Bremworth Limited/Announcement
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Release of FY25 Annual Report

Annual Report7 October 2025BRWConsumer Discretionary

ANNUAL REPORT 2025
RESET

REBUILD

RETURN

AS SHAREHOLDERS,
YOU HAVE A RIGHT

TO EXPECT MORE.

Faced with challenging market conditions and disruptions following

Cyclone Gabrielle, Bremworth has underperformed.

But Bremworth is more than a company – it is a brand woven into New Zealanders’

hearts and homes, trusted for generations, and worth restoring to strength. New

leadership has taken decisive actions to reset the company. Our plan is clear – restore

yarn production at home, reintroduce synthetic carpets where they drive value,

strengthen sales and rebuild profitability – and we will do so with the conviction to

return Bremworth as the New Zealand success story we can all be proud of.

Rob Hewett – ChairCraig Woolford – CEO

BREMWORTH ANNUAL REPORT 2025

CONTENTS
On behalf of the Board and management of

Bremworth Ltd, we are pleased to present

the Annual Report for the year ended

30 June 2025.

Rob Hewett – Chair

7 October 2025

Craig Woolford – CEO

BREMWORTH ANNUAL REPORT 2025

The new Board of Directors04

FY25 results at a glance06

FY26 focus on the fundamentals07

Chair & CEO letter08

Rebuilding trust, range and reach16

Consolidated financial statements20

Governance and other disclosures76

Rob's experience: Rob was appointed to the Board in March 2025 and
has significant governance experience spanning agriculture, horticulture,

exporting, supply chain and logistics, renewable energy, and retail. He is

currently Chair of Farmlands Co-operative Limited, Woolscour Holdings

Limited (Woolworks), Hilton Haulage Limited, Fern Energy Limited, Pioneer

Energy Limited, AgrizeroNZ Limited and Rewiring Aotearoa Limited. He

is immediate past Chair of Silver Fern Farms Limited and Silver Fern Farms

Co-operative Limited, a former Councillor of Lincoln University and past

Chair of Wool Impact. He was awarded the Deloitte Top 200 Chair of the

Year in 2023 and in 2019 received the Cooperative Business New Zealand

Outstanding Contribution Award. Rob also is a sheep and beef farmer,

farming 10,000 stock units on a carbon positive 1,020ha medium hill country

farm with significant forestry assets in South Otago. Rob is a Chartered

Fellow of the Institute of Directors and an alumni of Lincoln University,

with a Masters in Commerce and a B.Com (Ag) Economics.

Julie's experience: Julie is an experienced Director and Business Advisor

with expertise across agriculture, retail, health, leisure and corporate travel,

and wealth management sectors. She joined the Board in March 2025 and

is Chair of the Audit Committee. Julie is a Fellow Chartered Accountant

with a proven track record as both a Chair and Audit & Risk Chair. Julie has

extensive experience in business restructuring, market disruption, mergers

& acquisitions, stakeholder engagement, regulatory compliance and project

governance. Her current board roles are with Farmlands Co-operative

Society (Chair of Audit and Risk), Forte Health Group, Reform Radiology and

Moana Heights. Previously she has held board positions with J Ballantyne

(Chair) and House of Travel Group (Executive Director).

Murray's experience: Murray was appointed to the Board in March 2025

and is a member of the People and Performance Committee. He has 30 years

of agribusiness, energy and international trade experience. Murray’s career

started in the wool industry with Reid Farmers, has included executive and

director roles in textile trading and co-founding an energy and commodity

services business in London. Murray founded and was Managing Director of

Simply Energy. Murray is a shareholder and director of Utility Data Services

and an investor in agritech. He is a Chartered Member of the Institute of

Directors, a graduate of the Kellogg Rural Leaders Program and completed

an MIT Sloan Management Executive program on AI.

Trevor's experience: Trevor was appointed a Director in March 2025 and has

significant experience leading large and complex corporate organisations,

and a proven record of implementing change and achieving results. He

is Chair of the People and Performance Committee and a member of

the Audit Committee. Trevor has held significant leadership roles in the

global industrial gas sector in Australia, China, the USA and Germany. He

currently sits on the boards of New Zealand Lamb Company (Chair), Market

Gardeners Limited, Landpower NZ Limited, NZ Drinks Limited and Hossack

Station. Previously, Trevor has been a board member of MHM Automation

(Chair), Ngāi Tahu Holdings Corporation (Chair), Lyttelton Port (Chair), PGG

Wrightson (Deputy Chair), Silver Fern Farms and Mainpower NZ (Director).

THE NEW BOARD

OF DIRECTORS

ROB HEWETT

INDEPENDENT CHAIR

MURRAY DYER

INDEPENDENT DIRECTOR

TREVOR BURT

INDEPENDENT DIRECTOR

JULIE BOHNENN

INDEPENDENT DIRECTOR

Grant's experience: Our inaugural Director Emeritus Grant Biel is a pivotal player in Bremworth’s history. With

employment at Bremworth dating back to 1964, his passion for mechanical engineering was established early.

Co-founding Cavalier Carpets alongside Tony Timpson, Grant and Tony would go on to acquire the original

Bremworth business, creating the dream team in the carpet sector. The deep expertise and heritage created by

Grant and Tony are invaluable to the history and future of Bremworth.

GRANT BIEL

DIRECTOR EMERITUS

Your new Board brings a wealth of corporate experience

from large and complex organisations spanning multiple

sectors of New Zealand’s industry.

They know and have what it takes to consider all

necessary options to stabilise and turn large and complex

businesses around setting them on a straight and focused

path back to growth.


0504

BREMWORTH ANNUAL REPORT 2025

BOARD OF DIRECTORS

INTRODUCE
SYNTHETICS

TO DELIVER RELEVANT PRODUCT SUITE

FOR RETAIL PARTNERS

REDUCE

OVERHEADS

WHILE MAINTAINING

TECHNICAL EXPERTISE

GREATER

SALES FOCUS

THROUGH INCREASE IN FRONTLINE

SALES REPRESENTATION AND CHANNEL

COLLABORATION

RETURN TO

END-TO-END SUPPLY

BY REINSTATING NAPIER YARN PLANT,

LEADING TO BETTER CONTROL OVER

COSTS AND QUALITY

FY26 FOCUS ON THE

FUNDAMENTALS

FY25 RESULTS AT A GLANCE

SIGNIFICANTLY REDUCED COST BASE


ACROSS THE ENTIRE BUSINESS FROM COST

OF SALES THROUGH TO DISTRIBUTION AND

ADMINISTRATION EXPENSES

CYCLONE GABRIELLE INSURANCE SETTLEMENT

$104m

FINAL $42M RECEIVED 2H25

GAAP PROFIT AFTER TAX

$ 1 9.1 m

UP 311% LARGELY BECAUSE OF

INSURANCE RECEIPTS

NORMALISED LOSS AFTER TAX

1

$(16.0m)

UP 150% DUE TO CYCLONE GABRIELLE

DISRUPTIONS AND CHALLENGING CONDITIONS

+5%

CARPETS

+25%

WOOL

INCREASED REVENUES

REDUCED OPERATING CASH OUTFLOWS

MARKED IMPROVEMENT FROM

ADDRESSING WORKING CAPITAL

2H25 ($4.7M) V 1H25 ($21.8M)

WE HAVE STABILISED THE BUSINESS. A RETURN

TO GROWTH NOW RELIES ON A CLEAR FOCUS ON

GETTING THE FUNDAMENTALS RIGHT.

1

Normalised is a non-GAAP measure, with more information included under Disclosure of Non-GAAP Financial Information on pages 109 to 111 of the Annual Report.

0607

BREMWORTH ANNUAL REPORT 2025

RESETTING THE BUSINESS
Rob Hewett – ChairCraig Woolford – CEO

Dear Shareholders,

We are extremely pleased to be presenting to you

our first annual report to shareholders since taking

on our new roles as Chair and CEO respectively of

Bremworth Ltd earlier in the year.

Navigating a Difficult Year

FY25 proved to be the most testing period in Bremworth’s

modern history. The economic environment remained subdued

across New Zealand and Australia, with discretionary consumer

spending under pressure and price competition intensifying.

Our carpet volumes fell short of expectations, and gross margins

deteriorated from 24.3 percent to 13.0 percent year on year.

The headline numbers reflect these realities. Revenue increased

to $88.4 million compared with $80.3 million in FY24, but our

normalised EBITDA loss widened to $13.5 million, up from a

$4.7 million loss in the previous year. After accounting for insurance

proceeds, restructuring costs, and provision for onerous contract,

we recorded a net profit after tax of $19.1 million, an improvement

from $4.6 million in FY24.

It is important to note, however, that the majority of the operating

loss was crystallised in the first half of the year, when inventory

imbalances, higher yarn costs and subdued demand converged to

create significant pressure on margins. The second half showed

a marked improvement as cost initiatives began to take effect,

working capital was brought under control and operating cash

outflows reduced substantially.

While the full-year result reflects the weight of the first-half

challenges, the underlying trajectory in the latter part of FY25

demonstrates that the reset measures are beginning to gain

traction and provide a platform for recovery.

Behind the numbers lie the operational challenges of rebuilding

the business after Cyclone Gabrielle, restoring domestic yarn

production, and stabilising a hybrid supply chain. While these

results fall short of our expectations, they reflect both the scale

of the external challenges and the necessary restructuring to be

undertaken to reset the business for the future.

Investing in Domestic Manufacturing

A cornerstone of this reset is the $6 million expansion of our

Napier plant. This project is more than just reinstatement; it

represents Bremworth’s long-term commitment to maintaining

and growing a strong domestic manufacturing base. Restoring

full domestic yarn capacity reduces reliance on offshore partners,

lowers input costs, significantly lowers the cost and quantity of

inventory held, improves quality control and shortens lead times

for customers. Importantly, it also brings new jobs to Hawke’s Bay,

demonstrating our commitment to supporting regional growth.

For Bremworth, this investment is about more than efficiency. It is

about the production of high quality yarns, strengthening resilience

and competitiveness while remaining true to our values as a

New Zealand manufacturer.

“FY25 was a challenging year, but one in which we laid the groundwork

for Bremworth’s return to sustainable growth, supported by a Board-led

strategic review aimed at examining the best path forward for the company.”

Rob Hewett – Chair

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BREMWORTH ANNUAL REPORT 2025

CHAIR & CEO LETTER

CHAIR & CEO LETTER

Strengthening Sales Capability
If FY25 was a year of survival and reset, FY26 will be defined by

rebuilding momentum. Central to this strategy is a sharpened

focus on sales. We are significantly expanding our salesforce to

serve retailers more effectively and to ensure that working with

Bremworth is easier and more collaborative. In New Zealand, the

team will grow from five to seven representatives, while in Australia

it will expand from nine to 14. This is not simply an increase in

numbers. It reflects a cultural shift in the way we engage with the

market. Sales management is taking a more hands-on role, working

directly with partners to identify opportunities, resolve challenges

and drive growth.

Retailer relationships remain the lifeblood and sole focus of our

business. By investing in this capability, we are determined to

improve service levels, regain share in competitive categories, and

position Bremworth as the preferred choice in both our domestic

and Australian markets.

Managing Cash and Costs

Despite the tough trading conditions, Bremworth finished FY25

with cash and bank balances of $42.2 million, a result of disciplined

cash management and the receipt of insurance proceeds.

Encouragingly, operating cash outflows reduced significantly in the

second half compared to the first, reflecting progress in bringing

inventory and working capital under tighter control.

In the first half of FY25, operating cash outflows were in excess of

$21.0 million, driven by elevated raw material costs and the need

to rebuild stock levels following Cyclone Gabrielle. In contrast, the

second half saw outflows reduce to less than $5.0 million (excluding

insurance proceeds of $42.2 million) as tighter procurement,

improved inventory alignment, and stabilised sales volumes began

to take effect. This movement demonstrates that the measures

taken during the reset are starting to deliver, providing a clearer line

of sight to restoring operating cash flow discipline in FY26.

Capital expenditure for the year totalled $5.5 million, largely tied to

reinstatement of the Napier plant. While significant, this investment

was carefully prioritised to deliver sustainable and defendable

benefit. On the cost side, we took deliberate steps to right-size

the business. Restructuring reduced overheads, and we remain

committed to ensuring that our expense base reflects the realities

of revenue. Both the Board and management are aligned in the

belief that Bremworth must balance financial discipline with the

right level of investment to enable sustained recovery.

Performance of Elco Direct

One of the more positive aspects of FY25 was the performance

of Elco Direct, our raw wool acquisition business. Despite

volatility in global wool markets, Elco’s earnings were only slightly

down on FY24. This resilience demonstrates the strength of its

farmer relationships and the strategic importance of Elco Direct

to Bremworth.

Elco is not only a supplier but also a platform for growth. Its ability

to secure consistent, high-quality wool underpins our brand

promise and gives us flexibility as we expand into new markets and

product categories. The stability of Elco ensures that our long-term

strategy is built on a strong foundation of raw material security.

FY25 CASH AND BANK BALANCE

$42.2m

FY24 $31.6m | Up 34%

If FY25 was a year of survival and reset, FY26

will be defined by rebuilding momentum.

Reintroducing Synthetics

During the year, we also confirmed the reintroduction of

synthetics into our product mix. Our commitment to wool remains

undiminished, but the realities of market dynamics and consumer

expectations mean that offering alternative solutions through our

retail partners is a pragmatic and well received move.

This decision was made after careful consideration. It reflects our

determination to provide retailers and consumers with choice,

value, and design-led innovation. Our sustainability focus remains

unchanged, and synthetics will complement rather than replace

our premium wool products.

BREMWORTH ANNUAL REPORT 2025

1011

CHAIR & CEO LETTER

Strategic Review and Ownership Structure
Another key development during FY25 was the continuation of

the Board-led strategic review into the ownership structure of the

business. As part of this review, the Board engaged extensively

with a number of potential parties.

On 2 October 2025, the Company announced that it had entered

into a Scheme Implementation Agreement (“SIA”) with Floorscape

Limited (“Floorscape”), a wholly owned subsidiary of leading

flooring company Mohawk Industries Inc., which operates the

Floorscape premium hard flooring business and owns carpet

manufacturer Godfrey Hirst New Zealand Limited.

Under the SIA, Floorscape has agreed to acquire 100% of the

shares in Bremworth, conditional on various regulatory approvals

being obtained.

The proposed Scheme is expected to deliver shareholders an

estimated total consideration in the range of $1.05 to $1.15 per

share, subject to market conditions and business performance,

with the total consideration representing premium of up to:

–135% to Bremworth’s share price prior to commencement

of the strategic review; and

–85% to its most recent closing price prior to the

announcement of the Scheme proposal.

The total consideration comprises two components:

–Scheme consideration from Floorscape, being cash payment

of $0.75 per share; and

–capital distribution of excess cash, coming in the form of

a share buyback and fully imputed dividend, estimated in

the range of $0.30 to $0.40 per share, with these amounts

based on estimated cash flows which will change with market

conditions, business performance and the timing of the

expected implementation of the proposed Scheme.

The Board will continue to provide updated estimates to

shareholders, based on the Company's trading performance

prior to the special shareholders meeting to be held to allow

shareholders to vote on the proposed Scheme.

NEW STRATEGY:

PROFITABLE GROWTH

WOOL AND

SYNTHETICS

Larger market reach – re-entering synthetics with retail partner

support to lift volumes, plant efficiency and profitability.

YARN

PRODUCTION

All yarns spun and felted in-house at Napier and Whanganui

yarn plants – improving quality, cutting lead times and reducing

working capital.

SALES

APPROACH

Expanded New Zealand and Australia sales teams, with refocus

on working collaboratively with our retail partners. Marketing

shifted from brand to trade.

MARKETSStrategic focus on New Zealand and Australia with

potential new ownership to open access to fresh markets

for Bremworth's premium carpets and New Zealand wool.

LEADERSHIPSmaller, lower cost management team with skills refocused on

manufacturing and retail sales.

OLD STRATEGY:

LEAD A REVOLUTION IN WOOL

100% wool carpets and rugs for premium

consumers – proved challenging with

difficult market conditions and Cyclone

Gabrielle disruptions.

Heavy reliance on external yarn suppliers after

cyclone damage – led to quality issues, delays

to supply and blow out in raw materials.

Focus on brand marketing and D2C channels

(Residium brand experience store, online,

outlet store) – weakened retail relationships.

Develop US relationships, while also

trying to service the key New Zealand and

Australian markets.

Management skillsets geared to wool-only

strategy, with emphasis on brand-building

and D2C sales.

“The Scheme Implementation

Agreement reflects the strength of

the Bremworth brand and its future

potential. The offer by Floorscape is

a positive outcome for shareholders

who have stood by the company

through some very challenging

years and provides certainty of

value at a meaningful premium.”

Rob Hewett – Chair

BREMWORTH ANNUAL REPORT 2025

1213

CHAIR & CEO LETTER

Resetting Culture and Outlook
FY25 tested the resilience of everyone connected with Bremworth.

From employees and suppliers to customers and shareholders,

the challenges of the year demanded resilience, flexibility and

and commitment. We want to acknowledge in particular the

extraordinary dedication of our people. From those who helped

bring the Napier plant back online to those who worked directly

with retailers in difficult market conditions, their efforts ensured the

business could continue to operate and adapt.

Looking forward, the building blocks for a turnaround are in

place. Domestic manufacturing capacity is being expanded, our

salesforce in New Zealand and Australia has been strengthened,

we have reinvigorated relationships with many North American

customers, the cost base has been rebalanced, Elco Direct

continues to contribute, and our product strategy is evolving

to balance premium wool with selective synthetic offerings.

These are not quick fixes, but they are meaningful steps toward

sustainable recovery.

Commitment to Stakeholders

To our shareholders, we recognise the patience required during a

turnaround period. While dividend payments remain some way off,

the actions taken in FY25 are designed to restore long-term value.

To our customers and retail partners, we are listening more closely

than ever and are determined to make it easier to do business

with Bremworth. To our employees, we extend our thanks for

your resilience, adaptability, and belief in our purpose. And to the

farming community that supplies us with wool, your partnership

remains central to our identity, and we remain committed to

ensuring that strong wool has a viable and valuable future.

FY25 was not a year of celebration but of consolidation, honesty

and hard decisions. We have faced the challenges directly, reset our

priorities and invested where it matters most.

The road ahead will not be without obstacles, but we believe the

steps taken this year will create a leaner, more resilient and more

competitive Bremworth. We thank you for your continued support

as we work to restore Bremworth to the strength and success it is

capable of achieving.

“The road ahead will not be

without obstacles, but we

believe the steps taken this

year will create a leaner,

more resilient and more

competitive Bremworth.”

Craig Woolford – CEO

Rob Hewett – ChairCraig Woolford – CEO

BREMWORTH ANNUAL REPORT 2025

1415

CHAIR & CEO LETTER

REBUILDING TRUST,
RANGE AND REACH

Wool has been and will always be a fundamental

cornerstone of Bremworth’s market offering.

However, our retail trading partners – who are our

customers – have typically looked to us to provide

high quality synthetic carpet options as well as

natural wool carpets. That’s because solution dyed

nylon (SDN) carpets account for more than 80% of

carpets bought, sold and laid in residential homes

and commercial premises.

The company decided in FY20 to discontinue SDNs

and pursue a wool-only strategy.

“Overnight we became irrelevant to many retailers

whose business relies on providing SDN as

well as wool carpets,” says Warren Drinkwater,

Bremworth’s new head of sales for NZ. “We cut

short our conversation with them because we could

no longer talk about providing the full range of

carpets they needed to succeed in their business.”

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BREMWORTH ANNUAL REPORT 2025

REBUILDING TRUST, RANGE AND REACH

“We’re fully recommitting to our
trade customers with a full range

of SDN and wool carpets. And with

a trusted brand combined with

a responsive and flexible service

attitude, we look forward to

making good progress.”

Warren Drinkwater, GM Sales New Zealand.

The return of SDN

This year - FY26 - heralds the return of Bremworth’s full market

offering. Yarns for four new SDN carpet ranges have been sourced

and curated for manufacturing in our plants to bring to market.

“We first consulted with our retail partners on the ranges that

would demonstrate Bremworth’s commitment to rebuilding a

profitable relationship with them,” says Lily Ng, product designer

at Bremworth.

With the benefit of that trade input, four weights – 30oz, 36oz,

48oz and 55oz – in eight colours will ensure Bremworth is able to

participate in the 80% of the carpet market that it has been missing

out on. And being able to offer a complete and more diverse range

of options to more retailers means more opportunities to sell

wool carpets.

SDN colours have been carefully considered to differentiate

Bremworth’s offer in both Australia and New Zealand. They are

designed to appear natural and thus aligned to the prevailing

trends. Yet they are nuanced in each case for a more contemporary

and competitive offer.

“We developed lighter and warmer colours that will appeal to

both Australians and Kiwis,” says Lily. “Each range has also been

delustred to emulate that natural, warm, wool look.”

“It’s a start,” says Lily. “It gets us back in the door with ranges that

are immediately relevant.”

Opening doors is precisely the renewed focus for Bremworth’s sales

operation in Australia and New Zealand.

“With the reintroduction of the SDNs, we’ll be able to service most

if not all carpet sellers in Australia – up from just the 40%-50% we

were previously relevant to,” says Michael Ingham, head of sales in

Australia. “And being able to offer SDNs to more retailers means we

will also sell more wool.”

“Not only are we recommitting to our retailers, but we’ll also be able

to reconnect with the group home builders,” adds Warren.

The signs are encouraging but both Warren and Michael confirm

that winning back the trade is not going to be easy.

On the upside, the products are good, and there’s a lot of support

for the Bremworth name – especially in New Zealand – where it’s

still the #1 trusted brand as voted by New Zealand consumers and

renowned for quality and being New Zealand made. The supply

issues with our woollen offerings are also being addressed with the

refurbishment of the Napier woollen yarn spinning plant.

“Stores are more confident in the brand,” says Michael. “We’re

expanding our capacity to service our partners fast - the

rubber’s definitely on the road now. We’ve got good product and

good legacy.”

Warren Drinkwater, GM Sales New Zealand,

and Michael Ingham, GM Sales Australia

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BREMWORTH ANNUAL REPORT 2025

18

REBUILDING TRUST, RANGE AND REACH

CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2021

BREMWORTH ANNUAL REPORT 2025

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
23

DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for the preparation of the consolidated financial statements of Bremworth Limited and subsidiaries

(“the Group”). The Directors discharge this responsibility by ensuring that the consolidated financial statements comply with Generally

Accepted Accounting Practice and fairly present the financial position of the Group as at balance date and of its operations and cash

flows for the year ended on that date.

ACCOUNTING POLICIES

The Directors consider that the accounting policies used in the preparation of the consolidated financial statements are appropriate,

consistently applied, and supported by reasonable estimates and judgements. All relevant financial reporting and accounting standards

have also been followed.

ACCOUNTING RECORDS

The Directors believe that proper accounting records, which enable, with reasonable accuracy, the determination of the financial

position of the Group and facilitate the compliance of the consolidated financial statements with the Financial Markets Conduct Act

2013, have been kept.

SAFEGUARDING OF ASSETS AND INTERNAL CONTROLS

The Directors consider that they have taken adequate steps to safeguard the assets of the Group and to prevent and detect fraud and

other irregularities. Internal control procedures are also considered to be sufficient to provide a reasonable assurance as to the integrity

and reliability of the consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors present, on pages 29 to 75, the consolidated financial statements for the year ended 30 June 2025.

These audited consolidated financial statements were authorised for issue by the Directors on 7 October 2025 and, as required by

section 461(1)(b) of the Financial Markets Conduct Act 2013, are dated and signed as at that date.

Rob Hewett

Chair of the Board of Directors

Julie Bohnenn

Chair of the Audit Committee

CONSOLIDATED FINANCIAL STATEMENTS

DIRECTORS' RESPONSIBILITY STATEMENT

CONTENTS

23 Directors’ Responsibility Statement

24 Independent Auditor’s Report

29 Consolidated Statement of Profit or Loss

30 Consolidated Statement of Comprehensive Income

31 Consolidated Statement of Changes in Equity

33 Consolidated Statement of Financial Position

34 Consolidated Statement of Cash Flows

36 Notes to the Consolidated Financial Statements

36 1. Company information

36 2. General information relating to preparation of consolidated financial statements

38 3. Events after balance date

40 4. Going concern

41 5. Impact of Cyclone Gabrielle

42 6. Impact of fire at the Whanganui yarn spinning plant

44 7. Financial performance

44 7a. Segment performance

46 7b. Earnings per share

46 7c. Revenue from contracts with customers

47 7d. Other income and gains

47 7e. Administration expenses

47 7f. Restructuring costs

48 7g. Personnel expenses

48 7h. Government grants

48 7i. Finance costs

49 7j. Income tax

51 8. Capital and funding

51 8a. Capital management

52 8b. Share capital, dividends and reserves

53 8c. Banking facilities and loans and borrowings

54 9. Assets employed

54 9a. Property, plant and equipment

57 9b. Capital commitments

57 10. Working capital

57 10a. Cash and bank

58 10b. Trade receivables, other receivables and prepayments

58 10c. Inventories

59 10d. Trade payables and accruals

59 10e. Employee entitlements

60 11. Risks and financial instruments

68 12. Others

68 12a. Leases

70 12b. Share-based payment

71 12c. Provisions

72 12d. Contingent liabilities

73 12e. Related parties

74 12f. Operating subsidiaries of the Group

75 12g. Risk management, including climate-related risks

75 12h. Standards, interpretations and amendments to standards

BREMWORTH ANNUAL REPORT 2025

22

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
2425

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT (CONT'D)

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

To the shareholders of Bremworth Limited

OUR OPINION

In our opinion, the accompanying consolidated financial statements (the financial statements) of Bremworth Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2025, its

financial performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group’s financial statements comprise:

—the consolidated statement of financial position as at 30 June 2025;

—the consolidated statement of profit or loss for the year then ended;

—the consolidated statement of comprehensive income for the year then ended;

—the consolidated statement of changes in equity for the year then ended;

—the consolidated statement of cash flows for the year 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.

Other than in our capacity as auditor we have no 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 year. 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 matterHow our audit addressed the key audit matter

Inventory valuation and costing

The carrying value of the Group’s inventory at 30 June 2025 was

$28.0 million (30 June 2024: $29.3 million) net of inventory

provisions of $5.2 million (30 June 2024: $2.6 million).

The cost of finished goods reflects raw materials and

manufacturing costs, including allocation of production

overheads based on normal operating capacity.

The Group has recorded inventory provisions, which represent

a deduction from the cost of inventory. The Group applies

provisions to estimate the likely net realisable value for

inventory that is obsolete, aged, discontinued, or defective. This

involves judgement in categorising inventory by product status,

and in applying provisioning rates informed by historical sales

and margin data, consumer demand, available distribution

channels, and inventory rationalisation plans.

The inventory balance includes write-offs of $0.8 million arising

from the fire at the Whanganui yarn spinning plant.

Valuation of inventory is a key audit matter due to the

significance of the inventory balance and the judgements

involved in estimating the inventory provisions.

Note 10c of the consolidated financial statements describes the

accounting policy on inventories and the judgements and

estimates applied by management to determine the

inventory provision.

To audit the cost of inventory, our procedures included:

—Gaining an understanding of the inventory costing

process and controls;

—Testing the accuracy of the application of inventory

costing by reperforming the calculations made to adjust

standard costs to actual costs;

—Verifying inputs, on a sample basis, of the finished

goods, work in progress, and yarn inventory cost by

agreeing them to supporting documents;

—Testing the cost of raw material inventory, on a sample

basis, to supplier invoices; and

—Evaluating the nature and appropriateness of factory

overheads capitalised into inventory, based on normal

operating capacity, and testing the mathematical

accuracy of the overhead allocation calculation.

To audit the inventory provisions, our procedures included:

—Gaining an understanding of, and assessing, the Group’s

inventory provisioning process and related controls,

including any refinements to its methodology,taking

into consideration key attributes used such as piece

sizes, grade quality, age, discontinued products,an

onerous sales contract and recent sale prices;

—Assessing management’s estimate of the impairment of

inventory damaged in the Whanganui plant fire and

impairment of inventory related to the onerous

sales contract;

—Observing management’s stocktake process by

attending selected locations to confirm the existence

and condition of the inventory;

—Assessing the accuracy of management’s estimate of

provisioning by comparing the provision ratio by

inventory category with the corresponding prior year

provision ratio;

—Performing sales and margin analysis on finished goods

post balance sheet date; and

—Testing the net realisable value of finished goods, on a

sample basis, by comparing the carrying value with

most recent sales prices and margins.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
2627

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT (CONT'D)

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT (CONT'D)

Provisions

At 30 June 2025, the Group recognised provisions of

$2.9 million (30 June 2024: $1.5 million), comprising $2.0 million

for warranties and $0.9 million for an onerous supply contract.

The provision for warranties for carpet sold is based on

estimates from historical warranty data associated with similar

products. Judgement is required in considering factors such as

the nature and extent of historical claims data, the terms of

warranties in supply contracts, consumer protection laws in key

markets, and corrective actions taken to address

product quality.

The onerous contract provision relates to a contract entered

into during the financial year, where the unavoidable costs of

fulfilment or exit are greater than the expected economic

benefits to be received. Judgement is required in estimating the

shortfall between the contracted price and the cost of internal

manufacturing and/or external sourcing and supplying the

required products, including forecasting the quantity of product

expected to be supplied over the duration of the contract.

Management also considered the estimated costs to exit the

contract relative to the cost to fulfil it and concluded that the

exit costs would outweigh the cost of fulfilment.

The valuation of provisions is a key audit matter due to the

significance of the balances and the level of management

judgement involved.

Note 12c of the consolidated financial statements describes the

accounting policies on provisions and the judgements and

estimates applied by management in determining the provisions

for warranties and onerous contracts.

To audit the provisions for warranties, our procedures included:

—Gaining an understanding of, and assessing, the Group’s

provisioning processes and related controls

for warranties.

—Assessing the reasonableness of management’s

warranty provisions by considering recent claim trends

and reviewing the accuracy of prior year provisions

through management’s look-back analysis.

—Verifying a sample of the inputs used in management’s

warranty provisioning model.

To audit the provision for the onerous supply contract, our

procedures included:

—Obtaining and reviewing the signed supply contract to

understand key contract terms, including fulfilment

obligations and pricing arrangements, and considering

management’s assessment against the requirements of

NZ IAS 37 Provisions, Contingent Liabilities and

Contingent Assets.

—Assessing management’s calculation of the onerous

contract provision. This work included evaluating the

estimation of volumes to be supplied over the life of the

contract with reference to correspondence with the

customer regarding indicative volumes during the

tender process and actual monthly volumes supplied

post balance date. We also evaluated the calculation of

unavoidable costs such as manufacturing,

warehousing,local freight, and related product costs by

comparing them to budgeted and recent actual costs

and an external supplier quote.

—Challenging management’s assumptions regarding

whether the provision reflects the lower of the

estimated cost to either exit or to fulfil the contract.

—Considering evidence of the contract volumes supplied

and losses incurred subsequent to balance date.

We also considered the adequacy of related disclosures in the

financial statements.

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.

Overall group materiality: $776,000, which represents approximately 0.9% 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.

We performed a full scope audit over the consolidated financial information of the Group.

As reported above, we have two key audit matters, being:

—Inventory valuation and costing

—Provisions

OUR AUDIT APPROACH

Overview

Materiality

Group

Scoping

Key Audit

Matters

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
2829

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2025

Note

2025

$000

2024

$000

Revenue from contracts with customers7c 88,424 80,294

Cost of sales(76,90 3)(6 0,81 2)

Gross profit 11,521 19,482

Other income and gains7d 547 531

Distribution expenses(15,111)(14,552)

Administration expenses7e(12,822)(1 2,0 87)

Cyclone Gabrielle related insurance claim5 39,662 12,619

Whanganui fire related insurance claim6(912) -

Restructuring costs7f(2,7 2 5)(1,56 8)

Onerous contract12c(896) -

19,264 4,425

Finance costs7i(860)(825)

Finance income 1,032 1,344

Profit before income tax 19,436 4,944

Income tax expense7j(333)(301)

Profit after tax for the year $19,103 $4,643

Basic earnings per share (cents)7b 27.04 6.63

Diluted earnings per share (cents)7b 26.66 6.5 3

This Consolidated Statement of Profit or Loss is to be read in conjunction with the notes on pages 36 to 75.

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT (CONT'D)

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report,

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.

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

7 October 2025

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
3031

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2025

2025

$000

2024

$000

Profit after tax for the year 19,103 4,643

Other comprehensive income that may be reclassified subsequently to profit or loss

Effective portion of changes in fair value of cash flow hedges (net of income tax)(372)(1,1 6 7 )

Net change in fair value of cash flow hedges transferred to profit or loss

(net of income tax) 343 607

Total other comprehensive (loss)/income(29)(560)

Total comprehensive income for the year $19,074 $ 4,0 8 3

This Consolidated Statement of Comprehensive Income is to be read in conjunction with the notes on pages 36 to 75.

Note

Share

Capital

$000

Cash Flow

Hedging

Reserve

$000

Foreign

Currency

Translation

Reserve

$000

Share-

based Payment

Reserve

$000

Retained

Earnings

$000

To tal

Equity

$000

Total equity at 1 July 2024 22,054 378 (1,420) 732 32,679 54,423

Total comprehensive income for the year

Profit after tax - - - - 19,103 19,103

Other comprehensive income that may be

reclassified subsequently to profit or loss

Changes in fair value of cash flow hedges

(net of income tax) - (29) - - - (29)

Total comprehensive income for the year - (29) - - 19,103 19,074

Transaction with owners in their capacity

as owners

Buyback and cancellation of shares8b(325)(325)

Share-based payments - value of employee

services12b - - - 122 - 122

Total transaction with owners for the year(325) - - 122 - (203)

Total equity at 30 June 2025 $21,729 $349 $(1,420) $854 $51,782 $73,294

This Consolidated Statement of Changes in Equity is to be read in conjunction with the notes on pages 36 to 75.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
3233

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)

For the year ended 30 June 2025

Note

Share

Capital

$000

Cash Flow

Hedging

Reserve

$000

Foreign

Currency

Translation

Reserve

$000

Share-

based Payment

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Total equity at 1 July 2023 22,054 938 (1,4 20) 615 28,036 50,223

Total comprehensive income for the year

Profit after tax - - - - 4,643 4,643

Other comprehensive income that may be

reclassified subsequently to profit or loss

Changes in fair value of cash flow hedges

(net of income tax) - (560) - - - (560)

Total comprehensive income for the year - (560) - - 4,643 4,083

Transaction with owners in their capacity

as owners

Share-based payments - value of employee

services12b - - - 117 - 117

Total transaction with owners for the year - - - 117 - 117

Total equity at 30 June 2024 $22,054 $378 $(1,4 20) $732 $32,679 $ 5 4,4 23

This Consolidated Statement of Changes in Equity is to be read in conjunction with the notes on pages 36 to 75.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2025

Note

2025

$000

2024

$000

ASSETS

Property, plant and equipment - owned9a 16,959 13,241

Property, plant and equipment - right-of-use12a 7,915 8,804

Intangible assets 36 61

Deferred tax asset7j 488 402

Total non-current assets 25,398 22,5 08

Cash and bank10a 42,245 31,645

Trade receivables, other receivables and prepayments10b 11,050 10,661

Inventories10c 27,954 29,348

Advances to employees - 181

Derivative financial instruments11 516 508

Income tax receivable - 67

Total current assets 81,765 72,410

Total assets $107,163 $94,918

EQUITY

Share capital8b 21,729 22,054

Cash flow hedging reserve8b 349 378

Foreign currency translation reserve8b(1,420)(1,4 20)

Share-based payment reserve8b, 12b 854 732

Retained earnings 51,782 32,679

Total equity 73,294 54,423

LIABILITIES

Lease liabilities12a 15,168 16,508

Employee benefits 371 488

Provisions12c1,76 9 812

Total non-current liabilities1 7, 3 0 8 17,808

Trade payables and accruals10d 10,049 16,350

Customer deposits7c 151 139

Employee benefits 74 46

Employee entitlements10e 3,387 3,726

Lease liabilities12a 1,540 1,417

Provisions12c1,122 694

Derivative financial instruments11 54 17

Deferred income7h 48 298

Income tax payable 136 -

Total current liabilities16,561 22,687

Total liabilities 33,869 40,495

Total equity and liabilities $107,163 $94,918

This Consolidated Statement of Financial Position is to be read in conjunction with the notes on pages 36 to 75.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
3435

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2025

Note

2025

$000

2024

$000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 86,886 80,797

Cash paid to suppliers and employees(1 0 8,7 8 4)(91,623)

(21,898)(10,826)

Government grants received 176 326

Other receipts 10 8

GST (paid)/refunded(2,0 97) 822

Interest paid - loans and borrowings(35)(3)

Interest component of lease payments12a(825)(822)

Interest received 1,113 1,264

Income tax paid(217)(69)

Cyclone Gabrielle related insurance income5 42,230 -

Cyclone Gabrielle related expenses(2,721)(17,985)

Net cash flow from operating activities 15,736 ( 2 7, 2 8 5 )

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of plant and equipment 70 -

Acquisition of plant and equipment9a(5,5 41)(4,0 4 0)

Maturities of short term deposits 5,000 19,500

Investments in short term deposits(27,000)(17,000)

Advances to employees pursuant to the Bremworth Equity Plan 181 (11)

Cyclone Gabrielle related insurance income5 1,485 25,015

Whanganui fire related insurance income6d 477 -

Net cash flow from investing activities(25,328) 23,464

CASH FLOWS FROM FINANCING ACTIVITIES

Buyback and cancellation of shares8b(325) -

Principal component of lease payments12a(1,457)(1,358)

Net cash flow from financing activities(1,7 8 2)(1,358)

Net decrease in cash and cash equivalents(11,374)(5,17 9)

Cash and cash equivalents at beginning of the year 26,645 31,819

Effect of exchange rate changes on cash(26) 5

Cash and cash equivalents at end of the year $15,245 $26,645

This Consolidated Statement of Cash Flows is to be read in conjunction with the notes on pages 36 to 75.

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

For the year ended 30 June 2025

Note

2025

$000

2024

$000

Profit after tax for the year 19,103 4,643

Add/(Deduct) non-cash items:

Depreciation - owned assets9a 1,166 858

Depreciation - right-of-use assets12a 1,129 1,057

Amortisation - intangible assets 25 25

Impairment of buildings and plant and equipment5, 6 600 297

Reversal of impairment of fixed assets and inventory - (208)

Share-based payments - value of employee services12b 122 117

Deferred tax(86) 174

Net gain on sale of plant and equipment(13) -

Net loss/(gain) on foreign currency balance 26 (5)

Deduct insurance related cash items:

Cyclone Gabrielle related insurance income5, 6 - (25,015)

Whanganui fire related insurance income(477) -

Changes in working capital items:

Trade receivables, other receivables and prepayments(1,874)(704)

Inventories 1,394 (8,226)

Income tax receivable/payable 203 58

Trade payables and accruals(6,301) 1,402

Customer deposits 12 (53)

Employee benefits and entitlements(428)(1,321)

Provisions 1,385 (129)

Deferred income(250)(205)

Derivative financial instruments - (50)

Net cash flow from operating activities $15,736 $(27,285)

This Consolidated Statement of Cash Flows is to be read in conjunction with the notes on pages 36 to 75.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
3637

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2025

1 COMPANY INFORMATION

Bremworth Limited (“Bremworth” or “the Company”) is a limited liability company that is domiciled and incorporated in

New Zealand.

The consolidated financial statements presented are for Bremworth and its subsidiaries (“the Group”) as at, and for the year ended,

30 June 2025.

The Company is registered under the Companies Act 1993 and is an FMC reporting entity for the purposes of the Financial

Reporting Act 2013 and the Financial Markets Conduct Act 2013. The consolidated financial statements have been prepared in

accordance with these Acts.

The principal activities of the Group comprise wool acquisition, and carpet and rug manufacturing and sales.

All Group subsidiaries are wholly-owned.

2 GENERAL INFORMATION RELATING TO PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

2a STATEMENT OF COMPLIANCE

The consolidated financial statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ

IFRS), other applicable New Zealand accounting standards and authoritative notices as appropriate for Tier 1 For-Profit entities. The

consolidated financial statements also comply with International Financial Reporting Standards Accounting Standards (IFRS

Accounting Standards).

2b BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting

Practice (NZ GAAP) as appropriate for Tier 1 For-Profit entities.

They have been prepared on the historical cost basis, except for derivative financial instruments which are measured at fair value as

disclosed in note 11 (Risks and financial instruments) to the consolidated financial statements.

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic

environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in

New Zealand dollars, which is Bremworth Limited’s functional and presentation currency. Unless otherwise indicated, all financial

information presented in New Zealand dollars has been rounded to the nearest thousand.

The Consolidated Statements of Profit or Loss, Comprehensive Income, Changes in Equity and Cash Flows are stated exclusive of

GST. All items in the Consolidated Statement of Financial Position are stated exclusive of GST, except for trade receivables and

trade payables, which include GST invoiced.

2c CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND MATERIAL ACCOUNTING POLICIES

The preparation of the consolidated financial statements in conformity with NZ IFRS requires the Directors to make estimates,

judgements and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income

and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from

these estimates.

Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Information about estimates and judgements that have a material effect on the amounts recognised in the consolidated financial

statements are disclosed in the following notes:

Note 5 – impact of Cyclone Gabrielle

Note 6 – impact of fire at the Whanganui yarn spinning plant

Note 7j – measurement and recoverability of tax losses

Note 9a – recoverability of property, plant and equipment, including the impact of the Scheme Implementation Agreement (Note 3)

Note 10c – inventory provisioning

Note 12a – determination of lease term

Note 12c – measurement of provisions, including onerous contract and warranties

Material accounting policies and critical estimates, judgements and assumptions are also disclosed in the relevant notes to the

consolidated financial statements and identified using the following coloured boxes:

Accounting policies Estimates, judgements and assumptions

2 GENERAL INFORMATION RELATING TO PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

(CONT'D)

2d BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at 30 June 2025 and

the results of all subsidiaries for the year then ended. Subsidiaries are all entities over which the Company has control. The

Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity

and has the ability to affect those returns through its power over the entity.

Intra-group balances and transactions, and any unrealised gains arising from intra-group transactions, are eliminated in preparing

the consolidated financial statements. Unrealised losses are also eliminated unless the underlying intra-group transaction provides

evidence that the asset transferred is impaired.

2e CHANGES IN ACCOUNTING POLICIES

There were no changes in accounting policies during the year ended 30 June 2025.

2f RESTATEMENT OF PRIOR YEAR BALANCES

Notes 7j (Income tax) and 11 (Risks and financial instruments) to the consolidated financial statements for the year ended 30 June

2024 have been restated to correct for misstatements relating to the previous financial year that were identified during the year. The

restatements do not affect the Consolidated Statement of Profit or Loss, the Consolidated Statement of Comprehensive Income,

the Consolidated Statement of Changes in Equity, the Consolidated Statement of Financial Position and the Consolidated Statement

of Cash Flows.

2g RECLASSIFICATION OF PRIOR YEAR BALANCES

The Consolidated Statement of Profit or Loss for the year ended 30 June 2024 included $439,000 and $1,129,000 in distribution and

in administration expenses respectively that have been reclassified to restructuring costs to align with the current year presentation.

2h CYCLONE GABRIELLE

Progress since the issue of the consolidated financial statements for the year ended 30 June 2024

Settlement of insurance claims

The Group settled its Cyclone Gabrielle insurance claims on 4 February 2025, with the total amount agreed at $104.2 million.

After recognising progress payments received from the insurers prior to that date of $62.0 million, the Group received a final

payment totalling $42.2 million on or about 12 February 2025, with this $42.2 million recognised as income in the Consolidated

Statement of Profit or Loss for the year ended 30 June 2025.

Reinstatement of property, plant and equipment

The Group has continued to reinstate key items of plant and equipment at the Napier plant following the damage caused by Cyclone

Gabrielle, with the completion of selected yarn twisting and finishing equipment during the year.

The decision was taken during the year to invest a further $6.0 million towards the staged reinstatement of the Napier plant, with

the focus this time on key yarn making equipment across the entire yarn manufacturing process from carding through to spinning

and twisting to leverage the investments that have already been made in yarn twisting and finishing.

This latest move will boost yarn making capacity within the carpet business and allow the Group to produce most, if not all, of its

yarn requirements at its Napier and Whanganui yarn spinning plants again - allowing, in the process, the business to:

—reduce the current long yarn supply lead times associated with the hybrid yarn supply system that was put in place following

Cyclone Gabrielle;

—reduce yarn input costs;

—address yarn quality issues associated with externally sourced yarns;

—reduce the quantities of yarn inventory that are required to be held to support the business; and

—focus on meeting its exacting quality standards from yarns through to finished carpet.

The ability to bring back key items of plant and equipment progressively will provide the business with significant optionality to

scale up capacity as demand for carpet grows - allowing the Company to commit to capital expenditure only as and when required.

People

The Group has started a recruitment programme aimed at taking onboard the skilled staff that would be required to support the

return to yarn manufacturing at Napier again, with that programme targeting a range of specialised staff covering the entire yarn

making process.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
3839

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

2 GENERAL INFORMATION RELATING TO PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

(CONT'D)

2i FIRE AT THE WHANGANUI YARN SPINNING PLANT

On 4 May 2025, a fire broke out at the Whanganui yarn spinning plant.

Following a comprehensive review, the Group identified the following (from a material damage perspective):

—significant damage to the timber structure of the roof void of approximately 30 square metres within the building where the

fire started and areas in proximity to that;

—heat and smoke damage to the roof cladding and metal purling in the adjoining building;

—minor damage to mechanical and electrical services (including electrical control rooms and switchboards) in the section of

the building directly affected;

—damage to, and loss of, inventory in various stages of production.

There was also loss of approximately two weeks of production while clean up and assessment of damage to buildings and plant and

equipment were undertaken. This did not result in loss of sales and/or carpet production – with the volume of both carpet and yarn

inventories held within the business.

The losses are substantially covered by insurance and have been accounted for as set out in note 6 (Impact of fire at the Whanganui

yarn spinning plant) to the consolidated financial statements.

3 EVENTS AFTER BALANCE DATE

Agreement to enter into Scheme of Arrangement (“Scheme”)

On 2 October 2025, the Company announced that it had entered into a Scheme Implementation Agreement (“SIA”) with Floorscape

Limited (“Floorscape”), a wholly owned subsidiary of flooring company Mohawk Industries Inc. (“Mohawk”). Mohawk operates the

Floorscape premium hard flooring business and owns carpet manufacturer Godfrey Hirst New Zealand Limited.

The entry into the SIA is the culmination of the Board-led strategic review into the Company’s ownership structure that was

announced by the Company in February 2025 following the finalisation of Cyclone Gabrielle insurance settlement and approaches

from parties expressing an interest in Bremworth.

As part of this review, the Board engaged extensively with a number of potential parties before reaching agreement

with Floorscape.

Under the SIA, Floorscape has agreed to acquire 100% of the shares in Bremworth, conditional on the approvals further

discussed below.

The proposed Scheme is expected to deliver shareholders an estimated total consideration in the range of $1.05 to $1.15 per share,

subject to market conditions and business performance, with the total consideration representing premium of up to:

—135% to Bremworth’s share price prior to commencement of the strategic review; and

—85% to its most recent closing price prior to the announcement of the Scheme proposal.

The total consideration comprises two components:

—Scheme consideration from Floorscape, being cash payment of $0.75 per share; and

—capital distribution of excess cash, coming in the form of a share buyback and fully imputed dividend, estimated in the range

of $0.30 to $0.40 per share.

The proposed Scheme is conditional on several matters, including:

—Bremworth shareholder approval;

—High Court approval;

—New Zealand Commerce Commission clearance;

—Australian Competition and Consumer Commission approval;

—IRD ruling on the tax implications of the proposed capital distribution; and

—Bremworth’s independent advisor concluding that the Scheme consideration is within or above its valuation range.

Under the SIA, Bremworth has the ability to distribute any excess cash above an agreed minimum level of $1.6 million to

shareholders immediately prior to the implementation of the Scheme.

Based on Bremworth’s estimated cash flows between the date of the announcement of the SIA and the expected implementation of

the proposed Scheme in the second half of the 2026 financial year, Bremworth expects to distribute between $21.0 million and

$28.0 million via the capital distribution. This would represent a payment to shareholders of between $0.30 and $0.40 per share.

3 EVENTS AFTER BALANCE DATE (CONT'D)

Agreement to enter into Scheme of Arrangement (“Scheme”) (CONT’D)

The Company has emphasised that this estimate is based on assumptions of market conditions, business performance and the

timing of the implementation of the proposed Scheme and that the estimate is therefore subject to change. Bremworth will continue

to provide updated estimates to shareholders, based on its trading performance prior to the special shareholders meeting to be held

to allow shareholders to vote on the proposed Scheme.

The Company notes that there are references in the SIA to the scoping of potential remediation issues relating to asbestos at one of

the Company’s leased premises, with the Board and management able to confirm, to the best of their knowledge, that there was no

obligation at balance date to remediate asbestos issues at any properties owned or occupied by the Group.

The Company has reviewed the SIA in its entirety for any other financial reporting implications and is satisfied that there are no

material impacts other than those disclosed in notes 4 (Going concern), 9a (Property, plant and equipment) and 12b (Share-based

payment) to the consolidated financial statements.

Insurance claim

The Group has continued to progress discussions with its insurers in relation to its claims for damage and/or loss as a consequence

of the fire at its Whanganui yarn spinning plant. More information is disclosed in note 6 (Impact of fire at the Whanganui yarn

spinning plant) to the consolidated financial statements.

Onerous contract

The Group has also continued to engage with the counterparty to the contract for the supply of product as disclosed in note 12c

(Provisions) to the consolidated financial statements, with these discussions enabling the Group to clarify its obligations while also

lowering the estimated cost of fulfilling the contract and reducing the provision originally recognised when it announced its

unaudited results to NZX on 29 August 2025 from $1,753,000 to $896,000.

Release of unaudited results to NZX

The Group released its unaudited results for the year ended 30 June 2025 to NZX on 29 August 2025 pursuant to the NZX Listing Rules.

The following table sets out the reconciliation of the differences between the unaudited and audited Consolidated Statement of

Profit or Loss:

Subsequent amendments

Unaudited

as released

to NZX on

29 August 2025

$000

Reclassification

$000

Warranties and

inventory

$000

Impairment of

buildings

$000

Onerous contract

$000

Audited

$000

Revenue from contracts with customers88,891(467)8 8,4 24

Cost of sales(77,009)467(361)(76,9 0 3)

Gross profit11,882–(361)––11,521

Other income and gains547547

Distribution expenses(15,111)(15,111)

Administration expenses(12,822)(12,822)

Cyclone Gabrielle related insurance claim3 9,6 6 23 9,6 6 2

Whanganui fire related insurance claim(1,272)360(912)

Restructuring costs( 2,7 2 5 )( 2,7 2 5 )

Onerous contract(1,75 3 )857(896)

18,4 0 8–(361)3608571 9,2 6 4

Finance costs(860)(860)

Finance income1,0 321,0 32

Profit before income tax18,580–(361)3608571 9,4 3 6

Income tax expense(333)(333)

Profit after tax for the year$18,247–$(361)$360$857$1 9,1 0 3

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
4041

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

4 GOING CONCERN

The Group prepares its consolidated financial statements on a going concern basis and expects to be able to realise its assets and

meet its financial obligations in the normal course of business.

Cash and cash equivalents and short term deposits at balance date of $42.2 million (2024: $31.6 million) is at a level significantly

higher than forecasted as a result of final settlement of Cyclone Gabrielle insurance claims and receipt of final payments.

Net working capital (being current assets (excluding cash and bank) less current liabilities) employed by the Group as at balance

date of $23.0 million (2024: $18.1 million) is well up on the previous year, with the Group continuing to focus on working capital

utilisation and efficiency.

The Board is committed to the future of the existing carpet business, with a number of decisions taken in the latter part of the

financial year to strengthen the Company’s financial performance, position and cash flows. These decisions include the following:

—the re-entry into the synthetic carpet markets in New Zealand and Australia to provide the carpet business with additional

volume while also meeting ongoing requests for synthetic carpet from its channel partners;

—the reinstatement of key items of plant and equipment at the Napier yarn plant, with further discussions in note 2h (Cyclone

Gabrielle) to the consolidated financial statements;

—the review of its cost base, with the assistance of external consultants and industry experts; and

—the simplification of the business structure and the way of doing business going forward.

The Group has prepared forecasts of its financial performance, while also assessing cash flows and financial position through to 31

October 2026 as part of the Board-led strategic review of its ownership structure and the subsequent entry into the SIA as further

discussed in note 3 (Events after balance date) to the consolidated financial statements.

In preparing these forecasts, management considered and, where required made assumptions, in relation to:

—the additional costs, and time it could take, to re-introduce synthetic carpet into its pre-existing woollen carpet offerings;

—the capital expenditure that will be required to continue to reinstate key yarn spinning equipment in the Napier plant;

—the cost savings that have been achieved from the review of its cost base and the simplification of its business structure; and

—the further cost savings and reduction in working capital requirements that have been identified.

The Board considers that although there are uncertainties relating to these forecasts, these uncertainties are not significant enough

to lead to a material uncertainty relating to going concern.

The Board expects that notwithstanding that financial performance has been well below expectation in recent years (excluding the

benefit of insurance receipts) and the Group has been in a loss-making and operating cash flow deficit position, sufficient funds are

available to fund the Group’s operations while also providing the Board with optionality around the potential return of any surplus to

shareholders based on the cash flow forecasts that have been prepared.

The Board believes, to the best of its knowledge, that the counterparty to the SIA has every intention to continue to operate the

Bremworth business as a going concern should the proposed Scheme proceed to implementation such that the counterparty

becomes the owner of the business.

5 IMPACT OF CYCLONE GABRIELLE

Dealing with impact of Cyclone Gabrielle in the consolidated financial statements

The following table summarises the impact of Cyclone Gabrielle on the Consolidated Statement of Profit or Loss:

Impact of Cyclone Gabrielle

2025

$000

2024

$000

Insurance proceeds secured and recognised as income 42,230 26,500

Site clean-up, asset stabilisation and waste disposal costs incurred recognised

as expenses - (1,0 02)

Ongoing payroll costs recognised as expenses(240)(4,410)

Ongoing costs as a result of the cyclone as well as professional fees (including claims

preparation costs) incurred that have been recognised as expenses(151)(4,372)

Other additional costs incurred to avoid loss of revenue that have also been

recognised as expenses(2,17 7)(3,457)

Cost of voluntary redundancies incurred - (1,4 25)

Damaged or destroyed buildings and plant and equipment derecognised to the

extent appropriate - (297)

Plant and equipment previously derecognised and subsequently reinstated - 208

Inventory previously written off and subsequently reinstated - 874

$39,662 $1 2,61 9

The $42.2 million of Cyclone Gabrielle related insurance income recognised during the year ended 30 June 2025 represents the

final amount that was received following the settlement of the Company’s insurance claims during the year, with that amount

representing the $104.2 million full and final settlement that was agreed with the insurers less progress payments received to that

date of $62.0 million (2024: two progress payments totalling $26.5 million).

All progress payments received in previous years were stated as non-specific and there was confidence that substantially all costs

related to the reinstatement of property, plant and equipment would be covered. Therefore, they were treated as cash from

investing activities in the Statement of Cash Flows. With the settlement amount having now been clearly assigned between loss

and/or damage of property, plant and equipment, loss of inventory and business interruption, it is evident that the $42.2 million final

settlement amount is attributable to business interruption costs that are operating, and this is treated as cash from operating

activities in the Statement of Cash Flows.

Accounting policies

Insurance proceeds are recognised as income and as a receivable when receipt is virtually certain and to the extent that the

amount can be reliably estimated.

In the event that insurance proceeds cannot be recognised as income and as a receivable because receipt is not virtually

certain and/or the amount cannot be reliably estimated, they are disclosed as contingent assets.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
4243

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

6 IMPACT OF FIRE AT THE WHANGANUI YARN SPINNING PLANT

Dealing with impact of the fire at the Whanganui yarn spinning plant in the consolidated financial statements

The following table summarises the impact of the fire at the Whanganui yarn spinning plant on the Consolidated Statement of

Profit or Loss:

Impact of fireNote

2025

$000

2024

$000

Insurance proceeds secured and recognised as income6a 527 -

Damaged buildings and plant and equipment derecognised to

the extent appropriate6c(600) -

Damaged or destroyed inventory written off to the

extent appropriate6c(839) -

$(912) -

Estimates, judgements and assumptions

As a result of the Whanganui fire event, a number of material estimates and judgements have been necessary to determine

the accounting treatment in these consolidated financial statements.

These estimates and judgements include the following:

—estimation of further insurance proceeds as income and contingent assets (note 6b)

—assessment of impairment of buildings, plant and equipment and inventory (note 6c)

Details of the estimates and judgements made are further discussed below where relevant.

6a WHANGANUI YARN SPINNING PLANT FIRE RELATED INSURANCE INCOME

2025

$000

2024

$000

Insurance recovery - Whanganui fire $527 -

The $527,000 of Whanganui fire related insurance income recognised during the year ended 30 June 2025 represents the first

progress payment that was approved by the insurers prior to balance date.

6b WHANGANUI YARN SPINNING PLANT FIRE RELATED CONTINGENT ASSET

The Group expects that it will ultimately receive the full amount of the loss or damage caused by the fire at the Whanganui yarn

spinning plant - except for the $223,000 deductible and amounts that may fall outside the scope of its material damage

insurance policy.

The insurance claim was not sufficiently advanced at balance date to conclude that there was virtual certainty that would allow the

Group to recognise as insurance income any amount in excess of the $527,000 that has already been approved by the insurer at

balance date, with a number of issues yet to be worked through.

2025

$000

2024

$000

Insurance contingent asset disclosure - Whanganui fire $849 -

However, the Group has disclosed a contingent asset - being the further amounts that it is expecting to receive under its insurance

claims for damage and/or loss arising from the fire at the Whanganui yarn spinning plant - for the following reasons:

—the progress it has made towards the resolution of its insurance claims, with the amount disclosed as a contingent asset able

to be reliably estimated based on discussions with, and the advices received from, the insurer’s loss adjusters to date;

—the amount disclosed as a contingent asset is well within the sum insured under the Group’s material damage

insurance policy.

6 IMPACT OF FIRE AT THE WHANGANUI YARN SPINNING PLANT (CONT'D)

6c WHANGANUI YARN SPINNING PLANT FIRE RELATED WRITE OFFS AND EXPENSES

Note

2025

$000

2024

$000

Impairment of buildings9a(600) -

Write off of inventory10c(839) -

$(1,4 39) -

Whanganui fire related asset write offs and expenses consist of:

Impairment of buildings and plant and equipment

Following detailed assessment of damage to buildings after the fire (with plant and equipment not affected), the Group determined

that an impairment loss of $600,000 - being the cost required for site clean up and to reinstate these assets to pre-fire condition

- was required. This assessment involved suitably qualified contractors, with the loss adjusters also present on-site.

Refer also to note 9a (Property, plant and equipment) to the consolidated financial statements for further information.

Write off of inventory

Accounting standards require inventory to be measured at the lower of cost and net realisable value.

Where the cost of inventory may not be recoverable because the inventory is damaged as a consequence of the fire, the Group is

required to estimate its recoverable amount and recognise an impairment if this estimate is less than the carrying amount.

Based on the analysis and estimates prepared by management, the Group has determined that the carrying value of affected

inventory at the Whanganui plant at the time of the fire of $839,000 was required to be written off because it has been damaged or

destroyed as a consequence of having been exposed to smoke and could not therefore be used for further processing into

finished carpet.

Refer also to note 10c (Inventories) to the consolidated financial statements for further information.

6d PROGRESS PAYMENTS RECEIVED

2025

$000

2024

$000

Whanganui fire related insurance income recognised 527 -

Less payments received prior to balance date(477) -

Insurance progress payments approved by insurers prior to balance date $50 -

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
4445

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

7 FINANCIAL PERFORMANCE

This section deals with the financial performance of the Group and addresses, among other things, the financial performance of the

Group’s reportable segments and the key areas that impact on the Group’s profitability, including operating revenue, other income,

gains/losses on sale of property, plant and equipment, expenses and taxation.

7a SEGMENT PERFORMANCE

Reportable segments

The Group’s reportable and operating segments are:

—Carpet, with this segment involved in the manufacturing and sales of carpet and rugs in New Zealand, Australia and rest of

the world; and

—Wool, with this segment involved in the acquisition of wool for the carpet segment and for sales to external customers in

New Zealand.

An operating segment is a component of the Group:

—that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses

that relate to transactions with any of the Group’s other components;

—whose operating results are regularly reviewed by the Group’s chief operating decision maker - in this case, the Chief

Executive Officer - to make decisions about the resources to be allocated to the segment and to assess its performance; and

—for which discrete financial information is available.

The Chief Executive Officer uses total revenue, segment result before depreciation, insurances, restructuring and onerous contract

and segment result after depreciation but before insurances, restructuring and onerous contract to assess the performance of the

operating segments. Total assets and total liabilities are also reviewed for the operating segments.

Inter-segment transactions

Inter-segmental sales during the year and intercompany profits on stocks at balance date are eliminated on consolidation.

Geographical areas

In presenting information on the basis of geographical areas, revenue is based on the geographical location of customers and

non-current assets are based on the geographical location of those assets.

2025

$000

2024

$000

Revenue

New Zealand 57,298 51,274

Australia 29,443 27,314

Canada 903 883

USA 661 753

Rest of the world 119 70

$88,424 $80,294

As at

30 June 2025

$000

As at

30 June 2024

$000

Non-current assets

New Zealand 24,437 21,547

Australia 961 961

$25,398 $22,5 08

7 FINANCIAL PERFORMANCE (CONT'D)

7a SEGMENT PERFORMANCE (CONT’D)

Major customers

None of the Group’s external customers contributed revenues in excess of 10% of the Group’s total revenues.

Carpet and rugs sales and

manufacturing Wool acquisition Total

2025

$000

2024

$000

2025

$000

2024

$000

2025

$000

2024

$000

External revenue 59,504 57,081 28,920 23,213 88,424 80,294

Inter-segment revenue - - 2,441 2,336 2,441 2,336

To t al r eve nu e $59,504 $57,081 $31,361 $25,549 90,865 82,630

Elimination of inter-segment revenue(2,441)(2,336)

Consolidated revenue $88,424 $80,294

Segment result before depreciation,

insurances, restructuring and

onerous contract(13,824)(4,524) 1,301 1,386 (12,523)( 3,1 3 8)

Depreciation - owned assets(1,000)(698)(166)(160)(1,166)(858)

Depreciation - right-of-use assets(956)(911)(173)(146)(1,129)(1,057)

Amortisation - intangibles(25)(25) - - (25)(25)

Segment result before insurances,

restructuring and onerous contract(15,805)(6,1 5 8) 962 1,080 (14,84 3)(5,078)

Cyclone Gabrielle related insurance claim 39,662 12,619 - - 39,662 12,619

Whanganui fire related insurance claim(912) - - - (912) -

Restructuring costs(2,7 2 5)(1,56 8) - - (2,7 2 5)(1,56 8)

Onerous contract(896) - - - (896) -

Segment result 19,324 4,893 962 1,080 20,286 5,973

Elimination of inter-segment profits 20 (21)

Unallocated corporate costs(1,0 42)(1,527)

Results from operating activities 19,264 4,425

Finance costs(860)(825)

Finance income 1,032 1,344

Profit before income tax 19,436 4,944

Income tax expense(333)(301)

Profit after tax for the year $19,103 $ 4,6 4 3

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
4647

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

7 FINANCIAL PERFORMANCE (CONT'D)

7a SEGMENT PERFORMANCE (CONT’D)

Carpet and rugs sales and

manufacturing Wool acquisition Total

2025

$000

2024

$000

2025

$000

2024

$000

2025

$000

2024

$000

Reportable segment assets 56,591 57,590 8,327 5,683 64,918 63,273

Unallocated assets - Cash and bank 42,245 31,645

Total assets $107,163 $94,918

Capital expenditure 5,114 3,969 428 178 $5,542 $4,147

Reportable segment liabilities 15,141 20,742 2,020 1,828 17,161 22,570

Unallocated liabilities - Lease liabilities 16,708 17,925

Total liabilities $33,869 $ 4 0,495

7b EARNINGS PER SHARE

Basic earnings per share (Basic EPS)

2025 2024

Profit after tax attributable to shareholders of the Company ($000) 19,103 4,643

Weighted average number of ordinary shares outstanding 70,657,464 70,069,426

Basic EPS (cents) 27.04 6.6 3

Diluted earnings per share (Diluted EPS)

2025 2024

Profit after tax attributable to shareholders of the Company ($000) 19,103 4,643

Weighted average number of ordinary shares outstanding and potential

ordinary shares 71,657,464 71,069,426

Diluted EPS (cents) 26.66 6.5 3

In calculating the diluted earnings per share, the Company has taken into account the maximum number of shares that the holders

could be issued with under the Bremworth Share Option Scheme as further discussed at note 12b (Share-based payment) to the

consolidated financial statements, with the options issued under the Bremworth Share Option Scheme considered to be dilutive

instruments.

7c REVENUE FROM CONTRACTS WITH CUSTOMERS

2025

$000

2024

$000

Sales of goods

Carpet 58,16 0 55,426

Rugs 1,164 1,209

Wool 28,920 23,213

Other 180 446

To t al r eve nu e $88,424 $80,294

Credit terms for carpet and rug sales through wholesale distribution channels within New Zealand and Australia are generally no

later than 30 days after the month in which invoices are raised and, in the case of wool sold in New Zealand, within 14 days of

invoice date or on despatch whichever is the earlier. Credit terms for sales of carpet overseas are generally 60 to 90 days from date

of invoice and for sales of carpet yarn overseas 120 days from date of invoice.

Rugs sold through direct to consumer channels are for cash, with payment at the time orders are placed. All amounts received are

accounted for as customer deposits in the first instance, with $151,000 of customers deposits booked as at balance date

(2024: $139,000).

7 FINANCIAL PERFORMANCE (CONT'D)

7c REVENUE FROM CONTRACTS WITH CUSTOMERS (CONT’D)

Accounting policies

Revenue is recognised when or as performance obligations are satisfied by transferring control of the products sold to the

customer at the transaction price specified in the contract. Control transfers to the customers for carpet, rug and carpet

yarn sales on delivery of the goods to the customer. For wool sales, control passes on the earlier of payment or delivery. The

transaction price includes all amounts which the Group expects to be entitled to, net of goods and services tax and other

indirect taxes, expected rebates and discounts.

7d OTHER INCOME AND GAINS

Note

2025

$000

2024

$000

Government grants recognised7h 524 523

Net gain on sale of plant and equipment 13 -

Other 10 8

Total other income and gains $547 $531

7e ADMINISTRATION EXPENSES

The following items of expenditure are included in administration expenses:

2025

$000

2024

$000

Audit fees and expenses

Audit fees and expenses paid and payable for audit of consolidated financial

statements

Current year 861 613

Prior year 15 -

Total fees and expenses paid and payable to auditors $876 $613

7f RESTRUCTURING COSTS

2025

$000

2024

$000

Termination payments 1,986 1,073

Board-led strategic review 444 495

Costs associated with review of cost base 295 -

Total restructuring costs $2,725 $1,568

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
4849

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

7 FINANCIAL PERFORMANCE (CONT'D)

7g PERSONNEL EXPENSES

Note

2025

$000

2024

$000

Directors’ fees12e 406 387

Wages, salaries, bonuses, holiday pay and termination

payments 26,385 28,170

Other employee related costs 1,031 1,377

Employee benefits 683 803

Increase in liability for retiring allowances and long

service leave 27 8

Total personnel expenses $28,532 $ 3 0,74 5

Personnel costs are included in cost of sales, distribution expenses and administration expenses in the Consolidated Statement of

Profit or Loss.

Personnel expenses include restructuring costs of $1,986,486 (2024: $1,073,000).

Employee benefits include those benefits provided to employees as part of their employee arrangements with the Group and cover

the provision of motor vehicles, income protection insurances, life insurances, medical insurances and associated fringe benefits

taxes. Employee benefits also include the costs of providing on-site staff amenities.

7h GOVERNMENT GRANTS

Sustainable Food and Fibre Futures Fund and Waste Minimisation Fund

Grants of $349,000 (2024: $412,000) from the Sustainable Food and Fibre Futures Fund (SFFF Fund) and $175,000 (2024: $111,000)

from EECA (Energy Efficiency and Conservation Authority) are included in other income in the Consolidated Statement of Profit or

Loss. The funds cover pre-approved activities over the periods from December 2020 to June 2025 and January 2023 to June

2025 respectively.

There are no unfulfilled conditions or other contingencies attaching to the grants recognised in other income during the year.

Government grants that have been deferred, either because they relate to future costs to be incurred or assets, totalled $48,000 at

balance date (2024: $298,000).

Accounting policies

Grants from the government are recognised at their fair value where there is a reasonable assurance that the Group will

comply with all attached conditions and the grants will be received.

Government grants relating to costs that have been incurred are credited to profit or loss while grants relating to future

costs are included in current liabilities as deferred income and recognised in profit or loss over the period necessary to

match them with the costs that they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as

deferred income and they are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

7i FINANCE COSTS

2025

$000

2024

$000

Interest component of lease payments(825)(822)

Facility fees - Bank guarantees(35)(3)

Finance costs$(860)$(825)

Accounting policies

Finance costs include interest expense on loans and borrowings, interest component of lease payments and facility fees for

the Bank’s guarantee of the Group’s commitments. All interest expense are recognised in the Consolidated Statement of

Profit or Loss using the effective interest method.

7 FINANCIAL PERFORMANCE (CONT'D)

7j INCOME TAX

2025

$000

2024

$000

Income tax expense in the Consolidated Statement of Profit or Loss

Current tax expense

Current year 311 127

Adjustment for prior years 108 -

419 127

Deferred tax expense/(benefit)

Origination and reversal of temporary differences(86) 174

(86) 174

Income tax expense $333 $301

Reconciliation of effective tax rate

Profit after tax for the year 19,103 4,643

Income tax expense 333 301

Profit excluding income tax $19,436 $4,944

Income tax using the Company’s domestic tax rate of 28% (2024: 28%) 5,442 1,384

Non-deductible expenses 297 92

Non-assessable income(8,279)(345)

Effect of tax rate difference in foreign jurisdiction 10 12

Adjustment for prior years 108 -

Deferred tax impact on buildings - 352

Tax loss re-recognised - (1,194)

Unrecognised deferred tax asset 2,755 -

Income tax expense $333 $301

2025

$000

2024

$000

Restated

Imputation credits

Imputation credits available to shareholders of the Company $7,701 $ 7,7 0 2

The imputation credits available to shareholders as at 30 June 2024, which was previously stated to be $9,224,000, have been

restated to correct for an error in the previous year.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
5051

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

7 FINANCIAL PERFORMANCE (CONT'D)

7j INCOME TAX (CONT’D)

Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net

2025

$000

2024

$000

2025

$000

2024

$000

2025

$000

2024

$000

Property, plant and equipment 156 199 - - 156 199

Employee benefits 62 95 - - 62 95

Lease liabilities 66 57 (63)(56) 3 1

Provisions 267 107 - - 267 107

Net tax assets/(liabilities) $551 $458 $(63)$(56) $488 $402

Deferred tax assets at balance date relate to the Group’s Australian carpet sales operations where it is expected that there will be

taxable profits in future periods to allow for the utilisation of the deferred tax assets.

Deferred tax assets not recognised in respect of temporary differences and tax loss carry-forwards totalled $14,400,000 at balance

date (2024: $12,252,000), with the change relating to further unrecognised deferred tax assets (including timing differences and tax

loss carry-forwards) recorded.

While the Board has confidence in the prospects of the business as discussed at note 4 (Going concern) to the consolidated financial

statements, it has taken the same approach with respect to the recognition of deferred tax assets as it has with the reversal of the

FY20 impairment of assets as discussed at note 9a (Property, plant and equipment) to the consolidated financial statements and has

concluded that the progress with the execution of the Group’s strategy to focus on wool carpets does not warrant the re-recognition

of deferred tax assets.

Deferred tax assets have also not been recognised in respect of temporary differences and tax loss carry-forwards totalling

$24,150,000 (2024: $24,150,000) relating to an Australian subsidiary that currently does not have trading activity on the basis that it

is also not probable that future taxable profit will be available against which the Group can use the benefits therefrom, taking the

total deferred tax assets unrecognised to $38,550,000 (2024: $36,402,000).

Notwithstanding the derecognition of deferred tax assets for accounting purposes, these deferred tax assets remain available to the

Group for income tax purposes.

Movement in temporary differences during the year:

Balance

30 June 2024

$000

Recognised in Consolidated

Statement of Profit or Loss

$000

Balance

30 June 2025

$000

Property, plant and equipment 199 (43) 156

Employee benefits 95 (33) 62

Lease liabilities 1 2 3

Provisions 107 160 267

To t al $402 $86 $488

Balance

30 June 2023

$000

Recognised in Consolidated

Statement of Profit or Loss

$000

Balance

30 June 2024

$000

Property, plant and equipment 240 (41) 199

Employee benefits 105 (10) 95

Lease liabilities 1 - 1

Provisions 230 (123) 107

To t al $576 $(174) $402

7 FINANCIAL PERFORMANCE (CONT'D)

7j INCOME TAX (CONT’D)

Accounting policies

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the

extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in other

comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and

any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes and is measured at the tax rates that are expected

to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively

enacted by the reporting date.

Estimates, judgements and assumptions

Deferred tax assets are recognised for unused tax losses and deductible temporary differences to the extent that it is

probable that future taxable profits will be available against which they can be used. Future taxable profits are determined

based on business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each balance date and

adjusted to the extent that it is no longer probable that sufficient taxable profits will be available in the future to utilise the

deferred tax asset.

8 CAPITAL AND FUNDING

This section looks at the Group’s two key sources of funding, how it manages its funding and other related matters.

8a CAPITAL MANAGEMENT

The Group’s capital includes share capital, reserves and retained earnings.

The Group’s capital management policy is aimed at maintaining a strong capital base so as to maintain investor, creditor and market

confidence in the Group and to enable it to continue to fund the ongoing needs of the business and to sustain its

future development.

The impact of the level of capital on shareholders’ return is also recognised, as is the return to shareholders in the form of dividends

paid and growth in share price, and the Group works to maintain a balance between the higher returns that might be possible with

greater gearing and the advantages and security afforded by a sound capital base.

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

The allocation of capital between the Group’s specific business segment operations and activities is, to a large extent, driven by the

opportunities that exist within each of these segments and the optimisation of the return achieved on the capital allocated. The

process of allocating capital to specific business segment operations and activities is determined by the Chief Executive Officer in

consultation with the Board and is therefore undertaken independently of those responsible for the operation.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
5253

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

8 CAPITAL AND FUNDING (CONT'D)

8b SHARE CAPITAL, DIVIDENDS AND RESERVES

Share capital

2025 2024

Shares on issue

Balance at 1 July 70,069,426 70,069,426

Issued during the year 992,093 -

Buyback and cancellation during the year(500,000) -

Balance as at 30 June 70,561,519 7 0,0 6 9,4 2 6

The Company does not have a limited amount of authorised capital.

The Company issued, in accordance with the terms of the Bremworth 2022 Long-Term Incentive Scheme, 992,093 fully paid-up

ordinary shares (“Scheme Shares”) to Bremworth Share Scheme Limited (“Trustee”) during the year ended 30 June 2025, with these

shares to be held by the Trustee on behalf of the participating employees until the relevant vesting date pursuant to the issue of

FY25-27 performance rights (2024: Nil).

The Bremworth 2022 Long-Term Incentive Scheme is further discussed at note 12b (Share-based payment) to the consolidated

financial statements.

The Company cancelled 500,000 fully paid-up ordinary shares that were bought back from Mr Greg Smith - the former Chief

Executive Officer who resigned from the Company on 30 April 2025 - during the year ended 30 June 2025 (2024: Nil).

The buyback and cancellation of Mr Smith’s shares are further discussed at note 12e (Related parties) to the consolidated

financial statements.

All issued shares are fully paid up and have no par value.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and one vote per share at meetings of

the Company, except for the Scheme Shares issued to and held by the Trustee pursuant to the terms of the Bremworth 2022

Long-Term Incentive Scheme. All shares rank equally with regard to the Company’s residual assets.

Dividends

No dividends were paid during the year (2024: Nil).

The Board has not declared a final dividend in respect of the current year ended 30 June 2025 (2024: Nil).

Cash flow hedging reserve

The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks. In accordance with its treasury

policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not

qualify for hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to

initial recognition, derivative financial instruments are stated at fair value.

Where derivatives qualify for hedge accounting, changes in the fair value of the derivative hedging instrument designated as a cash

flow hedge are recognised in other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is

ineffective, changes in fair value are recognised in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge

accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income

remains there until the forecast transaction occurs at which time the gain or loss is transferred to profit or loss. When the hedge

item is a non-financial asset, the amount recognised in the cash flow hedging reserve is transferred to the carrying amount of the

asset when it is recognised. In other cases, the amount recognised in the cash flow hedging reserve is transferred to profit or loss in

the same year that the hedged item affects profit or loss.

The cash flow hedging reserve represents the effective portion of the cumulative net change in the fair value of cash flow hedging

instruments related to hedged transactions that have not yet occurred.

8 CAPITAL AND FUNDING (CONT'D)

8b SHARE CAPITAL, DIVIDENDS AND RESERVES (CONT’D)

Foreign currency translation reserve

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to

New Zealand dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to

New Zealand dollars at exchange rates at the dates of the transactions.

The foreign currency translation reserve comprises all exchange rate differences arising from the translation of the financial

statements of foreign operations and the translation of liabilities designated as hedges against the Company’s net investment in a

foreign operation.

There is no movement in the foreign currency translation reserve balance for the year ended 30 June 2025 (2024: Nil) as the reserve

relates to dormant foreign entities of the Group.

Share-based payment reserve

The share-based payment reserve is used to recognise the grant date assessed fair value of the performance rights issued to

executive employees under the Company’s long-term incentive scheme as further discussed at note 12b (Share-based payment) to

the consolidated financial statements.

The assessed fair value of the performance rights at grant date are recognised as an expense in profit or loss over the period from

grant date to condition date, adjusted to reflect only those rights where the service condition will be met, with corresponding

entries to the share-based payment reserve.

8c BANKING FACILITIES AND LOANS AND BORROWINGS

This note provides information about the contractual terms of the Group’s banking facilities. For more information about the Group’s

exposure to interest rate risks, see note 11 (Risks and financial instruments) to the consolidated financial statements.

The Group’s banking facilities (including Bank guarantees to third parties relating to lease and other commitments of the Group) are

provided by Bank of New Zealand and National Australia Bank Limited (together, “the Bank”).

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

The Group continues to maintain ongoing relationships with the Bank, with the view that committed credit lines could be reinstated

in the future to fund working capital requirements as the Group progresses through its transformation journey. As a consequence,

the Group has retained the security arrangements that were previously put in place to secure obligations for the payment and

repayment of moneys due, owing or payable by the Group to the Bank.

These security arrangements include the granting in favour of Bank of New Zealand, as security agent for the Bank, a first-ranking

composite general security deed and cross guarantee securing all obligations of the Group to the Bank by certain companies in the

Group. The property-owning companies in the Group have also continued to grant in favour of Bank of New Zealand first-ranking

mortgages in respect of land and buildings as security for all obligations of the Group to the Bank, including obligations for the

payment and repayment of moneys due, owing or payable by the Group to the Bank (see note 9a (Property, plant and equipment) to

the consolidated financial statements).

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
5455

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

9 ASSETS EMPLOYED

This section covers non-current assets, being property, plant and equipment and other assets that the Group employs in the

production and sale of carpet and rugs, and the acquisition and sale of wool fibre, to generate revenues and profits.

9a PROPERTY, PLANT AND EQUIPMENT

Land and

buildings

$000

Plant and

equipment

$000

Other

assets

$000

Under

construction

$000

To tal

$000

COST

Balance at 1 July 2024 6,828 36,064 13,767 1,724 58,383

Additions - - 430 4,911 5,341

Disposals - (5)(410) - (415)

Tr a n s f e r s 128 4,524 393 (5,0 4 5) -

Whanganui fire related write offs(600) - - - (600)

Whanganui fire related reinstatement 201 - - - 201

Balance at 30 June 2025 $6,557 $40,583 $14,180 $1,590 $62,910

Balance at 1 July 2023 6,560 35,342 12,103 844 54,849

Additions 27 9 5 4,106 4,147

Disposals - (65)(352)(107)(524)

Tr a n s f e r s 241 678 2,011 (2,930) -

Cyclone Gabrielle related derecognition - - - (297)(297)

Cyclone Gabrielle related impairment reversed - 100 - 108 208

Balance at 30 June 2024 $6,828 $36,064 $13,767 $1,724 $58,383

DEPRECIATION AND IMPAIRMENT LOSSES

Balance at 1 July 2024 1,074 33,856 10,212 - 4 5,142

Depreciation for the year 76 340 750 - 1,166

Disposals - - (357) - (357)

Balance at 30 June 2025 $1,150 $34,196 $10,605 - $45,951

Balance at 1 July 2023 1,000 3 3,6 8 4 10,017 - 44,701

Depreciation for the year 74 237 547 - 858

Disposals - (65)(352) - (417)

Balance at 30 June 2024 $1,074 $33,856 $10,212 - $45,142

CARRYING AMOUNTS

At 30 June 2025 $5,407 $6,387 $3,575 $1,590 $16,959

At 30 June 2024 $5,754 $2,208 $3,555 $1,724 $13,241

At 1 July 2023 $5,560 $1,658 $2,086 $844 $1 0,1 4 8

Other assets

Other assets comprise fixtures and fittings (including leasehold improvements and display stands), computer equipment, motor

vehicles and office equipment.

9 ASSETS EMPLOYED (CONT'D)

9a PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Impairment

The Group’s market capitalisation at balance date was below the carrying value of net assets. Even though market capitalisation

excludes any control premium and may not reflect the value of 100% of the Group’s net assets, it is still considered to be an indicator

of impairment.

As a consequence, the Group conducted a review of non-current non-financial assets, including fixed assets and right-of-use assets,

to assess whether there was any impairment at balance date. The recoverable amount of the asset is estimated in order to determine

the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the

Group estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs.

There are two cash-generating units which relate to reporting segments in these consolidated financial statements, Carpet

and Wool.

The operating profit before depreciation of the Wool acquisition CGU was $1,301,000 which was in line with budget and prior year.

Management determined that there were no impairment indicators for the Wool acquisition CGU and therefore no impairment

assessment is required.

The Carpet CGU had an operating loss before depreciation of $13,824,000 and an impairment assessment was therefore

performed. Management identified the following as separately identifiable assets for the purposes of measuring recoverable

amounts, using the fair value less cost of disposal (FVLCD) method:

—Napier land and buildings

—Whanganui land and buildings

—Right of use Assets – Auckland

Indicative market values were obtained for the Napier land and buildings, the Whanganui land and buildings and the Auckland lease,

with these market value assessments coming in above the net book value of these assets. As a consequence, no impairment was

required, except for the impairment loss on the Whanganui buildings of $600,000 as a consequence of the fire at the Whanganui

plant in May 2025. The fire at the Whanganui plant is discussed at Notes 2i (Fire at the Whanganui yarn spinning plant) and 6

(Impact of fire at the Whanganui yarn spinning plant) to the consolidated financial statements.

In relation to certain specialised plant and equipment where there was not a ready market for these assets, the value in use (VIU)

methodology was applied to assess recoverability of the remaining assets of the Carpet CGU. In assessing VIU, management

applied the following key assumptions underlying the cash flow projections used:

—recent sales volumes and trends assessed by the Board-appointed consultants in their assessment of value as part of the

Board-led strategic review into ownership structure;

—reintroduction of solution-dyed-nylon carpet production and sales as announced to the market in May 2025; and

—the anticipated benefits from initiatives to lower costs through the forecast period;

while also applying:

—an after tax WACC of 10.9%, calculated using the Brennan-Lally method, implying a pre-tax discount rate of 16.2%; and

—terminal growth rate of 2.5%.

The Board notes that the cash flow projections underlying the assessment of VIU are sensitive to changes in the sales volumes

assumed into those projections (both as to volume and timing) which may impact the conclusions reached.

Management also utilised the Scheme consideration as further discussed in note 3 (Events after balance date) to the consolidated

financial statements as evidence to support the carrying value of these specialised items of plant and equipment and the Group’s

assets as a whole.

In particular, management noted that the total consideration under the proposed Scheme comprises two components:

—Scheme consideration from Floorscape, being cash payment of $0.75 per share; and

—capital distribution of excess cash, coming in the form of a share buyback and fully imputed dividend, estimated in the range

of $0.30 to $0.40 per share;

with the total of $1.05 to $1.15 per share (which is the equivalent of FVLCD for the Group’s net assets) coming in at more than the

carrying value of net assets (including cash and bank) per share of $1.04.

The Group has therefore concluded that no further impairment of assets was required at balance date (2024: Nil).

The Group has also concluded that no reversal of the previous impairment of assets should be made at the present time (2024: Nil).

While the total Scheme consideration of $1.05 to $1.15 per share is more than the carrying value of net assets (including cash and

bank) per share of $1.04, the SIA is conditional and there is no certainty it will complete to implementation. At the same time, the

Group’s actual and forecast financial performance does not also justify a reversal.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
5657

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

9 ASSETS EMPLOYED (CONT'D)

9a PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Accounting policies

Recognition and measurement

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets

includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working

condition for its intended use, and the cost of dismantling and removing the items and restoring the site on which they are

located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of

that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

Under construction

Items being constructed for future use are held as part of property, plant and equipment under construction. The carrying

amounts of these represent the costs incurred at balance date and will be transferred to the appropriate classification of

property, plant and equipment on completion. Initial cost includes the purchase consideration and those costs directly

attributable in bringing the asset to the location and condition necessary for its intended use. These costs include site

preparation costs, installation costs, borrowing costs, unrecovered operating costs incurred during planned commissioning

and the costs of obtaining consents.

Costs cease to be capitalised when all the activities necessary to bring the asset to its location and condition for its intended

use are complete.

Depreciation

Depreciation is recognised in the Consolidated Statement of Profit or Loss over the estimated useful lives of each part of an

item of property, plant and equipment. Land is not depreciated.

The principal rates used for the current and comparative periods are as follows:

— buildings 1.0 - 2.5% straight line

— building fitouts 5.0 - 33.0% straight line

— plant and equipment 6.7 - 20.0% straight line

— other assets

– display stands 10.0% straight line

– computer equipment 20.0 - 25.0% straight line

– office equipment 10.0 - 20.0% straight line

– cars 20.0% straight line

– trucks and utilities 10.0% straight line

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

Impairment

The carrying amount of property, plant and equipment and other assets is tested for impairment whenever there are

indicators of impairment.

An impairment loss is recognised if the carrying amount of the cash-generating unit (being the smallest identifiable asset

group that generates cash flows that are largely independent from other assets and groups) to which the property, plant and

equipment and other assets is allocated exceeds its recoverable amount.

The recoverable amount of a cash-generating unit is the greater of its value in use and its fair value less costs to sell. In

assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the cash-generating unit.

9 ASSETS EMPLOYED (CONT'D)

9a PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Estimates, judgements and assumptions

NZ IAS 36 Impairment of Assets requires the Group to assess, at the end of each reporting period, whether there is any

indication that an asset may be impaired. If any such indication exists, the Group shall estimate the recoverable amount of

the asset. The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. The

Group is required to recognise an impairment loss to the extent to which the carrying amount of an asset exceeds its

recoverable amount.

For the purpose of assessing impairment, assets are grouped in the smallest identifiable group of assets that generates cash

inflows that are largely independent of the cash inflows from other assets or groups of assets (cash generating unit or CGU),

which as at 30 June 2025 were identified as being the Carpet and Wool CGUs.

9b CAPITAL COMMITMENTS

Capital expenditure contracted for, but not recognised as liabilities, at balance date is set out below.

2025

$000

2024

$000

Napier plant reinstatement 557 272

Other property, plant and equipment 303 445

$860 $717

10 WORKING CAPITAL

This section reviews the level of working capital the Group generates and utilises in its normal day-to-day operating activities. The

Group’s working capital includes current assets (cash and bank, trade receivables, other receivables and prepayments and

inventories) and current liabilities (trade payables and accruals and employee entitlements).

10a CASH AND BANK

Cash and bank at balance date comprise the following:

2025

$000

2024

$000

Cash and cash equivalents 15,245 26,645

Short term deposits 27,000 5,000

$42,245 $ 31,6 4 5

Accounting policies

Cash is cash on hand and demand deposits and includes bank overdrafts used for cash management purposes where formal

arrangements for set off has been agreed with the Bank. Under these set off arrangements, the Group is able to set off

overdrawn balances up to a maximum of $1,000,000 against credit balances in selected accounts as long as the net balance

of all these accounts (including overdrawn accounts) as a whole remain in credit. At balance date, there were no overdrawn

amounts subject to set off (2024: Nil). Cash equivalents are highly liquid investments that are readily convertible to known

amounts of cash (that is, there is insignificant risk of changes in value) with maturity no more than three months from

balance date. Short term deposits are investments with maturities greater than three months but no more than twelve

months from balance date.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
5859

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

10 WORKING CAPITAL (CONT'D)

10b TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS

2025

$000

2024

$000

Trade receivables due from external customers 10,055 8,339

Other receivables 175 1,602

Prepayments 820 720

$11,050 $10,6 61

The Group’s approach and policy with respect to, and quantitative disclosure of, credit risk are discussed in note 11 (Risks and

financial instruments) to the consolidated financial statements.

Impairment losses on trade receivables and other receivables are assessed collectively and on a portfolio basis based on the number

of days overdue using the expected loss model, taking into account the historical loss experienced in portfolios with a similar

number of days overdue as well as current conditions and forecast of future economic conditions.

Other receivables include $50,000 of insurance recovery income relating to the Whanganui fire recognised but not yet received at

balance date (2024: $1,485,000 relating to Cyclone Gabrielle). Refer to note 6d (Progress payments received) to the consolidated

financial statements for further information.

Accounting policies

Trade receivables and other receivables are recognised initially at transaction price and subsequently at amortised cost less

impairment losses.

10c INVENTORIES

Inventories, net of provision, are summarised in the table below:

2025

$000

2024

$000

Raw materials and consumables 10,708 6,618

Raw materials stock in transit 111 4,563

Work in progress 1,501 1,209

Finished goods 15,634 16,958

$27,954 $29,348

Carrying amount of inventories subject to retention of title clauses $291 $1,039

Inventory provision at 1 July 2,614 1,408

Change in provision during the year 2,624 1,206

Inventory provision at 30 June $5,238 $2,614

The approach to inventory provisioning in 2025 is substantially consistent with 2024, with the increase in provision attributed to the

deterioration in market conditions on the net realisable value of carpet inventories and the quality issues of yarns sourced from the

hybrid supply chain that was established following Cyclone Gabrielle.

Write downs or write offs of inventory produced during the year totalled $916,000 (2024: $817,000). A further $839,000 of

inventory was written off during the year as a consequence of the fire at the Whanganui yarn spinning plant in May 2025. Refer to

notes 2i (Fire at the Whanganui yarn spinning plant) and 6 (Impact of fire at the Whanganui yarn spinning plant) to the consolidated

financial statements for further information.

10 WORKING CAPITAL (CONT'D)

10c INVENTORIES (CONT’D)

Accounting policies

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out

principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and

condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production

overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and selling expenses.

Estimates, judgements and assumptions

Inventory provisions are recognised for oddments and obsolete, aged and discontinued , as well as defective, inventories to

arrive at their likely net realisable value.

Estimates and judgement are applied in identifying and categorising - to the extent applicable - obsolete, aged, discontinued

and defective inventories and determining the level of provisioning that is required – with a range of factors including

inventory rationalisation plans, consumer demand and trends, available distribution channels and historical sales and margin

data considered.

10d TRADE PAYABLES AND ACCRUALS

2025

$000

2024

$000

Trade payables 9,171 14,198

Accruals 878 2,152

$10,049 $16,350

Accounting policies

Trade payables are unsecured - except to the extent to which they have retention of titles clauses within their supply

arrangements with the Group - and are usually paid within the agreed payment terms.

The carrying amounts of trade payables are considered to be the same as their fair values, due to their short-term nature.

10e EMPLOYEE ENTITLEMENTS

2025

$000

2024

$000

Leave obligations 2,791 3,282

Bonus entitlement 188 43

Wages accruals 408 401

$3,387 $ 3,7 2 6

Leave obligations cover the Group’s liabilities in relation to employees’ accrued and entitled annual leave as well as their

unconditional entitlement to long service leave where they have completed the required period of service.

Accounting policies

Employee entitlements relating to wages and salaries as well as annual leave and other employment-related payments that

are expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees

render the related service are recognised in respect of employees’ services up to the end of the reporting period as liabilities

and are measured at the amounts expected to be paid when the liabilities are settled.

The entire amount of employee entitlements is presented as current as the Group does not have an unconditional right to

defer settlement for any of these obligations.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
6061

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

11 RISKS AND FINANCIAL INSTRUMENTS

This section identifies the risks faced by the Group, explains the impact of these risks on its financial position, performance and cash

flows, outlines the Group’s approach to financial risk management and highlights the financial instruments used to manage risks.

Exposure to credit, liquidity, foreign currency and interest rate risks arises in the normal course of the Group’s businesses.

The Group enters into derivative financial instruments in the ordinary course of business to manage foreign currency risks in

accordance with the treasury policy approved by the Board. Senior management operating under the Board-approved treasury

policy ensures that procedures for derivative instrument utilisation, control and valuation, risk analysis, counterparty credit

approval, and ongoing monitoring and reporting are adhered to.

The Group manages commodity price risks through negotiated supply contracts and forward physical contracts. However, because

these contracts are, generally, in respect of raw material and utility purchases for own use, they are not accounted for as

financial instruments.

Credit risk

Management has a credit policy in place under which each new customer is individually analysed for credit worthiness and assigned

a purchase limit before the standard payment and delivery terms and conditions are offered. Because of the Group’s customer base,

there is no need for the Group to rely on external ratings. In most cases, bankers’ references, trade credit insurance approvals and/

or credit references from other suppliers are considered adequate. Purchase limits are reviewed on a regular basis.

In order to determine which customers are classified as having payment difficulties, the Group applies a mix of duration and

frequency of default. The Group does not generally require collateral in respect of trade and other receivables.

The Group’s exposure to credit risk is mainly influenced by its customer base. As such, it is concentrated to the default risk of its

industry. However, geographically, there is no credit risk concentration, with the Group’s customers spread throughout

New Zealand, Australia and other overseas markets. Credit risk exposure with respect to trade receivables is limited by stringent

credit controls, by the utilisation of irrevocable letters of credit and trade credit insurances wherever required, and by the large

number of customers within the Group’s customer base.

The amount and timing of collection of trade receivables and estimate of expected credit losses under NZ IFRS 9 Financial

Instruments have been considered and included in the consolidated financial statements.

The Group does not invest in securities, but accepts that surplus cash and cash equivalents may arise from time to time during the

course of its management of cash. In these instances, it requires these surplus cash and cash equivalents to be deposited on call or

in short term deposits and only with counterparties approved by the Board as having the required credit ratings.

Foreign currency forward exchange contracts have been entered into with counterparties approved by the Board as having the

required credit ratings. The Group’s exposure to credit risk from these financial instruments is limited because it does not expect the

non-performances of the obligations contained therein due to the high credit ratings of the financial institutions concerned. The

Group does not require any collateral or security to support these financial instruments.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an

ongoing basis. In general, the Group generates sufficient cash flows from its operating activities to meet its obligations arising from

its financial liabilities.

The Group’s contractual cash flows and liquidity risk profile are set out in detail in the liquidity risk section of the quotative

disclosures in this note.

Foreign currency risk

The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which

sales, purchases, receivables and payables are denominated. All entities in the Group have New Zealand dollars ($) as their

functional currency.

The Group enters into foreign currency contracts within policy parameters to manage the risk associated with forecast sales and

purchases. The Group’s policy allows management to hedge up to 12 months forecast sales and purchases without prior approval of

the Board having first been obtained.

The Group applies a hedge ratio of 1:1. The method used to assess hedge effectiveness is Critical Match Terms whereby the hedging

instrument and the hedged item are matched to the key terms. In the hedge relationship, the main cause of ineffectiveness includes

a change in the critical terms, for example, the timing of the transaction.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

currency, amount and timing of the respective cash flows. The Group assesses whether the derivative designated in each hedging

relationship is expected to be, and has been, effective in offsetting changes in cash flows of the hedged item using the critical

matched terms method.

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES

Credit risk

The carrying amount of financial assets represents the Group’s maximum credit exposure.

The Group’s maximum exposure to credit risk for trade and other receivables by geographic regions is as follows:

2025

$000

2024

$000

New Zealand 6,282 6,369

Australia 3,659 3,224

Other regions 289 348

Trade and other receivables $10,230 $ 9,9 41

The status of trade and other receivables at the reporting date is as follows:

Current

0 – 30 days

past due

31 – 120 days

past due

More than 120

days past due To tal

2025

Expected loss rate0%7%9%25%

Gross carrying amount – trade and other receivables 9,152 430 510 288 10,380

Loss allowance - (31)(47)(72)(150)

2024

Expected loss rate0%0%0%15%

Gross carrying amount – trade and other receivables 7,923 1,231 596 225 9,975

Loss allowance - - - (34)(34)

In summary, trade and other receivables are determined to be impaired as follows:

2025

$000

2024

$000

Trade and other receivables - gross 10,380 9,975

Impairment provisions(150)(34)

Trade and other receivables - net $10,230 $ 9,9 41

Individually impaired trade receivables relate to a small number of customers where the amounts involved are immaterial. In the

case of insolvency, the Group generally writes off the receivable in full unless there is clear evidence that a receipt, whether directly

or by way of a claim under the Group’s trade credit insurance policy, is highly probable.

The Group adopts the expected loss model in assessing its trade and other receivables for impairment. In doing so, it determines

impairment on a forward-looking basis, taking into account not only past events and current conditions, but also forecast of future

economic conditions. Bad debts are written off when they are considered to have become uncollectable.

The details of movements in the impairment provision are as follows:

2025

$000

2024

$000

Balance at 1 July(34)(19)

Impaired trade receivables written off - 12

Changes in impairment provision(116)(27)

Balance at 30 June$(150)$(34)

Changes in the impairment provision are included in distribution expenses in the Consolidated Statement of Profit or Loss.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
6263

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES (CONT’D)

Liquidity risk

The following table sets out the contractual undiscounted cash flows for all material financial liabilities (including projected

interest costs).

Timing of contractual cash flows

Statement of

Consolidated

Financial

Position

$000

To tal

contractual

cash flows

$000

6 months or

less

$000

6-12 months

$000

1-2 years

$000

2-5 years

$000

Greater than 5

years

$000

2025

Trade payables 9,171 9,171 9,171 - - - -

Lease liabilities 16,708 22,610 1,120 1,149 2,275 6,641 11,425

Total non-derivative liabilities $25,879 $31,781 $10,291 $1,149 $2,275 $6,641 $11,425

Forward exchange contracts

Inflow(20,531)(15,284)(5,247) - - -

Outflow 20,090 14,971 5,119 - - -

(462)(441)(313)(128) - - -

Net derivative liabilities/(assets)$(462)

Disclosed in Consolidated

Statement of Financial Position

Current assets(516)

Current liabilities 54

Net derivative liabilities/(assets)$(462)

2024

Trade payables 14,198 14,198 14,198 - - - -

Lease liabilities 17,925 22,393 1,108 1,121 2,218 6,520 11,426

Total non-derivative liabilities $32,123 $36,591 $15,306 $1,121 $2,218 $6,520 $11,426

Forward exchange contracts

Inflow( 3 7, 5 8 3 )(23,82 0)(11,55 4)(2,20 9) - -

Outflow 36,926 23,258 11,481 2,187 - -

(491)(657)(562)(73)(22) - -

Net derivative liabilities/(assets)$(491)

Disclosed in Consolidated

Statement of Financial Position

Current assets(508)

Current liabilities 17

Net derivative liabilities/(assets)$(491)

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES (CONT’D)

Foreign currency risk

The Group’s exposure to foreign currency risk can be summarised as follows:

NZD equivalent of these foreign currencies:

AUD

$000

USD

$000

EUR

$000

Others

$000

2025

Trade receivables 3,659 - - -

Trade payables(472)(502)(51)(27)

Net Consolidated Statement of Financial Position exposure before

hedging activity 3,187 (502)(51)(27)

Estimated forecast sales or purchases for which hedging is in place 14,791 (2,075) - -

Net cash flow exposure before hedging activity 17,978 (2,57 7)(51)(27)

Forward exchange contracts

Notional amounts( 1 7, 9 7 8 ) 2,577 - -

Net unhedged exposure - - $(51)$(27)

Restated

2024

Trade receivables 3,224 120 - -

Trade payables(565)(1,4 8 4)(2,875) -

Net Consolidated Statement of Financial Position exposure before

hedging activity 2,659 (1,36 4)(2,875) -

Estimated forecast sales or purchases for which hedging is in place 27,032 (2,34 4)(1,202) -

Net cash flow exposure before hedging activity 29,691 ( 3,7 0 8)(4,07 7) -

Forward exchange contracts

Notional amounts( 2 9,6 91 ) 3,708 4,077 -

Net unhedged exposure - - - -

The table above which sets out the Company’s foreign currency risks as at 30 June 2024 has been restated to correct for a number

of errors in the previous year, while also noting that there was no impact on the net unhedged exposure for the various currencies.

Sensitivity analysis

In managing interest rate and currency risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s

earnings. Over the longer-term, however, changes in foreign exchange and interest rates will have an impact on profit.

For foreign exchange contracts that continue to meet the hedge accounting criteria at the balance sheet date to hedge foreign

exchange exposures, it is estimated that a general change in the value of the New Zealand dollar against other foreign currencies as

set out below would have no impact on the Group’s profit or loss before income tax for the years ended 30 June 2025 and 2024. The

impact on equity, net of tax, for these foreign exchange contracts, is disclosed in the table below:

StrengthenWeakenStrengthenWeaken

P&LEquity, net of tax

$000 $000 $000 $000

30 June 2025

NZD/AUD (+/- 5%) - - 704 (707)

NZD/EUR (+/- 5%) - - - -

NZD/USD (+/- 5%) - - (110) 100

30 June 2024

NZD/AUD (+/- 5%) - - 1,810 (1,136)

NZD/EUR (+/- 5%) - - (171) 241

NZD/USD (+/- 5%) - - (119) 258

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
6465

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES (CONT’D)

There were no foreign exchange contracts that do not meet the hedge accounting criteria at the balance sheet date.

The impact of a change in interest rates by one percentage point on the Group’s profit or loss and OCI is set out as follows:

Increase

1% point

Decrease

(1% point)

Increase

1% point

Decrease

(1% point)

P&L Equity, net of tax

$000 $000 $000 $000

Interest rate impact - Net 2025 $417 $(417) - -

Interest rate impact - Net 2024 $299 $(299) - -

HEDGING

Forecast transactions

The Group classifies the forward exchange contracts taken out to hedge forecast transactions as cash flow hedges.

The following relates to items designated as hedging instruments:

Notional amount

Carrying amount

Line item in

Consolidated

Statement

of Financial

Position

Changes in

the value of

the hedging

instrument

recognised in

OCI during the

year

Hedge

ineffectiveness

recognised in

profit or loss

Balance in

CFHR

Average rate of

hedging Assets Liabilities

$000 $000 $000 $000 $000 $000

2025

Foreign currency risk

Forward exchange

contracts – sales

and receivables

and purchases and

payables

1, 2

NZD20,555 516 (54) Derivative

financial

instruments

- assets and

liabilities

(343) - 349 AUD 0.9039

USD 0.6015

1

100% of notional amount expiring within 12 months of balance date

2

Hedge ratio 1:1

Notional amount

Carrying amount

Line item in

Consolidated

Statement

of Financial

Position

Changes in

the value of

the hedging

instrument

recognised in

OCI during the

year

Hedge

ineffectiveness

recognised in

profit or loss

Balance in

CFHR

Average rate of

hedging Assets Liabilities

$000 $000 $000 $000 $000 $000 Restated

2024

Foreign currency risk

Forward exchange

contracts – sales

and receivables

and purchases and

payables

1, 2

NZD 3 7, 4 76 508 (17) Derivative

financial

instruments

- assets and

liabilities

(607) - 378 AUD 0.8976

USD 0.6190

EUR 0.5703

1

90% of notional amount expiring within 12 months of balance date and 10% expiring between 12 and 24 months of balance date

2

Hedge ratio 1:1

The table above which sets out the Company’s forecast transactions as at 30 June 2024 has been restated to express the notional

amount in New Zealand dollars, while also showing the average rates of hedging for the various currencies.

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

CLASSIFICATION AND FAIR VALUES

The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the

fair value hierarchy.

Hedging

instruments

$000

Amortised

cost

$000

Total carrying

amount

$000

Fair value

hierarchy

Level 2

$000

2025

Assets

Derivative financial instruments 516 - 516 516

Cash and bank - 42,245 42,245

Trade and other receivables - 10,230 10,230

Total assets $516 $52,475 $52,991

Liabilities

Lease liabilities - 15,168 15,168

Employee benefits - 371 371

Total non-current liabilities - 15,539 15,539

Derivative financial instruments 54 - 54 54

Trade payables and accruals - 10,049 10,049

Customer deposits - 151 151

Employee benefits and entitlements - 3,461 3,461

Lease liabilities - 1,540 1,540

Total current liabilities 54 15,201 15,255

Total liabilities $54 $30,740 $30,794

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
6667

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

CLASSIFICATION AND FAIR VALUES (CONT’D)

Hedging

instruments

$000

Amortised cost

$000

Total carrying

amount

$000

Fair value

hierarchy

Level 2

$000

2024

Assets

Derivative financial instruments 508 - 508 508

Cash and bank - 31,645 31,645

Trade and other receivables - 9,941 9,941

Advances to employees - 181 181

Total assets $508 $41,767 $42,275

Liabilities

Lease liabilities - 16,508 16,508

Employee benefits - 488 488

Total non-current liabilities - 16,996 16,996

Derivative financial instruments 17 - 17 17

Trade payables and accruals - 16,350 16,350

Customer deposits - 139 139

Employee benefits and entitlements - 3,772 3,772

Lease liabilities - 1,417 1,417

Total current liabilities 17 21,678 21,695

Total liabilities $17 $38,674 $38,691

There were no financial assets or liabilities with fair values classified as Level 1 or Level 3 in the fair value hierarchy.

Accounting policies

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial

assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group

transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of

ownership of the financial assets are transferred. Financial liabilities are derecognised if the Group’s obligations specified in

the contract expire or are discharged or cancelled.

Derivatives, being forward exchange contracts, have been measured at fair value using relevant valuation techniques which

include net present value and discounted cash flow models and comparison with similar instruments for which observable

market prices exist. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates,

credit spreads and other information used in estimating discount rates and foreign currency exchange rates.

Non-derivative financial instruments comprise trade and other receivables, cash and bank and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value, inclusive of transaction costs, and are subsequently

measured at amortised cost using the effective interest rate method less any impairment losses.

11 RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

DETERMINATION OF FAIR VALUES

The fair value of an asset or a liability is measured on a recurring basis. When measuring the fair value of an asset or a liability, the

Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based

on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that

is, as prices) or indirectly (that is, derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy,

then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input

that is significant to the entire measurement.

There were no transfers between levels of the fair value hierarchy during the year.

MASTER NETTING OR SIMILAR AGREEMENTS

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting

agreements. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all

transactions outstanding are aggregated into a single net amount that is payable by one party to the other. In certain circumstances

– for example, when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the

termination value is assessed and only a single net amount is payable in settlement of all transactions.

The ISDA agreements do not meet the criteria for offsetting in the Consolidated Statement of Financial Position. This is because the

Group does not have any currently legally enforceable right to offset recognised amounts, because the right to offset is enforceable

only on the occurrences of future events such as a default on the bank loans or other credit events.

The following table sets out the carrying amounts of recognised derivatives that are subject to master netting agreements:

20252024

Derivative assets

$000

Derivative liabilities

$000

Derivative assets

$000

Derivative liabilities

$000

Gross amounts in the Consolidated

Statement of Financial Position 516 (54) 508 (17)

Amounts offset - - - -

Net amounts in the Consolidated

Statement of Financial Position 516 (54) 508 (17)

Related amounts that are not offset

based on ISDA(54) 54 (17) 17

Net amounts $462 - $491 -

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
6869

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

12 OTHERS

This section includes the remaining information relating to the consolidated financial statements which is required to be disclosed to

comply with financial reporting standards.

12a LEASES

This note provides information for leases where the Group is a lessee.

AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

2025

$000

2024

$000

Right-of-use assets

Buildings 7,353 8,220

Plant and equipment 131 225

Motor vehicles 431 359

$7,915 $8,804

Lease liabilities

Non-current 15,168 16,508

Current 1,540 1,417

$16,708 $ 1 7, 9 2 5

Additions to right-of-use assets during the year were $243,000 (2024: $1,243,000).

There was no impairment of right-of-use assets during the year (2024: Nil).

There was also no reversal of prior year impairment of right-of-use assets during the year (2024: Nil).

AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS

2025

$000

2024

$000

Depreciation charge in respect of right-of-use assets

Buildings 864 838

Plant and equipment 94 133

Motor vehicles 171 86

$1,129 $1,057

Interest expense (included in finance costs) $825 $822

Expense relating to short-term leases (included in cost of goods sold and

administration expenses) $353 $921

Expense relating to leases of low-value assets that are not disclosed above as short-

term leases (included in administrative expenses) $4 $43

AMOUNTS RECOGNISED IN THE STATEMENT OF CASH FLOWS

Total cash outflow for leases $2,282 $ 2,1 8 0

12 OTHERS (CONT'D)

12a LEASES (CONT’D)

Accounting policies

The Group leases buildings, forklifts and motor vehicles, with contracts typically entered into for fixed periods ranging from

between three to four years for motor vehicles, five to six years for fork hoists and up to sixteen years for buildings, but may

have extension options as further discussed below.

Contracts may contain both lease and non-lease components. The Group has elected, for leases of motor vehicles, to not

separate lease and non-lease components and instead account for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease

agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.

Leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

—fixed payments; and

—variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the

commencement date.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined,

which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the

individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset

in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

—where possible, uses recent third-party financing secured by the individual lessee as a starting point, adjusted to

reflect changes in financing conditions since third party financing was secured;

—uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by lessees

within the Group which does not have recent third-party financing; and

—makes adjustments, where necessary, specific to the lease taking into account country, currency and security.

If a readily observable amortising loan rate is available to the individual lessee (through recent financing or market data)

which has a similar payment profile to the lease, then the group entities use that rate as a starting point to determine the

incremental borrowing rate.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease

period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

—the amount of the initial measurement of lease liability; and

—make good costs.

Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases of plant and equipment and motor vehicles and all leases of low-value assets are

recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months

or less without a purchase option. Low-value assets comprise IT equipment and small items of office furniture.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
7071

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

12 OTHERS (CONT'D)

EXTENSION OPTIONS

Extension options are generally incorporated into contracts for leases of buildings, with these options used to maximise operational

flexibility with respect to the management of the buildings used in the Group’s operations. Where extension options are held, they

are exercisable only by the Group and not by the respective lessor. Extension options are generally not included in contracts for

leases of plant and equipment and motor vehicles because of the Group’s ability to replace these assets without significant cost,

delay or disruption to the business.

Estimates, judgements and assumptions

In determining the lease term, management considers all facts and circumstances that create an economic incentive to

exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be

extended, with the Group reasonably certain to extend:

—if there are significant costs to not extend; and

—if leasehold improvements are expected to have a significant remaining value.

Otherwise, the Group considers other factors including the lease durations already provided for in the contract, the Group’s

future strategic or business direction and the costs and disruptions to the business as a consequence of any decision to not

exercise an extension option.

As at balance date, potential future cash outflows of $17,666,000 (undiscounted) in respect of leases of buildings have not

been included in the determination of lease liability because it is not reasonably certain that these leases will be extended

(2024: $17,666,000).

The lease term is reassessed if an extension option is actually exercised. The assessment of reasonable certainty is only

revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is

within the control of the lessee. The Group did not revise its assessment of reasonable certainty with respect to extension

options during the year (2024: Nil).

12b SHARE-BASED PAYMENT

The Company operates four share-based payment plans/schemes, with these plans/schemes designed to incentivise selected

employees by providing them with opportunities to be issued equity interests in the Company.

The Company has determined the performance rights, the shares and the options issued under these plans/schemes to be equity-

settled share-based payment arrangements pursuant to NZ IFRS 2 Share-based Payment.

The Company issued 1,176,989 FY25-27 performance rights under the Bremworth 2022 Long-Term Incentive Scheme (2022 LTI

Scheme) during the year ended 30 June 2025 (2024: Nil).

The Company also issued, in accordance with the terms of the 2022 LTI Scheme, 992,093 fully paid-up ordinary shares (“Scheme

Shares”) to Bremworth Share Scheme Limited (“Trustee”) during the year ended 30 June 2025, with these shares to be held by the

Trustee on behalf of the participating employees until the relevant vesting date pursuant to the issue of FY25-27 performance rights

(2024: Nil).

In determining the number of Scheme Shares to be issued to the Trustee, it was noted that 184,896 Scheme Shares that were issued

to the Trustee under the FY23-25 issue of performance rights in October 2022 had not vested so were available for use under the

FY25-27 issue of performance rights.

There were no other issue of performance rights, shares or options under the Bremworth 2020 Long-Term Incentive Scheme, the

Bremworth Equity Ownership Plan or the Bremworth Share Option Scheme during the year (2024: Nil).

1,472,154 performance rights under the 2022 LTI Scheme lapsed during the year (2024: 184,896 performance rights under the 2022

LTI Scheme). The Company advised, as part of its entry into the SIA as further discussed in note 3 (Events after balance date) to the

consolidated financial statements, that it would be buying back and cancelling the 1,472,154 shares (relating to the 1,472,154

performance rights that have lapsed) and are therefore no longer required.

The following is a summary of the outstanding performance rights or options under the various plans/schemes as at balance date:

2025 2024

Outstanding options under the Bremworth Share Option Scheme 1,000,000 1,000,000

Outstanding performance rights under the 2022 LTI Scheme 410,267 70 5,4 3 5

12 OTHERS (CONT'D)

12b SHARE-BASED PAYMENT (CONT’D)

Maximum number of shares that could be issued under current share-based payment arrangements (excluding

those already issued under the 2022 LTI Scheme)


2025 2024

Outstanding options under the Bremworth Share Option Scheme 1,000,000 1,000,000

Pursuant to the terms of the SIA, an agreed number of shares will be issued in relation to the outstanding options should the

proposed Scheme proceed to implementation, while the 410,267 shares relating to the outstanding performance rights will remain

unvested and will continue to be held on trust by the Trustee in accordance with the terms of the 2022 LTI Scheme.

Impact of share-based payment arrangements on the consolidated financial statements

$122,000, being the proportion of fair value of the options under the Bremworth Option Scheme and the fair value of the

performance rights under the 2022 LTI Scheme relating to the year ended 30 June 2025, were recognised in administration

expenses in the Consolidated Statement of Profit or Loss for the period, with a corresponding credit totalling $122,000 to the

share-based payment reserve within equity (2024: $117,000).

Accounting policies

The assessed fair value of the performance rights and options at grant date are recognised as an expense in profit or loss

over the period from date on which the participant started rendering service or the grant date (whichever is the earlier),

adjusted to reflect only those rights and options where the service condition will be met, with corresponding entries to the

share-based payment reserve within equity.

12c PROVISIONS

Accounting policies

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. Provisions

are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of

the time value of money and the risks specific to the liability.

Onerous

contracts

$000

Warranties

$000

Claims

$000

Other

$000

To tal

$000

Balance at 1 July 2024 - 1,315 151 40 1,506

Provided during the year 896 1,512 - - 2,4 08

Utilised during the year - (872)(151) - (1,023)

Released to profit or loss during the year - - - - -

Balance at 30 June 2025 $896 $1,955 - $40 $2,891

Non-current 486 1,243 - 40 1,76 9

Current 410 712 - - 1,122

Balance at 30 June 2025 $896 $1,955 - $40 $2,891

Balance at 1 July 2023 - 1,306 190 139 1,635

Provided during the year - 513 75 10 598

Utilised during the year - (504)(114)(40)(658)

Released to profit or loss during the year - - - (69)(69)

Balance at 30 June 2024 - $1,315 $151 $40 $1,506

Non-current - 772 - 40 812

Current - 543 151 - 694

Balance at 30 June 2024 - $1,315 $151 $40 $1,5 0 6

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
7273

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

12 OTHERS (CONT'D)

12c PROVISIONS (CONT’D)

Onerous contract

The provision for onerous contract relates to a contract for the supply of product that was entered into during the year ended

30 June 2025.

Management has concluded, following an in-depth review of the pricing structure and the other terms of the contract, that the

contract is onerous, as the unavoidable costs to fulfil it are greater than the expected economic benefits to be received.

In arriving at the provision, management assessed the shortfall between the contracted price and the cost of internal manufacturing

and/or external sourcing, and supplying, these products (that is, inclusive of the other costs necessarily incurred as part of the

Company’s obligations under the contract, including distribution). This is then applied to the estimated volume that is expected to

be supplied over the three year term of the contract, with this estimated volume based on information currently available (being

indicative volumes signaled by the counterparty during the tender process and volumes supplied subsequent to balance date) and

may therefore change. If estimated volume were to change by 50% from the volume estimated, that would have the impact of

changing the provision by $453,000.

Management also considered the estimated costs to exit the contract relative to the costs to fulfil it in assessing the provision and

has determined that the costs to exit it would outweigh the costs to fulfil it.

The provision has been recognised at the present value of the future net cash outflows relating to the fulfilment of the contract, with

a corresponding expense to the Consolidated Statement of Profit or Loss.

Estimates, judgements and assumptions

Provision for onerous contract requires judgement to be applied by considering a range of factors including the quantity of

product that is expected to be supplied over the duration of the contract and the cost of internal manufacturing and/or

external sourcing, and supplying, these products.

Warranties

The provision for warranties for carpet sold is based on estimates made from historical warranty data associated with similar

products sold by the Group.

The Group has no history of material warranty claims in respect of non-carpet products sold. As a consequence, no provision for

warranties is required in respect of these other products.

Warranties relating to the sale of carpet are standard warranties. The Group does not offer extended warranties that would be

subject to a separate performance obligation.

Estimates, judgements and assumptions

Provision for warranties requires judgement to be applied by considering a range of factors including the nature and extent

of historical claims data associated with similar products sold by the Group, the terms of the warranties built into supply

contracts, consumer protection laws in key markets and the corrective actions being taken to address quality issues

at production.

12d CONTINGENT LIABILITIES

The Group has granted indemnities in favour of Bank of New Zealand and National Australia Bank Limited (together, “the Bank”) at

balance date in respect of Bank guarantees relating to leases and other commitments totalling $2,193,000 (2024: $2,068,000).

Some subsidiaries in the Group are parties to a cross guarantee in favour of the Bank securing each other’s obligations, with the

property-owning companies in the Group also granting in favour of the Bank first-ranking mortgages in respect of land and buildings

as security for all obligations if the Group to the Bank.

The Group’s indebtedness under the cross guarantee at balance date amounted to nil (2024: Nil).

12 OTHERS (CONT'D)

12e RELATED PARTIES

TRANSACTIONS WITH DIRECTORS AND KEY MANAGEMENT PERSONNEL

For the purposes of this note, key management personnel are those persons having authority and responsibility for planning,

directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of

that entit y.

Former Chief Executive Officer as shareholder and borrower

Mr Greg Smith, the former Chief Executive Officer who resigned from the Company on 30 April 2025, was a shareholder in the

Company by virtue of the 500,000 fully paid-up ordinary shares issued to, and held by him, pursuant to the Bremworth Equity Plan.

An interest-free, full-recourse, loan of $208,050 was provided to Mr Smith on 10 September 2021 pursuant to the terms of the

Bremworth Equity Plan (“Acquisition Loan”), with the proceeds of the Acquisition Loan applied towards the amount payable for the

500,000 fully paid-up ordinary shares issued to him under the Bremworth Equity Plan.

The Board and Mr Smith discussed how the Acquisition Loan should be satisfied at the time of the announcement of his resignation

from the Company and agreed that Bremworth would offer to buy back his shares at a price of NZ$0.65 per share, being the NZX

closing price for ordinary shares in Bremworth as at 2 April 2025 when the Board and Mr Smith began preliminary discussions on the

matter of his resignation.

It was also agreed that the total consideration payable by the Company to buy back Mr Smith’s shares of $325,000 would first be

applied to satisfy the Acquisition Loan, with the balance payable to Mr Smith in cash proceeds.

The share buyback in connection with the repayment of the Acquisition Loan, which was completed on 23 May 2025, allowed for a

clean exit by Mr Smith from the Company while also allowing the Company to cancel the shares bought back.

Former Chief Executive Officer as a holder of share options

Mr Smith who was issued with 1,000,000 options under the Bremworth Share Option Scheme when he joined the Company in 2021

continues to hold those options pursuant to the terms of the Brermworth Share Option Scheme.

Directors and other key management personnel as shareholders

Dianne Williams, who resigned as a Director of the Company on 18 March 2025, is a shareholder in the Company.

No other Director is a shareholder in the Company.

Directors and other key management personnel as lenders or borrowers

No loans have been provided to the Directors and key management personnel.

Directors and key management personnel as providers of services

Paul Izzard Design Limited, a company owned and directed by Paul Izzard, who resigned as a Director of the Company on

18 March 2025, provided the Group with various design services, including those relating to the Bremworth brand experience store

and the outlet store, during the year.

The fees charged by Paul Izzard Design Limited for the professional services rendered totalled $41,000 (2024: $39,000), with these

services approved by the Board.

Directors’ remuneration and benefits

The fees paid to the Directors for services in their capacity as Directors totalled $405,523 during the year (2024: $387,135).

No other services were provided by the Directors during the year (2024: Nil).

The scale of fees payable to the Directors was last reviewed and approved by the Board in January 2019, with the current scale of

fees applying with effect from 1 January 2019 set out below:

Directors’ feesPer annumExplanatory notes

Non-executive Chairman of the Board$128,100Inclusive of time spent on Board committees

Non-executive Directors$61,000Inclusive of time spent on Board committees

Chairman of the Audit Committee$10,000In recognition of additional time and responsibilities as

Chairman of the Audit Committee

Chairman of the People and

Performance Committee

$5,000In recognition of additional time and responsibilities as

Chairman of the People and Performance Committee

(previously the Remuneration and Nomination Committees)

The Directors do not receive any other benefits (cash or non-cash) in their role as directors and are not entitled to retiring

allowances on cessation of office.

BREMWORTH ANNUAL REPORT 2025CONSOLIDATED FINANCIAL STATEMENTS
7475

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

For the year ended 30 June 2025

12 OTHERS (CONT'D)

12e RELATED PARTIES (CONT’D)

Key management personnel’s (including the Chief Executive Officer’s) remuneration and benefits

In addition to salaries and performance-based payments, the Group also provides non-cash benefits to the Chief Executive Officer

of the Company and key management personnel of the Group.

These non-cash benefits may include the provision of motor vehicles, income protection insurances, life insurances and medical

insurances. In assessing the value of the non-cash benefit provided to the Chief Executive Officer and key management personnel,

the Group has used the value of the benefit that is used for calculating fringe benefit tax grossed up for the fringe benefit tax that is

paid or payable.

The remuneration paid and payable, and the benefits provided, to the Chief Executive Officer and key management personnel (but

excluding the Directors’ remuneration and benefits) comprised:

2025

$000

2024

$000

Salaries, bonuses and leave entitlements 3,260 3,312

Share-based payments 130 117

Employee benefits 316 312

Termination payments 1,392 569

$5,098 $4,310

The Chief Executive Officer and key management personnel are not entitled to any post-employment benefits under their contracts

of employment.

Other transactions

The Group deals with many entities and organisations in the normal course of business. The Group is not aware of any of the

Directors, the Chief Executive Officer or key management personnel, or their related parties, holding positions in any of these

entities or organisations that result in them having control or significant influence over the financial or operating policies of these

entities or organisations (other than as disclosed above).

The Group does not transact with the Directors, the Chief Executive Officer or key management personnel, and their related

parties, other than in their capacity as directors and employees, except that they may purchase carpets and rugs from the Group for

their own domestic use. These purchases are on the same terms and conditions as those applying to all employees of the Group and

are immaterial and personal in nature.

12f OPERATING SUBSIDIARIES OF THE GROUP

Principal activity

Country of

incorporation

Interest (%)

2025 2024

Bremworth Carpets and Rugs

Limited

Carpet sales and

manufacturing

New Zealand 100 100

Bremworth Pty LimitedCarpet salesAustralia 100 100

Cavalier Bremworth

(Australia) Limited

Carpet distributionNew Zealand 100 100

Bremworth Spinners LimitedCarpet yarn salesNew Zealand 100 100

Elco Direct LimitedWool acquisitionNew Zealand 100 100

12 OTHERS (CONT'D)

12g RISK MANAGEMENT, INCLUDING CLIMATE-RELATED RISKS

Bremworth is committed to the effective management of risks, which is fundamental to the Company’s growth and profitability

targets and outcomes.

Key risks include financial risks, health and safety risks, climate-related risks, cyber risks and business and other operational risks.

Discussion of the Company’s risk management framework and its approach to risks is included in its Annual Report for the year

ended 30 June 2025.

The Group has, as part of its management of risks, put in place a comprehensive insurance programme to protect it against losses

arising from unforeseen events to the extent possible or practicable.

In relation to insurance against climate-related risks, the cover for assets (including the reinstated assets at the Napier yarn spinning

plant) against loss or damage and for business interruption as a consequence of floods is limited to $50.0 million following the

devastating impact of Cyclone Gabrielle.

The Group will continue to work with its insurance brokers to better understand what would be required for its insurers to reinstate

full cover against floods for the Group over time, while continuing to build resilience into its Napier plant reinstatement programme

to minimise the potential impact of another similar event.

Bremworth is also working with the Awatoto Industrial Action Group to develop a flood mitigation solution in conjunction with the

Hawke’s Bay Regional Council and the Napier City Council to prevent a repeat of the impact to the business community in that

location following Cyclone Gabrielle, with this initiative having local, regional and national government support.

Financial implications of climate-related risks

Based on the Group’s assessment, there is nothing to indicate that climate-related risks have had any impact on the carrying value of

its non-financial assets as at 30 June 2025, with the Board continuing to closely monitor developments in this area and, in particular,

the scope of future insurances against flooding and the mitigation of a similar event on the business.

12h STANDARDS, INTERPRETATIONS AND AMENDMENTS TO STANDARDS

In May 2024, the External Reporting Board introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ IFRS 18)

(effective for annual reporting periods beginning on or after 1 January 2027). This standard replaces NZ IAS 1 Presentation of

Financial Statements and primarily introduces a defined structure for the statement of comprehensive income, disclosure of

management-defined performance measures (a subset of non-GAAP measures) in a single note, together with reconciliation

requirements. The Group has not early adopted this standard and is yet to assess its impacts.

GOVERNANCE AND
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2025

7677

BREMWORTH ANNUAL REPORT 2025

79
CORPORATE GOVERNANCE STATEMENT

Year ended 30 June 2025

CONTENTS

79 Corporate Governance Statement

97 Disclosures under the Companies Act 1993

103 Disclosures under the NZX Listing Rules

104 Disclosures under the Financial Markets Conduct Act 2013

104 Shareholder Information

105 Trend Statement

109 Disclosure of Non-GAAP Financial Information

112 Corporate Directory

Bremworth’s Board of Directors (“the Board”) is responsible for and committed to maintaining the highest standards of corporate

behaviour and responsibility and has adopted governance principles reflecting this.

The Board seeks to follow best practice recommendations for listed companies to the extent that is appropriate for the nature and

complexity of Bremworth’s operations.

The Board considers that the Company’s corporate governance framework materially complies with the NZX Corporate

Governance Code.

Bremworth’s Code of Conduct and Ethics and other key policies and charters relating to corporate governance can be found on the

Company’s website www.bremworth.co.nz/corporate-governance

A summary of Bremworth’s governance actions and performance against each of the principles in the NZX Corporate Governance Code

and its compliance with the recommendations relating to each of these principles are set out on pages 79 to 96.

PRINCIPLE 1  CODE OF ETHICAL BEHAVIOUR

Bremworth expects its Directors, officers, employees and contractors to act legally, ethically and with integrity in a manner

consistent with the Company’s Code of Conduct and Ethics.

The Code of Conduct and Ethics sets out the standard of conduct expected of Directors, officers, employees and contractors and

the Company’s approach to stakeholders. It is supported by other policies and procedures including those that address continuous

disclosures, confidentiality of information, conflicts of interest, reporting of concerns and share trading.

Whistleblowing

Bremworth has established internal procedures to monitor compliance with, and measures for dealing with breaches of, the Code of

Conduct and Ethics. Bremworth encourages employees to speak out if they have concerns. The avenues for doing so are detailed in

the Company’s Code of Conduct and Ethics which supports the reporting and investigation of breaches of the Code of Conduct and

Ethics and serious wrongdoing in or by Bremworth.

Conflicts of interest

The Board is conscious of its obligation to ensure that Directors, officers and employees avoid conflicts of interest between their

duty to Bremworth and their own interests. Guidance is provided in the Company’s Constitution, Board Charter and the Code of

Conduct and Ethics.

The Board reviews at every meeting the interests register in which relevant transactions and matters involving the Directors are

recorded. It is expected that Directors are sensitive to actual and perceived conflicts of interest that may occur and have constant

consideration of this issue.

Bremworth does not donate to political parties.

The Directors’ interest disclosures can be found on pages 97 to 99.

78

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURESBREMWORTH ANNUAL REPORT 2025

8081
PRINCIPLE 1  CODE OF ETHICAL BEHAVIOUR (CONT'D)

Share trading policy

Bremworth has a Share Trading Policy which, along with the Financial Markets Conduct Act 2013, imposes limitations and

requirements on Directors, officers and employees in dealing in the Company’s shares. Directors, officers and employees who are

likely to have knowledge of, or access to, material information can only buy or sell Bremworth shares during permitted periods and

with the written consent of the Board. They must not use their position of confidential knowledge of the Company or its business to

engage in share trading for personal benefit or to provide benefit to any third party.

Trading in Bremworth shares while in possession of material information is strictly prohibited.

A regular review of the share register is conducted to ensure compliance with the Share Trading Policy.

Confidential third-party agencies for whistleblowing and training on Code of Conduct and Ethics

While Bremworth does not currently provide access to confidential third-party agencies for whistleblowing purposes or regular

training on its Code of Conduct and Ethics to its employees, these matters are under consideration. In relation to its Code of

Conduct and Ethics, Bremworth sets the ‘tone from the top’ through ‘leadership by example’.

PRINCIPLE 2  BOARD COMPOSITION AND PERFORMANCE

The Board’s role is to add long-term shareholder value, while acting in a manner that the Directors believe is in the best interests of

the Company and having regard to the interests of its employees and other stakeholders. The role and responsibilities of the Board

are detailed in the Board Charter, which is reviewed as and when required, with a copy available on the Company’s website.

Delegation

The Board delegates the day-to-day management of the Company to the Chief Executive Officer (“the CEO”). The CEO in turn

delegates authority to senior management. These authorisation levels are set out in the Delegated Authority Policy.

Board composition

The Board comprises Directors who, collectively, have the balance of independence, skills, knowledge, experience and perspectives

to meet and discharge the Board’s responsibilities. Core competences and skills include health and safety, sustainability and

environment, operations and asset optimisation, financial acumen, sales, marketing and distribution, legal, regulatory and risk, listed

company governance, operating model transformation and well-developed ability for critical and strategic analysis.

A balance of longer-serving Directors with experience in the Company and newer Directors who bring fresh perspective and insight

is desirable. The Board encourages strong individual thinking and rigorous discussion and analysis when making decisions.

Grant Biel, a long-standing Director and co-founder of the carpet business, who retired from the Board in November 2021, was

appointed the Company’s first-ever Director Emeritus by the Board on his retirement and continues to make himself available to the

Board and to the Company.

As at 30 June 2025, the Board comprised six Directors – George Adams, Julie Bohnenn, Trevor Burt, Murray Dyer, Rob Hewett and

John Rae.

The profile of the Directors can be found on pages 4 and 5.

PRINCIPLE 2  BOARD COMPOSITION AND PERFORMANCE (CONT'D)

Directors’ skill level as at 30 June 2025

5

STRATEGY DEVELOPMENT AND EXECUTION

4

FINANCE

4

MARKETING AND GROWTH, INCLUDING

EXPERIENCE IN INTERNATIONAL MARKETS

3

OPERATIONAL EXCELLENCE AND HEALTH AND SAFETY

5

PEOPLE AND CULTURE

3

INDUSTRY AND TECHNICAL KNOWLEDGE

3

CORPORATE FINANCE, MERGERS AND ACQUISITIONS

4

INFORMATION TECHNOLOGY

3

SUSTAINABILITY

5

RELEVANT CORPORATE GOVERNANCE SKILLS

5 - Very strong capability and very high level of competence

4 - Strong capability and high level of competence

3 - Good capability and solid level of competence

2 - Some capability and some degree of competence

1 - Little capability and little competence

While the Board notes that there may be a preference for the Directors’ skills matrix to be complied on an Individual rather than a

collective basis, it is the Board’s belief that the collective basis presents a better picture of the Board’s ability to deliver on the

Company’s objectives, with the Directors expected to operate as a cohesive team and each bringing different, yet complementary,

skills to the Board.

Director independence

The Board Charter provides that the Chair shall be an independent Director and that the majority of the Board shall be

independent Directors.

Director independence is determined in accordance with the NZX Listing Rules and with regard to the factors described in the NZX

Corporate Governance Code.

All Directors, being George Adams, Julie Bohnenn, Trevor Burt, Murray Dyer, Rob Hewett and John Rae, were determined to be

independent Directors of the Company as at 30 June 2025, with the Board having satisfied itself that none of the factors listed in the

NZX Listing Rules and the NZX Corporate Governance Code that could affect director independence were present and having

considered holistically the interests, position and relationships of each Director.

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

8283
PRINCIPLE 2  BOARD COMPOSITION AND PERFORMANCE (CONT'D)

Director appointment

Membership of the Board, and appointment and retirement of Directors by rotation, are determined in accordance with the

Company’s Constitution and the NZX Listing Rules.

While the appointment process is the responsibility of the whole Board, the People and Performance Committee is tasked with

identifying and recommending candidates to fill director vacancies for the approval of the Board. The Committee considers such

factors as it deems appropriate, including capability, skill sets, experience, qualifications, judgement and the ability to work with

other Directors. Reference checks are carried out on all candidates and key information about candidates is provided to

shareholders to assist their decision as to whether to elect or re-elect a candidate.

Shareholders may also nominate candidates for election to the Board, with the Board asking for Director nominations prior to the

Annual Meeting of shareholders each year, in accordance with the Constitution of the Company and the NZX Listing Rules.

New Directors are provided with access to governance information, key policies and all relevant information necessary to prepare

them for their role. New Directors also receive presentations by the CEO and senior management on the key issues facing

Bremworth, its operations and the environment and markets in which it operates.

The Company has written agreements with all Directors establishing the terms of their appointment.

The Board is satisfied that each Director has the necessary time available to devote to the position, broadens the Board’s expertise

and has a personality that is compatible with the other Directors.

Director training, access to information and advice

Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to best perform

their duties. In addition, the CEO and senior management provide regular updates on relevant industry and company issues.

Directors have unrestricted access to Company information and briefings from the CEO and senior management. Site visits provide

the Directors with a better understanding of the business, including its major health and safety risks and how these are managed.

Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent

professional advice at the Company’s expense, with the approval of the Chair.

Evaluation of Director, Board and committee performance

The Board, and the Board’s committees, critically evaluate annually their own performance and the performance of the individual

Directors. The Board, and its committees, also review annually their own processes and procedures to ensure that they are not

unduly complex and are designed to assist the Board and its committees in effectively fulfilling their roles.

Board succession planning arrangements

The Board reviews, at least once a year, Board succession with the Chair of the People and Performance Committee, with the focus

including Board structure, size and composition as well as the ongoing independence of the Directors while also formulating, where

necessary, succession plans for Directors that take into account impending retirements as well as the challenges and opportunities

facing the Company and the skills and expertise accordingly required on the Board in the future.

The table below sets out the length of service of the Directors as at 30 June 2025.

Date of appointmentComplete years of service

John RaeJuly 2015Nine

George AdamsJune 2018Seven

Julie BohnennMarch 2025-

Trevor BurtMarch 2025-

Murray DyerMarch 2025-

Rob HewettMarch 2025-

PRINCIPLE 2  BOARD COMPOSITION AND PERFORMANCE (CONT'D)

Attendance at meetings

Board meetings are usually held monthly (except for January), with other meetings held as and when required to deal with any

specific matters that may arise between scheduled meetings.

The table below sets out Director attendances at Board, Board committee and shareholder meetings for the year ended

30 June 2025.

BoardSpecial BoardAudit Committee

Nomination

Committee

1

Remuneration

Committee

1

Shareholder

To t al h e l d1154141

Attendances:

George Adams10/115/53/41/13/31/1

Julie Bohnenn

2

4 /4-2/2---

Trevor Burt

2

3/4-2/2-1/1-

Murray Dyer

2

4 /4---1/1-

Rob Hewett

2

4 /4-2/2-1/1-

Paul Izzard

3

6/72/22/2-3/31/1

John Rae11/112/22/21/14 /41/1

Katherine Turner

3

7/ 72/22/2-3/31/1

Dianne Williams

3

7/ 72/22/21/13/31/1

1

Nomination Committee and Remuneration Committee were combined during the year to form the People and Performance Committee, with more

commentary on this change on page 85

2

Appointed on 17 March 2025

3

Resigned on 17 March 2025

Diversity and Inclusion Policy

Bremworth is committed to creating an inclusive and high performing culture to drive business engagement and success.

Bremworth aims to reflect the communities we operate in. We embrace and capitalise on innovation which starts with listening and

learning. Fundamental elements of our philosophy include:

—seeing the diversity of our work force as a key asset and contributor to improved business performance and decision making;

—not discriminating based on age, race, gender, sexual orientation, ethnicity or any other non-performance related

differentiating factor;

—treating our people fairly and respectfully; and

—promoting diversity of thought and action, and unbiasedly rewarding capability and achievement.

The Company has a Diversity and Inclusion Policy, a copy of which is published on the Company’s website. The key areas of

focus are:

—sharing and promotion of the Diversity and Inclusion Policy with employees;

—a capability-based approach to recruitment of people from a diverse as possible range of candidates;

—facilitation of opportunities for diversity of thought and action from all levels of the organisation; and

—promotion of diversity and inclusion through company culture programmes and celebrations that bring employees with

differing perspectives together.

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

8485
PRINCIPLE 2  BOARD COMPOSITION AND PERFORMANCE (CONT'D)

Diversity and Inclusion Policy (CONT’D)

Through our transformation initiatives, Bremworth has been growing its internal pipeline of talent and focusing on bringing women

into supervisory and technical roles.

A number of initiatives are in place to support diversity, and the Board believes the principles in the Diversity and Inclusion Policy

were adhered to in the 2025 financial year.

Bremworth has a diverse workforce, representing more than 15 different ethnicities. English is a second language for a number of

these staff, so Bremworth has initiatives in place to support them in the workplace, including the opportunity to participate in

numeracy and literacy programmes. Bremworth also supports and provides flexible working arrangements – wherever possible –

to recognise the diverse needs of our people.

The gender and age composition of the Company’s Directors, officers and employees is summarised below.

30 June 202530 June 2024

MaleFemaleTo talMaleFemaleTotal

Directors5/83%1/17%6/100%3/60%2 /4 0 %5/100%

Officers

1

14/93%1/7%15/100%4/57%3/4 3%7/1 0 0 %

Direct reports of officers24/52%22 /4 8%46/100%25/66%13/34%38/100%

Rest of organisation115/61%73/39%188/100%139/58%101 /42 %240/100%

To t al158/62%97/38%255/100%171/59%119/41%290/100%

1

An officer is a person, however designated, who is concerned or takes part in the management of the Company’s business but excludes a person who

does not report directly to the Board or report directly to a person who reports directly to the Board.

30 June 202530 June 2024

Age compositionNumber%Number%

Under 30 years of age2911%3713

30 to 50 years of age8634%10737

50 to 65 years of age11846%12443

Over 65 years of age229%227

To t al255100%290100

PRINCIPLE 3  BOARD COMMITTEES

The Board utilises committees to enhance Board effectiveness in key areas, while retaining Board responsibility. Committees

established by the Board make recommendations to the Board on those matters falling within the scope of the relevant committee

charter. They do not act or make decisions unless specifically mandated by their charter or by prior Board authority to do so.

The Board had three standing committees – the Audit Committee, Remuneration Committee and Nomination Committee. During

the year, the Board decided to combine the governance functions of the Nomination Committee with those of its Remuneration

Committee. At the same time, the Remuneration Committee was renamed the People and Performance Committee. This option is

specifically acknowledged in the NZX Corporate Governance Code commentary for smaller issuers, with the Board considering it

unnecessary or impractical to continue with a separate Nomination Committee and a Remuneration Committee.

Each of these Committees has a Board approved charter (which can be found on the Company’s website), setting out the role,

responsibilities, delegations and membership requirements. The Board regularly reviews the charters of each Board committee,

their performance against those charters and membership of each committee.

The Board believes that each of the committee charters complies with the relevant recommendations set out under Principle 3 of

the NZX Corporate Governance Code.

The Board appoints the Chair of each committee. Members are chosen for the skills, experience and other qualities that they bring

to the relevant committees.

Bremworth’s Board committees as at 30 June 2025 were:

CommitteeRoleMembers

Audit CommitteeAssists the Board in ensuring adequacy

of financial management, internal

reporting and monitoring processes,

integrity of financial reporting, statutory

audit quality and independence, internal

audit and internal controls.

Julie Bohnenn (Chair)

George Adams

Trevor Burt

Rob Hewett

People and Performance CommitteeAssists the Board in establishing and

maintaining a strong governance

framework in respect of remuneration

packages for Directors and for the

CEO and senior management, while

also assisting the Board in ensuring

appropriate Board performance and

composition and in appointing directors.

Trevor Burt (Chair)

Murray Dyer

Rob Hewett

John Rae

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

8687
PRINCIPLE 3  BOARD COMMITTEES (CONT'D)

Audit Committee membership qualifications and experience

Two members of the Audit Committee, being Julie Bohnenn and George Adams, have in-depth knowledge of, and significant

experience in, accounting, finance and financial reporting.

Julie Bohnenn, who is Chair of the Audit Committee, is a highly experienced finance professional, director and business advisor with

expertise across the agriculture, retail, health, leisure and corporate travel, and wealth management sectors. Julie is a Fellow

Chartered Accountant with a proven track record as both a Chair and Audit and Risk Chair. Julie has extensive experience in

business restructuring, market disruption, mergers and acquisitions, stakeholder engagement, regulatory compliance and

project governance.

George Adams has significant finance, commercial and governance experience from more than 30 years of international business

experience in the fast-moving consumer goods and telecommunications industries, as well as a strong background in occupational

health and safety. George was previously Managing Director of Coca-Cola Amatil New Zealand and Fiji, a role he held for 10 years.

During this time, George also chaired the New Zealand Food and Grocery Council. Prior to moving to New Zealand in 2003, George

was Finance Director of British Telecom Northern Ireland and Group Finance Director of Dublin-based bottling company Molino

Beverages. George is a Fellow of the Institute of Chartered Accountants in Ireland and a Chartered Fellow of the Institute of

Directors in New Zealand.

Independent Takeover Committee

The Board has a Takeover Response Policy setting out the objectives of the Company’s takeover response strategy and establishing

the appropriate protocols to be followed in the event of a takeover offer for the Company. It covers, among other things:

—structure of the takeover response team and roles of key groups in the team;

—the Takeovers Code process and timetable;

—steps to be taken on receipt of a takeover notice;

—communications between the Company and the bidder; and

—potential takeover response strategies.

The Takeover Response Policy also provides guidance on the composition of the Board Takeover Committee to ensure that it is

independent of the bidder, while also providing further guidance on the disclosure of the composition of the Takeover Committee

once it has been appointed and the bid made public.

PRINCIPLE 4  REPORTING AND DISCLOSURE

Continuous disclosure

The Board is responsible for the timeliness, accuracy and completeness of all Company disclosures, including its results, financial

reporting and all matters relating to its business activities that could have a material effect on the price of Bremworth shares if they

were generally available to the market.

Bremworth is committed to promoting investor confidence by providing timely, accurate, complete and equal access to material

information, both positive and negative, in accordance with the NZX Listing Rules. To achieve and maintain high standards of

disclosures, Bremworth has adopted a Continuous Disclosure Policy, which is designed to ensure compliance with NZX continuous

disclosure guidance note.

This Policy, a copy of which is published on the Company’s website, sets guidelines and outlines responsibilities to safeguard the

Company against inadvertent breaches of continuous disclosure obligations.

Financial reporting

The Board is committed to balanced, clear and objective financial reporting, which includes preparing consolidated financial

statements that comply with New Zealand Generally Accepted Accounting Practice and fairly present the Group’s financial position

as at the Group’s balance date and its financial performance and cash flows for the year ended on that date

The Audit Committee assists the Board in providing oversight of the quality and integrity of external financial reporting including the

accuracy and completeness of the financial statements. In preparing the consolidated financial statements, the Company also

ensures that its financial reporting is accompanied by sufficient explanation and is expressed in a clear and objective manner to

assist investors make informed investment decisions.

All matters required to be addressed, and for which the Committee has responsibility, were addressed during the reporting period.

The Directors believe that proper accounting records which enable, with reasonable accuracy, the determination of the financial

position of the Group and facilitate the compliance of the consolidated financial statements with the Financial Markets Conduct Act

2013 have been kept.

The Chief Financial Officer holds the role of Company Secretary. In all secretarial matters, the Board ensures that the Company

Secretary’s reports are objective and that the Company Secretary has unfettered access to the Chair and the Audit Committee,

without reference to the CEO.

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

8889
PRINCIPLE 4  REPORTING AND DISCLOSURE (CONT'D)

Non-financial reporting (including sustainability)

In addition to shareholders, Bremworth has a wide range of stakeholders and maintains open channels of communication for all

audiences, including the investing community and the New Zealand Shareholders’ Association, as well as its employees, suppliers

and customers.

Insight into Bremworth’s assessment of its business, strategy and performance can be found on pages 1 to 19.

A detailed framework addressing the Company’s environmental and social responsibilities has been developed, with the business

following the integrated People, Planet and Prosperity framework with the three key pillars detailed below:

We have continued to look at the raw materials that we use and the other resources that we consume in our manufacturing

processes, with the Company having not only enhanced its visibility into the raw materials and resources within its supply chain but

also continuing to take steps to transition away from insecticides and metal-containing dyes to alternatives that are better for

people while also protecting the planet.

Bremworth is not a climate reporting entity (CRE) because it falls under the financial threshold required to be a CRE. As a

consequence, it is not required to prepare and lodge climate statements on the climate-related disclosures (CRD) register that has

been established under the CRD regime that came into effect on 1 January 2024.

Despite this, Bremworth acknowledges the role that it has to play in the move towards decarbonisation and remains committed to

environmental sustainability.

NON-FINANCIAL REPORTING REVIEW PROCESS

Bremworth’s non-financial reporting is not reviewed by an external auditor or otherwise independently audited, with Bremworth

seeking to ensure that its non-financial reporting disclosures are materially accurate by having a robust internal review process that

seeks to ensure the accuracy and objectivity of these disclosures.

PLANET

PEOPLE

PROSPERITY

C

O

N

S

U

M

E

R


W

E

L

L

B

E

I

N

G

PRINCIPLE 5  REMUNERATION

The Board has a clear policy for setting remuneration of Directors and senior management at levels that are fair and reasonable to

attract, reward and retain the skills, knowledge and experience required to enhance the Company’s performance.

Bremworth’s Remuneration Policy is available on the Company’s website.

The People and Performance Committee assists the Board in discharging its responsibilities in relation to setting and reviewing of

Directors’ remuneration and senior management objective setting, performance review and remuneration.

External advice is sought as required to ensure remuneration is benchmarked to the market for Directors and senior

management positions.

Directors’ remuneration

Shareholders resolved at the October 2018 Annual Meeting that the total remuneration to be paid to the non-executive Directors be

fixed at a sum not exceeding $450,000 per annum, such sum to be divided amongst them in such proportions and in such manner as

they may determine.

The remuneration payable to the Directors was last reviewed and approved by the Board on 18 January 2019, with the current scale

of Directors’ remuneration applying from 1 January 2019 set out on page 73 (note 12e (Related parties) to the consolidated

financial statements).

The total remuneration paid to the Directors for the year ended 30 June 2025 was $405,523, with the details paid to each Director

set out on page 100.

The Directors do not receive any other benefits (cash or non-cash) in their role as directors and are not entitled to retiring

allowances on cessation of office. Directors are also not entitled to performance-based remuneration.

Directors are not eligible to participate in any of Bremworth’s share-based payment arrangements and no shares, options or

performance rights have been issued to the Directors under any of these share-based payment arrangements.

Remuneration strategy

Bremworth’s remuneration strategy has been:

—aligned with its recruitment and leadership development philosophies and its approaches to performance management to

ensure the attraction, development and retention of talented individuals; and

—underpinned by a pay-for-performance philosophy and utilises annual performance incentives to provide opportunities for

individuals to achieve market competitive remuneration levels and in the case of superior performance, total remuneration

above market.

CEO and executive remuneration

The CEO and executive remuneration packages up until the year ended 30 June 2025 are made up of three key components – being

fixed remuneration (in the form of fixed base salary plus fringe benefits), variable short-term performance incentives and long-term

performance incentives.

Fixed remuneration

Bremworth’s philosophy with respect to fixed remuneration is to ensure that all employees are fairly and equitably remunerated

relative to similar businesses and positions within the New Zealand market.

Fixed remuneration levels are reviewed annually for market competitiveness and alignment with strategic priorities and

performance outcomes and to ensure:

—our employees are strongly motivated to deliver shareholder value;

—the Company is able to attract and retain high-performing employees who will ensure the achievement of business

objectives; and

—the provision of benefits and allowances that contribute to the health and well-being of our employees.

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

9091
PRINCIPLE 5  REMUNERATION (CONT'D)

Short-term performance incentives

Short-term performance incentives are at-risk payments that are designed to motivate and reward performance during a financial

year, with targets set by the Board having regard to strategic priorities and desired performance outcomes from time to time.

Short-term performance incentives include both Company targets and individual targets, with minimum thresholds in place for both

of these. Eligibility to short-term performance incentives is conditional on these thresholds being achieved in the first instance, with

pay outs dependent on the extent to which actual performance exceeds the targets determined by the Board.

No short-term performance incentive plan was implemented for the 2024 financial year as a consequence of the disruptions to the

business following Cyclone Gabrielle.

Individual targets (and the clear measures underlying these targets to determine achievement or non-achievement in any one year)

are set having regard to the roles and responsibilities held by the CEO and each member of the executive leadership team and as

agreed with the Board (in the case of the CEO) and with the CEO (in the case of the executive leadership team) at the start of the

relevant financial year.

Short-term incentives entitlements for on-target performance and over-performance for the year ended 30 June 2025 are set out in

the table below:

Entitlement for on-target performanceMaximum entitlement for over-performance

CEO40% of base salary60% of base salary

Member of the executive leadership team20% to 25% of base salary30% to 37.5% of base salary

No payments were made under the 2025 financial year short-term performance incentives because of the shortfall of actual results

to the targets set by the Board (being revenue and EBITDA).

As part of the ongoing review of the business, the Board has decided to suspend short-term performance incentives for the 2026

financial year, preferring instead to exercise its discretion to pay out discretionary bonuses for exceptional performance if results

(measured by profitability, cash flows and returns to shareholders) support that.

Long-term performance incentives

Bremworth’s long-term performance incentives are designed to align the interests of the CEO and members of the Bremworth

executive leadership team with those of shareholders, and to incentivise them to enhance long-term shareholder value, through

share-based payment arrangements.

These long-term incentives include:

—the issue of shares and options in September 2021 and April 2022 respectively to the CEO pursuant to the Bremworth Equity

Ownership Plan and the Bremworth Share Option Scheme respectively; and

—the issue of FY23-25 performance rights in October 2022 and FY25-27 performance rights in November 2024 to selected

senior executive employees under the 2022 Long-Term Incentive Scheme.

More information on these long-term incentives can be found on pages 70 and 71 (note 12b (Share-based payment) to the

consolidated financial statements).

The 2022 Long-Term Incentive Scheme provides for the allocation of shares, annually, to such selected members of the executive

leadership team (“the Participants”) as the Board shall determine as part of the Participants’ total remuneration package, with:

—the market value of the shares to be allocated to the Participants equal to between 20% and 25% of base salary of the

Participants; and

—these shares to vest at the end of the performance period (of up to three years) subject to the fulfilment of the performance

conditions set down by the Board.

No issue of FY24-26 performance rights was made in the 2024 financial year as a consequence of the disruptions to the business

from Cyclone Gabrielle.

The Board has also decided - as part of the ongoing review of the business - to suspend long-term performance

incentives indefinitely.

PRINCIPLE 5  REMUNERATION (CONT'D)

Ex-CEO’s remuneration

The remuneration of the ex-CEO was set independently, and without any involvement of the CEO, on an arm’s length commercial

basis as recommended by the Remuneration Committee and approved by the Board.

The ex-CEO’s remuneration comprises a fixed base salary of $572,000 per annum, a variable short-term incentive that is payable

annually subject to attainment of targets, awards under the Bremworth Equity Ownership Plan (Bremworth Equity Plan) and the

Bremworth Share Option Scheme (Bremworth Option Scheme) and other benefits (including fringe benefits and holiday

pay entitlements).

The targets under the short-term incentive plan include growth in revenue and/or profitability as well as the delivery of strategy,

health and safety, leadership and culture outcomes as agreed with the ex-CEO at the commencement of the period, with 40% of

fixed base salary payable for on-target performance, and up to 60% payable for over-performance, under the plan.

No amount was payable under the short-term incentive plan for the year ended 30 June 2025, with the Company failing to achieve

both the revenue and profit targets agreed with the ex-CEO.

The Company did not put in place the short-term incentive plan for the year ended 30 June 2024 as a consequence of the

disruptions to the business following Cyclone Gabrielle.

The Company issued two tranches of options under the Bremworth Option Scheme to the ex-CEO during the year ended 30 June

2022, with 480,000 options on 10 September 2021 and a further 520,000 options on 8 April 2022. The ex-CEO continues to hold

these options following his exit from the Company on 30 April 2025.

The Company also issued 500,000 fully paid-up ordinary shares pursuant to the terms of the Bremworth Equity Plan to the ex-CEO

on 10 September 2021, with the consideration for the shares of $208,050 funded by way of an interest-free, full-recourse, loan

provided by the Company to the ex-CEO. These shares were bought back from the ex-CEO when he exited the Company, with the

proceeds of sale of those shares applied towards the repayment of the full-recourse loan provided to the ex-CEO under the terms of

the Bremworth Equity Plan and the surplus paid to him.

The ex-CEO was not entitled to “golden parachute” or “golden handshake” payments on termination of employment, with no such

payments, or other specific termination payments, provided for in his contract of employment.

The remuneration of the ex-CEO can be analysed as follows:

Fixed base salary

received

1

Short term incentive

receivable

1

Share-based

payments

4

Other

benefits received

or receivable

5

Total remuneration

Year ended 30 June 2025

6

$490,967Nil

2

$ 81,71 5$349,201$921,883

Year ended 30 June 2024$566,500Nil

3

$77,877$ 7 2,7 9 3$717,170

1

Inclusive of 3.0% Employer KiwiSaver

2

40% of fixed base salary payable for on-target performance and up to 60% payable for over-performance, with nothing payable for 2025

3

No short-term incentive plan for 2024 as a consequence of the disruptions following Cyclone Gabrielle

4

Fair value of options issued under the Bremworth Option Scheme

5

Inclusive of fringe benefits and holiday pay entitlement, as well as a one-off payment of $316,000 (as negotiated with the Board on his exit, with this

amount inclusive of notice) for year ended 30 June 2025 (2024: discretionary payment of $40,000 for post-Cyclone Gabrielle recovery efforts)

6

For the period from 1 July 2024 to 30 April 2025 when ex-CEO resigned from the Company

New CEO’s remuneration

The remuneration of the new-CEO was set independently, and without any involvement of the CEO, on an arm’s length commercial

basis as approved by the Board.

The new CEO’s remuneration comprises a fixed base salary of $400,000 per annum as well as holiday pay entitlements but does not

include any short-term incentives or share-based payments.

The remuneration of the new-CEO can be analysed as follows:

Fixed base salary

received

1

Short term incentive

receivable

Share-based

payments

Other

benefits received

or receivable

2

Total remuneration

Year ended 30 June 2025

3

$88,955NilNil$10,196$ 9 9,1 51

1

Inclusive of 3.0% Employer KiwiSaver

2

Inclusive of holiday pay entitlement

3

For the period from 14 April 2025, when new CEO was appointed, to 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

9293
PRINCIPLE 6  RISK MANAGEMENT

Bremworth is committed to the effective management of risk, which is fundamental to the Company’s growth and profitability

targets and outcomes.

The Company maintains a risk management framework for the identification, assessment, monitoring and management of risk and

has in place, among other policies, a Health and Safety Policy, a Treasury Management Policy and a Delegated Authority Policy to

manage specific risks.

The Board is responsible for overseeing and approving the Company’s risk management framework and risk tolerance levels as well

as ensuring that an effective assurance system is in place, with assistance sought from external independent experts

where appropriate.

Process

The Company has completed a comprehensive review of its key risks. This review took into account, among other things, the

learnings from the disruptions to the business as a consequence of Cyclone Gabrielle, the changes that had to be made to the

business post-Cyclone Gabrielle and the findings of the Board-led strategic review that commenced following the cyclone.

In conducting this review, the Company considered both the potential impact and likelihood of risks that had been identified by its

businesses, allowing the Board and management to prioritise these risks and to focus on those areas presenting the highest risks to

the Group.

Management is required, as part of the Company’s risk management framework, to report on the top 10 risks that have been

identified to the Board quarterly – focusing on any changes in potential impact and likelihood of these risks as well as the control

environment that has been put in place to mitigate those risks and the effectiveness of those controls. Additionally, management is

also required, as part of this risk management framework, to report annually on all risks recorded in the risk register to give the

Board insight into risks as a whole and how these have changed over the year.

Some of the risks that have been identified are discussed in more detail below.

Financial risks

The material financial risks facing the business and the management of these risks are discussed at pages 60 to 67 (note 11 (Risks and

financial instruments) to the consolidated financial statements) with management operating under the Board-approved Treasury

Management Policy and ensuring that procedures for derivative instrument utilisation, control and valuation, risk analysis,

counterparty credit approval, and ongoing monitoring and reporting are adhered to.

PRINCIPLE 6  RISK MANAGEMENT(CONT'D)

Health and safety risks

The Board has a Health and Safety Policy, a copy of which is published on the Company’s website.

The Health and Safety Policy provides the context, direction and framework within which all other health and safety materials are

developed. It is the foundation for managing health and safety risks whilst applying a learning and people-centric lens to our

operations and risk management. Our critical risk framework and controls are key enablers and challenge us to design out risk

where possible. To enable our people to thrive, we designed a holistic approach to their safety and wellbeing so that we support our

team to be their best selves.

Our critical risks are shown below:

The Board adopts a risk-based approach to health and safety risk management, focusing on strengthening critical risk management,

while continuing to develop organisational capability and accountability for making health and safety an integral part of our

business. Health and safety is a standing agenda item at Board meetings and Directors complete site visits which include a health

and safety focus.

Bremworth provides comprehensive training and education that equips our employees with the knowledge and skills to uphold

safety standards, respond effectively to emergencies, and foster a culture of continuous improvement and wellbeing.

There is an ongoing emphasis to learn from high-risk potential events and to proactively manage risks to prevent reoccurrence. A

key initiative to support this is the implementation of a “Learning Teams” approach to investigations.

The Health and Safety programme concentrates on clearly identifying critical risks and strengthening control effectiveness for these

key critical risks. Key areas of the programme include improving machinery safety, implementation of electric forklifts and reducing

hazardous substance risk. Initiatives are executed within a cycle of continuous improvement and with the input and support of our

site Health and Safety committees.

Underpinning this is a focus to protect and grow our talent, maintain strong safety leadership and create psychologically safe

workplaces for our people to thrive.

 

Areas with limited access and

potential to contain a toxic or

oxygen-deficient atmosphere.

  

Fixed plant used in making carpet

and yarn.

 

Tools or equipment falling

from height.

 

Powered mobile equipment

including moving vehicles, forklifts

and elevated work platforms.

  

Person falling from one level

to another.

 

Loads suspended above ground

such as hoists and slings.

 



Electricity, fuel, pressure

and hydraulics.

 

 

Substances known or suspected to

cause harm to health.



Environmental conditions

and natural disasters.

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

9495
PRINCIPLE 6  RISK MANAGEMENT(CONT'D)

Climate-related risks

The climate-related risks facing the business, and the management of these risks, are discussed at page 75

(note 12g (Risk management, including climate-related risks) to the consolidated financial statements).

Cyber risks

In response to cyber threats – which are continuing to grow and evolve – Bremworth has a comprehensive programme in place to

protect itself against these threats.

This programme includes external independent reviews of the control environment that has been put in place, regular penetration

tests to provide ongoing assurances around the integrity of that control environment and the various initiatives aimed at raising

awareness internally of these threats. Additionally, Bremworth also has insurance cover against cyber risks.

Internal monitoring and maintenance procedures have also been established, with Bremworth consistently achieving a security

score well above the average for organisations of a similar size.

Business and other operational risks

Business and operational risks facing Bremworth include the risks arising from the new hybrid yarn supply chain that has been

established in response to the disruptions brought about by Cyclone Gabrielle, with the Company undertaking a staged

reinstatement of machinery at its Napier yarn spinning plant to mitigate those risks while also enabling it to continue to innovate

and scale distinctive product ranges.

PRINCIPLE 7  AUDITORS

External audit

The Board is responsible for ensuring the quality and independence of the statutory audit process and has adopted an External

Audit Independence Policy, a copy of which is published on the Company’s website.

Specifically, the External Audit Independence Policy requires, among other things:

—the rotation of the key audit partner every five years, with Philippa Cameron, the current key audit partner having completed

five years in that role;

—a mandatory three year stand down period to be completed before a key audit partner can be appointed to the Bremworth

audit again.

The Company does not currently have a policy on the tenure of its audit firm, with PwC appointed external auditor in May 2021.

The Audit Committee is charged with considering, and making recommendations to the Board regarding, any issues relating to the

independence, performance, appointment or termination of the external auditor.

The Committee reviews the quality and cost of the statutory audit undertaken by the Company’s external auditor and provides a

formal channel of communication between the Board, senior management and external auditor. The Committee also assesses the

external auditor’s independence on an annual basis.

Bremworth’s external auditor attends the Annual Meeting and is available to answer questions relating to the conduct of the

statutory audit and the preparation and content of the auditor’s report.

The fees paid to the external auditor for audit work for the years ended 30 June 2024 and 2025 are set out on page 47 (note 7e

(Administration expenses) to the consolidated financial statements).

All non-audit work carried out by the external auditor are required to be approved by the Board pursuant to the External Audit

Independence Policy as having no effect on the independence or objectivity of the external auditor in relation to its statutory

audit work.

In determining whether a non-audit related service impinges on the independence or objectivity of the external auditor,

consideration is given to, among other things, the people doing the work, the nature of the work done and whether it involves any

calculations of balances in the financial statements or for financial reporting.

The external auditor did not provide any non-audit services during the 2025 financial year.

Internal audit

Bremworth suspended its internal audit programme in the 2024 financial year, pending the complete review of the key risks facing

its businesses as discussed in more detail under Principle 6 – Risk Management.

This review work, which has now been completed, will inform the internal audit programme going forward, with the focus of the

programme directed at the key risks that have been identified and the control environment that has been put in place to manage

these key risks.

Bremworth adopts a risk-based approach to internal audit that prioritises audit activities based on the potential impact and

likelihood of risks, with this approach helping to ensure that audit resources are not only adequate but also focused on those areas

that present the highest risks to the Group.

The Group anticipates that its internal audit programme will provide objective assurance of the effectiveness of its internal control

framework while also bringing a disciplined approach to evaluating and improving the effectiveness of risk management, internal

controls and governance processes.


CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

9697
PRINCIPLE 8  SHAREHOLDER RIGHTS AND RELATIONS

Bremworth respects the rights of shareholders, is focused on fostering constructive relationships with shareholders that encourage

them to engage with the Company and values dialogue with institutional and private investors.

Bremworth is also committed to giving all shareholders comprehensive, timely and equal access to information about its activities

and keeps shareholders informed through:

—continuous disclosures to NZX;

—half year and annual reports, including accompanying shareholder presentations where appropriate;

—the Annual Meeting and any other meetings of shareholders called to obtain approval for Board actions as appropriate; and

—the Company’s website www.bremworth.co.nz/investor-centre where investors and interested stakeholders can access

financial and operational information and key corporate governance information about the Company.

The Board encourages shareholders to opt to receive communications from the Company electronically, thereby ensuring that they

get access to communications efficiently and in a timely manner.

Shareholder meetings

The Board encourages full participation of shareholders at shareholder meetings to ensure a high level of Director and management

accountability and shareholder identification with Bremworth’s strategies and goals – with shareholders able to attend and

participate at shareholder meetings either in person or virtually (that is, online).

Shareholders are able to ask questions of and express their views to the Board, management and the external auditor at Annual

Meetings of shareholders. The Board adopts the one share, one vote principle, conducting voting at shareholder meetings by poll.

Shareholders are also able to cast postal votes or vote by proxy ahead of meetings without having to physically attend

those meetings.

Bremworth aims to make its notice of Annual Meeting and any other meetings of shareholders available on its website at least 20

working days prior to the meeting, with the notice of meetings accompanied by virtual meeting guides that help shareholders

understand how the virtual meetings would be conducted and how to better participate at these meetings.

The next Annual Meeting is to be held on Wednesday, 12 November 2025.

VARIANCES TO NZX CORPORATE GOVERNANCE CODE

NZX Corporate Governance

Code Principle

NZX Corporate Governance

Code RecommendationKey differenceBoard’s position

1. Ethical Standards1.1 Training should be

provided regularly

Regular training on the Code

of Conduct and Ethics is not

being provided

This is under consideration with

the new leadership team in place

and the additional resourcing

that is available

2. Board Composition

and Performance

2.5: The Board should set

measurable objectives for

achieving diversity

The Board has not set

measurable objectives under the

Diversity and Inclusion Policy for

achieving diversity

The Board considers diversity

outcomes can be achieved

without measurable objectives

DIRECTORS

The Directors of the Company as at 30 June 2025 were:

George Adams

Julie Bohnenn

Trevor Burt

Murray Dyer

Rob Hewett

John Rae

Paul Izzard, Katherine Turner and Dianne Williams resigned as Directors on 17 March 2025 and Julie Bohnenn, Trevor Burt, Murray

Dyer and Rob Hewett were appointed Directors on the same date.

INTERESTS REGISTER

The Companies Act 1993 requires the Company to maintain an interests register in which are recorded the particulars of certain

transactions and matters (eg. use of company information, remuneration, indemnity and insurance and share dealing) involving the

Directors. It further requires particulars of the entries in the interests register for the year to be disclosed in the annual report.

Use of company information

No notices were received from the Directors regarding the use of company information that would not otherwise have been

available to them, except in their capacity as directors, during the year.

Remuneration

The scale of remuneration payable to the Directors with effect from 1 January 2019 was approved by the Board of Directors on 18

January 2019 and is set out on page 73 (note 12e (Related parties) to the consolidated financial statements).

Indemnity and insurance

The Board of Directors authorised, during the year, the renewal of the Company’s directors’ and officers’ liability insurance policies

covering the risks arising out of the acts or omissions of the Directors and employees of the Company and its subsidiaries to the

extent normally covered by such policies.

The total cost of these policies for the year ended 30 August 2025 was $139,075 which was considered fair to the Company.

Share dealing

No notices were received from the Directors in relation to share dealing during the year.

No Directors had any relevant interests in shares in the Company as at 30 June 2025.

There is no requirement for the Directors to hold shares in the Company, with the Directors only encouraged to do so pursuant to

the Board Charter.

Directors are not eligible to participate in any of Bremworth’s share-based payment arrangements, and no shares, options or

performance rights have been issued to the Directors under any of these share-based payment arrangements.

DISCLOSURES UNDER THE COMPANIES ACT 1993

Year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

9899
INTERESTS REGISTER (CONT'D)

Specific disclosures of interest

No specific disclosures of interest were received during the year.

General disclosures of interest

General disclosures of interest that were current as at 30 June 2025 were:

George AdamsApollo Foods Limited

Mars Manufacturing Limited

The Apple Press Limited

Apollo Brands Limited

Arborgen Holdings Limited

Insightful Mobility Limited

Netlogix Group Holdings Limited

NZFF HoldCo Limited

Red Shield Security Limited

Synlait Milk Limited

Synlait Milk Finance Limited

Accident Compensation Corporation

Executive Chair and shareholder

Director

Director

Director

Director and shareholder

Chair and shareholder

Chair

Chair

Chair

Chair

Chair

H&S Impact Fund Advisor

Julie BohnennBoxtel Consulting Limited

Farmlands Co-operative Society Limited

Forte Health Group Limited

Forte Health Limited

Forte Health Group Nominees No.1 Limited

Forte Health Group Nominees No.2 Limited

Moana Heights Limited

Reform Radiology Limited

Director and shareholder

Director and shareholder

Director

Director

Director

Director

Director and shareholder

Director

Trevor BurtBreakaway Investments Ltd

Eastern Dynasty Ltd

Hossack Station Ltd

Landpower Group Ltd

Market Gardeners Ltd

NZ Drinks Holdings Ltd

The Lamb Company Group

Director and shareholder

Director and shareholder

Director and shareholder

Director

Director

Director

Chair

Murray DyerAxos Systems Limited

New Zealand Carbon Exchange Limited

New Zealand Climate Exchange Limited

NZCX Limited

Prime Markets Limited

Prime Rural Limited

Silverstream Investment Trust

The Embedded Network Company Limited

Utility Data Services Limited

Director and shareholder

Director and shareholder

Director and shareholder

Director and shareholder

Director and shareholder

Director and shareholder

Trustee and beneficiary

Director and shareholder

Director and shareholder

Rob HewettCentre for Climate Action Joint Venture Limited

(AgrizeroNZ)

Farmlands Co-operative Society Limited

Fern Energy Limited

Hewett Farm Limited

Hilton Haulage GP Limited

Merino New Zealand Limited

Pioneer Energy Limited

Pioneer Energy Group GP Limited

Pioneer Energy Renewables GP Limited

Ravensdown Limited

Rewiring NZ Charitable Trust

Silver Fern Farms Co-operative Limited

T&G Global Limited

Woolscour Holdings Limited (Woolworks)

Chair

Chair and shareholder

Chair

Shareholder

Chair

Shareholder

Chair

Chair

Chair

Shareholder

Chair

Shareholder

Director

Chair, with Woolworks providing wool

scouring services from time to time to

Bremworth on commercial terms

John RaeCambridge Clothing Limited

Crown Regional Holdings Limited

F J Hawkes & Co. Limited

Gobble Limited

Jaffa Holdings Limited

Kingyo Foods Limited

Landcorp Farming Ltd (Pāmu)

Midlands Fund Management Limited

Te Rahui Herenga Waka Whakatane GP

New Zealand Government Waste

Minimisation Fund

JR Family Trust

Director

Chair

Director and shareholder

Director and shareholder as nominee

Director and shareholder

Director and shareholder as nominee

Chair

Chair

Chair

Panel Member

Tr u s te e


DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)

Year ended 30 June 2025

DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

100101
DIRECTORS' REMUNERATION

The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ended

30 June 2025 were:

Board

Audit

Committee

People &

Performance

Committee

2

Other

benefitsTo tal

George Adams$108,800---$108,800

Julie Bohnenn$17,710$2,9 0 3--$2 0,61 3

Trevor Burt$17,710-$1,4 52-$1 9,1 6 2

Murray Dyer$17,710---$17,710

Paul Izzard

1

$ 4 3,4 5 4---$ 4 3,4 5 4

Rob Hewett$37,190---$37,190

John Rae$61,000---$61,000

Katherine Turner$ 4 3,4 5 4$ 7, 1 2 4--$ 5 0,5 78

Dianne Williams$ 4 3,4 5 4-$ 3,5 62-$ 4 7, 0 1 6

To t al$ 39 0,4 82$10,027$5,014-$4 05,523

1

Fees paid to Paul Izzard Design Limited for professional services rendered are disclosed on page 73 (note 12e (Related Parties) to the consolidated

financial statements.

2

As specifically acknowledged in the NZX Corporate Governance Code commentary for smaller issuers, the Board considers it unnecessary or

impractical to continue with a separate Nomination Committee and has therefore combined the governance functions of the Nomination Committee

with those of its Remuneration Committee. At the same time, the Remuneration Committee has been renamed the People and Performance Committee.

EMPLOYEES’ REMUNERATION

The number of employees of the Company and its subsidiaries whose remuneration and value of other benefits for the year ended

30 June 2025 fall into the various brackets specified by the Companies Act 1993 is as follows:

Remuneration and value

of other benefits ($)

Number of employees

– 2025

Number of employees

– 2024

100,000 – 109,999

110,000 – 119,999

120,000 – 129,999

130,000 – 139,999

140,000 – 149,999

150,000 – 159,999

160,000 – 169,999

170,000 – 179,999

180,000 – 189,999

190,000 – 199,999

200,000 – 209,999

210,000 – 219,999

230,000 – 239,999

240,000 – 249,999

250,000 – 259,999

260,000 – 269,999

270,000 – 279,999

280,000 – 289,999

290,000 – 299,999

340,000 – 349,999

460,000 – 469,999

470,000 – 479,999

510,000 – 519,999

650,000 – 659,999

670,000 – 679,999

690,000 – 699,999

710,000 – 719,999

920,000 – 929,999

17

7

14

7

4

3

3

2

1

2

1

-

3

-

-

3

1

1

-

1

1

-

-

1

2

-

-

1

14

16

5

7

5

3

1

3

1

2

-

1

-

2

1

2

1

-

2

-

-

1

1

-

-

1

1

-

Total number of employees7570

DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)

Year ended 30 June 2025

DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

102103
DONATIONS

The Company did not make any donations during the year and does not make political donations.

AUDIT FEES

Refer to page 47 (note 7e (Administration expenses) to the consolidated financial statements).

SUBSIDIARY COMPANY DIRECTORS

The following persons respectively held office as directors of subsidiary companies as at the end of the year:

Subsidiaries Directors

Bremworth Carpets and Rugs Limited

Bremworth Spinners Limited

Elco Direct Limited

Bremworth Share Scheme Limited

Cavalier Bremworth Limited

Cavalier Bremworth (Australia) Limited

Cavalier Bremworth (North America) Limited

Cavalier Spinners Limited

Knightsbridge Carpets Limited

EnCasa Carpets Limited

Norman Ellison Carpets Limited

Carpet Distributors Limited

Horizon Yarns Limited

Cavalier Commercial Limited

Radford Yarn Technologies Limited

E Lichtenstein and Company Limited

Elcopac Limited

Elcowool Limited

e-Wool Limited

Microbial Technologies Limited

Northern Prospecting Limited

Craig Woolford

Bremworth Pty. Limited

Cavalier Holdings (Australia) Pty. Limited

Cavalier Bremworth Pty. Limited

Norman Ellison Carpets Pty. Limited

Cavalier Commercial Pty. Limited

Craig Woolford

Michael Ingham

No subsidiary company directors received, in their capacity as such, directors’ fees or other benefits from the subsidiaries.

The remuneration and value of other benefits of these directors is disclosed under employees’ remuneration on page 101.

ANALYSIS OF SHAREHOLDINGS

Number of shareholders%Shares held%

Size of shareholdings

Up to 1991003.9 4 8,194 0.01

200 – 4991144.49 37,602 0.0 5

500 – 9991967.7 1 136,294 0.1 9

1,000 – 1,9994461 7. 5 5 608,676 0.8 6

2,000 – 4,9996392 5.1 5 1,967,671 2.7 9

5,000 – 9,99939115.39 2,570,528 3.6 4

10,000 – 49,9995162 0.31 10,142,628 14.37

50,000 – 99,999602.36 3,837,782 5.4 4

Over 99,999793.1151,2 5 2,1 4 47 2.6 3

2,5 41100.0070,561,519100.00

Location of shareholders

New Zealand2,4 2 995.5969,5 6 3,6 0 398.59

Overseas

Australia702.7 549 3,0 870.7 0

Others421.6 550 4,8290.7 2

2,5 41100.0070,561,519100.00

Shares held%

Top 20 shareholders

Rural Aviation (1963) Limited8,567,6 421 2.1 4

Custodial Services Limited (Account 4)5,975,5218.47

FNZ Custodians Limited3,4 6 5,0 624.91

New Zealand Depository Nominee Limited (Account 1 Cash Account)2,5 4 6,19 93.61

Suzanne Rachel Timpson and Fairlie Ann Milne (Suzanne Timpson No 1 Family Account)2,4 02,6793.41

Bremworth Share Scheme Limited1,8 82,4 212.6 7

ASB Nominees Limited (Account 200015)1,571,5732.23

Tony Nigel Woolf1,269,6661.8 0

Maria Dumont Woolf1,266,6681.8 0

Allan Brian Woolf1,266,6661.8 0

Accident Compensation Corporation1 , 2 4 7,7 4 91.7 7

Gregory John Muir1,225,0001.74

M A Janssen Limited1 , 0 2 7, 5 1 61.4 6

Fergus David Elliott Brown1,000,0001.4 2

F B Trustee Limited (Fergus Brown Family Account)1,000,0001.4 2

Ian David McIlraith940,0001.3 3

Masfen Securities Limited7 8 7, 5 0 01.1 2

Neil Douglas Waites7 3 7, 9 8 91.0 5

Percy Keith McFadzean715,0001.01

Forsyth Barr Custodians Limited (1-Custody)6 7 8,7 2 90.9 6

39,573,5805 6.08

DISCLOSURES UNDER THE NZX LISTING RULES

As at 31 August 2025

DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)

Year ended 30 June 2025

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

104105
SUBSTANTIAL HOLDINGS

The substantial product holders in the Company in respect of whom notices have been received were:

Number of ordinary shares (being the only

class of listed voting securities) where

relevant interest exists

G C W Biel8 , 4 6 7,6 4 2

Rural Aviation (1963) Limited8 , 4 6 7,6 4 2

Brian Edward Woolf3,600,000

The total number of ordinary shares, being the only class of listed voting securities in the Company, as at 30 June 2025

was 70,561,519.

The definition of the term “relevant interest” in the Financial Markets Conduct Act 2013 is extremely wide, and more than one

relevant interest can exist in the same voting securities.

SHAREHOLDER INFORMATION

ANNUAL MEETING OF SHAREHOLDERS

Time and date 1 p.m., Wednesday, 12 November 2025

Venue Registered office of Bremworth Ltd

7 Grayson Avenue

Papatoetoe

Auckland

CORPORATE CALENDAR

12 November 2025 2025 Annual Meeting of shareholders

31 December 2025 End of 2026 half year

Mid-February 2026 Announcement of 2026 half year result and release of 2026 half year report

30 June 2026 End of 2026 financial year

Late August 2026 Announcement of 2026 annual result

September 2026 Period for director nominations

End of September 2026 Release of 2026 Annual Report

DISCLOSURES UNDER THE FINANCIAL MARKETS CONDUCT ACT 2013

As at 30 June 2025

TREND STATEMENT

2025

$000

2024

$000

2023

$000

2022

$000

2021

$000

2020

$000

2019

$000

Financial Performance

Operating revenue $88,424 $80,294 $89,689 $95,485 $111,577 $117,981 $135,234

EBITDA (normalised)(13,5 4 5)(4,6 8 6)(200) 4,918 3,385 2,300 7,076

Depreciation - owned assets(1,166)(858)(820)(683)(379)(2,418)(3,47 9)

Depreciation - right-of-use assets(1,129)(1,057)(994)(954)(534)(1,7 7 9) -

Depreciation - recycled through

inventory - - - 194 (764)(265) -

Amortisation - intangibles(25)(25)(25) - - - -

EBIT (normalised)(15,865)(6,626)(2,0 39) 3,475 1,708 ( 2,1 6 2) 3,597

Finance costs(860)(825)(1,0 4 5)(1,02 9)(1,1 2 4)(2,5 35)(1,7 9 0)

Finance income 1,032 1,344 502 159 68 - -

Share of profit after tax of equity-

accounted investees (normalised) - - - - - - 644

Profit/(Loss) before income tax

(normalised)(15,693)(6,1 0 7 )(2,582) 2,605 652 (4,697) 2,451

Income tax (expense)/benefit(333)(301)(263)(870)(276) 1,240 (572)

Profit/(Loss) after tax (normalised)(16,026)(6,4 0 8)(2,84 5) 1,735 376 (3,457) 1,879

Abnormal gains/(losses) (after tax) 35,129 11,0 51

1

13,581 505 1,353 (17,994)(18,6 59)

Profit/(Loss) after tax

attributable to shareholders

of the Company (GAAP) $19,103 $4,643 $10,736 $2,240 $1,729 $(21,4 51)$ (1 6,7 8 0)

Financial Position

Shareholders’ equity 73,294 54,423 50,223 37,771 35,592 3 3,6 37 54,989

Loans and borrowings - term portion - - - - - - 20,500

Term liabilities1 7, 3 0 8 17,808 18,227 19,251 20,978 3,511 1,618

Loans and borrowings – current

portion - - - - - 15,800 -

Current liabilities16,561 22,687 22,686 21,880 21,453 17,033 22,227

Shareholders’ equity and total

liabilities $107,163 $94,918 $91,136 $78,902 $78,023 $69,981 $99,334

Property, plant and equipment 16,959 13,241 10,148 14,306 12,094 22,725 30,164

Right-of-use assets 7,915 8,804 8,616 9,280 9,968 430 -

Intangible assets 36 61 86 - - - -

Deferred tax asset 488 402 576 532 732 600 5,456

Non-current assets 25,398 22,5 08 19,426 24,118 22,794 23,755 35,620

Cash and bank 42,245 31,645 39,319 14,874 22,5 08 1,276 2,724

Current assets 39,520 40,765 32,391 39,910 32,721 44,950 60,990

Total assets $107,163 $94,918 $91,136 $78,902 $78,023 $69,981 $ 9 9,3 3 4

1

$495,000 of costs for year ended 30 June 2024 reclassified as restructuring costs to align with current year presentation

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

106107
TREND STATEMENT (CONT'D)TREND STATEMENT (CONT'D)

2025

$000

2024

$000

2023

$000

2022

$000

2021

$000

2020

$000

2019

$000

Abnormal items (after tax)

Cyclone Gabrielle related

insurance income 42,230 26,500 35,500 - - - -

Cyclone Gabrielle related asset write

offs and expenses(2,56 8)(14,666)(14,275) - - - -

Impairment of assets post

Cyclone Gabrielle - (297)( 7, 6 4 4 ) - - (5,0 95)(4,41 3)

Reversal of impairment of fixed assets - 1,082 - - - - -

Whanganui fire related

insurance income 527 - - - - - -

Whanganui fire related asset

write offs(1,4 39) - - - - - -

Restructuring costs( 2,7 2 5 )(1,56 8) - - (1,271)(854) -

Onerous contract(896) - - - - - -

Impairment of right-of-use assets - - - - - (2,0 9 4) -

Impairment of intangible assets - - - - - - (2,362)

Impending change in legislation

relating to tax depreciation

on buildings - - - - - 2,940 -

Derecognition of deferred tax assets - - - - - (12,891) -

Gain on sale of property - - - - 2,624 - -

Loss on sale of interest in, and

property held by, equity-accounted

investees - - - - - - (11,884)

Reversal of normalised tax expense - - - 505 - - -

To t al $35,129 $11,051 $13,581 $505 $1,353 $(17,994)$(18,6 59)

20252024 2023 2022 2021 2020 2019

Financial Ratios and Summary

Use of Funds and Return on

Investment

Return on average shareholders’

equity (normalised) - %(25.1)(12.2)(6.5) 4.7 1.1 ( 7. 8 ) 3.0

Basic earnings per ordinary share

(normalised) - cents(22.6 8)( 9.1 5 )(4.0 8) 2.51 0.55 (5.0 3) 2.74

Diluted earnings per ordinary share

(normalised) - cents(22.36)( 9.0 2 )(3.9 9) 2.46 0.54 (5.0 3) 2.74

Financial Structure

Net tangible asset backing per

ordinary share - $ 0.92 0.64 0.58 0.40 0.36 0.47 0.72

Equity ratio - % 68.4 57.3 55.1 47.9 45.6 48.1 55.4

Share Price

30 June 0.62 0.38 0.40 0.47 0.49 0.22 0.32

52 week high 0.67 0.68 0.64 0.85 0.49 0.38 0.68

52 week low 0.37 0.36 0.30 0.45 0.21 0.16 0.31

Market Capitalisation ($000)

30 June 43,748 26,626 28,028 32,168 3 3,6 5 3 15,109 21,977

Capital Expenditure and

Depreciation ($000)

Capital expenditure 5,542 4,147 1,956 2,898 2,481 2,119 4,705

Depreciation - owned assets 1,166 858 820 683 379 2,418 3,479

Depreciation - right-of-use assets 1,129 1,057 994 954 534 1,779 -

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

108109
GLOSSARY OF FINANCIAL TERMS

EBITDA Earnings before interest, tax, depreciation and amortisation

EBIT Earnings before interest and tax

EBITDA (normalised) Earnings before abnormal costs, interest, tax, depreciation and amortisation

EBIT (normalised) Earnings before abnormal costs, interest and tax

Net assets Total assets less total liabilities

USE OF FUNDS AND RETURN ON INVESTMENT

Return on average shareholders’ equity

(normalised)

Profit/(Loss) after tax (normalised)

Average shareholders’ equity

Basic earnings per ordinary share

(normalised)

Profit/(Loss) after tax (normalised)

Weighted average number of ordinary shares on issue during the year

Diluted earnings per ordinary share

(normalised)

Profit/(Loss) after tax (normalised)

Weighted average number of ordinary shares on issue during the year (including

the maximum number of shares that could be issued under the Company’s LTI

Scheme and the Bremworth Option Scheme)

FINANCIAL STRUCTURE

Net tangible asset backing

per ordinary share

Net assets less intangible assets (including right-of-use assets)

Number of ordinary shares on issue at balance date

Equity ratio Shareholders’ equity

Shareholders’ equity and total liabilities

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATIONTREND STATEMENT (CONT'D)

The Directors acknowledge that the Annual Report, including the Trend Statement from pages 105 to 108, contains financial information

that is non-GAAP (Generally Accepted Accounting Practice) and therefore falls within the Financial Markets Authority’s guidance note

on “Disclosing non-GAAP financial information” issued in July 2017.

The Trend Statement has been prepared using the audited GAAP-compliant financial statements of the Group.

The Directors believe that the non-GAAP financial information contained within the Trend Statement (more particularly, the non-GAAP

measures of financial performance such as “EBITDA (normalised)”, “EBIT (normalised)”, “Profit/(Loss) before income tax (normalised)”

and “Profit/(Loss) after tax (normalised)” as well as the various other financial ratios that are based on normalised results – for example,

earnings per share) provide useful information to investors regarding the performance of the Group because the calculations exclude

insurance claims, restructuring costs, provision for onerous contracts and other gains/losses (for example, gain/loss on sale of property

and investments) that are not expected to occur on a regular basis either by virtue of quantum or nature.

In arriving at this view, the Directors have also taken cognisance of the regular requests by users of the consolidated financial

statements, including shareholders, regarding the quantum and nature of abnormal items within the GAAP-compliant results and the

way shareholders distinguish between GAAP and non-GAAP measures of profit.

The disclosure of the non-GAAP financial information is also consistent with how the financial information for the Group is reported

internally, and reviewed by the Chief Executive Officer as its chief operating decision maker, and provides what the Directors and

management believe gives a more meaningful insight into the underlying financial performance of the Group and a better understanding

of how the Group is tracking after taking into account items of an abnormal nature, including items that are unlikely to recur or

otherwise unusual in nature.

Non-GAAP financial information does not have standardised meaning prescribed by GAAP and therefore may not be comparable to

similar financial information prescribed by other entities.

In collating the Trend Statement, the Directors have taken into account all of the requirements within the guidance note. More

specifically, these include:

—outlining why non-GAAP financial information is useful to investors and how it is used internally by management;

—identifying the source of non-GAAP financial information;

—ensuring that:

–non-GAAP financial information is not presented with undue and greater prominence, emphasis or authority than the

most directly comparable GAAP financial information;

–presentation of non-GAAP financial information does not in any way confuse or obscure presentation of GAAP

financial information;

–a reconciliation from the non-GAAP financial information to the most directly comparable GAAP financial information,

including that for the previous period, can be easily accessed (see page 110);

–a consistent approach is adopted from period to period with respect to the presentation of non-GAAP financial

information, including that for comparative periods;

–where there is any change in approach from the previous period, the nature of the change is explained and the reasons

and financial impact provided;

–non-GAAP financial information is unbiased; and

—taking care when describing, or referring to, items as ‘one-off’ or ‘non-recurring’.

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

110111
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (CONT'D)DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (CONT'D)

RECONCILIATION OF GAAP-COMPLIANT TO NON-GAAP-COMPLIANT MEASURES OF PROFIT AFTER TAX

Year ended 30 June 2025 Year ended 30 June 2024

GAAP

$000

Adjustments

$000

Normalised

$000

GAAP

$000

Adjustments

1

$000

Normalised

$000

Revenue $88,424 - $88,424 $80,294 - $80,294

EBITDA 21,584 (35,129)(13,5 4 5) 6,365 (11,0 51)(4,6 8 6)

Depreciation - owned assets(1,166) - (1,166)(858) - (858)

Depreciation - right-of-use assets(1,129) - (1,129)(1,057) - (1,057)

Amortisation - intangible assets(25) - (25)(25) - (25)

EBIT 19,264 (35,129)(15,865) 4,425 (11,0 51)(6,626)

Finance costs(860) - (860)(825) - (825)

Finance income 1,032 - 1,032 1,344 - 1,344

Profit/()Loss) before tax 19,436 (35,129)(15,693) 4,944 (11,0 51)(6,1 0 7 )

Tax expense(333) - (333)(301) - (301)

Profit/(Loss) after tax 19,103 (35,129)(16,026) 4,643 (11,0 51)(6,4 0 8)

Abnormal gains after tax 35,129 35,129 11,051 11,051

Profit after tax (GAAP) - $19,103 - $ 4,6 4 3

1

$495,000 of costs for year ended 30 June 2024 reclassified as restructuring costs to align with current year presentation

Analysis of abnormal items

1

Year ended 30 June 2025 Year ended 30 June 2024

Profit before tax

$000

Tax effect

$000

Profit after tax

$000

Profit before tax

$000

Ta x e ff e c t

$000

Profit after tax

$000

Cyclone Gabrielle related

insurance income 42,230 - 42,230 26,500 - 26,500

Cyclone Gabrielle related asset

write offs and expenses and

asset impairment reversed(2,568) - (2,568)(1 3,8 81) - (1 3,8 81)

Whanganui fire related insurance

income 527 - 527 - - -

Whanganui fire related asset

write offs(1,4 39) - (1,4 39) - - -

Restructuring costs(2,7 2 5) - (2,7 2 5)(1,56 8) - (1,56 8)

Onerous contract(896) - (896) - - -

To t al $35,129 - $35,129 $11,051 - $11,051

1

$495,000 of costs for year ended 30 June 2024 reclassified as restructuring costs to align with current year presentation

Calculation of basic and diluted earnings per share under GAAP and non-GAAP measures of profit after tax

Year ended 30 June 2025

GAAP-compliant

reported profit

after tax

Reverse abnormal

items (net of tax)

where applicable

Non-GAAP-

compliant

normalised profit

after tax

Profit attributable to shareholders ($000) 19,103 (35,129)(16,026)

Weighted average number of ordinary shares (basic) 70,657,464 70,657,464

Earnings per share (basic) (cents) 27.04 (22.6 8)

Weighted average number of ordinary shares (diluted) 71,657,464 71,657,464

Earnings per share (diluted) (cents) 26.66 (22.36)

Year ended 30 June 2024

Profit attributable to shareholders ($000) 4,643 (11,0 51)(6,4 0 8)

Weighted average number of ordinary shares (basic) 70,069,426 70,069,426

Earnings per share (basic) (cents) 6.63 ( 9.1 5 )

Weighted average number of ordinary shares (diluted) 71,069,426 71,069,426

Earnings per share (diluted) (cents) 6.53 ( 9.0 2 )

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

112113
CORPORATE DIRECTORY

BOARD OF DIRECTORS

Rob Hewett

Independent

Chair of the Board of Directors

Member of Audit and People & Performance Committees

Julie Bohnenn

Independent

Chair of Audit Committee

Trevor Burt

Independent

Chair of People & Performance Committee

Member of Audit Committee

Murray Dyer

Independent

Member of People & Performance Committee

DIRECTOR EMERITUS

Grant Biel B.E. (Mech.)

CHIEF EXECUTIVE OFFICER

Craig Woolford

EXECUTIVE LEADERSHIP TEAM

Chief Financial Officer Victor Tan

Chief Technology Officer Caio Diehl

General Manager Sales New Zealand Warren Drinkwater

General Manager Sales Australia Michael Ingham

General Manager Wool Procurement Shane Eades

SENIOR MANAGERS

General Manager Tufting Plant Jason Howearth

General Manager Yarn Plants Andrew Karl

General Manager Logistics and Property Garth Clarke

Marketing Communications Manager Padgett Johnson

Group Technical Manager Chris Nabney

Product Development Manager Amit Gupta

COMPANY SECRETARY

V ic to r Ta n

FOUNDING SHAREHOLDER

The late Anthony Charles Timpson ONZM

REGISTERED OFFICE

7 Grayson Avenue, Auckland 2104,

P O Box 97040, Auckland 2241.

Telephone: 0800 808 303, +64-9-277 6000, Website: bremworth.co.nz

SHARE REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Auckland 0622,

Private Bag 92119, Auckland 1142.

Telephone: +64-9-488 8700, Facsimile: +64-9-488 8787, Investor Enquiries: +64-9-488 8777.

AUDITOR

PricewaterhouseCoopers

LEGAL ADVISORS

Russell McVeagh

BANKERS

Bank of New Zealand

National Australia Bank Limited

WEBSITES

Corporate bremworth.co.nz/investor-centre

Carpet Operation bremworth.co.nz

bremworth.com.au

Wool Operation elcodirect.co.nz

Share Registrar computershare.com/nz

BREMWORTH ANNUAL REPORT 2025GOVERNANCE AND OTHER DISCLOSURES

Bremworth Ltd

7 Grayson Avenue, Auckland 2104, P O Box 97040, Auckland 2241

Telephone: 0800 808 303, +64-9-277 6000 www.bremworth.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.