Metro Performance Glass logo

Metroglass provides FY26 results (audited)

Earnings Results27 May 2026MPGReal Estate

5 Lady Fisher Place
East Tamaki

Auckland, 2013


PO Box 58 144 Botany

Auckland, 2163

P 09 927 3000

NZX: MPG | ASX: MPP

27 May 2026

Metroglass provides FY26 results


Metro Performance Glass Limited – Audited financial results for the 12 months ended 31 March 2026

Operating cash flow of $15.7m | Net debt reduced to $27.0m | EBITDA before

significant items up to $18.2m


Metro exited FY26 in a stronger financial and operating position. While market conditions in New Zealand and Australia

remained very challenging, the Group improved underlying trading performance, materially strengthened cash flow,

reduced debt and reset its capital structure through the September 2025 equity raise and refinancing.

• Revenue was $208.2 million, down 2.7% on FY25, reflecting weaker construction markets, particularly in New

Zealand residential and Victoria in Australia.

• EBIT before significant items improved to $0.9 million from a loss of $0.6 million in FY25, with New Zealand

returning to positive EBIT before significant items of $1.5 million.

• EBITDA before significant items increased to $18.2 million from $16.9 million, supported by cost reduction

initiatives, improved manufacturing performance and stronger service outcomes.

• Operating cash flow increased to $15.7 million from $2.1 million, contributing to a reduction in net debt to $27.0

million from $60.5 million.

• The Group completed a $23.9 million equity raise, secured a renegotiated banking facility through September

2028 and ended the year with positive working capital of $27.5 million.

Operationally, Metro continued to improve service and quality performance across its manufacturing network. In New

Zealand, DIFOT and quality outcomes reached record levels and processing efficiency improved despite softer market

conditions. In Australia, AGG maintained strong customer service and quality while transitioning to a full import model

following the closure of Oceania Glass, although trading conditions remained tough, particularly in Victoria.

Looking ahead, Metro expects further improvement in cash flow, debt levels and profitability, with improvement expected

to be driven by higher revenue and margin recovery as the full-year benefit of restructuring, cost actions and operational

gains is realised. The Group is not assuming market improvement in its base outlook and given the high level of

uncertainty that currently exists, is not providing formal earnings guidance for FY27. Management is encouraged by the

stronger operating platform and believes the business is better positioned to respond as conditions recover.

The improvement in Metro’s capital position reflects a point-in-time outcome, while the strengthening in operating

performance was achieved progressively over the full year through deliberate and disciplined actions to turn the business

around.


-ENDS-


For further information please contact:

Simon Bennett – Managing Director: 021 036 8387

simon.bennett@metroglass.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)




Results for announcement to the market

Name of issuer Metro Performance Glass Limited

Reporting Period 12 months to 31 March 2026

Previous Reporting Period 12 months to 31 March 2025

Currency NZ$

Amount (000s) Percentage change

Revenue from continuing

operations

$208,163


(2.7)%

Total Revenue $208,163


(2.7)%

Net profit/(loss) from continuing

operations

$(939) 93.0%

Total net profit/(loss) $(939) 93.0%

Interim/Final Dividend

Amount per Quoted Equity

Security

Not Applicable

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable


Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

$1.3777 $0.0629

A brief explanation of any of the

figures above necessary to

enable the figures to be

understood

Accompanying this announcement are the Group’s audited consolidated

financial statements for the twelve months ended 31 March 2026.


Authority for this announcement

Name of person authorised to

make this announcement

Sarah Hipkiss CFO

Contact person for this

announcement

Sarah Hipkiss

Contact phone number 021 288 5812

Contact email address sarah.hipkiss@metroglass.co.nz

Date of release through MAP 27 May 2026


Audited financial statements accompany this announcement.

---

2026 Annual Report

2026 Annual Report
ii

Managing Director’s Report2
Board of Directors4

Management Summary6

Consolidated Financial Statements 9

Notes to the Consolidated Financial Statements15

Independent Auditor’s Report45

Remuneration Report49

Statutory Information52

Company Directory59

CONTENTS

Contents

This Annual Report is dated 27 May 2026 and is signed on behalf of

the Board by the Directors

SHAWN BECK

Metro Performance Glass

Chair

SIMON BENNETT

Metro Performance Glass

Managing Director

1

As I look back on FY26, I’m
proud of what we’ve achieved

together. We reduced debt by

$33 million through the equity

raise, giving the business a

stronger capital structure

and a more appropriate level

of debt. We also secured a

new three-year financing

arrangement with our

lending syndicate and made

solid progress on costs and

performance across the

business. I want to sincerely

thank our shareholders for

your continued support and

belief in the business.

Much of what shaped FY26 was covered

at the Special General Meeting in August

and again at the Annual General Meeting

in September. That hard work in stabilising

our business has paid off and reading our

financial statements you’ll note that the

progress made has been recognised in the

removal of the material uncertainty relating

to going concern from our note disclosure

and by our auditors. Now that the year

is behind us, I’m enjoying spending more

time focused on the business itself, on our

people, and on the opportunities ahead.

Over the year, I’ve spent time with both

customers and suppliers, and the feedback

on our business has been consistently

encouraging. We have built some stronger

relationships with key customers and

put agreements in place. We’ve also

put new agreements in place that will

support stronger supplier relationships

going forward.

I continue to be impressed by the resilience

of our team and the pride they take in

serving customers well and delivering a

quality product. The safety and wellbeing

of our team is paramount and continues to

be of utmost concern. Improvements in our

health and safety processes and systems

have been made; equally, we have had some

learnings and, as always, there are areas

for improvement.

In New Zealand, Nick Hardy-Jones, now

well established in his role as Country

Manager, has made real progress in lifting

manufacturing standards, with record

Delivery In Full, On Time (DIFOT) and

quality results across New Zealand. The

improvement over the past 24 months

has been exceptional. Our team’s focus on

delivering better outcomes for customers

is starting to show through, and the

conversation is now more about quality and

service rather than just price.

MANAGING

DIRECTOR’S

REPORT

I continue to be

impressed by the

resilience of our team

and the pride they take

in serving customers

well and delivering a

quality product.

2026 Annual Report

2

Managing Director’s Report
Put simply, delivering on time and to

specification creates far more value for

our customers than dealing with returns,

rework and delays - and it puts us in a

better cost position as well.

These results have been achieved while

completing the reorganisation of our

manufacturing footprint and making strong

progress in getting the cost structure

right for the business going forward.

We’ve also made the most of the decision

to keep Australia Glass Group (AGG) within

the organisation by sharing knowledge more

openly and using group resources more

effectively, which is helping us drive further

efficiencies and optimise costs. Angus

Wilson (formerly General Manager Victoria),

who led our New Zealand turnaround

project team, has been appointed GM

Strategic Operations to embed operational

excellence and strategy across the group.

In late September, Steve Hamer retired as

CEO of AGG, and I want to acknowledge the

contribution he has made to the business

over many years. We’re pleased to still have

access to his expertise in his new part-time

Group Strategy role.

Jason McGrath has ably stepped into the

Australian Country Manager role, and with

his years of experience at AGG, he is well

placed to lead the business forward. The

Australian building market, especially in

Victoria, remains subdued, but we continue

to see strong long-term potential. AGG

continues to stand out through its quality

and service, which has helped maintain

strong customer relationships in a

slower market.

During FY26, AGG worked through the

disruption caused by the closure of Oceania

Glass and the shift to a successful import

model. At the same time, the business

reviewed its operating structure and

appointed new GMs in New South Wales

and Tasmania to sharpen the focus on

sales growth and improve operational

consistency.

Throughout the group, as we look ahead

we are not building any substantive

market growth into our forward outlook.

Even so, we believe Metro is well placed

to keep improving performance and to

benefit if potential opportunities for

growth do emerge. We are also continuing

to monitor the situation in Iran and have

contingency plans in place where we can.

While we are optimistic about FY27, there

is still enough uncertainty that we are not

providing specific performance guidance at

this stage.

What we do expect is improvement across

our key financial measures, including

stronger cash flow, lower debt, and higher

revenue and profitability in both Australia

and New Zealand.

Our FY27 plan assumes a clear step up in

performance, driven by disciplined revenue

growth and margin improvement across

both New Zealand and Australia. Targeted

price increases, along with volume growth

in priority regions and segments, are

expected to lift revenue.

That should flow through to a meaningful

improvement in net revenue and gross

margin. Just as importantly, the one-off

FY26 costs are not expected to repeat,

which means the underlying earnings

base can normalise and improved sales

can translate more directly into stronger

EBITDA and EBIT.

FY27 should also benefit from structural

cost and operating efficiencies that

strengthen profitability and cash flow.

We expect to see the full-year benefit of

headcount reductions, plant and logistics

restructuring, and the stabilisation of the

Australian import model. Together, these

changes should deliver significant savings

in processing and operating costs, helping

to offset inflationary pressures such as

wages, fuel and supply costs.

As sales growth starts to outpace cost

increases, operating leverage should

improve, supporting a strong lift in

EBITDA and a return to positive pre-IFRS

16 earnings at group level. In turn, that

should underpin stronger operating cash

flow, further debt reduction and improved

covenant headroom, leaving the group in a

more resilient financial position and better

placed to deliver sustainable returns.

None of this would have been possible

without the capital you, our shareholders

provided. This led to the strong banking

arrangements which we negotiated with

our bank, who remain very supportive.

This new base and ‘licence to operate’

allowed our people to finally ‘get on

with the job’ and not be distracted by

uncertainty or perceived uncertainty as to

our future viability.

We clearly cannot predict the beginning or

end of the crazy geopolitical environment,

nor the Australasian economic environment.

Nevertheless, we feel confident because we

have organised ourselves and enjoy a lower

cost base, better quality and differentiated

product than a year ago. We also have a

strong and committed team to ensure

innovative quality products and services are

delivered to our customers.

Thanks to my team mentioned above

and special thanks to Dayna Roberts

our exceptional GM People and my super

capable CFO, Sarah Hipkiss, who is well and

truly getting to grips with glass (with safety

gloves on of course). To the wider team,

thanks for your efforts. We have always

been a proud business, but we are becoming

strong again as well.

SIMON BENNETT

Metro Performance Glass

Managing Director

QUALITYAKL CHC

Internal

reworks

External

reworks

Internal

reworks

External

reworks

2023 5.40% 1.70% 6.20% 2.40%

2024 5.00% 1.40% 5.60% 2.00%

2025 4.60% 1.20% 4.50% 1.30%

2026 4.20% 0.90% 5.10% 1.10%

DIFOT AKL CHC

DIFOT DIFOT

2023 66.80% 55.00%

2024 67.90% 83.20%

2025 83.60% 95.60%

2026 93.40% 98.80%

3

BOARD OF
DIRECTORS

SIMON BENNETT

Managing Director

Appointed: December 2023

Appointed Managing Director:

September 2025

Simon is an experienced CEO,

entrepreneur and company director.

He was formerly the CEO of Accordant

Group which encompassed numerous

recruitment businesses. Simon had

previously both owned and operated

firms in retail and manufacturing and

consulted to NZX50 companies.

Simon is Chair of Accordant Group, and

trustee of the International Centre for

Entrepreneurship Foundation. He is a

member of the Institute of Directors

New Zealand. Simon is an early-

stage investor and supporter of the

entrepreneurial ecosystem.

SHAWN BECK

Independent, Non-Executive Chair

Appointed: November 2023

Shawn’s background includes a wide variety

of roles, including serving as an equities

analyst, institutional dealer, investment

banker, private equity general partner,

company director, company founder and

owner-operator. This includes roles within

the commercial and sports arenas.

His experience covers nearly 20 years

as a co-founding director of Pencarrow

Private Equity and director or chair

of approximately 15 companies in a

range of industries, including four

publicly listed NZX companies.

Shawn’s experience also encompasses

the direct execution or management

of an estimated 70 corporate finance

transactions including IPOs, equity and

debt raising, listed takeovers and M&A.

2026 Annual Report

4

Board of Directors
JULIA MAYNE

Independent, Non-Executive Director,

Chair of the Audit And Risk Committee

Appointed: September 2021

Julia has more than 30 years’ experience

in financial and operational improvement

roles, focused in particular on the

Australasian building materials sector.

She is currently the Head of Commercial

at Scottish Pacific Business Finance.

Prior to this, Julia completed several

consulting, programme management and

acting CEO roles focused on business

improvement. From 2001 to 2015, she

held senior financial leadership positions

across the Fletcher Building Group.

Julia is a qualified CPA, has a CPA MBA

from Deakin University, a Bachelor of

Commerce (Hons) from the University of

NSW and a Bachelor of Commerce from

the University of Wollongong.

PRAMOD KHATRI

Independent, Non-Executive Director,

Chair of People and Culture Committee

Appointed: December 2023

Pramod commenced his career in Audit and

Business Advisory Services with Arthur Young

(now Ernst and Young) in 1986. In 1993 he left

EY to undertake his MBA studies following

which he held a number of senior management

roles in the New Zealand dairy, roading and

construction, and manufacturing sectors.

In 2001 Pramod joined the McKechnie Metals

business as Commercial Manager and in 2002

was promoted to General Manager. In 2004 he

led the management buyout of the McKechnie

Aluminium business and became its Managing

Director and major shareholder. In 2022

Pramod exited the McKechnie business when

it was sold.

Pramod has also been Chair and shareholder

of Christchurch-based AW Fraser Limited,

a supplier of bronze, brass and precision

machined components, since 2006. He

resigned as Chair/Director in March 2025

when the business was sold to a French

company. In addition to this, Pramod is a

trustee of a New Plymouth-based charitable

trust which provides financial support to

students entering tertiary studies.

STEPHEN ROBERTSON

Non-Independent, Non-Executive

Director

Appointed: September 2025

Stephen has had over 40 years of

experience working in Industrial Products

businesses across Australasia. He has been

the Managing Director of Amari Metals

Australia and its related companies in

New Zealand for over 10 years. This includes

seven businesses in Australia and three in

New Zealand, including McKechnie Aluminium

Solutions, all involved in the supply of

specialty metal products. Prior to this,

Stephen held a senior management position

within Crane Group before to its takeover

by Fletcher Building. He is also a director of

the Australian Stainless Steel Development

Association.

Stephen is a non-independent director as

defined by the NZX Listing Rules because

of his association with Amari Metals,

who is the majority shareholder of Metro

Performance Glass.

5

NICK HARDY-JONES
Country Manager – New Zealand

New Zealand

Metro in New Zealand closed

FY26 in a materially stronger

position than 12 months

ago following a significant

operational and financial

reset across the business.

During the year, Metro simplified its

cost structure, restored manufacturing

performance, and strengthened glazing

service delivery. The result is a more

customer and market-focused business,

with a clearer focus on delivering value,

product differentiation, and long-term

customer outcomes.

Operational performance improved

significantly during the year. DIFOT

service levels reached record levels, with

Christchurch consistently operating above

99% and Highbrook consistently over 93%,

reflecting improved plant planning, stability

and productivity. Most importantly, rework

rates reduced to some of the lowest levels

recorded, adding to the positive customer

experience overall. Both manufacturing

sites increased output with reduced shift

hours and lower labour headcount.

The business delivered $4 million of

operating cost reduction year-on-year,

while increasing processing volumes. Plant

reliability further improved, contributing to

lower overtime and increased productivity

per labour hour. These improvements have

strengthened Metro’s value proposition

within the New Zealand market resulting

in greater consistency of supply and

customer outcomes.

Safety performance strengthened during

FY26 also. Hazard reporting increased

materially across the business, while

total injuries reduced 31% year-on-year.

Total Recordable Injury Frequency Rate

(TRIFR) closed at 2.90, reflecting continued

focus from leaders and teams throughout

the business.

Market conditions across the New Zealand

construction sector remained challenging

throughout the year, particularly within

the North Island residential market where

pricing pressure continued to impact

revenue. New Zealand’s revenue for FY26

was $130.4 million, 2.5% behind prior year.

Revenue in the North Island reduced to

$76.5 million despite increased processing

volumes. However, improved operational

execution, service reliability, and an

increased mix of higher-performance

double glazing products contributed to

better year-on-year financial performance.

The South Island business continued to

strengthen operational performance

across production, distribution and glazing

operations, while further improving financial

performance through execution and

ongoing improvement in product mix.

Metro continued to expand its glazing

service model, with a strong focus on

customer engagement, communication and

responsiveness. This approach has been

well received by customers and continues

to strengthen long-term customer

relationships across both residential and

commercial markets.

MANAGEMENT

SUMMARY

The business

delivered $4 million

of operating cost

reduction year-on-

year, while increasing

processing volumes.

New Zealand EBIT before significant items

for FY26 was $1.5 million, representing a

$4.4 million improvement on the prior year.

Metro continues to reposition the business

away from a volume-led manufacturing

model toward a more disciplined, market-

led approach focused on customer value,

profitable growth and higher-quality

revenue streams.

During FY26, we further strengthened

our supply chain resilience and maintained

access to leading global glass technologies

through long-standing supplier

partnerships, supporting continued product

differentiation and innovation within the

New Zealand market.

This increasing market and customer

focus is reshaping Metro’s manufacturing

and distribution model toward maximising

value from existing plant capacity. Growing

the mix of higher-performing Low-E

products, custom laminated safety glass,

digital printing, frameless systems and

retrofit double glazing delivered through

our nationwide branch network is key to

this focus.

The focus for FY27 is on converting

improved operational capability and

supply chain performance into stronger

customer outcomes, while continuing to

grow differentiated value-added glass

and glazing products and services across

the market. These improved customer

outcomes combined with efficiencies will

deliver a significant lift in profitability.

2026 Annual Report

6

SARAH HIPKISS
Chief Financial Officer

JASON MCGRATH

Country Manager – Australia

Australia Glass Group (AGG)

AGG remains a leading

supplier of insulated glass

units (IGUs) in Australia,

recognised for high-

performance products,

quality, and customer service.

IGUs are commonly specified for energy

efficiency (for heat retention), so AGG

primarily serves the cooler climates of

south-eastern Australia (around 60% of

the Australian population).

AGG operates three processing facilities,

with supporting warehouses, in Melbourne,

Sydney, and Hobart. Its market is mainly made

up of window fabricators serving the medium

to high-end housing segment, as well as light

commercial and renovation segments.

Over the year, AGG increased its share

of high-performance IGUs by leveraging

its brand and service proposition, now

greater than 50% of all IGUs sold. Quality

performance also improved, with external

customer quality rising from 99.2% to

99.5%, while maintaining DIFOT above 95%.

Management Summary

Financial summary

Metro has been successful

in the restructure of its

balance sheet during FY26,

achieving a level of debt and

capital appropriate to a

business of Metro’s size and

complexity.

The capital raise in September 2025

raised $23.9 million and this combined with

the accommodation from the banking

syndicate led to a reduction in net debt of

$33.9 million and a refinancing of a

three-year lending facility. This has meant

that Metro’s net debt decreased from

$60.5 million in FY25 to $27.0 million in

FY26 and has had a flow-on impact on

interest expense, which has reduced from

$6.1 million in FY25 to $3.8 million in FY26.

Group revenue was down to $208 million

from $214 million in FY25; however, cost

and cash management has meant that

operating cash flow (which includes working

capital and inventory movements) for

the business increased by $13.6 million

to $15.7 million compared with FY25. The

New Zealand business is well progressed

(albeit not complete) in seeking efficiencies

and to this end has removed c$4.0 million

of operating costs year-on-year. This is

inclusive of the fact that whilst revenues

are down, volumes are increasing.

The Australia business has navigated the

closure of Oceania and the need to change

to a full import model, which has added

approximately $1.0 million to operating

costs, but has opened up opportunities

with new suppliers. With the Australian

market currently soft, AGG has reviewed

and identified a number of areas for cost

efficiencies, although the full impact of

these will be largely felt in the FY27 year.

In terms of safety, total injuries reduced

from 108 to 68, notwithstanding our

TRIFR increased, which is an area of

focus. A national focus on safety across

the group has been implemented

including more leading indicators to

further reduce injuries.

In a subdued market, AGG’s revenue was

$77.8 million, down $2.3 million or 2.8% on

the prior year primarily due to softness in

Victoria. AGG’s EBIT before significant

items decreased by $2.8 million. Despite

high inflation and the closure of Oceania

adding around $1 million of incremental

costs, predominantly from a new

warehouse in NSW, there has been a focus

on cost control in processing and

overhead costs..

Looking ahead, demand for AGG’s products

remains favourable, driven by a growing

focus on energy efficiency both in new

builds and refurbishments. Significant

changes to the Nationwide House Energy

Rating System’s (NatHERS) code have

been embedded in NSW and Victoria over

the past 12 months, which should see an

increase in IGU demand in the year ahead.

Together with the Federal Government’s

planned 1.2 million new homes in the next

five years, support will continue for IGU

growth in AGG’s core markets during FY27.

AGG remains well positioned to capitalise

on the expected market return and

uptick in IGU demand, supported by its

specialised manufacturing expertise,

broad product range, strong brand,

technical support, and attractive

geographic footprint.

AGG remains well

positioned to

capitalise on the

expected market

return and uptick in

IGU demand...

7

Non-GAAP Financial Information
NON-GAAP FINANCIAL INFORMATION

Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the

period, or net profit after tax. Metroglass has used non-GAAP measures which are not prepared in accordance with New Zealand

International Financial Reporting Standards (NZ IFRS) when discussing financial performance in this document. The directors and

management believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding

of the Group’s financial performance, financial position or returns, and used internally to evaluate the performance of business units

and to establish operational goals. These measures should not be viewed in isolation, nor considered as a substitute for measures

reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported

by other companies.

Definitions of non-GAAP financial measures used in this report:

* EBITDA: Earnings before interest, tax, depreciation and amortisation.

GAAP TO NON-GAAP RECONCILIATION

Full year to 31 March

FY26

($M)

FY25

($M)

(Loss)/Profit for the period before significant items(7.9)(8.8)

Add: Net extinguishment of debt9.2 –

Less: NZ and Australian restructuring and other significant items(2.2)(4.7)

Loss for the period (GA AP)(0.9)(13.5)

Add: taxation expense0.1 (3.2)

Add: net finance expense8.7 11.3

Earnings before interest and tax (EBIT) (GAAP)7.9 (5.4)

Add: depreciation & amortisation17.3 17.5

EBITDA25.2 12.2

EBIT (GAAP)7.9 (5.4)

Less: Net extinguishment of debt(9.2)–

Add: NZ and Australian restructuring and other significant items2.2 4.7

EBIT before significant items0.9 (0.6)

EBITDA25.2 12.2

Add: Net extinguishment of debt(9.2)–

Add: NZ and Australian restructuring and other significant items2.2 4.7

EBITDA before significant items18.2 16.9

8

2026 Annual Report

Consolidated Statement of Comprehensive Income10
Consolidated Statement of Financial Position11

Consolidated Statement of Changes in Equity12

Consolidated Statement of Cash Flows13

Notes to the Consolidated Financial Statements 15

1. Basis of Preparation15

2. Financial Performance17

3. Working Capital21

4. Long-Term Assets30

5. Debt and Equity36

6. Other39

CONTENTS

OUR

RESULTS

9

Consolidated Statement of Comprehensive Income
for the year ended 31 March 2026

NOTESCONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Revenue2.1208,163213,922

Cost of sales2.3(128,827)(130,648)

Gross profit2.179,33683,274

Distribution and glazing-related expenses2.3(38,116)(41,511)

Selling and marketing expenses2.3(11,071)(11,717)

Administration expenses2.3(29,393)(30,890)

Share of profits of associate–124

Other income and gains and losses2.612983

Profit/(Loss) before significant items, interest and tax885(637)

Significant items2.47,006(4,728)

Profit/(Loss) before interest and tax7,891(5,365)

Finance expenses2.7(8,738)(11,362)

Finance income5051

Loss before income taxation(797)(16,676)

Income tax (expense)/benefit6.1(142)3,206

Loss for the year(939)(13,470)

Other comprehensive income

Items that may be reclassified to profit or loss in the future:

Exchange differences on translation of foreign operations3,824409

Change in fair value of hedging instruments (net of tax)3.5(973)(183)

Total comprehensive profit/(loss) for the year attributable to shareholders1,912(13,244)

Earnings per share

Basic and diluted earnings per share (cents per share)2.5(6.0)(249.4)

The Board of Directors authorised these financial statements for issue on 27 May 2026.

For and on behalf of the Board:

Shawn Beck Julia Mayne

Chairman Director

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

10

2026 Annual Report

Consolidated Statement of Financial Position
at 31 March 2026

NOTESCONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

ASSETS

Current assets

Cash and cash equivalents8,2666,538

Trade receivables3.129,80828,372

Inventories3.223,66725,506

Derivative financial instruments3.522161

Current income tax asset307186

Other current assets3.73,8393,412

Total current assets66,10864,075

Non-current assets

Property, plant and equipment4.135,19739,891

Right-of-use assets4.252,25760,237

Deferred tax assets6.216,27015,740

Intangible assets4.326,07923,926

Other non-current assets3.742 42

Total non-current assets129,845139,836

To t a l a s s e t s195,953203,911

LIABILITIES

Current liabilities

Trade and other payables3.326,26320,131

Deferred income3.41,7331,247

Derivative financial instruments3.52810

Lease liabilities5.29,1867,842

Interest-bearing liabilities5.178965,520

Provisions3.66471,048

Total current liabilities38,64695,798

Non-current liabilities

Interest-bearing liabilities5.134,4521,512

Lease liabilities5.260,34668,723

Provisions3.62,5512,296

Total non-current liabilities97,34972,531

Total liabilities135,995168,329

Net assets59,95835,582

Equity

Contributed equity5.3329,680307,198

Accumulated losses(102,651)(101,877)

Group reorganisation reserve6.3(170,665)(170,665)

Share-based payments reserve6.3345528

Foreign currency translation reserve4,769 945

Hedge reserve3.5(1,520)(547)

Total equity59,95835,582

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

11

Consolidated Statement of Changes in Equity
for the year ended 31 March 2026

CONSOLIDATED 2026

Notes

Contributed

equity

$'000

Reserves

$'000

Accumulated

losses

$'000

Total

$'000

Opening balance at 1 April 2025307,198 (169,739)(101,877)35,582

Loss for the year––(939)(939)

Movement in foreign currency translation reserve–3,824–3,824

Other comprehensive income for the year3.5–(973)–(973)

Total comprehensive income/(loss) for the year–2,851(939)1,912

Ordinary shares issued¹22,482––22,482

Expiry of share-based payments–(165)165–

Movement in share-based payments reserve–(18)–(18)

Total transactions with owners, recognised directly in equity22,482(183)16522,464

Balance at 31 March 2026329,680(167,071)(102,651)59,958

CONSOLIDATED 2025

Notes

Contributed

equity

$'000

Reserves

$'000

Accumulated

losses

$'000

Total

$'000

Opening balance at 1 April 2024307,198(169,431)(88,776)48,991

Loss for the year– – (13,470)(13,470)

Movement in foreign currency translation reserve– 409– 409

Other comprehensive income for the year3.5– (183)– (183)

Total comprehensive income/(loss) for the year– 226(13,470)(13,244)

Expiry of share-based payments– (369)369–

Movement in share-based payments reserve– (165)– (165)

Total transactions with owners, recognised directly in equity– (534)369(165)

Balance at 31 March 2025307,198(169,739)(101,877)35,582

1 The Group undertook an equity raise including a rights issue for existing shareholders and an issue of ordinary shares to Amari Metals Australia Pty Limited. These transactions settled

on 19 September 2025 raising a total of $23.9m which was primarily used to repay debt. This was offset by $1.5m of capital raise related costs.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

12

2026 Annual Report

Consolidated Statement of Cash Flows
for the year ended 31 March 2026

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Cash flows from operating activities

Receipts from customers207,913217,804

Payments to suppliers and employees(183,656)(206,049)

Government grants received336

Repayment of balance due from associate–1,421

Interest received4946

Interest paid(4,010)(6,051)

Interest paid on leases(4,546)(4,955)

Income taxes paid(78)(180)

Net cash inflow from operating activities15,6752,072

Cash flows from investing activities

Proceeds from sale of property, plant and equipment14183

Payments for property, plant and equipment(2,823)(3,009)

Payments for intangible assets(26)(37)

Divestment of Investment in Associates–1,079

Net cash outflow from investing activities(2,708)(1,884)

Cash flows from financing activities

Lease liability principal payments(8,042)(7,542)

Repayment of borrowings(25,275)(3,500)

Drawdown of borrowings1,50011,000

Repayment of other financing(2,277)(435)

Ordinary shares issued23,948 –

Ordinary shares placement costs(1,466)–

Net cash outflow from financing activities(11,612)(477)

Net increase/(decrease)1,355(289)

Cash and cash equivalents at the beginning of the year6,5386,634

Effects of exchange rate changes on cash and cash equivalents373193

Cash and cash equivalents at the end of the year8,2666,538

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

The table below sets out the annual movement in net debt:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Opening balance of interest-bearing liabilities at 1 April67,03259,663

(Repayment)/drawdown of borrowings (net)(23,775)7,500

Net extinguishment of debt(10,000)–

Other financing movement (net)507(435)

Foreign exchange and other adjustments1,477304

Closing balance of interest-bearing liabilities at 31 March35,24167,032

Less: cash and cash equivalents(8,266)(6,538)

Net debt at 31 March26,97560,494

13

Consolidated Statement of Cash Flows (continued)
for the year ended 31 March 2026

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Reconciliation of loss after income tax to net cash inflow from operating activities

Loss for the Year(939)(13,470)

Adjustments for:

Depreciation and amortisation17,35617,534

Net extinguishment of debt(9,160)1,820

Share-based payments expense(18)(165)

Loss/(gain) on disposal of assets(48)(13)

Lease modification and remeasurement2901,233

Share of profit from associate–(124)

8,42020,285

Impact of changes in working capital items

Trade and other receivables(683)4,509

Inventory2,477196

Related party receivables–1,142

Other current assets(359)(505)

Trade accounts payable and employee entitlements6,550(5,259)

Deferred income487(463)

Interest accruals(167)(47)

Provisions62(1,329)

Movement in deferred tax38(3,212)

Movement in credit loss provision(236)398

Income tax liability25(173)

8,194(4,743)

Net cash inflow from operating activities15,6752,072

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

14

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements

1 BASIS OF PREPARATION

Reporting entity

These financial statements are for Metro Performance Glass Limited (‘the Company’ or ‘the parent entity’) and its subsidiaries

(together, ‘the Group’). The Group supplies double glazed, processed flat glass and related products primarily to the residential and

commercial building sectors.

Statutory base

The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is

5 Lady Fisher Place, East Tamaki, Auckland.

Basis of preparation

These consolidated financial statements have been approved for issue by the Board of Directors on 27 May 2026.

The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in

New Zealand (NZ GAAP) as appropriate for Tier 1 For-Profit entities. The Group is a for-profit entity for the purposes of complying with

NZ GAAP and has operations and sales in New Zealand and Australia. The consolidated financial statements comply with New Zealand

equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative

notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with International

Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

Metro Performance Glass Limited is registered under the New Zealand Companies Act 1993 and is a Financial Market Conduct

reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have been prepared in

accordance with the requirements of the New Zealand Stock Exchange (NZX) Main Board Listing Rules.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial

assets and financial liabilities at fair value.

Principles of consolidation

The financial statements incorporate the assets and liabilities of all subsidiaries of Metro Performance Glass Limited as at

31 March 2026 and the results of all subsidiaries for the year then ended.

Subsidiaries are all entities over which the Group has control. An entity is a controlled entity of the Group if the Group is exposed and

has a right to variable returns from the entity and is able to use its power over the entity to affect those returns. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses

are also eliminated unless the transaction provided evidence of the impairment of the asset transferred.

Goods and Services Tax (GST)

The statement of comprehensive income has been prepared so that all components are stated exclusive of GST. All items in the

statement of financial position and statement of cash flows are stated net of GST, with the exception of receivables and payables,

which include GST invoiced.

Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal

the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are discussed in each accounting note as appropriate.

The critical accounting estimates and judgements at 31 March 2026 include:

• use of going concern basis of accounting (refer: going concern disclosure below)

• recognition of deferred tax assets (refer: 6.2 Deferred taxation)

• impairment assessment of goodwill and impairment assessment of Group assets (refer: 4.3 Intangible Assets)

15

Notes to the Consolidated Financial Statements (continued)
Going concern

In preparing these financial statements, the Directors have considered the Group’s ability to continue as a going concern. These

considerations are outlined below:

The Group reported a net loss of $0.9m for the 12 months ended 31 March 2026 (2025: net loss of $13.5m); and a profit before

significant items, interest and tax for the 12 months ended 31 March 2026 of $0.9m (2025: loss of $0.6m). As at 31 March 2026 the

Group has positive working capital of $27.5m (31 March 2025: negative $31.7m). In 2026 the Group generated $15.7m in net cash from

operating activities (2025: $2.1m).

The Group undertook an equity raise including a rights issue for existing shareholders and an issue of ordinary shares to Amari Metals

Australia Pty Limited. These transactions settled on 19 September 2025 raising a total of $23.9m which was primarily used to repay

debt. Debt was further reduced by a $10.0m debt accommodation from the banking syndicate.

At 31 March 2026 the Group’s banking facility (which was renegotiated together with the equity raise) stands at $41.0m (31 March

2025: $70.0m) of which $33.2m has been drawn (31 March 2025: $65.5m). The renegotiated facility expires on 19 September 2028 and

the liability is therefore classified as non-current in the consolidated statement of financial position at 31 March 2026. The Group’s

financial covenants includes interest cover and leverage ratios. The Group received covenant amendments and did not breach any

covenants during the year. The Group is forecasting to meet covenants going forward.

The Directors remain focused on growing and improving both the Australian and New Zealand businesses and continue to engage in

actions to improve the profitability of the Group. Market conditions in New Zealand and Australia remain subdued and this is expected

to continue in the short to medium term however the Group’s forecasts indicate that the Group will be able to comply with the

conditions of the renegotiated banking facility.

Based on these factors the Directors concluded the Group’s financial statements should be prepared on a going concern basis and

that no material uncertainties exist.

Foreign Currency Translation

Functional and presentation currency

The consolidated financial statements are presented in New Zealand dollars which is the Company’s functional and the Group’s

presentation currency, rounded where necessary to the nearest thousand dollars.

Transactions and balances

Foreign currency transactions are translated 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 profit or loss. They are deferred in equity if they

relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a

foreign operation.

The results and financial position of foreign operations that have a functional currency different from the presentation currency are

translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average

exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction

dates, in which case income and expenses are translated at the dates of the transactions);

• all resulting exchange differences are recognised in ‘Other comprehensive income’.

• on consolidation, exchange differences arising from the translation of any net investment in foreign entities, and the borrowings

and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When

a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences

are reclassified to profit or loss, as part of the gain or loss on sale.

Changes in Accounting Policy and Disclosures

New disclosure requirements and changes in accounting policies

There are various standards, amendments and interpretations which are published but not yet effective and were assessed as

having an immaterial impact on the Group. A new standard NZ IFRS 18: Presentation and Disclosure in Financial Statements, which is

mandatory for the Group in the 2027 financial year, is expected to change the presentation of the Group’s primary financial statements.

The Group is continuing to assess the impact of the standard and will disclose more information in the future.

16

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

2 FINANCIAL PERFORMANCE

2.1 Segment Information

Operating segments of the Group at 31 March 2026 have been determined based on financial information that is regularly reviewed by

the Board in conjunction with the Managing Director and Chief Financial Officer, collectively the chief decision-maker for the purpose

of allocating resources, assessing performance and making strategic decisions.

Substantially all of the Group’s revenue is derived from the sale of glass and related products and services. This revenue is split by

channel only at the revenue level into Commercial Glazing, Residential and Retrofit. Commercial glazing revenue reflects sales through

four specific commercial glazing operations in New Zealand. Retrofit revenue reflects sales through four specific retrofit operations in

New Zealand and the retrofit channel sales from all (Metro Direct) branches across New Zealand. Residential revenue reflects all other

sales channels. The allocation of sales between residential and commercial can be difficult as the Group does not always know the

end-use application. Following the acquisition of Australian Glass Group Pty Ltd (AGG) on 1 September 2016 the Group operates in two

geographic segments: New Zealand and Australia.

In the tables following:

• Group costs consist of insurance, professional services, Directors’ fees and expenses, listed company fees and share incentive

scheme costs.

• Refer to Note 2.4 for details of significant items.

17

Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2026

New Zealand

$'000

Australia

$'000

Eliminations

and Other

$'000

Group

$'000

Commercial Glazing23,103 ––23,103

Residential85,709 77,797–163,506

Retrofit21,554 ––21,554

Total revenue130,36677,797–208,163

Gross profit57,64721,689–79,336

Segmental EBITDA before significant items*13,3615,274–18,635

Group costs––(394)(394)

Group EBITDA before significant items*18,241

Depreciation and amortisation(11,825)(5,531)–(17,356)

EBIT before significant items*1,536(257)(394)885

Significant items7,403(397)–7,006

EBIT8,939(654)(394)7,891

Segment assets252,97283,420(140,439)195,953

Segment non-current assets (excluding deferred tax assets)54,17759,398–113,575

Segment liabilities67,79438,84129,360 135,995

*EBITDA before significant items is a non-GAAP measure refer to page 8 for a reconciliation.

CONSOLIDATED 2025

New Zealand

$'000

Australia

$'000

Eliminations

and Other

$'000

Group

$'000

Commercial glazing24,675––24,675

Residential85,29780,069–165,366

Retrofit23,881––23,881

Total revenue133,85380,069–213,922

Gross profit57,96425,310–83,274

Segmental EBITDA before significant items*9,7447,468–17,212

Group costs––(315)(315)

Group EBITDA before significant items*16,897

Depreciation and amortisation(12,650)(4,884)–(17,534)

EBIT before significant items*(2,906)2,584(315)(637)

Significant items(3,033)(1,695)–(4,728)

EBIT(5,939)889(315)(5,365)

Segment assets263,29075,280(134,659)203,911

Segment non-current assets (excluding deferred tax assets)69,28054,816–124,096

Segment liabilities75,59932,64660,084168,329

* EBITDA and EBIT before significant items is a non-GAAP measure refer to page 8 for a reconciliation.

2.2 Revenue

Accounting policy

Revenue comprises the value of the consideration received for the sale of goods and services, net of GST, rebates and discounts and

after eliminating sales within the Group.

The Group derives revenue from the sale of customised glass products. Revenue is recognised at a point in time when a Group entity

has transferred control, which is when it has delivered the glass products to the customer, the customer has accepted the products

and collectability of the related receivables is highly probable.

The Group also provides glazing services through Commercial glazing and Retrofit channels along with the sale of its glass products.

Revenue is recognised for the glazing and associated glass products when the glazing services have been completed, the customer has

approved the installation services and collectability of the related receivables is highly probable.

18

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

2.3 Operating expenditure

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$’000

Raw materials and consumables used65,01866,697

Employee benefit expenses85,71790,245

Depreciation and amortisation17,356 17,534

Other expenses39,31640,290

Total cost of sales, distribution and glazing related expenses,

selling and marketing expenses, and administration expenses207,407214,766

Amortisation of intangible assets is included within administration expenses as reported in the consolidated statement of comprehensive income.

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$’000

Audit of Financial Statements performed by PwC

Audit of financial statements - PwC - current year528 460

Audit of financial statements - PwC - prior year60–

588 460

2.4 Significant items

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$’000

Net extinguishment of debt(9,204)–

Restructure of the New Zealand and Australia operations2,1022,552

Divestment of investment in associates–1,067

Australian divestment–491

Refinancing, divestment, capital raise, equity investment and takeover related expenses96618

Total significant items before taxation(7,006)4,728

Net tax expense/(benefit) on above items1,954(1,358)

Total significant items after taxation(5,052)3,370

Accounting policy

Significant items are a non-GAAP measure and are based on the Group’s internal policy as follows. Transactions considered for

classification as significant items are material restructuring costs, acquisition and disposal costs, impairment or reversal of impairment

of assets, business integration, and transactions or events outside of the Group’s ongoing operations that have a significant impact on

reported profit.

Net extinguishment of debt

The capital raise resulted in the bank syndicate providing an accommodation of $10 million reduction in the debt and facility levels,

netted off against any fees or costs incurred in relation to the renegotiation of the debt facility.

19

Notes to the Consolidated Financial Statements (continued)
Restructure of the NZ and Australia operations

The Group has continued its cost out programme, furthering the comprehensive review of its organisational structure and

manufacturing footprint by the project team to identify and target efficiencies. This has resulted in staff restructuring costs through

FY2025 and FY2026 in both Australia and NZ operations as well as the closure of the Wellington manufacturing facility in FY2025.

The costs of this programme are included in the ‘Restructure of NZ and Australia operations’ significant items. The nature of the

costs incurred include redundancy payments, loss on disposal of inventory and some assets, and costs incurred transporting and re-

commissioning assets in other plants within the Group.

Divestment of investment in associates

During the financial year ended 31 March 2025, the Group disposed of its entire interest in 5R Solutions Limited, a company in which it

previously held a 50% ownership interest and accounted for using the equity method. This costs relates to the 5R divestment.

Australian divestment

In the prior year costs were incurred in relation to the potential sale of AGG, which did not go ahead, as announced on the NZX on 6 May

2024. The Australian divestment costs include those costs incurred as a result of the planned sale process.

Refinancing, divestment, capital raise, equity investment and takeover related expenses

On 6 May 2024 the Group announced that it will progress a capital raise to further reduce its debt level, which occurred in September

2025. The capital raise costs include legal and professional fees incurred in the exploration of this activity. In the prior year the Group

also explored a conditional refinance and capital raise with Cowes Bay Group Pty. This transaction was cancelled on 16 December 2024

as key terms could not be agreed. On 17 December 2024, the Group received a non-binding, indicative, conditional proposal from CCP VI

Bidco (NZ) Ltd - a company managed by Crescent Capital Partners. The application for Commerce Commission approval was withdrawn

by Crescent on 21 October 2025. Takeover related expenses relate to professional and legal expenses incurred related to these

activities.

2.5 Earnings per share

Basic earnings per share is calculated by dividing the profit or loss after tax of the Group by the weighted average number of ordinary

shares outstanding during the period. Due to the losses, the diluted earnings per share are the same as the basic earnings per share

as the Group’s potential ordinary shares would be antidilutive in the calculation.

The prior year numbers have been restated as a result of the rights issue and the share consolidation, for comparative purposes.

CONSOLIDATEDCONSOLIDATED

20262025

Loss after tax ($'000)(939)(13,470)

Weighted average number of ordinary shares outstanding ('000s)15,7345,402

Basic earnings per share (cents per share)(6.0)(249.4)

Net tangible assets

Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.

The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance sheet is presented below:

CONSOLIDATEDCONSOLIDATED

20262025

Total assets ($’000)195,953203,911

Less: intangible assets ($’000)(26,079)(23,926)

Less: total liabilities ($’000)(135,995)(168,329)

Net tangible assets ($’000)33,87911,656

Shares on issue at the end of the period (‘000s)24,591185,378

Net tangible assets per share (cents per share)137.776.29

20

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

2.6 Other income and gains and losses

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

NZ Government Grants336

(Loss)/gain on disposal of asset4813

Other7834

Total Other income and gains and losses12983

NZ Government Grants

Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and

when the Group will comply with the attached conditions. Government grants relating to income are deferred and recognised in profit

or loss over the period necessary to match them with the conditions that they are intended to compensate.

2.7 Finance expenses

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Interest on borrowings and derivatives3,8436,086

Interest on lease liabilities4,7425,133

Interest on finance lease153143

Total Finance expenses8,73811,362

3 WORKING CAPITAL

3.1 Trade receivables

The following table summarises the impact of the credit loss provision on the trade receivables balance:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Trade receivables30,73829,522

Credit loss provision(930)(1,150)

Total trade receivables29,80828,372

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Movements in the credit loss provision are as follows:

Opening balance1,150752

Provision increased during the year626800

Receivables written off during the year as uncollectable(846)(402)

Balance at the end of the year9301,150

21

Notes to the Consolidated Financial Statements (continued)
Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures to wholesale and

retail customers, including outstanding receivables and committed transactions, and is managed at Group level.

The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:

CURRENT0–59 DAYS60–89 DAYS

90 DAYS

AND LATERTOTAL

31 March 2026$'000$'000$'000$'000$'000

Gross carrying amount24,9223,8025841,43030,738

Baseline68152632141

Specific – – – 789789

Total expected credit loss rate0.27%0.39%4.54%57.47%3.90%

Credit loss provision 68 1526821930

CURRENT0–59 DAYS60–89 DAYS

90 DAYS

AND LATERTOTAL

31 March 2025$'000$'000$'000$'000$'000

Gross carrying amount21,4394,4059832,69529,522

Baseline3592458126

Specific – – 191,0051,024

Total expected credit loss rate0.16%0.20%4.37%39.45%3.90%

Credit loss provision359431,0631,150

The Group extends credit to its customers based on an assessment of credit worthiness. Terms differ by customer and may extend

to 60 days past invoice date. Ageing is based on agreed credit terms and at balance date, a portion of the Group’s receivables are also

subject to contractual retentions which can last up to and exceed 12 months.

As of 31 March 2026, allowing for retention balances of $0.2 million (2025: $0.4 million), trade receivables of $4.8 million

(2025: $6.6 million) were past due but not impaired.

Estimates and judgements

Credit loss provision

To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days past due.

The credit loss provision has been calculated by considering the impact of the following characteristics:

• The baseline loss rate takes into account the write-off history of the Group over a five-year period as a predictor of future

conditions and applies an increasing expected credit loss estimate by trade receivables ageing profiles.

• Specific credit loss provisions are made based on any specific customer collection issues that are identified. Collections and

payments from the Group’s customers are continuously monitored and a credit loss provision is maintained to cover any specific

customer credit losses anticipated.

Accounting policy - trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for estimated

uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced through the use of provision accounts,

and the amount of the loss is recognised in the statement of comprehensive income within ‘Administration expenses’. Individual

debtor accounts are reviewed for impairment and a provision is raised based on management’s best estimate of recoverability. Trade

receivables are also assessed for credit risk on a forward-looking basis with a provision raised where a credit loss is considered likely.

When a trade receivable is uncollectable, it is written off against the provision account for trade receivables. Subsequent recoveries of

amounts previously written off are credited to the income statement against the impairment losses on receivables.

22

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

3.2 Inventories

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Raw materials, primarily flat glass stock-sheets16,43117,959

Spare parts5,1535,382

Work in progress2,0832,165

23,66725,506

The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $65.0 million (2025: $66.7 million).

Accounting policy - inventories

Raw materials, spare parts, and work in progress are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the

basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net

realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the

estimated costs necessary to make the sale. Inventories also comprise spare parts, which are used to maintain service to, and repair

the Group’s plant assets. Spare parts are stated at the lower of weighted average cost and net realisable value.

3.3 Trade and other payables

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Trade accounts payable19,04412,585

Employee entitlements6,4486,802

GST payable608533

Other interest accruals43211

Management incentive accrual120–

Total trade and other payables26,26320,131

Trade accounts payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are

unpaid. The carrying amount represents fair value due to their short-term nature.

Employee entitlements

Liabilities for wages and salaries, including non-monetary benefits, annual leave and leave in lieu, are recognised 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.

Management incentive accrual

The Group recognises a liability and an expense for bonuses on a formula that takes into consideration the profit or loss attributable

to the Group’s shareholders. The Group recognises a provision where contractually obliged or where there is a past practice that has

created a constructive obligation.

3.4 Deferred Income

The Group recognises a contract liability when a deposit is received before the product or service is transferred to the customer.

Deposits are required from Retrofit and Retail customers in advance. Deposits are typically held for approximately 3-4 months.

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Customer contract liabilities1,7331,247

Deferred income1,7331,247

$1.2 million of the deferred income at the 31 March 2025 balance date has been recognised as revenue in the year ended 31 March 2026.

23

Notes to the Consolidated Financial Statements (continued)
3.5 Financial instruments

Financial Instruments

Management determines the classification of the Group’s financial assets and liabilities at initial recognition. The Group’s financial

liabilities for the periods covered by these consolidated financial statements consist of overdrafts, loans, trade and other payables,

interest rate swaps and forward exchange contracts. The Group’s financial assets for the periods covered by these consolidated

financial statements include cash, accounts receivable, and those that are classified at fair value through profit or loss (“FVTPL”,

rather than cost).

Financial liabilities measured at amortised cost are non-derivative financial liabilities with fixed or determinable payments that are

not quoted in an active market. Trade and other payables, bank overdrafts and loans are classified as financial liabilities measured at

amortised cost.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow

interest rate risk), credit risk and liquidity risk. The Group’s overall financial risk management is carried out by a central finance function

(the head office finance team) under policies approved by the board of directors, including the Treasury policy. The head office finance

team focuses on the unpredictability of financial markets and identifies, evaluates and seeks to hedge financial risks in close co-

operation with the Group’s operating units to minimise potential adverse effects on the financial performance of the Group.

The Board approves policies covering foreign exchange risk, interest rate risk and credit risk. The Group uses derivative financial

instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. The Group uses different

methods including sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit

risk to measure risk.

Fair value measurement of financial assets and liabilities

The Group’s financial assets and liabilities by category are summarised as follows:

Cash and cash equivalents

These are short term in nature and their carrying value is equivalent to their fair value.

Trade and other receivables

These assets are short term in nature and are reviewed for impairment; their carrying value approximates their fair value.

Trade payables and borrowings

The fair value of trade and other payables approximates carrying value due to their short-term nature. The carrying value of the

Group’s bank borrowings also represents the fair value of the borrowings due to management’s assessment that the interest rates

approximate the market interest rate for a commercial loan of a comparable lending period.

Leases

The Group has leases for property, vehicles and equipment. Contracts are usually for fixed periods, but there may be options to

extend. Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis of remaining lease

payments, discounted using a discount rate derived from the incremental borrowing rate. Right-of-use assets are depreciated using

the straight-line method from the commencement date to the end of the lease term.

Derivatives and hedging activity

The Group holds hedging instruments to hedge its foreign currency exposure and interest costs. The Group has designated forward

exchange contracts, interest rate swaps, and derivatives as cash flow hedges. In October 2021 the Group designated its AUD bank

borrowings, which are in a New Zealand entity, as a hedge of the net investment in the Australia business (net investment hedge).

Cash flow hedge instruments hedge the exposure to variability in cash flows that: (i) is attributable to a particular risk associated with

a recognised asset or liability or a highly probable forecast transaction and (ii) could affect profit or loss.

At 31 March 2026 and 31 March 2025, all derivatives measured at fair value (interest rate swaps and forward exchange contracts) were

valued using valuation techniques where all significant inputs were based on observable market data. Accordingly they are categorised

as level 2.

Specific valuation techniques used to value the Group’s derivatives are as follows:

• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with

the resulting value discounted back to present value.

• The fair value of interest rate swap contracts is determined using forward interest rates at the balance sheet date, with the

resulting value discounted back to present value.

These fair values are based on valuations provided by the Westpac Banking Corporation as at 31 March 2025 and 31 March 2026.

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument (the portion of the AUD bank borrowings designated as the hedging instrument) relating to the effective portion of the

24

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective

portion is recognised immediately in profit or loss within finance expenses. Gains and losses accumulated in equity are reclassified to

profit or loss when the foreign operation is partially disposed or sold.

The gains and losses from the AUD bank borrowing arise from the translation of these foreign currency borrowings to NZD at the

period end spot exchange rates.

The Group’s hedging reserves relate to the following hedging instruments:

CONSOLIDATED 2026

Spot component

of currency

forwards

$'000

Interest rate

swaps

$'000

Net investment

hedge

$'000

Total hedge

reserve

$'000

Opening balance 1 April 2025(36)–583547

Change in fair value of hedging instrument recognised in

‘Other comprehensive income’ (OCI)(142)–1,4921,350

Deferred tax41–(418)(377)

Balance at 31 March 2026(137)–1,6571,520

CONSOLIDATED 2025

Spot component

of currency

forwards

$'000

Interest rate

swaps

$'000

Net investment

hedge

$'000

Total hedge

reserve

$'000

Opening balance 1 April 2024(122)–486364

Change in fair value of hedging instrument recognised in

‘Other comprehensive income’ (OCI)119–135254

Deferred tax(33)–(38)(71)

Balance at 31 March 2025(36)–583 547

The effects of the foreign-currency-related hedging instruments on the Group’s financial position and performance are as follows:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Foreign currency forwards

Carrying amount of asset/(liability)19351

Notional amount15,043 12,301

Maturity dateApr 25–Mar 26Apr 24–Mar 25

Hedge ratio

1

1:11:1

Change in discounted spot value of outstanding hedging instruments since 1 April(142)119

Change in value of hedged item used to determine hedge effectiveness142(119)

Weighted average hedged EUR/NZD rate for the year (including forward points)0.50200.5326

Weighted average hedged USD/NZD rate for the year (including forward points)0.58610.5763

Weighted average hedged USD/AUD rate for the year (including forward points)0.67190.6295

1 The foreign currency forwards are denominated in the same currency as the highly probable future inventory purchases (USD and EUR); therefore, the hedge is 1:1.

25

Notes to the Consolidated Financial Statements (continued)
The effects of the net investment hedge on the Group’s financial position and performance are as follows:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Net investment hedge

NZD Carrying amount of non-current interest-bearing liabilities(17,722)(16,520)

AUD Carrying amount of non-current interest-bearing liabilities(14,750)(15,000)

Hedge ratio1:11:1

Change in fair value of hedging instrument recognised in OCI for the year1,492135

Change in value of hedged item used to determine hedge effectiveness(1,492)(135)

Financial instruments by category

CONSOLIDATED 2026

Assets at

amortised

cost

$'000

Derivatives

used for

hedging

$'000

Total

$'000

Assets as per statement of financial position

Cash and cash equivalents8,266–8,266

Derivatives - foreign exchange contracts–221221

Other assets–––

Trade receivables29,808–29,808

Balance at 31 March 202638,07422138,295

CONSOLIDATED 2025

Assets at

amortised

cost

$'000

Derivatives

used for

hedging

$'000

Total

$'000

Assets as per statement of financial position

Cash and cash equivalents6,538– 6,538

Derivatives - foreign exchange contracts– 6161

Other assets– – –

Trade receivables28,372– 28,372

Balance at 31 March 202534,9106134,971

26

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CONSOLIDATED 2026

Liabilities at

amortised cost

$'000

Derivatives used

for hedging

$'000

Total

$'000

Liabilities as per statement of financial position

Trade and other payables excluding non-financial liabilities23,894–23,894

Derivatives - foreign exchange contracts (current liabilities)–2828

Interest-bearing liabilities35,242–35,242

Lease liabilities69,532–69,532

Balance at 31 March 2026128,66828 128,696

CONSOLIDATED 2025

Liabilities at

amortised cost

$'000

Derivatives used

for hedging

$'000

Total

$'000

Liabilities as per statement of financial position

Trade and other payables excluding non-financial liabilities18,407– 18,407

Derivatives - foreign exchange contracts (current liabilities)– 1010

Interest-bearing liabilities67,032– 67,032

Lease liabilities76,565– 76,565

Balance at 31 March 2025162,00410162,014

Accounting policy - hedging

On initial designation of a derivative as a cash flow hedging instrument or a foreign currency borrowing as a net investment hedging

instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk

management objectives and strategy in undertaking the hedge transaction. Documentation includes the nature of the risk being

hedged, together with the methods that will be used to assess the hedging instrument’s effectiveness. The Group also documents its

assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are

expected to be highly effective in offsetting the changes in cash flows or net investment of the respective hedged items.

The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised

in ‘Other comprehensive income’ and presented in the hedging reserve in equity. The gain or loss relating to the ineffective portion is

recognised immediately in the profit or loss section of the statement of comprehensive income.

Foreign exchange risk

Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are denominated in a currency

that is not NZD, which is the company’s functional currency. Approximately 95% of annual flat-sheet glass raw materials are purchased

in foreign currencies, being United States Dollar (USD), Euro (EUR) and Australian Dollar (AUD). In accordance with the Company

Treasury policy, foreign exchange risk is managed prospectively over a period to a maximum period of 12 months with allowable limits of

coverage up to 100% over the 6-month term, reducing to 50% up to the 12-month term. Where deemed acceptable by the Directors,

coverage can be extended over a longer period.

27

Notes to the Consolidated Financial Statements (continued)
Exposure to foreign exchange risk

CONSOLIDATED 2026

AUD

$'000

USD

$'000

EUR

$'000

31 March 2026

Cash and cash equivalents3,665–74

Trade receivables12,763––

Trade accounts payable(4,496)(4,335)(229)

AUD denominated loan(14,750)––

Balance at 31 March 2026(2,818)(4,335)(155)

CONSOLIDATED 2025

AUD

$'000

USD

$'000

EUR

$'000

31 March 2025

Cash and cash equivalents(314)596 1,179

Trade receivables11,675 ––

Trade accounts payable(3,266)(1,479)(540)

AUD denominated loan(15,000)––

Balance at 31 March 2025(6,905) (883)639

Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax-affected change in fair value of

forward foreign exchange currency contracts during the reporting period.

Sensitivity analysis

The following table details the Group’s sensitivity to a 10% strengthening/weakening of the New Zealand Dollar (NZD) against the

following currencies at the reporting date. The table shows the (decrease)/increase in profit or loss and equity as a result of the

10% movements. The analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been

applied for all periods presented.

CONSOLIDATEDCONSOLIDATED

2026

$’000

2025

$’000

Profit or loss

10% strengthening of the NZD against:

AUD(1,085)(736)

USD39480

EUR14(58)

10% weakening of the NZD against:

AUD1,326900

USD(482)(98)

EUR(17)71

Equity

10% strengthening of the NZD against:

USD(1,148)(1,075)

EUR(156)63

10% weakening of the NZD against:

USD1,469 1,314

EUR191 63

28

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Profit or loss movements are mainly attributable to the exposure outstanding on AUD trade receivables at the end of the reporting

period. Equity movements are the result of changes in fair value of derivative instruments designated as hedging instruments in cash

flow hedges.

Commodity cost risk

The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While there are numerous

manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore manages access to supply through

close relationships with suppliers. Cost is an important variable in the determination of supply, and the Group is clearly exposed to

changes in the cost of glass.

3.6 Provisions (current and non-current)

CONSOLIDATED 2026

Warranty

provision

$’000

Employee

expenses

$’000

Lease make-

good

$’000

Plant closure

provision

$’000

Total

$’000

Carrying amount at the beginning of the year4804552,1962133,344

Increase in balance5–353–358

Settled or utilised(195)(6)(90)(213)(504)

Carrying amount at the end of the year2904492,459–3,198

CONSOLIDATED 2025

Warranty

provision

$’000

Employee

expenses

$’000

Lease make-

good

$’000

Plant closure

provision

$’000

Total

$’000

Carrying amount at beginning of year1706063,897–4,673

Increase/(Decrease) in balance310–(1,534)213(1,011)

Settled or utilised–(151)(167)–(318)

Carrying amount at end of year4804552,1962133,344

CONSOLIDATEDCONSOLIDATED

2026

$’000

2025

$’000

Current portion6471,048

Non-current portion2,5512,296

Carrying amount at the end of the year3,1983,344

Accounting policy - provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, where it is probable that a cost will be

incurred to settle the obligation and a reliable estimate of that obligation is able to be made.

Warranty provisions represent an estimate of potential liability for defective products that are shipped out and the defect is identified

within the short term, and products that fail over a long time, but within their product life cycle.

The employee expenses provision recognises the remediation payments to settle historical Holidays Act compliance matters.

Make good provisions represent the estimated cost to return a leased property to its original condition at the end of the lease. Plant

closure provision relates to the estimate of potential write offs in engineering spares with the closure of the Wellington plant.

29

Notes to the Consolidated Financial Statements (continued)
3.7 Other current assets and other non-current assets

CONSOLIDATEDCONSOLIDATED

2026

$’000

2025

$’000

Prepaid expenses3,5393,066

Other receivables300346

Total other current assets3,8393,412

Deposit for leased asset42 42

Total other non-current assets42 42

4 LONG-TERM ASSETS

4.1 Property, Plant and equipment

CONSOLIDATED 2026

Plant and

equipment

$'000

Furniture,

fittings and

equipment

$'000

Motor vehicles

$'000

Total

$'000

Opening balance

Cost98,7215,51811,724115,963

Accumulated depreciation(63,369)(4,628)(8,075)(76,072)

Net book value at 1 April 202535,3528903,64939,891

Additions1,9595514562,966

Disposals(79)(1)(14)(94)

Depreciation expense(6,737)(430)(1,036)(8,203)

Reclassification––––

Provision for Plant closure(435)––(435)

Foreign exchange impact1,02219311,072

Closing net book value at 31 March 202631,0821,0293,08635,197

Represented by:

Cost96,3035,69211,914113,909

Accumulated depreciation(65,221)(4,663)(8,828)(78,712)

Net book value at 31 March 202631,0821,0293,08635,197

30

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

CONSOLIDATED 2025

Plant and

equipment

$'000

Furniture,

fittings and

equipment

$'000

Motor vehicles

$'000

Total

$'000

Opening balance

Cost101,8566,40013,380121,636

Accumulated depreciation(61,400)(5,320)(8,779)(75,499)

Net book value at 1 April 202440,4561,0804,60146,137

Additions2,6723351193,126

Disposals(197)(6)(15)(218)

Depreciation expense(7,160)(495)(1,060)(8,715)

Reclassification26(26)––

Provision for Plant closure(541)––(541)

Foreign exchange impact962 4102

Closing net book value at 31 March 202535,3528903,64939,891

Represented by:

Cost98,7215,51811,724115,963

Accumulated depreciation(63,369)(4,628)(8,075)(76,072)

Net book value at 31 March 202535,3528903,64939,891

Economic lives of intangible assets and property, plant and equipment

Property, plant and equipment are long-lived assets that are amortised/depreciated over their estimated useful lives. The estimated

useful lives are reviewed annually and may change if necessary. The actual useful life of an asset may be shorter or longer than what

had been estimated, which will affect amortisation, depreciation and the carrying values of these assets.

Accounting policy

All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that

is directly attributable to the acquisition of the items.

Depreciation of property, plant and equipment is calculated using the straight-line value method to allocate the cost of assets over

their expected useful lives. The rates are as follows:

Depreciation

rate

Depreciation

basis

Plant and equipment7-50%Straight line

Motor vehicles12-40%Straight line

Furniture, fixtures and fittings7-50%Straight line

31

Notes to the Consolidated Financial Statements (continued)
4.2 Right-of-use assets

CONSOLIDATED 2026

Property

$'000

Motor vehicles

$'000

Equipment

$'000

Total

$'000

Opening balance

Cost104,47914,788520119,787

Accumulated depreciation(52,252)(6,937)(361)(59,550)

Net book value at 1 April 202552,2277,85115960,237

Additions2,082861–2,943

Modifications and remeasurement 281––281

Net disposals(3,528)(8)–(3,536)

Net other–33–33

Depreciation expense(6,716)(2,516)(65)(9,297)

Foreign exchange impact1,32926431,596

Closing net book value at 31 March 202645,6756,4859752,257

Represented by:

Cost103,52915,683527119,739

Accumulated depreciation(57,854)(9,198)(430)(67,483)

Net book value at 31 March 202645,6756,48597 52,257

CONSOLIDATED 2025

Property

$'000

Motor vehicles

$'000

Equipment

$'000

Total

$'000

Opening balance

Cost107,39913,163518121,080

Accumulated depreciation(50,948)(5,393)(280)(56,621)

Net book value at 1 April 202456,4517,7 7 0238 64,459

Additions1,8892,367– 4,256

Modifications2,778(25)–2,753

Disposals(2,790)(34)–(2,824)

Other187271215

Depreciation expense(6,399)(2,270)(80)(8,749)

Foreign exchange impact11116–127

Closing net book value at 31 March 202552,2277,85115960,237

Represented by:

Cost104,47914,788520119,787

Accumulated depreciation(52,252)(6,937)(361)(59,550)

Net book value at 31 March 202552,2277,851159 60,237

In determining the lease term the Group includes any periods covered by options to extend where the Group is reasonably certain to

exercise that option.

Accounting policy

The Group leases mainly relate to buildings which are typically made for fixed periods of 1 to 16 years but may have extension options.

Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not

impose any covenants, but leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present-value basis. Lease liabilities include the net present value

of the following lease payments:

• fixed payments, less any lease incentives receivable; and

• variable lease payments that are based on an index or a rate.

32

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any restoration

costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in

profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small

items of office furniture with purchase cost below $1,000.

4.3 Intangible Assets

CONSOLIDATED 2026

Goodwill on

acquisitions

$’000

Computer

software

$’000

Total

$’000

Opening balance

Cost149,9719,705159,676

Accumulated amortisation and impairment(126,118)(9,632)(135,750)

Net book value at 1 April 202523,8537323,926

Additions–28 28

Amortisation expense–(46)(46)

Foreign exchange impact2,171–2,171

Closing net book value at 31 March 202626,0245526,079

Represented by:

Cost152,1418,129160,271

Accumulated amortisation and impairment(126,118)(8,074)(134,192)

Net book value at 31 March 202626,0245526,079

CONSOLIDATED 2025

Goodwill on

acquisitions

$’000

Computer

software

$’000

Total

$’000

Opening balance

Cost149,7769,669159,445

Accumulated amortisation and impairment(126,118)(9,563)(135,681)

Net book value at 1 April 202423,65810623,764

Additions–3737

Amortisation expense–(70)(70)

Foreign exchange impact195–195

Closing net book value at 31 March 202523,8537323,926

Represented by:

Cost149,9719,705159,676

Accumulated amortisation and impairment(126,118)(9,632)(135,750)

Net book value at 31 March 202523,8537323,926

Critical estimates and judgements: Goodwill

The Group tests intangible assets for impairment to ensure they are not carried at above their recoverable amounts:

• at least annually for goodwill with indefinite lives; and

• where there is an indication that the assets may be impaired (which is assessed at least at each reporting date).

Impairment tests are performed by assessing the recoverable amount of each individual asset or CGU. The recoverable amount is

determined as the higher amount calculated under a value-in-use (VIU) or a fair value less costs of disposal (FVLCD) calculation. The

FVLCD calculation has been determined using the level three in terms of the fair value hierarchies in NZ IFRS 13. Both methods utilise

pre-tax cash flow projections based on financial projections approved by the Directors.

33

Notes to the Consolidated Financial Statements (continued)
Impairment tests for goodwill

The Group’s segments and cash generating units (CGU’s) have been classified as New Zealand and Australia aligning with the way the

business is reviewed. The Australian goodwill arose in August 2016 with the acquisition of AGG. Goodwill balances is as follows:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Australia26,02423,853

Total goodwill balances26,02423,853

Market capitalisation comparison

The Group compares the carrying amount of net assets with the market capitalisation value at each balance date. The share price at

31 March 2026 was $1.055 equating to a market capitalisation of $25.9 million. This market value excludes any control premium and may

not reflect the value of all of the Group’s net assets. The carrying amount of the Group’s net assets at 31 March 2026 was $60.0 million

($2.44 per share), which indicates a prima facie impairment. Management and the Directors have considered the reasons for this

difference and concluded all relevant factors had been allowed for in their impairment testing.

The recoverable amount of the NZ CGU was determined using a ‘value in use’ basis, and the recoverable amount of the Australia CGU was

determined using the higher of a ‘value in use’ or ‘fair value less cost of disposal’ basis. The New Zealand CGU has no goodwill or indefinite

life assets and the results of testing of this CGU, including sensitivity testing does not result in an impairment to carrying values of

New Zealand assets. Sensitivity analysis was performed on both CGUs and in respect of the NZ CGU there are no reasonably possible

changes to key assumptions which could cause a material impairment.

In respect of the Australia CGU impairment assessment, there has been a decline in head room from the previous year. Sensitivities

to the assumptions using the FVLCD model are included below. The Directors believe the long term prospects in Australia are positive

however the current year impairment assessment assumes that the economic recovery in Australia, as well as demand generated by the

Nationwide House Energy Rating Scheme introduced under the National Construction Code (NCC) 2022 (which only became effective in

Victoria in mid 2024), will take longer than initially expected.

Key assumptions in the 31 March 2026 impairment assessment calculations (and the equivalent assumptions in the 31 March 2025

calculations) for the Australian CGU (which is the only CGU with goodwill) are as follows:

CONSOLIDATEDCONSOLIDATED

20262025

AustraliaAustralia

Compound annual revenue – 5 years3.5%5.9%

EBITDA percentage – 5 year range14.0% - 14.2%13.0% - 14.3%

Long-term growth rate2.5%2.0%

Discount rate (post tax, post IFRS 16)10.8%10.3%

Cash flow projections

The impairment testing used pre-tax cash flow projections based on financial projections approved by the Directors covering a five-

year period. In forming these projections, the Directors considered the views of several economic forecasters, observable market data

points (including building consents), feedback from customers, analysis of existing forward books of work, anticipated customer wins

and/or losses and other competitive dynamics.

The Directors have referenced longer term independent forecast estimates in a consistent way compared to previous years.

Long-term growth rate

Cash flows beyond the five-year period are extrapolated using an estimated long-term growth rate. The long-term growth rate

assumptions have typically been supported by long-term population growth rates and the increased use and prevalence of glass

products in the Group’s markets. The long-term growth rate for the Australian CGU at 2.5% (31 March 2025: 2.0%) reflects the long-

term inflation expectation being the midpoint of the RBA target range of between 2% and 3% and considering historical inflation rates.

Discount rate

The discount rate (post tax) represents the current market assessment of the risks specific to the CGU, taking into account the time

value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount

rate calculation is based on the specific circumstances of the CGU and its operating segments and is derived from its weighted

average costs of capital (WACC).

The discount rates used are supported by independent third-party expert advice. The discount rate for Australia at 31 March 2026 was

higher than the prior year on account of market volatility in interest rates (risk-free rates) and the consideration of market specific rates.

34

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Sensitivity to changes in key assumptions

The impairment assessment resulted in headroom of AU$4.8m.

Headroom under the FVLCD model would be effectively eliminated if revenue decreased by 0.75% every year (including the terminal

year), or costs increased by 0.85% every year (including the terminal year), or earnings (EBITDA) declined by AU$600,000 every year

(including the terminal year), or the terminal growth rate declined by 1.5%, or the discount rate increased by 1%.

The impairment assessments confirmed that, for the Australian CGU, the recoverable amount exceeds its carrying value as at

31 March 2026.

Accounting policy

Goodwill

Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the Group’s share of the net

identifiable assets of the acquired subsidiary at the date of acquisition. Any goodwill arising on acquisitions of subsidiaries is included

in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually,

or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated

impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of

disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each group of the CGUs that is

expected to benefit from the synergies of the combination. Each unit to which the goodwill is allocated represents the lowest level

within the entity at which the goodwill is monitored for internal management purposes.

Computer software

Acquired computer software licences that are not defined as a ‘software as a service’ arrangement are capitalised on the basis of the

costs incurred to acquire and bring to use the specific software. Costs that are directly associated with the production of identifiable

and unique software products controlled by the Group are recognised as intangible assets when management intends to use the

software and anticipate it will generate probable future economic benefits.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and

an appropriate portion of relevant overheads.

Amortisation of computer software is calculated on a straight-line basis over a useful life of four years.

35

Notes to the Consolidated Financial Statements (continued)
5 DEBT & EQUITY

5.1 Interest-bearing liabilities

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Bank borrowings33,22265,520

Other asset financing2,0191,512

Total interest-bearing liabilities35,24167,032

Refer to the going concern section in the basis of preparation for further information of the Group’s intentions with bank borrowings.

Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing facilities as amended on

19 September 2025 currently comprise a revolving loan facility of $41.0 million expiring in September 2028, as well as overdraft and

bank guarantees totalling $7.4 million. The Group’s financial covenants includes interest cover and leverage ratios. The Group received

covenant amendments during the year. The Group did not breach any covenants during the year.

Other asset financing comprises outstanding balances of third party financing for the purchase of motor vehicles and insurance

financing. In the year ended 31 March 2020, the Group concluded two sale and leaseback agreements relating to the New Zealand

vehicle fleet, but retained control of the heavy truck bodies, therefore these transactions were treated as financing arrangements.

Assets pledged as security

The bank loans are secured under both a General Security Deed and Specific Security Deed which results in registered charges over

assets of the Group. In addition, there are positive and negative pledge undertakings through shares held of various subsidiaries.

Accounting policy

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 expensed in the statement of

comprehensive income 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 statement of financial position date.

Other asset financing is treated as a financing arrangement, with assets remaining in the Group’s asset register and remaining useful

life adjusted to mirror the lease term. A finance liability is recognised equal to the sale proceeds. Interest expense is recognised over

the term of the lease where applicable.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an

adequate amount of committed credit facilities and the ability to close-out market positions.

As at 31 March 2026 the Group had cash of $8.3 million (2025: $6.5 million). Information in respect of negotiated credit facilities is

shown below.

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Committed credit facilities pursuant to syndicated facility48,44278,538

Drawdown at balance date(37,614)(70,169)

Available credit facilities10,8288,369

36

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

The table below analyses both of the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity

groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are

included in the analysis if their contractual maturities are essential for an understanding of cash flows. Where relevant, cashflows

include both interest and principal payments. The numbers below are undiscounted cashflows.

CONSOLIDATED 2026

Less than

1 year

$'000

Between

1 and 2 years

$'000

Between

2 and 5 years

$'000

> 5 years

$'000

Total

$'000

Carrying

amount

$’000

Interest-bearing liabilities and interest owing3,1242,28934,9152040,34835,241

Foreign exchange contracts28–––2810

Lease liabilities13,25312,59528,95036,76291,56069,532

Trade accounts payable19,044–––19,04419,044

Total at 31 March 202635,44914,88463,86536,782150,980123,827

CONSOLIDATED 2025

Less than

1 year

$'000

Between

1 and 2 years

$'000

Between

2 and 5 years

$'000

> 5 years

$'000

Total

$'000

Carrying

amount

$’000

Interest–bearing liabilities and interest owing68,515262679303 69,75967,032

Foreign exchange contracts10–––10 10

Lease liabilities12,39111,96130,86149,465104,67876,565

Trade accounts payable12,585–––12,58512,585

Total at 31 March 202593,50112,22331,54049,768187,032156,192

Interest rate risk

The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest

rate risk. During the period, the Group’s borrowings at variable rates were denominated in both New Zealand and Australian dollars. If

interest rates in New Zealand and Australia increased by 10% the impact would be an additional cost of $0.2 million and a subsequent

decrease of $0.2 million if rates decreased by 10%. (In 2025 an interest rate increase of 10% would have resulted in additional costs of

$0.42 million and a subsequent decrease of $0.42 million if rates decreased by 10%.)

5.2 Lease liabilities

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Opening lease liabilities recognised at 1 April 76,56578,393

Additions2,8924,222

Modifications and remeasurement1,4654,332

Termination(4,729)(3,387)

Interest for the period4,6764,972

Other31368

Lease payments made(13,255)(12,478)

Foreign exchange impact1,887143

Lease liabilities at 31 March69,53276,565

Current lease liabilities9,1867,842

Non–current lease liabilities60,34668,723

Total lease liabilities69,53276,565

37

Notes to the Consolidated Financial Statements (continued)
Lease liabilities maturity analysis

Minimum lease

payments

$'000

Interest

$'000

Present value

$'000

Within one year13,253(4,067)9,186

One to five years41,545(11,622)29,923

Beyond five years36,762(6,339)30,423

Lease liabilities at 31 March 202691,560(22,028)69,532

Minimum lease

payments

$'000

Interest

$'000

Present value

$'000

Within one year12,391(4,549)7,842

One to five years42,822(13,318)29,504

Beyond five years49,465(10,246)39,219

Lease liabilities at 31 March 2025104,678(28,113)76,565

Estimates and judgements: Incremental borrowing rates

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s incremental

borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar

value in a similar economic environment with similar terms and conditions.

5.3 Contributed equity

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Opening balance307,198307,198

Ordinary shares issued22,482–

Closing balance329,680307,198

At 31 March 2026 the Company had issued 24,591,464 fully paid ordinary shares (2025: 185,378,086 fully paid ordinary shares). During

the year the Company undertook a rights issue of 1.6 rights for each share on issue and issued an additional 296,604,938 shares on

19 September 2025 under the rights issue and in addition 501,665,800 shares were issued to Amari Metals Australia Pty Limited on the

same day (2025: nil). On 6 March 2026 a share consolidation was undertaken at a ratio of 1 share for every 40 shares on issue (2025:

nil). Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion

to the number of shares held. Every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and on

a poll each share is entitled to one vote. The Company does not have a limited amount of authorised capital.

Accounting policy

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or acquiring its own shares are shown in equity as a deduction,

net of tax, from the proceeds.

Dividends

Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.

Dividend distribution to Group shareholders is recognised as a liability in the Group’s financial statements in the period in which the

dividends are declared by the Board.

Metro Performance Glass paid no dividends in 2025 and 2026.

38

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Capital management

The Group’s revolving loan facility agreement restricts the Group from making a distribution to shareholders unless the leverage ratio

before and after the distribution is below 2.0.

The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so

that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital

structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital

to shareholders, issue new shares or sell assets to reduce debt.

The Group’s financial covenants includes interest cover and leverage ratios. The Group was in compliance with its amended financial

covenants during the year and at balance date.

6 OTHER

6.1 Income taxation

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Loss before income taxation(797)(16,676)

Income taxation benefit at the Group’s effective tax rate2594,680

Tax effect of (non-deductible) and non-assessable items (401)(870)

Prior year adjustment–(604)

Income tax (expense)/benefit(142)3,206

Represented by:

Current taxation––

Deferred taxation(142)3,206

(142)3,206

Imputation credit account

The amount of imputation credits at balance date available for future distributions is $0.0 million at 31 March 2026, ($28.8 million at

31 March 2025) due to the change in shareholder continuity as a result of the capital raise in September 2025. Australia has $0.8m of

Franking credits available for future distributions.

39

Notes to the Consolidated Financial Statements (continued)
6.2 Deferred taxation

Consolidated deferred tax assets and liabilities are attributable to the following:

CONSOLIDATED 2026

Assets

$'000

Liabilities

$'000

Net

$'000

Property, plant and equipment761(628)133

Right-of-use assets–(15,012)(15,012)

Inventory and receivables79–79

Cash flow hedge618(31)587

Intangibles14–14

Lease liabilities20,652–20,652

Provisions and accruals2,498–2,498

Tax losses7,319–7,319

31,941(15,671)16,270

CONSOLIDATED 2025

Assets

$'000

Liabilities

$'000

Net

$'000

Property, plant and equipment455(736)(281)

Right-of-use assets–(17,217)(17,217)

Inventory and receivables66–66

Cash flow hedge224(13)211

Intangibles22–22

Lease liabilities22,498–22,498

Provisions and accruals2,475–2,475

Tax losses7,966–7,966

33,706(17,966)15,740

40

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

Movement in temporary differences during the year:

CONSOLIDATED 2026

Opening balance

1 Apr 2025

$'000

Opening

Retained

Earnings

$'000

Recognised in

profit or loss

$'000

Recognised in

OCI

$'000

Balance

31 Mar 2026

$'000

Property, plant and equipment(281)– 481(67)133

Right-of-use assets(17,217)–2,684(479)(15,012)

Inventory and receivables66–7679

Cash flow hedge211–(16)392587

Intangibles22–(9)–14

Lease liabilities22,498–(2,453)60720,652

Provisions and accruals2,475–(70)932,498

Tax losses7,966–(766)1197,319

15,740–(142)67216,270

CONSOLIDATED 2025

Opening balance

1 Apr 2024

$'000

Opening

Retained

Earnings

$'000

Recognised in

profit or loss

$'000

Recognised in

OCI

$'000

Balance

31 Mar 2025

$'000

Property, plant and equipment(856)–583(8)(281)

Right-of-use assets(18,922)–1,745(40)(17,217)

Inventory and receivables61–5–66

Cash flow hedge141–(7)77211

Intangibles49–(27)–22

Lease liabilities23,760–(1,298)3622,498

Provisions and accruals2,690–(225)102,475

Tax losses5,520–2,430 167,966

12,443–3,2069115,740

Critical estimates and judgement

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

probable that future taxable profit will be available against which they can be utilised. Deferred tax assets are reviewed at each

reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Significant management judgement is required to determine the amount of deferred tax assets that can be recognised based upon

the likely timing and level of future taxable profits.

Accounting policy

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it

relates to items recognised in ‘Other comprehensive income’ or directly in equity. In this case, the tax is also recognised in ‘Other

comprehensive income’ or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and

liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from

initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects

neither accounting nor taxable profit or loss. No deferred tax liability was recognised on initial recognition of goodwill. Deferred income

tax is determined using tax rates (and laws) that have been enacted, or substantively enacted, by the statement of financial position

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 and liabilities are offset when there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority

on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

41

Notes to the Consolidated Financial Statements (continued)
6.3 Group Reserves

Group reorganisation reserve

Upon acquisition of Metroglass Holdings Limited in July 2014, the assets and liabilities acquired were measured at their pre-

combination carrying amounts without fair value uplift. The difference between the consideration transferred and the carrying value of

the assets and liabilities acquired of $170.7 million (2025: $170.7 million) was recorded in the group reorganisation reserve.

Accounting policy

Where an acquisition occurs through group reorganisation, the identifiable assets and liabilities acquired are measured at their

pre-combination carrying amounts without fair value uplift. No new goodwill is recorded. Any difference between the consideration

transferred and the carrying value of the assets and liabilities acquired is recorded in equity.

Share-based payments reserve

The Group currently has a long-term incentive plan for selected employees.  The plan’s participants are members of the Senior

Leadership Team and other selected senior managers. The reserve is used to record the accumulated value of the plan which has been

recognised in the statement of comprehensive income.

The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance that underpins the

achievement of Metro Performance Glass’ business strategy and long-term shareholder wealth creation. Participants are offered an

annual award of a specified number of both performance rights and share options in Metro Performance Glass (in accordance with the

plan rules).

The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration payable, subject to

Metro Performance Glass achieving set performance hurdles and meeting certain vesting conditions. 

The share options enable participants to acquire shares in Metro Performance Glass at a market-based exercise price, subject to

Metro Glass achieving set performance hurdles and meeting certain vesting conditions. 

In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted after a further

six and twelve months from the measurement date.

The following share options and performance share rights (PSR) have been issued and had not lapsed or been exercised at

31 March 2026.

Plan name Date issued

Number of

options

Number of

PSR

Options

exercise priceVesting date

2023 LTI plan27-May-2226,61213,306$9.6010-Jun-25

2024 LTI plan29-May-2355,33936,893$6.0012-Jun-26

Accounting policy

The long-term incentive plan is an equity-settled share-based payment which provides eligible employees with the opportunity to

acquire shares in the Group, accounted for under NZ IFRS 2. The fair value of shares granted is recognised as an employee benefit

expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the vesting period.

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Share-based payments reserve

Opening balance5281,062

Transfer to equity on vesting of employee share purchase scheme(165)(369)

Movement in share-based payments reserve(18)(165)

Closing balance345528

42

2026 Annual Report

Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)

6.4 Related Party Transactions

Amari Metals Australia Pty Limited

AGG is licencing warehouse space from Metal Centre (Australia) Pty Limited and Metro in New Zealand purchases aluminium

from McKechnie Aluminium Solutions Limited which are wholly owned by a sister company to Metro’s majority shareholder. These

transactions are not material.

5R Solutions Limited

During the financial year ended 31 March 2025, the Group disposed of its entire interest in 5R Solutions Limited, a company in which

it previously held a 50% ownership interest and accounted for using the equity method. Following the disposal, the Group no longer

has significant influence over 5R Solutions Limited, and the investment has been de-recognised from the Group’s consolidated

financial statements.

Subsidiaries

The Group’s principal subsidiaries at 31 March 2026 and 31 March 2025 are set out below. Unless otherwise stated, they have share

capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interest held equals the

voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Name of entity

Country of

incorporation2026 Interest2025 Interest

Metropolitan Glass & Glazing LimitedNew Zealand100%100%

Metroglass Finance LimitedNew Zealand100%100%

Australian Glass Group Holding Pty LtdAustralia100%100%

Australian Glass Group Finance Pty LtdAustralia100%100%

Directors

The names of persons who were directors of the Company at any time during the financial period are as follows: Julia Mayne,

Shawn Beck, Simon Bennett, Pramod Khatri and Stephen Robertson.

Key management and Board of Directors’ compensation

Key management are members of the Executive Team, being direct reports of the Managing Director. The compensation paid and

provided to key management for employee service is shown below:

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Salaries and other short-term employee benefits2,1092,662

Share-based payments3893

2,1472,755

Board of Directors’ compensation

CONSOLIDATEDCONSOLIDATED

2026

$'000

2025

$'000

Directors’ fees440 401

440 401

43

Notes to the Consolidated Financial Statements (continued)
6.5 Contingencies

At 31 March 2026 the Group had no contingent liabilities or assets (2025: nil).

6.6 Commitments

At 31 March 2026 the Group had no commitments (2025: nil).

6.7 Subsequent Events

There are no events occurring after the reporting date which would materially affect the financial statements.

44

2026 Annual Report



PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

+64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Metro Performance Glass Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of Metro

Performance Glass Limited (the Company), including its subsidiaries (the Group), present fairly, in all material

respects, the financial position of the Group as at 31 March 2026, its financial performance, and its cash flows for

the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

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

What we have audited

The Group's financial statements comprise:

• the consolidated statement of financial position as at 31 March 2026;

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

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

• the consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group. Certain partners and

employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of

the business.



PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

+64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Metro Performance Glass Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of Metro

Performance Glass Limited (the Company), including its subsidiaries (the Group), present fairly, in all material

respects, the financial position of the Group as at 31 March 2026, its financial performance, and its cash flows for

the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

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

What we have audited

The Group's financial statements comprise:

• the consolidated statement of financial position as at 31 March 2026;

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

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

• the consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group. Certain partners and

employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of

the business.

45



2 PwC - Independent auditor’s report

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current year. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Description of the key audit matter How our audit addressed the key audit matter

Impairment assessments of net assets in

New Zealand and Australia


As at 31 March 2026 the Group had net assets

of $60.0 million (31 March 2025: $35.6 million),

split between the New Zealand cash generating

unit ( NZ CGU) and the Australian cash

generating unit (AU CGU).

The impairment assessments of the AU CGU

and the NZ CGU’s net assets are considered a

key audit matter due to the materiality of the net

assets balances, the presence of indicators that

impairment may exist, and the significant level of

estimation and judgement applied in determining

the key assumptions used in the impairment

assessment.

As at 31 March 2026 the AU CGU had a goodwill

balance of $26.0 million (31 March 2025: $2 3.9

million) and there was no goodwill balance

recognised in the NZ CGU (31 March 2025: nil).

Management determined the recoverable

amount of the NZ CGU using a ‘value in use’

basis concluding that there were no reasonably

possible changes to key assumptions that would

result in a material impairment. For the AU CGU,

management prepared a ‘fair value less cost of

disposal’ model in addition to their ‘value in use’

model, recognising the limited headroom

indicated by the ‘value in use’ assessment.

Management has used discounted future cash

flow models and concluded that the recoverable

amount of each CGU exceeded its carrying

amount as at 31 March 2026. For the AU CGU,

management concluded that reasonably possible

changes to key assumptions would cause the

carrying amount to exceed its recoverable

amount.

The key assumptions in the impairment

assessments include compound annual revenue

growth rates over the next five years, EBITDA

percentage over the five year range, the discount

rate, and the long-term growth rate. In note 4.3,

management has disclosed scenarios relating to

the amount by which the value assigned to key

assumptions must change in order for the AU

CGU’s recoverable amount to be equal to its

carrying amount. As part of the impairment

assessment process, management performed a

comparison of the Group’s net assets to the

market capitalisation of the Group and

considered the reasons for the difference in

finalising their assessment of the recoverable

amounts of the Group’s CGUs.

Our audit focused on assessing and challenging the key assumptions

used by management in their impairment assessment. Our procedures

included:

• understanding the Group’s process and controls in relation to the

preparation and review of the impairment assessment;

• evaluating the appropriateness of the identification of the Group’s

CGUs;

• agreeing the cash flows included in management’s impairment

models to the board approved budget and forecasts;

• assessing the Group’s forecasting accuracy by comparing historical

forecasts to actual results and considering the impact on the current

cash flow forecasts;

• agreeing the carrying amounts for each CGU to the Group’s

accounting records;

• discussing with, and challenging management on, the basis for the

cash flow forecasts and the key drivers of change in the forecasts,

including internal and external factors;

• engaging our internal valuation expert to assist us with:

- assessing whether the valuation methodology applied

was appropriate, including the methodology in relation to

the ‘fair value less cost of disposal’ model and the ‘value

in use’ model;

- assessing the appropriateness of the deduction in the ‘fair

value less cost of disposal’ model, in relation to cost of

disposal;

- assessing whether the discount rates and long-term

growth rates used by management were reasonable in

the context of the forecasts;

- considering management’s assessment of the difference

between the net assets and the market capitalisation of

the Group, in the context of our overall assessment of the

impairment test; and

- testing the accuracy of the calculations in the impairment

models;

• evaluating the reasonableness of management’s assumptions

underpinning the forecast cash flows by comparison to external

sources and trends in the Group's financial performance;

• performing sensitivity analyses to assess the effect of reasonably

possible changes in key assumptions on the impairment

assessments;

• comparing post year-end trading results available up to the date of

our report with management’s forecast assumptions to assess the

reasonableness of the forecasts; and

• considering the accuracy and appropriateness of the disclosures in

the consolidated financial statements , including disclosures on

sen sitivities to key assumptions.


46

2026 Annual ReportIndependent Auditor’s Report



3 PwC - Independent auditor’s report

Our audit approach

Overview


Overall group materiality: $1,550,000, which represents approximately 0.75% of revenue.

We chose revenue as a benchmark because, in our view, it is a key financial statement metric

used in assessing the performance of the Group and is a generally accepted benchmark.


Following our assessment of the risk of material misstatement, we performed:

• full scope audits on the Group’s two trading entities;

• substantive audit procedures on selected significant balances in the remaining non-

trading entities and on consolidation entries; and

• analytical review procedures on all the remaining non-trading entities.


As reported above, we have one key audit matter, being the impairment assessments of net

assets in New Zealand and Australia.


As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements. In particular, we considered where management made subjective judgements; for example, in

respect of significant accounting estimates that involved making assumptions and considering future events that are

inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,

including among other matters, consideration of whether there was evidence of bias that represented a risk of

material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable

assurance about whether the financial statements are free from material misstatement. Misstatements may arise

due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall group materiality for the financial statements as a whole as set out above. These, together with qualitative

considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit

procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial

statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

financial statements as a whole, taking into account the structure of the Group, the accounting processes and

controls, and the industry in which the Group operates.

Following our assessment of the risk of material misstatement, we performed: full scope audits on the Group’s two

trading entities; substantive audit procedures on selected significant balances in the remaining non-trading entities

and on consolidation entries; and analytical review procedures on all the remaining non-trading entities. As

reported above, we have one key audit matter, being the impairment assessments of net assets in New Zealand and

Australia.

Other information

The Directors are responsible for the other information. The other information comprises the information included

in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.


47



 PwC - Independent auditor’s report

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Jonathan Kirby.

For and on behalf of

PricewaterhouseCoopers Auckland

27 May 2026

48

2026 Annual ReportIndependent Auditor’s Report

DIRECTOR REMUNERATION
The company distinguishes the structure of non-executive directors’ remuneration from that of executive directors. Non-executive

directors are paid a fixed fee in accordance with the determination of the board. The total amount of remuneration and other

benefits received by each director during the year ended 31 March 2026 is set out below.

Director2026 Directors’ Fees

Standing directors at 31 March 2026

Shawn BeckDirector, Chair of the Board, Member of the Audit and Risk Committee and

People and Culture Committee160,000

Pramod KhatriDirector, Chair of the People and Culture Committee, Member of the Audit and

Risk Committee80,000

Simon BennettDirector80,000

Julia MayneDirector, Chair of the Audit and Risk Committee80,000

Stephen RobertsonNon Independent Director - appointed 24 September 202540,000

Total $440,000

The Chair of the board receives $160,000 per annum (with no additional committee fees paid) and the non-executive directors receive

$80,000 per annum. On 1 April 2024 the board elected to suspend all subcommittee fees. Directors may also seek the board’s approval

for special remuneration should the specific circumstances justify this. In the 2026 financial year Shawn Beck received special

remuneration in regard to the additional work undertaken for the equity raise of $100,000 (2025:$nil). In September 2025 Simon

Bennett became the Managing Director (having previously been designated as the Executive Director).

The board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to the

non-executive directors (in their capacity as directors) is set at $614,000. This fee pool was last changed in May 2017.

Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive directors. Directors

are entitled to be refunded for reasonable travel and other expenses incurred by them in connection with their attendance at

board or shareholder meetings, or otherwise in connection with the Metroglass business. The company does not offer an equity-

based remuneration scheme for directors. The board considers that director and executive remuneration is appropriate and is

not excessive.

Directors and officers also have the benefit of Directors and Officers’ Liability insurance. This covers risks normally included in such

policies arising out of acts or omissions of directors and employees in their capacity as such. The insurance cover is supplemented by

the provision of director and officer indemnities from the company but this does not extend to criminal acts.

Executive Remuneration

The remuneration of members of senior management (Executive Leadership Team “ELT” and certain direct reports, excluding the

Managing Director) is designed to reward achievement of financial objectives with the operational leaders. The board is assisted in

delivering its responsibilities and objectives for executive remuneration by the People and Culture Committee.

The Managing Director reviews the performance of the ELT and makes recommendations to the board for approval in relation to the

team’s remuneration and achievement of key performance indicators (KPIs).

REMUNERATION

REPORT

49

Remuneration Report

Short-term incentives:
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically within that particular

financial year. The target value for of an STI payment is set annually, usually as a percentage of the participant’s base salary. For the

2026 financial year, the relevant percentages varied from 10% to 30%.

The STI plans relate to achievement of annual performance metrics which aim to align senior team members to a shared set of KPIs

based on business priorities for the next 12 months.

In the 2026 financial year, the metrics driving the STI plans were safety measures and Country and Regional EBIT targets. The

payable rewards for each STI KPI target are determined by the level of performance achieved and are calculated on a linear

scale increasing from the minimum of performance target to the maximum of performance target and receiving 100% of the

specified reward.

Neither Australia nor New Zealand fully met all the required STI targets for the 2026 financial year.

The board retains final discretion on any payment of STI awards.

Long-term incentives:

The company’s LTI plan for the 2024 financial year was announced on the 4 July 2023. The LTI plan is made up of both performance

share rights and share options. The LTI is designed to secure those employees’ retention in Metroglass and to reward performance

that underpins the achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The key features of

the 2024 LTI plan are as follows:

• Participants will be offered an annual award of a specified number of both performance rights and share options in Metroglass

(in accordance with the LTI rules)

• The performance rights will enable participants to acquire shares in Metroglass with no consideration payable, subject to

Metroglass achieving set performance hurdles and meeting certain vesting conditions

• The share options enable participants to acquire shares in Metroglass at a specified exercise price, subject to Metroglass

achieving set performance hurdles and meeting certain vesting conditions.

A total of 55,339 share options and 36,893 performance share rights were awarded pursuant to the 2024 LTI plan. There is no 2026

LTI plan in place (2025: none).

Pay for Performance – long-term incentives

CEO

LT I

(initial grant

values)

*

% LTI

vested against

maximum

Span of LTI

performance periods

FY26Simon BennettNo awardn /an /a

FY25Simon BennettNo awardn /an /a

FY24Simon Mander162,500n /a13/06/23 - 12/06/26

FY23Simon Mander162,500n /a05/06/21 – 04/06/24

FY22Simon Mander162,500n /a05/06/21 – 04/06/24

* These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods

50

2026 Annual Report

Managing Director Remuneration
Simon Bennett was appointed as Executive Director on 6 May 2024 and under his contract for professional services, he was paid

$30,000 per month (plus GST). From September 2025 Simon Bennett was made Managing Director and under the contract for

professional services is paid $40,000 per month. There is no provision for any short-term or long-term incentive. He is entitled to

reimbursement for general expenses such as travel in accordance with company policy. The independent directors (Shawn Beck,

Julia Mayne and Pramod Khatri) are satisfied that the contractual terms are set on an arm’s-length, commercial basis and have

been approved by them.

Employees’ Remuneration

The number of employees or former employees (including employees holding office as directors of subsidiaries) who received

remuneration and other benefits in their capacity as employees, the value of which was at or in excess of $100,000 and was paid to

those employees during the financial year ended 31 March 2026, is specified in the table below.

The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the course of

the 2026 financial year. This includes salary and the value of performance share rights and share options (LTI) expensed during the

financial year. Remuneration shown below includes settlement payments and payments in lieu of notice with respect to certain

employees upon their departure from the company but does not include any amounts paid post 31 March 2026 that relate to the

year ended 31 March 2026.

RemunerationNumber of employees

$100,000-110,00074

$110,000-120,00029

$120,000-130,00016

$130,000-140,00018

$140,000-150,00024

$150,000-160,00019

$160,000-170,0009

$170,000-180,0009

$180,000-190,00012

$190,000-200,0005

$200,000-210,0002

$210,000-220,0000

$220,000-230,0001

RemunerationNumber of employees

$230,000-240,0002

$240,000-250,0002

$250,000-260,0000

$260,000-270,0001

$270,000-280,0001

$280,000-290,0002

$290,000-300,0000

$300,000-310,0002

$310,000-320,0000

$320,000-330,0001

$330,000-350,0000

$350,000-380,0004

$380,000-410,0002

51

Remuneration Report

STATUTORY
INFORMATION

SECURITIES EXCHANGE LISTING

CORPORATE GOVERNANCE INFORMATION

This section of the Annual Report provides information required under the Companies Act 1993 and under the NZX listing rules. The

company’s governance framework is guided by the principles and recommendations described in the NZX Corporate Governance

Code (Code). Metro Performance Glass has reported in detail against the Code in its separately published Corporate Governance

Statement which, together with other detailed information, can be viewed on the Company’s website (metroglass.co.nz/investor-

centre/governance). Metro Performance Glass considers it has followed these recommendations during FY26 and as at 27 May

2026 other than to the extent set out in the table below.

Variance to NZX Corporate Governance Code

We believe that the company’s corporate governance practices for the financial year ended 31 March 2026 are materially in line

with the Code. Those areas of variance from the Code are set out in the table below:

NZX Code PrincipleNZX Code RecommendationKey DifferenceStatus

Board composition

and performance

2.5 The board should set

measurable objectives for

achieving diversity.

The company has adopted a

Diversity and Inclusion Policy, a

copy of which is available on the

company’s website. However, the

board has not set measurable

objectives under the Policy for

achieving diversity.

The board considers authentic

diversity outcomes can be

achieved without measurable

objectives. Although no

alternative governance practices

have been adopted at board

level in lieu of recommendation

2.5, the board has overseen a

number of operational practices

aimed at raising awareness of

the importance of diversity

in the business. The board is

satisfied with its performance

in respect of its Diversity and

Inclusion Policy.

Reporting and

disclosure

4.4 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.

The company has a programme of

work to establish the processes

and systems that incorporate

climate change are appropriate

for the business and align with

the External Reporting Board

standards. In the last 12 months

Metroglass has continued

to focus on developing an

understanding of the potential

risks and opportunities of

climate change.

The company has not made as

much progress with respect to

its non-financial reporting as

was previously expected. The

company has been focused on

debt reduction and business

stabilisation initiatives.

52

2026 Annual Report

NZX Code PrincipleNZX Code RecommendationKey DifferenceStatus
Notice of meeting8.5 An issuer should give 20

working days’ notice of

shareholder meetings to

ensure good corporate

governance.

In 2026, Metroglass complied with

the Companies Act 1993 by giving

10 working days’ notice of the

special general meeting in August

2025 and the annual general

meeting in September 2025.

Metroglass considered that

the time-sensitive nature of

the equity raise meant that

the statutory minimum notice

period for the special general

meeting (SGM) was unavoidable.

The AGM, being held the just a

month after the SGM did not

involve the disclosure of any

material information not already

disclosed at the SGM and the

items of business dealt with at

the AGM were routine in nature.

In those circumstances the board

considered that the shorter

time frame for the AGM was

appropriate and did not unduly

prejudice shareholders.

Remuneration5.1 An issuer should have a

remuneration policy for the

remuneration of directors.

The company does not have a

director remuneration policy.

Details of director remuneration

is made in each annual report,

and is subject to a shareholder-

approved cap. In terms of

alternative governance practices,

the board reviews director

remuneration from time to time,

including with effect from 1 April

2024 making the decision to cease

paying director fees in respect of

committee work.

Remuneration5.2 The board should have a

remuneration policy for the

remuneration of executives

which outlines the relative

weightings of remuneration

components and relevant

performance criteria.

The company does not have a

policy for executive remuneration.

While there is no formal policy, the

board adopts practices to ensure

that executive remuneration is

fair and reasonable, and that

any incentives are appropriately

aligned with the interests of

shareholders.

Risk management6.1 An issuer should report the

material risks facing the

business and how these are

being managed.

The company has not reported

what its material risks are or how

they are being managed.

In the last year the board

has been heavily focused on

debt reduction and business

stabilisation initiatives.

This, as well as the challenging

trading environment, meant that

the board had less time and

resource to consider broader

corporate risk issues. The board

has undertaken a review of the

risk management framework and

is refining processes to manage

and improve reporting of risks.

Metro’s shares are listed on the New Zealand Securities Exchange (NZX) and Australian Securities Exchange (ASX).

Shares on issue as at 31 March 2026:

As at 31 March 2026 the total number of voting securities on issue was 24,591,464

Shares on issue as at 31 March 2026:

RegisterSecurityHoldersUnits

New ZealandMPG (NZX)2,205 24,454,197

AustraliaMPP (ASX)117137,267

TotalMPG (Dual)2,32224,591,464

53

Statutory Information

Securities issued, and still outstanding, long term incentive plans as at 31 March 2026:
Long-term Incentive SchemeSecurityHoldersUnits*

2023 Performance Share RightsMPG (NZX)6 13,306

2023 Share OptionsMPG (NZX)6 26,612

2024 Performance Share RightsMPG (NZX)636,893

2024 Share OptionsMPG (NZX)6 55,339

* Metro Performance Glass undertook a 40 for 1 share consolidation on 5 March 2026 and the outstanding securities have been converted at this rate.

Top 20 Shareholders

Metroglass’ top 20 registered shareholders as at 31 March 2026 were as follows:

RankInvestor nameTotal Units

%

Issued Capital

1Metro Glass Investment Pty Ltd12,541,39551.00

2Masfen Securities Limited 2,256,257 9.17

3Takutai Limited 1,802,136 7.33

4FNZ Custodians Limited627,2822.55

5New Zealand Depository Nominee 566,988 2.31

6Custodial Services Limited 487,216 1.98

7Simon James Bennett375,0001.52

8Accident Compensation Corporation

1

224,3710.91

9ASB Nominees Limited 195,000 0.79

10Daniel Charles Skinner 173,104 0.70

11William Aubrey Cocks 136,389 0.55

12Roget Dixon Armstrong 116,535 0.47

13George Westermayer 106,587 0.43

14Quant Advisory Limited 97,705 0.40

15Jedi Investments Limited 96,278 0.39

16Century Securities Limited 95,639 0.39

17Weijun Zhang and Yuhua Yang 95,000 0.39

18Ian Graham Douglas and Anna Kristin Douglas 81,158 0.33

19Bowenvale Investments Limited 75,000 0.30

20Vance Justin Murdoch and Karen Lisa Murdoch 72,500 0.29

1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic trading of securities by its

members and does not have a beneficial interest in these shares. As at 31 March 2026, a total of 347,842 Metroglass shares (or 1.41% of the ordinary shares on issue) were held

through NZCSD.

Substantial shareholders

According to the records kept by the company under the Financial Markets Conduct Act 2013 the following were substantial

holders in the company as at 31 March 2026. Shareholders are required to disclose their holdings to Metroglass and to its share

registrar by giving a ‘Substantial Shareholder Notice’ when:

• They begin to have a substantial shareholding (5% or more of Metroglass’ shares)

• There is a subsequent movement of 1% or more in a substantial holding, or if they cease to have a substantial holding

• There is any change in the nature or interest in a substantial holding.

Investor name

Number of shares held

at date of disclosure*

Number of shares as

at 31 March 2026%

Date of most

recent notice

Metro Glass Investment Pty Limited 501,655,80012,541,39551.00%30/12/25

Takutai Limited72,085,4171,802,1367.33%21/11/25

Masfen Securities Limited 83,212,1132,256,2579.17%22/9/25

* Metro Performance Glass undertook a 40 for 1 share consolidation on 6 March 2026 which explains why the actual holdings of the substantial security holders as at 31 March 2026 differ

from the disclosures in their substantial product holder notices that were filed prior to the share consolidation taking effect.

The total number of voting securities (fully paid ordinary shares) of the company as at 31 March 2026 was 24,591,464.

54

2026 Annual Report

Distribution of shareholders
As at 31 March 2026:

Range

Number of

holders%

Number of

shares%

1-1,0001,73674.76422,5561.72

1,001-5,00037516.15830,4943.38

5,001-10,000883.79645,4302.62

10,001-50,000974.181,962,0537.98

50,001-100,000130.56999,2004.06

Greater than 100,000130.5619,731,73180.24

Total2,322100.00%24,591,464100.00%

Voting rights

Section 15 of the company’s constitution states that a shareholder may vote at any meeting of shareholders in person or through

a representative. Metroglass conducts voting by way of a polls, using this method every shareholder present (or through their

representative) has one vote per fully paid-up share they hold. Unless the board determines otherwise, shareholders may not

exercise the right to vote at a meeting by casting postal votes. More detail on voting can be found in Metroglass’ constitution

available on the company’s website at: www.metroglass.co.nz/investor-centre/governance/.

Trading statistics

Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2025 to 31 March 2026 are set out in the

table below. The company undertook a 40 for 1 share consolidation on 6 March 2026 which meant that shareholders received one

MPG share for every 40 shares held on the record date of 5 March 2026:

NZX (NZD)ASX (AUD)

Minimum:$0.93 (19/03/26)$0.80 (20/03/26)

Maximum:$2.04 (20/01/26)$2.176 (28/05/25)

Range: $0.93 - $2.04 $0.80- $2.1758

Total shares traded:1,689,854 97,268

1


1 Trading in Metroglass shares on the ASX is less liquid than it is on the NZX. The final date on which shares were traded on the ASX during the 12 months to 31 March 2026 was

20 March 2026.

Dividend Policy

Dividends and other distributions with respect to the shares are only made at the discretion of the board of Metroglass.

Any dividend can only be declared by the board if the requirements of the Companies Act 1993 are also satisfied. The board’s

decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year will depend on,

among other things:

• All statutory or regulatory requirements

• The financial performance of Metro Performance Glass

• One-off or non-recurring events

• Metroglass’ capital expenditure requirements

• The availability of imputation credits

• Prevailing business and economic conditions

• The outlook for all of the above

• Any other factors deemed relevant by the board.

No dividends have been declared in respect of the 2026 financial year.

55

Statutory Information

NZX and ASX waivers
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules and has waivers in place with the

ASX that are standard for a New Zealand company listed on the ASX.

Metroglass has an ASX Foreign Exempt Listing on the ASX. This category is based on a principle of substituted compliance,

recognising that for secondary listings, the primary regulatory role and oversight rest with the home exchange. Metroglass

continues to have a full listing on the NZX Main Board. In accordance with ASX Listing rule 1.15.3, Metroglass confirms that it

continues to comply with the NZX listing Rules.

Directors and director independence

As at the balance date of 31 March 2026 the company had five directors – Shawn Beck, Simon Bennett, Julia Mayne, Stephen

Robertson and Pramod Khatri. Each such director was determined by the board to be an independent director when appointed,

except for Stephen Robertson, who was determined to be a non-independent director on appointment as a consequence of his

relationship with Amari Metals Australia, a major shareholder in the company. Subsequently, the board determined on 6 May 2024

that Simon Bennett was a non-independent director as a consequence of being appointed to the role of Managing Director.

When assessing independence, the board holistically considers the interests and relationships of a director that could affect the

determination, including having regard to (but not limited to) the factors set out in recommendation 2.4 of the NZX Corporate

Governance Code.

Gender composition of directors and officers

As at 31 March 2026 (and 31 March 2025 for the prior comparative period), the mix of gender among the company’s board and

Executive Leadership Team was:

31 March 2026Female MaleTotal% Female

Board 1 4 5 20%

Executive Leadership Team2 4 633%

31 March 2025Female MaleTotal% Female

Board 1 3 4 25%

Executive Leadership Team3 4 7 43%

For the purposes of this analysis the Executive Leadership Team comprises ‘Officers’ of the company, being employees who are

concerned or take part in the management of the company’s business and who reports directly to: (a) the board; or (b) a person

who reports to the board.

While no specific diversity objectives have been set by the board, the board is satisfied with its performance in relation to its

Diversity and Inclusion Policy, in particular the work that has gone in to raising awareness about the importance of diversity in

the workforce.

Board and committee attendance in the 12 months to 31 March 2026

Directors

Board meetings

attended

Audit and Risk

Committee meetings

attended

Due Diligence

Committee meetings

attended

People and Culture

Committee meetings

attended

Meetings held1046–

Shawn Beck 1046–

Simon Bennett 1016–

Julia Mayne 1046–

Pramod Khatri 946–

Stephen Robertson 5– ––

The Board’s committees and their members as at 27 May 2026 were:

• Audit and Risk Committee: Julia Mayne (Chair), Pramod Khatri and Shawn Beck

• People and Culture Committee: Pramod Khatri (Chair) and Shawn Beck. Given the activities of the company and the size of the

board, the activities of this committee were undertaken by the full board in 2026.

56

2026 Annual Report

Disclosure of directors’ interests
In accordance with section 140(2) of the Companies Act 1993 the company maintains an interests register in which interests are

recorded. The following are general disclosures of interests by directors holding office at 31 March 2026. Particulars of entries

made during the year to 31 March 2026 are noted with an asterisk (*) for the purposes of section 211(1)(e) of the Companies

Act 1993.

Director and companyPosition

Shawn Beck

Sweet Mango Limited (trading as South Central Advisory)Director/Shareholder

Skinny Fizz Company LimitedDirector/Shareholder

South Central Advisory LimitedDirector/Shareholder

Feijoa Kiwi Limited*Director/Shareholder

Pramod Khatri

PSW Nominees LimitedDirector/Trustee

AW Fraser Holdings LimitedDirector/Shareholder

Closeburn Station Management LimitedShareholder

Simon Bennett

Accordant Group LimitedDirector/Shareholder

Peak Partners LimitedDirector/Shareholder

The Icehouse LimitedDirector

The International Centre for Entrepreneurship FoundationTrustee

Lisa Julia Mayne

5R Solutions Pty LimitedDirector

Stephen Robertson

Whiting Holdings New Zealand LimitedDirector

Wakefield Metals LimitedDirector

New Zealand Tube Mills LimitedDirector

McKechnie Aluminium Solutions LtdDirector

Omega Window Systems Limited Director

Whiting Holdings Australia Pty LimitedDirector

Australian Stainless Distributors Pty LimitedDirector

AW Distribution Pty LimitedDirector

Dalsteel Metals Pty LimitedDirector

Amari Metals Australia Pty LimitedDirector

Metal Centre Australia Pty LimitedDirector

Atlas Steels Pty LimitedDirector

NZ Tube Mills Pty LimitedDirector

Fagersta Steels Pty LimitedDirector

E-Steel (Aust) Pty LimitedDirector

Specialty Metals Australia Pty LimitedDirector

Handy Steel Stocks Pty LimitedDirector

The directors also disclosed an interest in the company’s Directors’ and Officers’ Insurance Policy and such interest was entered in

the company’s interests register.

57

Statutory Information

Subsidiaries and subsidiary directors
Section 211(2) of the Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration

and value of other benefits received by the directors and former directors, together with particulars of entries in the interests

register made, during the year ended 31 March 2026.

Other than Simon Bennett, no group employee appointed as a director of Metro Performance Glass Limited or its subsidiaries

receives or retains any remuneration or other benefits in their capacity as a director, and each is a full-time Group employee. The

remuneration and other benefits of such employees and former employees (received as employees) totalling NZD 100,000 or more

during the year ended 31 March 2026 is included in the remuneration bandings disclosed on page 51 of this Annual Report. Page 51

of this Annual Report sets out the basis on which Simon Bennett is remunerated for his role as Managing Director. As at 31 March

2026, Metroglass’ subsidiary companies and subsidiary company directors were:

CompanyDirectors

Australian Glass Group (Holdings) Pty LimitedJason McGrath, Simon Bennett

Australian Glass Group Finance Company Pty LimitedJason McGrath, Simon Bennett

Australian Glass Group Investment Company Pty LimitedJason McGrath, Simon Bennett

Canterbury Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss

Christchurch Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss

Hawkes Bay Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss

I G M Software LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss

Metroglass Finance LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss

Metroglass Holdings LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss

Metropolitan Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss

Taranaki Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss

Directors’ shareholding in Metroglass

As at 31 March 2026 the directors of the company had the following relevant interests in the company’s shares:

Number of shares in which a

relevant interest is held*Acquisition dateDisposal date

Julia Mayne62523/02/22n /a

Simon Bennett375,00023/09/25n /a

Pramod Khatri49,75019 & 20/09/25n /a

*In March 2026 the company undertook a 40 for 1 share consolidation and the balances above reflect the share balance after the consolidation.

Directors’ and Senior Manager’s Share Dealings

In accordance with the Companies Act 1993, between 1 April 2025 and 31 March 2026 the board received the following disclosures

from directors and senior managers of acquisitions and dispositions of relevant interests in shares issued by the Company and

details of such dealings were entered in the company’s interests register.

DirectorTransactionNumber of Securities PriceDate

Simon BennettPurchase of shares15,000,000$450,00023 September 2025

Pramod KhatriPurchase of shares1,990,000$95,52019 and 22 September 2025

Sarah HipkissPurchase of shares166,667$5,00019 September 2025

Donations

For the year ended 31 March 2026, Metroglass, including its subsidiaries, made donations of $nil 2025: $52.

Net tangible assets per security

Net tangible assets per security at 31 March 2026: 137.77 cents 31 March 2025: 6.29 cents. Note that the company undertook a

40 for 1 share consolidation in March 2026.

Currency

Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.

Credit rating

Metroglass has not requested a credit rating.

58

2026 Annual Report

59
Company Directory

insight

creative.co.nz

MPG040

Registered Office

5 Lady Fisher Place

East Tamaki

Auckland 2013

New Zealand

Phone: +64 927 3000

Board of Directors*

Shawn Beck – Chair and Independent Non-Executive Director,

Member of the Audit and Risk Committee and People and

Culture Committee

Pramod Khatri – Independent Non-Executive Director, Chair

of the People and Culture Committee and Member of the

Audit and Risk Committee

Simon Bennett – Managing Director (Non-Independent)

Julia Mayne – Independent Non-Executive Director and Chair

of the Audit and Risk Committee

Stephen Robertson – Non-Independent Non-Executive

Director

*as at 31 March 2026

Executive Leadership Team

Simon Bennett – Managing Director

Sarah Hipkiss – Chief Financial Officer

Nick Hardy-Jones – Country Manager – NZ

Jason McGrath – Country Manager – AU

Dayna Roberts –GM People – NZ and AU

Angus Wilson – GM Strategic Operations

Auditor

PricewaterhouseCoopers

15 Customs Street West

Auckland 1010

New Zealand

Lawyers

Bell Gully

Vero Centre

48 Shortland Street

Auckland 1140

New Zealand

Bankers

Westpac New Zealand Limited

Westpac Banking Corporation

Share registrar

MUFG Pension & Market Services

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Further information online

This Annual Report, all our core governance documents

(our constitution, some of our key policies and charters),

our Investor relations policies and all our announcements

can be viewed on our website:

www.metroglass.co.nz/investor-centre/

Investor calendar

2026 Annual Shareholders’ MeetingSeptember 2026

2027 Half Year balance date30 September 2026

2027 Half Year results announcementNovember 2026

2027 Full Year balance date31 March 2027

2027 Full Year results announcementMay 2027

COMPANY

DIRECTORY

0800 545 800
www.metroglass.co.nz

---

1

METRO PERFORMANCE GLASS LIMITED: FY26 CORPORATE GOVERNANCE STATEMENT


Metro Performance Glass’ (Metroglass, the company) Board and Executive Leadership Team (ELT) recognise

the importance of sound corporate governance and consider it core to ensuring the creation, protection and

enhancement of shareholder value. Together, the Board and SLT are committed to making sure that the

company applies and adheres to practices and principles that ensure good governance and maintain the

highest ethical standards to protect the interests of all stakeholders.

This corporate governance statement reflects a summary of the company’s corporate governance framework, policies and

procedures and how they comply with the NZX Corporate Governance Code (the Code). The full corporate governance

framework has been approved by the Board and key policies and charters are available in the Investor Centre section of the

company’s website at http://www.metroglass.co.nz/investorcentre/governance/.

The information in this section is current as at 27 May 2026 and has been approved by the Board. Metroglass considers that,

during the year to 31 March 2026 (reporting period), the company materially complied with the Code other than to the

extent set out in the Annual Report for the financial year ended 31 March 2026.

Metroglass’ shares are also listed on the Australian Securities Exchange (ASX) with ASX Foreign Exempt Listing status. Given

this status, the ASX requires the company to comply with the NZX Main Board Listing Rules and confirm its adherence to

these rules annually, and to comply with a specific subset of the ASX Listing Rules.


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 ETHICS

Metroglass has a Code of Ethics that establishes a framework of standards by which the Directors, employees, contractors

and advisors of Metroglass are expected to carry out their responsibilities. It is not an exhaustive list of acceptable behaviour;

rather it facilitates decision-making that is consistent with Metroglass’ values, business goals and legal and policy

obligations.

The Code of Ethics also imposes a number of obligations on Directors, including requirements that they give proper attention

to the matters before them; be up to date on their regulatory, legal, fiduciary and ethical obligations; undertake training;

manage breaches of the Code of Ethics; and act honestly and in the best interests of the issuer, shareholders and

stakeholders and as required by law.

Metroglass monitors compliance with the Code of Ethics through its management processes as well as through the

whistleblowing procedures set out in the Code of Ethics and separate Whistleblower Protection Policy. The Code of Ethics

and Whistleblower Protection Policy were both reviewed and updated in March 2026.


SECURITIES TRADING POLICY

The Company’s Securities Trading Policy governs trading in the company’s shares and any associated financial products.

The policy applies to all Directors, employees and contractors of Metroglass and its subsidiaries (“Metroglass Personnel”).

The policy is a critical part of ensuring all Metroglass Personnel are aware of their obligations and legal requirements and

takes into account the insider trading prohibitions in the Financial Markets Conduct Act 2013 (NZ) and the Corporations Act

2001 (Australia), and the Company’s obligations under the NZX Code.

The policy also sets out a set of more stringent rules which apply to Directors and certain employees of Metroglass when

dealing in Metroglass Securities (“Restricted Persons”). These additional rules include trading being prohibited during the

“blackout” periods set out in the policy and consent being obtained prior to trading with the Restricted Person required to

confirm they hold no material information.

The policy is reviewed at least every two years and was last reviewed in March 2026.





2


PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”


The Board has ultimate responsibility for the strategic direction of Metroglass and for overseeing Metroglass’ management

for the benefit of its shareholders.

Metroglass’ Constitution provides for a minimum of four Directors and, subject to this limitation, the number of Directors

to hold office shall be fixed from time to time by the Board. At least two Directors must be ordinarily residents of New

Zealand and at least two must be independent directors. The Chair of the Board cannot be the CEO or the Chair of the Audit

and Risk Committee.

The Directors bring a wide range of skills to the Board. As at 27 May 2026, the Board comprised three Independent Directors

– Shawn Beck, Julia Mayne and Pramod Khatri, and two non-independent Directors; Managing Director, Simon Bennett and

non-independent Director, Stephen Robertson. Director profiles are included in the Company’s Annual Report.


BOARD CHARTER


The Board operates under a written Charter, which describes the Board’s authority, duties, responsibilities, composition and

framework for operation. This Charter also affirms that the Board, in performing its responsibilities, should act at all times

in a manner designed to create and build sustainable value for shareholders and in accordance with the duties and

obligations imposed on the Board by Metroglass’ Constitution and by law.

Management of Metroglass on a day-to-day basis is undertaken by the CEO and senior managers through a set of delegated

authorities that clearly define the CEO and senior managers’ responsibilities and those retained by the Board.

Metroglass’ board and CEO delegated authority policies are reviewed at least annually. The board meets its responsibilities

by receiving reports and plans from management and through its annual work programme. The Board uses committees to

address issues that require detailed consideration. Committee work is undertaken by Directors; however, the Board retains

ultimate responsibility for the functions of its committees and determines their responsibilities.


NOMINATION AND APPOINTMENT OF DIRECTORS

The provisions regarding the election and retirement of Directors are contained in the Metroglass Constitution.

Metroglass strives to ensure that the Company has the right mix of skills and experience it requires to enable it to achieve

its strategic aims in a prudent and responsible manner. The Board Charter states that the Board will review its composition

from time to time and will identify and evaluate suitable individuals for appointment as a director as and when an

appointment is to be made. The Board does not have a separate nominations committee. In evaluating a candidate for

appointment as a director, the Board will consider criteria including the skill sets required at the time as well as the

individual’s experience and professional qualifications. To support the board in its deliberations, the Directors consider a

skills matrix that sets out the mix of skills and diversity of the Directors and evaluates whether the collective skills and

experience of the directors meet Metroglass’ requirements both now and into the future.

New directors provide the company with a written consent to act as a director and receive a formal Letter of Appointment

that sets out the Terms and Conditions of Appointment and Remuneration Schedule. It also sets out the expectations of the

company, the director’s duties, responsibilities and powers, insurance and indemnity arrangements, and rights of access to

information. All new board members are also provided with an extensive briefing on the company and industry-related

matters within a thorough induction process.


SELECTION OF CHAIR

The Metroglass Constitution provides that the Directors may elect a chairperson of the company and also determine the

period for which the chairperson is to hold office. Shawn Beck is an independent non-executive director and is currently the

appointed chairperson.


RETIREMENT AND RE-ELECTION

The company’s Constitution and NZX Main Board Listing Rules require a newly appointed director to stand for election at

the next Annual Shareholders’ Meeting (ASM). No directors retire by rotation or are due to stand for re-election at the 2026

AGM.


3


DIRECTOR INDEPENDENCE

Directors are considered to be independent if they are non-executive and do not have an interest or relationship that could

be perceived to unreasonably influence their decisions relating to the company or interfere with their ability to act in the

company’s best interests. An individual being appointed as an independent director must be independent according to NZX

definitions and not have any disqualifying relationships as set out in the NZX Corporate Governance Code.

Directors are required to ensure that they immediately advise the Board of any relevant new or changed relationships to

enable the Board to consider and determine any impact on the director’s independence.

As at 27 May 2026, Shawn Beck, Julia Mayne and Pramod Khatri are considered by the Board to be independent directors,

and Simon Bennett and Stephen Robertson are considered by the Board to be non-independent directors. Information in

respect of each director’s ownership interests are detailed in the Company’s Annual Report. Metroglass’ directors are not

formally required to own Metroglass shares but are encouraged to do so.


DIRECTOR TRAINING

The company encourages Directors to continue to develop their knowledge and skills as a director. With the prior approval

from the Chair, Directors may attend appropriate courses or seminars for continuing education at the company’s cost.


BOARD, DIRECTOR AND COMMITTEE EVALUATION:

In accordance with the Board and Committee Charters, the Board annually reviews its performance, policies and practices.

It also reviews annually the performance of each director and board committee. These reviews are carried out both formally

and informally.

The last full board performance review was completed in May 2021 with the assistance of governance services firm Propero

Consulting. The Audit and Risk Committee was last reviewed in March 2023 and the People and Culture Committee was

last reviewed in May 2022.

The makeup of the Board has changed substantially in the last three years. In addition, the Board has been heavily focused

on debt reduction and business stabilisation initiatives during that period. Accordingly, the Board has not yet undertaken

any formal review of its operations as it considers it is too early to do so, and that its continuing focus needs to be on the

immediate improvement in financial performance. It is for this reason that the Board has not yet undertaken a formal skills

matrix analysis and review.


DIVERSITY AND INCLUSION

Metroglass and its board believe that an equal opportunity workplace in which differences in gender, age, ethnicity,

nationality, religion, sexual orientation, physical ability, marital status, experience and perspective are well represented,

results in a competitive advantage and helps the Company to better connect with its diverse set of customers and other

stakeholders.

The company believes that an ability to attract and retain a diverse and inclusive workforce broadens the recruitment pool

of high-calibre candidates, enhances innovation and improves business performance. A copy of the company’s Diversity and

Inclusion Policy is available in on the Company’s website.

Metroglass is committed to providing an inclusive and diverse environment throughout the company. The company’s

focus has continued to be on making deliberate and conscious steps towards building a greater awareness of the

importance of diversity and inclusion in the workplace. Specific objectives include


- Reviewing recruitment practices, removing any bias in vacancy wording or imagery and telling the Metroglass

story by developing videos showcasing employee diversity.

- Applying gender neutrality to recruiting materials and consistently promoting the diversity of the Metroglass

employee group.

- Continuing to build on the progress made to date with each hiring manager receiving unconscious bias training.

- The coaching and development of hiring managers.





4



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:

The Audit and Risk Committee is responsible for overseeing the risk management framework, treasury, insurance,

accounting, and audit activities of Metroglass. It reviews the adequacy and effectiveness of internal controls, reviews the

performance of external auditors, oversees internal audit matters, and makes recommendations on financial and accounting

policies. The Audit and Risk Committee Charter is intended to be reviewed at least every two years, and was last reviewed

in May 2026.

Members of the Audit and Risk Committee are appointed by the board and comprise a minimum of three members who are

each non-executive directors of Metroglass. A majority of members must be independent directors and at least one director

must have an accounting or financial background. Employees attend meetings of the Audit and Risk Committee at the

invitation of the Committee.

PEOPLE AND CULTURE COMMITTEE:

The People and Culture Committee’s mandate is to assist the board in ensuring the elements of people, organisation and

culture support the company’s strategy and business plan. The committee achieves its goals by considering the capability of

the organisation at the senior levels, the remuneration strategy required to secure the desired level of organisational

capability, company values and policies related to people and the nominations process for the appointment and succession

planning of the CEO. The People and Culture Committee Charter is intended to be reviewed at least every two years although

it was last reviewed in May 2023.

The People and Culture Committee is comprised of at least two, and not more than four, independent directors. Employees

attend Committee meetings only at the invitation of the Committee. Given the small size of the Board and the issues being

dealt with, over the last year the work of the People and Culture Committee has been undertaken by the Board, acting as a

whole, with appropriate conflict management arrangements in place to ensure the integrity of any decisions relating to the

remuneration of the Managing Director.


TAKEOVER PROTOCOLS

Metroglass has adopted a Takeover Response Policy to assist in guiding the board and management in the event that the

company receives an offer or an approach by a potential acquirer for a controlling stake in Metroglass. This policy is reviewed

at least every three years and was last approved by the Board in April 2026.


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.”


Metroglass is committed to providing financial reporting that is balanced, clear and objective and informs shareholders

(both current and prospective) and market participants of all information that might have a material effect on the price of

its traded financial products.

The quality, integrity and timeliness of external reporting and the Company’s compliance with the disclosure and reporting

obligations imposed under the Listing Rules of NZX, ASX, the Companies Act and other relevant legislation are overseen by

the Audit and Risk Committee.


MARKET DISCLOSURE POLICY

The Board has adopted a Market Disclosure Policy, available on the company’s website, which sets out how the company

will comply with its disclosure and reporting obligations.

Metroglass is committed to ensuring the timely disclosure of material information and to making sure that the company

complies with NZX Main Board Listing Rules. The Board of Directors is ultimately responsible for ensuring Metroglass

complies with the Market Disclosure Policy and continuous disclosure obligations. The Board has established a Disclosure

Committee to achieve this. The board also considers at each board meeting whether any information discussed at the

meeting requires disclosure.


5


The policy is reviewed at least every two years and was last reviewed in March 2026.



NON-FINANCIAL REPORTING


Metroglass is committed to improving its non-financial disclosures on matters including strategic and operational priorities

for the year, risk management, safety and wellbeing, and diversity and inclusion. In the last year the company has

undertaken work to understand its carbon emissions profile and begun to develop an understanding of climate risk. The

Environmental Sustainability Policy can be found on the company’s website.

The group continues integrate ESG principles into business operations and will continue to develop these in future reporting.


PRINCIPLE 5: REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”


The Metroglass board believes its practices ensure fair and reasonable remuneration. The company aims to ensure that: (a)

the remuneration of Directors and all staff properly reflects each person’s accountabilities, duties, responsibilities and their

level of performance and (b) remuneration is competitive in attracting, motivating and retaining staff of the highest calibre.


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.”


The identification and effective management of the Company’s risks is a priority of the Board. It is responsible for identifying

the principal risks of Metroglass’ business, ensuring an appropriate system of internal compliance and control in managing

and mitigating risks is in place and monitoring internal and external reporting, including reporting to stakeholders.

The board has made the Managing Director accountable for all operational and compliance risks across the Group including

safety and wellbeing (see below). The Chief Financial Officer (CFO) has management accountability for the implementation

of the risk framework across all the Company’s businesses.

As part of its risk management framework Metroglass continually assesses risks against all relevant areas of material

business risk. Metroglass’ main risks and mitigation plans are reviewed every six months. Metroglass holds insurance policies

to meet its insurable risks.

The company engages external expertise where relevant to ensure risks are adequately understood and managed.

SAFETY AND WELLBEING

The safety and wellbeing of the company’s people is fundamental to the business. Accordingly, all regular board meetings

and risk reviews specifically look at safety and wellbeing matters. Metroglass has a clearly articulated safety and wellbeing

vision and strategy which is understood and recognised throughout the business. This vision is underpinned by a clear set

of principles and a workplan to embed a strong safety and wellbeing management system.

The company maintains a safety and wellbeing risk register for both New Zealand and Australia, which is reviewed at least

annually. Each year a comprehensive and systematic risk assessment of all operations across the business is completed

providing a considered view of the most critical safety risks to the business. We have also introduced a comprehensive and

structured internal assessment of all processes and practices that are important to delivery of safe outcomes. This ensures

focus in the right areas.

Metroglass believes that all injuries are preventable and that its people should get home safe every day. The company

focuses on mitigating risks by automating activities and providing mechanical assistance where possible to reduce the

manual handling required across the business. The use of appropriate personal protective equipment and training in correct

manual handling practices also contributes to reducing injuries.

Metroglass continues to focus on other factors affecting the safety and wellbeing of staff in their working environment, such

as noise and air quality. A series of environmental monitoring exercises takes place to ensure staff are working in safe

environments. The company also offers staff health and wellbeing checks with occupational health experts.


6


CLIMATE-RELATED FINANCIAL RISK

Metro Performance Glass recognises the importance of building resilience in its business strategy and operations, while

overlaying the potential long-term implications of climate change and the important role its products play reducing the

operating carbon within New Zealand's buildings.

The group has continued a programme of work to establish processes and systems to incorporate climate change are

appropriate for the business and align to the External Reporting Board standards. Metroglass continues to focus on

developing an understanding of the potential risks and opportunities of climate change and reporting thereof.

The key focus areas in the next year are to continue:

• Incorporating climate-related risks into Metroglass’ Enterprise Risk Management framework.

• Collecting the company’s Greenhouse gas emissions profile.

• Developing Metroglass’ Climate-related risks and opportunities that can impact business operations and strategy.

• Establishing, if appropriate, any relevant metrics and targets.


PRINCIPLE 7: AUDITORS

“The board should ensure the quality and independence of the external audit process.”


The Metroglass Audit and Risk Committee is charged with overseeing all aspects of the external and internal audit of the

Company. The Audit and Risk Committee monitors the independence, quality and performance of the external auditors and

recommends any change in auditor appointment or audit fees.


The Company does not have a standalone internal audit function. External advisors are employed to evaluate and improve

the effectiveness of the company’s risk management and internal processes. Progress and results on these projects are

reported regularly to the Audit and Risk Committee or the Board.

The Audit and Risk Committee is authorised by the board, at Metroglass’ expense, to obtain such outside legal or other

independent information and advice including market surveys and reports, and to consult with such management

consultants and other outside advisors as it views necessary to carry out its responsibilities.

On at least one occasion each year, the Audit and Risk Committee meets with the external auditors without management

present.


ANNUAL SHAREHOLDERS’ MEETING

Shareholders have the opportunity to ask questions of the Board and of the external auditors, who attend the Annual

Shareholders’ Meeting. The external auditors are available to answer questions from shareholders in relation to the conduct

of the audit, the independent audit report and the accounting policies adopted by Metroglass.


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.”


Metroglass endeavours to keep its shareholders informed of important developments concerning the Company and

encourages them to follow its announcements. Metroglass believes that effective engagement with investors will benefit

both the Company and investors. The Investor Centre section of the company website provides easy access to information.

Metroglass also communicates with its shareholders through periodic market announcements, periodic investor briefings

or site tours and annual and interim reports. These are released in accordance with NZX and ASX disclosure requirements.

The Board welcomes questions at the Annual Shareholders’ Meeting.


ELECTRONIC COMMUNICATIONS:

Shareholders are encouraged to receive communications from, and send communications to, the Company and its security

registry electronically. The shareholder contact point at the Company is: akl@metroglass.co.nz.


ANNUAL REPORT

Metroglass’ Annual Report and Interim Reports are all available on the company’s website at:


7


http://www.metroglass.co.nz/investor-centre/annual-interim-reports. Shareholders can elect to receive a printed copy of

these reports by contacting the company’s share registrar, MUFG Pension & Market Services. Any shareholder who does

request a hard copy of the Metroglass Annual Report will be sent one in the regular post.


SHAREHOLDER VOTING RIGHTS

In accordance with the Companies Act 1993, Metroglass’ Constitution and the NZX Main Board Listing Rules, the company

refers major decisions which may change the nature of the Company to shareholders for approval.

Metroglass conducts voting at its shareholder meetings by way of a poll and on the basis of one share, one vote. Further

information on shareholder voting rights is set out in Metroglass’ Constitution.


NOTICE OF ANNUAL MEETING

Metroglass’ previous annual meeting was held on 29 September 2025. The notice of the meeting was released to the market

on 12 September 2025. Minutes of the meeting are available on the Company’s website at:

https://www.metroglass.co.nz/investor-centre/annual-shareholders-meeting/. The 2026 Annual Shareholders’ Meeting is

expected to be held in September 2026 in Auckland. The time and place will be provided by notice to all shareholders nearer

to that date.


8

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • GEN — General Capital Limited: General Capital Announces Continued Growth
    2026-05-21

    3 DIRECTORS’ REPORT MAY 2026 FINANCIAL PERFORMANCE YEAR ENDED 31 MAR 2026 YEAR ENDED 31 MAR 2025 VARIANCE % CHANGE Revenue $26,760,760 $22,632,150 $4,128,610 +18% Net profit / (loss) after tax $2,724,333 $2,805,800 -$81,467 -3% Earnings / (loss)…”

  • APL — Asset Plus: Annual Financial Result
    2026-05-21

    review. For FY26, FFO was the key metric the Board adopted for dividend purposes, as all relevant leasing costs and incentives were funded from available cash reserves. Conference call A conference call to present on the results will be held this morning, commencing at 10.00…”

  • ARG — Argosy Property Limited: Argosy FY26 Annual Result
    2026-05-19

    8 Green Bonds The company’s first green bond matured on 27 March 2026 and was refinanced with a new $100m tranche of bank debt, Tranche E. The second green bond (ARG020) matures in October 2026 and will be refinanced later in the year. Outlook Geopolitical developments sin…”