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Annual Report

Annual Report8 April 2025BGPConsumer Discretionary

RETAIL
IS OUR

WORLD.

Briscoe Group

Limited

Annual Report 2025

04 At a glance
06 Board of Directors’ Report

08 Managing Director’s Report

12 Financial Performance

15 Strategy

16 Supply Chain

17 Customer Base

19 Sustainability

28 Climate-Related Disclosures

41 Independent Assurance Report GHG

46 Consolidated Financial Statements

84 Independent Auditor’s Report

88 Corporate Governance Statement

105 General Disclosures

108 Top 20 Shareholders

109 Directory

Contents

3
Briscoe Group Limited Annual Report 2025

At a glance
We are a leading New Zealand retailer

with a blend of bricks-and-mortar and

online shopping channels, offering

our customers the best range of

international brands at great prices.

47

BRISCOES

HOMEWARE STORES

43

REBEL SPORT

STORES

01

DISTRIBUTION

CENTRE

01

AUCKLAND

BASED SUPPORT

CENTRE

Briscoe Group Limited Annual Report 2025 | At a glance4

Briscoe Group Limited Annual Report 2025 5

Board of
Directors’

Report

Our last year has been both exciting and demanding but we

are pleased to report that our ongoing programme to drive a

leading, innovative and competitive retail operation has made

significant progress.

We continued to invest in our people, in our product and

service offering, and in the back-room and support functions

that power them.

As consumers we know that our own needs and demands are

constantly evolving. Our expectations as to delivery times,

pricing and range offerings to name just a few, are radically

more advanced than five years ago.

To match these challenging demands successful retailers

can never stand still. Our teams are constantly reviewing the

strategic retail landscape, taking account of global trends

but ensuring there is a local lens and an understanding

of the Aotearoa New Zealand customer. We continue to

recognise that omnichannel capability is a must – the speed

of technological change, social factors and the evolving needs

and preferences of consumers, reinforces this. In New Zealand,

recent data released by NZ Post states the average share

attributable to online in comparison to physical stores is 11%. In

the United States it’s 15% - both these statistics reinforce the

Group’s online strength with a mix of 19.7%.

Customers who browse online and shop instore today can,

and do, reverse that behaviour for their next purchase because

of the product choice or simply to mingle and be with others.

Relatively few shoppers shop only instore or online exclusively.

The landscape has evolved significantly over recent years and

there is yet more change to come. The resulting growth in

investment reflects the breadth of opportunity we see.

As we reported last year, the investment in our new

Distribution Centre is both significant in quantum of

investment but also in the wide range of benefits we believe

it will unlock in relation to efficiency and flexibility across our

supply chain.

This however is only one of a number of strategic initiatives as

outlined in the Managing Director’s Report (see pages 8-10).

We believe our strategy programme must be a source of

advantage – particularly at a time when economic strains

mean many retail peers may be looking to refrain from or defer

significant expenditure on strategic projects. The Group is

already benefiting from performance and profitability gains

created by projects completed in the first phase.

The core attributes of the business are enduring – our market

profile in Homewares and Sporting Goods, our ability to offer

customers a wide range of trusted international brands at great

value and a continuing focus on providing innovative and

rewarding shopping experiences.

Development of our store network continued during the

latest year, with the highlight being significant progress in the

work to deliver new flagship store designs for both Briscoes

Homeware and Rebel Sport. Our online platform developed

further, with enhancements to the customer experience and

progress on work to deliver major upgrades in functionality and

performance during the current year.

All of these matters are explored in greater depth in the pages

that follow.

Dividend

Market conditions put the retail sector under extreme pressure

during the latest year. Our financial results were affected by

what was an ongoing decline in economic conditions, and

hence consumer confidence and demand, but significantly

outperformed many of our retail peers.

Our ability to perform in difficult times and through economic

cycles is a key competitive asset that we will continue to invest

in and grow.

Directors approved a final dividend of 10.0 cents per share

(cps) which, when added to the interim dividend of 12.5cps,

results in a total dividend for the year of 22.5 cps. The total

dividend reflects the Group’s increased focus on a number

of innovative strategic initiatives, our substantial investment

programme across the next two years as well as the impact on

profit from the economic headwinds. The Company’s dividend

policy is to pay out at least 60% of Net Profit After Tax (NPAT)

when calculated on a full-year basis. Although lower in absolute

terms than in recent years, this year’s total dividend represents

a payout ratio of 83% of reported NPAT and 74% when the one-

off tax adjustment is excluded.

Corporate Governance

Briscoe Group remains committed to the highest standards

of governance and management, implemented through best

practice structures and policies. These are set out in detail in

the Corporate Governance section, from page 88.

The cohesion and effectiveness of the Board and the Executive

team are key factors in the Group’s performance. Separately

Briscoe Group Limited Annual Report 2025 | Board of Directors’ Report

6

7Briscoe Group Limited Annual Report 2023
and together, they remain aligned to its business objectives.

Currently the Company’s Constitution caps the number of

directors at 5. This has worked extremely well for the Group

since its listing in 2001, but we believe there is merit in

increasing this to 6 to allow for transition of directors as we plan

ahead. As announced last year, the Chair will not be seeking

re-election at the end of her current term (Annual Meeting

May 2027) and Andy Coupe has also signalled to the Board

his intention not to stand at the end of his current term (Annual

Meeting May 2026). Given this, having the ability to appoint

a sixth director to ensure seamless transition of directors when

they occur is essential, before returning to a Board of five.

Accordingly, you will see in the Notice of Meeting that we are

seeking your support to raise the maximum number of directors

to 6.

The Board believes the quality and agility of our senior

leadership team remains the keystone of our performance;

and that, accordingly, it is in the interests of all shareholders to

provide key senior executives with an opportunity to participate

in an appropriately structured rewards scheme.

The Group initiated its Senior Executive Incentive Plan in March

2019, under which, designated executives can be granted

Performance Rights which upon vesting, would reward them

with ordinary shares in the Company. Performance Rights

vest after three years subject to the Company’s achievement

against Total Shareholder Return and Earnings Per Share

growth targets.

There was one tranche of performance rights issued during the

year. There have been seven tranches issued under the Scheme

to date. The first five of these have now vested or lapsed and

there are a maximum 504,580 performance rights from the

two unvested trances still able to be converted to ordinary

shares subject to the Company’s performance.

Further details in relation to equity-based remuneration can be

found in Note 6.2 of the financial statements, on page 80 of

this Annual Report.

We have made further progress in the Steps to a Better

Tomorrow programme, which reflects our determination to

support the commitment of our customers and the broader

community to protecting the environment

We have reported on a range of Environmental, Social and

Governance matters in a separate section below. This includes

our second year of mandatory climate-related disclosures

under standards established by the External Reporting Board.

Conclusion

As outlined in this Annual Report, our retail environment

is dynamic. We know the Group’s future success will be

determined in part by the foundations it lays today.

Briscoe Group showed again in the latest year that it can

perform well in difficult conditions whilst pursuing a substantial

programme of improvement and change to provide for

future success. The Board recognises, and values highly,

the outstanding work of our leadership group and teams

throughout the operations.

While the operating environment remains challenging for now,

we are hopeful of a gradual improvement in trading conditions

during the current year and remain confident that the Group is

well positioned to rise to the challenges it faces.

Dame Rosanne Meo

Chair

On behalf of the Board

Rod Duke

Andy Coupe

Tony Batterton

Mark Callaghan

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

Briscoe Group Limited Annual Report 2025 | Board of Directors’ Report

7

Embracing Challenges and Seizing
Opportunities

Despite facing one of the most challenging trading

environments in the past two decades, we have demonstrated

resilience and adaptability. The year was marked by low

consumer confidence and spending, particularly in the second

half. However, our strategic initiatives and targeted promotional

campaigns enabled us to achieve sales revenue at 99.94% of

the record level set in the previous year. This is a testament to

our team’s dedication and the strength of our brand.

Navigating Economic Headwinds

While inflation and interest rates showed early signs of relief,

the impact on consumer spending was minimal. Nevertheless,

our Black Friday and Christmas promotions provided some

positive momentum. Our focus on generating sales through

strong promotional campaigns paid off, and we managed

to maintain a robust sales performance despite the tough

conditions.

Strategic Cost Management and Inventory

Optimisation

We proactively managed margins and costs through a range

of measures, including significant inventory reductions and

improvements in stock turnover. Our goal for the coming year

is to stabilise our Group gross profit margin percentage. We

have several initiatives in place to achieve this, such as reducing

clearance product levels, enhancing promotion planning and

monitoring, and implementing a new merchandise planning

tool, Impact Analytics.

Store Network Transformation

Our store development program continued to make significant

strides. Refurbishments at Rebel Sport and Briscoes Homeware

stores in Invercargill and Hornby, Christchurch, have

dramatically enhanced the in-store experience, reflecting our

commitment to modern, energetic retail spaces.


The refurbishment of Rebel Sport Henderson is well advanced,

and we are excited about the upcoming transformation.

The rollout of electronic shelf labelling across our store network

has already yielded positive results in sales and pricing clarity.

Additionally, the design of new flagship stores for both

Briscoes Homeware and Rebel Sport progressed well. These

next-generation formats are set to revitalise our in-store value

proposition and we are looking forward to their completion

within the next twelve months.

Innovative Online Growth

Our online business continues to thrive, growing to 19.69% of

Group sales. We completed several key initiatives, including

enhancements to our coupon offerings, the introduction of

express delivery services, and the implementation of Apple

Pay. These advancements, along with our suite of AI tools for

product data management, have positioned us well for future

growth.

Strategy

Briscoe Group is committed to evolving along with the

needs and preferences of customers. This requires continual

improvement, change, and adaptation. Our customers and

market dynamics are changing along with social trends,

technologies, and product innovation. Our own experience and

insights gained through research suggest key trends that are, or

will be, affecting major retailers in New Zealand.

Our response to these shifts is multi-faceted:


We are investing to ensure that the shopping

experience we provide remains compelling – an

attractive and rewarding combination of the store

or online environment, the ease and enjoyment that

customers experience, and the value provided.


We are expanding and refining the range of options we

provide for customers to do business with us in-store

and online.


We are working with our brand partners to provide

new product options.


We are re-engineering our supply chain to drive

productivity gains that can be reinvested in a myriad of

ways.

Managing

Director’s

Report

Briscoe Group Limited Annual Report 2025 | Managing Director’s Report

8

Our strategy program is now in its second phase. This sees
it moving from a broad view of enhancements of systems,

technology, and the shopping experience to a focus on

projects to equip our operations for growth beyond current

capacity.

The first three years of the program produced a wide range

of enhancements to systems and technology, improving

our internal performance and profitability at a time of severe

demand and cost pressures across the retail sector. These

included major projects such as the expansion of our online

platform, the introduction (and then expanded ranging) of

direct-to-consumer products online, the introduction of

electronic shelf labelling, and upgrades in a range of internal

systems and technologies that enable our teams in support

functions to be more effective.

Projects underway in the current year include:


New online platforms that will step-change the way we

manage and present our online offering, based on the

new Adobe system.


The simultaneous launch of the new Marketplacer

platform, will rescale our ability to connect customers

with different suppliers and products by providing

increased direct-to-consumer options.


The implementation of a new merchandise planning

tool, Impact Analytics, will improve the quality of

product purchasing and sell-through, providing a level

of analysis and ordering capability we have not had

before.

Distribution Facility Project

Now well underway is the largest capital investment to date

– the establishment of a new distribution centre to replace

our existing centre. The new facility, in Drury, South Auckland,

will provide five times the warehouse space of our existing

centre. This will revolutionise our warehousing and distribution

efficiency, help to optimise inventory control and store

efficiency, and thus free resources to invest in the customer

experience we provide.

The new distribution centre progressed significantly during

the latest year, with the implementation and staff training

completed for a new warehouse management system,

Manhattan, the selection of the automation partner and

the completion of earthworks. The start of construction

is scheduled for late in the current half-year, and the new

Distribution Centre is expected to be operational from the third

quarter of calendar 2026. (Refer page 16 for further detail).

Investing in Our People

Our team has shown remarkable dedication and flexibility in

navigating the challenges of the past year. We were pleased to

be able to deliver a 6% wage increase for our in-store, hourly-

paid team members which follows similar increases in 2022

and 2023, resulting in 21% growth over three years.

We have an expanding range of programs to support and assist

team development. These include health and safety initiatives,

work training for diverse needs such as product knowledge

and customer interaction, support functions, and other core

skills. We also focus on leadership development and provide

opportunities for tertiary education.

Briscoe Group Senior Leadership Team (from left): Aston Moss, Rod Duke, Geoff Scowcroft, Isabel Campbell, James Baillie,

Darren Porteous, Andrew Scott.

Briscoe Group Limited Annual Report 2025 | Managing Director’s Report

9

Our ongoing commitment to digital transformation will
continue to be a key driver of growth. The new online

platforms and AI tools we are implementing will not only

enhance our online presence but also provide customers

with a more seamless and enjoyable omnichannel shopping

experience.

We are also focused on expanding our product range

and working closely with our brand partners to introduce

innovative and high-quality products. This will ensure that

we remain competitive and continue to meet the evolving

needs of our customers.

Our greatest asset is our team’s ability to perform well in

the current environment and create conditions for future

success. We are confident that their dedication and

expertise will enable us to navigate any challenges and seize

new opportunities as they arise.

Looking further out, we believe that our strategic initiatives

will drive sustainable growth and profitability across the next

few years and beyond. We are committed to delivering value

to our shareholders and creating a sustainable future for our

company.

Rod Duke

Group Managing Director

These programs are delivered through various platforms,

including online training, learning modules developed

in conjunction with external providers, and partnerships

with tertiary institutions. Our commitment to our team’s

development is reflected in improvements in our formal

measures of health and safety, employee engagement, and

customer satisfaction.

Looking Ahead with Excitement

While trading conditions remain tough, we are optimistic

about the future. We anticipate that reduced inflation and

interest rates will eventually boost consumer confidence. Our

strategic initiatives are set to drive growth and profitability in

the coming years.

We are particularly excited about the potential benefits

from our new distribution centre, which will significantly

enhance our warehousing and distribution capabilities.

This investment will enable us to better manage inventory,

improve store efficiency and ultimately provide a superior

customer experience.

Briscoe Group Limited Annual Report 2025 | Managing Director’s Report

10

Briscoe Group Limited Annual Report 2025 11
11

Revenue
Total Group sales for our financial year ended 26 January

2025 were $791.5 million – 99.94% of last year’s record sales,

a difference of only $484,000. In a market widely reported

as the most challenging for many years to close three of our

quarters with positive growth and the full year that close to

record sales is a significant achievement.

Online sales represented 19.69% of total Group sales,

increasing the mix of business by nearly 1%. This

improvement reflects the continued focus on enhancing the

online customer experience through a number of initiatives

implemented during the year. VIP Club membership grew

to over 2 million across the Group with increases in both

member frequency and annual spend. The re-platforming of

the online front-end will provide a further step-change to our

online business.

We continue to see growth across a number of our categories

with electrical and home décor/giftware categories

particularly strong for homewares and menswear and sporting

equipment delivering solid growth within the sporting goods

segment. A number of existing and new initiatives were

instrumental in driving growth across categories including

the introduction or expansion of brands such as Ninja, On

Running and Lorna Jayne.

Gross Margin

As expected, in response to the economic downturn and

highly competitive retail market, the Group’s gross margin

percentage declined for the period from 42.40% to 40.37%.

Whilst we expect margin pressure to continue including from

a relatively weaker New Zealand dollar, we have a number of

initiatives outlined in the Managing Director’s Report to assist

with margin growth.

Operating Costs

Cost control continues to be an integral part of managing the

business especially in challenging conditions so to maintain

total costs increases to 1.11% for the year was an outstanding

result across the business. During the period we were pleased

to be able to provide an increase of 6% to our in-store hourly-

paid team as well as absorb other cost increases from the likes

of power, occupancy, warehousing and IT.

Net Profit After Tax (NPAT)

This year’s reported NPAT includes a one-off tax adjustment

of $7.4 million as a result of tax changes enacted by the

government. Excluding this adjustment NPAT

1.

for the year

was $68.0 million compared to $84.2 million reported for the

previous year.


Comparison to pre-Covid

Although the Covid pandemic presented itself over 5 years

ago the year-ended immediately before that (year ended

January 2020) remains the most recent ‘normalised’ year in

relation to the impacts felt not only from the pandemic but also

the subsequent economic recession of the last 18 months.

The following comparison between this year and the year

ended January 2020 brings context to what has been an

incredibly challenging year.

Group Sales+21.20%$791.5 million vs $653.0 million

Gross Profit Margin %+0.94%40.37% vs 39.43%

NPAT

1.

+8.67%$68.0 million vs $62.6 million

1. Excluding impact of $7.4M tax adjustment

Balance Sheet

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

balances of $142.4 million as at 26 January 2025 and no term

debt. Approximately $30 million of creditor payments included

in the trade payables balance were subsequently paid on or

before 31 January 2025.

Inventory control remains a key factor of our performance,

and the year-end value of inventory closed at $99.7 million,

$5.2 million lower than last year, a great achievement despite

intense sales pressure. We believe there are further significant

inventory improvements to be realised in the short-term

through the implementation of the new merchandise planning

tool as well as longer term benefits as a result of the new

distribution centre once it is in operation.

During the year $58.2 million of capital investment was made

by the Group of which $40.0 million represents expenditure in

relation to the new distribution centre project. The roll-out of

electronic labelling throughout the Group network accounted

for around a further $10.0 million of capex with the balance

being for store refurbishments, store essential expenditure and

enhancements to system software and hardware.

With the significant investment the Group will make across

the next 18 months in establishing the new distribution centre,

combined with the seasonality of our operational cashflow,

the Group expects to establish a relatively modest funding

facility which we expect to utilise for a short time this year

before closing the year with no debt. We expect the facility will

be more regularly utilised across the following three financial

years.

Geoff Scowcroft

Chief Financial Officer

Financial

Performance

Briscoe Group Limited Annual Report 2025 | Financial Performance

12

11.3%
6.1%

4.5%

Significant online sales mix

improvement.

Online mix of sales

%

21.5%

18.7%

19.7%

18.8%

10.0%

8.2%

99.9% of last year’s record sales.

* 2021 includes 53 weeks of trading.

Total revenue*

$M and growth %

* NZ IFRS16 adopted from 2020.

$68.0M NPAT** achieved in challenging

economic environment.

Net profit after tax*

$M and sales %

Key performance indicators (KPIs) are

used by the Board and management to

monitor business performance.

0.8%-0.1%

605.1

555.5

585.9

631.9

653.0

701.8

744.4

792.0791.5

6.1%

5.6%

7. 5 %

4.4%

5.5%

3.3%

3.3%

9.2%

785.9

202020212019

2018

201720162022202420252023

10.6%

8.6%

202020212019

2018

20172016

61.3

47.1

59.4

63.4

62.6

73.2

87.9

84.2

68.0

202220242025

11.8%

11.3%

10.4%

10.0%

10.1%

9.6%

10.1%

8.5%

88.4

2023

202020212019

2018

201720162022202420252023

19.0%

Gross profit margin % still above pre-

Covid level despite severe economic

downturn.

Gross profit margin

%

45.8%

42.4%

40.4%

43.8%

40.1%

40.6%

40.0%

40.1%

202020212019

2018

20172016202220242023

44.0%

39.4%

* Approximately $30 million of creditor payments made immediately

after balance date in 2025 (2024: $20M, 2023 $26m).

Free cash flow (defined as net cash

from operating activities less capital

expenditure) reflects progression of

Distribution Centre project.

Free cash flow*

$M

202020212019

2018

20172016

55.5

26.7

75.0

49.0

60.3

81.1

76.6

51.6

20222025

128.0

108.3

20232024

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

2021 Includes 6cps special dividend.

Dividend reflects Group commitment

to significant strategic programme as

well as the impact on profit from the

economic headwinds.

Dividends per share*

cents

202020212019

2018

20172016

19.0

15.5

18.0

20.0

8.5

28.5

2 7.0

22.5

20222025

28.0

29.0

20232024

** Excluding impact of $7.4M tax adjustment.

2025

Briscoe Group Limited Annual Report 2025 | Financial Performance

13

Briscoe Group Limited Annual Report 2025
14

This year we completed our first year of the second phase
of our strategic plan (2024 to 2027), we have made

record levels of investment into strategic initiatives and are

incredibly proud of the progress we have made. The plan

is on track and in budget which is a testament to our teams

focus and capability.


This next phase covers a wide range of initiatives, further

evolving the retail experience and transforming our supply

chain all while making sure we have the appropriate

Foundations (“Building blocks”) in place. The initiatives

will provide a platform for the group to accelerate long

term growth.

Strategy

The following sections cover in more detail some of the

exciting initiatives we have underway including our new

Auckland Distribution Centre, expanding and strengthening

our customer base and taking Steps to a Better Tomorrow

guided by our Sustainability strategy.

Andrew Scott

Chief Opperating Officer

Deliver the best retail experience in New Zealand

LONG TERM GROWTH

ACCELERATION

RETAIL EXPERIENCE

EVOLUTION

SUPPLY CHAIN

TRANSFORMATION

BUILDING

BLOCKS


Expand existing global

commercial growth.

Direct to Customer

(DTC) labels.

Online Platform upgrades.


Strategic store concepts.

Enhance Retail DTC labels.

Sport & Briscoes hardware

product expansion.


New loyalty program.


New Auckland

Distribution Centre (DC).

Expanded automation

and robotics.

Global Sport inventory

optimization.


Tech Architecture,

Automation, and AI to

simplify processes.

Increase positive impact

through sustainability.


Expanded DTC to cover

over 110 Suppliers.


New Adobe platform due

to go live by July 2025.


ESL Labels rollout

completed to all Briscoes

and Rebel stores.

Rebel flagship store

design complete.


New DC Site design

completed.

Rebel clearance stock

reduction.

The new Assortment

Planning, Allocation &

Replenishment system

Impact Analytics (IA)

on track.


New Marketplace platform

selected and design well

advanced.

Over 60 team members

completed our Leadership

program.

Over 200 ethical supplier

audits completed.


New Adobe platform due to

go live by July 2025.

Test of new product

categories on the

Marketplace DC platform

July 2025.


Further optimization of

Briscoes and Rebel

product ranges.

New Rebel Flagship store

due to open by January

2025.

Completion of Briscoes

Flagship store design.


Loyalty platform test for

Rebel Sport.


Early access to new

Auckland DC site.

AI Allocation and

Replenishment modules

launched by July 2025.

AI Assortment Planning due

to go live by October 2025.


Roll out supplier audit program

to local suppliers.

Tech platform review for next

5 to 7 years underway.

Continued focus on waste

minimization.

Delivered in year end Jan 2025:

Key Deliverables for year end Jan 2026:

Group Strategy 2024 – 2027

Briscoe Group Limited Annual Report 2025 | Strategy15

Technology innovations to drive
range optimisation


This year our merchandise division will implement an end-

to-end suite of planning, merchandising, and inventory

management tools in partnership with global leader in

artificial intelligence and machine learning forecasting for

retail, Impact Analytics. This investment aims to enhance our

forecast accuracy and inventory management, ensuring that

we can consistently meet customer demand with the right

products, in the right place, at the right time.

New product ranges to meet

segment needs


In conjunction with the delivery of our suite of enabling

systems, we are further enriching our category management

framework and practices to increase relevance to new and

potential customers. A core capability of the group has been

our continued ability to trade at a compelling price and

promotion for our customers. Investment in our technology,

systems, and enhanced supply chain generates opportunity

for us to drive growth through the effective utilisation of our

existing store footprint. By leveraging data, insights, and

fostering collaboration across merchandising, marketing, and

operations, we will deliver new product ranges that are more

aligned with customer preferences and market trends.

Supply Chain

New brands continuously introduced to drive

growth and customer satisfaction


In FY25 there has been a strong focus on introducing new

brands to make sure we are meeting customer demands

for new ranges, products and innovations. On the Rebel

Sport business we have introduced large global brands The

North Face, P.E. Nation, Hoka and ON Running. We also

successfully introduced local womenswear brand Hine, a

kiwi female founded brand focused on supporting diversity in

its ranges.

Our supply chain transformation continues. Construction

of our state-of-the-art distribution centre (DC) in Drury

South commenced in February 2025. The capacity this

DC provides enables reduced stock levels in our stores by

holding more in the DC and regularly replenishing our stores

in line with demand. The retail space this creates will be used

for an improved range of products and potential for new

product categories in stores.

In July 2024 we implemented our new Warehouse

Management System (WMS) in the current Distribution

Centre. The team have adapted well to the new system and

are utilising the enhanced functionality. Deploying the new

system is fast tracking key learnings and will help to shape

the operations process in our new North Island DC.

The detailed design of the new DC facility, including

automation is now complete, and the detailed operational

design, processes and system configuration is well underway

and planned to be completed by the end of July 2025.

Configuration, development and testing of the WMS for use

in the new DC will take place through to the end of 2025.

Automation software design and process flow optimisation

kicks off in March 2025 and will be developed over

several iterations with our international vendor Knapp. The

automation software build will then commence late 2025.

Target date for practical completion of the construction

is July 2026.

Briscoe Group Limited Annual Report 2025 | Supply Chain16

The Strength of Our
Customer Base

Rising customer satisfaction

The business has rising scores of customer satisfaction,

achieving consistent growth in NPS scores over the past 3

years. Briscoes now sits at 80 consistently and Rebel Sport

over 72.

Market consideration, preference and purchase continued

to strengthen over the year. Measured through our brand

tracking, Briscoes Homewares is the highest considered

brand at 77%, growing from 71% a year ago. Likewise,

preference for Rebel Sport has grown over the year from

49% to 54%.

Briscoes customer satisfaction

Healthy membership clubs

We continue to focus on growing our clubs and offering

exclusive offers and experience to drive up the frequency

and ultimately the lifetime value of our customers. We are

currently exploring the next phase of the club with a loyalty

programme that would drive high frequency through our

doors due to launch in the next 12-18 months.

Rebel Sport customer satisfaction

Briscoe Group Limited Annual Report 2025 | Customer Base17

Briscoes Club

The Briscoes Club now sits at 1,124,000 total

members, 14% growth YOY


There are now 688,500 active members.


Total value of a member is 24% higher vs a non-

member.


Club members now account for 38% of total sales.

Rebel Club


The Rebel Club now sits at 1,037,000 total members,

13.9% growth YOY.


There are 528,800 active members.


Total value of a member is 26% higher vs a non-

member.


Club members now account for 33% of total sales.

Customer Experience Enhancements

We remain steadfast in our commitment to delivering

exceptional customer experiences across all our storefronts,

both digital and physical.

Store Development Programme

Our ongoing initiative aims to upgrade 5-10 stores

annually, introducing new formats and enhancements. The

development of new flagship stores for Rebel and Briscoes

is progressing well, with an anticipated launch by the end of

2025. These flagship stores are poised to drive the next phase

of our growth.

Digital Transformation

We are currently implementing two major online platform

changes:

Adobe Commerce: This new eCommerce platform will

accelerate our speed to market, allowing us to introduce new

features and functionalities more rapidly.

Marketplacer: This Direct-to-Consumer (D2C) technology

will simplify the shopping experience for our extended online

product range.

Looking ahead to FY26, we plan to review our Contact Centre

platforms to ensure we continue to provide the highest level

of customer service.

Briscoe Group Limited Annual Report 2025 | Customer Base18

Sustainability
We are proud of the progress we have made over the past

year in advancing our sustainability initiatives, with our

Sustainability Working Group continuing to drive the business

to deliver on our goals and targets.

Driven by the four key pillars of our Sustainability Strategy:

Governance, Environment, Our People and Community,

this year has focused on solidifying the key processes,

frameworks, and responsibilities that will continue to guide

us as a company that works to care for our communities, our

people, and our environment. As we reflect on the year’s

achievements, we recognise that our understanding of how

best to improve outcomes for both people and the planet is

deepening.

Our sustainability journey remains dynamic, shaped by

continuous learning and adaptation. While the following

sustainability updates showcase the strides we have

made against our Sustainability Strategy, it is important

to acknowledge that much work remains. We are actively

addressing a number of complex sustainability challenges

facing the retail industry, that will require sustained focus.

We are grateful to our dedicated teams who have made

substantial contributions to advancing our sustainability

agenda. Their commitment has been instrumental in ensuring

that we continue to make measurable progress toward a

Better Tomorrow.

The following updates are presented for each key pillar of our

Sustainability Strategy, this year’s Steps to a Better Tomorrow.

Our Steps to a Better Tomorrow.

$1+ million

raised for CureKids

19,040 balls

<1% Difference

5.41% decrease

Diverted 75.74%

of our operational waste

from landfill

through the Pass-it-

forward program

in Scope 1 and 2 emissions

in rates of pay on basis

of gender

Briscoe Group Limited Annual Report 2025 | Sustainability19

Governance
Our Goal

To ensure board and management’s awareness of key

Sustainability issues, implementing effective measures

and controls.

Sharing our Sustainability Journey

In response to the growing demand from stakeholders for

easy access to our sustainability-related information and

reporting, this year we launched a dedicated Sustainability

Webpage on our Corporate Website. This new webpage

provides stakeholders with our key sustainability information,

ensuring they stay informed about our ongoing sustainability

journey. The webpage can be accessed at:

www.briscoegroup.co.nz/sustainability/

Climate-Related Disclosures

We are proud to present our second year of mandatory

Climate-Related Disclosures on page 28-40 of the Annual

Report. Improvements to this year’s disclosure include

elements of the first iteration of our climate transition plan

developed with thinkstep-anz and a reasonable assurance

opinion over our Scope 1 and 2 emissions.

Enabling Our Team

This year, we have focused on educating and upskilling team

members in sustainability by offering in-person training

sessions, online learning modules, releasing an internal

Sustainability Newsletter and providing regular sustainability

updates. We believe improving team engagement is key

to strengthening our sustainability efforts and maximising

our impact.

Materiality Assessment

At the end of 2024 we began our second Materiality

Assessment, with the aim of evaluating and validating our

Sustainability strategy and direction. This assessment will

ensure that we have an up to date understanding of what our

stakeholders view as the most pertinent Sustainability topics

to our business. We aim to have this process completed in

the first half of the year.

Environment

Climate, Waste & Supply Chain

Our Goal

To take action on climate change and waste across our

supply chain. Implement a credible plan to achieve net zero

emissions and to reduce waste.

Emissions Reductions

During the year we reduced our overall Scope 1 and 2

emissions by 5.41% and are on track for our 2030 target of

an overall reduction of 50% from our FY23 base year. Further

details on our emissions and our initiatives to reduce them

can be found in the Metrics & Targets section of our Climate-

related Disclosures on page 38 of the Annual Report.

This year we utilised Verisio, our chosen ethical supply

chain platform, to send an emissions survey to all our trade

suppliers to allow us to gain a high-level understanding of

where they are at on their emissions reduction journeys.

Based on this initial screening, we will be sending more

targeted surveys to each supplier to identify exactly what

targets have been set and which key groups of suppliers

will require more targeted support. Following this, we feel

we will be in a position to set an informed Scope 3 Supplier

engagement target.

Briscoe Group Limited Annual Report 2025 | Sustainability20

Working towards a Circular Economy
As waste continues to be a pressing issue for the retail

industry, it is clear that embedding circular economy

principles into our business is critical to tackling our waste.

Our Circular Economy Roadmap is well progressed and

focuses on three key areas: Eliminating Waste, Supplier

Collaboration, and Customer Engagement. We are still

working through exactly what the appropriate targets and

milestones are in this program given the complexities faced

in the New Zealand market, however, this year we have set

a target to divert 90% of our operational waste from landfill

by 2030.

Over the next 12 months we will focus on:


Expanding waste reduction initiatives.


Strengthening waste tracking and reporting to

measure progress and drive continuous improvement.


Developing and trialing circular initiatives in select

stores.


Collaborating with suppliers to better understand

circular capabilities, explore future innovations, and

identify partnership opportunities for sustainable

solutions.

Product Returns Recovery

Following the initial implementation of our Product Returns

Program in Christchurch in late 2023, the program, in

partnership with EcoCentral and All Heart NZ, is now active

in Christchurch, Auckland, and Wellington. It currently

covers 32 out of our 90 stores, with plans to expand to the

outer regions.

Through this program, we have diverted over 78,000

kilograms of product returns from landfills, with a portion of

these goods being donated to communities in need.

Other Initiatives

In the background we continue to make small changes for a

better, more sustainable future including:


Reusable name badges for our instore team members.


Phase one of our Re-uniform program: Sending

selected old uniforms back to the supplier to be

given a second life and offering second-hand uniform

options to our team.


Switching our larger web fulfillment satchels from

100% virgin plastic to 80% recycled plastic, meaning

an additional 200,000 satchels per year are made

from 80% recycled plastic.


Removing black film wrap from our web fulfillment

process, preventing approximately 90 kilometres of

plastic going into the landfill per year.


Piloting the Nespresso Capsule Recycling program:

offering our customers a circular option for Nespresso

coffee capsule disposal.


Refining and streamlining store reporting processes to

reduce printing quantities, eliminating approximately

600,000 printed pages per year.


Kicking off the process to digitise all Employee Files,

further reducing our paper printing quantities.


Engaging in Recycling Week. Releasing x5 Recycling

Learning Modules to help upskill our team on crucial

recycling practices.

In FY25 we diverted

75.74%


of our operational waste from landfill

4.05%

increase in our diversion rate

(FY24: 71.69%)

2 5 7. 2

tonne decrease in operational

waste to landfill (FY24: 1,114.6 tonnes)

Committed to diverting

90%

of

operational waste from landfill by

2030

Waste

Briscoe Group Limited Annual Report 2025 | Sustainability21

Addressing Modern Slavery Risks: Our
Ethical Supply Chain Program

Our Ethical Supply Chain Program, in partnership with

Verisio, represents our commitment to upholding Human

Rights, preventing Modern Slavery and fostering ethical and

sustainable practices throughout our supply chain. Launched

in 2023, the program is designed to enforce and uphold

rigorous ethical and environmental standards, increase

compliance and ensure that the products we stock are

produced under fair conditions.

Over the course of this program, we have made significant

progress, collaborating closely with suppliers to conduct

comprehensive factory audits, address identified risks, and

elevate ethical and environmental standards across our

supply chain.

Our Ethical Supply Chain program segments our suppliers

into three key supplier groups:

1. Overseas Trade Suppliers – Where we import products

directly to NZ.

2. Local Trade Suppliers – Where suppliers supply

products to us in NZ.

3. Non-Trade Suppliers – Service providers operating

locally and internationally.

We have tailored our approach to each supplier group based

on a high-level risk screening and feasibility assessment.

We have phased our efforts to ensure our programs are

comprehensive and adequately mitigate the nuanced issues

and risks associated with each group. We endeavour to

strengthen each program as our understanding of our supply

chain risks evolves.

1. Overseas Trade Supplier

Our initial focus has been on Overseas Trade Suppliers, as

this is where we see our key risk lie due to the nature of these

trading relationships (often involving direct dealings with

factories). For these suppliers, the program requires their

declaration of all factories used to manufacture products

sold to us, and their provision of a current approved audit

(e.g. BSCI, SMETA, Amfori) for each factory. We have made

significant progress with these suppliers. Highlights include:


All active supplier factories (over 200 factories as of

year-end) have undergone third-party ethical audits.


34% of factories are graded at our lowest risk level, low

risk.


Through the program we have reduced the number of

factories graded high risk to 16%. High risk factories

will continue to receive support to address identified

issues and achieve a lower risk grading, ensuring they

meet our compliance standards.

In 2024, we ceased trading with six factories because they

either failed to provide an audit report or refused to make

necessary improvements to meet our compliance standards.

Terminating a trading relationship is considered a last resort,

and in cases of non-compliance, we follow a clear process

that prioritises engagement and remediation efforts.

2. Local Trade Suppliers

This is the largest supplier group within our program,

encompassing a diverse range of trading relationships,

including agents, large brands, licensees, and small New

Zealand businesses. Given the complexity and varied

structures within this group, we identified a Code of Conduct

(COC) as the most effective first step to engaging with

these suppliers. Unlike our overseas trade suppliers, many

of the factories used by these suppliers already fall under

established brand audit and due diligence programs.


Currently, 95% of Local Trade Suppliers have signed

our COC, which covers the Ethical Trading Initiative

(ETI) base code.


We are currently engaging the remaining 5%, who

have not signed primarily because they have their own

brand COC.

Briscoe Group Limited Annual Report 2025 | Sustainability22

As we continue strengthening our Ethical Supply Chain
program, we are exploring ways to enhance our due diligence

for local suppliers. This includes performing a more detailed

risk-assessment to identify the most suitable audit type for

each supplier sub-category within this group.

3. Non-Trade Suppliers

Throughout 2024, we engaged our top 50 non-trade

suppliers (making up approximately 70% of non-trade spend).

These suppliers were asked to complete a comprehensive

survey to allow us to evaluate their environmental and ethical

risks. Association of Professional Social Compliance Auditors

(APSCA)-accredited auditors were then used to assess the

responses against our compliance criteria and an initial risk

grading was given to each supplier. Following this, these

suppliers have been given the opportunity to collaborate with

us, to address and improve the identified issues and risk areas.

We have been encouraged by the steady progress we have

seen in reducing these risk gradings.

Looking Ahead

In FY26 we are working to expand and strengthen our Ethical

Supply Chain Program to improve compliance through;


A rewards and recognition scheme for our overseas

trade suppliers.


Strengthening due diligence of our local ethical

supplier program.


Adding increased ethical and environmental

considerations into the non-trade onboarding process.


Policy implementation.


Increased training and communication to our internal

team and suppliers.

Briscoe Group Limited Annual Report 2025 | Sustainability23

Our People
Our Goal

Ensure we are an employer of choice and a safe place to

work where our people can thrive.

Investing in our Team

Investment in our team takes place in many ways, both

directly and indirectly. Our Management & Leadership

Development Programme continues to be recognised and

well received as a valuable aid in building organisational

capability in both operational and support roles. FY25 saw a

further four cohorts through the programme with a blend of

participants from stores and support functions.

We reflect on our financial performance as compared to pre-

covid sales and profits, and against which we achieved 20%

sales growth alongside an 8% improvement in profit. What

isn’t obvious is the steady investment which has occurred

through a 39% increase in wage rates over this same period.

Alongside this, we have maintained stable employment with

our team, earning both their understanding and trust that

we don’t make promises of wage increases that are funded

through reductions in headcount or contracted days and

hours of work.

Job security means a lot to our team, and we strive to provide

certainty in an industry or sector that often leaves workers

feeling that their incomes are precarious. This sits at the core

of our relationship with our team members, contributing

to the strong sense of trust and confidence in our future

and is reflected in a further 0.3 growth in our employee

engagement score.

Our Retail Management Teams lead over 2,300 of our people

throughout our stores. We continue to see an increasing

proportion of women in our store leadership roles, along with

our commitment to pay equity, resulting in there being less

than 1% variation in pay when assessed on the basis of gender

across different roles and tiers.

Overall, a broad range of investments in our people, systems

and processes are contributing to team member capabilities,

competence and confidence. Our team is well placed to drive

the business forward and we are excited about the further

opportunities that lie ahead with the role our people play in

our flagship stores and new Distribution Centre.

VR Manual Handling Training contributing to

enhanced Safety Performance

We are incredibly proud of our Virtual Reality Manual

Handling programme. This innovative training was piloted

in selected sites early in 2024, with further sites added

as the year progressed. Our team were a rich source of

feedback enabling us to rapidly enhance the programme. The

introduction of virtual reality as a toolkit to complement our

face to face, online and on demand training has been well

received by our team. We are also seeing excellent results

demonstrating the impact this technology can have in terms

of workplace learning alongside delivering knowledge and

skills that are transferable well beyond the workplace. Most

importantly we are excited about the potential reductions in

the likelihood of injury through manual handling activities,

something that has long been an issue across retail and many

other industries. This is a terrific example of work that builds

both the frontline and the bottom line.

This relentless focus on avoiding injury at work saw further

reductions in our Total Recordable Injury Frequency Rate

(-61%) and our Lost Time Injury Frequency Rate (-68%).


24Briscoe Group Limited Annual Report 2025 | Sustainability24

Sonder (Employee Wellbeing App)
Over 100 team members have actively used Sonder, a 24/7

holistic care app that provides access to mental health,

medical, and personal safety support with an average

response time of 10 seconds. Six months after go-live, we

achieved a 25% adoption rate across the company.

Mental wellbeing support has been the most utilised feature

by our team. Additionally, over 30 team members have

received medical care from the Sonder nurses.

Wellbeing scores on our team engagement platform Peakon

increased by 0.2 within the first quarter of Sonder being

introduced and over 60 team members provided comments

praising the app, noting its positive influence on their

daily lives.

Introducing Sonder represented a significant additional

investment in support of the physical and mental wellbeing of

our team and we are delighted that the team are both making

use of it and appreciate its value.

Aston Moss

Chief People Officer

Briscoe Group Limited Annual Report 2025 | Sustainability25

First Foundation

Our commitment to funding scholarships to support Briscoe

Group employees or direct family members continues with an

additional four students being awarded scholarships in 2024.

Our partnership with this impressive organization has resulted

in over 40 scholarships being awarded since 2013 – that’s

more than 40 individuals having an opportunity to engage

in tertiary education and take their steps towards a high

wage economy.

We are particularly delighted that the paths our scholars

have chosen, reflect a diverse set of future careers including

law, commerce, teaching and early childhood education,

healthcare, architecture and agriculture. The four-year

programme sees Briscoe Group recipients work within the

company during their scholarship alongside financial and

mentor support.

Our partnership with First Foundation has also seen more of

our managers put themselves forward to provide mentoring

support to scholars in the wider programme, meaning our

reach extends beyond that provided by Briscoe Group. Those

providing mentoring support often refer to the learning and

growth they experience, not just the satisfaction of helping

someone make their way in the world.

These scholarships are proudly co-funded by the R A Duke

Family Trust.

Community
Cure Kids

Our long-term partnership with CureKids continues to

deliver results, with over $1 million raised this year, funding

essential child-health research here in Aotearoa. Our team

has continued to maintain this fundraising momentum over

our 21-year partnership, every year seeing money going to

support this important initiative.

This year, we continued to build on that momentum with

our most ambitious 24-Hour Team Challenge yet. The event

brought together 21 dedicated teams, who kept treadmills

and bikes moving continuously for 24 hours, showcasing

remarkable teamwork and determination.

Our Goal

To improve community impact via engagement through

giving, charity and shared value.

Grassroots Grants

This year we launched our

Grassroot Grant program,

which has already

delivered a meaningful

impact by distributing

$160,000 in funding and

essential sports equipment

to communities across

Aotearoa.

To date 60 community

groups and sports clubs have

benefited from our grants,

enabling clubs and community

groups to sustain their programs.

These grants work to keep sports

accessible to everyone, regardless of

their circumstances.

We believe in the important role sports play in building

healthier, more connected communities, and we’re proud to

stand alongside the clubs and community groups, turning

this vision into a reality.

Meet Springboard—one of our proud Grass Roots Grant

recipients. Through its boxing program, Springboard

empowers 169 youth, fostering resilience, discipline,

and self-respect. Through supporters like Rebel Sports,

this initiative continues to provide a safe, nurturing

environment where vulnerable youth develop essential

life skills under the guidance of dedicated mentors.

26

Briscoe Group Limited Annual Report 2025 | Sustainability

Pass-it-forward
Scholarships

Our Pass-It-Forward

Scholarships continue

to demonstrate their

impact by empowering

exceptional young women

in sport and delivering

meaningful outcomes

for both individuals and

sporting communities.

We not only support athletes

to achieve their dreams but

work to contribute to the

broader ecosystem of sport

in Aotearoa, inspiring the next

generation of talent.

Pass-it-forward Donations

This year, the Pass-it-forward program has seen an incredible

19,040 balls and 800 cricket sets pledged to schools and

clubs across the country. By providing sports equipment

directly to the children who need it most, this initiative is

committed to breaking down the barriers to sport in NZ.

AFC Sponsorship

We are proud to support the Auckland Football Club (AFC)

as a sponsor, furthering our dedication to fostering growth

and opportunities in sports. This partnership focuses on

the AFC Development Centre, a vital initiative that nurtures

emerging talent and builds pathways for players to excel.

“I just want to thank Rebel Sport for helping me to

reach my dreams. Not only have they helped me

financially with the scholarship, but they have also

gone above and beyond to help me with boots,

mouthguards and even giving us a gift voucher. I was

able to go in and meet the team, do photo shoots

and I am looking forward to doing more with them in

the next couple of years. Thank you, Rebel Sport,

for everything.”

Braxton Sorensen-McGee

Pass-it-forward Scholarship Recipient

Meet Braxton Sorensen-McGee, a talented rugby

athlete and Pass-it-forward scholarship recipient.

Through our three-year financial and mentoring

scholarship, Braxton has been able to focus on her

athletic aspirations, culminating in many remarkable

milestones such as signing with the Auckland Blues for

the 2025 season, being selected for the Black Ferns 7’s

Camp, and earning MVP honours at the Pacific Youth

Cup Tournament.

Briscoe Group Limited Annual Report 2025 | Sustainability27

Our Climate-Related Disclosures on pages 28 to 40 cover our progress between 29 January 2024 and 26 January 2025 and
comply with the Aotearoa New Zealand Climate Standards issued by the External Reporting Board.

All figures and commentary relate to the full year ended 26 January 2025, unless otherwise indicated. Briscoe Group is a

Climate Reporting Entity under the Financial Markets Conduct Act 2013.

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

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, as it is

subject to significant risks, uncertainties, and 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 but

is currently constrained by the novel and developing nature of this subject matter and the complexity of our global supply chain

and broad base of manufacturing partners etc. Considering this, the group is committed to continuously improving the quality

and completeness of its data and methodologies.

Climate-Related

Disclosures

Adoption Provision: Description of Adoption Provision:

Adoption provision 2:

Anticipated financial impacts

This adoption provision provides an exemption from disclosing the anticipated financial

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

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

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

which the anticipated financial impacts of climate related risks and opportunities could

reasonably be expected to occur.

Adoption provision 4:

Scope 3 GHG emissions

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

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

as Scope 3.

Adoption provision 7:

Analysis of trends

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

trends for Scope 3 GHG emissions in an entity’s first reporting period, second reporting

period and third reporting period.

Adoption provision 8:

Scope 3 GHG assurance

This adoption provision allows an entity to exclude its Scope 3 GHG emissions disclosures

from the scope of the assurance engagement.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures28

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 opportunities 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 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 will not revise or correct any statements or opinions in this report once it is published (subject

to relevant legal requirements). Any changes will be reflected in future reporting periods reports.

This disclaimer notice should be read together with the limitations identified elsewhere in 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.

For and on behalf of the Board of Directors:

Dame Rosanne Meo

CHAIRMAN

8 April 2025

Rod Duke

GROUP MANAGING DIRECTOR

8 April 2025

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures29

Governance
Board Oversight

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

related risks and opportunities. The Board meets regularly, at least monthly, with Sustainability a standing item on the Board

agenda. The Board is updated on a regular basis during these meetings on the management of, and progress against goals

and targets for addressing climate-related issues. In the last year these monthly board meetings were complemented by two

supplementary meetings that were focused on sustainability and climate-related issues. The Board is supported in this function

by the Audit and Risk Committee, to perform a review of the Group’s primary business risks and its Risk Management Policy of

which climate-related risks form a critical aspect.

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

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

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

required knowledge is not available within the organisation.

BRISCOE GROUP BOARD

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

Sustainability Working Group and endorsing sustainability targets (including GHG emission reduction targets).

AUDIT & RISK COMMITTEE

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

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

framework and the Group risk profile including climate related risks.

CFO

Accountability for the measurement of greenhouse

gas emissions, financial reporting

and the Management Risk Committee.

COO

Accountability for the implementation of our

climate change transition plan, sustainability progress

reporting and the Sustainability Working Group.

MANAGEMENT RISK COMMITTEE

Members: Managing Director, COO,

CFO, Internal Audit Manager, Finance

Manager

Responsible for assessing the major

risks including climate risks affecting the

business and developing strategies to

monitor and mitigate these risks.

SUSTAINABILITY WORKING GROUP

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

Merchandise, Internal Audit Manager, Finance Business Partner,

Sustainability Advisor, Supply Compliance Manager

Responsible for driving our Sustainability Strategy, climate risk and

opportunity identification across the business, implementation of

climate transition plan and preparing sustainability disclosures including

reporting in line with the Climate Standards and internal sustainability

reporting. Engaging with experts where required and preparing Board

education.

Board

Level

Executive

Level

Management

Level

BRISCOE GROUP NETWORK

Company

Level

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures30

Management’s Role

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

climate-related risks and opportunities at a corporate level, supported by the Management Risk Committee and the SWG.

The Management Risk Committee meets every quarter to identify and assess the major risks (including climate risks) affecting

the business by maintaining a risk matrix. This matrix is used as a key input for our transition planning, with strategies then

developed to monitor and mitigate these identified risks. The risk matrix is provided to the Board via the Audit & Risk Committee.

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

initiatives and policies, including climate specific risk assessment and transition planning. The SWG meets monthly or more

often if required. Additionally, as part of the climate-risk assessment and transition planning process, it meets annually with other

members of management to monitor the identified climate-related risks and opportunities and monitor progress on transition

plan activities. The COO reports directly to the Board monthly on behalf of the SWG.

Strategy

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

the best range of brands at great prices. Our goal is to deliver the best retail experience in New Zealand. We pride ourselves on

our ability to adapt quickly to the ever-changing retail environment and continue to differentiate ourselves from others in the

sector. This year we entered the second three-year program of our strategic development program, which focuses on projects

to equip the Group for growth beyond its current capacity and comprises a combination of both existing and new initiatives. The

four key areas of this program are – Long term growth acceleration, Retail experience evolution, Supply chain transformation and

Building blocks. Further details of this program can be found on page 15 of the Annual Report.

A key focus of the Building blocks area is how we can operate more sustainably whilst we grow and increase our positive impact

through sustainability. We believe operating more sustainably helps increase our resilience to climate-related risk. Including

Sustainability as a Building block in our current strategy program highlights the importance we place on ensuring we are

positioned for success as the global and domestic economy shifts towards a low-emission, climate-resilient future. This year, we

worked with external experts (thinkstep-anz) to create the first iteration of our climate transition plan.

Although we have not yet made any significant changes to our business model or long-term strategy, getting the foundations

of our transition plan in place will allow us to make informed decisions when it comes to our longer-term strategy. We have

identified the key triggers that we will monitor to identify when more deliberate action needs to be taken. We acknowledge that

as a business we need to uncouple our growth and our emissions to ensure we can deliver on both our short- and long-term

emissions reduction targets. We are currently still working through the longer-term aspects of our Transition Plan as a business;

however, we look forward to sharing these as they evolve.

We have started to feel the transitional impacts of climate change on our business including; increased legislation (specifically

the newly introduced NZ Climate related disclosures) and increased insurance premiums off the back of climate-related events

occurring in NZ last year. This year we did not experience any significant physical impacts from climate-related incidents on our

business operations. We have not identified any material current financial impacts in this financial year.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures31

We then engaged external experts thinkstep-anz and ESG Strategy to assist us in interrogating these scenarios and
performing a Briscoe Group specific risk assessment. This process involved running several workshops with the SWG and

other key management, and had three stages:

1. An initial risk screening of a master list of over 30 risks and opportunities.

2. A baseline risk assessment representing 1.1°C of global warming helping us to identify the current physical and transition

impacts we have incurred.

3. Two further scenarios representing 1.5°C and 3.0°C of global warming.

The sector-based time horizons which look out to 2050 were used in the workshops to provide guidance, however, an

important objective of the workshops was to align risks and opportunities to entity level business planning and investment

timeframes of:

• Short-term: 1 to 3 years

• Medium-term: >3 to 10 years

• Long term: > 10years

Climate Risk Assessment:

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

Scenarios for both an Orderly and a Disorderly Transition. Both these scenarios lead to warming being limited to between 1.6°C

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

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

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

both consumer sentiment and macro-economic conditions are uncertain.

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

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

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

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

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

In FY25 as part of our transition planning process, a workshop was held with the SWG and other key management where we

reviewed the sector scenarios and our detailed climate risk assessment outputs and deemed these to still be appropriate.

Other than our experts mentioned above, we did not engage any other external partners or stakeholders in the process.

The first iteration of our Scenario analysis, climate-risk assessment, and transition planning has been performed as a stand-

alone process, no modelling was undertaken, and it was not integrated into our usual strategy processes. This is due to the

significant time and resource required in initial years to get the foundations established and have these processes completed,

while meeting timelines set forth by the External Reporting Boards climate disclosure regime. We understand the importance

of this process and believe that taking a measured approach will lead to better, more robust outcomes. However, once we have

the initial development and implementation behind us, we will look to streamline these processes and integrate them into our

existing business planning and strategy cycle.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures32

Scenario Analysis

In 2023, we collaborated with other New Zealand retailers that are climate reporting entities and KPMG New Zealand to co-

design a set of integrated climate change scenarios for New Zealand’s retail sector. These scenarios are detailed in a published

report entitled “The Futures of Retail” published on the KPMG website. 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 sector group chose three Network for Greening the Financial System (NGFS) scenarios as the basis for the sector-level

scenarios. These were: Orderly Category: Net Zero 2025, Disorderly Category: Delayed

Transition and Hot House World Category: Current Policies.

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

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

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

Scenario
Net Zero 2050

(Orderly Category)


Delayed Transition

(Disorderly Category)

Current Policies (Hot

House World Category)

Intergovernmental

Panel on Climate

Change (IPCC)

scenarios

Shared socio-economic Pathway

(SSP)-Representative Concentration

Pathway (RCP) SSP1-1.9/RCP1.9

SSP1-2.6/RCP2.6SSP3-7.0/RCP7.0

New Zealand Climate

Change Commission

(CCC) scenarios

Tailwinds HeadwindsCurrent Policy Reference

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 reducing to 1.4°C by

2100.

Ambitious action is delayed

to 2030, followed by sudden

and uncoordinated economic

transformation. Extensive,

stringent and punitive but

late government intervention,

in combination with some

deployment of carbon removal

solutions, limits global warming

to 1.7°C in 2050 and reducing to

1.6°C by 2100.

Current emissions reduction

policies are implemented.

Current socio-economic

trends continue, resulting

in 2°C global warming by

2050 and more than 3°C by

2100.

Risk of having

surpassed critical

tipping points in

Earth’s climate system

Low ModerateVery High

Severity of physical

impacts

LowestLow to moderateHighest

Severity of transition-

related impacts

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

term)

Lowest (steadily increasing, but

also giving businesses more

time to adapt)

Consumer sentiment

Rapid re-orientation 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.

Macro-economic

conditions

Immediate, orderly transition

generates short-term economic

turbulence but pronounced

benefits in the medium and long-

term. Physical impacts of climate

change exert measurable but limited

downward pressure on economy.

Delayed and disorderly transition

generates sharp economic

downturn but eventually supports

economic stability. Physical

impacts of climate change exert

moderate downward pressure on

economy.

No ‘green economic bump.’

Physical impacts of climate

change exert increasingly

significant downward pressure

on economy, potentially

growing to destabilise financial

institutions and systems by

mid-century.

Financial impact

of supply chain

disruptions

LowestLow to moderateHighest

Policy reaction to

climate change

Immediate and smoothDelayedCurrent policies only

Regional policy

variation

MediumHighLow

Speed of technology

change

FastSlow, then fastSlow

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures33

SCENARIOS:

CategoryDescription Potential Impact Potential Financial Impact Building block action
KEY PHYSICAL RISKS

Sustainable Sourcing

SML

Orderly

Disorderly

Hot House

With climate-related

events increasing globally,

there is a significant risk

to the availability and

consistent supply of raw

materials used by our

suppliers to manufacture

products.

Availability of products

offered to us from our

suppliers.

Decreased ability to

purchase required levels of

inventory.

Diversification of product

range.

Increased cost of

inventory.

Decrease in margin/profit.

Engaging with our

suppliers to understand

current resource risks

and mitigation efforts.

Identifying at risk

products/materials

in our current stock

range.

Encouraging suppliers

to adopt sustainable

practices, diversify

sourcing and undertake

their own transition

planning.

Increased storminess/

extreme winds

River and pluvial

flooding

SML

Orderly

Disorderly

Hot House

Increase in storminess

(frequency, intensity)

including tropical cyclones.

Changes in extreme wind

speed.

Increase in convective

weather events (tornadoes,

lightning).

Changes in extremes: high

intensity and persistence of

rainfall.

Increase in hail severity or

frequency.

There will be an increasing

incidence of storm events

with increasing severity

impacting supply chains

and operations.

Potential store closures.

Delays in supply chain.

Staff and customers unable

to get to our stores.

Loss of sales and decrease

in profit.

Cost of repairs/

maintenance to buildings.

Increased lease costs.

Increased supply chain

costs.

Increased insurance

premiums.

Flood risk mapping of

current and future store

and Distribution Centre

locations.

Using the flood risk

mapping to assess at risk

sites and review adaption

strategies.

Assess for vulnerabilities

in insurance cover in

relation to extreme

weather coverage.

Sea-level rise leading

to coastal and

estuarine flooding

SML

Orderly

Disorderly

Hot House

Relative sea-level rise

(including land movement).

Change in tidal range or

increased water depth.

Permanent increase in

spring high-tide inundation.

Rising groundwater from

sea-level rise.

Sea level rise of 0.32m

could impact specific

locations and increase

losses due to flooding.

Temporary store closures.

Delays in supply chain.

Staff and customers unable

to get to our stores.

Store relocations.

Loss of sales and decrease

in profit.

Cost of repairs/

maintenance to buildings.

Increased lease costs.

Increased supply chain

costs.

Flood risk mapping of

current and future store

and Distribution Centre

locations.

Using the flood risk

mapping to assess at risk

sites and review adaption

strategies.

Assessing for

vulnerabilities in

insurance cover in

relation to extreme

weather coverage.

Supply chain

SML

Orderly

Disorderly

Hot House

A main international port is

affected (e.g. by storms/or

floods).

New Zealand shipping port

or main highway is affected

(e.g. by storms/or floods).

Unable to get goods to

New Zealand.

Need to source goods from

alternative location.

Delays in supply chain.

Goods movement around

New Zealand is restricted.

Loss of sales and decrease

in profit.

Increased supply chain

costs.

Reviewing the resilience

of our supply chain by

evaluating vulnerabilities

related to climate

change.

Considering critical

ports, dependencies,

and potential disruptions

caused by extreme

weather events, resource

scarcity, or shifting

transportation routes.

Understanding the

impacts of sea-level rise

on international ports.

S – Short-term (1-3years) M – Medium-term (3-10years) L – Long-term (>10years)

Low RiskMedium RiskHigh Risk

Key climate-related risks and opportunities

Below are the top climate-related risks and opportunities we identified along with relevant Building block actions from our initial

transition plan:

KEY RISKS:

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures34

KEY TRANSITION RISKS
Regulatory & Legal

SML

Orderly

Disorderly

Hot House


With a global focus on

decarbonisation, the

increase of additional

regulation and/or

ratcheting of current

requirements could have

a significant impact on

global supply chains and

domestic regulation.

Increased legal activity

and costs due to climate

activism and/or sector

positioning.

Increasing reporting

complexity, requiring

allocation of time and

resources.

Increased demand on

resources to ensure

compliance.

Increased demand on

resources to dispute

any claims made again

company.

Increased indirect

(operating) costs and

impact on margin.

Increased cost of

corporate compliance.

Cost of potential fine,

sanction or claim.

Engaging with experts

to understand the

immediate implications

of new regulations and

ensure compliance.

Engaging with retail

sector peer group to stay

abreast with sectorial

changes and associated

responses.

Changing consumer

preferences

SML

Orderly

Disorderly

Hot House

Consumers are

increasingly aware of their

role in decarbonisation,

and this is reflected in

shopping habits and

demand for low-carbon

products.


Reduction in sales due

to customer preference

diverted to low carbon

products not stocked.

Need to diversify product

offering to include low

carbon products.

Need to transition to

supply of lower carbon

products.

Decrease in sales.

Increase cost of goods.

Reduction in profit.

Conducting regular

consumer preference

reviews.

Reviewing strategy of our

core brands (Briscoes and

Rebel Sport) to ensure

alignment with changes in

consumer preferences.

Ensuring product offering

reflects current market

demands.

Making use of our current

Direct to Customer

program to trial low

emissions/sustainable

products.

Insurance

SML

Orderly

Disorderly

Hot House

Maintaining existing or

gaining new or additional

insurance cover may

become harder due to

perceived climate risk.

Potential inability to gain

insurance.

May be unable to achieve

the level of cover desired.

Increased cost of

insurance.

Increase in cost of

Directors & Officers

Liability insurance.

Performing annual

reviews of insurance

coverage and policies.

Assessing for

vulnerabilities in insurance

cover in relation to

climate-related risks.

Supply chain

SML

Orderly

Disorderly

Hot House

Decline in available

shipping routes to NZ

(e.g. due to decrease

in exports, availability

of low carbon shipping

alternatives etc).

Unable to get goods to

New Zealand.

Need to source goods

locally.

Delays in supply chain.

Loss of sales and

decrease in profit.

Increased cost of goods.

Increased supply chain

costs.

Working with existing

supply chain stakeholders

to better understand the

implications of a changing

climate on global freight.

Continuing to monitor

shipping availability and

staying up to date with

changes to the supply

chain landscape.

Metrics & Targets

SML

Orderly

Disorderly

Hot House

Completeness of

emissions profile.

Commitment to emissions

reductions or NetZero

targets.

Emissions intensity

of the organisation

and achievement of

reductions.

Ability to decarbonise,

cost of decarbonisation.

Highly reliant on suppliers

to meet Scope 3

reduction targets.

There will be increasing

scrutiny on organisational

disclosures and

performance in

decarbonisation.

Completeness of Scope

3 data and inherent

limitations.

Difficult supplier

relationships as a result

of supplier reluctance to

reduce emissions.

Inability to meet

emissions reduction

targets.

Increased cost of

compliance.

Additional cost of carbon

reduction/mitigation.

Robust carbon emissions

reduction road map

developed.

Program of work to

improve quality of Scope

3 data.

Supplier engagement

program to work with

suppliers to measure

emissions and set GHG

reduction targets.

Review metrics and

targets used to monitor

climate related risks

to ensure they can be

consistently reported over

long-term.

Look to expand scope of

climate-related metrics

and targets.

S – Short-term (1-3years) M – Medium-term (3-10years) L – Long-term (>10years)

Low RiskMedium RiskHigh Risk

Category

Description

Potential Impact Potential Financial Impact Building block action

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures35

KEY TRANSITION OPPORTUNITY
Markets and Products & Services

SML

Orderly

Disorderly

Hot House


New market opportunities (diversification).

Opportunity to develop/source and market low-

carbon products and services.

Increased sales and profit.

Potential for new operating segments.

KEY PHYSICAL OPPORTUNITY

International influences from

climate change and Greenhouse

Gas mitigation preferences

SML

Orderly

Disorderly

Hot House

Immigration from Pacific and other Island countries

(disaster responses, development).

Migration will increase and New Zealand will

increasingly be seen as a safer destination,

increasing staff availability and product demand.


Increase in sales and increase in profit.

Greater access to labour due to growing

population.

S – Short-term (1-3years) M – Medium-term (3-10years) L – Long-term (>10years)

Low OpportunityMedium OpportunityHigh Opportunity

CategoryDescription Potential Impact

KEY OPPORTUNITIES:

Internal capital deployment and funding:

The Group has not to date fully integrated all the climate-related risks and opportunities it has identified into its internal capital

deployment and funding decision-making processes. However, where relevant they are informally considered.

Transition planning:

As mentioned above a key focus this year has been developing the first iteration of our climate transition plan. This plan details

current and future actions, triggers for additional actions, associated resources, and responsibilities for implementation. This plan

also incorporates our emissions reduction road map developed alongside our external expert ESG Strategy. Although we have

made considerable progress in this area, there is still work to be done and this plan will continue to evolve over the foreseeable

future.

Against our key climate-related risks above, we have included the Building block actions we have committed to in the first phase

of our transition plan. Some of these actions have already begun and some will be initiated in the new financial year. While some

actions may seem minor, they are essential ‘Building blocks’ for a climate-resilient future. They will provide us further insights

into the anticipated financial impacts of our climate-related risks alongside the necessary long-term investments that may be

required, guiding our future strategy.

All Building block actions in our transition plan, such as the engagement of experts and those that expand the remit of our

existing teams, are covered within our operating expenditure, and are considered in our annual budget setting process. Outside

of the costs associated with these Building block actions, and previously approved capital expenditure (e.g. in relation to our

Forklift electrification program), at present, we do not have funding specifically allocated towards climate transition activities.

However, during the transition planning process, it was clear that many business-as-usual activities and existing capital

investment decisions help to address the risks posed by a changing climate and align with our emissions reduction roadmap.

When making large capital investment decisions, such as those in relation to our Distribution Centre, factors such as emission

reductions are considered, however, they are not the key value driver for investment decisions.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures36

Risk Management
The SWG performs an annual climate-related risk assessment based on the process described in the strategy section above.

This process is repeated on at least an annual basis to ensure the identified risks, opportunities and management responses stay

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

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

networks across New Zealand and our Distribution Centres. Consideration was also given to the wider value chain (our suppliers

and distribution networks) as they have been, and will continue to be, affected by physical changes to the climate.

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

• Short-term: 1 to 3 years

• Medium-term: >3 to 10 years

• Long term: > 10years

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

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

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

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

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

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

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

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

i. Description of the risk

ii. Inherent risk and residual risk

iii. Risk profile (evaluation enabling prioritisation)

iv. Mitigations

v. Board Oversight (monitoring)

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

Manager and Internal Audit Manager review the risk register quarterly and risk reporting is presented to the Audit & Risk

Committee. Significant risks are discussed at Board meetings, or as required.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures37

In FY24 we set the following Greenhouse gas reduction target: Briscoe Group commits to reduce absolute Scope 1 and 2 GHG
emissions by 50% by 2030 from a 2023 base year and will work to net zero emissions by 2050.

Our Scope 1 & 2 target was developed by a third-party expert (ESG Strategy) and based on the SBTi guidance at the time. SBTi

offers a globally recognised framework for companies to set GHG emissions reduction targets that are consistent with the level

of decarbonisation required to keep global temperature increase within 1.5°C above pre-industrial levels. While we believe our

Scope 1 and 2 emissions reduction target is aligned with SBTi’s requirements, it has not been validated by them. The Groups

target does not rely on any offsets; however our Scope 2 reduction target is largely reliant on the New Zealand energy grid

becoming more renewable.

This year the Group’s Scope 1 & 2 emissions decreased by 5.41% compared to FY24 and decreased 43.31% when compared to

our FY23 base year. Overall, Scope 1 emissions reduced by 20.69% in the current year primarily driven by:

Emissions from LPG used in forklifts: We have now replaced 86% of the internal combustion engine forklifts in our store network

with electric units, the remaining units are scheduled to be replaced by then end of 2025. Some internal combustion units will

remain in our Distribution Centre, however these will all be replaced when we move to our new site in 2026.

Emissions from fuel purchased on staff fuel card: There are two factors responsible for the decrease in these emissions, one

being that overall fuel purchased in FY25 was down 8.35% on last year and secondly the mix of this fuel purchased which was

diesel decreased from 17% to 14%. The emissions factor related to petrol is lower than that for diesel.

Emissions from refrigerant leakage: Although we saw a large decrease in these emissions this year, we expect them to fluctuate

over the next few years as we work to replace our legacy HVAC units. We aim to service all Briscoe Group units at least once a

quarter to minimise the amount of refrigerant gas lost into the atmosphere but sometimes this is outside of our control.

Scope 2 emissions from Electricity use: This year saw a modest reduction of 3.63% in Scope 2 emissions. Work is underway

to reduce our electricity consumption in store, with store refurbishments being completed in more sustainable designs

incorporating elements such as LED lighting.

7.70 %10.80%49.46%

Emissions from LPG

used in forklifts

Emissions from fuel purchased

on staff fuel cards

Emissions from

refrigerant leakage

FY23 (Base year)

Emissions (tCO

2

e)

FY24 Emissions

(tCO

2

e)

FY25 Emissions

(tCO

2

e)

FY25 vs FY24

FY25 vs Base

Year (FY23)

Scope 1 212 174

138(20.69)%(34.91)%

Scope 2 (location-based)

2,531 1,470

1,417(3.61)%(44.01)%

Total Reported Emissions (Scope 1 and 2)2,743 1,644

1,555(5.41)%(43.31)%

tCO

2

e per $1m of Sales revenue

3.49 2.08

1.96(5.77)%(43.84)%

Metrics and Targets

Greenhouse Gas (GHG) Emissions

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

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

consolidation approach. Ministry for the Environment (Mfe) 2024 emissions factors and Global Warming Potential (GWP) rates

have been used in our calculations (Measuring emissions: A guide for organisations: 2024 detailed guide).

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures38

Methodology and assumptions:
Scope 1

Emissions Source:

Data Source:

Method:Assumptions:Uncertainty:

Stationary combustion

fuels (LPG used in

forklifts)

Supplier invoicesKilograms of LPG purchased

x most relevant MfE LPG

conversion factors.

In FY25 a change was made

to record LPG in Kilograms

rather than litres and apply

the stationary fuel emissions

factor rather than a transport

fuel factor. This change did

not have a material impact

and FY23 and FY24 have

not been restated.

Quantity supplied is

consumed in same period

as purchase.

Supplier information is

complete and accurate.

Low

Mobile combustion

fuels (Petrol and Diesel

used in staff owned

vehicles purchased via

company fuel card)

Supplier invoicesLitre of fuel purchased x

most relevant MfE fuel

conversion factors.

Quantity supplied is

consumed in same period

as purchase.

Driver behaviour and

individual engine

performance not

considered.

Supplier information is

complete and accurate.

Low

Fugitive Emissions

(Refrigerant leakage

based on top-up

quantities)

Supplier invoicesKilograms of Gas top-up

x most relevant MfE gas

conversion factors.

Supplier information is

complete and accurate.

Low

Scope 2

Emissions Source:

Data Source:

Method:Assumptions:Uncertainty:

Purchased electricity Electricity consumption data

sourced directly from our

electricity supplier.

The location-based

approach was used to

calculate Scope 2 emissions:

Quantity of purchased

electricity by metered kWh

(normalised to calendar

month) x most relevant

MfE purchased electricity

conversion factor.

On average, the MfE

annualised electricity

conversion factor is

representative of Briscoe

Group consumption pattern.

Electricity usage can be

normalised to calendar

month (i.e., electricity usage

from multi-month invoices

can be allocated to each

month based on the average

daily quantity over the

invoiced period).

Low

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures39

Excluded Emissions Sources:

Scope 1: Deisel used for Generator testing and LPG for staff BBQs at a limited number of the Groups sites have been excluded as

they are deemed de minimis (immaterial, meaning less than 1% total emissions).

Scope 2: Two stores where Electricity is on charged by the Landlord have been excluded as reliable usage data is not available.

The usage at these two sites is deemed to immaterial to the overall footprint.

Biogenic Emissions: The Group does not produce any biogenic emissions of CO2 from the combustion or biodegradation of

biomass.

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures40
Base year selection and Recalculation policy:

FY23 was determined to be the appropriate base year for our calculations and Scope 1 and 2 emissions reduction target.

Although prior to this year Briscoe Group had measured its emissions, in FY23 a more robust process in line with international

standards was followed. Methodology changes that impact our base year GHG emissions 5% or greater, are considered material

and will trigger the adjustment of our base year emissions. This includes updated emission factors, improved data access, and

updated calculation methods or protocols. There have been no recalculations to the FY23 base year in FY25.

Assurance of Greenhouse Gas Emissions:

McHugh & Shaw Limited has independently verified emissions for FY25. We have obtained reasonable assurance over our

Scope 1 and 2 emissions. More information on the scope can be found in the assurance report provided by McHugh & Shaw on

page 41-43 of this report.

Scope 3 emissions

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

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

interconnected supplier networks and geographies.

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

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

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

Given the complexity of the Scope 3 calculations, we have made the decision to make use of the additional relief provided by

the External Reporting Board and use Adoption provision 4 for a second year. This is to allow ourselves more time to deepen our

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

A meaningful reduction in Scope 3 emissions will not be possible without the collaboration of our supply chain. We have a

well-established ethical supplier program which we have begun utilising to engage with our suppliers on their carbon footprints

and emissions reduction targets, and internally we are working with our experts to formalise a supplier engagement program in

relation to carbon emissions. Once formalised, this program will allow us to ensure our suppliers are working towards measuring

their emissions and setting Science-aligned reduction targets of their own.

Other Metrics and Targets

We do not currently use an internal emissions price.

We do not currently track any other climate-related metrics beyond GHG emissions.

As we gain a deeper understanding of our climate related risks and opportunities, and our transition plan evolves, we will

consider if further metrics are required to both measure and monitor climate-related risks across our business. These metrics

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

business activities with climate-related opportunities.

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

our climate-related risks and opportunities evolves, we will look to explore the appropriate weighting this should have on overall

management remuneration.


PO Box 31-095, Ilam, Christchurch, 8444, New Zealand. Ph 021 453 752

info@mchugh-shaw.co.nz

•• wwwwww..mmcchhuugghh--sshhaaww..ccoo..nnzz

INDEPENDENT ASSURANCE REPORT ON BRISCOE GROUP LIMITED’S GREENHOUSE

GAS (GHG) DISCLOSURES

TO THE DIRECTORS OF BRISCOE GROUP LIMITED

Our Assurance Conclusion

Reasonable Assurance Conclusion

In our opinion, the gross GHG emissions, additional required disclosures of gross GHG emissions, and gross

GHG emissions methods, assumptions and estimation uncertainty, within the scope of our reasonable

assurance engagement (as outlined below) included in the climate statements for the year ended 26 January

2025, are fairly presented and prepared, in all material respects, in accordance with Aotearoa New Zealand

Climate Standards (NZ CSs) issued by the External Reporting Board (XRB), as explained on page 28 of the

climate statements.

Scope of the Assurance Engagement

We have undertaken a reasonable assurance verification engagement over the following GHG disclosures

within the climate statements for the year ended 26 January 2025:

• GHG Emissions Scope 1/ISO Category 1, 138 tCO

2

e, on page 38.

• GHG Emissions Scope 2/ISO Category 2, 1,417 tCO

2

e, on page 38.

Our assurance was limited to the GHG statement and did not include statutory financial statements. Our

assurance is limited to policies, and procedures in place as of 8 April 2025, ahead of the publication of Briscoe

Group Limited’s (the Group) climate-related disclosure for FY2025.

Our assurance was limited to the GHG statement and did not include statutory financial statements. Our

assurance engagement does not extend to any other information included, or referred to, in the climate

statements and is confined to the information on pages 38 to 40 of the Annual Report We have not performed

any procedures with respect to the excluded information and, therefore, no conclusion is expressed on it.

Key Matters to the GHG Assurance Engagement

We have determined that there are no key audit matters or emphasis of matter to be communicated in this

report.

Other Matters

• The previous reporting year was not subject to assurance.

Comparative Information

The comparative GHG disclosures (that is GHG disclosures for the period ended 29 January 2023 and 28

January 2024) have not been subject to assurance. As such, these disclosures are not covered by our assurance

conclusion.

Materiality

Based on our professional judgement, determined quantitative materiality for the GHG disclosures is 1% for

individual emission sources, and not totalling more than 5%. Qualitative materiality has been determined with

Briscoe Group Limited Annual Report 2025 | Independent Assurance Report GHG41

Briscoe Group Limited Annual Report 2025 | Independent Assurance Report GHG42

Independent Assurance Report NZ SAE 1 | Page 2

due consideration to relevance to users of the climate statement, as well as the potential impact of omission,

misstatement, or obscurement of any information.

Competence and Experience of the Engagement Team

Our work was carried out by an independent and multi-disciplinary team including sustainability assurance

and environmental practitioners. The assurance lead retains overall responsibility for the assurance conclusion

provided.

Briscoe Group Limited’s Responsibilities for the GHG Disclosures

The Group is responsible for the preparation and fair presentation of the GHG disclosures in accordance with

the Aotearoa New Zealand Climate Standards (NZ CSs). This responsibility includes designing, implementing

and maintaining a data management system relevant to the preparation and fair presentation of GHG

disclosures that is free from material misstatement.

Inherent Uncertainty in Preparing GHG Disclosures

As discussed on page 28 of the climate statements the GHG quantification is subject to inherent uncertainty

because of incomplete scientific knowledge used to determine emissions factors and the values needed to

combine emissions of different gases.

Our Responsibilities

Our responsibility is to express an opinion on the GHG disclosures based on our verification. We are

responsible for planning and performing the verification to obtain assurance that the onsite GHG disclosures

are free from material misstatement.

As we are engaged to form an independent conclusion on the GHG disclosures prepared by management, we

are not permitted to be involved in the preparation of the GHG information as doing so may compromise our

independence.

Other Relationships

In addition to the provision of the assurance engagement over the GHG statement we also have the following

relationships, or interests, in the Group, which did not compromise our overall independence:

• Subject to certain restrictions, the employees of our firm may also deal with the two subsidiaries

within the ordinary course of trading activities of the business of Rebel Sport and Briscoes retail

stores.

Independence and Quality Management Standards Applied

This assurance engagement was undertaken in accordance with NZ SAE 1 Assurance Engagements over

Greenhouse Gas Emissions Disclosures issued by the External Reporting Board (XRB). NZ SAE 1 is founded on

the fundamental principles of independence, integrity, objectivity, professional competence and due care,

confidentiality, and professional behaviour.

Professional and ethical standards are held in high regard and our quality management system aligns with the

standards ISO 9001:2015 and ISO 14065:2020 and we comply with the Carbon and Energy Professionals New

Zealand Code of Ethics and Code of Professional Conduct.

Summary of Work Performed

Our verification strategy used a combined data and controls testing approach. Evidence-gathering procedures

included but were not limited to:

• Enquiries of management to obtain an understanding of the overall governance and internal control


Independent Assurance Report NZ SAE 1 | Page 3

environmental, risk management processes and procedures relevant to GHG information;

• Evidence to support the reporting boundaries, organisational and legal structure reported;

• Recalculation of the GHG emissions;

• Analytical review and trend analysis of the GHG information;

• Evaluation of relationships among GHG and non-GHG data;

• Interview of personnel involved in data collection;

• Review of emissions factors used within the calculations for source appropriateness;

• Review of uncertainty and data quality;

• Review of the assumptions, estimations and quantification methodologies; and

• Seeking written representation from governance on key assertions.

Reasonable Assurance Conclusion

Our reasonable assurance verification engagement was performed in accordance with NZ SAE 1, and ISO

14064-3: 2019 – Specification with guidance for the verification and validation of greenhouse gas statements,

issued by the International Organization for Standardization (ISO). This requires that we comply with ethical

requirements (as outlined above), and plan and perform the verification to obtain reasonable assurance

(Scope 1 & 2) that the GHG disclosures are free from material misstatement.

Reasonable Assurance Procedures

• Sample testing, tracing and retracing of data trails back to primary data including vehicle fuel, LPG, refrigerant loss and

electricity records.

• Site visits to inspect the completeness of the inventory including interview of site personnel to confirm operational

behaviour, any standard operating procedures and sample of site-based records.

The data examined during the verification were historical in nature. We believe that the evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.






Jeska McHugh, Assurance Lead

CEP NZ Certified Carbon Auditor (#CCA1005)

McHugh & Shaw Limited

Natalie Clee, Independent Reviewer

Deilen Deri Consultancy Ltd

On behalf of McHugh & Shaw Limited

Christchurch, New Zealand

8 April 2025

Auckland, New Zealand

8 April 2025







This report including the opinion expressed herein, is issued to the Directors of Briscoe Group Limited in accordance with the terms

of our agreement for the purpose of disclosing GHG emissions. We consent to the release of this report by you to interested parties,

but we disclaim any assumption of responsibility for any reliance on this report by any other party than for which it was prepared.

Briscoe Group Limited Annual Report 2025 | Independent Assurance Report GHG43

Independent Assurance Report NZ SAE 1 | Page 3

environmental, risk management processes and procedures relevant to GHG information;

• Evidence to support the reporting boundaries, organisational and legal structure reported;

• Recalculation of the GHG emissions;

• Analytical review and trend analysis of the GHG information;

• Evaluation of relationships among GHG and non-GHG data;

• Interview of personnel involved in data collection;

• Review of emissions factors used within the calculations for source appropriateness;

• Review of uncertainty and data quality;

• Review of the assumptions, estimations and quantification methodologies; and

• Seeking written representation from governance on key assertions.

Reasonable Assurance Conclusion

Our reasonable assurance verification engagement was performed in accordance with NZ SAE 1, and ISO

14064-3: 2019 – Specification with guidance for the verification and validation of greenhouse gas statements,

issued by the International Organization for Standardization (ISO). This requires that we comply with ethical

requirements (as outlined above), and plan and perform the verification to obtain reasonable assurance

(Scope 1 & 2) that the GHG disclosures are free from material misstatement.

Reasonable Assurance Procedures

• Sample testing, tracing and retracing of data trails back to primary data including vehicle fuel, LPG, refrigerant loss and

electricity records.

• Site visits to inspect the completeness of the inventory including interview of site personnel to confirm operational

behaviour, any standard operating procedures and sample of site-based records.

The data examined during the verification were historical in nature. We believe that the evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.






Jeska McHugh, Assurance Lead

CEP NZ Certified Carbon Auditor (#CCA1005)

McHugh & Shaw Limited

Natalie Clee, Independent Reviewer

Deilen Deri Consultancy Ltd

On behalf of McHugh & Shaw Limited

Christchurch, New Zealand

8 April 2025

Auckland, New Zealand

8 April 2025







This report including the opinion expressed herein, is issued to the Directors of Briscoe Group Limited in accordance with the terms

of our agreement for the purpose of disclosing GHG emissions. We consent to the release of this report by you to interested parties,

but we disclaim any assumption of responsibility for any reliance on this report by any other party than for which it was prepared.


Independent Assurance Report NZ SAE 1 | Page 3

environmental, risk management processes and procedures relevant to GHG information;

• Evidence to support the reporting boundaries, organisational and legal structure reported;

• Recalculation of the GHG emissions;

• Analytical review and trend analysis of the GHG information;

• Evaluation of relationships among GHG and non-GHG data;

• Interview of personnel involved in data collection;

• Review of emissions factors used within the calculations for source appropriateness;

• Review of uncertainty and data quality;

• Review of the assumptions, estimations and quantification methodologies; and

• Seeking written representation from governance on key assertions.

Reasonable Assurance Conclusion

Our reasonable assurance verification engagement was performed in accordance with NZ SAE 1, and ISO

14064-3: 2019 – Specification with guidance for the verification and validation of greenhouse gas statements,

issued by the International Organization for Standardization (ISO). This requires that we comply with ethical

requirements (as outlined above), and plan and perform the verification to obtain reasonable assurance

(Scope 1 & 2) that the GHG disclosures are free from material misstatement.

Reasonable Assurance Procedures

• Sample testing, tracing and retracing of data trails back to primary data including vehicle fuel, LPG, refrigerant loss and

electricity records.

• Site visits to inspect the completeness of the inventory including interview of site personnel to confirm operational

behaviour, any standard operating procedures and sample of site-based records.

The data examined during the verification were historical in nature. We believe that the evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.






Jeska McHugh, Assurance Lead

CEP NZ Certified Carbon Auditor (#CCA1005)

McHugh & Shaw Limited

Natalie Clee, Independent Reviewer

Deilen Deri Consultancy Ltd

On behalf of McHugh & Shaw Limited

Christchurch, New Zealand

8 April 2025

Auckland, New Zealand

8 April 2025







This report including the opinion expressed herein, is issued to the Directors of Briscoe Group Limited in accordance with the terms

of our agreement for the purpose of disclosing GHG emissions. We consent to the release of this report by you to interested parties,

but we disclaim any assumption of responsibility for any reliance on this report by any other party than for which it was prepared.

For the period ended 26 January 2025
Introduction

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

shareholders.

We have grouped the note disclosures into six sections:

1. Basis of Preparation

2. Performance

3. Operating Assets and Liabilities

4. Investments

5. Financing and Capital Structure

6. Other Notes

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

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

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


For the 52 week period ended 26 January 2025

Consolidated

Financial

Statements

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

46


Table of Contents

Consolidated Financial Statements

Directors’ Approval of Consolidated Financial Statements

49

Consolidated Income Statement

50

Consolidated Statement of Comprehensive Income

51

Consolidated Balance Sheet

52

Consolidated Statement of Cash Flows

53

Consolidated Statement of Changes in Equity

55

Notes to the Consolidated Financial Statements:

1. Basis of Preparation

56

1.1 General Information

56

1.2 Material Accounting Policies

56

2. Performance

58

2.1 Segment Information

58

2.2 Income and Expenses

60

2.3 Taxation

61

2.3.1 Taxation – Income statement

61

2.3.2 Taxation – Balance sheet

62

2.3.3 Imputation credits

63

2.4 Earnings Per Share

63

3. Operating Assets and Liabilities

64

3.1 Working Capital

64

3.1.1 Cash and cash equivalents

64

3.1.2 Trade and other receivables

64

3.1.3 Inventories

64

3.1.4 Trade and other payables

65

3.2 Property, Plant and Equipment

66

3.3 Intangible Assets

67

3.4 Leases

68

3.4.1 Right-of-use assets

68

3.4.2 Lease liabilities

69

3.4.3 Lease liabilities maturity analysis

69

3.4.4 Lease related expenses included in the income statement

69

3.4.5 Lease payments included in the cashflow statement

69


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

47

4. Investments
70

4.1 Investment in Equity Securities

70

5. Financing and Capital Structure

71

5.1 Interest Bearing Liabilities

71

5.2 Financial Risk Management

71

5.2.1 Derivative financial instruments

71

5.2.2 Credit risk

72

5.2.3 Interest rate risk

72

5.2.4 Liquidity risk

72

5.2.5 Market risk

73

5.2.6 Sensitivity analysis

75

5.3 Equity

76

5.3.1 Capital risk management

76

5.3.2 Share capital

76

5.3.3 Dividends

77

5.3.4 Reserves and retained earnings

77

6. Other Notes

78

6.1 Related Party Transactions

78

6.1.1 Parent and ultimate controlling company

78

6.1.2 Key management personnel

78

6.1.3 Directors’ fees and dividends

79

6.2 Employee Equity-Based Remuneration

80

6.2.1 Equity-settled performance rights

80

6.2.2 Equity-based remuneration reserve

82

6.3 Events After Balance Date

82

6.4 New Accounting Standards

83

Independent Auditor’s Report

84


For the 52 week period ended 26 January 2025

Table of Contents

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

48

Authorisation for Issue
The Board of Directors authorised the issue of these Consolidated Financial Statements on 11 March 2025.

Approval by Directors

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

week period ended 26 January 2025. (Comparative period is for the 52 week period ended 28 January 2024).

11 March 2025

For and on behalf of the Board of Directors

Dame Rosanne Meo

CHAIR


Rod Duke

GROUP MANAGING DIRECTOR

Directors’ Approval of Consolidated Financial Statements


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

49

Notes
Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

Sales revenue

791,469 791,953

Cost of goods sold

(471,928)

(456,191)

Gross profit

319,541 335,762

Other operating income2.2

275

3,574

Store expenses

(124,231) (123,899)

Administration expenses

(91,184)

(89,141)

Earnings before interest and tax

104,401126,296

Finance income

6,127

6,209

Finance cost

(15,451)

(15,224)

Net finance cost5.1

(9,324)

(9,015)

Profit before income tax

95,077

117,281

Income tax expense

2.3.1

(34,443)

(33,060)

Net profit attributable to shareholders

60,634 84,221

Earnings per share for profit attributable to shareholders:

Basic earnings per share (cents)

2.4

27.237.8

Diluted earnings per share (cents)

2.4

27.237.8

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

Consolidated Income Statement


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

50

Notes
Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

Net Profit attributable to shareholders

60,634 84,221

Other comprehensive income:

Items that will not be subsequently reclassified

to profit or loss:

Change in value of investment in equity securities4.1

(14,643) (15,842)

Items that may be subsequently reclassified to

profit or loss:

Fair value gain taken to the cashflow hedge reserve

4,454 6,196

Deferred tax on fair value gain taken to cashflow

hedge reserve

2.3.2

(1,247) (1,735)

Total other comprehensive income/(loss)

(11,436) (11,381)

Total comprehensive income attributable

to shareholders

49,198 72,840

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

Consolidated Statement of Comprehensive Income


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

51


As at 26 January 2025

Notes

As at

26 January 2025

$000

As at

28 January 2024

$000

ASSETS

Current assets

Cash and cash equivalents

3.1.1

142,401175,441

Trade and other receivables

3.1.2

6,8307,738

Inventories

3.1.3

99,696104,868

Derivative financial instruments

5.2.5

3,058548

Total current assets

251,985288,595

Non-current assets

Property, plant and equipment

3.2

177,520132,810

Intangible assets

3.3

2,329 2,078

Right-of-use assets

3.4.1

230,263 245,318

Deferred tax

2.3.2

9,99017,309

Investment in equity securities

4.1

20,403 35,046

Total non-current assets

440,505432,561

TOTAL ASSETS692,490721,156

LIABILITIES

Current liabilities

Trade and other payables

3.1.4

109,301106,292

Lease liabilities

3.4.3

20,67419,850

Taxation payable

2.3.2

5,2478,316

Derivative financial instruments

5.2.5

34 259

Total current liabilities

135,256 134,717

Non-current liabilities

Trade and other payables

3.1.4

1,411 1,241

Lease liabilities

3.4.3

256,028 269,330

Total non-current liabilities

257,439270,571

TOTAL LIABILITIES392,695405,288

NET ASSETS299,795315,868

EQUITY

Share capital

5.3.2

62,43562,344

Cashflow hedge reserve

5.2.5

2,250 250

Equity-based remuneration reserve

6.2.2

925701

Other reserves

5.3.4

(67,450) (52,807)

Retained earnings

301,635305,380

TOTAL EQUITY299,795315,868

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

Consolidated Balance Sheet

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

52

Notes
Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

OPERATING ACTIVITIES

Cash was provided from

Receipts from customers

791,496 792,313

Rent received

155 105

Dividends received

62,885

Interest received

6,936 5,484

Insurance recovery

114 110

798,707 800,897

Cash was applied to

Payments to suppliers

(521,507) (492,773)

Payments to employees

(104,000)(95,016)

Interest paid

(15,451)(15,224)

Net GST paid

(17,125) (36,958)

Income tax paid

(30,922) (37,620)

(689,005) (677,591)

Net cash inflows from operating activities109,702 123,306

INVESTING ACTIVITIES

Cash was provided from

Proceeds from sale of property, plant and equipment

49 16

49 16

Cash was applied to

Purchase of property, plant and equipment

3.2

(56,466) (13,582)

Purchase of intangible assets

(1,695)(1,477)

Investment in equity securities

4.1

--

(58,161) (15,059)

Net cash outflows from investing activities(58,112) (15,043)

FINANCING ACTIVITIES

Cash was applied to

Dividends paid

5.3.3

(64,609) (63,488)

Lease liability payments

(20,064)(19,389)

(84,673)(82,877)

Net cash outflows from financing activities(84,673)(82,877)

Net (decrease)/increase in cash and cash equivalents

(33,083) 25,386

Cash and cash equivalents at beginning of period

175,441 149,874

Effect of exchange rate changes on cash and cash equivalents43181

Cash and cash equivalents at period end3.1.1142,401 175,441

Consolidated Statement of Cash Flows


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

53

Consolidated Statement of Cash Flows (continued)
Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

Reported net profit attributable to shareholders

60,634 84,221

Items not involving cash flows

Depreciation and amortisation expense

35,79834,835

Deferred tax adjustment

7,374-

Bad debts and movement in doubtful debts

(79) (44)

Inventory adjustments

(2,607) (1,342)

Amortisation of equity-based remuneration

497 391

Loss on disposal/surrender of assets

662

40,989 33,902

Impact of changes in working capital items

Decrease/(increase) in trade and other receivables

987(1,510)

Decrease in inventories

7,779 14,266

Decrease in taxation payable

(3,069) (2,992)

Increase/(decrease) in trade payables

1,233(4,767)

Increase in other payables and accruals

1,149186

8,079 5,183

Net cash inflow from operating activities109,702 123,306

NET DEBT RECONCILIATION

Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

Cash and cash equivalents at period end142,401

175,441

Lease liabilities

Opening value

(289,180)

(284,969)

Cash flows

20,064

19,389

Lease acquisitions

(7,586)

(27,273)

Lease surrenders

-

3,673

Total lease liabilities at period end(276,702)(289,180)

Net debt reconciliation(134,301)(113,739)


For the 52 week period ended 26 January 2025

RECONCILIATION OF NET CASH FLOWS FROM

OPERATING ACTIVITIES TO REPORTED NET PROFIT

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

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

54

Notes
Share

Capital

$000

Cashflow

Hedge

Reserve

Equity-Based

Remuneration

Reserve

Other

Reserves

$000

Retained

Earnings

$000

Total

Equity

$000

$000$000

Balance at 29 January 2023

62,136 (1,869)575(36,965)284,647308,524

Transfer of hedging gains/losses upon

settlement of forward contracts net of tax

-(2,342)---(2,342)

Net profit attributable to shareholders for the

period

----84,22184,221

Other comprehensive income:

Change in value of investment in equity

securities

4.1

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

Net fair value loss taken through cashflow

hedge reserve

-4,461---4,461

Total comprehensive (loss)/income for the

period

-4,461-(15,842) 84,22172,840

Transactions with owners:

Dividends paid

5.3.3

----(63,488) (63,488)

Performance rights charged to income

statement

6.2.1

--391--


391

Performance rights vested

5.3.2/6.2

208-(208)---

Performance rights forfeited

6.2.2

------

Deferred tax on equity-based remuneration

2.3.2/6.2.2

--(57)--(57)

Balance at 28 January 202462,344250701(52,807)305,380 315,868

Transfers of hedging gains/losses upon

settlement of forward contracts net of tax

-(1,207)---(1,207)

Net profit attributable to shareholders for the

period

----60,63460,634

Other comprehensive income:

Change in value of investment in equity

securities

4.1

---(14,643)-(14,643)

Net fair value loss taken through cashflow

hedge reserve

-


3,207

---3,207

Total comprehensive (loss)/income for the

period

-3,207 -(14,643)60,63449,198

Transactions with owners:

Dividends paid

5.3.3

----(64,609)(64,609)

Performance rights charged to income

statement

6.2.1

--497--497

Performance rights vested

5.3.2/6.2

91-(91)-- -

Performance rights forfeited

6.2.2

-- (230)-230 -

Deferred tax on equity-based remuneration

2.3.2/6.2.2

--48--48

Balance at 26 January 202562,435 2,250 925 (67,450)301,635299,795

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

Consolidated Statement of Changes in Equity


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

55

1. Basis of Preparation
This section presents a summary of information considered relevant and material to assist the reader in understanding

the foundations on which the financial statements as a whole have been compiled. Accounting policies specific to

notes shown in other sections are included as part of that particular note.

1.1 General Information

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

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

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

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

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

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

The financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Main Board Listing Rules.

These audited consolidated financial statements have been approved for issue by the Board of Directors on 11 March 2025. Certain

comparative balances have been amended for consistency with the treatment in the 26 January 2025 consolidated financial

statements, refer to note 5.2.5 for further details.

1.2 Material Accounting Policies

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

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

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

Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

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

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

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

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

Entities reporting

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

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

Reporting period


These consolidated financial statements are in respect of the 52-week period 29 January 2024 to 26 January 2025 and provide a

balance sheet as at 26 January 2025. The comparative period is in respect of the 52-week period 30 January 2023 to 28 January

2024. The Group operates on a weekly trading and reporting cycle resulting in 52 weeks for most years with a 53-week period

occurring once every 5-6 years.

Principles of consolidation


Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or

has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from

the date that control ceases.


For the 52-week period ended 26 January 2025

Notes to the Consolidated Financial Statements

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

56

Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated.
Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies adopted by the Company.

Subsidiaries Activity

2025 Interest2024 Interest

Briscoes (New Zealand) Limited

Homeware retail100%100%

The Sports Authority Limited (trading as Rebel Sport)

Sporting goods retail100%100%

Rebel Sport Limited

Name protection100%100%

Living and Giving Limited

Name protection100%100%

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

accounting policies.

Historical cost convention

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

assets as identified in specific accounting policies detailed throughout these financial statements.

Critical accounting judgements and estimates

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

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

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

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

adjustments to carrying amounts of the asset or liability affected.

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

Areas of judgement and estimation

NoteKey estimates

Inventories

3.1.3Inventory provision

Leases

3.4Incremental borrowing rate

Climate related risks

The Group monitors its exposure to Climate-related risks and reviews its Climate-related risk assessment annually. As part of this

annual assessment, we have not identified any material impacts requiring specific disclosure in the financial statements. The identified

climate-related risks and opportunities including both physical and transitional impacts have been considered as part of the above

critical accounting judgements and estimates.

Foreign currency translation

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

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

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

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

1. Basis of Preparation


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

57

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

2.1 Segment Information

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

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

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

Officer, Chief Financial Officer and the Chief People Officer.

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

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

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

(2024: Nil).

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

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

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

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

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

be comparable to similarly titled amounts reported by other companies.

For the period ended 26 January 2025

HomewareSporting

goods

Eliminations/

Unallocated

Total Group

$000$000$000$000

INCOME STATEMENT


Sales revenue489,810 301,659 -791,469

Cost of goods sold(293,980)(177,948)-(471,928)

Gross profit

195,830123,711-319,541

Earnings before interest and tax

56,52944,2293,643104,401

Finance income

1,1214,2397676,127

Finance costs

(10,271)(5,177) (3) (15,451)

Net finance cost

(9,150) (938) 764 (9,324)

Income tax expense

(20,944) (12,133) (1,366) (34,443)

Net profit after tax

26,435 31,158 3,04160,634

BALANCE SHEET ITEMS:

Assets

396,548266,135 29,807

1.

692,490

Liabilities

264,082142,631(14,018)392,695

OTHER SEGMENTAL ITEMS:

Acquisitions of property, plant and

equipment, intangibles and investments

53,1065,055-58,161

Depreciation and amortisation expense

23,02212,776-35,798

$000

1. Investment in equity securities23,187

Intercompany eliminations(22,650)

Other balances29,270

29,807


For the 52 week period ended 26 January 2025

2. Performance

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

58

2. Performance
For the period ended 28 January 2024

HomewareSporting

goods

Eliminations/

Unallocated

Total Group

$000$000$000$000

INCOME STATEMENT

Sales revenue490,116301,837-791,953

Cost of goods sold(279,034)(177,157)-(456,191)

Gross profit

211,082124,680-335,762

Earnings before interest and tax

75,26744,7646,265126,296

Finance income

1,4184,0247676,209

Finance cost

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

Net finance costs

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

Income tax expense

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

Net profit after tax

47,63431,4915,09684,221

BALANCE SHEET ITEMS:

Assets

379,270282,56059,326

1.

721,156

Liabilities

256,861143,988 4,439 405,288

OTHER SEGMENTAL ITEMS:

Acquisitions of property, plant and

equipment, intangibles and investments

10,8264,233-15,059

Depreciation and amortisation expense

22,38612,449-34,835

$000

1. Investment in equity securities 37,829

Intercompany eliminations (7,432)

Other balances28,929

59,326


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

59

2.2 Income and Expenses
Revenue recognition

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

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

Sales of goods - retail

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

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

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

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

Rental income

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

Interest income

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

Dividend income

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

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Income

Rental income

155105

Dividends received

62,885

Insurance recovery

114110

Gain on lease surrender

-474

Expenses

Depreciation of property, plant and equipment

11,71310,985

Amortisation of software costs

1,4441,393

Depreciation of right-of-use assets

22,64122,457

Interest on leases

15,44815,220

Operating lease rental expense

3756

Wages, salaries and other short-term benefits

97,39999,133

Equity-based remuneration (refer also Note 6.2)

497391

Amounts paid to auditors:

Statutory Audit

165156

Half year review

5547

2. Performance


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

60

2.3 Taxation
Current and deferred income tax

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

by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and

their carrying amounts in the financial statements.

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

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

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

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

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

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

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

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

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

temporary differences can be utilised.

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

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

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

Goods and Services Tax (GST)

The income statement, statement of comprehensive income and statement of cash flows have been prepared so that all components

are stated exclusive of GST. All items in the balance sheet are stated net of GST, with the exception of trade receivables and trade

payables, which include GST invoiced.

2.3.1 Taxation – Income statement

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

(a) Income tax expense

Current tax expense:

Current tax

26,88733,383

Adjustments for prior periods

9671,245

27,85434,628

Deferred tax expense:

Decrease/(increase) in future tax benefit current period

161(309)

Tax effect of legislative changes

1.

7,374-

Adjustments for prior periods

(946)(1,259)

6,589(1,568)

Total income tax expense34,44333,060

2. Performance


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

61

2. Performance

For the 52 week period ended 26 January 2025

Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

(b) Reconciliation of income tax expense to tax rate

applicable to profits

Profit before income tax expense

95,077117,281

Tax at the corporate rate of 28% (2024: 28%)

26,62232,839

Tax effect of amounts which are either non-deductible

or non-assessable in calculating taxable income

426 235

Tax effect of legislative changes

1.

7,374-

Prior period adjustments

21 (14)

Total income tax expense

34,443 33,060

1. During the year, the New Zealand government passed legislation to remove commercial building depreciation for tax purposes. As a result of the legislation change, the

deferred tax liabilities have increased by $7,373,537 with a corresponding increase in tax expense of $7,373,537 as the tax base of the Company’s buildings has reduced to

nil.

The Group has no tax losses (2024: Nil) and no unrecognised temporary differences (2024: Nil).

2.3.2 Taxation – Balance sheet

(a) Deferred Taxation

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

and prior period:

DepreciationProvisions

Derivative

financial

instruments

Right of use

asset

Lease

liabilityTotal

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

At 29 January 20231914,149727(68,236)79,79116,622

Recognised in the income statement

181661-(453)1,1791,568

Recognised in equity

-(57)911--854

Recognised in other comprehensive income

--(1,735)

-

-(1,735)

At 28 January 20243724,753(97)(68,689)80,97017,309

Recognised in the income statement

(7,007)(304)-4,215(3,493)(6,589)

Recognised in equity

-48469--517

Recognised in to other comprehensive income

--(1,247)--(1,247)

At 26 January 2025 (6,635) 4,497(875)(64,474)77,4779,990

(b) Taxation payable

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Movements:

Balance at beginning of period

(8,316)(11,308)

Current tax

(27,854)(34,628)

Tax paid

30,48837,195

Foreign investor tax credit (FITC)

435425

Balance at end of period

(5,247) (8,316)

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

62

2.3.3 Imputation credits
Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Imputation credits available for use in

subsequent accounting periods:

145,980 142,436

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

• Imputation credits that will arise from the payment of the provision for income tax,

• Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date, and

• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

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

2.4 Earnings per share

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

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

issue during the period.


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

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

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

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

Period ended

26 January 2025

Period ended

28 January 2024

Net profit attributable to shareholders $000

60,63484,221

Basic


Weighted average number of ordinary shares on issue (thousands)

222,787222,756

Basic earnings per share

27.2 cents37.8 cents

Diluted

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

not exercised (thousands)

223,208223,070

Diluted earnings per share

27.2 cents 37.8 cents

2. Performance


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

63

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

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

equivalent to their fair value unless otherwise stated.

3.1 Working Capital

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

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

3.1.1 Cash and cash equivalents

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

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

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Cash at bank or on hand

142,401 175,441

As at 26 January 2025 the Group held foreign currency equivalent to NZ$1.473 million (2024: NZ$1.820 million) which is included in

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

3.1.2 Trade and other receivables

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

suppliers not otherwise deducted from suppliers’ payable accounts. All rebates are deducted from the cost of inventory.

Trade receivables are recognised initially at the value of the invoice sent to the customer (fair value) and subsequently at

the amounts considered recoverable (amortised cost). Trade receivable balances are reviewed on an on-going basis.


Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Trade receivables

1,6451,502

Prepayments

3,2423,268

Other receivables

1,9432,968

Total trade and other receivables

6,8307,738

No interest is charged on trade receivables.

3.1.3 Inventories

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

method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and

condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs

necessary to make the sale.

3. Operating Assets and Liabilities


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

64

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

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

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

product information from buyers.

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Finished goods

103,992110,293

Inventory provisions and adjustments

(4,296)(5,425)

Net inventories

99,696104,868

During the period the Group recognised $459.6 million (2024: $445.9 million) of inventory as an expense within cost of goods sold.

3.1.4 Trade and other payables

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

period, which are unpaid.

Trade payables

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

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

Employee entitlements

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled

within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date

and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are

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

present value of the estimated future cash flows.

Bonus plans

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

dependent on both company and individual performance criteria.

Long service leave

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

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

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

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

closely as possible, the estimated future cash outflows.

Provisions

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

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


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

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

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


For the 52 week period ended 26 January 2025

3. Operating Assets and Liabilities

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

65

3. Operating Assets and Liabilities
Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Trade payables

67,17565,942

Employee entitlements

12,44419,045

Other payables and accruals

30,92622,404

Provisions

167142

Total trade and other payables

110,712107,533

Shown in balance sheet as:

Current liabilities

109,301106,292

Non-current liabilities

1,4111,241

Total trade and other payables

110,712107,533

3.2 Property, Plant and Equipment

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

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

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

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

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

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

recoverable amount.

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

included in the income statement.

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

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

- Freehold buildings 33 years

- Plant and equipment 3 - 15 years

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

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

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

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

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


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

66

3. Operating Assets and Liabilities
Land and

buildings

Plant and

equipmentTotal

$000$000$000

At 29 January 2023

Cost

105,88397,515203,398

Accumulated depreciation

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

Net book value

93,72236,570130,292

Period ended 28 January 2024

Opening net book value

93,72236,570130,292

Additions

5,6137,96913,582

Disposals

-(79)(79)

Depreciation charge

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

Closing net book value

96,37436,436132,810

At 28 January 2024

Cost

111,497101,076212,573

Accumulated depreciation

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

Net book value

96,37436,436132,810

Period ended 26 January 2025

Opening net book value

96,37436,436132,810

Additions

31,96324,50356,466

Disposals

-(43)(43)

Depreciation charge

(2,937)(8,776)(11,713)

Closing net book value

125,40052,120177,520

At 26 January 2025

Cost

143,460124,213267,673

Accumulated depreciation

(18,060)(72,093)(90,153)

Net book value

125,40052,120177,520

Capital commitments

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Capital commitments in relation to property, plant and equipment

at balance date not provided for in the financial statements

61,190

1.

11,419

1. $60.4 million in relation to the construction and automation of the Group’s new distribution centre at Drury, South Auckland.

3.3 Intangible Assets

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

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

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


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


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

67

3.4 Leases
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the

net present value of the remaining lease payments. Lease payments to be made under reasonably certain extension options are also

included in the measurement of the liabilities.

Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount of the lease liabilities

less any lease incentives received. Right-of-use assets are subsequently depreciated using the straight-line method from the

commencement date to the end of the lease term. In considering the lease term, the Group applies judgement in determining whether

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

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

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

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

and adjusted for an appropriate credit spread which reflects the terms of the lease and the type of asset leased.

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

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

respective lessor. During the period the Group recognised all extension options (2024: all recognised).

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

adoption of NZ IFRS 16:

3.4.1 Right-of-use assets:

Land and Buildings

$000

Period ended 28 January 2024

Opening carrying amount

243,701

Additions

27,273

Surrender

(3,199)

Depreciation for the period

(22,457)

Closing carrying amount 245,318

At 28 January 2024

Cost

351,412

Accumulated depreciation

(106,094)

Carrying amount245,318

Period ended 26 January 2025

Opening carrying amount

245,318

Additions

7,586

Surrender

-

Depreciation for the period

(22,641)

Closing carrying amount230,263

At 26 January 2025

Cost

357,977

Accumulated depreciation

(127,714)

Carrying amount230,263

3. Operating Assets and Liabilities


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

68

3.4.2 Lease liabilities:
As at

26 January 2025

As at

28 January 2024

$000$000

Opening value

289,180284,969

Additions

7,58627,273

Surrender

-(3,673)

Interest for the period

15,44815,220

Lease payments made

(35,512)(34,609)

Total lease liabilities

276,702289,180

3.4.3 Lease liabilities maturity analysis:

Minimum lease

paymentsInterest

Present

Value

$000$000$000

Within one year

35,488(14,814)20,674

One to five years

134,098(48,359)85,739

Beyond five years

229,725(59,436)170,289

Total

399,311(122,609)276,702

Current

20,674

Non-current

256,028

Total

276,702

3.4.4 Lease related expenses included in the income statement:

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Depreciation

22,64122,457

Short-term leases

3756

Interest on leases

15,44815,220

Total

38,12637,733

3.4.5 Lease payments included in the cashflow statement:

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Total cash outflow in relation to leases

35,51234,609

3. Operating Assets and Liabilities


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

69

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

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

$87,853,048. This holding represented a 6.75% ownership in KMD Brands Limited as at 26 January 2025.

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

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

at 26 January 2025

1.

.


$000

At 29 January 202350,888

Additions

-

Change in fair value credited to other reserves

(15,842)

At 28 January 202435,046

Additions

-

Change in fair value credited to other reserves

(14,643)

At 26 January 202520,403

1. Fair value determined to be $0.425 per share as per NZX closing price of KMD Brands Limited as at 24 January 2025 (2024: $0.73) (Level 1 in the

fair value hierarchy).

4. Investments


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

70

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

5.1 Interest Bearing Liabilities

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

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

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

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

There were no interest bearing liabilities as at 26 January 2025 (2024: Nil).

Net finance costs

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Interest income

6,1276,209

Interest expense - leases

(15,448)(15,220)

Other finance costs

(3)(4)

Net finance cost

(9,324)(9,015)

5.2 Financial Risk Management

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

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

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

5.2.1 Derivative financial instruments

Derivatives are recognised initially at fair value on the date a derivative contract is entered into and are subsequently re-measured to

their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging

instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of highly probable

forecast transactions (cash flow hedges).

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

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

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

continue to be effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, is recognised in

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

within cost of goods sold.

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

will affect profit or loss (for instance when the forecast purchase that is hedged takes place). However, when a forecast transaction

that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and

losses previously deferred in other comprehensive income are transferred from the cash flow hedge reserve and included in the

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

5. Financing and Capital Structure


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

71

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income and is recognised

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

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

statement within cost of goods sold.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative instruments are

recognised immediately in the income statement within administration expenses.

5.2.2 Credit risk

Credit risk refers to the risk of a counterparty failing to discharge an obligation. In the normal course of its business, Briscoe Group

incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash, short-term investments

and derivative financial instruments with only high-credit-rated, Board-approved financial institutions. Sales to retail customers are

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

holds no collateral over its trade receivables.

5.2.3 Interest rate risk

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

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

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

5.2.4 Liquidity risk

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

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

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

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


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

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

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

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

funding facilities.

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

groupings based on the remaining period from the balance sheet date to the contractual maturity date. The cash flow hedge ‘outflow’

amounts disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in relation to all forward

foreign exchange contracts in place at balance date. The cash flow hedge ‘inflow’ amounts represent the corresponding injection of

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

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

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


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

significant.

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


For the 52 week period ended 26 January 2025

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

72

As at 26 January 2025
3 months

or less

3 – 6

months

6 – 9

months

9 – 12

monthsTotal

Carrying

Value

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

Trade and other payables

(83,299)---(83,299)(83,299)

Forward foreign exchange contracts

Cash flow hedges:

- outflow

(28,352)(12,141)(2,070)(4,621)(47,184)

- inflow

30,14213,1062,1804,78050,208

- Net

1,7909651101593,0243,024

As at 28 January 2024

3 months

or less

3 – 6

months

6 – 9

months

9 - 12

monthsTotal

Carrying

Value

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

Trade and other payables

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

Forward foreign exchange contracts

Cash flow hedges:

- outflow

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

- inflow

14,73217,59712,69040945,428

- Net

81231508289289

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

5.2.5 Market risk

Equity price risk

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

investment in equity securities. (Refer note 4.1).


Foreign exchange risk

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

inventory directly from overseas suppliers.

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

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

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

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

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

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



For the 52 week period ended 26 January 2025

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

73

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Current assets

Forward foreign exchange contracts

3,058548

Total current derivative financial instrument assets

3,058548

Current liabilities

Forward foreign exchange contracts

34259

Total current derivative financial instrument liabilities

34259

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

liabilities. For financial reporting purposes these are not offset.

Forward foreign exchange contracts – cash flow hedges


Where forward foreign exchange contracts have been designated and tested as an effective hedge the portion of the gain or loss on

the hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income. These gains

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

hedge exists, is sold.


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

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

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

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

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

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

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


At balance date these contracts are represented by assets of $3,058,284 (2024: $548,213) and liabilities of $34,190 (2024: $259,377)

and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net gain of $2,177,347 (2024:

net gain $207,962). The cash flow hedge reserve also consists of gains and losses, net of deferred tax, from foreign currencies used

as hedges, as a net gain of $72,568 (2024: net gain of $41,557). The total of these net gains and losses amount to a net gain of

$2,249,915 (2024: net gain of $249,519).

Other comprehensive income reported in the consolidated statement of comprehensive income for the year ended 28 January 2024

has been amended to remove the component of cash flow hedge reserve which represented transfers of hedging gains/losses upon

settlement of forward contracts net of tax as separately disclosed in the statement of changes in equity ($2,341,903). The change is

limited to the statement of changes in equity and other comprehensive income and has no impact on profit, cash flow or the balance

sheet of the Group.

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

exchange contract is recognised in the income statement.

At balance date there are no such contracts in place (2024: Nil).


For the 52 week period ended 26 January 2025

5. Financing and Capital Structure

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

74

5. Financing and Capital Structure
5.2.6 Sensitivity analysis

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

reasonably possible over the next 12 month period:

• A shift of -7.5% / +7.5% (2024: -5% / +10%) in the NZD against the USD, from the period-end rate of 0.5703 (2024: 0.6106),

• A shift of -7.5% / +7.5% (2024: N/A) in the NZD against the EUR, from the period-end rate of 0.54559 (2024: N/A),

• A shift of -1.25% / +0.25% (2024: -0.25% / +0.25%) in market interest rates from the period-end weighted average deposit rate of

4.56% (2024: 5.73%),

• A shift of -10% / +20% (2024: -30% / +10%) in the NZX share price of KMD Brands Limited (formerly Kathmandu Holdings Ltd)

from the period-end closing share price of $0.425 (2024: $0.73).

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

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

As at 26 January 2025

Interest

rate

Foreign

exchange rate

Equity

price

Carrying-1.25%+0.25%-7.5%+7.5%-10%+20%

amountProfitEquityProfitEquityEquityEquityEquityEquity

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

Financial Assets:

Cash and cash equivalents

1.

142,401(1,268)(1,268)25425485(73)--

Derivatives – designated as

cashflow hedges (Forward foreign

exchange contracts)

2.

3,058----2,701(2,321)--

Investment in equity securities

3.

20,403------(2,040)4,081

Financial Liabilities:

Derivatives – designated as

cashflow hedges (Forward foreign

exchange contracts)

2.

34----227


(200)--

Total increase /(decrease)(1,268)(1,268)2542543,013(2,594)(2,040)4,081

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

not subject to market risk.


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

75

As at 28 January 2024
Interest

rate

Foreign

exchange rate

Equity

price

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

amountProfitEquityProfitEquityEquityEquityEquityEquity

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

Financial Assets:

Cash and cash equivalents

1.

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

Derivatives – designated as

cashflow hedges (Forward foreign

exchange contracts)

2.

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

Investment in equity securities

3.

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

Financial Liabilities:

Derivatives – designated as

cashflow hedges (Forward foreign

exchange contracts)

2.

259----313(1,549)--

Total increase / (decrease)

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

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

not subject to market risk.

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

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

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

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

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

5.3 Equity

5.3.1 Capital risk management

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

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

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

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

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

5.3.2 Share capital


Share capital comprises ordinary shares only. Incremental costs directly attributable to the issue of new shares or options are shown in

equity as a deduction, net of tax, from the proceeds.

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

equal dividend rights and no par value.

5. Financing and Capital Structure


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

76

Contributed equity – ordinary shares
No. of authorised shares

Share capital

Period ended

26 January 2025

Period ended

28 January 2024

Period ended

26 January 2025

Period ended

28 January 2024

SharesShares$000$000

Opening ordinary shares

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

Issue of ordinary shares arising from the vesting of

performance rights

24,234 120,192 91

1.

208

1.

Balance at end of period

222,790,012 222,765,778 62,435 62,344

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

share capital. The amount transferred for the 24,234 shares issued during the period ended 26 January 2025 was $90,992 (2024: $207,634 for

the 120,192 shares issued).

5.3.3 Dividends

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

Period ended

26 January 2025

Cents per share

Period ended

28 January 2024

Cents per share

Period ended

26 January 2025

$000

Period ended

28 January 2024

$000

Interim dividend for the period ended

26 January 2025

12.50- 27,849 -

Final dividend for the period ended

28 January 2024

16.50 - 36,760 -

Interim dividend for the period ended

28 January 2024

-

12.50 -27,846

Final dividend for the period ended

29 January 2023

-

16.00 -35,642

29.00 28.50 64,609 63,488

All dividends paid were fully imputed (refer also to Note 2.3.3 for imputation credits available for use in subsequent periods).

Supplementary dividends of $434,936 (2024: $424,981) were provided to shareholders not tax resident in New Zealand, for

which the Group received a Foreign Investor Tax Credit entitlement.

On 11 March 2025 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 26 January

2025. The dividend will be paid at a rate of 10.00 cents per share for all shares on issue as at 20 March 2025, with full

imputation credits attached.

5.3.4 Reserves and retained earnings

Cashflow hedge reserve

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

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

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

in equity).

Equity-based remuneration reserve


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

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

consolidated statement of changes in equity and note 6.2).

Other reserves


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

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

5. Financing and Capital Structure


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

77

6.1 Related Party Transactions
6.1.1 Parent and ultimate controlling party

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

During the period the Company advanced and repaid loans to its subsidiaries by way of internal current accounts. In presenting the

financial statements of the Group, the effect of transactions and balances between fellow subsidiaries and those with the Company

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

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

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

payments of $732,500 (2024: $722,897) from the Group, under an agreement to lease premises to The Sports Authority

Limited (trading as Rebel Sport). The remaining non-cancellable term of this lease is 1.2 years (2024: 2.2 years) with a payment

commitment of $854,583 (2024: $1,587,083).

• Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2024: $600,634) as owner

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

The remaining non-cancellable term of this lease is 7.6 years (2024: 8.6 years) with a payment commitment of $5,033,296 (2024:

$5,633,930).

• Kein Geld Westgate Limited, an entity associated with RA Duke, forms part of an unincorporated joint venture known as Westgate

Lifestyle Centre Joint Venture. The joint venture owns Westgate Lifestyle Shopping Centre at Westgate, Auckland, which includes

the Briscoes Homeware and Rebel Sport premises. Rental payments of $565,144 (2024: $423,858) were received under an

agreement to lease premises to Briscoes (NZ) Limited. The remaining non-cancellable term of this lease is 0.3 years (2024: 1.3

years) with a payment commitment of $141,286 (2024: $706,431). The joint venture also received rental payments of $301,253

(2024: $225,939) under an agreement to lease premises to The Sports Authority Limited (trading as Rebel Sport). The remaining

non-cancellable term of this lease is 0.3 years (2024: 1.3 years) with a payment commitment of $75,313 (2024: $376,566).

• The RA Duke Trust (including RA Duke Limited) received dividends of $49,754,251 (2024: $48,896,419).

• P Duke, spouse of RA Duke, received payments of $65,000 (2024: $65,000) in relation to her employment as an overseas buying

specialist with Briscoe Group Limited, and rental payments of $968,512 (2024: $968,512) as owner of the Briscoes Homeware

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

term of this lease is 6.3 years (2024: 7.3 years) with a payment commitment of $6,343,751 (2024: $7,312,263).

6.1.2 Key management personnel

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

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

and the Chief People Officer.

Key management compensation was as follows:

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Salaries and other short-term employee benefits

3,8574,852

Equity-based remuneration

497240

Directors’ fees

433400

Total benefits

4,7875,492

Key management did not receive any termination benefits during the period (2024: Nil).

Key management did not receive and are not entitled to receive any post-employment or long-term benefits (2024: Nil).

Executives (excluding directors) included in key management received dividends of $323,709 (2024: $304,524) in relation to Briscoe

Group shares held.

6. Other Notes


For the 52 week period ended 26 January 2025

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

78

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

Period ended

26 January 2025

Period ended

28 January 2024

Directors’ feesDividendsDirectors’ feesDividends

$000$000$000$000

Executive Director

RA Duke

-

---

Non-Executive Directors

RPO’L Meo

163-154-

AD Batterton

92-82-

RAB Coupe

913873

HJM Callaghan

87-77-

43334003

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

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Executive Director

RA Duke

49,75448,896

Non-Executive Directors

RPO’L Meo

29 29

AD Batterton

86

RAB Coupe

-

-

HJM Callaghan

-

-


For the 52 week period ended 26 January 2025

6. Other Notes

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

79

6.2 Employee Equity-Based Remuneration
6.2.1 Equity settled performance rights

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

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

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

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

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

.

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

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

programme during the period.

Performance rights movements during the period are summarised below:

TrancheGrant Date

Balance at

start of period

(number)

Granted during

the period

(number)

Vested during

the period

(number)

Lapsed/forfeited

during the period

(number)

Balance at the

end of period

(number)

4

15 Jun 202174,562-(24,234)(50,328)-

5

5 Aug 2022125,977--(14,619)111,358

6

3 Aug 2023206,445--(21,563)184,882

7

22 Oct 2024-298,135--298,135

406,984298,135(24,234)(86,510)594,375

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

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

is shown in the following table:

TrancheGrant DateTSR WeightingEPS Weighting

55 Aug 2022

50%

50%

63 Aug 2023

50%50%

722 Oct 2024

50%

50%

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

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

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

according to the following performance criteria for each unvested tranche:


For the 52 week period ended 26 January 2025

6. Other Notes

Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements

80

% VestingTranche 5Tranche 6Tranche 7
0%

< 5.7% CAGR< 10.8% CAGR< 9.0% CAGR

1% - 99% (Straight-line prorata)

=>9.0%, < 11.0% CAGR

50%

= 5.7% CAGR= 10.8% CAGR

51% - 99% (Straight-line prorata)

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

100%

=> 6.7% CAGR=> 11.8% CAGR=> 11.0% CAGR

The TSR performance is calculated across the following periods:

TranchePerformance Period

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

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

7Announcement date of FY 2023/24 Result to announcement date of FY 2026/27 Result

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

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

shown below:


Tranche 5Tranche 6Tranche 7

Fair value of TSR performance rights

$143,287$144,305$354,483

Current price at grant date

$5.56$4.68$5.06

Risk free interest rate

3.54%5.22%4.18%

Expected life (years)

2.752.622.40

Expected share volatility

1.

24%22%22%

1.

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

data) as well as the average 90-day volatility for the past 3 years (measured on a daily basis).

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

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

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

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

following performance criteria:

% VestingTranche 5Tranche 6Tranche 7

0%

< 1.1% CAGR< -1.9% CAGR< 1.0% CAGR

1% - 99% (Straight-line prorata)

=>1.0%, < 4.0% CAGR

50%

= 1.1% CAGR= -1.9% CAGR

51% - 99% (Straight-line prorata)

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

100%

=> 2.6% CAGR=> 0.4% CAGR=> 4.0% CAGR


For the 52 week period ended 26 January 2025

6. Other Notes

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

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

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

7FY 2026/27 EPS relative to FY 2023/24 EPS

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

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

has been calculated to be $4.89, $4.00 and $4.48 for tranche 5, tranche 6 and tranche 7, respectively.

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

Vesting of performance rights also requires the employee to remain in employment with the Company during the performance period.

The Company has expensed in the income statement $496,627 (2024: $390,873) in relation to performance rights.

6.2.2 Equity-based remuneration reserve

Period ended

26 January 2025

Period ended

28 January 2024

$000$000

Balance at beginning of period

701575

Current period amortisation

497391

Performance rights vested transferred to share capital

(91)(208)

Performance rights lapsed/forfeited

(230)-

Deferred tax on performance rights

48(57)

Balance at end of period

925701

6.3 Events After Balance Date

On 11 March 2025 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 26 January 2025.

The dividend will be paid at a rate of 10.00 cents per share for all shares on issue as at 20 March 2025, with full imputation credits

attached (Note 5.3.3).


For the 52 week period ended 26 January 2025

6. Other Notes

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For the 52 week period ended 26 January 2025

6. Other Notes

6.4 New Accounting Standards

The Group has applied the following standards and amendments for the first time in the preparation of these consolidated financial

statements.

• FRS-44 amendment - Disclosure of fees for audit firms’ services.

• IFRS Interpretations Committee agenda decision July 2024 - Disclosure of Revenues and Expenses for Reportable Segments

(IFRS 8).

The amendments listed above did not have any impact on the amounts recognised in the financial statements, however the IFRS

Interpretations Committee agenda decision required the Group to provide enhanced segment disclosures.

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

mandatory for the 26 January 2025 reporting period and have not been early adopted by the Group. Other than NZ IFRS 18 these

standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting

periods and on foreseeable future transactions.

NZ IFRS 18: Presentation and Disclosure in Financial Statements will be effective for annual reporting periods beginning on or after 1

January 2027. This new standard, which is mandatory for the Group in the 2028 financial year, is expected to change the presentation

of the Group’s consolidated income statement. The Group will disclose more information in the future when a full assessment of the

impact of the standard has been completed.

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

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

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

of Directors) and has been approved by the Board.

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

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

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

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

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

alternative practices followed in lieu of the recommendation).

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

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

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

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


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

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


Corporate

Governance

Statement

Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement88

Principle 1 – Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold

management accountable for these standards being followed throughout the organisation.

Code of Values and Conduct and Related Policies


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

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

NZX Code.”

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

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

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

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

annually and was last reviewed in June 2024. All Directors and employees must provide acknowledgement that they have read

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

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

Briscoe Group’s Delegated Authorities Policy does not permit donations to political parties.

Trading in Company Securities Policy

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

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

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

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

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

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

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

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

not publicly available.

Principle 2 – Board Composition and Performance

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

knowledge, experience and perspectives.


Board Charter

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

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

management.”

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

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

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

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

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

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

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

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

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

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

through the Chair.

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

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

appointment.”

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

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

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

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

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

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

identification, recruitment and appointment of suitable candidates.

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

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

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

Board to be independent (as defined in the NZX Listing Rules). The Board also takes into consideration recommendation

2.8 - a majority of the Board should be independent Directors. The current composition of the Board of Directors meets these

requirements.

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

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

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

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

appointment.

Directors

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

including a profile of experience, length of service and ownership interests; director attendance at board meetings; and the board’s

assessment of the director’s independence including a determination in regards to pertinent factors listed in the Code.”

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

of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and has determined that as at 12

February 2025, four Directors are independent Directors, including the Chair (Dame Rosanne Meo) and the Chair of the

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

Dame Rosanne MeoChair, IndependentAppointed May 2001

Rod DukeExecutive DirectorAppointed March 1992

Tony BattertonIndependentAppointed June 2016

Andy CoupeIndependentAppointed October 2016

Mark CallaghanIndependentAppointed January 2021

Noting Chair, Dame Rosanne Meo has been a director of Briscoe Group for more than 12 years, the Directors (other than

Dame Rosanne Meo) have carefully considered whether her long tenure leads to any influence or perceived influence, in a

material way, affecting her capacity to bring an independent view, to act in the best interests of Briscoe Group, or to represent

shareholders. They have observed the robust and critical approach that she brings in challenging management and strategic

priorities, while clearly facilitating open and constructive dialogue both between members of the Board, and also between

management and other members of the Board. As such, they have determined that Dame Rosanne Meo continues to qualify as

an independent Director.

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Director Skills
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 based on each Director’s self-assessment is set

out below. Further information about the experience and qualifications of individual Directors is available through the link here:

Director Profiles and on Briscoe Group’s website.

Key:

High Capability = Moderate capability =

CAPABILITYDame

Rosanne Meo

Rod DukeTony

Batterton

Andy CoupeMark

Callaghan

Governance/Stakeholder Relations

Corporate governance experience of listed

company.

Strategy

Experienced in setting and driving strategy.

Retail

Broad and deep retail knowledge (developed

during both buoyant and more challenging

economic conditions).

Customer & Marketing

Experience of customer-focused strategies,

understands brand equity and marketing.

Supply Chain

Holds broad sourcing, logistics or distribution

experience.

People & Culture

Has proven leadership skills and the ability to

recognise strong organisational culture.

Risk Management/ Sustainability

Experienced in identifying and mitigating both

financial and non-financial risks.

Financial/ Commercial

Has significant finance experience and is

commercially astute.

Digital/ Data/ Technology

Comfortable with technology and the use of

data and digital channels. Encourages innovation

and use of new technologies.

APPOINTED

May 2001March 1992June 2016October 2016January 2021

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DirectorNumber of shares in which a relevant interest is held
Dame Rosanne Meo

100,000 shares

Rod Duke

171,566,383 shares

Tony Batterton

30,000 shares

Andy Coupe

10,000 shares

Mark Callaghan

10,000 shares

Diversity

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

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

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

policy or a summary of it.”

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

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

cultures and backgrounds, along with a wide range of other personal attributes including gender, age, disability (mental, learning

or physical), economic background, language(s) spoken, marital/partnered status, physical appearance, race, religious beliefs

and gender identity or orientation. Briscoe Group has a commitment to attracting, selecting, developing and retaining the most

suitable employees from this diverse range of attributes. The Group’s Diversity and Inclusiveness Policy is available through the

link here: Diversity and Inclusiveness Policy, and on Briscoe Group’s website.


We have previously identified that information gathered through our recruitment processes was limited, particularly in relation

to data collected for purposes of assessing diversity and progress in this area. We recognised that although it is critical to

prevent bias in selection and hiring practices through presentation of candidate information this must be balanced with having

access to this data to ensure we monitor and champion practices and decisions which enhance diversity. In 2022 we worked

with an external project team to identify good practice around gathering and using ethnicity information both for potential

candidates and existing employees. We now have ethnicity information for over 64% of our team based on the information

shared at recruitment stage or volunteered when we have engaged with our team on this particular issue. Expansion of gender

identification options has enabled a number of our team to communicate that they identify as a different gender than they

previously nominated.

We have previously acknowledged the retail sector has had high representation of women in its operations and yet has seen

under-representation in senior management roles. For context, we know that currently two thirds of our workforce identify

as female. We continue to see a pleasing increase in the number of women in our high potential talent pool. We have seen a

continued trend for changes in the gender mix of this critical pool of people with an increasing proportion of leaders within our

business being female.

Previously we had identified an inadequate focus on retail specific tertiary education along with a tendency for fewer career

retailers to engage in tertiary education. We continue to provide support for team members studying towards Master of

Business Administration degrees. Briscoe Group recognises that support for tertiary study is vital and we have been delighted

with the successes of those who have already completed their degrees. We assist our managers with a combination of payment

of fees as well as paid time out of the workplace for study and exam purposes.

The Board and management recognise that diversity without inclusiveness does not result in the balanced workforce desired

in the business. Briscoe Group has in place policies and procedures to encourage and support equitable treatment for all

employees and includes consideration of internal applicants for jobs with the Group. Aligning with the Institute of Directors’

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


Directors disclosed the following relevant interests in shares as at 26 January 2025:

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Director Training
Recommendation 2.6: “Directors should undertake appropriate training to remain current on how to best perform their duties as

Directors of an issuer.”

The Board expects all Directors to undertake continuous education to remain current on how to best perform their

responsibilities and keep abreast of changes and trends in economic, political, social, financial and legal climates and

governance practices. The Board also ensures that new Directors are appropriately introduced to management and the

business, that all Directors are updated on relevant industry and company issues and receive copies of appropriate company

documents to enable them to perform their roles. The expectation that Directors undergo ongoing training (informal or formal)

and education is reinforced in the Board Charter.

Board Evaluation

Recommendation 2.7: “The Board should have a procedure to regularly assess director, Board and committee performance.”

The Chair of the Board leads regular internal performance reviews in addition to undertaking a periodic external evaluation of

the performance of Directors, the Board as a whole, and of the Board committees against the Board and committee charters,

including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. The Chair of the Board

also engages with individual Directors to evaluate and discuss performance and professional development. The Board plans

to undertake the next external evaluation during the 2025 calendar year utilising an Institute of Directors survey resource for

commercial boards, “Accelerate Evaluation”.

perspective, we approach diversity with a focus on demonstrated competence (see link here: Institute of Directors-Getting on

board with diversity).

Briscoe Group has partnered with a number of external organisations to develop and deliver educational materials in this area, all

of which are available through our online training platform. Our LEAP programme, developed in conjunction with expert external

partners, is available to all employees and continues to be a foundation to diversity and inclusiveness awareness.

We acknowledge that any narrowness in diversity is not sustainable and believe that an increased emphasis on a collaborative

and inclusive culture and focus on developing talent will secure this realignment. Ensuring that all employees at all levels and in

all workplace environments feel secure and safe, confident and appreciated through understanding the importance of diversity

is most important to us.

A breakdown of the gender composition of Directors and officers as at the Company’s balance date, including comparative

figures, is shown below:

26 January 202528 January 2024

FemaleMaleFemaleMale

Directors

14

1

4

Officers

1.,2.

-3

-

3

Other Senior Management

3.

13

1

3

1.

Excludes Managing Director (included in breakdown of Directors).

2. Officers is defined as the members of the senior management team, who report either directly to the Board or to the Group

Managing Director.

3. General Manager positions not reporting directly to the Group Managing Director.

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Independent Directors
Recommendation 2.8: “A majority of the Board should be independent Directors.”

The Board currently comprises five Directors; four independent and one executive Director. Further details of the Board

composition are above at Recommendation 2.4.

Separation of Board Chair and CEO

Recommendations 2.9 and 2.10: “An issuer should have an independent chair of the board. The chair and the CEO should be

different people.”

The Chair of the Board is responsible for leading the Board, facilitating the effective contribution of all Directors, representing

the Board to Shareholders, and promoting constructive and respectful relations between Directors and between the Board

and management. The role of the Chair of the Board is further documented in the Board Charter, which is available on Briscoe

Group’s website.

The current Chair of the Board is an independent Director. Additionally, the Board Charter makes explicit that the Chair of

the Board and the Managing Director roles are separate (i.e. a Director must not simultaneously hold both positions). This

requirement recognises the importance of the separation between management of the company and the Chair’s governance

role, in enabling the Board to effectively challenge management.

Principle 3 – Board Committees

The Board should use committees where this will enhance its effectiveness in key areas,

while still retaining Board responsibility.

Audit and Risk Committee

Recommendation 3.1: “An issuer’s audit committee should operate under a written charter. An audit committee should only

comprise non-executive directors of the issuer. One member of the committee should be both independent and have an

adequate accounting or financial background. The chair of the audit committee should be an independent director and not be

the Chair of the Board.”

The Audit and Risk Committee advises and assists the Board in discharging its responsibilities with respect to financial reporting,

compliance and risk management practices of Briscoe Group. The Audit and Risk Committee operates under a written Charter,

and this is available through the link here: Audit and Risk Committee Charter, and on Briscoe Group’s website. The Audit and

Risk Committee currently comprises Tony Batterton (Chair), Dame Rosanne Meo, Mark Callaghan and Andy Coupe, all of whom

are independent, non-executive Directors and whose qualifications and experience are available on the Briscoe Group website.

The Audit and Risk Committee meet at least four times during the year. In addition to these meetings the Management Risk

Committee meet four times during the year to review, assess and update the Company’s risk matrix. The changes made to the

risk matrix are shared with the Board.

Recommendation 3.2: “Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.”

The Managing Director, Chief Financial Officer, Chief Operating Officer, Finance Manager, Finance Business Partner and

Internal Audit Manager attend Audit and Risk Committee meetings at the invitation of the Audit and Risk Committee. Briscoe

Group’s external auditor also attends meetings at the committee’s invitation. The Audit and Risk Committee receives reports

from the external auditor without management present, concerning any matters that arise in connection with the performance

of management’s role and otherwise as necessary to protect the independence of the Audit and Risk Committee from undue

influence.

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Remuneration Committee
Recommendation 3.3: “An issuer should have a Remuneration Committee which operates under a written charter (unless

this is carried out by the whole Board). At least a majority of the Remuneration Committee should be independent directors.

Management should only attend Remuneration Committee meetings at the invitation of the Remuneration Committee.”

The Board operates a Human Resources Committee which incorporates remuneration. The Human Resources Committee

currently comprises Andy Coupe (Chair), Dame Rosanne Meo, Tony Batterton and Mark Callaghan, all of whom are

independent, non-executive Directors and whose qualifications and experience are available on Briscoe Group’s website. The

Human Resources Committee meet at least three times during the year. The Committee assists the Board in discharging its

responsibilities with respect to the remuneration and performance of the Group Managing Director and other senior executives,

remuneration of Directors, health and safety and human resources policy and strategy. The Human Resources Committee

operates under the Human Resources Committee Charter, and this is available through the link here: Human Resources

Committee Charter, and on Briscoe Group’s website. Selected management only attend Human Resource Committee meetings

at the invitation of the Human Resources Committee.

Nomination Committee

Recommendation 3.4: “An issuer should establish a nomination Committee to recommend Director appointments to the

Board (unless this is carried out by the whole Board), which should operate under a written charter. At least a majority of the

Nomination Committee should be independent Directors.”

The Board does not operate a separate Nomination Committee, as Director appointments are considered by the Board as a

whole. The Board’s procedure for the nomination and appointment of Directors is summarised under Principle 2 above (under

the heading “Nomination and Appointment of Directors”).

Overview of Board Committees

Recommendation 3.5: “An issuer should consider whether it is appropriate to have any other Board committees as standing

Board committees. All committees should operate under written charters. An issuer should identify the members of each of its

committees, and periodically report member attendance.”

The Board does not operate any other committees apart from the Audit and Risk Committee and the Human Resources

Committee. Briscoe Group has thoroughly assessed whether any other standing Board committees are appropriate and has

determined they are not. This determination is grounded in the confidence that the current Board and its existing committees have

the requisite experience and expertise to effectively undertake all essential Board functions.

Each committee operates under a charter which is available on Briscoe Group’s website. Committee members are appointed

from members of the Board and membership is reviewed on an annual basis. Any recommendations made by the committees are

submitted to the full Board for formal approval.

Attendance at Board and Committee Meetings for the Year Ended 26 January 2025

BoardAudit and RiskHuman Resources

Number of meetings held

14

1.

44

AttendedAttendedAttended

Dame Rosanne Meo

1344

Rod Duke

1343

Tony Batterton

14

44

Andy Coupe

1444

Mark Callaghan

1444

1. Includes two meetings of the Board held immediately after the half and full-year Audit and Risk Committee meetings to approve Group resolutions associated with

releases to the NZX and ASX, financial statements and dividends.

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Control Transaction Protocols
Recommendation 3.6: “The Board should establish appropriate protocols that set out the procedure to be followed if there is a

‘control transaction’ for the issuer (amongst other matters).”

A “control transaction” means any transaction that: (a) is regulated by the Takeovers Code; (b) would be regulated by the

Takeovers Code if it were not structured as a scheme of arrangement under Part 15 of the Companies Act 1993; or (c) is a

“Restricted Transfer’ under Appendix 3 (Takeover Provisions) of the NZX Listing Rules.

Given Briscoe Group’s shareholding structure, with the majority Shareholder being a member of the Board, the Board considers

the likelihood of an unanticipated control transaction to be low, and so the Board does not consider it necessary for this

recommendation to be adopted. However, in the event a control transaction offer is received, the Board has already agreed

that a Control Transaction / Takeover Response Committee would be convened, comprised of Independent Directors. That

committee would consider the Company’s actions in relation to the control transaction offer, including seeking appropriate

legal, financial and strategic advice, and, as applicable, complying with takeover regulation (including the appointment of an

independent advisor under the Takeovers Code and the preparation of a Target Company Statement) and determining what

additional information (if any) would be provided by the Company to the bidder.

Principle 4 – Reporting and Disclosure

The Board should demand integrity in financial and non-financial reporting, and in the

timeliness and balance of corporate disclosures.

Continuous Disclosure

Recommendation 4.1: “An issuer’s Board should have a written Continuous Disclosure Policy.”

As a listed company, there is an imperative to ensure the market is informed, and the listed securities are being fairly valued

by the market. In addition to statutory disclosures, the company provides ongoing updates of its operations. This material is

made publicly available through releases to the NZX and ASX, in accordance with the relevant Listing Rules. Briscoe Group

has a Continuous Disclosure Policy, and this is available through the link here: Continuous Disclosure Policy, and on Briscoe

Group’s website. The purpose of this policy is to: ensure Briscoe Group complies with its continuous disclosure obligations;

ensure timely, accurate and complete information is provided to all Shareholders and market participants; and outline the

responsibilities in relation to the identification, reporting, review and disclosure of material information relevant to Briscoe Group.

Charters and Policies

Recommendation 4.2: “An issuer should make its code of ethics, Board and committee charters and the policies recommended

by NZX Code, together with any other key governance documents, available on its website.”

Information about Briscoe Group’s corporate governance framework (including Code of Conduct, Board and Board committee

charters, and other selected key governance codes and policies) is available through the link here: Charters and Policies, and on

Briscoe Group’s website.

Financial and Non-Financial Reporting

Recommendations 4.3 and 4.4: “Financial reporting should be balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including considering environmental, social sustainability and governance factors

and practices. It should explain how operational or non-financial targets are measured. Non-financial reporting should be

informative, include forward looking assessments, and align with key strategies and metrics monitored by the Board.”

Financial Reporting

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring that financial reporting is balanced, clear and objective.

It reviews annual and half year financial statements and makes recommendations to the Board concerning the application

of accounting policies and practice, areas of judgement, compliance with accounting standards, stock exchange and legal

requirements, and the results of the external audit.

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Management’s accountability for Briscoe Group’s financial reporting is reinforced by the written confirmation from the
Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly maintained and that

the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position

and performance of Briscoe Group. Such representations are given on the basis of a sound system of risk management and

internal control approved by the Audit and Risk Committee, which is operating effectively in all material respects in relation to

financial reporting risk.

Non-Financial Reporting - Sustainability

Briscoe Group regularly assesses its exposure to environmental, social sustainability and governance factors as part of the overall

framework for managing risk (see Principle 6 – Risk Management) and provides non-financial disclosure of this nature to its

shareholders on at least an annual basis.

Being one of New Zealand’s leading retailers we are committed to improving sustainability performance across the four pillars of

our sustainability strategy: Governance, Community, Our People and the Environment. Progress against these pillars is reported

on pages 19-27 of this report.

Briscoe Group is a Climate Reporting Entity and is publicly reporting for its period ending 26 January 2025, the Group’s climate

related risks and opportunities in accordance with Aotearoa New Zealand Climate Standards released on 15 December 2022

(see pages 28-40 of this report).

Principle 5 – Remuneration

The remuneration of Directors and executives should be transparent, fair and reasonable.

Remuneration Policy

Recommendations 5.1 and 5.2: “An issuer should have a remuneration policy for the remuneration of directors. An issuer should

recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be

clearly disclosed in the issuer’s Annual Report. An issuer should have a remuneration policy for remuneration of executives which

outlines the relative weightings of remuneration components and relevant performance criteria.”

The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Directors and

employees including senior executives, to ensure that remuneration practices are fair and appropriate, and that there is a

clear link between remuneration and performance. A copy of the Remuneration Policy, which is reviewed annually by both

management and the Human Resources Committee, is available through the link here: Remuneration Policy and on Briscoe

Group’s website. Briscoe Group is committed to applying fair and equitable remuneration and reward practices in the workplace,

taking into account internal and external relativity, the commercial environment, the ability to achieve Briscoe Group’s business

objectives and alignment with protecting and enhancing Shareholder value. Under Briscoe Group’s remuneration framework,

jobs are sized using a robust and recognised methodology with remuneration evaluated against the relevant market for talent.

We incorporate individual performance against defined key performance objectives as a key consideration in all remuneration-

based decisions, balanced by the organisational context. Remuneration for senior management includes a mix of fixed and

variable components. The mechanics of individual schemes, performance criteria including focus areas, specific targets,

weightings, and quantum relating to performance payments which comprise short, medium and long-term incentives are

regularly appraised to ensure they incorporate changing market conditions as well as the Company’s performance in relation to

strategic initiatives that are deemed by the Board to be most relevant in driving Shareholder value.

Director Fees

Non-Executive Directors are paid fees in accordance with the table provided under 5.1. The levels at which fees are set reflects

the time commitment and responsibilities of the roles of Non-Executive Directors. Non-executive directors do not receive

performance-based remuneration. The Board uses various sources to inform its decision making on fees and consults with

expert independent advisors where appropriate.

Shareholder approval is sought for any increase in the pool available to pay Directors’ fees. Approval was last sought in 2024,

when the pool limit was set at $444,000 per annum.

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PositionFees (per annum)
Board of Directors

Chair

$152,000

Member

$76,000

Audit and Risk Committee

Chair

$12,000

Member

$7,000

Human Resources Committee

Chair

$10,000

Member

$7,000

Remuneration of Directors in the reporting period is tabulated below:

Board

Fee

Audit and Risk

Committee

Human

Resources

Committee

Total

Fees

Other

Payments/

Benefits

Total

Remuneration

Dame Rosanne Meo

$149,000

$7,000$7,000

$163,000

-

$163,000

Rod Duke

1.

----

$1,766,177 $1,766,177

Tony Batterton

$74,500

$12,000

$5,250$91, 750

-

$91, 750

Andy Coupe

$74,500

$7,000$10,000

$91,500

-

$91,500

Mark Callaghan

$74,500$5,250

$7,000

$86,750 -$86,750

Total

$372,500 $31,250 $29,250 $433,000 $1,766,177 $2,199,177

1. No Directors’ fees are paid to Executive Directors. For more information in relation to Executive Director remuneration refer to

“Managing Director Remuneration” below.

The Board has determined the following allocation from the current pool:

Executive and Employee Remuneration

In 2019, the Board introduced the Briscoe Group Senior Executive Incentive Plan to grant performance rights to key senior

management personnel as a long-term incentive (LTI) programme. Vesting is dependent upon achievement of Earnings per Share

(EPS) and Absolute Total Shareholder Return (aTSR) growth targets at the end of a three-year term. Seven tranches of performance

rights have been issued under this programme. The rules of the scheme provide the ability for Directors to exercise discretion in

relation to a number of aspects of the scheme, including varying the terms or outcomes of schemes. The Directors recognise the

importance of transparency, maintaining the integrity of schemes, and ensuring that Shareholder value is protected or enhanced

through the operation of these schemes. To do so, the Directors have chosen to let results “lie where they fell” for each tranche

issued to date and recognise that scheme participants understand and respect their decisions to do so.

A medium-term incentive (MTI) scheme was also introduced for other selected senior management. This plan vests in cash rather

than equity over a two-year period, using the same measures of EPS and aTSR as the LTI. To date, six tranches of this scheme have

been issued.

Periodically the Human Resources Committee, on behalf of the Board, seeks independent external advice to ensure that

remuneration for senior executives is appropriate and fulfils the objectives of attraction, retention and motivation. This exercise

was last conducted in full in 2022 for the roles included as part of the senior management team. The Board is satisfied that the

outcomes of that review remain largely appropriate in the current market. Noting changes to roles and incumbents in a small

number of positions the Board will reassess any need to seek further independent advice in the 2025 calendar year.

In this manner, the various components of remuneration maintain alignment with the interests of Shareholders, the Company and

the individual.

The number of employees and former employees within Briscoe Group (including the Managing Director but excluding any other

Director) receiving remuneration and benefits above $100,000, relating to the 52-week period ending 26 January 2025 is set out

in the following table:

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Senior Management
Briscoe Group’s senior management are appointed by the Managing Director and their key performance indicators (‘KPIs’) are

comprised of specific Briscoe Group financial objectives along with business related individual objectives. Establishing and

monitoring these KPIs is done annually by the Managing Director recommending the KPIs to the Human Resources Committee,

which in turn, makes recommendations to the Board for approval. The performance of the senior management against these

KPIs is evaluated annually and serves as a key determinant of any short-term incentive scheme values and payments. The

quantum available to be earned by each participant was reviewed as part of the independent external review conducted in

2022 and revised in line with any changes to fixed remuneration in 2023. Potential values to be earned are indexed to fixed

remuneration thereby remaining in line with intended remuneration packages.

Short Term Incentive Payments

Short term incentive (STI) payments are at risk cash payments designed to motivate and reward for short term (within each

financial year) performance. The target value of a STI payment is set by the Managing Director with a specified dollar potential

available to each participant in the scheme. The target areas for all employees who are entitled to a STI payment are set

based on a combination of company financial performance, specific financial performance relative to the employee’s areas of

responsibility and individual goals. The weightings applied to each of the target areas will be largely consistent throughout the

company for roles entitled to a STI payment but may vary, along with specific targets to be achieved, depending on specific

areas of focus as determined by the Managing Director. Achievement of Net Profit After Tax (NPAT) is a fundamental hurdle that

must be achieved prior to measurement and satisfaction of any other role based or personal goals. In the absence of achieving

budget NPAT, no scheme vests nor rewards the performance or contributions of the participant.


The Board approves the STI payments to be made to senior management at the end of the financial year and approves the

senior management targets for the following year. The Board reserves the right to exercise discretion in circumstances where

specific KPI’s are not met but exceptional performance warrants some financial recognition.


As Budget NPAT was not achieved for the financial year ended 26 January 2025, no Short-Term Incentive schemes vested. The

Board, in recognising the contributions and wider achievements made across a broader range of measures than financial targets,

elected to use their discretion and determined a discretionary payment of up to 50% of the maximum achievable would be

made. This applied to all participants who are included in formal Short-Term Incentive Schemes along with payment made to all

team members who had met basic criteria such as being permanent employees who had worked at least a minimum number of

hours in the prior financial year. In this manner, all employees were recognised and rewarded for their efforts and contributions.

RemunerationNumber of Employees

$100,000 - $109,999

21

$110,000 - $119,999

16

$120,000 - $129,999

6

$130,000 - $139,999

8

$140,000 - $149,999

7

$150,000 - $159,999

1

$160,000 - $169,999

4

$170,000 - $179,999

8

$180,000 - $189,999

4

$190,000 - $199,999

9

$200,000 - $209,999

4

$210,000 - $219,999

3

$220,000 - $229,9994

RemunerationNumber of Employees

$230,000 - $239,9991

$250,000 - $259,9992

$260,000 - $269,9992

$290,000 - $299,9991

$360,000 - $369,9991

$420,000 - $429,9991

$490,000 - $499,9991

$600,000 - $609,9991

$610,000 - $619,9991

$850,000 - $859,9991

$940,000 - $949,9991

$1,760,000 - $1,769,9991

The table above includes individuals who were employees during the 52-week period ending 26 January 2025 and who received

remuneration and benefits above $100,000 during that period.

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Medium Term Incentive Payments
Medium term incentive (MTI) payments are at risk cash payments designed to motivate and reward for medium term (crossing

two financial years) performance. A two-year term provides for evaluation of performance over a longer term than used for

purposes of STI and ensures a degree of impact or sustainability thereby avoiding or reducing the risk of “short-termism”. MTI

participants are members of the broader senior management team who significantly influence achievement of the Company’s

performance. The target value of an MTI payment is recommended by the Managing Director for approval by the Board, with a

specified dollar amount potentially available to each participant in the scheme. Performance is assessed at Company rather than

individual level with measures aligned to those of the Long-Term Incentive Scheme (LTI), albeit over a slightly lesser timeframe.

The Board will review performance and approve any MTI payments to be made to participants subsequent to announcement of

results for the financial year just passed and approve objectives for the following year. Participants in the MTI do not participate

in the LTI


Long Term Incentive Payments

On 26 March 2019 the Board approved a Senior Executive Incentive Plan under which selected senior employees could be

granted Performance Rights which upon vesting would reward the employees with ordinary shares in the Company. Vesting

of the Performance Rights occurs after three years and is subject to the achievement of certain performance hurdles, relating

to the Company’s achievement against Absolute Total Shareholder Return and Earnings Per Share growth targets. The external

independent review of remuneration conducted in 2022 confirmed the appropriateness of the measures and that the use of

Performance Rights is aligned with the market. Participants in the LTI do not participate in the MTI.

Seven tranches of Performance Rights have been issued under this Plan.

Managing Director Remuneration

Recommendation 5.3: “An issuer should disclose the remuneration arrangements in place for the CEO in its Annual Report. This

should include disclosure of the base salary, short-term incentives and long-term incentives and the performance criteria used

to determine performance-based payments.”

The remuneration of the Managing Director for the year ended 26 January 2025 was:

Period Ended

26 January 2025

Base Salary

$1,223,160

Other Benefits

$140,517

Discretionary Payment

$402,500

Subtotal

$1,766,177

LTI (refer below)

-

Total Remuneration

$1,766,177

The remuneration of the Managing Director comprises fixed and performance payments. Fixed remuneration includes a

base salary and other benefits comprising; contributions to superannuation, life insurance, health insurance and a fuel card.

The performance targets included in the Managing Director’s Short-Term Incentive Scheme include achievement of financial

objectives (achievement of budget NPAT, weighted at 70%) as well as progress on strategic initiatives (weighted at 30%).

Strategic initiatives include those which are core to the ongoing day to day operation of the business in combination with those

which position the company well for future operation, such as the development of our new Distribution Centre, system and

platform transformation and implementation, along with projects focused on our people, property and products.


As noted in the Short Term Incentive Payments section above, as Budget NPAT was not achieved for the financial year ended 26

January 2025, no Short-Term Incentive schemes vested. The Board, in recognising the contributions and wider achievements

made across a broader range of measures than financial targets, elected to use their discretion and determined a discretionary

payment of up to 50% of the maximum achievable would be made. This applied to the Managing Director also.The Managing

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Director does not participate in the MTI Scheme and, given his shareholding in the Company, nor does he participate in any
equity-based Long Term Incentive Scheme.

In accordance with the externally conducted review of the remuneration packages of the roles in the senior management team

conducted in 2022, the structure and quantum of the remuneration package of the Group Managing Director was considered

appropriate.

The Managing Director has no entitlement to any golden handshake or golden parachute payment.

Principle 6 – Risk Management

Directors should have a sound understanding of the material risks faced by the issuer and

how to manage them. The Board should regularly verify that the issuer has appropriate

processes that identify and manage potential and material risks.

Risk Management

Recommendation 6.1: “An issuer should have a risk management framework for its business and the issuer’s Board should

receive and review regular reports. An issuer should report the material risks facing the business and how these are being

managed.”

The Board is responsible for Briscoe Group’s risk assessment, management and internal control and it believes it has carried out

a robust risk assessment process. Principally through the Audit and Risk Committee, the Board monitors policies and processes

that identify significant business risks including climate related risks and implements procedures to monitor these risks. The

Board has assessed the most material risks facing the business to be unfavourable and unpredictable economic conditions;

increased competition; inadequate or unsuccessful strategic decisions; IT systems or security failure; and merchandise and

supply chain issues.

The Board has set the risk appetite for the Group, taking into consideration the expectations of Shareholders and other

stakeholders. The Board recognises that prudent risk-taking is essential for innovation and competitive advantage, while also

acknowledging the importance of risk management to safeguard the Group’s reputation and financial stability. The clear

articulation of the risk appetite provides for an effective mechanism to inform investment decisions, facilitate the discussion of

risk, set parameters within which objectives must be delivered, and support the awareness of risk by our staff and partners.

The Board has a moderate to high-risk appetite in pursuit of the Group’s strategic initiatives and innovation and growth. The

Board accepts a moderate level of operational risk to optimise efficiencies, streamline processes, and adapt to changing market

dynamics while ensuring continuity of business operations. The Board has a low appetite for financial risk, ensuring prudent

capital management, liquidity, and profitability, while acknowledging the need for strategic investment to drive growth. The

Board has a very low appetite for risks to the Group’s brand and reputation, which includes the health and safety of staff,

customers and suppliers; non-compliance with legal and regulatory standards; and cyber, data and technology security.

The Board continues to evaluate and adapt the Group’s risk appetite to respond to evolving market conditions, regulatory

requirements and Shareholder and stakeholder expectations.

A management risk committee comprising the Managing Director, Chief Financial Officer, Chief Operating Officer, Finance

Manager and Internal Audit Manager meets every quarter to identify and assess the major risks affecting the business by

maintaining a risk matrix which is used to develop strategies to monitor and mitigate these risks. Risks are assessed against the

impact of the risk and the likelihood of it eventuating. The management risk committee reports to the Audit and Risk Committee

providing updates on changes to top risks. The risk matrix is provided to the Board six monthly. Significant risks are discussed at

Board meetings, or as required. Briscoe Group maintains insurance policies that it considers adequate to meet insurable risks.

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Health and Safety
Recommendation 6.2: “An issuer should disclose how it manages its health and safety risks and should report on their health

and safety risks, performance and management.”

The Human Resources Committee, the Chief People Officer and specialist team members in the Human Resource function

assist the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations and

policies.

The Human Resources Committee, along with management, is responsible for ensuring that Health and Safety has appropriate

focus and is sufficiently resourced to achieve its objectives within Briscoe Group. This includes safeguarding the health and

safety of Briscoe Group’s workers, other workers under its influence and ensuring the health and safety of its customers, visitors

and the general public to the extent reasonably practicable.

Company performance across a range of measures of Health and Safety are a consistent and priority agenda item at all Board

meetings. The Board and senior management are apprised of all notifiable incidents and injuries and the actions taken to ensure

the health and wellbeing of injured persons. Actions taken to prevent incident recurrence are also advised.

Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and systems,

capability of staff and the general culture of the business in relation to safety.

Briscoe Group operates a Health and Safety Risk Matrix to identify specific hazards and risks, assess their severity of impact

and likelihood of occurrence, document mitigation strategies and determine the level of residual risk. The matrix incorporates

psychosocial wellbeing in addition to physical safety. This matrix is reviewed at least annually by the Human Resources

Committee and annual Health and Safety objectives and KPIs are set for the business based on the significant risks identified.

The Company operates a continuous system of hazard identification and management along with monthly reviews of

performance to ensure that opportunities for improvement are identified and progressed. As our highest Health and Safety risk,

reviews of Traffic Management Plans continue. Continuous vigilance in this area is vital to the safety and wellbeing of our team

and other visitors to our sites. Another key risk is injury due to manual handling. In 2024 we commenced development of manual

handling training incorporating the use of virtual reality to create a safe environment in which to train and practice appropriate

manual handling practices. Our physiotherapy designed programme has been piloted in one location for both trading brands

and rolled out to a slightly wider group of stores to increase the numbers of people involved in the training and who can provide

feedback. Both the technology and programme have been enthusiastically embraced by our team members and managers.

We have continued the extensive work already completed in the area of team member and customer safety due to anti-social

and violent behaviour by visitors to our sites. The work conducted by the Briscoe Group team was complemented by work with

and by external stakeholders including the New Zealand Police, other retailers and Retail New Zealand. We have recognised

that this remains a priority to protect both the physical and mental wellbeing of our team. The work in this area includes but

is not limited to the training provided to our team with consideration for different role types, equipment provided to our Loss

Prevention Specialists and management teams, systems and processes used to identify and monitor undesirable behaviour

and systems and tools used to protect people, product and property. We are determined that our team know and believe that

nothing, including loss of product, is more important than the safety of them, their fellow team members and other visitors to our

sites.

We use a range of indicators including usage of our Employee Assistance Programme to ensure our actions are targeting known

needs as well as identifying new issues or concerns. In 2024 we successfully implemented Sonder as our wider employee

wellbeing support system. Employee feedback has been extremely positive, and we see continued increases in the use of the

services provided through the platform. Our Employee Engagement platform provides additional information from our team on

health and safety as well as other matters relating to general wellbeing and it has been pleasing to see the continued upward

trend in engagement scores across the Company. Importantly, we have identified positive relationships between scores through

our employee engagement platform and business metrics including customer satisfaction and other performance metrics. An

engaged and happy team is key to customer satisfaction.

Both senior management and the Board receive regular updates on our health and safety performance. Complementing

our regular reviews, our annual deep dive with the Board continues to ensure we challenge ourselves to improve on prior

performance through reductions in health and safety incidents, injury frequency and severity. We continue to be encouraged by

our improved performance on measures such as Lost Time Injury Frequency Rates, performance data shared by ACC and our

own internal recording and reporting systems.

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Principle 7 – Auditors
The Board should ensure the quality and independence of the external audit process.

External Audit

Recommendations 7.1 and 7.2: “The Board should establish a framework for the issuer’s relationship with its external auditors.

This should include procedures prescribed in the NZX Code. The external auditor should attend the issuer’s annual shareholders

meeting to answer questions from shareholders in relation to the audit.”

The Audit and Risk Committee is responsible for the oversight of Briscoe Group’s external audit arrangements. These

arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code.

The Audit and Risk Committee is committed to ensuring Briscoe Group’s external auditor is able to carry out its work

independently so that financial reporting is reliable and credible. Briscoe Group has an External Auditor Independence policy,

which is available through the link here: External Auditor Independence Policy, and on Briscoe Group’s website. The External

Auditor Independence policy implements the procedures set out in the NZX Code. Regular rotation of the Company’s external

audit firm is not mandated however, the Engagement and Quality Review partners of the Company’s external auditors are

required to rotate every five years and are subject to a two-year cooling-off period. Pricewaterhouse Coopers has been the

external auditor of Briscoe Group since 2001. The current lead audit partner, Jolly Morgan, commenced his 5 year term from

February 2024.

The External Auditor Independence policy sets out the work that the external auditor is required to do and specifies the

services that the external auditor is not permitted to do unless authorised by both the Chair and the Chair of the Audit and Risk

Committee and so advised to the Board. This is so the ability of the auditor to carry out its work is not impaired and could not

reasonably be perceived to be impaired. During 2021 a benchmarking exercise was undertaken by the Board which involved

discussions with other external audit companies capable of fulfilling the Group’s external audit requirements. As a result of this

exercise the Board was satisfied that the current external auditor remained the most appropriate choice for the Group’s external

audit engagement.


The external auditor attends the Annual Shareholders’ Meeting, and the lead audit partner is available to answer relevant

questions from Shareholders at that meeting.

Briscoe Group’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity as

auditor for the period ended 26 January 2025 were $165,000 (2024: $155,500). Total fees paid to PricewaterhouseCoopers

for other professional services for the period ended 26 January 2025 were $55,000 (2024: $47,500). The other service fees

comprise a half yearly review.

Internal Audit

Recommendation 7.3: “Internal audit functions should be disclosed.”

Briscoe Group has an internal audit team that performs assurance and compliance reviews across company operations as part

of a risk-based programme of work approved by the Audit and Risk Committee. In scope are all aspects of the Group’s store

and non-store operations. In addition to the assurance and compliance work, the internal audit team provides advice to improve

both established systems and processes, and during the design and implementation phase of new systems and processes. The

Internal Audit Manager reports functionally to the Audit and Risk Committee and administratively to the Chief Financial Officer.

The Internal Audit Manager provides regular reporting to management as well as directly to the Board and Audit and Risk

Committee.

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Principle 8 – Shareholder Rights and Relations
The Board should respect the rights of shareholders and foster constructive relationships

with shareholders that encourage them to engage with the issuer.

Information for Shareholders

Recommendation 8.1: “An issuer should have a website where investors and interested stakeholders can access financial and

operational information and key corporate governance information about the issuer.”

Briscoe Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that all

Shareholders are provided with all information necessary to assess Briscoe Group’s direction and performance.

This is done through a range of communication methods including periodic and continuous disclosures to NZX and ASX, half

year and annual reports (including Addendums) and the Annual Shareholders’ Meeting. Briscoe Group’s website provides a

range of information about the Group including financial and operational information, information about its Directors and senior

management and copies of its governance documents, for investors and interested stakeholders to access at any time.

Communicating with Shareholders

Recommendation 8.2: “An issuer should allow investors the ability to easily communicate with the issuer, including by

designing its shareholder meeting arrangements to encourage shareholder participation and by providing the option to receive

communications from the issuer electronically.”

Shareholders have the option of receiving their communications electronically, including by email or through Briscoe Group’s

investor centre. Briscoe Group’s website includes a section for Shareholder communications and the Board has always been

committed to having an open dialogue with Shareholders and welcomes investor enquiries.

Briscoe Group generally holds ‘hybrid’ Shareholder meetings that allow Shareholders to attend either a physical event in person

or participate virtually by attending and voting online. Shareholders can ask questions at Shareholder meetings regardless of

whether they attend the meeting online or in person. Where possible, the Managing Director attends all Shareholder meetings

and actively participates in the answering of any questions received from Shareholders. .

Shareholder Voting Rights

Recommendation 8.3: “Shareholders should have the right to vote on major decisions which may change the nature of the

company in which they are invested.”


In accordance with the Companies Act 1993, the Company’s Constitution, and the NZX and ASX Listing Rules, Briscoe Group

refers any significant matters to Shareholders for approval at a Shareholder meeting.

Further Capital

Recommendation 8.4: “If seeking additional equity capital, an issuer should offer further equity securities to existing

shareholders of the same class on a pro rata basis, and on no less favourable terms, before further equity securities are offered to

other investors.”

If the Company seeks additional equity capital, the Board will ensure it considers the interests of existing shareholders and,

where that is reasonable and in the best interests of the Company, permit shareholders to participate on a pro-rata basis.

Notice of Annual Shareholders meeting

Recommendation 8.5: “The Board should ensure that the annual shareholders notice of meeting is posted on the issuer’s

website as soon as possible and at least 20 working days prior to the meeting.”

Briscoe Group posts any notices of Shareholder meetings on its website as soon as these are available. The general practice is to

make these available not less than four weeks prior to the Shareholder meeting unless extraordinary circumstances apply which

means this is not possible.

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General
Disclosures

Board of Directors

Dame Rosanne Meo, DNZM, OBE, BA, Dip BIA: Chairman (Non-Executive)

Director of AMP Administration (NZ) Ltd and Rosanne Meo Consulting. Chartered Fellow of Institute of Directors.

Rod Duke, CNZM: Group Managing Director and Deputy Chairman

Group Managing Director since 1991. Director of Kein Geld (NZ) Limited, RA Duke Limited, Briscoe Share Plan Trustee Limited,

Kein Geld Westgate Limited and RD Golf Investments Limited.

Tony Batterton, BCom, C.A: Director (Non-Executive)

Partner and Director of Evergreen Partners Ltd and related entities. Non-Executive Director of Scales Corporation Limited, Direct

Capital IV Management Ltd and related entities, NZ Fine Tours Holdings Limited and Siplow Nominees Ltd.

Andy Coupe, LLB: Director (Non-Executive)

Chairman of Kingfish Ltd, Barramundi Ltd and Marlin Global Ltd. Chartered Fellow of Institute of Directors.

Mark Callaghan, BCA (Hons): Director (Non-Executive)

Director of Tasti Products Limited, Hepstone Ltd, and Callaghan & Associates Ltd. Member of Institute of Directors.


Subsidiary Companies

No employee of the Group appointed as a Director of Briscoe Group Limited or its subsidiaries receives or retains any

remuneration or other benefits in their capacity as a Director.

The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the year

ended 26 January 2025, are included in the relevant bandings for remuneration disclosed as part of the “Remuneration” section

of the Corporate Governance Statement included in this Annual Report (page 99).

The persons who held office as Directors of subsidiary companies at 26 January 2025 are as follows:

Briscoes (New Zealand) Limited

Rod Duke, Geoff Scowcroft

The Sports Authority Limited

Rod Duke, Geoff Scowcroft

Rebel Sport Limited

Rod Duke

Living & Giving Limited

Rod Duke


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Principal Activities of the Group
Briscoe Group Limited is a non-trading holding company but provides management services to its subsidiaries.

The principal trading subsidiaries are Briscoes (New Zealand) Limited, a specialist homeware retailer selling leading branded products,

and The Sports Authority Limited, (trading as Rebel Sport), New Zealand’s largest retailer of most leading brands of sporting goods.

The subsidiaries are 100% owned by Briscoe Group Limited.

During the period there were no changes to the nature of Briscoe Group Limited’s business or that of its subsidiaries. There were also

no changes to company structure.

Directors

A. Shareholdings

Beneficially Held

As at 14 March 2025

Number of shares

RAB Coupe

10,000

HJM Callaghan

10,000

Non-Beneficially Held


As at 14 March 2025

Number of shares

RA Duke as Trustee of the RA Duke Trust171,566,383

RPO’L Meo

100,000

AD Batterton

30,000

For further details refer to Substantial Product Holders information (page 107).

B. Share dealings

During the 52-week period ended 26 January 2025 the following directors acquired shares in the Company:

DirectorDate of transactionNumber of shares acquiredConsideration

AD Batterton

14 – 19 March 202410,000$46,290

HJM Callaghan

7 May 202410,000$44,500

There were no other changes to Directors’ interests in Briscoe Group Limited during the period.

C. Directors’ Insurance

As provided by the Group’s Constitution and in accordance with Section 162 of the Companies Act 1993 the Group has arranged

Directors’ and Officers’ Liability Insurance which ensures Directors will incur no monetary loss as a result of actions undertaken by them

as Directors provided they act within the law.


D. Interests in contracts

During the 52-week period ended 26 January 2025 the following Directors have declared pursuant to Section 140 (1) of the

Companies Act 1993 that they be regarded as having an interest in the following transactions:


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

rental payments of $732,500 (2024: $722,897) from the Group, under an agreement to lease premises to The Sports

Authority Limited, trading as Rebel Sport. (Refer to Note 6.1.1 of the financial statements).


Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2024: $600,634), as

owner of the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises to Briscoes (NZ)

Limited. (Refer to Note 6.1.1 of the financial statements).

Briscoe Group Limited Annual Report 2025 | General Disclosures

106


Kein Geld Westgate Limited, an entity associated with RA Duke forms part of an unincorporated joint venture known as

Westgate Lifestyle Centre Joint Venture. The joint venture owns Westgate Lifestyle Shopping Centre at Westgate, Auckland,

which includes the Briscoes Homeware and Rebel Sport premises. Rental payments of $565,144 (2024: $423,858) were

received under an agreement to lease premises to Briscoes (NZ) Limited. The joint venture also received rental payments of

$301,253 (2024: $225,939) under an agreement to lease premises to The Sports Authority Limited, trading as Rebel Sport.

(Refer to Note 6.1.1 of the financial statements).

E. Directors’ and Officers’ use of Company Information

During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use of Company

information.

Shareholders Information

Holding Range at 14 March 2025

No. InvestorsTotal Holdings%

1 – 1000

1,182716,6440.32

1,001 – 5,000

1,689 4,727,2512.12

5,001 – 10,000

5764,455,2682.00

10,001 – 100,000

49812,157,3725.46

100,001 and over

33200,733,47790.10

Total

3,978 222,790,012100%

Substantial Product Holders

The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at 26 January 2025, details

of the Substantial Product Holders in the company and their relevant interests in the company’s shares are as follows:

Substantial Product Holder

Holding as at

26 January 2025

1

R A Duke

2

171,566,383

1.

This information reflects the company’s records and disclosures made under section 280(1)

(b) of the Financial Markets Conduct Act 2013.

2. R A Duke has a relevant interest as a trustee of the R A Duke Trust which was disclosed in

the SSH notice dated 13 October 2016, in respect of 170,081,138 ordinary shares. As at 26

January 2025 this interest was in respect of 171,566,383 ordinary shares.




The total number of ordinary shares on issue (being all of the voting shares of the company) as at 26 January 2025 was

222,790,012.

Briscoe Group Limited Annual Report 2025 | General Disclosures

107

To p 2 0
Shareholders

As at 14 March 2025

RankHolder’s Name*Total%

1

JB Were (NZ) Nominees Limited **

173,705,78477.97

2=

Gerald Harvey

5,250,0002.36

2=

Harvey Norman Properties (NZ) Ltd

5,250,0002.36

4

Accident Compensation Corporation2,875,3101.29

5

Custodial Services Limited2,111,9180.95

6=

Alaister John Wall, Beverley Ann Wall and Benedict Dougles Tauber as

Trustees of Tunusa Trust established for the benefit of the family of AJ

and BA Wall

1,000,0000.45

6=

Stuart Hamilton Johnstone and Lorraine Rose Johnstone

1,000,0000.45

8

HSBC Nominees (New Zealand) Limited

993,9510.45

9

New Zealand Depository Nominee

930,6170.42

10

Forsyth Barr Custodians Limited922,3390.41

11

Manhattan Trustee Limited683,0000.31

12

FNZ Custodians Limited552,4720.25

13

Peter William Burilin540,8390.24

14

Shu Wen Chiang534,8610.24

15

Gemscott Limited335,0000.15

16

Geoffrey Peter Scowcroft307,8090.14

17

Shih Ting Huang306,7190.14

18

Bnp Paribas Nominees NZ Limited Bpss40267,4850.12

19

Nzx Wt Nominees Limited266,5570.12

20

Elizabeth Beatty Benjamin & Michael Murray Benjamin220,0000.10

* A number of the registered holders listed below hold shares as nominees for, or on behalf of, other parties.

** Includes 171,566,383 shares in relation to holdings associated with R A Duke.

Briscoe Group Limited Annual Report 2025 | Top 20 Shareholders108

Directors
Dame Rosanne PO’L Meo (Chairman)

Rodney A. Duke

Anthony (Tony) D. Batterton

Richard A. (Andy) Coupe

Hugh J. M. (Mark) Callaghan

Registered Office

1 Taylors Road

Morningside

Auckland 1025

New Zealand

Telephone +64 9 815 3737

Postal Address

PO Box 884

Auckland Mail Centre

Auckland

New Zealand


Websites

www.briscoegroup.co.nz

www.briscoes.co.nz

www.rebelsport.co.nz

Solicitors

Simpson Grierson

Bankers

Bank of New Zealand

Auditors

PwC

Share Registrar

MUFG Corporate Markets

Level 30

PWC Tower

15 Customs St West

Auckland 1010

New Zealand

Telephone +64 9 375 5998

Directory

Briscoe Group Limited Annual Report 2025 | Directory109

Notes

Notes

briscoegroup.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.