Annual Report
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
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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.