The Warehouse Group FY25 Annual Results
NZX | Market release – 2 October 2025
The Warehouse Group announces FY25 Annual Results, marking a
year of reset and progress
Financial summary 53-weeks ending 3 August 2025
• Group Sales, up 1.6% to $3.1 billion, flat on a 52-week same store sales comparable
basis
1
;
• The Warehouse Sales were up 1.4% to $1.8 billion;
• Warehouse Stationery Sales were down 2.5% to $226.0 million;
• Noel Leeming Sales were up 3.3% to $1.0 billion;
• Gross Profit Margin was down 140 basis points to 32.2%;
• Cost of Doing Business (CODB) reduced as a percentage of sales by 40 basis points
to 32.2%;
• Operating Profit (EBIT pre-NZ IFRS 16) of $1.3 million, down from $28.9 million in
FY24;
• Reported Net Loss After Tax was $2.8 million (FY24: Net Loss After Tax $54.2
million);
• Capital Expenditure tightly controlled at $12.4 million, down from $39.0 million in
FY24;
• Net Debt was $96.1 million, due to the timing of year end, and net cash flows in the
53
rd
week including month end supplier payments. If year end had been at the same
time as FY24, net debt would have been approximately $13 million;
• No dividend declared for the financial year.
The Warehouse Group today announced its financial results for the year ended 3 August
2025, marking a year of reset and progress in an extremely challenging and competitive
environment. While profitability remains below acceptable levels, the Group took deliberate
steps to strengthen its ongoing performance and saw early signs of improvement,
particularly in the second half, with improved sales and margin trends.
Chair, Dame Joan Withers, said FY25 was a year of decisive change and deployment of the
brand led strategy outlined last year. “Economic and retail conditions in New Zealand remain
extremely challenging. Unemployment and inflation remain comparatively high, and
consumer confidence is down, putting further pressure on discretionary spending and
intensifying retail competition. Against that backdrop, The Warehouse Group held its top line,
improved sales in the second half, and made meaningful progress on cost control. While
profitability is not where we want it to be, the decisions made this year have laid the
1
FY25 was a 53-week financial year ending Sunday 3 August 2025, compared to 52 weeks in FY24. Where appropriate,
revenue analysis compares FY25 on a 52-week same store sales basis with FY24 (removing the final 53rd week of FY25,
excluding online, NLG Commercial, and the impact of opening and closing of stores in each period). All other financial
commentary is unadjusted and compares 53 weeks in FY25 with 52 weeks in FY24.
2
foundation for improved margin and bottom line performance as the economic recovery
unfolds.”
Group sales were $3.1 billion, up 1.6% on FY24, flat on a 52-week same store basis.
Operating profit (EBIT pre-NZ IFRS16) was $1.3 million, with a reported net loss after tax of
$2.8 million and adjusted net loss after tax
2
of $4.5 million.
Gross profit margin declined 140 basis points to 32.2%. This was mainly due to The
Warehouse resetting key price points in its higher-margin home and apparel categories to
reinforce its value position, along with a shift in sales towards lower-margin categories. Noel
Leeming, the Group’s lowest-margin brand, also made up a larger proportion of sales in
FY25. Additionally, all three brands, especially The Warehouse and Warehouse Stationery,
ran more clearance activity than planned to clear seasonal ranges.
Group Chief Executive Officer Mark Stirton, who took on the role in August 2025, said the
Group is sharpening its focus on disciplined execution to lift performance. “In FY25, we reset
how we operate. We simplified our organisational structure and returned to a brand-led
model with retail ways of working. We also reset our pricing, improved our product range,
and controlled costs and capital expenditure.”
“Customers are responding well to our new ranges and pricing, with higher conversion and
more units sold, especially in home, apparel, toys, and health and beauty. Stronger second-
half sales show that when we get the offer right, customers respond quickly. Economic
conditions remain tough and continue to affect consumer confidence, but we have additional
work to do on rebuilding our retail fundamentals within buying and planning which will be a
key focus of FY26. There is growing excitement in the business as we work to unlock the full
potential of our brands.”
CODB decreased by 40 basis points to 32.2% of sales. “We are controlling the controllable,”
said Mr Stirton. “While store wage rates, rents and utilities have risen ahead of sales, we
have reduced head office costs by 7.8% and depreciation by 7.4%. We recently announced
the first phase of our strategic partnership with Tata Consultancy Services, which is
expected to deliver $40 million in savings over five years through the licences and managed
services consolidation. This will help us drive greater efficiency across our cost base.”
Mr Stirton said the Group carefully managed capital during the period, with expenditure
reduced to $12.4 million from $39.0 million in FY24. “The major investment in essential core
IT systems and infrastructure is now complete. Future investment will focus on improving
merchandise buying and planning capabilities to lift margins and strengthen inventory
management, implement new automation in our distribution centre to improve our
efficiencies, and enhance our store experience in key locations.”
2
Adjusted Net Loss after Tax and Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP
measure. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the 53
weeks ending 3 August 2025.
3
Brand performance
The Warehouse
The Warehouse delivered sales of $1.8 billion, up 1.4% on a 53-week reported year, with 52-
week same store sales up 1.2%. Sales declined 2.2% in the first half but recovered in the
second, growing 2.0% over the 26-week period.
Toys had a record breaking year, up 8.0% on a 52-week basis, and The Warehouse
reclaimed its number one position in consumer preference for toys. FMCG delivered a strong
performance, with sales up 7.7%, including growth in cosmetics, up 7.8%, and health and
wellbeing, up 6.2%, on a 52-week basis.
Same store foot traffic held steady, up 0.3%, with traffic conversion up 2.5%. Unit sales grew
4.5% across all categories, and most importantly in home and apparel.
Holding sales in a tough retail climate came at the cost of margin, with gross profit margin
down 180 basis points. This was driven by strategic price resets to improve value
positioning, growth in lower-margin categories, and deeper clearance in high-margin
categories. Despite good control of overheads, the drop in gross profit margin led to a
decline in operating profit, from $17.7 million in FY24 to a loss of $12.2 million.
Warehouse Stationery
Warehouse Stationery reported sales of $226.0 million, down 2.5% on a 53-week reported
year, with 52-week same store sales down 3.2%. Sales softened in the first half but
stabilised in the second half.
The print and create category delivered strong margin and sales up 7.2% on a 52-week
basis on FY24, driven by our expansion of personalised gifting options and increasing
customer demand for digital printing, while big ticket items like office furniture remained
under pressure.
Same store foot traffic (excluding SWAS stores) declined 1.8%, while foot traffic conversion
rose 5.8%. Gross profit margin decreased 110 basis points due to a reduction in everyday
low prices and higher sales in lower margin categories. Operating profit was $8.2 million,
compared to $12.9 million in FY24.
Noel Leeming
Noel Leeming achieved sales of $1.0 billion, up 3.3% on a 53-week reported year, and up
1.4% on a 52-week like for like comparable period. Noel Leeming Commercial experienced
very strong growth of 40% in the year, and excluding Commercial sales which are not
transacted in store, 52-week same store sales decreased 1.6%.
Total sales were resilient throughout the year, growing 0.8% in the first half with increased
growth of 2.0% in the second half 26-week period.
Despite pressure on discretionary spending, sales grew in key Noel Leeming categories.
Small appliances rose 10.2%, and gaming delivered a standout result up 21.0% on a 52-
week basis on the back of strong launches of the PS5 and Nintendo Switch. Over the year,
4
customers prioritised everyday electrical essentials, resulting in lower basket sizes but
higher unit volumes.
Same store foot traffic declined 0.9%, while conversion was very strong, increasing 3.7%.
Gross profit margin held relatively steady down 20 basis points. Operating profit was $11.7
million compared to $17.3 million in FY24.
Balance Sheet
Net debt increased from $50.7 million to $96.1 million. This was due to the timing of the year
end compared to the prior period; when adjusted for the additional week, net debt would
have been approximately $13.0 million.
Leadership changes
To drive improvement in execution across the organisation, FY25 saw the formation of a
refreshed Executive Leadership Team. The Executive Leadership Team now consists of:
• Mark Stirton as Group Chief Executive Officer
• Stefan Knight as Group Chief Financial Officer
• Richard Parker as Group Chief People Officer
• Mark Anderton as Group Chief Sourcing and Supply Chain Officer
• Shayne Tong as Group Chief Digital and Transformation Officer
• Silv Roest as Group Chief Legal and Corporate Affairs Officer
• Carrie Fairley as Chief Merchandise Officer – The Warehouse and Warehouse
Stationery (Acting)
• Ian Carter as Chief Store Operations Officer – The Warehouse and Warehouse
Stationery
• Jason Bell as Chief Executive Officer – Noel Leeming
For the purposes of the Financial Markets Conduct Act 2013, the Group considers the Group
Chief Executive Officer and Group Chief Financial Officer roles as Senior Managers.
Dividend
The Board has elected not to declare a final dividend for FY25, given the Group’s financial
performance. Dame Joan said the decision was not taken lightly. “It is a source of great
disappointment to the Board that we were unable to declare either interim or final dividends
for FY25. Our shareholders have stood by us through a challenging period, and they rightly
expect an appropriate return on their investment. While we are not yet in a position to deliver
a dividend, we are focused on improving profitability and rebuilding shareholder value. That
work is underway, and the Board and the Executive Leadership Team remain committed to
delivering for our shareholders.”
Outlook
Trading for the first seven weeks of FY26 remains challenging, with sales and gross profit
tracking to similar levels as last year.
Dame Joan said the retail outlook in New Zealand remains difficult, with low consumer
confidence and ongoing cost-of-living pressures continuing to affect household spending.
5
“We are operating in a tough and unpredictable environment. While we are seeing early
signs of improvement, we remain cautious about the pace of recovery. The Warehouse
Group has taken the right steps to reset its foundations, and the Board is confident in the
leadership and direction now in place.”
Looking ahead, the Group enters FY26 with a clear focus on disciplined delivery. Margin
recovery will be driven by improved sourcing, tighter inflow margin control, and disciplined
inventory management. The Warehouse will target growth in higher-margin categories
including apparel, health and beauty, home, and toys. Capital will be allocated to the most
impactful projects, and selective space growth opportunities are being actively pursued.
Overhead cost management remains a priority, with changes underway to reduce CODB to
below 31% of sales.
Mark Stirton said the Group’s new purpose will guide its direction. “Our purpose is to build
exceptional retail brands that customers love, our team take pride in and deliver sustainable
shareholder returns. Our approach is to strengthen and grow our three New Zealand retail
brands, enabling each to lead in its market while leveraging shared services, platforms, and
capital efficiencies. FY26 is about disciplined delivery, and we will share our longer-term
strategy later in FY26.”
Ends
For media queries please contact: For investor queries please contact:
Lizzie Havercroft
General Manager Corporate Affairs
+64 27 507 0613
lizzie.havercroft@twgroup.co.nz
Julia Belk
Investor Relations Manager
+64 21 240 8997
julia.belk@thewarehouse.co.nz
The Warehouse Group Limited
26 The Warehouse Way, Northcote, Auckland 0627
---
2025
ANNUAL
RESULTS
53 weeks ending 3 August 2025
03
05
12
23
24
26
2
Chair update – Dame Joan Withers
CEO update – Mark Stirton
Group financial performance – Stefan Knight
Looking ahead – Mark Stirton
Thank you – Dame Joan Withers
Appendix – Additional Information
Contents
3
Chair update
Dame Joan Withers
Chair
4
Year in review
We have taken action and laid the groundwork to turnaround our performance
1.52-week same store sales removes the 53rd week of FY25, excludes online, NLG Commercial, and the impact of opening and closing of stores during the reported and comparable year.
2.Operating Profit (EBIT pre-IFRS16) excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT, refer to
Slide 28 of this presentation and Note 2.0 of the financial statements for the 53 weeks ending 3 August 2025.
3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. For a reconciliation between Adjusted and Statutory NPAT, refer to Slide 28 of this
presentation and Note 5.0 of the financial statements for the 53 weeks ending 3 August 2025.
4.eNPS score in FY25 and FY24 excludes DC team members as these were not surveyed in FY25, so have been excluded in both years. FY24 reported eNPS was 19.6 including all team
members.
Operating Profit
2
(EBIT pre-IFRS16)
$1.3 million
FY24: $28.9 million
eNPS
4
36.0
(FY24: 18.2)
Group Sales
$3.1 billion
Up 1.6% on prior year
Flat sales on 52-week same store sales basis
1
•Economic conditions remain extremely challenging. Unemploymentis up, and consumer
confidence is down, putting further pressure on discretionary spending and intensifying retail
competition.
•Despite these conditions, sales held steady. Reported Group sales were up 1.6% year-on-year
to $3.1 billion. Gross profit margin degradation, particularly in The Warehouse, underscores the
challenges of a weak, and highly competitive market.
•While cost control improved, it was not enough to offset the decline in gross margins, resulting
in an Operating Profit² (EBIT pre-IFRS16) of $1.3 million.Reported NPAT was a loss of $2.8 million.
•Given the financial performance, the Board elected not to declare a dividend for FY25.
•While some meaningful progress has been made, there is still much more work to do. The
Group continued to take decisive action in deploying the brand led strategy we outlined last
year.
•Customers are responding well to new ranges and pricing, with improved sales performance
in the second half, and we have made meaningful progress on cost control.
•We have strong new leadership in place to improve execution and a clear direction to turn
around our performance.
Reported NPAT
$(2.8) million
FY24: $(54.2) million
CEO update
5
Mark Stirton
Chief Executive Officer
6
•GDP down 1.1% for the year to June 2025 and GDP per capita down 1.1%
1
.
•Unemployment rose to 5.2% for the year to June 2025. In Auckland, the Group’s biggest
market, unemployment reached 6.1%, the highest in the country and the highest in
eight years
2
.
•Inflation was 2.7% for the year to June 2025, remaining at the upper-end of the Reserve
Bank’s 1–3% target band. Households wereimpactedmaterially by the following cost of
living that impacted discretionary spend:
•Local Authority rates & payments up 12.2% for the year to June 2025
•Electricity up 8.4% for the year to June 2025
3
•Interest rates down 225 basis points since September 2024 – but relief has been
insufficient to offset other consumer headwinds.
•Consumer Confidence fell 3 points to 92 in August 2025, its lowest level in 10 months
4
.
Low economic growth continues to weigh heavily on
consumer sentiment
State of the nation
1.Trade economics. https://tradingeconomics.com/new-zealand/indicators
2.Unemployment: Labour market statistics: June 2025 quarter | Stats NZ
3.Consumer Price Index: Consumers price index: June 2025 quarter | Stats NZ
4.ANZ Roy Morgan. https://www.anz.co.nz/about-us/economic-markets-research/consumer-confidence/
7
Year in review
•FY25 was a reset year - we reshaped our operating model, reset pricing, improved
product, and brought tighter cost and capital control.
•Sales held steady at $3.1 billion in a tough economy – traffic conversion was up and
unit sales growthstrong across the 3 brands . Second-half sales momentum in The
Warehouse and Noel Leeming businesses.
•Profitability suffered – gross profit margin declined 140 basis points, severely
impacting the Group’s bottom line. The Warehouse reset key price points early in the
year. This reset, when combined with category mix towards lower margin categories,
impacted gross profit margins in H1.
•Category mix improved in H2 – unit growth was up across the Group, driven by new
prices and on trend products in store, particularly in important categories home,
apparel, toys, and beauty in The Warehouse. Promising new brand launches occurred
throughout the group as we refresh ranges.
•Cost control focus – overall CODB
1
decreased by 40bps to 32.2% of sales, despite higher
than inflationary pressures on store rent, utilities, and employee costs. Support office
costs were down 7.8% and depreciation down 7.4% vs prior year.
•Disciplined capital management – Projects rationalised and elevated IT spend tapered
off. Capital expenditure of $12.4 million down from $39.0 million in FY24.
•Brand-led strategy gaining traction – landed more targeted and engaging marketing,
improved store experiences,with new layouts in Beauty Zone.
•New leadership - new team aligned on goals, focused on execution, and accelerating
progress to rebuild profitability and unlock brand potential.
1.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.
8
We continue to look after our
people and communities
Our People
•eNPS 36.0pts (FY24: 18.2pts)
1
•45.2% women in senior leadership roles (FY24: 46.9%)
•100% gender pay equity (FY24: 100%)
•TRIFR
2
30.2 per million hours worked (FY24: 23.0)
Our Communities
•$2.4 million raised for NZ charities and communities
•489 supplier ethical audits
Our Environment
•66% of private label sales with sustainable packaging (FY24: 55%)
•Diverted 79% of operational waste to landfill (FY24: 78%)
•Scope 1 & 2 emissions decreased 45% compared to FY23 (base year) and decreased
23% compared to FY24
•More than 150 Group stores and sites powered by Lodestone Energy’s solar farms
1.eNPS score in FY25 and FY24 excludes DC team members as these were not surveyed in FY25, so have been
excluded in both years. FY24 reported eNPS was 19.6 including all team members.
2.Total Recorded Injury Frequency Rate.
9
Our strengths
1.The Purpose Business – The Warehouse Subcategory Brand Preference July 2025, growth in FY25 H2 compared to FY25 H1.
2.Based on StatsNZ 2023 Census population and Azure Maps API to determine drive times.
3.Based on foot traffic through stores across The Warehouse, Warehouse Stationery and Noel Leeming in FY25 and StatsNZ population estimate as at 30 June 2025.
84 stores
Sqm: 455,430
66 stores
Sqm: 51,852
66 stores
Sqm: 79,868
Over 85% of Kiwis live
within 20 minutes
drive of a store
2
1 in 3 Kiwis visit us
each week
3
Reclaimed #1 brand in
consumer preference
for toys
In FY25 we shifted
consumer preference:
•Home +5%
•Apparel +2%
•Petcare +5%
•Party Supplies +6%
•Sport & Outdoors +5%
1
Brand Preference ReachPrivate Labels
27 strong private
label brands
H&H and Living & Co
remain our largest
brands
Veon is now the 2
nd
largest TV brand in NZ
Launched Poppi –
youth beauty brand
proving popular
10
Purpose
Ambition
Values
To build exceptional retail brands
that customers love, our team take pride in, and
deliver sustainable shareholder returns
Be a highly desired retail stock
• Think Customer • Do Good • Own it
Group direction
The Warehouse Group will strengthen and grow its three New Zealand retail brands, enabling each to lead in its market
while leveraging shared services, platforms, and capital efficiencies.
Mark Stirton
Group Chief Executive
Officer
Richard Parker
Group Chief People Officer
Carrie Fairley
Chief Merchandise Officer
– The Warehouse &
Warehouse Stationery *
Ian Carter
Chief Store Operations
Officer - The Warehouse &
Warehouse Stationery
Jason Bell
Chief Executive Officer –
Noel Leeming
Stefan Knight
Group Chief Financial
Officer
Mark Anderton
Group Chief Sourcing and
Supply Chain Officer
Shayne Tong
Group Chief Digital and
Transformation Officer
The leadership team
11
Silv Roest
Group Chief Legal and
Corporate Affairs Officer
* Acting
12
Group financial
performance
Stefan Knight
Chief Financial Officer
13
Group financial performance
1.52-week same store sales removes the 53rd week of FY25, excludes online, NLG Commercial, and the impact of opening and closing of stores during the reported and comparable year.
2.Operating Profit (EBIT pre-IFRS16) excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT, refer
to Slide 28 of this presentation and Note 2.0 of the financial statements for the 53 weeks ending 3 August 2025.
3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. For a reconciliation between Adjusted and Statutory NPAT, refer to Slide 28 of this
presentation and Note 5.0 of the financial statements for the 53 weeks ending 3 August 2025.
•Sales were up 1.6% on a reported year, and flat on a 52-week same store sales basis compared to FY24
1
.
•Sales declined 1.6% in the first half, but the second half delivered a turnaround in sales performance with 1.6% growth on a 26-week basis.
•Sales driven by Group growth in units sold of 4.6%, offset by decline in Group average sales price (ASP) of 4.4%.
•While margins were still challenging in FY25 H2, the decline in gross profit margin was less in H2 (down 80bps vs FY24H2) compared to H1
(down 180bps vs FY24 H1).
•CODB was well controlled, and while relatively flat on FY24, this is for 53 weeks, and decreased as a percentage of sales year on year.
$ million
FY25
53 weeks
FY24
52 weeks
VarianceH1 VarH2 Var
Sales revenue3,086.7 3,037.6 1.6%-1.6%5.3%
Gross Profit995.1 1,020.9 -2.5%-6.8%2.6%
Gross Profit Margin %32.2%33.6%(140)(180)(80)
Cost of doing business (CODB)993.8 992.0 0.2%-2.8%3.4%
CODB %32.2%32.6%(40)(40)(60)
Operating Profit
2
1.3 28.9 -95.5%-54.5%-29.8%
Operating Profit Margin %0.0%1.0%(100)(140)(20)
Adjusted Net Profit After Tax
3
(4.5)18.9
-123.7%-65.1%-28.3%
Reported Net Profit After Tax
(2.8)(54.2)
94.9%149.8%52.3%
FY25 sales
flat on
52-week
same store
sales
FY25 H2 sales
up 1.6% on a
H2 26-week
basis
32.7%
34.6%
33.6%
34.3%
32.8%
33.6%
32.5%
32.0%
32.2%
H1H2FY
FY23FY24FY25
14
Gross profit under pressure
•The competitive retail environment continued to put
pressure on retail pricing and margins in the year.
•FY25 saw a decrease in gross profit margins due to:
•Strategic price reset of everyday low prices,
particularly in The Warehouse;
•Lower inventory sell through resulting in
increased clearance activity;
•Growth in sales from lower margin categories
(eg: FMCG in The Warehouse and small
appliances in Noel Leeming); and
•Sales growth in Noel Leeming contributing to
higher percentage of Group gross margin.
•FY25 H2 saw a reduction in the decline in margin -
driven by better inflow margin, category mix, and
lower supply chain costs.
•Targeted margin improvement in FY26 as the
strategic reset of everyday low prices moves through
the buying cycle, and an increased focus on home
and apparel in The Warehouse.
(80)
bps
(180)
bps
Gross Margin %
(140)
bps
15
Controlling cost of doing business
1.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.
2.Buy Now Pay Later.
FY25 CODB
1
categories - % of Total CODB
Employee Exp. +2.8%
Depn & Amort. -7.4%
Lease Exp. +2.7%
Other Exp. -3.9%
•CODB increased 0.2% (primarily due to 53 weeks in FY25) and decreased 40bps to 32.2% as a percentage of sales.
•Employee Expenses increased 2.8% with higher wage rates, and an extra reporting week, offset by a reduction in employee head count year
on year.
•Depreciation and amortisation decreased 7.4% and will continue to slow as large capital projects roll off.
•Other Expenses decreased 3.9% due to a reduction in SaaS opex and increased Other Income from supplier rebates, offset by increased
customer payment commission on BNPL and technology running costs as core systems come online.
•Across the Group, Brand costs increased 4.3% (employee exp, store rent, distribution costs, BNPL
2
costs), impacting Brand operating profit.
•Controllable costs decreased across the Group including SSO overhead costs down 7.8% and Depreciation down 7.4%.
53.0%
6.4%
13.3%
27.3%
Employee Exp.Depn & Amort Exp.Lease Exp.Other Exp.
CODB by allocation ($m)
FY25FY24FY25 Var
Brand costs
678.4 650.4 4.3%
SSO costs
252.2 273.4 -7.8%
Depn & Amort.
63.2 68.2 -7.4%
Total CODB
993.8 992.0 0.2%
CODB
$993.8m
16
The Warehouse
1.52-week same store sales removes the 53rd week of FY25, excludes online and excludes the impact of opening and closing of stores during the reported and
comparable year, to enable 52-week sales comparison.
2.Brand operating costs include rent, store and DC/FC labour, advertising and promotions, and customer payment commissions costs.
3.Sales density for FY25 is calculated on a 52-week basis.
4.Quarterly sales graph excludes the 53
rd
week from FY25 Q4.
$ million
FY25
53 weeks
FY24
52 weeks
FY25 Var
Sales
1,816.51,792.3
1.4%
Operating (Loss)/Profit
(12.2)17.7
-168.3%
Operating Margin %(0.7%)1.0%-170 bps
Online sales
83.2 91.8
-9.4%
Online as a % of sales
4.6%5.1%
-50 bps
Number of stores
8486
(2)
Sales density (Sales $ / sqm)
3
$3,870 $3,7822.3%
Basket Value
(1.6%)
Store foot
traffic
+0.3%
Foot traffic
conversion
+2.5%
•Sales increased 1.4% on a reported year, and increased 1.2% on a 52-
week same store sales basis compared to FY24
1
.
•While sales declined 2.2% in the first half, sales recovered in the second
half with growth of 2.0% (based on 26 weeks).
•Units sold increased across all categories – including home and
apparel. While average selling price increased in FMCG, this decreased
in home and apparel, contributing to overall lower basket value and
lower gross profit margin.
•Gross profit margin decreased 180bps due to an increasingly
competitive market and the increased mix of FMCG sales.
•The Warehouse CODB held relatively flat, driven by increased brand
costs
2
, offset by a reduction in allocated SSO costs and depreciation.
•Online sales have stabilised post-COVID19 at ~5% of sales. Online visits
were up on last year and are key to driving store traffic.
Q1Q2Q3Q4
FY24FY25
The Warehouse quarterly sales
4
($m)
Units +4.5%
Average Selling Price
(4.5%)
Down
2.0%
Down
2.3%
Up
1.9%
Up
2.1%
17
The Warehouse – gross profit margin impact
•Gross Profit margin % was significantly impacted,
primarily due to :
•Everyday low price reset to reinforce our position
as a competitive value retailer – particularly in
apparel, home, tech and play. Promotional and
additional clearanceactivity was required.
•Category mix – growth in FMCG (grocery food and
non-food) sales and margin and a decline in
apparel and home sales and margin;
•Rebates from suppliers increased due to volume
growth in FMCG and Toys; and
•Increased freight costs further eroded gross profit
margin.
37.5%
-1.3%
-0.8%
0.6%
-0.3%
35.7%
The Warehouse gross profit margin impact year on year
18
Warehouse Stationery
$ million
FY25
53 weeks
FY24
52 weeks
FY25 Var
Sales
226.0231.9
-2.5%
Operating Profit
8.212.9
-36.4%
Operating Margin %3.6%5.6%-200 bps
Online sales
15.8 18.4
-14.3%
Online as a % of sales
7.0%8.0%
-100 bps
Number of stores
6666
-
SWAS Stores
4241
1
Sales density (Sales $ / sqm)
3
$4,297 $4,475 -4.0%
•Sales were down 2.5% on a reported year, and down 3.2% on a 52-week
same store sales basis compared to FY24
1
.
•While sales declined 6.8% in the first half, the second half stemmed the
decline with 1.6% in the second half (based on 26 weeks).
•Print and Create categories continues to grow at strong margins –
achieving another record sales year – but offset by a decline in higher
value office furniture and technology.
•BizRewards channel underperformed as SME customers manage their
own costs – but with a powerful base of 12,000 active customers.
•Gross profit margin decreased 110bps due to a reduction in every day
low prices, and higher sales in lower margin categories.
•Warehouse Stationery CODB held flat, but increased as a percentage
of sales, with increased brand costs
2
offset by a reduction in allocated
SSO costs and depreciation.
1.52-week same store sales removes the 53rd week of FY25, excludes online and excludes the impact of opening and closing of stores during the reported and
comparable year, to enable 52-week sales comparison. Store foot traffic, foot traffic conversion and basket value is for stand-alone Warehouse Stationery Stores only.
2.Brand operating costs include rent, store and DC/FC labour, advertising and promotions, and customer payment commissions costs.
3.Sales density for FY25 is calculated on a 52-week basis.
4.Quarterly sales graph excludes the 53
rd
week from FY25 Q4.
Basket Value
(7.2%)
Store foot
traffic
(1.8%)
Foot traffic
conversion
+5.8%
Q1Q2Q3Q4
FY24FY25
Warehouse Stationery quarterly sales
4
($m)
Units + 5.5%
Average Selling Price
(9.1%)
Down
6.8%
Down
7.0%
Down
3.3%
Up
0.3%
19
Noel Leeming
•Sales increased 3.3% on a 53-week reported year, and up 1.4% on a
52-week like for like comparable period.
•Noel Leeming Commercial experienced very strong growth of 40% in
the year. Excluding Commercial sales which are not transacted
in store, 52-week same store sales decreased 1.6%
1
.
•Sales were resilient with sales growth of 0.8% in the first half, improving
further to sales growth of 2.0% in the second half (based on 26 weeks).
•Sales increased in gaming, small appliances and computers, but
decreased in big ticket items as customers continue to experience
tightened disposable income.
•Gross profit margin held steady, decreasing 20 bps as a result of the
competitive market, and higher sales in lower margin categories.
•Noel Leeming CODB increased in the year, driven by increased brand
costs
2
, offset by a reduction in allocated SSO costs and depreciation.
$ million
FY25
53 weeks
FY24
52 weeks
FY25 Var
Sales
1,038.11,005.2
3.3%
Operating (Loss)/Profit
11.717.3
-32.4%
Operating Margin %1.1%1.7%-60 bps
Online sales
108.7 102.7
5.8%
Online as a % of sales
10.5%10.2%
30 bps
Number of stores
6666
-
Sales density (Sales $ / sqm)
3
$12,724 $12,368 2.9%
Basket Value
(4.3%)
Store foot
traffic
(0.9%)
Foot traffic
conversion
+3.7%
Q1Q2Q3Q4
FY24FY25
Noel Leeming quarterly sales
4
($m)
Units + 4.6%
Average Selling Price
(3.0%)
1.52-week same store sales removes the 53rd week of FY25, excludes online and NLG commercial, and excludes the impact of opening and closing of stores during the reported
and comparable year, to enable 52-week sales comparison. Store foot traffic, foot traffic conversion and basket value is for stores only and excludes NLG commercial.
2.Brand operating costs include rent, store and DC/FC labour, advertising and promotions, and customer payment commissions costs.
3.Sales density for FY25 is calculated on a 52-week basis.
4.Quarterly sales graph excludes the 53
rd
week from FY25 Q4.
Down
2.1%
Up
3.1%
Up
4.5%
Down
0.4%
$ million3 Aug 202528 July 2024FY25 Var $
Inventory
476.7472.1
4.6
Trade Receivables
92.099.2
(7.2)
Trade Payables
(376.9)(461.4)
84.5
Provisions
(63.7)(62.9)
(0.8)
Working Capital
128.1 47.0
81.1
•Inventory increased slightly on prior year, but with goods on hand
down 4.3% and goods in transit up 39.4%
•Weighted average stock turn 4.6x (FY24: 4.6x)
•Aged inventory
1
at 23.1% (FY24: 19.9%) primarily in continuity
product
•Due to the timing of year end, and net cash outflows in the 53
rd
week including month end supplier payments, if year end had of
been at the same time as FY24, Net Debt would have been
approximately $13 million.
•Due to the timing discussed above, cash conversion ratio
2
was
(50.5%) (FY24: 102.4%) and free cash flow
3
was $(45.2) million (FY24:
$47.0 million). Adjusting for the net cash outflows in the 53rd week,
cash conversion ratio would have been approximately 80% and free
cash flow would have been approximately $38 million.
•Covenants were met throughout period.
20
Net debt and working capital
Net debt movement ($m)
1.Aged inventory calculated as stock over six months old.
2.Cash conversion is calculated as Operating cash flow / EBITDA on a pre-IFRS16 basis.
3.Free cash flow is calculated as Operating cash flow less capital expenditure and lease principal payments.
4.The difference between cash flow capital expenditure of $12.6 million above and capital expenditure of $12.4 million on Slide 21 and in Note 9.1 and Note 9.2 of the financial statements
is due to timing of accruals and creditor payments.
(50.7)
72.3
(12.6)
(104.9)
(0.2)(96.1)
FY24 Net Debt
Operating cash flow
Capital expenditure
Lease payments
Other
FY25 Net Debt
Free Cash flow $(45.2)m
27.1%
35.3%
5.6%
14.4%
14.6%
3.0%
Core SystemsOther Information SystemsProperty
Store DevelopmentsStore OperationsDigital, Supply Chain & other
21
Capital and project expenditure
•Total Project Expenditure
1
was $21.0 million in FY25 – significantly below FY24 spend of $73.4 million and below FY25 spend indicated at
the half year of $23 million - $28 million.
•A number of non-essential Information System projects have been deferred, while store development projects have come in below
budget.
•Core System and Other Information System projects in FY25 included DC WMS, ERPM – Relex, and Group Workforce Management
systems as these implementations near completion.
•Of total project expenditure, capital expenditure comprised $12.4 million, compared to $39.0 million in FY24.
Project Expenditure ($ million)FY25FY24
Core Systems5.732.6
Other Information Systems7.416.9
Property1.28.1
Store Development3.05.0
Store Operations3.14.8
Digital, Supply Chain & other0.66.0
Total Project Expenditure21.0 73.4
Total Capital Project Spend (% of spend / $million)
FY25
$21.0m
44.3%
23.1%
11.1%
6.7%
6.5%
8.3%
FY24
$73.4m
1.Total project expenditure includes capital expenditure, prepayments, SaaS expenditure and project operating expenditure.
22
Earnings and dividends
1.Dividends reflect those declared for the financial period as opposed to those paid in the period.
Earnings (cps)FY25FY24Variance
Reported EPS
(0.8)(15.7)
-94.9%
Adjusted EPS
(1.3)5.5
-123.6%
Dividends per share
1
-5.0-
Payout ratio
-91.9%
-
13.0
10.0
5.0
17.5
10.0
8.0
5.0
35.5
20.0
8.0
5.0
FY21FY22FY23FY24FY25
InterimFinalSpecial
Historical dividends (cps)
•Adjusted EPS removes the $60.3m loss from the
sale of Torpedo7 in FY24.
•There is no dividend declared with respect to FY25.
•We are committedto significantly
improvingfinancial performance, and profitability,
in order toreturn to paying sustainable dividends.
23
Looking ahead
Trading Conditions
•The retail environment in New Zealand remains challenging, with low consumer
confidence and ongoing cost-of-living pressures impacting household spending.
This is expected to persist for the balance of 2025.
•Trading for the first seven weeks of FY26 showssales and gross profit atsimilar
levels tolast year.Foot traffic was slightly down 0.9% but with conversion up 0.5%
across the Group.
Go forward
•New leadership team established with direction now in place.
•FY26 focus is disciplined delivery to produce margin recovery, overhead reductions
and working capital unlocks.
•Profitability recovery dependant on scaled improvement in higher margin
categories in The Warehouse.
•Overhead management remains a priority with deep cost transformation projects
underway to reduce CODB to below 31% of sales.
•Capital investment will be directed to the most impactful projects, with selective
space growth opportunities being actively pursued.
•We will be sharing further details of our refreshed strategy later in FY26.
24
Thank you
Dame Joan Withers
Chair
Questions
Appendix – Additional information
27
Sales summary
$ million
The
Warehouse
Warehouse
Stationery
Noel LeemingGroup
FY25 Reported Sales (53 weeks)1,816.5 226.0 1,038.1 3,086.7
FY24 Reported Sales (52 weeks)1,792.3 231.9 1,005.2 3,037.6
FY25 53-week reported sales growth1.4%-2.5%3.3%1.6%
FY25 52-week sales (excl. 53rd week)1,787.7 222.0 1,019.0 3,034.8
FY24 52-week sales1,792.3 231.9 1,005.2 3,037.6
FY25 52-week sales growth-0.3%-4.3%1.4%-0.1%
FY25 52-week same store sales growth
excludes online and NL Commercial, and the impact
of opening and closing of stores during the year
1.2%-3.2%-1.6%0.0%
FY25 H1 sales944.7109.8548.91,607.2
FY24 H1 sales965.6117.9544.41,632.7
FY25 H1 sales growth-2.2%-6.8%0.8%-1.6%
FY25 H2 reported sales (27 weeks)871.8116.2489.21,479.5
FY24 H2 reported sales (26 weeks)826.7114.0460.81,404.9
FY25 H2 reported sales growth5.5%1.9%6.2%5.3%
FY25 H2 sales (excl. 53rd week)843.0 112.2 470.1 1,427.6
FY24 H2 sales826.7 114.0 460.8 1,404.9
FY25 H2 26-week sales growth2.0%-1.6%2.0%1.6%
28
EBIT and NPAT reconciliation
1.Refer to Note 2.2 of the Financial Statements for the 53 weeks ending 3 August 2025 for further details on the NZIFRS16 adjustment.
2.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial
statements for the 53 weeks ending 3 August 2025.
Operating ProfitNPAT
$ millionFY25FY24FY25FY24
Reported profit/(loss)
attributable to Shareholders
40.5 45.7 (2.8)(54.2)
Loss from discontinued
operations
- (13.2)- (60.3)
Reported profit/(loss) from
continuing operations
40.5 58.9 (2.8)6.1
Restructuring costs
- 8.9- 6.4
Adjustments for NZIFRS 16
1
(39.2)(38.9)(1.7)(1.7)
Tax on buildings
- - - 8.1
Adjusted profit/(loss) from
continuing operations
1.3 28.9(4.5)18.9
For 53 weeks ending 3 August 2025
(54.2)
(25.8)
(1.5)
60.3
8.9
(5.1)
14.6
(2.8)
Movement in Reported NPAT FY24 to FY25
29
Investor metrics
FY25FY24
Returns
Return on Equity
1
-0.8%1.8%
Return on Net Operating Assets
2
3.0%1.6%
Dividend payout ratio-91.9%
Cash Generation
Cash conversion ratio
3, 5
(50.2)%102.4%
Free cashflow
4, 5
$(45.2)m$47.0m
Stock turn (times)4.64.6
Profitability
Gross profit margin32.2%33.6%
CODB as % of sales32.2%32.6%
Operating profit margin0.0%1.0%
29
1.Return on Equity is calculated as Net Profit from Continuing Operations After Tax / average Shareholder Equity.
2.Return on Net Operating Assets is calculated as Net Operating Profit After Tax (excluding interest) / average Net
Operating Assets.
3.Cash conversion is calculated as Operating cash flow / EBITDA on a pre-IFRS16 basis.
4.Free cash flow is calculated as Operating cash flow less capital expenditure and lease principal payments.
5.Adjusting for the net cash outflows in the 53rd week, cash conversion ratio would have been approximately 80%
and free cash flow would have been approximately $38 million.
30
Disclaimer
This presentation may contain forward looking statements and
projections. There can be no certainty of the outcome and
projections involve known and unknown risks, uncertainties,
assumptions and other important factors that could cause the actual
outcomes to be materially different from the events or results
expressed or implied by such statements and projections.
While all reasonable care has been taken in the preparation of this
presentation, The Warehouse Group Limited does not make any
representation, assurance or guarantees as to the accuracy or
completeness of any information in this presentation. The forward-
looking statements and projections in this report reflect views held at
the date of this presentation.
Except as required by applicable law or any applicable Listing Rules,
the Relevant Persons disclaim any obligation or undertaking to
update any information in this presentation.
A number of non-GAAP financial measures are used in this
presentation. You should not consider any of these in isolation from,
or as a substitute for, the information provided in the financial
statements for the 53 weeks ending 3 August 2025, which are
available at www.thewarehousegroup.co.nz.
This presentation does not constitute investment advice, or an
inducement, recommendation or offer to buy or sell any securities in
The Warehouse Group Limited.
30
---
2025
ANNUAL REPORT
Dean Hamilton
Audit and Risk Committee Chair
1 October 2025
Dame Joan Withers
Board Chair
1 October 2025
2025
TABLE OF CONTENTS
The Warehouse Group Board and Executive Leadership Team
are pleased to present our FY25 Integrated Annual Report
2025 at a Glance 4
Chair’s Report 6
CEO’s Report 8
Financial Review 10
Our Purpose, Ambition and Values 15
Integrated Report 16
Risk Management 18
Our Store and Distribution Network 20
Our Brands 24
Our Customers 30
Financial Statements 34
Notes to the Financial Statements 40
Independent Auditor’s Report 56
Governance Report 62
Statutory Disclosures 78
Directory 83
3
of senior leaders
are female
45.2%
GENDER
EQUALITY
2025
AT A GLANCE
OF OUR
ELECTRICITY
matched with electricity
produced by Lodestone
Energy's solar farms
STORES & SITES
POWERED
BY SOLAR
MORE THAN
150
63
%
66%
private-label sales
with sustainable
packaging
(FY24: 55%)
of operational waste from landfill
79%
Diverted
SUSTAINABILITY
SCOPE 1 & 2 EMISSIONS
(Market-based)
compared to FY23 base year and
decreased 23% compared to FY24
(FY24: 78%)
FINANCIAL
PERFORMANCE
Operating Profit
(FY24: $28.9m)
$
1.3m
$
(2.8)m
Reported
Net Loss After Tax
(FY24: $(54.2)m)
Group sales
(up 1.6% compared to FY24)
(flat on a 52-week same store sales basis¹)
$
3.1b
45%
2. eNPS score in FY25 and FY24 excludes DC team members as these were
not surveyed in FY25, so have been excluded in both years. FY24 reported
eNPS was 19.6 including all team members.
32.2%
Group gross
profit margin
(FY24: 33.6%)
eNPS
36.0pts
(FY24: 18.2pts)²
(FY24: 46.9%)
Gender pay
equity
100%
(FY24: 100%)
Group in-store NPS
down 3.7pts from FY24
76.0pts
CUSTOMER AND
COMMUNITY
raised for NZ
charities and
communities
in FY25
$
2.4m
Group online sales
(6.7% of total sales)
$207.6m
1. FY25 comprised of 53 weeks compared to 52 weeks in FY24. 52-week same store sales removes the 53rd week of FY25, excludes online sales and excludes the impact of
opening and closing of stores during the reported and comparable year, to enable 52-week sales comparison.
At a glanceThe Warehouse Group Annual Report 202545
FY25 has been another very
difficult year for the company and
while some meaningful progress
has been made, there is still much
work to do. Economic conditions
remain challenging and consumer
confidence subdued, however, the
Group continues to take decisive
action in deploying the brand-
led strategy we outlined last year
and responding to the issues we
are facing with discipline and
determination.
We’re seeing signs of improvement
with foot traffic conversion, units sold
increasing and better cost management
across all three brands, however, gross
profit margin degradation, particularly
in The Warehouse, underscores the
challenges of a weak and highly
competitive market. The Board remains
firmly committed to supporting the work
needed to restore performance and
deliver long-term value for shareholders.
Under Interim CEO John Journee’s
leadership, we made important changes,
including removing Agile and reshaping
the organisational structure and the
operating model to better support our
core brands. This is starting to make a
significant impact, particularly in The
Warehouse, in improving product, range
and value. These were necessary steps
to stabilise the business and begin the
turnaround.
John stepped into the role at a difficult
time and brought clarity, pace and
a renewed focus on execution. His
commitment to implementing much
needed change has been relentless,
and I am delighted to be succeeded
"The Board remains firmly committed to
supporting the work needed to restore
performance and deliver long-term
value for shareholders."
CHAIR’S REPORT
DAME JOAN WITHERS
on our inaugural Climate-Related
Disclosure Report last year. This report
discusses all things Environmental,
Social and Sustainability, including
our people and our communities, as
well as our 2025 Climate-Related
Disclosures, and we welcome you
to refer to this report online at www.
thewarehousegroup.co.nz/sustainability
As I prepare to step down as Chair,
I reflect on the significant change
we have faced during my tenure. We
have enjoyed periods where we have
delivered significant growth and record
results, but we have also experienced
substantial challenges. It has been an
extremely difficult last few years and I
am deeply saddened that shareholders
have been profoundly impacted, and
the Board have elected not to declare a
dividend for FY25.
I am however proud of the resilience this
company has shown. The Warehouse
Group remains an iconic New Zealand
business, and while we are not yet
where we want to be, we are well on
the journey. I leave confident in the
leadership, the direction, and the
determination of our people.
My very sincere thanks to my fellow
directors and all The Warehouse
Group team members, who have been
remarkable in the resilience they have
shown and the support they have
provided in my nine years as Chair.
Ngā mihi,
by John as Chair. His appointment,
effective after this year’s Annual
Shareholders’ Meeting on 28 November
2025, ensures strong continuity of
leadership as the Group enters its next
phase of growth.
The appointment of Mark Stirton as
Group Chief Executive Officer marks
a pivotal moment for the business.
Mark stepped into the role on 1 August
and is already leading with intent
and accelerating progress, including
bringing disciplined control to operating
costs and capital expenditure, and focus
on the retail fundamentals required to
turn the business around.
The Board undertook a comprehensive
global search and was unanimous in its
view that Mark, who at that stage had
spent over a year as our Group CFO, is
the right choice to take the company
forward. His decade at Mr Price Group,
one of South Africa’s largest retailers,
including as their Group Chief Financial
Officer, along with his Chartered
Accountancy qualifications and MBA
in business transformation, give him
the commercial strength and strategic
insight needed to lead our next phase
and deliver value to our shareholders.
I wish to acknowledge the retirement
of Tony Balfour from the Board in
November 2024 after 12 years of
exceptional service. On behalf of the
Board, I thank Tony for his contribution
and commitment to our team and our
purpose. The Board will continue its
assessment of skill requirements to
inform our ongoing succession planning.
This year we are also pleased to release
our 2025 Sustainability Report, building
Dame Joan Withers – Chair
The Warehouse Group Annual Report 202567Chair's Report
Operating Profit
(FY24: $28.9m)
significant pressure, particularly in
The Warehouse, and this decline
ultimately resulted in an operating
profit well below where it should be.
Group sales were up 1.6% year on year
– the FY25 financial year includes 53
weeks compared to 52 weeks in FY24.
On a 52-week like-for-like same store
sales basis, Group sales were flat.
Group gross profit margin decreased
from 33.6% to 32.2% as we reset our
everyday low prices and reduced
prices to meet the market in a highly
promotional environment. Gross
profit margin particularly came under
pressure in The Warehouse, with
category mix leaning towards higher
sales in lower-margin categories,
and lower inventory sell-through,
particularly in apparel, resulting in
increased clearance activity during
the year.
The flat sales and decline in gross
profit resulted in Operating Profit
decline to $1.3 million, compared to
$28.9 million in FY24.
Cost of Doing Business held flat in
dollar value, even with 53 weeks, and
decreased to 32.2% of sales. We are
controlling what we can on costs.
While store rents, wages and utilities
have increased above inflation,
we’ve reduced head office costs by
7.8%, and tightly managed capital
expenditure to $12.4 million, down
from $39.0 million last year.
We are focused on improving financial
performance and total shareholder
return through better sourcing,
category management, disciplined
stock management, cost control and
capital management, whilst investing
only in areas that drive margin and
growth over the long term.
Reinforced Leadership
To improve execution across the
organisation, we have made several
key appointments to the Executive
Leadership Team:
• Stefan Knight, Group Chief
Financial Officer, joined from
Spark NZ after the financial year
end in August 2025. He brings
This Annual Report marks my first
as Group CEO of The Warehouse
Group, and the beginning of a new
chapter for our business.
While our FY25 financial results
reflect the intense economic
challenges facing New Zealand and
the operational pressures within our
organisation, this has been a year of
discipline and reset. We have laid the
groundwork to deliver long-term value
for our shareholders, customers, team
members, and communities.
Under John Journee’s leadership
as Interim CEO, we made swift and
necessary decisions to simplify our
structure, refocus on our core brands,
and stabilise performance. These actions
have built momentum across FY25,
driving improvements in product and
pricing, customer engagement, and
resulted in higher conversion, increased
units sold, and reduced costs.
Group Direction
Our purpose is to build exceptional retail
brands that customers love, our team
take pride in, and deliver sustainable
shareholder returns. We have a bold
deep expertise in finance and
performance, sharpening our
focus on cost control, margin
improvement, and operational
discipline.
• Shayne Tong, Group Chief Digital
and Transformation Officer, joined
from Foodstuffs South Island, also
in August 2025. He will lead our
digital transformation and systems
modernisation.
• We also welcomed two strong
internal leaders: Carrie Fairley
as Chief Merchandise Officer –
The Warehouse and Warehouse
Stationery (Acting) and Silv
Roest as Group Chief Legal and
Corporate Affairs Officer.
During FY25, we farewelled Anna
Shipley, Chief Corporate Affairs Officer,
and Tania Benyon, Executive GM –
Merchandise. We thank them for their
contributions.
Our Team
I’m proud of our team. They’ve fought
hard for our customers and adapted
to significant change over the past
year. What stands out most is the
cultural momentum building across
the organisation. From stores and
distribution centres to our leadership
group, there’s a renewed sense of
purpose and pride. Our over 10,000
strong team members are better
aligned, executing faster, collaborating
more deeply, and delivering better
products and pricing for our customers.
Looking Ahead
New Zealand’s economic recovery
remains uncertain, and consumer
spending continues to be affected.
Despite these headwinds, we are
focused on the things that we can
control, and making solid progress
tightening financial discipline,
streamlining operations, and executing
with greater speed and clarity.
The year ahead will be defined by
disciplined delivery and improving
financial performance.
To our shareholders, thank you for your
support and patience. To our teams,
thank you for your resilience and
commitment. And to our customers,
thank you for continuing to choose us.
Our momentum is building. Together, we
are not just turning around performance
– we are reigniting our place as New
Zealand’s most loved retailer.
Ngā mihi,
Mark Stirton
Group Chief Executive Officer
teams. I’ve pushed our brands to show up
strongly over our most important trading
period and begun shaping a longer-term
strategy to be shared later in FY26. These
early actions are about building momentum
and ensuring we move at speed into FY26.
CEO Priorities
As CEO, my attention is focused on three
key areas that will define our success:
• Brand: Building brand love and
value
• Culture: Creating engaged teams
with a high-performance mindset
• Performance: Delivering sustained
growth in revenue, profit, and
shareholder value
Operational excellence will be critical,
including driving cost efficiencies,
embedding disciplined capital
investment, and ensuring measurable
returns.
Financial Performance
We delivered steady top line sales in a
very tough economic environment and
have made progress controlling our
costs. Gross profit margins came under
“Our purpose is to build exceptional
retail brands that customers love,
our team take pride in, and deliver
sustainable shareholder returns.
Our strategy will be anchored in
restoring profitability and positioning
the business for sustainable growth.”
CEO'S REPORT
$
1.3m
Group gross profit
margin
(FY24: 33.6%)
32.2
%
Group sales
(up 1.6% compared to FY24)
$
3.1b
(flat sales on a 52-week same store sales basis compared to FY24)
ambition to be a highly desired retail
stock, and our strategy will be anchored
in restoring profitability and positioning
the business for sustainable growth.
The role of the Group is to strengthen
and grow our three New Zealand retail
brands, enabling each to lead in its
market while leveraging shared services,
platforms, and capital efficiencies.
Our values: Think Customer, Do Good,
Own It – continue to guide our culture
and decision-making. We are driving
clarity and alignment across the
organisation, strengthening leadership
capability, and embedding a culture of
high performance. Initiatives to improve
strategic and operational execution are
already under way.
First Steps as CEO
Since stepping into the CEO role in
August, I’ve focused on setting the
playing field. In my first two months, I’ve
aligned the organisation around clear
goals and performance expectations,
appointed an experienced leadership
team to improve execution, and spent
time in stores, distribution centres, and
sourcing offices to hear directly from our
MARK STIRTON
The Warehouse Group Annual Report 202589CEO's Report
Introduction
The 2025 financial year was another
tough year for the New Zealand
economy and retail sector, with
an economic slowdown, subdued
consumer and business confidence,
and continued elevated cost of living
all contributing to lower consumer and
business spending.
The year of uncertainty has impacted
many retailers throughout New
Zealand, and The Warehouse Group
of brands is no exception. Sales are
steady and margins are under pressure
as retailers fight for every consumer
dollar spent. We do not expect a
material shift in the New Zealand
economic outlook, and customer and
business confidence, until the end of
calendar year 2025.
We are righting the ship and focusing
on what we can control – we are
investing in better products and
prices for our customers, and we have
structured the business around what
we need to be – a low-cost retailer.
This means lower operating costs
and disciplined capital expenditure
so we can continue to pass on lower
everyday prices to our customers.
Financial Performance
FY25 was a 53-week financial year
ending Sunday 3 August 2025,
compared to 52 weeks in FY24. Where
appropriate, revenue analysis compares
FINANCIAL
REVIEW
FY25 on a 52-week same store sales
basis with FY24 (removing the final
53rd week of FY25, excluding online
and excluding the impact of opening
and closing of stores in each period).
All other financial commentary is
unadjusted and compares 53 weeks in
FY25 with 52 weeks in FY24.
Revenue
Group revenue for the year was $3.1
billion, delivering sales growth of
1.6% on a reported year and flat sales
growth on a 52-week same store sales
basis1 compared to FY24.
Overall, the year was a story of two
halves – with a challenging retail
environment in the first half of the
financial year, resulting in Group sales
decline of 1.6% compared to FY24
H1. However, this rebounded in the
second half with Group sales growth
of 1.6% for 26 weeks compared to
FY24 H2 – driven by strong second
half growth in The Warehouse and
Noel Leeming who both reported 26-
week sales growth of 2.0% in FY25 H2
compared to FY24 H2.
Entering the financial year, we knew
our own product offering and
pricing was not meeting customers’
expectations. We reset our everyday
to 32.0% in FY25 H2. Full year gross
profit decreased from $1,020.9 million
in FY24 to $995.1 million in FY25, with
margin down 140 basis points to 32.2%
in FY25.
The impact on Group gross profit, has
been driven by two main factors.
Firstly, at a Group level the sales growth
in lower margin brand Noel Leeming
combined with the sales decline in
our higher margin brand Warehouse
Stationery has contributed to a lower
overall Group gross profit margin.
Secondly, at a brand level, margin has
been impacted by our strategic reset
of everyday low prices, combined
with higher sales in lower margin
categories. The Warehouse saw sales
growth in Fast Moving Consumer
Goods (FMCG), while home and
apparel sales declined. In Noel
Leeming, customers continue to make
very considered purchases in higher
ticket items such as whiteware and
televisions, while categories such
as small appliances experienced
sales growth in the year. Customers
experiencing cost of living
challenges and lower propensity to
spend, combined with a late winter
in 2025, have resulted in longer
sell-through and higher clearance
activity to clear excess inventory,
impacting margins.
Brand Performance
A strength for the Group remains
our store footprint and prominent
locations throughout New Zealand.
Customers are undertaking more
purposeful shopping missions –
resulting in relatively flat store foot
traffic, however we have seen growth
in conversion and propensity to buy
when they are in store across all
our brands.
The Warehouse foot traffic was up
0.3%, Warehouse Stationery stand-
alone stores experienced a decline
in foot traffic of 1.8% and Noel
Leeming was down 0.9%. However,
pleasingly, foot traffic conversion
was up against the prior year across
all brands, with The Warehouse up
2.5%, Warehouse Stationery up 5.8%
and Noel Leeming up 3.7%.
low prices and have been bringing
in more on trend product which
our customers are looking for. Our
turnaround plan began to deliver
results in FY25 Q3.
Group weighted average selling price
(ASP) decreased 4.4% in FY25, due
to resetting our everyday low prices
combined with increased clearance
and promotional activity. This, along
with our refreshed product ranges
across key categories, resulted in the
number of units sold increasing 4.6%
across the Group.
The Group’s sales density increased
2.1% on a total sales revenue per
square metre basis, demonstrating
positive productivity of space
utilisation.
Gross Profit Margin
Our intentional pricing reset strategy
in The Warehouse, the highly
competitive and promotional retail
environment, category mix, combined
with lower winter inventory sell-
through and subsequent clearance
activity, has significantly impacted
margins this financial year.
Group gross profit margin decreased
considerably in the first half from
34.3% in FY24 H1 to 32.5% in FY25
H1, a decline of 180 basis points,
while the gross profit margin decline
decreased in the second half down
80 basis points, from 32.8% in FY24 H2
Group sales ($million)
Continuing sales
Gross Profit Margin
3,236.9
3,037.6
3,086.7
FY23
33.6%33.6%32.2%
FY24FY25
Up
1.6%
vs FY24
REVENUE
(up 1.6% on FY24)
(flat sales on a 52-week
same store sales
basis compared to FY24¹)
$
3.1b
The Warehouse
The Warehouse sales for the year
were $1,816.5 million (53 weeks), with
sales growth of 1.4% on a reported
year and sales growth of 1.2% on
a 52-week same store sales basis
compared to FY24.
Sales growth significantly improved in
the second half. While sales declined
2.2% in the first half, sales delivered
growth of 2.0% in the second half on
a comparable 26-week period. Our
transformation to brand-led strategies,
a focus on core retail functions,
and the move from Agile to a Retail
operating model have all started to
deliver results in the second half. Our
new, invigorated, on-trend products
and our reset of everyday low prices
are resonating well with customers
and meeting their expectations – and
we are slowly starting to see results.
While sales are stable, margins remain
extremely challenged – a result
of our own pricing reset strategy,
category mix with sales growth in
grocery and sales declines in apparel
and home, and slower inventory sell-
¹ 52-week same store sales removes the 53rd week of FY25,
excludes online and excludes the impact of opening and
closing of stores during the reported and comparable year, to
enable 52-week sales comparison.
The Warehouse Group Annual Report 20251011Financial Review
²
Operating Profit (EBIT pre-IFRS16) excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure.
³ Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. A reconciliation between
Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the 53 weeks ending 3 August 2025.
⁴
Cash conversion is calculated as Operating cash flow / EBITDA on a pre-IFRS16 basis.
⁵ Free cash flow is calculated as Operating cash flow less lease payments and capital expenditure.
Financial Review
GROUP GROSS
PROFIT MARGIN
32.2%
O P E R ATI N G
PROFIT
(FY24: $28.9m)
NET DEBT
(FY24: $50.7m)
(FY24: 33.6%)
$1.3
m
$
96.1
m
TOTAL CAPITAL
PROJECTS SPEND
Core systems
Property
Other information systems
Store development
Store operations
Digital & supply chain
FY25: $21.0m
(FY24: $73.4m)
through requiring higher clearance
activity. Gross profit margin was down
180bps in FY25 to 35.7%.
Our online channel has stabilised at
4.6% of The Warehouse sales. Online
visits were up on last year and are key
to driving store traffic, and through
our customers' insights we know that
70% of our customers in store have
researched product online before
coming into store.
Despite growth in sales, and cost
of doing business being tightly
controlled, the significantly
constrained gross profit margins have
resulted in The Warehouse reporting
an Operating Loss of $12.2 million in
FY25, compared to Operating Profit of
$17.7 million in FY24.
Warehouse Stationery
Warehouse Stationery sales for the
year was $226.0 million (53 weeks),
with sales decline of 2.5% on a
reported year and sales decline of
3.2% on a 52-week same store sales
basis compared to FY24.
Warehouse Stationery Print & Copy
Centre products and service continue
to be our highest growth categories,
up 7.2% in FY25, at strong margins,
while the brand saw customers
decrease spending in other
categories including Office Furniture
and Technology equipment.
New Zealand small-medium
businesses are still finding it tough,
and we have a role to play as the
office stationery and equipment
provider of choice for our business
customers.
Back to school stationery is
another key target market for
Warehouse Stationery and we are
making fundamental progress in
onboarding more schools to provide
them with the best quality and best
value student stationery and school
supplies.
Warehouse Stationery reported
Operating Profit of $8.2 million,
compared to Operating Profit of $12.9
million in FY24.
Noel Leeming
Noel Leeming has recovered sales
momentum after a decline in FY24,
with revenue for the FY25 year at
$1,038.1 million, delivering sales growth
of 3.3% on a reported 53-week year,
and sales growth of 1.4% on a 52-week
comparable period. Noel Leeming
Commercial experienced significant
growth in the year, up 40% on prior
year. 52-week same store sales,
excluding commerical, which are not
transacted in store, declined 1.6%
compared to FY24.
Noel Leeming sales were impacted
by customers¹ reduced discretionary
income spending on high ticket
items, combined with higher
promotional and markdown activity
as competitors chased market share.
With near flat sales growth of 0.8%
in FY25 H1, Noel Leeming sales
rebounded in the second half as
customer sentiment improved to
deliver sales growth of 2.0% in the
second half on a comparable 26-
week period driven by exceptional
growth in Noel Leeming Commercial,
but offset by declines in other
big ticket consumer categories,
particularly television.
Gross profit margin held up well
at 21.6% in the face of increased
competition in a constrained market.
Online sales increased slightly to
10.5%, driven by our competitive
1-hour click and collect delivery
fulfilment and customer tech service
offering.
Noel Leeming reported Operating
Profit of $11.7 million, compared
to Operating Profit of $17.3 million
in FY24.
Group Operating Profit
Operating Profit² (EBIT pre-IFRS16)
from continuing operations was
disappointing at $1.3 million,
compared to $28.9 million in FY24.
While sales were positive, the
decrease of 140 basis points
in Group gross profit margin
significantly impacted operating
profit, particularly through the
decline in margins in The Warehouse
and Warehouse Stationery as
mentioned above.
Group Cost of Doing Business
(CODB) increased 0.2% to $993.8
million, primarily due to the 53rd
week in FY25, and CODB pleasingly
decreased 40bps as a percentage
of sales from 32.6% in FY24 to 32.2%
in FY25. We said last year that cost
control would be a huge focus
going forward and we have seen
some improvement in FY25. While
not enough to counter the decline
in margins, we are heading in the
right direction towards our target of
bringing CODB down to below 31%
of sales.
Employee expenses increased 2.8%
in line with inflation and wage rates,
redundancies paid, and an extra
reporting week, offset by a reduction
in employee head count year on year.
Depreciation and amortisation
decreased 7.4% and will continue to
slow as recent investment in large
capital projects roll off.
Other Expenses decreased 3.9%
due to a reduction in SaaS opex
reflecting reduced project spend
and increased other income from
supplier rebates, offset by increased
customer payment commission costs
and technology running costs as
core systems come online.
We are controlling our central
operating costs, with SSO costs
(including employee expenses and
other expenses) decreasing 7.8%
in FY25.
Net Profit
Adjusted Net Profit After Tax (NPAT)³
was a net loss of $4.5 million,
compared to a net profit of $18.9
million in FY24.
Cash Flow
Operating cash flows were $72.3
million for the 53 weeks ending
3 August 2025, down $113.6 million
from $185.9 million in the prior year.
Trading EBITDA from continuing
operations was $197.0 million,
compared to $226.4 million in FY24.
Working Capital increased $81.1
million from FY24, primarily due to
the timing of year end cash flows
in the 53rd week, including month
end supplier payments, which
significantly reduced the balance of
trade payables at year end.
Interest paid during the year was
$43.8 million, compared to $44.1
million in FY24, comprising interest
on bank debt and lease liabilities.
Lease principal payments were
$104.9 million in FY25 compared to
$99.5 million in FY24.
Capital expenditure was curtailed
in FY25 to $12.4 million out of total
project spend of $21.0 million,
compared to $39.0 million capital
expenditure out of project spend of
$73.4 million in FY24.
Due to the timing discussed above,
cash conversion ratio⁴ was (50.5%)
(FY24: 102.4%) and free cash flow⁵
was $(45.2) million (FY24: $47.0
million). Adjusting for the net cash
outflows in the 53rd week, cash
conversion ratio would have been
approximately 80% and free cash
flow would have been approximately
$38 million.
Balance Sheet and
Funding
The above cash flows, particularly the
movement in working capital, resulted
in net debt of $96.1 million compared
to $50.7 million at FY24 year-end.
Due to the timing of year end, and net
cash flows in the 53rd week including
month end supplier payments, if
year end had been at the same time
as FY24, net debt would have been
approximately $13.0 million.
The Group continues to have good
access to funding and has met
all its debt covenant obligations
throughout the period.
27.1%
35.3%
5.6%
14.4%
14.6%
3.0%
The Warehouse Group Annual Report 20251213
OUR PURPOSE
OUR GROUP DIRECTION
AMBITION
VALU E S
To build exceptional retail brands
that customers love, our team take pride in,
and deliver sustainable shareholder returns
Be a highly desired retail stock
Think Customer • Do Good • Own It
The Warehouse Group will strengthen and grow its three
New Zealand retail brands, enabling each to lead in
its market while leveraging shared services, platforms,
and capital efficiencies.
The Warehouse Group Annual Report 20251415
Welcome to The Warehouse Group’s 2025
Integrated Annual Report. Our Integrated
Report is designed to report on how our
resources contribute through our retail
value creation model to deliver our purpose
to build exceptional retail brands. These
are demonstrated through our six capitals –
Financial Capital, Our Store and Distribution
Network, Our Brand and Customers,
Human Capital, Social and Relationship
Capital and Our Environment – to support
the long-term sustainable value for all our
stakeholders, including:
• Our customers
• Our team members
• Our suppliers
• Our communities
• Our shareholders
INTEGRATED
REPORT
FINANCIAL CAPITAL
NZX listing, shareholders’ equity,
available facilities.
Ensure financial resilience, free cashflow and
available liquidity to implement strategy and
provide a sustainable return to shareholders.
OUR STORE AND
DISTRIBUTION NETWORK
216 stores, 2 distribution centres, and 3
international sourcing offices.
Ensure we have the right products, at
the right price, in the right place, at the
right time for our customers.
OUR BRAND AND
CUSTOMERS
3 brands, private label brands,
and digital platforms
Build a world-class customer
retail experience, enabled by our
portfolio of brands.
HUMAN CAPITAL
10,000 team members
Foster connection, inclusion & impact;
empower all team members to thrive; and
ensure everyone gets home safe at the
end of the day.
SOCIAL AND RELATIONSHIP
CAPITAL
Our communities and suppliers
Support the communities in which we
serve and ensure the basic human
and labour rights of workers in our
supply chain are respected.
OUR ENVIRONMENT
The energy we use and products we sell.
Improve the sustainability of our products; provide
solutions to reduce post-consumer waste; and
improve the sustainable performance of our
operations.
C
u
s
t
o
m
e
r
s
,
T
e
a
m
M
e
m
b
e
r
s
,
S
u
p
p
l
i
e
r
s
C
o
m
m
u
n
i
t
i
e
s
,
S
h
a
r
e
h
o
l
d
e
r
s
INPUTSRETAIL VALUE CREATION
OUR STORE AND
DISTRIBUTION
NETWORK
SOCIAL AND
RELATIONSHIP
CAPITAL
HUMAN
CAPITAL
OUR BRAND AND
CUSTOMERS
OUR
ENVIRONMENT
$72.3M
Operating
cashflow
(FY24: $185.9m)
1.7M
Foot traffic
People through
our stores each
week
$2.4M
Raised for NZ
charities and
communities
76.0
NPS
(FY24: 79.7)
66%
Private label
sales with
sustainable
packaging
(FY24: 55%)
36.0pts
eNPS
(FY24: 18.2)
$353.9M
Available liquidity
(FY24: $419.3m)
23.1%
Aged inventory
(FY24: 19.9%)
6.7%
Online sales
(FY24: 7.1%)
45%
Scope 1 & 2
emissions decrease
compared to FY23 base year
100%
Gender pay equity
(FY24: 100%)
30.2
TRIFR
(FY24: 23.0)
$197.0 M
Trading EBITDA
(FY24: $226.4m)
4.6x
Stock turn
(FY24: 4.6x)
489
Supplier ethical
assessments
27
Number of
private label
brands
79%
Operational
waste to landfill
(FY24: 78%)
45.2%
Women in senior
leadership roles
(FY24: 46.9%)
FINANCIAL
CAPITAL
TO BUILD
EXCEPTIONAL
RETAIL
BRANDS
FY25 OUTCOMES
O
u
r
S
y
s
t
e
m
s
O
u
r
C
u
l
t
u
r
e
O
u
r
B
r
a
n
d
s
O
u
r
P
r
o
c
e
s
s
e
s
Servicing Customers
– delivering the best
products and services
in store and online
Customer
understanding
– we know our
customers best
Store
development
and operations
– property
optimisation,
space and visual
merchandising
Range and
assortment build
– products the
customers want
at the right price
Transport, logistics &
distribution – getting
products to stores
and customers
efficiently
Source and
procurement – finding
great products from
a range of trusted
suppliers
Materiality
Materiality in the six capitals is
different from financial materiality
in the financial statements. It is
driven by the risk appetite settings,
and the specific outcomes and
strategies in each capital. A material
improvement in our environmental
reduction outcomes, for example,
may be different this year compared
to other years depending on the
starting position and default
trajectory of performance.
Building on an improvement may
mean we have a higher appetite for
change than if we were attempting
to arrest a declining performance.
Materiality is therefore relative to every
strategy and metric in each capital and
is used to filter what is reported and
what is not. The Integrated Report is
not the definitive or last word that the
organisation has to say on a given topic,
it is the material performance report
against those elements in the capitals
that we are trying to influence or improve.
Per million hours worked
READ MORE
HERE
ANNUAL
REPORT
page 10-13
SUSTAINABILITY
REPORT
page 14-16
SUSTAINABILITY
REPORT
page 18-23
SUSTAINABILITY
REPORT
page 9-11
ANNUAL
REPORT
page 20-23
ANNUAL
REPORT
page 24-33
The Warehouse Group Annual Report 20251617Integrated Report
RISK
MANAGEMENT
The Warehouse Group Annual Report 20251819
The Group’s risk management
framework has been designed to
identify, assess, control, and monitor its
key risks. The identification and ongoing
management of these key risks assists
the business in achieving its objectives
and goals.
The Group recognises four main
categories of risk:
• Strategic risk – the consequence
of an event occurring which will
damage the Group’s business
model, undermining its value
proposition which attracts
customers and generates revenue.
• Financial risk – referring to the
Group’s ability to manage its debt
and financial obligations and
includes credit, liquidity, market,
and capital project risk.
• Operational risk – summarising
the risks the Group undertakes
when it operates within the retail
environment which includes
people, health and safety, legal,
compliance, business continuity,
data, and security.
• Business risk – risk to earnings
arising from developing consumer
trends, supply chain risk, pricing
volatility and product risk.
Risk management
framework
Our risk management framework allows
the Group to identify and manage risk,
and provides it with a mechanism to
adapt and respond to the dynamic
environment retail operates within.
Responsibility for operational
risk management sits with our
Leadership Team, assisted by
specialised risk functions and other
functional teams within the Group.
Identified risks are assessed
regularly and addressed through
tailored mitigation strategies
embedded across strategic planning,
financial management, operational
execution, and business processes.
These mitigation strategies may
include accepting certain risks where
appropriate, avoiding exposure where
possible, reducing risk through internal
controls and process improvements,
sharing risk through partnerships
or insurance, or transferring risk via
contractual arrangements. All risk
responses are designed to align with
the Group’s appetite for risk, ensuring
that risk-taking supports long-term
value creation while protecting the
interests of shareholders and other
stakeholders.
Rapid change and increased
technological innovation within the
retail sector provide challenges for
the Group to compete effectively. To
remain resilient in this rapidly evolving
environment, the Group promotes a
proactive and decentralised approach
to risk management. Team members at
all levels are empowered and expected
to take ownership of risk within their
areas of responsibility. This includes
adhering to Group-wide policies and
procedures, identifying emerging risks,
escalating concerns where necessary,
and implementing appropriate
mitigations.
Key enterprise risks
In the fourth quarter of FY25, the Group
undertook a Dynamic Risk Assessment
of its key enterprise risks. In addition to
evaluating risks likelihoods and impacts,
Dynamic Risk Assessment considers
both the interconnectedness and
velocity of risks to better understand
their contagion consequences.
Risk Management
RISKDESCRIPTIONCATEGORY
INFLUENCE ON
OTHER RISKS
CUMULATIVE
EFFECT FROM
OTHER RISKS
Leadership
The Group may not
consistently provide
clear strategic direction,
or foster a culture of
empowerment and trust.
Strategic Very highMedium
Merchandising
and product mix
Insufficient responsiveness
to evolving category trends
and adjacent income
opportunities.
Business HighVery High
Profit margins
and costs
Trading margins may
become unsustainable.
Misalignment between
operating costs and
trading conditions.
Financial Medium – HighVery High
Business and
brand proposition
Unclear positioning of
the Group and its brands,
or lack of distinct value
propositions.
Strategic HighMedium-High
Store and
shopping
experience
Retail environments may
not consistently deliver
engaging and differentiated
customer experiences.
Business Medium-HighHigh
Agility and
responsiveness
Delayed recognition
or implementation of
necessary changes.
Operational MediumVery High
Talent capacity
and capability
Challenges attracting,
retaining, and developing
high-calibre talent,
including succession gaps
in key roles.
OperationalMedium-HighMedium-High
Culture
Misalignment or ineffective
communication around
strategic objectives and
execution.
StrategicMedium-HighMedium-High
Process and
systems
complexity
Complex or fragmented
systems and processes
may hinder operational
efficiency, collaboration,
and performance
measurement.
OperationalMediumHigh
The Group’s Dynamic Risk Assessment
has identified its:
• Most influential risks – those
enterprise risks which have the
most effect on other risks when
they occur.
• Most cumulative risks – those
enterprise risks which are most
affected by the occurrence of
other risks.
• Most expected risk
scenarios – clusters of
enterprise risks with strong
links that cause their effects
to aggregate. Clusters allow
other less influential risks to
have a greater effect.
The key influential and cumulative
risks are summarised in the above
table.
The most expected risk cluster is
comprised of Leadership, Talent
capacity and capability, and
Culture.
Health and safety is an important
operational risk for which the Group
has a very low risk appetite. It remains
a top priority, with continued focus on
the four pillars of wellbeing – physical,
mental, financial, and ways of working.
8
6
MATAMATA
BELL BLOCK
NP CENTRAL
TAURANGA
MT MAUNGANUI
FRASER COVE
THE CROSSING
PAPAMOA
CAMBRIDGE
TE AWAMUTU
TOKOROA
TE KUITI
ROTORUA
LEVIN
PARAPARAUMU
RANGIORA
OAMARU
ALEXANDRA
DUNEDIN
ASHBURTON
BLENHEIM
KAITĀIA
KAIKOHE
DARGAVILLE
WAIPAPA
KERIKERI
WHANGĀREI
WHAKATĀNE
WARKWORTH
GISBORNE
TAUPŌ
HASTINGS
MASTERTON
DANNEVIRKE
UPPER HUTT
INVERCARGILL
GORE
BALCLUTHA
TIMARU
QUEENSTOWN
WĀNAKA
NAPIER
HAWERA
PALMERSTON NORTH
WHANGANUI
FEILDING
NELSON
RICHMOND
GREYMOUTH
MOTUEKA
WHITIANGA
THAMES
MORRINSVILLE
CHRISTCHURCH
14
WELLINGTON
13
AUCKLAND
54
HAMILTON
12
MAP KEY
The Warehouse Store
Warehouse Stationery Store
SWAS Store
Noel Leeming Store
ONLINE STORES
Warehouse Stationery
Noel Leeming
The Warehouse
PHYSICAL STORES
84
66
66
216 STORES
The Warehouse Stores
Warehouse Stationery Stores
including 42 SWAS
(store-within-a-store)
Noel Leeming Stores
OUR STORE
AND DISTRIBUTION
NETWORK
The Warehouse Group owns and
operates three iconic New Zealand
retail brands: The Warehouse,
Warehouse Stationery and Noel
Leeming. Together, they offer a wide
range of products and services, from
homeware, apparel, toys and grocery,
to stationery, office supplies, and
electronics.
The Warehouse, founded by Sir
Stephen Tindall in 1982, has one of
the most extensive retail footprints
in the country, with 84 stores serving
85% of New Zealanders within a
20-minute drive. Each week, 1.7
million people walk through our
doors. The Warehouse is New
Zealand’s leading everyday low-price
general retailer.
Warehouse Stationery has been
serving New Zealanders for over
30 years and now operates 66 stores,
including 24 stand alone stores
and 42 store-within-a-store (SWAS)
locations. It supports small and
medium-sized businesses across
Aotearoa and is a key provider of
school supplies, printing services
and creative materials.
Noel Leeming is New Zealand’s
leading electronics and appliance
retailer, with 66 stores nationwide. It
offers a wide range of products from
top brands, backed by expert advice
and services to help customers get
the most out of their technology.
Store Development
Our store strategy focuses on
having the right stores, in the right
locations, with the right footprint to
meet customer needs. Our property
and store development teams use
population and demographic data
to guide new store decisions and
regularly review performance across
the network.
In FY25, all three brands saw some
consolidation as we continued to
optimise our store network.
We closed The Warehouse
Pakuranga store due to major
infrastructure works around the
shopping centre and Auckland
Transport’s Eastern Busway project.
We also closed The Warehouse Tory
Street store in Wellington after the
landlord declined to renew the lease.
We relocated the Noel Leeming
Blenheim store from the central
business district to the growing
Westwood retail centre, offering
a larger range of technology,
appliances and display kitchens from
brands including Westinghouse,
Haier, Fisher & Paykel and Samsung.
At Sylvia Park, we transitioned the
stand alone Warehouse Stationery
store into a SWAS format within
The Warehouse store next door.
This move has worked well, with
no negative impact on sales or
customer experience.
We will continue to develop our
store network in commercially viable
locations.
In the year ahead, Noel Leeming
Palmerston North will relocate to
Featherston Street, with a refreshed
layout and premium aesthetic. In
October 2025, we will open a new
stand alone Warehouse Stationery
store in Wellington.
Getting goods to store and
customers when and where
they need to be
China, India, and Bangladesh
The largest retail group
footprint in NZ
STORES ACROSS NZDISTRIBUTION CENTRESINTERNATIONAL
SOURCING OFFICES
21623
Distribution Centres
The reliability and efficiency of our
supply chain is essential to keeping
products moving from suppliers to
stores and into customers’ hands.
We are actively shifting more
containers via rail, reducing road
congestion and lowering our carbon
footprint. Our sea freight partners
are adopting low-emission fuels and
green shipping corridors, while our rail
strategy ensures that the majority of
containers are moved by rail into our
distribution centres.
In FY25, we went live with RELEX
software across our business, our
new forecasting and replenishment
software. RELEX uses AI-driven
demand planning to improve forecast
accuracy, reduce stock-outs and
inventory costs, and increase
product availability. It helps balance
availability with cost, streamline
operations and improve customer
satisfaction.
With the majority of local supplier
purchases now processed via
Electronic Data Interchange (EDI),
we have significantly reduced manual
effort and accelerated procurement
cycles. Combined with RELEX’s
automation, we are seeing smarter
replenishment decisions, improved
stock accuracy and better product
availability across our network.
While these improvements are
delivering clear benefits, we know
there is much more to do. Work is
under way to simplify our technology
stack, remove legacy systems and
unlock greater value from our existing
technology investments. These efforts
The Warehouse Group Annual Report 20252021Our Stores
are focused on improving efficiency,
reducing complexity and ensuring
our infrastructure can better support
the needs of our customers and
teams into the future.
Sourcing Offices
The Warehouse Group operates
sourcing offices in China, India and
Bangladesh to support private label
product design and production.
These teams manage relationships
with a wide network of suppliers and
play a key role in ensuring ethical
and sustainable sourcing practices.
In our Shanghai office we have 118
team members, managing 62% of
The Warehouse’s sourced products,
in our Delhi office we have 11 team
members, managing 1.8% of sourced
products, and the Dhaka office has
12 team members, managing 5.8% of
sourced products.
These offices provide greater control
over our supply chain and help
ensure fair labour and environmental
standards in partner factories. Their
work is central to our strategy for
private label growth and responsible
sourcing.
The Warehouse Group Annual Report 20252223Our Stores
For more than 40 years, The
Warehouse has been part of
everyday life in New Zealand.
FY25 was a year of continued
economic pressure for many
households, but our focus on
relevance, affordability and
experience helped us stay
connected to our customers.
Reported sales were $1,816.5
million, up 1.4%, while 52-week
same store sales increased 1.2%, a
positive result in a challenging retail
environment and a reflection of our
continued focus on delivering value.
The Warehouse sales momentum
is showing signs of improvement,
with store traffic growth of 0.3%,
conversion up 2.5%, and our focus on
everyday low prices bringing value
to customers resulting in average
basket sizes down 1.6%.
Gross profit margin remains under
pressure, declining by 180 basis
points in FY25. The strategic
decision to reset everyday low
prices, combined with a competitive
retail landscape led to increased
promotional activity across the
sector and placed further strain
on margins.
While sales delivered small growth,
and CODB held steady, the decline
in gross profit margin resulted in
a significant impact on Operating
Profit, declining from $17.7 million in
FY24 to an Operating Loss of $12.2
million in FY25.
Customers are showing a preference
for shopping in store with online
sales representing 4.6% of total sales,
down from 5.1% in FY24. However,
our website and app are a critically
important channel for inspiration,
with at least 60% of our known store
sales coming from customers that
engage with our digital channels in
the six weeks prior to purchase.
Toys had a record-breaking year at
The Warehouse, up 8.0% on last year
on a 52-week basis, and a standout
Mega Toy Sale. Apparel and footwear
sales declined 5.4%, and home and
garden was down 3.3%, on a 52-week
basis, impacted by unseasonable
weather and elevated promotional
activity. Sales growth in home was
seen in gardening and core textiles,
with momentum building across both
categories through improved product
drops, stronger marketing, and trend-
led merchandising.
Fast Moving Consumer Goods
(FMCG) (grocery food and non-food)
delivered their most profitable year
yet, with sales up 7.7% on a 52-week
basis and improved margins. Key
drivers included confectionery,
chilled and fresh, beverages,
cosmetics and health and wellbeing.
We now have 34 stores with Beauty
Zones, introducing well-loved
brands like MCoBeauty and Poppi,
a significant step forward in a fast-
growing category.
In-store experience remains a key
focus. Our in-store Net Promoter
Score (NPS) was a disappointing
73.9 in FY25, down from 80.5 in
FY24 following a change in how
we collect feedback. Work is
under way to reinvigorate our in-
store customer experience and
bring more excitement into our
stores. We trialled a new Apparel
department layout in three stores,
designed to improve navigation and
inspire customers by merchandising
by outfit rather than product type.
Early feedback has been positive,
and we’re continuing to refine the
concept.
We continued to evolve our store
footprint to reflect changing
customer needs. In FY25, we closed
our Tory Street Wellington and
Pakuranga stores, and completed a
full store-within-a-store conversion
at Sylvia Park Auckland, integrating
our Warehouse Stationery offer into
the existing The Warehouse store.
This location is now performing
strongly and delivering a more
seamless experience for customers.
We continued to support Kiwi
communities through our Red Bag
fund, raising $1.4 million for local
community groups and national
charity partners in FY25. The Warm
Fuzzies campaign was a standout
community initiative in FY25,
delivered in partnership with The
Kindness Collective. Together, our
brands raised $229,460, helping
reach 17,000 children with new
winter pyjamas and supporting
250 families with Winter Bundles that
included duvets, hot water bottles
and heaters. Customers also donated
10,089 pairs of pyjamas and blankets
in-store, making a meaningful
difference for Kiwi families.
OUR
BRANDS
“We saw steady growth in sales,
stronger customer engagement
and an uplift in conversion. Our
focus on value and experience is
starting to resonate, and while
there’s much more to do, the
progress is encouraging.”
Ian Carter, Chief Store Operations Officer –The Warehouse & Warehouse Stationery
84
Stores
(FY24: $17.7m
Operating Profit)
Operating Loss
$12.2
m
Online sales
(FY24: 5.1%)
4.6%
Sales¹
$
1.8b
(up 1.4% on FY24)
¹Sales up 1.2% on a 52-week same
store sales basis (excluding online)
FOOT TRAFFIC
0.3%
25The Warehouse Group Annual Report 202524Our Brands | The Warehouse
Warehouse Stationery now has a
strong service-led proposition for
our customers, and our in-store
Net Promoter Score (NPS) pleasingly
increased 2.8 points to 88.8 in FY25.
We continued to evolve our store
footprint. In FY25, we completed a
full SWAS conversion at Sylvia Park
Auckland, integrating our Warehouse
Stationery offer into The Warehouse
store. This location is now performing
strongly. We are also preparing to open
a new Warehouse Stationery store in
Wellington CBD in October 2025.
Warehouse Stationery proudly
supported the Be the Joy community
campaign, to help bring joy to
families at Christmas through partner
charities including the Kindness
Collective, the Salvation Army,
Variety–the Children’s Charity, and
Women’s Refuge.
For more than 30 years,
Warehouse Stationery has
helped New Zealanders
work, study, create and
connect. In FY25, we focused
on strengthening our core
offer and reconnecting
with customers, laying
the groundwork for future
growth.
Reported sales were $226.0 million,
down 2.5%, while Warehouse
Stationery 52-week same store sales
decreased 3.2%, reflecting ongoing
pressure on discretionary spending
and the need to sharpen our value
proposition. Gross margin was under
pressure in Warehouse Stationery
also, as we offered lower prices across
the range, with margin decreasing 120
basis points in FY25.
Warehouse Stationery stand-alone
store traffic softened slightly, down
1.8%, while customers took more
purposeful shopping journeys with
conversion up 5.8%, demonstrating
that our efforts to improve in-store
experience and product relevance
are beginning to resonate.
Online sales represented 7.0% of total
sales, down from 8.0% in FY24.
In FY25, we re-established a
dedicated Warehouse Stationery
team, bringing renewed focus to our
range and offer. For our business
customers, we prioritised availability
and value across everyday essentials.
BizRewards remains a valuable
channel for engaging business
customers at Warehouse Stationery.
In FY25, the number of active
BizRewards customers increased 2.8%
on last year, reflecting the continued
strength of this programme in driving
sales and loyalty. For consumers, we
expanded our art and craft ranges,
supported by our growing ‘Get New
Zealand Creating’ campaign, which
continues to gain popularity.
Print & Create was a standout
category, with sales up 7.2% last year,
on a 52-week basis, driven by our
expansion of personalised gifting
options and increasing customer
demand for digital printing. This
category reflects our commitment
to offering relevant, high-margin
services that meet evolving customer
needs. We also responded to
customer feedback by reintroducing
Reflex copy paper as a premium
alternative to our popular Warehouse
Stationery paper range.
Back to School in 2025 delivered
sharper value ranging and improved
in-store service driving stronger
school engagement and working
with 80 new schools. Customers
responded well to compelling offers,
including gaming chairs for $149 and
school items from just 50 cents.
“We’ve spent the year
strengthening our offer,
reconnecting with customers and
we are building solid foundations
for what comes next.”
Jonathan Smith, General Manager – Warehouse Stationery
OUR
BRANDS
66
Stores
(FY24: $12.9m)
Operating Profit
Sales
²
$
8.2m
$
226m
Online sales
(FY24: 8.0%)
7.0 %
(down 2.5% on FY24)
²Sales down 3.2% on a 52-week same
store sales basis (excluding online)
FOOT TRAFFIC
1.8%
(42 store within
a store stores)
The Warehouse Group Annual Report 20252627Our Brands | Warehouse Stationery
Noel Leeming is
New Zealand's leading
electronics and appliance
retailer. We offer a wide range
of products from the top
brands with expert advice and
services to help Kiwis get the
most out of technology.
Noel Leeming is New Zealand’s
destination for appliances and
consumer electronics, offering trusted
advice, leading brands and services
that support everyday life. FY25 was
a challenging year for the appliance
and consumer electronics market, with
discretionary spending under pressure
and customers more selective in their
purchases. Despite this, Noel Leeming
achieved top line revenue growth and
grew share in key categories, and is
well positioned for future growth as the
market recovers.
Noel Leeming reported revenue of
$1,038.1 million in FY25, delivering
growth of 3.3% on a 53-week reported
year, and sales growth of 1.4% on a 52-
week comparable period.
Noel Leeming Commercial sales
experienced signficant growth in
the year, up 40% on prior year. Sales
declined 1.6% on a 52-week same
store sales basis compared to FY24,
excluding commercial which are not
transacted in store.
Gross profit margin held up well,
declining only 20 basis points in FY25,
as customers prioritised value and
made more deliberate purchasing
decisions.
Total store traffic remained resilient,
declining just 0.9%, while store
conversion increased 3.7%. However,
as customers prioritised everyday
electrical essentials over big ticket
items, overall basket size decreased
4.3%.
Online sales represented 10.5% of total
sales, a small increase from 10.2% of
total sales in FY24.
Noel Leeming grew sales in key
categories, supported by a sharper
“ With customers more cautious
in their discretionary spending,
we have given trusted advice,
great value, and expert service.
Our approach drove growth in
the areas that mattered most.”
Jason Bell, Chief Executive Officer – Noel Leeming
focus on value, service, and brand
strength. Gaming delivered a stand-out
result up 21.0% on a 52-week basis, on
the back of strong PS5 and Nintendo
launches, and small appliance sales
grew 10.2% on a 52-week basis. Growth
in post-pay mobile connections
highlighted the strength of the services
business, as more customers sought
end-to-end support.
Team development remained a
priority. More than 600 team members
participated in 12 Noel Leeming
product category specific learning
academies during the year, deepening
their knowledge across computing,
whiteware, audio and smart home
categories. These academies, delivered
in partnership with suppliers, are a
key part of the brand’s commitment
to building capability and delivering
expert service.
In-store Net Promoter Score (NPS)
remained at 76.9, reflecting the expertise
and service delivered by passionate team
members.
Noel Leeming continued to invest in its
store network, opening a new location
in Blenheim at Westwood Business Park.
The upgraded store replaces the long-
standing Charles Street site and features
a modern layout with expanded ranges
in technology, appliances and whiteware,
including display kitchens and a live
demonstration island. The opening drew
strong community interest, with locals
queuing to be among the first inside.
Investment in sustainability continued,
with 168 tonnes of e-waste collected
through the TechCollect NZ
partnership, a year-on-year increase
of over 25.9% that helped divert
thousands of devices from landfill.
OUR
BRANDS
66
Stores
Online sales
(FY24: 10.2%)
10.5%
Sales³
(up 3.3% on FY24)
$
1.0b
(FY24: $17.3m)
Operating Profit
$
11.7m
³Sales down 1.6% on a 52-week same
store sales basis (excluding online
and NLG Commercial)
FOOT TRAFFIC
0.9%
The Warehouse Group Annual Report 20252829Our Brands | Noel Leeming
OUR
CUSTOMERS
In FY25, we began making changes
to how we engage with customers
across The Warehouse Group’s
three brands. Our focus has been
on improving the store experience,
evolving our marketing approach,
and growing our private label offer.
These are early steps, and we
know there is much more to
do. The Warehouse Group NPS
decreased 3.7 points to 76.0 points
in FY25. This was largely due to a
change in how the data is collected
in store, with more rigour introduced.
Feedback included difficulty finding
products and pricing in store.
As a value retailer, it’s important
we improve this experience. The
improvements we are making in
inventory management to get the
right products in the right place at
the right time, combined with better
signage and development of our
apps, which allows customers to
locate products in store, will help
customers self-serve more easily.
We are working to improve our
experience and the way we engage
with our customers. The following
highlights show how we are
beginning to connect better with
customers and lay the foundations
for stronger brand performance,
particularly at The Warehouse, our
most important brand to improve.
Switching gears in
marketing across our
brands
In FY25, we shifted our marketing
approach across The Warehouse, Noel
Leeming and Warehouse Stationery.
A key enabler of this change was our
new operating model, with each brand
now supported by its own dedicated
marketing team. This structure has
helped ensure the right focus, resource
and expertise are in place to drive
more targeted and effective activity.
We’ve used data more effectively
to reach relevant audiences, attract
new customers and support growth
in higher-margin categories. There
has been a clear shift in how we
show up in social channels, with more
personality, humour and engaging
content. Influencers and user-
generated content have played a
bigger role, helping build positive
conversation around our products
and brands.
Engagement has improved steadily
month by month from FY24, and
across all three brands we are seeing
stronger relevance and reach to our
audiences.
At The Warehouse, this shift has
contributed to improved brand
perception. We’ve regained the
number one spot in brand preference
for toys and seen positive movement
in several core categories in FY25
H2 compared to FY25 H1: Home is up
5%, Apparel up 2%, Petcare up 5%,
Party Supplies up 6% and Sport and
Outdoors up 5%. These gains reflect
the combined impact of clearer
messaging, better media investment
and a renewed focus on both brand
and performance marketing.
This is an early step in a broader effort
to build stronger brand connections
and drive commercial outcomes
through more targeted, engaging
marketing.
Store experience:
bringing the excitement
back
In FY25, The Warehouse began
making changes to bring more
excitement and inspiration into our
stores. We know our environments
had become too clinical, and we’re
taking steps to reintroduce elements
that make shopping more engaging
and fun for customers.
We now have 34 stores with Beauty
Zones. These colourful areas
showcase trending and affordable
brands like MCoBeauty, Mermade,
Poppi, Rimmel and The Crème Shop.
The zones are designed to attract
new customers and support growth in
beauty sales.
We also trialled a new apparel layout
in three stores. Instead of grouping
products by type, the new layout
presents complete outfits with
accessories and footwear, helping
customers shop by look and trend.
Early results suggest the approach is
helping customers engage more with
the range.
Our refreshed apparel, footwear and
accessory ranges are hitting the
mark with our customers – with a
5.4% increase in units sold, driven by
improved exciting ranges, customer
focused store layouts, and a 10.2%
decrease in average selling prices
within this category.
During our Mega Toy Sale, we
partnered with Universal and Mattel
to bring Jurassic Rebirth into
stores. Stores featured dinosaur
standees, floor decals, aerial displays
and themed content on screens.
Customers could win Jurassic
merchandise and movie passes, and
shop the exclusive toy range. The
activation helped drive engagement
and supported our position as the
number one toy destination.
These initiatives are early steps in
a broader effort to make our stores
more exciting and customer focused.
There’s more to do, but we’re starting
to see how small changes can make a
meaningful difference.
Connecting online and
in store: how customers
engage digitally
In FY25, The Warehouse saw strong
engagement across its digital
platforms, with 120 million online
sessions and 280,000 app downloads.
While online sales represented 4.6%
of total sales, down from 5.1% in FY24,
34
ONLINE SESSIONS
APP DOWNLOADS
IN FY25
(Up 2.1% YoY)
introduced in
STORES
THE WAREHOUSE
BEAUTY
ZONES
120m
280,000
ONLINE SESSIONS
APP DOWNLOADS
IN FY25
NOEL LEEMING
38m
47,800
No.1
THE WAREHOUSE
Brand preference in TOYS
The Warehouse Group Annual Report 20253031Our Customers
(down 6.6)
(up 2.8)
(up 0.1)
(down 3.7)
73.9
88.8
76.9
76.0
NET
PROMOTER
SCORE (NPS)
THE WAREHOUSE
WAREHOUSE
STATIONERY
NOEL LEEMING
GROUP
weighted average
our website and app continue to play
a critical role in the customer journey.
We’ve seen at least 60% of known
store sales come from customers
who engage with our digital channels
including web, email and app in the
six weeks prior to purchase. This
shows how customers are using
online platforms for inspiration and
research before shopping in store.
Conversion on The Warehouse
website increased 11.7% in FY25,
reflecting improvements in relevance
and experience, like same day click
and collect.
Our Marketplace platform continues
to offer third-party products, with 31
merchants live and contributing $12.9
million in Gross Merchandise Value
(GMV). This represents 15.8% of total
online sales for The Warehouse. We’ll
continue to explore opportunities to
expand our range in areas where we
don’t currently have a first party offer,
focusing on missions we know matter
to customers.
Noel Leeming experienced 38 million
online sessions and 47,800 app
downloads. Online sales represented
10.5% of total sales, a small increase
from 10.2% of total sales in FY24, with
one hour click and collect a popular
choice for our customers.
These results show that while
customers are choosing to shop in
store, our digital channels remain an
essential part of how they discover,
plan and engage with our brand.
Trading events: the
biggest Mega Toy Sale in
our history
FY25 marked a strong year for toys at
The Warehouse, with sales up 8.0%
year on year on a 52-week basis. The
Warehouse regained the number
one position in consumer preference
for toys, supported by the success
of our annual Mega Toy Sale, which
delivered the strongest toy sales
performance in over a decade.
Held during the school holidays,
the three week Mega Toy Sale has
become a key event for families,
offering value and the opportunity
to shop well ahead of Christmas.
This year’s campaign featured new
ranges, trending toys and Allie the
Alien, our playful mascot who brought
excitement to stores and online.
Customers could hunt for Allie in
store to win one of 40,000 prizes,
while an interactive online game
extended the experience digitally.
The campaign also included a
toys influencer event. Store teams
embraced the fun, dressing up as toys
to create memorable experiences for
customers.
The Mega Toy Sale highlights the
strength of our toy category, which
continues to deliver growth and
value for Kiwi families, and what
happens when we get our experience,
marketing and range right.
Make sustainability easy
and affordable
We know sustainability matters to our
customers, and in FY25 we continued
to embed it across our product
ranges and store network.
Across The Warehouse and
Warehouse Stationery, 40% of private
label sales came from products with
one or more approved sustainability
features. This accounted for over
43,555 product lines and $392 million
in sales. Packaging also improved,
with 66% of private label sales coming
from products with sustainable
packaging, up from 55% in FY24.
We also expanded our in-store
circularity solutions. The Soft Plastics
Recycling Scheme is now hosted in
53 The Warehouse stores, covering
73% of the population and collecting
104 tonnes of plastic in FY25. Our
appliance delivery service recycles
bulky polystyrene packaging.
Across 34 Noel Leeming and
Warehouse Stationery stores,
TechCollect NZ collected 168 tonnes
of e-waste. We also supported
nationwide take-back programmes
for mobile phones (RE:MOBILE) and
ink and toner cartridges (Brother). In
FY25, these initiatives diverted over
283 tonnes of material from landfill.
We are committed to continuing this
work, making it easier for customers
to make better choices every day.
Growing our private label
brands: meet Poppi
The Warehouse Group’s investment
in private label brands continues to
deliver results, particularly in the fast-
growing health and beauty category.
These brands are central to our
strategy to offer differentiated value,
combining quality, affordability and
better margin control.
In FY24, The Warehouse launched
Good One, its first private label
body and hair care brand. The
range quickly gained traction for
its accessible price points and strong
social impact.
Building on this success, FY25 saw the
launch and expansion of Poppi, a new
private label beauty brand appealing
to the teen market. Designed to bring
fun and simplicity to everyday routines,
Poppi features aesthetic pastel
packaging and affordable pricing from
$4 to $15. The range includes trending
products such as vitamin C serums,
hair oils, under-eye gel pads and
pimple patches.
Poppi reflects the Group’s ability to
identify emerging trends and respond
with speed and scale. Together, Good
One and Poppi helped drive a record
year for the FMCG division, which
delivered its most profitable year to
date. Sales rose by 7.7% on a 52-week
basis, supported by strong growth
in cosmetics, health and wellbeing.
These brands demonstrate how The
Warehouse is redefining value in the
beauty category through private label
innovation that meets customer needs
and supports commercial performance.
The Warehouse Group Annual Report 20253233Our Customers
The Warehouse Group Annual Report 20253435Financial Statements
FINANCIAL
STATEMENTS
2025 THE WAREHOUSE GROUP
The financial statements have been presented in a style which makes them less complex and more relevant to shareholders. The note disclosures have
been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial risk
management’ and ‘other disclosures’. Each section sets out the material accounting policy information in grey text boxes applied in producing the relevant
notes, along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what
drives financial performance of the Group.
These financial statements have been approved for issue by the Board of Directors on 1 October 2025.
The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand.
The address of its registered office is Level 4, 4 Graham Street, Auckland.
FINANCIAL STATEMENTS Page
Consolidated income statement 36
Consolidated statement of comprehensive income 36
Consolidated balance sheet 37
Consolidated statement of cash flows 38
Consolidated statement of changes in equity 39
BASIS OF PREPARATION
1.1 Reporting entity 40
1.2 Compliance statement 40
1.3 Basis of preparation 40
1.4 Changes in accounting policies and
interpretations 40
1.5 Reporting period 40
1.6 Material accounting judgements, estimates and
assumptions 40
1.7 Non-GAAP financial information 40
FINANCIAL PERFORMANCE
2.0 Segment information 41
2.1 Operating performance 41
2.2 Adjustment for NZ IFRS 16 (Leases) 41
3.0 Income and expenses 42
3.1 Other income 42
3.2 Employee expense 42
3.3 Depreciation and amortisation expense 42
3.4 Other operating expenses 42
3.5 Auditors' fees 42
3.6 Other net interest 42
4.0 Taxation 43
4.1 Taxation – income statement 43
4.2 Taxation – balance sheet current taxation asset 44
4.3 Taxation – balance sheet deferred taxation asset 44
4.4 Taxation – balance sheet gross deferred taxation asset 44
4.5 Taxation – balance sheet gross deferred taxation liabilities 44
5.0 Adjusted net profit 45
6.0 Earnings per share 45
7.0 Dividends 45
7.1 Dividends paid 45
7.2 Imputation credit account 45
OPERATING ASSETS AND LIABILITIES Page
8.0 Working capital 46
8.1 Inventory 46
8.2 Trade and other receivables 46
8.3 Trade and other payables 46
8.4 Provisions 47
9.0 Non current assets 47
9.1 Property, plant and equipment 47
9.2 Intangible assets 48
10.0 Lease liabilities and right of use assets 49
10.1 Right of use assets 49
10.2 Lease liabilities 49
10.3 Lease liability maturity analysis 49
FINANCING AND CAPITAL STRUCTURE
11.0 Equity 50
11.1 Capital management 50
11.2 Bank and debt facilities 50
11.3 Contributed equity 50
11.4 Reserves 51
11.5 Minority interest 51
FINANCIAL RISK MANAGEMENT
12.1 Financial risk factors 52
12.2 Derivative financial instruments 52
12.3 Liquidity risk 53
12.4 Credit risk 53
12.5 Market risk 53
OTHER DISCLOSURES
13.0 Key management 54
14.0 Commitments 54
15.0 Contingent liabilities 54
16.0 Related parties 54
17.0 Discontinued operations 55
Financial Statements
For the 53 week period ended 3 August 2025
CONTENTS
Dame Joan Withers
Board Chair
1 October 2025
Dean Hamilton
Audit and Risk Committee Chair
1 October 2025
The Warehouse Group Annual Report 20253637Financial Statements
(53 Weeks)(52 Weeks)
Note20252024
$ 000$ 000
Net loss for the period
(2,427)(53,764)
Items that may be reclassified subsequently to the income statement
Movement in foreign currency translation reserve
-247
Movement in derivative cash flow hedges
(10,301)9,900
Tax relating to movement in hedge reserve
2,884 (2,772)
Other comprehensive income/(loss)
(7,417)7,375
Total comprehensive loss
(9,844)(46,389)
Attributable to:
Shareholders of the parent
(10,181)(46,806)
Minority interest
11.5 337 417
Total comprehensive loss
(9,844)(46,389)
Consolidated Statement of Comprehensive Income
For the 53 week period ended 3 August 2025
Note2025 2024
$ 000$ 000
ASSETS
Current assets
Cash and cash equivalents
11.2 39,20632,204
Trade and other receivables
8.2 69,871 72,901
Inventory
8.1 476,718 472,128
Derivative financial instruments
12.2 3,908 10,786
Current taxation
4.2 2,473 2,779
Total current assets
592,176 590,798
Non current assets
Trade and other receivables
8.2 22,088 26,321
Property, plant and equipment
9.1 155,078 187,208
Intangible assets
9.2 140,090 159,112
Right of use assets
10.1 590,187 601,610
Deferred taxation
4.3 94,278 89,824
Total non current assets
1,001,721 1,064,075
Total assets
1,593,897 1,654,873
LIABILITIES
Current liabilities
Borrowings
11.2 135,300 82,900
Trade and other payables
8.3 376,758 461,453
Derivative financial instruments
12.2 3,768 78
Lease liabilities
10.3 92,522 100,098
Provisions
8.4 42,926 42,553
Total current liabilities
651,274 687,082
Non current liabilities
Lease liabilities
10.3 621,317 636,714
Provisions
8.4 20,810 20,342
Total non current liabilities
642,127 657,056
Total liabilities
1,293,401 1,344,138
Net assets
300,496 310,735
EQUITY
Contributed equity
11.3 360,235 360,235
Reserves
11.4 (836)6,581
Retained earnings
(60,029)(57,265)
Total equity attributable to shareholders
299,370 309,551
Minority interest
11.5 1,126 1,184
Total equity
300,496 310,735
Consolidated Balance Sheet
As at 3 August 2025
Consolidated Income Statement
For the 53 week period ended 3 August 2025
(53 Weeks)(52 Weeks)
Note2025 2024
$ 000$ 000
Continuing operations
Retail sales
2.1 3,086,725 3,037,597
Cost of retail goods sold
8.1 (2,091,643)(2,016,731)
Gross profit
995,082 1,020,866
Other income
3.1 14,314 7,943
Employee expense
3.2 (526,520)(512,146)
Depreciation and amortisation expense
3.3 (156,524)(158,558)
Other operating expenses
3.4 (285,836)(290,284)
Operating profit from continuing operations
2.1 40,516 67,821
Unusual items
5.0 -(8,883)
Earnings before interest and tax from continuing operations
40,516 58,938
Interest on leases
10.2 (36,847)(36,527)
Other net interest
3.6
(6,668)(1,850)
Profit/(loss) before tax from continuing operations
(2,999)20,561
Income tax benefit/(expense)
4.1 572 (14,021)
Net profit/(loss) for the period from continuing operations
(2,427)6,540
Discontinued operations
Loss from discontinued operations (net of tax)
17.0
-(60,304)
Net loss for the period
(2,427)(53,764)
Attributable to:
Shareholders of the parent
(2,764)(54,181)
Minority interests
11.5 337 417
(2,427)(53,764)
Profit/(loss) attributable to shareholders of the parent relates to:
Profit/(loss) from continuing operations
(2,764)6,123
Loss from discontinued operations
-(60,304)
(2,764)
(54,181)
Basic and diluted earnings per share attributable to shareholders of the parent:
Earnings per share
6.0
(0.8) cents(15.7) cents
Earnings per share from continuing operations
6.0
(0.8) cents1.8 cents
Earnings per share from discontinued operations
6.0
-(17.5) cents
The Warehouse Group Annual Report 20253839Financial Statements
Consolidated Statement of Cash Flows
For the 53 week period ended 3 August 2025
(53 Weeks)(52 Weeks)
Note2025 2024
$ 000 $ 000
Net loss for the period
(2,427)(53,764)
Non cash items
Depreciation and amortisation expense - continuing operations
3.3 156,524 158,558
Depreciation and amortisation expense - discontinued operations
- 5,423
Share based payment expense
3.2 - (804)
Movement in deferred taxation
4.1(1,570)(4,119)
Total non cash items
154,954 159,058
Items classified as investing or financing activities
Loss on disposal of plant, equipment and software
187 4,027
Loss on disposal of Torpedo7 business assets
17.0- 60,547
Gain on lease terminations
2.2 - (160)
Supplementary dividend tax credit
4.2 - 223
Total investing and financing adjustments
187 64,637
Changes in assets and liabilities
Trade and other receivables
7,263 (3,567)
Inventory
(4,590) (28,034)
Trade and other payables
(84,211)54,083
Provisions
841 (8,802)
Current tax
306 2,259
Total changes in assets and liabilities
(80,391)15,939
Net cash flows from operating activities
72,323 185,870
(53 Weeks)(52 Weeks)
Note2025 2024
$ 000 $ 000
Cash flows from operating activities
Cash received from customers
3,099,203 3,137,910
Payments to suppliers and employees
(2,982,438)(2,911,346)
Income tax paid4.2
(692)(4,582)
Income tax refunded4.2
-7,995
Interest paid
(43,750)(44,107)
Net cash flows from operating activities
72,323 185,870
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
160 355
Purchase of property, plant and equipment and computer software
(12,604)(39,284)
Torpedo7 disposal costs
-
(4,720)
Net cash flows from investing activities
(12,444)(43,649)
Cash flows from financing activities
Proceeds from borrowings
52,400 6,500
Lease principal repayments
(104,882)(99,532)
Treasury stock dividends received
-
180
Dividends paid to parent shareholders
-
(45,312)
Dividends paid to minority shareholders
(395)(183)
Net cash flows from financing activities
(52,877)(138,347)
Net cash inflow
7,002 3,874
Opening cash position
32,204 28,330
Closing cash position
11.2 39,206 32,204
Reconciliation of Operating Cash Flows
For the 53 week period ended 3 August 2025
Consolidated Statement of Changes in Equity
For the 53 week period ended 3 August 2025
Note
Share
Capital
Treasury
Shares
Hedge
Reserves
Foreign
Currency
Translation
Reserve
Employee
Share
Benefits
Reserve
Retained
Earnings
Minority
Interest
Total
Equity
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
For the 53 week period ended 3 August 2025
Balance at the beginning of the period
365,517 (5,282)6, 361 220 - (57,265)1,184 310,735
Profit/(loss) for the period
- - - - - (2,764)337 (2,427)
Movement in foreign currency translation reserve
- - - -- - - -
Movement in derivative cash flow hedges
- - (10, 301)- - - - (10,301)
Tax relating to movement in hedge reserve
- - 2,884 - - - - 2,884
Total comprehensive income/(loss)
- - ( 7, 417 )- - (2,764)337 (9,844)
Contributions by and distributions to owners
Dividends paid
11. 5- - - - - - (395)(395)
Balance at the end of the period
365,517 (5,282)(1,056)220 - (60,029)1,126 300,496
(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.5)
For the 52 week period ended 28 July 2024
Balance at the beginning of the period
365,517 (5,282)(767)(27)804 41,825 950 403,020
Profit/(loss) for the period
- - - - - (54,181)417 (53,764)
Movement in foreign currency translation reserve
- - - 247 - - - 247
Movement in derivative cash flow hedges
- - 9,900 - - - - 9,900
Tax relating to movement in hedge reserve
- - (2,772)- - - - (2,772)
Total comprehensive income/(loss)
- - 7,12 8 247 - (54,181)417 (46,389)
Contributions by and distributions to owners
Share rights charged to the income statement
- - - -(804) - -(804)
Dividends paid
7.1,11. 5- - - - - (45,089)(183)(45,272)
Treasury stock dividends received
- - - - - 180 - 180
Balance at the end of the period
365,517 (5,282)6, 361 220 - (57,265)1,184 310,735
(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 13.0)(note: 11.5)
The Warehouse Group Annual Report 20254041Financial Statements
Percentage ownership
Name of entityPrincipal activity
2025 2024
The Warehouse LimitedRetail
100 100
Eldamos Investments LimitedProperty
100 100
The Warehouse Nominees LimitedInvestment
100 100
Notes to the Financial Statements - Basis of Preparation
For the 53 week period ended 3 August 2025
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 3 August 2025
Operating segments
The Group has three retail brands trading in the New Zealand retail sector, and previously had an online marketplace which was wound up last year.
These brands form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist
with strategy decisions. Brand trading performance is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ
IFRS 16 Leases, and is considered a better measure of underlying brand performance. Assets are not allocated to operating segments and the balance
sheet is managed and internally reported on a consolidated basis to the senior Management and the Board of Directors.
Customers can purchase product from the three main retail chains either online or through the Group’s physical retail store network. At year end the
Group’s physical store network consists of 84 The Warehouse stores, 66 Warehouse Stationery stores (including 42 stores trading within The Warehouse
stores), and 66 Noel Leeming stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance
products and Warehouse Stationery sells stationery products.
The Torpedo7 business was previously included as a separate retail brand, but has been reclassified as a discontinued operation last year. The Torpedo7
results and cash flows are found in note 17. Other Group operations include a property company, a chocolate factory and the residual cost of unallocated
support office functions.
2.0 SEGMENT INFORMATION
(53 Weeks)(52 Weeks)(53 Weeks)(52 Weeks)
2.1 Operating performance
Retail SalesOperating ProfitRetail Operating Margin
Note2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000 $ 000
The Warehouse
1,816,475 1,792,254 (12,247)17,672 -0.7% 1.0%
Warehouse Stationery
226,036 231,907 8,217 12,886 3.6% 5.6%
TheMarket.com
- 4,061 - (8,513)
Warehouse segment
2,042,511 2,028,222 (4,030)22,045 -0.2% 1.1%
Noel Leeming
1,038,058 1,005,217 11,667 17,342 1.1% 1.7%
Other Group operations
11,578 11,164 (6,326)(10,453)
Inter-segment eliminations
(5,422)(7,006)- -
Group
3,086,725 3,037,597 1,311 28,934 0.0% 1.0%
Adjustments for NZ IFRS 16 (Leases)
2.2 39,205 38,887
Operating profit from continuing operations
40,516 67,821
Unusual items
5.0 - (8,883)
Earnings before interest and tax from
continuing operations
40,516 58,938
Retail sales
Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for instore sales, or where the goods are
purchased online, when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the amount of the transaction
price when all performance obligations have been met and the customer obtains control of the goods.
(53 Weeks)(52 Weeks)
2.2 Adjustment for NZ IFRS 16 (Leases)
Note20252024
$ 000 $ 000
Pre NZ IFRS 16 rent expense
132,538 129,060
Right of use asset amortisation
10.1 (93,333)(90,333)
Gain on lease terminations
- 160
Impact on operating profit from continuing operations
2.1 39,205 38,887
Lease liability interest
10.2 (36,847)(36,527)
Impact on net profit before tax from continuing operations
5.0 2,358 2,360
1.0 BASIS OF PREPARATION
1.1 Reporting entity
The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited
liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity
under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.
The Company is listed on the New Zealand Exchange (NZX).
1.2 Compliance statement
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.
They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards,
and authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards
Accounting Standards (IFRS Accounting Standards).
1.3 Basis of preparation
The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and
liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated.
The material accounting policy information and other explanatory information applied in the preparation of these financial statements are set out in the
accompanying notes where an accounting choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is material.
Where NZ IFRS does not provide any accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has
not been specifically included.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at balance date are listed below.
Group structure
The Group sold the business assets of Torpedo7 Limited (refer note 17) and transferred control of the business to Tahua Partners last year. The results of this
business are disclosed as discontinued operations in the 2024 comparatives and presented separately as a single amount in the income statement.
The former Torpedo7 Limited company is now a shell company and has been renamed (Altitude NZ Limited). Following the closure of TheMarket.com business
in June 2024, the Group amalgamated TheMarket.com Limited non trading legal entity with The Warehouse Limited from the commencement of the current
financial year.
1.4 Changes in accounting policies and interpretations
The Group applied the following new amended standards in this year’s financial statements.
(a) Amendments to NZIAS 7 and NZIFRS 7 on Supplier finance arrangements (refer note 8.3)
(b) Amendment to NZIAS 1 – Non-current liabilities with covenants (refer note 11.1)
(c) Amendments to FRS 44 for disclosure of fees paid to the audit firms (refer note 3.5)
The application of the new amendments did not impact any amounts recognised in the financial statements, but required the Group to provide some
enhanced disclosures.
There are no new accounting standards, amended standards or interpretations that become effective after balance date that would have a material impact on
the Group’s financial statements or likely to affect recognition or measurement principles. In May 2024 International Accounting Standards Board issued a new
accounting standard NZ IFRS 18 ‘Presentation and Disclosure in Financial Statements’ as a replacement for NZ IAS 1. This new standard which is mandatory for the
Group in the 2028 financial year may change the presentation of the Group’s primary financial statements. The Group is currently assessing the impact of this new
standard and will disclose more detailed assessments in the future.
Climate change
The Group also considered the impact of climate change on the amounts recognised in the financial statements as part of the work undertaken this year to
complete the Group's Climate-related Disclosure Report. On the basis of the work undertaken to date, the Group concluded that there was no material effect on the
recognition and measurement of its assets and liabilities or any items that would require specific disclosure in the financial statements. The Group reported under
the Aotearoa New Zealand Climate Standards for the second time this year and a separate Sustainability Report released with the Annual Report.
1.5 Reporting period
These financial statements are for the 53 week period 29 July 2024 to 3 August 2025. The comparative period is for the 52 week period 31 July 2023 to 28 July
2024. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. A 53 week catchup period
occurs once every 5 to 6 years and occurred in the current 2025 financial year.
1.6 Material accounting judgements, estimates and assumptions
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that affect the reported amounts of assets
and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the
financial statements are found in the following notes:
(a) Lease liabilities and right of use assets (notes 10.1 and 10.2)
(b) Inventory (note 8.1)
(c) Derivative financial instruments (note 12.2)
The Group has also considered the impact of climate change on the amounts recognised in the financial statements as part of the work undertaken this year to
complete the Groups Climate-related Disclosure Report. On the basis of the work undertaken to date, the Group concluded that there was no material effect on
the recognition and measurement of its assets and liabilities or any items that would require specific disclosure in the financial statements.
1.7 Non-GAAP financial information
The Group uses operating profit, earnings before interest and tax, unusual items and adjusted net profit to describe financial performance as it considers these
line items provide a better measure of underlying business performance. These non-GAAP measures are not prepared in accordance with NZ IFRS and may not be
comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit are detailed in note 5.0.
The Warehouse Group Annual Report 20254243Financial Statements
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 3 August 2025
4.0 TAXATION
A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.
Income taxation
The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities
are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.
Goods and services tax (GST)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance sheet
are stated net of GST with the exception of receivables and payables which include GST invoiced.
Building depreciation (2024)
Last year (April 2024), the New Zealand government passed legislation to remove the ability to claim a tax deduction for depreciation on commercial
buildings. The result of the legislation change created a one-off, non-cash accounting adjustment to increase both last year’s tax expense and deferred
tax liabilities by $8.0 million, as the tax base of the Group’s buildings reduced to zero as a consequence of future tax depreciation deductions not
being available.
Organisation for Economic Co-operation and Development’s Pillar Two
The Organisation for Economic Co-operation and Development (OECD) has introduced GloBE Pillar Two model rules which aim to implement a minimum
global tax rate of 15 per cent across all jurisdictions.
The New Zealand Government has enacted legislation to implement the OECD Pillar Two Rules which are effective for the Group from August 2025.
The Group also operates in other countries which apply the Pillar Two Rules with effect for the Group from August 2024. The Group has applied the
exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has undertaken a high-level assessment to determine the Group’s potential exposure to Pillar Two top-up taxes. Based on the assessment, it
is expected that the Group will satisfy the relevant criteria to rely on the Pillar Two transitional safe harbour rules and is not expected to have exposure
to Pillar Two top up taxes. The Group is continuing to monitor the developments of the Pillar Two legislation in countries that the Group operates in and
assess the impact of Pillar Two legislation on its future financial performance.
(53 Weeks)(52 Weeks)
4.1 Taxation - income statement
Note2025 2024
$ 000$ 000
Profit/(loss) before tax from continuing operations
(2,999)20,561
Loss before tax from discontinued operations
- (79,375)
Loss before taxation
(2,999)(58,814)
Taxation calculated at 28%
(840)(16,468)
Adjusted for the tax effect of:
Non deductible building depreciation expense
5.0 - 8,046
Non deductible Torpedo7 asset disposal costs
- 3,139
Other non deductible expenditure
230 242
Income tax under/(over) provided in prior year
38 (9)
Income tax benefit
(572)(5,050)
Reclassify income tax benefit attributable to discontinued operations
17.0 - 19,071
Income tax (benefit)/expense from continuing operations
(572)14,021
Income tax (benefit)/expense comprises:
Current year income tax payable/(recoverable)
4.2 998 (931)
Deferred taxation
4.3 (1,570)(4,119)
Income tax benefit
(572)(5,050)
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 3 August 2025
3.0 INCOME AND EXPENSES
(53 Weeks)(52 Weeks)
3.1 Other income
Note2025 2024
$ 000$ 000
Tenancy rents received
2,328 1,847
Retail media
8,702 2,090
Other
3,284 4,006
Other income from continuing operations
14,314 7,943
(53 Weeks)(52 Weeks)
3.6 Other net interest
20252024
$ 000 $ 000
Interest on deposits and use of money interest received
(319)(1,001)
Interest on borrowings
6,987 2,851
Net interest expense from continuing operations
6,668 1,850
All fees are paid to PwC New Zealand, with the exception of $19,000 (2024: $12,000) paid to PwC India for the audit of the Group's subsidiary in India.
Audit fees - Corporate Governance
In accordance with the Group's policies regarding audit governance and independence, other non-audit services are approved by the Group’s Audit and
Risk Committee. The Group’s policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of
the independence of the auditor, subject to Audit and Risk Committee approval.
(53 Weeks)(52 Weeks)
3.2 Employee expense
Note2025 2024
$ 000 $ 000
Wages and salaries
522,103 511,318
Directors' fees
13.0
772 930
Performance based compensation
3,645 702
Equity settled share based payments expense
- (804)
Employee expense from continuing operations
526,520 512,146
(53 Weeks)(52 Weeks)
3.3 Depreciation and amortisation expense
Note20252024
$ 000 $ 000
Property, plant and equipment
9.1 40,325 43,586
Computer software
9.2 22,866 24,639
Right of use assets
10.1
93,333 90,333
Depreciation and amortisation expense from continuing operations
156,524 158,558
(53 Weeks)(52 Weeks)
3.4 Other operating expenses
2025 2024
$ 000 $ 000
Other operating expenses from continuing operations include:
Bad debt and movement in provision for doubtful debts expense
(304)1,633
Loss on disposal of plant and equipment
187 1,381
Net foreign currency exchange loss
273 64
(53 Weeks)(52 Weeks)
3.5 Auditors’ fees
20252024
$ 000 $ 000
Auditing the Group financial statements
Auditing the Group financial statements
803 858
Reviewing the half year financial statements
118 140
Audit of overseas subsidiary financial statements
19 12
9401,010
Other agreed-upon procedure engagements
Annual shareholder meeting voting
10 10
Negative Pledge compliance certificate
12 11
22 21
Total fees paid to PricewaterhouseCoopers (PwC)
9621,031
The Warehouse Group Annual Report 20254445Financial Statements
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 3 August 2025
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 3 August 2025
7.0 DIVIDENDS
7.1 Dividends paid
2025 2024 2025 2024
$ 000$ 000Cents per shareCents per share
Prior year final dividend
- 27,747 - 8.0
Interim dividend
- 17,342 - 5.0
Total dividends paid
- 45,089 - 13.0
7.2 Imputation credit account
2025 2024
$ 000$ 000
Imputation credits at balance date available for future distribution
107,729 107,795
Dividend policy
The Group declares two dividends in a typical year, the first in respect of the half year (interim dividend) and second in respect of the full year result
(final dividend). Dividends are declared at the discretion of the Board and subject to trading performance, market conditions and liquidity requirements.
The Group’s dividend policy is to distribute at least 70% of the Group's full year adjusted net profit. The Group incurred a full year adjusted net loss
(refer note 5.0) and in accordance with the dividend policy, a final dividend was not declared.
5.0 ADJUSTED NET PROFIT
6.0 EARNINGS PER SHARE
(53 Weeks)(52 Weeks)
Adjusted net profit reconciliation
Note20252024
$ 000$ 000
Net profit/(loss) from continuing operations attributable to shareholders of the parent
(2,764)6,123
Add back:
Unusual items: Restructuring costs
- 8,883
Adjustments for NZ IFRS 16 (Leases)
2.2 (2,358)(2,360)
Income tax relating to above items
660 (1,826)
Income tax effect of removing ability to claim tax deductions for building depreciation
4.1
- 8,046
Adjusted net profit/(loss)
(4,462)18,866
Earnings per share calculation
Note2025 2024
Net profit attributable to shareholders of the parent ($000s)
(2,764)(54,181)
Net profit/(loss) from continuing operations attributable to shareholders of the parent ($000s)
(2,764)
6,123
Net loss from discontinued operations attributable to shareholders of the parent ($000s)
- (60,304)
Adjusted net profit/(loss) ($000s)
5.0 (4,462)18,866
Basic and diluted
Weighted average number of ordinary shares (net of treasury shares) on issue (000s)
345,354 345,354
Earnings per share (cents)
(0.8)(15.7)
Earnings per share from continuing operations (cents)
(0.8)1.8
Earnings per share from discontinued operations (cents)
- (17.5)
Adjusted basic earnings per share (cents)
(1.3)5.5
Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance and
considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items which are
not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property disposals, goodwill
and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring the Group.
Following the adoption of NZ IFRS 16 the non-cash impact relating to the lease accounting standard is also excluded from adjusted net profit.
Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Adjusted basic EPS is similarly
calculated using adjusted net profit as the numerator.
The Group did not hold any potentially dilutive share rights throughout the current financial year or at balance date last year.
4.3 Taxation – balance sheet
deferred taxation asset
Gross deferred tax assetsGross deferred tax liabilities
Total
Note202520242025202420252024
$ 000$ 000$ 000$ 000$ 000$ 000
Opening balance
269,428 281,751 (179,604)(193,275)89,824 88,476
Charged/(credited) to the income statement
4.1 (365)(12,025)1,935 16,144 1,570 4,119
Net charged to other comprehensive income
411 (298)2,473 (2,473)2,884 (2,771)
Closing balance
269,474 269,428 (175,196)(179,604)94,278 89,824
(note: 4.4) (note: 4.4) (note: 4.5) (note: 4.5)
4.2 Taxation - balance sheet current taxation asset
Note20252024
$ 000 $ 000
Opening balance
2,779 5,038
Current year income tax (payable)/recoverable
4.1 (998)931
Income tax paid
692 4,582
Income tax refunded
- (7,995)
Supplementary dividend tax credit
- 223
Closing balance
2,473 2,779
The following table details the movement in the current income tax asset during the current and prior year.
The following table details the major gross deferred income tax assets recognised by the Group and the movements during the current and prior year.
The following table details the major gross deferred income tax assets recognised by the Group and the movements during the current and prior year.
4.4 Taxation - balance sheet gross
deferred taxation asset
Note
Lease
liabilitiesInventory
Property,
plant
equipment
and software
Employee
provisionsDerivativesOtherTotal
$ 000$ 000$ 000$ 000$ 000$ 000$ 000
For the 53 week period ended 3 August 2025
Opening balance
205,838 10,967 6,873 14,074 - 31,676 269,428
Charged/(credited) to the income statement
4.3 (3,859)(473)(4,099)(232)- 8,298 (365)
Net charged to other comprehensive income
- - - - 411 - 411
Closing balance
201,979 10,494 2,774 13,842 411 39,974 269,474
For the 52 week period ended 28 July 2024
Opening balance
224,142 12,306 22,332 15,075 299 7,597 281,751
Charged/(credited) to the income statement
4.3 (18,304)(1,339)(15,459)(1,001)- 24,078 (12,025)
Net charged to other comprehensive income
- - - - (299)1 (298)
Closing balance
205,838 10,967 6,873 14,074 - 31,676 269,428
4.5 Taxation - balance sheet gross
deferred taxation liabilities
Note
Right of
use assetBrandDerivativesOtherTotal
$ 000$ 000$ 000$ 000$ 000
For the 53 week period ended 3 August 2025
Opening balance
168,451 4,340 2,473 4,340 179,604
Charged/(credited) to the income statement
4.3 (3,199)- - 1,264 (1,935)
Net charged to other comprehensive income
- - (2,473)- (2,473)
Closing balance
165,252 4,340 - 5,604 175,196
For the 52 week period ended 28 July 2024
Opening balance
185,087 4,340 - 3,848 193,275
Charged/(credited) to the income statement
4.3 (16,636)- - 492 (16,144)
Net charged to other comprehensive income
- - 2,473 - 2,473
Closing balance
168,451 4,340 2,473 4,340 179,604
Other deferred taxation assets include carried forward taxation losses of $34.0 million (2024: $24.5 million), mainly arising from the Torpedo7 asset disposal
(refer note 17), which are not expected to be fully recovered until after the next financial year.
The Warehouse Group Annual Report 20254647Financial Statements
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 3 August 2025
9.0 NON CURRENT ASSETS
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) Annual leave and sick leave
Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect
of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an
employee based on achieving an agreed level of individual and company performance.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New
Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present value
of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred which
mitigate the final liability prior to the lease expiry.
Sales return
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision represents
the estimated sales return obligation at balance date based on historical sale return rates.
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location and
condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight-line basis to allocate the cost, less any residual value, over their useful life. The estimated useful
lives of property, plant and equipment are as follows:
• Freehold land indefinite • Freehold buildings 50 - 100 years
• Plant and equipment 3 - 15 years • Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is impaired, reference
is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income
statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
8.4 Provisions
CurrentNon currentTotal
2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000
Employee entitlements
38,274 37,973 14,252 13,776 52,526 51,749
Make good provision
937 807 6,558 6,566 7,495 7,373
Sales return provision
3,715 3,773 - - 3,715 3,773
Provisions
42,926 42,553 20,810 20,342 63,736 62,895
9.1 Property, plant and equipment
Land and buildingsPlant and equipmentWork in progressTotal
Note2025 2024 2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost
60,590 60,590 716,526 734,908 11,278 28,325 788,394 823,823
Accumulated depreciation
(12,78 0)(12,312)(588,406)(589,222)- - (601,186)(601,534)
Opening carrying amount
47,810 48,278 128,120 145,686 11,278 28,325 187,208 222,289
Additions
- - 10,150 37,436 (1,711)(17,047)8,439 20,389
Disposals
- - (244)(10,589)- - (244)(10,589)
Depreciation - continuing operations
3.3 (434)(468)(39,891)(43,118)- - (40,325)(43,586)
Depreciation - discontinued operations
- - - (1,295)- - - (1,295)
Closing carrying amount
47,376 47,810 98,135 128,120 9,567 11,278 155,078 187,208
Cost
60,590 60,590 695,211 716,526 9,567 11,278 765,368 788,394
Accumulated depreciation
(13,214)(12,780)(597,076)(588,406)- - (610,290)(601,186)
Closing carrying amount
47,376 47,810 98,135 128,120 9,567 11,278 155,078 187,208
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 3 August 2025
8.0 WORKING CAPITAL
8.1 Inventory
2025 2024
$ 000$ 000
Finished goods
412,409 428,340
Inventory provisions
(15,210)(13,276)
Retail stock
397,199 415,064
Goods in transit from overseas
79,519 57,064
Inventory
476,718 472,128
8.2 Trade and other receivables
20252024
$ 000 $ 000
Trade receivables
29,512 35,014
Prepayments
39,76044,679
Rebate accruals and other debtors
22,687 19,529
Trade and other receivables
91,959 99,222
Less non current prepayments
(22,088)(26,321)
Current trade and other receivables
69,871 72,901
8.3 Trade and other payables
2025 2024
$ 000 $ 000
Local trade creditors and accruals
224,514 289,361
Foreign currency trade creditors
75,223 88,423
Goods in transit creditors
35,236 17,069
Capital expenditure creditors
1,028 1,247
Goods and services tax
17,404 28,395
Reward schemes and gift vouchers
13,589 17,991
Payroll accruals
9,764 18,967
Trade and other payables
376,758 461,453
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure incurred
to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the ordinary course
of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense and included in cost of
goods sold in the income statement.
Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from suppliers’
payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised based on the
value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected collectability of
trade and other receivables is reviewed on an ongoing basis.
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are normally
unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days of recognition. Due to the short-term nature of these
payables, their carrying value is assumed to approximate their fair value.
Material accounting judgements, estimates and assumptions
Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future
selling prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to
shoplifting, employee theft, record keeping errors and supplier fraud. The Group considers a wide range of factors including historical data, current
trends and product information from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which usually
include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.
Foreign currency trade creditors
The Group has a supplier financing arrangement for foreign currency trade creditors with one of its banks. The Group provides the bank and the
supplier with visibility of invoices it has approved for payment, which allows suppliers choosing to enter the financing arrangement to factor selected
invoices and accelerate settlement from the bank before the invoice due date. The Group is not party to the financing leg of the arrangement and are
not aware of the exact terms and conditions negotiated between the bank and our suppliers. The payment terms of the Group’s foreign currency trade
creditors do not exceed 120 days from the invoice date and invoice payment terms (including security) do not vary between those where suppliers have
factored their receivable’s from those who have not.
The Group classifies the amounts factored by suppliers as foreign currency trade creditors because the characteristics of the amounts payable by the
Group are the same as its other foreign currency trade creditors. At balance date $64.0 million (2024: $73.3 million) of foreign currency trade creditors
were part of a supplier financing arrangement.
The Warehouse Group Annual Report 20254849
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 3 August 2025
10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS
10.1 Right of use assets
CostAccumulated depreciationCarrying amount
Note2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000
Opening balance
1,454,639 1,523,537 (853,029)(862,512)601,610 661,025
Foreign exchange movement
40 130 (18)(85)22 45
Additions
10.2 54,621 51,891 - - 54,621 51,891
Depreciation - continuing operations
3.3 - - (93,333)(90,333)(93,333)(90,333)
Depreciation - discontinued operations
- - - (4,112)- (4,112)
Reassessment of lease terms
10.2 27,267 7,026 - - 27,267 7,026
Leases assigned as part of the Torpedo7 sale
- (70,216)- 47,787 - (22,429)
Lease surrenders and terminations
(50,290)(57,729)50,290 56,226 - (1,503)
Closing balance
1,486,277 1,454,639 (896,090)(853,029)590,187 601,610
Material accounting judgements, estimates and assumptions
To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates
to determine the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying
value of both the right of use asset and lease liabilities recognised in the balance sheet and corresponding expenses recorded in the income statement.
The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease term
when a significant event or significant change in circumstances within the control of the Group affects the prospect that a right of renewal contained in a lease
will be exercised.
The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year.
The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 5.23% (2024: 5.02%).
The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group’s ‘right of
use assets’. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension options, but may
also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of managing the Group’s retail
intensity within different catchment areas. The majority of extension and termination options may only be exercised by the Group and not by the landlord.
10.3 Lease liability maturity analysis
Gross lease paymentsInterestCarrying amount
2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000
Within one year
126,919 136,715 (34,397)(36,617)92,522100,098
One to two years
122,399 118,180 (30,155)(27,577)92,244 90,603
Two to five years
319,951 296,956 (61,235)(64,353)258,716 232,603
Beyond five years
302,258 352,179 (31,901)(38,671)270,357 313,508
Lease liability
871,527 904,030 (157,688)(167,218)713,839 736,812
Current lease liability
92,522 100,098
Non current lease liability
621,317 636,714
Lease liability
10.2 713,839 736,812
10.2 Lease liabilities
Note
2025 2024
$ 000$ 000
Opening balance
736,812 803,158
Foreign exchange movement
21 49
Additions
10.1 54,621 51,891
Interest - continuing operations
36,847 36,527
Interest - discontinued operations
- 958
Reassessment of lease terms
10.1 27,267 7,026
Lease repayments
(141,729)(137,017)
Leases assigned as part of the Torpedo7 sale
- (24,117)
Lease surrenders and terminations
- (1,663)
Closing balance
10.3 713,839 736,812
A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has
sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value
of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension options
considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment
is made for inflation-indexed lease payment increases.
Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the
shorter of the asset’s useful life and the lease term on a straight line basis.
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 3 August 2025
9.2 Intangible assets
GoodwillBrand namesComputer softwareTotal
Note2025 2024 2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost
57,456 94,380 15,500 23,523 147,155 151,367 220,111 269,270
Impairment and accumulated amortisation
- (36,924)- (8,023)(60,999)(56,084)(60,999)(101,031)
Opening carrying amount
57,456 57,456 15,500 15,500 86,156 95,283 159,112 168,239
Additions
- - - - 3,948 18,629 3,948 18,629
Disposals
- - - - (104)(3,101)(104)(3,101)
Amortisation - continuing operations
3.3 - - - - (22,866)(24,639)(22,866)(24,639)
Amortisation - discontinued operations
- - - - - (16)- (16)
Closing carrying amount
57,456 57,456 15,500 15,500 67,134 86,156 140,090 159,112
Cost
57,456 57,456 15,500 15,500 147,578 147,155 220,534 220,111
Impairment and accumulated amortisation
- - - - (80,444)(60,999)(80,444)(60,999)
Closing carrying amount
57,456 57,456 15,500 15,500 67,134 86,156 140,090 159,112
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities
and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful lives
as the Group have rights to use these names in perpetuity.
Impairment of goodwill and brand names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
Computer software (excluding cloud computing arrangements)
Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets, including
subsequent improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the straight-line method
over periods ranging from two to ten years.
Cloud computing arrangements
Cloud computing arrangements provide the Group with the right to access a supplier's cloud based software for a specified contract period. If the Group does
not control the cloud based software, the related development costs (external and internal) are recognised as either:
(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or
(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.
Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment includes the Warehouse
Stationery business and Support Office functions. The annual impairment testing for both Noel Leeming and The Warehouse cash generating units indicated
sufficient headroom and that the carrying amounts of the attributed goodwill and brand assets were not impaired.
Impairment testing
Noel LeemingThe Warehouse
2025 2024 2025 2024
$ 000 $ 000 $ 000 $ 000
Goodwill
31,776 31,776 25,680 25,680
Brand names
15,500 15,500 - -
Closing carrying amount
47,276 47,276 25,680 25,680
Key assumptions
Terminal operating margin (%)
3.2 3.0 4.0 4.1
Terminal growth rate (%)
2.0 2.1 2.0 2.1
Pre-tax discount rate (%)
15.9 16.2 15.4 14.5
Post-tax discount rate (%)
11.5 11.7 11.1 10.5
Financial Statements
Brand and goodwill impairment testing
The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the assets to
the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is based
on projections regarding future operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic plans,
external benchmarks and historical performance to formulate the future cash flow projections. The cash flow forecasts reflect the anticipated benefits from
ongoing initiatives to lower costs through the forecast period. However, these initiatives carry execution risk, and the valuations have been scaled to account for
the uncertainty surrounding their full realisation along with the time required to achieve the expected cost reductions. The Group also engages external advisors
to determine appropriate discount rates and long term growth rates, integral to the valuations.
The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units represent the
lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand assets
and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the 5 year projection
period are set out in the table below.
The Warehouse Group Annual Report 20255051
Notes to the Financial Statements - Financing and Capital Structure
For the 53 week period ended 3 August 2025
11.0 EQUITY
11.2 Bank and debt facilities
20252024
$ 000 $ 000
Cash and cash equivalents
39,206 32,204
Borrowings
(135,300)(82,900)
Net debt
(96,094)(50,696)
Committed bank credit facilities
450,000 470,000
Liquidity buffer
353,906 419,304
11.3 Contributed equity
Contributed equityOrdinary shares
2025
2024 2025
2024
$ 000 $ 000 000000
Share capital
365,517 365,517 346,843 346,843
Treasury shares
(5,282)(5,282)(1,489)(1,489)
Contributed equity
360,235 360,235 345,354 345,354
Notes to the Financial Statements - Financing and Capital Structure
For the 53 week period ended 3 August 2025
11.1 Capital management
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the Group’s
ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and maintain a liquidity
buffer (refer note 11.2).
The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means including
changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.
Externally imposed capital requirements
The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply
with certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 Leases
accounting standard. The two principal covenants at balance date were:
1) The gearing ratio will not exceed 60% during the first quarter ending October or exceed 50% in each of the remaining quarters of the year;
2) Interest cover will not be less than 5.0 times operating profit plus depreciation.
Depreciation for the purposes of the cover ratio calculations (above and below) includes software amortisation, but excludes ‘right of use asset’ amortisation.
The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year. On the basis that
next year’s economic outlook and financial performance continues to remain uncertain, the Group, with the support of its funding providers, negotiated
a further 12 month extension to the amended covenants agreed last year. The new amendment has reset the interest cover ratio of the next 21 months
as follows:
1) Interest cover will not be less than 6.5 times operating profit plus depreciation, for the 2026 financial year.
2) Interest cover will not be less than 7.5 times operating profit plus depreciation, for the first 3 quarters of 2027 financial year.
The interest cover ratio will revert back to the pre-amendment interest cover ratio (based on operating profit exceeding net interest by at least 2 times)
after 21 months, or earlier if operating profit exceeds net interest by more than 4 times for any two consecutive quarterly balance dates. Depreciation
for the purposes of the cover ratio calculation includes software amortisation, but excludes ‘right of use asset’ amortisation.
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a
winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached to
the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.
The Group lowered its liquidity policy limits in July 2025 by $150 million following a policy review, that considered the Group’s response to the COVID-19 pandemic,
facility utlisation and how the Group could react to future liquidity events. The Group’s revised liquidity policy is to have a minimum liquidity buffer of $100 million
(2024: $250 million) and a target of more than $150 million (2024: $300 million to $400 million).
The Group restructured its committed bank credit facilities after balance date, lowering the facilities from $450 million to $340 million by the end of October 2025.
The Group intends to reduce facilities further to $300 million by the end of November 2025, consistent with the am ended liquidity policy. Following both restructures
the Group will have facilities of $225 million that mature 12 months beyond balance date. The restructured bank credit facilities are conventional facilities, as the
Group chose not to renew its Sustainability Linked Loans facilities ($145 million) that were scheduled to mature in October 2025. The Group continues to report
climate-related risks and opportunities as a part of a separate Sustainability Report released with the annual report.
There were no changes to the Group's contributed equity during the current year and previous year.
11.4 Reserves
2025 2024
$ 000 $ 000
Cash flow hedge reserve
(1,056)6,361
Foreign currency translation reserve
220 220
Reserves
(836)6,581
Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The
cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or
depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement of
changes in equity and accounting policies detailed in note 12.2).
Foreign currency translation
Exchange differences arising on translation of the Group's subsidiaries in India and China are recognised in other comprehensive income and accumulated
in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.
11.5 Minority interest
2025 2024
$ 000 $ 000
Opening balance
1,184 950
Net profit attributable to minority interest
337 417
Dividends paid to minority shareholders
(395)(183)
Closing balance
1,126 1,184
Minority interest reserve
A minority interest is an ownership position in a Group subsidiary where the minority shareholder owns less than 50% of outstanding shares and has no
control over decisions. Minority interests are measured based on the minority shareholder's proportionate share of the net asset value of the subsidiary.
At balance date minority shareholders held a 50% (2024: 50%) shareholding in ChocolateWorks, a manufacturer of chocolate confectionery located in Waikato.
Financial Statements
The Warehouse Group Annual Report 20255253
Notes to the Financial Statements - Financial Risk Management
For the 53 week period ended 3 August 2025
Notes to the Financial Statements - Financial Risk Management
For the 53 week period ended 3 August 2025
12.1 Financial risk factors
The Group’s activities expose it to various financial risks including liquidity risk, credit risk and market risk. The Group’s overall risk management programme focuses
on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The Group enters into forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas purchases.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies,
evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management,
as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and
investing excess cash.
Material accounting judgements, estimates and assumptions
Valuation
The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair value, the Group
uses valuation techniques which rely on observable market data. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value measurements
as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.
Hedge effectiveness
When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases to test if the
hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged transaction to those of
the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.
12.0 FINANCIAL RISK MANAGEMENT
12.2 Derivative financial instruments
2025 2024
$ 000$ 000
Forward exchange contract assets
3,908 10,786
Forward exchange contract liabilities
(3,768)(78)
Derivative financial instruments
140 10,708
Classified as:
Cash flow hedges
(1,467)8,834
Fair value hedges
1,607 1,874
Derivative financial instruments
140 10,708
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method
of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
For the purposes of hedge accounting, hedges are classified as:
• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also documented, of whether
the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of
hedged items.
Cash flow hedges
The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective
portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge reserve.
The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the
forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred in
equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss
existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When
a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income
statement.
Fair value hedges
The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in the
fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair
value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the hedge is
not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the income statement as a foreign exchange
gain or loss.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge
accounting are recognised immediately in the income statement.
+ 10 percent- 10 percent
Foreign currency sensitivity table
NoteAmountProfit Equity Profit Equity
At 3 August 2025
$ 000$ 000$ 000$ 000$ 000
Foreign currency trade creditors
8.3 (75,223)4,924 4,924 (6,018)(6,018)
Derivative financial instruments
Forward exchange contracts - cash flow hedges
12.2 (1,467)- (15,852)- 19,375
Currency forward contracts - fair value hedges
12.2 1,607 (4,890)(4,890)5,977 5,977
Total increase/(decrease)
34 (15,818)(41)19,334
At 28 July 2024
Foreign currency trade creditors
8.3 (88,423)5,788 5,788 (7,074)(7,074)
Derivative financial instruments
Currency forward contracts - cash flow hedges
12.2 8,834 - (18,476)- 22,583
Currency forward contracts - fair value hedges
12.2 1,874 (5,740)(5,740)7,016 7,016
Total increase/(decrease)
48 (18,428)(58)22,525
12.3 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial obligations when
they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity position based on expected cash flows
to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group maintains funding flexibility by maintaining availability using
committed credit lines. The Group’s liquidity policy and committed credit facilities at balance date are detailed in note 11.1.
The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities - refer note 10.3).
12.4 Credit risk
Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying amount
of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in accordance with
specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least A (2024: A).
The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable balances are
monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when changes in economic, industry or
geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure. As the
Group transacts with a diversity of counterparties it does not have any significant exposure to any individual customers, industry or economic sector.
12.5 Market risk
Foreign exchange risk
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. To protect against exchange rate movements and manage the
inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly probable forecast
purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved Treasury Policy to manage this foreign
exchange risk. The policy parameters for hedging forecast currency exposures are:
• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months
• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months
• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon.
Carrying valueNotional amount (NZD)Average exchange rate12 month hedge level
Currency position at balance date
2025 2024 2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000CentsCentsPercentagePercentage
Forward exchange contracts
Buy US dollars/Sell New Zealand dollars
140 10,708 320,354 367,205 0.5921 0.6070 63.2 69.6
The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.5894 (2024: $0.5892).
The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative) impact
of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.
Liabilities/(assets)
0 - 6 Months7 - 12 MonthsTotal
Note2025 2024 2025 2024 2025 2024
$ 000$ 000$ 000$ 000$ 000$ 000
Borrowings
11.2
135,300 82,900 - - 135,300 82,900
Trade and other payables
8.3 376,758 461,453 - - 376,758 461,453
Derivatives - gross settled
(currency exchange contracts)
- outflow
12.5 230,713 220,883 89,641 146,322 320,354 367,205
- inflow
(231,903)(227,221)(89,922)(151,052)(321,825)(378,273)
Financial liabilities and derivatives
510,868 538,015 (281)(4,730)510,587 533,285
Financial Statements
The Warehouse Group Annual Report 20255455Financial Statements
Notes to the Financial Statements - Other Disclosures
For the 53 week period ended 3 August 2025
Notes to the Financial Statements - Other Disclosures
For the 53 week period ended 3 August 2025
13.0 KEY MANAGEMENT
14.0 COMMITMENTS
16.0 RELATED PARTIES
15.0 CONTINGENT LIABILITIES
Key management includes the Directors of the Company and the members of the Group’s Leadership team during the year, comprising the Group Chief
Executive Officer and his 6 (2024: 7) direct reports at balance date. Compensation made to Directors and other members of key management of the Group is set
out in the two tables below:
The non-executive Director fees for J W M Journee ceased in May 2024, when he was appointed as the interim Group CEO. The salary paid to J W M Journee as
both Group CEO and executive Director was $1,747,936 (2024: $323,624) and is included in the ‘Key Management’ remuneration table below.
Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:
During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No amounts
owed by related parties have been written off or forgiven during the period.
Directors’ fees
20252024
$ 000$ 000
Dame J Withers (Chair)
183 183
A J Balfour (retired November 2024)
39 119
A J Carter (appointed May 2024)
118 27
D R Hamilton
114 114
J W M Journee (appointed as interim Group CEO from May 2024 to July 2025)
- 82
C M Rainsford
94 94
J M Raue (resigned May 2024)
- 103
R E Taulelei
117 114
R J Tindall
107 94
Total
772 930
20252024
$ 000$ 000
Standby letter of credit
17,500 17,500
Bank guarantees provided to landlords and the New Zealand Exchange Limited
315 315
Contingent liabilities
17,815 17,815
Capital commitments
20252024
$ 000 $ 000
Within one year
1,957 903
Key Management
2025 2024
$ 000$ 000
Base salary
5,691 7,752
Retention (cash settled)
120 (575)
Annual performance based compensation
375 -
Three year performance based compensation (cash settled)
437 (1,758)
Share based compensation
- (804)
Termination benefits
564 4,145
Total
7,187 8,760
Torpedo7 results and cash flow
Note 2024
$ 000
Retail sales
94,545
Operating loss
(13,184)
Loss on business and asset disposal
(60,547)
Interest espense
(5,644)
Income tax benefit
4.1 19,071
Loss from discontinued operations
(60,304)
Cash flows from discontinued operations
Net cash flows from operating activities
(7,100)
Net cash flows from investing activities
(5,120)
Net cash flows from financing activities
11,826
17.0 DISCONTINUED OPERATIONS
A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of
discontinued operations are presented separately as a single amount in the income statement.
Last year (2024) the Group owned and operated Torpedo7 (an outdoor and sporting equipment retailer) for eight months, ending in March 2024.
The Group then sold the Torpedo7 business and specified business assets to Tahua Partners for a consideration of $1, incurring a pre tax loss on
disposal of $60.5 million. The Torpedo7 business results were previously reported as a separate retail brand (as part of note 2), but were reclassified
as a discontinued operation in last year’s financial statements following the sale of the business. The Torpedo7 results and cash flows for last year
were as follows.
The benefit last year for the three-year incentive plan and long-term retention plans (share and cash settled) arose when the vesting criteria for these
plans (based on internal performance hurdles and shareholder return targets) were not achieved and the cumulative expense previously recognised was
reversed. The Group currently has no share settled incentive plans.
The Warehouse Group Annual Report 20255657
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
The Warehouse Group Annual Report 20255859
3 PwC - Independent auditor’s report
Description of the key audit matter How our audit addressed the key audit matter
Goodwill impairment assessment – The
Warehouse
Goodwill, an indefinite life intangible asset, allocated to the
Group’s The Warehouse cash generating unit (CGU) as at
3 August 2025, amounted to $25.7 million.
Our audit focused on this CGU as its financial performance
has been most adversely impacted by challenging trading
conditions, as reflected in the CGU’s operating loss
disclosed in note 2 of the financial statements.
Management performed an annual impairment assessment
to determine the recoverable amount using a discounted
cash flow model under a fair value less cost of disposal
(FVLCOD) basis.
The Warehouse’s impairment assessment is considered a
key audit matter due to the significance of the carrying
value of the goodwill and other assets allocated to the CGU
as well as the inherent judgements involved in estimating
future business performance.
Key estimates and assumptions included in the impairment
assessment are:
forecast future cash flows, which include estimates
and assumptions around operating margin in the
terminal year;
discount rate; and
terminal growth rate.
Based on the assumptions above, no impairment of
goodwill has been recognised.
The CGU’s recoverable amount reflects the uncertainty
surrounding the realisation of ongoing cost initiatives.
Management concluded that there were no reasonably
possible adverse changes in the key assumptions that
would result in material impairment.
Refer to note 9.2 of the financial statements for further
information.
Our procedures to audit The Warehouse CGU’s management
impairment test include the following:
understanding the processes undertaken by management
in performing the impairment test;
evaluating the design of controls relevant to
management’s process to assess impairment, considering
if they are designed effectively, and confirming that they
have been implemented;
considering the appropriateness of management’s CGU
assessment;
testing the basis of allocation of the Group’s assets,
liabilities and cost of doing business to the CGU;
reviewing prior year actual sales and profitability against
the original budgeted performance to assess
management’s ability to accurately forecast;
gaining an understanding of the forecast outlook for the
industry, the strategic direction of the business and
ongoing cost initiatives;
agreeing forecast future performance included in the
FVLCOD impairment assessment to the model endorsed
by the Board;
assessing and challenging the reasonableness of the
forecast cash flows, including management’s estimates
and assumptions around the terminal operating margin,
with reference to historical performance and external
market evidence;
engaging our auditor’s valuation expert to test the
mathematical accuracy of the impairment model and
evaluate the reasonableness of the discount rate and
terminal growth rate;
evaluating management’s sensitivity analysis to ascertain
the impact of reasonably possible changes in key
assumptions; and
performing our own sensitivity analysis and stress testing
the cash flow forecasts to determine whether reasonably
possible adverse changes in the key assumptions would
result in a material impairment.
We also considered the appropriateness of disclosures made.
Our audit approach
Overview
Overall group materiality: $11,500,000, which represents approximately 0.4% of total
revenues.
We chose total revenues as the benchmark because, in our view, it is a key financial
statement metric used in assessing the performance of the Group and it is a generally
accepted benchmark.
Full scope audits were performed for the Group’s two trading entities based on their financial
significance.
Specified audit procedures and/or analytical review procedures were performed over certain
remaining entities.
As reported above, we have two key audit matters, being:
Inventory valuation
Goodwill impairment assessment – The Warehouse
4 PwC - Independent auditor’s report
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where management made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They 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 the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report (which includes the Sustainability Report by way of cross-reference), but does not include the
financial statements and our auditor’s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible 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.
3 PwC - Independent auditor’s report
Description of the key audit matter How our audit addressed the key audit matter
Goodwill impairment assessment – The
Warehouse
Goodwill, an indefinite life intangible asset, allocated to the
Group’s The Warehouse cash generating unit (CGU) as at
3 August 2025, amounted to $25.7 million.
Our audit focused on this CGU as its financial performance
has been most adversely impacted by challenging trading
conditions, as reflected in the CGU’s operating loss
disclosed in note 2 of the financial statements.
Management performed an annual impairment assessment
to determine the recoverable amount using a discounted
cash flow model under a fair value less cost of disposal
(FVLCOD) basis.
The Warehouse’s impairment assessment is considered a
key audit matter due to the significance of the carrying
value of the goodwill and other assets allocated to the CGU
as well as the inherent judgements involved in estimating
future business performance.
Key estimates and assumptions included in the impairment
assessment are:
forecast future cash flows, which include estimates
and assumptions around operating margin in the
terminal year;
discount rate; and
terminal growth rate.
Based on the assumptions above, no impairment of
goodwill has been recognised.
The CGU’s recoverable amount reflects the uncertainty
surrounding the realisation of ongoing cost initiatives.
Management concluded that there were no reasonably
possible adverse changes in the key assumptions that
would result in material impairment.
Refer to note 9.2 of the financial statements for further
information.
Our procedures to audit The Warehouse CGU’s management
impairment test include the following:
understanding the processes undertaken by management
in performing the impairment test;
evaluating the design of controls relevant to
management’s process to assess impairment, considering
if they are designed effectively, and confirming that they
have been implemented;
considering the appropriateness of management’s CGU
assessment;
testing the basis of allocation of the Group’s assets,
liabilities and cost of doing business to the CGU;
reviewing prior year actual sales and profitability against
the original budgeted performance to assess
management’s ability to accurately forecast;
gaining an understanding of the forecast outlook for the
industry, the strategic direction of the business and
ongoing cost initiatives;
agreeing forecast future performance included in the
FVLCOD impairment assessment to the model endorsed
by the Board;
assessing and challenging the reasonableness of the
forecast cash flows, including management’s estimates
and assumptions around the terminal operating margin,
with reference to historical performance and external
market evidence;
engaging our auditor’s valuation expert to test the
mathematical accuracy of the impairment model and
evaluate the reasonableness of the discount rate and
terminal growth rate;
evaluating management’s sensitivity analysis to ascertain
the impact of reasonably possible changes in key
assumptions; and
performing our own sensitivity analysis and stress testing
the cash flow forecasts to determine whether reasonably
possible adverse changes in the key assumptions would
result in a material impairment.
We also considered the appropriateness of disclosures made.
Our audit approach
Overview
Overall group materiality: $11,500,000, which represents approximately 0.4% of total
revenues.
We chose total revenues as the benchmark because, in our view, it is a key financial
statement metric used in assessing the performance of the Group and it is a generally
accepted benchmark.
Full scope audits were performed for the Group’s two trading entities based on their financial
significance.
Specified audit procedures and/or analytical review procedures were performed over certain
remaining entities.
As reported above, we have two key audit matters, being:
Inventory valuation
Goodwill impairment assessment – The Warehouse
4 PwC - Independent auditor’s report
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where management made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They 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 the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report (which includes the Sustainability Report by way of cross-reference), but does not include the
financial statements and our auditor’s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible 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.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
The Warehouse Group Annual Report 20256061
5 PwC - Independent auditor’s report
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the 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) and ISAs 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that
we might state 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 opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.
For and on behalf of:
PricewaterhouseCoopers Auckland
1 October 2025
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of The Warehouse Group Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of The Warehouse
Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 3 August 2025, its financial performance, and its cash flows for the 53 week
period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
the consolidated balance sheet as at 3 August 2025;
the consolidated income statement for the 53 week period then ended;
the consolidated statement of comprehensive income for the 53 week period then ended;
the consolidated statement of changes in equity for the 53 week period then ended;
the consolidated statement of cash flows for the 53 week period then ended; and
the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1)
issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
2 PwC - Independent auditor’s report
In our capacity as auditor, our firm also provides review and agreed-upon procedures services. In addition, certain
partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business. The firm has no other relationship with, or interests in, 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 financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 3 August
2025 was $476.7 million with inventory provisions of $15.2
million.
To value inventory, the Group measures inventory at the
lower of cost and net realisable value by deducting
provisions from the cost of inventory which are determined
based on various factors including historical data, current
selling trends and product information from buyers within
the business.
Determining the appropriate level of provisions involves
judgement, including management's expectations of future
sales levels and pricing. Due to the judgements involved in
estimating the inventory provisions, and the significance of
the inventory balance, this is an area of focus for the audit
and a key audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements and
estimates applied by management to determine the
inventory provisions.
We have updated our understanding of the key processes and
controls surrounding inventory provisioning and assessed the
design and implementation of relevant controls, in particular
controls over the cyclical count process.
Our procedures to audit the inventory provisions included the
following:
observing and inspecting management's stocktake
procedures throughout the period, at a sample of selected
locations, to confirm existence of inventory and that aged
and clearance items were identified and accounted for;
performing risk assessment analytics at an inventory
category level by assessing how the provisions as a
percentage of total stock on hand for this period compare
to the prior period, and understanding the rationale for
material or unexpected changes;
holding discussions with management to understand and
corroborate the assumptions used to estimate inventory
provisions;
assessing management’s ability to forecast accurately by
comparing inventory provisions in the prior period against
actual inventory write-offs and sales below cost in the
current period;
on a sample basis, testing that finished goods were
valued at the lower of cost or net realisable value by
comparing the recorded value to the most recent retail
price less the cost to sell;
on a sample basis, testing inventory ageing schedules
and checking whether provisions were recorded for aged
stock in accordance with Group policy; and
performing a reasonableness test of the shrinkage
provisions by comparing the provision against the actual
shrinkage for the 53 week period.
At The Warehouse Group, we are committed to the highest standards
of corporate governance and ethical conduct.
We believe that these values help to create sustainable long-term value for our
shareholders, build a strong team, improve the experience we offer our customers and
contribute to our place within the wider community.
This corporate governance statement provides an overview of the policies and processes
that are in place at The Warehouse Group Limited (the Company) which ensure that the
highest standards of corporate governance are maintained. The Company notes and
supports the updated NZX Corporate Governance Code dated 31 January 2025 (NZX Code).
This statement follows the structure of the NZX Code and addresses its recommendations.
As at the date of the publication of this Annual Report, the Company considers its
governance practices are compliant with the NZX Code. The Company’s Constitution, the
Board and committee charters, codes and policies referred to in this statement are available
at www.thewarehousegroup.co.nz/about-us/corporate-governance.
GOVERNANCE
REPORT
62The Warehouse Group Annual Report 202563Governance Report
Robert (Robbie) Tindall
BA, BSc
Non-Executive Director
Robbie was elected as a Director
of the Group in November
2020, having previously been
Sir Stephen Tindall’s alternate
Director since 2017. He studied
Arts and Science at the University
of Auckland before spending
eight years at The Warehouse in
various merchandise and buying
roles. Since 2011 Robbie has
been an investment director at
K One W One Limited, a family-
owned investment company,
where his involvement in some
of New Zealand’s most exciting
technology and innovation
companies sees him uniquely
placed in understanding a broad
range of technology trends as
they come to market. Robbie
is also a Trustee of The Tindall
Foundation and the Finn Lowery
Foundation.
COMMITTEES
• Environmental and Social
Sustainability Committee
(Chair)
• Corporate Governance and
Nominations Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• K One W One Limited
• Foundation Services Limited
• The Tindall Foundation
( Trus tee)
• Finn Lowery Foundation
( Trus tee)
Antony (Tony) Carter
CNZM, BE (Hons), ME, MPhil
Independent Non-Executive Director
Tony has a broad range of experience
in governance across the consumer,
industrial services, infrastructure and
energy sectors. Tony currently chairs
the boards of My Food Bag Group
Limited, Skin Institute Holding Company
Limited, Datacom Group Limited, TR
Group Limited and The Interiors Group
Holdco Limited and is a director of
Ravensdown Limited. His previous
directorships include roles at Fisher
& Paykel Healthcare, Air New Zealand
Limited, Fletcher Building Limited,
ANZ Bank New Zealand Limited, and
Vector Limited. He has previously served
as managing director of supermarket
operator Foodstuffs Auckland and
Foodstuffs New Zealand. In 2020 he was
made a Companion of the New Zealand
Order of Merit for Services to Business
Governance.
COMMITTEES
• Health, Safety and Wellbeing
Committee (Chair)
• Audit and Risk Committee
OTHER DIRECTORSHIPS
• My Food Bag Group Limited (Chair)
• Skin Institute Holding Company
Limited (Chair)
• Datacom Group Limited (Chair)
• TR Group Limited (Chair)
• The Interiors Group
Holdco Limited (Chair)
• Ravensdown Limited
Dame Joan Withers
DNZM, MBA, CFinstD
Chair
Independent Non-Executive Director
Dame Joan has been a professional
director for more than 20 years
and spent over 25 years working
in the media industry, previously
holding CEO positions at The
Radio Network and Fairfax Media.
In addition to her Chair role
with The Warehouse Group,
Dame Joan is also a director of
ANZ Bank New Zealand Limited,
Origin Energy Limited and Sky
Network Television Limited. She
has previously held Chair positions
at Television New Zealand Limited
and Auckland International Airport
Limited. Dame Joan is a Trustee of
the Sweet Louise Foundation. She
is also co-founder and a director
of On Being Bold Limited, a group
of senior businesswomen working
to help New Zealand women fulfil
their career potential in tandem
with enjoying a fulfilling personal
life. Dame Joan has indicated that
she will resign as Director and
Chair effective from the close of
the 2025 Annual Shareholders’
Meeting.
COMMITTEES
• Corporate Governance and
Nomination Committee (Chair)
• Audit and Risk Committee
• Disclosure Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
• Environmental and Social
Sustainability Committee
OTHER DIRECTORSHIPS
• Sky Network Television Limited
• ANZ Bank New Zealand Limited
• Sweet Louise Foundation
( Trus tee)
• Origin Energy Limited
• On Being Bold Limited
Dean Hamilton
BCA
Independent Non-Executive Director
Dean has significant CEO and
financial markets experience. Most
recently he was CEO of Silver Fern
Farms Limited, where he led the
business successfully through
a period of significant change
and improvement in financial
performance, staff and supplier
engagement, sustainability,
and consumer trust in brand.
Dean's prior experience includes
12 years at global investment
bank Deutsche Bank, working in
both Australia and New Zealand,
where he advised a wide range
of companies on mergers and
acquisitions, capital management,
corporate restructuring and
capital raising.
COMMITTEES
• Audit and Risk Committee
(Chair)
• Disclosure Committee (Chair)
• Health, Safety and Wellbeing
Committee
• Corporate Governance and
Nomination Committee
OTHER DIRECTORSHIPS
• Fulton Hogan Limited (Chair)
• Auckland International Airport
Limited
• Tappenden Holdings Limited
• Ryman Healthcare Limited
(Chair)
Caroline Rainsford
BCom (Hons)
Independent Non-Executive Director
Caroline is the Country Director for
Google NZ, where she is responsible
for driving the overall revenue and
business strategy for New Zealand.
Partnering with government, policy
teams and New Zealand business
leaders, she is focused on helping
New Zealand businesses grow and
transform in the digital age. Prior to
joining Google in 2017, Caroline was
the Marketing and Product Director
for the Latitude NZ (previously
GE Capital) business as well as the
Brand Director for the Australian
and New Zealand regions. Her earlier
career included roles with Philips
Royal Electronics in the Middle East,
Turkey and Africa. Caroline holds a
Bachelor of Commerce (Hons) from
the University of Auckland.
COMMITTEES
• Health, Safety and Wellbeing
Committee
• People and Remuneration
Committee
OTHER DIRECTORSHIPS
• Otereti Limited
• Auckland Art Gallery
Toi o Tāmaki
Advisory Committtee
Rachel Taulelei LLB
Ngāti Raukawa ki te Tonga, Ngāti Rārua
Independent Non-Executive Director
Rachel is a prominent business
leader and a strong advocate
for the Māori economy, values-
based business models, and
New Zealand’s food and beverage
industry. Her commitment to
kaitiakitanga has been evident
throughout her career, as founder
of sustainable seafood company
Yellow Brick Road in 2006, to her
time as CEO of Māori-owned food
and beverage company Kono,
and now in her current role as
co-founder of business design and
brand strategy firm Oho. Rachel
has held a number of governance
roles, with a particular expertise in
primary industries. She presently
chairs Wellington Regional Stadium
Trust, serves as a director on the
board of ANZCO Foods Limited,
Wellington Airport, and Mercury NZ
Limited, is a member of the APEC
Business Advisory Council and acts
as an advisor to venture capital firm
Movac.
COMMITTEES
• People and Remuneration
Committee (Chair)
• Environmental and Social
Sustainability Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Wellington Regional Stadium
Trust (Chair)
• ANZCO Foods Limited
• Wellington International
Airport Limited
• Mercury NZ Limited
• Huia Publishing
Advisory Board
John Journee
BCom, CFinstD, MAICD
Non-Executive Director
John was Interim CEO
and Executive Director of
the Company from May 2024
to July 2025, during which
time he was considered to be
non-independent. From August
2025, John returned to the
Board as a non-independent
non-executive Director. He has
been appointed Chair effective
from the close of the 2025 Annual
Shareholders’ Meeting. John has
had an extensive retail career,
including executive experience
across sectors that span general
merchandise, fashion apparel,
FMCG, consumer electronics,
telecommunications, hospitality
and electricity retailing. His career
has included 15 years with The
Warehouse Group, starting as
a joint-venture partner in 1990
and progressing through senior
roles in operations, marketing,
merchandise, international
sourcing and business
development. John has also held
CEO roles with Noel Leeming
and foodservice distributor
Southern Hospitality.
COMMITTEES
• Health, Safety and Wellbeing
Committee
• Environmental and Social
Sustainability Committee
• Disclosure Committee
OTHER DIRECTORSHIPS
• Farmlands Society
• Colonial Motor Company
Limited
• Data Insights Group
Advisory Board
OUR BOARD
The Warehouse Group Annual Report 20256465Our Board
EXECUTIVE
LEADERSHIP
TEAM
Mark Stirton
Group Chief Executive Officer
Mark joined The Warehouse Group
as Group Chief Financial Officer
in April 2024 and was appointed
Group Chief Executive Officer on
1 August 2025. He is responsible for
leading the Group’s strategy and
performance across all brands.
Before joining The Warehouse
Group, Mark was Group Chief
Financial Officer at Mr Price Group,
one of South Africa’s largest
retailers. He held senior roles there
for nearly a decade, following
earlier leadership positions at
Aspen Pharmacare and Eurotap
Investments. He began his career
at PwC.
Mark is a qualified Chartered
Accountant and Fellow Certified
Management Accountant. He holds
an MBA Global Digital Business and
Transformation from University of
Barcelona.
Shayne Tong
Group Chief Digital and
Transformation Officer
Shayne joined The Warehouse
Group in August 2025 to lead
its digital transformation and
modernisation strategy. He
is responsible for enhancing
digital capability, streamlining
operations, and delivering
scalable, customer-focused
technology solutions. His remit
includes managed services,
systems modernisation, and
operational excellence through
innovation.
Before joining The Warehouse
Group, Shayne was Chief Digital
Officer at Foodstuffs South Island
and held senior roles at Auckland
District Health Board, Genesis
Energy, Fletcher Building, and
global banks including ANZ,
Deutsche Bank, Goldman Sachs
and Barclays Capital.
Shayne is a Chartered Accountant
and holds a degree in Accounting
and Finance from the Auckland
University of Technology.
Silv Roest
Group Chief Legal and Corporate
Affairs Officer
Silv joined The Warehouse Group
in July 2024 as General Counsel
and Company Secretary and was
appointed Group Chief Legal
and Corporate Affairs Officer in
August 2025. She is responsible
for leading The Warehouse
Group’s legal, compliance and
corporate affairs functions, and
continues to serve as Company
Secretary.
Jason Bell
Chief Executive Officer - Noel Leeming
Jason has spent three decades
working at Noel Leeming in
a variety of roles, starting in
the Merchandise Team as an
Appliance Buyer. He held various
buying roles across Noel Leeming
before being appointed to
Executive General Manager of
Merchandise in 2002. In June
2024, Jason stepped into the
newly formed role of Chief
Operating Officer of Noel Leeming
(and is now Chief Executive
Officer of Noel Leeming), leading
the team of over 1,500 people,
and sitting on our executive
leadership team.
He has a strong retail background,
also working for Farmers Trading
Company Limited before joining
Noel Leeming. Jason is proud to
continue the legacy of enriching
Kiwis' lives with exceptional
products and services, through
our team of passionate experts.
Jason holds a Postgraduate
Diploma in Business
Administration from the
University of Auckland.
Ian Carter
Chief Store Operations Officer –
The Warehouse & Warehouse Stationery
Ian brings over two decades of
international retail leadership to
The Warehouse Group, where he
was appointed Executive General
Manager – Operations (now Chief
Store Operations Officer) in 2024.
Since joining the business in
2019, Ian has been instrumental in
driving operational improvements
across The Warehouse and
Warehouse Stationery, with a
focus on enhancing efficiency,
refining operating models,
improving customer experience,
and developing store formats.
He began his career as a
management trainee with B&Q,
progressing through store and
head office roles that included
finance, profit protection, new
store openings and property.
He then returned to store
operations, leading several of
their highest turnover regions.
Before joining The Warehouse
Group, Ian held a number of senior
retail operations roles in the UK,
including Director of Operations
at McKesson UK, Group Retail and
Property Director at Halfords, and
divisional management at B&Q.
Mark Anderton
Group Chief Sourcing and
Supply Chain Officer
Mark joined The Warehouse
Group’s executive leadership
team in October 2023 as Chief
Sustainability and Sourcing
Officer and was appointed
Executive General Manager
Sourcing and Supply Chain
(now Chief Sourcing and Supply
Chain Officer) in June 2024. He
is responsible for leading The
Warehouse Group’s sourcing,
supply chain and sustainability
functions across global
operations.
He began his career at
The Warehouse Hastings before
progressing through store and
head office roles, including Buyer
and General Manager of Home.
After a period outside the Group,
he returned to lead hardgoods
and global sourcing teams.
Mark holds a Bachelor’s degree in
Accounting and Law from Unitec
and is based in The Warehouse
Group’s Shanghai sourcing office.
Stefan Knight
Group Chief Financial Officer
Stefan joined The Warehouse
Group in August 2025 as
Chief Financial Officer. He is
responsible for the Group’s
financial strategy including
performance, capital management
and risk oversight.
Stefan joined The Warehouse
Group from Spark NZ, where
he held the role of Financial
Director. Over more than two
decades at Spark, he held a range
of senior finance and business
performance roles. He began his
career at Deloitte in Audit and
Corporate Finance.
Stefan is a Chartered Accountant
and holds a Bachelor of
Commerce in Accounting and
Finance from the University of
Auckland. He has completed
the CFO Leadership Program at
Harvard Business School.
Carrie Fairley
Acting Chief Merchandise Officer
The Warehouse & Warehouse Stationery
Carrie was appointed Acting
Chief Merchandise Officer in
August 2025. She is responsible
for leading The Warehouse
Group’s merchandise strategy,
supporting product development
and commercial performance
across the Group’s brands.
She joined The Warehouse
Group in 2011 and has held senior
roles across merchandise and
planning. Earlier in her career, she
held merchandise and planning
roles at Number One Shoes,
Truworths and Edcon in New
Zealand and South Africa.
Carrie holds a Bachelor of
Science (Hons) in Business
Management from Birmingham
City University.
The Warehouse Group has determined that its 'senior managers' (for the purposes of the Financial Markets Conduct Act 2013) are the Group Chief Executive Officer and the
Group Chief Financial Officer.
Richard Parker
Group Chief People Officer
Richard joined The Warehouse
Group in March 2019 as
General Manager, People
Experience, Remuneration
and Employee Relations, and
was appointed Chief Human
Resources Officer (now Chief
People Officer) in August 2020.
He is responsible for leading
The Warehouse Group’s people
strategy, including talent, culture
and employee experience.
He began his career as a litigation
lawyer at Chapman Tripp before
moving to Fletcher Challenge as
corporate legal counsel. He later
held senior HR roles at Telecom
(now Spark NZ) and TVNZ.
Richard holds an LLB (Hons) and
MPhil (Hons) from the University
of Auckland.
Before joining The Warehouse
Group, Silv held senior legal
and governance roles at Spark
NZ. She began her career at
Russell McVeagh, working across
commercial and corporate law.
Silv holds a Bachelor of Law (LLB)
and a Bachelor of Commerce in
International Business from the
University of Otago.
The Warehouse Group Annual Report 20256667Executive Leadership Team
This governance statement was approved by the Board on 1 October 2025 and is
current as at that date.
Principle 1 – ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour
and hold management accountable for these standards being followed
throughout the organisation.”
The Company is committed to fostering the highest standards of ethical
behaviour and good conduct. We believe this is at the heart of having a
reputation as a trusted and respected company that promotes honesty, integrity
and ethical conduct across the organisation in decision-making and day-to-day
behaviour.
Code of Ethics
The Company’s Code of Ethics sets out the standards of conduct expected of
everyone working at The Warehouse Group, including Directors, team members,
contractors and any other person engaged by the Company. The Code of Ethics
sets out the principles that guide decision-making and sets expectations of the
conduct that is consistent with the Company’s values and behaviours, business
goals and legal obligations. An introduction to the Code of Ethics forms part of
the induction and training process of new employees.
The Company has an external hotline and web address (managed by an
independent third party), which any employee can contact confidentially if they
wish to report any misconduct or other concerning behaviour at The Warehouse
Group, including breaches of the Code of Ethics.
The Code of Ethics also outlines the potential consequences of, and internal
reporting procedures for, any breaches. Sanctions for breaches may include
serious disciplinary action, removal from office and dismissal, to the extent
permitted by law and as appropriate given the specific circumstances.
The Code of Ethics is available in the Corporate Governance section of
the Company’s website.
Financial Products Trading Policy
The Company is committed to transparency and fairness in dealing with all its
stakeholders and to ensuring adherence to all applicable laws and regulations.
The Financial Products Trading Policy governs trading in the Company’s
securities by Directors, team members and other associated persons. The policy
and timing of black-out periods is set out in the Financial Products Trading Policy,
which is available in the Corporate Governance section of our website.
Principle 2 – BOARD COMPOSITION AND
PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Responsibilities of the Board
The central role of the Board is to set the strategic direction of the Company, to
select and appoint the Company’s Group Chief Executive Officer (CEO) and to
oversee the Company’s management and business activities, with the primary
objective to create and continue to build sustainable value for shareholders. This
requires consideration of, and regular engagement with, all stakeholders that are
critical to our success, including shareholders, employees, customers, suppliers
and communities, as determined by the Company and the Board.
The Board Charter, which is available in the Corporate Governance section of the
Company’s website, sets out how the Board will achieve its purpose. The Charter
is reviewed at least every two years and it was last reviewed in November 2024,
with the next review due in November 2026. The Board’s responsibilities, as
described in the Charter, are set out in the adjacent table.
Management and administration of the Company is undertaken by the
Group CEO, who is assisted by the executive leadership team, in accordance
with the strategy, plans and delegations approved by the Board. The Board has
implemented appropriate procedures to enable Management to undertake its
delegated duties and for performance to be assessed. More information can be
found in the Remuneration section on page 73.
Strategy and
Planning
• Set strategic direction and appropriate operating
frameworks
• Monitor Management’s performance within those
frameworks
People Resources• Ensure that the Board is, and remains appropriately
skilled, to meet the changing needs of the Company
• Ensure there are adequate resources available to
meet the Company’s objectives
• Appoint and remove the Group CEO and oversee
succession plans for the executive leadership team
• Set criteria for, and evaluate the performance of, the
Group CEO and approve their remuneration
• Annually review, approve and adopt the Diversity and
Inclusion Policy and diversity objectives, and measure
achievement against the objectives
Financial
Performance
and Risk
• Approve and monitor financial reporting and capital
management including the payment of dividends
• Monitor the financial solvency of the Company
• Subject to shareholder approval being granted,
approve the appointment and retention of the external
auditor, and fix the fees and expenses
• Ensure that effective risk management procedures are
in place and are being used
Health and Safety• Ensure, so far as is reasonably practicable, a safe
and healthy working environment is provided and
maintained for all employees, customers, contractors
and visitors
Ethical Behaviour
and Corporate
Governance
• Promote and authorise ethical and responsible
decision-making by the Company
• Ensure the Company has appropriate corporate
governance structures in place including standards
of ethical behaviour
• Approve timely and balanced communication to
shareholders
• Regularly review, approve and adopt the
environmental and social sustainability strategy,
and measure achievement against agreed key
performance indicators
Board Responsibilities
69The Warehouse Group Annual Report 202568Governance Report
The Board
The Board comprises seven Directors: Dame Joan Withers (Chair),
John Journee, Tony Carter, Dean Hamilton, Caroline Rainsford, Rachel Taulelei
and Robbie Tindall. Director profiles are available on pages 64 to 65.
Chair
Dame Joan Withers is the Chair of The Warehouse Group Board. She was first
appointed in 2016 and is an independent, non-executive Director. Dame Joan will
step down as a director and as Chair, and be replaced by John Journee as Chair,
effective as of the close of the 2025 Annual Shareholders' Meeting.
The Chair’s responsibilities include:
• Providing leadership to the Board and to the Company
• Ensuring the efficient organisation and conduct of the Board
• Monitoring Board performance annually
• Facilitating Board discussions to ensure core issues facing the
Company are addressed
• Briefing all Directors in relation to issues arising at Board meetings
• Facilitating the effective contribution and ongoing development of
all Directors
• Promoting consultative and respectful relations between Board
members and between the Board and Management
• Chairing Board and shareholder meetings
The Warehouse Group Board Charter states that the Board Chair must
not also be the Company’s Chief Executive Officer.
Director Appointments
Procedures for the appointment and removal of Directors are governed
by the Company’s Constitution and the NZX Listing Rules. The Corporate
Governance and Nominations Committee is delegated responsibility for
identifying and nominating, for the approval of the Board, candidates to
fill Board vacancies as and when they arise. In doing so the Committee
will seek to identify the necessary and desirable competencies which will
ensure that any candidate it puts forward will enable the Board to:
• Fulfil its responsibilities
• Represent a variety of skills, expertise and experience (including
commercial and/or industry experience and diversity of background
and thought)
• Competently address accounting, finance and legal matters
The terms and conditions of appointment are set out in a letter of
appointment that details the Director’s duties, term of appointment
(subject to shareholder approval), expectations of the role and
remuneration. A copy of the standard letter is available in the
Corporate Governance section of the Company’s website.
The Company indemnifies and provides insurance to Directors in
accordance with the Companies Act 1993, for certain claims that may be
brought against them as Directors.
CORPORATE GOVERNANCE
Relevant Board Skills to Execute Group Strategy
Dame
Joan
Withers
John
Journee
Robbie
Tindall
Dean
Hamilton
Rachel
Taulelei
Caroline
Rainsford
Tony
Carter
Industry specific
Operational experience in the retail industry
Brand, marketing and customer experience
Integrated retail experience
Digital and technology experience
Direct sourcing experience
Logistics experience
Specific to the Group strategy
Development of a high-performance culture
Senior leadership of change management at scale
Transformation and business disruption experience
Innovation and entrepreneurism
Government relations
Union relations
Environment and Corporate Social Responsibility experience
Subject-matter expertise
Development and execution of business strategy
Governance experience
Large-company leadership experience
Finance/accounting expertise
Audit committee/risk management experience
Regulatory knowledge and experience
Health and safety experience
HR Learning and development experience
Financial markets experience
Community and iwi relationships
Shareholder and investor relations experience
Primary
skills
Secondary
skills
Director Induction and Development
When appointed to the Board, all new Directors undergo a detailed
induction programme to familiarise them with the Company’s businesses
and strategy.
Ongoing training includes briefings by senior management and guest
speakers on relevant industry and competitive issues and site visits.
Director Independence and Conflicts
The factors that the Board considers when determining the independence
of a Director, including the requirements of the NZX Corporate Governance
Code, are set out in full in the Board Charter. The Board assesses the
independence of each Director on their appointment and at least annually
thereafter.
Of the Board’s seven Directors, Dame Joan Withers (Chair), Tony Carter,
Dean Hamilton, Caroline Rainsford and Rachel Taulelei have been
determined to be independent non-executive Directors. In making this
determination, consideration was given to whether any Director had a
disqualifying relationship (as defined in the NZX Listing Rules), the factors
detailed in the NZX Corporate Governance Code, and any other matters
that might be relevant to Directors’ independence. Robbie Tindall was
determined to be not independent, by virtue of his association with various
shareholdings in the Company. John Journee was Interim Group CEO from
20 May 2024 to 31 July 2025 during which time he was considered to be
not independent. On 1 August 2025, John Journee returned to the Board
as a non-executive Director and remains not independent due to his recent
responsibilities as Interim Group CEO.
The Board is conscious of its obligation to ensure that Directors avoid
conflicts of interest between their duty to the Company and their own
interests. Where potential conflicts of interest arise then the Director must
disclose their interest. Directors and team members are required to minimise
any potential conflicts, in accordance with the Company’s Code of Ethics.
Board Structure, Skills and Composition
The Board comprises Directors with a mix of qualifications, skills and
experience appropriate to the Company’s existing operations and strategic
direction. A comprehensive matrix of Director skills is set out below, and
qualifications and experience of individual Directors are detailed on
pages 64 to 65.
Takeover Protocols
The Company has takeover protocols in place that meet the requirements of
the NZX Corporate Governance Code.
The Warehouse Group Annual Report 20257071Governance Report
Name of DirectorOriginally AppointedLast Reappointed/Elected
Dame Joan Withers23 September 201625 November 2022
John Journee17 October 201322 November 2024
Dean Hamilton20 April 202024 November 2023
Robbie Tindall
27 November 202027 November 202024 November 2023 24 November 2023
Rachel Taulelei12 February 2021
22 November 202422 November 2024
Caroline Rainsford30 August 202225 November 2022
Tony Carter1 May 2024
22 November 2024
Board Evaluation
The Chair, from time to time, with the assistance of appropriate external
advisors, regularly assesses the performance of individual Directors, while
Directors also assess the collective performance of the Board and the
performance of the Chair. A review is being undertaken in October 2025.
Board Tenure
The Constitution provides that the minimum size of the Board shall not at
any time be fewer than five and the Board has fixed the maximum number of
Directors to be 10. Each year, any Director who is required by the NZX Listing
Rules or the Company’s Constitution to retire will retire from office and may
offer themselves for re-election at the Annual Shareholders’ Meeting.
The Board does not believe that any Director has served on the Board for a
period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Company.
New Directors were appointed to the Board in 2020, 2021, 2022 and 2024,
and the Board considers that it has an appropriate balance of tenure.
0-4 years
4-7 years
7+ years
Director Tenure
COMMITTEEROLES AND RESPONSIBILITIESMEMBERSHIPMEETINGS
People and
Remuneration
Committee
Review and make recommendations in relation to the
human resources strategy, the Company’s remuneration
policies and practices, and the remuneration and
performance of the Group Chief Executive Officer.
Comprised of at least three non-executive Directors,
and at least a majority of independent Directors.
Current members:
• Rachel Taulelei (Chair)
• Dame Joan Withers
• Robbie Tindall
• Caroline Rainsford
At least twice a year
Corporate
Governance and
Nominations
Committee
Ensure a high level of corporate governance through
continuous monitoring of international corporate
governance best practice as promulgated by the relevant
authoritative bodies. Ensure that the Board is populated
with an appropriate mix of skills and experience among its
members, who collectively provide the diversity of thought
and judgement required.
Comprised of at least three members, at least a
majority of whom are independent Directors.
Current members:
• Dame Joan Withers (Chair)
• Dean Hamilton
• Robbie Tindall
At least twice a year
Disclosure
Committee
Support the Company in meeting its disclosure obligations as
set out in the NZX Listing Rules, the Companies Act 1993 and
any other applicable regulations.
Comprised of the Board Chair, Chair of the Audit
and Risk Committee, Group Chief Executive Officer,
Chief Financial Officer, Disclosure Officer and any
other Director appointed by the Board as a member.
Current members:
• Dean Hamilton (Chair)
• Dame Joan Withers
• John Journee
• Group CEO, CFO and Company Secretary
Held as required
Audit and Risk
Committee
Assist the Board to fulfil its audit and risk responsibilities.Comprised of at least three non-executive Directors,
the majority of whom must be independent.
The Chair will be independent and may not be the
Chair of the Company.
Current members:
• Dean Hamilton (Chair)
• Dame Joan Withers
• Tony Carter
At least quarterly
Health, Safety
and Wellbeing
Committee
Assist the Board to govern health, safety and wellbeing.Comprised of all Directors.
Chair: Tony Carter
At the discretion of
the committee Chair
or if requested by any
committee member
or the Group Chief
Executive Officer
Environmental
and Social
Sustainability
Committee
Assist the Board to govern the Company’s environmental,
social and sustainability responsibilities.
Comprised of at least three non-executive
Directors, with the Chair of the Board and the
Group Chief Executive Officer, as ex-officio members
if not formal members.
Current members:
• Robbie Tindall (Chair)
• Rachel Taulelei
• John Journee
• Dame Joan Withers
• Group CEO
At least quarterly
Principle 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance its
effectiveness in key areas, while still retaining Board responsibility.”
The Board has established committees that focus on particular areas of
the Board’s responsibilities and together ensure the efficient performance
of the Board, and the achievement of corporate governance outcomes.
The committees report to the Board on all material matters and issues
requiring Board decisions. From time to time, the Board may create
ad hoc committees to examine specific issues on its behalf. The current
committee structure is set out in the table below.
CORPORATE GOVERNANCE
Board
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance and
Nomination
Committee
Health, Safety
and Wellbeing
Committee
Disclosure
Committee
Environmental
and Social
Sustainability
Committee
Number of Meetings
12
74
1385
Dame Joan Withers
12631385
Tony Carter
11731
Dean Hamilton
117118
John Journee
12363
Rachel Taulelei
12435
Robbie Tindall
1241324
Caroline Rainsford
1242
Tony Balfour1
4113
1
Resigned effective 22 November 2024
BOARD MEETINGS AND ATTENDANCE
The table below outlines the number of meetings of the Board and Board committees during the year ended 3 August 2025 and Director attendance at these meetings.
Principle 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 is committed to providing full and timely financial and
non-financial information that is accurate, balanced, meaningful and
consistent. As a listed company, keeping the market informed is a key
component to ensuring that its securities are valued fairly.
Market Disclosure Policy
The Company has a Market Disclosure Policy that describes the
processes designed to ensure that the Company meets its reporting
and disclosure objectives and all disclosure obligations under the
NZX Listing Rules.
To assist the Company with its Market Disclosure Policy, the
Board has appointed a Disclosure Committee. The Committee
is responsible for making decisions on what should be disclosed
publicly under the Market Disclosure Policy. The Company Secretary
is the Disclosure Officer of the Company and has responsibility for
ensuring compliance with the continuous disclosure requirements and
overseeing and co-ordinating disclosure to the market.
Publication of Key Governance Documents
The Company publishes its Code of Ethics, Board and Committee Charters,
Director Letter of Appointment and key Company policies in the Corporate
Governance section of its website, www.thewarehousegroup.co.nz
Financial Reporting
The Audit and Risk Committee oversees the quality and integrity of
external financial reporting including the accuracy, completeness
and timeliness of financial statements and is committed to providing
balanced, clear and objective financial reporting. It reviews half-yearly
and annual financial statements and makes recommendations to the
Board concerning accounting policies, areas of judgement, compliance
with accounting standards, stock exchange and legal requirements,
and the results of the external and internal audit.
Management accountability for the integrity of the Company’s
financial reporting is reinforced by certification from the Group CEO
and the Group CFO. The Group CEO and CFO have provided the Board
with written confirmation that the Company’s financial report presents
a true and fair view, in all material respects, of the Company’s financial
position for the year ended 3 August 2025, and that operational results
are in accordance with relevant accounting standards.
Non-financial Reporting
Under the Group's integrated reporting framework, we recognise
that our networks, customers, communities, suppliers, people and our
environment all contribute to our retail value creation – and our own
culture and values.
The Group reports its financial and non-financial results and outcomes
annually, including our contribution to the community, key people
metrics including gender and health and safety, as well as our impact on
the environment. This year we have reported these results and outcomes
across our Annual Integrated Report and Sustainability Report.
Principle 5 – REMUNERATION REPORT
“The remuneration of Directors and executives should be transparent, fair and
reasonable.”
Group Remuneration Philosophy
The Group’s Remuneration Policy supports the Group in attracting, retaining
and motivating high-calibre diverse team members to achieve the Company’s
business objectives and create shareholder value.
The Group’s Remuneration Policy is guided by the principles that remuneration
practice should:
• Be clearly aligned with the Group’s vision, values and corporate strategy
• Support the attraction, retention and engagement of team members
• Appropriately reflect market practice and conditions
• Recognise individual performance and competency
• Recognise team and company performance and the creation of
shareholder value
Executive Leadership Team Remuneration
The Chief Executive Officer and direct reports to the Chief Executive Officer
(Executive Leadership Team or ELT) have their remuneration reviewed annually
by the People and Remuneration Committee and from time to time a third-party
remuneration consultant is also used to benchmark the total remuneration
packages of the ELT against a peer group of companies. The People and
Remuneration Committee recommends any proposed changes to the Board for
approval. The ELT’s remuneration is made up of the following components:
• Fixed annual base salary
• Short-term incentives based on the Group’s financial targets and individual
performance targets
• Long-term incentives based on Total Shareholder Return with cost of equity
plus 1% being used as the performance measure over a three-year period
ELT members are also eligible to receive an employer Kiwisaver contribution of up
to a maximum of 3% of gross taxable earnings if they belong to Kiwisaver.
Short-Term Incentives
The Group’s short-term incentive (STI) scheme for the ELT is designed to link
at-risk incentive payments to the achievement of the Group’s desired financial
outcomes and to recognise participants’ individual contribution to the Group's
success. The targets are reviewed and set each year. In FY25, Group Earnings
Before Interest and Tax (EBIT) was set as the financial measure, to ensure that
the Group linked its planned operational profit growth to incentive payments.
The financial component was weighted at a total of 100% of the total on-target
incentive with no apportionment in the FY25 STI scheme to individual key
performance indicators. The STI on-target dollar value for each ELT participant
ranges from 40-50% of base salary. The maximum payment under the STI
scheme is reviewed and set each year and this year was 120% of the on-target
dollar value. In FY25, no STI payments were made as the EBIT target was not
achieved. However, one executive had previously been granted a retention
incentive of 50% of their STI and that will be paid out in FY26 and a second
executive will receive 100% of their STI as a retention payment. For FY26 there
will be a financial component weighted at a total of 70% of the total on-target
incentive and an individual component weighted at 30% with each participant
set a number of objectives and key results.
The Warehouse Group Annual Report 20257273Governance Report
Board/Committee NamePositionFees (Per Annum)
Board of Directors
Chair
1
$182,600
1
Member $87,000
Audit and Risk Committee
Chair $27,500
Member $10,000
People and Remuneration Committee
Chair $25,000
Member $6,600
Health, Safety and Wellbeing Committee
Chair $20,000
Member –
Environmental and Social Sustainability Committee
Chair$20,000
Member $6,600
Corporate Governance and Nomination Committee
Chair –
Member –
Disclosure Committee
Chair –
Member –
1
Includes attendances at committee meetings
The current Directors’ fee pool limit is $990,000, which was approved by the shareholders at the 26 November 2021 Annual Shareholders' Meeting. Fees
are paid for Board and committee roles as indicated below. Directors are reimbursed for reasonable travel and other costs associated with fulfilling their
role. The Chair does not receive additional fees for membership of Board committees.
DIRECTORS' REMUNERATION FY25
Name of Director
Board
Fees
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance
and Nominations
Committee
Disclosure
Committee
Health, Safety
and Wellbeing
Committee
Environmental
and Social
Sustainability
Committee
Shares
and Other
Payments
or Benefits
Total
Individual
Remuneration
Dame Joan
Withers (Chair)
$182,600
(Chair)
-
(member)
-
(member)
-
(Chair)
-
(member)
-
(member)
-
(member)
- $182,600
Tony Carter$87,500
$10,000
(member)
---
$20,000
(Chair)
--$117,500
John Journee²----
-
(member)
-
(member)
(member)
- -
Dean Hamilton $87,000
$27,500
(Chair)
-
-
(member)
-
(Chair)
-
(member)
-- $114,500
Caroline Rainsford $87,000 -
$6,600
(member)
- -
-
(member)
--$93,600
Rachel Taulelei1 $87,000 -
$18,991
(member until
22 November
2024, then
Chair)
- -
-
(member)
$11,067
(Chair until
22 November
2024, then
member)
-$117,058
Robbie Tindall1 $87,000 - $6,600-
(member until
22 November
2024)
-
(member)
$13,333
(Chair from
22 November
2024)
-$106,933
Tony Balfour1 $29,000 -
$8,333
(Chair until
22 November
2024)
(member until
24 November
2024)
-
-
(member)
$2,200
(member until
24 November
2024)
- $39,533
1
On 22 November 2024, Tony Balfour resigned as a Director, Rachel Taulelei stepped down as Chair of the Environmental and Social Sustainability Committee to become a member
only and was appointed Chair of the People and Remuneration Committee, and Robbie Tindall was appointed Chair of the Environmental and Social Sustainability Committee and
ceased to be a member of the Disclosure Committee. The Directors were paid in full for November on the basis of their positions as at the start of that month, and were paid under
the new structure from December 2024.
2
John Journee was not paid Director fees during FY25 as he was Interim Chief Executive Officer until 31 July 2025.
The fees paid to non-executive Directors for services in their capacity as Directors during the year ended 3 August 2025, totalling $771,724, were paid as set out below.
Long-Term Incentives
Members of the ELT are eligible to participate in the Group’s long-term
incentive (LTI) scheme. The objective of the LTI scheme is to:
• Ensure the LTIs of the eligible ELT members are closely aligned with
shareholder outcomes
• Provide an incentive to eligible ELT members who are considered to
be key to the future success of the Group, to retain the services of
those eligible ELT members in the future
• Provide a longer-term recognition and reward for the eligible ELT
members’ contribution to the future success of the Group
The FY25 LTI scheme was a cash-settled scheme, and the performance
target was absolute Total Shareholder Return (TSR) against the Group’s cost
of equity plus 1% over a three-year performance period. The LTI on-target
dollar value for each ELT participant was 40% of base salary and the Chief
Executive Officer’s was 50% of base salary. However, the Interim Group CEO's
remuneration did not include an STI or LTI component. Payment under the
scheme is capped and that cap is reviewed each year. The current cap is 150%
of the on-target dollar value. The hurdle rate for the three-year period ending
in FY25 was not achieved and accordingly no LTI is payable for this latest
tranche. However, one executive had previously been granted a long-term
retention incentive of 100% of their LTI target amount subject to assessment
against a performance hurdle. If the performance hurdle is satisfied, they will
be paid in FY26.
DIRECTORS' REMUNERATION
CORPORATE GOVERNANCE
Base PackagePay for Performance
John Journee
Salary
Ta xa ble
BenefitsSubtotalSTILTISubtotal
Total
Remuneration
20251,687601,747
n/an/an/a
1,747
2024323 9 332 n/an/an/a332
YearGroup CEOTotal Earnings Paid BaseTaxable BenefitsSTISTI as % of MaximumLTIAdditional Payment
2025
John Journee
1,7471,60360
n/an/an/a
84
2024
John Journee
3323239
n/an/an/a
-
2024Nick Grayston4,220 1,354 123 567 --
2,176
2023Nick Grayston2,7931,5888118920%935
189
2022Nick Grayston3,5681,51310387797%1,075
-
2021Nick Grayston2,3781,46169--848
-
REMUNERATION REPORT
1. CEO Remuneration ($ 000s)
2. Five-year Summary of CEO Remuneration ($ 000s)
Explanation of the above items:
1. John Journee joined the Group in May 2024 as Interim Group Chief Executive Officer. John Journee’s remuneration is solely fixed remuneration with no STI or
LTI available. John Journee stepped down on 31 July 2025 and Mark Stirton commenced as the new Group Chief Executive Officer on 1 August 2025.
2. The actual remuneration paid includes holiday pay paid as per New Zealand legislation.
3. Taxable benefits are the value of employer KiwiSaver contributions.
4. The $84,000 additional payment in FY25 was the payout of holiday pay at the end of John Journee’s employment.
5. In FY25 Nick Grayston received a reimbursement of relocation expenses of $100,000, which was agreed at the time of his departure.
3. Breakdown of John Journee’s Interim Group Chief Executive Officer Remuneration Package Structure (2025) ($000s)
Remuneration Component
Description
Target Value
Fixed Remuneration*Annual Base Salary1,600
KiwiSaver annualised48
Short-term Incentives (STI)Target value of STINot included in remuneration package
Long-term Incentives (LTI)Target value of LTINot included in remuneration package
Annual Total PackageAnnual Total Package at Target1,648
*The $1,687,000 shown in Section 1 includes holiday pay paid out to John Journee.
4. Five-year summary of Total Shareholder Return (TSR) Performance
Five-year summary TSR percentage
-40%
-60%
-20%
0%
20%
40%
60%
80%
100%
74.9%
-41.5%-41.5%
FY21
2.5%
FY22
-13.9%
FY24FY23FY25
The Warehouse Group Annual Report 20257475Governance Report
Year Invited% of SalarySettlementPerformance PeriodMeasure
FY2440%CashAugust 2023 to July 2026
Absolute TSR against the Company’s cost of equity plus 1% over a
three-year performance period
FY2540%CashAugust 2024 to July 2027
Absolute TSR against the Company’s cost of equity plus 1% over a
three-year performance period
DescriptionPerformance Measures
1. TSR MethodologyTotal Shareholder Return has been calculated as the movement in the share price during the period plus any dividends paid.
2. Board DiscretionNone exercised.
3. OmissionsNo information has been omitted relating to CEO remuneration.
4. Any Other ItemsThere are no other items payable to the CEO that have not been disclosed.
5. BenefitsThere are no benefits attributable to the CEO due to any loans made.
6. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.
7. Related PartiesNo related parties are involved with the CEO remuneration.
* These LTI grants were awarded while Mark Stirton was the Group Chief Financial Officer.
The ratio of CEO total remuneration to the median The Warehouse Group employee total remuneration paid in FY25 is 29:1. This ratio reflects the fact that
approximately 80% of The Warehouse Group’s 10,000 team members are employed in its stores and distribution centres and are paid retail market rates for
those roles.
The CEO's total remuneration decreased by 21.5% while the median employee remuneration increased 6.6% in FY25, resulting in a compensation ratio of
-3.3, being the ratio of percentage decrease in CEO total compensation to the percentage increase in median total compensation for all employees.
The above numbers have been calculated using CEO remuneration paid to John Journee in FY25 compared to the annualised CEO remuneration paid to
Nick Grayston in FY24, excluding termination payments paid in FY24.
6. Mark Stirton’s LTI Schemes
7. Required Disclosures per Guidelines
CORPORATE GOVERNANCE
Remuneration Component
Description
Value with Incentives
at On-Target Payout
Value with Incentives
at Maximum Payout
Fixed Remuneration*Annual Base Salary 1,200 1,200
KiwiSaver annualised 3636
Short-Term Incentive (STI)
Cash-based STI shown at on-target and
at maxiumum (120%)
600720
Long-Term Incentive (LTI) Cash-based LTI shown at on-target and
at maximum (150%)
600900
Annual Total PackageAnnual Total Fixed plus
Incentive Remuneration
2,4362,856
5. Breakdown of Mark Stirton’s Group Chief Executive Officer’s Potential Remuneration
and Pay for Performance (2026) ($000s)
*For FY26 Mark Stirton will be guaranteed 50% of his on-target STI dollar amount. Half of the FY26 STI guarantee, on an after-tax basis, must be invested in Company shares and
held for the duration of Mark Stirton’s tenure as Group Chief Executive Officer. Further investment in Company shares will be required in FY27 and FY28.
Remuneration
($ 000)
Number of
Team Members
100 – 110119
110 – 120104
120 – 13081
130 – 14074
140 – 15065
150 – 16040
160 – 17026
170 – 18033
180 – 19037
190 – 20018
200 – 21013
210 – 22019
220 – 23012
230 – 2407
Remuneration
($ 000)
Number of
Team Members
240 – 2507
250 – 2606
260 – 2704
270 – 2805
280 – 2903
290 – 3001
300 – 3101
310 – 3203
320 – 3304
330 – 3402
360 – 3701
370 – 3804
380 – 390
2
400 – 4101
Remuneration
($ 000)
Number of
Team Members
410 – 4202
420 – 4302
450 – 4601
460 – 4802
480 – 4901
490 – 5001
500 – 5102
510 – 5203
540 – 5501
710 – 7201
750 – 7601
770 – 7801
1,130 – 1,1401
TEAM MEMBERS’ REMUNERATION
Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being
Directors or former Directors, who received remuneration and other benefits valued at, or exceeding $100,000, during the accounting period.
Remuneration includes redundancy payments and termination payments made during the year to 29 Team Members, 10 of which would not otherwise
have been included in the table reported below.
Principle 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.”
Risk Management Framework
Risk is the chance of something happening that will have an impact on
business objectives. Having established an acceptable risk tolerance,
the Company’s approach is to identify, analyse, evaluate and appropriately
manage risk in the business.
Material Risks Identified
Information on material risks the Company faces and how they are managed
is set out on pages 18 to 19 of this Annual Report.
Risk Management Roles and Responsibilities
The Board is responsible for reviewing and approving the Company’s risk
management strategy. The Board delegates day-to-day management of
risk to the Group CEO, who may further delegate such responsibilities
to executive and other officers. Inherent in this delegation is the belief
that responsibility for managing risks in the business is the domain of the
business unit.
Risk Monitoring and Evaluation
While the Board is ultimately responsible for the risk management of
the Company, the Audit and Risk Committee reviews the reports of
Management and the external and internal auditors on the effectiveness
of systems for internal control, financial reporting and risk management.
To assist in discharging this responsibility, the Board has in place a number
of strategies designed to safeguard the Company’s assets and interests and
ensure the integrity of reporting. These reports include quarterly reviews of
store audit results and quarterly reports on internal audit findings.
Health and Safety
The Company’s approach and process on health and safety matters are set
out on page 16 of The Warehouse Group Sustainability Report which can be
found on its website www.thewarehousegroup.co.nz
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the
Constitution of the Company, the Company has provided insurance for,
and indemnities to, Directors and certain employees of the Company and
its subsidiaries for losses from actions undertaken in the course of their
legitimate duties.
Principle 7 – AUDITORS
“The Board should ensure the quality and independence of the
external audit process.”
Approach to Audit Governance
The independence of the external auditor is of particular
importance to shareholders and the Board. The Audit and Risk
Committee is responsible for overseeing the external audit of the
Company. Accordingly, it monitors developments in the areas of
audit to ensure its policies and practices are consistent with best
practice in these areas.
The Board has adopted a policy on audit independence, the key
elements of which are:
• The external auditor must remain independent of the Company at
all times and must comply with all relevant ethical requirements and
professional standards regarding independence
• The external auditor must monitor its independence and annually
report to the Board that it has remained independent
• The audit firm is permitted to provide certain non-audit services,
set out in the Audit and Risk Committee Charter, that are
not considered to be in conflict with the preservation of the
independence of the auditor
• The Audit and Risk Committee must approve all non-audit work
assignments that are awarded to an external auditor, and the value of
non-audit work must be reported at every Board meeting.
Engagement of the External Auditor
PwC was appointed by the Company’s shareholders at the 2004
Annual Shareholders’ Meeting in accordance with the provisions of the
Companies Act 1993 (Act). PwC is automatically reappointed as auditor
under section 207T of the Act.
Attendance at the Annual Shareholders' Meeting
PwC, as auditor of the 2025 Financial Statements, has been invited to
attend this year’s Annual Shareholders’ Meeting and will be available
to answer questions about the conduct of the audit, preparation
and content of the auditor's report, accounting policies adopted by
the Company and the independence of the auditor in relation to the
conduct of the audit.
The Company’s corporate legal advisors, Russell McVeagh, will also
attend the Annual Shareholders’ Meeting.
The Warehouse Group Annual Report 20257677Governance Report
Internal Audit
The Company has an internal audit function that is independent of the
Company’s external auditors. The internal audit function of the Company is
undertaken by the Company’s own internal audit team with the assistance of a
co-source internal audit partner. KPMG replaced Ernst & Young as the Company’s
co-source internal audit partner during the 2025 financial year. The internal audit
team reports to, and is directed by, the Audit and Risk Committee.
Each year, the internal audit programme is approved by the Audit and Risk
Committee. The programme of audit work considers significant areas of business
risk in the Company and is developed following discussions with Management,
review of business changes and major projects that are planned or currently
under way, and consideration of strategic risks relevant to the Company.
The role of internal audit is to:
• Evaluate the design and operating effectiveness of controls governing key
operations, processes and business risks
• Provide the Board with an assessment, independent of Management, as to
the adequacy of those internal operating and financial controls
• Assist the Board in meeting its corporate governance and regulatory
responsibilities.
Principle 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 Company’s website contains a comprehensive set of investor-related
material and data, including a link to NZX disclosures and media releases,
interim and annual reports, shareholder meeting materials and the
Company’s governance charters and policies.
The Company has an investor relations programme which includes
communication through:
• Periodic and continuous disclosure to the NZX
• Annual reports
• Climate-related disclosure/sustainability reports
• The Annual Shareholders’ Meeting
• The Company’s website, which includes financial and operational
information, and key corporate governance information
• Analyst and investor briefings and roadshows.
Engagement with Investors
The Company values its dialogue with strategic stakeholders,
institutional and retail investors, and research analysts, and believes
effective engagement benefits both the Company and investors.
Annual Shareholders' Meetings, analyst and investor briefings and
roadshows provide an important opportunity for this dialogue.
Shareholders also have the opportunity to submit questions and
comments through investors@thewarehouse.co.nz.
Website
The Company’s website contains a comprehensive set of investor-
related material and data, including NZX disclosures and media
releases, interim and annual reports, a link to shareholder meeting
materials and the Company’s governance charters and policies.
Annual Shareholders' Meeting (ASM)
The ASM provides an opportunity for Directors, the Group CEO,
the executive leadership team, and the Company’s external auditor to
meet shareholders and answer any questions they may have. The ASM
is held at a convenient time and location. The 2024 ASM was held
on 22 November 2024. The Notice of Annual Shareholders’ Meeting
was published on 24 October 2024. The 2025 ASM will be held on
28 November 2025.
In accordance with the Companies Act 1993 and NZX Listing Rules, the
Company refers any significant matters to shareholders for approval at
the ASM, and shareholders are given the opportunity to vote by proxy
ahead of the meeting or by polling if attending the meeting in person
or online.
ELECTRONIC COMMUNICATION
The Company continues to prioritise electronic reporting as part of
its commitment to cost effectiveness and minimising environmental
impact. Shareholders can request a copy of the Annual Report to be
sent to them free of charge by contacting MUFG Pension & Market
Services, the Company's share registrar. Shareholders are encouraged
to provide their email addresses to MUFG Pension & Market Services to
enable them to receive all shareholder materials electronically.
MUFG Pension & Market Services
Telephone: +64 9 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
CORPORATE GOVERNANCE
CELEBRATING DIVERSITY AND INCLUSION
Diversity of gender, skill, age, experience and beliefs are valued and the
provision of equal opportunities for all employees and those looking to
join the Company is fundamental to the way we operate as a business.
For the year ended 3 August 2025 the Board is satisfied that the Company
achieved its gender diversity objectives and other measurable objectives,
with the exception of senior leadership which was 5% below the objective.
Details regarding the Company’s Diversity and Inclusion Policy, goals and
performance criteria are detailed below.
The Group strives to create a workplace where our people can bring
their whole selves to work. Not only is this the right thing to do for our
team members, we also believe that a diverse team and an inclusive
workplace leads to more innovation, better decision-making, more
opportunities for all our people and the communities in which we
operate, and better performance outcomes for the Company. That is
why we’re committed to continuously identifying ways we can improve
diversity and inclusivity. For further commentary on diversity and
inclusion, refer to the Our People section of The Warehouse Group
Sustainablility Report.
AREA OF
FOCUS
GENDER
ObjectiveImprove representation of women at senior levels of the business
Target20242025
50% of senior
leadership
roles held by
women
Female representation
by role
Female MaleGender
diverse/
not
disclosed
Total % of
female
Female MaleGender
diverse/
not
disclosed
Total % of
female
Board 35 – 8 37.5% 3 4 – 7 42.9%
Executives 2 5 – 7 28.6% 2 5 – 7 28.6%
Direct report to executive
leadership team
21 21 – 4250.0% 17 18 – 35 48.6%
Total leadership
2326 – 49 46.9% 19 23 – 4245.2%
Other 5,5234,13039,65657.2% 5,4854,052109,54757.5%
Total employees
(excluding Board)
5,5464,15639,70557.1%5,504 4,075 10 9,58957.4%
Female representation
by employee status
Female MaleGender
diverse/
not
disclosed
Total % of
female
Female MaleGender
diverse/
not
disclosed
Total % of
female
Permanent4,6463,43628,084 57.5% 4,566 3,4349 8 7,92357.6%
Fixed term6036–9662.5% 72 37 – 10966.1%
84068411,52555.1%
Casual 866 689 2 1,557 55.6%
Female representation
by full/part-time
employment
Female MaleGender
diverse/
not
disclosed
Total % of
female
Female MaleGender
diverse/
not
disclosed
Total % of
female
Full-time2,5792,19934,78153.9%
Part-time2,0591,18753,25163.3%
Casual86668921,55755.6%
100% Gender
pay equity
(undisclosed
gender data is
not included)
Category Median pay ratio Median
pay gap
Number of
employees in
each category
Median pay ratio Median
pay gap
The Warehouse Group
– Total
9,703100%0.0%9,578100%0.0%
Leadership 49103%-3.0%3483.0%17.0%
SSO1,01484.0%16.0%87485.0%15.0%
Stores 7,899100%0.0%8,212100%0.0%
Distribution Centres74193.0%7.0%45897.0%3.0%
AREA OF
FOCUS
AGE
20242025
2,6702,3094,97953.6%–
2,0361,1633,20163.6%2
8406841,52555.1%1
Actual as at 3 August 2025 (based on employee headcount)
Age representation
Board
Executives
Direct report to executive leadership team
Other
Total (106 were non-disclosed in FY25)
Under 30
years old
30–50
years old
Over 50
years old
# % # % # %
– – 3 37.5% 5 62.5%
– – 4 40.0% 660.0%
– – 2666.7% 1333.3%
4,47246.3% 3,22733.4% 1,93620.1%
4,472 46.1%3,26033.6% 1,96020.2%
Under 30
years old
30–50
years old
Over 50
years old
# % # % # %
– – 3 42.9% 457.1%
– – 457.1% 342.9%
– – 21 60.0% 14 40.0%
4,427 46.4% 3,20733.6% 1,90820.0%
4,427 46.2% 3,23533.7% 1,929
20.1%
Stefan Knight (Group Chief Financial Officer) and Shayne Tong (Group Chief Digital and Transformation Officer) are members of the
Executive Leadership Team at the date of this Report, but were employed after the year end of 3 August 2025.
Number of
employees in
each category
The Warehouse Group Annual Report 20257879Statutory Disclosures
DISCLOSURES OF INTERESTS BY DIRECTORS
General disclosures
The following are particulars of general disclosures of interest given by the Directors of The Warehouse Group Limited pursuant to section 140(2) of the
Companies Act 1993 during FY25.
DirectorEntityInterest
Dame Joan Withers
ANZ Bank New Zealand Limited
On Being Bold Limited
Sky Network Television Limited
Sweet Louise Foundation
Origin Energy Limited
Director
Director
Director
Trustee
Director
Antony Carter
The Interiors Group HoldCo Limited
Skin Institute Holding Company Limited
Datacom Group Limited
TR Group Limited
My Food Bag Group Limited
Ravensdown Limited
Capital Solutions Limited
Capital Training Limited
Loughborough Investments Limited
Maurice Carter Charitable Trust
Tony and Frances Carter Family Trust
Antony Carter Family Trust No 2
Chair
Chair
Chair
Chair
Chair
Director
Board Advisor
Advisor
Director and shareholder
Trustee
Trustee
Trustee
John Journee
Farmlands Society
Colonial Motor Company Limited
CMC Workplace Savings Scheme Trustee Limited
Vanishing Point Limited
Data Insights Group Limited
Director
Director
Director
Director
Advisory Board Member
Dean Hamilton
Fulton Hogan Limited
Auckland International Airport Limited
Tappenden Holdings Limited
Ryman Healthcare Limited
Chair and shareholder
Director and shareholder
Director
Chair and shareholder
Caroline Rainsford
Google New Zealand
Otereti Limited
Auckland Art Gallery Toi o Tāmaki
Country Director New Zealand
Director
Advisory Committee Member
Rachel Taulelei
Wellington Regional Stadium Trust
Wellington International Airport Limited
Oho 2021 Limited
ANZCO Foods Limited
Aotearoa Fisheries Limited t/a Moana New Zealand
Kura Limited
Sealord Group Limited
CWBG Limited
Fonterra Sustainability Panel
Tokomanawa Queens Foundation
Huia Publishing
Chair
Appointed a Director
Director and shareholder
Director
Director and Chair
Director
Director
Director and shareholder
Chair
Chair
Advisory Board Member
Robert Tindall
The Tindall Foundation
Finn Lowery Foundation
Foundation Services Limited
K One W One Limited and related companies
Trustee
Trustee
Director
Director
Antony Balfour
1
Les Mills International Limited
RealNZ Limited
Pioneer Energy Limited
Ravensdown Ventures Limited
Pulse Energy
Director and shareholder
Director
Director
Director
Advisory Board Member
STATUTORY DISCLOSURES
1
Ceased to be a Director on 22 November 2024. Disclosures detailed are as at this date.
As at 3 August 2025 Directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013)
in the Company shares as follows:
Beneficial InterestBeneficial InterestNon-beneficial InterestNon-beneficial Interest
2025202420252024
Dame J Withers1115,419115,4192,508,932
1,493,057
A Carter40,00020,000
D Hamilton123,50023,5001,493,057
1,493,057
J Journee172,000172,000
R Tindall24,8004,80073,920,496
73,920,496
1
Relevant interest as shareholder of The Warehouse Management Trustee Company Limited and The Warehouse Management Trustee Company No.2 Limited, which each
hold shares for the purposes of employee incentive schemes.
2
Relevant interest as trustee of The Tindall Foundation Inc.
SHARE DEALINGS BY DIRECTORS
During the financial year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant
interest in shares as follows:
Share Transaction
Nature of Relevant
Interest
Date of
Transaction
Number of
Ordinary Shares
Acquired/
(Disposed of)Consideration
A Carter
Beneficial owner7 October 2024
20,000
On-market purchase of ordinary shares
at a price of $1.18 per share
A Balfour Non-beneficial owner23 November 2024 (1,015,875)
Off-market transfer of 34% of the shares in
The Warehouse Management Trustee Company
Limited (which holds shares in the Company for the
purpose of the employee incentive scheme)
Dame J Withers1
Non-beneficial owner23 November 20241,015,875
Off market transfer of 34% of the shares in
The Warehouse Management Trustee Company
Limited (which holds shares in the Company for the
purpose of the employee incentive scheme)
Note: The shareholding of New Zealand Central Securities Depository Limited (NZCSD) has been reallocated to the applicable members of NZCSD.
TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 3 AUGUST 2025
NameNumber of Ordinary SharesPercentage of Ordinary Shares
Sir Stephen Robert Tindall 93,687,09627.01
The Tindall Foundation Inc 73,920,49621.31
James Pascoe Investments Limited 69,333,94019.99
HSBC Nominees A/C NZ Superannuation Fund
Nominees Limited - NZCSD
12,006,7763.46
New Zealand Depository Nominee Limited 8,633,918 2.49
Stephen Robert Tindall & John Richard Avery
& Brian Mayo-Smith
3,778,149 1.09
Robert George Tindall & Stephen Robert Tindall
& Pupuke Trustee Limited
3,455,103 1.00
Accident Compensation Corporation - NZCSD 3,287,169 0.95
ASB Nominees Limited2,650,000 0.76
Forsyth Barr Custodians Limited 2,282,223 0.66
Citibank Nominees (New Zealand) Limited -
NZCSD
2,046,081 0.59
Custodial Services Limited 1,863,970 0.54
David George Harper & Karen Elizabeth Harper 1,070,000 0.31
Rainer Huebner & Shanti Huebner 915,000 0.26
Paul Hughes & Tajrena Alexi &
Cr Trustees Limited
800,000 0.23
Stephen Robert Tindall & John Richard Avery
& Brian Mayo-Smith
752,7980.22
The Warehouse Management Trustee Company
Limited
667,1740.19
James Raymond Holdings Limited 600,0000.17
FNZ Custodians Limited584,3660.17
Masfen Securities Limited 575,0000.17
Total282,909,25981.57
1
Dame J Withers held 33% of the shares in The Warehouse Management Trustee Company Limited prior to this acquisition of an additional 34% of the shares. She now holds 67%
of the shares in that company. As such, prior to this acquisition she already had a relevant interest in the 1,015,875 shares in the Company that The Warehouse Management
Trustee Company Limited holds. As a result of this acquisition, she has increased that relevant interest.
The Warehouse Group Annual Report 20258081Statutory Disclosures
Size of ShareholdingNumber of Shareholders PercentageNumber of Shares Percentage
1 – 1,0004,01542.13% 2,096,9290.60%
1,001 – 5,0003,340 35.04% 8,722,189 2.51%
5,001 – 10,000996 10.45% 7,649,058 2.21%
10,001 – 100,0001,07311.26% 27,578,7047.95%
100,001 – 500,00085
0.89%
16,814,818
4.85%
500,001 and over220.23% 283,981,42281.88%
9,531 100%346,843,120 100%
DISTRIBUTION OF SHAREHOLDINGS AS AT 3 AUGUST 2025
Relevant Interest (Ordinary Shares)Percentage
Sir Stephen Tindall 93,687,09627.01%
The Tindall Foundation Inc73,920,496 21.31%
James Pascoe Investments Limited69,333,940 19.99%
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 3 August 2025, the substantial product holders in the
Company and their relevant interests are noted below:
CompanyDirectors
1-Day Liquor LimitedM Stirton
Altitude NZ Limited (previously Torpedo7 Limited)
J Journee, M Stirton
Bond and Bond LimitedM Stirton, B Moors
Boye Developments LimitedM Stirton, B Moors
Chocolateworks NZ LimitedA Razey, J Andersen, C Cole, J Hempstead, S Roest, K McKenzie (R)
Eldamos Investments LimitedM Stirton, B Moors
Eldamos Nominees LimitedM Stirton
Farran (Nine) LimitedM Stirton, M Davey, G Helsby, G Lane
Lincoln West LimitedM Stirton, M Davey, G Helsby, G Lane
Noel Leeming Finance LimitedB Moors
Noel Leeming Financial Services LimitedM Stirton, B Moors
Noel Leeming Furniture LimitedM Stirton, B Moors
Noel Leeming LimitedM Stirton, B Moors
The Book Depot LimitedM Stirton
The Warehouse Card LimitedM Stirton
The Warehouse Group Support Services LimitedM Stirton
The Warehouse Investments LimitedM Stirton
The Warehouse LimitedJ Journee, M Stirton
The Warehouse Management Trustee Company LimitedDame J Withers, D Hamilton, A Balfour (R)
The Warehouse Management Trustee Company No.2 LimitedDame J Withers, D Hamilton, A Balfour (R)
The Warehouse Nominees LimitedM Stirton, B Moors
The Warehouse Planit Trustees LimitedDame J Withers
The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, B Moors, K Kramer (R)
TWGI Operations LimitedM Stirton
TWGA Pty LtdI McGill, B Moors
TW House Sourcing Private Limited (India)M Anderton, C Srinivasan, B Moors, T Benyon (R), K Kramer (R)
TWL Australia Pty LimitedI McGill, B Moors
TWP No.1 LimitedM Stirton
TWP No.4 LimitedM Stirton, B Moors
TWP No.5 LimitedM Stirton, B Moors
Warehouse Stationery LimitedB Moors
SUBSIDIARY COMPANY DIRECTORS
The following people held office as Directors of subsidiary companies at 3 August 2025. Those who retired during the year are indicated with an (R).
STOCK EXCHANGE LISTING
The ordinary shares of The Warehouse Group Limited are listed on the
New Zealand Exchange (NZX).
ORDINARY SHARES
The total number of voting securities of the Company on issue on
3 August 2025 was 346,843,120 fully paid ordinary shares.
RIGHTS ATTACHING TO SHARES
Clauses 20-22 of the Company’s Constitution set out the voting rights of
shareholders. Ordinary shares in the Company each carry a right to vote on
a poll at any general meeting of shareholders on any resolution. Holders of
ordinary shares may vote at a meeting in person, or by proxy, representative
or attorney. Voting may be conducted by voice, a show of hands or a poll.
Each of the Company’s ordinary shares entitles the holder to one vote.
ESCROW
Apart from the shares held under the Staff Purchase Plan, the Company has
no securities subject to an escrow agreement.
DONATIONS
In accordance with section 211(1)(h) of the Companies Act 1993, the Company
records that it donated $18,000 (2024: $40,000) to various charities during
the year. In line with Board policy, no political contributions were made
during the year.
DIVIDENDS ON ORDINARY SHARES
The Warehouse Group Limited has paid dividends on its ordinary shares
most years since listing on the NZX in 1994, with the exception of 2020
due to the COVID-19 disruption to business. The Group’s current Dividend
Policy was approved by the Board in March 2021. The Group’s Dividend
Policy is to distribute at least 70% of the Group’s full-year adjusted net
profit, at the discretion of the Board and subject to trading performance,
market conditions and liquidity requirements.
The Board did not declare a final dividend for the financial year ended
3 August 2025.
AUDITOR
PricewaterhouseCoopers has continued to act as auditor of the Company
and has undertaken the audit of the financial statements for the year
ended 3 August 2025.
DISCIPLINARY ACTION
NZX has not taken any disciplinary action against the Company during
the period under review.
NZX WAIVERS
No waivers have been granted and published by NZX or relied
upon by the Company in the 12 months immediately preceding
The Warehouse Group Limited's balance date.
Holders of each class of equity security as at 3 August 2025
Class of Equity Security
Number of
Holders
Number of
Shares or Rights
Ordinary shares9,531 346,843,120
Dividends2025 2024202320222021
Interim - 5.0-10.013.0
Special----5.0
Final--8.010.017.5
Total-5.08020.035.5
The Warehouse Group Annual Report 20258283Directory
Board of Directors
Dame Joan Withers
John Journee
Rachel Taulelei
Antony (Tony) Carter
Robert (Robbie) Tindall
Dean Hamilton
Caroline Rainsford
Group Chief Executive Officer
Mark Stirton
Group Chief Financial Officer
Stefan Knight
Company Secretary
Silv Roest
Place of Business
26 The Warehouse Way
Northcote, Auckland 0627
PO Box 33470, Takapuna
Auckland 0740, New Zealand
Telephone: +64 9 489 7000
Facsimile: +64 9 489 7444
Website: www.thewarehousegroup.co.nz
Registered Office
C/ – BDO
Level 4, 4 Graham Street
PO Box 2219
Auckland 1140, New Zealand
New Zealand Business Number (NZBN)
New Zealand Incorporation: 9429038766633
Auditor
PricewaterhouseCoopers
Private Bag 92162
Auckland 1142, New Zealand
Stock Exchange Listing
NZX trading code: WHS
Share Registrar
MUFG Pension & Market Services (MPMS)
Level 30, PwC Tower, 15 Customs Street West
Auckland 1010
Phone: +64 (09) 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
Website: nz.investorcentre.mpms.mufg.com
Shareholder Enquiries
If you have any general shareholder enquiries, including questions or
comments on this Report, please contact investors@thewarehouse.co.nz.
Shareholders with enquiries regarding share transactions, change of address,
or dividend payments should contact the Share Registrar, per contact details
above. Shareholdings can be managed electronically by using MUFG’s
secure website, www.nz.investorcentre.mpms.mufg.com
DIRECTORY
THEWAREHOUSEGROUP.CO.NZ
To build
exceptional retail brands
that customers love, our team take
pride in, and deliver sustainable
shareholder returns
---
Results for announcement to the market
Name of issuer The Warehouse Group Limited
Reporting Period 53 weeks to 3 August 2025
Previous Reporting Period 52 weeks to 28 July 2024
Currency New Zealand dollars
$3,086,725
$3,086,725
$(2,764)
$(2,764)
Final Dividend
Record Date Not Applicable
Dividend Payment Date Not Applicable
Contact phone number
Contact email address Stefan.Knight@twgroup.co.nz
Date of release through MAP
Audited financial statements accompany this announcement.
Note:
1. The total net loss and total revenue percentage change amounts (above) include continuing and discontinued operations.
Revenue from continuing
operations
up 1.6 %
The Warehouse Group Limited
Results for announcement (for Equity and Debt Security issuer)
Amount (000s)Percentage change
Total Revenue
1
down (1.5)%
Net profit/(loss) from
continuing operations
down (145.1)%
Total net profit/(loss)
1
up 94.9 %
Amount per Quoted Equity
Security
Not Applicable
Imputed amount per
Quoted Equity Security
Not Applicable
Current periodPrior comparable period
Net tangible assets per
Quoted Equity Security (in dollars
and cents per security)
$0.464 (03 August 2025) $0.439 (28 July 2024)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
The investor presentation and media release which accompany this
announcement, provide information and commentary to explain the financial
performance of the Group for the 53 week period ended 3 August 2025.
02 October 2025
Authority for this announcement
Name of person authorised to
make this announcement
Stefan Knight (Group Chief Financial Officer)
Contact person for this
announcement
Stefan Knight (Group Chief Financial Officer)
(09) 489 7000
---
FOR THE REPORTING PERIOD
29 JULY 2024 TO 3 AUGUST 2025
SUSTAINABILITY
REPORT
THE WAREHOUSE GROUPTHE WAREHOUSE GROUP
TABLE OF CONTENTS
2025
Introduction 03
About this report 03
CEO Introduction 04
Environmental and Social Sustainability (ESS)
Committee Review 05
Highlights from the Year 06
Our Approach to Sustainability 07
About The Warehouse Group 08
Our Sustainable Living Plan 09
Our People 13
Culture, Engagement and Inclusion 14
Wellbeing and Belonging 16
Our Relationships 17
Our Communities 18
Trading Ethically 20
Climate-related Disclosures 24
Statement of Compliance 25
Governance 26
Strategy 29
Risk Management 43
Metrics and Targets 44
Global Reporting Initiative (GRI) Report
and Content Index
49
Appendices 59
Appendix 1 – Climate-related Disclosures
Adoption Provisions and Index 60
Appendix 2 – Greenhouse Gas Emissions
Inventory Criteria 63
Appendix 3 – The Warehouse Group Base
Year Recalculation Policy 73
Appendix 4 – Initiatives and Associations 74
Appendix 5 – Independent Limited
Assurance Report 75
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OUR APPROACH TO
SUSTAINABILITY
OUR PEOPLEOUR RELATIONSHIPS
CLIMATE-RELATED
DISCLOSURES
GRI STANDARDS
INDEX
APPENDICES
THE
WAREHOUSE
GROUP
Reporting entity
The Warehouse Group’s (“the Group”) Sustainability Report FY25 ("Report") provides
a view of our environmental and social sustainability (“sustainability”) performance
and activities, including our approach to managing climate change and how we are
transitioning to a lower carbon, more climate-resilient business that supports a just
transition.
This Report includes our second set of climate statements under New Zealand's
mandatory climate-related disclosures regime ("CRDs"), which have been prepared in
accordance with the Aotearoa New Zealand Climate Standards ("NZ CS") issued by the
External Reporting Board ("XRB").
The scope of the reporting entities in this Report aligns with the Group’s accompanying
FY25 Annual Report ("Annual Report") for the same reporting period, which can be
found at www.thewarehousegroup.co.nz/investor-centre/company-reports. References
to "we", "our", or "us" are references to the Group.
The Group’s balance date in FY25 is 3 August 2025, and this Report therefore relates to
the 53 week period 29 July 2024 to 3 August 2025. By comparison, the FY24 financial
year was for the 52 week period 31 July 2023 to 28 July 2024. The Group operates on
a weekly trading and reporting cycle which means most financial years represent a
52 week period. A 53 week catch-up year occurs once every 5 to 6 years and 2025 is
a catch-up year. Accordingly, this Report (including the FY25 CRDs) are not entirely
comparable with the Group’s FY24 CRDs.
All information and data in this Report is for the year ended 3 August 2025, unless
otherwise stated. Due to rounding, numbers within this report may not add up precisely
to the totals provided and percentages may not precisely reflect the absolute figures.
Where target completion years are stated (e.g. 2030, 2035, or 2040), they refer to the
end of the Group’s financial year for that period, unless otherwise stated.
Date published
This Report was published on 2 October 2025 and is available on the Group’s website
at https://www.thewarehousegroup.co.nz/investor-centre/company-reports.
Enquiries
If you have any questions or comments regarding this report, please contact
investors@thewarehouse.co.nz.
About this report
INTRODUCTION
1234567
CONTENTSINTRODUCTION
OUR APPROACH TO
SUSTAINABILITY
OUR PEOPLEOUR RELATIONSHIPS
CLIMATE-RELATED
DISCLOSURES
GRI STANDARDS
INDEX
APPENDICES
THE
WAREHOUSE
GROUP
INTRODUCTION
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CLIMATE-RELATED
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GRI STANDARDS
INDEX
APPENDICES
THE
WAREHOUSE
GROUP
When Sir Stephen Tindall founded The Warehouse more than
40 years ago, his vision was simple but powerful: to make
the desirable affordable for every New Zealander. That idea
transformed retail in this country and gave generations of
Kiwis access to what they needed to live better. It is a vision I
share, and it remains the compass guiding us as we restore the
strengths this business was built on.
I stepped into the role of CEO on 1 August, after serving as Chief
Financial Officer for the past 15 months. That experience gave
me a close-up view of both the challenges and the opportunities
ahead. Our Group purpose is clear: to build exceptional retail
brands that customers love, our team take pride in, and deliver
sustainable shareholder returns. Our ambition is to be a highly
desired retail stock.
To achieve this, we must continue investing in our team and
culture, and be guided by our values: Think Customer, Do Good,
Own It. Creating engaged teams with a high-performance
mindset is essential. When we get this right, culture and
performance go hand in hand. This year, we invested 46,103
hours in training our team, including programmes like Evolve,
which support high-performing Store Managers and frontline
leaders to expand their impact and value.
I am especially proud of how our teams and customers continue
to support our communities. Each year, we find new ways to
make a difference through national campaigns, local initiatives,
and moments where our brands and customers step in to
support Kiwis in need. This year, with the help of customers
and team members, we raised $2.4 million for charities and
community groups, bringing our total contribution since 1982 to
$88 million. These efforts are not side projects; they are core to
who we are.
"Environmental and social
sustainability is embedded in
our business. For us, it means
being affordably sustainable,
ensuring the right choice is
also the best value choice.
Our Sustainable Living Plan
anchors this commitment
across all our brands."
Sharper execution across the Group remains critical: cutting
waste, reducing costs, and improving margin. Every dollar
saved through efficiency is a dollar we can reinvest in better
prices, products, and experiences for our customers. For
example, trialling a cardboard baler in one of our stores this
year not only improved recycling but also demonstrated
the potential to save tens of thousands of dollars annually.
We need more of this thinking.
Environmental and social sustainability is embedded in our
business. For us, it means being affordably sustainable, ensuring
the right choice is also the best value choice. Our Sustainable
Living Plan anchors this commitment across all our brands.
Removing cost, carbon and waste from our value chain, sourcing
products ethically and responsibly makes commercial sense and
is right for our team, customers, and communities. Our continued
partnership with Lodestone Energy is a great example. It reduces
our environmental footprint, provides more certainty in energy
costs, and supports the expansion of New Zealand’s renewable
electricity capacity.
This Report outlines the progress we have made and the
direction we are heading. We are committed to staying focused
on our customers, proud of our team, and ambitious about what
comes next. Our momentum is growing, and the energy across
our teams is real as we reshape our role in New Zealand retail
and for the communities we serve.
Ngā mihi nui,
Mark Stirton –
Group Chief Executive Officer.
CEO Introduction
INTRODUCTION
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GRI STANDARDS
INDEX
APPENDICES
THE
WAREHOUSE
GROUP
Environmental and Social Sustainability (ESS)
Committee Review
As Chair of the Environmental and Social Sustainability
(ESS) Committee, I’m proud of the progress we’ve made on
sustainability across the Group and the effort to make it
easier for our customers. Since 2021, the Committee has
played a central role in guiding this journey. I was honoured
to step into the Chair role in February 2025, following
Rachel Taulelei, whose leadership has left a strong legacy
and she continues to bring her expertise as a member.
The business environment remains tough. Sometimes
sustainability can feel at odds with cost reduction and
profitability. For us, though, it’s never optional – it’s part of
who we are and a real driver of value. Doing the right thing
has guided this business for more than 40 years. Even as
sentiment softens elsewhere, we’re clear: delaying action
isn’t an option. We need to keep our focus on the long term –
building a stronger, more resilient business for the future.
Resetting our sustainability strategy
This year we focused on keeping our plans aligned with the
Group’s strategy. Our Sustainable Living Plan, launched in
2022, remains the framework for action.
We reviewed its structure to make sure it meets both
immediate needs and long-term goals. We reaffirmed its
vision: to make sustainable living easy and affordable for
everyone, but sharpened the focus of the four Building Blocks
and clarified executive accountabilities. We also confirmed
that these Building Blocks are underpinned by Responsible
Retail Foundations, such as ethical sourcing, culture, health
and safety, community engagement and governance. Long-
held practices in our business that were not fully reflected in
the first version of the Sustainable Living Plan.
Shaping our climate transition
A big milestone in FY25 was developing our first Climate
Transition Plan. The Committee confirmed the Sustainable
Living Plan as the platform for delivering climate-related
objectives and endorsed the strategic intent behind
transition planning.
The year reminded us through extreme weather events
here and overseas, that climate-related impacts are already
with us. These disruptions show why transition planning is
necessary.
We tracked progress on key CRD tasks such as a review
of our organisational boundaries and improvements to
our greenhouse gas (GHG) inventory. We welcomed the
addition of over 90 more stores and sites powered by
Lodestone Energy’s solar farms, further reducing our
Market-based Scope 2 emissions, while noting there’s more
to do on Scope 1 emissions and energy-efficiency. We also
improved our understanding of our Scope 3 emissions
ahead of potential new disclosure requirements in FY26,
including hearing from the Chair of the Scope 3 Peer Group,
who shared valuable global insights.
Embedding sustainability across
business and supply chains
The Committee received updates on product and packaging
improvements, engagement with suppliers on Scope 3
emissions, and landfill diversion and circularity initiatives like
The Good Drop clothing reuse and recycling programme with
The Salvation Army (see page 12).
We looked at proposals to refresh our community strategy
and how we engage customers on sustainability. Recent
Kantar research shows that, even though many Kiwis are
doing it tough, they still care about sustainability and expect
brands like ours to take on the heavy lifting. Yet, they also feel
that, despite our long-standing commitments and progress,
we are behind our competitors and peers. It is a clear
reminder that there’s more work to do – and an opportunity
to connect more strongly with both customers and team
members. This will be an area we continue to monitor.
Strengthening governance and
reporting
We strengthened how the ESS Committee, Audit & Risk
Committee and the Board and Management forums
collectively oversee and support sustainability, embedding it
more firmly in strategic discussions.
We also supported moving to this stand-alone Sustainability
Report in FY25, bringing together what would otherwise
have been three separate reports: components of our
Annual Report, Climate-Related Disclosures and Ethical
Sourcing Update. This isn’t new for us: from 2000 to 2012
we published stand-alone updates before folding them
into our Annual Report. With our refreshed framework now
embedding transition planning, we believe this format gives
our stakeholders clearer visibility and a more connected view
of progress.
Looking to the future
As this Report shows, much has been achieved, but there’s
still plenty to do. FY25 gave us stronger foundations – a
refreshed Sustainable Living Plan, our first Climate Transition
Plan, and closer governance alignment. I’m excited about the
progress we can make in the year ahead, and the Committee
will continue to support and challenge the business to keep
moving forward.
On behalf of Rachel, Dame Joan, John and myself,
thank you to the Management team and everyone who
contributed this year. Doing the right thing has always been
part of who we are and it remains central to the business
we’re building for the future.
Robbie Tindall
Chair of the ESS Committee
INTRODUCTION
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GRI STANDARDS
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APPENDICES
THE
WAREHOUSE
GROUP
Highlights from the year
INTRODUCTION
63%
of our electricity
matched with
electricity produced
by Lodestone
Energy’s solar farms
Scope 1 & 2 emissions
(market-based)
(compared to
FY23 base year)
45%
of operational waste
from landfill
79%
We have
diverted
(FY24: 78%)
66%
(up from 55% in FY24)
Private-label sales
with packaging that
meet our sustainability
requirements
of post-consumer
waste collected
(up from 257 tonnes in FY24)
283tonnes
5
Number of stores
The Good Drop
clothing reuse and
recycling drop-offs
launched in FY25
raised for NZ
charities and
communities
in FY25
$
2.4m
40%
Private-label products sold
had at least one approved
sustainability attribute
(the same as FY24)
63
Factories representing 34%
of offshore private-label
spend completed verified
carbon assessments
489
social and
environmental
factory
assessments
completed
Gender pay
equity
100%
(FY24: 100%)
eNPS
36.0pts
(FY24 18.2pts)¹
Inaugural climate
transition plan
developed
1. eNPS score in FY25 and FY24 excludes DC team members as these were not surveyed in FY25, so have been
excluded in both years. FY24 reported eNPS was 19.6 including all team members.
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INDEX
APPENDICES
THE
WAREHOUSE
GROUP
SUSTAINABILITY
Our Approach to
OUR APPROACH TO
SUSTAINABILITY
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THE
WAREHOUSE
GROUP
About The Warehouse
Group
The Group was founded by Sir Stephen Tindall in 1982, and
has evolved from a single The Warehouse store, to become
one of the largest retailing groups in New Zealand. Our
brands include The Warehouse, Warehouse Stationery and
Noel Leeming.
We have 216 retail stores across New Zealand, as well as
online stores and apps, and our own distribution centres.
We also have three overseas sourcing offices located in
China, Bangladesh and India. We are a people-centred
business with more than 10,000 team members across our
locations, serving more than one million Kiwis in our stores
each week.
Our purpose is to build exceptional retail brands that
customers love, our team take pride in, and deliver
sustainable shareholder returns. Our ambition is to be highly
desired retail stock.
We’re focused on delivering the best products at the best
price, with outstanding customer experiences to achieve
our objectives and to deliver on our long-term strategy and
growth for our shareholders and all stakeholders.
From the beginning, we’ve aimed to be a company that
cares – putting people first, supporting our communities,
and working towards a more sustainable future. We know
sustainability matters to many of our customers, but we
also recognise that many are finding it tougher than ever to
make ends meet. Our aspiration has always been to enhance
quality of life in New Zealand by making the desirable
affordable – and that aspiration remains at the heart of our
business today.
Our value chain
We run a straightforward retail model: we buy, move and sell.
Across our family of brands – The Warehouse, Warehouse
Stationery and Noel Leeming – we source from local
and international suppliers, move products through our
distribution network, and sell nationwide through stores
and online.
Our offer spans everyday essentials and groceries, clothing,
homeware, toys, consumer electronics and whiteware, plus
complex technology products and services (e.g. installation,
repair and protection plans). We sell a mix of private label
and well-known third-party brands, serving both household
shoppers and commercial customers such as insurers,
government agencies, schools and businesses.
OUR GROUP DIRECTION
OUR PURPOSE
AMBITION
The Warehouse Group will strengthen and grow its three
New Zealand retail brands, enabling each to lead in
its market while leveraging shared services, platforms,
and capital efficiencies.
To build exceptional retail brands
that customers love, our team take pride in,
and deliver sustainable shareholder returns
Be a highly desired retail stock
Think Customer • Do Good • Own It
VALU ES
OUR APPROACH TO
SUSTAINABILITY
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In 2022 we launched our Sustainable Living Plan, which sets
out the actions we intend to take to support our vision to make
sustainable living easy and affordable. We established four
focus areas – or Building Blocks – focused on delivering specific
outcomes across products and supply chains, for customers,
circularity, and our own operations.
This year we reviewed the plan to ensure it remains aligned with
the Group’s strategy – addressing immediate needs and long-term
goals. We reaffirmed its vision to make sustainable living easy and
affordable for everyone and sharpened the focus of the Building
Blocks by setting out 12 action areas.
These are underpinned by our Responsible Retail Foundations,
such as ethical sourcing, culture, health and safety, community
engagement and governance – long-standing practices that give
us our licence to operate. These were not fully reflected when the
Plan was first launched, but they remain as critical as ever. They
provide the trust, resilience and credibility we need to deliver on
our ambitions for products, customers and operations.
The Sustainable Living Plan also provides the foundation for
our Climate Transition Plan, guiding our journey to becoming a
lower-carbon, more climate-resilient business that supports a
just transition.
What follows is a summary of progress against the goals under
each Building Block. With many goals reset this year, some areas
are still in early stages, while others are well on plan.
Sustainable
Living Solutions
Product
Sustainability
Leadership
Running a more
Sustainable Operation
OUR ‘RESET’ SUSTAINABLE LIVING PLAN
Four transformational Building Blocks & goals underpinned by key responsible retail foundations:
VISION: To make sustainable living easy and affordable for everyone
We will improve the sustainability of our
products and aim to cut GHG emissions across
our value chain in line with climate science.
We will offer a range of innovative solutions
that aim to help our customers live a more
sustainable lifestyle.
We will provide a range of solutions that aim
to help products last longer and reduce post-
consumer waste going to landfill.
We will improve the sustainability performance of
our operations and aim to reduce our operational
GHG emissions to zero
.
Value Chain Emissions
Product Sustainability Attributes
Packaging Sustainability
Supplier Engagement
Reducing Customer Emissions
Product Efficiency
Customer Reward
Post Consumer Solutions
Circular Innovation
Operational Emissions
Operational Efficiency
Reduced Waste
Communications and Marketing
We will leverage sustainability and community to improve team member and customer engagement
RESPONSIBLE RETAIL FOUNDATIONS
Ethical & Responsible Sourcing
We will source ethically and responsibly
• Ethical Sourcing Policy compliance
• Minimum sustainability requirements
Community Engagement
We will help Kiwi families thrive
• Community partnerships
• Charitable giving and volunteering
Wellbeing & Belonging
We will empower team members to thrive
• Health, safety & wellbeing
• Employee Assistance Programme (EAP)
ESG Data & Reporting
We will report openly and transparently
• ESG/Sustainability Reporting
• Climate disclosures
Culture, Engagement & Inclusion
We will foster connection, inclusion & impact
• Leadership and culture
• Recognition programmes
Circularity Solutions
for Customers
Our Sustainable Living Plan
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Product Sustainability Leadership
Value Chain Emissions
Aim
We will aim to progress meaningful Scope 3 emissions
reductions in high-impact and influenceable areas.
Progress
This is a reset goal. We have improved our understanding of
Scope 3 emissions data in key areas, and work is under way to
identify high-impact and influenceable areas. See page 45 for
more detail.
Product Sustainability Attributes
Aim
We will aim to increase the share of private label sales from
products with at least one approved sustainability attribute to
100% by 2035.
Progress
In FY25, we maintained our FY24 performance, with 40% of
private-label sales across The Warehouse and Warehouse
Stationery coming from products with one or more approved
sustainability features1. This represents over 43,555 product
lines and $392 million in sales.
We continued to embed sustainability across our ranges,
with 73% of apparel and home textiles using Better Cotton
or recycled materials, all Market Kitchen coffee Rainforest
Alliance certified, 37% of energy-rated products above the
New Zealand average for efficiency, and 93% of WS brand
paper products responsibly sourced (FSC, PEFC or recycled).
Packaging Sustainability
Aim
We will aim to phase out unnecessary or problematic single-
use plastics from our private label products and ensure all
product packaging meets our sustainability requirements
by 2035.
Progress
By the end of FY25, 66% of The Warehouse and Warehouse
Stationery private-label sales came from products with
packaging that met our sustainability requirements, up from
55% in FY24. This means we are on track to deliver on this goal.
We continued rollout of the Australasian Recycling Label
scheme to help customers make the right decision on how to
dispose of, or recycle, packaging.
Supplier Engagement
Aim
We will aim for 80% of our suppliers, by spend, to have
science-based emissions reduction targets by the end of
December 2028.
Progress
This goal is new. As most of our GHG sit in Scope 3, supplier
action is key to meeting our climate ambitions. Further detail
on supplier engagement is provided on page 45.
Sustainable Living Solutions
Reducing Customer Emissions
Aim
We will aim to help one million customers reduce their GHG
emissions in the home through a package of more sustainable
energy solutions by 2035.
Progress
This goal is new. Partnerships – such as with the Energy
Efficiency and Conservation Authority ("EECA") – will
be essential. We were EECA’s retail partner in this year’s
Winter Energy Saving Tips campaign and we refreshed The
Warehouse’s Warmhouse web content to give customers
practical ways to make lower-emission choices at home.
Product Efficiency
Aim
We will aim to improve the average energy and water
efficiency rating of our product portfolio by 50% by 2035
(compared to 2023).
Progress
This goal is new. Initial baselining is under way to assess average
efficiency of our product portfolio, and we are in discussion with
EECA to provide potential support on standards and labelling.
Customer Reward
Aim
We will aim to incentivise and reward one million customers
for making more sustainable choices by 2035.
Progress
This goal is new. Early trials are under way to explore
possible incentive and reward mechanisms. These include a
MarketClub ‘spend and save’ reward on The Good Drop (see
page 12) and promotional giveaways in partnership with EECA.
Circular Solutions for Customers
Post-Consumer Solutions
Aim
We will aim to enable at least 80% of Kiwis to access solutions
to reuse or recycle a minimum of five difficult to recycle items*
by 2035.
* Problem Plastics; Electronics/Electricals; Textiles; Furniture & Mattresses; & Food
Progress
This is a reset goal. We’re making strong progress across three
of our priority waste streams – problem plastics, electronics
and textiles.
We host the Soft Plastics Recycling Scheme in 53 stores,
providing access to 73% of New Zealanders within a
20-minute drive, and collected 104 tonnes from these
stores in FY25. Our appliance delivery service recycles
bulky polystyrene packaging. Across 34 Noel Leeming and
Warehouse Stationery stores, TechCollect NZ collected 168
tonnes of e-waste, complemented by a nationwide take-back
for phones (on behalf of RE:MOBILE) and ink/toner cartridges
(on behalf of Brother). We also launched The Good Drop pilot
for unwanted clothing. These initiatives collectively diverted
over 283 tonnes of material in FY25 (FY24: 257 tonnes).
1. An environmental or social attribute associated with a product that either
meets a recognised third-party standard (e.g. Better Cotton or FSC) or has been
internally assessed against defined requirements which address a key social,
ethical, or environmental issue in the product’s value chain.
OUR APPROACH TO
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We also contributed to Ministry for the Environment
applications to establish regulated accredited national
product stewardship schemes on plastic packaging and
e-waste.
Circular Innovation
Aim
We will aim to pilot at least one innovative proposition or
initiative each year which aims to help products last longer or
reduce waste (e.g. repair, rental, pre-fill).
Progress
This is a reset goal. In FY25 our focus was on piloting The
Good Drop clothing take-back in five The Warehouse stores
and a laptop reuse partnership in a Noel Leeming store
with Recycle A Device (RAD) through TechCollect NZ. We
also began reviewing our approach to repair and submitted
evidence to the Select Committee on the Right to Repair Bill,
which we supported in principle.
Sustainable Operations
Operational Emissions
Aim
We will aim to reduce absolute Scope 1 and 2 emissions, aligned
to a 1.50C trajectory, by 65% by 2030 compared to a 2023 base
year and on a pathway to net zero emissions by 2040.
Operational waste
Waste generated
(tonnes)
Waste diverted from
landfill (tonnes)
Waste directed to
landfill (tonnes)
General waste2,548-2,548
Paper, cardboard and plastic wrap9,0229,022-
Mixed recycling, including recovery and
preparation for reuse
382382 -
Hazardous waste<1 tonne -<1 tonne
Total operational waste
11,9519,4032,548
FY25 operational waste diverted and
directed to landfill
79%21%
Progress
A major milestone this year saw over 90 more Group stores
and sites powered by Lodestone Energy’s solar farms from
January 2025. This means over 80% of our locations in New
Zealand have now transitioned to these arrangements with
the remainder on track to follow in early 2026.
During the year, we updated our organisational boundaries
and moved our base year to FY23. Given the Scope 2
reduction trajectory we are on, we lifted our 2030 goal from
42% to 65% to remain aligned with an SBTi-aligned 1.5°C
pathway. Against this revised base year, we’ve reduced Scope
1 and Market-based Scope 2 emissions by 45%. More detail is
provided on pages 44 to 47.
Operational Efficiency
Aim
We will aim to meaningfully improve the energy-efficiency
of our buildings and domestic and international logistics
activities by 2030 (compared to 2023).
Progress
This is a reset goal. We’ve improved efficiency in specific
areas and will now bring these efforts together as a key focus
of our Climate Transition Plan. More detail on operational and
logistics emissions is on page 46.
Reduced Waste
Aim
We will aim to demonstrably reduce total waste from our
activities in New Zealand and will divert at least 90% of waste
that’s produced from landfill by 2035.
Progress
This is a reset goal. In FY25 we diverted 79% of operational
waste from landfill (FY24: 77.7%). Operational waste covers
logistics packaging, general waste from warehouses, stores
and offices, and items collected via customer services.
The Group non-hazardous waste totalled 11,951 tonnes
(down 5.9% from 12,700 tonnes in FY24).
Each tonne diverted lowers landfill costs, reduces collections,
and can generate recycling rebates. In FY25 we recovered
9,022 tonnes of paper, cardboard and plastic wrap, achieved
an 83% hanger reuse rate, and trialled a high-density
cardboard baler in Gisborne with potential savings of tens
of thousands of dollars annually. Hazardous waste remained
under 1 tonne, consistent with FY24.
We established a relationship with KiwiHarvest to collect and
redistribute surplus food and non-food products (e.g. short-
dated and box-damaged items) from our North Island
Distribution Centre.
Responsible Retail Foundations
Our Responsible Retail Foundations set out core practices
that underpin how we operate as a business.
For more on our approach to people, see pages 13 to 16;
for engaging with communities, see pages 18 to 19; and for
ethical and responsible sourcing, see pages 20 to 23.
During the year we also began to better leverage our
sustainability and community efforts to engage team
members and customers, and this will continue to evolve
in FY26.
Further details on our approach to governance and reporting
can be found in our ESS Committee Chair’s Review of the
Year on page 5 and in our Climate-related Disclosures on
pages 24 to 48.
OUR APPROACH TO
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The Good Drop
Textiles are considered one of New Zealand’s most problematic waste streams, with
around 180,000 tonnes going to landfill each year. While many households donate
clothing, only about 20% of what charities receive is saleable.
Launched in June 2025 across five The Warehouse stores (Takanini, Petone, Whangārei,
Hillcrest and Barrington), The Good Drop pilot enables customers to drop off unwanted
clothing from any brand in-store for reuse or recycling. As a thank you they receive 10% off
apparel purchases when spending $30 or more.
Items suitable for resale go to The Salvation Army and the rest passed to ImpacTex and
partners for recycling or reuse. Initial results are very encouraging: in the first two months
over 1 tonne of clothing was collected, with 60% kept for resale/reuse and 31% recycled –
diverting more than 90% from landfill and far exceeding expectations.
Gisborne Baler Trial
At our Gisborne store, frequent cardboard collections were driving up disposal fees,
transport costs, and back-of-house clutter, with 28 bin lifts each week. By introducing
a compact baler to consolidate cardboard on site, collection frequency dropped
to just two uplifts per month. The shift cut waste collection costs by 65%, turned
cardboard into a revenue stream, freed up valuable storage space, created a cleaner
and safer workplace, and reduced transport emissions. The Gisborne pilot highlights
how more circular solutions can deliver both environmental benefits and immediate
commercial value, particularly in regional locations where freight costs are highest.
CASE STUDIES
OUR APPROACH TO
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OUR PEOPLE
OUR PEOPLE
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Culture,
engagement
and inclusion
Growing Leadership
Capability and Building
Future Talent
In FY25, we refocused our development strategy,
based on our new People Model to deliver
scalable learning and leadership development,
through performance and development, core
competencies and remuneration.
Leadership development remained a key focus
in FY25, with continued investment across all
levels of the business. Our frontline programmes
— Emerge, Evolve and the newly launched Noel
Leeming Super 6 — continue to grow across
all our brands and are supporting store and
distribution centre team members on their journey
towards leadership roles in retail.
Emerge primarily prepares store team
members stepping into more senior frontline
leadership roles.
Evolve supports high-performing Store Managers
and frontline leaders to expand their impact and
value. It includes a cross-functional project with
Store Support Office (“SSO”) involvement.
In FY25, 20 team members have participated in
the Emerge programme and 12 team members
have participated in the Evolve programme.
All three programmes are demonstrating a strong
return on investment.
Across the Group, we rolled out People Leadership
Fundamentals training to 240 people leaders,
both new and existing. This programme provides
a strong foundation in core leadership principles
and supports consistent capability uplift.
In our SSO, the focus shifted to senior leadership
development at the Retail Leadership Team level.
This included foundational leadership work,
the launch of the Group’s refreshed leadership
behaviours, financial acumen and high-performing
team development using the Patrick Lencioni
Team Model, aligned to our rebranded internal
team model. Over 50 leaders also participated
in Hogan 360 assessments, offering open and
honest peer feedback — a powerful reflection of
the culture we are building.
We continued to prioritise compliance learning,
delivering core modules in English, Te reo Māori,
Tongan and Samoan languages to ensure
accessibility and understanding across the Group.
In total, we invested 46,103 hours in training across
FY25, including Code of Ethics training, equating
to 4.4 hours per person.
Our leadership development is delivering real
results, with Silv Roest (Chief Legal and Corporate
Affairs Officer) and Carrie Fairley (Acting Chief
Merchandise Officer) stepping into executive
roles, and Mark Stirton progressing to Group
CEO. This is a major milestone in our succession
planning and a testament to the strength of our
internal talent.
We continue to prioritise succession planning
across senior leadership and critical roles, with
a proactive, future-focused approach that
includes identifying and developing emergency
replacements to ensure business continuity
and resilience.
He aha te mea nui o te ao. He tāngata, he tāngata, he tāngata
What is the most important thing in the world? It is people, it is people, it is people!
of senior leaders
are female
(FY24: 46.9%)
45.2%
100%
gender pay equity
(FY24: 100%)
36.0pts
1. eNPS score in FY25 and FY24 excludes DC team members as these were not surveyed in FY25, so have been excluded in both years. FY24 reported eNPS was 19.6 including all team members.
(FY24: 18.2pts)¹
eNPS
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Embedding Diversity, Equity &
Inclusion and Engagement
At the Group, we are committed to creating a workplace
where our team feel safe, valued and empowered to bring
their whole selves to work. Diversity, equity, inclusion (“DE&I”)
and engagement are deeply connected, and together they
shape the culture we are building.
In FY25, 45.2% of senior leaders (those in, and directly
reporting to, the Executive Leadership Team) were female,
reflecting our ongoing commitment to gender equity and
leadership representation.
We ran our fifth annual DE&I survey, which saw a 16%
increase in participation. Responses represented 38 different
ethnicities, giving us rich insights into our team’s diversity
and helping shape initiatives that reflect life experiences.
Our DE&I work is anchored in four strategic pillars – Te Ao
Māori, Belonging, Gender Equality, and Future of Work.
Highlights included:
• Inclusive Christmas and Lunar New Year activations
• Neurodiversity Awareness Week celebrations with themed
activation “What helps you focus at work?” and promoted
webinars to build understanding and awareness
• Connect Through Kindness campaign, promoting inclusive
behaviours and everyday empathy
• Introduced the Mobile Library initiative, making learning
more accessible and engaging for team members
• Provided fresh fruit at SSO to encourage healthier choices
and promote physical wellbeing
• Partnered with Rauora Reo to bring Matariki awareness and
education to life across the Group
• Rolled out a the Group-wide recognition strategy and
programme to celebrate and acknowledge our team
members
• Celebrated Pride Week with inclusive education sessions
and Pride-themed activations, helping foster a culture
where everyone feels seen and valued
From checkout
to corporate
Nate Richards started out behind the checkout
counter at The Warehouse, helping Kiwis with their
everyday purchases. Fast forward, and he’s now a
Talent Acquisition Partner, helping the company
expand their hiring pool. This is a story of ambition,
grit, and how the skills Nate developed on the shop
floor paved the way for his corporate success. It’s
proof that every role can be a stepping stone to
something bigger if you’re keen to learn and back
yourself. Nate turned his start in retail into an
opportunity to make a bigger impact, all while staying
part of The Warehouse whānau. In Nate’s words “stay
curious and you never know where you’ll end up.”
CASE STUDY
Nate’s inspiring
journey at
The Warehouse
OUR PEOPLE
• Encouraged Mental Wellbeing Awareness with Mindful
Mondays – each week sharing simple tips to help our team
pause, reset and start each Monday with purpose.
We have maintained our Rainbow Tick certification. We are
confident in our progress and proud of the inclusive culture
we continue to build.
Alongside DE&I, we launched a refreshed engagement
strategy to enhance connection and create a positive
work environment. Events throughout the year aligned
with key retail milestones, showcasing our products and
strengthening team bonds.
A standout moment was our annual Impact Awards,
celebrating excellence across the Group. This event
recognises high performers, showcases great talent and
reinforces the culture we are proud to grow.
We continued to support new parents with our 26-week
paid parental leave, with 103 team members making use of
the policy in FY25. As part of our commitment to improving
the parental leave experience, we partnered with Crayon
NZ, providing expert resources, financial coaching and
policy benchmarking.
Together, our DE&I and engagement efforts are helping us
build a workplace where people feel connected, celebrated
and empowered to thrive.
We are pleased to see employee turnover significantly
decrease in FY25 to 18.1%, a five-year historical low. This
is a voluntary attrition measure (excludes redundancies),
and demonstrates that our people are choosing to
stay with the Group as an employer of choice. This
also correlates to our eNPS of 36.0 points compared to
18.2 points in FY24.
Our people are feeling more empowered, more engaged,
and are excited about their future, both for the success of
the Group and for their own careers.
Employee turnover
FY2518.1%
FY2423.7%
FY2326.9%
FY2228.4%
FY2127.5%
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Wellbeing and belonging
Wellbeing
Looking after the health, safety and wellbeing
of our team continues to be a top priority at the
Group. In FY25, we moved beyond stand-alone
initiatives to create a more connected and
engaging team member experience that reflects
how our people work, collaborate and thrive.
Guided by our four wellbeing pillars — physical,
mental, financial and social — we focused on
experiences that are energising, relevant and
easy to engage with. Quarterly activations and
bite-sized, timely content helped wellbeing show
up in the flow of work. Initiatives included flu
vaccinations, healthy eating campaigns, onsite
physical activities and our mobile library, all
designed to build connection and support our
people both at work and beyond.
We adopted the “Me, We, Us” model, a framework
that supports wellbeing at the individual,
team and organisational levels. This holistic
approach ensures our strategy is robust, with
initiatives spanning personal actions, small group
experiences and organisation-wide programmes
and policies.
To better understand how our team experience
wellbeing, we launched an SSO wellbeing survey,
providing valuable insights to tailor support
where it is needed most.
Our goal is to make wellbeing something our
team do not just take part in, but genuinely feel
every day.
Health and Safety
As an ACC-Accredited employer, Safety
Assurance Reviews play an integral role in
managing our hazards and risks and ensure
best-practice and legal requirements are applied
across all our sites. This year, we conducted
94 safety assurance reviews (FY24: 104).
Our key performance safety metric is Total
Recorded Inuries (TRI), and in FY25 we recorded
376. This was disappointingly an increase of
26% compared to 298 recorded in FY24, largely
related to minor strain and sprain injuries. Total
Recorded Injury Frequency Rate (“TRIFR”) was
30.2 per million hours worked compared to
23.0 per million hours worked in FY24.
Our Lost Time Injuries (LTI) increased 32% from
178 in FY24 to 235 in FY25, similarly largely due to
minor strain and sprain injuries. Lost Time Injury
Frequency Rate (“LTIFR”) was 18.9 per million
hours worked compared to 13.7 per million hours
worked in FY24.
The Group has completed a comprehensive
analysis of the key drivers of the increased
LTI and TRI rates and will implement targeted
initiatives during FY26 to reduce them.
In FY25, there were eight recorded critical risk
events, primarily related to product storage,
racking and hazardous substances risk. This is
four more than FY24, although the events were
isolated in nature and the injuries were minor.
In conjunction with an external provider, the
Group completed a full review of its critical risks
and associated controls in FY25. In FY26, we will
test the effectiveness of these controls and make
any appropriate changes. By the end of FY26,
we expect the Group will have a more robust
process in place for managing critical risks.
Crime continues to be challenging for the
retail industry across New Zealand and in FY25
we recorded 227 events related to Violent
and Aggressive Behaviour towards our store
teams. While a decrease of 19% compared to
279 in FY24, this is still too high and a wider
New Zealand retail concern. We continued to
invest in safety measures and support services
for our teams – such as training in situational
incident management, body cams and vests, and
reviewing our top 20 high-incident sites. This has
reduced these events.
There have been zero workplace fatalities for the
eighth year in a row.
Critical risk
events
8
(FY24: 4)
per million hours
worked
(FY24: 23.0)
TRIFR
30.2
Lost Time Injury
Frequency Rate
per million hours worked
18.9
(FY24: 13.7)
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OUR RELATIONSHIPS
OUR RELATIONSHIPS
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Our Communities
Across our three brands in the Group, we reach 85% of Kiwis
within 20 minutes of any one of our stores. We not only
provide Kiwis with the products and services they need,
but we are proud of how our brands and teams continue to
support the communities in which they serve.
In FY25, we refined our community strategy to focus on
where we can make the greatest difference, helping Kiwi
families thrive by ensuring they have access to the essentials
they need. From period products, to youth development
programmes, to festive support at Christmas, our efforts are
grounded in practical help that makes a real impact.
At a national level, we are proud to partner with organisations
including The Kindness Collective, Youthline, Women’s Refuge,
Variety – the Children’s Charity, and The Salvation Army to
ensure our reach can have the biggest impact. Each year,
we find new ways to make a difference through national
campaigns and local partnerships.
With the generosity of our customers and the passion of our
teams, we raised $2.4 million for New Zealand charities and
local community groups in FY25.
The power of the Red Bag
Our iconic $1 Red Bag is more than just a recycled, reusable
shopping bag. Every time a customer purchases one,
the proceeds help us give back to Kiwi communities in a
meaningful way. A portion of every Red Bag sold is donated to
our national community partners, while another portion stays
with the local store team, empowering them to support the
unique needs of their communities. This year, we raised $1.4
million from our Red Bag sales to support families and causes
across Aotearoa New Zealand.
Be the Joy: bringing joy to families
at Christmas
Our team and customers came together in an extraordinary
show of generosity for Be the Joy, our annual Christmas
fundraising campaign. Across our brands, we raised $358,413
for four partners: The Kindness Collective, The Salvation Army,
Variety – the Children’s Charity, and Women’s Refuge. This
result exceeded expectations, reaching 128% of the Group’s
fundraising target, and marked a 20% increase on last year’s
total of $265,000. Together, we helped bring joy to thousands
of families across Aotearoa New Zealand with gifts, toys, and
food for Christmas.
raised for charities and local
community groups in FY25
raised to help Kiwi families
for Christmas 2024
raised to help keep kids warm
this winter
$
2.4m
$358,413
$229,460
raised for charities and
community groups since our
doors opened in 1982
Warm Fuzzies: keeping Kiwi kids
warm over winter
This winter, our team and customers supported Warm Fuzzies,
a campaign backing The Kindness Collective’s PJ Project.
Thanks to their generosity, we raised $229,460, helping
thousands of children and families stay warm during the
coldest months of the year. Over 17,000 children received
brand-new winter pyjamas, and 10,089 pairs of PJs and
blankets were donated through our The Warehouse stores.
In addition, 250 families received Winter Bundles filled with
duvets, hot water bottles, and heaters.
OUR RELATIONSHIPS
$
88.0m
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THE
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GROUP
Products that give back
Access to period products
We continue to make period products accessible and
affordable through our range of private label $2 pads, with
one in every ten sold donated to local organisations in need
through our partnership with The Kindness Collective. This
year 78,762 period products were donated. We also provide
free period products for our team members across stores,
support offices, and distribution centres, because dignity and
access should never be out of reach.
Good One
We continue to support access to everyday essentials through
Good One, our cruelty-free personal care range. With every
purchase, customers help us provide products like shampoo
and body wash to women and children in need through our
partnership with Women’s Refuge. In FY25, more than 5,000
Good One products were donated, helping families across
Aotearoa New Zealand feel cared for during difficult times of
transition.
Supporting youth pathways
Gateway Programme
This year, we relaunched our Gateway Programme ‘Red Shirts
in Schools’ in partnership with ServiceIQ to support Year 12 and
13 students as they take their first steps into the working world.
The programme offers meaningful, hands-on experience in retail,
helping students build confidence, develop customer service
skills, understand health and safety practices, and earn National
Certificate of Educational Achievement (NCEA) credits – all
while forming professional connections for life beyond school.
Red Shirts in Schools (The Warehouse) had 106 student
enrolments in FY25. The programme continues to be a strong
pathway into employment and we're proud to have several
team members in roles across the organisation who began their
careers as Gateway students.
Aspire with The Salvation Army
Aspire is a youth development programme created by The
Salvation Army in partnership with the Group, now in its tenth
year. It helps young people build confidence, resilience, and
essential life skills through weekly group sessions, outdoor
adventures, and community projects, all led by experienced
youth workers. The programme continues to grow its reach
across schools and communities, while also enabling The
Salvation Army to provide wrap-around support for families.
In FY25, Aspire recorded attendance rates well above the
national average – a strong sign of its impact, particularly
for students referred due to low school engagement.
380 students took part this year, and the programme has
supported over 2,600 students since it began.
Here for Good Leave
Every year, every team member at the Group has the
opportunity to take a paid day of leave to volunteer and give
back to their community. In FY25 our team recorded 376 hours
of volunteering for their communities. From packing boxes
of food and essentials for families in need, to helping families
get Christmas gifts at The Kindness Collective’s Joy Store, to
supporting local school activities, our teams lived our value of
Doing Good throughout the year.
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INDEX
APPENDICES
THE
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GROUP
Trading Ethically
We have had an ethical sourcing programme in place since
2004. We recognised then, as now, our duty to customers,
team members and shareholders to ensure the basic human
and labour rights of workers in our supply chain are respected.
The dynamic and highly competitive nature of the global
sourcing environment means our ethical sourcing efforts are
as relevant today as they were more than two decades ago.
The Group’s Ethical Sourcing Policy provides the overarching
framework for our programme and applies to all suppliers,
though our focus is on the sourcing of private label, exclusive
and licensed products for The Warehouse and Warehouse
Stationery. In FY25, about 49% of sales were derived from
these products. The policy sets clear Zero Tolerance
standards for issues such as child or forced labour, bribery
and unauthorised production. Transparency and business
integrity are non-negotiable: suppliers must disclose their
production sites and any subcontracting, provide full
access to sites and records, and cooperate with audits and
remediation. We strengthened the policy in FY24 to set out
our climate-related expectations for suppliers (see page 45)
and made minor clarifications in FY25.
Our programme continues to evolve. Over the last 10 years
or so we’ve broadened from a factory-level compliance focus
to responsible sourcing across the value chain: stepping up
engagement with lower-tier suppliers in key categories and
strengthening policies on raw materials such as timber, palm
oil, cocoa and cotton. We engage suppliers through training
and supported improvement plans, including longer-term
specialist capacity-building support – underpinned by a
Supplier Scorecard that rates ethical and sustainability
performance for our offshore-managed private label partners.
In parallel, we’re accelerating Scope 3 (value-chain) emissions
reductions in partnership with suppliers (see page 45). A
sustainability-linked feature to our voluntary Supply Chain
Finance programme with HSBC will go live at the start of FY26,
aligning stronger performance with enhanced rates.
Assessment and monitoring
We qualify production sites before any orders are placed and
take a risk-based approach to monitoring. We use the LRQA
Elevate Responsible Sourcing Assessment (ERSA) 3.0 tool
for our social compliance assessments. Sites are graded A to
D and must achieve at least a C to qualify, though in limited
cases temporary approval may be granted to a D if a focused
remediation plan is in place. These are delivered by approved
partners, with validated self-assessments or recent third party
audits accepted where appropriate. Production sites are
reassessed every 1 to 3 years depending on risk.
Assessments are generally conducted on a semi-announced
basis. However, we do carry out unannounced assessments if
we have cause for concern. Our local teams also do shadow
audits with approved partners to check consistency and
random spot checks to identify risks such as unauthorised
production or subcontracting.
While our assessments focus primarily on first-tier production
sites, since FY22 we have implemented a programme to trace
and assess second-tier sites involved in textiles, wood and
paper products (see page 22).
When assessments uncover critical issues, suppliers must
create time-bound Corrective Action Plans (CAPs), overseen
by our local teams. Transparency is non-negotiable –
persistent non-disclosure can result in termination. Our
Zero Tolerances set out the most serious breaches of our
standards. These include denying us access to a site or
records, running unauthorised production, using child or
forced labour, harassment or abuse of workers, bribery or
corruption, and causing major environmental harm such
as dumping hazardous waste. When these occur, we act
immediately – which may mean financial penalties or stopping
production and, as a last resort, ending the contract.
We use LRQA’s EiQ due diligence platform to benchmark
social risks in real time and track assessment status. In FY25,
we began using EiQ’s Sentinel feature, which continuously
scans global media and online content to flag potential
environmental, social and governance ("ESG") or labour-
related issues linked to our supply chain as they emerge.
Source country profile
China remained our largest sourcing base in FY25,
accounting for 69% of private label and licensed spend.
Bangladesh (11%) and New Zealand (11%) were the
next largest markets, with India, Vietnam, Malaysia,
Australia, Germany and Pakistan also important hubs.
The remainder – around 2.5% – came from a long tail
of lower-volume sourcing markets in Asia, Europe and
other regions. While China is still our primary sourcing
country, our base continues to diversify. New Zealand-
made products remain important too, particularly across
grocery and garden ranges. As with many other major
retail brands, since 2018 we have published a list of Tier
1 production sites and Tier 2 sites in textiles, wood and
paper above a defined spend threshold on our website.
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1. Includes ERSA audits, ERSA Self-Assessment Questionnaires (SAQs), Audit Waivers and 2 sites assessed by our local teams and granted temporary approval
2. Includes ERSA audits, ERSA SAQs, Audit Waivers and local team assessments of new and existing factories
3. % validated verbal and documented audit disclosures
4. Traceability of orders to qualified factories
5. Factories under post-audit monitoring and support and includes CAPs carried over from FY24
6. Modules include audit preparation, working hours control, wages and benefits, health and safety, transparency and ethics, corrective action planning, vendor responsibility, climate and water management, and prevention of modern slavery (forced and child labour)
7. Number of onsite or virtual training sessions delivered to vendors or factories to assist them to prepare for assessments or execute any corrective action plans
8. Discovered via independent auditors or local team assessments subject to financial penalties and / or business termination
9. Privately interviewed by our team members or independent auditors.
FY25 ETHICAL SOURCING PROGRAMME
OUR RELATIONSHIPS
W
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Worker
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1
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238
1,174119
1
22
Unauthorised
production
Corrective Action Plans
(CAPs) actively managed5
489
Tier 1 factory
assessments2
50
Tier 1 factories
declined or discontinued
newly qualified
factories1
active Tier 1
factories
workers in active
Tier 1 factories
64%
average audit score
86%
production
traceability4
90%
audit transparency3
69
Tier 2 factories registered,
trained and assessed
Corrective Action Plans
(CAPs) completed
e-learning lessons
completed6
supplier training
sessions7
Bribery
notification
Underage
individuals
Access
denied
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Audit performance and findings
The charts below summarise the results of our FY25 assessments
for Tier 1 production sites. The first shows the distribution of audit
ratings across all factories (excluding audit waivers). The second
highlights the prevalence of non-compliances by topic.
FY25 audit rating distribution
FY25 audit finding prevalence by topic
Deeper due diligence – Tier 2 transparency
Continuing a programme first commenced in FY22, in FY25 we
traced 69 Tier 2 sites linked to 18 Tier 1 factories. Valid assessments
this year covered 53% of sales associated with textiles, wood and
paper products. Our sourcing and ethical sourcing teams worked
closely with suppliers, combining disclosure and training with
certification checks, self-assessments and targeted onsite visits.
No critical issues were identified with sites assessed in China.
However, four sites in Bangladesh and one site in India did not
pass our assessment and are under CAPs management. At one
Bangladesh site, five underage workers were found. Our Zero
Tolerance process was triggered, remediation is in progress, and
the supplier is reviewing its due diligence practices.
Looking ahead, we plan to deepen our country-based risk lens
and expand category-specific profiling so assessment effort
reflects the highest risks. We also intend to make use of Sentinel
monitoring more to track key indicators of modern slavery and
other ESG risks in real time, ensuring our Tier 2 programme
becomes more proactive, data-driven and scalable.
Supplier engagement & development
Because audits alone don’t drive lasting change, we also invest
in capability. This includes e-learning, training, and supported
improvement plans. In FY25 we began piloting our Beyond Social
Compliance Programme – a 9-12 month specialist, on-the-
ground tailored intervention – at four factories (three in China,
one in India) to strengthen management systems and worker
outcomes.
Our Supplier Scorecard guides sourcing decisions and supplier
selection by looking not only at audit results, but also product
and packaging sustainability outcomes and wider commercial
performance. Each supplier is rated against our ethical and
sustainability standards using a simple traffic-light system:
Red, Amber or Green. Currently, 55% of suppliers are rated
Amber, with 11% Red and 34% Green. In FY25, 380 active
suppliers were covered by this scorecard, representing 100% of
our offshore private label spend. Around 83% of these suppliers
are also enrolled in the HSBC Sustainable Supply Chain Finance
programme, where from the beginning of FY26 their finance
rates will be linked to their scorecard rating – with Green being
the most favourable.
NOTE: 1,806 findings identified across 275 ERSA audits carried out in FY25. Labour (e.g. issues
associated with hours of work and wages and benefits) and health and safety findings
represented over 90% of findings. Business ethics includes transparency issues such as site
access denied or inconsistent records.
In FY25, we declined 17 new factories and discontinued 33
existing factories for not meeting our minimum expectations
(i.e. a grade C or above). We discontinued a factory following a
bribery attempt and applied a penalty to the vendor. In two other
cases where factory access was initially denied, we were able to
negotiate transparency. Our independent Tier 1 audit programme
found no Zero Tolerance cases of forced, compulsory or child
labour during the year. However, through our own spot checks
we exited a supplier for repeated unauthorised production and
the presence of underage individuals (who were not engaged in
work) in workshop areas.
Tier 2 sites used for textiles, wood and paper products were
assessed separately by our local team on a pass/fail basis.
A – Top performer – no findings or very few minor/moderate ones.
B – Ceiling for factories with major issues – if there is a major issue, factory will be rated at
B at best.
C – Bottom line for factories without critical issues. If there is no critical issue,
factory will be rated at C at worst.
D – Poor performance – critical or Zero Tolerance violations identified.
Access Denied.
Business Ethics Environment Health and Safety Labour Management Systems
NOTE: Audit rating distribution from 275 ERSA audits carried out in FY25. Audits are scored
0-100 and graded as follows A (100-91), B (90-71), C (70-51) and D (50-0).
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APPENDICES
THE
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We began this journey in 2021 with Business for
Social Responsibility (BSR) HERproject – first
HERhealth, then HERfinance – to support women’s
health and financial resilience in our Bangladesh
supply base. As HERproject evolved into RISE, we
deepened the work to include stress management,
communication and workplace voice.
At our supplier Matrix Styles, the RISE Foundation
programme ran from June 2023 through to April
2025. Sixty-eight peer educators were trained across
six core modules (self-management, communication,
problem-solving, time and stress management,
financial literacy and worker rights) and cascaded
learning to 1,340 workers (737 women, 603 men).
The change shows up in people’s stories. Lima
learned to manage time and stress and saw her
husband start sharing household chores. Masud,
a supervisor, quit smoking after a role-play and
now champions the message online. Suma, once
hesitant, now raises issues confidently at work and at
home. Ripa found her voice too, engaging managers
constructively.
End of project results mirror these stories: near-
universal confidence in managing time and stress;
assertive communication with managers at 100% for
men and women; and regular saving now the norm
(around 97% of women, around 85% of men).
RISE – Reimagining Industry to Support Equality
RISE has turned training into everyday practice –
strengthening financial resilience, wellbeing
and worker voice on the factory floor.
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APPENDICES
THE
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DISCLOSURES
Climate-related
CLIMATE-RELATED
DISCLOSURES
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APPENDICES
THE
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GROUP
Statement of
Compliance
The Group is a Climate-Reporting Entity (CRE) under the
Financial Markets Conduct Act 2013. These Climate-
related Disclosures have been prepared in compliance
with the Aotearoa New Zealand Climate Standards
(NZ CS 1, NZ CS 2 and NZ CS 3) issued by the XRB.
We have applied the second Reporting period adoption
provisions as permitted by the Adoption of Aotearoa
New Zealand Climate Standards (NZ CS 2). For more
details, refer to Appendix 1.
A table identifying the location of the disclosures
required by the NZ CS is included in Appendix 1 of
this Report.
Reporting Period
These disclosures cover the period 29 July 2024 to
3 August 2025.
Disclaimer
This Report contains disclosures that rely on early and
evolving assessments of current and forward-looking
information, incomplete and estimated data, and the
Group’s judgements, opinions and assumptions. As such,
this Report reflects the Group’s present understanding
and/or best estimates of current and future climate-
related events, risks, opportunities, impacts and strategies
as at the date of publication of this Report. However, the
Group cautions reliance on aspects of this Report which is
necessarily subject to significant risks, uncertainties and/
or assumptions.
The Group expects that some statements made in this
document might be amended, updated, recalculated
and restated in future climate-related disclosures as the
quality and completeness of its data and methodologies
continue to evolve and improve. However, the Group
gives no undertaking to update, revise or correct
any statements or opinions in this Report if events or
circumstances change or unanticipated events happen
after publishing this Report (subject to relevant legal
requirements).
This disclaimer notice should be read together with
the limitations identified elsewhere in this Report,
including as described in the metrics and targets scope,
limitations, and methodology sections on pages 44 to 46
of these disclosures.
These Climate-related Disclosures are not an offer
document and do not constitute an offer or invitation or
investment recommendation to distribute or purchase
securities, shares or other interests. Nothing in this
Report should be interpreted as capital growth, earnings,
legal, financial, tax or other advice or guidance.
These Climate-related Disclosures were authorised
for lodgement for and on behalf of our Directors on
1 October 2025.
In particular, this Report contains forward-looking
statements, including climate-related goals, aims, targets,
scenarios, ambitions, risks and opportunities, as well
as statements of the Group’s intentions, estimates and
judgements. Forward-looking statements are not facts and
require us to make assumptions, forecasts and projections
about the Group’s present and future strategies and
the environment in which the Group will operate in the
future, which are inherently uncertain and subject to
limitations. For example, there are limitations associated
with the available data, and some information on which
the statements in this Report are based is likely to change
over time. The Group has sought to provide a reasonable
basis for forward-looking statements and is committed to
improving the quality and completeness of its data and
methodologies but is currently constrained by the novel
and developing nature of this subject matter.
Forward-looking statements, including risks and
opportunities described in this Report, and the Group’s
strategies to achieve its targets, might not eventuate
or might be more or less significant than anticipated.
New risks and/or opportunities may also arise over time.
Many factors can affect the Group’s actual results,
performance or achievement of climate-related targets
or metrics, and these may differ materially from what
is described in this Report, including economic and
technological viability, governmental, consumer, and
market-related factors which are outside of the Group’s
control.
Accordingly, the Group gives no representation,
guarantee, warranty or assurance about the future
business performance of the Group, or that the outcomes
or impacts expressed or implied in any forward-looking
statement made in this Report will occur.
CLIMATE-RELATED
DISCLOSURES
Robbie Tindall
Environmental and Social
Sustainability Committee Chair
Dame Joan Withers
Board Chair
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This section describes the role of the Board of Directors
(Board) in overseeing the Group’s climate-related risks and
opportunities, and the management team's role in assessing
and managing those climate-related risks and opportunities.
Our approach to climate governance
The Group recognises that robust corporate governance,
including the governance and management of climate-
related risks and opportunities, is essential for protecting and
growing their operations in the interests of our customers,
team members and stakeholders and to create long-term,
sustainable returns for our shareholders.
The role of our Board
The central role of the Board is to set the strategic
direction of the Group, to select and appoint the Group
Chief Executive Officer (CEO) and to oversee the Group’s
management and business activities on behalf of our
shareholders and stakeholders.
This requires consideration of, and engagement with,
all stakeholders that are critical to our success, including
shareholders, employees, customers, suppliers and
communities, as determined by the Group and the Board.
The Board has overall responsibility for the oversight of risks
and opportunities, including those related to climate change.
Through the Environmental and Social Sustainability
Committee (ESS), the Board sets objectives and targets for
climate-related issues and holds Management accountable
for implementing these through:
• Embedding climate-related risk management within its risk
management framework;
• Setting policies by which the Group must comply and
report against; and
• Setting strategic objectives and sustainability – and
climate-related targets with Management.
The ESS Committee also supports the Board's oversight of
climate-related risks and opportunities, including through
overseeing the climate risk assessment process.
The Audit and Risk Committee supports the Board in its
oversight of enterprise risk, including strategic risks. In FY25,
it also approved the climate-related risks identified for the
purposes of the climate statements.
The Board comprises Directors with a mix of qualifications,
skills and experience appropriate to the Group’s industry,
operations and strategic direction, including ‘Environment
and Corporate Social Responsibility experience’. A list of our
Directors, the Committees they attend and a comprehensive
matrix of skills can be found in the Annual Report on page 69.
Ongoing training includes external courses, briefings by
senior management and guest speakers on relevant industry
and competitive issues, occasional overseas study tours and
site visits.
The Board meets at least nine times a year. In relation
to the timing and topics of which the Board has been
informed about climate-related risks and opportunities
in FY25 are as follows:
• In November 2024, the Board was updated on the reset of
the Group’s Sustainable Living Plan and the FY25 workplan
for the preparation of the Group's climate statements,
including how the inaugural Climate Transition Plan would
be developed.
• In February 2025, as part of the Group’s FY26–FY28
strategy process, the Board approved the Directional
Short-term Strategic Intent1, which in turn shaped the
Climate Transition Plan.
• In May 2025, the Board approved the approach to FY25
sustainability reporting and external assurance.
Environmental and Social Sustainability
Committee (ESS Committee)
The role of the ESS Committee is to assist the Board in governing
the Group’s environmental and social sustainability responsibilities,
including setting long-term climate-related objectives and
monitoring the implementation and performance of these objectives.
The ESS Committee reviews and approves the Sustainable Living
Plan, the supporting Climate Transition Plan and associated
workstreams. This covers setting, monitoring and overseeing the
achievement of sustainability and climate-related metrics and
targets including oversight and management of climate-related
risks and opportunities. The ESS Committee also ensures that
organisation design and resources are aligned with aspirations.
The ESS Committee reviews the Group’s annual climate-related
disclosures and recommends these for approval to the Audit and
Risk Committee.
The ESS Committee meets at least quarterly. In FY25, it met five
times and oversaw the reset of the Group’s Sustainable Living
Plan and development of the inaugural Climate Transition Plan,
ensuring these were aligned with the Group’s strategy. It also
received updates from Management on progress on each of the
Sustainable Living Plan action areas and goals. A full review from
the Committee’s Chair appears on page 5.
Audit and Risk Committee (ARC)
The role of the ARC is to assist the Board in fulfilling its risk
management and audit responsibilities, and to ensure that
appropriate risk management systems are in place and are
operating effectively. The ARC supports the Board in its oversight
of enterprise risk.
The ARC meets at least four times each year. In FY25, the ARC
oversaw a review of the Group's strategic enterprise risks undertaken
by KPMG. While climate-related risk has not to date been identified
as a key enterprise risk, the Group recognises that climate change is
relevant to some of the key enterprise risks that have been identified.
The ARC also reviewed and approved the climate-related risks
identified for the purposes of these climate statements.
Governance
1. A Directional Short-term Strategic Intent sets the near-term direction for our Climate Transition
Plan. It provides clear priorities without fixing the long-term pathway, and is informed by our
assessment of climate-related risks and opportunities.
CLIMATE-RELATED
DISCLOSURES
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Executive Leadership Team (ELT)
The Warehouse Group Board
Environmental and Social
Sustainability Committee (ESS Committee)
The role of the ESS Committee is to assist the Board
in governing the Group’s environmental and social
sustainability responsibilities, including setting long-
term climate-related objectives and monitoring the
implementation and performance of these objectives.
The role of the ARC is to assist the Board in fulfilling
its risk management and audit responsibilities,
and to ensure that appropriate risk management
systems are in place and are operating effectively.
The ARC supports the Board in its oversight
of climate-related risks and opportunities, in
conjunction with the ESS Committee.
Team Member
Engagement
Supplier Engagement
and Innovation
Public Policy
Horizon Scanning
Data and External
Insights and
Foresights
Operational Sustainability CommitteeEnterprise Risk Management Framework
Responsible for progressing the Sustainable Living
Plan, Transition and Emissions Reduction Plan and
sustainability and climate-related metrics and targets
across the business and supporting the preparation
of associated reporting and disclosures.
Enables the Group to identify, assess, control
and monitor key enterprise risks – including
climate-related – and adapt to a dynamic retail
environment. Responsibility sits with the ELT,
supported by specialist risk and functional teams.
Supporting business workstreams
Overall governance
and constructive
challenge
Overall delivery
support and
preparation of
disclosures/reporting
Audit and Risk Committee (ARC)
CLIMATE-RELATED
DISCLOSURES
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The role of our Management team
Executive Leadership Team (ELT)
The CEO is accountable for the delivery of the Group's
environmental and social sustainability programme as set
out in the Group’s Sustainable Living Plan and associated
initiatives.
The CEO is supported on the ELT by nominated sponsors,
being the Group Chief Financial Officer (CFO) and the Group
Chief Sourcing and Supply Chain Officer.
These two individuals are responsible for embedding the
sustainability and climate-related transition and physical risk
framework across the business, and sustainability reporting,
including the preparation of these climate statements.
The ELT is tasked with embedding more sustainable business
practices (including management of climate-related risks and
opportunities) into everything we do – business strategy, risk
management, planning and budgeting.
Operational Sustainability Committee
(OSC)
Established in September 2024, the OSC is responsible
for driving delivery of the Group’s Sustainable Living Plan
(including transition and emissions reduction plans and
climate-related opportunities, metrics and targets) across the
business. Chaired by the Group Chief Sourcing and Supply
Chain Officer, its core members are the executive sponsors
of the Plan – Chief Store Operations Officer - The Warehouse
& Warehouse Stationery, Chief Merchandise Officer - The
Warehouse & Warehouse Stationery, and Chief Executive
Officer - Noel Leeming – supported by senior managers and
team members as required. The OSC meets quarterly and
reports to the ESS Committee after each meeting.
In FY25, the OSC focused on overseeing the development
of key Sustainable Living Plan workstreams and clarifying
accountabilities, tackling waste-related cost opportunities
and the FY25 workplan for the preparation of the Group's
climate statements.
Enterprise Risk Management Framework
Management-level responsibility for enterprise risk
management sits with the ELT, supported by specialist risk
functions and other functional teams across the Group.
The Group’s Enterprise Risk Management Framework,
approved by the ELT, applies to all enterprise risks, including
climate-related. It provides the structure to enable the Group
to identify, assess, control and monitor risk across the Group,
while supporting a dynamic response to the fast-evolving
retail landscape.
Identified risks, including climate-related are assessed
regularly and addressed through mitigation strategies
embedded across strategic planning, financial management,
and operational processes, in line with the Group’s risk
appetite.
The ELT, supported by the Head of Internal Audit and Risk,
the GM Sustainability and Ethical Sourcing and the leaders of
specialist risk functions and other functional teams, monitor
the effectiveness of risk management activities. While there
is no set frequency for reporting, relevant risk insights and
metrics are periodically reported to the ELT and the ARC.
In the fourth quarter of FY25, the Group’s directors, executives
and management participated in a Dynamic Risk Assessment
(DRA) of the Group’s key enterprise risks. While climate risk was
not identified as a key enterprise risk through this assessment,
climate-related risks and opportunities were also reviewed to
understand how they intersect with those risks.
Day-to-day management
Individual business areas and functions are responsible for day-
to-day management of climate-related risks and opportunities
and progressing sustainability initiatives which are aligned with
the Group’s Sustainable Living Plan and associated goals.
The Group’s Sustainability and Ethical Sourcing team shapes
the Group’s sustainability strategy, policy development and
longer-term planning. The team is led by the GM Sustainability
and Ethical Sourcing who reports to the Group Chief Sourcing
and Supply Chain Officer. The team plays a critical role in
creating awareness, educating and partnering with the business
on sustainability initiatives, including identifying risks and
opportunities. The team acts as secretariat to both the OSC
and the ESS Committee and is responsible for the day-to-
day management of the Group’s climate-related disclosures
and sustainability reporting obligations, including the Toitū
Envirocare carbonreduce programme.
The team in collaboration with key internal stakeholders, such
as Internal Audit and Risk, Corporate Strategy and Legal &
Corporate Affairs supports the Group in identifying, assessing
and managing climate-related risks and opportunities.
Management remuneration is not currently linked to
sustainability performance or management of climate-related
risks and opportunities.
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This section describes the scenario analysis that the Group
has undertaken, the climate-related risks and opportunities
identified to date, our current and anticipated impacts of
climate change, and how we plan to transition to a lower
carbon, more climate-resilient business that supports a just
transition.
Scenario analysis
Scenario analysis is a method of exploring the impact of
different plausible future states and associated outcomes
and actions to assist an entity to identify its climate-
related risks and opportunities and test the resilience of
its business model and strategy. It considers two types of
climate-rated risks:
• Transition risks: risks related to changes in policy,
technology, markets, and reputation as the economy shifts
to lower emissions.
• Physical risks: risks relating to acute and chronic physical
impacts of climate change, such as more frequent extreme
weather events, sea level rise, and longer-term changes in
rainfall and temperature.
In 2023, the Group engaged with other New Zealand retailers
that are Climate Reporting Entities and KPMG New Zealand
to develop shared scenarios for the New Zealand retail sector
(Retail Sector Scenarios). These scenarios are detailed in a
published report entitled “The Futures of Retail”, available at
bit.ly/4mMYnTQ. We refer to this report by way of additional
context and do not incorporate that report into these climate
statements by cross reference.
In FY24, the Group adapted the Retail Sector Scenarios
and conducted qualitative analysis to develop its climate-
related scenarios and help identify climate-related risks and
opportunities over the short-, medium– and long-term.
To maintain comparability, we have kept the same naming
conventions as the sector work: Orderly Transition, Disorderly
Transition, and Hot House (Current Policies) as described on
pages 31 and 32.
Strategy
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Scenario development process
The process we followed in FY24 sought to answer two core
questions:
1. How could climate change plausibly affect our business
performance and financial results?
2. What should we do, and when?
We adapted the External Reporting Board's Entity-
Level Six-Step Scenario Analysis methodology for our
business context. We ran a series of workshops with senior
stakeholders from across our organisation with knowledge
of key aspects of our value chain to set the scope and
timeframes, and to identify the most material climate-related
risks and opportunities. The process was led internally
to build greater ownership of the outcomes, with KPMG
engaged to provide external challenge during a workshop
focused on identifying key driving forces (see also page 33).
The process was a stand-alone qualitative analysis, no
quantitative modelling was undertaken, and it was not
integrated into our usual strategy processes.
Steps 1 and 2
Engage and frame the problem
We engaged internal key stakeholders who play a critical role in
governing and managing our value chain.
Step 3
Identify and prioritise driving forces
We assessed broad-scale PESTLE factors (Political, Economic,
Social, Technological, Legal and Environmental) most likely to
influence the future operating environment.
Step 4
Select pathways and outcomes
We drew on publicly available scenarios from the Network for
Greening the Financial System (NGFS), the Intergovernmental
Panel on Climate Change (IPCC), and the New Zealand Climate
Change Commission (CCC), alongside the Futures of Retail
Sector Scenarios.
Step 5
Draft Narratives
We developed coherent narratives consistent with the Retail
Sector Scenarios and applied this to the Group’s drivers,
outcomes and pathways.
Step 6
Review and finalise
We tested the scenarios through workshops for internal
consistency and fitness for purpose, documenting the process,
methodology and outputs.
FY25 review of climate-related scenarios
The scenario analysis undertaken in FY24 was reviewed
during FY25 which confirmed the scenarios and scenario
analysis were still relevant for the current reporting period.
During FY25, the Group also gave due consideration to the
outputs of this analysis as part of its FY26–FY28 strategy
process and in agreeing its Directional Short-term Strategic
Intent (see page 41).
Looking ahead, a key task in FY26 will be to review and
refine the climate scenario narratives, boundaries, and key
risk and opportunity drivers to ensure they remain aligned
with the Group’s business model, including our global
supply chain exposure.
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THE WAREHOUSE GROUP CLIMATE SCENARIOS
CATEGORYSCENARIO 1: ORDERLYSCENARIO 2: DISORDERLYSCENARIO 3: HOT HOUSE
ScenarioNet Zero 2050Delayed TransitionCurrent Policies
Intergovernmental Panel on Climate Change (IPCC) –
Shared Socio-economic Pathways (SSP)
SSP1–1.9SSP 1–2.6SSP 3–7.0
New Zealand Climate Change Commission (CCC)
scenarios
TailwindsHeadwindsCurrent policy reference
Policy Reaction to Climate ChangeImmediate and smoothDelayed to fast uncoordinated changeSlow change
Technology ChangeFast changeSlow to fast changeSlow change
Consumer Sentiment
Rapid reorientation towards sustainable lifestyles, as
characterised by a focus on wellbeing and conscious
consumption
Current trends continue to 2030, then abruptly
transition towards sustainable lifestyles as the physical
impacts of climate change (and biodiversity loss)
hit home
Current consumption trends continue, including the
adoption of more sustainable lifestyles by successive
generations
Physical RiskModerateModerateExtreme
Transition RiskLow to moderateHighLow
Summary
An ambitious and coordinated transition to a low-
emissions, climate-resilient future. Stringent climate
policies, innovation, ambitious investment, and medium-
to-high deployment of carbon removal solutions limit
global warming to 1.6°C in 2050 and 1.4°C by 2100.
Ambitious action is delayed to 2030, followed by
sudden and uncoordinated economic transformation.
Extensive, stringent and punitive government
intervention, but late government intervention, in
combination with some deployment of carbon removal
solutions, limits global warming to 1.7°C in 2050
and 1.67°C by 2100.
Current emissions reduction policies are implemented.
Current socio economic trends continue, resulting in
2°C global warming by 2050 and more than 3°C
by 2100.
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Scenario narratives
Overview:
New Zealand’s retail sector is nearly unrecognisable.
Traditional retail business models based on the rapid churn
of consumer goods are no longer business as usual. Retailers
have transformed their business models to purposefully
promote and support conscious consumption.
Structural forces:
Data is omni-present throughout retail value chains, from
sourcing, to point of sharing and/or sale, to end-of-life. This
enables retailers, their partners and customers to make
informed decisions about what they buy, how they buy and
from whom in order to minimise their carbon footprint.
Society:
As generations that have grown up within the context of
an interwoven climate and biodiversity crisis gain political,
economic and cultural power – the world undergoes a seismic
shift. A long-term, interconnected view of the world that
considers the wider social, cultural and environmental impacts
of all we do has become the norm.
Key trends:
• International and domestic policy settings aim to limit
total warming by the end of the century to less than
1.5 degrees celsius.
• Consumption is oriented towards products that use
less resources and energy. Consumers are increasingly
committed to sustainable lifestyles.
• Society is driven by an increasing commitment to
sustainable development goals; inequality is reduced
both between and within countries.
• The uptake of sustainable technologies
e.g. renewable energies and carbon capture and storage,
as well as technologies to better manage climate-related
risks, is fast.
Overview:
The world shifts late and abruptly to a more inclusive and
sustainable development pathway that respects environmental
boundaries. Management of the shared natural resources
eventually improves but needs to make up for decades of lost
action. Large New Zealand based retailers that have adapted
to the rapid changing forces have transformed their role in
the economy from pushing conspicuous consumption to
purposefully promoting and enabling conscious consumption.
Structural forces:
To compensate for yet another lost decade, government
regulation is far more extensive, invasive and punitive than
under a Net Zero 2050 scenario. Materials and energy are
increasingly expensive worldwide, but particularly in New
Zealand and other small countries, driving up the cost of goods
and services.
Society:
A long-term, interconnected view of the world that considers
the wider social, cultural and environmental impacts of all we
do has become the norm. However, New Zealand’s delayed,
abrupt and highly disruptive transformation has taken a heavy
toll on consumers’ mental wellbeing.
Key trends:
• National and domestic policy settings fail to halve
greenhouse gas emissions by 2030 but succeed in
reaching net zero emissions by 2050.
• Consumption reorients belatedly and suddenly towards
products that use less resources and energy.
• Society is driven by an increasing commitment to achieve
overdue development goals; inequality is eventually
reduced across and within countries.
• The uptake of sustainable technologies is slow until 2030
and then extremely fast.
Orderly Scenario –
Net Zero 2050
Disorderly Scenario –
Delayed Transition
Hot House Scenario –
Current Policies
Overview:
This is a divided world that refuses to cooperate and confront
the non-negotiable realities of environmental boundaries.
Instead, countries focus on their short-term domestic best
interests, resulting in persistent and worsening inequality
and environmental degradation. New Zealand’s retail sector
has made steady but only incremental improvements in its
environmental and social sustainability. Consumers can access
detailed information about products’ environmental and social
footprint, but most don’t. Instead, price, social status, and point
of origin are primary purchase considerations.
Structural forces:
Worldwide degraded soils, limited investment and chaotic
weather are placing significant strain on production and
affordability. As global supply chains become brittle, the
complexity and cost of importing retail goods has risen –
posing particularly significant challenges to importing products.
Society:
Amidst all the evidence of accelerating environmental and
societal decay, the majority of consumers do little to demand
any substantive change from government and industry to
address the climate issues.
Key trends:
• International and domestic policy settings fail to halve
greenhouse gas emissions by 2030 or reach net zero
emissions by 2050.
• New Zealand consistently fails to meet its emissions
budgets, instead relying on international offsets.
• The Government of New Zealand increasingly focuses on
adaptation to the physical impacts of climate change rather
than action to reduce emissions.
• While an increasing number of consumers are concerned
about sustainability, purchase patterns and consumer
surveys indicate that most remain wed to resource and
energy-intensive lifestyles.
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Scenario rationale and scope
The Orderly, Disorderly and Hot House scenarios were
developed by the retail sector using a consistent set of
assumptions about how society and the economy might
change, how emissions could be reduced, and how the climate
itself is likely to be affected. This scenario framework brings
together a mix of global and local climate projections to give us
broad guidelines for testing different futures.
The Group’s first scenario, Orderly decarbonisation, and third
scenario, Hot House, align with the mandated NZ CS scenarios,
while Disorderly was chosen to represent a more challenging
and disrupted transition. These scenarios are consistent with
the Retail Sector Scenarios (but adapted for the Group’s
own business) and therefore support comparability with the
disclosures of other retailers. To support this comparability, we
have also applied the same time horizons agreed across the
retail sector to define short, medium and long-term risks and
opportunities. No further scenarios were developed.
The climate-related scenarios have been limited to the
following boundaries when assessing the scope and
materiality of climate-related risks and opportunities.
Climate-related scenario governance
The governance process included ELT participation in
scenario workshops to ensure our most material climate-
related risks and opportunities were considered. Likelihood,
impact and management actions associated with proposed
material risks and opportunities were reviewed.
The ESS Committee maintained continuous engagement
with management throughout the scenario analysis process.
This ongoing dialogue was instrumental in identifying and
sense checking our climate-related risks and opportunities,
including establishing strategies to mitigate these risks.
The overall scenarios and results of the analysis were also
reviewed by the Audit and Risk Committee and the Board.
Climate-related risks and
opportunities
The tables on the following pages set out the Group’s material
climate-related risks and opportunities under the three
climate-related scenarios. Each risk and opportunity was
assessed using our internal materiality matrix for each scenario
PARAMETERSBOUNDARIESRATIONALE
Geography
New Zealand
China
Bangladesh
Australia
New Zealand is where our 190+ sites are located for the Group and comprise 10,000
team members. Together, New Zealand, Australia, China and Bangladesh make up more
than 80% of our sourced products.
Retail categories
Fast-moving consumer goods
(FMCG)
Slow-moving consumer goods
(SMCG)
We have kept the same category as the Retail Sector Scenarios of FMCG and SMCG
to allow for valuable sector-wide insights without requiring overly detailed sub-sector
analysis.
Value chain elements
Tier 1 and Tier 2 Manufacturing
New Zealand Distribution
Retail
International supply-chain logistics
We have kept the elements from the retail sector scenarios with the addition of International
Supply Chain Logistics to account for the impacts from the different countries from which
the Group sources products.
Time horizons
Short-term: 2024-2030
While the retail sector operates on a one to three year time horizon, 2024-2030 aligns
with the New Zealand retail sector scenario setting, as well as the Group’s own five-year
strategic planning process.
We have aligned with the New Zealand retail sector scenario setting, and encompassed
the 10-year period between short-term and allowing for a 10-year long-term period up
to 2050.
We have aligned with both international and New Zealand commitments to limit the
global temperature increase to 1.5 degrees celsius above pre-industrial levels, and
global ambitions for net zero emissions to be attained by 2050.
Medium-term: 2031-2040
Long-term: 2041-2050
and time horizon, evaluating each risk’s likelihood and
impact on the Group. Items below the materiality threshold
are not disclosed, but we will continue to monitor them and
update our disclosures if materiality changes.
The list of climate-related risks and opportunities remains
unchanged from FY24, and we do not consider there to be
any material changes to that assessment. We have refined
how they are described, clarifying current and anticipated
impacts and, where relevant, links to enterprise-level
key risks. We also identified potential key risk indicators,
although these require further development.
We use short, medium and long-term horizons consistent
with our scenario analysis, with the rationale set out in the
table above.
Following a cross-scenario consistency check, we made
minor adjustments to seven risk profiles (denoted by an
asterisk next to the risk title in the tables). At a high level,
these align ratings where common drivers apply across
scenarios and time horizons and rebalance a small number of
short versus medium-term ratings to reflect stabilising effects
under an Orderly transition and cumulative effects under
Disorderly and Hot House pathways.
For our FY25 CRD, we have applied Adoption Provision
2 (anticipated financial impacts) and are therefore not
disclosing anticipated financial impacts of climate-related
risks and opportunities this year.
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Transition Risks
TR 1 – CARBON TAXES*
Exposure to climate-related pricing across our value chain, and competitiveness risks if other countries or jurisdictions apply weaker standards.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
We are already seeing cost pass-throughs from supply
chain partners indirectly exposed to the New Zealand
Emissions Trading Scheme (ETS). These impacts are
currently limited and not considered material, but
signal the early stages of broader cost exposure.
Actual financial impact: Not material. The Group has
not incurred any significant costs or other impacts
owing to this risk in FY25.
Rising carbon costs across freight, imported goods,
and energy could materially increase cost of goods
sold. There is also a risk of abrupt regulatory shifts to
meet delayed Paris-aligned commitments. If other
countries do not impose similar restrictions, the
Group’s carbon-adjusted products may become less
competitive.
.
Now: Current strategies include securing a solar
Power Purchase Agreement with Lodestone Energy,
measuring supplier emissions, using more recycled
materials, electrifying our passenger fleet, and running
in-store post-consumer recycling.
Next: Looking ahead, we plan to deepen our
engagement with branded suppliers and third parties
on emissions reductions and support policies that
enable an orderly transition.
Short-term
Medium-term
Long-term
Key Risk Indicators
Key risk indicators under consideration include prevalence of supplier carbon cost pass-throughs and NZ ETS price
movements are under consideration.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risk on ‘Profit margins and costs’ as it may contribute to
inflationary pressures.
TR 2 – INSURANCE PREMIUMS*
Insurance rates surge leading to increased indirect (operating) costs and impact on margin and potentially putting the business in a compromised position where it may have to self-finance situations not covered by insurance.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Premiums across our sites had been trending upward
until recently. While we’ve not yet seen climate-
related cover restrictions in New Zealand, these are
emerging in other regions (e.g. California). In 2024,
global economic losses from natural disasters reached
record levels – a trend that is expected to continue or
intensify in 2025.
Actual financial impact: Not material. Insurance costs
in FY25 remain within current tolerances and have not
yet had a material impact on operating margins.
Insurance providers may impose higher premiums,
reduced limits, or exclusions on climate-exposed
assets, particularly warehouses and logistics hubs.
Over time, this could materially increase costs or leave
parts of the business exposed to uninsured risks,
particularly as reinsurers reassess climate exposure
across Australasia.
Now: The geographic diversity of our sites across New
Zealand helps reduce exposure, supported by regular
asset reviews and ongoing insurance cost optimisation.
Next: Future actions may include integrating climate
change into long-term planning and assessing both
direct and indirect insurance risks across our business
and supply chains.
Short-term
Medium-term
Long-term
Key Risk Indicators
Key risk indicators under consideration include year-on-year changes in insurance premiums and the emergence of climate-
related exclusions.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risk on ‘Profit margins and costs’ as it may contribute to
inflationary pressures.
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
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TR 4 – BRAND REPUTATION
Falling behind shifting consumer expectations on sustainability, leading to loss of market share and reduced revenue potential if competitors adapt faster.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
The Group remains under competitive pressure,
with recent shifts in perception driven by a range of
factors. This is further compounded by Kantar research
indicating the Group lags peers on key sustainability
perceptions.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
The Group is perceived as lagging on sustainability,
it risks losing customer preference, market share, and
brand trust – affecting long-term revenue growth.
While short-term consumer focus may shift during
economic pressure, history shows sustainability
expectations can rebound quickly, meaning
reputational damage from inaction on sustainability
could carry financial consequences.
Now: While there remains work to do, actions we
have taken to support our reputation in relation to
sustainability include our partnership with Lodestone
Energy, improving the sustainability of our products
and raising $80+ million for New Zealand communities
since 1982 (noting that this spend relates to
communities generally and is not necessarily related to
climate change).
Next: Evolving our business model by embedding
sustainability and community impact into core product
and service design, sourcing practices, and customer
engagement – recognising that significant investment
may be required to remain competitive and relevant.
Short-term
Medium-term
Long-term
Key Risk Indicators
Customer and team member sentiment on sustainability, stakeholder enquiries, and brand index tracking via Kantar
Corporate Reputation Index and Better Futures.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risks on ‘Merchandising and product mix’, ‘Talent
capacity and capability’ and ‘Business and brand proposition’ as sustainability is valued by customers and team members.
Transition Risks (continued)
TR 3 – CLIMATE REGULATIONS*
Increased complexity, cost and resources needed to meet increasing climate regulatory needs, leading to increased indirect (operating) costs and impact on margin.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Our current exposure includes costs associated with
climate disclosures, but these are considered largely
immaterial.
Actual financial impact: Not material.
Climate regulation is expected to tighten over time.
If action is delayed, there is a risk of a sharper, more
costly regulatory shift to meet Paris-aligned targets,
resulting in sudden cost increases or compliance
pressures across the business.
Now: Use of skilled internal resource to meet
compliance requirements and engaging external
experts only where needed.
Next: Ensuring sufficient resourcing and capital to
support environmental initiatives and advocating for
policy settings that support an orderly transition.
Short-term
Medium-term
Long-term
Key Risk Indicators
Current and emerging climate-related regulatory obligations and associated compliance impacts.
Links to Key Enterprise Risks
This risk is not considered material in isolation but links to enterprise risks on ‘Profit margins and costs’ and ‘Business and
brand proposition’.
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
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Transition Risks (continued)
TR 5 – PRODUCT AFFORDABILITY
Growing inequality and inflation reduce customers’ ability to afford non-essential or more sustainable products, while rising costs of goods and operations compress margins and constrain the Group’s ability to grow sales.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Rising living costs and affordability pressures
continue to limit discretionary spending, particularly
for lower-income households, affecting demand for
higher-value and more sustainable products. Elevated
Cost of Goods Sold and Cost of Doing Business are
also squeezing margins. Despite some offset through
pricing and cost control, financial pressure remains
across key categories.
Actual financial impact: Not material. Sustainability
initiatives have had little impact on revenue or profit
to date, and affordability pressures are not currently
linked to our sustainability efforts.
Persistent cost pressures and constrained affordability
could limit growth and margin recovery, particularly if
more sustainable options remain priced at a premium.
However, if consumer sentiment rebounds and
demand strengthens for ethical, low-impact products,
the Group could benefit – provided it maintains
affordability and trust. The financial impact depends
on the speed and shape of this shift.
Now: We continue to offer everyday low-price items
while actively managing costs to protect margins. At
the same time, we’re working to make more sustainable
product options more accessible without pricing out
value-focused customers.
Next: Improving efficiency and reducing costs through
inventory and operational optimisation. We support a
just transition – ensuring sustainability improvements
are inclusive and don’t exclude value-focused
customers, with affordability remaining central to
product innovation and range design.
Short-term
Medium-term
Long-term
Key Risk Indicators
Key risk indicators under consideration include availability and affordability of more sustainable product options at better
and best price points, and the impact of cost-of-living pressures on customer value perception.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risks on ‘Merchandising and product mix’, ‘Profit
margins and costs’ as climate-driven changes to inputs or product performance may affect affordability, price, and value
perception.
Physical Risks
PR 1 – FREIGHT DISRUPTION*
Extreme weather events disrupting global and domestic freight, delaying shipments and impacting availability during key trading periods – reducing revenue potential.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
In FY25, severe flooding in Bangladesh disrupted major
cargo routes, and extreme weather affected parts
of China; however, there was no observed material
impact on Group shipments. Flooding in New Zealand’s
South Island caused localised disruption but did not
materially affect domestic logistics or key trading
periods.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
As extreme weather events become more frequent, the
risk of disruption to inbound shipments may increase.
Missed delivery windows during high-volume periods
could lead to lost sales and margin pressure, especially
in seasonal or promotion-sensitive categories.
Now: Actively monitoring supply channels and working
with freight partners to identify alternative routes for
critical categories to manage disruption risk.
Next: Continue collaborating with supply chain
partners on more resilient transport solutions and
routing options to maintain product availability during
future climate-related events.
Short-term
Medium-term
Long-term
Key Risk Indicators
Freight delays linked to extreme weather and associated costs as part of broader business continuity monitoring.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risk on ‘Profit margins and cost’ as climate events may
contribute to delivery delays, cost increases, or mode shifts..
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
CLIMATE-RELATED
DISCLOSURES
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GROUP
Physical Risks (continued)
PR 2 – FACTORY DISRUPTION*
Physical climate-related impacts in key sourcing countries like China and Bangladesh disrupt factory operations, leading to supply challenges, higher input and freight costs, and reduced profitability.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Extreme flooding in parts of Bangladesh and southern
China during FY25 are not known to have impacted
factories supplying the Group, but highlights the
growing exposure of sourcing locations to climate-
related events.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
As climate-related impacts intensify, more frequent
disruptions in vulnerable sourcing regions could affect
availability and cost. Extended lead times or shifting
production may be required, increasing pressure on
supplier relationships and margin.
Now: Supply chain diversification to reduce reliance on
single-source or single-country suppliers. Supporting
suppliers with training and tools to strengthen their
climate resilience.
Next: Assessments to identify factories most exposed
to climate hazards and will work with our most material
suppliers to develop targeted adaptation plans.
Short-term
Medium-term
Long-term
Key Risk Indicators
Factory disruption linked to extreme weather events and supplier-reported climate incidents as part of broader business
continuity and sourcing risk monitoring.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risk on ‘Profit margins and cost’ as extreme weather
events could affect factory operations and production continuity in key regions.
PR 3 – AVAILABILITY OF RESOURCES*
Climate-related impacts on raw material supply chains reduce the availability of sourced goods and increase landed product costs for the Group.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
There are emerging signals that climate change
is beginning to affect the availability of specific
commodities – such as coffee and cocoa – but these
impacts are currently limited and have not materially
affected Group sourcing or costs to date.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
If climate pressures on key commodities intensify, we
may face higher costs, reduced availability, or need
to substitute materials. While we can often pivot,
sustained disruption could impact margins, limit range
flexibility, and create customer risk if competitors
maintain availability or pricing where we cannot.
Now: Diverse portfolio of products and raw materials,
use of recycled content, and supplier engagement to
help manage volatility.
Next: Identify our most critical raw materials and
monitor associated markets. As a general retailer,
we have the ability to pivot to alternative materials/
products when inputs become unsustainable or
uneconomic.
Short-term
Medium-term
Long-term
Key Risk Indicators
Climate-related supply constraints and input availability issues as part of broader business continuity and supply risk
monitoring.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risks on ‘Merchandising and product mix’ and ‘Profit
margins and costs’ as changing climate patterns may reduce access to critical raw materials or agricultural inputs.
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
CLIMATE-RELATED
DISCLOSURES
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Physical Risks (continued)
PR 4 – GEOPOLITICAL INSTABILITY
Climate-related geopolitical instability in key sourcing regions disrupts manufacturing and supply chains, impacting product availability, revenue, workforce continuity, and customer trust.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Geopolitical uncertainty has increased, but there is
no evidence of material climate-related supply chain
impacts to date. Unrest in Bangladesh in August
2024 led to temporary disruption at several garment
factories supplying the Group. While not climate-
related, it highlights the type of instability that could
occur in fragile regions during severe climate events.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
Ongoing global geopolitical instability could impact
key sourcing regions, disrupting supply chains or
increasing costs. This may affect product availability
and margins, requiring continued vigilance and
supplier diversification to manage potential risks.
Now: Actively participate in industry groups
and alliances promoting climate resilience and
sustainability, including the New Zealand Business
Roundtable in China (NZBRiC), which advocates on
New Zealand-China matters and climate-related
issues.
Next: Supply chain mapping to identify critical points
vulnerable to climate disruption and reduce reliance
on any single supplier or region prone to climate risks.
Short-term
Medium-term
Long-term
Key Risk Indicators
Climate-related geopolitical instability in key sourcing regions and freight routes monitored as part of our business continuity
and supply chain risk processes, supported by in-country teams and external risk intelligence tools.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risk on ‘Agility and responsiveness’ as climate impacts
may exacerbate volatility in migration, supply insecurity, and political unrest in key regions.
PR 5 – TRADING DISRUPTION*
Increasingly severe weather events, power outages, and access issues may disrupt trading and logistics in parts of New Zealand – making some stores temporarily inaccessible or potentially untradeable over the longer term.
CURRENT IMPACTSANTICIPATED IMPACTS RISK MITIGATION STRATEGIES
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Localised disruptions have occurred due to extreme
weather, such as flooding in key regions including
Otago, Canterbury, and Nelson Tasman. These impacts
have been minor and temporary – for example, our
Motueka store closed one afternoon/evening in June
2025 but reopened the next day.
Actual financial impact: Not material. There was no
material climate-related financial impact in the current
year from this risk.
More frequent or severe weather events and related
infrastructure challenges may increase the risk of
trading disruptions. This could lead to temporary store
closures, supply delays, or access issues, potentially
impacting sales and customer experience in affected
areas.
Now: Use of Starlink satellite internet and generators
to maintain store operations where required. While
relocation would be disruptive, we have the ability to
adapt operationally in the short term where needed.
Next: Mostly leased sites provide some flexibility to
relocate stores over time. Maintaining a robust financial
planning process and risk management framework will
help anticipate and mitigate potential economic and
climate resilience challenges.
Short-term
Medium-term
Long-term
Key Risk Indicators
Store or Distribution Centre closures and trading impacts linked to localised weather events as part of broader business
continuity and incident response tracking.
Links to Key Enterprise Risks
This risk is not considered a key risk in isolation, but links to enterprise risks on ‘Profit margins and costs’ and ‘Agility and
responsiveness’ as localised climate-related events may temporarily disrupt store trading or distribution centre activity.
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
CLIMATE-RELATED
DISCLOSURES
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INDEX
APPENDICES
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GROUP
Opportunities
CO 1 – PRODUCT SUSTAINABILITY
The Group could become a market leader by leading the shift to affordable low-cost energy-efficient/more sustainably sourced products.
CURRENT IMPACTSANTICIPATED IMPACTS MANAGEMENT ACTIONSSCENARIOTIME PERIOD
STRATEGIC
LINKAGE
The Group continues to face strong consumer
expectations around both affordability and sustainability.
While most consumers care about sustainability,
they expect businesses like ours to deliver it without
being asked to pay more. This is supported by recent
research by Kantar which found 74% of New Zealanders
believe companies have a responsibility to provide
more sustainable products at an affordable price.
Kantar research also suggests the Group lags peers
on key sustainability perceptions, presenting a near-
term opportunity to rebuild brand equity and trust by
reducing the environmental harm of products. In the
longer term, strengthening value-aligned performance
could support customer loyalty, differentiation, and
commercial resilience.
Actual financial impact: Not material. While no direct
financial uplift has been identified, shifts in brand
perception suggest a potential longer-term impact on
competitiveness.
As cost-of-living pressures continue, delivering more
sustainable product options without a price premium
may help the Group regain consumer trust and brand
credibility in the near term. Over time, improving
performance on product sustainability could support
long-term competitiveness by attracting values-driven
customers, protecting margin through efficiency, and
differentiating the Group in an increasingly scrutiny-
driven retail market.
Now: Improving product and packaging sustainability
in line with agreed commercial guardrails. This
includes removing or replacing high-impact materials,
increasing the proportion of preferred sustainability
attributes, and progressing supplier engagement on
climate and ESG maturity. Rollout of a Sustainable
Supply Chain Finance programme with HSBC will
commence from the start of FY26 for key suppliers.
Next: Progressing agreed Scope 3 reduction priorities
and deepening supplier collaboration to scale access
to low-cost, low-impact product solutions.
OrderlyShort – Long term
Product Sustainability
Leadership is one of our
Sustainable Living Plan
priorities.
This opportunity
also links to Brand
Reputation and
Product Affordability
climate-related risks.
CO 2 – LOW CARBON INNOVATION
Increased availability of technological solutions and infrastructure to support low-carbon activities and improve business and supply chain efficiencies.
CURRENT IMPACTSANTICIPATED IMPACTS MANAGEMENT ACTIONSSCENARIOTIME PERIOD
STRATEGIC
LINKAGE
Infrastructure and technology solutions
(e.g. zero-emissions freight, sustainable finance) are
becoming more accessible, though many remain nascent
or not yet commercially viable for the Group's scale.
Actual financial impact: Not material. While there has
been some modest investment and efficiency trials
in specific areas, these are not currently considered
material for the Group.
Innovation and investment in decarbonisation
technologies and low-emissions infrastructure remain
high, particularly across logistics and energy. As key
supply chain partners progress their climate goals,
the Group is expected to benefit from improved access
to low-carbon transport, lower operational emissions,
and potentially reduced transition costs.
Now: Actions include shifting to a long-term solar
Power Purchase Agreement with Lodestone Energy,
electrifying our group passenger fleet, and ongoing
efforts to improve logistics and store operations
through efficiency and emissions reduction initiatives.
Next: Continued efforts to improve business and
supply chain efficiencies and deepening collaboration
with supply chain partners to scale access to low-
cost, low-impact solutions, in line with agreed capital
expenditure and investment guardrails.
OrderlyShort – Long term
Running a more
Sustainable Operation
is one of our
Sustainable Living Plan
priorities.
This opportunity also
links to Carbon Taxes,
Insurance Premiums,
Freight Disruption,
Factory Disruption
and Trading Disruption
climate-related risks.
CLIMATE-RELATED
DISCLOSURES
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Opportunities (continued)
CO 3 – SUSTAINABLE LIVING
Opportunity to help our customers live a more sustainable and affordable lifestyle.
CURRENT IMPACTSANTICIPATED IMPACTS MANAGEMENT ACTIONSSCENARIOTIME PERIOD
STRATEGIC
LINKAGE
Cost of living and energy hardship – affecting around
1 in 3 New Zealand households – continue to shape
purchasing decisions and household energy use.
Some households are being forced to choose between
staying warm and buying food. Demand for more
sustainable choices remains strong among consumers,
while Business-to-Business customers – including
insurers – are increasingly seeking energy efficient and
repair options, and climate-related data. This creates a
growing opportunity for the Group to help customers
adopt more sustainable lifestyles affordably, through
trusted, value-led solutions.
Actual financial impact: Not material. However, the
current context suggests growing strategic relevance.
The case for household efficiency and electrification is
expected to strengthen further. But many households
may be financially locked out of accessing more
efficient appliances, heating, or rooftop solar without
support. The Group has an opportunity to bridge this
gap – through affordable products, service-based
models and support with installation, repair and
post-consumer disposal solutions – helping reduce
household costs while building long-term trust and
relevance.
Now: Ongoing action to expand the range and
affordability of energy – and water-efficient products
in line with commercial guardrails. This includes
continued support for post-consumer waste solutions
and trialling the use of customer rewards and
incentives to encourage more sustainable choices.
Next: Exploring new B2B and B2C products and
services to support home electrification and efficiency
and service-based models that enable lower-cost,
lower-impact lifestyles. Continued development of
repair, reuse, and circular services to help customers
reduce their footprint and avoid rising disposal costs.
This includes strengthening collaboration with key
partners such as EECA.
Hot HouseMedium – Long term
Sustainable Living
Solutions and
Circular Solutions for
Customers are two of
our Sustainable Living
Plan priorities.
This opportunity
also links to Brand
Reputation and
Product Affordability
climate-related risks.
CO 4 – FUTURE PROSPEROUS AOTEAROA NEW ZEALAND
Aotearoa New Zealand is seen as a comparatively climate-resilient location and access to capital and immigration leads to more prosperous economic conditions for trading in the long term.
CURRENT IMPACTSANTICIPATED IMPACTS MANAGEMENT ACTIONSSCENARIOTIME PERIOD
STRATEGIC
LINKAGE
Aotearoa New Zealand is increasingly perceived as a
comparatively stable location. However, to date there
has been no material shift in trading performance or
market growth linked to this.
Actual financial impact: Not material.
Climate-induced geopolitical shifts may increase the
country’s economic resilience and attractiveness. Over
the long term, the Group could benefit from inward
migration, capital inflows, and economic stability, if
positioned to respond.
Now: Nothing significant of note.
Next: Embedding resilience thinking into growth
planning and strategic investments.
Disorderly / Hot House Long-term
This is not currently
considered strategically
material. It is disclosed
to acknowledge that it
has been assessed.
This opportunity also
links to Geopolitical
Instability and Trading
Disruption climate-
related risks.
CLIMATE-RELATED
DISCLOSURES
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OUR PEOPLEOUR RELATIONSHIPS
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GRI STANDARDS
INDEX
APPENDICES
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GROUP
Transition planning
The Group’s overall business model and strategy are described
earlier in this report (page 8). That description is included in these
climate statements by cross-reference.
In FY25, our primary focus remained our Fighting Fit turnaround
plan – stabilising performance and sharpening The Warehouse’s
customer value proposition and market position – while, in parallel,
shaping the Group’s strategy through to FY28. This three-year
horizon frames our first Climate Transition Plan (the "Transition
Plan"): we identified actions that we are planning through to FY28.
Beyond FY28, actions identified in the Climate Transition Plan are
indicative only and will be refreshed annually as strategy evolves.
As a founding signatory of the Climate Leaders Coalition, we
support the goals of the Paris Agreement and are committed to
contributing to New Zealand’s target of net zero GHG emissions
by 2050. Sustainability remains both a key brand differentiator
and a source of value creation for the Group, but transition
priorities have been shaped inline with commercial realities.
Guided by our Sustainable Living Plan (see page 9) and
underpinned by a Directional Short-term Strategic Intent agreed
with the ELT, the ESS Committee and the Board, the transition
sets out how we intend to move towards becoming a lower-
carbon, more climate-resilient business that supports a just
transition. Alongside emissions reduction, the transition plan also
aims to build resilience into our operations and supply chain to
prepare for the impacts of climate change.
In developing this first transition plan, we identified a set of key
actions already completed during the FY23 – FY25 period. These
included, for example, progress on product sustainability, circular
customer solutions, a solar power purchase agreement with
Lodestone Energy, passenger fleet electrification, and governance
improvements. These achievements provide the foundation for our
FY26 – FY28 priorities. We expect the plan will continue to evolve
annually, building on what has been achieved to date.
The transition plan focuses on four priority levers:
• Products and customers: expanding lower-impact ranges
and services that help customers reduce in-use emissions and
household energy costs.
• Supply chain: improving supplier data quality and maturity
and targeting embodied-emissions reductions in priority
categories.
• Operations: improving energy performance of stores and
distribution centres, optimising logistics and reducing waste.
• Ways of working: embedding climate considerations in
day-to-day decisions through stronger governance, clearer
accountabilities and better data.
We do not anticipate a fundamental change to the Group’s
business model under the current FY28 strategy, though some
ongoing adaptation may be necessary. These transition areas are
embedded in the Sustainable Living Plan and are expected to help
mitigate material climate-related risks and leverage opportunities.
The Group has set climate-related targets that span near-term
priorities through to longer term ambitions, including emissions
reduction and supplier engagement. Near-term goals and
actions to FY28 provide the stepping stones to these longer-
The Transition Plan was developed through a
two-phase process with ELT workshops and Board
playbacks:
Phase 1: we reassessed climate-related risks and
opportunities, identified consistent themes and
“no-regret” actions, agreed key assumptions and
set a Directional Short-term Strategic Intent as the
framing for the plan.
Phase 2: we translated this into specific action
areas for FY26–FY28 and identified signals to
monitor progress and guide future choices.
These were aligned with operational priorities
and agreed as the foundation for our inaugural
transition plan.
term targets. Full details are outlined in the Metrics and targets
section (page 44).
Delivering our transition plan depends on addressing several
foundational challenges: gaps in Scope 3 data and supplier
maturity, the risk of misalignment in policy and regulation,
and constraints around cost, capital and technology. We also
recognise the inherent tension between our drive to return to
profitability and business growth, and the need to reduce our
environmental footprint. We are also mindful of emerging issues
such as the emissions footprint of AI and digital technologies.
Regulation, insurance costs, consumer sentiment and supply
chain resilience remain key uncertainties. In particular, insurance
premiums and coverage restrictions driven by climate-related
shifts are being monitored closely. These uncertainties are
being tracked so that our plan can adapt as conditions change.
Strengthened governance, better data and enhanced internal
capability will increase our capacity to pivot, ensuring we remain
resilient as climate-related risks and opportunities evolve.
An overview of the Transition Plan aspects of our strategy is set
out on page 42.
Internal capital deployment and
funding decision-making processes
The Group has not yet fully integrated all climate-related
risks and opportunities it has identified into its internal capital
deployment and funding decision-making processes. Similarly,
because our transition plan is new, we have not yet aligned it
with our internal capital deployment and funding decision-
making processes.Where relevant, climate and sustainability
factors are considered in capital expenditure, financing and
investment decisions, alongside business need and expected
return. Under the current FY28 strategy, no material transition-
related capital or investment is anticipated beyond existing
programmes.
Notable climate-related investments in FY25 are outlined in
the Metrics and targets section (page 48). Aligning our capital
processes more explicitly with transition and climate goals will
be an area of focus during FY26.
CLIMATE-RELATED
DISCLOSURES
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An overview of our Climate Transition Plan
The following provides an overview of our inaugural Climate Transition Plan. We expect that our Climate Transition Plan will continue to evolve over time as we take on feedback from our suppliers, key
stakeholders and in response to science, changing regulation, business needs, and our commercial and financial realities. This includes updating our goals, capabilities and innovations in response to
key challenges, assumptions, and dependencies we are monitoring.
TOWARDS BECOMING A LOWER CARBON, MORE CLIMATE-RESILIENT BUSINESS THAT SUPPORTS A JUST TRANSITION
Sustainable Living Plan
Building Blocks & Foundations
FY23-25
What we’ve done
FY26-28
What we’re planning
FY29+
What we’re anticipating as future steps
Linked Climate-related
Risks & Opportunities
Product Sustainability Leadership
✔ Product & packaging sustainability framework
✔ Supplier Sustainability Scorecard
✔ Overseas private label suppliers required to
provide climate disclosures
• Boost product/packaging sustainability within
guardrails
• Develop Scope 3 emissions reduction priorities
• Rollout Sustainable Supply Chain Finance
• Engage other suppliers on climate expectations
Further supplier collaboration and innovation to
improve product and packaging sustainability in
line with Sustainable Living Plan goals.
TR 1, 4 & 5
PR 3
CO 1
Sustainable Living Solutions
✔ Customer engagement partnership with EECA
✔ Trial of customer sustainability incentives
• Evolve key partnerships
• Product efficiency plans in place
Scale commercial solutions in collaboration with
supplier partners, key stakeholders and customers.
TR 4CO 2 & 3
Circular Solutions for Customers
✔ In store drop-off for soft plastics & some e-waste
✔ Incentivised clothing takeback in 5 stores
✔ Supported design of proposed plastic packaging
and e-waste product stewardship schemes
• Expand/extend post-consumer solutions where
possible
• Trial and rollout reuse prioritisation framework
• Continual development of commercial solutions
Scale more circular solutions in collaboration with
supplier partners, key stakeholders and customers.
TR 1 & 5CO 3
Running a More Sustainable
Operation
✔ Group wide Solar Power Purchase Agreement
with Lodestone Energy
✔ Group passenger fleet electrified
✔ 70%+ operational landfill diversion
• HVAC climate mitigation actions
• Efficiency baseline & roadmap for buildings/
logistics
• Waste reduction and landfill diversion plans
Future actions guided by new insights, public
policy, and innovation as we continue our pathway
to zero emissions across our owned New Zealand
operations by 2040.
TR 1, 4 & 5
PR 3
CO 2
Responsible Retail Foundations
✔ Minimum Sustainability & Ethical Sourcing
expectations include climate-related matters
✔ Executed plans to leverage sustainability and
community for improved customer engagement
• Mature customer engagement mechanisms
• Strengthen awareness of climate goals across
teams and suppliers
Future actions may include assessing supply chain
climate vulnerability and expecting strategic
suppliers to have adaptation plans in place.
TR 3
PR 1 – 4
CO 3
Supporting Activity & Enablers
Governance & Accountability
✔ Strengthened board & executive climate oversight
✔ Supported retail sector climate scenario modelling
✔ Initial climate risk alignment with enterprise risks
• Embed climate risks & opportunities into
enterprise risk management
• Clarify climate-related roles & decision pathways
Continue embedding climate considerations across
the business, supported by ongoing Board-level
reviews and scenario-based strategy updates.
All material
climate-related
risks
All climate-
related
opportunities
Data, Systems & Insights
✔ Mapped key data gaps & limitations
✔ Started improving Scope 1 – 3 data collection
• Improve data quality and completeness
• Strengthen inventory system to track emissions
Improve alignment with financial reporting and
scale emissions tracking through automation, AI,
and ERP integration.
TR 3CO 2
Policy & Financial Alignment
✔ ✔ Climate targets reflected in business strategy
✔ ✔ Began to consider climate in investment decisions
• Determine anticipated financial impacts of
climate impacts
• Align capex/opex with key decarbonisation pathways
Continued integration of climate into procurement,
investment, and capital planning processes
All material
climate-related
risks
All climate-
related
opportunities
OUR KEY GOALS
FY23 BASE YEAR
Scope 3 priorities
202620282030
confirmed with initial plans in place
milestoneTargetTarget
by spend have science-based targetsScope 1 & Market-based Scope 2 emissionsacross our New Zealand operations
80% suppliers65% reductionNet Zero emissions
2040
Aspiration
CLIMATE-RELATED
DISCLOSURES
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This section describes the Group’s processes for identifying,
assessing and managing climate-related risks and how those
processes are integrated into the Group’s overall enterprise risk
management framework.
Risk management framework
The Group’s Enterprise Risk Management Framework has been
designed to identify, assess, control and monitor key enterprise
risks. This assists the Group in achieving its objectives
and goals. It applies to all risks, including those related to
sustainability and climate, without explicitly prioritising one
type over another. More detail on the Group’s risk management
framework is available in our Annual Report.
The Group’s Sustainability and Ethical Sourcing team is
responsible for making the initial risk appetite determination
for sustainability, including climate-related risks, across risk
appetite profiles. This is undertaken with due consultation and
engagement with key internal stakeholders.
The ELT, supported by the Head of Internal Audit and Risk,
GM Sustainability and Ethical Sourcing, and the leaders of
specialist risk functions and other functional teams, monitor
the effectiveness of risk management activities. While there
is no set frequency for reporting, relevant risk insights and
metrics are periodically reported to the ELT and the ARC
(see also pages 26 to 28).
Integrating climate-related risks and
opportunities
In FY24, the Group identified its material transition and physical
climate-related risks and opportunities using the same short,
medium, and long-term horizons applied in its scenario analysis.
Boundaries were defined across four parameters: geography,
retail categories, value chain, and time horizons (see page 33).
Potential risks and opportunities were identified through a series
of cross-functional workshops assessing the impacts of internal
and external drivers on the business, using a PESTLE1 framework.
Each driver was considered in terms of:
• Direct or indirect links to climate change
• Transition or physical risk impacts
• Associated climate scenario (Orderly, Disorderly, Hot House)
• Time horizon for expected impact
Each risk and opportunity was then assessed against our internal
materiality matrix for each scenario and time horizon, evaluating
both likelihood and potential impact on the Group. Outputs were
refined through engagement with key stakeholders and the ELT,
then reviewed and acknowledged by the ESS Committee. Finally,
they were presented to the ARC and recommended by the ARC
for Board approval as part of the Group’s CRD approval process.
Climate-related risks and opportunities set out on pages 34 to
40 are maintained on a risk register by the Group’s Sustainability
and Ethical Sourcing team.
In FY25, the climate-related risks and opportunities that
were first identified in FY24 were reviewed twice to check
for material changes. The first review was undertaken in
the second quarter of FY25 as an input into the FY26–
FY28 strategy sessions and part of developing the Group’s
Directional Short-term Strategic Intent for the inaugural
Climate Transition Plan. The second review took place in
the fourth quarter of FY25 as part of finalising the Climate
Transition Plan and in readiness for updating linkages to
the Group’s revised key enterprise risks. The scenarios and
parameters agreed in FY24 remain unchanged for FY25.
The list of material climate-related risks and opportunities
also remains unchanged following the reviews in FY25, and
we consider there have been no material changes to the
assessment carried out in FY24. There have, however, been
improvements in how we describe risks and opportunities:
clearer articulation of each risk or opportunity, their current
and anticipated impacts, and the links to key enterprise-level
risks. Following a consistency check across climate scenarios,
minor adjustments were made to the profiles of seven material
climate-related risks (see pages 34 to 40). In addition, potential
key risk indicators have been identified, although there remains
work to do to further develop these.
Certain climate-related risks and opportunities have been
mapped to action areas in our first Climate Transition Plan, with
the most significant risks being monitored more closely than
others (see page 42). Recognising that risk management
processes are more established than opportunity
management processes, risks will continue to be managed
through the Group’s Enterprise Risk Management Framework,
while opportunities will be managed by the OSC under the
Sustainable Living Plan as this work matures.
Dynamic Risk Assessment and
enterprise risks
As noted in the governance section, the Group undertook a
Dynamic Risk Assessment (DRA) of its key enterprise risks in the
fourth quarter of FY25. In addition to evaluating risks’ likelihoods
and impacts, DRA considers both the interconnectedness
and velocity of risks to better understand their contagion
consequences. This exercise informed the Group’s revised set of
key enterprise risks. Climate-related risks and opportunities were
then mapped to these where relevant. While no climate-related
risks and opportunities are currently considered to be key
enterprise risks, they may amplify or contribute to those risks.
FY25 has marked a further evolution in our approach to
integrating key climate-related risks and opportunities into
the Group's overall risk management process. A major step
has been linking them more directly to climate transition
planning and to enterprise-level risk management. This work
will continue to mature through FY26 and beyond as actions
in the Climate Transition Plan are taken forward alongside the
management of the Group’s key enterprise risks.
Frequency of assessment
In the Group’s FY24 Climate-related Disclosures, we noted
an intention to review prioritised risks and opportunities on
a quarterly and annual cycle alongside scenario analysis.
In practice, our processes are still evolving as we put in
place the arrangements needed to meet phased-in CRD
disclosure requirements and adapt to changes in enterprise
risk management following the DRA. While we expect a more
regular review cycle to become embedded over time, this is
unlikely to be fully established for another one to two years. In
the meantime, we have reviewed our climate-related risks and
opportunities twice in FY25 as described in this section.
Risk Management
1. PESTLE: Political, Economic, Social, Technological, Legal, and Environmental factors used to
assess external drivers of risk and opportunity
CLIMATE-RELATED
DISCLOSURES
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This section sets out information relating to our climate-related
metrics and targets used to manage climate-related risks and
opportunities.
GHG emissions inventory
The Group has maintained its Toitū Envirocare carbonreduce
certified organisation status for FY25. The Toitū Envirocare
carbonreduce certification is a voluntary programme that we
participated in as part of our commitment to climate action.
This carbon certification programme requires adherence to
a set of standards and rules on an annual basis, focusing on
measuring and reducing GHG emissions according to ISO
14064-1:2018 standards.
Emissions categories
The Group currently assesses operational impact on the
climate by measuring our absolute Scope 1 and 2 and
certain Scope 3 emissions against a FY23 base year. This
was previously FY20, however, following an update to our
organisational boundary undertaken in FY25, for data accuracy
and completeness reasons we made the decision to recalibrate
the base year to FY23. As part of this update, we have also
started reporting on our international Sourcing Offices and
a chocolate factory, as they fall under our financial and
operational control.
Data disclosed in last year’s report included Torpedo7
emissions up to March 2024, when it was divested. These
emissions are excluded from the restated figures.
A full list of legal entities included and excluded within our
organisational boundary is provided in Appendix 2.
Scope 1 includes GHG emissions from sources that we own
or control. This includes the fuel used in vehicles we own or
lease, natural gas, emissions generated through the use of
refrigerants, and diesel consumption from the operation of
our facilities. Our Scope 2 emissions include indirect GHG
emissions from the generation of electricity that we purchase.
These Scope 2 emissions are different depending on whether
they are calculated using a Location-based or a Market-based
methodology, and we disclose both in this report. Scope 3
includes GHG emissions generated by our own suppliers and
customers. The most significant Scope 3 GHG emissions
which contribute to our overall carbon footprint include:
• GHG Protocol Category 1: Emissions from purchased
goods and services, primarily the production of the
products that we source (not currently measured);
• GHG Protocol Categories 4 and 9: Emissions generated
from upstream and downstream logistics/ freight
(measured with some exclusions);
• GHG Protocol Category 11: Emissions associated with
the use of our products; including the electricity used to
power or wash our products (not currently measured); and
• GHG Protocol Category 12: Emissions associated with the
disposal of our products (not currently measured).
Methodology for measuring GHG
emissions
In measuring GHG emissions, we employ an operational
control approach for The Warehouse Limited, Warehouse
Stationery, Noel Leeming, a chocolate factory, our New
Zealand Store Support Office, and our international sourcing
offices (China, India, and Bangladesh). Current reported
GHG emissions sources adhere to the requirements
for Toitū Envirocare carbonreduce certification and
the measurement requirements of the GHG Protocol's
Corporate Standard, the Scope 2 Guidance, and the
Corporate Value Chain (Scope 3) Standard.
Concerning Scope 3 emissions, as of the date of this report,
we measure and report on a selected subset of these
emissions. These GHG Protocol Scope 3 categories are:
• Category 3: Fuel and Energy-Related Activities
• Category 4: Upstream Transportation and Distribution
• Category 5: Waste Generated in Operations
• Category 6: Business Travel
• Category 9: Downstream Transportation and Distribution
• Category 13: Downstream Leased Assets.
Appendix 2 of this report outlines:
• The standards, methodologies, assumptions, calculation
Metrics and Targets
tools, and exclusions relevant to the calculation of our GHG
emissions
• Source of emission factors and the global warming potential
(GWP) rates used
• Emissions data for all six GHGs separately for Scope 1
emissions
• Exclusion of biogenic emissions.
We are relying on NZCS Adoption Provision 4 (see Appendix 1,
No. 4) regarding those categories and sources of Scope 3
emissions that we do not presently measure and report.
Categories 14 and 15 are not currently applicable for the
Group. Work is under way to report on the remaining
categories in the future.
Recalculation policy
We have also published a recalculation policy this year, which is
available in Appendix 3. While the boundary changes that occurred
as a result of our review in FY25 are considered immaterial (i.e. <5%
of the Group Scope 1 and 2 emissions), for completeness we have
chosen to recalculate FY23 (being our new base year) and FY24,
resulting in a restatement of these emissions inventories.
Emissions reduction targets
As a founding signatory of the Climate Leaders Coalition, we
support the goals of the Paris Agreement and are committed to
contributing to New Zealand’s goal of reducing GHG emissions
to net zero by 2050. Setting near-term targets helps to put us on
this trajectory.
Scope 1 and 2 targets
In 2022, we set a target to reduce absolute Scope 1 and 2
emissions, aligned to a trajectory of 1.5°C, by 42% by 2030
compared with our 2020 base year and with the pathway
to net zero emissions by 2040. This target has been set in
line with the requirements of Toitū Envirocare carbonreduce
certification and developed using the Science Based Targets
Initiative ("SBTi") target-setting tool. SBTi offers a globally
recognised framework for companies to set GHG emissions
reduction targets that are consistent with the level of
decarbonisation required to keep global temperature increase
within 1.5°C above pre-industrial levels.
CLIMATE-RELATED
DISCLOSURES
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As a result of updates to our organisational boundaries, the
reset of our base year from 2020 to 2023, and the Market-based
Scope 2 trajectory we are on, we reviewed these changes
against the most recent SBTi Target Setting Tool (v2.4). This
confirmed that to remain aligned we should uplift our 2030 goal
from a 42% to a 65% absolute reduction in Scope 1 and Market-
based Scope 2 emissions. While we believe this target is aligned
with SBTi’s requirements it has not been validated by them.
This target does not rely on the use of voluntary offsets,
but in the context of Scope 2 emissions it does rely on our
partnership with renewable energy generator Lodestone
Energy. All electricity that Lodestone Energy generates under
its arrangements with the Group is certified 100% renewable
and zero emissions through the New Zealand Energy Certificate
(NZEC) System maintained by BraveTrace and as described
on page 65 of this report. This energy is matched and verified
against electricity purchased by the Group.
A total of 48,001 NZEC certificates, the equivalent of 48,001
megawatt-hours (MWh) of electricity, were redeemed against
the Group over FY25 from solar generation at the Edgecumbe,
Kaitaia and Waiotahe Lodestone Energy solar farms. These
NZECs were applied to the Group’s Market-based Scope 2
emissions, representing 63% of our total electricity generation
for the reporting period.
Our long-term partnership with Lodestone Energy sets us well
on the path to achieving our overall Scope 1 and Market-based
Scope 2 emissions target. This partnership also supports
additional renewable generation in New Zealand, contributing
towards New Zealand’s aspirational goal to achieve 100%
renewable electricity generation by 2030.
Scope 3 priorities
In FY24, we superseded our Scope 3 targets and planned to
set a revised target in FY25. However, we applied the 12-month
extension adoption relief for full Scope 3 disclosure, and with
the SBTi signalling a potential shift in how Scope 3 Near-Term
Targets may be set (the outcomes of which are still pending)
we are not yet in a position to finalise a new goal.
Our focus in FY25 has been on improving data quality and
completeness, including a decision to move to a new inventory
management solution more aligned to Market-based Scope 2
and Scope 3 emissions management from the start of FY26.
In parallel, we have set a broad goal within our Sustainable
Living Plan to drive meaningful Scope 3 reductions in our
most high-impact and influenceable areas and have agreed
an action to align on Scope 3 priorities as part of our inaugural
Climate Transition Plan (see page 41).
Supplier engagement
Supplier engagement remains crucial. The largest proportion
of our Scope 3 emissions is linked to the production of goods
in our supply chains and their use by our customers. This
is why our suppliers play a critical role; we need them on
board to actively reduce emissions and support our overall
sustainability goals. In FY25, we set a supplier engagement
target as part of our Sustainable Living Plan – aiming for 80%
of our supplier,s by spend, to have science-based targets in
place by the end of December 2028.
In FY24 we set out our climate-related expectations of
suppliers in our Group Ethical Sourcing Policy. In February
2025, we wrote to all our offshore-managed private-label
suppliers asking them to complete a Verified ERSA Carbon
Self-Assessment Questionnaire (SAQ) and begin working
towards setting a science-based target by the end of
December 2028. These Carbon SAQs are verified by a
specialist third party and are intended to assess supplier’s
GHG emissions governance maturity and gain insight into
their Scope 1 and 2 emissions, energy profiles and existence
of targets. To date, 63 factories have completed assessments,
covering 34% of offshore spend. From FY26, progress will be
tracked through our Supplier Scorecard (see page 22).
Alongside this, we also launched new e-learning modules
for our suppliers on Climate Change and GHG emissions,
with 247 courses completed to date.
Performance Against Scope 1 and 2
Targets
The table on page 46 summarises our operational GHG
emissions data for the reporting period (29 July 2024 to
3 August 2025) and our baseline data from 2023 for our
Scope 1 and Market-based Scope 2 target.
CLIMATE-RELATED
DISCLOSURES
Target
Reduce absolute Scope 1 and Market-based Scope 2 emissions,
aligned to a 1.5-degree trajectory, by 65% by 2030 compared to a
2023 base year and with the pathway to net zero emissions by 2040.
FY25 Performance
In FY25, our absolute Scope 1 and Market-based Scope 2 emissions
across the Group decreased 23% compared to FY24 and 45% compared
to our FY23 Market-based equivalent base year. Our reduction was
primarily due to our partnership with Lodestone Energy.
Scope 1
Scope 1 emissions increased by 11.75% this year and 36% compared
to our FY23 base year. This is predominantly due to an increase in
HVAC maintenance, as some of our refrigerants have a high Global
Warming Potential relative to the impact of the same quantity
of carbon dioxide. We are working on getting the older assets
upgraded to more efficient models.
Scope 2
Our Scope 2 Market-based emissions decreased 40.6% from last year
and 65.5% since FY23, largely due to our renewable energy partnership
with Lodestone Energy. However, location-based emissions increased
29.7% from last year and 48.8% from FY23, despite our core New Zealand
operations electricity consumption decreasing by 5.5% in FY25.
This rise was primarily due to a substantial increase in the average
electricity emissions factor, which increased by 38.7% as fossil
fuel generation was used to meet national grid requirements. By
comparison, in 2022 and 2023, strong hydro inflows meant particularly
low emissions factor values. These fluctuations are outside our direct
control, but they underline the importance of both reducing our own
demand and supporting the system-wide transition to lower carbon
and renewable energy. Our Lodestone Energy partnership helps
us decouple business growth from emissions growth by matching
our electricity use with renewable generation and by supporting
investment in new renewable capacity in New Zealand.
Scope 3
Our Scope 3 emissions has increased 22.6% from our FY23 base year.
This is primarily due to an increase in upstream transport, but is also
a result of improved data quality meaning that more accurate data is
now being captured. We have started looking at ways to improve the
efficiency of our freight.
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GHG EMISSIONS (tCO2e)¹
This year
FY25
Last year
FY24
Base Year
FY23
% Change since
last year
% Change since
base year
Scope 1
3,088.82,764.62,268.211.7%36.2%
Scope 2 (Location-based)
7, 5 3 8 .15,812.55 ,0 67.029.7%48.8%
Scope 2 (Market-based)
3 ,167. 35,329.39,176. 2-40.6%-65.5%
Sub-total: Scope 1 and 2
(Location-based)
10,626.98 ,577.17,335.223.9%44.9%
Sub-total: Scope 1 and 2 (Market-based)
6,256.18,093.911,444.3-22.7%-45.3%
Scope 3
Category 3: Fuel and energy-related activities
589.0432.7719.536.1%-18.1%
Category 4: Upstream transportation and distribution
25,976.820,075.519, 244 .329.4%35.0%
Category 5: Waste generated in operations
408.7425.55 87. 2-3.9%-30.4%
Category 6: Business travel
1,375.01 ,1 57.91,778.618.7%-22.7%
Category 9: Downstream freight
979.9713.31603.737. 4%-38.9%
Category 13: Downstream leased assets
11.40.00.0NANA
Sub-total: Scope 3
29,340.822,804.823,933.328.7%22.6%
Total: Scope 1, Scope 2 (Location-based) and
Scope 3 emissions
39,967.731,381.931,268.427. 4%27. 8%
Total: Scope 1, Scope 2 (Market-based) and
Scope 3 emissions
35,596.930,898.735,377.615.2%0.6%
Emissions intensity ratio (tCO2e / $million of Revenue)²
11.510.210.913.4%5.5%
Emissions Inventory
The table below summarises our operational GHG emissions data for the reporting period (29 July 2024 to 3 August 2025) and comparisons have been provided against FY24 and our revised base year of FY23.
CLIMATE-RELATED
DISCLOSURES
1. We updated our organisational boundaries in FY25 and have a complete Scope 1 and 2 inventory for this year. There are some gaps in FY23 and FY24 data for our international sourcing offices and the chocolate factory, but these are immaterial, estimated at
less than 3% of total Scope 1 and 2 emissions.
2. GHG emissions intensity has been calculated using Scope 1, Scope 2 (Market-based) & Scope 3 total measured emissions.
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Other metrics
Assurance of GHG emissions
The assurance for our FY25 GHG emissions
inventory has been obtained externally
by Bureau Veritas. Limited assurance has
been achieved for Scope 1 and 2 emissions
and selected Scope 3 emissions (see table
above). This assurance engagement was
undertaken in accordance with NZ SAE 1
Assurance Engagements over Greenhouse
Gas Emissions Disclosures issued by the
External Reporting Board; International
Standard on Assurance Engagements (New
Zealand) 3000: Assurance Engagements other
than Audits or Reviews of Historical Financial
Information; and International Standard on
Assurance Engagements (New Zealand) 3410:
Assurance Engagements on Greenhouse
Gas Statements, issued by the New Zealand
Auditing and Assurance Standards Board; as
well as informed by Bureau Veritas’ standard
procedures and guidelines for external
verification of sustainability reporting. See
Appendix 5 for a copy of the Bureau Veritas
independent limited assurance report.
Toitū Envirocare also assessed our emissions
inventory as part of maintaining our
carbonreduce certification for FY25.
Climate-related risks and metrics
In FY25, we identified potential key risk indicators for our
material climate-related risks (see pages 34 to 40) which we
plan to further develop in FY26. Climate-related opportunities
are managed as part of our Sustainable Living Plan workstream
(see page 9).
Business activities vulnerable to transition
and physical risks
Estimates of our business activities that are exposed to
Transition and Physical risks across our value chain:
• 80% of our finished private-label goods are sourced from
China and Bangladesh (FY24: 70%) and these products
are potentially exposed to high levels of both physical and
transition risk.
Energy consumption within the organisation¹
FY25 Energy intensity ratio
98.5 GJ / $m of revenue vs 104.7 GJ / $m in FY24
FY25 Reduction of energy consumption
14,125 GJ reduction (4.4% reduction compared to FY24)
FY25
consumption
Units
FY25 energy
(GJ)⁴
Change from
FY24 (%)⁵
Non-renewable fuel consumed
Diesel521,433 Litres20,1275.3%
LPG
359,488Litres9,2399.2%
Petrol (all grades)
2
55,335Litres1,892-3.0%
Sub-Total31,2585.9%
Renewable fuel consumed
Solar PV – rooftop
3
156,954kWh565-8.4%
Sub-total565-8.4%
Electricity consumed
Electricity purchased75,603,282kWh272,172-5.5%
Sub-total272,172-5.5%
Total energy consumption303,995-4.4%
1. Includes diesel, LPG, petrol and electricity consumption within
the Group’s New Zealand based operations aligned to our
Scope 1 and 2 emissions reporting but excludes our overseas
Sourcing Offices and the chocolate factory.
2. Petrol (all grades) includes both regular and premium as
they have identical energy content per litre despite different
octane ratings.
3. Solar PV generated at our Warkworth store – all consumed
on site.
4. Australian National Greenhouse Factors 2025 have been used
for all conversions to GJ due to harmonised Trans-Tasman
fuel specifications. Electricity to kWh to GJ is a standard
SI conversion.
5. For comparison purposes, FY24 energy consumption data has
been recalculated using the same conversion factors applied
to FY25 data.
• 11% of private-label products are sourced from New Zealand,
including a smaller proportion from Australia (FY24: 10%)
and we expect a medium level of physical risk to these
products.
• Less than 10% of our sites are located in flood management
areas (FY24: <10%), and we see these sites as a key risk in the
long term, however a low risk in the short term.
Our work to assess the extent of business activities vulnerable
to climate-related risks (and aligned to opportunities),
including the methodology and metrics to quantify, is ongoing.
We see this assessment of business exposure as linked to the
financial modelling of current and reasonably anticipated
financial impacts (we have applied Adoption Provision 2 in the
case of the latter).
CLIMATE-RELATED
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Capital expenditure, financing
or investment
Capital expenditure or investment within the Group is
prioritised according to business needs and expected
returns. This also applies to capital or investment required for
addressing climate-related risks or initiatives.
The Group’s $145 million Sustainability Linked Loan (SLL)
facility, established in October 2021 will conclude in October
2025. We are pleased to confirm that we achieved all climate-
related sustainability targets, including reducing our Scope
1 and 2 greenhouse gas emissions by at least 20% ahead of a
31 July 2025 goal.
The Group has not identified any specific amounts of capital
expenditure, financing, or investment deployed toward
climate-related risks and opportunities in FY25. In FY24, we
amended our project reporting to include a dedicated field for
identifying projects with climate and sustainability benefits,
applicable to all investment requests regardless of value. For
example, in FY25 the Group invested $459,000 in replacing
ageing HVAC equipment.
Internal emissions price
We do not currently have a methodology to calculate or
apply an internal emissions price to incentivise lower carbon
practices or guide investment decisions. This was discussed
as part of our transition planning process with the ELT and
Board, and it was decided that this is not a priority for the
Group at this time. This is unchanged from FY24.
Remuneration
Management remuneration is not currently linked to
sustainability performance or management of climate-related
risks and opportunities. This is unchanged from FY24.
Other key performance indicators
The Group does not currently use any cross-industry,
industry-specific, or other key performance indicators beyond
those outlined in this Report to measure and manage climate-
related risks and opportunities.
CLIMATE-RELATED
DISCLOSURES
Our logistics partner Nexus Logistics
trialling one of New Zealand’s first fully
electric container trucks in June 2025
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Global Reporting Initiative
(GRI) Report and
Content Index
GRI STANDARDS
INDEX
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The Group has reported in accordance with the GRI
Standards for the period 29 July 2024 to 3 August 2025.
We have applied the 2021 GRI reporting principles, including
Accuracy, Balance, Clarity, Comparability, Completeness,
Sustainability Context, Timeliness and Verifiability when
determining what material topics and disclosures to include in
this Report.
We have completed an internal materiality assessment,
undertaken by the ELT and selected direct reports, to
inform the reporting under GRI. This process reaffirmed the
materiality and importance of our material topics, both in
terms of our stakeholders’ point of view, and from a value at
stake on the operational and financial impact of the Group.
This review concluded that there have been no significant
changes in the material topics this year – those which have
the highest importance to stakeholders, the highest value at
stake and therefore the highest impact on the environment,
economy and our people.
This process has informed and developed our list of material
topics in accordance with the requirements under 2021 GRI
Standard 3: Material Topics – determining the impacts of
these issues on the business and how the Group manages
these issues.
The Group is active in the New Zealand retail sector. A GRI
sector-specific standard is not yet available for the retail
sector. Refer to pages 53 to 58 for the GRI Content Index.
Global Reporting
Initiatives (GRI)
VALUE AT STAKE
MATERIAL TOPICS
5.00
4.00
3.00
2.00
1.00
–
–
1.002.003.004.005.00
IMPORTANCE TO STAKEHOLDERS
Sustainable products and packaging
Waste redcutionEmployee health, safety and wellbeing
Employee engagement, diversity and inclusion
Business ethics and human rights
Responsible and ethical sourcing
GHG emissions
Supply chain management
GRI STANDARDS
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Material Topics – Assessment and Reporting
Material TopicImpact / CommitmentHow we measure performanceGRI Reporting StandardSection in this Sustainability Report
Sustainable products
and packaging
To increase the share of private label sales
from products with at least one approved
sustainability attribute to 100% by 2035.
Percentage of private-label sales derived from
products with one or more sustainability features.
N/APage 10
To phase out unnecessary or problematic single
use plastics from our private label products
and ensure all product packaging meets our
sustainability requirements by 2035.
Percentage of private-label sales were derived
from products with packaging which can be
recycled via New Zealand’s kerbside recycling
infrastructure, or circularity solutions.
N/APage 10
To pilot at least one innovative proposition or
initiative each year which aims to help products
last longer or reduce waste.
Number of initiatives each year which help
products last longer, or help customers reduce
waste.
N/APage 11,12
Ethical sourcing and supply chain
management
To build a reliable and sustainable supply chain
network
Stockturn.N/AAnnual Report page 17
Supplier assessments and results.GRI 414-1Page 20-22
GHG emissions
To reduce Scope 1 and Market-based Scope
2 emissions, aligned to a 1.5-degree celcius
trajectory, by 65% by 2030 compared to FY23
base year and on a pathway to net zero emissions
by 2040.
Scope 1 and 2 reduction in emissions year on year
and compared to 2023 base year
GRI 305-1
GRI 305-2
Page 11, 46
To progress meaningful Scope 3 emissions
reductions in high-impact and influenceable
areas.
We have improved our understanding of Scope
3 emissions data in key areas, and work is under
way to identify high-impact and influenceable
areas.
GRI 305-3Page 10, 45-46
To meaningfully improve the energy-efficiency
of our buildings and domestic and international
logistics activities by 2030 (compared to 2023).
We have improved efficiency in specific areas
and will now bring these efforts together as a key
focus of our Climate Transition Plan.
GRI 302-1
GRI 302-3
GRI 302-4
Page 11, 47
Waste reduction
To demonstrably reduce total waste from our
activities in New Zealand and will divert at least
90% of waste that’s produced from landfill by
2035.
Percentage of waste diverted from landfill year
on year.
GRI 306-1
GRI 306-2
GRI 306-3
GRI 306-4
GRI 306-5
Page 11
To enable at least 80% of Kiwis to access
solutions to reuse or recycle a minimum of five
difficult to recycle items by 2035.
Number of tonnes of post-consumer waste
recycled.
N/APage 10
Ethical and responsible sourcing
We will source ethically and responsibly.Number of new and existing suppliers screened
using social and environmental assessments.
GRI 408-1Page 20-22
80% of our suppliers, by spend, to have science-
based emissions reduction targets by the end of
December 2028.
Supplier assessments and results.GRI 409-1
GRI 414-1
GRI 414-2
Page 10, 45
Membership of sustainable material initiativesGRI 2.28Page 74
GRI STANDARDS
INDEX
The Warehouse Group Sustainability Report 202552
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CONTENTSINTRODUCTION
OUR APPROACH TO
SUSTAINABILITY
OUR PEOPLEOUR RELATIONSHIPS
CLIMATE-RELATED
DISCLOSURES
GRI STANDARDS
INDEX
APPENDICES
THE
WAREHOUSE
GROUP
Material Topics – Assessment and Reporting (continued)
Material TopicImpact / CommitmentHow we measure performanceGRI Reporting Standard
Section in this Sustainability
Report
Employee health, safety and wellbeing
Wellbeing & Belonging – We will empower team
members to thrive.
• Number of violent and aggressive behaviour
incidents
• Number of critical risk events related to
traffic management
• Total Recordable Injury Frequency Rate (TRIFR)
• Lost Time Injury Frequency Rate (LTIFR)
GRI 403-9 Page 16
Employee engagements, diversity and
inclusion
Culture, Engagement & Inclusion – We will foster
connection, inclusion and impact.
• eNPS
• Promotion of worker health
• Average
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