Briscoe Group Limited logo

Annual Report

Annual Report1 April 2026BGPConsumer Discretionary

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

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.