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The Warehouse Group Limited FY24 Results

Full Year Results25 September 2024WHSConsumer Discretionary

1



_________________________________________________________________________


The Warehouse Group announces FY24 results with a focus on

fixing performance

_________________________________________________________________________


Auckland, 26 September 2024


• Total Group sales $3.0 billion in FY24, down 6.2% compared to FY23

• The Warehouse sales were $1.8 billion, down 5.3%

• Warehouse Stationery sales were $231.9 million, down 6.7%

• Noel Leeming sales were $1.0 billion, down 5.3%

• Gross Profit Margin held flat at 33.6%

• Adjusted NPAT of $18.9 million, down from $57.4 million in FY23

• Net Loss After Tax of $54.2 million, down from NPAT of $29.8 million in FY23

• Net Debt of $50.7 million.


Today The Warehouse Group announced its FY24 financial results, reflecting one of its

toughest years on record.

The Group is reporting a Net Loss After Tax of $54.2 million, significantly impacted by the

disposal of Torpedo7 in March 2024. This result compares to a Net Profit after Tax of $29.8

million in FY23. The Group’s Operating Profit

1

(EBIT) is $28.9 million, which is at the higher

end of the guidance range provided to the market in June, while Adjusted Net Profit After

Tax

2

(NPAT) is $18.9 million compared to $57.4 million in FY23.

Chair Dame Joan Withers described the last financial year as one of the most challenging in

the company’s 42-year history.

“The economic climate in Aotearoa New Zealand has been difficult for most retailers, with

inflation, high interest rates, and a weak economy significantly reducing consumer demand.

However, our trading performance and operational execution have fallen short and

exacerbated these challenges.”

“The poor financial performance we’ve reported this year is not acceptable. The Board and

Executive Leadership team are acutely aware of the disappointment shareholders will be

experiencing and the big job ahead of us to get the company back on track.”

Interim Chief Executive Officer John Journee says work is well underway to turn

performance around.


1

Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure.

For a reconciliation between Operating Profit and Reported EBIT refer to Note 2.0 of the Financial

Statements for the 52 weeks ending 28 July 2024.

2

Adjusted Net Profit After Tax (NPAT) excludes the impact of NZ IFRS16 and unusual items and is a

non-GAAP measure. For a reconciliation between Reported and Adjusted NPAT refer to Note 5.0 of

the Financial Statements for the 52 weeks ending 28 July 2024.

2

“While trading conditions have been tough, our FY24 performance is disappointing, and

we’ve simply scored too many own goals. Our ecosystem strategy was too ambitious, and

we took our eye off the ball on product. We held onto Torpedo7 and TheMarket.com too

long, reacted too slowly to changing customer spending, and fell out of step with what Kiwi

families want.

“We’ve made mistakes and we own that. But we know where we went wrong, and we’re

already working hard to fix it.”

Financial performance

Total Group sales were $3.0 billion (down 6.2% from FY23). Sales declined 4.9% in the first

half of FY24 but deteriorated further in the second half and were down by 7.6% on H2FY23.

The greatest impact was the decline in The Warehouse division’s retail sales which

contracted 5.3% to $1.8 billion in FY24, compared to the brand’s record FY23 sales of $1.9

billion. Warehouse Stationery sales were $231.9 million (down 6.7%) and Noel Leeming

sales were $1.0 billion (down 5.3%) in FY24.

Mr Journee says FY24 was an extremely difficult year where the company’s response to

deteriorating market conditions fell short of what was required.

“Even without the $60.5 million loss from the sale of Torpedo7, our underlying profit was still

down on the previous year. We need to significantly improve our performance and in the

time since I assumed the Interim Chief Executive role, I have been focused on ensuring we

are set up to execute our turnaround plan which is now underway.

Brand performance

The Warehouse

The Warehouse sales were $1.8 billion in FY24, down 5.3% against the last financial year.

Despite the decreased sales, The Warehouse gross profit margin percentage held up,

increasing 10 basis points on the prior year. Store foot traffic and same store sales

decreased at a slower rate than headline sales at 2.2% and 2.9% respectively.

The Warehouse operating profit declined 75.3% to $17.7 million, with an operating margin of

1.0% down 280 basis points on the prior year, driven by lower gross profit dollars, and higher

depreciation and Group overhead costs, particularly in the second half.

The Warehouse is an iconic New Zealand retailer known for a bargain, and we should be the

go-to choice for Kiwis navigating a rising cost-of-living.

However, our category strategy was off the mark, our execution was poor, and our customer

offer was inconsistent. We had successes with our grocery, audio visual, home technology

and outdoor leisure categories, but this was offset by declines in the sales of home and

apparel.

“We’ve had a particularly challenging second half. Our winter range didn’t resonate

sufficiently with customers and we needed to discount heavily as a result. This, along with

increased promotional activity, caused the 250 bps gross margin gains achieved in the first

half to be eroded in the second half, ultimately delivering a modest gross profit margin of 10

bps year on year,” says Mr Journee.

3

Grocery sales continued to grow with pet, baby, health and beauty, laundry and pantry all

performing strongly.

“Kiwi families continue to look to us for more affordable options and we’re seeing success

with our private labels, such as Market Kitchen in pantry and Good One in health and

beauty. However, grocery is only one of several key categories for us and we’re working

hard to strengthen our offer in home and apparel to reset our category and margin mix and

improve our overall performance.”

Warehouse Stationery

Warehouse Stationery sales were down 6.7% to $231.9 million in FY24. Our Print & Copy

Centre products and service continued to be our highest growth category, up 14.0% in FY24.

Warehouse Stationery operating profit declined 44.0% to $12.9 million, with an operating

margin of 5.6% down 370 basis points on the prior year.

Noel Leeming

Noel Leeming performance was challenged by tough trading conditions, driven by reduced

discretionary spend on high ticket items and an increasingly competitive market.

Margin, however, only declined 20 bps, indicating tight trading disciplines in a competitive

market. Combined with a small uptick in cost of doing business as a percentage of sales,

Operating Profit declined 36.6% to $17.3m with an operating margin of 1.7% down 90 basis

points on the prior year.

Getting our brands fighting fit

“The distraction of delivering the Group ecosystem strategy, Agile, and the multi-year

modernisation of core systems, meant execution across core retail capabilities was not

where we needed it to be. So, we’re changing all that to get us fighting fit,’ says Mr Journee.

“We have reset the Group strategy, divested unprofitable businesses, and moved away from

the ecosystem strategy to a retail led strategy focused on trading our core brands, The

Warehouse, Warehouse Stationery and Noel Leeming.

“The shift to a brand-led strategy is centred on strengthening each brand’s specific customer

value propositions to enable them to more effectively compete.

“In July, we restructured our senior leadership and changed our operating model from Agile

to a fit-for-purpose retail operating model.

“The Warehouse will be our key focus. We’re getting back to basics by focusing on our core

retail strengths. We’ve begun resetting our categories to bring in more trend and newness,

and better merchandising. This will strengthen our market position and improve profitability.

“With the right strategy underpinning our actions, we’re determined to deliver on our promise

to provide great products at affordable prices.”

Dividend

In March, the Board declared an FY24 interim dividend of 5.0 cents per share.

4

The interim dividend paid in April 2024 represents a 92% payout ratio, exceeding the

Group’s dividend policy to distribute at least 70% of the Group’s full-year adjusted net profit

(subject to tradingf performance, market conditions and liquidity requirements).

Dame Joan says, “As a result of the Group’s financial performance resulting in a net

operating loss in the second half of this financial year, the Board has made the decision not

to declare a final dividend for FY24.”

Looking ahead

“The retail environment in New Zealand remains tough as recent GDP figures show, and we

expect that consumer demand and market conditions will continue to be challenging and

unpredictable in the near term. We remain cautious about when we might see a meaningful

increase in retail spending,” says Mr Journee.

“We’re under no illusions of the challenges ahead of us. While we’ve been able to regain

market share in our core retail segment in the first six weeks of FY25, our sales have been

soft and our gross profit remains under pressure as we clear the last of our winter stock and

continue to reset our product offer.

“With our strategic focus firmly back on trading our brands and on renewing and energising

our product ranges, the team and I look forward to being able to demonstrate progress in the

year ahead.”

The Group will share a FY25 Q1 Trading Update on 8 November 2024.

Ends

Contact details regarding this announcement:


Investors and

analysts:

Julia Belk, Investor Relations Manager

+64 21 240 8997

julia.belk@thewarehouse.co.nz


Media: Julian Light, General Manager Corporate Affairs

+64 21 243 8528

julian.light@twgroup.co.nz

---

26 September 2024
FY2024 Annual Results

52 weeks ending 28 July 2024

Helping Kiwis live better every day

03
05

09

24

28

31

34

2

Chair’s Update – Dame Joan Withers

Group Update – John Journee

Group Financial Performance – Mark Stirton

Turnaround Plan – John Journee

Looking ahead – John Journee

Appendix – Additional Information

Glossary

Contents

3
Chair update

Dame Joan Withers

Chair

4
Chair update – Year in review

•Challenging economic environment continues to impact consumer spend

•Our trading performance and operational execution have exacerbated the

challenges of a difficult environment

•We have taken action to turn the business around:

•Torpedo7 sold - the loss incurred on sale has resulted in the first loss for

The Warehouse Group in our history

•Leadership team and business restructured around our three core brands

•Focus on reducing costs of doing business and capital expenditure

•No final dividend declared - FY24 interim dividend of 5.0 cents per share,

representing 92% payout of Adjusted NPAT

•We are absolutely focused on simplifying our business, reducing our cost of

doing business, and sharpening the focus on our core brands to turn our

performance around.

Our 2024 financial year has been one of the most challenging in our 42-year history

All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for the 52 weeks

ending 28 July 2024.

Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this

presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.

CEO update
John Journee

Interim CEO

5

6
CEO update – Year in review

•Sales were down 6.2% with total Group sales at $3.0 billion – down 4.9% in

FY24 H1 and down 7.6% in FY24 H2

•Group Gross Profit was down 6.2% with margin being flat at 33.6%

•Cost of Doing Business (CODB)

2

was down 1.3%, but did increase as a

percentage of sales from 31.0% to 32.6%

•The decline in Gross Profit and increased CODB as a percentage of sales,

resulted in Operating Profit of $28.9 million, down 65.3%

•The $60.5 million loss on disposal of Torpedo7 and wind up of

TheMarket.com had a direct impact on our Reported NPAT – resulting in a

loss for the year of $54.2 million.

Group Results

1

1.All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for the 52

weeks ending 28 July 2024.

2.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.

3.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this

presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.

7
FY24 - Brand performance

The Warehouse

Sales $1.8b (down 5.3%)

Online sales 5.1%

Operating profit $17.7m (FY23: $71.6m)

•Success in grocery, audio visual, home

technology & outdoor leisure categories

offset by declines in Home and Apparel

•Modest gross margin gain of 10 bps

•Store foot traffic down 2.3% and same

store sales down 2.9%

•New store - Wānaka, reopened Wellington

CBD store

•In-store NPS 80.5 (FY23: 77.3)

Warehouse Stationery

Sales $231.9m (down 6.7%)

Online sales 8.0%

Operating profit $12.9m (FY23: $23.0m)

•Double-digit Print & Copy Centres growth

in FY24

•New Store - Wānaka SWAS

•BizRewards – 30,000 strong membership

base to leverage

•In-store NPS 86.0 (FY23: 77.0)

Noel Leeming

Sales $1.0b (down 5.3%)

Online sales 10.2%

Operating profit $17.3m (FY23: $27.3m)

•Difficult trading conditions, impacted by

reduced discretionary spend and an

increasingly competitive market

•Tech Solutions continues to be

differentiator

•New store - Wānaka, relocated

Greymouth to a bigger site

•In-store NPS 76.8 (FY23: 75.1)

8
Sustainability

The Warehouse Group

Climate-related

Disclosure Report

9
Group financial

performance

Mark Stirton

CFO

10
Group financial performance

1.All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for

the 52 weeks ending 28 July 2024.

2.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.

3.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of

this presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.

4.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued

operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

•FY24 H2 was significantly more challenged than H1.

•Margin degradation in H2 was primarily driven by promotions and mark downs due to under performance in key categories.

•CODB was well controlled below last year.

$ million (continuing)

1

FY24FY23Variance

Sales revenue

3,037.6 3,236.9

-6.2%

Gross Profit

1,020.9 1,088.2

-6.2%

Gross Profit Margin %33.6%33.6%-

Cost of doing business (CODB)

2

992.0 1,004.8

-1.3%

CODB %32.6%31.0%+ 160 bps

Operating Profit

3

28.9 83.4

-65.3%

Operating Profit Margin %1.0%2.6%(160) bps

Net Profit After Tax (Adjusted)

4

18.9 57.4

-67.1%

Reported NPAT(54.2)29.8-281.8%

H1 VarH2 Var

-4.9%-7.6%

-0.4%-12.3%

+160 bps(180) bps

-1.5%-1.0%

+120 bps+ 220 bps

14.9%-130.7%

+40 bps(400) bps

18.9%-137.3%

-236.3%-346.0%

11
Earnings and dividends

1.Dividends reflect those declared for the financial period as opposed to those paid in the period.

2.The payout ratio in FY23 is based on FY23 Adjusted NPAT as reported in FY23.

3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued

operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

Cents per shareFY24FY23Variance

Reported EPS

(15.7)8.6

-281.8%

Adjusted EPS

5.516.6

-67.1%

Dividends per share

1

5.08.0-37.5%

Payout ratio

2

91.9%74.1%

9.0

13.0

10.0

5.0

8.0

17.5

10.0

8.0

5.0

17.0

35.5

20.0

8.0

5.0

FY19FY20FY21FY22FY23FY24

InterimFinalSpecial

Historical dividends (cps)

No dividend

COVID-19

•5cps FY24 interim dividend

•No final dividend declared

•Adjusted EPS removes the $60.3m loss from

the sale of Torpedo7

•91.9% payout ratio of FY24 Adjusted NPAT

3

12
Sales contribution

1.In FY24, other sales (0.3%) includes revenue from TheMarket.com and other Group operations and eliminations.

2.In FY23, other sales (1.0%) includes revenue from TheMarket.com, sales through 1-day.co.nz, and other Group operations and eliminations.

3.Metrics for FY24 and represent weighted average across The Warehouse, Warehouse Stationery, and Noel Leeming brands. Other revenue is not included therefore there will be variance to

the reported sales decline.

•Group weighted

average retail

selling price

decreased 50 bps

•Number of units sold

decreased 4.7%

•Sales density

($/sqm) decreased

3.7%

59.0%

7.6%

33.1%

0.3%

(1)

The WarehouseWarehouse Stationery

Noel LeemingOther

FY24 Group Sales (Continuing)

$3,037.6m

55.7%

7.3%

31.2%

4.8%

1.0%

(2)

The WarehouseWarehouse Stationery

Noel LeemingTorpedo7

FY23 Group Sales (Reported)

$3,399.1m

FY24 Key metrics

3

13
Geographical strength

1.Based on foot traffic data for stores across The Warehouse, Warehouse Stationery and Noel Leeming and StatsNZ population estimate as at 30 June 2024.

86 stores

Sqm: 460,121

66 stores

Sqm: 80,137

66 stores

Including 41 SWAS

Sqm: 49,030

Strong community reach


85% of Kiwis live within 20

minutes of a store

1 in 3 Kiwis visit us each week

1

218 stores New Zealand wide

14
Market share

1.TWG sales excluding sales from grocery categories. TWG defines core retail as retail spend excluding grocery, liquor, travel, fuel, and entertainment spend.

Source: Datamine

Group market share of core retail

1

Jul-23Aug-23Sep-23Oct-23Nov-23Dec-23Jan-24Feb-24Mar-24Apr-24May-24Jun-24Jul-24

TWG excl Grocery vs Core Retail (month)TWG excl Grocery vs Core Retail (RTM)

15.2%

14.7%

•Total Group market share of Core

Retail spend declined 20 bps over FY23

•Total Group (excluding Grocery)

market share of Core Retail declined 50

bps over FY23

•Had Home and Apparel categories

held at FY23 sales levels, Total Group

market share excluding Grocery would

have been 15.3% (compared to 14.7%)

15
Gross profit

•FY24 H1 improvement driven by

better inflow margin, mix, and lower

supply chain costs

•FY24 H2 significantly impacted by

lower inflow margin and higher

promotional and mark down activity

than planned

32.7%

34.3%

34.6%

32.8%

33.6%33.6%

1H23 1H24 2H23 2H24 FY23 FY24

+160

bps

-180

bps

Gross Margin %

16
Cost of doing business

1.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.

CODB

1

categories ($m)

535.8

512.1

64.1

68.2

125.7

129.1

279.2

282.6

1,004.8

992.0

FY23FY24

Employee Exp.Depn & Amort Exp.Lease Exp.Other Exp.

30.8%

29.3%

31.5%

31.0%

32.6%

FY20FY21FY22FY23FY24

Historical CODB

1

as % of sales

1.3%

reduction

in CODB

-2.0% brand CODB

-1.0% SSO CODB

+6.5% depreciation

•Cost remains a focus into FY25 to reduce CODB %, targeting <31%

•Depreciation expected to slow as large capital projects roll off

•Employee costs down 4.4% through store labour optimisation and SSO restructure

•Other includes technology running costs which increased 18.0% due to core systems coming online

17
Operating profit

1.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this

presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.

FY24 Operating Profit

1

($m)

Other

Operating Profit Movement ($m) (FY23-FY24)

FY24

FY23

TOTAL

GROUP

Other

Operating

Profit

Margin %

1.0%5.6%1.7%1.0%

Operating

Profit as %

of Group

61.2%44.6%59.9%(29.4%)(36.3%)100.0%

•TheMarket.com losses reduced by $13.5 million in

FY24 – this was closed in June 2024

•Benefit in other operating profit driven primarily by

lower SSO costs in FY24, including STI and LTIs

18
The Warehouse

1.Same store sales excludes online and removes the impact of opening and closing stores year on year.

1,706.01,804.91,726.91,892.41,792.3

0%

10%

20%

30%

40%

50%

1,600

1,650

1,700

1,750

1,800

1,850

1,900

1,950

FY20FY21FY22FY23FY24

SalesGross Profit Margin

$ millionFY24FY23Variance

Sales

1,792.3 1,892.4

-5.3%

Operating Profit

17.7 71.6

-75.3%

Operating Margin %1.0%3.8%(280) bps

Online sales

91.8117.7

-22.0%

Online as a % of sales

5.1%6.2%

(110) bps

Click and Collect as % of online

sales

54.0%52.6%

+140 bps

Number of stores

8688

(2)

Sales density (Sales $ / sqm)3,842 3,996 -3.9%

Same store

sales

1


(2.9%)

Basket Value

(1.1%)

Store foot

traffic

(2.3%)

Foot traffic

conversion

+ 0.5%

•Homeware and apparel categories primarily responsible for

the decline in sales and margin on last year

•Grocery, audio visual, home technology & outdoor leisure

categories sales grew in FY24, with grocery now comprising

nearly a quarter of The Warehouse sales

•Gross profit % up 10bps, despite an increasingly competitive

market and the increased mix of grocery sales

•Our online channel has stabilized at 5% of sales. Online visits

were up on last year and are key to driving store traffic. Click

and collect fulfilment remains strong at 54% of online orders

•CODB below inflation

19
Warehouse Stationery

1.Same store sales excludes online and removes the impact of opening and closing stores year on year. Information is for Stand-Alone Warehouse Stationery Stores only and excludes

SWAS stores.

268.8274.6249.7248.6231.9

0%

10%

20%

30%

40%

50%

60%

200

210

220

230

240

250

260

270

280

FY20FY21FY22FY23FY24

SalesGross Profit Margin

$ millionFY24FY23Variance

Sales

231.9 248.6

-6.7%

Operating Profit

12.9 23.0

-44.0%

Operating Margin %5.6%9.3%(370) bps

Online sales

18.422.6

-18.6%

Online as a % of sales

8.0%9.1%

(110) bps

Click and Collect as % of online

sales

22.8%20.8%

+200 bps

Number of stores

6666

-

SWAS Stores

4140

+1

Sales density (Sales $ / sqm)

4,7074,758

-1.1%

•Print and Copy Centre continues to grow – achieving

another record sales year – but offset by declines in

print consumables, study equipment and office

furniture

•BizRewards channel underperformed as SME

customers also cut back costs – but a powerful base of

30,000 members

•Gross profit % down 150bps due to increased

promotional and clearance activity, driven by lower

demand and heightened competition, particularly in

study and office furniture

•CODB down less than 1%

Same store

sales

1


(6.2%)

Store foot

traffic

(2.5%)

Foot traffic

conversion

+ 3.2%

Basket Value

(6.8%)

20
Noel Leeming

1.Same store sales excludes online and removes the impact of opening and closing stores year on year.

$ millionFY24FY23Variance

Sales

1,005.2 1,061.0

-5.3%

Operating Profit

17.3 27.3

-36.6%

Operating Margin %1.7%2.6%(90) bps

Online sales

102.7116.4

-11.7%

Online as a % of sales

10.2%11.0%

(80) bps

Click and Collect as % of online

sales

67.2%59.0%

820 bps

Number of stores

6667

(1)

Sales density (Sales $ / sqm)

12,19712,752

-4.4%

1,010.01,128.21,096.71,061.01,005.2

0%

5%

10%

15%

20%

25%

30%

800

850

900

950

1,000

1,050

1,100

1,150

FY20FY21FY22FY23FY24

SalesGross Profit Margin

•Foot traffic into store was disappointing, down 8.5%

•Post COVID-19 replacement cycle demand has not yet

come through, as disposable income for high ticket

items tightened

•Gross profit margin decreased 20 bps as a result of

competitive pricing in the market and higher sales in

lower margin categories

•Click & collect (led by our 1-hour click & collect option)

is increasingly our customers’ most popular fulfilment

option, accounting for 67.2% of online sales fulfilment

•CODB down ~2%

Same store sales

(4.5%)

Basket Value

(1.3%)

Store foot traffic

(8.5%)

Foot traffic

conversion

+ 5.7%

$ millionJuly-2024July-2023Variance $
Inventory

472.1493.3

(21.2)

Trade and Other Receivables

99.297.0

2.2

Trade and Other Payables

(461.4)(407.3)

(54.1)

Provisions

(62.9)(71.7)

8.8

Working Capital

47.0 111.3

(64.3)

Fixed Assets

273.4 317.6

(44.2)

Funds Employed

320.4 428.9

(108.5)

Tax Assets

92.6 93.5

(0.9)

Derivatives

10.7 (2.1)

12.8

Right of Use Assets

601.6 661.0

(59.4)

Goodwill and Brands

73.0 73.0

-

Capital Employed

1,098.3 1,254.3

(156.0)

Shareholders’ Equity

309.6 402.1

(92.5)

Minority Interests

1.2 0.9

0.3

Net Debt

50.7 48.1

2.6

Net Lease Liability

736.8 803.2

(66.4)

Capital Employed

1,098.3 1,254.3

(156.0)

Liquidity

419.3421.9(2.6)

As at 28 July 2024

•Inventory down 4.3% on prior year

•Excluding Torpedo7 and Goods in Transit, up

10.8%

•Stock adequately provided

•Aged inventory

1

at 20.7% (FY23: 23.4%)

•Trade payables up due to year end timing

•Net debt $50.7m with $419.3m head room available

•Covenants met throughout period

•FY24 Interest Cover = 4.4 times (min requirement

2.0)

•FY24 Gearing Ratio = 11.1% (max permitted 50%)

•We have agreed a short-term change in covenant

test to an interest cover on a pre-IFRS16 EBITDA basis

21

Balance sheet

1.Aged inventory calculated as stock over six months old.

22
Cash flow and net debt

1.Cash conversion calculated as Operating cash flow / EBITDA (including continuing and discontinued operations) for the year ended 28 July 2024.

2.Free cash flow yield calculated as Operating cash flow less capital expenditure over market capitalisation at 28 July 2024.

3.EBITDA (from continuing and discontinued operations) represents Earnings before interest, taxation, unusual items, depreciation and amortisation for the year ended 28 July 2024.

4.Interest paid includes $37.5 million interest on lease liabilities (FY23: $36.2 million) . Refer to Note 3.6 of the Financial Statements for the year ended 28 July 2024.

5.The difference between cash flow capital expenditure of $39.4 million above and capital expenditure per total project spend and in Note 9 of the financial statements is due to timing of

accruals and creditor payments.

•The 17.4% decline in EBITDA was offset by favourable

movement in working capital and net tax refunded

in the year, resulting in 13.2% reduction in Operating

cash flow to $185.9 million (including continued and

discontinued)

•Cash conversion

1

improved to 85% (FY23: 81%)

•Free cash flow yield

2

has increased to 29.7%

(FY23:15.9%)

Net debt bridge ($m)

41.2

48.1

50.7

FY22FY23FY24

Liquidity

headroom

$419.3m

Net debt ($m)

23
Capital and Project expenditure

•Total Project Expenditure was $73.4 million in FY24, compared to $154.4

million in FY23, and below guidance of $80 million

•Capital expenditure comprised $39.0 million

•The last five years have seen significant investment in replacing legacy IT

retail infrastructure

•Core System investments were $138.9 million over 5 years

•We have reduced our annual project spend to $32 - $39 million for FY25

Project Expenditure ($ million)FY24FY23

Core Systems32.646.4

Other Information Systems16.926.0

Property8.1 19.4

Store Development5.0 26.6

Store Operations4.8 14.5

Digital and Supply Chain6.0 21.5

Total Project Expenditure73.4154.4

24
Turnaround plan

John Journee

Interim CEO

25
Strategic reset

We can and will do better and that starts with getting back to being a great retail business that

delivers products that Kiwi families want, at great prices.

FROM

TO

Group ecosystem strategy

Brand-led strategies enabled by

Group scale

Agile operating modelRetail operating model

Investment in digital platforms

Significant change with modernisation

of core systems

Focus on core retail functions

Limit change, leverage platform

investment, derive benefit

26
Brand focused leadership

Interim Chief Executive Officer

John Journee

Human

Resources

Finance, Tech,

Data & Property

OperationsMerchandising

Supply Chain &

Sourcing

Marketing &

Digital

Noel Leeming

Our Leadership Team

Warehouse

Stationery

27
The Warehouse is key to our turnaround

Fighting Fit

Deliver

Everyday Low

Prices with the

right range of

products

Be an Everyday

Low-Cost

retailer

Win key family

shopping

missions &

moments

Actively

engage with

our Customers

& Communities

Strategies to win

28
Looking ahead

John Journee

Interim CEO

29
In the year ahead

•The retail environment in New Zealand remains

tough as recent GDP figures show, and we expect

that consumer demand and market conditions will

continue to be challenging and unpredictable in

the near term. We remain cautious about when we

might see a meaningful increase in retail

spending.

•We’re under no illusions of the challenges ahead of

us. While we’ve been able to regain market share in

our core retail segment in the first six weeks of FY25,

our sales have been soft, and our gross profit

remains under pressure as we clear the last of our

winter stock and continue to reset our product

offer.

•With our strategic focus firmly back on trading our

brands and on renewing and energising our

product ranges, the team and I look forward to

being able to demonstrate progress in the year

ahead.

•The Group will share a FY25 Q1 Trading Update on 8

November 2024.

Thank you
Helping Kiwis live better every day

31
Appendix

Additional information

32
EBIT and NPAT reconciliation

1.Refer to Note 2.2 of the Financial Statements for the 52 weeks ending 28 July 2024 for further details on the NZIFRS16 adjustment.

2.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued

operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

•The Group sold the assets of Torpedo7 to Tahua Partners Limited in February

2024. The after-tax loss amounts to $60.3 million from discontinued operations in

FY24.

•The NZIFRS 16 adjustment of $38.9 million in FY24 (FY23: $38.9 million) represents

the backing out of pre-IFRS rent and the deduction of the Right of Use Asset

amortisation.

Operating ProfitNPAT

$ millionFY24FY23FY24FY23

Reported profit attributable to

Shareholders of the parent

45.7 88.5 (54.2)29.8

Loss from discontinued

operations

(13.2)(20.2)(60.3)(20.1)

Reported profit from

continuing operations

58.9 108.7 6.1 49.9

Restructuring costs

8.9 10.5 6.4 7.6

Gain on sale of property

- (0.4)- (0.3)

Loss on sale of associate

- 3.5 - 3.5

Adjustments for NZIFRS 16

(38.9)(38.9)(1.7)(3.3)

Tax on buildings

--8.1 -

Adjusted profit from

continuing operations

28.9 83.4 18.9 57.4

For 52 weeks ended 28 July 2024

33
Our ESG progress

•40% of private label sales from products with sustainable attributes (FY23: 33%)

•55% of private label sales from products with sustainable packaging (FY23: 43%)

•257.1 tonnes of post-consumer waste diverted from landfill (FY23: 198.9 tonnes)

•$2.6 million raised for New Zealand charities and community groups

•46.9% senior leaders are female

•37.5% female board members

•eNPS 19.6 pts

•Scope 1 and 2 market-based emissions decreased 30.4% from FY23

•63 stores and sites powered by solar

•Diverted 77.7% operational waste from landfill (FY23: 72.9%)

•13 of the 28 EV chargers at The Warehouse stores upgraded to 25kW DC chargers

Our people

and

communities

34
Glossary

TermDefinitionTermDefinition

C&CClick & CollectMDMMaster Data Management

CODBCost of Doing BusinessNIDCNorth Island Distribution Centre

COGSCost of Goods SoldNIFCNorth Island Fulfilment Centre

DCDistribution CentreNLNoel Leeming

DIFOTDelivered In-Full On-TimeOMSOrder Management Solution

E2EEnd-to-EndOMUOperating Model Update

EDLPEvery Day Low PricePOSPoint-of-Sale

ELSExecutive Leadership SquadSIDCSouth Island Distribution Centre

eNPSEmployee Net Promotor ScoreSSOStore Support Office

ERPFI

Enterprise Resource Planning - Finance and

Inventory

SSSSame Store Sales

FCFulfilment CentreSWASStore-Within-a-Store

GBOGroup Business OperationsT7Torpedo7

GEPGroup eCommerce PlatformTWLThe Warehouse Limited

GMVGross Merchandise ValueWALTWeighted Average Lease Tenure

GOMSGroup Order Management System WMSWarehouse Management System

LTVCustomer Lifetime ValueWSWarehouse Stationery

35
Disclaimer

This presentation may contain forward looking statements and

projections. There can be no certainty of the outcome and

projections involve known and unknown risks, uncertainties,

assumptions and other important factors that could cause the

actual outcomes to be materially different from the events or

results expressed or implied by such statements and

projections.

While all reasonable care has been taken in the preparation of

this presentation, The Warehouse Group Limited does not make

any representation, assurance or guarantees as to the

accuracy or completeness of any information in this

presentation. The forward-looking statements and projections

in this report reflect views held at the date of this presentation.

Except as required by applicable law or any applicable Listing

Rules, the Relevant Persons disclaim any obligation or

undertaking to update any information in this presentation.

A number of non-GAAP financial measures are used in this

presentation. You should not consider any of these in isolation

from, or as a substitute for, the information provided in the

financial statements for the 52 weeks ending 28 July 2024,

which are available at www.thewarehousegroup.co.nz.

This presentation does not constitute investment advice, or an

inducement, recommendation or offer to buy or sell any

securities in The Warehouse Group Limited.

26 September 2024
FY2024 Annual Results

52 weeks ending 28 July 2024

Helping Kiwis live better every day

---

INTEGRATED
ANNUAL

REPORT

2024

Dean Hamilton
Audit and Risk Committee Chair

25 September 2024

Dame Joan Withers

Board Chair

25 September 2024

2024

TABLE OF CONTENTS

The Warehouse Group Board and Executive Leadership Team

are pleased to present our FY24 Integrated Annual Report

2024 at a Glance 4

Chair’s Report 6

Interim CEO’s Report 8

Financial Review 10

Our Purpose, Vision and Values 14

Our Stores 15

Our Brands 16

Integrated Report 22

Risk and Materiality 24

Sustainability 26

Growing and Developing Our People 32

Case Studies 33

Global Reporting Initiatives (GRI) Report 40

Financial Statements 42

Notes to the Financial Statements 48

Independent Auditor’s Report 65

Governance Report 72

Statutory Disclosures 88

GRI Content Index 92

Ernst & Young Report – GRI 96

Directory 101

3

Image: Lodestone Energy. Located in the far north near Kaitaia, Kohirā is Aotearoa’s first utility-scale solar farm to supply the national grid.

The electricity supply for 26 of our stores and sites across Northland, Auckland and Waikato was switched to this solar farm in February 2024.

of senior leaders
are female

Gender pay

equity

46.9%

100%

GENDER

EQUALITY

CUSTOMER

Group in-store NPS

up 3.4pts from FY23

Stores

New Zealand wide

79.7pts

218

Gender equity is a core focus for us, and we’re

pleased to maintain gender pay equity at

Group level.

Group Click & Collect sales

(56.6% of online sales)

$122.8m

Raised

raised for NZ charities and

communities in FY24

$

2.6m

We’ve been helping Kiwi families and

communities thrive since our doors

opened in 1982.

2024

AT A GLANCE

COMMUNITY

reduced to zero

through solar

generation

OF OUR MARKET-

BASED SCOPE 2

EMISSIONS

STORES & SITES

POWERED


BY SOLAR

63

14

%

We are committed to developing an

integrated retail experience across our brands

in store, on apps, and online.

Group online sales

(7.2% of total sales)

$217.0m

55%

We are making progress on our vision to

make sustainable living easy and affordable

for everyone and on our ambition to achieve

zero emissions in our operations by 2040.

private-label sales

with sustainable

packaging

(FY23: 43%)

of operational waste

from landfill

7 7.7%

We have

diverted

SUSTAINABILITY

SCOPE 1 & 2 EMISSIONS

(market-based)

compared to FY23 and decreased

29.8% compared to FY20 base year

30.4%

PERFORMANCE

Adjusted NPAT1

(FY23: $57.4m)

$

18.9m

In a competitive retail market, we

have delivered a soft sales result and

profitability was compromised with a

flat gross profit margin and increased

cost of doing business.

Reported NPAT

(FY23: NPAT $29.8m)

($54.2

m

)

Group sales

down 6.2% on prior year

$

3.0b

$

50.7m

Net debt

(FY23: $48.1m)

1. Adjusted NPAT is from continuing operations before unusual items and

is a non-GAAP measure. A reconciliation between Adjusted and Statutory

NPAT is located in Note 5.0 of the financial statements for the year

ended 28 July 2024.

eNPS

19.6pts

The Warehouse Group Integrated Annual Report 202445At a Glance

Our 2024 financial year has been one
of the most challenging in our 42-

year history.

New Zealand’s deteriorating

economic conditions have

significantly impacted the retail

sector in the past year, with Kiwis

tightening their belts and consumer

spending falling dramatically.

However, it’s clear that our trading

performance and operational

execution have exacerbated the

challenges of a difficult environment.

This is evident by the decline in

market share we have experienced in

some key categories.

During the early part of the calendar

year, it became apparent to the

Board that we needed to make

significant changes to address the

issues we were confronted with.

We faced the fact that we were not

able to fulfil the ambitions we had

for our ecosystem strategy and also

called time on our investments in

Torpedo7 and TheMarket.com as

we have sought to get the company

back to its core retail brands. In

addition, we recognised that our

products and pricing were not

meeting expectations, and this was

having a significant impact on our

performance at The Warehouse.

The poor financial performance

we’ve reported this year is not

acceptable, and both the Board

and Executive Leadership Team are

acutely aware of the disappointment

shareholders will be experiencing

due to this result and the big job

ahead of us to get the company back

on track. We are on that journey.

We have made substantial

changes to our leadership with the

appointment of John Journee as

Group Interim CEO following the

departure of Nick Grayston in May.

I would like to acknowledge Nick,

along with several other members of

the executive team who have left.

My sincere thanks to John Journee

who has quickly made a significant

difference. He retains his position

Dame Joan Withers – Chair

"As we look

ahead, we are

redoubling our

efforts to regain

our market

position in key

categories for

The Warehouse."

CHAIR’S REPORT

DAME JOAN WITHERS

on the Board, as an Executive

Director, until we make a permanent

appointment to the CEO role, after

which John will resume his role as a

non-executive director.

We’ve also made some changes to

the Board. We have welcomed Tony

Carter, who brings wide-ranging

retail, commercial and governance

experience to complement the

capability already in place around

the board table. I want to thank

outgoing Director Julia Raue for

her leadership during her seven-

and-a-half-year tenure on the

Board, particularly as Chair of our

Health, Safety and Wellbeing Board

Committee.

As we look ahead, we are redoubling

our efforts to regain our market

position in key categories for The

Warehouse. We’re focused on

delivering:

• great products at great prices

• outstanding customer

experiences

• growth in shareholder value and

sustainable shareholder returns

over the long term.

Together with our team of 10,000, we

are absolutely focused on simplifying

our business, reducing our cost of

doing business, and sharpening the

focus on our core brands.

I want to thank all our shareholders,

our customers, our team members

and my fellow Directors for their

continued support as we navigate

these challenges, rebuild our brands,

and continue towards helping Kiwis

live better every day.

Ngā mihi,

The Warehouse Group Integrated Annual Report 202467Chair's Report

John Journee – Interim CEO
improve our customer experience

and highlight the improved product

offer. E-commerce and Click & Collect

remain important shopping options

for customers and we have recently

increased our network of store-

based fulfilment hubs to service this

demand more efficiently.

A dedicated Noel Leeming leadership

and retail team will enable them

to strengthen the brand’s market

leadership position more effectively

and assertively in a highly competitive

and fast-moving market.

The multi-year investments we have

made to modernise our core systems

across the Group have progressively

come on stream over the last year

and are increasingly being used to

leverage our significant network,

inventory, data, and people assets

to support decision making and

improve operational effectiveness and

efficiency.

Getting fighting fit

Our financial results serve as a stark

reminder of the challenges we face as

a business and of our poor operational

execution in the face of those

challenges. While we're not where we

need to be, we have made tough calls

to act quickly and decisively to get the

company fighting fit.

To support the shift from the Group’s

ecosystem strategy we have recently

completed an organisational redesign

that has moved us away from the Agile

operating model that the business

used to execute its strategy for the

past four years, to one that is brand-

led, built around the critical retail

buy-move-sell functions, with clear

accountability.

Our primary focus in the short term

is turning around The Warehouse’s

performance and reasserting its

customer value proposition and market

position.

The Warehouse is the cornerstone

of our business, and its success will

always be led by great products and

prices and supported by outstanding

I would like to start by recognising

how incredibly tough this year has

been.

I also want to thank our shareholders,

customers, and teams for sticking

with us. Your support means a lot to

us because we know our performance

impacts you and your families.

The Warehouse is an iconic New

Zealand retailer known for a bargain,

and we should be the go-to choice

for Kiwis navigating the cost-of-living

crunch. Instead, we made things

overly complex and lost clarity on

our mission to deliver great products

at affordable prices. We held onto

Torpedo7 and TheMarket.com for too

long, reacted too slowly to changing

market conditions, and fell out of step

with what Kiwi families want.

During FY24, we made tough

decisions that have set us up for

the future and turnaround our

performance. We have reset the

Group strategy, divested unprofitable

businesses, and moved away from the

ecosystem strategy to focus on our

core retail brands, The Warehouse,

Warehouse Stationery and Noel

Leeming. We have also restructured

our senior leadership team and

redesigned our operating model to

support this change.

A disappointing financial

performance

There are no two ways about it:

our FY24 financial performance is

disappointing and a long way from

where we need to be.

For the year ending 28 July 2024, the

Group reported total sales of $3.0

billion (down 6.2% compared to FY23).

The Warehouse sales were $1.8 billion

(down 5.3%), Warehouse Stationery

sales were $231.9 million (down 6.7%),

and Noel Leeming sales were $1.0

billion (down 5.3%).

Adjusted Net Profit After Tax (NPAT)1

was $18.9 million, compared with $57.4

million in FY23.

customer experiences. We are

reinvigorating our category strategy

to more consistently deliver the

range, value, trend, and excitement

our customers expect from us.

These changes will be supported by

improvements to our instore and online

customer experience, marketing and

supply chain performance.

We have made significant reductions

in both our operating expenses and

project spend going into FY25, and the

pressure on reducing our cost of doing

business will continue to be a critical

part of us getting fighting fit.

We will be equally focused on fighting

for profitable sales and getting our

cost base leaner and fitter as we

turnaround our performance.

Getting on with the job

I have been clear my key role as Interim

CEO is to get The Warehouse back on

track and to set the groundwork for a

return to profitable growth.

To support this, I’ve also made changes

to the Executive Leadership Team to

ensure there is clear accountability for

the performance of each of our brands.

Ian Carter is the Executive General

Manager Operations, looking

after store operations across The

Warehouse and Warehouse Stationery.

We have brought merchandising

and planning for these brands under

one role, which is headed by Tania

Benyon as Executive General Manager

Merchandise. Mark Anderton has

expanded responsibility for supply

chain as Executive General Manager

Supply Chain and Sourcing.

We have also appointed Jason Bell

as Chief Operating Officer for Noel

Leeming.

Richard Parker remains as Chief

Human Resources Officer supporting

all our brand store and support teams.

We welcomed Mark Stirton as our new

Chief Financial Officer in April. Having

joined us from Mr Price in South

Africa, Mark has quickly set about

zeroing in on our costs and getting our

financial house in order with precision.

He now has an expanded role in

our new structure, looking after our

information technology and corporate

development teams.

I want to acknowledge our departing

leaders, Jonathan Waecker, Edwin

Gear and Sarah Kearney, for their

service and contribution to the Group.

We have a team of 10,000 passionate

and committed retailers working

across our three market-leading

brands. From our buying teams

designing and sourcing the best value

on-trend products, to our logistics

team who pack and sort thousands

of orders a day, to our support teams

who serve our frontline teams, to our

store teams helping the 1.5 million

customers who walk through our

doors every week. I’m proud of how

energised our team are to help Kiwi

families live better every day.

Into the future

Our strategy reset for FY25 may

sound simple, but it is this simplicity

and focus that will enable our team

to excel at the craft and science of

retail to deliver greater value to our

customers and reclaim our market

leadership.

Turning around our performance will

be challenging. But we are determined

to succeed.

I am very conscious that words are not

what our shareholders, customers or

team members want in the year ahead.

Rather, they want action and improved

performance. With our focus firmly

back on trading our retail brands and

delivering the bargains our customers

expect and deserve from us, the

team and I look forward to showing

meaningful progress in the year ahead.

Ngā mihi,

JOHN JOURNEE

In March 2024, we sold the

underperforming business, Torpedo7.

The loss on sale has resulted in the

first loss for The Warehouse Group in

our listed company history. Reported

Net Loss After Tax for FY24 was $54.2

million compared with Reported NPAT

of $29.8 million in FY23.

Strategic reset

Our shift from a Group-led ecosystem

strategy to a brand-led strategy

is centred on strengthening each

brand’s specific customer value

propositions.

A significant refresh of The

Warehouse product offer and

price position across all our core

categories, which is already under

way, will drive more relevant, on-trend

assortment and competitive customer

value proposition for Kiwi families.

Our expanded Market Kitchen pantry

essentials range, and improvements

to our health and beauty, baby

and pet care offer are proving very

popular and are driving increased

customer engagement and more

frequent shopping visits.

With the twin challenges of the rising

cost of living and increasing pressure

on our planet’s resources, it’s never

been more important that we strive to

make the products we sell affordable

and sustainable, and this will continue

to be our ambition.

We have re-established a dedicated

Warehouse Stationery leadership

and retail team within the Warehouse

operation to enable us to improve the

execution of our offer to the SME and

education sectors.

With 85% of Kiwis living within 20

minutes of The Warehouse, our

network of Red Sheds remains crucial

to our success. Our 86 stores are at

the heart of many communities across

New Zealand and offer a national

footprint that our competitors

cannot match. We’re busy resetting

store layouts in key locations to

Group sales

down 6.2% on prior year

$

3.0b

"We have

simplified our

business to

focus on

The Warehouse,

Warehouse

Stationery and

Noel Leeming as

our three core

retail brands."

INTERIM CEO'S REPORT

1. Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. A reconciliation between

Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

Operating profit

down 65.3% on prior year

$

28.9m

The Warehouse Group Integrated Annual Report 202489Interim CEO's Report

Overview
It’s clear that FY24 has been one of the

most challenging years in our Group’s

history. We’ve faced significant internal

and external pressures, and our financial

results reflect those difficulties. They also

provide a clear picture of the work that

lies ahead.

Tough economic conditions in New

Zealand prevailed throughout the

financial year, creating strong headwinds

for the retail industry. Consumer

sentiment and Kiwi households' budgets

have been under pressure with high

interest rates and the cost-of-living

crunch, draining the spending power of

customers' wallets.

Many New Zealand businesses have

likewise been dealing with a rising cost of

doing business (CODB) with compressed

margins and muted top-line growth.

This has impacted earnings, resulting

in low wage growth and increased

redundancies, both negative for retail

spending.

While these economic conditions

have had a significant impact on us,

as a low cost retailer we should have

been able to weather these economic

conditions better. The Board and

Management acknowledge that our

performance is well below expectation.

Our inability to execute on our plan

allowed the competition to strengthen

over the period at our expense. Our core

customers did not find sufficient value

FINANCIAL

REVIEW

in our key higher margin categories, and

this resulted in lost market share. As an

everyday low-price retailer, we did not

get our pricing and value right in key

product areas, leading to a decline in

customer spending.

This combination of these external

and internal factors has resulted in the

Group’s poor financial performance.

The Board and Management have

taken steps to refocus and simplify the

business during the period. We sold

Torpedo7 at the end of March 2024

and closed TheMarket.com in June

2024. These were large investments

into the Group's future, intended

to provide diversification and be

new growth streams for the Group.

Unfortunately, these two businesses

were not performing to expectations and

in the existing economic environment

continuing to invest capital and

resources to support their growth was

untenable.

The Group went live with the

replacement of our Enterprise Retail

Planning Finance and Inventory (ERPFI)

System in April 2024. This has been a

material investment into modernising

our legacy environment which had not

been updated in over 30 years. This

multi-year project has had a difficult

implementation. However, this platform

investment will provide the necessary

foundations to bootstrap the Group’s

core systems for at least the next decade

while producing more profitable sales

through margin expansion. However, this

worsened in the second half, decreasing

7.6% on last year as customer spending,

particularly after the Christmas peak,

saw a material pull back as discretionary

income became constrained.

The Group’s sales density declined

3.7% on a total retail sales revenue per

square metre basis, slower than the

top-line decline, which is a positive for

productivity of space utilisation.

Gross Profit Margin

The Group gross profit margin was

robust in the first half at 34.3%,

increasing 160 basis points compared

to FY23 H1. A favourable category mix,

higher rebates and lower freight costs

supported the rise, only slightly offset by

promotional and markdown activity.

In the second half, the retail market

became highly promotional with strong

pricing pressure from competitors which

negatively impacted margins as we were

forced to respond to remain competitive.

The situation was aggravated by

products in key margin categories not

resonating with customers, resulting in

increased markdown activity to clear

inventory. These declines could not be

offset to the same level through cost

savings which resulted in negative

operating profit leverage.

Brand Performance

Despite these economic headwinds, our

foot traffic conversion was up against

prior year across all our brands. However,

basket sizes have declined. This has

adversely impacted the Group’s results,

particularly due to the mix of product

categories within these baskets versus

the prior year.

The Warehouse

Following a strong year in FY23 where

The Warehouse recorded its highest

sales in its history of $1,892.4 million,

FY24 sales dropped to $1,792.3 million

– a decline of 5.3%. Our increased

product offering in grocery resulted in

category sales up 12.5% on FY23. This

materially impacted category sales mix,

with grocery now contributing 25.8%

of total sales for the period. While this

growth is pleasing, it was offset by

decreases in higher margin categories

of Home and Apparel.

Despite the decreased sales,

The Warehouse gross profit margin

remained steady, increasing 10 basis

points. While we saw pleasing gains in

gross profit margin in the first half of 250

basis points, compared to the FY23 first

half, category mix, promotional burn, and

higher-than-normal markdown activity

saw this decrease by 260 basis points

compared to the FY23 second half.

The Warehouse operating profit declined

75.3% to $17.7 million, at an operating

margin of 1.0%, down 280 basis points on

the prior year.

Warehouse Stationery

Warehouse Stationery sales declined

6.7% to $231.9 million in FY24. Our Print

& Copy Centre products and service

continued to be our highest growth

category, up 14.0% in FY24 and at

strong margins, although the brand saw

customers decrease spending in other

core categories including Consumables,

Stationery, Study Equipment and Office

Furniture.

Gross profit margin increased 70 basis

points in the first half but decreased 370

basis points in the second half, resulting

and further allow us to introduce new

retail capabilities.

The Group, under the leadership of our

newly appointed Interim CEO John

Journee has embarked on a strategic

reset to get our core retail brands

performing, by delivering on our retail

fundamentals in a more disciplined and

consistent way. This will be evident in

better products and prices and with an

experience our customers are looking for.

Revenue

Unless otherwise noted, information is

stated on a continuing basis only.

The Group disposed of Torpedo7 during

the financial period which has been

classified as a discontinued operation.

Group revenue for the year was

$3.0 billion, a decline of 6.2% on the

prior year.

Group weighted average retail selling

price decreased 50 basis points in FY24,

compared to FY23, due to material

changes in basket mix and promotional

discounts. Units sold in the year

decreased 4.7% from the prior year.

Our retail year had two distinct halves.

Retail sales in the first half declined 4.9%

Group sales ($million)

0

100

200

300

400

3,122.9

3,236.9

3,037.6

FY22FY23FY24

Down

6.2%

vs FY23

REVENUE

(down 6.2%

on prior year)

$

3.0b

MARK STIRTON

The Warehouse Group Integrated Annual Report 20241011Financial Review

in a full year gross profit margin decline
of 150 basis points.

Warehouse Stationery operating profit

declined 44.0% to $12.9 million, at an

operating margin of 5.6%, down 370 basis

points on the prior year.

Noel Leeming

Noel Leeming sales were impacted

by customers’ reduced discretionary

income spending on high ticket items,

combined with higher promotional

and markdown activity as competitors

chased market share. Sales declined

5.3% on the prior year to $1,005.2 million.

The first half showed small declines but

accelerated with 8.6% sales drops in the

second half.

Despite decreased sales, gross profit

margin held up well, driven by a

favourable change in mix to higher

margin categories specifically Audio and

Small Appliances.

Noel Leeming operating profit declined

36.6% to $17.3 million, at an operating

margin of 1.7% – down 90 basis points on

the prior year.

Operating Profit

Operating profit1 (EBIT) from continuing

operations was $28.9 million, down from

$83.4 million in FY23. While gross profit

margin percentage remained consistent

with the prior year at 33.6%, operating

profit was significantly impacted by the

Group’s inability to remove costs at the

pace of sales and margin decline. This

resulted in operating margins declining

160 basis points to 1.0%.

Group CODB declined in dollar terms

by 1.3% to $992.0 million; however, the

decline in revenues of 6.2% increased

the CODB percentage of sales by 160

basis points from 31.0% to 32.6% in FY24,

which squeezed the operating margin

noted above.

Employee expenses decreased 4.4%,

with reduced Store Support Office (SSO)

headcount through restructures and

closures, lower Management incentive

payments, combined with operational

efficiencies in labour productivity across

stores and distribution and fulfilment

centres.

Lease expenses (excluding the impact

of NZIFRS16) continued to increase,

up 2.6% despite the constrained retail

environment, spurred by rates – which

rose 4.8% on the prior year.

Due to the Group’s investment into new

systems and platforms, technology

running costs increased 18.0% on the

prior year. The Group has invested

significant capital to modernise our retail

platforms, and while this has come at

a cost to the Group, it has set us up for

the future. The change in accounting

standards, meaning that some of this

information system capital expenditure

is expensed through the Income

Statement, has come at a time of peak

information systems development for

the Group. Due to these accounting

standard changes, $18.6 million which

would have previously been capitalised

has been fully expensed in FY24. Our

project investment in recent years has

caused depreciation to increase 6.5%.

Net Profit

Adjusted Net Profit After Tax (NPAT)2 was

$18.9 million, compared with $57.4 million

in FY23.

In March 2024 we sold the

underperforming business, Torpedo7.

This loss on sale has resulted in the first

loss for The Warehouse Group in our

listed company history. Reported Net

Loss After Tax for FY24 was $54.2 million

compared with Reported NPAT of $29.8

million in FY23.

Cash Flow

Operating cash flows (including

discontinued operations) ended at

$185.9 million, down 13.2% or $28.3

million, compared with the prior year.

Trading EBITDA from continuing

operations was $226.4 million, down

17.4% compared to FY23. This was offset

by a favourable net tax refund received

in FY24 compared to tax paid in FY23,

and lower restructuring costs paid in

FY24 compared to prior year.

Dividend payments of $45.5 million

were made in FY24, which included

the FY23 final dividend (8.0 cents per

share) and the FY24 interim dividend

(5.0 cents per share). The FY24 interim

dividend equates to a 92% payout ratio

of FY24 Adjusted NPAT, significantly

above the Group’s dividend policy of

70%, brought about by the loss incurred

in the second half.

Balance Sheet

The Group recognises that its Return on

Invested Capital (ROIC) is well below its

weighted average cost of capital. A key

focus is operating margins and asset

productivity to improve our return on

assets while simultaneously improving

leverage to boost Group ROE. The

removal of loss-making entities with

high capital requirements and a brand-

focused approach driven by key metrics

will rebuild the balance sheet strength.

A greater focus on the science of retail,

driving key retail metrics, will be a major

contributor to our reset.

The above cash flows resulted in net

debt of $50.7 million at FY24 year-end,

compared to $48.1 million at FY23 year –

end. The Group met its debt covenants

throughout the period.

The cash conversion ratio improved this

year from 81% in FY23 to 85% in FY24,

while free cash flow (operating cash flow

less capital expenditure) grew from $99.2

million in FY23 to $146.5 million in FY24.

Working capital reduced in FY24, due

to lower inventory on hand as a result

of the disposal of Torpedo7, and higher

payables at year-end. Both inventory

and trade receivables are sufficiently

provided for compared to the prior year

and will be a key focus area in FY25 to

improve capital efficiencies.

The prior year saw elevated levels

of capital expenditure as we came

to the end of a number of large

investment programmes addressing

our core systems, store development,

SSO refurbishment and North Island

Distribution Centre facilities.

In FY23 the Group stated that

total project expenditure would be

capped at $80 million in FY24. Total

project expenditure, including capital

expenditure, prepayments, SaaS

spend and project-related operating

expenditure, in FY24 was $73.4 million,

of which $39.0 million was capital

expenditure, which is within guidance.

Capital expenditure as a percentage of

depreciation and amortisation was 56%

in FY24, compared with 170% in FY23.

In FY24 we opened a new retail centre in

Wānaka, which included The Warehouse,

Warehouse Stationery SWAS store

and Noel Leeming. The Group is laser

focused on optimising our existing store

footprint by enhancing sales density,

through increased shopping missions,

conversion, and basket value across our

physical and online channels.

It’s been a challenging period, but I’m

confident we’re taking the right steps to

rebuild our financial performance. With

a sharper focus on our core brands and

stronger operational discipline, I look

forward to working with the team to

restore the Group’s financial strength.

Net debt ($million)

0

50

100

41.2

48.1

50.7

FY23FY22FY24

Liquidity

headroom

$419.3m

GROUP GROSS

PROFIT MARGIN

33.6%

Reported NPAT

(FY23: NPAT $29.8m)

($54.2

m

)

CASH CONVERSION RATIO

(from 81% in FY23)

85%

1

Operating Profit excludes the impact of NZIFRS16 (Leases).

2

Adjusted NPAT is before unusual items and is a non-GAAP measure. A reconciliation between Adjusted and

Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

Mark Stirton – Chief Financial Officer

Financial Review

CAPITAL EXPENDITURE

$39.0m

Core systems

Property

Other information systems

Store development

Store operations

Other

22.1%

25.9%

20.8%

12.3%

12.0%

6.9%

(FY23: $113.2m)

The Warehouse Group Integrated Annual Report 20241213

8
6

MATAMATA

BELL BLOCK

NP CENTRAL

TAURANGA

MT MAUNGANUI

FRASER COVE

THE CROSSING

PAPAMOA

CAMBRIDGE

TE AWAMUTU

TOKOROA

TE KUITI

ROTORUA

LEVIN

PARAPARAUMU

RANGIORA

OAMARU

ALEXANDRA

DUNEDIN

ASHBURTON

BLENHEIM

KAITĀIA

KAIKOHE

DARGAVILLE

WAIPAPA

KERIKERI

WHANGĀREI

WHAKATĀNE

WARKWORTH

GISBORNE

TAUPŌ

HASTINGS

MASTERTON

DANNEVIRKE

UPPER HUTT

INVERCARGILL

GORE

BALCLUTHA

TIMARU

QUEENSTOWN

WĀNAKA

NAPIER

HAWERA

PALMERSTON NORTH

WHANGANUI

FEILDING

NELSON

RICHMOND

GREYMOUTH

MOTUEKA

WHITIANGA

THAMES

MORRINSVILLE

CHRISTCHURCH

16

WELLINGTON

14

AUCKLAND

56

HAMILTON

13

MAP KEY

The Warehouse Store

Warehouse Stationery Store

SWAS Store

Noel Leeming Store

ONLINE STORES

Warehouse Stationery

Noel Leeming

The Warehouse

PHYSICAL STORES

86

66

66

218 STORES

The Warehouse Stores

Warehouse Stationery Stores

including 41 SWAS

(Store Within A Store)

Noel Leeming Stores

OUR

STORES

OUR PURPOSE

OUR VISION


Helping Kiwis live better every day

Ia tangata, ia rā

To make sustainable living easy and

affordable for everyone

Kia ngāwari, kia utu māmā hoki te noho tiaki taiao

a te katoa

OUR VALUES

Mahi i nga mahi pai

We are one team, standing up

for our people, our planet

and our communities.

DO GOOD

Whakaarohia te kaiutu

We put the customer

first in everything we do.

THINK CUSTOMER


Kia haepapa

We walk the talk and

make things happen.

OWN IT

The Warehouse Group Integrated Annual Report 20241415OUR STORES

For over four decades,
our iconic Red Sheds have

been a familiar sight in

New Zealand communities,

offering Kiwis great value.

The Warehouse has always been a

barometer for how New Zealand is

doing and it’s clear that this has been

a tough year for many Kiwis. The

perfect storm of rising costs, interest

rates, and inflation has squeezed

our customers and put pressure on

their wallets. This, inevitably, has

impacted consumer spending and

presented significant challenges for

our business.

This year, The Warehouse recorded

sales of $1.8 billion, down 5.3% on

FY23. Gross profit of $672.9 million, was

down 5.0% on FY23 with gross profit

margin up 10 basis points on FY23.

To navigate these headwinds, we

focused our efforts on core categories

that remain top of mind for Kiwi families

and where we could deliver value.

Our new Allie the Alien campaign was

a huge hit with our customers and

team members during our Mega Toy

Sale in July 2024, highlighting our

extensive range of toys and an in-

store activation encouraging Kiwis to

get into store to find Allie.

As Kiwis look for more affordable

groceries, we have seen Grocery

category sales increase as our range

of everyday essentials resonates

strongly across the country. In FY24

we launched 51 new Market Kitchen

SKUs, including milk, bacon and

ham, as well as further expanding

our Pantry and Dry Goods range.

Our Market Kitchen Dark Roast

Coffee Beans won the Golden

Bean Australasia Bronze Award in

November 2023.

We continue to review our store

footprint to make sure we’re in

the right locations to best serve

customers. We opened a brand-new

The Warehouse in Wānaka, offering

more affordable options in the

growing South Island community,

creating more than 30 local jobs. We

reopened our Tory Street store in

central Wellington in March, after a

fire in 2023 forced the store to close.

We closed our Belfast and Tauranga

Central stores in response to lower

foot traffic and we closed our Milford

store on Auckland’s North Shore after

28 years when our lease was not

renewed.

As we see customers make more

purposeful shopping journeys, we

have seen The Warehouse store

foot traffic decrease 2.3% in FY24

compared to FY23. The Warehouse

online sales were 5.1% of total sales

in FY24 and Click & Collect remains

popular with customers, increasing

to 54.0% of online sales in FY24 from

52.6% in FY23.

The Warehouse team members

continue to offer high levels of

customer service for our customers,

and we were pleased to receive an

in-store Net Promoter Score (NPS) of

80.5 in FY24, up from 77.3 in FY23.

Our Be the Joy Christmas campaign

helped raise money for Women’s

Refuge, Variety the Children’s Charity,

and Kindness Collective, with The

Warehouse customers donating

$155,800 to these charities to make

sure Kiwi kids in need received a gift

at Christmas.

OUR

BRANDS

86

Stores

(down 5.0% on FY23)

Gross profitSales

$672.9

m

$

1.8b

Online sales

5.1% of sales

$91.8

m

(down 5.3% on FY23)

"We’ve done a lot of work to

bring more trend and newness

into our FY25 product range,

and there's more to come as

we expand our offering to

customers."

Tania Benyon – Executive General Manager Merchandise

17The Warehouse Group Integrated Annual Report 202416Our Brands | The Warehouse

with us across more than 400,000
transactions in FY24.

Warehouse Stationery online sales

were 8.0% of total sales in FY24 with

Click & Collect sales increasing to

22.8% of online sales in FY24, from

20.8% in FY23.

We continue to support our

communities. In the spirit of Christmas,

Warehouse Stationery partnered with

The Blues on their 'Fill the Blues Bus'

campaign.

Every year, we also run our own Back

to School campaign, and in FY24 we

partnered with The Salvation Army

once again, with customers donating

$18,400 to help Kiwi kids start the

school year right.

Warehouse Stationery has

been helping Kiwis work,

study, create and connect

for more than 30 years. We

have all the essentials to

keep customers organised,

creative and productive.

In FY24, Warehouse Stationery

recorded sales of $231.9 million, down

6.7% on FY23. Gross profit of $105.4

million was down 9.6% with gross profit

margin down 150 basis points on FY23.

Warehouse Stationery Print & Copy

Centres were a key growth category for

the brand with sales growing 14.0% in

FY24. We saw record sales for Father’s

Day, Christmas and Mother’s Day, as

Kiwis snapped up personalised gifts,

images and more for their loved ones.

The number one category continues

to be Print Consumables, with $53.9

million in sales for FY24, alongside

Stationery with $40.6 million in sales.

However, these categories did see a

decline in demand in FY24, as did Study

Equipment and Office Furniture.

Warehouse Stationery continues to

achieve high customer satisfaction

ratings, and we are thrilled to see

this improve again this year, with our

in-store NPS at 86.0 in FY24, up from

77.0 in FY23.

Our Warehouse Stationery stores within

The Warehouse format are proving

to be a successful model to meet the

evolving needs of our customers under

one roof. During FY24 we opened

a Store Within a Store (SWAS) in

Wānaka, closed our Belfast Warehouse

Stationery store, and relocated

our popular Manukau Warehouse

Stationery store to a new site next to

the Manukau Noel Leeming.

BizRewards continues to be a

strong sales channel for Warehouse

Stationery, and a great way to

engage with our business customers.

Around 30,000 members shopped

OUR

BRANDS

"Customers love our friendly,

expert team members who help

make work, study and creativity

more enjoyable and productive."

Ian Carter – Executive General Manager Operations

66

Stores

with 41 SWAS

(down 9.6% on FY23)

Gross profit

Sales

$

105.4m

$

231.9m

Online sales

8.0% of sales

$18.4

m

(down 6.7% on FY23)

The Warehouse Group Integrated Annual Report 20241819Our Brands | Warehouse Stationery

Noel Leeming is New
Zealand's leading electronics

and appliance retailer.

We offer a wide range of

products from the top brands

with expert advice and

services to help Kiwis get the

most out of technology.

This year customers looked to Noel

Leeming with their discretionary spend

focused on deals during major trading

events like Black Friday, Boxing Day,

our annual Massive Sale, and the

brand’s 51st birthday in June 2024.

Momentum slowed down between

these moments with overall sales of

$1.0 billion for FY24, down 5.3% on

FY23. Gross profit of $219.5 million

was down 5.8% on FY23 with gross

profit margin down 20 basis points

on FY23.

We’ve seen customers’ shopping

gravitate towards value-driven,

lower-priced items, which has

impacted sales across all categories.

We saw a small increase in Audio

sales of 2.9% compared to FY23,

and the Communications category

remains steady as the biggest

category for the brand.

Our Tech Services offering increased

1.5% in sales compared to the prior

year, providing customers with a team

of passionate experts ready to help set

up purchases correctly, provide advice

on new technology and more.

Noel Leeming online sales were 10.2%

of total sales in FY24 with Click &

Collect sales increasing to 67.2% of

online sales in FY24 from 59.0% in

FY23, boosted by Noel Leeming’s

1-hour Click & Collect service.

We opened a brand-new Wānaka

store in October 2023 alongside The

Warehouse and Warehouse Stationery

SWAS. The store has traded well since

opening. We relocated our Greymouth

store to 450sqm of retail space that

is delivering 130% of sales growth

and includes 85% of fixtures that

OUR

BRANDS

"I'm incredibly proud of our

team of passionate experts

who, despite tough trading

conditions, have delivered

exceptional end-to-end

service to our customers and

consistently maintained our high

standards throughout the year."

Jason Bell – Noel Leeming Chief Operating Officer

66

Stores

Online sales

10.2% of sales

$102.7

m

are pre-loved, helping deliver on our

sustainability commitments. We closed

our Clearance Centre in Penrose,

Auckland, at the beginning of 2024,

helping support the brand to return

to focus on its core retail business.

The Northwood store in Christchurch

closed in late 2023 also.

In FY24, we rolled out in-store

experience initiatives across our

Noel Leeming stores. These included

customer demonstrations, interactions

and experiences including Dyson and

Samsung floorcare, DJI drones, and

Live cellular benches.

Keeping up to date with the latest

technology and innovation is a

focus for us, so in FY24 over 400

store team members and passionate

experts attended one of five learning

academies, focused on computing,

whiteware, TV and audio, and smart

homeware.

We are super proud of our Noel

Leeming team members and the

knowledge and service they provide to

our customers – with Noel Leeming's

in-store NPS increasing to 76.8 in FY24,

up from 75.1 in FY23.

During the back-to-school period, we

partnered with Life Education and

Harold the Giraffe to provide parents

with the tools and knowledge to keep

tamariki safe online, while also raising

money for the charity in store. As part

of our annual Be the Joy campaign

at Christmas, which raises money for

Women’s Refuge, Variety the Children’s

Charity, and Kindness Collective, Noel

Leeming customers donated $45,690.

Alongside our community

relationships, Noel Leeming supports

key sustainability initiatives to help

Kiwis live more sustainable lives. Noel

Leeming’s long-standing partnership

with Tech Collect New Zealand offers

free e-waste collection and recycling

for our customers. In FY24, together

with Warehouse Stationery, the

programme helped Kiwis recycle 133.3

tonnes of e-waste across 34 Noel

Leeming and Warehouse Stationery

stores.

In FY24, we launched a new trade-in

programme for customers to hand in

their smartphones, laptops, tablets

and smart watches in exchange for

a Noel Leeming gift card to spend in

store or online. This not only helps

customers get one step closer to their

next device, but also extends the life

of electronic devices. This initiative

has been very popular since its launch

in April 2024, as it helps reduce the

amount of post-consumer waste going

to landfill.

Sales

(down 5.3% on FY23)

$

1.0b

(down 5.8% on FY23)

Gross profit

$

219.5m

The Warehouse Group Integrated Annual Report 20242021Our Brands | Noel Leeming

OUR NETWORKS
OUR

RELATIONSHIPS

OUR

PEOPLE

OUR

ENVIRONMENT

OUR

CUSTOMERS

• 218 stores

• Online sales 7.2% of total

group sales

• Click & Collect 56.6%

of online sales

• Group in-store NPS up

3.4 points to 79.7

• Core retail market share

17.6% (down 20bps on FY23)

• Raised $2.6m for NZ

charities and communities

• Conducted 232 supplier

environmental and labour

best-practice audits

• Engaged with suppliers

to measure and monitor

Scope 3 emissions

• Female leaders hold 46.9%

of senior leadership roles

(FY23: 50.0%)

• 100% gender pay equity

(FY23: 101%)

• eNPS 19.6

• TRIFR: 23.0 per million

hours worked (FY23: 32.8

per million hours worked)

• Free cash flow $146.5 million, up 47.7%

• Capital expenditure $39.0m

(FY23: $113.2m)

• Annual dividend 5.0cps

(92% of Adjusted NPAT)

• $145.0m in sustainability linked loans

• Liquidity $419.3m (FY23: $421.9m)

• 40% of sales from private-label

products with sustainable attributes

• 55% of sales from private-label

products with sustainable packaging

• 30.4% reduction in Scope 1 and 2

market-based emissions, compared

to FY23

• 77.7% of operational waste diverted

to recycling

• Recycled 257.1 tonnes of

post-consumer waste

FINANCIAL

CAPITAL

Welcome to The Warehouse Group’s

sixth Integrated Report. Our Integrated

Report is designed to report on how our

resources contribute through our retail

value creation model to deliver our vision to

make sustainable living easy and affordable

for everyone. These are demonstrated

through our six capitals – Our Networks, Our

Customers,

Our Relationships, Our People, Financial

Capital, and Our Environment – to support

the long-term sustainable value for all our

stakeholders, including:

• Our customers

• Our team members

• Our suppliers

• Our communities

• Our shareholders

INTEGRATED

REPORT

OUR INPUTS

➤ ➤ ➤ ➤

FY24 OUTCOMES

FY24 ECOSYSTEM STRATEGY

Our 2024 financial year was operating under the ecosystem strategy for most of the reporting period, representing our

retail value creation process during the year.

We moved away from the Group’s ecosystem strategy in April 2024. We have divested unprofitable businesses to

focus on trading our core brands, and reshaped our senior leadership team and support structure around a more fit for

purpose retail operating model.

The Group’s Board and Management have established internal quality control processes to ensure the quality and

integrity of this report. While we have not sought external audit or assurance for the non-financial information contained

throughout this Integrated Report, we have received external limited assurance on selected standards of the Group’s GRI

reporting including emissions, energy and waste disclosures in this Integrated Report and the accompanying Climate-

related Disclosures Report.

$

$

• Portfolio of brands

• Integrated sales offering

across our stores and

online

• High performing supply

chain network and

enterprise systems

• Provide world-class

customer experiences –

centred around five key

strategic customer themes

• Offer the best products at

the best price with the best

customer experience

• Build relationships

to deliver long-term

sustainable value to:

– Our communities

– Our suppliers

– Our shareholders

• Create a dynamic, purpose-

driven organised team

• Enable, equip and empower

our people

• Develop and support our

people to be the best they

can be – for themselves,

the Company and our

customers.

• Ensure financial resilience

• Deploy capital in a

disciplined manner to

execute strategy

• Provide long-term

sustainable returns for

shareholders

• Make sustainable living

easy and affordable for

everyone

• Increase sustainability of

our own operations

• Help our customers buy

sustainable products at

an affordable price with

minimum waste


MEMBERSHIP

Unlocking value and

increasing customer

insights through

first-party data

SHOPPING

We’re focused on making

our shopping experiences

easy and seamless –


in store and online


FULFILMENT

We get our goods

and services to

our customers,

when and where

they want


RETAIL MEDIA

Will turn our store

and digital traffic into

incremental revenue


SERVICES

Our services help

customers and

businesses in their

daily lives

PAYMENTS

With more ways to

make their budgets

work for them

DATAPEOPLEPLATFORMS

OUR CUSTOMER


The Warehouse Group Integrated Annual Report 20242223Integrated Report

RISK
AND MATERIALITY

The Warehouse Group Integrated Annual Report 20242425Risk and Materiality

Risk management

The Group risk management framework

has been designed to identify, assess,

control and monitor its key risks. The

identification and ongoing management

of these key risks assists the business in

achieving its objectives and goals.

The Group has defined its risk appetite

and recognises four main categories

of risk:

• Strategic Risk – the consequence

of an event occurring which will

damage the Group’s business

model, undermining its value

proposition which attracts

customers and generates revenue

• Financial Risk – referring to the

Group’s ability to manage its debt

and financial obligations and

includes credit, liquidity, market,

and capital project risk

• Operational Risk – summarising

the risks the Group undertakes

when it operates within the retail

environment which includes people,

legal and compliance, business

continuity, data and security

• Business Risk – risk to earnings

arising from developing consumer

trends, supply chain risk, pricing

volatility and product risk.

Risk management framework

Our risk management framework allows

the Group to identify and manage risk,

and provides it with a mechanism to

adapt and respond to the dynamic

environment retail operates within.

Responsibility for operational risk

management sits with our Leadership

Team, assisted by specialised risk

functions and other functional teams

within the Group who identify and

document significant risks identified

within their respective areas of expertise.

Identified risks are actively managed

through the implementation of

appropriate mitigation measures, which

are incorporated within the strategic,

financial, operational and business

processes in place throughout the

Group. Responses to risk may include

accepting, avoiding, reducing, sharing or

transferring risk, all with the objective of

managing those risks within the Group’s

risk appetite.

The Group, as part of its ongoing risk

governance programme, operates

a management Enterprise Risk

Management Committee, which

comprises senior leaders from across

the Group. The Committee meets

quarterly to ensure there is a balanced

view of risk and that critical risks are

understood, reviewed, appropriately

managed, and reported.

Rapid change and increased

technological innovation within the retail

sector provide challenges for the Group

to compete effectively. This greater

velocity poses new challenges to risk

and compliance functions as we strive to

provide complementary practices which

enable insight and value.

To combat this rapid rate of change,

the Group empowers its team members

at all levels to manage risk. All team

members are expected to follow group

policies, identify risks relevant to

their areas of work, and appropriately

manage those risks.

Key risks

The Group periodically reviews key

risks with its Leadership Team to

identify those risks which, if realised,

would materially impact the success

of the business. These risks have been

assigned sponsors and are carefully

managed through the implementation

of suitable control measures. These risks

are as follows:

RISKDESCRIPTIONCATEGORY

INHERENT

RISK RATING

RESIDUAL

RISK RATING

RISK

APPETITE

Purchasing

decisions

Failure of the business

to deliver a range of

products and services

which the market

needs and demands

BusinessVery highHighMedium

Cost of doing

business

Inflationary pressures

and/or inadequate

productivity

management cause

costs to rise and

depress the Group's

profitability

StrategicVery highHighLow

Cost of living

Customers face an

increasing cost of living

affecting their ability

to transact with the

Group

BusinessVery highMediumMedium

Sourcing/

retention of

key talent

Inability to source/

retain key team

members with

appropriate capabilities

to deliver initiatives

and strategy

OperationalHighMediumLow

Legacy IT

Legacy IT

infrastructure inhibits

the Group's ability to

transform at pace

OperationalHighMediumLow

Logistics and

supply chain

disruption

Global interruption of

supply chain affects

the Group's ability

to maintain stock

availability – affecting

sales

BusinessHighMediumLow

Pace of change

(execution)

Failure to execute

on key deliverables

impedes other

activities and may

mean loss of market-

leading position

OperationalHighMediumLow

Global

competition and

disruption

Acceleration of global

competition and

customer experiences

could reduce Group

market share, increase

customer acquisition

costs and/or decrease

profitability

StrategicHighMediumMedium

Funding and

liquidity risk

Failure to be able to

raise capital or meet

existing funding

obligations as and

when they fall due

FinancialVery HighHighLow

Health, safety

and wellbeing

Failure to adequately

protect our people and

customers from harm

which could result in

serious injury

OperationalHighLowVery low

We’re all about making life easier and
more affordable for Kiwis. And that

means looking after Aotearoa New

Zealand too.

We’re working hard to make a difference

in the way we buy, move and sell our

products that benefits our customers,

the communities we operate in and the

natural environment of Aotearoa New

Zealand.

Improving our products and

packaging

Our first and foremost priority is to

provide value through affordable

products that our customers want and

need. If we can provide affordable

products which are also sustainable – in

both product attributes and packaging –

that's a win win for everybody.

Our focus is on our private-label products,

where we directly control product

specifications, processes and packaging.

In FY24, over 40% of our private-label

sales in The Warehouse and The

Warehouse Stationery were from

products with one or more approved

sustainability features, up from 33%

in FY23. This represents over 37,000

individual product lines and $428 million

in sales. During the year we became

Rainforest Alliance certified for our own

label coffee and cocoa products and

became members of Textiles Exchange.

We are part of the largest cotton

sustainability programme in the world.

Around 88% of the cotton for our private-

label apparel and home textiles products

was sourced as Better Cotton in FY24.

That’s better for farmers and the planet,

and our customers love it too.

We remain committed to removing

unnecessary packaging as much as

possible. Where packaging is needed, we

are making it easier for it to be recycled at

home or in one of our stores. By the end

of FY24, 55% of the product packaging

associated with our private-label

range met our packaging sustainability

requirements, up from 43% in FY23. This is

a year ahead of our target. In January 2024,

we signed up to the Australasian Recycling

Label scheme to help customers make

the right decision on how to dispose of or

recycle packaging.

Emissions reporting

In measuring GHG emissions, we employ

an operational control and consolidation

approach.

SUSTAINABILITY

Our base year is FY20 in accordance

with our Sustainability Linked Loan (SLL)

agreement, which aligns our Scope 1 and 2

emissions reduction targets to 1.5°C Science

Based Targets initiative (SBTi) criteria.

In FY24, our absolute Scope 1 and 2 emissions

(market based) for our New Zealand sites

decreased 30.4% compared to FY23 and

29.8% compared to our 2020 market based

equivalent base year. Our reduction was

primarily due to a consolidation of our sites

and our partnership with Lodestone Energy.

Scope 1 emissions increased by 18.4% this

year and 3.6% compared to our 2020 base

year. Some of our refrigerants have a high

Global Warming Potential (GWP) relative to

the impact of the same quantity of carbon

dioxide and required servicing during this

financial year, contributing to this increase.

More detail about our climate-related

emissions and initiatives is available in

Appendix 2 in our inaugural Climate-related

Disclosures Report. This includes:

• All Standards, methodologies, assumptions,

calculation tools and exclusions;

• Source of emission factors and the GWP

rates used;

• Emissions data for all GHGs; and

• Exclusion of Biogenic emissions.

ENERGY CONSUMPTION WITHIN THE ORGANISATION

FY24 Energy intensity ratio



8,242 GJ/$m of revenue

a deteriation from 7,814 GJ/$m in FY23

FY24 consumption

(litres/kWh)

FY24 consumption

(GJ)

GJ increase/

(decrease) vs FY23

Diesel495,418 18,929,913 -2.7%

LPG

168,476 4,471,358 -1.2%

Petrol – Premium10,854384,017 -22.0%

Petrol – Regular 49,250 1,732,137 -2.8%

Scope 1 Fuel

Consumption

723,99825,517,425 -2.8%

Electricity

Consumption

82,539,630297,140-5.0%

Scope 2 Electricity

Consumption

82,539,630297,140-5.0%

Total Scope 1 and 2

Energy Consumption

83,263,62825,814,565-2.8%

1.

More detail about our GHG Inventory, including limitations,

methodology and exclusions is available in our 2024 inaugural

Climate-related Disclosure Report.

2.

The Warehouse Group has historically only presented

performance using location-based method for calculating

Scope 2 emissions. Now with our partnership with Lodestone

we have switched to dual reporting. The market-based method

is shown in accordance with the Greenhouse Gas Protocol

Scope 2 Guidance. FY23 and base year data has been provided

for comparative purposes.

3.

GHG emission intensity has been calculated using Scope 1,

Scope 2 (Market-based) & Scope 3 total measured emissions .

We have also included revenue for our discontinued operations

(Torpedo7) as their emissions are included in our inventory up

until 31 March 2024.

4.

Energy intensity ratio includes energy consumption within

the organisation only; it excludes any Scope 3 energy

consumption.We have calculated this to include revenue from

our discontinued operations (Torpedo7) as their emissions are

included in our inventory up until March 31 2024.

A cornerstone of our sustainability

strategy is reducing our carbon

footprint. From February 2024

we started sourcing some of our

electricity through our contractual

arrangement with Lodestone Energy

(Lodestone), which operates utility

scale solar farms.

Our partnership with Lodestone

supports the development of

'additional' renewable generation,

supporting New Zealand's goal to

achieve 100% renewable electricity

generation by 2030. Lodestone's

electricity provided to The Warehouse

Group is certified 100% renewable

through the NZ Energy Certificate

System maintained by Brave Trace.

By the end of FY24, a total of 63 of our

stores and sites had been transitioned.

Our goal is to have all stores and

sites in New Zealand switched over

to Lodestone by the start of 2026. To

understand the size of this partnership,

if all the solar panels assigned to us were

placed next to each other they would

cover just over 35 rugby fields.

We are already seeing the benefits of our

switch: 14% of our market-based Scope 2

emissions reduced to zero through solar

generation. This delivered an overall

929tCO2e reduction in market-based

emissions and significant cost savings to

our business in FY24. See our Climate-

related Disclosures Report for more

information about how we measure

and report our emission reductions

from our partnership with Lodestone.

CASE

STUDY

SWITCHING

TO SOLAR

GHG EMISSIONS (tCO2e)

This year

FY24

Last year

FY23

Base Year

FY20

% Change since

last year

% Change since

base year

Scope 1

2,773.9 2,342.42 2,678.318.4%3.6%

Scope 2 (Location-based)

6,011.3 5,314.7 10,161.813.1% -40.8%

Scope 2 (Market-based)1

5,548.1 9,622.19,174 .7 -42.3% -39. 5%

Sub-total: Scope 1 and 2 (Location-based)

8,785.2 7,657. 2 12,840.2 14.7% -31.6%

Sub-total: Scope 1 and 2 (Market-based)

8,322.0 11,964.511,853.0 -30.4% -29.8%

Scope 3

Category 3: Fuel and Energy Related Activites

446.2754.1Not reported-40.8%n/a

Category 4: Upstream transportation and distribution

15,212.915,844.616, 849.1-4.0%-9.7%

Category 5: Waste Generated in Operations

4 67. 3653.71 ,117. 7-28.5%-58.2%

Category 6: Business Travel

1,109. 31,814.41 , 707. 8-38.9%-35.0%

Category 9: Downstream transportation and distribution

864.71,966.44,651.1-56.0%-81.4%

Sub-total: Scope 3

18,100.421,033.324,325.7-13.9%-25.6%

Total: Scope 1, Scope 2 (Location-based) &

Scope 3 emissions

26,885.5 28,690.4 37,165.9 -6.3% -27.7%

Total: Scope 1, Scope 2 (Market-based) &

Scope 3 emissions

26,422.3 32 ,997. 8 36,178.7 -19.9% -27.0%

Emissions intensity ratio (tCO2e / $million of Revenue)²

8.6 8.41.7%

reduced to zero through

solar generation

OF OUR MARKET-

BASED SCOPE 2

EMISSIONS

14%

The Warehouse Group Integrated Annual Report 20242627Sustainability

SUSTAINABILITY FRAMEWORK
OUR

PRIORITIES

Product and

packaging

sustainability

leadership

Sustainable

living solutions

Circularity

solutions for

customers

Running a

sustainable

operation

OUR

FOCUS

AREAS

Increasing the number of

more sustainable products

and packaging and helping

our suppliers reduce their

GHG emissions

Enabling sustainable living

solutions that help our

customers live a healthy,

low-carbon lifestyle

Providing circularity

solutions that reduce the

amount of post-consumer

waste going to landfill

Increasing the sustainability

performance of our operations

and decreasing our operational

carbon emissions (Scope 1 and 2)

to zero by 2040

OUR

TARGETS

Increase the share of

private-label sales from

more sustainable products,

or products with circularity

solutions to 50% by 2025

and 100% by 2035


Increase the share of

private-label sales from

products with more

sustainable packaging to

50% by 2025 and 100%


by 2035


NOTE: We have taken

the decision in FY24 to

supersede our Scope 3

supplier emissions target

with a revised target which

we will set and publish

in FY25. Further detail is

available in our Climate-

related Disclosures Report

Install electric vehicle (EV)

charging stations at all

possible stores by 2030

Enable 2.5 million

customers to use our waste

recycling or circular reuse

solutions by 2030

Reduce Scope 1 and 2

emissions, aligned to a 1.50C

trajectory, by 42% by 2030

compared to our 2020 base

year and with the pathway to

zero emissions by 2040


Become a zero-waste status

organisation by 2025


NOTE: We have taken the

decision in FY24 to supersede

our domestic and international

freight emissions target with

a revised target which we

will set and publish in FY25.

Further detail is available in our

Climate-related Disclosures

Report

OUR

PROGRESS

40% of private-label

sales were derived from

products with one or more

sustainable material or

production features (FY23:

33%), accounting for $428m

in sales


55% of private-label sales

derived from products

with packaging that can

be recycled via New

Zealand’s kerbside recycling

infrastructure or via scaled

in-store solutions (FY23:

43%), accounting for $584m

in sales and exceeding our

2025 target

13 of the 28 The Warehouse

stores which offer free

EV charging have been

upgraded to 25kW DC

rapid chargers. This is the

same number as reported

last year

Soft-plastic recycling:

51 locations (The Warehouse

+ Store Support Office)

Recycled 111.1 tonnes of soft

plastic waste (up 26.1% from

FY23)

e-waste recycling:

34 locations (Noel Leeming

and Warehouse Stationery

stores).

Recycled 133.3 tonnes of

e-waste (up 45.6% from

FY23)

Ink and toner cartridge

recycling:

131 locations (Noel Leeming

and Warehouse Stationery

stores).

Recycled 12.7 tonnes (up

22.7% from FY23)

Diverted a total of 257.1

tonnes of post-consumer

waste from landfill disposal

in FY24 (up 29.2% from FY23)

Our market-based Scope 1 and

2 emissions for our NZ sites

decreased 30.4% compared

to FY23 and decreased 29.8%

compared to our 2020 market-

based equivalent base year.

This was due to a consolidation

of our sites and our partnership

with Lodestone Energy


Diverted 77.7% of operational

waste from landfill in FY24

(FY23: 72.9%)

Operational waste

Waste

generated

(tonne)

Waste diverted

from landfill

(tonne)

Waste directed

to landfill

(tonne)

General waste2,835.3-2,835.3

Paper, cardboard and plastic wrap9,036.99,036.9-

Mixed recycling, including

recovery and preparation for reuse

828.1 828.1 -

Hazardous waste<1 tonne -<1 tonne

Total operational waste

12,700.39,865.02,835.3

FY24 operational waste diverted

and directed to landfill

77.7%22.3%

Reducing waste in our business

and for our customers

With the help of our waste and recycling

partners we diverted 77.7% of our

operational waste from landfill in FY24,

up from 72.9% in FY23. Operational

waste comprises waste generated

from shipping and freight packaging,

and general waste generated across

our distribution centres, stores and

Store Support Office. It also includes

items collected as part of services to

customers (for example, removal of

unwanted appliances when new ones

E-WASTE RECYCLING

SOFT-PLASTIC

RECYCLING

51 The Warehouse stores and

Store Support Offices recycled 111.1

tonnes of soft-plastic waste (up

26.1% from FY23)

INK AND TONER

CARTRIDGE RECYCLING

All ink and toner brands

131 Noel Leeming and

Warehouse Stationery stores

collected 12.7 tonnes

(up 22.7% from FY23)

34 Noel Leeming

and Warehouse Stationery stores

recycled 133.3 tonnes of

e-waste (up 45.6% from FY23)

are installed). All operational waste is

generated on site. Our waste data is

consolidated from individual reports,

provided by our waste and recycling

service providers. Total non hazardous

waste for the Group was 12,700.3 tonnes.

We believe we have a big role to play in

helping our customers reuse or recycle

the items we sell. We continue to offer,

and look to expand, our solutions

for helping customers recycle items

that cannot be accepted in home

recycling – this includes soft plastics,

certain electricals (for example laptops,

monitors, tablets, cables), used ink and

toner cartridges, mobile phones and

Nespresso compatible coffee capsules.

In FY24, stores with soft plastics

increased to 51 (up from 44 in FY23) and

we supported The Packaging Forum and

their partners to launch the scheme in

Whanganui and Invercargill.

More customers are using our post-

consumer recycling initiatives, resulting

in the collection of 257.1 tonnes of

material in FY24 (up from 198.9 tonnes in

FY23), helping to divert what otherwise

would have gone to landfill.

Engaging with our suppliers

The Warehouse Group has had a

comprehensive Ethical Sourcing

Programme for more than 20 years,

focused on the private-label products

in The Warehouse and Warehouse

Stationery. This is not only better for

business and trade, but also gives our

customers confidence that our products

have been ethically sourced.

We have increased the engagement

with our suppliers even more this year to

better understand, and start to measure,

our Scope 3 (our suppliers' Scope 1 and

2) emissions.

Our Ethical Sourcing Programme

is underpinned by our Ethical

Sourcing Policy. This policy outlines

our requirements in 10 dimensions,

comprising: Management Systems;

Child Labour; Voluntary (Forced) Labour;

Health and Safety; Wages and Benefits;

Working Hours; Freedom of Association

and Collective Bargaining; Environment;

Subcontracting and Business

Integrity; and Greenhouse Gas (GHG)

management.

In FY24, The Warehouse Group’s

private-label products were sourced

from around 730 factories primarily

located in China, New Zealand, Australia,

Bangladesh, India, Vietnam, USA,

Thailand, Malaysia, Indonesia and the

United Kingdom involving more than

200,000 workers. Our private-label

factories must undergo ethical, labour,

and environmental assessments before

entering our supply chain.

In FY24, 158 new factories (88% of

applicants) qualified to enter our supply

chain via the recognition of existing

third-party credentials, validated self-

assessments or independent third-party

labour and environmental audits. In

addition to important labour rights, these

assessments include a review of our

suppliers’ actions to monitor wastewater

discharge, control air pollutants, dispose

of solid waste, enable recycling, and deal

with any hazardous waste.

In FY24, we conducted 232 labour and

environmental third-party onsite audits

and maintained internal continuous

improvement oversight, working with

120 factories on average each quarter, to

assist them in achieving compliance with

our standards and local regulations.

Out of our 730 active private-label

factories, we found that 21 factories

(2.9%) we assessed had actual or

potential negative social impacts which

they failed to address, resulting in us

ceasing trading with them. Decisions to

The Warehouse Group Integrated Annual Report 20242829Sustainability

terminate relationships with suppliers
are not taken lightly. The 21 factories

we ceased trading with consistently

failed to participate transparently

during assessments or did not meet

the baseline criteria set by our Ethical

Sourcing Policy.

The primary issue we identified during

on-site assessments was a lack of

transparency. This was evident in

14% of those audited this year. Another

common actual or potential negative

social impact we observed was

maintaining legal limits on working hours

and compensation.

These findings emphasised the need

for ongoing monitoring and remedial

action, which we always require. Our

commitment remains firm: to ensure

that every partner in our supply chain

operates with the highest ethical and

social standards.

In FY24, we moved to the Responsible

Sourcing Assessment ERSA for supplier

workplace standards. Our suppliers

were rated from A (minimal issues across

assessment pillars) to D (many issues

across assessment pillars).

Overall rating distributions across all

assessments were: A 1%, B 49%, C 29%,

D 21%.

The percentage of non-compliance

scores across each assessment pillar was

Business Ethics 2.6%, Environment 2.2%,

Health and Safety: 39.5%, Labour: 54.3%,

Management Systems: 1.3%.

Training remains a critical part of our

engagement with suppliers. To help

our factories achieve The Warehouse

Group’s ethical sourcing expectations

and develop new capabilities such as

carbon management, or the use of more

sustainable materials and packaging,

suppliers participated in 233

on-site or virtual training sessions and

completed 2,247 e-learning lessons on

various labour, environment and GHG

management topics.

Our supplier scorecard guides our

sourcing decisions and supplier

selection, and looks at labour and

environmental audit outcomes,

alongside commercial performance

measures. There were no known cases

of forced, compulsory or child labour in

FY24.

Looking ahead

We're always looking for ways to do

better. Our 2024 Sustainable Living Plan

is a good start, but we know there's more

to do. That's why we're continuing to

use the Tomorrow Test to check if what

we're doing is actually going to make a

difference.

We're giving our team the tools and

knowledge they need to make good

choices so we can pass those on to our

customers. It's all about making sure

we're on the right track to create a better

future for everyone.

Since launching our Sustainable Living

Plan two years ago, we’ve achieved

and learned much. We know change is

possible, and we’re optimistic that this

can deliver better outcomes for our

customers, communities, business and

the planet. It’s important we reflect and

remain responsive to the ever-evolving

environmental and social landscape. We

are currently reviewing our sustainability

plans and goals to ensure they remain

aligned with our Group’s business model

and strategy, and expectations of our

stakeholders.

For full details of our emissions

and emissions inventory, as well as

governance, strategy, risk management

and metrics and targets in relation

to emissions and climate reporting,

please refer to our Climate-related

Disclosures Report, which can be

found on our website: https://www.

thewarehousegroup.co.nz/investor-

centre/company-reports.

with packaging that can be

recycled via New Zealand's

kerbside recycling infrastructure

or via scaled in-store solutions

55%

PRIVATE-LABEL SALES

(up from 43% in FY23)

THE WAREHOUSE STORES

WHICH OFFER FREE EV CHARGING

13

OF POST-CONSUMER

WAST E

from landfill disposal

in FY24

2 57.1 tonnes

Diverted

730

NUMBER OF FACTORIES

PRIVATE-LABEL PRODUCTS

WERE SOURCED FROM

DIVERTED

OPERATIONAL WASTE

in FY24

7 7.7%

upgraded to 25kW DC rapid chargers

The Warehouse Group Integrated Annual Report 20243031Sustainability

Ensure everyone gets
home healthy and safe

every day

Team members' health, safety and

wellbeing remains a top priority for

us. We continue to focus on our four

pillars of wellbeing: physical, mental,

financial, and ways of working.

As an ACC-accredited Employer,

Safety Assurance Reviews play an

integral role in managing our hazards

and risks and ensuring best-practice

and legal requirements are applied

across all our sites. This year, we

conducted 104 safety assurance

reviews.

In FY24, there were four recorded

critical risk events related to traffic

management and product storage.

This is down 50.0% from FY23 when

we had eight critical risk events.

Our key performance safety metric

is Total Recorded Injuries and in

FY24 we recorded 298. While still

higher than we would like, this is

a significant decrease of 36.6%

compared to 470 recorded in FY23.

The Total Recorded Injury Frequency

Rate (TRIFR) reduced in FY24 also,

at 23.0 per million hours worked,

compared to 32.8 per million hours

worked in FY23.

Our Lost Time Injuries reduced by

9.6% from 197 in FY23 to 178 in FY24,

while our Lost Time Injury Frequency

Rate (LTIFR) was 13.7, the same as

in FY23 due to a reduction in total

hours worked.

There have been zero workplace

fatalities for the seventh year in

a row.

Crime continues to be challenging

for the retail industry across

New Zealand and sadly in FY24

we recorded 279 events related

to Violent Aggressive Behaviour

towards our store teams, an

increase from 224 in FY23. We

have continued to invest in safety

measures and support services

for our teams - such as training on

situational incident management,

body cams and vests, and reviewing

our top 20 high-incident sites.

We have provided a range of

activities to support the mental

and financial wellbeing of our

team members including: Health

Awareness Week, team step

challenges, flu vaccinations, fatigue

management, and healthy eating

initiatives. We also provide access

to financial advisors, as well as our

employee assistance programme,

TELUS Health, which provides

confidential support and counselling.

Unlock productivity and

performance through

leadership capability

We aim to create a caring, dynamic,

customer-driven organisation by

empowering our people through

leadership capability and learning

and development opportunities.

We have two leadership programmes,

Evolve and Emerge, which focus on

developing personal leadership skills,

while also supporting team members

in delivering for customers.

Our Emerge leadership programme

is for team members who are working

towards a store manager role and our

Evolve leadership programme is for

those working towards becoming a

high-performing store manager.

In FY24, a total of 16 team members

completed our Emerge programme,

with more than six team members

moving from Assistant Managers to

Store Managers so far and 15 team

members completing the Evolve

programme with three participants

promoted to date.

This year we implemented the Dare

to Lead leadership programme too,

developed by Brené Brown, with

nearly 200 leaders participating

to cultivate braver, more-daring

GROWING AND DEVELOPING

OUR PEOPLE

per million hours

worked

(FY23: 32.8)

TRIFR

23.0

Critical risk

events

4

(FY23: 8)

100%

gender pay equity

(FY23: 101%)

eNPS

19.6pts

Lost Time Injuries

178

(FY23: 197)

Diversity, Equality and Inclusion

pillars: Te Ao Māori, Belonging,

Gender Equality, and Future of Work.

In a first for the Group, we appointed

our first Māori Development Lead,

marking a significant step in our

journey to embrace and integrate

te ao Māori into our core operations.

As an organisation and team, we’ve

taken important steps to understand

and participate in te ao Māori, such

as including te reo Māori on our

products, to teams learning, using

and encouraging te reo Māori and

tikanga at work. We focused on

increasing understanding of te ao

Māori by rolling out internal Word

of the Week videos, and celebrating

Matariki/Puanga, and Te Wiki o te

Reo Māori/Māori Language Week.

In other diversity, equality and

inclusion activities, we celebrated

International Women’s Day and

recognised Neurodiversity Week

by launching neurodiversity

workshops and creating a dedicated

neurodiversity hub on our internal

knowledge library. We celebrated

Pride Awareness and maintained our

Rainbow Tick status for another year.

We continued to support new

mums and dads with our 26-week

paid parental leave, with 147 team

members making use of this policy

in FY24.

leadership and develop high-

performing teams.

The Personal Effectiveness

programme continued, with 36

team members participating. This

initiative equips participants with

essential skills and strategies like

time management, prioritisation, and

effective communication.

We recognise the critical importance

of adhering to a strong Code of

Ethics in maintaining the integrity

and trustworthiness of our

organisation. Our Code of Ethics

training is essential to ensure team

members understand and uphold

our ethical standards, fostering a

culture of honesty, accountability

and respect.

Overall, we spent more than 48,200

hours training our team members

in FY24, which equates to 5.0 hours

training per person and includes our

Code of Ethics training.

Celebrating our diversity

At The Warehouse Group, we strive

to create a workplace where our

people feel they can bring their

whole selves to work. We believe

a diverse team and an inclusive

workplace leads to more innovation,

better decision-making, greater

opportunities for our people and

better performance outcomes for the

business.

In FY24, our focus was on our four

H E TA N GATA , H E TA N GATA , H E TA N GATA

Gihan Fernando is one of our team members who completed the Emerge programme

in FY24, moving from a trading manager at The Warehouse Takanini to the store

manager of The Warehouse St Lukes.

Gihan started with The Warehouse as a Christmas casual in 2014 and has worked at

four different stores across our Auckland network. He was excited by the chance to

be part of the Emerge programme to reach his goal of becoming a store manager,

while also developing new skills and abilities to support his team and our customers.

“I wanted to get out of my comfort zone and develop my growth mindset during the

Emerge programme,” says Gihan.

“I wanted to learn how best to empower and engage my team and learn from leaders

around the business to help me find capabilities and strengths I wasn’t using. I learnt

so many important things during the Emerge programme, so being able to bring that

back to my team in my new leadership role is very rewarding for me.”

Gihan Fernando (middle) store manager of

The Warehouse St Lukes.

CASE

STUDY

(FY23: 26.9%)

employee turnover

23.7%

37. 5%

of senior leaders

are female

(FY23: 50.0%)

46.9%

of Board members

are female Directors

(FY23: 50.0%)

The Warehouse Group Integrated Annual Report 20243233Our People

The Warehouse Group worked closely
with our national charity partner,

Kindness Collective, on their annual

PJ Project, which aimed to provide

20,000 warm PJs to Kiwi kids across

New Zealand. Kiwis were able to drop

off pyjamas at any The Warehouse store

nationwide, and were able to donate

money to this worthy cause at The

Warehouse, Warehouse Stationery or

Noel Leeming.

Helping Kiwi kids keep warm during

winter resonated with our team

members, so we held an inaugural

SUPPORTING KIWI KIDS IN OUR

COMMUNITIES OVER WINTER

Raised

For our charity partners and

community groups around

New Zealand including

through customer donations

instore and Market Club.

$

2.6m

CASE

STUDY

Warm Fuzzies Day on 24 May, where our

team members across our store network

dressed in their PJs, dressing gowns

and slippers to help raise awareness.

Thanks to the incredible generosity of

our customers and hard work of our

store teams across our brands, $137,200

was raised to help Kindness Collective

provide PJs, blankets and winter

essentials to Kiwi kids, ensuring they

would be cosy and healthy throughout

winter. Over 4,200 pairs of PJs and 185

blankets were donated through

The Warehouse drop-off points.

CASE

STUDY

GOOD ONE BRINGS

AFFORDABLE

HEALTH & BEAUTY

TO RED SHELVES

In FY24, The Warehouse launched its

first private-label health and body

brand, Good One, a new cruelty-free

body and hair care range, locally

made with natural ingredients like

kawakawa and mānuka honey.

Exclusive to The Warehouse, the

Good One range delivers value that’s

not only kind to skin but also to

wallets. All Good One products cost

between $6 and $8, ensuring Kiwi

families can purchase New Zealand-

made products at affordable prices.

Feeling good is also about doing

good, so Good One also gives back

through an ongoing partnership with

Women's Refuge, providing products

to women and children in its

care. With Women's Refuge locations

from Kaitaia to Invercargill, those in

need often leave their homes with

only the clothes on their back; so

when Kiwis purchase Good One, they

are helping us provide essentials

like shampoo, body wash and more

to over 2,000 families seeking

assistance from Women’s Refuge

every year.

All Good One product is crafted

locally in New Zealand, and made

without harmful chemicals like

parabens, SLS or SLE, triclosan,

formaldehyde, synthetic fragrances,

or mineral oils. Good One is also

approved under the Cruelty Free

International's Leaping Bunny

Programme – the global gold

standard for cruelty-free products.

Good One helps provide

essentials like shampoo,

body wash and more to

over 2,000 families seeking

assistance from Women’s

Refuge every year.

2,000

>

The Warehouse Group Integrated Annual Report 20243435Case Studies

Pick-By-Store is a new picking
method we use in our distribution

centres to help teams work smarter

while improving our processes.

With Pick-By-Store, we streamline

our distribution centre operations,

enhance the picking process, optimise

storage, decrease transport costs, use

smart allocation for more space for

fast-selling products, increase picking

productivity, and minimise product

touchpoints to reduce potential

damages.

Our distribution centres can now

deliver better-franchised pallets from

the Grocery, General Merchandise,

Stationery, Apparel, and Shoes

categories. With this new system, 80%

of the pallets arrive organised by these

franchises. For example, all homeware,

stationery, or shoes are together,

making it simpler to manage inventory

when items arrive in store.

Pick-By-Store is supported by a smart

picking system, which is seamlessly

integrated with our Warehouse

Management System enabling our

pickers to work more efficiently,

accurately and effectively. The

Warehouse Management System maps

the route for the picker, making picking

faster and more efficient. Once items

are picked, they are packed directly

onto a pallet designated for a specific

store, ready to be shipped without

unnecessary sorting.

This innovation has now been

successfully implemented in our North

and South Island distribution centres.

CASE

STUDY

IMPROVING PROCESSES IN OUR

STORES AND DISTRIBUTION CENTRES

The Warehouse Group Integrated Annual Report 20243637

MARKET MEDIA
MAKING MOVES

Our Market Media offering allows

suppliers and partners to directly engage

with New Zealand’s largest integrated

retail audience across our online stores

and millions of weekly customer visits to

The Warehouse, Warehouse Stationery

and Noel Leeming.

Market Media uses its channels and

capabilities to develop smart marketing

activities and at-shelf effectiveness.

During FY24, Market Media grew

its top-line revenue year on year

and rolled out a Direct Out of Home

network comprising 3,300 advertising-

CASE

STUDY

advertising-enabled panels

across The Warehouse


and Noel Leeming.


3,300

enabled panels across The Warehouse

and Noel Leeming, which is proving to

be a very popular channel.

We have launched retail media

partnerships with brands like Contact

Energy, Flu NZ, ANZ and Disney+ while

deepening relationships with key

suppliers including Samsung, Griffin's,

Microsoft, Henkel and Mattel. We have

also expanded our product offering to

include in-store point-of-sale and off-

site partnerships.

Just one example of Market Media’s

partnership success from FY24 is with

Vogel’s, integrating product stickers on

The Warehouse’s Living & Co toaster

range to help customers understand

which toaster setting is right for their

preferences. Alongside the product

stickers, Vogel’s utilised point-of-sale

and in-store screens at The Warehouse

to drive the message to full effect, with

the initial increase in Vogel’s sales up

100% year on year.

The Warehouse Group Integrated Annual Report 20243839Case Study

The Warehouse Group has reported in accordance with
the GRI Standards for the period 31 July 2023 to 28 July

2024. We have applied the 2021 GRI reporting principles,

including Accuracy, Balance, Clarity, Comparability,

Completeness, Sustainability Context, Timeliness and

Verifiability when determining what material topics and

disclosures to include in this report.

In 2021 we undertook an in-depth internal and external

stakeholder mapping exercise, assessment, and interview

process. In 2024 we completed an internal materiality

assessment, undertaken by the Executive Leadership Team

and their direct reports, to inform the reporting under GRI

and this Integrated Report. This process reaffirmed the

materiality and importance of our material topics, both in

terms of our stakeholders’ point of view, and from a value at

stake on the operational and financial impact of the Group.

GLOBAL REPORTING INITIATIVES (GRI)

VALUE AT STAKE

MATERIAL TOPICS

This review concluded that there have been no significant

changes in the material topics this year – those which

have the highest importance to stakeholders, the highest

value at stake and therefore the highest impact on the

environment, economy and our people.

This process has informed and developed our list of

material topics in accordance with the requirements under

2021 GRI Standard 3: Material Topics – determining the

impacts of these issues on the business and how the Group

manages these issues.

The Warehouse Group is active in the New Zealand retail

sector. A GRI sector-specific standard is not yet available

for the retail sector. Refer to pages 92-97 for the GRI

Content Index.

GRI REPORT

MATERIAL TOPICS – ASSESSMENT AND REPORTING

Material TopicImpact / CommitmentHow we measure

performance

GRI Reporting StandardSection in this

Annual Report

1. Sustainable products

and packaging

Increase the share of private-label sales

from products and packaging which

are more sustainable, or which have a

circularity solution, to 50% by 2025 and

100% by 2035

• Percentage of private-label sales

derived from products with one or more

sustainability features

• Percentage of private-label sales were

derived from products with packaging

which can be recycled via New Zealand’s

kerbside recycling infrastructure, or

circularity solutions

N/ASustainability

Enable 2.5 million customers to use our

waste recycling or circular reuse solutions

by 2030

• Number of tonnes of post-consumer

waste recycled

N/ASustainability

2. Supply chain management

To build a reliable and sustainable supply

chain network

• Store availability

• Number of new and existing suppliers

screened using environmental audits

N/A

GRI 414-2

Engaging with suppliers

3. GHG emissions

Reduce Scope 1 and 2 emissions by 42%

by 2030, and zero emissions by 2040

• Scope 1 and 2 reduction in emissions

year on year and compared to 2020

base year

GRI 305-1

GRI 305-2

GRI 305-3

GRI 305-4

GRI 305-5

Sustainability

4. Waste reduction

Become a zero-waste status organisation

by 2025

• Percentage of waste diverted from

landfill year on year.

GRI 306-1

GRI 306-2

GRI 306-3

GRI 306-4

GRI 306-5

Sustainability

5. Responsible and ethical

sourcing

To build a reliable and sustainable supply

chain network

• Percentage of private-label sales

derived from products with one or more

sustainability features

• Number of new and existing suppliers

screened using environmental audits

• Supplier audit and results

GRI 407-1

GRI 408-1

GRI 409-1

GRI 414-1

GRI 414-2

Sustainability

Work with suppliers, associations and

initiatives for sustainable sourcing and

materials e.g. BCI, FSC

Membership of sustainable material

initiatives

GRI 2.28 (2021) Sustainability

Corporate Governance -

Statutory Disclosures

6. Employee health, safety

and wellbeing

Build a strong and effective high-

performance and agile culture that gets

everyone home healthy and safe at the

end of their day

Critical risk management and safety

assurance reviews, including:

• Number of violent and aggressive

behaviour incidents

• Number of critical risk events related to

traffic management

• Total Recordable Injury Frequency Rate

(TRIFR)

• Lost Time Injury Frequency Rate (LTIFR)

GRI 403-9Growing and developing

our people

7. Employee engagements,

diversity and inclusion

Be the best place to work by creating an

environment of belonging and connection

• eNPS

• Promotion of worker health

N/A

GRI 403-6

Growing and developing

our people

Provide learning pathways and

career development

• Average training hours per year per

employee

• Programmes for upgrading employee

skills and transition assistance

programmes

GRI 404-1

GRI 404-2

Growing and developing

our people

Celebrate diversity and provide equal

opportunities for everyone

• Percentage of senior leaders who are

female

• Gender pay equity

• Rainbow Tick accreditation

• Diversity, inclusion and wellbeing

initiatives and objectives

GRI 405-1

GRI 405-2

Growing and developing

our people

Diversity and Inclusion Report

8. Business ethics and

human rights

Be committed to fostering the highest

standards of ethical behaviour and good

conduct

• Adherence to NZX Corporate

Governance Code, Principle 1

• Compliance with Code of Ethics,

Financial Products Trading Policy, and

Market Disclosure Policy

• Supplier and factory labour and

environmental audits

GRI 2.23 – 2.27

GRI 205-2

GRI 205-3

GRI 206-1

GRI 407-1

GRI 408-1

GRI 409-1

Corporate Governance

5.0

4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5


– 0.51.01.52.02.53.03.54.04.55.0

IMPORTANCE TO STAKEHOLDERS

Sustainable products and packagingSupply chain management

GHG emissionsWaste reduction

Responsible and ethical sourcingEmployee health, safety and wellbeing

Employee engagement, diversity and inclusionBusiness ethics and human rights

The Warehouse Group Integrated Annual Report 20244041GRI Report

The Warehouse Group Integrated Annual Report 20244243Financial Statements
FINANCIAL

STATEMENTS

2024 THE WAREHOUSE GROUP

The financial statements have been presented in a style which makes them less complex and more relevant to shareholders. The note disclosures have been grouped into six

sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial risk management’ and ‘other disclosures’.

Each section sets out the significant accounting policies in grey text boxes applied in producing the relevant notes, along with details of any key judgements and estimates used.

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

These financial statements have been approved for issue by the Board of Directors on 25 September 2024.

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand.

The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.

FINANCIAL STATEMENTS Page

Consolidated income statement 44

Consolidated statement of comprehensive income 44

Consolidated balance sheet 45

Consolidated statement of cash flows 46

Consolidated statement of changes in equity 47

BASIS OF PREPARATION

1.1 Reporting entity 48

1.2 Compliance statement 48

1.3 Basis of preparation 48

1.4 Changes in accounting policy information and interpretations 48

1.5 Reporting period 48

1.6 Material accounting judgements, estimates and assumptions 48

1.7 Non-GAAP financial information 48

FINANCIAL PERFORMANCE

2.0 Segment information 49

2.1 Operating performance 49

2.2 Adjustment for NZ IFRS 16 (Leases) 49

3.0 Income and expenses 50

3.1 Other income 50

3.2 Employee expense 50

3.3 Depreciation and amortisation expense 50

3.4 Other operating expenses 50

3.5 Auditors' fees 50

3.6 Net interest expense 50

4.0 Taxation 51

4.1 Taxation – income statement 51

4.2 Taxation – balance sheet current taxation asset 51

4.3 Taxation – balance sheet deferred taxation asset 51

4.4 Taxation – balance sheet gross deferred taxation asset 52

4.5 Taxation – balance sheet gross deferred taxation liabilities 52

5.0 Adjusted net profit 52

6.0 Earnings per share 53

7.0 Dividends 53

7.1 Dividends paid 53

7.2 Dividends policy reconciliation 53

7.3 Imputation credit account 53

OPERATING ASSETS AND LIABILITIES Page

8.0 Working capital 54

8.1 Inventory 54

8.2 Trade and other receivables 54

8.3 Trade and other payables 54

8.4 Provisions 55

9.0 Non current assets 55

9.1 Property, plant and equipment 55

9.2 Intangible assets 56

10.0 Lease liabilities and right of use assets 57

10.1 Right of use assets 57

10.2 Lease liabilities 57

10.3 Lease liability maturity analysis 57

FINANCING AND CAPITAL STRUCTURE

11.0 Equity 58

11.1 Capital management 58

11.2 Bank and debt facilities 58

11.3 Contributed equity 58

11.4 Reserves 59

11.5 Minority interest 59

FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors 60

12.2 Derivative financial instruments 60

12.3 Liquidity risk 61

12.4 Credit risk 61

12.5 Market risk 61


OTHER DISCLOSURES

13.0 Key management 62

14.0 Commitments 62

15.0 Contingent liabilities 62

16.0 Related parties 62

17.0 Discontinued operations 63

17.1 Torpedo7 results and cash flows 63

17.2 Loss on the asset disposal 63

Financial Statements

For the 52 week period ended 28 July 2024

CONTENTS

Dame Joan Withers

Board Chair

25 September 2024

Dean Hamilton

Audit and Risk Committee Chair

25 September 2024

The Warehouse Group Integrated Annual Report 20244445Financial Statements
Note2023 2022

$ 000$ 000

Retail sales

2.1 3,399,112 3,294,332

Cost of retail goods sold

8.1 (2,262,388)(2,129,950)

Gross profit

1,136,724 1,164,382

Other income

3.1 8,585 7,683

Employee expense

3.2 (574,352)(575,361)

Depreciation and amortisation expense

3.3 (162,696)(146,122)

Other operating expenses

3.4 (306,211)(291,812)

Operating profit

2.1 102,050 158,770

Unusual items

5.0 (13,935)


Earnings before interest and tax

88,115 158,770

Net interest expense

3.6 (44,521)(36,831)

Profit before tax

43,594 121,939

Income tax expense

4.1 (13,657)(34,851)

Net profit for the period

29,937 87,088

Attributable to:

Shareholders of the parent

29,810 89,311

Minority interests

11.5 127 (2,223)

29,937 87,088

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0 8.6 cents 25.9 cents

Diluted earnings per share

6.0 8.6 cents 25.9 cents

Consolidated Statement of Comprehensive Income

For the 52 week period ended 28 July 2024

Note2023 2022

$ 000$ 000

ASSETS

Current assets

Cash and cash equivalents

11.2 28,330 24,999

Trade and other receivables

8.2 76,274 87,853

Inventories

8.1 493,308 562,313

Derivative financial instruments

12.2 5,208 29,491

Current taxation

4.2 5,038 1,505

Total current assets

608,158 706,161

Non current assets

Trade and other receivables

8.2 20,747 11,664

Property, plant and equipment

9.1 222,289 224,355

Intangible assets

9.2 168,239 151,825

Right of use assets

10.1 661,025 673,278

Investment in associate


3,839

Deferred taxation

4.3 88,476 89,227

Total non current assets

1,160,776 1,154,188

Total assets

1,768,934 1,860,349

LIABILITIES

Current liabilities

Borrowings

11.2 76,400 66,150

Trade and other payables

8.3 407,339 480,596

Derivative financial instruments

12.2 7,320 668

Lease liabilities

10.3 98,996 95,849

Provisions

8.4 49,292 49,831

Total current liabilities

639,347 693,094

Non current liabilities

Lease liabilities

10.3 704,162 724,991

Provisions

8.4 22,405 21,165

Total non current liabilities

726,567 746,156

Total liabilities

1,365,914 1,439,250

Net assets

403,020 421,099

EQUITY

Contributed equity

11.3 360,235 360,235

Reserves

11.4 10 12,739

Retained earnings

41,825 48,940

Total equity attributable to shareholders

402,070 421,914

Minority interest

11.5 950 (815)

Total equity

403,020 421,099

Consolidated Balance Sheet

As at 28 July 2024


Consolidated Balance Sheet

As at 28 July 2024

Note

2024 2023

$ 000 $ 000

ASSETS

Current assets

Cash and cash equivalents

11.2

32,204 28,330

Trade and other receivables

8.2

72,901 76,274

Inventory

8.1

472,128 493,308

Derivative financial instruments

12.2

10,786 5,208

Current taxation

4.2

2,779 5,038

Total current assets590,798 608,158

Non current assets

Trade and other receivables

8.2

26,321 20,747

Property, plant and equipment

9.1

187,208 222,289

Intangible assets

9.2

159,112 168,239

Right of use assets

10.1

601,610 661,025

Deferred taxation

4.3

89,824 88,476

Total non current assets1,064,075 1,160,776

Total assets1,654,873 1,768,934

LIABILITIES

Current liabilities

Borrowings

11.2

82,900 76,400

Trade and other payables

8.3

461,453 407,339

Derivative financial instruments

12.2

78 7,320

Lease liabilities

10.2

100,098 98,996

Provisions

8.4

42,553 49,292

Total current liabilities687,082 639,347

Non current liabilities

Lease liabilities

10.2

636,714 704,162

Provisions

8.4

20,342 22,405

Total non current liabilities657,056 726,567

Total liabilities1,344,138 1,365,914

Net assets310,735 403,020

EQUITY

Contributed equity

11.3

360,235 360,235

Reserves

11.4

6,581 10

Retained earnings(57,265)41,825

Total equity attributable to shareholders309,551 402,070

Minority interest

11.5

1,184 950

Total equity310,735 403,020

3

Consolidated Income Statement

For the 52 week period ended 28 July 2024

Note20232022

$ 000$ 000

Net profit for the period

29,937 87,088

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

(206)294

Movement in derivative cash flow hedges

(18,510)8,873

Tax relating to movement in hedge reserve

5,183 (2,484)

Other comprehensive income

(13,533)6,683

Total comprehensive income

16,404 93,771

Attributable to:

Shareholders of the parent

16,277 95,994

Minority interest

11.5 127 (2,223)

Total comprehensive income

16,404 93,771


Consolidated Income Statement

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Continuing operations

Retail sales

2.1

3,037,597 3,236,912

Cost of retail goods sold

8.1

(2,016,731)(2,148,681)

Gross profit1,020,866 1,088,231

Other income

3.1

7,943 8,328

Employee expense

3.2

(512,146)(535,770)

Depreciation and amortisation expense

3.3

(158,558)(151,891)

Other operating expense

3.4

(290,284)(286,615)

Operating profit from continuing operations

2.1

67,821 122,283

Unusual items

5.0

(8,883)(13,561)

Earnings before interest and tax from continuing operations58,938 108,722

Interest on leases

3.6

(36,527)(34,374)

Other net interest(1,850)(2,818)

Profit before tax from continuing operations20,561 71,530

Income tax expense

4.1

(14,021)(21,468)

Net profit for the period from continuing operations6,540 50,062

Discontinued operations

Loss from discontinued operations (net of tax)

17.1

(60,304)(20,125)

Net profit/(loss) for the period(53,764)29,937

Attributable to:

Shareholders of the parent

(54,181)29,810

Minority interest

11.5

417 127

(53,764)29,937

Profit/(loss) attributable to shareholders of the parent relates to:

Profit from continuing operations

6,123 49,935

Loss from discontinued operations(60,304)(20,125)

(54,181)29,810

Basic and diluted earnings per share attributable to shareholders of the parent:

Earnings per share

6.0

(15.7) cents8.6 cents

Earnings per share from continuing operations

6.0

1.8 cents 14.5 cents

Earnings per share from discontinued operations

6.0

(17.5) cents(5.8) cents

Consolidated Statement of Comprehensive Income

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Net profit/(loss) for the period(53,764)29,937

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

247 (206)

Movement in derivative cash flow hedges9,900 (18,510)

Tax relating to movement in hedge reserve(2,772)5,183

Other comprehensive income/(loss)7,375 (13,533)

Total comprehensive income/(loss)(46,389)16,404

Attributable to:

Shareholders of the parent

(46,806)16,277

Minority interest

11.5

417 127

Total comprehensive income/(loss)(46,389)16,404

Comparative amounts for the 2023 financial year were restated to classify discontinued operations as a single amount (refer note 17).

2


Consolidated Income Statement

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Continuing operations

Retail sales

2.1

3,037,597 3,236,912

Cost of retail goods sold

8.1

(2,016,731)(2,148,681)

Gross profit1,020,866 1,088,231

Other income

3.1

7,943 8,328

Employee expense

3.2

(512,146)(535,770)

Depreciation and amortisation expense

3.3

(158,558)(151,891)

Other operating expense

3.4

(290,284)(286,615)

Operating profit from continuing operations

2.1

67,821 122,283

Unusual items

5.0

(8,883)(13,561)

Earnings before interest and tax from continuing operations58,938 108,722

Interest on leases

3.6

(36,527)(34,374)

Other net interest(1,850)(2,818)

Profit before tax from continuing operations20,561 71,530

Income tax expense

4.1

(14,021)(21,468)

Net profit for the period from continuing operations6,540 50,062

Discontinued operations

Loss from discontinued operations (net of tax)

17.1

(60,304)(20,125)

Net profit/(loss) for the period(53,764)29,937

Attributable to:

Shareholders of the parent

(54,181)29,810

Minority interest

11.5

417 127

(53,764)29,937

Profit/(loss) attributable to shareholders of the parent relates to:

Profit from continuing operations

6,123 49,935

Loss from discontinued operations(60,304)(20,125)

(54,181)29,810

Basic and diluted earnings per share attributable to shareholders of the parent:

Earnings per share

6.0

(15.7) cents8.6 cents

Earnings per share from continuing operations

6.0

1.8 cents 14.5 cents

Earnings per share from discontinued operations

6.0

(17.5) cents(5.8) cents

Consolidated Statement of Comprehensive Income

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Net profit/(loss) for the period(53,764)29,937

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

247 (206)

Movement in derivative cash flow hedges9,900 (18,510)

Tax relating to movement in hedge reserve(2,772)5,183

Other comprehensive income/(loss)7,375 (13,533)

Total comprehensive income/(loss)(46,389)16,404

Attributable to:

Shareholders of the parent

(46,806)16,277

Minority interest

11.5

417 127

Total comprehensive income/(loss)(46,389)16,404

Comparative amounts for the 2023 financial year were restated to classify discontinued operations as a single amount (refer note 17).

2

The Warehouse Group Integrated Annual Report 20244647Financial Statements
Note2023 2022

$ 000 $ 000

Net profit

29,937 87,088

Non cash items

Depreciation and amortisation expense

3.3 162,696 146,122

Right of use asset impairment

10.1 226


Share based payment expense

3.2 804


COVID-19 landlord rent relief

10.2


(1,775)

Movement in deferred tax

4.3 5,934 4,239

Total non cash items

169,660 148,586

Items classified as investing or financing activities

Loss on disposal of property, plant and equipment

2,634 1,128

Loss from investment in associate

3,839 661

Gain on lease terminations

2.2 (977)(2,681)

Supplementary dividend tax credit

4.2 223 481

Total investing and financing adjustments

5,719 (411)

Changes in assets and liabilities

Trade and other receivables

2,496 (15,564)

Inventories

69,005 (105,162)

Trade and other payables

(59,802)30,159

Provisions

701 (26,890)

Income tax

(3,533)(12,383)

Total changes in assets and liabilities

8,867 (129,840)

Net cash flows from operating activities

214,183105,423

Note2023 2022

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,409,163 3,304,417

Payments to suppliers and employees

(3,139,848)(3,119,707)

Income tax paid4.2

(11,033)(42,514)

Interest paid

(44,099)(36,773)

Net cash flows from operating activities

214,183 105,423

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

30,667 456

Purchase of property, plant and equipment and computer software

(115,088)(107,469)

Purchase of associate


(4,500)

Purchase of minority interest11.5

(691)( 1,716 )

Net cash flows from investing activities

(85,112)(113,229)

Cash flows from financing activities

Proceeds from borrowings

10,250 66,150

Lease principal repayments

(101,171)(98,264)

Treasury stock dividends received

138 381

Dividends paid to parent shareholders

(34,907)(95,863)

Dividends paid to minority shareholders

(50)(125)

Net cash flows from financing activities

(125,740)(127,721)

Net cash inflow/(outflow)

3,331 (135,527)

Opening cash position

24,999 160,526

Closing cash position

11.2 28,330 24,999

Reconciliation of Operating Cash Flows

For the 52 week period ended 28 July 2024

Consolidated Statement of Changes in Equity

For the 52 week period ended 28 July 2024

Note

Share


Capital

Treasury

Shares

Hedge

Reserves

Foreign

Currency

Translation

Reserve

Employee

Share

Benefits

Reserve

Retained

Earnings

Minority

Interest

Total

Equity

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

For the 52 week period ended 30 July 2023

Balance at the beginning of the period

365,517 (5,282)12,560 179


48,940 (815)421,099

Profit for the period

– – – – –

29,810 127 29,937

Movement in foreign currency translation reserve

– – –

(206)

– – –

(206)

Movement in derivative cash flow hedges

– –

( 18 , 510 )

– – – –

(18,510)

Tax relating to movement in hedge reserve

4.3

– –

5 ,18 3

– – – –

5,183

Total comprehensive (loss)/income

– –

(13, 327 )(206)


29,810 127 16,404

Contributions by and distributions to owners

Share rights charged to the income statement

– – – –

804

– –

804

Minority put options exercised

– – – – –

(2,379)1,688 (691)

Dividends paid

7.1

– – – – –

(34,684)(50)(34,734)

Treasury stock dividends received

– – – – –

138


138

Balance at the end of the period

365,517 (5,282)(767)(27)804 41,825 950 403,020

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)

For the 52 week period ended 31 July 2022

Balance at the beginning of the period

365,517 (5,282)6 ,171 (115)


60,573 (2,694)424,170

Profit/(loss) for the period

– – – – –

89,311 (2,223)87,088

Movement in foreign currency translation reserve

– – –

294

– – –

294

Movement in derivative cash flow hedges

– –

8,873

– – – –

8,873

Tax relating to movement in hedge reserve

4.3

– –

(2,484)

– – – –

(2,484)

Total comprehensive income/(loss)

– –

6,389 294


89,311 (2,223)93,771

Contributions by and distributions to owners

Minority put options exercised

– – – – –

(5,943)4,227 (1,716)

Dividends paid

7.1

– – – – –

(95,382)(125)(95,507)

Treasury stock dividends received

– – – – –

381


381


Consolidated Statement of Changes in Equity

For the 52 week period ended 28 July 2024

Foreign Employee

Currency Share

Share Treasury Hedge Translation BenefitsRetained Minority Total

Note

Capital Shares Reserves Reserve Reserve Earnings Interest Equity

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

For the 52 week period ended 28 July 2024

Balance at the beginning of the period

365,517 (5,282)(767)(27)804 41,825 950 403,020

Profit/(loss) for the period- - - - - (54,181)417 (53,764)

Movement in foreign currency translation reserve- - - 247 - - - 247

Movement in derivative cash flow hedges- - 9,900 - - - - 9,900

Tax relating to movement in hedge reserve- - (2,772)- - - - (2,772)

Total comprehensive income/(loss)- - 7,128 247 - (54,181)417 (46,389)

Contributions by and distributions to owners

Share rights charged to the income statement

- - - - (804)- - (804)

Dividends paid

7.1, 11.5

- - - - - (45,089)(183)(45,272)

Treasury stock dividends received- - - - - 180 - 180

Balance at the end of the period365,517 (5,282)6,361 220 - (57,265)1,184 310,735

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)

For the 52 week period ended 30 July 2023

Balance at the beginning of the period

365,517 (5,282)12,560 179 - 48,940 (815)421,099

Profit for the period- - - - - 29,810 127 29,937

Movement in foreign currency translation reserve- - - (206)- - - (206)

Movement in derivative cash flow hedges- - (18,510)- - - - (18,510)

Tax relating to movement in hedge reserve- - 5,183 - - - - 5,183

Total comprehensive income/(loss)- - (13,327)(206)- 29,810 127 16,404

Contributions by and distributions to owners

Share rights charged to the income statement

- - - - 804 - - 804

Minority put options exercised

11.5

- - - - - (2,379)1,688 (691)

Dividends paid

7.1, 11.5

- - - - - (34,684)(50)(34,734)

Treasury stock dividends received- - - - - 138 - 138

Balance at the end of the period365,517 (5,282)(767)(27)804 41,825 950 403,020

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)

5

Consolidated Statement of Cash Flows

For the 52 week period ended 28 July 2024


Consolidated Statement of Cash Flows

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,137,910 3,409,163

Payments to suppliers and employees(2,911,346)(3,139,848)

Income tax paid

4.2

(4,582)(11,033)

Income tax refunded

4.2

7,995 -

Interest paid(44,107)(44,099)

Net cash flows from operating activities185,870 214,183

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

355 30,667

Purchase of property, plant, equipment and computer software(39,284)(115,088)

Torpedo7 disposal costs(4,720)-

Purchase of minority interest- (691)

Net cash flows from investing activities(43,649)(85,112)

Cash flows from financing activities

Proceeds from borrowings

6,500 10,250

Lease principal repayments(99,532)(101,171)

Treasury stock dividends received 180 138

Dividends paid to parent shareholders(45,312)(34,907)

Dividends paid to minority shareholders(183)(50)

Net cash flows from financing activities(138,347)(125,740)

Net cash inflow3,874 3,331

Opening cash position28,330 24,999

Closing cash position

11.2

32,204 28,330

Reconciliation of Operating Cash Flows

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Net profit/(loss) for the period(53,764)29,937

Non cash items

Depreciation and amortisation expense - continuing operations

3.3

158,558 151,891

Depreciation and amortisation expense - discontinued operations

17.1

5,423 10,805

Right of use asset impairment

10.1

- 226

Share based payment expense

3.2

(804)804

Movement in deferred tax

4.1

(4,119)5,934

Total non cash items159,058 169,660

Items classified as investing or financing activities

Loss on disposal of plant, equipment and software

4,027 2,634

Loss on disposal of Torpedo7 business assets

17.2

60,547 -

Loss from investment in associate- 3,839

Gain on lease terminations

2.2

(160)(977)

Supplementary dividend tax credit

4.2

223 223

Total investing and financing adjustments64,637 5,719

Changes in assets and liabilities

Trade and other receivables

(3,567)2,496

Inventories(28,034)69,005

Trade and other payables54,083 (59,802)

Provisions(8,802)701

Income tax2,259 (3,533)

Total changes in assets and liabilities15,939 8,867

Net cash flows from operating activities185,870 214,183

4


Consolidated Statement of Cash Flows

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,137,910 3,409,163

Payments to suppliers and employees(2,911,346)(3,139,848)

Income tax paid

4.2

(4,582)(11,033)

Income tax refunded

4.2

7,995 -

Interest paid(44,107)(44,099)

Net cash flows from operating activities185,870 214,183

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

355 30,667

Purchase of property, plant, equipment and computer software(39,284)(115,088)

Torpedo7 disposal costs(4,720)-

Purchase of minority interest- (691)

Net cash flows from investing activities(43,649)(85,112)

Cash flows from financing activities

Proceeds from borrowings

6,500 10,250

Lease principal repayments(99,532)(101,171)

Treasury stock dividends received 180 138

Dividends paid to parent shareholders(45,312)(34,907)

Dividends paid to minority shareholders(183)(50)

Net cash flows from financing activities(138,347)(125,740)

Net cash inflow3,874 3,331

Opening cash position28,330 24,999

Closing cash position

11.2

32,204 28,330

Reconciliation of Operating Cash Flows

For the 52 week period ended 28 July 2024

Note

2024 2023

$ 000 $ 000

Net profit/(loss) for the period(53,764)29,937

Non cash items

Depreciation and amortisation expense - continuing operations

3.3

158,558 151,891

Depreciation and amortisation expense - discontinued operations

17.1

5,423 10,805

Right of use asset impairment

10.1

- 226

Share based payment expense

3.2

(804)804

Movement in deferred tax

4.1

(4,119)5,934

Total non cash items159,058 169,660

Items classified as investing or financing activities

Loss on disposal of plant, equipment and software

4,027 2,634

Loss on disposal of Torpedo7 business assets

17.2

60,547 -

Loss from investment in associate- 3,839

Gain on lease terminations

2.2

(160)(977)

Supplementary dividend tax credit

4.2

223 223

Total investing and financing adjustments64,637 5,719

Changes in assets and liabilities

Trade and other receivables

(3,567)2,496

Inventories(28,034)69,005

Trade and other payables54,083 (59,802)

Provisions(8,802)701

Income tax2,259 (3,533)

Total changes in assets and liabilities15,939 8,867

Net cash flows from operating activities185,870 214,183

4

The Warehouse Group Integrated Annual Report 20244849Financial Statements
Percentage Ownership

Name of EntityPrincipal ActivityNote

2023 2022

The Warehouse LimitedRetail

100 100

Torpedo7 LimitedRetail

100 100

TheMarket.Com LimitedOnline marketplace11.5

100 97

Eldamos Investments LimitedProperty

100 100

The Warehouse Nominees LimitedInvestment

100 100

Notes to the Financial Statements – Basis of Preparation

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Financial Performance

For the 52 week period ended 28 July 2024

Operating segments

The Group has five retail brands trading in the New Zealand retail sector which include a specialty online marketplace (TheMarket.com). These brands form the basis

of internal reporting used by senior management and the Board of Directors to assess performance and assist with strategy decisions. Brand trading performance

is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ IFRS 16 Leases, and is considered a better measure of underlying

brand performance. Brand assets and liabilities are not distinct following the amalgamation of the Group’s legal entities and are managed and reported to senior

management and the Board of Directors on a consolidated basis.

Customers can purchase product from the four main retail chains either online or through the Group’s physical retail store network. At period end the Group’s

physical store network consists of 88 The Warehouse stores, 66 Warehouse Stationery stores (including 40 stores trading within The Warehouse stores), 67 Noel

Leeming stores and 25 Torpedo7 stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance

products, Torpedo7 sells outdoor and sporting equipment and Warehouse Stationery sells stationery products.

Other Group operations include a property company, a chocolate factory and the residual cost of unallocated support office functions.

2.3 Torpedo7 impairment considerations

Significant judgements and estimates

It has been a challenging year for Torpedo7 and other retail specialists exposed to the bike market, as the sector attempts to reduce an inventory over supply

through discounted sales. The Group believes the outdoor and sporting goods sector will remain challenging for the next two financial years and has developed a

Recovery Plan in response to the expected economic conditions to turn the business around from its current year operating loss of $22.2 million and back into profit

within 3 years.

The Group was mindful that the Torpedo7 trading performance and sector outlook were indicators of potential asset impairment. The Group considered the

merits of the Recovery plan and also looked at alternative scenarios, weighing up the associated risk and likely outcomes of these scenarios. It was concluded that

the Torpedo7 inventory impairment provisions should be increased by $2.9 million to bring the total inventory provision to $4.6 million and that no other assets

should be impaired at this time. The assets held in Torpedo7 at balance date are Inventory – net of provisioning ($56.3 million), Receivables ($4.6 million), Plant and

Equipment ($10.8 million) and Right of Use Assets ($26.3 million).

The impairment calculations have been performed using a fair value less cost of disposal approach and required the Group to make judgements to estimate future

cash flows and likely economic conditions as part of its impairment assessment. The Group considered a wide range of factors including the Group’s financial

budgets, strategic plans, external benchmarks and historical performance to formulate the cash flow projections. The Group also engaged an external expert to

determine an appropriate post tax discount rate (11.1%) and long-term growth rate (2.1%), integral to the valuation of the Torpedo7 cash generating unit. The key

judgements made are sensitive to the Recovery Plan gross margin and revenue recovery assumptions, which, if not executed, might result in future impairment of

the above asset classes.

2.0 SEGMENT INFORMATION

2.1 Operating performance

Retail SalesOperating ProfitRetail Operating Margin

Note2023 2022 2023 2022 2023 2022

$ 000$ 000$ 000 $ 000

The Warehouse

1,892,351 1,726,936 71,596 75,742 3.8% 4.4%

Warehouse Stationery

248,629 249,749 23,004 23,058 9.3% 9.2%

TheMarket.com

33,652 49,954 (22,001)(24,734)

Warehouse segment

2,174,632 2,026,639 72,599 74,066 3.3% 3.7%

Noel Leeming

1,061,026 1,096,744 27,342 53,907 2.6% 4.9%

Torpedo7

162,200 171,474 (22,204)(2,240)-13.7% -1.3%

Other Group operations

8,395 6,866 (16,549)(8,961)

Inter-segment eliminations

(7,141)(7,391)

– –

Group

3,399,112 3,294,332 61,188 116,772 1.8% 3.5%

Adjustments for NZ IFRS 16

2.2 40,862 41,998

Operating profit

102,050 158,770

Unusual items

5.0 (13,935)


Earnings before interest and tax

88,115 158,770

Retail sales

Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for in-store sales or where the goods are

purchased online when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the fair value of the consideration

received or receivable, net of returns, discounts and excluding GST.

2.2 Adjustment for NZ IFRS 16 (Leases)

Note2023 2022

$ 000 $ 000

Pre NZ IFRS 16 rent expense

135,889 133,931

Right of use asset amortisation

10.1 (96,004)(94,614)

Gain on lease terminations

977 2,681

Impact on operating profit

2.1 40,862 41,998

Lease liability interest

3.6 (36,199)(36,683)

Impact on net profit before tax (excluding unusual items)

5.0 4,663 5,315

Lease impairments classified as unusual items

5.0 (226)


Impact on net profit before tax

4,437 5,315

1.0 BASIS OF PREPARATION

1.1 Reporting entity

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited liability

company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity under Part 7 of

the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland. The Company is listed

on the New Zealand Exchange (NZX).

1.2 Compliance statement

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

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

authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards (IFRS).

1.3 Basis of preparation

The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and liabilities

at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated. Certain

comparative amounts have been reclassified to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting choice is

provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide any accounting policy

choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed below.

Group structure

At the commencement of the financial year the Group legally amalgamated Noel Leeming Group Limited with The Warehouse Limited. This amalgamation was

designed to simplify processes by merging the support office functions and combining the balance sheet management of both operations. The amalgamation

did not result in any significant changes to the store operations or branding. In August 2022 the Group also acquired the remaining 3% minority interest in

TheMarket.com for a consideration of $0.7 million.

1.4 Changes in accounting policies, interpretations and agenda decisions

In December 2022 the External Reporting Board published it's Climate-related Disclosures standards. The Group has begun planning how it will prepare for the

necessary climate-related disclosures and what information and external assistance it will require. The Group will be including climate-related disclosures based on

the three new climate standards in the July 2024 Annual Report. The Group intends to specifically review and report on exposure to climate-related risk as required

in the consolidated financial statements for the year ended July 2024.

In May 2023 the International Accounting Standards Board issued amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instrument Disclosures’,

that do not affect recognition or measurement principles, but require the Group to provide specified disclosures regarding its supplier financing arrangements.


The new disclosure requirements will be effective for the Group’s annual July 2025 reporting period. There are no other new or amended standards or

interpretations that become effective on or after balance date that would have a material impact on the Group’s financial statements.

1.5 Reporting period

These financial statements are for the 52 week period 1 August 2022 to 30 July 2023. The comparative period is for the 52 week period 2 August 2021 to

31 July 2022. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. A 53 week catch-up

year occurs once every 5 to 6 years and next occurs in the 2025 financial year.

1.6 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets and

liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the financial

statements are found in the following notes:

(a) Lease liabilities and right of use assets (notes 10.1 and 10.2)

(b) Inventories (note 8.1)

(c) Derivative financial instruments (note 12.2)

(d) Torpedo7 impairment considerations (note 2.3)

1.7 Non-GAAP financial information

The Group uses operating profit, earnings before tax and interest, unusual items and adjusted net profit to describe financial performance as it considers these

line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS and may not be

comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit is detailed in note 5.0.


Notes to and forming part of the Financial Statements - Basis of Preparation

For the 52 week period ended 28 July 2024

1. BASIS OF PREPARATION

1.1 Reporting entity


1.2 Compliance statement

1.3 Basis of preparation

Name of entityPrincipal activity2024 2023

The Warehouse LimitedRetail100 100

Eldamos Investments LimitedProperty100 100

The Warehouse Nominees LimitedInvestment100 100

1.4 Changes in accounting policy information and interpretations

1.5 Reporting period

1.6 Material accounting judgements, estimates and assumptions

1.7 Non-GAAP financial information

Percentage ownership

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited

liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity

under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.

The Company is listed on the New Zealand Exchange (NZX).

The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and

liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless

otherwise stated.

The material accounting policy information and other explanatory information applied in the preparation of these financial statements are set out in the

accompanying notes where an accounting choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is material.

Where NZ IFRS does not provide any accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has

not been specifically included. The Group’s accounting policy for discontinued operations (note 17) is applicable this year, following the sale of the

Torpedo7 business and included as part of the note disclosure. Certain comparative amounts reported for the previous year have been restated to

reclassify the Torpedo7 business from continuing to discontinued operations and conform with the current year presentation.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed

below.

These financial statements are for the 52 week period 31 July 2023 to 28 July 2024. The comparative period is for the 52 week period 1 August 2022 to 30

July 2023. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. A 53 week catch-

up year occurs once every 5 to 6 years and next occurs in the 2025 financial year.

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

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

and authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards

Accounting Standards (IFRS Accounting Standards).

The Group applied the following new amended standards in this year’s financial statements:

(a) Narrow scope amendments to NZ IAS 1, IFRS Practice statement 2 and NZ IAS 8

(b) Amendment to NZ IAS 12 - deferred tax related to assets and liabilities arising from a single transaction (refer notes 4.3, 4.4 and 4.5)

(c) Amendment to NZ IAS 12 - international tax reform - pillar two model rules (refer note 4.1).

The application of the new amendments did not impact any amounts recognised in the financial statements, but required the Group to provide some

enhanced disclosures.

There are no new accounting standards, amended standards or interpretations that become effective after balance date that would have a material impact

on the Group’s financial statements or likely to affect recognition or measurement principles. In May 2023 the International Accounting Standards Board

issued amendments to NZ IAS 7 ‘Statement of Cash Flows’ and NZ IFRS 7 ‘Financial Instrument Disclosures’, which requires the Group to provide

specified disclosures regarding its supplier financing arrangements. The new disclosure requirements which the Group will apply are mandatory for the

Group’s 2025 financial year. In May 2024, the External Reporting Board of New Zealand (XRB) issued a new accounting standard NZ IFRS 18

‘Presentation and Disclosure in Financial Statements’ as a replacement for NZ IAS 1. This new standard, which is mandatory for the Group in the 2028,

financial year is expected to change the presentation of the Group’s primary financial statements. The Group is currently assessing the impact of this new

standard and will disclose more detailed assessments in the future.

Climate change reporting

The Warehouse Group is a climate-reporting entity under the Financial Markets Conduct Act 2013. In December 2022, the XRB released the Aotearoa

New Zealand Climate Standards (NZCS), setting the mandatory requirements for the reporting of climate-related risks and opportunities. In 2023, the

Group participated in, and was instrumental in, setting the New Zealand retail sector scenarios for the purposes of NZCS. The Group reported under the

new NZCS requirements for the first time this year and a separate Climate-related Disclosure Report was released with the annual report.

Group structure

In February 2024 the Group entered into an agreement to sell the business assets of Torpedo7 Limited (refer note 17) and transfer control of the business

to Tahua Partners Limited from the end of March 2024. It was also decided to close TheMarket.com Limited, which was completed in June 2024. The

former Torpedo7 Limited company is now a shell company and has been renamed (Altitude NZ Limited). At the commencement of the 2025 financial year

the Group legally amalgamated TheMarket.com Limited with The Warehouse Limited.

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets

and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the

financial statements are found in the following notes:

(a) Lease liabilities and right of use assets (notes 10.1 and 10.2)

(b) Inventories (note 8.1)

(c) Derivative financial instruments (note 12.2).

The Group has also considered the impact of climate change on the amounts recognised in the financial statements as part of the work undertaken this

year to complete the Group's inaugural Climate-related Disclosure Report. On the basis of the work undertaken to date, considering the Group's

disaggregation in product range, location spread and adaptability, the Group concluded that there was no material effect on the recognition and

measurement of its assets and liabilities or any items that would require specific disclosure in the financial statements.

The Group uses operating profit, earnings before interest and tax, unusual items and adjusted net profit to describe financial performance as it considers

these line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS

and may not be comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit is

detailed in note 5.0.

6


Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2024

2.0 SEGMENT INFORMATION

2.1 Operating performance

Note

2024 2023 2024 2023 2024 2023

$ 000 $ 000 $ 000 $ 000

The Warehouse1,792,254 1,892,351 17,672 71,596 1.0% 3.8%

Warehouse Stationery 231,907 248,629 12,886 23,004 5.6% 9.3%

TheMarket.com4,061 33,652 (8,513)(22,001)

Warehouse segment2,028,222 2,174,632 22,045 72,599 1.1% 3.3%

Noel Leeming 1,005,217 1,061,026 17,342 27,342 1.7% 2.6%

Other Group operations11,164 8,395 (10,453)(16,549)

Inter-segment eliminations(7,006)(7,141)- -

Group3,037,597 3,236,912 28,934 83,392 1.0% 2.6%

Adjustments for NZ IFRS 16

2.2

38,887 38,891

Operating profit from continuing operations67,821 122,283

Unusual items

5.0

(8,883)(13,561)

Earnings before interest and tax from continuing operations58,938 108,722

2.2 Adjustment for NZ IFRS 16 (Leases)

Note

2024 2023

$ 000 $ 000

Pre NZ IFRS 16 rent expense129,060 125,742

Right of use asset amortisation

10.1

(90,333)(87,828)

Gain on lease terminations160 977

Impact on operating profit from continuing operations

2.1

38,887 38,891

Lease liability interest

3.6

(36,527)(34,374)

Impact on net profit before tax on continuing operations (excluding unusual items)

5.0

2,360 4,517

Lease impairments classified as unusual items

5.0

- (226)

Impact on net profit before tax from continuing operations


2,360 4,291

Retail salesOperating profitRetail operating margin

Operating segments

The Group has three retail brands trading in the New Zealand retail sector, and previously had an online marketplace which was wound up in June 2024.

These brands form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist

with strategy decisions. Brand trading performance is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ

IFRS 16 Leases, and is considered a better measure of underlying brand performance. Assets are not allocated to operating segments and the balance

sheet is managed and internally reported on a consolidated basis to the senior management and the Board of Directors.

Customers can purchase product from the three main retail chains either online or through the Group’s physical retail store network. At year end the

Group’s physical store network consists of 86 The Warehouse stores, 66 Warehouse Stationery stores (including 41 stores trading within The Warehouse

stores) and 66 Noel Leeming stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance

products, and Warehouse Stationery sells stationery products.

The Torpedo7 business was previously included as a separate retail brand, but has been reclassified as a discontinued operation this year. The Torpedo7

results, cash flows and details of its sale are found in note 17. Other Group operations include a property company, a chocolate factory and the residual

cost of unallocated support office functions.

Retail sales

Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for in-store sales, or where the goods are

purchased online, when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the amount of the transaction

price when all performance obligations have been met and the customer obtains control of the goods.

7

The Warehouse Group Integrated Annual Report 20245051Financial Statements
Notes to the Financial Statements – Financial Performance

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Financial Performance

For the 52 week period ended 28 July 2024

The following table details the major deferred income tax assets and (liabilities) recognised by the Group and the movements during the current and prior year.

4.3 Taxation – balance sheet

deferred taxation asset

NoteInventoryLeases

Property,

Plant

Equipment

and

Software

Employee

ProvisionsDerivativesOtherTotal

For the 52 week period ended 30 July 2023

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

Opening balance

10,700 40,149 22,591 15,733 (4,884)4,938 89,227

Charged/(credited) to the income statement

4.1 1,606 (1,094)(4,599)(658)


(1,189)(5,934)

Net charged to other comprehensive income

– – – –

5,183


5,183

Closing balance

12,306 39,05517,992 15,075 299 3,74988,476

For the 52 week period ended 31 July 2022

Opening balance

12,941 41,648 18,328 17,483 (2,400)7,958 95,958

Charged/(credited) to the income statement

4.1 (2,241)(1,499)4,263 (1,750)


(3,012)(4,239)

Net charged to other comprehensive income

– – – –

(2,484)(8)(2,492)

Closing balance

10,700 40,149 22,591 15,733 (4,884)4,938 89,227

4.2 Taxation – balance sheet current taxation asset/(liability)

Note20232022

$ 000 $ 000

Opening balance

1,505 (10,878)

Current year income tax payable

4.1 (7,723)(30,612)

Net taxation paid

11,033 42,514

Supplementary dividend tax credit

223 481

Closing balance

5,038 1,505

The following table details the movement in income tax receivable/(payable) during the current and prior year.

4.0 TAXATION

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.


Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in deferred tax

assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are

settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and

taxable temporary differences to measure the deferred tax asset or liability.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available

to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount

and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the temporary differences and

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

Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.

Goods and services tax (GST)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance sheet are

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

4.1 Taxation – income statement

Note2023 2022

$ 000$ 000

Profit before tax

43,594 121,939

Taxation calculated at 28%

12,206 34,143

Adjusted for the tax effect of:

Non deductible expenditure

302 540

Associate investment

1,075 185

Income tax under/(over) provided in prior year

74 (17)

Income tax expense

13,657 34,851

Income tax expense comprises:

Current year income tax payable

4.2 7,723 30,612

Deferred taxation

4.3 5,934 4,239

Income tax expense

13,657 34,851

3.0 INCOME AND EXPENSES

3.1 Other income

Note2023 2022

$ 000$ 000

COVID-19 landlord rent relief

10.2


1,775

COVID-19 Leave support

1,668


Tenancy rents received

1,991 2,165

Other

4,926 3,743

Other income

8,585 7,683

3.2 Employee expense

Note2023 2022

$ 000 $ 000

Wages and salaries

561,337 566,174

Directors' fees

936 884

Performance based compensation

11,275 8,303

Equity settled share based payments expense

13.0

804


Employee expense

574,352 575,361

3.3 Depreciation and amortisation expense

Note2023 2022

$ 000 $ 000

Property, plant and equipment

9.1 44,863 38,204

Computer software

9.2 21,829 13,304

Right of use assets

10.1

96,004 94,614

Depreciation and amortisation expense

162,696 146,122

3.4 Other operating expenses

2023 2022

$ 000 $ 000

Other operating expenses include:

Bad debt and movement in provision for doubtful debts expense

144 2,467

Loss on disposal of plant and equipment

1,655 1,128

Donations

168 106

Net foreign currency exchange (gain)

(125)(67)

3.5 Auditors’ fees

20232022

$ 000 $ 000

Auditing the Group financial statements

878 711

Reviewing the half year financial statements

120 112

Other non-audit or review services:

– Agreed upon procedures

27 24

– Taxation services 

12 10

– Other services 

41 71

Total fees paid to PricewaterhouseCoopers

1,078 928

3.6 Net interest expense

Note20232022

$ 000 $ 000

Interest on deposits and use of money interest received

(748)(592)

Interest on borrowings

9,070 740

Interest on leases

10.2 36,199 36,683

Net interest expense

44,521 36,831

Audit fees – Corporate Governance

In accordance with the Group's policies regarding audit governance and independence, other non-audit services are approved by the Group’s Audit and

Risk Committee. The Group’s policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of the

independence of the auditor, subject to Audit and Risk Committee approval.


Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2024

3.0 INCOME AND EXPENSES

3.1 Other income2024 2023

$ 000 $ 000

COVID-19 leave support - 1,581

Tenancy rents received1,847 1,991

Other6,096 4,756

Other income from continuing operations7,943 8,328

3.2 Employee expense

Note

2024 2023

$ 000 $ 000

Wages and salaries511,318 522,887

Directors' fees

13.0

930 936

Performance based compensation702 11,143

Equity settled share based payments expense

13.0

(804)804

Employee expense from continuing operations512,146 535,770

3.3 Depreciation and amortisation expense

Note

2024 2023

$ 000 $ 000

Property, plant and equipment

9.1

43,586 42,259

Computer software

9.2

24,639 21,804

Right of use assets

10.1

90,333 87,828

Depreciation and amortisation expense from continuing operations158,558 151,891

- -

3.4 Other operating expense2024 2023

$ 000 $ 000

Other operating expenses from continuing operations include:

Bad debt and movement in provision for doubtful debts expense

1,633 (24)

Loss on disposal of plant and equipment1,381 1,791

Donations40 168

Net foreign currency exchange loss/(gain)64 (125)

3.5 Auditors' fees2024 2023

$ 000 $ 000

Auditing the Group financial statements858 878

Reviewing the half year financial statements140 120

Audit of overseas subsidiary12 12

Other non-audit or review services:

- Agreed upon procedures

21 27

- Other services - 41

Total fees paid to PricewaterhouseCoopers1,031 1,078

3.6 Net interest expense

Note

2024 2023

$ 000 $ 000

Interest on deposits and use-of-money interest received(1,001)(748)

Interest on borrowings2,851 3,566

Interest on leases

10.2

36,527 34,374

Net interest expense from continuing operations38,377 37,192

Interest on borrowings4,686 5,504

Interest on leases

10.2

958 1,825

Net interest expense from discontinued operations

17.1

5,644 7,329

Total net interest expense44,021 44,521

Audit Fees - Corporate Governance

In accordance with the Group's policies regarding audit governance and independence, other non-audit services are approved by the Group's Audit and

Risk Committee. The Group's policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of the

independence of the auditor, subject to Audit and Risk Committee approval.

8


Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2024

4.0 TAXATION

4.1 Taxation - income statement

Note

2024 2023

$ 000 $ 000

Profit before tax from continuing operations20,561 71,530

Loss before tax from discontinued operations

17.1

(79,375)(27,936)

Profit/(loss) before taxation(58,814)43,594

Taxation calculated at 28%(16,468)12,206

Adjusted for the tax effect of:

Associate investment

- 1,075

Non deductible building depreciation expense

5.0

8,046 -

Non deductible Torpedo7 asset disposal costs3,139 -

Other non deductible expenditure242 302

Income tax under/(over) provided in prior year(9)74

Income tax (benefit)/expense(5,050)13,657

Reclassify income tax benefit attributable to discontinued operations

17.1

19,071 7,811

Income tax expense from continuing operations14,021 21,468

Income tax expense comprises:

Current year income tax payable/(recoverable)

4.2

(931)7,723

Deferred taxation

4.3

(4,119)5,934

Income tax (benefit)/expense(5,050)13,657

The following table details the movement in the current income tax asset during the current and prior year.

4.2 Taxation - balance sheet current taxation asset

Note

2024 2023

$ 000 $ 000

Opening balance5,038 1,505

Current year income tax (payable)/recoverable

4.1

931 (7,723)

Income tax paid4,582 11,033

Income tax refunded(7,995)-

Supplementary dividend tax credit223 223

Closing balance2,779 5,038

4.3 Taxation - balance sheet deferred taxation asset

Note

2024 2023 2024 2023 2024 2023

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

Opening balance281,751 291,016 (193,275)(201,789)88,476 89,227

Charged/(credited) to the income statement

4.1

(12,025)(9,564)16,144 3,630 4,119 (5,934)

Net charged to other comprehensive income(298)299 (2,473)4,884 (2,771)5,183

Closing balance269,428 281,751 (179,604)(193,275)89,824 88,476

(note: 4.4) (note: 4.4) (note: 4.5) (note: 4.5)

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.

Gross deferred tax assetsGross deferred tax liabilitiesTotal

Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in

deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the

financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities

are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of

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

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be

available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the

carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the

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

Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.

Goods and services tax (GST)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance

sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

Building depreciation

In April 2024, the New Zealand government passed legislation to remove the ability to claim a tax deduction for depreciation on commercial buildings.

The result of the legislation changes created a one-off, non-cash accounting adjustment to increase both this year’s tax expense and deferred tax

liabilities by $8.0 million, with the tax base of the Group’s buildings reduced to zero as a consequence of future tax depreciation deductions not being

available.

Organisation for Economic Co-operation and Development’s Pillar Two

The Organisation for Economic Co-operation and Development’s (OECD) has introduced GloBE Pillar Two model rules which aim to implement a

minimum global minimum tax rate of 15 percent across all jurisdictions. The New Zealand Government has enacted legislation to implement the OECD

Pillar Two Rules but it is not yet in effect. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and

liabilities related to Pillar Two income taxes. The Group has also undertaken a high-level assessment to determine the Group’s potential exposure to

Pillar Two top-up taxes, which indicates that no top-up taxes are expected to arise for the Group. The Group is continuing to monitor the developments

of the Pillar Two legislation in countries that the Group operates in to assess the impact of Pillar Two legislation on its future financial performance.

9

The Warehouse Group Integrated Annual Report 20245253Financial Statements
Notes to the Financial Statements – Financial Performance

For the 52 week period ended 28 July 2024

7.0 DIVIDENDS

7.1 Dividends paid

2023 2022 2023 2022

$ 000$ 000CENTS PER SHARECENTS PER SHARE

Prior year final dividend

34,684 60,698 10.0 17.5

Interim dividend


34,684


10.0

Total dividends paid

34,684 95,382 10.0 27.5

7.2 Dividend policy reconciliation

Note2023 2022 2023 2022

$ 000 $ 000 CENTS PER SHARECENTS PER SHARE

Interim dividend


34,684


10.0

Final dividend (declared after balance date)

27,747 34,684 8.0 10.0

Total dividends declared in respect of the current financial year

27,747 69,368 8.0 20.0

Group adjusted net profit

5.0 37,458 85,484

Pay-out ratio (%)

74.1% 81.1%

7.3 Imputation credit account

2023 2022

$ 000$ 000

Imputation credits at balance date available for future distribution

130,226 132,796

Dividend policy

In a typical year the Group declares two dividends, the first in respect of the half year (interim dividend) and second in respect of the full year result (final

dividend). Dividends are declared at the discretion of the Board and subject to trading performance, market conditions and liquidity requirements. The Group’s

dividend policy is to distribute at least 70% of the Group's full year adjusted net profit.

Due to the challenging economic outlook, financial performance remaining uncertain, and currently heightened capital expenditure, the Board decided not to

pay an interim dividend and determined the final dividend based on the full year result for the current year.

In accordance with this policy the Board declared a fully imputed final dividend of 8.0 cents per ordinary share on 27 September 2023 to be paid on 1 December

2023 to all shareholders on the Group's share register at the close of business on 16 November 2023.

The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will arise from the

payment of the amount of the remaining current year provision for income taxation.

Notes to the Financial Statements – Financial Performance

For the 52 week period ended 28 July 2024

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

Note20232022

$ 000$ 000

Net profit attributable to shareholders of the parent

29,810 89,311

Add back: Unusual items

Gain on sale of property

(413)


Restructuring costs

10,876


Associate impairment

3,472


Unusual items

13,935


Adjustments for NZ IFRS 16

2.2 (4,663) (5,315)

Income tax relating to above items

(1,624) 1,488

Adjusted net profit

37,458 85,484

Earnings per share calculation

Note2023 2022

Net profit attributable to shareholders of the parent ($000s)

29,810 89,311

Adjusted net profit ($000s)

5.0 37,458 85,484

Basic

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)

345,354 345,354

Basic earnings per share (cents)

8.6 25.9

Adjusted basic earnings per share (cents)

10.8 24.8

Diluted

Effect of dilutive potential share rights (000s)

1,684


Weighted average number of ordinary shares for the purpose of diluted earnings per share (000s)

347,038 345,354

Diluted earnings per share (cents)

8.6 25.9

Gain on sale of property

The Group sold its Royal Oak store property (Auckland) in July 2023 for $30.5 million as part of a ‘sale and lease back’ arrangement, which realised a gain on sale

of $0.4 million and a reduction in the right of use asset related to the new leases of $0.5 million (refer note 10.1).

Restructuring costs

In response to a decline in profitability due to customers cutting back their spending caused by higher living costs and a deteriorating economy the Group

restructured its operations to lower its cost of doing business. The Group also postponed certain capital expenditure projects and paused recruitment. The

restructure included the integration of TheMarket.com into the Group's Agile structure and closing the 1-day business. The restructure costs represent staff

redundancy costs, the write-off of redundant 1-day business assets and costs connected with the disposal of the 1-day inventory.

Associate impairment

In August 2021 the Group invested $4.5 million to acquire a 26% interest in Zoom Healthcare, a health technology company, with a view that the Group could

potentially, in the future take a controlling interest in the company. Zoom Heathcare has not achieved the anticipated outcomes set by the Group, resulting in

the impairment of the carrying amount of its investment.

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance and

considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items which are

not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property disposals, goodwill

and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring the Group.

Following the adoption of NZ IFRS 16 the non-cash impact relating to the lease accounting standard are also excluded from adjusted net profit.

Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Adjusted basic EPS is similarly

calculated using adjusted net profit as the numerator.

Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. Diluted EPS is calculated by

adjusting the weighted average number of ordinary shares outstanding and earnings to assume conversion of the Group's share rights (refer note 13.0).


Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2024

The following table details the major gross deferred income tax assets recognised by the Group and the movements during the current and prior year.

4.4 Taxation - balance sheet gross deferred taxation assetProperty, plant

Leaseequipment andEmployee

Note

liabilitiesInventorysoftwareprovisionsDerivativesOtherTotal

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

For the 52 week period ended 28 July 2024

Opening balance

224,142 12,306 22,332 15,075 299 7,597 281,751

Charged/(credited) to the income statement

4.3

(18,304)(1,339)(15,459)(1,001)- 24,078 (12,025)

Net charged to other comprehensive income- - - - (299)1 (298)

Closing balance205,838 10,967 6,873 14,074 - 31,676 269,428

For the 52 week period ended 30 July 2023

Opening balance

228,667 10,700 26,931 15,733 - 8,985 291,016

Charged/(credited) to the income statement

4.3

(4,525)1,606 (4,599)(658)- (1,388)(9,564)

Net charged to other comprehensive income- - - - 299 - 299

Closing balance224,142 12,306 22,332 15,075 299 7,597 281,751

The following table details the major gross deferred income tax liabilities recognised by the Group and the movements during the current and prior year.

4.5 Taxation - balance sheet gross deferred taxation liabilitiesRight of

Note

use assetBrandDerivativesOtherTotal

$ 000 $ 000 $ 000 $ 000 $ 000

For the 52 week period ended 28 July 2024

Opening balance

185,087 4,340 - 3,848 193,275

Charged/(credited) to the income statement

4.3

(16,636)- - 492 (16,144)

Net charged to other comprehensive income- - 2,473 - 2,473

Closing balance168,451 4,340 2,473 4,340 179,604

For the 52 week period ended 30 July 2023

Opening balance

188,518 4,340 4,884 4,047 201,789

Charged/(credited) to the income statement

4.3

(3,431)- - (199)(3,630)

Net charged to other comprehensive income- - (4,884)- (4,884)

Closing balance185,087 4,340 - 3,848 193,275

5.0 ADJUSTED NET PROFIT

Adjusted net profit reconciliation

Note

2024 2023

$ 000 $ 000

Net profit from continuing operations attributable to shareholders of the parent6,123 49,935

Add back: Unusual items

Restructuring costs

8,883 10,502

Gain on sale of property- (413)

Loss on sale of associate- 3,472

Unusual items 8,883 13,561

Adjustments for NZ IFRS 16

2.2

(2,360)(4,517)

Income tax relating to above items(1,826)(1,560)

Income tax effect of removing ability to claim tax deductions for building depreciation

4.1

8,046 -

Adjusted net profit 18,866 57,419

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance

and considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items

which are not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property

disposals, goodwill and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with

restructuring the Group. Following the adoption of NZ IFRS 16 the non-cash impacts relating to the lease accounting standard are also excluded from

adjusted net profit.

Restructuring costs

Last year, in response to a decline in profitability caused by customers cutting back their spending in response to higher living costs and a deteriorating

economy, the Group restructured its operations to lower its cost of doing business. The restructure included the integration of TheMarket.com within the

wider Group and closing the 1-day business (completed June 2023).

During the current year the Group made the decision to dispose of the Torpedo7 business (refer note 17) and close TheMarket.com (completed in June

2024). The Group then reshaped the business around its remaining three core brands of The Warehouse, Warehouse Stationery and Noel Leeming,

resulting in a redesign of the support office functions. The restructure costs above, as a result of these actions, represent staff redundancy costs and the

write-off of redundant business assets.

Gain on sale of property (2023)

The Group sold its Royal Oak store property (Auckland) in July 2023 for $30.5 million as part of a ‘sale and lease back’ arrangement, which realised a

gain on sale of $0.4 million and a reduction in the right of use asset related to the new leases of $0.5 million (refer note 10.1).

Loss on sale of associate (2023)

In August 2021 the Group invested $4.5 million to acquire a 26% interest in Zoom Healthcare, a health technology company, with a view that the Group

could potentially take a controlling interest in the company. Zoom Healthcare did not achieve the outcome anticipated by the Group resulting in the write-

off of the carrying amount of the investment, and subsequent sale for a nominal consideration.

Other deferred taxation assets (2024) include carried forward taxation losses ($24.5 million), arising from the Torpedo7 asset disposal (refer note 17)

and closing TheMarket.com which is expected to be fully recovered within the next few years.

10


Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2024

6.0 EARNINGS PER SHARE

Earnings per share calculation

Note

2024 2023

Net profit/(loss) attributable to shareholders of the parent ($000s)(54,181)29,810

Net profit from continuing operations attributable to shareholders of the parent ($000s)6,123 49,935

Net loss from discontinued operations attributable to shareholders of the parent ($000s)(60,304)(20,125)

Adjusted net profit ($000s)

5.0

18,866 57,419

Basic and diluted

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)

345,354 345,354

Earnings per share (cents)(15.7)8.6

Earnings per share from continuing operations (cents)1.8 14.5

Earnings per share from discontinued operations (cents)(17.5)(5.8)

Adjusted earnings per share (cents)5.5 16.6

7.0 DIVIDENDS

7.1 Dividends paid2024 2023 2024 2023

$ 000 $ 000 Cents per shareCents per share

Prior year final dividend27,747 34,684 8.0 10.0

Interim dividend17,342 - 5.0 -

Total dividends paid45,089 34,684 13.0 10.0

7.2 Dividends policy reconciliation

Note

2024 2023 2024 2023

$ 000 $ 000 Cents per shareCents per share

Interim dividend17,342 - 5.0 -

Final dividend (declared after balance date)- 27,747 - 8.0

Total dividends declared in respect of the current financial year17,342 27,747 5.0 8.0

Group adjusted net profit

5.0

18,866 57,419

Pay-out ratio (%) 91.9% 48.3%

7.3 Imputation credit account

2024 2023

$ 000 $ 000

Imputation credits at balance date available for future distribution107,795 130,226

Dividend policy

In a typical year the Group declares two dividends, the first in respect of the half year (interim dividend) and second in respect of the full year result

(final dividend). Dividends are declared at the discretion of the Board and subject to trading performance, market conditions and liquidity requirements.

The Group’s dividend policy is to distribute at least 70% of the Group's full year adjusted net profit.

The Board has decided not to pay a final dividend, on the basis of the challenging economic outlook and financial performance remaining uncertain.

The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will arise from

the payment of the amount of the remaining current year provision for income taxation.

Earnings per share (EPS) is the amount of post-tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Adjusted basic EPS is similarly

calculated using adjusted net profit as the numerator.

Certain executives held share rights (refer note 13) during the year which were potentially dilutive. These share rights all lapsed prior to balance date

when the non-market vesting conditions were not achieved. The Group did not hold any dilutive shares at balance date, and as the share rights were

not dilutive in either the current and comparable years, the Group considers the basic and dilutive earnings per share calculations to be the same.

11

The Warehouse Group Integrated Annual Report 20245455Financial Statements
Notes to the Financial Statements – Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

9.0 NON CURRENT ASSETS

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

probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Annual leave and sick leave

Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect

of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-

accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an

employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments

to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New

Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present value

of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred which

mitigate the final liability prior to the lease expiry.

Sales return provision

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision represents

the estimated sales return obligation at balance date based on historical sale return rates.

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location and

condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight-line basis to allocate the cost, less any residual value, over their useful life. The estimated useful

lives of property, plant and equipment are as follows:

• Freehold land indefinite • Freehold buildings 50 – 100 years

• Plant and equipment 3 – 15 years • Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down immediately

to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is impaired, reference

is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of an asset may be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income

statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

8.4 Provisions

CurrentNon currentTotal

2023 2022 20232022 2023 2022

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

Employee entitlements

43,298 43,305 16,016 14,323 59,314 57,628

Make good provision

1,683 1,660 6,389 6,842 8,072 8,502

Sales return provision

4,311 4,866

– –

4,311 4,866

Provisions

49,292 49,831 22,405 21,165 71,697 70,996

9.1 Property, plant and equipment

Land and BuildingsPlant and EquipmentWork in ProgressTotal

Note20232022202320222023202220232022

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

Cost

94,098 93,527 678,732 657,409 47,326 11,389 820,156 762,325

Accumulated depreciation

(16 ,10 9)(15,293)(579,692)(552,413)

– –

(595,801)(567,706)

Opening carrying amount

77,989 78,234 99,040 104,996 47,326 11,389 224,355 194,619

Additions


571 93,620 32,668 (19,001)35,937 74,619 69,176

Disposals

(28,918)


(2,904)(1,236)

– –

(31,822)(1,236)

Depreciation

3.3 (793)(816)(44,070)(37,388)

– –

(44,863)(38,204)

Closing carrying amount

48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355

Cost

60,590 94,098 734,908 678,732 28,325 47,326 823,823 820,156

Accumulated depreciation

(12,312)(16,109)(589,222)(579,692)

– –

(601,534)(595,801)

Closing carrying amount

48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355

8.0 WORKING CAPITAL

8.1 Inventory

2023 2022

$ 000$ 000

Finished goods

448,895 485,486

Inventory provisions

(20,973)(17,244)

Retail stock

427,922 468,242

Goods in transit from overseas

65,386 94,071

Inventory

493,308 562,313

8.2 Trade and other receivables

20232022

$ 000 $ 000

Trade receivables

31,257 35,526

Prepayments

35,755 34,256

Rebate accruals and other debtors

30,009 29,735

Trade and other receivables

97,021 99,517

Less non current prepayments

(20,747)(11,664)

Current trade and other receivables

76,274 87,853

8.3 Trade and other payables

2023 2022

$ 000 $ 000

Local trade creditors and accruals

246,059 280,208

Foreign currency trade creditors

72,668 113,722

Goods in transit creditors

23,941 32,684

Capital expenditure creditors

1,109 2,995

Goods and services tax

16,132 7,475

Reward schemes, lay-bys, Christmas Club deposits and gift vouchers

27,413 22,692

Payroll accruals

20,017 20,820

Trade and other payables

407,339 480,596

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure incurred

to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the ordinary course

of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense and included in cost of

goods sold in the income statement.

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from suppliers’

payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised based on the

value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected collectability of

trade and other receivables is reviewed on an ongoing basis.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are normally

unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days of recognition. Due to the short-term nature of these

payables, their carrying value is assumed to approximate their fair value.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future selling prices

and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting, employee

theft, record keeping errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product information

from buyers as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which usually

include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.


Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

8.0 WORKING CAPITAL

8.1 Inventory2024 2023

$ 000 $ 000

Finished goods428,340 448,895

Inventory provisions(13,276)(20,973)

Retail stock415,064 427,922

Goods in transit from overseas57,064 65,386

Inventory472,128 493,308

8.2 Trade and other receivables2024 2023

$ 000 $ 000

Trade receivables35,014 31,257

Prepayments44,679 35,755

Rebate accruals and other debtors19,529 30,009

Trade and other receivables99,222 97,021

Less non current prepayments(26,321)(20,747)

Current trade and other receivables72,901 76,274

8.3 Trade and other payables2024 2023

$ 000 $ 000

Local trade creditors and accruals289,361 246,059

Foreign currency trade creditors88,423 72,668

Goods in transit creditors17,069 23,941

Capital expenditure creditors1,247 1,109

Goods and services tax28,395 16,132

Reward schemes, lay-bys and gift vouchers17,991 27,413

Payroll accruals18,967 20,017

Trade and other payables461,453 407,339

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure

incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the

ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense

and included in cost of goods sold in the income statement.

Material accounting judgements, estimates and assumptions

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future

selling prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to

shoplifting, employee theft, record keeping errors and supplier fraud. The Group considers a wide range of factors including historical data, current

trends and product information from buyers as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents

(which usually include a ‘bill of lading’) are received, and terms, as set out in a supplier's letter of credit or in the supplier's terms of trade, are met.

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from

suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised

based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected

collectability of trade and other receivables is reviewed on an ongoing basis.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are

normally unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days after recognition. Due to the short term

nature of these payables, their carrying value is assumed to approximate their fair value.

12


Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

8.4 Provisions

2024 2023 2024 2023 2024 2023

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

Employee entitlements37,973 43,298 13,776 16,016 51,749 59,314

Make good provision807 1,683 6,566 6,389 7,373 8,072

Sales return provision3,773 4,311 - - 3,773 4,311

Provisions42,553 49,292 20,342 22,405 62,895 71,697

9.0 NON CURRENT ASSETS

9.1 Property, plant and equipment

Note

2024 2023 2024 2023 2024 2023 2024 2023

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

Cost60,590 94,098 734,908 678,732 28,325 47,326 823,823 820,156

Accumulated depreciation(12,312)(16,109)(589,222)(579,692)- - (601,534)(595,801)

Opening carrying amount48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355

Additions- - 37,436 93,620 (17,047)(19,001)20,389 74,619

Disposals- (28,918)(10,589)(2,904)- - (10,589)(31,822)

Depreciation - continuing operations

3.3

(468)(793)(43,118)(41,466)- - (43,586)(42,259)

Depreciation - discontinued operations- - (1,295)(2,604)- - (1,295)(2,604)

Closing carrying amount47,810 48,278 128,120 145,686 11,278 28,325 187,208 222,289

Cost60,590 60,590 716,526 734,908 11,278 28,325 788,394 823,823

Accumulated depreciation(12,780)(12,312)(588,406)(589,222)- - (601,186)(601,534)

Closing carrying amount47,810 48,278 128,120 145,686 11,278 28,325 187,208 222,289

CurrentNon currentTotal

Land and buildingsPlant and equipmentWork in progressTotal

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location

and condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated

useful life of property, plant and equipment are as follows:

Freehold land indefinite

Freehold buildings 50 - 100 years

Plant and equipment 3 - 15 years

Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down

immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset

is impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount

of an asset may be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the

income statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are

incurred.

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

probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Annual leave and sick leave

Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in

respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities

for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an

employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments

to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New

Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present

value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred

which mitigate the final liability prior to the lease expiry.

Sales return

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision

represents the estimated sales return obligation at balance date based on historical sale return rates.

13

The Warehouse Group Integrated Annual Report 20245657Financial Statements
Notes to the Financial Statements – Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

COVID-19 landlord rent relief

The Group negotiated rent reductions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic last year. The Group applied

the NZ IFRS 16 (Leases) practical expedient introduced in May 2020 to account for the landlord rent concessions which meant the rent reductions were accounted

for as negative variable lease payments.

Significant judgements and estimates

To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to determine

the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying value of both the right of

use asset and lease liabilities recognised in the balance sheet and corresponding expenses recorded in the income statement.

The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease term

when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in a lease

will be exercised.

The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year. The average

incremental borrowing rate used to calculate the value of lease liabilities at balance date was 4.88% (2022: 4.48%).

The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group’s ‘right of

use assets’. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension options, but may

also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of managing the Group’s retail

intensity within different catchment areas. The majority of extension and termination options may only be exercised by the Group and not by the landlord.

10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS

10.1 Right of use assets

CostAccumulated DepreciationCarrying Amount

Note20232022 2023 2022 2023 2022

For the 52 week period ended 30 July 2023

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

Opening balance

1,502,650 1,505,137 (829,372)(768,613)673,278 736,524

Foreign exchange movement

(142)95 55 (22)(87)73

Additions

99,416 34,092

– –

99,416 34,092

Depreciation

– –

(96,004)(94,614)(96,004)(94,614)

Reassessment of lease terms

10.2 (11,945)(1,075)

– –

(11,945)(1,075)

Sale and lease back adjustment

5.0 (494)

– – –

(494)


Lease impairments

5.0 (226)

– – –

(226)


Lease surrenders and terminations

(65,722)(35,599)62,809 33,877 (2,913)(1,722)

Closing balance

1,523,537 1,502,650 (862,512)(829,372)661,025 673,278

10.3 Lease liability maturity analysis

Gross Lease PaymentsInterestCarrying Amount

2023 20222023 2022 2023 2022

As at 30 July 2023

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

Within one year

134,934 129,927 (35,938)(34,078)98,996 95,849

One to two years

124,959 120,767 (31,746)(30,241)93,213 90,526

Two to five years

311,774 311,475 (71,811)(70,202)239,963 241,273

Beyond five years

423,847 456,230 (52,861)(63,038)370,986 393,192

Lease liability

995,514 1,018,399 (192,356)(197,559)803,158 820,840

Current lease liability

98,996 95,849

Non current lease liability

704,162 724,991

Lease liability

803,158 820,840

10.2 Lease liabilities

Note

2023 2022

For the 52 week period ended 30 July 2023

$ 000$ 000

Opening balance

820,840 892,191

Foreign exchange movement

(91)75

Additions

99,416 34,092

Interest for the period

3.6 36,199 36,683

Reassessment of lease terms

10.1 (11,945)(1,075)

COVID-19 landlord rent relief

3.1


(1,775)

Lease repayments

(137,370)(134,947)

Lease surrenders and terminations

(3,891)(4,404)

Closing balance

803,158 820,840

A ‘lease liability’ and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has

sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value

of future lease payments discounted using the Group’s incremental borrowing rate over the lease term including any contractual lease extension options

considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment is

made for inflation-indexed lease payment increases.

Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period to

produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the shorter of

the asset’s useful life and the lease term on a straight-line basis.

9.2 Intangible assets

GoodwillBrand NamesComputer SoftwareTotal

Note2023202220232022202320222023 2022

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

Cost

94,380 94,380 23,523 23,523 113,354 75,371 231,257 193,274

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(34,485)(21,148)(79,432)(66,095)

Opening carrying amount

57,456 57,456 15,500 15,500 78,869 54,223 151,825 127,179

Additions

– – – –

38,584 38,270 38,584 38,270

Disposals

– – – –

(341)(320)(341)(320)

Amortisation

3.3

– – – –

(21,829)(13,304)(21,829)(13,304)

Closing carrying amount

57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825

Cost

94,380 94,380 23,523 23,523 151,367 113,354 269,270 231,257

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(56,084)(34,485)(101,031)(79,432)

Closing carrying amount

57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities

and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful lives

as the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount.

Computer software (excluding cloud computing arrangements)

Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets, including

subsequent improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the straight-line method

over periods ranging from two to ten years.

Cloud computing arrangements

Cloud computing arrangements provide the Group with the right to access a supplier's cloud based software for a specified contract period. If the Group does

not control the cloud based software, the related development costs (external and internal) are recognised as either:

(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or

(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.

Brand and goodwill impairment testing

The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the assets

to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is

based on projections regarding future operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic

plans, external benchmarks and historical performance to formulate the future cash flow projections. The Group also engages external advisors to determine

appropriate discount rates and long term growth rates, integral to the valuations. The valuations are then scaled down to align with the average values assessed

by a selection of the Group's external equity research analysts.

The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units represent the

lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand assets

and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the 5 year projection

period, are set out in the table below.

Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment also includes the Warehouse

Stationery business, the operating margin assumptions for this business division are different from those of the primary business at 10.5% (2022: 11.9%). The annual

impairment testing for both Noel Leeming and The Warehouse cash generating units indicated ample headroom and that the carrying amounts of the attributed

goodwill and brand assets were not impaired.

Impairment testing

Noel LeemingThe Warehouse

2023202220232022

$ 000 $ 000 $ 000 $ 000

Goodwill

31,776 31,776 25,680 25,680

Brand names

15,500 15,500

– –

Closing carrying amount

47,276 47,276 25,680 25,680

Key assumptions

Terminal operating margin (%)

4.5 5.3 5.2 5.7

Terminal growth rate (%)

2.1 2.0 2.1 2.0

Pre-tax discount rate (%)

16.5 14.2 14.8 13.1

Post-tax discount rate (%)

11.9 10.2 10.7 9.4


Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

10. LEASE LIABILITIES AND RIGHT OF USE ASSETS

Note

2024 2023 2024 2023 2024 2023

For the 52 week period ended 28 July 2024

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

Opening balance1,523,537 1,502,650 (862,512)(829,372)661,025 673,278

Foreign exchange movement130 (142)(85)55 45 (87)

Additions

10.2

51,891 99,416 - - 51,891 99,416

Depreciation - continuing operations

3.3

- - (90,333)(87,828)(90,333)(87,828)

Depreciation - discontinued operations- - (4,112)(8,176)(4,112)(8,176)

Reassessment of lease terms

10.2

7,026 (11,945)- - 7,026 (11,945)

Sale and lease back adjustment

5.0

- (494)- - - (494)

Lease impairments

5.0

- (226)- - - (226)

Leases assigned as part of the Torpedo7 sale

17.2

(70,216)- 47,787 - (22,429)-

Lease surrenders and terminations(57,729)(65,722)56,226 62,809 (1,503)(2,913)

Closing balance1,454,639 1,523,537 (853,029)(862,512)601,610 661,025

10.2 Lease liabilities

Note

2024 2023

For the 52 week period ended 28 July 2024

$ 000 $ 000

Opening balance803,158 820,840

Foreign exchange movement49 (91)

Additions

10.1

51,891 99,416

Interest - continuing operations

3.6

36,527 34,374

Interest - discontinued operations

3.6

958 1,825

Reassessment of lease terms

10.1

7,026 (11,945)

Lease repayments(137,017)(137,370)

Leases assigned as part of the Torpedo7 sale

17.2

(24,117)-

Lease surrenders and terminations(1,663)(3,891)

Closing balance

10.3

736,812 803,158

2024 2023 2024 2023 2024 2023

As at 28 July 2024

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

Within one year136,715 134,934 (36,617)(35,938)100,098 98,996

One to two years118,180 124,959 (27,577)(31,746)90,603 93,213

Two to five years296,956 311,774 (64,353)(71,811)232,603 239,963

Beyond five years352,179 423,847 (38,671)(52,861)313,508 370,986

Lease liability904,030 995,514 (167,218)(192,356)736,812 803,158

Current lease liability100,098 98,996

Non current lease liability636,714 704,162

Lease liability10.2 736,812 803,158

10.1 Right of use assets

10.3 Lease liability maturity analysis

Cost Accumulated depreciationCarrying amount

Gross lease paymentsInterestCarrying amount

A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has

sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value

of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension options

considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment

is made for inflation-indexed lease payment increases.

Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period

to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the

shorter of the asset’s useful life and the lease term on a straight line basis.

The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group's

‘right of use assets'. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension

options, but may also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of

managing the Group's retail intensity within different catchment areas. The majority of extension and termination options may only be exercised by the

Group and not by the landlord.

Material accounting judgements, estimates and assumptions

To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to

determine the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying

value of both the lease liabilities and right of use asset recognised in the balance sheet and corresponding expenses recorded in the income statement.

The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease

term when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in

a lease will be exercised.

The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year.

The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 5.02% (2023: 4.88%).

15


Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

9.2 Intangible assets

Note

2024 2023 2024 2023 2024 2023 2024 2023

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

Cost94,380 94,380 23,523 23,523 151,367 113,354 269,270 231,257

Impairment and accumulated amortisation (36,924)(36,924)(8,023)(8,023)(56,084)(34,485)(101,031)(79,432)

Opening carrying amount57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825

Additions- - - - 18,629 38,584 18,629 38,584

Disposals- - - - (3,101)(341)(3,101)(341)

Amortisation - continuing operations

3.3

- - - - (24,639)(21,804)(24,639)(21,804)

Amortisation - discontinued operations- - - - (16)(25)(16)(25)

Closing carrying amount57,456 57,456 15,500 15,500 86,156 95,283 159,112 168,239

Cost57,456 94,380 15,500 23,523 147,155 151,367 220,111 269,270

Impairment and accumulated amortisation - (36,924)- (8,023)(60,999)(56,084)(60,999)(101,031)

Closing carrying amount57,456 57,456 15,500 15,500 86,156 95,283 159,112 168,239

Impairment testing

2024 2023 2024 2023

$ 000 $ 000 $ 000 $ 000

Goodwill31,776 31,776 25,680 25,680

Brand names15,500 15,500 - -

Closing carrying amount47,276 47,276 25,680 25,680

Key assumptions

Terminal operating margin (%)

3.0 4.5 4.1 4.8

Terminal growth rate (%)2.1 2.1 2.1 2.1

Pre-tax discount rate (%)16.2 16.5 14.5 14.8

Post-tax discount rate (%)11.7 11.9 10.5 10.7

The Warehouse

GoodwillBrand namesComputer softwareTotal

Noel Leeming

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,

liabilities and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite

useful lives as the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds

its recoverable amount.

Computer software (excluding cloud computing arrangements)

Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets,

including subsequent improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the

straight-line method over periods ranging from two to ten years.

Cloud computing arrangements

Cloud computing arrangements provide the Group with the right to access a supplier's cloud based software for a specified contract period. If the

Group does not control the cloud based software, the related development costs (external and internal) are recognised as either:

(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or

(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.

Brand and goodwill impairment testing

The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the

assets to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow

valuation method is based on five year operating performance projections. The Group considers a wide range of factors including the Group’s financial

budgets, strategic plans, external benchmarks and historical performance to formulate the future cash flow projections. The Group also engages

external advisors to determine appropriate discount rates and long term growth rates, integral to the valuations.

In previous years, the valuations are then typically capped to align with the average values assessed by a selection of the Group's external equity

research analysts. This year, however, the valuation was capped to align with a takeover proposal received from Adamantem Capital Management Pty

Ltd to potentially acquire all of the Group's shares at a price of between $1.50 to $1.70 per share. The Group received the unsolicited, non-binding,

indicative proposal the week before balance date, but the proposal lacked the critical shareholder backing it required to proceed. The Group

considered this proposal provided an external benchmark of the Group’s fair value at balance date.

The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units

represent the lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of

goodwill and brand assets and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash

flows beyond the five year projection period are set out in the table below.

Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment includes the

Warehouse Stationery business and support office functions. The annual impairment testing for both Noel Leeming and The Warehouse cash

generating units indicated significant headroom and that the carrying amounts of the attributed goodwill and brand assets were not impaired.

14


Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2024

10. LEASE LIABILITIES AND RIGHT OF USE ASSETS

Note

2024 2023 2024 2023 2024 2023

For the 52 week period ended 28 July 2024

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

Opening balance1,523,537 1,502,650 (862,512)(829,372)661,025 673,278

Foreign exchange movement130 (142)(85)55 45 (87)

Additions

10.2

51,891 99,416 - - 51,891 99,416

Depreciation - continuing operations

3.3

- - (90,333)(87,828)(90,333)(87,828)

Depreciation - discontinued operations- - (4,112)(8,176)(4,112)(8,176)

Reassessment of lease terms

10.2

7,026 (11,945)- - 7,026 (11,945)

Sale and lease back adjustment

5.0

- (494)- - - (494)

Lease impairments

5.0

- (226)- - - (226)

Leases assigned as part of the Torpedo7 sale

17.2

(70,216)- 47,787 - (22,429)-

Lease surrenders and terminations(57,729)(65,722)56,226 62,809 (1,503)(2,913)

Closing balance1,454,639 1,523,537 (853,029)(862,512)601,610 661,025

10.2 Lease liabilities

Note

2024 2023

For the 52 week period ended 28 July 2024

$ 000 $ 000

Opening balance803,158 820,840

Foreign exchange movement49 (91)

Additions

10.1

51,891 99,416

Interest - continuing operations

3.6

36,527 34,374

Interest - discontinued operations

3.6

958 1,825

Reassessment of lease terms

10.1

7,026 (11,945)

Lease repayments(137,017)(137,370)

Leases assigned as part of the Torpedo7 sale

17.2

(24,117)-

Lease surrenders and terminations(1,663)(3,891)

Closing balance

10.3

736,812 803,158

2024 2023 2024 2023 2024 2023

As at 28 July 2024

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

Within one year136,715 134,934 (36,617)(35,938)100,098 98,996

One to two years118,180 124,959 (27,577)(31,746)90,603 93,213

Two to five years296,956 311,774 (64,353)(71,811)232,603 239,963

Beyond five years352,179 423,847 (38,671)(52,861)313,508 370,986

Lease liability904,030 995,514 (167,218)(192,356)736,812 803,158

Current lease liability100,098 98,996

Non current lease liability636,714 704,162

Lease liability10.2 736,812 803,158

10.1 Right of use assets

10.3 Lease liability maturity analysis

Cost Accumulated depreciationCarrying amount

Gross lease paymentsInterestCarrying amount

A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has

sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value

of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension options

considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment

is made for inflation-indexed lease payment increases.

Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period

to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the

shorter of the asset’s useful life and the lease term on a straight line basis.

The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group's

‘right of use assets'. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension

options, but may also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of

managing the Group's retail intensity within different catchment areas. The majority of extension and termination options may only be exercised by the

Group and not by the landlord.

Material accounting judgements, estimates and assumptions

To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to

determine the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying

value of both the lease liabilities and right of use asset recognised in the balance sheet and corresponding expenses recorded in the income statement.

The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease

term when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in

a lease will be exercised.

The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year.

The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 5.02% (2023: 4.88%).

15

The Warehouse Group Integrated Annual Report 20245859Financial Statements
Notes to the Financial Statements – Financing and Capital Structure

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Financing and Capital Structure

For the 52 week period ended 28 July 2024

11.0 EQUITY

11.2 Bank and debt facilities

2023

2022

$ 000 $ 000

Cash and cash equivalents

28,330 24,999

Borrowings

(76,400)(66,150)

Net debt

(48,070)(41,151)

Committed bank credit facilities

470,000 420,000

Liquidity buffer

421,930 378,849

11.3 Contributed equity

Contributed EquityOrdinary Shares

2023

2022 2023

2022

$ 000 $ 000 000000

Share capital

365,517 365,517 346,843 346,843

Treasury shares

(5,282)(5,282)(1,489)(1,489)

Contributed equity

360,235 360,235 345,354 345,354

11.1 Capital management

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the Group’s

ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and maintain a liquidity

buffer (refer note 11.2).

The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means including

changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.

Externally imposed capital requirements

The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply with certain

quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease accounting standard.

The two principal covenants are:

(a) The gearing ratio will not exceed 60% during the first quarter ending October or exceed 50% in each of the remaining quarters of the year;

(b) Interest cover will not be less than 2 times operating profit.

The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year.

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a

winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached to

the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.

The Group’s liquidity policy is to have a minimum liquidity buffer of $300 million and an optimal range of between $350 million to $450 million.


Sustainability Linked Loans

The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the Loan

Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs is linked to the

achievement of mutually agreed sustainability targets that span a 4 year period. There are four sustainability targets and the facility pricing can be reduced by a

maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.

There were no changes to the Group's contributed equity during the current year and previous year.

11.4 Reserves

Note2023 2022

$ 000 $ 000

Cash flow hedge reserve

(767)12,560

Foreign currency translation reserve

(27)179

Share based payments reserve

13.0 804


Reserves

10 12,739

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The

cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or

depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement of

changes in equity and accounting policies detailed in note 12.2).

Foreign currency translation reserve

Exchange differences arising on translation of the Group's subsidiaries in India and China are recognised in other comprehensive income and accumulated

in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.

Share based payments reserve

Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan are

measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at grant

date of the share right's are independently determined using an appropriate valuation model that takes into account the terms and conditions upon which

they were granted. (Note 13.0 provides further details regarding the plan and fair value calculations).

This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income statement.

Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury shares allotted to settle

the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated statement of

changes in equity).

11.5 Minority interest

2023 2022

$ 000 $ 000

Opening balance

(815)(2,694)

Net profit/(loss) attributable to minority interest

127 (2,223)

Minority put options exercised

1,688 4,227

Dividends paid to minority shareholders

(50)(125)

Closing balance

950 (815)

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the minority shareholder owns less than 50% of outstanding shares and has no

control over decisions. Minority interests are measured based on the minority shareholder's proportionate share of the net asset value of the subsidiary.

At balance date minority shareholders held a 50% (2022: 50%) shareholding in ChocolateWorks and in the prior year a 3.0% shareholding in TheMarket.com. In August

2022 the Group acquired the remaining 3.0% minority shareholding in TheMarket.com for a consideration of $691,200 through exercising an existing put option.


Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2024

11.0 EQUITY

11.1 Capital management

11.2 Bank and debt facilities2024 2023

$ 000 $ 000

Cash and cash equivalents32,204 28,330

Borrowings(82,900)(76,400)

Net debt(50,696)(48,070)

Committed bank credit facilities470,000 470,000

Liquidity buffer419,304 421,930

11.3 Contributed equity

2024 2023 2024 2023

$ 000 $ 000 $ 000 $ 000

Share capital365,517 365,517 346,843 346,843

Treasury shares(5,282)(5,282)(1,489)(1,489)

Contributed equity360,235 360,235 345,354 345,354

There were no changes to the Group's contributed equity during the current year and previous year.

Contributed equityOrdinary shares

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the

Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and

maintain a liquidity buffer (refer note 11.2).

The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means

including changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.

Externally imposed capital requirements

The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply

with certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease

accounting standard. The two principal covenants are:

1) The gearing ratio will not exceed 60% during the four month period ending November or exceed 50% for the remainder of the year;

2) Interest cover will not be less than 2 times operating profit.

The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year. On the basis of

next year’s challenging economic outlook and financial performance remaining uncertain the Group has taken pre-emptive action after balance date,

with the support of its funding providers to change the interest cover ratio for the next financial year and for the first 3 quarters of the following 2026

financial year. During this period, the revised interest cover ratio will be calculated using operating profit plus depreciation, while the gearing ratio

remains unchanged. Depreciation for the purposes of the cover ratio calculation includes software amortisation, but excludes ‘right of use asset’

amortisation. The revised interest cover ratios are:

1) Interest cover will not be less than 5.0 times operating profit plus depreciation, for the 2025 financial year.

2) Interest cover will not be less than 5.5 times operating profit plus depreciation, for the first 3 quarters of the 2026 financial year.

The interest cover ratio will revert to the previous interest cover ratio (based on operating profit exceeding net interest by at least 2 times) after 21

months, or earlier if the operating profit exceeds net interest by more than 4 times for any two consecutive quarterly balance dates.

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus

on a winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting

rights attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the

benefit of the Group.

The Group’s liquidity policy is to have a minimum liquidity buffer of $250 million (2023: $300 million) and an optimal range of between $300 million to

$400 million (2023: $350 million to $450 million). The Group lowered the liquidity policy limits in May 2024 by $50 million following the disposal of the

Torpedo7 business (refer note 17) inline with the reduced funding commitments. The Group has $450 million of debt facilities maturing beyond 12

months after negotiating the extension of two debt facilities ($85 million) in September 2024 and cancelling $20 million of facilities, effective from

November 2024.

Sustainability Linked Loans

The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the

Loan Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs are

linked to the achievement of mutually agreed sustainability targets that span a 4 year period. There are five sustainability targets and the facility pricing

can be reduced by a maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.

16


Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2024

11.4 Reserves

Note

2024 2023

$ 000 $ 000

Cash flow hedge reserve


6,361 (767)

Foreign currency translation reserve220 (27)

Share based payments reserve

13.0

- 804

Reserves6,581 10

11.5 Minority interest2024 2023

$ 000 $ 000

Opening balance950 (815)

Net profit attributable to minority interest417 127

Minority put options exercised- 1,688

Dividends paid to minority shareholders(183)(50)

Closing balance1,184 950

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The

cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or

depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement

of changes in equity and accounting policies detailed in note 12.2).

Foreign currency translation

Exchange differences arising on translation of the Group's subsidiaries in India and China are recognised in other comprehensive income and

accumulated in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.

Share based payments reserve

Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan

are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at

grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and conditions

upon which they were granted. (Note 13.0 provides further details regarding the plan and fair value calculations).

This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income

statement. Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury shares allotted

to settle the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated

statement of changes in equity).

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the minority shareholder owns less than 50% of outstanding shares and has

no control over decisions. Minority interests are measured based on the minority shareholders proportionate share of the net asset value of the

subsidiary.

At balance date minority shareholders held a 50% (2023: 50%) shareholding in ChocolateWorks, a manufacturer of chocolate confectionery located in

Waikato.

17


Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2024

11.0 EQUITY

11.1 Capital management

11.2 Bank and debt facilities2024 2023

$ 000 $ 000

Cash and cash equivalents32,204 28,330

Borrowings(82,900)(76,400)

Net debt(50,696)(48,070)

Committed bank credit facilities470,000 470,000

Liquidity buffer419,304 421,930

11.3 Contributed equity

2024 2023 2024 2023

$ 000 $ 000 $ 000 $ 000

Share capital365,517 365,517 346,843 346,843

Treasury shares(5,282)(5,282)(1,489)(1,489)

Contributed equity360,235 360,235 345,354 345,354

There were no changes to the Group's contributed equity during the current year and previous year.

Contributed equityOrdinary shares

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the

Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and

maintain a liquidity buffer (refer note 11.2).

The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means

including changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.

Externally imposed capital requirements

The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply

with certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease

accounting standard. The two principal covenants are:

1) The gearing ratio will not exceed 60% during the four month period ending November or exceed 50% for the remainder of the year;

2) Interest cover will not be less than 2 times operating profit.

The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year. On the basis of

next year’s challenging economic outlook and financial performance remaining uncertain the Group has taken pre-emptive action after balance date,

with the support of its funding providers to change the interest cover ratio for the next financial year and for the first 3 quarters of the following 2026

financial year. During this period, the revised interest cover ratio will be calculated using operating profit plus depreciation, while the gearing ratio

remains unchanged. Depreciation for the purposes of the cover ratio calculation includes software amortisation, but excludes ‘right of use asset’

amortisation. The revised interest cover ratios are:

1) Interest cover will not be less than 5.0 times operating profit plus depreciation, for the 2025 financial year.

2) Interest cover will not be less than 5.5 times operating profit plus depreciation, for the first 3 quarters of the 2026 financial year.

The interest cover ratio will revert to the previous interest cover ratio (based on operating profit exceeding net interest by at least 2 times) after 21

months, or earlier if the operating profit exceeds net interest by more than 4 times for any two consecutive quarterly balance dates.

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus

on a winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting

rights attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the

benefit of the Group.

The Group’s liquidity policy is to have a minimum liquidity buffer of $250 million (2023: $300 million) and an optimal range of between $300 million to

$400 million (2023: $350 million to $450 million). The Group lowered the liquidity policy limits in May 2024 by $50 million following the disposal of the

Torpedo7 business (refer note 17) inline with the reduced funding commitments. The Group has $450 million of debt facilities maturing beyond 12

months after negotiating the extension of two debt facilities ($85 million) in September 2024 and cancelling $20 million of facilities, effective from

November 2024.

Sustainability Linked Loans

The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the

Loan Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs are

linked to the achievement of mutually agreed sustainability targets that span a 4 year period. There are five sustainability targets and the facility pricing

can be reduced by a maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.

16

The Warehouse Group Integrated Annual Report 20246061Financial Statements
Notes to the Financial Statements – Financial Risk Management

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Financial Risk Management

For the 52 week period ended 28 July 2024

12.1 Financial risk factors

The Group’s activities expose it to various financial risks including liquidity risk, credit risk and market risk. The Group’s overall risk management programme focuses

on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

The Group enters into forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas purchases.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies,

evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management,

as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and

investing excess cash.

Significant judgements and estimates

Valuation

The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair value, the Group

uses valuation techniques which rely on observable market data. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value measurements

as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.

Hedge effectiveness

When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases to test if the

hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged transaction to those of

the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.

12.0 FINANCIAL RISK MANAGEMENT

12.2 Derivative financial instruments

2023 2022

$ 000$ 000

Forward exchange contract assets

5,208 29,491

Forward exchange contract liabilities

(7,320)(668)

Derivative financial instruments

(2,112)28,823

Classified as:

Cash flow hedges

(1,066)17,444

Fair value hedges

(1,046)11,379

Derivative financial instruments

(2,112)28,823

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method

of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management

objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also documented, of whether

the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of

hedged items.

Cash flow hedges

The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective

portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge reserve.

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

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the

forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred in

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

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss

existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When

a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income

statement.

Fair value hedges

The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in the

fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair

value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the hedge is

not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the income statement as a foreign exchange

gain or loss.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge

accounting are recognised immediately in the income statement.

+ 10 percent

Foreign currency sensitivity table

NoteAmountProfit Equity Profit Equity

At 30 July 2023

$ 000$ 000$ 000$ 000$ 000

Foreign currency trade creditors

8.3 (72,668)4,756 4,756 (5,814)(5,814)

Derivative financial instruments

Currency forward contracts – cash flow hedges

12.2 (1,066)


(23,071)


28,207

Currency forward contracts – fair value hedges

12.2 (1,046)(4,720)(4,720)5,770 5,770

Total increase/(decrease)

36 (23,035)(44)28,163

At 31 July 2022

Foreign currency trade creditors

8.3 (113,722)7,443 7,443 (9,098)(9,098)

Derivative financial instruments

Currency forward contracts – cash flow hedges

12.2 17,444


(20,033)


24,488

Currency forward contracts – fair value hedges

12.2 11,379 (7,413)(7,413)9,061 9,061

Total increase/(decrease)

30 (20,003)(37)24,451

12.3 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial obligations when

they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity position based on expected cash flows

to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group maintains funding flexibility by maintaining availability using

committed credit lines. The Group’s liquidity policy and committed credit facilities at balance date are detailed in note 11.1.

The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities – refer note 10.3).

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying amount

of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in accordance with

specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least A (2022: A).

The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable balances are

monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when changes in economic, industry or

geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure. As the

Group transacts with a diversity of counterparties it does not have any significant exposure to any individual customers, industry or economic sector.

12.5 Market risk

Foreign exchange risk

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and manage

the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly probable forecast

purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved Treasury Policy to manage this foreign

exchange risk. The policy parameters for hedging forecast currency exposures are:

• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months

• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon.

Currency position at balance date

Carrying ValueNotional Amount (NZD)Average Exchange Rate12 Month Hedge Level

2023 2022 2023 2022 2023 2022 2023 2022

$ 000$ 000$ 000$ 000CENTSCENTS%%

Currency forward contracts

Buy US dollars/Sell New Zealand dollars

(2,112)28,823 437,383 397,213 0.61250.6742 74.7 68.9

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6156 (2022: $0.6290).

The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative) impact

of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.

Liabilities/(assets)

0 – 6 Months7 – 12 Months

Total

Note2023 2022 2023 2022 2023 2022

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

Trade and other payables

8.3 407,339 480,596

– –

407,339 480,596

Derivatives – gross settled

(currency exchange contracts)

– outflow

12.5 260,005 223,430 177,378 173,783 437,383 397,213

– inflow

(256,490)(244,543)(178,702)(181,254)(435,192)(425,797)

Financial liabilities and derivatives

410,854 459,483 (1,324)(7,471)409,530 452,012


Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 28 July 2024

12.0 FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors

12.2 Derivative financial instruments

2024 2023

$ 000 $ 000

Forward exchange contract assets10,786 5,208

Forward exchange contract liabilities(78)(7,320)

Derivative financial instruments10,708 (2,112)

Classified as:

Cash flow hedges

8,834 (1,066)

Fair value hedges1,874 (1,046)

Derivative financial instruments10,708 (2,112)

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value.

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of

the item being hedged. For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk

management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also

documented, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in

fair values or cash flows of hedged items.

Cash flow hedges

The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective

portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge

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

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the

forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred

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

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or

loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the

income statement.

Fair value hedges

The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in

the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in

the fair value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the

hedge is not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the Income Statement as a

foreign exchange gain or loss.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for

hedge accounting are recognised immediately in the income statement.

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

programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

The Group enters into forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas purchases.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury

identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall

risk management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative

financial instruments and investing excess cash.

Material accounting judgements, estimates and assumptions

Valuation

The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the

fair value the Group uses valuation techniques which rely on observable market data. For accounting purposes (NZ IFRS 13) these valuations are

deemed to be Level 2 fair value measurements as they are not derived from a quoted price in an active market but, rather a valuation technique that

relies on other observable market data.

Hedge effectiveness

When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases

to test if the hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged

transaction to those of the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.

18


Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 28 July 2024

12.3 Liquidity risk

Liabilities/(assets)

Note

2024 2023 2024 2023 2024 2023

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

Borrowings

11.2

82,900 76,400 - - 82,900 76,400

Trade and other payables

8.3

461,453 407,339 - - 461,453 407,339

- outflow

12.5

220,883 260,005 146,322 177,378 367,205 437,383

- inflow(227,221)(256,490)(151,052)(178,702)(378,273)(435,192)

Financial liabilities and derivatives538,015 487,254 (4,730)(1,324)533,285 485,930

12.4 Credit risk

12.5 Market risk

Currency position at balance date

2024 2023 2024 2023 2024 2023 2024 2023

$ 000 $ 000 $ 000 $ 000 Cents Cents Percentage Percentage

Forward exchange contracts

Buy US dollars/Sell New Zealand dollars

10,708 (2,112)367,205 437,383 0.60700.612569.674.7

Foreign currency sensitivity table

Note

AmountProfit Equity Profit Equity

At 28 July 2024

$ 000 $ 000 $ 000 $ 000 $ 000

Foreign currency trade creditors

8.3

(88,423)5,788 5,788 (7,074)(7,074)

Derivative financial instruments

Forward exchange contracts - cash flow hedges

12.2

8,834 - (18,476)- 22,583

Currency forward contracts - fair value hedges

12.2

1,874 (5,740)(5,740)7,016 7,016

Total increase/(decrease)48 (18,428)(58)22,525

At 30 July 2023

Foreign currency trade creditors

8.3

(72,668)4,756 4,756 (5,814)(5,814)

Derivative financial instruments

Forward exchange contracts - cash flow hedges

12.2

(1,066)- (23,071)- 28,207

Forward exchange contracts - fair value hedges

12.2

(1,046)(4,720)(4,720)5,770 5,770

Total increase/(decrease)36 (23,035)(44)28,163

+ 10 percent- 10 percent

0 - 6 Months7 - 12 MonthsTotal

Derivatives - gross settled

(forward exchange contracts)

Carrying valueNotional amount (NZD)Average exchange rate0 to 12 month hedge level

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial

obligations when they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity

position based on expected cash flows to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group

maintains funding flexibility by maintaining availability using committed credit lines. The Group’s liquidity policy and committed credit facilities at balance

date are detailed in note 11.1.

The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities - refer note 10.3).

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the

carrying amount of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and

transactions with financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in

accordance with specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit

rating of at least A (2023: A).

The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable

balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when

changes in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in

relation to the Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does not have any significant exposure to any

individual customers, industry or economic sector.

Foreign exchange risk

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. To protect against exchange rate movements and

manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly

probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved

Treasury Policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:

• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months

• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon.

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.5892 (2023: $0.6156).

The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the

positive/(negative) impact of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.

19

The Warehouse Group Integrated Annual Report 20246263Financial Statements
Notes to the Financial Statements – Other Disclosures

For the 52 week period ended 28 July 2024

Notes to the Financial Statements – Other Disclosures

For the 52 week period ended 28 July 2024

13.0 KEY MANAGEMENT13.0 KEY MANAGEMENT

14.0 COMMITMENTS14.0 COMMITMENTS

16.0 RELATED PARTIES16.0 RELATED PARTIES

15.0 CONTINGENT LIABILITIES15.0 CONTINGENT LIABILITIES

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial Markets

Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2022: 9) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial Markets

Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2022: 9) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

In addition, J W M Journee and R J Tindall each received fees of $6,875 (2022: $13,750) and D R Hamilton a fee of $6,875 (2022: $7,563) in their capacities as

directors of a Group subsidiary company (TheMarket.Com Limited).

In addition, J W M Journee and R J Tindall each received fees of $6,875 (2022: $13,750) and D R Hamilton a fee of $6,875 (2022: $7,563) in their capacities as

directors of a Group subsidiary company (TheMarket.Com Limited).

Share based compensation

The Group granted share rights as a retention incentive to the CEO and five members of the Group's senior leadership in October 2022 and November 2022

respectively. For each share right the participant is eligible to be issued or transferred, for nil consideration 1 share on the vesting date (together with dividend

equivalents), providing certain non-market performance conditions are met. The participants will be delivered the shares net of tax, with the number of pre-tax

shares to be delivered reduced by the number of shares equal to the participant's PAYE obligation.

Share based compensation

The Group granted share rights as a retention incentive to the CEO and five members of the Group's senior leadership in October 2022 and November 2022

respectively. For each share right the participant is eligible to be issued or transferred, for nil consideration 1 share on the vesting date (together with dividend

equivalents), providing certain non-market performance conditions are met. The participants will be delivered the shares net of tax, with the number of pre-tax

shares to be delivered reduced by the number of shares equal to the participant's PAYE obligation.

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No amounts

owed by related parties have been written off or forgiven during the period.

During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No amounts

owed by related parties have been written off or forgiven during the period.

Directors’ fees

2023 2022

$ 000$ 000

J Withers (Chair)

183 177

A J Balfour

119 112

W K Easton (resigned May 2022)

– 75

D R Hamilton

114 111

J W M Journee

104 98

C M Rainsford (appointed August 2022)

84 –

J M Raue

124 116

R E Taulelei

114 104

R J Tindall

94 91

Total

936 884

Directors’ fees

2023 2022

$ 000$ 000

J Withers (Chair)

183 177

A J Balfour

119 112

W K Easton (resigned May 2022)

– 75

D R Hamilton

114 111

J W M Journee

104 98

C M Rainsford (appointed August 2022)

84 –

J M Raue

124 116

R E Taulelei

114 104

R J Tindall

94 91

Total

936 884

20232022

$ 000$ 000

Standby letter of credit

17,500 17,500

Bank guarantees provided to landlords and the New Zealand Exchange Limited

315 456

Total contingent liabilities

17,815 17,956

20232022

$ 000$ 000

Standby letter of credit

17,500 17,500

Bank guarantees provided to landlords and the New Zealand Exchange Limited

315 456

Total contingent liabilities

17,815 17,956

Capital commitments

2023 2022

$ 000 $ 000

Within one year

8,387 17,628

Capital commitments

2023 2022

$ 000 $ 000

Within one year

8,387 17,628

Key management

Note2023 2022

$ 000$ 000

Base salary

7,045 7,157

Retention (cash settled)

3,126 –

Three year performance based compensation (cash settled)

438 1,629

Share based compensation

11.4 804 –

Termination benefits

– 846

Total

11,413 9,632

Key management

Note2023 2022

$ 000$ 000

Base salary

7,045 7,157

Retention (cash settled)

3,126 –

Three year performance based compensation (cash settled)

438 1,629

Share based compensation

11.4 804 –

Termination benefits

– 846

Total

11,413 9,632

Tranche 2 Tranche 1

Share rights granted

770,711 1,600,000

Lapsed

(167,546) –

Share rights at balance date

603,165 1,600,000

Date granted

November 2022October 2022

Vesting date

October 2025October 2026

Weighted average cost of equity (%)

8.5 8.9

Average share price at grant date ($)

3.01 3.13

Estimated fair value at grant date ($)

2.93 2.96

Tranche 2 Tranche 1

Share rights granted

770,711 1,600,000

Lapsed

(167,546) –

Share rights at balance date

603,165 1,600,000

Date granted

November 2022October 2022

Vesting date

October 2025October 2026

Weighted average cost of equity (%)

8.5 8.9

Average share price at grant date ($)

3.01 3.13

Estimated fair value at grant date ($)

2.93 2.96


Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2024

13.0 KEY MANAGEMENT

Directors' fees2024 2023

$ 000 $ 000

J Withers (Chair)183 183

A J Balfour119 119

A J Carter (appointed May 2024)27 -

D R Hamilton114 114

J W M Journee (appointed as interim Group CEO May 2024)82 104

C M Rainsford (appointed August 2022)94 84

J M Raue (resigned May 2024)103 124

R E Taulelei114 114

R J Tindall94 94

Total930 936

Key management

Note

2024 2023

$ 000 $ 000

Base salary7,752 7,045

Retention (cash settled)(575)3,126

Three year performance based compensation (cash settled)(1,758)438

Share based compensation

11.4

(804)804

Termination benefits4,145 -

Total8,760 11,413

Tranche 1 Tranche 2

Share rights granted1,600,000 770,711

Lapsed in 2023- (167,546)

Share rights at the end of the 2023 financial year1,600,000 603,165

Lapsed in 2024(1,600,000)(603,165)

Share rights at the end of the 2024 financial year- -

Date grantedOctober 2022November 2022

Expected vesting date (at grant date)October 2026October 2025

Weighted average cost of equity at grant date (%)8.9 8.5

Average share price at grant date ($)3.13 3.01

Estimated fair value at grant date ($)2.96 2.93

14.0 COMMITMENTS

Capital commitments2024 2023

$ 000 $ 000

Within one year903 8,387

15.0 CONTINGENT LIABILITIES

2024 2023

$ 000 $ 000

Standby letter of credit17,500 17,500

Bank guarantees provided to landlords and the New Zealand Exchange Limited315 315

Contingent liabilities17,815 17,815

16.0 RELATED PARTIES

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Key management includes the Directors of the Company and the members of the Group’s Leadership team, being the Group Chief Executive Officer and

his seven (2023: nine) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

The director fees for J W M Journee, in the table above, represent the fees paid to him as a non-executive director. These fees ceased in May 2024,

when he was appointed as interim Group CEO. The salary paid to him ($323,624) in this new role as Group CEO and executive Director is included in

the ‘Key Management’ remuneration table below.

Last year J W M Journee, D R Hamilton and R J Tindall also received fees of $6,875 each in their capacity as directors of a Group subsidiary company

(TheMarket.Com Limited), prior to resigning from these roles in March 2023.

During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No

amounts owed by related parties have been written off or forgiven during the period.

The expense recognised over prior years for the unvested three year incentive plan and long term retention plans (share and cash settled) was reversed

this year as the vesting criteria, which are based on internal performance hurdles and shareholder return targets, were not achieved.

Share based compensation

The Group granted share rights as a retention incentive to the CEO (Tranche 1) and five members of the Group's senior leadership

(Tranche 2) last year.

For each share right the participant was eligible to be issued or transferred for nil consideration one share on the expected vesting date (together with

dividend equivalents), if they remained with the Group and certain non-market performance conditions were achieved. The non-market performance

conditions were not achieved during the 2024 financial year and all outstanding share rights lapsed.

20


Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2024

17.0 DISCONTINUED OPERATIONS

Note

2024 2023

$ 000 $ 000

Retail sales94,545 162,200

Cost of retail goods sold(66,325)(113,707)

Gross profit28,220 48,493

Other income365 257

Employee expense(24,178)(38,582)

Depreciation and amortisation expense(5,423)(10,805)

Other operating expense(12,168)(19,596)

Operating loss(13,184)(20,233)

Unusual items - loss on asset disposal and 2023 restructuring costs

17.2

(60,547)(374)

Loss before interest and tax(73,731)(20,607)

Interest expense

3.6

(5,644)(7,329)

Loss before tax(79,375)(27,936)

Income tax benefit

4.1

19,071 7,811

Loss from discontinued operations(60,304)(20,125)

Cash flows from discontinued operations

Net cash flows from operating activities

(7,100)(20,795)

Net cash flows from investing activities(5,120)(4,252)

Net cash flows from financing activities11,826 24,981

17.2 Loss on the asset disposal

Note

2024

$ 000

Trade and other receivables


1,366

Inventories49,214

Working capital50,580

Property, plant, equipment and computer software9,731

Right of use assets

10.1

22,429

Book value of assets sold82,740

Gift cards and online fulfilment obligations(3,795)

Lease liabilities

10.2

(24,117)

Liabilities assumed by the purchaser(27,912)

Net assets sold54,828

Net working capital and other adjustments paid by the Group to the purchaser3,215

Redundancy and transaction costs2,504

Loss on net asset disposal before tax

17.1

60,547

Income tax benefit


(13,814)

Loss on net asset disposal after tax46,733

17.1 Torpedo7 results and cash flows

Torpedo7 loss on disposal

A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of

discontinued operations are presented separately as a single amount in the income statement.

At the date of the approval of the 2023 financial statements, management and the Board were committed to a turnaround plan for Torpedo7. By

November 2023 the performance of the business had not improved. Consequently, management and the Board then reviewed a number of alternatives,

including indicative exit options and a revised plan to continue trading the business. While these options were being considered, the Group received an

unsolicited indicative proposal from Tahua Partners Limited to purchase the Torpedo 7 business assets.

The Group weighed this option against other alternatives, before commencing a period of negotiations. These negotiations concluded in February 2024

when the Group signed an agreement to sell the Torpedo7 business assets, with effect from the end of March 2024. The Torpedo7 business, previously

reported as a separate retail brand (as part of note 2), is accordingly reclassified as a discontinued operation. The Torpedo7 results and cash flows are

as follows:

The agreement with Tahua Partners signed in February 2024 (see above) transferred control of the Torpedo7 business and specified business assets

to Tahua from the end of March 2024, for a consideration of $1. The business assets included plant and equipment, inventory, inventory prepayments,

the Torpedo7 brand and Tahua also assumed the obligations for most store leases, honouring gift cards, customer orders not yet delivered and

customer returns. The majority of the permanent Torpedo7 team were offered employment by Tahua, however where staff were not employed by

Tahua, impacted team members received redundancy compensation. The Group incurred a $60.5 million pre-tax loss on the disposal of the business

assets. The composition of how the loss arose is detailed below.

21

The Warehouse Group Integrated Annual Report 20246465
Our opinion

In our opinion, the accompanying financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group),

present fairly, in all material respects, the financial position of the Group as at 28 July 2024, its financial performance and its cash flows for

the 52 week period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group’s financial statements comprise:

●• ●the consolidated balance sheet as at 28 July 2024;

●• the consolidated income statement for the 52 week period then ended;

●• the consolidated statement of comprehensive income for the 52 week period then ended;

●• the consolidated statement of changes in equity for the 52 week period then ended;

●• the consolidated statement of cash flows for the 52 week period then ended; and

●• the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

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

Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

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

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and

the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of agreed-upon procedures at the Annual Shareholders' Meeting and agreed-upon

procedures relating to the calculations of the Negative Pledge Agreement. In addition, certain partners and employees of our firm may deal with

the Group on normal terms within the ordinary course of trading activities of the Group. The provision of these other services and relationships

have not impaired our independence as auditor of the Group.

Key audit matters

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

the current 52 week period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

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

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

The Warehouse Group Integrated Annual Report 20246667
Description of the key audit matterHow our audit addressed the key audit matter

Inventory valuation

The carrying value of the Group's inventory as at 28

July 2024 was $472.1 million with inventory provisions

of $13.3 million.

To value inventory, the Group measures inventory

at the lower of cost and net realisable value by

deducting provisions from the cost of inventory which

are determined based on various factors including

historical data, current selling trends and product

information from buyers within the business.

Determining the appropriate level of provisions

involves judgement, including management's

expectations of future sales levels and pricing. Due to

the judgements involved in estimating the inventory

provisions, and the significance of the inventory

balance, this is an area of focus for the audit and a key

audit matter.

Note 8.1 of the financial statements describes the

accounting policy for inventory and the judgements

and estimates applied by management to determine

the inventory provisions.

We have updated our understanding of the key processes and controls

surrounding inventory provisioning and assessed the design and

implementation of relevant controls, in particular controls over the cyclical

count process.

Our procedures to audit the inventory provisions included the following:

• observing management's stocktake procedures, throughout the period, at

a sample of selected locations, to confirm existence of inventory and that

aged and clearance items were identified and accounted for;

• performing risk assessment analytics at an inventory category level by

assessing how the provisions as a percentage of total stock on hand for this

period compares to the prior period, and understanding the rationale for

material or unexpected changes;

• holding discussions with management to understand and corroborate the

assumptions used to estimate inventory provisions;

• assessing management’s ability to forecast accurately by comparing

inventory provisions in the prior period against actual inventory write-offs in

the current period;

• on a sample basis, testing that finished goods were valued at the lower of

cost or net realisable value by comparing the recorded value to the most

recent retail price less the cost to sell;

• on a sample basis, inspecting the inventory ageing schedules and checking

whether provisions were recorded for aged stock in accordance with Group

policy; and

• performing a reasonableness test of the shrinkage provisions by comparing

the provision against the actual shrinkage for the 52 week period.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

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

Loss on sale of the business of Torpedo7 Limited and

presentation as a discontinued operation

As described in Note 17.0 to the financial statements,

on 31 March 2024 the Group completed the sale of the

business and certain assets of its subsidiary, Torpedo7

Limited (Torpedo7’s business), to Tahua Partners Limited

for consideration of $1. The transaction resulted in a

loss on net asset disposal before tax of $60.5 million as

disclosed in Note 17.2.

Management has applied judgement in determining

that the sale of the business represents a separate

major line of business or geographic area and therefore

meets the criteria of a discontinued operation. Torpedo7

has been presented as a discontinued operation in the

financial statements.

Due to the significance of the transaction to the users

of the financial statements, the material impact on the

financial statements with regard to presentation and the

significant audit effort required in respect of the loss

recognised on the sale, this is a key audit matter.

We have held discussions with management to understand the transaction.

We obtained an understanding of the key management processes and

certain controls over the determination of the loss on sale of Torpedo7’s

business. Our procedures to audit the loss on sale and presentation in the

financial statements included the following:

• reading the sales and purchase agreement (SPA) to obtain an

understanding of the key terms and conditions;

• obtaining and confirming the mathematical accuracy of the settlement

statement;

• agreeing the assets and assumed liabilities included in the settlement

statement to underlying financial records and, on a sample basis, testing

its accuracy and completeness;

• inspecting a sample of stock counts performed, as required by the SPA, to

confirm existence of inventory at the time of sale;

• involving an auditor’s expert to consider whether the terms under which

leases are assigned allow for the derecognition of the relevant lease

liabilities;

• assessing management’s judgement that Torpedo7’s business represents

a separate major line of business or geographic area for the Group and

accordingly whether it meets the criteria of a discontinued operation; and

• considering the appropriateness of presentation and disclosures in the

financial statements.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

The Warehouse Group Integrated Annual Report 20246869
Overall group materiality: $11,500,000, which represents approximately 0.4% of total revenues.

We chose total revenues as the benchmark because, in our view, it is a key financial statement

metric used in assessing the performance of the Group and it is a generally accepted benchmark.

Full scope audits were performed for two of the five trading entities within the Group based on

their financial significance.

Specified audit procedures and analytical review procedures were performed on the remaining

entities and on consolidation entries.

As reported above, we have two key audit matters, being:

• Inventory valuation

• Loss on sale of the business of Torpedo7 Limited and presentation as a discontinued operation

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

particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that

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

management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented

a risk of material misstatement due to fraud.

Materiality

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

the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if,

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

statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for

the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of our

audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on

the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole,

taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

Materiality

Group Scoping

Key Audit

Matters

Our audit approach

Overview

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report

(which includes the Climate-related Disclosures Report by way of cross-reference), but does not include the financial statements and our

auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance

with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but

is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

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

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

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

This description forms part of our auditor’s report.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited




Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we

do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work,

for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.

For and on behalf of:

Chartered Accountants Auckland

25 September 2024

The Warehouse Group Integrated Annual Report 20247071

At The Warehouse Group we are committed to the highest
standards of corporate governance and ethical conduct.

We believe that these values help to create sustainable long-term value for

our shareholders, build a strong team, improve the experience we offer our

customers and contribute to our place within the wider community.

This corporate governance statement provides an overview of the policies and

processes that are in place at The Warehouse Group Limited (the Company)

which ensure that the highest standards of corporate governance are

maintained. The Company notes and supports the updated NZX Corporate

Governance Code dated 1 April 2023 (NZX Code). This statement follows the

structure of the NZX Code and addresses its recommendations. As at the date

of the publication of this Annual Report, the Company considers its governance

practices are compliant with the NZX Code. The Company’s constitution, the

Board and committee charters, codes and policies referred to in this statement

are available at www.thewarehousegroup.co.nz/aboutus/corporate-governance.

GOVERNANCE

REPORT

72The Warehouse Group Integrated Annual Report 202473Governance Report

Robert (Robbie) Tindall
BA, BSc

Non-Executive Director

Robbie was elected as a director

of the Group in November 2020,

having previously been Sir Stephen

Tindall’s alternate director since

2017. He studied Arts and Science

at the University of Auckland

before spending eight years at The

Warehouse in various merchandise

and buying roles. Since 2011 Robbie

has been an investment director

at K One W One, a family-owned

investment company, where

his involvement in some of New

Zealand’s most exciting technology

and innovation companies sees him

uniquely placed in understanding

a broad range of technology trends

as they come to market. Robbie

is also a Trustee of The Tindall

Foundation and the Finn Lowery

Foundation.

COMMITTEES

• Disclosure Committee

• Corporate Governance and

Nominations Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee


OTHER DIRECTORSHIPS

• K One W One Limited

• Foundation Services Limited 

• The Tindall Foundation

( Trus te e)

• Finn Lowery Foundation

( Trus te e)

Antony (Tony) Carter

CNZM, BE (Hons), ME, MPhil

Independent Non-Executive Director

Tony was appointed as an

independent director in May 2024.

He has a broad range of experience

in governance across the consumer,

industrial services, infrastructure

and energy sectors. Tony currently

chairs the boards of My Food Bag

Group Limited, Skin Institute Holding

Company Limited, Datacom Group

Limited, TR Group Limited and The

Interiors Group Holdco Limited

and is a director of Ravensdown

Limited. His previous directorships

include roles at Fisher & Paykel

Healthcare, Air New Zealand Limited,

Fletcher Building Limited, ANZ Bank

New Zealand Limited, and Vector

Limited. He has previously served as

managing director of supermarket

operator Foodstuffs Auckland and

Foodstuffs New Zealand. In 2020 he

was made a Companion of the New

Zealand Order of Merit for services to

business governance.

COMMITTEES

• Health, Safety and Wellbeing

Committee (Chair)

• Audit and Risk Committee

OTHER DIRECTORSHIPS

• My Food Bag Group Limited

• Skin Institute Holding Company

Limited

• Datacom Group Limited

• TR Group Limited

• The Interiors Group Holdco

Limited

• Ravensdown Limited

Joan Withers DNZM, MBA,

CFinstD

Chair

Independent Non-Executive Director

Dame Joan has been a professional

director for more than 20 years

and spent over 25 years working

in the media industry, previously

holding CEO positions at The Radio

Network and Fairfax Media. In

addition to her Chair role with The

Warehouse Group, Joan is also a

director of ANZ Bank New Zealand

Limited, Origin Energy Limited and

Sky Network Television Limited and

Chair of the Appointments Panel for

Fonterra farmer-elected directors.

She has previously held Chair

positions at Television New Zealand

Limited and Auckland International

Airport Limited. Joan is a Trustee of

the Sweet Louise Foundation. She

is also co-founder and a director of

On Being Bold Limited, a group of

senior businesswomen working to

help New Zealand women fulfil their

career potential in tandem with

enjoying a fulfilling personal life.

COMMITTEES

• Corporate Governance and

Nomination Committee (Chair)

• Audit and Risk Committee

• Disclosure Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Sky Network Television Limited

• ANZ Bank New Zealand Limited

• Sweet Louise Foundation

( Trus te e)

• Origin Energy Limited

• On Being Bold Limited

Dean Hamilton BCA

Independent Non-Executive Director

Dean has significant CEO and

financial markets experience. Most

recently he was CEO of Silver Fern

Farms Limited, where he led the

business successfully through

a period of significant change

and improvement in financial

performance, staff and supplier

engagement, sustainability, and

consumer trust in brand. Dean's

prior experience includes 12

years at global investment bank

Deutsche Bank, working in both

Australia and New Zealand,

where he advised a wide range

of companies on mergers and

acquisitions, capital management,

corporate restructuring and

capital raising.

 

COMMITTEES

• Audit and Risk Committee

(Chair)

• Disclosure Committee (Chair)

• Health, Safety and Wellbeing

Committee

• Corporate Governance and

Nomination Committee


OTHER DIRECTORSHIPS

• Fulton Hogan Limited (Chair)

• Auckland International Airport

Limited

• Tappenden Holdings Limited

• Ryman Healthcare Limited

(Executive Chair)

Caroline Rainsford BCom

Independent Non-Executive Director

Caroline is the Country Director

for Google NZ, where she is

responsible for driving the overall

revenue and business strategy

for New Zealand. Partnering with

government, policy teams and New

Zealand business leaders, she is

focused on helping New Zealand

businesses grow and transform

in the digital age. Prior to joining

Google in 2017, Caroline was the

Marketing and Product Director

for the Latitude NZ (previously GE

Capital) business as well as the

Brand Director for the Australian

and New Zealand regions. Her

earlier career included roles

with Philips Royal Electronics

in the Middle East, Turkey and

Africa. Caroline holds a Bachelor

of Commerce (Hons) from the

University of Auckland.

COMMITTEES

• Health, Safety and Wellbeing

Committee

• People and Remuneration

Committee

Rachel Taulelei LLB

Ngāti Raukawa ki te Tonga, Ngāti Rārua

Independent Non-Executive Director

Rachel is a prominent business

leader and a strong advocate for

the Māori economy, values-based

business models, and New Zealand’s

food and beverage industry. Her

commitment to kaitiakitanga has

been evident throughout her career,

as founder of sustainable seafood

company Yellow Brick Road in 2006,

to her time as CEO of Māori-owned

food and beverage company Kono,

and now in her current role as

co-founder of business design and

brand strategy firm Oho. Rachel

has held a number of governance

roles, with a particular expertise in

primary industries. She presently

chairs Moana NZ and the Wellington

Regional Stadium Trust, serves as

a director on the board of Sealord

Group Limited and ANZCO Foods

Limited, is a member of the APEC

Business Advisory Council, acts as

an advisor to venture capital firm

Movac and chairs the Fonterra

Sustainability Panel.

COMMITTEES

• Environmental and Social

Sustainability Committee

(Chair)

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Wellington Regional Stadium

Trust (Chair)

• Moana NZ (Chair)

• Sealord Group Limited

• ANZCO Foods Limited

• Movac (Advisory Board

Member)

• Movac Fund 5 LP

(Limited Partner)

• New Zealand APEC Business

Advisory Council (Member)

• Fonterra Sustainability Panel

(Chair)

• Huia Publishing, Advisory

Board

• NZ Story, Māori Advisory

Group

• Tokomanawa Queens (Chair/

Owner)

• Tokomanawa Queens

Foundation (Chair)

Jeremy O’Brien BCom (Hons)

Future Director

Jeremy is a highly experienced

senior executive who excels

in commercial strategy, sales

and marketing, with significant

business experience across a

number of industries ranging

from aviation, financial services,

telecommunications, food and

beverage and media. He holds

the position of General Manager,

International Airline at Air New

Zealand, where he is responsible

for Commercial, Customer and

Airport operations delivery across

Air New Zealand’s international

network. Prior to this Jeremy held

the position of General Manager,

Brand and Marketing where

he led the group brand and

marketing division for Air New

Zealand comprising global brand

strategy, marketing strategy,

digital marketing, retail marketing,

loyalty marketing, social media,

tourism, regional affairs, cultural

affairs, customer research

and in-house media planning

and strategy. He completed

an Accelerated Development

Programme at the London

Business School in 2011 and has

a BCom (Hons) in Marketing from

the University of Otago. Jeremy

joined The Warehouse Group as a

Future Director in April 2023, and

attends the Board and Audit and

Risk Committee meetings as an

observer.

Antony (Tony) Balfour BCom

Independent Non-Executive Director

Tony has extensive global retail

and eCommerce experience with

a strong track record in a diverse

range of industries. His executive

career included leadership roles

at Nike, Lion Nathan, Seel.com,

Monster.com and Icebreaker

Apparel. Tony’s governance

career has previously included

independent director roles at Silver

Fern Farms, Methven Limited, and

Mt Difficulty Wines among others.

He is currently on the boards of

Les Mills International Limited,

RealNZ Limited, Pioneer Energy

Limited and Ravensdown Ventures

Limited.

COMMITTEES

• People and Remuneration

Committee (Chair)

• Corporate Governance and

Nominations Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Les Mills International Limited

• RealNZ Limited

• Pioneer Energy Limited

• Ravensdown Ventures Limited

FUTURE DIRECTOR

John Journee

BCom, CFinstD, MAICD

Executive Director

John was appointed Interim CEO in

May 2024. Upon this appointment

he ceased to be an Independent

Director, but has continued as an

Executive Director of the Company.

John has had an extensive retail

career, including executive

experience across sectors that

span general merchandise,

fashion apparel, FMCG, consumer

electronics, telecommunications,

hospitality and electricity

retailing. His career has included

15 years with The Warehouse

Group, starting as a joint-venture

partner in 1990 and progressing

through senior roles in operations,

marketing, merchandise,

international sourcing and business

development. John has also held

CEO roles with Noel Leeming and

foodservice distributor Southern

Hospitality.

COMMITTEES

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

• Disclosure Committee

OTHER DIRECTORSHIPS  

• Farmlands Society

• Colonial Motor Company

Limited

• Data Insights Group,

Advisory Board

OUR BOARD

The Warehouse Group Integrated Annual Report 20247475Our Board

EXECUTIVE LEADERSHIP TEAM
Richard Parker

Chief Human Resources Officer

Richard joined The Warehouse

Group in March 2019 as General

Manager, People Experience,

Remuneration and Employee

Relations. In August 2020, he

was promoted to Chief Human

Resources Officer. Richard is

responsible for attracting and

retaining world-class retail talent

by making The Warehouse Group

the best place to work in New

Zealand.

Previously, he held several senior

human resources and corporate

legal roles at a number of New

Zealand’s leading organisations.

Richard began his career as a

litigation lawyer at Chapman

Tripp before moving to Fletcher

Challenge as corporate legal

counsel where he was involved

in significant mergers and

acquisitions and corporate

restructuring activity for the

Forestry division.

Subsequent to Fletcher Challenge

Richard held senior HR roles at

Telecom (now Spark) as General

Manager, HR Service Delivery

and Assistant General Counsel

Employee Relations and then

Television New Zealand as General

Manager, People and Talent. He

holds an LLB (Hons) and MPhil

(Hons) from the University of

Auckland.

John Journee

BCom, CFinstD, MAICD

Executive Director

John was appointed Interim CEO in

May 2024. Upon this appointment

he ceased to be an Independent

Director, but has continued as an

Executive Director of the Company.

John has had an extensive retail

career, including executive

experience across sectors that

span general merchandise,

fashion apparel, FMCG, consumer

electronics, telecommunications,

hospitality and electricity

retailing. His career has included

15 years with The Warehouse

Group, starting as a joint-venture

partner in 1990 and progressing

through senior roles in operations,

marketing, merchandise,

international sourcing and business

development. John has also held

CEO roles with Noel Leeming and

foodservice distributor Southern

Hospitality.

Anna Shipley

Chief Corporate Affairs Officer

Anna leads our Corporate Affairs

function and strategic approach,

shaping and sharing the stories

that matter most to our business

and team, as well as with Kiwis

across the country.

She joined The Warehouse

Group in 2021 as the Chapter

Area Lead for Corporate Affairs

and was appointed to the Group

Leadership Team as the Chief

Corporate Affairs Officer in 2022.

Prior to joining The Warehouse

Group in 2021, she was General

Manager Corporate Affairs

at BNZ, as well as Director of

Communications for Nokia China

and APAC based in Beijing, and

Head of Communications for

Nokia UK based in London.

Executive Leadership Team

Mark Stirton

Chief Financial Officer

Mark joined us as Chief Financial

Officer in April 2024. Before this he

was the Chief Financial Officer at

Mr Price Group in South Africa, one

of the largest retailers there with

over 2,700 stores. Mark was with

Mr Price for almost 10 years, joining

the company as Group Finance

Head of Strategic Projects in June

2014 before moving into the Group

Financial Director role.

Prior to this, he was the Group

Commercial Manager of Strategic

Business Development and

Pharma Affairs at Pharma Group

for a year and managing director

of Eurotap Investments for eight

years. Mark’s career started at

PricewaterhouseCoopers (PwC) as

an articled clerk. He is a qualified

CA (SA) and FCMA with multiple

MBAs in accounting and finance,

digital business, as well as business

administration and management

from global universities, including

the University of Barcelona.

Tania Benyon

Executive General Manager

Merchandise

Tania began her retailing career

as a product manager for Noel

Leeming Group (NLG) in 1999,

becoming merchandise manager

for NLG before joining The

Warehouse Group when she

moved to Warehouse Stationery

in 2007 as General Manager

Merchandise.

In her role as Executive General

Manager Merchandising, Tania

is responsible for sourcing and

building the best assortment of

products for customers across

brands including The Warehouse,

Warehouse Stationery and

Noel Leeming.

Previously she held a range of

senior executive positions within

the Group, including Executive

General Manager Merchandise

and Marketing at The Warehouse,

and a director of the Group’s

chocolate subsidiary, Waikato

Valley Chocolate.

In 2014, Tania was appointed

CEO Group Sourcing Support in

addition to her role as Executive

General Manager Trading for

The Warehouse. In that role, she

oversaw the day-to-day trading of

The Warehouse as well as product

sourcing and supply across the

Group, leveraging its scope and

scale in the New Zealand market

to create and source innovative

products that Kiwis need at

everyday low prices.

Jason Bell

Chief Operating Officer Noel Leeming

Jason has spent three decades

working at Noel Leeming in a

variety of roles, starting in the

Merchandise Team as an Appliance

Buyer. He has held various buying

roles across Noel Leeming before

being appointed to Executive

General Manager of Merchandise

in 2002. In June 2024, Jason

stepped into the newly formed role

of Chief Operating Officer of Noel

Leeming, leading the team of over

1,500 people, and sitting on our

executive leadership team.


He has a strong retail background,

also working for Farmers Trading

Company Limited before joining

with Noel Leeming. Jason is proud

to continue the legacy of enriching

Kiwis' lives with exceptional

products and services, through our

team of passionate experts.

Jason holds a Postgraduate

Diploma in Business Administration

from the University of Auckland.

Ian Carter

Executive General Manager Operations

Ian joined The Warehouse Group

in 2019. Beginning in the role of

Executive General Manager of

Operations, he was appointed

Chief Store Operations Officer

in 2021. Ian is responsible for

developing and implementing

store operation strategies that

maximise store sales and deliver

exceptional in-store experiences

for our customers.

He has an extensive background

in leading large retail operations

and empowering customer service

and property teams. Ian moved

to New Zealand in 2019 from the

United Kingdom, where he held

leadership roles with McKesson,

Halfords and B&Q.

Before joining The Warehouse

Group, he was based in the UK at

McKesson, a large pharmaceutical

healthcare provider, as Director

of Operations. At McKesson, Ian

was responsible for reviewing

and redefining the Retail Support

Operations functions to help

deliver transformative change

within the group.

Prior to McKesson, he spent six

years at Halfords leading large

retail operations and empowering

customer service and property

teams. As Group Retail and

Property Director there, Ian was

responsible for the profitable

operation of 455 stores, managing

key teams and leading the

development and implementation

of the company's five-year

strategic plan.

Mark Anderton

Executive General Manager Sourcing

and Supply Chain

Mark joined the executive

leadership team in October

2023 as Chief Sustainability

and Sourcing Officer before

moving into the role of EGM

Sourcing and Supply Chain in

June 2024. He started out at

The Warehouse Hastings when

he was just 19 years old before

joining the fast-track management

programme at our Napier store.

Mark rose to Assistant Manager

in Napier and, after finishing his

accounting degree, he moved to

our head office where he worked

on operational efficiency projects,

as a buyer, and later as General

Manager of Home. He left the

Group for a while before returning

to lead our hardgoods sourcing

team and subsequently our global

sourcing team.

The progress Mark and his team

have made with suppliers, ethical

sourcing and growing our range

of sustainable products has been

significant. He is based in our

Chinese sourcing office in Shanghai

and visits New Zealand often.

The Warehouse Group Integrated Annual Report 20247677

This governance statement was approved by the Board on 25 September 2024
and is current as at that date.

Principle 1 – ETHICAL STANDARDS

“Directors should set high standards of ethical behaviour, model this behaviour and

hold management accountable for these standards being followed throughout the

organisation.”

The Company is committed to fostering the highest standards of ethical behaviour

and good conduct. We believe this is at the heart of having a reputation as a

trusted and respected company that promotes honesty, integrity and ethical

conduct across the organisation in decision-making and day-to-day behaviour.

Code of Ethics

The Company’s Code of Ethics sets out the standards of conduct expected of

everyone working at The Warehouse Group, including Directors, team members,

contractors and any other person engaged by the Company. The Code of Ethics

sets out the principles that guide decision-making and sets expectations of the

conduct that is consistent with the Company’s values and behaviours, business

goals and legal obligations. An introduction to the Code of Ethics forms part of the

induction and training process of new employees.

The Company has an external hotline and web address (managed by an

independent third party), which any employee can contact confidentially if they

wish to report any misconduct or other concerning behaviour at The Warehouse

Group, including breaches of the Code of Ethics.

The Code of Ethics also outlines the potential consequences of, and internal

reporting procedures for, any breaches. Sanctions for breaches may include serious

disciplinary action, removal from office and dismissal, to the extent permitted by

law and as appropriate given the specific circumstances.

The Code of Ethics is available in the Corporate Governance section of the

Company’s website.

Financial Products Trading Policy

The Company is committed to transparency and fairness in dealing with all its

stakeholders and to ensuring adherence to all applicable laws and regulations.

The Financial Products Trading Policy governs trading in the Company’s securities

by Directors, team members and other associated persons. The policy and timing

of black-out periods is set out in the Financial Products Trading Policy, which is

available in the Corporate Governance section of our website.

Principle 2 – BOARD COMPOSITION AND

PERFORMANCE

“To ensure an effective board, there should be a balance of independence, skills,

knowledge, experience and perspectives.”

Responsibilities of the Board

The central role of the Board is to set the strategic direction of the Company, to

select and appoint the Company’s Group Chief Executive Officer (CEO) and to

oversee the Company’s management and business activities, with the primary

objective to create and continue to build sustainable value for shareholders.

This requires consideration of and regular engagement with all stakeholders that

are critical to our success, including shareholders, employees, customers, suppliers

and communities, as determined by the Company and the Board.

The Board Charter, which is available in the Corporate Governance section of the

Company’s website, sets out how the Board will achieve its purpose. The Charter is

reviewed at least every two years and it was last reviewed in September 2024, with

the next review due in September 2026. The Board’s responsibilities, as described

in the Charter, are set out in the adjacent table.

Management and administration of the Company is undertaken by the Group CEO,

who is assisted by the executive leadership team, in accordance with the strategy,

plans and delegations approved by the Board. The Board has implemented

appropriate procedures to enable Management to undertake its delegated

duties and for performance to be assessed. More information can be found in the

Remuneration section on page 83.

Strategy and

Planning

• Set strategic direction and appropriate operating

frameworks

• Monitor Management’s performance within those

frameworks

People Resources• Ensure that the Board is and remains appropriately

skilled to meet the changing needs of the Company

• Ensure there are adequate resources available to meet

the Company’s objectives

• Appoint and remove the Group CEO and oversee

succession plans for the executive leadership team

• Set criteria for, and evaluate the performance of, the

Group CEO and approve their remuneration

• Annually review, approve and adopt the Diversity and

Inclusion Policy and diversity objectives, and measure

achievement against the objectives

Financial

Performance

and Risk

• Approve and monitor financial reporting and capital

management including the payment of dividends

• Monitor the financial solvency of the Company

• Subject to shareholder approval being granted, approve

the appointment and retention of the external auditor,

and fix the fees and expenses

• Ensure that effective risk management procedures are

in place and are being used

Health and Safety• Ensure, so far as is reasonably practicable, a safe

and healthy working environment is provided and

maintained for all employees, customers, contractors

and visitors

Ethical Behaviour

and Corporate

Governance

• Promote and authorise ethical and responsible

decision-making by the Company

• Ensure the Company has appropriate corporate

governance structures in place including standards of

ethical behaviour

• Approve timely and balanced communication to

shareholders

• Regularly review, approve and adopt the

environmental and social sustainability strategy, and

measure achievement against agreed key performance

indicators

Board responsibilities

79The Warehouse Group Integrated Annual Report 202478Governance Report

The Board

The Board comprises eight Directors: Joan Withers (Chair), John Journee

(Executive Director), Tony Balfour, Tony Carter, Dean Hamilton, Caroline

Rainsford, Rachel Taulelei and Robbie Tindall. Director profiles are

available on pages 74 to 75.

Chair

Joan Withers is the chair of The Warehouse Group Board. She was first

appointed in 2016 and is an independent, non-executive director whose

responsibilities include:

• Providing leadership to the Board and to the Company

• Ensuring the efficient organisation and conduct of the Board

• Monitoring Board performance annually

• Facilitating Board discussions to ensure core issues facing the Company are

addressed

• Briefing all Directors in relation to issues arising at Board meetings

• Facilitating the effective contribution and ongoing development of

all Directors

• Promoting consultative and respectful relations between Board members

and between the Board and Management

• Chairing Board and shareholder meetings

• The Warehouse Group Board Charter states that the Board Chair must not

also be the Company’s Chief Executive Officer

Director Appointments

Procedures for the appointment and removal of Directors are governed

by the Company’s Constitution and the NZX Listing Rules. The Corporate

Governance and Nominations Committee is delegated responsibility for

identifying and nominating, for the approval of the Board, candidates to fill

Board vacancies as and when they arise. In doing so the Committee will seek

to identify the necessary and desirable competencies which will ensure that

any candidate it puts forward will enable the Board to:

• Fulfil its responsibilities

• Represent a variety of skills, expertise and experience (including commercial

and/or industry experience and diversity of background

and thought)

• Competently address accounting, finance and legal matters

The terms and conditions of appointment are set out in a letter of

appointment that details the Director’s duties, term of appointment (subject

to shareholder approval), expectations of the role and remuneration. A copy

of the standard letter is available in the Corporate Governance section of

the Company’s website.

The Company indemnifies and provides insurance to Directors in accordance

with the Companies Act 1993, for certain claims that may be brought against

them as Directors.

Relevant Board Skills to execute Group Strategy

Joan

Withers

John

Journee

Robbie

Tindall

Tony

Balfour

Dean

Hamilton

Rachel

Taulelei

Caroline

Rainsford

Tony

Carter

Industry specific

Operational experience in the retail industry

Brand, marketing and customer experience

Integrated retail experience

Digital and technology experience

Direct sourcing experience

Logistics experience

Specific to Group strategy

Development of a high-performance culture

Senior leadership of change management at scale

Transformation and business disruption experience

Innovation and entrepreneurism

Government relations

Union relations

Environment and Corporate Social Responsibility experience

Subject-matter expertise

Development and execution of business strategy

Governance experience

Large-company leadership experience

Finance/accounting expertise

Audit committee/risk management experience

Regulatory knowledge and experience

Health and safety experience

HR/Learning and development experience

Financial markets experience

Community and iwi relationships

Shareholder and investor relations experience

Primary skills

Secondary skills

Director Induction and Development

When appointed to the Board, all new Directors undergo a detailed

induction programme to familiarise them with the Company’s businesses

and strategy.

Ongoing training includes briefings by senior management and guest

speakers on relevant industry and competitive issues and site visits.

Director Independence and Conflicts

The factors that the Board considers when determining the independence of a

Director, including the requirements of the NZX Corporate Governance Code,

are set out in full in the Board Charter. The Board assesses the independence of

each Director on their appointment and at least annually thereafter.

Of the Board’s eight Directors, Joan Withers (Chair), Tony Balfour, Tony Carter,

Dean Hamilton, Caroline Rainsford and Rachel Taulelei are considered to be

independent non-executive Directors. The Board acknowledges the length of

tenure of Tony Balfour as a Director will be 12 years in October 2024. The Board

considers that Tony continues to bring an independent view to all discussions

relating to the Company. In addition, new Directors were appointed in each of

2020, 2021, 2022 and 2024, and the Board considers that the retention of the

institutional knowledge held by Tony Balfour remains valuable to the Board.

Robbie Tindall is not considered to be independent, by virtue of his association

with various shareholdings in the Company. John Journee was previously

considered to be independent, but ceased to be so once he was appointed

Interim Group CEO from 20 May 2024.

The Board is conscious of its obligation to ensure that Directors avoid conflicts

of interest between their duty to the Company and their own interests. Where

potential conflicts of interest arise then the Director must disclose their interest.

Directors and team members are required to minimise any potential conflicts, in

accordance with the Company’s Code of Ethics. .

Board Structure, Skills and Composition

The Board comprises Directors with a mix of qualifications, skills and experience

appropriate to the Company’s existing operations and strategic direction.

A comprehensive matrix of Director skills is set out below, and qualifications

and experience of individual Directors are detailed on pages 74 to 75.

Future Directors Programme

Continuing the Company’s commitment to supporting the next generation

of governance talent in New Zealand as part of the Future Directors initiative

administered by the New Zealand Institute of Directors, the Board appointed

Jeremy O’Brien as a Future Director in April 2023.

Takeover Protocols

The Company has takeover protocols in place that meet the requirements of the

NZX Corporate Governance Code.

CORPORATE GOVERNANCE

The Warehouse Group Integrated Annual Report 20248081Governance Report
Name of DirectorOriginally AppointedLast Reappointed/Elected

Joan Withers23 September 201625 November 2022

Antony (Tony) Balfour15 October 201226 November 2021

John Journee17 October 201326 November 2021

Dean Hamilton20 April 202024 November 2023

Robert (Robbie) Tindall

27 November 202027 November 202024 November 2023 24 November 2023

Rachel Taulelei12 February 2021

26 November 202126 November 2021

Caroline Rainsford30 August 2022

25 November 202225 November 2022

Antony (Tony) Carter1 May 2024

N/A

Board Evaluation

The Chair, with the assistance of appropriate external advisors, regularly assesses

the performance of individual Directors, while Directors also assess the collective

performance of the Board and the performance of the Chair. Formal, external

facilitated evaluations are conducted regularly, with one undertaken in 2023.

Board Tenure

The Constitution provides that the minimum size of the Board shall not at

any time be fewer than five and the Board has fixed the maximum number of

Directors to be 10. Each year, any Director who is required by the NZX Listing

Rules or the Company’s Constitution to retire will retire from office and may offer

themselves for re-election at the Annual Shareholders’ Meeting.

The Board does not believe that any Director has served on the Board for a

period which could, or could reasonably be perceived to, materially interfere

with the Director’s ability to act in the best interests of the Company. New

Directors were appointed to the Board in 2020, 2021, 2022 and 2024, and the

Board considers that it has an appropriate balance of tenure.

0-4 years

4-7 years

7+ years

Director Tenure

COMMITTEEROLES AND RESPONSIBILITIESMEMBERSHIPMEETINGS

People and

Remuneration

Committee

Review and make recommendations in relation to the human

resources strategy, the Company’s remuneration policies

and practices, and the remuneration and performance of the

Group Chief Executive Officer.

Comprised a majority of non-executive, independent

Directors.

Current members:

• Tony Balfour (Chair)

• Joan Withers

• Robbie Tindall

• Rachel Taulelei

• Caroline Rainsford

At least twice a year

Corporate

Governance and

Nominations

Committee

Ensure a high level of corporate governance through

continuous monitoring of international corporate governance

best practice as promulgated by the relevant authoritative

bodies. Ensure that the Board is populated with an

appropriate mix of skills and experience among its members,

who collectively provide the diversity of thought and

judgement required.

Comprised a majority of independent directors.

Current members:

• Joan Withers (Chair)

• Tony Balfour

• Dean Hamilton

• Robbie Tindall

At least twice a year

Disclosure

Committee

Support the Company in meeting its disclosure obligations as

set out in the NZX Listing Rules, the Companies Act 1993 and

any other applicable regulations.

Comprised the Board Chair, Chair of the Audit and

Risk Committee, Group Chief Executive Officer, Chief

Financial Officer, Disclosure Officer and any other

Director appointed by the Board as a member.

Current members:

• Dean Hamilton (Chair)

• Joan Withers

• Robbie Tindall

• Group CEO, CFO and Company Secretary

Held as required

Audit and Risk

Committee

Assist the Board to fulfil its audit and risk responsibilities.Comprised at least three non-executive Directors,


the majority of whom must be independent. The Chair

will be independent and may not be the Chair of the

Company.

Current members:

• Dean Hamilton (Chair)

• Joan Withers

• Tony Carter

At least quarterly

Health, Safety

and Wellbeing

Committee

Assist the Board to govern health, safety and wellbeing.Comprised all Directors.


Chair: Tony Carter

At the discretion of

the Committee Chair

or if requested by any

committee member

or the Group Chief

Executive Officer

Environmental

and Social

Sustainability

Committee

Assist the Board to govern the Company’s environmental,

social and sustainability responsibilities.

Comprised of at least three non-executive


Directors, with the Chair of the Board and the

Group Chief Executive Officer, as ex-officio members

if not formal members.

Current members:

• Rachel Taulelei (Chair)

• Tony Balfour

• John Journee

• Joan Withers

At least four times

each year

Principle 3 – BOARD COMMITTEES

“The board should use committees where this will enhance its effectiveness

in key areas, while still retaining board responsibility.”

The Board has established committees that focus on particular areas of

the Board’s responsibilities and together ensure the efficient performance

of the Board, and the achievement of corporate governance outcomes.

The committees report to the Board on all material matters and issues

requiring Board decisions. From time to time, the Board may create ad hoc

committees to examine specific issues on its behalf. The current committee

structure is set out in the table below.

Board

Audit


and Risk

Committee

People and


Remuneration

Committee

Corporate


Governance and

Nomination

Committee

Health, Safety


and Wellbeing

Committee

Disclosure

Committee

Environmental

and Social

Sustainability

Committee

Number of Meetings

20741393

Joan Withers

20741293

Tony Balfour

19

4

122

John Journee

19623

Tony Carter1

41

Dean Hamilton

177129

Caroline Rainsford

1733

Rachel Taulelei

20322

Robbie Tindall

17133138

Julia Raue2

15632

1

Appointed to the Board on 1 May 2024, and as Chair of the Audit and Risk Committee and member of the Health, Safety and Wellbeing Committee effective 1 June 2024.

2

Resigned from the Board effective

31 May 2024.

3

Non-committee member in attendance.

BOARD MEETINGS AND ATTENDANCE

The table below outlines the number of meetings of the Board and Board committees during the year ended 28 July 2024 and Director attendance at these meetings.

Principle 4 – REPORTING AND DISCLOSURE

“The board should demand integrity in financial and non-financial

reporting and in the timeliness and balance of corporate disclosures.”

The Board is committed to providing full and timely financial and

non-financial information that is accurate, balanced, meaningful and

consistent. As a listed company, keeping the market informed is a key

component to ensuring that its securities are valued fairly.

Market Disclosure Policy

The Company has a Market Disclosure Policy that describes the

processes designed to ensure that the Company meets its reporting

and disclosure objectives and all disclosure obligations under the NZX

Listing Rules.

To assist the Company with its Market Disclosure Policy, the Board has

appointed a Disclosure Committee. The Committee is responsible for

making decisions on what should be disclosed publicly under the Market

Disclosure Policy. The Company Secretary is the Disclosure Officer of

the Company and has responsibility for ensuring compliance with the

continuous disclosure requirements and overseeing and co-ordinating

disclosure to the market.

Publication of Key Governance Documents

The Company publishes its Code of Ethics, Board and Committee

Charters, Director Letter of Appointment and key Company policies in the

Corporate Governance section of its website, thewarehousegroup.co.nz.

Financial Reporting

The Audit and Risk Committee oversees the quality and integrity of

external financial reporting including the accuracy, completeness

and timeliness of financial statements and is committed to providing

balanced, clear and objective financial reporting.

It reviews half-yearly and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of

judgement, compliance with accounting standards, stock exchange and

legal requirements, and the results of the external and internal audit.

Management accountability for the integrity of the Company’s financial

reporting is reinforced by certification from the Group CEO and the

Group CFO. The Group CEO and CFO have provided the Board with

written confirmation that the Company’s financial report presents a true

and fair view, in all material respects, of the Company’s financial position

for the year ended 28 July 2024, and that operational results are in

accordance with relevant accounting standards.

Non-financial Reporting

Our communities, our people and the environment are at the heart of

the Company’s culture and values. The Company reports annually its

financial and non-financial contribution to the community, key people

metrics including health and safety, as well as audited figures on its

greenhouse gas emissions. The Company’s philosophy, achievements,

and material environmental, economic and social risks are outlined in its

Integrated Report.

Principle 5 – REMUNERATION REPORT

“The remuneration of directors and executives should be transparent, fair and

reasonable.”

Group Remuneration Philosophy

The Group’s Remuneration Policy supports the Group in attracting, retaining

and motivating high-calibre diverse team members to achieve the Company’s

business objectives and create shareholder value.

The Group’s Remuneration Policy is guided by the principles that remuneration

practice should:

• Be clearly aligned with the Group’s vision, values and corporate strategy

• Support the attraction, retention and engagement of team members

• Appropriately reflect market practice and conditions

• Recognise individual performance and competency

• Recognise team and company performance and the creation of

shareholder value

Executive Leadership Team Remuneration

The Chief Executive Officer and direct reports to the Chief Executive Officer

(“executive leadership team” or “ELT”) have their remuneration reviewed annually

by the People and Remuneration Committee and from time to time a third-party

remuneration consultant is also used to benchmark the total remuneration

packages of the ELT against a peer group of companies. The People and

Remuneration Committee recommends to the Board for approval any proposed

changes. The ELT’s remuneration is made up of the following components:

• Fixed annual base salary

• Short-term incentives based on the Group’s financial targets and individual

performance targets

• Long-term incentives based on Total Shareholder Return with cost of equity

plus 1% being used as the performance measure over a three-year period

ELT members are also eligible to receive an employer KiwiSaver contribution of up to a

maximum of 3% of gross taxable earnings if they belong to the KiwiSaver scheme.

Short-Term Incentives

The Group’s short-term incentive (STI) scheme for the ELT is designed to link

at-risk incentive payments to the achievement of the Group’s desired financial

outcomes and to recognise participants’ individual contribution to the Group's

success. The targets are reviewed and set each year. In FY24, Group Earnings

Before Interest and Tax (EBIT) was set as the financial measure, to ensure that

the Group linked its planned operational profit growth to incentive payments.

The financial component was weighted at a total of 70% of the total on-target

incentive. For the individual component, each participant was set a number of

objectives and key results, and the weighting for individual performance was

30% of the total on-target incentive. The STI on-target dollar value for each ELT

participant ranges from 40-50% of base salary. The maximum payment under

the STI scheme is reviewed and set each year and this year was 120% of the on-

target dollar value. In FY24, no STI payments were made as the EBIT target was

not achieved. However one executive had previously been granted a retention

incentive of 50% of their STI and that was paid out in FY24. For FY25 the STI

targets will be weighted to 100% on financial performance.

CORPORATE GOVERNANCE

The Warehouse Group Integrated Annual Report 20248283Governance Report
Board/Committee NamePositionFees (Per Annum)

Board of Directors

Chair

1

$182,600

1

Member $87,000

Audit and Risk Committee

Chair $27,500

Member $10,000

People and Remuneration Committee

Chair $25,000

Member $6,600

Health, Safety and Wellbeing Committee

Chair $20,000

Member –

Environmental and Social Sustainability Committee

Chair$20,000

Member $6,600

Corporate Governance and Nomination Committee

Chair –

Member –

Disclosure Committee

Chair –

Member –

1

Includes attendances at committee meetings

The current Directors’ fee pool limit is $990,000, which was approved by the shareholders at the 26 November 2021 Annual Shareholders' Meeting. Fees are

paid for Board and committee roles as indicated below. Directors are reimbursed for reasonable travel and other costs associated with fulfilling their role.

The Chair does not receive additional fees for membership of Board committees.

DIRECTOR REMUNERATION FY24

Director Remuneration

Name of Director

Board

Fees

Audit


and Risk

Committee

People and


Remuneration

Committee

Corporate


Governance

and Nominations

Committee

Disclosure

Committee

Health, Safety

and Wellbeing

Committee

Environmental

and Social

Sustainability

Committee

Shares


and Other

Payments

or Benefits

Total


Individual

Remuneration

Joan Withers

(Chair)

$182,600

(Chair)

-

(member)

-


(member)

-


(Chair)

-


(member)

-


(member)

-


(member)

- $182,600

Tony Balfour $87,000 -

$25,000


(Chair)

-


(member)

-



(member)

$6,600

(member)

- $118,600

Tony Carter¹$21,750

$1,667

(member)

$3,333

(Chair)

$26,750

John Journee² $69,694

$8,011

(member until

19 May 2024)

-

(member

since 20 May

2024)



(member)

$5,287

(member)

-$82,991

Dean Hamilton $87,000

$27,500


(Chair)

-

(member)

-

(Chair)


(member)

-- $114,500

Caroline

Rainsford

$87,000

$6,600


(member)

- –



(member)

-$93,600

Julia Raue

3


$72,500

$8,333

(member)

--

$16,667


(Chair)

$5,500

(member)

-$103,000

Rachel Taulelei $87,000

$6,600


(member)

- –



(member)

$20,000

(Chair)

-$113,600

Robbie Tindall $87,000 -

$6,600


(member)

-

(member)


(member)


(member)

--$93,600

1

Tony Carter was appointed to the Board effective 1 May 2024, and was appointed as an Audit and Risk Committee member and the Chair of the Health, Safety and Wellbeing

Committee effective 1 June 2024.

2

John Journee was appointed as Interim Group CEO from 20 May 2024 and ceased being paid as an Independent Director from this date.

3

Julia Raue resigned from the Board effective 31 May 2024.

The fees paid to non-executive Directors for services in their capacity as Directors during the year ended 28 July 2024, totalling $929,241, were paid as set out below.

Long-Term Incentives

Members of the ELT are eligible to participate in the Group’s long-term

incentive (LTI) scheme. The objective of the LTI scheme is to:

• Ensure the LTIs of the eligible ELT members are closely aligned with

shareholder outcomes

• Provide an incentive to eligible ELT members who are considered to

be key to the future success of the Group, to retain the services of

those eligible ELT members in the future

• Provide a longer-term recognition and reward for the eligible ELT

members’ contribution to the future success of the Group

The FY24 LTI scheme was a cash-settled scheme and the performance target

was absolute Total Shareholder's Return (TSR) against the Group’s cost of

equity plus 1% over a three-year performance period. The LTI on-target dollar

value for each ELT participant was 40% of base salary and the Chief Executive

Officer’s was 50% of base salary. Payment under the scheme is capped and

that cap is reviewed each year. The current cap is 150% of the on-target

dollar value. The hurdle rate for the three-year period ending in FY24 was not

achieved and accordingly no LTI is payable for this latest tranche.

DIRECTORS' REMUNERATION

DescriptionPerformance Measures

Percentage

Achieved

Short-Term Incentive

(STI)

Set at 50% of base salary for on-target performance.

Combination of financial and non-financial performance

measures.

Financial measures: 70% weighting:

The financial measures are based on achieving Group EBIT

budget (excluding STI).

0%

For this to be payable, the Group must firstly achieve

a gate opener of 90% of the Adjusted Net Profit After

Tax (NPAT) budget and a minimum level of individual

performance must be achieved.

Individual measures 30% weighting:


Individual goals relate to delivery of strategic priorities, delivering

core business drivers and building capabilities.

0%

Long-Term Incentive

(LTI) for the 3 years

FY21-FY23

Cash-based scheme. Potential 50% of base salary for


on target performance.

100% weighting based on absolute TSR against the

Company’s cost of equity plus 1% over a three-year

performance period. 100% of potential paid if the target is

achieved, increasing to a maximum of 125% for achievement

of 500 BPS or more against the target.

0%

Remuneration Component

Description

Target Value

Fixed Remuneration*Annual Base Salary 1,600

KiwiSaver annualised 48

Short-Term Incentive (STI)

No STI applicable in this package-

Long-Term Incentive (LTI) No LTI applicable in this package-

Annual Total PackageAnnual Total Fixed Remuneration

1,648

Base PackagePay for Performance

Salary

Ta xab l e


BenefitsSubtotalSTILTISubtotal

Additional

Payment

Total

Remuneration

John Journee 323 9 332 000332

Nick Grayson1,3541231,477

56705672,176

4,220

YearGroup CEOTotal Earnings Paid BaseTaxable BenefitsSTISTI as % of MaximumLTIAdditional Payment

2024

John Journee

3323239

---

2024Nick Grayston4,220 1,354 123 567 --

2,176

2023Nick Grayston2,7931,5888118920%935

189

2022Nick Grayston3,5681,51310387797%1,075

2021Nick Grayston2,3781,46169--848

2020Nick Grayston2,8621,46197--1,304

REMUNERATION REPORT

1. CEO Remuneration 2024 ($ 000s)

2. Five year Summary of CEO Remuneration ($ 000s)

3a. Breakdown of Nick Grayston’s CEO Remueration Package Structure (2024) ($ 000s)

3b. Breakdown of Interim Group CEO’s Remuneration Package Structure (2024) ($ 000s)

Explanation of the above items

1. Nick Grayston left the Group in May 2024. The additional payment was his contractual entitlement on termination of his employment plus a discretionary

payment of three months’ notice paid in lieu.

2. Nick Grayston’s STI payment of $567,183 was the second instalment of the FY22 discretionary deferred STI scheme and did not relate to the Group’s FY24

financial performance. The first instalment of this discretionary payment was paid in FY23 and the amount of the second tranche of the payment was

foreshadowed and detailed in the FY23 Remuneration Report.

3. John Journee joined the Group in May 2024 as Interim Group CEO. John’s remuneration is solely fixed remuneration with no STI or LTI available.

4. The actual remuneration paid includes holiday pay paid as per New Zealand legislation.

5. Taxable benefits are the value of employer KiwiSaver contributions.

CORPORATE GOVERNANCE

* The fixed remuneration amounts above are the annual value of the CEO’s remuneration package and the payments made during FY24 set out in section 1 are a pro-rata of that annual value.

Remuneration Component*

Description

Target Value

Fixed RemunerationAnnual Base Salary1,588

KiwiSaver annualised48

Short-term Incentives (STI)Target value of STI794

Long-term Incentives (LTI)Target value of LTI794

Annual Total PackageAnnual Total Package at Target3224

* The fixed remuneration amounts above are the annual value of the CEO’s remuneration package and the payments made during FY24 set out in section 1 are a pro-rata of that annual value.

The STI and LTI values are the on-target amounts. The actual payments for both STI and LTI, which would have been payable in FY25, were $0.

The Warehouse Group Integrated Annual Report 20248485Governance Report
Year Invited% of SalarySettlementPerformance PeriodMeasurePayment Outcome

FY2250%Cash/Shares

August 2021 to July

2024

Absolute TSR against the Company’s cost of equity plus 1% over a

three-year performance period

Nil

FY2350%Cash

August 2022 to July

2025

Absolute TSR against the Company’s cost of equity plus 1% over a

three-year performance period

Nil

FY2450%Cash

August 2023 to July

2026

Absolute TSR against the Company’s cost of equity plus 1% over a

three-year performance period

Nil

DescriptionPerformance Measures

1. TSR MethodologyTotal Shareholder Return has been calculated as the movement in the share price during the period plus any dividends paid.

2. Board Discretion

The Board of Directors exercised discretion with regard to Nick Grayston’s FY22 STI as set out in the notes in section 2 above and in

respect of three months’ notice paid in lieu on the termination of his employment.

3. OmissionsNo information has been omitted relating to CEO remuneration.

4. Any Other ItemsThere are no other items payable to the CEO that have not been disclosed.

5. BenefitsThere are no benefits attributable to the CEO due to any loans made.

6. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.

7. Related PartiesNo related parties are involved with the CEO remuneration.

*Nick Grayston’s participation in the above three LTI schemes, which were in effect during FY24, was terminated with the termination of his employment in

May 2024, and no payments were made to him, or will be made.

The ratio of CEO total remuneration to the median The Warehouse Group employee total remuneration paid in FY24 is 43:1. This ratio reflects the fact that

approximately 80% of The Warehouse Group’s 10,000 team members are employed in its stores and distribution centres and are paid retail market rates for

those roles.

The CEO's total remuneration decreased by 21% while the median employee remuneration increased 4% in FY24, resulting in a compensation ratio of –5.25,

being the ratio of percentage decrease in CEO total compensation to the increase in median total compensation for all employees.

We note that the above numbers have been calculated using Nick Grayston's FY24 total remuneration paid in the year with his base salary being annualised for

appropriate year on year comparison. We have excluded Nick Grayston’s termination payments from this total remuneration calculation.

7. Nick Grayston LTI Schemes*

8. Additional Disclosures

Remuneration

($ 000)

Number of

Team Members

100 – 110115

110 – 12090

120 – 13096

130 – 14064

140 – 15080

150 – 16032

160 – 17026

170 – 18042

180 – 19041

190 – 20021

200 – 21022

210 – 22016

220 – 23010

230 – 24017

240 – 2504

250 – 26010

260 – 2703

270 – 280

5

694

Remuneration

($ 000)

Number of

Team Members

280 – 2903

290 – 3001

300 – 3103

310 – 3203

320 – 3301

330 – 3403

340 – 3503

350 – 3602

360 – 3703

370 – 3801

390 – 4001

400 – 410

2

410 – 4202

420 – 4301

430 – 4401

440 – 4503

450 – 4601

460 – 470

1

35

Remuneration

($ 000)

Number of

Team Members

470 – 4801

480 – 4901

500 – 5101

520 – 5303

540 – 5501

570 – 5801

580 – 5901

590 – 6001

700 – 7101

750 – 7601

780 – 7901

810 – 8201

840 – 8502

870 – 8801

990 – 1,0001

1,030 – 1,0401

1,340 – 1,3501

4,210 – 4,220

1

21

TEAM MEMBERS’ REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of team members or former team members, not being

Directors or former Directors, who received remuneration and other benefits valued at or exceeding $100,000 during the accounting period 31 July 2023

to 28 July 2024.

Remuneration includes redundancy payments and termination payments made during the year to team members whose remuneration would not otherwise

have been included in the table reported below.

Principle 6 – RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by

the issuer and how to manage them. The Board should regularly verify that

the issuer has appropriate processes that identify and manage potential and

material risks.”

Risk Management Framework

Risk is the chance of something happening that will have an impact on

business objectives. Having established an acceptable risk tolerance, the

Company’s approach is to identify, analyse, evaluate and appropriately

manage risk in the business.

Material Risks Identified

Information on material risks the Company faces and how they are managed is

set out on page pages 24 to 25.

Risk Management Roles and Responsibilities

The Board is responsible for reviewing and approving the Company’s risk

management strategy. The Board delegates day-to-day management of risk to

the Group CEO, who may further delegate such responsibilities to executive

and other officers. Inherent in this delegation is the belief that responsibility

for managing risks in the business is the domain of the business unit.

Risk Monitoring and Evaluation

While the Board is ultimately responsible for the risk management of the

Company, the Audit and Risk Committee reviews the reports of Management

and the external and internal auditors on the effectiveness of systems

for internal control, financial reporting and risk management. To assist in

discharging this responsibility, the Board has in place a number of strategies

designed to safeguard the Company’s assets and interests and ensure the

integrity of reporting. These reports include quarterly reviews of store audit

results and quarterly reports on internal audit findings.

Health and Safety

The Company’s approach and process on health and safety matters are set

out on page 32.

Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993 and the

Constitution of the Company, the Company has provided insurance for,

and indemnities to, Directors and certain employees of the Company and

its subsidiaries for losses from actions undertaken in the course of their

legitimate duties.

Principle 7 – AUDITORS

“The Board should ensure the quality and independence of the external

audit process.”

Approach to Audit Governance

The independence of the external auditor is of particular importance

to shareholders and the Board. The Audit and Risk Committee

is responsible for overseeing the external audit of the Company.

Accordingly, it monitors developments in the areas of audit to ensure its

policies and practices are consistent with best practice in these areas.

The Board has adopted a policy on audit independence, the key

elements of which are:

• The external auditor must remain independent of the Company at

all times and must comply with all relevant ethical requirements and

professional standards regarding independence

• The external auditor must monitor its independence and annually

report to the Board that it has remained independent

• The audit firm is permitted to provide certain non-audit services, set

out in the Audit and Risk Committee Charter, that are not considered

to be in conflict with the preservation of the independence of the

auditor

• The Audit and Risk Committee must approve all non-audit work

assignments that are awarded to an external auditor, and the value of

non-audit work must be reported at every Board meeting

Engagement of the External Auditor

The Company’s external auditor is PricewaterhouseCoopers (PwC).

PwC was appointed by the Company’s shareholders at the 2004

Annual Shareholders’ Meeting in accordance with the provisions of the

Companies Act 1993 (Act). PwC is automatically reappointed as auditor

under section 207T of the Act.

Attendance at the Annual Shareholders' Meeting

PwC, as auditor of the 2024 Financial Statements, has been invited to

attend this year’s Annual Shareholders’ Meeting and will be available

to answer questions about the conduct of the audit, preparation

and content of the auditor's report, accounting policies adopted by

the Company and the independence of the auditor in relation to the

conduct of the audit.

The Company’s corporate legal advisors, Russell McVeagh, will also

attend the Annual Shareholders’ Meeting.

CORPORATE GOVERNANCE

5. Five-year Summary of Total Shareholder Return (TSR) Performance

TSR percentage

-40%

-60%

-20%

0%

20%

40%

60%

80%

100%

74.9%

-41.5%

FY21

2.5%

FY22

-13.9%

FY24FY23

-6.1%

FY20

6. Potential CEO Remuneration (2025)

BASE

1,600

1,800

1,200

1,400

400

600

200

800

1,000

0

Dollars $000

4. Retention Incentive Arrangement

In FY23 the Group awarded Nick Grayston 1.6 million share rights in The Warehouse Group Limited as part of a long-term retention incentive arrangement.

In May 2024 that retention arrangement was terminated without payment as one of the preconditions of the arrangement had not been met.

The Warehouse Group Integrated Annual Report 20248687Governance Report
Internal Audit

The Company has an internal audit function that is independent of the Company’s

external auditors. The internal audit function of the Company is undertaken by

Ernst & Young and the Company’s own internal audit team. The respective internal

audit teams report to and are directed by the Audit and Risk Committee.

Each year, the internal audit programme is approved by the Audit and Risk

Committee. The programme of audit work considers the most significant areas

of business risk in the Company and is developed following discussions with

Management, review of the business process model of the Company and

consideration of strategic risks relevant to the Company. The programme also

considers risks in relation to major projects that are planned or currently under way.

The role of internal audit is to:

• Assess the design and operating effectiveness of controls governing key

operations, processes and business risks

• Provide the Board with an assessment, independent of Management, as to

the adequacy of the Company’s internal operating and financial controls,

business processes, systems and practices

• Assist the Board in meeting its corporate governance and regulatory

responsibilities

Principle 8 – SHAREHOLDER RIGHTS AND

RELATIONS

“The Board should respect the rights of shareholders and foster constructive

relationships with shareholders that encourage them to engage with the

issuer.”

The Company is committed to providing a high standard of communication

with its investors. The Company believes effective communication is

achieved by equal access to timely, accurate and complete information that

allows investors to make informed assessments of the Company’s value and

prospects. Investor communication is governed by the Company’s Investor

Communications Policy, a copy of which can be found here:

thewarehousegroup.co.nz/about-us/corporate-governance

The Company has an investor relations programme which includes

communication through:

• Periodic and continuous disclosure to the NZX

• Annual reports

• Climate-related disclosure reports

• The Annual Shareholders’ Meeting

• The Company’s website, which includes financial and operational

information, and key corporate governance information

• Analyst and investor briefings and roadshows

Engagement with Investors

The Company values its dialogue with strategic stakeholders,

institutional and retail investors, and research analysts, and believes

effective engagement benefits both the Company and investors. Annual

Shareholders' Meetings, analyst and investor briefings and roadshows

provide an important opportunity for this dialogue. Shareholders also

have the opportunity to also submit questions and comments through

investors@thewarehouse.co.nz.

Website

The Company’s website contains a comprehensive set of investor-

related material and data, including NZX disclosures and media releases,

interim and annual reports, share price and dividend information,

shareholder meeting materials and the Company’s governance charters

and policies.

Annual Shareholders' Meeting (ASM)

The ASM provides an opportunity for Directors, the Group CEO, the

executive leadership team, and the Company’s external auditor to meet

shareholders and answer any questions they may have.

The ASM is held at a convenient time and location. The 2023 ASM was

held on 24 November 2023. The Notice of Annual Shareholders’ Meeting

was published on 25 October 2023. The 2024 ASM will be held on

22 November 2024.

In accordance with the Companies Act 1993 and NZX Listing Rules, the

Company refers any significant matters to shareholders for approval at the

ASM, and shareholders are given the opportunity to vote by proxy ahead

of the meeting or by polling if attending the meeting in person or online.

ELECTRONIC COMMUNICATION

The Company moved to electronic reporting in 2016, noting a key

component of the Company’s strategy is cost effectiveness and

minimising the Company’s impact on the environment. Shareholders can

request a hard copy of the Annual Report to be mailed to them free of

charge by contacting Computershare, the Company's share registrar.

Shareholders are encouraged to provide their email addresses to

Computershare to enable them to receive all other shareholder materials

electronically.

Computershare Investor Services Limited

Telephone: +64 9 488 8777

Email: enquiry@computershare.co.nz

CELEBRATING DIVERSITY AND INCLUSION

Diversity of gender, skill, age, experience and beliefs are valued and the

provision of equal opportunities for all employees and those looking to join

the Company is fundamental to the way we operate as a business. For the

year ended 28 July 2024 the Board is satisfied that the Company achieved its

gender diversity objectives and other measurable objectives. Details regarding

the Company’s Diversity and Inclusion Policy, goals and performance criteria are

detailed below.

The Group strives to create a workplace where our people can bring their

whole selves to work. Not only is this the right thing to do for our team

members, we also believe that a diverse team and an inclusive workplace

leads to more innovation, better decision-making, more opportunities for all

our people and the communities in which we operate, and better performance

outcomes for the Company. That is why we’re committed to continuously

identifying ways we can improve diversity and inclusivity.

CORPORATE GOVERNANCE

AREA OF FOCUSGENDER

ObjectiveImprove representation of women at senior levels of the business

Target

2023

2024

50% of senior

leadership roles

held by women

Female representation 


by role

Female  MaleGender

diverse/

not

disclosed

Total % of

female

Female  MaleGender

diverse/

not

disclosed

Total % of

female

Board  4 4 – 8 50.0% 3 5 – 8 37.5%

Executives   3 7 – 10 30.0% 2 5 – 7 28.6%

Senior management 25 21 – 4654.3% 21 21 – 42 50.0%

Total leadership2828 – 56 50.0% 23 26 – 4946.9%

Other 5,9924,60218510,77955.6% 5,523 4,130 3 9,65657.2%

Total employees

(excluding Board)

6,0204,63018510,83555.6%5,546 4,156 3 9,70557.1%

Female representation


by employee status

Female  MaleGender

diverse/

not

disclosed

Total % of

female

Permanent5,0453,8351389,018 55.9% 4,646 3,436 2 8,08457.5%

Fixed term91911219446.9% 60 36 – 9662.5%

884704351,62354.5%

Casual 840 684 1 1,525 55.1%

Female representation by

full/part-time employment

Female  MaleGender

diverse/

not

disclosed

Total % of

female

Full-time 2,670 2,309 – 4,97953.6%

Part-time2,0361,16823,20163.6%

Casual84068411,52555.1%

100% Gender

pay equity

(undisclosed

gender data is

not included)

Category Number of employees in each

category

Median

pay ratio 

Gender

pay gap 

Number of employees

in each category

Median pay ratio Gender

pay gap 

Group - Total 10,650101%-1%9,703100%0.0% 

Leadership 5689%11%49103%-3.0% 

SSO – Agile92999%1%

SSO – Other28577%23%1,01484%16%

Stores 8,554100%0%7,899100%0.0% 

Distribution Centres82698%2%74193%7.0% 

AREA OF FOCUSAGE

20232024

2,9712,6985,73951.8%70

2,1651,2283,47362.3%80

8847041,62354.5%35

Actual as at 28 July 2024 (based on employee headcount)


Age representation

Board

Executives

Direct report to executive leadership team

Other

Total (13 were non-disclosed in FY24)

Under 30

years old 

30-50


years old

Over 50


years old

# % # % # %

– – 3 37.5% 5 62.5%

– – 4 40%  6 60%

– – 3065.2%  1634.8%

5,09447.7% 3,58133.6%  1,99818.7%

5,094 47.4%3,61833.7% 2,02518.9%

Under 30

years old 

30-50


years old

Over 50


years old

# % # % # %

– – 3 37.5% 5 62.5%

– – 342.9%  457.1%

– – 28 66.7%  14 33.3%

4,472 46.4%  3,22733.5%  1,936 20.1%

5,094 47% 3,618 33% 1,959 20.2%

The Warehouse Group Integrated Annual Report 20248889Statutory Disclosures
SHARE DEALINGS BY DIRECTORS

During the financial year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant

interest in shares as follows:

As at 28 July 2024, Directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013)

in the Company shares as follows:

Beneficial InterestBeneficial InterestNon-beneficial InterestNon-beneficial Interest

2024202320242023

J Withers115,419105,4191,493,0571

1,493,057

A Balfour13,01213,0121,015,8752

1,015,875

A Carter320,000

D Hamilton23,5003,5001,493,0571

1,493,057

J Journee172,000172,000

R J Tindall4,8004,80073,920,4964

73,920,496

Share Transaction

Nature of Relevant

Interest

Date of


Transaction

Number of


Ordinary Shares

Acquired/

(Disposed of)Consideration

J Withers

Legal and beneficial

owner

29 May 2024 10,000

On market purchase of ordinary shares at a price of

$1.16 per share

A Carter

Beneficial owner1 May 2024

20,000

Initial disclosure of relevant interest

in ordinary shares upon appointment as a director

D Hamilton

Legal and beneficial

owner

29 May 2024 20,000

On market purchase of ordinary shares at a price of

$1.17 per share

Note: New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 28 July 2024 the total holdings in NZCSD was 23,714,198 or

6.84% of shares on issue.

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 28 JULY 2024

DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of The Warehouse Group Limited

pursuant to section 140(2) of the Companies Act 1993 during FY24.

DirectorEntityInterest

Joan WithersANZ Bank New Zealand Limited

On Being Bold Limited

Sky Network Television Limited

Appointments Panel Fonterra farmer-elected directors

Sweet Louise Foundation

Origin Energy Limited

Director

Director

Director

Chair

Trustee

Director

Antony BalfourLes Mills International Limited

RealNZ Limited

Pioneer Energy Limited

Bluelab Holdings Limited

Ravensdown Ventures Limited

Director and became a shareholder

Director

Director

Ceased to be a director

Director

Antony Carter1 The Interiors Group HoldCo Limited

Skin Institute Holding Company Limited

Datacom Group Limited

TR Group Limited

My Food Bag Group Limited

Ravensdown Limited

Capital Solutions Limited

Capital Training Limited

Loughborough Investments Limited

Maurice Carter Charitable Trust

Tony and Frances Carter Family Trust

Antony Carter Family Trust No.2

Chair

Chair

Chair

Chair

Chair

Appointed as a director

Board Advisor

Advisor

Director and shareholder

Trustee

Trustee

Trustee

John JourneeFarmlands Society

Colonial Motor Company Limited

CMC Workplace Savings Scheme Trustee Limited

Vanishing Point Limited

West Auckland Trust Services Limited

Data Insights Group Limited

Director

Director

Director

Director

Director and Deputy Chair

Advisory Board Member

Dean HamiltonFulton Hogan Limited

Auckland International Airport Limited

Tappenden Holdings Limited

Ryman Healthcare Limited

Chair and shareholder

Director and shareholder

Director

Director, shareholder and appointed

Executive Chair

Caroline RainsfordGoogle New ZealandCountry Director New Zealand

Julia Raue2Jade Software Corporation Limited

Southern Cross Healthcare Limited

Southern Cross Health Trust

Southern Cross Medical Care Society

Southern Cross Benefits Limited

Rowdy Consulting Limited

NZ Rugby Appointments and Remuneration Committee

Global Women

MOVe Logistics Group Limited

MOVe Investments Limited

Director

Director

Trustee

Director

Director

Director

Ceased to be Chair

Trustee

Director

Director

Rachel TauleleiAPEC Business Advisory Council

Wellington Regional Stadium Trust

Movac

Movac Fund 5 LP

RLaw Limited

Oho 2021 Limited

ANZCO Foods Limited

Aotearoa Fisheries Limited t/a Moana New Zealand

Pupuri Taonga Limited

Kura Limited

Sealord Group Limited

AFL Investments Limited

CWBG Limited

Fonterra Sustainability Panel

Tokomanawa Queens Foundation

Huia Publishing

New Zealand Story

Member

Chair

Advisory Board Member

Limited Partner

Director

Director

Director

Director and Chair

Director

Director

Director

Director

Director and became a shareholder

Chair

Appointed as Chair

Appointed as an Advisory Board Member

Appointed as an Advisory Board Member

Robert TindallThe Tindall Foundation

Finn Lowery Foundation

Foundation Services Limited

K One W One Limited

K One W One (No.2) Limited

K One W One (No.3) Limited

K One W One (No.4) Limited

K One W One (No.5) Limited

K One W One (No.6) Limited

Trustee

Trustee

Director

Director

Director

Director

Director

Director

Director

STATUTORY DISCLOSURES

1

Appointed as a Director on 1 May 2024.

2

Ceased to be a Director on 31 May 2024. Disclosures detailed are as at this date.

NameNumber of Ordinary SharesPercentage of Ordinary Shares

Sir Stephen Robert Tindall 93,687,09627.01

The Tindall Foundation Inc 73,920,49621.31

James Pascoe Investments Limited 69,333,94019.99

New Zealand Depository Nominee Limited 9,497,9942.74

HSBC Nominees A/C NZ Superannuation Fund

Nominees Limited - NZCSD

8,665,8492.50

Accident Compensation Corporation - NZCSD 4,633,6761.34

BNP Paribas Nominees (NZ) Limited - NZCSD 4,200,9581.21

Stephen Robert Tindall & John Richard Avery &

Brian Mayo-Smith

3,778,1491.09

Robert George Tindall & Stephen Robert Tindall

& Pupuke Trustee Limited

3,455,1031.00

Forsyth Barr Custodians Limited 2,549,0170.73

Custodial Services Limited 2,055,8120.59

Citibank Nominees (New Zealand) Limited -

NZCSD

1,896,828 0.55

TEA Custodians Limited Client Property Trust

Account - NZCSD

1,605,4110.46

HSBC Nominees (New Zealand) Limited - NZCSD 1,568,2790.45

FNZ Custodians Limited 1,011,6930.29

Stephen Robert Tindall & John Richard Avery &

Brian Mayo-Smith

752,7980.22

The Warehouse Management Trustee Company

Limited

667,1740.19

James Raymond Holdings Limited 600,0000.17

Masfen Securities Limited 575,0000.17

David Michael Radtke & Susan Carol Goodall 507,0000.15

Total284,962,27382.16

1 Relevant interest as shareholder of The Warehouse Management Trustee Company Limited and The Warehouse Management Trustee Company No.2 Limited, which each

hold shares for the purposes of employee incentive schemes.

2 Relevant interest as shareholder of The Warehouse Management Trustee Company Limited, which holds shares for the purposes of employee incentive schemes.

3 Appointed as a Director on 1 May 2024.

4 Relevant interest as trustee of The Tindall Foundation Inc.

The Warehouse Group Integrated Annual Report 20249091Statutory Disclosures
Size of ShareholdingNumber of Shareholders PercentageNumber of Shares Percentage

1 – 1,0004,17642% 2,190,994 0.63%

1,001 – 5,0003,542 36% 9,253,303 2.67%

5,001 – 10,0001,056 11% 8,085,026 2.33%

10,001 – 100,0001,087 11% 27,120,924 7.82%

100,000 and over97 1% 300,192,873 86.55%

9,958 100%346,843,120 100%

Geographic Distribution

Auckland and Northland3,85238.68% 286,985,616 82.74%

Waikato and Central North Island2,001 20.09% 12,564,425 3.62%

Lower North Island and Wellington 1,382 13.88% 25,439,206 7.33%

Canterbury, Marlborough and Westland1,219 12.24% 7,717,544 2.23%

Otago and Southland588 5.90% 6,021,001 1.74%

Australia 7707.73% 7,418,260 2.14%

Other Overseas146 1.47% 697,068 0.20%

9,958 100%346,843,120 100%

DISTRIBUTION OF SHAREHOLDINGS AS AT 28 JULY 2024

Relevant Interest (Ordinary Shares)Percentage

James Pascoe Investments Limited* 69,333,94019.99%

Sir Stephen Tindall93,687,09627.01%

The Tindall Foundation Inc 73,920,49621.31%

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 28 July 2024, the substantial product holders in the

Company and their relevant interests are noted below:

CompanyDirectors

1-Day Liquor LimitedM Stirton, J Oram (R), C Mearns (R)

Altitude NZ Limited (previously Torpedo7 Limited)

J Journee, M Stirton, N Grayston (R), S West (R), J Oram (R)

Bond and Bond LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

Boye Developments LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

Chocolateworks NZ LimitedA Razey, K McKenzie, J Andersen, C Cole, J Hempstead

Eldamos Investments LimitedM Stirton, B Moors, J Oram (R), Celia Mearns (R)

Eldamos Nominees LimitedM Stirton, J Oram (R), C Mearns (R)

Farran (Nine) LimitedM Stirton, M Davey, G Helsby, G Lane, K Gardiner (R), J Oram (R), C Mearns (R)

Lincoln West LimitedM Stirton, M Davey, G Helsby, G Lane, K Gardiner (R), , J Oram (R), C Mearns (R)

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

Noel Leeming Furniture LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

Noel Leeming LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

The Book Depot LimitedM Stirton, J Oram (R), C Mearns (R)

The Warehouse Card LimitedM Stirton, J Oram (R), C Mearns (R)

The Warehouse Group Support Services LimitedM Stirton, J Oram (R), C Mearns (R)

The Warehouse Investments LimitedM Stirton, J Oram (R), C Mearns (R)

The Warehouse LimitedJ Journee, M Stirton, N Grayston (R), J Oram (R), C Mearns (R)

The Warehouse Management Trustee Company LimitedJ Withers, A Balfour, D Hamilton

The Warehouse Management Trustee Company No.2 LimitedJ Withers, A Balfour, D Hamilton

The Warehouse Nominees LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

The Warehouse Planit Trustees LimitedJ Withers

The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer

TWGI Operations LimitedM Stirton, J Oram (R), C Mearns (R)

TWGA Pty LtdI McGill, B Moors, J Oram (R)

Company

Directors

SUBSIDIARY COMPANY DIRECTORS

The following people held office as Directors of subsidiary companies at 28 July 2024. Those who retired during the year are indicated with an (R). J Oram

was Chief Financial Officer of the Group at the beginning of the financial year, but he left the Group and therefore retired from his position as Director of

various Group companies during the year. He was replaced by Celia Mearns, who was acting Chief Financial Officer for a period. She was then replaced

by Mark Stirton, the current Chief Financial Officer of the Group.

TW House Sourcing Private Limited (India)K Kramer, T Benyon, M Anderton, C Srinivasan

TWL Australia Pty LimitedI McGill, B Moors, J Oram (R)

TWP No.1 LimitedM Stirton, J Oram (R), C Mearns (R)

TWP No.4 LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

TWP No.5 LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)

Warehouse Stationery LimitedB Moors

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on the

New Zealand Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the Company on issue on 28 July

2024 was 346,843,120 fully paid ordinary shares.

RIGHTS ATTACHING TO SHARES

Clauses 20-22 of the Company’s Constitution set out the voting rights of

shareholders. Ordinary shares in the Company each carry a right to vote on

a poll at any general meeting of shareholders on any resolution. Holders of

ordinary shares may vote at a meeting in person, or by proxy, representative or

attorney. Voting may be conducted by voice, a show of hands or a poll. Each of

the Company’s ordinary shares entitles the holder to one vote.

ESCROW

Apart from the shares held under the Staff Purchase Plan, the Company has no

securities subject to an escrow agreement.

DONATIONS

In accordance with section 211(1)(h) of the Companies Act 1993, the Company

records that it donated $40,000 (2023: $168,000) to various charities during

the year. In line with Board policy, no political contributions were made during

the year.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary shares

almost every year since listing on the NZX in 1994, with the exception of 2020

due to the COVID-19 disruption to business. The Group’s current Dividend

Policy was approved by the Board in March 2021. The Group’s Dividend

Policy is to distribute at least 70% of the Group’s full-year adjusted net profit,

at the discretion of the Board and subject to trading performance, market

conditions and liquidity requirements.


On 20 March 2024 the Board declared a fully imputed interim dividend of 5.0

cents per share. The Board did not declare a final dividend for the financial

year ended 28 July 2024.

AUDITOR

PwC has continued to act as auditor of the Company and has undertaken

the audit of the financial statements for the year ended 28 July 2024.

DISCIPLINARY ACTION

NZX has not taken any disciplinary action against the Company during the

period under review.

NZX WAIVERS

No waivers have been granted and published by NZX or relied upon by the

Company in the 12 months immediately preceding The Warehouse Group

Limited's balance date.

Dividends

2024 2023202220212020

Interim 5.0 10.013.00.0

Special---5.0-

Final-8.010.017.50.0

Total5.08.020.035.50.0

AreaInitiativesAssociations/Memberships

Environmental

Climate Leaders Coalition

Toitū Carbonreduce

Carbon Disclosure Project (CDP)

NZ Soft Plastics Recycling Scheme

TechCollect NZ

NZ Plastic Packaging Product Stewardship Scheme Steering Group


(General Retail Sector Representative)

Sustainable Business Council (SBS)

WasteMINZ

The Packaging Forum

Human Resource

HRNZ

ServiceIQ

Rainbow Tick

Product Sourcing

and Development

Australasian Recycling Label (ARL)

Forest Stewardship Council

Rainforest Alliance

Cruelty Free International

New Zealand Business Round Table in China (NZBRiC)

Australian Packaging Covenant Organisation (APCO)

Better Cotton Initiative

Textiles Exchange

Other

Vocational Education with Services Workforce Development Council (WDC)

Vocational Education training through Te Pukenga

MBIE - Future of Work

Retail NZ

Tertiary Education Commission / WDC

Te Pukenga New Zealand Business and Parliamentary Trust

NZ Marketing Association

Digital Boost Alliance Aotearoa

INITIATIVES AND ASSOCIATIONS

Listed below are the external economic, environmental or social initiatives to which The Warehouse Group subscribes, and the main associations and national or

international advocacy organisations of which The Warehouse Group is a member.

SUBSIDIARY COMPANY DIRECTORS continued

*

These shares were acquired from related entity James Pascoe Limited on 31 May 2024.

Holders of each class of equity security as at 28 July 2024

Class of Equity Security

Number of

Holders

Number of


Shares or Rights

Ordinary shares9,958 346,843,120

The Warehouse Group Integrated Annual Report 20249293GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 2: GENERAL DISCLOSURES 2021

2-1Organisation detailsDirectory

Financial Statements, Note 1.1

Store Map

101

48

15

2-2Entities included in the organisation’s sustainability

reporting

Financial Statements, Note 1.1

48

2-3Reporting period, frequency and contact pointGRI Report

Financial Statements, Note 1.1

Directory

40

48

101

2-4Restatements of informationThere have been no restatements made to FY23 information which has been disclosed under

these GRI standards.

2-5External assuranceGRI Report

E&Y Limited Assurance Report

40

98-99

2-6Activities, value chain and other business relationshipsGRI Report

Our Stores

Our Brands

Integrated Report

40

15

16-21

22-23

2-7EmployeesDiversity and Inclusion Report87

2-8Workers who are not employees An insignificant portion of the Group's activities is performed by workers who are not

employees or who are seasonal workers.

2-9Governance structure and compositionCorporate Governance 74-86

2-10Nomination and selection of the highest governance bodyGovernance Report –

Board Composition and Performance

78-81, 85-87

2-11Chair of the highest governance bodyCorporate Governance –

Chair

78

2-12Role of the highest governance body in overseeing the

management of impacts

Governance Report

ESS Committee Charter

78-81, 85-87

www.thewarehousegroup.

co.nz/about-us/corporate-

governance

2-13Delegation of responsibility for managing impactsOur Board

Executive Leadership Team

Corporate Governance - Board Committees

74-75

76-77

80

2-14Role of the highest governance body in sustainability

reporting

Corporate Governance - Board Committees

ESS Committee Charter

80

www.thewarehousegroup.

co.nz/about-us/corporate-

governance

2-15Conflicts of interestCorporate Governance – Director Independence and conflicts

Directors Shareholding

Substantial Product Holders

78-79


90

2-16Communication of critical concernsRisk and Materiality

Corporate Governance – Ethical Standards, Risk Management

24-25

85

2-17Collective knowledge of the highest governance bodyGovernance Report – Board Skills Matrix79


2-18Evaluation of the performance of the highest governance

body

Corporate Governance - Chair, Board structure, skills and

composition, Board evaluation

78-80

2-19Remuneration policiesRemuneration Report81-85

2-20Process to determine remunerationRemuneration Report81-85

2-21Annual compensation ratioRemuneration Report84

2-22Statement of sustainable development strategySustainability 26-30

2-23Policy commitmentswww.thewarehousegroup.co.nz/about-us/corporate-governance

2-24Embedding policy commitmentsCorporate Governance - Ethical Standards, Reporting and

Disclosure, Risk Management

Diversity & Inclusion Report

78, 81, 85


87

2-25Processes to remediate negative impactsCorporate Governance - Ethical Standards, Reporting and

Disclosure, Risk Management

Diversity & Inclusion Report

78, 81, 85


87

2-26Mechanisms for seeking advice and raising concernsCorporate Governance - Ethical Standards, Code of Ethics 78

GENERAL DISCLOSURES

GENERAL DISCLOSURES contd

2-27Compliance with laws and regulations

There have not been any significant instances of non-compliance with laws and regulations which

resulted in formal prosecutions during the reporting period.

2-28Membership associationsInitiatives and Associations91

2-29Approach to stakeholder engagementsOur Brands

Growing and developing our people

GRI Report

16-21

32-33

40

2-30Collective bargaining agreementsCurrently, 16.4% of our employees are covered by collective agreements.

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 3: MATERIAL TOPICS 2021

3-1Process to determine material topicsGRI Report

40-41

3-2List of material topicsGRI Report

40-41

3-3Management of material topicsGRI Report

40-41

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 205: ANTI-CORRUPTION 2016

3-3Management of material topicsGRI Report

Risk & Materiality

Growing and developing our people

Corporate Governance – Ethical Standards

40-41

24-25

32-33

78

205-2Communication and training about anti-corruption policies

and procedures

Anti-corruption policies have been communicated to all governance body members and

all team members across the Store Support Offices, stores and distribution centres. in

FY23, 86.3% of Store Support Office team members and 95.5% of store team members had

completed compliance module training. Team members are required to complete Anti-Bribery

& Corruption training every second year, and will be required to do this in 2025.

205-3Confirmed incidents of corruption and actions takenFive supplier bribery attempts were bought to our attention in FY24 with consequential

escalation and penalties issued. We are not aware of any other bribery incidents.

GRI 206: ANTI-COMPETITIVE BEHAVIOUR 2016

3-3Management of material topicsGRI Report

Risk & Materiality

Corporate Governance – Ethical Standards,


Risk Management

40-41

24-25

78, 85

206-1Legal actions for anti-competitive behaviour, anti-trust

and monopoly practices

We are not aware of any legal cases against the organisation regarding anti-competitive

behaviour and violations of anti-trust and monopoly legislation during the reporting period.

MATERIAL TOPICS

TOPIC DISCLOSURES

Economic

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 2: GENERAL DISCLOSURES 2021

GRI CONTENT INDEX

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 302: ENERGY 2016

3-3Management of material topicsGRI Report

Integrated Report

Corporate Governance – ESS Committee

40-41

22-23

80

302-1Energy consumption within the organisationSustainability

27

302-3Energy intensitySustainability

27

302-4

Reduction of energy consumptionSustainability

27

For further information, please refer to the CRD Report here: https://www.thewarehousegroup.co.nz/sustainability

TOPIC DISCLOSURES

Environmental

The Warehouse Group Integrated Annual Report 20249495GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 403: OCCUPATIONAL HEALTH AND SAFETY (2018)

3-3Management of material topicsGRI Report

Growing and developing our people

Corporate Governance – Board Responsibilities

Corporate Governance – Health,


Safety and Wellbeing Committee

Corporate Governance – Risk Management

40-41

32-33

78

80

85

403-6Promotion of worker healthGrowing and developing our people

32-33

403-9Work-related injuriesGrowing and developing our people

32-33

There are no workers who are not employees controlled by the Group for which the

organisation is responsible.

TOPIC DISCLOSURES contd TOPIC DISCLOSURES contd

Social

GRI CONTENT INDEX

GRI 305: EMISSIONS 2016

3-3Management of material topicsGRI Report

Integrated Report

Corporate Governance – ESS Committee

40-41

22-23

80

305-1

Scope 1 GHG emissions Sustainability 26

305-2

Energy indirect (Scope 2) GHG emissionsSustainability 26

305-3

Other indirect (Scope 3) GHG emissionsSustainability 26

305-4

GHG emissions intensitySustainability 26

305-5

Reduction of GHG emissionsSustainability 26

For further information, please refer to the CRD Report here: https://www.thewarehousegroup.co.nz/sustainability

GRI 306: WASTE 2020

3-3Management of material topicsGRI Report

Integrated Report

Corporate Governance – ESS Committee

40-41

22-23

80

306-1Waste generation and significant waste-related impactsSustainability 29

306-2Management of significant waste-related impactsSustainability 29

306-3Waste generatedSustainability 29

306-4Waste diverted from disposalSustainability 29

306-5Waste directed to disposalSustainability 29

GRI 307: ENVIRONMENTAL COMPLIANCE 2016

3-3Management of material topicsGRI Report

Integrated Report

Corporate Governance – ESS Committee

40-41

22-23

80

307-1Non-compliance with environmental laws and regulationsWe are not aware of any incidents related to non-compliance with environmental laws and

regulations during the reporting period.

308-1New suppliers that were screened using environmental

criteria

Sustainability 29-30

308-2Negative environmental impacts in the supply chain and

actions taken

Sustainability 29-30

For further information, please refer to Responsible Sourcing here: https://www.thewarehousegroup.co.nz/sustainability

EnvironmentalSocial

GRI 404: TRAINING AND EDUCATION (2016)

3-3Management of material topicsGRI Report

Growing and developing our people

40-41

32-33

404-1

Average hours of training per year per employeeGRI Report

Growing and developing our people

33

404-2

Programs for upgrading employee skills and transition

assistance programmes

GRI Report

Growing and developing our people

32-33

GRI 405: DIVERSITY AND EQUAL OPPORTUNITY (2016)

3-3Management of material topicsGRI Report

Growing and developing our people

Corporate Governance – Board Responsibilities

Corporate Governance – Health, Safety and


Wellbeing Committee

Corporate Governance – Celebrating diversity

and inclusion

40-41

32-33

78

80


87

405-1Diversity of governance bodies and employeesGrowing and developing our people

Corporate Governance – Celebrating diversity


and inclusion

33

87

405-2Ratio of basic salary and remuneration of women to menCorporate Governance – Celebrating diversity


and inclusion

87

GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING (2016)

3-3Management Approach GRI Report

Corporate Governance – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

40-41

78

407-1Operations and suppliers in which the right to freedom of

association and collective bargaining may be at risk

Sustainability

Currently, 16.4% of our employees are covered


by collective agreements.

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

29

GRI 408: CHILD LABOUR (2016)

3-3Management Approach GRI Report

Corporate Governance – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

40-41

78

408-1Operations and suppliers at significant risk for incidents of

child labour

Sustainability 29-30


GRI 409: FORCED OR COMPULSORY LABOUR (2016)

3-3Management Approach GRI Report

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

40-41

78

409-1Operations and suppliers at significant risk for incidents of

forced or compulsory labour

Sustainability 29-30


GRI 414: SUPPLIER SOCIAL ASSESSMENT (2016)

3-3Management Approach GRI Report

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

40-41

78

414-1New suppliers that were screened using social criteriaSustainability 29-30

414-2Negative social impacts in the supply chain and


actions taken

Sustainability 29-30

For further information, please refer to Responsible Sourcing here: https://www.thewarehousegroup.co.nz/sustainability

Standard DisclosureSection in this Annual ReportPage in this Annual ReportStandard DisclosureSection in this Annual ReportPage in this Annual Report

The Warehouse Group Integrated Annual Report 20249697Ernst & Young Report
SCOPE

Ernst & Young Limited (“EY”) has undertaken a limited assurance

engagement, as defined by International Standards on Assurance

Engagements (New Zealand) 3000 (Revised), to report on TWG’s

selected Global Reporting Initiative’s metrics (“GRI”), in the

Integrated Report for the 52 weeks ended 28 July 2024

(the “Report”) in accordance with the noted Criteria, as defined in

the following table:

ASSURANCE CONCLUSION

Based on our limited assurance procedures performed and the evidence we have obtained, nothing has come to our attention that causes us to believe

that The Warehouse Group Limited’s (“TWG”) selected GRI metrics within the Integrated Report for the 52 weeks ended 28 July 2024 (“Subject Matter”),

has not been prepared, in all material respects, in accordance with the Criteria defined below.

INDEPENDENT LIMITED ASSURANCE REPORT TO THE DIRECTORS

AND MANAGEMENT OF THE WAREHOUSE GROUP LIMITED

conducted in accordance with the International Standard

for Assurance Engagements (New Zealand): Assurance

Engagements Other than Audits or Reviews of Historical

Financial Information (‘ISAE (NZ) 3000’) and International

Standard for Assurance Engagements (New Zealand): Assurance

Engagements on Greenhouse Gas Statements (‘ISAE (NZ)

3410’). Those standards require that we plan and perform this

engagement to obtain limited assurance about whether the

Subject Matter has been prepared, in all material respects, in

accordance with the Criteria. The nature, timing, and extent of

the procedures selected depend on our judgment, including

an assessment of the risk of material misstatement, whether

due to fraud or error. We believe that the evidence obtained

is sufficient and appropriate to provide a basis for our limited

assurance conclusion. Ernst & Young provides assurance over

GHG emissions, Sustainability-Linked Loan as well as internal

audit and advisory services to TWG. Partners and employees of

our firm may deal with TWG on normal terms within the ordinary

course of trading activities of the business. We have no other

relationship with, or interest in, TWG.

OUR INDEPENDENCE AND QUALITY CONTROL

We have complied with the independence and other ethical

requirements of the 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, which is founded on fundamental principles

of integrity, objectivity, professional competence and due care,

confidentiality and professional behaviour. The firm applies

Professional and Ethical Standard 3 Quality Management for

Firms that Perform Audits or Reviews of Financial Statements,

or Other Assurance or Related Services Engagements, which

requires the firm to design, implement and operate a system of

quality management including policies or procedures regarding

compliance with ethical requirements, professional standards

and applicable legal and regulatory requirements.

DESCRIPTION OF PROCEDURES PERFORMED

Procedures performed in a limited assurance engagement vary in

nature and timing from, and are less in extent than, for a reasonable

assurance engagement. Consequently, the level of assurance

obtained in a limited assurance engagement is substantially

lower than the assurance that would have been obtained had a

reasonable assurance engagement been performed. Our procedures

were designed to obtain a limited level of assurance on which to

base our conclusion and do not provide all the evidence that would

be required to provide a reasonable level of assurance.

Although we considered the effectiveness of management’s internal

controls when determining the nature and extent of our procedures,

our assurance engagement was not designed to provide assurance

on internal controls. Our procedures did not include testing controls

or performing procedures relating to checking aggregation or

calculation of data within IT systems.

Our procedures included:

• Conducting interviews with key personnel to understand the

business and relevant reporting process

• Gaining an understanding of the basis for calculating and

reporting GHG emissions

• Checking that calculations had been applied in accordance with

the methodologies outlined in the Criteria

• Undertaking analytical review procedures to assess the

reasonableness of the data

• Identifying and testing assumptions that support calculations

• Checking emissions factors and considered their consistency

with the Criteria

• Reviewing the presentation of the information in the Report

• Obtaining management representation

Ernst & Young Limited

Auckland, New Zealand

25 September 2024

Ernst & Young Limited

2 Takutai Square

Britomart

Auckland 1010

PO Box 2146 Auckland 1140

A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited

Tel: +64 9 377 4790

Fax: +64 9 309 8137

ey.com/nz

We also performed such other procedures as we considered

necessary in the circumstances.

INHERENT UNCERTAINTIES

The GHG quantification process is subject to scientific

uncertainty, which arises because of incomplete scientific

knowledge about the measurement of GHGs. Additionally,

GHG procedures are subject to estimation uncertainty

resulting from the measurement and calculation processes

used to quantify emissions within the bounds of existing

scientific knowledge.

RESTRICTED USE

We disclaim any assumption of responsibility for any reliance

on this assurance report to any persons other than the

Directors and management of TWG, or for any purpose other

than that for which it was prepared.

Subject MatterCriteria

• GRI 305-1: Direct

(Scope 1) GHG emissions

• GRI 305-2: Energy

Indirect (Scope 2)

GHG emissions

• GRI 305-5: Reduction of

GHG emissions

• GRI 305: Emissions 2016

• Greenhouse Gas Protocol:

A Corporate Accounting and

Reporting Standard

(revised version) (2004)

• GRI 306-3: Waste generated

• GRI 306-4: Waste diverted

from disposal

• GRI 306-5: Waste directed

to disposal

• GRI 306: Waste 2020

TWG'S RESPONSIBILITY

The Directors are responsible, on behalf of TWG for selecting

the Criteria and preparation of the Subject Matter in

accordance with the Criteria. This responsibility includes

establishing and maintaining internal controls, maintaining

adequate records and making estimates that are relevant to

the preparation of the Subject Matter, such that it is free from

material misstatement, whether due to fraud or error.

EY’S RESPONSIBILITIES

Our responsibility is to express a limited assurance conclusion on

the Subject Matter based on the procedures we have performed

and the evidence we have obtained. Our engagement was

The Warehouse Group Integrated Annual Report 20249899

The Warehouse Group Integrated Annual Report 2024100101Directory
Board of Directors

Dame Joan Withers

John Journee

Rachel Taulelei

Antony (Tony) Carter

Robert (Robbie) Tindall

Dean Hamilton

Antony (Tony) Balfour

Caroline Rainsford

Group Interim Chief Executive Officer

John Journee

Group Chief Financial Officer

Mark Stirton

Company Secretary

Silv Roest

Place of Business

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand

Telephone: +64 9 489 7000

Facsimile: +64 9 489 7444

Website: www.thewarehousegroup.co.nz

Registered Office

C/ – BDO

Level 4, 4 Graham Street

PO Box 2219

Auckland 1140, New Zealand

New Zealand Business Number (NZBN)

New Zealand Incorporation: 9429038766633

Auditor

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142, New Zealand

Stock Exchange Listing

NZX trading code: WHS

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142, New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787


Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz/investorcentre

Shareholder Enquiries

If you have any general shareholder enquiries, including questions or

comments on this report, please contact investors@thewarehouse.co.nz.

Shareholders with enquiries regarding share transactions, change of address,

or dividend payments should contact the Share Registrar, per contact

details above. Shareholdings can be managed electronically by using

Computershare’s secure website, www.computershare.co.nz/investorcentre.

DIRECTORY

The Warehouse Group Integrated Annual Report 2024102103

2024 INTEGRATED ANNUAL REPORT
THEWAREHOUSEGROUP.CO.NZ

---

Results for announcement to the market
Name of issuer The Warehouse Group Limited

Reporting Period 52 weeks to 28 July 2024

Previous Reporting Period 52 weeks to 30 July 2023

Currency New Zealand dollars

$3,037,597

$3,132,142

$6,123

$(54,181)

Final Dividend

Record Date Not Applicable

Dividend Payment Date Not Applicable

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Mark.Stirton@twgroup.co.nz

26 September 2024

Authority for this announcement

Name of person authorised to

make this announcement

Mark Stirton (Group Chief Financial Officer)

Contact person for this

announcement

Mark Stirton (Group Chief Financial Officer)

(09) 489 7000

Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.439 (28 July 2024) $0.680 (30 July 2023)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The investor presentation and media release which accompany this

announcement, provide information and commentary to explain the financial

performance of the Group for the 52 week period ended 28 July 2024.

Amount per Quoted Equity

Security

Not Applicable

Imputed amount per

Quoted Equity Security

Not Applicable

Current period

Total Revenue down (7.9)%

Net profit/(loss) from

continuing operations

down (87.7)%

Total net profit/(loss) down (281.8)%

Revenue from continuing

operations

down (6.2)%

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

---

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

THE WAREHOUSE GROUP

CLIMATE-RELATED DISCLOSURES

REPORT FOR THE REPORTING PERIOD

31 JULY 2023 TO 28 JULY 2024

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

Introduction

1.1 Message from the Chair & CEO 03

1.2 About this report 04

1.3 About The Warehouse Group 05

1.4 Our value chain 06

Governance 07

Strategy 10

Risk Management 19

Metrics and Targets 20

Appendices

Appendix 1 – First-time adoption provisions 26

Appendix 2 – Criteria used to prepare our GHG emissions 27

Appendix 3 – Definitions 33

Appendix 4 - EY Independent Limited Assurance Report 36

2024

TABLE OF CONTENTS

Cover image: Lodestone Energy. Located in the far north near Kaitaia, Kohirā is Aotearoa’s first utility-scale solar farm to supply

the national grid. The electricity supply for 26 of our stores and sites across Northland, Auckland and Waikato was switched to

this solar farm in February 2024.

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

1.1 Message from the Chair & CEO

Tēnā koutou katoa

We are pleased to present The Warehouse Group’s inaugural

Climate-related Disclosures Report in accordance with the

External Reporting Board’s (XRB) Aotearoa New Zealand

Climate Standards (NZ CS). This report lays out our company’s

climate risks and opportunities, the impact of these, and our

commitment to transition to become a lower-carbon, more

resilient business.

The last couple of years have been a real wake-up call

about climate change here in Aotearoa New Zealand. From

the terrible floods in Auckland to the wild weather Cyclone

Gabrielle brought to our East Coast, it is clear that a warming

planet is not something far off in the future – it is affecting us

right now.

We have seen firsthand the disruption extreme weather

causes for our customers, our communities, and our own

business and as one of New Zealand’s largest companies we

acknowledge we have an important part to play in tackling

this challenge.

In 2021 we set a bold goal to reduce our Scope 1 and 2

emissions by 42% by 2030 (compared with our 2020 base

year) and reach zero emissions by 2040. We are making

progress.

In FY24 our Scope 1 and 2 emissions

1

for our New Zealand sites

decreased 30.4% compared with FY23 and decreased 29.8%

compared with our 2020 base year.

Switching to renewable energy is a major part of our climate

plan. In September 2023, we signed a historic long-term

agreement with Lodestone Energy that will see all our sites

across Aotearoa New Zealand become powered by Lodestone

Energy’s new solar farms as early as 2026. As at the date of

this report, 63 of our stores and sites have converted to being

powered by solar energy. We are on track to convert all our

sites to solar, and achieve zero Scope 2 emissions by 2026.

Dame Joan Withers – Chair

Dame Joan Withers

DNZM, MBA, CFinstD

Chair – Independent

Non-Executive Director

John Journee

BCom, CFinstD, MAICD

Interim CEO – Executive Director

1. Absolute market-based Scope 1 and 2 emissions; 2020 emissions have been restated to

market-based emissions.

John Journee – Interim CEO

“We have seen firsthand the

disruption extreme weather

causes for our customers, our

communities, and our own

business and as one of New

Zealand’s largest companies

we acknowledge we have

an important part to play in

tackling this challenge.”

While we have made strides in reducing our direct emissions,

we estimate that over 90% of our climate impact comes from

our Scope 3 emissions – those outside our own operations and

within our value chain.

We have made some headway to better understand, and

measure, our full Scope 3 emissions. This year we have started

the process of measuring our full Scope 3 emissions (including

those from our supply chain) and will share all the details in

FY25 in accordance with NZ CS1.

We are committed to working closely with our suppliers to

help them lower their carbon footprint and build a more

sustainable supply chain to make a difference for our business

and the planet.

This report is another step in our climate journey. We would

like to thank and acknowledge our New Zealand retail peers

for their participation in the New Zealand retail sector’s

scenario-setting process in 2023 which formed the start of

this journey.

We look forward to the next 12 months as we make further

progress on our assessment and reporting of our own climate-

related risks and opportunities, the quantification of these,

and drafting our transition plan to tackle what’s next.

This Climate-related Disclosures Report was authorised for

issue for and on behalf of our Directors on 25 September 2024.

Ngā mihi nui

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

1.2 About this report

Reporting entity

This is The Warehouse Group’s (“the Group”) first Climate-

related Disclosures (CRD) report, in accordance with the

standards published by the External Reporting Board Aotearoa

New Zealand for the period of 31 July 2023 to 28 July 2024.

The scope of the reporting entities in this report aligns with

the Group’s accompanying 2024 Annual Report for the same

period which can be found at https://www.thewarehousegroup.

co.nz/investor-centre/company-reports.

Basis of preparation

These climate statements have been prepared in compliance

with the Aotearoa New Zealand Climate Standards NZ CS 1, NZ

CS 2 and NZ CS 3, published by the External Reporting Board.

We have applied the first reporting period adoption provisions

as permitted by the Adoption of Aotearoa New Zealand Climate

Standards (NZ CS 2). For more details, refer to Appendix 1.

Date published

This report was published on 26 September 2024, and is

available on The Warehouse Group website at

https://www.thewarehousegroup.co.nz/investor-centre/

company-reports.

Disclaimer

This report contains disclosures that rely on early and evolving

assessments of current and forward-looking information,

incomplete and estimated data, and the Group’s judgements,

opinions and assumptions. As such, this report reflects the

Group’s present understanding and/or best estimates of

current and future climate-related events, risks, opportunities,

impacts and strategies as at the date of publication of this

report. However, the Group cautions reliance on aspects of

this Report which is necessarily subject to significant risks,

uncertainties and/or assumptions.

In particular, this report contains forward-looking statements,

including climate-related goals, targets, scenarios, ambitions,

risks and opportunities, as well as statements of the Group’s

intentions, estimates and judgements. Forward-looking

statements are not facts and require us to make assumptions,

forecasts and projections about the Group’s present and future

strategies and the environment in which the Group will operate

in the future, which are inherently uncertain and subject

to limitations. For example, there are limitations associated

with the available data, and some information on which the

statements in this report are based is likely to change over

time. The Group has sought to provide a reasonable basis for

forward-looking statements and is committed to improving the

quality and completeness of its data and methodologies, but

is currently constrained by the novel and developing nature of

this subject matter.

Forward-looking statements, including risks and opportunities

described in this report, and the Group’s strategies to achieve

its targets, might not eventuate or might be more or less

significant than anticipated. New risks and/or opportunites

may also arise over time. Many factors can affect the Group’s

actual results, performance or achievement of climate-related

targets or metrics, and these may differ materially from

what is described in this Report, including economic and

technological viability, governmental, consumer, and market-

related factors which are outside of the Group’s control.

Accordingly, the Group gives no representation, guarantee,

warranty or assurance about the future business performance

of the Group, or that the outcomes or impacts expressed or

implied in any forward-looking statement made in this report

will occur.

The Group expects that some statements made in this

document might be amended, updated, recalculated and

restated in future climate-related disclosures as the quality

and completeness of its data and methodologies continue to

evolve and improve. However, the Group gives no undertaking

to update, revise or correct any statements or opinions in this

report if events or circumstances change or unanticipated

events happen after publishing this report (subject to relevant

legal requirements).

This disclaimer notice should be read together with the

limitations identified elsewhere in this report, including as

described in the metrics and targets scope, limitations, and

methodology sections on pages 20-26 of this report.

This report is not an offer document and does not constitute an

offer or invitation or investment recommendation to distribute

or purchase securities, shares or other interests. Nothing in

this report should be interpreted as capital growth, earnings or

other legal, financial, tax or other advice or guidance.

Enquiries

If you have any questions or comments regarding this report,

please contact investors@thewarehouse.co.nz

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

OUR PURPOSEOUR VISION


Helping Kiwis live better every day

Ia tangata, ia rā

To make sustainable living easy

and affordable for everyone

Kia ngāwari, kia utu māmā hoki

te noho tiaki taiao a te katoa

OUR VALUES

Mahi i nga mahi pai

We are one team, standing up

for our people, our planet

and our communities.

DO GOOD

Whakaarohia te kaiutu

We put the customer

first in everything we do.

THINK CUSTOMER


Kia haepapa

We walk the talk and

make things happen.

OWN IT

The Warehouse Group was founded by Sir Stephen

Tindall in 1982, and has evolved from a single

The Warehouse store, to become one of the largest

retailing groups in New Zealand. Our brands include

The Warehouse, Warehouse Stationery and Noel

Leeming, with currently 218 stores and $3 billion in sales.

We have 218 retail stores across New Zealand, as well as

online stores and apps, and our own distribution centres.

We also have three overseas sourcing offices located in

China, Bangladesh and India. We are a people-centred

business with more than 10,000 team members across

our locations, serving more than one million Kiwis in our

stores each week.

Our aspirational purpose is helping Kiwis live better every

day. Our vision guides our aspiration to make sustainable

living easy and affordable for everyone, while our values

guide our behaviours and rituals.

We’re focused on delivering the best products at the best

price with outstanding customer experiences to achieve

our objectives and to deliver on our long-term strategy

and growth for our shareholders and all stakeholders.

1.3 About The

Warehouse Group

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

1.4 Our value chain

StrategyPlanningBuyingSourcingMovingSelling

A high-level view of key processes across the business

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

This section describes the role of the Board in overseeing

the Group’s climate related risks and opportunities,

and management’s role in assessing and managing

climate-related risks and opportunities.

Our approach to climate governance

The Group recognises that robust corporate governance,

including the governance and management of climate-

related risks and opportunities, is essential for protecting and

growing the operations of the Group in the interests of our

customers, team members and stakeholders and to create

long-term, sustainable returns for our shareholders.

The role of our Board

The central role of the Board of Directors (“the Board”) is to

set the strategic direction of the Group, to select and appoint

the Group Chief Executive Officer (CEO) and to oversee the

Group’s management and business activities on behalf of our

shareholders and stakeholders.

This requires consideration of and engagement with all

stakeholders that are critical to our success, including

shareholders, employees, customers, suppliers and

communities, as determined by the Group and the Board.

The Board has overall responsibility for oversight of risks and

opportunities, including those related to climate change.

Through the Environmental and Social Sustainability

Committee (ESS), the Board sets objectives and targets for

climate-related issues and holds management accountable

for implementing these through:

• Embedding climate-related risk management within its

risk management framework;

• Setting policies by which the Group must comply and

report against and

• Setting strategic objectives and sustainability targets

with management.

The Audit and Risk Committee supports the Board in its

oversight of climate-related risks and opportunites in

conjunction with the ESS Committee.

2. Governance

The Board comprises Directors with a mix of qualifications,

skills and experience appropriate to the Group’s industry,

operations and strategic direction, including ‘Environment

and Corporate Social responsibility experience’. A list of our

Directors, the Committees they attend and a comprehensive

matrix of skills can be found in the Annual Report on page

79. Ongoing training includes external courses, briefings by

senior management and guest speakers on relevant industry

and competitive issues, occasional overseas study tours and

site visits.

In April 2024, members of our Board and ELT attended

Advanced Climate Governance training, designed in

collaboration with The Warehouse Group, Chapter Zero and

the Sustainable Business Council, specifically for the needs

of New Zealand company directors.

The Board meets at least nine times a year. In February 2024,

the Board was updated on the Group’s climate disclosure

workplan.

Environmental and Social

Sustainability Committee

(ESS Committee)

The role of the ESS Committee is to assist the Board in

governing the Group’s environmental and social sustainability

responsibilities, including setting long-term climate-

related objectives and monitoring the implementation and

performance of these objectives.

The ESS Committee reviews and approves the Sustainable

Living Plan, and Transition and Emissions Reduction Plans

which are in development. This covers setting, monitoring

and overseeing the achievement of sustainability metrics

and targets including management of climate-related

risks and opportunities. The ESS Committee also ensures

that organisation design and resources are aligned with

aspirations. The ESS Committee reviews the Group’s annual

climate-related disclosures and recommends these for

approval to the Audit and Risk Committee.

The ESS Committee meets on a quarterly basis. During

FY24, the ESS Committee considered the Group’s approach

to climate-related governance, climate-related scenarios,

including parameters such as scope and timeframes, and the

risks and opportunities that had been prioritised. The ESS

Committee also had an initial discussion on how the Group’s

strategy may need to adapt to respond to these prioritised

climate-related risks and opportunities.

Audit and Risk Committee (ARC)

The role of the ARC is to assist the Board in fulfilling its risk

management and audit responsibilities, and to ensure that

appropriate risk management systems are in place and

are operating effectively. The ARC supports the Board in

its oversight of climate-related risks and opportunities, in

conjunction with the ESS Committee.

The ARC meets at least three times each year.

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

Executive Leadership Team

The Warehouse Group Board

Environmental and Social

Sustainability Committee (ESS Committee)

The role of the ESS Committee is to assist the Board

in governing the Group’s environmental and social

sustainability responsibilities, including setting long-

term climate-related objectives and monitoring the

implementation and performance of these objectives.

The role of the ARC is to assist the Board in fulfilling

its risk management and audit responsibilities,

and to ensure that appropriate risk management

systems are in place and are operating effectively.

The ARC supports the Board in its oversight

of climate-related risks and opportunities, in

conjunction with the ESS Committee.

Team Member

Engagement

Supplier Engagement

and Innovation

Public Policy

Horizon Scanning

Data and External

Insights and

Foresights

Operational Sustainablility Committee

(established September 2024)

Enterprise Risk Management Committee

Responsible for progressing the Sustainable Living

Plan, Transition and Emissions Reduction Plan and

sustainability and climate-related metrics and targets

across the business and supporting the preparation

of associated reporting and disclosures.

Responsible for assessing material risks and

opportunities including sustainability and climate-

related risks and opportunities affecting the Group

and monitoring the mitigation of risks and

opportunities.

Supporting business workstreams

Overall governance

and constructive

challenge

Overall delivery

support and

preparation of

disclosures/reporting

Audit and Risk Committee (ARC)

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The role of our Management team

Executive Leadership Team (ELT)

The CEO is accountable for the delivery of the company’s

environmental and social sustainability programme as set

out in the Group’s Sustainable Living Plan and associated

initiatives.

The CEO is supported on the ELT by nominated sponsors,

being the Chief Financial Officer (CFO) and Executive

General Manager (EGM) Supply Chain and Sourcing (who

also acts as the Group’s Chief Sustainability Officer).

These two individuals are responsible for embedding

the sustainability and climate transition and physical

risk framework across the business, and sustainability

reporting, including the preparation of this Climate-related

Disclosures Report.

The ELT is tasked with embedding more sustainable business

practices (including management of climate-related risks and

opportunities) into everything we do – business strategy, risk

management, planning and budgeting.

Operational Sustainability Committee (OSC)

The Group is focused on improvements in its sustainability

performance through implementation of more responsible

business practices and dedicated initiatives.

ln September 2024, we introduced a new Operational

Sustainability Committee (OSC) to further embed

sustainability into the day-to-day management and

operations of the business. The OSC will be responsible for

progressing the Group’s sustainability strategy (as currently

set out in the Sustainable Living Plan), including transition

and emissions reduction plans and climate-related targets

across the business.

The OSC will be chaired by the EGM Supply Chain and

Sourcing and will include members of the ELT, other senior

managers and key team members with sustainability and

climate-related responsibilities. This will ensure greater

ownership of sustainability issues and goals, identify ways

in which sustainability initiatives can create greater value,

better manage associated risks, and support teams as they

advance sustainability and manage climate-related issues in

their respective areas of the business.

The OSC will meet quarterly and will report to the Board’s

ESS Committee, supporting its activities as appropriate and

providing updates on the Sustainable Living Plan, emissions

reduction and climate-related risks and opportunities, and

metrics and targets.

Enterprise Risk Management Committee

(ERMC)

The ERMC manages risk identification, assessment,

management and mitigation across the business on behalf of

the ELT, including climate-related risks and opportunities.

The Group has a risk management framework approved by

the ERMC which it applies to all enterprise risks, including

climate-related risks. In FY24, the Group’s standard

risk register tool was updated to allow relevant risks to

be highlighted as climate-related risks and to capture

information related to transition and physical risks, the risk

emissions trajectory, and the risk time horizons. This will

help ensure climate risks and opportunities are considered

across the business and across short, medium and long-

term time horizons.

The ERMC meets quarterly, is currently chaired by the CFO

and includes members of the ELT and other senior managers

with functional risk and operational responsibilities.

Day-to-day management

Individual business areas and functions are responsible

for day-to-day management of climate-related risks and

opportunities and progressing sustainability initiatives which

are aligned with the Group’s Sustainable Living Plan and

associated goals.

The Group’s Sustainability and Ethical Sourcing team shapes

the Group’s sustainability strategy, policy development

and longer-term planning. The team is led by the GM

Sustainability and Ethical Sourcing who reports to the EGM

Supply Chain and Sourcing. The team plays a critical role

in creating awareness, educating and partnering with the

business on sustainability initiatives, including identifying

risks and opportunities. The team acts as secretariat to both

the OSC and the ESS Committee and is responsible for the

day-to-day management of the Group’s climate-related

disclosures and sustainability reporting obligations, including

the Toitū Envirocare carbonreduce programme.

The team in collaboration with key internal stakeholders,

such as Internal Audit & Risk and Strategy & Corporate

Development supports the ERMC in identifying, assessing

and managing climate-related risks and opportunities.

Management remuneration is not currently linked to

sustainability performance or management of climate-related

risks and opportunities.

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

This section describes the scenario analysis that the Group

has undertaken, the climate-related risks and opportunities

identified to date, our current and anticipated impacts of

climate change, and how we plan to position our business

towards a low-emissions, climate-resilient future.

3. Strategy

Climate scenario analysis process

In 2023, The Warehouse Group engaged with other New

Zealand retailers that are climate reporting entities and KPMG

New Zealand to develop shared scenarios for the New Zealand

retail sector (“Retail Sector Scenarios”). These scenarios are

detailed in a published report entitled “The Futures of Retail”.

The work included the development of three climate-related

scenario narratives over three time horizons for each retailer to

consider when developing their own climate scenarios.

The Warehouse Group has downscaled the Retail Sector

Scenarios and conducted qualitative analysis to develop its

climate scenarios and help identify climate-related risks and

opportunities over the short, medium and long term.

The outcomes of this process are being used to help inform

the long-term direction and continual evolution of the Group’s

strategy, as well as test its level of climate resilience.

Lodestone Energy. Located in the far north near Kaitaia, Kohirā is

Aotearoa’s first utility-scale solar farm to supply the national grid.

The electricity supply for 26 of our stores and sites across Northland,

Auckland and Waikato was switched to this solar farm in February 2024.

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Scenario development process

To downscale and assess the Group’s climate scenarios, we held a series

of workshops that were based on the XRB’s Entity-Level Six-Step Scenario

Analysis process. These workshops involved key internal stakeholders across

the Group’s value chain who set the the focal question, scope, time-frame and

identified the material risks and opportunities for our three scenarios.

The process was a stand-alone analysis, no modelling was undertaken,

and it was not integrated into our usual strategy processes. Looking ahead,

these scenario outcomes will be considered to inform our long-term strategy

planning.

The scenario development process was primarily managed internally to

ensure ownership of both the process and its outcomes. KPMG was engaged

to provide an external perspective during one of our workshops, where we

identified and defined key driving forces.

Governance process

The governance process used to oversee and manage the scenario

development process included having key ELT members participate in our

climate scenario workshops (see above). The ELT’s role was to ensure our most

material climate-related risks and opportunities were considered.

On two separate occasions in FY24 the ERMC reviewed the likelihood and

impact of our most material climate-related risks and opportunities, as well as

the management of these risks.

The ESS Committee maintained continuous engagement with management

throughout the scenario analysis process. This ongoing dialogue was

instrumental in identifying and sense checking our climate-related risks and

opportunities, including establishing strategies to mitigate these risks.

Steps 1 and 2

Engaged internal stakeholders and

defined the problem

We engaged internal key stakeholders who play a critical role in

governing and managing our value chain.

Step 3

Identified and prioritised driving forces

Driving forces (also known as ‘drivers’) are typically broad-scale

factors that influence the direction of future change. These were

discussed across Political, Economic, Social, Technological,

Legal and Environmental (“PESTLE”) driving forces.

Step 4

Selected outcomes and pathways

and drafted narratives

We used publicly available Scenarios, including the Network for

Greening Financial System (NGFS), Intergovernmental Panel on

Climate Change (IPCC), and the New Zealand Climate Change

Commission (CCC) Scenarios.

Step 5

Drafted Narratives

Our narratives follow a clear internal logic consistent with the

Retail Sector Scenarios, and applied to the Group’s drivers,

outcomes, and pathways.

Step 6

Reviewed and finalised the scenarios

Checked the scenarios are consistent and fit for purpose, then

documented our process and methodology in a full report.

Our assessment centred around key focal questions

How could climate change plausibly affect our business performance and financial results?

What should we do, and when?

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THE WAREHOUSE GROUP CLIMATE SCENARIOS

CATEGORYSCENARIO 1: ORDERLYSCENARIO 2: DISORDERLYSCENARIO 3: HOT HOUSE

ScenarioNet Zero 2050Delayed TransitionCurrent Policies

Intergovernmental Panel on Climate Change (IPCC) -

Shared Socio-economic Pathways (SSP)

SSP1–1.9SSP 1–2.6SSP 3–7.0

New Zealand Climate Change Commission (CCC)

scenarios

TailwindsHeadwindsCurrent policy reference

Policy Reaction to Climate ChangeImmediate and smoothDelayed to fast uncoordinated changeSlow change

Technology ChangeFast changeSlow to fast changeSlow change

Consumer Sentiment

Rapid reorientation towards sustainable lifestyles, as

characterised by a focus on wellbeing and conscious

consumption

Current trends continue to 2030, then abruptly

transition towards sustainable lifestyles as the physical

impacts of climate change (and biodiversity loss)

hit home

Current consumption trends continue, including the

adoption of more sustainable lifestyles by successive

generations

Physical RiskModerateModerateExtreme

Transition RiskLow to moderateHighLow

Summary

An ambitious and coordinated transition to a low-

emissions, climate-resilient future. Stringent climate

policies, innovation, ambitious investment, and medium-

to-high deployment of carbon removal solutions limit

global warming to 1.6°C in 2050 and 1.4°C by 2100.

Ambitious action is delayed to 2030, followed by

sudden and uncoordinated economic transformation.

Extensive, stringent and punitive government

intervention, but late government intervention, in

combination with some deployment of carbon removal

solutions, limits global warming to 1.7°C in 2050

and 1.67°C by 2100.

Current emissions reduction policies are implemented.

Current socio economic trends continue, resulting in

2°C global warming by 2050 and more than 3°C

by 2100.

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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS

Scenario narratives

Overview:

New Zealand’s retail sector is nearly unrecognisable.

Traditional retail business models based on the rapid churn

of consumer goods are no longer business as usual. Retailers

have transformed their business models to purposefully

promote and support conscious consumption.

Structural forces:

Data is omni-present throughout retail value chains, from

sourcing, to point of sharing and/or sale, to end-of-life. This

enables retailers, their partners and customers to make

informed decisions about what they buy, how they buy and

from whom in order to minimise their carbon footprint.

Society:

As generations that have grown up within the context of

an interwoven climate and biodiversity crisis gain political,

economic and cultural power – the world undergoes a seismic

shift. A long-term, interconnected view of the world that

considers the wider social, cultural and environmental impacts

of all we do has become the norm.

Key trends:

• International and domestic policy settings aim to limit

total warming by the end of the century to less than

1.5 degrees Celsius.

• Consumption is oriented towards products that use

less resources and energy. Consumers are increasingly

committed to sustainable lifestyles.

• Society is driven by an increasing commitment to

sustainable development goals; inequality is reduced

both between and within countries.

• The uptake of sustainable technologies

[e.g. renewable energies and carbon capture and

storage], as well as technologies to better manage

climate-related risks, is fast.

Overview:

The world shifts late and abruptly to a more inclusive and

sustainable development pathway that respects environmental

boundaries. Management of the shared natural resources

eventually improves but needs to make up for decades of lost

action. Large New Zealand based retailers that have adapted

to the rapid changing forces have transformed their role in

the economy from pushing conspicuous consumption to

purposefully promoting and enabling conscious consumption.

Structural forces:

To compensate for yet another lost decade, government

regulation is far more extensive, invasive and punitive than

under a Net Zero 2050 scenario. Materials and energy are

increasingly expensive worldwide, but particularly in New

Zealand and other small countries, driving up the cost of goods

and services.

Society:

A long-term, interconnected view of the world that considers

the wider social, cultural and environmental impacts of all we

do has become the norm. However, New Zealand’s delayed,

abrupt and highly disruptive transformation has taken a heavy

toll on consumers’ mental wellbeing.

Key trends:

• National and domestic policy settings fail to halve

greenhouse gas emissions by 2030 but succeed in

reaching net zero emissions by 2050.

• Consumption reorients belatedly and suddenly towards

products that use less resources and energy.

• Society is driven by an increasing commitment to

achieving overdue development goals; inequality is

eventually reduced across and within countries.

• The uptake of sustainable technologies is slow until 2030

and then extremely fast.

Orderly Scenario –

Net Zero 2050

Disorderly Scenario –

Delayed Transition

Hot House Scenario –

Current Policies

Overview:

This is a divided world that refuses to cooperate and confront

the non-negotiable realities of environmental boundaries.

Instead, countries focus on their short-term domestic best

interests, resulting in persistent and worsening inequality

and environmental degradation. New Zealand’s retail sector

has made steady but only incremental improvements in its

environmental and social sustainability. Consumers can access

detailed information about products’ environmental and social

footprint, but most don’t. Instead, price, social status, and point

of origin are primary purchase considerations.

Structural forces:

Worldwide degraded soils, limited investment and chaotic

weather are placing significant strain on production and

affordability. As global supply chains become brittle, the

complexity and cost of importing retail goods has risen –

posing particularly significant challenges to importing products.

Society:

Amidst all the evidence of accelerating environmental and

societal decay, the majority of consumers do little to demand

any substantive change from government and industry to

address the climate issues.

Key trends:

• International and domestic policy settings fail to halve

greenhouse gas emissions by 2030 or reach net zero

emissions by 2050.

• New Zealand consistently fails to meet its emissions

budgets, instead relying on international offsets.

• The Government of New Zealand increasingly focuses on

adaptation to the physical impacts of climate change rather

than action to reduce emissions.

• While an increasing number of consumers are concerned

about sustainability, purchase patterns and consumer

surveys indicate that most remain wed to resource and

energy-intensive lifestyles.

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Rationale for these scenarios

The framework architectures of the Orderly, Disorderly and

Hot House scenarios developed by the retail sector are based

on an internally coherent set of socio-economic assumptions,

decarbonisation pathways, and climate change projections.

Following the NZ CS guidance, this architecture combines

distinctive and diverse higher-level, publicly available

scenarios and projections to provide broad guidelines.

The Group’s first scenario, Orderly decarbonisation, and

third scenario, Hot House, align with the mandated NZ CS

scenarios. We selected our second scenario, Disorderly, to

represent a challenging future for our business and industry as

it is designed to explore a disrupted climate transition. These

scenarios are consistent with the retail sector scenarios (but

downscaled for TWG’s own business), and therefore support

comparability with the disclosures of other retailers. No further

scenarios have been explored.

Scenario boundaries and time horizons

The climate-related scenarios have been limited to the

following boundaries when assessing the scope and materiality

of climate-related risks and opportunities.

For easy comparability for primary users, we have applied the

same time horizons as was agreed with the New Zealand retail

sector, as documented in The Futures of Retail Report. The

Group has used these time horizons for both undertaking its

scenario analysis and characterising the climate-related risks

and opportunities it has identified as short, medium or long-term.

Current Transitional and

Physical Impacts

The Group understands that climate change is already having

an impact on our communities, partners, team members and

sites in New Zealand, Australia, China and Bangladesh.

The following key physical and transitional risks have been

identified as having an impact on our Group in FY24 reporting

period. This list is not exhaustive and excludes impacts we

consider to be immaterial.

PARAMETERSBOUNDARIESRATIONALE

Geography

New Zealand

China

Bangladesh

Australia

New Zealand is where our 221+ sites are located for the Group and

comprise 10,000 team members. Together, New Zealand, Australia,

China and Bangladesh make up more than 80% of our sourced

products.

Retail categories

Fast-moving consumer goods

Slow-moving consumer goods

We have kept the same category as the Retail Sector Scenarios of

FMCG and SMCG to allow for valuable sector-wide insights without

requiring overly detailed sub-sector analysis.

Value chain elements

Tier 1 and Tier 2 Manufacturing

New Zealand Distribution

Retail

International Supply-chain

Logistics

We have kept the elements from the retail sector scenarios with the

addition of International Supply Chain Logistics to account for the

impacts from the different countries from which the Group sources

products.

Time horizons

Short-term: 2024-2030

While the retail sector operates on a one to three year time horizon,

2024-2030 aligns with the New Zealand retail sector scenario

setting, as well as the Group’s own five-year strategic planning

process.

We have aligned with the New Zealand retail sector scenario setting,

and encompassed the 10-year period between short-term and

allowing for a 10-year long-term period up to 2050.

We have aligned with both international and New Zealand

commitments to limit the global temperature increase to 1.5 degrees

Celsius above pre-industrial levels, and global ambitions for net zero

emissions to be attained by 2050.

Medium-term: 2031-2040

Long-term: 2041-2050

Physical Impacts

• Several floods struck China in 2023 and 2024, most

because of heavy seasonal rainfall in different areas across

the country but did not have a significant impact on our

operations (e.g. orders were not seriously disrupted).

• New Zealand weather events in Northland, Auckland,

Hawke’s Bay and the East Coast have not had any

significant long term physical impacts to our sites or

operations.

Transitional Impacts

• Internal resource requirements to meet increasing

climate-related reporting obligations.

• Increasing support to our suppliers to meet our

Scope 3 emissions reduction targets and transition

to a low-carbon future.

• Greater expectations from customers and broader

stakeholders to reduce Scope 3 emissions.

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Climate-related risks and opportunities

The table shown on the following pages sets out the key climate-related risks and opportunities the Group has identified against the three climate-related scenarios. To determine the potential

impact, these risks and opportunities were assessed against an internal materiality matrix for each scenario and time horizon, evaluating each risk’s likelihood and impact on the Group. Other

risks and opportunities not meeting the materiality threshold have not been disclosed. However, the Group will continue to monitor the materiality of those risks and opportunities and adjust its

disclosures in the future to reflect changes in materiality as required.

Transitional Risks

RISKS AND ANTICIPATED IMPACTS

CURRENT STRATEGIES

TO MITIGATE RISK

POTENTIAL FUTURE STRATEGIES

TO MITIGATE RISK

TIME

HORIZON

ORDERLYDISORDERLYHOT HOUSE

Carbon Taxes

To meet Nationally Determined Contributions

(NDCs) targets (i.e. the Paris Agreement), the New

Zealand Government could impose various climate

taxes increasing our cost of doing business. In

addition, there is a risk that other countries do

not impose the same restrictions and the Group’s

carbon-adjusted products cannot compete.

Lodestone Renewable Energy contract.

Assessing and measuring our suppliers’ current

carbon footprints.

Investing in recycled materials in our products.

Electrifying our fleet.

Post consumer waste recycling programmes in

our stores.

Incorporating carbon pricing considerations into

long-term strategic planning processes.

Working with branded suppliers, and third-party

providers to reduce their emissions.

Advocating for policy changes that support an

orderly transition.

Short-term

Medium-term

Long-term

Insurance Premiums

Insurance rates surge leading to increased

indirect (operating) costs and impact on margin

and potentially putting the business in a

compromised position where it may have to self-

finance situations not covered by insurance.

Diversifying sites across multiple locations

throughout New Zealand to spread risk.


Regular asset portfolio review is part of our

strategic planning.


Continuous insurance cost optimisation.

Incorporating climate change considerations into

long-term strategic planning.

Short-term

Medium-term

Long-term

Climate Regulations

Increased complexity, cost and resources needed

to meet increasing climate regulatory needs,

leading to increased indirect (operating) costs and

impact on margin.

Engaging experts where necessary to support

compliance.

Allocating appropriately skilled internal resource.

Ensuring adequate resource is available to comply

with the policies and capital allocated to support

environmental initiatives.

Advocating for policy changes that support an

orderly transition.

Short-term

Medium-term

Long-term

Brand Reputation

There is a risk that extreme and quick changes in

consumer expectations could lead to the Group

getting left behind and losing market share if

it does not adapt to new, sustainable business

practices before our competitors. If this risk

eventuates it could negatively impact revenue

potential.

A major focus of our sustainability plan is striving

to make sustainable living easy and affordable to

everyone.

Moving all light passenger fleet to electric and

in partnership with Lodestone Energy switching

all stores and offices to solar power. Improving

sustainability performance of products and

packaging and engaging suppliers on reducing

their GHG emissions.

Since 1982 the Group has raised more than $83

million for New Zealand charities and communities.

Adapting The Group’s business model to changing

consumer expectations. Significant investment is

required to adapt.

Short-term

Medium-term

Long-term

Very HighHighMediumLow

Short-term Medium-term Long-term

2024 – 2030 2031 – 2040 2041 – 2050

RISK PROFILE TO

THE WAREHOUSE GROUP

TIME

HORIZONS

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Product Affordability

Growing economic and social inequalities means

many of customers struggle to afford items that are

not essential or sustainable.

The challenge of the Group’s ability to generate

sales, paired with continued high inflation impacting

Cost of Goods Sold (COGS) and Cost of doing

Business (CODB) will impact the Group’s margin.

Offering everyday low-price items at

competitive prices.

Actively reducing operating costs.

Identifying opportunities to reduce operating

costs and improve efficiency without

compromising product quality.

Optimising inventory levels to minimise excess

stock and reduce carrying costs.

Short-term

Medium-term

Long-term

Physical Risks

RISKS AND ANTICIPATED IMPACTS

CURRENT STRATEGIES

TO MITIGATE RISK

POTENTIAL FUTURE STRATEGIES

TO MITIGATE RISK

TIME

HORIZON

ORDERLYDISORDERLYHOT HOUSE

Freight Disruption

Disruption to supply chain freight in extreme

weather events.

Some Group shipments may not arrive in

New Zealand for key trading periods,

impacting revenue potential.

Monitoring supply channels and working with

freight suppliers to find alternative routes for all

critical categories.

Continuing to work with freight suppliers on

alternative transportation solutions and routes.

Short-term

Medium-term

Long-term

Factory Disruption

China and Bangladesh are expected to be hit

harder than New Zealand by the physical impacts

of climate change, making it increasingly difficult

to source from these countries.

This may lead to a loss and decrease in profit,

increased cost of goods and increased supply

chain costs.

Diversified supply chain to reduce reliance on

single-source suppliers.

Increased geographic spread of suppliers to

reduce over reliance on one sourcing location.

The Group provides training and resources to

help suppliers improve their resilience to climate

impacts.

Conducting a thorough risk assessment to identify

factories that are susceptible to weather-related

risks.

Working with most material suppliers to create

adaptation plans.

Short-term

Medium-term

Long-term

Availability of Resources

Volatility in the supply of raw materials caused by

the impact of climate change.

This would negatively impact the availability of

sourced goods for the Group, increasing the

landed cost price of our products.

Diversifying the sources of raw materials.

Investing in products made from recycled

materials.

Working with suppliers to improve their raw

material sourcing and usage.

Monitoring global commodity markets; having

action or backup plans for all critical categories.

Exit/design out products with a high carbon

footprint.

Short-term

Medium-term

Long-term

Very HighHighMediumLow

Short-term Medium-term Long-term

2024 – 2030 2031 – 2040 2041 – 2050

RISK PROFILE TO

THE WAREHOUSE GROUP

TIME

HORIZONS

Transitional Risks (continued)

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Physical Risks (continued)

RISKS AND ANTICIPATED IMPACTS

CURRENT STRATEGIES

TO MITIGATE RISK

POTENTIAL FUTURE STRATEGIES

TO MITIGATE RISK

TIME

HORIZON

ORDERLYDISORDERLYHOT HOUSE

Geopolitical Instability

Localised climate-related conflicts begin to

impact the Group’s manufacturing and supply

chains in China and Bangladesh. Such events

could significantly disrupt our ability to supply our

customers. This would negatively impact revenue

(reduced sales), employment (store/Distribution

Centre closures) and reputation (inability to fulfil

customer orders).

Participating in industry groups and alliances that

promote climate resilience and sustainability e.g.

active members of the New Zealand Business

Roundtable in China (NZBRiC) which develops

thought leadership and advocates for NZ-China

matters, including on sustainability and climate-

related issues.

Mapping out the entire supply chain to identify

critical points that could be disrupted by climate-

related issues .

Avoiding over-reliance on any single supplier or

region that may be prone to climate risks.

Short-term

Medium-term

Long-term

Trading Disruption

New Zealand experiences more frequent, severe,

and less predictable weather systems, leading to

some parts of the country being uneconomical

to live in.

In the short term this may impact our ability to

trade and our logistics might not be able to access

sites. In the long term some stores may become

untradeable.

Starlink Satellite internet communication and

generators to stores when required.

While disruptive, relocating our stores as we

mostly lease our sites.

Maintaining a robust financial planning process

and risk management framework to anticipate

and mitigate potential economic challenges.

Short-term

Medium-term

Long-term

CLIMATE OPPORTUNITY SCENARIOTIME PERIOD

The Group could become a market leader by leading the shift to low-cost

energy-efficient/more sustainably sourced products

Orderly Short – long term

Increased availability of technological solutions and infrastructure to

support low-carbon activities, e.g. zero carbon freight to meet our climate

commitments

Orderly Short – long term

Opportunity to help our customers live a more sustainable lifestyle,

including solar-generators, air-conditioning/heating units and

low-energy-intensive products

Hot HouseMedium – long term

New Zealand is seen as a comparatively climate-resilient location and

access to capital and immigration leads to more prosperous economic

conditions for trading in the long term

Disorderly/Hot HouseLong term

Opportunities

The table below describes the key climate opportunities for the Group, as well as the scenario and time period in which they are most likely to appear.

Very HighHighMediumLow

Short-term Medium-term Long-term

2024 – 2030 2031 – 2040 2041 – 2050

RISK PROFILE TO

THE WAREHOUSE GROUP

TIME

HORIZONS

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Internal capital deployment and

funding decision-making processes

The Group has not to date fully integrated all of the

climate-related risks and opportunities it has identified

into its internal capital deployment and funding

decision-making processes. However, certain climate

and sustainability factors are relevant to our capital

expenditure, financing and/or investment, as described

more fully on page 26.

Strategic positioning and transition

plan

A brief overview of the Group’s current business model

and strategy is provided on pages 5 and 6 of this report.

The Group’s business strategy is complemented by our

Sustainable Living Plan, launched in FY22 and built around

four pillars – or ‘building blocks’:

1. Product and packaging sustainability leadership

2. Sustainable living solutions

3. Circularity solutions for customers

4. Running a sustainable operation.

A review of the Group’s Sustainable Living Plan, including

the climate-related initiatives within it, commenced

during FY24. This aims to ensure the plan remains aligned

with the Group’s business model and strategy, while also

considering and being informed by NZ CS requirements

and associated scenario timelines.

The Group has not set out transition plan aspects

of its strategy to an extent that would fully meet the

requirements of NZ CS and has applied Adoption Provision

4 (see Appendix 2).

That said, several actions have been completed or are in

progress with regards to developing the transition plan

aspects of our strategy, including:

• We have worked with other organisations to develop

key climate scenarios at a retail sector level.

• We have identified our material climate-related risks

and opportunities as set out in this report, including

by identifying the top 10 climate-related risks and

the high-level impact across the key scenarios. In

addition, we have identified both current strategies

that we are adopting to mitigate our climate-related

risks, and potential future strategies that could be

adopted as set out on pages 15 to 17.

• We commenced integrating climate-related risks into

enterprise risk management processes, as described

on page 19; and

• We have initiated several actions related to metrics

and targets, particularly those related to Scope 3

GHG emissions, such as improving data collection

from suppliers.

During FY24, KPMG was engaged to support the Group

Finance team’s readiness to quantify climate-related

financial impacts.

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4. Risk Management

This section describes the Group’s processes for

identifying, assessing and managing climate-related risks

and how they are integrated into the Group’s overall risk

management framework.

Risk management framework

The Group’s risk management framework has been designed

to identify, assess, control and monitor key risks. The

identification and ongoing management of these key risks

assists the business in achieving its objectives and goals. It

applies to all risks, including those related to sustainability

and climate, without explicitly prioritising one type over

another. More detail on the Group’s risk management

framework is available in our Annual Report.

The Group’s Sustainability and Ethical Sourcing team is

responsible for making the initial risk appetite determination

for sustainability, including climate-related risks, across risk

appetite profiles. This is undertaken with due consultation and

engagement with key internal stakeholders.

The Groups ERMC monitors management of the Groups

risks against its risk appetite and ensures operational risk

management practices and procedures are prudent.

(see also page 9).

Prioritising climate-related risks and

opportunities

In FY24, the Group’s risk management framework was adapted

and extended to enable transition and physical climate-

related risks and opportunities to be identified using the

same short, medium, and long-term time horizons used in

the Group’s climate scenario analysis. Scope and potential

materiality of climate-related risks and opportunities were

assessed giving due regard to boundaries established for four

key parameters namely geography, retail categories, value

chain, and time horizons (see page 14 for more detail).

During FY24, potential climate-related risks and opportunities

were identified via a series of cross-functional workshops,

assessing the potential impacts of internal and external

drivers on the business using a PESTLE assessment

framework, considering:

• Direct or indirect climate change issues

• Climate risk category, i.e. Transition or Physical risk impact

• Associated climate scenario (i.e. Orderly, Disorderly,

Hot House)

• Time horizon by which the drivers and risk are expected to

have an impact.

These risks and opportunities were then further prioritised

through various internal reviews with key internal stakeholders,

the ERMC and ELT. They were then reviewed and acknowledged

by the ESS Committee, before being presented to the ARC and

recommended by the ARC for approval by the Board, as part of

the overall process of approving this climate-related disclosure.

Key climate-related risks and opportunities are entered onto a

risk register which is maintained by the Group’s Sustainability

and Ethical Sourcing team.

The Group acknowledges that arrangements for managing

risks are more established than those for managing

opportunities. We anticipate that these will mature over the

next few years, as the Group’s approach to climate-related

opportunities is enhanced and formalised.

Frequency of assessment

The Group undertook scenario analysis and an associated

assessment of climate-related risks and opportunities for

the first time in FY24. Going forward prioritised climate-

related risks and opportunities will be reviewed quarterly, in

consultation with the ERMC, with updates on this process

provided to the OSC and in turn to the ESS Committee.

In addition, the Sustainability and Ethical Sourcing team,

under the sponsorship of the OSC, will facilitate an annual

review and update of climate-related risks and opportunities

which will run concurrently with our annual scenario analysis

process.

Risk assessments may also be updated in light of new

information or changing circumstances. Any material changes

to climate-related risks or opportunities outside of regular

processes will be reported to the OSC and ERMC, and the risk

register updated accordingly.

During FY25, we will continue to integrate key climate-

related risks and opportunities into existing risk management

processes by assigning operational ownership of risks

and controls, considering strategies for horizon scanning,

assessing anticipated financial impacts and determining

criteria for refreshing and reviewing scenario analysis.

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5. Metrics and Targets

This section set out information relating to our climate-related

metrics, and targets used to manage climate-related risks and

opportunities.

GHG emissions inventory

The Group is a Toitū carbonreduce certified organisation.

The Toitū carbon certification is a voluntary programme that we

participate in as part of our commitment to climate action. This

carbon certification programme requires adherence to a set of

standards and rules on an annual basis, focusing on measuring and

reducing GHG emissions according to ISO 14064-1:2018 standards.

We have also reported to CDP – the global climate disclosure

initiative – each year since 2011. In 2023, we achieved a CDP

climate score of B.

Emission categories

The Group currently assesses operational impact on the climate

by measuring our absolute Scope 1, 2 and certain Scope 3

emissions against a 2020 base year.

Scope 1 includes GHG emissions from sources that we own

or control. This includes the fuel used in vehicles we own or

lease, natural gas and emissions generated through the use

of refrigerants. Our scope 2 emissions include indirect GHG

emissions from the generation of electricity that we purchase.

These scope 2 emissions are different depending on whether

they are calculated using a location-based or a market-based

methodology, and we disclose both in this report.

Scope 3 includes GHG emissions generated by our own suppliers

and customers. The most significant Scope 3 GHG emissions

which contribute to our carbon footprint inclu

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.