Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2023

Annual Report26 October 2023HLGConsumer Discretionary

MALCOM FORDMALCOM FORD
DIRECTOR

WARREN BELLWARREN BELL

CHAIRMAN

HIGHLIGHTS HIGHLIGHTS 0202

CHAIRMAN’S REPORT CHAIRMAN’S REPORT 0404

CHIEF EXECUTIVE CHIEF EXECUTIVE

OFFICER’S REPORT OFFICER’S REPORT 0606

SUSTAINABILITY MATTERS SUSTAINABILITY MATTERS 1010

HALLENSTEIN BROTHERS HALLENSTEIN BROTHERS 1616

GLASSONS GLASSONS 1818

INDEPENDENT AUDITOR’S INDEPENDENT AUDITOR’S

REPORT REPORT 2222

FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2626

GENERAL DISCLOSURES GENERAL DISCLOSURES 5858

CORPORATE GOVERNANCE CORPORATE GOVERNANCE

STATEMENT STATEMENT 6363

SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION 7070

DIRECTORY & CALENDAR DIRECTORY & CALENDAR 7272

IN THE FINANCIAL YEAR 2023, WE IN THE FINANCIAL YEAR 2023, WE

MARKED THE FIRST UNINTERRUPTED MARKED THE FIRST UNINTERRUPTED

YEAR OF TRADE POST THE COVID-19 YEAR OF TRADE POST THE COVID-19

PANDEMIC, WHICH TRANSLATED PANDEMIC, WHICH TRANSLATED

INTO A RECORD-BREAKING SALES INTO A RECORD-BREAKING SALES

PERFORMANCE FOR THE GROUPPERFORMANCE FOR THE GROUP..

During the latter half of the financial year, we confronted

fresh challenges, including increasing inflation, elevated

interest rates, and a mounting cost of living crisis. It is

gratifying to note that our dedicated team adeptly steered

through these hurdles, ultimately delivering yet another

commendable outcome.

THIS ANNUAL REPORT IS DATED 27

TH

OCTOBER 2023

AND IS SIGNED ON BEHALF OF THE BOARD BY

1

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
2

HIGHLIGHTSHIGHLIGHTS

2,148

TEAM MEMBERSTEAM MEMBERS

117

TOTAL STORESTOTAL STORES

FOLLOWING THE EASING OF COVID-19

RESTRICTIONS, WE OBSERVED A SIGNIFICANT

RETURN OF CUSTOMERS TO OUR STORES AND

FOOTFALL NUMBERS INCREASED SIGNIFICANTLY.

IT IS APPARENT THAT CUSTOMERS STILL WANT

THE PHYSICAL RETAIL EXPERIENCE TO SUPPORT

THE ONLINE EXPERIENCE, THUS WE HAVE

CONTINUED TO INVEST IN OUR STORES.

STUART DUNCANSTUART DUNCAN

CHIEF EXECUTIVE OFFICER

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
3

18.3

% OF TOTAL REVENUE % OF TOTAL REVENUE

THROUGH ONLINE RETAILTHROUGH ONLINE RETAIL

DOWN FROM 27.9% IN 2022DOWN FROM 27.9% IN 2022

53.61

EARNINGS PER ORDINARY SHAREEARNINGS PER ORDINARY SHARE

%

CENTSCENTS

410

SALESSALES

UP 16.7%UP 16.7%

M

$

32

PROFIT AFTER TAXPROFIT AFTER TAX

UP 24.9%UP 24.9%

M

$

96

TOTAL EQUITYTOTAL EQUITY

M

203

TOTAL ASSETSTOTAL ASSETS

M

$

$

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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THE COMPANY ADVISES THAT THE COMPANY ADVISES THAT

GROUP SALES FOR THE 12 GROUP SALES FOR THE 12

MONTHS TO 1 AUGUST 2023 MONTHS TO 1 AUGUST 2023

WERE $409.71 MILLION WHICH WERE $409.71 MILLION WHICH

WERE +16.7% UP ON THE PRIOR WERE +16.7% UP ON THE PRIOR

YEAR ($351.21 MILLION). YEAR ($351.21 MILLION).

The audited net profit after tax for the 12

months was $31.98 million, an increase of

+24.9% on the prior corresponding period

($25.61 million).

All brands’ sales performance were well

ahead of the prior corresponding period.

This can be in part attributed to the adverse

impact in the prior year of the numerous

lockdowns in both New Zealand and

Australia, with stores closed and 5,432

trading days lost in the first half of the 2022

financial year. However, sales continued to

trade above the prior year, although at a

lesser amount, throughout the second half,

which was pleasing given the economic

environment and the cost-of-living crisis

experienced during this time.

REPORTREPORT

CHAIRMAN’SCHAIRMAN’S

WARREN BELLWARREN BELL

CHAIRMANCHAIRMAN

GROUP SALESGROUP SALES

18.3%

OF GROUP TURNOVEROF GROUP TURNOVER

$

409.71

ONLINE SALESONLINE SALES

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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Gross margin held steady during the year at

57.3% compared to 57.6% in the prior year.

The exchange rate remained challenging

throughout the year, notably down on the

prior corresponding period. Despite this,

gross margin was able to be maintained

due to the focus placed on negotiating

better prices with suppliers, an improvement

in freight costs throughout the year as

availability improved and costs gradually

returning to pre-COVID levels.

During the financial year there was a

continued focus on reducing operating costs

wherever possible given the high inflationary

environment locally and globally. Inventory

levels were managed well to preserve

liquidity and ended the year lower than

the prior corresponding period. This gives

the Group the flexibility needed to adjust

to the trading environment as it continues

to evolve. The balance sheet remains in

a strong position with improved working

capital compared to the prior corresponding

period and a healthy cash reserve.

During the financial year the Group

implemented intercompany charges to

reflect brand value provided by New

Zealand for the benefit of Australia,

procurement services provided by New

Zealand to Australia, and management

services provided by one related entity to

another. These charges have impacted the

profit before income tax of the segments

reported and are therefore not directly

comparable to the prior corresponding

period segment results. These charges have

been implemented based on professional

advice and are consistent with comparable

industry benchmarks.

GLASSONS - AUSTRALIAGLASSONS - AUSTRALIA

Sales in Australia were $191.23 million

which was an increase of +21.8% on the

prior corresponding period. Net profit after

tax was $17.11 million, a decrease of -10.5%

on the prior corresponding period ($19.11

million). As noted above, the current year

profit has been impacted by intercompany

charges implemented during the year.

During the year, a new store was opened in

Macarthur Square, Sydney. Several stores

were extended and refurbished during the

year including the Pacific Fair, Carindale,

and Indooroopilly stores in Queensland; the

Chapel Street, Melbourne Central, Frankston

and Eastlands stores in Victoria; and the

Birkenhead store in New South Wales.

Further refurbishments and new store

openings are planned in the next six months,

including a second store in Adelaide in

Rundle Mall due to open in February 2024.

Additional office and warehouse space was

taken adjacent to the current Fulfilment

Centre in Sydney to ensure adequate space

was in place to support the expected future

growth of the Australian operations.

GLASSONS - NEW ZEALANDGLASSONS - NEW ZEALAND

Sales in New Zealand for the year were

$112.45 million, an increase of +7.7% on the

prior corresponding period. Net profit after

tax was $10.89 million, an increase of +167.1%

on the prior corresponding period ($4.08

million). As noted above, the current year

profit has been impacted by intercompany

charges implemented during the year.

Over the last year, the Botany store in

Auckland and the Napier store were

refurbished, and the Albany store was

relocated to a new location in the mall just

after year end in September 2023. The

Christchurch CBD store is in the process

of being relocated and moved to a pop-up

location in July where it continues to trade

until the new store is ready in November

2023.

Online sales continue to be a significant

contribution to sales, although this has

reduced compared to the COVID lockdown

period. Digital investment is sustained to

ensure that growth continues. The Glassons

App now has over 1.5 million downloads, and

more functions are being added regularly to

enhance the user experience.

Glassons maintains an ability to stay at

the forefront of trends due to the brands

deep understanding of their customer

base, a commitment to staying agile and

responsive and a willingness to adapt. This

is supported by our commitment to quality,

balanced with affordability and our focus on

sustainability to ensure that Glassons is in a

good shape heading into the new financial

year.

HALLENSTEIN BROTHERSHALLENSTEIN BROTHERS

Sales for the 12-month period were $106.03

million (including Australia), an increase

of +17.9% on the prior corresponding

period. Net profit after tax was $3.89

million, an increase of +85.7% on the prior

corresponding period ($2.09 million).

During the year, the Invercargill store was

relocated to the new Invercargill Central

mall and was fitted with a new concept

design. The Palmerston North store was

also refurbished with the new concept

design. In July 2023 the Christchurch CBD

was relocated to a new location in the

city center. Also in July, the Newmarket

store in Auckland was closed. Further

refurbishments are planned in the next

six months. In Australia, the Garden City

store was moved into a temporary site

in July and will open in a new location in

November 2023.

While sales in formal tailored products have

continued to decline, Hallenstein Brothers

have successfully adapted their range to

offer a diverse range of quality, on trend

and affordable products. Online sales are

still a key contributor to growth and the

team have a commitment to customer

satisfaction that helps the brand appeal


to their customers and their continued

growth, on both sides of the Tasman, in


a competitive market.

E-COMMERCEE-COMMERCE

Online sales declined over the period by

-23.5% against the prior corresponding

period. This decline marks the impact of

the COVID disruptions experienced at the

beginning of the 2022 financial year, but

also is in part due to a strong drive from

customers to get back into the physical

stores post COVID, which has seen the

demand for online shopping reduce

compared to recent comparative periods.

Online sales now represent 18.29% of total

sales for the full financial year, down from

27.88% in the prior corresponding period.

While declining compared to the periods

impacted by COVID, online sales are 71.4%

higher than the 2019 financial year (the

last comparative with no COVID impact).

In 2019 online sales represented 15.20% of

total sales. There is a continued focus on

digital development and marketing across

the Group to drive engagement across all

channels and ensure that customers enjoy


a true omni channel experience.

DIVIDEND DIVIDEND

The Directors have declared a final dividend

of 24 cents per share (partially imputed at

75%) (24 cents per share not imputed last

year) to be paid on 15th December 2023.

Together with the interim dividend of 24

cents per share that was paid on 19th April

2023, the full year dividend is 48 cents per

share. The dividend payment is able to be

maintained as the Company’s balance sheet

continues to remain strong, and inventory

levels well controlled. The intercompany

charges implemented during the year has

resulted in greater profitability in New

Zealand and therefore improved imputation

credits available for our New Zealand

shareholders.

FUTURE OUTLOOK FUTURE OUTLOOK

The first eight weeks of the new financial

year have seen Group sales decline by

-5.86% on the prior corresponding period.

The current economic conditions and cost-

of-living pressures are impacting on the

consumers spending habits across both

countries and brands. This was coupled with

an unseasonably warm winter which made

clearing winter products more challenging.

We have been encouraged by the reaction

to the new season product as it has been

released in recent weeks.

It has been pleasing to see gross margin

tracking ahead of the prior year, despite

the continued strengthening of the USD

exchange rate. This reflects the strong

relationships we have with our suppliers

and the lower freight costs compared to

the prior year. We continue to look for

operational and cost efficiencies, while

remaining agile with our product offerings

to ensure we are well positioned for the

upcoming peak trade period.

A further update will be provided at

the Annual Meeting of Shareholders in

December 2023.

5

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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REPORT

GROUP CEO GROUP CEO

During the latter half of the financial

year, we confronted fresh challenges,

including increasing inflation, elevated

interest rates, and a mounting cost of

living crisis. It is gratifying to note that

our dedicated team adeptly steered

through these hurdles, ultimately

delivering yet another commendable

outcome.

We successfully maintained our

margins in the face of persistent

cost pressures throughout the

period. We worked closely with our

long-term third-party suppliers to

secure competitive pricing without

compromising product quality.

Moreover, our freight services and

lead times have stabilised, reverting

to pre-COVID levels.

This not only bolstered our margins

but also facilitated a reduction in

stock levels throughout our business.

Cost of doing business has also

increased but there is a continued

focus on keeping this in check to

sustain profitability going into the

new financial year.

Throughout the year, we faced

higher operational costs due to

rising minimum wages in the markets

we operate in, as well as increased

expenses caused by global economic

inflation. To address this, we made

cost adjustments while simultaneously

maintaining our brand investments.

As the world began to open up again,

our teams have resumed visiting

suppliers and restarted buying trips.

While the second half was more

challenging than the first, it was good

to see sales growth on both sides

of the Tasman. Glassons maintains

its position as a leading fashion

brand, showing remarkable agility in

responding to customer demands and

staying relevant in the markets where

it operates. Furthermore, we are

committed to expanding our physical

store footprint in Australia and making

strategic investments in digital in both

markets. Hallenstein Brothers continue

to adjust their product offerings to

include a diverse range of quality, on-

trend, and affordable items as tailored

sales have now stabilised at a much

lower share of revenue. This flexibility

in their product range allows them to

cater to a broader customer base in

New Zealand and Australia.

IN THE FINANCIAL YEAR 2023, WE MARKED THE FIRST UNINTERRUPTED YEAR

OF TRADE POST THE COVID-19 PANDEMIC, WHICH TRANSLATED INTO

A RECORD-BREAKING SALES PERFORMANCE FOR THE GROUP.

7
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023

RETAILRETAIL

Following the easing of COVID-19 restrictions, we observed

a significant return of customers to our stores and footfall

numbers increased significantly. It is apparent that

customers still want the physical retail experience to support

the online experience, thus we have continued to invest

in our stores. Over the last financial year we have opened

a new Glassons Store in Australia as well as refurbishing

eight stores. In Glassons New Zealand two stores were

refurbished with another two already completed in the first

few months of the new season. Hallensteins Brothers had

three refurbished stores over the last financial year with two

currently underway in Australia and New Zealand. In addition

to the physical appearance of our stores, investment has

been made in training our staff. The introduction of more

enhanced technology will improve the customer experience,

showing our commitment to staying up-to-date with

industry trends and meeting customer expectations.

DIGITALDIGITAL

Despite a decline in digital sales during the financial year, they remained significantly higher, up over 71% compared

to pre-pandemic levels. Digital sales continue to play a crucial role in our business, constituting 18.3% of total Group sales.

Our substantial investment in digital platforms is vital as consumer expectations for superior online experiences grow.

The team also continue to produce world-class marketing campaigns across the digital channels.

The Glassons App now has over 1.5 million downloads, with new functionality being added regularly enhancing users

experience and allowing our customers to seamlessly switch between online and physical purchasing.

Hallensteins Brothers focus on customer engagement has increased their following across their social channels in New

Zealand and Australia. This, inline with the investment in the website has led to increased online sales particularly in Australia.

We are committed to ongoing investment and focus on digital strategies to drive further growth in online sales and to

maintain our position as market leaders in this area.

117

STORES ACROSSSTORES ACROSS

THE GROUPTHE GROUP

1

NEW NEW

STORESTORE

13

STORESSTORES

REFURBISHEDREFURBISHED

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
PRODUCT PRODUCT

Our Buying Teams have been

working closer than ever with our

suppliers, collaborating to create

high-quality, on-trend clothing

at affordable prices. There has

been significant investment in our

speed to market and cost price

management. With the teams being

able to travel again, they can stay up

to date with international trends and

work closely with our key suppliers

in China, India, and Bangladesh to

develop new products. Producing

relevant and desirable products

remains at the core of our business,

and we are dedicated to driving

product innovation to maintain

our leadership in the market.

SUSTAINABILITYSUSTAINABILITY

In our ongoing sustainability

journey, we've encountered a

changing world that constantly

challenges our awareness. From

the ongoing climate crisis to the

critical need for fair and ethical

supply chains, we understand that

sustainability is not a choice but

an imperative. We are committed

to producing garments from more

sustainable materials and working

towards obtaining certifications

that highlight our efforts.

We're expanding our audits

throughout the supply chain,

collaborating with suppliers to

enhance standards, and focusing

on important issues like gender

equality, worker representation,

quality control, and fair wages.

While there is more work ahead,

we are taking steps in the right

direction. Central to our strategy

is maintaining integrity and

transparency, principles that guide

everything we do. For more details,

you can visit our regularly updated

sustainability pages on our websites.

8

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
OUTLOOKOUTLOOK

In the new financial year, we anticipate that the

Australasian retail sector, like the broader economy, will

continue to be greatly influenced by ongoing uncertainties.

These include global economic conditions, customer

sentiment, cost pressures and higher interest rates.

Despite the challenges, there have been positive reactions

to our new season products, and we are pleased that

the gross margin is in a favourable position compared

to the previous year.

While we acknowledge the challenges stemming from

foreign exchange pressures and rising costs due to

inflation, we remain committed to our strategic direction.

To mitigate the effects of rising costs, we will implement

cost saving measures throughout the year. We recognize

that trading conditions could be challenging, and we

are prepared for these potential difficulties. Our focus

is on consistently delivering high-quality, affordable

fashion products to our customers, all while upholding

our sustainability principles. We'll continue to invest in

digital to enhance customer engagement, as well as make

improvements to our physical stores for an exceptional

customer experience. This strategic approach, coupled

with our dedication to operating excellence and investing

in our team puts us in a good position for the new

financial year.

In conclusion, I would like to express my gratitude to

the team for their continued loyalty and commitment

to our business. With their support and dedication,

I am confident that the Group is well-positioned for a

successful future.

9

STUART DUNCANSTUART DUNCAN

CHIEF EXECUTIVE OFFICER

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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SUSTAINABILITYSUSTAINABILITY

MATTERS

This is our fourth year of sustainability reporting. During that time, we’ve stayed true to

our strategy, a journey that embraces a genuine goal of doing more and doing better.

Basing our business practices on our sustainability framework, grounded in our three

pillars (People, Planet, Product), helps us to focus our efforts to do better.

Following is a summary of the report but you can read the full version on the

Group website at www.hallensteinglasson.co.nz/sustainability

11
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023

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TO BUILD A BUSINESS ON A FIRM FOUNDATION OF INTEGRITY

Diverse

Workforce

Safe Working

Environment

Career

Development

Carbon

Footprint

Climate

Change

Preparation

Environmental

Impact

Sourcing

Materials

Product

Stewardship

Ethical

Factories

To create

an inclusive

workplace

culture.

Deliver a

workplace

where

employees feel

secure and

enjoy a safe

space.

Provide

opportunity

to further

development

of career

aspirations

and goals.

Provide

meaningful

change by

reducing and

offsetting

our carbon

footprint.

Tackle

climate change

and build a

globally

climate

resilient

business.

Minimise the

environmental

impacts

of our

operations.

Source

materials that

minimise the

environmental

impact.

Support a

considered

transition

from a linear

to a circular

model.

Partnering

with supplier

factories

that uphold

international

labour rights.

Diversity

& Inclusion

Worker

wellbeing

Investing

in people

Reduction

roadmap

Mitigate

for future

scenarios

Reduce

waste

Affordability

of products

End

of life

Worker

welfare

Work-life

balance

Training

& Education

Minimising

risk to people,

communities

and property

Energy

efficiency

Cruelty free

fashion

Product

Planet

People

COMMUNICATE OUR STRATEGY CLEARLY TO STAFF, CUSTOMERS AND SHAREHOLDERS

IMPORTANT ISSUES

GOAL

FOCUS AREA

PILLARS

VISION

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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CERTIFICATIONSINCREASEREDUCE

OCS/GRS

Certified Organic or Recycled

cotton

Conventional cotton

EUROPEAN FLAX

®

Certified Eco linenNon Certified linen

LENZING™ ECOVERO™

Certified Eco viscoseNon Certified viscose

GRS

Certified Recycled polyester

Virgin

polyester

GRS

Certified Recycled nylonVirgin nylon

GRS

Certified Recycled woolVirgin wool

At HGH, we’re all about designing and retailing quality menswear, womenswear, and accessories. Our products,

how they’re made, and what they’re made from, are at the core of our sustainability strategy. Choosing materials

that are sustainably sourced is key. What do we mean by this?

In 2022, we launched our Fabric Matrix, which lists our preferred lower-impact materials.

A SNAPSHOT OF OUR 2023 FOCUS AREAS ARE:

1. SOURCING MATERIALS1. SOURCING MATERIALS

PRODUCT PILLARPRODUCT PILLAR

We’re a retailer, so we don’t own or manage the factories that make our

garments. But we want to make sure that our suppliers meet our high

ethical and quality standards. We choose our suppliers carefully, seeking

transparency, close working relationships and a joint dedication to high

standards. These standards include:

STRONG ETHICS

An ethical factory is one which focuses on worker welfare and has a safe

working environment. It upholds international labour rights and respects

the environment.

GOOD VISIBILITY

We want to know who is in our supply chain and how they operate.

We achieve visibility through:

— auditing

— partners such as Qualspec SGT and QIMA

— eyes and ears on the ground, we visit our factories to check conditions

first-hand.

2. ETHICAL FACTORIES2. ETHICAL FACTORIES

DO NOT USE

Angora

Silk

Fur

Mohair

Exotic skins

FABRIC SOURCING MATRIXFABRIC SOURCING MATRIX

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
13

PLANET PILLARPLANET PILLAR

In our 2022 report, we talked about creating our Carbon

Reduction Roadmap. It’s been one of our biggest-ever

projects and required us to measure our carbon footprint

– no small task! We have spent the last few years working

with our partners to ensure we can measure our carbon

footprint as accurately as possible. We have engaged

carbon specialists, Tadpole, to keep us moving in the right

direction, and over the next six months, we’ll finalise our

roadmap using science-based targets to help us achieve

meaningful carbon reduction.

1. OUR CLIMATE JOURNEY1. OUR CLIMATE JOURNEY

We know we need to work hard in this area, collaborating

with key partners to maximize the three Rs: Reduce, Reuse,

Recycle. We are lucky to be partnering with EnviroWaste,

Waste Pro, and the Better Packaging Co., to ensure that we

can stay focused with our goals to reduce our waste.

2. LESS IS MORE2. LESS IS MORE

THREE RS CONTINUE TO BE OUR FOCUS –

REDUCE, REUSE, RECYCLE

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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We value our employees and we’re very aware that ongoing

training and development is the key to our success as a

business. Whether in-house or further afield, organising

education and training opportunities for our people is an

investment we’re happy to make. Made with Care extends

to our people too.

In the last 12 months our employees have participated in

further education opportunities abroad

— Harvard Leadership Training

— National Retail Federation Retailer’s Big Show (New York)

— KiwiSaver Workshop at HGH New Zealand head office

1. INVESTING IN OUR TEAM1. INVESTING IN OUR TEAM

PEOPLE PILLARPEOPLE PILLAR

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
15

The knowledge, empathy, and attitude of HGH managers

and leaders can have a big positive impact on the

wellbeing of our wider workforce. Retail attracts a

predominantly young workforce, and this puts managers

and team leaders in a position where their colleagues

trust and depend on them for help. So in 2023, we’ve

put more focus on supporting these key team members

through mental health and wellbeing workshops.

2. CARING FOR OUR TEAM2. CARING FOR OUR TEAM

WORKING WITH RAISE

Hallenstein Brothers teamed up with Raise to roll out

a series of mental health and wellbeing workshops for

managers and team leaders.

WORKING WITH FIBREHR

Glassons Australia regional managers attended a session

on workplace mental health and how to create a safe

and healthy work environment hosted by specialist HR

consulting firm FibreHR .

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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106

TOTAL SALESTOTAL SALES

M

UP +17.9%

$

41

4

NEW ZEALAND

STORESSTORES

AUSTRALIA

STORESSTORES

INSTAGRAM INSTAGRAM

FOLLOWERSFOLLOWERS

57. 9

TIKTOK TIKTOK

FOLLOWERSFOLLOWERS

81.4

K

K

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
17

106

HALLENSTEIN BROTHERS

CONTINUE TO ADJUST THEIR

PRODUCT OFFERINGS TO

INCLUDE A DIVERSE RANGE

OF QUALITY, ON-TREND,

AND AFFORDABLE ITEMS.

STUART DUNCANSTUART DUNCAN

CHIEF EXECUTIVE OFFICER

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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112

M

NEW ZEALAND SALESNEW ZEALAND SALES

UP +7.7%

$

AUSTRALIAN SALESAUSTRALIAN SALES

191

M

UP +21.8%

$

36

36

NEW ZEAL AND

STORESSTORES

AUSTRALIA

STORES

HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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INSTAGRAM INSTAGRAM

FOLLOWERSFOLLOWERS

682

TIKTOK TIKTOK

FOLLOWERSFOLLOWERS

201.3

K

K

WE ARE COMMITTED

TO EXPANDING

OUR PHYSICAL

STORE FOOTPRINT

IN AUSTRALIA AND

MAKING STRATEGIC

INVESTMENTS IN

DIGITAL IN BOTH

MARKETS.

STUART DUNCANSTUART DUNCAN

CHIEF EXECUTIVE OFFICER

20
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023

21
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023

21

22
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2021, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 1 August 2021;

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

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

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

●the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

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

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

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

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

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2021, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 1 August 2021;

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

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

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

●the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

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

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

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

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

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

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2023, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

the statement of financial position as at 1 August 2023;

the statement of comprehensive income for the year then ended;

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

the statement of cashflows for the year then ended; and

the notes to the accounts, which include significant accounting policies and other explanatory

information.

Basis for opinion

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

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

further described in the Auditor’s responsibilities for the audit of the financial statementssection of our

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards)issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. The provision of these other

services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the 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 REPORTINDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

23
PwC

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

Inventory valuation

As at 1 A ugust 2021, the Group held

$27.8 million (2020: $24.6 million) of

finished goods, net of inventory

adjustments of $1.4 million (2020: $0.4

million). Given the size of the inventory

balance relative to the total assets of the

Group and the estimates and judgements

described below, the valuation of

inventory required significant

audit attention and is a key audit matter.

As disclosed in Note 3.2, inventory is held

at the lower of cost and net

realisable value (NRV) determined using

the weighted average cost method. At

year end, the valuation of inventory is

reviewed by management and the

carrying value of inventory is reduced

where inventory is forecast to be sold

below cost.

The inventory adjustment is determined

based on various factors including

historical data, current trends and product

information from buyers. Determining the

appropriate level of provisioning involves

judgement and the application of

assumptions including management’s

expectations of future sales levels and

estimation of selling price adjustments.

We have performed the following procedures over

the valuation of inventory:

●For a sample of inventory items, tested costing to

supplier invoices and shipping documents;

●We tested that the ageing report used by

management correctly aged inventory items by

agreeing a sample of aged inventory items to the

date of purchase as shown on third party invoices;

●On a sample basis we tested the net realisable

value of inventory items to recent selling prices;

●We assessed the percentage write down applied

to older inventory with reference to historic

inventory write downs and recoveries on slow

moving inventory;

●We re-perfomed the calculation of the inventory

write down;

●Considered the impact of COVID-19 on the

inventory valuation by discussing the impact with

management and considering the impact on slow

moving items on the NRV calculations;

●We also made enquires of management, including

those outside of the finance function, and

considered the results of our testing above to

determine whether any specific write downs were

required; and

●Reviewed the appropriateness of disclosures in

the financial statements.

From the procedures performed no material

exceptions were identified.

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

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2021, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 1 August 2021;

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

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

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

●the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

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

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

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PwC

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

Inventory valuation

As at 1 August 2023, the Group held

$31.0 million of finished goods, net of

inventory adjustments of $0.3 million.

Given the size of the inventory balance,

and the estimates and judgements

described below, the valuation of

inventory required significant audit

attention and is a key audit matter.

As disclosed in Note 3.2, inventories are

held at the lower of cost and net realisable

value (NRV). At year end, the valuation of

inventory is reviewed by management and

its cost is reduced where inventory is

forecast to be sold below cost.

The inventory adjustment is determined

based on various factors including

historical data, current trends, inventory

ageing and product information from

buyers. Determining the appropriate level

of provisioning involves judgement and

the application of assumptions including

management's estimation of future selling

prices.

Our audit procedures included:

for a sample of inventory items, testing inventory

costing to supporting documentation;

testing the accuracy of the ageing report used by

management to calculate inventory provisions by

agreeing a sample of aged inventory items to

supporting documentation;

for a sample of inventory items, testing the net

realisable value of inventory items to selling

prices;

performing analytical procedures on selected

inventory provisions to assess their

reasonableness and that they appropriately met

our expectations;

enquiries of management and considered the

results of our testing above to determine whether

any specific write downs were required; and

reviewing the appropriateness of disclosures in

the financial statements.

Our audit approach

Overview

Overall group materiality: $2.27 million, which represents approximately

5% of Group profit before tax.

We chose Group profit before tax as the benchmark because, in our view,

it is the benchmark against which the performance of the Group is most

commonly measured by users, and is a generally accepted benchmark.

Our Group audit scoping focussed on the major operating subsidiaries

which were selected based on their contribution to the Group’s revenue or

profit before tax. We performed substantive analytical procedures over the

other subsidiaries.

As reported above, we have one key audit matter being inventory

valuation.

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

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

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

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

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

misstatement due to fraud.

INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

24
PwC

Our audit approach

Overview

Overall group materiality: $2.3 million, which represents

approximately 5% of Group profit before tax.

We chose Group profit before tax as the benchmark because, in our

view, it is the benchmark against which the performance of the

Group is most commonly measured by users, and is a generally

accepted benchmark.

Our Group audit scope focused on the major operating locations. In

aggregate, the locations selected as part of our audit scoping

contributed 98% of the Group’s Revenue and 99% of the Group’s

profit before tax.

We agreed with the Audit and Risk Committee that we would report

to them any misstatements identified during our audit above

$100,000 as well as misstatements below that amount that, in our

view, warranted reporting for qualitative reasons.

As reported above, we have one key audit matter, being:

●Inventory valuation

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

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

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

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

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

misstatement due to fraud.

Materiality

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

reasonable assurance about whether the financial statements are free from material misstatement.

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

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

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

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

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

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

How we tailored our group audit scope

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

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

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

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

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2021, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 1 August 2021;

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

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

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

●the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

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

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

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PwC

Materiality

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

reasonable assurance about whether the financial statements are free from material misstatement.

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

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

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

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

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

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

How we tailored our group audit scope

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

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

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

Other information

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

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

auditor's report thereon. The Annual report is expected to be made available to us after the date of this

auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express

any form of audit opinion or assurance conclusion thereon.

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

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

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

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

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

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

25
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the

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

position of the Group as at 1 August 2021, its financial performance and its cash flows for the year

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

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

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 1 August 2021;

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

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

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

●the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

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

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

report.

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

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and tax advisory

services. In addition, certain partners and employees of our firm may deal with the Group on normal

terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

Key audit matters

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

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

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PwC

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

Inventory valuation

As at 1 A ugust 2021, the Group held

$27.8 million (2020: $24.6 million) of

finished goods, net of inventory

adjustments of $1.4 million (2020: $0.4

million). Given the size of the inventory

balance relative to the total assets of the

Group and the estimates and judgements

described below, the valuation of

inventory required significant

audit attention and is a key audit matter.

As disclosed in Note 3.2, inventory is held

at the lower of cost and net

realisable value (NRV) determined using

the weighted average cost method. At

year end, the valuation of inventory is

reviewed by management and the

carrying value of inventory is reduced

where inventory is forecast to be sold

below cost.

The inventory adjustment is determined

based on various factors including

historical data, current trends and product

information from buyers. Determining the

appropriate level of provisioning involves

judgement and the application of

assumptions including management’s

expectations of future sales levels and

estimation of selling price adjustments.

We have performed the following procedures over

the valuation of inventory:

●For a sample of inventory items, tested costing to

supplier invoices and shipping documents;

●We tested that the ageing report used by

management correctly aged inventory items by

agreeing a sample of aged inventory items to the

date of purchase as shown on third party invoices;

●On a sample basis we tested the net realisable

value of inventory items to recent selling prices;

●We assessed the percentage write down applied

to older inventory with reference to historic

inventory write downs and recoveries on slow

moving inventory;

●We re-perfomed the calculation of the inventory

write down;

●Considered the impact of COVID-19 on the

inventory valuation by discussing the impact with

management and considering the impact on slow

moving items on the NRV calculations;

●We also made enquires of management, including

those outside of the finance function, and

considered the results of our testing above to

determine whether any specific write downs were

required; and

●Reviewed the appropriateness of disclosures in

the financial statements.

From the procedures performed no material

exceptions were identified.

PwC

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility toanyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of:

Chartered AccountantsAuckland

29 September 2023

INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

STATEMENT OF COMPREHENSIVE INCOMESTATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2023

$’000NOTE20232022

Sales revenue2.1409,711351,214

Cost of sales2.1(174,863)(148,950)

Gross profit234,848202,264

Other operating income2.2253439

Selling expenses(140,462)(126,947)

Distribution expenses(14,008)(12,043)

Administration expenses(32,825)(26,658)

Total expenses( 1 87, 2 95)(165,648)

Operating profit47, 8 0 637,055

Finance income2.11,171177

Finance expense2.1, 2.2(3,556)(2,146)

Profit before income tax45,42135,086

Income tax expense6.1(13,444)(9,481)

Net profit after tax attributable to the shareholders


of the Holding Company2.131,97725,605

Other comprehensive income

– Items that will not be reclassified to profit or loss

Gains (net of tax) on revaluation of land and buildings6.11,63248

Increase in share option reserve6.1135168

– Items that may be subsequently reclassified to profit or loss

Fair value gain (net of tax) in cash flow hedge reserve 6.1367125

Total comprehensive income for the year attributable


to the shareholders of the Holding Company34,11125,946

Earnings per share

Basic and diluted earnings per share2.4 53.61 42.93

The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.

26

STATEMENT OF FINANCIAL POSITIONSTATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2023

$’000NOTE20232022

Equity

Contributed equity5.128,14027, 8 05

Asset revaluation reserve26,52624,894

Cashflow hedge reserve999632

Share option reserve294228

Retained earnings40,36236,894

Total equity96,32190,453

Represented by

Current assets

Cash and cash equivalents3.132,47835,113

Trade and other receivables318466

Advances to employees160242

Prepayments5,4315,275

Taxation receivable

-572

Inventories3.231,00533,441

Derivative financial instruments7. 51,4521,188

Total current assets70,84476,297

Non-current assets

Property, plant and equipment4.256,36750,415

Right of use assets4.165,28567,14 6

Investment property4.33,2083,372

Intangible assets717601

Deferred tax6.26,1487, 36 4

Total non-current assets131,725128,898

Total assets202,569205,195

Current liabilities

Trade payables8,10413,288

Employee benefits7.17, 2 9 47, 2 52

Other payables13,88816,503

Lease liabilities4.125,14724,655

Derivative financial instruments7. 547289

Taxation payable590-

Total current liabilities55,07061,987

Non-current liabilities

Lease liabilities4.151,17852,755

Total liabilities106,248114,742

Net assets96,32190,453

The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.

The Financial Statements are signed for and on behalf of the Board and were authorised for issue on 29 September 2023.

GRAEME POPPLEWELLGRAEME POPPLEWELL

DIRECTOR

29 SEPTEMBER 2023

MALCOM FORDMALCOM FORD

DIRECTOR

29 SEPTEMBER 2023

27

STATEMENT OF CHANGES IN EQUITYSTATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2023

$’000

NOTE

SHARE

CAPITAL

TREASURY

STOCK

ASSET

REVALUATION

RESERVE

CASH

FLOW

HEDGE

RESERVE

SHARE

OPTION

RESERVE

RETAINED

EARNINGS

TOTAL

EQUITY

Balance at 1 August 202129,279(1,922)24,84650710136,34289,153

Comprehensive income

Profit for Year-----25,60525,605

Revaluation net of tax6.1--48---48

Cash flow hedges net of tax6.1---125--125

Increase in share option reserve6.1----168-168

Total comprehensive income --4812516825,60525,946

Transactions with owners

Sale of Treasury Stock5.1, 5.2-259----259

Dividends 2.3, 5.1-148---(25,053)(24,905)

Transfer of share option

reserve to retained earnings

-----(41)41-

(Gain) / loss on sale of

treasury stock transferred

to retained earnings

5.1-41---(41)-

Total transactions with

owners

-448--(41)(25,053)(24,646)

Balance at 1 August 202229,279(1,474)24,89463222836,89490,453

Comprehensive income

Profit for year-----31,97731,977

Revaluation net of tax6.1--1,632---1,632

Cash flow hedges net of tax6.1---367--367

Increase in share option

reserve

6.1----135-135

Total comprehensive income --1,63236713531,97734,111

Transactions with owners

Sale of treasury stock5.1, 5.2-303----303

Dividends2.3, 5.1-86---(28,632)(28,546)

Transfer of share option

reserve to retained earnings ----(69)69-

(Gain) / loss on sale of

treasury stock transferred

to retained earnings 5.1-(54)---54-

Total transactions with

owners

-335--(69)(28,509)(28,243)

Balance at 1 August 202329,279(1,139)26,52699929440,36296,321

The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.

28

STATEMENT OF CASH FLOWSSTATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2023

$’000NOTE2023

Cash flows from operating activities

Cash was provided from:

Sales to customers409,444351,569

Rent received2.2253249

Government grants2.22432,362

Interest income2.11,165170

Interest on debtors2.167

411,111354,357

Cash was applied to:

Payments to suppliers253,2542 17, 6 63

Payments to employees74,42966,427

Interest paid on leases2.23,5562,146

Taxation paid11,84915,633

343,088301,869

Net cash flows from operating activities68,02352,488

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and intangible assets39761

Repayment of employee advances8249

479110

Cash was applied to:

Purchase of property, plant and equipment and intangible assets4.214,8118,281

14,8118,281

Net cash flows applied to investing activities(14,332)(8,171)

Cash flows from financing activities

Cash was provided from:

Sale of treasury stock and dividends5.1, 5.2389407

389407

Cash was applied to:

Dividend paid2.328,63225,053

Lease liability payments4.128,08323,762

56,71548,815

Net cash flows applied to financing activities(56,326)(4 8 , 4 0 8)

Net decrease in funds held(2,635)(4 ,0 91)

Cash and cash equivalents at the beginning of the year35,11339,204

Cash and cash equivalents at the end of the year3.132,47835,113

The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.

2022

29

STATEMENT OF CASH FLOWS CONTINUEDSTATEMENT OF CASH FLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2023

$’000

NOTE20232022

Net profit after taxation31,97725,605

Add/(deduct) items classified as investing or financing activities

Gain on sale of plant and equipment2.2(217)(13)

Add/(deduct) non cash items

Depreciation and amortisation2.238,11134,144

Gain on termination of lease2.2(304)-

Net fair value loss on investment property2.2 164 -

Deferred taxation6.2435(969)

Impairment expense2.2-271

Share option expense135168

Add/(deduct) movements in working capital items

Taxation payable1,162(5,183)

Trade and other receivables and prepayments(3,943)

Trade and other payables and employee benefits8,039

Inventories2,436(5,631)

Net cash flows from operating activities68,02352,488

RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.

(8)

(5,868)

30

Statement of compliance
These financial statements for the year ended 1 August 2023 have been prepared in accordance with

Generally Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices

that are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial

Reporting Standards (IFRS).

Basis of preparation of financial statements

The principal accounting policies adopted in the preparation of the financial statements are set out below.

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

The reporting currency used in the preparation of these financial statements is New Zealand dollars,

rounded where necessary to the nearest thousand dollars.

Entities reporting

The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein

Glasson Holdings Limited and its subsidiaries, together they are referred to in these financial statements as

‘the Group’. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.

Principles of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is

exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those

returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is

transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies

are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency

with the policies adopted by the Group.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2023

1. BASIS OF PREPARATION

This section presents a summary of information considered relevant and material to assist the reader in understanding

the foundations on which the financial statements as a whole have been compiled. Accounting policies specific to

notes shown in other sections are disclosed in a shaded box and are included as part of that particular note.

1.1 GENERAL INFORMATION

Reporting entity


Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)

is a retailer of men’s and women’s clothing in New Zealand and Australia.

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

registered office is Level 3, 235-237 Broadway Newmarket, Auckland.

Statutory base

Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC

reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the

New Zealand Stock Exchange (NZX). The financial statements of the Group have been prepared in accordance

with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors on 29 September 2023.

1.2 GENERAL ACCOUNTING POLICIES

31

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

Retail 161 Limited and Retail 161 Australia Limited have been non-trading companies for the last four years since

Storm was disestablished from the Group. During the financial year ended 1 August 2023, these companies were

wound up and deregistered from the New Zealand Companies Register.

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the

revaluation of investment property, land and buildings and financial assets and liabilities (including derivative

instruments) measured at fair value.

Critical accounting estimates, judgements and assumptions

The preparation of financial statements in conformity with NZ IFRS and IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise its judgement in the process of applying the

Group’s accounting policies.

Property, plant and equipment: The Group has assessed whether the carrying value of its property,

plant and equipment has suffered any impairment since they were acquired. The recoverable amounts

of cash generating units (at a store level) have been determined based on value in use calculations.

These calculations require the use of estimates and projections of future operating performance.

Inventory provision: The Group assessed the inventory provision using management judgement which considers

a range of factors including the review of historical data, the age of inventory and current selling price trends to

determine the appropriateness of the provision.

Revaluation of land and buildings: The fair value of the Group’s land and buildings is determined by the

Board following an independent valuation undertaken at least every three years. The basis of the valuation is

assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income

capitalisation approach. The key assumptions are disclosed in note 4.2.

Revaluation of investment property: The fair value of the Group’s investment property is determined by the

Board following an independent valuation undertaken annually. The basis of the valuation is assessed within

a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation

approach. The key assumptions are disclosed in note 4.3.

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

Items included in the financial statements of each of the Group’s operations are measured using

the currency of the primary economic environment in which it operates (‘the functional currency’).

The financial statements are presented in New Zealand dollars, which is the Group’s presentational currency.

Transactions and balances

The results and financial position of all the Group entities that have a functional currency different

from the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the

date of that balance sheet; and

(b) income and expenses for each statement of comprehensive income are translated at average

exchange rates.

All resulting exchange differences are recognised in the statement of comprehensive income.

1. BASIS OF PREPARATION (CONTINUED)

20232022

Hallenstein Bros Limited100%100%Retail of menswear in New Zealand

Hallenstein Brothers Australia Limited100%100%Retail of menswear in Australia

Glassons Limited100%100%Retail of womenswear in New Zealand

Glassons Australia Limited100%100%Retail of womenswear in Australia

Retail 161 Limited0%100%Non trading company deregistered in FY23

Retail 161 Australia Limited0%100%Non trading company deregistered in FY23

Hallenstein Properties Limited100%100%Property ownership in New Zealand

INVESTMENTS IN SUBSIDIARIES

PRINCIPAL SUBSIDIARIES

INTEREST HELD BY

PARENT AND GROUP

PRINCIPAL ACTIVITIES

32

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

1. BASIS OF PREPARATION (CONTINUED)

1.3 SIGNIFICANT EVENTS AND TRANSACTIONS

The current financial reporting period has not been materially impacted by COVID-19. Comparatively, trade

in the first half of the 2022 financial year was significantly disrupted by the COVID-19 pandemic, resulting in

5,432 lost trading days across the Group.

As part of its response to COVID-19, the New Zealand Government provided wage subsidies in the form

of the COVID-19 Leave Support Scheme to eligible businesses to help employers continue to pay their

employees that are self-isolating because of COVID-19 and are unable to work from home. The Group

has applied NZ IAS 20 Accounting for Government Grants and Disclosure of Government Assistance in

accounting for the funds received from the COVID-19 Leave Support Scheme. Government wage subsidies

received during the period have been accounted for as government grants and offset against the expenses

to which they relate in the same period as they are incurred as disclosed in note 2.2.

All negotiations with landlords for rent relief for periods where stores were unable to trade due to the

various lockdowns in the prior years have now been resolved.

2. PERFORMANCE


2.1 SEGMENT INFORMATION

The Board of Directors considers the business from both a product and geographic perspective as follows:

— Hallenstein Bros Limited (New Zealand) and Hallenstein Brothers Australia Limited (Australia)

— Glassons Limited (New Zealand)

— Glassons Australia Limited (Australia)

— Hallenstein Properties Limited (New Zealand) (Property)

The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from

external parties reported to the Board of Directors are measured in a manner consistent with that in the

statement of comprehensive income. There are no significant revenues derived from a single external customer.

During the financial year ended 1 August 2023 the Group implemented intercompany charges to reflect brand

value provided by New Zealand for the benefit of Australia, procurement services provided by New Zealand to

Australia, and management services provided by one related entity to another. These charges have impacted

on profit before income tax of the segments reported and are therefore not directly comparable to the prior

year segment results. These charges have been implemented based on professional advice and are consistent

with comparable industry benchmarks.

Operating segments are reported in a manner consistent with the internal reporting provided to the Board

of Directors. The Board of Directors is the chief operating decision maker and is responsible for allocating

resources and assessing performance of the operating segments and they delegate that authority through

the Group Chief Executive Officer.

33

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIA

HALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Segment revenue

122,336192,070106,309-753421,468

Intercompany segment revenue

(9,888)(841)(275)-(753)(11,757)

Sales revenue from external

customers

112,448191,229106,034--409,711

Cost of sales(51,924)(75,567)(47, 372)--(174,863)

Finance income

149487449-861,171

Finance expenses

(1,268)(1,226)(1,045)-(17)(3,556)

Depreciation and

software amortisation

(11,518)(15,826)(10,288)(422)(57)(38,111)

Profit/(loss) before income tax15,14924,6025,425320(75)45,421

Income tax expense(4, 256)(7, 49 6)(1,540)(136)(16)(13,444)

Net profit/(loss) after income tax10,89317,1 0 63,885184(91)31,977

BALANCE SHEET

Current assets22,83618,35621,6015,5032,54870,844

Non-current assets43,45739,07426,70522,489-131,725

Current liabilities16,87421,18916,5933793555,070

Non-current liabilities20,37017, 69 413,114--51,178

Purchase of property, plant and

equipment and intangibles

2,9658,7553,0838-14,811

SEGMENT RESULTS

For the year ended 1 August 2023

2. PERFORMANCE (CONTINUED)

34

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

2. PERFORMANCE (CONTINUED)

SEGMENT RESULTS

FOR THE YEAR ENDED 1 AUGUST 2022

2.2 INCOME AND EXPENSES

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Sales revenue from

external customers

104,368156,93889,908--351,214

Cost of sales

(49,03 8)(61,346)(38,566)--(148,950)

Finance income

493288-8177

Finance expenses

(913)(657)(575)-(1)(2,146)

Depreciation and

software amortisation

(11,417)(12,725)(9,560)(41 8)(24)(34,144)

Profit/(loss) before income tax

5,69026,0282,922447(1)35,086

Income tax (expense)/benefit

(1,611)(6,915)(830)(125)-(9,481)

Net Profit/(loss) after income tax4,07919,1132,092322(1)25,605

BALANCE SHEET

Current assets18,05227,72 123,4482,27376,297

Non-current assets47, 5 1135,41323,808

22,156

10128,898

Current liabilities19,99124,28717, 5 8 8

52

6961,987

Non-current Liabilities23,73217, 30 411,719

-

-52,755

Purchase of property, plant and

equipment and intangibles

1,8404,9831,40256-8,281

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,

excluding Goods and Services Tax, rebates and discounts and after eliminating sales within the Group.

Revenue is recognised as follows:

Sales of goods — Retail

Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store

sales, control passes to the customer at point of sale. For online sales, the order and the delivery to the

customer are considered to comprise a single performance obligation, therefore control passes to the

customer when the goods are delivered. Retail sales are usually in cash, credit card, debit card or by various

pay later services. The recorded revenue is the gross amount of sale (excluding GST), including credit card

fees and service fees payable for the transaction. Such fees are included in selling expenses.

The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until

such time where the customer redeems the gift card on future purchases. A contract liability for the purchase

of a gift card is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed or

when they expire. As at 1 August 2023, the gift card liability balance recognised under “Other payables” was

$3.109M (2022: $3.480M, 2021: $3.051M).

Interest income

Interest income is recognised using the effective interest method.

Rental income

Rental income from operating leases (net of any incentives) is recognised on a straight line basis over the

lease term.

4,803

35

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

2. PERFORMANCE (CONTINUED)

INCOME AND EXPENSES

Profit before income tax includes the following specific income and expenses:

$’00020232022

Other operating income

Rental income253249

Insurance proceeds-190

Expenses

Occupancy costs6,1564,067

Impairment expense-271

Audit of financial statements

PwC New Zealand230231

Other services

Performed by PwC Australia

1

2120

Directors’ fees647649

Wages, salaries and other short term benefits

2

74, 22964,187

Depreciation of property, plant and equipment10,4239,554

Depreciation of right of use assets27,27324,270

Amortisation of software415320

Total depreciation and amortisation38,11134,144

Net fair value loss on investment property164-

Interest on leases3,5562,146

Gain on termination of lease(304)-

Gain on disposal of property, plant and equipment(217)(13)

DIVIDENDS2023202220232022

Cents per

share

Cents per

share

$’000$’000

Final dividend for the year ended 1 August 202224.0014,316

Interim dividend for the year ended 1 August 202324.0014,316

Final dividend for the year ended 1 August 202124.0014,316

Interim dividend for the year ended 1 August 202218.0010,737

Total48.0042.0028,63225,053

2.3 DIVIDENDS

Provision is made for the amount of any dividend declared on or before the balance date but not distributed

at balance date.

Dividends paid were partially imputed. Supplementary dividends of $64,315 (2022: $160,701) were paid to shareholders

not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.

1

Amount paid in respect of tax compliance and tax advisory services provided in Australia.

2

Wages, salaries and other short term benefits includes wage subsidy benefit from the New Zealand government

of $0.24M (2022: $2.36M).

36

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

BASIC

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

number of ordinary shares outstanding during the year.

DILUTED

Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of

ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no options

convertible into shares as at 1 August 2023 (2022: Nil).

The carrying amount of cash and cash equivalents equals the fair value.

3. WORKING CAPITAL


3.1 CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, EFTPOS (electronic funds transfer point of sale)

transactions which have not been cleared by the bank at balance date, deposits held at call with financial

institutions, other short-term highly liquid investments with original maturities of three months or less that

are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in

value, and bank overdrafts.

Statements of cash flows

The following are the definitions of the terms used in the statement of cash flows:

(I.) Cash comprises cash and cash equivalents.

(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and

equipment, investments and employee advances.

(III.) Financing activities are those activities which result in changes in the size and composition of the capital

structure of the Group. This includes lease payments, equity and debt not falling within the definition of

cash. Dividends paid are included in financing activities.

(IV.) Operating activities include all transactions and other events that are not investing or financing activities.

Earnings per share

$’00020232022

Profit after tax31,97725,605

Weighted average number of ordinary shares outstanding59,64959,649

Basic and diluted earnings per share (cents per share)53.6142.93

Cash and cash equivalents

$’00020232022

Cash at bank28,66733,375

Short term bank deposits3,7391,668

Cash on hand7270

Total cash and cash equivalents32,47835,113

2. PERFORMANCE (CONTINUED)

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the

Company by the weighted average number of ordinary shares outstanding during the period, adjusted for

bonus elements in ordinary shares issued during the period.

2.4 EARNINGS PER SHARE

37

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

3.2 INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted

average method and includes expenditure incurred in acquiring the inventories and bringing them to their

existing location and condition. Net realisable value is the estimated selling price in the ordinary course of

business, less applicable variable selling expenses, excluding borrowing costs.

Following the publication of IFRS Interpretations Committee (IRFRIC) agenda decision on Costs Necessary

to Sell Inventories, in June 2021, the Group has reconsidered its accounting treatment in relation to which

costs to include when determining the net realisable value of inventory. The Group’s reconsideration of this

accounting treatment has not resulted in any adjustment to how it determines net realisable value.

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

Lease liabilities include the net present value of the remaining lease payments.

Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount

of the lease liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated

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

The Group leases retail stores under non-cancellable operating leases expiring within one to six years.


There is a small portion of lease contracts which contain renewal rights. In considering the lease term for

these contracts, the Group has determined that rights of renewals are not reasonably certain to be exercised

due to the nature and location of the stores and the changing retail environment. It is the Group’s strategy

to renegotiate the terms of all leases at their expiry instead of exercising renewal rights. This agile strategy

is enabled by having stores relatively small in size and not highly customised, and therefore relatively

straight forward to move locations. In addition, with the current retail market uncertainty the Group needs to

maintain a degree of flexibility.

Both right-of-use assets and lease liabilities are discounted applying 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.

In response to the COVID-19 pandemic the International Accounting Standards Board has issued

amendments to IFRS 16 Leases to allow lessees not to account for rent concessions as lease modifications


if they are a direct consequence of COVID-19 and meet certain conditions.

The practical expedient will only apply if:

— the revised consideration is substantially the same or less than the original consideration;

— the reduction in lease payments relates to payments due on or before 30 June 2022; and

— no other substantive changes have been made to the terms of the lease.

The Group adopted this practical expedient in the year ended 1 August 2020 and has applied it to all eligible

rent concessions in the year ended 1 August 2023.

Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Statement

of Comprehensive Income.

The cost of inventories recognised as an expense and included in cost of sales amounted to $174,548,112

(2022: $148,661,516).

Inventories

$’00020232022

Finished goods31,28533,735

Inventory adjustments

(280)(294)

Net inventories31,00533,441

3. WORKING CAPITAL (CONTINUED)

4. LONG TERM ASSETS


4.1 LEASES

38

The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2023

4. LONG TERM ASSETS (CONTINUED)

Right of use assets

$’00020232022

Opening net book value 67,146 67, 2 23

Depreciation(27,273) (24,270)

Modifications and additions 27,037 23,772

Impairment - (271)

Lease terminations(1,066) -

FX impact(559) 692

Carrying amount 65,285 67,14 6

Lease liabilities

$’000

20232022

Opening lease liabilities 77, 41 0 76,632

Lease modifications and additions 29,344 26,383

Interest for the period 3,556 2,146

Lease payments made(31,639) (25,908)

Covid-19 rent abatements received to date(234) (2,636)

Lease terminations(1,370) -

FX impact(742) 793

Closing lease liabilities 76,325 77,410

Short term leases where the Group is the lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are

classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are charged to the profit and loss in the Statement of Comprehensive Income on a straight line

basis over the period of the lease.

The Group is the lessor

Assets leased to third parties under operating leases are included in Investment Property in the Statement of

Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line basis

over the lease term. Lease receivables are disclosed under Note 4.3 Investment Property.

39

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

Lease liabilities maturity analysis for the year ended 1 August 2023

$’000

MINIMUM LEASE

PAYME NTS

INTERESTPRESENT

VALUE

Due within one year

28,130 (2,983) 25,147

One to two years

22,851 (1,992) 20,859

Two to five years 31,628 (1,924) 29,704

Later than five years 628 (13) 615

Total 83,237 (6,912) 76,325

Current 25,147

Non-current 51,178

Total 76,325

Lease related expenses included in the income statement:

$’000

20232022

Depreciation 27,273 24,270

Rent on short-term leases 6,390 6,703

Covid-19 rent abatements received to date(234) (2,636)

Gain on lease termination(304) -

Interest on leases

3,556 2,146

Total 36,681 30,483

4. LONG TERM ASSETS (CONTINUED)

Lease commitments

The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2023.

Lease liabilities maturity analysis for the year ended 1 August 2022

$’000

MINIMUM LEASE

PAYME NTS

INTERESTPRESENT

VALUE

Due within one year 26,941 (2,286) 24,655

One to two years

21,994 (1,557) 20,437

Two to five years 31,985 (1,619) 30,366

Later than five years 2,006 (54) 1,952

Total 82,926 (5,516) 77,410

Current 24,655

Non-current 52,755

Total 77, 41 0

Lease payments included in the cash flow statement:

$’000

20232022

Interest paid on leases (operating activities) 3,556 2,146

Payments for lease liabiities principal (financing activities)

28,083 23,762

Total cash outflows from leases 31,639 25,908

40

4.2 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2023

4. LONG TERM ASSETS (CONTINUED)

Recognition and measurement

Land and buildings were valued on 1 August 2023 by Telfer Young (Hawkes Bay) Ltd, Fordbaker Valuation

Limited and Colliers International who are independent registered valuers and associates of The New

Zealand Institute of Valuers. The valuers have recent experience in the location and category of the item

being valued. The fair values of the assets represent the estimated price for which a property could be

sold on the date of valuation in an orderly transaction between market participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income

capitalisation approach and discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuers to arrive

at fair value.

Valuation approachDescription of the valuation approach

Income capitalisation

approach

A valuation methodology which determines fair value by capitalising

a property’s sustainable net income at an appropriate, market derived

capitalisation rate (yield). Unobservable inputs within the income capitalisation

approach include:

a) Net Market Rent which is the annual amount for which a tenancy within a

property is expected to achieve under a new arm’s length leasing transaction

after deducting a fair share of property operating expenses

b) Capitalisation Rate (yield) which is the rate of return, determined through

analysis of comparable, market related sales transactions which is applied

to a property’s sustainable net income to derive value.

Discounted cash

flow analysis

With the discounted cash flow approach (DCF) a cash flow budget is

established for the property over a ten-year time horizon. Within the cash flow

an allowance is made for rental growth as well as deducting costs associated

with property ownership. A terminal value is also estimated and the cash flows

are discounted at a market rate to arrive at a net present value.

Unobservable inputs within the discounted cash flow approach include:

a) The discount rate which is the rate determined through analysis of

comparable market related sales transactions which is applied to a property’s

future net cash flows to convert those cash flows into a present value.

b) The terminal capitalisation rate which is the rate which is applied to a

property’s sustainable net income at the end of an assumed holding

period to derive an estimated market value.

c) Rental growth rate which is the annual growth rate applied to market rent

over an assumed holding period.

d) Expenses growth which is the annual amount applied to property operating

expenses over an assumed holding period.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there

were no transfers between levels of the fair value hierarchy.

41

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

4. LONG TERM ASSETS (CONTINUED)

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in

determining fair value. These are summarised in the table below:

RANGE OF SIGNIFICANT

UNOBSERVABLE INPUTS

CLASS OF

PROPERTY

INPUTS USED TO

MEASURE FAIR VALUE

20232022SENSITIVITY

Land and

Buildings —

Retail

Net Market Rent$359 per m

2

$345 per m

2

The higher the market rent and

growth rate, the higher the fair value

Rental growth rate1.50%— 2.50%1.50% — 2.15%

Capitalisation rate (yield)6.56%6.00%

The higher the capitalisation rates and

discount rate, the lower the fair value.

Discount rate7. 80%7.02 %

Terminal Capitalisation Rate7. 25%6.50%

Expenses growth1.8% — 4.4%2.0% — 5.9%

The higher the expenses, the lower

the fair value.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the

cost of the item can be measured reliably.

Increases in the carrying amount arising on revaluation of land and buildings are credited to other

comprehensive income and shown as an asset revaluation reserve in shareholders’ equity. Decreases that offset

previous increases of the same asset are charged in other comprehensive income and debited against the asset

revaluation reserve directly in equity; all other decreases are charged to the statement of comprehensive income.

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

cost includes expenditure that is directly attributable to the acquisition of the items. This cost includes labour

attributable to bringing the assets to the location and working condition for its intended use.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their

cost, net of their residual values, over their estimated useful lives, as follows:

— Buildings 67 years

— Plant and equipment 2

— 5 years

— Furniture, fittings and office equipment 5

— 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.

20232022

Land and

Buildings —

Warehouse

Net Market Rent$128 — $210$110 — $146

The higher the market rent and

growth rate, the higher the fair value

Rental growth rate1.70% — 3.10%2.00% — 3.00%

Capitalisation rate (yield)5.25% — 6.75%3.88% — 5.75%

The higher the capitalisation rates and

discount rate, the lower the fair value.

Discount rate7. 3 8% — 7.75%5.25% — 5.75%

Terminal Capitalisation Rate5.50% — 6.75%4.13% — 6.75%

Expenses growth0.00% — 5.00%0.20% — 2.20%

The higher the expenses, the lower

the fair value.

42

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

4. LONG TERM ASSETS (CONTINUED)

Impairment

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount. Assets that are subject to amortisation are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable, for example a planned store closure, withdrawal from a business segment, or

assessment of loss making stores. Assets are grouped at the lowest levels for which there are separately

identifiable cash flows; a stores assets is the relevant cash generating unit. If, in a subsequent period, the

amount of the impairment loss decreases and it can be related objectively to an event occurring after the

impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the

consolidated statement of comprehensive income.

The value in use calculation evaluates recoverability based on the stores’ forecasted discounted cash flows,

which incorporate estimated sales, margin & expense growth based upon current plans for the store.


Key assumptions in the determination of recoverable amount are:

— the estimate of future cash flows of the store incorporating reasonable sales growth and margin

improvement; and

— the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the

forecast cash flows.

No store impairment was recognised at 1 August 2023.

Disposal

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are

included in the Statement of Comprehensive Income.

43

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

4. LONG TERM ASSETS (CONTINUED)

FOR THE YEAR ENDED 1 AUGUST 2022

FOR THE YEAR ENDED 1 AUGUST 2023


$’000

LAND AT FAIR

VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV

11,04518,36316,2924,71550,415

Additions

- - 10,7793,50214,281

Disposals

- - (142)(38)(180)

Depreciation

- (519)( 7,14 0)(2,764)(10,423)

Revaluations

2,294 - - 2, 274

Closing NBV

11,02520,13819,7895,41556,367

Cost/valuation

11,02520,13870,00626,482127, 65 1

Accumulated depreciation

- - (50,217)(21,067)(71,284)

Closing NBV

11,02520,13819,7895,41556,367

$’000

LAND AT FAIR

VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV

11,04518,81416,8085,35852,025

Additions

-

- 2,1917, 926

Disposals

-

- (35)(14)(49)

Depreciation

-

(518)(6,216)(2,820)(9,554)

Revaluations

-

67 - - 67

Closing NBV

11,04518,36316,2924,71550,415

Cost/valuation

11,04518,81471,70226,255127, 8 1 6

Accumulated depreciation

-

(45 1)(55,410)(21,540)(77,401)

Closing NBV

11,04518,36316,2924,71550,415

$’00020232022

Land4,2704,270

Buildings12,79212,792

Cost17,0 6217,0 62

Accumulated depreciation(2,737)(2,482)

Net book amount14,32514,580

If land and buildings were stated on a historical cost basis, the amounts would be as follows:

(20)

5,735

44

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

4.3 INVESTMENT PROPERTY

RECOGNITION AND MEASUREMENT

Investment property consists of a portion of land and buildings for the purpose of retail. Land and

buildings were valued on 1 August 2023 by Telfer Young (Hawkes Bay) Ltd who are independent registered

valuers and associates of The New Zealand Institute of Valuers. The valuers have recent experience in

the location and category of the item being valued. The fair values of the assets represent the estimated

price for which a property could be sold on the date of valuation in an orderly transaction between market

participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income

capitalisation approach and discounted cash flow analysis. These valuation approaches and the key

assumptions used by the valuers in order to arrive at fair value have been summarised in note 4.2.

The table in note 4.2 summarises the valuation approach and key assumptions used by the valuers to

arrive at fair value.

The loss on the fair value revaluation of Investment Property was recognised as an operating expense in

the Statement of Comprehensive Income (2022: Nil). Subsequent revaluation surpluses or losses will be

recognised through Statement of Comprehensive Income.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year

there were no transfers between levels of the fair value hierarchy.

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs


in determining fair value. These are summarised in Note 4.2

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow


to the Group and the cost of the item can be measured reliably.

Lease receivables

The Group owns rental property that it leases under non-cancellable operating lease agreements to external

parties. Leases reflect normal commercial arrangements with varying terms and renewal rights.

The future minimum rental payments receivable under these leases is as follows:

Investment Property

$’00020232022

Opening balance3,3723,372

Net loss from fair value adjustment(164)-

Closing balance3,2083,372

$’000

20232022

Due within one year

207206

One to two years74199

Two to five years

-70

Total lease receivables

281475

45

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

Ordinary shares are classified as capital, net of treasury stock.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a

deduction, net of tax, from the proceeds.

Treasury stock

Shares purchased on market under the executive share scheme are treated as treasury stock on acquisition

at cost. On vesting to the employee, treasury stock shares are credited to equity and an employee loan is

recorded initially at fair value and subsequently at amortised cost.

Reserves

The asset revaluation reserve records revaluations of property, net of tax. The cash flow hedge reserve

records the fair value of derivative financial instruments, net of tax that meet the hedge accounting

criteria. The Share Option reserve is used to record the accumulated value of unvested share rights arising

from the executive share scheme which have been recognised in the statement of comprehensive income.

5. EQUITY

5.1 SHARE CAPITAL

2023202220232022

SHARESSHARES$000’s$000’s

Balance at beginning of year59,402,06159,352,06127, 8 0527, 357

Sale of treasury stock50,00050,000303259

Dividends --86148

Loss/(gain) on sale of treasury stock transferred


to retained earnings

--(54)41

Balance at end of year59,452,06159,402,06128,14027, 8 05

Representing:

Share capital59,649,06159,649,06129,27929,279

Treasury stock (net of dividends)(197,000)(247,000)(1,139)( 1 ,474)

Total59,452,06159,402,06128,14027, 8 05

CONTRIBUTED EQUITY

All shares are fully paid and rank equally.

46

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

5. EQUITY (CONTINUED)

5.2 EXECUTIVE SHARE SCHEME

The Company operates an employee share scheme for certain senior executives to purchase ordinary shares

in the Company.

The Company provides the employees with limited recourse loans on an interest free basis to assist

employees’ participation.

The loans are applied to purchase shares on market and the shares are treated as treasury stock.

The loan amount is the total market value of the shares plus any commission applicable on the date of

purchase.

Any dividends payable on the shares are applied towards the repayment of the advance.

Shares purchased under the scheme are held by two directors as custodians and vest three years from the

date of purchase. In the event the employee leaves the company during the vesting period, the loan is repaid

by selling the shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to

note 5.1 for further detail on treasury stock.

In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.

There were no shares issued during the 2023 financial year (2022: Nil).

Executive share schemeYEAR ENDED 1 AUGUST 2023YEAR ENDED 1 AUGUST 2022

Number

of shares

Average exercise

price per share

option

Number

of shares

Average exercise

price per share

option

Balance at beginning of financial year247,000$6.62297,000$6.61

Forfeited during the year

(50,000)

$6.06

(50,000)

$5.18

Balance at end of financial year197,000$6.74247,000$6.62

Percentage of total shares held by

scheme

0.33%0.41%

Equity settled share-based compensation benefits are provided to employees in accordance with the

Group’s executive share scheme. The fair value of share rights granted under the scheme is recognised as

an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant

date and recognised over the period during which the employees become unconditionally entitled to the

share rights.

The fair value at grant date of the share rights are determined using a Black Scholes Pricing model that

takes into account the exercise price, the term of the share right, the vesting and performance criteria, the

non-tradable nature of the share right, the share price at grant date and expected price volatility of the

underlying share, the expected dividend yield and the risk-free interest rate for the term of the share right.

At each balance date, the Group revises its estimate of the number of share rights that are expected to

become exercisable. The employee benefit expense recognised each period takes into account the most

recent estimate.

Upon the vesting of share rights, the balance of the share option reserve relating to the share rights is

transferred to retained earnings.

47

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

6. TAXATION

6.1 INCOME TAX EXPENSE

The statement of comprehensive income and statement of cash flows have been prepared so that all

components are stated exclusive of GST. All items in the statement of financial position are stated net


of GST, with the exception of receivables and payables, which include GST invoiced.

GOODS AND SERVICES TAX (GST)

The income tax expense or revenue for the period is the tax payable or receivable on the current period’s

taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred

tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities

and their carrying amounts in the financial statements and unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to

apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or

substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception

is made for certain temporary differences arising from the initial recognition of an asset or a liability. No

deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a

transaction, other than a business combination, that at the time of the transaction did not affect either

accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is

probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount

and tax bases of investments in operations where the company is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised

directly in equity.

Income tax expense

$’00020232022

The tax expense comprises:

Current tax expense 12,95411,391

Prior period adjustment55(941)

Deferred tax expense (note 6.2)

- Future tax expense/(benefit) current year

435

(969)

Total income tax expense13,4449,481

Reconciliation of income tax expense to tax rate applicable to profits

Profit before income tax expense45,42135,086

Tax at 28% (2022: 28%)12,7189,824

Tax effect of:

- Expenses not deductible for tax14460

- Adjustment due to different rate in different jurisdictions527538

- Prior period adjustment55(941)

Total income tax expense13,4449,481

The effective tax rate for the year was 29.6% (2022: 27.0%). The Group has no tax losses (2022: Nil) and no

unrecognised temporary differences (2022: Nil).

48

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

6. TAXATION (CONTINUED)

The tax (charge)/credit relating to components of other comprehensive income are as follows:

The above amounts represent the balance of the imputation account as at the end of the reporting period,

adjusted for:

— Imputation credits that will arise from the payment of the provision for income tax;

— Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and

— Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

$’00020232022

BEFORE

TA X

TA X

(CHARGE)

/ CREDIT

AFTER

TA X

BEFORE

TA X

TA X

(CHARGE)

/ CREDIT

AFTER

TA X

Gains (net of tax) on revaluation

of land and buildings

2 , 274(642)1,63267(19)48

Fair value gain (net of tax)

in cash flow hedge reserve

506(139)367185(60)125

Increase in share option reserve135-135168-168

6.2 DEFERRED TAX

$’00020232022

Amounts recognised in profit or loss

Depreciation3,937

4,455

Provisions and accruals1,7101,773

Net lease liability

1,5511,422

7,19 87, 650

Amounts recognised directly in equity

Asset revaluation reserve(642)(19)

Cash flow hedges(408)(267)

Total amount recognised6,1487, 36 4

Movements

Balance at beginning of year7, 3 6 46,474

(Charged)/credited to the income statement(435)969

Charged to equity(781)(79)

Balance at end of the year6,1487, 36 4

6.3 IMPUTATION CREDITS

$’00020232022

Imputation credits available for subsequent reporting periods4,1722,701

49

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER


7.1 EMPLOYEE BENEFITS

WAGES AND SALARIES, ANNUAL LEAVE AND SICK LEAVE

Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick

leave expected to be settled within 12 months of the reporting date are recognised in other payables in

respect of employees' services up to the reporting date and are measured at the amounts expected to be

paid when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when the

leave is taken and measured at the rates paid or payable.

Employee benefits

$’00020232022

Holiday pay accrual and other benefits7, 2 9 47, 2 52

7.2 CONTINGENCIES

Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business

on which no loss is anticipated are as follows:

Letters of credit

Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of

the same value representing inventories purchased.

7.3 CAPITAL EXPENDITURE COMMITMENTS

20232022

Commitments in relation to store fitouts1,043-

Contingencies

$’00020232022

Financial guarantee1,2001,235

Bank guarantee provided to the New Zealand Stock Exchange Limited7575

50

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7.4 RELATED PARTY TRANSACTIONS

During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current

accounts. In presenting the financial statements of the Group, the effect of transactions and balances

between fellow subsidiaries and those with the Parent have been eliminated.

The Group undertook transactions with the related interests of the majority shareholder as detailed below:

20232022

T C Glasson

Rent on retail premises based on independent valuations2,1662,039

7. OTHER (CONTINUED)

DIRECTORS’ FEESDIVIDENDS

$’0002023202220232022

Ms J Appleyard62---

Mr W J Bell135135-3

Ms K Bycroft9595--

Ms M Devine-57--

Mr M Donovan-7--

Mr M Ford 10010044

Mr J C Glasson--2017

Mr T C Glasson85855,3384,671

Mr G Popplewell85859180

Ms S Vincent85852219

Total remuneration of $440K was paid by the Company to close family members of the Board of Directors

for individuals that were either employed or engaged as consultants by the Company in the year ended

1 August 2023 (2022: $376K).

Payments to Karen Bycroft

$’00020232022

Consulting fees921

$’00020232022

Short term employee benefits2,9122,799

Termination benefits-160

Share scheme benefit135168

Key management compensation was as follows:

The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.

The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:

51

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER (CONTINUED)

7.5 FINANCIAL RISK MANAGEMENT

Fair value estimation

Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to

measure fair value. The different levels have been defined as follows:

— Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

— Inputs for the asset or liability that are not based on observable market data (that is, unobservable

inputs) (Level 3).

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of

the event or change in circumstances that caused the transfer.

The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair

value of financial instruments that are not traded in an active market (for example, over-the-counter

derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of

observable market data where it is available and rely as little as possible on entity specific estimates.

If all significant inputs required to fair value an instrument are observable, the instrument is included

within Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these

forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date,

with the resulting value discounted back to present value. Refer to note 7.5.4.

The Group's land and buildings within property, plant and equipment and investment property is classified

as Level 3 in the fair value hierarchy as one or more of the significant inputs into the valuation are not

based on observable market data. Refer to notes 4.2 and 4.3 for more information.

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends

on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being

hedged. The company designates certain derivatives as either; (1) hedges of the fair value of recognised

assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast

transactions (cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments

and hedged items, as well as its risk management objective and strategy for undertaking various hedge

transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,

whether the derivatives that are used in hedging transactions have been and will continue to be highly

effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as

cash flow hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to

the ineffective portion is recognised immediately in the profit and loss component of Statement of

Comprehensive Income.

Amounts accumulated in equity are recycled in the Statement of Comprehensive Income in the periods

when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes

place). However, when the forecast transaction that is hedged results in the recognition of a non-financial

asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity

are transferred from equity and included in the measurement of the initial cost or carrying amount of the

asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria

for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is

recognised when the forecast transaction is ultimately recognised in the Statement of Comprehensive

Income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that

was reported in equity is immediately transferred to the profit and loss component of the Statement of

Comprehensive Income.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these

derivative instruments are recognised immediately in the Statement of Comprehensive Income.

52

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER (CONTINUED)

7.5.1 FINANCIAL RISK FACTORS

The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk

(including currency risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise

adverse effects on Comprehensive Income. Derivative financial instruments are used to hedge currency risk.

7.5.2 LIQUIDITY RISK

Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The

Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient

liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring

unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.

At balance date, the Group had $32.478 million (2022: $35.113 million) in cash reserves and accordingly,

management consider liquidity risk to be relatively low.

The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity

groupings based on the remaining period from the statement of financial position to the contractual maturity

date. The cash flow hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash

flows liable for payment by the Group in relation to all forward foreign exchange contracts in place at balance

date. The cash flow hedge “inflow” amounts represent the corresponding inflow of foreign currency back to

the Group as a result of the gross settlement on those contracts, converted using the spot rate at balance

date. The carrying value shown is the net amount of derivative financial liabilities and assets as shown in the

statement of financial position.

Trade payables are shown at carrying value in the table. No discounting has been applied as the impact of

discounting is not significant.

53

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER (CONTINUED)

AS AT 1 AUGUST 2023

$’000

LESS THAN 3

MONTHS

3-12

MONTHS

TOTALCARRYING

VALUE

Trade and other payables

21,992-21,99221,992

21,992-21,99221,992

Forward foreign exchange contracts

Cash flow hedges:

— Outflow(28,127)(39,403)(67, 530)(67, 530)

— Inflow28,62640,37569,00168,935

Net4999721,4711,405

AS AT 1 AUGUST 2022

$’000

LESS THAN 3

MONTHS

3-12

MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

29,791-29,79129,791

29,791-29,79129,791

Forward foreign exchange contracts

Cash flow hedges:

— Outflow( 17, 4 67 )(12,575)(30,042)(30,042)

— Inflow18,26212,70530,96730,941

Net795130925899

7.5.3 CREDIT RISK

Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting

in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with

financial institutions. The Group places its cash, short-term investments, and derivative financial instruments

with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major

credit cards. 0.1% (2022: 0.1%) of sales give rise to trade receivables. This maximum exposure to credit risk is

the carrying amount of trade receivables.

Concentration of credit risk with respect to debtors is limited due to the large number of customers included

in the Group’s customer base.

The Group does not require collateral or other security to support financial instruments with credit risk.

54

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER (CONTINUED)

7.5.4 MARKET RISK

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar

with the purchase of inventory from overseas suppliers.

The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed

on a regular basis, and management report monthly to the Board to confirm policy is adhered to. All committed

foreign currency requirements are fully hedged, and approximately 50% (2022: 50%) of anticipated foreign

currency requirements are hedged on a rolling twelve month basis.

The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk

arising from future purchases.

Forward exchange contracts — cash flow hedges

These contracts are used for hedging committed or highly probable forecast purchases of inventory. The

contracts are timed to mature during the month the inventory is shipped and the liability settled. The cash

flows are expected to occur at various dates within one year from balance date.

When forward exchange contracts have been designated and tested as an effective hedge the portion of the

gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in

equity. These gains or losses will be released in the profit and loss in the Statement of Comprehensive Income

at various dates over the following year as the hedged risk crystallises.

At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$67.530

million (2022: NZ$30.042 million), primarily in US Dollars. At balance date these contracts are represented

by net assets of $1.405 million (2022: assets of $0.899 million). When foreign exchange contracts are not

designated and tested as an effective hedge, the gain or loss on the foreign exchange contract is recognised

in the profit and loss in the Statement of Comprehensive Income.

At balance date there are no such contracts in place (2022: $Nil).

Interest rate risk

The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on

income from operating cash flows as a result of interest bearing assets, such as cash deposits.

Sensitivity analysis

Based on historical movements and volatilities and management’s knowledge and experience, management

believes that the following movements are ‘reasonably possible’ over a 12 month period:

— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10%

(appreciation of NZD) against the USD, from the year end rate of $0.6192 (2022: $0.6297).

— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)

against the AUD, from the year end rate of $0.9279 (2022: $0.9012).

— A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 5.5% (2022: 2.5%).

55

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7. OTHER (CONTINUED)

AS AT 1 AUGUST 2023INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

32,478(650)(650)6506502,1802,180(1,784)(1,784)

Accounts receivable

318--------

Advances to employees

160--------

Derivatives used for hedging

Derivatives designated as cash

flow hedges (forward foreign

exchange contracts)

1,405-----5,520-(4,516)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

21,992----(1,062)(1,062)869869

Total increase / decrease

(650)(650)6506501,1186,638(915)(5,431)

If these movements were to occur, the post-tax impact on profit and loss and equity for each category of

financial investment:

AS AT 1 AUGUST 2022INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

35,113(702)(702)7027022,7102,710(2,218)(2,218)

Accounts receivable

466--------

Advances to employees

242--------

Derivatives used for hedging

Derivatives designated as cash

flow hedges (forward foreign

exchange contracts)

899-----2,477-(2,027)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

29,791----(1,560)(1,560)1,2761,276

Total increase / decrease

(702)(702)7027021,1503,627(942)(2,969)

The parent is not exposed to any interest rate or foreign exchange risk.

56

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023

7.5.5 CAPITAL RISK MANAGEMENT

The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure

that the Group continues to safeguard its ability to continue as a going concern. Group capital consists

of share capital, reserves and retained earnings. In order to meet these objectives, the Group may adjust

the amount of dividend payment made to shareholders. The Group has no specific banking or other

arrangements which require that the Group maintain specific equity levels.

7.6 EVENTS SUBSEQUENT TO BALANCE DATE

Subsequent to year end, the Board has resolved to pay a final dividend of 24.0 cents per share (partially

imputed at 75%) (2022: 24.0 cents not imputed). The dividend will be paid on 15th December 2023 to all

shareholders on the Company’s register as at 5:00pm, 8th December 2023.

7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS

Regulatory reporting requirements in relation to climate related disclosures were published on 15 December

2022 within the Aotearoa New Zealand Climate Standards. These standards are not mandatory for the

1 August 2023 reporting period and have not been early adopted by the Group. The Group is currently in the

process of evaluating the impact of the climate reporting requirements and will commence reporting for the

financial year ended 1 August 2024.

7. OTHER (CONTINUED)

57

GENERAL DISCLOSURESGENERAL DISCLOSURES
Board of Directors

Directors of the Company in office at the end of the year or who ceased to hold office during the year:

Principal activities of the Group

Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries are

Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Hallenstein Bros Limited and

Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100% owned by Hallenstein

Glasson Holdings Limited.

DirectorQualifications / ExperienceSpecial Responsibilities

Warren James BellM Com FCA. Appointed December 1986.

Mr Bell holds appointments on a number of

boards of both public and private companies,

and is a professional director.

Chairman of the Board

Non-executive

Non-independent Director

Timothy Charles GlassonAppointed November 1985 on merger with

Hallensteins. Tim is the founder of Glassons

womenswear retail chain and has a wealth of

experience in retail previously holding the CEO

role within the business for a number of years.

Non-executive Director

Non-independent Director

Graeme James PopplewellB Com FCA. Appointed March 1985.Graeme

has a wealth of experience in finance and retail

previously holding the CFO and CEO roles

within the business for a number of years.

Non-executive

Independent Director

Malcolm FordAppointed June 2010. Background includes

20 years with experience in direct sourcing

particularly in Asia, Mr Ford also has experience

in brand management across wholesale and

retail markets.

Non-executive

Independent Director

Karen BycroftBSC, Postgrad Marketing. Appointed November

2014. Background includes 25 years in Retail

in the UK and Australia with Marks and Spencer,

Sears, Woolworths, Spotlight and Country

Road. Experience in Strategy, Marketing, and

Leadership. Also an Associate of Melbourne

Business School and Executive Coach.

Non-executive

Independent Director

Sandra VincentAppointed October 2020. Background includes

35 years of experience in the wholesale and

retail fashion industry. Sandra is also the

joint Owner and Managing Director of Hartleys

which has 24 retail stores across New Zealand.

Non-executive

Independent Director

James GlassonAppointed April 2021. James joined Glassons

Australia in 2013, after completing a Master

of Arts; Fashion Retail at the London College

of Fashion (University of Arts). Taking on

various roles within the business over the

last 10 years, including Brand Manager,

General Manager, Acting National Retail

Manager, James was appointed to CEO

of Glassons Australia in October 2017.

CEO — Glassons Australia

Non-independent executive

Director

Joanne AppleyardAppointed November 2022. Jo is a partner at

Chapman Tripp and is a well-regarded senior

practitioner with over 30 years’ experience.

Jo specialises in employment, commercial and

resource management law. Jo was a member of

the NZ Markets Disciplinary Tribunal between

2011 and 2020.

Non-executive

Independent Director

58

GENERAL DISCLOSURESGENERAL DISCLOSURES
Review of operations

(a) Consolidated results for the Year Ended 1 August 2023

Directors

(a) Remuneration and all other benefits

(b) Dividend

Subsequent to balance date the Directors have declared a final dividend of 24.0 cents per share payable 15th

December 2023 (partially imputed at 75%).

*

Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and

contributions to superannuation as remuneration for his role as CEO of Glassons Australia.

(b) Shareholdings

$’00020232022

Operating revenue409,711351,214

Profit before income tax45,42135,086

Income tax(13,444)(9,481)

Profit for the year31,97725,605

Remuneration of

Directors

20232022

$’000

DIRECTORS

FEES

OTHER

PAYME NTS/

BENEFITS

TOTAL

REMUNERATION

DIRECTORS

FEES

OTHER

PAYME NTS/

BENEFITS

TOTAL

REMUNERATION

Ms J Appleyard62-62---

Mr W J Bell

135-135135-135

Ms K Bycroft

9591049521116

Ms M Devine

---57-57

Mr M Donovan

---7-7

Mr M Ford

100-100100-100

Mr J Glasson

*

-927927-673673

Mr T C Glasson

85-8585-85

Mr G Popplewell

85-8585-85

Ms S Vincent

85-8585-85

6479361,5836496941,342

Beneficially held20232022

W J Bell-1,143

M Ford

10,00010,000

J Glasson

*

141,233141,233

T C Glasson

11,950,58811,950,588

G J Popplewell

203,604203,604

S Vincent

50,30048,595

Non-beneficially held

M Ford and G Popplewell as custodians for Staff Share Scheme197,000247,000

*

Included within the 141,233 shares held by J Glasson are 97,000 shares which were purchased under the

Executive Employee Share Scheme that have not yet vested.

The table below sets out the total of the remuneration and the value of other benefits received by each Director

during the financial year ended 1 August 2023.

As at 1 August 2023 the Directors of the Company had the following relevant interests in the Company’s shares.

59

GENERAL DISCLOSURESGENERAL DISCLOSURES
DATE

PURCHASE / (SALE)

NUMBER OF SHARES$

On Market Sale26/05/23(30,095)(183,580)

On Market Sale30/05/23( 7, 41 6)(45 , 2 3 8)

On Market Sale31/05/23(2,489)(15,148)

On Market Sale1/06/23(835)(5,094)

On Market Sale2/06/23(4 ,1 65)(24,705)

On Market Sale6/06/23(5,000)(30,246)

(c) Interests in share dealing

In accordance with the Companies Act 1993, between 2 August 2022 and 1 August 2023 the Board received the

following disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the

Company and details of such dealings were entered in the Company’s interests register.

M Ford and G Popplewell as Trustees for the share purchase scheme

d) Disclosures of interests by Directors

In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which

Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding

office at 1 August 2023.

W J Bell

DirectorNew North Holdings Limited

DirectorWaiwetu Trustees Limited

DirectorMeadow Mushrooms Group of Companies

DirectorCyprus Enterprises Limited

DirectorSabina Ltd

DirectorGlasson Trustee Limited

Director152 Hereford Limited

DirectorCHC Properties Ltd

DirectorWarren Bell Ltd

DirectorPoraka Ltd

DirectorHickman Family Trustees Limited

TrusteeEmerald Trust

TrusteeWaiwetu Trust

S Vincent

DirectorHarpers Fashions Ltd

J Appleyard

PartnerChapman Tripp

MemberCommunity Law Canterbury

MemberUniversity of Canterbury Vice-Chancellor

Employment Committee

T C Glasson

DirectorSabina Ltd

DirectorGlasson Trustee Limited

DirectorCHC Properties Limited

DirectorJCG Trustee Limited

Director152 Hereford Limited

DirectorSIG Trustee Limited

DirectorNew North Holdings Limited

Director847 New North Road Limited

TrusteeHallenstein Glasson Staff

Benefit Trust

M Ford

TrusteeHallenstein Glasson

Staff Benefit Trust

K Bycroft

None

G J Popplewell

TrusteeHallenstein Glasson Staff

Benefit Trust

J Glasson

DirectorGlasson Trustee Limited

DirectorJCG Trustee Limited

(e) Subsidiary Companies

The persons who held office as Directors of subsidiary companies at 1 August 2023 are as follows:

Hallenstein Bros Limited

Mr W J Bell, Mr M Ford, Mr T C Glasson and Mr G J Popplewell

Hallenstein Brothers Australia Limited

Mr W J Bell, Mr T C Glasson and Mr G J Popplewell

Glassons Limited

Mr W J Bell, Mr T C Glasson and Mr G J Popplewell

Glassons Australia Limited

Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell

Hallenstein Properties Limited

Mr W J Bell, Mr T C Glasson and Mr G J Popplewell

Mr W J Bell

On Market Sale30/09/22(1,143)(5,755)

Ms S Vincent

On Market Purchase12/05/20231,70511,005

60

GENERAL DISCLOSURESGENERAL DISCLOSURES
T C Glasson

DirectorSabina Ltd

DirectorGlasson Trustee Limited

DirectorCHC Properties Limited

DirectorJCG Trustee Limited

Director152 Hereford Limited

DirectorSIG Trustee Limited

DirectorNew North Holdings Limited

Director847 New North Road Limited

TrusteeHallenstein Glasson Staff

Benefit Trust

M Ford

TrusteeHallenstein Glasson

Staff Benefit Trust

K Bycroft

None

G J Popplewell

TrusteeHallenstein Glasson Staff

Benefit Trust

J Glasson

DirectorGlasson Trustee Limited

DirectorJCG Trustee Limited

Employee Remuneration20232022

100,000-109,99979

110,000-119,99978

120,000-129,99975

130,000-139,99953

140,000-149,99942

150,000-159,99954

160,000-169,99913

170,000-179,99912

180,000-189,99931

190,000-199,99913

200,000-209,99911

210,000-219,9991 -

220,000-229,99923

230,000-239,999 - 1

240,000-249,99922

260,000-269,9991 -

270,000-279,9991 -

280,000-289,999 - 2

290,000-299,999 - 2

300,000-309,9992 -

320,000-329,9991 -

330,000-339,99911

340,000-349,9991 -

350,000-359,99931

360,000-369,99911

370,000-379,9991 -

400,000-409,999 - 1

460,000-469,999 - 1

470,000-479,9991 -

500,000-509,99912

640,000-649,999 - 1

690,000-699,9991 -

(f) Directors’ Insurance

As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993 the

Company has arranged Directors' and Officers' Liability Insurance that ensures Directors will incur no monetary

loss as a result of actions undertaken by them as Directors provided they act within the law.

(g) Directors’ and Officers’ Use of Company Information

During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use

of Company information.

State of Affairs

The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under

review are included in the Chairman’s Report and the audited Statement of Comprehensive Income.

Employee Remuneration

The number of employees with the Group (other than Directors) receiving remuneration and benefits above

$100,000 in relation to the year ended 1 August 2023 was:

61

GENERAL DISCLOSURESGENERAL DISCLOSURES
Chief Executive Remuneration

The remuneration of the Group Chief Executive Officer for the year ended 1 August 2023 was:

SALARYKIWISAVER

SHORT-TERM

INCENTIVE

OTHER

BENEFITS

SUB

TOTAL

LONG-TERM

INCENTIVE

TOTAL

REMUNERATION

Group Chief

Executive Officer —

Stuart Duncan

551,639.40 19,848.99 110,000.00 11,134.92 692,620.31 - 692,620.31

The remuneration of the Group Chief Executive Officer comprises fixed and performance payments. Fixed

remuneration includes a base salary, contributions to Kiwisaver, health insurance and a carpark. The Group Chief

Executive Officer received a short-term incentive of $110,000. The STI was approved by the Board and is linked to

the Group’s financial performance against set targets.

Remuneration to Auditors

The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $218,970.

EXERCISE OF NZX POWERS

During the year NZX referred to the NZ Markets Disciplinary Tribunal two matters relating to the Company’s

conduct. The Company accepted that it had breached: listing rule 2.6.3 by failing to disclose promptly and

without delay a change to its assessment of the independence status of Mr Popplewell; and also breached

listing rule 2.13.2(c) by failing for a period of four years to have a majority of independent directors on its

Audit Committee.

The breach of listing rule 2.13.2(c) resulted from a misunderstanding of the listing rules rather than any

intention to commit the breach. In addition, NZ RegCo did not identify any actual loss or impact on investors

or the market, or any financial benefit or commercial advantage to HLG, as a result of the breach.

HLG accepted the breaches at the first opportunity when notified by NZ RegCo, cooperated fully with

NZ RegCo’s investigation of the matter, has taken steps to address its compliance issues and had a good

compliance history before this referral to the Tribunal.

The Company paid a $75,000 fine to NZX plus costs and was publicly censured for the breaches.

62

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
63

The Board of Directors of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining the

highest standards of corporate governance. This statement gives an overview of the policies and processes

that are in place throughout the Company and how best-practice standards of corporate governance

are followed. This statement is current at 27 October 2023 and follows the principles outlined in the

NZX Corporate Governance Code dated 17 June 2022 (the Code) and outlines how HGHL is applying the

recommendations in the Code or where it is not currently following a certain code recommendation (and the

reason for this). Refer to the table on page 69 for further details.

The key HGHL corporate governance policy documents including the Board and Board committee charters

are available at www.hallensteinglasson.co.nz/investment-centre.

PRINCIPLE 1 — CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this behaviour and hold management

accountable for these standards being followed throughout the organisation.”

CODE OF ETHICS

The Board is committed to the highest standards of conduct and ethical behaviour in all business activities

and has adopted a code of ethics to promote and support a culture of honest and ethical behaviour,

corporate compliance and good corporate governance.

The Code of Ethics sets out the standards of conduct expected of the Directors, senior management

and employees in carrying out their day-to-day duties. This code provides a guide to the conduct that is

consistent with the Company’s values, business goals and legal obligations. The code contains the internal

reporting procedures for any breaches.

New employees receive a copy of the Code of Ethics as part of their induction, and it is available on the

Group’s website. The Board reviews the Code of Ethics annually.

FINANCIAL PRODUCT TRADING POLICY

HGHL is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring

adherence to all applicable laws and regulations. The Financial Product Trading Policy details the Company’s

policy in relation to trading HGHL shares and includes restrictions on and procedures for Directors and

employees.

The policy details the procedure which must be followed when Directors and senior management (or their

related parties) wish to trade in the Company’s shares. They must notify HGHL and obtain consent prior to

trading in HGHL shares and are only permitted to trade within the periods of two windows. These windows

are from the day on which HGHL’s half year results are released (during March) and 1 July and between the

full year announcement (during September) and 1 January. Trading by an individual holding non-public

material information about the Company is prohibited.

Directors and senior managers must advise the NZX promptly and without delay if they trade in the

company’s shares within the timeframes required by law.

PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE

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

and perspectives.”

THE BOARD

The Board of Directors is elected by shareholders to oversee the management of the Company and is

responsible for all corporate governance matters and reporting to shareholders. The Board has adopted a

board charter which sets out the roles and responsibilities of the Board and outlines how this interacts with

the role of the Group’s management. The Board Charter is available on the Group’s website.

The Board establishes the Company’s objectives, determines the strategies for achieving those objectives,

and monitors management performance. It also establishes delegated authority limits for capital expenditure,

treasury, and remuneration.

Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with

its own management team. The Board delegates the responsibility for the day-to-day management of

each subsidiary to the management of that subsidiary. The Board is responsible for the appointment of,

and assessment of the performance of, the Group Chief Executive Officer and the members of the senior

management team.

The Board meets at least ten times each year, and in addition a full corporate strategy meeting is held each

year. Directors receive monthly reporting including profit and loss and balance sheets for each operating

subsidiary, together with operations reports from the senior executive from each business unit.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
64

BOARD MEMBERSHIP

The Board comprises seven non-executive Directors and one executive Director (being James Glasson, the Chief Executive

Officer of Glassons Australia). The Chairperson is a non-executive Director and is a different person to the Group Chief

Executive Officer for the purposes of Code Recommendation 2.9. Refer to the table on page 69 for further details.

INDEPENDENT DIRECTORS AT 1 AUGUST 2023:

Malcolm Ford

Karen Bycroft

Graeme Popplewell

Sandra Vincent

Joanna Appleyard

NON INDEPENDENT DIRECTORS AT 1 AUGUST 2023:

Warren Bell (Chairman)

Timothy Glasson

James Glasson

In determining director independence, the Board has regard to the disqualifying relationship factors set out in the

NZX listing rules and the Code. Timothy Glasson is not independent because he is a substantial product holder in the

Company. Warren Bell is not an independent director because he has close business connections with Timothy Glasson

including directorships of non-Group entities associated with Timothy Glasson. James Glasson is not an independent

director because he is also an executive within the Group.

The Board is currently comprised of a majority of independent Directors (Code Recommendation 2.8), and is of the view

it has an optimal mix of skills and experience to govern the Group. The Board is satisfied that it operates in an effective

independent manner notwithstanding a number of its Directors are technically considered to not be independent for the

purpose of the NZX Listing Rules.

Under the NZX Listing Rules a Director must not hold office past the later of three years and the third annual meeting

after their appointment without being re-elected by shareholders.

The Board may at any time appoint a person to be a Director either as an additional Director or to fill a casual vacancy.

Any person who is appointed a Director by the Board shall retire from office at the next annual meeting of the Company

but shall be eligible for election by shareholders at that next meeting.

A list of the Directors and their profiles, experience and qualifications is on page 58 of this report. A list of their relevant

ownership interests is on page 59 of this report.

NOMINATION AND APPOINTMENT OF DIRECTORS

The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment

as a Director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating

to Board composition, considerations for new Director appointments and the process by which potential Directors are

nominated and assessed. All new Directors enter into a written agreement with HGHL setting out the terms of their

appointment.

DIVERSITY

HGHL believe that all eligible people get an equal opportunity and are all treated fairly regardless of backgrounds,

views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking style or

preferences. The company has adopted a Diversity and Inclusion Policy that ensures it is continually developing a work

environment that supports equality and inclusion regardless of difference.

In accordance with HGHL’s Diversity and Inclusion Policy, the Board has established measurable objectives, including Senior

Management gender diversity, and are making good progress in achieving these objectives. The Board has responsibility

for implementing, reviewing, reporting and overseeing the policy.

Details of gender composition of the Group’s Directors and Officers as at the balance date are as follows:

Gender diversity as at 1 August20232022

Directors

Female

32

Male

55

Officers*


Female

11

Male

43

*Officers means those persons who are concerned or take part in the management of the Company’s business and

who report directly to the Board or to a person who reports to the Board.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
65

The Board ensures that new Directors are appropriately inducted to their role. Continuous education is also

undertaken by Directors as appropriate to ensure sure that they have skills that are relevant and up to date, and

that allow them to perform their role as Directors.

The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with

Directors individually to discuss their individual performance during the year.

PRINCIPLE 3 — BOARD COMMITTEES

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

Board responsibility.”

REMUNERATION COMMITTEE

The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Tim Glasson.

The other members of the Committee as at 1 August 2023 were Warren Bell and Sandra Vincent. The function of

the Committee is to make specific recommendations on remuneration packages and other terms of employment

for Directors and senior management. Management may only attend Committee meetings at the Committee’s

invitation. The Committee utilises independent advice where necessary to ensure remuneration practices are

appropriate for the Company, and to ensure the best possible people are recruited and retained. Although the

Committee does not currently have a majority of independent Directors in line with Code recommendation 3.3,

and did not during the accounting period, the Board believes the current membership has an optimal mix

of skills and experience to ensure the Committee achieves its objectives. In addition, the Committee makes

recommendations to the full Board for consideration. Refer to the table on page 69 for further details including

changes made to the composition of Board committees subsequent to the balance date.

The Remuneration Committee Charter is available on the Group’s website.

AUDIT COMMITTEE

The Audit Committee is comprised of non-executive members of the Board and is chaired by Malcolm Ford.

The other members of the Committee are Warren Bell and Graeme Popplewell, both of whom are Fellows of

Chartered Accountants Australia New Zealand (CAANZ) with an extensive accounting and financial background.

The Committee comprises a majority of independent directors. The Board believes the current membership has

an optimal mix of skills and experience to ensure the Committee achieves its objectives. The Committee meets

directly with the external auditors and receives all correspondence between the Company and its auditors. The

main responsibility of the Committee is to ensure internal controls are effective, financial reporting is reliable,

and applicable laws and regulations are complied with. Management may only attend Committee meetings at the

Committee’s invitation.

The Audit Committee Charter is available on the Group’s website.

NOMINATIONS COMMITTEE

The Nominations Committee is comprised of non-executive members of the Board and is chaired by Ms Sandra

Vincent. The other members of the Committee are Timothy Glasson and Warren Bell. When appropriate, the

Committee will make recommendations to the Board on the appointment of Directors. Although the Committee

does not currently have a majority of independent Directors in line with Code recommendation 3.4, and did

not during the accounting period, the Board believes the current membership has an optimal mix of skills and

experience to ensure the Committee achieves its objectives. In addition, the Committee makes recommendations

to the full Board for consideration. Refer to the table on page 69 for further details including changes made to the

composition of Board committees subsequent to the balance date.

The Nominations Committee Charter is available on the Group’s website.

OVERVIEW OF BOARD COMMITTEES

The Board does not operate any other committees apart from the Audit Committee, the Remuneration Committee

and the Nominations Committee. HGHL has considered whether any other standing Board committees are

appropriate and has determined not. Each committee operates under a charter which is available on the Group’s

website. Committee members are appointed from members of the Board and membership is reviewed on an

annual basis. Any recommendations made by the committees are submitted to the full Board for formal approval.

Directors and other employees of the Group have established both a Health and Safety Committee and a

Sustainability Committee to ensure appropriate governance, performance and compliance is carried out in these

key areas. These committees are not Board committees.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
66

BoardRemunerationAuditNominations

Number of meetings held12222

AttendedAttendedAttendedAttended

Warren Bell12222

Timothy Glasson112-2

Graeme Popplewell12-1-

Malcolm Ford11-1-

Karen Bycroft11-1-

Sandra Vincent122-2

James Glasson12

---

Joanne Appleyard

1

7-1-

1

Joanne Appleyard’s Directorship commenced on 10 November 2022.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2023

HEALTH & SAFETY COMMITTEE

HGHL has also established a Health and Safety Committee. The Committee is not a Committee of the

Board, although its members include Directors, Stuart Duncan, the Group Chief Executive Officer, as well

as employees of the Group.

The Committee is chaired by Ms Karen Bycroft. The Committee oversees the:

— Group’s existing health and safety systems and processes.

— Approval of health & safety policies and procedures for the Group.

— Monitoring of any incidents, hazards and risks within the Group’s business.

— Communication to the Board on health and safety matters and ensures the Board is informed on matters relating

to health and safety governance, performance and compliance.

— Regular assessments on health and safety systems.

The Health and Safety Committee met four times during the year ended 1 August 2023.

The Health and Safety Committee Charter is available on the Group’s website.

SUSTAINABILITY COMMITTEE

HGHL has also established a Sustainability Committee. The Committee is not a Committee of the Board, although its

members include Directors, Stuart Duncan, the Group Chief Executive Officer, as well as employees of the Group.

The Committee is chaired by Mr Stuart Duncan. The Sustainability Governance Board Committee guides our

sustainability strategy and monitors how we are tracking against our sustainability goals. The Committee meets

every quarter to review performance and provide strategic input and governance.

TAKEOVER RESPONSE

The Board has implemented protocols that set out the procedures to be followed if a takeover offer is received by HGHL.

PRINCIPLE 4 — REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of

corporate disclosures.”

Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles

applied in New Zealand, and in compliance with relevant legislation and NZX requirements.

The Group’s Sustainability report is on page 10. The Group has appointed a sustainability Committee to consider risks

on environmental, social and governance factors.

The Committee has developed the key areas of focus being:

— environmentally sustainable certified fabrics and product stewardship;

— Supplier partnerships and ethical factories;

— our carbon footprint, climate change preparations and environmental impact;

— diverse workforce and safe working environment for all;

— team career development.

During the year Mr. M. Ford and Mr. G. Popplewell were unable to attend one of the scheduled audit committee

meetings. Ms. J. Appleyard (acting Chairperson) and Ms. K. Bycroft attended in their absence.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
67

The Board is responsible for ensuring it meets its obligation for continuous disclosure in accordance with the NZX

Listing Rules and acknowledges that the intent of these rules is to enable shareholders and the investment market

generally to be promptly informed of any events that may be price sensitive in regards to the Company’s share price.

The Board has adopted a market disclosure policy which outlines the obligations of HGHL and relevant HGHL

personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the policy is available on the Group’s

website.

All key corporate governance documents, including charters and policies, are available on the Group’s website at

www.hallensteinglasson.co.nz/about-us.

PRINCIPLE 5 — REMUNERATION

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

Details of Directors’ and Group Chief Executive Officer’s remuneration are shown on page 62 of this report.

Shareholders are asked to approve any increases to the pool of Directors’ fees from time to time as required by

the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand based

organisations of a similar scope and size.

Key executive remuneration comprises a base salary together with short term and long term incentives that are

based on performance which are earned subject to company profitability. The Remuneration Committee seeks

independent advice where appropriate when setting key executive remuneration.

HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of

all Non-executive Directors and senior management with the aim to ensure that remuneration is fair and

appropriate. A copy of the policy is available on the Group’s website.

PRINCIPLE 6 — RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer has appropriate processes that identify and manage

potential and material risks.”

The Board is responsible for reviewing and approving the Company’s risk management strategy and maintains

a risk framework that identifies and seeks to manage risks throughout the HGHL Group. It also seeks to

identify new and emerging risks to the HGHL Group through this framework. The Board delegates day-to-day

management of risk to the Group Chief Executive Officer who may further delegate such responsibilities to his

or her executives and other officers. Significant risks are discussed at Board meetings as required.

While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit

Committee reviews the reports of management and the external auditors on the effectiveness of systems for

internal control, financial reporting and risk management. To assist in discharging this responsibility, the Board

has in place a number of strategies designed to safeguard the Company’s assets and interests and to ensure the

integrity of reporting.

The Company maintains insurance cover with reputable insurers for most types of insurance risk. All HGHL

Group Directors and senior managers have the benefit of an indemnity as permitted by the Companies Act 1993

and HGHL’s constitution. The HGHL Group has also implemented Director and Officer (D&O) insurance cover at

HGHL’s cost. Details of these indemnities and insurance are disclosed in HGHL’s interests register as required.

HEALTH & SAFETY

The Company has health and safety systems and processes in place that includes training employees and recording

any incidents, hazards and risks. These systems ensure we continue to provide a safe working environment for staff,

contractors and customers. HGHL has also established a Health and Safety Committee as part of its commitment

to protecting the health, safety and wellbeing of HGHL group employees – see details of the Committee and its

role above.

The Health & Safety Committee, along with senior management, is responsible for ensuring that Health and Safety

has appropriate focus and is sufficiently resourced within the Group. Senior management work with the Health &

Safety committee to investigate incidents, analyse hazard/incident trends to identify and mitigate potential health

and safety risks and review, develop and monitor compliance with health and safety processes and procedures.

Health & Safety is a consistent item on the Board meeting agendas to keep all Directors informed of the Group’s

performance across a range of measures.

The Board and the Committee receive detailed reporting on health and safety performance including health and

safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and safety forum

meetings. There has been minimal lost time due to incidents or injuries over the last financial year. The company

continues to work to mitigate risk both in store and in our Fulfilment Centres.

All staff are trained on Health & Safety procedures at induction, some examples of these include working from height,

manual lifting and personal safety.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
68

Registers are kept of potential hazards at each store and regular reviews/audits of compliance with health and safety

processes and procedures are carried out. The Group also provides an Employee Assistance Programme (EAP) to

support with employee wellbeing.

Particular focus is placed on safety in our Distribution Centres and regular risk assessments are carried out. Risks in

our distribution centres include material handling equipment (forklifts); heavy/light vehicles; working at height; falling

objects; manual handling strains/injuries and fatigue; slips, trips and falls. It is ensured that all forklift and heavy machinery

operators are licensed accordingly and have completed appropriate certified training. Daily equipment inspections are

performed, site inductions are carried out with all visitors, staff and contractors, and controls are implemented where

risks are identified as part pf the hazard risk assessments.

During the period in review, we introduced a new digital reporting system that records injuries, hazards, aggressive

behaviour incidents and overt theft. This has improved our understanding of the nature and number of incidents that

impact our teams and allowed us to respond with solutions tailored to suit individual circumstances. It has also directed

us toward any improvement needed in equipment available for use in our stores and distribution centres.

Staff are encouraged to report all injuries including minor scrapes, tweaks, and scratches in order that we can ensure

we’re providing the safest possible working environment and as a check that the training we provide stays relevant to

the work environment. Our statistics include customers who may have suffered a medical event or similar incident while

visiting our premises.

Our independent EAP provider is available to support all team members across the group. Access is not limited to dealing

only with work related challenges that an employee may be experiencing.

During the year the Group recorded 74 injuries, 6 near misses, and 146 sessions were initiated with our EAP provider.

There were no instances of fatalities from work related ill health or injury.

PRINCIPLE 7 — AUDITORS

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

The Audit Committee is responsible for overseeing the external audit arrangements. Ensuring that external audit

independence is maintained is one of the key aspects in discharging this responsibility. An Audit Independence Policy

has been adopted by the Committee to assist in meeting this responsibility. The Audit Independence Policy covers the

following areas:

— Provision of related assurance services by the external auditors.

— Auditor rotation.

— Relationships between the auditor and the Company.

— Approval of Auditor.

The Audit Committee shall only recommend the appointment of a firm to be auditor if that firm would be regarded by

a reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising objective

and impartial judgement on all issues encompassed within the auditor’s engagement. The Audit Committee must

recommend the approval of significant permissible non-audit work assignments that are awarded to an external auditor.

A copy of the policy is available on the Group’s website.

The external auditors are required to be available at each annual meeting.

INTERNAL AUDIT

The Company does not have an internal audit function. The Board is confident the key risks of the business are

being adequately managed and the internal control framework is operating effectively, including through the risk

identification and management processes outlined above.

PRINCIPLE 8 — SHAREHOLDERS’ RIGHTS AND RELATIONS

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

encourage them to engage with the issuer.”

The Company releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key

announcements to the company website at www.hallensteinglasson.co.nz. Other key information, including annual reports,

the constitution and key corporate governance documents are also posted for ease of reference. Consistent with best

practice and the Company’s continuous disclosure obligations under the NZX Listing Rules, external communications that

may contain market sensitive data are released through NZX in the first instance. The Board approves all communications

with shareholders.

Shareholders are provided with the option of receiving communications from the Company electronically. The Company’s

website includes a section on investor communications and the Company welcomes investor enquiries.

It is the Company’s intention that notices of annual and any special meetings of shareholders are sent to shareholders and

posted on the Company’s website at least 20 working days prior to the meeting.

The Company refers any significant matters, as required by the Companies Act and NZX Listing Rules, to shareholders for

approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by polling if

attending the meeting in person.

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
NZX Code Principle

NZX Code

Recommendations

Key Difference

Status and alternate Board-approved


governance practices

To ensure an

effective Board

there should

be a balance of

independence,

skills, knowledge,

experience and

perspectives.

2.9 An issuer

should have an

independent chair

of the Board.

The chair of the

Board is not an

independent

Director.

The chair Warren Bell is not independent because he has close

business connections with a substantial product holder in the

Company. The Company does not follow Recommendation

2.9 because:(a) the Board considers the benefit of Mr Bell’s

skills and experience as Board chair outweigh any impact of

this disqualifying relationship; and (b) the Board as a whole

comprises a majority of independent Directors. The Board

also considers Mr Bell brings independent judgement in

his role as Chair and is able to fulfill his duties as a director

without being impeded by this disqualifying relationship.

The Board ensures that Mr Bell also recuses himself from

deliberations and decision-making around matters where

an actual or perceived conflict of interest might arise over

something that relates to Mr Timothy Glasson’s non-Group

interests.

The Board should

use committees

where this will

enhance its

effectiveness in

key areas, while

still retaining Board

responsibility.

3.3 At least a

majority of the

remuneration

committee should

be independent

Directors.

The remuneration

committee

comprises three

Directors, two

of whom are

non-independent

Directors.

The Board believes the membership has the right mix of

skills and experience to ensure the Committee achieves its

objectives. The Board requires any Committee deliberations

to be approved by the full Board, which does comprise a

majority of independent Directors.

Following review of the composition of all Board committees,

the Board approved Mr Graeme Popplewell becoming a

member of the remuneration committee in place of Mr

Timothy Glasson on 19 October 2023, with Mr Popplewell also

becoming chair of the remuneration committee. This change

means the Company now complies with Recommendation 3.3.

The Board should

use committees

where this will

enhance its

effectiveness in

key areas, while

still retaining Board

responsibility.

3.4 At least a

majority of the

nominations

committee should

be independent

Directors.

The nominations

committee

comprises three

Directors, two

of whom are

non-independent

Directors.

The Board believes the membership has an optimal mix of

skills and experience to ensure the Committee achieves its

objectives. The Board requires any Committee deliberations to

be approved by the full Board, which does comprise a majority

of independent Directors.

Following review of the composition of all Board committees,

the Board approved Mr Graeme Popplewell becoming a

member of the nominations committee in place of Mr Timothy

Glasson on 19 October 2023. This change means the Company

now complies with Recommendation 3.4.

The Board should

respect the rights

of shareholders and

foster constructive

relationships with

shareholders that

encourage them to

engage with


the issuer.

8.5 The Board

should ensure

that the notice of

annual or special

meeting 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.

The notice of

meeting for

the AGM on 15

December 2022

was posted on

the company’s

website 13

working days

before the

meeting, rather

than at least

20 working

days prior to

the meeting

as set out in

recommendation

8.5 of the Code.

The notice contained standard resolutions relating to the

election of a new Director (who had been appointed by the

Board prior to the meeting), re-election of an existing Director

and reappointment of the company’s auditors.

The notice did not contain any information that was not

otherwise accessible on the company’s website and

biographical information about the new Director had

previously been made available in a market announcement to

shareholders at the time of the Director’s appointment. In all

respects, the content and sending of the notice of meeting

complied with the requirements of the Listing Rules and the

Companies Act.

Every effort will be made to ensure notices of future

shareholder meetings are posted on the website at least 20

working days prior to the relevant meeting.

Areas of divergence from the NZX Corporate Governance Code dated 17 June 2022

69

SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 29 SEPTEMBER 2023

RANGE

HOLDER

COUNT

HOLDER

COUNT %

HOLDING

QUANTITY

HOLDING

QUANTITY %

1 to 499 619

11.0 131,983 0.22

500 to 999

520 9.2 352,989 0.59

1,000 to 1,999

1,087 19.2 1,428,911 2.40

2,000 to 4,999

1,556 27.5 4,661,382 7. 81

5,000 to 9,999

916 16.2 6,022,889 10.10

10,000 to 49,999

840 14.9 14,736,261 24.70

50,000 to 99,999

72 1.3 4,675,863 7. 8 4

100,000 to 499,999

29 0.5 4,586,975 7. 69

500,000 to 999,999

3 0.1 1,585,430 2.66

1,000,000 Over

7 0.1 21,466,378 35.99

Total

5,649 59,649,061 100

70

SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
RANKNAMEADDRESSUNITS

% OF

UNITS

1Timothy Charles GlassonPO Box 248, Christchurch, 814011,950,58820.03

2

New Zealand Depository

Nominee Limited

PO Box 2959 Wellington, 6140

1,985,8713.33

3

BNP Paribas Nominees (NZ)

Limited — NZCSD

PO Box R209 Royal Exchange

Sydney,NSW, Australia, 1225

1,734,9632.91

4Custodial Services Limited

C/- Craigs Investment Partners

PO Box 13155 Tauranga, 3141

1,673,6602.81

5

Accident Compensation

Corporation — NZCSD

C/- JP Morgan Attn Asset Services

Level 13 2 Hunter Street Wellington,

6011

1,543,9682.59

6

Citibank Nominees (New

Zealand) Limited — NZCSD

GPO Box 764G Melbourne Vic,

Australia, 3000

1,492,3262.50

7FNZ Custodians Limited

PO Box 396 Wellington, 61401,085,0021.82

8

Hickman Family Trustees Limited

PO Box 79084 Avonhead

Christchurch, 8446

565,0000.95

9

Tea Custodians Limited Client

Property Trust Account — NZCSD

ATT: Chris Campbell

PO BOX 3121 Wellington, 6140

520,4300.87

10

Kevin James Hickman &

Joanna Hickman

24 Waiwetu Street Fendalton

Christchurch, 8052

500,0000.84

11

HSBC Nominees (New Zealand)

Limited — NZCSD

PO Box 5947 Victoria Street

West Auckland, 1142

398,3690.67

12

Forsyth Barr Custodians LimitedPrivate Bag 1999 Dunedin, 9054324,7620.54

13

JBWere (NZ) Nominees Limited

Private Bag 92085 Victoria Street

West Auckland, 1142

301,4310.51

14

GMH 38 Investments Limited

77B Long Drive St Heliers

Auckland, 1071

225,8750.38

15

ACE Finance Limited

4 Hawkswood Place Avonhead

Christchurch, 8042

219,6770.37

16

Graeme James Popplewell

26 Lemington Road Westmere

Auckland, 1022

203,6040.34

17

Hobson Wealth Custodian

Limited

PO Box 991 Wellington, 6140196,4410.33

18

David John Wensley & Juliet

Louise Wensley

12A Strowan Road Strowan

Christchurch, 8052

175,0000.29

19

Fay Elizabeth Salkeld

49 Fairway Drive Shirley

Christchurch, 8061

168,1100.28

20

Albany Braithwaite Holdings

Limited

Apt 2B 3 Clyde Quay Wharf

Te Aro Wellington, 6011

166,3500.28

Totals: Top 20 Holders Of Ordinary Shares25,431,42742.64

Total Remaining Holders Balance34,217,63457. 36

TOP 20 SHAREHOLDING AS AT 29 SEPTEMBER 2023

71

SUBSTANTIAL PRODUCT HOLDERS

As at 1 August 2023, the Company's only substantial product holder was Timothy Charles Glasson. Mr Glasson held

11,950,588 ordinary shares in the Company at that date according to both disclosures made by Mr Glasson and the

Company’s records. The total number of voting securities (fully paid ordinary shares) of the Company as at 1 August

2023 was 59,649,061.

ANNUAL BALANCE DATE
PRELIMINARY PROFIT

ANNOUNCEMENT

REPORTS AND ACCOUNTS

PUBLISHED

HALF YEAR RESULTS

INTERIM DIVIDEND

ANNUAL GENERAL MEETING

0 1 A U G U S T

SEPTEMBER

OCTOBER

MARCH

APRIL

12 DECEMBER 2023

AUDITORSAUDITORS

PRICEWATERHOUSECOOPERS

BANKERSBANKERS

ANZ BANK

NEW ZEALAND LTD.

REGISTERED OFFICEREGISTERED OFFICE

L E V E L 3

235 – 237 BROADWAY

NEWMARKET

AUCKLAND 1023

TEL +64 9 306 2500

FAX +64 9 306 2523

POSTAL ADDRESSPOSTAL ADDRESS

PO BOX 91 – 148

AUCKLAND MAIL CENTRE

A U C K L A N D 1 1 4 1

SHARE REGISTRARSHARE REGISTRAR

COMPUTERSHARE INVESTOR

SERVICES LIMITED


PRIVATE BAG 92119

A U C K L A N D 1 1 4 2

TEL +64 9 488 8700

WEBSITESWEBSITES

HALLENSTEINGLASSON.CO.NZ

GLASSONS.COM


HALLENSTEINS.COM

CALENDARCALENDAR

DIRECTORYDIRECTORY

72

HALLENSTEINS.COM
GLASSONS.COM

HALLENSTEINGLASSON.CO.NZ

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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