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2 Cheap Cars Group - Annual Report 2024

Annual Report26 June 20242CCFinancials

ANNUAL REPORT
FOR THE YEAR

ENDED 31 MARCH

2
Annual Report for the year ended 31 March 2024.

CONTENTS

WHO WE ARE

FY24 IN REVIEW

KEY METRICS

BOARD AND MANAGEMENT

FOCUSED STRATEGY

FINANCIAL SUMMARY

FINANCIAL STATEMENTS

STATEMENT OF CORPORATE GOVERNANCE

STATUTORY DISCLOSURES

CORPORATE DIRECTORY

4

6

10

12

14

16

24

58

68

74

32

On behalf of the Board and management of 2 Cheap Cars

Group Limited, we are pleased to present the Annual Report

for the financial year ended 31 March 2024.

Approved for and on behalf of the Board of Directors

Director Director

27th of June 2024.

5
WHO

WE ARE

2 Cheap Cars is a leading retailer of quality, affordable used vehicles

and offers competitive third-party finance and insurance options.

With 12 dealerships nationwide and enjoying 4.5% market share

1

,

2 Cheap Cars is one of New Zealand’s largest used vehicle retailers,

selling 8,169 cars in FY24.

2 Cheap Cars benefits f rom having a vertically integrated supply chain,

with its Japanese-based team sourcing, inspecting, and selecting

quality vehicles most suitable to the New Zealand market.

Vehicles are transported f rom Japan to our central Hub for comprehensive

servicing and thorough mechanical inspections before being groomed,

photographed, and dispatched to our dealership network.

1 Source: Autofile – based on 2 Cheap Cars’ vehicle sales as a proportion

of dealer-to-public used cars sold between 1 April 2023 and 31 March 2024.

122427%

DEALERSHIPSDAYS TO

SELL A CAR

FINANCE PENETRATION

AUCKLAND

X7

HAMILTON

TAURANGA

PALMERSTON

NORTH

WELLINGTON

CHRISTCHURCH

99

FTE EMPLOYEESCARS SOLD

Annual Report for the year ended 31 March 2024.

Compliance testing is undertaken by trusted subsidiary, New Zealand

Car Safety, as well as reputable third-party providers in Auckland

and Christchurch.

By expanding our in-house capabilities and streamlining our

supply chain, 2 Cheap Cars continues to significantly

reduce costs and expedite the dispatch process.

Our mission is to deliver on our promise ...

2 Cheap Cars, driving better deals, every day.

8,169

4

7
Annual Report for the year ended 31 March 2024.

Posting a record-breaking result for FY24 and

recommencing dividends are the clearest

indications that 2 Cheap Cars has achieved a

successful transformation.

From the green shoots evident in the fourth quarter of

FY23, the business has gone f rom strength-to-strength.

By implementing a simple, effective strategy, 2 Cheap Cars

has delivered a record $6.2m net profit after tax (NPAT) and,

most importantly, restored significant shareholder value.

This has been achieved by stripping out unnecessary costs,

leveraging the business’ supply chain dominance and scale,

and ensuring a razor-sharp focus on all factors that increase

gross margin.

This approach has taken the Company back to its successful,

profitable pre-listing roots as a no-f rills business that sources,

processes and sells quality, affordable, imported vehicles

supported by third party insurance and finance products.

Leveraging its compelling brand positioning, 2 Cheap Cars

has – and will continue – to fulfil a vital need: New Zealanders

need cars and in these particularly tough economic times,

those cars must be affordable.

As the results demonstrate, the business is now on a solid

footing with a proven strategy to continue to create value

into the future.

The Company’s full year revenue and income increased 5% to

$86.8m. This was driven by higher prices and improved finance

and insurance (F&I) penetration rates which offset slightly

lower volumes for the full year.

REAR VIEW

MIRROR

FY24 IN REVIEW

6

2CC’s gross margin expansion strategy has

proven extremely effective, strengthening 6%

to 24% for the full year. This was achieved through

optimised pricing, effective promotional activity,

improved finance and insurance penetration

and the continued insourcing of compliance

activities. The full year contribution margin

increased by 40% to $20.7m.

Operating costs rose marginally by 1% to

$8.9m, significantly below the rate of inflation.

Management continues to be strongly focused

on both minimising cost increases and reducing

reliance on third parties throughout the value

chain.

The Company’s focus on gross margin and tight

control of operating costs saw underlying EBITDA

including finance income increase 95% to $11.8m.

Underlying NPAT, excluding last year’s non-

recurring costs, increased by 213% to a record

$6.2m.

Interest costs, excluding those associated with

leases, were down 52% on FY23, reflecting

changes in finance facilities and prudent capital

management.

Net operating cash flow was down $6.3m to

$6.9m, largely due to the strategic decision to

maintain stronger inventory levels. The Company

is well positioned with inventory valued at a

healthy $13.9m, up $5.5m over FY23 which was

impacted by shipping constraints.

In September 2023, shareholders approved

a transaction that saw the Sena Family Trust

increase its shareholding to approximately

76% of the Company’s total shares, acquiring

co-founder Eugene Williams’ remaining

shares. This buy out was supported by the

New Zealand Shareholders Association (NZSA)

and a welcome milestone for the Company,

ending a period of considerable disruption

and erosion of shareholder value.

As the majority shareholder, David Sena has

an undeniable vested interest in the business

achieving sustainable profitability. As the

Board noted at the time, this can only be of

benefit to all shareholders. His commitment

to driving the business forward is favourably

reflected in the FY24 results and will continue.

David took over as CEO on 1 June 2024.

WORKING

FOR ALL

SHAREHOLDERS

98
Annual Report for the year ended 31 March 2024.

1 Source:

Autof ile – based on 2 Cheap Cars’ vehicle sales as a proportion of dealer-to-public used cars sold between 1 April 2023 and 31 March 2024.

Annual Report for the year ended 31 March 2024

THE

ENGINE ROOM –

2 CHEAP CARS

2 Cheap Cars sold 8,169 cars in FY24, down 2%

on the previous year, and held its market share

at 4.5%

1

despite prioritising increasing gross

margin.

2 Cheap Cars remained well-positioned to

meet the ongoing demand for electric and

hybrid vehicles (EV/HEVs). Despite regulatory

changes and removal of the clean car discount,

the number of EV/HEVs sold as a proportion of

total vehicle sales increased to 56%, up 15% on

the year prior. Demand – particularly for cost

effective HEVs – remained stable, accounting

for 55% of total vehicle sales in the last quarter

of FY24.

While the impact of the Credit Contracts

and Consumer Finance Act (CCCFA) saw a

significant increase in the number of finance

applicants declined, a penetration rate of 27%

was still achieved, and income increased by

6.3% to $4.7m.

Insurance penetration rates grew strongly to

37%, with insurance income up 9% to $2.6m.

2 Cheap Cars has a strategic property plan

to grow its footprint, sensibly and over time.

In FY24, the Company doubled the size of its

Christchurch yard and now has a far superior

presence in this important market. The enlarged

site opened late in 2023 and is trading well.

Digital engagement remained a cost-effective

strategy to reach and successfully influence

potential customers. Website ‘clicks’ doubled

in FY24 resulting in high levels of brand

engagement, ensuring inventory was widely

and cost effectively showcased. 2 Cheap Cars

saw consumer habits return to pre-Covid norms

with more customers preferring yard visits to

view cars and commence the sales process than

in the prior year.

In a tight employment market, an improved

focus on professional development with our

sales team has had a positive impact on our

staff culture and performance in FY24. This

approach delivered a strong improvement in

retention and internal promotions.

Ultimately, the FY24 results reflected the

successful implementation of 2 Cheap Cars’

margin expansion strategy which is achieved by

leveraging its reliable source of used cars f rom

Japan and increasing prices where necessary

to offset cost pressures. Utilising additional

shipping providers to ensure consistent vehicle

supply, undertaking and insourcing more

compliance and operations activity also had a

positive impact.

NZ MOTOR

FINANCE

The NZ Motor Finance loan book continued in

run down mode with the business collecting

the loan receivables and recouping investment.

The loan book reduced f rom $3.9m to $1.8m at

31 March 2024.

DIVIDEND

Reflecting the positive FY24 results and strong

cash position, the Board declared a final gross

dividend of 5.78 cents per share (cps), equal to

the first half dividend and slightly above the

stated dividend policy. This brought the total

gross dividend for FY24 to 11.56 cps.

OUTLOOK

FOR FY25

With the transformation now complete, the

Company’s focus remains on delivering gross

margin over market share, continuous BAU

improvement and profitable, sustainable

growth through its property strategy.

The property strategy is a key growth factor

for 2 Cheap Cars, with positive steps being

taken to identify and develop new or better

retail locations which benefit its scale model,

particularly in Auckland.

2 Cheap Cars has a very clear value proposition

and strategy that compares favourably to

many competitors, particularly in the prevailing

economic environment. Having said that,

market conditions and foreign exchange rates

remain unpredictable and are – as always –

beyond any Company’s control.

Affordable cars are a necessity, and we are

confident the Company is well positioned to

take advantage of increases in immigration and

the more general consumer flight to cheaper

vehicles. However, the business is under no

illusion that to remain profitable it must

continue to be vigilant and diligent with cost-

cutting and supply chain efficiencies.

Assuming favourable supply, currency and

trading conditions, NPAT is expected to

remain steady in FY25 by focusing on gross

margin expansion, prudent cost management,

increasing direct control of the value chain and

sensible expansion in Auckland.

NOTES

OF THANKS

The record-breaking FY24 results – and the

steady outlook for FY25 – would not have been

possible without the hard work and dedication

of CEO Paul Millward who left the Company at

the end of May. In 18 months, Paul built a great

team, righted a broken business and in doing

so, achieved great things for 2 Cheap Cars’

shareholders.

The Board wishes to acknowledge Paul’s

achievements and thanks him and the 2CC

team for their efforts.



David Sena

CEO

Michael Stiassny

Chair

Annual Report for the year ended 31 March 2024.
FY

10

Includes interest income derived f rom NZ Motor Finance.

The 24 May 2024 market announcement accompanying the 2024 Financial Statements quoted some management

accounts’ figures. Management gross margin of $20.3m includes some financing costs which are reclassified as

interest in this annual report.

The 24 May 2024 market announcement accompanying the 2024 Financial Statements quoted some management

accounts’ figures. Management EBITDA of $11.4m includes some financing costs which are reclassified as interest

in this annual report. Growth of prior year statutory EBITDA is slightly lower than that of management EBITDA.

Prior year excludes restructuring costs associated with board changes and other non-recurring consulting costs.

Underlying EBITDA and underlying NPAT are non-IFRS measures.

1.

2.

4.

3.

SUMMARY OF KEY RESULTS

$

11.8M

$

6.2M

$

6.2M

$

20.7M

UP 5% f rom $82.7M

UP 95% f rom $6.0M

UP 213% f rom $2.0M

UP 383% f rom $1.3M

UP 40% f rom $14.8M

REVENUE AND INCOME 1

FY24 UNDERLYING EBITDA 3

,

4

UNDERLYING NPAT 4

NPAT

CONTRIBUTION MARGIN 2

11

UNDERLYING EPS

NET OPERATING CASH INFLOW

14 CPS

$

6.9M

11.56 CPS

UP FROM 4.4 CPS

DOWN $6.3M

f rom $13.3M

UP FROM 0.0 CPS

$

86.8M

FY24 GROSS DIVIDEND


1213

Michael Stiassny

Independent Director | Chair

Michael has extensive business, financial, strategic advisory

and governance experience. He is currently Chairman of

Tower Limited, and Director of Momentum Life Insurance

Limited, Tegal Group Holdings Limited, and New Talisman

Gold Mines Limited.

With a keen interest in ensuring the justice system is

accessible to everyone, Michael is a Director of leading

New Zealand litigation funder, LPF Group Limited. He also

dedicates significant time to start ups and championing

entrepreneurship through his involvement in Founders

Advisory. Michael holds both Commerce and Law degrees

f rom the University of Auckland and is a Chartered Fellow

and past President of the Institute of Directors.

Paul Millward

Former CEO

Paul Millward was appointed CEO in January 2023.

Most recently, Paul was Sales Director NZ for DB Breweries

Limited (Heineken NZ) where he was responsible for a

team of 130 staff and revenue of circa $750m. Under his

leadership, the Company’s market share, return on sales

and EBIT margins have increased significantly.

Paul has 20 plus years’ experience in commercial

leadership. He has a sales and finance background in

FMCG and in retail and medical businesses in New Zealand,

England, America and Denmark. Paul graduated f rom

the University of Waikato with a Bachelor of Management

Studies (Hons).

Angus (Gus) Guerin

CFO

Gus has over two decades of finance experience,

working for various global, publicly listed

organisations.

After qualifying as a Chartered Account with Ernst

and Young (EY), Gus worked within Fonterra’s

performance reporting division before embarking

on a four-year stint in London where he held

multiple finance roles within US-listed company,

Wyndham Hotels. Since returning to New Zealand,

Gus has held senior finance roles with Treasury

Wines, British American Tobacco, and most

recently as CFO at ArchiPro.

David Sena

Executive Director | CEO

David founded 2 Cheap Cars in 2011 with a clear vision to

ensure New Zealanders could get a great deal on top quality

imported used cars. From humble beginnings, David has

worked tirelessly to build the contacts and relationships

necessary to develop a fully integrated supply chain that

could successfully deliver on that vision.

Today, 2 Cheap Cars has successfully served nearly 100,000

customers and David continues to leverage his extensive

networks and automotive knowledge to profitably grow the

business.  Recently reappointed the CEO, David is delighted to

return to lead the entire team. He is proud to remain ‘hands on’

in the business he loves, meeting the needs of 2 Cheap Cars’

customers and delivering results for his fellow shareholders.

Gordon Shaw

Independent Director

Gordon is a professional director and business advisor with

over 20 years’ management and governance experience in

the commercial transport, vehicle retail and regulatory, and

government sectors both in New Zealand and overseas.

Gordon is currently an Independent Trustee of the Nelson

Bays Primary Health Trust, Chair of ProMed HR NZ Ltd and

Deputy Chair of Nelson Netball Centre Inc. He is also Chair

of the Mapua & Districts Business Association, a chartered

member of the New Zealand Institute of Directors and a

committee member of the Institute’s Nelson Marlborough

branch.

THE BOARD

AND MANAGEMENT

Annual Report for the year ended 31 March 2024

15
14

Annual Report for the year ended 31 March 2024.

The transformation is complete. Our plan is focussed on

moving forward. Five distinct areas, all connected, and

each playing a role to drive sustainable profit growth for

the future.

FOCUSED

STRATEGY

WINNING BY LEVERAGING STRENGTHS

Next stepsProgress madeKey

:

SUPPLY

CHAIN

LEADERSHIP

Expand hub capabilities

for value

Lead supply of affordable

EV & HEVs

Leverage scale for

efficiencies

Broader shipping strategy

National footprint for

wider reach

Clear “win urban”

property strategy

Win Auckland

Refurbish dealerships

Extend brand

programme

RETAIL

FOOTPRINT


TO WIN

1.

2.


GROSS

MARGIN

EXPANSION

Increase finance &

insurance penetration

Accelarate digital

application & fulfilment

Right value

proposition

Manage costs

& pricing

CUSTOMER

EXPERIENCE

Deepen connection

with 140k+ followers

on social

Invest in customer

care team

Customer satisfaction

everyday

Deliver customer value

through partnerships

Digital platform to

“make it easy”

Health & safety

Develop inclusive

leaders

Unlock a high-

performance culture

Capability

investment for

f rontline staff

Talent bench

OUR

PEOPLE

3.4.5.

HOW TO GROWWHERE TO WIN

1716
OPERATING REVENUE

The 2 Cheap Cars Group draws revenue f rom two divisions:

• 2 Cheap Cars, the automotive retail division, where revenue is primarily f rom the sale of vehicles and

f rom agent commissions relating to the sale of third-party finance and insurance products; and

• NZ Motor Finance (NZMF) generates finance income f rom existing customer loans. NZMF is no

longer lending to customers, and its loan book is now in run down, with the business collecting loan

receivables and recouping investments.

SALES OF EV/HEV UP BY 31%

2 CHEAP CARS


HYBRID/ELECTRIC

VEHICLE GROWTH

The Company’s total revenue and income increased by 5% to $86.8m in FY24.

Revenue f rom car sales increased by 5% to $78.8m, driven by an inflationary uplift in vehicle sale

prices, and partially offset by slightly lower sales volumes.

Agent commissions received f rom finance and insurance products increased by 10% to $7.5m in

FY24. Finance penetration rates increased to 27% in FY24, up f rom 26% in FY23, despite the impact

of the Credit Contracts and Consumer Finance Act (CCCFA), lending regulations and lifts in the

official cash rate (OCR).

Finance and interest income, largely derived f rom the NZMF loan book which is in run down,

declined f rom $1.0m in FY23, to $0.5m in FY24.

2 Cheap Cars held its market share at 4.5% while increasing gross margin by 40%. The business

sold 8,169 vehicles in FY24, down 2% on the same period last year. Margin expansion was

deliberately prioritised over volume as management refocused the sales strategy.

In FY24, the number of EV/HEVs sold as a proportion of total vehicle sales increased to 56%, up

15 percentage points on last year. Despite the removal of the previous government’s clean car

discount, demand for vehicles with lower running costs – in particular cost effective HEVs –

remained high.

20242023Change

$’000$'000%

Sale of cars 78,764 74,902 5%

Finance & Insurance agent commissions 7,518 6,823 10%

Finance & interest income 502 979 (49%)

Revenue and income 86,783 82,704 5%

Other income - 33

Total revenue and income 86,783 82,737 5%

20242023Change 2024 Mix

$’000$'000%%

Petrol vehicles3,624 4,908 (26%)44%

EV / HEV vehicles4,545 3,459 31%56%

Total vehicles sold 8,169 8,367 (2%)100%

Q1Q2

Q3

20%21%

29%

37%

40%41%

41%

43%

54%

55%

56%

57%

Q4

FY24

FY23

FY22

4


Based on the NZ dealer to public market share sourced f rom Autofile.

FINANCIAL

SUMMARY

Annual Report for the year ended 31 March 2024.

1918
Annual Report for the year ended 31 March 2024.

NZ MOTOR FINANCE LOAN BOOK

FINANCIAL RESULTS

The NZMF loan book reduced f rom $3.9m at the end of FY23 to $1.8m as at 31 March 2024.

While no new lending has taken place since June 2023, NZMF made a profit of $0.05m, with the

number of loans reducing f rom 631 to 403 in FY24.

Loan book arrears are being carefully managed by the business. There is an impairment provision

of 9.8% to cover expected losses on the loan book as at 31 March 2024.

Revenue and income for FY24 was $86.8m, up 5% on FY23.

Operating costs (excluding non-recurring costs) have risen just 1% to $8.9m. This small year on year

increase has been achieved despite significant inflationary pressures and reflects management’s

strong focus on controlling cost increases.

There were no non-recurring costs in FY24, this compares to $1.0m, associated with significant

changes at board and management level included in FY23.

Underlying NPAT2, increased by 213% to $6.2m in FY23.

The underlying earnings per share were 14 cents per share for FY24, up f rom 4.4 cents per share

in FY23.

20242023Change

$’000$'000%

$ Value of loan book 1,821 3,909 (53.4%)

Number of active loans 403 631 (36.1%)

20242023Change

$’000$'000%

Revenue and income 86,783 82,704 5%

Sundry income - 33

Total revenue and income 86,783 82,737 5%

Contribution margin 20,665 14,799 40%

Other operating expenses 8,908 8,811 1%

Interest expenses 702 1,090 (36%)

Depreciation & amortisation 2,332 2,134 9%

Non-recurring costs - 977 N/A

Total operating expenses 11,942 13,012 (8%)

Earnings before taxation 8,722 1,820 379%

Earnings before tax margin10.1%2.2%357%

Taxation 2,481 528 370%

Net profit after tax 6,242 1,292 383%

Earnings before taxation 8,722 1,820 379%

Net consideration f rom re-assignment of leases - - N/A

Non-recurring costs - 977 N/A

Underlying earnings before taxation 8,722 2,797 212%

Net profit after tax 6,241 1,292 383%

One off items net of tax - 704 (100%)

Underlying net profit after tax 6,241 1,996 213%

Underlying net profit after tax margin7.2%2.4%198%

2 FY23 excludes non-recuring costs associated with the board and management changes (Underlying NPAT and underlying EBITDA are

non-IFRS measures)

CONTRIBUTION MARGIN

The FY24 contribution margin is up 40% to $20.7m. Gross margins have notably improved in the

last year on the back of optimised pricing, effective promotional activity and improved finance

penetration.

20242023Change

$’000$'000%

Revenue and income 86,783 82,737 5%

Contribution margin 20,665 14,799 40%

Gross margin %24%18%6%

FINANCIAL SUMMARY

Continued

2120
Annual Report for the year ended 31 March 2024.

DIVIDEND

CASH FLOW

The Group’s underlying EBITDA, including finance income, increased by 95% to $11.8 million in FY24.

As a result, the underlying EBITDA margin increased f rom 7.3% in FY23 to 13.5% in FY24.

Reflecting the positive FY24 results and strong cash position, the Board declared a final gross

dividend of 5.78 cents per share (cps), equal to the first half dividend and slightly above the stated

dividend policy. This brought the total gross dividends for FY24 to 11.56 cps.

2 Cheap Cars Group received $86.8m f rom the proceeds of the sale of vehicles and related income

f rom its 2 Cheap Cars retail business. Receipts were up 5% on FY23.

Underlying cashflow f rom retail operating activities and before loan book receipts decreased to

$4.9m, down f rom $10.6m for the same period last year. This was largely due to higher inventory

levels compared to March 2023, when shipping constraints adversely impacted the company’s

supply chain. The business also increased the proportion of inventory sourced directly though it’s

Japanese subsidiary, Car Plus KK, resulting in higher closing stock in Japan.

NZMF finance business received $2.0m in proceeds f rom loan receipts while establishing no new

lending.

Net PP&E proceeds included the establishment of $1.5m of cash backed lease guarantees, and

plant and equipment associated with the Company’s ongoing vertical integration of compliance,

refurbishment, and transport.

The Group repaid the remainder of the $0.9m retail trade finance facility related to the NZMF

finance loan book and at year end was utilising $1.5m of its $5.0m vehicle floorplan facility.

As at 31 March 2024, the Company is in compliance with all banking covenants, has cash of $4.7m

and no net debt.

20242023Change

$’000$'000%

Earnings before taxation 8,722 1,820 379%

Net consideration f rom re-assignment of leases - -

Non-recurring costs - 977

Underlying earnings before taxation 8,722 2,797 212%

Interest expense 702 1,090 (36%)

Underlying earnings before interest and taxation 9,425 3,887 143%

Depreciation & amortisation 2,332 2,134 9%

Underlying earnings before interest, taxation, depreciation and amortisation 11,757 6,021 95%

Underlying EBITDA margin13.5%7.3%6%

20242023Change

$’000$'000%

Proceeds from sale of goods 86,779 82,768 5%

Payments to suppliers & employees(80,947) (71,470) 13%

Other operating activities(907) (700) 30%

Underlying cash flows from retail operating activities 4,925 10,598 (54%)

Proceeds f rom loan receipts 1,995 4,450 (55%)

Advances to loan customers - (1,785) (100%)

Cash flows from operating activities 6,921 13,263 (48%)

Net purchase & proceeds of property, plant & equipment(2,349) (167) 1307%

Investing cash flow(2,349) (167) 1307%

Free cash flow 4,571 13,096 (65%)

Borrowing repaid 600 (10,900) (106%)

Dividends paid(1,896) (287) 561%

Other financing activities(2,149) (2,009) (7%)

Cash flows from financing activities(3,445) (13,196) (74%)

Net cash flow 1,126 (100) (1226%)

Effect of exchange rate(220) 77 (386%)

Cash & cash equivalents 4,673 3,767 24%

EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION

AND AMORTISATION (EBITDA)

FINANCIAL SUMMARY

Continued

DRIVING

BETTER


DEALS


EVERY DAY

2322

Annual Report for the year ended 31 March 2024.

EXPLANATION

The financial summary section should be read in conjunction with the consolidated financial

statements and the related notes contained within this report. This commentary may include

information regarding plans and strategies that may involve risk and uncertainties.

All figures are represented in New Zealand Dollars (NZD) except where indicated. References to

‘this period’ or ‘FY24’ are to the year ended 31 March 2024. References to the ‘prior period’ or to

‘FY23’ are for the 12-month period ended 31 March 2023.

Non-GAAP measures have been included as management considers that they provide useful

information for readers of the Annual Report to assist in understanding the Company’s financial

performance. Non-GAAP measures should not be viewed in isolation or considered as substitutes

for measures reported in accordance with New Zealand equivalents to International Financial

Reporting (NZ IFRS).

FINANCIAL SUMMARY

Continued

2524
Annual Report for the year ended 31 March 2024.

Independent auditors report

CONSOLIDATED FINANCIAL STATEMENTS

Statement of profit or loss and other comprehensive income

Statement of financial position

Statement of changes in equity

Statement of cash flows

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Reporting entity

2. Basis of preparation

3. Significant accounting policies

PERFORMANCE

4. Revenue f rom contracts with customers

5. Sundry income

6. Segment reporting

7. Determination of fair values

8. Finance expenses

9. Key operating expenses

10. Earnings per share

11. Dividends

CURRENT ASSETS

12. Cash and cash equivalents

13. Inventories

14. Loans receivable

15. Trade and other receivables

TRADE LIABILITIES & TAX

16. Trade and other payables

17. Leases

18. Derivative financial instruments

19. Employee benefit liabilities

20. Income tax

21. Imputation credits

FUNDING AND RISK

22. Borrowings

23. Share capital

24. Share-based payment arrangements

25. Related parties

26. Financial instruments

NON CURRENT ASSETS

27. Property plant & equipment

OTHER

28. Notes supporting statement of cash flows

29. Contingent liabilities

30. Subsequent events

26

30

31

32

33

34

34

34

42

42

43

44

45

45

46

46

46

46

47

49

49

50

51

51

51

52

52

53

53

53

54

56

57

57

57

FINANCIAL

STATEMENTS

FOR THE YEAR

ENDED 31 MARCH

Annual Report for the year ended 31 March 2024

24

2726
Annual Report for the year ended 31 March 2024.

Level | 1 York Street | Sydney | NSW | 2000

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www.uhyhnsydney.com.au

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Liability limited by a scheme approved under Professional Standards Legislation.

Passion beyond numbers

9

Independent Auditor’s Report

To the Shareholders of 2 Cheap Cars Group Limited

Opinion

I have audited the consolidated financial statements of 2 Cheap Cars Group Limited ( “the Company”)

and its subsidiaries (“the Group” ), which comprise:

• the consolidated statement of financial position as at 31 March 2024;

• the consolidated statement of profit or loss and other comprehensive income, consolidated

statement of changes in equity and consolidated statement of cash flows for the year then

ended; and

• the notes to the consolidated financial statements including a summary of significant

accounting policies.

I am a partner with UH Y Haines Norton Chartered Accountants Syd ney (the Firm ) and I have used the

staff and resources of the Firm to perform the audit of the Group.

In my opinion, the accompanying consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Group as at 31 March 2024, and its consolidated

financial performance and its consolidated cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standa rds (“N Z IFRS” ) issued by the New

Zealand Accounting Standards Board.

Basis for Opinion

I conducted my audit in accordance with International Standards on Auditing (New Zealand) (“ISAs

(NZ)”) issued by the New Zealand Auditing and Assurance Standar ds Board. My responsibilities under

those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of my report.

I am independent of the Group in accordance with Professional and Ethical Standard 1 International

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

Zealand) issued by the New Zealand Auditing and Assurance Standards Boa rd and the International

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

(including International Independence Standards) (IESBA Code ), and I have fulfilled my other ethical

responsibilities in accordance with these requirements and the IESBA Code.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my

opinion.

Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship

with, or interests in, the Group.


Key Audit Matters

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

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

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

opinion thereon, and I do not provide a separate opinion on the se matters.

An association of independent Ƃ rms in Australia and New Zealand and a member

of UHY International, a network of independent accounting and consulting Ƃ rms.

UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826

Liability limited by a scheme approved under Professional Standards Legislation.

Passion beyond numbers

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

Revenue recognition


The Group has recognised revenue of

$86.8m (FY 2023: $82.7m ) (Note 4). 2CC

Group’s net sales comprises revenue

from the sale of cars, insurance agent

commissions and finance agent

commissions.


Revenue is recognised when the control

associated with a good or service (or in

aggregate thereof) representing a

distinct performance obligation is

transferred from the Group to the

customer.


There are a number of factors that could

affect this reported amount, including

the risk for revenue recognition policies

being incorrectly applied or recognised

in an incorrect period. This presents a

key audit matter due to the financial

significance and nature of net sales in

the financial statements.

To address the risk associated with revenue

recognition, the following audit procedures were

carried out:


• Evaluated the design of management's internal

controls related to revenue recognition.

• Reviewed revenue recognition policies for

appropriateness and compliance with relevant

accounting standards.

• Selected a sample of transactions and

inspected supporting sales documentation,

cash received and assessed whether all criteria

related to revenue recognition has been met

before being recognised as revenue.

• Reviewed credit notes posted after year end to

ascertain revenue recognition during the year.

• Performed revenue cut off procedures by

selecting revenue samples before and after

year end and testing that revenue is recorded

in the correct period.

• Performed analytical procedures by comparing

average gross margins by make of the cars on

a year on year basis, and by analysing the

movement of gross margins relative to the

prior period and on a monthly basis.

• Reviewed manual revenue journals as part of

the journal entry testing process.

• Assessed the reasonability and completeness

of the revenue related disclosures to test

compliance with the requirements of the

accounting standards.



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

The Directors are responsible for the annual report, which includes information other than the

consolidated financial statements and auditor’s report.

My opinion on the consolidated financial statements does not cover the other information and I do

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

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

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

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

appears to be materially misstated.

If, based upon the work we have performed, we conclude that the re is a material misstatement of this

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

2928
Annual Report for the year ended 31 March 2024

An association of independent Ƃ rms in Australia and New Zealand and a member

of UHY International, a network of independent accounting and consulting Ƃ rms.

UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826

Liability limited by a scheme approved under Professional Standards Legislation.

Passion beyond numbers

Directors’ Responsibilities for the Consolidated Financial Stat ements

The Directors are responsible on behalf of the Group for the pr eparation and fair presentation of the

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

Directors determine is necessary to enable the preparation of consolidated financial statements that

are free from material misstatement, whether due to fraud or er ror.

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

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do

so.


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

My objective is to obtain reasonable assurance about whether the consolidated financial statements

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

auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance but is not

a guarantee that an audit conducted in accordance with ISAs (N Z) will always detect a material

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

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

decisions of users taken on the basis of these consolidated fin ancial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:

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

This description forms part of my auditor’s report.

Restriction on use of my report

This report is made solely to the Group’s shareholders, as a bo dy. My audit work has been undertaken

so that I might state to the Group’s shareholders, as a body th ose matters which I am required to state

to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, I do

not accept or assume responsibility to anyone other than the Gr oup and the Group’s shareholders, as

a body, for my audit work, for this report or for the opinion I have formed.



Vikas Gupta

Audit Partner - UHY Haines Norton Chartered Accountants Sydney

Signed at Sydney, Australia on 27 June 2024


3130
Annual Report for the year ended 31 March 2024.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 March 2024

NoteMAR 2024MAR 2023

$'000$'000

Revenue

Revenue and income4 86,783 82,704

Sundry income5(0) 33

Expenses

Cost of sales(66,118) (67,905)

Administration expenses(2,949) (3,265)

Advertising expenses(1,487) (1,738)

Depreciation expenses(2,332) (2,134)

Employee benefits(3,777) (4,105)

Finance expenses8(702) (1,090)

Property expenses(695) (680)

Profit before income tax 8,722 1,820

Income tax expense20(2,481) (528)

Profit for the period 6,241 1,292

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Translation of foreign operations(147) 77

Total other comprehensive income(147) 77

Total comprehensive income for the period 6,095 1,369

Earnings per share

Basic earnings per share 10 0.14 0.03

Diluted earnings per share 10 0.14 0.03

The accompanying notes form part of these consolidated financial statements.

The accompanying notes form part of these consolidated financial statements.

NoteMAR 2024MAR 2023

$'000$'000

Equity

Share capital23 39,344 39,344

Amalgamation reserve(35,956) (35,956)

Foreign currency translation reserve(155) (8)

Retained earnings 17,141 12,794

Total equity 20,373 16,174

Current liabilities

Trade and other payables16 2,259 2,743

Employee benefit liabilities19 840 834

Borrowings22 1,500 900

Income tax payable 2,055 91

Derivative financial liabilities18(13) 55

Related party payable25 10 10

Lease liability17 1,689 1,856

Other current liabilities 36 81

Total current liabilities 8,375 6,570

Non-current liabilities

Lease liability17 5,617 6,078

Total non-current liabilities 5,617 6,078

Total equity and liabilities 34,365 28,822

Current assets

Cash and cash equivalents12 4,673 3,767

Trade and other receivables15 514 380

Other current assets15 2,602 2,871

Loans receivable14 990 1,767

Inventories13 13,873 8,377

Total current assets 22,652 17,162

Non-current assets

Other non-current assets 1,843 289

Plant, property and equipment27 1,787 1,319

Intangible assets 75 5

Loans receivable 14 831 2,142

Deferred tax asset20 474 445

Right-of-use assets 17 6,702 7,461

Total non-current assets 11,713 11,660

Total assets 34,365 28,822

Approved on behalf of the Board on 27 June 2024.

DirectorDate27 June 2024

DirectorDate27 June 2024

2 CHEAP CARS GROUP LIMITED

Consolidated statement of financial position

For the year ended 31 March 2024

3332
Annual Report for the year ended 31 March 2024.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of cash flows

For the year ended 31 March 2024

MAR 2024MAR 2023

$'000$'000

Cash flows from operating activities

Cash receipts f rom customers 86,779 82,768

Government grants received 0 31

Cash paid to suppliers and employees(80,947) (71,470)

Interest received 3 130

Interest paid - retail operations(362) (700)

Tax paid(548) (161)

Net cash inflow from operating activities before changes in

operating assets and liabilities

4,925 10,598

Loan receivables advanced - (1,785)

Proceeds f rom loan receivables 1,995 4,450

Net cash inflow / (outflow) from operating activities 6,921 13,263

Cash flows from investing activities

Proceeds f rom sale of property, plant and equipment 7 138

Purchase of property, plant and equipment(812) (305)

Lease guarantee(1,544) -

Net cash outflow from investing activities(2,349) (167)

Cash flows from financing activities

Dividend paid(1,896) (287)

Interest paid - finance operations(214) (310)

Principal elements of lease payments(1,935) (1,699)

Trade finance advance / (repayments) 600 (10,900)

Net cash outflow from financing activities(3,445) (13,196)

Net decrease in cash and cash equivalents 1,126 (100)

Cash and cash equivalents at beginning of period 3,767 3,790

Effect of exchange rate(220) 77

Cash and cash equivalents at end of period 4,673 3,767

The accompanying notes form part of these consolidated financial statements.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of changes in equity

For the year ended 31 March 2024

The accompanying notes form part of these consolidated financial statements.

Share

capital


$’000

Retained

earnings


$’000

Foreign

currency

translation

reserve

$’000

Amalgamation

reserve

$’000

Total equity/

(accumulated

losses)

$’000

Balance as at 1 April 2022 39,365 11,789 (85) (35,956) 15,113

Profit for the period - 1,292 - - 1,292

Translation of foreign operations - - 77 - 77

Total comprehensive income for the period - 1,292 77 - 1,369

Share options recognised at fair value net of options lapsed(21) - - - (21)

Dividends paid - (287) - - (287)

Total transactions with owners of the Group(21) (287) - - (308)

Balance as at 31 March 2023 39,344 12,794 (8) (35,956) 16,174

Balance as at 1 April 2023 39,344 12,794 (8) (35,956) 16,174

Profit for the period - 6,241 - - 6,241

Translation of foreign operations - - (147) - (147)

Total comprehensive income for the period - 6,241 (147) - 6,095

Share options recognised at fair value net of options lapsed - - - -

Dividends paid - (1,895) - - (1,895)

Total transactions with owners of the Group - (1,895) - - (1,895)

Balance as at 31 March 2024 39,344 17,140 (155) (35,956) 20,373

3534
Annual Report for the year ended 31 March 2024.

Notes to the financial statements

1. Reporting entity

2 Cheap Cars Group Ltd (the Company) is a company domiciled in New Zealand.

The Company is incorporated in New Zealand, registered under the Companies Act 1993 and is publicly traded on the

New Zealand Stock Exchange.

These consolidated financial statements comply with the requirements of the Companies Act 1993 and the Financial

Markets Conduct Act 2013.

These consolidated financial statements as at 31 March 2024 comprise the Company and its subsidiaries: 2 Cheap Cars

Limited, NZ Motor Finance Limited, 2CC International Limited, 2 Cheap Rental Cars Limited, Car Safety NZ Limited and

Car Plus K.K. (collectively, the Group).

2. Basis of preparation

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting

Practice in New Zealand (GAAP) and the requirements of the Financial Markets Conduct Act 2013.

These financial statements comply with New Zealand equivalents of International Financial Reporting Standards

(NZ IFRS). As such, they also comply with International Financial Reporting Standards (IFRS).

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except that certain assets and

liabilities are measured at fair value where stated under their specific accounting policies

• Derivative financial instruments (Note 18)

• Loans receivable (Note 14)

(c) Functional and presentation currency

These consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the Group’s

functional and the Group’s presentation currency. All financial information presented has been rounded to the

nearest thousand dollars.

d) Going concern

The Directors consider that the Group is a going concern and the consolidated financial statements have been

prepared on that basis.

(e) Critical accounting estimates and judgements

The preparation of the consolidated financial statements, requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income

and expenses. Actual results may differ f rom these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected.

(f) Changes in accounting policies

None during the period.

(g) Changes in accounting estimates

During the year management updated its estimates of expected loss provisions and the discount rate applied to

loans, refer to Note 14 for further information.

(h) New and amended standards adopted by the group

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by

the External Reporting Board (‘XRB’) that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early

adopted. New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) that have recently been

issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual

reporting period ended 31 March 2024. The consolidated entity has not yet assessed the impact of these new or

amended Accounting Standards and Interpretations.

a) Basis of consolidation

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,

variable returns f rom its involvement with the entity and has the ability to affect those returns through its power over

the entity. The financial statements of subsidiaries are included in the consolidated financial statements f rom the

date that control commences.

The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they

formed a single entity. Intra-group transactions and balances are therefore eliminated in full.

Subsidiaries are fully consolidated f rom the date on which control is transferred to the Group. They are deconsolidated

f rom the date that control ceases.

Subsidiaries

The subsidiaries of 2 Cheap Cars Group Ltd, all of which have been included in these consolidated financial

statements, are as follows:

3. Significant accounting policies

The Group has applied the same accounting policies and methods of computation in these financial statements as its

previous annual financial statements, except for those detailed in note 2(f) and (g) above.

Details of the Group’s significant accounting policies are provided below.

In preparing the consolidated financial statements, all intercompany balances, transactions, unrealised gains and

losses resulting f rom intra-group transactions and dividends have been eliminated in full.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency at exchange rates at the dates of the

transactions. Foreign currency differences arising f rom settlement at a different exchange rate are recognised in

profit or loss.

(ii) Foreign currency monetary assets and liabilities

At balance date, foreign monetary assets and liabilities are translated to the functional currency at the closing rate

and exchange variations are recognised in profit or loss.

(iii) Foreign currency non-monetary assets and liabilities

Foreign non-monetary assets and liabilities that are measured based on historical costs are translated using the

exchange rate at the date of the transactions. Any foreign currency difference arising due to translating to functional

currency are recognised in profit or loss.

(c) Revenue

The specific revenue recognition policies associated with the Group’s distinct performance obligations (as presented

in Note 4) are detailed below:

(i) Vehicles sold

Revenue is recognised at a point-in-time, with the transfer of control determined as the point purchaser takes final

physical possession of the vehicle.

(ii) Insurance policies

Commission revenue is recognised on an agent basis at a point-in-time , with the transfer of control determined

at the point the end customer enters into a signed insurance policy with the insurance provider (principal). As the

uncertainty associated with any commission clawbacks is resolved, previously deferred revenue recognised as

contract liabilities is released and recognised as revenue.

(iii) Sale of scrap parts

Revenue is recognised at a point-in-time, with the transfer of control determined as the point that the purchaser

takes final physical possession of the scrap parts.

NameCountry of incorporation and

principal place of business

Proportion of ownership interest

MAR 2024MAR 2023

2 Cheap Cars LimitedNew Zealand100%100%

NZ Motor Finance LimitedNew Zealand100%100%

2CC International LimitedNew Zealand100%100%

2 Cheap Rental Cars LimitedNew Zealand100%100%

Car Safety NZ LimitedNew Zealand100%

Car Plus K.KJapan100%100%

3736
Annual Report for the year ended 31 March 2024.

(iv) Commissions received (booking fee, sales, finance)

Revenue is recognised on an agent basis at a point-in-time , with the transfer of control determined as the point

the end customer enters into a signed finance agreement with the finance provider (principal). As the uncertainty

associated with any commission clawbacks is resolved, previously deferred revenue recognised as contract liabilities is

released and recognised as revenue.

(v) Interest revenue calculated using the effective interest method

Interest revenue comprises interest on loans receivable and cash and cash equivalents. Interest revenue is recognised

based on the effective interest method.

Performance obligations and timing of revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled to, excluding amounts

collected on behalf of third parties and net of rebates, discounts and payments to customers that are not in

consideration for separate goods or services provided. This represents the fair value of total consideration payable,

including both cash and in the case of vehicles sold, any vehicle trade-ins.

Where the ultimate transaction price receivable is subject to variability (such as in the case of vehicle returns or

clawbacks on commissions) revenue is recognised only to the extent that it is highly probable that the revenue

recognised would not be subsequently reversed.

Revenue is recognised when the control associated with a good or service (or in aggregate thereof) representing a

distinct performance obligation is transferred f rom the Group to the customer.

Where a single contract contains two or more distinct performance obligations, the total transaction price of the

contract is allocated between the separate performance obligations based on their stand-alone-sales-prices, and

represents the revenue to be recognised with respect to that separate performance obligation.

Revenue is recognised on an over-time basis subject to meeting specific criteria, otherwise, revenue is recognised at a

pointin- time , being the point that the customer obtains control of the good or service subject to various indicators.

Payment received f rom customers before revenue is recognised and presented as a “contract liability” in the

consolidated statement of financial position.

Receivables resulting f rom revenue being recognised before the Company is able to contractually invoice for the

goods or services provided is recognised and presented as a “other current asset” in the consolidated statement of

financial position

(ii) when it does not assume the (inventory) risk of the goods or services, and/or

(iii) it does not have discretion in setting the price payable by the end customer.

(d) Insurance contracts

NZ IFRS 17 Insurance contracts becomes effective for annual reporting periods commencing on or after 1 January 2023.

NZ IFRS 17 Insurance contracts provides a scope exception for certain contracts that provide waivers (forgiveness)

of loan balances upon the occurrence of specified events. Rather than accounting for these waivers as insurance

contracts, the scope exemptions permits the Group to elect to account for such loans entirely as financial

instruments.

The Group has elected to apply this scope exemption. Further details of the accounting policy relating to Loans

receivable to which the scope exemption directly effects can be found in Note 7.

- Use of interest-bearing borrowings (interest rate risk); and:

- Purchases in foreign currencies (foreign currency risk).

(e) Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss, except

to the extent that they relate to items recognised directly in equity or in other comprehensive income. In such cases,

the tax is also recognised directly in equity or in other comprehensive income, respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous

years. Current tax also includes any tax liability arising f rom the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable profit or loss,

(ii) temporary differences arising on the initial recognition of goodwill; and

(iii) temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that the

timing of the reversal of the temporary differences is controlled by the Group and it is probable that they will not

reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,

using tax rates enacted or substantively enacted at the reporting date.

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax

positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities

are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and

prior experience.

This assessment relies on estimates and assumptions and may involve a series of judgements about future events.

New information may become available that causes the Group to change its judgement regarding the adequacy of

existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is

made.

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

assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax

entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be

realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the

extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax

assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related

tax benefit will be realised.

(f) Employee benefits

(i) Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are expected

to be settled wholly within 12 months after the end of the period in which the employees render the related service

are recognised in respect of employees’ services up to the end of the reporting period and are measured at the

amounts expected to be paid when the liabilities are settled.

These include salaries and wages accrued up to the reporting date and annual leave earned, but not yet taken at the

reporting date. The Group recognises a liability and an expense for bonuses where they are contractually obliged or

where there is a past practice that has created a constructive obligation.

(ii) Defined contribution plans (Kiwisaver etc.)

Contributions to defined contribution plans are recognised in the consolidated statement of profit or loss and other

comprehensive income in the year to which they relate.

(iii) Share based payment arrangements

Equity settled transactions

The Group has provided benefits to key management personnel in the form of share-based payments, whereby

employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of

these equity-settled transactions with employees is measured by reference to the fair value benefit of the equity

instruments at the date at which they are granted. In valuing equity-settled transactions, conditions linked to the

price of the shares of 2 Cheap Cars Group Ltd (NZX:2CC - market conditions) are considered where applicable. The cost

of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which

the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant

employees become fully entitled to the award (the vesting date).

(g) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated

impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate

items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net

proceeds f rom disposal and the carrying amount of the item) is recognised in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the

expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.

(iii) Depreciation

For plant and equipment, depreciation is based on the cost of an asset less its residual value. Significant components of

individual assets that have a useful life that is different f rom the remainder of those assets are depreciated separately.

3938
Annual Report for the year ended 31 March 2024.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component

of an item of property, plant and equipment.

The useful lives and depreciation method used for significant items of property, plant and equipment are as follows:

Depreciation methods, useful lives and residual values are reviewed at reporting date and adjusted if appropriate.

(h) Inventories

Inventories are measured at the lower of cost and net realisable value with due allowance for any damaged and obsolete

stock items. The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in

acquiring the inventories and other costs incurred in bringing them to their existing location and condition

Vehicles acquired via trade-in f rom car sales with customers are initially measured at their trade-in date fair value.

(i) Financial instruments

The Group recognises financial instruments when it becomes a party to the contractual provisions of the instrument.

Financial instruments are initially measured at fair value. For those financial instruments that are classified as

amortised cost this includes directly attributable transaction costs. For those financial instruments classified as at

fair value through profit or loss, any directly attributable transaction costs are expensed in profit or loss as incurred.

Financial liabilities are measured net of transaction costs.

(i) Financial assets – classification and subsequent measurement

Financial assets are classified based on whether their repayments represent solely payments of principal and interest

(SPPI), and whether the instrument is held to collect those repayments, and/ or to be sold.

At amortised cost

These financial assets represent those held to collect SPPI, and include: trade and other receivables; loans receivable

(those that do not include waiver clauses); cash and cash equivalents (including cash in hand, deposits held at call

with banks). These financial assets are subsequently measured at amortised cost using the effective interest rate

method, less impairment.

Impairment allowances for trade receivables

Are recognised based on the simplified approach within NZ IFRS 9 using a provision matrix in the determination of

the lifetime expected credit losses. On confirmation that the trade receivable will not be collectible, the gross carrying

value of the asset is written off against the associated impairment allowance.

Impairment allowances for loans receivable

Are recognised based on a forward-looking expected credit loss (“ECL”) model. The methodology used to determine

the amount of the allowance is based on whether there has been a significant increase in credit risk since initial

recognition of the financial asset.

For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve

month expected credit losses along with gross interest income are recognised (“Stage 1”).

For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross

interest income are recognised (“Stage 2”). The Group assumes that the credit risk on a financial asset has increased

significantly if it is more than 30 days past due.

For those that are determined to be credit impaired (in default), lifetime expected credit losses along with interest

income on a net basis are recognised (“Stage 3”). The Group considers a financial asset to be in default when the

financial asset is more than 90 days past due, as well as observable evidence with respect to:

- significant financial difficulty of the borrower;

- a breach of contract, such as a default or being more than 90 days past due;

- granting to the borrower a concession for economic or contractual reasons relating to the borrower’s financial

difficulty; that the Group would not consider otherwise; or

- it is probable that the borrower will enter bankruptcy or other financial reorganisation.

When determining whether there has been a significant increase in credit risk since initial recognition of the financial

asset, and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and

available without undue cost or effort.

This includes both qualitative and quantitative information and analysis, based on the Group’s historical experience

and informed credit assessment and includes forward looking information.

The gross carrying amount of Loans receivable is written off when the Group has no reasonable expectation of

recovering the balance in its entirety or a portion thereof.

Impairment allowances for cash and cash equivalents

Balances held with “investment grade” counterparties a significant increase in credit risk is deemed not be present.

At fair value through profit or loss (non-derivatives)

These financial assets represent loans receivable (that include waiver clauses). In applying the scope exemption in NZ

IFRS 17 Insurance Contracts to these contracts, such that they are accounted for as financial assets in their entirety,

the presence of the waiver clauses results in repayments not representing SPPI. Loans receivable includes loans on

which customers voluntarily elect to opt for additional asset waiver and/or Income waiver products which are offered

by the Group.

Accordingly, these balances are classified and measured subsequently as at fair value through profit or loss.

Repayments of these loans are recognised as reductions in the carrying amount, with fair value gains or losses at each

reporting date recognised in profit or loss.

At fair value through profit or loss (derivatives)

Derivatives financial assets represent “in the money” derivative contracts that are classified and measured

subsequently as at fair value through profit or loss, with fair value gains or losses at each reporting date recognised in

profit or loss.

(ii) Financial liabilities - classification and subsequent measurement

Financial liabilities are classified as at fair value through profit or loss if it is held-for-trading, it is a derivative or it is

designated as such on initial recognition, otherwise the it is classified as at amortised cost.

At amortised cost

Includes; trade and other payables; borrowings; lease liabilities.

These financial liabilities are subsequently measured at amortised cost using the effective interest rate method.

At fair value through profit or loss (derivatives)

Derivatives financial liabilities represent “out of the money” derivative contracts that are classified and measured

subsequently as at fair value through profit or loss, with fair value gains or losses at each reporting date recognised in

profit or loss.

(iii) Derecognition of financial assets and financial liabilities

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows f rom the financial asset expire,

or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks

and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains

substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified

liability are substantially different, in which case a new financial liability based on the modified terms is recognised at

fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the

consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

Leasehold improvements6.7% - 20.0% SL

Furniture and fittings6.3% - 50.0% SL

Motor vehicles10.0% - 50.0% SL

Computer equipment20.0% - 100% SL

Workshop equipment10.0% - 50.0% SL

4140
Annual Report for the year ended 31 March 2024.

(iv) Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets and inventories, are reviewed

at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then

the asset’s recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Impairment losses directly reduce the carrying amount of assets and are recognised in profit or loss.

The estimated recoverable amount of non-financial assets is the greater of their fair value less costs to sell and value

in use. Value in use is determined by estimating future cash flows f rom the use and ultimate disposal of the asset and

discounting these to their present value using a pre-tax discount rate that reflects current market rates and the risks

specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is

determined for the cash-generating unit to which the asset belongs.

A cash-generating unit is the smallest group of assets that generates cash inflows f rom continuing use that are

largely independent of the cash inflows of the other assets or groups of assets.

Impairment losses are reversed when there is a change in the estimate used to determine the recoverable amount

and there is an indication that the impairment loss has decreased or no longer exists. An impairment loss is reversed

only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been

determined, net of depreciation or amortisation, if no impairment loss had been recognised. All impairment losses are

reversed through profit or loss.

( j) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are

recognised as a deduction f rom equity, net of any tax effects.

(k) Goods and services tax

With the exception of trade payables and receivables, all items are stated exclusive of Goods and Services Tax.

(l) Reserves

Amalgamation reserve

The amalgamation reserve represents the difference between the fair value of consideration paid and the carrying

amount of net assets in a business combination where the acquirer and acquiree are controlled by the same

(ultimate) party (business combination under common control).

(m) Leases

All leases in which the Group is a lessee are accounted for by recognising a right-of-use asset and a lease liability

except for:

• Leases of low value assets; and

• Leases with a duration of 12 months or less.

Payments associated with all leases of low-value assets and short-term leases of equipment and vehicles are

recognised on a straight-line basis as an expense in profit or loss.

(i) Initial measurement

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term,

with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this

is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is

used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index

or rate, however in such cases the initial present value determination assumes that the variable element will remain

unchanged throughout the lease term.

Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonable certain to assess that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of

termination option being exercised.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received,

and increased for:

• Lease payments made at or before commencement of the lease;

• Initial direct costs incurred; and

• The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore

the leased asset (typically make-good provisions on buildings).

(ii) Subsequent measurement

Subsequent to initial measurement Lease liabilities increase as a result of interest charged at a constant rate on the

balance outstanding and are reduced for lease payments made.

Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining

economic life of the asset if, rarely, this is judged to be shorter than the lease term. Right-of-use assets are also subject

to impairment assessment at reporting date.

(iii) Remeasurement

When the Group revises its determination of the use (or non-use) of renewal and/or termination options, the carrying

amount of the lease liability is adjusted to reflect the payments to make over the revised term, which are discounted

at the revised discount rate.

The carrying value of lease liabilities is similarly revised when the variable element of future lease payments

dependent on a rate or index is revised, however this is discounted at the original discount rate.

In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised

carrying amount being amortised over the remaining (revised) lease term.

For changes in lease payments as a result of COVID-19, the carrying value of lease liabilities is revised and discounted

at the original discount rate, with a corresponding adjustment to profit or loss (variable lease payment).

(iv) Modifications to lease agreements

When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature

of the modification:

Increases in scope:

• If the renegotiation results in one or more additional assets being leased for an amount commensurate with the

stand-alone price (i.e. market rate) for the additional rights-of-use obtained, the modification is accounted for as a

separate lease in accordance with the above policy.

• In all other cases (whether that is an extension to the lease term, or one or more additional assets being leased),

the lease liability is remeasured using the revised discount rate applicable on the modification date, with the right-

of-use asset being adjusted by the same amount.

Decreases in scope:

Both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect

the partial of full termination of the lease with any difference recognised in profit or loss.

The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated

payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the

modification date.

The right-of-use asset is adjusted by the same amount.

(n) Government grants

Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic

basis in the periods in which the associated expenses are recognised.

(o) Finance income and finance expenses

Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance expenses comprise interest expense on borrowings.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset

are recognised in profit or loss using the effective interest method.

(p) Intangible assets

Finite intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, f rom the

date that they are available for use.

The estimated useful lives for the current and comparative periods are as follows:

- Trademarks 10 years

Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.

(q) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,

deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of

three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant

risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the

consolidated statement of financial position.

4342
Annual Report for the year ended 31 March 2024.

1 During FY23 the Group received grants in the form of COVID-19 related wage subsidies f rom the New Zealand

government.

Notes to and forming part of the consolidated the financial statements

4. Revenue from contracts with customers

5. Sundry income

6. Segment reporting

Description of segments

Management has determined the operating segments based on the components of the Group that engage in

business activities, which have discrete financial information available and whose operating results are regularly

reviewed by the Group’s chief operating decision maker. The chief operating decision maker has been identified as

the Board of Directors. The Board of Directors makes decisions about how resources are allocated to the segments

and assesses their performance. Geographically the Group’s business activities are located in New Zealand.

Reportable segments have been identified as follows:

Operating segments

MAR 2024MAR 2023

$'000$'000

Sale of cars 78,764 74,902

Fair value gain/(loss) on revaluation(86) (222)

Contractual income earned on loans at fair value through profit or loss - 508

Interest on bank accounts, short term deposits and investments 588 693

Agent commissions received

- Interest agent commissions 4,899 4,427

- Insurance agent commissions 2,619 2,396

Total revenue from contracts with customers 86,783 82,704

Timing of transfer of goods and services

Point of sale income 86,281 82,564

Over time income 502 139

Total revenue 86,783 82,704

As at 31 March 2024Automotive

retail


Finance

Other

entities

Inter-entity

transactions


Total

$’000$’000$’000$'000$'000

Revenue including interest 86,306 423 11,005 (10,950) 86,784

Sundry income(5) - 25 (20) (0)

Cost of sale(68,773) 1 (8,296) 10,950 (66,118)

Interest expense - finance - - - - -

Operating expense(7,621) (203) (3,418) - (11,242)

Operating profit 9,907 222 (685) (20) 9,424

Dividend received - - - - -

Interest expense - trading(570) (169) (6) 43 (702)

Net profit before tax 9,337 53 (691) 23 8,722

As at 31 March 2023Automotive

retail


Finance

Other

entities

Inter-entity

transactions


Total

$’000$’000$’000$'000$'000

Revenue including interest 81,990 909 1,979 (2,174) 82,704

Sundry income(22) 3 50 2 33

Cost of sale(68,871) 2 (1,008) 1,972 (67,905)

Interest expense - finance - (222) - - (222)

Operating expense(8,112) (510) (3,299) 1 (11,920)

Operating profit 4,985 181 (2,278) (199) 2,689

Dividend received - - 287 (287) -

Interest expense - trading(781) (336) (7) 255 (869)

Net profit before tax 4,204 (155) (1,998) (231) 1,820

MAR 2024MAR 2023

$'000$'000

Gain/(loss) on sale of property, plant and equipment - 2

Government grants received1 - 37

Other - (6)

Total sundry income - 33

4544
Annual Report for the year ended 31 March 2024.

7. Determination of fair values

Face value versus carrying amounts

The fair value of financial assets and liabilities, together with the carrying amounts shown in the consolidated

statement of financial position, are as follows.

8. Finance expenses

9. Key operating expenses

The sensitivity analysis of a reasonably possible change in one significant unobservable input, holding other inputs

constant, of level 3 financial instruments is provided below:

The carrying amount of cash and cash equivalents, trade and other receivables and trade and other payables has

been determined to be a reasonable approximation of the fair value of the financial instrument given the short-term

nature of these financial instruments.

Borrowings relate to facilities that are repaid within a short timef rame.

Refer to Note 14 for fair value measurement information regarding loans receivable.


Carrying

amount

Fair value

(level 3)

31 March 2024Note$'000$'000

Assets

Cash and cash equivalents12 4,673 4,673

Trade receivables at amortised cost15 514 514

Other receivables15 2,602 2,602

Loans receivable - amortised cost14 1,113 1,044

Loans receivable - fair value through profit or loss14 816 816

Total 9,719 9,649

Current liabilities

Trade and other payables16 2,259 2,259

Borrowings22 1,500 1,500

Derivative financial liabilities18(13) (13)

Related party payable25 10 10

Total 3,756 3,756

Carrying

amount

Fair value

(level 3)

31 March 2023Note$'000$'000

Assets

Cash and cash equivalents12 3,767 3,767

Trade receivables at amortised cost15 380 380

Other receivables15 2,871 2,871

Loans receivable - amortised cost14 2,240 2,248

Loans receivable - fair value through profit or loss14 1,769 1,769

Total 11,027 11,035

Current liabilities

Trade and other payables16 2,743 2,743

Borrowings22 900 900

Derivative financial liabilities18 55 55

Related party payable25 10 10

Total 3,708 3,708

Profit or lossOther comprehensive income

(net of tax)

Significant unobservable inputsIncreasesDecreasesIncreasesDecreases

$’000$’000$'000$’000

Discount rate used

(+/- 5%) 40 (37) 29 (27)

Default provision used

(+/- 5%) 46 (46) 33 (33)

Waiver provision rate used

(+/- 5%) 33 (33) 24 (24)

NoteMAR 2024MAR 2023

$'000$'000

Interest expense on financial liabilities measured

at amortised cost

(214) (715)

Interest expense on lease liabilities17(362) (310)

Other(126) (66)

Finance expenses(702) (1,090)

NoteMAR 2024MAR 2023

Key operating expenses includes the following:$'000$'000

Audit fees(103) (104)

Depreciation - property, plant and equipment27(261) (211)

Depreciation - right-of-use assets17(2,065) (1,924)

Wages and salaries, Including Kiwisaver contributions(3,669) (2,673)

Expenses related to restructuring business - (977)

4746
Annual Report for the year ended 31 March 2024.

10. Earnings per share

Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the Group by the

weighted average number of ordinary shares on issue during the year, excluding shares held as treasury stock.

Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.


12. Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and short term

deposits with an original maturity of three months or less which are subject to an insignificant risk of changes in value.


13. Inventories

As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed

to be a significant increase in credit risk associated with the Group’s cash and cash equivalents balance. Credit rating

is as per Standard & Poor.

Term deposits are presented as cash equivalents if they have a maturity of three months or less f rom the date

of acquisition and are repayable with 24 hours’ notice with no loss of interest. See note 3(q) for the Group’s other

accounting policies on cash and cash equivalents.

The effective interest rate on loans receivable at amortised cost are 9.95% - 17.95%. (2023: 9.95% - 17.95%)

11. Dividends

MAR 2024MAR 2023

Numerator$'000$'000

Profit for the period 6,241 1,292

Denominator

Weighted average number of shares 45,554,500 45,554,500

EPS basic 0.14 0.03

EPS diluted 0.14 0.03

MAR 2024MAR 2023

$'000$'000

Final dividend - 287

Interim dividend 1,895 -

Total 1,895 287

MAR 2024MAR 2023

$'000$'000

Gross stock on hand 14,094 8,664

Inventory provision(221) (288)

Total inventories 13,873 8,377

Held with

credit rating

31 Mar 2024

Credit

rating

Interest

31 Mar 2024

Interest

31 Mar 2023

MAR 2024MAR 2023

$'000$'000

Cash at BankASB BankAA-5.36%4.61% 3,422 3,337

ANZ BankAA--- 120 84

Mitsui BankA-0.02%0.00% 871 275

XeBBB-- 260 71

14. Loans receivable



Opening balance (1 Apr 2022)



Amortised cost

Fair value

through profit

and loss



Total

Gross carrying value 3,455 3,442 6,897

Less: Impairment allowance (73) - (73)

Total loans receivable 3,382 3,442 6,824

Movements during the period

Advances of loans to customers 622 707 1,329

Repayments of loans by customers(2,292) (2,158) (4,450)

Movement in accrued interest 456 - 456

Movement in impairment allowance(28) - (28)

Fair value gain/(loss) on revaluation - (222) (222)

Total movements(1,242) (1,673) (2,915)

Gross carrying value 2,241 1,769 4,010

Less: Impairment allowance (101) - (101)

Total loans receivable 2,140 1,769 3,909

Closing balance (31 March 2022)

Current portion 1,029 839 1,868

Non-current portion 1,212 930 2,142

Less: Impairment allowance (101) - (101)

Total loans receivable 2,140 1,769 3,909



Opening balance (1 Apr 2023)



Amortised cost

Fair value

through profit

and loss



Total

Gross carrying value 2,241 1,769 4,010

Less: Impairment allowance (101) - (101)

Total loans receivable 2,140 1,769 3,909

Movements during the period - - -

Advances of loans to customers (1,585) (864) (2,448)

Repayments of loans by customers 442 - 442

Movement in accrued interest 15 0 15

Movement in impairment allowance(7) - (7)

Fair value gain/(loss) on revaluation - (89) (89)

Total movements(1,135) (953) (2,088)

Gross carrying value 1,113 816 1,930

Less: Impairment allowance (109) - (109)

Total loans receivable 1,005 816 1,821

Closing balance (31 March 2023)

Current portion 603 496 1,099

Non-current portion 510 321 831

Less: Impairment allowance (109) - (109)

Total loans receivable 1,005 816 1,821

4948
Annual Report for the year ended 31 March 2024.

Loans receivable measured at amortised cost (financial assets representing solely payments of principal and interest)

have been impaired at 9.8% (2023: 4.6%), using the expected credit loss model.

Loans receivable measured at fair value (financial instruments that include waiver based clauses) are modelled at fair

value and include an effective default risk impairment rate of 9.8% (2023: 4.6%), collection costs of 1%, and a discount rate

of 11.2% which are factored into the inputs of the valuation.

The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for

impairment. The provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair

value are included in the fair value gain or loss.




31 Mar 2024

Expected loss

rate

Gross finance

receivable

$’000

Collective

impairment

provision

$’000

Net finance

receivables

$’000

Current2% 746 (15) 731

Past due up to 30 days7% 169 (12) 157

Past due 30 - 60 days17% 56 (10) 46

Past due 60 - 90 days27% 12 (3) 9

91 days and over53% 131 (69) 61

9.8% 1,113 (109) 1,005




31 Mar 2023

Current2% 1,948 (46) 1,902

Past due up to 30 days7% 157 (11) 146

Past due 30 - 60 days17% 72 (12) 60

Past due 60 - 90 days27% 6 (2) 4

91 days and over53% 57 (30) 27

4.6% 2,241 (101) 2,140

15. Trade and other receivables

MAR 2024MAR 2023

$'000$'000

Movement in the impairment provisions:

Specific impairment provision

Opening balance(102) (73)

Impairment movement through profit or loss(26) (46)

Amounts written off 19 17

(109) (102)

MAR 2024MAR 2023

$'000$'000

Trade receivables 601 463

Less: Impairment allowance(87) (83)

Net trade receivables 514 380

Prepayments 2,184 2,600

Other current assets 418 271

Other receivables 2,602 2,871

MAR 2024MAR 2023

$'000$'000

Trade payables 1,621 2,210

Financial liabilities at amortised cost 1,621 2,210

Contract liabilities 185 152

Other payables 453 381

Total trade and other payables 2,259 2,743

Trade receivables generally have terms of 30 days and are interest f ree. Trade receivables of a short-term duration are

not discounted.

These financial assets are subsequently measured at amortised cost using the effective interest rate method, less

impairment.

Trade payables generally have terms of 30 days and are interest f ree. Trade payable of a short-term duration are not

discounted.

16. Trade and other payables

5150
Annual Report for the year ended 31 March 2024.

(i) Right of use assetsMAR 2024MAR 2023

$'000$'000

Opening balance 7,461 7,056

Additions and modifications 1,331 2,406

Less:

Depreciation(2,065)(1,924)

Terminations(25)(78)

Closing balance 6,702 7,461

(ii) Lease liabilities

Opening balance 7,935 7,317

Additions and modifications 1,352 2,402

Interest 362 310

Gain on changes to leases(14) (12)

Less:

Terminations(28) (78)

Repayments(2,297) (2,009)

COVID relief - -

Effects of movements in exchange rates(5) 3

Closing balance 7,306 7,934

Current portion 1,689 1,856

Non-current portion 5,617 6,078

Total lease liabilities 7,306 7,934

(iii) Balance sheet and cash flow statementMAR 2024MAR 2023

$'000$'000

Carrying amount of RoU asset (by asset class)

• Premises 6,702 7,461

• Equipment - -

Total cash outflow related to leases (principal repayments)(1,935)(1,699)

Total cash outflow related to leases (interest)(362) (310)

MAR 2024MAR 2023

$'000$'000

Liability for annual leave 631 560

Wages payables 209 274

Total 840 834

(a) Income tax recognised in profit or loss and other comprehensive incomeMAR 2024MAR 2023

$'000$'000

Income tax recognised in profit or loss

Current tax 2,510 540

Deferred tax(29) (12)

Total income tax expense 2,481 528

(b) Reconciliation of income tax expenseMAR 2024MAR 2023

$'000$'000

Income tax recognised in profit or loss

Profit before income tax expense 8,722 1,820

Tax expense at the domestic tax rate (28%)

Permanent differences 2,442 510

Timing differences 10 17

Intergroup eliminations(4)

Effects of tax rate in foreign jurisdictions 29 6

Income tax expense 2,481 528

(c) Deferred taxMAR 2024MAR 2023

$'000$'000

Income tax recognised in profit or loss

Balance at the beginning of the period 445 433

Current period movement 29 12

Deferred tax asset 474 445

Made up of:

Deferred tax asset 2,440 2,411

Deferred tax liability(1,966) (1,966)

Net balance as per above 474 445

17. Leases

The Group leases a number of properties and equipment in the jurisdiction f rom which it operates.

(i) Variable lease payments

As standard industry practice, several of the Group’s property leases are subject to periodic CPI increases and/or

market rent reviews. A 1% increase in these payments would result in an additional $23,130 (2023: $20,090) cash outflow

compared to the current period’s cash outflow. (2023: 1%)

(ii) Lease term – use of renewal and termination options

The Group’s property leases typically include renewal and termination options. The Group must assess whether it

reasonably expects (or not) to exercise these when determining the lease term.

(iii) Short term leases

As at 31 March 2024 short-term lease expense (excluding leases of 1 month or less) being $39,600

These are all leases that exclude 1 month or less in duration, which management have assessed do not qualify as a lease

under NZ IFRS16 leases and have not been capitalised as a result.



18. Derivative financial instruments

Forward contracts were taken out during the year to provide cover for risks that could potentially arise f rom foreign

currency fluctuations in the buying & selling of inventories. If the contracts are realised at fair market value at the

balance date, this would result in a foreign exchange gain on derivatives of $13k as at 31 March 2024 (31 March 2023:

Foreign exchange loss of $55k).




19. Employee benefit liabilities

20. Income tax

5352
Annual Report for the year ended 31 March 2024.

Deferred tax assets are attributable to the following:MAR 2024MAR 2023

$'000$'000

Inventory provision 62 81

Employee benefits 155 143

Doubtful debt 24 51

Others 24 -

Contract liabilities 41 37

Lease liabilities 2,044 2,215

Right-of-use asset(1,875) (2,082)

Total 474 445

MAR 2024MAR 2023

$'000$'000

Imputation credits at 1 April(3,625) (3,595)

New Zealand Tax payments, net of refunds(452) (142)

Imputation credits attached to dividends received(1) -

Imputation credits attached to dividends paid 737 112

Total(3,341) (3,625)

MAR 2024MAR 2023

$'000$'000

Motor vehicle finance credit facility - 900

Retail trade finance facility 1,500 -

Total trade finance facility 1,500 900

Number of ordinary sharesMAR 2024MAR 2023

Opening balance 45,554,500 45,554,500

Total issued and authorised capital 45,554,500 45,554,500

Dollar value of ordinary sharesMAR 2024MAR 2023

$'000$'000

Opening balance 39,344 39,365

Share option scheme - (21)

Total issued and authorised capital 39,344 39,344

21. Imputation credits

22. Borrowings

23. Share capital

24. Share-based payment arrangements

The imputation credits are available to shareholders of the group:

- Through the company

- Through subsidiaries

During the year, the motor vehicle finance credit facility was fully repaid.

As indicated in last year’s subsequent events, a new trade facility of $5.0m was in place prior to the signing of the

FY23 financial statements.


All issued shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends

as declared f rom time to time and are entitled to one vote per share at meetings of the Group and rank equally with

regard to the Group’s residual assets.



31 March 2024

The share option programme was discontinued in FY2023.

31 March 2023

The share option programme was discontinued in FY2023 with the departure of the previous CEO.

MAR 2024MAR 2023

$'000$'000

Short-term employee benefits 1,301 1,460

Director fees 290 261

Consultancy21-

Defined contribution plans 38 33

Termination benefits 51 250

Total key management personnel remuneration 1,701 2,004

Transactions with related parties

Transactions for the periodBalance outstanding at balance date

MAR 2024MAR 2023MAR 2024MAR 2023

$'000$'000$'000$'000

Yusuke Sena - - 10 10

- - 10 10

25. Related parties

Identity of related parties

The group has a related party relationship with its key management personnel being the Directors and Executive

Officers.

Key management personnel

Key management personnel represent the Board of Directors, and the Senior Leadership team including the Managing

Directors, Chief Executive Officer and Chief Financial Officer.

5554
Annual Report for the year ended 31 March 2024.

31 March 2024Credit rating *Cash and cash

equivalents

InvestmentsTotal

$’000$’000$’000

ASB BankAA- 3,422 - 3,422

ANZ BankAA- 120 - 120

Mitsui BankA- 871 - 871

XeBBB 260 - 260

4,673 - 4,673

31 March 2023Credit rating *Cash and cash

equivalents

InvestmentsTotal

$’000$’000$’000

ASB BankAA- 3,337 - 3,337

ANZ BankAA- 84 - 84

Mitsui BankA- 275 - 275

XeBBB 71 - 71

3,767 - 3,767

26. Financial instruments - risk management

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and,

whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes

that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board

receives monthly reports f rom the Chief Financial Officer through which it reviews the effectiveness of the processes put

in place and the appropriateness of the objectives and policies it sets. The Group’s internal finance team also review the

risk management policies and processes and report their findings to the Audit Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting

the Groups competitiveness and flexibility. Further details regarding these policies as they relate to the specific financial

risks that the Group is exposed to are set out below.

Through its operations, the Group is exposed to the following financial risks:

(a) Credit risk

(b) Market risk

(c) Liquidity risk

(d) Currency risk

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their contractual

obligations.

The Group’s exposure to credit risk is represented by the carrying amount of cash and cash equivalents and

investments.

As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed

to be a significant increase in credit risk associated with the Group’s Cash and cash equivalents balance. Credit rating

is as per Standard & Poor.

The Group has an Audit & Risk Committee that monitors credit risk as part of its wider duties.

Cash and cash equivalents held with financial institutions are presented in the table below:

* Standard & Poor’s

Interest rates on interest bearing cash and cash equivalents and investments range between 0.02% - 5.36%

(2022: 0.86% - 0.4.61%).

(b) Market risk

Market risk arises f rom the Group’s:

- Use of interest-bearing borrowings (interest rate risk); and

- Purchases in foreign currencies (foreign currency exchange risk).

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate because of

changes in market interest rates.

The Group is exposed to fair value interest rate risk f rom its fixed / variable rate borrowing and lease liabilities, with rates

between 9.3% - 3.3% (2023: 9.4% - 3.75%).

ii. Foreign currency exchange risk

The Group currently does not have any sales transactions denominated in foreign currencies, however, the Group has

purchases transactions denominated in foreign currencies.

During the current reporting period, the Group has purchased used cars with purchase prices denominated in foreign

currencies (YEN).

To mitigate foreign exchange risk on significant purchases, the Group enters into forward exchange contracts to match

the timing and amount of payments due. Derivatives are initially recognised at fair value on the date a derivative

contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period.

The Group does not apply hedge accounting to these transactions, and they are classified as held for trading for

accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or

liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. They are

considered level 2 fair value measurements being based on the present value of future cash flows based on the forward

exchange rates at the reporting date.

There are open forward exchange contracts of $4.0m at the end of the reporting period (2023: $5.2m).

The net foreign exchange loss recognised for the year was $0.79m (2023: $0.32m loss).

(c) Liquidity risk

Liquidity risk arises f rom the Group’s management of working capital. It is the risk that the Group will encounter

difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become

due. To achieve this the Group maintains a monthly forecast on its future cash position to ensure it can meet financial

obligations when they fall due.

The Board receives monthly financial statements which include statements of financial position, performance and cash

flows, as well as budget/forecast variance reports, to ensure it holds or will hold cash equivalents to meet its obligations.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial

liabilities:

As at 31 March 2024Up to

3 months

Between

3 and 12

months

Between

1 and 2 years

Between

2 and 5 years

Over 5 yearsTotal

$’000$’000$’000$’000$’000$’000

Trade and other payables 1,541 651 21 46 - 2,259

Borrowings 1,500 - - - - 1,500

Lease liabilities 559 1,470 1,861 3,553 743 8,186

Total 3,600 2,121 1,882 3,599 743 11,945

As at 31 March 2023Up to

3 months

Between

3 and 12

months

Between

1 and 2 years

Between

2 and 5 years

Over 5 yearsTotal

$’000$’000$’000$’000$’000$’000

Trade and other payables 2,357 339 20 27 - 2,743

Borrowings 900 - - - - 900

Lease liabilities 569 1,628 1,538 3,771 1,532 9,038

Total 3,826 1,967 1,558 3,798 1,532 12,681

5756
Annual Report for the year ended 31 March 2024.

27. Property, plant and equipment

The Group has reviewed each items of property, plant and equipment and no impairment charge was recognised for

the year ended 31 March 2024 (March 2023: Nil).

Depreciation methodology

The group recognises depreciation on a straight line basis.

Leasehold

improvements

Motor

vehicles

Furniture &

fittings

Computer

equipment

Workshop

equipment

Total

Cost$’000$’000$’000$’000$’000$’000

Balance at 1 April 2023 636 525 718 610 117 2,606

Additions 254 29 19 40 112 782

Disposals(1) (2) - (1) (26) (53)

Balance at 31 March 2024 889 552 737 649 203 3,335

Leasehold

improvements

Motor

vehicles

Furniture &

fittings

Computer

equipment

Workshop

equipment

Total

Cost$’000$’000$’000$’000$’000$’000

Balance at 1 April 2022 511 593 644 578 112 2,438

Additions 125 26 102 44 8 305

Disposals - (94) (28) (12) (4) (138)

Balance at 31 March 2023 636 525 718 610 117 2,605

Accumulated depreciation

Balance at 1 April 2023(158) (266) (337) (487) (38) (1,286)

Depreciation(55) (78) (45) (64) (19) (261)

Disposals - 3 - - - 3

Effect of exchange rate - (4) - - - (4)

Balance at 31 March 2024(213) (345) (382) (551) (57) (1,548)

Accumulated depreciation

Balance at 1 April 2022(115) (238) (297) (429) (24) (211)

Depreciation(43) (52) (42) (59) (14) (19)

Disposals - 15 2 1 1 9

Effect of exchange rate - 9 - - - -

Balance at 31 March 2023(158) (266) (337) (487) (38) (1,286)

Net book value

As at 31 March 2024 676 512 355 98 146 1,787

Net book value

As at 31 March 2023 477 259 381 123 79 1,319

MAR 2024MAR 2023

$'000$'000

Net profit for the year 6,241 1,292

Depreciation of property, plant and equipment 2,332 2,134

Amortisation of intangible fixed assets

Stock provision(67)

Provisions and fair value gains 242

Loss/(gain) on sale of property, plant and equipment - (2)

Foreign exchange - 77

Income tax expense 2,481 528

Finance expense 214 (255)

Impairment of related parties - -

5,202 3,774

Movements in working capital:

(Increase)/decrease in trade and other receivables 2,182 4,528

Increase/(decrease) in trade and other payables(732) 491

(Increase)/decrease in inventory(5,430) 4,631

(3,979) 9,650

Cash generated from operations 7,464 13,424

Income taxes paid(544) (161)

Net cash flows from operating activities 6,921 13,263

28. Notes supporting statement of cash flows

29. Contingent liabilities

30. Subsequent events

Reconciliation of profit after tax with net cash flow f rom operating activities


ASB Bank Limited has given a guarantee to the landlord on behalf of the Group to secure premises.

The maximum guarantee is for $2,368,014 (March 2023: $1,316,959).

On 22 April 2024, the company announced the resignation of CEO, Paul Millward, with founder and majority shareholder,

David Sena taking over as CEO f rom 1 June 2024. (2023: The trade finance facility expired on 30 April and was extended

until 31 May 2023 to provide the buisness time to execute a new trade facility. The new trade facility for $5.0m was in

place prior to the signing of the financial statements.)

59
58

Annual Report for the year ended 31 March 2024

This statement of Corporate Governance is correct as of 31 May 2024

and was approved by the Board on 27 June 2024

This statement outlines the principles, practices, and

policies that guide the Company’s operations and

decision-making including the roles and responsibilities

of its Board of Directors, management team, and various

committees. It also outlines the Company’s approach to

key issues such as risk management, ethical conduct,

and transparency.

The Board has set the Company’s corporate governance

arrangements having regard to the NZX Corporate

Governance Code (Code) recommendations. The

Company believes that its corporate governance

practices in FY24 are materially in line with the Code

published on 1 April 2023. This governance statement

summarises:

• the Company’s corporate governance practices;

• the areas where the recommendations of the Code are

not fully complied with; and

• those areas where further work is being undertaken to

reach full compliance.

The Company takes a continuous improvement

approach to corporate governance such that its policies

are reviewed on a regular basis. Key governance policies

and charters can be viewed on the Company’s website at

www.2cheapcars.co.nz/investors/.

Principle 1: Culture and ethical behaviour

The Company has adopted a written Code of Culture and

Ethical Behaviour (CCEB) that outlines the Company’s

core values. It sets out explicit expectations for ethical

decision-making and personal behaviour for the Board of

Directors (Directors, and the Board) and employees. The

CCEB is available to all Directors, volunteers, employees

and contractors of the Company and its subsidiaries (2CC

personnel),and is publicly available on the Company’s

website.

Previously incorporated in the CCEB, in November 2023

the company formally adopted a standalone ‘Whistle

Blower’ policy. This policy outlines a f ramework for

whistle blower protection if Company personnel report a

breach or suspected breach of law, regulation, Company

policy or other serious wrongdoing.

The Company’s Financial Products Dealing Policy,

along with the Financial Markets Conduct Act 2013,

imposes limitations and requirements on Directors and

employees in dealing in the Company’s shares. These

limitations prohibit dealing in shares while in possession

of inside information and impose requirements for

seeking consent to trade.

Principle 2: Board composition and

performance

Board composition and performance

As at 31 March 2024, the Board has three Directors, two of

whom are Independent Directors – Michael Stiassny and

Gordon Shaw, and an Executive Director David Sena.

In order for a Director to be independent, the Board has

determined that he or she must not be an employee (as

defined in the NZX Listing Rules) of the Company or any

of its subsidiaries and have no disqualifying relationships

(as defined in the NZX Listing Rules). Independence

is determined by the Board in accordance with the

independence requirements of the NZX Listing Rules;

and having regard to the factors described in the Code.

Each Director has experience, skills and expertise that

are of value to the Company. Profiles of Directors are

available on the Company’s website, and Directors’

interests are disclosed on page 70 of the Company’s 2024

Annual Report.

The roles and responsibilities of the Board are detailed

in the Board Charter, which was most recently reviewed

and approved in November 2023, and is available on the

Company’s website. The Board’s primary objective is to

act at all times in a manner designed to create and grow

sustainable value for our shareholders. The Directors are

expected to be cognisant of the duties and obligations

imposed on them by the Company’s Constitution, the

NZX Listing Rules and by law.

Annual Report for the year ended 31 March 2024

STATEMENT

OF CORPORATE

GOVERNANCE

Annual Report for the year ended 31 March 2024.

The Board has delegated authority for day-to-day

leadership and management of the business to the

CEO, who in turn has sub-delegated authority to other

Company management with specified financial and non-

financial limits.

The Company’s Delegations of Authority Policy is

reviewed annually by the Board.

The number of elected Directors, and the procedure

for their retirement and election at annual meetings,

is determined in accordance with the Company’s

Constitution and the NZX Listing Rules.

The Company has not established a separate nominations

committee to recommend Director appointments to

the Board, as this function is carried out by the whole

Board, as permitted by recommendation 3.4. All Directors

are involved in the consideration of Board composition

and nominations and take into account a number of

factors including qualifications, capability, experience,

judgment and skills, and the ability to work with other

Directors. Shareholders may also nominate candidates for

election to the Board. Reference checks are carried out

on all candidates and key information about candidates

is provided to shareholders to assist their decision as to

whether or not to elect or re-elect a candidate. Board

members enter into written agreements with the

Company, outlining the terms of their appointment.

Directors are encouraged to undertake appropriate

training and education to ensure they remain up-to-

date on best practice to perform their duties. In addition,

management provide regular updates on relevant

industry and Company issues such as briefings f rom

Senior Executives.

All Directors have access to Executives to discuss issues,

get information on specific areas in relation to matters

to be discussed at Board meetings and for other areas

as they consider appropriate. Subject to the approval

of the Board Chair, Committees and Directors have the

right to seek independent professional advice where the

Committee or individual deems it necessary to carry out

its, his or her functions. This advice is at the Company’s

expense.

The Company has arranged a policy of Director and

Officer’ liability insurance with Vero Liability Insurance

Limited. This policy covers Directors and Officers so that

any monetary loss suffered by them, as a result of actions

undertaken by them as a Director or Officer, is insured to

specified limits (and subject to legal requirements and/or

restrictions).

The Chair meets regularly with Directors to discuss and

assess individual performance of the Directors.

In accordance with its Charter, the Board will review

and assess its performance as a whole and committee

performance on an annual basis, and in such manner as

the Board deems appropriate.

Diversity

The Company is committed to equal employment

opportunities and treating all individuals fairly and with

respect. The Company has a diverse workforce and

recognises that everyone has individual differences which

can be leveraged to create stronger teams and drive

stronger business performance.

The Company’s approach to diversity is outlined in

the Company’s Diversity and Inclusion Policy, which is

available on the Company’s website. Key areas of focus

are:

• Recruitment and retention of a diverse workforce

• Creating a supportive working environment

• People development

• Recognition and reward based on merit.

The Board has set diversity objectives in accordance

with the Diversity and Inclusion Policy; however, they are

not currently being measured (as recommended under

Recommendation 2.5 of the Code).

The Board is committed to all objectives detailed in

the Diversity and Inclusion Policy. The Board discusses

diversity and inclusion with management and is

conf ident the Company is meeting its commitments

and objectives in this regard. Any issues arising through

non-adherence to the Policy are discussed by the Board

and resolved to ensure all Company personnel act in

accordance with - and in the spirit of - the Policy.

The Board has reviewed its required diversity profile

and considers the make-up of the Board is currently

sufficiently diverse for the purposes of forming a strong

team, providing specialised knowledge and expertise in

relevant markets and driving business performance.

As at 31 March 2024 the composition of Directors and

Officers of the Company were all male.

(An Officer is a person who is concerned or who takes

part in the management of the Company’s business and

reports directly to the Board or the CEO).

As At 31 March 2024:MaleFemaleGender

diverse

Directors 3 --

Officers 2 --

As At 31 March 2023:MaleFemaleGender

diverse

Directors 3 --

Officers 2 --

58

6160
Annual Report for the year ended 31 March 2024.

STATEMENT OF CORPORATE GOVERNANCE

Continued

STATEMENT OF CORPORATE GOVERNANCE

Continued

CommitteeRoleMembers

Audit, Finance and Risk

Management Committee

The main purpose of this Committee is to assist the

Board in providing oversight of matters relating

to the quality and integrity of financial reporting,

independence and performance of the external

auditors, effectiveness and objectivity of the internal

audit programme and oversight of business risks and

compliance activities.

Gordon Shaw (Chair)

Michael Stiassny

David Sena

Remuneration CommitteeThis Committee has been established to assist the

Board in fulfilling its responsibilities in relation to the

following matters:

1. Formal and transparent method for determining

Directors’ remuneration.

2. Remuneration of the CEO.

3. Review of the remuneration recommendations

made by the CEO for the senior management team.

4. Consideration and review of any incentive plans or

payment targets and calculations for the CEO and

senior management team.

5. Review of the overall Company-wide salary and

incentive policies.

Gordon Shaw (Chair)

Michael Stiassny

David Sena

Principle 3: Board Committees

The Board has delegated a number of its responsibilities to Committees to assist in the execution of the Board’s

responsibilities. The use of Committees allows issues requiring detailed consideration to be dealt with separately

by members of the Board who have specialist knowledge and experience, thereby enhancing the efficiency and

effectiveness of the Board. However, the Board retains ultimate responsibility for Committee functions, and determines

their responsibilities. Copies of relevant Committee Charters can be found on the Company’s website.

Although recommendation 3.1 of the Code recommends that the Audit Committee should be majority independent and

comprise solely of non-executive Directors, the current composition of the Board means that all Directors are currently

members of all committees including David Sena who is an Executive Director (as Listing Rule 2.13.1 requires a minimum

of three members in the Audit Committee). As further explained on page 73, this was not the case between 17 March

2023 to the week ended 19 May 2023.

Members of the Board can attend any Committee meeting and minutes of Committee meetings are available to

all members. Each Committee is empowered to seek any information it requires f rom the Company’s personnel to

undertake their duties. Committees can also get independent legal or other professional advice (with Chair approval).

Special purpose Committees may be formed to review and monitor specific projects together with senior management.

In the case of a takeover offer, the Company would engage expert legal and financial advisors to provide advice.

Takeover protocols have been developed and formally adopted by the Board in compliance with Recommendation 3.6

of the Code. The Company’s Takeovers Code can be found on the Company’s website.

The Board Committees as at 31 May 2024 were:

For the reasons stated on page 73, the above committees and the Board did not comprise a majority of independent

directors, nor was the chair of the Audit, Finance and Risk Management Committee independent between 17 March 2023

to the week ended 19 May 2023. Therefore, recommendations 2.8, 3.1, 3.3 and 3.4 were not complied with over that time.

The Audit, Finance and Risk Management Committee is comprised of a majority of Independent Directors but it includes

the Executive Director. The Chair of the Audit, Finance and Risk Management Committee is not the Chair of the Board.

The Audit & Risk Management Committee Charter sets out the policies and practices of the Board of Directors regarding

the financial audit and risk management processes and is available on the Company’s website.

Employees of the Company only attend meetings of the Audit, Finance and Risk Management Committee at the

invitation of the Committee.

The Remuneration Committee is comprised of a majority of Independent Directors. Management attendance at

meetings of the Remuneration Committee is by invitation of the Committee, noting that the Executive Director is a

member. As further explained on page 73, the Committees did not have a majority of Independent Directors between 17

March 2023 to the week ended 19 May 2023.

Principle 4: Reporting and disclosure

The Company is committed to keeping investors and the market informed of all material information about the

Company and its performance in a timely manner. In addition to all information required by law, the Company seeks to

provide sufficient meaningful information to ensure stakeholders and investors are well informed.

The Company’s Continuous Disclosure Policy sets out the principles and requirements of this commitment to timely and

balanced disclosures.

For the financial year ended 31 March 2024, the Directors believe that proper accounting records have been kept which

enable, with reasonable accuracy, the determination of the financial position of the Company and facilitate compliance

of the financial statements with the Financial Markets Conduct Act 2013.

The CEO and the CFO are required to provide a letter of representation to the Board confirming that:

The 2CC Group’s financial statements have been prepared in accordance with accepted accounting standards in New

Zealand, are f ree of material misstatements, including omissions, give a true and fair view of the financial performance

and position of the 2CC Group and the financial records have been properly prepared;

• The representations are based on a sound system of risk management, internal compliance and controls that provide

for the implementation of the policies adopted by the Board; and

• 2CC Group’s risk management and internal control systems are operating effectively in all material respects.

• A letter of representation confirming those matters was received in relation to the FY24 financial statements.

The Board has given due consideration to the importance of non-financial disclosure and recognises the importance of

non-financial disclosure including environmental, economic and social and government (ESG) considerations.

However, given the size of the Company it has elected to not yet implement a formal ESG policy or provide the level

of reporting on environmental, economic and social sustainability factors and processes to the level recommended in

principle 4.4 of the Code, including as to how operational or non-financial targets are measured. The Company’s Annual

Report does discuss the role the Company is playing with respect to the implementation of lower emission vehicles in

the ‘FY24 in Review’ section, and in the commentary provided on page 65 of this Annual Report.

Attendance at Board and Committee meetings during FY24 was:

AttendeeBoardAudit, Finance and Risk

Management Committee

Remuneration

Committee

Michael Stiassny1433

Gordon Shaw1433

David Sena1433

Total meetings held 143 3

6362
Annual Report for the year ended 31 March 2024.

STATEMENT OF CORPORATE GOVERNANCE

Continued

STATEMENT OF CORPORATE GOVERNANCE

Continued

Principle 5: Remuneration

Remuneration of Directors and the senior management

team is the key responsibility of the Remuneration

Committee. External advice has been sought to ensure

remuneration is benchmarked to the market for senior

management positions.

The Company has adopted a Remuneration Policy which

relates to Non-Executive Directors and senior managers.

The Remuneration Policy is designed to ensure that

remuneration practices of the Company are fair and

appropriate, and that there is a clear link between

remuneration and performance.

At present, the weightings of remuneration for

senior management are geared towards a fixed basis

remuneration with a short-term incentive scheme

in place for select senior management. No equity-

based incentive scheme is currently in place. Fixed

remuneration is determined having regard to the

scale and complexity of the relevant employee’s role.

It includes all benefits, allowances and deductions.

Adjustments to fixed remuneration are not automatic,

they are based on performance and reviewed annually by

the Remuneration Committee.

Remuneration of the Non-Executive Directors is

determined by the Board on the recommendation of the

Remuneration Committee.

There is no requirement for the Directors to hold shares.

Details of Director and Executive remuneration

(including remuneration arrangements for the CEO) in

FY24 are provided on pages 71-72 of this Annual Report.

Principle 6: Risk management

The Board has overall responsibility for the Company’s

system of risk management and internal controls, and

procedures are in place to provide control within the

management and reporting structure.

In addition, the Audit, Finance and Risk Management

Committee provides an additional and more specialised

oversight of Company risks. The Audit, Finance and Risk

Management Committee Charter provides detail around

the specific responsibilities of the Committee related to

risk management.

The Committee reviews and recommends to the Board

for approval the Company’s half year and annual financial

statements. The Committee also advises the Directors as

to whether the Company’s financial statements comply

with applicable laws and regulations.

Monthly management reporting is provided to the

Board in order to monitor the Company’s performance

against budget and other objectives. The responsibilities

of the Audit, Finance and Risk Management Committee

include :

• Ensuring that management is implementing, and

reporting to the Committee, the Company’s risk

management f ramework (including the maintenance

of the risk register) and policies.

• Reporting to the Board on the development of existing

risks and the emergence of new risks.

• Reporting to the Board on the main risks to the Group’s

performance, how these main risks are being managed

under the Group’s risk management f ramework and

on any incident involving f raud or other breakdown of

internal controls.

A structured f ramework is in place for capital

expenditure. This includes appropriate authorisation

and approval levels that place an emphasis on the

commercial logic for an investment. Under a formal

Delegation of Authority policy, the Board has set limits

on management’s ability to incur expenditure, enter into

contracts and acquire or dispose of assets.

Risk profiles that identify, assess, monitor and report the

Company’s key business risks are formally reviewed by

the Board annually as part of the Board’s risk assessment

process. Risk profiles also identify key risk mitigation

strategies which are in place.

Key riskDescription of riskMitigation

Import

concentration

risk

As a Japanese used car importer, the Company

is fully reliant on the existing Japanese

auction and export process, and is exposed to

fluctuations in foreign exchange rates, border

restrictions and regulation changes.

If the Company could not source cars f rom

Japan, it may need to establish a similar

process in other countries, thereby incurring

costs.

Japan is exposed to typhoons and is home to

marmorated stink bugs, an invasive pest to

New Zealand. Both present a level of specific

risk to importing f rom Japan.

While the Company takes forward cover on

currency exchange rates, long-term trends

in the Japanese Yen to New Zealand Dollar

exchange rate cannot be fully hedged and may

affect margins.

During stink bug season (September-April),

imported cars undergo heat treatment,

adding a small cost. If a stink bug is found,

NZ’s Ministry of Primary Industries denies

entry unless the ship is heat-treated. This has

impacted Japanese used car imports and,

consequently, inventory/sales in the past.

Economic

downturn

The current economic downturn in New

Zealand presents a risk as it can lead to

decreased consumer spending and a reduction

in vehicle demand.

In addition, tighter credit conditions, make

it more difficult for consumers to secure

financing for vehicle purchases, impacting

sales and overall financial performance.

The Company’s brand positioning enables it to

effectively mitigate these risks.

During periods of economic downturn,

consumers tend to trade down, often

increasing demand for lower-priced vehicles.

The Company’s strategic shift towards a mix of

lower-running-cost, hybrid vehicles, provides

an additional layer of resilience.

Key person riskThe Company’s operation is reliant on certain

key personnel, including its founder and CEO,

David Sena. If the key person was to leave the

Company without a suitable transition period,

financial performance could be materially

affected.

This risk can be mitigated with suitable

transition periods. Further, the founder has

a significant majority equity stake in the

business, incentivising him to prioritise the

Company’s financial performance over the

medium to longer term.

Regulatory riskAny changes in the Government’s laws or

regulatory settings have the potential to

impact the business.

The current Clean Car Standard mandates

used light vehicle importers to reduce carbon

dioxide emissions of those vehicles or face

fines.

A credit/debit system has been implemented,

potentially exposing the Company to penalties

on certain imported vehicles.

The Company has successfully adapted

its procurement model as required to suit

regulatory changes.

Any additional costs incurred as a result of

the Clean Car Standard are directly passed on

to consumers through higher retail pricing.

All used car importers are subject to the

same requirements. 2 Cheap Cars’ market

position as one of the more affordable used car

dealerships is expected to be maintained.

The Company is currently in credit under the

Clean Car Standard scheme.

NZMF credit

quality risk

NZMF’s vehicle finance loan book exposes the

Company’s balance sheet to poor performing

loans. If a significant number of NZMF loans

default, the Company’s financial performance

could be materially affected.

As the Company’s loan book is now in wind

down mode, with no new finance written since

FY22, this risk continues to decline.

The Company has professional collection and

recovery systems, utilising approved third-party

collection houses and agents, enabling it to.

deal with any arrears at the earliest possible

stage.

6564
Annual Report For The Year Ended 31 March 2024.

STATEMENT OF CORPORATE GOVERNANCE

Continued

Health and safety

The Board is directly responsible for monitoring corporate

risk assessment processes and is committed to ensuring

a high quality, safe and healthy environment for everyone

who works at the Company, its visitors, customers and

partners.

The Company is committed to developing, improving

and reinforcing its safety culture. Key to this commitment

is continuously improving leadership capacity and

simplifying tools and systems. Paragraph 2.3.3 of the

Board Charter describes how the Company manages its

health and safety risks.

The Board receives monthly updates on health and safety

performance, including performance against plan and

‘near miss’ reporting.

The Company seeks to provide a healthy and safe

workplace with a KPI goal of zero serious harm accidents

and incidents. No serious harm accidents occurred in

FY24. The Company strives to create an environment

where employees report all near miss accidents and

incidents, however minor, with the objective to identify

potential harm and promote continuous improvement.

Vehicles are the biggest risk area for our staff. This

includes risks associated with vehicle movements at

our dealerships as well as in our logistics and vehicle

processing Hub.

The Company engages a third-party specialist to perform

health and safety reviews, ensuring staff are working in

the safest possible environment. These reviews identify

site hazards, ensure full compliance and recommend

any appropriate corrective actions. The latest review

was presented to the Board in March 2024, with agreed

improvement actions completed by 30 April 2024.

All staff are provided with the Company handbook which

contains the risk management policy, health and safety

policy and guidelines for keeping safe while at work. Staff

are required to confirm that they have received and read

this.

Principle 7: Auditors

For the year ended 31 March 2024, UHY Haines Norton

Sydney was the external auditor of the Company.

The Audit, Finance and Risk Management Committee

monitors the ongoing independence, quality and

performance of the external auditors and audit partner

rotation. The Audit, Finance and Risk Management

Committee Charter establishes a f ramework for the

Company’s relationship with its external auditors in

accordance with Recommendation 7.1 of the Code.

The Committee pre-approves any non-audit work

undertaken by UHY Haines Norton Sydney. UHY Haines

Norton Sydney did not provide any non-audit services to

the Company or its subsidiaries during FY24.

The fees paid for audit services in FY24 are identified

on page 45 of the Company’s 2024 Annual Report. The

Company’s external auditors are expected to attend the

2024 Annual Shareholders’ Meeting.

For the purposes of recommendation 7.3 of the Code,

given the comparatively small Company size, there is no

discrete internal audit function. However, a number of

controls are embedded within the Company’s normal

operations, including but not limited to: risk management;

information systems; security; health and safety; conflicts

of interest; and f raud prevention and detection.

Principle 8: Shareholder rights and relations

The Company maintains open channels of

communication with shareholders and interested

stakeholders. It also seeks to encourage effective

participation at Company shareholder meetings,

distributing shareholder communications in accordance

with the NZX Listing Rules and any relevant legislation.

The Company uses a variety of channels and technologies

to keep its shareholders informed. Information is available

via market announcements through NZX, the Company’s

share registry, the Company’s website, results conference

calls, annual reports and annual shareholder meetings.

Shareholders are also able to communicate electronically

with both the Company and its share registry.

All market releases carry the Company’s contact

details and the Company undertakes to respond to

all shareholder communications within a reasonable

timef rame.

Shareholders are encouraged to attend the annual

meeting and may raise matters for discussion at this

event. They can also vote on major decisions which affect

the Company. Voting is by poll, upholding the ‘one share,

one vote’ philosophy. Shareholders can also vote by proxy

ahead of meetings.

Notices of annual or special shareholder meetings are

posted on the Company’s website and to the NZX as

soon as possible, and at least 20 working days prior to the

meeting.

In addition to shareholders, the Company has a wide

range of stakeholders and maintains open channels of

communication for all audiences such as brokers, the

investing community and the New Zealand Shareholders’

Association, as well as its staff, suppliers and customers.

The Company has a number of policies which uphold

stakeholder interests, including but not limited to the

Continuous Disclosure Policy and Financial Products

Dealing Policy.

Environmental

2 Cheap Cars is committed to contributing to an overall reduction in New Zealand’s carbon emissions through its core

business and by employing practices to minimise the environmental impact of its operations.

2 Cheap Cars is a leader in New Zealand’s low-emission used vehicle market, with a clear strategy to promote and sell a

high percentage of electric and hybrid electric vehicles (EVs/HEVs). This has seen sales of EVs and HEVs grow f rom 27%

of total car sales in FY2022, to 56% in FY2024. The Company intends to retain this leadership position by continuing to

source quality, affordable EVs and HEVs which remain a core focus of its used car offer.

Hybrid / Electric vehicles

Reducing the Company’s internal emissions

2 Cheap Cars acknowledges the importance of environmental preservation and values the benefits of a clean,

pollution-f ree environment.

The Company’s emissions are primarily generated by vehicle transportation, including shipping between Japan and

New Zealand, and national distribution f rom the processing Hub in Auckland to dealerships across the country.

The Company is committed to reducing emissions f rom national road transportation of our vehicles by selecting fuel

efficient and alternative fuel carriers wherever possible.

The Company’s strategic decision to insource as many operational activities as possible is reducing the need to transport

vehicles to and f rom external suppliers. Once the vehicles are landed in Auckland, compliance procedures, panel and

paint, and mechanical repairs are increasingly done inhouse which has significantly reduced emissions.

The Company notes that internal carbon offset initiatives will remain a significant part of our sustainability efforts:

• 80% of the company-owned vehicles are hybrid.

• The vehicle processing Hub has been upgraded with energy-efficient LED lighting and day/night sensors to minimise

power consumption.

• We adhere to best practices for waste disposal and the use of chemical substances.

• Recycling is an integral part of our waste management program. We collect used oil f rom the vehicle service process

and provide it to an external company for eco-f riendly recycling. We also recycle old vehicle batteries.

• To reduce paper usage, we encourage the use of electronic filing.

• Energy usage at the vehicle processing Hub is regularly audited to enable us to consistently improve energy and water

consumption wherever possible.

27%

FY22

42%

FY23

FY24

56%

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

66
Annual Report for the year ended 31 March 2024.

67

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Social

We understand that our people are the heart of our business. Therefore, 2 Cheap Cars is dedicated to providing

employees with a safe working environment, good conditions and ensuring their wellbeing.

As an industrial business, we prioritise health and safety. In FY23, we conducted an external Health and Safety review,

focusing on our Auckland Hub operations, and implemented a clear action plan to maintain high workplace health

and safety standards. These standards are extended to our car yards and other operational sites. Our commitment is

to ensure a safe and healthy workplace culture is maintained and that we achieve zero serious harm accidents and

incidents each year. We are pleased to report this goal was successfully achieved in the FY24 period.

The safety of our team members, visitors, and customers remains our highest priority, and we are dedicated to ensuring

everyone returns home safely each day.

In addition, we undertake a variety of activities and provide services to ensure our people are well-supported including:

• Ensuring flexible working conditions (such as hybrid work f rom home options), support for relevant office staff, and

flexible working hours for production and office staff are available as needed.

• Conducting team building events with staff and suppliers to enhance employee engagement, build stronger

relationships and to celebrate success.

• Providing employees with access to the Xero Assistance programme which offers f ree and confidential mental

health counselling and resources.

• Tailoring professional development opportunities that ensure our people deepen and expand their skills, including

our sales team participating in our Leadership Expectations course. This training has led to more meaningful

development plans and conversations resulting in an increase in retention and a strong record of internal

promotions.

• 2 Cheap Cars is an equal opportunity employer that benefits f rom having a diverse employee base. We have

people f rom a range of different cultures and backgrounds and we are committed to providing equal opportunities

for all staff.

Governance

2 Cheap Cars is committed to maintaining strong governance practices that promote transparency, accountability,

and ethical conduct. We have established a robust governance f ramework that includes clear policies and procedures,

regular board and management oversight, and ongoing engagement with stakeholders.

Our governance practices are designed to ensure that we operate in a responsible and sustainable manner, and we

regularly review them.

6968
STATUTORY DISCLOSURES

Annual Report for the year ended 31 March 2024

Top 20 shareholders in 2 Cheap Cars as at 30 May 2024

NameNumber of shares held% of issued capital

1Yusuke Sena & Tompkins Wake Trustees 2022 Limited 34,586,927 75.9%

2Forsyth Barr Custodians Limited 1,417,133 3.1%

3New Zealand Depository Nominee Limited 1,289,812 2.8%

4Accident Compensation Corporation - Nzcsd 1,235,419 2.7%

5Citibank Nominees (New Zealand) Limited - Nzcsd 1,007,678 2.2%

6Austen Herbert Stewart Kyle 680,000 1.5%

7Lorraine Mary Mccaff rey 430,000 0.9%

8Humi Sena 250,000 0.5%

9Ian Archibald Hurst & Gloria Faye Hurst 250,000 0.5%

10Mark Henry Pumphrey 201,830 0.4%

11Hong Reiner 200,000 0.4%

12Jonathan Michael Alan Purdey & Martin James Blockley

& Withers Tsang And Co Trustees Limited

170,000 0.4%

13Paul Aaron Millward 165,000 0.4%

14Eric Anthony Frederick Bennik 160,220 0.4%

15Nicholas David Sandlant 150,000 0.3%

16David Mitchell Odlin 131,000 0.3%

17Samantha Hielkje Sharif 106,140 0.2%

18Michael Peter Stiassny 102,139 0.2%

19James Alan Graham 100,500 0.2%

20Desmond Anthony Pender & Kathleen Marie Pender 100,000 0.2%

Total top 20 shareholders 42,733,798 93.8%

Remaining shareholders 2,820,702 6.2%

Total shares on issue 45,554,500 100%

Disclosure of Directors’ interests

The Company mantains an interests register in accordance with the Companies Act 1993 in which Directors interests are

recorded.

The following are particulars of general disclosures of interest by Directors holding office as at 31 March 2024 under

section 140(2) of the Companies Act 1993. The Director will be regarded as interested in any and all transactions between

the Company or any of its subsidiaries with the disclosed entity. Particulars of entries made during the year are noted in

brackets for the purposes of section 211(1)(e) of the Companies Act 1993. In addition to the information set out below, the

following other interests were disclosed in the Company’s interest register: the authorisation of Directors’ remuneration;

and entry into the Directors and officers liability insurance policies, both as further detailed on page 71.

Spread of 2 Cheap Cars Group security holders

As at 30 May 2024 the spread of shareholders is set out in the table below:

Substantial product holders

The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct

Act 2013. The table below sets out the names of the persons who as at 31 March 2024 were registered as substantial

product holders in the company. The total number of voting securities (fully paid ordinary shares) of the Company as at

31 March 2024 was 45,554,500.

The Sena Trustees previously had a relevant interest in shares in 2 Cheap Cars Group Limited held by Eugene Williams

and TLR Williams Trustee Company Limited as trustees of the E & Co Trust (the Williams Trustees) which were subject to

trading arrangements agreed in the Sale Process Deed dated 15 February 2021 (Sale Process Deed) entered into between

the parties. Those trading arrangements expired on 1 April 2023, in accordance with the terms of the Sale Process Deed,

such that on and f rom 1 April 2023 the Sena Trustees no longer had a relevant interest in the 6,292,240 ordinary shares in

2 Cheap Cars Group Limited held by the Williams Trustees.

Escrow arrangements

On 30 May 2023, being the first day after the date on which 2 Cheap Cars Group released to NZX its results announcement

in respect of the full year ended 31 March 2023, the escrow restrictions set out in the Escrow Deed ended such that 2 Cheap

Cars Group no longer has a relevant interest in any of the Escrowed Shares.



RangeNumber of holdersShares% of holders% of shares

1 to 100032 18,563 16%0%

1001 to 500051 165,617 25%0%

5001 to 10,00030 245,752 15%1%

10,001 to 100,00070 2,490,770 35%5%

100,001 and over19 42,633,798 9%94%

Totals 202 45,554,500 100%100%

Substantial product holderNumber of ordinary shares in which relevant interest is held

Yusuke Sena 34,586,927

34,586,927

Directors’ shareholdings

As at 31 March 2024 the Directors(s) of the company had the following relevant interests in the Company’s shares:


DirectorsNumber of ordinary shares in which relevant interest is held

Yusuke Sena 34,586,927

Michael Stiassny 102,139

Gordon Shaw 10,181

34,597,108

STATUTORY

DISCLOSURES

Annual Report for the year ended 31 March 2024.

7170
Annual Report for the year ended 31 March 2024.

STATUTORY DISCLOSURES

Continued

STATUTORY DISCLOSURES

Continued

Director / Entity Relationship

Gordon Shaw

2 Cheap Cars Group LimitedDirector

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars LimitedDirector

2CC International LimitedDirector

Car Safety New Zealand LimitedDirector

NZ Motor Finance LimitedDirector

Institute of Directors (loD) - Nelson Malborough BranchCommittee Member

Mapua and Districts Business AssociationChair

Nelson Bays Primary Health TrustIndependent Trustee

Nelson Netball Centre Inc. Board Member 

ProMed HR New Zealand Limited Chair and Independent Director

Director / Entity Relationship

Yusuke Sena

2 Cheap Cars Group LimitedShareholder/Director

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars Limited Director

2CC International LimitedDirector

Car Plus KKDirector

Car Safety New Zealand LimitedDirector

Lan LimitedBeneficiary

Director / Entity Relationship

Michael Stiassny

2 Cheap Cars Group LimitedChair

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars LimitedDirector

2CC International LimitedDirector

Car Safety New Zealand LimitedDirector

NZ Motor Finance LimitedDirector

Car Plus KKDirector

Cocooil Holdings LimitedDirector

Founders Advisory LimitedDirector

Founders Advisory No 25 LimitedDirector

Founders Advisory No 3 LimitedDirector

Founders Advisory No 7 LimitedDirector

LPF Group LimitedDirector

LPF Litigation Funding No 29 LimitedDirector

LPF Litigation Funding No 30 LimitedDirector

LPF Litigation Funding No. 28 LimitedDirector

MS10 LimitedDirector

New Talisman Gold Mines LimitedDirector

Tower Insurance Limited (Solomon Islands Branch)Director

Tower LimitedChair

West24 LimitedDirector

Share dealings of Directors during the financial period.*

Directors disclosed under section 148(2) of the Companies Act 1993 the following acquisition or disposals of relevant interests

in the Company’s shares during FY24 and details of share transactions were entered in the Companies interest register.


Directors’ remuneration

The total pool of Directors fees available to Non-Executive Directors for the year ended 31 March 2024 was $650,000,

which was approved by shareholders. Of this, $279,002 was paid to Non-Executive Directors in FY24. The table below sets

out the total of the remuneration and the value of other benefits received by each Director during the year.

Board remuneration for the Company and its subsidiaries in FY24:

In accordance with the Companies Act 1993, 2CC has taken out an insurance policy to insure its Directors and Officers

against potential liabilities and costs incurred in any proceeding, except to the extent prohibited by law. The Directors of

subsidiary companies as set out on page 73 are not remunerated in those positions.

Salary payments to Mr Sena are for his executive role within the Company, and the other benefits relate to Kiwisaver

contributions. Consultancy payments to Mr. Shaw relate to his provision of temporary services to NZ Motor Finance

Limited, which role ceased in the week ended 19 May 2023.

Board remuneration per annum

Board Chair$208,000

Non Executive Director$80,000

Board Committee Chair$12,000

Board Committee Member$6,000

DirectorDirectors feesSalaryConsultancyOther benefitsSubtotal

Yusuke Sena368,505 10,232 378,737

Michael Peter Stiassny 185,000 185,000

Gordon Shaw 94,002 21,063 115,065

Samantha Sharif 11,250 11,250

290,252 368,505 21,063 10,232 690,051

Registered

holder

Date of

acquisition

Consideration

per share

(NZD)

Number

of shares

Nature of transactionNature of

relevant interest

Yusuke Sena

& Tompkins

Wake

Trustees

2022 Limited

03-Oct-230.3213,679,934Completion of the acquisition of

shares in 2CC held by Eugene Williams

and TLR Williams Trustee Company

Limited as trustees of the E & Co Trust

pursuant to the sale and purchase

agreement, dated 28 July 2023.

Registered holder

and beneficial owner

(as trustee and

beneficiary of the

Sena Family Trust) 

Yusuke Sena

& Tompkins

Wake

Trustees

2022 Limited

28-Jul-230.3213,679,934Entry into a sale and purchase

agreement to buy shares in 2CC held

by Eugene Williams and TLR Williams

Trustee Company Limited as trustees

of the E & Co Trust, dated 28 July 2023,

which was settled on 3 October 2023.

Conditional power

to acquire shares

under the sale and

purchase agreement

Michael

Stiassny

22-Nov-230.84382On-market acquisitionRegistered holder

and beneficial owner

21-Nov-230.8421,627On-market acquisitionRegistered holder

and beneficial owner

20-Nov-230.8480,130On-market acquisitionRegistered holder

and beneficial owner

*Please refer to page 69 for the disclosure of relevant interests of the Sena Trustees in relation to the trading arrangements that expired on

1 April 2023 and the end of the escrow restrictions on 30 May 2023.

7372
Annual Report for the year ended 31 March 2024.

Remuneration rangeFY24

Number of employees

FY23

Number of employees

100,000 to 109,99903

110,000 to 119,99943

120,000 to 129,99952

130,000 to 139,99921

140,000 to 149,99961

150,000 to 159,99911

160,000 to 169,99902

170,000 to 179,99900

180,000 to 189,99900

190,000 to 199,99910

200,000 to 209,99910

210,000 to 219,99900

250,000 to 260,00000

260,000 to 270,00011

350,000 to 359,99910

420,000 to 430,00001

430,000 to 440,00000

580,000 to 589,99910

2215

STATUTORY DISCLOSURES

Continued

Employee remuneration

The following table shows the number of current and former employees of the Company (not being Directors of the

Company) who received remuneration and other benefits in their capacity as employees during FY24 the value of which

exceeded $100,000. The remuneration amounts include all monetary amounts and benefits actually paid during the

year, including the face value of any long term incentive vested during the year (which for FY24 was nil).

CEO remuneration

The CEO’s remuneration as at 31 March 2024 consisted of a base salary and short term incentive (STI). The CEO’s

remuneration is reviewed annually by the Remuneration Committee and approved by the Board.

Paul Millward’s remuneration during the FY24 year was a mix of base salary, certain allowances and short terms

incentives. The base salary was $385,000 which increased f rom $365,000 in Jan 2024, his STI was $109,500 and his car

allowance was $30,000.

In respect of Paul Millward’s FY24 STI, he was paid 30% of his base salary, or $109,500 for FY24 year.

The STI was paid against a NPAT performance target set by the Remuneration Committee.

After review by the Remuneration Committee and approval by the Board, the long term incentive (LTI) component was

removed f rom Paul Millward’s remuneration package. He received a one-off payment of $55,000 in settlement of the

LTI component.


STATUTORY DISCLOSURES

Continued

Subsidiaries of 2 Cheap Cars Group Limited contained within the group.

The following persons held office as directors of 2CC Group’s six subsidiaries as at 31 March 2024.

Other information

Directors

As at 31 March 2024 the Company’s Board comprised the following Directors: Michael Peter Stiassny (appointed 21 August

2022), David Sena (appointed 14 October 2016) and Gordon David Shaw (appointed 21 August 2022).

Transactions directors are interested in

No disclosures were made of interests in transactions under s 140(1) of the Companies Act.

Use of Company information

No disclosures were made in the Company’s interests register under sections 145(2) and 145(3) of the Companies Act 1993.

NZX waivers

No waivers were granted by NZX or relied on by the Company during FY24.

Exercise of NZX disciplinary powers

A breach of NZX Listing Rules 2.1.1(c) and 2.13.2(c) pertaining to Independent Director requirements saw 2 Cheap Cars Group

Limited receive a public censure, dated 4 October 2023, and financial penalty of $40,000 f rom the NZ Markets Disciplinary

Tribunal, plus costs. The breaches occurred due to Mr Shaw ceasing to be an Independent Director while performing

temporary services for subsidiary company, NZ Motor Finance Limited, f rom 17 March 2023 to the week ended 19 May 2023.

Donations

No donations made by the Company or its subsidiaries in FY24.

Credit rating

2 Cheap Cars Group Limited does not have a credit rating.

Auditor remuneration

UHY Haines Norton is the appointed auditor of the 2 Cheap Cars Group. During FY24, the Group paid audit fees of $103k, as

detailed in note 9 of the financial statements. Zero non-audit service fees were paid to UHY Haines Norton during the year.

SubsidiaryJurisdictionDirectorsFormer directors

2 Cheap Cars LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

NZ Motor Finance Limited New ZealandMichael Peter Stiassny

Gordon Shaw

Samantha Hielkje Sharif

Car Safety NZ LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

2CC International LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

Car Plus KKJapanMichael Peter Stiassny

Yusuke Sena

Humi Sena

2 Cheap Rental Cars Limited

(ceased trading)

New ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

Directors’ insurance

In accordance with the Companies Act 1993, 2 Cheap Cars Group Limited has taken out an insurance policy to insure its

Directors and Officers against potential liabilities and costs incurred in any proceeding, except to the extent prohibited

by law.

7574
COMPANY

DIRECTORY

Nature of business

Used automotive vehicle retailer and motor vehicle finance provider

Registered office

102 Mays Road

Onehunga

Auckland 1061

Head office

102 Mays Road

Onehunga

Auckland 1061

Directors

Michael Stiassny

Gordon Shaw

David Sena

Bankers

ANZ Bank

Solicitors

MinterEllisonRuddWatts

Independent auditors

UHY Haines Norton Sydney

Share register

Computershare

DRIVING


BETTER


DEALS


EVERY DAY

Annual Report for the year ended 31 March 2024.

2 Cheap Cars Group Limited
102 Mays Road

Onehunga

Auckland 1061

Ph: 09 869 3330

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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