2024 Annual Report and Notice of Meeting

106
th
Annual Report 2024

2024
106
th
Annual Report

BOARD OF DIRECTORS

Ashley J Waugh, Chair
Graeme D Gibbons
Stuart B Gibbons
John W M Journee
Gillian D Watson
John O Hutchinson








CHIEF EXECUTIVE


GROUP MANAGER People, Process & Technology
GROUP MANAGER Finance
GROUP MANAGER Strategic Development
COMPANY SECRETARY

Alexander P Gibbons


June E Gibbons
Paul Stephenson
Stuart B Gibbons
Jack G Tuohy

AUDITOR


Grant Thornton New Zealand Audit Limited
(Partner Ryan Campbell)
BANKERS



ANZ Bank New Zealand Limited
Bank of New Zealand
Westpac New Zealand Limited
SHARE REGISTRY
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, North Shore
Private Bag 92119
Auckland 1142
Website: www.computershare.co.nz/investorcentre
REGISTERED OFFICE AND
ADDRESS FOR SERVICE


Level 6
57 Courtenay Place
PO Box 6159
Wellington 6141
New Zealand
Telephone (04) 384-9734
E-mail address cmc@colmotor.co.nz
Website www.colmotor.co.nz
PROSPECTIVE DATES FOR 2025
Interim Half Year Report Late February
Interim Dividend 24 March
Preliminary Full Year Report Late August
Annual Report Late September
Final Dividend 6 October
Annual Meeting 7 November

Shareholder enquiries can be addressed to the Registered Office or directly to the Share Registry.

The Company is able to send shareholders e-mail notifications of the announcement and release of its half year (in
February) and full year results (in August) and of the Annual Report (in September). If you are not already receiving
these e-mail notifications then to register for this service you can send an e-mail to our Share Registry at
ecomms@computershare.co.nz from the e-mail account you wish to receive the notifications to and please put
“Email Notifications” in the subject line. You will need to record the full name your shares are held in and the relevant
CSN / Shareholder number – you can find that number on your Dividend Statement or Securities Transaction
Statement.

1



Notice of 106
th
Annual Meeting

Notice is hereby given that the 2024 annual meeting of shareholders of
The Colonial Motor Company Limited
will be held at
The Harbourside Function Venue, 4 Taranaki Street, Wellington
on Friday, 8 November 2024 commencing at 12:00 midday


BUSINESS
1. Chair’s introduction
2. Address from the Chair
3. Report from the Group Chief Executive
4. Shareholder discussion
5. Resolutions
To consider and if thought fit, to pass the following resolutions:

(see explanatory notes on the next page)
1. To re-elect Ashley James Waugh as a director of the Company.
2. To re-elect Gillian Durrad Watson as a director of the Company.
3. To record the on-going appointment of Grant Thornton as auditor and to authorise the
directors to fix the auditor’s remuneration.
6. General business

LOCATION







Cable Room
Harbourside
Function Centre
Museum of
New Zealand
Te Papa
Tongarewa

Circa
Michael
Fowler
Centre

Lagoon

2



Explanatory Notes – relating to the annual meeting
Voting
All voting at annual meetings must be conducted by poll. Procedures for voting, the appointment of proxies and
representatives, vote counting and the announcement of the results are applied and disclosed in detail.
Proxies, representatives and postal voting
If you choose not to attend the meeting, a form is enclosed for you to complete to appoint a proxy or corporate
representative to vote on your behalf. If you wish you can lodge a postal vote rather than a proxy vote.
Detailed guidance is provided on the form on how to complete it for either proxy or postal voting purposes. Further copies
of the form may be obtained from the Company or downloaded from our website.
Resolutions
Each of the resolutions will be considered as a separate ordinary resolution. To be passed, an ordinary resolution
requires a simple majority of votes of shareholders entitled to vote and voting. Each share in the Company carries one
vote.
The Board supports passing all of the resolutions.
Re-election and election of directors
The Listing Rules require that a director must not hold office (without re-election by shareholders) past the third annual
meeting that follows the director’s last election or 3 years, whichever is longer.
A director appointed by the Board must not hold office (without election by shareholders) past the annual meeting
following the director’s appointment.
Resolution 1
Ashley James Waugh was last re-elected as a director at the 2021 annual meeting. He is eligible and offers himself for
re-election.
Ashley has a breadth of experience in brand and franchise management developed during an extensive business
career that commenced with Ford Motor Company in New Zealand, Australia and Taiwan. That senior management
experience spans Fast Moving Consumer Goods, where he held positions with the New Zealand Dairy Board (now
Fonterra) and National Foods in Australia. His governance career includes directorships in Agribusiness, with Fonterra
and listed kiwifruit company Seeka Limited and the Automotive sector with CMC. Ashley’s experience and roles in the
listed company environment has seen him serve as Chair of Audit Committees before being elected as Chair of The
Colonial Motor Company. With his wife Catherine, they own and manage a dairy farm near Te Awamutu. Ashley
became a director in November 2015.
Resolution 2
Gillian Durrad Watson was elected as a director at the 2021 annual meeting. She is eligible and offers herself for re-
election.
Gillian has a business background in the real estate industry and has worked in production management in the television
industry. She is a significant shareholder who has had a life-long focus and interest in the Company. Gillian is a member
of the Institute of Directors and in September 2021 became CMC’s first female Director.
Auditor re-appointment and remuneration
Resolution 3
Under section 200 of the Companies Act 1993, the auditor is automatically re-appointed each year unless ineligible or
replaced.
The fee paid to the auditor is disclosed in the annual report each year (refer page 17).

3



Facts at a glance


2020 2021 2022 2023 2024
Revenue ($000)
754,922
901,173 1,002,848 997,225 1,012,920
Trading profit after tax (excluding non-trading Items) ($000)
17,349 27,924 33,345
30,339
17,884
Profit after tax attributable to shareholders ($000)
21,828 24,833 33,183
27,848
4,535
Return on average shareholders’ funds



- trading profit after tax
8.0% 11.4% 11.8%
9.9%
5.9%
- profit attributable to shareholders
10.0% 10.1% 11.7%
9.1%
1.5%
Trading margin
2.3% 3.1% 3.3%
3.0%
1.8%
Earnings per share - trading profit after tax
53.1c 85.4c 102.0c
92.8c
54.7c
- profit attributable to shareholders
66.8c 76.0c 101.5c
85.2c
13.9c
Dividend per share
32.0c 55.0c 62.0c
57.0c
35.0c
Total dividends for the year ($000)
10,462 17,982 20,271 18,636 11,443
Shares on issue at reporting date (000)
32,695 32,695 32,695 32,695 32,695
Current ratio
1.5 1.4 1.6 1.4 1.3
Shareholders' equity as a percentage of total assets
59.2% 58.6% 66.2% 56.7% 49.5%
Net tangible asset backing per share
$6.60 $7.60 $8.78 $9.05 $8.84
(after final dividend is paid)









-
200
400
600
800
1,000
1,200
20202021202220232024
$ million
Revenue
FinancialYear
-
5
10
15
20
25
30
35
20202021202220232024
$ million
Trading Profit after Tax
FinancialYear
9.3%
8.0%
9.0%
8.5%
8.7%
4.7%
9.5%
8.3%
9.1%
9.2%
10.6%
7.8%
21.0%
6.7%
10.0%
-22.2%
34.3%
3.4%
-9.6%
-20.5%
-25%
-15%
-5%
5%
15%
25%
35%
45%
2015201620172018201920202021202220232024
Percentage return on share price
at start of each year
Shareholder Returns
(Share price plus dividend)
refer to table on page 55
Gross dividend yield
Movement in share price
Average gross return over 10
years9.7% p.a.
FinancialYear

4



Directors’ report
Your Directors have pleasure in presenting the 106
th
annual report and audited consolidated financial statements of The Colonial
Motor Company Limited (CMC or Company) and its subsidiaries (Group) for the year ended 30 June 2024.
Revenue and profit
Revenue for the year was $1,012.9m. This is a 1.6% increase on the previous year’s $997.2m. This year’s revenue compares
to $1,002.8m in 2022 and $901.2m in 2021.
The trading profit after tax for the year was $17.9m, down 41% on last year’s $30.3m reflecting pressure on vehicle margins and
the higher interest costs associated with holding inventory. Trading profit after tax is not specified under Generally Accepted
Accounting Practice but is a consistent measure of the underlying trading profitability of the Group before valuation changes of
assets and deferred tax movements. It is also the reference point used by the Board when considering dividends.
Profit for the year attributable to shareholders was $4.5m, compared to $27.8m in 2023 reflecting the one off, non-cash
adjustment of $12.7m made to deferred tax following the change in rules regarding the ability to claim tax deductions for
depreciation on long life buildings.
Statement of financial position
Total assets increased to $598.5m at year end (2023 : $548.4m). Inventory increased by $44m reflecting a normalised supply
chain post Covid but reduced demand in the latter part of the year. Additions to Land & Buildings focused on the purchase of a
new property in Nelson, the refurbishment of existing sites in Gore and Dunedin and the initial planning costs for the development
of the land holding in Palmerston North. The annual independent revaluation of the Group’s property portfolio brought about a
total increase of $1.7m of which $2.4m increased the revaluation reserves. At the reporting date, shareholders’ equity was
$296.4m (2023: $310.8m).
Dividends
Dividends paid in respect of this financial year will total 35.0 cents per share (2023: 57.0 cents). An interim dividend of 15.0
cents was paid on 25 March 2024 and a final dividend of 20.0 cents will be paid on 7 October 2024. The dividend will carry the
maximum level of imputation credits. The value of the distributions for this financial year will be $1 1.4m (2023: $18.6m),
representing 64% ( 2023 : 61%) of the trading profit after tax.
Total shareholder returns over the past ten years are shown in the graph on page 3.
Directors
The independent Directors at 30 June 2024 and the date of this report were A J Waugh and J W M Journee.
The L isting Rules of the New Zealand Stock Exchange specify that a director must not hold office (without re-election) past the
third annual meeting following the director’s appointment or three years, whichever is longer. On that basis, the directors to retire
this year are A J Waugh and G D Watson. They are eligible and are seeking re-election at the forthcoming annual meeting.
Director and company disclosures
Information required to be disclosed by the Directors and by the Company, to comply with the Companies Act 1993 and the
Listing Rules, is provided on pages 51 to 56. A separate Governance Statement is provided on pages 4 4 to 46 and a report on
the CMC Group operating strategy is on page 5.
Climate related disclosures
This is the first year the Company has produced a Climate Statement as required under the Climate Related Disclosures (CRD)
standards. The management team and Board already undertake a robust risk management process that feeds directly into the
Company’s strategic planning framework. Any climate related risks and opportunities identified are incorporated into this
process. The first CRD report can be found on page 47, including the first emissions inventory.


12 September 2024
For the Directors




A J Waugh
Chair of the Board Chair of the Audit & Financial Risk Committee


J W M Journee

5



CMC Group operating strategy
Management of capital resources
The Group has a strong balance sheet, with significant shareholder equity and very few long term financial commitments.
The major assets on the balance sheet are property and inventory, with property funded by retained earnings and
inventory funded by short term borrowing (bank borrowing, at call deposits and bailment). There is minimal goodwill.
The Group owns most of its key operational properties. The Group does not have investment properties as such, as all
of the properties are occupied or intended to be occupied by our dealerships. Ownership brings greater flexibility when
tailoring facilities to the Group’s particular requirements. It provides security of tenure whilst conversely enabling the
Group to sell and relocate as needs arise without the constraints of a long term lease.
The Group seeks to pay regular dividends calculated at 60 - 70% of trading profit. The dividends have the maximum
imputation credits available to New Zealand shareholders. The remaining profit is reinvested in the business, either for
controlled growth or maintaining and reinvesting in the quality of the existing assets.
This investment or reinvestment may be in the form of establishing or acquiring a dealership business, or in developing
a new property for use by a dealership, or refurbishing and upgrading an existing facility.
By adopting an approach to capital management of:
- paying 60 - 70% of trading profit as dividend
- not overly gearing up the balance sheet by taking on significant long term debt
- not going to the shareholders for more capital
the Group is able to provide controlled growth for shareholders without shareholder dilution.
Operational Model
CMC is the parent company for a group of motor vehicle dealerships – the success of these dealerships is CMC’s
lifeblood.
The CEOs (Dealer Principals) of our subsidiary companies operate within a financial and operational mandate but have
wide discretion and local autonomy. Their role involves balancing the often conflicting demands of the franchisor,
customers, employees and profitability.
We consider each dealership business individually including its needs for reinvestment and growth opportunities.
The Group balances the need to change and adapt with an awareness that it has specific areas of expertise. The
operational expertise revolves around the franchise business model, as a franchisee in a local market area or on a
national basis. In this model the franchisor supplies the product and brand positioning, with the franchisee concentrating
on promoting the brand and selling the product and service to the customer. The model brings its own unique challenges
and opportunities.
As a response to, and to enable success in, a highly competitive and fragmented market place, particularly in metropolitan
areas, we have been moving to a ‘hub and spoke’ model. Here the main dealership facility, which encompasses all the
business’s array of activities – new and used vehicle sales, parts and service – is complemented by “service only” facilities
in customer convenient locations. This model is operational in South Auckland and Greater Wellington.
To be successful and grow a dealership, or establish a new one, we need to have management strength and depth and
also a franchise opportunity that fits. Where we have an existing property, or can provide a property solution, this
enhances our ability to take action. Ideally, we will grow by representing a new franchise partner in a number of locations
rather than as a one off.
With Southpac Trucks we have expanded over time by increasing the market position of the Kenworth and DAF brands
in an expanding heavy truck industry. This brings growing parts and service opportunities for that business and its
network of independent parts and service dealers.
The location of our dealerships spans all of New Zealand and ranges from small to large and from single to multiple
brands. The major brands with significant representation are in light vehicles - Ford and Mazda; heavy trucks - Kenworth
and DAF; tractors - New Holland, Case IH and Kubota. We also take pride in our relationship with a range of other
brands we partner with across our dealership network.

6



Chief Executive’s report
Heading into the 2024 financial year the likelihood of an economic downturn had been evident for some time, so
something the Company had anticipated. This did not change our focus on the fundamentals of delivering a first-class
customer experience and generating positive outcomes for our franchise partners and shareholders. On balance, the
management team and I are satisfied with where the trading profit landed in the current economic environment.
What did change was the shift away from an environment dominated by supply chain disruptions, abundant demand and
a tight labour market. Our experienced teams had to pivot to adapt dealership cost structures to align with the new
market expectations (something they continue to do), higher input costs and a lower margin environment. To help thrive
in this new world, dealers focus on the basics of lead management, inventory control and most importantly, not allowing
the customer experience to be adversely impacted. Despite tougher trading conditions we are fortunate to have robust
processes, strong customer relationships and a loyal and dedicated team of people who understand how to respond as
the market moves through a down cycle. The Company’s philosophy of ‘grow to be profitable, not big’ serves us well in
these times.
People
The development of our people remains a critical focus across the CMC Group. While there can be a temptation to pull
back in every area of the business as the market contracts, our strength resides in the capability of our leaders and their
dealership teams to step up to the task at hand. Investment in our people, via industry and franchise-specific training,
remains a core focus, as do our internal training and leadership programmes that go from strength-to-strength.
We often talk of the high levels of staff retention the Group enjoys, despite operating in a world with an increasingly
transient workforce. Testament to this strength is our ability to foster excellence and promote new Dealer Principals from
within our ranks. Six new Dealer Principals have been appointed to date in 2024, all of whom have worked their way up
through various CMC dealerships:
• Tim Paul (Energy Motors BYD & JAC)
• Jason Robb (Southern Autos)
• Nick Hutchinson (Timaru Motors)
• David Lavington (Dunedin City Motors)
• Paul Fiebiger (Southern Lakes Motors)
• Jimmy Banks (MS Motors)
It is with considerable satisfaction that we welcome them into their new roles. The wider leadership team combines to
give the Company its sound business base and the ability to tap into a combination of experience and the enthusiasm
these appointments bring.
Equally, we have farewelled a couple of exceptional leaders who have served the Company well and will always remain
members of the CMC family. Robert Bain started with the Group in 1984 and stepped down as CEO/DP of Dunedin City
Motors after 40 years of service. David Wills, CEO/DP of Ruahine Motors, will also be stepping away in December after
13 years at the helm. We wish both Robert and David all the best.
Possibly our oldest Shareholder
On 24 September 2024, Dr Ian Forbes Michie will turn 100. Dr Ian has been a significant CMC shareholder for longer
than even he can likely remember. He lives in Kent in the UK but has many family connections to New Zealand and
CMC over generations, beginning with all of his grandparents. His shares were purchased around 1918 by his maternal
grandfather, James McLean. Dr Ian inherited his CMC shares from his mother, Marybel McLean, as did his three sisters.
He has maintained a close, personal attachment to the Company and the country ever since. His mother told him that
whatever else he does never to sell his CMC shares; he never did, has (we are told) never regretted it and passed on
that sound advice to his children, who all own CMC shares. We offer Dr Ian our very best wishes and heartiest
congratulations on reaching this milestone and just in case he is wondering, his dividend is in the mail.
Financial Year 2024: ‘the crunch’
It was inevitable that the current economic environment would arrive. The Covid years of record levels of government
spending, low interest rates, rampant demand, border closures and supply chain shortages together fuelled a wave of
domestic expenditure. The Company was well positioned to capitalise on that period and our dealerships, whether car,
truck or tractor, made hay while the sun shone. The economy was fuelled by deficit spending and with it the automotive
industry boomed. So too did interest rates (particularly affecting inventory holding costs), labour market pressures (wage
growth) and a desperate need for manufacturers to increase supply capacity to meet demand. The cost of doing business
grew but margins and demand stayed one step ahead.
Eventually the crunch would arrive but exactly when was the unknown. Both politically and economically we have seen
a regime change focused on reining in the economy in an endeavour to tackle inflation. Government spending has been
slashed and a message of restraint has been hammered home to consumers, the public sector and business alike. While
demand can turn on a dime, supply chains, interest rates and operational costs will lag some time behind. The market
we find ourselves in today is in stark contrast to that of the previous three financial years.
Despite operating in a recessionary environment, the Company remained and continues to be in a strong and stable
financial position. Sales and service revenue remain robust, aided by the long-awaited arrival of heavy-duty trucks to
meet a backlog of orders.

7



Substantial capital investments have been made in recent years via franchise related facility upgrades and strategic
property acquisitions. The programme of investment into both Ford and Mazda dealerships continues to demonstrate the
companies support and commitment to our long-standing partnerships. Work continues in the establishment of the JAC
Motors brand in New Zealand.
Car Dealerships
The combination of new entrants into the new vehicle market and supply chains operating near normal levels added
significant pressure to an already subdued market with that market down 26% for the six months to 30 June. The lessons
of carefully managing vehicle supply and maintaining a relative degree of scarcity are easily forgotten. Our car
dealerships are under pressure to balance a need to remain profitable while also tackling high operating costs, weakening
margins and subdued new vehicle demand.


The artificial stimulus provided to the Battery Electric Vehicle (BEV) market disappeared with the removal of the Clean
Car Discount (a rebate and a fee) from the 1
st
of January 2024, exposing how distorting government interference in the
automotive market had become. Sales of BEVs overall plummeted and have yet to recover. The cost to the consumer
is now often lower than when the rebate was in effect.
The impact on residual values of BEVs has significantly affected the used car market for these vehicles and negatively
affected the total cost of ownership for buyers. Sales coming from hybrid and plug-in hybrid vehicles have been less
affected by the removal of the Clean Car Discount. They appear to strike a more practical balance of range, fuel economy
and convenience that works for the average Kiwi motorist. EVs in their various forms will play an increasingly important
role in our industry, however the ambitious and unrealistic targets and attempts to manipulate consumer choice have
done considerably more harm than good.
The removal of the Clean Car Discount scheme also had a profound impact on Internal Combustion Engine (ICE)
vehicles. Overnight, retail values of these vehicles dropped, having a marked impact on residual values and triggering
the immediate revaluation of used inventory. While this change could be anticipated, in some instances existing inventory
and commercial arrangements were still negatively impacted.
The Clean Car Standard (the import tax on a vehicle’s CO₂ emissions) remains but has been adjusted and the long-
advised application of Road User Charges (RUC) to EV’s has been introduced. This reflects the need for all vehicles to
contribute to the upkeep and maintenance of critical roading infrastructure. The positive outcome is that common sense
prevailed and New Zealand now has an approach that broadly aligns with Australian emissions standards. The hope is
this will provide consistency in decision making and stability for the industry to plan for a lower emissions future at a
manageable and realistic pace. The Clean Car Standard challenges importers to balance their vehicles’ emissions
portfolio to meet the continually reducing average fleet CO₂ emission levels. This alone will continue to incentivise a
reduction in vehicle CO₂ emissions for vehicles entering New Zealand.
If there is an upside for the consumer in the current environment, we now operate in a buyer’s market and for those in a
position to do so, it is an opportune time to negotiate your next vehicle purchase.
Truck & Tractor Dealerships
As reported previously, heavy truck supply was significantly impacted as the world responded to Covid and the
ramifications of that impact are still reverberating their way through the system. Consequently, Southpac experienced a
significant bulge of long-awaited customer truck arrivals. That bulge pushed truck inventory to record levels and was
one of the predominant contributors to the Company’s increased borrowings and interest costs. While some customers
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8



had been waiting up to three years for their trucks to arrive, local bodybuilding capacity simply could not be upscaled to
meet such a spike in demand; not just from Southpac but from numerous other truck operators as well. Testament to
the team at Southpac, they found ways to modify processes and increase productivity where possible, although d ealing
with such a quantum of trucks is inefficient and comes with substantial holding and processing costs. Despite the supply
chain challenges, Southpac experienced a strong trading year and remains on track to continue reducing inventory to
more sustainable levels.
While it maintains a strong market share, our tractor and agricultural equipment dealership (Agricentre South) continues
to operate in a depressed market. National tractor sales are down 28% this calendar year to 30 June, with the South
Island market down more than the national average. During this time the Agricentre team remained focused on inventory
management and supporting an agricultural community doing it tough in the Otago/Southland region.
Property and Strategic Direction
In response to the changing economic conditions, several developments have been reprioritised. Considerable
investment has been undertaken in recent years to rebuild and refurbish dealership facilities to meet the latest brand
standards, with the Fagan Motors (Masterton) new showroom scheduled for completion in early 2025. Facility
development and brand representation is a constant evolution. We continue to work closely with our franchise partners
on long-term planning to ensure we support each other to achieve mutually beneficial outcomes.
The Company plans to proceed with the significant greenfield property development in Palmerston North to support
Southpac’s heavy truck operations in the lower North Island. While capital intensive and a multi-year development, the
associated service and parts warehousing facility will be located adjacent to the proposed future inland port that will
service the region. It is viewed as critically important to support what is a growing customer base in the lower North
Island.
A dealership property has been acquired in Nelson across the road from our MS Ford leased facility. While not ideal
timing, acquiring suitable properties in Nelson has historically proven to be elusive and this was an opportunity to gain a
foothold in the area for the long term.
The launch of JAC Motors in New Zealand is well underway. The team at our importing and distributor subsidiary, New
Zealand Automotive Limited (NZAL), is undertaking product testing in New Zealand and fine-tuning vehicle specifications
in conjunction with the factory in Hefei, China. This is to ensure we deliver the right models at the right price for our
market. We see the partnership with JAC Motors as complementary to our existing automotive operations. It will take
time and a long-term commitment from both parties to grow these new shoots.
Outlook
Looking ahead, it appears there will be a continuation of the negative market headwinds during the first half of this
financial year. While it would clearly be preferrable to have more positive news, the reality remains that the weak New
Zealand economy will dominate the direction of retail markets this year. Unemployment remains high, particularly
amongst the young, and both business and consumer confidence are not forecast to rebound in the near term. The
recent beginnings of interest rate relief is welcome but the higher cost of living will continue to dampen discretionary
spending in the immediate term.
Our expectation is that new vehicle demand across all segments we participate in is likely to remain subdued, with the
potential for demand to soften further in this half year. Our Ford dealers, together with Ford NZ, have maintained the
strong brand awareness, loyalty and customer base that has been evident for many years. The Ranger has retained the
number one position on the sales charts and Everest is now in the top 10 of passenger/SUV models.
The Mazda brand continues to realign their product range to a new position to meet the market. Their sole commercial
product, the BT-50 ute, was recently withdrawn from the New Zealand market to allow them to focus solely on the SUV
and passenger segments.
Our dealerships are well prepared to endure the current headwinds and our service and parts business remains second
to none. We keep in mind that, in an oversupplied and declining market, competition will always be fierce and no brand
is immune to the resulting impacts.
The Agricentre tractor business is inevitably tied to the fortunes of the wider agricultural sector. As already mentioned,
sticking to the fundamentals will hold the business in good stead as the dealership positions itself to rebound when
market conditions improve.
Southpac will benefit from the remaining pipeline of customer orders that is steadily working through the delivery system.
The business expects to see its inventory levels continue to fall as these trucks make their way to customers.
The current financial year will bring the Group’s businesses their individual challenges. The fundamentals of our overall
business remain strong and our dealership teams are well positioned to capitalise on opportunities as and when they
arise.
Thank you
On behalf of the CMC management team, we thank our franchise partners for their continued support. While there will
be obstacles to overcome during the current financial year, our dealers and their staff are resolute in their ongoing
commitment and support of the customers we serve across New Zealand. To our people across the Group, thank you
for your efforts in continuing to deliver the results you do.

A P Gibbons
Chief Executive

9



Group dealerships

Company Name
Chief Executive /
Dealer Principal
Franchises Location Web address
Southpac Trucks Ltd Maarten Durent Kenworth & DAF
Heavy Trucks
Manukau City,
Hamilton, Rotorua,
Gisborne,
New Plymouth,
Palmerston North, Timaru
& Christchurch
www.spt.co.nz


South Auckland Motors Ltd Michael Tappenden Ford & Mazda Manukau City, Auckland
Airport, Botany, Takanini
& Pukekohe
www.southaucklandford.co.nz
www.southaucklandmazda.co.nz
Southern Autos – Manukau Ltd Jason Robb JAC Motors, Suzuki
& Isuzu
Manukau City & Botany www.southernautos.co.nz
www.southernautosjac.co.nz
Energy City Motors Ltd Russell Dempster Ford New Plymouth & Hawera www.energyford.co.nz

Energy Motors Ltd Russell Dempster
Tim Paul (DP)
BYD New Plymouth www.energymotors.co.nz

Ruahine Motors Ltd David Wills Ford Waipukurau www.ruahinemotors.co.nz

Fagan Motors Ltd Keith Allen Ford, Mazda,
JAC Motors &
Mahindra

Masterton www.faganford.co.nz
www.faganmazda.co.nz
www.jacnz.co.nz
Capital City Motors Ltd Matthew Carman Ford, Mazda &
JAC Motors
Lower Hutt,
Wellington, Porirua &
Kapiti
www.capitalcityford.co.nz
www.capitalcitymazda.co.nz
www.jacnz.co.nz
M.S. Motors (1998) Ltd Jimmy Banks Ford Nelson www.msford.co.nz


Nelson KIA
Service Lane
Bridgestone Tyres
Nelson
Richmond
Motueka & Richmond

www.nelsonkia.co.nz
Hutchinson Motors Ltd John Hutchinson Ford

Bridgestone Tyres
Christchurch &
Greymouth
Christchurch & Hornby
www.thf.co.nz

Avon City Motors Ltd John Luxton Ford
Bridgestone Tyres
Christchurch & Rangiora
Christchurch
www.avoncityford.co.nz

Avon City Ltd John Luxton JAC Motors &
Mahindra
Christchurch www.avoncity.co.nz
www.jacnz.co.nz
Timaru Motors Ltd John Hutchinson
Nick Hutchinson (DP)
Ford, Mazda &
JAC Motors
Timaru www.timaruford.co.nz
www.timarumazda.co.nz
www.jacnz.co.nz
Dunedin City Motors Ltd David Lavington Ford, Mazda &
JAC Motors
Dunedin, Oamaru
& Alexandra
www.dcford.co.nz
www.dcmazda.co.nz
www.jacnz.co.nz
Macaulay Motors Ltd Grant Price
Tim Rabbitte (DP)
Ford, Mazda &
JAC Motors
Invercargill, Queenstown
& Wanaka
www.macaulayford.co.nz
www.macaulaymazda.co.nz
www.jacnz.co.nz
Southern Lakes Motors Ltd Grant Price
Paul Fie biger (DP)
Mitsubishi & Nissan Queenstown & Wanaka www.southernlakesmotors.co.nz

Agricentre South Ltd

Grant Price New Holland, Case
IH & Kubota Tractors
& Equipment
Kuhn, Krone & Other
Agri Equipment
Yamaha motorcycles
Invercargill, Gore, Milton,
Cromwell & Ranfurly
www.agricentre.co.nz

NZ Automotive Ltd Andrew Craw JAC Motors New Zealand-wide
distributor
www.jacnz.co.nz

10

The consolidated financial statements should be read in conjunction with the accompanying notes.


Consolidated statement of financial performance
for the year ended 30 June 2024


Notes
2024
$000
2023
$000

Revenue
Revenue 1,010,911 995,303
Other revenue 2,009 1,922
Total revenue 1 1,012,920 997,225
Trading expenses
Cost of products and services sold 821,895 801,918
Remuneration of staff 95,054 93,831
Depreciation and amortisation 10,021 8,171
Property occupation costs 4,746 4,144
Marketing, promotion and training 8,433 6,919
Other operating costs 29,605 27,891
Interest 3 15,492 9,253
Total trading expenses 2 985,246 952,127
Trading profit before tax 27,674 45,098
Taxation
Current tax 4 7,952 12,732
Deferred tax
4 18 (90)
Total tax on trading 7,970 12,642
Non-controlling interest 1,820 2,117
Trading profit after tax 17,884 30,339

Non-trading items
Fair value revaluation of property (735) (2,626)
Fair valuation of investments 117 (6)
Total non-trading items before tax (618) (2,632)
Taxation
Deferred tax
4 (12,731) 141
Non-trading items after tax (13,349) (2,491)
Profit attributable to shareholders 4,535 27,848
Profit for the year

Profit attributable to: Shareholders
Trading profit after tax 17,884 30,339
Non-trading items after tax (13,349) (2,491)
Total attributable to shareholders 4,535 27,848
Non-controlling interest 1,820 2,117
Profit for the year 6,355 29,965

Statistics per share

Basic and diluted earnings per share 7
Profit attributable to shareholders (cents) 13.9 85.2
Trading profit after tax (cents) 54.7 92.8
Dividends
Dividends (cents per share) 35.0 57.0
Total dividends ($000) 11,443 18,636

Net tangible assets per share ($)
9.04 9.47

11

The consolidated financial statements should be read in conjunction with the accompanying notes.


Consolidated statement of comprehensive income
for the year ended 30 June 2024


Notes
2024
$000
2023
$000

Profit for the year 6,355 29,965
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Property revaluation reserve
Fair value movement 2,389 (2,584)
Deferred tax 4 (634) 3,111
Items that will be reclassified subsequently to profit or loss when
specific conditions are met
Cash flow hedge reserve
Movement in fair value of hedge derivatives (3,243) (1,096)
Deferred tax 4 908 307
Total other comprehensive income for the year (580) (262)
Total comprehensive income for the year 5,775 29,703

Total comprehensive income for the year attributable to:
Shareholders 4,306 27,704
Non-controlling interest 1,469 1,999
Total comprehensive income for the year 5,775 29,703


Consolidated statement of changes in equity
for the year ended 30 June 2024


Notes
2024
$000
2023
$000


Total equity at beginning of the year 315,922 307,840
Comprehensive income
Profit for the year 6,355 29,965
Other comprehensive income (580) (262)
Total comprehensive income 5,775 29,703
Dividends paid to shareholders 21 (18,636) (20,271)
Dividends paid to non-controlling interest (1,500) (1,350)
Total equity at end of year 19 301,561 315,922

12

The consolidated financial statements should be read in conjunction with the accompanying notes.


Consolidated statement of financial position
at 30 June 2024


Notes
2024
$000
2023
$000

Shareholders’ equity
Share capital 20 15,968 15,968
Retained earnings 165,359 179,460
Property revaluation reserve 115,586 113,831
Foreign exchange cash flow hedge reserve (470) 1,514
Total shareholders’ equity 296,443 310,773

Non-controlling interest 5,118 5,149
Total equity 301,561 315,922

Current liabilities
Borrowings 24 62,665 21,511
At call deposits 23 29,325 31,327
Trade & other payables 11 55,581 74,368
Vehicle floorplan finance 22 100,032 51,994
Financial liabilities – credit contracts 13 436 452
Lease liabilities 14 2,070 2,038
Tax payable 1,302 4,716
Financial derivatives – foreign exchange 28 768 -
Total current liabilities 252,179 186,406

Non-current liabilities
Bank borrowings 24 20,000 26,230
Financial liabilities – credit contracts 13 463 757
Lease liabilities 14 19,777 19,103
Deferred Tax 4 4,559 -
Total non-current liabilities 44,799 46,090

Total equity and liabilities 598,539 548,418

Current assets
Cash & cash equivalents 12 11,473 9,854
Trade & other receivables 10 57,031 47,460
Inventory 8 250,129 205,977
Financial assets – credit contracts 13 431 443
Financial derivatives – foreign exchange 28 - 2,475
Total current assets 319,064 266,209

Non-current assets
Financial assets – credit contracts 13 463 757
Intangible assets 15 1,028 1,028
Investments 17 492 1,350
Property, plant & equipment 9 257,703 251,959
Deferred tax 4 - 7,916
Right of use assets 14 19,789 19,199
Total non-current assets 279,475 282,209

Total assets 598,539 548,418



For the Directors









A J Waugh
Chair of the Board
J W M Journee
Chair of the Audit & Financial Risk Committee

Authorised for issue on 12 September 2024

13

The consolidated financial statements should be read in conjunction with the accompanying notes.


Consolidated statement of cash flows
for the year ended 30 June 2024


Notes
2024
$000
2023
$000

Operating cash flows
Receipts from customers 1,003,006 988,714
Interest received 64 22
Dividends received 158 90
Payments to suppliers and employees (1,017,351) (976,739)
Interest paid (15,492) (9,253)
Income taxes paid (11,366) (13,059)
Net operating cash flows 6 (40,981) (10,225)
Investing cash flows



Proceeds from sale of property, plant & equipment 296 427
Proceeds from sale of investments 977 396
Purchase of property, plant & equipment (17,391) (25,750)
Net investing cash flows (16,118) (24,927)
Financing cash flows



Movement in borrowings 84,029 56,662
Repayment of lease liabilities (3,172) (2,130)
Movement in deposits (2,003) 251
Dividends paid to shareholders (20,136) (21,621)
Net financing cash flows 58,718 33,162

Net change in cash held 1,619 (1,990)
Cash at beginning of year 9,854 11,844
Cash at end of year 12 11,473 9,854


-

14



Notes to the consolidated financial statements
for the year ended 30 June 2024
Index to the notes
Note Page

Preparation of the consolidated financial statements


About the reporting entity 15
Statement of compliance 15
Basis of preparation 15
Critical accounting assumptions, estimates and judgements 15

Material accounting policies
Impairment 16
Goods & services tax 16
Changes in accounting policies and accounting standards 16

Financial performance

The notes in this section explain the Group’s profit for the year and give more detail of items
that make up its revenue and expenses.

1 Revenue 17
2 Expenditure 17
3 Interest 18
4 Taxation 18
5 Segment report 19
6 Reconciliation of profit for the year with operating cash flows 20
7 Earnings per share 20
Financial position

This section describes the assets and liabilities the Group uses to generate profit including
its working capital.

8 Inventory 21
9 Property, plant and equipment 21
10 Trade and other receivables 23
11 Trade and other payables 24
12 Cash and cash equivalents 24
13 Credit contracts 25
14 Leases 26
15 Intangible assets 28
Investments

This section describes the corporate structure of the Group and how the results and balances
of the individual companies are combined into the consolidated financial statements.

16 Subsidiaries 29
17 Investments 29
Funding

This section describes the sources of funding the Group uses and how they are managed.

18 Capital management 30
19 Movements in equity 31
20 Share capital 32
21 Dividends 32
22 Vehicle floorplan finance 32
23 At call deposits 33
24 Borrowings 33
25 Financial instruments 34
26 Reconciliation of liabilities arising from financial activities 36
Managing risk

The notes in this section describe how the Group manages the financial risks that affect its
financial position and performance.

27 Financial risk management 37
28 Financial derivatives – foreign exchange 38
29 Dealership franchise agreements 39
Other notes
30 Related party transactions 40
31 Contingencies 40
32 Events after the reporting date 40

15




Notes on the preparation of the consolidated financial statements

About the reporting entity

The financial statements presented are for The Colonial Motor Company Limited (the Company) and its
subsidiaries (the Group). The Company is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013 (FMCA 2013). Where an FMC Reporting Entity prepares consolidated financial
statements, parent company disclosures are not required and have therefore not been included in these
financial statements.
The Group is a Tier 1 for profit reporting entity as set out in the External Reporting Board’s Accounting
Standards Framework. The Colonial Motor Company Limited is a New Zealand registered company
listed on the New Zealand Stock Exchange.
The Group’s principal activity is operating franchised motor vehicle dealerships. There is a list of the
dealerships and the franchises they represent on page 9.
Statement of compliance

These consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS)
issued by the New Zealand Accounting
Standards Board, Part 7 of the FMCA 2013 and the Companies Act 1993. They also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board.
The consolidated financial statements were authorised for issue by the Directors on 12 September 2024.
Basis of preparation

The consolidated financial statements have been prepared
• on an historical cost basis, modified by the revaluation of certain assets and liabilities to fair value
through profit or loss and other comprehensive income, and
• on the assumption that the Group is a going concern
The consolidated financial statements are presented in New Zealand Dollars, which is the Group’s
functional and presentation currency, rounded to the nearest thousand dollars.
Critical accounting assumptions, estimates and judgements

The Group makes assumptions, estimates and judgements concerning the future. They are based on
historical experience and other factors including expectations of future events that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates.
Estimates, judgements and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
Estimates and judgements that have a significant risk of causing a material adjustment to the carrying
amount of the assets and liabilities are detailed in the relevant notes of these consolidated financial
statements.

16




Notes on accounting policies

The accounting policies set out in these notes have been applied consistently to all periods presented
in these consolidated financial statements.

The following material accounting policies relate to the overall consolidated financial statements.
Policies specific to particular transactions or balances are detailed within each relevant note and are
highlighted by a solid blue bar as indicated below:

Specific accounting policy



Material accounting policies
Impairment

The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether
there is any objective evidence of impairment. An impairment loss is recognised whenever the carrying
amount of an asset exceeds its estimated recoverable amount. Impairment losses directly reduce the
carrying amount of assets and are recognised as an expense in the consolidated statement of financial
performance.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing fair value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate of the time value of money and risks specific to that
asset.
In respect of all assets (except goodwill and intangibles with indefinite useful lives) an impairment loss
is reversed if there has been a change in the estimate used to determine the recoverable amount.

Goods & Services Tax

The consolidated financial statements are prepared net of Goods & Services Tax (GST) with the
exception of receivables and payables which are stated including GST.

Changes in accounting policies and accounting standards

There have been no changes in the existing accounting policies during the year.
No new accounting standards which became effective from 1 July 2023 were considered to be material
for the Group.
New standards, interpretations and amendments
At the date of authorisation of these consolidated financial statements, certain new interpretations to
existing standards have been published but are not yet effective and have not been adopted early by
the Group.
All pronouncements will be adopted in the first accounting period beginning on or after the effective date
of the new standard. A new standard, NZ IFRS18 – Presentation and Disclosure in Financial
Statements, which has issued but is not yet effective will have an impact on the Group in future reporting
periods. The standard introduces new requirements around how information is presented in the financial
statements including new categories for the grouping of data. The Group will adopt the standard in the
June 2028 financial statements.

17




Notes on financial performance
1 Revenue

Revenue from Contracts with Customers

All of the revenue from contracts with customers arises from the sale of goods or services. The
transaction price is measured as the fair value of the consideration received or receivable and is net of
returns, trade allowances and rebates. All contracts are short term in nature.
For the supply of goods, the performance obligation is considered to be satisfied when control of the
goods has been passed to the buyer. This generally happens on delivery and revenue is recognised at
that time. Payment is usually required before the goods are delivered.
For the supply of services, performance obligations are considered satisfied when the service has been
completed. Revenue is recognised at that time. Payment is due on completion of the service.
The Group sells some products which have extended warranty or maintenance periods. These are part
of the price of the original goods or services and are not identified or treated separately. Any costs
incurred by the Group in respect of these services are recovered from the manufacturers providing the
extended warranties and maintenance agreements.
Other Revenue

Rental revenue arising from premises rental is accounted for on a straight line basis over the lease term.
Interest comprises interest on funds invested and is recognised in
the statement of financial
performance as it accrues using the effective interest rate method.


2024
$000
2023
$000
Revenue from
Sale of products 923,111 914,319
Sale of services 87,800 80,984
Total revenue from contracts with customers 1,010,911 995,303

Interest 64 22
Other revenue 1,945 1,900
Total other revenue 2,009 1,922

2 Expenditure

Expenditure in the consolidated statement of financial performance
includes:



2024
$000
2023
$000
Auditor’s remuneration
Audit fees – statutory audit 604 544
Other services - 1
Total auditor’s remuneration 604 545
Operating lease expense 312 261
Directors’ fees 295 301
Bad debts written off 44 88
Donations 59 42
Contributions to retirement savings
CMC Workplace Savings Scheme 1,026 916
KiwiSaver 1,795 1,782
Increase/(decrease) in impairment allowance for:
Parts inventory obsolescence 203 150
Used stock provision 16 (480)
Doubtful debts (20) 62
Credit contracts (4) (5)

18



3 Interest

Interest expense comprises interest on deposits, vehicle floorplan finance, borrowings and bank
overdraft facilities.
See note 27 (b) for interest rate disclosures.
Interest costs are recognised using the effective interest rate method and expensed in the period they
are incurred.

4 Taxation
4(a) Tax expense
Tax expense comprises current and deferred tax. Tax is recognised in the consolidated statement of
financial performance except when it relates to items recognised directly in the consolidated statement
of comprehensive income.


2024
$000
2023
$000

Trading profit before tax 27,674 45,098
Non-trading items before tax (618) (2,632)
Profit before tax for the year 27,056 42,466
Expected tax charge at 28% 7,577 11,890
Tax adjustments for:
Non-deductible expenses 332 834
Tax exempt income - (207)
Changes in unrecognised temporary differences 43 215

Actual current tax charge 7,952 12,732
Movement in deferred tax 12,749 (231)
Total tax expense 20,701 12,501
Effective current tax rate on trading profit before tax 28.7% 28.2%
Effective current tax rate on profit before tax 29.4% 30.0%
4(b) Deferred tax
The calculation of deferred tax uses the liability approach that recognises deferred tax assets and
liabilities based on differences between the accounting and tax values of specific items in the
consolidated statement of financial position.
Deferred tax assets and liabilities are carried:

• at the tax rates expected to apply when the assets are recovered or liabilities settled
• on the basis that the Group expects future profits to exceed any reversal of existing temporary
differences

19




Deferred tax (liability)/asset
2024
$000
2023
$000

At the beginning of the year 7,916 4,267
Movement through the consolidated statement of
financial performance

On trading profit (18) 90
On non-trading property depreciation (12,731) 141
Movement through property revaluation reserve (634) 3,111
Movement through foreign currency cash flow hedge reserve 908 307
At the end of the year (4,559) 7,916


Deferred tax assets and liabilities are attributable to the following:
Trade and other payables 6,281 6,053
Trade and other receivables 22 27
Employee benefits 1,314 1,501
Inventories 1,287 1,175
Financial derivatives 215 (693)
Impairment allowance for finance bad debts 2 2
Property, plant and equipment (5,542) (5,376)
Building depreciation rule change (8,138) 5,227
Deferred tax (liability)/asset at the end of the year (4,559) 7,916

In March 2024 the rules regarding claiming depreciation on long live buildings as a deductible expense
for tax purposes were changed. From the 2024-25 year only fit out costs can be claimed and as a
result the Group will pay more income tax in future years. That increased cost is recognised
immediately through deferred tax through the creation of a deferred tax liability.
4(c) Imputation credit account




2024
$000
2023
$000
Imputation credits available for use in subsequent
reporting periods

49,890 48,232

The New Zealand imputation regime enables tax credits to be attached to dividends paid to
shareholders as a method of avoiding double-taxation of company profits.

5 Segment report

The Group is structured so that each motor vehicle dealership is managed locally under the control of a
dealer
principal who reports monthly to the Group Chief Executive. The Group Chief Executive is
considered to be the Chief Operating Decision Maker in terms of NZ IFRS 8 - Operating Segments. The
key measures used to assess
dealership performance are revenue, trading profit before tax, trade
receivables and inventory.

The dealerships have similar economic characteristics, financial performance (as measured by their
gross profitability), products, services, processes, customers, methods of distribution and all operate in
the same regulatory
environment. On that basis, all of the Group’s operating segments have been
aggregated into a single reporting segment to most appropriately reflect the nature and financial effects
of the business activities in which the Group engages and the economic environment in which it operates.
2024 2023
Operating
segment Corporate
Total
Group
Operating
segment Corporate
Total
Group
$000 $000 $000 $000 $000 $000
Revenue from customers 1,012,028 828 1,012,856 996,257 946 997,203
Depreciation & amortisation 5,696 4,325 10,021 5,103 3,068 8,171
Interest income 64 - 64 22 - 22
Interest expense 8,029 7,463 15,492 5,430 3,823 9,253
Trading profit before tax 26,317 1,357 27,674 43,368 1,730 45,098
Income tax 7,612 340 7,952 12,161 571 12,732
Total assets 349,150 249,389 598,539 298,193 250,225 548,418
Material non-cash items
Revaluation loss on
property
- (735) (735) - (2,626) (2,626)
Deferred tax 114 (12,863) (12,749) 100 131 231

20




6 Reconciliation of profit for the year with operating cash flows





2024
$000
2023
$000
Profit for the year 6,355 29,965
Adjustments for non-cash items
Depreciation and amortisation 10,021 8,171
Revaluation of property and investments 618 2,632
Cancellation of lease (119) -
Movement in
Impairment of credit contracts (4) (7)
Deferred tax 12,749 (231)
Movement in working capital
Trade and other payables (18,787) 26,926
Tax payable (3,414) (482)
Trade and other receivables (9,573) (8,242)
Inventory (38,827) (68,957)
Net cash flow from operations (40,981) (10,225)

7 Earnings per share




2024
$000
2023
$000
Trading profit after tax 17,884 30,339
Profit after tax for the year attributable to shareholders 4,535 27,848

Weighted average number of shares on issue – see note 20


Basic and diluted earnings per share on
Cents per
share
Cents per
share
Trading profit after tax 54.7 92.8
Profit after tax attributable to shareholders 13.9 85.2

Basic and diluted earnings per share are calculated by dividing the profit after tax attributable to
shareholders by the weighted average number of shares outstanding during the year.
There were no potentially dilutive ordinary shares outstanding at the reporting date (2023: none).

21




Notes on financial position
8 Inventory

New and used vehicles are valued at the lower of cost or net realisable value. Parts, accessories,
workshop stocks, fuels and gases are recognised at cost, using where applicable, the first in first out
method. Cost includes expenditure incurred in acquiring the inventory and bringing it to the existing
location and condition. Due allowance has been made for obsolete and slow moving stock.
Inventory, particularly of vehicles, is reviewed on a transaction by transaction basis as part of normal
commercial trading. Estimates and judgement are required to ensure that carrying values do not exceed
net realisable values at the reporting date.
Parts inventory is reviewed regularly for slow-moving or obsolete stock. At each reporting date an
impairment allowance is recognised based on the age of stock and historical evidence of inventory held
for a similar timeframe. The movement in the parts obsolescence allowance is as a result of a
combination of the realisation and scrapping of aged stock during the reporting period.



2024
$000
2023
$000
Vehicles 216,774 167,057
Parts, accessories, workshop fuels and gases 37,547 42,909
Impairment allowance (4,192) (3,989)
Total inventory 250,129 205,977

Total inventory write-down including parts, parts obsolescence and vehicles 353 (160)

9 Property, plant & equipment

Land & buildings
Land and buildings owned by the Group are categorised as property, plant & equipment because they
are owned specifically for use in the revenue generating operations of its subsidiaries.
All land and buildings, other than properties held for sale (if any), were independently valued at reporting
date by Quotable Value Limited to comply with Property Institute New Zealand Professional Practice
Standards and International Valuation Standards.
All property has been classified as level 2 in the fair value hierarchy specified in NZ IFRS 13 – Fair Value
Measurement because there is an observable active market for these type of assets.
All property was valued at its highest and best use by applying a direct sales comparison approach,
which derives fair values by comparing the property to similar assets that have recently sold on the open
market.
Any revaluation surplus is credited to the property revaluation reserve unless it reverses a revaluation
decrease for the same asset previously recognised in profit or loss. In that case, the surplus is credited
to profit or loss to the extent of the decrease previously charged. Any revaluation deficit is recognised
through profit or loss unless it directly offsets a previous surplus in the same asset in the property
revaluation reserve.
Other property, plant & equipment
Property, plant & equipment other than land and buildings are carried at cost less accumulated
depreciation and impairment losses. Cost includes all expenditure that is directly attributable to the
acquisition of the asset. Software that is integral to the functionality of the related equipment is capitalised
as part of the asset.
Depreciation
Land is not depreciated. The economic life of buildings has been assessed at between 33 and 100
years and buildings are depreciated accordingly. Any accumulated depreciation on buildings at
revaluation date is eliminated against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset.
Other plant and equipment has been depreciated over its estimated useful life on an accounting basis
that the Group considers best reflects the decline in the economic service potential of each class of
assets. The general rate bands are shown below:
Furniture, fittings and equipment 7.5 – 60% of Diminishing Value
Service vehicles 18 – 36% of Diminishing Value

Carrying values and depreciation rates are reviewed at each reporting date to ensure depreciation
rates are appropriate.

22




Land &
buildings
Furniture,
fittings &
equipment
Service
vehicles Total
$000 $000 $000 $000

Cost or fair value at 30 June 2022 121,556 28,944 6,217 156,717
Accumulated depreciation - (19,180) (3,892) (23,072)
Revaluation 104,525 - - 104,525
Net book value at 30 June 2022 226,081 9,764 2,325 238,170
Additions 17,276 2,668 5,807 25,751
Disposals (161) (117) (383) (661)
Depreciation (3,011) (2,163) (916) (6,090)
Movement in revaluation (5,211) - - (5,211)
Net book value at 30 June 2023 234,974 10,152 6,833 251,959

Cost or fair value at 30 June 2023 138,651 30,753 10,918 180,322
Accumulated depreciation - (20,601) (4,085) (24,686)
Revaluation 96,323 - - 96,323
Net book value at 30 June 2023 234,974 10,152 6,833 251,959
Additions 6,193 2,306 8,892 17,391
Disposals (72) (63) (5,502) (5,637)
Depreciation (3,200) (2,239) (2,226) (7,665)
Movement in revaluation 1,655 - - 1,655
Net book value at 30 June 2024 239,550 10,156 7,997 257,703

Comprised of:
Cost or fair value at 30 June 2024 141,572 32,403 13,120 187,095
Accumulated depreciation - (22,247) (5,123) (27,370)
Revaluation 97,978 - - 97,978
Net book value at 30 June 2024 239,550 10,156 7,997 257,703



2024
$000
2023
$000

Revaluation deficit recognised as non-trading items through the statement
of financial performance (735) (2,626)

Capital work in progress included in the value of land & buildings at
reporting date. Capital work in progress is not subject to depreciation until
completed and brought into use 2,270 3,156

Capital commitments
Commitments to the future acquisition of new dealership facilities and
development projects to existing facilities 1,952 1,075

If land and buildings were measured at cost the carrying value would be $141,572k (2023: $138,651k)

23



10 Trade and other receivables



2024
$000
2023
$000
Trade receivables 54,312 42,059
Impairment allowance for expected credit losses (78) (98)
54,234 41,961
Other receivables 2,553 4,536
Prepayments 244 963
Total trade and other receivables 57,031 47,460

Bad debts written off in year 44 88

The net carrying value of trade receivables and prepayments is considered to be their fair value.


The Group has adopted the simplified model of recognising lifetime expected credit losses as none of
the trade or other receivables contain a significant financing component.
In measuring expected credit losses, the trade receivables have been assessed on a collective basis
as they share similar credit risks. Expected loss rates are based on historic trading patterns over the
last 5 years adjusted for anticipated changes in the 12 months following reporting date.
The items included in other receivables do not share the same credit risks as trade receivables and no
credit loss is expected to arise.
Trade receivables are written off as bad debts when there is no expectation of recovery.

On the above basis the expected credit loss of trade receivables is as follows:


2024
$000
2023
$000
Expected credit loss rate 0.14% 0.23%
Gross carrying amount 54,312 42,059
Expected credit loss 78 98

Movements in the loss allowance are as follows:
Balance at 1 July 98 36
Allowance recognised in the statement of financial
performance (20) 62
Allowance recovered - -
Balance at 30 June 78 98

24



11 Trade and other payables



Trade and other payables are stated at amortised cost and includes benefits accrued for employees
including unpaid wages and incentives and annual leave.

Trade and other payables are all due within one year.

2024
$000
2023
$000
Trade payables 36,861 52,670
Employee benefits 8,669 9,738
Other payables 10,051 11,960
Total trade and other payables 55,581 74,368

12 Cash and cash equivalents


2024
$000
2023
$000
Bank accounts in funds 11,473 9,854
Net cash and cash equivalents 11,473 9,854

These balances include all cash and cash equivalents.
Bank overdrafts are payable at call.
The Company guarantees the amounts owing by its subsidiaries under overdraft facilities and the
subsidiaries guarantee the indebtedness of the Company.
Aggregate limit on bank overdrafts 6,635 6,635

25



13 Credit contracts


Dealerships arrange finance for customers to buy vehicles with a number of finance companies. Before
the customers enter into the finance agreements, information is gathered and provided to the finance
companies to check that customers meet their creditworthiness, affordability and
other criteria.
Dealerships make the initial loans to the customer but instantaneously assign them to the finance
company.
Credit contracts with Motor Trade Finance Limited
Credit contracts with Motor Trade Finance Limited (MTF) differ from the other finance companies. MTF
retains the right of recourse to the dealership if a particular customer defaults on their payments.
Accounting for the MTF credit contracts results in creating a receivable from the customer (which is
collected by MTF due to the assignment) and an equal and opposite liability for the amount that may
become payable to MTF if the customer defaults. In the normal course of business, the receivable and
liability for each finance deal reduce in parallel as customers make routine repayments.
The financial liabilities under credit contracts at reporting date consist of the outstanding balances on
customers’ accounts. The movement in the liability is detailed in note 26.
Financial receivables – credit contracts
There is a risk if customers fail to make the necessary repayments that the receivable will not be
recoverable and the liability will remain payable to MTF. Factors that mitigate
this risk include:
• credit checks that are carried out when the finance is arranged
• timely credit control practices
• the number of outstanding loans means there is no concentration of credit risk on a restricted
number of debtors
• security over the vehicles that are financed so that, if other measures fail, the vehicles can be
repossessed and sold to offset bad debts
Bad debts
If customers default and the sale proceeds of the vehicle do not cover the outstanding balance, the
deficit is recognised as an expense in the statement of financial performance.
Impairment
The balances are routinely reviewed for impairment and an allowance is made for amounts that are
unlikely to be recovered. The impairment allowance is calculated as a percentage of net amounts
outstanding under the credit contracts based on historic trading patterns.

Amounts owed by customers are recoverable over a number of years. To determine the percentage
used for the impairment allowance, estimates are based on historical data for contracts in default.

Financing agreements outstanding at reporting date that have been assigned to MTF with recourse
have the following repayment schedule:
2024
$000
2023
$000
Up to 1 year 436 452
1 to 2 years 261 437
2 to 3 years 91 244
3 to 4 years 99 61
4 to 5 years 12 15
Total 899 1,209
Impairment allowance (5) (9)
Carrying value of receivables 894 1,200

Number of credit contracts 48 74
Value of impaired accounts written off in the year ($000) - -
Actual arrears past due at 30 June ($000) - 3
Arrears as a percentage of total - 0.26%
Total value of accounts in arrears at 30 June ($000) 12 38
Accounts in arrears as a percentage of total 1.29% 3.15%

26



The amounts payable by customers under the financial assets – credit contracts, including future
interest, have the following repayment profile, which is the maximum amount the Group may be required
to pay if subject to recourse under its contractual obligations.
2024
$000
2023
$000
Less than 1 year 509 549
1 to 2 years 297 493
More than 2 years 229 347
Total 1,035 1,389

14 Leases


With the exception of low value assets and short term leases, at the start date of an operating lease the
Group recognises a right of use asset, representing the right to use the underlying asset, and a lease
liability, representing the obligation to make lease payments.

The right of use asset is initially measured at cost comprising the lease liability recognised, any initial
direct costs including lease payments made before the commencement date, less any incentives. Right
of use assets are then depreciated on a straight line basis over the shorter of the lease term or the
estimated useful life of the assets. The Group also assesses the impairment of the right of use asset
when such indicators exist.

The lease liability is recognised from the start date of the lease measured at the present value of lease
payments to be made over the life of the lease. When calculating the present value of lease payments,
the Group uses its incremental borrowing rate at the commencement date of the lease as the interest
rate implicit in the lease is not determinable. After the commencement date, the amount of the lease
liability is increased to reflect the addition of interest charges and reduced for the lease payments made.
The carrying amount of lease liabilities is remeasured if there is a change in the terms of the lease (for
example a change in the length of the lease or a change in the lease payments). The term of the lease
includes any rights of renewal where there is a reasonable level of certainty that the lease will be
renewed.

Lease payments on low value assets or short term leases (less than 12 months) are recognised as an
expense on a straight line basis over the lease term.

The Group has leases for dealership facilities, including showrooms, workshops, office space and
storage areas at a number of sites across the country and for office accommodation in Wellington. With
the exception of short term leases and leases on low value assets, each lease is reflected on the
statement of financial position as a right of use asset and an associated lease liability. Property leases
have original terms up to 24 years and most have rights to renew exercisable at the option of the Group.
The majority of leases allow for a market rent increase when renewals are exercised and some have
annual inflation increases.
The following table summarises the Group’s leasing activities:


Number
leased
Range of
remaining
terms (years)
Average
remaining
term (years)
Number with
renewal options
Number with
rent reviews
Dealership
facilities
30

1 – 17

7 26 26
Office
building
1 6 6 1 1

27




The value of right of use assets by type is summarised below:


Dealership
facilities
Office
building Total

$000 $000 $000
At 1 July 2022 18,826 1,069 19,895
Additions 2,660 - 2,660
Depreciation (2,093) (139) (2,232)
Disposals (1,124) - (1,124)
Right of use assets at 30 June 2023 18,269 930 19,199
Additions 3,908 - 3,908
Depreciation (2,202) (139) (2,341)
Disposals (977) - (977)
Total right of use assets at 30 June 2024 18,998 791 19,789
Lease liabilities are presented as current or non-current liabilities based on the maturity date of the
underlying lease. The maturity of lease liabilities is as follows:


Within
one
year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
5 to 10
years
Over 10
years

$000 $000 $000 $000 $000 $000 $000
2024
Lease liability 2, 070 2,018 1,959 1,996 1,945 7,668 4,191
Finance charge 1,072 979 884 786 688 688 372

2023

Lease liability 2,038 1,988 1,968 1,929 1,902 6,965 4,351

Finance charge 703 629 557 484 409 1,182 271

Interest costs for the year on lease liabilities was $1,067k (2023: $705k). This has been included in
interest in the statement of financial performance.
A number of leases have right to renew options exercisable by the lessee. The Group has included all
of these renewal options in the right of use asset with the exception of four properties which are sub-
leased and exercise of the renewal is subject to the head lease.
The Group has a number of properties which are leased on terms which have less than 12 months to
run. The cost of these leases was $312k (2023: $261k) for the year and has been included in property
occupation costs in the statement of financial performance. At 30 June 2024 the total commitment on
these leases was $324k (2023: $98k).

The Group owns some properties that are not completely occupied by Group companies and the space
is leased to third parties. The leases are negotiated under normal commercial arrangements with
varying terms, escalation clauses and renewal conditions and without undue restrictions. Rent of
$1,195k (2023: $917k) has been included in other revenue. The rent is receivable during the non-
cancellable periods of these leases according to the following schedule.
Lease receivables
2024
$000
2023
$000

Within one year 1,020 1,009
Between one and two years 600 787
Between two and five years 460 812
Over five years 12 61
Total operating lease receivables 2,092 2,669

28




15 Intangible assets


Intangible assets consist of goodwill.
Goodwill is recognised on acquisitions of subsidiaries or purchases of business assets and represents
the excess of the acquisition costs over the fair value of the individually identified acquired assets and
liabilities at acquisition date.
Goodwill relates to the acquisition of business assets which have no foreseeable limit to the period over
which they are expected to generate cash inflows for the Group. As such they are considered to have
an indefinite useful life.
The value of intangibles is compared with the “value in use” of the affected dealerships, being South
Auckland Motors Ltd and Dunedin City Motors Ltd, which have been identified as the cash generating
units associated with the intangibles. Impairment of the intangible assets is recognised if there is
considered to be a permanent reduction in the “value in use”.

Impairment testing calculations require the use of estimates and assumptions. The calculations of “value
in use” are based on the actual results for the past five reporting periods together with the projected
results for the next five reporting periods. It was assumed that there would be an initial reduction in
profitability from the levels seen in 2024 as the economy contracts followed by a stabilisation at a level
consistent with historic returns.
Key assumptions relate to the general economic outlook, the size of the new and used vehicle industries
and the performance of the Group’s business units in this environment.
The discount rate used in completing the cash flow forecast to assess value in use was 10.1%
(2023: 10.5%).
Management considers that any reasonable change in a key assumption used in the determination of
the value in use would not cause the carrying amount of goodwill to exceed the recoverable amount.

The value of intangible assets was reviewed at 30 June 2024. There was no indication of impairment
below their carrying amount (2023: $Nil).
2024 2023
Goodwill $000 $000
Balance at 1 July 1,028 1,028
Impairment loss during the year - -
Balance at 30 June 1,028 1,028

Cost 1,028 1,028
Accumulated amortisation and impairment - -
Balance at 30 June 1,028 1,028

29



Notes on investments
16 Subsidiaries

Subsidiaries are entities controlled by the Company. Control requires the investor to have exposure or
rights to variable returns and the ability to affect those returns through power over the investee. The
financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases. Intra-group balances, and any revenue and
expenses from intra-
group transactions, are eliminated in preparing the consolidated financial
statements.
Non-controlling interests in the results and equity of subsidiaries are shown separately in each of the
consolidated financial statements. They represent the portion of the profit or loss, other comprehensive
income and net assets of subsidiaries that are not held by the Group based on their respective
ownership interests.

All subsidiaries are 100% owned (2023: 100%), with the exception of Southpac Trucks Limited which is
85% owned ( 2023: 85%). All subsidiaries have a reporting date of 30 June. All Group companies are
registered in New Zealand. Subsidiary companies operate as motor vehicle dealerships and related or
incidental activities. The Company provides administrative and financial services to the subsidiaries as
well as leasing them, at market rates, many of the properties they occupy.
Trading subsidiaries
Agricentre South Ltd, Avon City Ltd (formerly Avon City Motorcycles Ltd), Avon City Motors Ltd, Capital
City Motors Ltd, Dunedin City Motors Ltd, Energy City Motors Ltd, Energy Motors Ltd, Fagan Motors
Ltd, Hutchinson Motors Ltd, M.S. Motors (1998) Ltd, Macaulay Motors Ltd, NZ Automotive Ltd (formerly
EV Trucks Ltd), Ruahine Motors Ltd, South Auckland Motors Ltd, Southern Autos – Manukau Ltd,
Southern Lakes Motors Ltd, Southpac Trucks Ltd and Timaru Motors Ltd.
Non-trading subsidiaries
Agricentre Ltd, Avery Motors Ltd, Capital City Paint & Panel Ltd, Central Lakes Automotive Ltd, East
City Ford Ltd, EV Trucks Ltd (formerly Jeff Gray Ltd), The Motor Company Ltd, Centennial Motors Ltd,
Panmure Motors Ltd, KB Ford Ltd, CMC Motors Ltd, Queenstown Motors Ltd, South Auckland Ford Ltd,
Southland Tractors Ltd, Stevens Motors Ltd, CMC Motor Group Ltd and Trucks South Ltd.

Non-controlling interest
Southpac Trucks Ltd operates branches and service agencies throughout New Zealand and its principal
place of business is Auckland. The summarised financial position and cash flows at the reporting date
were as follows:


2024
$000
2023
$000
Shareholders’ equity 33,501 33,525
Total liabilities 139,676 106,159
Total equity and liabilities 173,177 139,684
Total assets 173,177 139,684
Net cash flows from:
Operating activities (34,024) (186)
Investing activities (1,507) (1,582)
Financing activities 37,424 2,830
Net movement in cash held 1,893 1,062
Opening cash balance 2,154 1,092
Closing cash balance 4,047 2,154

17 Investments



2024
$000
2023
$000
Shares in Motor Trade Finance Limited (MTF) 491 1,349
Other 1 1
Total investments 492 1,350

MTF shares are traded in a quoted but restricted market and are categorised as level 2 in the fair value
hierarchy set out in NZ IFRS 13 – Fair Value Measurement.
Shares are carried at fair value with changes in value recognised through the statement of financial
performance.

30




Notes on funding
18 Capital management

The Group’s capital includes share capital, retained earnings and property revaluation reserves.
The Group’s policy is to maintain a strong capital base to ensure that it continues as a going concern,
to maintain investor, supplier and market confidence and to sustain future development of the business.
The Board regularly monitors future capital requirements and costs to maintain an appropriate balance
of shareholders’ equity and debt. The Group generally maintains the capital structure by setting a
sustainable level of dividends.
The Group issues call debt securities and maintains relationships with a number of financial institutions
to ensure that adequate debt facilities are available to meet short to medium term strategic cash flow
requirements and as a buffer for unexpected events. The Group complied with all of the financial
covenants incorporated in the borrowing facilities (note 24) and the at call deposit trust deed (note 23)
at the reporting date and at 30 June 2023. There are no other externally imposed capital requirements.
There has been no change in the Group’s management of capital during the years ended 30 June 2024
or 30 June 2023.

31



19 Movements in equity

Share
capital
(Note 20)
Property
revaluation
reserve
Foreign
exchange
cash flow
hedge
reserve
Retained
earnings
Total
attributable
to share-
holders
Non-
controlling
interest
Total
equity
$000 $000 $000 $000 $000 $000 $000
Balance at 30 June 2022 15,968 113,304 2,185 171,883 303,340 4,500 307,840
Dividends paid - note 21 - - - (20,271) (20,271) (1,350) (21,621)
Total transactions with
shareholders
- - - (20,271) (20,271) (1,350) (21,621)
Profit for the year - - - 27,848 27,848 2,117 29,965
Other comprehensive income
Property revaluation reserve
Fair value movement - (2,584) - - (2,584) - (2,584)
Deferred tax - 3,111 - - 3,111 - 3,111
Foreign exchange cash flow
hedge reserve

Fair value movement - - (932) - (932) (164) (1,096)
Deferred tax - - 261 - 261 46 307
Total comprehensive income - 527 (671) 27,848 27,704 1,999 29,703
Balance at 30 June 2023 15,968 113,831 1,514 179,460 310,773 5,149 315,922
Dividends paid - note 21 - - - (18,636) (18,636) (1,500) (20,136)
Total transactions with
shareholders
- - - (18,636) (18,636) (1,500) (20,136)
Profit for the year - - - 4,535 4,535 1,820 6,355
Other comprehensive income
Property revaluation reserve
Fair value movement - 2,389 - - 2,389 - 2,389
Deferred tax - (634) - - (634) - (634)
Foreign exchange cash flow
hedge reserve

Fair value movement - - (2,756) - (2,756) (487) (3,243)
Deferred tax - - 772 - 772 136 908
Total comprehensive income - 1,755 (1,984) 4,535 4,306 1,469 5,775
Balance at 30 June 2024 15,968 115,586 (470) 165,359 296,443 5,118 301,561

Reserves
The property revaluation reserve arises on the revaluation of land and buildings. Where revalued land
or buildings are sold, the portion of the revaluation reserve that relates to the asset and is effectively
realised, is transferred directly to retained earnings.

The foreign exchange cash flow hedge reserve comprises the cumulative balance of adjustments to
uncompleted transactions that qualify as effectively hedged under NZ IFRS 9 – Financial Instruments.

32



20 Share capital

All shares on issue are fully paid-up and have no par value.
All ordinary shares:
• have equal voting rights
• share equally in dividends
• would share equally in any surplus on winding up
2024
$000
2023
$000
Share capital 15,968 15,968


Thousands
of shares
Thousands
of shares
Number of ordinary shares authorised and on issue 32,695 32,695
Weighted average number of ordinary shares on issue 32,695 32,695

21 Dividends



2024
$000
2023
$000
Date paid Cents per share
Final for the previous year 2 October 2023 42.0 13,732 15,367
Interim for the current year 25 March 2024 15.0 4,904 4,904
Dividends paid during the year 18,636 20,271

For details of the final dividend for the current year, see note 32.

22 Vehicle floorplan finance

When not purchased outright, new vehicles are funded by bailment arrangements, which represent a
financial liability, accounted for at amortised cost. The vehicles are initially included in inventory at the
same value.
Most of the subsidiaries have bailment facilities with finance companies to provide funding for new
vehicles. The main finance company is UDC Finance Limited. Under these facilities the finance
companies own the vehicles that are placed in the control of the subsidiaries as bailees and are available
to display for sale to the public in the dealerships. The subsidiaries pay bailment fees (similar to interest)
for the use of the vehicles. The bailment agreements are subject to financial limits. The vehicles are
purchased from the finance companies when they are sold to customers.
If the subsidiaries breach the bailment agreements, the finance companies retain the right to repossess
and sell the vehicles and the subsidiaries must meet any shortfall of the sale proceeds from the purchase
price of the vehicles.
Liabilities under bailment agreements are due for payment within the next 12 months.
2024
$000
2023
$000
Total vehicle floorplan finance 100,032 51,994

33



23 At call deposits

The Company offers for subscription unsecured call debt securities (Deposits) that are repayable on
demand. Acceptance of Deposits is restricted to shareholders, employees and their associates.
At reporting date the Deposits were constituted by, issued under and described in, a trust deed dated
13 September 2016 between the Company, its Guaranteeing Subsidiaries (as therein defined) and
Public Trust as supervisor for the holders of Deposits (the Depositors). Under the terms of the trust
deed the Guaranteeing Subsidiaries unconditionally guarantee, jointly and severally, the repayment
of the deposits together with interest thereon by the Company and by each of the other Guaranteeing
Subsidiaries. The governance documents, including a product disclosure statement, are available on
the Disclose Register.
Interest is payable on Deposits at rates that vary from time to time as disclosed to the Depositors on
the application form or as subsequently notified to Depositors in writing. The interest rate applicable
at 30 June 2024 was 5.75% (2023: 5.75%).

2024
$000
2023
$000
Deposits 29,325 31,327

Maximum amount of deposits on offer 40,000 40,000

24 Borrowings

The Group has wholesale facilities with BNZ, ANZ and Westpac, three highly respected international
registered trading banks. The facilities with BNZ and Westpac have a maturity date of March 2025
and have been treated as current. The facility with ANZ has two components, one with a maturity date
of March 2026 and one with a maturity date of December 2024. The component ($20m) with a maturity
date of March 2026 has been treated as non-current, the remainder as current. The facilities are used
to finance working capital and are drawn and repaid as required. During the year the combined facility
limits were increased by $20m to $105m.
Wholesale bank borrowing is transacted only by the Company. Its indebtedness is guaranteed by its
trading subsidiaries to the full extent of the facilities.
The agreements with each of the banks are very similar and require the Group to meet financial criteria
based on ratios derived from its financial statements. The Group also pledges to the banks not to grant
security over any of its assets i.e. a “negative pledge”.
The Company has a finance agreement with UDC Finance Limited to fund the purchase of new
vehicles. Unlike the bailment arrangements described in note 22, the passenger and light commercial
vehicles acquired are not held as inventory for resale but are loaned to a third party under a separate
agreement. The Company is the registered owner and the vehicles are included in fixed assets. As
the loans are taken against each individual vehicle, which are replaced every six months, they have
been classified as current. Interest is paid monthly and the loans are secured against the value of the
vehicles. The facility limit is $7m.

2024
$000
2023
$000
Bank borrowing 56,371 16,457
Vehicle borrowing 6,294 5,054
Borrowing – current 62,665 21,511
Bank borrowing - non current 20,000 26,230

Combined bank facility limits 105,000 85,000
Vehicle financing facility limit 7,000 7,000

34



25 Financial instruments

Financial instruments primarily comprise cash at bank, receivables, payables, credit contracts, forward
exchange contracts, shares in companies, borrowings and loans.

Financial assets, other than those designated and effective as hedging instruments, are classified into
the following categories:
• amortised cost
• fair value through profit or loss
• fair value through other comprehensive income
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset

Measurement of financial assets

Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are
not designated as fair value through profit or loss):
• the assets are held to collect contractual cash flows
• the contractual terms of the assets give rise to cash flows that are only payments of principal and
interest
After initial recognition, the assets are measured at amortised cost using the effective interest rate
method. Discounting is ignored where the effect of discounting is not material.

Financial assets at fair value through profit or loss
Financial assets that are held under a different model than ‘held to collect’ or ‘held to collect and sell’
and assets whose cash flows are not solely payments of principal and interest are accounted for as
fair value through profit or loss. All derivative financial instruments fall into this category, except for
those designated and effective as hedge instruments. This category also contains any equity
investments.

Assets in this category are all measured at fair value with gains or losses recognised in the statement
of financial performance. The fair values of the assets in this category are determined by reference to
an active market or by using an alternative valuation technique where no market exists.

Financial assets at fair value through other comprehensive income
The Group had no financial assets in this category at 30 June 2024.

Impairment of financial assets
Recognition of credit losses is not dependent on identifying a credit loss event but instead considers
a broader range of information when assessing credit risk including past events, current conditions
and reasonable forecasts that could affect the expected collectability of future cash flows. In applying
this approach, distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial
recognition, or that have a low credit risk (Stage 1)
• financial instruments that have deteriorated in credit quality since initial recognition and whose
credit risk is not low (Stage 2)
• financial instruments that have objective evidence of impairment at the reporting date

Twelve month expected credit losses are recognised for Stage 1 instruments while lifetime expected
credit losses are recognised for Stage 2 instruments. Measurement of expected credit losses is
determined by a probability weighted assessment of the credit losses over the life of the instrument.

The Group makes use of a simplified approach in accounting for trade receivables. See note 10 for
more information.

35



Measurement of financial liabilities
Financial liabilities are initially measured at fair value and, where applicable, adjusted for transaction
costs. Subsequently, financial liabilities are measured at amortised cost using the effective interest
method except for derivative financial instruments that are designated and effective as hedging
instruments (see note 28).

Financial instruments by category
2024 2024 2023 2023
$000 $000 $000 $000


Fair value
through
profit or
loss
Amortised
cost
Fair value
through
profit or
loss
Amortised
cost
Assets
Cash and bank accounts - 11,473 - 9,854
Trade and other receivables - 56,787 - 46,497
Credit contracts - 894 - 1,200
Shares in companies 492 - 1,350 -
Financial derivatives – foreign exchange - - 2,475 -



Financial
liabilities at
amortised
cost
Financial
derivatives
at fair value
Financial
liabilities
at
amortised
cost
Financial
derivatives
at fair
value
Liabilities
Bank borrowings 76,371 - 42,687 -
Vehicle financing 6,294 - 5,054 -
At call deposits 29,325 - 31,327 -
Trade and other payables 45,530 - 62,408 -
Lease liabilities 21,847 - 21,141 -
Vehicle floorplan finance 100,032 - 51,994 -
Credit contracts 899 - 1,209 -
Financial derivatives – foreign exchange 768 - - -

36



26 Reconciliation of liabilities arising from financing activities


Movements in liabilities from financing activities during the year were as follows:

At 1 July
2023 Cash flows
Non-cash
changes
At 30 June
2024

$000 $000 $000 $000



Bank borrowing – note 24 42,687 33,684 - 76,371

Vehicle financing – note 24 5,054 1,240 - 6,294

At call deposits – note 23 31,327 (2,002) - 29,325

Vehicle floorplan finance – note 22 51,994 48,038 - 100,032

Total short term borrowings 131,062 80,960 - 212,022

Credit contracts – note 13

Short term 452 - (16) 436

Long term 757 - (294) 463

Lease liabilities – note 14

Short term 2,038 32 - 2,070

Long term 19,103 674 - 19,777

Total liabilities arising from financing
activities 153,412 81,666 (310) 234,768



At 1 July
2022 Cash flows
Non-cash
changes
At 30 June
2023

$000 $000 $000 $000



Bank borrowing – note 24 14,732 27,955 - 42,687

Vehicle financing – note 24 - 5,054 - 5,054

At call deposits – note 23 31,076 251 - 31,327

Vehicle floorplan finance – note 22 28,443 23,551 - 51,994

Total short term borrowings 74,251 56,811 - 131,062

Credit contracts – note 13

Short term 956 - (504) 452

Long term 920 - (163) 757

Lease liabilities – note 14

Short term 2,027 11 - 2,038

Long term 19,752 (649) - 19,103

Total liabilities arising from financing
activities 97,906 56,173 (667) 153,412

37




Notes on managing risk
27 Financial risk management

27 (a) Credit risk
Financial instruments which potentially subject the Group to concentrations of credit risk consist
principally of bank balances, deposits, receivables and credit contracts.
The carrying amounts of financial assets represents the Group’s maximum credit exposure.
The Group places its cash and short term investments with high credit quality financial institutions (as
determined by independent credit rating agencies) and limits the amount of credit exposure to any one
financial institution.
The Group performs credit evaluations on all customers requiring credit and generally does not require
collateral or other security to support financial instruments with credit risk.
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of
customers included in the Group’s customer base.
The rate of impairment of amounts receivable under credit contracts (note 13) is low. If the incidence of
recourse requiring balances to be written off were to increase by 1% it would increase the annual amount
written off through profit or loss by $0.01m (2023: $0.01m).

27 (b) Interest rate risk
The Group is not exposed to any specific interest rate risk other than normal interest rate movements
on a daily basis in the New Zealand market. The specific rates that the Group was exposed to during
the year were:
2024 2023
Bank overdrafts 8.98% - 14.70% 9.42% - 18.70%
At call deposits 5.75% 3.25% - 5.75%
Borrowing and bailment facilities 7.17% - 9.20% 3.70% - 9.20%

Bank borrowings are unsecured and fall within the agreed committed facility requirements in place with
the Group’s bankers. These facilities have maturity dates ranging from December 2024 to March 2026
and are expected to be renewed in the normal course of business. The facilities can be drawn on or
repaid at any time and interest rates are variable. Vehicle financing loans are secured against the vehicle
and have terms of less than one year. The loans are drawn on or repaid as the vehicles to which they
relate are returned and replaced. The interest rate is variable. The carrying value of all loans is
considered to be the fair value.
Interest rate sensitivity
The effect of a movement of 1% in interest rates would be to change finance costs in the statement of
financial performance and equity by $1.12m per annum (2023: $0.79m).

27 (c) Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual payment obligations. The Group
monitors its cash on an ongoing basis to ensure it has sufficient credit facilities to meet its obligations.
The Group obtains funding for its operations from several sources. In addition to its shareholders’ funds
(made up of share capital and reserves), funding is also provided by depositors through the at call
deposit scheme and from banks and other financial institutions.
Financial liabilities in the form of at c all deposits are repayable at call. Trade and other payables fall
due within one year. The potential repayment profile of amounts due under financial liabilities – credit
contracts is provided in note 13.
There is a risk that the banks may reduce or withdraw the facilities or will be unable to provide the level
of funding required. The Group would then be required to obtain alternative funding which could cost
more. If no alternative funding was available, the consequences would disrupt cash flows and potentially
the Group may not be able to continue to pay suppliers and staff or repay depositors.

If the finance companies were to withdraw the bailment facilities described in note 22 or were unable to
fund as many vehicles as required, the Group would have to seek alternative methods of funding the
vehicles. This could involve bailment agreements with other providers or additional bank funding to
purchase the vehicles outright. The consequences could include increased costs and disruption to the
supply of new vehicles for sale.

38



27 (c) Liquidity risk (continued)

The Group mitigates its funding risk by adopting prudent financial management practices (such as
closely monitoring its cash flows and regularly checking compliance with the financial ratios) and by
maintaining open and honest relationships with the banks and finance companies.
The extent of the financing facilities is disclosed in note 24 and floorplan facilities in note 22.

27 (d) Foreign currency risk
The Group enters into fixed rate foreign exchange contracts to create cash flow hedges for the purchase
of trucks on a contract-by-contract basis with firm customer orders and for units ordered for stock. Other
short term transactions are covered by forward exchange contracts and accounted for at that rate.

The principal values (stated in New Zealand Dollars) of forward exchange contracts entered into and
outstanding at each reporting date were denominated in the following currencies.

Currency
2024
$000
2023
$000
Australian Dollars (AUD 48.3m) 53,750 162,117
Euros (EUR 13.6m) 24,208 84,798
Total 77,958 246,915

Due to the close association between foreign currency commitments for imported goods, their selling
price and the underlying forward exchange contracts, it is estimated that any change in the New Zealand
Dollar exchange rates against the above currencies would have had minimal impact on the result and
equity for the years ended 30 June 2024 or 30 June 2023.

28 Financial derivatives – foreign exchange


Foreign exchange asset/(liability)
2024
$000
2023
$000
Balance at 1 July 2,475 3,571
Movement during the year through
Other comprehensive income (3,243) (1,096)
Statement of financial performance - -
Balance at 30 June (768) 2,475

The Group uses forward currency contracts to hedge its foreign currency risks. Such derivative financial
instruments are initially recognised at fair value on the date on which a derivative contract is entered
into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the
fair value is positive and as financial liabilities when the fair value is negative.

For the purpose of hedge accounting, hedges are classified as cash flow hedges when hedging the
exposure to variability in cash flows that is either attributable to a particular risk associated with a
recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment.

At the inception of a hedge relationship, the Group formally designates and documents the hedge
relationship to which it wishes to apply hedge accounting and the risk management objective and
strategy for undertaking the hedge.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the
risk being hedged and how the Group assesses whether the hedging relationship meets the hedge
effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the
hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the
following effectiveness requirements:

• there is ‘an economic relationship’ between the hedged item and the hedging instrument
• the effect of credit risk does not ‘dominate the value changes’ that result from that economic
relationship
• the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group actually hedges and the quantity of the hedging instrument that the
Group actually uses to hedge that quantity of hedged item

39



Hedges that meet all the qualifying criteria for hedge accounting all fall into one category of hedge and
are accounted for as described below:

Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in Other Comprehensive
Income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the
statement of financial performance. The cash flow hedge reserve is adjusted to the lower of the
cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged
item. The Group continues to designate all of the forward contracts as hedging instruments.

The amounts accumulated in Other Comprehensive Income are accounted for depending on the nature
of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition
of a non-financial item such as inventory, the amount accumulated in equity is removed from the
separate component of equity and included in the initial cost or other carrying amount of inventory.

29 Dealership franchise agreements

Each of the trading subsidiaries enters into agreements in their own right with the New Zealand
distributor to sell and service specific brands of motor vehicle in a defined primary marketing area. As
national distributors, Southpac Trucks Limited and NZ Automotive Limited have equivalent agreements
with international suppliers covering the whole country. Most of these agreements (called either dealer
or franchise agreements) do not have a specific duration. All of the dealer or franchise agreements
contain the right for the distributor/franchisor or the dealer to terminate the arrangements at short notice.
Some of these agreements have finite terms from one to three years, usually without automatic rights
of renewal. If a dealership or franchise agreement is terminated or not renewed there could be a
detrimental effect on the future financial performance of the Group.

The Group manages and mitigates this risk through stable and profitable operating businesses that
deliver on franchise objectives in conjunction with a customer first approach. In addition, strong
relationships with brand partners, at both the Group and dealership levels, focuses on delivering
mutually beneficial long term outcomes to further manage this risk.

40




Other notes
30 Related party transactions

The Group has related party transactions with key management personnel and the CMC Group
Workplace Savings Scheme.

Management personnel
Transactions with key management personnel were:


2024
$000
2023
$000
Short term benefits (including salary, incentives, profit share, use of motor
vehicles and other benefits) 7,033 8,888
Post-employment benefits (including contributions to retirement savings
schemes) 283 278
Total remuneration benefits 7,316 9,166

Key management personnel includes current Directors (executive and non-executive), key management
at the group office and chief executives of all trading subsidiaries.
Some key management personnel have funds on deposit with the Company by way of its unsecured at
call debt securities – note 23 – on the same terms and conditions as all other depositors.
Also see remuneration of Directors on page 52 and remuneration of employees on page 53.

The CMC Group Workplace Savings Scheme
The Company is the sponsoring employer of the CMC Group Workplace Savings Scheme (the Scheme)
which is a defined contribution scheme. It is categorised as an employer-related restricted workplace
savings scheme registered under the FMCA 2013.
The Company ceased to be the trustee of the Scheme when a new trust deed was registered on
18 November 2016 but continues to provide administrative services to the Scheme and received fees
of $0.09m during the year (2023: $0.09m).
The Scheme holds 148,196 (2023: 148,196) ordinary shares in the Company representing 3.1% (2023:
4.2%) of its total assets. The Company is a related party to the Scheme and FMCA limits investments
in related parties to 5% of total assets.
All transactions between key management personnel, the Scheme and Group companies were in the
normal course of business.

31 Contingencies

There were no contingent assets or liabilities at 30 June 2024 (2023: $Nil).






The Group has provided guarantees to PACCAR Australia Pty Limited in respect of obligations owed to
that company. The guarantee is in proportion to the shareholding in Southpac Trucks Limited and the
maximum exposure for the Group is $1.3m.

32 Events after the reporting date

On 20 August 2024, a dividend of 20.0 cents per share was declared to be paid fully imputed on
7 October 2024, representing a total payment of $6.539 million.

41








Independent auditor’s report
To the Shareholders of The Colonial Motor Company Limited

Report on the audit of the consolidated financial statements




Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))
issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.



Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.










Opinion
We have audited the consolidated financial statements of The Colonial Motor Company Limited (the
“Company”), including its subsidiaries (the “Group”) on pages 10 to 40 which comprise the consolidated
statement of financial position as at 30 June 2024, and the consolidated statement of financial
performance, consolidated statement of comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at 30 June 2024 and its consolidated financial
performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards
Board and International Financial Reporting Standards (“IFRS”).

42



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

Recognition of revenue from contracts with
customers
The Group has recognised revenue from contracts
with customers of $ 1,011m for the financial year. The
accounting policies for recognition of revenue and the
breakdown of revenue from different performance
obligations are set out in note 1.

Revenue from sale of products is recognised when the
control of the vehicle has passed to the customer
which is normally at the time of delivery of the vehicle.

We have raised this as a key audit matter due to the
large number of transactions throughout the reporting
period and risk that revenue transactions have been
recorded in the incorrect period based on the date of
recording the transaction compared to when control of
the vehicle has been transferred to the customer.
In obtaining sufficient and appropriate audit evidence we:
• Evaluated the Group’s recognition of revenue by
assessing the processes that management has in place
to ensure that appropriate revenue recognition policies
have been consistently applied in accordance with NZ
IFRS 15 Revenue from contracts with customers.

• Performed test of controls on the sales process for new
and used vehicles to ensure the controls were
effectively designed and implemented throughout the
period.

• Tested a sample of sales transactions on either side of
the reporting date to substantiate that the appropriate
conditions of the relevant contracts had been satisfied,
that the control of the vehicle had passed to the
customer and therefore revenue was recognised in the
correct period.




Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the information
included in the Annual Report but does not include the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements, or our knowledge obtained
in the audit or otherwise appears to be materially misstated.
We have nothing to report in this regard.



Directors’ responsibilities for the consolidated financial statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS issued by the New Zealand Accounting
Standards Board and 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 error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.

43





Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located on
the External Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-
standards/auditors-responsibilities/audit-report-1



Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders, as a body those matters which we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,
as a body, for our audit work, for this report or for the opinion we have formed.

Grant Thornton New Zealand Audit Limited



Ryan Campbell
Auckland
13 September 2024

44




Governance statement

The Colonial Motor Company Limited (CMC or Company) is a public company with its shares listed on the
New Zealand Stock Exchange (NZX) operated by NZX Limited.
CMC’s Board of Directors (Board) is committed to maintaining high standards of governance by
implementing a framework of structures, practices and processes that it considers appropriate and
effective. CMC’s corporate governance policies and procedures and its board and committee charters,
which document the framework, have been approved by the Board. Components of the system of
governance are regularly reviewed. The Company’s charters, terms of reference and policies have all
been reviewed during the re
porting year and can be found on the Company’s website
(www.colmotor.co.nz).
This statement sets out how these measures meet the recommendations made in the NZX Corporate
Governance Code 1 April 2023 and the requirements of the NZX Main Board Listing Rules (Listing Rules).

The Board’s view is that the corporate governance structures, practices and processes have, with any
stated exceptions, followed these recommendations and requirements in the year to 30 June 2024.
The Group is organised so that each motor vehicle dealership is incorporated as a subsidiary company
that is managed locally. The CEO of each Group company reports to the Group Chief Executive. Each
dealership also has a direct relationship with the franchisor(s) it represents.
1. Code of ethical behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Board ensures that, consistent with its history and industry standing, CMC conducts its dealings with
all stakeholders with integrity and respect. It maintains a directors’ manual, including a code of ethics, that
extends to all staff and sets out required standards of behaviour. The code of ethics was reviewed during
the reporting year. In particular, Directors take care to comply with rules requiring disclosure of positions
and occupations they have outside of CMC that may involve a conflict of interest.
The Company has a securities trading policy that complies with prevailing legislation. It requires full
disclosure by directors and senior executives, both before and after buying and selling CMC shares. All
share trades by directors and senior executives are reported to the market and Director’s trades are
disclosed in the Annual Report (page 53).
The Company has a protected disclosures (whistle blower) policy to comply with prevailing practice to
protect employees who make disclosures of information about serious wrongdoing within the Group.
2. Board composition and performance
To ensure an effective board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
The Board operates under a written charter which sets out the roles and responsibilities of the Board and
distinguishes them between the respective roles and responsibilities of the Board and Management.
The Company’s constitution specifies that there should be between five and seven directors – there are
currently six. The Board contains a mix of two independent directors and four executive and non-executive
directors who are not independent, which reflects the shareholder mix. The Board chair is an independent
director who is not the Group Chief Executive. Information about each Director regarding their experience,
length of service, independence, ownership interests and meeting attendance is disclosed in the Annual
Report (page 51).
As vacancies arise, new directors are identified by the Nominations Committee of the Board. A person
identified by that Committee can be appointed as a director by the Board during the year but must then
stand for election at the next annual meeting. A person can also be nominated by shareholders and stand
for election as a director at an annual meeting. The terms of appointment of each newly appointed director
are provided to the individual in writing. These terms include the need for directors to utilise training to
maintain their skills and contribution to the Board. Director and Board assessments and self-assessments
were carried out during the reporting year.
The constitution specifies that a director cannot serve (without re-election) past the third annual meeting
following their appointment or three years, whichever is longer.
3. Board committees
The board should use committees where this will enhance its effectiveness in key areas, while still retaining
board responsibility.
Where additional detailed supervision or consideration of matters affecting the Company is required, the
Board establishes committees that operate by making recommendations to the Board for final resolution.
There are three standing committees, each with a written charter or terms of reference that can be found
on the Company’s website.
Audit & Financial Risk Committee: Members of this Committee have the necessary financial
background and/or commercial experience. It met five times during the reporting year, with all its members
present at each meeting.

45



The Committee comprises J W M Journee (Chair and independent director), A J Waugh (independent
director) and G D Gibbons (non-executive director). It meets regularly with Management, the internal
auditor and the external auditor to:
• review the adequacy of controls to identify and manage areas of potential risk and to safeguard the
assets of the Group;
• maintain the independence of the external auditor and review the external audit functions generally;
and
• evaluate the processes to ensure that financial records and accounting policies are properly maintained
in accordance with statutory requirements and financial information provided to shareholders and the
Board is accurate and reliable.
Management is delegated the responsibility for developing, maintaining and enforcing the system of
internal controls. The same basic set of controls is applied across the Group. Monthly reports from each
dealership form a key element of the financial control mechanism. An internal auditor works in conjunction
with the external auditor to complete a review of all dealerships every year to ensure maintenance of the
standard of accounting practices and for compliance with the internal policies and procedures. The internal
auditor regularly reports to the Committee.
Remuneration Committee: A J Waugh (Chair), G D Gibbons and J W M Journee make up this
Committee, the purpose of which is to ensure the directors and senior executives are fairly and reasonably
rewarded for their individual contributions. The Committee meets at least three times during the reporting
year. The Company’s policy is to review remuneration levels for directors and senior staff every two years.
Directors’ fees were last reviewed in May 2023. Director and Management remuneration is disclosed in
the Annual Report (page 40). The Company has no equity-based remuneration plan and does not require
its directors to purchase or hold CMC shares.
Nominations Committee: This Committee has the task of identifying potential directors with skills that
are complementary to the needs of the Company and the Board. All Directors serve on this Committee.
The Committee utilises a skills matrix to determine ‘best fit and skill set’ to ensure the Company retains
the cross-section of abilities required for a balanced board.

Takeover protocols: The Board has adopted a Takeover Response Manual that establishes protocols
to assist Directors and Management with their response to unexpected takeover activity. The Manual
summarises the key aspects of preparation and sets out governance, conflict and communication protocols
for takeover response.
4. Reporting and disclosure
The board should demand integrity in financial and non-financial reporting and in the timeliness and balance
of corporate disclosures.
The Board schedules at least eight meetings each year to monitor the progress of Management on
achieving the targets and objectives the Board has set. The Board usually meets in Wellington but at least
once a year it holds a meeting at a dealership in order to meet front-line staff and experience operations
at first hand. Additional ad hoc meetings are held when necessary. During the reporting period, the Board
held 11 meetings through a mix of physical attendance and video conference. All Directors attended each
meeting, bar a single absence from a video conference meeting.
The Board issues three reports annually – a Half Year Report, a Preliminary Full Year Report and an
Annual Report – to provide shareholders with the information they need to monitor their investment in the
Company. These reports are designed to deliver that information in a clear and concise manner. The
reports are mailed to all shareholders and are available for download from the Company’s
website.
Shareholders may register to receive the Half Year and Preliminary Full Year reports electronically and
approximately 75% of shareholders receive them in this way. During the reporting period, the Company
also made two non-routine disclosures on NZX in relation to guidance.
A condition of listing is that the Company complies with the Listing Rules issued by NZX. The rules include
the requirement to continuously disclose market sensitive information
(the Company’s continuous
disclosure policy can be found on the website). The market acts in the position of all current and potential
shareholders and disclosure via the NZX is (generally) considered adequate notification to all. However,
CMC has a long-established policy of communicating directly with its shareholders whenever practical.
The Company is a climate reporting entity pursuant to the Financial Markets Conduct Act 2013 and has
made the climate related disclosures via this Annual Report (page 47) and the Company’s website.
The Company does not have a specific formal written diversity policy but Group policies and practices
address diversity, equality of treatment and opportunity. The CMC code of ethics requires all the Group’s
employees to value individual differences and treat others in the workplace with respect in accordance
with the Company’s philosophies of equal employment opportunities and the written anti-harassment and
discrimination policies.
The remuneration policy requires the Company to strive to achieve pay equity across all demographics.
This is to ensure there is equitable remuneration for management and employees undertaking the same
role and who have the same level of responsibility, experience and competence.
5. Remuneration
The remuneration of directors and executives should be transparent, fair and reasonable.
As stated at section 3, remuneration of directors and senior executives is considered by the Remuneration
Committee. During its assessments, the Committee mainly refers and relies on independent industry-

46



related and recognised survey reports (for example from Strategic Pay) to provide suitable market-related
benchmarks. The actual amounts paid to directors are disclosed in the Annual Report, including full details
for executive directors (page 52). Remuneration of other staff is also disclosed in the $10,000 bands
specified in company disclosure legislation (page 53).
The packages of the Group Chief Executive and senior staff are made up of fixed and variable components.
The variable portions include only short-term incentives. There are no long-term incentives or share
schemes in place. The variable elements are based on dealership profit and comprise higher proportions
of the total than are seen in the general market. Participation in the financial performance provides a
strong incentive for success. The Group has a proud record of staff retention, particularly at senior levels.
Remuneration principles and practices across the Group are required to adhere to the provisions of CMC’s
remuneration policy (that policy can be found on the Company’s website).
6. Risk management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.
The range of tools used to mitigate risk includes elements of corporate governance outlined in this
Statement, the system of internal controls and management reporting and accountability. The Board
reviews the Group insurance programme annually and as needs arise and, with the assistance of an
external insurance broker, assesses which risks to insure.
The Audit & Financial Risk Committee has particular responsibility for internal audit on which it receives
regular reports from the internal auditor. Management provides that Committee with a comprehensive
annual internal management and regulatory compliance summary report.
During the annual strategic planning review (and periodically throughout the year), the Board and
Management review the ‘whole of business’ risk matrix which has captured the short and long-term risks
for the Group, that have historically included climate-related risks.
Health & Safety: CMC is committed to providing healthy and safe environments for all its employees,
customers, contractors and other visitors to its facilities. A comprehensive group-wide workplace safety
management programme (known as GoSafe) is operated and a Health & Safety Committee is active at
each subsidiary. The Group Health & Safety Manager maintains and is continually improving the Group’s
workplace H&S systems (both electronic and manual) that are based on a comprehensive policy and
procedures manual and are subject to independent external audits. The Board receives regular detailed
reports, considers H&S issues at each of its meetings and experiences first-hand the practicalities of
maintaining a healthy and safe workplace during its regular dealership visits.
7. Auditors
The board should ensure the quality and independence of the external audit process.
The role of the external auditor is to report to shareholders on the truth and fairness of the financial
statements prepared by Management, authorised by the Board and included in each Annual Report.
The audit partner and the Chair of the Audit & Financial Risk Committee meet at least twice a year, the
auditor attends Committee meetings at least three times a year and the audit partner attends the
Company’s annual meetings. The scope of discussions is not limited but includes issues identified during
audits, audit planning and staffing and the extent of non-audit work carried out by the audit firm. The lead
audit partner is changed periodically to provide a fresh perspective and to ensure greater inde
pendence.
Fees paid to the auditors are disclosed in the Annual Report (page 17).
8. Shareholder rights and relations
The board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.
The Board acts in a stewardship role on behalf of all shareholders. It approves the strategic direction of
the Group, oversees the management of its capital resources, monitors its performance and compliance,
ensures its assets are safeguarded and its workplaces are safe.
Shareholders meet in person at annual meetings to:
• consider the Company’s financial performance and financial position;
• elect and/or re-elect directors;
• record the on-going appointment of the external auditor and to authorise the audit remuneration; and
• set the maximum level of director remuneration following reviews in alternate years. The actual amount
paid to each director is disclosed in the Annual Report (page 52).
The shareholders adopted the Company’s current constitution in 2004. This document outlines and details
the administration of the Company and the relationship with shareholders. The constitution is available on
the Company’s website. The requirements of the Listing Rules are incorporated by reference into the
constitution.
CMC maintains a website through which shareholders and interested stakeholders can communicate with
the Company. The website also provides access to a wide variety of Company information including
financial, operational, policy and historic information. Computershare Investor Services Limited maintains
the register of shareholders.

47



Climate Statement
Introduction
The Colonial Motor Company Limited (CMC or Company) is a climate reporting entity pursuant to the
Financial Markets Conduct Act 2013. The following information complies with the requirements of the
New Zealand Climate Standards (NZCS1: Climate Related Disclosures, NZCS2: Adoption of NZ
Climate Standards and NZCS3: General Requirements for Climate Related Disclosures) as issued by
the External Reporting Board (XRB). This is the first year that CMC has been required to report under
those standards.
The following table shows where the disclosures required by the Standards are located. CMC has taken
advantage of all of the adoption provisions available in NZCS2. These provisions delay reporting
requirements in respect of current and anticipated financial impacts, transition planning, scope 3
emissions and comparatives.

Reporting Area Standard Location
Governance NZCS1
para 8-9
Governance Statement, page 44
Climate Report, page 47
Strategy NZCS1
para 12-16
CMC Group operating strategy, page 5
Climate Statement, page 47
Risk Management NZCS1
para 19
Climate Statement, page 48
Metrics and Targets NZCS1
para 22-26
Climate Statement, page 50
Emissions Inventory
Methodology
NZCS3
para 47-50,52-54
Company Website
www.colmotor.co.nz/investors-info/governance/

1. Governance
The CMC Directors (Board) are responsible for oversight of climate-related risks and opportunities. As
part of normal business operations, any such identified risks and/or opportunities are considered by the
Board during its scheduled meetings which occur at least eight times per year. Any climate related
matters (including development of the emissions inventory) are a standing agenda item. Management
reports inform the Board to enable it to meet its oversight requirements.
Where necessary, the Board seeks external advice, including from subject matter experts, to inform its
decisions on climate related matters. Individual directors are responsible for their own professional
development, including keeping themselves up to date on relevant climate related topics.
Identified climate related risks and opportunities, particularly regarding transitional risks, are integrated
into the strategic risk management process and considered alongside other business risks.
The senior leadership team within CMC’s Group Office (Management) has responsibility for various
climate related matters associated with their roles, for example financial, insurance, property
development or safety. The senior leadership team reports to the Board at every board meeting which
includes climate related topics where relevant.
2. Strategy
Business Model and Strategy
CMC’s business model is focused on optimising long-term returns for shareholders, whilst also
delivering for other stakeholders, customers, staff and franchise partners. Those five relationships
underpin CMC’s ongoing success. This is achieved through prudent financial management and a
strong balance sheet plus a commitment to employing excellent staff and providing them with the
autonomy and resources to succeed. The Company’s strategic priorities include maintaining strong
brand positions in our markets, and evolving representation where it makes sense in terms of increasing
long-term profitability or reducing risks to the business.
Current Material Impacts
In the current financial year, there were no known physical impacts of climate change that materially
affected the Group. There were a number of transitional impacts (e.g. political, economic, technological,
social). The most influential of these transitional impacts was the end of the Clean Car Discount and
Tax regime. This shifted sales timings within the year and affected demand for some products,
particularly Low Emission Vehicles (LEV’s) and Light Commercial Vehicles.

48



Scenario Analysis Process
Scenario Analysis is a tool designed to assist strategic planning by understanding and challenging
assumptions around a topic. Under NZCS1, each climate reporting entity must complete this exercise
to consider how climate change could affect the business in the future.
The Company engaged an external consultant to assist the Management team to establish customised
scenario narratives for CMC in accordance with NZCS1 and NZCS3. These were then presented to
the Board for their consideration and approval.
The three scenario frameworks are summarised in the table below. Narratives (hypothetical pathways
of plausible actions) were mapped out for each scenario framework using three time horizons: short
(2024-2030), medium (2030-2040) and long (2040-2050). The short and medium time horizons align
with existing CMC strategic planning which focus on automotive product and economic cycles and the
longer term is relevant to the CMC property portfolio and organisational approach.

Scenario Framework
and Parameters
Scenario 1
Orderly
Transition
Scenario 2
Disorderly
Transition
Scenario 3
Hot House

Modelled global
temperature increase
1.4°C 1.6°C >3.0°C
Global policy reaction Cohesive &
immediate
Reactive &
inconsistent
Minimal &
consumer driven
only
Regional policy variation Aligned Inconsistent Self interest
Speed of technological
change
Hastened & high
cost
Sporadic initially but
quickening with time
Market driven &
low cost
Consumer sentiment /
behaviour change
Aligned with low
emissions
Polarised & diverging Change only
linked to cost or
consumer
preferences
Physical risks severity Low Low-moderate High
Transition risks severity Moderate-High High Low
National vehicle fleet
composition
Quick transition to
Low Emission
Vehicles (LEV)
Mixed fleet,
transitioning to LEVs
in later decades
Mixed fleet
International Scenario
Archetype
NGFS – Orderly
RCP 1.9
SSP1: Sustainability
CCC: Tailwinds
IEA: NZE
NGFS – Disorderly
RCP 2.6
SSP1: Sustainability
CCC: Tailwinds
IEA: SDS
NGFS – Hot
House
RCP 8.5
SSP5: Fossil Fuel
Development
CCC: Current
Policy Reference
IEA: STEPS
During 2023-24, Management participated in the Transport Sector Climate Scenarios Working Group
whose aim was to develop an integrated set of scenarios across the transport sector. The CMC
scenario analysis process maintained consistency with the transport sector by using the same time
horizons as the Working Group. Although the outputs of the Working Group were not available when
CMC undertook its customised analysis, the Company’s scenario frameworks are similar to those used
by the Working Group.
3. Risk Management
Risk Management Process
Climate related risks are monitored throughout the year by Management and are part of the annual
strategic planning review. If there is an immediate issue, this is escalated to the Board in a timely
manner. In the annual strategic risk review, different categories of business risk are assessed using a
standardised risk matrix (impact vs likelihood) with a focus on short to mid term risks (next five years)
and mid to long term risks (five to ten years). The review is focused primarily on the Company but
includes value chain risks to suppliers or customers where this could be material. The annual risk
assessment is fed into the CMC strategic plan. In 2024 this annual review was informed by the stand-
alone climate scenario analysis process which had been undertaken earlier in the year. Climate risks
are treated in a similar way to other business risks with assessments and controls in proportion to the
perceived urgency of the risk.

49



Risks and Opportunities
The table below shows the anticipated material risks and opportunities for CMC that can be associated
with climate change impacts over the short to mid-term (2024-2040). These time frames differ slightly
from the scenario analysis work as it excludes the longer term horizon (2040-2050) in order to better
align with CMC’s risk assessment time frames. The risks and opportunities are categorised as physical
or transitional (social, economic, technological, political, legal).

Risk or Opportunity Description Commentary
Property and vehicle stocks (physical)
Assets can be physically impacted by climate
change. This is likely to incur costs to prevent
or repair damage.

Worsening weather events, or chronic impacts
for example
sea level change, have the
potential to increase the cost of asset
ownership or decrease the value of property.

• Risks are mitigated by the Company's
geographical spread of assets.
• Most assets are within urban commercial areas
which mean they would likely benefit from any
community-based mitigation, e.g. flood control
works.
• Insurance premiums and council rates are likely
to continue to increase.
• On balance CMC’s
preference to own and
operate from strategically significant locations
continues to be viewed as an advantage.
• Future climate change impacts on a property
will be assessed as part of purchase,
redevelopment or divestment decisions.
Consumer preferences (transitional)
Consumer preferences are changing both in
terms of personal ownership of vehicles, fuel
source, efficiency
and model/feature
preferences. CMC is dependent on the ability of
the Company’s suppliers to meet the needs of
our customers. This has the potential to affect
CMC’s product mix and profitability.

Consumer preferences themselves can usually
be met, but the pace of change
of those
preferences could be challenging especially if
the direction of demand is not well signalled.



• Having access to a product portfolio that aligns
with consumer demand remains a critical pillar
of success in any retail operation. Maintaining
customer trust with high quality product, that
retains value and can be supported for long
periods is key.
• The timing of new product releases will become
more challenging, particularly if regulatory
direction (in New Zealand or internationally)
swings frequently.
• New Zealand’s geography and small population
are likely to continue to favour private vehicle
ownership and road-based transport solutions.
•
Diversification of operations and maintaining
long-standing relationships with brand partners
that have a track-record of meeting customer
demand and preferences remains the best
source of mitigation.
•
Remaining close to our customer base to
understand when to shift product features and
how to support uptake is important.
Manufacturer viability and relationships (transitional)
Vehicle manufacturers are challenged by
changes in technology and the associated
investment decisions.

The increasing pace of change is creating
winners and losers amongst manufacturers.
Globally manufacturing economies are
attempting to protect their domestic industries
with subsidies and tariffs. Vehicle
manufacturing has, and will continue to be, at
risk during turbulent geo-political periods.

CMC sells and services vehicles from both long
established and newer manufacturers. Vehicles
are sourced from a range of geographies both
in terms of country of manufacture and where
the manufacturing company is domiciled.
• Divergence in political preferences in Right
Hand Drive (RHD) markets poses the greatest
risk to a small market like New Zealand.
Manufacturers do not produce solely for NZ
requirements, but they can customise product.
• If there is a global tightening on the supply of
desirable products, manufacturers may see
exiting the RHD market as a simple solution to
maximising scarce resources.
•
Balancing relationships with brands from a
variety of geo-political regions could become
challenging, however diversity mitigates the risk
for CMC of reliance on a single brand.

50



Risk or Opportunity Description Commentary
Supply chain disruptions (transitional)
New Zealand supply chains can be disrupted
due to severe weather events, or by the repairs
or strengthening work associated with storm
damage or mitigation/adaption programmes.

International supply chains and logistics to New
Zealand can be disrupted by physical events.
They can also be impacted by changes to
shipping routes and methods. New Zealand is a
minor part of global shipping networks.
• Careful inventory management and planning (in
association with our brand partners) to ensure
that sufficient stock is held regionally
(Australasia) or locally (New Zealand) to
mitigate logistics challenges.
• Holding greater stock is an increased cost to the
business (interest, insurance, physical space)
and stock fluctuations can negatively impact
cashflow. High stock reserves reduces CMC’s
capacity to respond nimbly to market changes.
• Warehousing and advanced logistics is an
opportunity for a company like CMC with
national reach in New Zealand.
• The Company’s brand partners are working to
make their supply chains more resilient to the
same risks.
•
Clear communication and working in tandem
with brand partners is a good mitigation strategy
for CMC.
4. Metrics and Targets
Emissions Inventory
In the 30 June 2024 financial year, CMC completed its first emissions inventory for the Group. For this
first year, only Scope 1 and 2 emissions were required to be measured. Measurement and reporting
were in accordance with the Greenhouse Gas Protocol. The consolidation approach is operational
control, that is all Scope 1 and 2 emissions from all subsidiary companies were included in the inventory.
Emissions from refrigerants in buildings were excluded on the basis of being de minimus, while
emissions from sponsorship vehicles were also excluded as the Company does not have operational
control over those vehicles. Emission factors were sourced from the most recent Ministry for the
Environment guidance for the 2023 calendar year. Further detail on the inventory methodology can be
found on the CMC website (www.colmotor.co.nz).

In 2024, the CMC Group accounted for the following emissions in tonnes of CO
2
equivalent (tCO
2
e).

Scope 1 2,554
Scope 2 297
Total Reported Emissions 2,851

tCO
2
e per $1m of Sales Revenue 2.81

The 2024 financial year will be the base-year for CMC. The information gained from measuring our
emissions will inform discussions on future consideration of emissions targets. From 2025 the inventory
will be externally assured.
Scope 3 Emissions
Planning for measuring Scope 3 emissions is underway, although obtaining comprehensive data will
be both administratively challenging and subject to a number of assumptions. In the interim, the most
significant contributor to the CMC emissions profile is likely to be e missions from the use of sold
products (that is, lifetime emissions from sold vehicles).
Emissions Reduction Target
CMC has not yet considered any target for emissions reduction. Further work is first needed to
understand the CMC emissions profile.
Other Metrics and Targets
CMC does not use an internal emissions price. No elements of Management remuneration are
specifically linked to climate related risks and opportunities.
Business Activity Exposed to Climate Related Risks and Opportunities
As the owner of the majority of properties from which it operates the Group is exposed to some level of
physical risk, although mitigated by geographic spread. An exercise is underway to identify whether
future physical risks may arise for significant locations. The majority of the Company’s business
activities are in support of vehicles powered by Internal Combustion Engines (ICE). This exposes CMC
to a variety of transition risks given the contribution ICE engines make to climate change. The transition
to low emission vehicles has the potential to impact the Company’s current operating model however
CMC’s interests are aligned with our franchise partners in developing ways to find opportunities in this
space.

51



Disclosures as required by the Companies Act 1993
(a) Director profiles and interests

In relation to sections 140 and 211(1)(e) of the Act, no director has declared any interest in a related party
transaction with the Company during the year. The Company has received the following general
disclosures of interest pursuant to section 140(2) of the Act that remain in place at the date of this report:
Ashley James Waugh, BBS
Te Awamutu
Ashley has a breadth of experience in brand and franchise management developed during an extensive
business career that commenced with Ford Motor Company in New Zealand, Australia and
Taiwan. That senior management experience spans Fast Moving Consumer Goods, where he held
positions with the New Zealand Dairy Board (now Fonterra) and National Foods in Australia. His
governance career includes directorships in Agribusiness, with Fonterra and listed kiwifruit company
Seeka Limited and the Automotive sector with CMC. Ashley’s experience and roles in the listed
company environment has seen him serve as Chair of Audit Committees before being elected as Chair
of The Colonial Motor Company. With his wife Catherine, they own and manage a dairy farm near Te
Awamutu. Ashley became a director in November 2015.

Graeme Durrad Gibbons, BCom, CA
Lower Hutt
After gaining a commerce degree at Otago University, Graeme began his career with Ford New Zealand
and then joined the CMC Group in 1984. He took up the role as the Group’s Chief Executive in 1990
and became a director of the Company in 1995. Graeme retired as Chief Executive on 30 September
2021. He was previously a director of Motor Trade Finance Limited and chair of its Audit Committee.

Stuart Barnes Gibbons
Lower Hutt
Stuart joined the Group in 1982 as an apprentice technician in Morrinsville. He held various roles across
CMC Group subsidiaries until his appointment as Chief Executive and Dealer Principal of Stevens
Motors, Lower Hutt in 2002 holding that position until Stevens Motors was merged with Capital City
Motors on 1 July 2020. Stuart managed the property project for the Lower Hutt hub facility up to its
completion. In July 2022, he took up the Group Office role of Group Manager: Strategic Development.
Stuart is a past Chair of the Ford Dealer Council. He became a director in July 2014.

John William Michael Journee, BCom
Auckland
John has held various senior executive positions in the retail industry in New Zealand and Australia,
including with Noel Leeming and The Warehouse. He is currently a director and interim chief executive
of The Warehouse Group Limited, a director of Farmlands Co-operative Society Limited and a member
of the Data Insights Group Limited Advisory Board. John became a director in December 2018.

Gillian Durrad Watson, BA
Auckland
Gillian has a business background in the real estate industry and has worked in production management
in the television industry. She is a significant shareholder who has had a life-long focus and interest in
the Company. Gillian is a member of the Institute of Directors and in September 2021 became CMC’s
first female Director.

John Ormond Hutchinson
Christchurch
John is currently the Chief Executive and Dealer Principal of Team Hutchinson Ford in Christchurch and
Chief Executive of Timaru Motors. He joined Team Hutchinson Ford in 1994 in vehicle sales and became
Dealer Principal in September 2006. Previous to joining the dealership, John had worked in the UK at
Investment Bank, Credit Suisse First Boston, then ran his own business in Christchurch. He is a current
member and past president of the Ford Dealer Council. John became a director in September 2022.

52



(b) Remuneration of directors
Remuneration and all other benefits received by the directors who held office during the year ended 30
June 2024 are disclosed pursuant to section 211(1)(f) of the Act as follows:

Directors’ fees
2024
$
Total remuneration
2024
$
Total remuneration
2023
$
A J Waugh (Chair) 97,885 122,885 119,500
G D Gibbons 63,700 63,700 59,500
S B Gibbons - 206,304 178,289
J W M Journee 70,070 70,070 65,450
G D Watson 63,700 63,700 59,500
J O Hutchinson - 667,273 641,912
M J Newman - - 21,982
Remuneration for the Chair historically includes the provision of a motor vehicle with the estimated value
of this benefit recorded in total remuneration. This allowance to the Chair is included within directors’
fees when determining the maximum limit that requires shareholder approval.
J W M Journee is the Audit & Financial Risk Committee Chair and receives additional fees commensurate
with that position.
Executive Directors do not receive directors’ fees for acting as a director of the Company or of any
subsidiary. Executive Directors acting in their capacity as employees of the Company or of a subsidiary
received total remuneration including salary, incentives, superannuation contributions, use of a motor
vehicle and other benefits in the year ended 30 June 2024 as disclosed above. No other employee of the
Company or of any Group subsidiary retains or receives any remuneration or other benefits as a director.
There are no long-term incentives or share schemes in place.
Dealer Principals/Chief Executive Officers of subsidiary companies receive a profit incentive in their
remuneration based on their dealership’s profit. The remuneration received by J O Hutchinson as an
executive, as disclosed above, is for the 12 months to 30 June 2024 and includes a short-term profit
incentive component of $432,718 (2023: $449,143). The remuneration of S B Gibbons as an executive
is shown for the 12 months to 30 June 2024 and includes a short-term profit component of $15,867 (2023:
$Nil).
In accordance with clause 28.4 of its constitution, the Company may provide for director retirement
benefits. There was no provision held at 30 June 2024 and no provisions will be required in the future.
As permitted by clause 29.4 of the Company’s constitution, an insurance policy is in place in relation to
directors and officers liability. The policy ensures that, generally, directors will incur no monetary loss as
a result of actions they undertake as directors. Certain actions are specifically excluded, such as incurring
penalties and fines that may be imposed in respect of breaches of the law.

(c) Use of company information by directors

During the year the Board did not receive any requests from any director to use Company information
provided to them in their capacity as an officer or employee that would not otherwise have been available
to them.

53



(d) Share dealings by directors

Directors have disclosed under Section 148(2) of the Act the following acquisitions and disposals of a
relevant interest in shares in the Company between 1 July 2023 and 31 August 2024.

Director

Number of shares
acquired/(disposed)
Date of transaction

Price per
share
Type of interest

J O Hutchinson 47,000 3 October 2023 Nil * Beneficial
J O Hutchinson 619 3 October 2023 Nil * Associated
J O Hutchinson (45,000) 10 October 2023 $8.80 Beneficial
G D Gibbons 12,500 10 October 2023 $8.80 Beneficial
G D Gibbons 5,500 10 October 2023 $8.80 Associated
S B Gibbons 12,000 10 October 2023 $8.80 Beneficial
G D Gibbons 10,000 8 March 2024 $8.35 Beneficial
G D Gibbons 2,000 8 March 2024 $8.35 Associated


* Transfer from an existing beneficial interest in a family trust
Directors disclosed no other transactions in the shares of the Company during the period.
(e) Composition of the Board
At the reporting date, five Directors were male and one female. Of the 18 Group officers, there was one
female officer and the rest were male (2023: 6 Directors – 5 male and 1 female, 18 officers – 17 male and
1 female).
(f) Remuneration of employees
During the year to 30 June 2024 the number of employees in the Group, not being directors of The
Colonial Motor Company Limited
, who received remuneration (including salary, incentives,
superannuation contributions, use of a motor vehicle and other benefits) which exceeded $100,000 were
as follows:
Remuneration
Number of
employees

Remuneration
Number of
employees
$ 2024 2023 $ 2024 2023
100,001 - 110,000 55 51 320,001 - 330,000 1 -
110,001 - 120,000 48 44 330,001 - 340,000 2 -
120,001 - 130,000 30 35 340,001 - 350,000 - 1
130,001 - 140,000 26 18 350,001 - 360,000 1 -
140,001 - 150,000 19 19 360,001 - 370,000 2 -
150,001 - 160,000 15 14 370,001 - 380,000 1 1
160,001 - 170,000 12 17 380,001 - 390,000 - 1
170,001 - 180,000 12 9 390,001 - 400,000 2 -
180,001 - 190,000 9 8 400,001 - 410,000 2 -
190,001 - 200,000 2 8 430,001 - 440,000 - 2
200,001 - 210,000 8 7 470,001 - 480,000 1 1
210,001 - 220,000 4 1 500,001 - 510,000 2 -
220,001 - 230,000 5 7 520,001 - 530,000 1 -
230,001 - 240,000 5 5 540,001 - 550,000 - 1
240,001 - 250,000 3 2 620,001 - 630,000 1 -
250,001 - 260,000 4 4 630,001 - 640,000 - 1
260,001 - 270,000 3 4 760,001 - 770,000 - 1
270,001 - 280,000 - 1 780,001 - 790,000 - 2
280,001 - 290,000 - 1 1,430,001 - 1,440,000 1 -
290,001 - 300,000 1 3 1,620,001 - 1,630,000 - 1
310,001 - 320,000 - 2
Total 278 272
Total full time equivalent employees 1,068 1,057

The remuneration package of the Group Chief Executive, A P Gibbons, in the year to 30 June 2024 was
$623,023 comprising
a fixed component (including salary, motor vehicle and superannuation
contributions) of $416,347 and an annual short term incentive component of $206,676 based on the
current year’s trading performance.