Annual Report
RETAIL
IS OUR
WORLD.
Briscoe Group
Limited
Annual Report 2026
04 At a glance
06 Board of Directors’ Report
08 Managing Director’s Report
12 Financial Performance
14 Strategy
16 Supply Chain
18 Customer Base
20 Sustainability
28 Climate-Related Disclosures
40 Independent Assurance Report GHG
44 Consolidated Financial Statements
82 Independent Auditor’s Report
86 Corporate Governance Statement
102 General Disclosures
104 Top 20 Shareholders
105 Directory
Contents
3Briscoe Group Limited Annual Report 2026
At a glance
We are a leading New Zealand retailer
with a blend of bricks-and-mortar and
online shopping channels, offering
our customers the best range of
international brands at great prices.
47
BRISCOES
HOMEWARE STORES
43
REBEL SPORT
STORES
01
DISTRIBUTION
CENTRE
01
AUCKLAND BASED
SUPPORT CENTRE
4Briscoe Group Limited Annual Report 2026 | At a glance
5Briscoe Group Limited Annual Report 2026
Board of
Directors’
Report
Against a backdrop of sustained
pressure on consumer confidence
and discretionary spending,
Briscoe Group delivered a resilient
performance in the year ended
25 January 2026. In this context,
the Board is very pleased with
the Group’s disciplined execution,
continued progress towards
its strategic priorities, and the
maintenance of a strong operating
rhythm while investing through
the cycle to support long-term
performance.
Retail continues to evolve rapidly as customer
expectations rise across value, convenience, delivery
speed and channel choice. The Board remains focused
on ensuring that Briscoe Group is positioned to respond
to these shifts through targeted investment in capability,
infrastructure and systems that strengthen the Group’s
competitive position and support sustainable value
creation.
During the year, the Group continued to progress its
strategic initiatives, including further advancement of
the new North Island distribution centre at Drury, which
remains on schedule and within budget.
To maintain appropriate flexibility as the Group
progresses through the final stages of its major
investment programme, a committed $30 million trade
finance facility was established during the year (undrawn
at balance date).
The Board maintains close oversight of the Group’s
strategy and risk profile, including economic conditions,
supply chain resilience, cost pressures and emerging
geopolitical risks. The Board is satisfied that appropriate
governance, oversight and mitigation strategies remain
in place as the business navigates a period of heightened
uncertainty. The Board also recognises that the Group’s
performance is underpinned by the capability and
commitment of its people across the organisation, led
by Managing Director Rod Duke, and strongly supported
by Chief Operating Officer Andrew Scott and Chief
Financial Officer Geoff Scowcroft. The innovation, energy
and focus of the broader team are evident on a daily
basis and continue to strengthen execution, results and
preparedness for ongoing success.
Dividend
The Directors have resolved to pay a fully imputed final
dividend of 10.0 cents per share. When combined with the
interim dividend of 10.0 cents per share, this brings the
total dividend for the year to 20.0 cents per share. This
outcome is consistent with the Company’s dividend policy
of paying out at least 60% of full-year net profit after tax,
while retaining appropriate financial capacity to complete
the Group’s major investment programme.
The Board remains committed to maintaining a
sustainable dividend profile, balancing shareholder
returns with the need to invest in the long-term capability
and resilience of the business.
Corporate Governance
Briscoe Group operates under a strong governance
framework aligned with NZX and ASX requirements and
recognised best-practice principles. The Board maintains
an active focus on oversight of strategy, risk management,
capital allocation and organisational culture, particularly
during a period of heightened external uncertainty and
significant internal change.
The Board remains committed to the alignment of
executive remuneration with long-term shareholder
outcomes. Under the Senior Executive Incentive Plan,
selected executives may be granted equity-settled
performance rights that vest subject to performance
hurdles linked to Total Shareholder Return and Earnings
Per Share growth over three-year periods. During the year,
the eighth tranche of performance rights was issued. At
balance date, 474,874 performance rights were on issue
across unvested tranches. No performance rights vested
during the year and, accordingly, no shares were issued
as a result of vesting. The Group recognised $569,806 of
equity-based remuneration expense during the period
and the equity-based remuneration reserve closed
at $1.0 million.
The Board places a strong emphasis on maintaining an
appropriate balance of skills, experience and perspectives,
with a continued focus on orderly refreshment and
continuity of leadership over time. Chair Dame Rosanne
Meo has advised that she does not intend to seek
re-election at the end of her current term, which concludes
at the Annual Shareholders Meeting in May 2027.
Andy Coupe will retire from the Board at the upcoming
May 2026 Annual Shareholders Meeting. Andy has made
a significant contribution to Briscoe Group over nearly ten
Briscoe Group Limited Annual Report 2026 | Board of Director’s Report6
7
years as a director, most notably through his role as Chair
of the HR Committee, where his insight, judgement and
leadership have been instrumental in shaping the Group’s
people, remuneration and governance frameworks. On
behalf of the Board, we thank Andy for his outstanding
service and commitment and wish him all the very best
for the future.
The Board is also pleased to welcome Mark Cairns, who
was appointed as an Independent Non-Executive Director
effective 1 November 2025. Mark is an experienced
business leader with strong credentials in logistics,
infrastructure, complex supply chains and capital markets,
and we believe his experience and perspective will be of
considerable value as the Group enters the delivery phase
of its major supply chain investment.
The Board continues to support the Group’s “Steps to a
Better Tomorrow” programme, reflecting our commitment
to delivering positive outcomes for our communities, our
people and the environment. During the year, the Group
progressed a range of practical initiatives. Key areas
included ongoing support for community programmes
such as Pass-it-Forward and fundraising for Cure Kids,
alongside initiatives that encourage participation in
grassroots sport.
Operationally, the Group continued to advance waste and
circular-economy initiatives, including further expansion
of the product returns diversion programme, diverting
returns from landfill and supporting local community
outcomes through recovery partners.
The Group also progressed emissions-reduction
initiatives, including completion of the store network
forklift electrification programme, with remaining LPG
units at the distribution centre to be replaced as the new
distribution facility comes on stream.
The Board recognises that sustainability expectations and
regulatory requirements continue to evolve and supports
the Group’s ongoing focus on strengthening governance,
measurement and reporting disciplines, including
continued development of climate-related disclosures and
Scope 3 emissions capability.
Conclusion
This year again demonstrated the resilience of the Briscoe
Group business model and the strength of its disciplined,
sustained approach to strategy and investment. While
the operating environment remains uncertain, the Board
is confident that the progress being delivered through
the current investment programme will strengthen future
capability, efficiency and competitiveness.
On behalf of the Board, we thank the Group’s
management team and all team members for their
commitment, professionalism and effort throughout the
year, and for their focus on executing the Group’s strategy
as it moves from a period of elevated investment into the
delivery phase of value creation.
Dame Rosanne Meo
Chair
On behalf of the Board
Rod Duke
Mark Cairns
Mark Callaghan
Tony Batterton
Andy Coupe
From left: Rod Duke, Mark Cairns, Dame Rosanne Meo (Chair), Mark Callaghan, Tony Batterton, Andy Coupe.
Briscoe Group Limited Annual Report 2026 | Board of Director’s Report7
Rising to the Challenge
The year ended 25 January 2026 tested execution across
the retail sector, with persistent pressure on consumer
sentiment, discretionary spending and competitive
intensity. In these conditions, our focus remained
disciplined: delivering a strong customer proposition,
maintaining operational control, and continuing to
progress our strategic programme designed to strengthen
the Group’s long-term capability.
Throughout the year, teams across stores, online,
distribution and support functions remained focused
on the fundamentals - quality ranging, promotional
effectiveness, inventory discipline and cost control - while
also delivering material progress on major initiatives.
Central to delivering this performance in a demanding
environment was the adaptability and commitment of our
people across the Group.
Investing in Our People
Investing in our people remains fundamental to how the
Group delivers results and sustains execution through
periods of change. Throughout the year, we continued
to build depth of capability across stores, distribution
and support functions, while supporting teams through
significant operational and strategic change. This focus
on leadership, capability development and wellbeing
underpins our ability to execute at pace and positions the
business strongly for the next phase of delivery from our
strategic programme.
Strengthening leadership capability was a key focus
during the year and we were delighted to welcome Sam
Aitken to the Group in February as General Manager
Retail Operations. She is a highly accomplished and
results driven retail executive with more than 25 years of
progressive leadership experience across major national
and international retail chains, including Coles, Dan
Murphy’s, Tesco and Asda. We look forward to Sam’s
contribution as we continue to evolve our store network
and lift execution capability across the Group.
Executing with Discipline
The operating environment required constant calibration
between customer value, promotional activity and
operational efficiency. We remained focused on levers
within our control, including maintaining the quality and
flow of inventory and continuing to improve productivity
across the end-to-end operating model.
A defining feature of the year was the delivery of major
projects at pace - including online platform changes and
continued progress on the new distribution centre build
- while sustaining strong customer outcomes and service
standards across both brands.
Customer advocacy remained a clear strength, with Net
Promoter Scores achieving record levels during the year,
reflecting consistent execution in-store and online and the
ability of teams to absorb significant operational change
without compromising the customer experience.
Evolving the Store Experience
Our store network remains central to the Group’s
customer proposition. With over 80% of sales still
completed in-store, we continue to invest in store formats
and refurbishments that keep both brands modern,
energetic and aligned to how customers shop today, while
also improving omnichannel capability and supporting
stronger service outcomes.
A major milestone during the year was the opening of
our first Rebel Sport flagship concept, Rebel X, following
the transformation of the existing Mt Wellington store.
Rebel X sets a new benchmark for sports retail in
Australasia, combining elevated product presentation
with a more immersive shopping environment and
digitally enabled elements designed to lift engagement
and conversion. Customer and supplier feedback has
been overwhelmingly positive, and sales have continued
to build since launch.
Alongside the flagship launch, we progressed other
meaningful store development projects. Briscoes
Homeware Westgate and Rebel Sport Henderson were
refurbished into next-generation retail environments,
improving the look and feel of the stores and
strengthening operational functionality to support a more
seamless customer experience.
We also largely completed the redevelopment of the
Rebel Sport Wellington CBD store, expanding its footprint
and repositioning it as a contemporary high-street
concept on Cuba Street. This investment reflects our
focus on evolving store formats to suit location-specific
customer behaviours and to keep the brand experience
compelling in key markets.
Looking ahead, we remain committed to continued
development of the store network as part of the broader
strategic programme. The new distribution centre and
associated uplift in inventory flow capability will support
improved performance per square metre with more
efficient use of retail space across the store portfolio
over time. While we will remain disciplined in the current
trading environment, further store projects will continue
to play an important role in maintaining brand strength
and supporting long-term growth as conditions normalise.
Managing
Director’s
Report
Briscoe Group Limited Annual Report 2026 | Managing Director’s Report8
Digital and Online Momentum
During the year, we delivered two significant platform
upgrades: migration of our online stores to Adobe
Commerce and the launch of Marketplacer to scale our
direct-to-customer offer. These investments enhance
performance, scalability and functionality, and provide
a strong foundation to continue improving the online
customer experience and range expansion over time.
Strategy — Delivering the Best Retail
Experience
Retail continues to evolve rapidly, shaped by technology,
changing customer behaviours, higher expectations of
service and value, and an environment where competitive
intensity remains elevated. Our response is deliberate and
multi-year: investing to ensure Briscoe Group remains
relevant and easy to do business with, compelling in both
store and online experiences, and positioned to deliver
productivity gains that can be reinvested in customer
value and growth.
The effective translation of this strategy into delivery is
supported by clear executive ownership and disciplined
execution. Our Chief Operating Officer, Andrew Scott,
has played a central role in driving this approach —
aligning strategic intent with delivery, strengthening
execution capability across the business and maintaining
momentum across a complex portfolio of interconnected
initiatives.
Our strategic programme is designed to strengthen
capability across four connected areas: supply chain
transformation; merchandise planning and analytics
(including Impact Analytics); retail experience
evolution (including flagship concepts and ongoing
store upgrades); and digital capability uplift through
Adobe and Marketplacer. These investments have been
complemented by the confirmation late in the year of the
Group’s move to SAP S/4HANA, further strengthening the
scalability and resilience of our core technology platform.
The common thread across these initiatives is capability
- building a platform that supports stronger customer
outcomes while unlocking efficiency and flexibility across
the operating model.
Distribution Centre Programme — Drury
The new North Island distribution centre at Drury remains
the largest capital investment programme the Group has
undertaken and is a transformational step-change in our
supply chain capability. The programme is designed to
materially improve inventory flow, increase availability
and efficiency across the store network and online, while
providing the platform for future range growth and
productivity gains.
Progress through the year remained strong, with the
project continuing on time and within budget. The
construction phase advanced materially with building
handover expected late April 2026.
A deliberate feature of our approach has been phasing
major system and operational change to reduce
implementation risk and to build capability ahead of
the move. The Group’s new Warehouse Management
System (WMS) Phase 1 has been operating in the current
distribution centre since July 2024, enabling our team to
upskill and embed new processes before transitioning into
the new facility. Configuration, development and testing
of Phase 2 of the WMS for use in the new Drury site
progressed through 2025 and runs through to early 2026.
Briscoe Group Senior Leadership Team (from left): Isabel Campbell, Rod Duke, Geoff Scowcroft, Sam Bruton,
Andrew Scott, Samantha Aitken, Shaun Lynch, Darren Porteous, James Baillie.
9
execution across stores and online. Second, we will move
further into the value delivery phase of our strategic
programme, with the Drury Distribution Centre a central
focus. As the site progresses through commissioning and
ramp up, we expect benefits to begin emerging toward
the end of 2026, with increasing flow through thereafter as
automation, throughput and operating stability build. Over
time, this is expected to support improved inventory flow,
service levels and productivity across the Group as the end-
to-end supply chain reaches higher utilisation and maturity.
In parallel, we will continue to embed and extend our
digital and merchandise planning capabilities - leveraging
Adobe, Marketplacer and Impact Analytics to improve
customer experience, range execution and decision quality.
As this significant investment programme progresses,
disciplined capital management and financial stewardship
remain critical. Our Chief Financial Officer, Geoff
Scowcroft, continues to play a key role in ensuring the
Group maintains balance sheet strength and financial
flexibility while supporting continued investment through
the cycle.
Importantly, we see the coming period as one where
the Group’s investments increasingly translate into
improved operating leverage. While we remain realistic
about near-term conditions, we are confident and excited
that the combination of a strong customer proposition,
disciplined execution and a significantly upgraded platform
positions Briscoe Group well to grow market share and
improve profitability over time as conditions normalise. The
objective is not simply to navigate the current environment,
but to emerge from it with a stronger capability base and a
clear pathway to sustained value creation for shareholders
over the next three to four years.
Rod Duke
Group Managing Director
The new Drury facility is designed to enable a substantial
uplift in distribution capability, including improved
replenishment frequency and better allocation of stock to
stores. A key strategic objective is to reduce the amount
of stock held in stores by holding more inventory centrally
and replenishing stores more frequently in line with
demand—supporting improved on-shelf availability and
better use of retail floor space over time.
The programme also includes a major automation
component. The automation design phase commenced
in December 2025, with final installation targeted for
September 2026 following commissioning and testing,
and with volume ramp-up expected through the latter
part of 2026. This staged approach allows the business to
commence manual operations from Drury first, stabilise
the new site, and then progressively scale throughput as
automation comes on stream.
Looking ahead, the programme remains focused on
disciplined execution across three priorities: completing
the physical build and transition into the new site,
stabilising initial operations, and then commissioning and
scaling automation capability. This phased approach is
intended to reduce implementation risk, embed new ways
of working and ensure the operation is well positioned
to scale throughput as automation is progressively
introduced.
Forward View
Looking ahead, we expect the operating environment to
remain uncertain in the near term. While there have been
signals of easing inflationary pressure and lower interest
rates, consumer confidence can take time to respond and
competitive intensity across retail remains high. Global
developments also have the potential to reintroduce
volatility to fuel prices and freight, with flow-through
impacts for operating costs and household budgets.
Our priorities for the year ahead are clear. First, we will
continue to protect the fundamentals through disciplined
inventory management, tight cost control and strong
Briscoe Group Limited Annual Report 2026 | Managing Director’s Report10
11Briscoe Group Limited Annual Report 2026
The year ended 25 January 2026 was characterised by
a challenging retail environment, with ongoing pressure
on consumer confidence and discretionary spending.
Against this backdrop, the Group delivered record sales
and a solid financial outcome, supported by strong
operational execution, disciplined inventory management
and continued focus on cost control, while progressing a
significant investment programme.
Revenue
Total Group sales for the year were $798.8 million,
an increase of 0.93% on the prior year. Both trading
segments contributed to the growth, with Homeware sales
increasing 1.42% to $496.8 million and Sporting Goods
sales increasing by 0.13% to $302.1 million. Delivering sales
growth in a highly competitive market reflects strong
execution across both store and online channels.
The Group’s online business continued to grow, with online
sales reaching 20.04% of total Group sales, compared with
19.69% in the prior year. The successful implementation
of the Adobe Commerce platform and the launch of
Marketplacer during the year have enhanced performance,
scalability and functionality, providing a strong foundation
for future online growth and range expansion.
Gross Margin
Gross profit for the year was $313.4 million, with a gross
profit margin of 39.23%, compared with 40.37% in the
prior year. Margin pressure remained a feature of the year,
particularly through the first half, reflecting sustained
competitive intensity in a highly value-driven market.
Encouragingly, through targeted promotional adjustments
and a sharper focus on specific trading opportunities, the
rate of margin decline improved materially in the second
half, with the year-on-year decline reducing to around 76
basis points in the second half compared with around 154
basis points in the first half. The Group continues to focus
on improving gross margin quality over time through
promotional effectiveness, inventory discipline and the
benefits expected to flow from investments in advanced
merchandise planning capability.
Operating Costs
Cost control remained a key focus throughout the year
with total store and overhead costs only 1.19% higher than
the previous year. Store expenses were $127.9 million
and administration expenses were $90.1 million. Wages,
salaries and other short-term benefits totalled $100.7
million. While cost inflation persisted across the sector,
disciplined expense management enabled the Group to
continue investing in strategic initiatives while maintaining
tight control over the cost base.
Net Profit After Tax (NPAT)
Net profit after tax for the year was $59.2 million,
compared with $60.6 million in the prior year. Interest
income declined to $3.0 million from $6.1 million in the
prior year, reflecting lower interest rates and reduced cash
balances as major capital investment projects progressed.
Earnings per share was 26.6 cents (diluted 26.5 cents).
Balance Sheet
The Group’s balance sheet remains strong. Cash and cash
equivalents at year end were $130.3 million, with no drawn
term debt. Inventories were $90.8 million, $8.9 million
lower than the prior year, reflecting continued discipline in
both the quantity and quality of stock. Total assets were
$697.1 million, with net assets of $305.8 million.
Net cash inflows from operating activities were $102.4
million. Investing cash outflows totalled $50.4 million,
primarily relating to continued capital investment, while
financing cash outflows of $64.0 million largely reflected
dividend payments and lease liabilities.
During the year, the Group invested $49.1 million in
property, plant and equipment and $1.3 million in
intangible assets. This compares with a total of $58.2
million invested in the prior year and reflects the Group’s
continued commitment to a period of elevated capital
investment, with a further $57 million capital expenditure
anticipated in the next financial year as the distribution
centre project progresses toward completion.
Capital commitments at year end were $33.8 million,
predominantly relating to the distribution centre
construction, fit-out and automation programme.
With the significant investment underway, combined with
the seasonality of the Group’s operational cashflow a
trade finance facility was established during the year and
we expect to commence drawdown by early April 2026 to
support planned timing of project expenditure.
Overall, the Group’s financial performance for the year
reflects a resilient operating model, a strong balance sheet
and disciplined financial management, positioning Briscoe
Group well as it transitions from a period of elevated
investment toward the delivery of longer-term benefits
and improved profitability.
Geoff Scowcroft
Chief Financial Officer
Financial Performance
Briscoe Group Limited Annual Report 2026 | Financial Performance12
Online sales exceeded 20% of total
Group sales for first time post COVID.
Online mix of sales
%
Record sales achieved for the Group
alongside continued investment.
* 2021 includes 53 weeks of trading
Total revenue*
$M and growth %
* NZ IFRS16 adopted from 2020.
Solid NPAT performance delivered
in a tough trading environment.
Net profit after tax*
$M and sales %
Key Performance Indicators
0.9%
0.8%
-0.1%
605.1
585.9
631.9
653.0
701.8
744.4
792.0
791.5
798.8
6.1%
5.6%
7. 5%
4.4%
5.5%
3.3%
3.3%
785.9
202020212019
2018
201720222024202520262023
Margin performance reflects
sustained economic downturn
and competitive intensity.
Decline in margin is reducing with
goal to return to positive growth
for 2026/27.
Gross profit margin
%
* Approximately $30 million of creditor payments made
immediately after balance date in 2025 (2024: $20M, 2023
$26m).
Free cash flow (defined as net cash
from operating activities less capital
expenditure) maintained whilst
progressing strategic initiatives.
Free cash flow*
$M
202020212019
2018
2017
55.5
75.0
49.0
60.3
81.1
76.6
51.6
52.0
202220252026
128.0
108.3
20232024
* 2020 12.5cps dividend cancelled as a result of Covid
pandemic 2021 Includes 6cps special dividend.
Maintained fully imputed dividend
whilst ensuring financial capacity
to complete major investment
programme.
Dividends per share*
cents
202020212019
2018
2017
19.0
18.0
20.0
8.5
28.5
2 7.0
22.5
20.0
202220252026
28.0
29.0
20232024
** 2025 Excludes the impact of $7.4M tax adjustment
45.8%
42.4%
40.4%
43.8%
40.1%
40.6%
40.0%
202020212019
2018
2017202220242023
44.0%
39.4%
PRE COVID
ECONOMIC
DOWNTURN
39.2%
20252026
10.6%
8.6%
7.4%
202020212019
2018
2017
61.3
59.4
63.4
62.6
73.2
8 7. 9
84.2
68.0
59.2
2022202420252026
11.8%
11.3%
10.4%
10.0%
10.1%
9.6%
10.1%
88.4
2023
202020212019
2018
201720222024202520262023
11.3%
6.1%
21.5%
18.7%
19.7%
20.0%
18.8%
10.0%
8.2%
19.0%
Briscoe Group Limited Annual Report 2026 | Financial Performance13
The past year marked a pivotal phase, representing
the largest period of implementation and significant
progress toward completing the construction of the new
DC. As this phase concludes, our focus now shifts from
implementation to delivering measurable value across
the organisation.
Over the past two years, we have advanced a coordinated
programme of initiatives designed to strengthen our
operational foundations, modernise our systems, and
improve service consistency. The strategic plan continues
to progress as expected, with all major workstreams
either nearing completion or scheduled for delivery within
the year ahead.
Strategy
Progress Against Our Strategic Plan
As we enter the third year of our multi-year strategic plan, we are pleased
to report that we remain firmly on track to deliver the outcomes we
committed to at the outset.
GROUP STRATEGY 2024 – 2027
LONG TERM GROWTH
ACCELERATION
RETAIL EXPERIENCE
EVOLUTION
SUPPLY CHAIN
TRANSFORMATION
BUILDING
BLOCKS
Explore new business
opportunities to drive
meaningful growth.
Accelerate Direct-To-Customer
(DTC) sales.
Online platform upgrade.
Optimisation of store space.
Flagship store concepts.
Electronic Shelf Labels (ESL).
Rebel Sport & Briscoes
Homeware product range
refinement.
Stronger cross-sell & upsell
focus.
Loyalty evolution.
New Auckland Distribution
Centre (DC).
Improve inventory allocation and
replenishment.
Enhance Rebel Sport inventory
efficiency.
Scalable technology architecture.
Strengthen people capability and
capacity.
Automation and use of AI
to simplify processes.
Increase positive impact
through sustainability.
DELIVERED IN YEAR END JAN 2026
• Adobe online platform fully
implemented.
• New DTC platform fully
implemented.
• ESL functionality further
tested to enhance customer
experience.
• REBEL X flagship store
completed and opened
November 2025.
• Successfully integration of
new Warehouse management
system into existing DC.
• First two Impact Analytics
modules launched to support
inventory decisions.
• ERP upgrade decision to move
to SAP/4HANA confirmed
• Over 40 team members
completed Leadership
Development Programme.
• Increasing use of AI technology
across the business.
KEY DELIVERABLES FOR YEAR END JAN 2027
• Further range expansion with
new brands and categories
being piloted.
• Exploration of new
partnerships to optimise
return on store space.
• Rebel Sport loyalty program
tech build completed; pilot
launch Q2 2026.
• Completion of Briscoes
Homeware flagship store
design.
• Practical completion for new
DC end April 2026.
• Manual operations commence
end April 2026.
• Automation build completed
end September 2026.
• Automation volume ramp up
in Q4 2026.
• All six Impact Analytics
modules live by end of 2026.
• Completion of S/4HANA
platform build.
• Leadership program expanded
to duty managers.
Completing the Final Year of Investment
This year marks the completion of the plan’s investment
cycle, including the rollout of key technology platforms,
process improvements, and organisational changes. Our
structured and disciplined approach to delivery has ensured
strong momentum, even as the economic challenges and
operational demands have grown more complex.
A cornerstone of this year’s work is the continued
investment in our supply chain. Enhancements such as
improved forecasting, optimising inventory management
are delivering clear commercial benefits. Looking
forward the new Drury DC will deliver Increased product
availability driving stronger sales performance and
contribute directly to improved margins. These gains
reflect the core purpose of our transformation: to
strengthen our operations in ways that drive sustainable
growth and improve the customer experience.
Briscoe Group Limited Annual Report 2026 | Strategy14
Shifting Focus to Value Delivery
With the foundational work nearing completion, the
year ahead represents an important transition. Our focus
will move from building new capability to realising the
full value of our investments. This next phase includes
embedding improved processes, leveraging enhanced
data insights, and driving continuous improvement across
the business.
The shift to value delivery is where the cumulative
benefits of the past three years will begin to be fully
realised — through increased productivity, stronger
financial performance, more consistent execution, and
better outcomes for our customers and partners.
The year ahead
As we move into this critical next stage, our priorities
remain clear. We will continue to maintain strong
alignment with our strategic objectives, ensure disciplined
execution, and concentrate on converting investment
into measurable results. The work completed over the
past three years has positioned us strongly for the
future, and the year ahead will be instrumental in turning
this foundation into long-term, sustainable value. Most
importantly, the strategic plan is setting us up to deliver
the best retail experience for our customers — one that is
more reliable, more responsive, and more rewarding than
ever before.
Andrew Scott
Chief Operating Officer
15Briscoe Group Limited Annual Report 2026 | Strategy
Our Supply Chain Transformation
programme remains on track
and under budget. During the year,
we continued to progress Phase 2,
which will deliver a purpose-built
distribution capability to support
improved service levels, enhanced
operational efficiency and
future growth.
Construction of the new Distribution Centre (DC) at Drury
commenced in February 2025 and is scheduled to be
completed in April 2026. We expect the physical transition
to the new site to be completed during May 2026. Initial
operations from the Drury DC are planned to commence
from late April 2026, operating with manual order-
processing processes prior to the automation go-live.
The build of the automation system commenced in
December 2025 and remains on track for completion
by September 2026. The end-to-end design required
to support automation has been agreed, built into the
facility, and will be fully tested prior to deployment.
Supply Chain
Transformation
Phase 1 focused on establishing foundational systems
and insights. In July 2024 we successfully deployed a
new Warehouse Management System (WMS) in our
existing distribution centre. Learnings from operating the
WMS in a live environment have directly informed the
configuration and optimisation being implemented for the
new Drury DC.
Phase 2 has continued to progress well. The warehouse
systems design was completed in 2025, with the solution
now built and currently undergoing testing to support the
Drury go-live and subsequent automation.
Once fully implemented, the new DC and supporting
technology are expected to deliver tangible benefits,
including:
• a state-of-the-art facility, equipment and systems
that improves efficiency and sustainability
• lower store stock holdings through increased DC-
based inventory and more frequent, demand-driven
replenishment
• improved on-shelf availability, reducing out-of-stocks
and supporting sales growth over time
• an expanded and more flexible product range,
including the potential to introduce new product
categories
Key Milestones Timeline
JULY 2024
Deployed new Warehouse
Management System (WMS)
at our existing distribution
centre (Phase 1).
Commenced construction
of the new Drury
Distribution Centre (DC).
FEBRUARY 2025
Commenced build
of the automation
system.
DECEMBER 2025
2025
Completed Phase 2
warehouse systems design.
Briscoe Group Limited Annual Report 2026 | Supply Chain16
Planned commencement
of operations from the Drury
DC using manual processes.
END OF APRIL 2026
Scheduled completion
of the automation
system build.
SEPTEMBER 2026
APRIL 2026
Scheduled
completion of Drury
DC construction.
MAY 2026
Expected completion of
transition from the existing
DC to the new Drury site.
17Briscoe Group Limited Annual Report 2026 | Supply Chain
The Strength of
our Customer Base
Customer Focus at the Core
Delivering outstanding customer experiences remained
a central focus for Briscoe Group throughout FY26,
underpinned by continued investment across our store
network, digital platforms and loyalty programmes. Our
commitment to serving New Zealand customers better
every day was reflected in record levels of customer
satisfaction across both brands.
Record Net Promoter Scores
Customer advocacy remained strong during the year.
Briscoes Homeware achieved an annual Net Promoter
Score (NPS) of 81, while Rebel Sport recorded an NPS
of 74. These results represent the highest satisfaction
levels delivered over the past four years, reflecting the
effectiveness of our customer-led strategy.
BRISCOES
customer
satisfaction
REBEL SPORT
customer
satisfaction
Briscoe Group Limited Annual Report 2026 | Customer Base18
Enhancing the In-store Experience
We continued to elevate the in-store experience
through targeted investment in store formats, layout
and visual merchandising. The opening of Rebel Sport
Panmure as
a Rebel X flagship store showcased our ambition to
deliver the best retail experience in New Zealand. Its
expanded footprint, immersive layout, enhanced digital
integration and product customisation services provide
a more engaging, inspiring and accessible environment
for customers.
Investing in Digital and Omnichannel
Capability
Digital capability remained a key pillar of our FY26
customer experience strategy. During the year, we
delivered two new best-in-class eCommerce and
direct-to-customer platforms, enhancing online
usability while unlocking new supplier growth
opportunities. These investments supported continued
growth across online and Click & Collect channels, and
further strengthened integration between our digital
and physical retail experiences.
Strengthening Loyalty
Our Club programmes continued to play an important
role in strengthening customer relationships, driving
higher engagement, frequency and spend across both
brands. Building on this momentum, we are preparing
to launch a new rewards proposition - a first for
the New Zealand sports market. This programme is
designed to deliver more personalised and meaningful
rewards. This initiative is expected to further increase
customer engagement, shopping frequency and
lifetime value over time.
After a comprehensive refurbishment,
Rebel Sport Panmure relaunched as
a flagship store. The Rebel X concept
delivers the best sports
retail experience in New Zealand.
• Immersive shopping experience designed to engage
and inspire customers.
• Expanded full-service footwear department,
featuring a 36% larger footprint delivering increased
range and accessibility.
• Product customization services to deliver a more
personalised customer offering.
• Enhanced visual merchandising to elevate product
presentation and brand storytelling.
• Strategic use of digital technology to create a dynamic
and engaging in-store shopping environment.
Delivering
the best retail
experience in
New Zealand
19Briscoe Group Limited Annual Report 2026 | Customer Base
Briscoe Group Limited Annual Report 202620
Sustainability
This year focused on balancing sustainability
commitments with the need to remain commercially
strong in a tough economic environment. We
concentrated on expanding proven initiatives while
trialing small projects and tracking progress, ensuring
our approach continued to generate value for our
communities, the environment and our people while also
supporting long-term value creation for the business.
Strategy Update
During the year, we completed the Materiality Assessment
commenced in late 2024 to evaluate and validate the
direction of our sustainability strategy.
The results confirmed that our existing focus areas
remain appropriate, while identifying opportunities to
refine priorities to better support value creation and
risk management. This informed refinements to the
sustainability strategy, providing a clearer basis for
decision-making, delivery and performance monitoring
over time.
Our sustainability strategy is delivered through the Steps
to a Better Tomorrow Programme, which focuses on three
refined priority areas:
• Community: Contribute positively to the communities
we serve.
• Our People: Create a workplace where our
people thrive.
• Environment: Deliver better for the planet.
As a long-term strategy, our approach will continue to
evolve as expectations, risks, and opportunities change.
A summary of the refined strategy is provided below:
16,725 Pass it Forward balls
through the programme
55 Sporting groups supported
through Rebel Sport grants
across NZ
$967,616 fundraised for child
health research
79.7% of our operational waste
diverted from landfill
114.4 tonnes of product returns
diverted from landfill
42 team members through our
leadership programme
3,126 VR sessions delivered,
reinforcing safe manual handling
practices
23 team members supported
by our enhanced parental
leave policy
B+ Fast Follower in Forsyth Barr
C&ESG rating (FY25: C+ Explorer)
Ensure the
workplace is
inclusive, safe
and fosters
a sense of
belonging.
HELPING ALL NEW ZEALANDERS LIVE BETTER – AT HOME AND THROUGH SPORT.
SUPPORTED ALL THROUGH STRONG GOVERNANCE – Driving oversight, transparency & accountability.
ENVIRONMENT
Deliver better for the planet
Embed
Circularity into
the business.
Support our
team to be
high-performing
in their roles
and see retail as
a career.
Take action
on Climate
and Human
Rights to build
a resilient and
responsible
value chain.
Create a workplace where
our people thrive
OUR PEOPLE
GROUP
MISSION
GOALS
FOCUS
AREAS
PILLARS
Back grassroot
initiatives
and groups
that share our
mission.
Strengthen
connections
with the
communities
we serve.
Contribute positively to the
communities we serve
COMMUNITY
Briscoe Group Limited Annual Report 2026 | Sustainability21
Ethical Supply Chain
Programme
Our Approach to improving supply chain
transparency and reducing Modern Slavery risk
Our Ethical Supply Chain programme operates under a
due diligence framework designed to identify and address
human rights risk. The boundary between decent work,
unsafe or sub-standard work, and modern slavery can be
unclear in some contexts, and so taking action to maintain
decent working conditions is the best approach to
minimise the risk of modern slavery. Current due diligence
tools include an ethical code of conduct (COC), third-party
factory audits and self-assessment questionnaires (SAQ),
which inform both supplier-level and factory-level risk
gradings and support the development of corrective
action plans (CAPR). All programmes run with the support
of Verisio, our ethical supply chain partner who provide
services such as a supply chain management platform,
support to our suppliers, accredited auditors to complete
and grade audits and CAPR.
General Update
Since launching the Ethical Supply Chain Programme,
we have continued to strengthen and expand our
approach and supported suppliers through webinars,
targeted improvement plans, and a reward and
recognition initiative to reinforce good practice.
There were no zero-tolerance cases relating to modern
slavery identified during the reporting period. However,
we recognise that the absence of identified cases does
not indicate the absence of its presence or risk.
1. Overseas Trade Suppliers - suppliers from whom we
import products directly into New Zealand.
Our Overseas Ethical Supply Chain Programme includes
158 suppliers, with 241 declared and active factories.
Each factory is required to provide an internationally
recognised third-party audit for grading as our trading
relationship with overseas factories often involves direct
interactions and own-brand production.
During the year, 155 new audit reports were reviewed
and supported with corrective action plans. Our team
worked alongside suppliers to support improvements
and capability building and by year end, 80% of suppliers
were sitting on a low or medium risk grading.
We are seeing sustained improvement across multiple
audit cycles. Of 142 factories that have completed one
or more cycles, 86% have maintained or improved their
audit grading.
2. Local Trade Suppliers – suppliers providing products
within New Zealand, split into:
• Distinguished Partners – Larger brands with mature
due diligence processes.
• General Partners – Small brands or Agents,
Distributors or Third-Party providers.
• Exclusive Partners – Exclusive or Own brands.
We successfully launched our Ethical Supply Chain
program with local suppliers mid-year 2025 and so far
we have onboarded 163 local suppliers into the
programme requiring either a SAQ or a Third-party
Factory Audit. Factory audits have only been requested
from own-brand or exclusive brand product suppliers.
Regardless of what due diligence is required, all local
suppliers are requested to commit to the standards in our
COC, aligned with the ETI Base Code. Currently we hold
a 94% signature rate with exclusions given in cases where
brands have their own pre-existing Code of Conduct.
Alongside onboarding, we continue to work with suppliers
to make improvements based on the gradings and CAPR
issued. As many of our local suppliers are new to these
due diligence requirements, we have focused on taking
a collaborative approach, providing tailored support and
advice, and focusing on capability uplift.
3. Non Trade Suppliers – service providers and Goods
Not for Resale (GNFR) suppliers operating locally and
internationally.
Throughout 2024, we asked our top 50 non-trade suppliers
(approximately 70% of non-trade spend) to complete a
survey evaluating their environmental and ethical risks.
Auditors then assessed their responses against our
compliance criteria, and an initial risk grading was issued.
Throughout 2025, we worked alongside Non Trade suppliers
to make improvements based on their CAPR, resulting in
98% of suppliers achieving a low-medium risk grading.
While delivering the programme, we identified
opportunities to refine our due diligence approach
which has resulted in the development of a refreshed
programme for rollout in the new year. The refinement
focuses on strengthening baseline expectations,
introducing early risk screening, and applying more
targeted due diligence to higher-risk non-trade suppliers,
aligned to NZ-specific modern slavery risks.
Looking ahead
As expectations around human rights and modern
slavery due diligence continue to increase, we remain
focused on strengthening the maturity, consistency and
effectiveness of our Ethical Supply Chain Programme. In
particular, we are cognisant of the potential introduction
of New Zealand’s Modern Slavery Reporting Bill, which
is expected to formalise reporting and transparency
requirements for large organisations. Our existing
programme provides a strong foundation, and we will
continue to evolve our approach to ensure it remains
robust, defensible and fit for purpose.
Briscoe Group Limited Annual Report 2026 | Sustainability22
Community
“The club was registered back in 1912,
and it’s been a long time since we’ve had
a girls or women’s team here at the club...
Starting a new team can be difficult and
expensive, this Rebel Sport grant means
everything because it just validates our
efforts and keeps us determined to keep
fighting to try and reduce those barriers”
Head Coach
“I joined the Ellerslie Eagles team because
it is a different kind of joy playing on the
field with my friends and family, playing
the sport that I love”
Black Wings Player
Meet the Black Wings Rugby League team,
a new girls team at the Ellerslie Eagles club filled
with energy and determination to get out on the
field. Through the Rebel Sport grant, the club was
able to reduce the financial barriers associated
with joining a club team.
Farina Anchico, Tania Dalton Scholarship recepient
We believe we can create a
better tomorrow by contributing
positively to the communities
we serve. We will do this through:
• Backing grassroot initiatives
and groups that share our mission.
• Strengthening connections
with the communities we serve.
Rebel Sport Grants - Supporting Grassroot
Sports across NZ
Since launching in 2024, the Rebel Sport grants
programme has contributed over $364,900 in funding
and sports gear* to sporting groups and clubs across
the country. This year 55 clubs and sporting groups were
awarded grants, with a strong spread across the North
and South Islands.
* In-kind sports gear values are reported at estimated retail prices.
We identified a lack of sports equipment as a key barrier
to young Kiwis participating in sport. Since the rollout of
the programme, grants have been awarded to maximise
impact and ensure support reaches groups that would
otherwise go without. The stories we hear from recipients
(such as the Black Wings) show the meaningful difference
this support is making and continues to resonate
positively with our customers.
Tania Dalton Scholars excelling
in their fields
We are proud to be supporting three young female athletes
through our partnership with the Tania Dalton Foundation:
Braxton Sorensen-McGee, Farina Anchico and Lani Rawle.
Over the year, each scholar has achieved significant
milestones within their respective sporting pathways.
These scholarships play an important role in enabling
more kiwis to get into sport, ensuring emerging talent
get the financial support they need to stay in the game.
Throughout the year we ran digital campaigns featuring
these athletes to showcase high-performing female role
models to inspire the next generation
of sporting talent.
In 2026 we will be supporting three new female athletes
with scholarships. We look forward to supporting them and
seeing them thrive in their chosen sporting endeavours.
Briscoe Group Limited Annual Report 2026 | Sustainability23
Looking Ahead
As we look to the year ahead, we are focused
on refining how we deliver these community
programmes to maximise social and business
benefits. We are excited by the opportunity to
have a positive impact on NZ grassroot sports and
supporting our communities to live well at home.
Leading into winter, we are excited to announce
the launch of a new programme in Briscoes
Homeware, “buy a blanket, give a blanket”,
a partnership with the Salvation Army and NZ Food
Network to fill a crucial need this winter of warm
blankets to communities in need. Implementing
learnings and building on the success of our Rebel
Sport “buy a ball, give a ball” programme, we look
forward to partnering with our Briscoes Homeware
customers to bring this programme to life.
As part of our refined strategy we set the below
targets for the year ended January 2027, to drive
and track progress against our community pillar.
METRICTARGET
$ invested into grassroot sports
through Rebel Sport Grants.
$160,000
# of young athletes supported
through a mentoring, gear and
financial scholarship.
3 new scholars
# of blankets into Kiwi homes.10,000 blankets
# of balls through the Pass it
Forward programme.
17,000 balls
# of boots re-homed through the
Boot Drive.
2,000 boots
$ fundraised for Curekids$1 milllion
Getting gear to those who need it the most:
Pass it Forward Ball Donations
In partnership with Silver Fern Balls, we run the Pass
it Forward “buy a ball, give a ball” programme, where
for every “Pass it Forward” ball purchased, we donate
another to a club or school in need. Over the year
16,725 Pass it Forward balls were purchased through the
programme to help schools, clubs and community groups
across New Zealand.
This equipment ensures that more kiwis can get involved
in sports and we feel privileged to play such a strong role
alongside Silver Fern Sport in delivering balls to those
that need them the most.
In 2026, we will be looking to partner with further
charities to assist with distributing these balls and
ensuring that those who need the balls, get them.
Biggest Single Fundraising Event
Delivered for CureKids
This year we raised $967,616 for Curekids. While just below
our target of $1 million, it represents a solid outcome in the
context of a challenging economic environment. This result
brings us to almost $14 million raised across our 22-year
partnership, an incredible achievement and commitment
to our charity partner, Curekids.
This year our Rebel Sport 24Hr Challenge raised over
25% of our total funds, becoming the biggest single
fundraising event for both us and for Curekids. Bringing
together 30 teams across Auckland to keep treadmills
and bikes moving continuously for 24 hours, the event
raised $250,953.
These fundraising efforts help deliver key funding for
child health research, with recent grants being awarded
by Curekids for research on developing genetic tests to
speed up the diagnosis of a severe liver disorder, reducing
perinatal brain injury for babies, and improving the remote
care of children with abnormal buildup of fluid in the brain
(through an implantable brain sensor).
23Briscoe Group Limited Annual Report 2026 | Sustainability
Briscoe Group Limited Annual Report 2026 | Sustainability24
We believe we can create a better
tomorrow by creating a workplace
where our people thrive. We will
do this through:
• Supporting our team into
high-performing roles and
see retail as a career.
• Ensuring the workplace
is inclusive, safe and fosters
a sense of belonging.
Investing in our Team
This year we delivered strong internal progression,
reflecting the depth of talent across the Group and our
commitment to developing our people, with more than
310 retail team members progressing into new roles
during the year.
Alongside this, leadership progression across our
retail leadership team remained strong, with ten Duty
Managers promoted to Assistant Retail Manager roles, six
Assistant Retail Managers stepping into Retail Manager
positions, and four Retail Managers advancing to Business
Manager roles. A further twenty one Support Office team
members and five Distribution Centre team members
were promoted internally. Sixteen of those who have been
promoted have also completed our internal leadership
programme.
Structured development continues to be a priority at
every level, supporting clear and sustainable career
pathways across the Group. This year we completed
a comprehensive redevelopment of the Leadership
Programme, representing the first full review since its
introduction in 2021. The redesign was informed by a
formal programme review, participant feedback and
engagement data, and a clear focus on strengthening
relevance, consistency and impact, both for the individual
and the business.
The refreshed programme places a strong emphasis on
the individual leader, encouraging greater self-awareness
and clarity of purpose, while deliberately streamlining
content to focus on a small number of proven frameworks
taught in depth rather than breadth. Additionally, it
is intentionally designed to bring leaders together,
strengthen connection, collaboration, and shared
learning through a streamlined structure and increased
in-person engagement. These changes have delivered
improvements in programme engagement and outcomes,
including higher satisfaction, improved attendance, and
stronger confidence among participants to apply their
learning on the job and in life.
Embedding Learning Through
Innovative Training
Following a successful pilot and trial phase comprising
more than 400 Virtual Reality (VR) training sessions, 2025
marked the transition to roll out the VR-enabled manual
handling training across our teams.
During the year, 3,126 VR sessions were delivered,
reinforcing safe manual handling practices while
complementing existing digital learning. This approach
has enabled consistent delivery of risk training at scale.
The introduction of VR as part of our learning toolkit
reflects a broader commitment to practical, applied
learning that supports safer behaviours in everyday work.
Partnering with the First Foundation
Since 2013, Briscoe Group has awarded 44 First
Foundation Scholarships to our team and their direct
family members. The four-year programme removes
barriers for talented young New Zealanders by
providing financial support, dedicated mentoring,
and meaningful work experience. Many are the first
in their families to attend university, creating impact
that extends across their whānau and communities.
In 2025, we welcomed three new scholars who have
shown strong academic achievement, community
involvement, and leadership. Their contributions
include leading Kapa Haka and Pasifika groups,
coaching netball teams, and fundraising for Riding
for the Disabled, humanitarian causes, and local
food banks.
Our incoming scholars will study Cybersecurity,
Engineering, Psychological Science, Te Reo Māori,
and Youth Wellbeing, with aspirations to become
an Electrical Engineer, Clinical Psychologist, and
a Cybersecurity specialist focused on protecting
people from online harm.
Our partnership continues to strengthen internal
capability, with more of our business leaders
volunteering as mentors across the wider programme.
Many describe the experience as personally
rewarding, offering development opportunities
alongside the privilege of supporting a young person
at a critical stage in their journey.
These scholarships are proudly co-funded by
the R A Duke Family Trust.
Our People
Briscoe Group Limited Annual Report 2026 | Sustainability25
Our Team and their Wellbeing
Supporting the wellbeing of our people remains a focus,
recognising the link between physical health, mental
wellbeing, engagement, and sustainable performance.
Access to Wellbeing Support
At year end, 38% of our team had activated Sonder,
a 24/7 holistic care app providing access to mental
health, medical, and personal safety support. Over the
past year, mental wellbeing support has been the most
utilised feature, with more than 45 team members
receiving medical care from Sonder nurses. In addition,
team members have engaged with wellbeing and safety
content on the platform more than 365 times.
Introducing Sonder represented a significant additional
investment in the physical and mental wellbeing of our
team, and we are encouraged by the strong uptake
and positive feedback, with over 77 comments in our
engagement survey highlighting its positive impact
on wellbeing.
Supporting Families
In April 2025, we launched an enhanced Parental Leave
Policy to further support our people and their families.
The policy introduced income top-ups, continued
KiwiSaver contributions, and paid partner leave. In
the first 10 months following implementation, 23 team
members have accessed these enhanced benefits,
reflecting both the value of the policy and our ongoing
commitment to supporting parents through different
stages of life and careers.
Keeping Our People Safe: Injury Prevention
and Recovery
Supporting the physical wellbeing of our people remains
a priority through a continued focus on injury prevention
and supported recovery. Over the past two years, this
approach has contributed to a reduction of over 20% in
ACC claims and a reduction of more than 30% in recovery
time following injury. These outcomes reflect progress in
preventing harm and the effectiveness of our recovery
practices, supported by clear frameworks and improved
manager capability to ensure safe, timely, and sustainable
returns to work. Recovery is treated as a core component
of wellbeing, helping our people remain connected to
work and supported throughout their return.
Looking Ahead
Looking ahead, our focus is on supporting key business
initiatives, such as our new Distribution Centre, while
continuing to strengthen the people foundations that
enable our team. This includes further enhancing our
leadership capability framework, strengthening our
product knowledge training, and making targeted
improvements across our team member experience
journey. We will also look to develop metrics and targets
to enable consistent tracking of progress against this
pillar. Our approach remains pragmatic, evidence-led, and
focused on what supports effective day-to-day success
across the business.
Briscoe Group Limited Annual Report 2026 | Sustainability26
We believe we can create a better
tomorrow by delivering better for
the planet, meeting customer and
broader stakeholder expectations.
We will do this through:
• Embedding Circularity
into the business.
• Taking action on Climate and
Human Rights to build a resilient
and responsible value chain.
The close link between our operations, growth, and
environmental impact makes this one of our most
challenging material issues to address, however, we
recognise our responsibility to take action where we can.
Circular Economy Strategy
This year we formalised our Circular Economy Strategy
which focuses on three core pathways:
PAT H WAY
VALUE
CHAIN
PRODUCT
LIFECYCLE
Supplier Collaboration:
We will collaborate and
support key suppliers to
embed circular design across
a products lifecycle, reducing
waste and improving
resource efficiency across
the value chain.
UpstreamProduct Design
& Sourcing
Waste Reduction
& Recovery:
We will prioritise preventing
waste at source and reducing
what remains across our
operations. Where waste
cannot be avoided, we will
focus on recovery solutions
that extend material life and
improve resource efficiency.
Direct
Operations
Product
Distribution
& Collection
Circular Customer
Journeys:
We will make it easier for
customers to participate
in circular practices by
providing clear guidance
and convenient options that
support repair,
re-use, and recovery.
DownstreamProduct Use,
Impact & End
of Life
We look forward to building on the success we have
achieved so far through Circular initiatives such as our
Product Returns Programme, Recycled Textile boxing bag
and the Nespresso Capsule Recycling programme.
Nespresso Capsule Recycling Programme
Following a trial completed in 2024, this year we rolled
out the Nespresso Capsule Recycling programme to our
full Briscoes Homeware store network. By year end, we
had collected 3,570 kg of capsules through our in-store
Nespresso recycling points. Both our staff and customers
received the initiative well with recycling numbers
growing steadily throughout the year.
In the new year we look forward to growing these
recycling numbers and getting more of our customers
aware and utilising the programme.
This partnership represents the steps we are taking to
engage and support suppliers on circularity and offer
more circular journeys for our customers.
Advancing Circular Design Through
Local Collaboration
This year we continued to advance innovative circular
solutions through the launch of a locally designed
recycled textile punch bag in partnership with NZ
Boxer, ImpacTex and social enterprise will&able.
The initiative demonstrates how circular design
and community benefits can be embedded into a
single product. More than 20 tonnes of New Zealand
textile waste have been repurposed through the first
production run. By engaging will&able to complete
the final assembly, the project also supports
meaningful paid employment for neurodiverse and
differently abled workers. Initiatives like this help
us test circular design, strengthen supply-chain
resilience (by reducing reliance on raw materials,
using locally sourced waste materials) and build
internal capability and supplier partnerships to
deliver on our circular ambitions.
Recycled Textile Boxing Bag
Environment
Briscoe Group Limited Annual Report 2026 | Sustainability27
Driving Resource Recovery:
Product Returns Programme
Product returns diverted from landfill through the
programme increased by 50.7 tonnes (YoY). This uplift
reflects the first full year of operation across Auckland,
Wellington and Christchurch, along with expansion to two
additional Briscoes Homeware sites in Northland (Kerikeri
and Whangarei). In total, 114.4 tonnes of returned
products were diverted from landfill and recycled or
refurbished by our resource recovery partners, then sold
secondhand or donated to communities in need.
Waste Diversion Success
This year we diverted 79.7% of our operational waste
away from landfill, meaning we are on track to achieving
our 2030 target.
Operational Waste
FY26FY25*
FY26
vs FY25
Waste to Landfill
(tonnes)
714.5851.0-136.4
Waste to Recycling
(tonnes)
2,686.02,673.212.9
Recovery or Recycling
of Product Returns
(tonnes)
114.463.750.7
Total Operational
Waste (tonnes)
3,514.93,587.8-72.9
Total Operational Waste
Diverted from Landfill
79.7%76.3%3.4%
* Over the year we strengthened the quality of our waste data by working
closely with our Waste Partners to refine inputs and ensure continued
accuracy. This resulted in a refinement of our operational waste boundary
and a recount of our FY25 data.
Our operational waste boundary includes all waste
generated from day-to-day business activities at our
Distribution Centre, stores and head office which are
under our direct control. This excludes project-related
construction and fit-out waste due to the irregular
nature of these projects, which can skew the picture
on the progress we are making addressing day-to-day
operational waste.
Emissions Update
This year scope 1 emissions decreased by 5.72% following
the completion of the Store Network Forklift Electrification
programme. Scope 2 emissions increased due to higher
MfE emissions factors, however emissions remain
23.52% below the FY23 base year, supporting
progress toward our 2030 target.
This year we finished assessing how suppliers are
measuring emissions and setting science-aligned
targets and using a spend-based Scope 3 analysis,
we identified emissions hotspots and suppliers with
a material contribution to Scope 3 emissions that
have not yet measured their footprint or committed to
science-aligned targets. These insights will guide future
target setting decisions, ensuring that any commitments
made are credible, evidence-based and aligned with areas
where we can drive meaningful change.
Further details on our carbon emissions can be found
in the Metrics and Targets section of our Climate-Related
Disclosures on page 37.
Other Initiatives
Other initiatives supporting delivery of our environmental
strategy during the year included:
• A full Recycling Week event delivered with shop
floor teams.
• A year-long store recycling competition to encourage
consistent waste practices in stores.
• Installation of four additional cardboard balers across
the store network.
• Continued rollout of Electronic Shelf Labelling (ESL),
reducing reliance on paper ticketing in stores.
Looking ahead
Over the coming year, we will focus on embedding
our environmental strategy into core business
activities, scaling proven circular initiatives and
delivering targeted trials under our Circular
Economy Strategy.
Progressing our emissions reduction roadmap
remains a priority, alongside continued
engagement with key suppliers on Scope 3
emissions. In parallel, we will continue to build
awareness and internal capability on nature-related
considerations, monitoring emerging expectations,
and scoping potential future actions.
As part of our refined strategy, we will use the
following targets to drive and track progress
against our environmental pillar next year.
METRICTARGET
Scope 1 emissions (tCO2e)50% reduction by 2030
(from a FY23 base year)
Scope 2 emissions (tCO2e)50% reduction by 2030
(from a FY23 base year)
Diversion of operational waste
away from landfill
90% by 2030
Kg of capsules collected through
our in-store Nespresso collection
points for recycling
8,000 kg in 2026
Initiatives that apply Circular
Economy principles
Trial or Scale x1 initiative
in 2026
Third-party ethical factory audits
that achieve a medium to low-
risk grading
80% of all audits by end
of 2026
Delivery will be supported through ongoing
engagement with our store network, focused
communications, and practical training to reinforce
consistent environmental practices across
the business.
Our Climate-Related Disclosures on pages 28 to 39 cover our progress between 27 January 2025 and 25 January 2026
and comply with the Aotearoa New Zealand Climate Standards issued by the External Reporting Board.
All figures and commentary relate to the full year ended 25 January 2026, unless otherwise indicated. Briscoe Group
is a Climate Reporting Entity under the Financial Markets Conduct Act 2013.
In preparing its climate-related disclosures, Briscoe Group has elected to use the following third year adoption provisions:
Climate-Related
Disclosures
ADOPTION PROVISION:
DESCRIPTION OF ADOPTION PROVISION:
Adoption provision 2:
Anticipated financial impacts
This adoption provision provides an exemption from disclosing the anticipated
financial impacts of climate-related risks and opportunities reasonably expected
by the entity and from disclosing an explanation of why we are unable to
disclose this information.
It also provides an exemption from disclosing a description of the time horizons
over which the anticipated financial impacts of climate related risks and
opportunities could reasonably be expected to occur.
Adoption provision 4:
Scope 3 GHG emissions
This adoption provision provides an exemption from disclosing greenhouse gas
(GHG) emissions: gross emissions in metric tonnes of carbon dioxide equivalent
(CO2e) classified as Scope 3.
Adoption provision 7:
Analysis of trends
This adoption provision provides an exemption from disclosing an analysis of
the main trends for Scope 3 GHG emissions in an entity’s first reporting period,
second reporting period and third reporting period.
Adoption provision 8:
Scope 3 GHG assurance
This adoption provision allows an entity to exclude its Scope 3 GHG emissions
disclosures from the scope of the assurance engagement.
This report contains disclosures that rely on early and evolving assessments of current and forward-looking information,
incomplete and estimated data, and the Group’s judgements, opinions and assumptions. As such, this report reflects the
Group’s present understanding and/or best estimates of current and future climate-related events, risks, opportunities,
impacts and strategies as at the date of publication of this report. However, the Group cautions reliance on aspects of
this report, as it is subject to significant risks, uncertainties, and assumptions.
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures28
In particular, this report contains forward-looking statements, including climate-related goals, targets, scenarios,
ambitions, risks and opportunities, as well as statements of the Group’s intentions, estimates and judgements. Forward-
looking statements are not facts and require us to make assumptions, forecasts and projections about the Group’s
present and future strategies and the environment in which the Group will operate in the future, which are inherently
uncertain and subject to limitations. For example, there are limitations associated with the available data, and some
information on which the statements in this report are based is likely to change over time. The Group has sought to
provide a reasonable basis for forward-looking statements but is currently constrained by the novel and developing
nature of this subject matter and the complexity of our global supply chain and broad base of manufacturing partners
etc. Considering this, the group is committed to continuously improving the quality and completeness of its data and
methodologies.
Forward-looking statements, including risks and opportunities described in this report, and the Group’s strategies
to achieve its targets, might not eventuate or might be more or less significant than anticipated. New risks and/
or opportunities may also arise over time. Many factors can affect the Group’s actual results, performance or
achievement of climate-related targets or metrics, and these may differ materially from what is described in this
report, including factors which are outside of the Group’s control.
Accordingly, the Group gives no representation, guarantee, warranty or assurance about the future business
performance of the Group, or that the outcomes or impacts expressed or implied in any forward-looking statement
made in this report will occur.
The Group expects that some statements made in this document might be amended, updated, recalculated and
restated in future climate-related disclosures as the quality and completeness of its data and methodologies continue
to evolve and improve. However, the Group will not revise or correct any statements or opinions in this report once it
is published (subject to relevant legal requirements). Any changes will be reflected in future reporting periods reports.
This disclaimer notice should be read together with the limitations identified elsewhere in this report.
This report is not an offer document and does not constitute an offer or invitation or investment recommendation
to distribute or purchase securities, shares or other interests. Nothing in this report should be interpreted as capital
growth, earnings or other legal, financial, tax or other advice or guidance.
For and on behalf of the Board of Directors:
Dame Rosanne Meo
CHAIR
1 April 2026
Rod Duke
GROUP MANAGING DIRECTOR
1 April 2026
Tony Batterton
CHAIR AUDIT & RISK COMMITTEE
1 April 2026
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures29
Governance
Board Oversight
The Board of Directors has ultimate responsibility
for oversight of climate-related reporting and the
identification of climate-related risks and opportunities.
The Board meets regularly, at least monthly, with
Sustainability a standing item on the Board agenda.
The Board is updated on a regular basis during these
meetings on the management of, and progress against
goals and targets for addressing climate-related issues.
The Board is supported in this function by the Audit
and Risk Committee, to perform a review of the Group’s
primary business risks and its Risk Management Policy of
which climate-related risks form a critical aspect.
Directors hold responsibility for their own continuous
education and to keep themselves up to date on relevant
climate-related issues. The Board accesses climate-related
expertise from within Briscoe Group, and externally where
required. The Board requires the Sustainability Working
Group (SWG) to provide all relevant information to them
and to engage experts where required knowledge is not
available within the organisation.
Management’s Role
Briscoe Group’s Chief Operating Officer (COO) and Chief
Financial Officer (CFO) take responsibility for assessing
and managing climate-related risks and opportunities
at a corporate level, supported by the Management Risk
Committee and the SWG.
The Management Risk Committee meets every quarter
to identify and assess the major risks (including climate
risks) affecting the business by maintaining a risk matrix.
This matrix is used as a key input for our transition
planning, with strategies then developed to monitor and
mitigate these identified risks. The risk matrix is provided
to the Board via the Audit & Risk Committee.
The SWG is responsible for developing, refining,
reviewing, and driving the implementation of the Group’s
sustainability initiatives and policies, including climate
specific risk assessment and transition planning. The SWG
meets monthly or more often if required. Additionally,
as part of the climate-risk assessment and transition
planning process, it meets annually with other members
of management to monitor the identified climate-related
risks and opportunities and monitor progress on transition
plan activities. The COO reports directly to the Board
monthly on behalf of the SWG.
BRISCOE GROUP BOARD
Monitoring progress of the sustainability workstreams, reviewing formal reporting from the
Sustainability Working Group and endorsing sustainability targets (including GHG emission reduction targets).
AUDIT & RISK COMMITTEE
Oversight of financial reporting, financial disclosures and the Group’s accounting policies
(including in relation to climate change.) Oversight of the risk management framework and
the Group risk profile including climate related risks.
CFO
Accountability for the measurement of
greenhouse gas emissions, financial reporting
and the Management Risk Committee.
COO
Accountability for the implementation of our
climate change transition plan, sustainability progress
reporting and the Sustainability Working Group.
MANAGEMENT RISK
COMMITTEE
Members: Managing Director,
COO, CFO, Internal Audit
Manager, Finance Manager
Responsible for assessing the
major risks including climate
risks affecting the business and
developing strategies to monitor
and mitigate these risks.
SUSTAINABILITY WORKING GROUP
Members: COO, CFO, CPO, GM - Operations, GM – Merchandise,
Internal Audit Manager, Finance Business Partner, Sustainability
Advisor, Supply Compliance Manager
Responsible for driving our Sustainability Strategy, climate
risk and opportunity identification across the business,
implementation of climate transition plan and preparing
sustainability disclosures including reporting in line with the
Climate Standards and internal sustainability reporting. Engaging
with experts where required and preparing Board education.
BRISCOE GROUP NETWORK
BOARD
LEVEL
EXECUTIVE
LEVEL
MANAGEMENT
LEVEL
COMPANY
LEVEL
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures30
Strategy
We are a leading New Zealand retailer with a blend
of bricks and mortar and online shopping channels,
offering our customers the best range of brands at great
prices. Our goal is to deliver the best retail experience
in New Zealand. We pride ourselves on our ability to
adapt quickly to the ever-changing retail environment
and continue to differentiate ourselves from others in
the sector. We are in the second three-year program of
our strategic development program, which focuses on
projects to equip the Group for growth beyond its current
capacity and comprises a combination of both existing
and new initiatives. The four key areas of this program
are – Long term growth acceleration, Retail experience
evolution, Supply chain transformation and Building
blocks. Further details of this program can be found on
page 14 of the Annual Report.
A key focus of the Building blocks area is how we can
operate more sustainably whilst we grow and increase
our positive impact through sustainability. We believe
operating more sustainably helps increase our resilience
to climate-related risk. Including Sustainability as a
Building block in our current strategy program highlights
the importance we place on ensuring we are positioned
for success as the global and domestic economy shifts
towards a low-emission, climate-resilient future. This year
our focus was on progressing our building block actions
from our initial transition plan and refining our Climate-
related risk assessment.
Although we have not yet made any significant changes
to our business model or long-term strategy, getting the
foundations of our transition plan in place will allow us to
make informed decisions when it comes to our longer-
term strategy. We have identified the key triggers that
we will monitor to identify when more deliberate action
needs to be taken. We acknowledge that as a business
we need to uncouple our growth and our emissions to
ensure we can deliver on both our short- and long-term
emissions reduction targets. We are currently still working
through the longer-term aspects of our Transition Plan as
a business; however, we look forward to sharing these as
they evolve.
We have started to feel the transitional impacts of climate
change on our business including; increased legislation
(NZ Climate related disclosures) and increased insurance
premiums off the back of climate-related events occurring
in NZ. This year we did not experience any significant
physical impacts from climate-related incidents on our
business operations. We have not identified any material
current financial impacts in this financial year.
Internal Capital Deployment and Funding
The Group has not to date fully integrated all the climate-
related risks and opportunities it has identified into its
internal capital deployment and funding decision-making
processes. Capital expenditure or investment within the
Group is prioritised according to business needs and
expected returns.
When making decisions regarding purchasing or leasing
a property we follow our established due diligence
processes, assess natural hazard risks, including seismic
activity, land stability, soil quality and, increasingly,
flood and extreme weather exposure. For property
purchases we apply a higher level of scrutiny than leased
properties due to the more temporary nature of leasing
arrangements. When developing new sites, we ensure
they are designed to be future fit, including incorporating
structural and electrical capacity that would enable the
installation of solar generation.
Hazard-related considerations are also factored into
lease renewal decisions, drawing on updated information
where available, including revised seismic assessments
and building condition reports. While flooding and
extreme weather risks have only become a significant
consideration in the past five years, our business-as-
usual processes now incorporate flood plain checks,
mapping reviews, soil and liquefaction assessments and
other relevant natural hazard indicators, supporting the
ongoing reduction and management of physical climate
risks across our property portfolio. In addition, our store
refurbishment programme includes upgrades to lighting
and related building services to more energy efficient
alternatives, supporting reduced operational emissions
over the long term.
Scenario Analysis
In 2023, we collaborated with other New Zealand retailers
that are climate reporting entities and KPMG New
Zealand to co-design a set of integrated climate change
scenarios for New Zealand’s retail sector. These scenarios
are detailed in a published report entitled “The Futures
of Retail” published on the KPMG website. The work
included the development of three climate-related scenario
narratives over three time-horizons for each retailer to
consider when developing their own climate scenarios.
The sector group chose three Network for Greening the
Financial System (NGFS) scenarios as the basis for the
sector-level scenarios. These were: Orderly Category: Net
Zero 2025, Disorderly Category: Delayed Transition and
Hot House World Category: Current Policies.
A retail sector narrative was formed for each scenario
identifying the critical interactions and key outcomes and
indicators. These scenarios considered three different
time horizons: short (2023-2030), medium (2031-
2040) and long (2041-2050) and explored the political,
environmental, societal, technological, legal and economic
impacts across each potential pathway.
We then engaged external experts thinkstep-anz and ESG
Strategy to assist us in interrogating these scenarios and
performing a Briscoe Group specific risk assessment. This
process involved running several workshops with the SWG
and other key management, and had three stages:
1. An initial risk screening of a master list of over 30 risks
and opportunities.
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures31
SCENARIONET ZERO 2050
(ORDERLY CATEGORY)
DELAYED TRANSITION
(DISORDERLY CATEGORY)
CURRENT POLICIES (HOT
HOUSE WORLD CATEGORY)
Scenario NarrativeEarly, decisive climate action drives a
smooth transition to low-carbon energy.
Governments implement strong policies
and carbon pricing, while businesses invest
in renewables and electrification. Fossil fuel
use declines steadily, supported by global
cooperation and innovation.
By the 2030s, clean energy dominates, and
carbon removal technologies scale up to
offset residual emissions. Retailers adapt
gradually, embedding sustainability into
operations and supply chains. Consumer
demand shifts toward circular products and
low-carbon lifestyles.
Physical risks remain low, with warming
limited to ~1.4 °C by 2100. Economic
disruption is minimal, and companies benefit
from policy certainty. This scenario reflects
an optimistic pathway where early action
avoids severe climate impacts.
Climate action is delayed until the
2030s, then accelerates abruptly.
Governments impose strict
regulations, forcing a rapid energy
transition. Carbon prices spike, and
businesses face steep compliance
costs as fossil fuel assets lose value.
Retailers scramble to upgrade
systems and secure sustainable inputs
under intense time pressure. Carbon
removal technologies are deployed
aggressively to compensate for years
of inaction. Consumer preferences
shift toward sustainability, but
economic volatility increases price
sensitivity.
Warming is eventually limited to
~1.6 °C, but transition risks dominate.
Companies that fail to anticipate this
abrupt shift risk stranded assets and
reputational damage. This scenario
highlights the cost of delayed action.
Global cooperation falters, and
current policies persist. Fossil fuels
remain dominant, and carbon removal
technologies are largely absent.
Emissions rise through mid-century,
pushing warming beyond 3 °C by 2100.
Physical risks escalate: sea levels
rise, extreme weather intensifies, and
ecosystems collapse. Retailers face
supply chain disruptions, infrastructure
damage, and resource scarcity.
Consumer behaviour shifts toward
essentials as economic instability
grows.
Adaptation becomes the priority,
requiring resilient facilities and
diversified sourcing. Transition risks
are low, but physical risks threaten
long-term viability. This scenario
represents the most challenging future,
with profound social and economic
consequences.
Intergovernmental
Panel on Climate
Change (IPCC)
scenarios
Shared socio-economic Pathway (SSP)-
Representative Concentration
Pathway (RCP) SSP1-1.9/RCP1.9
SSP1-2.6/RCP2.6SSP3-7.0/RCP7.0
New Zealand Climate
Change Commission
(CCC) scenarios
Tailwinds HeadwindsCurrent Policy Reference
Risk of having
surpassed critical
tipping points in Earth’s
climate system
Low ModerateVery High
Severity of physical
impacts
LowestLow to moderateHighest
Severity of transition-
related impacts
Moderate (greatest in short-term)Highest (greatest in medium-term)Lowest (steadily increasing, giving
businesses more time to adapt)
Consumer sentimentRapid re-orientation towards sustainable
lifestyles, as characterised by a focus on
wellbeing and conscious consumption.
Current trends continue to 2030,
then abruptly transition towards
sustainable lifestyles as the physical
impacts of climate change (and
biodiversity loss) hit home.
Current consumption trends
continue, including the adoption
of more sustainable lifestyles by
successive generations.
Macro-economic
conditions
Immediate, orderly transition generates
short-term economic turbulence but
pronounced benefits in the medium and
long-term. Physical impacts of climate
change exert measurable but limited
downward pressure on economy.
Delayed and disorderly transition
generates sharp economic downturn
but eventually supports economic
stability. Physical impacts of climate
change exert moderate downward
pressure on economy.
No ‘green economic bump.’ Physical
impacts exert increasingly significant
downward pressure on economy,
potentially growing to destabilise
financial institutions and systems by
mid-century.
Financial impact
of supply chain
disruptions
LowestLow to moderateHighest
Policy reaction to
climate change
Immediate and smoothDelayedCurrent policies only
Regional policy
variation
MediumHighLow
Speed of technology
change
FastSlow, then fastSlow
2. A baseline risk assessment representing 1.1°C of global
warming helping us to identify the current physical
and transition impacts we have incurred.
3. Two further scenarios representing 1.5°C and 3.0°C
of global warming.
The sector-based time horizons which look out to
2050 were used in the workshops to provide guidance,
however, an important objective of the workshops was
to align risks and opportunities to entity level business
planning and investment timeframes of:
• Short-term: 1 to 3 years
• Medium-term: >3 to 10 years
• Long term: > 10years
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures32
Climate Risk Assessment
For the ranking of risks and opportunities at 1.5°C of
global warming, the narrative considered was a mixture
of the Retail Sector Scenarios for both an Orderly and
a Disorderly Transition. Both these scenarios lead to
warming being limited to between 1.6°C and 1.7°C by
2050, so physical impacts are similar and seen as being
low to moderate.
With the Disorderly scenario, having a delayed transition
(i.e., beyond 2030) meant that transitional impacts are
moderate to high, depending on the timing of regulatory
and legal interventions. The financial impacts are seen to
be low to moderate, and both consumer sentiment and
macro-economic conditions are uncertain.
For the ranking of risks and opportunities at a 3.0°C of
global warming, the narrative considered is the Hothouse
World depicted by the Retail Sector Scenarios. In this
scenario, physical impacts are the most severe, as is the
financial impact of supply chain disruptions. Transitional
impacts are limited as regulation is either not developed
or severely delayed.
Using a combination of scenarios was intended to add
resilience to the risk assessment process and the resultant
strategy as we prepare for inevitable uncertainty in the
short to medium-term.
Other than our experts mentioned above, we did not
engage any other external partners or stakeholders
in the process.
The first iteration of our Scenario analysis, climate-
risk assessment, and transition planning has been
performed as a stand-alone process, no modelling was
undertaken, and it was not integrated into our usual
strategy processes. This is due to the significant time and
resource required in initial years to get the foundations
established and have these processes completed, while
meeting timelines set forth by the External Reporting
Boards climate disclosure regime. We understand the
importance of this process and believe that taking a
measured approach will lead to better, more robust
outcomes. However, once we have the initial development
and implementation behind us, we will look to streamline
these processes and integrate them into our existing
business planning and strategy cycle.
During FY26 we reviewed our identified Climate-related
risks and opportunities, considered any further risks and
opportunities presented in our business risk register,
considered the output of the building block actions we
have completed and performed a peer comparison of
identified risks within the Retail sector. As a result of
this process, we have refined our key climate risks and
opportunities disclosed to ensure they are focused on
those that are most material to our business.
One of the key building block actions we completed in
FY26 was an Exposure assessment of our Briscoe Group
sites against three key Climate-related hazards; Coastal
inundation, Coastal edge proximity and river and surface
flooding. To stress test exposure the scenarios used were
more severe than the Hot house world scenario described
above. This assessment identified that 47% of our sites
are potentially exposed to one or more of the hazards
assessed, of these exposed sites only 12.9% of these
sites were Briscoe Group owned and the remainder were
leased properties meaning that the long-term risk sits
with the landlord. Majority of the exposure was in relation
to river and surface flooding, and we noted that for this
to have a significant impact on our business operations
multiple sites would need to be impacted at the same
time. Based on this we have removed sea-level rise and
river and pluvial flooding as significant climate risks and
instead included a new risk “Increase in the severity and
frequency of extreme weather events” to better reflect
what we see as the main risk to our operations.
Severe510152025
Major48121620
Moderate3691215
Minor246810
Minimal12345
RareUnlikelyPossibleLikelyCertain
Risk ScoreRating
1-4Low
5-10Medium
11-16High
≥20Extreme*
*No risks have been rated as Extreme
Risks have been assessed using the following risk assessment matrix, to understand the intersection
of impact and likelihood across each Scenario and time horizon:
SCENARIONET ZERO 2050
(ORDERLY CATEGORY)
DELAYED TRANSITION
(DISORDERLY CATEGORY)
CURRENT POLICIES (HOT
HOUSE WORLD CATEGORY)
Global warmingLimits global warming to 1.6°C in 2050 and
reducing to 1.4°C by 2100.
Limits global warming to 1.7°C in 2050
and reduction to 1.6°C by 2100.
2°C global warming by 2050 and
more than 3°C by 2100.
EnergyRapid, coordinated shift to low-carbon
energy
Delayed, abrupt transition after
2030
Minimal decarbonisation; fossil
fuels persist
Carbon Removal
solutions
Medium-high deploymentLow-Medium deploymentLow deployment
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures33
RiskDescription Potential Impact Potential Financial Impact Building Block Actions
Increased
Regulation
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Risk of non-
compliance with, or
changes to legislative or
regulatory requirements.
With the global drive
toward decarbonisation,
new regulations and tighter
compliance requirements
may affect both
international supply chains
and domestic operations.
Heightened legal activity,
Climate-related litigation,
and sector-specific
positioning could increase
costs and create operational
uncertainty for the retail
sector.
Increased reporting
complexity, requiring
allocation of time and
resources.
Increased demand on
resources to ensure
compliance.
Increased demand on
resources to dispute
any claims made again
company.
Increase in indirect
(operating) costs and
impact on margin.
Increase in cost of
corporate compliance.
Cost of potential fine,
sanction or claim.
Ethical supply chain
program has been
embedded within our
business as usual activities.
Climate-risk assessment
included in Audit & Risk
committee reporting.
Continue to engage with
experts to understand the
immediate implications of
new regulations and ensure
compliance.
Continue to engage with
retail sector peer group to
stay abreast with sectorial
changes and associated
responses.
Damage to Business
Reputation
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Inadequate or
unsuccessful strategic
decisions.
A slow or perceived lack of
response to Climate risks
or failure to meet publicly
disclosed targets, has
the potential to result in
reputational damage to the
business.
Increased scrutiny on
organisational disclosures
and performance in
decarbonisation.
Loss of consumer
confidence in our brands.
Loss of investor confidence.
Decrease in sales.
Decrease in margin/profit.
Additional cost of carbon
reduction/mitigation.
Reduction in share price.
Conducting regular
consumer preference
reviews.
Regular engagement with
Analyst such as Forsyth
Barr CES&G rating.
Review metrics and targets
used to monitor climate
related risks to ensure
they can be consistently
reported over long-term.
Consistently review and
evolve transition plan.
Remain alert to
engagement on disclosures
and demand for more
Climate-related information
from our consumers.
Reduction in consumer
Spending
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Unfavorable and
unpredictable economic
conditions.
As the intensity and
frequency of Climate-
related events increase
globally and in New
Zealand, consumers face
rising household costs and
widening wealth inequality.
These physical and
transitional climate impacts
reduce discretionary
spending, resulting in a
reduction in demand.
Customers have less
disposable income to
spend.
Need to change product
offering to align with
consumer demand.
Decrease in sales.
Decrease in margin/profit.
Keeping informed of
economic conditions.
Diversity of product offering
appeals to wide range of
consumers.
Conducting regular
consumer preference
reviews.
Ensuring product offering
reflects current market
demands.
Considered as part of
Business strategic plan.
S – Short-term (1-3years) M – Medium-term (3-10years) L – Long-term (>10years)
KEY
Low Risk/Opportunity
Medium Risk/OpportunityHigh Risk/Opportunity
Key Climate-Related Risks and Opportunities
Below are the top climate-related risks and opportunities we identified along with relevant Building block actions
from our initial transition plan.
Key Transition Risks
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures34
RiskDescription Potential Impact Potential Financial Impact Building Block Actions
Ability to source
product
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Merchandise and
supply chain issues.
Increased climate-related
events (such as: drought,
flooding, wildfires, etc.)
occurring globally impact
the availability of raw
materials used in the
products we source (such
as cotton or timber), and
impact manufacturing sites
in countries from which we
source our products (such
as China, India).
Availability of products
offered to us from our
suppliers.
Decreased ability to
purchase required levels of
inventory.
Diversification of product
range.
Inability to meet consumer
demand of certain products.
Decrease in sales
Decrease in margin/profit
Increase in cost of inventory.
Ethical supply chain
program has been
embedded within our
business as usual activities.
Continue to engage with
our suppliers to understand
current resource risks and
mitigation efforts. Identify
at risk products/materials in
our current stock range.
Establish Circular Economy
Roadmap to help drive
supplier engagement on
circular design, prioritising
recycled materials to reduce
reliance on volatile raw
materials.
Increase in the severity
and frequency of
extreme weather events
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Significant or
sustained business
interruption.
Severe weather events
(such as flooding and
extreme winds) occur
more frequently leading to
increased occurrence of
store closures and trading
disruptions.
Potential store closures.
Delays in supply chain.
Staff and customers are
unable to get to our stores.
Decrease in sales
Decrease in margin/profit
Increase in lease costs.
Increase in Repairs &
Maintenance cost
Flood risk mapping exercise
completed during the year,
noting that potentially
exposed sites not a
significant risk.
Concluded no current
vulnerabilities in insurance
cover in relation to extreme
weather.
Individual store vulnerability
considered as part of lease
renewals.
Global and local
Distribution Network
disruptions
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Merchandise and
supply chain issues.
Global and local distribution
networks are increasingly
vulnerable to Climate-
related events, which can
disrupt logistics, delay
deliveries, or prevent stock
from reaching stores.
Unable to get goods to New
Zealand/Delay in getting
goods to New Zealand.
Need to source goods from
alternative location.
Delays in supply chain.
Goods movement around
New Zealand is delayed/
restricted.
Decrease in sales.
Increased cost of goods.
Decrease in margin/profit.
Increase in supply chain
costs.
Reviewing the resilience
of our supply chain by
evaluating vulnerabilities
related to climate change.
Considering critical ports,
dependencies, and potential
disruptions caused by
extreme weather events,
resource scarcity, or shifting
transportation routes.
Understanding the
impacts of sea-level rise on
international ports.
Key Physical Risks
OpportunityDescription Potential Impact Potential Financial Impact Building Block Actions
Changing Consumer
Preferences
SML
Orderly
Disorderly
Hot House
Linked to key business
risk: Inadequate or
unsuccessful strategic
decisions.
Capturing the ‘conscious
consumer’ through aligning
our product offering
with changing consumer
preferences towards
‘sustainable’ and/or low-
carbon products.
Diversification of customer
base.
Diversification of product
range.
Increased consumer
demand.
Increase in sales.
Increase in profit.
Potential for new operating
segments.
Conducting regular
consumer preference
reviews.
Diversity of product offering
appeals to wide range of
consumers.
Consumer preference
and product offering
considered as part of
Business strategic plan.
Making use of our current
Direct to Customer program
to trial low emissions/
sustainable products.
Key Transition Opportunities
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures35
Transition Planning
Last year we developed the first iteration of our climate
transition plan. This plan details current and future actions,
triggers for additional actions, associated resources,
and responsibilities for implementation. This plan also
incorporates our emissions reduction road map developed
alongside our external expert ESG Strategy. Although we
have made considerable progress in this area, there is still
work to be done and this plan will continue to evolve over the
foreseeable future.
Against our key climate-related risks, we have included the
Building block actions we have committed to in the first
phase of our transition plan. Some of these actions have
already begun and some will be initiated in the new financial
year. While some actions may seem minor, they are essential
‘Building blocks’ for a climate-resilient future. They will provide
us further insights into the anticipated financial impacts of
our climate-related risks alongside the necessary long-term
investments that may be required, guiding our future strategy.
All Building block actions in our transition plan, such as the
engagement of experts and those that expand the remit
of our existing teams, are covered within our operating
expenditure, and are considered in our annual budget setting
process. Outside of the costs associated with these Building
block actions, and previously approved capital expenditure
(e.g. in relation to our Forklift electrification program),
at present, we do not have funding specifically allocated
towards climate transition activities.
However, during the transition planning process, it was clear
that many business-as-usual activities and existing capital
investment decisions help to address the risks posed by a
changing climate and align with our emissions reduction
roadmap. When making large capital investment decisions,
such as those in relation to our Distribution Centre, factors
such as emission reductions are considered, however, they are
not the key value driver for investment decisions.
Risk Management
The SWG performs an annual climate-related risk assessment
based on the process described in the strategy section above.
This process is repeated on at least an annual basis to ensure
the identified risks, opportunities and management responses
stay relevant and complete, and help us build resilience in our
response to climate change.
The scope of the climate-risk assessment covered Briscoe
Group Support Office, our Briscoes Homeware and
Rebel Sport store networks across New Zealand and our
Distribution Centres. Consideration was also given to the
wider value chain (our suppliers and distribution networks) as
they have been, and will continue to be, affected by physical
changes to the climate.
The time horizons utilised in the climate-risk assessment
process were:
• Short-term: 1 to 3 years
• Medium-term: >3 to 10 years
• Long term: > 10years
Our existing Briscoe Group risk assessment framework was
used to determine risk ratings for the identified climate-
related risks. Using our existing risk framework facilitates
the inclusion of climate-related risks into our existing risk
management process and enables comparability of climate-
related risks with other types of risks within our business.
Risks are prioritised using a 5x5 Risk Matrix consisting of two
main dimensions: likelihood and Impact. Likelihood refers to
the probability or chance of a risk occurring, while Impact
relates to the potential severity or consequences of that risk.
Principal risks identified from our climate-risk assessment
process have now been incorporated into our corporate risk
register. We define principal risks as those with a substantive
financial or strategic impact on the business, medium/high
likelihood of occurrence and medium/high potential impact
on our performance.
Our risk register tracks:
i. Description of the risk
ii. Inherent risk and residual risk
iii. Risk profile (evaluation enabling prioritisation)
iv. Mitigations
v. Board Oversight (monitoring)
The Management Risk Committee, comprising the Managing
Director, Chief Financial Officer, Chief Operating Officer,
Finance Manager and Internal Audit Manager review the risk
register quarterly and risk reporting is presented to the Audit
& Risk Committee. Significant risks are discussed at Board
meetings, or as required.
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures36
Briscoe Group commits to reduce absolute
Scope 1 and 2 GHG emissions by 50% by 2030
from a 2023 base year.
Our Scope 1 & 2 target was developed by a third-party
expert (ESG Strategy) and based on the SBTi guidance
at the time. SBTi offers a globally recognised framework
for companies to set GHG emissions reduction targets
that are consistent with the level of decarbonisation
required to keep global temperature increase within 1.5°C
above pre-industrial levels. While we believe our Scope
1 and 2 emissions reduction target is aligned with SBTi’s
requirements, it has not been validated by them. The
Groups target does not rely on any offsets; however, our
Scope 2 reduction target is largely reliant on the New
Zealand energy grid becoming more renewable.
This year the Group’s Scope 1 & 2 emissions increased by
34.96% compared to FY25 and decreased 23.52% when
compared to our FY23 base year.
Overall, Scope 1 emissions reduced by 5.72% in the
current year primarily driven by three key inputs:
Emissions from LPG used in forklifts: We have now
replaced 100% of the internal combustion engine forklifts
in our store network with electric units. Some internal
combustion units remain in our Distribution Centre,
however these will all be replaced when we move to our
new site in 2026.
Emissions from fuel purchased on staff fuel card: The
primary driver of this decrease was that overall fuel
purchased in FY26 was down 14.36% on last year.
Emissions from refrigerant leakage: We saw an increase
in these emissions this year, due to a faulty unit which
needed to be replaced. We expect these emissions to
fluctuate over the next few years as we work to replace
our legacy HVAC units. We aim to service all Briscoe
Group units at least once a quarter to minimise the
amount of refrigerant gas lost into the atmosphere but
sometimes this is outside of our control.
Scope 2 emissions from Electricity use: This year saw an
increase of 38.92% in Scope 2 emissions. This increase
was primarily due to a substantial increase in the average
electricity emissions factor, which increased by 38.7%
as fossil fuel generation was used to meet national grid
requirements. By comparison, in the last two years, strong
hydro inflows meant particularly low emissions factor
values. These fluctuations are outside our direct control.
Work is underway to reduce our electricity consumption
in store, with store refurbishments being completed in
more sustainable designs incorporating elements such as
LED lighting.
FY23 (Base
year) Emissions
(tCO2e)
FY24
Emissions
(tCO2e)
FY25
Emissions
(tCO2e)
FY26
Emissions
(tCO2e)
FY26 vs
FY25
FY26 vs
Base Year
(FY23)
Scope 1 212174
138130(5.72)%(38.67)%
Scope 2 (location-based)2,5311,470
1,4171,96838.92%(22.25)%
Total Reported Emissions
(Scope 1 and 2)
2,7431,644
1,5552,09834.96%(23.52)%
tCO2e per $1m of Sales revenue3.492.08
1.962.6535.20%(24.07)%
Metrics and Targets
Greenhouse Gas (GHG) Emissions
Briscoe Group’s GHG emissions inventory has been prepared in accordance with the Greenhouse Gas Protocol’s
Corporate Accounting and Reporting Standard and ISO 14064-1:2018 - Greenhouse gases Part 1. We have used the
operational control consolidation approach. Ministry for the Environment (Mfe) 2025 emissions factors and Global
Warming Potential (GWP) rates have been used in our calculations.
6.29%
Emissions from LPG
used in forklifts
15.85%
Emissions from
refrigerant leakage
13.37%
Emissions from fuel
purchased on staff fuel cards
SCOPE 1 DRIVERS:
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures37
Methodology and Assumptions
SCOPE 1
Emissions SourceData SourceMethodAssumptionsUncertainty
Stationary combustion
fuels (LPG used in
forklifts)
Supplier invoicesKilograms of LPG
purchased x most relevant
MfE LPG conversion
factors.
In FY25 a change was
made to record LPG in
Kilograms rather than litres
and apply the stationary
fuel emissions factor rather
than a transport fuel factor.
This change did not have a
material impact and FY23
and FY24 have not been
restated.
Quantity supplied is
consumed in same period
as purchase.
Supplier information is
complete and accurate.
Low
Mobile combustion
fuels (Petrol and Diesel
used in staff owned
vehicles purchased via
company fuel card)
Supplier invoicesLitre of fuel purchased
x most relevant MfE fuel
conversion factors.
Quantity supplied is
consumed in same period
as purchase.
Driver behaviour and
individual engine
performance not
considered.
Supplier information is
complete and accurate.
Low
Fugitive Emissions
(Refrigerant leakage
based on top-up
quantities)
Supplier invoicesKilograms of Gas top-up
x most relevant MfE gas
conversion factors.
Supplier information is
complete and accurate.
Low
SCOPE 2
Emissions SourceData SourceMethodAssumptionsUncertainty
Purchased electricity Electricity consumption
data sourced directly from
our electricity supplier.
The location-based
approach was used
to calculate Scope 2
emissions:
Quantity of purchased
electricity by metered kWh
(normalised to calendar
month) x most relevant
MfE purchased electricity
conversion factor.
On average, the MfE
annualised electricity
conversion factor is
representative of Briscoe
Group consumption
pattern.
Electricity usage can be
normalised to calendar
month (i.e., electricity
usage from multi-month
invoices can be allocated
to each month based on
the average daily quantity
over the invoiced period).
Low
Excluded Emissions Sources
Scope 1: Deisel used for Generator testing and LPG for
staff BBQs at a limited number of the Groups sites have
been excluded as they are deemed de minimis (immaterial,
meaning less than 1% total emissions).
Scope 2: Two stores where Electricity is on charged by
the Landlord have been excluded as reliable usage data is
not available. The usage at these two sites is deemed to
immaterial to the overall footprint.
Biogenic Emissions: The Group does not produce any
biogenic emissions of CO2 from the combustion or
biodegradation of biomass.
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures38
Base Year Selection and Recalculation Policy
FY23 was determined to be the appropriate base year for
our calculations and Scope 1 and 2 emissions reduction
target. Although prior to this year Briscoe Group had
measured its emissions, in FY23 a more robust process
in line with international standards was followed.
Methodology changes that impact our base year GHG
emissions 5% or greater, are considered material and will
trigger the adjustment of our base year emissions. This
includes updated emission factors, improved data access,
and updated calculation methods or protocols. There have
been no recalculations to the FY23 base year in FY26.
Assurance of Greenhouse Gas Emissions
McHugh & Shaw Limited has independently verified
emissions for FY26. We have obtained reasonable
assurance over our Scope 1 and 2 emissions. More
information on the scope can be found in the assurance
report provided by McHugh & Shaw on page 40-42
of this report.
Scope 3 Emissions
Consistent with retailers globally, we have identified that
Scope 3 emissions make up the majority of our overall
emissions profile. These emissions are difficult to measure
and influence as they are outside our direct control and
span complex interconnected supplier networks and
geographies.
We have identified that the categories for which we have
the most work to do are Category 1: Purchased goods
and services and Category 2: Use of sold products.
Until we can uncouple the growth of our business and
emissions, a challenge faced by many companies and
economies globally, we can expect these emissions to
continue to increase overall in the short term.
Given the complexity of the Scope 3 calculations, we
have made the decision to make use of the additional
relief provided by the External Reporting Board and use
Adoption provision 4 for a third year. This acknowledges
the significant work required around Scope 3 emissions
and allows us more time to deepen our understanding of
our Scope 3 emissions profile and improve the quality of
the data and assumptions used in our calculations.
A meaningful reduction in Scope 3 emissions will not be
possible without the collaboration of our supply chain. We
have a well-established ethical supplier program which
we have begun utilising to engage with our suppliers on
their carbon footprints and emissions reduction targets,
and internally we are working to formalise a supplier
engagement program in relation to carbon emissions.
Once formalised, this program will allow us to ensure our
suppliers are working towards measuring their emissions
and setting Science-aligned reduction targets of their own.
Other Metrics and Targets
We do not currently use an internal emissions price.
We do not currently track any other climate-related
metrics beyond GHG emissions.
We have identified that 47% of our sites are potentially
exposed to one or more of the following physical risks;
Coastal inundation, Coastal edge proximity and river
and surface flooding. Of these exposed sites only
13% are Briscoe Group owned and the remainder are
leased properties.
Up to 100% of our operations may be vulnerable to one
or more identified transition risks, however we are
currently unable to formally quantify this exposure. We
see this assessment of business exposure as linked to the
financial modelling of reasonably anticipated financial
impacts for which we have applied Adoption Provision 2.
Capital expenditure or investment within the Group is
prioritised according to business needs and expected
returns. This also applies to capital or investment required
for addressing climate-related risks or initiatives. During
the year the Group invested $480 thousand in electric
forklifts and completed the Store Network forklift
electrification programme (A total investment of $2.6
million). A further $159 thousand was invested in LED
lighting upgrades in FY26, supporting improved energy
efficiency.
The Group also invested $27.9 million in the construction
and fitout of the new distribution centre. As part of the
build, a range of more energy-efficient technologies
and design features were incorporated, including high-
efficiency LED lighting, enhanced insulation, improved
stormwater management infrastructure, electric forklift
charging infrastructure (to support a fully electric fleet),
and a roof structure designed to support solar installation.
These features will support emissions reduction and
climate resilience over the asset’s life however, these
considerations were not the core drivers of the project,
and it is not possible to accurately quantify the proportion
of total spend attributable specifically
to climate-related outcomes.
Remaining capital expenditure during the year may
also indirectly support resilience to climate-related risks
although this was not the primary purpose of those
investments.
Management remuneration has not yet been linked
directly to climate-related risks and opportunities.
As our understanding of our climate-related risks
and opportunities evolves, we will look to explore
the appropriate weighting this should have on overall
management remuneration.
Briscoe Group Limited Annual Report 2026 | Climate-Related Disclosures39
PO Box 31-095, Ilam, Christchurch, 8444, New Zealand. Ph 021 453 752
info@mchugh-shaw.co.nz
•• wwwwww..mmcchhuugghh--sshhaaww..ccoo..nnzz
INDEPENDENT ASSURANCE REPORT ON BRISCOE GROUP LIMITED’S GREENHOUSE
GAS (GHG) DISCLOSURES
TO THE DIRECTORS OF BRISCOE GROUP LIMITED
Our Assurance Conclusion
Reasonable Assurance Conclusion
In our opinion, the gross GHG emissions, additional required disclosures of gross GHG emissions, and gross
GHG emissions methods, assumptions and estimation uncertainty, within the scope of our reasonable
assurance engagement (as outlined below) included in the climate statements for the year ended 25 January
2026, are fairly presented and prepared, in all material respects, in accordance with Aotearoa New Zealand
Climate Standards (NZ CSs) issued by the External Reporting Board (XRB), as explained on page 28 of the
climate statements.
Scope of the Assurance Engagement
We have undertaken a reasonable assurance verification engagement over the following GHG disclosures
within the climate statements for the year ended 25 January 2026:
• GHG Emissions Scope 1 - 130 tCO
2
e, on page 37.
• GHG Emissions Scope 2 - 1,968 tCO
2
e, on page 37.
Our assurance was limited to the GHG statement and did not include statutory financial statements. Our
assurance is limited to policies, and procedures in place as of 1 April 2026, ahead of the publication of Briscoe
Group Limited’s (the Group) climate-related disclosure for FY 2026.
Our assurance was limited to the GHG statement and did not include statutory financial statements. Our
assurance engagement does not extend to any other information included, or referred to, in the climate
statements and is confined to the information on pages 28 to 39 of the Annual Report. We have not performed
any procedures with respect to the excluded information and, therefore, no conclusion is expressed on it.
Key Matters to the GHG Assurance Engagement
We have determined that there are no key audit matters or emphasis of matter to be communicated in this
report.
Other Matters
• The FY 2023 and FY 2024 reporting years were not subject to assurance.
Comparative Information
The comparative GHG disclosures (that is GHG disclosures for the period ended 29 January 2023 and 28
January 2024) have not been subject to assurance. As such, these disclosures are not covered by our assurance
conclusion. The comparative GHG disclosure for the period ending 26 January 2025 was subject to reasonable
assurance by McHugh & Shaw Limited.
Briscoe Group Limited Annual Report 2026 | Independent Assurance Report GHG40
Independent Assurance Report NZ SAE 1 | Page 2
Materiality
Based on our professional judgement, determined quantitative materiality for the GHG disclosures is 1% for
individual emission sources, and not totalling more than 5%. Qualitative materiality has been determined with
due consideration to relevance to users of the climate statement, as well as the potential impact of omission,
misstatement, or obscurement of any information.
Competence and Experience of the Engagement Team
Our work was carried out by an independent and multi-disciplinary team including sustainability assurance
and environmental practitioners. The assurance lead retains overall responsibility for the assurance conclusion
provided.
Briscoe Group Limited’s Responsibilities for the GHG Disclosures
The Group is responsible for the preparation and fair presentation of the GHG disclosures in accordance with
the Aotearoa New Zealand Climate Standards (NZ CSs). This responsibility includes designing, implementing
and maintaining a data management system relevant to the preparation and fair presentation of GHG
disclosures that is free from material misstatement.
Inherent Uncertainty in Preparing GHG Disclosures
As discussed on page 28 of the climate statements the GHG quantification is subject to inherent uncertainty
because of incomplete scientific knowledge used to determine emissions factors and the values needed to
combine emissions of different gases.
Our Responsibilities
Our responsibility is to express an opinion on the GHG disclosures based on our verification. We are
responsible for planning and performing the verification to obtain assurance that the onsite GHG disclosures
are free from material misstatement.
As we are engaged to form an independent conclusion on the GHG disclosures prepared by management, we
are not permitted to be involved in the preparation of the GHG information as doing so may compromise our
independence.
Other Relationships
In addition to the provision of the assurance engagement over the GHG statement we also have the following
relationships, or interests, in the Group, which did not compromise our overall independence:
• Subject to certain restrictions, the employees of our firm may also deal with the two subsidiaries
within the ordinary course of trading activities of the business of Rebel Sport and Briscoes retail
stores.
Independence and Quality Management Standards A pplied
This assurance engagement was undertaken in accordance with NZ SAE 1 Assurance Engagements over
Greenhouse Gas Emissions Disclosures issued by the External Reporting Board (XRB). NZ SAE 1 is founded on
the fundamental principles of independence, integrity, objectivity, professional competence and due care,
confidentiality, and professional behaviour.
Professional and ethical standards are held in high regard and our quality management system aligns with the
standards ISO 9001:2015 and ISO 14065:2020 and we comply with the Carbon and Energy Professionals New
Zealand Code of Ethics and Code of Professional Conduct.
Briscoe Group Limited Annual Report 2026 | Independent Assurance Report GHG41
Independent Assurance Report NZ SAE 1 | Page 3
Summary of Work Performed
Our verification strategy used a combined data and controls testing approach. Evidence-gathering procedures
included but were not limited to:
• Enquiries to obtain an understanding of the overall governance and internal control environmental,
risk management processes and procedures relevant to GHG information;
• Evidence to support the reporting boundaries, organisational and legal structure reported;
• Recalculation of the GHG emissions;
• Analytical review and trend analysis of the GHG information;
• Evaluation of relationships among GHG and non-GHG data;
• Interview of personnel involved in data collection;
• Review of emissions factors used within the calculations for source appropriateness;
• Review of uncertainty and data quality;
• Review of the assumptions, estimations and quantification methodologies; and
• Seeking written representation from governance on key assertions.
Reasonable Assurance Conclusion
Our reasonable assurance verification engagement was performed in accordance with NZ SAE 1, and ISO
14064-3: 2019 – Specification with guidance for the verification and validation of greenhouse gas statements,
issued by the International Organization for Standardization (ISO). This requires that we comply with ethical
requirements (as outlined above), and plan and perform the verification to obtain reasonable assurance
(Scope 1 & 2) that the GHG disclosures are free from material misstatement.
Reasonable Assurance Procedures
• Sample testing, tracing and retracing of data trails back to primary data including vehicle fuel, LPG, refrigerant loss and
electricity records.
The data examined during the verification were historical in nature. We believe that the evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Jeska McHugh, Assurance Lead
CEP NZ Certified Carbon Auditor (#CCA1005)
McHugh & Shaw Limited
May Stewart, Independent Reviewer
May Stewart Consultancy
On behalf of McHugh & Shaw Limited
Christchurch, New Zealand
1 April 2026
Christchurch, New Zealand
1 April 2026
This report including the opinion expressed herein, is issued to the Directors of Briscoe Group Limited in accordance with the terms
of our agreement for the purpose of disclosing GHG emissions. We consent to the release of this report by you to interested parties,
but we disclaim any assumption of responsibility for any reliance on this report by any other party than for which it was prepared.
Briscoe Group Limited Annual Report 2026 | Independent Assurance Report GHG42
Briscoe Group Limited Annual Report 202643
For the 52-week period
ended 25 January 2026
Consolidated
Financial Statements
Introduction
These financial statements have been presented in a style
which attempts to make them less complex and more
relevant to shareholders.
We have grouped the note disclosures into six sections:
1. Basis of Preparation
2. Performance
3. Operating Assets and Liabilities
4. Investments
5. Financing and Capital Structure
6. Other Notes
Each section sets out the accounting policies applied
to the relevant notes.
The purpose of this format is to provide readers with
a clearer understanding of the financial affairs of the Group.
Accounting policies have been shown in shaded areas
for easier identification.
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements44
Table of Contents
Consolidated Financial Statements
Directors’ Approval of Consolidated Financial Statements47
Consolidated Income Statement48
Consolidated Statement of Comprehensive Income49
Consolidated Balance Sheet50
Consolidated Statement of Cash Flows51
Consolidated Statement of Changes in Equity53
Notes to the Consolidated Financial Statements
1. Basis of Preparation
54
1.1 General Information
54
1.2 Material Accounting Policies
54
2. Performance
56
2.1 Segment Information
56
2.2 Income and Expenses
58
2.3 Taxation
59
2.3.1 Taxation – Income statement
59
2.3.2 Taxation – Balance sheet
60
2.3.3 Imputation credits
61
2.4 Earnings Per Share
61
3. Operating Assets and Liabilities
62
3.1 Working Capital
62
3.1.1 Cash and cash equivalents
62
3.1.2 Trade and other receivables
62
3.1.3 Inventories
63
3.1.4 Trade and other payables
63
3.2 Property, Plant and Equipment
64
3.3 Intangible Assets
65
3.4 Leases
66
3.4.1 Right-of-use assets
66
3.4.2 Lease liabilities
67
3.4.3 Lease liabilities maturity analysis
67
3.4.4 Lease related expenses included in the income statement
67
3.4.5 Lease payments included in the cashflow statement
67
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements45
4. Investments
68
4.1 Investment in Equity Securities
68
5. Financing and Capital Structure
69
5.1 Interest Bearing Liabilities
69
5.2 Financial Risk Management
69
5.2.1 Derivative financial instruments
69
5.2.2 Credit risk
70
5.2.3 Interest rate risk
70
5.2.4 Liquidity risk
70
5.2.5 Market risk
71
5.2.6 Sensitivity analysis
72
5.3 Equity
74
5.3.1 Capital risk management
74
5.3.2 Share capital
74
5.3.3 Dividends
75
5.3.4 Reserves and retained earnings
75
6. Other Notes
76
6.1 Related Party Transactions
76
6.1.1 Parent and ultimate controlling company
76
6.1.2 Key management personnel
76
6.1.3 Directors’ fees and dividends
77
6.2 Employee Equity-Based Remuneration
77
6.2.1 Equity-settled performance rights
77
6.2.2 Equity-based remuneration reserve
80
6.3 Events After Balance Date
80
6.4 New Accounting Standards
80
Independent Auditor’s Report
82
Table of Contents (continued)
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements46
Authorisation for Issue
The Board of Directors authorised the issue of these Consolidated Financial Statements on 10 March 2026.
Approval by Directors
The Directors are pleased to present the Consolidated Financial Statements for Briscoe Group Limited for the 52-week
period ended 25 January 2026. (Comparative period is for the 52-week period ended 26 January 2025).
10 March 2026
For and on behalf of the Board of Directors
Dame Rosanne Meo
CHAIR
Rod Duke
GROUP MANAGING DIRECTOR
Directors’ Approval of Consolidated Financial Statements
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements47
NOTES
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Sales revenue 798,831 791,469
Cost of goods sold (485,476) (471,928)
Gross profit 313,355 319,541
Other operating income2.2 400 275
Store expenses (127,895) (124,231)
Administration expenses(90,084)(91,184)
Earnings before interest and tax 95,776 104,401
Finance income 2,971 6,127
Finance cost(15,836)(15,451)
Net finance cost5.1 (12,865) (9,324)
Profit before income tax 82,911 95,077
Income tax expense2.3.1 (23,694) (34,443)
Net profit attributable to shareholders 59,217 60,634
Earnings per share for profit attributable to shareholders:
Basic earnings per share (cents) 2.426.627. 2
Diluted earnings per share (cents)2.426.527. 2
The above consolidated income statement should be read in conjunction with the accompanying notes.
Consolidated Income Statement
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements48
NOTES
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Net Profit attributable to shareholders59,21760,634
Other comprehensive income:
Items that will not be subsequently reclassified to profit or loss:
Change in value of investment in equity securities4.1(7,201) (14,643)
Items that may be subsequently reclassified to profit or loss:
Fair value gain taken to the cashflow hedge reserve5194,454
Deferred tax on fair value gain taken to cashflow
hedge reserve
2.3.2 (145) (1,247)
Total other comprehensive income/(loss) (6,827) (11,436)
Total comprehensive income attributable to shareholders 52,390 49,198
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Consolidated Statement of Comprehensive Income
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements49
NOTES
AS AT
25 JANUARY 2026
$000
AS AT
26 JANUARY 2025
$000
ASSETS
Current assets
Cash and cash equivalents3.1.1130,325142,401
Trade and other receivables3.1.2
6,7406,830
Inventories3.1.3
90,82899,696
Derivative financial instruments5.2.57393,058
Total current assets228,632251,985
Non-current assets
Property, plant and equipment3.2214,380177,520
Intangible assets3.32,3082,329
Right-of-use assets3.4.1226,485230,263
Deferred tax2.3.212,0629,990
Investment in equity securities4.113,20220,403
Total non-current assets468,437440,505
TOTAL ASSETS697,069692,490
LIABILITIES
Current liabilities
Trade and other payables3.1.4108,033109,301
Lease liabilities3.4.320,48220,674
Taxation payable2.3.25,3505,247
Derivative financial instruments5.2.5529 34
Total current liabilities134,394135,256
Non-current liabilities
Trade and other payables3.1.41,4801,411
Lease liabilities3.4.3255,406256,028
Total non-current liabilities256,886257,439
TOTAL LIABILITIES391,280392,695
NET ASSETS305,789299,795
EQUITY
Share capital5.3.262,43562,435
Cashflow hedge reserve5.2.5183 2,250
Equity-based remuneration reserve6.2.21,004925
Other reserves5.3.4 (74,651) (67,450)
Retained earnings
316,818301,635
TOTAL EQUITY305,789299,795
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
Consolidated Balance Sheet
As at 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements50
NOTES
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
OPERATING ACTIVITIES
Cash was provided from
Receipts from customers798,436791,496
Rent received163155
Dividends received66
Interest received 3,3986,936
Insurance recovery136114
802,139798,707
Cash was applied to
Payments to suppliers (527,246)(521,507)
Payments to employees(101,718)(104,000)
Interest paid(15,836)(15,451)
Net GST paid (30,112)(17,125)
Income tax paid (24,826)(30,922)
(699,738)(689,005)
Net cash inflows from operating activities102,401109,702
INVESTING ACTIVITIES
Cash was provided from
Proceeds from sale of property, plant and equipment21 49
2149
Cash was applied to
Purchase of property, plant and equipment3.2 (49,083)(56,466)
Purchase of intangible assets(1,353)(1,695)
(50,436)(58,161)
Net cash outflows from investing activities(50,415)(58,112)
FINANCING ACTIVITIES
Cash was applied to
Dividends paid5.3.3(44,558)(64,609)
Lease liability payments(19,447)(20,064)
(64,005)(84,673)
Net cash outflows from financing activities(64,005)(84,673)
Net (decrease)/increase in cash and cash equivalents(12,019)(33,083)
Cash and cash equivalents at beginning of period142,401175,441
Effect of exchange rate changes on cash and cash equivalents(57)43
Cash and cash equivalents at period end3.1.1130,325142,401
Consolidated Statement of Cash Flows
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements51
RECONCILIATION OF NET CASH FLOWS FROM
OPERATING ACTIVITIES TO REPORTED NET PROFIT
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Reported net profit attributable to shareholders 59,217 60,634
Items not involving cash flows
Depreciation and amortisation expense36,01135,798
Deferred tax adjustment-7, 374
Bad debts and movement in doubtful debts (118) (79)
Inventory adjustments (1,660) (2,607)
Amortisation of equity-based remuneration 570 497
Loss on disposal/surrender of assets(24) 6
34,779 40,989
Impact of changes in working capital items
Decrease in trade and other receivables208987
Decrease in inventories 10,528 7,7 79
Increase/(decrease) in taxation payable 103 (3,069)
Increase in trade payables723 1,233
(Decrease)/increase in other payables and accruals(3,157) 1,149
8,405 8,079
Net cash inflow from operating activities 102,401 109,702
NET DEBT RECONCILIATION
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Cash and cash equivalents at period end130,325142,401
Lease liabilities
Opening value(276,702)(289,180)
Cash flows19,44720,064
Lease acquisitions(19,282)(7,586)
Lease surrenders649-
Total lease liabilities at period end(275,888)(276,702)
Net debt reconciliation(145,563)(134,301)
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows (continued)
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements52
NOTESSHARE
CAPITAL
CASHFLOW
HEDGE
RESERVE
EQUITY BASED
REMUNERATION
RESERVE
OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
EQUITY
$000$000$000$000$000$000
Balance at 28 January 202462,344250701(52,807)305,380315,868
Transfer of hedging gains/
losses upon settlement of
forward contracts net of tax
-(1,207)---(1,207)
Net profit attributable to
shareholders for the period
----60,63460,634
Other comprehensive income:
Change in value of investment
in equity securities
4.1---(14,643)-(14,643)
Net fair value gains taken
through cashflow hedge reserve
-3,207 ---3,207
Total comprehensive (loss)/
income for the period
-3,207 -(14,643) 60,634 49,198
Transactions with owners:
Dividends paid
5.3.3
----(64,609)(64,609)
Performance rights charged to
income statement
6.2.1
--497-- 497
Performance rights vested
5.3.2/6.2.2
91 - (91)- --
Performance rights forfeited
6.2.2
--(230)-230-
Deferred tax on equity-based
remuneration
2.3.2/6.2.2
- - 48- -48
Balance at 26 January 202562,4352,250925(67,450)301,635299,795
Transfers of hedging gains/
losses upon settlement of
forward contracts net of tax
-(2,441)---
(2,441)
Net profit attributable to
shareholders for the period
----59,21759,217
Other comprehensive income:
Change in value of investment
in equity securities
4.1---(7,201)-(7,201)
Net fair value gains taken
through cashflow hedge reserve
- 374 - - - 374
Total comprehensive (loss)/
income for the period
- 374 - (7,201) 59,21752,390
Transactions with owners:
Dividends paid
5.3.3
- - - -(44,558)(44,558)
Performance rights charged to
income statement
6.2.1
--570--570
Performance rights vested
5.3.2/6.2.2
- - - - - -
Performance rights forfeited
6.2.2
--(524)-524-
Deferred tax on equity-based
remuneration
2.3.2/6.2.2
--33--33
Balance at 25 January 202662,4351831,004(74,651)316,818305,789
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements53
1. Basis of Preparation
This section presents a summary of information considered relevant and material to
assist the reader in understanding the foundations on which the financial statements
as a whole have been compiled. Accounting policies specific to notes shown in other
sections are included as part of that particular note.
1.1 General Information
Briscoe Group Limited (the Company) and its subsidiaries (together the Group) is a retailer of homeware and sporting
goods. The Company is a limited liability company incorporated and domiciled in New Zealand and is listed on the
New Zealand Stock Exchange (NZX). Briscoe Group Limited is registered under the Companies Act 1993 and is an FMC
Reporting Entity under Part 7 of the Financial Markets Conduct Act 2013. The address of its registered office is 1 Taylors
Road, Morningside, Auckland. The Company is registered in Australia as a foreign company under the name Briscoe
Group Australasia Limited and is listed on the Australian Securities Exchange as a foreign exempt entity. (NZX / ASX
code: BGP).
The financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial
Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
These audited consolidated financial statements have been approved for issue by the Board of Directors on 10 March 2026.
1.2 Material Accounting Policies
These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting
Practice (GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and other applicable Financial Reporting Standards, as appropriate for for-profit entities. The consolidated financial
statements also comply with International Financial Reporting Standards Accounting Standards (IFRS Accounting
Standards).
The consolidated financial statements are presented in New Zealand dollars which is the Company’s functional currency
and the Group’s presentation currency. All financial information has been presented in thousands, unless otherwise stated.
The material accounting policies adopted in the preparation of the financial report are set out below. These policies have
been consistently applied to all the periods presented, unless otherwise stated.
Entities reporting
The consolidated financial statements reported are for the consolidated Group which is the economic entity comprising
Briscoe Group Limited and its subsidiaries. The Group is designated as a for-profit entity for the purposes of complying
with GAAP.
Reporting period
These consolidated financial statements are in respect of the 52-week period 27 January 2025 to 25 January 2026 and
provide a balance sheet as at 25 January 2026. The comparative period is in respect of the 52-week period 29 January
2024 to 26 January 2025. The Group operates on a weekly trading and reporting cycle resulting in 52 weeks for most
years with a 53-week period occurring once every 5-6 years.
Principles of consolidation
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. Subsidiaries are fully consolidated from the date on which control is transferred
to the Company. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are
eliminated. Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies
adopted by the Company.
Notes to the Consolidated Financial Statements
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements54
SUBSIDIARIES
ACTIVITY2026 INTEREST2025 INTEREST
Briscoes (New Zealand) LimitedHomeware retail100%100%
The Sports Authority Limited (trading as Rebel Sport)Sporting goods retail100%100%
Rebel Sport LimitedName protection100%100%
Living and Giving LimitedName protection100%100%
All companies above are incorporated in New Zealand and have a balance date consistent with that of the Company
as outlined in the accounting policies.
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation
of certain assets as identified in specific accounting policies detailed throughout these financial statements.
Critical accounting judgements and estimates
In the process of applying the Group’s accounting policies and the application of accounting standards, a number
of estimates and judgements have been made. The estimates and underlying assumptions are based on historical
experience and adjusted for current market conditions and other factors, including expectations of future events that
are considered to be reasonable under the circumstances. If outcomes within the next financial period are significantly
different from assumptions, this could result in adjustments to carrying amounts of the asset or liability affected.
Further explanation as to estimates and assumptions made by the Group can be found in the notes to the financial
statements:
AREAS OF JUDGEMENT AND ESTIMATIONNOTEKEY ESTIMATES
Inventories3.1.3Inventory provision
Leases3.4Incremental borrowing rate
Climate related risks
The Group monitors its exposure to Climate-related risks and reviews its Climate-related risk assessment annually. As
part of this annual assessment, we have not identified any material impacts requiring specific disclosure in the financial
statements. The identified climate-related risks and opportunities including both physical and transitional impacts have
been considered as part of the above critical accounting judgements and estimates.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement, except when deferred in which case they are recognised in other comprehensive
income as qualifying cash flow hedges.
1. Basis of Preparation
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements55
This section reports on the results and performance of the Group, providing additional
information about individual items, including performance by operating segment,
revenue, expenses, taxation and earnings per share.
2.1 Segment Information
An operating segment is a component of an entity that engages in business activities which earns revenue and incurs
expenses and for which the chief operating decision maker (CODM) reviews the operating results on a regular basis and
makes decisions on resource allocation. The Group has determined its CODM to be the group of executives comprising
the Managing Director, Chief Operating Officer, Chief Financial Officer and the Chief People Officer.
The Group is organised into two reportable operating segments, namely homeware and sporting goods, reflecting the
different retail sectors within which the Group operates. The Company is considered not to be a reportable operating
segment. Eliminations and unallocated amounts as shown below are primarily attributable to the Company. There were
no inter-segment sales in the period (2025: Nil).
Information regarding the operations of each reportable operating segment is included below. Segment profit
represents the profit earned by each segment and is extracted from the income statements associated with the two
trading subsidiary companies, Briscoes (New Zealand) Limited and The Sports Authority Limited (trading as Rebel
Sport). Earnings before interest and tax (EBIT) is a non-GAAP measure and used by CODM to assess the performance
of the operating segments. This measure should not be viewed in isolation, nor considered as a substitute for measures
reported in accordance with NZ IFRS. This non-GAAP financial measure may not be comparable to similarly titled
amounts reported by other companies.
FOR THE PERIOD ENDED 25 JANUARY 2026
HOMEWARESPORTING
GOODS
ELIMINATIONS/
UNALLOCATED
TOTAL
GROUP
$000$000$000$000
INCOME STATEMENT
Sales revenue496,773 302,058 - 798,831
Cost of goods sold(305,035) (180,441) - (485,476)
Gross profit 191,738 121,617 - 313,355
Earnings before interest and tax 50,603 41,780 3,393 95,776
Finance income 759 1,704 508 2,971
Finance costs (10,479)(5,339) (18)(15,836)
Net finance cost(9,720) (3,635) 490 (12,865)
Income tax expense (11,728) (10,687) (1,279) (23,694)
Net profit after tax 29,155 27,458 2,604 59,217
BALANCE SHEET ITEMS:
Assets413,828261,298 21,943
1.
697,069
Liabilities265,414143,754(17,888)391,280
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and
equipment, intangibles and investments
42,613 7,823 - 50,436
Depreciation and amortisation expense 23,249 12,762 - 36,011
$000
1. Investment in equity securities15,985
Intercompany eliminations(25,988)
Other balances31,946
21,943
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements56
FOR THE PERIOD ENDED 26 JANUARY 2025
HOMEWARESPORTING
GOODS
ELIMINATIONS/
UNALLOCATED
TOTAL
GROUP
$000$000$000$000
INCOME STATEMENT
Sales revenue489,810301,659-791,469
Cost of goods sold(293,980)(177,948)-(471,928)
Gross profit195,830 123,711 - 319,541
Earnings before interest and tax56,529 44,229 3,643 104,401
Finance income1,121 4,239 767 6,127
Finance cost(10,271) (5,177) (3) (15,451)
Net finance costs(9,150) (938) 764 (9,324)
Income tax expense(20,944) (12,133) (1,366) (34,443)
Net profit after tax26,43531,158 3,041 60,634
BALANCE SHEET ITEMS:
Assets396,548 266,13529,807
1.
692,490
Liabilities264,082 142,631 (14,018) 392,695
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and
equipment, intangibles and investments
53,106 5,055 - 58,161
Depreciation and amortisation expense23,022 12,776 - 35,798
$000
1. Investment in equity securities23,187
Intercompany eliminations(22,650)
Other balances29,270
29,807
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements57
2.2 Income and Expenses
Revenue recognition
Revenue comprises the fair value of consideration received or receivable for the sale of goods and services, net of Goods
and Services Tax (GST), and discounts and after eliminating sales within the Group. Revenue is recognised as follows:
Sales of goods - retail
For all sales, control is considered to pass to the customer at the point when the customer can use or otherwise
benefit from the goods and services. For in-store sales, control passes to the customer at point of sale. For online
sales, the order along with delivery to the customer are considered to comprise a single performance obligation,
therefore control is considered to pass to the customer on delivery of the goods. Retail sales are predominantly
by credit card, debit card or in cash.
Rental income
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the period
of the lease.
Interest income
Interest income is recognised on a time-proportionate basis using the effective interest method
Dividend income
Dividend income is recognised when the right to receive the dividend is established.
Profit before income tax includes the following specific income and expenses:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Income
Rental income163155
Dividends received66
Insurance recovery136114
Gain on lease surrender95-
Expenses
Depreciation of property, plant and equipment12,13111,713
Amortisation of software costs1,3741,444
Depreciation of right-of-use assets22,50622,641
Interest on leases15,81815,448
Operating lease rental expense3737
Wages, salaries and other short-term benefits100,71797,399
Equity-based remuneration (refer also Note 6.2)570497
Amounts paid to auditors:
Statutory Audit170165
Half year review5755
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements58
2.3 Taxation
Current and deferred income tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the income
tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax
bases of assets and liabilities and their carrying amounts in the financial statements.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance
sheet date in New Zealand, being the country where the Group operates and generates taxable income. The Group
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the
tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are
offset when the entity has a legal enforceable right to offset and intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Goods and Services Tax (GST)
The income statement, statement of comprehensive income and statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the balance sheet are stated net of GST, with the exception of trade
receivables and trade payables, which include GST invoiced.
2.3.1 Taxation – Income statement
The total taxation charge in the income statement is analysed as follows:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
(a) Income tax expense
Current tax expense:
Current tax23,53826,887
Adjustments for prior periods1,391967
24,92927,854
Deferred tax expense:
Decrease/(increase) in future tax benefit current period86161
Tax effect of legislative changes-7, 374
Adjustments for prior periods (1,321)(946)
(1,235)6,589
Total income tax expense23,69434,443
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements59
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
(b) Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense 82,911 95,077
Tax at the corporate rate of 28% (2025: 28%) 23,215 26,622
Tax effect of amounts which are either non-deductible or non-assessable
in calculating taxable income:
409426
Tax effect of legislative changes-7, 374
Prior period adjustments7021
Total income tax expense 23,694 34,443
The Group has no tax losses (2025: Nil) and no unrecognised temporary differences (2025: Nil).
2.3.2 Taxation – Balance sheet
(a) Deferred Taxation
The following are the major deferred taxation liabilities and assets recognised by the Group and movements
thereon during the current and prior period:
DEPRECIATIONPROVISIONS
DERIVATIVE
FINANCIAL
INSTRUMENTS
RIGHT OF
USE ASSET
LEASE
LIABILITYTOTAL
$000$000$000$000$000$000
At 28 January 2024372 4,753(97)(68,689)80,97017,309
Recognised in the income statement(7,007)(304)-4,215(3,493)(6,589)
Recognised in equity-48469--517
Recognised in other comprehensive
income
-- (1,247)--(1,247)
At 26 January 2025(6,635)4,497(875)(64,474)77,4779,990
Recognised in the income statement805(400)-1,058(228)1,235
Recognisd in equity-33 949--982
Recognised in other comprehensive
income
-- (145)--(145)
At 25 January 2026(5,830)4,130(71)(63,416)77,24912,062
(b) Taxation payable
The following is the analysis of the movements in the taxation payable balance during the current and prior period:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Movements:
Balance at beginning of period (5,247) (8,316)
Current tax (24,929) (27,854)
Tax paid 24,526 30,488
Foreign investor tax credit (FITC) 300 435
Balance at end of period (5,350) (5,247)
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements60
2.3.3 Imputation credits
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Imputation credits available for use in subsequent accounting periods 153,534 145,980
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
• Imputation credits that will arise from the payment of the provision for income tax,
• Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date, and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The consolidated amounts include imputation credits that would be available to the Company if subsidiaries
paid dividends.
2.4 Earnings per share
Earnings per share (EPS) is the amount of post-tax profit attributable to each share.
Basic EPS is computed by dividing the net profit attributable to shareholders by the weighted average number
of ordinary shares on issue during the period.
Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the Basic EPS.
These are in the form of performance rights. Diluted EPS is therefore computed by dividing the net profit attributable
to shareholders by the weighted average number of ordinary shares on issue during the period, adjusted to include the
potentially dilutive effect if performance rights to issue ordinary shares were exercised and converted into shares.
PERIOD ENDED
25 JANUARY 2026
PERIOD ENDED
26 JANUARY 2025
Net profit attributable to shareholders $000 59,217 60,634
Basic
Weighted average number of ordinary shares on issue (thousands) 222,790 222,787
Basic earnings per share 26.6 cents 27.2 cents
Diluted
Weighted average number of ordinary shares on issue adjusted for performance
rights issued but not exercised (thousands)
223,274 223,208
Diluted earnings per share 26.5 cents 27.2 cents
2. Performance
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements61
This section reports the assets used to generate the Group’s trading performance
and the liabilities incurred as a result. Liabilities relating to the Group’s financing
activities are addressed in note 5. Assets and liabilities in relation to deferred taxation
and taxation payable are shown in note 2.3. The carrying amounts of financial assets
and liabilities are equivalent to their fair value unless otherwise stated.
3.1 Working Capital
Working capital represents the assets and liabilities the Group generates through its trading activity. The Group
therefore defines working capital as cash, trade and other receivables, inventories and trade and other payables.
3.1.1 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other
short-term, highly liquid investments with original maturities of three months or less, that are readily convertible
to known amounts of cash and that are subject to an insignificant risk of changes in value.
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Cash at bank or on hand130,325142,401
As at 25 January 2026 the Group held foreign currency equivalent to NZ$2.407 million (2025: NZ$1.473 million)
which is included in the table above. The foreign currency in which the Group deals primarily is the US Dollar.
3.1.2 Trade and other receivables
Trade receivables arise from sales made to customers on credit or through the collection of purchasing rebates from
suppliers not otherwise deducted from suppliers’ payable accounts. All rebates are deducted from the cost of inventory.
Trade receivables are recognised initially at the value of the invoice sent to the customer (fair value) and subsequently
at the amounts considered recoverable (amortised cost). Trade receivable balances are reviewed on an on-going basis.
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Trade receivables 1,622 1,645
Prepayments 3,069 3,242
Other receivables 2,049 1,943
Total trade and other receivables 6,740 6,830
No interest is charged on trade receivables.
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements62
3.1.3 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using a weighted average method
and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary
to make the sale.
The Group assesses the likely residual value of inventory. Stock provisions are recognised for inventory which is
expected to sell for less than cost and also for the value of inventory likely to have been lost to the business through
shrinkage between the date of the last applicable stocktake and balance date. In recognising the provision for inventory,
judgement has been applied by considering a range of factors including historical results, current trends and specific
product information from buyers.
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Finished goods 94,728 103,992
Inventory provisions and adjustments (3,900) (4,296)
Net inventories 90,828 99,696
During the period the Group recognised $473.0 million (2025: $459.6 million) of inventory as an expense within cost
of goods sold.
3.1.4 Trade and other payables
Trade and other payable amounts represent liabilities for goods and services provided to the Group prior to the end
of a financial period, which are unpaid.
Trade payables
Trade payables are recognised at the value of the invoice received from a supplier (fair value). The carrying value of
trade payables is considered to approximate fair value as the amounts are unsecured and are usually paid within 60 days
of recognition.
Employee entitlements
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected to
be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up
to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for
non accumulating sick leave are recognised when the leave is taken and measured at the rates paid
or payable. The liability for employee entitlements is carried at the present value of the estimated future cash flows.
Bonus plans
A liability is recognised for bonuses payable to employees where a contractual obligation arises for an agreed level
of payment dependent on both company and individual performance criteria.
Long service leave
The liability for long service leave is recognised as a non-current liability and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting date using the projected
unit credit method. Consideration is given to expected future wage and salary levels, history of employee departure rates
and periods of service. Expected future payments are discounted using market yields at the reporting date on government
bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Provisions
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 relate to returns in relation to sales of goods directly imported by the Group and are expected to be fully
utilised within the next twelve months. Provisions relating to inventory, receivables and employee benefits have been
treated as part of those specific balances. There are no other provisions relating to these financial statements.
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements63
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Trade payables 67,898 67,1 75
Employee entitlements 11,443 12,444
Other payables and accruals 30,018 30,926
Provisions 154 167
Total trade and other payables 109,513 110,712
Shown in balance sheet as:
Current liabilities 108,033 109,301
Non-current liabilities 1,480 1,411
Total trade and other payables 109,513 110,712
3.2 Property, Plant and Equipment
All property, plant and equipment is stated at historical cost less depreciation and any impairment adjustments.
Historical cost includes expenditure that is directly attributable to the acquisition of property, plant and equipment.
Costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with an item will flow to the Group and the cost of an item can be
measured reliably.
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals of assets are determined by comparing proceeds with carrying amounts. These gains and
losses are included in the income statement.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost,
net of their estimated residual values, over their estimated useful lives, as follows:
• Freehold buildings 33 years
• Plant and equipment 3 - 15 years
Property, plant and equipment is reviewed whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which an asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, or value in use.
The Group assesses whether there are indications, for example loss-making stores, for certain trigger events which may
indicate that an impairment in property, plant and equipment values exist at balance date.
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements64
LAND AND
BUILDINGS
$000
PLANT AND
EQUIPMENT
$000
TOTAL
$000
At 28 January 2024
Cost 111,497 101,076 212,573
Accumulated depreciation (15,123) (64,640) (79,763)
Net book value 96,374 36,436 132,810
Period ended 26 January 2025
Opening net book value 96,374 36,436 132,810
Additions 31,963 24,503 56,466
Disposals - (43) (43)
Depreciation charge (2,937) (8,776) (11,713)
Closing net book value 125,400 52,120 177,520
At 26 January 2025
Cost 143,460 124,213 267,673
Accumulated depreciation (18,060) (72,093) (90,153)
Net book value 125,400 52,120 177,520
Period ended 25 January 2026
Opening net book value 125,400 52,120 177,520
Additions 24,503 24,580 49,083
Disposals - (92) (92)
Depreciation charge (2,939) (9,192) (12,131)
Closing net book value 146,964 67,416 214,380
At 25 January 2026
Cost 167,963 141,731 309,694
Accumulated depreciation (20,999) (74,315) (95,314)
Net book value 146,964 67,416 214,380
Capital commitments
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Capital commitments in relation to property, plant and equipment
at balance date not provided for in the financial statements 33,755
1.
61,190
1. $33.3 million (2025: $60.4 million) in relation to the construction, fit-out and automation of the Group’s new distribution centre at Drury, South Auckland.
3.3 Intangible Assets
Intangible assets are non-physical assets used by the Group to operate the business. Software costs have a finite useful
life. Software costs which can be capitalised are amortised on a straight-line basis over the estimated useful economic
life of 2 to 5 years. Software-as-a-service costs are expensed when they are incurred.
Software is the only intangible asset recorded in the financial statements. All software has been acquired externally.
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements65
3.4 Leases
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the remaining lease payments. Lease payments to be made under reasonably
certain extension options are also included in the measurement of the liabilities.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount of the lease
liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term. In considering the lease term, the Group applies
judgement in determining whether it is reasonably certain that an extension or termination option will be exercised.
Both right-of-use assets and lease liabilities are discounted applying interest rate implicit in the lease, or if this cannot be
determined, the incremental borrowing rate at the commencement of the lease. To determine the incremental borrowing
rate the Group have applied a blended secured and unsecured borrowing rate. For the secured rate the Group have
utilised third party financing options and adjusted for an appropriate credit spread which reflects the terms of the lease
and the type of asset leased.
Extension options are included in a number of property leases across the Group. These are used to maximise operational
flexibility in terms of managing the assets used in the Group’s operation. Extension options held are exercisable only
by the Group and not by the respective lessor. During the period the Group recognised all extension options (2025:
all recognised).
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities, created
on the adoption of NZ IFRS 16:
3.4.1 Right-of-use assets
LAND AND BUILDINGS
$000
Period ended 26 January 2025
Opening carrying amount245,318
Additions7,586
Surrender-
Depreciation for the period(22,641)
Closing carrying amount 230,263
At 26 January 2025
Cost357,977
Accumulated depreciation(127,714)
Carrying amount230,263
Period ended 25 January 2026
Opening carrying amount230,263
Additions19,282
Surrender(554)
Depreciation for the period(22,506)
Closing carrying amount226,485
At 25 January 2026
Cost376,705
Accumulated depreciation(150,220)
Carrying amount226,485
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements66
3.4.2 Lease liabilities
AS AT
25 JANUARY 2026
$000
AS AT
26 JANUARY 2025
$000
Opening value276,702289,180
Additions19,2827,586
Surrender(649)-
Interest for the period15,81815,448
Lease payments made(35,265)(35,512)
Total lease liabilities275,888276,702
3.4.3 Lease liabilities maturity analysis
MINIMUM LEASE
PAYMENTS
$000
INTEREST
$000
PRESENT
VALUE
$000
Within one year36,197(15,715)20,482
One to five years135,453(51,859)83,594
Beyond five years243,451(71,639)171,812
Total415,101(139,213)275,888
Current20,482
Non-current255,406
Total275,888
3.4.4 Lease related expenses included in the income statement
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Depreciation22,50622,641
Short-term leases3737
Interest on leases15,81815,448
Total38,36138,126
3.4.5 Lease payments included in the cashflow statement
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Total cash outflow in relation to leases35,26535,512
3. Operating Assets and Liabilities
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements67
This section explains how the Group records investments made in listed securities.
4.1 Investment in Equity Securities
During 2015, 2018 and 2019 Briscoe Group Limited acquired a total of 48,007,465 shares in KMD Brands Limited
for a cost of $87,853,048. This holding represented a 6.75% ownership in KMD Brands Limited as at 25 January 2026.
These shares are equity investments, quoted in the active market, which the Group has elected to designate as a
financial asset at fair value through other comprehensive income (FVOCI). An adjustment was made at period end
to reflect the fair value of these shares as at 25 January 2026
1.
.
$000
At 28 January 202435,046
Additions-
Change in fair value credited to other reserves(14,643)
At 26 January 202520,403
Additions-
Change in fair value credited to other reserves(7,201)
At 25 January 202613,202
1. Fair value determined to be $0.275 per share as per NZX closing price of KMD Brands Limited as at 23 January 2026 (2025: $0.425)
(Level 1 in the fair value hierarchy).
4. Investments
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements68
This section reports on the Group’s funding sources and capital structure,
including its balance sheet liquidity and access to capital markets.
5.1 Interest Bearing Liabilities
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
There were no interest bearing liabilities as at 25 January 2026 (2025: Nil). The Group established a committed trade
finance facility on 21 January 2026 of $30 million with ANZ Bank New Zealand Limited. No amounts have been drawn
down to date.
Net finance costsAS AT
25 JANUARY 2026
$000
AS AT
26 JANUARY 2025
$000
Interest income 2,971 6,127
Interest expense - leases (15,818) (15,448)
Other finance costs (18) (3)
Net finance cost (12,865) (9,324)
5.2 Financial Risk Management
The Group’s activities expose it to various financial risks including credit risk, liquidity risk and market risk (such as
currency risk and equity price risk). The Group’s overall risk management programme seeks to minimise potential
adverse effects on the Group’s financial performance. The Group uses certain derivative financial instruments to hedge
certain risk exposures.
5.2.1 Derivative financial instruments
Derivatives are recognised initially at fair value on the date a derivative contract is entered into and are subsequently
re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain
derivatives as hedges of highly probable forecast transactions (cash flow hedges).
At the inception of a transaction the economic relationship between hedging instruments and hedged items, and the
risk management objective and strategy for undertaking various hedge transactions, are documented. An assessment
is also documented, both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging
transactions have been and will continue to be effective in offsetting changes in fair values or cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges,
is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised
immediately in the income statement within cost of goods sold.
Amounts accumulated in other comprehensive income are recycled in the income statement in the periods when the
hedged item will affect profit or loss (for instance when the forecast purchase that is hedged takes place). However,
when a forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or
a non-financial liability, the gains and losses previously deferred in other comprehensive income are transferred from the
cash flow hedge reserve and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other
comprehensive income and is recognised when the forecast transaction is ultimately recognised in the income
statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported
in other comprehensive income is immediately transferred to the income statement within cost of goods sold.
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements69
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative
instruments are recognised immediately in the income statement within administration expenses.
5.2.2 Credit risk
Credit risk refers to the risk of a counterparty failing to discharge an obligation. In the normal course of its business,
Briscoe Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its
cash, short-term investments and derivative financial instruments with only high-credit-rated, Board-approved financial
institutions. Sales to retail customers are settled predominantly in cash or by using major credit cards. Less than 1% of
reported sales give rise to trade receivables. The Group holds no collateral over its trade receivables.
5.2.3 Interest rate risk
The Group has no long-term interest-bearing liabilities but does have interest rate risk exposure from periodic short-term
drawdowns of established funding facilities and placements of short-term deposits, as operating cash flows necessitate.
The Group’s short to medium term liquidity position is monitored daily and reported to the Board monthly.
5.2.4 Liquidity risk
Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level will result in the Group
foregoing investment opportunities or not being able to meet its obligations in a timely manner, and therefore gives rise
to lower investment income or to higher borrowing costs than otherwise. Prudent liquidity risk management includes
maintaining sufficient cash, and ensuring the availability of adequate amounts of funding from credit facilities.
The Group’s liquidity exposure is managed by ensuring sufficient levels of liquid assets and committed facilities are
maintained based on regular monitoring of a rolling 3-month daily cash requirement forecast. The Group’s liquidity
position fluctuates throughout the period, being strongest immediately after the end of the period. The months leading
up to Christmas trading put the greatest strain on Group cash flows due to the build-up of inventory as well as the
interim dividend payment. The Group operates well within its available funding facilities.
The table below analyses the Group’s financial liabilities and gross-settled forward foreign exchange contracts into
relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity
date. The cash flow hedge ‘outflow’ amounts disclosed in the table are the contractual undiscounted cash flows liable
for payment by the Group in relation to all forward foreign exchange contracts in place at balance date. The cash flow
hedge ‘inflow’ amounts represent the corresponding injection of foreign currency back to the Group as a result of the
gross settlement on those contracts, converted using the forward rate at balance date. The carrying value shown is the
net amount of derivative financial liabilities and assets as shown in the balance sheet. Changes in the carrying value
affect profit when the underlying inventory to which the derivatives relate, is sold.
Trade and other payables are shown at carrying value in the table. No discounting has been applied as the impact
of discounting is not significant.
An analysis detailing remaining contractual maturities for lease liabilities is shown in Note 3.4.3.
AS AT 25 JANUARY 2026
3 MONTHS
OR LESS
$000
3 – 6
MONTHS
$000
6 – 9
MONTHS
$000
9 – 12
MONTHS
$000
TOTAL
$000
CARRYING
VALUE
$000
Trade and other payables(86,314)---(86,314)(86,314)
Forward foreign exchange contracts
Cash flow hedges:
- outflow (31,015) (8,496) (427)- (39,938)
- inflow 31,3108,418 420 - 40,148
- Net 295 (78) (7) - 210210
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements70
AS AT 26 JANUARY 2025
3 MONTHS
OR LESS
$000
3 – 6
MONTHS
$000
6 – 9
MONTHS
$000
9 – 12
MONTHS
$000
TOTAL
$000
CARRYING
VALUE
$000
Trade and other payables(83,299)---(83,299)(83,299)
Forward foreign exchange contracts
Cash flow hedges:
- outflow(28,352)(12,141)(2,070) (4,621)(47,184)
- inflow 30,142 13,106 2,180 4,780 50,208
- Net 1,790 965 110 159 3,0243,024
The cash flow hedges inflow amounts use the forward rate at balance date.
5.2.5 Market risk
Equity price risk
The Group is exposed to equity price risk arising from the investment held in KMD Brands Limited, classified in the
balance sheet as investment in equity securities. (Refer note 4.1).
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures primarily to the US dollar, in respect
of purchases of inventory directly from overseas suppliers.
The Group’s foreign exchange risk is managed in accordance with Board-approved Group Treasury Risk Management
Policies. The current policy requires hedging of both committed and forecasted foreign currency payment levels across
the current and subsequent three calendar quarters. The policy is to cover 100% of committed purchases and lower
levels of forecasted purchases depending on which quarter the forecasted exposure relates to. Hedging is reviewed
regularly and reported to the Board monthly.
The Group uses forward foreign exchange contracts and maintains short-term holdings of foreign currencies in foreign
denominated currency bank accounts, with major financial institutions only, to hedge its foreign exchange risk in
anticipation of future purchases.
The following table shows the fair value of forward foreign exchange contracts held by the Group as derivative financial
instruments at balance date:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Current assets
Forward foreign exchange contracts7393,058
Total current derivative financial instrument assets7393,058
Current liabilities
Forward foreign exchange contracts 529 34
Total current derivative financial instrument liabilities 529 34
The contracts are subject to an enforceable master netting arrangement, which allows for net settlement of the relevant
assets and liabilities. For financial reporting purposes these are not offset.
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements71
Forward foreign exchange contracts – cash flow hedges
Where forward foreign exchange contracts have been designated and tested as an effective hedge the portion of
the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in other
comprehensive income. These gains or losses are released to the income statement at various dates over the subsequent
financial period as the inventory for which the hedge exists, is sold.
The fair value of these contracts is determined by using valuation techniques as they are not traded in an active market.
The valuation techniques maximise the use of observable market data where it is available and rely as little as possible
on entity specific estimates. The fair value is determined by mark-to-market valuations using forward exchange. These
derivatives have been determined to be within level 2 of the fair value hierarchy as all significant inputs required to
ascertain their fair value are observable.
Forward foreign exchange contracts are used for hedging committed or highly probable forecast purchases of inventory
for the ensuing financial period. The contracts are timed to mature when major shipments of inventory are scheduled
to be dispatched and the liability settled. The cash flows are expected to occur at various dates within one year from
balance date.
At balance date these contracts are represented by assets of $738,715 (2025: $3,058,284) and liabilities of $529,047
(2025: $34,190) and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a
net gain of $150,961 (2025: net gain $2,177,347). The cash flow hedge reserve also consists of gains and losses, net of
deferred tax, from foreign currencies used as hedges, as a net gain of $31,887 (2025: net gain of $72,568). The total of
these net gains and losses amount to a net gain of $182,848 (2025: net gain of $2,249,915).
When forward foreign exchange contracts are not designated and tested as an effective hedge, the gain or loss on the
forward foreign exchange contract is recognised in the income statement.
At balance date there are no such contracts in place (2025: Nil).
5.2.6 Sensitivity analysis
Based on historical movements and volatilities and review of current economic commentary the following movements
are considered reasonably possible over the next 12 month period:
• A shift of -10.0% / +10.0% (2025: -7.5% / +7.5%) in the NZD against the USD, from the period-end rate of 0.5910
(2025: 0.5703),
• A shift of -7.5% / +7.5% (2025: -7.5% / +7.5%) in the NZD against the EUR, from the period-end rate of 0.50294
(2025: 0.54559),
• A shift of -0.25% / +0.75% (2025: -1.25% / +0.25%) in market interest rates from the period-end weighted average
deposit rate of 2.25% (2025: 4.56%),
• A shift of -10% / +30% (2025: -10% / +20%) in the NZX share price of KMD Brands Limited from the period-end
closing share price of $0.275 (2025: $0.425).
If these movements were to occur, the positive / (negative) impact on consolidated profit after tax and consolidated
equity for each category of financial instrument held at balance date is presented on the next page:
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements72
AS AT 25 JANUARY 2026
Interest rateForeign exchange rateEquity price
-0.25%+0.75%
-10.0/
-7.5%
+10.0/
+7.5%
-10%+30%
CARRYING
AMOUNT
$000
PROFIT
$000
EQUITY
$000
PROFIT
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
Financial Assets:
Cash and cash equivalents
1.
130,325(230)(230)691691193(158)--
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)
2.
739----2,30134--
Investment in equity
securities
3.
13,202------(1,320)3,961
Financial Liabilities:
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)
2.
529----986 (2,193)--
Total increase /(decrease)(230)(230)6916913,480(2,317)(1,320)3,961
Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing
and therefore not subject to market risk.
AS AT 26 JANUARY 2025
Interest rateForeign exchange rateEquity PRICE
-1.25%+0.25%-7.5%+7.5%-10%+20%
CARRYING
AMOUNT
$000
PROFIT
$000
EQUITY
$000
PROFIT
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
EQUITY
$000
Financial Assets:
Cash and cash equivalents
1.
142,401(1,268)(1,268)25425485(73)--
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)
2.
3,058
----2,701(2,321)--
Investment in equity
securities
3.
20,403------(2,040)4,081
Financial Liabilities:
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)
2.
34----227(200)--
Total increase /(decrease)(1,268)(1,268)2542543,013(2,594)(2,040)4,081
Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing
and therefore not subject to market risk.
1. Cash and cash equivalents include deposits at call which are at floating interest rates.
2. Derivatives designated as cashflow hedges are foreign exchange contracts used to hedge against the NZD:USD and NZD:EUR foreign exchange risk arising from
foreign denominated future payments. There is no profit or loss sensitivity as the hedges are 100% effective.
3. Investment in equity securities represents shares held in KMD Brands Limited. There is no profit or loss sensitivity as impacts from changes in KMD Brands
Limited’s share price are accounted for through equity.
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements73
5.3 Equity
5.3.1 Capital risk management
The Group’s capital comprises contributed equity, reserves and retained earnings.
The Group’s objective when managing capital is to achieve a balance between maximising shareholder wealth and
ensuring the Group is able to operate competitively with the flexibility to take advantage of growth opportunities as they
arise. In order to meet these objectives the Group may adjust the amount of dividend payments made to shareholders
and/or seek to raise capital through debt and/or equity. There are no specific banking or other arrangements which
require the Group to maintain specified equity levels.
5.3.2 Share capital
Share capital comprises ordinary shares only. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary
share and have equal dividend rights and no par value.
Contributed equity – ordinary shares
No. of authorised sharesShare capital
PERIOD ENDED
25 JANUARY 2026
SHARES
PERIOD ENDED
26 JANUARY 2025
SHARES
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Opening ordinary shares 222,790,012 222,765,778 62,435 62,344
Issue of ordinary shares arising from the vesting
of performance rights
- 24,234-
1.
91
1.
Balance at end of period 222,790,012 222,790,012 62,435 62,435
1. When performance rights vest, the amount in the equity-based remuneration reserve relating to those performance rights vested is transferred to share capital.
No performance rights vested during the period therefore no share were issued (2025: 24,234) and no transfer made between the equity-based remuneration
reserve and share capital (2025: $90,992).
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements74
5.3.3 Dividends
Provision is made for the amount of any dividend declared on or before the balance date but not distributed
at balance date.
Cents per shareShare capital
PERIOD ENDED
25 JANUARY 2026
SHARES
PERIOD ENDED
26 JANUARY 2025
SHARES
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Interim dividend for the period ended 25 January 2026 10.00 - 22,279 -
Final dividend for the period ended 26 January 2025 10.00 - 22,279 -
Interim dividend for the period ended 26 January 2025 - 12.50 - 27,849
Final dividend for the period ended 28 January 2024 - 16.50 - 36,760
20.00 29.00 44,558 64,609
All dividends paid were fully imputed (refer also to Note 2.3.3 for imputation credits available for use in subsequent
periods). Supplementary dividends of $299,574 (2025: $434,936) were provided to shareholders not tax resident
in New Zealand, for which the Group received a Foreign Investor Tax Credit entitlement.
On 10 March 2026 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 25
January 2026. The dividend will be paid at a rate of 10.0 cents per share for all shares on issue as at 20 March 2026,
with full imputation credits attached.
5.3.4 Reserves and retained earnings
Cashflow hedge reserve
The hedging reserve is used to record gains and losses on a hedging instrument in a cash flow hedge that are
recognised directly in other comprehensive income, as described in the accounting policy in section 5.2. The
amounts are recognised as profit or loss when the associated hedged transaction affects profit or loss. (Refer also
to the consolidated statement of changes in equity).
Equity-based remuneration reserve
The equity-based remuneration reserve is used to recognise the fair value of performance rights granted but
not exercised, lapsed or forfeited. Amounts are transferred to share capital when vested performance rights are
exercised. (Refer also to the consolidated statement of changes in equity and note 6.2).
Other reserves
Other reserves represents the adjustment made at balance date to reflect the fair value of the investment in KMD
Brands Limited. (Refer also to the consolidated statement of changes in equity and note 4.1).
5. Financing and Capital Structure
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements75
6.1 Related Party Transactions
6.1.1 Parent and ultimate controlling party
Briscoe Group Limited is the immediate parent, ultimate parent and controlling party for all companies in the Group.
During the period the Company advanced and repaid loans to its subsidiaries by way of internal current accounts. In
presenting the financial statements of the Group, the effect of transactions and balances between fellow subsidiaries and
those with the Company have been eliminated. No interest is charged on internal current accounts.
The Group undertook transactions with the following related parties as detailed below:
• The RA Duke Trust, of which RA Duke is a trustee, as owner of the Rebel Sport premises at Panmure, Auckland,
received rental payments of $732,500 (2025: $732,500) from the Group, under an agreement to lease premises to
The Sports Authority Limited (trading as Rebel Sport). The remaining non-cancellable term of this lease is 0.2 years
(2025: 1.2 years) with a payment commitment of $122,083 (2025: $854,583). The parties are currently negotiating a
new lease for this site.
• Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $634,113 (2025: $600,634)
as owner of the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises
to Briscoes (NZ) Limited. The remaining non-cancellable term of this lease is 6.6 years (2025: 7.6 years) with a
payment commitment of $4,399,184 (2025: $5,033,296).
• Kein Geld Westgate Limited, an entity associated with RA Duke, forms part of an unincorporated joint venture
known as Westgate Lifestyle Centre Joint Venture. The joint venture owns Westgate Lifestyle Shopping Centre
at Westgate, Auckland, which includes the Briscoes Homeware and Rebel Sport premises. Rental payments of
$283,897 (2025: $565,144) were received under an agreement to lease premises to Briscoes (NZ) Limited. This
included a six-month rent-free period whilst the store underwent refurbishment. The remaining non-cancellable
term of this lease is 8.3 years (2025: 0.3 years) with a payment commitment of $5,100,840 (2025: $141,286). The
joint venture also received rental payments of $362,258 (2025: $301,253) under an agreement to lease premises to
The Sports Authority Limited (trading as Rebel Sport). The remaining non-cancellable term of this lease is 8.3 years
(2025: 0.3 years) with a payment commitment of $3,421,095 (2025: $75,313).
• The RA Duke Trust (including RA Duke Limited) received dividends of $34,313,277 (2025: $49,754,251).
• P Duke, spouse of RA Duke, received payments of $38,954 (2025: $65,000) in relation to her employment as an
overseas buying specialist with Briscoe Group Limited, and rental payments of $1,004,831 (2025: $968,512) as
owner of the Briscoes Homeware premises at Panmure, Auckland under an agreement to lease premises to Briscoes
(NZ) Limited. The remaining non-cancellable term of this lease is 5.3 years (2025: 6.3 years) with a payment
commitment of $5,338,921 (2025: $6,343,751).
6.1.2 Key management personnel
Key management includes the Directors of the Company and those employees who the Company has deemed to have
disclosure obligations under subpart 6 of the Financial Markets Conduct Act 2013, namely the Chief Financial Officer, the Chief
Operating Officer and the Chief People Officer.
Key management compensation was as follows:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Salaries and other short-term employee benefits 3,666 3,857
Equity-based remuneration 570 497
Directors’ fees 467 433
Total benefits 4,703 4,787
Key management did not receive any termination benefits during the period (2025: Nil).
Key management did not receive and are not entitled to receive any post-employment or long-term benefits (2025: Nil).
Executives (excluding directors) included in key management received dividends of $205,712 (2025: $323,709) in
relation to Briscoe Group shares held.
6. Other Notes
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements76
6.1.3 Directors’ fees and dividends
Directors received directors’ fees and dividends in relation to their personally held shares as detailed below:
PERIOD ENDED
25 JANUARY 2026
PERIOD ENDED
26 JANUARY 2025
DIRECTORS’ FEES
$000
DIVIDENDS
$000
DIRECTORS’ FEES
$000
DIVIDENDS
$000
Executive Director
RA Duke----
Non-Executive Directors
RPO’L Meo 166-163-
AD Batterton 95-92-
RAB Coupe 932913
HJM Callaghan 90287-
MC Cairns
1.
23---
46744333
The following Directors received dividends in relation to their non-beneficially held shares as detailed below:
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Executive Director
RA Duke34,31349,754
Non-Executive Directors
RPO’L Meo2029
AD Batterton68
RAB Coupe--
HJM Callaghan--
MC Cairns
1.
5-
1. Mark Cairns was appointed by the Board as a Director effective from 1 November 2025.
6.2 Employee Equity-Based Remuneration
6.2.1 Equity settled performance rights
The Senior Executive Incentive Plan grants Group employees performance rights subject to performance hurdles
being met. The fair value of rights granted is recognised as an employee expense in the income statement with a
corresponding increase in the employee share-based payment reserve. The fair value is measured at grant date and
amortised over the vesting periods. When performance rights vest, the amount in the share-based payments reserve
relating to those rights are transferred to share capital. There is no exercise price for these performance rights and there
is no right to dividends during the vesting periods.
On 26 March 2019 the Board approved the Briscoe Group Senior Executive Incentive Plan to grant performance rights to
key senior management personnel as a long-term incentive programme. The eighth tranche of performance rights were
issued under this programme during the period.
6. Other Notes
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements77
Performance rights movements during the period are summarised below:
TRANCHE
GRANT
DAT E
BALANCE AT
START OF
PERIOD
(NUMBER)
GRANTED DURING
THE PERIOD
(NUMBER)
VESTED DURING
THE PERIOD
(NUMBER)
LAPSED/
FORFEITED
DURING THE
PERIOD (NUMBER)
BALANCE
AT THE END
OF PERIOD
(NUMBER)
55 Aug 2022111,358--(111,358)-
63 Aug 2023184,882--(59,250)125,632
722 Oct 2024298,135 --(86,060)212,075
830 Jul 2025- 164,657-(27,490)137,167
594,375164,657-(284,158)474,874
In each tranche the performance rights are subject to a combination of an absolute Total Shareholder Return (TSR)
growth hurdle and/or an EPS growth hurdle. EPS growth hurdle is considered a non-market condition. The relative hurdle
weighting for unvested tranches is shown in the table below:
TRANCHEGRANT DATETSR WEIGHTINGEPS WEIGHTING
63 Aug 202350%50%
722 Oct 202450%50%
830 Jul 202550%50%
The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on
Briscoe Group Limited’s TSR compound annual growth rate (CAGR) across a 3-year measurement period. For each
tranche that vests the rights are awarded on a straight-line basis dependent on the TSR CAGR achieved. The percentage
of TSR related performance rights vest according to the following performance criteria for each unvested tranche:
% VESTINGTRANCHE 6TRANCHE 7TRANCHE 8
0%< 10.8% CAGR< 9.0% CAGR< 9.0% CAGR
1% - 99% (Straight-line prorata)=>9.0%, < 11.0% CAGR=>9.0%, < 11.0% CAGR
50%= 10.8% CAGR
51% - 99% (Straight-line prorata)> 10.8%, < 11.8% CAGR
100%=> 11.8% CAGR=> 11.0% CAGR=> 11.0% CAGR
The TSR performance is calculated across the following periods:
TRANCHEPERFORMANCE PERIOD
6Announcement date of FY 2022/23 Result to announcement date of FY 2025/26 Result
7Announcement date of FY 2023/24 Result to announcement date of FY 2026/27 Result
8Announcement date of FY 2024/25 Result to announcement date of FY 2027/28 Result
6. Other Notes
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements78
The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Binomial
Options Pricing Model (BOPM). The fair value of TSR performance rights, along with the assumptions used to simulate
the future share prices are shown below:
TRANCHE 6TRANCHE 7TRANCHE 8
Fair value of TSR performance
rights
$144,305$354,483$318,858
Current price at grant date$4.68$5.06$6.01
Risk free interest rate5.22%4.18%3.44%
Expected life (years)2.622.402.63
Expected share volatility
1.
22%22%25%
1. Volatility considers the volatility of the Briscoe Group (BGP) NZD share price based on the average weekly volatility over the last year (weekly data) as well as
the average 90-day volatility for the past 3 years (measured on a daily basis).
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the
grant date.
The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Briscoe Group
Limited’s EPS compound annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests
the rights are awarded on a straight-line basis dependent on the EPS CAGR achieved. The percentage of EPS related
performance rights vest according to the following performance criteria:
% VESTINGTRANCHE 6TRANCHE 7TRANCHE 8
0%< -1.9% CAGR< 1.0% CAGR< 1.0% CAGR
1% - 99% (Straight-line prorata)=>1.0%, < 4.0% CAGR=>1.0%, < 4.0% CAGR
50%= -1.9% CAGR
51% - 99% (Straight-line prorata)> -1.9%, < 0.4% CAGR
100%=> 0.4% CAGR=> 4.0% CAGR=> 4.0% CAGR
The EPS performance is calculated across the following periods:
TRANCHEPERFORMANCE PERIOD
6FY 2025/26 EPS relative to FY 2022/23 EPS
7FY 2026/27 EPS relative to FY 2023/24 EPS
8FY 2027/28 EPS relative to FY 2024/25 EPS
The fair value of the EPS performance rights have been assessed as the Briscoe Group Limited’s share price as at grant
date less the present value of the dividends forecast to be paid prior to each vesting date. The fair value of each EPS
unvested performance right has been calculated to be $4.00, $4.48 and $5.46 for tranche 6, tranche 7 and tranche 8,
respectively.
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from
grant date.
Vesting of performance rights also requires the employee to remain in employment with the Company during the
performance period. The Company has expensed in the income statement $569,806 (2025: $496,627) in relation to
performance rights.
6. Other Notes
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements79
6.2.2 Equity-based remuneration reserve
PERIOD ENDED
25 JANUARY 2026
$000
PERIOD ENDED
26 JANUARY 2025
$000
Balance at beginning of period925701
Current period amortisation570497
Performance rights vested transferred to share capital-(91)
Performance rights lapsed/forfeited(524)(230)
Deferred tax on performance rights3348
Balance at end of period1,004925
6.3 Events After Balance Date
On 10 March 2026 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 25
January 2026. The dividend will be paid at a rate of 10.0 cents per share for all shares on issue as at 20 March 2026, with
full imputation credits attached (Note 5.3.3).
6.4 New Accounting Standards
Certain new accounting standards, amendments to accounting standards and interpretations have been published that
are not mandatory for the 25 January 2026 reporting period and have not been early adopted by the Group. Other than
NZ IFRS 18 these standards, amendments or interpretations are not expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable future transactions.
NZ IFRS 18: Presentation and Disclosure in Financial Statements will be effective for annual reporting periods beginning
on or after 1 January 2027. This new standard, which is mandatory for the Group in the 2028 financial year, is expected to
change the presentation of the Group’s consolidated income statement. The Group will disclose more information in the
future when a full assessment of the impact of the standard has been completed.
6. Other Notes
For the 52 week period ended 25 January 2026
Briscoe Group Limited Annual Report 2026 | Consolidated Financial Statements80
Briscoe Group Limited Annual Report 202681
Briscoe Group Limited Annual Report 2026 | Independent Auditor’s Report82
Briscoe Group Limited Annual Report 2026 | Independent Auditor’s Report83
Briscoe Group Limited Annual Report 2026 | Independent Auditor’s Report84
Briscoe Group Limited Annual Report 2026 | Independent Auditor’s Report85
Corporate
Governance
Statement
Corporate Governance
Briscoe Group is committed
to maintaining the highest
standards of governance by
implementing best practice
structures and policies. This
Corporate Governance Statement
sets out the corporate governance
policies, practices, and processes
adopted or followed by Briscoe
Group (including the guiding
principles, authority, responsibilities,
membership and operation of the
Board of Directors) and has been
approved by
the Board.
The best practice principles (and underlying
recommendations) which Briscoe Group has had regard
to in determining its governance approach, are the
principles set out in the NZX Corporate Governance
Code (‘NZX Code’). The Board’s view is that Briscoe
Group’s corporate governance policies, practices and
processes generally follow the recommendations set by
the NZX Code. This Corporate Governance Statement
includes disclosure of the extent to which Briscoe
Group has followed each of the recommendations in
the NZX Code (or, if applicable, an explanation of why a
recommendation was not followed and any alternative
practices followed in lieu of the recommendation).
Briscoe Group Limited is a company incorporated in New
Zealand and is also registered in Australia as a foreign
company under the name Briscoe Group Australasia
Limited. It is listed on the NZX and also, as a foreign
exempt entity, on the Australian Securities Exchange
(ASX). As such Briscoe Group is exempt from complying
with most of the ASX’s Listing Rules and must undertake to
comply with the listing rules of its home exchange (NZX).
Further information about Briscoe Group’s corporate
governance framework (including the Board and Board
committee charters, codes and selected policies referred
to in this section) is available to view at
www.briscoegroup.co.nz
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement86
Principle 2: Board Composition and Performance
To ensure an effective Board, there should be a balance of independence,
skills, knowledge, experience and perspectives.
Board Charter
Recommendation 2.1: “The Board of an issuer should
operate under a written charter which sets out the roles
and responsibilities of the Board. The Board charter
should clearly distinguish and disclose the respective
roles and responsibilities of the Board and management.”
The Board has adopted a formal Board Charter which
sets out the respective roles, responsibilities, composition
and structure of the Board and senior management, and
this is available through the link here: Board Charter, and
on Briscoe Group’s website. The Board is responsible
for overseeing the management of the Company and its
subsidiaries and for directing performance by optimising
the short-term and long-term best interests of the
Company and its Shareholders. This includes approving
the Company’s objectives, reviewing the major strategies
for achieving them and monitoring the Company’s
performance. The focus of the Board is the creation
of company and shareholder value and ensuring the
Company is committed to best practice. Responsibility
for the day-to-day management of Briscoe Group has
been delegated to the Managing Director and other
senior management. Management are responsible for
implementing the objectives and strategies approved
by the Board, within the ambit of risk set by the Board.
Management provides regular updates to the Board
to enable the Board to perform its responsibilities.
The Company Secretary provides company secretarial
services to the Board and is accountable to the Board
through the Chair.
Principle 1: Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this
behaviour and hold management accountable for these standards being
followed throughout the organisation.
Code of Values and Conduct
and Related Policies
Recommendation 1.1: “The Board should document
minimum standards of ethical behaviour to which
the issuer’s Directors and employees are expected to
adhere (a code of ethics) and comply with the other
requirements of Recommendation 1.1 of the NZX Code.”
Briscoe Group requires its Directors, senior management
and employees to maintain the highest standards of
honesty, integrity and ethical conduct in day-to-day
behaviour and decision making. The Board has adopted
a Code of Conduct which incorporates the requirements
set out in Recommendation 1.1, forms part of the induction
process for all new employees and is available through
the link here: Code of Conduct, and on Briscoe Group’s
website. The Code of Conduct is reviewed annually
and was last reviewed in June 2025. All Directors and
employees must provide acknowledgement that they
have read and understood the content. To ensure that our
expectations are known and understood, both training
and reinforcement are delivered via our online learning
platform as part of initial and ongoing training.
Briscoe Group’s Delegated Authorities Policy does
not permit donations to political parties.
Trading in Company Securities Policy
Recommendation 1.2: “An issuer should have a financial
product dealing policy which applies to employees
and Directors.”
The Trading in Company Securities Policy sets out
Briscoe Group’s requirements and expectations for all
Directors and employees in relation to trading Briscoe
Group shares. The policy is available through the link here:
Trading in Company Securities Policy, and on Briscoe
Group’s website. In general, Directors and employees
are allowed to trade in Briscoe Group shares during
two ‘trading windows’. Trading windows commence
on the day after the half-year and full-year results are
announced to the market and run for a period of 60 days.
Trading outside these windows is generally prohibited.
Proposed transactions by Directors and employees during
the trading windows require approval. The policy also
provides that no Directors, employees or independent
contractors can trade shares if they are in possession of
price sensitive information that is not publicly available.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement87
Nomination and Appointment of Directors
Recommendations 2.2 and 2.3: “Every issuer should
have a procedure for the nomination and appointment
of Directors to the Board. An issuer should enter into
written agreements with each newly appointed Director
establishing the terms of their appointment.”
The Board collectively considers the nomination of
Directors. In doing this, the Board’s procedure involves
careful consideration of the composition of the Board
in relation to the Company’s needs and operating
environment to ensure relevant skills and experience.
This also applies to the consideration of additional or
replacement Directors, subject to the constitutional
limitation of the number of Directors. In so doing, as
noted above, the priority must be on ensuring the
skills, experience and diversity of the Board, and the
skills that are necessary or desirable for the Board to
fulfil its governance role and to contribute to the long-
term strategic direction of the company. The Board
may engage consultants to assist in the identification,
recruitment and appointment of suitable candidates.
When appointing new Directors, the Board ensures that
the requirements under the Company’s constitution and
NZX Listing Rules in respect of Directors will continue to
be satisfied. Currently, following a resolution passed at the
Annual Shareholder meeting on 15 May 2025, there must
be at least three and no more than six Directors, at least
two of whom are resident in New Zealand and also at least
two Directors must be determined by the Board to be
independent (as defined in the NZX Listing Rules). The
Board also takes into consideration recommendation 2.8 of
the NZX Code being that “a majority of the Board should
be independent Directors”. The current composition of the
Board of Directors meets these requirements.
The constitution provides that Directors may be
appointed by the Board (to fill vacancies) or by
Shareholders. Directors who are appointed by the Board
are subject to re-election at the next annual Shareholder
meeting. Directors are required (under the constitution
and NZX Listing Rules) to retire by rotation, but they may
be eligible for re-election, with nominations to be made
by Shareholders. All new Directors enter into a written
agreement with Briscoe Group setting out the terms of
their appointment.
Directors
Recommendation 2.4: “Every issuer should disclose
information about each Director in its Annual Report or
on its website, including a profile of experience, length
of service and ownership interests; director attendance
at board meetings; and the board’s assessment of the
director’s independence.”
The Board currently comprises six Directors; five
independent and one Executive Director. That number
of directors will reduce to five upon the retirement of
Andy Coupe at the Annual Shareholder Meeting on 7 May.
Having taken into account the factors set out in table 2.4
of the NZX Code (amongst other relevant factors) the
Board has carefully considered which of its Directors are
deemed to be independent for the purposes of the NZX
Listing Rules. The Board has determined that as at 19
February 2026, five Directors are independent Directors,
including the Chair (Dame Rosanne Meo), Chair of the
Human Resources Committee (Mark Callaghan) and the
Chair of the Audit and Risk Committee (Tony Batterton).
As at the date of this Annual Report, the Directors are:
DIRECTORSAPPOINTED
Dame Rosanne MeoChair, IndependentMay 2001
Rod DukeExecutive DirectorMarch 1992
Tony BattertonIndependentJune 2016
Andy CoupeIndependentOctober 2016
Mark CallaghanIndependentJanuary 2021
Mark CairnsIndependentNovember 2025
Noting that Chair, Dame Rosanne Meo has been a
director of Briscoe Group for more than 12 years, the
Directors (other than Dame Rosanne Meo) have carefully
considered whether her long tenure leads to any influence
or perceived influence, in a material way, affecting her
capacity to bring an independent view, to act in the best
interests of Briscoe Group, or to represent shareholders
(taking in consideration factor 9 of table 2.4 of the
NZX Code). They have observed the robust and critical
approach that she brings in challenging management
and strategic priorities, while clearly facilitating open and
constructive dialogue both between members of the
Board, and also between management and other members
of the Board. As such, they have determined that Dame
Rosanne Meo continues to qualify as an independent
Director. Dame Rosanne Meo has previously advised that
she will not be seeking re-election at the end of her current
term (Annual Shareholder Meeting May 2027).
Director attendance at Board meetings is set out
in the disclosures relating to recommendation 3.5 below.
Directors disclosed the following relevant interests
in shares as at 25 January 2026:
DIRECTORNUMBER OF SHARES IN WHICH
A RELEVANT INTEREST IS HELD
Dame Rosanne Meo100,000 shares
Rod Duke171,566,383 shares
Tony Batterton30,000 shares
Andy Coupe10,000 shares
Mark Callaghan10,000 shares
Mark Cairns45,000 shares
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement88
CAPABILITYDAME
ROSANNE MEO
ROD
DUKE
TONY
BATTERTON
ANDY
COUPE
MARK
CALLAGHAN
MARK
CAIRNS
Governance/Stakeholder Relations
Corporate governance experience
of listed company.
Strategy
Experienced in setting and driving strategy.
Retail
Broad and deep retail knowledge
(developed during both buoyant and more
challenging economic conditions).
Customer & Marketing
Experience of customer-focused strategies,
understands brand equity and marketing.
Supply Chain
Holds broad sourcing, logistics
or distribution experience.
People & Culture
Has proven leadership skills and the ability
to recognise strong organisational culture.
Risk Management/Sustainability
Experienced in identifying and mitigating
both financial and non-financial risks.
Financial/Commercial
Has significant finance experience
and is commercially astute.
Digital/Data/Technology
Comfortable with technology and the use
of data and digital channels. Encourages
innovation and use of new technologies.
APPOINTED
May
2001
March
1992
June
2016
October
2016
January
2021
November
2025
KEY:
High Capability Moderate Capability
Director Skills
The Board comprises Directors with a mix of qualifications, skills and experience appropriate to the Company’s existing
operations and strategic direction. A comprehensive matrix of Director skills based on each Director’s self-assessment
is set out below. Further information about the experience and qualifications of individual Directors is available through
the link here: Director Profiles, and on Briscoe Group’s website.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement89
Diversity
Recommendation 2.5: “An issuer should have a written
Diversity Policy which includes requirements for the
Board or a relevant committee of the Board to set
measurable objectives for achieving diversity (which,
at a minimum, should address gender diversity) and
to assess annually both the objectives and the entity’s
progress in achieving them. The issuer should disclose
the policy or a summary of it.”
As outlined in Recommendation 2.4 in respect of
Directors’ Skills, the Briscoes Board has placed emphasis
on its diversity of skills and experience of its directors in
its pursuit of the highest standards of governance. Gender
is just one of the issues to be considered
In respect of our people, similar standards apply.
We appreciate that our workforce, including potential
employees, comes from all walks of life. Every individual
is unique, having different skills and experiences
including but not limited to educational opportunity
and achievement. People come from many cultures and
backgrounds, along with a wide range of other personal
attributes including gender, age, disability (mental,
learning or physical), economic background, language(s)
spoken, marital/partnered status, physical appearance,
race, religious beliefs and gender identity or orientation.
Briscoe Group has a commitment to attracting, selecting,
developing and retaining the most suitable employees
from this diverse range of attributes. Briscoe Group’s
Diversity and Inclusiveness Policy is available through
the link here: Diversity and Inclusiveness Policy, and on
Briscoe Group’s website.
The Human Resources Committee of the Board along
with the Managing Director review Briscoe Group’s
performance against objectives set, including the gender
composition of the Board and the Senior Management
team, on an annual basis. Diversity is measured and
reported regularly as part of reporting to the Board. This
includes a breakdown on the gender balance at different
levels of management and in particular, throughout retail
operations. We also track our gender pay gap across
different roles and tiers. To further help us track diversity,
we have collected ethnicity information for over 82%
of our team based on information shared during their
recruitment or volunteered when we have engaged with
our team on this particular issue.
Briscoe Group has in place policies and procedures
to encourage and support equitable treatment for
all employees and includes consideration of internal
applicants for jobs with Briscoe Group. Aligning with the
Institute of Directors’ perspective, we approach diversity
with a focus on demonstrated competence (see link here:
Institute of Directors-Getting on board with diversity).
Briscoe Group has partnered with a number of external
organisations to develop and deliver educational materials
in this area, all of which are available through our online
training platform. Our LEAP programme, developed in
conjunction with expert external partners, is available
to all employees and continues to be a foundation to
diversity and inclusiveness awareness. Ensuring that all
employees at all levels and in all workplace environments
feel secure and safe, confident and appreciated through
an understanding of the importance of diversity is most
important to us. A breakdown of the gender composition
of Directors and officers as at the Company’s balance
date, including comparative figures, is shown below:
25 JANUARY 202626 JANUARY 2025
FEMALEMALEFEMALE
MALE
Directors1514
Officers
1.,2.
-2
3.
-3
Other Senior
Management
4.
1
5.
213
1. Excludes Managing Director (included in breakdown of Directors).
2. Officers is defined as the members of the senior management team,
who report either directly to the Board or to the Managing Director.
3. Recruitment of a Chief People Officer is underway following the resignation
of the incumbent in December 2025.
4. General Manager positions not reporting directly to the Group Managing Director.
5. Excludes GM Operations, Sam Aitken, who commenced on 17 February 2026.
Director Training
Recommendation 2.6: “Directors should undertake
appropriate training to remain current on how to best
perform their duties as Directors of an issuer.”
The Board expects all Directors to undertake continuous
education to remain current on how to best perform
their responsibilities and keep abreast of changes and
trends in economic, political, social, financial and legal
climates and governance practices. The Board also
ensures that new Directors are appropriately introduced
to management and the business, that all Directors are
updated on relevant industry and company issues and
receive copies of appropriate company documents to
enable them to perform their roles. The expectation that
Directors undergo ongoing training (informal or formal)
and education is reinforced in the Board Charter.
Board Evaluation
Recommendation 2.7: “The Board should have
a procedure to regularly assess director, Board and
committee performance.”
The Chair of the Board leads regular internal performance
reviews in addition to undertaking a periodic external
evaluation of the performance of Directors, the Board as
a whole, and of the Board committees against the Board
and committee charters, including seeking Directors’ views
relating to Board and committee process, efficiency and
effectiveness. The Chair of the Board also engages with
individual Directors to evaluate and discuss performance
and professional development. During the 2025 calendar
year the Board undertook an external evaluation utilising
the Institute of Directors survey resource for commercial
boards, “Accelerate Evaluation”. The Board has scheduled
an external review in 2026.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement90
Independent Directors
Recommendation 2.8: “A majority of the Board should
be independent Directors.”
The Board currently comprises six Directors; five
independent and one executive Director. Further details of
the Board composition are above at Recommendation 2.4.
Separation of Board Chair and CEO
Recommendations 2.9 and 2.10: “An issuer should have
an independent chair of the board. The chair and the
CEO should be different people.”
The Chair of the Board is responsible for leading the
Board, facilitating the effective contribution of all Directors,
representing the Board to Shareholders, and promoting
constructive and respectful relations between Directors
and between the Board and management. The role of the
Chair of the Board is further documented in the Board
Charter, which is available on Briscoe Group’s website.
The current Chair of the Board is an independent Director.
Additionally, the Board Charter makes explicit that the
Chair of the Board and the Managing Director roles are
separate (i.e. a Director must not simultaneously hold both
positions). This requirement recognises the importance
of the separation between management of the company
and the Chair’s governance role, in enabling the Board to
effectively challenge management.
Principle 3: Board Committees
The Board should use committees where this will enhance its effectiveness
in key areas, while still retaining Board responsibility.
Audit and Risk Committee
Recommendation 3.1: “An issuer’s Audit Committee
should operate under a written charter. An Audit
Committee should only comprise non-executive directors
of the issuer. One member of the Committee should be
both independent and have an adequate accounting or
financial background. The Chair of the Audit Committee
should be an independent director and not the Chair
of the Board.”
The Audit and Risk Committee advises and assists
the Board in discharging its responsibilities with respect
to financial reporting, compliance and risk management
practices of Briscoe Group. The Audit and Risk Committee
operates under a written Charter, and this is available
through the link here: Audit and Risk Committee Charter,
and on Briscoe Group’s website. The Audit and Risk
Committee currently comprises Tony Batterton (Chair),
Dame Rosanne Meo, Mark Callaghan, Mark Cairns and
Andy Coupe, all of whom are independent, non-executive
Directors and whose qualifications and experience are
available on the Briscoe Group website. The Audit and
Risk Committee meet at least four times during the year.
In addition to these meetings the Management Risk
Committee meet four times during the year to review,
assess and update the Company’s risk matrix. The
changes made to the risk matrix are shared with
the Board.
Recommendation 3.2: “Employees should only
attend Audit Committee meetings at the invitation
of the Audit Committee.”
The Managing Director, Chief Financial Officer, Chief
Operating Officer, Chief People Officer, Internal Audit
Manager, Finance Manager and Finance Business
Partner attend Audit and Risk Committee meetings at
the invitation of the Audit and Risk Committee. Briscoe
Group’s external auditor also attends meetings at the
Committee’s invitation. The Audit and Risk Committee
receives reports from the external auditor without
management present, concerning any matters that arise
in connection with the performance of management’s role
and otherwise as necessary to protect the independence
of the Audit and Risk Committee from undue influence.
Remuneration Committee
Recommendation 3.3: “An issuer should have a
Remuneration Committee which operates under a written
charter (unless this is carried out by the whole Board).
At least a majority of the Remuneration Committee
should be independent directors. Management should
only attend Remuneration Committee meetings at the
invitation of the Remuneration Committee.”
The Board operates a Human Resources Committee
which incorporates remuneration. The Human Resources
Committee currently comprises Mark Callaghan (Chair),
Andy Coupe, Dame Rosanne Meo, Tony Batterton and
Mark Cairns, all of whom are independent, non-executive
Directors and whose qualifications and experience
are available on Briscoe Group’s website. The Human
Resources Committee meet at least three times during
the year. The Committee assists the Board in discharging
its responsibilities with respect to the remuneration and
performance of the Briscoe Group Managing Director and
other senior executives, remuneration of Directors, health
and safety and human resources policy and strategy. The
Human Resources Committee operates under the Human
Resources Committee Charter, and this is available through
the link here: Human Resources Committee Charter,
and on Briscoe Group’s website. Selected management
only attend Human Resource Committee meetings
at the invitation of the Human Resources Committee.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement91
Nomination Committee
Recommendation 3.4: “An issuer should establish
a Nomination Committee to recommend Director
appointments to the Board (unless this is carried out by
the whole Board), which should operate under a written
charter. At least a majority of the Nomination Committee
should be independent Directors.”
The Board does not operate a separate Nomination
Committee, as Director appointments are considered
by the Board as a whole. The Board’s procedure for the
nomination and appointment of Directors is summarised
under Principle 2 above (under the heading “Nomination
and Appointment of Directors”).
Overview of Board Committees
Recommendation 3.5: “An issuer should consider whether
it is appropriate to have any other Board committees
as standing Board committees. All committees should
operate under written charters. An issuer should identify
the members of each of its committees, and periodically
report member attendance.”
The Board does not operate any other committees apart
from the Audit and Risk Committee and the Human
Resources Committee. Briscoe Group has thoroughly
assessed whether any other standing Board committees
are appropriate and has determined they are not.
This determination is grounded in the confidence that
the current Board and its existing Committees have
the requisite experience and expertise to effectively
undertake all essential Board functions.
Each Committee operates under a charter which is
available on Briscoe Group’s website. Committee
members are appointed from members of the Board
and membership is reviewed on an annual basis.
Any recommendations made by the Committees are
submitted to the full Board for formal approval.
Attendance at Board and Committee
Meetings for the Year Ended 25 January 2026
BOARD
AUDIT
AND RISK
HUMAN
RESOURCES
Number of
meetings held
15
1.
54
AttendedAttendedAttended
Dame Rosanne Meo1554
Rod Duke1343
Tony Batterton1554
Andy Coupe1454
Mark Callaghan1554
Mark Cairns
2.
31-
1. Includes Annual Shareholder meeting and three meetings of the Board held
immediately after Audit and Risk Committee meetings to approve Briscoe
Group’s resolutions associated with releases to the NZX and ASX, financial
statements, dividends and climate related disclosures.
2. Mark Cairns was appointed to the Board, Audit and Risk Committee and
Human Resources Committee from 1 November 2025.
Control Transaction Protocols
Recommendation 3.6: “The Board should establish
appropriate protocols that set out the procedure to be
followed if there is a ‘control transaction’ for the issuer
(amongst other matters).”
A “control transaction” means any transaction that: (a) is
regulated by the Takeovers Code; (b) would be regulated
by the Takeovers Code if it were not structured as a
scheme of arrangement under Part 15 of the Companies
Act 1993; or (c) is a “Restricted Transfer’ under Appendix
3 (Takeover Provisions) of the NZX Listing Rules.
Given Briscoe Group’s shareholding structure, with the
majority Shareholder being a member of the Board,
the Board considers the likelihood of an unanticipated
control transaction to be low, and so the Board does
not consider it necessary for this recommendation to be
adopted. However, in the event a control transaction offer
is received, the Board has already agreed that a Control
Transaction/ Takeover Response Committee would be
convened, comprised of Independent Directors. That
committee would consider the Company’s actions in
relation to the control transaction offer, including seeking
appropriate legal, financial and strategic advice, and, as
applicable, complying with takeover regulation (including
the appointment of an independent advisor under the
Takeovers Code and the preparation of a Target Company
Statement) and determining what additional information
(if any) would be provided by the Company to the bidder.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement92
Principle 4: Reporting and Disclosure
The Board should demand integrity in financial and non-financial
reporting, and in the timeliness and balance of corporate disclosures.
Continuous Disclosure
Recommendation 4.1: : “An issuer’s Board should have
a written Continuous Disclosure Policy.”
As a listed company, there is an imperative to ensure the
market is informed, and the listed securities are being
fairly valued by the market. In addition to statutory
disclosures, the company provides ongoing updates of
its operations. This material is made publicly available
through releases to the NZX and ASX, in accordance
with the relevant Listing Rules. Briscoe Group has a
Continuous Disclosure Policy, and this is available through
the link here: Continuous Disclosure Policy, and on Briscoe
Group’s website. The purpose of this policy is to: ensure
Briscoe Group complies with its continuous disclosure
obligations; ensure timely, accurate and complete
information is provided to all Shareholders and market
participants; and outline the responsibilities in relation to
the identification, reporting, review and disclosure
of material information relevant to Briscoe Group.
Charters and Policies
Recommendation 4.2: “An issuer should make its code
of ethics, Board and committee charters and the policies
recommended by NZX Code, together with any other key
governance documents, available on its website.”
Information about Briscoe Group’s corporate governance
framework (including Code of Conduct, Board and Board
committee charters, and other selected key governance
codes and policies) is available through the link here:
Charters and Policies, and on Briscoe Group’s website.
Financial and Non-Financial Reporting
Recommendations 4.3 and 4.4: “Financial reporting
should be balanced, clear and objective. An issuer
should provide non-financial disclosure at least annually,
including considering environmental, social sustainability
and governance factors and practices. It should explain
how operational or non-financial targets are measured.
Non-financial reporting should be informative, include
forward looking assessments, and align with key
strategies and metrics monitored by the Board.”
Financial Reporting
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting including
the accuracy, completeness and timeliness of financial
statements, and ensuring that financial reporting is
balanced, clear and objective. It reviews annual and half
year financial statements and makes recommendations
to the Board concerning the application of accounting
policies and practice, areas of judgement, compliance
with accounting standards, stock exchange and legal
requirements, and the results of the external audit.
Management’s accountability for Briscoe Group’s financial
reporting is reinforced by the written confirmation from
the Managing Director and Chief Financial Officer that,
in their opinion, financial records have been properly
maintained and that the financial statements comply with
the appropriate accounting standards and give a true
and fair view of the financial position and performance
of Briscoe Group. Such representations are given on the
basis of a sound system of risk management and internal
control approved by the Audit and Risk Committee, which
is operating effectively in all material respects in relation
to financial reporting risk.
Non-Financial Reporting - Sustainability
Briscoe Group regularly assesses its exposure to
environmental, social sustainability and governance
factors as part of the overall framework for managing risk
(see Principle 6 – Risk Management) and provides non-
financial disclosure of this nature to its shareholders
on at least an annual basis.
Being one of New Zealand’s leading retailers we are
committed to improving our sustainability performance
in line with our sustainability strategy focusing on our
most material issues across environment, community, and
our people. Progress against this strategy is reported on
pages 20-27 of this report.
Briscoe Group is a Climate Reporting Entity and is
publicly reporting for its period ending 25 January 2026,
Briscoe Group’s climate related risks and opportunities in
accordance with Aotearoa New Zealand Climate Standards
(see pages 28-39 of this report).
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement93
Principle 5: Remuneration
The remuneration of Directors and executives should
be transparent, fair and reasonable.
Remuneration Policy
Recommendations 5.1, 5.2 and 5.3: “An issuer should
have a remuneration policy for the remuneration
of directors. An issuer should recommend director
remuneration to shareholders for approval in a
transparent manner. Actual director remuneration
should be clearly disclosed in the issuer’s Annual
Report. An issuer should have a remuneration policy for
remuneration of executives which outlines the relative
weightings of remuneration components and relevant
performance criteria. An issuer should disclose the
remuneration arrangements in place for the CEO in its
Annual Report. This should include disclosure of the base
salary, short-term incentives and long-term incentives
and the performance criteria used to determine
performance-based payments.”
Briscoe Group has adopted a Remuneration Policy
which sets out the remuneration principles that
apply to all Directors and employees including senior
executives, to ensure that remuneration practices
are fair and appropriate, and that there is a clear link
between remuneration and performance. A copy of the
Remuneration Policy, which is reviewed annually by both
management and the Human Resources Committee, is
available through the link here: Remuneration Policy and
on Briscoe Group’s website. Briscoe Group is committed
to applying fair and equitable remuneration and reward
practices in the workplace, taking into account internal
and external relativity, the commercial environment,
the ability to achieve Briscoe Group’s business
objectives and alignment with protecting and enhancing
Shareholder value. Under Briscoe Group’s remuneration
framework, jobs are sized using a robust and recognised
methodology with remuneration evaluated against the
relevant market for talent. We incorporate individual
performance against defined key performance objectives
as a key consideration in all remuneration-based
decisions, balanced by the organisational context.
Remuneration for senior management includes a mix
of fixed and variable components. The mechanics of
individual schemes, performance criteria including focus
areas, specific targets, weightings, and quantum relating
to performance payments which comprise short, medium
and long-term incentives are regularly appraised to
ensure they incorporate changing market conditions as
well as the Company’s performance in relation to strategic
initiatives that are deemed by the Board to be most
relevant in driving Shareholder value.
Director Fees
Non-Executive Directors are paid fees in accordance with
the table provided below. The levels at which fees are set
reflects the time commitment and responsibilities of the
roles of Non-Executive Directors. Non-executive directors
do not receive performance-based remuneration. The
Board uses various sources to inform its decision making
on fees and consults with expert independent advisors
where appropriate.
Shareholder approval is sought for any increase in the
pool available to pay Directors’ fees. Approval was last
sought in 2024, when the pool limit was set at $444,000
per annum. The Directors’ fees payable for the year ended
25 January 2026 and 31 January 2027 will exceed the
approved remuneration pool of $444,000 due to the
appointment of Mark Cairns as an additional director. This
increase is permitted under NZX Listing Rule 2.11.3, which
allows the Board to increase the aggregate remuneration
payable to directors, without shareholder approval, where
the number of directors increases following shareholder
approval of a remuneration pool.
The Board has determined the following allocation from
the current pool:
POSITIONFEES (PER ANNUM)
Board of Directors
Chair
Member
$152,000
$76,000
Audit and Risk Committee
Chair
Member
$12,000
$7,000
Human Resources Committee
Chair
Member
$10,000
$7,000
Managing Director Remuneration
The remuneration of the Managing Director for the year
ended 25 January 2026 was:
PERIOD ENDED
25 JANUARY 2026
Base Salary$1,170,264
Other Benefits$141,506
STI$164,220
Subtotal$1,475,990
LTI (refer below)-
Total Remuneration$1,475,990
The remuneration of the Managing Director comprises
fixed and performance payments. Fixed remuneration
includes a base salary and other benefits comprising;
contributions to superannuation, life insurance, health
insurance and a fuel card. The performance targets
included in the Managing Director’s Short-Term Incentive
Scheme include achievement of financial objectives
(achievement of budget NPAT, weighted at 70%) as
well as progress on strategic initiatives (weighted at
30%). Strategic initiatives include those which are core
to the ongoing day to day operation of the business in
combination with those which position the company well
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement94
for future operation, such as the development of our new
Distribution Centre, system and platform transformation
and implementation, along with projects focused on our
people, property and products.
As noted in the Short Term Incentive Payments section
below, as Budget NPAT was not achieved for the
financial year ended 25 January 2026, no Short-Term
Incentive schemes vested. The Board, in recognising
the contributions and wider achievements made across
a broader range of measures other than financial
targets, elected to use their discretion and determined
a discretionary payment of up to 60% of the maximum
achievable would be made. This also applied to the
Managing Director. The Managing Director does not
participate in the MTI Scheme and, given his shareholding
in the Company, nor does he participate in any equity-
based Long Term Incentive Scheme.
In accordance with the externally conducted review of
the remuneration packages of the roles in the senior
management team conducted in 2022, the structure and
quantum of the remuneration package of the Briscoe
Group Managing Director was considered appropriate.
The Managing Director has no entitlement to any golden
handshake or golden parachute payment.
Executive and Employee Remuneration
In 2019, the Board introduced the Briscoe Group Senior
Executive Incentive Plan to grant performance rights
to key senior management personnel as a long-term
incentive (LTI) programme. Vesting is dependent upon
achievement of Earnings per Share (EPS) and Absolute
Total Shareholder Return (aTSR) growth targets at the
end of a three-year term. Eight tranches of performance
rights have been issued under this programme. The
rules of the scheme provide the ability for Directors to
exercise discretion in relation to a number of aspects of
the scheme, including varying the terms or outcomes
of schemes. The Directors recognise the importance of
transparency, maintaining the integrity of schemes, and
ensuring that Shareholder value is protected or enhanced
through the operation of these schemes.
To do so, the Directors have chosen to let results “lie
where they fell” for each tranche issued to date and
recognise that scheme participants understand and
respect their decisions to do so.
A medium-term incentive (MTI) scheme was also introduced
for other selected senior management. This plan vests in
cash rather than equity over a two-year period, using the
same measures of EPS and aTSR as the LTI. To date, seven
tranches of this scheme have been issued.
Periodically the Human Resources Committee, on behalf
of the Board, seeks independent external advice to ensure
that remuneration for senior executives is appropriate
and fulfils the objectives of attraction, retention and
motivation. This exercise was last conducted in full
in 2022 for the roles included as part of the senior
management team. Since then Briscoe Group has
recruited three new people to the senior management
team due to the resignation of the incumbents and
obtained remuneration benchmarking advice as part of
the recruitment process for each.
In this manner, the various components of remuneration
maintain alignment with the interests of Shareholders,
the Company and the individual.
Remuneration of Directors in the reporting period is tabulated below:
BOARD
FEES
AUDIT
AND RISK
COMMITTEE
HUMAN
RESOURCES
COMMITTEE
TOTAL
FEES
4.
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
Dame Rosanne Meo$152,000$7,000$7,000$166,000-$166,000
Rod Duke
1.
----$1,475,990$1,475,990
Tony Batterton$76,000$12,000$7,000$95,000-$95,000
Andy Coupe
2.
$76,000$7,000$10,000$93,000-$93,000
Mark Callaghan
2.
$76,000$7,000$7,000$90,000-$90,000
Mark Cairns
3.
$19,000$1,750$1,750$22,500-$22,500
Total$399,000$34,750$32,750$466,500$1,475,990$1,942,490
1. No Directors’ fees are paid to Executive Directors. For more information in relation to Executive Director remuneration refer to “Managing Director
Remuneration” below.
2. Mark Callaghan replaced Andy Coupe as Chair of the Human Resources Committee effective from 1 February 2026.
3. Mark Cairns was appointed to the Board, Audit and Risk Committee and Human Resources Committee from 1 November 2025.
4. The Board Fees payable exceeded the approved pool due to the appointment of Mark Cairns as an additional director. This increase is permitted under NZX
Listing Rule 2.11.3, which allows the Board to increase the aggregate remuneration payable to directors, without shareholder approval, where the number of
directors increases following shareholder approval
of a remuneration pool.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement95
The number of employees and former employees within
Briscoe Group (including the Managing Director but
excluding any other Director) receiving remuneration and
benefits above $100,000, relating to the 52-week period
ending 25 January 2026 is set out in the following table:
REMUNERATIONNUMBER OF EMPLOYEES
$100,000 - $109,99924
$110,000 - $119,99912
$120,000 - $129,9998
$130,000 - $139,99911
$140,000 - $149,9995
$150,000 - $159,9993
$160,000 - $169,9992
$170,000 - $179,9995
$180,000 - $189,9998
$190,000 - $199,9995
$200,000 - $209,9995
$210,000 - $219,9992
$220,000 - $229,9995
$230,000 - $239,9993
$240,000 - $249,9991
$260,000 - $269,9992
$280,000 - $289,9992
$300,000 - $309,9991
$400,000 - $409,9991
$450,000 - $459,9991
$530,000 - $539,9991
$540,000 - $549,9991
$980,000 - $989,9991
$1,020,000 - $1,029,9991
$1,470,000 - $1,479,9991
Senior Management
Briscoe Group’s senior management are appointed
by the Managing Director and their key performance
indicators (‘KPIs’) are comprised of specific Briscoe Group
financial objectives along with business related individual
objectives. Establishing and monitoring these KPIs is done
annually by the Managing Director recommending the
KPIs to the Human Resources Committee, which in turn,
makes recommendations to the Board for approval. The
performance of the senior management against these KPIs
is evaluated annually and serves as a key determinant of
any short-term incentive scheme values and payments.
The quantum available to be earned by each participant
was reviewed as part of the independent external review
conducted in 2022 and revised in 2023 in line with
any changes to fixed remuneration. Potential values to
be earned are indexed to fixed remuneration thereby
remaining in line with intended remuneration packages.
Short Term Incentive Payments
Short term incentive (STI) payments are at risk cash
payments designed to motivate and reward for short term
(within each financial year) performance. The target value
of a STI payment is set by the Managing Director with
a specified dollar potential available to each participant
in the scheme. The target areas for all employees
who are entitled to a STI payment are set based on a
combination of company financial performance, specific
financial performance relative to the employee’s areas
of responsibility and individual goals. The weightings
applied to each of the target areas will be largely
consistent throughout the company for roles entitled to
a STI payment but may vary, along with specific targets
to be achieved, depending on specific areas of focus as
determined by the Managing Director. Achievement of
Net Profit After Tax (NPAT) is a fundamental hurdle that
must be achieved prior to measurement and satisfaction
of any other role based or personal goals. In the absence
of achieving budget NPAT, no scheme vests nor rewards
the performance or contributions of the participant.
The Board approves the STI payments to be made
to senior management at the end of the financial year
and approves the senior management targets for the
following year. The Board reserves the right to exercise
discretion in circumstances where specific KPI’s are not
met but exceptional performance warrants some
financial recognition.
As Budget NPAT was not achieved for the financial year
ended 25 January 2026, no STI schemes vested. The Board,
in recognising the contributions and wider achievements
made across a broader range of measures than financial
targets, elected to use their discretion and determined
a discretionary payment of up to 60% of the maximum
payment achievable under the applicable STI scheme
would be made. This applied to all participants who are
included in formal STI schemes along with payment made
to all team members who had met basic criteria such as
being permanent employees who had worked at least a
minimum number of hours in the prior financial year. In this
manner, all employees were recognised and rewarded for
their efforts and contributions.
Medium Term Incentive Payments
Medium term incentive (MTI) payments are at risk cash
payments designed to motivate and reward for medium
term (crossing two financial years) performance. A two-
year term provides for evaluation of performance over a
longer term than used for purposes of STI and ensures
a degree of impact or sustainability thereby avoiding or
reducing the risk of “short-termism”. MTI participants are
members of the broader senior management team who
significantly influence achievement of the Company’s
performance. The target value of an MTI payment is
recommended by the Managing Director for approval
by the Board, with a specified dollar amount potentially
available to each participant in the scheme. Performance
is assessed at Company rather than individual level with
measures aligned to those of the Long-Term Incentive
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement96
Scheme (LTI), albeit over a slightly lesser timeframe.
The Board will review performance and approve any
MTI payments to be made to participants subsequent to
announcement of results for the financial year just passed
and approve objectives for the following year. Participants
in the MTI do not participate in the LTI.
Long Term Incentive Payments
On 26 March 2019 the Board approved a Senior Executive
Incentive Plan under which selected senior employees
could be granted Performance Rights which upon vesting
would reward the employees with ordinary shares in the
Company. Vesting of the Performance Rights occurs
after three years and is subject to the achievement of
certain performance hurdles, relating to the Company’s
achievement against Absolute Total Shareholder Return
and Earnings Per Share growth targets. The external
independent review of remuneration conducted in 2022
confirmed the appropriateness of the measures and that
the use of Performance Rights is aligned with the market.
Participants in the LTI do not participate in the MTI.
Eight tranches of Performance Rights have been issued
under this Plan.
Principle 6: Risk Management
Directors should have a sound understanding of the material risks faced
by the issuer and how to manage them. The Board should regularly
verify that the issuer has appropriate processes that identify and manage
potential and material risks.
Risk Management
Recommendation 6.1: “An issuer should have a risk
management framework for its business and the issuer’s
Board should receive and review regular reports. An
issuer should report the material risks facing the business
and how these are being managed.”
The Board is responsible for Briscoe Group’s risk
assessment, management and internal control and it
believes it has carried out a robust risk assessment
process. Principally through the Audit and Risk
Committee, the Board monitors policies and processes
that identify significant business risks including climate
related risks and implements procedures to monitor these
risks. The Board has assessed the most material risks
facing the business to be unfavourable and unpredictable
economic conditions; increased competition; inadequate
or unsuccessful strategic decisions; and IT systems or
security failure.
The Board has set the risk appetite for Briscoe
Group, taking into consideration the expectations
of Shareholders and other stakeholders. The Board
recognises that prudent risk-taking is essential for
innovation and competitive advantage, while also
acknowledging the importance of risk management
to safeguard Briscoe Group’s reputation and financial
stability. The clear articulation of the risk appetite
provides for an effective mechanism to inform investment
decisions, facilitate the discussion of risk, set parameters
within which objectives must be delivered, and support
the awareness of risk by our staff and partners.
The Board has a moderate to high-risk appetite in pursuit
of Briscoe Group’s strategic initiatives and innovation
and growth. The Board accepts a moderate level of
operational risk to optimise efficiencies, streamline
processes, and adapt to changing market dynamics while
ensuring continuity of business operations. The Board
has a low appetite for financial risk, ensuring prudent
capital management, liquidity, and profitability, while
acknowledging the need for strategic investment to drive
growth. The Board has a very low appetite for risks to
Briscoe Group’s brand and reputation, which includes
the health and safety of staff, customers and suppliers;
non-compliance with legal and regulatory standards; and
potential data breaches.
The Board continues to evaluate and adapt Briscoe
Group’s risk appetite to respond to evolving market
conditions, regulatory requirements and Shareholder and
stakeholder expectations.
A management risk committee comprising the Managing
Director, Chief Financial Officer, Chief Operating Officer,
Internal Audit Manager and Finance Manager meets every
quarter to identify and assess the major risks affecting
the business by maintaining a risk matrix which is used
to develop strategies to monitor and mitigate these
risks. Risks are assessed against the impact of the risk
and the likelihood of it eventuating. The management
risk committee reports to the Audit and Risk Committee
providing updates on changes to top risks. The risk matrix
is provided to the Board six monthly. Significant risks
are discussed at Board meetings, or as required. Briscoe
Group maintains insurance policies that it considers
adequate to meet insurable risks.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement97
Health and Safety
Recommendation 6.2: “An issuer should disclose how
it manages its health and safety risks and should report
on their health and safety risks, performance and
management.”
The Human Resources Committee, the Chief People
Officer, key leaders from Operations and the Distribution
Centre, and specialist team members in the Human
Resource function assist the Board in meeting its
responsibilities under the Health and Safety at Work Act
2015, as well as other regulations and policies.
The Human Resources Committee, along with
management, is responsible for ensuring that Health and
Safety has appropriate focus and is sufficiently resourced
to achieve its objectives within Briscoe Group. This includes
safeguarding the health and safety of Briscoe Group’s
workers, other workers under its influence and ensuring the
health and safety of its customers, visitors and the general
public to the extent reasonably practicable.
Company performance across a range of measures of
Health and Safety is a consistent and priority agenda item
at all Board meetings. The Board and senior management
are apprised of all notifiable incidents and injuries and
the actions taken to ensure the health and wellbeing
of injured persons. Actions taken to prevent incident
recurrence are also advised.
Management operates and assesses the effectiveness
of risk assessment and mitigation, safety processes and
systems, capability of staff and the general culture of the
business in relation to safety.
Briscoe Group operates a Health and Safety Risk Matrix to
identify specific hazards and risks, assess their severity of
impact and likelihood of occurrence, document mitigation
strategies and determine the level of residual risk. The
matrix incorporates psychosocial wellbeing in addition to
physical safety. This matrix is reviewed at least annually by
the Human Resources Committee and annual Health and
Safety objectives and KPIs are set for the business based
on the significant risks identified.
The Company operates a continuous system of hazard
identification and management along with monthly
reviews of performance to ensure that opportunities
for improvement are identified and progressed. As
our highest Health and Safety risk, reviews of Traffic
Management Plans continue and we are exploring
the further use of technology to support these plans.
Continuous vigilance in this area is vital to the safety
and wellbeing of our team and other visitors to our sites.
Another key risk is injury due to manual handling. We have
developed manual handling training which incorporates
the use of virtual reality to create a safe environment
in which to train and practice appropriate manual
handling practices. The rollout of the programme is near
completion and the technology has been enthusiastically
embraced by our team members and managers.
We have continued to enhance measures to protect
team members and customers from anti-social and
violent behaviour. The work in this area includes training
provided for team members tailored to their role,
equipment provided to our Loss Prevention Specialists
and management teams, systems and processes used to
identify and monitor undesirable behaviour and systems
and tools used to protect people, product and property
including a trial of Facial Recognition Technology in some
high-risk sites. We continue to work closely with external
stakeholders including the New Zealand Police, the Office
of the Privacy Commissioner, other retailers and Retail
New Zealand. Protection of both the physical and mental
wellbeing of our team is a priority and we are determined
that our team know and believe that nothing, including
loss of product, is more important than the safety of
them, their fellow team members and other visitors
to our sites.
We use a range of indicators including usage of our
Employee Assistance Programme Sonder to ensure our
actions are targeting known needs as well as identifying
new issues or concerns. Our Employee Engagement
platform provides additional information from our team
on health and safety as well as other matters relating
to general wellbeing and it has been pleasing to see
the continued upward trend in engagement scores
across the Company. An engaged and happy team is
key to customer satisfaction as we can show positive
relationships between employee engagement scores and
business metrics including customer satisfaction and
other performance metrics.
Both senior management and the Board receive regular
updates on our health and safety performance. To
complement our regular reviews, our annual deep
dive with the Board continues to ensure we challenge
ourselves to improve on prior performance through
reductions in health and safety incidents, injury frequency
and severity. We continue to be encouraged by our
improved performance on measures such as Lost Time
Injury Frequency Rates, performance data shared by ACC
and our own internal recording and reporting systems.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement98
Principle 7: Auditors
The Board should ensure the quality and independence
of the external audit process.
External Audit
Recommendations 7.1 and 7.2: “The Board should
establish a framework for the issuer’s relationship with
its external auditors. This should include procedures
prescribed in the NZX Code. The external auditor should
attend the issuer’s annual meeting to answer questions
from shareholders in relation to the audit.”
The Audit and Risk Committee is responsible for the
oversight of Briscoe Group’s external audit arrangements.
These arrangements include procedures for the matters
described in Recommendation 7.1 of the NZX Code.
The Audit and Risk Committee is committed to ensuring
Briscoe Group’s external auditor is able to carry out
its work independently so that financial reporting is
reliable and credible. Briscoe Group has an External
Auditor Independence policy, which is available through
the link here: External Auditor Independence Policy,
and on Briscoe Group’s website. The External Auditor
Independence policy implements the procedures
set out in the NZX Code. Regular rotation of the
Company’s external audit firm is not mandated however,
the Engagement and Quality Review partners of the
Company’s external auditors are required to rotate every
five years and are subject to a two-year cooling-off
period. Pricewaterhouse Coopers has been the external
auditor of Briscoe Group since 2001. The current lead
audit partner, Jolly Morgan, commenced his 5 year term
from February 2024.
The External Auditor Independence policy sets out the
work that the external auditor is required to do and
specifies the services that the external auditor is not
permitted to do unless authorised by both the Chair and
the Chair of the Audit and Risk Committee and so advised
to the Board. This is so the ability of the auditor to carry
out its work is not impaired and could not reasonably be
perceived to be impaired. During 2021 a benchmarking
exercise was undertaken by the Board which involved
discussions with other external audit companies capable
of fulfilling Briscoe Group’s external audit requirements.
As a result of this exercise the Board was satisfied that the
current external auditor remained the most appropriate
choice for Briscoe Group’s external audit engagement.
The external auditor attends the Annual Shareholders’
Meeting, and the lead audit partner is available to answer
relevant questions from Shareholders at that meeting.
Briscoe Group’s external auditor is
PricewaterhouseCoopers. Total fees paid to
PricewaterhouseCoopers in its capacity as auditor for
the period ended 25 January 2026 were $170,000 (2025:
$165,000). Total fees paid to PricewaterhouseCoopers
for other professional services for the period ended 25
January 2026 were $57,000 (2025: $55,000). The other
service fees comprise a half yearly review.
Internal Audit
Recommendation 7.3: “Internal audit functions should
be disclosed.”
Briscoe Group has an internal audit team that performs
assurance and compliance reviews across company
operations as part of a risk-based programme of work
approved by the Audit and Risk Committee. In scope
are all aspects of Briscoe Group’s store and non-store
operations. In addition to the assurance and compliance
work, the internal audit team provides advice to improve
both established systems and processes, and during the
design and implementation phase of new systems and
processes. The Internal Audit Manager reports functionally
to the Audit and Risk Committee and administratively to
the Chief Financial Officer. The Internal Audit Manager
provides regular reporting to management as well as
directly to the Board and Audit and Risk Committee.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement99
Principle 8: Shareholder Rights and Relations
The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them
to engage with the issuer.
Information for Shareholders
Recommendation 8.1: “An issuer should have a website
where investors and interested stakeholders can access
financial and operational information and key corporate
governance information about the issuer.”
Briscoe Group is committed to an open and transparent
relationship with Shareholders. The Board aims to ensure
that all Shareholders are provided with all information
necessary to assess Briscoe Group’s direction and
performance.
This is done through a range of communication methods
including periodic and continuous disclosures to NZX and
ASX, half year and annual reports (including Addendums)
and the Annual Shareholders’ Meeting. Briscoe Group’s
website provides a range of information about the
Group including financial and operational information,
information about its Directors and senior management
and copies of its governance documents, for investors
and interested stakeholders to access at any time.
Communicating with Shareholders
Recommendation 8.2: “An issuer should allow
investors the ability to easily communicate with the
issuer, including by designing its shareholder meeting
arrangements to encourage shareholder participation
and by providing the option to receive communications
from the issuer electronically.”
Shareholders have the option of receiving their
communications electronically, including by email
or through Briscoe Group’s investor centre. Briscoe
Group’s website includes a section for Shareholder
communications and the Board has always been
committed to having an open dialogue with Shareholders
and welcomes investor enquiries.
Briscoe Group generally holds ‘hybrid’ Shareholder
meetings that allow Shareholders to attend either a
physical event in person or participate virtually by
attending and voting online. Shareholders can ask
questions at Shareholder meetings regardless of whether
they attend the meeting online or in person. Where
possible, the Managing Director attends all Shareholder
meetings and actively participates in the answering of any
questions received from Shareholders.
Shareholder Voting Rights
Recommendation 8.3: “Shareholders should have the
right to vote on major decisions which may change the
nature of the company in which they are invested.”
In accordance with the Companies Act 1993, the
Company’s Constitution, and the NZX and ASX Listing
Rules, Briscoe Group refers any significant matters to
Shareholders for approval at a Shareholder meeting.
Further Capital
Recommendation 8.4: “If seeking additional equity
capital, an issuer should offer further equity securities
to existing shareholders of the same class on a pro rata
basis, and on no less favourable terms, before further
equity securities are offered to other investors.”
If the Company seeks additional equity capital, the
Board will ensure it considers the interests of existing
shareholders and, where that is reasonable and in the
best interests of the Company, permit shareholders to
participate on a pro-rata basis.
Notice of Annual Shareholders meeting
Recommendation 8.5: “The Board should ensure that
the annual shareholders notice of meeting is posted on
the issuer’s website as soon as possible and at least 20
working days prior to the meeting.”
Briscoe Group posts any notices of Shareholder
meetings on its website as soon as these are available.
The general practice is to make these available not less
than four weeks prior to the Shareholder meeting unless
extraordinary circumstances apply which means this is
not possible.
Briscoe Group Limited Annual Report 2026 | Corporate Governance Statement100
Briscoe Group Limited Annual Report 2026 | General Disclosures101Briscoe Group Limited Annual Report 2026101
Board of Directors
Dame Rosanne Meo, DNZM, OBE, BA,
Dip BIA: Chairman (Non-Executive)
Director of AMP Administration (NZ) Ltd and
Rosanne Meo Consulting. Chartered Fellow of
Institute of Directors.
Rod Duke, CNZM: Group Managing
Director and Deputy Chairman
Group Managing Director since 1991. Director of
Kein Geld (NZ) Limited, RA Duke Limited, Briscoe
Share Plan Trustee Limited, Kein Geld Westgate
Limited and RD Golf Investments Limited.
Tony Batterton, BCom, C.A: Director
(Non-Executive)
Partner and Director of Evergreen Partners Ltd and
related entities. Non-Executive Director of Scales
Corporation Limited, Direct Capital IV Management
Ltd and related entities, NZ Fine Tours Holdings
Limited and Siplow Nominees Ltd.
Andy Coupe, LLB: Director
(Non-Executive)
Chairman of Kingfish Ltd, Barramundi Ltd and
Marlin Global Ltd. Chartered Fellow of Institute of
Directors.
Mark Callaghan, BCA (Hons): Director
(Non-Executive)
Director of Tasti Products Limited, Hepstone
Ltd, and Callaghan & Associates Ltd. Member of
Institute of Directors.
Mark Cairns, BE(Hons), BBS, MMgt
Chairman of Freightways Group Limited and
McAulay Farms Limited. Non-Executive Director
of Auckland International Airport Limited and
Director of Mark Cairns Consulting Limited. Fellow
of Engineering New Zealand and Chartered Fellow
of the Institute of Directors.
Subsidiary Companies
No employee of the Group appointed as a Director
of Briscoe Group Limited or its subsidiaries receives
or retains any remuneration or other benefits in their
capacity as a Director.
The remuneration and other benefits of such employees
(received as employees) totalling $100,000 or more
during the year ended 25 January 2026, are included
in the relevant bandings for remuneration disclosed as
part of the “Remuneration” section of the Corporate
Governance Statement included in this Annual Report
(page 86).
The persons who held office as Directors of subsidiary
companies at 25 January 2026 are as follows:
Briscoes (New Zealand) Limited
Rod Duke, Geoff Scowcroft
The Sports Authority Limited
Rod Duke, Geoff Scowcroft
Rebel Sport Limited
Rod Duke
Living & Giving Limited
Rod Duke
Principal Activities of the Group
Briscoe Group Limited is a non-trading holding company
but provides management services to its subsidiaries.
The principal trading subsidiaries are Briscoes
(New Zealand) Limited, a specialist homeware retailer
selling leading branded products, and The Sports
Authority Limited, (trading as Rebel Sport),
New Zealand’s largest retailer of leading brands
of sporting goods. The subsidiaries are 100% owned by
Briscoe Group Limited.
During the period there were no changes to the nature
of Briscoe Group Limited’s business or that of its
subsidiaries. There were also no changes to company
structure.
General Disclosures
Briscoe Group Limited Annual Report 2026 | General Disclosures102
Directors
A. Shareholding
BENEFICIALLY HELD
AS AT 13 MARCH 2026
NUMBER OF SHARES
RAB Coupe10,000
HJM Callaghan10,000
NON-BENEFICIALLY HELD
AS AT 13 MARCH 2026
NUMBER OF SHARES
RA Duke as Trustee of the RA Duke Trust171,566,383
RPO’L Meo100,000
AD Batterton30,000
MC Cairns45,000
For further details refer to Substantial Product Holders information below..
B. Share dealings
During the 52-week period ended 25 January 2026
the following directors acquired shares in the Company:
DIRECTORNUMBER OF SHARES ACQUIRED
MC Cairns*45,000
* MC Cairns shares were purchased prior to his appointment as a director.
C. Directors’ Insurance
As provided by the Group’s Constitution and in
accordance with Section 162 of the Companies Act 1993
the Group has arranged Directors’ and Officers’ Liability
Insurance which ensures Directors will incur no monetary
loss as a result of actions undertaken by them as Directors
provided they act within the law.
D. Interests in contracts
During the 52-week period ended 25 January 2026 the
following Directors have declared pursuant to Section 140
(1) of the Companies Act 1993 that they be regarded as
having an interest in the following transactions:
• The RA Duke Trust, of which RA Duke is a trustee,
as owner of the Rebel Sport premises at Panmure,
Auckland, received rental payments of $732,500
(2025: $732,500) from the Group, under an
agreement to lease premises to The Sports Authority
Limited (trading as Rebel Sport). The remaining
non-cancellable term of this lease is 0.2 years
(2025: 1.2 years) with a payment commitment of
$122,083 (2025: $854,583). The parties are currently
negotiating a new lease for this site. (Refer to Note
6.1.1 of the financial statements).
• Kein Geld (NZ) Limited, an entity associated with RA
Duke, received rental payments of $634,113 (2025:
$600,634) as owner of the Briscoes Homeware
premises at Wairau Park, Auckland, under an
agreement to lease premises to Briscoes (NZ) Limited.
The remaining non-cancellable term of this lease is 6.6
years (2025: 7.6 years) with a payment commitment of
$4,399,184 (2025: $5,033,296). (Refer to Note 6.1.1 of
the financial statements).
• Kein Geld Westgate Limited, an entity associated
with RA Duke, forms part of an unincorporated
joint venture known as Westgate Lifestyle Centre
Joint Venture. The joint venture owns Westgate
Lifestyle Shopping Centre at Westgate, Auckland,
which includes the Briscoes Homeware and Rebel
Sport premises. Rental payments of $283,897 (2025:
$565,144) were received under an agreement to lease
premises to Briscoes (NZ) Limited. This included a
six-month rent-free period whilst the store underwent
refurbishment. The remaining non-cancellable term of
this lease is 8.3 years (2025: 0.3 years) with a payment
commitment of $5,100,840 (2025: $141,286). The joint
venture also received rental payments of $362,258
(2025: $301,253) under an agreement to lease
premises to The Sports Authority Limited (trading as
Rebel Sport). The remaining non-cancellable term of
this lease is 8.3 years (2025: 0.3 years) with a payment
commitment of $3,421,095 (2025: $75,313). (Refer to
Note 6.1.1 of the financial statements).
E. Directors’ and Officers’ use
of Company Information
During the period the Board received no notices pursuant
to Section 145 of the Companies Act 1993 relating to use
of Company information.
Shareholders Information
HOLDING RANGE
AT 13 MARCH 2026
NO.
INVESTORS
TOTAL
HOLDINGS%
1 – 10001,113676,6380.30
1,001 – 5,0001,554 4,362,5081.96
5,001 – 10,0005254,073,1001.83
10,001 – 100,00043510,573,0614.75
100,001 and over34203,104,70591.16
Total3,661 222,790,012100%
Substantial Product Holders
The following information is given pursuant to section
293 of the Financial Markets Conduct Act 2013. As at
26 January 2025, details of the Substantial Product
Holders in the company and their relevant interests in
the company’s shares are as follows:
SUBSTANTIAL
PRODUCT HOLDER
HOLDING AS AT
25 JANUARY 2026
1.
R A Duke
2.
171,566,383
1. This information reflects the company’s records and disclosures made under
section 280(1)(b) of the Financial Markets Conduct Act 2013.
2. R A Duke has a relevant interest as a trustee of the R A Duke Trust which was
disclosed in the SSH notice dated 13 October 2016, in respect of 170,081,138
ordinary shares. As at 25 January 2026 this interest was in respect of
171,566,383 ordinary shares.
The total number of ordinary shares on issue (being all of
the voting shares of the company) as at 25 January 2026
was 222,790,012.
Briscoe Group Limited Annual Report 2026 | General Disclosures103
As at 13 March 2026
RANKHOLDER’S NAME*TOTAL%
1JB Were (NZ) Nominees Limited ** 173,694,534 77.96
2=Gerald Harvey 5,250,000 2.36
2=Harvey Norman Properties (NZ) Limited 5,250,000 2.36
4Custodial Services Limited 2,077,774 0.93
5BNP Paribas Nominees NZ Limited Bpss40 1,842,512 0.83
6New Zealand Depositary Nominee 1,817,837 0.82
7Accident Compensation Corporation1,805,3120.81
8Stuart Hamilton Johnstone and Lorraine Rose Johnstone 1,000,000 0.45
9HSBC Nominees (New Zealand) Limited 947,898 0.43
10Apex Custodian Nominees 858,759 0.39
11Citibank Nominees (NZ) Ltd 704,772 0.32
12Manhattan Trustee Limited 683,000 0.31
13
Alastair John Wall, Beverley Ann Wall and Benedict Douglas
Tauber as Trustees of Tunasa Trust established for the benefit
of the family of AJ and BA Wall
600,000 0.27
14Pt Booster Investment Nominees Limited 542,513 0.24
15Shu Wen Chiang 541,861 0.24
16Peter William Bullin 540,839 0.24
17FNZ Custodians Limited 513,289 0.23
18Forsyth Barr Custodians Limited 498,174 0.22
19Gemscott Limited 335,000 0.15
20Geoffrey Peter Scowcroft 307,809 0.14
* A number of the registered holders listed below hold shares as nominees for, or on behalf of, other parties.
** Includes 171,566,383 shares in relation to holdings associated with R A Duke.
Top 20 Shareholders
Briscoe Group Limited Annual Report 2026 | Top 20 Shareholders104
Directory
Directors
Dame Rosanne PO’L Meo (Chairman)
Rodney A. Duke
Anthony (Tony) D. Batterton
Richard A. (Andy) Coupe
Hugh J. M. (Mark) Callaghan
Mark C. Cairns
Solicitors
Simpson Grierson
Registered Office
1 Taylors Road
Morningside
Auckland 1025
New Zealand
Telephone +64 9 815 3737
Bankers
Bank of New Zealand
ANZ Bank New Zealand
Postal Address
PO Box 884
Auckland Mail Centre
Auckland
New Zealand
Auditors
PwC
Websites
www.briscoegroup.co.nz
www.briscoes.co.nz
www.rebelsport.co.nz
Share Registrar
MUFG Pension & Market Services
Level 30
PWC Tower
15 Customs St West
Auckland 1010
New Zealand
Telephone +64 9 375 5998
105Briscoe Group Limited Annual Report 2026 | Directory
Notes
Notes
Notes
Notes
Notes
briscoegroup.co.nz
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