Michael Hill International Limited logo

Preliminary Final Report

Full Year Results24 August 2025MHJConsumer Discretionary

$'000
Down0.2% to643,655

Up32.5% to18,857

Up 538.2% to2,099

Amount per

security

Franked amount

per security

cents per share cents per share

--

--

20252024

$$

0.17 0.15

Reporting period:

Previous reporting period:

52 weeks ended 29 June 2025

52 weeks ended 30 June 2024

RESULTS FOR ANNOUNCEMENT TO THE MARKET

R I Fyfe

Chair

Brisbane

This report is based on the consolidated financial statements which have been audited and an unqualified opinion given. For commentary on

the results, please refer to the attached full financial report for all other disclosures in respect of the Appendix 4E.

²Net tangible assets were calculated including the Group's right-of-use assets and lease liabilities recognised under AASB16 Leases.

No interim dividend was declared for the year ended 29 June 2025

No final dividend was declared for the year ended 29 June 2025

NET TANGIBLE ASSETS

Net tangible asset² backing per ordinary security

MICHAEL HILL INTERNATIONAL LIMITED

ABN 25 610 937 598

APPENDIX 4E

RESULTS FOR ANNOUNCEMENT TO THE MARKET

REPORTING PERIOD

Revenue from contracts with customers

Earnings before interest and taxation (EBIT)

1

Net profit after tax for the period attributable to members

BRIEF EXPLANATION OF FIGURES REPORTED ABOVE TO ENABLE THE FIGURES TO BE UNDERSTOOD

DIVIDENDS

1

EBIT is unaudited non-IFRS information. Please refer to unaudited non-IFRS information in the Directors' Report for an explanation of unaudited non-IFRS

information and a reconciliation of EBIT.

Anthea Noble

General Manager - Investor Relations & Treasury

investor@michaelhill.com.au

http://investor.michaelhill.com

25 August 2025

https://meetings.lumiconnect.com/300-958-143-912

Media & Investors:

Webcast scheduled to take place at 10.00am (Brisbane, Qld) on Monday, 25 August 2025. Please use the following link to register.

MICHAEL HILL INTERNATIONAL LIMITED APPENDIX 4E

1
2

26

27

28

29

30

31

70

71

72

MICHAEL HILL INTERNATIONAL LIMITED

ABN 25 610 937 598

DIRECTORS' REPORT AND ANNUAL FINANCIAL

REPORT

TABLE OF CONTENTS

CORPORATE DIRECTORY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUDITOR'S REPORT

FOR THE YEAR ENDED 29 JUNE 2025

AUDITOR'S INDEPENDENCE DECLARATION

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

DIRECTORS' REPORT

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

DIRECTORS' DECLARATION

MICHAEL HILL INTERNATIONAL LIMITED

TERMINOLOGY
In this report, unless otherwise specified or appropriate in the context, the term “Company” refers to Michael Hill International Limited,

the term “Group” or “Michael Hill Group” refer to the Company and its subsidiaries (as appropriate), and the use of “Michael Hill”,

“Bevilles”, “TenSevenSeven” and “Medley” is reference to the relevant brand within the Michael Hill Group.

Except as required by applicable laws or regulations (including the ASX Listing Rules), the Group does not intend, and does not

assume any obligation, to update any forward- looking statements contained herein. All subsequent written and oral forward-looking

statements attributable to us or to persons acting on the Group’s behalf are expressly qualified in their entirety by the cautionary

statements referred to above and contained elsewhere in this report.

DISCLAIMER

Certain statements in this report constitute forward-looking statements. Forward-looking statements are statements (other than

statements of historical fact) relating to future events and the anticipated or planned financial and operational performance of Michael

Hill International Limited and its related bodies corporate (the Group). The words “targets”, “believes”, “expects”, “aims”, “intends”,

“plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “projects”, “assumes”, “forecast”, “likely”, “outlook”, “would”, “could”, “should”,

“continues”, “estimates” or similar expressions or the negatives thereof, generally identify these forward- looking statements. Other

forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements include,

among other things, statements addressing matters such as the Group’s future results of operations; financial condition; working

capital, cash flows and capital expenditures; and business strategy, plans and objectives for future operations and events, including

those relating to ongoing operational and strategic reviews, sustainability targets, expansion into new markets, future product

launches, points of sale and production facilities.

Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, they are not

guarantees or predictions of future performance or statements of fact. Such forward-looking statements involve known and unknown

risks, uncertainties and other important factors that could cause the Group’s actual results, performance, operations or achievements

or industry results, to differ materially from any future results, performance, operations or achievements expressed or implied by such

forward-looking statements.

Such risks, uncertainties and other important factors include, among others: global and local economic conditions; changes in market

trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; the

Group’s plans or objectives for future operations or products, including the ability to introduce new jewellery and non-jewellery

products; the ability to expand in existing and new markets and risks associated with doing business globally and, in particular, in

emerging markets; competition from local, national and international companies in the markets in which the Group operates; the

protection and strengthening of the Group’s intellectual property rights, including patents and trademarks; the future adequacy of the

Group’s current warehousing, logistics and information technology operations; changes in laws and regulations or any interpretation

thereof, applicable to the Group’s business; increases to the Group’s effective tax rate or other harm to the Group’s business as a result

of governmental review of the Group’s transfer pricing policies, conflicting taxation claims or changes in tax laws; and other factors

referenced to in this report.

Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the

Company’s actual financial condition, cash flows or results of operations could differ materially from that described herein as

anticipated, believed, estimated or expected. Accordingly, you are cautioned not to place undue reliance on any forward-looking

statements, as there can be no assurance the actual outcomes will not differ materially from the forward-looking statements in this

report.

MICHAEL HILL INTERNATIONAL LIMITED

COMPANY SECRETARY
K Palethorpe LLB (Hons), BSc (Biochemistry) (Hons), GradDipLegalPrac, GradDipACGRM

PRINCIPAL REGISTERED OFFICE IN AUSTRALIA

E J Hill B.Com., M.B.A.

G W Smith B.Com., F.C.A., F.A.I.C.D.

C Batten LLB (Hons), B.Com, Deputy Chair (appointed 30 August 2024)

D Whittle B.A., B.Com

A Slingsby B.A., PPL (HBS)


(appointed as alternate non-executive director to Sir Richard Michael Hill on 14 April 2025, resigned 29 July 2025)

D Bracken (until his passing on 26 February 2025)

MICHAEL HILL INTERNATIONAL LIMITED

CORPORATE DIRECTORY

DIRECTORS

R I Fyfe B.Eng, F.E.N.Z., C.N.Z.M. Chair

Sir R M Hill K.N.Z.M. (leave of absence from 14 April 2025, until his passing on 29 July 2025)

34 Southgate Avenue

Cannon Hill QLD 4170


Australia

SHARE REGISTER

Computershare Investor Services Pty Ltd

Level 1


200 Mary Street

Brisbane QLD 4000


1300 552 270 (within Australia)


+61 3 9415 4000 (outside of Australia)

AUDITOR

Ernst & Young

Level 51

111 Eagle Street

Brisbane QLD 4000

SOLICITOR

Allens Linklaters

Level 26

480 Queen Street

Brisbane QLD 4000

BANKERS

ANZ Australia

ANZ New Zealand

HSBC Australia

Royal Bank of Canada

Bank of Montreal

Commonwealth Bank of Australia

WEBSITES

www.michaelhill.com.au

www.michaelhill.co.nz

www.michaelhill.ca

www.michaelhill.com

www.medleyjewellery.com.au

online@michaelhill.com.au

www.bevilles.com.au

www.watchesgalore.com.au

www.tensevenseven.com

http://investor.michaelhill.com

EMAIL

MICHAEL HILL INTERNATIONAL LIMITED 1

20252024
$'000$'000

-13,289

-6,906

--













*Comparable EBIT is unaudited non-IFRS information. Please refer to unaudited non-IFRS information section in this report for an explanation of unaudited non-

IFRS information and a reconciliation of Comparable EBIT.

OPERATIONAL PERFORMANCE

Comparable earnings before interest and tax (EBIT)* of $15.3m (FY24: $15.9m).

On a same stores sales basis (in local currency), Canada delivered another record year of sales performance with +4.4% growth, Australia was

up +1.2%, while New Zealand was down -5.5%. In the second half, we saw an improving same store sales trend across all segments (CA:

+6.5%, AU: +2.0%, NZ: -2.4%).

Gross margin supported by the successful launch of the MH Pendant Bar concept, with a focus on both build-your-own and ready-to-wear

gifting and an elevated sustainable “LAB.” diamond product offering.

Digital sales grew 6% to deliver over $50m for the first time (FY25: $50.9m, FY24: $47.9m).

Established a new Distribution Centre in Auckland, New Zealand, to improve customer service levels and operational efficiencies, with

successful commissioning in early FY26.

For Michael Hill two stores were opened (CA: 1, NZ: 1), 14 stores were closed (AU: 10, CA: 4), and two AU stores were converted to Bevilles. For

Bevilles, in addition to the two converted MH stores, one store closed, taking the network to 37. The Group finished the year with 287 stores

(FY24: 300).

Inventory levels were managed to absorb record gold prices, closing at $199.1m (FY24: $195.8m).

MICHAEL HILL INTERNATIONAL LIMITED

DIRECTORS' REPORT

The Directors present their report on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Michael Hill International Limited

ACN 610 937 598 (‘Michael Hill International’ or the ‘Company’) and all controlled subsidiaries for the 52 week period ended 29 June 2025.

The Group operates predominately in the retail sale of jewellery and related services sector in Australia, Canada and New Zealand.

Dividends paid to members during the financial year were as follows:

No final dividend was declared for the year ended 30 June 2024 (2023: 3.5 cents)

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

PRINCIPAL ACTIVITIES

DIVIDENDS

There were no significant changes in the nature of the Group’s activities during the year.

No interim dividend was declared for the year ended 29 June 2025 (2024: 1.75 cents)

No final dividend was declared for the year ended 29 June 2025 (2024: nil)

Information on likely developments in the Group’s operations and the expected results of operations have been included in the Review of

Operations and Strategic Priorities sections of this report.

KEY FINANCIAL RESULTS

REVIEW OF OPERATIONS

No final dividend declared for FY25 (FY24: nil).

Closing net debt position of $41.9m (FY24: $38.7m).

Statutory net profit after tax improved, to $2.1m (FY24: $0.5m loss). This result includes the net after tax impact of two non-cash items – a

$7.4m impairment expense of the Bevilles Brand intangible asset, and a $3.0m favourable litigation outcome.

Group gross margin settled at 60.5% (FY24: 60.6%), with the impact of record gold prices and a continued heightened promotional

environment, largely offset by introducing new higher margin product.

Group revenue was $643.7m (FY24: $644.9m), broadly flat against last year.

The Group achieved the following key outcomes for the 2025 financial year:

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 2

20252024202320222021
364,059 359,102 331,007 303,409 312,264

217,433 217,074 211,823 196,936 194,148

59.7% 60.4%64.0%64.9%62.2%

24,711 29,56853,54951,75054,347

6.8%8.2%16.2%17.1%17.4%

160171172147150

Our omni-channel offering continues to be a key strategic focus for the Group. With further maturity across ship from store, click & collect, and

virtual selling, digital sales grew 6% to over $50m for the first time (FY25: $50.9m, FY24: $47.9m).

SEGMENT RESULTS

The Australian store network finished the year with 160 stores, including 37 Bevilles stores (FY24: 171 including 36 Bevilles stores), with 11 store

closures (MH: 10, B: 1) and two store conversions from Michael Hill to Bevilles.

As the business continues to elevate its focus on the customer experience, an important step was the consolidation of our existing marketing

technology stack with Braze, a leading-edge customer engagement platform. Having established a new Distribution Centre in Auckland, New

Zealand, all three markets are now serviced by their own in-country state of the art warehouse and fulfilment infrastructure, reducing supply

chain risk and logistics costs, while also improving speed to market of product, for both stores and digital customers.

The results below are expressed in local currency.

The Group delivered revenue of $643.7m (FY24: $644.9), broadly flat on prior year. The second half saw an improvement in same store sales

across all segments, with FY25H2 same store sales +2.4%. In addition, the business saw productivity lift with sales per hour increasing by 5% for

the year, as the business maintained its focus on wage control.

During this period of economic instability, the Group’s focus has been embedding strong retail fundamentals to ensure the business is ready for

economic recovery and to drive sustainable growth. This has seen a series of initiatives implemented across the organisation.

Even with gold reaching multiple record highs throughout the year, continued active management of inventory including the introduction of new

product offerings, saw year-end inventory holdings close at $199.1m (FY24: $195.8m).

OPERATING RESULTS (AU $'000)

Global economic uncertainty and challenging retail trading conditions persisted across all markets, with full year sales, gross margin and

earnings broadly in line with prior year. The Group reported comparable earnings before interest and tax of $15.3m for the year ended 29 June

2025 (FY24: $15.9m).

The impacts of continued aggressive promotional trading conditions and record high gold prices were largely offset by the introduction and mix

of higher margin product. Accordingly, gross margin of 60.5% was broadly flat to last year (FY24: 60.6%).

FY25 - GROUP BUSINESS PERFORMANCE

Comparable EBIT

Comparable EBIT as a % of revenue

Gross margin for the year was 59.7% (FY24: 60.4%).

Retail segment revenue increased by 1.4% to $364.1m (FY24: $359.1m), and same store sales increased by 1.2% for the year, with second half

same store sales up by 2.0% on the prior comparable period.

Number of stores

Revenue

Gross profit

Gross margin

Inflationary cost pressures continued to impact operating expenses across the business, particularly store labour and occupancy costs. During

the second half, management took decisive action to reduce operating costs, discretionary spend, corporate roles and overheads, which

enabled full year earnings is close broadly flat to prior year.

The year also saw the opening of the second Michael Hill global flagship store showcasing the new brand icons and offering an elevated instore

experience in Bourke St, Melbourne. The Queenstown, New Zealand store was also refurbished to incorporate this new brand identity, and two

new Michael Hill stores were opened during the year (CA: 1, NZ: 1). Two Michael Hill (AU: 2) stores were also converted to Bevilles. While 14 (AU:

10, CA: 4) loss-making stores were closed, overall Michael Hill sales productivity lifted, as demonstrated by sales finishing flat against prior year

even with the volume of store closures. For Bevilles, in addition to the two converted Michael Hill stores, one store closed, taking the network to

37. The Group finished the year with 287 stores (FY24: 300).

Within this result, the recently acquired Bevilles business while having expanded to 37 stores, including seven stores in the new market of

Queensland, has seen challenging retail trading conditions suppress sales growth and margin. Trading conditions have also been particularly

difficult in Victoria, where the brand was founded and the majority of the acquired stores are located. As a consequence, we have paused further

store expansion to ensure the business model is optimised before we scale the network. Given this decision, the Bevilles brand intangible asset

of ~$20m has been the subject of a non-cash impairment of $7.4m.

AUSTRALIAN RETAIL PERFORMANCE

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 3

20252024202320222021
162,368 157,094 158,894 159,661 118,445

97,583 95,222 100,531 103,623 72,643

60.1% 60.6%63.3%64.9%61.3%

18,853 18,77527,11028,78512,320

11.6%12.0%17.1%18.0%10.4%

8285868586

20252024202320222021

109,047 114,785 132,359 125,090 127,067

63,566 68,453 81,961 79,288 78,771

58.3% 59.6%61.9%63.4%62.0%

13,714 14,53825,62230,13035,119

12.6%12.7%19.4%24.1%27.6%

4544464849




Year-end net debt closed broadly in line with prior year at $41.9m (FY24: $38.7m). As noted in the FY25H1 results release, the existing $90m

debt facility has been increased by $20m for the four-month period from 15 September 2025, to support seasonal working capital requirements

for Christmas trade.

At the half, we outlined the following core priorities:

Learnings across each of these strategic priorities were identified through the second half, with continuing deployment of a series of targeted

levers. Furthermore, there is now also an opportunity to revisit and reset the Group’s strategy following the recent announcement of new Chief

Executive Officer, Jonathan Waecker.

Embedding the repositioning of the Michael Hill brand across all markets

Internal strategic review of New Zealand to improve performance

Reinforce retail fundamentals, brand identity and awareness of the Bevilles brand

During this interim period, the Group’s primary focus has been on building strong foundations for margin recovery to drive sustainable growth.

This has seen a series of initiatives implemented to support improved intake margin, to deliver “uniquely Michael Hill” product newness and mix

at higher margins, and disciplined retail execution, all of which is underpinned by a reset of the business’s operational rhythm and promotional

cadence.

The Group also established an AI Centre of Excellence in the second half of the year, focused on educating and training team members on the

opportunities presented by AI across all facets of the business. The Group is well-advanced in an initial trial of a new consignment stock model,

with one of our major long-standing inventory suppliers. This will provide immediate and direct working capital benefits, with the ability to

subsequently further scale this opportunity with additional suppliers.

Given continued compressed earnings in FY25, and in conjunction with a commitment to prudent investment in operating and capital

expenditure in FY26, the Board has decided that no final dividend will be declared for FY25.

CAPITAL MANAGEMENT

OPERATING RESULTS (CA $'000)

Revenue

Number of stores

NEW ZEALAND RETAIL PERFORMANCE

OPERATING RESULTS (NZ $'000)

Revenue

During the year, one store opened and four stores closed, resulting in 82 stores at year end (FY24: 85).

Gross margin for the year was 60.1% (FY24: 60.6%).

Retail segment revenue increased by 3.4% to CA$162.4m (FY24: $157.1m), and same store sales increased by 4.4% for the year, with second half

same store sales up by 6.5% on the prior comparable period. This segment delivered another year of record sales, which is a credit to the

resilience of the business and commitment of team members.

Gross profit

Gross margin

Comparable EBIT

Comparable EBIT as a % of revenue

Comparable EBIT as a % of revenue

Number of stores

During the year, one store opened, resulting in 45 stores at year end (FY24: 44).

Gross profit

Retail segment revenue decreased by 5.0% to NZ$109.0m (FY24: NZ$114.8m), and same store sales decreased by 5.5% for the year, with second

half same store sales down by 2.4% on the prior comparable period, an improvement in what remains a challenging economic environment.

Gross margin

Comparable EBIT

Gross margin for the year was 58.3% (FY24: 59.6%).

CANADA RETAIL PERFORMANCE

STRATEGIC PRIORITIES

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 4

The safety and security of our staff and customers is our most important
priority. We are investing in initiatives and processes which improve the

overall security of our stores and contribute to the safety of our staff and

customers. We are working with both local and national law enforcement

bodies and other external parties to better the overall retail environment

for our staff and customers.

The Group continues to operate a dedicated executive led taskforce

responding to the increasing escalation of theft and violence in all

operating environments, with the remit of developing tailored and

appropriate actions to keep our team members and customers safe.

Theft appeal of our product increases during periods of

financial hardship and uncertainty.

Increase in cyber-attacks disrupting operations and increased

reliance on third-party platform providers to have robust

cyber controls.

The Group continues to operate in a highly dynamic and

uncertain global environment. Ongoing disparity in the timing

of economic recovery in the countries we operate in, coupled

with shifting geopolitical risks, is contributing to increased

volatility across key markets.

Within the jewellery sector, several external pressures are

intensifying.

Collectively, these factors may impact the Group’s ability to

execute its strategic initiatives effectively.

The Group has tasked the Technology Governance Committee to oversee

its response to cyber risk and the maturing of our cyber resilience. The

Group continues to invest in new technologies and remove vulnerable

points of attack throughout its digital network.

External partners have been engaged to uplift our capabilities, including

both proactive and reactive responses to cyber-attacks.

Penetration testing and disaster recovery planning are built into our

operating rhythm to further prepare and respond to attacks.

The Board believes that a strong risk management framework supports the Group’s growth and success. The Group regularly reviews its risk

environment and has identified the following at risk areas and mitigating strategies:

Strategies and mitigationRisk

The Group has a growth strategy that embraces omni-channel expansion

and strategic acquisitions in markets that limit cannibalisation of sales and

focusses on improving the customer experience.

Furthermore, there is executive oversight of all drivers, both internal and

external, and prudent policy execution and governance mechanisms to

respond accordingly.

RISK MANAGEMENT

Key person dependencies exist at senior levels to oversee and

execute the Group’s strategy.

The Group regularly reviews its product range to ensure it satisfies

consumer demand and offers choices in the markets we operate. This is

supported by a long-standing vendor relationships with key jewellery

manufacturers and buyers who have global insights and can advise on

market trends.

Both mined and laboratory created diamonds feature in our core range and

collections targeted to specific consumer preferences.

Increasing price gaps between mined and laboratory created

diamonds impacts pricing of our range and could influence

consumer behaviors to the detriment of one or both precious

stones.

The Group has in-house legal and compliance teams who are focused on

compliance in our three markets and utilise external firms for specialised

advice when required. Any new legislative requirements or rectification

initiatives have dedicated teams focused on ensuring our compliance and

training our teams appropriately.

Breach of regulation or law in one of our jurisdictions in an

increasingly complex compliance environment.

The Group is committed to building a resilient and future-ready

organisation through strategic investment in talent acquisition, retention,

and development. Our focus on cultivating internal capability has enabled

the seamless continuation of key programs aligned with our strategic

priorities and business plan.

The Board has completed a global search for a replacement Chief

Executive Officer, and appointed a globally experienced executive with

senior leadership experience across retail, brand, digital, customer

experience, and transformation.

In conjunction with this, the board has also appointed a Deputy Chair, and

along with senior Directors, provides additional support to the experienced

and effective executive leadership team.

Ability to respond to rapidly changing customer

demographics, requirements and behaviours.

The Group regularly conducts range reviews to ensure product mix is on

trend and meets customer demands and customer demographics. We are

investing in customer analytic platforms to better understand our current

and future customers and tailoring our channels and product mix to meet

the desired customer demands.

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 5





20252024

$'000$'000

18,857 14,228

929 4,450

(3,031) 4,000

1,029 2,372

1,157962

436-

7,400-

(11,432)(10,114)

15,34515,898

ENVIRONMENTAL REGULATIONS AND CLIMATE REPORTING

Brand impairment

Under New Zealand's Financial Markets Conduct (Climate-related Disclosures for Foreign Listed Issuers) Exemption Notice 2024 (Notice),

Michael Hill International Limited does not have a large presence in New Zealand and has a primary listing on the ASX. Michael Hill International

Limited relied on the exemption in clause 6 of the Notice in respect of its FY25 period and is therefore an exempt entity. In the FY25 period, the

Group was not required to comply with any Australian climate-related disclosure requirements. The climate statements voluntarily prepared by

the Group can be found in the FY25 Sustainability Report. The Group acknowledges the upcoming application of the mandatory climate-related

disclosure requirements under the Australian Sustainability Reporting Standards in the FY26 period.

The Group has determined that no particular or significant environmental regulations apply to it.

This report contains certain non-IFRS financial measures of historical financial performance. Non-IFRS financial measures are financial measures

other than those defined or specified under all relevant accounting standards. The measures therefore may not be directly comparable with

other companies' measures. Many of the measures used are common practice in the industry in which the Group operates. Non-IFRS financial

information should be considered in addition to, and is not intended to be a substitute for, or more important than, IFRS measures. The

presentation of non-IFRS measures is in line with Regulatory Guide 230 issued by Australian Securities and Investments Commission (ASIC) to

promote full and clear disclosure for investors and other users of financial information, and minimise the possibility of those users being misled

by such information.

The measures are used by management and directors for the purpose of assessing the financial performance of the Group and individual

segments. The directors also believe that these non-IFRS measures assist in providing additional meaningful information on the drivers of the

business, performance and trends, as well as the position of the Group. Non-IFRS financial measures are also used to enhance the comparability

of information between reporting periods by adjusting for non-recurring or controllable factors which affect IFRS measures, to aid the user in

understanding the Group's performance. Consequently, non-IFRS measures are used by the directors and management for performance

analysis, planning, reporting and incentive setting. These measures are not subject to audit.

The non-IFRS measures used in describing the business performance include:

Comparable EBIT has been calculated as follows:

Litigation judgement

Bevilles integration costs

Comparable EBIT

COMPARABLE EBIT

Reported EBIT

Impact of IFRIC SaaS-related guidance

Significant item

Comparable EBIT

Earnings before interest and tax (EBIT)

Earnings before interest, tax, depreciation and amortisation (EBITDA)

Add back costs relating to:

NON-IFRS FINANCIAL INFORMATION

Employee restructure costs

CEO transition costs

Less items relating to:

Impact of AASB16 Leases

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 6

Non-executive director
Sir Michael led the Group as Chairman from when it listed on

NZX in 1987 until 2015, and was appointed a director of the

Company on 9 June 2016. In 2008, he was recognised as

Ernst & Young’s ‘Entrepreneur of the Year’ and in 2011 was

appointed a Knight Companion of the New Zealand Order of

Merit for services to business and the arts. As a Knight

Companion of the New Zealand Order of Merit, Sir Michael’s

contribution to both business and the arts has been widely

recognised and celebrated. His leadership inspired those

within the company and the industry as a whole.

INFORMATION ON DIRECTORS

Information on the directors of Michael Hill International Limited in office during the financial year and until the date of this report are set out

below.

Special

Responsibilities

Directors' Interests in

shares and options

Robert Fyfe

B.Eng, F.E.N.Z.,

C.N.Z.M.

Chair

Non-executive and

independent director

Member of ARMC

Member of PDRC

1,953,578

Ordinary Shares

Rob is also a director of Air Canada. He has not had any

other directorships of listed entities in the last three years.

Rob was appointed as a director of the Company on 9 June

2016 having previously served as director of Michael Hill’s

listed entity in New Zealand commencing 6 January 2014. He

was appointed Chair of the Board in June 2021. Prior to

joining the Company, Rob served as CEO of Air New Zealand

between 2005 and 2012, a period that saw a resurgence of

Air New Zealand to become one of the most recognised and

awarded airlines in the world and one of the best performers

in a tough industry. Rob also has extensive general

management and board experience in various retail

businesses operating in New Zealand, Australia and Great

Britain, across sectors including retail banking,

telecommunications, pay television, sport, manufacturing

and outdoor apparel. In 2015 Rob was awarded an Honorary

Doctor of Commerce from University of Canterbury and on

New Year’s Eve 2020, Rob was appointed as a Companion of

the New Zealand Order of Merit for services to business and

tourism.

DirectorExperience and Directorships

148,330,600

Ordinary Shares

Michael was the founder of Michael Hill, and his visionary

leadership has been the foundation for the Company’s listing

on the New Zealand Stock Exchange (NZX) in 1987 and

successful international expansion. Sir Michael’s dedication

to the jewellery retailing industry and his commitment to

excellence have been evident throughout his career. He had

23 years of jewellery retailing experience before establishing

Michael Hill in 1979, and his strategic decisions and

innovative approaches have played a significant role in the

growth and success of Michael Hill.

Sir Michael was not a director of any other listed entities and

did not have any directorships of listed entities in the last

three years.

Sir Richard (Michael) Hill

K.N.Z.M.

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 7

Emma Hill
B.Com, M.B.A

102,000

Ordinary Shares

Special

Responsibilities

Experience and DirectorshipsDirectors' Interests in

shares and options

Gary is a director of Flight Centre Travel Group Limited

(ASX: FLT). He has not had any other directorships of listed

entities in the last three years.

Gary was appointed as a director of the Company on 24

February 2016 having previously served as director of

Michael Hill’s listed entity in New Zealand commencing 2

November 2012. Gary has extensive director experience

across a range of boards and tourism related industry

bodies. He is Chairman of Flight Centre Travel Group Ltd,

one of Australia’s top public companies and is a member of

their Audit and Remuneration sub-committees. He is a

Chartered Accountant and a Fellow of the Australian

Institute of Company Directors.

Emma is not a director of any other listed entities and has

not had any directorships of listed entities in the last three

years.

167,487,526

Ordinary Shares

Emma was appointed as a director of the Company on 9

June 2016 having previously served as director of Michael

Hill’s listed entity in New Zealand commencing 22 February

2007. She served as Deputy Chair of the Group from 2011

until 2015 and as Chair from 2015 until June 2021. Emma has

over 30 years’ experience working in various roles within the

Group, commencing on the shop floor in Whangarei, New

Zealand. She held a number of management positions in the

Australian company before successfully leading the

expansion of the Group into Canada as Retail General

Manager in 2002. Emma holds a Bachelor of Commerce

degree and an MBA from Bond University.

Gary Smith

B.Com, F.C.A., F.A.I.C.D.

Director

Non-executive and

independent director

Member of ARMC

Non-executive and

independent director

Chair of ARMC

Member of PDRC

Non-executive director

Chair of PDRC

70,431

Ordinary Shares

Dave was appointed as a director of the Company on 2

August 2023. Dave has considerable brand, data,

technology, omni-channel retail and digital transformation

experience. He is a founder of Lexer, a global software

company helping brands and retailers genuinely understand

and engage their customers. In 2015, Dave became the

youngest ASX 200 non-executive director when he joined

the board of Myer (ASX: MYR). Previously, Dave spent 10

years with global advertising group M&C Saatchi in several

local and international leadership roles, culminating in three

years as Managing Director in Australia. He is currently a non-

executive director of Metcash Limited (ASX: MTS) and

Challenger Limited (ASX: CGF), and has held several

directorships and advisory roles for private, Government and

not-for-profit organisations. Dave served as a don-executive

director of MYER Holdings Limited from 20 November 2015

until 10 December 2024. He has not had any other

directorships of listed entities in the last three years.

David Whittle

B.A., B.Com

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 8

Daniel Bracken
Managing director

Chief Executive Officer

Nil Ordinary Shares

and 1,735,474

Share Rights

(Estate of Daniel

Bracken)

Daniel was not a director of any other listed entities and had

not had any other directorships of listed entities in the last

three years.

Claudia was appointed as a director of the Company on 30

August 2024. Claudia started her professional career at law

firm Russell McVeagh specialising in contract, IP, and

technology law before moving to New York in 2002. Claudia

was a member of the founding team of Massive

Incorporated, a network for advertising in video games

which helped pioneer “digital” as a media buy. Massive was

sold to Microsoft in 2006, where Claudia spent 3 years

scaling the in-game network. In 2009 she co-founded

Victors & Spoils, the first advertising agency built on the

principles of crowdsourcing which was acquired by French

holding company Havas Worldwide just two years later.

Deputy Chair

Non-executive and

independent director

Member of PDRC

Nil Ordinary Shares

Claudia has been widely recognised for her work supporting

the technology and start up scene in New Zealand and spent

three years running North American operations for NZTE,

supporting disruptive thinking for the growth of NZ exports

in North America. Claudia is a graduate of Victoria University

of Wellington with degrees in Law (Hons) and Commerce.

Claudia is currently a director of Air New Zealand Limited

(ASX/NZX: AIZ), Vista Group International Limited (NZX:

VGL) and is Chair of Serko Limited (ASX/NZX: SKO). She has

not had any other directorships of listed entities in the last

three years.

Andrea Slingsby

B.A., PPL (HBS)

Andrea was appointed as an alternate director of the

Company on 14 April 2025. Andrea has extensive Board

governance, consulting and advisory experience across a

range of industry sectors including global retail. Andrea

brings expertise in both domestic and international growth

and sustainable scaling of Australian brands such as Flight

Centre and Blackmores. Andrea’s previous executive roles

with the Company include Interim Chief People Office from

August 2018 to December 2018 and Chief Operating Officer

from January 2019 to January 2021.

DirectorExperience and DirectorshipsSpecial

Responsibilities

Directors' Interests in

shares and options

Daniel joined the Group as the CEO in November 2018 and

was appointed to the Board as an executive director in June

2021. He had more than 25 years’ experience managing

some of the world’s most iconic brands. He had an extensive

background in corporate strategy, brand development,

product design, customer engagement and digital

expansion, and was instrumental in executing turnaround

initiatives across many retail businesses.

Claudia Batten

LLB (Hons), B.Com

Andrea is currently a director of Prime Financial Group (ASX:

PFG). She has not had any other directorships of listed

entities in the last three years.

Alternate director

to Sir Richard Michael

Hill from 14 April 2025

to 29 July 2025

Nil Ordinary Shares

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 9

ABABAB
12125555

99----

1212--55

11125555

121255--

1010--34

33----

67----

COMPANY SECRETARY

MEETINGS OF DIRECTORS

Full meetings of directors Audit and Risk Management People Development and

Remuneration

The Company Secretary is Kate Palethorpe, who is also the General Counsel of the Group. Kate was appointed to the position of Company

Secretary on 18 March 2024. Kate is an experienced ASX company secretary and governance professional, starting her career at top-tier law

firm Minter Ellison before moving to in-house roles including Aesop, Aussie Farmers Direct and Australian Dairy Nutritionals. She has broad

legal, commercial and governance experience and a strong background in retail and consumer brands/products.

The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year ended 29 June 2025, and the

numbers of meetings attended by each director were:

Meeting of committees

^A Slingsby appointed as an alternate director to Sir Richard Michael Hill on 14 April 2025 and attended the relevant meetings as his alternate director.

R I Fyfe

Sir R M Hill^

E J Hill

G W Smith

D Bracken

A = Number of meetings attended

D Whittle

B = Number of meetings held during the time the director held office or was a member of the committee during the year

C Batten*

A Slingsby^

*C Batten was appointed as a director effective at the end of the Board meeting held on 30 August 2024.

Claudia Batten (commenced membership on 30 August 2024)

COMMITTEE MEMBERSHIP

Emma Hill (Chair)

Robert Fyfe

Gary Smith

AUDIT AND RISK MANAGEMENT COMMITTEE

Gary Smith (Chair)

Robert Fyfe

PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

As at the date of this report, Michael Hill International Limited has an Audit and Risk Management Committee and a People Development and

Remuneration Committee.

David Whittle

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 10

It was pleasing to see an increase of four percentage points in our most recent engagement survey and we continue to rate well above
industry average across all countries.

The Group’s KMP and executive remuneration structure comprises a mix of market competitive fixed remuneration, short term incentives

(STI) to reward annual performance and long-term incentives (LTI) to align long term financial performance and shareholder value creation.

Throughout FY25 the integration of the Bevilles business continued, including the relocation of the head office from Melbourne to Brisbane

and an upgrade of operational and store systems. There was also a strong focus on improving customer experience by upskilling Bevilles'

sales teams, as well as consolidation and refreshing of the product range. Our new New Zealand Distribution Centre was a key project for this

year. Having our own distribution centre in New Zealand allows us to better manage replenishment, reduce logistics costs and provide rapid

customer delivery, improving customer experience and accelerating digital growth.

In early March 2025, Andrew Lowe was appointed to the position of Interim Chief Executive Officer whilst the Group commenced an

international search for a replacement Chief Executive Officer, considering both internal and external candidates. On 18 August, the Group

announced the appointment of Jonathan Waecker as Chief Executive Officer, commencing 27 August 2025. Mr Lowe has successfully

navigated the business through this period and we thank him for his contribution.

FY25 Remuneration

In FY25, we amended the STI program, moving from half yearly to annual assessment and from a stepped payment to a linear payout

commencing at 90% of target, with 100% payment at target. An outperformance opportunity was available, with a maximum payment at 165%

of target.

Furthermore, in response to difficult trading conditions, the STI component of the Executives’ remuneration was made subject to a Group

financial performance hurdle. As the Group did not meet the required level of financial performance, no Executive was eligible for an STI in

FY25, despite delivering several strategic and operational objectives.

Under the Group's FY25 LTI program, 1,986,468 share rights were awarded to Daniel Bracken as Chief Executive Officer and 452,168 share

rights were awarded to Andrew Lowe as Chief Financial Officer. These share rights are subject to the satisfaction of certain performance

metrics over a three-year performance period.

In response to challenging trading conditions during the year further cost optimisation programs were undertaken, including a review of the

support centre structure, ways of working and costs, to realign our structure to strategic delivery and productivity. A number of departments

were restructured, resulting in the exit of some senior leadership roles.

Dear Shareholders,

AUDITED REMUNERATION REPORT

The directors present the 2025 Michael Hill International Limited remuneration report, outlining key aspects of our remuneration policy and

framework, and remuneration awarded during FY25. The information provided in this remuneration report has been audited as required by

section 308(3C) of the Corporations Act 2001.

Letter from the Chair of the People Development and Remuneration Committee

Remuneration Overview

Remuneration Framework


Relationship of Remuneration to Group Performance

FY25 Executive Key Management Personnel (KMP) Remuneration

Section 1

Section 2

Section 3

Section 4

Section 5

CONTENTS

Section 6 FY25 Non-Executive Director Remuneration

SECTION 1LETTER FROM THE CHAIR OF THE PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

Despite difficult trading conditions throughout FY25 there were some bright spots, with the Group delivering full year earnings and gross

margin broadly in line with prior year, despite aggressive promotional trading conditions and record high gold prices. In addition, our Canadian

segment delivered record sales, as well as a focus on store productivity, saw a second half lift in Group same store sales of 2.4%.

On behalf of Michael Hill Group, I am pleased to present the FY25 remuneration report. The report outlines the Group’s remuneration strategy

and framework and details how the Board has approached remuneration to retain and incentivise key management personal (KMP), while

aligning reward with shareholder value creation.

FY25 was a difficult period for the Group as persistent cost of living pressures and significant global uncertainty continued to weigh on

consumer confidence and discretionary spending, delaying the anticipated recovery of the Group’s financial performance. In addition, in late

February 2025 the Group was shocked by the sudden passing of its Chief Executive Officer, Daniel Bracken. Mr Bracken was a passionate

retailer who made an immense contribution to our business and is dearly missed by all members of the team. Whilst Daniel’s passing was a

difficult period for the Group, the Board has been impressed by the resilience and resolve which all team have shown in navigating this period.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 11

Following the freeze on Non-Executive Director fees in FY25 and a comprehensive market review of director fees of comparable ASX and NZX
listed companies, an increase of 3% will be applied to Non-Executive Director fees for FY26. The Group’s policy remains that Non-Executive

Director remuneration is not subject to any performance conditions or hurdles.

Regards,

Emma Hill

In response to challenging economic conditions, in FY25 there was no change to the Non-Executive Director (NED) fees and the fixed

component of the Chief Executive Officer’s (Daniel Bracken) remuneration package. From 1 July 2024, Andrew Lowe’s fixed remuneration

component was increased by 5.82% due to the expansion of his role to include supply chain responsibility. The fixed remuneration of the

remaining Executives, excluding the newly appointed Chief People Officer, was increased by 3% which was below FY24 CPI of 3.8%.

When Andrew Lowe took on the role of Interim Chief Executive Officer on 6 March 2025, his role was restructured to facilitate his expanded

duties and his fixed remuneration was increased to $830,000 inclusive of superannuation. No change was made to his FY25 LTI allocation at

this time however his FY25 STI entitlement was assessed at the fixed remuneration applicable to his role of Interim Chief Executive Officer.

On 29th July 2025, we were deeply saddened by the passing of our Founder and Director, Sir Michael Hill. A visionary entrepreneur and

passionate leader, Sir Michael transformed a single store in Whangarei into an international jewellery brand. His unwavering commitment to

excellence in customer experience, product craftsmanship, and fostering a culture of connection will remain at the heart of Michael Hill

International for generations to come.

The fixed component of the Executives’ salaries will be increased by 3% acknowledging the Executive team’s resilience through prolonged

difficult trading conditions, the passing of Daniel Bracken and taking on additional responsibilities during this time of significant change. In

preparation for a new Chief Executive Officer and in line with our remuneration policy, we engaged an external remuneration expert to review

our Executive packages in line with a relevant peer group. Changes were recommended to the STI outperformance percentage and LTI

eligibility, which have been implemented for FY26 financial year.

Chair of the People Development and Remuneration Committee

In conclusion, the Board believes the remuneration outcomes for FY25 reflect an appropriate alignment between pay and performance during

the year and are also reasonable in terms of the unexpected challenges that 2025 have presented, in addition to the uncertain operating

FY26 Remuneration Update

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 12





1

Sir Richard Michael Hill ceased as a director on 29 July 2025 (see note I2 of financial statements).

2

Claudia Batten was appointed a non-executive director on 30 August 2024 and was promoted to Deputy Chair on 6 March 2025.

3

Andrea Slingsby was appointed as an alternate non-executive director to Sir Richard Michael Hill on 14 April 2025.

4

Daniel Bracken ceased as a director on 26 February 2025.

5

Andrew Lowe has held the position of CFO since 2017 and was appointed Interim CEO on 6 March 2025.

Executive

Interim Chief Executive Officer

REMUNERATION FRAMEWORK

Our remuneration philosophy is guided by our vision to be a modern, differentiated, omni channel jewellery group. The structure of

compensation is designed with a mix of market competitive fixed remuneration, short term incentives (STIs) to reward annual performance

and long-term incentives (LTIs) to align financial performance and shareholder value creation.

SECTION 3

Emma Hill - Chair of the PDRC

Robert Fyfe - Chair of the Board of Directors

Gary Smith - Chair of the Audit and Risk Committee

Use of Remuneration Consultants

The PDRC obtains independent advice every three years on the appropriateness of remuneration practices of the Group given trends in

comparative companies and the objectives of the Group’s remuneration strategy. In FY25 PayIQ were engaged by the PDRC to benchmark

the Executive team remuneration and review the Group’s STI and LTI framework. The fees paid to PayIQ were $48,400 . The results of PayIQ

analysis were considered by the PDRC and in setting the FY26 remuneration framework for approval by the Board. PayIQ was engaged by,

and provided their recommendations to the PDRC, providing assurance to the Board that the advice provided by PayIQ was made free from

undue influence by the members of the key management personnel to whom the recommendation relates.

Claudia Batten - Deputy Chair and Committee member

2025

Emma HillNon-executive director

Managing Director and CEO

Daniel Bracken

4

Managing Director and Chief Executive Officer2019

Andrew Lowe

5

Chief Financial Officer and Supply Chain Officer 2017

David WhittleNon-executive director2024

Andrea Slingsby

3

Alternate non-executive director to Sir Richard Michael Hill

Claudia Batten

2

Deputy Chair and non-executive director2025

2016

Gary SmithNon-executive director2016

With the passing of the Group’s CEO, Daniel Bracken in February 2025, the Group’s CFO, Andrew Lowe took on the Interim CEO role.

Reference will be made to Daniel Bracken as CEO during the period from 1 July 2024 to 26 February 2025 and Andrew Lowe as Interim CEO

during the period from 6 March 2025 to 29 June 2025. References to the CFO will be to Andrew Lowe as CFO during the period from July 2024

to 4 March 2025. During the period that Andrew Lowe has served as Interim CEO and Chief Financial Officer, he is the only executive KMP.

Our Remuneration Philosophy

Our Values

We careWe are professionalWe are inclusive and diverseWe create outstanding experiences

Attract, motivate and retain talent Reward the achievement of strategic objectivesAlign to shareholder value creation

SECTION 2REMUNERATION OVERVIEW

This report sets out the remuneration arrangements for Michael Hill International’s key management personnel (KMP). KMP have the

authority and responsibility for planning, directing and controlling the activities of the entity. All KMP listed below have held their positions for

the entire reporting period unless indicated otherwise.

Sir Richard Michael Hill

1

Founder and non-executive director2016

NamePositionCommencement as KMP

Non-Executive Directors

Robert FyfeChair and non-executive director2016

People Development and Remuneration Committee (PDRC)

The primary objective of the People Development and Remuneration Committee (PDRC) is to assist the Board to fulfil its corporate

governance and oversight responsibilities in relation to the Company’s people strategy including remuneration components, performance

measurements and accountability frameworks, recruitment, engagement, retention, talent management and succession planning.

The following non-executive directors are members of the PDRC for the 2025 reporting period:

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 13

20252024202320222021
643,655 644,929 629,562 595,210 556,486

15,345 15,898 58,889 62,870 56,594

2,099 (479) 35,182 46,712 41,015

0.55c(0.12c)9.20c 12.03c 10.57c

-20,195 30,719 25,239 11,636

159,700 173,081 339,822 361,105 322,158

0.42 0.45 0.90 0.93 0.83

(23.3)%(20.1)% (2.2)%13.9% 148.5%

0.4%(0.1)%6.7%9.3%9.0%

What is the objective?

Attract and retain key

Executive talent.

Drive annual profit growth and align

Executive reward with achievement of

performance targets that underpin Group

strategy.

Reward Executives for

sustainable long term

growth aligned to

shareholders' interests.

SECTION 4


RELATIONSHIP OF REMUNERATION TO GROUP PERFORMANCE

The remuneration framework operates to create a clear link between Executive remuneration and the Group’s performance. The overall level

of remuneration takes into consideration the performance of the Group over several years. The performance of the Group over the past five

years is summarised below:

Revenue ($'000)

Comparable EBIT* ($'000)

Profit for the year attributable to owners of the

Company ($'000)

Earnings per share (cents)

Dividends paid during the financial year

1

($'000)

Market capitalisation ($'000)

Long Term Incentive (LTI)

Executives participate in the Group’s STI

program prioritising Board approved On-

Target and Outperformance Targets.

The Company has

established an LTI plan as

deferred compensation.

How is it delivered?

Base salary plus any fixed

elements including

superannuation and leave

entitlements.

Cash for On-Target performance and for

Outperformance.

An annual issue of share

rights is made to Executive

KMP. The rights vest at the

end of the relevant

performance period if

certain performance

hurdles and vesting

conditions are met. Under

the LTI Plan Rules the

Board also has discretion

to settle an issue of vested

shares via an equivalent

cash payment.

How is it set?

Fixed Remuneration is set

with reference to market

competitive rates in

comparative companies for

similar positions, adjusted to

account for the experience,

ability and effectiveness of

the individual Executive.

Our Remuneration Framework

Fixed RemunerationShort Term Incentive (STI)

1

The dividends paid in FY22 are the postponed interim dividend for FY21 and the interim dividend for FY22.

Share price at year end ($)

Compound annual growth rate

Return on average total assets

*EBIT and Comparable EBIT are unaudited non-IFRS Information. Please refer to unaudited non-IFRS Information in the Directors' Report for an explanation of

unaudited non-IFRS information and a reconciliation of EBIT and Comparable EBIT.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 14

Fixed
Remuneration

Maximum

STI

LTITotal

34.8%32.1%33.1% 100.0%

48.5% 32.0%19.4% 100.0%

48.5% 32.0%19.4% 100.0%

Andrew Lowe - CFO

Fixed remuneration is reviewed annually, and our policy is to consider the consumer price index (CPI), Executive performance and retention,

and increases to any applicable superannuation concessional contributions cap. Remuneration is set with reference to market competitive

rates in comparable companies for similar positions adjusted for the experience, ability and effectiveness of the individual Executive KMP.

Fixed remuneration includes base salary and superannuation contributions at the rate of the concessional contributions cap. Due to

prolonged difficult trading conditions, the CEO, Daniel Bracken agreed that no increase would be applied to his fixed remuneration in FY25. At

the commencement of the reporting period, the CFO, Andrew Lowe’s fixed remuneration was increased by 5.82% in recognition of the

expansion of his role to include responsibility for the Group’s supply chain. On 6 March 2025, when Mr Lowe took on the role of Interim CEO his

fixed remuneration was increased to $800,000 per annum excluding superannuation. Superannuation was maintained at the concessional

contributions cap of $30,000 for both KMP.

1

Adjusted Earnings Per Share is calculated similarly to statutory Earnings Per Share except EBIT is adjusted to Comparable EBIT as set out in the Directors'

Report.

As per our Remuneration Policy, formal benchmarking of KMP remuneration is conducted every three years. As noted above, in FY25 PayIQ

were engaged to conduct a market review of the Executive remuneration framework including fixed remuneration and the STI and LTI

framework. The findings from this activity were used to inform the FY26 KMP remuneration outcomes.

The total remuneration for Executive KMPs comprises both fixed remuneration and at-risk components in the form of On-Target STI,

Outperformance STI and LTI. Maximum STI and LTI incentives are calculated as a percent of the relevant Executive KMPs fixed remuneration

component, with the actual amount delivered to the KMP subject to satisfaction of certain performance conditions. The remuneration mix is

designed to compensate KMP in a way that strongly correlates to Group performance. The Outperformance STI gives the Executive KMPs the

ability to earn the equivalent percent of the On-Target STI value, paid in cash.

KMP

Daniel Bracken - CEO

Fixed Remuneration

Andrew Lowe - Interim CEO

(from 6 March 2025)

SECTION 5FY25 EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) REMUNERATION

Remuneration Mix

The graphs below show the relationship of KMP remuneration to revenue and Adjusted Earnings Per Share

1

for the last four financial years.

The first graph below shows the share price growth and movement compared to the ASX300 whilst the second graph shows the dividend paid

and yield per financial year.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 15

Earned% Earned of
Awarded

% of Target

Awarded

%$%$$%%

46.0% 684,5040%- - 0%0%

33.0% 444,9010%- - 0%0%

STI WeightingWeighted

Outcome

STI WeightingWeighted

Outcome

60%

0%

60%

0%

25%

0%

25%

0%

5%

0%

5%

0%

10%

0%

10%

0%

100%

0%

100%

0%

How is STI assessed?

The PDRC reviews the CEO’s performance against the performance targets and

objectives set for that year. The CEO assesses the performance of his direct reports which

include the CFO. The PDRC reviews the assessed performance for Board endorsement.

STI Outcomes

The following tables detail the FY25 STI scorecard KPIs and assessment applied to the CEO and CFO.

How the STI is paid?

Strategy, Customer and People KPIs 40% weighting

The Incentive payout begins once 90% of the EBIT target is achieved, with 100% of the At

Target payout made upon reaching the target EBIT. For performance exceeding the

target, an additional incentive (Outperformance STI) is paid out on a linear scale for EBIT

performance between 100% and 165% of the EBIT target.

Performance measure for Outperformance

component

CFO and Interim CEO – 66% of Fixed Remuneration comprised of 33% for On-Target

performance, and 33% for Outperformance

Annual award for Financial, Strategy, Customer and People KPIs, subject to the Group

meeting an annual financial performance hurdle

In cash for both On-Target performance and Outperformance

Short Term Incentive (STI) Scheme

The Group’s STI program is designed to reward delivery of annual profit targets and ensure achievement of strategic and operational

objectives. The maximum STI is calculated as a percent of the relevant Executive KMP's fixed remuneration component and detailed in

performance scorecards that are set by the People, Development and Remuneration Committee (PDRC). The scorecards detail the

performance targets, indicators and weightings for each Executive across the key performance areas of Financial, Strategy, Customer and

People. The CEO’s scorecard is comprised of core objectives to drive the business forward, and aligned with relevant Executives.

Financial KPI 60% weighting

All On-Target performance subject to financial performance hurdle

CEO – 92% of Fixed Remuneration comprised of 46% for On-Target performance, and

46% for Outperformance

The STI program is supported by a performance management system giving visibility and transparency of progress by each Executive.

Performance against key performance indicators (KPIs) is measured annually but reviewed on an informal basis, in regular meetings and at

half year end.

The STI program in FY25 for KMP was structured as follows:

Performance period

Opportunity

On-Target performance measures

In FY25, in response to continued difficult trading conditions the Executive STI program was made subject to a financial performance hurdle.

As the financial performance hurdle was not met, no Executive KMP was eligible for an STI payment, notwithstanding that several operational

and strategic objectives were met.

Financial

Strategy

Customer

Short Term Incentives payout

STI target

Daniel Bracken

Andrew Lowe

STI awarded

Short Term Incentive performance

CFOCEO

People

Performance hurdles

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 16

The treatment of the KMP's share rights (both vested and unvested) will depend on the
circumstances of cessation of their employment. For example, where the KMP ceases

employment due to resignation or termination for cause, they will be entitled to retain

their vested and unexercised share rights but will forfeit all of their unvested share rights

(unless the Board determines a different treatment).

In other cases such as redundancy or bona fide retirement, the KMP will be entitled to

retain their vested and unexercised share rights, and their unvested share rights. Any

unvested share rights will be retained on a pro rata basis (based on the proportion of the

vesting period for those share rights that will have lapsed on the date the KMP's

employment ceased). In addition, the service condition applicable to a KMP's unvested

share rights is automatically waived but the performance conditions remain.

Share rights do not confer on the holder any entitlement to any dividends or other

distributions by the Group or any right to attend or vote at any general meeting of the

Group.

What happens when a KMP ceases

employment?

Dividends and voting rights

Rationale for the performance metric and

condition

The TSR and EPS metrics have been deemed by the PDRC to be a suitable market based

measure to create alignment between the interests of Executive KMP and the interests of

shareholders.

The FY25 LTI program for KMP was structured as follows:

Performance period

Opportunity

Instrument

Performance metrics

Service condition

Vesting schedule for the Performance metrics

The EPS vesting schedule is as follows:

- No rights vest if EPS is equal to or less than 20% CAGR

- 10% of share rights vest for each 1% increase in CAGR between 20% CAGR to 30%

CAGR

- 100% of share rights vest if EPS is equal to or above 30% CAGR

Awards are subject to a service condition requiring the Executive KMP to remain

employed by the Group until the performance hurdle assessment date (being 10 ASX

trading days following the release of the Group's FY27 results).

Subject to the KMP meeting the Service condition, share rights attached to the TSR and

EPS performance metrics vest in accordance with a sliding vesting schedule:

The TSR vesting schedule is as follows:

CEO - 95% of Fixed Remuneration

CFO - 40% of Fixed Remuneration (Note: no change was made to the LTI opportunity

when Mr Lowe was appointed Interim CEO)

Share rights

Total Shareholder Return (TSR) compound annual growth rate (CAGR) over 3 years

Earnings per Share (EPS) CAGR over 3 years

- 100% of share rights vest if TSR is equal to or above 20% CAGR

3 years

LTI Scheme

- No rights vest if TSR is equal to or less than 10% CAGR

- 10% of share rights vest for each 1% increase in CAGR performance between 10% CAGR

to 20% CAGR

2025 Performance Assessment

Target not achieved

Target not achieved

CUSTOMER (5% weighting)

PEOPLE (10% weighting)

STRATEGY (25% weighting)

Growth and Brand realignmentTarget not achieved

ProfitabilityTarget not achieved

EBIT

KPI

Embed Bevilles acqusition

FINANCIAL (60% weighting)

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 17

CEOCFO
LTI WeightingLTI Weighting

50%50%

50%50%

LTI WeightingWeighted

Outcome

LTI WeightingWeighted

Outcome

50%100%50%100%

LTI WeightingWeighted

Outcome

LTI WeightingWeighted

Outcome

50%100%50%100%

LTI WeightingWeighted

Outcome

50%93.1%

Executive KMP do not receive additional benefits, such as non-cash benefits, other than superannuation and leave entitlements, as part of the

terms and conditions of their appointment. Loans are not provided.

Service contracts

LTI Outcomes

FY25 LTI

It is the Group’s policy that service contracts for KMP are unlimited in term but capable of termination on six months’ notice (twelve months in

the case of Daniel Bracken (as CEO) and that the Group retains the right to terminate the contract immediately, by making payment equal to

six months’ pay in lieu of notice (or twelve months in the case of Daniel Bracken as CEO). KMP are also entitled to receive on termination of

employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits.

Other benefits

CEO

Vesting conditions

Both Executive KMP were eligible to participate in the FY25 LTI in accordance with the LTI program detailed in the preceding table. For the

CEO, the grant of share rights under the FY25 LTI plan was approved by shareholders at the 2024 Annual General Meeting held on 23 October

2024. Further details of the number of share rights granted to the CEO and CFO in relation to the FY25 LTI can be found later in this report

under the heading ‘Reconciliation of Options and Share Rights held by KMP’.

FY19 Tranche three LTI Outcomes

Based on an annual grant of share rights set at 50% of base salary remuneration at the grant date. The vesting of share rights at the end of the

Vesting Period is subject to continuous employment under an engagement agreement. Upon vesting, each share right shall be eligible to be

converted to one ordinary share.

CFO

Continuous employment

Continuous employment and performance hurdle - Absolute TSR

Continuous employment and performance hurdle - EPS

Vesting conditions

Based on an annual grant of share rights set at 50% of base salary remuneration at the grant date. The vesting of share rights at the end of the

Vesting Period is subject to continuous employment under an engagement agreement. Upon vesting, each share right shall be eligible to be

converted to one ordinary share.

CEO

Vesting conditions

When Daniel Bracken passed away, the LTI Plan Rules provided that he was entitled to retain 66,314 of his vested rights, which converted to

fully paid ordinary shares on 11 April 2025.

Continuous employment

FY20 Tranche two LTI Outcomes

Based on an annual grant of share rights set at 50% of base salary remuneration at the grant date. The vesting of share rights at the end of the

Vesting Period is subject to continuous employment under an engagement agreement. Upon vesting, each share right shall be eligible to be

converted to one ordinary share.

CEOCFO

Vesting conditions

FY20 Tranche three LTI Outcomes

Continuous employment

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 18

$
All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the

Board policies and terms, including remuneration, relevant to the office of director. Non-executive directors do not receive performance-

related compensation. Directors’ fees cover all main Board activities and membership of committees. Non-executive directors are not

provided with retirement benefits apart from statutory superannuation.

Total compensation for all non-executive directors, voted upon by shareholders on 14 November 2023, is not to exceed $1,200,000 per

annum. Directors’ base fees for FY25 were $110,795 per annum. The Board Chair receives twice the base fee. Additional fees are paid where a

director is Chair of a committee. When Claudia Batten was appointed Deputy Chair on 6 March 2025 her fees were increased to the equivalent

of the Chair of the Audit and Risk Committee.

It is the Company’s policy to consider CPI and the WPI in determining any increase to directors’ fees annually. In FY25, CPI was 6% and WPI

was 3.6%. However, as noted above, in response to difficult trading conditions the Board decided that no increase would be applied to the non-

executive director fees for FY25.

SECTION 6FY25 NON-EXECUTIVE DIRECTOR REMUNERATION

Committee Chair fees

People Development and Remuneration22,890

Audit and Risk34,336

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 19

Short-termLong-term Post-employmentShare-based paymentsProportion
remuneration

Value of rights

as proportion

Salary & fees* STI cash bonusTotalLong service leaveSuperannuation

benefits

Termination

benefits

Share rightsTotalperformance

related

of remuneration

Name$$$$$$$$%%

NON-EXECUTIVE DIRECTORS

Emma Jane Hill

2025135,856 - 135,856 - - - - 135,856 - -

2024133,544 - 133,544 - - - - 133,544 - -

Sir Richard Michael Hill (until his passing on 29 July 2025)

2025112,594 - 112,594 - - - - 112,594 - -

2024110,678 - 110,678 - - - - 110,678 - -

Gary Warwick Smith

2025130,017 - 130,017 - 15,114 - - 145,131 - -

2024130,602 - 130,602 - 14,529 - - 145,131 - -

Robert Ian Fyfe

2025225,189 - 225,189 - - - - 225,189 - -

2024221,356 - 221,356 - - - - 221,356 - -

David Whittle

202599,257 - 99,257 - 11,538 - - 110,795 - -

202491,477 - 91,477 - 10,187 - - 101,664 - -

Claudia Batten (appointed 30 August 2024)

2025161,202 - 161,202 - - - - 161,202 - -

2024- - - - - - - - - -

Andrea Slingsby (appointed 14 April 2025, resigned 29 July 2025)

202520,880 - 20,880 - 2,442 - - 23,322 - -

2024- - - - - - - - - -

Jacqueline Elizabeth Naylor (resigned 8 April 2024)

2025- - - - - - - - - -

202476,781 - 76,781 - 8,446 - - 85,227 - -

Details of the nature and amount of each major element of remuneration of each Director of the Company and other KMP of the consolidated entity are:

DIRECTOR AND EXECUTIVE REMUNERATION OUTCOMES FOR FY25

*Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 20

Short-termLong-term Post-employmentShare-based paymentsProportion
remuneration

Value of rights

as proportion

Salary & fees* STI cash bonusTotalLong service leaveSuperannuation

benefits

Termination

benefits

Share rightsTotalperformance

related

of remuneration

Name$$$$$$$$%%

EXECUTIVE DIRECTOR

Daniel Bracken, CEO (until his passing on 26 February 2025)

2025737,244 - 737,244 101,906- 19,615 - 75,076- 579,877 0.00%-12.95%

20241,149,265 100,160 1,249,425 22,139 27,500 - 150,822 1,449,886 6.91%10.40%

TOTAL DIRECTOR REMUNERATION

20251,622,239 - 1,622,239 101,906- 48,709 - 75,076- 1,493,966 0.00%-5.02%

20241,913,703 100,160 2,013,863 22,139 60,662 - 150,822 2,247,486 6.91%10.40%

KMP

Andrew Lowe, Interim CEO

2025656,217 - 656,217 41,398 30,000 - 38,251 765,866 0.00%4.99%

2024528,326 34,852 563,178 11,454 27,500 - 32,056 634,188 5.50%5.05%

TOTAL KMP REMUNERATION

2025656,217 - 656,217 41,398 30,000 - 38,251 765,866 0.00%4.99%

2024528,326 34,852 563,178 11,454 27,500 - 32,056 634,188 5.50%5.05%

TOTAL DIRECTOR AND KMP REMUNERATION

20252,278,456 - 2,278,456 60,508- 78,709 - 36,825- 2,259,832 0.00%-1.63%

20242,442,029 135,012 2,577,041 33,593 88,162 - 182,878 2,881,674 4.69%6.35%

*Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 21

Issued during
the year

Fair value

per share

right

Number$

1,986,4680.39

452,1680.39

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

ADDITIONAL STATUTORY INFORMATION

EQUITY INSTRUMENTS

All options or rights refer to options or rights over ordinary shares of Michael Hill International Limited, which are exercisable on a one-for-one

basis under the Company's Equity Incentive Plan (Plan).

MODIFICATION OF TERMS OF EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS

The terms of the Plan were approved by shareholders at the Company's 2023 Annual General Meeting held on 14 November 2023. The Plan

replaced the Group’s previous incentive scheme approved by shareholders to address significant changes to the Corporations Act covering

employee share schemes. No changes were otherwise made to the terms of the Plan during the reporting period.

The Plan applies to any rights or shares issued after 14 November 2023 as part of the Company’s LTI remuneration strategy.

The terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a KMP) entered into

prior to 14 November 2023 have not been altered or modified by the Company during the reporting period or the prior period. Upon exercise of

any option previously granted with a NZ$ exercise price, the exercise price will be converted to AU$ with reference to the Reserve Bank of

Australia foreign exchange rate on that date. The exercise price of any future option grants will be set by using the same method, with reference

to the Australian Securities Exchange ('ASX').

ANALYSIS OF OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION

The number of share rights issued to KMP and senior management during FY25 was 2,438,636 share rights. Of these, share rights issued to KMP

are set out below. Refer to note D3 of the accompanying financial report for further details.

No options were granted to KMP as compensation for the financial year.

SHARE RIGHTS

When Daniel Bracken passed away, the LTI Plan Rules provided that he was entitled to retain 66,314 of his vested rights, which converted to fully

paid ordinary shares on 11 April 2025. The remainder of his unvested rights were retained on a pro rata basis, based on the proportion of the

vesting period that had lapsed on the date Mr Bracken passed away. In total, 1,735,474 share rights were retained but remain subject to

satisfaction of the performance conditions attached to them, while 2,286,200 were forfeited, in accordance with the Group’s LTI Plan Rules.

Unvested share rights are held by the Estate of Daniel Bracken as at the date of this report.

KMP

Daniel Bracken

Andrew Lowe

No options are held by KMP. The number of rights over ordinary shares held during the financial year by KMP, including the number issued,

vested, exercised and forfeited is set out below.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 22

Vested and
Exercisable

Unvested Issued Forfeited Vested ExercisedVested and

Exercisable

Unvested

Daniel Bracken

FY19 LTI Plan

Tranche three- 55,010- - 55,010 (55,010)- -

FY20 LTI Plan

Tranche two- 35,615- - 35,615 (35,615)- -

Tranche three- 71,229- (4,915) 66,314 (66,314)- -

FY22 LTI Plan

Single Issue- 634,081- (634,081)- - - -

FY23 LTI Plan

Single Issue- 906,699- (155,743)- - - 750,956

FY24 LTI Plan

Single Issue- 1,123,592- (544,510)- - - 579,082

FY25 LTI Plan

Single Issue- - 1,986,468 (1,581,032)- - - 405,436

Vested and

Exercisable

Unvested Issued Forfeited Vested ExercisedVested and

Exercisable

Unvested

Andrew Lowe

FY19 LTI Plan

Tranche three- 16,733- - 16,733 (16,733)- -

FY20 LTI Plan

Tranche two- 6,424- - 6,424 (6,424)- -

Tranche three- 12,847- - - - - 12,847

FY22 LTI Plan-

Single Issue- 200,307- (200,307)- - - -

FY23 LTI Plan-

Single Issue- 195,411- - - - - 195,411

FY24 LTI Plan-

Single Issue- 241,871- - - - - 241,871

FY25 LTI Plan-

Single Issue- - 452,168- - - - 452,168

Total- 3,499,819 2,438,636 (3,120,588) 180,096 (180,096)- 2,637,771

Balance at

start of the year

Balance at

end of the year

Balance at

start of the year

Balance at

end of the year

*Share rights granted to Daniel Bracken during the reporting period were approved by shareholders at the Company's 2024 AGM as required by ASX Listing Rule

10.14.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 23

Sir Richard (Michael) Hill*
- - - -

148,330,600

- -

148,330,600

Gary Smith102,000

- -

102,000

1,953,578

David Whittle70,431

- -

70,431

Robert Fyfe

795,22023,157- 818,377

INSURANCE OF OFFICERS AND INDEMNITIES

The Company’s Constitution provides that it may indemnify any person who is, or has been, an officer of the Group, including the directors, the

Secretaries and other officers, against liabilities incurred whilst acting as such officers to the extent permitted by law. The Company has entered

into a Deed of Indemnity, Insurance and Access with each of the Company’s directors, Company Secretaries and certain other officers. No

director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the year.

The Company has paid a premium for insurance for officers of the Group. This insurance is against a liability for costs and expenses incurred by

officers in defending civil or criminal proceedings involving them as such officers, with some exceptions. The contract of insurance prohibits

disclosure of the nature of the liability insured against and the amount of the premium paid.

There were no non-audit services provided by the entity's auditor, Ernst & Young (Australia).

1,953,578

- -

1

Claudia Batten was appointed a non-executive director on 30 August 2024 and was promoted to Deputy Chair on 6 March 2025.

2

Andrea Slingsby was appointed as an alternative director to Sir Richard Michael Hill on 14 April 2025.

3

Daniel Bracken ceased as a director on 26 February 2025.

Claudia Batten

1

*Includes common shareholding due to a related party.

Andrea Slingsby

2

- - - -

EXECUTIVE DIRECTOR

Daniel Bracken

3

2,845,693156,939(3,002,632)-

VOTING OF SHAREHOLDERS AT LAST YEAR'S ANNUAL GENERAL MEETING

The Company received 98.16% of “For” votes on its remuneration report for FY24. The Company did not otherwise receive any specific feedback

at the AGM or throughout the year on its remuneration practices.

NON-AUDIT SERVICES

To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young, as part of the terms of its audit engagement

agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst &

Young during or since the financial year.

NON-DIRECTOR

Andrew Lowe

End of remuneration report.

Emma Hill*167,487,526

- -

167,487,526

SHAREHOLDINGS

NON-EXECUTIVE DIRECTORS

Balance at

start of the year

Received on exercise of

rights

Other changesBalance at

end of the year

NumberNumberNumberNumber

The number of ordinary shares held during the financial year by KMP is set out below:

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 24

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 (Cth) is included in this report.
ROUNDING OF AMOUNTS

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the Directors' Report.

Amounts in the Directors' Report have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, to

the nearest dollar.

AUDITOR'S INDEPENDENCE DECLARATION

R I Fyfe

Chair

Brisbane

25 August 2025

This report is made on 25 August 2025 in accordance with a resolution of directors as required by section 298 of the Corporations Act 2001.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 25

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation



Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au


Auditor’s independence declaration to the directors of Michael Hill

International Limited

As lead auditor for the audit of the financial report of Michael Hill International Limited for the

financial year ended 29 June 2025, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit;

b. No contraventions of any applicable code of professional conduct in relation to the audit; and

c. No non-audit services provided that contravene any applicable code of professional conduct in

relation to the audit.

This declaration is in respect of Michael Hill International Limited and the entities it controlled during

the financial year.




Ernst & Young




Kellie McKenzie

Partner

25 August 2025



NOTES20252024
$'000 $'000

A2643,655 644,929

A31,901 2,856

(254,217) (254,011)

D1(179,707) (182,670)

(15,055) (13,468)

(37,455) (42,052)

(24,796) (22,330)

F4(2,841)265

F5(7,400)-

F1(65,536) (68,013)

(518)(413)

(18,596) (26,847)

(20,335) (23,700)

Finance expensesF1(16,907) (14,914)

Profit/(loss) before income tax2,193 (368)

F8(94)(111)

2,099 (479)

NOTES20252024

Other comprehensive income

$'000 $'000

1,301 (1,228)

1,301 (1,228)

3,400 (1,707)

3,400 (1,707)

NOTES20252024

centscents

F20.55 (0.12)

F20.53 (0.12)

Basic earnings per share

Diluted earnings per share

CONSOLIDATED STATEMENT OF PROFIT OR

LOSS AND OTHER COMPREHENSIVE INCOME

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Earnings per share for profit/(loss) attributable to the ordinary equity holders of the

Company:

Revenue from contracts with customers

Other income

Cost of goods sold

Employee benefits expense

Occupancy costs

Marketing expenses

Selling expenses

Impairment/(reversal) of property, plant and equipment and other assets

Depreciation and amortisation expense

Income tax expense

Profit/(loss) for the year

Impairment of intangible assets

Owners of Michael Hill International Limited

Loss on disposal of property, plant and equipment

Administrative expenses

Other expenses

Item that may be reclassified subsequently to profit or loss:

Currency translation differences arising during the year

Other comprehensive income for the year, net of tax

Total comprehensive income/(loss) for the year

Total comprehensive income/(loss) for the year is attributable to:

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 27

NOTES20252024
$'000$'000

B110,248 20,174

F314,653 14,803

A4199,099 195,785

7,419 704

A2438 557

6,217 7,576

238,074 239,599

F31,232 990

A5121,470 133,988

F452,938 59,707

F547,463 57,803

F856,911 52,507

A2123 251

184 399

280,321 305,645

518,395 545,244

F668,685 68,135

A538,784 40,278

A216,785 19,616

F710,215 13,114

827 812

270 236

- 2,851

135,566 145,042

A5102,601 114,303

A249,984 52,955

B252,100 58,900

F77,525 7,163

212,210 233,321

347,776 378,363

170,619 166,881

F1012,850 12,763

1,450 (102)

156,319 154,220

170,619 166,881

CONSOLIDATED STATEMENT OF FINANCIAL

POSITION

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

ASSETS

Current assets

Cash and cash equivalents

Trade and other receivables

Inventories

Current tax receivables

Contract assets

Other current assets

Total current assets

Non-current assets

Trade and other receivables

Right-of-use assets

Property, plant and equipment

Intangible assets

Deferred tax assets

Contract assets

Other non-current assets

Total non-current assets

Total assets

LIABILITIES

Current liabilities

Trade and other payables

Lease liabilities

Contract liabilities

Provisions

Current tax liabilities

Deferred revenue

Deferred consideration

Total current liabilities

Non-current liabilities

Lease liabilities

Contract liabilities

Borrowings

Provisions

Contributed equity

Reserves

Retained profits

Total equity

Total non-current liabilities

Total liabilities

Net assets

EQUITY

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 28

NOTESCONTRIBUTED
EQUITY

SHARE BASED

PAYMENTS

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVE

CASH FLOW

HEDGE RESERVE

RETAINED

PROFITS

TOTAL

EQUITY

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

11,1122,56148- 174,894188,615

Loss for the year


- - - - (479)(479)

Currency translation differences


- - (1,228)- - (1,228)

Total comprehensive income/(loss) for the year


- - (1,228)- (479)(1,707)

Transactions with members in their capacity as owners:

Dividends paid/provided

B3- - - - (20,195)

(20,195)

Issue of share capital on exercise of share rights

1,651(1,651)- - -

-

Share-based payments expense

D3- 168- - -

168

1,651(1,483)- - (20,195)(20,027)

12,7631,078(1,180)- 154,220166,881

Profit for the year- - - - 2,0992,099

Currency translation differences- - 1,301- - 1,301

Total comprehensive income/(loss) for the year- - 1,301- 2,0993,400

Issue of share capital on exercise of share rights87(87)- - - -

Share-based payments expenseD3- 338- - - 338

87251- - - 338

Balance at 29 June 202512,8501,329121- 156,319170,619

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Transactions with members in their capacity as owners:

Attributable to owners of

Michael Hill International Limited

Balance at 2 July 2023

Balance at 30 June 2024

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 29

NOTES
20252024

$'000$'000

726,427 720,045

(603,363) (624,642)

123,064 95,403

243 318

647 1,674

(5,247) (3,641)

A5(11,167) (10,640)

(11,699) (11,912)

(40,770) (33,429)

B155,071 37,773

- 10

F4(8,787) (21,099)

F5(1,343) (6,510)

G1- (250)

(10,130) (27,849)

B269,400 124,500

B2(76,200) (65,600)

A5(48,067) (49,240)

B3- (20,195)

(54,867) (10,535)

(9,926)(611)

20,174 20,867

- (82)

B110,248 20,174

CONSOLIDATED STATEMENT OF CASH FLOWS

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers (inclusive of GST and sales taxes)

Payments to suppliers and employees (inclusive of GST and sales taxes)

Interest received

Other revenue received

Interest paid

Leasing interest paid

Income tax paid

Net GST and sales taxes paid

Net cash inflow from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment

Payments for property, plant and equipment

Payments for intangible assets

Acquisition of business

Net cash (outflow) from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings

Repayment of borrowings

Principal portion of lease payments

Cash and cash equivalents at the beginning of the financial year

Effects of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at the end of the financial year

Dividends paid to Company's shareholders

Net cash (outflow) from financing activities

Net decrease in cash and cash equivalents

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 30

CORPORATE INFORMATION32 F OTHER INFORMATION46
F1 Expenses46

A FINANCIAL OVERVIEW32F2 Earnings per share46

A1 Segment information32 F3 Trade and other receivables47

A2 Revenue33 F4 Property, plant and equipment48

A3 Other income35 F5 Intangible assets49

A4 Inventories35 F6 Trade and other payables51

A5 Leases35 F7 Provisions51

F8 Tax52

B CASH MANAGEMENT37F9 Auditors' remuneration53

B1 Cash and cash equivalents37 F10 Contributed equity53

B2 Borrowings37 F11 Reserves54

B3 Dividends38

G BUSINESS COMBINATION55

C FINANCIAL RISK MANAGEMENT39G1 Prior year acquisitions55

C1 Financial risk management39

C2 Derivative financial instruments42H GROUP STRUCTURE56

C3 Capital management42 H1 Interests in other entities56

H2 Deed of cross guarantee56

D REWARD AND RECOGNITION43H3 Parent entity financial information59

D1 Employee benefits43

D2 Key management personnel43I UNRECOGNISED ITEMS60

D3 Share-based payments43 I1 Contingencies and commitments60

I2

Events occurring after the end of the reporting

60

E RELATED PARTIES45

period

J

SUMMARY OF ACCOUNTING POLICIES AND

61

SIGNIFICANT ESTIMATES AND JUDGEMENTS

J1 Summary of material accounting policy information61

J2 Significant estimates and judgements69

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 31

A
A1

A2

A3

A4

A5 Leases

A1

Inventories

The amounts provided to the Board and Executive Management team in respect of total assets and liabilities are measured in a manner consistent

with the financial statements. These reports do not allocate total assets or total liabilities based on the operations of each segment or by

geographical location.

Management have determined the operating segments based on the reports reviewed by the Board and Executive Management team (chief

operating decision makers (CODM)) that are used to make strategic decisions. The Board and Executive Management team consider, organise and

manage the business primarily from a geographic perspective, being the country of origin where the sale and service was performed.

SEGMENT INFORMATION

The Group's operations are in three geographical segments: Australia, Canada and New Zealand.

TYPES OF PRODUCTS AND SERVICES

The Corporate and other segment includes revenue and expenses that do not relate directly to the relevant Michael Hill Group retail segments.

These predominately relate to refining income, head office staff sales, corporate costs and Australian based support costs, but also include

manufacturing activities, warehouse and distribution, interest and company tax. Inter-segment pricing is at arm's length or market value and inter-

segment revenue is eliminated on consolidation.

Michael Hill International Limited and its controlled entities sell goods and provide services to a number of customers from which revenue is

derived. There is no single customer from which the Group derives more than 10% of total consolidated revenue.

Michael Hill International Limited and its controlled entities operate predominately in the sale of jewellery and related services.

MAJOR CUSTOMERS

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

The consolidated financial statements of Michael Hill International Limited and its subsidiaries (collectively, the Group) for the 52 weeks ended 29

June 2025 were authorised for issue in accordance with a resolution of the directors on 25 August 2025. Michael Hill International Limited (the

Company or Parent) is a for profit company limited by shares incorporated in Australia. The Company is listed on the Australian Securities Exchange

('ASX') as its primary listing, and maintains a secondary listing on the New Zealand Stock Exchange ('NZX').

FINANCIAL OVERVIEW

Segment information

Revenue

Other income

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 32

AustraliaCanadaNew ZealandCorporateGroup pre-
adjustments

AdjustmentsMichael Hill

Group

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

364,059 179,798 99,429 369 643,655 - 643,655

364,059 179,798 99,429 369 643,655 - 643,655

(146,626) (71,764) (41,475)5,648 (254,217)- (254,217)

(90,588) (37,558) (19,727) (27,437) (175,310)(4,397) (179,707)

(44,271) (17,170) (9,200)(1,788) (72,429)57,374 (15,055)

(1,846)(991)(65)61 (2,841)- (2,841)

(7,400)--- (7,400)- (7,400)

15,886 20,835 12,476 (40,843)8,354 10,503 18,857

15,796 20,835 12,476 (46,249)2,858 (665)2,193

AustraliaCanadaNew ZealandCorporateGroup pre-

adjustments

AdjustmentsMichael Hill

Group

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

359,102 176,669 106,283 2,875 644,929 - 644,929

359,102 176,669 106,283 2,875 644,929 - 644,929

(142,028) (69,554) (42,897)468 (254,011)- (254,011)

(87,395) (36,752) (20,190) (32,384) (176,721)(5,949) (182,670)

(43,358) (17,417) (8,941)(1,845) (71,561) 58,093 (13,468)

(259)150 (104)478 265 - 265

29,211 21,039 13,509 (55,195)8,564 5,664 14,228

28,982 21,039 13,482 (58,895)4,608 (4,976)(368)

20252024

$'000 $'000

2,858 4,608

(4,397) (5,949)

57,374 58,093

(3,987) (5,068)

(38,488) (41,412)

(11,167) (10,640)

2,193 (368)

A2

20252024

$'000 $'000

609,597 609,337

32,030 32,700

590 1,216

1,438 1,676

643,655 644,929

The segment disclosures are prepared excluding the impact of AASB16 Leases and IFRIC SaaS guidance. An adjustment column representing

these entries has been included for the purposes of reconciliation to statutory results.

Adjustments

Employee benefits expense

Occupancy costs

Other income/(expenses)

Depreciation and amortisation expenses

Finance expenses

Group net profit/(loss) before tax

Segment net profit/(loss) before tax

Segment net profit/(loss) before tax

Cost of goods sold

Segment EBIT

Revenue from Professional Care Plans (PCP)

Interest and other revenue from in-house customer finance program

SEGMENT RESULTS

Income/(expenses)

Cost of goods sold

Year ended 29 June 2025

Revenue

Total revenue

External customers

Employee benefits expense

Occupancy costs

Impairment/(reversal) of property,

plant and equipment and other assets

Year ended 30 June 2024

Revenue from sale of goods and repair services

REVENUE

Segment EBIT

Segment net profit/(loss) before tax

Revenue

External customers

Total revenue

Income/(expenses)

Employee benefits expense

Impairment of intangible assets

Occupancy costs

Impairment reversal of property, plant

and equipment and other assets

Revenue from Lifetime Diamond Warranty (LTDW)

Total revenue from contracts with customers

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 33

AustraliaCanadaNew ZealandCorporate &
other

Total

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

345,805 169,631 93,793 368 609,597

18,254 10,167 5,636 1 34,058

364,059 179,798 99,429 369 643,655

AustraliaCanadaNew ZealandCorporate &

other

Total

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

339,948 166,057 100,167 3,165 609,337

18,824 10,612 6,116 40 35,592

358,772 176,669 106,283 3,205 644,929

20252024

$'000 $'000

347 426

214 382

561 808

60,146 66,041

5,968 5,652

655 878

66,769 72,571

20252024

$'000 $'000

22,404 23,371

2,676 4,317

(i)

(ii)

(iii)

The following table shows how much of the revenue recognised in the current reporting year relates to carried-forward contract liabilities and how

much relates to performance obligations that were satisfied or partially satisfied in a prior year:

ASSETS AND LIABILITIES RELATED TO CONTRACTS WITH CUSTOMERS

2025

Timing of revenue recognition

At a point in time

Over time

Deferred PCP bonuses

The Group offers a PCP product which is considered deferred revenue until such time that service has been provided. A PCP is a plan under which the

Group offers future services, such as cleaning, repairs and resizing, to customers based on the type of plan purchased. The Group subsequently

recognises the income in revenue in the Consolidated Statement of Profit or Loss and Other Comprehensive Income once these services are

performed. An estimate based on the timing and quantum of expected services under the plans is used as a basis to establish the amount of service

revenue to recognise in the Consolidated Statement of Profit or Loss and Comprehensive Income.

Right of return assets

2024

Timing of revenue recognition

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Direct and incremental sales staff bonuses associated with the sale of PCPs are capitalised in contract assets and amortised in proportion to the PCP

revenue recognised.

Sales of services for repair work performed is recognised in the accounting period in which the services are performed.

Deferred service revenue and expenses

Sale of goods

Sales of goods are recognised when a Group entity delivers a product to the customer. Retail sales are usually by cash, payment and instalment plans

or debit and credit cards. The recorded revenue is the gross amount of sale (excluding taxes), including any fees payable for the transaction and net

amounts deferred under AASB15 Revenue from Contracts with Customers such as significant financing components and potential customer returns.

Repair services

At a point in time

Over time

Impact on revenue recognised relating to performance obligations satisfied in previous years

Revenue recognised that was included in the contract liability balance at the beginning of the year

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue recognition patterns are regularly reassessed based on new and historical trends resulting in remeasurement of revenue recognised in

previous years.

Total contract assets

Deferred service revenue - PCP

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following geographical regions:

REVENUE RECOGNISED IN RELATION TO CONTRACT LIABILITIES

Deferred service revenue - Lifetime Diamond Warranty

Rights of return liabilities

Total contract liabilities

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 34

(iv)
(v)

(vi)

A3

20252024

$'000 $'000

-863

243 318

1,658 1,675

1,901 2,856

A4

20252024

$'000 $'000

5,839 4,224

186,775 183,908

6,485 7,653

199,099 195,785

A5

20252024

$'000 $'000

Right-of-use assets374,163 336,399

Less: Accumulated depreciation(252,693) (202,411)

121,470 133,988

NOTES

20252024

$'000 $'000

133,988 139,052

28,386 33,582

6,458 12,042

F1(47,988) (49,646)

626 (1,042)

121,470 133,988

20252024

$'000 $'000

38,784 40,278

102,601 114,303

141,385 154,581

Additional right-of-use assets relating to leases entered into during the year

Lease modifications agreed during the year

Depreciation expense

Other items

INVENTORIES

Non-current

Finished goods are held at the lower of cost and net realisable value (NRV). During the year, finished goods incurred a write-down of $474,000 (2024:

$1,106,000) to be carried at NRV. This is recognised in cost of goods sold in the consolidated statement of profit and loss and other comprehensive

income.

Net foreign exchange losses of $2,015,000 (2024: net foreign exchange gains of $863,000). Refer to note F1.

Interest received

Raw materials

Finished goods

Packaging and other consumables

LEASE LIABILITIES

Foreign currency translation

Closing carrying value

Current

OTHER INCOME

Net foreign exchange gains

LTDW is a warranty provided to customers with the purchase of jewellery items set with a diamond (excluding watches). This has been deemed a

service-type warranty and is calculated with reference to the estimated value of service provided to customers and the stand-alone value of

customers obtaining the service independently. Income in relation to the LTDW is recognised in line with the estimated pattern of customers utilising

this service-type warranty.

Right of return assets and liabilities

RECONCILIATION OF RIGHT-OF-USE ASSETS

Opening carrying value

LEASES

Deferred interest revenue

Interest revenue is deferred on the in-house customer finance program when the sale of the good or service occurs. It is calculated as the difference

between the nominal cash and cash equivalents received from customers and the discounted cashflows, on both interest and non-interest bearing

products. Interest revenue is brought to account over the term of the finance agreement, and the rate used for non-interest bearing products is in line

with current, comparable market rates.

Rights of return recognises the estimated returned sales under the Group's return policy, being 30 days for all countries.

RIGHT-OF-USE ASSETS

Management estimates the returned sales based on historical sale return information and any recent trends that may suggest future claims could

differ from historical amounts. For sales that are expected to be returned, the Group recognises a right of return liability. The associated inventory

value for sales that are expected to be returned is recognised as a right of return asset.

Lifetime Diamond Warranty

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 35

NOTES
20252024

$'000 $'000

154,581 158,593

28,749 35,247

5,508 11,400

F111,167 10,640

(59,234) (59,880)

614 (1,419)

141,385 154,581

Group as a lessee

Right-of-use assets

Lease liabilities

ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS

Lease repayments

Foreign currency translation

Closing carrying value

The incremental borrowing rate used in determining the lease liability ranged between 2.52% and 10.06% (2024: 2.13% and 10.06%).

Additional lease liabilities entered into during the year

Lease modifications agreed during the year

Interest expense

RECONCILIATION OF LEASE LIABILITIES

Opening carrying value

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a

lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets

recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-

value assets are expensed on a straight-line basis over the lease term.

At commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the

lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease

payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include

the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the

lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised

as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the

interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the

accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a

modification, a change in the lease term, a change in the lease payment (e.g., changes to future payments resulting from a change in an index or rate

used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets which

are recognised in the profit or loss. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to

use the underlying assets.

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-

use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in note J1(F).

The Group has several lease contracts that include extension options. These options are negotiated by management to provide flexibility in

managing the leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgement in determining

whether these extension options are reasonably certain to be exercised (refer to note J1).

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,

depreciation is calculated using the estimated useful life of the asset.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 36

B
B1

B2

B3

B1

20252024

$'000 $'000

10,248 20,174

20252024

$'000 $'000

Profit/(loss) for the year2,099 (479)

Adjustment for:

Depreciation of property, plant and equipmentF413,363 14,335

Depreciation of right-of-use assetsA547,988 49,646

Amortisation of intangible assetsF54,185 4,032

Impairment of property, plant and equipmentF42,066 -

Impairment of other intangible assetsF5(97)-

Impairment of Bevilles brand intangibles assetsF57,400 -

Non-cash employee benefits expense - share-based paymentsD3338 168

Make good interest149 288

Net loss on sale of non-current assets518 413

Net exchange differences(2,065)981

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables8 (147)

(Increase)/decrease in inventories(3,274) 7,349

(Increase)/decrease in deferred tax assets(4,405) (3,388)

(Increase)/decrease in other non-current assets343 98

(Increase)/decrease in other current assets1,867 (2,616)

(Decrease)/increase in trade and other payables2,445 (14,321)

(Decrease)/increase in current tax liabilities(6,700) (5,972)

(Decrease)/increase in provisions(5,612) (5,067)

(Decrease)/increase in contract liabilities(5,545) (7,547)

Net cash inflow from operating activities55,071 37,773

B2

CurrentNon-

current

TotalCurrentNon-

current

Total

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

- 52,100 52,100 - 58,900 58,900

- 52,100 52,100 - 58,900 58,900

In 2023, the Group extended its financing agreement with ANZ Banking Group and HSBC Australia for an availability period of three years,

maturing on the 31 August 2026. The financial arrangement includes a $92 million multi-option borrowing facility and ancillary working capital

facilities in line with the business requirements of the Group. At balance date, $52.1m was drawn on these facilities. Refer to note C3 for details of

covenants relating to the financing facilities.

20252024

CASH MANAGEMENT

Cash and cash equivalents

Borrowings

Dividends

RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW FROM OPERATING

ACTIVITIES

CASH AND CASH EQUIVALENTS

Cash at bank and on hand

Total secured borrowings

BORROWINGS

Bank loans

NOTES

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 37

B3
20252024

Ordinary shares

$'000 $'000

- 13,289

- 6,906

- 20,195

20252024

$'000 $'000

16,613 9,822

4,597 2,775

Franking and imputation credits

No final dividend was declared with respect to the year ended 29 June 2025 (2024: nil).

The franking credit amounts represent the balance of the franking account as at the end of the financial year, adjusted for franking credits that will

arise from the payment and refund of income tax payable.

No interim dividend was declared for the year ended 29 June 2025 (2024: 1.75 cents)

DIVIDENDS

The dividends paid in the previous financial period were not fully imputed and not franked.

Imputation credits (NZ$) available for subsequent reporting periods based on New Zealand tax rate of 28.0% (2024:

28.0%)

Franking credits available for subsequent reporting periods based on a tax rate of 30.0% (2024: 30.0%)

The above imputation credit amounts represent the balance of the imputation account as at the end of the financial year, adjusted for imputation

credits that will arise from the payment and refund of income tax payable.

No final dividend was declared for the year ended 30 June 2024 (2023: 3.5 cents)

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 38

C FINANCIAL RISK MANAGEMENT
C1

C2

C3

C1 FINANCIAL RISK MANAGEMENT

Management

USDNZDCADEURTHBUSDNZDCADEURTHB

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

Cash and cash equivalents26 5 10 27 - 529 -5 --

Trade receivables117 4 30 6 - 6 38 83 27 -

Trade payables(11,495) (1,455) (139) (1,194) (6,522) (7,229) (84) (89) (359)-

Forward exchange contracts:

Buy foreign currency6,000 - - - - - - - - -

Net foreign currency exposure (5,352) (1,446) (99) (1,161) (6,522) (6,694) (46) (1) (332)-

The Group's overall risk management program includes a focus on financial risk including the unpredictability of financial markets and

foreign exchange risk.

20242025

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, including the purchase

of inventory. Where it is considered appropriate, the Group enters into forward foreign exchange contracts to buy specified amounts of

various foreign currencies in the future at a pre-determined exchange rate.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a currency

that is not the entity’s functional currency and net investments in foreign operations.

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk

and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise

potential adverse effects on the financial performance of the Group. The Group seeks to use derivative financial instruments such as foreign

exchange contracts and interest rate swaps to hedge certain risk exposures as required by its treasury policy. Derivatives are exclusively

used for hedging purposes, i.e. not as trading or other speculative instruments. The Group may use different methods to measure different

types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks and

ageing analysis for credit risk.

The Group's exposure to foreign currency risk at the end of the reporting year, expressed in the presentation currency, was as follows:

Exposure

Financial risk management

Derivative financial instruments

Capital management

Rolling cash flow forecasts

Ageing analysis

- foreign exchange

- interest rate

Cash flow forecasting and

sensitivity analysis

Sensitivity analysis

Sensitivity analysis

Market risk

- input prices

Credit risk

Liquidity risk Borrowings and other

liabilities

RiskExposure arising fromMeasurement

Future commercial

transactions

Recognised financial assets

and liabilities not

denominated in AUD

Long-term borrowings at

variable rates

Components of finished

goods

Cash and cash equivalents

and trade receivables

Forward exchange contracts (FEC)

Interest rate swaps

End product pricing flexibility

Diversification of bank deposits, credit

limits and letters of credit

Availability of committed credit lines and

borrowing facilities

MARKET RISK

The policies are overseen by the Board and executed by management who undertake regular reviews to enable prompt identification of

financial risks so that appropriate actions may be taken.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 39

Foreign exchange rate sensitivities
AUD increases 10%

AUD decreases 10%

Variable rate borrowings

Bank overdrafts and bank loans

Net exposure to cash flow interest rate risk

Interest rates - increase by 100 basis points

Interest rates - decrease by 100 basis points

419 387

Impact on other components of equityImpact on pre-tax profit

20252024

$'000$'000$'000

% of total loans

2024

$'000

% of total loans

52,100

Weighted average

interest rate

Balance

%$'000

-

-

-

The Group's main interest rate risk arises from long-term borrowings and cash. Borrowings issued at variable rates expose the Group to

cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain fixed

interest cover of core debt in line with the Group's treasury policy. As the Group has a working capital facility, no core debt (corporate long

term debt) was identified.

To manage variable interest rate borrowings risk, the Group may enter into interest rate swaps in which the Group agrees to exchange, at

specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional

principal amount. At 29 June 2025, the Group had no core debt and there were no swaps in place (2024: no core debt and no swaps in place).

$'000

20252024

Sensitivity

-

2025202420252024

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

(419)(387)

The interest rate derivatives require settlement of net interest receivable or payable each 30 days and are settled on a net basis.

The exposure of the Group’s borrowings to interest rate changes at the end of the reporting year are as follows:

An analysis by maturities is provided below. The percentage of total loans shows the proportion of loans that are currently at variable rates in

relation to the total amount of borrowing.

The details of the variable rate borrowings outstanding are outlined below.

Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. All other

non-derivative financial liabilities have a contractual maturity of less than 6 months.

100%

58,900

58,900

100%

100%

6.48%52,100 6.30%58,900

52,100 58,900

29 June 2025

%$'000

Sensitivity

The following table summarises the sensitivity of the Group's financial assets and financial liabilities to foreign currency risk. The foreign

exchange sensitivities are based on the Group's exposure existing at balance date. Sensitivity figures are pre-tax.

INTEREST RATE RISK

30 June 2024

Impact on pre-tax profit Impact on other components of equity

1,064 643

(786)(1,300)

-

-

-

-

2025

$'000

52,100

100%

Weighted

average interest

rate

Balance

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 40

CREDIT RISK
LIQUIDITY RISK

Floating rate



37,900

39,900

2024

$'000

2,000

31,100

33,100

2025

$'000

For FY26, the Group facility limits remain in place, however the seasonal lift reduces to $20 million for the four-month period from 15

September 2025. The following were undrawn from these facilities at the end of the reporting year:

2,000

The Group maintains prudent liquidity risk management with sufficient cash and the availability of funding through an adequate amount of

committed credit facilities.

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations and execute the Group's

operational and strategic plans. The Group continually assesses its capital structure and makes adjustments to it with reference to changes

in economic conditions and risk characteristics associated with its underlying assets.

Maturities of financial liabilities

Financing arrangements

In FY25, the Group had access to an overdraft facility, as well as a $90 million working capital facility, which increased by $40 million for the

four-month period from 15 September 2024 to support seasonal working capital requirements for Christmas trade.

The maturity date of the financing facilities provided to the Group by both Australia and New Zealand Banking Group Limited and The

Hongkong and Shanghai Banking Corporation Limited, Sydney Branch is 31 August 2026.

- Expiring beyond one year (bank overdrafts)

- Expiring beyond one year (bank loans)

Credit risk is managed on a Group basis and refers to the risk of a counterparty failing to discharge an obligation. In the normal course of

business, the Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash and short

term deposits with only high credit quality financial institutions. Sales to retail customers are required to be settled via cash, major credit

cards or passed onto various credit providers in each country.

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on financial instruments. The

Group provides interest-free consumer credit in Canada as a secondary product and the credit risk exposure which exists against this

financial instrument is detailed in note F3. Other than the loss allowance recognised in trade and other receivables in note F3, no financial

assets were impaired or past due. The maximum exposure to credit risk at the end of the reporting year is the carrying amount of each class

of financial assets disclosed in note F3.

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying

balances as the impact of discounting is not significant.

net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the

timing of the cash flows.

all non-derivative financial liabilities, and

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 41

Contractual maturities of financial liabilities
Less

than 6

months

6-12

months

Between 1

and 2

years

Between

2 and 5

years

Over 5

years

Total

contractual

cash flow

At 29 June 2025

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

Non-derivatives

25,275 22,173 36,572 54,526 43,285 181,831

Trade payables68,685 ---- 68,685

Borrowings-- 55,468 -- 55,468

Total non-derivatives93,960 22,173 92,040 54,526 43,285 305,984

Derivatives

Outward payments FECs9,188 ---- 9,188

Inward receipts FECs(9,166)---- (9,166)

Net FECs22 ----22

At 30 June 2024

Non-derivatives

24,939 22,942 36,140 54,198 17,343 155,562

Trade payables68,135 ---- 68,135

Borrowings--- 58,900 - 58,900

Total non-derivatives93,074 22,942 36,140 113,098 17,343 282,597

C2 DERIVATIVE FINANCIAL INSTRUMENTS

C3 CAPITAL MANAGEMENT



There are a number of external bank covenants in place relating to debt facilities. These covenants are calculated and reported to the banks

quarterly on a pre-AASB16 Leases basis. The principal covenants relating to capital management are: fixed cover charge ratio, gross debt to

EBITDA, gross debt to capitalisation, and net debt to inventory. Net debt encompasses interest-bearing loans and borrowings, offset by

cash and short-term deposits. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

There have been no breaches of these covenants for the quarters up to and including 29 June 2025.

The Group's objectives when managing capital are to:

safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other

stakeholders, and

maintain an optimal capital structure to reduce the cost of capital.

To optimize or maintain its capital framework, the Group may adjust dividend payouts to shareholders, return capital to investors, issue new

shares, or sell assets to reduce debt.

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments

are foreign currency risk and interest rate risk. The Group does not apply hedge accounting.

Lease liabilities

Lease liabilities

The Group strategically manages its capital structure, adapting it to reflect shifts in economic conditions and align with financial covenant

requirements.

The Group did not hold any derivatives at financial year end.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 42

D
D1

D2

D3

D1

20252024

EMPLOYEE BENEFITS

$'000$'000

Employee wages156,046 160,303

Employee wages on-costs and post-retirement benefits23,323 22,199

Employee share-based payments expense338 168

179,707 182,670

D2

20252024

$$

Short-term employee benefits2,278,456 2,577,041

Long-term benefits(60,508) 33,593

Post-employment benefits78,709 88,162

Share-based payments(36,825) 182,878

2,259,832 2,881,674

D3

Set out below are summaries of options granted under the plan:

Average exercise

price per option

Number of

options

Average

exercise price

per option

Number of

options

Opening balance NZD options1.40 200,000 1.70 700,000

Expired during the year1.63 (100,000)1.82 (500,000)

Closing balance NZD options1.17 100,000 1.40 200,000

Opening balance AUD options1.56 300,000 1.56 300,000

Closing balance AUD options1.56 300,000 1.56 300,000

Grant dateExpiry dateExercise price20252024

10 November 201430 September 2024NZ$1.63- 100,000

22 January 201630 September 2025NZ$1.14100,000 100,000

22 September 201630 September 2026AU$2.12100,000 100,000

5 October 201730 September 2027AU$1.44100,000 100,000

22 September 201830 September 2028AU$1.11100,000 100,000

400,000 500,000

20252024

Options outstanding at the end of the year have the following expiry dates and exercise prices:

The weighted average remaining contractual life of share options outstanding at the end of the period was 1.8 years (2024: 2.3 years).

The exercise price will be converted to Australian dollars using the Reserve Bank of Australia exchange rate on the day the option is exercised.

KEY MANAGEMENT PERSONNEL

REWARD AND RECOGNITION

Key management personnel

Share-based payments

SHARE-BASED PAYMENTS

Employee benefits

EMPLOYEE BENEFITS

OPTIONS

Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions to issue options to related

parties of Michael Hill International Limited are subject to the approval of shareholders at the Annual General Meeting in accordance with the

Company's constitution.

Options are granted under the plan for no consideration. Options expire ten years after granted, vest over five years, are exercisable at any time

during the final five years and vesting is subject to remaining employed by the Group.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 43

`
Average fair

value per

share right

Number of

share rights

Average fair

value per

share right

Number of

share rights

Opening balance 1.09 7,434,253 0.47 10,054,881

Granted0.39 5,943,791 0.45 3,138,838

Exercised0.44 (195,313)0.33 (4,935,079)

Forfeited0.37 (4,256,416)0.48 (824,387)

Closing balance1.35 8,926,315 1.09 7,434,253

20252024

Number of rights5,943,791 3,138,838

Share price$0.59$0.82

Annualised volatility40%40%

Expected dividend yield5.7%9.0%

Risk free rate3.95%4.11%

Fair value of share right$0.39$0.45

20252024

$'000$'000

338 168

Equal to or greater than 20% CAGR

EPS CAGR

Less than 5% CAGR

Between 5% CAGR and <10% CAGR

Equal to or greater than 10% CAGR

20252024

The Company’s Equity Incentive Plan was approved by shareholders at the 2023 Annual General Meeting held on 14 November 2023 (Plan). The

Plan allows the Board to issue share rights to executive directors, executives and other senior leaders eligible to participate in the Plan.

Share rights issued during the current financial year used the Monte Carlo model to determine the fair value of share rights using the following

inputs:

The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume weighted average share

price ('VWAP') of Michael Hill International Limited shares over ten trading days following the shares trading subsequent to the final Annual results

announcement.

Vesting outcome

No share rights vest

EPS: 20% of share rights vest for each 1% increase in CAGR

TSR: 10% of share rights vest for each 1% increase in CAGR

100% of share rights vest

During the year, the Board agreed to grant 5,943,791 share rights to eligible participants.

TSR CAGR

Less than 10% CAGR

Between 10% CAGR and <20% CAGR

ACCOUNTING POLICY

Options

Each share right represents a right to receive on ordinary share in the Company, subject to the terms and conditions of the Plan including

satisfaction of certain performance metrics. An allocation of share rights is made to an eligible participant on an annual basis typically calculated as

a percent of the value of their total fixed remuneration. 50% of a participants share rights are allocated to an earnings per share (EPS) performance

hurdle and 50% of share rights are allocated to a total shareholder return (TSR) performance hurdle. Vesting of the share rights is subject to the

Company achieving a minimum compound annual growth rate (CAGR) in EPS or TSR (as the case requires) over three years (Performance Period).

Subject to the participant remaining an employee of the Group at the end of the Performance Period, the share rights vest based on the following

vesting schedule:

Expenses arising from share-based payment transactions

SHARE RIGHTS

The fair value was measured at grant date and is recognised over the period during which the employees become unconditionally entitled to the

options. The fair value at grant date for options issued during prior financial years was independently determined using a Binomial option pricing

model, which is an iterative model for options that can be exercised at times prior to expiry. The model takes into account the grant date, exercise

price, market performance conditions, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected

price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. It also assumes the

options will be exercised at the mid-point of the exercise period.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 44




E

20252024

Related party transactions

$$

36,544 -

Share rights are granted to eligible senior executives in accordance with the Company's deferred compensation plan ('LTI'). The fair value of rights

granted is recognised as an employee benefit expense with a corresponding increase in equity.

The fair value was measured at grant date using the Monte Carlo method and is recognised over the period during which the employees become

unconditionally entitled to the rights.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At

the end of each year, the entity revises its estimates of the number of share rights that are expected to vest based on the non-market vesting and

service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Upon the exercise of the share rights, the balance of the share-based payments reserve relating to those rights is transferred to share capital.

The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be

expensed is determined by reference to the fair value of the options granted:

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At

the end of each year, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and

service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Contribution to Michael Hill Violin Charitable Trust

Share rights

RELATED PARTIES

Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.

including any market performance conditions (e.g. the entity’s share price)

excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an

employee of the entity over a specified period), and

including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time).

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 45

F
F1

F2

F3

F4

F5

F6

F7

F8

F9

F10

F11

F1

20252024

$'000$'000

F413,363 14,335

Depreciation on right-of-use assetsA547,988 49,646

Total depreciation61,351 63,981

Amortisation on software F54,185 4,032

Total amortisation4,185 4,032

Total depreciation and amortisation65,536 68,013

20252024

FINANCE COSTS

$'000$'000

A511,167 10,640

5,591 3,986

Interest on make good provision149 288

16,907 14,914

20252024

$'000$'000

2,015 -

F2

RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE

20252024

Basic earnings per share

$'000$'000

2,099 (479)

Diluted earnings per share

2,099 (479)

20252024

NumberNumber

384,744,855 383,793,875

Adjustments for calculation of diluted earnings per share:

8,471,976 -

393,216,831 383,793,875

EXPENSES

NOTES

OTHER INFORMATION

Expenses

Earnings per share

Trade and other receivables

Options and share rights granted to employees under the Michael Hill International Limited Employee Option Plan are considered to be potential

ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. All options

outstanding at financial year end were considered to be anti-dilutive. The options and share rights have been excluded in the determination of basic

earnings per share. Details are set out in note D3.

DEPRECIATION AND AMORTISATION

Bank and interest charges

FOREIGN EXCHANGE

WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR

Property, plant and equipment

Intangible assets

Trade and other payables

Provisions

Tax

Auditors' remuneration

Contributed equity

Reserves

Depreciation on property, plant and equipment

NOTES

Interest on lease liabilities

Profit/(loss) from continuing operations attributable to the ordinary equity holders of the

Company

Weighted average number of ordinary and potential ordinary shares used as the denominator

in calculating diluted earnings per share

Share rights

1

1

The weighted average share rights of 7,465,931 have been excluded from the calculation of potential ordinary shares in 2024 as they are anti-dilutive.

Net foreign exchange loss

EARNINGS PER SHARE

Profit/(loss) attributable to the ordinary equity holders of the Company used in calculating basic

earnings per share

Weighted average number of ordinary shares used as the denominator in calculating basic

earnings per share

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 46

F3
CurrentNon-currentTotalCurrentNon-currentTotal

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

Trade receivables3,446 -3,446 3,778 - 3,778

(57)-(57)(127)- (127)

3,389 -3,389 3,651 -3,651

Canadian in-house customer finance5,401 1,279 6,680 5,775 1,022 6,797

(207)(47)(254)(184)(33)(217)

5,194 1,232 6,426 5,591 989 6,580

6,070 -6,070 5,561 1 5,562

14,653 1,232 15,885 14,803 990 15,793

20252024

Ageing of trade receivables

$'000$'000

3,248 3,175

129 396

35 146

34 61

3,446 3,778

20252024

Movements in the provision for ECL of trade receivables are as follows:

$'000$'000

127 225

57 127

(127)(225)

57 127

20252024

Ageing of Canadian in-house customer debtor finance

$'000$'000

6,153 6,083

244 368

283 346

6,680 6,797

TRADE AND OTHER RECEIVABLES

Provision for expected credit loss

Provision for expected credit loss

Sundry debtors

ECL and risk exposure

Current

An ECL analysis is performed at each reporting date. The maximum exposure to credit risk is the carrying value of in-house customer finance

program and trade receivables. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to these

receivables as low. For further details refer to note C1.

< 30 days past due

30 - 60 days past due

60+ days past due

Opening balance

Additional provisions recognised

Net amounts written off

Closing balance

Current, aged 0 - 30 days

2024

Past due, aged 31 - 90 days

Past due, aged more than 90 days

Trade receivables

2025

All receivables are non-interest bearing except for a small portion of in-house customer finance receivables. In-house customer finance receivables

are recognised net of significant financing components determined in accordance with AASB15 Revenue from Contracts with Customers.

Sundry debtors

Trade receivables from sales made to customers through third party credit providers are non-interest bearing and are generally on 0 - 30 day terms.

Sundry debtors relates to supplier credits, security deposits, insurance recoveries and other sundry receivables. Based on the credit history of these

debtors, it is expected that these amounts will be received when due and no impairment is recognised.

Effective interest rates

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 47

20252024
$'000$'000

217 184

259 237

(226)(197)

4 (7)

254 217

F4

Plant and

equipment

Fixtures and

fittings

Leasehold

improvements

Display

materials

Total

At 2 July 2023

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

41,122 38,353 98,342 9,743 187,560

(30,595) (30,876)(64,118)(4,165)(129,754)

10,527 7,477 34,224 5,578 57,806

10,527 7,477 34,224 5,578 57,806

(211)(60)(320)(31)(622)

5,337 4,291 6,385 1,110 17,123

Acquired as part of business combinationG1132 23 --155

(157)(136)(99)(28)(420)

(2,859)(2,256)(6,529)(2,691)(14,335)

12,769 9,339 33,661 3,938 59,707

At 30 June 2024

45,104 41,086 102,283 10,527 199,000

(32,335)(31,747) (68,622)(6,589)(139,293)

12,769 9,339 33,661 3,938 59,707

At 29 June 2025

12,769 9,339 33,661 3,938 59,707

57 67 199 20 343

1,547 3,167 3,858 557 9,129

(293)(167)(338)(14)(812)

(3,184)(2,411)(6,672)(1,096)(13,363)

(249)(244)(1,566)(7)(2,066)

10,647 9,751 29,142 3,398 52,938

At 29 June 2025

44,634 41,991 102,343 10,778 199,746

Accumulated depreciation and impairment(33,987) (32,240)(73,201)(7,380) (146,808)

Net book amount10,647 9,751 29,142 3,398 52,938

AustraliaCanadaNew ZealandMichael Hill

Group

1,296 525 82 1,903

1,296 525 82 1,903

Impairment loss

Additions

Disposals

Depreciation charge

Impairment loss

Closing net book amount

Cost

Opening net book amount

Exchange difference

Additions

PROPERTY, PLANT AND EQUIPMENT

Cost

Accumulated depreciation and impairment

Opening net book amount

Exchange difference

Current year

The recoverable amount of each store has been determined based on the value-in-use approach. As a result of the annual impairment assessment

performed, a total impairment expense of $1.9m was recognised in relation to the stores within the Group.

Closing net book amount

Disposals

Depreciation charge

Net book amount

Movements in the provision for ECL of Canadian in-house customer debtor finance are as follows:

Opening balance

The Group treats each store as a separate cash-generating unit for impairment testing of property, plant and equipment and right-of-use assets. A

review of impairment indicators was performed resulting in an impairment loss being recorded. The accounting policy for this is disclosed in note

J1(J).

Additional provisions recognised

Net amounts written off

Exchange differences

Closing balance

NOTES

Year ended 30 June 2024

As per the Group's accounting policies, the Group impairs assets where the recoverable amount is less than the carrying amount and reverses the

impairment if no longer applicable. This also includes assets held at stores facing closure. Any assets held at an impaired store that are able to be

redeployed throughout the Group are not impaired.

Cost

Accumulated depreciation and impairment

Net book amount

Impairment loss

Closing net book amount

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 48


4 - 7 years


3 - 5 years


6 - 10 years


6 - 10 years


2 - 5 years

F5

GoodwillBrand, Loyalty

Programs &

Trademarks

Computer

software

Total

At 2 July 2023

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

17,695 20,500 33,509 71,704

--(17,794)(17,794)

17,695 20,500 15,715 53,910

17,695 20,500 15,715 53,910

--(113)(113)

--6,510 6,510

G1150 --150

1,378 --1,378

--(4,032)(4,032)

19,223 20,500 18,080 57,803

At 30 June 2024

19,223 20,500 40,001 79,724

--(21,921)(21,921)

19,223 20,500 18,080 57,803

Year ended 29 June 2025

19,223 20,500 18,080 57,803

--(1)(1)

--1,343 1,343

--(97)(97)

-(7,400)-(7,400)

--(4,185)(4,185)

19,223 13,100 15,140 47,463

At 29 June 2025

19,223 20,500 41,326 81,049

-(7,400)(26,186)(33,586)

19,223 13,100 15,140 47,463

Net book amount

Depreciation methods and useful lives

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over

their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

Closing net book amount

Cost

Accumulated amortisation

Net book amount

Impairment of brand intangible assets

INTANGIBLE ASSETS

Net book amount

Year ended 30 June 2024

Opening net book amount

Exchange difference

Accumulated amortisation and impairment

Display materials

Leasehold improvements

Fixtures and fittings

Motor vehicles

Plant and equipment

Acquired as part of business combination

Amortisation charge

Closing net book amount

Cost

Cost

Accumulated amortisation and impairment

NOTES

Additions

PPA adjustment

Opening net book amount

Exchange difference

Additions

Impairment of other intangible assets

Amortisation charge

Prior year

There has been no impairment of property, plant and equipment in the prior year.

Key assumptions used for value-in-use

The pre-tax discount rates used in determining the recoverable amount ranged between 7.58% and 9.84%, depending on the geographical segment

of the assets. These assumptions have been used for the analysis of each CGU, in line with the expected long-term inflation of each geographical

location and store EBIT with no terminal value.

Impact of possible changes in key assumptions

Any addverse movements in key assumptions will not lead to a further impairment.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 49

20252024
$'000$'000

11,929 19,329

1,171 1,171

13,100 20,500










Key assumptions used for value-in-use / fair value less cost to sell calculations

The recoverable amount has been calculated using the value-in-use method. A pre-tax discount rate of 7.58% (2024: 8.05%) was applied. For the

purposes of impairment testing, a long-term growth rate of 2.4% (2024: 3.6%) was used to extrapolate cash flows beyond the budget period and

calculate a terminal value, in line with the Australian expected long-term inflation.

Impact of possible changes in key assumptions

The basis of estimation of the five-year cash flows uses the following key operating assumptions:

Five-year budgeted EBITDA is based on management’s forecasts of revenue;

Revenue forecasts take into account historical revenue and consider external factors such as market sector and geography; and

Costs are calculated taking into account historical margins, forecast increases and estimated inflation rates over the period.

Indefinite life brand names

The royalty rate has been applied at 2.40%, indicating the hypothetical royalties the Group would have to pay for the use of the brand asset if it did

not own it.

Goodwill

The carrying value of goodwill is not sensitive to changes in key assumptions.

Indefinite life brand names

The carrying value of the brand now approximates its recoverable value. Any adverse movements in key assumptions may lead to a further

impairment.

A long-term growth rate of 2.50% (2024: 2.40%) has been used to calculate a terminal value; and

The Group tests goodwill and indefinite life intangibles (brand names) annually for impairment, in accordance with the accounting policy stated in

note J1(K). For all cash-generating units (CGUs) which contain goodwill or indefinite life intangibles and all other CGUs which show an indicator of

impairment, the recoverable amounts have been determined based on the higher of fair value less costs of disposal or value-in-use calculations.

Current year

There was no impairment of goodwill in the current year.

Impairment tests

Prior year

There was no impairment of goodwill or indefinite life brand names in the prior year.

Goodwill acquired through business combinations is allocated to the Australian CGU, which is a reportable segment. The brand intangible asset with

an indefinite useful life is allocated based on the cashflows for which the brand operates.

Brand, Loyalty Programs &

Trademarks

Bevilles brand

Other

Total

Goodwill

Indefinite life brand names

The recoverable amount of the Bevilles brand has been determined based on a fair value less cost to sell calculation, using the income approach,

specifically the relief from royalty method, to fair value the brand. As a result of the annual assessment performed, an impairment expense of $7.4m

was recognised in relation to the Bevilles brand name. The impairment expense decreases the carrying value of the Bevilles brand to $11.9m. The

impairment arose during the period given economic conditions and the results of the Bevilles business since the acquisition.

Goodwill

The recoverable amount has been calculated using the fair value less cost to sell method, using a discounted cash flow analysis. This is a level 3

estimate. The basis of estimation of the ten-year cash flows uses the following key operating assumptions:

Three-year budgeted EBITDA is based on management's forecasts of revenue, taking into account the expected growth in the business in the

coming years as a result of improving econcomic conditions and market sentiment of both retail and online operations;

Revenue forecasts take into account historical revenue and consider external factors such as market sector and geography. These financial

revenue estimates are projected for a further seven years based on an average growth rate of 3.9%;

Costs are calculated taking into account historical margins, forecast increases and estimated inflation rates over the period, consistent with the

locations in which Bevilles operate;

A long-term EBIT margin has been applied for forecasts beyond FY27 at 7.10%;

A discount rate of 13.75% (2024: 15.50%) was applied. The discount rate is based on available market data and data from comparable listed

companies within the jewellery industry and is determined using the weighted average cost of capital.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 50

F6
20252024

$'000$'000

40,763 38,448

8,718 9,050

1,527 2,057

3,174 3,471

14,503 15,109

68,685 68,135

F7

20252024

CurrentNon-currentTotalCurrentNon-currentTotal

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

Employee benefits7,801 2,127 9,928 9,932 2,195 12,127

Assurance-type warranties1,678 -1,678 2,222 -2,222

Make good provision244 5,398 5,642 597 4,968 5,565

Restructuring costs492 -492 363 -363

10,215 7,525 17,740 13,114 7,163 20,277

Employee

benefits

Assurance-type

warranties

Make good

provision

Restructuring

costs

Total

Movements in provisions

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

Opening carrying amount12,128 2,221 5,565 363 20,277

Changes in provisions recognised939 (543)(53)492 835

Amounts incurred and charged(3,165)-117 (363)(3,411)

Exchange differences26 -13 -39

Closing carrying amount9,928 1,678 5,642 492 17,740

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Employee benefits

Assurance-type warranties

Make good provision

TRADE AND OTHER PAYABLES

Trade payables

Annual leave liability

Accrued expenses

Consumption taxes payable

Other payables

PROVISIONS

Employee benefits includes provision for long service leave, assessment of employee benefits in New Zealand and the provision for remediation.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end

of the reporting year.

The liability for long service leave is measured as the present value of expected future payments to be made in respect of services provided by

employees up to the reporting date using the projected unit credit method.

Provision is made for the Group’s assurance-type warranties, being 12 month guarantee on the quality of workmanship and the 3 year watch

guarantee. In addition, all Michael Hill watches sold before 30 June 2018 included a lifetime battery replacement guarantee. Management estimates

the provision based on historical sale return information and any recent trends that may suggest future claims could differ from historical amounts.

The Group has an obligation to restore certain leasehold sites to their original condition upon store closure or relocation. This provision represents

the present value of the expected future make good commitment. Amounts charged to the provision represent both the cost of make good costs

incurred and the costs incurred which mitigate the final liability prior to the closure or relocation.

In determining the employee remediation provision, management has applied certain assumptions and judgements including interpretation of

relevant legal requirements and expectations regarding final settlement of obligations with the regulator. Any such estimates and assumptions may

change as new information becomes available and/or when the remediation program is completed and approved by the regulator.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 51



F8

INCOME TAX EXPENSE

20252024

Current tax

$'000$'000

Current tax on profits for the year4,669 4,145

Adjustments for current tax of prior periods(185)(349)

Total current tax expense4,484 3,796

Deferred income tax

(Increase)/decrease in deferred tax assets(4,348)(4,043)

Adjustments for deferred tax of prior periods185 358

Rerecognised tax losses utilised during the year(227)-

Total deferred tax expense/(benefit)(4,390)(3,685)

Income tax expense94 111

Deferred income tax (benefit)/expense included in income tax comprises:

Increase in deferred tax assets(9,753)(8,315)

Increase in deferred tax liabilities5,404 4,272

(4,349)(4,043)

20252024

NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX PAYABLE

$'000$'000

Profit before income tax expense2,193 (368)

Tax at the Australian tax rate of 30.0% (2024: 30.0%)658 (111)

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Non-deductible expenditure/non-assessable income403 730

1,061 619

Difference in overseas tax rates(774)(543)

Adjustments for current tax of prior periods(187)(349)

Adjustments for deferred tax of prior periods185 358

Utilisation of tax losses not recognised(191)-

Tax losses not recognised- 26

Income tax expense94 111

20252024

$'000$'000

Unused United States tax losses for which no deferred tax asset has been recognised37,922 36,939

Potential tax benefit @ 25.0%9,481 9,235

Unused New Zealand tax losses for which no deferred tax asset has been recognised1,574 2,593

Potential tax benefit @ 28.0%441 726

Restructuring

there is a detailed formal plan that identifies the business or part of the business concerned, the location and number of employees affected, the

detailed estimate of the associated costs, and the timeline; and

the employees affected have been notified of the plan’s main features.

UNRECOGNISED POTENTIAL DEFERRED TAX ASSETS

The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting against future taxable profits of the

countries in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as it is unknown when the New Zealand

losses may be used to offset taxable profits and the United States losses are not expected to be used.

A provision has been raised for the estimated staffing exit costs from business structure changes. Restructuring provisions are recognised only

when the Group has a constructive obligation, which is when:

TAX

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 52

20252024
DEFERRED TAX BALANCES

$'000$'000

The balance comprises temporary differences attributable to:

Expected credit loss provision78 83

Fixed assets and intangibles12,935 5,018

Intangible assets from intellectual property transfer13,837 19,883

Deferred expenditure(61)(109)

Prepayments16 9

Deferred service revenue859 364

Right-of-use assets(35,363)(39,012)

Lease liabilities44,178 48,177

Provisions14,343 15,503

Unrealised foreign exchange losses(20)(78)

Sundry items(26)(8)

Inventories42 4

Tax losses recognised6,093 2,673

Net deferred tax assets56,911 52,507

Expected settlement:

Deferred tax assets expected to be recovered within 12 months32,138 29,969

Deferred tax assets expected to be recovered after more than 12 months24,773 22,538

56,911 52,507

Movements:

Opening balance at 1 July 202452,507 49,118

Credited/(charged) to the income statement4,348 4,043

Prior year adjustment(185)(358)

Foreign exchange differences241 (296)

Closing balance at 29 June 202556,911 52,507

F9

20252024

$$

549,581 577,443

549,581 577,443

F10

2025202420252024

SHARE CAPITAL

SharesShares$'000$'000

384,819,276 384,623,963 12,850 12,763

384,819,276 384,623,963 12,850 12,763

Total

MOVEMENTS IN ORDINARY SHARES

$'000

379,688,884 11,112

4,935,079 1,651

384,623,963 12,763

195,313 87

384,819,276 12,850

Balance at 29 June 2025

Balance at 30 June 2024

Opening balance at 3 July 2023

Rights converted

Rights converted

CONTRIBUTED EQUITY

ERNST & YOUNG (AUSTRALIA)

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, Michael Hill International Limited, its

related practices and non-related audit firms:

Fees for auditing the statutory financial report of the Company and its subsidiaries

Number of

shares

Ordinary shares - fully paid

Total share capital

AUDITORS' REMUNERATION

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 53

F11
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note J1(C)

and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key

management personnel, as part of their remunerations. Refer to note D3 for further details of these plans.

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number of

and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and on a poll each share is

entitled to one vote.

Information relating to the Michael Hill International Employee Option Plan, including details of options issued, exercised and lapsed during the

financial year and options outstanding at the end of the financial year, is set out in note D3.

Information relating to share rights issued under the Company's deferred compensation plan, including details of rights issued, exercised and lapsed

during the financial year and rights outstanding at the end of the financial year, is set out in note D3.

RESERVES

NATURE AND PURPOSES OF OTHER RESERVES

Share-based payments

Foreign currency translation

Options

Ordinary shares

Rights issue

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 54

G
G1

G1

ASSETS

Property, plant and equipmentF4155

Total assets155

LIABILITIES

Annual leave28

Long service leave27

Total liabilities55

Total identifiable net assets at fair value100

Goodwill arising on acquisitionF5150

Purchase consideration transferred250

The goodwill represents the synergies expected to be achieved through integrating Jewellery Services Australia and its associated

workforce.

Details of the purchase consideration, the net assets acquired and goodwill are set out in the table below:

Fair value recognised on

acquisition

Jewellery Services Australia is a jewellery repair workshop based in Brisbane, Australia. The acquisition provides an opportunity to stabilise

the repair network for the Michael Hill Group, whilst presenting an opportunity to grow the repairs offering and revenue within Australia.

The Group measured the assets and liabilities in the acquisition at fair value. No further changes arose as a result of the finalisation of the

purchase price accounting for Jewellery Services Australia.

Assets acquired and liabilities assumed

NOTES

ACQUISITION OF JEWELLERY SERVICES AUSTRALIA

On 8 December 2023, the Group acquired the business and selected assets and liabilities of Jewellery Services Australia, with consideration

consisting of cash upfront.

$'000

PRIOR YEAR ACQUISITIONS

BUSINESS COMBINATION

Prior year acquisitions

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 55

H
H1

H2

H3

H1

20252024

%%

Michael Hill Jeweller (Australia) Pty LimitedAustralia100 100

Michael Hill Wholesale Pty LimitedAustralia100 100

Michael Hill Manufacturing Pty LimitedAustralia100 100

Michael Hill Franchise Pty LimitedAustralia100 100

Michael Hill Franchise Services Pty LimitedAustralia100 100

Michael Hill FinanceAustralia100 100

Michael Hill Group Services Pty LimitedAustralia100 100

Michael Hill Charms Pty LimitedAustralia100 100

MH Bespoke Diamonds AU Pty LtdAustralia100 100

Fine Jewellery Retail AU Pty LtdAustralia100 100

Medley Jewellery Pty LimitedAustralia100 100

Durante Holdings Pty LimitedAustralia100 100

Michael Hill New Zealand LimitedNew Zealand100 100

Michael Hill Jeweller LimitedNew Zealand100 100

Michael Hill Finance (NZ) LimitedNew Zealand100 100

Michael Hill Franchise Holdings LimitedNew Zealand100 100

MHJ (US) LimitedNew Zealand100 100

Michael Hill Wholesale NZ Limited (previously Emma & Roe NZ Limited)New Zealand100 100

Michael Hill Online Holdings LimitedNew Zealand100 100

Michael Hill Jeweller (Canada) Pty LimitedCanada100 100

Michael Hill LLCUnited States100 100

H2

DEED OF CROSS GUARANTEE

GROUP STRUCTURE

Interests in other entities

Deed of cross guarantee

Parent entity financial information

INTERESTS IN OTHER ENTITIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the

accounting policy described in note J1(B):

Ownership interest held by

the group

Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001

requirements for preparation, audit and lodgement of financial reports and directors' report in Australia.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia) Pty Ltd,

Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill Franchise Pty Ltd, Michael

Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, MH Bespoke Diamonds AU Pty

Ltd, Michael Hill Charms Pty Ltd, Fine Jewellery Retail AU Pty Ltd, Medley Jewellery Pty Ltd, Michael Hill Online Holdings Ltd and Michael Hill

Wholesale NZ Limited.

The Class Order requires the Parent Company and each of the subsidiaries to enter into a Deed of Cross Guarantee. The effect of the deed is that

the Company guarantees each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of

the Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001, the Company will only be liable in the event

that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is

wound up.

The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other parties to the Deed of Cross

Guarantee that are controlled by Michael Hill International Limited, they also represent the Extended Closed Group.

Country of

incorporation

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 56

20252024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS

$'000$'000

463,867 465,857

- 2,315

(3,381)471

(181,507) (183,599)

(141,275) (144,797)

(9,765) (7,589)

(27,459) (30,865)

(15,889) (14,391)

(14,237) (23,465)

(7,400)-

(52,701) (54,209)

(188)(384)

(4,988) (6,739)

(13,563) (11,120)

(8,486) (8,515)

Income tax expense2,683 1,995

Profit/(loss) for the year(5,803) (6,520)

OTHER COMPREHENSIVE INCOME

20252024

Items that may be reclassified to profit or loss

$'000$'000

1,784 (3,534)

Other comprehensive income/(loss) for the period, net of tax1,784 (3,534)

Total comprehensive income/(loss) for the year(4,019) (10,054)

20252024

STATEMENT OF CHANGES IN EQUITY

$'000$'000

451,076 481,734

(4,019) (10,054)

338 -

(87)(409)

- (20,195)

Total equity at the end of the financial year447,308 451,076

CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND SUMMARY

OF MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS

Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary of movements in

consolidated retained earnings for the year ended 29 June 2025 of the closed group consisting of Michael Hill International Limited and the

entities noted above.

Revenue from sales of goods and services

Sales to Group companies not in Closed Group

Other income

Cost of goods sold

Employee benefits expense

Occupancy costs

Marketing expenses

Selling expenses

Depreciation and amortisation expense

Loss in disposal of property, plant and equipment

Other expenses

Administrative expenses

Impairment of intangible assets

Finance costs

Profit/(loss) before income tax

Exchange differences on translation of foreign operations

Equity at the beginning of the financial year

Total comprehensive income/(loss)

Share rights through share-based payments reserve

Issue of share capital on exercise of share rights

Dividends paid

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 57

20252024
CURRENT ASSETS

$'000$'000

Cash and cash equivalents6,264 9,816

Trade receivables8,416 8,216

Inventories148,674 148,757

Loans to related parties234,166 249,706

Other current assets5,688 7,627

7,238 215

Total current assets410,446 424,337

NON-CURRENT ASSETS

Property, plant and equipment40,327 45,235

Right-of-use assets98,623 110,624

Investments in subsidiaries83,346 83,346

Other non-current assets271 573

Intangible assets47,463 57,803

50,665 45,539

Total non-current assets320,695 343,120

Total assets731,141 767,457

CURRENT LIABILITIES

Trade and other payables52,276 57,021

Lease liabilities28,495 30,453

Deferred revenue11,742 14,084

Provisions9,603 12,494

- 2,851

Total current liabilities102,116 116,903

NON-CURRENT LIABILITIES

Lease liabilities85,477 94,524

Deferred revenue36,615 38,891

Provisions7,525 7,163

52,100 58,900

Total non-current liabilities181,717 199,478

Total liabilities283,833 316,381

Net assets447,308 451,076

EQUITY

Contributed equity320,923 320,585

Reserves(18,598) (20,295)

144,983 150,786

Total equity447,308 451,076

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 29 June 2025 of the Closed Group consisting of Michael Hill International

Limited and the entities noted above.

Retained profits

Borrowings

Current tax asset

Deferred tax assets

Deferred consideration

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 58

H3
20252024

STATEMENT OF FINANCIAL POSITION

$'000$'000

Current assets158 140

349,603 353,616

Total assets349,761 353,756

Net assets349,761 353,756

Issued capital292,993 291,832

Reserves32,272 33,096

24,496 28,828

Total equity349,761 353,756

20252024

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

$'000$'000

(4,332) (24,905)

Total comprehensive loss(4,332) (24,905)

(i)

(ii)

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below entered into a deed of cross guarantee

on 30 June 2016. The effect of the deed is that Michael Hill International Limited has guaranteed to pay any deficiency in the event of winding

up of any controlled entity or if they do not meet their obligations under the terms of overdrafts, loans, leases or other liabilities subject to the

guarantee. The controlled entities have also given a similar guarantee in the event that Michael Hill International Limited is wound up or if it

does not meet its obligations under the terms of overdrafts, loans, leases or other liabilities subject to the guarantee.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia) Pty

Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill Franchise Pty Ltd,

Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, MH Bespoke

Diamonds AU Pty Ltd, Michael Hill Charms Pty Ltd, Fine Jewellery Retail AU Pty Ltd, Medley Jewellery Pty Ltd, Michael Hill Online Holdings Ltd

and Michael Hill Wholesale NZ Limited.

The Parent entity had no material contingent liabilities as at balance date.

PARENT ENTITY FINANCIAL INFORMATION

The individual financial statements for Michael Hill International Limited (the Parent) show the following aggregate amounts.

CONTINGENT LIABILITIES OF THE PARENT ENTITY

Non-current assets

Retained earnings

Loss for the year

SUMMARY FINANCIAL INFORMATION

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 59

I
I1

I2

I1

Within one

year

One to five

years

Greater than

five years

Total

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

Future lease payments for these non-cancellable lease contracts

564 2,352 964 3,880

I2

No other matters or circumstances have occurred subsequent to year end that has significantly affected, or may significantly affect, the operations

of the Group, the results of those operations or the state of affairs of the Group or economic entity in subsequent financial years.

UNRECOGNISED ITEMS

Contingencies and commitments

Events occurring after the end of the reporting period

The Group had no material contingent liabilities as at balance date.

From time to time, Companies within the Group are party to various legal actions as well as inquiries from regulators and government bodies that

have arisen in the normal course of business. The Directors have given consideration to such matters which are or may be subject to claims or

litigation at year end and are of the opinion that that any liabilities arising over and above already provided in the financial statements from such

action would not have a material effect on the Group's financial performance.

The Group is not aware of any significant events occurring subsequent to balance date that have not been disclosed.

The Group has no material contingent assets existing as at balance date.

The following sets out the various lease contracts that the Group has entered into and have yet to commence as at 29 June 2025.

On 29 July 2025, the Group's Founder and non-executive director, Sir Michael Hill passed away. Sir Michael was a celebrated jeweller, entrepreneur,

philanthropist and committed father and husband who, with his wife Lady Christine, founded and grew Michael Hill from its humble beginnings in

Whangārei, New Zealand to a global retail jewellery brand that spans Australia, New Zealand, and Canada.

COMMITMENTS

On 18 August 2025, we announced the appointment of Jonathan Waecker as Chief Executive Officer, commencing 27 August 2025. Jonathan is a

globally experienced executive with senior leadership experience across retail, brand, digital, customer experience, and transformation. He brings

deep commercial and consumer expertise developed at some of the world’s most recognisable brands, including The Walt Disney Company and

Yahoo, as well as ‘in market’ retail operations experience as Chief Customer & Sales Officer at The Warehouse Group, which he joined in 2017.

Andrew Lowe, who was appointed to the position of Interim Chief Executive Officer whilst the Group commenced an international search for a

replacement Chief Executive Officer, will conclude his tenure as interim Chief Executive Officer on 26 August 2025 and has announced his

resignation from Michael Hill. Andrew will resume his role as Chief Financial and Supply Chain Officer, during his six months’ notice period, to

ensure a smooth transition in support of Jonathan and the business.

EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

CONTINGENCIES AND COMMITMENTS

CONTINGENT LIABILITIES

CONTINGENT ASSETS

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 60

J
J1

J2

J1

(A)

(B)

(C)

Functional currency translation

Transactions and balances

Group companies




BASIS OF PREPARATION

PRINCIPLES OF CONSOLIDATION

FOREIGN CURRENCY TRANSLATION

For reporting purposes, the Group adopts a weekly 'retail calendar' closing each Sunday. The current 52 week reporting period ended on 29 June

2025.

The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board (IASB).

Subsidiaries are all entities (including special purpose) over which the Group has control. Control is achieved when the Group is exposed, or has

rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power to direct the activities

of the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the

date that control ceases.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Michael Hill International Limited.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised

losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset.

SUMMARY OF ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES AND JUDGEMENTS

Summary of material accounting policy information

Significant estimates and judgements

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act

2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair

value. The consolidated financial statements provide comparative information in respect of the previous period.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Net

foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end of monetary assets and

liabilities denominated in foreign currencies are recognised as other income or other expenses, except when deferred in equity as qualifying cash

flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

The results and financial position of all the Group entities (none of which have the currency of a hyperinflationary economy) that have a functional

currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the statement of financial position;

income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates,

unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and

expenses are translated at the dates of the transactions; and

Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in

which the entity operates ('the functional currency'). The Group financial statements are presented in Australian dollars, which is the Group's

presentation currency.

SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial

instruments designated as hedges of such investments, are recognised in other comprehensive income.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 61

(D)
Current income tax

Deferred income tax

Tax consolidation group

(E)



(F)

TAXES

GOODS AND SERVICES TAX (GST)

IMPAIRMENT OF ASSETS

Michael Hill International Limited and its wholly-owned Australian controlled entities form a tax consolidation group. As a consequence, one

income tax return is completed for the Australian tax group and is treated for income tax purposes as one taxpayer.

The tax balances have been attributed for reporting purposes to each of the entities on the basis of their individual results. Amounts of tax due to

and receivable from the Australian Taxation Office are made by Michael Hill International Limited as nominated member of the Australian tax

consolidated group. The current tax balance for the Australian tax group has been allocated between the members based on each entity’s current

tax movement for the period. Where tax losses are incurred by Australian tax group members, these are offset within the group.

Revenues, expenses, assets and liabilities are recognised net of the amount of GST, except:

Cash flows are included in the statement of cash flows on a gross basis and the GST components of cash flows arising from investing or financing

activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flows.

At each annual reporting date (or more frequently if events or changes in circumstances indicate that they might be impaired), the Group assesses

whether there is any indication that an asset may be impaired. Where such an indication is identified, the Group estimates the recoverable amount

of the asset and recognises an impairment loss where the recoverable amount is less than the carrying amount. The recoverable amount is the

higher of an asset's fair value less costs to sell and value-in-use.

Where the recoverable amount exceeds the carrying amount of an asset, an impairment loss is recognised. Right-of-use assets are also

incorporated into the calculation. Subsequent to an impairment occurring, if the recoverable amount from assets exceeds the carrying value, the

impairment loss is reversed to the extent that it has been recognised.

When the GST incurred on a sale or purchase of assets or services is not payable to or recoverable from the taxation authority, in which case the

GST is recognised as part of the revenue or the expense item or as part of the cost of acquisition of the asset, as applicable; or

When receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of

financial position. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in

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

Deferred income tax is provided in full, using the liability method, on temporary differences between the tax bases of assets and liabilities and their

carrying amounts in the consolidated financial statements. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts

will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in

controlled entities where the Parent Entity is able to control the timing of the reversal of the temporary differences and it is probable that the

differences will not reverse in the foreseeable future.

Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in

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

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

deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally

enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The income tax expense or credit for the year is the tax payable on the current year's taxable income based on the applicable income tax rate for

each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting year in the

countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect

to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts

expected to be paid to the tax authorities.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 62

(G)
(H)

(I)

(i)

Financial assets

Initial recognition and measurement

Subsequent measurement



Financial assets at amortised cost (debt instruments)



Financial assets at fair value through profit or loss

CASH AND CASH EQUIVALENTS

INVENTORIES

FINANCIAL INSTRUMENTS - INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT

Whilst there are four categories, two are relevant in the current reporting period for the Group, being:

Financial assets at amortised cost are subsequently measured using the Effective Interest Rate (EIR) method and are subject to impairment.

Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Management review stock holdings based on recoverability at a product level and write-down as appropriate.

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with

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

changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position when

utilised.

Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an

appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are

assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary

course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows;

and

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

on the principal amount outstanding.

The Group’s financial assets at amortised cost include trade receivables included under current and non-current financial assets.

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at

fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for

trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives,

are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not

solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.

Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt

instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an

accounting mismatch.

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through Other Comprehensive

Income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s

business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Group

initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

Trade receivables that do not contain a significant financing component are measured at the transaction price determined under AASB15

Revenue from Contracts with Customers. Refer to the accounting policies in note A2.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are

‘Solely Payments of Principal and Interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is

performed at an instrument level.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The

business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortised cost (debt instruments)

Financial assets at fair value through profit or loss

This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are

met:

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 63

Derecognition


Impairment of financial assets

(ii)

Financial liabilities

Initial recognition and measurement

Subsequent measurement

Financial liabilities at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value

recognised in the statement of profit or loss.

This category includes derivative instruments which the Group had not irrevocably elected to classify at fair value through OCI.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable

transaction costs.

The measurement of financial liabilities depends on their classification, as described below.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial

recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also

includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as

defined by AASB9 Financial Instruments. Separated embedded derivatives are also classified as held for trading unless they are designated as

effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e.

removed from the Group’s consolidated statement of financial position) when:

The rights to receive cash flows from the asset have expired; or

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows

in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially

all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the

asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if,

and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks

and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its

continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are

measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of

the asset and the maximum amount of consideration that the Group could be required to repay.

Further disclosures relating to impairment of financial assets are also provided in note F3.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and

only if the criteria in AASB9 Financial Instruments are satisfied. The Group has not designated any financial liability as at fair value through

profit and loss.

The Group recognises an allowance for Expected Credit Losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs

are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group

expects to receive, discounted at an approximation of the original effective interest rate.

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track

changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a

provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the

economic environment.

The Group considers a financial asset in default when contractual payments are past due. However, in certain cases, the Group may also

consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding

contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is

no reasonable expectation of recovering the contractual cash flows.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or

as derivatives designated as hedging instruments in an effective hedge, as appropriate.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 64

Loans and borrowings at amortised cost
Derecognition

Offsetting of financial instruments

(J)

(K)

Goodwill

Brand



PROPERTY PLANT AND EQUIPMENT

INTANGIBLE ASSETS AND GOODWILL

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year.

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at

amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are

derecognised as well as through the EIR amortisation process.

Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values,

over their estimated useful lives (note F4).

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated

recoverable amount (note J1(F)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that is directly

attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that

future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of

any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss

during the reporting year in which they are incurred.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

The EIR amortisation is included as finance costs in the statement of profit or loss.

This category generally applies to interest-bearing loans and borrowings. For more information, refer to note C1.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial

liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The

difference in the respective carrying amounts is recognised in the statement of profit or loss.

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a

currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and

settle the liabilities simultaneously.

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-

controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net

assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets

acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the

reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is

recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill

acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to

benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Brand names are acquired as part of business combinations and are recognised initially at fair value. Where they have an indefinite useful life, they

are not subject to amortisation but are tested annually for impairment or more frequently if events or changes in circumstances indicate they may

be impaired. Key factors taken into account in assessing useful life of brands are:

The brands are well established and protected by trademarks; and

There are currently no legal, technical or commercial obsolescence factors applying to the brands which indicate that the life should be

considered limited.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 65

Loyalty program
Software







Useful life

(L)

PROVISIONS

it is technically feasible to complete the software so that it will be available for use;

management intends to complete the software and use or sell it;

there is an ability to use or sell the software;

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of

resources will be required to settle the obligation and the amount can be reliably estimated.

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These

costs are amortised over their estimated useful lives (three to five years).

Costs associated with developing or maintaining software programmes are recognised as an expense as incurred. Development costs that are

directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible

assets when the following criteria are met:

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life i.e. three years for customer loyalty program and assessed for

impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an

intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected

pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as

appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in

the statement of profit or loss in the expense category that is consistent with the function of the intangible assets.

adequate technical, financial and other resources to complete the development and to use or sell the software are available;

it can be demonstrated how the software will generate probable future economic benefits; and

the expenditure attributable to the software during its development can be reliably measured.

Loyalty programs associated to brands operate a customer loyalty program which attributes value to the business by offering a returning

customer base. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial

recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated

intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in

which the expenditure is incurred.

Computer software development costs recognised as assets are amortised over their estimated useful lives (not exceeding ten years).

Present obligations arising from onerous contracts are required to be recognised and measured as a provision. An onerous contract is considered

to exist where the unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received from the

contract.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the

end of the reporting year. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the

time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest

expense.

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class

of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of

obligations may be small.

In respect to cloud computing arrangements, the Group assesses whether the arrangement contains a lease and if not, whether the arrangement

provides the Group with a resource that it can control. Costs associated with implementation are then assessed as to whether they can be

capitalised in accordance with relevant accounting standards.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 66

(M)
Short-term obligations

Other long-term employee benefit obligations

Profit-sharing and bonus plans

Retirement benefit obligations

(N)

EMPLOYEE ENTITLEMENTS

BUSINESS COMBINATIONS

The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit

attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where

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

The Group provides retirement benefits to employees through a defined contribution superannuation fund. Contributions are recognised as

expenses as they become payable.

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12

months after the end of the year in which the employees render the related service are recognised in respect of employees’ services up to the end

of the reporting year and are measured at the amounts expected to be paid when the liabilities are settled.

Liabilities for employee benefits are measured at the present value of management’s best estimate of the expenditure required to settle the

present obligation at the reporting date.

The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the year in which

the employees render the related service are measured as the present value of expected future payments to be made in respect of services

provided by employees up to the end of the reporting year using the projected unit credit method. Consideration is given to expected future wage

and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using the Milliman G100

discount rates at the end of the reporting period. Remeasurements as a result of experience adjustments and changes in actuarial assumptions

are recognised in profit or loss.

The obligations are presented as current liabilities in the statement of financial position if the entity does not have an unconditional right to defer

settlement for at least twelve months after the reporting year, regardless of when the actual settlement is expected to occur.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the

consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For

each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate

share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. At the

acquisition date, identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at

their fair values, except deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements which are recognised

and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively.

The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process

that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to

continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to

perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be

replaced without significant cost, effort, or delay in the ability to continue producing outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in

accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation

of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration

classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset

or liability that is a financial instrument and within the scope of AASB 9 Financial Instruments, is measured at fair value with the changes in fair

value recognised in the statement of profit or loss in accordance with AASB 9. Other contingent consideration that is not within the scope of AASB

9 is measured at fair value at each reporting date with changes in fair value recognised in profit or loss.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 67

(O)
(P)

(Q)

Basic earnings per share



Diluted earnings per share



(R)

(S)

AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability



ROUNDING OF AMOUNTS AND COMPARATIVES

CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares

by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in

ordinary shares issued during the year and excluding treasury shares (note F2).

the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all

dilutive potential ordinary shares (note F2).

CONTRIBUTED EQUITY

DIVIDENDS

EARNINGS PER SHARE

Some comparative amounts included within these financial statements have been reclassified, to allow greater transparency when comparing

current period to prior period. The reclassification adjustments have had no impact on the prior period Profit Before Tax, Profit After Tax, or Net

Assets.

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the financial statements.

Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases,

the nearest dollar.

Basic earnings per share is calculated by dividing:

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any group company purchases the Company's equity instruments, for example as the result of a share buy-back or a share-based payment

plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the

owners of Michael Hill International Limited as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are

subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax

effects, is included in equity attributable to the owners of Michael Hill International Limited.

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or

before the end of the reporting year but not distributed at the end of the reporting year.

Certain new accounting standards and interpretations have been published that are not mandatory or effective for the 29 June 2025 year end. The

Group is in the process of determining the impact of these new standards and amendments, which are summarised below:

AASB 2023-5 amends AASB 121 The Effects of Changes in Foreign Exchange Rates to clarify:

when a currency is exchangeable into another currency; and

how a company estimates a spot rate when a currency lacks exchangeability.

New disclosures are required to help users assess the impact of using an estimated exchange rate on the financial statements.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 68

AASB 2024-2 Amendments to Australian Accounting Standards – Classification and Measurement of Financial Instruments




AASB 2024-3 Amendments to Australian Accounting Standards – Annual Improvements Volume 11







AASB 2025-1 Amendments to Australian Accounting Standards – Contracts Referencing Nature-dependent Electricity

AASB 2025-2 Amendments to Australian Accounting Standards – Classification and Measurement of Financial Instruments: Tier 2 Disclosures



AASB 18 Presentation and Disclosure in Financial Statements

J2

SIGNIFICANT ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results.

Management also needs to exercise judgement in applying the Group’s accounting policies. Estimates and judgements are continually evaluated

and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the

circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are incorporated within the relevant note.

The significant accounting judgements relate to the pattern of PCP revenue recognition (note A2), the calculation of the net realisable value of

inventory (note A4) and brand intangible impairment (note F5).

Several other amendments and interpretations apply for the first time from 1 July 2024, but do not have an impact on the consolidated financial

statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet

effective.

The amendments aim to improve clarity and internal consistency.

The amendment:

provides clarification of the timing of the recognition and derecognition of financial assets and financial liabilities, particularly

when they are settled using electronic payment systems. The amendment also provides an exception if certain criteria are

met, for the timing of derecognition of certain financial liabilities settled using an electronic payment system;

provides further guidance about specific types of financial assets, specifically contractually linked instruments (CLIs);

provides clarification of the classification of financial assets that are linked to environmental, social and governance (ESG) and similar

characteristics; and

requires additional disclosure requirements with regard to investments in equity instruments measured at fair value through other

comprehensive income and financial instruments with contingent features.

AASB 1 First-time Adoption of Australian Accounting Standards;

AASB 7 Financial Instruments: Disclosures;

AASB 9 Financial Instruments;

AASB 10 Consolidated Financial Statements; and

AASB 107 Statement of Cash Flows

The amendments are annual improvements to the following standards:

There will be three new categories of income and expenses, two defined income statement subtotals and one single note on management-defined

performance measures.

The standard makes amendments to AASB 9 Financial Instruments to include guidance on:

The application of the ‘own-use’ exemption on nature dependent power purchase agreements (PPAs); and

Hedge accounting requirements for purchasers and sellers of PPAs that are classified as derivative financial instruments.

There are also new disclosure requirements for certain PPAs as the standard amends AASB 7 Financial Instruments: Disclosures.

AASB 18 Presentation and Disclosure in Financial Statements aims to provide greater consistency in presentation of the income and cash flow

statements, and more disaggregated information.

The standard will change how companies present their results on the face of the income statement and disclose information in the notes to the

financial statements. Certain ‘non-GAAP’ measures – management performance measures (MPMs) – will now form part of the audited financial

statements.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 69

Entity typeTrustee, Partner
or JV

Participant

Place formed or

incorporated

% of share

capital held (i)

Australian or

foreign

Foreign

jurisdiction

Body corporate NoQueenslandN/AAustralianN/A

Body corporate Yes - partner Queensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoCanada100%ForeignCanada

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate NoQueensland100%AustralianN/A

Body corporate No New South Wales 100%AustralianN/A

Body corporate Yes - partner New South Wales 100%AustralianN/A

PartnershipN/AQueenslandN/AAustralianN/A

Body corporate NoNew Zealand 100%Foreign New Zealand

Body corporate NoNew Zealand 100%Foreign New Zealand

Body corporate NoNew Zealand 100%Foreign New Zealand

Body corporate NoNew Zealand 100%Foreign New Zealand

Body corporate NoNew Zealand 100%Foreign New Zealand

Body corporate NoDelaware, US 100%Foreign Delaware, US

The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act 2001. The

entities listed in the statement are Michael Hill International Limited and all the entities it controls in accordance with AASB 10 Consolidated

Financial Statements.

The percentage of share capital disclosed for bodies corporate included in the statement represents the economic interest consolidated in the

consolidated financial statements controlled by Michael Hill International Limited either directly or indirectly.

In relation to the tax residency information included in the statement, judgement may be required in the determination of residency of the entities

listed.

Michael Hill Jeweller (Canada) Ltd

Fine Jewellery Retail AU Pty Ltd

Medley Jewellery Pty Ltd

Michael Hill Group Services Pty Ltd

Michael Hill Manufacturing Pty. Limited

Michael Hill Jeweller Limited

Michael Hill Wholesale Pty Ltd

Michael Hill Jeweller (Australia) Pty Ltd

Michael Hill Finance

Michael Hill New Zealand Limited

Entity name

Tax residencyBodies corporate

Michael Hill International Limited

Durante Holdings Pty Ltd

MH Bespoke Diamonds AU Pty Ltd

The above Consolidated Entity Disclosure Statement should be read in conjunction with the accompanying notes.

BASIS OF PREPARATION

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

Michael Hill Finance (NZ) Limited

Michael Hill Wholesale NZ Limited

MHJ (US) Limited

Michael Hill LLC

Michael Hill Franchise Pty Ltd

Michael Hill Franchise Services Pty Ltd

Michael Hill Charms Pty Ltd

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 JUNE 2025 70

DIRECTORS' DECLARATION
(a)

(b)

(i)

(ii)

(iii)

(c)

R I Fyfe

Chair

Brisbane

25 August 2025

In the directors' opinion:

This declaration is made in accordance with a resolution of the directors.

The directors have been given the declarations by the Interim Chief Executive Officer required by section 295A of the

Corporations Act 2001.

Note J1(A) confirms that the financial statements also comply with International Financial Reporting Standards as issued

by the International Accounting Standards Board.

the financial statements and notes of the Group for the financial year ended 29 June 2025, are in accordance with

the Corporations Act 2001, including:

there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become

due and payable;

complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements,

giving a true and fair view of the consolidated entity's financial position as at 29 June 2025 and of its

performance for the financial year ended on that date, and

as at the date of this declaration, there are reasonable grounds to believe that the members of the extended group

identified in note H1 will be able to meet any obligations or liabilities to which they are, or may become, subject to

by virtue of the deed of cross guarantee described in note H2.

the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true

and correct;

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS 71

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation




Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au


Independent auditor’s report to the members of Michael Hill International

Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Michael Hill International Limited (the Company) and its

subsidiaries (collectively the Group), which comprises the consolidated statement of financial position

as at 29 June 2025, the consolidated statement of profit or loss and other comprehensive income,

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

then ended, notes to the financial statements, including material accounting policy information, the

consolidated entity disclosure statement and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations

Act 2001, including:

a. Giving a true and fair view of the Group’s financial position as at 29 June 2025 and of its

consolidated financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial

report section of our report. We are independent of the Group in accordance with the auditor

independence requirements of the Corporations Act 2001 and the ethical requirements of the

Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional

Accountants (including Independence Standards) (the Code) that are relevant to our audit of the

financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with

the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Key audit matters

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

our audit of the financial report of the current year. These matters were addressed in the context of

our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide

a separate opinion on these matters. For each matter below, our description of how our audit

addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial report section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying financial report.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation





Existence of inventories

Why significant How our audit addressed the key audit matter

As at 29 June 2025 the Group’s inventories

balance totals $199 million which represents

39% of the Group’s total assets.

Inventories are primarily kept in the Group’s

287 retail stores located in Australia, New

Zealand and Canada and the distribution and

manufacturing centres. Inventories comprise a

large number of physically small but high value

items which are subject to misappropriation

and loss.

The Group accounts for inventories in

accordance with the policy disclosed in Note

J1(H) and further disclosure is included in Note

A4 of the financial report.

Inventory is considered a key audit matter due

to the nature, size and geographic spread of

locations where items are held.

Our audit procedures included the following:

▪ Attended a sample of stocktakes conducted at

retail stores across Australia, New Zealand and

Canada.

▪ In addition to the retail stores, we attended the

stocktakes completed at each of the distribution

and manufacturing centres in June 2025 prior

to year end.

▪ Tested the operating effectiveness of key

controls relevant to the conduct of physical

stocktakes, the review and evaluation of

inventory variances, and the approval of

adjustments made to inventory quantities.

▪ At these stocktakes for the retail stores,

distribution and manufacturing centres, we

observed compliance with the stocktake

instructions (including the suspension of

inventory movements during the stocktake

process) and selected a sample of items to re-

count to assess the accuracy and completeness

of the counts performed by the Group.

▪ For each of the locations attended, and for a

further representative sample of retail stores,

we inspected that stocktakes had been

conducted in accordance with Group policies,

inventory variances identified had been

reviewed and approved, and that the

adjustments if any were accurately recorded.

▪ Where stocktakes were completed prior to

balance date, we performed an inventory

movement analysis. On a sample basis we

evidenced changes in inventory quantities to

evaluate the movement of inventories between

the stocktake date and balance date. For retail

locations not attended at stocktake, we

performed analytical procedures in relation to

the year on year movements and further

analysed where year end balances were outside

our set expectations.

▪ Obtained details of stock-in-transit at year end,

as well as movements before and after year end

date and assessed the risk of incorrect cut-off of

inventory quantities at year end.

▪ Assessed the adequacy and appropriateness of

the disclosures included in the Notes to the

financial statements.

A member firm of Ernst & Young Global Limited
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Professional Care Plan (PCP) revenue recognition

Why significant How our audit addressed the key audit matter

The balance of the deferred PCP revenue

liability at 29 June 2025 was $60 million, and

PCP revenue recognised in the consolidated

statement of profit or loss and other

comprehensive income for the year ended 29

June 2025 was $32 million as disclosed in Note

A2.

The recognition of PCP revenue involves a

significant degree of estimation in determining

the appropriate revenue recognition pattern for

lifetime, 10 year and three year plans offered to

the Group’s customers. Under these plans,

revenue is deferred on receipt of the payment

from the customer and recognised over time in a

manner that reflects the proportion of actual

services used by customers relative to the total

amount of expected services to be provided

under the PCPs.

The estimation process for PCP revenue is based

on an analysis of actual services (through

historical cleaning, repairs and re-sizing service

data) performed under these plans since

inception, with management judgement applied

to take account of emerging trends in customer

behaviour, industry data and exceptional

circumstances.

The result of the estimation process is reviewed

by the Group on at least an annual basis. As

circumstances change over time, the Group

updates its measure of progress, and any

adjustments are recognised as a cumulative

catch up in revenue recognition (or reversal) in

the current year results.

Accordingly, this is considered a key audit

matter.

Our audit procedures included the following:

▪ Assessed the Group’s PCP revenue

recognition accounting policies and

compliance in accordance with the

requirements of Australian Accounting

Standards.

▪ Assessed the accuracy of the data used in

the PCP revenue estimation calculation and

challenged the reasonableness of the key

judgements including:

▪ Obtained details of the sales of PCP

products to customers during the year,

and on a sample basis, we vouched the

cash receipts to bank statements and

assessed that the revenue was

appropriately deferred.

▪ Obtained details of the actual cleaning,

repairs and resizing services during the

year and tested a sample of transactions

to understand if repairs are accurately

tagged to the associated PCP plan date.

▪ Performed analysis over the historic

repairs data, to assess whether the

assumptions made by the Group were

supportable, including the length of the

lookback period.

▪ Tested the mathematical accuracy of the

PCP revenue estimation model and re-

performed the Group’s calculation

supporting the estimate relating to PCP

revenue recognition.

▪ Re-performed management’s sensitivity

analysis over the assumptions using

reasonable alternative scenarios to assess

whether there would be a material impact on

revenue recognised in the year.

▪ Assessed the adequacy and appropriateness

of disclosures included in the Notes to the

financial statements.


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Impairment of Intangibles

Why significant How our audit addressed the key audit matter

As at 29 June 2025, the Groups goodwill totals

$19.2m and a brand intangible of $11.9m. This

relates to a previous acquisition of MHI on 31

May 2023 whereby the underlying assets and

liabilities of the Bevilles business were acquired.

The acquisition was accounted for in accordance

with AASB 3 Business Combinations as disclosed

in Note F5.

In accordance with the Group’s accounting

policy and the requirements of AASB 136

Impairment of Assets, an impairment test is

required to be performed at least annually for

cash generating units (“CGUs”) to which

goodwill and brand intangible has been

allocated.

Management use a value in use model for

goodwill measuring the recoverable amount of a

non-current asset or group of assets and

comparing the recoverable amount to the assets

carrying amount, and relief from royalty method

for brand intangibles for their impairment

testing.

Impairment assessments are complex and

involve judgements and estimation relating to

sales forecasts, anticipated costs (including the

impacts of wage inflation and labour

availability), growth rates, forecast capital

expenditure, and the discount rate applied.

Accordingly, impairment testing of goodwill and

brand intangible was considered to be a key

audit matter.


Our audit procedures included the following:

▪ Evaluated the Group’s identification of cash

generating units (“CGU”) for goodwill and

brand intangibles, including quantification of

the carrying amount of the CGUs.

▪ Evaluated the impairment models used by

management for both goodwill and brand

intangibles in terms of the requirements of

Australian Accounting Standards.

▪ Evaluated the impairment models used by

management for both goodwill and brand

intangibles in terms of the requirements of

Australian Accounting Standards.

▪ Agreed the cash flow forecasts to Board-

approved budgets and assessed the

historical accuracy of cashflow forecasting.

▪ Assessed future cash flow assumptions

through comparison with current trading

performance, externally derived data (where

applicable) and inquiry of management in

respect of its basis for sales increases, key

growth and trading assumptions.

▪ Reviewed the competency, capabilities and

objectivity of management’s specialist,

including the nature and scope of their

engagement.

▪ Assessed discount rate and other key

assumptions with involvement from EY

valuation specialists.

▪ Tested the mathematical accuracy of the

impairment models, including recalculating

the recoverable amount.

▪ Assessed the market capitalisation of the

Group relative to the recorded net asset

amount at 29 June 2025.

▪ Performed independent sensitivity analysis

of key impairment model assumptions.

▪ Assessed the adequacy and appropriateness

of disclosure included in the Notes to the

financial statements.

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Information other than the financial report and auditor’s report thereon

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

information included in the Company’s 2025 annual report, but does not include the financial report

and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not

express any form of assurance conclusion thereon, with the exception of the Remuneration Report

and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information

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

report 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 financial report

The directors of the Company are responsible for the preparation of:

▪ The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view in accordance with Australian Accounting Standards and the Corporations Act

2001; and

▪ The consolidated entity disclosure statement that is true and correct in accordance with the

Corporations Act 2001; and

for such internal control as the directors determine is necessary to enable the preparation of:

▪ The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view and is free from material misstatement, whether due to fraud or error; and

▪ The consolidated entity disclosure statement that is true and correct and is free of misstatement,

whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters relating 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 financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is

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 the Australian Auditing Standards 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 this financial report.

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As part of an audit in accordance with the Australian Auditing Standards, we exercise professional

judgment and maintain professional scepticism throughout the audit. We also:

▪ Identify and assess the risks of material misstatement of the financial report, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

▪ Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

▪ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the financial report or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Group to

cease to continue as a going concern.

▪ Evaluate the overall presentation, structure and content of the financial report, including the

disclosures, and whether the financial report represents the underlying transactions and events

in a manner that achieves fair presentation.

▪ Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business units within the Group as a basis for forming an

opinion on the Group financial report. We are responsible for the direction, supervision and

review of the audit work performed for the purposes of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most

significance in the audit of the financial report of the current year and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

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Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 11 to 25 of the directors’ report for the

year ended 29 June 2025.

In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 29

June 2025, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the

Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our

responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in

accordance with Australian Auditing Standards.



Ernst & Young




Kellie McKenzie

Partner

Brisbane

25 August 2025

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