General Capital (GEN.NZ) Releases 2023 Annual Report
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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