Correction to 2025 Annual Report
ANNUAL
REPORT
2025
www.cooksco昀昀eecompany.cominfo@cooksco昀昀eecompany.com
02
Chairman’s Report
09
Directors’ Report
10
Independent Auditors’ Report
13
Consolidated Statement of
Pro昀椀t or Loss and Other
Comprehensive Income
14
Consolidated Statement of
Changes in Equity
15
Consolidated Statement of
Financial Position
17
Consolidated Statement of
Cash Flows
18
Notes to the Consolidated
Financial Statements
52
Statutory Information and
Corporate Governance
56
Corporate Governance
Statement
66
Directory
CONTENTS
CHAIRMAN’S
REPORT
Results for the year ended 31 March 2025
Highlights
▪ Total franchisee store sales in UK
& Ireland up 36% at NZ$79.6m
(FY24: NZ$58.2m).
▪ Group revenue was up 43% at
NZ$6.7m v NZ$4.7m in FY24. This
includes NZ$1.0m of sales
through the Dairygold stores for
the 3.5 months from mid-
December 2024. Like for like
revenue (excluding Dairygold
sales) was $5.7m, an increase of
22.1%.
▪ EBITDA excluding impairment
loss of NZ$1.324m v NZ$0.336m
for FY24.
▪ UK store sales were up 35% in
local currency and plus 45% after
allowing for currency conversion
at NZ$55.6m (FY24: NZ$38.3m),
compared to the industry
average of 9%.
▪ Ireland store sales up 22% at
NZ$24.1m, (FY24: NZ$19.9)
compared to the industry growth
of 1% in Ireland.
▪ The awarding of the contract to
manage the cafes within the
Dairygold garden centres is an
important milestone for the
Ireland business.
▪ 89 Group sites in the UK and
Ireland as at 31 March 2025, up
19% from 75 as at 1 April 2024.
▪ Net store numbers growth in UK
of 18% and 20% in Ireland versus
industry growth of 4% in UK and
1% in Ireland.
▪ The new banking arrangement
with Bank of New Zealand (BNZ)
will normalise the debt funding
and reduced interest costs and
has enabled the full repayment of
high cost second tier debt.
▪ The focus on market towns,
housing developments, retail
parks and suburban locations has
been an important contributor
along with the focus on organic
co昀昀ee products and an enhanced
food o昀昀ering, delivered in a warm
and sociable environment by
local owners of the franchised
stores.
▪ Esquires Co昀昀ee Houses Ireland were awarded the Irish
Enterprise Award for 2024 as the ‘Best Modern Organic Co昀昀ee
Shop Enterprise’ & Esquires Caerphilly in Wales was
recognised as the “best ethical co昀昀ee enterprise in Wales at
the Welsh SME News Awards.
▪ Target store numbers for UK & Ireland by FY34 is 300 with a
total of 89 as at the end of FY25 and as at 18th June there are
95 stores in the network in UK & Ireland.
▪ The industry continues to grow with independent research
company Allegra World Co昀昀ee Portal predicting UK store
numbers to grow at 3.0% and Ireland to grow at 2.4% over the
next 5 years.
Operational Business Performance
UNITED KINGDOM
Esquires Co昀昀ee UK store numbers increased to 71 on 31 March 2025,
from 60 as at 31 March 2024, with 14 new Esquires stores opened and
3 closed.
Growth has continued strongly with net 6 additional stores being
opened to 18th June in FY26 with the stores being in Hertford, Clifton
(Nottingham), Maidenhead, Shirley, Leighton Buzzard, Crowthorne &
Camberly. Shepherds Bush closed at the end of March. Sales for the
昀椀rst 11 weeks of the FY26 昀椀nancial year are 30% ahead of the same
period last year with like for like sales up 3.4%.
Esquires Co昀昀ee, Pinner, UK
Keith Jackson, Julie & John McIlhiney, Esquires Co昀昀ee, Caerphilly, UK
FY25 Annual ReportFY25 Annual Report
Esquires Co昀昀ee, Mallow, Ireland
From left to right: Barry Gardner - General Manager, Esquires
Ireland, Brian Taylor – Regional Area Manager, Dairygold, Brendan
Duigenan – Managing Director, Esquires Ireland
IRELAND
Store sales increased by 22% in FY25, totalling NZ$24.1m (FY24 NZ$19.9m). The Dairygold
stores joined the system in December and contributed 5.5% of the total annual sales
for the full year. Like for like store sales were up 4.3% versus FY24.
Systemwide sales in Ireland for the 昀椀rst 11 weeks of the FY26 昀椀nancial year are 23%
ahead of the same period last year with like-for-like sales up 6.8%. The Esquires café in
Galway that is rated the number one café in Galway on Tripadvisor, has grown 41% in
the 昀椀rst 11 weeks of FY26.
Outlet numbers at the end of the year were 18, a growth of 20% with the addition of 4
stores that are based in Dairygold Co-op Super stores. The stores are in Midleton,
Mallow and Carrigaline near Cork and Raheen in Limerick.
As Cooks manage the Dairygold stores
we record actual store sales as revenue
whereas in franchised stores we record
only the royalty from the stores sales.
The same situation applies to costs
where employee and other costs are
shown as they are incurred in the
managed stores but for the franchise
network the costs that are reported
relate to the corporate activities of the
small team.
GLOBAL
Cooks systemwide sales in the global
segment was down on the previous
昀椀nancial year as the Middle East markets
restructured with the closure of 3 stores
in Saudi Arabia as the leases expired and
the end of one of the Jeddah Airport
contracts. The main airport store at
Jeddah Airport continues to perform
well with sales up 12.3% and is the
second highest sales store in the
network. Store sales in Portugal were up
31.5% and Pakistan store sales were up
11.3%.
The company signed a Master Franchise
Agreement in May 2025 to develop into
the rapidly growing Indian market. This
is a very exciting development with
signi昀椀cant potential.
FY25 Annual Report
JOINT VENTURE - BLACK GOO
Cooks & its key regional developer partner in the UK formed a
joint venture to acquire the Black Goo brand. Black Goo stores are
based in Thame in Oxfordshire & Tring in Hertfordshire. The
stores o昀昀er freshly prepared foods and handmade cakes - all
served in stylish eclectic interiors. The consumer positioning is
complementary to the Esquires brand with typically a younger
cohort of consumers.
Signing of the Master Franchise Agreement,
From left to right: Keith Jackson, Jaspreet Singh, Mr. M.S. Aujla
Black Goo Cafe, Tring, UKBlack Goo Cafe, Thame, UK
ENVIRONMENTAL, SOCIAL &
GOVERNANCE (ESG)
Our mission is to deliver exceptional
co昀昀ee experiences while leading with
purpose. We believe pro昀椀tability and
sustainability go hand in hand, and our
commitment to ESG principles is central
to everything we do - from sourcing to
community engagement.
BUILDING A SUSTAINABLE BRAND
Fairness, integrity, and environmental
responsibility are embedded in our
culture. We prioritise sustainably
sourced ingredients, ethical
partnerships and waste-conscious
operations. Recognised for two
consecutive years as Organic Co昀昀ee
Chain of the Year in Ireland and recently
awarded Best Ethical Co昀昀ee
Enterprise in Wales, we are proud to be
setting high standards in our industry.
SUSTAINABILITY IN ACTION
Eco-Friendly Production: All our co昀昀ee is
organic and grown without harmful
chemicals, in harmony with nature.
Sustainable Sourcing: We partner with
the world’s 昀椀rst Carbon Neutral Gold
Standard roastery.
Eco-Friendly Disposables: Our packaging
is fully recyclable or compostable,
including cutlery, cups, and takeaway
materials.
Food Waste Reduction: Our partnership
with Too Good To Go has saved over
25,000 meals - equivalent to the carbon
saved from charging 15 million
smartphones.
FY25 Annual Report
BALANCE SHEET
Total equity in the Company was
NZ$(2.891)m re昀氀ecting primarily to prior
period non-cash write downs in the
past. The comparison for last year was
NZ$(4.001)m.
The BNZ facility was activated on 31st
March and on that day the secured loans
were repaid and a further $1.7m of debt
other than Bank debt was repaid on 2nd
April 2025.
PEOPLE
Katherine Scott joined the company as
the London based CFO in July 2024 and
joined the Board in October 2024. Gareth
Lloyd-Jones and Gordon Robinson joined
the Board as Non-Executive Directors
based in London replacing Mike
Hutcheson and Paul Elliot who retired as
part of the strategic decision to relocate
much of the business to the UK where
the major business activity is based.
FY25 Annual Report
SOCIAL IMPACT & COMMUNITY ENGAGEMENT
We continue to strengthen our ties to local communities, creating welcoming spaces
that support inclusion and connection. As CEO Aiden Keegan said, “Working from home
has been fantastic for us. Our suburban cafés have become the beating heart of their
local communities.”
▪ Mental Health Support: We host regular events for the deaf community and
partner with organisations to reduce isolation and improve wellbeing.
▪ Parent Co昀昀ee Groups: Esquires locations o昀昀er welcoming spaces for mothers
to connect, share and support one another.
▪ Alzheimer’s Co昀昀ee Mornings: Held monthly to provide support and community
for those a昀昀ected by dementia.
MARKET LEADERSHIP WITH RESPONSIBILITY
We are addressing climate change and social impact through:
▪ signing energy-e昀케cient and eco-conscious stores.
▪ Partnering with suppliers who share our sustainability vision.
▪ Implementing operational practices to reduce our carbon footprint.
VISION FOR THE FUTURE
We aim to lead the market with responsibly sourced co昀昀ee, fresh food, locally produced
where practical, and eco-friendly practices.
OUTLOOK
The FY26 昀椀nancial year has begun
strongly with seven new additional
stores opened in the UK in the 昀椀rst 11
weeks of the year with seven opening
and one closing.
The expansion strategy, combined with
strong like-for-like sales growth,
demonstrates the Company’s resilience
and ability to attract and retain
customers in both established and new
locations, as well as Esquires Organic
Co昀昀ee Company’s strong market
position and the e昀昀ectiveness of its
customer engagement strategies.”
Aiden Keegan, CEO Cooks Co昀昀ee Company
Esquires Co昀昀ee, Hertford, UKEsquires Co昀昀ee, Mullingar, Ireland
SUMMARY
Growth for the Esquires brand continues to
exceed reported industry growth in both core
markets and the Board would like to
acknowledge the dedicated performances of
all the parties involved in the Group’s
activities driving the growth plans and
delivering excellent service to our customers
every day.
In the core markets of UK & Ireland around
250,000 customers are now being served each
week by our great team led by our franchisees
along with their sta昀昀, supported by Regional
Developers in the UK and the company’s great
teams in both the UK & Irish markets.
The Company is expecting to continue to grow
at this rate of stores being added per annum
to have more than 300 stores operational in
UK and Ireland by FY34.
G.K. Jackson
Executive Chairman
An ethical café
group with great
cafes owned and
run by local people.
FY25 Annual Report
DIRECTOR’S
REPORT
The directors of Cooks Co昀昀ee Company
Limited present to shareholders the
Annual Report and consolidated 昀椀nancial
statements for Cooks Co昀昀ee Company
Limited and its controlled entities
(together the “Group”) for the year ended
31 March 2025.
The directors are responsible for
presenting consolidated 昀椀nancial
statements in accordance with New
Zealand law and generally accepted
accounting practice, which give a true and
fair view of the 昀椀nancial position of the
Group as at 31 March 2025 and their
昀椀nancial performance and cash 昀氀ows for
the year ended on that date.
The directors consider that the
consolidated 昀椀nancial statements of the
Group have been prepared using
appropriate accounting policies,
consistently applied and supported by
reasonable judgements and estimates and
that all relevant 昀椀nancial reporting and
accounting standards have been followed.
The directors believe that proper
accounting records have been kept which
enable, with reasonable accuracy, the
determination of the 昀椀nancial position of
the Group and facilitate compliance of the
consolidated 昀椀nancial statements with
the Financial Markets Conduct Act 2013.
The directors consider they have taken
adequate steps to safeguard the assets
of the Group and to prevent and detect
fraud and other irregularities.
The directors note that there were no
material changes in the nature of the
business undertaken by the Company in
the past year.
G.K. Jackson
Executive Chairman
Gordon Robinson
Chairman of the Audit
Committee
Esquires Co昀昀ee, Chesterwell, UK
Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited
Independent auditor’s report to the shareholders of Cooks Coffee
Company Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of Cooks Coffee Company Limited
(the Company) and its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2025, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards.
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2025,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
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 we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.
Material uncertainty related to going concern
We draw attention to Note 4 in the consolidated financial statements, which indicates that the Group
reported a net profit from continuing operations of $813,000 for the year ended 31 March 2025 and, as of
that date, the Group reported net liabilities of $2,891,000 and its current liabilities exceeded its current
assets by $341,000. As stated in Note 4, these events or conditions, along with other matters as set forth in
Note 4, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
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. In addition to the matter described in the
Material uncertainty related to going concern section, we have determined the matters described below to
be the key audit matters to be communicated in our report.
Other information
The directors are responsible for the other information. The other information comprises the Chairman’s
report, the Directors’ report, and Statutory information and corporate governance for the year ended 31
March 2025, 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.
Intangible
assets
Area of focus
(refer also to note 15)
The Group has $2.8m of intangible assets
for Global IP rights related to the franchise
system.
Because of the significance to the financial
statements of this balance and the
judgements and assumptions which need
to be applied in determining the
recoverable amounts of the cash
generating unit to which this intangible is
allocated is the reason why we have given
specific audit focus and attention to this
area.
How our audit addressed the key audit
matter
Our audit procedures included:
— Analysed the key assumptions
included in the Group’s impairment
assessment by comparison with
historical data and trends
— Completed sensitivity analysis on key
assumptions including the discount
rate applied and revenue growth rates
Assessed that appropriate disclosure
has been included in the financial
statements
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website:
Audit Report 1-1 » XRB. This description forms part of our auditor’s
report.
The engagement director on the audit resulting in this independent auditor’s report is Michael Wood.
Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent 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 shareholders, as a body, for our audit work,
this independent auditor’s report, or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
26 June 2025
13
FY25 Annual Report
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 31 March 2025
31 March 31 March
2025 2024
Notes $'000 $'000
Continuing operations
Revenue 5 6,728 4,703
Grant and other income 5.1 251 230
Franchisee Incentives and store consumables
(387) (125)
Depreciation and amortisation 16, 21.1 (117) (24)
Impairment loss on receivables 11 (106) (133)
Net foreign exchange (losses)/gains
(14) (29)
Employee costs 6 (2,497) (1,979)
Release Director Fee Accrual 5.2 166 -
Other expenses 7 (2,923) (2,464)
Operating profit/(loss)
1,101 179
Interest Income 21 1,624 1,347
Finance costs on leases 8 (1,702) (1,347)
Finance costs on loans 8 (386) (535)
Share of profit from joint venture accounted for using the equity
method
22 176 -
Profit/(Loss) before income tax
813 (356)
Income tax (expense)/credit 9 - -
Profit/(Loss) for the year from continuing operations 813 (356)
Net Loss for the year from discontinued operations 13.1 - (6,003)
Net Profit/(Loss) for the year attributable to shareholders 813 (6,359)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve
(232) 1,097
Other comprehensive income after tax
(232) 1,097
Total comprehensive Profit/(Loss) for the year
attributable to shareholders
581 (5,262)
Total comprehensive Profit/(Loss) for the year
attributable to Shareholders of the parent arises from:
- Continuing operations
581 866
- Discontinued operations
- (6,128)
581 (5,262)
Profit/(Loss) per share:
Basic and diluted profit/(Loss) per share (New Zealand Cents)
from continuing and discontinued operations:
20.2 1.30 (10.84)
Basic and diluted profit/(Loss) per share (New Zealand Cents)
from continuing operations:
20.2 1.30 (0.61)
Basic and diluted profit/(Loss) per share (New Zealand Cents)
from discontinued operations:
20.2 - (10.23)
This statement should be read in conjunction with the notes to the consolidated financial statements.
14
FY25 Annual Report
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Attributable to Equity holders of the Company
Share
Capital
Foreign
currency
translation
reserve
Share
based
payment
reserve
Accumulated
Losses
Total
Equity
Notes $'000 $'000 $'000 $'000 $'000
Balance at 31 March 2023 58,345 971 2,401 (60,956) 761
Comprehensive loss for the year
Profit/(Loss) for the year - - - (6,359) (6,359)
Other comprehensive income
Release of foreign currency translation
reserve relating to Triple Two
- (140) - - (140)
Change in foreign currency translation
reserve
- 1,237 - - 1,237
Total comprehensive income/(loss) for
the year
- 1,097 - (6,359) (5,262)
Transactions with owners of the
Company
Issue of ordinary shares 20.1 500 - - - 500
Change in foreign currency translation
reserve
- - (2,401) 2,401 -
Total contributions by owners of the
Company
500 - (2,401) 2,401 500
Balance at 31 March 2024 58,845 2,068 - (64,914) (4,001)
Comprehensive loss for the year
Profit/(Loss) for the year - - - 813 813
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Change in foreign currency translation
reserve
- (232) - - (232)
Total comprehensive income/(loss) for
the year
- (232) - 813 581
Transactions with owners of the
Company
Issue of ordinary shares 20.1 529 - - - 529
(Total contributions by owners of the
Company
529 - - - 529
Balance at 31 March 2025 59,374 1,836 - (64,101) (2,891)
This statement should be read in conjunction with the notes to the consolidated financial statements.
15
FY25 Annual Report
Consolidated Statement of Financial Position
As at 31 March 2025
31 March 31 March
2025 2024
Notes $'000 $'000
Current Assets
Cash and cash equivalents 10 2,686 1,174
Trade and other receivables 11 1,604 1,718
Lease receivables 21.1 4,072 2,892
Other current assets 11 696 1,049
Current Assets 9,058 6,833
Non-Current Assets
Property, plant and equipment 16 415 92
Right-of-use assets 21.1 2,449 -
Lease receivables 21.1 21,624 20,163
Intangible assets 15 2,831 2,831
Other non-current financial assets 15 15
Black Goo JV Investment 13 -
Non-current assets 27,347 23,101
Total Assets 36,405 29,934
Liabilities
Current Liabilities
Trade and other payables 17 3,334 4,521
Deferred revenue 18 614 580
Lease liabilities 21.1 4,422 2,892
Borrowings 19 881 1,806
Bank Loans 19 148 -
Current liabilities 9,399 9,799
Non-Current Liabilities
Deferred Revenue 18 2,198 2,696
Lease liabilities 21.1 23,885 20,163
Borrowings 19 900 1,277
Bank Loans 19 2,407 -
Other Liabilities 19 507 -
Non-current liabilities 29,897 24,136
Total Liabilities 39,296 33,935
Net Assets/(Liabilities) (2,891) (4,001)
16
FY25 Annual Report
Equity
Share capital 20.1 59,374 58,845
Accumulated losses (64,101) (64,914)
Foreign currency translation reserve 1,836 2,068
Total equity (2,891) (4,001)
The consolidated financial statements were approved for issue for and on behalf of the Board as at 24 June 2025.
This statement should be read in conjunction with the notes to the consolidated financial statements.
G.K. Jackson
Executive Chairman
Gordon Robinson
Chairman of the Audit Committee
17
FY25 Annual Report
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
31-Mar 31-Mar
2025 2024
Notes $'000 $'000
Operating activities
Cash was provided from:
Receipts from customers 5,736 6,784
Dividends received 163 -
Cash was applied to:
Interest cost (386) (527)
Payments to suppliers (3,267) (2,117)
Payments to employees (2,520) (2,455)
Discontinued operations (612)
Net cash provided from/(applied to) operating
activities 24 (274) 1,073
Investing activities
Cash was provided from:
Disposal of property, plant and equipment
- 12
Cash was applied to:
Purchase of property, plant and equipment (366) (5)
Acquisition of intangible assets -
Principal elements of lease receipts 564
Discontinued operations - (2)
Net cash provided from/(applied to) investing
activities 198 5
Financing activities
Cash was provided from:
Proceeds from borrowings 2,554 810
Proceeds from share issue 478 107
Cash was applied to:
Principal elements of lease payments (573) (24)
Repayment of borrowings (940) (1,047)
Discontinued operations - (195)
Net cash provided from/(applied to) financing
activities 1,519 (349)
Net increase/(decrease) in cash and cash
equivalents held 1,443 729
Cash & cash equivalents at beginning of the year 1,174 445
Effect of exchange rate changes on foreign currency
balances
69
-
Cash & cash equivalents at end of the year 10 2,686 1,174
Composition of cash and cash equivalents:
Bank balances 10 2,686 1,174
This statement should be read in conjunction with the notes to the consolidated financial statements.
18
FY25 Annual Report
Notes to the Consolidated Financial Statements
1. Nature of operations
Cooks Coffee Company Limited (“CCC” or the “Company) and its controlled entities (the “Group”)
principal activity is the food and beverage industry with the primary focus being on operating a
network of cafes internationally via franchised operations.
2. General information and statement of compliance
Cooks Coffee Company Limited is the Group’s ultimate parent company, is incorporated and domiciled
in New Zealand and is listed on the Main board of the New Zealand stock exchange and is listed on the
Aquis Stock Exchange in the United Kingdom.
The address of its registered office is 96 St Georges Bay Road, Parnell, Auckland, 1052, New Zealand.
Cooks Coffee Company Limited is a company registered under the Companies Act 1993 and is an FMC
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The consolidated financial
statements of the Group have been prepared in accordance with the requirements of Part 7 of the
Financial Markets Conduct Act 2013 and the NZX Market Listing Rules.
The consolidated financial statements comprise the Company, its controlled entities and its associates
(together the “Group”). See Note 14.
For the purposes of complying with NZ GAAP, the Group is a Tier 1 for-profit entity. The Company’s
consolidated financial statements comply with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS). They comply with the International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB) and IFRIC interpretations.
The information in the consolidated financial statements is presented in New Zealand dollars which is
the functional currency of the ultimate parent company. Amounts in the consolidated financial
statements have been rounded off to the nearest thousand, or in certain cases, the nearest dollar
unless otherwise stated.
The consolidated financial statements for the year ended 31 March 2025 (“FY25”) were approved and
authorised for issue by the Board of Directors on 24 June 2025.
G.K. Jackson
Executive Chairman
Gordon Robinson
Chairman of the Audit Committee
19
FY25 Annual Report
3. Material accounting policy information
3.1. Going concern
The directors have prepared the consolidated financial statements on the going concern basis. In doing
so significant judgement has been applied. For further details of these assumptions and associated
material uncertainties refer to Note 4.
3.2. Overall considerations
The principal accounting policies applied in the preparation of these financial statements are set out
in the accompanying notes where an accounting policy choice is provided by NZ IFRS, is new or has
changed, is specific to the Group’s operations or relates to material transactions, events or conditions.
These policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements have been prepared using the historic cost basis. The
measurement bases are more fully described in the accounting policies below.
3.3. New and amended standards adopted by the group
The Group has adopted all new or amended NZ IFRS standards and interpretations that are
mandatory for the reporting period beginning on 1 April 2024. The following amendments are
relevant to the Group:
NZ IAS 1 – Classification of Liabilities as Current or Non-current
The amendment to NZ IAS 1 clarifies the criteria for classifying a liability as current or non-current,
particularly in relation to rights to defer settlement. The amendment has been applied
retrospectively. As a result of adopting this amendment, the Group has reviewed the classification of
its borrowings and other liabilities. There was no material impact on the financial statements.
No other new or amended standards had a material impact on the Group’s financial performance or
position.
Standards and Interpretations Issued but Not Yet Effective
Certain new accounting standards and interpretations have been issued but are not yet effective and
have not been early adopted by the Group. These are summarised below:
NZ IFRS 18 – Presentation and Disclosure in Financial Statements
NZ IFRS 18 was issued in March 2024 and is effective for annual periods beginning on or after 1
January 2027, with early adoption permitted.
The Group is currently assessing the potential impact of NZ IFRS 18 on its financial statement
presentation and disclosures. While the standard is expected to result in changes to the format and
structure of the Group’s primary financial statements, the quantitative impact has not yet been
determined.
3.4. Basis of consolidation
The Group consolidated financial statements consolidate those of the parent company and all its
controlled entities as of 31 March 2025. The Group controls an entity if it is exposed, or has rights, to
variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity.
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FY25 Annual Report
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on
intra-group asset sales are reversed on consolidation, the underlying asset is also tested for
impairment from a Group perspective. Amounts reported in the consolidated financial statements of
controlled entities have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
Profit or loss and other comprehensive income of controlled entities acquired or disposed of during
the year are recognised from the effective date of acquisition, or up to the effective date of disposal,
as applicable.
3.5. Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the respective Group
entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate).
Foreign exchange gains and losses resulting from the settlement of such transactions and from the
remeasurement of monetary items at year end exchange rates are recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated
using the exchange rates at the date of the transaction).
Foreign operations
In the Group consolidated financial statements, all assets, liabilities and transactions of Group entities
with a functional currency other than the NZD are translated into NZD upon consolidation. The
functional currencies of the entities in the Group have remained unchanged during the reporting
period.
On consolidation, assets and liabilities have been translated into NZD at the closing rate at the
reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have
been treated as assets and liabilities of the foreign entity and translated into NZD at the closing rate.
Income and expenses have been translated into NZD at the average rate (the use of average rates is
appropriate only if rates do not fluctuate significantly) over the reporting period. Exchange differences
are charged/credited to other comprehensive income and recognised in the currency translation
reserve in equity. On disposal of a foreign operation the cumulative translation differences recognised
in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal.
3.6. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the IRD. In these circumstances, the GST is recognised as part of
the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in
the Statement of Financial Position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis and, except for the GST
components of investing and financing activities, are disclosed as operating cash flows.
3.7. Revenue
Revenue arises mainly from the franchise rights and royalty arrangements that the Group has in place
with franchise holders. The Group also earns revenue from franchisees in the establishment of their
stores.
21
FY25 Annual Report
Under NZ IFRS 15, revenue from Contracts with Customers is recognised either at a point in time or
over time, or when (or as) the Group satisfies performance obligations by transferring the promised
goods or services to its customers.
The transaction price for a contract excludes any amounts collected on behalf of third parties.
The Group recognises contract liabilities for consideration received in respect of unsatisfied
performance obligations and reports these amounts as deferred revenue in the statement of financial
position.
Company operated stores
The Group recognizes revenue from its Company operated stores from direct till receipts for food and
beverage sales at point of sale.
Royalty income from Franchise or Master Franchise Agreements (“MFAs”)
The Group recognises royalty revenue derived from its Franchises and MFAs at a point in time, based
on sales by Franchisees that are reported back to the Company on a monthly basis for sales that
occurred in that month.
Franchise fees
The Group recognises revenue derived from its Country & Regional franchise operations on a straight-
line basis over a period of time that the franchise agreement is in place, which is generally 10 years.
This is the period of time over which the performance obligation is satisfied.
Supplier incentives
Supplier incentives are recognised in the period to which they relate. Where these have been received
in advance of the period to which they relate, they are classified as deferred revenue and released in
the relevant period.
Significant financing components
Using the practical expedient in NZ IFRS 15, the Group does not adjust the promised amount of
consideration for the effects of a significant financing component if it expects, at contract inception,
the period between the transfer of the promised good or service to the customer and when the
customer pays for that good or service will be one year or less.
Other revenue
Other revenue includes services to independent franchisees or other third parties received by the
Group. Other revenues are recognised when reliable estimates of the amounts due to the Group are
deemed to be highly probable.
3.8. Income taxes
Tax expense recognised in the statement of profit or loss comprises the sum of deferred tax and
current tax not recognised in other comprehensive income, or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to or claims from Tax
authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.
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FY25 Annual Report
Current tax is payable on taxable profit, which differs from profit or loss in the consolidated financial
statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of an asset or liability unless the related transaction is a business combination
or affects tax or accounting profit. Deferred tax on temporary differences associated with
investments in controlled entities is not provided if reversal of these temporary differences can be
controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected
to apply to their respective period of realisation, provided they are enacted or substantively enacted
by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised
against future taxable income, based on the Group’s forecast of future operating results which is
adjusted for significant non-taxable income and expenses and specific limits to the use of any unused
tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off
current tax assets and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense
in the statement of profit or loss, except where they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the related deferred tax is also recognised in
other comprehensive income or equity, respectively.
3.9. Employment benefits
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to several state plans and
insurance arrangements for individual employees. The Group has no legal or constructive obligations
to pay contributions in addition to its fixed contributions, which are recognised as an expense in the
period that relevant employee services are received.
Short-term employee benefits
Short-term employee benefits, including annual leave entitlement, are current liabilities included in
employee benefits, measured at the undiscounted amount that the Group expects to pay as a result
of the unused entitlement.
3.10. Impairment testing of other intangible assets, property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are
largely independent cash inflows (cash-generating units). As a result, some assets are tested
individually for impairment, and some are tested at cash-generating unit level. All other individual
assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating unit's
carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and
value-in-use. Any reversal of an impairment loss will be limited to what the carrying amount would
23
FY25 Annual Report
have been, net of depreciation or amortisation, if no impairment had taken place. To determine the
value-in-use, management estimates expected future cash flows from each cash-generating unit and
determines a suitable interest rate in order to calculate the present value of those cash flows. The
data used for impairment testing procedures are directly linked to the Group’s latest approved budget,
adjusted as necessary to exclude the effects of future reorganisations and asset enhancements.
Discount factors are determined individually for each cash-generating unit and reflect management’s
assessment of respective risk profiles, such as market and asset-specific risks factors.
Impairment losses for cash-generating units are charged pro rata to the other assets in the cash-
generating unit. All assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment charge is reversed if the cash-generating
unit’s recoverable amount exceeds its carrying amount.
3.11. Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of
the instrument. Financial assets are derecognised when the Group’s contractual rights to the cash
flows from the financial assets expire or when the Group transfers the financial asset to another party
without retaining control or substantially all risks and rewards of the asset. Ordinary purchases and
sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to
purchase or sell the asset. Financial liabilities are derecognised when the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets
Following NZ IFRS 9 treatment, the Group classifies its financial assets as those to be measured at
amortised cost (loans, trade receivables and lease receivables), and those to be measured at fair value
either through OCI or through profit or loss.
Financial assets that are stated at amortised cost are reviewed individually at balance date. In relation
to the impairment of financial assets, NZ IFRS 9 requires an expected credit loss model (“ECL”). The
expected credit loss model requires the Group to account for expected credit losses and changes in
those expected credit losses at each reporting date to reflect changes in credit risk since initial
recognition of the financial assets i.e. a credit event does not have to have occurred before credit losses
are recognised. The Group has adopted the simplified method for its ECL calculations. Refer to Note
29.2 Credit Risk.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables, other debtors, cash and cash
equivalents and loans and borrowings, which are initially recognised at fair value plus transaction costs
and subsequently measured at amortised cost.
Creditors and accruals are initially recognised at fair value and subsequently measured at amortised
cost.
Interest income and expense
Interest income and expenses are reported on an accrual basis using the effective interest method.
24
FY25 Annual Report
3.12. Intangible assets
Recognition of intangible assets
Acquired intangible assets
Trademarks, global IP rights and rights acquired in a business combination that qualify for separate
recognition are initially recognised as intangible assets at their fair values.
Subsequent measurement
Intangible assets not of an indefinite life are accounted for using the cost model whereby capitalised
costs are amortised on a straight-line basis over their estimated useful lives, as these assets are
considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they
are subject to impairment testing as described in Note 15. As of 31 March 2025, the remaining useful
life for Trademarks is 3 years.
Intangible assets (Global IP rights) of an indefinite life are tested for impairment annually by comparing
their carrying amount with their recoverable amount. An estimate of an assets recoverable amount
made in a preceding period may be used in the impairment test for that asset in the current period
provided certain criteria are met.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference
between the proceeds and the carrying amount of the asset and is recognised in profit or loss within
other income or other expenses.
3.13. Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets classified as held for sale and the assets of a disposal group classified as held for
sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal
group classified as held for sale are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified as held
for sale and that represents a separate major line of business or geographical area of operations, is
part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The results of Group operations are presented
separately in the statement of profit or loss.
3.14. Equity, reserves and dividend payments
Share capital represents the consideration received for shares that have been issued. Any transaction
costs associated with the issuing of shares are deducted from share capital, net of any related income
tax benefits.
Other components of equity include the following:
• Foreign currency translation reserve – comprises foreign currency translation differences
arising on the translation of consolidated financial statements of the Group's foreign entities
into NZD (see Note 3.5),
• Accumulated losses include all current and prior period results.
Dividend distributions payable to equity shareholders are included in other liabilities when the
dividends have been approved in a general meeting prior to the reporting date.
25
FY25 Annual Report
All transactions with owners of the parent are recorded separately within equity.
3.15. Significant management judgement in applying accounting policies and estimation
uncertainty
When preparing the consolidated financial statements, management undertakes a number of
judgements, estimates and assumptions about the recognition and measurement of assets, liabilities,
income and expenses as follows:
Intangible assets
Intangible assets are recognised on business combinations if they are separable from the acquired
entity or give rise to other contractual/legal rights under NZ IFRS 3. The amounts of intangibles are
estimated by using appropriate valuation techniques. The useful economic life of externally acquired
intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis
over their useful economic lives.
Going concern
The considered view of the Board of Directors of the Company is that, after making enquiries, we have
a reasonable expectation that Cooks Coffee Company Limited (the Company) and Group have access
to adequate resources to continue operations for the foreseeable future. For this reason, the Board of
Directors considers the adoption of the going concern assumption in preparing the consolidated
financial statements for the FY25 to be appropriate. (See Note 4).
Leases
Extension and termination options
Extension and termination options are included in a number of leases across the Group. These terms
are used to maximise operational flexibility in terms of managing contracts. The majority of extension
and termination options held are exercisable only by the Group and not by the respective lessor.
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create an
economic incentive to exercise an extension option or not exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
The assessment is reviewed if a significant event or a significant change in circumstances occurs which
affects this assessment and that is within the control of the lessee.
Incremental borrowing rates
Lease liabilities are measured by discounting the lease payments using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the
lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.
26
FY25 Annual Report
To determine the incremental borrowing rate, the Group:
• Uses a build-up approach that starts with a risk-free interest rate, adjusted for the credit risk
spread of the lessee. The credit risk spread is determined by reference to recent third-party
financing received by the individual lessee, or indicative quotes obtained from the lessee’s
primary lender.
• Makes adjustments specific to the lease, e.g. term, security, country and currency.
Impairment testing of intangible assets
In assessing impairment, management estimates the recoverable amount of each asset or cash-
generating unit based on various valuation models as deemed appropriate. Estimation uncertainty
relates to assumptions and judgements used as disclosed in Note 15.
Carrying value of receivables
The allowance for expected credit losses assessment requires a degree of estimation and judgement.
It is based on the lifetime expected credit loss, grouped based on days overdue and makes
assumptions to allocate an overall expected credit loss rate for each group. In making this judgement,
the Group evaluates amongst other factors whether there is objective evidence of significant financial
difficulty of individual customers or customer groups, whether there has been breach of contract such
as default in payment terms, whether it has become probable that the customer or other party will
enter into bankruptcy or other financial reorganisation, the disappearance of an active market for that
customer because of financial difficulties, and national or local economic conditions that could impact
on the customer (see Notes 11 and 29.2). Apart from historical collection rates, the Group also evaluates
forward-looking information that is available. The allowance for expected credit losses, as disclosed in
Note 29.2, is calculated based on the information available at the time of preparation. The actual credit
losses in future years may be higher or lower.
4. Going concern
The Group reported a profit for continuing operations of $813,000 and operating net cash
inflows/(outflows) from continuing operations of $(283,000) for FY25.
As at 31 March 2025, the Group has reported Net Liabilities of $2,891,000 and current liabilities exceed
current assets by $341,000. Included in current liabilities is $614,000 of Deferred Revenue. These
factors indicate that a material uncertainty exists that may cast significant doubt on the Group’s
ability to continue as a going concern.
The ability of the Group to pay its debts as they fall due and to realise their assets and extinguish their
liabilities in the normal course of business at the amounts stated in the consolidated financial
statements and to continue trading has been considered by the Directors in the adoption of the going
concern assumption during the preparation of these financial statements.
The Directors forecast that the Group can manage its cash flow requirements at levels appropriate to
meet its cash commitments for the foreseeable future being a period of at least 12 months from the
date of authorisation of these consolidated financial statements. In reaching this conclusion, the
Directors have considered the achievability of the plans and assumptions underlying those forecasts.
The key assumptions include:
• The group is currently marketing the Regional Development rights for Scotland and Northern
Ireland and expects to sell both regions in FY26.
27
FY25 Annual Report
• Regional Franchisees have contractual commitments to open a certain volume of new stores
each year. The combination of these minimum performance obligations is 20 new stores per
annum.
• Based on the company’s current performances the average store sales in the UK are
GBP£400,000 and the income that the Group derives per store in the first full year of trading
is £20,000.
• The board notes that recent independent research reports show that the UK café industry
grew at 5.2% in store numbers and 8.4% in sales value for the 12 months to January 2025 whilst
Esquires Coffee UK grew at more than double the industry growth rate in both measures. In
Ireland the reported increase in the café industry was 2.1% by store numbers. The UK market
is expected to grow by 2.4% for the period to 2029 whilst in Ireland this growth is expected to
be 2.4% CAGR.
• Budget for the FY26 projects a positive cash inflow of $2,843,000.
Additional information to note include:
• The success of the Regional Developer for the Southeast UK, London, East England & East
Midlands region in establishing eleven (11) new outlets in FY25 compared to the annual
Minimum Performance Obligation (“MPO”) of ten (10) new outlets for the regions.
• The sale of the Master Franchise rights for India will contribute positively in terms of cash in
FY26 with the first tranche of the Master Franchise agreed payments being made.
• Activity is underway to seek to sell further Master Franchises in targeted countries by
leveraging the models in UK & Ireland.
• In Ireland the model is direct between the company and the franchisee and the average store
sales are higher based on a larger average footprint. The average new store numbers are
planned to be 3 per annum over the next ten (10) years. The average income that the company
derives per store in the first full year of trading is €50,000.
• Improvement in economic activity in the United Kingdom and Ireland and targeting specific
locations has seen the continued lift in store revenue levels with the average store sales in the
UK increasing 5.8% in FY25 to £363k.
• The Group has a Cash position of $2,686,000 as at 31 March 2025. This was reduced by the
repayment of debts on 4
th
April of $1,728,000. These repayments were planned as part of the
debt consolidation with the BNZ funding but timing of the receipt of the funds did not allow
for the funds to be repaid in FY25.
The Directors have reasonable expectation that the Group has sufficient headroom in its cash
resources to allow the Group to continue to operate for the foreseeable future or alternatively it can
manage its working capital requirements to create additional required headroom.
Whilst the Directors acknowledge that there are capital raising, credit, exchange and liquidity risks in
the global economic market in which the Group operates. They note the Group has a track record of
obtaining financial support from cornerstone investors and related parties and, where necessary,
negotiating the deferment of debt repayments.
After considering all available information, the Directors have concluded that there are reasonable
grounds to believe that the forecasts and plans are achievable, the Group will be able to pay its debts
as and when they become due and payable, there is sufficient headroom in available cash resources,
and the basis of preparation of the financial report on a going concern basis is appropriate.
Should the Group be unable to continue as a going concern it may be required to realise its assets and
discharge its liabilities other than in the normal course of business and at amounts different to those
stated in the consolidated financial statements. The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of asset carrying amounts or the
amount of liabilities that might result should the Group be unable to continue as a going concern and
meets its debts as and when they fall due.
28
FY25 Annual Report
5. Revenue
The Group’s revenue is analysed as follows for each major category:
Continuing Operations
Discontinued
Operations
31-Mar 31-Mar 31-Mar 31-Mar
2025 2024 2025 2024
$'000 $'000 $'000 $'000
Recurring store franchise fees
(royalties etc)
3,494 3,065 - 64
Supplier Incentives 1,730 1,178 - -
New store construction & fitout
income
24 5 - 618
Franchise fees 493 450 - 99
Sale of food & beverage 987 5 - 522
Group revenue 6,728 4,703 - 1,303
Recurring store franchise fees
The Group receives royalties from franchisees to cover central and marketing services delivered under
the franchise agreements issued which are calculated as a % of store sales, usually on a weekly basis.
Company Operated Stores
The company operated stores opened in mid-December 2024 and are directly owned by Cooks
and not operated by a Franchisee. Revenue arises from direct till receipts for food and
beverage sales. A further store opened on the 5
th
June 2025 bringing the total to 4 stores
operating under the company operated model.
Supplier Incentives
Incentives from suppliers are recognised in the period to which they relate.
Where there are incentives received in advance of the period to which they relate, these are classified
as deferred revenue and released in the relevant period.
New store construction & fit-out income
For new stores where the Group manages and pays for the fit-out of the store, these costs are
recharged along with design fees, project management fees and others relating to fit-out projects.
Franchise fees
Included in franchise fees is the amortisation of deferred revenue related to the sale of country and
regional franchises and revenue from the sale of store franchises. During FY25, the Group’s franchisees
opened net 10 new stores (FY24: 11).
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FY25 Annual Report
Sale of food & beverage
Purchases of food and beverages on behalf of franchisees are recharged along with marketing
materials and sundry consumables.
5.1. Grant & other income
There was no Grant income in FY25 (FY24: nil). Other income of $251,000 in FY25 mainly relates to
franchisee recharges for equipment and licenses.
5.2. Release of liabilities
No liabilities were released in FY24, $166,000 director fee accrual was released in FY25.
6. Employee costs
Expenses recognised for employee costs are analysed below:
Continuing Operations
Discontinued Operations
31-Mar 31-Mar 31-Mar 31-Mar
2025 2024 2025 2024
$'000
$'000
$'000
$'000
Wages, salaries 1,901 1,484 - 595
Defined contribution funds 380 269 - (9)
Other staff costs 216 226 - 22
Employee remuneration 2,497 1,979 - 608
7. Other expenses
Expenses recognised as other costs are analysed below:
Continuing Operations
Discontinued
Operations
31-Mar 31-Mar 31-Mar 31-Mar
2025 2024 2025 2024
$'000 $'000 $'000 $'000
Administration and other costs 430 653 - 272
Directors’ fees 220 181 - -
Selling, marketing and distribution
costs
627 462 - 24
Management fees* 260 240 - -
Professional and consulting services 1,018 600 - 480
Travel costs 369 328 - 59
Other expenses 2,923 2,464 - 835
• Refer to note 24.1 for management fee details
30
FY25 Annual Report
8. Finance costs
Finance costs for the reporting periods consist of the following:
Continuing Operations
Discontinued Operations
31-Mar 31-Mar 31-Mar 31-Mar
2025 2024 2025 2024
$'000 $'000 $'000 $'000
Finance charges - 15 - 5
Interest expense on
leases
1,702 1,347 - -
Interest on loans 386 520 - 7
Finance costs 2,088 1,882 - 12
9. Income Tax and Deferred Tax
The major components of tax expense and the reconciliation of the expected tax expense /credit
based on the domestic effective tax rate of Cooks Coffee Company Limited at 28% and the reported
tax expense/credit in profit or loss are as follows:
31-Mar 31-Mar
2025 2024
$'000 $'000
Profit/(Loss) before tax from continuing operations 813 (356)
Loss before tax from discontinuing operations
- (6,003)
813 (6,359)
Domestic tax rate for Cooks Coffee Company Limited 28% 28%
Expected tax expense (income) on continuing
operations
228 (100)
Adjustment for tax-rate differences in foreign
jurisdictions (81) (40)
Adjustment for non-deductible expenses:
Relating to amortisation of intangible assets - -
Other non-deductible expenses 72 10
Actual tax expense (income) 219 (130)
31
FY25 Annual Report
Tax expense (income) comprises:
Current tax expense (income) 219 (130)
Deferred tax expense (income):
- Origination and reversal of temporary differences - -
- Temporary difference relating to amortisation of
intellectual property on acquisition
- -
- Tax losses adjustment to prior period 141 53
- Tax Losses not recognised - 77
- Unrecognised Tax Losses (360) -
Income tax expense (income)
- -
Income tax expense (income) is attributable to:
Loss from continuing operations - -
Loss from discontinued operations
- -
- -
At 31 March 2025, the Group has deferred tax liabilities of $nil (FY24: nil).
Tax losses
Unused tax losses for which no deferred tax asset has been recognised 21,259 22,592
Potential tax benefit @ 28% 5,953 6,325
No deferred tax asset has been recognised in respect of these tax losses due to the Group's history
of recent losses and the uncertainty over the availability of sufficient future taxable profits to utilise
these losses within a reasonable timeframe. While the Group generated a profit in the current year,
this is the first year of profitability following several years of losses. The Group considers that
further evidence of sustained profitability is required before recognising a deferred tax asset in
respect of carried-forward losses.
10. Cash and cash equivalents
Cash and cash equivalents consist of the following:
31-Mar 31-Mar
2025 2024
$'000 $'000
Cash at bank and in hand denominated in:
NZD 1,993 45
EUR 417 108
GBP 276 1,021
Cash and cash equivalents 2,686 1,174
There are no restrictions on the cash and cash equivalents.
The Group had no overdraft banking facilities as at 31 March 2025 (FY24: $NIL).
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FY25 Annual Report
11. Trade and other receivables and other current assets
Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus
transaction costs (if any).
The Group has recognised expected credit losses in the Statement of Profit or Loss and Other
Comprehensive Income by applying the simplified impairment approach, whereby upon initial
measurement of the trade receivables, the Group considers all credit losses that are expected to occur
during the lifetime of the receivable. The Group has reviewed the historical ageing analysis of gross
trade receivables and considered forward looking macro-economic factors, by geographic region, to
determine the expected credit loss rate. This rate is applied to outstanding gross trade receivables as
at 31 March 2025 to calculate the allowance for expected credit losses.
Trade and other receivables consist of the following:
31-Mar 31-Mar
2025 2024
$'000 $'000
Trade and other receivables
Trade receivables 1,672 1,794
Less: allowance for expected credit losses (68) (76)
Net trade and other receivables 1,604 1,718
Movements in provision
Opening Balance (76) (226)
Bad Debts write-off 8 -
Release/(Additional allowance) for expected credit losses - 150
Closing Balance (68) (76)
31-Mar 31-Mar
2025 2024
$'000 $'000
Impairment loss on receivables comprises of:
Release/(Additional allowance) for expected credit losses 8 150
Bad debts written off (114) (283)
Impairment loss on receivables (106) (133)
Debtors are reviewed each quarter and an assessment made of recoverability of all balances 90 days
or older. Consideration is taken of any corresponding creditor balances, discussions to date with the
debtor, payment plans agreed and being honoured. Based on this review, a provision for doubtful debts
from 15% to 50% of the outstanding debt may be applied. At subsequent quarterly debtor reviews
further provisioning will be applied depending on an assessment of the likelihood of the debtor to clear
the balance.
As at 31 March the ageing of trade receivables is as follows:
31-Mar 31-Mar
2025 2024
$'000 $'000
Trade receivables
Current 190 378
0 to 30 days 286 182
31 to 60 days 135 157
61 to 90 days 80 100
33
FY25 Annual Report
> 90 days 981 977
Trade receivables 1,672 1,794
(a) Other current assets consist of the following:
31-Mar 31-Mar
2025 2024
$'000 $'000
Prepayments 135 123
Deferred Costs 111 122
Accrued Income 429 750
Other short-term assets 21 54
Other current assets 696 1,049
Other short-term assets consist mainly of accrued income for the regional developer agreements.
12. Deferred Costs
In FY25, this relates solely to shares issued to a regional developer deferred over the life of the relevant
agreement.
13. Assets and liabilities classified as held-for-sale and discontinued
operations
There are no remaining sites operated by the Group in the UK as the last one was exited in March 2024
13.1. Financial performance and cash flow information of discontinued operations
The financial performance and cash flow information presented are for the year ended FY25 and FY24.
All discontinued operations were disposed of in FY24.
31-Mar 31-Mar
2025 2024
$'000 $'000
Results of discontinued operation
Revenue - 1,303
Other income - 29
Raw materials and consumables used - (334)
Depreciation and amortisation - (8)
Impairment loss on receivables - (109)
Employee costs - (608)
Other expenses - (837)
Operating loss - (564)
Finance costs - -
Interest on bank and other borrowings
- (13)
Impairment goodwill
- -
Loss on write off of intercompany balances with Triple
two
- (164)
Loss on disposal of subsidiary
- (5,262)
Loss before income tax - (6,003)
Income tax (expense)/credit -
Loss for the year from discontinued operation - (6,003)
34
FY25 Annual Report
Cash flows used in discontinued operation
Net cash used in operating activities - (612)
Net cash used in investing activities - (2)
Net cash used in financing activities - (195)
Net cash flows for the year - (809)
14. Interests in other entities
Interests in material subsidiaries
Country % Holding Principal activity
2025 2024
Bishops Café Limited England 100 100 Food and beverage
Franchise Development Limited NZ 100 100 Black Goo UK, Master Franchisor
Esquires Coffee UK Limited England 100 100
Store Lease Holdings, Food and
beverage
Esquires Real Estate (UK) Limited England 100 100 Store Lease Holding
Esquires Coffee Houses Ireland Limited Ireland 100 100 Food and beverage
Esquires Franchising (UK) Ltd England 100 100
Master Franchisor - Holding Master
Franchise Agreement
Esquires Coffee Houses Europe Limited
Ireland 100 100
Master Franchisor - Holding Master
Franchise Agreement
15. Intangible Assets
Management assessed the recoverable amounts of the Group’s Global IP Rights asset using ‘value in
use’ calculations to assess for any impairment.
Global IP rights were tested for impairment using discounted cash flow projections based on
management approved forecasts for a 5-year period.
The Global IP rights relate to the Esquires franchise system, which is applied to all territories, and
therefore the cash generating unit (“CGU”) considered when assessing the ‘value in use’ of this asset
includes all activity of the group that generates royalty income.
The key assumptions in the models for cash flow projections are those driving the sales forecast. These
have been set based on management’s previous experience of store openings and the franchisee
markets in the UK and Ireland; multiple years of historical sales data for individual stores both in terms
of revenue streams and geographical location and regional developer data on store openings per year.
Main assumptions in the UK sales forecast include:
• FY26 – 21 new stores @ average annualised store sales (adjusted for the projected opening
date) of £400,000 p.a. (FY24: 21 new stores for FY26)
• FY27 – 21 new stores @ average annualised store sales (adjusted for the projected opening
date) of £400,000 p.a. (FY24: 21 new stores for FY27)
• FY28 – 21 new stores @ average annualised store sales (adjusted for the projected opening
date) of £400,000 p.a.
• The 3-year period is phased to equate to 60 new stores which is based on the contractual
obligations of the 3 existing Regional Developers. This does not include any allowance for
Scotland or Northern Ireland Regional Developers that are currently being advertised for. (FY24:
60 new stores for the 3-year period)
• All royalty rates for new stores based on 3.0% to the company and rebates are based on 1.8%.
(FY24: royalty 3% & rebates 1.8%)
35
FY25 Annual Report
The sales forecast for Ireland was based on:
• 3 new stores each year at an average sales per store of €800,000 p.a. Store openings spread
throughout the year. Please note that FY26 has 4 stores included due to the delay in opening
of Bagenalstown which was due to open in September 2024.
• Royalty rates for new stores based on 7.0% to the company and rebates are based on 2.3%.
(FY24: royalty 7% & rebates 2.4%).
Other key assumptions in the models for cash flow projections were:
• FY26 being a full year of “normal trading” in core markets and the benefits of the new store
acquisition program.
• Long term growth rate of 2.0% per annum from FY29 onwards; (FY24: 2%)
• Pre-tax discount rate of 11.5% per annum increased by 1% to 12.5% (FY24: 13.2% per annum
increased by 1% to 14.2%) to recognise intangible asset dependency.
Trademarks, Global IP Rights and Franchise Rights:
The Group acquired trademarks, Global Intellectual Property rights (“Global IP Rights”) and Franchise
Rights through business acquisitions.
Trademarks
Global IP
Rights
Franchise
Rights Total
$'000 $'000 $'000 $'000
Cost
Balance at 1 April 2023 93 3,245 5,041 8,379
Disposal of subsidiary
- - (5,041) (5,041)
Balance at 31 March 2024 93 3,245 - 3,338
Additions - - - -
Balance at 31 March 2025 93 3,245 - 3,338
Accumulated amortisation
Balance at 1 April 2023 (73) (434) (991) (1,498)
Disposal of subsidiary
- - 991 991
Balance at 31 March 2024 (73) (434) - (507)
Amortisation charge for the
year - - - -
Balance at 31 March 2025 (73) (434) - (507)
Carrying amounts
At 31 March 2024 20 2,811 - 2,831
At 31 March 2025 20 2,811 - 2,831
Based on the ‘value in use’ calculations, the recoverable amount for Global IP rights was assessed by
management to be above its existing carrying value with no impairment required. Management’s
assessment is that a change in a key assumption would not impact the carrying value to exceed the
recoverable amount.
36
FY25 Annual Report
16. Property, plant and equipment
Furniture
& Fittings
Plant &
Equipment
Computer
Equipment
Motor
Vehicles Total
$'000 $'000 $'000 $'000 $'000
Cost
Balance at 1 April 2023 13 124 202 14 353
Additions 1 1 3 - 5
Disposals (5) (67) (39) (14) (125)
Balance at 31 March 2024 9 58 166 - 233
Balance at 1 April 2024 9 58 166 - 233
Additions 71 62 233 366
Disposals (2) (2)
Balance at 31 March 2025 80 120 397 - 597
Accumulated depreciation
Balance at 1 April 2023 (2) (93) (110) (6) (211)
Depreciation (1) (9) (20) (1) (31)
Disposals - 55 39 7 101
Balance at 31 March 2024 (3) (47) (91) - (141)
Balance at 1 April 2024 (3) (47) (91) - (141)
Depreciation (1) (3) (27) (31)
Disposals (10) (10)
Balance at 31 March 2025 (4) (50) (128) - (182)
Carrying amounts
At 31 March 2024 6 11 75 - 92
At 31 March 2025 76 70 269 - 415
17. Trade and other payables
Trade and other payables recognised are all short-term and consist of the following:
31-Mar 31-Mar
2025 2024
Trade and other payables $'000 $'000
- Trade payables 1,651 3,014
- Related party payables* 818 649
- Other payables 865 858
Trade and other payables 3,334 4,521
Trade payables
Within Terms 337 701
Overdue 1,314 2,313
Trade payables
1,651 3,014
37
FY25 Annual Report
The carrying value of trade and other payables classified as financial liabilities measured at amortised
cost approximates fair value. Refer to Note 29.1 on foreign currency risk.
* Further information relating to related party loans and other related party liabilities are set out in
Note 25.
18. Deferred revenue
Below is the breakdown of the current and non-current deferred revenue as presented in the Balance
Sheet.
UK & Ireland
Franchising
Global
Franchising
& Design
Total
$'000 $'000 $'000
Opening balance as of 1 April 2023 2,972 40 3,012
Additions/(Decreases) during the year 2,186 - 2,186
Recognised as:
Franchise fees during the year (369) - (369)
Disposal of subsidiary (1,553) - (1,553)
Closing balance as of 31 March 2024 3,236 40 3,276
- Current 570 10 580
- Non Current 2,666 30 2,696
UK & Ireland
Franchising
Global
Franchising
& Design
Total
$'000 $'000 $'000
Opening balance as of 1 April 2024 3,236 40 3,276
Additions/(Decreases) during the year - (40) (40)
Recognised as:
Franchise fees during the year (424) - (424)
Disposal of subsidiary - - -
Closing balance as of 31 March 2025 2,812 - 2,812
- Current 614 - 614
- Non Current 2,198 - 2,198
The deferred revenue is made up of regional developer fees being recognised over the term of the
agreement and loyalty bonuses from suppliers, also being recognised over the term of the agreement.
38
FY25 Annual Report
19. Borrowings and other liabilities
Current Non-Current Current
Non-
Current
31-Mar 31-Mar 31-Mar 31-Mar
2025 2025 2024 2024
$'000 $'000 $'000 $'000
Borrowings
Finance Loans 2 - 921 210
Bank Loans** 148 2,407 - -
Related Party Loans* 879 900 885 1,067
Other Liabilities - 507 - -
1,029 3,814 1,806 1,277
* Further information relating to related party loans and other related party liabilities are set out in
Note 25.
** This amount consists of 2 loans with BNZ:
$1,000,000 - Business loan, term 5 years, Interest rate variable 8.37%, Principal and Interest
payments over 60 months, Guarantor Keith Jackson and Patricia Frances Jackson and Philip Mack
Picot in their capacity as trustees of Nikau Trust.
$1,600,000 – Housing term loan, term 15 years, Interest rate variable 6.94%, Interest only for 1 year
then 168 monthly minimum payments of principal and Interest, Guarantor Keith Jackson and
Patricia Frances Jackson and Philip Mack Picot in their capacity as trustees of Nikau Trust.
Fair value
The fair value of current borrowings approximates to the carrying amount and the impact of
discounting is not significant.
20. Equity
20.1. Share Capital
The share capital of Cooks Coffee Company Limited consists of issued ordinary shares. All shares are
equally eligible to receive dividends and the repayment of capital. The shares have no par value.
Movements of share capital 31-Mar-25 31-Mar-24
Number of Shares issued:
No. of
Shares No. of Shares
Ordinary shares opening balance 60,002,448 60,726,349
Ordinary shares issued 4,736,222 2,706,262
Ordinary shares cancelled - (3,388,837)
Ordinary shares buyback - (41,326)
Ordinary shares consolidation - -
Total ordinary shares authorised at 31 March 64,738,670 60,002,448
Movements of share capital 31-Mar-25 31-Mar-24
Value of Shares issued: $'000 $'000
Ordinary shares opening balance 58,845 58,345
Ordinary shares buyback - (5)
Ordinary shares issued less share issue expenses 529 505
Total ordinary shares authorised at period end 59,374 58,845
39
FY25 Annual Report
During the year ended FY25, the company issued 4,736,222 new shares (FY24: 2,706,262), bought back
nil shares and cancelled nil shares (FY24: 3,388,837) bringing the total issued shares to 64,738,670
(FY24: 60,002,448). The company now has 64,238,670 quoted shares and 500,000 non-voting shares
on issues.
20.2. Profit/(Loss) per share
The calculation of basic and diluted Profit/(loss) per share for the year ended FY25 was based on the
weighted average number of ordinary shares on issue. The calculation of diluted earnings per share for
the year ended FY25 was based on the weighted average number of ordinary shares.
31-Mar-25 31-Mar-24
Weighted average ordinary shares issued 62,517,827 58,526,330
Basic and diluted Profit/(loss) per share (New Zealand
Cents) from continuing and discontinued operations:
1.30 (10.84)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing operations:
1.30 (0.61)
Basic and diluted loss per share (New Zealand Cents)
from discontinued operations:
- (10.23)
Net tangible assets per share (New Zealand Cents)
(9.06) (11.39)
Total Profit/(loss) attributable to shareholders
813 (6,359)
Profit/(Loss) from continuing operations
813 (356)
Loss from discontinued operations
- (6,003)
The weighted average numbers of shares are calculated below:
Weighted average number of shares 31-Mar-25 31-Mar-24
Number of Shares issued:
No. of
Shares
No. of
Shares
Ordinary shares opening balance 60,002,448 60,726,349
Ordinary shares issued 2,515,379 422,569
Ordinary shares cancelled - (2,611,071)
Ordinary shares bought back on-market and cancelled - (11,517)
Total ordinary shares authorised at 31 March 62,517,827 58,526,330
20.3. Shares held by ESOP / Treasury shares
1,652,047 shares were issued in FY25 (FY24: 165,225). 1,004,611 were transferred during the year leaving
812,661 in treasury shares at year end.
21. Leases
The Group leases stores and office premises from various third-party landlords and subsequently re-
leases them to the franchisees under separate lease contracts. This lease arrangement is limited to
the franchises in the UK and Ireland only. Lease contracts are typically made for fixed periods of 5 to
10 years but may have extension options. Lease terms are negotiated on an individual basis and contain
a wide range of different terms and conditions. The lease agreements do not impose any covenants,
but leased assets may not be used as security for borrowing purposes. The Group has concluded that
it retains control of the leased properties which have been sub-leased to franchisees.
40
FY25 Annual Report
Right-of-Use Assets
The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses and adjusted for certain remeasurements of the lease liability.
Costs included in the measurement of the right-of-use asset comprise the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date, less any lease incentives
received;
• any initial direct costs incurred by the lessee; and
• an estimate of the restoration costs to be incurred by the lessee, recognised and measured
applying NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Depreciation is charged so as to write off the cost of assets, over the lease term using the straight-
line method.
Lease Liabilities
The lease liability is initially measured at the present value of the future lease payments over the lease
term that are not paid at the commencement date, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the lessee's incremental borrowing rate, being the
rate that the lessee would have to pay to borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment.
Generally, the Group uses the lessee's incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that are based on an index or a discount rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by
lease payments made. It is remeasured when there is a change in future lease payments arising from:
• A change in an index or a discount rate;
• A change in the estimate of the amount expected to be payable under a residual value
guarantee;
• Changes in the assessment of whether a purchase or extension option is reasonably certain to
be exercised or a termination option is reasonably certain not to be exercised; or
• A lease modification that is not accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is
a lessee that include renewal options. The assessment of whether the Group is reasonably certain to
exercise such options impacts the lease term, which significantly affects the amount of lease liabilities
and right-of-use assets recognised.
41
FY25 Annual Report
Finance Lease Receivables
Where the sublease is classified as a finance lease, the Group recognises the assets held under a
finance lease in its statement of financial position and presents them as a finance lease receivable at
an amount equal to the net investment in the lease.
The net investment in the lease is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted using the interest rate implicit in the lease, or in
the case of a sublease, if the interest rate implicit in the sublease cannot be readily determined, the
discount rate used for the head lease (adjusted for any initial direct costs associated with the sublease).
Lease payments included in the measurement of net investment comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives payable;
• variable lease payments that are based on an index or a rate;
• any residual value guarantees provided to the lessor;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
The finance lease receivable is subsequently increased by the interest income on the finance lease
receivable and decreased by lease payments received. It is remeasured when there is a lease
modification that is not accounted for as a separate lease.
21.1. Amounts recognised in the Statement of Financial Position
The Statement of Financial Position shows the following amounts relating to leases:
Right-of-use assets
31-Mar 31-Mar
2025 2024
$'000 $'000
Property
Cost - 3,196
Less: Accumulated depreciation - (1,592)
Net book value as at 1 April 2024 - 1,604
Additions 2,532 -
Remeasurement of lease liability - -
Movement in FX - -
Depreciation expense (83) -
Disposal - (1,604)
Net book value as at 31 March 2,449 -
Cost 2,532 -
Less: Accumulated depreciation (83) -
Net book value as at 31 March 2,449 -
The right-of-use assets relate to the Dairy Gold lease, 4 corporate-operated stores in Ireland.
Lease liabilities
31-Mar 31-Mar
42
FY25 Annual Report
2025 2024
$'000 $'000
Current 4,422 2,892
Non-current 23,885 20,163
Total lease liabilities 28,307 23,055
Finance lease receivables
31-Mar 31-Mar
2025 2024
$'000 $'000
Current 4,072 2,892
Non-current 21,624 20,163
Total finance lease receivables 25,696 23,055
The average effective Incremental Borrowing Rate in FY25 is 5.7% per annum (FY24: 5.7% per annum).
21.2. Amounts recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows the following
amounts relating to leases:
31-Mar 31-Mar
2025 2024
$'000 $'000
As a lessee:
Interest expense on lease liabilities 1,702 1,347
Depreciation expense on right-of-use assets (included in
depreciation and amortisation)
83 -
Interest income from subleases classified as finance
leases
1,624 1,347
21.3. Maturity analysis of lease payments
Lease liabilities as the lessee:
31-Mar 31-Mar
2025 2024
$'000 $'000
Less than one year 4,422 2,892
One to five years 18,571 12,429
More than five years 5,314 7,734
Total lease liabilities 28,307 23,055
43
FY25 Annual Report
Finance lease arrangements as the lessor:
31-Mar 31-Mar
2025 2024
$'000 $'000
Year 1 5,567 4,296
Year 2 5,656 4,573
Year 3 5,317 4,517
Year 4 4,631 4,235
Year 5 3,264 3,599
Onwards 8,729 9,788
Lease payments 33,164 31,008
Gross investment in the lease 33,164 31,008
Less: unearned finance income (7,468) (7,953)
Present value of minimum lease payments receivable
25,696 23,055
Net investment in the lease 25,696 23,055
22. Black Goo Joint Venture
During the financial year, Franchise Development Limited (FDL) entered into a joint venture
arrangement with Esquires Coffee Holdings to form Black Goo (UK) Limited. FDL holds a 50% interest
in the Joint Venture, which is accounted for using the equity method in accordance with IAS28.
The Group’s share of profit from the Joint Venture for the year ended 31
st
March 2025 was $176,000
(2024: nil), which has been recognised in the consolidated statement of profit under “Share of profit
from joint venture accounted for using the equity method”. Cash of £75,000 was paid out to both
shareholders in the form of a dividend.
23. Fees paid to auditor
The Auditor of the Group for 31 March 2025 is William Buck Audit (NZ) Ltd. The sole auditor for UK firms
is Rouse Partners LLP.
31-Mar 31-Mar
2025 2024
$'000 $'000
Audit of financial statements
- Statutory Audit 86 81
- Overseas firms Audit 58 37
Total fees paid to auditor 144 118
44
FY25 Annual Report
24. Reconciliation of cash flows from operating activities
31-Mar 31-Mar
2025 2024
$'000 $'000
Profit/(Loss) after tax
813 (356)
Add non-cash items:
Depreciation 117 24
Amortisation of intangible assets
Impairment loss on receivables 106 133
Net foreign exchange gains/(losses) 14 29
Lease interest on right of use asset 78 -
Release of director fee accrual 166 -
Joint venture share of profits excluding actual dividends received (13) -
Add/(Less) movements in assets/liabilities: (1,555) 1,855
Net cash flow applied to operating activities from continuing
operations (274) 1,685
25.Related party transactions
The Group’s related parties include the directors and senior management personnel of the Group, and
any associated parties as described below. Unless otherwise stated, none of the transactions
incorporate special terms and conditions and no guarantees were given or received.
• Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson & Associates
Limited and Weihai Station Limited and a trustee of Nikau Trust.
• Mike Hutcheson is a director of Image Centre Limited and Lighthouse Ventures Holdings
Limited, resigned 10 July 2024.
• Paul Elliott is a director of Elliott Capital Advisors Limited, resigned as director of CCC 30
th
September 2024.
• Michael Ambrose is a director of Ashville Consultancy Limited.
• Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Holding Limited,
SPAR China Group Ltd & Jiajiayue Group Limited.
• Elena Garside is a director of Garside & Garside Ltd.
• Tony McVerry is a director of Esquires Coffee Houses Ireland Limited (ECHI), resigned as
executive of ECHI 30
th
June 2024.
• Aiden Keegan is a director of Esquires Coffee UK Limited.
• Gareth Lloyd-Jones is a director of Argentine Steakhouse (BIDCO) Ltd, Buenasado (Reading)
Ltd, High Road Restaurant Group BIDCO Ltd, High Road Restaurant Group HOLDCO Ltd & The
Small & Friendly Pub Co Ltd.
• Gordon Robinson is a director of Sterling BAPC Ltd & KCR Residential REIT PLC.
• Black Goo (UK) Ltd joint venture arrangement with Esquires Coffee Holdings and Franchise
Development Limited. Refer to Note 22 for more details of transactions in the year.
Number of shares held by directors and other related parties:
31st March
2025
31st March
2024
Keith Jackson (including related parties) 13,315,845
13,316,049
Jiajiayue Holding Group (including related parties) 10,591,374
10,591,374
Yunan Health & Tourism Holdings 6,714,643
6,714,643
45
FY25 Annual Report
Crown Kj Nominees 4,086,769 4,086,769
CCC Employee Trust 812,661 165,225
Michael Ambrose 1,050,000
1,050,000
Paul Elliott 552,129
552,129
Michael Hutcheson (including related parties) 87,843
88,020
Aiden Keegan 114,166
114,166
Gareth Lloyd Jones 150,000 -
Gordon David Robinson 150,000 -
25.1. Transactions with related parties
The following transactions occurred with related parties during the year:
31-Mar 31-Mar
2025 2024
$'000 $'000
Purchases of goods and services
Purchase of management services* 260 240
Interest paid to related parties 233 282
Other transactions
Related party receivables - -
Subscriptions for new ordinary shares 50 181
Funding loans advanced by related parties - 210
During the year, the Company incurred management fees of $260,000 to Keith Jackson, in respect of
management and advisory services provided. These fees were agreed on normal commercial terms
and approved by the Board. These fees remained outstanding as at the date of signing of these
accounts and are included in the related parties balance in note 25.2.
The above values are exclusive of GST or VAT if any.
25.2. Balances outstanding with related parties
31-Mar 31-Mar
2025 2024
$'000 $'000
Outstanding balances arising from purchases of goods
and services
Entities controlled by key management personnel 818 649
Loans from related parties
Balance beginning of the year 1,952 1,842
Loans advanced - 210
Loans repaid (11) (60)
Net foreign exchange effects 6 8
Loan converted to shares (50)
Interest charged 233 234
Interest paid (351) (282)
Balance end of period 1,779 1,952
Other liabilities to related parties
46
FY25 Annual Report
Balance beginning of the year - 560
Contingent liability disposed of - (560)
Net foreign exchange effects - -
Balance end of period - -
Other receivables from related parties
Issued capital not yet received - -
The above values are inclusive of GST or VAT if any.
Related party loans and liabilities either have no interest or carry interest rates ranging from 10% - 15%
pa. They have terms of either being on-call or subordinated debt and with an option of conversion to
equity if mutually agreed. There is no security for these related party loans and liabilities, though one
of the related parties has provided personal property as security to one of the third-party loans owed
by the company.
During the year, the Nikau Trust converted $50,000 of it’s loan into 250,000 ordinary shares.
25.3. Transactions with directors and senior management personnel
Key management of the Group are the executive members of Cooks Coffee Company Limited’s Board
of Directors and senior management. Directors and senior management personnel payments
(exclusive of GST if any) made during the year includes the following expenses:
31-Mar 31-Mar
2025 2024
$'000 $'000
Short-term employee benefits
1,351 1,079
Share based payments
- -
1,351 1,079
26. Segment reporting
The Group’s reportable segments are business units deriving Royalties, Product Sales to Franchisees
and managed café sales in geographical locations. The New Zealand segment represents head office
operations for the Group.
During the current financial year, the Group revised the presentation of its operating segments to
provide a more detailed breakdown of its geographical operations. Previously reported segments have
been further disaggregated to reflect internal management reporting and decision-making more
accurately. As a result, the comparative information for the year ended 31 March 2024 has been
restated to conform to the current year’s segment presentation. The restatement had no impact on
the Group’s total revenue, profit, or net assets for the comparative period.
Segment information for the reporting period is as follows:
47
FY25 Annual Report
31/03/2025
Global
franchising
& retail
UK
franchising
New
Zealand
IRE
franchising
Managed
Cafes
Total
Global operational splits $'000 $'000 $'000 $’000 $,000 $'000
Revenue 137 3,285 -2,319987 6,728
Grant and other income -157-94-251
Release of liabilities ------
Franchisee rebates (2)(49)-(27)-(78)
Consumables used - food &
Beverage
- - - - (309)(309)
Depreciation and amortisation -(8)(1)(21)(87)(117)
Impairment loss on receivables (40)(45)-(21)-(106)
Net foreign exchange (losses)/gains 9 5(28)-- (14)
Employee costs -(1,228)(93)(710)(466)(2,497)
Other Expenses (48)(741)(1,263) (517)(188) (2,757)
Operating (loss)/profit 56 1,376 (1,385) 1,117 (63)1,101
Finance costs, net -(13)(365)(8)(78)(464)
Share of profit of joint ventures 176 - - -- 176
Profit/(Loss) before income tax 232 1,363 (1,750) 1,109 (141)813
Income tax (expense)/credit - - - - --
Profit/(Loss) for the year from
continuing operations
232 1,363 (1,750) 1,109 (204)813
Non-current assets
Intangible assets 42 1,308 1,481 -
-
2,831
Property, plant and equipment -2231 70 121 415
Continuing operations
31/03/2024
Global franchising &
retail
UK
franchising
New
Zealand
IRE
franchising
Total
Global operational splits $'000 $'000 $'000 $’000 $'000
Revenue 76 2,539 34 2,054 4,703
Grant and other income -82-148230
Franchisee rebates and
consumables used
-(21)-(102)(123)
Depreciation and
amortisation
-(7)(1)(15)(23)
Impairment loss on
receivables
-(133)- - (133)
Net foreign exchange
(losses)/gains
2 -(32)-(30)
Employee Costs -(991)(133)(855) (1,979)
Other expenses (90)(635)(1,317) (424) (2,466)
Operating (loss)/profit (12)834(1,449) 806 179
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FY25 Annual Report
Finance costs, net - (14) (512) (9) (535)
Profit/(Loss) before
income tax
(12) 820 (1,961) 797 (356)
Income tax
(expense)/credit
- - - -
Non-current assets
Intangible assets 42 1,308 1,481 - 2,831
Property, plant and
equipment
- 17 1 74 92
27. Contingent Liabilities
There were no contingent liabilities as at 31 March 2025 (FY24: $nil).
28. Capital commitments
There were no capital commitments as at 31 March 2025 (FY24: $nil).
29. Financial risk management
Due to the broad range of the Group’s activities, there is exposure to a variety of financial risks:
• Market risk (including currency risk and interest rate risk);
• Credit risk; and
• Liquidity risk
The Group’s risk management programme focuses on minimising the potential adverse effects of
these risks. The Group’s business is primarily denominated in foreign currencies. The Group holds New
Zealand dollars and other currencies to settle transactions in the normal course of business.
29.1. Market risk
Foreign Currency Risk
The Group operates internationally and is exposed to foreign currency risk arising from various
currency exposures. Although the NZD remains the main currency for corporate funding and Group
reporting, the number of transactions denominated in NZD is diminishing as the growth in the
overseas market outweighs the operations in the New Zealand market. As disclosed in Note 26
Segment Reporting, there was no revenue generated from the New Zealand segment which indicates
that the Group’s exposure to foreign currency risk has increased.
A significant amount of the Group’s transactions are carried out in currencies other than in New
Zealand Dollars. The Group has debt or liabilities denominated in foreign currency which is not hedged.
Exposures to currency exchange rates arise from the Group’s overseas company holdings (Ireland and
United Kingdom), and foreign currency denominated income for New Zealand domiciled companies
(royalties, store openings, design and other franchise fees, product sales). These are primarily
denominated in European currency (EURO) and Pounds Sterling (GBP).
As disclosed in Note 26 Segmental Reporting, global franchising and retail and UK & Ireland franchising
are all primarily transacted in foreign currency.
49
FY25 Annual Report
Management has performed a sensitivity analysis for any potential foreign currency risk faced by the
group. Based on the current year results, in the event that the NZD weakens against GBP and GBP/NZD
exchange rate decreases by 5%, the impact on the group result is the profit will be decreased by
$38,245. If the GBP/NZD exchange rate increases by 5%, the group profit will be increased by $76,491.
In the event that the NZD weakens against the Euro and EURO/NZD exchange rate increases or
decreases by 5%, the impact on the group result is the profit will be decreased by $18,682. If the
EUR/NZD exchange rate increases by 5%, the group profit will be increased by $37,364.
More significant is the revaluation of the intercompany balances on consolidation as these are
denominated in GBP and Euro in the UK and Ireland companies and, due to the large balances involved,
result in a large movement going through the foreign currency translation reserve. In FY25, both the
GBP and Euro weakened against the NZD (by 6.8% and 3.6% respectively) resulting in a decrease to the
foreign currency translation reserve of $232,000 (FY24: increase of $1,097,000).
29.2. Credit Risk
Credit risk is managed on a Group basis. The Group generally trades with franchises and banking
counterparties who are well established. Receivables balances are managed by and reported regularly
to senior management according to the Company’s credit management policies and procedures. The
amount outstanding at the reporting date represents the maximum exposure to credit risk.
Trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on the days past
due.
The expected loss rates are based on the payment profiles of sales over a period of 24 months before
31 March 2025 and the corresponding historical credit losses experienced within this period. The
historical loss rates are adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has
evaluated available forward-looking information and has concluded that there is no indication that
historical loss rates should be adjusted.
Lease receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all lease receivables.
To measure the expected credit losses, lease receivables have been grouped based on shared credit
risk characteristics.
The expected loss rates are based on the historical credit losses experienced for each credit risk group
within a period of 24 months before 31 March 2025. The historical loss rates are adjusted to reflect
current and forward-looking information on macroeconomic factors affecting the ability of the
customers to settle the receivables. The Group has evaluated available forward-looking information
and has concluded that there is no indication that historical loss rates should be adjusted.
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FY25 Annual Report
29.3. Liquidity Risk
The Group maintains regular forecasts of liquidity based on expected cash flows. The table below
analyses the Group’s financial liabilities into relevant groups based on the remaining period at the
reporting date to the end of the contractual date. The amounts disclosed are the contractual
undiscounted cash flows.
At 31 March 2025
Less than
1 year
Between 1
and 5 years
Over 5
years
Carrying
Amount
$'000 $'000 $'000 $'000
Trade payables
1,651 - - 1,651
Related party payables
818 - - 818
Other payables
1,374 1,374
Finance loans
148 2,407 - 2,555
Related party loans
879 900 - 1,779
Lease Liabilities
4,422 18,571 5,314 28,307
9,292 21,878 5,314 36,484
At 31 March 2024
Less than
1 year
Between 1
and 5 years
Over 5
years
Carrying
Amount
$'000 $'000 $'000 $'000
Trade payables
3,014 - - 3,014
Related party payables
649 - - 649
Other payables
858
858
Short term finance loans
1,132 - - 1,132
Related party loans
1,007 1,178 - 1,852
Lease Liabilities
4,279 16,149 9,851 23,055
10,939 17,327 9,851 30,560
For further details in relation to the liquidity risk refer to Note 4.
29.4. Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern in order to provide returns to shareholders and benefits to other stakeholders and to maintain
an optimal capital structure. The Group currently monitors capital based on cash requirements and, to
maintain or adjust the capital structure, generally issues new shares to investors through share issues.
The Group and the Company have not been subject to any externally imposed capital requirements
during the period.
The Group is currently not in need of additional capital injections to be able to execute its strategy. It
may continue to obtain injections in FY26 in addition to that raised and debt conversions in FY25 to
assist with value enhancing strategies if opportunities arise for which capital is required but there are
currently no specific plans to do this. For further details of this refer to Note 4.
51
FY25 Annual Report
30. Financial instruments by category
31-Mar 31-Mar
2025 2024
$'000 $'000
Financial assets at amortised cost
Cash and cash equivalents 2,686 1,174
Trade and other receivables 1,604 1,718
Lease receivables 25,697 23,055
29,987 25,947
Financial liabilities at amortised cost
Trade payables 1,651 3,014
Borrowings and other liabilities 3,929 3,083
Lease liability 28,307 23,055
Related party payables 2,597 649
36,484 29,801
31. Post-reporting date events
Subsequent to the year end, on the 4
th
April 2025 the Group repaid a loan of $878,000 to a related party,
and an amount of $850,000 was repaid to another related party, the Nikau Trust. These repayments
were made from the BNZ loan.
The Group entered into a Master Franchise Agreement ("MFA") for the country of India on the 7
th
May
2025. The agreement has been signed with Sterling Coffee House Limited (the "Franchisee"), a Special
Purpose Vehicle ("SPV"), that will manage the venture.
52
FY25 Annual Report
Statutory Information and Corporate Governance
Substantial Product Holders
The following information is provided in compliance with section 293 of the Financial Markets Conduct
Act 2013 and is stated as at 31 March 2025. The total number of voting financial products of Cooks
Coffee Company Limited at that date was 64,238,670 and ordinary shares are the only such product on
issue.
Substantial Security Holder (Directors) Shares Held
Graeme Keith Jackson, Patricia Frances Jackson &
Philip Mack Picot
11,803,053
Jackson & Associates Limited 1,512,792
Michael Ambrose 1,050,000
Total Number of Shares Held: 14,365,845
Director Dealings in Company Securities
There have been the following transactions in respect of Cooks Coffee Company Limited (CCC or
Company) securities by directors of the Company (Directors) in the 12 months ending 31 March 2025:
- Nikau Trust converted $50,000 into 250,000 ordinary shares.
- Nikau Trust converted 707,000 shares from Non-Voting to Voting shares
Interests Register
CCC has D&O insurance which ensures that generally, Directors and officers will incur no monetary loss
as a result of actions undertaken by them. CCC has entered an indemnity in favour of its Directors for
the purposes of Section 162 of the Companies Act 1993.
Use of Company Information
The Board received no notices from Directors wishing to use Company information received in their
capacity as Directors which would not have been ordinarily available.
Other Director Interests
Other directorships held during the FY25 held by CCC Directors:
Graeme Keith Jackson
Arana Holdings Limited
Cooks Investment Holdings Limited
Jackson & Associates Limited Nikau Trust
Weihai Holding Limited
Michael George Rae Hutcheson
2 Life Limited
Image Centre Publishing Limited
Eschool Holdings Limited Patiki Farm Limited
Eschool Limited Raye Blumenthal Freedman Trust
Attain Limited Hunch Limited
53
FY25 Annual Report
Hotfoot Retail Services Limited Tangible Media Limited
Graeme Dingle Endowment Fund The Lighthouse Ideas Company Limited
Image Centre Holdings Limited Tradewinds Investment Trust
Michael George Ambrose
Ashville Consultancy Limited Australian Lobster Company (GP) Limited
Fiordland Lobster Company Limited Deltop Holdings Limited
Senior Move Managers Limited FLC Trustee Limited
Australia Quota Holdings GP Limited Lobster Management GP Limited
Paul Valentine Mark Elliott
Agribusiness Investments NZ Limited
Elliott Capital Advisors Limited
Agribusiness Solutions NZ Limited Revive Finance Limited
Ignite Finance Limited Restore Finance Limited
Ignite Solutions Limited Ignite Nominees Limited
Peihuan Wang
Jiajiayue Holding Group Limited (CHINA)
Spar China Group Limited (Hong Kong)
Jiajiayue Group Limited. (China) Weihai Holding Limited
Elena Garside
Garside & Garside Ltd
Gareth Lloyd Jones
Argentine Steakhouse (BIDCO) Limited
Buenasado (Reading) Limited
The Small & Friendly Pub Co Ltd High Road Restaurants Group BIDCO Limited
High Road Restaurants Group HOLDCO Limited
Gordon David Robinson
Sterling BAPC Ltd
KCR Residential REIT PLC
Spread of Quoted Security Holders as at 31 March 2025 including voting and non-voting
shares:
Shareholders Shares
Range Number % Number %
1-1,000
7 2.49 4,211 0.01
1,001-5,000 114 40.57 252,443 0.39
5,001-10,000 31 11.03 229,760 0.35
10,001-50,000 71 25.27 1,598,080 2.47
50,001-100,000 19 6.76 1,368,246 2.11
100,001 and over 39 13.88 61,285,930 94.67
Total 281 100.00 64,738,670 100.00
54
FY25 Annual Report
20 Largest Holdings of Equity Securities as at 31 March 2025 including voting and non-
voting shares:
Rank Investor Name
Shares Held 31st
March 2025
% Issued Capital
1 Keith Jackson Interests 13,315,845 20.57%
2 Jiajiayue Group 10,591,374 16.36%
3 Yunnan Health AND Tourism 6,714,643 10.37%
4
MUFG CORPORATE MARKETS TRUSTEES (UK
Register)
4,620,624 7.14%
5 Graham Hodgetts 4,257,204 6.58%
6 Crown Kj Nominees Limited 4,086,769 6.31%
7 Adg Investments Limited 2,959,285 4.57%
8 Esquires Coffee Holdings 2,423,354 3.74%
9 Scott Francis Vernon & 1,242,812 1.92%
10 Michael John Ambrose & 1,050,000 1.62%
11 Suhua He 927,679 1.43%
12 PKB Trustees Limited 925,648 1.43%
13 CCC Employee Share Trust 812,661 1.26%
14 New Zealand Depository Nominee 687,300 1.06%
15 Trinity Portfolio Limited 624,000 0.96%
16 Weihai Holding Limited 617,599 0.95%
17 New Zealand Central Securities 580,571 0.90%
18 Imoya Investments Limited 559,397 0.86%
19 Paul Valentine Mark Elliott 552,129 0.85%
20 Peter James Kirton Interests (UK Register) 413,151 0.64%
Total top 20
57,962,045.00 89.53%
Employee Remuneration
During the accounting period, the following number of CCC’s employees/independent contractors (not
being a director) received remuneration and other benefits in that person’s capacity as
employee/independent contractor of CCC, the value of which exceeded $100,000 per annum:
Remuneration
Number of Employees
2025
Number of Employees
2024
$100,000-$120,000 7 1
$120,000-$140,000 - 1
$140,000-$160,000 2 -
$160,000-$180,000 1 2
$180,000-$200,000 - 1
$200,000-$220,000 1 -
$220,000-$240,000 1 -
$240,000-$260,000 - -
$260,000-$280,000 - 1
$320,000-$340,000 1 -
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FY25 Annual Report
Director Remuneration and Other Benefits
During the accounting period, the Directors of the Company received the following remuneration:
Remuneration Directors’ Fees Executive Salary
Share based
payments
Mike Hutcheson 13,004 - -
Graeme Keith Jackson - 260,000 -
Paul Elliot 20,000 - -
Michael Ambrose 48,333 - -
Elena Garside 53,669 - -
Gareth Lloyd Jones 44,607 - -
Gordon David Robinson 43,625 - -
Aiden Keegan - 328,006 -
Katherine Scott - 134,691 -
Donations
No donations were made in the 12-month financial period ended 31 March 2025.
56
FY25 Annual Report
Corporate Governance Statement
Cooks Coffee Company Limited (CCC) believes in the benefit of good corporate governance and the
value it provides for shareholders and other stakeholders. CCC is committed to ensuring that the
company meets best practice corporate governance principles, to the extent that it is appropriate
for the nature of CCC’s operations.
The board of CCC is responsible for establishing and implementing the company’s corporate
governance frameworks and is committed to fulfilling this role in accordance with best practice
having regard to applicable laws, the NZX Corporate Governance Code and the Financial Markets
Authority Corporate Governance – Principles and Guidelines.
CCC has implemented policies and processes to establish, shape and maintain appropriate
governance standards and behaviours throughout CCC that aligns with the NZX Corporate
Governance Code dated 17 June 2022 (Code). CCC has elected not to report against the updated
NZX Corporate Governance Code dated 1 April 2023.
CCC’s approach to applying the recommendations outlined in the Code is set out below. This
statement is set out in the order of the principles detailed in the Code and explains how CCC is
applying the Code’s recommendations. CCC is in compliance with the Code, with the exception of
recommendations 2.8 and 6.1 for the reasons explained below.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold
management accountable for these standards being followed throughout the organisation.”
Code of Ethics
The Board Charter, Code of Ethics and Code of Conduct establish the standards of ethical behaviour
expected of Directors and staff. The Board expects Directors, management and staff to personally
subscribe to these values and use them as a guide to make decisions. The Audit and Risk Committee
has responsibility for monitoring compliance with internal processes, including compliance with the
Code of Ethics.
Directors are expected to ensure the potential for conflicts of interests is minimised by restricting
involvement in other businesses or in private capacities that could lead to a conflict. In considering
matters affecting the Company, Directors are required to disclose any actual or potential conflicts.
Where a conflict or potential conflict is disclosed, the Director takes no further part in receipt of
information or participation in discussions on that matter. The Board maintains an interests’ register
and it is reviewed at each board meeting.
Should any member of staff have concerns regarding practices that may conflict with the Code of
Conduct they are able to raise the matter with the Chair, as appropriate, on a confidential basis.
Directors would raise any concerns regarding compliance with the Code of Ethics with the Chair. The
Chair of the Board and the Chair of the Audit and Risk Committee note there have been no financial
matters raised in this respect in the 2023 financial year.
Financial Product Trading
Directors, officers, employees and contractors are restricted in their trading of Cooks Coffee
Company securities and must comply with the Financial Products Trading Policy and Guidelines which
is available on the Website.
57
FY25 Annual Report
Principle 2 – Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge,
experience and perspectives.”
Board Charter
The Board of Directors of the Company is elected by the shareholders to supervise the management
of the Company. The Board establishes the Company's objectives, overall policy framework within
which the business of the Company is conducted and confirms strategies for achieving these
objectives. The Board also monitors performance and ensures that procedures are in place to provide
effective internal financial control.
The Board is responsible for guiding the corporate strategy and direction of the Company and has
overall responsibility for decision making. The Board has delegated responsibility for implementing
the Board’s strategy and for managing the operations of the Company to the Chairman.
CCC’s board operates under a written charter which defines the respective functions and
responsibilities of the board, focusing on the values, principles and practices that provide the
corporate governance framework. The charter complies with the relevant recommendations in the
Code and is reviewed annually.
The board uses committees to address certain matters that require detailed consideration. The
board retains ultimate responsibility for the function of its committees and determines their
responsibilities.
Nomination and appointment of directors
In accordance with CCC’s constitution and NZX Listing Rules, the directors are required to retire by
rotation and may offer themselves for re-election by shareholders each year. Procedures for the
appointment and removal of directors are also governed by the Board Charter. CCC does not maintain
a separate nomination committee, given the current size and nature of CCC’s business, director
nominations and appointments are the responsibility of the full board.
Written Agreements with directors
CCC intends to enter written agreements with any newly appointed directors establishing the terms
of their appointment.
Director Information and Independence
The Board currently comprises of eight Directors including the Chairman, Keith Jackson, CEO Aiden
Keegan & CFO Katherine Scott. The Board met at least five times during the year on a formal basis
and more often if required. The Audit and Finance Committee, Mergers & Acquisitions & ESG
Committee meetings are held outside these meetings on a regular basis as required.
The board considers guidance provided under the NZX Listing Rules in determining the independence
of directors. Director independence is considered annually. Directors are required to inform the
board as soon as practicable if they think their status as an independent director has (or may have)
changed.
The directors that the board considers are independent and information in respect of directors’
ownership interests is contained in this annual report.
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FY25 Annual Report
Diversity
Cooks recognises the wide-ranging benefits that diversity brings to an organisation and its
workplaces. Cooks’ endeavours to ensure diversity at all levels of the organisation to ensure a
balance of skills and perspectives are available in the service of our shareholders and customers. To
this end, the Board is committed to fostering a culture that embraces diversity.
The Board also has the responsibility of monitoring and promoting the diversity of staff and
associated corporate culture, including requiring that recruitment and selection processes at all
levels are appropriately structured so that a diverse range of candidates are considered and to avoid
conscious and unconscious biases that might discriminate against certain candidates.
The gender balance of the Group’s Directors and all employees were as follows:
As at 31 March 2025 As at 31 March 2024
Directors Cafe teams Employees Directors Officers Employees
Female 2 36 5 1 1 6
Male 6 19 6 5 - 7
Total 8 55 11 6 1 13
Director Training
All directors are responsible for ensuring they remain current in understanding their duties as
directors. Where necessary, CCC will support directors to help develop and maintain directors’ skills
and knowledge relevant to performing their role.
Separation of the Chair and Managing Director
As reported in the Chairman’s report above the company appointed a Group CEO with effect from 1st
April 2024.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while
still retaining board responsibility.”
The board currently has three standing committees, the Audit and Risk committee, ESG Committee
and the Mergers & Acquisitions Committee. This committees operate under specific charters which
are approved by the Board and which will be reviewed annually. Any recommendations made by
these committees are recommendations to the Board.
59
FY25 Annual Report
Directors
Name Status Current/Resigned
Sub-committee
membership
Attendance*
Keith Jackson
Chairman
Not Independent
Appointed 18/8/08
Audit & Finance, ESG
& Mergers &
Acquisitions
5
Paul Elliott
Non-Executive
Independent (Retired)
Appointed 30/5/19
Resigned 30/09/24
Audit & Finance -
Mike Hutcheson
Non-Executive
Independent (Retired)
Appointed 3/10/13
Resigned 10/07/24
Audit & Finance -
Michael Ambrose
Non-Executive
Independent
Appointed 29/11/21
Audit & Finance,
Mergers &
Acquisitions
5
Peihuan Wang
Non-Executive
Not-Independent
Appointed 29/4/16 - 5
Elena Garside
Non-Executive
Independent
Appointed 2/11/22 ESG 5
Aiden John
Keegan
Not Independent Appointed 23/07/24 Audit & Finance, ESG 4
Gareth Lloyd
Jones
Non-Executive
Independent
Appointed 10/07/24
Mergers &
Acquisitions
4
Gordon David
Robinson
Non-Executive
Independent
Appointed 10/07/24 Audit & Finance, ESG 4
Katherine Scott Not Independent Appointed 10/10/24 Audit & Finance 3
Keith Jackson, Executive Chairman
Keith has an extensive background in management and governance with particular emphasis on the
food and dairy industries. He was CEO of Tegel Foods for 16 years, Deputy Chairman of Ernest Adams
and Managing Director of Independent Dairy Producers, a fresh milk company. He was a founding
partner of Dairy Farm Investments and Dairyland Products. He was the Chairman of Sportstec
Limited that was founded in 2000 and sold in 2016.
In 2008 he founded Cooks via a merger of four companies and the company acquired the global
rights to the Esquires Coffee brand (excluding Australia and New Zealand) in 2013.
He has been the Chair of the Advisory Board of Pic’s Peanut Butter from 2008 until he retired on 31
st
March 2025.
Michael Ambrose, Independent Director
Michael is an experienced Company Director, business consultant & Chartered Accountant with a
broad range of governance, financial, general management, strategic & IPO skills.
Michael was the creator & founding Director of Arvida Group Ltd. This Public Company was listed in
2014 and is comprised of 32 Retirement Villages and Aged Care facilities.
He is also a Director of Fiordland Lobster Company & related Companies, Chairman of the
international board of Garra International Limited, a meat & chicken trading company which has its
head office in Brazil, Chairman of the Board of Deep Creek Fruits LP, a start-up Cherry operation that
acquired 140 hectares of land in Central Otago which has now been planted & irrigated following the
initial capital raise from 37 investors totalling $16.1 million. Chairman of the Board of Chateau Hotel
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FY25 Annual Report
Marlborough Ltd, Chairman of Senior Move Managers Limited, which provides a complete relocation
service to seniors moving house or into Retirement Villages or individual homes.
Elena Garside, Independent Director
Elena who is UK-based, has significant experience in financial and ESG communications with a focus
on advising on current and emerging trends within these fields, including responsible investing, and
sustainable finance.
Her clients have included FTSE 100 and FTSE 250 companies, as well as privately owned businesses
and global corporations. Elena started her career in journalism before becoming a PR consultant
with Bankside Consultants, Hudson Sandler, and New Century Media.
Elena is the founder and CEO of Garside & Garside Limited which consults on ESG, media relations and
reputational matters. She holds a degree in journalism from St Petersburg State University and the
London College of Communication.
Peihuan Wang, Director
Peihuan Wang is currently the Chairman and General Manager of Shandong Jiajiayue Investment
Holdings Co. Limited and Vice President of the China Chain Store and Franchise Association. Mr Wang
has been the recipient of a few awards in China including ‘the National Quality Excellent Manager’,
‘Person of the Year - Chinese Chain Industry’, ‘Person of the Year - Chinese Retail Industry’, and
‘Weihai City Mayor’s Quality Award’. Mr Wang is of Chinese nationality and resides in the Shandong
Province. He brings a wealth of knowledge to the Board. JJY operates more than 1,000 supermarkets
in China and employs more than 50,000 staff.
Gareth Lloyd Jones, Independent Director
Gareth Lloyd-Jones is a seasoned professional with over 22 years of experience in the leisure sector.
His career began with Tie Rack in 1985, where he quickly became the youngest franchisee and
expanded his network to 14 Central London shops within a year. During his time at Tie Rack, he met
city advisors who introduced him to Howard Schultz of Starbucks.
He then co-purchased and rebranded two London coffee shops as Madisons Coffee, growing the
business to 45 locations across the UK. Madisons Coffee was listed on the AIM stock market and
included brands such as Richoux Coffee and Restaurants and Rendezvous Coffee shops, which sold to
Starbucks Coffee and Out of Town Restaurants.
Gareth then went onto build a chain of five gastro pubs and four individual restaurants, which were
subsequently sold into the trade. Currently, he co-runs the High Road Restaurant Group, which
operates nine Argentinian steakhouses and four Thai restaurants, supported by private equity
investment.
Gordon Robinson, Independent Director
Mr. Robinson is a highly experienced consultant specialising in Debt Advisory and Finance Brokering,
with a distinguished banking career spanning over 38 years. He has a very broad business-sectors
coverage in Corporate Governance (within finance) including quality Retail and Food & Beverage
businesses. He also has expertise in Real Estate Finance including both development and investment-
led projects. Throughout his career, which began with NatWest Bank in the 1980s, he has held various
senior positions, established successful lending operations, and led business development teams. His
extensive background encompasses setting up and managing lending operations, serving on credit
committees, and holding senior front-line Director roles with multiple lenders.
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FY25 Annual Report
Aiden John Keegan, Executive Director
Aiden has more than 25 years’ experience in the food and beverage industry, with strong skills in
franchisee and supplier relationship as well as optimisation of operational systems. Aiden has been
with Esquires for more than 20 years and was Operations Manager in Ireland before taking the role
of CEO for Esquires Coffee in the UK in October 2018 and he assumed his current role as Group CEO in
April 2024.
Katherine Anne Scott, Executive Director
Katherine joins the Group with a track record in financial management, accounting, and strategic
planning, bringing over 15 years of diverse experience across multiple industries to her new role.
Board Skills Matrix
The eight individuals who sit at the board table have diverse insights, backgrounds and views. As
individuals they are each highly regarded with various specialist skills and wide experiences. The
Board have a common vision for the future of the business with multiple disciplines and individual
experiences in many sectors and markets that are bought to the table.
Directors followed the recommendations in the NZX Corporate Governance Code during the financial
year to 31st March 2025.
Directors Fee Pool
The total pool of Directors fees is NZ$260,000. Total fees paid in FY25 were NZ$197,000. The prior
year was overstated; this was reversed in this year showing a net result of $31,000. There are no
additional benefits although it is planned to introduce a share options plan for Directors and Senior
Managers in the future.
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the objectives of the Audit and Risk Committee which
are to provide assistance to the board in fulfilling its responsibilities in relation to the company’s
financial reporting, internal control’s structure, risk management systems and the external audit
function.
The audit committee currently comprises Gordon Robinson (as Chair), Keith Jackson, Katherine Scott
and Michael Ambrose. Gordon Robinson and Michael Ambrose are considered Independent Directors
for the purposes of NZX Listing Rule 2.1.1. All members of the Audit and Risk Committee have
appropriate financial experience and an understanding of the industry in which CCC operates.
The Audit and Risk Committee focusses on audit and risk management and specifically addresses
responsibilities relative to financial reporting and regulatory compliance. The Audit and Risk
Committee is accountable for ensuring the performance and independence of the external
auditor, including that CCC provides for 5-yearly rotation of either the external auditor or the
lead audit partner.
The committee provides a forum for the effective communication between the board and external
auditors. The responsibilities of the committee include:
• reviewing the appointment of the external auditor, the annual audit plan, and addressing any
recommendations from the audit;
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• reviewing any financial information to be issued to the public; and
• ensuring that appropriate financial systems and internal controls are in place.
The Audit and Risk Committee may have in attendance the Managing Director and/or others including
the external auditor as required from time to time.
Audit Rotation
The company note that the lead Audit Managing Partner has now completed 5 years with Cooks and
a new lead has been appointed.
ESG Committee
ESG is an important factor for the Group as its core values are based on a strong ethical base
delivered by local people. The establishment of an ESG Committee is an important statement from
the Board of the importance of this area.
The committee will review all aspects of ESG and provide specific measurements as objectives and
monitor performance against the stated goals.
Mergers & Acquisitions Committee
This group has been established to review both internal and external business opportunities and to
undertake detailed analysis of opportunities and make recommendations to the full Board.
This includes reviewing internal business development initiatives and the Committee works alongside
Management to bring an independent view to opportunities.
All members have extensive industry and wider industry knowledge and this committee uses that
expertise and knowledge for the group benefit.
Takeover Response Protocol
The board has protocols in place that set out the procedure to be followed if there is a takeover offer
for CCC. This procedure is set out in the board charter.
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
Continuous Disclosure
The board focusses on providing accurate, adequate and timely information both to existing
shareholders and the market generally. This enables all investors to make informed decisions about
CCC.
CCC, as a company listed on the NZX Main Board, has an obligation to comply with the disclosure
requirements under the NZX Listing Rules, and the Financial Markets Conduct Act 2013. CCC has a
Continuous Disclosure Policy designed to ensure this occurs. CCC recognises that these requirements
aim to provide equal access for all investors or potential investors to material price-sensitive
information concerning issuers or their financial products. This in turn promotes confidence in the
market. The Continuous Disclosure Policy outlines the obligations for CCC in satisfying the disclosure
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FY25 Annual Report
requirements. CCC’s Disclosure Officer (currently the Chair) is responsible for ensuring compliance
with the NZX continuous disclosure requirements and overseeing and co-ordinating disclosure to the
exchange.
Financial Reporting
The Board monitors:
• monthly financial performance against budget by business unit
• available cash in the Company to ensure there are sufficient funds available to satisfy debts
as they fall due; and
• the continued support of the Company’s principal creditors, to ensure their continued
support of the Company and continued intention to not call up amounts owing to them.
The Board is committed to keeping the market and its shareholders informed of all material
information relating to the Company through meeting the obligations imposed under the Listing
Rules and relevant legislation such as the Financial Markets Conduct Act 2013.
CCC seeks to make disclosures in a timely and balanced way to ensure transparency in the market
and equality of information for investors. The Company also recognises the benefits of providing
other releases that broaden the market’s knowledge of the Company’s business and financial
performance and seeks, where appropriate, to use communications that achieve this objective.
The website is a key channel for the distribution of Cooks’ information and is updated after
documents are disclosed on the NZX.
The Chair of the Board and the CEO are responsible for the day-to-day management of ensuring
these obligations are met. The Board will review compliance with the continuous disclosure
obligations at every board meeting.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and
reasonable.”
Directors’ Remuneration
The Remuneration Committee makes recommendations to the board on remuneration matters in
keeping with the Remuneration Policy which outlines the key principles that influence CCC’s
remuneration practices. The committee is also responsible for making recommendations to the
board on the remuneration of the Chair. Directors’ fees are determined by the board on the
recommendation of the committee within the aggregate director remuneration pool approved by
shareholders.
Details of remuneration paid to directors are disclosed in this annual report.
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.”
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The board considers its material risks are any decision to realise or make new investments and to
carefully manage cash flow. The Managing Director reports regularly to the full board on these key
risks, and operating expenses are kept to a bare minimum.
Key risk management tools used by CCC include the Audit and Risk Committee function and
outsourcing certain functions to service providers (such as legal and audit). CCC also maintains
insurance policies that it considers adequate to meet insurable risks. The board of CCC will continue
to regularly consider any potential risks and its risk management processes and adapt these should
the nature and size of the business change in the future. While CCC is comfortable this approach to
risk is sufficient, it does not comply with recommendation 6.1 of the Code as it does not have a formal
risk management framework.
Health and Safety
The board does not consider it necessary to maintain a specific health and safety committee. The full
board of CCC recognise the importance of health and safety considerations, and will continue to
assess any risks, management and performance in this regard in the future.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
The Audit and Risk Committee makes recommendations to the board on the appointment of the
external auditor as set out in Audit and Risk Committee Charter. The committee also monitors the
independence and effectiveness of the external auditor and reviews and approves any non-audit
services performed by the external auditor.
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.”
Information for Shareholders
The Company aims to ensure that shareholders are informed of all major developments affecting the
Company affairs. Information is communicated to shareholders in the Annual Report, Interim Report,
and regular NZX announcements, including major share transactions, acquisitions, store expansion
and any personnel changes of significance.
The company website provides an overview of the business and information about CCC. This
information includes details of investments, latest news, investor information, key corporate
governance information, and copies of significant NZX announcements. The website also provides
profiles of the directors and the senior executive team. Copies of previous annual reports, financial
statements, and results presentations are available on the website.
Shareholders have the right to vote on major decisions of the company in accordance with
requirements set out in the Companies Act 1993 and the NZX Listing Rules.
Communicating with Shareholders
CCC endeavours to communicate regularly with its shareholders through its market updates and
other investor communications. The company receives questions from time to time from
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FY25 Annual Report
shareholders and has processes in place to ensure shareholder communications are responded to in a
timely and accurate manner.
CCC’s website sets out appropriate contact details for communications from shareholders, including
the phone number and email address of the Chair, Keith Jackson. CCC provides the opportunity for
shareholders to receive and send communications by post or electronically.
CCC sends the annual shareholders notice of meeting and publishes it on the company website as
soon as possible and at least 21 days before the meeting each year.
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Company Directory
Company number: 2089337
Year of incorporation: 2008
Registered office: Level 1, 96 St Georges Bay Road,
Parnell,
Auckland, 1052
Nature of business: Food & beverage industry
Directors: Graeme Keith Jackson
Michael George Ambrose
Peihuan Wang
Elena Garside
Aiden John Keegan
Gareth Lloyd-Jones
Gordon David Robinson
Katherine Anne Scott
Solicitors: Chapman Tripp, Auckland
Bankers: BNZ Bank, Whanganui
Auditors: William Buck Audit (NZ) Limited
Share registry: MUFG Pension and Market Services (previously Link Market
Services Limited), Auckland and Leeds.
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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