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Burger Fuel Group Limited FY25 Annual Report Provided

Annual Report27 June 2025BFGConsumer Discretionary

BURGER FUEL GROUP LIMITED
ANNUAL REPORT 2025

BFG ANNUAL REPORT 2025
3

TABLE OF CONTENTS

Annual Report of the Directors

Total System Sales

Revenue and Trading History

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Shareholder Information

Corporate Governance

Directory

04

08

09

12

19

20

22

23

24

60

64

67

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
45

Shake Out’s total sales decreased by 10.5% in FY25.

Our company-owned Smales Farm and Commercial

Bay stores have been impacted by a decline in foot

traffic, particularly Commercial Bay in the CBD and

the franchised Hamilton East store, due to increased

competition and a shift in customer traffic to a new

food precinct nearby. The franchisee for the Shake

Out Hamilton East store decided to close the location.

The franchisee has instead set up a Shake Out virtual

delivery-only kitchen within his BurgerFuel store, located

nearby.

The Group now has 14 virtual (delivery-only) Shake Out

kitchens operating out of existing BurgerFuel sites,

which cover most of Auckland and Hamilton. Further

virtual stores will be rolled out in the Bay of Plenty and

Christchurch in the next few months. By the end of the

financial year, we are scheduled to have over 32 Shake

Out virtual (delivery-only) stores operating throughout

New Zealand.

These new virtual stores increase system sales, provide

franchisees with additional profit for little to no additional

labour costs and increase brand awareness. Once we

have New Zealand covered, the sales data collected will

give some insights into the possibility of opening Shake

Out physical locations in New Zealand.

Shake Out investment has been reduced for FY26, and

the focus for this brand will remain on operating the

three current stores (two of which are company-owned)

as well as the ongoing development of the remaining

virtual kitchen roll-out via select BurgerFuel outlets.

Shake Out provides us with a tool to help combat

lower-priced competition that erodes BurgerFuel

sales. It also provides a valuable testing environment

for experimenting with both food and technology, for

example, our IT development at BurgerFuel stems from

the cashless Shake Out point-of-sale system developed

by BFG.

Winner Winner total sales decreased by 41% mainly due

to the closure of the Pukekohe store and our Takapuna

company-owned store in FY24. In FY25, the Winner

Winner and Shake Out brands represented 5.6% of the

Group’s total sales (5.8% of total New Zealand sales).

As previously advised, we have parked any further

development of Winner Winner.

The Middle East

Operation of BurgerFuel in the UAE remains under the

DA (Development Agent) agreement. BFG generated

modest royalties from the region. Costs are now

negligible, and a small profit is anticipated in FY26. Dubai

remains an expensive location for store development,

and rents are very high, making expansion unattractive

at this point. We do not anticipate any further growth in

Dubai for FY26. However, we will continue to maintain

a presence in the region, as it is not costing us, and a

small profit is being generated. Most importantly, it is an

opportunity to keep the BurgerFuel brand alive for both

exposure and potential future development, if at any

stage that looks feasible for the DA.

The Saudi region closed their Nakhla store in Riyadh in

September 2024, leaving two stores remaining. Dubai

still has one store in the World Trade Centre, three

“Dark” delivery kitchens and a food truck for events and

promotional purposes.

The Middle East system sales were down 26% in

FY25. This is due to Saudi Arabia closing the two

underperforming stores in the last 15 months. Saudi

Arabia is facing similar high costs of development and

rents, and it remains to be seen if any new stores will

open; however, we are not counting on any in FY26.

Sales from this region represent 4.12% of total BurgerFuel

sales.

Continued Investment in Information

Technology (IT) Development

In FY24, the Group launched its online ordering platform,

which features an integrated loyalty app. This online

ordering platform generated $497K of revenue in

FY25. We have also experienced a significant customer

uptake of the loyalty app, allowing us to engage directly

with our customers and update them on new specials,

promotions, and targeted loyalty perks.

We view investment in technology as an ongoing

necessity for the business, as well as a potential area

for generating additional revenue. In FY25, we invested

further in the online ordering platform, creating Version

2. Building on the learnings from our current in-house

online ordering platform, we have upgraded the

functionality and architecture to enhance customer

interaction.

In FY26, we intend to further develop the IT capability of

Version 2 which is currently in the Beta testing stage. We

expect to commence integration of Version 2 within the

BurgerFuel system in the second half of FY26.

Our goal is to generate additional income from this

platform, both within and eventually outside the

BurgerFuel system. The new platform will have the

capability to be scaled across external third-party

brands, offering the ability to create a generic “white

label” online ordering platform. Our ongoing and

considerable investment in IT is of a capital nature; thus,

it hasn’t impacted our Group Income Statement results

in FY25.

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

FOR THE YEAR ENDED 31 MARCH 2025

Burger Fuel Group Limited Full Year Results for the

12 months ended 31st March 2025

Overview – FY25

The Directors of Burger Fuel Group Limited (BFG)

present the results for the 12 months to 31 March 2025.

Net Profit after tax for the period was $1,026,779

representing a 22.6% decrease on the previous year.

The FY25 profit result is down on the previous year

due to a decline in sales, increased costs and a general

downturn in the economy. Given the lower revenue in

FY25 the Group posted a solid result. The FY25 Group

results were reduced by legal costs of $221,688 incurred

within the period to respond to the single shareholder

opposition that was filed in relation to the proposed

return of capital.

BFG (unaudited) Total System Sales (all three brands,

all regions) decreased by 7.59% to $108.2M on the same

period last year.

Regarding sales, it is worth noting that last financial

year (FY24), we achieved our best sales year, with over

$100M in sales for the New Zealand BurgerFuel system

alone. This was partly due to the introduction of delivery

services in New Zealand. We are now benchmarking

against those higher introductory delivery sales for the

same period last year. As we predicted, delivery sales

spiked in the early months of introduction but ultimately

resulted in many existing customers simply transferring

from collecting orders themselves to using a delivery

service.

Total income for the Group was down 8.45% to $24.97M.

BFG RESULTS FOR THE PERIOD 1 APRIL 2024 TO

31 MARCH 2025

31 March 202531 March 2024

$000$000

Operating Revenue*24,05626,248

Interest Income

IFRS 16 non-occupied leases9181,031

Total Income24,97427,279

Operating Expenses **(21,259)(22,948)

Depreciation Expense –

IFRS 16 occupied leases(866)(982)

Interest Expense -

IFRS 16 non-occupied leases(918)(1,031)

Interest Expense -

IFRS 16 occupied leases(396)(432)

Total Expenses(23,439)(25,393)

Net Profit (Loss) Before Tax1,5351,886

Net Profit (Loss) After Tax***1,0271,327

*Revenue includes: Operating revenue and interest income.

**Expenses include: Operating expenses, depreciation, amortisation and interest expense.

***The New Zealand entities had taxable income and were unable to utilise the foreign tax losses.

The overseas entities had minimal tax.

As of 31 March 2025, 61 BurgerFuel restaurants were

operating in New Zealand and 3 were operating in the

Middle East (one fewer than last year), excluding some

third-party “dark” kitchens operating in the UAE.

As of 31 March 2025, there were 4 Shake Out and 2

Winner Winner restaurants operating in NZ. The Shake

Out Hamilton East store, however, closed on 31 March

2025, bringing the number of physical Shake Out

locations to 3.

Return of Capital occurring in June 2024 – more costs

incurred to respond

FY25 Group results would have been further improved

to circa $1.25M (Net profit after tax) if BFG had not

been required to incur ongoing costs to respond to the

single shareholder’s opposition that was filed against

the proposed return of capital to all shareholders. The

Company incurred legal fees of approximately $205,509

in FY24 and an additional $221,688 in FY25, (Total

impact $427,197 or 18.15% of profit for the two years)

specifically to address and respond to the opposition.

This amount excludes the many months of management

time that were also incurred throughout the opposition

process. The net result of the defence ultimately cost

shareholders two years of reduced profits and likely had

an adverse effect on the BFG share price.

The return of capital by way of a scheme of arrangement

was approved by 92% of the votes of shareholders cast

at a special shareholders’ meeting held on 14 December

2023. Following opposition by one shareholder, a full-

day hearing in the High Court of Auckland was held, and

on 8 May 2024, the scheme was approved. The capital

distribution to shareholders was made on 12 June 2024.

Information on the scheme of arrangement, shareholder

vote, notice of opposition and approval of the scheme by

the High Court may be found on the NZX or at

www.burgerfuel.com/nz/investor-relations#shareholder-

information

The Year’s Results and

Group Outlook

New Zealand

Total systemwide sales across New Zealand (67

restaurants, all three brands) decreased by 6.6% on

the previous year to $104M. We opened BurgerFuel

Whanganui in July 2024, and this franchised store has

been well received. We are also scheduled to open the

franchised BurgerFuel Royal Oak store, in Auckland, in

June 2025. The franchised BurgerFuel Hereford Street

store in Christchurch closed in April 2024. This site never

recovered from ongoing roadworks, and a new food

precinct nearby didn’t help. The franchised BurgerFuel

store at The Base shopping centre in Hamilton has

closed, however a replacement store 100 metres down

the road on Te Rapa Straight is scheduled to open in late

2025.

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
67

Summary and Outlook

The summary and outlook stated in FY24 has largely

occurred. Trading in FY25 has been one of the toughest

on record for the hospitality industry. Although there is

talk of economic improvement, we have not seen this

translate to sales; the economy remains in recession.

The slow reduction of interest rates and general

economic uncertainty has led to consumers keeping

their wallets in their pockets. People are spending

less and most certainly eating out less. We do not

anticipate significant positive changes in the economic

environment over the next 12 months. It is not possible

to accurately predict the year ahead, but at this stage, we

anticipate sales will be relatively flat, depending on both

local economic conditions and the global implications of

ongoing wars, tariffs and high overseas demand for NZ

produce, particularly beef. These factors directly affect

our costs as well as consumer confidence and spending,

resulting in reduced sales and ultimately reduced

revenue. It remains to be seen how the economic

recovery will play out this year.

Costs continue to rise, including both ingredients

and labour. Main ingredient staples, such as beef, are

increasing in cost due to overseas demand, and this

trend is likely to continue in FY26. Other ingredients are

also affected by the war in Ukraine. Throughout FY25, we

have experienced constant cost pressures, and although

we have been able to absorb some of these, the reality

is that consumers are now paying more for take-out and

restaurant food. We anticipate that costs will continue to

rise in FY26. All of this leads to ongoing margin pressure

for franchisees and for the Group, as well as higher

prices for consumers who are well aware of this growing

industry trend.

Other factors that we think have and will continue to

affect sales and that we would like to draw shareholders’

attention to include;

Wider Food Competition: Proliferation of supermarket

ready to eat meals and online food delivery options either

prepared at home or purchased hot and ready to eat on

the growing number of delivery provider apps such as

Uber Eats and Delivereasy. Consumers now have a lot of

choice, so competition for “share of stomach” continues

to grow.

Bigger Discounts in QSR and Online: There is

considerable discounting occurring every day in both the

major chains and smaller operators as well as in online

service apps such as Uber Eats, where food is regularly

sold by a range of vendors at well below cost. We do not

intend to compete at such high discounting levels to gain

business, as we view this trend as merely the beginning

of a steep and slippery slope of discounting, which is

almost impossible to recover from. Instead BurgerFuel

continues to focus on high-quality product and providing

value for money at a more premium level.

Target market decline: As we expressed in earlier

commentary, there has been a significant exodus

of home-grown, hardcore BurgerFuel customers to

Australia and other overseas destinations. These

younger BurgerFuel customers are not being replaced

by incoming migrants, who are unlikely to purchase from

BurgerFuel for some years.

Countering the Headwinds

Overall, our strength is our brand. BurgerFuel continues

to innovate and find ways to bring customers back to

our brand and product, based on our renowned in-

store experience, innovative marketing, high-quality

ingredients, strict standards, and the environmental

and other pillars on which we stand, rather than offering

cheap processed food at discounted prices.

An excellent example of an initiative designed to address

growing market discounting has been the launch of

our lightweight burgers. This range maintains our high

standards for taste and ingredients while reintroducing

more affordable burgers known as our “Lightweight”

range, which is now available in-store. The Lightweight

range is all about offering consumers a product that is

“kind to your belly and even kinder to your wallet.”

Other initiatives include trialling extended trading hours

designed to capture both later night walk-in customers

as well as the delivery market in those areas where we

think a market may exist after 10.00PM. We have also

introduced new store designs which will gradually roll-

out throughout the system over the next few years as

economic circumstances allow. In FY25 we undertook a

significant franchisee refresh programme with a number

of stores changing hands to bring in fresh operators, this

programme continues as required into FY26.

The further development of our loyalty programme (VIB

Club) designed to incentivise customers to increase

purchase frequency through the accumulation of

loyalty points, also remains a key focus. Menu innovation

has always been a strength of BurgerFuel, and this is

something which we continue to invest in. This includes

keeping the menu fresh with the development of

interesting gourmet flavours and combinations, which

are a big part of bringing customers back to stores.

Despite the challenges posed throughout FY25, the

Group achieved a strong result. The economy remains

tough, and hospitality in general remains challenging.

However, we expect to remain in profit in FY26 and

continue investing in areas of the business that are

generating reasonable returns, aiming to achieve some

growth. This includes our commitment to opening new

outlets where possible, reviewing new opportunities and

income streams, currently through ongoing investment

in IT and managing our supply chain costs as efficiently

as possible, given the current environment.

We remain aware of potential opportunities in the food

sector and continue to review them; however, at this

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

FOR THE YEAR ENDED 31 MARCH 2025

stage, the Board would not be comfortable with further

investment in food, unless a unique and manageable

opportunity presents itself, at least until we can see an

end to rising costs and economic uncertainty.

The Group intends to continue strategic investment

in IT and other areas, and to maintain its “no material

debt” policy, ensuring that we retain ample cash reserves

available at any time if required for system investment or

new opportunities. Having just undertaken a significant

return of capital to shareholders, BFG does not intend to

offer dividends in the next 24 months, at which time the

dividend policy will be reviewed.

We would like to thank all our shareholders, staff,

franchisees, suppliers, and, of course, our valued

customers for their continued support.

Best regards,

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

FOR THE YEAR ENDED 31 MARCH 2025

Josef Roberts

Group CEO

Alan Gourdie

Chairman

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
89

Total System Sales represent total

till sales figures across the counter

for all franchise and company

owned stores. These figures are

based on store sales reported by

franchisees to Burger Fuel Limited

for the corresponding financial years,

and have not been independently

reviewed or audited by Baker Tilly

Staples Rodway. All figures are taken

from till sales and are up to and

including the last day of the calendar

month. These figures are exclusive

o f G S T.

These figures include all three

brands BurgerFuel, Shakeout,

and Winner Winner.

Financial years are from 1st April to 31st March. Total system sales represent total till sales figures across the

counter for all franchise and company owned stores.

Total (Unaudited) System Sales

BURGER FUEL GROUP LIMITED FY25 TOTAL

SYSTEM SALES

2012

2012

NZ$33.0M

NZ$8.35M

2013

2013

NZ$38.1M

NZ$9.6M

2014

2014

NZ$49.3M

NZ$12M

2015

2015

NZ$66.2M

NZ$14.4M

2016

2016

NZ$82.8M

NZ$18.6M

2011

2011

NZ$29.9M

NZ$8.72M

2010

2010

NZ$25.9M

NZ$7.48M

NZ$(710,282)

NZ$(1,143,655)

NZ$(552,983)

NZ$33,513

NZ$708,360

NZ$1,098,294

NZ$400,656

NZ$532,170

NZ$888,946

NZ$1,236,341

NZ$505,478

NZ$712,985

NZ$575,869

NZ$9 0 0,418

NZ$1,327,077

NZ$ 1,026,779

NZ$(463,062)

2009

2009

2017

2017

NZ$96.5M

NZ$20.3M

2018

2018

NZ$100.3M

NZ$22.3M

2019

2019

NZ$105.6M

NZ$24.7M

2020

2020

2021

2021

2022

2022

2023

2023

2024

2024

2025

2025

NZ$103.6M

NZ$21M

NZ$101.3M

NZ$21.8M

NZ$88.7M

NZ$20.9M

NZ$94.2M

NZ$20.9M

NZ$106.2M

NZ$24M

NZ$117M

NZ$108M

NZ$27.2M

NZ$24.9M

108,210,313

BURGER FUEL GROUP LIMITED FY25 REVENUE

AND TRADING HISTORY

REVENUE

PROFIT AFTER TAX

2025 THE BURG
ER

FUEL G

R

OUP BOARD

TRISTRAM

VAN DER MEIJDEN

INdEPeNDeNT DIrEctOR

ANd ChAIr Of T hE BFG AUdi T

cO mmItTEe

Tristram has 20 plus years

accounting experience in retirement

villages, property development,

property management, financial

services, life insurance, professional

services, hotels, business valuation,

consultancy, and retail. Tristram has

held CFO roles at Dorchester Pacific

and Metlifecare. Tristram is a Director

and board member for several

private companies including being

on the Board of Governors of King’s

College and Chair of their Audit &

Risk Committee.

MARK PIET

cHiEF FInANciAl OffIcER

Mark is the CFO & Company

Secretary of BurgerFuel and has

been with the company since 2008.

Mark is a chartered accountant & a

member of Chartered Accountants

Australia and New Zealand.

Prior to joining BurgerFuel, Mark

worked for Deutsche Bank & The

Economist in London.

TYRONE FOLEY

INdEPeNDeNT DIrEctOR

Tyrone was the BFG Group COO

from 2011 to 2021.

Tyrone’s previous management roles

have been with McDonald’s and BP.

He is currently the CEO of Reduced

to Clear.

JOSEF ROBERTS

GRoUP cEO

Josef is the Group CEO and is

responsible for the overall direction

and management of the business.

Former CEO and founder of Red Bull

Australasia.

ALAN GOURDIE

INdEPeNDeNT DIrEctOR

ANd BoARd ChAIr

Alan has had an international career

as CEO and Global Marketing

Director for high-profile national

and global organisations within the

telecommunications and FMCG

industries.

His career includes roles with the

Heineken organisation and a number

of New Zealand businesses, including

the CEO for Telecom (Spark) Retail.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
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INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF BURGER FUEL GROUP LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Burger Fuel Group Limited (‘the Group’) on

pages 19 to 58, which comprise the consolidated statement of financial position as at 31 March 2025, and

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

consolidated statement of cash flows for the year then ended, and notes to the consolidated financial

statements, including material accounting policy information.

In our 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’) and International Financial Reporting

Standards (‘IFRS’).

Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we

might state to the Shareholders of the Group those matters we are required to state to them in an auditor’s

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

responsibility to anyone other than the Shareholders of the Group as a body, for our audit work, for our

report or for the opinions we have formed.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs

(NZ)’). Our responsibilities under those standards are further described in the Auditor’s Responsibilities

for the Audit of the Consolidated Financial Statements section of our report. We are independent of the

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

Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Other than in our capacity as auditor, our firm carries out other assignments for Burger Fuel Group Limited

and its subsidiaries in the area of taxation compliance services. The provision of these other services has

not impaired our independence.

T

:

+64 9 309 0463


E

: auckland@bakertillysr.nz


W

: www.bakertillysr.nz

Level 9, 45 Queen Street,


Auckland 1010


PO Box 3899, Auckland 1140


New Zealand

Key Audit Matters

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

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

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

not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Leas es

As disclosed in Note 18 of the Group’s

consolidated financial statements, the Group has

lease liabilities of $19.4m (2024: $22.5m),


right-of-use assets of $5.7m (2024: $5.9m) and

lease receivables of $12.7m (2024: $15.7m ).

Lease liabilities, right-of-use assets and lease

receivables were significant to our audit due

to the size of the assets and liabilities and the

subjectivity complexity and uncertainty inherent

in the application of NZ IFRS 16 Leases and the

assumptions required by Management for the

calculations of the lease balances.

These calculations require estimation regarding

the lease term and the discount rate. In addition,

Management has exercised their judgement

in determining the recoverability of the lease

receivables for the sublease arrangements.

Our audit procedures, among others, included:


Understanding and evaluating the Group’s

internal controls relevant to the accounting

estimates used to determine the expected term

of the Group’s leases and applicable incremental

borrowing rates.


Evaluating Management’s

processes

relating to

the identification, recording, recognition and

measurement of leases within the scope of


NZ IFRS 16.


Evaluating Management’s judgements made in

applying allowable practical expedients against

the requirements of NZ IFRS 16.


Evaluating the completeness of identified lease

contracts by checking that all leases were

included in the calculation.


For new leases:


Agreeing key inputs in the lease calculation

to the underlying lease agreement(s);


Recalculating the lease liability, right-of-use

asset and lease receivable based on the

key inputs noted above and comparing our

recalculations to the balances recorded by

the Group; and


Checking the appropriateness of the

classification of the lease liability and lease

receivable between current and non-

current based on the remaining term of the

leas e.


For a sample of existing leases, evaluating

Management’s calculations for the subsequent

measurement of the leases, including lease

modifications and rent revisions.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
1415

Key Audit Matter

How our audit addressed the key audit matter


Evaluating Management’s estimates regarding

lease terms and Management’s consideration of

options to extend or terminate the leases


Evaluating Management’s assessment of

the incremental borrowing rates applied to

individual leases or portfolios of leases.


Evaluating the inputs and any underlying

assumptions with a view to identifying

Management bias.


Evaluating Management’s assessment of any

indicators of impairment for the right-of-use

assets in accordance with NZ IAS 36 Impairment

of Assets


Evaluating the recoverability of the lease

receivable based on Management’s assessment

of impairment using the expected credit losses

model in accordance with NZ IFRS 9 Financial

Instruments.


Evaluating the disclosures (including the

material accounting policy information and

accounting estimates) related to leases which

are included in Group’s consolidated financial

statements.

Key Audit Matter

How our audit addressed the key audit matter

Impairment assessment of Goodwill

As disclosed in Note 13 of the Group’s

consolidated financial statements, the Group

has goodwill of $1.3m (2024: $1.3m), allocated

across two (2024: two) cash-generating units

(‘CGUs’).

Goodwill was significant to our audit due to

the size of the assets and the subjectivity,

complexity, and uncertainty inherent in the

measurement of the recoverable amount of

these CGUs for the purpose of the required

annual impairment test. The measurement

of a CGU’s recoverable amount includes the

assessment and calculation of its ‘value in-use’

or its fair value less costs to sell.

The annual impairment test involves complex

and subjective estimates and judgements by

Management on the future performance of the

CGUs, discount rates applied to the future cash

flow forecasts and future market and economic

conditions.

Our audit procedures, among others, included:


Understanding and evaluating the Group’s internal

controls relevant to the accounting estimates used to

determine the recoverable value of the Group’s CGUs.


Evaluating Management’s determination of the Group’s

CGUs based on our understanding of the nature of the

Group’s business and the economic environment in

which the CGU’s operate. We also analysed the internal

reporting of the Group to assess how the CGUs are

monitored and reported

.


Challenging Management’s assumptions and estimates

used to determine the recoverable value of its goodwill,

including those relating to forecasted revenue, cost,

capital expenditure and discount rates, by adjusting for

future events and corroborating the key market related

assumptions to external data.


Procedures included:


Evaluating the logic of the

‘value-in-use ’

calculations

supporting Management’s annual impairment test

and testing the accuracy of these calculations;


Evaluating Management’s processes regarding the

preparation and review of forecasts;Comparing

forecasts to Board approved forecasts;


Comparing forecasts to Board approved

forecasts;Challenging and evaluating the forecast

growth assumptions;


Evaluating the historical accuracy of the Group’s

forecasting to actual historical performance;


Challenging and evaluating the forecast growth

assumptions;


Evaluating the inputs to the calculation of the

discount rates applied;


Engaging our own internal valuation experts

to evaluate the reasonability of Management’s

discount rate;


Evaluating the forecasts, inputs and underlying

assumptions with a view to identifying Management

bias;


Evaluating Management’s sensitivity analysis for

reasonably possible changes in key assumptions;

and


Performing our own sensitivity

analysis

for

reasonably possible changes in key assumptions,

the two main assumptions being: the discount rate

and forecast growth assumptions.


Evaluating the related disclosures (including the

material accounting policies and accounting estimates)

about goodwill, and the risks attached to them which

are included in the Group’s consolidated financial

statements.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
1617

Other Information

The Directors are responsible for the other information. The other information comprises the information

included in the Group’s annual report for the year ended 31 March 2025 (but does not include the consolidated

financial statements and our auditor’s report thereon).

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

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

the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be

materially misstated.

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

information, we are required to report that fact. We have nothing to report in this regard.


Responsibilities of the Directors 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 the consolidated financial statements that are

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

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

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

concern and using the going concern basis of accounting unless the Directors either intend to liquidate the

Group or to cease operations, or have no realistic alternative but to do so.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

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

consolidated financial statements.

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

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1 /

Matters Relating to the Electronic Presentation of the Audited Consolidated Financial Statements

This audit report relates to the consolidated financial statements of Burger Fuel Group Limited and its

subsidiaries for the year ended 31 March 2025 included on Burger Fuel Group Limited’s website. The

Directors of Burger Fuel Group Limited are responsible for the maintenance and integrity of Burger Fuel

Group Limited’s website. We have not been engaged to report on the integrity of Burger Fuel Group Limited’s

website. We accept no responsibility for any changes that may have occurred to the consolidated financial

statements since they were initially presented on the website.

The audit report refers only to the consolidated financial statements named above. It does not provide

an opinion on any other information which may have been hyper linked to or from these consolidated

financial statements. If readers of this report are concerned with the inherent risks arising from electronic

data communication, they should refer to the published hard copy of the audited consolidated financial

statements and related audit report dated 27 June 2025 to confirm the information included in the audited

consolidated financial statements presented on this website.

Legislation in New Zealand governing the preparation and dissemination of consolidated financial statements

may differ from legislation in other jurisdictions.

The engagement partner on the audit resulting in this independent auditor’s report is D I Searle.

BAKER TILLY STAPLES RODWAY AUCKLAND

Auckland, New Zealand

27

June 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
1819

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

20252024

Note$$

Revenue423,860,75625,949,980

Operating Expenses5(20,538,033)(22,356,343)

Profit before Interest, Taxation, Depreciation

and Amortisation3 , 3 2 2 ,7 2 33,593,637

Depreciation on Property, Plant and Equipment10(431,590)(361,020)

Depreciation on Right of Use Assets18(865,847)(982,435)

Amortisation 13(289,153)(229,793)

(1,586,590)(1,573,248)

Profit before Interest and Taxation1,736,1332,020,3 89

Interest Income195,118297,754

Interest Income leases non-occupied18918,4611,030,566

Interest Expense--

Interest Expense leases occupied18(395,786)(432,457)

Interest Expense leases non-occupied18(918,461)(1,030,566)

(200,668)(134,703)

Profit before Taxation1,535,4651,885,6 86

Income Tax Expense6(508,686)(558,609)

Net Profit attributable to shareholders1 ,0 2 6 ,7 7 91,327,077

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Movement in Foreign Currency Translation Reserve194,912(5,425)

Total comprehensive income1,031,6911,321,652

Basic Earnings per Share (cents)242.6 82.64

Diluted Earnings per Share (cents)242.6 82.6 4

The attached notes form part of these financial statements

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
2021

20252024

Shareholders’ equityNote$$

Contributed equity177,836,20811,913,499

Retained earnings2,563,1081,536,329

Capital Return Costs17(252,698)-

Foreign currency translation reserve19(284,281)(289,193)

9,862,3 37 13,160,635

Current assets

Cash and cash equivalents164,826,0989,571,160

Trade and other receivables82,036,5212,156,732

Prepaid licence fee822,500-

Prepaid legal expenses-215,548

Tax receivable21,157-

Lease Receivable: non-occupied181,122,7461,499,901

Contract Asset64,09535,374

Inventories9621,088657,211

Loans1228,22918,440

8,742,43414,154,366

Non-current assets

Property, plant and equipment102,083,9692,242,482

Right of use asset - leases185,674,1075,864,168

Contract Asset578,693384,100

Lease receivable non-occupied1811,551,75714,214,413

Deferred tax asset6493,818566,380

Loans1261,607-

Prepaid licence fee8277,500-

Intangible assets132,806,6652,048,342

23,528,11625,319,885

Total Assets32,270,5503 9, 4 74 , 2 5 1

Current liabilities

Trade and other payables141,456,4841,888,605

Contract Liability14181,359250,958

Lease Liability occupied18784,205691,690

Lease Liability non-occupied181,122,7461,499,901

Income tax payable-320,095

Provisions15400,802472,386

3,945,5965,123,635

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

AS AT 31 MARCH 2025

20252024

Non-current liabilitiesNote

Contract Liability14905,128807,740

Lease Liability occupied185,956,2406,121,086

Lease Liability non-occupied1811,551,75714,214,413

Provisions1549,49246,742

18,462,61721,189,981

Total liabilities22,408,21326,313,616

Net assets9,862,3 3713,160,635

Net tangible assets per share

($ per share – non-GAAP measure)270.1 90.2 1

For and on behalf of the Board who approved these financial statements for issue on 27 June 2025.

The attached notes form part of these financial statements

Josef Roberts

Director

Alan Gourdie

Director

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

AS AT 31 MARCH 2025

The attached notes form part of these financial statements

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
2223

2025

Contributed

Equity

Foreign

Currency

Translation

Reserve

Return of

Capital Cost

Retained

earningsTotal Equity

$$$$$

Balance as at 1 April 202411,913,499(289,193) - 1,536,329 13,160,635

Return of Capital(4,077,291)-(252,698) -(4 , 3 2 9 , 9 8 9)

Movement in foreign currency translation reserve

recognised in other comprehensive income-4,912 - -4,912

Net Profit for the period ended 31 March 2025-- - 1,026,7791 ,0 2 6 ,7 7 9

Total comprehensive income- 4,912 - 1,026,779 1,031,691


Balance as at 31 March 2025 7,836,208 (284,281) (2 5 2 ,6 9 8) 2,563,108 9,862,337

2024

Contributed

Equity

Foreign

Currency

Translation

Reserve

Retained

earningsTotal Equity

$$$$

Balance as at 1 April 202311,913,499(283,768)209,25211,838,983

Movement in foreign currency translation reserve

recognised in other comprehensive income-(5,425)-(5,4 2 5)

Net Profit for the year ended 31 March 2024--1,327,0771,327,077

Total comprehensive income-(5,425)1,327,0771,321,652


Balance as at 31 March 202411,913,499(289,193)1,536,32913,160,635

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

The attached notes form part of these financial statements

CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

The attached notes form part of these financial statements

20252024

Cash flows from operating activitiesNote$$

Receipts from customers23,611,46325,903,530

Interest received195,118260,251

Goods and services tax45,823(54,920)

Payments to suppliers & employees (21,019,282)(22,300,320)

Interest Paid--

Interest on leases(395,786)(432,457)

Taxes paid(777,377)(453,536)

Net cash flows provided from operating activities251,659,9592,922,548

Cash flows from investing activities

Repayments of loans75,60327,060

Loans to staff and franchisees(147,000)-

Sale of property, plant and equipment 62,765128,147

Acquisition of intangible assets13(1,047,476)(221,880)

Acquisition of property, plant & equipment10(286,152)(536,584)

Net cash flows applied to investing activities(1,342,260)(6 0 3 , 2 5 7 )

Cash flows from financing activities

Return Of Capital17(4,329,989)-

Lease Liability Principal Component(739,683)(955,937)

Net cash flows applied to financing activities(5,0 69,672)(955,937)

Net movement in cash and cash equivalents(4,751,973)1,363,354

Exchange gains on cash and cash equivalents6,9115,782

Opening cash and cash equivalents9,571,1608,202,024

Closing cash and cash equivalents164,826,0989,571,160

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
2425

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1) Reporting Entities and Statutory Base

Burger Fuel Group Limited (“BFG”) is a Company

registered under the Companies Act 1993 and is

listed with the New Zealand Stock Exchange (NZX).

The Company is a Financial Markets Conduct (FMC)

reporting entity for the purposes of the Financial Markets

Conduct Act 2013 and its financial statements comply

with that Act.

The financial statements presented are those of Burger

Fuel Group Limited (the ‘Group’). A list of its wholly

owned subsidiaries is listed in note 11 of the financial

statements.

The Group operates as a franchisor of gourmet burger

and chicken restaurants and is a for-profit oriented

entity, incorporated and domiciled in New Zealand.

2) Basis of preparation

Statement of Compliance

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”) and the requirements

of the Companies Act 1993, the Financial Reporting

Act 2013 and the Financial Markets Conduct Act 2013.

They comply with the New Zealand equivalents to

International Financial Reporting Standards (“NZ IFRS”),

and other applicable Financial Reporting Standards

as appropriate for, for-profit oriented entities. For the

purposes of complying with NZ GAAP, the Group is a

Tier 1 for-profit entity as defined in the XRB’s Accounting

Standards Framework. These financial statements also

comply with International Financial Reporting Standards

(“IFRS”).

These financial statements are presented in New

Zealand dollars ($), which is the Group’s functional

currency and they have been rounded to the nearest

dollar.

Where necessary, comparative information has been

reclassified and repositioned for consistency with

current year disclosures.

The financial statements were approved by the Board of

Directors on the date set out on page 21 of the Annual

Report.

Basis of Measurement

These financial statements have been prepared under

the historical cost convention, adjusted for fair value

for specific balances as outlined below and on a going

concern basis.

Use of Estimates and Judgements

The preparation of financial statements in conformity

with NZ IFRS requires management to make estimates

and assumptions that affect the reported amounts

of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and

expenses during the year. Actual results could differ from

those estimates. The principal areas of judgments in

preparing these financial statements are set out below:

IFRS16 – Expected Lease Term

The Group has estimated the lease terms for the

occupied and non-occupied leases will run to their final

expiry, taking into account all optional exercise periods.

This is based on the fact that the Group and franchisee

spends a significant amount on the store fitout, thus it is

in their best interest to extend the lease term for as long

as possible while the asset is generating revenue. The

leases are generally aligned with the 10-year franchise

agreements.

Recoverability of lease receivables

The Group holds the head leases on 33 (FY24: 40)

franchised Burger Fuel stores in New Zealand (Non-

occupied leases). These have been sublet to the

franchisees on the same terms and conditions and the

franchisee is a guarantor of the lease. The liability of the

lease passes to the franchisee and a number of these

leases have default liability clauses included, which

limits lease payments from 3 to 24 months. There are

judgements involved in determining the recoverability of

the lease receivable, based on the possible nonpayment

of rent from the franchisee, who is the sublessee in this

relationship.

Accounting for Income Tax

Preparation of the annual financial statements requires

management to make estimates as to, amongst other

things, the amount of tax that will ultimately be payable,

the availability of losses to be carried forward and the

amount of foreign tax credits it will receive in each of the

jurisdictions it operates in.

Deferred tax assets are recognised for deductible

temporary differences and unused tax losses (where

applicable) only to the extent that it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses. Actual results may

differ from these estimates as a result of reassessment

by management or taxation authorities.

Refer to note 6 for additional information on accounting

for income tax.

Impairment of Goodwill

The Group reviews goodwill for impairment on an annual

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

basis. This requires an estimation of the value in use

of the cash-generating units to which the Goodwill is

allocated. Estimating the value in use amount requires

management to make an estimate of the expected

future cash flows from the cash-generating unit in the

forecasted period of 5 years and also to determine a

suitable discount rate in order to calculate the present

value of those cash flows. The Group’s longer-term

forecasts are subject to a higher level of uncertainty

as it mostly depends on consumer spending, market

conditions and level of competition. For additional

information on the impairment test, reference is made to

note 13.1 - Intangible Assets.

3) Material accounting Policies

The following is a summary of specific accounting

policies adopted by the Group in the preparation of

the financial statements that materially affect the

measurement of financial performance, cash flows and

the financial position.

a) Adoption of new & revised standards and

interpretations

The Group adopted the amendments to NZ IAS 1

Classification of Liabilities as Current or Non-current

(Amendments to NZ IAS 1) and Non-current Liabilities

with Covenants – The group has no covenants on non-

current liabilities that could become repayable within

twelve months and this amendment did not affect the

financial or disclosure aspects of the Group’s financial

statements.

The Group adopted the amendments Lease Liability in

a Sale and Leaseback (Amendments to NZ IFRS 16). This

amendment did not affect the financial or disclosure

aspects of the Group’s financial statements.

The Group adopted the amendments Disclosure of Fees

for Audit Firms’ Services (Amendments to FRS-44). This

amendment did not affect the financial or disclosure

aspects of the Group’s financial statements.

Supplier Finance Arrangements (Amendments to NZ

IAS 7 and NZ IFRS 7). This amendment did not affect

the financial or disclosure aspects of the Group’s

financial statements as there are no Supplier Finance

Arrangements.

No other new standards, amendments, or interpretations

to existing standards effective from 1 April 2024

materially impacted the Group’s financial statements or

required retrospective adjustments.

b) Revenue Recognition

Revenue arises mainly from the sale of food and

beverage products from our fast-casual stores that the

Group owns directly and from franchise and royalty

arrangements that it has in place with franchise holders

both in New Zealand and offshore.

The Group recognises contract liabilities for

consideration received in respect of unsatisfied

performance obligations and reports these amounts

as other contract liabilities in the statement of financial

position.

Sale of goods

The Group is in the business of providing fast-casual

food solutions to its customers and franchisees. Revenue

from contracts with customers is recognised when

control of the goods is transferred to the customer or

franchisee at an amount that reflects the consideration

to which the Group expects to be entitled in exchange

for those goods or services. The Group has concluded

that it is the principal in its revenue arrangements,

because it controls the goods or services before

transferring them to the customer.

Management has determined the performance

obligation to deliver the food & proprietary products

is completed when control of goods passes to the

customer. Revenue is recognised at this time.

Franchise fees

The Group recognises revenue derived from its franchise

operations in New Zealand and the Middle East on a

straight-line basis over a period of time that the franchise

agreement is in place, which is generally 10 years.

This is the period of time over which the performance

obligation, the use of the intellectual property, is

satisfied. Payment is received annually over the term of

the agreement.

The transaction price includes a variable price

consideration for the possible transfer of franchise

rights. This is unknown until a transfer transaction is

completed. Given the high uncertainty of this transfer,

the transaction price for a franchise contract is not

adjusted for these transferred franchise rights until the

Group is notified of the sale.

Royalties from Franchises and Master Licencing

Arrangements (MLAs)

The Group recognises revenue derived from its

Franchises, MLAs and Development Agent agreements

over time, based on sales that are reported back to the

Group on a monthly basis for sales that occurred in that

month. Payment is received on a monthly basis.

The performance obligation, to provide access to the

brand intellectual property, is satisfied over time. Royalty

revenue is recognised as the underlying sales take place.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
2627

3) Material accounting

Policies(Continued)

Training fees

The Group recognises revenue from training over time

as each 12-week training course is provided to the new

operators of franchises. Payment is received upfront

when the new operator signs a franchise agreement.

Advertising revenue

The Group recognises advertising revenue derived from

its Franchises and MLAs over time, based on sales that

are reported back to the Group on a monthly basis for

sales that occurred in that month. Payment is received

on a monthly basis.

The performance obligation, to provide access to the

brand intellectual property and advertising services, is

satisfied over time. Advertising revenue is recognised as

the underlying sales take place, in accordance with sales-

based royalties. The Group provides marketing services

to increase sales and brand exposure over the life of the

agreement.

Property management fees

The Group recognises revenue from property

management services on a straight-line basis over 12

months. This reflects the period of time over which the

Group provides property management services to each

franchise.

Other revenue

Other revenue includes incentives, bonuses and rebates

received by the Group from its suppliers in relation to

volume of goods and services that have been purchased

by franchise holders. Rebate revenue is recognised when

the sale of the underlying asset is completed. Other

revenues are recognised when reliable estimates of

the amounts due to the Group are deemed to be highly

probable.

Online ordering (software) revenue

The Group recognises revenue derived from its

Franchises over time, based on online sales that are

reported back to the Group on a monthly basis for sales

that occurred in that month. Payment is received on a

monthly basis.

The performance obligation, to provide access to the

Groups online ordering platform, is satisfied over time.

Royalty revenue is recognised as the underlying sales

take place.

Significant financing components

Using the practical expedient in NZ IFRS 15, the Group

does not adjust the promised amount of consideration

for the effects of a significant financing component if it

expects, at contract inception, the period between the

transfer of the promised good or service to the customer

and when the customer pays for that good or service will

be one year or less.

c) Accounts Receivable

Trade receivables

The Group makes use of a simplified approach in

accounting for trade receivables. In calculating, the

Group uses its historical experience, external indicators

and forward-looking information to calculate the

expected credit losses.

The Group assesses the impairment of all its trade

receivables on a specific as well as a collective basis in

order to determine the allowance for credit losses.

Management has assessed the information available and

concluded that no provision for expected credit losses

was identified.

d) Inventories

Inventories are stated at the lower of cost and net

realisable value after due consideration for excess

and obsolete items. Cost is based on the first in, first

out principle and includes expenditure incurred in

acquiring the inventories and bringing them to their

existing condition and location. Net realisable value

is the estimated selling price in the ordinary course of

business, less estimated selling expenses.

e) Financial Instruments

Loans Receivable and Lease Receivable at

amortised cost

Management have assessed each counterparty as

having a low risk of default and a strong capacity to meet

their contractual cash flow obligations in the near term.

f) Share Capital

Ordinary Shares

Incremental costs directly attributable to the issue of

ordinary shares and share options are recognised as a

deduction from equity.

g) Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured

at cost less accumulated depreciation and impairment

losses.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Cost includes expenditures that are directly attributable

to the acquisition of the asset. The cost of self-

constructed assets includes the cost of materials and

direct labour, any other costs directly attributable to

bringing the asset to a working condition for its intended

use, and the costs of dismantling and removing the

items and restoring the site on which they are located.

Purchased software that is integral to the functionality

of the related equipment is capitalised as part of that

equipment.

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.

Subsequent Costs

The cost of replacing part of an item of property, plant

and equipment is recognised in the carrying amount

of the item if it is probable that the future economic

benefits embodied within the part will flow to the Group

and its cost can be measured reliably. The costs of the

day-to-day servicing of property, plant and equipment

are recognised in profit and loss as incurred.

Depreciation rates

Property, plant and equipment are stated at cost less

accumulated depreciation. The following depreciation

rates have been used:

Motor Vehicles 24% - 40% diminishing value

Leasehold Improvements 9% - 40% diminishing value

Computer Hardware 16% - 75% diminishing value

Furniture & Fittings 8% - 67% diminishing value

Kitchen Equipment 8% - 67% diminishing value

Office Equipment 8% - 67% diminishing value

Where an asset is disposed of, the gain or loss

recognised in the Statement of Comprehensive Income

is calculated as the difference between the sale price and

the carrying amount of the asset.

h) Leased Assets

As a lessee

The Group has elected to apply the practical expedient in

accordance with IFRS 16, allowing for the combination of

lease and non-lease components.

As a lessor

When the Group is an intermediate lessor (based on

sub-leasing) it accounts for its interests in the head

lease and the sub-lease separately. It assesses the

lease classification of a sub-lease with reference to the

right-of-use asset arising from the head lease, not with

reference to the underlying asset. If a lease transfers

substantially all of the risks and rewards incidental to the

right-of-use asset, it is treated as a finance lease. These

are classified as non-occupied leases in the financial

statements.

The initial measurement of the present value of the lease

liability is offset with a lease receivable, representing its

right to receive lease payments from a sublessee.

Variable lease payments, such as percentage rent based

on turnover, not included in the measurement of lease

liabilities are recognised as an expense when incurred.

Leases of 12-months or less and leases of low value

assets

Lease payments made in relation to leases of 12-months

or less and leases of low value assets (for which a right of

use asset and a lease liability has not been recognised)

are recognised as an expense on a straight-line basis

over the term of the lease.

i) Intangible Assets

The Group’s intangible assets have finite useful lives

(with the exception of goodwill) and are stated at cost

less accumulated amortisation. This class of intangible

asset which includes brand assets, software and patents

are amortised in the Statement of Comprehensive

Income on a straight-line basis over the period during

which benefits are expected to be derived, which is up

to 10 years for trademarks. Where there has been an

impairment in the value, the balance has been written off

in the Statement of Comprehensive Income.

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied in the

intangible asset to which it relates. All other expenditure

is recognised in the Statement of Comprehensive

Income when incurred.

As part of a previous business combination, an acquirer

may acquire a right that it had previously granted to the

acquiree to use one or more of the acquirer’s recognised

or unrecognised assets. An example of such rights

include a right to use the acquirer’s trade name under a

franchise agreement. A reacquired right is an identifiable

intangible asset that the acquirer recognises separately

from goodwill. Reacquired rights are initially valued at

the present value of the expected future cash flows and

subsequently amortised on a straight-line basis over

its useful life, being the remaining contractual period

without considering contractual extension possibilities

but not exceeding 10 years.

The cost of self-constructed intangible assets includes

the cost of direct labour, any other costs directly

attributable to bringing the asset to a working condition

for its intended use. Purchased software that is

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
2829

3) Material accounting Policies

(Continued)

integral to the functionality of the related equipment

is capitalised as part of that equipment. These self-

constructed intangible assets have a useful life of 3 years.

j) Earnings and Net Tangible Assets Per Share

The Group also presents Net Tangible Assets Per Share

(a non-GAAP measure) for its ordinary shares, and it

is calculated by dividing the net tangible assets of the

Group by the number of shares outstanding at the end of

the year.

This is a non-GAAP measure, but the disclosure is

required under the NZX listing rules.

k) Segment Reporting

Operating segments have been identified based on the

information provided to the chief operating decision

maker; being the Board of Directors.

The Group operates in two operating segments – these

consist of the following geographical locations, New

Zealand, and international markets.

l) Goodwill

Refer to Note 13.1 for a description of impairment testing

procedures.

m) Impairment Testing of Goodwill, Other Intangible

Assets and Non-financial Assets

For impairment assessment purposes, assets are

grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units).

As a result, some assets are tested individually for

impairment and some are tested at cash-generating unit

level. Goodwill is allocated to those cash-generating

units that are expected to benefit from synergies of the

related business combination and represent the lowest

level within the Group at which management monitors

goodwill.

Cash-generating units to which goodwill has been

allocated (determined by the Group’s management as

equivalent to its operating segments) are tested for

impairment at least annually. All other individual assets

or cash-generating units are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by

which the asset’s or cash-generating unit’s carrying

amount exceeds its recoverable amount, which is the

higher of fair value less costs to sell and value-in-use.

To determine the value-in-use, management estimates

expected future cash flows from each cash-generating

unit and determines a suitable interest rate in order to

calculate the present value of those cash flows.

The data used for impairment testing procedures are

directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future

reorganisations and asset enhancements. Discount

factors are determined individually for each cash-

generating unit and reflect management’s assessment of

respective risk profiles, such as market and asset-specific

risks factors.

The carrying amounts of the Group’s non-financial

assets, other than inventories and deferred tax assets 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 if the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the Statement of

Comprehensive Income.

Impairment losses for cash-generating units reduce

first the carrying amount of any Goodwill allocated to

that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the cash-

generating unit. With the exception of Goodwill, all

assets are subsequently reassessed for indications

that an impairment loss previously recognised may no

longer exist. An impairment charge is reversed if the

cash-generating unit’s recoverable amount exceeds its

carrying amount. Refer to note 13 for more details around

the impairment testing.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

4) Revenue

20252024

$$

Sale of Goods10,350,96911,151,620

Franchising Fees395,100253,708

Training Fees37,500-

Royalties6,273,9436,781,499

Advertising Fees4,198,5254,863,227

Property Management Fees60,00062,000

Other Revenue1,985,3152,594,269

Gain on Sale of Fixed Assets (refer Note 10) 60,08121,791

Foreign Exchange Gains 1,99911,208

Online Ordering Income497,324210,658

23,860,75625,949,980

5) Expenses

20252024

Operating expenses include:$$

Cost of Sales4,046,3684,427,506

Loss on Disposal of Property, Plant and Equipment. (refer Note 10)10,390268,068

Directors’ Fees (refer Note 23)200,750178,667

Wages and Salaries5,687,4856,073,404

Contributions to a defined contribution plan152,803134,631

Key management personnel costs: (refer Note 23)

- Salary and other short-term benefits2,004,6751,957,203

- Contributions to a defined contribution plan30,57035,604

Auditors’ remuneration – Audit Services – Baker Tilly Staples Rodway:

- Audit of Financial Statements131,250100,590

- Tax compliance services36,80028,825

Other Operating Expenses 3,985,9064,410,902

Legal Expenses – Return of Capital Opposition221,688205,509

Write-off of obsolete stock (refer Note 9)22,701103,206

Advertising Expenditure4,006,6474,432,228

20,53 8,03 322,356,343

The above key management personnel costs include remuneration of the Group Chief Executive and the

members of the executive team.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
3031

6) Income tax

20252024

$$

Taxation expense is represented by:

Current Tax436,124506,655

Deferred Tax72,56251,954

508,686558,609

Profit / (Loss) before income tax expense1,535,4651,885,686

Timing differences & non-deductible expenses:

50% entertainment45,98541,012

Non-deductible expenditure223,702255,950

Depreciation & Amortisation43,922(151,307)

IFRS 15 Deferred revenue(195,523)(165,923)

IFRS 16 Leases117,73026,168

Accruals(20,955)(14,587)

Make good provision2,7503,500

Holiday pay not paid out within 63 days(71,881)108,504

Other (23,144)12,171

122,586115,488

Taxable Profit 1,658.0512,001,174

Tax Losses utilised(172,844)(193,153)

Net Taxable Profit1,485,2071,808,021

Taxation at the company’s effective tax rate415,858506,246

Deferred tax movement Statement of comprehensive income36,90752,040

Under Provision of Prior Period55,921323

Total income tax expense per statement of comprehensive income508,686558,609

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

6) Income tax (Continued)

20252024

Reconciliation of deferred tax asset:$$

Deferred tax on temporary differences

Opening balance 566,380618,420

Prior period adjustment(35,654)(87)

Provision for employee benefits(20,127)30,381

Provisions for make good770980

Depreciation & amortisation10,058(42,366)

Accruals(5,868)(4,084)

Deferred revenue(54,705)(44,192)

Impact of leases32,9647,328

493,818566,380

Opening Balance566,380618,420

Charged to profit or loss(36,907)(51,954)

Prior period adjustment(35,654)(8 8)

Other(1)2

Closing Balance493,818566,380

The Group has $1,165,603 of unrecognised losses to be carried forward (2024: $1,299,429). The potential benefit of

these losses is $349,681 (2024: $389,828) which has not been recognised in the financial statements. The losses

carried forward relate to the Australian operations and are therefore in Australian dollars.

The Group has recognised a deferred tax asset of $493,818 (2024: $566,380) with respect to other temporary

differences. This has been recognised as it is probable that future taxable profit will be available to allow the asset

to be utilised.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
3233

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8) Trade and other receivables

20252024

$$

Trade receivables1,896,3172,039,531

Allowance for expected credit losses--

1,896,3172,039,531

Prepayments132,720102,292

Prepayments – Licence Fee300,000-

Sundry receivables7,48414,909

2,336,5212 ,1 5 6 ,7 3 2

Current2,059,0212,156,732

Non-current277,500-

2,336,5212 ,1 5 6 ,7 3 2


Receivables denominated in currencies other than the presentation currency are Australian Dollars and they comprise

2.1% of the trade receivables (2024: 2.8%) The total receivables impaired for the 2025 financial year are Nil (2024: Nil).

7) Imputation credits

20252024

$$

Opening balance3,268,5303,041,016

Add

Tax payable484,736153,714

Resident withholding tax37,81574,313

522,551228,027

Deduct

Income tax refund received(1,449)(513)

Closing balance3 ,7 8 9,6 3 23,268,530

9) Inventories

20252024

$$

Ingredients185,368182,110

Finished Goods435,720475,101

Total Inventory621,0886 5 7, 2 1 1

Finished goods includes signage, kitchen equipment, computer equipment & proprietary products (BurgerFuel

sauces & dry goods). During the year ended 31 March 2025, $22,701 of obsolete ingredients, IT Equipment and

stationery were written off. (2024: $103,206).

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
3435

10) Property, plant & equipment

2025Motor vehicles

Office

equipment

Furniture and

fittings

Computer

Hardware

Kitchen

equipment

Leasehold

Improve-

mentsTotal

$$$$$$$

Cost

Balance 1 April 2024247,87078,4511,245,7331,327,5751,386,4942,363,7636,649,886

Additions71,2961,85345,02481,79175,73810,450286,152

Disposals (38,892)-(6,123)(62,079)(7,857)-(114,951)

Cost at 31 March 20252 8 0, 2 7480,3041,284,6341 , 3 4 7, 2 8 71,454,3752 , 3 74 , 2 1 36,821,087

Depreciation and

impairment losses

Balance 1 April 2024183,11864,983933,7521,110,970758,5441,356,0374,407,404

Disposals(37,219)-(4,152)(54,874)(5,631)-(101,876)

Depreciation for the year27,8452,66066,783125,582106,438102,282431,590

Foreign exchange impact-------

Balance 31 March 20251 7 3 ,74 46 7, 6 4 3996,3831,181,678859,3511,458,3194 ,7 3 7,1 1 8

Net Book Value

Balance 1 April 202464,75213,468311,981216,605627,9501,007,7262,242,482

Depreciation for the year(27,845)(2,660)(66,783)(125,582)(106,438)(102,282)(431,590)

Additions71,2961,85345,02481,79175,73810,450286,152

Disposals(1,673)-(1,971)(7,205)(2,226)-(13,075)

Foreign exchange impact-------

Net Book Value at 31

March 2025106,53012,661288,251165,609595,024915,8942,083,9 69

The gain on sale recorded in the Statement of Comprehensive Income was $60,081 (2024: $21,791), relating to the

sale of a motor vehicle and kitchen equipment. The loss on sale recorded relates to IT and kitchen equipment $10,390

(2024: $268,068)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10) Property, plant & equipment (Continued)

2024Motor vehicles

Office

equipment

Furniture &

fittings

Computer

Hardware

Kitchen

Equipment

Leasehold

Improve-

mentsTotal

$$$$$$$

Cost

Balance 1 April 2023267,17977,7911,232,6461,384,2491,425,1272,508,0516,895,043

Additions58,342660108,584114,307201,46153,230536,584

Disposals (77,651)-(95,497)(170,981)(240,094)(197,518)(781,741)

Cost at 31 March 20242 4 7, 8 7 078,4511,245,7331 , 3 2 7, 5 7 51,386,4942,363,7636,649,8 86

Depreciation and

impairment losses

Balance 1 April 2023234,68962,465928,3021,095,720710,7571,421,7684,453,701

Disposals(76,421)-(40,813)(158,003)(90,591)(41,489)(407,318)

Depreciation for the year24,8502,51846,263173,253138,378(24,242)361,020

Foreign exchange impact-------

Balance 31 March 2024183,11864,9839 3 3 ,7 5 21 ,1 1 0, 9 7 0758,5441,356,0374,407,404

Net Book Value

Balance 1 April 202332,49015,326304,344288,529714,3701,086,2832,441,342

Depreciation for the year(24,850)(2,518)(46,263)(173,253)(138,378)24,242(361,020)

Additions58,342660108,584114,307201,46153,230536,584

Disposals(1,230)-(54,684)(12,978)(149,503)(156,029)(374,424)

Foreign exchange impact-------

Net Book Value at 31

March 20246 4 ,7 5 213,468311,981216,6056 2 7, 9 5 01,0 07,7262,242,482

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
3637

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary CompaniesCountry of

Incorporation

Interest Held

2025

Interest Held

2024

BF Lease Company LimitedNew Zealand100%100%

BF Lease Company No 1 Limited - removedNew Zealand-100%

BF Lease Company No 2 Limited - removedNew Zealand-100%

BF Lease Company No 3 LimitedNew Zealand100%100%

BF Lease Company No 4 LimitedNew Zealand100%100%

BF Lease Company No 5 LimitedNew Zealand100%100%

BF Lease Company No 6 LimitedNew Zealand100%100%

BF Lease Company No 7 LimitedNew Zealand100%100%

BF Lease Company No 8 LimitedNew Zealand100%100%

BF Lease Company No 9 LimitedNew Zealand100%100%

BF Lease Company No 10 LimitedNew Zealand100%100%

BF Lease Company No 11 LimitedNew Zealand100%100%

BF Lease Company No 12 LimitedNew Zealand100%100%

BF Lease Company No 13 LimitedNew Zealand100%100%

BF Lease Company No 14 LimitedNew Zealand100%100%

BF Lease Company No 15 Limited - removedNew Zealand-100%

BF Lease Company No 16 Limited - removedNew Zealand-100%

BF Lease Company No 17 LimitedNew Zealand100%100%

BF Lease Company No 18 LimitedNew Zealand100%100%

BF Lease Company No 19 LimitedNew Zealand100%100%

BF Lease Company No 20 LimitedNew Zealand100%100%

BF Lease Company No 21 LimitedNew Zealand100%100%

BF Lease Company No 22 Limited - removedNew Zealand-100%

BF Lease Company No 23 LimitedNew Zealand100%100%

BF Lease Company No 24 LimitedNew Zealand100%100%

BF Lease Company No 25 LimitedNew Zealand100%100%

BF Lease Company No 26 LimitedNew Zealand100%100%

BF Lease Company No 27 LimitedNew Zealand100%100%

BF Lease Company No 28 LimitedNew Zealand100%100%

BF Lease Company No 29 LimitedNew Zealand100%100%

BF Lease Company No 30 LimitedNew Zealand100%100%

BF Lease Company No 31 Limited - removedNew Zealand-100%

BF Lease Company No 32 LimitedNew Zealand100%100%

BF Lease Company No 33 Limited - removedNew Zealand-100%

11) Investment in subsidiaries

The Parent Company’s investment in the subsidiaries comprises shares at cost.

All subsidiaries have a 31 March balance date.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11) Investment in subsidiaries (Continued)

Subsidiary CompaniesCountry of

Incorporation

Interest Held

2025

Interest Held

2024

BF Lease Company No 34 LimitedNew Zealand100%100%

BF Lease Company No 35 LimitedNew Zealand100%100%

BF Lease Company No 36 LimitedNew Zealand100%100%

BF Lease Company No 37 LimitedNew Zealand100%100%

BF Lease Company No 38 LimitedNew Zealand100%100%

BF Lease Company No 39 LimitedNew Zealand100%100%

BF Lease Company No 40 LimitedNew Zealand100%100%

BF Lease Company No 41 LimitedNew Zealand100%100%

BF Lease Company No 42 LimitedNew Zealand100%100%

BF Lease Company No 44 LimitedNew Zealand100%100%

BF Lease Company No 45 Limited - removedNew Zealand-100%

BF Lease Company No 46 Limited - removedNew Zealand-100%

BF Lease Company No 47 Limited - removedNew Zealand-100%

BF Lease Company No 48 Limited - removedNew Zealand-100%

Burger Fuel Group Lease Limited (formally BF Lease

Company No 49 Limited)New Zealand100%100%

Burger Fuel Worldwide Limited (formally BF Lease

Company No 50 Limited)New Zealand100%100%

Burger Fuel (Dubai) NZ LimitedNew Zealand100%100%

Burger Fuel International LimitedNew Zealand100%100%

Burger Fuel (Australia) Pty LimitedNew Zealand100%100%

Burger Fuel (Australia) No2 Pty LimitedNew Zealand100%100%

Burger Fuel International Management LimitedNew Zealand100%100%

Burger Fuel LimitedNew Zealand100%100%

BurgerFuel Henderson LimitedNew Zealand100%100%

Burger Fuel Takapuna LimitedNew Zealand100%100%

Winner Winner LimitedNew Zealand100%100%

Shake Out LimitedNew Zealand100%100%

Concept Brands LimitedNew Zealand100%100%

Shake Out Commercial Bay LimitedNew Zealand100%100%

Shake Out Container LimitedNew Zealand100%100%

Burger Fuel Pty Limited Australia100%100%

Burger Fuel Australia Pty LimitedAustralia100%100%

BFG Delivery Kitchen Limited (formally BF Lease Company

No 43 Limited)New Zealand100%100%

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
3839

The principal activities of the subsidiaries are:

Burger Fuel Limited – Franchise systems – gourmet burger restaurants.

Burger Fuel International Limited – Holds patents, trademarks and licences and holds the international Master

Franchise Agreements.

Burger Fuel International Management Limited – Owns the BurgerFuel Australia operation and holds the

international Master Franchise Agreements.

Burger Fuel (Australia) Pty Limited – Non trading.

Burger Fuel (Australia) No2 Pty Limited – Non trading.

Burger Fuel Australia Pty Limited – Non trading.

Burger Fuel Pty Limited – Administration.

Burger Fuel (Dubai) NZ Limited – was the holding company of the subsidiary in Dubai (Burger Fuel (ME) DMCC).

BurgerFuel Henderson Limited – New Zealand based company trading as restaurant.

Burger Fuel Takapuna Limited – New Zealand based company trading as restaurant.

Winner Winner Limited – New Zealand based company trading as restaurant – Closed May 2023.

Shake Out Limited – New Zealand based company trading as restaurant.

Concept Brands Limited - Franchise systems – Shake Out and Winner Winner brands.

Shake Out Commercial Bay Limited – New Zealand based company trading as restaurant.

Shake Out Container Limited – New Zealand based company trading as mobile restaurant.

BFG Delivery Kitchen Limited – Shake Out delivery Only kitchen – Closed Nov 2023.

All other companies are head lease holders for store premises in New Zealand.

11) Investment in subsidiaries (Continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12) Loans

20252024

$$

Advance to staff3,490-

Advance to Franchisee86,34618,440

Total Loans89,8 3618,440

Current28,22918,440

Non-current61,607-

Total89,8 3618,440


Advances to Franchisee

The advance to a franchisee is to assist with opening of a BurgerFuel Store. The loan is interest bearing at 7%

(2024: 5.7%).

These advances have been assessed by management and there is no impairment or expected credit losses.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
4041

13) Intangible assets

2025Brand

AssetsGoodwill

Reacquired

Rights

Computer

SoftwarePatentTrade MarksTotal

$$$$$$$

Cost

Balance 1 April 2024221,3331,639,279250,760620,91418,506775,8573,526,649

Disposals -----(4,249)(4,249)

Acquisitions---1,017,5152,29327,6681,047,476

Balance at

31 March 2025221,3331,639,279250,7601,638,42920,799799,2764,569,876

Amortisation

Balance 1 April 2024140,262315,000195,034169,33114,966643,7141,478,307

Disposals -----(4,249)(4,249)

Impairment -------

Current year amortisation19,142-27,862195,9831,44844,718289,153

Balance 31 March 2025159,404315,000222,896365,31416,414684,1831,763,211


Net Book Value

Balance 1 April 202481,0711,324,27955,726451,5833,540132,1432,048,342

Disposals -------

Impairment -------

Additions---1,017,5152,29327,6681,047,476

Amortisation(19,142)-(27,862)(195,983)(1,448)(44,718)(289,153)

Net Book Value at

31 March 202561,9291,324,2792 7, 8 6 41,273,1154,385115,0932,80 6,665

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13) Intangible assets (Continued)

2024Brand

AssetsGoodwill

Reacquired

Rights

Computer

SoftwarePatentTrade MarksTotal

$$$$$$$

Cost

Balance 1 April 2023221,3331,639,279250,760414,98517,896760,5163 , 3 0 4 ,7 6 9

Disposals -------

Acquisitions---205,92961015,341221,880

Balance at

31 March 2024221,3331,639,279250,760620,91418,506775,8573,526,649

Amortisation

Balance 1 April 2023121,120315,000167,17232,96713,541598,7141,248,514

Disposals -------

Impairment-------

Current year amortisation19,142-27,862136,3641,42545,0002 2 9,7 9 3

Balance 31 March 2024140,262315,000195,034169,33114,966643,7141,478,307


Net Book Value

Balance 1 April 2023100,2131,324,27983,588382,0184,355161,8022,056,255

Disposals -------

Impairment-------

Additions---205,92961015,341221,880

Amortisation(19,142)-(27,862)(136,364)(1,425)(45,000)(2 2 9,7 9 3)

Net Book Value at

31 March 202481,0711,324,2795 5 ,7 2 6451,5833,540132,1432,048,342

The reacquired rights will be amortised over the life of the franchise agreement at the time of purchase

being 9.5 years.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
4243

13.1) Impairment testing

Impairment

The goodwill of the two cash generating units (CGU’s) (BurgerFuel Takapuna and BurgerFuel Henderson stores)

have been tested for impairment. Based on the impairment testing results, no impairment loss on Goodwill is

recorded in the 2025 financial year (2024: Nil). Estimation uncertainty relates to assumptions about current value

or operating results and the determination of a suitable discount rate. For the purpose of annual impairment

testing, goodwill is allocated to the following cash-generating units, which are the units expected to benefit from

the synergies of the business combinations in which the Goodwill arises.

20252024

$$

New Zealand Retail – Henderson Store586,427586,427

New Zealand Retail – Takapuna Store737,852

737,852

Goodwill allocation at 31 March1,324,2791,324,279

The recoverable amounts of the cash-generating units were determined based on the higher of the value-in-use

and fair value less cost of disposal calculations, covering a detailed forecast period of 5 years of expected cash

flows for the units’ remaining useful lives using the growth rates determined by management.

Management assessed the impact of reduced economic activity and lower revenues due to slower economic

growth on the valuation of the Group’s financial and non-financial assets (i.e. impairment assessment of cash

generating units).

The Group has prepared revised cash flow forecasts for the purposes of the Group’s annual impairment testing of

goodwill and brand. This assessment has confirmed the carrying value of goodwill and brand assets as at 31 March

2025.

The present value of the expected cash flows of each segment is determined by applying a suitable discount rate.

Growth RatesDiscount Rates

2025202420252024

New Zealand Retail – Henderson Store2.0%2.0%1 7.1 %16.8%

New Zealand Retail – Takapuna Store2.0%2.0%16.8%16.7%


13.2) Growth rates

The growth rates reflect the long-term average growth rates for the product line and industry of the segments (all

publicly available). The Group is expecting the FY25 revenue growth rates combined across the two CGU’s to be

1.95% based on the current economic conditions. (FY24 7.6%)

13.3) Discount rates

The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each unit and

these are pre-tax discount rates.

13.4) Cash flow assumptions

The forecasts assume that New Zealand will have no further restrictions placed on the business operations during

the forecast period.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14) Trade and other payables and contract liabilities

20252024

$$

Trade payables1,139,2701,638,192

Payroll liabilities19,564-

GST payable241,178195,355

Accrued expenses56,47255,058

1,456,4841,888,605

Contract Liability

2025Franchise Fees MLA Total

Balance 01 April 2024896,019162,6791,058,698

Franchise fees booked to Balance Sheet in FY25295,454-295,454

Revenue recognised – Franchise fees(242,674)(24,991)(267,665)

Balance 31 March 20259 4 8 ,7 9 91 3 7, 6 8 81,086,487

Contract Liability - Current156,36824,991181,359

Contract Liability – Non-current792,431112,697905,128

Total9 4 8 ,7 9 91 3 7, 6 8 81,086,487

2024

Balance 01 April 2023617,641187,671805,312

Franchise fees booked to Balance Sheet in FY24499,311-499,311

Revenue recognised – Franchise fees(220,933)(24,992)(245,925)

Balance 31 March 2024896,019162,6791,058,698

Contract Liability - Current225,96724,991250,958

Contract Liability – Non-current670,051137,689807,740

Total89 6,018162,6 801,058,698

The contract liability represents the remaining balance of franchise and MLA fees spread over the life of the

agreement which is typically 10 & 20 years in length, respectively. The franchises of 11 New Zealand stores expired

and were renewed or were terminated and re issued due to a sale and purchase of the franchise in FY25.

NZ Franchise fees are now received annually over franchise term, rather than as an upfront franchise fee.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
4445

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15) Provisions

20252024

$$

Store Closure Provision (non current)

Opening balance46,74243,242

Provisions made during the year2,7503,500

49,49246,742

Holiday Pay Provision (current)

Opening balance472,386345,696

Provisions made during the year643,036805,086

Provisions used during the year(714,620)(678,396)

40 0,802472,386

Total Provisions450,294519,128

Store Closure Provision

This is the make good provision that is set aside to cover the costs of returning premises that are occupied by

BurgerFuel back to their original condition, after taking into account the normal wear and tear of these premises.

Holiday Pay Provision

This is the allocation of the 8% annual leave entitlement that each full-time and part-time employee is entitled to

as part of their employment, which is accrued throughout the year.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16) Cash and cash equivalents

20252024

$$

Cash at bank1,495,0604,329,752

Cash on deposit3,331,0385,241,408

4,826,0989,571,160

At balance date there is $58,012 (2024: $58,012) in restricted cash for bonds issued to the NZX and a lease

guarantee bond. Refer note 21 for further information.

17) Contributed equity

Number of SharesShare Capital

2025202420252024

$$

Opening ordinary shares on issue 50,336,86350,336,86311,913,49911,913,499

Share buyback and cancellation(15,101,076)-(4,077,291)-

Authorised & issued ordinary shares on

issue at 31 March35,235,78750,336,8637,836,20811,913,499

Return of Capital costs--(252,698)-

7,583,510

Burger Fuel Group Limited was listed on the New Zealand Alternative Stock Exchange (NZAX) on 27 July

2007. The Group migrated to the main board (NZX) on the 1st July 2019. The Company has 35,235,787 (2024:

50,336,863) authorised and fully paid ordinary shares on issue. All shares have equal voting rights and share

equally in dividends and any surplus on winding up. The shares have no par value.

The High Court in Auckland approved the capital return, and $4.077 million was distributed to shareholders on

12 June 2024. This reduced cash reserves accordingly, and the number of shares on issue from 50,336,863 to

35,235,787. $252,698 of direct costs to complete the return of capital were included in the equity section of the

Statement of Financial Position.

No Dividends were paid in the 2025 financial year (2024: NIL).

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
4647

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18) Right of use assets, lease receivable and lease liabilities

In addition to the head office, company owned stores & warehouse leases (Occupied leases), the Group at 31

March 2025 holds the head leases on 33 franchised Burger Fuel stores in New Zealand (Non-occupied leases).

These have been sublet to the franchisees on the same terms and conditions as the head leases. These are

considered finance leases and the net investment in the lease is recorded as a receivable. Expected credit losses

have been reviewed and no impairments noted

2025

Non-OccupiedVehicle LeasesOccupiedTotal

Right of Use Assets

Opening balance-117,9895,746,1795,864,168

Remeasurements of ROU assets*-179,593496,193675,786

Depreciation-(99,146)(766,701)(865,847)

Right of use Asset as at 31 March 2025-198,4365,475,6715,674,107


* Remeasurements of ROU assets include vehicle and property leases and lease changes.

2024

Non-OccupiedVehicle LeasesOccupiedTotal

Right of Use Assets

Opening balance-212,8266,474,7216,687,547

Remeasurements of ROU assets*-2,506156,550159,056

Depreciation-(97,343)(885,092)(982,435)

Right of use Asset as at 31 March 2024-1 1 7, 9 8 95 ,74 6 ,1 7 95 , 8 6 4 ,1 6 8

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18) Right of use assets, lease receivable and lease liabilities (Continued)

2025Non-OccupiedVehicle LeasesOccupiedTotal

Lease Receivable

Opening Balance15,714,314--15,714,314

Remeasurements of existing lease receivables**(1,612,975)--(1,612,975)

Interest income918,461--918,461

Rent payments(2,345,297)--(2,345,297)

Lease Receivable as at 31 March 20251 2 ,6 74 , 5 0 3--1 2 ,6 74 , 5 0 3

** Remeasurements of existing lease receivables are lease changes and non-occupied leases exited.

The group exited 5 non-occupied head leases in FY25.

2024Non-OccupiedVehicle LeasesOccupiedTotal

Lease Receivable

Opening Balance17,085,674--17,085,674

Remeasurements of existing lease receivables**61,884--61,884

Interest income1,030,566--1,030,566

Rent payments(2,463,810)--(2,463,810)

Lease Receivable as at 31 March 202415,714,314--15,714,314

2025Non-OccupiedVehicle LeasesOccupiedTotal

Lease Liability

Opening balance(15,714,314)(124,469)(6,688,307)(22,527,090)

Remeasurements of existing lease liabilities1,612,975(179,593)(495,968)937,414

Interest(918,461)(10,995)(384,791)(1,314,247)

Rent payments2,345,297110,6101,033,0683,488,975

Lease Liability as at 31 March 2025(1 2 ,6 74 , 5 0 3)(2 0 4,4 47)(6,535,998)(1 9,4 1 4,9 4 8)

2024Non-OccupiedVehicle LeasesOccupiedTotal

Lease Liability

Opening balance(17,085,674)(222,424)(7,387,563)(24,695,661)

Remeasurements of existing lease liabilities(61,884)(2,173)57,746(6,311)

Interest(1,030,566)(9,526)(422,931)(1,463,023)

Rent payments2,463,810109,6541,064,4413,637,905

Lease Liability as at 31 March 2024(15,714,314)(124,469)(6,688,307)( 2 2 , 5 2 7, 0 9 0)

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
4849

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18) Right of use assets, lease receivable and lease liabilities (Continued)

Non-OccupiedVehicle LeasesOccupiedTotal

Maturity analysis – undiscounted

Less than one year1,874,77891,5821,064,2173,030,577

Between one and five years6,784,494139,9834,046,65610,971,133

More than five years8,666,811-3,091,47111,758,282

Lease Liability as at 31 March 202517,326,083231,5658,202,3442 5 ,7 5 9, 9 9 2

The cash impact of the occupied leases (rent), short term low value asset, and motor vehicle lease payments in

2025 is $1,143,678 (2024: $1,174,095). This decrease is mainly due to the exit of the Winner Winner Takapuna lease

& the Shake Out dark kitchen lease.

The group has 4 stores that have variable lease payments based on sales turnover that are not included in the

measurement for lease liability above, as the base rent was not exceeded or was capped. This was Nil in 2025

(2024: Nil).

Contractual Lease Commitments

The lease liability under IFRS 16 takes the lease term to its expiry as it is Management’s intention to use the asset’s

to date of final expiry.

The actual legal commitment as per the lease agreement is $4,102,284 (2024: $5,091,246). This reduction in lease

obligation is due to renewal terms in the lease agreement and limited liability clauses.

Non-OccupiedVehicle LeasesOccupiedTotal

Limited Liability No Discount FY25

Less than one year1,711,66378,242612,0612,401,966

Between one and five years968,263125,826530,7621,624,851

More than five years75,467--75,467

31 March 20252,755,393204,0 6 81,142,8234,102,284

Non-OccupiedVehicle LeasesOccupiedTotal

Limited Liability No Discount FY24

Less than one year2,131,56885,721708,6422,925,931

Between one and five years1,491,34638,748635,2212,165,315

More than five years----

31 March 20243,62 2,914124,4691,343,8635,091,246

The Group holds the head lease over 44 of 69 sites in NZ. The lease on the franchised sites (33) are then licensed

to its franchisees under the same terms and conditions. At balance date, the current annual rent expense of leases

under this arrangement including occupied leases, was $3,117,175 (2024: $3,446,908).

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19) Foreign currency translation reserve

Nature and Purpose of Reserves:

Foreign Currency Translation Reserve

Translation differences arising on the translation of the results of subsidiaries with functional currencies other

than New Zealand dollars are recognised directly in the Foreign Currency Translation Reserve. The cumulative

amounts are released to profit or loss upon disposal of these subsidiaries.

20) Financial instruments and risk management

Financial risk management

Management provides services to the business, co-ordinates access to domestic and international financial

markets, monitors and manages the financial risks relating to the operations of the Group through internal risk

reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including

currency risk), credit risk, liquidity risk and cash flow interest rate risk.

The Management reports quarterly to the Group’s audit committee, who monitors risk and policies implemented

to mitigate risk exposures.

Market Risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and

interest rates. Market risk exposures are analysed by sensitivity analysis. There has not been significant change to

BurgerFuel’s exposure to market risks or the manner in which it manages and measures the risk.

Foreign currency risk management

The Group’s foreign exchange risk is limited to its Australian Dollar bank accounts and the trading of its Australian

subsidiaries. It maintains amounts in these foreign bank accounts and transfers funds when foreign exchange

rates are favourable.

Foreign currency sensitivity analysis

The following table details the Group’s sensitivity to a 10% increase and decrease in the NZ dollar against

the Australian dollar. 10% is the sensitivity rate used when reporting foreign currency risk internally to key

management personnel and represents management’s assessment of the reasonably possible change in foreign

exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items

and adjusts their translation at year end for a 10% change in foreign currency rates.

The sensitivity analysis includes external loans as well as loans to foreign operations within the Group. A positive

number below indicates an increase in profit.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
5051

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20) Financial instruments and risk management (Continued)

GROUP

10% Strengthening10% Weakening

2025202420252024

$000$000$000$000

Profit / (Loss) before tax45(5)(6)

Equity34(3)(4)

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates at the balance date.

For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance

date was outstanding for the whole year. A 100-basis point increase or decrease is used when reporting interest

rate risk internally to key management personnel and represents management’s assessment of the reasonably

possible change in interest rates.

If the interest rates on cash and cash equivalents had been 100 basis points higher and all other variables were

held constant, the Group’s operating result for the year ended 31 March 2025 would have been $48,261 higher

(2024: $95,712 higher).

Interest Rate Risk

The Group has cash flow interest rate risk from financial instruments that attract interest. Interest rate risk is the

risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market interest rates. The

Group is exposed to interest rate risk primarily through its cash balances and advances.

The Group manages its interest rate risk by maintaining minimal variable rate cash balances. Excess cash

resources are placed into fixed rate term deposits where appropriate.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20) Financial instruments and risk management (Continued)

Interest Rate Risk Profile

2025We i g hte d

average

effective

interest rate %

Greater than

1 year

Less than 1

year

Non - interest

bearing

Total

$$$$

Financial Assets

Cash and cash equivalent0.83%-4,826,098 -4,826,098

Advance to franchisee7. 0 0 %61,60724,739-86,346

Advance to staff5.0 0%-3,490-3,490

Trade and other receivables---1,903,8001,903,800

Lease Receivable -non occupied8.39%11,551,7571,122,746-1 2 ,6 74 , 5 0 3

11,613,3645,977,0731,903,80019,494,237

Financial Liabilities

Trade payables---1,456,4841,456,484

Lease Liability – occupied6.30%5,830,261705,963-6,536,224

Lease Liability – vehicles8.39%125,97978,242-204,221

Lease Liability – non -occupied8.39%11,551,7571,122,746-1 2 ,6 74 , 5 0 3

1 7, 5 0 7, 9 9 71,906,9511,456,48420,871,432

2024We i g hte d

average

effective

interest rate %

Greater than

1 year

Less than 1

year

Non - interest

bearing

Total

$$$$

Financial Assets

Cash and cash equivalent1.13%-9,571,160 -9,571,160

Advance to Franchisee5.70 %-18,440-18,440

Trade and other receivables---2,269,9872,269,987

Lease Receivable - non occupied9.1 4 %14,214,4131,499,901-15,714,314

14,214,41311,089,5012,269,9872 7, 5 7 3 , 9 0 1

Financial Liabilities

Trade payables---1,888,6051,888,605

Lease Liability – Occupied5.9 0%6,082,337605,970-6,688,307

Lease Liability – Vehicles4.95%38,74885,721-124,469

Lease Liability – Non-occupied9.1 4 %14,214,4131,499,901-15,714,314

20,335,4982,191,5921,888,60524,415,695

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
5253

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20) Financial instruments and risk management (Continued)

Credit Risk

Credit risk is the risk that the counter party to a transaction with the Group will fail to discharge its obligations,

causing the Group to incur a financial loss. The Group has adopted a policy of only dealing with creditworthy

counterparties, as a means of mitigating the risk of financial loss from defaults. The credit ratings of its

counterparties are continuously monitored by management and the aggregate value of transactions concluded is

spread amongst approved counterparties.

Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash,

trade debtors, loans and advances.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses,

represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral

obtained. The maximum credit risk exposures are

Group

20252024

$$

Cash and bank balances4,826,0989,571,160

Loans, advances and receivables1,986,1532,288,427

Lease Receivable2,755,3933,622,914

Maximum exposures are net of any recognised provisions, and at balance date no loans or advances are

considered to be impaired (2024: $Nil). No trade receivables are impaired in FY25 with no further amounts past

due (2024: Nil).

Cash

The Group’s major concentration of credit risk relates to cash deposits with ASB Limited in New Zealand and CBA

Bank Limited in Australia

Receivables

The Group has a credit policy, which is used to manage its exposure to credit risk. As part of this policy, limits on

exposures have been set, lending is subject to defined criteria and loans are monitored on a regular basis. The

trade receivable are payable on the 10th of the following month and loans are subject to a loan agreement which

stipulates monthly repayments or payable on demand. No security is held but there is a PPSR registered against

the franchisee loan.

Capital Management

The Group’s capital includes share capital, reserves and retained earnings as shown in the Statements of Financial

Position. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern in order to provide returns for shareholders, and to maintain an optimal capital structure to reduce the

cost of capital. In order to maintain or adjust the required capital structure the Group may issue new shares, sell

assets to reduce debt and/or adjust amounts paid to investors.

The Group is not subject to any externally imposed capital requirements.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20) Financial instruments and risk management (Continued)

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in raising funds at short notice to meet

commitments associated with financial instruments. The Group maintains sufficient funds to meet the

commitments based on historical and forecasted cash flow requirements. The exposure is being reviewed on an

ongoing basis from daily procedures to monthly reporting.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an

appropriate liquidity risk management framework for the management of short, medium and long-term funding

and liquidity management requirements. Liquidity risk is managed by maintaining adequate reserves and banking

facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial

assets and liabilities. All payables are due within 6 months of balance date (2024: 6 months).

The Group expects to meet its obligations from operating cash flows and proceeds of maturing financial assets.

21) Commitments

Capital Commitments

At 31 March 2025, the Group has no contractual commitments (2024: Nil).

Indemnity / Guarantees

BurgerFuel has deposits in place to cover certain commitments the banks have provided:

20252024

Total future minimum

payments

Total future minimum

payments

$$

NZX Bond20,00020,000

Lease guarantee bond38,01238,012

58,01258,012

22) Contingencies

The Group has no contingencies at balance date (2024: Nil).

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
5455

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

23) Related party transactions

Transactions with Related Parties

During the year the following related party transactions took place:

GroupRelationshipNature of transaction

2025

$

2024

$

SIAM Ventures LimitedKMPConsultancy Expenses Paid770,399770,399

Peter Brook (retired 17 July 2024)DirectorDirector Fees25,66777,000

Alan GourdieDirectorDirector Fees71,33330,000

Tyrone FoleyDirectorDirector Fees43,75035,000

Tristram van der MeijdenDirectorDirector Fees60,000-

Neo Corporate Trustees Limited KMPHead Office Rental559,225534,968

The BurgerFuel Group Chief Executive Officer is the sole director of SIAM Ventures Limited and a director of Neo

Corporate Trustees Limited. The Chief Executive Officer receives consultancy fees relating to his remuneration

which are paid to SIAM Ventures Limited. The above remuneration excludes reimbursement of costs incurred on

behalf of the group.

The head office rental is for the BurgerFuel Head Quarters located at 66 Surrey Crescent, Grey Lynn, Auckland.

The annual rental is paid to Neo Corporate Trustees Limited on behalf of the Neo Trust as the building owners.

The head office rental and leases are periodically reviewed and assessed by an independent registered valuer and

approved by the Board.

All BFG shareholdings were reduced by 30% due to the Return of Capital transaction on 12 June 2024. The

shareholders overall percentage holding in BFG did not change after the transaction. There were no other share

transactions with the Directors and Officers during the year.

Key Management Compensation

Key management personnel (KMP) compensation costs include remuneration of the Group Chief Executive,

Directors and the members of the executive team. The compensation paid or payable to key management for

employee services is shown above.

20252024

$$

Salaries and other short-term employee benefits2,004,6751,957,203

KiwiSaver Employer Contribution30,57035,604

2,035,2451,992,807

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

24) Earnings per share

The basic earnings per share are calculated by dividing the profit attributed to owners of the Group by the

weighted average number of ordinary shares in issue during the year.

20252024

$$

Surplus attributable to the owners of the Group

1,026,7791,327,077

Weighted average number of ordinary shares on issue38,256,00250,336,863

Basic earnings per share (cents)2.6 82.6 4

Diluted earnings per share (cents)2.6 82.6 4

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding

to assume conversion of all dilutive potential ordinary shares. There is no difference between the basic and diluted

number of shares on issue

25) Reconciliation of net surplus after taxation to net cash flows provided from

operating activities

20252024

$$

Net profit after tax1,026,779 1,327,077

Add: Non-cash items

Amortisation289,153229,793

Depreciation431,590361,020

Depreciation on ROU asset865,847982,435

Deferred tax asset72,56252,040

Loss on disposal of property, plant and equipment10,390268,068

Unrealised exchange loss / (gain)(1,999)(11,208)

Contract Asset and Liability Franchise Fees-(3,163)

1,667,5431,878,985

Add: Items classified as investing or financing activities

Gain on sale of assets(60,081)(21,791)

Add: Working capital movements

(Increase) / decrease in trade and other receivables35,759(238,536)

(Increase) / decrease in inventories36,123(78,218)

(Decrease) / increase in taxation payable (341,252)53,032

Increase/ (decrease) in accounts payable and accruals, provisions \ and contract liability(704,912)1,999

(974,282)(261,723)

Net cash flows provided from operating activities1,659,9592,922,548

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
5657

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

26) Segment reporting

Operating Segments

The Group operates in two operating segments; these operating segments have been divided into the following

geographical regions, New Zealand and International markets. All the segment’s operations are made up of

franchising fees, royalties and sales to franchisees. The segments are in the business of Franchise Systems - Gourmet

Burger Restaurants.

The amounts provided to the Board with respect to total liabilities are measured in a manner consistent with that of

the financial statements. These liabilities are allocated based on the operations of the segment.

2025

New ZealandInternationalConsolidated

$$$

Revenue

Sales10,350,969-10,350,969

Royalties

6,147,087

126,8566,273,943

Franchising fees370,10924,9913 9 5 ,1 0 0

Training fees37,500-3 7, 5 0 0

Property management fees60,000 - 60,000

Advertising fees

4,198,525

- 4,198,525

Foreign exchange gain-1,9991,999

Sundry income2,045,396-2,045,39 6

Online Ordering

497,324-497,324

Interest received195,077411 9 5 ,1 1 8

Interest Leases918,461-918,461

Total Revenue24,820,448153,88724,974,335

Interest Expense---

Interest Expense Leases Occupied395,786-3 9 5 ,7 8 6

Interest Expense Leases non occupied918,461-918,461

Depreciation431,590-431,590

Depreciation Leases865,847-865,847

Amortisation & impairment289,153-289,153

Segment Result before Income Tax1,590,787(55,322)1,535,465

Income Tax Expense508,686-508,686

Segment Assets31,682,258588,29232,270,550

Segment Liabilities22,395,96012,25322,408,213

Acquisition of Property, Plant & Equipment & Intangible Assets

Other1,333,628- 1,333,628

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

26) Segment reporting (Continued)

2024

New ZealandInternationalConsolidated

$$$

Revenue

Sales11,151,620- 11,151,620

Royalties6,781,499-6,781,499

Franchising fees228,71724,991253,708

Training fees---

Property management fees62,000 - 62,000

Advertising fees4,863,227 - 4,863,227

Foreign exchange gain-11,20811,208

Sundry income2,616,060-2,616,060

Online Ordering210,658-210,658

Interest received297,6251292 9 7,7 5 4

Interest Leases1,030,566-1,030,566

Total Revenue2 7, 2 4 1 , 9 7 236,32827,278,300

Interest Expense---

Interest Expense Leases Occupied432,457-432,457

Interest Expense Leases non occupied1,030,566-1,030,566

Depreciation361,020-361,020

Depreciation Leases982,435-982,435

Amortisation & impairment229,793-2 2 9,7 9 3

Segment Result before Income Tax2,170,588(284,902)1,885,6 86

Income Tax Expense558,609-558,609

Segment Assets39,075,015399,2363 9, 4 74 , 2 5 1

Segment Liabilities26,289,47824,13826,313,616

Acquisition of Property, Plant & Equipment & Intangible Assets

Other758,464- 758,464

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
5859

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27) Net tangible asset per share (Non-GAAP Measure)

The net tangible asset per share is calculated by dividing the net tangible assets of the Group by the total number

of ordinary shares in issue during the year. This is a non-GAAP measure, but the disclosure is required under the

NZX listing rules.

20252024

$$

Assets13,921,94017,895,769

Current lease receivable non-occupied – IFRS161,122,7461,499,901

Right of use assets – Leases5,475,6715,746,179

Right of use assets – vehicles198,436117,989

Non-current lease receivable non-occupied – IFRS1611,551,75714,214,413

Total Assets

32,270,55039,474,251

Liabilities(2,993,265)(3,786,526)

Lease Liabilities (6,535,998)(6,688,307)

Lease Liabilities – vehicles(204,447)(124,469)

Lease Liabilities – non-occupied(12,674,503)(15,714,314)

Total Liabilities(22,408,213)(26,313,616)

Net Assets9,862,33713,160,635

Less Intangible Assets and deferred tax asset(3,300,483)(2,614,722)

Net Tangible Assets6,561,85410,545,913

Total ordinary shares on issue35,235,78750,336,863

Net Tangible Assets per share

($ per Share)0.1 90.2 1

28) Subsequent events

There has been no matter or circumstance, which has arisen since 31 March 2025 that has significantly

affected or may significantly affect:

(a) the operations, in financial years subsequent to 31 March 2025, of the Group, or

(b) the results of those operations, or

(c) the state of affairs, in financial years subsequent to 31 March 2025, of the Group.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
6061

Remuneration of Directors

2025

12 Months

2024

12 Months

$$

Peter Brook**25,66777,000

Josef Roberts*770,399770,399

Tyrone Foley43,75035,000

Alan Gourdie71,33330,000

Tristram van der Meijden60,000-

* Josef Roberts’ remuneration is independently assessed by one of New Zealand’s leading CEO salary and remuneration specialists and following

their recommendations, set by the Board.

**Peter Brook retired on 17 July 2024 and received a part year of Director fees.

Remuneration of Employees (Excluding Executive Directors)2025

12 Months

Number of Employees

2024

12 Months

Number of Employees

$100,000-$110,00021

$110,001-$120,00023

$120,001-$130,000-2

$130,001-$140,00022

$140,001-$150,00013

$150,001-$160,0001-

$180,001-$190,000-1

$190,001-$200,0001-

$200,001-$210,000-1

$210,001-$220,0001-

$230,001-$240,000-1

$240,001-$250,0001-

$260,001-$270,000-1

$270,001-$280,0001-

$290,001-$300,000-1

$300,001-$310,0001-

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2025

Statement of Directors and Officers Interests

Directors and Officers held the following equity securities in the Company:

Beneficially held

at 31/03/25

Non-beneficially

held at 31/03/25

Beneficially held

at 31/03/24

Non-beneficially

held at 31/03/24

Peter Brook (Retired 17 July 2024)235,617-336,596-

Josef Roberts23,363,434-33,376,335-

Tyrone Foley 10,412-14,874-

Alan Gourdie 258,507-369,296-

Mark Piet (Officer)15,167-21,667-

All BFG shareholdings were reduced by 30% due to the Return of Capital transaction in June 2024. There were no

other share transactions with the Directors and Officers during the year. Directors are not required to own BFG

shares, but all directors are shareholders except for Tristram van der Meijden.

Substantial Product Holders

The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at

31 March 2025, details of the Substantial Product Holders in the company and their relevant interests in the

company’s shares are as follows:

Substantial Product HolderNumber of Voting Securities%

JCR Capital Limited and 730 Trustee Company Limited

as co-trustees of the JCR Investment Trust *19,802,57556.20%

SIAM Trust*1,855,0005.26%

E & P Foundation Trustee Limited1,800,4975 .1 0 %

Christopher Simon Mason and Christopher John Mills as trustees

for the Mason Family Trust

1,761,7915.0 0%

*Mason Roberts Holdings Limited is the legal holder (as bare trustee) of these shares.

Mason Roberts Holdings Limited is also the legal holder (as bare trustee) of shares beneficially owned by

CMJR Trustee Ltd and GL JCR CMJR Guardian Ltd as co-trustees of the CMJR Trust.

The total number of shares legally held by Mason Roberts Holdings Limited (as bare trustee) as at 31 March 2025

was 23,363,434 (66.3%).

The total number of voting securities of the Company on issue at 31 March 2025 was 35,235,787 fully paid ordinary

shares.

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2025

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
6263

Twenty Largest Security Holders as at 31 March 2025

ShareholderNumber of Shares%

MASON ROBERTS HOLDINGS LIMITED23,363,434 66.31%

E & P FOUNDATION TRUSTEE LIMITED1,800,497 5 .1 1 %

MASON TRUSTEE LIMITED & CHRISTOPHER SIMON MASON &

CHRISTOPHER RONALD JOHN MILLS1,761,791 5.0 0%

BRENDON JON LINDSAY & JEFFREY JOHN PARSONSON & WAYNE DEREK ANDERSON &

SIMON MIDDLETON PALMER886,662 2.52 %

NEW ZEALAND DEPOSITORY NOMINEE LIMITED691,040 1.9 6%

CUSTODIAL SERVICES LIMITED 349,508 0.9 9 %

FRANCO BELGIORNO-NETTIS332,500 0.94%

LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED259,674 0.74%

JBWERE (NZ) NOMINEES LIMITED258,507 0.73%

PETER CLYNTON BROOK235,617 0.67 %

TRUMPETER TRUSTEES (2007) LIMITED227,259 0.6 4%

ALASTAIR ROSS ARMSTRONG181,475 0.52 %

BRIAN KELLY LIMITED175,000 0.5 0 %

JIMMY JINHUA DENG & SOPHIE SHUFEN LI113,848 0.32%

JI ZOU109,375 0.31%

STERLING NOMINEES LIMITED105,204 0.30%

FORSYTH BARR CUSTODIANS LIMITED 93,764 0.2 7 %

ANAND MANOHAR MODAK90,411 0.2 6 %

JOSEPH DANIEL BOTHA85,440 0.24%

ROBERT WALLACE MONTGOMERY DOWLER & ROSEMARY ELIZABETH DOWLER70,000 0.2 0 %

31,191,00688.52%

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2025

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2025

Domicile of Security Holdings

LocationHoldersUnitsUnits %

NEW ZEALAND2,11535,008,56299.36%

AUSTRALIA90133,7220.38%

UNITED ARAB EMIRATES333,6120.1 0 %

U.S.A.1521,2100.0 6 %

UNITED KINGDOM1318,7250.0 5%

CANADA54,9410.01 %

HONG KONG13,5000.01 %

AUSTRIA11,4000.0 0 %

CHINA11,4000.0 0 %

CZECH REPUBLIC11,4000.0 0 %

FRANCE11,4000.0 0 %

GERMANY11,4000.0 0 %

IRELAND11,1200.0 0 %

NORWAY17000.0 0 %

REUNION17000.0 0 %

SOUTH AFRICA17000.0 0 %

TAIWAN17000.0 0 %

HUNGARY13850.0 0 %

SWITZERLAND12100.0 0 %

Total 2,25435,235,78710 0.0%

Spread of Security Holders

RangeHoldersUnitsUnits %

1 - 499 305 85,746 0.24%

500 - 999 1,084 775,225 2.20%

1,000 - 1,999 462 619,114 1.7 6 %

2,000 - 4,999 247 738,537 2 .1 0 %

5,000 - 9,999 75 548,234 1.56%

10,000 - 49,999 59 1,158,980 3.29%

50,000 - 99,999 6 458,560 1.30%

100,000 - 499,999 11 2,347,967 6.6 6 %

500,000 - 999,999 2 1,577,702 4.48%

1,000,000 Over 3 26,925,722 76.42 %

Total2,25435,235,78710 0.0%

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
6465

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2025

The Board of Directors is responsible for the corporate

governance of the Group. “Corporate Governance”

involves the direction and control of the business

by the Directors and the accountability of Directors

to shareholders and other stakeholders for the

performance of the Group and compliance with

applicable laws and standards.

The group has followed the recommendations in the

NZX Corporate Governance Code during the relevant

financial year, full details can be found on our website;

www.burgerfuel.com/nz/investor-relations#company-

documents

Role of the Board

The Board is elected by the Shareholders of the

Company. A Director must not hold office (without

re-election) past the third annual meeting following the

Directors appointment or 3 years, whichever is longer.

The Directors to retire are those who wish to retire, or

those who have been longest in office since last being

elected, subject to voting.

The Board of Directors is responsible for the overall

direction of Burger Fuel Group Limited’s business and

affairs on behalf of all shareholders. The Board’s key role

is to ensure that corporate management is continuously

and effectively striving for above-average performance,

taking account of risk.

The Board:

•Establishes the objectives of Burger Fuel Group Limited;

•Approves major strategies for achieving these

objectives;

•Oversees risk management and compliance;

•Sets in place the policy framework within which

BurgerFuel operates; and

•Monitors management performance against this

background.

The Board has delegated the day-to-day leadership and

management of the Group to the Group Chief Executive

Officer, Chief Operating Officer and the Chief Financial

Officer.

The Board monitors financial results and compares them

to annual plans and forecasts / budgets on a regular

basis, and on a quarterly basis reviews the Group’s

performance against its strategic planning objectives.

Board Size and Composition

The size and composition of the Board is determined

by the Company’s constitution. As at 31 March 2025,

there were four Directors and a Chief Financial Officer /

Company Secretary. The Chairman of the Board and the

Chairman of the Audit Committee are non-executive

and independent of the role of the Chief Executive

Officer and Chief Financial Officer.

Directors and Officers diversity

NZX listed issuers are required to report quantitative

data on the gender breakdown of Directors and Officers

at the financial year end. The policy behind the rule is

to provide information to allow investors to maintain

an informed view of diversity as a factor relevant to an

Issuer’s expected performance.

20252024

MaleFemaleMaleFemale

Directors4-4-

Executive /

Leadership Team5151

Total Head Office Staff18202220

Audit Committee

(i) Risk Management

The Audit Committee is required to establish a

framework of internal control mechanisms to ensure

proper management of the Group’s affairs and that key

business and financial risks are identified and controls

and procedures are in place to effectively manage

those risks. The Audit Committee is accountable to

the Board for the recommendation of the external

auditors, directing and monitoring the audit function

and reviewing the adequacy and quality of the annual

audit process.

(ii) Additional Assurance

The Committee provides the Board with additional

assurance regarding the accuracy of financial

information for inclusion in the Group’s annual report,

including the financial statements. The Committee is

also responsible for ensuring that Burger Fuel Group

Limited has an effective internal control framework.

These controls include the safeguarding of assets,

maintaining proper accounting records, complying

with legislation, including resource management and

health and safety issues, ensuring the reliability of

financial information and assessing and overviewing

business risk. The Committee also deals with

governmental and New Zealand Stock Exchange

requirements.

(iii) Share Trading Policy

The Company has adopted a formal Securities

Trading Policy (“Policy”) to address insider trading

requirements.

The Policy is modelled on the Listed Companies

Association Securities Trading Policy and Guidelines

and is administered by the Audit Committee and

restricts share trading in a number of ways.

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2025

(iv) Insurance and Indemnification

Burger Fuel Group Limited provides indemnity insurance cover to directors, officers and employees of the Group

except where there is conduct involving a wilful breach of duty, improper use of inside information or criminality.

Directors & Officers Board & Audit Committee Attendance Record

DirectorsBoard Meetings

Audit Committee

Meetings

Alan Gourdie (Chair & Independent Director)63

Josef Roberts (CEO Executive Director)63

Tyrone Foley (Independent Director) 63

Tristram van der Meijden (Audit Committee Chair & Independent Director)63

Peter Brook (Retired 17 July 2024)21

Officer

Mark Piet (Chief Financial Officer / Company Secretary) *63

*Mark Piet is not part of the Audit Committee he is an observer and are not involved in any of the decision making.

The composition of the Audit committee is Tristram van der Meijden (Chair), Alan Gourdie, Josef Roberts and

Tyrone Foley.

Alan Gourdie, Tristram van der Meijden and Tyrone Foley are considered by the Board to be independent directors,

as defined under the NZX Listing Rules, as at 31 March 2025. This determination has been made on the basis that

neither Alan Gourdie, Tristram van der Meijden or Tyrone Foley are employees of the Group, nor do they have any

‘Disqualifying Relationship’ as that term is defined in the Listing Rules.

Tyrone was declared an independent Director at the 2024 BFG Annual Shareholders Meeting as he had not been

involved with the management of the company for over 3 years.

Peter Brook retired as a Director on 17 July 2024 and Tristram van der Meijden was appointed as a director on 11

April 2024. Tristram van der Meijden became the Chair of the Audit Committee.

Constitution

A full copy of the Company’s constitution is available on the Company’s website (www.burgerfuel.com).

Board Remuneration

Directors are entitled to Directors’ fees, reasonable travelling, accommodation and other expenses incurred in

the course of performing duties or exercising powers as Directors. Aggregate Director fees payable to the Board

will not exceed $220,000 per annum, excluding the Group Chief Executive and Chief Financial Officer/Company

Secretary. The aggregated Director fees increased to $220,000 (from $180,000) as per the shareholder vote at

the 29 August 2024 BFG Annual Shareholders Meeting.

The Company Secretary attends to all company secretarial and corporate governance matters. There are currently

no, short or long term incentives, share options, or retirement benefits for the directors & CEO.

BFG ANNUAL REPORT 2025BFG ANNUAL REPORT 2025
6667

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2025

Conflict of Interest

The Board has guidelines dealing with the disclosure of interests by Directors and the participation and voting

at Board meetings where any such interests are discussed. The Group maintains an interests register in which

particulars of certain transactions and matters involving Directors must be recorded.

There have been no political donations by the company.

Sustainability

Burger Fuel Group is committed to developing long term value creation. As part of this commitment, Burger Fuel

Group’s Board is focused on building a sustainable future for its business, people, customers, and communities by

doing what is right.

We recognise the importance of playing our part in the transition to a decarbonised and circular economy and

have been continuing to chip away at initiatives to help us understand and reduce our impact with the support of

our sustainability consultants at Go Well Consulting.

The Group is nearing completion of its carbon analysis through EKOS, and from these findings the Group will

work towards reducing its carbon footprint where it can. The nature of our business makes it difficult to be carbon

neutral (without buying offsetting carbon credits), but we are constantly assessing this, as new equipment and

processes come to market.

We continue to review the supply chain, sourcing mostly local ingredients and we work with suppliers to ensure

our packing is circular and sustainable, with a long-term view to have 100% of our single use packaging items

certified as commercially compostable. Our BurgerFuel shake cup is both commercially and home compostable

and most of our high-volume packaging is made from aqueous-coated kraft board and is PFAS-free.

Circular waste management in our stores continues to be a focus, as we trial compost collections in our Head

Office and company owned stores in Ponsonby and Takapuna, with the intention of rolling this out across all stores

(where possible). Our efforts so far have yielded a total emissions saving of 0.013 TC02e, and 26.44T of food and

packaging waste being diverted from landfill from these stores and Head Office since the project commenced in

2022.

Some other sustainability initiatives to note is our new Royal Oak store will be the first fully electric store in the

system, giving us the opportunity to trial electric versions of our core kitchen equipment. Our billboard upcycling

programme, where we save all advertising billboard canvases and repurpose them into staff gifts, such as duffle

bags, for our staff reward and recognition anniversary programme. And this year we will again be releasing the

limited-edition special burger, Wild Heart, which features local rescued carrots, wild Wapiti venison and rescued

cherries. This campaign includes a fundraising element and gives back to the Fiordland Wapiti Foundation, with

the intention of challenging perception around food waste in NZ.

COMPANY DIRECTORY

AS AT 31 MARCH 2025

NZ Companies Office - Registered Office

Burger Fuel Group Limited

66 Surrey Crescent

Grey Lynn

Auckland 1021

Company Number

1947191

Date of Incorporation

1 4 -J u n - 0 7

Directors

Alan Gourdie - Chair (Independent)

Tristram van der Meijden - Chair of Audit Committee (Independent)

Tyrone Foley (Independent)

Josef Roberts (Executive)

Board Executive

Mark Piet (Chief Financial Officer / Company Secretary)

Business Headquarters

66 Surrey Crescent

Grey Lynn

Auckland 1021

Bankers

ASB Bank Limited

CBA Bank Limited (Australia)

Solicitors

Dentons Kensington Swan, 18 Viaduct Harbour Avenue, Auckland 1011.

Buddle Findlay, HSBC Tower, 188 Quay Street, PO Box 1433, Auckland 1140.

Wynn Williams PO Box 2401, Shortland Street, Auckland 1140.

Corporate Counsel Limited Solicitors, P.O Box 37-322, Parnell, Auckland 1151

Accountants

Bridgepoint Group Accounting Pty Ltd

Suite 301, 8 West Street,

North Sydney

NSW 2060

Australia

Auditors

Baker Tilly Staples Rodway Auckland

Level 9, Tower Centre

45 Queen Street

Auckland 1010

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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