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General Capital Releases 2025 Annual Report

Annual Report26 June 2025GENFinancials

General Capital Limited
Level 8, General Capital House,

115 Queen Street, Auckland CBD

PO Box 1314, Shortland Street,

Auckland, New Zealand. 1140.

Phone +64 9 304 0145




General Capital Releases 2025 Annual Report

General Capital, the NZX listed Financial Services Group, has today released its Annual Report

for the year ended 31 March 2025.

A copy of the Annual Report is also available on the Company’s website at:

www.gencap.co.nz/financial-reports.

The Directors of General Capital Limited are pleased to present another record result for the year

ended 31 March 2025.


The consolidated revenue was 32% higher than the previous year, increasing to $22,632,150

and Net Profit After Tax was up 7% with a solid result of $2,805,800 for the year ended 31 March

2025. Consistent with the prior year, these results represent sound performance for the Group

with year on year growth and achieving another record year of financial performance since listing

in 2018.


The Group maintained a strong balance sheet with total assets increasing by a further 34% since

March 2024, demonstrating the Company’s ability to manage its capital during a challenging

economic environment. Subsidiary Company General Finance Limited has also maintained its

credit rating of BB which was reaffirmed by Equifax on 10 December 2024.


General Capital declared a final dividend of 0.0043 cents per share to supplement the half year

dividend of 0.0055, bringing the total dividends per share for FY25 to 0.0098. This milestone

reflects the Group’s strong financial performance and commitment to delivering shareholder

value. The dividend aligns with the policy introduced at the last Annual Shareholder Meeting in

July 2024 and underscores the Board’s confidence in the Group’s growth trajectory and financial

resilience.


This announcement was approved by the Directors of General Capital Limited.


ENDS


For further information contact:


Brent King

Managing Director

General Capital Limited

+64 21 632 660

Brent.King@gencap.co.nz


26 June 2025

---

ANNUAL
REPORT

FOR THE

YEAR ENDED

31 MARCH 2025

GENERAL CAPITAL LIMITED
ANNUAL REPORT

FOR THE YEAR ENDED

31 MARCH 2025

CONTENTS
01

DIRECTORS’ PROFILES 02

02

GENERAL FINANCE DIRECTORS & EXECUTIVE 03

03

DIRECTORS’ REPORT 04

04

CORPORATE GOVERNANCE STATEMENT 14

05

INDEPENDENT AUDITORS’ REPORT 24

06

CONSOLIDATED FINANCIAL STATEMENTS 30

Consolidated Statement of Comprehensive Income 32

Consolidated Statement of Financial Position 33

Consolidated Statement of Changes in Equity 34

Consolidated Statement of Cashflows 35

Notes to the Consolidated Financial Statements 36

07

SHAREHOLDER & STATUATORY INFORMATION 73

08

CORPORATE DIRECTORY 80

ANNUAL REPORT 2025

|

01

01
DIRECTORS’

PROFILES

REWI BUGO

B.Sc., M.Com

Non‑Executive

Chairman

Rewi Bugo has been a Non-

Executive Director of General

Capital Limited since 13 June

2017 and was elected Chairman

of the Board of Directors

following the acquisition of

Corporate Holdings Limited

in August 2018. Mr Bugo is

a graduate of the University

of Canterbury, Christchurch,

where he obtained Master of

Commerce degree in Business

Administration. He has business

experience in several sectors

including property development,

oil and gas services, automotive

importing and distribution,

insurance broking and tourism.

Mr Bugo sits on the Board of

private and public companies

in Malaysia and New Zealand,

is a Trustee of World Wildlife

Fund Malaysia and a passionate

supporter of the Tourette’s

Association of New Zealand.

GREGORY JAMES

MCom (Hons), CA

Non‑Executive

Independent Director

Greg James is a Senior Partner

of Taxation and Mergers and

Acquisitions at Findex, New

Zealand’s 5th largest accounting

firm. Greg has over 30 years of

tax structuring and consulting

experience and is a member

of Chartered Accountants

Australia and New Zealand. Prior

to joining Findex, Greg worked

for PricewaterhouseCoopers,

including spending 8 years

working in Hong Kong and New

York. During his career, Greg has

worked with numerous listed

and newly listed companies

and has extensive experience

sourcing equity and debt funding

for clients. Greg has a strong

interest in cricket and is currently

a Director of Parnell Cricket Club

and is on the board of Remuera

Parnell Sports Community

Charitable Trust. He is also a

member of China ASEAN and

is a Director of a number of its

group companies.

ANITA KILLEEN

LLB

Non‑Executive

Independent Director

Anita Killeen is a Financial

Services Barrister at Quay

Chambers in Auckland. She has

decision-making experience at

board, executive and statutory

levels and has specialist expertise

in Commercial Mediation. At a

governance level she provides

expertise in audit, risk, regulation

and compliance. Anita also has

certification from MIT Sloan

School of Management in

Cybersecurity Governance for

the Board of Directors. She is the

former Chief Prosecutor of the

Serious Fraud Office and holds

governance roles in the legal,

financial, NZX, local and central

government sectors. Her current

roles include Director of General

Capital Ltd, Director of Public

Trust, Deputy Chair of Ngāi Tai ki

Tāmaki Commercial Investment

Board, Deputy Chair of NetSafe

NZ and Director of UNICEF NZ.

Her previous roles include having

served as Chair of the Auckland

Regional Amenities Funding

Board, Chair of Fertility NZ,

Director of SPCA Auckland and

Domain Name Commission.

BRENT KING

BCom, CA

Managing

Director

Brent King has been the

Managing Director of General

Capital Limited and its

subsidiaries since 3 August

2018. Prior to that date, Mr

King was a Non-Executive

Director since 30 September

2011. He was also the founder

and Managing Director of

the Dorchester Group of

Companies for 17 years until he

resigned in 2005. He holds a

number of public and private

directorships. He has more

than 25 years’ experience in

financial, investment banking,

underwriting, capital raising

and accounting areas and has

assisted a number of public

and private companies

02 | GENERAL CAPITAL

DONALD HATTAWAY
CA, ACG

General Finance Limited Chairman

& Non‑Executive Independent

Director

Don is a member of Chartered

Accountants Australia and New

Zealand (CAANZ) and practised

as a Chartered Accountant

in public practice from 1980

until April 2023. He retired as a

Partner in Price Waterhouse in

1996 and specialised in acting

for small or medium sized

enterprise businesses since then

often fulfilling the role of finance

director for those companies.

Don was the Chairman of listed

banking software technology

company Finzsoft Solutions Ltd.

Don is a previous Chairman of

the Board of Directors of the

Auckland Cricket Association.

He has held a previous public

company directorship with

Cooks Coffee Company Ltd

(previously known as Cooks

Global Foods Ltd) as well as

directorships with a number

of private companies.

GREGORY PEARCE

BCom.

General Finance Limited

Non‑Executive Independent

Director

Greg is a lending and credit

specialist having held roles

with large companies (Telecom

and Air New Zealand) and a

senior role with Dorchester

Finance Limited being General

Manager Lending and Credit.

He subsequently consulted

to receivers in relation to loan

recoveries and in 2017 joined

General Finance as Executive

Director Lending and Credit.

He retired from this role in 2020

and has continued with the

company as an independent

Non-Executive Director.

GEOFF SINCLAIR

B.Com., NZIMDipMgt

General Finance Limited

Non‑Executive Independent

Director

Geoff is a founding Director/

Shareholder of Blackbird

Finance Limited a specialist

trade/asset finance lender to

the wholesale motor vehicle

industry. He also sits on the

board of Japanese owned

Autobridge Limited and has held

a number of senior roles within

the finance sector. After starting

in investment banking/finance

in the late 90’s with Bankers

Trust in London, the majority

of Geoff’s focus has been in

and around the motor vehicle

industry; where he has extensive

experience in import, wholesale,

retail finance, and operations.

Geoff specialises in start-ups

and building on existing business

operations, broad experience

including governance, general

management, marketing,

strategic planning, product

development, lending,

compliance, and credit control.

VIK SINGH

B.Com, Post Grad Dip

Professional Accounting, CA

Chief Financial Officer

Vik joined General Capital in May

2025 as Chief Financial Officer.

Vik is a Chartered Accountant

with extensive global financial

services experience across

New Zealand, Australia and

in the United Kingdom. Vik

commenced his career in

professional services and worked

for Deloitte before migrating to

London. During his seven year

tenure in London, Vik worked

in senior finance roles at HSBC,

global investment management

group M&G Plc, and funds

management group Jupiter.

Prior to joining General Capital,

Vik was a Director in PwC NZ’s

management consulting division

and previously Group Financial

Controller for investment

banking group Jarden.

02

GENERAL

FINANCE

DIRECTORS

& EXECUTIVE

ANNUAL REPORT 2025GENERAL FINANCE DIRECTORS & EXECUTIVE

|

03

03
DIRECTORS’

REPORT

04 | GENERAL CAPITAL

ANNUAL REPORT 2025DIRECTORS’ REPORT
|

05

Net Profit After Tax
(NPAT) for the

General Capital Group was

$2,805,800

for the year ended

31 March 2025.

06 | GENERAL CAPITAL

Financial Performance
YEAR ENDED

31 MAR 2025

YEAR ENDED

31 MAR 2024VARIANCE% CHANGE

REVENUE$22,632,150$17,171,443$5,460,707

+32%

NET PROFIT / (LOSS) AFTER TAX$2,805,800$2,633,161$172,639

+7%

EARNINGS / (LOSS) PER SHARE*3.09 cps2.90 cps0.19 cps

+6%

YEAR ENDED

31 MAR 2025

YEAR ENDED

31 MAR 2024VARIANCE% CHANGE

TOTAL ASSETS$218,184,368$163,330,631$54,853,737

+34%

TOTAL LIABILITIES$188,943,206$136,519,214$52,423,992

+38%

TOTAL EQUITY$29,241,162$26,811,417$2,429,745

+9%

NET TANGIBLE ASSETS (NTA)

PER SHARE*

26.42 cps6.65 cps19.77 cps

+297%

NET ASSETS (NA)

PER SHARE**,***

31.84 cps7.37 cps24.47 cps

+332%

* Calculated as Net Profit after income tax expense divided by the weighted average number of ordinary shares. The prior year comparative has been restated to reflect the share

consolidation impacting the weighted average number of shares.

* Calculated as Net Assets less deferred tax , goodwill and other intangible assets divided by the total shares on issue as at balance date.

** Calculated as Net Assets divided by the total shares on issue as at balance date.

*** On 2 August 2024, General Capital executed a 1-for-4 share consolidation, reducing the total number of shares on issue. On 14 March 2025, 935,039 shares were issued in

accordance with the General Capital Staff Share Scheme and for Director Fee’s. This resulted in 91,828,852 total shares on issue at 31 March 2025. If the prior comparable period of

31 Mar 2024 were adjusted for the share consolidation, the NTA per share and NA per share would be 26.58 cps and 29.50 cps respectively.

The Directors of General Capital Limited are pleased to present

another record result for the year ended 31 March 2025.

The consolidated revenue for the Group was 32% higher than the

previous year, increasing to $22,632,150 and Net Profit After Tax was

up 7% with a solid result of $2,805,800 for the year ended 31 March

2025. Consistent with the prior year, these results represent sound

performance for the Group with year on year growth and achieving

another record year of financial performance since General Capital

was listed in 2018.

The Group maintained a strong balance sheet with total assets

increasing by a further 34% since March 2024, demonstrating the

Group’s ability to manage its capital during a challenging economic

environment.

Subsidiary Company General Finance Limited has also maintained

its credit rating of BB which was reaffirmed by Equifax on

10 December 2024.

ANNUAL REPORT 2025DIRECTORS’ REPORT

|

07

Performance
General Finance Limited (GFL), a licensed non-bank deposit taker

and wholly owned subsidiary of General Capital, delivered a solid

financial result for the year ended 31 March 2025, achieving a 20%

increase in net revenue, and a 11% rise in Net Profit After Tax (NPAT).

These results reflect management’s dedication to operational

efficiency, effective cost management and focus on strategic outlook

during challenging economic conditions.

GFL has experienced significant growth in term deposits which rose

37% during the financial year, contributing to the Group’s healthy

asset growth. GFL also expanded its geographical reach beyond

Auckland, with notable growth in non-Auckland regions and greater

demographic diversity in its investor base.

Total loans rose by 10% during the year as GFL’s management

adopted a conservative lending strategy, balancing asset growth with

a focus on liquidity. This approach was particularly prudent in the

face of New Zealand’s challenging economic environment in 2025,

aiming to protect the Group’s financial health while ensuring long-

term stability.

GFL acquired Bridges Financial Services Limited (BFSL), an

insurance premium funding business which has complemented the

growth of the Group. Management see great potential in further

expanding BFSL to leverage market opportunities to continue the

growth of the Group.

GFL’s performance has positively contributed to General Capital’s

growth in revenue and profitability, affirming the Group’s strategic

direction and highlighting its resilience in navigating market

challenges.

Dividend Announcement

The Directors are pleased to announce that General Capital Limited

declared a final dividend of 0.0043 cents per share to supplement

the half year dividend of 0.0055, bringing the total dividends per

share for FY25 to 0.0098. This milestone reflects the Group’s strong

financial performance and commitment to delivering shareholder

value. The dividend aligns with the policy introduced at the last

Annual Shareholder Meeting in July 2024 and underscores the

Board’s confidence in the Group’s growth trajectory and financial

resilience.

General Finance Credit Rating

GFL holds a credit rating from Equifax Australasia Credit Rating Pty

Ltd (“Equifax”), which ranges from AAA to C (excluding ratings for

entities in default). GFL has successfully maintained its BB rating with

a Stable Outlook throughout the period. Under Equifax’s standards,

this “Near Prime” rating indicates a low to moderate risk level. GFL is

pleased to retain this rating, which stands as a strong endorsement of

its stability and performance.

Directors

Ms. Megan Glen has resigned as a non-executive independent

director, effective 31 March 2025, and the Board thanks her for her

service during her tenure.

08 | GENERAL CAPITAL

FY25
FY24

FY23

FY22

FY21

FY20

13.5

24.3

29.2

9.4

9.5

26.8

FY25

FY24

FY23

FY22

FY21

FY20

89.4

111.8

188.9

41.8

58.6

136.5

FY25

FY24

FY23

FY22

FY21

FY20

102.9

136.1

218.2

51.2

68.2

163.3

General Capital Consolidated Balance Sheet

Equity ($mil)

Total Liabilities ($mil)

Total Assets ($mil)

ANNUAL REPORT 2025DIRECTORS’ REPORT

|

09

0.19
0.12

1.89

3.34

3.59

3.94

($mil)

-

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

FY20 FY21 FY22 FY23 FY24 FY25

General Capital Consolidated Profit Before Tax

General Finance Limited at a Glance Year Ended 31 March 2025

20%

REVENUE

INCREASED BY

11%

NPAT

ROSE BY

37%

TERM DEPOSITS

GREW BY

10%

TOTAL LOANS

INCREASED BY

10 | GENERAL CAPITAL

0.19
0.12

1.89

3.34

3.59

3.94

($mil)

-

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

FY20 FY21 FY22 FY23 FY24 FY25

Summary

The Group achieved good results for the year ended 31 March 2025

given the current challenging economy, with a 32% increase in

revenue and a 7% rise in net profit after tax. Total assets grew by 34%

since 31 March 2024, driven by a solid performance from GFL, which

saw significant growth in term deposits and good growth in loans

while maintaining a conservative lending strategy. Wholly owned

subsidiary GFL acquired BFSL during the financial year, which has

strengthened our presence in Waikato and broadens our product

offerings.

In line with General Capital’s commitment to delivering shareholder

value, the Board is pleased to announce a final dividend of 0.0043

cents per share, supplementing the half year dividend of 0.0055,

which brings the total dividends per share for the financial year

to 0.0098. This milestone reflects our confidence in the Group’s

financial resilience and growth trajectory, as well as our dedication

to rewarding shareholders.

The Group remains focused on navigating regulatory changes

under the Deposit Takers Act 2023 and sustaining strong financial

performance. The Directors thank our shareholders, investors, and

staff for their continued support.

Acknowledgments

We would like to express our gratitude to our shareholders,

customers, and employees for their continued support and

confidence in General Capital Ltd. We also extend our appreciation

to our fellow Directors and management team for their dedication

and hard work.

Rewi Hamid Bugo — Chairman

Brent Douglas King — Managing Director

ANNUAL REPORT 2025DIRECTORS’ REPORT

|

11

EVENT
PHOTOS

12 | GENERAL CAPITAL

ANNUAL REPORT 2025DIRECTORS’ REPORT
|

13

04
CORPORATE

GOVERNANCE

STATEMENT

14 | GENERAL CAPITAL

ANNUAL REPORT 2025CORPORATE GOVERNANCE STATEMENT
|

15

The Board of Directors (“Board”) and management of General
Capital Limited (“the Company”) are committed to ensuring that

the Company adheres to best practice governance principles

where practical and maintains the highest ethical standards. The

Board regularly reviews and assesses the Company’s governance

structures to ensure, where practical, that they are consistent, both

in form and in substance, with best practice.

Key governance documents that have been adopted by the Company

are published on the Company’s website at www.gencap.co.nz/

corporate-governance.

The Board framework and governance practices for the year ended

31 March 2025 was largely compliant with the requirements of the

NZX Code. The Governance Code contains eight (8) principles and

various recommendations for each principle. The Board has reported

on the Company’s compliance with each of the recommendations

which are included below.

The Board is reporting against the revised NZX Corporate Governance

Code dated 31 January 2025 and the NZX Corporate Governance

Code can be found on the NZX website at: www.nzx.com/regulation/

nzx-rules-guidance/corporate-governance-code.

Principle 1 —

Ethical Standards

“ Directors should set high standards of ethical behaviour,

model this behaviour and hold management accountable for

these standards being followed throughout the organisation.”

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).

The code of ethics and where to find it should be communicated

to the issuer’s employees. Training should be provided regularly.

The standards may be contained in a single policy document or

more than one policy.

The code of ethics should outline internal reporting procedures for

any breach of ethics, and describe the issuer’s expectations about

behaviour, namely that every director and employee:

(a) acts honestly and with personal integrity in all actions;

(b) declares conflicts of interest and proactively advises of any

potential conflicts;

(c) undertakes proper receipt and use of corporate information,

assets and property;

(d) in the case of directors, gives proper attention to the matters

before them;

(e) acts honestly and in the best interests of the issuer,

shareholders and stakeholders and as required by law;

(f) adheres to any procedures around giving and receiving gifts

(for example, where gifts are given that are of value in order to

influence employees and directors, such gifts should not be

accepted);

(g) adheres to any procedures about whistle blowing (for example,

where actions of a whistle blower have complied with the

issuer’s procedures, an issuer should protect and support them,

whether or not action is taken); and

(h) manages breaches of the code

Compliance with recommendation during the year ended

31 March 2025:

The Board has a strong belief that ethical behaviour is paramount

to good corporate governance and underpins the reputation of the

Company. As such, the ethical principles that were applied by the

Board (and required of Management and employees) were in line

with the recommendations above.

The Group’s code of ethics complies with the recommendation in full.

Employees are required to read the code of ethics. The code of ethics

has been published on the Company’s website at

www.gencap.co.nz/corporate-governance.

RECOMMENDATION 1.2

An issuer should have a financial product dealing policy which

extends to employees and directors.

Compliance with recommendation during the year ended

31 March 2025:

The Board has a financial products trading policy in place for

employees and directors. This policy requires prior approval of all

transactions in General Capital Limited quoted securities and other

restricted securities, specifies blackout periods for trading and

defines prohibited trading.

The financial products trading policy is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

Principle 2 –

Board Composition

& Performance

“ To ensure an effective board, there should be a balance

of independence, skills, knowledge, experience and

perspectives.”

Board Composition

Board members who have a wide range of business, technical

and financial background lead the Company. In November 2021

the Board adopted a board skills matrix to assist in maintaining a

balance ensuring it has a balance of independence, skills, knowledge,

experience and perspectives. The Board believes it complies with the

recommendation.

The Board is responsible and accountable to shareholders and other

stakeholders for the Company’s performance and its compliance with

applicable laws and standards.

Directors

As at 31 March 2025 the Board of Directors comprised five Directors,

three of which are Non Executive Directors (Rewi Hamid Bugo

(Chairman), Gregory Stephen James, Megan Dominique Glen and

Anita Maria Killeen) and one Executive Director (Brent Douglas King).

Gregory Stephen James and Anita Maria Killeen are Independent

Directors of the Company.

Gregory Stephen James was appointed as a Director effective from

28 September 2022. The Board determined that there were no

particular circumstances that would materially interfere with his

ability to exercise independent judgement and he was assessed as an

independent Director of the Company.

16 | GENERAL CAPITAL

Anita Maria Killeen was appointed as a Director effective from
1 February 2024. The Board determined that there were no particular

circumstances that would materially interfere with her ability to

exercise independent judgement and she was assessed as an

independent Director of the Company.

By virtue of the extent of his significant product holding, Rewi Hamid

Bugo has not been assessed as an Independent Director of the

Company due to shares held directly or indirectly in the Company.

As an executive and due to his significant product holding in the

Company, Brent Douglas King has also been assessed as a Non-

Independent Director of the Company.

Refer to the Directors’ Profiles section of this Annual Report for further

details.

Paul William Zingel resigned as Independent Director with effect from

31 October 2024.

Megan Dominique Glen resigned as a Non-Independent Director

with effect from 31 March 2025.

Board and Committee Meetings

The Company’s Board meetings are conducted in accordance with

proper process. This enables the Board to peruse any board papers

and review any issues to be deliberated at the Board meeting to

enable Directors to make informed decisions. A total of seven Board

Meetings were held during the financial year under review. The Audit

Committee met five times. Board and Audit Committee attendance

has been recorded as follows:

Board

Members

BoardAudit

Committee

Rewi Hamid Bugo (Chairman)75

Brent Douglas King7N/A

Paul William Zingel43

Gregory Stephen James75

Megan Dominique Glen6N/A

Anita Maria Killeen62

Anita Killeen was appointed to the Audit Committee in October 2024.

The Board also met whenever necessary to deal with specific matters

needing attention between scheduled meetings.

The gender balance of the Group’s Directors and officers was as

follows:

as at 31 March 2025as at 31 March 2024

DirectorsOfficers*DirectorsOfficers*

Female2121

Male3243

Total5364

*Officers excludes any Directors of the Company.

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.

Compliance with recommendation during the year ended

31 March 2025:

The Board has had in place throughout the year a written Board

Charter which sets out the roles and responsibilities of the Board and

management and complies with the recommendation in full.

The Board Charter has been published on the Company’s website at

www.gencap.co.nz/corporate-governance.

RECOMMENDATION 2.2

Every issuer should have a procedure for the nomination and

appointment of directors to the board.

Compliance with recommendation during the year ended 31

March 2025:

The Company’s nomination procedure is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

The Board follows the requirements of the NZX Rules as well as

the commentary in the NZX Corporate Governance Code and the

requirements of its nomination procedure. In November 2021 the

Board also adopted a board skills matrix to assist when selecting

new Directors.

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly

appointed director establishing the terms of their appointment.

Compliance with recommendation during the year ended

31 March 2025:

The Company’s nomination procedure sets out the form of

agreement to be used. The Company’s Board Policies and

Procedures document is published on the Company’s website at

www.gencap.co.nz/corporate-governance. Written agreements

have been entered into in accordance with the procedure with all

Directors appointed during the year.

RECOMMENDATION 2.4

Every issuer should disclose information about each director in its

annual report or on its website, including:

(a) a profile of experience, length of service, and ownership

interests.

(b) the director attendance at board meetings; and

(c) the board’s assessment of the director’s independence,

including a description as to why the board has determined the

director to be independent if one of the factors listed in table 2.4

applies to the director, along with a description of the interest,

relationship or position that triggers the application of the

relevant factor.

Compliance with recommendation during the year ended

31 March 2025:

All of the information detailed in the recommendation is included

in the Annual Report and can be found in the Directors Profiles,

Corporate Governance Statement (Principle 2) and Shareholder

and Statutory Information sections.

ANNUAL REPORT 2025CORPORATE GOVERNANCE STATEMENT | 17

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.

An issuer within the S&P/NZX 20 Index at the commencement of its

reporting period should have a measurable objective for achieving

gender diversity in relation to the composition of its board, that is

to have not less than 30% of its directors being male and not less

than 30% of its directors being female, within a specified period.

An issuer should disclose its diversity policy or a summary of it.

Compliance with recommendation during the year ended

31 March 2025:

The Board recognises the wide-ranging benefits that diversity brings

to an organisation.

The Company’s diversity policy is included in the Company’s Board

Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

The Board has set gender diversity targets to have a minimum of 30%

female Directors and 30% female management.

The gender composition of the Company’s Directors and officers is

included above. As at 31 March 2025 40% of Directors and 33% of

Management are female.

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current

on how to best perform their duties as directors of an issuer.

Compliance with recommendation during the year ended

31 March 2025:

The Company’s Board understands their obligations as Directors

of a publicly listed Company and undertake training when necessary

to remain current on how to best perform their duties. In November

2021 the Board adopted a Board skills matrix to assess training and

development needs and have reviewed this during the year to

31 March 2025.

RECOMMENDATION 2.7

The board should have a procedure to regularly assess director,

board and committee performance.

Compliance with recommendation during the year ended

31 March 2025:

Director and Board performance is considered crucial to the success

of the Group. The Board has a procedure for assessing Director,

Board and committee performance which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 2.8

A majority of the board should be independent directors.

Compliance with recommendation during the year ended

31 March 2025:

As detailed in the Board Composition section above as at 31 March

2025, two of the five Directors have been identified as Independent

Directors of the Company. Of the 3 remaining Directors, 2 are Non-

Executive Directors.

The Board continues to assess the Board composition following

the resignation of Megan Glen on 31 March 2025 leaving two

Independent and two Non-Independent Directors.

The Board consider that the composition of the Board during

the financial year ended 31 March 2025 was satisfactory to make

decisions in the best interests of the entity and its shareholders. In

addition to this, the Board charter provides the opportunity for Non-

Executive Directors to regularly confer without Executive Directors

or other senior executives present. Any Directors who are conflicted

on certain matters are unable to participate in the decisions made in

relation to those matters.

RECOMMENDATION 2.9

An issuer should have an independent chair of the board.

Compliance with recommendation during the year ended

31 March 2025:

The Chair of the Board, Rewi Hamid Bugo, has been assessed as

a non-independent director. Whilst this does not meet the Code

recommendation, the Board believes that the current Chair continues

to contribute to a culture of openness and constructive challenge

that allows for diversity of views to be considered by the Board.

RECOMMENDATION 2.10

The chair and the CEO should be different people.

Compliance with recommendation during the year ended

31 March 2025:

The Chair and the CEO roles were held by different individuals.

Principle 3 –

Board Committees

“ The board should use committees where this will enhance

its effectiveness in key areas, while still retaining board

responsibility.”

RECOMMENDATION 3.1

An issuer’s audit committee should operate under a written

charter. Membership on the audit committee should be majority

independent and comprise solely of non‑executive directors of the

issuer. The chair of the audit committee should be an independent

director and not the chair of the board.

Compliance with recommendation during the year ended

31 March 2025:

General Capital Limited has an Audit Committee which as at

31 March 2025 comprised the following Non-Executive Directors.

Gregory Stephen James (Chair of the Audit Committee, Independent

Director)

Anita Maria Killeen (Independent Director)

Rewi Hamid Bugo (Non-Executive Director)

Paul William Zingel resigned as a Director and Audit Committee

member with effect from 31 October 2024. Anita Maria Killeen was

appointed a committee member in October 2024.

18 | GENERAL CAPITAL

The Audit Committee operates under a written charter and its
responsibilities include the following:

1. Ensuring that processes are in place and monitoring those

processes so that the board is properly and regularly informed

and updated on corporate financial matters;

2. Recommending the appointment and removal of the

independent auditor;

3. Meeting regularly to monitor and review the independent and

internal auditing practices;

4. Having direct communication with and unrestricted access to the

independent auditor and any internal auditors or accountants;

5. Reviewing the financial reports and advising all Directors whether

they comply with the appropriate laws and regulations; and

6. Ensuring that the Key Audit Partner is changed at least every

5 years.

The Audit Committee comprises a majority of Independent Directors

and no Executive Directors. Gregory Stephen James has a financial

background in accordance with the requirements of NZX Listing

Rule 2.13.1.

The Company’s Audit Committee Charter has been published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 3.2

Employees should only attend audit committee meetings at the

invitation of the audit committee.

Compliance with recommendation during the year ended

31 March 2025:

Non-committee members including employees only attend Audit

Committee meetings at the invitation of the Chair of the Audit

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.

Compliance with recommendation during the year ended

31 March 2025:

The Board has a Remuneration Committee. Employees only attended

meetings at the invitation of the Board.

The responsibilities included recommending remuneration packages

for Directors for consideration by shareholders and to approve

Managing Director and senior management remuneration.

A Remuneration Committee was held on the 5th of March 2025 and

the majority of the committee members are Independent Directors.

The Company’s remuneration policy is included in the Company’s

Board Policies and Procedures document and the Remuneration

Charter is published on the Company’s website at www.gencap.

co.nz/corporate-governance.

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) should operate under a written charter. At least

a majority of the nomination committee should be independent

directors.

Compliance with recommendation during the year ended

31 March 2025:

Nomination committee responsibilities were dealt with by the full

Board during the year ended 31 March 2025.

The Company’s nomination procedure is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

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.

Compliance with recommendation during the year ended

31 March 2025:

Given the size and scale of the Company’s business and the

resources available, the Board has not considered it necessary to

have any other Board committees during the year. The Board will

review this periodically.

RECOMMENDATION 3.6

The board should establish appropriate protocols that set out the

procedure to be followed if there is a takeover offer for the issuer

including any communication between insiders and the bidder.

It should disclose the scope of independent advisory reports

to shareholders. These protocols should include the option of

establishing an independent takeover committee, and the likely

composition and implementation of an independent takeover

committee.

Compliance with recommendation during the year ended 31

March 2025:

The Company has a written takeover response procedure approved

by the Board.

ANNUAL REPORT 2025CORPORATE GOVERNANCE STATEMENT | 19

Principle 4 –
Reporting & Disclosure

“ The board should demand integrity in financial and non-

financial reporting, and in the timeliness and balance of

corporate disclosures.”

RECOMMENDATION 4.1

An issuer’s board should have a written continuous disclosure

policy.

Compliance with recommendation during the year ended

31 March 2025:

The Company’s Board is committed to keeping investors and the

market informed of all material information about the Company and

its performance in line with the NZX listing rules and has done so

throughout the period.

The Company’s continuous disclosure policy is included in the

Company’s Board Policies and Procedures document which

is published on the Company’s website at www.gencap.co.nz/

corporate-governance.

RECOMMENDATION 4.2

An issuer should make its code of ethics, board and committee

charters and the policies recommended in the NZX Code, together

with any other key governance documents, available on its website.

Compliance with recommendation during the year ended

31 March 2025:

Key governance documents that have been adopted by the Company

are published on the Company’s website at www.gencap.co.nz/

corporate-governance.

RECOMMENDATION 4.3

Financial reporting should be balanced, clear and objective.

Compliance with recommendation during the year ended

31 March 2025:

The Board is responsible for ensuring that the financial statements

give a true and fair view of the financial position of the Group

and have been prepared using appropriate accounting policies,

consistently applied and supported by reasonable judgements

and estimates and for ensuring all relevant financial reporting and

accounting standards have been followed.

For the financial year ended 31 March 2025, the Directors believe

that proper accounting records have been kept which enable, with

reasonable accuracy, the determination of the financial position of

the Company and the Group and facilitate compliance of the financial

statements with the Financial Reporting Act 2014.

The Managing Director and Chief Financial Officer have confirmed in

writing to the Board that the Company’s financial reports present a

true and fair view in all material aspects.

RECOMMENDATION 4.4

An issuer should provide non-financial disclosure at least annually,

including considering material exposure to 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.

Compliance with recommendation during the year ended

31 March 2025:

Due to its nature and size the Company did not provide non-financial

disclosure during the financial year ended 31 March 2025. The

Company continues to assess how and to what extent it should

report on non-financial information such as environmental, social

and governance matters (ESG) as it grows.

Principle 5 –

Remuneration

“ The remuneration of directors and executives should be

transparent, fair and reasonable.”

RECOMMENDATION 5.1

An issuer should have a remuneration policy for the remuneration

of directors. An issuer should recommend director remuneration

packages to shareholders for approval in a transparent manner.

Actual director remuneration should be clearly disclosed in the

issuer’s annual report.

Compliance with recommendation during the year ended

31 March 2025:

The Company’s remuneration policy which covers Directors is

included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/

corporate-governance.

Actual Director remuneration is disclosed in the Shareholder and

Statutory Information section of this Annual Report.

RECOMMENDATION 5.2

An issuer should have a remuneration policy for remuneration of

executives which outlines the relative weightings of remuneration

components and relevant performance criteria.

Compliance with recommendation during the year ended

31 March 2025:

Remuneration of executives has been determined in line with the

process noted under recommendation 3.3 above and in accordance

with the Company’s remuneration policy.

The Company’s remuneration policy is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

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.

Compliance with recommendation during the year ended

31 March 2025:

Information in relation to the remuneration arrangements in place

for Brent Douglas King (Managing Director) are included in the

Shareholder and Statutory Information section of this Annual Report.

20 | GENERAL CAPITAL

Principle 7 –
Auditors

“ The board should ensure the quality and independence of the

external audit process.”

RECOMMENDATION 7.1

The board should establish a framework for the issuer’s relationship

with its external auditors. This should include procedures:

(a) for sustaining communication with the issuer’s external

auditors;

(b) to ensure that the ability of the external auditors to carry out

their statutory audit role is not impaired or could be reasonably

be perceived to be impaired;

(c) to address what, if any, services (whether by type or level) other

than their statutory audit roles may be provided by the auditors

to the issuer; and

(d) to provide for the monitoring and approval by the issuer’s audit

committee of any service provided by the external auditors to

the issuer other than in their statutory audit role.

Compliance with recommendation during the year ended

31 March 2025:

In accordance with the Company’s Board charter and Audit

Committee charter, the Board in conjunction with the Audit

Committee were responsible for oversight of and communication

with the external auditor and reviewed the quality and cost of the

audit undertaken by the Company’s external auditor. The Board in

conjunction with the Audit Committee also assesses the auditor’s

independence on an annual basis.

For the financial year ended 31 March 2025, Grant Thornton New

Zealand Audit Limited was the external auditor for the Company.

The statutory audit services are fully separated from non-audit

services to ensure that appropriate independence is maintained.

The amount of fees paid for audit and other services is identified in

note 16 in the notes to the consolidated financial statements.

Grant Thornton New Zealand Audit Limited has provided the Board

with written confirmation that, in their view, they were able to operate

independently during the year.

RECOMMENDATION 7.2

The external auditor should attend the issuer’s Annual Meeting to

answer questions from shareholders in relation to the audit.

Compliance with recommendation during the year ended

31 March 2025:

Grant Thornton New Zealand Audit Limited is invited to attend

the annual meeting, and the lead audit partner is expected to be

available to answer questions from shareholders at that meeting.

Grant Thornton New Zealand Audit Limited attended the annual

shareholder meeting.

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.”

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.

Compliance with recommendation during the year ended

31 March 2025:

The Group is committed to proactively managing risk and this has

been the responsibility of the entire Board with the assistance of the

Audit Committee during the period. The Board delegates day to day

management of risks to the Managing Director and the Corporate

Counsel. The executive team and senior management are required to

regularly identify the major risks affecting the business and develop

structures, practices and processes to manage and monitor these

risks and report regularly to the Audit Committee and Board.

The Company’s Risk Management and Compliance framework

has been reviewed and approved by the Board in the year ended

31 March 2025. The Risk Management Programme includes a

Risk Management Plan, Group Risk Register and a Compliance

Obligations Register. The Programme is further supported by a

number of policies focusing on various key risks for the Group

including credit, liquidity, operational and market risk.

The Group also maintains insurance policies that it considers

adequate to meet its insurable risks.

RECOMMENDATION 6.2

An issuer should disclose how it manages its health and safety risks

and should report on its health and safety risks, performance and

management.

Compliance with recommendation during the year ended

31 March 2025:

The Group operates with a small number of employees in a relatively

low health and safety risk office environment. Despite this, the

Board recognises that effective management of health and safety is

essential for the operation of a successful business, and endeavours

to prevent harm and promote wellbeing for employees, contractors

and customers.

The Board is responsible for ensuring that the systems used to

identify and manage health and safety risks are fit for purpose,

being effectively implemented, regularly reviewed and continuously

improved. All new incidents, near misses, or hazards identified are

reported to the Board by the Health and Safety Officer.

ANNUAL REPORT 2025CORPORATE GOVERNANCE STATEMENT | 21

RECOMMENDATION 8.4
If seeking additional equity capital, issuers of quoted equity

securities should offer further equity security holders of the same

class on a pro rata basis and on no less favourable terms, before

further equity securities are offered to other investors.

Compliance with recommendation during the year ended

31 March 2025:

During the year ended 31 March 2025 no capital raising activities

were undertaken.

Should the Directors of the Company seek additional capital raising in

the future they will consider whether the offer will be extended to all

shareholders at that time.

RECOMMENDATION 8.5

The board should ensure that the notices of annual or special

meetings of quoted equity security holders is posted on the

issuer’s website as soon as possible and at least 20 working days

prior to the meeting.

Compliance with recommendation during the year ended

31 March 2025:

The Board encourages shareholder participation in meetings and

understands that shareholders need sufficient time to consider

information prior to meetings. The notice of the 2024 annual meeting

and extraordinary meeting was posted on the Company’s website

more than 20 working days prior to the meeting.

RECOMMENDATION 7.3

Internal audit functions should be disclosed.

Compliance with recommendation during the year ended

31 March 2025:

The Group has internal controls in place including monitoring and

checking that internal controls are operating effectively. Due to

its current size, the Board believes that it was uneconomic and

unnecessary for the Company to have a dedicated internal auditor

role during the period. The Board will regularly review this position.

Principle 8 –

Shareholder Rights & Relations

“ The board should respect the rights of shareholders and

foster constructive relationships with shareholders that

encourage them to engage with the issuer.”

RECOMMENDATION 8.1

An issuer should have a website where investors and interested

shareholders can access financial and operational information and

key corporate governance information about the issuer.

Compliance with recommendation during the year ended

31 March 2025:

Financial statements, NZX announcements and Directors’ profiles

are included on the website at www.gencap.co.nz. Key governance

documents that have been adopted by the Company are published

on the Company’s website at www.gencap.co.nz/corporate-

governance.

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 shareholders the option to receive communications from

the issuer electronically.

Compliance with recommendation during the year ended

31 March 2025:

The Company held a purely physical annual shareholder meeting

in 2024. The Board will continue to assess whether to use a hybrid

meeting format in the future taking into account shareholder

feedback. All shareholders are given the option to receive electronic

communications from the Company.

RECOMMENDATION 8.3

Quoted equity security holders should have the right to vote on

major decisions which may change the nature of the company in

which they are invested in.

Compliance with recommendation during the year ended

31 March 2025:

Shareholders have been given the right to vote on all major decisions

in line with the NZX Rules during the year ended 31 March 2025.

22 | GENERAL CAPITAL

ANNUAL REPORT 2025CORPORATE GOVERNANCE STATEMENT | 23

05
INDEPENDENT

AUDITORS’

REPORT

24 | GENERAL CAPITAL

ANNUAL REPORT 2025INDEPENDENT AUDITORS’ REPORT
|

25

Grant Thornton New Zealand Audit Limited
Level 4, Grant Thornton House

152 Fanshawe Street

Auckland Central

Auckland 1010


T +64 9 308 2570

www.grantthornton.co.nz




Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide

services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and

the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and

its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer

to Grant Thornton New Zealand Limited and its New Zealand related entities.











To the Shareholders of General Capital Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of General Capital Limited (the “Company”) and its controlled

subsidiaries (the “Group ”) on pages 32 to 72 which comprise the consolidated statement of financial position as at 31 March

2025, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cashflows for the year then ended, and notes to the consolidated financial statements, including

material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position

of General Capital Limited as at 31 March 2025, and its consolidated financial performance and consolidated cash flows for

the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)

issued by the New Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International

Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

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

Other than in our capacity as auditor and the provision of other assurance services, we have no relationship with, or interests

in, the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

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

Allowance for impairment losses from loan

receivables

The allowance for impairment losses from loan

receivables to customers amounts to $ 369,227 in the

consolidated financial statements as at 31 March 2025 .

The assessment of the allowance for impairment losses

(expected credit losses) is complex and requires

We have:

• Obtained an understanding of the lending processes and

controls and models used to determine the allowance for

impairment losses from loan receivables, including event

identification, collateral valuation and how management’s

estimates and judgements are determined.

Independent Auditor’s Report


26 | Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd.


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

significant judgement and estimation. Key areas of

judgment included the identification of loans with an

increase in credit risk and assumptions used in the credit

loss model, for both the 12-month and lifetime expected

credit losses.

This was a key audit matter due to the significance of the

judgements and estimates applied in determining the

allowance for impairment losses from loan receivables in

the consolidated financial statements.

The principles for determining the allowance for

impairment losses from loan receivables are described in

Note 4.1 and the review of the allowance for impairment

losses is disclosed in Note 6 of the consolidated financial

statements.

• For a selection of loans issued by the Group , we

inspected the loan agreement and other available

information that formed part of management’s loan

approval process (such as credit scores and security

details), and reviewed management’s approval process

controls, to determine whether loans were appropriately

approved and that the information available supported

any conclusions reached about the expected credit loss

at that point.

• We identified loans for which we believed there may be

indicators of impairment. We considered management’s

conclusions regarding impairment for each of these loans

individually.

• For each significant identified loan with indicators of

impairment, we tested whether there was adequate

security against each loan advanced in order to recover

the outstanding balance. Where provided, we considered

the adequacy of third-party valuations, and also verified

any prior ranking securities to independent sources.

• For the collective provisioning model, we:

(a) Recalculated the provision based on the input

factors identified by management as part of the

expected credit loss methodology; and

(b) Assessed the calculation of the expected credit

losses model against the requirements of NZ IFRS 9

Financial Instruments for the recognition and

measurement of 12-month and lifetime expected

credit losses on financial assets; and

(c) Assessed the judgements made by management

regarding the assumptions used for the expected

credit loss methodology, including challenging the

appropriateness of current and future external

factors.

• We assessed the appropriateness of the Group

disclosures in the consolidated financial statements

against the requirements of the accounting standards.

Impairment assessment of goodwill

The Group is carrying a goodwill balance of $ 3,612, 827

in the consolidated financial statements as at 3 1 March

2025 .

This matter was considered to be a key audit matter as

as:

• annual impairment tests involve complex and

subjective estimation and judgement by

Management on the future performance of the

associated Cash Generating Units (CGU’s ),

discount rates applied to the future cashflow

forecasts and future market and economic

conditions. Change in assumptions and the

methodology applied may have a material impact

on the measurement of the impairment of goodwill.

We have:

• Obtained an understanding of the Group’s internal

controls relevant to the accounting estimates used to

determine the recoverable value of the relevant CGU’s

and assessed for reasonableness.

• Evaluat ed Management’s determination of the

associated CGU’s based on our understanding of the

nature of the Group’s business and the economic

environment in which the Group operates.

• Challenged Management’s assumptions and estimates

used to determine the recoverable value of the

associated CGU’s , including those relating to forecasted

revenue, expenditure and discount rates applied.

Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd. | 27


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

Management has completed the annual impairment test

for each CGU as at 31 March 2025, and t he

measurement of the CGU’s recoverable amount includes

the assessment and calculation of its ‘value-in-use’.

The principles for determining and analysing the

impairment of goodwill is described in Note 4.2 and the

review of the accumulated impairment is disclosed in

Note 1 0 of the consolidated financial statements.

• Evaluat ed the logic of the value-in-use calculations

supporting Management’s annual impairment test and

testing the mathematical accuracy of these calculations.

• Evaluat ed Management’s process regarding the

preparation and review of forecast financial statements

(statement of financial position, statement of

comprehensive income, and cash flow statement),

including comparing forecasts to Board approved

forecasts, and evaluating the historical accuracy of the

Group’s forecasting to actual historical performance.

• Engag ed our own internal valuation experts to evaluate

the logic of the value-in-use calculations and the inputs

to the calculation of the discount rates applied, including

evaluating the key inputs and any underlying

assumptions with a view to identifying Management bias.

• Performed our own sensitivity analyses for reasonably

possible changes in key assumptions, the two main

assumptions being: the discount rate and forecast growth

assumptions.

• Evaluat ed the related disclosures (including the

accounting policies and accounting estimates) around

goodwill, which are included in the Group’s consolidated

financial statements.

Accounting for the acquisition of Bridges Financial

Services Limited

During the financial year ended 31 March 2025, the

Group completed the acquisition of 100% of the shares in

in Bridges Financial Services Limited for a total

consideration of $7,831, 881 million. Management

accounted for the acquisition as a business combination

under NZ IFRS 3 Business Combinations, which required

the identification and measurmenet at fair value of the

acquired identifiable assets and liabilities, as well as the

recognisiton of goodwill.

The purchase price allocation process involved significant

judgement and estimation by management, particularly in

relation to:

- Identification of intangible assets such as

customer relationships;

- Determination of the fair values of acquired

tangible and intangible assets and assumed

liabilities;

- Valuation methodologies and assumptions

applied, including discount rates, useful lives,

and forecasted cash flows;

- Allocation of the total consideration.

Given the materiality of the acquisition, the complexity

involved in applying the acquisition accounting

requirements, and the significant judgements applied by

We have:

• Evaluated the Group’s process for identifying and

assessing the fair value of the acquired assets and

liabilities assumed;

• Assessed the competence, capabilities, and objectivity of

the external valuation experts engaged by management;

• Involved our internal valuation specialists to review the

methodologies and key assumptions used in determining

the fair value of identified intangible assets;

• Assessed the accuracy and relevance of the underlying

data used in the valuation models, including cash flow

forecasts;

• Evaluated the reasonableness of key assumptions used

such as discount rates, growth rates and useful lives;

• Assessed the appropriateness of the accounting treatment

under NZ IFRS 3 and reviewed the disclosures in the

consolidated financial statements related to the acquisition

and the purchase price allocation performed.

We also considered whether the disclosures made in Note 20

of the consolidated financial statements regarding the

acquisition and purchase price allocation appropriately reflect

the nature of the transaction and the significant judgements

involved.

28 | Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd.


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

management, we considered this matte r to be a key audit

matter .

Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Annual

Report but does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the

consolidated financial statements does not cover the other information and we do not express any form of audit opinion or

assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,

based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International Accounting Standards

Board, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Director s either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a hi gh level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is located on the

External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report -1/

Restriction on use of our report

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might

state to the Company’s shareholders, as a body, those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.


Grant Thornton New Zealand Audit Limited




Ryan Campbell

Partner

Auckland

26 June 2025

Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd. | 29

06
CONSOLIDATED

FINANCIAL

STATEMENTS

30 | GENERAL CAPITAL

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
|

31

NOTE20252024
$$

Interest income

918,154,58413,679,143

Interest expense

9(11,648,252)(8,096,442)

Net interest income

6,506,3325,582,701

Fee and commission income

94,252,3243,327,444

Fee and commission expense

9(1,028,654)(862,307)

Net fee and commission income

3,223,6702,465,137

Revenue from contracts with customers

9162,179138,466

Cost of sales

9(18,103)(17,426)

Gross profit from contracts with customers

144,076121,040

Other income

963,06326,390

Gross Profit

9,937,1418,195,268

Increase in allowance for expected credit losses

(428,615)(59,087)

Personnel expenses

(1,999,157)(1,791,560)

Occupancy expenses

(141,191)(105,378)

Depreciation

(13,241)(11,313)

Amortisation and impairment of intangible assets

10(72,306)(21,334)

Loss on Sale of Asset

(50,000)-

Other operating expenses

16(3,295,758)(2,620,994)

Total operating expenses

(6,000,268)(4,609,666)

Profit before income tax expense

3,936,8733,585,602

Income tax expense

17(1,131,073)(952,441)

Net profit after income tax expense

2,805,8002,633,161

Other comprehensive income

Items that will not be reclassified to profit or loss

Changes in the fair value of equity investments at fair value

through other comprehensive income

13(b)(126,624)(31,240)

Income tax on these items

-(43,273)

Other comprehensive loss for the year, net of tax

(126,624)(74,513)

Total comprehensive income

2,679,1762,558,648

Earnings per share (cents per share)

143.092.90

Diluted earnings per share (cents per share)

143.092.90

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2025

The accompanying notes are an integral part of these consolidated financial statements.

32 | GENERAL CAPITAL

NOTE20252024
$$

Equity

Share capital

13(a)21,811,60621,561,120

Accumulated earnings

7,704,5565,381,065

Reserves

13(b)(275,000)(130,768)

Total equity

29,241,16226,811,417

Assets

Cash and cash equivalents

535,991,25615,303,073

Accounts receivables

23,1784,850

Related party receivables

19102,393235

Other current assets

510,629334,828

Bank deposits

525,042,83612,714,591

Loan receivables

6151,101,609132,163,725

Property, plant and equipment

436,17531,907

Investments

12-126,624

Deferred tax asset

17.2153,105182,173

Intangible assets and goodwill

104,823,1872,468,625

Total assets

218,184,368163,330,631

Liabilities

Accounts payable and other payables

3,671,0251,033,694

Related party payables

195,9596,366

Term deposits

7184,680,424135,118,547

Income tax payable

369,720360,607

Deferred tax liabilities

17.2216,078-

Total liabilities

188,943,206136,519,214

Net assets

29,241,16226,811,417

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

for the year ended 31 March 2025

The accompanying notes are an integral part of these consolidated financial statements

Rewi Hamid Bugo — Chairman

Brent Douglas King — Managing Director

The financial statements are signed on behalf of the Board.

Authorised for issue on: 26-Jun-25

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 33

NOTESHARE
CAPITAL

RESERVESACCUMULATED

EARNINGS

TOTAL EQUITY

$$$$

Balance at 31 March 2023

21,561,120(319,511)3,011,16024,252,769

Profit for the year

--2,633,1612,633,161

Other comprehensive income for the year

13(b)-(74,513)-(74,513)

Total comprehensive income for the year

-(74,513)2,633,1612,558,648

Transfer fair value reserve to retained earning for FVTOCI

equity investment-263,256(263,256)-

Balance at 31 March 2024

21,561,120(130,768)5,381,06526,811,417

Profit for the year

--2,805,8002,805,800

Other comprehensive income for the year

-(126,624)-(126,624)

Total comprehensive income for the year

-(126,624)2,805,8002,679,176

Transfer fair value reserve to retained earning for FVTOCI

15-(17,608)17,608-

Transactions with owners in their capacity as owners:

Contributions of equity net of transaction costs

13(a)250,486--250,486

Dividend paid

--(499,916)(499,916)

Total transactions with owners in their capacity

as owners

250,486-(499,916)(249,430)

Balance at 31 March 2025

21,811,606(275,000)7,704,55629,241,162

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2025

34 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASHFLOWS

for the year ended 31 March 2025

NOTE20252024

$$

Cash flow from operating activities

Interest received

19,049,089 13,795,341

Receipts from customers

3,847,085 3,312,918

Other income

58,877 3,190

Payments to suppliers and employees

(3,689,101) (5,419,578)

Interest paid

(10,548,848) (7,377,800)

Income tax paid

(876,814) (1,475,434)

Net cash flows from operating activities before changes in operating assets

and liabilities

7,840,2882,838,637

Term deposits (net receipts)

48,432,344 24,485,709

Loan receivables (net advances)

(14,887,482) (23,144,390)

Net cash provided by operating activities

18 41,385,150 4,179,956

Cash flow from investing activities

Purchase of property, plant and equipment

(467,509) (9,488)

Purchase of Intangible assets

- (213,346)

Acquisition of subsidiaries (net of cash acquired)

(7,401,297) -

Investment in bank deposits

(12,328,245) (2,776,617)

Investment in equities

- 50,374

Net cash used in investing activities

(20,197,051) (2,949,077)

Cash flow from financing activities

Dividends paid

(499,916)-

Net cash provided by financing activities

(499,916)-

Reconciliation of cash and cash equivalents

Cash and cash equivalents at the beginning of the reporting year

15,303,07314,072,194

Net increase in cash and cash equivalents held during the reporting year

20,688,1831,230,879

Cash and cash equivalents at the end of the reporting year

535,991,25615,303,073

The accompanying notes are an integral part of these consolidated financial statements.

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 35

NOTE 1: REPORTING ENTITY
General Capital Limited (“the Company”) is incorporated and domiciled in New Zealand. General Capital Limited is registered

under the Companies Act 1993.

General Capital Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of General Capital Limited and its subsidiaries (together “the Group”) have been prepared in

accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013.

The Group is a for profit entity.

The Group’s principal activities are:

- Finance (deposit taking, mortgage lending, and insurance premium funding);

- Research and advisory (listing and capital management).

The consolidated financial statements were authorised for issue by the directors on 26 June 2025

NOTE 2: BASIS OF PREPARATION

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand

(“NZ GAAP”). They comply with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and other

applicable Financial Reporting Standards, as appropriate for profit oriented entities. These consolidated financial statements also

comply with International Financial Reporting Standards (“IFRS”) and accounting standards issued by the International Accounting

Standards Board.

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

currency. Unless otherwise indicated, amounts in the financial statements have been rounded to the nearest dollar.

These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business

activities and the realisation of assets and the settlement of liabilities in the ordinary course of business, in accordance with

historical cost concepts, as modified by the fair value of certain assets and liabilities as identified in the accounting policies below.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

3.1 Revenue and expense recognition

(a) Interest income and interest expense

Interest income and interest expense

Interest income and interest expense is recognised in profit or loss using the effective interest method. The effective interest

method calculates the amortised cost of a financial asset or liability and allocates the interest income and directly related fees

(including loan origination fees) and transaction costs (including commission expenses) that are an integral component of the

effective interest rate over the expected life of the financial asset or liability.

Loan fees and commissions

Lending fee income (such as loan establishment fees) that is integral to the effective yield of a loan held at amortised cost is

capitalised as part of the amortised cost and deferred over the life of the loan using the effective interest method. Lending

fees not directly related to the origination of a loan (account maintenance fee) are recognised over the period of service.

Incremental and directly attributable costs (such as commissions) associated with the origination of a financial asset (such as

loans) and financial liabilities (such as term deposits) are capitalised as part of the amortised cost and deferred over the life of

the financial instrument using the effective interest method.

(b) Revenue from contracts with customers:

Advisory fee revenue

Advisory contracts generally span a period of three months to one and a half years. Management determine the performance

obligation(s) inherent in the contract at contract inception and recognise revenue upon completion of each of the performance

obligations. Performance obligations include advice provided to the entity and sometimes include the success of a project.

There are specific billing milestones built into each contract and payment is generally due within 30 to 60 days of the

milestone.

Assets and liabilities arising from revenue from contracts with customers

Accounts receivables are non-interest bearing and are generally on terms of 30 to 60 days.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

36 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

3.2 Financial instruments

Initial recognition

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a

party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or

financial liabilities, as appropriate, on initial recognition.

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the

classification of the financial assets.

Classification of financial assets

Financial assets that meet the following conditions are measured subsequently at amortised cost:

- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash

flows; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income

(FVTOCI)*:

- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and

selling the financial assets; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

Despite the foregoing, the Group makes the following irrevocable election/designation at initial recognition of a financial asset:

- the Group irrevocably elects to present subsequent changes in fair value of an equity investment in other comprehensive

income if certain criteria are met; and

- the Group irrevocably designates a financial asset that meets the amortised cost or FVTOCI* criteria as measured at FVTPL** if

doing so eliminates or significantly reduces an accounting mismatch.

The Group’s financial assets measured at amortised cost include cash and cash equivalents, bank deposits, trade receivables, loan

receivables, and other receivables. The Group’s assets measured at FVTOCI* include investment in equities. The Group has no

assets measured at FVTPL**.

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost.

For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective

interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired

financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the

effective interest rate to the gross carrying amount of the financial asset.

Financial assets at FVTOCI*

Equity Instruments at FVTOCI*

On initial recognition, the Group made an irrevocable election (on an instrument by instrument basis) to designate investments in

equity instruments as at FVTOCI*.

Investments in equity instruments at FVTOCI* are initially measured at fair value plus transaction costs. Subsequently, they are

measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and

accumulated in the financial assets at FVOCI reserve. The cumulative gain or loss is not be reclassified to profit or loss on disposal

of the equity investments, instead, it is transferred to retained earnings.

The Group has designated all investments in equity instruments as at FVTOCI* on initial recognition.

*FVTOCI - Fair Value Through Other Comprehensive Income

**FVTPL - Fair Value Through Profit or Loss

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 37

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

Modification of financial assets

When the contractual cash flows of a financial asset are renegotiated or otherwise modified and the renegotiation or modification

does not result in the derecognition of that financial asset, the Group recalculates the gross carrying amount of the financial asset

and recognises a modification gain or loss in profit or loss. The gross carrying amount of the financial asset is recalculated as the

present value of the renegotiated or modified contractual cash flows that are discounted at the financial asset’s original effective

interest rate. Any costs or fees incurred adjust the carrying amount of the modified financial asset and are amortised over the

remaining term of the modified financial asset.

Impairment of Financial Assets

The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost.

The amount of expected credit losses is updated at each reporting date to reflect a significant change in credit risk since initial

recognition of the respective financial assets.

The Group recognises lifetime ECL** for trade and other receivables. The expected credit losses on these financial assets are

estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to

the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at

the reporting date, including time value of money where appropriate.

Due to the nature of loan receivables from insurance premium lending, the Group can get a refund from the insurance company

for the loan balance in the event of client default. Furthermore, there is no historical credit loss from insurance premium lending.

Accordingly, the notes below relate only to mortgage lending.

For loan receivables (excluding insurance premium funding), the Group applies a three-stage approach to measuring ECLs**.

Loans may migrate through the following stages based on their change in credit quality.

Stage 112-month ECL**(past due 30 days or less)

Where there has been no evidence of a significant increase in credit risk since initial recognition, ECLs** that result

from possible default events within 12 months are recognised.

Stage 2Lifetime ECL** not credit impaired (between 30 and 90 days past due)

Where there has been a significant increase in credit risk, ECLs** that result from all possible default events over the

life of the loan are recognised.

Stage 3Lifetime ECL** credit impaired (greater than 90 days past due)

Where loans are in default or otherwise credit impaired, ECLs** that result from all possible default events over the

life of the loan are recognised.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares

the risk of a default occurring on the financial asset at the reporting date with the risk of a default occurring on the financial asset

at the date of initial recognition. In making this assessment, the Group considers its historical loss experience and adjusts this for

current observable data. This data includes any payment defaults by the borrower, known or expected defaults by the borrower on

similar obligations (other loans), uninsured deterioration of the security property and any changes in the borrowers circumstances

which could impact on their ability to repay either interest or principal amounts on their due date. The Group also considers

changes or forecast changes to macroeconomic factors including property prices, unemployment, interest rates, gross domestic

product and inflation.

The nature of the Group’s loan receivables (excluding insurance premium funding) is property lending with a predominant focus

on the underlying security value of the loan receivable (i.e. the residential property value) in the credit assessment. The loans are

predominantly advanced on twelve-month terms but range between three-month and four-year terms. Credit risk information is

updated and monitored regularly. Loan receivables are subject to ongoing scrutiny, as a key component of credit risk management,

with reporting of summarised credit risk information to the Group’s directors on at least a monthly basis.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset has increased

significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable

and supportable information that demonstrates otherwise, for instance when the Group is made aware of a property sale and

purchase agreement or refinancing agreement which provides sufficient evidence that all of the borrower’s obligations including

default interest will be met. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been

a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant

increase in credit risk before the amount becomes past due.

*FVTOCI - Fair Value Through Other Comprehensive Income

**ECL - Expected Credit Losses

38 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

(ii) Definition of default

The Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has

reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate, for instance

when the Group is made aware of a property sale and purchase agreement or refinancing agreement which provides sufficient

evidence that all of the borrower’s obligations including default interest will be met.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows

of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the

following events:

a) an increase in loan to valuation ratio caused by either declining property security values or increases in the loan balance;

b) significant financial difficulty of the borrower; and

c) a breach of contract, such as a default or past due event (see (ii) above).

(iv) Write-off policy

The Group writes off a financial asset when there is information indicating that the borrower is in severe financial difficulty and

there is no realistic prospect of recovery, for example an unsecured financial asset whereby the borrower has no realistic ability

to meet their financial obligations to the Group. Financial assets written off may still be subject to enforcement activities under

the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in

profit or loss.

v) Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the

loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on

historical data adjusted for forward-looking information including macroeconomic factors as described above. Given the Group’s

loan book is all secured over property, the single most significant factor for loss given default is the value of the security property,

any known or expected uninsured deterioration of the property, or any forecast reduction in property values.

In regards to insurance premium funding, there is a risk the borrowers might default on their loan repayments leading to financial

losses. We may manage this risk by requiring an upfront payment, a shorter lending term than the period of the insurance cover

and stringent credit monitoring enabling us to cancel the insurance in event of default by the borrower resulting in a refund of

insurance to mitigate any losses.

As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the

Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective

interest rate. In instances where the probability of default has increased significantly (a significant increase in credit risk), or where

the loan is in default, the expected credit loss (or loss given default) may not increase significantly due to the Group’s lending

criteria which prohibits lending when the loan to valuation ratio (LVR)* exceeds 75%.

This means in general that the Group expects that the present value of expected cash flows from a loan in default to approximate

the carrying value of the loan prior to the default event, except in cases where the LVR* has increased considerably due to a

reduction in the security property valuation or a significant increase in the loan balance.

If the Group has measured the loss allowance for a financial asset at an amount equal to lifetime ECL** in the previous reporting

period, but determines at the current reporting date that the conditions for lifetime ECL** are no longer met, the Group measures

the loss allowance at an amount equal to 12-month ECL** at the current reporting date.

The Group recognises an impairment gain or loss in profit or loss for all financial assets with a corresponding adjustment to their

carrying amount through a loss allowance account.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum

of the consideration received and receivable is recognised in profit or loss.

*LVR - Loan to Valuation Ratio

**ECL - Expected Credit Losses

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 39

Financial Liabilities
Classification of Financial Liabilities

Financial liabilities are measured at amortised cost.

At initial recognition financial liabilities are measured at fair value plus transaction costs that are directly attributable to the issue

of the financial liabilities. The amortised cost of a financial liability is the amount at which the financial liability is measured at initial

recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference

between that initial amount and the maturity amount.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense

over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including

all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums

or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a

financial liability.

The Group’s financial liabilities measured at amortised cost include other payables, and term deposits. The Group derecognises

financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference

between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in

profit or loss.

3.3 Cash and cash equivalents

Cash and cash equivalents includes demand deposits with an original term of less than or equal to 3 months which are considered

highly liquid investments that are readily convertible into cash and used by the Group as part of day-to-day cash management.

3.4 Intangible assets

Intangible assets comprise goodwill, acquired licences, Bartercard trade dollars, and customer relationship.

Goodwill and acquired licences are indefinite life intangibles subject to annual impairment testing. Goodwill is allocated to cash-

generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-

generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to

the respective operating segment. Refer to notes 4.2, 10 and 20.

Licences acquired as part of business combinations are capitalised separately from goodwill as intangible assets if their value can

be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the

asset will flow to the Group.

Bartercard Trade Dollars are units of electronic currency held by the Group which can be used to pay for products and

services from other Bartercard members instead of paying in cash. They are non-monetary assets which are classified as

indefinite life intangible assets. The assets are recognised at cost less accumulated impairment losses. The trade dollars are

acquired as earned and consumed as utilised and are tested at least annually for impairment or when indication of an impairment

exist.An impairment loss is recognised whenever the carrying amount of a Bartercard exceeds its recoverable amount. The

estimated recoverable amount of intangible assets - Bartercard Trade Dollars are the greater of their fair value less costs to sell

or value in use. Trade debits arising from sales to customers and trade credits from purchases of services are recognised in the

statement of comprehensive income in the period in which the transaction occurs. Where trade credits are used to purchase an

asset, the asset is capitalised and recognised in the statement of financial position.

Computer software is recognised in the statement of financial position at cost less accumulated amortisation and impairment

losses. Direct costs associated with the purchase and installation of software licences and the development of software for

internal use are capitalised where project success is probable and the capitalisation criteria is met. Cost associated with planning

and evaluating computer software and maintaining a system after implementation are expensed. Computer software costs are

amortised on a straight-line basis (three years).

Customer relationship is recognised in the statement of financial position at cost less accumulated amortisation and impairment

losses. Direct costs associated with the purchase are capitalised to the cost. Customer relationship cost is amortised on a straight-

line basis (five years).

3.5 Taxation

Income tax for the period comprises current and deferred tax. Current and deferred tax are recognised as an expense or income

in the profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive

income or directly in equity), in which case the tax is also recognised outside profit or loss.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

40 | GENERAL CAPITAL

3.6 Impairment of non-financial assets
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually or more

frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets not yet available for use

are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

3.7 Standards and interpretations to published standards that are not yet effective

NZ IFRS 18 was issued in May 2024 and will apply to reporting periods commencing 1 January 2027. Most of the presentation and

disclosure requirements will largely remain unchanged together with other disclosures carried forward from NZ IAS 1. NZ IFRS 18

primarily introduces the following:

(i) a defined structure for the statement of comprehensive income by classifying items into one of the five categories: operating,

investing, financing, income taxes and discontinued operations. Entities will also present expenses in the operating category by

nature, function, or a mix of both, based on facts and circumstances.

(ii) disclosure of management-defined performance measures in a single note together with reconciliation requirements.

(iii) additional guidance on aggregation and disaggregation principles (applied to all primary financial statements and notes).

Other new standards, amendments to standards and interpretations are issued but not yet effective. None of these are expected to

have a significant effect on the financial statements of the Group.

3.8 Business Combinations

The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the

Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities

incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a

contingent consideration arrangement. Acquisition costs are expensed as incurred.

If the Company acquires a controlling interest in a business in which it previously held an equity interest, that equity interest is

remeasured to fair value at the acquisition date with any resulting gain or loss recognised in profit or loss or other comprehensive

income, as appropriate.

Consideration transferred as part of a business combination does not include amounts related to the settlement of pre-existing

relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit or loss.

Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

There are a number of significant material accounting treatments which include complex or subjective material accounting

judgments and estimates that may affect the reported amounts of assets in these financial statements. Estimates and judgments

are continually evaluated and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances.

An explanation of the judgments and estimates made by the Group in the process of applying its accounting policies, that have the

most significant effect on the amounts recognised in the financial statements, are set out below.

4.1 Allowance for expected credit losses

Significant increase in credit risk

Expected credit losses (‘ECL’) are measured as an allowance equal to 12-month ECL, or lifetime ECL for assets with a significant

increase in credit risk or in default or otherwise credit impaired. In assessing whether the credit risk of an asset has increased

significantly, the Group considers its historical loss experience and adjusts this for current observable data. This data includes

any payment defaults by the borrower, known or expected defaults by the borrower on similar obligations (other loans), uninsured

deterioration of the security property and any changes in the borrowers circumstances which could impact on their ability to repay

either interest or principal amounts on their due date. The Group also considers changes or forecast changes to macroeconomic

factors including property prices, unemployment, interest rates, gross domestic product and inflation.

Calculation of loss allowance

When measuring ECL the Group uses reasonable and supportable forward-looking information, which is based on assumptions for

the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due

and those that the Group would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical

data, assumptions and expectations of future conditions.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 41

Expected credit losses:
1. Based on the history of the Group’s loan book over the last three years, the average annual write-offs as a percentage of the

average loan receivable balance over the same period was 0.20%.

2. The Group has concluded that adopting a more conservative estimate of 0.25% (March 2024: 0.25%) of the gross loan balance

is a more prudent and appropriate measure for anticipating potential losses over the next 12 months, compared to a less

conservative estimate of 0.20%. This approach aligns with the Group’s risk management strategy and ensures a more robust

provisioning for expected credit losses.

3. Lifetime ECL’s for loans with a significant increase in credit risk and for loans in default have been calculated based on the

Company’s expectations for discounted net cash flows from the respective loan receivables over the expected remaining life of

the loans.

4. There are no expected credit losses relating to the subsidiary Bridges Financial Services Limited (BFSL) as there is no credit

exposure in the event of non-payment.

4.2 Impairment analysis of goodwill and other indefinite life intangible assets

The carrying value of goodwill and indefinite life intangible assets (including licences and Bartercard trade dollars) is assessed

at least annually to ensure that it is not impaired. With regard to Goodwill and Licences, performing this analysis requires

management to estimate future cash flows to be generated by the cash-generating unit, which entails making judgements,

including the expected rate of growth of revenues and expenditures, assets and liabilities, and the resulting cashflows.

Judgements also need to be made about the appropriate discount rate to apply when valuing future cash flows.

A sensitivity analysis performed by Management has highlighted that the carrying value of the Goodwill and other assets in the

research and advisory CGU* are highly reliant on the achievement of revenue forecasts from advisory projects.

Management have performed a fair value less costs of disposal impairment test in relation to the carrying value of the Bartercard

trade dollars asset at 31 March 2025.

When conducting the impairment analysis of goodwill and other indefinite-life intangible assets, the Group has considered all

reasonably known and available information.

Expected impact on cash-generating units

1. Finance (Non-bank deposit taking / property lending) CGU* - The forecasted cash flows used in the impairment analysis factor

in the above-stated events. The results of the model show that there is still significant headroom in the unit.

2. Finance (Insurance Premium Funding) CGU* - The forecasted cash flows used in the impairment analysis factor in the above-

stated events. The Group performed an impairment test as at 31 March 2025 which has resulted in no impairment to the CGU*.

3. Research and Advisory CGU* - Due to the impacts of some of the above-stated factors the Group performed an impairment

test as at 31 March 2025 which has resulted in no impairment to the CGU*.

NOTE 5: CASH AND CASH EQUIVALENTS AND BANK TERM DEPOSITS

20252024

$$

Bank call deposits1

35,991,256 15,303,073

Bank term deposits - Current Portion2

25,042,836 12,714,591

Interest Rates:

1Bank call deposits: Between 0.00% and 3.85% (March 2024: Between 0.00% and 5.70%).

2Current Portion of Bank term deposits is contractually repayable within 12 months.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

42 | GENERAL CAPITAL

NOTE 6: LOAN RECEIVABLES
20252024

$$

First mortgage advances

147,690,833 134,140,905

Unsecured advances (insurance premium funding)

6,291,426 -

153,982,259 134,140,905

Less deferred fee income and expenditure

(2,511,423)(1,504,680)

Less impairment allowance

(369,227)(472,500)

Net carrying value

151,101,609 132,163,725

Current portion

107,108,064 94,940,875

Non‑current portion

43,993,545 37,222,850

151,101,609 132,163,725

*CGU - Cash Generating Unit

Primary loan security - first mortgage

2025202520242024

$%$$

Residential housing

133,081,841 86.4%117,504,757 87.6%

Residential bare land

11,496,060 7.5%14,911,604 11.1%

Residential development property

1,270,098 0.8%- 0.0%

Commercial property1

1,725,027 1.1%1,724,544 1.3%

Other security

117,807 0.1%- 0.0%

Unsecured (insurance premium funding)

6,291,426 4.1%- 0.0%

153,982,259 100.0% 134,140,905 100.0%

1The Group’s lending policy allows for a maximum of 30% of total lending to be secured over commercial properties. During the

year ended 31 March 2025 the Group had 1.1% of commercial lending (2024: 1.3%).

Loan receivables represent loans at commercial interest rates. Current loan receivables are contractually repayable within 12

months. Non-current loan receivables are contractually repayable within 12 months to 36 months of reporting date.

At year end there was $2,739,657 in outstanding loan commitments (loans approved and accepted not yet drawn) including future

capitalised interest (March 2024: $2,052,306).

INTEREST RATE

GENERAL FINANCEBRIDGES FINANCIAL SERVICES

2025202420252024

Interest rate ‑ minimum

8.45%9.25%0.00%N/A

Interest rate ‑ maximum

11.75%11.50%20.00%N/A

Effective interest rate - minimum

9.62%10.25%0.00%N/A

Effective interest rate - maximum

26.37%24.11%51.89%N/A

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 43

For General Finance loans that are in default, additional interest of up to 10% is charged.
The core lending activity of the Group is providing, through a broker network, short term and bridging finance secured by mortgage

over residential property. The majority of loans are entered into with a maturity date within 12 months, with a proposal that repayment

will be funded by the sale of the secured property or through refinancing by the borrower. General Finance Limited lending policy

allows for a maximum “loan to security value” of 75% (excluding fees and charges) on advances, unless approved by the full board of

General Finance Limited. There are no loans with loan to valuation ratio above 75% at the reporting date (2024: none).

The company also provides insurance premium funding through its subsidiary BFSL. Although this type of lending has no security,

there is no credit exposure on this type of funding as in the event of a client default, the Company is guaranteed a refund of the

remaining balance of the loan from the insurance company.

Sometimes loan repayments do not occur on the contractual maturity date and the term of the loan is extended i.e. rollover occurs.

Before a loan is rolled over, the Company’s standard credit checking and approval processes are re-applied. The current “loan to

security value” position will be re-assessed and updated valuations are obtained where the Directors consider this appropriate.

Loan application fees are charged and evidence is obtained of the borrower’s agreement to the contractual terms and conditions

of the extended loan.

At reporting date, 32.8% (March 2024: 30.8%) of loans by number and 32.2% (March 2024: 32.6%) by value represent loans

that have been rolled over and are into their second or subsequent credit periods. Where loans have been rolled over, their

classification in these consolidated financial statements as current or non-current, or as past due, is based on payment due dates

as per the terms of the extended contract, and not as per the original or preceding contract.

Borrower payment terms are profiled as follows:

20252024

$$

Principal and interest paid monthly

6,863,365 1,144,796

Interest only paid monthly

145,680,018 132,683,098

Interest capitalised

1,438,876 313,011

Total loan receivables

153,982,259 134,140,905


Loan fees (for all loans) and interest (for capitalised interest loans) are capitalised to the loan balances when charged and

recognised over the life of the loans using the effective interest method. The associated cash is received when the loans are repaid

(or partially repaid). Income recognised during the financial year from amounts capitalised to loan receivables were as follows:

20252024

$$

Interest income

74,711 13,246

Loan Fees

3,491,802 2,853,522

Total

3,566,513 2,866,768

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

44 | GENERAL CAPITAL

Reconciliation of gross loan receivable balance movements through ECL* stages:
12 MONTH ECL*LIFETIME ECL*

NOT CREDIT

IMPAIRED

LIFETIME

ECL* CREDIT

IMPAIRED

TOTAL

$$$$

Balance as at 31 March 2023

101,028,471 5,415,857 4,061,846 110,506,174

New loan advances

111,138,453 - - 111,138,453

Repayments

(78,255,053)(5,053,005)(3,832,813)(87,140,871)

Loan balances written off

- (362,852)- (362,852)

Transfer to lifetime not credit impaired

(7,780,334)7,780,334 - -

Transfer to lifetime credit impaired

(573,671)- 573,671 -

Balance as at 31 March 2024

125,557,867 7,780,334 802,704 134,140,905

Insurance premium funding acquired1

8,586,846 - - 8,586,846

New loan advances

119,785,519 - - 119,785,519

Repayments

(102,581,415) (5,146,893) (270,815) (107,999,123)

Loan balances written off

- - (531,888) (531,888)

Transfer to lifetime not credit impaired

(5,434,119) 5,434,119 - -

Transfer to lifetime credit impaired

(1,745,053) (1,014,264) 2,759,317 -

Balance as at 31 March 2025

144,169,645 7,053,296 2,759,318 153,982,259

1Loan acquired from BFSL through business acquisition. There is no ECL applied on these loans due to no expected credit losses.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 45

Reconciliation of movements in impairment allowance by stage:
12 MONTH ECL*LIFETIME ECL*

NOT CREDIT

IMPAIRED

LIFETIME

ECL* CREDIT

IMPAIRED

TOTAL

$$$$

Balance as at 31 March 2023

252,570 413,540 110,155 776,265

New loan advances

277,846 - - 277,846

Repayments

(195,637)(12,633)(9,582)(217,852)

Loan balances written off (collectively assessed)

- (907)- (907)

Loan balances written off (individually assessed)

- (362,852)- (362,852)

Transfer to lifetime not credit impaired

(19,451)19,451 - -

Transfer to lifetime credit impaired (collectively assessed)

(1,434)- 1,434 -

Transfer to lifetime credit impaired (individually assessed)

- (37,148)37,148 -

Balance as at 31 March 2024

313,894 19,451 139,155 472,500

New loan advances

287,546 - - 287,546

Repayments

(238,797)(12,867)(677)(252,341)

Loan balances written off (collectively assessed)

- - (1,330) (1,330)

Loan balances written off (individually assessed)

- - (137,148)(137,148)

Transfer to lifetime not credit impaired

(13,585)13,585 - -

Transfer to lifetime credit impaired (collectively assessed)

(4,363)(2,536)6,899 -

Balance as at 31 March 2025

344,695 17,633 6,899 369,227


In instances where the probability of default has increased significantly (a significant increase in credit risk), or where the loan is

in default, the expected credit loss (or loss given default) may not increase significantly due to the Group’s lending criteria which

prohibits lending when the loan to valuation ratio (LVR)** exceeds 75%. This means in general that the Group expects that the

present value of expected cash flows from a loan in default to approximate the carrying value of the loan prior to the default event,

except in cases where the LVR** has increased considerably due to a reduction in the security property valuation or a significant

increase in the loan balance.

The LVR of loans with a significant increase in credit risk or in default was in a range of 27.0% - 74.0% as at 31 March 2025 (March

2024: in a range of 50.5% - 70.6%), based on the security property valuation at origination.

*ECL - Expected Credit Losses

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

46 | GENERAL CAPITAL

NOTE 7: TERM DEPOSITS
20252024

$$

Gross term deposit liability

184,724,612 135,192,864

Less deferred commission expenditure

(44,188) (74,317)

Net carrying value

184,680,424 135,118,547

Contractual repayment terms:

On call

532,593 178,813

Within 12 months

137,855,211 88,839,334

Greater than 12 months

46,292,620 46,100,400

184,680,424 135,118,547

Repayment Terms:On call up to 5 years

Interest Rate:3.65% - 8.30% and 0.15% on call (March 2024: 3.65% - 8.30% and 0.15% on call)

Effective Interest Rate:3.65% - 8.30% and 0.15% on call (March 2024: 3.65% - 8.30% and 0.15% on call)

Security:First ranking security interest over the assets and undertakings of General Finance Limited in favour

of the Trustee (subject only to any prior security interests permitted by the Trust Deed and preferential

claims given priority by operation of law).

The Group has a total of 1,266 depositors as at 31 March 2025 (March 2024: 1,003). As at the reporting date, the largest deposit

the Group has is $1,300,000 (March 2024: $1,286,221) which represents 0.70% (March 2024: 0.95%) of total deposits. As at the

reporting date the largest aggregate of deposits under a single deposit holder totals $2,800,000 (March 2024: $2,850,000) which

represents 1.52% (March 2024: 2.11%) of total deposits and have a weighted average maturity date of 12.30 months from reporting

date (March 2024: 7.99 months from reporting date).

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 47

Further analysis of gross deposit funding is as follows:
CONCENTRATION OF FUNDING

20252024

$$

Northland

5,380,998 4,631,033

Auckland

66,587,414 53,614,586

Waikato

14,009,966 13,529,906

Bay of Plenty

19,030,507 11,861,471

Wellington

13,685,831 18,440,430

Other North Island

27,755,288 8,872,147

South Island

28,474,990 19,715,023

Overseas

9,799,618 4,528,268

Total gross term deposit liability

184,724,612 135,192,864

CONTRACTUAL MATURITY OF FUNDING

20252024

$$

Maturing in 0 ‑ 6 months

75,415,74240,974,805

Maturing in 6 ‑ 12 months

62,985,90848,060,194

Maturing in 12 ‑ 24 months

36,489,83535,221,462

Maturing after 24 months

9,833,12710,936,403

Total gross term deposit liability

184,724,612 135,192,864

PROFILE OF DEPOSIT HOLDERS

2025202520242024

$$

Deposits over $200,000

256120,783,91017885,140,202

Deposits $100,000 ‑ $200,000

23031,980,39717023,478,598

Deposits $50,000 ‑ $100,000

28120,361,47922316,598,086

Deposits $20,000 ‑ $50,000

2739,283,7782367,948,537

Deposits $10,000 ‑ $20,000

1211,703,4111091,546,022

Deposits under $10,000

105611,63787481,419

Total gross term deposit liability

1266184,724,612 1003135,192,864

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

48 | GENERAL CAPITAL

NOTE 8: RISK MANAGEMENT
The Group is exposed to a variety of financial risks comprising credit risk, liquidity risk, market risk (interest rate risk) and fair

value risk.

8.1 Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations,

and arises principally from the Group’s loan receivables, cash and cash equivalents, bank deposits and accounts receivable.

The maximum credit exposure of the Group, assuming a zero value for collateral is $217,881,579 (2024: $164,215,960). This

includes loans receivable of $153,982,259 (2024: $134,140,905), undrawn loan commitments of $2,739,657 (2024: $2,052,306),

bank deposits of $61,034,092 (2024: $28,017,664), accounts receivable of $23,178 (2024: $4,850) and related party receivables of

$102,393 (2024: $235). Of this exposure, 69.0% is covered by collateral over properties (2024: 82.9%) and 28.0% is deposited with

registered New Zealand banks (2024: 17.1%).

The Group has no foreign exchange exposure.

To manage credit on finance receivables the Group performs credit evaluations on all customers requiring advances. The approval

process considers a number of factors including the value of the security compared to the value of the amount to be borrowed

(“loan to valuation ratio” or “LVR”*), the creditworthiness of the borrower and their ability to repay.

The Group operates a credit risk (lending) policy which stipulates the Group’s requirements regarding the security and LVR* of the

borrowing, the credit worthiness of borrowers, geographical spread, maximum loan exposure size and credit approval authority

levels. Decisions on whether to approve or decline loans are made by the credit committee in line with the Group’s credit risk

policy. Loan receivables are subject to regular scrutiny, as a key component of credit risk management. This includes a review of

the borrower’s repayment history and any interest arrears; any changes in the borrowers circumstances which could impact on

their ability to repay either interest or principal amounts on their due date and any movement in the security value.

As at 31 March 2025 the Group’s loan advances are 95.9% secured over first mortgages (March 2024: 100%), and 4.1% unsecured

(March 2024: none).

Loan receivables credit exposures are concentrated in the residential property sector, particularly in the North Island and the

Auckland Market. As at 31 March 2025, advances by the Group in the North Island residential property sector represented 89.5%

(March 2024: 88.7%) of its total exposure, with 69.8% (March 2024: 70.0%) being in the Auckland market. The geographical profile

of loan receivables is analysed further as follows:

20252024

$$

Northland

3,994,155 6,146,498

Auckland

107,415,966 93,905,052

Waikato

10,228,880 3,268,816

Bay of Plenty

1,849,500 1,440,507

Wellington

5,270,736 6,172,735

Other North Island

9,075,605 8,082,401

Canterbury

10,782,014 10,931,866

Otago

1,144,299 2,017,465

Marlborough

2,315,994 2,175,565

Southland

15,569 -

West Coast

125,964 -

Other NZ

1,763,577 -

Total

153,982,259 134,140,905

*LVR - Loan to Valuation Ratio

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 49

The concentration of the credit exposure to the six largest exposures is 17.2% (March 2024: 18.8%) of the total loan portfolio. The
Group has elected to disclose the largest six exposures as this is considered to provide a meaningful indication of concentration of

credit risk. An exposure is calculated as the total of all loan exposures to a single borrower or group of linked borrowers.

The size of loan exposures is analysed further as follows:

20252024

NUMBER OF

EXPOSURES

NUMBER OF

EXPOSURES

Less than $100,000

1,558-

Between $100,000 and $250,000

1614

Between $250,000 and $500,000

1619

Between $500,000 and $1,000,000

5245

Between $1,000,000 and $1,500,000

1518

Between $1,500,000 and $2,000,000

1620

Between $2,000,000 and $2,500,000

63

Between $2,500,000 and $3,000,000

14

Between $3,000,000 and $3,500,000

2-

Between $3,500,000 and $4,000,000

1-

Between $4,000,000 and $4,500,000

61

Between $4,500,000 and $5,000,000

12

Between $5,000,000 and $5,500,000

--

Between $5,500,000 and $6,000,000

-1

Total No. of Exposures

1,690127

The provision for expected credit losses for performing and under-performing loans is detailed and explained in note 6. Gross

past due loan receivables total $10,553,569 (March 2024: $10,353,446) which equates to 6.9% (March 2024: 7.7%) of total loan

receivables.

As shown in the aging analysis of past-due loans below, the balance comprises:

Stage 112-month ECL*

Gross loans receivable totalling $740,954 (March 2024: $1,770,408) were past due and the Group has concluded

there has not been a significant increase in credit risk.

Stage 2Lifetime ECL* not credit impaired

Gross loans receivable totalling $7,053,296 (March 2024: $7,780,334) were past due by between 30 and 90 days

and the Group has concluded there has been a significant increase in credit risk.

Stage 3Lifetime ECL* credit impaired

Gross loans receivable totalling $2,759,318 (March 2024: $802,704) were past due by greater than 90 days and the

Group has concluded there has been a significant increase in credit risk.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

50 | GENERAL CAPITAL

Aging analysis – past due but not considered under-performing loans:
20252024

$$

Up to 30 Days

740,954 1,770,408

31 ‑ 60 Days

2,158,505 7,275,651

61 ‑ 90 Days

4,894,792 504,683

91 ‑ 120 Days

1,024,527 -

120+ Days

1,734,791 802,704

Total

10,553,569 10,353,446

The Group is also exposed to credit risk from deposits held with banks. As at reporting date, the Group holds deposits in New

Zealand Registered Banks including 19.7% with Bank of New Zealand (2024: 12.9%), 1.9% with ASB Bank (2024: 0.0%), 25.4% with

Heartland Bank (2024: 59.2%), 0.0% with Westpac New Zealand (2024: 5.6%), 53.0% with ANZ Bank New Zealand (2024: 22.3%), of

which 47.7% is held through Forsyth Barr custodial account (2024: 22.3%).

Bank of New Zealand, Westpac New Zealand, ASB Bank and ANZ Bank New Zealand all have AA- credit ratings from Standard

& Poor’s and A+ credit ratings from Fitch. Heartland Bank has a rating of BBB with Fitch.

*ECL- Expected Credit Losses

8.2 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial liabilities as they fall due.

The Group operates a liquidity risk policy and endeavours to maintain sufficient funds to meet its commitments based on

forecasted cash flow requirements. Management has internal control processes and contingency plans to actively manage the

lending and borrowing portfolios to ensure the net exposure to liquidity risk is minimised. The exposure is reviewed on an on-going

basis from daily procedures to monthly reporting as part of the Group’s liquidity management policies and processes.

The following tables set out the undiscounted contractual cash flows, and the undiscounted expected cash flows, of the Group’s

financial assets and liabilities.

2025

CONTRACTUAL CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

36,010,952 36,010,952 - - -

Bank deposits

25,474,722 22,938,700 2,536,022 - -

Other financial assets

60,290 60,290 - - -

Loan receivables

167,023,181 55,927,037 62,766,907 40,878,526 7,450,712

Totals

228,569,144 114,936,978 65,302,929 40,878,526 7,450,712

Financial liabilities

Amortised cost

Term deposits

194,509,201 79,013,661 66,372,828 38,040,865 11,081,847

Other payables

4,046,704 4,046,704 - - -

Totals

198,555,905 83,060,365 66,372,828 38,040,865 11,081,847

Net cashflow

30,013,239 31,876,613 (1,069,899)2,837,661 (3,631,135)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 51

2024
CONTRACTUAL CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

15,303,073 15,303,073 - - -

Bank deposits

13,165,370 5,998,667 7,166,703 - -

Other financial assets

19,985 19,985 - - -

Loan receivables

145,576,153 68,609,818 35,628,786 33,543,389 7,794,160

Totals

174,064,581 89,931,543 42,795,489 33,543,389 7,794,160

Financial liabilities

Amortised cost

Term deposits

145,372,958 43,902,980 50,943,680 38,076,355 12,449,943

Other payables

1,325,542 1,325,542 - - -

Totals

146,698,500 45,228,522 50,943,680 38,076,355 12,449,943

Net cashflow

27,366,081 44,703,021 (8,148,191)(4,532,966)(4,655,783)

2025

EXPECTED CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

36,674,303 36,674,303 - - -

Bank deposits

25,474,722 22,938,700 2,536,022 - -

Other financial assets

305,290 97,040 36,750 73,500 98,000

Loan receivables

186,678,752 35,866,527 40,542,868 82,367,271 27,902,086

Totals

249,133,067 95,576,570 43,115,640 82,440,771 28,000,086

Financial liabilities

Amortised cost

Term deposits

204,329,043 34,310,502 29,821,166 66,698,902 73,498,473

Other payables

15,563,960 7,505,849 8,058,112 - -

Totals

219,893,003 41,816,351 37,879,278 66,698,902 73,498,473

Net cashflow

29,240,063 53,760,219 5,236,362 15,741,869 (45,498,387)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

52 | GENERAL CAPITAL

2024
EXPECTED CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

15,686,236 15,686,236 - - -

Bank deposits

13,165,370 5,998,667 7,166,703 - -

Other financial assets

19,985 19,985 - - -

Loan receivables

152,474,660 37,772,535 21,226,360 68,903,951 24,571,814

Totals

181,346,251 59,477,423 28,393,063 68,903,951 24,571,814

Financial liabilities

Amortised cost

Term deposits

154,835,296 19,692,023 22,797,682 45,216,718 67,128,873

Other payables

1,325,542 1,325,542 - - -

Totals

156,160,838 21,017,565 22,797,682 45,216,718 67,128,873

Net cashflow

25,185,413 38,459,858 5,595,381 23,687,233 (42,557,059)

The table above shows management’s expected maturities of existing financial assets and liabilities. In determining the expected cash

flow, the following assumptions have been made based on management’s best estimate having regard to past experience, current

market conditions and the future outlook including the ongoing post pandemic economic environment, high inflation, high interest rates,

uncertainty in the property market, financial market uncertainties and post natural disaster environment estimated impacts:

- 60% term deposit reinvestment rate for 31 March 2024 (March 2023: 60%).

- Cash and cash equivalents are expected to earn interest for the first six months at 3.69% pa (March 2024: 5.01%).

- Term deposit reinvestments are made for a weighted average 18-month term at 5.85% pa (March 2024: 18-month term at 7.57% pa).

- 50% of loans (March 2024: 50%) not past due repay on existing contractual maturity date, with the balance rolled over at their

existing interest rates and repaid after a further 12 months.

- 80% of the Bridges Financial Services loans (March 2024: N/A) will be renewed for a further 12 months on existing contractual

maturity date.

8.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates will affect the Group’s income or the value of its holdings

of financial instruments.

Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The Group’s financing activities are

exposed to interest rate risk in respect of its interest earning assets and interest bearing liabilities. Changes to interest rates can

impact the Group’s financial results by affecting the interest spread earned on these assets and liabilities. Interest rates for finance

receivables, term deposits, and bank deposits (other than those on call) are fixed for the term of their respective contracts. Interest

rates are repriced on contractual maturity dates of the financial instruments. There is a risk that different financial instruments

(such as loan receivables and term deposits) are repriced on different dates, i.e. a repricing risk (refer to contractual cash flows

under liquidity risk for repricing dates).

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 53

The table below summarises the sensitivity of the Group’s financial assets and liabilities to interest rate risk.
2025

CARRYING

AMOUNT

-1% PROFIT

BEFORE TAX

-1%

EQUITY

+1% PROFIT

BEFORE TAX

+1%

EQUITY

$$$$$

Financial Assets

Cash and cash equivalents

35,991,256 (359,913) (259,137) 359,913 259,137

Loan Receivables

153,982,259 (1,539,823) (1,108,673) 1,539,823 1,108,673

Bank Deposits

25,042,836 (250,428) (180,308) 250,428 180,308

Financial Liabilities

Term Deposits

184,724,612 1,847,246 1,330,017 (1,847,246) (1,330,017)

Total increase / (decrease)

(302,918) (218,101) 302,918 218,101

2024

CARRYING

AMOUNT

-1% PROFIT

BEFORE TAX

-1%

EQUITY

+1% PROFIT

BEFORE TAX

+1%

EQUITY

$$$$$

Financial Assets

Cash and cash equivalents

15,303,073 (153,031) (110,182) 153,031 110,182

Loan Receivables

134,140,905 (1,341,409) (965,814) 1,341,409 965,814

Bank Deposits

12,714,591 (127,146) (91,545) 127,146 91,545

Financial Liabilities

Term Deposits

135,192,864 1,351,929 973,389 (1,351,929) (973,389)

Total increase / (decrease)

(269,657) (194,152) 269,657 194,152

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

54 | GENERAL CAPITAL

NOTE 9: SEGMENT REPORTING
Management has determined the operating segments based on the components of the Group that engage in business activities,

which have discrete financial information available and whose operating results are regularly reviewed by the Group’s chief

operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The chief operating

decision maker has been identified as the executive directors.

Three reportable segments have been identified as follows:

- Finance: Deposit taking, short term property mortgage lending, and insurance premium funding.

- Research and Advisory: Provides investment advisory services and produces and sells investment research and publications.

- Corporate and Other: Corporate function and investment activities.

Year ended 31 Mar 2025

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Revenue ‑ interest income

18,083,099 11,523 219,410 18,314,032 (159,448) 18,154,584

Revenue - fee income (loan receivables)

4,252,324 - - 4,252,324 - 4,252,324

Revenue from contracts with customers

‑ Advisory fee revenue

- 135,500 - 135,500 26,441 161,941

- Yearbook and research sales

- 238 - 238 - 238

Other income

60,975 - 830,292 891,267 (828,204) 63,063

Dividend income

- - 2,000,000 2,000,000 (2,000,000) -

Total revenue

22,396,398 147,261 3,049,702 25,593,361 (2,961,211) 22,632,150

Interest expense

(11,796,791) (28) (10,882) (11,807,701) 159,448 (11,648,253)

Fee and commission expense (finance

receivables)

(1,028,654) - - (1,028,654) - (1,028,654)

Cost of sales

- (14,325) - (14,325) (3,778) (18,103)

Net revenue

9,570,953 132,908 3,038,820 12,742,681 (2,805,541) 9,937,140

Increase in allowance for expected credit

losses

(428,615) - - (428,615) - (428,615)

Personnel expenses

(1,642,326) (81,990) (274,841) (1,999,157) - (1,999,157)

Depreciation and amortisation

(45,562) - (10,348) (55,910) (29,636) (85,546)

Other expenses

(3,125,466) (56,530) (1,133,156) (4,315,152) 828,204 (3,486,948)

Income Tax Expense

(1,133,026) - - (1,133,026) 1,952 (1,131,074)

Net profit / (loss) after tax

3,195,958 (5,612) 1,620,475 4,810,821 (2,005,021) 2,805,800

Total Assets

216,974,778 1,020,741 3,841,499 221,837,018 (3,652,650) 218,184,368

Total Liabilities

192,806,118 73,193 139,889 193,019,200 (4,075,994) 188,943,206

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance receivables):

Year ended 31 Mar 2025

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Other

- - 417,888 417,888 - 417,888

- - 417,888 417,888 - 417,888

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 55

Year ended 31 Mar 2024
FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Revenue ‑ interest income

13,399,355 16,118 266,945 13,682,418 (3,276) 13,679,142

Revenue - fee income (loan receivables)

3,327,444 - - 3,327,444 - 3,327,444

Revenue from contracts with customers

‑ Advisory fee revenue

- 135,695 - 135,695 2,361 138,056

- Yearbook and research sales

- 409 - 409 - 409

Other income

3,190 4,000 681,468 688,658 (662,268) 26,390

Total revenue

16,729,989 156,222 948,413 17,834,624 (663,183) 17,171,441

Interest expense

(8,096,442) - (3,276) (8,099,718) 3,276 (8,096,442)

Fee and commission expense

(862,307) - - (862,307) - (862,307)

Cost of sales

- (20,354) - (20,354) 2,929 (17,425)

Net revenue

7,771,240 135,868 945,137 8,852,245 (656,978) 8,195,267

Increase in allowance for expected

credit losses

(59,087) - - (59,087) - (59,087)

Personnel expenses

(1,530,721) (21,956) (238,883) (1,791,560) - (1,791,560)

Depreciation and amortisation

(23,825) - (8,823) (32,648) - (32,648)

Other expenses

(2,336,156) (54,373) (998,109) (3,388,638) 662,268 (2,726,370)

Income tax (expense) / benefit

(938,360) - (12,600) (950,960) (1,481) (952,441)

Net profit / (loss) after tax

2,883,091 59,539 (313,278) 2,629,352 3,809 2,633,161

Total Assets

156,967,691 955,791 5,940,759 163,864,241 (533,610) 163,330,631

Total Liabilities

136,525,549 3,796 482,404 137,011,749 (492,535) 136,519,214

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance

receivables):

Year ended 31 Mar 2024

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Other

219,219 - 3,593 222,812 - 222,812

219,219 - 3,593 222,812 - 222,812

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

56 | GENERAL CAPITAL

NOTE 10: INTANGIBLE ASSETS
GOODWILLLICENCESBARTERCARD

TRADE DOLLARS

CUSTOMER

RELATIONSHIP

TOTAL

$$$$$

Year ended 31 March 2024

Opening net book amount

1,813,589 277,000 258,816 - 2,349,405

Additions

- - - 213,346 213,346

Disposals

- - (72,792) - (72,792)

Amortisation and impairment charge

- - - (21,334) (21,334)

Closing net book amount

1,813,589 277,000 186,024 192,012 2,468,625

At 31 March 2024

Cost

1,813,589 277,000 186,024 283,639 2,560,252

Accumulated amortisation and impairment

- - - (91,627) (91,627)

Net book amount

1,813,589 277,000 186,024 192,012 2,468,625

GOODWILLLICENCESBARTERCARD

TRADE DOLLARS

CUSTOMER

RELATIONSHIP

TOTAL

$$$$$

Year ended 31 March 2025

Opening net book amount

1,813,589 277,000 186,024 192,012 2,468,625

Additions

1,799,238 - - 652,000 2,451,238

Disposals

- - (24,370) - (24,370)

Amortisation and impairment charge

- - - (72,306) (72,306)

Closing net book amount

3,612,827 277,000 161,654 771,706 4,823,187

At 31 March 2025

Cost

3,612,827 277,000 161,654 935,639 4,987,120

Accumulated amortisation and impairment

- - - (163,933) (163,933)

Net book amount

3,612,827 277,000 161,654 771,706 4,823,187

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 57

Impairment testing for cash-generating units (CGU)* containing brands and licences
20252024

Goodwill

$$

Allocated to the finance (non-bank deposit taking / property lending) CGU*

1,323,729 1,323,729

Allocated to finance (insurance premium funding) CGU*

1,799,238 -

Allocated to the research and advisory CGU*

489,860 489,860

3,612,827 1,813,589


Licences with an indefinite useful life

Allocated to the finance CGU*

247,000 247,000

Allocated to the research and advisory CGU*

30,000 30,000

277,000 277,000

*CGU - Cash Generating Unit

The aggregate carrying amounts of goodwill and indefinite life licences are outlined above. Goodwill primarily relates to growth

expectations, expected future profitability and the workforce of the CGU’s*. The Group has assessed that there is no foreseeable

limit to the period of time over which the goodwill and licences are expected to generate net cash inflows for the Group and as

such they have been assessed as having an indefinite useful life.

The Group’s indefinite useful life intangible assets have been tested for impairment at least annually. Research and Advisory &

Finance CGU* was last tested on 31 March 2025 with no impairment required (March 2024: Nil).

The recoverable amount of the CGUs* has been determined based on value in use calculations. These calculations use pre-tax cash

flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year

period are extrapolated using the estimated long term growth rates stated below. The growth rate does not exceed the long term

average for the products, industries or country in which the CGUs* operate. For each of the CGU’s with goodwill and indefinite life

licences, the key assumptions, long term growth rate and discount rate used in the value in use calculations are as follows.

20252024

$$

Impairment

Impairment expense - Goodwill

--


Finance (Non-bank deposit taking / property lending) CGU*

Pre-tax free cash flows to equity holders (FCFE)** have been forecasted based on growth in the non-bank deposit taking /

property lending business within the current constraints of the licence / trust deed which prohibits the Capital Ratio to go below

8%. The forecasted growth in net cash flows is driven primarily by the net interest and fee margin from forecasted growth in deposit

funding and the loan book. Significant expenditure has been incurred since the business was purchased by the Group to ensure

that the business has the capacity and resources to allow for the growth.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Finance CGU* are:

1) Loan receivables through the forecast period

2) Term Deposits through the forecast period

3) Loan weighted average interest rate growth through the forecast period

4) Term Deposit weighted average growth through the forecast period

5) Discount rates

6) Growth rates used to extrapolate cash flows beyond the forecast period

*CGU - Cash Generating Unit

**FCFE - Free Cash flows to Equity Holders

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

58 | GENERAL CAPITAL

The table below sets out the key assumptions for the Finance CGU* for testing done as at 31 March 2025:
31 MARCH 2025 ASSUMPTIONS

TOTAL LOAN

RECEIVABLES

TOTAL TERM

DEPOSITS

LOAN WEIGHTED

AVERAGE INTEREST

RATE

TERM DEPOSIT

WEIGHTED AVERAGE

INTEREST RATE

Year one growth

44.6%28.6%-22.6%-14.7%

Year two growth

4.2%2.5%0.0%0.0%

Year three growth

3.7%3.0%0.0%0.0%

Year four growth

3.4%2.8%0.0%0.0%

Year five growth

3.1%2.5%0.0%0.0%

Terminal growth beyond year 5

2.0%

Pre‑tax discount rate

21.6%

31 MARCH 2024 ASSUMPTIONS

TOTAL LOAN

RECEIVABLES

TOTAL TERM

DEPOSITS

LOAN WEIGHTED

AVERAGE INTEREST

RATE

TERM DEPOSIT

WEIGHTED AVERAGE

INTEREST RATE

Year one growth

31.2%31.1%0.9%1.9%

Year two growth

13.2%14.8%0.0%0.0%

Year three growth

11.7%12.9%0.0%0.0%

Year four growth

10.5%11.4%0.0%0.0%

Year five growth

9.5%10.3%0.0%0.0%

Terminal growth beyond year 5

2.0%

Pre‑tax discount rate

19.7%

Loan Receivable and Term Deposits

The most recent historic data on term deposit withdrawals, top-ups, and new deposits was reviewed to estimate trends in term

deposit inflows, which in turn funded the growth in loan receivables. For the year ended 31 March 2025, the actual growth in loan

receivables was 10.1%, and term deposits grew by 36.7%. The loan growth is lower than last year’s forecast, primarily due to lower

demand for new loans throughout the year. On the other hand, the term deposits growth is higher than last year’s forecast due to

more investments received driven by the upcoming Deposit Compensation Scheme increased depositors’ confidence for

the market.

For the year ended 31 March 2026, the forecasted growth in loan receivables is 44.6% which is higher than the most recent

three-year average growth of 22.7%. It reflects the Group’s strategic plan to boost the lending in the downturn OCR environment.

The forecasted growth for term deposits is 28.6%, which is in line with the most recent three-year average growth of 28.1%.

Subsequently, both loan receivables and term deposits are forecasted to grow as per the inflation factor to reflect the uncertainty

of the future.

Lending and Term Deposit Interest rates

Weighted average interest on loans was assumed based on the interest rates and maturities of the existing loans with an

incremental monthly review for new loans during the first forecast period to 31 March 2026. The weighted average lending rate

as at 31 March 2026 was then carried forward for the remainder of the forecast period as a proxy.

Group is anticipating an decrease in weighted average rate on term deposits given the existing competitive nature of the industry

and higher levels of inflation rates. The rate from 31 March 2026 was carried forward for the remainder for the forecast period

as a proxy.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 59

Terminal growth beyond year five
Cash flows beyond the five year period are extrapolated using the estimated long term growth rate of 2.0% which is consistent with

the mid point of the Reserve Bank of New Zealand medium term Consumer Price Index Policy Target range (1% to 3%), with a focus

on keeping future average inflation near the 2% target midpoint. The growth rate does not exceed the long term average for the

products, industries or country in which the CGUs* operate.

*CGU - Cash Generating Unit

Pre-tax discount rate

The discount rates represent the current market assessment of the risks specific to the finance CGU*. The discount rate calculation

is based on the industry segment the CGU* is engaged in, and is derived from its weighted average cost of capital. The weighted

average cost of capital takes into account both the cost of debt and equity, however for the purposes of 31 March 2025 testing we

put target Equity to Capital of 100%. The cost of equity is derived from the expected return on investment by the Group’s investors

using the capital asset pricing model allowing for unsystemic risk adjustments. Segment-specific risk is incorporated by applying

individual beta factors. The beta factors are evaluated based on publicly available market data at the time of testing. Adjustments

to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of

equity. These adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific

risk premium management have considered factors such as:

1) Small Size Risk

2) Key Personnel Dependency Risk

3) Limited Product Line Risk

4) Geographical/Concentration Risk

5) Forecast Risk

The uncertainty in the cash flows for future periods has been built into discount rate.

Sensitivity to change in key assumptions

The most sensitive assumptions in the calculation of value-in-use are term deposits growth, loan receivable growth, weighted

average loan interest rate growth and weighted average term deposit interest rate growth. The following summarises the amount

by which the key assumptions would need to change, with all other assumptions remaining constant, for the recoverable amount

to equal the carrying amount:

HEADROOM/(IMPAIRMENT)

$ ,000

Base assumption48,779

Loan Receivable Growth-49.3%

Term Deposit Growth68.9%

Term Deposit interest rate Growth6.3%

Loan interest rate Growth-6.9%

Terminal growth beyond year 5No material sensitivity

Pre-tax discount rate No material sensitivity

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

60 | GENERAL CAPITAL

The following summarises the impairment or headroom that would have resulted had the noted changes to the “base”
assumptions been made, with all other assumptions remaining constant:

HEADROOM/(IMPAIRMENT)

$ ,000

Base assumption48,779

Loan Receivable Growth + 10% above base92,710

Loan Receivable Growth - 10% below base61,420

Term Deposit Growth + 10% above base65,873

Term Deposit Growth - 10% below base88,247

Term Deposit interest rate Growth + 1% above base64,898

Term Deposit interest rate Growth - 1% below base89,223

Loan interest Growth + 1% above base88,207

Loan interest Growth - 1% below base65,913

*CGU - Cash Generating Unit

Finance (Insurance Premium Funding) CGU*

Pre-tax free cash flows to the firm (FCFF)** has been forecasted based on expected revenue and expenditure growth in the

insurance premium funding business. Interest from premium funding is forecasted to remain flat over the next year due to the

uncertain economic environment and then grow from the year ended 31 March 2027 onwards due to economic recovery.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Finance (Insurance Premium Funding) CGU* are:

1) Net Revenue Expectations through the forecast period

2) Expenditure Expectations through the forecast period

3) Pre-tax Discount rates

4) Terminal Growth rates used to extrapolate cash flows beyond the forecast period

The table below sets out the key assumptions for Finance (Insurance Premium Funding) CGU*:

31 MARCH 2025 ASSUMPTIONS

NET REVENUEEXPENDITUREWORKING CAPITAL

MOVEMENTS

PRE-TAX FCFF***

Actual 31 March 2025 year

413,097 (120,264) 22,948 315,782

Forecast 2026

902,749 (183,347) 173,351 892,752

Forecast 2027

932,832 (192,433) (162,765) 577,634

Forecast 2028

979,172 (201,981) (206,817) 570,374

Forecast 2029

1,025,835 (212,007) (220,898) 592,930

Forecast 2030

1,075,054 (222,535) (232,332) 620,188

Terminal growth beyond year five

2.0%

Pre‑tax discount rate

22.4%

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 61

Net Revenue
Net Revenue is calculated as interest income less interest expense paid to the parent company.

Forecast Revenue consists of:

1) Interest Premiums Revenue: the Group is anticipating that Interest from premium funding will remain flat over the next year

due to the unpredictable state of the economy and then growth from the year ended 31 March 2027 onwards, as economy is

assumed to start picking up.

2) Contract Admin Fee Revenue: This Fee revenue is forecasted to grow inline with the interest premiums revenue.

3) Other Income/Commissions Revenue - incidental ad hoc income based on historic trends.

It is assumed that all projects will be in the form of cash.

Expenditure

The Group is expecting expenditure will stay in line with the revenue trends. The referral expense is the main expenditure which

is driven by the amount of premium funding. Inflationary factor has been allocated to expenditures at 2.5% for the Forecast 2026;

5.0% for Forecast 2027, 2028, 2029 and 2030.

*CGU - Cash Generating Unit

**FCFF - Free Cash flows to the Firm

Pre-tax discount rate

The discount rates represent the current market assessment of the risks specific to the Finance (Insurance Premium Funding)

CGU*. The discount rate calculation is based on the industry segment the CGU* is engaged in, and is derived from its weighted

average cost of capital. The weighted average cost of capital takes into account both the cost of debt and equity. The cost of

equity is derived from the expected return on investment by the Group’s investors using the capital asset pricing model allowing

for unsystemic risk adjustments. The cost of debt is derived from weighted average interest rate paid by the finance segment as

at 31 March 2025. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated based

on publicly available market data at the time of testing. Adjustments to the discount rate are made in order to reflect a pre-tax

discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of

equity. These adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific

risk premium management have considered factors such as:

1) Small Size Risk

2) Key Personnel Dependency Risk

3) Limited product line Risk

4) Geographical/Concentration Risk

5) Forecast Risk

The uncertainty in the cash flows for future periods has been built into the discount rate.

Terminal growth beyond year five

Cash flows beyond the five year period are extrapolated using the estimated long term growth rate of 2.0% which is Westpac

forecast rate. This is also consistent with the mid point of the Reserve Bank of New Zealand medium term Consumer Price Index

Policy Target range (1% to 3%), with a focus on keeping future average inflation near the 2% target midpoint. The growth rate does

not exceed the long term average for the products, industries or country in which the CGUs* operate.

Sensitivity to changes in key assumptions

The most sensitive assumptions in the calculation of value-in-use for the Finance (Insurance Premium Funding) CGU* is

Revenue Growth; Expenses Growth; Discount rate and long term growth rate. The sensitivity test of the amount by which the

key assumptions would need to change, with all other assumptions remaining constant, for the recoverable amount to equal the

carrying amount is not relevant, given that the base assumption is break even position. The following summarises the impairment

or headroom that would have resulted had the noted changes to the “base” assumptions been made, with all other assumptions

remaining constant:

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

62 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

HEADROOM/(IMPAIRMENT)

$

Net Revenue Growth + 10% above base

1,835,357

Net Revenue Growth - 10% below base

488,755

Expenditure Growth + 10% above base

884,787

Expenditure Growth - 10% below base

1,439,325

Pre-tax Discount rate Growth + 1% above base

1,033,958

Pre-tax Discount rate Growth - 1% below base

1,303,442

Terminal Growth rate Growth + 1% above base

1,231,793

Terminal Growth rate Growth - 1% below base

1,098,834

*CGU - Cash Generating Unit

Research and advisory CGU*

Pre-tax free cash flows to the firm (FCFF)** has been forecasted based on expected revenue and expenditure growth in the

research and advisory business.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Research and Advisory CGU* are:

1) Net Revenue Expectations through the forecast period

2) Expenditure Expectations through the forecast period

3) Pre-tax Discount rates

4) Terminal Growth rates used to extrapolate cash flows beyond the forecast period

The table below sets out the key assumptions for Research and Advisory CGU*:

31 MARCH 2025 ASSUMPTIONS

NET REVENUEEXPENDITUREWORKING CAPITAL

MOVEMENTS

PRE-TAX FCFF***

Actual 31 March 2025 year

121,413 (138,547) 56,190 39,056

Forecast 2026

895,818 (612,275) 57,595 341,137

Forecast 2027

918,213 (641,232) 59,034 336,015

Forecast 2028

935,981 (671,596) 60,215 324,600

Forecast 2029

953,764 (703,435) 61,419 311,748

Forecast 2030

972,029 (736,823) 62,648 297,853

Terminal growth beyond year five

2.0%

Pre‑tax discount rate

30.1%

31 MARCH 2024 ASSUMPTIONS

NET REVENUEEXPENDITUREWORKING CAPITAL

MOVEMENTS

PRE-TAX FCFF***

Actual 31 March 2025 year

119,750 (77,281) 4,359 46,828

Forecast 2026

124,417 (77,000) (1,048) 46,369

Forecast 2027

127,397 (78,844) (558) 47,995

Forecast 2028

234,559 (98,051) (586) 135,921

Forecast 2029

239,051 (99,929) (616) 138,506

Forecast 2030

243,605 (101,833) (646) 141,126

Terminal growth beyond year five

2.0%

Pre‑tax discount rate

22.1%

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 63

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

Net Revenue

Net Revenue is calculated as gross revenue less forecast 15% direct commission.

Forecast Revenue consists of :

1) Debt structuring/Brokerage Revenue: the Group is anticipating that Capital Markets will need more professional advice on the structure,

this is backed up by an increasing demand for the service. Group is expecting to perform 4 projects per annum in the forecast period based

on the number of projects performed for the year ended 31 March 2025.

2) Capital Raising/Listing Revenue: No Capital Raising revenue is forecast for the 2 years ended 31 March 2027 due to the unpredictable state

of the economy & anticipated Group commitments. Capital Raising projects are forecast to start in the year ended 31 March 2027 and 31

March 2028 as economy is assumed to start picking up. Capital Raising projects are assumed to run on a 2 year basis and probability of

securing projects is assumed at 70% per year. Value of the projects is set at historic average.

3) Corporate advisory work: A new Head of Corporate Finance appointment was made during the year ended 31 March 2025. It is expected

that there will be an increase in revenue for the coming years resulting from new Mergers & Acquistions (M&A) advisory projects.

4) Other Income/Commissions Revenue - incidental ad hoc income based on historic trends.

Expenditure

The Group is expecting expenditure to stay increase due to the appointment of the new Head of Corporate Finance role. Otherwise,

expenditure will stay in line with historic trends, normalised for unusual/one off events. Most of these form part of the Group recharges based

on resources allocated. Salaries and Wages are driven by the project revenue and labour allocations required, these will increase for the year

ended 31 March 2027 and 31 March 2028, based on the normalised historic levels when Capital Raising/Listing Revenue has been derived.

Inflationary factor has been allocated to expenditures at 5% for the Forecast 2025; 2.5% for Forecast 2026; 2% for the Forecast 2027, 2028 and

2029.

*CGU - Cash Generating Unit

**FCFF - Free Cash flows to the Firm

Pre-tax discount rate

The discount rates represent the current market assessment of the risks specific to the Research and Advisory CGU*. The discount rate

calculation is based on the industry segment the CGU* is engaged in, and is derived from its weighted average cost of capital. The weighted

average cost of capital takes into account both the cost of debt and equity. The cost of equity is derived from the expected return on

investment by the Group’s investors using the capital asset pricing model allowing for unsystemic risk adjustments. The cost of debt is derived

from weighted average interest rate paid by the finance segment to deposit holders as at 31 March 2025. Segment-specific risk is incorporated

by applying individual beta factors. The beta factors are evaluated based on publicly available market data at the time of testing. Adjustments

to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of equity. These

adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific risk premium management

have considered factors such as:

1) Small Size Risk

2) Key Personnel Dependency Risk

3) Limited product line Risk

4) Geographical/Concentration Risk

5) Forecast Risk

The uncertainty in the cash flows for future periods has been built into the discount rate.

64 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

Terminal growth beyond year five

Cash flows beyond the five year period are extrapolated using the estimated long term growth rate of 2.1% which is Westpac forecast rate. This

is also consistent with the mid point of the Reserve Bank of New Zealand medium term Consumer Price Index Policy Target range (1% to 3%),

with a focus on keeping future average inflation near the 2% target midpoint. The growth rate does not exceed the long term average for the

products, industries or country in which the CGUs* operate.

Sensitivity to changes in key assumptions

The most sensitive assumptions in the calculation of value-in-use for the Research and Advisory CGU* is Revenue Growth; Expenses Growth;

Discount rate and long term growth rate. The sensitivity test of the amount by which the key assumptions would need to change, with all other

assumptions remaining constant, for the recoverable amount to equal the carrying amount is not relevant, given that the base assumption is

break even position. The following summarises the impairment or headroom that would have resulted had the noted changes to the “base”

assumptions been made, with all other assumptions remaining constant

HEADROOM/(IMPAIRMENT)

$

Net Revenue Growth + 10% above base

350,886

Net Revenue Growth - 10% below base

(350,886)

Expenditure Growth + 10% above base

(479,546)

Expenditure Growth - 10% below base

27,847

Pre-tax Discount rate Growth + 1% above base

(33,693)

Pre-tax Discount rate Growth - 1% below base

36,128

Terminal Growth rate Growth + 1% above base

13,602

Terminal Growth rate Growth - 1% below base

(12,669)

*CGU - Cash Generating Unit

NOTE 11: INVESTMENT IN SUBSIDIARIES

OWNERSHIP INTEREST HELD

Subsidiary

20252024

Corporate Holdings Limited (CHL)Holding company

100.0%100.0%

General Finance LimitedFinance

100.0%100.0%

Investment Research Group LimitedResearch and advisory

100.0%100.0%

Bridges Financial Services Limited*Insurance Premium Funding

100.0%0.0%

Commercial and General Finance LimitedDormant

100.0%100.0%

General Finance & Investments LimitedDormant

100.0%100.0%

General Finance & Leasing LimitedDormant

100.0%100.0%

General Leasing LimitedDormant

100.0%100.0%

General Loan and Finance LimitedDormant

100.0%100.0%

Mykco Limited (previously named

General Capital Limited)

Dormant

100.0%100.0%

All subsidiaries have a 31 March balance date.

*Bridges Financial Services Limited is owned by subsidiary company General Finance Limited and was acquired in November 2024.

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 65

NOTE 12: INVESTMENTS
20252024

$$

Investment in Cannabis and Bioscience Corporation Limited

-126,624

Investment in unlisted entities

- 126,624

NOTE 13: EQUITY

(a) Ordinary shares

NUMBER$

Balance at 1 April 2023

363,574,975 21,561,120

No movement during the year

Balance at 31 March 2024

363,574,975 21,561,120

1‑ for‑4 share consolidation on 2 August 2024

90,893,813 21,561,120

Ordinary shares issued on 14 March 2025

935,039 262,653

Transaction costs arising on shares issued, and share consolidation

- (12,167)

Balance at 31 March 2025

91,828,852 21,811,606

All ordinary shares rank equally and entitle the holder to participate in dividends and to share in the proceeds of winding up the

Company in proportion to the number of and amounts paid on the shares held. One vote is attached to each fully-paid ordinary

share. Shares have no par value.

On 2 August 2024, General Capital executed a 1-for-4 share consolidation, reducing the total number of shares on issue.

On 14 March 2025, 935,039 shares were issued in accordance with the General Capital Staff Share Scheme and for Director Fee’s.

This resulted in 91,828,852 total shares on issue at 31 March 2025.

(b) Reserves

FINANCIAL

ASSETS AT

FVOCI*

SHARE-BASED

PAYMENTS

TOTAL

RESERVES

$$$

Balance at 1 April 2023

(354,027)34,516 (319,511)

Expired warrants converted to retained earnings

- (16,908) (16,908)

Revaluation of financial assets at FVOCI*

(31,240)- (31,240)

Disposed financial assets transferred to retained earnings net of tax

236,891 - 236,891

Balance at 31 March 2024

(148,376)17,608 (130,768)

Expired warrants converted to retained earnings

- (17,608) (17,608)

Revaluation of financial assets at FVOCI*

(126,624)- (126,624)

Balance at 31 March 2025

(275,000)- (275,000)

*FVOCI - Fair Value through Other Comprehensive Income

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

66 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

NOTE 14: EARNINGS PER SHARE

2025

CENTS

2024

CENTS

Basic earnings per share attributable to the ordinary equity holders*

3.09 2.90

Diluted earnings per share attributable to the ordinary equity holders*

3.09 2.90

Basic earnings per share

2025

$

2024

$

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating basic earnings per share:

2,805,800 2,633,161

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating diluted earnings per share:

2,805,800 2,633,161

2025

NUMBER

2024

NUMBER

Weighted average number of ordinary shares used as the denominator in calculating

basic earnings per share*

90,937,363 90,893,813

Weighted average number of ordinary shares used as the denominator in calculating

diluted earnings per share*

90,937,363 90,893,813

* Calculated as Net Profit after income tax expense divided by the weighted average number of ordinary shares. The prior year

comparative has been restated to reflect the share consolidation (note 13 a) impacting the weighted average number of shares.

NOTE 15: SHARE BASED PAYMENTS

On 14 March 2025, 935,039 shares were issued in accordance with the General Capital Staff Share Scheme and for Director Fee’s. The

staff shares issued were based on a full recourse loan with shares vested immediately. The cash value of the shares issued was $262,653.

The settlement for the Director fees was $17,653 (62,844 shares at $0.002809) and the shares issued to staff was $245,000 (872,195

shares at $0.002809). The equity settled share based payment scheme was measured based on an observable market price of

$0.002809 per share at the lower of five working days weighted average.

Warrants issued to directors and senior managers

During the year ended 31 March 2025, 4,250,000 of warrants lapsed due to non-satisfaction of the terms of the warrant.

(31 March 2024: 4,250,000)

The Senior Management warrants comprise 4,250,000 2024 warrants which entitled the holder to subscribe for one ordinary share for

each warrant exercisable prior to 30 June 2024, at 9.0 cents per share.

The Senior Management warrants are not transferable and require the relevant senior manager to remain employed by or to be a

contractor to the Company at the date of the exercise. The warrants are not quoted on NZX.

DIRECTORS’ AND SENIOR MANAGERS’

WARRANTS1

NUMBER$

Balance at 1 April 2023

8,500,000 34,516

Warrants issued on 27 September 2021 lapsed on non satisfaction of the terms of the warrant

(note 13)

(4,250,000)(16,908)

Balance at 31 March 2024

4,250,000 17,608

Warrants issued on 27 September 2021 lapsed on non satisfaction of the terms of the warrant

(note 13)

(4,250,000)(17,608)

Balance at 31 March 2025

- -

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 67

NOTE 16: OTHER OPERATING EXPENSES
Included in other expenses are the following amounts:

20252024

$$

Directors fees

376,691 463,642

Auditors Remuneration


‑ Audit and other assurance services

- Audit of financial statements (Grant Thornton New Zealand Audit Limited)

282,842 213,708

- Review of quarterly trustee certificates (Grant Thornton New Zealand Audit Limited)

3,075 3,075

Total remuneration paid to auditors

285,917 216,783

Other operating expenses

2,633,150 1,940,569

Total other operating expenses

3,295,758 2,620,994


The above items forming part of Other Operating Expenses are GST exclusive. The prior year financial statements disclosure

reported audit fees as GST inclusive, these have been restated to be shown exclusive of GST.

NOTE 17: TAXATION

17.1 Income tax

20252024

$$

Net operating profit before taxation

3,936,873 3,585,602

Income tax expense at prevailing rates (2025: 28%; 2024: 28%)

(1,102,324)(1,003,969)

Tax impact of expenses not deductible for tax purposes

(27,375)(12,070)

Tax impact of OCI deductible loss

-78,446

Over‑provision of tax in prior year

(1,374)(14,848)

Taxation expense per the statement of comprehensive income

(1,131,073)(952,441)

Comprising

‑ Current Tax

(885,925)(864,434)

‑ Deferred tax

(245,148)(88,007)

(1,131,073)(952,441)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

68 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

17.2 Deferred tax asset

20252024

$$

Balance at beginning of year

182,174 313,454

(Charged) / credited to profit or loss

Increase / (decrease) in impairment loss provision

(28,917)(85,054)

Increase / (decrease) in accrued expenses

6,193 (7,268)

Increase / (decrease) in lease liability

- -

(Increase) / decrease in customer relationship

(216,078)-

Increase / (decrease) in unearned income

(6,346)4,315

Increase / (decrease) in right of use asset

- -

(245,148)(88,007)

(Charged) / credited to other comprehensive income

Changes in the fair value of equity investments at fair value through other

comprehensive income

- (43,273)

(62,974)182,174

Deferred tax attributed to:

20252024

Deferred tax assets:

Impairment loss provision

103,384 132,300

Accrued expenses

40,093 33,899

Fair value of equity investments at fair value through other comprehensive income

- -

Unearned income

9,628 15,974

153,105 182,173

Deferred tax liabilities:

Customer relationship

216,078 -

216,078 -

Net deferred tax assets

(62,973) 182,173

17.3 Imputation credit account

20252024

$$

Balance at beginning of year

2,411,384 966,368

Tax paid

1,141,390 1,460,165

Tax refund received

(93,154)(15,149)

Imputation credits attached to dividend paid

(194,412)-

3,265,208 2,411,384

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 69

NOTE 18: RECONCILIATION OF NET SURPLUS WITH CASH FLOWS FROM OPERATING ACTIVITIES
NOTE20252024

$$

Net profit after tax

2,805,800 2,633,161

Adjustment for non-cash and other items

Movement in allowance for expected credit losses

428,615 59,087

Deferred tax movement

17 245,146 131,281

Depreciation and amortisation

9 85,547 32,647

Loss on sale of carparks

50,000 -

Adjustment for movements in working capital

(Increase) / decrease in loan receivables (net advances)

(14,887,482) (23,144,389)

Increase / (decrease) in term deposits (net receipts)

48,432,344 24,485,708

(Increase) / decrease in accrued interest on loans receivable

(167,989) 62,278

(Increase) / decrease in capitalised loan fees

(396,059) (982,490)

(Increase) / decrease in capitalised interest

(7,245) 23,908

(Increase) / decrease in accounts receivable

(18,328) 41,363

(Increase) / decrease in related party receivable

(2,158) 490

(Increase) / decrease in prepayments and other current assets

(17,873) 50,463

(Increase) / decrease in prepaid commission

30,129 28,164

(Increase) / decrease in Bartercard trade dollars

24,370 72,792

Increase / (decrease) in income tax payable

9,113 (654,274)

Increase / (decrease) in deferred income

954,281 621,151

Increase / (decrease) in interest payable

1,099,404 718,642

Increase / (decrease) in related party payable

(407) (111,044)

Increase / (decrease) in accounts and other payables

2,717,942 111,018

Net cash (outflow) / inflow from operating activities

41,385,150 4,179,956

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

70 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS

Key Management Personnel (KMP) includes the Company’s Directors, subsidiary company Directors, Legal Counsel, and Chief

Financial Officer.

RELATED PARTY RECEIVABLES:

20252024

$$

Key Management Personnel

100,000 235

Moneyonline Limited

2,393 -

Total

102,393 235

RELATED PARTY PAYABLES:

20252024

$$

Key Management Personnel

5,960 6,366

The above amounts payable to related parties are unsecured, interest-free and repayable on demand.

OTHER RELATED PARTY BALANCES:

20252024

$$

Term deposits held by related parties1

734,904 1,300,724

Loans receivable from related parties2

1,120,176 312,288

1 Includes term deposits held by Key Management Personnel, Directors, their families and their controlled entities. During the

year ended 31 March 2025 $587,108 of the Term deposits held by related parties has been approved for early withdrawal on 1

November 2024 in compliance with the Company’s ‘early repayment’ terms of offer criteria included in the Company’s Product

Disclosure Statement. ($645,066 approved for early withdrawal during the year ended 31 March 2024).

2 On 17 March 2025, a further advance on one of the related party capitalised interest loan was approved with balance up to

$486,486. The loan is an arms length transaction conducted on normal commercial terms (31 March 2024: $359,092).

On 19 March 2025, a interest-only loan of $663,300 was approved for a related party (31 March 2024: Nil).

Transactions with related parties

RELATED PARTY

TYPETRANSACTION20252024

$$

Key Management Personnel

(KMP)1

ExpenseShort term Remuneration

1,154,295 1,181,431

ExpenseInterest paid or capitalised on term deposits held by

KMP or their family members

81,109 101,682

RevenueInterest & fee revenue on loans

86,131 -

ExpenseRecharge of expenses

255,431 284,130

Intangible AssetsClient Relationship

- 200,000

Contra ExpenseRecharge of expenses

- 20,238

Expense"Issuance of 62,844 ordinary shares in payment for

previously incurred Director fees"

17,653 -

Staff Share

Scheme

shares issued

100,000 -

1 Key Management Personnel (KMP) includes the Company’s Directors, subsidiary company Directors, Corporate Counsel, and

Chief Financial Officer.

ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS | 71

NOTE 20: ACQUISITION OF BRIDGES FINANCIAL SERVICES LIMITED
On 1 November 2024, General Finance Limited acquired 100% of the shares in Bridges Financial Services Limited.

The details of the business combination are as follows:

FAIR VALUE OF CONSIDERATION TRANSFERRED

NOTE$

Amount settled in cash

2,877,850

Settlement of original shareholder loan

4,954,031

Total

7,831,881

Trade and Other Receivables

8,586,846

Cash and Cash Equivalents

469,261

Customer Relationship

652,000

Total Current Assets

9,708,107

Accounts Payables

3,310,562

Other Payables

182,342

Deferred Tax

182,560

Total Current Liabilities

3,675,464

Identifiable Net Assets

6,032,643

Goodwill on Acquisition

10 1,799,238

BFSL’s contribution to the Company results

BFSL contributed $506,895 of revenue (gross) and $103,873 of profit after tax to the consolidated results of the Company for

the five months from November 2024 to 31 March 2025. If BFSL had been acquired on 1 April 2024, BFSL’s contribution to the

consolidated revenue (gross) of the Company would have been $1,248,540.

NOTE 21: EVENTS SUBSEQUENT TO REPORTING DATE

In May 2025, the Board announced a final dividend of $397,940 to be paid out in July 2025.

The Board also approved a dividend reinvestment plan (DRP).

There has been no matters or circumstance, which has arisen since reporting date that has significantly affected or may

significantly affect:

- the operations, in financial years subsequent to reporting date, of the Group, or

- the results of those operations, or

- the state of affairs, in financial years subsequent to reporting date, of the Group.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2025

72 | GENERAL CAPITAL

07
SHAREHOLDER

& STATUATORY

INFORMATION

ANNUAL REPORT 2025SHAREHOLDER & STATUATORY INFORMATION | 73

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

General Capital Limited (the Company) is a listed company on the NZX Main Board. Prior to 1 July 2019 the Company was listed on

the New Zealand Alternative Market (NZAX).

The Company had one class of quoted financial products on issue during the year ended 31 March 2025.

Ordinary shares

All ordinary shares rank equally with one vote attached to each ordinary share. Ordinary shares entitle the holder to participate in

dividends and the proceeds on the winding up of the Company in proportion to the number of shares held.

LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 29 May 2025)

Ordinary Shares

RANKREGISTERED HOLDER

ORDINARY

SHARES HELD

%

1Borneo Capital Limited

31,730,479 34.55%

2API No 1 Limited Partnership

21,739,131 23.67%

3Brent Douglas King

5,884,828 6.41%

4Citibank Nominees (New Zealand) Ltd

5,500,001 5.99%

5Snowdon Peak Investments Limited

3,720,680 4.05%

6HSBC Nominees (New Zealand) Limited

2,180,216 2.37%

7Owen Arvind Daji

1,757,616 1.91%

8Olivia Ling

1,666,944 1.82%

9Montezemolo Holdings Limited

1,627,986 1.77%

10John Tomson

1,572,431 1.71%

11Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis

1,416,856 1.54%

12New Zealand Depository Nominee Limited

1,127,932 1.23%

13Syed Hizam Alsagoff

1,000,000 1.09%

14Forsyth Barr Custodians Limited

620,006 0.68%

15Austen Herbert Stewart Kyle

504,250 0.55%

16Garth William Ward

459,781 0.50%

17Anthony Edwin Falkenstein

400,000 0.44%

18Lik Sean Chang

373,576 0.41%

19Sii Yih Ting

370,000 0.40%

20Marvin Yen Tuck Yee

350,820 0.38%

84,003,533 91.48%

74 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

SPREAD OF FINANCIAL PRODUCT HOLDERS (as at 30 May 2025)

Ordinary Shares

SIZE OF HOLDING

NUMBER OF

SHAREHOLDERS

%NUMBER OF

ORDINARY SHARES

%

1 ‑ 1,999

487 71.9% 90,694 0.1%

2,000 ‑ 4,999

48 7.1% 140,217 0.2%

5,000 ‑ 9,999

24 3.5% 163,656 0.2%

10,000 ‑ 49,999

55 8.1% 1,353,009 1.5%

50,000 ‑ 99,999

18 2.6% 1,199,514 1.3%

100,000 ‑ 999,999

32 4.7% 7,956,662 8.7%

1,000,000 ‑ 9,999,999

11 1.6% 27,455,490 30.0%

10,000,000 and over

2 0.3% 53,469,610 58.2%

677 100% 91,828,852 100%

Geographic Spread

New Zealand

566 83.6% 83,545,483 91.0%

Malaysia

66 9.7% 2,036,154 2.2%

Rest of World

45 6.6% 6,247,215 6.8%

677 100% 91,828,852 100%

SUBSTANTIAL PRODUCT HOLDERS (as at 31 March 2025)

The following information is provided pursuant to section 293 of the Financial Markets Conduct Act 2013.

As at 31 March 2025 the Company had the following shareholders that are registered by the company as Substantial Product Holders

in the Company, having disclosed a relevant interest in quoted voting products under the Financial Markets Conduct Act 2013.

ORDINARY SHARES% OF VOTING (ORDINARY)

SHARES AT BALANCE DATE

Borneo Capital Limited

31,730,479 34.55%

API No 1 Limited Partnership

21,739,131 23.67%

Brent Douglas King1

9,605,508 10.46%

DMX Asset Management Limited2

7,680,217 8.36%

70,755,335 77.04%

Total Ordinary Shares on issue as at 31 March 2025

91,828,852

1Includes holdings by Brent Douglas King personally and as a sole director and shareholder of Snowdon Peak Investments Limited.

2Includes holdings through Citibank Nominees (New Zealand) Ltd and HSBC Nominees (New Zealand) Limited.

ANNUAL REPORT 2025SHAREHOLDER & STATUATORY INFORMATION | 75

DIRECTORS’ REMUNERATION AND OTHER BENEFITS FOR THE PERIOD ENDED 31 MARCH 2025
Ordinary Shares

DIRECTORS FEES2OTHER

REMUNERATION

$$

Rewi Hamid Bugo1

60,480 60,000

Brent Douglas King3

37,800 417,376

Gregory Stephen James

46,933 -

Paul William Zingel (ceased 31 October 2024)

20,160 -

Megan Dominique Glen (ceased 31 March 2025)

34,560 -

Anita Maria Killeen

34,560 -

Donald Frederick Hattaway (director of subsidiary)

58,536 -

Gregory John Pearce (director of subsidiary)5

44,712 6,180

Geoffrey William Sinclair (appointed 01 August 2024) (director of subsidiary)

25,200 -

362,940 483,556

1Other remuneration paid to Rewi Hamid Bugo comprises of a travel allowance.

2The above fees are recorded exclusive of GST, if any.

3 Other remuneration paid to Brent Douglas King comprises salaries and other benefits paid to Brent Douglas King in his capacity as

Managing Director of General Capital Limited and its subsidiaries. Brent Douglas King’s other remuneration is broken down below.

$

Base Salary

350,000

FY25 Bonus

-

Other benefits4

67,376

417,376

Other Remuneration of the Managing Director:

4 Other benefits comprise of Kiwisaver, vehicle allowance, and a 10% commission on all consulting revenue charged by Investment

Research Group Ltd.

The employment contract between the Company and Brent Douglas King is deemed to be a Material Transaction as defined by the

NZX Listing Rules (the Rules) and is subject to the exception under 5.2.2(e) of the Rules.

5Other remuneration paid to Gregory John Pearce in his capacity as a director is for credit control / recovery and loan administration.

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

76 | GENERAL CAPITAL

DIRECTORS INTEREST REGISTER
DIRECTORS DEALINGS IN QUOTED FINANCIAL PRODUCTS DURING THE YEAR ENDED 31 MARCH 2025

DATE OF

TRANSACTION(S)

FINANCIAL

PRODUCT

NUMBER OF

FINANCIAL

PRODUCTS

ACQUIRED /

(DISPOSED)

CONSIDERATION

(RECEIVED) / PAID $

Brent Douglas King114 March 2025Ordinary Shares 355,999 100,000

Geoffrey William Sinclair 13, 16 & 17 Jan 2025Ordinary Shares 20,817 4,080

Gregory Stephen James16 Dec 24,

7 & 13 Jan 25,

14 March 2025

Ordinary Shares 214,328 47,116

Relevant Interests

1 Shares were acquired during pursuant to the Company Staff Share Scheme.

DIRECTORS QUOTED FINANCIAL PRODUCT HOLDINGS AT 31 MARCH 2025

ORDINARY SHARES

NUMBER

Rewi Hamid Bugo1

31,730,479

Brent Douglas King2

9,605,508

Gregory Stephen James

349,619

Megan Dominique Glen3

21,739,131

Donald Frederick Hattaway (director of subsidiary)4

223,223

Geoffrey William Sinclair (director of subsidiary)

20,817

Gregory John Pearce (director of subsidiary)

12,500

63,681,277

Relevant Interests

1 Deemed relevant interest by virtue of Rewi Hamid Bugo owning more than 20% of the voting products of Borneo Capital Limited

(the registered holder).

2 Includes shares owned by Snowden Peak Investments Limited (the registered holder), of which Brent King is the sole director

and shareholder.

3 Deemed relevant interest by virtue of Megan Dominique Glen owning more than 20% of the voting products of Minatoku

Consulting Limited holding 0.5% interest in the total partnership interest on issue of API No 1 Limited Partnership

(the registered holder).

4 Deemed relevant interest by virtue of Donald Frederick Hattaway being a director of Casrom Trustee Company Limited a trustee

of Romana Benevolent Trust (the registered holders).

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

ANNUAL REPORT 2025SHAREHOLDER & STATUATORY INFORMATION | 77

DIRECTORS INTEREST REGISTER (CONTINUED)
During the year ended 31 March 2025, pursuant to section 140 of the Companies Act 1993 the directors disclosed the

following interests:

Brent Douglas King

Equity Investment Advisers Limited

Moneyonline Limited

Snowdon Peak Investments Limited

Paul William Zingel (ceased 31 October 2024)

Bedford Trust

Rewi Hamid Bugo

Borneo Capital Limited

Megan Dominique Glen (ceased 31 March 2025)

API No1 Limited Partnership

Minatoku Consulting Limited

Donald Frederick Hattaway (director of subsidiary)

Casrom Trustee Company Limited

Romana Benevolent Trust

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993, the Group has provided insurance for and indemnities to, directors and

employees of the Group for losses from actions undertaken in the course of their duties. The insurance includes indemnity costs

and expenses incurred to defend an action that falls outside the scope of the indemnity.

EMPLOYEE REMUNERATION

During the year ended 31 March 2025, the number of employees or former employees of the Group not being directors of General

Capital Limited or subsidiaries, who received remuneration and other benefits in their capacity as employees, the value of which

exceeded $100,000 for the year was as follows:

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

78 | GENERAL CAPITAL

NUMBER OF EMPLOYEES
REMUNERATION RANGE

20252024

$100,000 ‑ $109,999

11

$110,000 ‑ $119,999

--

$120,000 ‑ $129,999

-1

$130,000 ‑ $139,999

21

$140,000 ‑ $149,999

--

$150,000 ‑ $159,000

-1

$160,000 ‑ $169,999

--

$170,000 ‑ $179,999

3-

$180,000 ‑ $189,999

--

$190,000 ‑ $199,999

--

$200,000 ‑ $209,999

--

$210,000 ‑ $219,999

--

$220,000 ‑ $229,999

--

$230,000 ‑ $239,999

--

$240,000 ‑ $249,999

-2

$250,000 ‑ $259,999

1-

DONATIONS MADE

During the year ended 31 March 2025 the Group made total donations of $110.

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

ANNUAL REPORT 2025SHAREHOLDER & STATUATORY INFORMATION | 79

08
CORPORATE

DIRECTORY

0102

REGISTERED OFFICE

General Capital Limited

Level 8, General Capital House

115 Queen Street

Auckland 1010

New Zealand

PO Box 1314

Shortland Street

Auckland 1010

New Zealand

E: info@gencap.co.nz

W: www.gencap.co.nz

T: (09) 526 5000:

AUDITOR

Grant Thornton New Zealand Audit Limited

Level 4, Grant Thornton House

152 Fanshawe Street

Auckland CBD

Auckland 1010

80 | GENERAL CAPITAL

0304
SHARE REGISTER

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

BANKERS

Bank of New Zealand

ANZ Bank New Zealand Limited

ASB Bank Limited

Westpac New Zealand Limited

Heartland Bank Limited

ANNUAL REPORT 2025CORPORATE DIRECTORY

|

81

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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