2025 Annual Report and Notice of Meeting
106
th
Annual Report 2024
106
th
Annual Report
107
th
Annual Report 2025
107
th
Annual Report 2025
BOARD OF DIRECTORS
Ashley J Waugh, Chair
Graeme D Gibbons
Stuart B Gibbons
John W M Journee
Gillian D Watson
John O Hutchinson
John A Beveridge
Appointed 29 April 2025
CHIEF EXECUTIVE
CHIEF FINANCIAL OFFICER
GROUP MANAGER People, Process & Technology
GROUP MANAGER Finance
COMPANY SECRETARY
Alexander P Gibbons
Sebastian C Black
June E Gibbons
Paul Stephenson
Jack G Tuohy
Appointed 29 May 2025
AUDITOR
Grant Thornton New Zealand Audit Limited
(Partner Ryan Campbell)
BANKERS
ANZ Bank New Zealand Limited
Bank of New Zealand
Westpac New Zealand Limited
SHARE REGISTRY
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, North Shore
Private Bag 92119
Auckland 1142
Website: www.computershare.co.nz/investorcentre
REGISTERED OFFICE AND
ADDRESS FOR SERVICE
Level 6
57 Courtenay Place
PO Box 6159
Wellington 6141
New Zealand
Telephone (04) 384-9734
E-mail address cmc@colmotor.co.nz
Website www.colmotor.co.nz
PROSPECTIVE DATES FOR 2026
Interim Half Year Report Late February
Interim Dividend 30 March
Preliminary Full Year Report Late August
Annual Report Late September
Final Dividend 5 October
Annual Meeting 6 November
Shareholder enquiries can be addressed to the Registered Office or directly to the Share Registry.
The Company is able to send shareholders e-mail notifications of the announcement and release of its half year (in
February) and full year results (in August) and of the Annual Report (in September). If you are not already receiving
these e-mail notifications then to register for this service you can send an e-mail to our Share Registry at
ecomms@computershare.co.nz from the e-mail account you wish to receive the notifications to and please put
“Email Notifications” in the subject line. You will need to record the full name your shares are held in and the relevant
CSN / Shareholder number – you can find that number on your Dividend Statement or Securities Transaction
Statement.
1
Notice of 107
th
Annual Meeting
Notice is hereby given that the 2025 annual meeting of shareholders of
The Colonial Motor Company Limited
will be held at
The Harbourside Function Venue, 4 Taranaki Street, Wellington
on Friday, 7 November 2025 commencing at 12:00 midday
BUSINESS
1. Chair’s introduction
2. Address from the Chair
3. Report from the Group Chief Executive
4. Shareholder discussion
5. Resolutions
To consider and if thought fit, to pass the following resolutions:
(see explanatory notes on the next page)
1. To re-elect John William Michael Journee as a director of the Company.
2. To re-elect John Ormond Hutchinson as a director of the Company.
3. To elect John Alexander Beveridge as a director of the Company.
4. To authorise an increase in the annual remuneration payable to Directors from
$330,000 to $515,000 with effect from 1 July 2025.
5. To record the on-going appointment of Grant Thornton as auditor and to authorise the
directors to fix the auditor’s remuneration.
6. General business
LOCATION
Cable Room
Harbourside
Function Centre
Museum of
New Zealand
Te Papa
Tongarewa
Circa
Michael
Fowler
Centre
Lagoon
2
Explanatory Notes – relating to the annual meeting
Voting
All voting at annual meetings must be conducted by poll. Procedures for voting, the appointment of proxies and
representatives, vote counting and the announcement of the results are applied and disclosed in detail.
Proxies, representatives and postal voting
If you choose not to attend the meeting, a form is provided with this annual report for you to complete to appoint a proxy
or corporate representative to vote on your behalf. If you wish you can lodge a postal vote rather than a proxy vote.
Detailed guidance is provided on the form on how to complete it for either proxy or postal voting purposes. Further
copies of the form may be obtained from the Company or downloaded from our website.
Resolutions
Each of the resolutions will be considered as a separate ordinary resolution. To be passed, an ordinary resolution
requires a simple majority of votes of shareholders entitled to vote and voting. Each share in the Company carries one
vote.
The Board supports passing all of the resolutions.
Re-election and election of directors
The Listing Rules require that a director must not hold office (without re-election by shareholders) past the third annual
meeting that follows the director’s last election or 3 years, whichever is longer.
A director appointed by the Board must not hold office (without election by shareholders) past the annual meeting
following the director’s appointment.
Resolution 1
John Journee was last re-elected as a director at the 2022 annual meeting. He is eligible and offers himself for re-
election.
John has held various senior executive positions in the retail industry in New Zealand and Australia, including with Noel
Leeming and The Warehouse. He is currently a director and chair-elect of The Warehouse Group Limited, a director of
Farmlands Co-operative Society Limited and a member of the Data Insights Group Limited Advisory Board. John
became a director in December 2018.
Resolution 2
John Hutchinson was elected as a director at the 2022 annual meeting. He is eligible and offers himself for re-election.
John is currently the Chief Executive and Dealer Principal of Team Hutchinson Ford in Christchurch. He joined Team
Hutchinson Ford in 1994 in vehicle sales and became Dealer Principal in September 2006. Previous to joining the
dealership, John had worked in the UK at Investment Bank, Credit Suisse First Boston, then ran his own business in
Christchurch. He is a current member and past president of the Ford Dealer Council.
Resolution 3
John Beveridge was appointed by the Board as a director with effect from 29 April 2025. He is eligible and offers
himself for election.
John is an experienced director in both the public and non-public company environments and has held a number of
senior management positions with both listed and unlisted companies. John’s corporate career included senior
management roles with Fletcher Building, where he was the CEO of Placemakers, following earlier leadership roles
with Pacific Steel and Golden Bay Cement. He is currently a director of NZX-listed Steel & Tube Holdings Ltd and chair
of the non-public NZ Scaffolding Group of companies.
Directors’ fees
Resolution 4
Every two years it has been the Board’s normal practice to review the fees paid to Directors in total and individually.
The last review was undertaken in 2023.
Following the review of Directors’ fees undertaken this year, which was based on a market survey by an independent
source (Strategic Pay), the Board resolved to increase annual fees. Details of the increase, a breakdown and the
market conditions that gave rise to it are provided in the Directors’ report on page 4. Over and above the proposed
increase to be applied to individual fees, there are two additional Non-Executive Directors who now need to receive
fees. As a result, the total annual fees payable will exceed the currently approved maximum of $330,000 set in 2023.
This resolution seeks shareholder approval to increase the maximum to $515,000.
Auditor re-appointment and remuneration
Resolution 5
Under section 200 of the Companies Act 1993, the auditor is automatically re-appointed each year unless ineligible or
replaced.
The fee paid to the auditor is disclosed in the annual report each year (refer page 18).
3
Facts at a glance
2021 2022 2023 2024 2025
Revenue ($000)
901,173 1,002,848 997,225 1,012,920 1,001,621
Trading profit after tax (excluding non-trading Items) ($000)
27,924 33,345 30,339
17,884
17,831
Profit after tax attributable to shareholders ($000)
24,833 33,183 27,848
4,535
18,343
Return on average shareholders’ funds
- trading profit after tax
11.4% 11.8% 9.9%
5.9%
5.9%
- profit attributable to shareholders
10.1% 11.7% 9.1%
1.5%
6.1%
Trading margin
3.1% 3.3% 3.0%
1.8%
1.8%
Earnings per share - trading profit after tax
85.4c 102.0c 92.8c
54.7c
54.5c
- profit attributable to shareholders
76.0c 101.5c 85.2c
13.9c
56.1c
Dividend per share
55.0c 62.0c 57.0c
35.0c
35.0c
Total dividends for the year ($000)
17,982 20,271 18,636 11,443 11,443
Shares on issue at reporting date (000)
32,695 32,695 32,695 32,695 32,695
Current ratio
1.4 1.6 1.4 1.3 1.5
Shareholders' equity as a percentage of total assets
58.6% 66.2% 56.7% 49.5% 52.3%
Net tangible asset backing per share
$7.60 $8.78 $9.05 $8.84 $9.16
(after final dividend is paid)
DRAFT PRELIMINARY REPORT
for the year to 30 June 2018
-
200
400
600
800
1,000
1,200
202020212022202320242025
$ million
Revenue
Financial Year
DRAFT PRELIMINARY REPORT
for the year to 30 June 2018
-
5
10
15
20
25
30
35
202020212022202320242025
$ million
Trading Profit after Tax
Financial Year
8.0%
9.0%
8.5%
8.7%
4.7%
9.5%
8.3%
9.1%
9.2%
7.1%
7.8%
21.0%
6.7%
10.0%
-22.2%
34.3%
3.4%
-9.6%
-20.5%
0.9%
-25%
-15%
-5%
5%
15%
25%
35%
45%
2016201720182019202020212022202320242025
Percentage return on share price
at start of each year
Shareholder Returns
(Share price plus dividend)
refer to table on page 59
Gross dividend yield
Movement in share price
FinancialYear
Average gross return over 10
years8.7 % p.a.
4
Directors’ report
Your Directors have pleasure in presenting the 107
th
annual report and audited consolidated financial statements of The Colonial
Motor Company Limited (CMC or Company) and its subsidiaries (Group) for the year ended 30 June 2025.
Revenue and profit
Revenue for the year was $1,001.6m a 1.1% decrease on the previous year’s $1,012.9m. This year’s revenue compares to
$997.2m in 2023 and $1,002.8m in 2022.
The trading profit after tax for the year was $17.8m, down 0.3% on last year’s $17.9m reflecting pressure on vehicle margins and
interest costs associated with holding inventory. Trading profit after tax is not specified under Generally Accepted Accounting
Practice but is a consistent measure of the underlying trading profitability of the Group before valuation changes of assets and
deferred tax movements. It is also the reference point used by the Board when considering dividends.
Profit for the year attributable to shareholders was $18.3m, compared to $4.5m in 2024 that reflected last year’s one off, non-
cash adjustment of $12.7m made to deferred tax.
Statement of financial position
Total assets were $586.5m at year end (2024: $598.5m). I nventory reduced by $7.9m reflecting continued efforts to reduce
inventory holding particularly in heavy trucks and agricultural equipment. Additions to Land & Buildings focused on the purchase
of a new property in Rangiora, land previously held under a lease in Queenstown and the completion of a new build on the
existing site in Masterton. The annual independent revaluation of the Group’s property portfolio brought about a total increase
of $4.2m. At the reporting date, shareholders’ equity was $306.9m (2024: $296.4m).
Dividends
Dividends paid in respect of the 2025 financial year will total 35.0 cents per share (2024: 35.0 cents). An interim dividend of 15.0
cents was paid on 31 March 2025 and a final dividend of 20.0 cents will be paid on 6 October 2025. The dividend will carry the
maximum level of imputation credits. The value of the distributions for this financial year will be $11.4m (2024: $11.4m),
representing 64% (2024: 64%) of the trading profit after tax.
Total shareholder returns over the past ten years are shown in the graph on page 3.
Directors
The independent Directors at 30 June 2025 and the date of this report were A J Waugh, J W M Journee and J A Beveridge.
The Listing Rules of the New Zealand Stock Exchange specify that a director must not hold office (without re-election) past the
third annual meeting following the Director’s appointment or three years, whichever is longer. On that basis, the Directors to
retire this year are J W M Journee and J O Hutchinson. They are eligible and are seeking re-election at the forthcoming annual
meeting.
John A Beveridge was appointed as a director with effect from 29 April 2025 and as required by the Listing Rules, he will be
seeking election at the annual meeting.
Directors’ fees
It has been the Board’s practice to review the fees paid to Directors, in total and to individuals, every two years. The last review
was undertaken in 2023 when the maximum fees payable was increased to $330,000 on the approval of the shareholders. Total
fees paid in the year to 30 June 2025 were $326,477 (2024 $320,355).
Following the review of Directors’ fees this year and
based on a market research survey obtained from Strategic Pay, the Board has resolved to increase individual annual fees as
follows:
Non-Executive Directors $74,250 from $63,700
Chair of the Audit & Financial Risk Committee $81,675 from $70,070
Chair of the Board $135,000 from $122,519
These increases from the 2023 rates range from 10% to 16% and are in line with similar sized companies in the Strategic Pay
survey. The fees represent 90% of the mid-point of those similar sized companies and in the main the increase arises from a
post-covid ‘catch up’ experienced by the market. Those covid years saw fees remain static, hence this ‘catch up’ effect.
The proposed total fee of $515,000 arises from an increase in individual fees noted above but also a change in the number and
mix of Directors. The appointment of John Beveridge as a seventh Director from April and Stuart Gibbons moving to a non-
executive position in July have also impacted the total fee required. The increase in the total number of Directors to seven (the
maximum allowed under the Company’s constitution) reflects the Board’s longer term planning to prepare for the loss from the
Board of senior and experienced directors, Ashley Waugh and Graeme Gibbons, due to their impending retirements within the
next 18 to 24 months.
Director and company disclosures
Information required to be disclosed by the Directors and by the Company, to comply with the Companies Act 1993 and the
Listing Rules, is provided on pages 54 to 60. A separate Governance Statement is provided on pages 45 to 48 and a report on
the CMC Group operating strategy is on page 5.
Climate related disclosures
The Climate Statement required under the Climate Related Disclosures (CRD) standards can be found on page 49 and includes
the emissions inventory.
For the Directors 11 September 2025
A J Waugh J W M Journee
Chair of the Board
Chair of the Audit & Financial Risk Committee
5
CMC Group operating strategy
Management of capital resources
The Group has a strong balance sheet, with significant shareholder equity and very few long term financial commitments.
The major assets on the balance sheet are property and inventory, with property funded by retained earnings and
inventory funded by short term borrowing (bank borrowing, at call deposits and bailment). There is minimal goodwill.
The Group owns most of its key operational properties. The Group does not have investment properties as such, as all
of the properties are occupied or intended to be occupied by our dealerships. Ownership brings greater flexibility when
tailoring facilities to the Group’s particular requirements. It provides security of tenure whilst conversely enabling the
Group to sell and relocate as needs arise without the constraints of a long term lease.
The Group seeks to pay regular dividends calculated at 60 - 70% of trading profit. The dividends have the maximum
imputation credits available to New Zealand shareholders. The remaining profit is reinvested in the business, either for
controlled growth or maintaining and reinvesting in the quality of the existing assets.
This investment or reinvestment may be in the form of establishing or acquiring a dealership business, or in developing
a new property for use by a dealership, or refurbishing and upgrading an existing facility.
By adopting an approach to capital management of:
- paying 60 - 70% of trading profit as dividend
- not overly gearing up the balance sheet by taking on significant long term debt
- not going to the shareholders for more capital
the Group is able to provide controlled growth for shareholders without shareholder dilution.
Operational Model
CMC is the parent company for a group of motor vehicle dealerships – the success of these dealerships is CMC’s
lifeblood.
The CEOs (Dealer Principals) of our subsidiary companies operate within a financial and operational mandate but have
wide discretion and local autonomy. Their role involves balancing the often conflicting demands of the franchisor,
customers, employees and profitability.
We consider each dealership business individually including its needs for reinvestment and growth opportunities.
The Group balances the need to change and adapt with an awareness that it has specific areas of expertise. The
operational expertise revolves around the franchise business model, as a franchisee in a local market area or on a
national basis. In this model the franchisor supplies the product and brand positioning, with the franchisee concentrating
on promoting the brand and selling the product and service to the customer. The model brings its own unique challenges
and opportunities.
As a response to, and to enable success in, a highly competitive and fragmented market place, particularly in metropolitan
areas, we have been moving to a ‘hub and spoke’ model. Here the main dealership facility, which encompasses all the
business’s array of activities – new and used vehicle sales, parts and service – is complemented by “service only” facilities
in customer convenient locations. This model is operational in South Auckland and Greater Wellington.
To be successful and grow a dealership, or establish a new one, we need to have management strength and depth and
also a franchise opportunity that fits. Where we have an existing property, or can provide a property solution, this
enhances our ability to take action. Ideally, we will grow by representing a new franchise partner in a number of locations
rather than as a one off.
With Southpac Trucks we have expanded over time by increasing the market position of the Kenworth and DAF brands
in an expanding heavy truck industry. This brings growing parts and service opportunities for that business and its
network of independent parts and service dealers.
The location of our dealerships spans all of New Zealand and ranges from small to large and from single to multiple
brands. The major brands with significant representation are in light vehicles - Ford and Mazda; heavy trucks - Kenworth
and DAF; tractors - New Holland, Case IH and Kubota. We also take pride in our relationship with a range of other
brands we partner with across our dealership network.
6
Chief Executive’s report
As expected, new vehicle markets were challenging for our businesses to navigate this year, echoing the wider state of
the New Zealand economy. Trading in the first half was subdued, particularly for new vehicles. While there were areas
of improvement in the second half, it was patchy at best. The vehicle markets in general have pivoted, from extraordinary
levels of demand in the 2021 to 2023 financial years, to an oversupply of new vehicles from 2024. This has been
compounded by an influx of new automotive brands, all vying for a slice of the New Zealand and Australian carpark.
Given the half year position, which was down nearly 24% on the previous year, we should all be proud of the wider
dealership team’s ability to achieve a strong second half. The full year result is a respectable finish to the financial year
in what was a tough vehicle retail market.
There always remain areas for ongoing improvement. In that vein, the message to the dealership Management Teams
throughout the year was to invest time and energy into areas they can influence. These are inventory management,
alignment of cost structures and a relentless focus on the fundamentals of customer service and dealership management
best practice.
People
An advantage the CMC Group has, and one not easily replicated, is the comradery amongst our people. This creates a
healthy balance of internal competition alongside the ability to learn and share dealership management best practice
across the network. It also complements our decentralised operating model, empowering our Dealer Principals (DPs) to
lead their business from the front and make strategic decisions that align with their local markets.
Our new DPs (who now make up the bulk of the leadership team) and their management staff are upskilling, utilising the
building blocks and ‘people investment’ that have supported the Group’s leadership training and internal benchmarks
entrenched in recent years. These tools enable them to recognise and respond to the variable trading conditions they
face.
As an essential part of continuous development, the Company is investing in sending a contingent of our Ford Dealers
on a study tour in 2026. This will include the North American Dealer Association conference and an opportunity to visit
the Ford Motor Company in Detroit. Attendees will engage in training, workshops and seminars as part of a rare and
invaluable learning experience at a global level.
This year we welcomed Alex Delaney to the Group, taking over the reins at Fagan Motors from Keith Allen who had
worked within Group since 2005. Keith served Fagan Motors faithfully and is now enjoying a well-earned retirement from
the daily challenges that running a dealership presents. We also appointed Paul Shanks, a long-serving Service
Manager, as the new DP of Ruahine Motors, replacing David Wills. David spent 32 years running dealerships, 13 of
which were at Ruahine Motors. He is now working through his bucket list while also helping to mentor our newer DPs.
Christchurch has recently seen a milestone change, with John Luxton stepping aside as the DP of Avon City Motors and
Richard Burns taking up the position. Richard was previously the DP of CMC’s Mitsubishi and Nissan dealership in
Queenstown. John’s history with the Group dates back to 1990, holding positions in Christchurch, Te Awamutu,
Invercargill and finally as our DP at Avon City Motors since 1998. His long service epitomises the commitment the
Company works hard to earn and cherish from our people. John has taken on the task of establishing the JAC brand in
the South Island but with an eye on retirement.
At the Group Office there is a changing of the guard underway at the CFO level. Paul Stephenson, who joined CMC in
2019, will be stepping away at the end of 2025 to pursue ‘a life’ (retirement). Paul’s financial skills, dedication to the task
and unrelenting attention to accuracy have lifted the finance and accounting functions across the Group. His successor,
Sebastian (Seb) Black, who comes to us with his vital industry experience, has a task ahead of him and we welcome him
to the Group Office Senior Leadership Team.
Car Dealerships
At its core, the CMC Group is a new vehicle retail business designed to support the franchises we represent from
Auckland to Invercargill. Having a flat new vehicle market, with an increasing number of brands and a variety of engine
types, has resulted in a tough environment for car dealers. For a number of our Metro dealerships, not benefitting from
a recovering agricultural sector, meant the last financial year has been particularly challenging.
Looking at the new vehicle market over that last financial year, total market registrations were only marginally ahead of
the previous year (1.3%) but within this the light commercial market, a significant segment for many of our dealers, was
down 18.4%.
7
It is difficult to determine if the trending decline in the light commercial segment is driven by a change in customer
preference, a response to the economic environment or SUVs now being seen as a more affordable choice. Equally,
fleet and business owners typically replace light commercial vehicles less frequently in tougher times, a practice we are
well aware of in the heavy commercial sector.
Despite this declining trend, the Ford Ranger held its share of the light commercial market and recently celebrated 10
years as the Number One selling vehicle in New Zealand. Congratulations to Ford New Zealand and their Dealer network
on what is an historic milestone, something our Ford Dealers are incredibly proud to have played a pivotal role in
achieving. With the recent arrival of the Hybrid Ranger and shortly the Ranger Super Duty (expected in 2026), in addition
to a strong Transit range, there is plenty to keep the Blue Oval top of mind for new vehicle buyers. The Ranger Super
Duty specifically represents a new sub-segment for our Ford Dealers, with a 4.5 tonne tow rating from the factory
compared to the industry benchmark of 3.5 tonne.
Mazda continues to accelerate along its 2030 electrification roadmap. This progression is essential to the brand’s future
growth and success, particularly given the level of competition and innovation targeted at the Passenger and SUV
segments. The third generation Mazda CX5 is expected to arrive towards the end of 2025. This is a model that has
historically proven to be very popular but it faces an increasingly competitive market.
In terms of electrification, the motor vehicle market has adapted to a range of options, with most segments now offering
comprehensive solutions between traditional internal combustion engine (ICE) and electrified vehicles. From an
emissions perspective, customer choice has never been better than it is today with the price of electrified vehicles less
of a barrier than previously. An individual’s decision is driven by what features they need from a vehicle, each option
having its pros and cons. The removal of the Clean Car Discount but retention of the Clean Car Standard (an import
duty based on CO₂ emissions) has been a positive change in our view. This has removed a point of confusion while
retaining a lever that is still seeking to manage vehicle emissions into the future. The challenge for regulators and the
issue for manufacturers (who have long vehicle lead times) is how much forewarning will be given of any future policy
changes. The recently announced move to universal road user charges (RUCs) from 2027 will pose a technical and
administrative challenge in the short term. Regardless, it is a logical evolution towards a ‘user pays’ approach to support
transport infrastructure into the future.
As already noted, the market is facing a swarm of new entrants, predominately from China, all with similar ‘value
propositions’ to challenge the status quo. They each seek dealership facilities, showroom space and to compete for
customer attention. It is difficult to see how a small, right-hand drive market like New Zealand can support the current
levels of competition and associated market structure for an extended period of time. An inevitable reckoning is ahead,
with brand consolidation for new and existing players the likely outcome. From a CMC Group perspective, the preference
continues to be the maintenance of strong and stable long-term relationships.
Opening new dealerships is always a possibility, as is expanding brand representation. These ultimately evolve with
customer preferences and manufacturers’ ability to deliver products that match customer wants and needs. For the
present, we feel CMC’s most prudent course is to maintain a close watching brief through observing and assessing how
the market adapts and responds to these new entrants and any shakeout that follows.
The challenge for any dealership is to maintain itself as a preferred destination for customers and to continue delivering
a first-class customer experience. For manufacturers, more so than ever, survival now depends on navigating a complex
marketplace and delivering a competitive product portfolio into the future – neither dealer nor manufacturer will succeed
without the other.
0
20,000
40,000
60,000
2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025
New Vehicle Registrations in New Zealand - June YTD
BEV
Hybrid/PHEV
ICE (petrol/diesel)
Passenger
SUV
Light Commercial
Source: MIA, 30 June 2025
8
The Group has experienced sustained growth in used car volumes over the last two years, with significant growth in the
past year. Two factors have driven this. First, the status of the economic cycle, in which a downturn generally enhances
the value proposition of used vehicles relative to new. Second, a Group focus to improve the resourcing, capacity and
capability in this area of the business. The overarching goal is to create used car operations that are resilient to economic
cycles and complement the new vehicle operations, so building on the strong legacy our dealerships have created in
their regions.
Truck & Tractor Dealerships
Our heavy truck business experienced a challenging year amid a downturn in the overall New Zealand freight market,
an inevitable consequence of generally deteriorating market conditions. Outside of the dairy and broader agribusiness
sectors, where demand remained more resilient and recovered to a degree, freight volumes fell sharply across most
other industries. The outcome was a reduction in national heavy truck sales of 40%, driven by a combination of the lower
freight demand and operators extending the life of their existing fleets.
Southpac has been navigating increased operational complexity due to ongoing model changes for both the Kenworth
and DAF product lines. The Kenworth models, that are manufactured in Melbourne to customer-specific requirements,
are in the process of transitioning to the Euro 6 emissions standard. This requires upgrades to the engine and driveline
components. The Next Generation DAF is a totally new truck, resulting in a complete re-tooling of the manufacturing
facility at Eindhoven in the Netherlands and Leyland in the United Kingdom.
Additional DAF inventory was taken on to support customers through a prolonged period when trucks could not be
supplied by the factory. The decision to hold higher levels of inventory has come at a significant cost but it is consistent
with the philosophy of supporting customers over the long-term. The model transition to the new DAF truck is scheduled
to be completed in 2026. While these model changes are essential in maintaining a competitive, modern fleet offering,
the disruption has added complexity to sales, marketing and inventory planning that will continue to play out during the
year ahead.
Southpac remains a resilient and successful business with a significant market share. As both the Kenworth and DAF
model changes work their way through the system and the freight industry inevitably bounces back, Southpac will be well
positioned to recover in kind. In the interim, the after-sales and parts business continue to perform well and customers
enjoy what we believe is the best heavy truck after sales support in New Zealand, bar none.
The tractor business has benefitted in 2025 from the increased activity in the rural sector. The focus on supporting the
Otago/Southland agri industry, over what has been a very challenging period since early 2024, has paid off and there is
now what could be described as a ‘cautious spring in the step’ of the Agricentre team.
A challenge both the truck and tractor industries share are the unrelenting factory price rises driven by the manufacturers’
cost increases. These increases come at a time where truck and tractor operators are struggling to absorb their own
added costs. If this price escalation continues, the risk over the medium to long term will be an opening of the door for
new entrants to establish themselves in the market. We are already seeing a shift towards lower specification tractors
as farmers look to offset the price increases of the more expensive models that were once a staple in their tractor shed.
Property
The world does not sit still. While a cautious approach to strategic developments has been adopted and will continue to
be observed over the coming year, there are always areas of the business that require capital investment.
It was pleasing to see the new Fagan Motors Ford and Mazda showroom in Masterton completed and become fully
operational earlier this year. Equally so was the acquisition of a ‘home’ for Avon City Motors in Rangiora, a significant
upgrade over the previously leased facility. This is an important and substantial investment in the sales and after-sales
offering of Avon City Motors in the region.
Gaining the Mitsubishi franchise in Manukau City, South Auckland, is something the DP Jason Robb and his team are
incredibly proud of. The dealership has taken up residence in our Bakerfield Place property, trading as Manukau Autos.
This expands the Group’s relationship with the Mitsubishi franchise by adding it to our existing dealership at Southern
Lakes Motors in Queenstown and Wanaka. As a result of this change of franchise at Bakerfield Place, the Southern
Autos dealership has centralised its operations on the Botany Road facility.
Nelson Kia will soon be relocating its sales and service operation to the 1 Vickerman Street property CMC acquired in
2023. Over the years, the Kia operation has progressively outgrown the existing leased facility, a good problem to have.
In Queenstown, previously leased land that adjoins the CMC-owned property on Glenda Drive has been purchased to
ensure Southern Lakes Motors can continue to operate into the future off its existing site.
Given its importance to Southpac’s lower North Island operation, the greenfield development in Palmerston North, to
support the heavy truck business in that region, will progress, albeit at a slower pace.
As always, we continually work together with our brand partners and dealers to support mutually beneficial property and
facility representation where appropriate.
Outlook and Strategic Direction
Cautious optimism would best describe the outlook, especially given the array of automotive segments the Group
operates within. New Zealand appears to be facing a two speed economic recovery between the rural and urban regions,
meaning headwinds in some sectors and emerging opportunities in others. We expect competition to remain fierce and
while optimisations and savings have already been made in some areas of the business, there is further room for
improvement.
9
We anticipate a gradual lift in car dealership performance as the economy improves. However, cost of living pressures,
unemployment and constrained consumer confidence remain areas of concern for our Metro Dealers in particular. This
is offset somewhat by a strengthening rural sector, lower interest rates and an expectation of government stimulus via
the announcement of future capital projects. The used car business remains an area of opportunity and a strategic focus
for the Group.
The truck business generally lags our car dealers in the economic cycle. We therefore see a tough environment for the
heavy truck industry as the likely reality this year. It will mean a challenging trading year for Southpac, albeit with the
knowledge that new models are on the horizon and the business is well positioned to respond as and when the market
recovers.
The Agricentre tractor business is expected to continue to see incremental benefits from the lift in the rural sector over
the coming Spring.
The current financial year will be a mixed bag across the various segments of the market our Dealers and their various
businesses operate in. Like the year just been, success ultimately depends on identifying the pockets of opportunity
alongside the individual Dealership Teams’ abilities to adapt to change and to take the opportunities available to them.
As a Group, CMC’s operations are resilient, the fundamentals well engrained and we continue to enjoy strong and stable
business relationships with our many partners.
A thank you
With another year down, on behalf of the Management Team, I personally want to take this opportunity to thank the
brilliant and loyal people who make up the CMC Group across New Zealand. Their passion, loyalty and commitment to
delivering a first-class customer experience is a pivotal factor in the Company's continued success. Equally, we as a
Group thank our business and franchise partners, alongside our stable shareholder base, all of whom share a view that
is focused on long term mutual success.
A P Gibbons
Chief Executive
10
Group dealerships
Company Name
Chief Executive /
Dealer Principal
Franchises Location Web address
Southpac Trucks Ltd Maarten Durent Kenworth & DAF
Heavy Trucks
Manukau City,
Hamilton, Rotorua,
Gisborne,
New Plymouth,
Palmerston North, Timaru
& Christchurch
www.spt.co.nz
South Auckland Motors Ltd Michael Tappenden Ford & Mazda Manukau City, Auckland
Airport, Botany, Takanini
& Pukekohe
www.southaucklandford.co.nz
www.southaucklandmazda.co.nz
Southern Autos – Manukau Ltd Darren Gibson (DP) Suzuki & JAC
Motors
Botany www.southernautos.co.nz
www.southernautosjac.co.nz
Manukau Autos Ltd Jason Robb Mitsubishi Manukau City www.manukauautos.co.nz
Energy City Motors Ltd Russell Dempster Ford New Plymouth & Hawera www.energyford.co.nz
Energy Motors Ltd Russell Dempster
Tim Paul (DP)
BYD & JAC New Plymouth www.energymotors.co.nz
Ruahine Motors Ltd Paul Shanks Ford Waipukurau www.ruahinemotors.co.nz
Fagan Motors Ltd Alex Delaney Ford & Mazda
Masterton www.faganford.co.nz
www.faganmazda.co.nz
Capital City Motors Ltd Matthew Carman Ford & Mazda Lower Hutt,
Wellington, Porirua &
Kapiti
www.capitalcityford.co.nz
www.capitalcitymazda.co.nz
M.S. Motors (1998) Ltd Jimmy Banks Ford Nelson www.msford.co.nz
Nelson KIA
Service Lane
Bridgestone Tyres
Nelson
Richmond
Motueka & Richmond
www.nelsonkia.co.nz
Hutchinson Motors Ltd John Hutchinson Ford
Bridgestone Tyres
Christchurch &
Greymouth
Christchurch
www.teamhutchinsonford.com
Avon City Motors Ltd Richard Burns Ford
Bridgestone Tyres
Christchurch & Rangiora
Christchurch
www.avoncityford.co.nz
Avon City Ltd John Luxton JAC Motors &
Mahindra
Christchurch www.avoncity.co.nz
www.jacnz.co.nz
Timaru Motors Ltd Nick Hutchinson Ford & Mazda Timaru www.timaruford.co.nz
www.timarumazda.co.nz
Dunedin City Motors Ltd David Lavington Ford & Mazda Dunedin, Oamaru
& Alexandra
www.dcford.co.nz
www.dcmazda.co.nz
Macaulay Motors Ltd Tim Rabbitte Ford & Mazda Invercargill, Queenstown
& Wanaka
www.macaulayford.co.nz
www.macaulaymazda.co.nz
Southern Lakes Motors Ltd Paul Fiebiger (DP) Mitsubishi &
Nissan
Queenstown & Wanaka www.southernlakesmotors.co.nz
Agricentre South Ltd
Grant Price New Holland,
Case IH & Kubota
Tractors &
Equipment
Kuhn, Krone &
Other Agri
Equipment
Yamaha
motorcycles
Invercargill, Gore, Milton,
Cromwell & Ranfurly
www.agricentre.co.nz
NZ Automotive Ltd Andrew Craw JAC Motors
New Zealand-wide
distributor
www.jacnz.co.nz
11
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of financial performance
for the year ended 30 June 2025
Notes
2025
$000
2024
$000
Revenue
Revenue 999,037 1,010,911
Other revenue 2,584 2,009
Total revenue 1 1,001,621 1,012,920
Trading expenses
Cost of products and services sold 808,169 821,895
Remuneration of staff 97,848 95,054
Depreciation and amortisation 9,057 10,021
Property occupation costs 4,933 4,746
Marketing, promotion and training 9,693 8,433
Other operating costs 30,005 29,605
Interest 3 14,153 15,492
Total trading expenses 2 973,858 985,246
Trading profit before tax 27,763 27,674
Taxation
Current tax 4 8,548 7,952
Deferred tax
4 209 18
Total tax on trading 8,757 7,970
Non-controlling interest 1,175 1,820
Trading profit after tax 17,831 17,884
Non-trading items
Fair value revaluation of property (47) (735)
Fair valuation of investments - 117
Total non-trading items before tax (47) (618)
Taxation
Deferred tax
4 559 (12,731)
Non-trading items after tax 512 (13,349)
Profit attributable to shareholders 18,343 4,535
Profit for the year
Profit attributable to: Shareholders
Trading profit after tax 17,831 17,884
Non-trading items after tax 512 (13,349)
Total attributable to shareholders 18,343 4,535
Non-controlling interest 1,175 1,820
Profit for the year 19,518 6,355
Statistics per share
Basic and diluted earnings per share 7
Profit attributable to shareholders (cents) 56.1 13.9
Trading profit after tax (cents) 54.5 54.7
Dividends
Dividends (cents per share) 35.0 35.0
Total dividends ($000) 11,443 11,443
Net tangible assets per share ($)
9.36 9.04
12
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of comprehensive income
for the year ended 30 June 2025
Notes
2025
$000
2024
$000
Profit for the year 19,518 6,355
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Property revaluation reserve
Fair value movement 4,271 2,389
Deferred tax 4 (1,119) (634)
Items that will be reclassified subsequently to profit or loss when
specific conditions are met
Cash flow hedge reserve
Movement in fair value of hedge derivatives 795 (3,243)
Deferred tax 4 (223) 908
Total other comprehensive income for the year 3,724 (580)
Total comprehensive income for the year 23,242 5,775
Total comprehensive income for the year attributable to:
Shareholders 21,981 4,306
Non-controlling interest 1,261 1,469
Total comprehensive income for the year 23,242 5,775
Consolidated statement of changes in equity
for the year ended 30 June 2025
Notes
2025
$000
2024
$000
Total equity at beginning of the year 301,561 315,922
Comprehensive income
Profit for the year 19,518 6,355
Other comprehensive income 3,724 (580)
Total comprehensive income 23,242 5,775
Dividends paid to shareholders 21 (11,443) (18,636)
Dividends paid to non-controlling interest (900) (1,500)
Total equity at end of year 19 312,460 301,561
13
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of financial position
at 30 June 2025
Notes
2025
$000
2024
$000
Shareholders’ equity
Share capital 20 15,968 15,968
Retained earnings 172,259 165,359
Property revaluation reserve 118,738 115,586
Foreign exchange cash flow hedge reserve 16 (470)
Total shareholders’ equity 306,981 296,443
Non-controlling interest 5,479 5,118
Total equity 312,460 301,561
Current liabilities
Borrowings 24 26,546 62,665
At call deposits 23 28,074 29,325
Trade & other payables 11 47,895 55,581
Vehicle floorplan finance 22 92,451 100,032
Financial liabilities – credit contracts 13 156 436
Lease liabilities 14 2,000 2,070
Tax payable 2,599 1,302
Financial derivatives – foreign exchange 28 - 768
Total current liabilities 199,721 252,179
Non-current liabilities
Bank borrowings 24 44,180 20,000
Financial liabilities – credit contracts 13 437 463
Lease liabilities 14 24,167 19,777
Deferred Tax 4 5,551 4,559
Total non-current liabilities 74,335 44,799
Total equity and liabilities 586,516 598,539
Current assets
Cash & cash equivalents 12 11,996 11,473
Trade & other receivables 10 46,370 57,031
Inventory 8 242,162 250,129
Financial assets – credit contracts 13 154 431
Financial derivatives – foreign exchange 28 27 -
Total current assets 300,709 319,064
Non-current assets
Financial assets – credit contracts 13 437 463
Intangible assets 15 1,028 1,028
Investments 17 492 492
Property, plant & equipment 9 259,600 257,703
Right of use assets 14 24,250 19,789
Total non-current assets 285,807 279,475
Total assets 586,516 598,539
For the Directors
A J Waugh
Chair of the Board
J W M Journee
Chair of the Audit & Financial Risk Committee
Authorised for issue on 11 September 2025
14
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of cash flows
for the year ended 30 June 2025
Notes
2025
$000
2024
$000
Operating cash flows
Receipts from customers 1,012,174 1,003,006
Interest received 53 64
Dividends received 51 158
Payments to suppliers and employees (946,769) (1,017,351)
Interest paid (12,953) (15,492)
Income taxes paid (7,251) (11,366)
Net operating cash flows 6 45,305 (40,981)
Investing cash flows
Proceeds from sale of property, plant & equipment 877 296
Proceeds from sale of investments - 977
Purchase of property, plant & equipment (12,545) (17,391)
Net investing cash flows (11,668) (16,118)
Financing cash flows
Movement in borrowings (16,244) 84,029
Repayment of lease liabilities (3,277) (3,172)
Movement in deposits (1,250) (2,003)
Dividends paid to shareholders (12,343) (20,136)
Net financing cash flows (33,114) 58,718
Net change in cash held 523 1,619
Cash at beginning of year 11,473 9,854
Cash at end of year 12 11,996 11,473
-
15
Notes to the consolidated financial statements
for the year ended 30 June 2025
Index to the notes
Note Page
Preparation of the consolidated financial statements
About the reporting entity 16
Statement of compliance 16
Basis of preparation 16
Critical accounting assumptions, estimates and judgements 16
Material accounting policies
Impairment 17
Goods & services tax 17
Changes in accounting policies and accounting standards 17
Financial performance
The notes in this section explain the Group’s profit for the year and give more detail of items
that make up its revenue and expenses.
1 Revenue 18
2 Expenditure 18
3 Interest 19
4 Taxation 19
5 Segment report 20
6 Reconciliation of profit for the year with operating cash flows 21
7 Earnings per share 21
Financial position
This section describes the assets and liabilities the Group uses to generate profit including
its working capital.
8 Inventory 22
9 Property, plant and equipment 22
10 Trade and other receivables 24
11 Trade and other payables 25
12 Cash and cash equivalents 25
13 Credit contracts 26
14 Leases 27
15 Intangible assets 29
Investments
This section describes the corporate structure of the Group and how the results and balances
of the individual companies are combined into the consolidated financial statements.
16 Subsidiaries 30
17 Investments 30
Funding
This section describes the sources of funding the Group uses and how they are managed.
18 Capital management 31
19 Movements in equity 32
20 Share capital 33
21 Dividends 33
22 Vehicle floorplan finance 33
23 At call deposits 34
24 Borrowings 34
25 Financial instruments 35
26 Reconciliation of liabilities arising from financial activities 37
Managing risk
The notes in this section describe how the Group manages the financial risks that affect its
financial position and performance.
27 Financial risk management 38
28 Financial derivatives – foreign exchange 39
29 Dealership franchise agreements 40
Other notes
30 Related party transactions 41
31 Contingencies 41
32 Events after the reporting date 41
16
Notes on the preparation of the consolidated financial statements
About the reporting entity
The financial statements presented are for The Colonial Motor Company Limited (the Company) and its
subsidiaries (the Group). The Company is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013 (FMCA 2013). Where an FMC Reporting Entity prepares consolidated financial
statements, parent company disclosures are not required and have therefore not been included in these
financial statements.
The Group is a Tier 1 for profit reporting entity as set out in the External Reporting Board’s Accounting
Standards Framework. The Colonial Motor Company Limited is a New Zealand registered company
listed on the New Zealand Stock Exchange.
The Group’s principal activity is operating franchised motor vehicle dealerships. There is a list of the
dealerships and the franchises they represent on page 10.
Statement of compliance
These consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS)
issued by the New Zealand Accounting
Standards Board, Part 7 of the FMCA 2013 and the Companies Act 1993. They also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board.
The consolidated financial statements were authorised for issue by the Directors on 11 September 2025.
Basis of preparation
The consolidated financial statements have been prepared
• on an historical cost basis, modified by the revaluation of certain assets and liabilities to fair value
through profit or loss and other comprehensive income, and
• on the assumption that the Group is a going concern
The consolidated financial statements are presented in New Zealand Dollars, which is the Group’s
functional and presentation currency, rounded to the nearest thousand dollars.
Critical accounting assumptions, estimates and judgements
The Group makes assumptions, estimates and judgements concerning the future. They are based on
historical experience and other factors including expectations of future events that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates.
Estimates, judgements and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
Estimates and judgements that have a significant risk of causing a material adjustment to the carrying
amount of the assets and liabilities are detailed in the relevant notes of these consolidated financial
statements.
17
Notes on accounting policies
The accounting policies set out in these notes have been applied consistently to all periods presented
in these consolidated financial statements.
The following material accounting policies relate to the overall consolidated financial statements.
Policies specific to particular transactions or balances are detailed within each relevant note and are
highlighted by a solid blue bar as indicated below:
Specific accounting policy
Material accounting policies
Impairment
The carrying amounts of the Group’s assets, with the exception of cash and debtors, are reviewed at
each reporting date to determine whether there is any objective evidence of impairment. An impairment
loss is recognised whenever the carrying amount of an asset exceeds its estimated recoverable amount.
Impairment losses directly reduce the carrying amount of assets and are recognised as an expense in
the consolidated statement of financial performance.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing fair value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate of the time value of money and risks specific to that
asset.
In respect of all assets (except goodwill and intangibles with indefinite useful lives) an impairment loss
is reversed if there has been a change in the estimate used to determine the recoverable amount.
Goods & Services Tax
The consolidated financial statements are prepared net of Goods & Services Tax (GST) with the
exception of receivables and payables which are stated including GST.
Changes in accounting policies and accounting standards
There have been no changes in the existing accounting policies during the year.
No new accounting standards which became effective from 1 July 2024 were considered to be material
for the Group.
New standards, interpretations and amendments
At the date of authorisation of these consolidated financial statements, certain new interpretations to
existing standards have been published but are not yet effective and have not been adopted early by
the Group.
All pronouncements will be adopted in the first accounting period beginning on or after the effective date
of the new standard. A new standard, NZ IFRS18 –
Presentation and Disclosure in Financial
Statements, which has issued but is not yet effective will have an impact on the Group in future reporting
periods. The standard introduces new requirements around how information is presented in the financial
statements including new categories for the grouping of data. The Group will adopt the standard in the
June 2028 financial statements.
18
Notes on financial performance
1 Revenue
Revenue from Contracts with Customers
All of the revenue from contracts with customers arises from the sale of goods or services. The transaction
price is measured as the fair value of the consideration received or receivable and is net of returns, trade
allowances and rebates. All contracts are short term in nature.
For the supply of goods, the performance obligation is considered to be satisfied when control of the
goods has been passed to the buyer. This generally happens on delivery and revenue is recognised at
that time. Payment is usually required before the goods are delivered.
For the supply of services, performance obligations are considered satisfied when the service has been
completed. Revenue is recognised at that time. Payment is due on completion of the service.
The Group sells some products which have extended warranty or maintenance periods. These are part
of the price of the original goods or services and are not identified or treated separately. Any costs incurred
by the Group in respect of these services are recovered from the manufacturers providing the extended
warranties and maintenance agreements.
Other Revenue
Rental revenue arising from premises rental is accounted for on a straight line basis over the lease term.
Interest comprises interest on funds invested and is recognised in the statement of financial performance
as it accrues using the effective interest rate method.
2025
$000
2024
$000
Revenue from
Sale of products 909,909 923,111
Sale of services 89,128 87,800
Total revenue from contracts with customers 999,037 1,010,911
Interest 53 64
Other revenue 2,531 1,945
Total other revenue 2,584 2,009
2 Expenditure
Expenditure in the consolidated statement of financial performance includes:
2025
$000
2024
$000
Auditor’s remuneration
Audit fees – statutory audit 615 604
Other services - -
Total auditor’s remuneration 615 604
Operating lease expense 256 312
Directors’ fees 309 295
Bad debts written off 116 44
Donations 46 59
Contributions to retirement savings
CMC Workplace Savings Scheme 880 1,026
KiwiSaver 1,968 1,795
Increase/(decrease) in impairment allowance for:
Parts inventory obsolescence (433) 203
Used stock provision (260) 16
Doubtful debts 21 (20)
Credit contracts (3) (4)
19
3 Interest
Interest expense comprises interest on deposits, vehicle floorplan finance, borrowings and bank
overdraft facilities.
See note 27 (b) for interest rate disclosures.
Interest costs are recognised using the effective interest rate method and expensed in the period they
are incurred.
4 Taxation
4(a) Tax expense
Tax expense comprises current and deferred tax. Tax is recognised in the consolidated statement of
financial performance except when it relates to items recognised directly in the consolidated statement
of comprehensive income.
2025
$000
2024
$000
Trading profit before tax 27,763 27,674
Non-trading items before tax (47) (618)
Profit before tax for the year 27,716 27,056
Expected tax charge at 28% 7,760 7,577
Tax adjustments for:
Non-deductible expenses 98 332
Changes in unrecognised temporary differences 284 43
Prior year adjustment 406 -
Actual current tax charge 8,548 7,952
Movement in deferred tax (350) 12,749
Total tax expense 8,198 20,701
Effective current tax rate on trading profit before tax 30.8% 28.7%
Effective current tax rate on profit before tax 30.8% 29.4%
4(b) Deferred tax
The calculation of deferred tax uses the liability approach that recognises deferred tax assets and
liabilities based on differences between the accounting and tax values of specific items in the
consolidated statement of financial position.
Deferred tax assets and liabilities are carried:
• at the tax rates expected to apply when the assets are recovered or liabilities settled
• on the basis that the Group expects future profits to exceed any reversal of existing temporary
differences
20
Deferred tax liability
2025
$000
2024
$000
At the beginning of the year (4,559) 7,916
Movement through the consolidated statement of
financial performance
On trading profit (209) (18)
On non-trading property depreciation 559 (12,731)
Movement through property revaluation reserve (1,119) (634)
Movement through foreign currency cash flow hedge reserve (223) 908
At the end of the year (5,551) (4,559)
Deferred tax assets and liabilities are attributable to the following:
Trade and other payables 7,485 6,281
Trade and other receivables 28 22
Employee benefits 1,288 1,314
Inventories 1,143 1,287
Financial derivatives (8) 215
Impairment allowance for finance bad debts 1 2
Property, plant and equipment (6,790) (5,542)
Building depreciation rule change (8,698) (8,138)
Deferred tax liability at the end of the year (5,551) (4,559)
4(c) Imputation credit account
2025
$000
2024
$000
Imputation credits available for use in subsequent
reporting periods
53,623 49,890
The New Zealand imputation regime enables tax credits to be attached to dividends paid to
shareholders as a method of avoiding double-taxation of company profits.
5 Segment report
The Group is structured so that each motor vehicle dealership is managed locally under the control of a
dealer principal who reports monthly to the Group Chief Executive. The Group Chief Executive is
considered to be the Chief Operating Decision Maker in terms of NZ IFRS 8 - Operating Segments. The
key measures used to assess dealership performance are revenue, trading profit before tax, trade
receivables and inventory.
The dealerships have similar economic characteristics, financial performance (as measured by their
gross profitability), products, services, processes, customers, methods of distribution and all operate in
the same regulatory environment. On that basis, all of the Group’s operating segments have been
aggregated into a single reporting segment to most appropriately reflect the nature and financial effects
of the business activities in which the Group engages and the economic environment in which it operates.
2025 2024
Operating
segment Corporate
Total
Group
Operating
segment Corporate
Total
Group
$000 $000 $000 $000 $000 $000
Revenue from customers 1,000,673 895 1,001,568 1,012,028 828 1,012,856
Depreciation & amortisation 5,158 3,899 9,057 5,696 4,325 10,021
Interest income 53 - 53 64 - 64
Interest expense 7,794 6,359 14,153 8,029 7,463 15,492
Trading profit before tax 25,703 2,060 27,763 26,317 1,357 27,674
Income tax 7,441 1,107 8,548 7,612 340 7,952
Total assets 338,281 248,235 586,516 349,150 249,389 598,539
Material non-cash items
Revaluation loss on
property
- (47) (47) - (735) (735)
Deferred tax (232) 582 350 114 (12,863) (12,749)
21
6 Reconciliation of profit for the year with operating cash flows
2025
$000
2024
$000
Profit for the year 19,518 6,355
Adjustments for non-cash items
Depreciation and amortisation 9,057 10,021
Revaluation of property and investments 47 618
Cancellation of lease (403) (119)
Movement in
Impairment of credit contracts (3) (4)
Deferred tax (350) 12,749
Movement in working capital
Trade and other payables (9,768) (18,787)
Tax payable 1,297 (3,414)
Trade and other receivables 10,656 (9,573)
Inventory 15,254 (38,827)
Net cash flow from operations 45,305 (40,981)
7 Earnings per share
2025
$000
2024
$000
Trading profit after tax 17,831 17,884
Profit after tax for the year attributable to shareholders 18,343 4,535
Weighted average number of shares on issue – see note 20
Basic and diluted earnings per share on
Cents per
share
Cents per
share
Trading profit after tax 54.5 54.7
Profit after tax attributable to shareholders 56.1 13.9
Basic and diluted earnings per share are calculated by dividing the profit after tax attributable to
shareholders by the weighted average number of shares outstanding during the year.
There were no potentially dilutive ordinary shares outstanding at the reporting date (2024: none).
22
Notes on financial position
8 Inventory
New and used vehicles are valued at the lower of cost or net realisable value. Parts, accessories,
workshop stocks, fuels and gases are recognised at cost, using where applicable, the first in first out
method. Cost includes expenditure incurred in acquiring the inventory and bringing it to the existing
location and condition. Due allowance has been made for obsolete and slow moving stock.
Inventory, particularly of vehicles, is reviewed on a transaction by transaction basis as part of normal
commercial trading. Estimates and judgement are required to ensure that carrying values do not
exceed net realisable values at the reporting date.
Parts inventory is reviewed regularly for slow-moving or obsolete stock. At each reporting date an
impairment allowance is recognised based on the age of stock and historical evidence of inventory
held for a similar timeframe. The movement in the parts obsolescence allowance is as a result of a
combination of the realisation and scrapping of aged stock during the reporting period.
2025
$000
2024
$000
Vehicles 205,935 216,774
Parts, accessories, workshop fuels and gases 40,122 37,547
Impairment allowance (3,895) (4,192)
Total inventory 242,162 250,129
Total inventory write-down including parts, parts obsolescence and vehicles (408) 353
9 Property, plant & equipment
Land & buildings
Land and buildings owned by the Group are categorised as property, plant & equipment because they
are owned specifically for use in the revenue generating operations of its subsidiaries.
All land and buildings, other than properties held for sale (if any), were independently valued at
reporting date by Quotable Value Limited to comply with Property Institute New Zealand Professional
Practice Standards and International Valuation Standards.
All property has been classified as level 2 in the fair value hierarchy specified in NZ IFRS 13 – Fair
Value Measurement because there is an observable active market for these type of assets.
All property was valued at its highest and best use by applying a direct sales comparison approach,
which derives fair values by comparing the property to similar assets that have recently sold on the
open market.
Any revaluation surplus is credited to the property revaluation reserve unless it reverses a revaluation
decrease for the same asset previously recognised in profit or loss. In that case, the surplus is credited
to profit or loss to the extent of the decrease previously charged. Any revaluation deficit is recognised
through profit or loss unless it directly offsets a previous surplus in the same asset in the property
revaluation reserve.
Other property, plant & equipment
Property, plant & equipment other than land and buildings are carried at cost less accumulated
depreciation and impairment losses. Cost includes all expenditure that is directly attributable to the
acquisition of the asset. Software that is integral to the functionality of the related equipment is
capitalised as part of the asset.
Depreciation
Land is not depreciated. The economic life of buildings has been assessed at between 33 and 100
years and buildings are depreciated accordingly. Any accumulated depreciation on buildings at
revaluation date is eliminated against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset.
Other plant and equipment has been depreciated over its estimated useful life on an accounting basis
that the Group considers best reflects the decline in the economic service potential of each class of
assets. The general rate bands are shown below:
Furniture, fittings and equipment 7.5 – 60% of Diminishing Value
Service vehicles 18 – 36% of Diminishing Value
Carrying values and depreciation rates are reviewed at each reporting date to ensure depreciation
rates are appropriate.
23
Land &
buildings
Furniture,
fittings &
equipment
Service
vehicles Total
$000 $000 $000 $000
Cost or fair value at 30 June 2023 138,651 30,753 10,918 180,322
Accumulated depreciation - (20,601) (4,085) (24,686)
Revaluation 96,323 - - 96,323
Net book value at 30 June 2023 234,974 10,152 6,833 251,959
Additions 6,193 2,306 8,892 17,391
Disposals (72) (63) (5,502) (5,637)
Depreciation (3,200) (2,239) (2,226) (7,665)
Movement in revaluation 1,655 - - 1,655
Net book value at 30 June 2024 239,550 10,156 7,997 257,703
Cost or fair value at 30 June 2024 141,572 34,403 13,120 187,095
Accumulated depreciation - (22,247) (5,123) (27,370)
Revaluation 97,978 - - 97,978
Net book value at 30 June 2024 239,550 10,156 7,997 257,703
Additions 6,704 1,637 4,184 12,525
Disposals (103) (180) (7,747) (8,030)
Depreciation (3,199) (2,064) (1,559) (6,822)
Movement in revaluation 4,224 - - 4,224
Net book value at 30 June 2025 247,176 9,549 2,875 259,600
Comprised of:
Cost or fair value at 30 June 2025 144,974 31,557 7,641 184,172
Accumulated depreciation - (22,008) (4,766) (26,774)
Revaluation 102,202 - - 102,202
Net book value at 30 June 2025 247,176 9,549 2,875 259,600
2025
$000
2024
$000
Revaluation deficit recognised as non-trading items through the statement
of financial performance (47) (735)
Capital work in progress included in the value of land & buildings at
reporting date. Capital work in progress is not subject to depreciation until
completed and brought into use 1,715 2,270
Capital commitments
Commitments to the future acquisition of new dealership facilities and
development projects to existing facilities 188 1,952
If land and buildings were measured at cost the carrying value would be $144,976k (2024: $141,572k)
24
10 Trade and other receivables
2025
$000
2024
$000
Trade receivables 40,714 54,312
Impairment allowance for expected credit losses (99) (78)
40,615 54,234
Other receivables 5,136 2,553
Prepayments 619 244
Total trade and other receivables 46,370 57,031
Bad debts written off in year 116 44
The net carrying value of trade receivables and prepayments is considered to be their fair value.
The Group has adopted the simplified model of recognising lifetime expected credit losses as none
of the trade or other receivables contain a significant financing component.
In measuring expected credit losses, the trade receivables have been assessed on a collective basis
as they share similar credit risks. Expected loss rates are based on historic trading patterns over the
last 5 years adjusted for anticipated changes in the 12 months following reporting date.
The items included in other receivables do not share the same credit risks as trade receivables and
no credit loss is expected to arise.
Trade receivables are written off as bad debts when there is no expectation of recovery.
On the above basis the expected credit loss of trade receivables is as follows:
2025
$000
2024
$000
Expected credit loss rate 0.24% 0.14%
Gross carrying amount 40,714 54,312
Expected credit loss 99 78
Movements in the loss allowance are as follows:
Balance at 1 July 78 98
Allowance recognised in the statement of financial
performance 21 (20)
Allowance recovered - -
Balance at 30 June 99 78
25
11 Trade and other payables
Trade and other payables are stated at amortised cost and includes benefits accrued for employees
including unpaid wages and incentives and annual leave.
Trade and other payables are all due within one year.
The Group has finance arrangements with a number of providers who pay manufacturers for new
vehicles under normal trade terms. These liabilities have a maximum term of one year and are disclosed
separately. See note 22 for more details.
2025
$000
2024
$000
Trade payables 29,423 36,861
Employee benefits 9,022 8,669
Other payables 9,450 10,051
Total trade and other payables 47,895 55,581
12 Cash and cash equivalents
2025
$00
2024
$000
Bank accounts in funds 11,996 11,473
Net cash and cash equivalents 11,996 11,473
These balances include all cash and cash equivalents.
Bank overdrafts are payable at call.
The Company guarantees the amounts owing by its subsidiaries under overdraft facilities and the
subsidiaries guarantee the indebtedness of the Company.
Aggregate limit on bank overdrafts 6,635 6,635
26
13 Credit contracts
Dealerships arrange finance for customers to buy vehicles with a number of finance companies. Before
the customers enter into the finance agreements, information is gathered and provided to the finance
companies to check that customers meet their creditworthiness, affordability and
other criteria.
Dealerships make the initial loans to the customer but instantaneously assign them to the finance
company.
Credit contracts with Motor Trade Finance Limited
Credit contracts with Motor Trade Finance Limited (MTF) differ from the other finance companies. MTF
retains the right of recourse to the dealership if a particular customer defaults on their payments.
Accounting for the MTF credit contracts results in creating a receivable from the customer (which is
collected by MTF due to the assignment) and an equal and opposite liability for the amount that may
become payable to MTF if the customer defaults. In the normal course of business, the receivable and
liability for each finance deal reduce in parallel as customers make routine repayments.
The financial liabilities under credit contracts at reporting date consist of the outstanding balances on
customers’ accounts. The movement in the liability is detailed in note 26.
Financial receivables – credit contracts
There is a risk if customers fail to make the necessary repayments that the receivable will not be
recoverable and the liability will remain payable to MTF. Factors that mitigate
this risk include:
• credit checks that are carried out when the finance is arranged
• timely credit control practices
• the number of outstanding loans means there is no concentration of credit risk on a restricted
number of debtors
• security over the vehicles that are financed so that, if other measures fail, the vehicles can be
repossessed and sold to offset bad debts
Bad debts
If customers default and the sale proceeds of the vehicle do not cover the outstanding balance, the
deficit is recognised as an expense in the statement of financial performance.
Impairment
The balances are routinely reviewed for impairment and an allowance is made for amounts that are
unlikely to be recovered. The impairment allowance is calculated as a percentage of net amounts
outstanding under the credit contracts based on historic trading patterns.
Amounts owed by customers are recoverable over a number of years. To determine the percentage
used for the impairment allowance, estimates are based on historical data for contracts in default.
Financing agreements outstanding at reporting date that have been assigned to MTF with recourse
have the following repayment schedule:
2025
$000
2024
$000
Up to 1 year 156 436
1 to 2 years 281 261
2 to 3 years 142 91
3 to 4 years 14 99
4 to 5 years - 12
Total 593 899
Impairment allowance (2) (5)
Carrying value of receivables 591 894
Number of credit contracts 27 48
Value of impaired accounts written off in the year ($000) - -
Actual arrears past due at 30 June ($000) - -
Arrears as a percentage of total - -
Total value of accounts in arrears at 30 June ($000) 5 12
Accounts in arrears as a percentage of total 0.84% 1.29%
27
The amounts payable by customers under the financial assets – credit contracts, including future
interest, have the following repayment profile, which is the maximum amount the Group may be required
to pay if subject to recourse under its contractual obligations.
2025
$000
2024
$000
Less than 1 year 208 509
1 to 2 years 315 297
More than 2 years 170 229
Total 693 1,035
14 Leases
With the exception of low value assets and short term leases, at the start date of an operating lease the
Group recognises a right of use asset, representing the right to use the underlying asset, and a lease
liability, representing the obligation to make lease payments.
The right of use asset is initially measured at cost comprising the lease liability recognised, any initial
direct costs including lease payments made before the commencement date, less any incentives. Right
of use assets are then depreciated on a straight line basis over the shorter of the lease term or the
estimated useful life of the assets. The Group also assesses the impairment of the right of use asset
when such indicators exist.
The lease liability is recognised from the start date of the lease measured at the present value of lease
payments to be made over the life of the lease. When calculating the present value of lease payments,
the Group uses its incremental borrowing rate at the commencement date of the lease as the interest
rate implicit in the lease is not determinable. After the commencement date, the amount of the lease
liability is increased to reflect the addition of interest charges and reduced for the lease payments made.
The carrying amount of lease liabilities is remeasured if there is a change in the terms of the lease (for
example a change in the length of the lease or a change in the lease payments). The term of the lease
includes any rights of renewal where there is a reasonable level of certainty that the lease will be
renewed.
Lease payments on low value assets or short term leases (less than 12 months) are recognised as an
expense on a straight line basis over the lease term.
The Group has leases for dealership facilities, including showrooms, workshops, office space and
storage areas at a number of sites across the country and for office accommodation in Wellington. With
the exception of short term leases and leases on low value assets, each lease is reflected on the
statement of financial position as a right of use asset and an associated lease liability. Property leases
have original terms up to 24 years and most have rights to renew exercisable at the option of the Group.
The majority of leases allow for a market rent increase when renewals are exercised and some have
annual inflation increases.
The following table summarises the Group’s leasing activities:
Number
leased
Range of
remaining
terms (years)
Average
remaining
term (years)
Number with
renewal options
Number with
rent reviews
Dealership
facilities
30 1 to 24
7 26 27
Office
building
1 5 5 1 1
28
The value of right of use assets by type is summarised below:
Dealership
facilities
Office
building Total
$000 $000 $000
At 1 July 2023 18,269 930 19,199
Additions 3,908 - 3,908
Depreciation (2,202) (139) (2,341)
Disposals (977) - (977)
Right of use assets at 30 June 2024 18,998 791 19,789
Additions 8,734 64 8,798
Depreciation (2,199) (150) (2,349)
Disposals (1,988) - (1,988)
Total right of use assets at 30 June 2025 23,545 705 24,250
Lease liabilities are presented as current or non-current liabilities based on the maturity date of the
underlying lease. The maturity of lease liabilities is as follows:
Within
one
year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
5 to 10
years
Over 10
years
$000 $000 $000 $000 $000 $000 $000
2025
Lease liability 2,000 1,903 1,976 2,057 2,027 8,444 7,760
Finance charge 1,432 1,319 1,209 1,091 965 3,121 2,309
2024
Lease liability 2,070 2,018 1,959 1,996 1,945 7,668 4,191
Finance charge 1,072 979 884 786 688 688 372
Interest costs for the year on lease liabilities was $1,200k (2024: $1,067k). This has been included in
interest in the statement of financial performance.
A number of leases have right to renew options exercisable by the lessee. The Group has included all
of these renewal options in the right of use asset with the exception of three properties which are sub-
leased and exercise of the renewal is subject to the head lease.
The Group has a number of properties which are leased on terms which have less than 12 months to
run. The cost of these leases was $523k (2024: $312k) for the year and has been included in property
occupation costs in the statement of financial performance. At 30 June 2025 the total commitment on
these leases was $167k (2024: $324k).
The Group owns some properties that are not completely occupied by Group companies and the space
is leased to third parties. The leases are negotiated under normal commercial arrangements with
varying terms, escalation clauses and renewal conditions and without undue restrictions. Rent of
$1,307k (2024: $1,195k) has been included in other revenue. The rent is receivable during the non-
cancellable periods of these leases according to the following schedule.
Lease receivables
2025
$000
2024
$000
Within one year 1,059 1,020
Between one and two years 768 600
Between two and five years 543 460
Over five years - 12
Total operating lease receivables 2,370 2,092
29
15 Intangible assets
Intangible assets consist of goodwill.
Goodwill is recognised on acquisitions of subsidiaries or purchases of business assets and represents
the excess of the acquisition costs over the fair value of the individually identified acquired assets and
liabilities at acquisition date.
Goodwill relates to the acquisition of business assets which have no foreseeable limit to the period over
which they are expected to generate cash inflows for the Group. As such they are considered to have
an indefinite useful life.
The value of intangibles is compared with the “value in use” of the affected dealerships, being South
Auckland Motors Ltd and Dunedin City Motors Ltd, which have been identified as the cash generating
units associated with the intangibles. Impairment of the intangible assets is recognised if there is
considered to be a permanent reduction in the “value in use”.
Impairment testing calculations require the use of estimates and assumptions. The calculations of “value
in use” are based on the actual results for the past five reporting periods together with the projected
results for the next five reporting periods. It was assumed that the results from 2026 would show an
improvement in performance as the impact of lower interest rates impacts the economy.
Key assumptions relate to the general economic outlook, the size of the new and used vehicle industries
and the performance of the Group’s business units in this environment.
The discount rate used in completing the cash flow forecast to assess value in use was 9.8%
(2024: 10.1%).
Management considers that any reasonable change in a key assumption used in the determination of
the value in use would not cause the carrying amount of goodwill to exceed the recoverable amount.
The value of intangible assets was reviewed at 30 June 2025. There was no indication of impairment
below their carrying amount (2024: $Nil).
2025 2024
Goodwill $000 $000
Balance at 1 July 1,028 1,028
Impairment loss during the year - -
Balance at 30 June 1,028 1,028
Cost 1,028 1,028
Accumulated amortisation and impairment - -
Balance at 30 June 1,028 1,028
30
Notes on investments
16 Subsidiaries
Subsidiaries are entities controlled by the Company. Control requires the investor to have exposure or
rights to variable returns and the ability to affect those returns through power over the investee. The
financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases. Intra-group balances, and any revenue and
expenses from intra-
group transactions, are eliminated in preparing the consolidated financial
statements.
Non-controlling interests in the results and equity of subsidiaries are shown separately in each of the
consolidated financial statements. They represent the portion of the profit or loss, other comprehensive
income and net assets of subsidiaries that are not held by the Group based on their respective
ownership interests.
All subsidiaries are 100% owned (2024: 100%), with the exception of Southpac Trucks Limited which is
85% owned (2024: 85%). All subsidiaries have a reporting date of 30 June. All Group companies are
registered in New Zealand. Subsidiary companies operate as motor vehicle dealerships and related or
incidental activities. The Company provides administrative and financial services to the subsidiaries as
well as leasing them, at market rates, many of the properties they occupy.
Trading subsidiaries
Agricentre South Ltd, Avon City Ltd, Avon City Motors Ltd, Capital City Motors Ltd, Dunedin City Motors
Ltd, Energy City Motors Ltd, Energy Motors Ltd, Fagan Motors Ltd, Hutchinson Motors Ltd, M.S. Motors
(1998) Ltd, Macaulay Motors Ltd, Manukau Autos Ltd (formerly Capital City Paint & Panel Ltd), NZ
Automotive Ltd, Ruahine Motors Ltd, South Auckland Motors Ltd, Southern Autos – Manukau Ltd,
Southern Lakes Motors Ltd, Southpac Trucks Ltd and Timaru Motors Ltd.
Non-trading subsidiaries
Agricentre Ltd, Avery Motors Ltd, Central Lakes Automotive Ltd, East City Ford Ltd, EV Trucks Ltd, The
Motor Company Ltd, Centennial Motors Ltd, Panmure Motors Ltd, KB Ford Ltd, CMC Motors Ltd,
Queenstown Motors Ltd, South Auckland Ford Ltd, Southland Tractors Ltd, Stevens Motors Ltd, CMC
Motor Group Ltd and Trucks South Ltd.
Non-controlling interest
Southpac Trucks Ltd operates branches and service agencies throughout New Zealand and its principal
place of business is Auckland. The summarised financial position and cash flows at the reporting date
were as follows:
2025
$000
2024
$000
Shareholders’ equity 35,633 33,501
Total liabilities 108,186 139,676
Total equity and liabilities 143,819 173,177
Total assets 143,819 173,177
Net cash flows from:
Operating activities 15,884 (34,024)
Investing activities (950) (1,507)
Financing activities (16,262) 37,424
Net movement in cash held (1,328) 1,893
Opening cash balance 4,047 2,154
Closing cash balance 2,719 4,047
17 Investments
2025
$000
2024
$000
Shares in Motor Trade Finance Limited (MTF) 491 491
Other 1 1
Total investments 492 492
MTF shares are traded in a quoted but restricted market and are categorised as level 2 in the fair value
hierarchy set out in NZ IFRS 13 – Fair Value Measurement.
Shares are carried at fair value with changes in value recognised through the statement of financial
performance.
31
Notes on funding
18 Capital management
The Group’s capital includes share capital, retained earnings and property revaluation reserves.
The Group’s policy is to maintain a strong capital base to ensure that it continues as a going concern,
to maintain investor, supplier and market confidence and to sustain future development of the business.
The Board regularly monitors future capital requirements and costs to maintain an appropriate balance
of shareholders’ equity and debt. The Group generally maintains the capital structure by setting a
sustainable level of dividends.
The Group issues call debt securities and maintains relationships with a number of financial institutions
to ensure that adequate debt facilities are available to meet short to medium term strategic cash flow
requirements and as a buffer for unexpected events. The Group complied with all of the financial
covenants incorporated in the borrowing facilities (note 24) and the at call deposit trust deed (note 23)
at the reporting date and at 30 June 2024. There are no other externally imposed capital requirements.
There has been no change in the Group’s management of capital during the years ended 30 June 2025
or 30 June 2024.
32
19 Movements in equity
Share
capital
(Note 20)
Property
revaluation
reserve
Foreign
exchange
cash flow
hedge
reserve
Retained
earnings
Total
attributable
to share-
holders
Non-
controlling
interest
Total
equity
$000 $000 $000 $000 $000 $000 $000
Balance at 30 June 2023 15,968 113,831 1,514 179,460 310,773 5,149 315,922
Dividends paid - note 21 - - - (18,636) (18,636) (1,500) (20,136)
Total transactions with
shareholders
- - - (18,636) (18,636) (1,500) (20,136)
Profit for the year - - - 4,535 4,535 1,820 6,355
Other comprehensive income
Property revaluation reserve
Fair value movement - 2,389 - - 2,389 - 2,389
Deferred tax - (634) - - (634) - (634)
Foreign exchange cash flow
hedge reserve
Fair value movement - - (2,756) - (2,756) (487) (3,243)
Deferred tax - - 772 - 772 136 908
Total comprehensive income - 1,755 (1,984) 4,535 4,306 1,469 5,775
Balance at 30 June 2024 15,968 115,586 (470) 165,359 296,443 5,118 301,561
Dividends paid - note 21 - - - (11,443) (11,443) (900) (12,343)
Total transactions with
shareholders
- - - (11,443) (11,443) (900) (12,343)
Profit for the year - - - 18,343 18,343 1,175 19,518
Other comprehensive income
Property revaluation reserve
Fair value movement - 4,271 - - 4,271 - 4,271
Deferred tax - (1,119) - - (1,119) - (1,119)
Foreign exchange cash flow
hedge reserve
Fair value movement - - 676 - 676 119 795
Deferred tax - - (190) - (190) (33) (223)
Total comprehensive income - 3,152 486 18,343 21,981 1,261 23,242
Balance at 30 June 2025 15,968 118,738 16 172,259 306,981 5,479 312,460
Reserves
The property revaluation reserve arises on the revaluation of land and buildings. Where revalued land
or buildings are sold, the portion of the revaluation reserve that relates to the asset and is effectively
realised, is transferred directly to retained earnings.
The foreign exchange cash flow hedge reserve comprises the cumulative balance of adjustments to
uncompleted transactions that qualify as effectively hedged under NZ IFRS 9 – Financial Instruments.
33
20 Share capital
All shares on issue are fully paid-up and have no par value.
All ordinary shares:
• have equal voting rights
• share equally in dividends
• would share equally in any surplus on winding up
2025
$000
2024
$000
Share capital 15,968 15,968
Thousands
of shares
Thousands
of shares
Number of ordinary shares authorised and on issue 32,695 32,695
Weighted average number of ordinary shares on issue 32,695 32,695
21 Dividends
2025
$000
2024
$000
Date paid Cents per share
Final for the previous year 7 October 2024 20.0 6,539 13,732
Interim for the current year 31 March 2025 15.0 4,904 4,904
Dividends paid during the year 11,443 18,636
For details of the final dividend for the current year, see note 32.
22 Vehicle floorplan finance
When not purchased outright, new vehicles are funded by bailment arrangements, which represent a
financial liability, accounted for at amortised cost. The vehicles are initially included in inventory at the
same value.
Most of the subsidiaries have bailment facilities with finance companies to provide funding for new
vehicles. The main finance company is UDC Finance Limited
. Under these facilities the finance
companies own the vehicles that are placed in the control of the subsidiaries as bailees and are available
to display for sale to the public in the dealerships. The subsidiaries pay bailment fees (similar to interest)
for the use of the vehicles. The bailment agreements are subject to financial limits. The finance company
pays the manufacturer for the vehicle under the normal trade terms. The vehicles are purchased from
the finance companies when they are sold to customers.
If the subsidiaries breach the bailment agreements, the finance companies retain the right to repossess
and sell the vehicles and the subsidiaries must meet any shortfall of the sale proceeds from the purchase
price of the vehicles.
Liabilities under bailment agreements are due for payment within the next 12 months.
2025
$000
2024
$000
Total vehicle floorplan finance 92,451 100,032
34
23 At call deposits
The Company offers for subscription unsecured call debt securities (Deposits) that are repayable on
demand. Acceptance of Deposits is restricted to shareholders, employees and their associates.
At reporting date the Deposits were constituted by, issued under and described in, a trust deed dated
13 September 2016 between the Company, its Guaranteeing Subsidiaries (as therein defined) and
Public Trust as supervisor for the holders of Deposits (the Depositors). Under the terms of the trust
deed the Guaranteeing Subsidiaries unconditionally guarantee, jointly and severally, the repayment
of the deposits together with interest thereon by the Company and by each of the other Guaranteeing
Subsidiaries. The governance documents, including a product disclosure statement, are available on
the Disclose Register.
Interest is payable on Deposits at rates that vary from time to time as disclosed to the Depositors on
the application form or as subsequently notified to Depositors in writing. The interest rate applicable
at 30 June 2025 was 4.40% (2024: 5.75%).
2025
$000
2024
$000
Deposits 28,074 29,325
Maximum amount of deposits on offer 40,000 40,000
24 Borrowings
The Group has wholesale facilities with BNZ, ANZ and Westpac, three highly respected international
registered trading banks. The facility with ANZ has a maturity date of March 2026 and has been treated
as current. The facility with BNZ has two components, one with a maturity date of March 2026 and
one with a maturity date of March 2027. The component with a maturity date of March 2026 has been
treated as current, the remainder as non-current. The facility with Westpac has maturity date of March
2027 and has been treated as non-current. The facilities are used to finance working capital and are
drawn and repaid as required. During the year the combined facility limits were reduced by $10m to
$95m.
Wholesale bank borrowing is transacted only by the Company. Its indebtedness is guaranteed by its
trading subsidiaries to the full extent of the facilities.
The agreements with each of the banks are very similar and require the Group to meet financial criteria
based on ratios derived from its financial statements. The Group also pledges to the banks not to grant
security over any of its assets i.e. a “negative pledge”.
The Parent Company had a finance agreement with UDC Finance Limited to fund the purchase of
new vehicles. This was repaid in full during the year.
2025
$000
2024
$000
Bank borrowing 26,546 56,371
Vehicle borrowing - 6,294
Borrowing – current 26,546 62,665
Bank borrowing - non current 44,180 20,000
Combined bank facility limits 95,000 105,000
Vehicle financing facility limit - 7,000
35
25 Financial instruments
Financial instruments primarily comprise cash at bank, receivables, payables, credit contracts, forward
exchange contracts, shares in companies, borrowings and loans.
Financial assets, other than those designated and effective as hedging instruments, are classified into
the following categories:
• amortised cost
• fair value through profit or loss
• fair value through other comprehensive income
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset
Measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are
not designated as fair value through profit or loss):
• the assets are held to collect contractual cash flows
• the contractual terms of the assets give rise to cash flows that are only payments of principal and
interest
After initial recognition, the assets are measured at amortised cost using the effective interest rate
method. Discounting is ignored where the effect of discounting is not material.
Financial assets at fair value through profit or loss
Financial assets that are held under a different model than ‘held to collect’ or ‘held to collect and sell’
and assets whose cash flows are not solely payments of principal and interest are accounted for as
fair value through profit or loss. All derivative financial instruments fall into this category, except for
those designated and effective as hedge instruments. This category also contains any equity
investments.
Assets in this category are all measured at fair value with gains or losses recognised in the statement
of financial performance. The fair values of the assets in this category are determined by reference to
an active market or by using an alternative valuation technique where no market exists.
Financial assets at fair value through other comprehensive income
The Group had no financial assets in this category at 30 June 2025.
Impairment of financial assets
Recognition of credit losses is not dependent on identifying a credit loss event but instead considers
a broader range of information when assessing credit risk including past events, current conditions
and reasonable forecasts that could affect the expected collectability of future cash flows. In applying
this approach, distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial
recognition, or that have a low credit risk (Stage 1)
• financial instruments that have deteriorated in credit quality since initial recognition and whose
credit risk is not low (Stage 2)
• financial instruments that have objective evidence of impairment at the reporting date
Twelve month expected credit losses are recognised for Stage 1 instruments while lifetime expected
credit losses are recognised for Stage 2 instruments. Measurement of expected credit losses is
determined by a probability weighted assessment of the credit losses over the life of the instrument.
The Group makes use of a simplified approach in accounting for trade receivables. See note 10 for
more information.
36
Measurement of financial liabilities
Financial liabilities are initially measured at fair value and, where applicable, adjusted for transaction
costs. Subsequently, financial liabilities are measured at amortised cost using the effective interest
method except for derivative financial instruments that are designated and effective as hedging
instruments (see note 28).
Financial instruments by category
2025 2025 2024 2024
$000 $000 $000 $000
Fair value
through
profit or
loss
Amortised
cost
Fair value
through
profit or
loss
Amortised
cost
Assets
Cash and bank accounts - 11,996 - 11,473
Trade and other receivables - 45,752 - 56,787
Credit contracts - 591 - 894
Shares in companies 492 - 492 -
Financial derivatives – foreign exchange 27 - - -
Financial
liabilities at
amortised
cost
Financial
derivatives
at fair value
Financial
liabilities
at
amortised
cost
Financial
derivatives
at fair
value
Liabilities
Bank borrowings 70,726 - 76,371 -
Vehicle financing - - 6,294 -
At call deposits 28,074 - 29,325 -
Trade and other payables 38,445 - 45,530 -
Vehicle floorplan finance 92,451 - 100,032 -
Credit contracts 593 - 899 -
Financial derivatives – foreign exchange - - - 768
37
26 Reconciliation of liabilities arising from financing activities
Movements in liabilities from financing activities during the year were as follows:
At 1 July
2024 Cash flows
Non-cash
changes
At 30 June
2025
$000 $000 $000 $000
Bank borrowing – note 24 76,371 (5,645) - 70,726
Vehicle financing – note 24 6,294 (6,294) - -
At call deposits – note 23 29,325 (1,251) - 28,074
Vehicle floorplan finance – note 22 100,032 (7,581) - 92,451
Total short term borrowings 212,022 (20,771) - 191,251
Credit contracts – note 13
Short term 436 - (280) 156
Long term 463 - (26) 437
Lease liabilities – note 14
Short term 2,070 (2,077) 2,007 2,000
Long term 19,777 - 4,390 24,167
Total liabilities arising from financing
activities 234,768 (22,848) 6,091 218,011
At 1 July
2023 Cash flows
Non-cash
changes
At 30 June
2024
$000 $000 $000 $000
Bank borrowing – note 24 42,687 33,684 - 76,371
Vehicle financing – note 24 5,054 1,240 - 6,294
At call deposits – note 23 31,327 (2,002) - 29,325
Vehicle floorplan finance – note 22 51,994 48,038 - 100,032
Total short term borrowings 131,062 80,960 - 212,022
Credit contracts – note 13
Short term 452 - (16) 436
Long term 757 - (294) 463
Lease liabilities – note 14
Short term 2,038 (2,105) 2,137 2,070
Long term 19,103 - 674 19,777
Total liabilities arising from financing
activities 153,412 78,855 2,501 234,768
38
Notes on managing risk
27 Financial risk management
27 (a) Credit risk
Financial instruments which potentially subject the Group to concentrations of credit risk consist
principally of bank balances, deposits, receivables and credit contracts.
The carrying amounts of financial assets represents the Group’s maximum credit exposure.
The Group places its cash and short term investments with high credit quality financial institutions (as
determined by independent credit rating agencies) and limits the amount of credit exposure to any one
financial institution.
The Group performs credit evaluations on all customers requiring credit and generally does not require
collateral or other security to support financial instruments with credit risk.
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of
customers included in the Group’s customer base.
The rate of impairment of amounts receivable under credit contracts (note 13) is low. If the incidence of
recourse requiring balances to be written off were to increase by 1% it would increase the annual amount
written off through profit or loss by $0.01m (2024: $0.01m).
27 (b) Interest rate risk
The Group is not exposed to any specific interest rate risk other than normal interest rate movements
on a daily basis in the New Zealand market. The specific rates that the Group was exposed to during
the year were:
2025 2024
Bank overdrafts 6.54% - 12.45% 8.98% - 14.70%
At call deposits 4.40% - 5.75% 5.75%
Borrowing and bailment facilities 4.95% - 8.60% 7.17% - 9.20%
Bank borrowings are unsecured and fall within the agreed committed facility requirements in place with
the Group’s bankers. These facilities have maturity dates ranging from March 2026 to March 2027 and
are expected to be renewed in the normal course of business. The facilities can be drawn on or repaid
at any time and interest rates are variable. Vehicle financing loans are secured against the vehicle and
have terms of less than one year. The loans are drawn on or repaid as the vehicles to which they relate
are returned and replaced. The interest rate is variable. The carrying value of all loans is considered to
be the fair value.
Interest rate sensitivity
The effect of a movement of 1% in interest rates would be to change finance costs in the statement of
financial performance and equity by $0.99m per annum (2024: $1.12m).
27 (c) Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual payment obligations. The Group
monitors its cash on an ongoing basis to ensure it has sufficient credit facilities to meet its obligations.
The Group obtains funding for its operations from several sources. In addition to its shareholders’ funds
(made up of share capital and reserves), funding is also provided by depositors through the at call
deposit scheme and from banks and other financial institutions.
Financial liabilities in the form of at call deposits are repayable at call. Trade and other payables fall
due within one year. The potential repayment profile of amounts due under financial liabilities – credit
contracts is provided in note 13.
There is a risk that the banks may reduce or withdraw the facilities or will be unable to provide the level
of funding required. The Group would then be required to obtain alternative funding which could cost
more. If no alternative funding was available, the consequences would disrupt cash flows and potentially
the Group may not be able to continue to pay suppliers and staff or repay depositors.
If the finance companies were to withdraw the bailment facilities described in note 22 or were unable to
fund as many vehicles as required, the Group would have to seek alternative methods of funding the
vehicles. This could involve bailment agreements with other providers or additional bank funding to
purchase the vehicles outright. The consequences could include increased costs and disruption to the
supply of new vehicles for sale.
39
27 (c) Liquidity risk (continued)
The Group mitigates its funding risk by adopting prudent financial management practices (such as
closely monitoring its cash flows and regularly checking compliance with the financial ratios) and by
maintaining open and honest relationships with the banks and finance companies.
The extent of the financing facilities is disclosed in note 24 and floorplan facilities in note 22.
27 (d) Foreign currency risk
The Group enters into fixed rate foreign exchange contracts to create cash flow hedges for the purchase
of trucks on a contract-by-contract basis with firm customer orders and for units ordered for stock. Other
short term transactions are covered by forward exchange contracts and accounted for at that rate.
The principal values (stated in New Zealand Dollars) of forward exchange contracts entered into and
outstanding at each reporting date were denominated in the following currencies.
Currency
2025
$000
2024
$000
Australian Dollars (AUD 21.3m) 23,100 53,750
Euros (EUR 1.9m) 3,361 24,208
Total 26,461 77,958
Due to the close association between foreign currency commitments for imported goods, their selling
price and the underlying forward exchange contracts, it is estimated that any change in the New Zealand
Dollar exchange rates against the above currencies would have had minimal impact on the result and
equity for the years ended 30 June 2025 or 30 June 2024.
28 Financial derivatives – foreign exchange
Foreign exchange (liability)/asset
2025
$000
2024
$000
Balance at 1 July (768) 2,475
Movement during the year through
Other comprehensive income 795 (3,243)
Statement of financial performance - -
Balance at 30 June 27 (768)
The Group uses forward currency contracts to hedge its foreign currency risks. Such derivative financial
instruments are initially recognised at fair value on the date on which a derivative contract is entered
into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the
fair value is positive and as financial liabilities when the fair value is negative.
For the purpose of hedge accounting, hedges are classified as cash flow hedges when hedging the
exposure to variability in cash flows that is either attributable to a particular risk associated with a
recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment.
At the inception of a hedge relationship, the Group formally designates and documents the hedge
relationship to which it wishes to apply hedge accounting and the risk management objective and
strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the
risk being hedged and how the Group assesses whether the hedging relationship meets the hedge
effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the
hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the
following effectiveness requirements:
• there is ‘an economic relationship’ between the hedged item and the hedging instrument
• the effect of credit risk does not ‘dominate the value changes’ that result from that economic
relationship
• the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group actually hedges and the quantity of the hedging instrument that the
Group actually uses to hedge that quantity of hedged item
40
Hedges that meet all the qualifying criteria for hedge accounting all fall into one category of hedge and
are accounted for as described below:
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in Other Comprehensive
Income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the
statement of financial performance. The cash flow hedge reserve is adjusted to the lower of the
cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged
item. The Group continues to designate all of the forward contracts as hedging instruments.
The amounts accumulated in Other Comprehensive Income are accounted for depending on the nature
of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition
of a non-financial item such as inventory, the amount accumulated in equity is removed from the
separate component of equity and included in the initial cost or other carrying amount of inventory.
29 Dealership franchise agreements
Each of the trading subsidiaries enters into agreements in their own right with the New Zealand
distributor to sell and service specific brands of motor vehicle in a defined primary marketing area. As
national distributors, Southpac Trucks Limited and NZ Automotive Limited have equivalent agreements
with international suppliers covering the whole country. Most of these agreements (called either dealer
or franchise agreements) do not have a specific duration. All of the dealer or franchise agreements
contain the right for the distributor/franchisor or the dealer to terminate the arrangements at short notice.
Some of these agreements have finite terms from one to three years, usually without automatic rights
of renewal. If a dealership or franchise agreement is terminated or not renewed there could be a
detrimental effect on the future financial performance of the Group.
The Group manages and mitigates this risk through stable and profitable operating businesses that
deliver on franchise objectives in conjunction with a customer first approach. In addition, strong
relationships with brand partners, at both the Group and dealership levels, focuses on delivering
mutually beneficial long term outcomes to further manage this risk.
41
Other notes
30 Related party transactions
The Group has related party transactions with key management personnel and the CMC Group
Workplace Savings Scheme.
Management personnel
Transactions with key management personnel were:
2025
$000
2024
$000
Short term benefits (including salary, incentives, profit share, use of motor
vehicles and other benefits) 7,486 7,033
Post-employment benefits (including contributions to retirement savings
schemes) 276 283
Total remuneration benefits 7,762 7,316
Key management personnel includes current Directors (executive and non-executive), key management
at the group office and chief executives of all trading subsidiaries.
Some key management personnel have funds on deposit with the Company by way of its unsecured at
call debt securities – note 23 – on the same terms and conditions as all other depositors.
Also see remuneration of Directors on page 55 and remuneration of employees on page 56.
The CMC Group Workplace Savings Scheme
The Company is the sponsoring employer of the CMC Group Workplace Savings Scheme (the Scheme)
which is a defined contribution scheme. It is categorised as an employer-related restricted workplace
savings scheme registered under the FMCA 2013.
The Company ceased to be the trustee of the Scheme when a new trust deed was registered on
18 November 2016 but continues to provide administrative services to the Scheme and received fees
of $0.1m during the year (2024: $0.09m).
The Scheme holds 148,196 (2024: 148,196) ordinary shares in the Company representing 3.0% (2024:
3.1%) of its total assets. The Company is a related party to the Scheme and FMCA limits investments
in related parties to 5% of total assets.
All transactions between key management personnel, the Scheme and Group companies were in the
normal course of business.
31 Contingencies
There were no contingent assets or liabilities at 30 June 2025 (2024: $Nil).
The Group has provided guarantees to PACCAR Australia Pty Limited in respect of obligations owed to
that company. The guarantee is in proportion to the shareholding in Southpac Trucks Limited and the
maximum exposure for the Group is $1.3m.
32 Events after the reporting date
On 21 August 2025, a dividend of 20.0 cents per share was declared to be paid fully imputed on
6 October 2025, representing a total payment of $6.539 million.
42
Independent auditor’s report
To the Shareholders of The Colonial Motor Company Limited
Report on the audit of the consolidated financial statements
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with
Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including
International Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA
Code) and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group. In addition
to this, partners and employees of our firm deal with the Group on normal terms within the ordinary
course of trading activities of the business of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms
provide services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd
(GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide
services to clients. GTIL and its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use
of the term ‘Grant Thornton’ may refer to Grant Thornton New Zealand Limited and its New Zealand related entities
Opinion
We have audited the consolidated financial statements of The Colonial Motor Company Limited (the
“Company”), including its subsidiaries (the “Group”) on pages 11 to 41 which comprise the consolidated
statement of financial position as at 30 June 2025, and the consolidated statement of financial
performance, consolidated statement of comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at 30 June 2025 and its consolidated financial
performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards
Board and IFRS Accounting Standards issued by the International Accounting Standards Board.
43
Why the matter is significant How our audit addressed the key audit matter
Recognition of revenue from contracts with
customers
Revenue is a significant area of focus due to the high
volume and value of vehicle transactions across the
Group. For the year ended 30 June 2025, the Group
recognised revenue of $1,001 million.
There is a presumed risk of material misstatement due
to fraud in revenue recognition in accordance with ISA
(NZ) 240, particularly in environments where
commission-based remuneration structures and system
capabilities (such as forward-dating of vehicle sales)
may create incentives for early or inappropriate revenue
recognition. These factors increase the risk of revenue
being recorded in the incorrect reporting period.
While the Group’s revenue recognition policies under
NZ IFRS 15 are well established and consistently
applied, the most significant risk remains the timing of
revenue recognition — specifically, whether control of
the vehicle has transferred to the customer.
Due to the materiality of revenue and the associated
risks, this area required significant auditor attention and
was a key audit matter.
The Group’s accounting policies for revenue
recognition and related disclosures are set out in Note
1 to the consolidated financial statements.
In obtaining sufficient and appropriate audit evidence,
we:
• Evaluated the design and operational effectiveness of
internal controls over revenue recognition across all
revenue streams.
• Reviewed revenue recognition policies for compliance
with NZ IFRS 15 and assessed the appropriateness of
related disclosures.
• Performed analytical procedures to identify significant
or unusual trends in revenue.
• Tested the operating effectiveness of key controls over
the sales process, where appropriate.
• Selected samples of revenue transactions and
examined supporting documentation, including cash
receipts, to confirm revenue is recognised when
performance obligations are fulfilled.
• For vehicle sales, sighted supporting evidence such
as signed sales agreements, handover checklists, and
delivery confirmations to assess the transfer of control.
• For services revenue, reviewed repair orders and
completion records (e.g. system-completed job cards)
to confirm that services have been performed and the
related performance obligation has been satisfied.
• We checked that revenue was recorded in the right
period, especially around the end of the financial year.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the information
included in the Annual Report but does not include the consolidated financial statements and our
auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the consolidated financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS issued by the New Zealand Accounting
Standards Board and IFRS, and for such internal control as the Directors determine is necessary to
enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group
for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
44
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located on
the External Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-
standards/auditors-responsibilities/audit-report-1 -1/.
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state to the Company’s shareholders, as a body those matters which we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
shareholders, as a body, for our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
R Campbell
Auckland
15 September 2025
45
Governance statement
The Colonial Motor Company Limited (CMC or Company) is a public company with its shares listed on the
New Zealand Stock Exchange (NZX) operated by NZX Limited.
CMC’s Board of Directors (Board) is committed to maintaining high standards of governance by
implementing a framework of structures, practices and processes that it considers appropriate and
effective. CMC’s corporate governance policies and procedures and its board and committee charters,
which document the framework, have been approved by the Board. Components of the system of
governance are regularly reviewed. The Company’s charters, codes, terms of reference and policies are
reviewed annually, biennially or when necessary to meet NZX requirements. They can be found on the
Company’s website (www.colmotor.co.nz).
This Statement sets out how these measures meet the recommendations made in the NZX Corporate
Governance Code 31 January 2025 (Code) and the requirements of the NZX Main Board Listing Rules
(Listing Rules). The Board’s view is that the corporate governance structures, practices and processes
have, with any stated exceptions, followed the recommendations and requirements of the Code in the year
to 30 June 2025 (the reporting period).
The Group is organised so that each motor vehicle dealership is incorporated as a subsidiary company of
CMC and is managed locally. The CEO of each company reports to the Group Chief Executive. Each
dealership also has a direct relationship with the franchisor(s) it represents.
1. Code of ethical behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Board ensures that, consistent with its history and industry standing, CMC conducts its dealings with
all stakeholders with integrity and respect. It maintains a Directors’ manual, including a code of ethics,
that extends to all staff and sets out required standards of behaviour. In particular, Directors take care to
comply with rules requiring disclosure of positions and occupations they have outside of CMC that may
involve a conflict of interest.
The Company has a securities trading policy that complies with prevailing legislation. It requires full
disclosure by Directors and senior executives, both before and after buying and selling CMC shares. All
share trades by Directors and senior executives are reported to the market and Director’s trades are
disclosed in the Annual Report (page 56).
The Company has a protected disclosures (whistle blower) policy to comply with prevailing practice to
protect employees who make disclosures of information about serious wrongdoing within the Group.
2. Board composition and performance
To ensure an effective board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
The Board operates under a written charter which sets out the roles and responsibilities of the Board and
distinguishes them between the respective roles and responsibilities of the Board and Management.
The Company’s constitution specifies that there should be between five and seven Directors – there are
currently seven. The Board contains three independent Directors, as well as three non-executive Directors
and one executive director who are not independent, which reflects the shareholder mix. The Board chair
is an independent director who is not the Group Chief Executive. Information about each director regarding
their experience, length of service, independence and ownership interests are disclosed in the Annual
Report (pages 54).
As vacancies arise, new Directors are identified by the Nominations Committee of the Board. A person
identified by that Committee can be appointed as a director by the Board during the year but must then
stand for election at the next annual meeting. A person can also be nominated by shareholders and stand
for election as a director at an annual meeting. The terms of appointment of each newly appointed Director
are provided to the individual in writing. These terms include the need for Directors to utilise training to
maintain their skills and contribution to the Board. Director and Board assessments and self-assessments
are carried out regularly.
The constitution specifies that a Director cannot serve (without re-election) past the third annual meeting
following their appointment or three years, whichever is longer.
3. Board committees
The board should use committees where this will enhance its effectiveness in key areas, while still retaining
board responsibility.
Where additional detailed supervision or consideration of matters affecting the Company is required, the
Board establishes committees that operate by making recommendations to the Board for final resolution.
There are three standing committees, each with a written charter or terms of reference that can be found
on the Company’s website.
Audit & Financial Risk Committee: This Committee comprises J W M Journee (Committee chair and
independent director), A J Waugh (independent director) and G D Gibbons (non-executive director). From
31 January 2025, the Code requires one member of this Committee to be both an independent director
and have an ‘adequate accounting or financial background’. Graeme Gibbons has the requisite
background but is not an independent director. The Board has determined him being non-independent
46
does not limit or decrease the value his qualifications bring to the Committee’s functions. Further, the
Board has determined that the other members of the Committee have the required or alternative
qualifications, experience and commercial background to satisfy the ‘adequate accounting or financial
background’ test.
The Committee meets regularly with Management, the internal auditor and the external auditor to:
• review the adequacy of controls to identify and manage areas of potential risk and to safeguard the
assets of the Group;
• maintain the independence of the external auditor and review the external audit functions generally; and
• evaluate the processes to ensure that financial records and accounting policies are properly maintained
in accordance with statutory requirements and financial information provided to shareholders and the
Board is accurate and reliable.
Management is delegated the responsibility for developing, maintaining and enforcing the system of
internal controls. The same basic set of controls is applied across the Group. Monthly reports from each
dealership form a key element of the financial control mechanism. An internal auditor works in conjunction
with the external auditor to complete a review of all dealerships every year to ensure maintenance of the
standard of accounting practices and for compliance with the Group’s internal policies and procedures.
The internal auditor regularly reports to the Committee.
Remuneration Committee: A J Waugh (Committee chair), G D Gibbons and J W M Journee make up
this Committee, the purpose of which is to ensure the Directors and senior executives are fairly and
reasonably rewarded for their individual contributions. The Committee meets as required during the
reporting year. The Company’s policy is to review remuneration levels for Directors and senior staff every
two years. Directors’ fees were last reviewed in August 2025 (for consideration at the 2025 Annual
Meeting). Director and Management remuneration is disclosed in the Annual Report (page 41). The
Company has no equity-based remuneration plan and does not require its Directors to purchase or hold
CMC shares.
Nominations Committee: This Committee has the task of identifying potential Directors with skills that
are complementary to the needs of the Company and the Board. All Directors serve on this Committee.
The Committee utilises a skills matrix to determine ‘best fit and skill set’ to ensure the Company retains
the cross-section of abilities required for a balanced board.
Takeover protocols: The Board has adopted a Takeover Response Manual that establishes protocols
to assist Directors and Management with their response to unexpected takeover activity. The Manual
summarises the key aspects of preparation and sets out governance, conflict and communication protocols
for a takeover response.
4. Reporting and disclosure
The board should demand integrity in financial and non-financial reporting and in the timeliness and balance
of corporate disclosures.
The Board normally schedules eight meetings each year to monitor the progress of Management on
achieving the targets and objectives the Board has set. The Board usually meets in Wellington but at least
once a year it holds a meeting at a dealership in order to meet front-line staff and experience operations
at first hand. Additional ad hoc meetings are held when necessary. During the reporting period, the Board
held 10 meetings through a mix of physical attendance and video/teleconference. All Directors attended
each meeting bar one absence from a physical meeting and two absences from two of the video
conference meetings. Five meetings of the Audit & Financial Risk Committee were also held during the
same period with full attendence.
The Board issues three reports annually – a Half Year Report, a Preliminary Full Year Report and an
Annual Report – to provide shareholders with the information they need to monitor their investment in the
Company. These reports are designed to deliver that information in a clear and concise manner. The
reports are mailed to all shareholders and are available for download from the Company’s website.
Shareholders may register to receive email notification at the time of release of the Half Year and
Preliminary Full Year reports and the Annual Report and approximately 75% of shareholders receive
notifications in this way. During the reporting period, the Company also made two non-routine disclosures
on NZX, one in relation to guidance and the other on the effects of a change to the rules affecting deferred
tax.
A condition of listing is that the Company complies with the Listing Rules issued by NZX. The rules include
the requirement to continuously disclose market sensitive information (the Company’s continuous
disclosure policy can be found on the website). The market acts in the position of all current and potential
shareholders and disclosure via the NZX is considered adequate notification to all. However, CMC has a
long-established policy of communicating directly with its shareholders whenever practical.
The Company is a climate reporting entity pursuant to the Financial Markets Conduct Act 2013 and has
made the climate related disclosures via this Annual Report (page 49) and the Company’s website.
The Company does not have a specific formal written diversity policy but Group policies and practices
address diversity, equality of treatment and opportunity. The CMC code of ethics requires all the Group’s
employees to value individual differences and treat others in the workplace with respect in accordance
with the Company’s philosophies of equal employment opportunities and the written anti-harassment and
discrimination policies.
47
The remuneration policy requires the Company to strive to achieve pay equity across all demographics.
This is to ensure there is equitable remuneration for management and employees undertaking the same
role and who have the same level of responsibility, experience and competence.
5. Remuneration
The remuneration of Directors and executives should be transparent, fair and reasonable.
As stated at section 3, remuneration of Directors and senior executives is considered by the Remuneration
Committee. During its assessments, the Committee mainly refers to and relies on independent industry-
related and recognised survey reports (for example from Strategic Pay) to provide suitable market-related
benchmarks. The actual amounts paid to Directors are disclosed in the Annual Report, including full details
for Directors (page 55). Remuneration of other staff is also disclosed in the $10,000 bands specified in
company disclosure legislation (page 56).
The packages of the Group Chief Executive and senior staff are made up of fixed and variable components.
The variable portions include only short-term incentives. There are no long-term incentives or share
schemes in place. The variable elements are based on dealership profit and comprise higher proportions
of the total than are seen in the general market. Participation in the financial performance provides a
strong incentive for success. The Group has a proud record of staff retention, particularly at senior levels.
Remuneration principles and practices across the Group are required to adhere to the provisions of CMC’s
remuneration policy (that policy can be found on the Company’s website).
6. Risk management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.
The range of tools used to mitigate risk includes elements of corporate governance outlined in this
Statement, the system of internal controls and management reporting and accountability. The Board
reviews the Group insurance programme annually and as needs arise and with the assistance of an
external insurance broker, assesses which risks to insure.
The Audit & Financial Risk Committee has particular responsibility for internal audit on which it receives
regular reports from the internal auditor. Management provides that Committee with a comprehensive
annual internal management and regulatory compliance summary report.
During the annual strategic planning review (and periodically throughout the year), the Board and
Management review the ‘whole of business’ risk matrix which has captured the short and long-term risks
for the Group, that have historically included climate-related risks.
Health & Safety: CMC is committed to providing healthy and safe environments for all its employees,
customers, contractors and other visitors to its facilities. A comprehensive group-wide workplace safety
management programme (known as GoSafe) is operated and a Health & Safety Committee is active at
each subsidiary. The Group Health & Safety Manager maintains and is continually improving the Group’s
workplace H&S systems (both electronic and manual) that are based on a comprehensive policy and
procedures manual and are subject to independent external audits. The Board receives regular detailed
reports, considers H&S issues at each of its meetings and experiences first-hand the practicalities of
maintaining a healthy and safe workplace during its regular dealership visits.
7. Auditors
The board should ensure the quality and independence of the external audit process.
The role of the external auditor is to report to shareholders on the truth and fairness of the financial
statements prepared by Management, authorised by the Board and included in each Annual Report.
The audit partner and the Chair of the Audit & Financial Risk Committee meet at least twice a year, the
auditor attends Committee meetings at least three times a year and the audit partner attends the
Company’s annual meetings. The scope of discussions is not limited but includes issues identified during
audits, audit planning and staffing and the extent of non-audit work (if any) carried out by the audit firm.
The lead audit partner is changed periodically to provide a fresh perspective and to ensure greater
independence. Fees paid to the auditors are disclosed in the Annual Report (page 18).
8. Shareholder rights and relations
The board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.
The Board acts in a stewardship role on behalf of all shareholders. It approves the strategic direction of
the Group, oversees the management of its capital resources, monitors its performance and compliance,
ensures its assets are safeguarded and its workplaces are safe.
Shareholders meet in person at annual meetings to:
• consider the Company’s financial performance and financial position;
• elect and/or re-elect Directors;
• record the on-going appointment of the external auditor and to authorise the audit remuneration; and
• set the maximum level of Director remuneration following reviews in alternate years. The actual amount
paid to each director is disclosed in the Annual Report (page 55).
48
The shareholders adopted the Company’s current constitution in 2004. This document outlines and details
the administration of the Company and the relationship with shareholders. The constitution is available on
the Company’s website. The requirements of the Listing Rules are incorporated by reference into the
constitution.
CMC maintains a website through which shareholders and interested stakeholders can communicate with
the Company. The website also provides access to a wide variety of Company information including
financial, operational, policy and historic information. Computershare Investor Services Limited maintains
the register of shareholders.
49
Climate Statement
Introduction
The Colonial Motor Company Limited (CMC or Company) is a climate reporting entity pursuant to the
Financial Markets Conduct Act 2013. The following information complies with the requirements of the
New Zealand Climate Standards (NZCS1: Climate Related Disclosures, NZCS2: Adoption of NZ
Climate Standards and NZCS3: General Requirements for Climate Related Disclosures) as issued by
the External Reporting Board (XRB). This is the second year that CMC has reported under those
standards.
The following table shows where the disclosures required by the Standards are located. CMC has
utilised all the adoption provisions available in NZCS2 for the second year of reporting. These provisions
delay reporting requirements in respect of anticipated financial impacts, scope 3 emissions and
comparatives, and analysis of trends.
Reporting Area Standard Location
Governance NZCS1
para 8-9
Governance Statement, page 45
Climate Statement, section 1
Strategy NZCS1
para 12-16
CMC Group operating strategy, page 5
Climate Statement, section 2
Risk Management NZCS1
para 19
Climate Statement, section 3
Metrics and Targets NZCS1
para 22-26
Climate Statement, section 4
Emissions Inventory
Methodology
NZCS3
para 47-50,52-54
Company Website
www.colmotor.co.nz/investors-info/crd/
1. Governance
The Board are responsible for oversight of climate-related risks and opportunities. As part of normal
business operations, any such identified risks and opportunities are considered by the Board during its
scheduled meetings which occur at least eight times per year. Any climate related matters (including
development of the emissions inventory) are a standing agenda item. Management reports inform the
Board to enable it to meet its oversight requirements.
Where necessary, the Board seeks external advice, including from subject matter experts, to inform its
decisions on climate related matters. Individual Directors are responsible for their own professional
development, including keeping themselves up to date on relevant climate related topics.
Identified climate related risks and opportunities, particularly regarding transitional risks, are integrated
into the strategic risk management process and considered alongside other business risks.
Management has responsibility for climate related matters associated with their roles, for example
financial, insurance, property development or safety. The Management reports to the Board at every
board meeting, which includes climate related topics where relevant.
2. Strategy
Business Model and Strategy
CMC’s business model focuses on optimising long-term returns for shareholders, whilst also delivering
for other stakeholders, customers, staff and franchise partners. Those five relationships underpin
CMC’s ongoing success. This is achieved through prudent financial management and a strong balance
sheet, plus a commitment to employing excellent staff and providing them with the autonomy and
resources to succeed. The Company’s strategic priorities include maintaining strong brand positions in
its markets and evolving representation where it delivers increasing long-term profitability or reduces
risks to the business. The CMC business model is a decentralised one, where individual dealerships
have a high degree of operational control over their business. Where strategically appropriate, the
Company prefers to own the sites it operates from.
Transition Plan
As part of the existing long-term strategy, CMC continues to align the business plan with its customers
and suppliers when considering and supporting low emission initiatives. The Company considers
emissions reduction alongside all other risks, benefits and opportunities when making investment
decisions, prioritising those that
make economic and strategic sense for the business and its
stakeholders. The Company continues to identify risks and opportunities from both a physical and
transitional viewpoint and integrate these into strategic planning.
50
Current Material Impacts
In the current financial year, there were no physical impacts of climate change that materially affected
CMC.
While there were a number of transitional impacts (e.g. political, economic, technological and social) in
the year, none of these had a material financial impact. Examples of these included the rapid changes
in demand for Low Emission Vehicles (LEVs) after the Clean Car Discount ended in 2024. This has
been difficult for both manufacturers and dealers to respond to, leading to excess inventory. As a result,
there was significant discounting in the first six months of the financial year. Although manufacturers
provided assistance to dealers, there was still a cost to dealerships in moving LEV inventory (particularly
demonstrators and the flow on impact this had on used vehicle values). The Clean Car Standard, an
import tax, has impacted the range of models manufacturers bring to New Zealand and the price they
charge. This affects Internal Combustion Engine (ICE) vehicles as well as LEVs. Changes to the
Climate Related Disclosure regime and the uncertainty of further modifications has affected the
Management’s work programme.
CMC has not disclosed a financial assessment of the above factors, as the individual impacts are too
difficult to separate from the usual trading trends of the Group but they were not material to the
profitability of the business.
Scenario Analysis Process
Scenario Analysis is a tool designed to assist strategic planning by understanding and challenging
assumptions around a topic. Under NZCS1, each climate reporting entity must complete this exercise
to consider how climate change could affect the business in the future.
In the previous financial year, the Company engaged an external consultant to assist the Management
to establish customised scenario narratives for CMC in accordance with NZCS1 and NZCS3. These
were then presented to the Board for its consideration and approval. This exercise has not been
repeated in the current financial year, although the previous work continues to inform CMC’s risk
management and strategic approaches.
The three scenario frameworks are summarised in the table below. Narratives (hypothetical pathways
of plausible actions) were mapped out for each scenario framework using three time horizons: short
(2024-2030), medium (2030-2040) and long (2040-2050). The short and medium time horizons align
with existing CMC strategic planning horizons which focus on automotive product and economic cycles,
and the longer term is relevant to the CMC property portfolio and organisational approach.
Scenario Framework
and Parameters
Scenario 1
Orderly
Transition
Scenario 2
Disorderly
Transition
Scenario 3
Hot House
Modelled global
temperature increase
1.4°C 1.6°C >3.0°C
Global policy reaction Cohesive &
immediate
Reactive &
inconsistent
Minimal &
consumer driven
only
Regional policy variation Aligned Inconsistent Self interest
Speed of technological
change
Hastened & high
cost
Sporadic initially but
quickening with time
Market driven &
low cost
Consumer sentiment /
behaviour change
Aligned with low
emissions
Polarised & diverging Change only
linked to cost or
consumer
preferences
Physical risks severity Low Low-moderate High
Transition risks severity Moderate-High High Low
National vehicle fleet
composition
Quick transition to
Low Emission
Vehicles (LEV)
Mixed fleet,
transitioning to LEVs
in later decades
Mixed fleet
International Scenario
Archetype
NGFS – Orderly
RCP 1.9
SSP1: Sustainability
CCC: Tailwinds
IEA: NZE
NGFS – Disorderly
RCP 2.6
SSP1: Sustainability
CCC: Tailwinds
IEA: SDS
NGFS – Hot
House
RCP 8.5
SSP5: Fossil Fuel
Development
CCC: Current
Policy Reference
IEA: STEPS
51
3. Risk Management
Risk Management Process
Climate related risks are monitored throughout the year by Management and are part of the annual
strategic planning review. If there is an immediate issue, this is escalated to the Board in a timely
manner. In the annual strategic risk review, different categories of business risk are assessed using a
standardised risk matrix (impact vs likelihood) with a focus on short to mid-term risks (next five years)
and mid to long term risks (five to ten years). The review is focused primarily on the Company but
includes value chain risks to suppliers or customers where this could be material. The annual risk
assessment is fed into the CMC strategic plan. Climate risks are treated in a similar way to other
business risks, with assessments and controls in proportion to the perceived urgency of the risk.
Risks and Opportunities
The table below shows the anticipated and potential material risks and opportunities for CMC that could
be associated with climate change impacts over the short to mid-term (2025-2040). These time frames
differ slightly from the scenario analysis work, as it excludes the longer-term horizon (2040-2050) in
order to better align with CMC’s risk assessment time frames. The risks and opportunities are
categorised as physical or transitional (social, economic, technological, political, legal).
Risk or Opportunity Description Commentary
Property and vehicle stocks (physical)
Assets can be physically impacted by climate
change. This is likely to incur costs to prevent or
repair damage.
Worsening acute
weather events, or chronic
impacts, for example sea level change, have the
potential to increase the cost of asset ownership
or decrease the value of property.
• Risks are mitigated by the Company's
geographical spread of assets.
• Most assets are within urban commercial areas,
which means they would likely benefit from any
community-
based mitigation, e.g. flood control
works.
• Insurance premiums and council rates are likely to
continue to increase.
• Maintaining a strong balance sheet is important to
enabling CMC to respond to acute weather events.
• On balance, CMC’s preference to own and operate
from strategically significant locations continues to
be viewed as an advantage.
• Future climate change impacts on a property are
assessed as part of purchase, redevelopment or
divestment decisions.
Consumer preferences (transitional)
Consumer preferences are changing both in terms
of personal ownership of vehicles, fuel source,
efficiency and model/feature preferences. CMC is
dependent on the ability of its suppliers to meet the
needs of customers. This has the potential to affect
CMC’s product mix and profitability.
Consumer preferences themselves can usually be
met, but the pace of change of those preferences
could be challenging especially if the direction of
demand is not well signalled.
• Having access to a product portfolio that aligns
with consumer demand remains a critical pillar of
success in any retail operation. Maintaining
customer trust, with high quality product that
retains value and can be supported for long
periods, is key.
• The timing of new product releases will become
more challenging, particularly if regulatory
direction (in New Zealand or internationally)
swings frequently.
• New Zealand’s geography and small population
are likely to continue to favour private vehicle
ownership and road-based transport solutions.
• Diversification of operations and maintaining long-
standing relationships with brand partners that
have a track-record of meeting customer demand
and preferences remains the best source of
mitigation.
•
Remaining close to our customer base, to
understand when to shift product features and how
to support uptake, is important.
Manufacturer viability and relationships (transitional)
Vehicle manufacturing has and will continue to be
at risk during turbulent geo-political periods.
The increasing pace of change is creating winners
and losers amongst manufacturers. Globally,
manufacturing economies are attempting to
protect their domestic industries with subsidies
and tariffs.
• Divergence in political preferences in Right Hand
Drive (RHD) markets poses the greatest risk to a
small market like New Zealand. Manufacturers do
not produce solely for NZ requirements, but they
can customise product.
• If there is a global tightening on the supply of
desirable products, manufacturers may see exiting
the RHD market as a simple solution to maximising
scarce resources.
52
Risk or Opportunity Description Commentary
Manufacturer viability and relationships (transitional)
CMC sells and services vehicles from both long
established and newer manufacturers. Vehicles
are sourced from a range of geographies both in
terms of country of manufacture and where the
manufacturing company is domiciled.
• Balancing relationships with brands from a variety
of geo-political regions could become challenging,
however diversity mitigates the risk for CMC of
reliance on a single brand
Supply chain disruptions (transitional)
New Zealand supply chains can be disrupted due
to severe weather events, or by the repairs or
strengthening work associated with storm damage
or mitigation/adaption programmes.
International supply chains and logistics to New
Zealand can be disrupted by physical events. They
can also be impacted by changes to shipping
routes and methods. New Zealand is a minor part
of global shipping networks.
• Careful inventory management and planning (in
association with our brand partners) to ensure that
sufficient stock is held regionally (Australasia) or
locally (New Zealand) to mitigate logistics
challenges.
• Holding greater stock is an increased cost to the
business (interest, insurance, physical space) and
stock fluctuations can negatively impact cashflow.
High stock reserves reduces CMC’s capacity to
respond quickly to market changes.
•
Warehousing and advanced logistics is an
opportunity for CMC which has national reach in
New Zealand.
• The Company’s brand partners are working to
make their supply chains more resilient to the
same risks.
• Clear communication and working in tandem with
brand partners is a good mitigation strategy for
CMC.
Social Licence
The automotive industry is identified as being a
significant contributor to global emissions. It is
therefore highly exposed to changing social and
political expectations around managing climate
change.
CMC, while not a manufacturer of vehicles,
distributes, retails and services a range of high
profile brands, with sales driven by consumer
demand in what is a highly competitive industry.
• As a highly visible industry, automotive businesses
are exposed to political action from different
directions.
• Automotive is an industry with long lead-times for
manufacturing and a long life for products. It is
difficult to anticipate what product will be popular
as social expectations diverge.
• There is a wide range of expectations in society for
whether and how automotive businesses should
commit to climate change initiatives. As
expectations diverge, it becomes increasingly
difficult to identify a course of action which might
be considered reasonable by the general public.
Legislative Landscape
Requirements on businesses to provide
information about climate impacts is the subject of
rapid regulatory change.
• Climate Related Disclosure is in its infancy in a
regulatory context. Adapting requirements from
the previous voluntary arrangements is proving
more complicated than expected.
• In New Zealand, there have been multiple changes
to the requirements within a short timeframe.
Further uncertainty exists
due to a number of
proposed changes.
4. Metrics and Targets
Emissions Inventory
In the 2025 financial year, CMC completed its second emissions inventory for the Group. Measurement
and reporting were undertaken using the Greenhouse Gas Protocol’s Corporate Accounting and
Reporting Standard (revised edition) as guidance. The consolidation approach is operational control,
that is all Scope 1 and 2 emissions from all subsidiary companies were included in the inventory. De
minimis exclusions from Scope 1 are: fugitive emissions from refrigerants in building air -conditioning,
fugitive emissions from welding activities and a small amount of LPG from miscellaneous sources.
Emissions from sponsorship vehicles and the activities of the CMC Workplace Savings Scheme were
excluded, as the Company does not have operational control over those activities. The Company does
not have any biogenic emission sources. Source data, for example kWh of electricity, were converted
to emissions using a standardised emission factor. Emission factors were sourced from the most recent
Ministry for the Environment guidance for the 2025 calendar year. For electricity, the averaged New
Zealand 2024 emission factor was used, rather than factors specific to the quarter or to the supp
lier.
The base year for the emission inventory is 2024. Further detail on the inventory methodology can be
found on the CMC website (www.colmotor.co.nz).
53
In 2025, the CMC Group accounted for the following emissions in tonnes of CO
2
equivalent (tCO
2
e).
2025 2024
Scope 1 2,488 2,554
Scope 2 438 297
Total Reported Emissions 2,926 2,851
tCO
2
e per $1m of Sales Revenue 2.92 2.81
The most significant source of Scope 1 emissions was from fuel used in company vehicles. This
includes demonstration and service loan vehicles, as well as the internal fleet. Emissions from fuel in
vehicles sold to customers is considered as Scope 3. Although Scope 2 emissions are higher in 2025
this is due primarily to an increase in the emission factor, related to New Zealand’s electricity generation
profile, which resulted in an increased proportion of coal and gas being used in electricity generation.
In 2025, the emissions inventory was independently verified for the first time by an external auditor,
McHugh & Shaw Ltd. A limited assurance level was achieved over Scope 1 and 2 emissions. A copy
of the audit opinion can be found on the CMC website at www.colmotor.co.nz/investors-info/crd/.
As allowed by the standards, Scope 3 emissions will be reported from the June 2026 year end.
Emissions Reduction Target
CMC has not yet set any target for emissions reduction. Further work is needed to understand the
CMC emissions profile and what emissions targets might be appropriate for the Company.
Other Metrics and Targets
CMC does not use an internal emissions price. No elements of Management remuneration are
specifically linked to climate related risks and opportunities.
5. Other disclosures
Materiality
NZ CS3 states that information must be disclosed if it is material. Materiality in this case is defined as
information than may reasonably be expected to influence decision makers, including via its omission.
In this climate statement, CMC has endeavoured to provide a concise and clear response to each
disclosure, including where the subject of the disclosure is not present in the business. CMC assumes
that the primary readers of this climate statement will already be familiar with the industry and its
business model. In terms of financial impacts, CMC considers an impact to be material when it can be
shown to significantly affect the financial results for the year.
Business Activity Exposed to Climate Related Risks and Opportunities
As the owner of the majority of properties from which it operates, the Group is exposed to some level
of physical risk, although mitigated by geographic spread. Consultants were engaged in 2025 to model
the future risk profile for property owned by CMC. As expected, some locations are more exposed to
physical risks than others. In general terms, future acute hazards (e.g. extreme precipitation, extreme
windspeed, and rainfall-driven flood) are more relevant to the CMC property portfolio than future chronic
risks (e.g. coastal inundation, fire or drought risk). In all cases, the risk to CMC property is directly
correlated to the risk to the immediate neighbourhood. CMC will consider this modelling as part of future
decision making around site redevelopment projects and capital deployment.
The majority of the Company’s business activities are currently in support of ICE vehicles. This exposes
CMC to a variety of transition risks, given the contribution ICE engines make to emissions. CMC also
sells and services a range of hybrid, plug-in hybrid and fully electric vehicles and is exposed to the
rapidly changing trends in technology, price and consumer preference that impacts that market. While
a transition to lower emission vehicles has the potential to impact the Company’s current operating
model, CMC’s interests are aligned with its franchise partners in developing ways to find opportunities
in this space which meet the demands of its customers.
Disclaimer
This climate statement contains disclosures that rely on evolving assessments of current and forward-
looking information. It also relies on the Company’s interpretation of the relevant current legislation and
that interpretation is subject to the changes and reviews of the legislation that have been made or
completed respectively or that remain underway. Judgements are often made based on assumptions
or incomplete information. Forward-looking statements in relation to climate outcomes are inevitably
inherently uncertain and subject to the limitations of the available data and the supporting assumptions.
CMC gives no representation, warranty, guarantee or assurance about future business performance
nor that any of the risks, opportunities or impacts identified in this report will eventuate.
54
Disclosures as required by the Companies Act 1993
(a) Director profiles and interests
In relation to sections 140 and 211(1)(e) of the Act, no director has declared any interest in a related party
transaction with the Company during the year. The Company has received the following general
disclosures of interest pursuant to section 140(2) of the Act that remain in place at the date of this report:
Ashley James Waugh, BBS
Te Awamutu
Ashley has a breadth of experience in brand and franchise management developed during an extensive
business career that commenced with the
Ford Motor Company in New Zealand, Australia and
Taiwan. That senior management experience spans fast moving consumer goods, where he held
positions with the New Zealand Dairy Board (now Fonterra) and National Foods in Australia. His
governance career includes directorships in agribusinesses, with Fonterra and listed kiwifruit company
Seeka Limited. Ashley’s experience and roles in the listed company environment has seen him serve as
Chair of Audit Committees before being elected as Chair of CMC. With his wife Catherine, they own and
manage a dairy farm near Te Awamutu. Ashley became a director in November 2015.
Graeme Durrad Gibbons, BCom, CA
Wanaka
After gaining a commerce degree at Otago University, Graeme began his career with Ford New Zealand
and then joined the CMC Group in 1984. He took up the role as the Group’s Chief Executive in 1990 and
became a director of the Company in 1995. Graeme retired as Chief Executive on 30 September 2021.
He was previously a director of Motor Trade Finance Limited and Chair of its Audit Committee.
Stuart Barnes Gibbons
Lower Hutt
Stuart joined the Group in 1982 as an apprentice technician in Morrinsville. He held various roles across
Group subsidiaries until his appointment as Chief Executive and Dealer Principal of Stevens Motors in
2002,
holding that position until Stevens Motors was merged with Capital City Motors on 1 July 2020.
Stuart managed the multi property redevelopment project for the Lower Hutt hub facility up to its
completion. From July 2022 to December 2025, he took up the Group Office role of Group Manager:
Strategic Development then from March to June 2025 he was the acting Dealer Principal at Fagan Motors.
Stuart is a past Chair of the Ford Dealer Council. He became a director in July 2014.
John William Michael Journee, BCom
Auckland
John has held various senior executive positions in the retail industry in New Zealand and Australia,
including with Noel Leeming and until 31 July 2025, interim chief executive of The Warehouse. He is
currently a director and chair-elect of The Warehouse Group Limited, a director of Farmlands Co-
operative Society Limited and a member of the Data Insights Group Limited Advisory Board. John
became a director in December 2018.
Gil li an Durrad Wats on, BA
Auckland
Gillian has a business background in the real estate industry and has worked in production management
in the television industry. She is a significant shareholder who has had a life-long focus and interest in
the Company. Gillian is a member of the Institute of Directors and became a director in September 2021.
John Ormond Hutchinson
Christchurch
John is currently the Chief Executive and Dealer Principal of Team Hutchinson Ford in Christchurch. He
joined Team Hutchinson Ford in 1994 in vehicle sales and became Dealer Principal in September 2006.
Previous to joining the dealership, John had worked in the UK at Investment Bank, Credit Suisse First
Boston, then ran his own business in Christchurch. He is a current member and past president of the
Ford Dealer Council. John became a director in September 2022.
John Alexander Beveridge
Auckland
John is an experienced director in both the public and non-public company environments and has held a
number of senior management positions with both listed and unlisted companies. John’s corporate career
included senior management roles with Fletcher Building, where he was the CEO of Placemakers,
following leadership roles with Pacific Steel and Golden Bay Cement. He is currently a director of NZX-
listed Steel & Tube Holdings Ltd and chair of the non-public NZ Scaffolding Group of companies. John
became a director in April 2025.
55
(b) Remuneration of Directors
Remuneration and all other benefits received by the Directors who held office during the year ended 30
June 2025 are disclosed pursuant to section 211(1)(f) of the Act as follows:
Directors’ fees
2025
$
Total remuneration
2025
$
Total remuneration
2024
$
A J Waugh (Chair) 118,391 118,391 122,885
G D Gibbons 63,700 63,700 63,700
S B Gibbons - 201,169 206,304
J W M Journee 70,070 70,070 70,070
G D Watson 63,700 63,700 63,700
J O Hutchinson - 754,192 667,273
J A Beveridge 10,616 10,616 -
Remuneration for the Chair historically includes the provision of a motor vehicle with the estimated value
of this benefit, or its cash equivalent ($25k), recorded in total remuneration. This allowance to the Chair
is included within Directors’ fees when determining the maximum limit that requires shareholder approval.
J W M Journee is the Audit & Financial Risk Committee Chair and receives additional fees commensurate
with that position.
Executive Directors do not receive Directors’ fees for acting as a director of the Company or of any
subsidiary. Executive Directors acting in their capacity as employees of the Company or of a subsidiary
received total remuneration including salary, incentives, superannuation contributions, use of a motor
vehicle and other benefits in the year ended 30 June 2025 as disclosed above. No other employee of the
Company or of any Group subsidiary retains or receives any remuneration or other benefits as a director
.
There are no long-term incentives or share schemes in place.
Chief Executive Officers of subsidiary companies receive a profit incentive in their remuneration based
on their dealership’s profit. The remuneration received by J O Hutchinson as an executive, as disclosed
above, is for the 12 months to 30 June 2025 and includes a short-term profit incentive component of
$541,238 (2024: $432,718). The remuneration of S B Gibbons as an executive is shown for the 12 months
to 30 June 2025 and does not include a short-term profit component (2024: $15,867).
In accordance with its constitution, the Company may provide for director retirement benefits. There was
no provision at June 2025 and no provisions will be required in the future.
As permitted by clause 29.4 of the Company’s constitution, an insurance policy is in place in relation to
Directors and Officers liability. The policy ensures that, generally, Directors will incur no monetary loss
as a result of actions they undertake as Directors. Certain actions are specifically excluded, such as
incurring penalties and fines that may be imposed in respect of breaches of the law.
(c) Use of company information by Directors
During the year the Board did not receive any requests from any director to use Company information
provided to them in their capacity as an officer or employee that would not otherwise have been available
to them.
56
(d) Share dealings by Directors
Directors have disclosed under Section 148(2) of the Act the following acquisitions and disposals of a
relevant interest in shares in the Company between 1 July 2024 and 31 August 2025.
Director
Number of shares
acquired/(disposed)
Date of transaction
Price per
share
Type of interest
S B Gibbons 21,660 14 March 2025 $6.70 Beneficial
G D Gibbons 21,660 14 March 2025 $6.70 Beneficial
S B Gibbons 6,666 15 April 2025 $6.75 Beneficial
G D Gibbons 6,666 15 April 2025 $6.75 Beneficial
G D Gibbons 117,392 15 May 2025 Nil * Non-Beneficial
S B Gibbons (474,348) 22 May 2025 Nil ** Non-Beneficial
* Became sole (previously joint) executor of a deceased estate
** Transfer to beneficiaries of a family trust
Directors disclosed no other transactions in the shares of the Company during the period.
(e) Composition of the Board
At the reporting date, six Directors were male and one female. Of the 21 Group officers, there was one
female officer and the rest were male (2024: 6 Directors – 5 male and 1 female, 18 officers – 17 male and
1 female).
(f) Remuneration of employees
During the year to 30 June 2025 the number of employees in the Group, not being Directors of The
Colonial Motor Company Limited
, who received remuneration (including salary, incentives,
superannuation contributions, use of a motor vehicle and other benefits) which exceeded $100,000 were
as follows:
Remuneration
Number of
employees
Remuneration
Number of
employees
$ 2025 2024 $ 2025 2024
100,001 - 110,000 54 55 300,001 - 310,000 2 -
110,001 - 120,000 55 48 310,001 - 320,000 4 -
120,001 - 130,000 31 30 320,001 - 330,000 1 1
130,001 - 140,000 19 26 330,001 - 340,000 1 2
140,001 - 150,000 23 19 340,001 - 350,000 1 -
150,001 - 160,000 22 15 350,001 - 360,000 1 1
160,001 - 170,000 13 12 360,001 - 370,000 - 2
170,001 - 180,000 16 12 370,001 - 380,000 1 1
180,001 - 190,000 8 9 380,001 - 390,000 1 -
190,001 - 200,000 7 2 390,001 - 400,000 1 2
200,001 - 210,000 7 8 400,001 - 410,000 1 2
210,001 - 220,000 4 4 470,001 - 480,000 - 1
220,001 - 230,000 2 5 500,001 - 510,000 - 2
230,001 - 240,000 8 5 520,001 - 530,000 - 1
240,001 - 250,000 3 3 550,001 - 560,000 1 -
250,001 - 260,000 1 4 620,001 - 630,000 - 1
260,001 - 270,000 4 3 670,001 - 680,000 1 -
270,001 - 280,000 2 - 720,001 - 730,000 1 -
280,001 - 290,000 1 - 1,010,001 - 1,020,000 1 -
290,001 - 300,000 1 1 1,430,001 - 1,440,000 - 1
Total 299 278
Total full time equivalent employees 1,049 1,068
The remuneration package of the Group Chief Executive, A P Gibbons, in the year to 30 June 2025 was
$721,315 (2024: $623,023) comprising
a fixed component (including salary, motor vehicle and
superannuation contributions) of $387,850 (2024: $416,347) and an annual short term incentive
component of $333,465 (2024: $206,676) based on the current year’s trading performance.
57
Disclosures as at 30 June 2025 as required by the New Zealand Stock Exchange
Listing Rules
(a) Director independence
The following Directors were Independent Directors at the reporting date:
A J Waugh (Chair)
J W M Journee (Audit & Financial Risk Committee Chair)
J A Beveridge
The following Directors were not Independent Directors at the reporting date:
G D Gibbons (Non-Executive)
S B Gibbons (Non-Executive)
G D Watson (Non-Executive)
J O Hutchinson (Executive)
(b) Directors’ relevant interests at 30 June 2025
Shares in which the
director has a beneficial
interest solely or jointly
Shares in which the
director has a non-
beneficial interest
Shares held by
associated person of the
director
2025 2024 2025 2024 2025 2024
G D Gibbons 731,482 703,156 2,696,859 2,579,467 205,201 199,506
S B Gibbons 2,101,625 2,073,299 176,087 650,435 6,151 6,151
A J Waugh 9,758 9,758 - - 376 376
J W M Journee 2,613 2,613 - - - -
G D Watson 614,069 614,069 369,810 369,810 105,000 105,000
J O Hutchinson 4,000 4,000 - - 1,514 1,514
J A Beveridge - - - - - -
58
(c) Substantial Product Holders
As required by section 293 of the Financial Markets Conduct Act 2013 (Act), the Substantial Product
Holders as at 30 June 2025 (from whom a notice under the Act had been received and the date of each
such notice) are presented in the following table. Regardless of whether some or all of their holdings
are held individually or jointly and/or beneficially or non-beneficially, a Substantial Product Holder is
required by the Act to provide a notice to the Company.
Substantial
Product Holder
Notice date Shares
held jointly
(with one or more
other substantial
product holder)
Shares
held
individually
or jointly
(with a non-substantial
product holder)
%
S B & A D Gibbons and L B Rogerson 1,868,554 5.71
S B Gibbons 22 May 2025 409,158 1.25
A D Gibbons 9 September 2024 - -
L B Rogerson 9 September 2024 281,410 0.86
P L Bennett and J P Gibbons 2,049,141 6.27
P L Bennett 14 May 2025 900,346 2.75
J P Gibbons 21 October 2020 169,860 0.52
R H & S J Wilson and S H Majors 1,795,081 5.49
R H Wilson 16 October 2024 300,478 0.92
S J Wilson 16 October 2024 2,051 0.01
S H Majors 16 October 2024 8,217 0.02
G D Gibbons and Others 1,224,835 3.75
G D Gibbons 22 March 2021 670,656 2.05
G D Gibbons and S D Wood 1,249,632 3.82
S D and D M Wood 209,223 0.64
S D Wood 14 May 2025 413,369 1.26
Issued and fully paid capital as at 30 June 2025 was made up of 32,694,632 ordinary shares. The
above disclosures include voting securities arising by reason of joint holdings, powers of attorney and
directorships as specifically required by section 280(1) of the Act. No shares have been counted more
than once in the Substantial Product Holder notices disclosure table.
A number of shares identified under J P Gibbons are also jointly held or have trustees in common with
D M Gibbons and L C Bennett.
A number of shares identified under S B Gibbons are also jointly held or have trustees in common with
J H Smith and A F Peake.
A number of shares identified under G D Gibbons are also jointly held or have trustees in common with
A K Gibbons, D M Wood, R D Gibbons, A D & G V Beaumont, D D & B W Harrison and G D & I W
Watson.
59
(d) Distribution of shareholders and shareholdings
This distribution information reflects the position as at 31 August 2024.
Individual shareholding Number of shareholders Number of shares
Number % Number %
1 - 999 347 22.5 149,761 0.5
1,000 - 9,999 884 57.3 2,851,224 8.7
10,000 - 99,999 249 16.1 6,548,099 20.0
100,000 - 999,999 61 4.0 19,750,469 60.4
1,000,000 + 2 0.1 3,395,079 10.4
Total 1,543 100.0 32,694,632 100.0
(e) Five year summary of shareholder return on investment - 30 June year ended
Year
Share
price Dividends paid - cps
Gross
dividend
Change
in share
Total
gross
Gross
shareholder
at 30
June
Date Net Gross yield
%
price
cps
return
cps
return
%
2025 $6.90 31/03/25 15.0 48.6 7.1 6.0 54.6 8.0
07/10/24 20.0
2024 $6.84 25/03/24 15.0 79.2 9.2 (176.0) (96.8) (11.3)
02/10/23 42.0
2023 $8.60 27/03/23 15.0 86.1 9.1 (91.0) (4.9) (0.5)
03/10/22 47.0
2022 $9.51 28/03/22 15.0 76.4 8.3 31.0 107.4 11.7
04/10/21 40.0
2021 $9.20 29/03/21 15.0 65.3 9.5 235.0 300.3 43.8
05/10/20 32.0
Note: Yields are calculated on the share price at the beginning of each year. The share price at 30 June
2020 was $6.85.
60
Fifty largest shareholdings as at 31 August 2025
Shares %
AD & SB Gibbons & LB Rogerson 1,868,554 5.7
SJ & RH Wilson &SH Majors 1,526,525 4.7
DM & JP Gibbons & PL Bennett 878,056 2.7
Graeme Durrad Gibbons 731,482 2.2
BR & CM Gibbons & PL Bennett 677,208 2.1
PL & LC Bennett & JP Gibbons 649,030 2.0
Diana Durrad Harrison 630,078 1.9
Robert Durrad Gibbons 623,930 1.9
Gillian Durrad Watson 614,069 1.9
AD & GV Beaumont & GD Gibbons 605,215 1.9
Alison Durrad Beaumont 603,454 1.9
MI & C Louisson & RM Carruthers 563,777 1.7
JP & DM Gibbons & PL Bennett 522,055 1.6
GD & AK Gibbons & SD Wood 510,012 1.6
JG, J & CG Harrison 458,317 1.4
Sara Durrad Wood 413,369 1.3
GD & IW Watson & GD Gibbons 369,810 1.1
RD Gibbons, SD Wood & GD Gibbons 369,810 1.1
SD & DM Wood & GD Gibbons 369,810 1.1
Citibank Nominees (New Zealand) Limited 362,576 1.1
DD & BW Harrison & GD Gibbons 354,810 1.1
CG & JG Harrison 335,244 1.0
Accident Compensation Corporation 329,938 1.0
RJT Investments Limited 325,006 1.0
KS, SKE & J Bale 324,244 1.0
E A Romans 323,482 1.0
Rebecca Hope Wilson 300,478 0.9
Leanne Barnes Rogerson 281,410 0.9
SH Majors, RH & SJ Wilson 268,556 0.8
David Grindell 252,000 0.8
K Enright & C Louisson 251,366 0.8
Leslie Ernest Gibbons 244,131 0.7
Gary Kenneth Gibbons 243,048 0.7
Jody Phillippa Gibbons 243,048 0.7
CM Louisson & N Tarsa 241,804 0.7
Stuart Barnes Gibbons 233,071 0.7
James Picot Gibbons 228,208 0.7
Pauline Lucy Bennett 223,138 0.7
MC Duurentijdt, JT van Gaal & KD Trustees Limited 215,983 0.7
Donna Claire Gibbons 215,233 0.7
DM & SD Wood 209,223 0.6
Bruce Robert Gibbons 206,372 0.6
CG & AJ Harrison & JA Flygenring & P&M Trustees No 2 Limited 188,118 0.6
JH Smith, AF Peake & SB Gibbons 176,087 0.5
CMC Workplace Savings Scheme Trustee Limited 148,196 0.5
KS, SK & MG Bale 147,929 0.5
Helen Ailsa Louisson 140,870 0.4
New Zealand Depository Nominee Limited – Sharesies Limited * 136,597 0.4
Ian Forbes Michie 135,730 0.4
June Elsie Gibbons 132,542 0.4
Total of fifty largest shareholdings 20,402,999 62.4
Total shares on issue 32,694,632 100.0
* Represents 1,038 individual holders of CMC share
Today the CMC Group’s core business is the operation of Ford
dealerships each holding a franchise in its own right from the Ford
Motor Company of NZ Ltd. A number of these dealerships also hold
Mazda franchises. CMC, through Southpac Trucks, is the NZ
distributor and retailer of Kenworth and DAF heavy duty trucks and in
Southland/Otago, Agricentre South retails New Holland, Case IH and
Kubota tractors and equipment.
The Colonial Motor Company originated from William Black’s
coachbuilding factory which started operations in 1859 at 89
Courtenay Place, Wellington. In 1881 it was taken over by Rouse &
Hurrell, who expanded the business with new three storied premises
calling it Rouse & Hurrell’s Empire Steam and Carriage Works. This
partnership was formed into a limited liability company in 1902 with Mr
Edward Wade Petherick the first Secretary of the Company. The Ford
Motor Car Agency was taken up in 1908 and in August 1911 a new
name “The Colonial Motor Company Limited” was registered.
On Ford Canada’s recommendation a dominant shareholding and
control was acquired by Mr Charles Corden Larmour and the sale of
this majority holding and control to Mr Hope Gibbons and his family
interests was concluded in April 1918 after negotiations in 1916. At
that time there were 17 Authorised Ford Dealers in New Zealand of
which 10 were in the South Island. In 1919 the Company restructured
with a new memorandum and articles but the 1911 name was retained
and remains the same today. 2018 marked the company’s 100th
Annual Report.
The nine storied building at 89 Courtenay Place, designed by architect
J M Dawson to Ford plans, opened as the tallest Wellington
construction in 1922. It was the first motor vehicle assembly plant in
New Zealand - vehicles starting in boxes at the top and driving out
completed at the bottom. The Company later built assembly plants at
Fox Street, Auckland and Sophia Street, Timaru. This was the age of
the Model T with Ford market share reaching a peak of 27% in 1926.
The ‘CMC’ Building was sold in 2005.
In 1936, Ford Motor Company of New Zealand Limited established an
assembly plant at Seaview, Lower Hutt, and took over the distribution
of Ford products in New Zealand. CMC then concentrated on the retail
side of the business, operating the retail garages it then owned. The
1930's and 1940's were a time of survival with the depression, excess
stock of new product, and then no new vehicles available during the
war years and petrol rationing until 1950. Service became the key to
remaining in business.
Shortly after the end of the war the supply of new vehicles was
resumed and the 30 years up to 1980 saw the Group consolidate. The
Dealer organisation that developed proved to be one of the best retail
motor groups in New Zealand. Over this period nearly every
Dealership was either rebuilt, fully refurbished or relocated and new
Dealerships were opened in East, West and South Auckland to cater
for Auckland growth.
CMC was listed on the NZ Stock Exchange in May 1962.
For the 50 years up to 1987, New Zealand had import licensing, local
assembly of vehicles and heavy additional sales taxes to control
overseas funds. The new vehicle industry under this regime peaked in
1973 and again in 1984 at 123,000 units. The dismantling of controls
and the arrival of second hand imports from Japan saw the industry
fall to just 66,500 new vehicles in 1992. It wasn’t until 2014, 30 years
later, that the new vehicle industry again reached the level seen in
1984.
The late 1980’s and all through the 1990’s was a period of change and
adaptation. Over a decade, most smaller Ford dealerships either
closed down or merged with their neighbours. This resulted in fewer
but larger Ford dealerships. CMC closed or sold its smaller
dealerships and acquired others to expand its city and provincial
locations. Nelson was acquired during this period. Compounding the
changes were the international decisions of Ford Motor Company to
sell its tractor and heavy truck businesses which resulted in Ford in NZ
ceasing to import both products.
Most of the CMC dealership tractor departments were closed, with the
exception of Southland. This business has since grown to become
Agricentre South Ltd, retailing New Holland & Kubota tractors in
Southland and Case IH tractors in Southland / Otago with locations in
Invercargill, Gore, Milton, Cromwell and Ranfurly.
In 1994 CMC acquired a major interest in Southpac Trucks, the NZ
distributor for Kenworth and Foden (since retired) and more recently,
DAF, heavy duty trucks which are all part of the USA based PACCAR
organisation. Southpac Trucks has since grown into a major player in
the NZ heavy truck industry with locations in Manukau City, Hamilton,
Rotorua, New Plymouth, Palmerston North, Gisborne, Timaru and
Christchurch together with a nationwide network of independent parts
& service dealers.
Guinness Peat Group plc (GPG) made a takeover offer for CMC in
October 1995. Among the sellers who enabled GPG to acquire 33.9%
were some original Gibbons Family shareholders. As part of a plan to
maximise value to shareholders, Directors resolved to rationalise the
Company's non-dealership property holdings, repay the surplus funds
to shareholders and focus the Company on its core motor trade
activities.
In June 1997, GPG sold its shares to the MBM Group of Malaysia. Over
the following years, MBM sold down its holding in CMC, with many of
the shares acquired by members of the Gibbons family. MBM sold its
final block of 24.9% to a large number of individuals in 2003, resulting
in the addition of 300 shareholders to CMC.
In 1999, CMC's Auckland Dealerships joined with Ford Motor Company
and three other Ford dealerships to form Auckland Auto Collection
Limited (AACL). This move represented the biggest change in the Ford
franchise arrangements in New Zealand for over 60 years. During
1999, this new business acquired the Mazda Dealerships in Auckland
and Mazda Motors joined CMC and Ford as a shareholder. From 2002,
the business operated as three Ford and Mazda dealerships - North
Harbour, John Andrew and South Auckland. CMC sold its shareholding
back to AACL in May 2005 and, in return, acquired the South Auckland
Dealership.
On 16 June 2003, Ford Motor Company celebrated its centennial and
the production of the original Model A Fordmobile with CMC and its
forebears having been actively involved with Ford for 95 of those 100
years. In celebration of this long relationship, a hi
story of the
Company's operations and activities, "Ford Ahead", was written and
published by Roger Gardner.
During the 2000’s CMC also acquired the Mazda franchises in
Invercargill, Dunedin, Timaru, Wellington, Lower Hutt and Masterton.
These were run as dual dealerships with the existing Ford dealerships.
The policy of adding Mazda to Ford dealerships ended when Ford USA
sold its interest in Mazda Japan in 2009.
It has been part of the Company's philosophy and success to own
property sites from which its retail subsidiary companies operate.
In 2014 CMC acquired Jeff Gray BMW & MINI with locations in
Wellington, Christchurch, Palmerston North and Hastings. The
business was subsequently sold in November 2016.
In recent years CMC has increased its franchise representation in a
number of locations as separate dealerships or aligned with existing
businesses and now includes: Suzuki, Nissan, Kia, Isuzu, BYD,
MItsubishi, Mahindra; Yamaha motorcycles. In 2024 CMC signed an
agreement with JAC Motors to distribute vehicles in New Zealand.
Details of the Group’s current dealerships, locations and the franchises
they represent are detailed on page 10 in the report.
Greenhouse gas emissions are now driving the power source for
vehicles away from fossil fuel and the internal combustion engine to
clean sources – electricity, hydrogen, bio fuel or others yet-to-be
identified.
The current major shareholdings in CMC are individual descendants of
Hopeful & Jessie Gibbons, who collectively hold over 60% of the
Company shares. There are also many descendants of the original
1902 subscribers to the Rouse & Hurrell Carriage Building Company
Limited who remain shareholders today.
Throughout the Company's history, change has always been with us
and our ability to adapt in good times and in bad has ensured ongoing
wellbeing and prosperity. As well, it has always been recognised that
dedicated, skilled and enthusiastic people have been, and will
continue to be, the key to the Company's future.
---
Notice of 107
th
Annual Meeting
Notice is hereby given that the 2025 annual meeting of shareholders of
The Colonial Motor Company Limited
will be held at
The Harbourside Function Venue, 4 Taranaki Street, Wellington
on Friday, 7 November 2025 commencing at 12:00 midday
BUSINESS
1. Chair’s introduction
2. Address from the Chair
3. Report from the Group Chief Executive
4. Shareholder discussion
5. Resolutions
To consider and if thought fit, to pass the following resolutions:
(see explanatory notes on the next page)
1. To re-elect John William Michael Journee as a director of the Company.
2. To re-elect John Ormond Hutchinson as a director of the Company.
3. To elect John Alexander Beveridge as a director of the Company.
4. To authorise an increase in the annual remuneration payable to directors from $330,000
to $515,000 with effect from 1 July 2025.
5. To record the on-going appointment of Grant Thornton as auditor and to authorise the
directors to fix the auditor’s remuneration.
6. General business
LOCATION
Explanatory Notes – relating to the annual meeting
Voting
All voting at annual meetings must be conducted by poll. Procedures for voting, the appointment of proxies and
representatives, vote counting and the announcement of the results are applied and disclosed in detail.
Proxies, representatives and postal voting
If you choose not to attend the meeting, a form is provided with this annual report for you to complete to appoint a proxy
or corporate representative to vote on your behalf. If you wish you can lodge a postal vote rather than a proxy vote.
Detailed guidance is provided on the form on how to complete it for either proxy or postal voting purposes. Further
copies of the form may be obtained from the Company or downloaded from our website.
Resolutions
Each of the resolutions will be considered as a separate ordinary resolution. To be passed, an ordinary resolution
requires a simple majority of votes of shareholders entitled to vote and voting. Each share in the Company carries one
vote.
The Board supports passing all of the resolutions.
Re-election and election of directors
The Listing Rules require that a director must not hold office (without re-election by shareholders) past the third annual
meeting that follows the director’s last election or 3 years, whichever is longer.
A director appointed by the Board must not hold office (without election by shareholders) past the annual meeting
following the director’s appointment.
Resolution 1
John Journee was last re-elected as a director at the 2022 annual meeting. He is eligible and offers himself for re-
election.
John has held various senior executive positions in the retail industry in New Zealand and Australia, including with Noel
Leeming and The Warehouse. He is currently a director and chair-elect of The Warehouse Group Limited, a director of
Farmlands Co-operative Society Limited and a member of the Data Insights Group Limited Advisory Board. John
became a director in December 2018.
Resolution 2
John Hutchinson was elected as a director at the 2022 annual meeting. He is eligible and offers himself for re-election.
John is currently the Chief Executive and Dealer Principal of Team Hutchinson Ford in Christchurch. He joined Team
Hutchinson Ford in 1994 in vehicle sales and became Dealer Principal in September 2006. Previous to joining the
dealership, John had worked in the UK at Investment Bank, Credit Suisse First Boston, then ran his own business in
Christchurch. He is a current member and past president of the Ford Dealer Council.
Resolution 3
John Beveridge was appointed by the Board as a director with effect from 29 April 2025. He is eligible and offers
himself for election.
John is an experienced director in both the public and non-public company environments and has held a number of
senior management positions with both listed and unlisted companies. John’s corporate career included senior
management roles with Fletcher Building, where he was the CEO of Placemakers, following earlier leadership roles
with Pacific Steel and Golden Bay Cement. He is currently a director of NZX-listed Steel & Tube Holdings Ltd and chair
of the non-public NZ Scaffolding Group of companies.
Directors’ fees
Resolution 4
Every two years it has been the Board’s normal practice to review the fees paid to Directors in total and individually.
The last review was undertaken in 2023.
Following the review of Directors’ fees undertaken this year, which was based on market research by independent
sources (via Strategic Pay), the Board resolved to increase annual fees. Details of the increase, a breakdown and the
market conditions that gave rise to it are provided in the Directors’ report on page 4. Over and above the proposed
increase to be applied to individual fees, there are two additional Non-Executive Directors who now need to receive
fees. As a result, the total annual fees payable will exceed the currently approved maximum of $330,000 set in 2023.
This resolution seeks shareholder approval to increase the maximum to $515,000.
Auditor re-appointment and remuneration
Resolution 5
Under section 200 of the Companies Act 1993, the auditor is automatically re-appointed each year unless ineligible or
replaced.
The fee paid to the auditor is disclosed in the annual report each year (refer page 17).
---
APPOINTMENT OF PROXY
If you choose not to attend the Annual Meeting you may appoint a proxy or representative to attend and vote on your behalf at the
Meeting. Before completing the form overleaf, please read the instructions below and the Notice of Meeting that can be found at the
front of the 2023 Annual Report. Notes that explain each resolution to be voted on at the Meeting accompany the Notice.
If you do not attend the Annual Meeting you may appoint a proxy or representative to attend and vote on your behalf at the
Meeting.
Before completing the form overleaf, please read the instructions below and the Notice of Meeting that can be found at the front of
the 2025 Annual Report. Notes that explain each resolution to be voted on at the Meeting accompany the Notice.
Instructions
Please ensure you complete all parts of the form and that it is signed.
Proxy
It is important you provide details of your proxy so there is no doubt as to their identity. A proxy need not be a shareholder of the
Company.
You may appoint the chair of the Meeting or any director of the Company as your proxy. The chair of the Meeting is normally the
Chair of the Board. If your nominated proxy does not attend the Meeting the chair of the Meeting will be your proxy.
Voting by proxy
You may instruct your proxy how to vote by ticking the appropriate box next to each resolution. If you do not provide instructions
your proxy will be able to vote using their own discretion.
Using your proxy form as a postal vote
If you appoint yourself or no one as your proxy then your proxy form will be treated as a postal vote, so long as you have voted on at
least one of the resolutions. If you have lodged a postal vote you will not be given a voting slip if you then attend the Meeting.
Signing (for proxy and postal voting purposes)
If a shareholder is an individual, the form should be signed by the shareholder or their duly authorised attorney.
If the shares are held by joint shareholders, at least one of the joint shareholders must sign the form. If all joint shareholders do not
sign the form, those who do sign are certifying they are duly authorised to sign on behalf of the other joint shareholders who do not
sign the form.
If the shareholder is a trust, all trustees should sign unless authorised otherwise by the trustees. If all trustees do not sign, those who
do sign are certifying they are duly authorised to do so.
A corporation must execute the proxy form under seal or by a duly authorised officer or attorney acting with the express or implied
authority of the corporation.
If the proxy is signed under a power of attorney, please provide a copy of the power of attorney with a completed certificate of non-
revocation of authority.
Delivery
To be valid, your proxy must be received by the Company before midday on Wednesday, 5 November 2025, being 48 hours before
the Meeting is scheduled to commence.
The completed form may be delivered by any of the following means:
Post Please use the enclosed reply-paid envelope. If posted in New Zealand, no postage is required. If posted
outside New Zealand, please affix the full necessary postage from the country of mailing.
In person Level 6, 57 Courtenay Place, Te Aro, Wellington.
E-mail Scan the form and e-mail it to cmc@colmotor.co.nz with “Proxy” in the subject line.
If you have any questions, please contact the Company on (04) 384 9734 or cmc@colmotor.co.nz or
P O Box 6159, Wellington 6141
Annual Meeting
The 2025 Notice of Annual
Meeting of The Colonial Motor
Company Limited is at the front
of the 2025 Annual Report.
The meeting is being held at
The Harbourside Function
Venue, 4 Taranaki Street,
Wellington on Friday, 7
November 2025 commencing
at midday.
ANNUAL MEETING 2025
APPOINTMENT OF PROXY for:
PROXY
I/we, being a shareholder(s) of The Colonial Motor Company Limited who is/are entitled to attend and vote at the
Annual Meeting on Friday, 7 November 2025, hereby appoint
of
(Full name or position of proxy)
(Address)
or failing him/her
of
(Full name or position of proxy)
(Address)
as my/our proxy to exercise my/our vote at the Meeting and at any adjournment of that Meeting.
VOTING
I/we direct my/our proxy to vote in the following way on the resolutions set out in the Notice of Meeting, on any
amendment to those resolutions, on the resolutions so amended and on any other resolution proposed at the Meeting
so as to give effect where possible to my/our intention as set out below.
Please tick (✓) in the appropriate box adjacent to each resolution to instruct your proxy how to vote. If you tick the
“Proxy discretion” box or omit to tick any box you are permitting your proxy to decide how to vote. If you do NOT wish
your proxy to exercise your vote on a resolution, tick the “Abstain” box corresponding to that resolution.
Resolutions
For Against Abstain
Proxy
discretion
1. To re-elect John William Michael Journee as a director of the
Company
2. To re-elect John Ormond Hutchinson as a director of the Company
3. To elect John Alexander Beveridge as a director of the Company
4. To authorise an increase in the annual remuneration payable to
directors from $330,000 to $515,000 with effect from 1 July 2025
5. To record the on-going appointment of Grant Thornton as auditor
and to authorise the directors to fix the auditor’s remuneration
SIGNING
Signature(s) of shareholder(s):
Names of shareholder(s) – please print:
Date
Contact name
Daytime telephone number ( )
For vote counting and scrutineer: CSN
Shareholding
---
PO Box 6159
Wellington
New Zealand 6141
DX SP21009
Level 6
57 Courtenay Place
Wellington 6011
Telephone: 04 384-9734
Email: cmc@colmotor.co.nz
Website: www.colmotor.co.nz
2025 ANNUAL REPORT
The Directors of The Colonial Motor Company Limited present its 107
th
Annual Report covering the year to 30 June 2025.
The report is being mailed to all shareholders. It incorporates the
Notice of the 107
th
Annual Meeting and a proxy form accompanies the
report.
Additional copies are available on request from the Company at PO
Box 6159 Wellington 6141 or telephone +64 (0)4 384 9734 or e-mail
to cmc@colmotor.co.nz.
The report can also be downloaded from the Company’s website
www.colmotor.co.nz .
J G Tuohy
Company Secretary
The Colonial Motor Company Limited
19 September 2025
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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