2 Cheap Cars Group - Annual Report 2025
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
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53
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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