to the date of signing these financial statements. This effectively had the effect of delisting the company. When compiling

the 31 March 2023 financial statements, the Group determined that the uncertainty inherent in the future cash flows of the investment were so

significant that it was unlikely that a market participant would pay a material amount for the equity stake held by the Group. The Group therefore

determined that a risk adjustment of -100% per share (a significant unobservable input) be applied (March 2022: -100%). This resulted in a fair

value of $nil as at 31 March 2023 (March 2022: $nil). The inter-relationship between the key unobservable input and fair value measurement is

that an increase / (decrease) in the risk adjustment (an increase being a higher discount) would (decrease) / increase the fair value of the

investment. No fair value movements recognised for the ended 31 March 2023 (March 2022: No fair value movements recognised).

62

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 16: TERM DEPOSITS

20232022

$$

Gross term deposit liability

109,988,514 88,134,578

Less deferred commission expenditure

(102,482) (87,359)

Net carrying value

109,886,032 88,047,219

Contractual repayment terms:

On call

104,087 22,504

Within 12 months

77,329,770 66,407,557

Greater than 12 months

32,452,175 21,617,158

109,886,032 88,047,219

Repayment Terms:On call up to 5 years

Interest Rate:3.65% - 7.75% and 0.15% on call (March 2022: 2.95% - 6.25% and 0.15% on call)

Effective Interest Rate:3.65% - 7.75% and 0.15% on call (March 2022: 2.95% - 6.25% and 0.15% on call)

Security:

Further analysis of gross deposit funding is as follows:

Concentration of funding

20232022

$$

Northland

4,166,690 2,807,079

Auckland

47,277,149 41,906,519

Waikato

10,186,523 7,313,812

Bay of Plenty

10,314,064 12,694,481

Wellington

14,234,721 10,276,775

Other North Island

6,285,283 4,231,432

South Island

14,536,014 7,490,119

Overseas *

2,988,070 1,414,361

Total gross term deposit liability

109,988,514 88,134,578

*The largest deposit holder resides overseas and is a director of the Company (refer to note 18).

The Group has a total of 853 depositors asat 31March 2023 (March 2022:681). Asat thereporting date, the largest deposit theGroup hasis

$1,224,361 (March 2022: $2,084,512) which represents 1.11% (March 2022: 2.37%) of total deposits. As at the reporting date the largest

aggregateofdepositsunderasingledepositholdertotals$3,000,000(March2022:$6,185,342)whichrepresents2.73%(March2022:7.02%)of

totaldepositsandhaveaweightedaveragematuritydateof16.02monthsfromreportingdate(March2022:3.82monthsfromreportingdate).

One of the largest deposit holders as at 31 March 2023 and 31 March 2022 is a director of GeneralCapital Limited(refer to note 18).As at 31

March2022$2,020,591oftheTermdepositsheldbyrelatedpartieshavebeenapprovedforearlywithdrawalon1April2022incompliancewith

the Company’s ‘early repayment’ terms of offer criteria included in the Company’s Product Disclosure Statement (refer to note 18). As at 31

March2023therewerenonethatwereapprovedforearlywithdrawal,howeverearlywithdrawalhasbeenapprovedinApril2023(refertonote

23).

FirstrankingsecurityinterestovertheassetsandundertakingsofGeneralFinanceLimitedinfavouroftheTrustee

(subject only to any prior security interests permitted by the Trust Deed and preferential claims given priority by

operation of law).

63

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 16: TERM DEPOSITS (CONTINUED)

Contractual maturity of funding

20232022

$$

Maturing in 0 - 6 months45,295,457 33,836,498

Maturing in 6 - 12 months32,176,340 32,636,505

Maturing in 12 - 24 months21,984,844 17,339,988

Maturing after 24 months10,531,8734,321,587

Total gross term deposit liability

109,988,514 88,134,578

Profile of deposit holders

2023202320222022

$$

Deposits over $200,000

140

68,792,518

96

56,009,077

Deposits $100,000 - $200,000

117

16,323,173

92

13,482,741

Deposits $50,000 - $100,000

214

15,983,117

151

10,932,583

Deposits $20,000 - $50,000

213

7,034,278

182

5,986,582

Deposits $10,000 - $20,000

98

1,401,109

87

1,277,268

Deposits under $10,000

71

454,319

73

446,327

Total gross term deposit liability

853

109,988,514

681

88,134,578

NOTE 17: EQUITY

NoteNumber$Number$

Ordinary shares(a)

363,574,975 21,561,120 212,657,496 13,025,575

(a) Ordinary shares

Number$

Balance at 1 April 2021

162,873,779 10,249,211

Ordinary shares issued on 27 September 2021 - Share Placement

1

8,333,333

500,000

Ordinary shares issued on 8/12/21 - Share Placement

2

6,667,775

400,000

Ordinary shares issued on 23/02/22 - Share Placement

3

34,782,609

2,000,000

Transaction costs arising on shares issued

-(123,636)

49,783,717 2,776,364

Balance at 31 March 2022

212,657,496 13,025,575

Ordinary shares issued on 17 February 2023 - Share Placement

4

150,917,479

8,677,755

Transaction costs arising on shares issued

-(142,210)

150,917,479 8,535,545

Balance at 31 March 2023

363,574,975 21,561,120

2023

1

On 27 September 2021, the Company issued 8,333,333 shares at 6.0 cents per share under a placement to Borneo Capital Limited.

2

On 8 December 2021, the Company issued 6,667,775 shares at 6.0 cents per share under a placement to a wholesale investor.

4

On 17 February 2023, the Company issued 63,960,957 shares at 5.75 cents per share under a placement to Borneo Capital Limited and

86,956,522 shares at 5.75 cents per share to API No1 Limited Partnership.

2022

All ordinary shares rank equally and entitle the holder to participate in dividends and to share in the proceeds of winding up the Company in

proportion to the number of and amounts paid on the shares held. One vote is attached to each fully-paid ordinary share. Shares have no par

value.

3

On 23 February 2022, the Company issued 34,782,609 shares at 5.75 cents per share under a placement to a wholesale investor.

Ordinary shares

64

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 17: EQUITY (CONTINUED)

(b) Warrants

Number$Number$

Balance at 1 April 2021

- - 320,734,884 6,903

- - (307,684,884)

-

- - (12,650,000) (4,672)

- - (400,000) (2,231)

- - 2,250,000

492

- - (2,250,000) (492)

- - 8,500,000

33,817

- - 8,500,000 35,215

- - (4,250,000) (16,908)

- - (4,250,000) (17,608)

Balance at 31 March 2022

- -

8,500,000 34,516

- - - -

Balance at 31 March 2023

- - 8,500,000 34,516

1

Refer to Note 17(a) for further details on warrants exercised.

(c) Reserves

Financial Assets Share-basedTotal

at FVOCI*paymentsReserves

Notes$$$

Balance at 1 April 2021

(136,170) 6,903 (129,267)

Share-based payment expense

19

-34,516

34,516

Expired Warrants converted to Retained Earnings

19

-(6,903) (6,903)

15

(144,144)- (144,144)

Balance at 31 March 2022

(280,314) 34,516 (245,798)

15

(73,713)- (73,713)

Balance at 31 March 2023

(354,026) 34,516 (319,510)

Issue of Senior Management warrants - 27 September 2021 (note 19)

Warrants issued on 27 September 2021 lapsed on non satisfaction of

the terms of the warrant (note 19)

Revaluation of financial assets at FVOCI*

Warrants issued on 11 December 2018 lapsed on expiry date of 30

November 2021

Expiry of GENWB warrants to directors and senior managers - issued on

25 June 2019 (note 19)

Expiry of GENWB warrants to directors and senior managers - issued on

17 January 2020 (note 19)

Issue of GENWB warrants to staff, directors and consultants - 30 June

2021 (note 19)

Warrants issued on 30 June 2021 lapsed on expiry date of 30 November

2021 (note 19)

Issue of Senior Management warrants - 27 September 2021 (note 19)

Warrants issued on 27 September 2021 lapsed on non satisfaction of

the terms of the warrant (note 19)

Revaluation of financial assets at FVOCI*

*FVOCI - Fair Value through Other Comprehensive Income

GENWA WarrantsGENWB Warrants

65

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 18: RELATED PARTY BALANCES AND TRANSACTIONS

Related partyRelationship

Graeme Iain BrownDirector up to 24 March 2022

Donald Frederick HattawayDirector of Subsidiary (General Finance Limited)

Gregory John PearceDirector of Subsidiary (General Finance Limited)

Robert Garry HartDirector of Subsidiary (General Finance Limited)

Anton Steven Ian DouglasDirector of Subsidiary (General Finance Limited)

Rewi Hamid BugoDirector

Gregory Stephen JamesDirector

Brent Douglas KingManaging Director

Huei Min LimDirector

Simon John McCarleyDirector

Paul William ZingelDirector

Megan Dominique GlenDirector

Michel Developments LimitedA Director is an ultimate beneficiary (shareholder is Bedford Trust)

Belian Holdings LimitedCommon Director - up to 24 March 2022

Bedford TrustA Director is an ultimate beneficiary

Casrom Trustee Company LimitedCommon Director

Romana Benevolent TrustCommon Director of a trustee company

Barter Investments LimitedCommon Director

Borneo Capital LimitedCommon Director

Findex NZ LimitedDirector is a Senior Partner

Greenfern Industries LimitedCommon Director

Cannabis & Bioscience Corporation LimitedCommon Director

Prospect Road Investments LimitedCommon Director

Beaconsfield Nominees LimitedCommon Director

Ellice Tanner Hart LimitedCommon Director

Equity Investment Advisers LimitedCommon Director

Moneyonline LimitedCommon Director

Grey River Capital Advisors LimitedCommon Director

Oruatua Trustee LimitedCommon Director

Douglas Family Investment TrustA Director is an ultimate beneficiary

Minatoku Consulting LimitedCommon Director

API No 1 Limited Partnership Director is a Principal of a Partner entity

Major shareholders, directors, directors of subsidiaries and closely related persons or entities to them are considered related parties of the Group.

The Group had dealings with the following related parties during the reporting periods:

66

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 18: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)

Related party receivables:

20232022

$$

Equity Investment Advisers Limited

725 -

725 -

Related party payables:

20232022

$$

84,915 2,078

Equity Investment Advisers Limited

16,943 10,469

Minatoku Consulting Limited

1,315 -

Ellice Tanner Hart Limited

203 -

Moneyonline Limited

14,034 644

117,410 13,191

Other related party balances:

20232022

$$

Term deposits held by related parties

2

2,342,793 6,943,400

Key Management Personnel (KMP)

1

1

Key Management Personnel (KMP) includes the Company’s directors, subsidiary company directors, and Chief Financial Officer.

2

Includes term deposits held by Key Management Personnel, Directors, their families and their controlled entities. As at 31 March 2022 $2,020,591

of the Term deposits held by related parties has been approved for early withdrawal on 1 April 2022 in compliance with the Company’s ‘early

repayment’ terms of offer criteria included in the Company’s Product Disclosure Statement. During the year ended 31 March 2023 a further

$3,677,705 of the Term deposits held by related parties have been approved for early withdrawal on 15 February 2023 in compliance with the

Company’s ‘early repayment’ terms of offer criteria included in the Company’s Product Disclosure Statement. Further $645,066 of the Term

deposits held by related parties has been approved for early withdrawal on 28 April 2023 in compliance with the Company’s ‘early repayment’

terms of offer criteria included in the Company’s Product Disclosure Statement

The above amounts payable to related parties are unsecured, interest-free and repayable on demand.

67

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 18: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)

Transactions with related parties

20232022

Related PartyType Transaction

$$

Expense

986,963 722,992

Expense

224,778 208,745

Expense Recharge of expenses

97,382 38,163

Other Current Assets Recharge of expenses

14,561 -

Fixed Assets Recharge for the purchase of fixed assets

1,484 15,717

Ellice Tanner Hart LimitedExpense Legal Fees

892 154

Loan Receivables Legal Fees

13,910

Expense Recharge of salary costs

31,937 4,539

Expense Brokerage paid

132,092 104,437

Expense Recharge of expenses

-1,146

Contra expense Recharge of salary costs

8,710 11,740

Moneyonline LimitedExpense

Recharge of expenses

2

52,323 35,576

Fixed Assets Purchase of fixed assets

12,000

Revenue Lease Income

21,600 32,400

Expense

Short term Remuneration

5

16,000 -

Revenue

Advisory & Capital Raising fees

7

-375,900

Other Revenue

Proceeds for the sale of shares

6

-30,000

Expense

Short term Remuneration

5

2,383 1,833

Expense

Short term Remuneration

5

3,982 -

Expense

Short term Remuneration

5

4,063 -

Equity

Commission on share purchase

8

-50,000

Other related party transactions:

3

For the period ended 31 March 2022 $12,000 (March 2023: Nil) of the Managing Director's short term remuneration was settled by the transfer

of 48,000 Greenfern Industries Limited shares (March 2023: Nil), also refer to note 15.

Minatoku Consulting Limited

Grey River Capital Advisors

Limited

On 27 September 2021, the Company issued 8,333,333 shares at 6.0 cents per share under a placement to Borneo Capital Limited. Refer note 17.

4

For the period ended 31 March 2022 (March 2023: Nil) $27,500 of the Director's short term remuneration was settled by the transfer of 102,800

Greenfern Industries Limited shares (March 2023: Nil), also refer to note 15.

Short term Remuneration

2,


3,


4, 5

8

During the year ended 31 March 2022, the Group paid $50,000 commission to Bedford Trust for the share purchase transaction dated 23

February 2022. Refer note 17.

5

Director's short term remuneration is paid to the related entity on behalf of the Director and accordingly is included in two related party

categories above.

Interest paid or capitalised on term deposits held by KMP or

their family members

Greenfern Industries Limited

2

$48,300 (March 2022: $34,000) of the Managing Director's short term remuneration is paid to Moneyonline Limited on behalf of the Managing

Director and accordingly is included in two related party categories above.

Barter Investments Limited

Michel Developments

Limited

Bedford Trust

1

Key Management Personnel (KMP) includes the Company’s directors, subsidiary company directors, and Chief Financial Officer.

Findex NZ Limited

Key Management Personnel

(KMP)

1

6

Investment Research Group Limited received consideration of $30,000 from Barter Investments Limited in Bartercard Dollars for the shares held

(refer note 15).

7

$120,000 was paid in shares by Greenfern Industries Limited towards advisory fees during the year ended 31 March 2022 (refer note 15).

On 17 February 2023, the Company issued 63,960,957 shares at 5.75 cents per share under a placement to Borneo Capital Limited and 86,956,522

shares at 5.75 cents per share to API No1 Limited Partnership.

During the year ended 31 March 2023, Investment Research Group Limited ("IRG") charged a customer loan structuring, origination fees totalling

$101,522 (GST exclusive) in relation to a loan facility that was provided by the General Finance Limited ("GFL"). The borrower instructed GFL to

pay part of the principal to IRG. The borrower is not a related party of GFL or IRG (March 2022: $17,500).

On 23 February 2022, the Company issued 34,782,609 shares at 5.75 cents per share under a placement to Bedford Trust. Refer note 17.

Equity Investment Advisers

Limited

68

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 19: SHARE BASED PAYMENTS

(a) Warrants issued to directors and senior managers

Number $

Balance at 1 April 2021

13,050,000 6,903

(12,650,000) (4,672)

(400,000) (2,231)

2,250,000 492

(2,250,000) (492)

8,500,000 33,817

8,500,000 35,215

(4,250,000) (16,908)

(4,250,000) (17,608)

(4,550,000) 27,613

Balance at 31 March 2022

8,500,000 34,516

- -

Balance at 31 March 2023

8,500,000 34,516

Fair value of warrants issued to directors and senior managers

Directors' and Senior Managers'

Warrants

1

ThefairvalueatgrantdateofwarrantsissuedisdeterminedusingtheBlackScholesModelthattakesintoaccounttheexerciseprice,thetermof

thewarrant,thesharepriceatgrantdateandexpectedpricevolatilityoftheunderlyingshare,theexpecteddividendyield,theriskfreeinterest

rate for the term of the warrants.

An issue of up to 20 million GENWB warrants to directors and senior managers, to be allocated at the Board's discretion, was approved by

shareholders at a special meeting dated 29 November 2018.

Issue of Senior Management warrants - 27 September 2021

Warrants issued on 27 September 2021 lapsed on non satisfaction of the terms of the warrant

Duringtheyearended31March2020,atotalofGENWB 13,050,000warrantswereissuedtoDirectorsandSenior Managers,12,650,000 on25

June 2019 and a further 400,000 on 17 January 2020. No warrants were issued to Directors and Senior Managers in the year ended 31 March 2021

During the year ended 31 March 2022, a total of GENWB 2,250,000 warrants were issued to staff and consultants on 30 June 2021. These were

exercisable on or before 30 November 2021 at 9.00 cents per share for each warrant held.

ThewarrantshavethesametermsasGENWBwarrantsthatwereissuedtoshareholdersinDecember2018.Thesewereexercisableonorbefore

30 November 2021 at 9.00 cents per share for each warrant held.

Warrants issued on 25 June 2019 lapsed on expiry date of 30 November 2021

Warrants issued on 17 January 2020 lapsed on expiry date of 30 November 2021

Issue of GENWB warrants to staff and consultants - 30 June 2021

Warrants issued on 30 June 2021 lapsed on expiry date of 30 November 2021

Issue of Senior Management warrants - 27 September 2021

During the year ended 31 March 2022 17,000,000 Senior Management warrants were issued to eligible senior managers on 27 September 2021.

An Issue was approved at the annual meeting held on 3 September 2021 and was intended to incentivise those eligible senior managers, at no cost

to the Company and in a way that further aligns the interests of shareholders with the interests of senior management.

The Senior Management warrants comprised 8,500,000 2023 warrants which entitled the holder to subscribe for one ordinary share for each

warrant exercised prior to 30 June 2023 at 8.0 cents per share; and 8,500,000 2024 warrants which entitled the holder to subscribe for one

ordinary share for each warrant exercisable prior to 30 June 2024, at 9.0 cents per share.

The Senior Management warrants are not transferable and require the relevant senior manager to remain employed by or to be a contractor to

the Company at the date of the exercise. The warrants are not quoted on NZX.

Warrants issued on 27 September 2021 lapsed on non satisfaction of the terms of the warrant

The issue of warrants provides long-term incentives for directors and senior managers to deliver long-term shareholder value.

69

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 19: SHARE BASED PAYMENTS (CONTINUED)

Inputs into model

27-Sep-2127-Sep-2130-Jun-21

Warrants issued

8,500,000 8,500,000 2,250,000

Exercise price per warrant

9.00 cents 8.00 cents 9.00 cents

5.90 cents 5.90 cents 5.90 cents

35.34%35.34%35.34%

Risk free interest rate

1.18%0.81%0.81%

Fair value per warrant

0.637 cents 0.5305 cents 0.0219 cents

Probability Discount

35%25%0%

Total fair value of warrants issued

2

35,215$ 33,817$ 492$

NOTE 20: RECONCILIATION OF NET SURPLUS WITH CASH FLOWS FROM OPERATING ACTIVITIES

Note20232022

$$

Net profit / (loss) after tax

2,258,243 1,340,663

Adjustment for non-cash and other items

Movement in allowance for expected credit losses

11 573,970 66,266

Impairment of Goodwill

14 537,141 -

Deferred tax movement through profit or loss

8 (178,405) (8,127)

Depreciation and amortisation

5 126,435 156,226

Interest on lease liability

13 5,008 13,827

Fair value of warrants issued to directors and senior managers

19-34,516

Income received in non-cash financial assets

15-(120,000)

Expenses paid in non-cash financial assets

18-37,700

Adjustment for movements in working capital

(Increase) / decrease in loan receivables (net advances)

(28,665,673) (25,995,057)

Increase / (Decrease) in term deposits (net receipts)

22,534,412 29,953,749

(Increase) / decrease in accrued interest on loans receivable

(369,482) (79,380)

(Increase) / decrease in capitalised loan fees

(880,116) (680,516)

(Increase) / decrease in capitalised interest

398,461 232,498

(Increase) / decrease in modification gain receivable

-86,489

(Increase) / decrease in accounts receivable

(28,863)(16,641)

(Increase) / decrease in related party receivable

(725)110,868

(Increase) / decrease in prepayments and other current assets

(126,730)(124,132)

(Increase) / decrease in prepaid commission

(15,123)(21,043)

(Increase) / decrease in Bartercard trade dollars

3

31,532 32,419

Increase / (decrease) in income tax payable

491,424 467,881

Increase / (decrease) in deferred income

207,523 41,441

Increase / (decrease) in interest payable

(679,435) 251,331

Increase / (decrease) in related party payable

104,219 2,962

Increase / (decrease) in accounts and other payables

230,569 211,020

Net cash (outflow) / inflow from operating activities

(3,445,615) 5,994,960

1

The expected price volatility is based on the historical volatility of the shares and adjusted for any expected changes to future volatility.

TransactionsinGENWBWarrants(whicharealsolistedontheNZX)havealsobeenconsideredwhendeterminingtheexpectedpricevolatilityof

the Company's shares at grant date.

2

Thefairvalueofwarrantsongrantdateisrecordedasashare-basedpaymentsexpenseincludedwithinpersonnelexpensesintheStatementof

Comprehensive Income and in reserves (refer note 17(c)).

Share price at grant date

Expected price volatility of the Company's shares

1

Warrants Issued

3

March 2022: Movement was net of $30,000 Bartercard trade dollars received in proceeds of an equity investments (note 15).

70

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

NOTE 21: RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

Opening Opening

BalanceFinancingNon-cash/Non-

Financing

Balance

1 AprilCash Flows

Changes

1

31 March

$$$$

For the year ended 31 March 2023

Lease Liability

174,364

(179,372)

5,008 -

Total

174,364 (179,372) 5,008 -

For the year ended 31 March 2022

Lease Liability

307,207 (146,670) 13,827 174,364

Total

307,207 (146,670) 13,827 174,364

NOTE 22: COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE

-

-the operations, in financial years subsequent to reporting date, of the Group, or

-the results of those operations, or

-the state of affairs, in financial years subsequent to reporting date, of the Group.

1

Non-cash changes relate to the movement in unpaid interest in the term deposit balance. Interest on Lease Liability was recognised in

operating activities $5,008 (2022: $13,827).

$645,066oftheTermdepositsheldbyrelatedpartieshasbeenapprovedforearlywithdrawalon28April2023incompliancewithGeneral

Finance Limited ‘early repayment’ terms of offer criteria included in the General Finance Limited Product Disclosure Statement.

There has been no other matter or circumstance, which has arisen since reporting date that has significantly affected or may significantly affect:

TheGrouphasnomaterialcommitments(otherthanloanreceivablescommitmentsintheordinarycourseofbusinessasdescribedinnote11)or

contingent liabilities at reporting date (2022: none).

71

Ordinary shares
LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 9 June 2023)

Ordinary Shares

Rank Registered Holder

Ordinary Shares

Held

%

1

Borneo Capital Limited

1

127,010,424

34.93%

2 API No 1 Limited Partnership

86,956,522

23.92%

3 Lynn Landmark Michel & Mat Floyd Trustee Co (No 1) Limited

34,782,609

9.57%

4 Brent Douglas King

22,115,317

6.08%

5 Snowdon Peak Investments Limited

14,882,720

4.09%

6 Owen Arvind Daji

7,030,463

1.93%

7 Olivia Ling

6,667,775

1.83%

8 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant

6,511,945

1.79%

9 John Tomson

6,289,722

1.73%

10 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis

6,096,629

1.68%

11 Syed Hizam Alsagoff

4,000,000

1.10%

12 National Nominees Limited

3,386,383

0.93%

13 Zhenhua Qian

3,030,303

0.83%

14

New Zealand Depository Nominee Limited

1

2,717,305

0.75%

15 Garth William Ward

1,839,122

0.51%

16 Lik Sean Chang

1,494,305

0.41%

17 Sii Yih Ting

1,480,000

0.41%

18 CFS NBDT Interest Limited

1,387,280

0.38%

19 Saje Limited

1,333,333

0.37%

20 Koon Weng Lee

1,291,325

0.36%

340,303,482

93.60%

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

Allordinarysharesrankequallywithonevoteattachedtoeachordinaryshare.Ordinarysharesentitletheholdertoparticipateindividendsand

the proceeds on the winding up of the Company in proportion to the number of shares held.

The Company had one class of quoted financial products on issue during the year ended 31 March 2023.

General Capital Limited (the Company) is a listed company on the NZX Main Board. Prior to 1 July 2019 the Company was listed on the New

Zealand Alternative Market (NZAX).

1

Borneo Capital Limited's share holding has been adjusted for 88,510 shares purchased through Sharesies. These shares are held by New Zealand

Depository Nominee Limited on behalf of Sharesies Nominee Limited, therefore these were adjusted for Borneo Capital Limited shares.

72

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

SPREAD OF FINANCIAL PRODUCT HOLDERS (as at 9 June 2023)

Ordinary Shares

Size of Holding

Number of

Shareholders

%

Number of

Ordinary Shares

%

1 - 1,999

488

66.6%

29,966

0.0%

2,000 - 4,999

26

3.5%

73,452

0.0%

5,000 - 9,999

60

8.2%

445,807

0.1%

10,000 - 49,999

63

8.6%

1,471,740

0.4%

50,000 - 99,999

21

2.8%

1,495,688

0.4%

100,000 - 999,999

51

7.0%

15,368,296

4.2%

1,000,000 - 9,999,999

19

2.6%

58,942,434

16.3%

10,000,000 and over

5

0.7%

285,747,592

78.6%

733

100%

363,574,975

100%

Geographic Spread

New Zealand

626

85.4%

354,042,469

97.4%

Malaysia

66

9.0%

8,144,593

2.2%

Rest of World

41

5.6%

1,387,913

0.4%

733

100%

363,574,975

100%

SUBSTANTIAL PRODUCT HOLDERS (as at 31 March 2023)

The following information is provided pursuant to section 293 of the Financial Markets Conduct Act 2013.

Ordinary Shares

% of voting

(ordinary) shares at

balance date

Borneo Capital Limited 127,010,424

34.93%

API No 1 Limited Partnership 86,956,522

23.92%

Brent Douglas King

1

36,998,037

10.18%

Lynn Landmark Michel & Mat Floyd Trustee Co (No 1) Limited 34,782,609

9.57%

285,747,592

Total Ordinary Shares on issue as at 31 March 2023

363,574,975

1

Includes holding by Brent Douglas King personally and as a sole director and shareholder of Snowdon Peak Investments Limited.

As at 31 March 2023 the Company had the followingshareholders that are registered by the company as Substantial Product Holders in the

Company, having disclosed a relevant interest in quoted voting products under the Financial Markets Conduct Act 2013.

73

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

DIRECTORS' REMUNERATION AND OTHER BENEFITS FOR THE PERIOD ENDED 31 MARCH 2023

Directors Fees

2

Other Remuneration

$$

Rewi Hamid Bugo

1

49,450 15,000

Brent Douglas King

3

31,800 363,874

Huei Min Lim (ceased 31 May 2023)

30,300 -

Gregory Stephen James

16,000 -

Paul William Zingel

30,300 -

Megan Dominique Glen (appointed effective from 17 February 2023)

3,982 -

Simon John McArley

40,275 -

Donald Frederick Hattaway (director of subsidiary)

48,550 -

Robert Garry Hart (director of subsidiary)

31,800 -

Anton Steven Ian Douglas (director of subsidiary, appointed effective from 17 February 2023)

4,063 -

Gregory John Pearce (director of subsidiary)

35,000 82,276

321,520 461,150

$

Base salary

245,835

Car allowance

16,500

Bonus

12,000

Kiwisaver Employer Contributions

14,056

Cashed up annual leave

19,446

Commission

4

10,152

FY23 Share Profit Entitlement Accrual

5

45,885

Management Warrants

6

-

363,874

Other entitlements of the Managing Director:

1

Other remuneration paid to Rewi Hamid Bugo comprises allowance for travel that was accrued as at 31 March 2023.

2

The above fees are recorded exclusive of GST, if any.

5

Brent King is also entitled to a profit share of 8% of any amount by which the Group's net profit after tax exceeds the benchmark for that

year. That benchmark is the total equity of the Group at the commencement of the year, multiplied by the average Official Cash Rate for the

year (set by the Reserve Bank of New Zealand) plus 10% per annum. These amounts are to be paid quarterly based on estimates calculated

by the Group Chief Financial Officer. Share Profit entitlement was accrued as at 31 March 2023 as per the above.

6

On 27 September 2021, Brent Douglas King in his capacity as a senior manager of General Capital Limited was issued 4,250,000 warrants

that entitle the holder of each warrant to subscribe for cash for one ordinary share in the Company at an exercise price of 8.0 cents per share

at any time prior to 30 June 2023.

Also, on 27 September 2021, Brent Douglas King in his capacity as a senior manager of General Capital Limited was issued 4,250,000

warrants that entitle the holder of each warrant to subscribe for cash for one ordinary share in the Company at an exercise price of 9.0 cents

per share at any time prior to 30 June 2024.

4

Fortheyearended31March2023BrentDouglasKingwasentitledtoacommissionpaymentof10%ofallfeeincomeearnedbytheGroup.

For the avoidance of doubt, this excludes any fees earned by General Finance Limited in relation to its lending business.

3

Other remuneration paid to Brent Douglas King comprises salaries and other benefits paid to Brent Douglas King in his capacity as Managing

Director of General Capital Limited and its subsidiaries. Brent Douglas King's other remuneration is broken down below.

74

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

DIRECTORS INTEREST REGISTER

DIRECTORS DEALINGS IN QUOTED FINANCIAL PRODUCTS DURING THE YEAR ENDED 31 MARCH 2023

Date of

Transaction

Financial Product

Consideration

(received) / paid

$

Relevant Interest

Brent Douglas King

1

2/06/22Ordinary Shares1,099,833 Note 1

Rewi Hamid Bugo

2

Note 4Ordinary Shares

4,975

Note 2

Rewi Hamid Bugo

2

17/02/23 Ordinary Shares

3,677,755

Note 2

Gregory Stephen James

5/12/22Ordinary Shares

5,000

Gregory Stephen James 12/12/22 Ordinary Shares

1,200

Gregory Stephen James 14/12/22 Ordinary Shares

2,500

17/02/23 Ordinary Shares

5,000,000

Note 3a

Megan Dominique Glen

3b

17/02/23 Ordinary Shares

5,000,000

Note 3b

11/08/22 Ordinary Shares3,000

Relevant Interests

Other Notes

Number of Financial Products

Acquired / (disposed)

14,882,720

63,960,957

80,902

18,370

37,500

Anton Steven Ian Douglas

3a

(director of subsidiary)

88,510

3a

Deemed relevant interest by virtue of Anton Steven Ian Douglas being a beneficial owner of 14% interest in the total partnership interest on

issue of API No 1 Limited Partnership (the registered holder).

3b

Deemed relevant interest by virtue of Megan Dominique Glen owning more than 20% of the voting products of Minatoku Consulting Limited

holding 0.5% interest in the total partnership interest on issue of API No 1 Limited Partnership (the registered holder).

4

Between12July2022and29July2022,BorneoCapitalLimitedacquired,inaggregate,approximately88,510ordinarysharesinGeneralCapital

Limited through a total of 28 on-market trades executed via Sharesies.

Gregory John Pearce

(director of subsidiary)

50,000

1

Deemedrelevant interestbyvirtueof BrentDouglasKingowningmorethan20%ofthevotingproductsof SnowdenPeakInvestmentsLimited

(the registered holder).

2

DeemedrelevantinterestbyvirtueofRewiHamidBugoowningmorethan20%ofthevotingproductsofBorneoCapitalLimited(theregistered

holder).

86,956,522

86,956,522

75

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

DIRECTORS INTEREST REGISTER (CONTINUED)

DIRECTORS QUOTED FINANCIAL PRODUCT HOLDINGS AT 31 MARCH 2023

Ordinary Shares

Management

Warrants

NumberNumber

Rewi Hamid Bugo

1

127,010,424 -

Paul William Zingel

2

34,782,609 -

Simon John McArley

3

210,496 -

Brent Douglas King

8,9

22,115,317 8,500,000

Brent Douglas King

4

14,882,720 -

Huei Min Lim

33,590 -

Gregory Stephen James

440,925 -

86,956,522 -

Donald Frederick Hattaway (director of subsidiary)

6

892,890 -

Robert Garry Hart (director of subsidiary)

7

740,741 -

Gregory John Pearce (director of subsidiary)

50,000 -

288,116,234 8,500,000

Relevant Interests

Other Notes

2

Deemed relevant interest by virtue of Paul William Zingel being an associate of the trustees of Bedford Trust (the registered holders).

7

Deemed relevant interest by virtue of Robert Garry Hart being an associate of the trustees of Wilkinson-Hart Family Trust (the registered

holders).

5b

Deemed relevant interest by virtue of Anton Steven Ian Douglas being a beneficial owner of 14% interest in the total partnership interest on

issue of API No 1 Limited Partnership (the registered holder).

3

DeemedrelevantinterestbyvirtueofSimonJohnMcArleybeingatrusteeoftheProspectRoadFamilyTrust,thebeneficialowneroftheshares

issued by Prospect Road Investments Limited (the registered holder).

8

On 27 September 2021, Brent Douglas King in his capacity as a senior manager of GeneralCapital Limitedwas issued4,250,000 warrantsthat

entitletheholderofeachwarranttosubscribeforcashforoneordinaryshareintheCompanyatanexercisepriceof8.0centspershareatany

time prior to 30 June 2023.

9

On 27 September 2021, Brent Douglas King in his capacity as a senior manager of GeneralCapital Limitedwas issued4,250,000 warrantsthat

entitletheholderofeachwarranttosubscribeforcashforoneordinaryshareintheCompanyatanexercisepriceof9.0centspershareatany

time prior to 30 June 2024

.

Megan Dominique Glen

5a

Anton Steven Ian Douglas

5b

(director of subsidiary)

6

Deemed relevant interest by virtue of Donald Frederick Hattaway being a director of Casrom Trustee Company Limited a trustee of Romana

Benevolent Trust (the registered holders).

4

Deemedrelevant interestbyvirtueof BrentDouglasKingowningmorethan20%ofthevotingproductsof SnowdenPeakInvestmentsLimited

(the registered holder).

5a

Deemed relevant interest by virtue of Megan Dominique Glen owning more than 20% of the voting products of Minatoku Consulting Limited

holding 0.5% interest in the total partnership interest on issue of API No 1 Limited Partnership (the registered holder).

1

DeemedrelevantinterestbyvirtueofRewiHamidBugoowningmorethan20%ofthevotingproductsofBorneoCapitalLimited(theregistered

holder).

76

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

DIRECTORS INTEREST REGISTER (CONTINUED)

During the year ended 31 March 2023, pursuant to section 140 of the Companies Act 1993 the directors disclosed the following interests:

Brent Douglas King

CBC Greenfern LimitedKohaus Limited

CBC Tetramed LimitedMoneyonline Limited

Equity Investment Advisers LimitedRed Hot Investments Limited

Greenfern Industries LimitedSharechat.co.nz Limited

King Capital & Investment Corporation Limited Snowdon Peak Investments Limited

Michel Developments Limited

Hartajaya Investments Limited Restaurant Brands New Zealand Limited

Kaya Investments Limited SP Corporation Limited (from 14.06.22)

Minatoku Consulting Limited

The Matheson James Trust

The Jagan Trust

A.I.S. Limited

Askridg e Holding s Limited

Barte r Investments Limited

Cannabis & BioScience Corporation Limited

CB C Manuka Limited

Pau l William Zingel

Bedfor d Trust

Re wi Hami d Bugo

Borneo Capital Limited

Huei Min Lim (retired 31 May 2023)

Asia Ne w Zealan d Foundation

Aucklan d Region al Amenitie s Fundi ng Board

Mega n Dominique Glen

AP I No1 Limited Partnership

Gregor y Stephe n James

Finde x NZ Limited

The Benjam in Jame s Trust

Simo n Joh n McArley

Beaconsfield Nominee s Limited

Greenfern Industries LimitedProspect Road Investments Limited

Donald Frederick Hattaway (director of subsidiary)

Casrom Trustee Company LimitedRomana Benevolent Trust

Anton Steven Ian Douglas (director of subsidiary)

API No 1 Limited PartnershipGrey River Capital Advisors LimitedIHC Foundation

A&B Douglas Family TrustGrey River Capital Investments LimitedOruatua Trustee Limited

Douglas Family Investment Trust

Robert Garry Hart (director of subsidiary)

Balloons Over Waikato Charitable Trust Wilkinson-Hart LPDDR Limited

Te Puke Cricket TrustWilkinson-Hart GP LimitedRichardsons Cricket Limited

Wilkinson-Hart Trustees LimitedEllice Tanner Hart Limited

Wilkinson-Hart Family TrustProject Mansell Limited

Wilkinson-Hart#2 Family TrustProject One (Norfolk Downs Limited)

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993, the Group has provided insurance for directors and employees of the Group for

losses from actions undertaken in the course of their duties.

New Zealand Osteopathic Children's

Foundation Charitable Trust

77

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

EMPLOYEE REMUNERATION

Remuneration Range20232022

$100,000 - $109,999--

$110,000 - $119,999--

$120,000 - $129,999--

$130,000 - $139,99921

$140,000 - $149,999--

$150,000 - $159,000--

$160,000 - $169,999--

$170,000 - $179,999--

$180,000 - $189,999--

$190,000 - $199,999-1

$200,000 - $209,9991-

DONATIONS MADE

During the year ended 31 March 2023 the Group made total donations of $11,415.

Duringtheyearended31March2023,thenumberofemployeesorformeremployeesoftheGroupnotbeingdirectorsofGeneralCapitalLimited

orsubsidiaries,whoreceivedremunerationandotherbenefitsintheircapacityasemployees,thevalueofwhichexceeded$100,000fortheyear

was as follows:

Number of Employees

78

REGISTERED OFFICE:General Capital Limited
Level 8, General Capital House

115 Queen Street

Auckland 1010

New Zealand

PO Box 1314

Shortland Street

Auckland 1010

New Zealand

Email:info@gencap.co.nz

Web:www.gencap.co.nz

Phone:(09) 526 5000

AUDITOR:Grant Thornton New Zealand Audit Limited

Level 4, Grant Thornton House

152 Fanshawe Street

Auckland CBD

Auckland 1010

SHARE REGISTER:Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

BANKERS:Bank of New Zealand

ANZ Bank New Zealand Limited

ASB Bank Limited

Westpac New Zealand Limited

Heartland Bank Limited

GENERAL CAPITAL LIMITED

CORPORATE DIRECTORY

79

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.

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