2 Cheap Cars Group - Annual Report 2024
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.
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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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