Briscoe Group Limited logo

Annual Report

Annual Report8 April 2024BGPConsumer Discretionary

RETAIL
IS OUR

WORLD.

Briscoe Group

Limited

Annual Report 2024

04 At a glance
06 Board of Directors’ Review

08 Managing Director’s Review

12 Financial Performance

14 Supply Chain

16 Sustainability

23 Climate-Related Disclosures

32 Consolidated Financial Statements

69 Independent Auditor’s Report

73 Corporate Governance Statement

88 General Disclosures

91 Top 20 Shareholders

92 Directory

Contents

3
Briscoe Group Limited Annual Report 2024

At a glance
We are a leading New Zealand retailer

with a blend of bricks-and-mortar and

online shopping channels, offering

our customers the best range of

international brands at great prices.

47

BRISCOES

HOMEWARE STORES

43

REBEL SPORT

STORES

01

DISTRIBUTION

CENTRE

01

AUCKLAND

BASED SUPPORT

CENTRE

Briscoe Group Limited Annual Report 2024 | At a glance

4

More than 2,300
Team Members

Record Group sales

of $792 million

$1.15 million

raised for

Cure Kids

7 stores fully

refurbished

1.7 million online

orders fulfilled

Customer

database now

over 1.8 million

Briscoe Group Limited Annual Report 2024 | At a glance

5

Board of
Directors’

Review

Briscoe Group’s resilience to adverse trading conditions and

competitive pressures was tested further in the latest year to

January 2024. Over a period when few retailers would have

expected to perform well, it is a pleasure to reflect that our

business produced results that were comparable with the

heightened levels achieved in recent years – record sales and

net profit slightly short of the high mark set in the previous

year.

In a year of ‘slow or no’ economic growth, poor consumer

sentiment, election uncertainty and increasing cost and

margin pressures, the challenges for retail were varied and

complex. Briscoe Group demonstrated once again its ability

to absorb and transcend the difficulties, retaining high

performance while continuing to lay the foundations for

future success.

As a Board, we believe the quality and agility of our senior

leadership team remains the keystone of our performance

and the dedicated support provided by teams in all parts of

the business continues to be crucial.

Our strategy programme completed its initial three-year

phase with key objectives for that period achieved, and with

a range of new initiatives in place and contributing to results.

Significant progress was made on our largest current project,

to establish a new distribution centre in South Auckland.

It would be easy to view the strategy programme as a set of

loosely-related initiatives contributing separately to growth.

It is important to see it in a broader perspective – as an

integrated programme based on a deepening understanding

of our society, customers, retail trends, technology and other

influences. That understanding is built on a considerable

body of research into customers, an accumulation of internal

knowledge and expertise, and long-term relationships with

trusted external advisers where needed.

Dropping down from the broader perspective, the strategy

programme has been focused in three key areas – enhancing

customer experience, improving our supply chain and

developing new revenue streams. Planning and preparation

for the next phase of work is well under way.

The outstanding success of our online platform continued

with improvements at the front-end providing a range

of benefits and options for our customers. Back-end

improvements enhanced the engagement and performance

of our people, while providing performance gains and further

development options at the Group level.

The store development programme continued and, with

around 80% of Group sales still completed in-store, it remains

a vital element in keeping the total offering we make to

customers interesting and relevant. Seven full store fitouts

were completed, along with smaller projects to upgrade and

enhance a number of stores within the network.

We made significant progress in the Steps to a Better

Tomorrow programme, which is about sustainability and our

determination to support the commitment our customers and

the broader community have to protecting the environment.

A key milestone is the publication of our first mandatory

climate related disclosures under standards established by

the External Reporting Board. This information is part of a

separate section on Environmental, Social and Governance

matters, from page 16 of this report.

Our highest priority remains the wellbeing of our team

members, addressed through programmes that provide

opportunities for education and training, along with measures

to ensure their safety and security as they go about their work.

On behalf of the Board, I express our appreciation of their

loyalty and commitment, and of the role they have played in

achieving our recent results.

Dividend

The directors have resolved to pay a final dividend of 16.5

cents per share (cps). The dividend is fully imputed and,

when added to the interim dividend of 12.5cps, brings the

total dividend for the year to 29.0cps. The share register

closed to determine entitlements to the final dividend at

5pm on 20 March 2024 and it was paid on 27 March 2024.

We were delighted to once again be in a position to increase

both the interim and final dividends for the year.

Corporate Governance

Briscoe Group is committed to the highest standards of

governance and management, based on implementing best

practice structures and policies. It has always been a strong

feature of the Company that the Board and Executive team

work effectively together and are aligned around the business

objectives.

The Board recently made its annual determination in respect

of independence of directors. It was determined that all

directors other than the Managing Director continue to

be independent. As part of that determination, the tenure

of the Chair was considered carefully. While the Board

Briscoe Group Limited Annual Report 2024 | Board of Directors’ Review

6

7Briscoe Group Limited Annual Report 2023
acknowledged that the tenure was significant, it agreed

unanimously that it did not compromise in any way the

Chair’s ability to bring an independent view, act in the best

interests of the Company and represent the best interests of

all shareholders.

In compliance with the NZX Listing Rules in relation to

rotation of directors, the Chair will retire and seek re-election

at the upcoming Annual Meeting but has indicated to the

Board that, if re-elected, it will be her final term serving as a

Briscoe Group Director.

Equity-Based Remuneration Scheme

The Board is of the view that all shareholders benefit from

the participation of key senior executives in long-term,

appropriately-priced, equity-based remuneration that

crystallises only on delivery of increased shareholder value.

In March 2019, the Senior Executive Incentive Plan was

introduced. Under this plan, selected senior employees can

be granted Performance Rights which, upon vesting, will

reward the employees with ordinary shares in the Company.

Performance Rights vest after three years subject to the

Company’s achievement against Total Shareholder Return

and Earnings Per Share growth targets.

We continue to be of the view that this is an appropriate

long-term incentive scheme, and to date six tranches of

Performance Rights have been issued under it. At the

time of this report, there are two tranches still to vest, with

a maximum of 332,422 performance rights able to be

converted to ordinary shares subject to the Company’s

performance.

Further details in relation to equity-based remuneration can

be found in Note 6.2 (page 66) of the financial statements

within this Annual Report.

Conclusion

While the operating environment remains challenging, I am

confident we are meeting it with the same spirit, intent and

energy that has been on show throughout the past few years.

It is no accident that Briscoe Group has been able to

maintain a strong trend in results through the recent era

while many competitors and peers have struggled. I have

mentioned the quality and performance of our people. They

are complemented by our market profile in Homewares and

Sporting Goods, our ability to offer customers a wide range of

trusted international brands at great value and our continuing

focus on providing interesting and rewarding shopping

experiences.

Our strategy programme is an emerging, but strong, source of

advantage. However subtle the benefits might be when taken

one at a time, I believe the continuing investment in our total

offering to customers is appreciated by them and is one of the

factors that differentiate our operations from many peers.

While the circumstances in which we operate and the details

of our response will evolve over time, I have little doubt that

the Group is well positioned to rise to the challenges placed

before it.


On behalf of the Board

Dame Rosanne Meo

Rod Duke

Andy Coupe

Tony Batterton

Mark Callaghan

From left: Andy Coupe, Rod Duke, Mark Callaghan, Dame Rosanne Meo (Chair) and Tony Batterton.

Briscoe Group Limited Annual Report 2024 | Board of Directors’ Review

7

The year ended 28 January 2024 was a very difficult year,
in which our trading environment worsened significantly

and called on all the inherent resilience and strength of our

operations.

Economic growth declined and then turned negative

in the second half. Consumers, faced with increasing

prices for staple items, interest rates at recent highs,

rising unemployment and pre-election nervousness, were

understandably cautious about spending their hard-earned

cash.

In those circumstances it was a genuine achievement to

produce another year of record sales, with growth across

both the first and second halves of the year and in both the

Homeware and Sporting Goods segments. Homeware sales

grew by 0.54% and Sporting Goods sales by 1.17% for the

year.

Our bottom line earnings, Net Profit After Tax (NPAT) were

95% of last year’s record NPAT.

Our team – in the leadership, in stores and fulfilment centres,

in our online platform and in backroom and administrative

roles – has once again produced outstanding results. I want

to record my recognition and thanks for their collective

efforts.

With the economic downturn and the impact of continuing

cost escalation, we had known there would be growing

pressure on margins. This was very much the case, but cost

control measures and a reduction in inventory enabled us to

protect just under half of the 633 gross margin basis points

gained during the Covid years.

Inventory was substantially ($13 million) lower – mostly

through deliberate rationalisation across most categories.

We continue to invest considerable energy into refining

how, when and what we purchase to improve our inventory

measures.

More generally, cost pressures remain in almost every facet

of our business and it remains vital to maintain our internal

controls and disciplines.

Our financial results are set out in detail in the Financial

Performance section of this report (see page 12).

Store Network

Despite the difficult trading conditions the Group

progressed a number of store development projects. As

reported at the half year, we were delighted to open a new

Rebel Sport store in Ashburton in April in conjunction with

the relocation of the existing Briscoes Homeware store.

Three full store refurbishments were completed during the

first half, at Briscoes Homeware Whangarei, Rebel Sport

Taupo and Rebel Sport Manukau. The second half saw

refurbishments completed at Briscoes Homeware Manukau

and Wairau Park, as well as Rebel Sport Invercargill.

The purpose of our refurbishment programme is to

ensure that our stores remain modern and energetic and

complement our digital offering, are fit for multi-channel

delivery and reflect the quality of the international brands

we sell.

All store upgrades result in a dramatic difference to the look

and feel, and include the latest ideas from the new store

design concepts including LED lighting, redesigned fixtures,

personalised counters, click & collect storage zones and

dramatic new in-store signage.

In keeping with the times, we have continued our

accelerated programme of security initiatives, focused both

on store security and team member safety. It can no longer

be news to anyone that recent years have seen an uptrend

in crimes against retailers and unacceptable behaviour

towards front-line team members. Our programme includes

installing upgraded alarm and camera systems, stronger

roller shutters and concrete bollards, along with team

member training, increased patrols and other measures.

Managing

Director’s

Review

Briscoe Group Limited Annual Report 2024 | Managing Director’s Review

8

Online
Our online platform continued to perform well and

represented 18.72% of Group sales – close to the previous

year’s 18.97% share.

We continued to invest in both the front-end and back-end

platforms, with a number of initiatives designed to connect

the online and physical store experiences. These included

the introduction of an omni members voucher programme,

with the facility for the customer to manage all aspects of

their experience through its “My Account” function.

Our focus on a frictionless customer experience continued

with the introduction of features such as self-service returns

and tools to help customers find the right product based

on their individual needs. Additional payment and delivery

options are also being developed which should enable these

features to be expanded during the current year.

Strategy

Our current strategic planning round,

initiated in 2020, has delivered a wide

range of improvements with direct benefit

to profitability. Among those that continued

to move forward in the latest year were the

introduction (and in some cases expanded

ranging) of ‘Direct to consumer’ products

through our online platform and the introduction of

electronic shelf labelling after successful trials.

Electronic shelf labelling is currently being implemented

across all stores. We expect it to bring an improvement in

sales conversion resulting from increased price transparency,

increased sustainability in the form of a reduction in the

printing of sale tickets, and a reduction in the effort required

of teams when setting up sale events in-store.

The year also saw the commencement of our largest

strategic initiative to date – a warehousing and distribution

project that will step-change our capability in these aspects

of the business, enhance our inventory management across

the network, help to optimise the existing store footprint and

deliver significant performance and efficiency gains.

We are well into the implementation of a new Warehouse

Management System at our existing distribution centre. This

will enable our team to upskill before transitioning to a new

North Island centre when it becomes operational in around

two years.

The new centre will be a state-of-the-art facility on a scale

to handle significantly increased volumes in comparison to

current capability. It will also enhance the way in which we

buy and distribute sporting goods.

A Letter of Intent was signed for the purchase of land and

construction of the new distribution centre at Drury, South

Briscoe Group Leadership Team (from left): Andrew Scott, Fraser Collins, Nick Turner, Isabel Campbell, James Baillie,

Rod Duke, Geoff Scowcroft, Darren Porteous, Aston Moss, Shaun Lynch, Samantha Bruton.

Briscoe Group Limited Annual Report 2024 | Managing Director’s Review

9

Our tried and true business model – as a ‘big-box’ retailer
with quality product ranges at affordable price points –

remains strongly relevant to customers, adaptable to trends

and circumstances, and resilient to the challenges faced in

these times.

Auckland. We have selected our automation partner to help

drive the significant improvement in warehousing capability

we are seeking from the project.

We expect the new centre to require expenditure of at least

$100 million across the next three years and continued

progress on the warehousing and distribution project is a

key priority for the current year.

The Year Ahead

It appears very likely that the factors that depressed the

retail sector and constrained our results over the 2024

financial year will remain in place for the duration of the

current year. We do not underestimate just how challenging

it could be to continue performing well in this environment,

but we are very confident of the Group’s ability to confront

the circumstances and deliver superior results and gains in

market share.

“The strength of our profile in the

Homewares and Sporting Goods

markets remains a source of

advantage. ”

Our investment in strategic initiatives – underpinned by a

very strong balance sheet – should continue to drive sales

and earnings improvement. Measures to limit the impact of

cost increases will be, again, an important focus throughout

the current year.

Beyond all these factors, the strong performance of our

leadership team, with their demonstrated ability to manage

the uncertainty in the current environment, is perhaps our

greatest asset and provides great confidence that we can

continue to perform well.

Rod Duke

Group Managing Director

Briscoe Group Limited Annual Report 2024 | Managing Director’s Review

10

11

Revenue
Total Group sales increased by 0.78% to a record $792.0

million. This positive, albeit modest, growth reflects

an outstanding performance in a market significantly

challenged throughout the year by deteriorating consumer

confidence in the face of continued economic pressures,

election uncertainty, cost increases and continued margin

pressure. To have positive sales growth across both trading

segments was significant.

Online sales represent 18.72% of total Group sales,

maintaining the significant mix of business achieved over

recent years. The investment made in our front-end platform

as well as the store fulfilment technology is producing

significant benefit for the Group. The team fulfilled

1,700,000 online orders during the year, grew Click and

Collect sales, reduced the speed to dispatch and grew VIP

Club membership to over 1.8 million across the Group. We

will continue to invest in this exciting and dynamic area of

the business.

We continue to see brand-wide growth across our

categories with luggage, electrical and giftware categories

particularly strong in Homewares and with licenced

supporters’ products and technical footwear delivering solid

growth within the Sporting Goods segment. A number of

existing and new initiatives were instrumental in driving

growth across categories including the introduction of new

brands such as Dyson, Samsung, Ecoya, Huffer, Hine and

Hoka.

The growth from the introduction of new online products

which are shipped direct from suppliers to customers is also

very exciting and will continue to be an important focus for

our merchandise team.

Gross Margin

The Group differentiated itself by protecting a significant

portion of the gross margin percentage achieved during the

Covid pandemic. 47%, 297 of the 633 gross margin basis

points gained during the period, was protected as at the

end of January 2024. The year closed with gross margin of

42.40% compared to 39.43% achieved in the year ended

immediately before the pandemic (January 2020).

Margin pressures continued from the impacts of the

economic downturn, but we continue to work closely with

our loyal supplier base as well as introduce initiatives, to

protect and grow margin, including; targeting the clearance

of seasonal inventory, improvement to allocation algorithms,

enhancement to South Island inventory flow, improvement

in inventory availability and a constant focus on our

promotional programme.

Operating Costs

Our focus on cost control is as relentless as ever, whether

it be cost of product, cost of energy supply or cost of

product stolen from the store network, to name just a

few areas, demonstrating the cost of doing business

requires considerable attention. It is therefore a significant

achievement to have decreased the cost of doing business

for the Group in both actual dollars and also as a percentage

of sales.

We are particularly mindful that the economic pressures

faced by customers are felt just as keenly by our team and

their households. Following an increase of 7.0% on wage

rates in 2022 we were pleased to be able to provide a further

increase of the same level to our frontline team during April

2023.

Net Profit After Tax (NPAT)

NPAT of $84.2 million was achieved for the year,

representing 95% of the previous year’s record NPAT of

$88.4 million. We think, a remarkable performance given

the difficult trading conditions experienced across the retail

market.

Balance Sheet

The Group’s balance sheet remains strong, with cash and

bank balances of $175.4 million as at 28 January 2024

and no term debt. Approximately $20 million of creditor

payments included in the trade payables balance were

subsequently paid on or before 31 January 2024.

Inventory, as always, remains a key area of focus closing at

$104.9 million, $12.9 million lower than last year. The closing

balance included the additional new Rebel Sport store

opened during the year. Inventory improvements have been

critical in enabling us to deliver sales growth and meet our

gross profit goals. There has been a rationalisation across

most categories as we continue to invest considerable

energy into improving our inventory measures by enhancing

how, when and what product we purchase.

During the year $15.1 million of capital investment was made

by the Group of which $4.3 million represents expenditure

on the fit-out of new and refurbished stores. $5.6 million was

spent to acquire the existing Briscoes Homeware premises

in Timaru and the balance of the capital investment was for

online platform improvements, enhancements to system

software and hardware and the continuation of security

initiatives.

Financial

Performance

Briscoe Group Limited Annual Report 2024 | Financial Performance

12

Online mix maintained close to last
year’s achievement.

Online mix of sales

%

21.5%

18.7%

18.8%

10.0%

6.1%

8.2%

4.5%

Continued positive growth in a very

difficult trading environment.

* 2021 includes 53 weeks of trading

Total revenue*

$M and growth %

* NZ IFRS16 adopted from 2020

95% of last year’s record NPAT

achieved.

Net profit after tax*

$M and sales %

Key performance indicators (KPIs) are

used by the Board and management to

monitor business performance.

0.8%

605.1

555.5

585.9

631.9

653.0

701.8

744.4

792.0

6.1%

5.6%

7. 5 %

4.4%

5.5%

3.3%

3.3%

9.2%

785.9

202020212019

2018

20172016202220242023

10.6%

202020212019

2018

20172016

61.3

47.1

59.4

63.4

62.6

73.2

87.9

84.2

20222024

11.8%

11.3%

10.4%

10.0%

10.1%

9.6%

10.1%

8.5%

88.4

2023

202020212019

2018

20172016202220242023

19.0%

11.3%

47% of gross margin gains made across

2021 and 2022, protected.

Gross profit margin

%

45.8%

42.4%

43.8%

40.1%

40.6%

40.0%

40.1%

202020212019

2018

20172016202220242023

44.0%

39.4%

* Approximately $20 million of creditor payments made immediately

after balance date in 2024 (2023: $26 million)

Solid positive free cash flow (defined as

net cash from operating activities less

capital expenditure) helps to maintain

the Group’s strong balance sheet.

Free cash flow*

$M

202020212019

2018

20172016

55.5

26.7

75.0

49.0

60.3

81.1

76.6

108.3

20222024

128.0

2023

* 2020 12.5cps dividend cancelled as a result of Covid pandemic

2021 Includes 6cps special dividend

Record dividend continues consistent

history of improved (normalised)

dividends.

Dividends per share*

cents

202020212019

2018

20172016

19.0

15.5

18.0

20.0

8.5

28.5

2 7.0

29.0

20222024

28.0

2023

Briscoe Group Limited Annual Report 2024 | Financial Performance

13

Warehouse Management Technology

We have selected the Warehouse Management System

(WMS) to drive our future supply chain. Implementation is

underway in our current operation and will be completed by

July 2024. This WMS will orchestrate how our new site will

operate from inbound planning and execution to outbound

picking of full cartons and split case picking using our goods

to person automated storage and retrieval system (ASRS).

By implementing the WMS first in our current distribution

centre we reduce the amount of change our team will

experience when we move to our new site.

North Island Distribution Centre


Our new North Island distribution centre (DC) will be

located in Drury, South Auckland. It is designed to meet

our requirements for the next ten years however is likely to

remain a key feature of our supply chain infrastructure for

closer to twenty years. We selected this location following

an extensive search in the greater Auckland and Waikato

region - we modelled inbound and outbound transport

costs as well as property related costs and found the Drury

location to be optimal.

The DC will provide close to 20,000 pallet positions of

storage, plus almost 40,000 totes for storage of smaller

items in the ASRS. This is a vast step-change from the

roughly 4,500 pallet storage locations in our current facility

and is an important enabler for improving inventory flow to

our stores and thereby improving on-shelf availability for our

customers.

The site provides significant yard and canopy areas

to ensure easy handling of goods into and out of the

Supply Chain

warehouse. A container storage area is also a feature of the

site allowing a practical buffer to support the efficient flow of

import containers to and from ports and container depots.

We expect the new DC to be operational towards the end

of Q1 2026, and for the ASRS and goods to person picking

system to be operational by Q4 of the same year.

Warehouse Automation


An important feature of our new DC will be an Automated

Storage and Retrieval System (ASRS). A comprehensive

review of warehouse automation options conducted during

2023 concluded with us selecting a preferred partner and

completing the design of the system. The outcome is a state-

of-the-art solution comprising the following features:


Decant stations - where product is unpacked from

cartons & placed into the storage totes, supported by

conveyors to remove cardboard waste, supply empty

totes to decant and take full totes for storage in the

ASRS.


An ASRS holding around 40,000 storage locations over

3 aisles, serviced by 84 robot shuttles and 3 high-speed

lifts.


Carton erectors, label applicators and carton closers

- one of these with volume reduction function to

reduce the empty space in outbound cartons and save

transport cost and emissions.


Ergonomically designed goods to person pick stations

- these stations present the picker with the storage

tote containing the goods to be picked and up to 6

outbound order cartons to pack.


A 200 chute shuttle sorter - for sorting cartons by

destination store and by product category to enable

pallet building in a store friendly manner.

Briscoe Group’s supply chain

transformation is moving from

planning to delivery.

Drawing No.

Rev.

Contract No.

Project Status:

Date Printed:

E

24/01/2024 4:11:44 pm

Briscoe Group Limited

Ross Stevenson Road, Drury South, Auckland

SK

Preliminary

SKCoversheet

SK0Site Location

SK1Site Plan

SK2Section

SK3Perspective View

SK4Perspective View

Drawing Title:

Drawing No.

Sheet Size:A3 Date Printed:

P:\2023\DE2023-0075-DEV (Briscoe Group)\DE2023-0075-DEV (Briscoe Group) PRELIM (17-01-24).rvt

A

24/01/2024 4:12:13 pm

SK4

Briscoe Group Limited

Perspective View

Ross Stevenson Road, Drury South, Auckland

Concrete Yard & Canopies perspective view

Briscoe Group Limited Annual Report 2024 | Supply Chain14

Some of the benefits our Supply Chain
transformation will deliver

Improved on shelf availability - Optimised allocation of

stock to stores by implementing a model that uses additional

data points to provide better results.

Reduced days of cover in-store - Reducing excess stock

in-store allows us to bring new products and ranges into our

stores improving choice for our customers.

Key suppliers shipping via our DCs - Key local supplier

volume can be consolidated with our imported goods and

shipped to our stores in quantities matched to sales.

Sustainable supply chain - Reduced inter-island transport

moves, transport legs from individual suppliers to our stores

and local transport and handling upstream in our supply

chain.

“Our largest capital investment in

Briscoe Group history.“

With a spend in excess of $100 million over the next three

years the new North Island distribution centre will be the

single largest capital investment the Group has ever made.

Overall site operational view:

WASTE

WORKSHOP &

COMPRESSOR

DECANT

STAGING

FAST

PICK

DRIVE

THROUGH

FIRE

TANK

Mack

Trucks

TerraPro

Cabover

6x4

MRU613

KUKU ROAD

ROSS STEVENSON ROAD

POWER

TRANSFORMER

PEDESTRIAN

800x300x1400

PCS01

800x300x1400

PCS02

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

optional scope

optional scope

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

optional scope

optional scope

Tote drop-off

(external decanting)

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

optional scope

optional scope

stack of

empty totes

stack of

empty totes

400x300x250400x300x250

400x300x250400x300x250400x300x250

600x400x320

1/2

1/4

600x400x320

600 x 400

400 x 300

400x300x250

waste bins

600x400x320

1/1

optional scope

optional scope

1P1P

01

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

1P1P

01

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

1P1P

01

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

1P1P

01

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

BRIEFING

AREA

1x CUBISCAN

5x TROLLEYS

4x TROLLEYS

OUTBOUND WORSTATION

1x CUBISCAN

MEZZANINE OVER

UNDER REVISION

JS100

Layout Update

JM

JM

JT

JT

1:600

30/03/2024

BGP-001

Briscoe Group

D

North Island

DC

Drawing Number

Sheet

Rev.

Title

Project

ClientDesign

Drawn

Check

Approved

Original

Scale @

A3

Date

DO NOT SCALE // IF IN DOUBT ASK

www.argonandco.com

20/03/2024Plotted

Original

Scale @

A1

FOR REVIEW

NOT FOR CONSTRUCTION

1:300

Briscoe Group Limited Annual Report 2024 | Supply Chain15

Sustainability
This past year has been a pivotal one for us, and it started

with the country dealing with the aftermath of Cyclone

Gabrielle, which underscored the imperative for climate

resilience in our operations. Although Cyclone Gabrielle

did not significantly impact us directly, it reinforced our

responsibility as an active community member to play a

crucial role in addressing future climate challenges.

We are proud to present in this annual report our inaugural

climate-related disclosures, prepared in accordance

with the Aotearoa New Zealand Climate Standards.

This milestone achievement is the result of two years of

dedicated efforts by our executive team and Board. It

symbolises a significant step forward in our commitment to

sustainability, as we lay out a comprehensive roadmap for

mitigating our climate impact and enhancing our resilience

(details of on pages 23-29).

It was a record-breaking fundraising year for our charity

partner, Cure Kids, and the donation of a substantial

“As a forward-thinking organisation,

we are committed to integrating

sustainability into our business

operations. Our comprehensive

strategic sustainability plan

encompasses various key areas,

building upon our previous

materiality assessment and

demonstrates our ongoing

commitment to environmental

responsibility, social equity, and

robust governance.”

number of balls to school children through our “Pass it

Forward” program. What is also pleasing this year is that

we have grown our partnership with the Tania Dalton

Foundation including providing support to three young

female athletes under the Tania Dalton Scholarship

program.

On the environmental front, we have set targets for

reducing our scope 1 and 2 emissions by 50% by 2030

and achieving Net Zero by 2050, or sooner. Detailed plans

and roadmaps underpin these goals, and we developed

them in line with external support and guidance from

the Science Based Targets Initiative (SBTi). We’ve also

initiated collaborations with our suppliers to address

scope 3 emissions, setting the stage for a target to be

established next year, with the aspiration of receiving SBTi

accreditation.

Also closely linked to our work on scope 3 emissions is

our ethical supplier program that we initiated last year

with our suppliers. We have continued our partnership

with specialist company Verisio to help us conduct audits

across our supply chain. Although we know we have a

lot of work to do we are pleased with the progress and

response from our suppliers, with over 80% of direct

import supplier factories having already gone through the

initial audit process.

Our journey in waste management has also seen some

progress, with a successful pilot program with Eco

Central in Christchurch showing promising results. This

gives us the confidence to expand our efforts to further

reduce waste to landfill whilst also supporting local social

initiatives in the communities where we operate.

Understanding that sustainability is integral to our

business, we have embedded our sustainability strategy

into our overall corporate strategy. This involves the full

engagement of our executive team, clearly defining

responsibilities, and setting precise targets and goals. We

are also enhancing our capacity and capabilities in this

area by collaborating with expert external consultants

and continue our active participation in the Sustainable

Business Council of New Zealand.

We are excited to share these developments with you and

look forward to your continued support as we strive to

build “Steps for a Better Tomorrow.”

Briscoe Group Limited Annual Report 2024 | Sustainability16

Our Goal
Ensuring Board and Management’s awareness of the key

sustainability issues and implementing effective measures

and controls.

In the past year, we have significantly enhanced our

approach to sustainable governance by integrating specific

managerial responsibilities and establishing consistent

oversight by our Board. Sustainability has become a

mainstay in our monthly discussions, and we are eager to

share our forward-thinking Sustainability Strategy.

Our comprehensive Sustainability Strategy is built upon

four key pillars: Governance, Community, Our People, and

the Environment. This living strategy is regularly refined

through rigorous evaluations and extensive dialogue with

our stakeholders.

Governance

Our Group Sustainability Strategy

GOVERNANCE COMMUNITYOUR PEOPLE

ENVIRONMENT

(CLIMATE, WASTE & SUPPLY CHAIN)

THE GOAL

Ensuring Board and

management’s awareness

of key ESG issues and

implementing effective

measures and controls.

Improving community

impact via engagement

through giving, charity,


and shared value.

Ensure we are an employer of choice,

safe place to work where our people

can thrive.

Taking action on climate change

and waste across our supply chain.

Implementing a credible plan to

achieve net zero emissions and to

reduce waste.

KEY AREAS

OF FOCUS

Legal and Compliance

Public Disclosure & Reporting

Key Metrics, Policy & Targets

Expanding our work with

our key partners Cure Kids

and Pass it Forward

Creating a more diverse and Inclusive

culture

Reducing both the frequency and

severity of work place injuries.

Ethical Supply Chain

Ensuring we meet our climate targets

Piloting waste reduction programs

KEY METRICS

Progress towards targets Funds raised

Community impact of our

efforts

Staff net promoter scores & satisfaction

Number of workplace injuries and time

off work

Total Emissions & Waste to Landfilll

EMERGING

TRENDS

Increased customer &

consumer expectations

More regulation and

mandatory reporting


Enhanced awareness of

companies impact on local

communities, whether

positive or negative.

More disclosure on D&I, target

expectations.

Talent recruitment and retention

Tight labor force

Externally verified Net Zero plan and

targets. Heightened regulation and

awareness. Increased public and

investor scrutiny.

LIVE

PROJECTS

Climate Related Disclosures

Emission Targets

Current Cure Kids and Pass

it Forward Partnerships

Existing Health and Safety programs.

Include mental health and wellbeing.

Already some good progress on

gender pay gap.

Ethical Supplier Program

Transition from LPG to Electric

Forklifts

ECO Central Waste Pilot in Canterbury

Supplier engagement on scope 3

emissions

KEY OWNER

Chief Financial Officer Chief Operating Officer Chief People Officer Chief Operating Officer

For each pillar, we set forth an overarching aim, primary

focus areas, and the metrics by which we will gauge our

progress. We also pinpoint and summarise any emerging

trends and ongoing initiatives. Leadership for each pillar

rests with a designated senior executive who ensures

governance and direct interaction with the Board or its

relevant committee.

Future Focus Areas


Communicating our new policies to our team,

suppliers and wider stakeholders.


Continued training and awareness programs with key

teams members.

Briscoe Group Limited Annual Report 2024 | Sustainability17

Our People
Our Goal

Our goal is to ensure we are an employer of choice,

providing a safe place to work where our people

can thrive.

Safe Home Every Day

The past year has seen terrific progress in our goals

of reducing both the frequency and the severity with

which our team experience workplace injuries. The

contributions of many team members throughout the

company, alongside a few critical pieces of work have

seen us reduce our Total Recordable Injury Frequency

Rate (TRIFR), as measured through our ACC performance,

by 32% - a tremendous step forward. Keeping our people

safe, whether they are team members, customers, or

other visitors to our sites remains a focus and is part of our

commitment to ensuring they all get home safely each

day.

Some time ago we invested in piloting a fit-for-purpose

manual handling programme with an external provider.

Our pilot identified the programme and its content as

suitable for our operation, but we were challenged in

our ability to deliver the training consistently in each of

our sites. Changes in technology such as advances in

XR (extended reality – a combination of augmented and

virtual reality technologies and learning approaches)

have enabled us to engage in developing new delivery

methods to re-pilot and implement this training.

Although early days, we appreciate the potential these

technologies have for consistent, personalised, and

embedded learning in good manual handling practices.

One of the benefits in enhancing our team’s manual

handling skills and behaviours through their training at

Briscoe Group is that they are skills which are totally

transferrable or applicable in their lives beyond the

workplace.

We have continued to widen our definition of wellbeing

through work with focus groups around the business and

feedback sourced through our employee engagement

survey. Work not just on mental health and financial

wellbeing has been complemented with a review of

products and services which contribute to holistic

wellbeing of our team, and we have a range of initiatives

to take flight in the year ahead.

Investment in our people is investment

in everybody’s future

The retail sector has long been a contributor to helping

individuals become “work ready”. As a significant

employer of people who either haven’t worked

previously or who are new to the fast-paced customer

facing world of retail, we recognise how important it is

to set our people up for success.

The company continues to make significant investments

in ensuring our team members are suitably skilled in

a wide range of areas including customer service,

safe and healthy work practices along with product

knowledge. With 800-900 new team members each

year, our online learning platform is critical in delivery

of much of our content on a just in time basis with

learning customised to the role and performance of the

individual as they move through their learning pathway.

Complementing our core skills training, our Leadership

Development Programme and our suite of Management

Briscoe Group Limited Annual Report 2024 | Sustainability18

Knowledge and Skills modules support the growth of our
management team – both in retail operations roles as

well as our support functions including our Distribution

Centre (DC) team. In 2023 three cohorts totalling 44

of our leaders commenced their learning journey with

a further four cohorts totalling 65 people enrolled to

participate in 2024.

We continue to invest in our partnership with First

Foundation, an organisation creating enormous value

to both our team and our wider communities through

supporting disadvantaged youth to successfully engage

in tertiary education. Alongside the scholarships we fund

each year, our partnership includes mentor support by a

number of Briscoe Group employees as well as offering

the First Foundation team the ability to participate in our

own development programmes. We recognise that an

organisation of their size typically does not have the scale

to run development programmes that we are able to offer

and including members of their team alongside our own

emerging leaders provides benefits to both parties.

Diversity, Equity and Inclusion

Our team provided valuable feedback in our twice

yearly employee engagement survey. It was particularly

heartening to see above average scores in both

inclusiveness and equity to complement our recognition

that seeing greater gender diversity among some of

our senior tiers would be preferred. We pay particular

attention to feedback from our team on these measures as

we know their comments reflects their lived experiences

and provides both quantitative and qualitative feedback

on both progress and work to be done.

Future Focus Areas

We have work underway to pilot our exciting and

revolutionary manual handling training with the support

of key trusted partners. This is an exciting project – not

because it is leading edge, but because it leverages

existing technologies to help in addressing real world

problems and has an impact on our team both at work and

elsewhere in their lives.

Our focus on a more holistic approach to wellbeing

remains a priority and the introduction this year of new

products and services, while maintaining or enhancing

traditional support such as Employee Assistance for our

team is a top priority.

“It’s a privilege to be part of a team that delivers

exceptional results across such a wide range of

measures. None of the contributions made by our

teammates throughout the business are taken for

granted. They reflect so many elements of our

business: a relentless focus on our customers, a

capable and committed team, and a culture that

binds us together.”

Aston Moss

Chief People Officer

As a leadership team, we are committed to progressing a

range of initiatives which would be accurately described

as reflecting the “S for Social” in our broader ESG

strategy. Although too early to state many details, it’s

clear that support of new or intending parents in our

workforce is an important consideration and that there is

a range of options available to us to support members of

our team who are expecting additions to their families.

Briscoe Group Limited Annual Report 2024 | Sustainability19

Our Goal
Taking action on climate change and waste across our

supply chain. Implementing a credible plan to achieve

net zero emissions and to reduce waste.

Within the environmental pillar of our sustainability

strategy, our primary emphasis is on mitigating

climate-related impacts, minimising waste and promoting

ethical compliance within our supply chain.

We’ve achieved considerable strides in these domains,

having established our inaugural climate targets that

encompass Scope 1 and 2 emissions. Additionally,

we’ve successfully conducted a waste reduction pilot in

Christchurch. Nonetheless, we acknowledge the extensive

journey ahead. We recognise that our most significant

environmental footprint stems from Scope 3 emissions

within our supply chain. To address this, we are actively

collaborating with our suppliers and industry peers and

continue to seek external expertise to assist us.

Environment

Climate, Waste & Ethical Supply Chain

Our Scope 1 & 2 Emission Targets:

“The Board has officially approved

our greenhouse gas emission

reduction targets for Scope 1 & 2.

We are committed to achieving a

50% reduction by 2030 and aim to

reach Net Zero emissions by 2050.”

20232024

2025

2026

2027

2028

2029

2030

2035

20402050

78

76

58

52

49

47

69

60

45

50

40

40

2020

30

20

40

50

60

90

110

131

174

212

Net Zero

Total Scope 1 Emissions (tCO2e)


Our Scope 1 Emissions

Reduction Roadmap

31 LPG Forklifts (52 Tonnes)

Staff Fuel (73 Tonnes)

Refrigerant Gases (49 Tonnes)

OUR SCOPE 1 EMISSIONS FOR THE YEAR

ENDED JANUARY 2024 IS 174 TONNES

AND IS FROM:

73

Total

Scope 1

Our target was developed by a third party in 2023 based on the Science Based Target Initiative guidance at the time. We’re confident in

meeting our 2030 targets, but achieving Net Zero by 2050 for our Scope 1 emissions relies on advancements in refrigerant gas technology.

2030 Target

50% reduction

25

To set these targets we consulted with external experts and

also followed the guidance from the Science Based Targets

Initiative.

Our direct greenhouse gas emissions (Scope 1) originate

from three primary sources:

1. LPG consumption in our forklifts, both in retail locations

and our distribution centre.

2. Emissions from refrigerants used in our heating,

ventilation and cooling systems (HVAC), prevalent in

stores and our head office.

3. Petrol and diesel usage for team member business travel.

Briscoe Group Limited Annual Report 2024 | Sustainability20

To achieve our Scope 1 emission reduction goals, we have
outlined the following strategies:

• Transitioning our forklift fleet from LPG to electric power.

This initiative is in progress and is targeted for completion

by 2025, which is expected to cut our Scope 1 emissions

by 35%.

• For refrigerant gases, we’ll consistently collaborate

with maintenance contractors and property owners to

ensure new HVAC installations follow best practices and

regulations, prioritising refrigerants with lower global

warming potential. This approach aims to cut our Scope 1

emissions by 15% by 2030 alongside planned upgrades.

To achieve our goals of reducing Scope 2 emissions, which

are from the electricity we procure, we will:

• Continue enhancing energy efficiency and migrating to

modern, eco-friendly store designs.

• Investigate potential avenues for rooftop solar.

• Assess the possibility of selecting a fully certified

renewable energy provider in our next energy

procurement cycle.

Waste

Waste management remains a significant challenge in

the retail sector, and we recognise the importance of

intensifying our efforts in this area. Over the past year, in

collaboration with specialist providers Eco Central, we have

initiated a pilot project across eight stores in the Canterbury

region to address this issue. Key elements of this pilot

include:

• Redirecting product returns that are in suitable condition,

which would typically be destined for landfill, to Eco

Central.

• At Eco Central, these products undergo testing and are

then either sold or donated to those in need.

The outcome of this initiative has been highly promising.

Building on this success, we plan to:

• Extend the pilot to additional regions in 2024.

• Develop a comprehensive circular economy roadmap for

our waste management by 2025.

“We are thrilled about the success of our pilot program

with Briscoe Group in Christchurch. This partnership

represents a significant stride towards sustainable

practices in retail.

The collaborative effort not only reduces waste but also

reinforces the idea that, collectively, we can make a

positive impact on the environment and community.”

Rob Wilson

Operations Manager

Eco Central

Ethical Sourcing

We have an ongoing partnership with Verisio to help us

conduct ethical audits across our supply chain. On track

to having 100% of all our direct import supplier factories

vetted by the end of 2024.

“The global trend suggests an increasing focus on com-

pliance and scrutiny within the supply chain of the retail

sector. Entities like The Briscoe Group, backed by strong

audit processes and procedures enhanced by reliable

technology, are strategically positioned to fulfill upcom-

ing expectations and compliance criteria.”

Leon Reed – CEO Verisio

Future Focus Areas


Scope 3 emissions and targets.


Expanding waste recovery pilots to other regions.


Setting waste targets.


Ongoing work with our suppliers in relation to both

ethical audits and Scope 3 emissions.

2021

20222023

1,099

1,309

1,163

Tonnes of Waste to Landfill

Briscoe Group Limited Annual Report 2024 | Sustainability21

Community
Throughout New Zealand, Briscoe Group remains deeply

engaged in community initiatives, extending support to

various causes, particularly those centered around youth

and sports. Whether it’s backing young athletes, furnishing

schools with essential sporting gear, or spearheading

fundraising for our primary charity, Cure Kids, our

collective efforts – comprising of our dedicated team, loyal

customers, and vibrant communities – have culminated in a

record impact year.

Pass It Forward Initiative

In 2017, in collaboration with the Tania

Dalton Foundation and Silver Fern

balls, we launched the “Pass It Forward

initiative.” With every purchase of a

Pass it Forward ball from Rebel Sport,

we pledge to donate an identical ball to

deserving children in need – it’s a simple

concept: “Buy a ball, give a ball.”

In New Zealand, statistics reveal that 1 in 8

children feel excluded from participating in

sports due to a lack of necessary equipment.

Pass it Forward is dedicated to breaking down

this barrier by providing balls to children who

need them the most.

Since its inception in 2017, thanks to the unwavering

support of our customers, we’ve successfully donated

71,829 balls, valued at $1,795,725, making a tangible

impact on the lives of countless children across the

countr y.

Cure Kids

In 2023 we had a record 18 teams take part in the Rebel

Sport 24hr Team Challenge at Eden Park to support our

key charity partner Cure Kids. For 24 hours teams kept an

exercise machine (bike or treadmill) moving continuously.

Thanks to the relentless fundraising efforts of our 18

dedicated teams and the overwhelming generosity of our

customers, we are thrilled to announce yet another record-

breaking year in fundraising for Cure Kids.

“The Cure Kids Board, team and the child health research

community are so extremely grateful for the passion and

commitment that Briscoe Group demonstrates in their

huge fundraising efforts for Cure Kids.

Year on year, the Briscoe Group team go over and above

their fundraising targets, in 2023 reaching the highest

figure ever raising $1.15 million, surpassing an overall

sum of $11 million since 2004.

A huge thank you to the wonderful Briscoe Group family,

because of your remarkable fundraising efforts over the

past 20 years, our tamariki have a much greater chance

of living healthier lives with brighter futures”

Frances Benge

Chief Executive Officer, Cure Kids

Future Focus Areas


Providing more support at the local community level.


Exploring more ways of involving our team members.

Our Goal

Improving impact via engagement through giving, charity

and shared value.

22

Briscoe Group Limited Annual Report 2024 | Sustainability

Our inaugural Climate-Related Disclosures on pages 23 to 29 cover our progress between 30 January 2023 and 28 January
2024 and comply with the Aotearoa New Zealand Climate Standards issued by the External Reporting Board. All figures and

commentary relate to the full year ended 28 January 2024, unless otherwise indicated.

Briscoe Group is a climate-reporting entity under the Financial Markets Conduct Act 2013.

In preparing its climate-related discloures, Briscoe Group has elected to use the following first year adoption provisions:

Climate-Related

Disclosures

Adoption Provision Description

Adoption provision 1:

Current financial impacts

This adoption provision provides an exemption from disclosing the current financial

impacts of the physical and transition impacts identified and from disclosing an

explanation of why we are unable to disclose this information.

Adoption provision 2:

Anticipated financial impacts

This adoption provision provides an exemption from disclosing the anticipated financial

impacts of climate-related risks and opportunities reasonably expected by the entity and

from disclosing an explanation of why we are unable to disclose this information. It also

provides an exemption from disclosing a description of the time horizons over which the

anticipated financial impacts of climate related risks and opportunities could reasonably

be expected to occur.

Adoption provision 3:

Transition planning

This adoption provision provides an exemption from disclosing the transition plan aspects

of our strategy, including how our business model and strategy might change to address

its climate-related risks and opportunities; and the extent to which transition plan aspects

of our strategy are aligned with our internal capital deployment and funding decision-

making processes.

Adoption provision 4:

Scope 3 GHG emissions

This adoption provision provides an exemption from disclosing greenhouse gas (GHG)

emissions: gross emissions in metric tonnes of carbon dioxide equivalent (CO2e) classified

as scope 3.

Adoption provision 5:

Comparatives for metrics

This adoption provision provides an exemption from disclosing comparative information

for each metric disclosed for the immediately preceding two reporting periods.

Adoption provision 6:

Comparatives for metrics

This adoption provision provides an exemption from disclosing an analysis of the main

trends evident from a comparison of each metric from previous reporting periods to the

current reporting period.

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures23

Governance
Board Oversight

The Board of Directors has ultimate responsibility for oversight of climate-related reporting and the identification of climate-

related risks and opportunities. The Board meets regularly, at least monthly, and during the year ended January 2024

Sustainability became a standing Board agenda item. The Board is updated on a regular basis during these meetings on the

management of, and progress against, goals and targets for addressing climate-related issues. In the last year these monthly

Board meetings were complemented by three supplementary meetings that were focused on climate-related issues. The

Board is supported in this function by the Audit and Risk Committee, to perform a review of Briscoe’s primary business risks

and its Risk Management Policy.

Directors hold responsibility for their own continuous education and to keep themselves up to date on relevant climate-

related issues. The Board accesses climate-related expertise from within Briscoe Group, and externally where required. The

Board requires the Sustainability Working Group (SWG) to provide all relevant information to them and to engage experts

where required knowledge is not available within the organisation.

Management’s Role

Briscoe Group Chief Operating Officer (COO) and Chief Financial Officer (CFO) take responsibility for assessing and

managing climate related risks and opportunities at a corporate level, supported by the Management risk committee and the

SWG.

The Management risk committee meets at least quarterly to identify and assess the major risks including climate risks

affecting the business by maintaining a risk matrix which is used to develop strategies to monitor and mitigate these risks. The

risk matrix is provided to the Board via the Audit & Risk Committee.

BRISCOE GROUP BOARD

Monitoring progress of the ESG workstreams, reviewing formal reporting from the

Sustainability Working Group and endorsing ESG targets (including GHG emission reductions).

AUDIT & RISK COMMITTEE

Oversight of financial reporting, financial disclosures and the Group’s accounting

policies including in relation to climate change. Oversight of the risk management

framework and the Group risk profile including Climate related risks.

CFO

Accountability for the measurement of Greenhouse

gas emissions and financial reporting

and the Management Risk Committee.

COO

Accountability for the implementation of our

climate change strategy, ESG progress reporting

and the Sustainability Working Group.

MANAGEMENT RISK COMMITTEE

Members: Managing Director, COO,

CFO, Internal Audit Manager

Responsible for assessing the major

risks including climate risks affecting the

business and developing strategies to

monitor and mitigate these risks.

SUSTAINABILITY WORKING GROUP

Members: COO, CFO, CPO, GM – Operations and Property, GM –

Merchandise, Internal Audit Manager, Finance Business Partner

Responsible for driving climate risk and opportunity identification across

the business, and preparing our sustainability disclosures, including

reporting in line with the Climate Standards and quarterly Sustainability

reporting. Engaging with experts required and preparing Board

education.

Board

Level

Executive

Level

Management

Level

BRISCOE GROUP NETWORK

Company

Level

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures24

Scenario
Net Zero 2050

(Orderly Category)

Delayed Transition

(Disorderly Category)

Current Policies (Hot

House World Category)

Description An ambitious and coordinated

transition to a low-emissions, climate

resilient future. Stringent climate

policies, innovation, ambitious

investment, and medium-to-high

deployment of carbon removal

solutions limit global warming to 1.6°C

in 2050 and reducing to 1.4°C by

2100.

Ambitious action is delayed

to 2030, followed by sudden

and uncoordinated economic

transformation. Extensive,

stringent and punitive but

late government intervention,

in combination with some

deployment of carbon removal

solutions limit global warming to

1.7°C in 2050 and reducing to

1.6°C by 2100.

Current emissions reduction

policies are implemented.

Current socio-economic

trends continue, resulting in

2°C global warming by 2050

and more than 3°C by 2100.

Severity of

Physical Impacts

Lowest Low to moderateHighest

Severity of

Transition-

Related Impacts

Moderate (greatest in short term) Highest (greatest in medium

term)

Lowest (steadily increasing,

but also giving businesses

more time to adapt)

Financial Impact

of Supply Chain

Distributions

Lowest Low to moderateHighest

Policy Reaction to

Climate Change

Immediate and smooth DelayedCurrent policies only

A retail sector narrative was formed for each scenario identifying the critical interactions and key outcomes and indicators.

These scenarios considered three different time horizons: short (2023-2030), medium (2031-2040) and long (2041-2050)

and explored the political, environmental, societal, technological, legal and economic impacts across each potential pathway.

We then engaged external experts to assist us in interrogating these scenarios and performing a Briscoe Group specific risk

assessment. This process involved running a number of workshops with the SWG and other key management and had three

stages: an initial risk screening of a master list of over 30 risks and opportunities, a baseline risk assessment representing

1.1°C of global warming helping us to identify the current physical and transition impacts we have incurred, and two further

scenarios representing 1.5°C and 3.0°C of global warming.

The SWG is responsible for developing, refining, reviewing, and driving the implementation of the Group’s sustainability

initiatives and policies, including climate specific risk assessment. The SWG meets monthly or more often if required. Also, as

part of the climate-risk assessment process, it meets annually with other members of management to monitor the climate-

related risk and opportunities identified. Management report directly to the Board monthly on behalf of the SWG.

Strategy

Although we have started to feel the transitional impacts of climate change on our business relating to increased legislation

(specifically the newly introduced NZ Climate related disclosures) and have seen an increase in insurance premiums off the

back of climate-related events occurring in NZ, we have been fortunate that the physical impacts experienced by our business

have not significantly impacted operations.

We are cognisant some of our team members particularly in Hastings, Napier, Gisborne and parts of Auckland felt the

impacts of the severe weather events earlier in the year and we are proud of how our Management team responded to

provide support to those impacted, and the way in which our team members worked to ensure our impacted stores could

remain open. This year our priority has been on ensuring our business continues to develop an understanding of the risks and

opportunities climate change presents.

In the first half of the year, we collaborated with other retail industry participants to co-design a set of integrated climate

change scenarios for New Zealand’s retail sector. The sector group chose the following three Network for Greening the

Financial System (NGFS) scenarios as the basis for the sector-level scenarios:

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures25

The sector-based time horizons which look out to 2050 were used in the workshops to provide guidance however an
important outcome of the workshops was to align risks and opportunities to entity level business planning and investment

timeframes of:

• Short-term: one to three years

• Medium-term: three to 10 years

• Long term: > 10years

For the ranking of risks and opportunities at 1.5°C of global warming, the narrative considered was a mixture of the Retail

Sector Scenarios for both an Orderly and a Disorderly Transition. Both these scenarios lead to warming being limited to

between 1.6°C and 1.7°C by 2050, so physical impacts are similar and seen as being low to moderate.

With the Disorderly scenario, having a delayed transition (i.e., beyond 2030) this meant that transitional impacts are moderate

to high, depending on the timing of regulatory and legal interventions. The financial impacts are seen to be low to moderate,

and both consumer sentiment and macro-economic conditions are uncertain.

or the ranking of risks and opportunities at a 3.0°C of global warming, the narrative considered is the Hothouse World

depicted by the Retail Sector Scenarios. In this scenario, physical impacts are the most severe, as is the financial impact of

supply chain disruptions. Transitional impacts are limited as regulation is either not developed or severely delayed.

Using a combination of scenarios was intended to add resilience to the risk assessment process and the resultant strategy as

we prepare for inevitable uncertainty in the short to medium-term.

We are a leading New Zealand retailer with a blend of bricks and mortar and online shopping channels, offering our customers

the best range of brands at great prices. We pride ourselves on our ability to adapt quickly to the ever-changing retail

environment and continue to differentiate ourselves from others in the sector. Our most recent strategy programme has

been focused on three key areas – enhancing the customer experience, improving our supply chain and developing new

revenue streams. We acknowledge there is still work to be done to ensure we position ourselves to succeed as the global and

domestic economy transitions towards a low emission, climate resilient future.

As part of the scenario analysis and risk assessment process we have already begun discussing how we will manage our

climate-related risks and realise the opportunities identified. We will engage our external experts again to assist us in

formalising a transition plan and ensuring we follow a robust process. As we prepare to extend our strategic plan for another

three years, we will ensure that transition planning plays a part in determining our next strategic initiatives.

The top climate-related risks and opportunities we identified below:

CategoryDescription Potential Impact Potential Financial Impact Business Response

KEY PHYSICAL RISKS

Sustainable Sourcing With climate-related events

increasing globally, this is a

significant risk to those who want

to source sustainable products.

Impact of a changing climate on

the availability of raw materials

for our suppliers.

Availability of products offered

to us from our suppliers.

Decreased ability to purchase

required levels of inventory.

Diversification of product

range.

Increased cost of inventory.

Decrease in margin/profit.

Working with

suppliers to ensure

diversity in product

ranges and that

products are

sourced sustainably.

Increased storminess/

extreme winds

River and pluvial

flooding

Increase in storminess

(frequency, intensity) including

tropical cyclones.

Changes in extreme wind speed.

Increase in convective weather

events (tornadoes, lightning).

Changes in extremes: high

intensity and persistence of

rainfall.

Increase in hail severity or

frequency.

There will be an increasing

incidence of storm events with

increasing severity impacting

supply chains and operations.

Potential store closures.

Delays in supply chain.

Team and customers unable to

get to our stores.

Loss of sales and decrease in

profit.

Cost of repairs/maintenance

to buildings.

Increased lease costs.

Increased supply chain costs.

Transition planning

to ensure resilience

to extreme weather

events.

Global supply chain

risk

A main international port is

affected (e.g. by storms/or

floods).

Unable to get goods to New

Zealand.

Need to source goods from

alternative location.

Delays in supply chain.

Loss of sales and decrease in

profit.

Increased supply chain costs.

Transition planning

to build resilience

into supply chain.

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures26

KEY TRANSITION RISKS
Regulatory & Legal With a global focus on

decarbonisation, the increase

of additional regulation and/

or ratcheting of current

requirements could have a

significant impact on global

supply chains and domestic

regulation.

Increased legal activity and

costs due to climate activism

and/or sector positioning.

Increasing complexity

requiring allocation of time

and resources.

Increased demand on

resources to ensure

compliance.

Increased demand on

resources to dispute any

claims made again company.

Increased indirect (operating)

costs and impact on margin.

Increased cost of corporate

compliance.

Cost of potential fine, sanction

or claim.

Allocated

appropriately

skilled internal

resource.

Engaging experts

where necessary

to ensure

compliance.

Insurance Maintaining existing or gaining

new or additional insurance

cover may become harder due

to increased climate risk.

Potential inability to gain

insurance.

May be unable to achieve the

level of cover desired.

Increased cost of insurance.

Increase in cost of Directors &

Officers Liability insurance.

Working closely

with insurers to

maintain cover.

Changing consumer

preferences

Consumers are increasingly

aware of their role in

decarbonisation, and this is

reflected in shopping habits

and demand for low-carbon

products.


Reduction in sales due to

customer preference diverted

to low carbon products not

stocked.

Need to diversify product

offering to include low carbon

products.

Need to transition to supply of

lower carbon products.

Decrease in sales.

Increase cost of goods.

Reduction in profit.

Working with

suppliers to ensure

carbon reduction

targets set.

Ensuring product

offering reflects

current market

demands.

Business Reputation Potential for reputational

damage due to slow or

perceived lack of response to

climate change risks.

Reduction in investor

confidence.

Portrayed poorly in the media.

Customers choosing to shop

with competitors.

Increase cost of capital.

Decrease in sales.

Reduction in profit.

We have set

carbon reduction

targets.

Transition planning

underway.

Global supply chainDecline in NZ Exports causes a

decrease in shipping availability

for imports.

Unable to get goods to New

Zealand.

Need to source goods locally.

Delays in supply chain.

Loss of sales and decrease in

profit.

Increased cost of goods.

Increased supply chain costs.

Transition planning

to build resilience

into supply chain.

Metrics & TargetsCompleteness of emissions

profile.

Commitment to emissions

reductions or NetZero targets.

Emissions intensity of the

organisation and achievement

of reductions.

Ability to decarbonise, cost of

decarbonisation.

Highly reliant on suppliers to

meet scope 3 reduction targets.

There will be increasing

scrutiny on organisational

disclosures and performance

in decarbonisation.

Completeness of scope 3 data

and inherent limitations.

Difficult supplier relationships

if they are not doing their bit

to reduce emissions.

Inability to meet emissions

reduction targets.

Increased cost of compliance.

Additional cost of carbon

reduction/mitigation.

Carbon reduction

road map

developed.

Program of work

to improve quality

of scope 3 data.

KEY PHYSICAL OPPORTUNITY

International influences

from climate change

and greenhouse gas

mitigation preferences

Immigration from Pacific and other Island countries (disaster

responses, development).

Migration will increase and New Zealand will increasingly be

seen as a safer destination, increasing staff availability and

product demand.

Increase in sales and increase

in profit.

Greater access to labour due to

growing population.

KEY PHYSICAL RISKS (CONTINUED)

Sea-level rise leading to

coastal and estuarine

flooding

Relative sea-level rise (including

land movement).

Change in tidal range or

increased water depth.

Permanent increase in spring

high-tide inundation.

Rising groundwater from sea-

level rise.

Sea level rise of 0.32m could

impact specific locations

and increase losses due to

flooding.

Potential store closures.

Delays in supply chain.

Team and customers unable

to get to our stores.

Loss of sales and decrease in

profit.

Cost of repairs/maintenance to

buildings.

Increased lease costs.

Increased supply chain costs.

Work under way

to identify at risk

catchments.

Transition planning

to mitigate risk.

CategoryDescription Potential Impact Potential Financial Impact Business Response

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures27

KEY TRANSITION OPPORTUNITY
Markets and Products &

Services

New market opportunities (diversification).

Opportunity to develop/source and market low-carbon

products and services.

Completeness of emissions

profile.

Commitment to emissions

reductions or NetZero targets.

Emissions intensity of the

organisation and achievement of

reductions.

Ability to decarbonise, cost of

decarbonisation.

Highly reliant on suppliers to meet

scope 3 reduction targets.

Risk Management

This year the SWG performed their first climate-related risk assessment based on the process described in the strategy

section above. This process will be repeated on at least an annual basis to ensure the identified risks, opportunities and

management responses stay relevant and complete, and to help us build resilience in our response to climate change.

The scope of the climate-risk assessment was Briscoe Group Support Office, our Briscoes Homeware and Rebel Sport store

networks across Aotearoa New Zealand and our distribution centres. Consideration was also given to the wider value chain

(our suppliers and distribution networks) as they have been, and will continue to be, affected by physical changes to the

climate.

The time horizons utilised in the climate-risk assessment process were:

• Short-term: one to three years

• Medium-term: three to 10 years

• Long term: > 10years

Our existing Briscoe Group risk assessment framework was used to determine risk ratings for the identified climate related

risks. Using our existing framework facilitates the inclusion of climate-related risks into our existing risk management process

and for comparability of climate-related risks with other types of risks within our business.

Risks are prioritised using a 5x5 Risk Matrix consisting of two main dimensions: likelihood and Impact. Likelihood refers to the

probability or chance of a risk occurring, while Impact relates to the potential severity or consequences of that risk. Principal

risks identified from our climate-risk assessment process have now been incorporated into our corporate risk register. We

define principal risks as those with a substantive financial or strategic impact on the business, medium/high likelihood of

occurrence and medium/high potential impact on our performance. Our risk register tracks:

i. Description of the risk

ii. Inherent risk and residual risk

iii. Risk profile (evaluation enabling prioritisation)

iv. Mitigations

v. Board Oversight (monitoring)

The Management Risk Committee, comprising the Managing Director, Chief Financial Officer, Chief Operating Officer, and

Internal Audit Manager review the risk register at least quaterly and risk reporting is presented to the Audit & Risk Committee at

least six-monthly.

CategoryDescription Potential Impact Potential Financial Impact Business Response

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures28

Metrics and Targets
Greenhouse Gas (GHG) Emissions

Briscoe Group’s GHG emissions inventory has been prepared in accordance with the Greenhouse Gas Protocol’s Corporate

Accounting and Reporting Standard and ISO 14064-1:2018 - Greenhouse gases Part 1. We have used the operational control

consolidation approach. Ministry for the Environment (Mfe) 2023 emissions factors have been used in our calculations.

FY23 (Base year)

Emissions (tCO

2

e)

FY24 Emissions

(tCO

2

e)

Scope 1 212 174

Scope 2

2,531 1,470

Total Reported Emissions 2,743 1,644

tCO

2

e per $1m of Sales revenue

3.49 2.08

The Group’s Scope 1 & 2 emissions decreased by 40.08% compared to our 2023 base year. Most of the reduction in scope 1

emissions is attributable to a reduction in use of LPG fuels with the gradual transition of our LPG forklift fleet to electric. Although

work is underway to reduce our electricity consumption, we note the majority of the reduction in our scope 2 emissions is

attributable to the fact the 2023 Mfe emission factors were significantly lower than historical years due to lower use of fossil

fuels and an increase in renewable energy generation on the national grid.

This year we have set the following Greenhouse gas reduction target: Briscoe Group commits to reduce absolute scope 1 and 2

GHG emissions by 50% by 2030 from a 2023 base year and will work to net zero emissions by 2050.

Our target was developed by a third party and approved by the Board in November 2023, based on the Science Based Target

initiative (SBTi) guidance at the time.

Scope 3 Emissions

Consistent with retailers globally we have identified that scope 3 emissions make up the majority of our overall emissions

profile. These emissions are difficult to measure and influence as they are outside our direct control and span complex

interconnected supplier networks and geographies.

We have already made significant progress working with appropriately qualified experts to determine what makes up these

emissions and how we can engage with our suppliers to reduce them.

We have identified that the categories for which we have the most work to do are Category 1: Purchased goods and services

and Category 11: use of sold products. Until we can uncouple the growth of our business and emissions, a challenge faced

by many companies and economies globally, we can expect these emissions to continue to increase overall in the short term.

Given the complexity of the scope 3 calculations there is considerable work ahead of us. In the coming year, we aim to

deepen our understanding of our Scope 3 emissions profile and improve the quality of the data and assumptions used in our

calculations, as well as set an appropriate Science based reduction target for scope 3 emissions. We will disclose our Scope 3

footprint along with our reduction target in next year’s climate-related disclosure.

Other Metrics and Targets

We do not currently use an internal emissions price.

As we gain a deeper understanding of our climate related risks and opportunities, this understanding will drive further

consideration of the metrics we use to both measure and monitor climate-related risks across our business. These metrics will

focus on evaluating the proportion of assets and operations vulnerable to transitional and physical climate risks and aligning

business activities with climate-related opportunities.

Management remuneration has not yet been linked directly to climate-related risks and opportunities. As our understanding of

our climate-related risks and opportunities evolves and we have developed a clear road map and transition plan, we will look

to explore the appropriate weighting this should have on overall management remuneration.

Briscoe Group Limited Annual Report 2024 | Climate-Related Disclosures29

For the period ended 28 January 2024
Introduction

These financial statements have been presented in a style which attempts to make them less complex and more relevant to

shareholders.

We have grouped the note disclosures into six sections:

1. Basis of Preparation

2. Performance

3. Operating Assets and Liabilities

4. Investments

5. Financing and Capital Structure

6. Other Notes

Each section sets out the accounting policies applied to the relevant notes.

The purpose of this format is to provide readers with a clearer understanding of the financial affairs of the Group.

Accounting policies have been shown in blue font for easier identification.


For the 52 week period ended 28 January 2024

Consolidated

Financial

Statements

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

32


Table of Contents

Consolidated Financial Statements

Directors’ Approval of Consolidated Financial Statements

35

Consolidated Income Statement

36

Consolidated Statement of Comprehensive Income

37

Consolidated Balance Sheet

38

Consolidated Statement of Cash Flows

39

Consolidated Statement of Changes in Equity

41

Notes to the Consolidated Financial Statements:

1. Basis of Preparation

42

1.1 General Information

42

1.2 General Accounting Policies

42

2. Performance

44

2.1 Segment Information

44

2.2 Income and Expenses

46

2.3 Taxation

47

2.3.1 Taxation – Income statement

47

2.3.2 Taxation – Balance sheet

48

2.3.3 Imputation credits

49

2.4 Earnings Per Share

49

3. Operating Assets and Liabilities

50

3.1 Working Capital

50

3.1.1 Cash and cash equivalents

50

3.1.2 Trade and other receivables

50

3.1.3 Inventories

50

3.1.4 Trade and other payables

51

3.2 Property, Plant and Equipment

52

3.3 Intangible Assets

53

3.4 Leases

54

3.4.1 Right-of-use assets

54

3.4.2 Lease liabilities

55

3.4.3 Lease liabilities maturity analysis

55

3.4.4 Lease related expenses included in the income statement

55

3.4.5 Lease payments included in the cashflow statement

55


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

33

4. Investments
56

4.1 Investment in Equity Securities

56

5. Financing and Capital Structure

57

5.1 Interest Bearing Liabilities

57

5.2 Financial Risk Management

57

5.2.1 Derivative financial instruments

57

5.2.2 Credit risk

58

5.2.3 Interest rate risk

58

5.2.4 Liquidity risk

58

5.2.5 Market risk

59

5.2.6 Sensitivity analysis

60

5.3 Equity

62

5.3.1 Capital risk management

62

5.3.2 Share capital

62

5.3.3 Dividends

62

5.3.4 Reserves and retained earnings

63

6. Other Notes

64

6.1 Related Party Transactions

64

6.1.1 Parent and ultimate controlling company

64

6.1.2 Key management personnel

64

6.1.3 Directors’ fees and dividends

65

6.2 Employee Equity-Based Remuneration

66

6.2.1 Equity-settled performance rights

66

6.2.2 Equity-based remuneration reserve

68

6.3 Contingent Liabilities

68

6.4 Events After Balance Date

68

6.5 New Accounting Standards

68

Independent Auditor’s Report

69


For the 52 week period ended 28 January 2024

Table of Contents

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

34

Authorisation for Issue
The Board of Directors authorised the issue of these Consolidated Financial Statements on 12 March 2024.

Approval by Directors

The Directors are pleased to present the Consolidated Financial Statements for Briscoe Group Limited for the 52

week period ended 28 January 2024. (Comparative period is for the 52 week period ended 29 January 2023).

12 March 2024

For and on behalf of the Board of Directors

Dame Rosanne Meo

CHAIRMAN


Rod Duke

GROUP MANAGING DIRECTOR

Directors’ Approval of Consolidated Financial Statements


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

35

Notes
Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

Sales revenue

791,953 785,854

Cost of goods sold

(456,191) (439,932)

Gross profit

335,762 345,922

Other operating income2.2

3,574 3,292

Store expenses

(123,899) (122,594)

Administration expenses

(89,141) (91,126)

Earnings before interest and tax

126,296135,494

Finance income

6,209 2,495

Finance cost

(15,224) (14,908)

Net finance cost5.1

(9,015) (12,413)

Profit before income tax

117,281 123,081

Income tax expense

2.3.1

(33,060) (34,644)

Net profit attributable to shareholders

84,221 88,437

Earnings per share for profit attributable to shareholders:

Basic earnings per share (cents) 2.4

37.839.7

Diluted earnings per share (cents)2.4

37.839.7

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

Consolidated Income Statement


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

36

Notes
Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

Net Profit attributable to shareholders

84,221 88,437

Other comprehensive income:

Items that will not be subsequently reclassified

to profit or loss:

Change in value of investment in equity securities4.1

(15,842)

(13,922)

Items that may be subsequently reclassified to

profit or loss:

Fair value gain recycled to income statement

from cashflow hedge reserve

(3,253) (8,983)

Fair value gain taken to the cashflow hedge reserve

6,196 3,077

Deferred tax on fair value gain taken to income

statement from cashflow hedge reserve

2.3.2

911 2,515

Deferred tax on fair value gain taken to cashflow

hedge reserve

2.3.2

(1,735) (862)

Total other comprehensive income/(loss)

(13,723) (18,175)

Total comprehensive income attributable

to shareholders

70,498 70,262

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

Consolidated Statement of Comprehensive Income


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

37


As at 28 January 2024

Notes

28 January 2024

$000

29 January 2023

$000

ASSETS

Current assets

Cash and cash equivalents3.1.1

175,441149,874

Trade and other receivables3.1.2

7,7386,184

Inventories3.1.3

104,868117,792

Derivative financial instruments5.2.5

54840

Total current assets

288,595273,890

Non-current assets

Property, plant and equipment3.2

132,810130,292

Intangible assets3.3

2,078 1,994

Right-of-use assets3.4.1

245,318 243,701

Deferred tax2.3.2

17,30916,622

Investment in equity securities4.1

35,046 50,888

Total non-current assets

432,561443,497

TOTAL ASSETS721,156717,387

LIABILITIES

Current liabilities

Trade and other payables3.1.4

106,292 109,181

Lease liabilities3.4.3

19,850 19,791

Taxation payable2.3.2

8,316 11,308

Derivative financial instruments5.2.5

259 2,513

Total current liabilities

134,717 142,793

Non-current liabilities

Trade and other payables3.1.4

1,241 892

Lease liabilities

3.4.3

269,330 265,178

Total non-current liabilities

270,571266,070

TOTAL LIABILITIES405,288408,863

NET ASSETS315,868 308,524

EQUITY

Share capital5.3.2

62,34462,136

Cashflow hedge reserve5.2.5

250 (1,869)

Equity-based remuneration reserve6.2.2

701575

Other reserves5.3.4

(52,807) (36,965)

Retained earnings

305,380284,647

TOTAL EQUITY315,868308,524

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

Consolidated Balance Sheet

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

38

Notes
Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

OPERATING ACTIVITIES

Cash was provided from

Receipts from customers

792,313 784,747

Rent received

105 28

Dividends received

2,885 2,884

Interest received

5,484 1,833

Insurance recovery

110 154

800,897 789,646

Cash was applied to

Payments to suppliers

(492,773) (457,553)

Payments to employees

(95,016) (98,366)

Interest paid

(15,224) (14,893)

Net GST paid

(36,958) (31,932)

Income tax paid

(37,620) (42,486)

(677,591) (645,230)

Net cash inflows from operating activities 123,306 144,416

INVESTING ACTIVITIES

Cash was provided from

Proceeds from sale of property, plant and equipment

1623

1623

Cash was applied to

Purchase of property, plant and equipment3.2

(13,582) (15,357)

Purchase of intangible assets

(1,477) (1,098)

Investment in equity securities

4.1

--

(15,059) (16,455)

Net cash outflows from investing activities (15,043) (16,432)

FINANCING ACTIVITIES

Cash was provided from

Issue of new shares5.3.2

--

Net proceeds from borrowings

--

--

Cash was applied to

Dividends paid5.3.3

(63,488) (61,228)

Lease liability payments

(19,389) (19,065)

(82,877) (80,293)

Net cash outflows from financing activities(82,877) (80,293)

Net increase in cash and cash equivalents

25,386 47,691

Cash and cash equivalents at beginning of period

149,874 102,481

Effect of exchange rate changes on cash and cash equivalents181 (298)

Cash and cash equivalents at period end3.1.1 175,441 149,874

Consolidated Statement of Cash Flows


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

39

Consolidated Statement of Cash Flows (continued)
RECONCILIATION OF NET CASH FLOWS FROM

OPERATING ACTIVITIES TO REPORTED NET PROFIT

Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

Reported net profit attributable to shareholders

84,221 88,437

Items not involving cash flows

Depreciation and amortisation expense

34,835 34,292

Bad debts and movement in doubtful debts

(44) (91)

Inventory adjustments

(1,342) 16

Amortisation of equity-based remuneration

391 276

Loss on disposal/surrender of assets 62 669

33,902 35,162

Impact of changes in working capital items

Increase in trade and other receivables

(1,510) (1,011)

Decrease in inventories 14,266 1,706

Decrease in taxation payable (2,992) (6,958)

(Decrease) increase in trade payables(4,767) 27,124

Increase (decrease) in other payables and accruals

186 (44)

5,183 20,817

Net cash inflow from operating activities 123,306 144,416

NET DEBT RECONCILIATION

Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

Cash and cash equivalents

Cash and cash equivalents at beginning of period

149,874 102,481

Net increase in cash and cash equivalents

25,386 47,691

Effect of exchange rate changes

181 (298)

Cash and cash equivalents at period end175,441149,874

Lease liabilities

Opening value

(284,969) (289,218)

Cash flows

19,389 19,065

Lease acquisitions

(27,273) (16,139)

Lease surrenders

3,673 1,323

Total lease liabilities at period end(289,180)(284,969)

Net debt reconciliation(113,739)(135,095)

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


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

40

Notes
Share

Capital

$000

Cashflow

Hedge

Reserve

Equity-Based

Remuneration

Reserve

Other

Reserves

$000

Retained

Earnings

$000

Total

Equity

$000

$000$000

Balance at 30 January 2022 61,992 2,384566(23,043)257,414299,313

Net profit attributable to shareholders for the period---- 88,437 88,437

Other comprehensive income:

Change in value of investment in equity

securities

4.1---(13,922) -(13,922)

Net fair value loss taken through cashflow

hedge reserve

- (4,253) --- (4,253)

Total comprehensive (loss)/income for the period-(4,253)- (13,922) 88,437 70,262

Transactions with owners:

Dividends paid5.3.3----(61,228) (61,228)

Performance rights charged to income

statement

6.2.1-- 276 -- 276

Performance rights vested5.3.2/6.2144-(144)---

Performance rights forfeited

6.2.2

-

-

(24)

-24-

Deferred tax on equity-based remuneration2.3.2/6.2.2-- (99) -- (99)

Balance at 29 January 202362,136 (1,869) 575 (36,965) 284,647 308,524

Net profit attributable to shareholders for the period---- 84,221 84,221

Other comprehensive income:

Change in value of investment in equity

securities

4.1---(15,842) -(15,842)

Net fair value loss taken through cashflow

hedge reserve

- 2,119 --- 2,119

Total comprehensive (loss)/income for the period- 2,119 -(15,842) 84,221 70,498

Transactions with owners:

Dividends paid5.3.3---- (63,488) (63,488)

Performance rights charged to income

statement

6.2.1--391 --391

Performance rights vested5.3.2/6.2208- (208)-- -

Performance rights forfeited6.2.2-- --- -

Deferred tax on equity-based remuneration2.3.2/6.2.2--(57)--(57)

Balance at 28 January 202462,344 250 701 (52,807) 305,380 315,868

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

Consolidated Statement of Changes in Equity


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

41

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 included as part of that particular note.

1.1 General Information

Briscoe Group Limited (the Company) and its subsidiaries (together the Group) is a retailer of homeware and sporting goods. The

Company is a limited liability company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange

(NZX). Briscoe Group Limited is registered under the Companies Act 1993 and is an FMC Reporting Entity under Part 7 of the

Financial Markets Conduct Act 2013. The address of its registered office is 1 Taylors Road, Morningside, Auckland. The Company is

registered in Australia as a foreign company under the name Briscoe Group Australasia Limited and is listed on the Australian Securities

Exchange as a foreign exempt entity. (NZX / ASX code: BGP).

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.

These audited consolidated financial statements have been approved for issue by the Board of Directors on 12 March 2024.

1.2 General Accounting Policies

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP).

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

Reporting Standards, as appropriate for for-profit entities. The consolidated financial statements also comply with International

Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

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

Group’s presentation currency. All financial information has been presented in thousands, unless otherwise stated.

The material accounting policies adopted in the preparation of the financial report are set out below. These policies have been

consistently applied to all the periods presented, unless otherwise stated.

Entities reporting

The consolidated financial statements reported are for the consolidated Group which is the economic entity comprising Briscoe Group

Limited and its subsidiaries. The Group is designated as a for-profit entity for the purposes of complying with GAAP.

Reporting period


These consolidated financial statements are in respect of the 52-week period 30 January 2023 to 28 January 2024 and provide a

balance sheet as at 28 January 2024. The comparative period is in respect of the 52-week period 31 January 2022 to 29 January

2023. The Group operates on a weekly trading and reporting cycle resulting in 52 weeks for most years with a 53-week period

occurring once every 5-6 years.

Principles of consolidation


Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company 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 Company. They are deconsolidated from

the date that control ceases.

Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated.

Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies adopted by the Company.


For the 52 week period ended 28 January 2024

Notes to the Consolidated Financial Statements

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

42

Subsidiaries Activity
2024 Interest2023 Interest

Briscoes (New Zealand) LimitedHomeware retail100%100%

The Sports Authority Limited (trading as Rebel Sport)Sporting goods retail100%100%

Rebel Sport LimitedName protection100%100%

Living and Giving LimitedName protection100%100%

All companies above are incorporated in New Zealand and have a balance date consistent with that of the Company as outlined in the

accounting policies.

Historical cost convention


These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain assets as

identified in specific accounting policies detailed throughout these financial statements.

Critical accounting judgements and estimates

In the process of applying the Group’s accounting policies and the application of accounting standards, a number of estimates

and judgements have been made. The estimates and underlying assumptions are based on historical experience and adjusted for

current market conditions and other factors, including expectations of future events that are considered to be reasonable under the

circumstances. If outcomes within the next financial period are significantly different from assumptions, this could result in adjustments

to carrying amounts of the asset or liability affected.

Further explanation as to estimates and assumptions made by the Group can be found in the notes to the financial statements:

Areas of judgement and estimationNote

Inventories3.1.3

Leases3.4

Climate related risks

As part of its risk management framework the Group continues to monitor its exposure to risk, including climate related risk and related

regulatory reporting requirements. During the year ended 28 January 2024 Briscoe Group completed its first climate-related risk

assessment which will be disclosed in this year’s Annual report. As part of this assessment, we have not identified any material impacts

requiring specific disclosure in the financial statements. The identified climate-related risks and opportunities including both physical

and transitional impacts have been considered as part of the above critical accounting judgements and estimates.

Foreign currency translation

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

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-

end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement,

except when deferred in which case they are recognised in other comprehensive income as qualifying cash flow hedges.

1. Basis of Preparation


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

43

This section reports on the results and performance of the Group, providing additional information about individual
items, including performance by operating segment, revenue, expenses, taxation and earnings per share.

2.1 Segment Information

An operating segment is a component of an entity that engages in business activities which earns revenue and incurs expenses and

for which the chief operating decision maker (CODM) reviews the operating results on a regular basis and makes decisions on resource

allocation. The Group has determined its CODM to be the group of executives comprising the Managing Director, Chief Operating

Officer, Chief Financial Officer and the Chief People Officer.


The Group is organised into two reportable operating segments, namely homeware and sporting goods, reflecting the different retail

sectors within which the Group operates. The Company is considered not to be a reportable operating segment. Eliminations and

unallocated amounts as shown below are primarily attributable to the Company. There were no inter-segment sales in the period

(2023: Nil).

Information regarding the operations of each reportable operating segment is included below. Segment profit represents the profit

earned by each segment and is extracted from the income statements associated with the two trading subsidiary companies, Briscoes

(New Zealand) Limited and The Sports Authority Limited (trading as Rebel Sport). Earnings before interest and tax (EBIT) is a non-

GAAP measure and used by CODM to assess the performance of the operating segments. This measure should not be viewed in

isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. This non-GAAP financial measure may not

be comparable to similarly titled amounts reported by other companies.

For the period ended 28 January 2024

Homeware

Sporting

goods

Eliminations/

UnallocatedTotal Group

$000$000$000$000

INCOME STATEMENT


Total sales revenue

490,116 301,837 - 791,953

Gross profit

211,082 124,680 - 335,762

Earnings before interest and tax

75,267 44,764 6,265 126,296

Finance income

1,418 4,024 767 6,209

Finance costs

(10,178) (5,043) (3) (15,224)

Net finance cost

(8,760) (1,019) 764 (9,015)

Income tax expense

(18,873) (12,254) (1,933) (33,060)

Net profit after tax

47,634 31,491 5,096 84,221

BALANCE SHEET ITEMS:

Assets

379,270 282,560 59,326

1.

721,156

Liabilities

256,861 143,988 4,439 405,288

OTHER SEGMENTAL ITEMS:

Acquisitions of property, plant and

equipment, intangibles and investments

10,826 4,233 - 15,059

Depreciation and amortisation expense

22,386 12,449 - 34,835

$000

1. Investment in equity securities

37,829

Intercompany eliminations

(7,432)

Other balances

28,929

59,326


For the 52 week period ended 28 January 2024

2. Performance

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

44

2. Performance
For the period ended 29 January 2023

Homeware

Sporting

goods

Eliminations/

UnallocatedTotal Group

$000$000$000$000

INCOME STATEMENT

Total sales revenue

487,501 298,353 - 785,854

Gross profit

214,861 131,061 - 345,922

Earnings before interest and tax

75,652 54,032 5,810 135,494

Finance income

482 1,895 118 2,495

Finance cost

(9,913) (4,945) (50) (14,908)

Net finance costs

(9,431) (3,050) 68 (12,413)

Income tax expense

(18,772) (14,280) (1,592) (34,644)

Net profit after tax

47,449 36,702 4,286 88,437

BALANCE SHEET ITEMS:

Assets

372,788 276,147 68,452

1.

717,387

Liabilities

254,474 151,254 3,135 408,863

OTHER SEGMENTAL ITEMS:

Acquisitions of property, plant and

equipment, intangibles and investments

9,474 6,981 - 16,455

Depreciation and amortisation expense

22,352 11,940 - 34,292

$000

1. Investment in equity securities

53,671

Intercompany eliminations

(7,523)

Other balances

22,304

68,452


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

45

2.2 Income and Expenses
Revenue recognition

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

Tax (GST), and discounts and after eliminating sales within the Group. Revenue is recognised as follows:

Sales of goods - retail

For all sales, control is considered to pass to the customer at the point when the customer can use or otherwise benefit from the goods

and services. For in-store sales, control passes to the customer at point of sale. For online sales, the order along with delivery to the

customer are considered to comprise a single performance obligation, therefore control is considered to pass to the customer on

delivery of the goods. Retail sales are predominantly by credit card, debit card or in cash.

Rental income

Rental income (net of any incentives given to lessees) is recognised on a straightline basis over the period of the lease.

Interest income

Interest income is recognised on a time-proportionate basis using the effective interest method.

Dividend income

Dividend income is recognised when the right to receive the dividend is established.

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

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Income

Rental income

105 28

Dividends received

2,885 2,884

Insurance recovery

110 154

Gain on lease surrender

474 226

Expenses

Depreciation of property, plant and equipment

10,985 10,540

Amortisation of software costs

1,393 1,622

Depreciation of right-of-use assets

22,457 22,130

Interest on leases

15,220 14,859

Operating lease rental expense

56 190

Wages, salaries and other short-term benefits

99,133 94,828

Equity-based remuneration (refer also Note 6.2)

391 276

Amounts paid to auditors:

Statutory Audit

156 143

Half year review47

47

Other services--

2. Performance


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

46

2.3 Taxation
Current and deferred income tax

The income tax expense for the period is the tax payable on the current period’s taxable income based on the income tax rate 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.

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

New Zealand, being the country where the Group operates and generates taxable income. The Group periodically evaluates positions

taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions

where appropriate on the basis of amounts expected to be paid to the tax authorities.

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

liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and

laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred

income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the

temporary differences can be utilised.

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

the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset when the entity has a legal

enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Goods and Services Tax (GST)

The income statement, 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 balance sheet are stated net of GST, with the exception of trade receivables and trade

payables, which include GST invoiced.

2.3.1 Taxation – Income statement

The total taxation charge in the income statement is analysed as follows:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

(a) Income tax expense

Current tax expense:

Current tax

33,383 34,585

Adjustments for prior periods

1,245 943

34,628 35,528

Deferred tax expense:

(Increase) decrease in future tax benefit current period (309) 67

Adjustments for prior periods

(1,259) (951)

(1,568) (884)

Total income tax expense 33,060 34,644

2. Performance


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

47

2. Performance

For the 52 week period ended 28 January 2024

Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

(b) Reconciliation of income tax expense to tax rate

applicable to profits

Profit before income tax expense

117,281 123,081

Tax at the corporate rate of 28% (2023: 28%) 32,839 34,463

Tax effect of amounts which are either non-deductible

or non-assessable in calculating taxable income

235 189

Prior period adjustments

(14) (8)

Total income tax expense

33,060 34,644

The Group has no tax losses (2023: Nil) and no unrecognised temporary differences (2023: Nil).

2.3.2 Taxation – Balance sheet

(a) Deferred Taxation

The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the current

and prior period:

DepreciationProvisions

Derivative

financial

instruments

Right of use

asset

Lease

liabilityTotal

$000$000$000$000$000$000

At 30 January 2022184 4,166 (926) (70,221)80,981 14,184

Recognised in the income statement782-1,985(1,190) 884

Recognised in equity-(99)---(99)

Recognised in other comprehensive income--1,653

1.

--1,653

At 29 January 2023191 4,149 727(68,236)79,791 16,622

Recognised in the income statement181 661 -(453)1,179 1,568

Recognised in equity-(57) --(57)

Recognised in to other comprehensive income--(824)-(824)

At 28 January 2024 372 4,753 (97) (68,689)80,970 17,309

1. Net credited/(debited) to other comprehensive income comprises deferred tax on fair value gain taken to income statement of $910,740 (2023:

deferred tax on fair value gain of $2,515,053) and deferred tax on fair value gain taken to cash flow hedge reserve of $1,734,795 (2023: deferred tax

on fair value gain of $861,599).

(b) Taxation payable

The following is the analysis of the movements in the taxation payable balance during the current and prior period:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Movements:

Balance at beginning of period

(11,308) (18,266)

Current tax

(34,628) (35,528)

Tax paid

37,195 42,072

Foreign investor tax credit (FITC)

425 414

Balance at end of period

(8,316) (11,308)

1.

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

48

2.3.3 Imputation credits
Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Imputation credits available for use in

subsequent accounting periods:

142,436 138,029

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.

The consolidated amounts include imputation credits that would be available to the Company if subsidiaries paid dividends.

2.4 Earnings per share

Earnings per share (EPS) is the amount of post-tax profit attributable to each share.

Basic EPS is computed by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares on

issue during the period.


Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the Basic EPS. These

are in the form of performance rights. Diluted EPS is therefore computed by dividing the net profit attributable to shareholders by

the weighted average number of ordinary shares on issue during the period, adjusted to include the potentially dilutive effect if

performance rights to issue ordinary shares were exercised and converted into shares.

Period ended

28 January 2024

Period ended

29 January 2023

Net profit attributable to shareholders $000

84,221 88,437

Basic

Weighted average number of ordinary shares on issue (thousands)

222,756 222,638

Basic earnings per share

37.8 cents 39.7 cents

Diluted

Weighted average number of ordinary shares on issue adjusted for performance rights

issued but not exercised (thousands)

223,070 222,931

Diluted earnings per share

37.8 cents 39.7 cents

2. Performance


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

49

This section reports the assets used to generate the Group’s trading performance and the liabilities incurred as a
result. Liabilities relating to the Group’s financing activities are addressed in note 5. Assets and liabilities in relation to

deferred taxation and taxation payable are shown in note 2.3. The carrying amounts of financial assets and liabilities are

equivalent to their fair value unless otherwise stated.

3.1 Working Capital

Working capital represents the assets and liabilities the Group generates through its trading activity. The Group

therefore defines working capital as cash, trade and other receivables, inventories and trade and other payables.

3.1.1 Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short-term,

highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts

of cash and that are subject to an insignificant risk of changes in value.

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Cash at bank or on hand

175,441 149,874

As at 28 January 2024 the Group held foreign currency equivalent to NZ$1.820 million (2023: NZ$1.692 million) which is included in

the table above. The foreign currency in which the Group deals primarily is the US Dollar.

3.1.2 Trade and other receivables

Trade receivables arise from sales made to customers on credit or through the collection of purchasing rebates from

suppliers not otherwise deducted from suppliers’ payable accounts. Trade receivables are recognised initially at

the value of the invoice sent to the customer (fair value) and subsequently at the amounts considered recoverable

(amortised cost). Trade receivable balances are reviewed on an on-going basis.


Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Trade receivables

1,502 1,573

Prepayments

3,268 2,177

Other receivables

2,968 2,434

Total trade and other receivables

7,738 6,184

No interest is charged on trade receivables.

3.1.3 Inventories

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

necessary to make the sale.

3. Operating Assets and Liabilities


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

50

The Group assesses the likely residual value of inventory. Stock provisions are recognised for inventory which is
expected to sell for less than cost and also for the value of inventory likely to have been lost to the business through

shrinkage between the date of the last applicable stocktake and balance date. In recognising the provision for inventory,

judgement has been applied by considering a range of factors including historical results, current trends and specific

product information from buyers.

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Finished goods

110,293 123,045

Inventory provisions and adjustments

(5,425) (5,253)

Net inventories

104,868 117,792

During the period the Group recognised $445.9 million (2023: $431.0 million) of inventory as an expense within cost of goods sold.

3.1.4 Trade and other payables

Trade and other payable amounts represent liabilities for goods and services provided to the Group prior to the end of a financial

period, which are unpaid.

Trade payables

Trade payables are recognised at the value of the invoice received from a supplier (fair value). The carrying value of trade payables is

considered to approximate fair value as the amounts are unsecured and are usually paid within 60 days of recognition.

Employee entitlements

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including nonmonetary 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 nonaccumulating sick leave are

recognised when the leave is taken and measured at the rates paid or payable. The liability for employee entitlements is carried at the

present value of the estimated future cash flows.

Bonus plans

A liability is recognised for bonuses payable to employees where a contractual obligation arises for an agreed level of payment

dependent on both company and individual performance criteria.

Long service leave

The liability for long service leave is recognised as a non-current liability and measured as the present value of expected future

payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.

Consideration is given to expected future wage and salary levels, history of employee departure rates and periods of service. Expected

future payments are discounted using market yields at the reporting date on government bonds with terms to maturity that match, as

closely as possible, the estimated future cash outflows.

Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated

reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.


Provisions relate to returns in relation to sales of goods directly imported by the Group and are expected to be fully utilised within the

next twelve months. Provisions relating to inventory, receivables and employee benefits have been treated as part of those specific

balances. There are no other provisions relating to these financial statements.


For the 52 week period ended 28 January 2024

3. Operating Assets and Liabilities

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

51

3. Operating Assets and Liabilities
Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Trade payables

65,942 70,709

Employee entitlements

19,045 14,928

Other payables and accruals

22,404 24,326

Provisions

142 110

Total trade and other payables

107,533 110,073

Shown in balance sheet as:

Current liabilities

106,292 109,181

Non-current liabilities

1,241 892

Total trade and other payables

107,533 110,073

3.2 Property, Plant and Equipment

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

includes expenditure that is directly attributable to the acquisition of property, plant and equipment.

Costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future

economic benefits associated with an item will flow to the Group and the cost of an item can be measured reliably.

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

An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated

recoverable amount.

Gains and losses on disposals of assets are determined by comparing proceeds with carrying amounts. These gains and losses are

included in the income statement.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their

estimated residual values, over their estimated useful lives, as follows:

- Freehold buildings 33 years

- Plant and equipment 3 - 15 years

Property, plant and equipment is reviewed whenever events or changes in circumstances indicate that the carrying amount may not

be recoverable. An impairment loss is recognised for the amount by which an asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell, or value in use.

The Group assesses whether there are indications, for example loss-making stores, for certain trigger events which may indicate that

an impairment in property, plant and equipment values exist at balance date.


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

52

3. Operating Assets and Liabilities
Land and

buildings

Plant and

equipmentTotal

$000$000$000

At 30 January 2022

Cost

105,668 91,268 196,936

Accumulated depreciation

(9,275) (61,764) (71,039)

Net book value

96,393 29,504 125,897

Period ended 29 January 2023

Opening net book value

96,393 29,504 125,897

Additions

215 15,142 15,357

Disposals

- (422) (422)

Depreciation charge

(2,886) (7,654) (10,540)

Closing net book value

93,722 36,570 130,292

At 29 January 2023

Cost

105,883 97,515 203,398

Accumulated depreciation

(12,161) (60,945) (73,106)

Net book value

93,722 36,570 130,292

Period ended 28 January 2024

Opening net book value

93,722 36,570 130,292

Additions

5,613 7,969 13,582

Disposals

- (79) (79)

Depreciation charge

(2,961) (8,024) (10,985)

Closing net book value

96,374 36,436 132,810

At 28 January 2024

Cost

111,497 101,076 212,573

Accumulated depreciation

(15,123) (64,640) (79,763)

Net book value

96,374 36,436 132,810

Capital commitments

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Capital commitments in relation to property, plant and equipment

at balance date not provided for in the financial statements

11,419 2,370

3.3 Intangible Assets

Intangible assets are non-physical assets used by the Group to operate the business. Software costs have a finite useful life. Software

costs which can be capitalised are amortised on a straight-line basis over the estimated useful economic life of 2 to 5 years. Software-

as-a-service costs are expensed when they are incurred.


Software is the only intangible asset recorded in the financial statements. All software has been acquired externally.


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

53

3.4 Leases
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. Lease payments to be made under reasonably certain extension options are also

included in the measurement of the liabilities.

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. In considering the lease term, the Group applies judgement in determining whether

it is reasonably certain that an extension or termination option will be exercised.

Both right-of-use assets and lease liabilities are discounted applying interest rate implicit in the lease, or if this cannot be determined,

the incremental borrowing rate at the commencement of the lease. To determine the incremental borrowing rate the Group have

applied a blended secured and unsecured borrowing rate. For the secured rate the Group have utilised third party financing options

and adjusted for an appropriate credit spread.

Extension options are included in a number of property leases across the Group. These are used to maximise operational flexibility in

terms of managing the assets used in the Group’s operation. Extension options held are exercisable only by the Group and not by the

respective lessor. During the period the Group recognised all extension options (2023: all recognised).

The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities, created on the

adoption of NZ IFRS 16:

3.4.1 Right-of-use assets:

Land and Buildings

$000

Period ended 29 January 2023

Opening carrying amount

250,789

Additions

16,139

Surrender

(1,097)

Depreciation for the period

(22,130)

Closing carrying amount 243,701

At 29 January 2023

Cost

328,643

Accumulated depreciation

(84,942)

Carrying amount243,701

Period ended 28 January 2024

Opening carrying amount

243,701

Additions

27,273

Surrender

(3,199)

Depreciation for the period

(22,457)

Closing carrying amount245,318

At 28 January 2024

Cost

351,412

Accumulated depreciation

(106,094)

Carrying amount245,318

3. Operating Assets and Liabilities


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

54

3.4.2 Lease liabilities:
As at

28 January 2024

As at

29 January 2023

$000$000

Opening value

284,969 289,218

Additions

27,273 16,139

Surrender

(3,673) (1,323)

Interest for the period

15,220 14,859

Lease payments made

(34,609) (33,924)

Total lease liabilities

289,180 284,969

3.4.3 Lease liabilities maturity analysis:

Minimum lease

paymentsInterest

Present

Value

$000$000$000

Within one year

35,142 (15,292) 19,850

One to five years

135,170 (50,602) 84,568

Beyond five years

245,337 (60,575) 184,762

Total

415,649 (126,469) 289,180

Current

19,850

Non-current

269,330

Total

289,180

3.4.4 Lease related expenses included in the income statement:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Depreciation

22,457 22,130

Short-term leases

56 190

Interest on leases

15,220 14,859

Total

37,733 37,179

3.4.5 Lease payments included in the cashflow statement:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Total cash outflow in relation to leases

34,609 33,924

3. Operating Assets and Liabilities


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

55

This section explains how the Group records investments made in listed securities.
4.1 Investment in Equity Securities

During 2015, 2018 and 2019 Briscoe Group Limited acquired a total of 48,007,465 shares in KMD Brands Limited for a cost of

$87,853,048. This holding represented a 6.75% ownership in KMD Brands Limited as at 28 January 2024.

These shares are equity investments, quoted in the active market, which the Group has elected to designate as a financial asset at fair

value through other comprehensive income (FVOCI). An adjustment was made at period end to reflect the fair value of these shares as

at 28 January 2024

1.

.


$000

At 30 January 2022 64,810

Additions

-

Change in fair value credited to other reserves

(13,922)

At 29 January 2023 50,888

Additions

-

Change in fair value credited to other reserves

(15,842)

At 28 January 2024 35,046

1. Fair value determined to be $0.73 per share as per NZX closing price of KMD Brands Limited as at 26 January 2024 (2023: $1.06) (Level 1 in the

fair value hierarchy).

4. Investments


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

56

This section reports on the Group’s funding sources and capital structure, including its balance sheet liquidity and
access to capital markets.

5.1 Interest Bearing Liabilities

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

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

statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless

the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

There were no interest bearing liabilities as at 28 January 2024 (2023: Nil).

Net finance costs

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Interest income

6,209 2,495

Interest expense - leases

(15,220) (14,859)

Interest expense – other

--

Other finance costs

(4) (49)

Net finance cost

(9,015) (12,413)

5.2 Financial Risk Management

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

and equity price risk). The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s

financial performance. The Group uses certain derivative financial instruments to hedge certain risk exposures.

5.2.1 Derivative financial instruments

Derivatives are recognised initially 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 Group designates certain derivatives as hedges of highly probable

forecast transactions (cash flow hedges).

At the inception of a transaction the economic relationship between hedging instruments and hedged items, and the risk

management objective and strategy for undertaking various hedge transactions, are documented. An assessment is also documented,

both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions have been and will

continue to be 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

other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement

within cost of goods sold.

Amounts accumulated in other comprehensive income are recycled in the income statement in the periods when the hedged item

will affect profit or loss (for instance when the forecast purchase that is hedged takes place). However, when a 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 other comprehensive income are transferred from other comprehensive income and included in the

measurement of the initial cost or carrying amount of the asset or liability.

5. Financing and Capital Structure


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

57

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 other comprehensive income at that time remains in other comprehensive income and is recognised

when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected

to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately transferred to the income

statement within cost of goods sold.

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 income statement within administration expenses.

5.2.2 Credit risk

Credit risk refers to the risk of a counterparty failing to discharge an obligation. In the normal course of its business, Briscoe 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 only high-credit-rated, Board-approved financial institutions. Sales to retail customers are

settled predominantly in cash or by using major credit cards. Less than 1% of reported sales give rise to trade receivables. The Group

holds no collateral over its trade receivables.

5.2.3 Interest rate risk

The Group has no long-term interest-bearing liabilities but does have interest rate risk exposure from periodic short-term drawdowns

of established funding facilities and placements of short-term deposits, as operating cash flows necessitate. The Group’s short to

medium term liquidity position is monitored daily and reported to the Board monthly.

5.2.4 Liquidity risk

Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level will result in the Group foregoing

investment opportunities or not being able to meet its obligations in a timely manner, and therefore gives rise to lower investment

income or to higher borrowing costs than otherwise. Prudent liquidity risk management includes maintaining sufficient cash, and

ensuring the availability of adequate amounts of funding from credit facilities.


The Group’s liquidity exposure is managed by ensuring sufficient levels of liquid assets and committed facilities are maintained based

on regular monitoring of a rolling 3-month daily cash requirement forecast. The Group’s liquidity position fluctuates throughout the

period, being strongest immediately after the end of the period. The months leading up to Christmas trading put the greatest strain on

Group cash flows due to the build-up of inventory as well as the interim dividend payment. The Group operates well within its available

funding facilities.

The following table analyses the Group’s financial liabilities and gross-settled forward foreign exchange contracts into relevant maturity

groupings based on the remaining period from the balance sheet date 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 injection of

foreign currency back to the Group as a result of the gross settlement on those contracts, converted using the forward rate at balance

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

the carrying value affect profit when the underlying inventory to which the derivatives relate, is sold.


Trade and other payables are shown at carrying value in the table. No discounting has been applied as the impact of discounting is not

significant.

An analysis detailing remaining contractual maturities for lease liabilities is shown in Note 3.4.3


For the 52 week period ended 28 January 2024

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

58

As at 28 January 2024
3 months

or less

3 – 6

months

6 – 9

months

9 – 12

monthsTotal

Carrying

Value

$000$000$000$000$000$000

Trade and other payables

(84,516) ---(84,516) (84,516)

Forward foreign exchange contracts

Cash flow hedges:

- outflow

(14,724) (17,474) (12,540) (401) (45,139)

- inflow

14,732 17,597 12,690 409 45,428

- Net

81231508289289

As at 29 January 2023

3 months

or less

3 – 6

months

6 – 9

months

9 - 12

monthsTotal

Carrying

Value

$000$000$000$000$000$000

Trade and other payables

(90,869) ---(90,869) (90,869)

Forward foreign exchange contracts

Cash flow hedges:

- outflow

(23,273) (20,786) (16,926) (1,166)(62,151)

- inflow

21,940 20,020 16,562 1,156 59,678

- Net

(1,333) (766) (364) (10) (2,473) (2,473)

The cash flow hedges inflow amounts use the forward rate at balance date.

5.2.5 Market risk

Equity price risk

The Group is exposed to equity price risk arising from the investment held in KMD Brands Limited, classified in the balance sheet as

investment in equity securities. (Refer note 4.1).


Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposures primarily to the US dollar, in respect of purchases of

inventory directly from overseas suppliers.

The Group’s foreign exchange risk is managed in accordance with Board-approved Group Treasury Risk Management Policies. The

current policy requires hedging of both committed and forecasted foreign currency payment levels across the current and subsequent

three calendar quarters. The policy is to cover 100% of committed purchases and lower levels of forecasted purchases depending on

which quarter the forecasted exposure relates to. Hedging is reviewed regularly and reported to the Board monthly.

The Group uses forward foreign exchange contracts and maintains short-term holdings of foreign currencies in foreign denominated

currency bank accounts, with major financial institutions only, to hedge its foreign exchange risk in anticipation of future purchases.



For the 52 week period ended 28 January 2024

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

59

The following table shows the fair value of forward foreign exchange contracts held by the Group as derivative financial instruments at
balance date:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Current assets

Forward foreign exchange contracts

548 40

Total current derivative financial instrument assets

54840

Current liabilities

Forward foreign exchange contracts

259 2,513

Total current derivative financial instrument liabilities

259 2,513

The contracts are subject to an enforceable master netting arrangement, which allows for net settlement of the relevant assets and

liabilities. For financial reporting purposes these are not offset.

Forward foreign exchange contracts – cash flow hedges


Where forward foreign 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 other comprehensive income. These gains

or losses are released to the income statement at various dates over the subsequent financial period as the inventory for which the

hedge exists, is sold.


The fair value of these contracts is determined by using valuation techniques as they are not traded in an active market. The valuation

techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.

The fair value is determined by mark-to-market valuations using forward exchange. These derivatives have been determined to be

within level 2 of the fair value hierarchy as all significant inputs required to ascertain their fair value are observable.

Forward foreign exchange contracts are used for hedging committed or highly probable forecast purchases of inventory for the

ensuing financial period. The contracts are timed to mature when major shipments of inventory are scheduled to be dispatched and

the liability settled. The cash flows are expected to occur at various dates within one year from balance date.


At balance date these contracts are represented by assets of $548,213 (2023: $40,140) and liabilities of $259,377 (2023: $2,513,078)

and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net gain of $207,962 (2023: net

loss $1,780,515). The cash flow hedge reserve also consists of gains and losses, net of deferred tax, from foreign currencies used as

hedges, as a net gain of $41,557 (2023: net loss of $88,964). The total of these net gains and losses amount to a net gain of $249,519

(2023: net loss of $1,869,479).

When forward foreign exchange contracts are not designated and tested as an effective hedge, the gain or loss on the forward foreign

exchange contract is recognised in the income statement.

At balance date there are no such contracts in place (2023: Nil).

5.2.6 Sensitivity analysis

Based on historical movements and volatilities and review of current economic commentary the following movements are considered

reasonably possible over the next 12 month period:

• A shift of -5% / +10% (2023: -10% / +10%) in the NZD against the USD, from the period-end rate of 0.6106 (2023: 0.6506),

• A shift of -0.25% / +0.25% (2023: -0.25% / +0.75%) in market interest rates from the period-end weighted average deposit rate of

5.73% (2023: 4.54%),

• A shift of -30% / +10% (2023: -10% / +20%) in the NZX share price of KMD Brands Limited (formerly Kathmandu Holdings Ltd)

from the period-end closing share price of $0.73 (2023: $1.06).

If these movements were to occur, the positive / (negative) impact on consolidated profit after tax and consolidated equity for each

category of financial instrument held at balance date is presented below:


For the 52 week period ended 28 January 2024

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

60

5. Financing and Capital Structure
As at 28 January 2024

Interest

rate

Foreign

exchange rate

Equity

price

Carrying-0.25%+0.25%-5%+10%-30%+10%

amountProfitEquityProfitEquityEquityEquityEquityEquity

$000$000$000$000$000$000$000$000$000

Financial Assets:

Cash and cash equivalents

1.

175,441 (313)(313)31331369(119)--

Derivatives – designated as

cashflow hedges (Forward

foreign exchange contracts)

2.


548 ----1,846 (991)--

Investment in equity securities

3.

35,046 ------(10,514) 3,505

Financial Liabilities:

Derivatives – designated as

cashflow hedges (Forward

foreign exchange contracts)

2.

259----313


(1,549) --

Total increase / (decrease)

(313)(313)3133132,228 (2,659) (10,514)3,505

Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing and therefore

not subject to market risk.

As at 29 January 2023

Interest

rate

Foreign

exchange rate

Equity

price

Carrying-0.25%+0.75%-10%+10%-10%+20%

amountProfitEquityProfitEquityEquityEquityEquityEquity

$000$000$000$000$000$000$000$000$000

Financial Assets:

Cash and cash equivalents

1.

149,874 (267)(267)800800135(111)--

Derivatives – designated as

cashflow hedges (Forward

foreign exchange contracts)

2.

40---- 162 (121) --

Investment in equity securities

3.

50,888 ------(5,089) 10,178

Financial Liabilities:

Derivatives – designated as

cashflow hedges (Forward

foreign exchange contracts)

2.

2,513 ----4,619 (3,786) --

Total increase / (decrease)

(267)(267)800 800 4,916 (4,018) (5,089) 10,178

Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing and therefore

not subject to market risk.

1. Cash and cash equivalents include deposits at call which are at floating interest rates.

2. Derivatives designated as cashflow hedges are foreign exchange contracts used to hedge against the NZD:USD foreign exchange risk arising from

foreign denominated future purchases. There is no profit or loss sensitivity as the hedges are 100% effective.

3. Investment in equity securities represents shares held in KMD Brands Limited. There is no profit or loss sensitivity as impacts from changes in KMD

Brands Limited’s share price are accounted for through equity.


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

61

5.3 Equity
5.3.1 Capital risk management

The Group’s capital comprises contributed equity, reserves and retained earnings.

The Group’s objective when managing capital is to achieve a balance between maximising shareholder wealth and ensuring the Group

is able to operate competitively with the flexibility to take advantage of growth opportunities as they arise. In order to meet these

objectives the Group may adjust the amount of dividend payments made to shareholders and/or seek to raise capital through debt

and/or equity. There are no specific banking or other arrangements which require the Group to maintain specified equity levels.

5.3.2 Share capital


Share capital comprises ordinary shares only. 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.

All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have

equal dividend rights and no par value.

Contributed equity – ordinary shares

No. of authorised shares

Share capital

Period ended

28 January 2024

Period ended

29 January 2023

Period ended

28 January 2024

Period ended

29 January 2023

SharesShares$000$000

Opening ordinary shares

222,645,586 222,556,300 62,136 61,992

Issue of ordinary shares arising from the vesting of

performance rights

120,192 89,286 208

1.

144

1.

Balance at end of period

222,765,778 222,645,586 62,344 62,136

1. When performance rights vest, the amount in the equity-based remuneration reserve relating to those performance rights vested is transferred to

share capital. The amount transferred for the 120,192 shares issued during the period ended 28 January 2024 was $207,634 (2023: $143,969 for

the 89,286 shares issued).

5.3.3 Dividends

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

Period ended

28 January 2024

Cents per share

Period ended

29 January 2023

Cents per share

Period ended

28 January 2024

$000

Period ended

29 January 2023

$000

Interim dividend for the period ended

28 January 2024

12.50

-

27,846

-

Final dividend for the period ended

29 January 2023

16.00

-

35,642

-

Interim dividend for the period ended

29 January 2023

-

12.00

-

26,718

Final dividend for the period ended

30 January 2022

-

15.50

-

34,510

28.50 27.50 63,488 61,228

5. Financing and Capital Structure


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

62

All dividends paid were fully imputed (refer also to Note 2.3.3 for imputation credits available for use in subsequent periods).
Supplementary dividends of $424,981 (2023: $413,716) were provided to shareholders not tax resident in New Zealand, for

which the Group received a Foreign Investor Tax Credit entitlement.

On 12 March 2024 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 28 January

2024. The dividend will be paid at a rate of 16.50 cents per share for all shares on issue as at 20 March 2024, with full imputation

credits attached.

5.3.4 Reserves and retained earnings

Cashflow hedge reserve

The hedging reserve is used to record gains and losses on a hedging instrument in a cash flow hedge that are recognised

directly in other comprehensive income, as described in the accounting policy in section 5.2. The amounts are recognised as

profit or loss when the associated hedged transaction affects profit or loss. (Refer also to the consolidated statement of changes

in equity).

Equity-based remuneration reserve


The equity-based remuneration reserve is used to recognise the fair value of performance rights granted but not exercised,

lapsed or forfeited. Amounts are transferred to share capital when vested performance rights are exercised. (Refer also to the

consolidated statement of changes in equity and note 6.2).

Other reserves


Other reserves represents the adjustment made at balance date to reflect the fair value of the investment in KMD Brands

Limited. (Refer also to the consolidated statement of changes in equity and note 4.1).

5. Financing and Capital Structure


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

63

6.1 Related Party Transactions
6.1.1 Parent and ultimate controlling party

Briscoe Group Limited is the immediate parent, ultimate parent and controlling party for all companies in the Group.

During the period 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 Company

have been eliminated. No interest is charged on internal current accounts.

The Group undertook transactions with the following related parties as detailed below:

• The RA Duke Trust, of which RA Duke is a trustee, as owner of the Rebel Sport premises at Panmure, Auckland, received rental

payments of $722,897 (2023: $674,884) from the Group, under an agreement to lease premises to The Sports Authority Limited

(trading as Rebel Sport). During the period the final right of renewal was exercised under the lease agreement. The remaining non-

cancellable term of this lease is 2.2 years (2023: 0.2 years) with a payment commitment of $1,587,083 (2023: $112,481).

• Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2023: $596,803) as owner of

the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises to Briscoes (NZ) Limited. The

remaining non-cancellable term of this lease is 8.6 years (2023: 9.6 years) with a payment commitment of $5,633,930 (2023:

$6,234,564).

• During the period, Kein Geld Westgate Limited, an entity associated with RA Duke formed an unincorporated joint venture known

as Westgate Lifestyle Centre Joint Venture. The joint venture purchased the Westgate Lifestyle Shopping Centre at Westgate,

Auckland, which included the Briscoes Homeware and Rebel Sport premises. As a result, from 1 May 2023 rental payments of

$423,858 (2023: Not applicable) were received under the pre-existing agreement to lease premises to Briscoes (NZ) Limited.

The remaining non-cancellable term of this lease is 1.3 years (2023: Not applicable) with a payment commitment of $706,431

(2023: Not applicable). The joint venture also received rental payments of $225,939 (2023: Not applicable) under the pre-existing

agreement to lease premises to The Sports Authority Limited. The remaining non-cancellable term of this lease is 1.3 years (2023:

Not applicable) with a payment commitment of $376,566 (2023: Not applicable).

• The RA Duke Trust (including RA Duke Limited) received dividends of $48,896,419 (2023: $47,180,755).

• P Duke, spouse of RA Duke, received payments of $65,000 (2023: $65,000) in relation to her employment as an overseas buying

specialist with Briscoe Group Limited, and rental payments of $968,512 (2023: $956,982) as owner of the Briscoes Homeware

premises at Panmure, Auckland under an agreement to lease premises to Briscoes (NZ) Limited. The remaining non-cancellable

term of this lease is 7.3 years (2023: 8.3 years) with a payment commitment of $7,312,263 (2023: $8,280,775).

6.1.2 Key management personnel

Key management includes the Directors of the Company and those employees who the Company has deemed to have disclosure

obligations under subpart 6 of the Financial Markets Conduct Act 2013, namely the Chief Financial Officer, the Chief Operating Officer

and the Chief People Officer.

Key management compensation was as follows:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Salaries and other short-term employee benefits

4,852 3,810

Equity-based remuneration

240 183

Directors’ fees 400

400

Total benefits

5,492 4,393

Key management did not receive any termination benefits during the period (2023: Nil).

Key management did not receive and are not entitled to receive any post-employment or long-term benefits (2023: Nil).

Executives (excluding directors) included in key management received dividends of $304,524 (2023: $282,486) in relation to Briscoe

Group shares held.

6. Other Notes


For the 52 week period ended 28 January 2024

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

64

6.1.3 Directors’ fees and dividends
Directors received directors’ fees and dividends in relation to their personally held shares as detailed below:

Period ended

28 January 2024

Period ended

29 January 2023

Directors’ feesDividendsDirectors’ feesDividends

$000$000$000$000

Executive Director

RA Duke----

Non-Executive Directors

RPO’L Meo154-

154

-

AD Batterton82-82-

RAB Coupe873

87

3

HJM Callaghan77-

77

-

4003

400

3

The following Directors received dividends in relation to their non-beneficially held shares as detailed below:

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Executive Director

RA Duke

48,896 47,181

Non-Executive Directors

RPO’L Meo

29 28

AD Batterton6

6

RAB Coupe--

HJM Callaghan--


For the 52 week period ended 28 January 2024

6. Other Notes

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

65

6.2 Employee Equity-Based Remuneration
6.2.1 Equity settled performance rights

The Senior Executive Incentive Plan grants Group employees performance rights subject to performance hurdles being met. The fair

value of rights granted is recognised as an employee expense in the income statement with a corresponding increase in the employee

share-based payment reserve. The fair value is measured at grant date and amortised over the vesting periods. When performance

rights vest, the amount in the share-based payments reserve relating to those rights are transferred to share capital. There is no

exercise price for these performance rights and there is no right to dividends during the vesting periods.

On 26 March 2019 the Board approved the Briscoe Group Senior Executive Incentive Plan to grant performance rights to key

senior management personnel as a long-term incentive programme. The fifth tranche of performance rights were issued under this

programme during the period.

Performance rights granted are summarised below:

TrancheGrant Date

Balance at

start of period

(number)

Granted during

the period

(number)

Vested during

the period

(number)

Lapsed/forfeited

during the period

(number)

Balance at the

end of period

(number)

330 Jul 2020120,192 -(120,192) --

415 Jun 202174,562 ---74,562

55 Aug 2022125,977 ---125,977

63 Aug 2023 - 206,445 --206,445

320,731 206,445 (120,192) -406,984

In each tranche the performance rights are subject to a combination of an absolute Total Shareholder Return (TSR) growth hurdle and/

or an EPS growth hurdle. EPS growth hurdle is considered a non-market condition. The relative hurdle weighting for unvested tranches

is shown in the table below:

TrancheGrant DateTSR WeightingEPS Weighting

415 Jun 202150%50%

55 Aug 202250%50%

63 Aug 2023

50%50%

The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on Briscoe Group

Limited’s TSR compound annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests the rights

are awarded on a straight-line basis dependent on the TSR CAGR achieved. The percentage of TSR related performance rights vest

according to the following performance criteria for each unvested tranche:

% VestingTranche 4Tranche 5Tranche 6

0%

< 5.0% CAGR < 5.7% CAGR < 10.8% CAGR

50%

= 5.0% CAGR = 5.7% CAGR = 10.8% CAGR

51% - 99% (Straight-line prorata)

> 5.0%, < 5.5% CAGR > 5.7%, < 6.7% CAGR > 10.8%, < 11.8% CAGR

100%

=> 5.5% CAGR => 6.7% CAGR => 11.8% CAGR


For the 52 week period ended 28 January 2024

6. Other Notes

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

66

The TSR performance is calculated across the following periods:
TranchePerformance Period

4Announcement date of FY 2020/21 Result to announcement date of FY 2023/24 Result

5Announcement date of FY 2021/22 Result to announcement date of FY 2024/25 Result

6Announcement date of FY 2022/23 Result to announcement date of FY 2025/26 Result

The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Binomial Options Pricing

Model (BOPM). The fair value of TSR performance rights, along with the assumptions used to simulate the future share prices are

shown below:


Tranche 4Tranche 5Tranche 6

Fair value of TSR performance rights

$97,501 $143,287 $144,305

Current price at grant date

$5.75 $5.56 $4.68

Risk free interest rate

0.60% 3.54% 5.22%

Expected life (years)

2.75 2.752.62

Expected share volatility

1.

24%

1.

24%

2.

22%

3.

1.

Volatility represents the volatility of the Briscoe Group (BGP) NZD share price based on the average 90 day volatility for the past 3 years

(measured on a daily basis).

2.

Volatility represents the volatility of the Briscoe Group (BGP) NZD share price based on the average weekly volatility over the last year (weekly

data).

3.

Volatility represents the volatility of the Briscoe Group (BGP) NZD share price based on the average weekly volatility over the last year (weekly

data).

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the grant date.

The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Briscoe Group Limited’s EPS

compound annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests the rights are awarded on a

straight-line basis dependent on the EPS CAGR achieved. The percentage of EPS related performance rights vest according to the

following performance criteria:

% VestingTranche 4Tranche 5Tranche 6

0%

< 2.5% CAGR < 1.1% CAGR < -1.9% CAGR

50%

= 2.5% CAGR = 1.1% CAGR = -1.9% CAGR

51% - 99% (Straight-line prorata)

> 2.5%, < 4.6% CAGR > 1.1%, < 2.6% CAGR > -1.9%, < 0.4% CAGR

100%

=> 4.6% CAGR => 2.6% CAGR => 0.4% CAGR

The EPS performance is calculated across the following periods:

TranchePerformance Period

4FY 2023/24 EPS relative to FY 2020/21 EPS

5FY 2024/25 EPS relative to FY 2021/22 EPS

6FY 2025/26 EPS relative to FY 2022/23 EPS

The fair value of the EPS performance rights have been assessed as the Briscoe Group Limited’s share price as at grant date less the

present value of the dividends forecast to be paid prior to each vesting date. The fair value of each EPS unvested performance right

has been calculated to be $5.17, $4.89 and $4.00 for tranche 4, tranche 5 and tranche 6, respectively.

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from grant date.


For the 52 week period ended 28 January 2024

6. Other Notes

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

67

Vesting of performance rights also requires the employee to remain in employment with the Company during the performance period.
The Company has expensed in the income statement $390,873 (2023: $275,642) in relation to performance rights.

6.2.2 Equity-based remuneration reserve

Period ended

28 January 2024

Period ended

29 January 2023

$000$000

Balance at beginning of period

575 566

Current period amortisation

391 276

Performance rights vested transferred to share capital

(208)(144)

Performance rights forfeited and amortised in previous years

-(24)

Deferred tax on performance rights

(57)(99)

Balance at end of period

701575

6.3 Contingent Liabilities

A proceeding for unspecified damages by a former supplier against Briscoes (New Zealand) Limited and Briscoe Group Limited was

served on 10 February 2023. It relates to representations allegedly made by the Group concerning their trading relationship, which

the supplier claims contravened the Fair Trading Act 1986 and the Contracts and Commercial Law Act 2017. The Group firmly denies

the allegations and is actively defending the claim. It is not practical to estimate the potential effect or the timing of the claim as the

proceeding is ongoing and the damages sought are currently unquantified.

6.4 Events After Balance Date

On 12 March 2024 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 28 January 2024.

The dividend will be paid at a rate of 16.50 cents per share for all shares on issue as at 20 March 2024, with full imputation credits

attached (Note 5.3.3).

6.5 New Accounting Standards

There were no new standards applied during the period.

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not

mandatory for the 28 January 2024 reporting period and have not been early adopted by the Group. These standards, amendments

or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable

future transactions.


For the 52 week period ended 28 January 2024

6. Other Notes

Briscoe Group Limited Annual Report 2024 | Consolidated Financial Statements

68


Indepen den tauditor ’srepor t

To theshareholdersof BriscoeGroupLimited

Ouropinion

In ouropinion,theaccompanyingconsolidatedfinancialstatementsof BriscoeGroupLimited(the

Company),includingitssubsidiaries(theGroup),presentfairly, in allmaterialrespects,thefinancialposition

of theGroupasat 28January2024,itsfinancialperformanceanditscashflowsforthe52-weekperiodthen

endedin accordancewithNewZealandEquivalentsto Internati

onalFinancialReportingStandards(NZ

IF RS) andInternationalFinancialReportingStandardsAccountingStandards(IFRSAccountingStandards).

Whatwe haveaudited

TheGroup'sconsolidatedfinancialstatementscomprise:

●theconsolidatedbalancesheetasat 28January2024;

●theconsolidatedincome statementforthe52-weekperiodthenended;

●theconsolidatedstatementof comprehensiveincome forthe52-weekperiodthenended;

●theconsolidatedstatement

of changesin equityforthe52-weekperiodthenended;

●theconsolidatedstatementof cashflowsforthe52-weekperiodthenended;and

●thenotesto theconsolidatedfinancialstatements,whichincludematerialaccountingpolicy

informationandotherexplanatoryinformation.


Basisforopinion

We conductedourauditin accordancewithInternationalStandardsonAuditing(NewZealand)(ISAs (NZ))

andInternationalStandardsonAuditing(ISAs).Ourresponsibili

tiesunderthosestandardsarefurther

describedin theAuditor’s responsibilitiesfortheauditoftheconsolidatedfinancialstatementssectionof our

report.

We believethattheauditevidencewehaveobtainedis sufficientandappropriateto providea basisforour

opinion.

In dependence

We areindependentof theGroupin accordancewithProfessionalandEthicalStandard1International

CodeofEthicsforAssurancePractitioners(includingInternationalIndepe

ndenceStandards)(NewZealand)

(P ES 1)issuedbytheNewZealandAuditingandAssuranceStandardsBoardandtheInternationalCodeof

EthicsforProfessionalAccountants(includingInternationalIndependenceStandards)issuedbythe

InternationalEthicsStandardsBoardforAccountants(IESBA Code),andwehavefulfilledourotherethical

responsibilitiesin accordancewiththeserequirements.

Otherthanin ourcapacityasauditorwehavenorelationshipwith,

orinterestsin,theGroup.

Keyauditmatters

Keyauditmattersarethosemattersthat,in ourprofessionaljudgement,wereof mostsignificancein our

auditof theconsolidatedfinancialstatementsof thecurrent52-weekperiod.Thesematterswereaddressed

in thecontextof ourauditof theconsolidatedfinancialstatementsasa whole,andin formingouropinion

thereon,andwedonotprovidea separateopiniononthesematters.


PricewaterhouseCoopers,15CustomsStreetWest,PrivateBag92162,Auckland1142,NewZealand

T: +649 3558000,F:+649 3558001,pwc.co.nz

40


Briscoe Group Limited Annual Report 2024 | Independent Auditor’s Report

69



Descriptionof thekeyauditmatterHowourauditaddressedthekeyauditmatter

In vento ryexistenceand valuation

As at 28January2024,theGroupheld

inventoriesof $104.9million.Giventhe

valueof inventoriesrelativeto thetotal

assetsof theGroup,andthejudgements

appliedin provisioningagainstinventory

shrinkage,slowmoving,andobsolete

inventory, thishasbeenconsideredasa

keyauditmatter.

As describedin note3.1.3to the

consolidatedfinancialstatements,

inventoriesarestatedat thelowerof cost

andnetrealisablevalue.

TheGrouphasinventorysystems in pl

ace

to accuratelyrecordandreportinventory

movementsandthevalueof inventoryon

hand.Cyclicalcountsof inventoriesare

performedat varioustimesthroughoutthe

periodwhichincludesanassessmentof

slowmovingandobsoletestock.The

cyclicalcountsprovidemanagementwith

evidenceoverquantityandqualityof

inventoryonhand.

Managementappliesjudgementin

determininginventoryvaluation,in particular

thelevelof provisionsforinventorywhichis

ex

pectedto sellforlessthancostdueto

obsolescence,adjustmentsforunearned

rebateincome, andinventoryshrinkage

since thelaststockcount.

Our audit pro ceduresin cluded:

•gaininganunderstandingof inventory

processesandassessingthedesignof

certaininventorycontrols,particularly

controlsoverthecyclicalcountingprocess;

•observingmanagement’s cyclicalstocktake

processat selectedlocationsand

undertakingourowntestcounts.Forthose

locationsnotvisited,ona samplebasis,

inspectingtheresultsof stockcountsand

confirmingstockcountvarianceswere

appropriatelyadjusted;

•ona samplebasis, testingtheco

st of

inventoryto supplierinvoicesorcontracts

providingevidenceto supporttheaccuracy

of inventorycosting;

•testingthatperiod-endinventoryis carriedat

lowerof costandnetrealisablevalueby

comparinga sampleof inventoryitems to

theexpectedsellingprice;

•helddiscussionswithmanagement,

includingmerchandisingpersonnel,to

understandandcorroboratethe

assumptionsappliedin estimatinginventory

provisions;

•ona samplebasis, testingune

arnedrebate

income to suppliercontracts;

•assessingtheadequacyof theprovisionfor

slow-movinginventorybycomparing

historicalwrite-offs againstthelevelof

provision,andassessingprovisionratesfor

variousstockcategories;and

•assessingtheshrinkageprovisionby

performinganalyticalproceduresoverthe

shrinkagerateusedto calculatethe

provisionsincethelaststorestockcounts.

Thisincludescomparingtherateusedto the

actualshrinkager

atespreviouslyobserved

andreviewingthelevelof actualinventory

shrinkagerecordedduringthecurrent

period.


PwC

41


70

Briscoe Group Limited Annual Report 2024 | Independent Auditor’s Report

Our audit approach
Overview

Overall group materiality: $5,800,000, which represents approximately

5% of profit before tax.

We chose 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.

We selected transactions and balances to audit based on the overall

group materiality to Briscoe Group Limited at a consolidated level rather

than determining the scope of procedures to perform by auditing only

specific subsidiaries or entities.

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

existence and valuation.

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

the consolidated financial statements. In particular, we considered where management made subjective

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

and considering future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

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

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

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

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

basis of the consolidated financial statements.

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

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

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

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

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

How we tailored our group audit scope

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

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

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

Other information

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

included in the Annual report, but does not include the consolidated financial statements and our auditor's

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

report.

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

express any form of audit opinion or assurance conclusion thereon.

PwC

42

Briscoe Group Limited Annual Report 2024 | Independent Auditor’s Report

71



In connectionwithourauditof theconsolidatedfinancialstatements,ourresponsibilityis to readtheother

informationand,in doingso,considerwhethertheotherinformationis materiallyinconsistentwiththe

consolidatedfinancialstatementsorourknowledgeobtainedin theaudit,orotherwiseappearsto be

materiallymisstated.

Whenwereadtheotherinformationnotyetreceived,if weconcludethatthereis a materialmisstatement

therein,wearerequiredt

o communicatethematterto theDirectorsanduseourprofessionaljudgementto

determinetheappropriateactionto take.

Responsibilitiesof th e Directorsfo r th e consolidatedfinancialstatements

TheDirectorsareresponsible,onbehalfof theCompany, forthepreparationandfairpresentationof the

consolidatedfinancialstatementsin accordancewithNZIF RSandIF RSAccountingStandards,andfor

suchinternalcontrolastheDirectorsdetermineis necessaryto

enablethepreparationof consolidated

financialstatementsthatarefreefrommaterialmisstatement,whetherdueto fraudorerror.

In preparingtheconsolidatedfinancialstatements,theDirectorsareresponsibleforassessingtheGroup’s

abilityto continueasa goingconcern,disclosing,asapplicable,mattersrelatedto goingconcernandusing

thegoingconcernbasisof accountingunlesstheDirectorseitherintendto liquidatetheGrouporto cease

operation

s, orhavenorealisticalternativebutto doso.

Auditor’s responsibilitiesfo r th e audit of th e consolidatedfinancialstatements

Ourobjectivesareto obtainreasonableassuranceaboutwhethertheconsolidatedfinancialstatements,as

a whole,arefreefrommaterialmisstatement,whetherdueto fraudorerror, andto issueanauditor’s report

thatincludesouropinion.Reasonableassuranceis a highlevelof assurance,butis nota guaranteethatan

auditconductedi

n accordancewithIS As (NZ) andIS As willalwaysdetecta materialmisstatementwhenit

exists.Misstatementscanarisefromfraudorerrorandareconsideredmaterialif, individuallyorin the

aggregate,theycouldreasonablybeexpectedto influence theeconomic decisionsof userstakenonthe

basisof theseconsolidatedfinancialstatements.

A furtherdescriptionof ourresponsibilitiesfortheauditof theconsolidatedfinancialstatementsis locatedat

theExter

nalReportingBoard’s websiteat:

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

Thisdescriptionforms partof ourauditor’s report.

Who we report to

Thisreportis madesolelyto theCompany’s shareholders,asa body. Ourauditworkhasbeenundertaken

sothatwemightstatethosematterswhichwearerequiredto stateto themin anauditor’s reportandforno

otherpurpose.To thefullest extentpermittedbylaw, wedonota

cceptorassume responsibilityto anyone

otherthantheCompanyandtheCompany’s shareholders,asa body, forourauditwork,forthisreportor

fortheopinionswehaveformed.


Theengagementpartnerontheauditresultingin thisindependentauditor’s reportis Indumin Senaratne

(IndySena).

Forandonbehalfof:

CharteredAccountants

12March2024

Auckland


PwC

43


72

72Briscoe Group Limited Annual Report 2024 | Independent Auditor’s Report

Corporate Governance
Briscoe Group is committed to maintaining the highest standards of governance by implementing best practice structures and

policies. This Corporate Governance Statement sets out the corporate governance policies, practices, and processes adopted or

followed by Briscoe Group (including the guiding principles, authority, responsibilities, membership and operation of the Board

of Directors) and has been approved by the Board.

The best practice principles (and underlying recommendations) which Briscoe Group has had regard to in determining its

governance approach, are the principles set out in the NZX Corporate Governance Code (‘NZX Code’). The Board’s view is that

Briscoe Group’s corporate governance policies, practices and processes generally follow the recommendations set by the NZX

Code. This Corporate Governance Statement includes disclosure of the extent to which Briscoe Group has followed each of

the recommendations in the NZX Code (or, if applicable, an explanation of why a recommendation was not followed and any

alternative practices followed in lieu of the recommendation).

Briscoe Group Limited is a company incorporated in New Zealand and is also registered in Australia as a foreign company

under the name Briscoe Group Australasia Limited. It is listed on the NZX and also, as a foreign exempt entity, on the Australian

Securities Exchange (ASX). As such Briscoe Group is exempt from complying with most of the ASX’s Listing Rules and must

undertake to comply with the listing rules of its home exchange (NZX).


Further information about Briscoe Group’s corporate governance framework (including the Board and Board committee

charters, codes and selected policies referred to in this section) is available to view at www.briscoegroup.co.nz

Corporate

Governance

Statement

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement73

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 Values and Conduct and Related Policies


Recommendation 1.1: “The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and

employees are expected to adhere (a code of ethics) and comply with the other requirements of Recommendation 1.1 of the

NZX Code”

Briscoe Group requires its Directors, senior management and employees to maintain the highest standards of honesty,

integrity and ethical conduct in day-to-day behaviour and decision making. The Board has adopted a Code of Conduct which

incorporates the requirements set out in Recommendation 1.1, forms part of the induction process for all new employees

and is available through the link here: Code of Conduct, and on Briscoe Group’s website. The Code of Conduct is reviewed

annually and was last reviewed in May 2023. All Directors and employees must provide acknowledgement that they have read

and understood the content. To ensure that our expectations are known and understood, both training and reinforcement are

delivered via our online learning platform as part of initial and ongoing training.

Trading in Company Securities Policy

Recommendation 1.2: “An issuer should have a financial product dealing policy which applies to employees and Directors”

The Trading in Company Securities Policy sets out Briscoe Group’s requirements and expectations for all Directors and

employees in relation to trading Briscoe Group shares. The policy is available through the link here: Trading in Company

Securities Policy, and on Briscoe Group’s website. In general, Directors and employees are allowed to trade in Briscoe Group

shares during two ‘trading windows’. Trading windows commence on the day after the half-year and full-year results are

announced to the market and run for a period of 60 days. Trading outside these windows is generally prohibited. Proposed

transactions by Directors and employees during the trading windows require approval. The policy also provides that no

Directors, employees or independent contractors can trade shares if they are in possession of price sensitive information that is

not publicly available.

Principle 2 – Board Composition and Performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge,

experience and perspectives.


Board Charter

Recommendation 2.1: “The Board of an issuer should operate under a written charter which sets out the roles and responsibilities

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

management.”

The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition and structure

of the Board and senior management, and this is available through the link here: Board Charter, and on Briscoe Group’s website.

The Board is responsible for overseeing the management of the Company and its subsidiaries and for directing performance

by optimising the short-term and long-term best interests of the Company and its Shareholders. This includes approving the

Company’s objectives, reviewing the major strategies for achieving them and monitoring the Company’s performance. The

focus of the Board is the creation of company and shareholder value and ensuring the Company is committed to best practice.

Responsibility for the day-to-day management of Briscoe Group has been delegated to the Managing Director and other senior

management. Management are responsible for implementing the objectives and strategies approved by the Board, within

the ambit of risk set by the Board. Management provides regular updates to the Board to enable the Board to perform its

responsibilities. The Company Secretary provides company secretarial services to the Board and is accountable to the Board

through the Chair.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

74

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

75

Nomination and Appointment of Directors
Recommendations 2.2 and 2.3: “Every issuer should have a procedure for the nomination and appointment of Directors to

the Board. An issuer should enter into written agreements with each newly appointed Director establishing the terms of their

appointment.”

The Board collectively considers the nomination of Directors. In doing this, the Board’s procedure involves careful

consideration of the composition of the Board in relation to the Company’s needs and operating environment to ensure

relevant skills and experience. This also applies to the consideration of additional or replacement Directors, subject to the

constitutional limitation of the number of Directors. In so doing, as noted above, the priority must be on ensuring the skills,

experience and diversity of the Board, and the skills that are necessary or desirable for the Board to fulfil its governance role

and to contribute to the long-term strategic direction of the company. The Board may engage consultants to assist in the

identification, recruitment and appointment of suitable candidates.

When appointing new Directors, the Board ensures that the requirements under the Company’s constitution and NZX

Listing Rules in respect of Directors will continue to be satisfied. There must be at least three and no more than five Directors,

at least two of whom are resident in New Zealand and also at least two Directors must be determined by the Board to be

independent (as defined in the NZX Listing Rules). The Board also takes into consideration recommendation 2.8 - a majority

of the Board should be independent Directors. The current composition of the Board of Directors meets these requirements.

The constitution provides that Directors may be appointed by the Board (to fill vacancies) or by Shareholders. Directors who

are appointed by the Board are subject to re-election at the next annual Shareholder meeting. Directors are required (under

the constitution and NZX Listing Rules) to retire by rotation, but they may be eligible for re-election, with nominations to be

made by Shareholders. All new Directors enter into a written agreement with Briscoe Group setting out the terms of their

appointment.

Directors

Recommendation 2.4: “Every issuer should disclose information about each Director in its Annual Report or on its website,

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

meetings.”

The Board currently comprises five Directors; four independent and one Executive Director. The Board has considered which

of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and has determined that as at 19

February 2024, four Directors are independent Directors, including the Chair (Dame Rosanne Meo) and the Chair of the

Audit and Risk Committee (Tony Batterton). As at the date of this annual Report, the Directors are:

Dame Rosanne MeoChair, IndependentAppointed May 2001

Rod DukeExecutive DirectorAppointed March 1992

Tony BattertonIndependentAppointed June 2016

Andy CoupeIndependentAppointed October 2016

Mark CallaghanIndependentAppointed January 2021

The Directors (other than Dame Rosanne Meo) have carefully considered Dame Rosanne Meo’s long tenure as a Director and

as Chair, and whether it leads to any influence or perceived influence, in a material way, affecting her capacity to bring an

independent view, to act in the best interests of Briscoe Group, or to represent shareholders. They have observed the robust

and critical approach that she brings in challenging management and strategic priorities, while clearly facilitating open and

constructive dialogue both between members of the Board, and also between management and other members of the Board.

As such, they have determined that Dame Rosanne Meo continues to qualify as an independent Director.

A profile of the qualifications and experience for each Director is available through the link here: Director Profiles, and on Briscoe

Group’s website.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

74

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

75

DirectorNumber of shares in which a relevant interest is held
Dame Rosanne Meo100,000 shares

Rod Duke171,566,383 shares

Tony Batterton20,000 shares

Andy Coupe10,000 shares

Director attendance at Board meetings is set out in the disclosures relating to recommendation 3.5 below.


Directors disclosed the following relevant interests in shares as at 28 January 2024:

Diversity

Recommendation 2.5: “An issuer should have a written Diversity Policy which includes requirements for the Board or a relevant

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

diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the

policy or a summary of it.”

We appreciate that our workforce, including potential employees, comes from all walks of life. Every individual is unique, having

different skills and experiences including but not limited to educational opportunity and achievement. People come from many

cultures and backgrounds, along with a wide range of other personal attributes including gender, age, disability (mental, learning

or physical), economic background, language(s) spoken, marital/partnered status, physical appearance, race, religious beliefs

and gender identity or orientation. Briscoe Group has a commitment to attracting, selecting, developing and retaining the most

suitable employees from this diverse range of attributes. The Group’s Diversity and Inclusiveness Policy is available through the

link here: Diversity and Inclusiveness Policy, and on Briscoe Group’s website.


We have previously identified that information gathered through our recruitment processes was limited, particularly in relation

to data collected for purposes of assessing diversity and progress in this area. We recognised that although it is critical to

prevent bias in selection and hiring practices through presentation of candidate information this must be balanced with having

access to this data to ensure we monitor and champion practices and decisions which enhance diversity. In 2022 we worked

with an external project team to identify good practice around gathering and using ethnicity information both for potential

candidates and existing employees. We now have ethnicity information for over 56% of our team based on the information

shared at recruitment stage or volunteered when we have engaged with our team on this particular issue. Expansion of gender

identification options has enabled a number of our team to communicate that they identify as a different gender than they

previously nominated.

We have previously acknowledged the retail sector has had high representation of women in its operations and yet has seen

underrepresentation in senior management roles. For context, we recognise that approximately two thirds of our workforce

identify as female. We continue to see a pleasing increase in the number of women in our high potential talent pool. We have

seen a continued trend for changes in the gender mix of this critical pool of people with an increasing proportion of leaders

within our business being female.

Previously we had identified an inadequate focus on retail specific tertiary education along with a tendency for fewer career

retailers to engage in tertiary education. We continue to provide support for team members studying towards Master of

Business Administration degrees. Briscoe Group recognises that support for tertiary study is vital. We assist our managers with a

combination of contribution to fees as well as paid time out of the workplace for study and exam purposes.

The Board and management recognise that diversity without inclusiveness does not result in the balanced workforce desired

in the business. Briscoe Group has in place policies and procedures to encourage and support equitable treatment for all

employees and includes consideration of internal applicants for jobs with the Group. Aligning with the Institute of Directors’

perspective, we approach diversity with a focus on demonstrated competence (see link here: Institute of Directors-Getting on

board with diversity).

Briscoe Group has partnered with a number of external organisations to develop and deliver educational materials in this area, all

of which are available through our online training platform. Our LEAP programme, developed in conjunction with expert external

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

76

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

77

Director Training
Recommendation 2.6: “Directors should undertake appropriate training to remain current on how to best perform their duties as

Directors of an issuer.”

The Board expects all Directors to undertake continuous education to remain current on how to best perform their

responsibilities and keep abreast of changes and trends in economic, political, social, financial and legal climates and

governance practices. The Board also ensures that new Directors are appropriately introduced to management and the

business, that all Directors are updated on relevant industry and company issues and receive copies of appropriate company

documents to enable them to perform their roles. The expectation that Directors undergo ongoing training (informal or formal)

and education is reinforced in the Board Charter.

Board Evaluation

Recommendation 2.7: “The Board should have a procedure to regularly assess director, Board and committee performance.”

The Chair of the Board leads regular internal performance reviews in addition to undertaking a periodic external evaluation of

the performance of Directors, the Board as a whole, and of the Board committees against the Board and committee charters,

including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. The Chair of the Board

also engages with individual Directors to evaluate and discuss performance and professional development.

Independent Directors

Recommendation 2.8: “A majority of the Board should be independent Directors.”

The Board currently comprises five Directors; four independent and one executive Director. Further details of the Board

composition are above at Recommendation 2.4.

Separation of Board Chair and CEO

Recommendations 2.9 and 2.10: “An issuer should have an independent chair of the board. If the chair is not independent, the

chair and the CEO should be different people.”

partners, is available to all employees and continues to be a foundation to diversity and inclusiveness awareness.

We acknowledge that any narrowness in diversity is not sustainable and believe that an increased emphasis on a collaborative

and inclusive culture and focus on developing talent will secure this realignment. Ensuring that all employees at all levels and in

all workplace environments feel secure and safe, confident and appreciated through understanding the importance of diversity

is most important to us.

A breakdown of the gender composition of Directors and officers as at the Company’s balance date, including comparative

figures, is shown below: :

28 January 202429 January 2023

FemaleMaleFemaleMale

Directors1414

Officers

1.,2.

-3-3

Other Senior Management

3.

13

13

1.

Excludes Managing Director (included in breakdown of Directors).

2. Officers is defined as the members of the senior management team, who report either directly to the Board or to the Group

Managing Director.

3. General Manager positions not reporting directly to the Group Managing Director.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

76

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

77

The Chair of the Board is responsible for leading the Board, facilitating the effective contribution of all Directors, representing
the Board to Shareholders, and promoting constructive and respectful relations between Directors and between the Board

and management. The role of the Chair of the Board is further documented in the Board Charter, which is available on Briscoe

Group’s website.

The current Chair of the Board is an independent Director. Additionally, the Board Charter makes explicit that the Chair of

the Board and the Managing Director roles are separate. (i.e. a Director must not simultaneously hold both positions). This

requirement recognises the importance of the separation between management of the company and the Chair’s governance

role, in enabling the Board to effectively challenge management.

Principle 3 – Board Committees

The Board should use committees where this will enhance its effectiveness in key areas,

while still retaining Board responsibility.

Audit and Risk Committee

Recommendation 3.1: “An issuer’s audit committee should operate under a written charter. Membership on the audit committee

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

should be an independent director and not the Chair of the Board.”

The Audit and Risk Committee advises and assists the Board in discharging its responsibilities with respect to financial reporting,

compliance and risk management practices of Briscoe Group. The Audit and Risk Committee operates under a written Charter,

and this is available through the link here: Audit and Risk Committee Charter, and on Briscoe Group’s website. The Audit and

Risk Committee currently comprises Tony Batterton (Chair), Dame Rosanne Meo, Mark Callaghan and Andy Coupe, all of whom

are, independent, non-executive Directors and whose qualifications and experience are available on the Briscoe Group website.

The Audit and Risk Committee meet at least two times during the year. In addition to these meetings the Management Risk

Committee met four times during the year to review, assess and update the Company’s risk matrix. The changes made to the

risk matrix were shared with the Board at the half year and full year Board meetings.

Recommendation 3.2: “Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.”

The Managing Director, Chief Financial Officer, Chief Operating Officer, Finance Manager, Finance Business Partner and

Internal Audit Manager attend Audit and Risk Committee meetings at the invitation of the Audit and Risk Committee. Briscoe

Group’s external auditor also attends meetings at the committee’s invitation. The Audit and Risk Committee receives reports

from the external auditor without management present, concerning any matters that arise in connection with the performance

of management’s role and otherwise as necessary to protect the independence of the Audit and Risk Committee from undue

influence.

Remuneration Committee

Recommendation 3.3: “An issuer should have a Remuneration Committee which operates under a written charter (unless

this is carried out by the whole Board). At least a majority of the Remuneration Committee should be independent directors.

Management should only attend Remuneration Committee meetings at the invitation of the Remuneration Committee.”

The Board operates a Human Resources Committee which incorporates remuneration. The Human Resources Committee

currently comprises Andy Coupe (Chair), Dame Rosanne Meo, Tony Batterton and Mark Callaghan, all of whom are

independent, non-executive Directors and whose qualifications and experience are available on Briscoe Group’s website. The

Human Resources Committee meet at least three times during the year. It assists the Board in discharging its responsibilities

with respect to the remuneration and performance of the Group Managing Director and other senior executives, remuneration

of Directors and human resources policy and strategy. The Human Resources Committee operates under the Human Resources

Committee Charter, and this is available through the link here: Human Resources Committee Charter, and on Briscoe Group’s

website. Selected management only attend Human Resource Committee meetings at the invitation of the Human Resources

Committee.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

78

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

79

Nomination Committee
Recommendation 3.4: “An issuer should establish a nomination Committee to recommend Director appointments to the

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

Nomination Committee should be independent Directors.”

The Board does not operate a separate Nomination Committee, as Director appointments are considered by the Board as a

whole. The Board’s procedure for the nomination and appointment of Directors is summarised under Principle 2 above (under

the heading “Nomination and Appointment of Directors”).

Overview of Board Committees

Recommendation 3.5: “An issuer should consider whether it is appropriate to have any other Board committees as standing

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

committees, and periodically report member attendance.”

The Board does not operate any other committees apart from the Audit and Risk Committee and the Human Resources

Committee. Briscoe Group has thoroughly assessed whether any other standing Board committees are appropriate and has

determined they are not. This determination is grounded in the confidence that the current Board and its existing committees have

the requisite experience and expertise to effectively undertake all essential Board functions.

Each committee operates under a charter which is available on Briscoe 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.

Attendance at Board and Committee Meetings

for the Year Ended 28 January 2024

BoardAudit and RiskHuman Resources

Number of meetings held14

1.

2

3

AttendedAttendedAttended

Dame Rosanne Meo142

3

Rod Duke

13

2

3

Tony Batterton142

0

2.

Andy Coupe13

13

Mark Callaghan

132

3.

3

1.

Includes two meetings of the Board held immediately after the half and full-year Audit and Risk Committee meetings to approve

Group resolutions associated with releases to the NZX and ASX, financial statements and dividends.

2. Appointed to Human Resources Committee in September 2023.

3. Appointed to Audit & Risk Committee in September 2023.

Takeover Protocols

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

takeover offer for the issuer (amongst other matters).”

Given Briscoe Group’s shareholding structure, with the majority Shareholder being a member of the Board, the Board considers

the likelihood of an unanticipated takeover to be low, and so the Board does not consider it necessary for this recommendation to

be adopted. However, in the event a takeover offer is received, the Board has already agreed that a Takeover Response Committee

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

78

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

79

would be convened, comprised of Independent Directors. That committee would consider the Company’s actions in relation to the
takeover offer, including seeking appropriate legal, financial and strategic advice, complying with takeover regulation (including

the appointment of an independent advisor under the Takeovers Code and the preparation of a Target Company Statement) and

determining what additional information (if any) would be provided by the Company to the bidder.

Principle 4 – Reporting and Disclosure

The Board should demand integrity in financial and non-financial reporting, and in the

timeliness and balance of corporate disclosures.

Continuous Disclosure

Recommendation 4.1: “An issuer’s Board should have a written Continuous Disclosure Policy.”

As a listed company, there is an imperative to ensure the market is informed, and the listed securities are being fairly valued by the

market. In addition to statutory disclosures, the company provides ongoing updates of its operations. This material is made publicly

available through releases to the NZX and ASX, in accordance with the relevant Listing Rules. Briscoe Group has a Continuous

Disclosure Policy, and this is available through the link here: Continuous Disclosure Policy, and on Briscoe Group’s website. The

purpose of this policy is to: ensure Briscoe Group complies with its continuous disclosure obligations; ensure timely, accurate

and complete information is provided to all Shareholders and market participants; and outline the responsibilities in relation to the

identification, reporting, review and disclosure of material information relevant to Briscoe Group.

Charters and Policies

Recommendation 4.2: “An issuer should make its code of ethics, Board and committee charters and the policies recommended

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

Information about Briscoe Group’s corporate governance framework (including Code of Conduct, Board and Board committee

charters, and other selected key governance codes and policies) is available through the link here: Charters and Policies, and on

Briscoe Group’s website.

Financial and Non-Financial Reporting

Recommendations 4.3 and 4.4: “Financial reporting should be balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including considering environmental, economic and social sustainability factors

and practices. It should explain how operational or non-financial targets are measured. Non-financial reporting should be

informative, include forward looking assessments, and align with key strategies and metrics monitored by the Board.”

Financial Reporting

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring that financial reporting is balanced, clear and objective.

It reviews annual and half year financial statements and makes recommendations to the Board concerning the application

of accounting policies and practice, areas of judgement, compliance with accounting standards, stock exchange and legal

requirements, and the results of the external audit.

Management’s accountability for Briscoe Group’s financial reporting is reinforced by the written confirmation from the

Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly maintained and that

the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position

and performance of Briscoe Group. Such representations are given on the basis of a sound system of risk management and

internal control approved by the Audit and Risk Committee, which is operating effectively in all material respects in relation to

financial reporting risk.

Non-Financial Reporting - Sustainability

Briscoe Group regularly assesses its exposure to environmental, economic and social sustainability as part of the overall

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

80

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

81

framework for managing risk (see Principle 6 – Risk Management) and provides non-financial disclosure of this nature to its
shareholders on at least an annual basis.

Being one of New Zealand’s leading retailers we are committed to improving sustainability performance across our the four

pillars of our sustainability strategy: Governance, Community, Our People and the Environment. Progress against these pillars is

reported on pages 16-22 of this report.

Briscoe Group is a Climate Reporting Entity and is publicly reporting for its period ending 28 January 2024, the Group’s climate

related risks and opportunities in accordance with Aotearoa New Zealand Climate Standards released on 15 December 2022

(see pages 23-29 of this report).

Principle 5 – Remuneration

The remuneration of Directors and executives should be transparent, fair and reasonable.

Directors’ Remuneration

Recommendations 5.1 and 5.2: “An issuer should have a remuneration policy for the remuneration of directors. An issuer should

recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be

clearly disclosed in the issuer’s Annual Report. An issuer should have a remuneration policy for remuneration which outlines the

relative weightings of remuneration components and relevant performance criteria.”

The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Directors and

employees including senior executives, to ensure that remuneration practices are fair and appropriate, and that there is a

clear link between remuneration and performance. A copy of the Remuneration Policy, which is reviewed annually by both

management and the Human Resources Committee, is available through the link here: Remuneration Policy and on Briscoe

Group’s website. Briscoe Group is committed to applying fair and equitable remuneration and reward practices in the workplace,

taking into account internal and external relativity, the commercial environment, the ability to achieve Briscoe Group’s business

objectives and alignment with protecting and enhancing Shareholder value. Under Briscoe Group’s remuneration framework,

jobs are sized using a robust and recognised methodology with remuneration evaluated against the relevant market for talent.

We incorporate individual performance against defined key performance objectives as a key consideration in all remuneration-

based decisions, balanced by the organisational context. Remuneration for senior management includes a mix of fixed and

variable components. The mechanics of individual schemes, performance criteria including focus areas, specific targets,

weightings, and quantums relating to performance payments which comprise short, medium and long-term incentives are

regularly appraised to ensure they incorporate changing market conditions as well as the Company’s performance in relation to

strategic initiatives that are deemed by the Board to be most relevant in driving Shareholder value.

Non-Executive Directors are paid fees in accordance with the table provided under 5.1. The levels at which fees are set reflects

the time commitment and responsibilities of the roles of Non-Executive Directors. Non-executive directors do not receive

performance-based remuneration to mitigate bias in decision making. The Board uses various sources to inform its decision

making on fees and consults with expert independent advisors where appropriate.

Shareholder approval is sought for any increase in the pool available to pay Directors’ fees. Approval was last sought in 2021,

when the pool limit was set at $400,000 per annum. An additional increase of $44,000 to the pool will be sought during 2024.

The Board has determined the following allocation from the current pool:

PositionFees (per annum)

Board of Directors

Chair$140,000

Member$70,000

Audit and Risk Committee

Chair$12,000

Member$7,000

Human Resources Committee

Chair$10,000

Member$7,000

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

80

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

81

Executive and Employee Remuneration Policy
In 2019, the Board introduced the Briscoe Group Senior Executive Incentive Plan to grant performance rights to key senior

management personnel as a long-term incentive (LTI) programme. Vesting is dependent upon achievement of Earnings per Share

(EPS) and Absolute Total Shareholder Return (aTSR) growth targets at the end of a three-year term. Five tranches of performance

rights have been issued under this programme. The rules of the scheme provide the ability for Directors to exercise discretion in

relation to a number of aspects of the scheme, including varying the terms or outcomes of schemes. The Directors recognise the

importance of transparency, maintaining the integrity of schemes, and ensuring that Shareholder value is protected or enhanced

through the operation of these schemes. To do so, the Directors have chosen to let results “lie where they fell” for each tranche

issued to date and recognise that scheme participants understand and respect their decisions to do so.

A medium-term incentive (MTI) scheme was also introduced for other selected senior management. This plan vests in cash rather

than equity over a two-year period, using the same measures of EPS and aTSR as the LTI.

Periodically the Human Resources Committee, on behalf of the Board, seeks independent external advice to ensure that

remuneration for senior executives is appropriate and fulfils the objectives of attraction, retention and motivation. This exercise was

last conducted in 2022 for the roles included as part of the senior management team. The Board is satisfied that the outcomes of

that review remain appropriate in the current market and do not envisage repeating that exercise again in 2024 but will reassess

any need to do so in the 2025 calendar year.

In this manner, the various components of remuneration maintain alignment with the interests of Shareholders, the Company and

the individual.

The number of employees and former employees within Briscoe Group (including the Managing Director but excluding any

other Director) receiving remuneration and benefits above $100,000, relating to the 52-week period ending 28 January 2024 is

set out in the following table:

Remuneration of Directors in the reporting period is tabulated below:

Board

Fee

Audit and Risk

Committee

Human

Resources

Committee

Total

Fees

Other

Payments/

Benefits

Total

Remuneration

Dame Rosanne Meo$140,000$7,000$7,000$154,000-$154,000

Rod Duke

1.

----

$2,353,263 $2,353,263

Tony Batterton

2.

$70,000$12,000-$82,000-$82,000

Andy Coupe$70,000$7,000$10,000$87,000-$87,000

Mark Callaghan

3.

$70,000-$7,000$77,000$77,000

Total$350,000$26,000$24,000$400,000

$2,353,263 $2,753,263

1.

No Directors’ fees are paid to Executive Directors. For more information in relation to Executive Director remuneration refer to

“Managing Director Remuneration” below.

2. Appointed to the Human Resources Committee in September 2023 but did not receive fees for year ended January 2024 as pool

for director fees already fully allocated.

3. Appointed to the Audit & Risk Committee in September 2023 but did not receive fees for year ended January 2024 as pool for

director fees already fully allocated.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

82

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

83

Senior Management
Briscoe Group’s senior management are appointed by the Managing Director and their key performance indicators (‘KPIs’) are

comprised of specific Briscoe Group financial objectives along with business related individual objectives. Establishing and

monitoring these KPIs is done annually by the Managing Director recommending the KPIs to the Human Resources Committee,

which in turn, makes recommendations to the Board for approval. The performance of the senior management against these

KPIs is evaluated annually and serves as a key determinant of any short-term incentive scheme values and payments. The

quantums available to be earned by each participant were reviewed as part of the independent external review conducted in

2022 and revised in line with any changes to fixed remuneration in 2023. The Managing Director made recommendations to the

Human Resources Committee, and these were confirmed by the full Board.

Short Term Incentive Payments

Short term incentive (STI) payments are at risk cash payments designed to motivate and reward for short term (within each

financial year) performance. The target value of a STI payment is set by the Managing Director with a specified dollar potential

available to each participant in the scheme. The target areas for all employees who are entitled to a STI payment are set

based on a combination of company financial performance, specific financial performance relative to the employee’s areas

of responsibility and individual goals. The weightings applied to each of the target areas will be largely consistent throughout

the company for roles entitled to a STI payment but may vary, along with specific targets to be achieved, depending on

specific areas of focus as determined by the Managing Director. The Board approves the STI payments to be made to senior

management at the end of the financial year and approves the senior management targets for the following year.

Medium Term Incentive Payments

Medium term incentive (MTI) payments are at risk cash payments designed to motivate and reward for medium term (crossing

two financial years) performance. A two-year term provides for evaluation of performance over a longer term than used for

purposes of STI and ensures a degree of impact or sustainability thereby avoiding or reducing the risk of “short-termism”. MTI

participants are members of the broader senior management team who significantly influence achievement of the Company’s

performance. The target value of an MTI payment is recommended by the Managing Director for approval by the Board, with a

specified dollar amount potentially available to each participant in the scheme. Performance is assessed at Company rather than

individual level with measures aligned to those of the Long-Term Incentive Scheme (LTI), albeit over a slightly lesser timeframe.

The Board will review performance and approve any MTI payments to be made to participants subsequent to announcement of

results for the financial year just passed and approve objectives for the following year. Participants in the MTI do not participate

in the LTI.

RemunerationNumber of Employees

$100,000 - $109,999

23

$110,000 - $119,999

8

$120,000 - $129,999

6

$130,000 - $139,999

6

$140,000 - $149,999

10

$150,000 - $159,9994

$160,000 - $169,9997

$170,000 - $179,9995

$180,000 - $189,999

4

$190,000 - $199,999

5

$200,000 - $209,999

5

$210,000 - $219,999

3

$220,000 - $229,9995

$230,000 - $239,9993

RemunerationNumber of Employees

$240,000 - $249,9994

$250,000 - $259,999

1

$270,000 - $279,999

1

$280,000 - $289,999

1

$290,000 - $299,9991

$310,000 - $319,999

1

$330,000 - $339,9992

$440,000 - $449,999

1

$530,000 - $539,9991

$580,000 - $589,999

1

$670,000 - $679,9992

$980,000 - $989,9991

$1,080,000 - $1,089,9991

$2,350,000 - $2,359,999

1

The table above includes individuals who were employees during the 52-week period ending 28 January 2024 and who received

remuneration and benefits above $100,000 during that period.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

82

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

83

The remuneration of the Managing Director comprises fixed and performance payments. Fixed remuneration includes a base
salary and other benefits comprising; contributions to superannuation, life insurance, health insurance and a fuel card. The

Managing Director received a short-term incentive (STI) of $1,044,949 for the year ended 28 January 2024. The target value of

a STI payment is recommended by the Human Resources Committee, approved by the Board and linked strongly to company

financial performance and performance against strategic initiatives. The Managing Director does not participate in the MTI

Scheme and given his shareholding in the Company, nor does he participate in any equity-based Long Term Incentive Scheme.

In accordance with the externally conducted review of the remuneration packages of the roles in the senior management team,

the structure and quantums of the remuneration package of the Group Managing Director was considered appropriate.

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

Risk Management

Recommendation 6.1: “An issuer should have a risk management framework for its business and the issuer’s Board should

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

managed.”

The Board is responsible for Briscoe Group’s risk assessment, management and internal control and it believes it has carried out

a robust risk assessment process. Principally through the Audit and Risk Committee, the Board monitors policies and processes

that identify significant business risks and implements procedures to monitor these risks.

The Board has set the risk appetite for the Group, taking into consideration the expectations of Shareholders and other

stakeholders. The Board recognises that prudent risk-taking is essential for innovation and competitive advantage, while also

acknowledging the importance of risk management to safeguard the Group’s reputation and financial stability. The clear

Long Term Incentive Payments

On 26 March 2019 the Board approved a Senior Executive Incentive Plan under which selected senior employees could be

granted Performance Rights which upon vesting would reward the employees with ordinary shares in the Company. Vesting of

the Performance Rights occurs after three years and is subject to the achievement of certain performance hurdles, relating to

the Company’s achievement against Total Shareholder Return and Earnings Per Share growth targets. The external independent

review of remuneration conducted in 2022 confirmed the appropriateness of the measures and that the use of Performance

Rights is aligned with the market. Participants in the LTI do not participate in the MTI.

Six tranches of Performance Rights have been issued under this Plan.

Managing Director Remuneration

Recommendation 5.3: “An issuer should disclose the remuneration arrangements in place for the CEO in its Annual Report. This

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

to determine performance-based payments.”

The remuneration of the Managing Director for the year ended 28 January 2024 was:

Period Ended

28 January 2024

Base Salary

$1,177,846

Other Benefits

$130,468

STI

$1,044,949

Subtotal

$2,353,263

LTI (refer below)-

Total Remuneration

$2,353,263

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

84

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

85

articulation of our risk appetite provides for an effective mechanism to inform investment decisions, facilitate the discussion of
risk, set parameters within which objectives must be delivered, and supports the awareness of risk by our staff and partners.

The Board has a moderate to high-risk appetite in pursuit of the Group’s strategic initiatives and innovation and growth. The

Board accepts a moderate level of operational risk to optimise efficiencies, streamline processes, and adapt to changing market

dynamics while ensuring continuity of business operations. The Board has a low appetite for financial risk, ensuring prudent

capital management, liquidity, and profitability, while acknowledging the need for strategic investment to drive growth. The

Board has a very low appetite for risks to the Group’s brand and reputation, which includes the health and safety of staff,

customers and suppliers; non-compliance with legal and regulatory standards; and cyber, data and technology security.

The Board continues to evaluate and adapt the Group’s risk appetite to respond to evolving market conditions, regulatory

requirements and Shareholder and stakeholder expectations.

A management risk committee comprising the Managing Director, Chief Financial Officer, Chief Operating Officer and Internal

Audit Manager meets every quarter to identify and assess the major risks affecting the business by maintaining a risk matrix

which is used to develop strategies to monitor and mitigate these risks. Risks are assessed against the impact of the risk and the

likelihood of it eventuating. The risk matrix is provided to the Board six monthly. The management risk committee reports to the

Audit and Risk Committee. Significant risks are discussed at Board meetings, or as required. Briscoe Group maintains insurance

policies that it considers adequate to meet insurable risks.

Health and Safety

Recommendation 6.2: “An issuer should disclose how it manages its health and safety risks and should report on their health

and safety risks, performance and management.”

The Human Resources Committee, the Chief People Officer and specialist team members in the Human Resource function

assist the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations and

policies.

The Human Resources Committee, along with management, is responsible for ensuring that Health and Safety has appropriate

focus and is sufficiently resourced to achieve its objectives within Briscoe Group. This includes safeguarding the health and

safety of Briscoe Group’s workers, other workers under its influence and ensuring the health and safety of its customers, visitors

and the general public to the extent reasonably practicable.

Company performance across a range of measures of Health and Safety are a consistent and priority agenda item at all Board

meetings. The Board and senior management are apprised of all notifiable incidents and injuries and the actions taken to ensure

the health and wellbeing of injured persons. Actions taken to prevent incident recurrence are also advised.

Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and systems,

capability of staff and the general culture of the business in relation to safety.

Briscoe Group operates a Health and Safety Risk Matrix to identify specific hazards and risks, assess their severity of impact

and likelihood of occurrence, document mitigation strategies and determine the level of residual risk. The matrix incorporates

psychosocial wellbeing in addition to physical safety. This matrix is reviewed at least annually by the Human Resources

Committee and annual Health and Safety objectives and KPIs are set for the business based on the significant risks identified.

The Company operates a continuous system of hazard identification and management along with monthly reviews of

performance to ensure that opportunities for improvement are identified and progressed. As our highest Health and Safety

risk, reviews of Traffic Management Plans. Continuous vigilance in this area is vital to the safety and wellbeing of our team and

other visitors to our sites. Another key risk is injury due to manual handling, an area in which we are working with expert external

resources to identify and develop ways to reduce or eliminate these types of injuries.

We have continued the extensive work already completed in the area of team member and customer safety due to anti-social

and violent behaviour by visitors to our sites. The work conducted by the Briscoe Group team was complemented by work with

and by external stakeholders including the New Zealand Police, other retailers and Retail New Zealand. We have recognised

that this remains a priority to protect both the physical and mental wellbeing of our team. The work in this area includes but

is not limited to the training provided to our team with consideration for different role types, equipment provided to our Loss

Prevention Specialists and management teams, systems and processes used to identify and monitor undesirable behaviour and

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

84

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

85

systems and tools used to protect both product and property. We are determined that our team know and believe that nothing,
including loss of product, is more important than the safety of them, their fellow team members and other visitors to our sites.

We use a range of indicators including usage of our Employee Assistance Programme to ensure our actions are targeting known

needs as well as identifying new issues or concerns. Our Employee Engagement platform provides additional information from

our team on health and safety as well as other matters relating to general wellbeing.


Both senior management and the Board receive regular updates on our health and safety performance. Complementing

our regular reviews, our annual deep dive with the Board continues to ensure we challenge ourselves to improve on prior

performance through reductions in health and safety incidents, injury frequency and severity. We continue to be encouraged by

our improved performance on measures such as Lost Time Injury Frequency Rates, performance data shared by ACC and our

own internal recording and reporting systems.

Principle 7 – Auditors

The Board should ensure the quality and independence of the external audit process.

External Audit

Recommendations 7.1 and 7.2: “The Board should establish a framework for the issuer’s relationship with its external auditors.

This should include procedures prescribed in the NZX Code. The external auditor should attend the issuer’s annual shareholders

meeting to answer questions from shareholders in relation to the audit.”

The Audit and Risk Committee is responsible for the oversight of Briscoe Group’s external audit arrangements. These arrange-

ments include procedures for the matters described in Recommendation 7.1 of the NZX Code.

The Audit and Risk Committee is committed to ensuring Briscoe Group’s external auditor is able to carry out its work inde-

pendently so that financial reporting is reliable and credible. Briscoe Group has an External Auditor Independence policy, which

is available through the link here: External Auditor Independence Policy, and on Briscoe Group’s website. The External Auditor

Independence policy implements the procedures set out in the NZX Code. Regular rotation of the Company’s external audit

firm is not mandated however, the Engagement and Quality Review partners of the Company’s external auditors are required to

rotate every five years and are subject to a two-year cooling-off period.

The policy sets out the work that the external auditor is required to do and specifies the services that the external auditor is not

permitted to do unless authorised by both the Chair and Chair of the Audit and Risk Committee and so advised to the Board.

This is so the ability of the auditor to carry out its work is not impaired and could not reasonably be perceived to be impaired.


During 2021 a benchmarking exercise was undertaken by the Board which involved discussions with other external audit com-

panies capable of fulfilling the Group’s external audit requirements. As a result of this exercise the Board was satisfied that the

current external auditor remained the most appropriate choice for the Group’s external audit engagement.

The external auditor attends the Annual Shareholders’ Meeting, and the lead audit partner is available to answer relevant ques-

tions from Shareholders at that meeting.

Briscoe Group’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity as audi-

tor for the period ended 28 January 2024 were $155,500 (2023: 142,750). Total fees paid to PricewaterhouseCoopers for other

professional services for the period ended 28 January 2024 were $47,500 (2023: $47,500). The other service fees comprise a

half yearly review.

Internal Audit

Recommendation 7.3: “Internal audit functions should be disclosed.”

Briscoe Group has an internal audit team that performs assurance and compliance reviews across company operations as part

of a risk-based programme of work approved by the Audit and Risk Committee. In scope are all aspects of the Group’s store

and non-store operations. In addition to the assurance and compliance work, the internal audit team provides advice to improve

both established systems and processes, and during the design and implementation phase of new systems and processes. The

Internal Audit Manager reports functionally to the Audit and Risk Committee and administratively to the Chief Financial Officer.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

86

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

87

The Internal Audit Manager provides regular reporting to management as well as directly to the Board and Audit and Risk
Committee.

Principle 8 – Shareholder Rights and Relations

The Board should respect the rights of shareholders and foster constructive relationships

with shareholders that encourage them to engage with the issuer.

Information for Shareholders

Recommendation 8.1: “An issuer should have a website where investors and interested stakeholders can access financial and

operational information and key corporate governance information about the issuer.”

Briscoe Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that all

Shareholders are provided with all information necessary to assess Briscoe Group’s direction and performance.

This is done through a range of communication methods including periodic and continuous disclosures to NZX and ASX, half

year and annual reports and the Annual Shareholders’ Meeting. Briscoe Group’s website provides a range of information about

the Group including financial and operational information, information about its Directors and senior management and copies of

its governance documents, for investors and interested stakeholders to access at any time.

Communicating with Shareholders

Recommendation 8.2: “An issuer should allow investors the ability to easily communicate with the issuer, including by

designing its shareholder meeting arrangements to encourage shareholder participation and by providing the option to receive

communications from the issuer electronically.”

Shareholders have the option of receiving their communications electronically, including by email or through Briscoe Group’s

investor centre. Briscoe Group’s website includes a section for Shareholder communications and the Board has always been

committed to having an open dialogue with Shareholders and welcomes investor enquiries.

Briscoe Group generally holds ‘hybrid’ Shareholder meetings that allow Shareholders to attend either a physical event in person

or participate virtually by attending and voting online. Shareholders can ask questions at Shareholder meetings regardless of

whether they attend the meeting online or in person. Where possible, the Managing Director attends all Shareholder meetings

and actively participates in the answering of any questions received from Shareholders.

Shareholder Voting Rights

Recommendation 8.3: “Shareholders should have the right to vote on major decisions which may change the nature of the

company in which they are invested.”


In accordance with the Companies Act 1993, the Company’s Constitution, and the NZX and ASX Listing Rules, Briscoe Group

refers any significant matters to Shareholders for approval at a Shareholder meeting.

Further Capital

Recommendation 8.4: “If seeking additional equity capital, an issuer should offer further equity securities to existing

shareholders of the same class on a pro rata basis, and on no less favourable terms, before further equity securities are offered to

other investors.”

If the Company seeks additional equity capital, the Board will ensure it considers the interests of existing shareholders and,

where that is reasonable and in the best interests of the Company, permit shareholders to participate on a pro-rata basis.

Notice of Annual Shareholders meeting

Recommendation 8.5: “The Board should ensure that the annual shareholders notice of meeting is posted on the issuer’s

website as soon as possible and at least 20 working days prior to the meeting.”

Briscoe Group posts any notices of Shareholder meetings on its website as soon as these are available. The general practice is to

make these available not less than four weeks prior to the Shareholder meeting unless extraordinary circumstances apply which

means this is not possible.

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

86

Briscoe Group Limited Annual Report 2024 | Corporate Governance Statement

87

General
Disclosures

Board of Directors

Dame Rosanne Meo, DNZM, OBE, BA, Dip BIA: Chairman (Non-Executive)

Director of AMP Administration (NZ) Ltd and Rosanne Meo Consulting. Chartered Fellow of Institute of Directors.

Rod Duke: Group Managing Director and Deputy Chairman

Group Managing Director since 1991. Director of Kein Geld (NZ) Limited, RA Duke Limited, Briscoe Share Plan Trustee Limited,

Kein Geld Westgate Limited and RD Golf Investments Limited.

Tony Batterton, BCom, C.A: Director (Non-Executive)

Partner and Executive Director of Evergreen Partners Ltd and related enties. Non-Executive Director of Scales Corporation

Limited, Direct Capital IV Management Ltd and related entities, NZ Fine Tours Holdings Limited and Siplow Nominees Ltd.

Andy Coupe, LLB: Director (Non-Executive)

Chairman of Kingfish Ltd, Barramundi Ltd and Marlin Global Ltd. Chartered Fellow of Institute of Directors.

Mark Callaghan, BCA (Hons): Director (Non-Executive)

Director of Hepstone Ltd and Callaghan & Associates Ltd. Member of Institute of Directors.


Subsidiary Companies

No employee of the Group appointed as a Director of Briscoe Group Limited or its subsidiaries receives or retains any

remuneration or other benefits in their capacity as a Director.

The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the year

ended 28 January 2024, are included in the relevant bandings for remuneration disclosed as part of the “Remuneration” section

of the Corporate Governance Statement included in this Annual Report (page 73).

The persons who held office as Directors of subsidiary companies at 28 January 2024 are as follows:

Briscoes (New Zealand) Limited

Rod Duke, Geoff Scowcroft

The Sports Authority Limited

Rod Duke, Geoff Scowcroft

Rebel Sport Limited

Rod Duke

Living & Giving Limited

Rod Duke


Briscoe Group Limited Annual Report 2024 | General Disclosures

88

Principal Activities of the Group
Briscoe Group Limited is a non-trading holding company but provides management services to its subsidiaries.

The principal trading subsidiaries are Briscoes (New Zealand) Limited, a specialist homeware retailer selling leading branded products,

and The Sports Authority Limited, (trading as Rebel Sport), New Zealand’s largest retailer of most leading brands of sporting goods.

The subsidiaries are 100% owned by Briscoe Group Limited.

During the period there were no changes to the nature of Briscoe Group Limited’s business or that of its subsidiaries. There were also

no changes to company structure.

Directors

A. Shareholdings

Beneficially Held

As at 15 March 2024

Number of shares

RAB Coupe10,000

Non-Beneficially Held


As at 15 March 2024

Number of shares

RA Duke as Trustee of the RA Duke Trust171,566,383

RPO’L Meo100,000

AD Batterton20,000

For further details refer to Substantial Product Holders information (page 91).

B. Share dealings

During the 52-week period ended 28 January 2024 no director acquired shares in the Company. There were no other changes to

Directors’ interests in Briscoe Group Limited during the period.

C. Directors’ Insurance

As provided by the Group’s Constitution and in accordance with Section 162 of the Companies Act 1993 the Group has arranged

Directors’ and Officers’ Liability Insurance which ensures Directors will incur no monetary loss as a result of actions undertaken by them

as Directors provided they act within the law.


D. Interests in contracts

During the 52-week period ended 28 January 2024 the following Directors have declared pursuant to Section 140 (1) of the

Companies Act 1993 that they be regarded as having an interest in the following transactions:

• The RA Duke Trust, of which RA Duke is a trustee, as owner of the Rebel Sport premises at Panmure, Auckland, received rental

payments of $722,897 (2023: $674,884) from the Group, under an agreement to lease premises to The Sports Authority Limited

(trading as Rebel Sport. Refer to Note 6.1.1 of the financial statements).

• Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2023: $596,803), as owner of

the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises to Briscoes (NZ) Limited. (Refer

to Note 6.1.1 of the financial statements).

• During the period, Kein Geld Westgate Limited, an entity associated with RA Duke formed an unincorporated joint venture known

as Westgate Lifestyle Centre Joint Venture. The joint venture purchased the Westgate Lifestyle Shopping Centre at Westgate,

Auckland, which included the Briscoes Homeware and Rebel Sport premises. As a result, from 1 May 2023 rental payments of

$423,858 (2023: Not applicable) were received under the pre-existing agreement to lease premises to Briscoes (NZ) Limited.

The remaining non-cancellable term of this lease is 1.3 years (2023: Not applicable) with a payment commitment of $706,431

(2023: Not applicable). The joint venture also received rental payments of $225,939 (2023: Not applicable) under the pre-existing

agreement to lease premises to The Sports Authority Limited. The remaining non-cancellable term of this lease is 1.3 years (2023:

Not applicable) with a payment commitment of $376,566 (2023: Not applicable).

Briscoe Group Limited Annual Report 2024 | General Disclosures

89

E. 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.

Shareholders Information

Holding Range at 15 March 2024

No. InvestorsTotal Holdings%

1 – 1000

1,182721,1000.32

1,001 – 5,000

1,7544,969,1892.23

5,001 – 10,000

6054,703,7042.11

10,001 – 100,000

48511,718,6305.26

100,001 and over

33200,677,38990.08

Total

4,059 222,790,012100%

Substantial Product Holders

The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at 28 January 2024, details

of the Substantial Product Holders in the company and their relevant interests in the company’s shares are as follows:

Substantial

Product Holder

Holding as at

28 January 2024

1

R A Duke

2.

171,566,383

The total number of ordinary shares on issue (being all of the voting shares of the company) as at 28 January 2024 was

222,765,778.

1. This information reflects the company’s records and disclosures made under section 280(1)

(b) of the Financial Markets Conduct Act 2013.

2. R A Duke has a relevant interest as a trustee of the R A Duke Trust which was disclosed in

the SSH notice dated 13 October 2016, in respect of 170,081,138 ordinary shares. As at 28

January 2024 this interest was in respect of 171,566,383 ordinary shares.

Briscoe Group Limited Annual Report 2024 | General Disclosures

90

To p 2 0
Shareholders

As at 15 March 2024

RankHolder’s Name*Total%

1JB Were (NZ) Nominees Limited **

173,620,93177.93

2=Gerald Harvey

5,250,0002.36

2=Harvey Norman Properties (NZ) Ltd

5,250,0002.36

4

Accident Compensation Corporation3,139,1181.41

5

Custodial Services Limited2,068,9950.93

6=

Alaister John Wall, Beverley Ann Wall and Benedict Dougles Tauber as

Trustees of Tunusa Trust established for the benefit of the family of AJ

and BA Wall

1,000,0000.45

6=

Stuart Hamilton Johnstone and Lorraine Rose Johnstone

1,000,0000.45

8

HSBC Nominees (New Zealand) Limited

923,3280.41

9

New Zealand Depository Nominee

832,7590.37

10FNZ Custodians Limited811,4950.36

11

Manhattan Trustee Limited683,000 0.31

12

Forsyth Barr Custodians Limited545,708 0.24

13

Peter William Burilin540,8390.24

14

Shu Wen Chiang534,8610.24

15

Carla Ingrid Brockman 336,3000.15

16

Gemscott Limited 335,0000.15

17

Geoffrey Peter Scowcroft307,8090.14

18

Investment Custodial Services Limited307,0630.14

19Shih Ting Huang

306,7190.14

20

Hobson Wealth Custodian Limited265,6010.12

* A number of the registered holders listed below hold shares as nominees for, or on behalf of, other parties.

** Includes 171,566,383 shares in relation to holdings associated with R A Duke.

Briscoe Group Limited Annual Report 2024

91

Briscoe Group Limited Annual Report 2024 | Top 20 Shareholders

Directors
Dame Rosanne PO’L Meo (Chairman)

Rodney A. Duke

Anthony (Tony) D. Batterton

Richard A. (Andy) Coupe

Hugh J. M. (Mark) Callaghan

Registered Office

1 Taylors Road

Morningside

Auckland 1025

Telephone +64 9 815 3737

Postal Address

PO Box 884

Auckland Mail Centre

Auckland


Websites

www.briscoegroup.co.nz

www.briscoes.co.nz

www.rebelsport.co.nz

Solicitors

Simpson Grierson

Bankers

Bank of New Zealand

Auditors

PwC

Share Registrar

Link Market Services Limited

Level 30

PwC Tower

15 Customs Street West

Auckland 1010

Telephone +64 9 375 5998

Directory

Briscoe Group Limited Annual Report 2024 | Directory92

briscoegroup.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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.