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2 Cheap Cars Group - Annual Report 2025

Annual Report26 June 20252CCFinancials

ANNUAL REPORT
FOR THE YEAR

ENDED 31 MARCH

2
Annual Report for the year ended 31 March 2025.

CONTENTS

WHO WE ARE

FY25 IN REVIEW

KEY METRICS

BOARD AND MANAGEMENT

FINANCIAL SUMMARY

FINANCIAL STATEMENTS

STATEMENT OF CORPORATE GOVERNANCE

STATUTORY DISCLOSURES

CORPORATE DIRECTORY

4

6

10

12

14

20

54

64

70

32

On behalf of the Board and management of 2 Cheap Cars

Group Limited, we are pleased to present the Annual Report

for the financial year ended 31 March 2025.

Approved for and on behalf of the Board of Directors

Director Director

27 of June 2025.

5
WHO

WE ARE

As one of New Zealand’s leading used vehicle retailers, 2 Cheap Cars has

a simple proposition – providing quality, affordable vehicles to Kiwis across

the nation.

The company has a solid network of 13 dealerships, a 4.1%1 share of the

used vehicle market, and continues to maintain its position as a key player

in the automotive retail sector, having sold 7,675 cars this fiscal year.

What sets 2 Cheap Cars apart f rom other used car retailers is its vertically

integrated supply chain. The company has a dedicated team in Japan,

who source, inspect, and select high-quality vehicles that meet the

specific needs of the New Zealand market.

Vehicles undergo comprehensive servicing and compliance checks

at its Auckland hub before being groomed, photographed, and distributed

across its retail network. The majority of compliance testing is undertaken

in-house through its subsidiary, New Zealand Car Safety.

Having this level of direct oversight delivers significant operational

efficiencies and improved cost management, while also ensuring that

all aspects of the process meet the company’s high standards and

expectations.

2 Cheap Cars’ mission remains unchanged ...

Driving Better Deals, Every Day.

1 Source: Autofile – based on 2 Cheap Cars’ vehicle sales as a proportion

of dealer-to-public used cars sold between 1 April 2024 and 31 March 2025.

132927%

DEALERSHIPSDAYS TO

SELL A CAR

FINANCE PENETRATION

AUCKLAND

X8

HAMILTON

TAURANGA

PALMERSTON

NORTH

WELLINGTON

CHRISTCHURCH

94

FTE EMPLOYEESCARS SOLD

Annual Report for the year ended 31 March 2025.

7,675

4

7
Annual Report for the year ended 31 March 2025.

Reflecting New Zealand’s recessionary economic

conditions, FY25 was a challenging and disappointing

year for 2 Cheap Cars. While the business remained

profitable, delivering net profit after tax (NPAT) of


$3.3 million, this result did not meet expectations.

While the company believed its strategy would remain resilient

against the prolonged economic down turn, in practice this has

not proven to be the case. The soft market conditions, together

with a sharp fall in immigration (a key consumer group) and

an uncertain regulatory environment, have underscored the

importance of adapting its strategy, becoming more nimble

and continuing to evolve operations.

Soft market conditions saw revenue decline by 6% to $82.0 million.

While the Company’s full year finance and insurance penetration

rates remained stable at 27% and 36% respectively, lower sales

volumes and average commission saw total F&I revenue decrease.

Gross margins were also squeezed due to pricing pressure and

shifts in consumer behaviour.

Revenue was boosted by $1.7 million related to carbon credits

generated and retained in the prior fiscal year, but not previously

recognised due to regulatory uncertainty regarding their

realisation. This revenue was then partly offset by $1.1 million of

carbon credit costs associated with net credits attached to vehicles

sold in FY25.

While the company was able to partially mitigate the impacts of

those pressures, the result reflects a soft retail environment and

rising costs that could not be fully offset.

REAR VIEW

MIRROR

FY25 IN REVIEW

6

Despite the challenges, the company remained

cash flow positive, generating $6.7 million in

operating cash flow, and declared a final gross

dividend of 2.97 cents per share. This brought

the total dividend for FY25 to 6.03 cents, in line

with company policy.

However, achieving profitability was hard won

in the face of significant external cost increases,

most notably the continued escalation of fees

f rom third-party listing platforms. These costs

rose sharply and now represent a material drag

on profits.

While the company made genuine progress

controlling in-house costs and insourcing parts

of the value chain, the impact of external cost

inflation, particularly f rom third-party digital

advertising channels, was unavoidable and

damaging.

In response, the company is now focused

on improving its direct-to-consumer digital

channels and reducing reliance on expensive

intermediaries as a top operational priority.

PROFIT

DELIVERED,

BUT PRESSURES

MOUNT

98
Annual Report for the year ended 31 March 2025.

SHIFTING

DEMAND,

STRATEGIC


RESPONSE

The market changed significantly over the year.

Initially, hybrid and electric vehicle (EV) sales

were weaker as a delayed consequence of the

removal of the Clean Car Discount. However,

once Clean Car Standard fees increased in

December 2024, there was a notable shift in

consumer behaviour. By the last quarter of

FY25, 61% of sales were hybrid and electric,

up f rom 48% in the previous quarter, as cost-

conscious customers chose lower-emission

vehicles.

The company’s Japanese procurement team

and New Zealand operational hubs responded

swiftly, ensuring the right vehicles reached the

right markets.

However, the rapid pace and sustained impact

of both regulatory changes and foreign

exchange volatility made planning particularly

challenging, as the situation was constantly

evolving. This has reinforced the need for

increased flexibility and agile execution.

FINANCE,

INSURANCE, AND

NZMF UPDATE

Finance and insurance penetration rates

remained steady, with finance at 27% and

insurance at 36%. However, total commission

income decreased by 10% to $6.7 million,

primarily due to reduced car sales.

The NZ Motor Finance loan book continued

its managed wind-down, reducing f rom $1.8

million to $0.7m at 31 March 2025, with no new

loans issued.

OUTLOOK

2 Cheap Cars enters FY26 with clear priorities:

improving execution, enhancing control over

marketing channels, and safeguarding margin

in an increasingly competitive and costly

environment.

Despite the uncertain economic landscape,

the core ethos of 2 Cheap Cars remains self-

evident and unchanged – there will always be

demand for affordable, fuel-efficient vehicles.

However, capturing this demand profitably will

require continued cost management discipline,

relentless focus on operational efficiency, and

a step-change in digital engagement and

conversion across the company’s own platforms.

As an importer of Japanese used vehicles,

2 Cheap Cars remains exposed to the risks

associated with regulatory changes in the

treatment of carbon credits. To mitigate this risk,

the company intends to expand its local vehicle

acquisitions through trade-ins and wholesale

channels to diversify its vehicle sourcing.

FY25 served as a reminder that profitability

is not guaranteed, even when the product

meets market conditions. To protect and grow

earnings, the company must reduce its reliance

on high-cost third-party platforms and continue

developing a direct, scalable, and sustainable

sales engine for future success. This is our

unwavering focus in the year ahead.

David Sena

CEO

Michael Stiassny

Chair

NEW IN

HIGHLIGHT FOR

FY25

FY26

2024

2024

2025

2025

JULY

OCT

MAR

MAR

Opened a new site at 98

Wairau Road on Auckland’s

North Shore

Launched an exciting new

flagship dealership at 620 Great

South Road in Greenlane

In August, 2 Cheap Cars will open a new flagship

yard at 8 Clemow Road, Mt Wellington. This site

is strategically located directly in front of New

Zealand’s first IKEA store which is due to open in

late 2025. The IKEA store is expected to generate

unprecedented interest and traffic, most of which

will drive past, and be exposed to, 2 Cheap Cars.

At close to 5000 square meters, 150 cars on yard

and requiring minimal capital investment, this is

a major step forward for the company.

Swiftly relocated the Botany

yard in response to health

and safety concerns

Secured a new finance

facility with ANZ Bank to

support inventory purchases

and operational growth

Annual Report for the year ended 31 March 2025.
FY25

10

SUMMARY OF KEY RESULTS

UNDERLYING EPS

NET OPERATING

CASH INFLOW

7 CPS

$

6.7M

6.03 CPS

DOWN FROM 14 CPS

DOWN $0.2M

f rom $6.9M

DOWN FROM 11.56 CPS

DOWN 6% f rom $86.8M

REVENUE AND INCOME

$

82.0M

$

8.0M

DOWN 32% f rom $11.8M

FY24 UNDERLYING EBITDA

$

17.8M

DOWN 14% f rom $20.7M

CONTRIBUTION MARGIN

$

3.3M

DOWN 47% f rom $6.2M

NPAT

FY25 GROSS DIVIDEND

11


1213

Michael Stiassny

Independent Director | Chair

Michael has extensive business, financial, strategic

advisory and governance experience. He is

currently Chairman of Tower Limited and Being

AI Limited, and Director of Tegel Group Holdings

Limited, and New Talisman Gold Mines Limited.

With a keen interest in ensuring the justice system

is accessible to everyone, Michael is a Director of

leading New Zealand litigation funder, LPF Group

Limited. He also dedicates significant time to start

ups and championing entrepreneurship through

his involvement in Founders Advisory.

Michael holds both Commerce and Law degrees

f rom the University of Auckland and is a Chartered

Fellow and past President of the Institute of

Directors.

Angus (Gus) Guerin

CFO

Gus has over two decades of finance experience,

working for various global, publicly listed

organisations.

After qualifying as a Chartered Account with Ernst

and Young (EY), Gus worked within Fonterra’s

performance reporting division before embarking

on a four-year stint in London where he held

multiple finance roles within US-listed company,

Wyndham Hotels. Since returning to New Zealand,

Gus has held senior finance roles with Treasury

Wines, British American Tobacco, and most

recently as CFO at ArchiPro.

David Sena

Executive Director | CEO

David founded 2 Cheap Cars in 2011 with a clear

vision to ensure New Zealanders could get a great

deal on top quality imported used cars. From

humble beginnings, David has worked tirelessly

to build the contacts and relationships necessary

to develop a fully integrated supply chain that

could successfully deliver on that vision.

Today, 2 Cheap Cars has successfully served

over 100,000 customers and David continues to

leverage his extensive networks and automotive

knowledge to profitably grow the business.  

David is proud to remain ‘hands on’ in the business

he loves, meeting the needs of 2 Cheap Cars’

customers and delivering results for his fellow

shareholders.

Gordon Shaw

Independent Director

Gordon is a professional director and business

advisor with over 20 years’ management and

governance experience in the commercial

transport, vehicle retail and regulatory, and

government sectors both in New Zealand and

overseas.

Gordon is currently an Independent Trustee of

the Nelson Bays Primary Health Trust, Chair of

ProMed HR NZ Ltd. He is also a chartered member

of the New Zealand Institute of Directors and

a committee member of the Institute’s Nelson

Marlborough branch.

THE BOARD

AND MANAGEMENT

Annual Report for the year ended 31 March 2025.

1514
OPERATING REVENUE

The 2 Cheap Cars Group draws revenue f rom two divisions:

• 2 Cheap Cars, the automotive retail division, where revenue is primarily f rom the sale of vehicles and

f rom agent commissions relating to the sale of third-party finance and insurance products; and

• NZ Motor Finance (NZMF) which generates finance income f rom existing customer loans. NZMF is

no longer lending to customers, and its loan book is now in run down, with the business collecting

loan receivables and recouping investments.

SALES OF EV/HEV

2 CHEAP CARS


HYBRID/ELECTRIC

VEHICLE GROWTH

The Group recorded total revenue and income of $82.0 million for the year ended 31 March 2025,

a 6% decrease f rom FY24 ($86.8 million).

Revenue f rom car sales declined by 7% to 73.1m, primarily due to lower sales volumes and price

reductions aligned with market conditions.

Finance and insurance agent commissions decreased by 10% to $6.7 million. While the penetration

rates remained stable at 27% and 36%, the overall number of sales decreased, and the average

commission value was also slightly lower.

Finance & interest income fell 26% year-on-year to $0.4 million, reflecting the continued wind-down

of the NZ Motor Finance loan book.

The Group benefited f rom $1.7 million of carbon credit income recognised during the year.

A significant shift in buyer behaviour emerged in FY25, driven by regulatory changes and evolving

consumer priorities. The December 2024 increase to Clean Car Standard fees marked a clear

inflection point in demand patterns.

In the first half of FY25, hybrid and EV sales lagged behind the prior year, reflecting a softening in

consumer appetite – likely driven by price sensitivity and uncertainty around evolving regulatory

costs. However, f rom December 2024 onward, we observed a sharp turnaround.

Hybrid/EV vehicles not only rebounded in volume but decisively overtook petrol vehicles in

sales mix, climbing to 61% of monthly sales in Q4 FY25, up f rom 48% in Q3. This shift indicates a

growing consumer preference for fuel-efficient, emissions-compliant vehicles, driven in part by the

economic consequences of the new fee regime.

20252024Change

$’000$'000%

Sale of cars 73,065 78,764 (7%)

Finance & insurance agent commissions 6,735 7,518 (10%)

Finance & interest income 370 502 (26%)

Revenue and income 80,170 86,783 (8%)

Other income 1,795 - N/A

Total revenue and income 81,965 86,783 (6%)

20252024Change 2025 Mix

$’000$'000%%

Petrol vehicles3,8023,601 6%50%

EV / HEV vehicles3,8734,568 (15%)50%

Total vehicles sold7,6758,169 (6%)100%

Q1Q2

Q3

40%41%41%

43%

48%46%48%

55%

54%56%57%

61%

55%

56%

57%

Q4

FY25

FY24

FY23

FINANCIAL

SUMMARY

Annual Report for the year ended 31 March 2025.

1716
Annual Report for the year ended 31 March 2025.

NZ MOTOR FINANCE LOAN BOOK

The NZMF loan book reduced f rom $1.8m at the end of FY24 to $0.7m as at 31 March 2025.

No new lending occurred during the year, and interest and fees income declined to $0.27m.

An impairment provision of 30.2% is held against the remaining loans receivable measure at

amortised costs and an effective default rate of 32.5% has been used when valuing loans measured

at fair value.

20252024Change

$’000$'000%

$ Value of loan book 671 1,821 (63.2%)

Number of active loans 98 403 (75.7%)

CONTRIBUTION MARGIN

The contribution margin for FY25 was $17.8 million, down 14% f rom $20.7 million in FY24.

This decline was primarily the result of industry-wide pricing pressure, as the Group selectively

discounted to maintain turnover in a soft market. Gross margin percentage decreased f rom

24% to 22%.

While margin pressures existed, the Group continued to focus on internal efficiencies by insourcing

more of its compliance and refurbishment activity. These initiatives helped to limit the impact

of increased third-party costs and supported contribution margin stability despite volume and

revenue headwinds.

20252024Change

$’000$'000%

Revenue and income 81,965 86,783 (6%)

Contribution margin 17,791 20,665 (14%)

Gross margin %22%24%-2%

FINANCIAL SUMMARY

Continued

NET PROFIT AFTER TAX (NPAT)

FINANCIAL RESULTS

The Group reported NPAT of $3.3 million for FY25, down f rom $6.2 million in FY24. This reduction

reflects margin compression, increased operating expenses, and the impact of lower sales volumes.

Operating expenses increased by 10% year-on-year, primarily driven by significantly rising costs of

listing fees on third-party advertising platforms.

20252023Change

$’000$'000%

Revenue and income 80,170 86,783 (8%)

Sundry income 1,795 -

Total revenue and income 81,965 86,783 (6%)

Contribution margin 17,791 20,665 (14%)

Other operating expenses 9,814 8,908 10%

Net interest 739 702 5%

Depreciation & amortisation 2,650 2,332 14%

Non-recurring costs - - N/A

Total operating expenses 13,203 11,942 11%

Earnings before taxation 4,588 8,722 (47%)

Earnings before tax margin5.6%10.1% (44%)

Taxation 1,288 2,481 (48%)

Net profit after tax 3,300 6,241 (47%)

4.0%7.2% (44%)

Earnings before taxation 4,588 8,722 (47%)

Non-recurring costs - - N/A

Underlying earnings before taxation 4,588 8,722 (47%)

Net profit after tax 3,299 6,241 (47%)

One off items net of tax - - N/A

Underlying net profit after tax 3,299 6,241 (47%)

Underlying net profit after tax margin4.0%7.2% (44%)

1918
Annual Report for the year ended 31 March 2025.

DIVIDEND

CASH FLOW

Underlying earnings per share were 7 cents per share, down f rom 14 cents in FY24. The decline reflects

the lower profitability of the business in FY25, consistent with overall market conditions.

The Board declared a final gross dividend of 2.97 cents per share, bringing the total gross dividend

for FY25 to 6.03 cents per share. This represents 60% of reported NPAT and is in line with the Group’s

stated dividend policy.

Cash flow f rom operating activities was $6.7 million, slightly down f rom $6.9 million in FY24.

This result reflects lower sales volumes and higher tax payments in FY25, partially offset by

improved working capital management.

Free cash flow remained strong at $6.4 million, despite increased capital expenditure of $1.3 million

(FY24: $0.8 million), primarily related to leasehold improvements associated with the expansion

of the Group’s retail footprint. Investing cash flows were positively impacted by a $0.9 million

reduction in lease guarantee deposits, enabled by the Group’s new funding agreement with ANZ,

which significantly reduced the requirement for cash-backed lease guarantees.

Cash and cash equivalents increased to $5.3 million at year end (FY24: $4.7 million), and the Group

remained in full compliance with all banking covenants.

20252024Change

$’000$'000%

Earnings before taxation 4,588 8,722 (47%)

Net consideration f rom re-assignment of leases - -

Non-recurring costs - -

Underlying earnings before taxation 4,588 8,722 (47%)

Interest expense 739 702 5%

Underlying earnings before interest and taxation 5,327 9,424 (43%)

Depreciation & amortisation 2,650 2,332 14%

Underlying earnings before interest, taxation, depreciation and amortisation 7,977 11,756 (32%)

Underlying EBITDA margin9.7%13.5% (4%)

20252024Change

$’000$'000%

Proceeds from sale of goods 80,464 86,779 (7%)

Payments to suppliers & employees(72,390) (80,947) (11%)

Other operating activities(2,342) (907) 158%

Underlying cash flows from retail operating activities 5,732 4,925 16%

Proceeds f rom loan receipts 995 1,995 (50%)

Cash flows from operating activities 6,727 6,921 (3%)

Net purchase & proceeds of property, plant & equipment(332) (2,349) (86%)

Investing cash flow(332) (2,349) (86%)

Free cash flow 6,395 4,571 40%

Borrowing repaid(563) 600 (194%)

Dividends paid(2,915) (1,896) 54%

Other financing activities(2,549) (2,149) 19%

Cash flows from financing activities(6,027) (3,445) 75%

Net cash flow 368 1,126 (67%)

Effect of exchange rate 303 (220) (238%)

Cash & cash equivalents5,344 4,673 24%

EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION

AND AMORTISATION (EBITDA)

FINANCIAL SUMMARY

Continued

EXPLANATION

The financial summary section should be read in conjunction with the consolidated financial

statements and the related notes contained within this report. This commentary may include

information regarding plans and strategies that may involve risk and uncertainties.

All figures are represented in New Zealand Dollars (NZD) except where indicated. References to

‘this period’ or ‘FY25’ are to the year ended 31 March 2025. References to the ‘prior period’ or to ‘FY24’

are for the 12-month period ended 31 March 2024.

Non-GAAP measures have been included as management considers that they provide useful

information for readers of the Annual Report to assist in understanding the Company’s financial

performance. Non-GAAP measures should not be viewed in isolation or considered as substitutes

for measures reported in accordance with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS).

DRIVING


BETTER


DEALS


EVERY DAY

2120
Annual Report for the year ended 31 March 2025.

FINANCIAL

STATEMENTS

FOR THE YEAR

ENDED 31 MARCH

Annual Report for the year ended 31 March 2025.

20

Independent auditors report

CONSOLIDATED FINANCIAL STATEMENTS

Statement of profit or loss and other comprehensive income

Statement of financial position

Statement of changes in equity

Statement of cash flows

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Reporting entity

2. Basis of preparation

3. Material accounting policies

PERFORMANCE

4. Revenue f rom contracts with customers

5. Sundry income

6. Segment reporting

7. Determination of fair values

8. Finance expenses

9. Key operating expenses

10. Earnings per share

11. Dividends

CURRENT ASSETS

12. Cash and cash equivalents

13. Inventories

14. Loans receivable

15. Trade and other receivables

TRADE LIABILITIES & TAX

16. Trade and other payables

17. Leases

18. Employee benefit liabilities

19. Income tax

20. Imputation credits

FUNDING AND RISK

21. Borrowings

22. Share capital

23. Related parties

24. Financial instruments

NON CURRENT ASSETS

25. Property plant & equipment

OTHER

26. Notes supporting statement of cash flows

27. Intangible assets

28. Contingent liabilities

30. Subsequent events

22

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Key Audit Matters

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

of the consolidated financial statements of the current year. These matters were addressed in the context of

my audit of the consolidated financial statements as a whole, and in forming my opinion thereon, and I do

not provide a separate opinion on these matters.


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

Revenue recognition


The Group has recognised revenue of

$80.2 m (FY 2024: $86.8m) (Note 4). 2CC

Group’s net sales comprises revenue

from the sale of cars, insurance agent

commissions and finance agent

commissions.


Revenue is recognised when the control

associated with a good or service (or in

aggregate thereof) representing a

distinct performance obligation is

transferred from the Group to the

customer.


There are a number of factors that could

affect this reported amount, including

the risk for revenue recognition policies

being incorrectly applied or recognised

in an incorrect period. This presents a

key audit matter due to the financial

significance and nature of net sales in

the financial statements.

To address the risk associated with revenue

recognition, the following audit procedures were

carried out:

• Evaluated the design of management's internal

controls related to revenue recognition.

• Reviewed revenue recognition policies for

appropriateness and compliance with relevant

accounting standards.

• Selected a sample of transactions and

inspected supporting sales documentation,

cash received and assessed whether all criteria

related to revenue recognition has been met

before being recognised as revenue.

• Reviewed credit notes posted after year end to

ascertain revenue recognition during the year.

• Performed revenue cut off procedures by

selecting revenue samples before and after

year end and testing that revenue is recorded

in the correct period.

• Reviewed manual revenue journals as part of

the journal entry testing process.

• Assessed the reasonability and completeness

of the revenue related disclosures to test

compliance with the requirements of the

accounting standards.


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

The Directors are responsible for the annual report, which includes information other than the consolidated

financial statements and auditor’s report.

My opinion on the consolidated financial statements does not cover the other information and I do not

express any form of audit opinion or assurance conclusion thereon.

In connection with my audit of the consolidated financial statements, my 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 my knowledge obtained in the audit, or otherwise appears to be

materially misstated.

2322

Annual Report for the year ended 31 March 2025.







Independent Auditor’s Report

To the Shareholders of 2 Cheap Cars Group Limited


Opinion

I have audited the consolidated financial statements of 2 Cheap Cars Group Limited (“the Company”) and its

subsidiaries (“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, consolidated

statement of changes in equity and consolidated statement of cash flows for the year then ended;

and

• the notes to the consolidated financial statements, including a summary of material accounting

policies.

I am a partner with UHY Haines Norton Chartered Accountants Sydney (the Firm) and I have used the staff

and resources of the Firm to perform the audit of the Group.


In my opinion, the accompanying consolidated financial statements 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”) issued by the New Zealand Accounting Standards

Board and IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board.


Basis for Opinion

I conducted my audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. My responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements section of my report.


I am independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (IESBA Code), and I have fulfilled my other ethical responsibilities in accordance with these

requirements and the IESBA Code.


I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship with, or

interests in, the Group.

2524
Annual Report for the year ended 31 March 2025.


If, based upon the work I have performed, I conclude that there is a material misstatement of this other

information, I am required to report that fact. I have nothing to report in this regard.

Directors’ Responsibilities for the Consolidated Financial Statements

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

consolidated financial statements in accordance with NZ IFRS and 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

My objective is 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 my 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 the auditor’s responsibilities for the audit of the consolidated financial statements is

located on the External Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-

standards/auditors-responsibilities/audit-report-1/.


This description forms part of my auditor’s report.


Restriction on use of my report

This report is made solely to the Group’s shareholders, as a body. My audit work has been undertaken so that

I might state to the Group’s shareholders, as a body those matters which I am required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, I do not accept or assume

responsibility to anyone other than the Group and the Group’s shareholders, as a body, for my audit work,

for this report or for the opinion I have formed.



Vikas Gupta

Audit Partner - UHY Haines Norton Chartered Accountants Sydney

Signed at Sydney, Australia on 27 June 2025


2726
Annual Report for the year ended 31 March 2025.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 March 2025

NoteMAR 2025MAR 2024

$'000$'000

Revenue

Revenue and income4 80,170 86,783

Sundry income5 1,795 -

Expenses

Cost of sales(64,174) (66,118)

Administration expenses(3,155) (2,949)

Advertising expenses(2,339) (1,487)

Depreciation & amortisation expenses(2,650) (2,332)

Employee benefits(3,390) (3,777)

Finance expenses8(739) (702)

Property expenses(930) (695)

Profit before income tax 4,588 8,722

Income tax expense19(1,288) (2,481)

Profit for the period 3,300 6,241

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Translation of foreign operations 303 (147)

Total other comprehensive income 303 (147)

Total comprehensive income for the period 3,603 6,095

Earnings per share

Basic earnings per share 10 0.07 0.14

Diluted earnings per share 10 0.07 0.14

The accompanying notes form part of these consolidated financial statements.

The accompanying notes form part of these consolidated financial statements.

NoteMAR 2025MAR 2024

$'000$'000

Equity

Share capital22 39,344 39,344

Amalgamation reserve(35,956) (35,956)

Foreign currency translation reserve 148 (155)

Retained earnings 17,525 17,141

Total equity 21,061 20,373

Current liabilities

Trade and other payables16 3,214 2,259

Employee benefit liabilities18 862 840

Borrowings21 114 1,500

Income tax payable 459 2,055

Derivative financial liabilities(38) (13)

Related party payable23 10 10

Lease liability17 2,084 1,689

Other current liabilities 14 36

Total current liabilities 6,719 8,375

Non-current liabilities

Lease liability17 5,598 5,617

Borrowings21 823 -

Total non-current liabilities 6,421 5,617

Total equity and liabilities 34,201 34,365

Current assets

Cash and cash equivalents12 5,344 4,673

Trade and other receivables15 192 514

Other current assets15 882 2,602

Loans receivable14 385 990

Inventories13 14,932 13,873

Total current assets 21,735 22,652

Non-current assets

Other non-current assets 896 1,843

Plant, property and equipment25 2,708 1,787

Intangible assets27 1,589 75

Loans receivable14 286 831

Deferred tax asset19 133 474

Right-of-use assets17 6,854 6,702

Total non-current assets 12,466 11,713

Total assets 34,201 34,365

Approved on behalf of the Board on 29th May 2025

DirectorDate29 May 2025

DirectorDate29 May 2025

2 CHEAP CARS GROUP LIMITED

Consolidated statement of financial position

For the year ended 31 March 2025

2928
Annual Report for the year ended 31 March 2025.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of cash flows

For the year ended 31 March 2025

MAR 2025MAR 2024

$'000$'000

Cash flows from operating activities

Cash receipts f rom customers 80,464 86,779

Cash paid to suppliers and employees(72,390) (80,947)

Interest received 133 3

Interest paid - retail operations(80) (362)

Tax paid / received(2,395) (548)

Net cash inflow from operating activities before changes in

operating assets and liabilities

5,732 4,926

Proceeds f rom loan receivables 995 1,995

Net cash inflow from operating activities 6,727 6,921

Cash flows from investing activities

Proceeds f rom sale of property, plant and equipment 36 7

Purchase of property, plant and equipment(1,312) (812)

Purchase of intangible assets(3) -

Decrease / (increase) in lease guarantee deposits 947 (1,544)

Net cash outflow from investing activities(332) (2,349)

Cash flows from financing activities

Dividend paid(2,915) (1,896)

Interest paid - finance operations(550) (214)

Net (repayment) /proceeds of borrowings(563) 600

Principal elements of lease payments(1,999) (1,935)

Net cash outflow from financing activities(6,027) (3,445)

Net increase/(decrease) in cash and cash equivalents 368 1,126

Cash and cash equivalents at beginning of period 4,673 3,767

Effect of exchange rate 303 (220)

Cash and cash equivalents at end of period 5,344 4,673

The accompanying notes form part of these consolidated financial statements.

2 CHEAP CARS GROUP LIMITED

Consolidated statement of changes in equity

For the year ended 31 March 2025

The accompanying notes form part of these consolidated financial statements.

Share

capital


$’000

Retained

earnings


$’000

Foreign

currency

translation

reserve

$’000

Amalgamation

reserve

$’000

Total equity/

(accumulated

losses)

$’000

Balance as at 01 April 2023 39,344 12,794 (8) (35,956) 16,174

Profit for the period - 6,241 - - 6,241

Translation of foreign operations - - (147) - (147)

Total comprehensive income for the period - 6,241 (147) - 6,095

Dividend paid - (1,895) - - (1,895)

Total transactions with owners of the Group - (1,895) - - (1,895)

Balance as at 31 March 2024 39,344 17,140 (155) (35,956) 20,373

Balance as at 01 April 2024 39,344 17,140 (155) (35,956) 20,373

Profit for the period - 3,300 - - 3,300

Translation of foreign operations - - 303 - 303

Total comprehensive income for the period - 3,300 303 - 3,603

Dividends paid - (2,915) - - (2,915)

Total transactions with owners of the Group - (2,915) - - (2,915)

Balance as at 31 March 2025 39,344 17,525 148 (35,956) 21,061

3130
Annual Report for the year ended 31 March 2025.

Notes to the financial statements

1. Reporting entity

2 Cheap Cars Group Ltd (the Company) is a company domiciled in New Zealand.

The Company is incorporated in New Zealand, registered under the Companies Act 1993 and is publicly traded on the

New Zealand Stock Exchange.

These consolidated financial statements comply with the requirements of the Companies Act 1993 and the Financial

Markets Conduct Act 2013.

These consolidated financial statements as at 31 March 2025 comprise the Company and its subsidiaries: 2 Cheap Cars

Limited, NZ Motor Finance Limited, 2CC International Limited, 2 Cheap Rental Cars Limited, Car Safety NZ Limited and

Car Plus K.K. (collectively, the Group).

2. Basis of preparation

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting

Practice in New Zealand (GAAP) and the requirements of the Financial Markets Conduct Act 2013.

These financial statements comply with New Zealand equivalents of International Financial Reporting Standards

(NZ IFRS). As such, they also comply with International Financial Reporting Standards (IFRS).

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except that certain assets and

liabilities are measured at fair value where stated under their specific accounting policies.

• Derivative financial instruments

• Loans receivable (Note 14)

(c) Functional and presentation currency

These consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the Group's

functional and presentation currency. All financial information presented has been rounded to the nearest thousand

dollars.

d) Going concern

The Directors consider that the Group is a going concern and the consolidated financial statements have been

prepared on that basis.

(e) Critical accounting estimates and judgements

The preparation of the consolidated financial statements, requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income

and expenses. Actual results may differ f rom these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected.

(f) Changes in accounting policies

During the current reporting period, the Group adopted a new accounting policy for the treatment of carbon credits.

Refer to Note (p) for further details on the recognition, measurement, and disclosure of carbon credits.

(g) Changes in accounting estimates

During the year management updated its estimates of expected loss provisions, the discount rate applied to loans

and amended the estimated value of carbon credits, refer to Note 14 for further information.

(h) New / amended accounting standards

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by

the External Reporting Board ('XRB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not yet been

adopted. New Zealand equivalents to International Financial Reporting Standards ('NZ IFRS') that have recently been

issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual

reporting period ended 31 March 2025. The consolidated entity has not yet assessed the impact of these new or

amended Accounting Standards and Interpretations.

a) Basis of consolidation

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,

variable returns f rom its involvement with the entity and has the ability to affect those returns through its power over

the entity. The financial statements of subsidiaries are included in the consolidated financial statements f rom the

date that control commences.

The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they

formed a single entity. Intra-group transactions and balances are therefore eliminated in full.

Subsidiaries are fully consolidated f rom the date on which control is transferred to the Group. They are deconsolidated

f rom the date that control ceases.


Subsidiaries

The subsidiaries of 2 Cheap Cars Group Ltd, all of which have been included in these consolidated financial

statements, are as follows:

3. Material accounting policies

The Group has applied the same accounting policies and methods of computation in these financial statements as its

previous annual financial statements, except for those detailed in note 2(f) and (g) above.

Details of the Group’s material accounting policies are provided below.

In preparing the consolidated financial statements, all intercompany balances, transactions, unrealised gains and

losses resulting f rom intra-group transactions and dividends have been eliminated in full.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency at exchange rates at the dates of the

transactions. Foreign currency differences arising f rom settlement at a different exchange rate are recognised in

profit or loss.

(ii) Foreign currency monetary assets and liabilities

At balance date, foreign monetary assets and liabilities are translated to the functional currency at the closing rate

and exchange variations are recognised in profit or loss.

(iii) Foreign currency non-monetary assets and liabilities

Foreign non-monetary assets and liabilities that are measured based on historical costs are translated using the

exchange rate at the date of the transactions. Any foreign currency difference arising due to translating to functional

currency are recognised in profit or loss.

(c) Revenue

The specific revenue recognition policies associated with the Group’s distinct performance obligations (as presented

in Note 4) are detailed below:

(i) Vehicles sold

Revenue is recognised at a point-in-time, with the transfer of control determined as the point the purchaser takes

final physical possession of the vehicle.

(ii) Insurance policies

Commission revenue is recognised on an agent basis at a point-in-time, with the transfer of control determined

at the point the end customer enters into a signed insurance policy with the insurance provider (principal). As the

uncertainty associated with any commission clawbacks is resolved, previously deferred revenue recognised as

contract liabilities is released and recognised as revenue.

(iii) Sale of scrap parts

Revenue is recognised at a point-in-time, with the transfer of control determined as the point that the purchaser

takes final physical possession of the scrap parts.

NameCountry of incorporation and

principal place of business

Proportion of ownership interest

MAR 2025MAR 2024

2 Cheap Cars LimitedNew Zealand100%100%

NZ Motor Finance LimitedNew Zealand100%100%

2CC International LimitedNew Zealand100%100%

2 Cheap Rental Cars LimitedNew Zealand100%100%

Car Safety NZ LimitedNew Zealand100%100%

Car Plus K.KJapan100%100%

3332
Annual Report for the year ended 31 March 2025.

(iv) Commissions received (booking fee, sales, finance)

Revenue is recognised on an agent basis at a point-in-time , with the transfer of control determined as the point

the end customer enters into a signed finance agreement with the finance provider (principal). As the uncertainty

associated with any commission clawbacks is resolved, previously deferred revenue recognised as contract liabilities is

released and recognised as revenue.

(v) Interest revenue calculated using the effective interest method

Interest revenue comprises interest on loans receivable and cash and cash equivalents. Interest revenue is recognised

based on the effective interest method.

Performance obligations and timing of revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled to, excluding amounts

collected on behalf of third parties and net of rebates, discounts and payments to customers that are not in

consideration for separate goods or services provided. This represents the fair value of total consideration payable,

including both cash and in the case of vehicles sold, any vehicle trade-ins.

Where the ultimate transaction price receivable is subject to variability (such as in the case of vehicle returns or

clawbacks on commissions) revenue is recognised only to the extent that it is highly probable that the revenue

recognised would not be subsequently reversed.

Revenue is recognised when the control associated with a good or service (or in aggregate thereof) representing a

distinct performance obligation is transferred f rom the Group to the customer.

Where a single contract contains two or more distinct performance obligations, the total transaction price of the

contract is allocated between the separate performance obligations based on their stand-alone-sales-prices, and

represents the revenue to be recognised with respect to that separate performance obligation.

Revenue is recognised on an over-time basis subject to meeting specific criteria, otherwise, revenue is recognised at a

point-in-time , being the point that the customer obtains control of the good or service subject to various indicators.

Payment received f rom customers before revenue is recognised and presented as a “Contract liability” in the

consolidated statement of financial position.

Receivables resulting f rom revenue being recognised before the Company is able to contractually invoice for the

goods or services provided is recognised and presented as a “Other current asset” in the consolidated statement of

financial position.

The Group recognises revenue on a net basis as an “Agent” (rather than on a gross basis as “Principal”) when

(i) it is not the party primarily responsible for fulfilling to provide goods or services to the end customer,

(ii) when it does not assume the (inventory) risk of the goods or services, and/or

(iii) it does not have discretion in setting the price payable by the end customer.

(d) Insurance contracts

NZ IFRS 17 Insurance contracts provide a scope exception for certain contracts that provide waivers (forgiveness) of loan

balances upon the occurrence of specified events. Rather than accounting for these waivers as insurance contracts, the

scope exemptions permits the Group to elect to account for such loans entirely as financial instruments.

The Group has elected to apply this scope exemption. Further details of the accounting policy relating to Loans

receivable to which the scope exemption directly effects can be found in Note 7.

- Use of interest-bearing borrowings (interest rate risk); and:

- Purchases in foreign currencies (foreign currency risk).

(e) Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss, except

to the extent that they relate to items recognised directly in equity or in other comprehensive income. In such cases,

the tax is also recognised directly in equity or in other comprehensive income, respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous

years. Current tax also includes any tax liability arising f rom the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable profit or loss,

(ii) temporary differences arising on the initial recognition of goodwill; and

(iii) temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that the

timing of the reversal of the temporary differences is controlled by the Group and it is probable that they will not

reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,

using tax rates enacted or substantively enacted at the reporting date.

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax

positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities

are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and

prior experience.

This assessment relies on estimates and assumptions and may involve a series of judgements about future events.

New information may become available that causes the Group to change its judgement regarding the adequacy of

existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination

is made.

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

assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax

entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be

realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the

extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax

assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related

tax benefit will be realised.





(f) Employee benefits

(i) Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are expected

to be settled wholly within 12 months after the end of the period in which the employees render the related service

are recognised in respect of employees’ services up to the end of the reporting period and are measured at the

amounts expected to be paid when the liabilities are settled.

These include salaries and wages accrued up to the reporting date and annual leave earned, but not yet taken at the

reporting date. The Group recognises a liability and an expense for bonuses where they are contractually obliged or

where there is a past practice that has created a constructive obligation.

(ii) Defined contribution plans (Kiwisaver etc.)

Contributions to defined contribution plans are recognised in the consolidated statement of profit or loss and other

comprehensive income in the year to which they relate.

(g) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated

impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate

items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net

proceeds f rom disposal and the carrying amount of the item) is recognised in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the

expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.

(iii) Depreciation

For plant and equipment, depreciation is based on the cost of an asset less its residual value. Significant components of

individual assets that have a useful life that is different f rom the remainder of those assets are depreciated separately.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of

an item of property, plant and equipment.

The useful lives and depreciation method used for significant items of property, plant and equipment are as follows:

Leasehold improvements 6.0% - 30.0% SL

Furniture and fittings 6.0% - 30.0% SL

Motor vehicles 7.0% - 40.0% SL

Computer equipment 7.0% - 67.0% SL

Workshop equipment 7.0% - 67.0% SL

3534
Annual Report for the year ended 31 March 2025.

Depreciation methods, useful lives and residual values are reviewed at reporting date and adjusted if appropriate.

(h) Inventories

Inventories are measured at the lower of cost and net realisable value with due allowance for any damaged and obsolete

stock items. The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in

acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

Vehicles acquired via trade-in f rom car sales with customers are initially measured at their trade-in date fair value.

(i) Financial instruments

The Group recognises financial instruments when it becomes a party to the contractual provisions of the instrument

Financial instruments are initially measured at fair value. For those financial instruments that are classified as

amortised cost this includes directly attributable transaction costs. For those financial instruments classified as at

fair value through profit or loss, any directly attributable transaction costs are expensed in profit or loss as incurred.

Financial liabilities are measured net of transaction costs.

(i) Financial assets – classification and subsequent measurement

Financial assets are classified based on whether their repayments represent solely payments of principal and interest

(SPPI), and whether the instrument is held to collect those repayments, and/ or to be sold.

At amortised cost

These financial assets represent those held to collect SPPI, and include: Trade and other receivables; Loans receivable

(those that do not include waiver clauses); Cash and cash equivalents (including cash in hand, deposits held at call

with banks).

These financial assets are subsequently measured at amortised cost using the effective interest rate method, less

impairment.

Impairment allowances for trade receivables

Are recognised based on the simplified approach within NZ IFRS 9 using a provision matrix in the determination of

the lifetime expected credit losses. On confirmation that the trade receivable will not be collectible, the gross carrying

value of the asset is written off against the associated impairment allowance.

Impairment allowances for loans receivable

Are recognised based on a forward-looking expected credit loss (“ECL”) model. The methodology used to determine

the amount of the allowance is based on whether there has been a significant increase in credit risk since initial

recognition of the financial asset.

For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve

month expected credit losses along with gross interest income are recognised (“Stage 1”).

For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross

interest income are recognised (“Stage 2”). The Group assumes that the credit risk on a financial asset has increased

significantly if it is more than 30 days past due.

- significant financial difficulty of the borrower;

- a breach of contract, such as a default or being more than 90 days past due;

- granting to the borrower a concession for economic or contractual reasons relating to the borrower’s financial

difficulty; that the Group would not consider otherwise; or

- it is probable that the borrower will enter bankruptcy or other financial reorganisation.

When determining whether there has been a significant increase in credit risk since initial recognition of the financial

asset, and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and

available without undue cost or effort.

This includes both qualitative and quantitative information and analysis, based on the Group’s historical experience

and informed credit assessment and includes forward looking information.

The gross carrying amount of Loans receivable is written off when the Group has no reasonable expectation of

recovering the balance in its entirety or a portion thereof.

At fair value through profit or loss (non-derivatives)

These financial assets represent Loans receivable (that include waiver clauses). In applying the scope exemption in NZ

IFRS 17 Insurance Contracts to these contracts, such that they are accounted for as financial assets in their entirety,

the presence of the waiver clauses results in repayments not representing SPPI. Loans receivable includes loans on

which customers voluntarily elect to opt for additional Asset Waiver and/or Income Waiver products which are offered

by the Group.

Accordingly, these balances are classified and measured subsequently as at fair value through profit or loss

Repayments of these loans are recognised as reductions in the carrying amount, with fair value gains or losses at each

reporting date recognised in profit or loss.

At fair value through profit or loss (derivatives)

Derivatives financial assets represent “in the money” derivative contracts that are classified and measured

subsequently as at fair value through profit or loss, with fair value gains or losses at each reporting date recognised in

profit or loss.

(ii) Financial liabilities - classification and subsequent measurement

Financial liabilities are classified as at fair value through profit or loss if it is held-for-trading, it is a derivative or it is

designated as such on initial recognition, otherwise the it is classified as at amortised cost.

At amortised cost

Includes; Trade and other payables; Borrowings; Lease liabilities.

These financial liabilities are subsequently measured at amortised cost using the effective interest rate method.

At fair value through profit or loss (derivatives)

Derivatives financial liabilities represent “out of the money” derivative contracts that are classified and measured

subsequently as At Fair value through profit or loss, with fair value gains or losses at each reporting date recognised in

profit or loss.

(iii) Derecognition of financial assets and financial liabilities

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows f rom the financial asset expire,

or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks

and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains

substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified

liability are substantially different, in which case a new financial liability based on the modified terms is recognised at

fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the

consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(iv) Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets and inventories, are reviewed

at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then

the asset’s recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Impairment losses directly reduce the carrying amount of assets and are recognised in profit or loss.

The estimated recoverable amount of non-financial assets is the greater of their fair value less costs to sell and value

in use. Value in use is determined by estimating future cash flows f rom the use and ultimate disposal of the asset and

discounting these to their present value using a pre-tax discount rate that reflects current market rates and the risks

specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is

determined for the cash-generating unit to which the asset belongs.

A cash-generating unit is the smallest group of assets that generates cash inflows f rom continuing use that are

largely independent of the cash inflows of the other assets or groups of assets.

Impairment losses are reversed when there is a change in the estimate used to determine the recoverable amount

and there is an indication that the impairment loss has decreased or no longer exists. An impairment loss is reversed

only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been

determined, net of depreciation or amortisation, if no impairment loss had been recognised. All impairment losses are

reversed through profit or loss.

3736
Annual Report for the year ended 31 March 2025.

( j) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are

recognised as a deduction f rom equity, net of any tax effects.

(k) Goods and services tax

With the exception of trade payables and receivables, all items are stated exclusive of Goods and Services Tax.

(l) Reserves

Amalgamation reserve

The amalgamation reserve represents the difference between the fair value of consideration paid and the carrying

amount of net assets in a business combination where the acquirer and acquiree are controlled by the same

(ultimate) party (business combination under common control).

(m) Leases

All leases in which the Group is a lessee are accounted for by recognising a Right-of-use asset and a Lease liability

except for:

• Leases of low value assets; and

• Leases with a duration of 12 months or less.

Payments associated with all leases of low-value assets and short-term leases of equipment and vehicles are

recognised on a straight-line basis as an expense in profit or loss.

(i) Initial measurement

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term,

with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this

is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is

used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index

or rate, however in such cases the initial present value determination assumes that the variable element will remain

unchanged throughout the lease term.

Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonable certain to assess that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of

termination option being exercised.

Right-of-use assets are initially measured at the amount of the Lease liability, reduced for any lease incentives

received, and increased for:

• Lease payments made at or before commencement of the lease;

• Initial direct costs incurred; and

•The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore

the leased asset (typically make-good provisions on buildings).

(ii) Subsequent measurement

Subsequent to initial measurement Lease liabilities increase as a result of interest charged at a constant rate on the

balance outstanding and are reduced for lease payments made.

Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining

economic life of the asset if, rarely, this is judged to be shorter than the lease term. Right-of-use assets are also subject

to impairment assessment at reporting date.

(iii) Remeasurement

When the Group revises its determination of the use (or non-use) of renewal and/or termination options, the carrying

amount of the lease liability is adjusted to reflect the payments to make over the revised term, which are discounted

at the revised discount rate.

The carrying value of lease liabilities is similarly revised when the variable element of future lease payments

dependent on a rate or index is revised, however this is discounted at the original discount rate.

In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised

carrying amount being amortised over the remaining (revised) lease term.

(iv) Modifications to lease agreements

When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature

of the modification:

Increases in scope:

• If the renegotiation results in one or more additional assets being leased for an amount commensurate with the

stand-alone price (i.e. market rate) for the additional rights-of-use obtained, the modification is accounted for as a

separate lease in accordance with the above policy.

• In all other cases (whether that is an extension to the lease term, or one or more additional assets being leased), the

lease liability is remeasured using the revised discount rate applicable on the modification date, with the right-of-use

asset being adjusted by the same amount.

Decreases in scope:

• Both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect

the partial of full termination of the lease with any difference recognised in profit or loss.

• The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated

payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the

modification date.

• The right-of-use asset is adjusted by the same amount.

(n) Government grants

Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic

basis in the periods in which the associated expenses are recognised.

(o) Finance income and finance expenses

Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance expenses comprise interest expense on borrowings.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset

are recognised in profit or loss using the effective interest method.

(p) Intangible assets

Finite intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, f rom the

date that they are available for use.

The estimated useful lives for the current and comparative periods are as follows:

- Trademarks 10 years

- Software 5 years

Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.

- Carbon credits have been recognised at cost, which represents the value attributed to the credits at the time they

were earned or incurred. At the time the credits were originally earned, the business was participating in the Fleet

Average Scheme. Under this scheme, credits were generated based on fleet-wide emissions performance relative to

regulatory thresholds. These credits are not revalued subsequently and are carried at cost unless impaired.

(q) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,

deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of

three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant

risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the

consolidated statement of financial position.

3938
Annual Report for the year ended 31 March 2025.

1 During the f inancial year, the Group recognised a gain relating to carbon credits generated and retained in prior

reporting periods but not previously recognised as assets due to uncertainty regarding the measurement of their

future economic benef its at the time.

In the 2024 calendar year, the Group became a net purchaser of carbon credits. This change has provided suff icient

certainty that the retained credits f rom prior years will be utilised to offset future f ixed price obligations, thereby

meeting the recognition and measurement criteria under NZ IAS 38 Intangible Assets. Consequently, an intangible

asset has now been recognised in respect of these credits.

The carbon credits were initially measured at their redemption value, being the f ixed charge avoided for used vehicles

under the Fleet Average scheme (NZ ETS), reflecting the value attributable to the economic benef its expected to flow

to the Group.

Notes to and forming part of the consolidated the financial statements

4. Revenue from contracts with customers

5. Sundry income

6. Segment reporting

Description of segments

Management has determined the operating segments based on the components of the Group that engage in

business activities, which have discrete financial information available and whose operating results are regularly

reviewed by the Group's chief operating decision maker. The chief operating decision maker has been identified as

the Board of Directors. The Board of Directors makes decisions about how resources are allocated to the segments

and assesses their performance. Geographically the Group's business activities are located in New Zealand.

Reportable segments have been identified as follows:

Operating segments

MAR 2025MAR 2024

$'000$'000

Sale of cars 73,065 78,764

Fair value gain/(loss) on revaluation(105) (86)

Interest on bank accounts, short term deposits and investments 202 85

Loan fees and interest 273 503

Agent commissions received

- Interest agent commissions 4,379 4,899

- Insurance agent commissions 2,356 2,619

Total revenue from contracts with customers 80,170 86,783

Timing of transfer of goods and services

Point of sale income 79,735 86,068

Over time income 435 715

Total revenue 80,170 86,783

As at 31 March 2025Automotive

retail


Finance

Other

entities

Inter-entity

transactions


Total

$’000$’000$’000$'000$'000

Revenue including interest 79,928 170 10,897 (10,825) 80,170

Sundry income 1,795 - 30 (30) 1,795

Cost of sale(66,801) - (8,243) 10,870 (64,174)

Interest expense - finance - - - - -

Operating expense(9,437) (141) (2,886) - (12,464)

Operating profit 5,485 29 (202) 15 5,327

Dividend received - - 4,792 (4,792) -

Interest expense - trading(623) (135) (6) 25 (739)

Net profit before tax 4,862 (106) 4,584 (4,752) 4,588

As at 31 March 2024Automotive

retail


Finance

Other

entities

Inter-entity

transactions


Total

$’000$’000$’000$'000$'000

Revenue including interest 86,306 423 11,005 (10,950) 86,784

Sundry income(5) - 25 (20) -

Cost of sale(68,773) 1 (8,296) 10,950 (66,118)

Interest expense - finance - - - - -

Operating expense(7,621) (203) (3,418) - (11,242)

Operating profit 9,907 222 (685) (20) 9,424

Dividend received - - - - -

Interest expense - trading(570) (169) (6) 43 (702)

Net profit before tax 9,337 53 (691) 23 8,722

MAR 2025MAR 2024

$'000$'000

Carbon Credit Income1 1,713 -

Other 82 -

Total sundry income 1,795 -

4140
Annual Report for the year ended 31 March 2025.

7. Determination of fair values

Face value versus carrying amounts

The carrying amount of financial assets and liabilities has been determined to be a reasonable approximation of their

fair value.

Refer to Note 14 for fair value measurement information regarding Loans receivable.

8. Finance expenses

9. Key operating expenses

NoteMAR 2025MAR 2024

$'000$'000

Interest expense on financial liabilities measured at

amortised cost

(79) (214)

Interest expense on lease liabilities17(550) (362)

Other(110) (126)

Finance expenses(739) (702)

NoteMAR 2025MAR 2024

Key operating expenses includes the following:$'000$'000

Audit fees(139) (103)

Amortisation(14) -

Depreciation - property, plant and equipment25(356) (261)

Depreciation - right-of-use assets17(2,280) (2,065)

Wages and salaries(3,092) (3,497)

Kiwisaver contributions(158) (172)

10. Earnings per share

Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the Group by the

weighted average number of ordinary shares on issue during the year, excluding shares held as treasury stock.

Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.


12. Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and short term

deposits with an original maturity of three months or less which are subject to an insignificant risk of changes in value.


13. Inventories

As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed

to be a significant increase in credit risk associated with the Group’s Cash and cash equivalents balance. Credit rating

is as per Standard & Poor.

Term deposits are presented as cash equivalents if they have a maturity of three months or less f rom the date

of acquisition and are repayable with 24 hours’ notice with no loss of interest. See note 3(q) for the Group’s other

accounting policies on cash and cash equivalents.


The cost of inventory recognised in the period 31 March 2025 is $58,241,068.

The carrying value of inventory pledged as security as the Group's borrowings as at 31 March 2025 is $12,911,444.


11. Dividends

MAR 2025MAR 2024

Numerator$'000$'000

Profit for the period 3,300 6,241

Denominator

Weighted average number of shares 45,554,500 45,554,500

EPS basic0.07 0.14

EPS diluted0.07 0.14

MAR 2025MAR 2024

$'000$'000

Final dividend 1,907 -

Interim dividend 1,008 1,895

Total 2,915 1,895

MAR 2025MAR 2024

$'000$'000

Gross stock on hand 15,138 14,094

Inventory provision(206) (221)

Total inventories 14,932 13,873

Held with

credit rating

31 Mar 2025

Credit

rating

Interest

31 March 2025

Interest

31 Mar 2024

MAR 2025MAR 2024

$'000$'000

Cash at BankANZ BankAA-1.75% - 4,123 120

ASB Bank

AA-

3.61%5.36% 67 3,422

Mizuho Bank

A

0.02%0.02% 1,116 871

Xe - - 38 260

4342
Annual Report for the year ended 31 March 2025.




31 Mar 2024


Current2% 746 (15) 731

Past due up to 30 days7% 169 (12) 157

Past due 30 - 60 days17% 56 (10) 46

Past due 60 - 90 days27% 12 (3) 9

91 days and over53% 131 (69) 61

9.8% 1,113 (109) 1,005

The effective interest rate on loans receivable at amortised cost are 9.95% - 17.95%

Loans receivable measured at amortised cost (financial assets which represent solely payments of principal and

interest) have been impaired at 30.2%, using the expected credit loss model.

Loans receivable measured at fair value (financial instruments that include waiver based clauses) are modelled at fair

value and include an effective default risk impairment rate of 32.5% which is factored into the valuation inputs.

The Company ceased additional lending in July 2022 with the remaining loan book now being wound down.

The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for

impairment. The provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair

value are included in the fair value gain or loss.


Determination of fair values

Loans and receivables – At amortised cost book value Book value

Loans and receivables – At fair value through profit and loss Discounted cash flow

14. Loans receivable



Opening balance (1 April 2023)



Amortised cost

Fair value

through profit

and loss



Total

Gross carrying value 2,241 1,769 4,010

Less: Impairment allowance (101) - (101)

Total loans receivable 2,140 1,769 3,909

Movements during the period

Advances of loans to customers (1,585) (864) (2,448)

Repayments of loans by customers 442 - 442

Movement in accrued interest 15 - 15

Movement in Impairment allowance(7) - (7)

Fair value gain/(loss) on revaluation - (89) (89)

Total movements(1,135) (953) (2,088)

Gross carrying value 1,113 816 1,930

Less: Impairment allowance (109) - (109)

Total loans receivable 1,005 816 1,821

Closing balance (31 March 2024)

Current portion 603 496 1,099

Non-current portion 510 321 831

Less: Impairment allowance (109) - (109)

Total loans receivable 1,005 816 1,821



Opening balance (1 April 2024)



Amortised cost

Fair value

through profit

and loss



Total

Gross carrying value 1,113 816 1,930

Less: Impairment allowance (109) - (109)

Total loans receivable 1,005 816 1,821

Movements during the period

Advances of loans to customers - - -

Repayments of loans by customers(728) (550) (1,278)

Movement in accrued interest 119 113 232

Other accrued repayments 22 29 51

Movement in impairment allowance(50) - (50)

Fair value gain/(loss) on revaluation - (104) (104)

Total movements(637) (512) (1,150)

Gross carrying value 526 304 830

Less: Impairment allowance (159) - (159)

Total loans receivable 367 304 671

Closing balance (31 March 2025)

Current portion 305 239 544

Non-current portion 221 65 286

Less: Impairment allowance (159) - (159)

Total loans receivable 367 304 671




31 Mar 2025

Expected loss

rate

Gross finance

receivable

$’000

Collective

impairment

provision

$’000

Net finance

receivables

$’000

Current2% 258 (5) 253

Past due up to 30 days7% 46 (3) 43

Past due 30 - 60 days17% 18 (3) 15

Past due 60 - 90 days27% 34 (9) 25

91 days and over81% 171 (139) 32

527 (159) 368

MAR 2025MAR 2024

$'000$'000

Movement in the impairment provisions:

Specific impairment provision

Opening balance(109) (102)

Impairment movement through profit or loss(50) (26)

Amounts written off - 19

(159) (109)

4544
Annual Report for the year ended 31 March 2025.

15. Trade and other receivables

MAR 2025MAR 2024

$'000$'000

Trade receivables 350 601

Less: Impairment allowance(158) (87)

Net trade receivables 192 514

Prepayments 678 2,184

Other current assets 204 418

Other receivables 882 2,602

MAR 2025MAR 2024

$'000$'000

Trade payables 2,686 1,621

Financial liabilities at amortised cost 2,686 1,621

Contract liabilities 175 185

Other payables 353 453

Total trade and other payables 3,214 2,259

Trade receivables generally have terms of 30 days and are interest f ree. Trade receivables of a short-term duration are

not discounted.

These financial assets are subsequently measured at amortised cost using the effective interest rate method, less

impairment.

Trade payables generally have terms of 30 days and are interest f ree. Trade payable of a short-term duration are not

discounted.

16. Trade and other payables

(i) Right of use assetsMAR 2025MAR 2024

$'000$'000

Opening balance 6,702 7,461

Additions and modifications 3,244 1,331

Less:

Depreciation(2,280) (2,065)

Terminations(812) (25)

Closing Balance 6,854 6,702

(ii) Lease liabilities

Opening balance 7,306 7,935

Additions and modifications 3,244 1,352

Interest 550 362

Gain on changes to leases - (14)

Less:

Terminations(867) (28)

Repayments(2,549) (2,297)

Effects of movements in exchange rates(2) (5)

Closing balance 7,682 7,306

Current portion 2,084 1,689

Non-current portion 5,598 5,617

Total lease liabilities 7,682 7,306

(iii) Balance sheet and cash flow statementMAR 2025MAR 2024

$'000$'000

Carrying amount of RoU asset (by asset class)

• Premises 6,854 6,702

• Equipment - -

Total cash outflow related to leases (principal repayments)(1,999) (1,935)

Total cash outflow related to leases (interest)(550) (362)

17. Leases

The Group leases a number of properties and equipment in the jurisdiction f rom which it operates.

(i) Lease term – use of renewal and termination options

The Group’s property leases typically include renewal and termination options. The Group must assess whether it

reasonably expects (or not) to exercise these when determining the lease term.

(ii) Short term leases

As at 31 March 2025 Short-term lease expense (excluding leases of 1 month or less) being $154,496

These are all leases that exclude 1 month or less in duration, which management have assessed do not qualify as a lease

under NZ IFRS16 leases and have not been capitalised as a result.

Variable lease payments incurred for FY25 is $9,859.

4746
Annual Report for the year ended 31 March 2025.

MAR 2025MAR 2024

$'000$'000

Liability for annual leave 661 631

Wages payables 201 209

Total 862 840

(a) Income tax recognised in profit or loss and other comprehensive incomeMAR 2025MAR 2024

$'000$'000

Income tax recognised in profit or loss

Current tax 947 2,510

Deferred tax 341 (29)

Total income tax expense 1,288 2,481

(b) Reconciliation of income tax expenseMAR 2025MAR 2024

$'000$'000

Income tax recognised in profit or loss

Profit before income tax expense 4,588 8,722

Tax expense at the domestic tax rate (28%) 1,285 2,442

Permanent differences(1) 10

Effects of tax rate in foreign jurisdictions 4 29

Income tax expense 1,288 2,481

(c) Deferred taxMAR 2025MAR 2024

$'000$'000

Income tax recognised in profit or loss

Balance at the beginning of the period 474 445

Current period movement(341) 29

Deferred tax asset 133 474

Made up of:

Deferred tax asset 2,645 2,440

Deferred tax liability(2,512) (1,966)

Net balance as per above 133 474

18. Employee benefit liabilities

19. Income tax

Deferred tax assets are attributable to the following:MAR 2025MAR 2024

$'000$'000

Inventory provision 58 62

Employee benefits 168 155

Doubtful debt 44 24

Others 25 24

Contract liabilities 34 41

Carbon credits(427) -

Lease liabilities 2,146 2,044

Right-of-use asset(1,914) (1,875)

Total 133 474

MAR 2025MAR 2024

$'000$'000

Imputation credits at 1 April(3,341) (3,625)

Prior period adjustments(22) -

New Zealand Tax payments, net of refunds(2,252) (452)

RWT attached to interest received(48) -

Imputation credits attached to dividends received - (1)

Imputation credits attached to dividends paid 1,109 737

(4,553) (3,341)

20. Imputation credits

MAR 2025MAR 2024

$'000$'000

Current

Retail Trade Finance Facility1 - 1,500

Mizuho bank2 114 -

114 1,500

Non- current

Term loan - Mizuho bank 823 -

823 -

21. Borrowings

1During the year the Company secured competitively priced working capital finance with ANZ Bank, including a new

NZD$5.0 million trade finance loan and a NZD$1.0 million commercial flexi facility. At balance date this facility had not

yet been utilised. ANZ holds General Security Agreements (GSAs) over all of the Group’s NZ subsidiaries, securing all

present and after-acquired property.

2During the year, the Company secured a JPY 80 million term loan f rom its Japanese banking partner. The loan is

structured as a principal and interest facility, repayable over 7 years, with an initial annual interest rate of 2.375%.

Proceeds were used to support general working capital requirements.

The loan is guaranteed by the Osaka Credit Guarantee Corporation, a public institution that facilitates SME lending

in Japan.

The Group has not pledged any direct assets as security to Mizuho Bank.

To enable the guarantee arrangement, David Sena, a director of the Company, has provided a personal guarantee to the

Osaka Credit Guarantee Corporation, supported by a charge over residential property owned in his personal capacity.

4948
Annual Report for the year ended 31 March 2025.

Number of ordinary sharesMAR 2025MAR 2024

Opening balance 45,554,500 45,554,500

Total issued and authorised capital 45,554,500 45,554,500

Dollar value of ordinary sharesMAR 2025MAR 2024

$'000$'000

Opening balance 39,344 39,344

Total issued and authorised capital 39,344 39,344

22. Share capital

All issued shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends

as declared f rom time to time and are entitled to one vote per share at meetings of the Group and rank equally with

regard to the Group’s residual assets.

MAR 2025MAR 2024

$'000$'000

Short-term employee benefits 827 1,301

Director fees 324 290

Defined contribution plans 23 38

Termination benefits 109 51

Total key management personnel remuneration 1,282 1,680

Transactions with related parties

Transactions for the periodBalance outstanding at balance date

MAR 2025MAR 2024MAR 2025MAR 2024

$'000$'000$'000$'000

Yusuke Sena - - 10 10

- - 10 10

23. Related parties

Identity of related parties

The group has a related party relationship with its key management personnel being the Directors and Executive

Officers.

Key management personnel

Key management personnel represent the Board of Directors, and the Senior Leadership team including the Managing

Directors, Chief Executive Officer and Chief Financial Officer.

Indemnities

During the year, the Company entered into a Deed of Indemnity with Mr. Yusuke Sena, a related party, in respect of a

personal guarantee he provided to Mizuho Bank for a JPY 80 million loan facility extended to Car Plus KK, a subsidiary

of the Group. Under the deed, the Company has agreed to indemnify Mr. Sena for any liabilities incurred under the

guarantee, up to the full facility amount plus associated penalties, costs, and interest. The company considers the fair

value of the guarantee to be immaterial and it has not been recognised in the financial statements.

31 March 2025Credit rating *Cash and cash

equivalents

Total

$’000$’000

ANZ BankAA- 4,123 4,123

ASB BankAA- 67 67

Mizuho BankA 1,116 1,116

Xe 38 38

5,344 5,344

31 March 2024Credit rating *Cash and cash

equivalents

Total

$’000$’000

ANZ BankAA- 3,422 3,422

ASB Bank

AA-

120 120

Mizuho Bank

A

871 871

Xe 260 260

4,673 4,673

24. Financial instruments - risk management

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and,

whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes

that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board

receives monthly reports f rom the Chief Financial Officer through which it reviews the effectiveness of the processes put

in place and the appropriateness of the objectives and policies it sets. The Group’s internal finance team also review the

risk management policies and processes and report their findings to the Audit Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting

the Groups competitiveness and flexibility. Further details regarding these policies as they relate to the specific financial

risks that the Group is exposed to are set out below.

Through its operations, the Group is exposed to the following financial risks:

(a) Credit risk

(b) Market risk

(c) Liquidity risk

(d) Currency risk

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their contractual

obligations.

The Group’s exposure to credit risk is represented by the carrying amount of cash and cash equivalents, investments

and foreign exchange contracts.

As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed

to be a significant increase in credit risk associated with the Group’s cash and cash equivalents balance. Credit rating

is as per Standard & Poor.

The Group has an Audit & Risk Committee that monitors credit risk as part of its wider duties.

Cash and cash equivalents held with financial institutions are presented in the table below:


* Standard & Poor’s

Interest rates on interest bearing cash and cash equivalents and investments range between 0.02% - 4.15%

(2024: 0.02% - 5.36%).

5150
Annual Report for the year ended 31 March 2025.

(b) Market risk

Market risk arises f rom the Group’s:

- Use of interest-bearing borrowings (interest rate risk); and

- Purchases in foreign currencies (foreign currency exchange risk).

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate because of

changes in market interest rates.

The Group is exposed to interest rate risk f rom its variable rate borrowing and lease liabilities, with rates between

11.3% - 2.4% (2024: 9.3% - 3.3%).

ii. Foreign currency exchange risk

The Group currently does not have any sales transactions denominated in foreign currencies, however, the Group has

purchase transactions denominated in foreign currencies.

During the current reporting period, the Group has purchased used cars with purchase prices denominated in foreign

currencies (YEN).

To mitigate foreign exchange risk on significant purchases, the Group enters into forward exchange contracts to match

the timing and amount of payments due. Derivatives are initially recognised at fair value on the date a derivative

contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period.

The Group does not apply hedge accounting to these transactions, and they are classified as held for trading for

accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or

liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. They are

considered level 2 fair value measurements being based on the present value of future cash flows based on the forward

exchange rates at the reporting date.

There are open forward exchange contracts of $2.3m at the end of the reporting period (2024: $4.0m).

The net foreign exchange loss recognised for the year was $0.44m (2024: $0.79m loss).

(c) Liquidity risk

Liquidity risk arises f rom the Group’s management of working capital. It is the risk that the Group will encounter

difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become

due. To achieve this the Group maintains a monthly forecast on its future cash position to ensure it can meet financial

obligations when they fall due.

The Board receives monthly financial statements which include statements of financial position, performance and cash

flows, as well as budget/forecast variance reports, to ensure it holds or will hold cash equivalents to meet its obligations.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial

liabilities:

As at 31 March 2025Up to

3 months

Between

3-12 months

Between

1-2 years

Between

2- 5 years

Over 5 yearsTotal

$’000$’000$’000$’000$’000$’000

Trade and other payables 3,106 19 23 66 - 3,214

Borrowings 28 86 236 375 213 937

Lease liabilities 158 1,925 1,442 4,156 - 7,682

Total 3,293 2,030 1,701 4,597 213 11,833

As at 31 March 2024Up to

3 months

Between

3-12 months

Between

1-2 years

Between

2- 5 years

Over 5 yearsTotal

$’000$’000$’000$’000$’000$’000

Trade and other payables 1,541 651 21 46 - 2,259

Borrowings 1,500 - - - - 1,500

Lease liabilities 559 1,470 1,861 3,553 743 8,186

Total 3,600 2,121 1,882 3,599 743 11,945

25. Property, plant and equipment

The Group has reviewed each items of property, plant and equipment and no impairment charge was recognised for

the year ended 31 March 2025 (March 2024: Nil).

Depreciation methodology

The Group recognises depreciation on a straight line basis.

Leasehold

improvements

Motor

vehicles

Furniture &

fittings

Computer

equipment

Workshop

equipment

Total

Cost$’000$’000$’000$’000$’000$’000

Balance at 1 April 2024 889 857 737 649 203 3,335

Additions 1,122 156 27 22 12 1,339

Disposals - (119) (1) - - (120)

Effect of exchange rate - (4) - - - (4)

Balance at 31 March 2025 2,011 890 763 671 215 4,550

Leasehold

improvements

Motor

vehicles

Furniture &

fittings

Computer

equipment

Workshop

equipment

Total

Cost$’000$’000$’000$’000$’000$’000

Balance at 1 April 2023 636 525 718 610 117 2,606

Additions 254 357 19 40 112 782

Disposals(1) (25) - (1) (26) (53)

Balance at 31 March 2024 889 857 737 649 203 3,335

Accumulated depreciation

Balance at 1 April 2024 (213) (345) (382) (551) (57) (1,548)

Depreciation(95) (127) (50) (59) (25) (356)

Disposals - 65 - - - 65

Effect of exchange rate - (3) - - - (3)

Balance at 31 March 2025(308) (410) (432) (610) (82) (1,842)

Accumulated depreciation

Balance at 1 April 2023(158) (266) (337) (487) (38) (1,286)

Depreciation(55) (78) (45) (64) (19) (261)

Disposals - 3 - - - 3

Effect of exchange rate - (4) - - - (4)

Balance at 31 March 2024(213) (345) (382) (551) (57) (1,548)

Net book value

Balance at 31 March 2025 1,703 480 331 61 133 2,708

Net book value

As at 31 March 2024 676 512 355 98 146 1,787

5352
Annual Report for the year ended 31 March 2025.

MAR 2025MAR 2024

$'000$'000

Net profit for the year 3,300 6,241

Non-cash items:

Depreciation of property, plant and equipment 2,650 2,332

Carbon credits(1,526) -

Provisions and fair value gains(24) (43)

Loss/(gain) on sale of property, plant and equipment(56) -

Finance expense 550 214

1,594 2,503

Movements in working capital:

(Increase)/decrease in trade and other receivables 1,472 1,954

(Increase)/decrease in other current assets 1,720 269

Increase/(decrease) in trade and other payables 955 (485)

(Increase)/decrease in Inventory(1,059) (5,496)

Increase/(decrease) in deferred tax 341 (29)

3,429(3,787)

Cash generated from operations 8,323 4,957

Movement in income tax payable(1,596) 1,964

Net cash flows from operating activities 6,727 6,921

Other

Intangibles

Carbon

Credits1Total

$'000$'000$'000

Cost

Balance at 1 April 2024 76 - 76

Additions 3 1,713 1,716

Balance at 31 March 2025 79 1,713 1,792

Accumulated amortisation

Balance at 1 April 2024(1) - (1)

Amortisation(15) - (15)

Transfers to inventory - (187) (187)

Balance at 31 March 2025(15) (187) (203)

Net book value

As at 31 March 2025 64 1,526 1,589

26. Notes supporting statement of cash flows27. Intangible assets

28. Contingent liabilities

29. Subsequent events

Reconciliation of profit after tax with net cash flow f rom operating activities


ANZ Bank Limited has given a guarantee to the landlord on behalf of the Group to secure premises.

The maximum guarantee is for $1,576,196 (March 2024: $2,368,014).

No significant events have occurred subsequent to the balance date.

1The Group recognised carbon credits as intangible assets during the f inancial year, in line with NZ IAS 38.

These credits were generated in prior periods and are expected to be utilised to meet future emissions obligations.

Carbon credits expire 3 years after they are granted.

The Group's credits have expiry dates ranging f rom 31 December 2026 to 31 December 2028. However, based on the

Group’s current vehicle import volumes and emissions prof ile, the entire balance is expected to be utilised within

18 months.

The Group carries carbon credit assets at cost less accumulated impairment losses.

The carbon credits are not amortised, as they are consumed in the ordinary course of business and effectively form

part of inventory when applied to offset charges on imported vehicles. At the point of utilisation, their cost will be

reclassif ied through cost of goods sold.

55
54

Annual Report for the year ended 31 March 2024

This statement of Corporate Governance is correct as of 31 May 2025

and was approved by the Board on 27 June 2025

This statement outlines the principles, practices, and

policies that guide the Company’s operations and

decision-making including the roles and responsibilities

of its Board of Directors, management team, and various

committees. It also outlines the Company’s approach to

key issues such as risk management, ethical conduct,

and transparency.

The Board has set the Company’s corporate governance

arrangements having regard to the NZX Corporate

Governance Code (Code) recommendations. The

Company believes that its corporate governance

practices in FY25 are materially in line with the Code

published on 31 January 2025. This governance statement

summarises:

• the Company’s corporate governance practices;

• the areas where the recommendations of the Code are

not fully complied with; and

• those areas where further work is being undertaken to

reach full compliance.

The Company takes a continuous improvement

approach to corporate governance such that its policies

are reviewed on a regular basis. Key governance policies

and charters can be viewed on the Company’s website at

www.2cheapcars.co.nz/investors/.

Principle 1: Culture and ethical behaviour

The Company has adopted a written Code of Culture and

Ethical Behaviour (CCEB) that outlines the Company’s

core values. It sets out explicit expectations for ethical

decision-making and personal behaviour for the Board

of Directors (Directors, and the Board) and employees.

The CCEB is available to all Directors, volunteers,

employees and contractors of the Company and its

subsidiaries (2CC personnel), and is publicly available on

the Company’s website.

Previously incorporated in the CCEB, in November 2023

the company formally adopted a standalone ‘Whistle

Blower’ policy. This policy outlines a f ramework for

whistle blower protection if Company personnel report a

breach or suspected breach of law, regulation, Company

policy or other serious wrongdoing.

The Company’s Financial Products Dealing Policy,

along with the Financial Markets Conduct Act 2013,

imposes limitations and requirements on Directors and

employees in dealing in the Company’s shares.

These limitations prohibit dealing in shares while

in possession of inside information and impose

requirements for seeking consent to trade.

Principle 2: Board composition and

performance

Board composition and performance

As at 31 March 2025 and 31 May 2025, the Board has

three Directors, two of whom are Independent Directors

– Michael Stiassny and Gordon Shaw, and an Executive

Director David Sena.

In order for a Director to be independent, the Board has

determined that he or she must not be an employee (as

defined in the NZX Listing Rules) of the Company or any

of its subsidiaries and have no disqualifying relationships

(as defined in the NZX Listing Rules). Independence

is determined by the Board in accordance with the

independence requirements of the NZX Listing Rules;

and having regard to the factors described in the Code.

Each Director has experience, skills and expertise that

are of value to the Company. Profiles of Directors are

available on the Company’s website, and Directors’

interests are disclosed on page 66 of the Company’s 2025

Annual Report.

The roles and responsibilities of the Board are detailed

in the Board Charter, which was most recently reviewed

and approved in November 2023, and is available on the

Company’s website. The Board’s primary objective is to

act at all times in a manner designed to create and grow

sustainable value for our shareholders. The Directors are

expected to be cognisant of the duties and obligations

imposed on them by the Company’s Constitution, the

NZX Listing Rules and by law.

The Board has delegated authority for day-to-day

leadership and management of the business to the

CEO, who in turn has sub-delegated authority to other

Company management with specified financial and

non-financial limits.

The Company’s Delegations of Authority Policy is

reviewed annually by the Board.

The number of elected Directors, and the procedure

for their retirement and election at annual meetings,

is determined in accordance with the Company’s

Constitution and the NZX Listing Rules.

Annual Report for the year ended 31 March 2024

STATEMENT

OF CORPORATE

GOVERNANCE

Annual Report for the year ended 31 March 2025.

The Company has not established a separate nominations

committee to recommend Director appointments to

the Board, as this function is carried out by the whole

Board, as permitted by recommendation 3.4. All Directors

are involved in the consideration of Board composition

and nominations and take into account a number of

factors including qualifications, capability, experience,

judgment and skills, and the ability to work with other

Directors. Shareholders may also nominate candidates for

election to the Board. Reference checks are carried out

on all candidates and key information about candidates

is provided to shareholders to assist their decision as to

whether or not to elect or re-elect a candidate. Board

members enter into written agreements with the

Company, outlining the terms of their appointment.

Directors are encouraged to undertake appropriate

training and education to ensure they remain up-to-

date on best practice to perform their duties. In addition,

management provide regular updates on relevant

industry and Company issues such as briefings f rom

Senior Executives.

All Directors have access to Executives to discuss issues,

get information on specific areas in relation to matters

to be discussed at Board meetings and for other areas

as they consider appropriate. Subject to the approval of

the Board Chair, Committees and Directors have the right

to seek independent professional advice where the

Committee or individual deems it necessary to carry

out its, his or her functions. This advice is at the

Company’s expense.

The Company has arranged a policy of Director and

Officer’ liability insurance with Vero Liability Insurance

Limited. This policy covers Directors and Officers so that

any monetary loss suffered by them, as a result of actions

undertaken by them as a Director or Officer, is insured

to specified limits (and subject to legal requirements

and/or restrictions).

The Chair meets regularly with Directors to discuss

and assess individual performance of the Directors.

In accordance with its Charter, the Board will review

and assess its performance as a whole and committee

performance on an annual basis, and in such manner

as the Board deems appropriate.

Diversity

The Company is committed to equal employment

opportunities and treating all individuals fairly and

with respect. The Company has a diverse workforce

and recognises that everyone has individual differences

which can be leveraged to create stronger teams and

drive stronger business performance.

The Company’s approach to diversity is outlined in

the Company’s Diversity and Inclusion Policy, which

is available on the Company’s website. Key areas of

focus are:

• Recruitment and retention of a diverse workforce

• Creating a supportive working environment

• People development

• Recognition and reward based on merit.

The Company did not comply with Recommendation 2.5

of the NZX Corporate Governance Code during the 2025

financial year. Specifically:

(i) The recommendation that the board should have a

diversity policy with measurable objectives and report on

progress.

(ii) This non-compliance applied for the full financial year

ending 31 March 2025.

(iii) The Company has not yet implemented systems to

track progress against measurable objectives under its

Diversity Policy due to a lack of resource to effectively

collect and analyse the required data.

(iv) In lieu of measurable objectives, the Company

adopted alternative practices including monitoring

gender diversity and promoting inclusive hiring practices,

which are reviewed internally.

(v) These alternative practices have been approved by

the Board as interim steps while systems and resources

are developed to allow future tracking and disclosure of

measurable diversity objectives.

The Board is committed to all objectives detailed in

the Diversity and Inclusion Policy. The Board discusses

diversity and inclusion with management and is

conf ident the Company is meeting its commitments

and objectives in this regard. Any issues arising through

non-adherence to the Policy are discussed by the Board

and resolved to ensure all Company personnel act in

accordance with - and in the spirit of - the Policy.

The Company’s workforce composition was as follows:

The Board has reviewed its required diversity profile

and considers the make-up of the Board is currently

sufficiently diverse for the purposes of forming a strong

team, providing specialised knowledge and expertise in

relevant markets and driving business performance.

As at 31 March 2025 the composition of Directors and

Officers of the Company were all male.

(An Officer is a person who is concerned or who takes

part in the management of the Company’s business and

reports directly to the Board or the CEO).

As At 31 March 2025:MaleFemaleGender

diverse

Directors 3 --

Officers 1 --

As At 31 March 2025:MaleFemaleGender

diverse

73 (76%) 23 (34%)-

Total employees96

As At 31 March 2024:MaleFemaleGender

diverse

Directors 3 --

Officers 2 --

54

5756
Annual Report for the year ended 31 March 2025.

STATEMENT OF CORPORATE GOVERNANCE

Continued

STATEMENT OF CORPORATE GOVERNANCE

Continued

CommitteeRoleMembers

Audit, Finance and Risk

Management Committee

The main purpose of this Committee is to assist the

Board in providing oversight of matters relating

to the quality and integrity of financial reporting,

independence and performance of the external

auditors, effectiveness and objectivity of the internal

audit programme and oversight of business risks and

compliance activities.

Gordon Shaw (Chair)

Michael Stiassny

David Sena

Remuneration CommitteeThis Committee has been established to assist the

Board in fulfilling its responsibilities in relation to the

following matters:

1. Formal and transparent method for determining

Directors’ remuneration.

2. Remuneration of the CEO.

3. Review of the remuneration recommendations

made by the CEO for the senior management team.

4. Consideration and review of any incentive plans or

payment targets and calculations for the CEO and

senior management team.

5. Review of the overall Company-wide salary and

incentive policies.

Gordon Shaw (Chair)

Michael Stiassny

David Sena

Principle 3: Board Committees

The Board has delegated a number of its responsibilities to Committees to assist in the execution of the Board’s

responsibilities. The use of Committees allows issues requiring detailed consideration to be dealt with separately

by members of the Board who have specialist knowledge and experience, thereby enhancing the efficiency and

effectiveness of the Board. However, the Board retains ultimate responsibility for Committee functions, and determines

their responsibilities. Copies of relevant Committee Charters can be found on the Company’s website.

Although recommendation 3.1 of the Code recommends that the Audit Committee should be majority independent and

comprise solely of non-executive Directors, the current composition of the Board means that all Directors are currently

members of all committees including David Sena who is an Executive Director (as Listing Rule 2.13.2 requires a minimum

of three members in the Audit Committee).

Members of the Board can attend any Committee meeting and minutes of Committee meetings are available to

all members. Each Committee is empowered to seek any information it requires f rom the Company’s personnel to

undertake their duties. Committees can also get independent legal or other professional advice (with Chair approval).

Special purpose Committees may be formed to review and monitor specific projects together with senior management.

In the case of a takeover offer, the Company would engage expert legal and financial advisors to provide advice.

Takeover protocols have been developed and formally adopted by the Board in compliance with Recommendation 3.6

of the Code. The Company’s Takeovers Code can be found on the Company’s website.

The Board Committees as at 30 May 2025 were:

The Audit, Finance and Risk Management Committee is comprised of a majority of Independent Directors but it includes

the Executive Director. The Chair of the Audit, Finance and Risk Management Committee is not the Chair of the Board.

The Audit & Risk Management Committee Charter sets out the policies and practices of the Board of Directors regarding

the financial audit and risk management processes and is available on the Company’s website.

Employees of the Company only attend meetings of the Audit, Finance and Risk Management Committee at the

invitation of the Committee.

The Remuneration Committee is comprised of a majority of Independent Directors. Management attendance at

meetings of the Remuneration Committee is by invitation of the Committee, noting that the Executive Director is a

member.

Principle 4: Reporting and disclosure

The Company is committed to keeping investors and the market informed of all material information about the

Company and its performance in a timely manner. In addition to all information required by law, the Company seeks to

provide sufficient meaningful information to ensure stakeholders and investors are well informed.

The Company’s Continuous Disclosure Policy sets out the principles and requirements of this commitment to timely and

balanced disclosures.

For the financial year ended 31 March 2025, the Directors believe that proper accounting records have been kept which

enable, with reasonable accuracy, the determination of the financial position of the Company and facilitate compliance

of the financial statements with the Financial Markets Conduct Act 2013.

The CEO and the CFO are required to provide a letter of representation to the Board confirming that:

• The 2CC Group’s financial statements have been prepared in accordance with accepted accounting standards in New

Zealand, are f ree of material misstatements, including omissions, give a true and fair view of the financial performance

and position of the 2CC Group and the financial records have been properly prepared;

• The representations are based on a sound system of risk management, internal compliance and controls that provide

for the implementation of the policies adopted by the Board; and

• 2CC Group’s risk management and internal control systems are operating effectively in all material respects.

A letter of representation confirming those matters was received in relation to the FY25 financial statements.

The Board has given due consideration to the importance of non-financial disclosure and recognises the importance of

non-financial disclosure including environmental, economic and social and government (ESG) considerations.

However, given the size of the Company it has elected to not yet implement a formal ESG policy or provide the level

of reporting on environmental, economic and social sustainability factors and processes to the level recommended in

principle 4.4 of the Code, including as to how operational or non-financial targets are measured. The Company’s Annual

Report does discuss the role the Company is playing with respect to the implementation of lower emission vehicles in

the ‘FY25 in Review’ section, and in the commentary provided on page 61 of this Annual Report.

Attendance at Board and Committee meetings during FY25 was:

AttendeeBoardAudit, Finance and Risk

Management Committee

Remuneration

Committee

Michael Stiassny1522

Gordon Shaw1422

David Sena1522

Total meetings held 152 2

5958
Annual Report for the year ended 31 March 2025.

STATEMENT OF CORPORATE GOVERNANCE

Continued

STATEMENT OF CORPORATE GOVERNANCE

Continued

Principle 5: Remuneration

Remuneration of Directors and the senior management

team is the key responsibility of the Remuneration

Committee. External advice has been sought to ensure

remuneration is benchmarked to the market for senior

management positions.

The Company has adopted a Remuneration Policy which

relates to Non-Executive Directors and senior managers.

The Remuneration Policy is designed to ensure that

remuneration practices of the Company are fair and

appropriate, and that there is a clear link between

remuneration and performance.

At present, the weightings of remuneration for

senior management are geared towards a fixed basis

remuneration with a short-term incentive scheme

in place for select senior management. No equity-

based incentive scheme is currently in place. Fixed

remuneration is determined having regard to the

scale and complexity of the relevant employee’s role.

It includes all benefits, allowances and deductions.

Adjustments to fixed remuneration are not automatic,

they are based on performance and reviewed annually by

the Remuneration Committee.

Remuneration of the Non-Executive Directors is

determined by the Board on the recommendation of the

Remuneration Committee.

There is no requirement for the Directors to hold shares.

Details of Director and Executive remuneration

(including remuneration arrangements for the CEO) in

FY25 are provided on pages 67-68 of this Annual Report.

Principle 6: Risk management

The Board has overall responsibility for the Company’s

system of risk management and internal controls, and

procedures are in place to provide control within the

management and reporting structure.

In addition, the Audit, Finance and Risk Management

Committee provides an additional and more specialised

oversight of Company risks. The Audit, Finance and Risk

Management Committee Charter provides detail around

the specific responsibilities of the Committee related to

risk management.

The Committee reviews and recommends to the Board

for approval the Company’s half year and annual financial

statements. The Committee also advises the Directors as

to whether the Company’s financial statements comply

with applicable laws and regulations.

Monthly management reporting is provided to the

Board in order to monitor the Company’s performance

against budget and other objectives. The responsibilities

of the Audit, Finance and Risk Management Committee

include:

• Ensuring that management is implementing, and

reporting to the Committee, the Company’s risk

management f ramework (including the maintenance

of the risk register) and policies.

• Reporting to the Board on the development of existing

risks and the emergence of new risks.

• Reporting to the Board on the main risks to the Group’s

performance, how these main risks are being managed

under the Group’s risk management f ramework and

on any incident involving f raud or other breakdown of

internal controls.

A structured f ramework is in place for capital

expenditure. This includes appropriate authorisation

and approval levels that place an emphasis on the

commercial logic for an investment. Under a formal

Delegation of Authority policy, the Board has set limits

on management’s ability to incur expenditure, enter into

contracts and acquire or dispose of assets.

Risk profiles that identify, assess, monitor and report the

Company’s key business risks are formally reviewed by

the Board annually as part of the Board’s risk assessment

process. Risk profiles also identify key risk mitigation

strategies which are in place.

Key riskDescription of riskMitigation

Import

concentration risk

(Reliance on Japanese

auction and export

processes)

Exposure to fluctuations in foreign exchange

rates, border restrictions, and regulatory

changes.

Potential need to establish sourcing

processes in other countries, incurring

additional costs.

Risks f rom typhoons and invasive stink

bugs.

Lack of appropriate mix to suit changing

consumer preferences.

Long-term trends in the Japanese Yen to

New Zealand Dollar exchange rate may

affect margins.

Forward cover on currency exchange rates.

Scaling up local vehicle purchasing through

trade-ins and wholesale channels.

Heat treatment of imported cars during

stink bug season (September-April).

Domestic &

geopolitically driven

economic

headwinds

New Zealand economic downturn may

continue to reduce consumer spending

and vehicle demand.

Tighter credit conditions may impact

consumer financing for vehicle purchases.

Global conflicts, trade tensions, and policy

instability may increase macroeconomic

uncertainty and foreign exchange volatility.

2CC brand positioning attracting consumers

trading down to lower-priced vehicles.

Strategic shift towards lower-running-cost,

hybrid vehicles.

Frequent reviewing of pricing strategies

and product mix to align with consumer

affordability and preferences.

Key person riskReliance on key personnel, including the

founder and CEO, David Sena.

Potential impact on financial performance

if key personnel leave without a suitable

transition period.

Ensuring suitable transition periods.

Founder's significant equity stake

incentivises prioritising the company's

financial performance.

Regulatory riskChanges in government laws or regulatory

settings may impact the business.

Credit and debit system based on vehicle

emissions may expose the company to

financial penalties.

More stringent phase of the Clean Car

Standard requiring reduction in average

CO₂ emissions of imported vehicles now

in force.

Utilising membership of Imported Motor

Vehicle Industry Association (VIA) for

monitoring of proposed and forecast policy

shifts and responding quickly to legislative

developments.

Passing additional costs f rom the Clean Car

Standard onto consumers.

Developing more robust domestic

purchasing to reduce the impact of the

Clean Car Standard.

6160
Annual Report For The Year Ended 31 March 2025.

STATEMENT OF CORPORATE GOVERNANCE

Continued

Health and safety

The Board is directly responsible for monitoring corporate

risk assessment processes and is committed to ensuring

a high quality, safe and healthy environment for everyone

who works at the Company, its visitors, customers and

partners.

The Company is committed to developing, improving

and reinforcing its safety culture. Key to this commitment

is continuously improving leadership capacity and

simplifying tools and systems. Paragraph 2.3.3 of the

Board Charter describes how the Company manages its

health and safety risks.

The Board receives monthly updates on health and safety

performance, including performance against plan and

‘near miss’ reporting.

The Company seeks to provide a healthy and safe

workplace with a KPI goal of zero serious harm accidents

and incidents. No serious harm accidents occurred in

FY25. The Company strives to create an environment

where employees report all near miss accidents and

incidents, however minor, with the objective to identify

potential harm and promote continuous improvement.

Vehicles are the biggest risk area for our staff. This

includes risks associated with vehicle movements at

our dealerships as well as in our logistics and vehicle

processing Hub.

The Company engages a third-party specialist to perform

health and safety reviews, ensuring staff are working in

the safest possible environment. These reviews identify

site hazards, ensure full compliance and recommend

any appropriate corrective actions. The latest review

was presented to the Board in March 2024, with agreed

improvement actions completed by 30 April 2024.

All staff are provided with the Company handbook which

contains the risk management policy, health and safety

policy and guidelines for keeping safe while at work. Staff

are required to confirm that they have received and read

this.

Principle 7: Auditors

For the year ended 31 March 2025, UHY Haines Norton

Sydney was the external auditor of the Company.

The Audit, Finance and Risk Management Committee

monitors the ongoing independence, quality and

performance of the external auditors and audit partner

rotation. The Audit, Finance and Risk Management

Committee Charter establishes a f ramework for the

Company’s relationship with its external auditors in

accordance with Recommendation 7.1 of the Code.

The Committee pre-approves any non-audit work

undertaken by UHY Haines Norton Sydney. UHY Haines

Norton Sydney did not provide any non-audit services to

the Company or its subsidiaries during FY25.

The fees paid for audit services in FY25 are identified

on page 40 of the Company’s 2025 Annual Report. The

Company’s external auditors are expected to attend the

2025 Annual Shareholders’ Meeting.

For the purposes of recommendation 7.3 of the Code,

given the comparatively small Company size, there is no

discrete internal audit function. However, a number of

controls are embedded within the Company’s normal

operations, including but not limited to: risk management;

information systems; security; health and safety; conflicts

of interest; and f raud prevention and detection.

Principle 8: Shareholder rights and relations

The Company maintains open channels of

communication with shareholders and interested

stakeholders. It also seeks to encourage effective

participation at Company shareholder meetings,

distributing shareholder communications in accordance

with the NZX Listing Rules and any relevant legislation.

The Company uses a variety of channels and technologies

to keep its shareholders informed. Information is available

via market announcements through NZX, the Company’s

share registry, the Company’s website, results conference

calls, annual reports and annual shareholder meetings.

Shareholders are also able to communicate electronically

with both the Company and its share registry.

All market releases carry the Company’s contact

details and the Company undertakes to respond to

all shareholder communications within a reasonable

timef rame.

Shareholders are encouraged to attend the annual

meeting and may raise matters for discussion at this

event. They can also vote on major decisions which affect

the Company. Voting is by poll, upholding the ‘one share,

one vote’ philosophy. Shareholders can also vote by proxy

ahead of meetings.

Notices of annual or special shareholder meetings are

posted on the Company’s website and to the NZX as

soon as possible, and at least 20 working days prior to

the meeting.

The Company has moved to holding an online only annual

meeting, given the very low historic turnout and the

disproportionate cost involved given the Company's size.

However, shareholders can still engage with the Company

through various means, as noted above.

In addition to shareholders, the Company has a wide

range of stakeholders and maintains open channels of

communication for all audiences such as brokers, the

investing community and the New Zealand Shareholders’

Association, as well as its staff, suppliers and customers.

The Company has a number of policies which uphold

stakeholder interests, including but not limited to the

Continuous Disclosure Policy and Financial Products

Dealing Policy.

Environmental

2 Cheap Cars core business contributes to the reduction of New Zealand’s carbon emissions through the sale of hybrid

and electric vehicles, and the Company's own environmentally responsible operational practices.

As a recognised leader in New Zealand’s low-emission used vehicle market, 2 Cheap Cars promotes and sells significant

volumes of electric and hybrid vehicles. This commitment has historically yielded strong results, with EV/HEV sales

making up 56% of total vehicle sales in FY2024.

The removal of the Clean Car Discount eventually led to weaker sales of hybrid and EVs in the first nine months of FY25.

However, after Clean Car Standard fees increased in December 2024, consumer interest in low-emission vehicles once

again surged, with hybrid and EVs accounting for 61% of total monthly sales in Q4 FY25.

Hybrid / Electric vehicles

Reducing the Company’s internal emissions

2 Cheap Cars acknowledges the importance of

environmental preservation and values the benefits of a

clean, pollution-f ree environment.

The Company’s emissions are primarily generated by

vehicle transportation, including shipping between

Japan and New Zealand, and national distribution f rom

the processing hub in Auckland to dealerships across the

country.

The Company is committed to reducing emissions f rom

national road transportation of our vehicles by selecting

fuel efficient and alternative fuel carriers wherever

possible.

The Company’s strategic decision to insource as many

operational activities as possible is reducing the need

to transport vehicles to and f rom external suppliers.

Once the vehicles are landed in Auckland, compliance

procedures, panel and paint, and mechanical repairs

are increasingly done inhouse which has significantly

reduced emissions.

The Company notes that internal carbon offset initiatives

will remain a significant part of our sustainability efforts:

• 70% of the company-owned vehicles are hybrid.

• The vehicle processing hub has been upgraded with

energy-efficient LED lighting and day/night sensors to

minimise power consumption.

• We adhere to best practices for waste disposal and the

use of chemical substances.

• Recycling is an integral part of our waste management

program. We collect used oil f rom the vehicle service

process and provide it to an external company for eco-

f riendly recycling. We also recycle old vehicle batteries.

• To reduce paper usage, we encourage the use of

electronic filing.

• Energy usage at the vehicle processing hub is regularly

audited to enable us to consistently improve energy

and water consumption wherever possible.

42%

FY23

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

56%

FY24

48%46%48%

61%

FY25FY25FY25FY25

Q1Q2Q3Q4

62
Annual Report for the year ended 31 March 2025.

63

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Social

We understand that our people are the heart of our business. Therefore, 2 Cheap Cars is dedicated to providing

employees with a safe working environment, good conditions and ensuring their wellbeing.

As an industrial business, we prioritise health and safety. In FY23, we conducted an external Health and Safety review,

focusing on our Auckland Hub operations, and implemented a clear action plan to maintain high workplace health

and safety standards. These standards are extended to our car yards and other operational sites. Our commitment is

to ensure a safe and healthy workplace culture is maintained and that we achieve zero serious harm accidents and

incidents each year. We are pleased to report this goal was successfully achieved in the FY25 period.

The safety of our team members, visitors, and customers remains our highest priority, and we are dedicated to ensuring

everyone returns home safely each day.

In addition, we undertake a variety of activities and provide services to ensure our people are well-supported including:

• Providing employees with access to the Xero Assistance programme which offers f ree and confidential mental

health counselling and resources.

• 2 Cheap Cars is an equal opportunity employer that benefits f rom having a diverse employee base. We have

people f rom a range of different cultures and backgrounds and we are committed to providing equal opportunities

for all staff.

Governance

2 Cheap Cars is committed to maintaining strong governance practices that promote transparency, accountability,

and ethical conduct. We have established a robust governance f ramework that includes clear policies and procedures,

regular board and management oversight, and ongoing engagement with stakeholders.

Our governance practices are designed to ensure that we operate in a responsible and sustainable manner, and we

regularly review them.

6564
STATUTORY DISCLOSURES

Annual Report for the year ended 31 March 2024

Spread of 2 Cheap Cars Group security holders

As at 30 May 2025 the spread of shareholders is set out in the table below:

Substantial product holders

The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct

Act 2013. The table below sets out the names of the persons who as at 31 March 2025 were registered as substantial

product holders in the company. The total number of voting securities (fully paid ordinary shares) of the Company as at

31 March 2025 was 45,554,500.

RangeNumber of holdersShares% of holders% of shares

1 to 100038 19,893 18%0%

1001 to 500055 172,023 26%0%

5001 to 10,00036 302,314 17%1%

10,001 to 100,00066 2,462,210 31%5%

100,001 and over18 42,598,060 8%94%

Totals 213 45,554,500 100%100%

Substantial product holderNumber of ordinary shares in which relevant interest is held

Yusuke Sena 34,586,927

34,586,927

Directors’ shareholdings

As at 31 March 2025. the Directors(s) of the company had the following relevant interests in the Company's shares:

DirectorsNumber of ordinary shares in which relevant interest is held

Yusuke Sena 34,586,927

Michael Stiassny 102,139

Gordon Shaw 10,181

34,597,108

STATUTORY

DISCLOSURES

Annual Report for the year ended 31 March 2025.

NameNumber of shares held% of issued capital

1SENA & CO LIMITED 34,586,927 75.9%

2FORSYTH BARR CUSTODIANS LIMITED 1,442,133 3.2%

3NEW ZEALAND DEPOSITORY NOMINEE LIMITED 1,252,539 2.7%

4ACCIDENT COMPENSATION CORPORATION 1,235,419 2.7%

5CITIBANK NOMINEES (NEW ZEALAND) LIMITED 1,007,678 2.2%

6AUSTEN HERBERT STEWART KYLE 725,000 1.6%

7LORRAINE MARY MCCAFFREY 480,000 1.1%

8HUMI SENA 250,000 0.5%

8IAN ARCHIBALD HURST & GLORIA FAYE HURST 250,000 0.5%

10HONG REINER 223,045 0.5%

11MARK HENRY PUMPHREY 201,830 0.4%

12ERIC ANTHONY FREDERICK BENNIK 178,136 0.4%

13JONATHAN MICHAEL ALAN PURDEY & WITHERS TSANG

AND CO TRUSTEES LIMITED

170,000 0.4%

14NICHOLAS DAVID SANDLANT 150,000 0.3%

15DAVID MITCHELL ODLIN 131,000 0.3%

16BLACK DUCK INVESTMENTS LIMITED 111,714 0.2%

17MICHAEL PETER STIASSNY 102,139 0.2%

18JAMES ALAN GRAHAM 100,500 0.2%

19DESMOND ANTHONY PENDER & KATHLEEN MARIE PENDER 100,000 0.2%

19PHILIP BOWMAN 100,000 0.2%

19SIMON WILLIAM PERVAN & JANE PERVAN &

BANCO TRUSTEES LIMITED

100,000 0.2%

19XU XIAO 100,000 0.2%

Total top 22 shareholders 42,998,060 94.4%

Remaining shareholders 2,556,440 5.6%

Total shares on issue 45,554,500 100%

Top 22 shareholders

The names of the largest 22 shareholders of 2 Cheap Cars shares as at 30 May 2025 are listed below:

6766
Annual Report for the year ended 31 March 2025.

STATUTORY DISCLOSURES

Continued

STATUTORY DISCLOSURES

Continued

Director / Entity Relationship

Gordon Shaw

2 Cheap Cars Group LimitedDirector

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars LimitedDirector

2CC International LimitedDirector

Car Safety NZ Limited Director

NZ Motor Finance LtdDirector

Institute of Directors (loD) - Nelson Malborough BranchCommittee Member

Nelson Bays Primary Health TrustIndependent Trustee

ProMed HR New Zealand Ltd Chair/Independent Director

Director / Entity Relationship

Michael Stiassny

2 Cheap Cars Group LimitedChair

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars LimitedDirector

2CC International LimitedDirector

Car Safety NZ Limited Director

NZ Motor Finance LtdDirector

Car Plus KKDirector

(Being AI Limited)(Chair)

Founders Advisory LtdDirector

LPF Group LtdDirector

MS10 LtdDirector

New Talisman Gold Mines LtdDirector

Tower LtdChair

Share dealings of Directors during the financial period

Directors disclosed under section 148(2) of the Companies Act 1993 the following acquisition or disposals of relevant

interests in the Company's shares during FY25 and details of share transactions were entered in the Companies interest

register.

Registered

holder

Date of

acquisition

/ disposal

Consideration Number

of ordinary

shares

Nature of transactionNature of relevant interest

Yusuke Sena &

Tompkins Wake

Trustees 2022

Limited

5-Dec-24Issuance of

shares in

Sena & Co

Limited

(34,586,927)Transfer of shares

f rom Yusuke Sena

& Tompkins Wake

Trustees 2022 Limited

to Sena & Co Limited

Registered holder and

beneficial owner (as trustee

and beneficiary of the Sena

Family Trust)

Sena & Co

Limited

5-Dec-24The issue of

shares in Sena

& Co Limited

to Yusuke Sena

& Tompkins

Wake Trustees

2022 Limited

34,586,927Transfer of shares to

Sena & Co Limited

f rom Yusuke Sena

& Tompkins Wake

Trustees 2022 Limited

Sole director and joint sole

shareholder of Sena & Co

Limited as trustee of the

Sena Family Trust (with

Tompkins Wake Trustees

2022 Limited). Yusuke Sena

is also a beneficiary of the

Sena Family Trust.

Directors’ remuneration

The total pool of Directors fees available to Non-Executive Directors for the year ended 31 March 2025 was $650,000,

which was approved by shareholders. Of this, $324,004 was paid to Non-Executive Directors in FY25. The table below sets

out the total of the remuneration and the value of other benefits received by each Director during the year.

The Directors of subsidiary companies as set out on page 69 are not remunerated in those positions.

Board remuneration for the Company and its subsidiaries in FY25:

Salary payments to Mr. Sena relate to his executive role within the company and include annual leave accrued but not

taken, as well as annual leave that was cashed out during the year. Other benefits comprise KiwiSaver contributions.

Board remuneration per annum

Board Chair$208,000

Non Executive Director$80,000

Board Committee Chair$12,000

Board Committee Member$6,000

DirectorDirectors feesSalaryOther benefitsSubtotal

Yusuke Sena 403,804 11,287 415,090

Michael Peter Stiassny 220,000 220,000

Gordon Shaw 104,004 104,004

324,004 403,804 11,287 739,094

Directors’ insurance

In accordance with the Companies Act 1993, 2CC has taken out an insurance policy to insure its directors and officers

against potential liabilities and costs incurred in any proceeding, except to the extend prohibited by law.

Director / Entity Relationship

Yusuke Sena

2 Cheap Cars Group LimitedShareholder/Director

2 Cheap Cars LimitedDirector

2 Cheap Rental Cars Limited Director

2CC International LimitedDirector

Car Plus KKDirector

Car Safety NZ Limited Director

(Sena & Co Ltd)(Director)

Disclosure of Directors’ interests

The Company maintains an interests register in accordance with the Companies Act 1993 in which Directors interests

are recorded.

The following are particulars of general disclosures of interest by Directors holding office as at 31 March 2025 under

section 140(2) of the Companies Act 1993. The Director will be regarded as interested in any and all transactions

between the Company or any of its subsidiaries with the disclosed entity. Particulars of entries made during the year

are noted in brackets for the purposes of section 211(1)(e) of the Companies Act 1993. In addition to the information set

out below, the following other interests were disclosed in the Company's interest register: the authorisation of Directors'

remuneration; and entry into the Directors and officers liability insurance policies, both as further detailed on page 67.

6968
Annual Report for the year ended 31 March 2025.

Remuneration rangeFY25

Number of employees

FY24

Number of employees

100,000 to 109,999

3

0

110,000 to 119,999

5

4

120,000 to 129,999

3

5

130,000 to 139,999

3

2

140,000 to 149,999

2

6

150,000 to 159,999

1

1

170,000 to 179,999

2

0

190,000 to 199,999

0

1

200,000 to 209,999

0

1

220,000 to 229,000

1

0

260,000 to 270,000

0

1

350,000 to 359,999

0

1

360,000 to 369,000

1

0

390,000 tp 399,000

1

0

580,000 to 589,999

0

1

2223

STATUTORY DISCLOSURES

Continued

Employee remuneration

The following table shows the number of current and former employees of the Company (not being Directors of the

Company) who received remuneration and other benefits in their capacity as employees during FY25 the value of which

exceeded $100,000. The remuneration amounts include all monetary amounts and benefits actually paid during the

year, including the face value of any long term incentive vested during the year (which for FY25 was nil).

CEO remuneration

The CEO’s remuneration as at 31 March 2025 consisted of a base salary, KiwiSaver contributions, and a one-off payment

relating to the cashing out of accrued annual leave. The CEO’s remuneration is reviewed annually by the Remuneration

Committee and approved by the Board.

David Sena’s remuneration during the FY25 year consisted of a base salary of $360,000, which did not increase during the

year. In addition, David received a one-off payment of $20,769 relating to the cashing out of accrued annual leave.




STATUTORY DISCLOSURES

Continued

Subsidiaries of 2 Cheap Cars Group Limited contained within the group

The following persons held office as directors of 2CC Group’s six subsidiaries as at 31 March 2025.

Other information

Directors

As at 31 March 2025 the Company's Board comprised the

following Directors: Micheal Peter Stiassny, Yusuke Sena

and Gordon David Shaw.

Transactions directors are interested in

During the year, the Company secured a JPY 80 million

term loan f rom its Japanese banking partner. The loan

is structured as a principal and interest facility, repayable

over 7 years, with an initial annual interest rate of 2.375%.

Proceeds were used to support general working capital

requirements. The loan is guaranteed by the Osaka Credit

Guarantee Corporation, a public institution that facilitates

SME lending in Japan. The Group has not pledged any

direct assets as security to Mizuho Bank.

To enable the guarantee arrangement, David Sena,

a director of the Company, has provided a personal

guarantee to the Osaka Credit Guarantee Corporation,

supported by a charge over residential property owned

in his personal capacity. Consequently, the Company

granted David Sena an indemnity in respect of amounts

payable by him under the Guarantee, subject to certain

exclusions, which indemnity is capped at JPY80,000,000.

Use of Company information

No disclosures were made in the Company’s interests

register under sections 145(2) and 145(3) of the Companies

Act 1993.



NZX waivers

No waivers were granted by NZX or relied on by the

Company during FY25.

Exercise of NZX disciplinary powers

The NZX did not take any disciplinary action against the

Company during FY25. In particular, there was no exercise

of powers by NZX under NZX Listing Rule 9.9.3 (relating

to powers to cancel, suspend or censure an issuer) with

respect to the Company.

Donations

No donations made by the Company or its Subsidiaries

in FY25.

Credit rating

2 Cheap Cars Group Limited does not have a credit rating.

Auditor remuneration

UHY Haines Norton is the appointed auditor of the

2 Cheap Cars Group. During FY25, the Group paid

audit fees of $139k, as detailed in note 9 of the financial

statements. Zero non-audit service fees were paid to

UHY Haines Norton during the year.

SubsidiaryJurisdictionDirectors

2 Cheap Cars LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

NZ Motor Finance Limited New ZealandMichael Peter Stiassny

Gordon Shaw

Car Safety NZ LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

2CC International LimitedNew ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

Car Plus KKJapanMichael Peter Stiassny

Yusuke Sena

Humi Sena

2 Cheap Rental Cars Limited

(ceased trading)

New ZealandMichael Peter Stiassny

Yusuke Sena

Gordon Shaw

7170
COMPANY

Nature of business

Used automotive vehicle retailer and motor vehicle finance provider

Registered office

102 Mays Road

Onehunga

Auckland 1061

Head office

102 Mays Road

Onehunga

Auckland 1061

Directors

Michael Stiassny

Gordon Shaw

Yusuke Sena

Bankers

ANZ Bank

Solicitors

MinterEllisonRuddWatts

Independent auditors

UHY Haines Norton Sydney

Share register

Computershare

DRIVING


BETTER


DEALS


EVERY DAY

Annual Report for the year ended 31 March 2025.

DIRECTORY

2 Cheap Cars Group Limited
102 Mays Road

Onehunga

Auckland 1061

Ph: 09 869 3330

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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