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General Capital Releases 2026 Annual Report

Annual Report22 June 2026GENFinancials

ANNUAL
REPORT

FOR THE

YEAR ENDED

31 MARCH 2026

GENERAL CAPITAL LIMITED
ANNUAL REPORT

FOR THE YEAR ENDED

31 MARCH 2026

CONTENTS
01 DIRECTORS’ PROFILES 02

02 GENERAL FINANCE DIRECTORS & EXECUTIVE 03

03 DIRECTORS’ REPORT 04

04 CORPORATE GOVERNANCE STATEMENT 16

05 INDEPENDENT AUDITORS’ REPORT 26

06 CONSOLIDATED FINANCIAL STATEMENTS 32

Consolidated Statement of Comprehensive Income 34

Consolidated Statement of Financial Position 35

Consolidated Statement of Changes in Equity 36

Consolidated Statement of Cashflows 37

Notes to the Consolidated Financial Statements 38

07 SHAREHOLDER & STATUATORY INFORMATION 74

08 CORPORATE DIRECTORY 82

ANNUAL REPORT 2026

|

01

01
DIRECTORS’

PROFILES

REWI BUGO

B.Sc., M.Com

Non‑Executive

Chairman

Rewi Bugo has been a Non

Executive Director of General

Capital Limited since 13 June

2017 and was elected Chairman

of the Board of Directors

following the acquisition of

Corporate Holdings Limited

in August 2018. Mr Bugo is

a graduate of the University

of Canterbury, Christchurch,

where he obtained Master of

Commerce degree in Business

Administration. He has business

experience in several sectors

including property development,

oil and gas services, automotive

importing and distribution,

insurance broking and tourism.

Mr Bugo sits on the Boards

of several private and public

companies in Malaysia

and New Zealand.

GREGORY JAMES

MCom (Hons), CA

Non‑Executive

Independent Director

Greg James is a Senior Partner

of Taxation and Mergers and

Acquisitions at Findex, New

Zealand’s 5th largest accounting

firm. Greg has over 30 years of

tax structuring and consulting

experience and is a member

of Chartered Accountants

Australia and New Zealand. Prior

to joining Findex, Greg worked

for PricewaterhouseCoopers,

including spending 8 years

working in Hong Kong and New

York. During his career, Greg has

worked with numerous listed

and newly listed companies

and has extensive experience

sourcing equity and debt funding

for clients. Greg has a strong

interest in cricket and is currently

a Director of Parnell Cricket Club

and is on the board of Remuera

Parnell Sports Community

Charitable Trust. He is also a

member of China ASEAN and

is a Director of a number of its

group companies.

ANITA KILLEEN

LLB

Non‑Executive

Independent Director

Anita Killeen is a Financial

Services Barrister at Quay

Chambers in Auckland. She has

decision-making experience at

board, executive and statutory

levels and has specialist expertise

in Commercial Mediation. At a

governance level she provides

expertise in audit, risk, regulation

and compliance. Anita also has

certification from MIT Sloan

School of Management in

Cybersecurity Governance for

the Board of Directors. She is the

former Chief Prosecutor of the

Serious Fraud Office and holds

governance roles in the legal,

financial, NZX, local and central

government sectors. Her current

roles include Director of General

Capital Ltd, Director of Public

Trust, Deputy Chair of Ngāi Tai ki

Tāmaki Commercial Investment

Board, Deputy Chair of NetSafe

NZ and Director of UNICEF NZ.

Her previous roles include having

served as Chair of the Auckland

Regional Amenities Funding

Board, Chair of Fertility NZ,

Director of SPCA Auckland and

Domain Name Commission.

BRENT KING

BCom, CA

Managing

Director

Brent King has been the

Managing Director of General

Capital Limited and its

subsidiaries since 3 August

2018. Prior to that date, Mr

King was a Non-Executive

Director since 30 September

2011. He was also the founder

and Managing Director of

the Dorchester Group of

Companies for 17 years until he

resigned in 2005. He holds a

number of public and private

directorships. He has more

than 25 years’ experience in

financial, investment banking,

underwriting, capital raising

and accounting areas and has

assisted a number of public

and private companies

02 | GENERAL CAPITAL

DONALD HATTAWAY
CA, ACG

General Finance Limited Chairman

& Non‑Executive Independent

Director

Don is a member of Chartered

Accountants Australia and New

Zealand (CAANZ) and practised

as a Chartered Accountant

in public practice from 1980

until April 2023. He retired as a

Partner in Price Waterhouse in

1996 and specialised in acting

for small or medium sized

enterprise businesses since then

often fulfilling the role of finance

director for those companies.

Don was the Chairman of listed

banking software technology

company Finzsoft Solutions Ltd.

Don is a previous Chairman of

the Board of Directors of the

Auckland Cricket Association.

He has held a previous public

company directorship with

Cooks Coffee Company Ltd

(previously known as Cooks

Global Foods Ltd) as well as

directorships with a number

of private companies.

GREGORY PEARCE

BCom.

General Finance Limited

Non‑Executive Independent

Director

Greg is a lending and credit

specialist having held roles

with large companies (Telecom

and Air New Zealand) and a

senior role with Dorchester

Finance Limited being General

Manager Lending and Credit.

He subsequently consulted

to receivers in relation to loan

recoveries and in 2017 joined

General Finance as Executive

Director Lending and Credit.

He retired from this role in 2020

and has continued with the

company as an independent

Non-Executive Director.

GEOFF SINCLAIR

B.Com., NZIMDipMgt

General Finance Limited

Non‑Executive Independent

Director

Geoff is a founding Director/

Shareholder of Blackbird

Finance Limited a specialist

trade/asset finance lender to

the wholesale motor vehicle

industry. He also sits on the

board of Japanese owned

Autobridge Limited and has held

a number of senior roles within

the finance sector. After starting

in investment banking/finance

in the late 90’s with Bankers

Trust in London, the majority

of Geoff’s focus has been in

and around the motor vehicle

industry; where he has extensive

experience in import, wholesale,

retail finance, and operations.

Geoff specialises in start-ups

and building on existing business

operations, broad experience

including governance, general

management, marketing,

strategic planning, product

development, lending,

compliance, and credit control.

VIK SINGH

B.Com, Post Grad Dip

Professional Accounting, CA

Chief Financial Officer

Vik joined General Capital in May

2025 as Chief Financial Officer.

Vik is a Chartered Accountant

with extensive global financial

services experience across

New Zealand, Australia and

in the United Kingdom. Vik

commenced his career in

professional services and worked

for Deloitte before migrating to

London. During his seven year

tenure in London, Vik worked

in senior finance roles at HSBC,

global investment management

group M&G Plc, and funds

management group Jupiter.

Prior to joining General Capital,

Vik was a Director in PwC NZ’s

management consulting division

and previously Group Financial

Controller for investment

banking group Jarden.

02

GENERAL

FINANCE

DIRECTORS

& EXECUTIVE

ANNUAL REPORT 2026GENERAL FINANCE DIRECTORS & EXECUTIVE

|

03

03
DIRECTORS’

REPORT

04 | GENERAL CAPITAL

ANNUAL REPORT 2026DIRECTORS’ REPORT
|

05

Net Profit After Tax
(NPAT) for the

General Capital Group was

$2,724,333

for the year ended 31 March 2026.

06 | GENERAL CAPITAL

Financial Performance
YEAR ENDED

31 MAR 2026

YEAR ENDED

31 MAR 2025VARIANCE% 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) PER SHARE*2.97 cps3.09 cps-0.12 cps

‑4%

YEAR ENDED

31 MAR 2026

YEAR ENDED

31 MAR 2025VARIANCE% CHANGE

TOTAL ASSETS$283,728,616$218,184,368$65,544,248

+30%

TOTAL LIABILITIES$252,430,695$188,943,206$63,487,489

+34%

TOTAL EQUITY$31,297,921$29,241,162$2,056,759

+7%

NET TANGIBLE ASSETS (NTA)

PER SHARE*

29.31 cps26.42 cps2.89 cps

+11%

NET ASSETS (NA)

PER SHARE**

34.06 cps31.84 cps2.22 cps

+7%

* Calculated as Net Profit after income tax expense divided by the weighted average number of ordinary shares.

* Calculated as Net Assets less deferred tax, goodwill and other intangible assets divided by the total shares on issue as at balance date.

** Calculated as Net Assets divided by the total shares on issue as at balance date.

The Directors of General Capital Limited are pleased to present

another record result for the year ended 31 March 2026.

The consolidated revenue for the Group was 18% higher than

the previous year, increasing to $26,760,760 and Net Profit After

Tax (NPAT) of $2,724,333 was broadly in line with the prior year.

Consistent with the prior year, these results represent sound

performance for the Group with year-on-year growth and achieving

another record year of financial performance since General Capital

was listed in 2018.

The Group maintained a strong balance sheet with total assets

increasing by a further 30% since March 2025, demonstrating the

Group’s ability to manage its capital during a challenging economic

environment.

Subsidiary Company General Finance Limited has also maintained

its credit rating of BB with a slight uplift from a ‘Stable’ to ‘Positive’

outlook by Equifax on 10 December 2025 which supplements the

outstanding performance of the Group during the financial year.

ANNUAL REPORT 2026DIRECTORS’ REPORT

|

07

Performance
General Finance Limited (GFL), a licensed non-bank deposit taker

and wholly owned subsidiary of General Capital, delivered a solid

financial result for the year ended 31 March 2026, achieving a 15%

increase in net revenue, and a 10% rise in Net Profit After Tax (NPAT).

These results reflect management’s dedication to operational

efficiency, effective cost management and focus on strategic

priorities during challenging economic conditions.

Term deposits rose by 34% during the financial year, while loan

receivables increased 63%, contributing to the Group’s asset growth.

There was also notable growth in other regions outside of Auckland,

including Wellington and Christchurch, representing a greater

geographical and demographic diversity in the investor base. These

results demonstrate GFL’s ability to grow through an uncertain

economic environment.

Dividend Announcement

The Directors are pleased to announce that General Capital Limited

will declare a final dividend of $0.0085 per share to supplement

the half year dividend of $0.0033 per share, bringing the total

dividends per share for FY26 to $0.0118 per share. This reflects the

Group’s strong financial performance and commitment to delivering

shareholder value. The dividend aligns with the policy introduced

at the Annual Shareholder Meeting in July 2025 to allow up to

40% of NPAT to be paid as dividends and underscores the Board’s

confidence in the Group’s growth trajectory and financial resilience.

General Finance Credit Rating

GFL holds a credit rating from Equifax Australasia Credit Rating Pty

Ltd (“Equifax”), which ranges from AAA to C (excluding ratings for

entities in default). General Finance maintained its BB rating during

the period, with the outlook upgraded from ‘Stable’ to ‘Positive’.

Under Equifax’s standards, this “Near Prime” rating indicates a low to

moderate risk level. General Finance is pleased to retain this rating

with an uplift to a positive outlook, which stands as an endorsement

of its stability and performance.

Directors

There were no changes to the Directors for the Group.

08 | GENERAL CAPITAL

FY26
FY25

FY24

FY23

FY22

FY21

FY26

FY25

FY24

FY23

FY22

FY21

252.4

89.4

111.8

58.6

136.5

188.9

FY26

FY25

FY24

FY23

FY22

FY21

31.3

29.2

13.5

24.3

9.5

26.8

283.7

218.2

102.9

136.1

68.2

163.3

General Capital Consolidated Balance Sheet

Equity ($mil)

Total Liabilities ($mil)

Total Assets ($mil)

ANNUAL REPORT 2026DIRECTORS’ REPORT

|

09

0.12
1.89

3.34

3.59

3.94

4.00

($mil)

-

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

FY21 FY22 FY23 FY24 FY25 FY26

General Capital Consolidated Profit Before Tax

General Finance Limited at a glance Year Ended 31 March 2026

18%

REVENUE

INCREASED BY

30%

TOTAL ASSETS

ROSE BY

34%

TERM DEPOSITS

GREW BY

63%

TOTAL LOANS

INCREASED BY

10 | GENERAL CAPITAL

Summary
The Group achieved a solid result for the year ended 31 March 2026,

with revenue up 18% and total assets up 30%, supported by strong

growth in term deposits and loan receivables at GFL. GFL grew its

loan book by 63% despite a challenging and uncertain economic

environment. The Group remains focused on navigating regulatory

changes under the Deposit Takers Act 2023 and sustaining strong

financial performance. The Directors thank our shareholders,

investors, and staff for their continued support.

Acknowledgments

We would like to express our gratitude to our shareholders,

customers, and employees for their continued support and

confidence in General Capital Ltd. We also extend our appreciation

to our fellow Directors and management team for their dedication

and hard work.

Rewi Hamid Bugo — Chairman

Brent Douglas King — Managing Director

ANNUAL REPORT 2026DIRECTORS’ REPORT

|

11

Leadership
New CFO appointed

Strategy

Dividend policy introduced

Recognition

Credit outlook upgraded to Positive

Growth

Loan book +63%

Scale

Assets reach $283.7M

Performance

Revenue +18%

FY26

MILESTONE

JOURNEY

01

Leadership

Strengthened the executive team

with the appointment of a new

Chief Financial Officer.

02

Strategy

Introduced a dividend policy

aligned to long-term growth and

shareholder returns.

03

Recognition

Credit outlook upgraded to Positive,

reflecting confidence in the Group’s

performance and stability.

04

Growth

Expanded the loan book by 63%,

demonstrating strong demand and

disciplined execution.

05

Scale

Total assets increased to $283.7

million, marking another year of

significant growth.

06

Performance

Revenue increased 18%,

delivering another record

year for the Group.

12 | GENERAL CAPITAL

Leadership
New CFO appointed

Strategy

Dividend policy introduced

Recognition

Credit outlook upgraded to Positive

Growth

Loan book +63%

Scale

Assets reach $283.7M

Performance

Revenue +18%

Guided by experience,

FY26 was a year of growth,

resilience and important

milestones across the Group.

ANNUAL REPORT 2026DIRECTORS’ REPORT

|

13

49%
81

54

37%

111

21%

134

10%

148

63%

240

($mil)

50

75

100

125

150

175

200

225

250

FY21 FY22 FY23 FY24 FY25 FY26

01

02

04

05

06

07

03

14

15

12

11

10

09

08

13

52%

88

58

25%

110

23%

135

37%

185

34%

248

($mil)

50

75

100

125

150

175

200

225

250

FY21 FY22 FY23 FY24 FY25 FY26

GENERAL

FINANCE

GROWTH

Gross Property Loan Average growth 36%

Gross Deposit Average growth 34%

14 | GENERAL CAPITAL

49%
81

54

37%

111

21%

134

10%

148

63%

240

($mil)

50

75

100

125

150

175

200

225

250

FY21 FY22 FY23 FY24 FY25 FY26

01

02

04

05

06

07

03

14

15

12

11

10

09

08

13

52%

88

58

25%

110

23%

135

37%

185

34%

248

($mil)

50

75

100

125

150

175

200

225

250

FY21 FY22 FY23 FY24 FY25 FY26

GEOGRAPHICAL

SPREAD OF

DEPOSITS

01NEW PLYMOUTH1%

02OTHER - NORTH ISLAND4%

03GISBORNE1%

04NAPIER2%

05DUNEDIN1%

06INVERCARGILL1%

07QUEENSTOWN1%

08MANAWATU3%

09NELSON4%

10AUCKLAND37%

11WAIKATO10%

12BAY OF PLENTY7%

13WELLINGTON15%

14CANTERBURY9%

15OVERSEAS4%

ANNUAL REPORT 2026DIRECTORS’ REPORT

|

15

04
CORPORATE

GOVERNANCE

STATEMENT

16 | GENERAL CAPITAL

ANNUAL REPORT 2026CORPORATE GOVERNANCE STATEMENT
|

17

The Board of Directors (“Board”) and management of General
Capital Limited (“the Company”) are committed to ensuring that

the Company adheres to best practice governance principles

where practical and maintains the highest ethical standards. The

Board regularly reviews and assesses the Company’s governance

structures to ensure, where practical, that they are consistent, both

in form and in substance, with best practice.

Key governance documents that have been adopted by the Company

are published on the Company’s website at www.gencap.co.nz/

corporate-governance.

The Board framework and governance practices for the year ended

31 March 2026 was largely compliant with the requirements of the

NZX Code. The Governance Code contains eight (8) principles and

various recommendations for each principle. The Board has reported

on the Company’s compliance with each of the recommendations

which are included below.

The Board is reporting against the revised NZX Corporate

Governance Code dated 31 March 2026, which can be found on the

NZX website at: www.nzx.com/regulation/nzx-rules-guidance/nzx-

listing-rules.

Principle 1 —

Ethical Standards

“ Directors should set high standards of ethical behaviour,

model this behaviour and hold management accountable for

these standards being followed throughout the organisation.”

RECOMMENDATION 1.1

The board should document minimum standards of ethical

behaviour to which the issuer’s directors and employees are

expected to adhere (a code of ethics).

The code of ethics and where to find it should be communicated

to the issuer’s employees. Training should be provided regularly.

The standards may be contained in a single policy document or

more than one policy.

The code of ethics should outline internal reporting procedures for

any breach of ethics, and describe the issuer’s expectations about

behaviour, namely that every director and employee:

(a) acts honestly and with personal integrity in all actions;

(b) declares conflicts of interest and proactively advises of any

potential conflicts;

(c) undertakes proper receipt and use of corporate information,

assets and property;

(d) in the case of directors, gives proper attention to the matters

before them;

(e) acts honestly and in the best interests of the issuer,

shareholders and stakeholders and as required by law;

(f) adheres to any procedures around giving and receiving gifts

(for example, where gifts are given that are of value in order to

influence employees and directors, such gifts should not be

accepted);

(g) adheres to any procedures about whistle blowing (for example,

where actions of a whistle blower have complied with the

issuer’s procedures, an issuer should protect and support them,

whether or not action is taken); and

(h) manages breaches of the code

Compliance with recommendations during the year ended

31 March 2026:

The Board has a strong belief that ethical behaviour is paramount

to good corporate governance and underpins the reputation of the

Company. As such, the ethical principles that were applied by the

Board (and required of Management and employees) were in line

with the recommendations above. Directors have carried out formal

and informal training.

The Group’s code of ethics complies with the recommendation in full.

Employees are required to read the code of ethics. The code of ethics

has been published on the Company’s website at

www.gencap.co.nz/corporate-governance.

RECOMMENDATION 1.2

An issuer should have a financial product dealing policy which

extends to employees and directors.

Compliance with recommendations during the year ended

31 March 2026:

The Board has a financial products trading policy in place for

employees and directors. This policy requires prior approval of all

transactions in General Capital Limited quoted securities and other

restricted securities, specifies blackout periods for trading and

defines prohibited trading.

The financial products trading policy is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

Principle 2 –

Board Composition

& Performance

“ To ensure an effective board, there should be a balance

of independence, skills, knowledge, experience and

perspectives.”

Board Composition

Board members who have a wide range of business, technical

and financial background lead the Company. In November 2021

the Board adopted a board skills matrix to assist in maintaining a

balance ensuring it has a balance of independence, skills, knowledge,

experience and perspectives. The Board believes it complies with the

recommendation.

The Board is responsible and accountable to shareholders and other

stakeholders for the Company’s performance and its compliance with

applicable laws and standards.

Directors

As at 31 March 2026 the Board of Directors comprised four Directors,

three of which are Non-Executive Directors (Rewi Hamid Bugo

(Chairman), Gregory Stephen James, and Anita Maria Killeen) and

one Executive Director (Brent Douglas King).

Gregory Stephen James and Anita Maria Killeen are Independent

Directors of the Company.

Gregory Stephen James was appointed as a Director effective from

28 September 2022. The Board determined that there were no

particular circumstances that would materially interfere with his

ability to exercise independent judgement and he was assessed as

an independent Director of the Company.

18 | GENERAL CAPITAL

Anita Maria Killeen was appointed as a Director effective from
1 February 2024. The Board determined that there were no particular

circumstances that would materially interfere with her ability to

exercise independent judgement and she was assessed as an

independent Director of the Company.

By virtue of the extent of his significant product holding, Rewi Hamid

Bugo has not been assessed as an Independent Director of the

Company due to shares held directly or indirectly in the Company.

As an executive and due to his significant product holding in the

Company, Brent Douglas King has also been assessed as a Non-

Independent Director of the Company.

Refer to the Directors’ Profiles section of this Annual Report for

further details.

There were no Director resignations during the financial year.

Board and Committee Meetings

The Company’s Board meetings are conducted in accordance with

proper process. This enables the Board to peruse any board papers

and review any issues to be deliberated at the Board meeting to

enable Directors to make informed decisions. A total of seven Board

Meetings were held during the financial year under review. The Audit

Committee met five times. Board and Audit Committee attendance

has been recorded as follows:

Board

Members

BoardAudit

Committee

Rewi Hamid Bugo (Chairman)65

Brent Douglas King7N/A

Gregory Stephen James75

Anita Maria Killeen75

Anita Killeen was appointed to the Audit Committee in October 2024.

The Board also met whenever necessary to deal with specific matters

needing attention between scheduled meetings.

The gender balance of the Group’s Directors and officers was as

follows:

as at 31 March 2026as at 31 March 2025

DirectorsOfficers*DirectorsOfficers*

Female1121

Male3232

Total4353

*Officers excludes any Directors of the Company.

RECOMMENDATION 2.1

The board of an issuer should operate under a written charter

which sets out the roles and responsibilities of the board.

The board charter should clearly distinguish and disclose the

respective roles and responsibilities of the board and management.

Compliance with recommendations during the year ended

31 March 2026:

The Board has had in place throughout the year a written Board

Charter which sets out the roles and responsibilities of the Board and

management and complies with the recommendation in full.

The Board Charter has been published on the Company’s website at

www.gencap.co.nz/corporate-governance.

RECOMMENDATION 2.2

Every issuer should have a procedure for the nomination and

appointment of directors to the board.

Compliance with recommendations during the year ended 31

March 2026:

The Company’s nomination procedure is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

The Board follows the requirements of the NZX Rules as well as

the commentary in the NZX Corporate Governance Code and the

requirements of its nomination procedure. In November 2021 the

Board also adopted a board skills matrix to assist when selecting

new Directors.

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly

appointed director establishing the terms of their appointment.

There was no director appointment during the year ended

31 March 2026.

Compliance with recommendations during the year ended

31 March 2026:

The Company’s nomination procedure sets out the form of

agreement to be used. The Company’s Board Policies and

Procedures document is published on the Company’s website at

www.gencap.co.nz/corporate-governance. Written agreements

have been entered into in accordance with the procedure with all

Directors appointed during the year.

RECOMMENDATION 2.4

Every issuer should disclose information about each director in its

annual report or on its website, including:

(a) a profile of experience, length of service, and ownership

interests.

(b) the director attendance at board meetings; and

(c) the board’s assessment of the director’s independence,

including a description as to why the board has determined the

director to be independent if one of the factors listed in table 2.4

applies to the director, along with a description of the interest,

relationship or position that triggers the application of the

relevant factor.

Compliance with recommendations during the year ended

31 March 2026:

All of the information detailed in the recommendation is included

in the Annual Report and can be found in the Directors Profiles,

Corporate Governance Statement (Principle 2) and Shareholder

and Statutory Information sections.

ANNUAL REPORT 2026CORPORATE GOVERNANCE STATEMENT | 19

RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes

requirements for the board or a relevant committee of the board

to set measurable objectives for achieving diversity (which, at a

minimum, should address gender diversity) and to assess annually

both the objectives and the entity’s progress in achieving them.

An issuer within the S&P/NZX 20 Index at the commencement of its

reporting period should have a measurable objective for achieving

gender diversity in relation to the composition of its board, that is

to have not less than 30% of its directors being male and not less

than 30% of its directors being female, within a specified period.

An issuer should disclose its diversity policy or a summary of it.

Compliance with recommendations during the year ended

31 March 2026:

The Board recognises the wide-ranging benefits that diversity brings

to an organisation.

The Company’s diversity policy is included in the Company’s Board

Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

The Board has set gender diversity targets to have a minimum of 30%

female Directors and 30% female management.

The gender composition of the Company’s Directors and officers

is included above. As at 31 March 2026 25% of Directors and 25%

of Management are female. The composition of female officers has

subsequently increased to 40% following the appointment of a new

Corporate Counsel and Company Secretary.

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current

on how to best perform their duties as directors of an issuer.

Compliance with recommendations during the year ended

31 March 2026:

The Company’s Board understands their obligations as Directors

of a publicly listed Company and undertake training when necessary

to remain current on how to best perform their duties. In November

2021 the Board adopted a Board skills matrix to assess training and

development needs and have reviewed this during the year to

31 March 2026.

RECOMMENDATION 2.7

The board should have a procedure to regularly assess director,

board and committee performance.

Compliance with recommendations during the year ended

31 March 2026:

Director and Board performance is considered crucial to the success

of the Group. The Board has a procedure for assessing Director,

Board and committee performance which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 2.8

A majority of the board should be independent directors.

Compliance with recommendations during the year ended

31 March 2026:

As detailed in the Board Composition section above, as at 31 March

2026, two of the four Directors have been identified as Independent

Directors of the Company, and one of the Non-Independent

Directors, have been identified as Non-Executive.

The Board continues to assess the Board composition on

a regular basis.

The Board considers that the composition of the Board during

the financial year ended 31 March 2026 was satisfactory to make

decisions in the best interests of the entity and its shareholders.

In addition to this, the Board charter provides the opportunity for

Non-Executive Directors to regularly confer without Executive

Directors or other Senior Executives present. Any Directors who

are conflicted on certain matters are unable to participate in the

decisions made in relation to those matters.

RECOMMENDATION 2.9

An issuer should have an independent chair of the board.

Compliance with recommendations during the year ended

31 March 2026:

The Chair of the Board, Rewi Hamid Bugo, has been assessed as

a Non-Independent Director. Whilst this does not meet the Code

recommendation, the Board believes that the current Chair continues

to contribute to a culture of openness and constructive challenge

that allows for diversity of views to be considered by the Board.

RECOMMENDATION 2.10

The chair and the CEO should be different people.

Compliance with recommendations during the year ended

31 March 2026:

The Chair and the CEO roles were held by different individuals.

Principle 3 –

Board Committees

“ The board should use committees where this will enhance

its effectiveness in key areas, while still retaining board

responsibility.”

RECOMMENDATION 3.1

An issuer’s audit committee should operate under a written

charter. Membership on the audit committee should be majority

independent and comprise solely of non‑executive directors of the

issuer. The chair of the audit committee should be an independent

director and not the chair of the board.

Compliance with recommendation during the year ended

31 March 2026:

General Capital Limited has an Audit Committee which as at

31 March 2026 comprised the following Non-Executive Directors.

Gregory Stephen James (Chair of the Audit Committee, Independent

Director)

Anita Maria Killeen (Independent Director)

Rewi Hamid Bugo (Non-Executive Director)

The Audit Committee operates under a written charter, and its

responsibilities include the following:

1. Ensuring that processes are in place and monitoring those

processes so that the board is properly and regularly informed

and updated on corporate financial matters;

2. Recommending the appointment and removal of the

independent auditor;

3. Meeting regularly to monitor and review the independent and

internal auditing practices;

20 | GENERAL CAPITAL

4. Having direct communication with and unrestricted access to the
independent auditor and any internal auditors or accountants;

5. Reviewing the financial reports and advising all Directors whether

they comply with the appropriate laws and regulations; and

6. Ensuring that the Key Audit Partner is changed at least every

5 years.

The Audit Committee comprises a majority of Independent Directors

and no Executive Directors. Gregory Stephen James has a financial

background in accordance with the requirements of NZX Listing

Rule 2.13.1.

The Company’s Audit Committee Charter has been published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 3.2

Employees should only attend audit committee meetings at the

invitation of the audit committee.

Compliance with recommendation during the year ended

31 March 2026:

Non-Committee members, including employees, only attend Audit

Committee meetings at the invitation of the Chair of the Audit

Committee.

RECOMMENDATION 3.3

An issuer should have a remuneration committee which operates

under a written charter (unless this is carried out by the whole

board). At least a majority of the remuneration committee should

be Independent Directors. Management should only attend

Remuneration Committee meetings at the invitation of the

Remuneration Committee.

Compliance with recommendations during the year ended

31 March 2026:

The Board has a Remuneration Committee. Employees only attended

meetings at the invitation of the Board. The responsibilities of the

Remuneration Committee include recommending remuneration

packages for Directors for consideration by shareholders and to

approve Managing Director and Senior Management remuneration.

A Remuneration Committee meeting was held on 30 March 2026 and

the majority of the Committee members are Independent Directors.

As at 31 March 2026, the Remuneration Committee comprised the

following Non-Executive Directors:

Gregory Stephen James (Chair of the Remuneration Committee,

Independent Director)

Donald Hattaway (Independent Director, Chairman of General

Finance Limited)

Rewi Hamid Bugo (Non-Executive Director)

The Company’s remuneration policy is included in the Company’s

Board Policies and Procedures document and the Remuneration

Charter is published on the Company’s website at www.gencap.

co.nz/corporate-governance.

RECOMMENDATION 3.4

An issuer should establish a nomination committee to recommend

director appointments to the board (unless this is carried out by

the whole board) should operate under a written charter. At least

a majority of the nomination committee should be independent

directors.

Compliance with recommendation during the year ended

31 March 2026:

Nomination committee responsibilities were dealt with by the full

Board during the year ended 31 March 2026.

The Company’s nomination procedure is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 3.5

An issuer should consider whether it is appropriate to have

any other board committees as standing board committees. All

committees should operate under written charters. An issuer

should identify the members of each of its committees, and

periodically report member attendance.

Compliance with recommendations during the year ended

31 March 2026:

Given the size and scale of the Company’s business and the

resources available, the Board has not considered it necessary to

have any other Board committees during the year. The Board will

review this periodically.

RECOMMENDATION 3.6

The board should establish appropriate protocols that set out the

procedure to be followed if there is a takeover offer for the issuer

including any communication between insiders and the bidder.

It should disclose the scope of independent advisory reports

to shareholders. These protocols should include the option of

establishing an independent takeover committee, and the likely

composition and implementation of an independent takeover

committee.

Compliance with recommendation during the year ended 31

March 2026:

The Company has a written takeover response procedure approved

by the Board.

Principle 4 –

Reporting & Disclosure

“ The board should demand integrity in financial and non-

financial reporting, and in the timeliness and balance of

corporate disclosures.”

RECOMMENDATION 4.1

An issuer’s board should have a written continuous disclosure

policy.

Compliance with recommendations during the year ended

31 March 2026:

The Company’s Board is committed to keeping investors and the

market informed of all material information about the Company and

its performance in line with the NZX listing rules and has done so

throughout the period.

The Company’s continuous disclosure policy is included in the

Company’s Board Policies and Procedures document which

is published on the Company’s website at www.gencap.co.nz/

corporate-governance.

ANNUAL REPORT 2026CORPORATE GOVERNANCE STATEMENT | 21

RECOMMENDATION 4.2
An issuer should make its code of ethics, board and committee

charters and the policies recommended in the NZX Code, together

with any other key governance documents, available on its website.

Compliance with recommendations during the year ended

31 March 2026:

Key governance documents that have been adopted by the Company

are published on the Company’s website at www.gencap.co.nz/

corporate-governance.

RECOMMENDATION 4.3

Financial reporting should be balanced, clear and objective.

Compliance with recommendations during the year ended

31 March 2026:

The Board is responsible for ensuring that the financial statements

give a true and fair view of the financial position of the Group

and have been prepared using appropriate accounting policies,

consistently applied and supported by reasonable judgements

and estimates and for ensuring all relevant financial reporting and

accounting standards have been followed.

For the financial year ended 31 March 2026, the Directors believe

that proper accounting records have been kept which enable, with

reasonable accuracy, the determination of the financial position of

the Company and the Group and facilitate compliance of the financial

statements with the Financial Reporting Act 2014.

The Managing Director and Chief Financial Officer have confirmed in

writing to the Board that the Company’s financial reports present a

true and fair view in all material aspects.

RECOMMENDATION 4.4

An issuer should provide non-financial disclosure at least annually,

including considering material exposure to 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.

Compliance with recommendations during the year ended

31 March 2026:

Due to its nature and size the Company did not provide non-financial

disclosure during the financial year ending 31 March 2026. The

Company continues to assess how and to what extent it should

report on non-financial information such as environmental, social

and governance matters (ESG) as it grows.

Principle 5 –

Remuneration

“ The remuneration of directors and executives should be

transparent, fair and reasonable.”

RECOMMENDATION 5.1

An issuer should have a remuneration policy for the remuneration

of directors. An issuer should recommend director remuneration

packages to shareholders for approval in a transparent manner.

Actual director remuneration should be clearly disclosed in the

issuer’s annual report.

Compliance with recommendation during the year ended

31 March 2026:

The Company’s remuneration policy which covers Directors is

included in the Company’s Board Policies and Procedures document

which is published on the Company’s website at www.gencap.co.nz/

corporate-governance.

Actual Director remuneration is disclosed in the Shareholder and

Statutory Information section of this Annual Report.

RECOMMENDATION 5.2

An issuer should have a remuneration policy for remuneration of

executives which outlines the relative weightings of remuneration

components and relevant performance criteria.

Compliance with recommendations during the year ended

31 March 2026:

Remuneration of executives has been determined in line with the

process noted under recommendation 3.3 above and in accordance

with the Company’s remuneration policy.

The Company’s remuneration policy is included in the Company’s

Board Policies and Procedures document which is published on the

Company’s website at www.gencap.co.nz/corporate-governance.

RECOMMENDATION 5.3

An issuer should disclose the remuneration arrangements in place

for the CEO in its annual report. This should include disclosure of

the base salary, short-term incentives and long-term incentives

and the performance criteria used to determine performance‑

based payments.

Compliance with recommendations during the year ended

31 March 2026:

Information in relation to the remuneration arrangements in place

for Brent Douglas King (Managing Director) is included in the

Shareholder and Statutory Information section of this Annual Report.

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.”

RECOMMENDATION 6.1

An issuer should have a risk management framework for its

business and the issuer’s board should receive and review regular

reports. An issuer should report on material risks facing the

business and how these are being managed.

22 | GENERAL CAPITAL

(c) to address what, if any, services (whether by type or level) other
than their statutory audit roles may be provided by the auditors

to the issuer; and

(d) to provide for the monitoring and approval by the issuer’s audit

committee of any service provided by the external auditors to

the issuer other than in their statutory audit role.

Compliance with recommendations during the year ended

31 March 2026:

In accordance with the Company’s Board charter and Audit

Committee charter, the Board in conjunction with the Audit

Committee were responsible for oversight of and communication

with the external auditor and reviewed the quality and cost of the

audit undertaken by the Company’s external auditor. The Board in

conjunction with the Audit Committee also assesses the auditor’s

independence on an annual basis.

For the financial year ended 31 March 2026, Grant Thornton New

Zealand Audit Limited was the external auditor for the Company.

The statutory audit services are fully separated from non-audit

services to ensure that appropriate independence is maintained.

The amount of fees paid for audit and other services is identified in

note 15 in the notes to the consolidated financial statements.

Grant Thornton New Zealand Audit Limited has provided the Board

with written confirmation that, in their view, they were able to operate

independently during the year.

RECOMMENDATION 7.2

The external auditor should attend the issuer’s Annual Meeting to

answer questions from shareholders in relation to the audit.

Compliance with recommendations during the year ended

31 March 2026:

Grant Thornton New Zealand Audit Limited is invited to attend

the annual meeting, and the lead audit partner is expected to be

available to answer questions from shareholders at that meeting.

Grant Thornton New Zealand Audit Limited attended the annual

shareholder meetings in prior years and will also attend the annual

meeting in 2026.

RECOMMENDATION 7.3

Internal audit functions should be disclosed.

Compliance with recommendations during the year ended

31 March 2026:

The Group has internal controls in place including monitoring and

checking that internal controls are operating effectively. Due to

its current size, the Board believes that it was uneconomic and

unnecessary for the Company to have a dedicated internal auditor

role during the period. To enhance the internal control environment,

the Board has subsequently appointed an internal auditor.

Compliance with recommendations during the year ended

31 March 2026:

The Group is committed to proactively managing risk and this has

been the responsibility of the entire Board with the assistance of

the Audit Committee during the period. The Board delegates day

to day management of risks to the Managing Director, CFO and the

Corporate Counsel. The executive team and senior management are

required to regularly identify the major risks affecting the business

and develop structures, practices and processes to manage and

monitor these risks and report regularly to the Audit Committee

and Board.

The Company’s Risk Management and Compliance framework

has been reviewed and approved by the Board in the year ended

31 March 2026. The Risk Management Programme includes a

Risk Management Plan, Group Risk Register and a Compliance

Obligations Register. The Programme is further supported by a

number of policies focusing on various key risks for the Group

including credit, liquidity, operational and market risk.

The Group also maintains insurance policies that it considers

adequate to meet its insurable risks.

RECOMMENDATION 6.2

An issuer should disclose how it manages its health and safety risks

and should report on its health and safety risks, performance and

management.

Compliance with recommendations during the year ended

31 March 2026:

The Group operates with a small number of employees in a relatively

low-health and safety risk office environment. Despite this, the

Board recognises that effective management of health and safety is

essential for the operation of a successful business, and endeavours

to prevent harm and promote wellbeing for employees, contractors

and customers.

The Board is responsible for ensuring that the systems used to

identify and manage health and safety risks are fit for purpose,

being effectively implemented, regularly reviewed and continuously

improved. All new incidents, near misses, or hazards identified are

reported to the Board by the Health and Safety Officer.

Principle 7 –

Auditors

“ The board should ensure the quality and independence of the

external audit process.”

RECOMMENDATION 7.1

The board should establish a framework for the issuer’s relationship

with its external auditors. This should include procedures:

(a) for sustaining communication with the issuer’s external

auditors;

(b) to ensure that the ability of the external auditors to carry out

their statutory audit role is not impaired or could reasonably be

perceived to be impaired;

ANNUAL REPORT 2026CORPORATE GOVERNANCE STATEMENT | 23

RECOMMENDATION 8.5
The board should ensure that the notices of annual or special

meetings of quoted equity security holders are posted on the

issuer’s website as soon as possible and at least 20 working days

prior to the meeting.

Compliance with recommendation during the year ended

31 March 2026:

The Board encourages shareholder participation in meetings and

understands that shareholders need sufficient time to consider

information prior to meetings. The notice of the 2026 annual meeting

and extraordinary meeting will be posted on the Company’s website

more than 20 working days prior to the meeting, as done for the prior

year meetings.

Principle 8 –

Shareholder Rights & Relations

“ The board should respect the rights of shareholders and

foster constructive relationships with shareholders that

encourage them to engage with the issuer.”

RECOMMENDATION 8.1

An issuer should have a website where investors and interested

shareholders can access financial and operational information and

key corporate governance information about the issuer.

Compliance with recommendations during the year ended

31 March 2026:

Financial statements, NZX announcements and Directors’ profiles

are included on the website at www.gencap.co.nz. Key governance

documents that have been adopted by the Company are published

on the Company’s website at www.gencap.co.nz/corporate-

governance.

RECOMMENDATION 8.2

An issuer should allow investors the ability to easily communicate

with the issuer, including by designing its shareholder meeting

arrangements to encourage shareholder participation and by

providing shareholders the option to receive communications from

the issuer electronically.

Compliance with recommendations during the year ended

31 March 2026:

The Company has opted for a traditional, in-person annual

shareholder meeting for 2026, keeping it consistent with prior

years. The Board will continue to assess whether to use a hybrid

meeting format in the future taking into account shareholder

feedback. All shareholders are given the option to receive electronic

communications from the Company.

RECOMMENDATION 8.3

Quoted equity security holders should have the right to vote on

major decisions which may change the nature of the company in

which they are invested in.

Compliance with recommendations during the year ended

31 March 2026:

Shareholders have been given the right to vote on all major decisions

in line with the NZX Rules during the year ended 31 March 2026.

RECOMMENDATION 8.4

If seeking additional equity capital, issuers of quoted equity

securities should offer further equity security holders of the same

class on a pro rata basis and on no less favourable terms, before

further equity securities are offered to other investors.

Compliance with recommendations during the year ended

31 March 2026:

During the year ended 31 March 2026 no capital raising activities

were undertaken.

Should the Directors of the Company seek additional capital raising in

the future they will consider whether the offer will be extended to all

shareholders at that time.

24 | GENERAL CAPITAL

ANNUAL REPORT 2026CORPORATE GOVERNANCE STATEMENT | 25

05
INDEPENDENT

AUDITORS’

REPORT

26 | GENERAL CAPITAL

ANNUAL REPORT 2026INDEPENDENT AUDITORS’ REPORT
|

27

Grant Thornton New Zealand Audit Limited
Level 4, Grant Thornton House

152 Fanshawe Street

Auckland Central

Auckland 1010


T +64 9 308 2570

www.grantthornton.co.nz




Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide

services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and

the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and

its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer

to Grant Thornton New Zealand Limited and its New Zealand related entities.












To the Shareholders of General Capital Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position

of General Capital Limited as at 31 March 2026, and its consolidated financial performance and consolidated cash flows for

the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)

issued by the New Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International

Accounting Standards Board.

Basis for Opinion

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

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. 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 and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor and the provision of other assurance services, we have no relationship with, or interests

in, the Group.

Key Audit Matters

Independent Auditor’s Report


28 | Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd.

We have audited the consolidated financial statements of General Capital Limited (the “Company”) and its subsidiaries (the

“Group ”) on pages 34 to 73 which comprise the consolidated statement of financial position as at 31 March 2026, and the

consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of

cashflows for the year then ended, and notes to the consolidated financial statements, including material accounting policy

information.

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

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

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

on these matters.




Why the audit matter is significant How our audit addressed the key audit matter

Allowance for impairment losses from loan

receivables

The allowance for impairment losses from loan

receivables to customers amounts to $ 600,771 in the

consolidated financial statements as at 31 March 2026.

The assessment of the allowance for impairment losses

(expected credit losses) is complex and requires

significant judgement and estimation. Key areas of

judgment included the identification of loans with an

increase in credit risk and assumptions used in the credit

loss model, for both the 12-month and lifetime expected

credit losses.

This was a key audit matter due to the significance of the

judgements and estimates applied in determining the

allowance for impairment losses from loan receivables in

the consolidated financial statements.

The principles for determining the allowance for

impairment losses from loan receivables are described in

Note 4.1 and the review of the allowance for impairment

losses is disclosed in Note 6 of the consolidated financial

statements.

We have:

• For the collective provisioning model, we:

• We assessed the appropriateness of the Group

disclosures in the consolidated financial statements

against the requirements of the accounting standards.




Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd. | 29

• Obtained an understanding of the lending processes and

controls and models used to determine the allowance for

impairment losses from loan receivables, including event

identification, collateral valuation and how management’s

estimates and judgements are determined.

• For a selection of loans issued by the Group , we

inspected the loan agreement and other available

information that formed part of management’s loan

approval process (such as credit scores and security

details), and reviewed management’s approval process

controls, to determine whether loans were appropriately

approved and that the information available supported

any conclusions reached about the expected credit loss

at that point.

• We identified loans for which we believed there may be

indicators of impairment. We considered management’s

conclusions regarding impairment for each of these loans

individually.

• For each significant identified loan with indicators of

impairment, we tested whether there was adequate

security against each loan advanced in order to recover

the outstanding balance. Where provided, we considered

the adequacy of third-party valuations, and also verified

any prior ranking securities to independent sources.

(a) Recalculated the provision based on the input factors

identified by management as part of the expected
credit loss methodology; and

(b) Assessed the calculation of the expected credit losses

model against the requirements of NZ IFRS 9

Financial Instruments for the recognition and

measurement of 12-month and lifetime expected

credit losses on financial assets; and

(c) Assessed the judgements made by management

regarding the assumptions used for the expected

credit loss methodology, including challenging the

appropriateness of current and future external

factors.




Why the audit matter is significant How our audit addressed the key audit matter

Impairment assessment of goodwill

The Group is carrying a goodwill balance of $ 3, 612,827

in the consolidated financial statements as at 31 March

2026.

This matter was considered to be a key audit matter as:

• annual impairment tests involve complex and

subjective estimation and judgement by

Management on the future performance of the

associated Cash Generating Units (CGU ’s),

discount rates applied to the future cashflow

forecasts and future market and economic

conditions. Change in assumptions and the

methodology applied may have a material impact

on the measurement of the impairment of goodwill.

Management has completed the annual impairment test

for each CGU as at 31 March 2026, and the

measurement of the CGU ’s recoverable amount includes

the assessment and calculation of its ‘value-in-use’.

The principles for determining and analysing the

impairment of goodwill are described in Note 4.2 and the

review of the accumulated impairment is disclosed in

Note 1 0 of the consolidated financial statements.

We have:


Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

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

Report but does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the

consolidated financial statements does not cover the other information and we do not express any form of audit opinion or

assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,

based on the work we have performed, 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.

30 | Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd.

• Obtained an understanding of the Group’s internal

controls relevant to the accounting estimates used to

determine the recoverable value of the relevant CGU ’s

and assessed for reasonableness.

• Evaluat ed Management’s determination of the associated

CGU ’s based on our understanding of the nature of the

Group’s business and the economic environment in

which the Group operates.

• Challenged Management’s assumptions and estimates

used to determine the recoverable value of the

associated CGU ’s, including those relating to forecasted

revenue, expenditure and discount rates applied.

• Evaluat ed the logic of the value-in-use calculations

supporting Management’s annual impairment test and

testing the mathematical accuracy of these calculations.

• Evaluat ed Management’s process regarding the

preparation and review of forecast financial statements

(statement of financial position, statement of

comprehensive income, and cash flow statement),

including comparing forecasts to Board approved

forecasts, and evaluating the historical accuracy of the

Group’s forecasting to actual historical performance.

• Engaged our own internal valuation experts to evaluate

the logic of the value-in-use calculations and the inputs

to the calculation of the discount rates applied, including

evaluating the key inputs and any underlying assumptions

with a view to identifying Management bias.
• Perform ed our own sensitivity analyses for reasonably

possible changes in key assumptions, the two main

assumptions being: the discount rate and forecast growth

assumptions.

• Evaluat ed the related disclosures (including the

accounting policies and accounting estimates) around

goodwill, which are included in the Group’s consolidated

financial statements.

Directors’ responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board and IFRS Accounting Standards issued by the International Accounting Standards

Board, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group fo r 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 unles s the Director s either int end to liquidate the Gr oup or to ceas e operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the Audit of the Consolidated 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 it is not a guarantee that an audit conducted in accordance with ISAs (NZ) 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 reas onably be expected to influence the economic decisions of users tak en on the basis of these

consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is located on the

External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report -1/

Restriction on use of our report

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

state to the Company’s shareholders, as a body, 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 its shareholders, as

a body, for our audit work, for this report or for the opinion we have formed.

Grant Thornton Ne w Zealand Audit Limited

Ryan Campbell

Partner

Auckland

22 June 2026

Chartered Accountants and Business Advisers Member of Grant Thornton International Ltd. | 31

06
CONSOLIDATED

FINANCIAL

STATEMENTS

32 | GENERAL CAPITAL

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS
|

33

NOTE20262025 RESTATED
$$

Interest income

924,793,21621,536,757

Interest expense

9(15,177,669)(12,657,171)

Net interest income

9,615,5478,879,586

Fee and commission income

91,368,136870,151

Fee and commission expense

9(7,787)(19,735)

Net fee and commission income

1,360,349850,416

Revenue from contracts with customers

9516,607162,179

Cost of sales

9(8,157)(18,103)

Gross profit from contracts with customers

508,450144,076

Other income

982,80163,063

Gross Profit

11,567,1479,937,141

Increase in allowance for expected credit losses

(576,394)(428,615)

Personnel expenses

(2,790,991)(1,999,157)

Occupancy expenses

(168,749)(141,191)

Depreciation

(17,061)(13,241)

Amortisation and impairment of intangible assets

10(492,527)(72,306)

Loss on sale of asset

-(50,000)

Other operating expenses

15(3,526,050)(3,295,758)

Total operating expenses

(7,571,772)(6,000,268)

Profit before income tax expense

3,995,3753,936,873

Income tax expense

16(1,271,042)(1,131,073)

Net profit after income tax expense

2,724,3332,805,800

Other comprehensive income

Items that will not be reclassified to profit or loss

Changes in the fair value of equity investments at fair value

through other comprehensive income

12(b)29,217(126,624)

Income tax on these items

--

Other comprehensive income (loss) for the year, net of tax

29,217(126,624)

Total comprehensive income

2,753,5502,679,176

Earnings per share (cents per share)

132.973.09

Diluted earnings per share (cents per share)

132.973.09

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2026

34 | GENERAL CAPITAL

NOTE20262025
$$

Equity

Share capital

12(a)21,817,77121,811,606

Accumulated earnings

9,480,1507,704,556

Reserves

12(b)-(275,000)

Total equity

31,297,92129,241,162

Assets

Cash and cash equivalents

522,822,00635,991,256

Accounts receivables

34,66523,178

Related party receivables

1867,809102,393

Other current assets

487,590510,629

Bank deposits

513,006,72925,042,836

Loan receivables

6242,507,633151,101,609

Property, plant and equipment

430,398436,175

Deferred tax asset

16.254,143153,105

Intangible assets and goodwill

104,317,6434,823,187

Total assets

283,728,616218,184,368

Liabilities

Accounts payable and other payables

3,932,4013,671,025

Related party payables

1831,0245,959

Term deposits

7248,020,699184,680,424

Income tax payable

446,571369,720

Deferred tax liabilities

16.2-216,078

Total liabilities

252,430,695188,943,206

Net assets

31,297,92129,241,162

The accompanying notes are an integral part of these consolidated financial statements

Rewi Hamid Bugo — Chairman

Brent Douglas King — Managing Director

The financial statements are signed on behalf of the Board.

Authorised for issue on: 22-Jun-2026

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 35

NOTESHARE
CAPITAL

RESERVESACCUMULATED

EARNINGS

TOTAL EQUITY

$$$$

Balance at 31 March 2024

21,561,120(130,768)5,381,06426,811,416

Profit for the year

--2,805,8002,805,800

Other comprehensive income for the year

12(b)-(126,624)-(126,624)

Total comprehensive income for the year

-(126,624)2,805,8002,679,176

Transfer fair value reserve to retained earning for FVTOCI

14-(17,608)17,608-

Transactions with owners in their capacity as owners:

Contributions of equity net of transaction costs

250,486--250,486

Dividend paid

--(499,916)(499,916)

Balance at 31 March 2025

21,811,606(275,000)7,704,55629,241,162

Profit for the year

--2,724,3332,724,333

Other comprehensive income for the year

-29,217-29,217

Total comprehensive income for the year

-29,2172,724,3332,753,550

Transfer fair value reserve to retained earning for FVTOCI

12(b)-245,783(245,783)-

Transactions with owners in their capacity as owners:

Contributions of equity net of transaction costs

12(a)6,165--6,165

Dividend paid

--(702,956)(702,956)

Balance at 31 March 2026

21,817,771-9,480,15031,297,921

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2026

36 | GENERAL CAPITAL

NOTE20262025 RESTATED
$$

Cash flow from operating activities

Interest received

25,666,402 22,431,262

Receipts from customers

1,209,392464,912

Other income

75,36158,877

Payments to suppliers and employees

(6,193,922)(2,680,182)

Interest paid

(15,275,423)(11,557,767)

Income tax paid

(1,311,307)(876,814)

Net cash flows from operating activities before changes in operating assets

and liabilities

4,170,5037,840,288

Term deposits (net receipts)

63,243,432 48,432,344

Loan receivables (net advances)

(92,005,385)(14,887,482)

Net cash (used in) / provided by operating activities

17(24,591,450)41,385,150

Cash flow from investing activities

Purchase of property, plant and equipment

(11,284)(467,509)

Acquisition of subsidiaries (net of cash acquired)

-(7,401,297)

Net maturity from / (investment in) bank deposits

12,036,107(12,328,245)

Investment in equities

29,218-

Net cash provided by / (used in) investing activities

12,054,041(20,197,051)

Cash flow from financing activities

Issue of ordinary shares

71,115-

Dividends paid

(702,956)(499,916)

Net cash used in financing activities

(631,841)(499,916)

Reconciliation of cash and cash equivalents

Cash and cash equivalents at the beginning of the reporting year

35,991,25615,303,073

Net (decrease) / increase in cash and cash equivalents held during the reporting year

(13,169,250)20,688,183

Cash and cash equivalents at the end of the reporting year

522,822,00635,991,256

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CASHFLOWS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 37

NOTE 1: REPORTING ENTITY
General Capital Limited (“the Company”) is incorporated and domiciled in New Zealand. General Capital Limited is registered

under the Companies Act 1993.

General Capital Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of General Capital Limited and its subsidiaries (together “the Group”) have been prepared in

accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013.

NOTE 2: BASIS OF PREPARATION

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand

(“NZ GAAP”). They comply with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and other

applicable Financial Reporting Standards, as appropriate for profit oriented entities. These consolidated financial statements also

comply with International Financial Reporting Standards (“IFRS”) and accounting standards issued by the International Accounting

Standards Board.

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

currency. Unless otherwise indicated, amounts in the financial statements have been rounded to the nearest dollar.

These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business

activities and the realisation of assets and the settlement of liabilities in the ordinary course of business, in accordance with

historical cost concepts, as modified by the fair value of certain assets and liabilities as identified in the accounting policies below.

NOTE 3: MATERIAL ACCOUNTING POLICIES

3.1 Revenue and expense recognition

(a) Interest income and interest expense

Interest income and interest expense are recognised in profit or loss using the effective interest method. The effective interest

method calculates the amortised cost of a financial asset or liability and allocates the interest income and directly related fees

(including loan origination fees) and transaction costs (including commission expenses) that are an integral component of the

effective interest rate over the expected life of the financial asset or liability.

For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the

effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the

credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is

recognised by applying the effective interest rate to the gross carrying amount of the financial asset.

(b) Fee and commission income and expense

Lending fees income and expense not directly related to the origination of a loan (account maintenance fee & cancellation fee)

are recognised over the period of service.

(c) Revenue from contracts with customers:

Advisory fee revenue

Advisory contracts generally span a period of three months to one and a half years. Management determine the performance

obligation(s) inherent in the contract at contract inception and recognise revenue upon completion of each of the performance

obligations. Performance obligations include advice provided to the entity and sometimes include the success of a project.

There are specific billing milestones built into each contract and payment is generally due within 30 to 60 days of the

milestone.

Assets and liabilities arising from revenue from contracts with customers

Accounts receivables are non-interest bearing and are generally on terms of 30 to 60 days.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

38 | GENERAL CAPITAL

The Group is a for profit entity.

The Group’s principal ac tivities are:

- Finance (deposit taking, mortgage lending, and insurance premium funding);

- Research and advisory (listing and capital management).

The consolidated financial statements were authorised for issue by the directors on 22 June 2026

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

3.2 Financial instruments

Initial recognition

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a

party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or

financial liabilities, as appropriate, on initial recognition.

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the

classification of the financial assets.

Classification of financial assets

Financial assets that meet the following conditions are measured subsequently at amortised cost:

- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash

flows; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income

(FVTOCI):

- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and

selling the financial assets; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

The Group’s financial assets measured at amortised cost include cash and cash equivalents, bank deposits, trade receivables,

loan receivables, and other receivables. The Group’s assets measured at FVTOCI include investment in equities. The Group has no

assets measured at fair value through profit or loss (FVTPL).

Financial assets at FVTOCI (Equity Instruments)

On initial recognition, the Group made an irrevocable election (on an instrument-by-instrument basis) to designate investments in

equity instruments as at FVTOCI.

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are

measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and

accumulated in the financial assets at FVOCI reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of

the equity investments, instead, it is transferred to retained earnings.

The Group has designated all investments in equity instruments as at FVTOCI on initial recognition.

Modification of financial assets

When the contractual cash flows of a financial asset are renegotiated or otherwise modified and the renegotiation or modification

does not result in the derecognition of that financial asset, the Group recalculates the gross carrying amount of the financial asset

and recognises a modification gain or loss in profit or loss. The gross carrying amount of the financial asset is recalculated as the

present value of the renegotiated or modified contractual cash flows that are discounted at the financial asset’s original effective

interest rate. Any costs or fees incurred adjust the carrying amount of the modified financial asset and are amortised over the

remaining term of the modified financial asset.

Impairment of Financial Assets

The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost.

The amount of expected credit losses is updated at each reporting date to reflect a significant change in credit risk since initial

recognition of the respective financial assets.

The Group recognises lifetime expected credit losses (ECL) for loan, trade and other receivables. The expected credit losses on

these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for

factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast

direction of conditions at the reporting date, including time value of money where appropriate.

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 39

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

Due to the nature of loan receivables from insurance premium lending, the Group can get a refund from the insurance company

for the loan balance in the event of client default. Furthermore, there is no historical credit loss from insurance premium lending.

Accordingly, the notes below relate only to mortgage lending.

For loan receivables (excluding insurance premium funding), the Group applies a three-stage approach to measuring ECL.

Loans may migrate through the following stages based on their change in credit quality.

Stage 112-month ECL (past due 30 days or less)

Where there has been no evidence of a significant increase in credit risk since initial recognition, ECL that result

from possible default events within 12 months are recognised.

Stage 2Lifetime ECL not credit impaired (between 30 and 90 days past due)

Where there has been a significant increase in credit risk, ECL that result from all possible default events over the

life of the loan are recognised.

Stage 3Lifetime ECL credit impaired (greater than 90 days past due)

Where loans are in default or otherwise credit impaired, ECL that result from all possible default events over the life

of the loan are recognised.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares

the risk of a default occurring on the financial asset at the reporting date with the risk of a default occurring on the financial asset

at the date of initial recognition. In making this assessment, the Group considers its historical loss experience and adjusts this for

current observable data. This data includes any payment defaults by the borrower, known or expected defaults by the borrower on

similar obligations (other loans), uninsured deterioration of the security property and any changes in the borrowers circumstances

which could impact on their ability to repay either interest or principal amounts on their due date. The Group also considers

changes or forecast changes to macroeconomic factors including property prices, unemployment, interest rates, gross domestic

product and inflation.

The nature of the Group’s loan receivables (excluding insurance premium funding) is property lending with a predominant focus

on the underlying security value of the loan receivable (i.e. the residential property value) in the credit assessment. The loans are

predominantly advanced on twelve-month terms but range between three-month and four-year terms. Credit risk information is

updated and monitored regularly. Loan receivables are subject to ongoing scrutiny, as a key component of credit risk management,

with reporting of summarised credit risk information to the Group’s directors on at least a monthly basis.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset has increased

significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable

and supportable information that demonstrates otherwise, for instance when the Group is made aware of a property sale and

purchase agreement or refinancing agreement which provides sufficient evidence that all of the borrower’s obligations including

default interest will be met. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been

a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant

increase in credit risk before the amount becomes past due.

(ii) Definition of default

The Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has

reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate, for instance

when the Group is made aware of a property sale and purchase agreement or refinancing agreement which provides sufficient

evidence that all of the borrower’s obligations including default interest will be met.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows

of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the

following events:

a) an increase in loan to valuation ratio caused by either declining property security values or increases in the loan balance;

b) significant financial difficulty of the borrower; and

c) a breach of contract, such as a default or past due event (see (ii) above).

40 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

(iv) Write-off policy

The Group writes off a financial asset when there is information indicating that the borrower is in severe financial difficulty and

there is no realistic prospect of recovery, for example an unsecured financial asset whereby the borrower has no realistic ability

to meet their financial obligations to the Group. Financial assets written off may still be subject to enforcement activities under

the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in

profit or loss.

(v) Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the

loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on

historical data adjusted for forward-looking information including macroeconomic factors as described above. Given the Group’s

loan book is all secured over property, the single most significant factor for loss given default is the value of the security property,

any known or expected uninsured deterioration of the property, or any forecast reduction in property values.

In regards to insurance premium funding, there is a risk the borrowers might default on their loan repayments leading to financial

losses. We may manage this risk by requiring an upfront payment, a shorter lending term than the period of the insurance cover

and stringent credit monitoring enabling us to cancel the insurance in event of default by the borrower resulting in a refund of

insurance to mitigate any losses.

As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the

Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective

interest rate. In instances where the probability of default has increased significantly (a significant increase in credit risk), or where

the loan is in default, the expected credit loss (or loss given default) may not increase significantly due to the Group’s lending

criteria which prohibits lending when the loan to valuation ratio (LVR) exceeds 75%.

This means in general that the Group expects that the present value of expected cash flows from a loan in default to approximate

the carrying value of the loan prior to the default event, except in cases where the LVR has increased considerably due to a

reduction in the security property valuation or a significant increase in the loan balance.

If the Group has measured the loss allowance for a financial asset at an amount equal to lifetime ECL in the previous reporting

period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the

loss allowance at an amount equal to 12-month ECL at the current reporting date.

The Group recognises an impairment gain or loss in profit or loss for all financial assets with a corresponding adjustment to their

carrying amount through a loss allowance account.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum

of the consideration received and receivable is recognised in profit or loss.

Financial Liabilities

Classification of Financial Liabilities

Financial liabilities are measured at amortised cost.

At initial recognition financial liabilities are measured at fair value plus transaction costs that are directly attributable to the issue

of the financial liabilities. The amortised cost of a financial liability is the amount at which the financial liability is measured at initial

recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference

between that initial amount and the maturity amount.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense

over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including

all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums

or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a

financial liability.

The Group’s financial liabilities measured at amortised cost include other payables, and term deposits. The Group derecognises

financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference

between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in

profit or loss.

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 41

3.3 Cash and cash equivalents
Cash and cash equivalents includes demand deposits with an original term of less than or equal to 3 months which are considered

highly liquid investments that are readily convertible into cash and used by the Group as part of day-to-day cash management.

3.4 Intangible assets

Intangible assets comprise goodwill, acquired licences, Bartercard trade dollars, and customer relationship.

Goodwill and acquired licences are indefinite life intangibles subject to annual impairment testing. Goodwill is allocated to cash-

generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-

generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to

the respective operating segment or cash-generating units. Refer to notes 4.2, 10 and 19.

Licences acquired as part of business combinations are capitalised separately from goodwill as intangible assets if their value can

be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the

asset will flow to the Group.

Bartercard Trade Dollars are units of electronic currency held by the Group which can be used to pay for products and

services from other Bartercard members instead of paying in cash. They are non-monetary assets which are classified as

indefinite life intangible assets. The assets are recognised at cost less accumulated impairment losses. The trade dollars are

acquired as earned and consumed as utilised and are tested at least annually for impairment or when indication of an impairment

exist.An impairment loss is recognised whenever the carrying amount of a Bartercard exceeds its recoverable amount. The

estimated recoverable amount of intangible assets - Bartercard Trade Dollars are the greater of their fair value less costs to sell

or value in use. Trade debits arising from sales to customers and trade credits from purchases of services are recognised in the

statement of comprehensive income in the period in which the transaction occurs. Where trade credits are used to purchase an

asset, the asset is capitalised and recognised in the statement of financial position.

Computer software is recognised in the statement of financial position at cost less accumulated amortisation and impairment

losses. Direct costs associated with the purchase and installation of software licences and the development of software for

internal use are capitalised where project success is probable and the capitalisation criteria is met. Cost associated with planning

and evaluating computer software and maintaining a system after implementation are expensed. Computer software costs are

amortised on a straight-line basis (three years).

Customer relationship is recognised in the statement of financial position at cost less accumulated amortisation and impairment

losses. Direct costs associated with the purchase are capitalised to the cost. Customer relationship cost is amortised on a straight-

line basis (five years).

3.5 Taxation

Income tax for the period comprises current and deferred tax. Current and deferred tax are recognised as an expense or income

in the profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive

income or directly in equity), in which case the tax is also recognised outside profit or loss.

3.6 Standards and interpretations to published standards that are not yet effective

NZ IFRS 18 was issued in May 2024 and will apply to reporting periods commencing 1 January 2027. Most of the presentation and

disclosure requirements will largely remain unchanged together with other disclosures carried forward from NZ IAS 1. NZ IFRS 18

primarily introduces the following:

(i) a defined structure for the statement of comprehensive income by classifying items into one of the five categories: operating,

investing, financing, income taxes and discontinued operations. Entities will also present expenses in the operating category by

nature, function, or a mix of both, based on facts and circumstances.

(ii) disclosure of management-defined performance measures in a single note together with reconciliation requirements.

(iii) additional guidance on aggregation and disaggregation principles (applied to all primary financial statements and notes).

Other new standards, amendments to standards and interpretations are issued but not yet effective. None of these are expected to

have a significant effect on the financial statements of the Group.

3.7 Business Combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group

to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred

and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent

consideration arrangement. Acquisition costs are expensed as incurred.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

42 | GENERAL CAPITAL

If the Group acquires a controlling interest in a business in which it previously held an equity interest, that equity interest is
remeasured to fair value at the acquisition date with any resulting gain or loss recognised in profit or loss or other comprehensive

income, as appropriate.

Consideration transferred as part of a business combination does not include amounts related to the settlement of pre-existing

relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit or loss.

Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

NOTE 4: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

There are a number of significant material accounting treatments which include complex or subjective material accounting

judgments and estimates that may affect the reported amounts of assets in these financial statements. Estimates and judgments

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.

An explanation of the judgments and estimates made by the Group in the process of applying its accounting policies, that have the

most significant effect on the amounts recognised in the financial statements, are set out below.

4.1 Allowance for expected credit losses

Significant increase in credit risk

Expected credit losses (ECL) are measured as an allowance equal to 12-month ECL, or lifetime ECL for assets with a significant

increase in credit risk or in default or otherwise credit impaired. In assessing whether the credit risk of an asset has increased

significantly, the Group considers its historical loss experience and adjusts this for current observable data. This data includes

any payment defaults by the borrower, known or expected defaults by the borrower on similar obligations (other loans), uninsured

deterioration of the security property and any changes in the borrowers’ circumstances which could impact on their ability to repay

either interest or principal amounts on their due date. The Group also considers changes or forecast changes to macroeconomic

factors including property prices, unemployment, interest rates, gross domestic product and inflation.

Calculation of loss allowance

When measuring ECL the Group uses reasonable and supportable forward-looking information, which is based on assumptions for

the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due

and those that the Group would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical

data, assumptions and expectations of future conditions.

Expected credit losses:

1. Based on the history of the Group’s loan book over the last three years, the average annual write-offs as a percentage of the

average loan receivable balance over the same period was 0.17%.

2. The Group has concluded that adopting a more conservative estimate of 0.25% (March 2025: 0.25%) of the gross loan balance

is a more prudent and appropriate measure for anticipating potential losses over the next 12 months, compared to a less

conservative estimate of 0.20%. This approach aligns with the Group’s risk management strategy and ensures a more robust

provisioning for expected credit losses.

3. Lifetime ECL for loans with a significant increase in credit risk and for loans in default have been calculated based on the

Group’s expectations for discounted net cash flows from the respective loan receivables over the expected remaining life

of the loans.

4. There are no expected credit losses relating to the subsidiary Bridges Financial Services Limited (BFSL) as there is no credit

exposure in the event of non-payment.

4.2 Impairment analysis of goodwill and other indefinite life intangible assets

The carrying value of goodwill and indefinite life intangible assets (including licences and Bartercard trade dollars) is assessed

at least annually to ensure that it is not impaired. With regard to Goodwill and Licences, performing this analysis requires

management to estimate future cash flows to be generated by the cash-generating unit, which entails making judgements,

including the expected rate of growth of revenues and expenditures, assets and liabilities, and the resulting cashflows.

Judgements also need to be made about the appropriate discount rate to apply when valuing future cash flows.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 43

A sensitivity analysis performed by Management has highlighted that the carrying value of the Goodwill and other assets in the
research and advisory CGU are highly reliant on the achievement of revenue forecasts from advisory projects.

Management have performed a fair value less costs of disposal impairment test in relation to the carrying value of the Bartercard

trade dollars asset at 31 March 2026.

When conducting the impairment analysis of goodwill and other indefinite-life intangible assets, the Group has considered all

reasonably known and available information.

Expected impact on cash-generating units

1. Finance (Non-bank deposit taking / property lending) CGU - The Group performed an impairment test as at 31 March 2026

which shows that there is still significant headroom in the unit.

2. Finance (Insurance Premium Funding) CGU - The Group performed an impairment test as at 31 March 2026 which has resulted

in no impairment to the CGU.

3. Research and Advisory CGU - The Group performed an impairment test as at 31 March 2026 which has resulted in an

impairment of $378,730 to the CGU.

NOTE 5: CASH AND CASH EQUIVALENTS AND BANK TERM DEPOSITS

20262025

$$

Bank call deposits1

22,822,00635,991,256

Bank term deposits - Current Portion2

,

3

13,006,72925,042,836

Interest Rates:

1Bank call deposits: Between 0.00% and 2.35% (March 2025: Between 0.00% and 3.85%).

2Bank term deposits: Between 3.40% and 4.00% (March 2025: Between 4.30% and 6.20%).

3Current Portion of Bank term deposits is contractually repayable within 12 months.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

44 | GENERAL CAPITAL

NOTE 6: LOAN RECEIVABLES
20262025

$$

First mortgage advances

240,308,330147,690,833

Unsecured advances (insurance premium funding)

6,107,8426,291,426

246,416,172153,982,259

Less deferred fee income and expenditure

(3,307,768)(2,511,423)

Less impairment allowance

(600,771)(369,227)

Net carrying value

242,507,633151,101,609

Current portion

184,859,765 107,108,064

Non‑current portion

57,647,86843,993,545

242,507,633151,101,609

Primary loan security - first mortgage

2026202620252025

$%$$

Residential housing

222,543,66690.3%133,081,84186.4%

Residential bare land

17,764,6647.2%11,496,0607.5%

Residential development property

-0.0%1,270,0980.8%

Commercial property1

-0.0%1,725,0271.1%

Other security

-0.0%117,8070.1%

Unsecured (insurance premium funding)

6,107,8422.5%6,291,4264.1%

246,416,172100.0%153,982,259100.0%

1The Group’s lending policy allows for a maximum of 30% of total lending to be secured over commercial properties. During the

year ended 31 March 2026 the Group had 0.0% of commercial lending (March 2025: 1.1%).

Loan receivables represent loans at commercial interest rates. Current loan receivables are contractually repayable within 12

months. Non-current loan receivables are contractually repayable within 12 to 36 months of reporting date.

At year end there was $1,696,563 in outstanding loan commitments (loans approved and accepted not yet drawn) including future

capitalised interest (March 2025: $2,739,657).

INTEREST RATE

PROPERTY LOANSINSURANCE PREMIUM LOANS

2026202520262025

Interest rate ‑ minimum

6.45%8.45%3.00%0.00%

Interest rate ‑ maximum

10.75%11.75%20.00%20.00%

Effective interest rate - minimum

7.41%9.62%6.46%0.00%

Effective interest rate - maximum

17.73%26.37%52.48%51.89%

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 45

For property loans that are in default, additional interest of up to 10% is charged.
The core lending activity of the Group is providing, through a broker network, short term and bridging finance secured by mortgage

over residential property. The majority of loans are entered into with a maturity date within 12 months, with a proposal that repayment

will be funded by the sale of the secured property or through refinancing by the borrower. The Group lending policy allows for a

maximum “loan to security value” of 75% (excluding fees and charges) on property advances, unless approved by the board. There are

no loans with loan to valuation ratio above 75% at the reporting date (March 2025: none).

The Group also provides insurance premium funding service. Although this type of lending has no security, there is no credit exposure

on this type of funding as in the event of a client default, the Group is guaranteed a refund of the remaining balance of the loan from

the insurance company.

Sometimes loan repayments do not occur on the contractual maturity date and the term of the loan is extended i.e. rollover occurs.

Before a loan is rolled over, the Group’s standard credit checking and approval processes are re-applied. The current “loan to

security value” position will be re-assessed and updated valuations are obtained where the Directors consider this appropriate.

Loan application fees are charged and evidence is obtained of the borrower’s agreement to the contractual terms and conditions

of the extended loan.

At the reporting date, 24.1% (March 2025: 32.8%) of loans by number and 22.7% (March 2025: 32.2%) by value represent loans that

have been rolled over and are into their second or subsequent credit periods.

Where loans have been rolled over, their classification in these consolidated financial statements as current or non-current, or as past

due, is based on payment due dates as per the terms of the extended contract, and not as per the original or preceding contract.

Borrower payment terms are profiled as follows:

20262025

$$

Principal and interest paid monthly

6,107,8426,863,365

Interest only paid monthly

239,316,942145,680,018

Interest capitalised

991,3881,438,876

Total loan receivables

246,416,172153,982,259


GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

46 | GENERAL CAPITAL

Reconciliation of gross loan receivable balance movements through ECL stages:
12 MONTH ECLLIFETIME ECL

NOT CREDIT

IMPAIRED

LIFETIME

ECL CREDIT

IMPAIRED

TOTAL

$$$$

Balance as at 31 March 2024

125,557,8677,780,334802,704134,140,905

Insurance premium funding acquired1

8,586,846--8,586,846

New loan advances

119,785,519--119,785,519

Repayments

(102,581,415)(5,146,893)(270,815)(107,999,123)

Loan balances written off

--(531,888)(531,888)

Transfer to lifetime not credit impaired

(5,434,119)5,434,119--

Transfer to lifetime credit impaired

(1,745,053)(1,014,264)2,759,317-

Balance as at 31 March 2025

144,169,6457,053,2962,759,318153,982,259

New loan advances

264,019,777--264,019,777

Repayments

(161,773,250)(7,053,296)(2,414,467)(171,241,013)

Loan balances written off

--(344,851)(344,851)

Transfer to lifetime not credit impaired

(4,110,790)4,110,790--

Transfer to lifetime credit impaired

----

Balance as at 31 March 2026

242,305,3824,110,790-246,416,172

1 Loan from business acquisition. There is no ECL applied on these loans due to no expected credit losses.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 47

Reconciliation of movements in impairment allowance by stage:
12 MONTH ECLLIFETIME ECL

NOT CREDIT

IMPAIRED

LIFETIME

ECL CREDIT

IMPAIRED

TOTAL

$$$$

Balance as at 31 March 2024

313,89419,451139,155472,500

New loan advances

287,546--287,546

Repayments

(238,797)(12,867)(677)(252,341)

Loan balances written off (collectively assessed)

--(1,330)(1,330)

Loan balances written off (individually assessed)

--(137,148)(137,148)

Transfer to lifetime not credit impaired

(13,585)13,585--

Transfer to lifetime credit impaired (collectively assessed)

(4,363)(2,536)6,899-

Balance as at 31 March 2025

344,69517,6336,899369,227

New loan advances

623,129--623,129

Repayments

(367,053)(17,633)(6,037)(390,723)

Loan balances written off (collectively assessed)

--(862)(862)

Loan balances written off (individually assessed)

----

Transfer to lifetime not credit impaired

(10,277)10,277--

Transfer to lifetime credit impaired (collectively assessed)

----

Balance as at 31 March 2026

590,49410,277-600,771


In instances where the probability of default has increased significantly (a significant increase in credit risk), or where the loan is

in default, the expected credit loss (or loss given default) may not increase significantly due to the Group’s lending criteria which

prohibits lending when the loan to valuation ratio (LVR) exceeds 75%. This means in general that the Group expects that the

present value of expected cash flows from a loan in default to approximate the carrying value of the loan prior to the default event,

except in cases where the LVR has increased considerably due to a reduction in the security property valuation or a significant

increase in the loan balance.

The LVR of loans with a significant increase in credit risk or in default was in a range of 67.5% - 70.5% as at 31 March 2026 (March

2025: in a range of 27.0% - 74.0%), based on the security property valuation at origination.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

48 | GENERAL CAPITAL

NOTE 7: TERM DEPOSITS
20262025

$$

Gross term deposit liability

248,050,740184,724,612

Less deferred commission expenditure

(30,041)(44,188)

Net carrying value

248,020,699184,680,424

Contractual repayment terms:

On call

551,036532,593

Within 12 months

199,890,129137,855,211

Greater than 12 months

47,579,53446,292,620

248,020,699184,680,424

Repayment Terms:On call up to 5 years

Interest Rate:3.35% - 8.20% and 0.15% on call (March 2025: 3.65% - 8.30% and 0.15% on call)

Effective Interest Rate:3.35% - 8.20% and 0.15% on call (March 2025: 3.65% - 8.30% and 0.15% on call)

Security:First ranking security interest over the assets and undertakings of General Finance Limited in favour

of the Trustee (subject only to any prior security interests permitted by the Trust Deed and preferential

claims given priority by operation of law).

The Group has a total of 1,818 depositors as at 31 March 2026 (March 2025: 1,266). As at the reporting date, the largest deposit

the Group has is $1,100,000 (March 2025: $1,300,000) which represents 0.44% (March 2025: 0.70%) of total deposits. As at the

reporting date the largest aggregate of deposits under a single deposit holder totals $2,700,000 (March 2025: $2,800,000) which

represents 1.09% (March 2025: 1.52%) of total deposits and have a weighted average maturity date of 6.19 months from reporting

date (March 2025: 12.30 months from reporting date).

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 49

Further analysis of gross deposit funding is as follows:
CONCENTRATION OF FUNDING

20262025

$$

Northland

9,204,5415,380,998

Auckland

89,174,14066,587,414

Waikato

27,120,36314,009,966

Bay of Plenty

18,053,43519,030,507

Wellington

36,949,20113,685,831

Other North Island

18,022,77627,755,288

South Island

38,554,47628,474,990

Overseas

10,971,8089,799,618

Total gross term deposit liability

248,050,740184,724,612

CONTRACTUAL MATURITY OF FUNDING

20262025

$$

Maturing in 0 ‑ 6 months

129,120,66475,415,742

Maturing in 6 ‑ 12 months

71,334,37962,985,908

Maturing in 12 ‑ 24 months

38,339,12036,489,835

Maturing after 24 months

9,256,5779,833,127

Total gross term deposit liability

248,050,740184,724,612

PROFILE OF DEPOSIT HOLDERS

2026202620252025

$$

Deposits over $200,000

299131,340,958256120,783,910

Deposits $100,000 ‑ $200,000

42758,814,45323031,980,397

Deposits $50,000 ‑ $100,000

55245,103,83728120,361,479

Deposits $20,000 ‑ $50,000

30510,337,0122739,283,778

Deposits $10,000 ‑ $20,000

1311,857,2611211,703,411

Deposits under $10,000

104597,219105611,637

Total gross term deposit liability

1818248,050,7401266184,724,612

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

50 | GENERAL CAPITAL

NOTE 8: RISK MANAGEMENT
The Group is exposed to a variety of financial risks comprising credit risk, liquidity risk, market risk (interest rate risk) and fair

value risk.

8.1 Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations,

and arises principally from the Group’s loan receivables, cash and cash equivalents, bank deposits and accounts receivable.

The maximum credit exposure of the Group, assuming a zero value for collateral is $284,043,944 (March 2025: $217,881,579). This

includes loans receivable of $246,416,172 (March 2025: $153,982,259), undrawn loan commitments of $1,696,563 (March 2025:

$2,739,657), bank deposits of $35,828,735 (March 2025: $61,034,092), accounts receivable of $34,665 (March 2025: $23,178)

and related party receivables of $67,809 (March 2025: $102,393). Of this exposure, 85.2% is covered by collateral over properties

(March 2025: 69.0%) and 12.6% is deposited with registered New Zealand banks (March 2025: 28.0%).

The Group has no foreign exchange exposure.

To manage credit on finance receivables the Group performs credit evaluations on all customers requiring advances. The approval

process considers a number of factors including the value of the security compared to the value of the amount to be borrowed

(“loan to valuation ratio” or “LVR”), the creditworthiness of the borrower and their ability to repay.

The Group operates a credit risk (lending) policy which stipulates the Group’s requirements regarding the security and LVR of the

borrowing, the credit worthiness of borrowers, geographical spread, maximum loan exposure size and credit approval authority

levels. Decisions on whether to approve or decline loans are made by the credit committee in line with the Group’s credit risk

policy. Loan receivables are subject to regular scrutiny, as a key component of credit risk management. This includes a review of

the borrower’s repayment history and any interest arrears; any changes in the borrowers’ circumstances which could impact on

their ability to repay either interest or principal amounts on their due date and any movement in the security value.

As at 31 March 2026, the Group’s loan advances are 97.5% secured over first mortgages (March 2025: 95.9%), and 2.5% unsecured

(March 2025: 4.1%).

Loan receivables credit exposures are concentrated in the residential property sector, particularly in the North Island and the

Auckland Market. As at 31 March 2026, advances by the Group in the North Island residential property sector represented 87.6%

(March 2025: 89.5%) of its total exposure, with 76.0% (March 2025: 69.8%) being in the Auckland market. The geographical profile

of loan receivables is analysed further as follows:

20262025

$$

Northland

3,621,5693,994,155

Auckland

187,204,514107,415,966

Waikato

12,360,26810,228,880

Bay of Plenty

2,350,1621,849,500

Wellington

6,766,8125,270,736

Other North Island

3,651,9019,075,605

Canterbury

6,019,16310,782,014

Otago

20,333,1641,144,299

Marlborough

1,459,1342,315,994

Southland

1,240,63415,569

West Coast

6,541125,964

Other NZ

1,402,3101,763,577

Total

246,416,172153,982,259

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 51

The concentration of the credit exposure to the six largest exposures is 13.2% (March 2025: 17.2%) of the total loan portfolio. The
Group has elected to disclose the largest six exposures as this is considered to provide a meaningful indication of concentration of

credit risk. An exposure is calculated as the total of all loan exposures to a single borrower or group of linked borrowers.

The size of loan exposures is analysed further as follows:

20262025

NUMBER OF

EXPOSURES

NUMBER OF

EXPOSURES

Less than $100,000

1,4981,558

Between $100,000 and $250,000

816

Between $250,000 and $500,000

2416

Between $500,000 and $1,000,000

6752

Between $1,000,000 and $1,500,000

2415

Between $1,500,000 and $2,000,000

2116

Between $2,000,000 and $2,500,000

86

Between $2,500,000 and $3,000,000

91

Between $3,000,000 and $3,500,000

52

Between $3,500,000 and $4,000,000

51

Between $4,000,000 and $4,500,000

26

Between $4,500,000 and $5,000,000

11

Between $5,000,000 and $5,500,000

3-

Between $5,500,000 and $6,000,000

1-

Between $6,000,000 and $6,500,000

1-

Total No. of Exposures

1,6771,690

The provision for expected credit losses for performing and under-performing loans is detailed and explained in note 6. Gross

past due loan receivables total $4,400,893 (March 2025: $10,553,569) which equates to 1.8% (March 2025: 6.9%) of total loan

receivables.

As shown in the aging analysis of past-due loans below, the balance comprises:

Stage 112-month ECL

Gross loans receivable totalling $290,103 (March 2025: $740,954) were past due and the Group has concluded

there has not been a significant increase in credit risk.

Stage 2Lifetime ECL not credit impaired

Gross loans receivable totalling $4,110,790 (March 2025: $7,053,297) were past due by between 30 and 90 days

and the Group has concluded there has been a significant increase in credit risk.

Stage 3Lifetime ECL credit impaired

Gross loans receivable totalling $nil (March 2025: $2,759,318) were past due by greater than 90 days and the Group

has concluded there has been a significant increase in credit risk.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

52 | GENERAL CAPITAL

Aging analysis – past due but not considered under-performing loans:
20262025

$$

Up to 30 Days

290,103740,954

31 ‑ 60 Days

4,110,7902,158,505

61 ‑ 90 Days

-4,894,792

91 ‑ 120 Days

-1,024,527

120+ Days

-1,734,791

Total

4,400,89310,553,569

The Group is also exposed to credit risk from deposits held with banks. As at reporting date, the Group holds deposits in New

Zealand Registered Banks including 20.6% with Bank of New Zealand (March 2025: 19.7%), 1.1% with ASB Bank (March 2025: 1.9%),

15.8% with Heartland Bank (March 2025: 25.6%), 11.3% with Westpac New Zealand (March 2025: 0.0%), 51.2% with ANZ Bank New

Zealand (March 2025: 52.8%), of which 47.4% is held through Forsyth Barr custodial account (March 2025: 49.4%).

Bank of New Zealand, Westpac New Zealand, and ANZ Bank New Zealand each have credit ratings of AA- from Standard & Poor’s

and A+ from Fitch. ASB Bank has a credit rating of AA- from both Standard & Poor’s and Fitch. Heartland Bank has a credit rating of

BBB from Fitch.

8.2 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial liabilities as they fall due.

The Group operates a liquidity risk policy and endeavours to maintain sufficient funds to meet its commitments based on

forecasted cash flow requirements. Management has internal control processes and contingency plans to actively manage the

lending and borrowing portfolios to ensure the net exposure to liquidity risk is minimised. The exposure is reviewed on an on-going

basis from daily procedures to monthly reporting as part of the Group’s liquidity management policies and processes.

The following tables set out the undiscounted contractual cash flows, and the undiscounted expected cash flows, of the Group’s

financial assets and liabilities.

2026

CONTRACTUAL CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

22,822,00622,822,006---

Bank deposits

13,182,98612,682,419500,567--

Other financial assets

64,93864,938---

Loan receivables

260,030,168105,210,92293,823,30451,592,5149,403,428

Totals

296,100,098140,780,28594,323,87151,592,5149,403,428

Financial liabilities

Amortised cost

Term deposits

256,517,169132,689,72473,716,90939,846,63410,263,902

Other payables

4,409,9954,409,995---

Totals

260,927,164137,099,71973,716,90939,846,63410,263,902

Net cashflow

35,172,9343,680,56620,606,96211,745,880(860,474)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 53

2025
CONTRACTUAL CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

36,010,95236,010,952---

Bank deposits

25,474,72222,938,7002,536,022--

Other financial assets

60,29060,290---

Loan receivables

167,023,18255,927,03762,766,90740,878,5267,450,712

Totals

228,569,146114,936,97965,302,92940,878,5267,450,712

Financial liabilities

Amortised cost

Term deposits

194,509,20179,013,66166,372,82838,040,86511,081,847

Other payables

4,046,7044,046,704---

Totals

198,555,90583,060,36566,372,82838,040,86511,081,847

Net cashflow

30,013,24131,876,614(1,069,899)2,837,661(3,631,135)

2026

EXPECTED CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

23,039,00823,039,008---

Bank deposits

13,182,98612,682,419500,567--

Other financial assets

236,184103,56138,62370,50023,500

Loan receivables

281,276,73661,330,71656,964,645127,787,72035,193,655

Totals

317,734,91497,155,70457,503,835127,858,22035,217,155

Financial liabilities

Amortised cost

Term deposits

268,456,48856,247,10932,892,711100,113,36379,203,305

Other payables

15,703,0517,719,3017,983,750--

Totals

284,159,53963,966,41040,876,461100,113,36379,203,305

Net cashflow

33,575,37533,189,29416,627,37427,744,857(43,986,150)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

54 | GENERAL CAPITAL

2025
EXPECTED CASH FLOWS

TOTAL0 - 6

MTHS

7 - 12

MTHS

13 - 24

MTHS

24+

MTHS

$$$$$

Financial assets

Amortised cost

Cash and cash equivalents

36,674,30336,674,303---

Bank deposits

25,474,72222,938,7002,536,022--

Other financial assets

305,29097,04036,75073,50098,000

Loan receivables

186,678,75235,866,52740,542,86882,367,27127,902,086

Totals

249,133,06795,576,57043,115,64082,440,77128,000,086

Financial liabilities

Amortised cost

Term deposits

204,329,04334,310,50229,821,16666,698,90273,498,473

Other payables

15,563,9617,505,8498,058,112--

Totals

219,893,00441,816,35137,879,27866,698,90273,498,473

Net cashflow

29,240,06353,760,2195,236,36215,741,869(45,498,387)

The table above shows management’s expected maturities of existing financial assets and liabilities. In determining the expected cash

flow, the following assumptions have been made based on management’s best estimate having regard to past experience, current

market conditions and the future outlook including the ongoing post pandemic economic environment, high inflation, high interest rates,

uncertainty in the property market, financial market uncertainties and post natural disaster environment estimated impacts:

- 60% term deposit reinvestment rate for 31 March 2026 (March 2025: 60%).

- Cash and cash equivalents are expected to earn interest for the first six months at 1.90% pa (March 2025: 3.69%).

- Term deposit reinvestments are made for a weighted average 18-month term at 5.30% pa (March 2025: 18-month term at 5.85% pa).

- 50% of property loans (March 2025: 50%) not past due repay on existing contractual maturity date, with the balance rolled over at

their existing interest rates and repaid after a further 12 months.

- 80% of the insurance premium fundings (March 2025: 80%) will be renewed for a further 12 months on existing contractual

maturity date

8.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates will affect the Group’s income or the value of its holdings

of financial instruments.

Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The Group’s financing activities are

exposed to interest rate risk in respect of its interest earning assets and interest bearing liabilities. Changes to interest rates can

impact the Group’s financial results by affecting the interest spread earned on these assets and liabilities. Interest rates for finance

receivables, term deposits, and bank deposits (other than those on call) are fixed for the term of their respective contracts. Interest

rates are repriced on contractual maturity dates of the financial instruments. There is a risk that different financial instruments

(such as loan receivables and term deposits) are repriced on different dates, i.e. a repricing risk (refer to contractual cash flows

under liquidity risk for repricing dates).

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 55

The table below summarises the sensitivity of the Group’s financial assets and liabilities to interest rate risk.
2026

CARRYING

AMOUNT

-1% PROFIT

BEFORE TAX

-1%

EQUITY

+1% PROFIT

BEFORE TAX

+1%

EQUITY

$$$$$

Financial Assets

Cash and cash equivalents

22,822,006(228,220)(164,318)228,220164,318

Loan Receivables

246,416,172(2,464,162)(1,774,197)2,464,1621,774,197

Bank Deposits

13,006,729(130,067)(93,648)130,06793,648

Financial Liabilities

Term Deposits

248,050,7402,480,5071,785,965(2,480,507)(1,785,965)

Total increase / (decrease)

(341,942)(246,198)341,942246,198

2025

CARRYING

AMOUNT

-1% PROFIT

BEFORE TAX

-1%

EQUITY

+1% PROFIT

BEFORE TAX

+1%

EQUITY

$$$$$

Financial Assets

Cash and cash equivalents

35,991,256(359,913)(259,137)359,913259,137

Loan Receivables

153,982,259(1,539,823)(1,108,673)1,539,8231,108,673

Bank Deposits

25,042,836(250,428)(180,308)250,428180,308

Financial Liabilities

Term Deposits

184,724,6121,847,2461,330,017(1,847,246)(1,330,017)

Total increase / (decrease)

(302,918)(218,101)302,918218,101

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

56 | GENERAL CAPITAL

NOTE 9: SEGMENT REPORTING
Management has determined the operating segments based on the components of the Group that engage in business activities,

which have discrete financial information available and whose operating results are regularly reviewed by the Group’s chief

operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The chief operating

decision maker has been identified as the executive directors.

Three reportable segments have been identified as follows:

- Finance: Deposit taking, short term property mortgage lending, and insurance premium funding.

- Research and Advisory: Provides investment advisory services and produces and sells investment research and publications.

- Corporate and Other: Corporate function and investment activities.

Year ended 31 Mar 2026

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Revenue ‑ interest income

24,725,67425667,28624,793,216-24,793,216

Revenue - fee income (loan receivables)

1,368,136--1,368,136-1,368,136

Revenue from contracts with customers

‑ Advisory fee revenue

-504,412-504,41212,156516,568

- Yearbook and research sales

-39-39-39

Other income

75,36112,4801,042,0071,129,848(1,047,047)82,801

Dividend income

--12,000,00012,000,000(12,000,000)-

Total revenue

26,169,171517,18713,109,29339,795,651(13,034,891)26,760,760

Interest expense

(15,177,660)-(9)(15,177,669)-(15,177,669)

Fee and commission expense (finance

receivables)

(7,787)--(7,787)-(7,787)

Cost of sales

-(18,351)-(18,351)10,194(8,157)

Net revenue

10,983,724498,83613,109,28424,591,844(13,024,697)11,567,147

Increase in allowance for expected credit

losses

(576,394)--(576,394)-(576,394)

Personnel expenses

(2,085,462)(467,087)(238,443)(2,790,992)-(2,790,992)

Depreciation and amortisation

(115,622)-(15,235)(130,857)-(130,857)

Impairment Expense – intangible assets

-(378,730)-(378,730)-(378,730)

Other expenses

(3,439,044)(80,864)(1,221,938)(4,741,846)1,047,047(3,694,799)

Income Tax Expense

(1,264,783)--(1,264,783)(6,259)(1,271,042)

Net profit / (loss) after tax

3,502,419(427,845)11,633,66814,708,242(11,983,909)2,724,333

Total Assets

283,729,128689,4108,859,591293,278,129(9,549,513)283,728,616

Total Liabilities

255,006,839148,7677,212,827262,368,433(9,937,738)252,430,695

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance receivables):

Year ended 31 Mar 2026

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Other

- - 11,28411,284-11,284

- - 11,28411,284-11,284

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 57

Year ended 31 Mar 2025
FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Revenue ‑ interest income

18,083,09911,523219,41018,314,032(159,448)18,154,584

Revenue - fee income (loan receivables)

4,252,324--4,252,324-4,252,324

Revenue from contracts with customers

‑ Advisory fee revenue

- 135,500-135,50026,441161,941

- Yearbook and research sales

-238-238-238

Other income

60,975-830,292891,267(828,204)63,063

Dividend income

--2,000,0002,000,000(2,000,000)-

Total revenue

22,396,398147,2613,049,70225,593,361(2,961,211)22,632,150

Interest expense

(11,796,791)(28)(10,882)(11,807,701)159,448(11,648,253)

Fee and commission expense

(1,028,654)--(1,028,654)-(1,028,654)

Cost of sales

-(14,325)-(14,325)(3,778)(18,103)

Net revenue

9,570,953132,9083,038,82012,742,681(2,805,541)9,937,140

Increase in allowance for expected

credit losses

(428,615)--(428,615)-(428,615)

Personnel expenses

(1,642,326)(81,990)(274,841)(1,999,157)-(1,999,157)

Depreciation and amortisation

(45,562)-(10,348)(55,910)(29,636)(85,546)

Other expenses

(3,125,466)(56,530)(1,133,156)(4,315,152)828,204(3,486,948)

Income tax (expense) / benefit

(1,133,026)--(1,133,026)1,952(1,131,074)

Net profit / (loss) after tax

3,195,958(5,612)1,620,4754,810,821(2,005,021)2,805,800

Total Assets

216,974,7781,020,7413,841,499221,837,018(3,652,650)218,184,368

Total Liabilities

192,806,11873,193139,889193,019,200(4,075,994)188,943,206

Acquisition of property, plant and equipment, intangible assets, and other non-current assets (excluding non-current finance

receivables):

Year ended 31 Mar 2025

FINANCERESEARCH &

ADVISORY

CORPORATE &

OTHER

TOTAL

SEGMENTS

ELIMINATIONSCONSOLIDATED

$$$$$$

Other

--417,888417,888-417,888

--417,888417,888-417,888

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

58 | GENERAL CAPITAL

NOTE 10: INTANGIBLE ASSETS
GOODWILLLICENCESBARTERCARD

TRADE DOLLARS

CUSTOMER

RELATIONSHIP

TOTAL

$$$$$

Year ended 31 March 2025

Opening net book amount

1,813,589277,000186,024192,012 2,468,625

Additions

1,799,238--652,0002,451,238

Disposals

--(24,370)-(24,370)

Amortisation and impairment charge

---(72,306)(72,306)

Closing net book amount

3,612,827277,000161,654771,7064,823,187

At 31 March 2025

Cost

3,612,827277,000161,654935,6394,987,120

Accumulated amortisation and impairment

---(163,933)(163,933)

Net book amount

3,612,827277,000161,654771,7064,823,187

GOODWILLLICENCESBARTERCARD

TRADE DOLLARS

CUSTOMER

RELATIONSHIP

TOTAL

$$$$$

Year ended 31 March 2026

Opening net book amount

3,612,827277,000161,654771,7064,823,187

Additions

-----

Disposals

--(13,017)-(13,017)

Amortisation and impairment charge

(378,730)--(113,797)(492,527)

Closing net book amount

3,234,097277,000148,637657,9094,317,643

At 31 March 2026

Cost

3,612,827277,000148,637935,6394,974,103

Accumulated amortisation and impairment

(378,730)--(277,730)(656,460)

Net book amount

3,234,097277,000148,637657,9094,317,643

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 59

Impairment testing for cash-generating units (CGU) containing brands and licences
20262025

Goodwill

$$

Allocated to the finance (non-bank deposit taking / property lending) CGU

1,323,7291,323,729

Allocated to finance (insurance premium funding) CGU

1,799,2381,799,238

Allocated to the research and advisory CGU

111,130489,860

3,234,0973,612,827


Licences with an indefinite useful life

Allocated to the finance (non-bank deposit taking / property lending) CGU

247,000 247,000

Allocated to the research and advisory CGU

30,000 30,000

277,000 277,000

The aggregate carrying amounts of goodwill and indefinite life licences are outlined above. Goodwill primarily relates to growth

expectations, expected future profitability and the workforce of the CGU’s. The Group has assessed that there is no foreseeable

limit to the period of time over which the goodwill and licences are expected to generate net cash inflows for the Group and as

such they have been assessed as having an indefinite useful life.

The Group’s indefinite useful life intangible assets have been tested for impairment at least annually. Finance CGUs were last

tested on 31 March 2026 with no impairment required (March 2025: Nil). Impairment of $378,730 pertaining to the Research and

Advisory CGU was recognised in the year ended 31 March 2026 (March 2025: Nil).

The recoverable amount of the CGUs has been determined based on value in use calculations. These calculations use pre-tax

cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five

year period are extrapolated using the estimated long term growth rates stated below. The growth rate does not exceed the long

term average for the products, industries or country in which the CGUs operate. For each of the CGU’s with goodwill and indefinite

life licences, the key assumptions, long term growth rate and discount rate used in the value in use calculations are as follows.

20262025

$$

Impairment

Impairment expense - Goodwill

378,730-


Finance (Non-bank deposit taking / property lending) CGU

Pre-tax free cash flows to equity holders (FCFE) have been forecasted based on growth in the non-bank deposit taking / property

lending business within the current constraints of the licence / trust deed which prohibits the Capital Ratio to go below 8%. The

forecasted growth in net cash flows is driven primarily by the net interest and fee margin from forecasted growth in deposit funding

and the loan book. Significant expenditure has been incurred since the business was purchased by the Group to ensure that the

business has the capacity and resources to allow for the growth.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Finance CGU are:

1) Loan receivables through the forecast period

2) Term deposits through the forecast period

3) Loan weighted average interest rate growth through the forecast period

4) Term deposit weighted average growth through the forecast period

5) Terminal growth rates used to extrapolate cash flows beyond the forecast period

6) Pre-tax discount rates

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

60 | GENERAL CAPITAL

Loan Receivables and Term Deposits
The most recent historical data on term deposit withdrawals, top-ups, and new deposits was reviewed to estimate trends in term

deposit inflows, which in turn funded the growth in loan receivables. For the year ended 31 March 2026, the actual growth in loan

receivables was 62.7%, and term deposits grew by 34.3%. Both loan and term deposits demonstrated higher growth compared

to the last year’s forecast. This was mainly due to the higher deposit inflows driven by the Deposit Compensation Scheme, which

came into effect in July 2025. The demand on the lending side was also strong due to the downward movement of the OCR

throughout the year.

The forecasted year one growth in loan receivables is 27.8%, which is lower than the most recent three-year average growth of

39.2%. This reflects the Group’s conservative outlook given economic disruption and uncertainty arising from the 2026 Iran conflict.

The forecasted year one growth in term deposits is 34.6%, which is lower than the most recent three-year average growth of 41.9%.

Subsequently, both loan receivables and term deposits are forecasted to grow within the range of 20% to 35%.

Lending and Term Deposit Interest rates

Weighted average interest on loans was assumed based on the interest rates and maturities of the existing loans with an

incremental monthly review for new loans during the first forecast period to 31 March 2027. The weighted average lending rate as

at 31 March 2027 was then carried forward for the remaining forecast period as a proxy.

Group is anticipating a decrease in weighted average rate on term deposits given the existing competitive nature of the industry

and higher levels of inflation rates. The rate from 31 March 2027 was carried forward for the remaining forecast period as a proxy.

Terminal growth beyond year five

Cash flows beyond the five-year period are extrapolated using the estimated long term growth rate of 2.0% which is consistent

with the mid-point of the Reserve Bank of New Zealand medium term Consumer Price Index Policy Target range (1% to 3%), with a

focus on keeping future average inflation near the 2% target midpoint. The growth rate does not exceed the long-term average for

the products, industries or country in which the CGU operate.

Pre-tax discount rate

A pre-tax discount rate of 17.3% was used for the Finance (non-bank deposit taking / property lending) CGU. The discount rate

calculation is based on the industry segment the CGU is engaged in, and is derived from its weighted average cost of capital. The

weighted average cost of capital takes into account both the cost of debt and equity, however for the purposes of 31 March 2026

testing we put target Equity to Capital of 100%. The cost of equity is derived from the expected return on investment by the Group’s

investors using the capital asset pricing model allowing for unsystemic risk adjustments. Segment-specific risk is incorporated

by applying individual beta factors. The beta factors are evaluated based on publicly available market data at the time of testing.

Adjustments to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of

equity. These adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific

risk premium management have considered factors such as:

1) Small size risk

2) Key personnel dependency risk

3) Limited product line risk

4) Geographical/concentration risk

5) Forecast risk

The uncertainty in the cash flows for future periods has been built into discount rate.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 61

Sensitivity to change in key assumptions
The most sensitive assumptions in the calculation of value-in-use are loan receivable growth, term deposits growth, weighted

average loan interest rate growth and weighted average term deposit interest rate growth. The following summarises the amount

by which the key assumptions would need to change, with all other assumptions remaining constant, for the recoverable amount

to equal the carrying amount:

Loan Receivable Growth102.4%

Term Deposit Growth-50.7%

Term Deposit Interest Rate Growth17.1%

Loan Interest Rate Growth-21.6%

Finance (Insurance Premium Funding) CGU

Pre-tax free cash flows to the firm (FCFF) have been forecasted based on expected revenue and expenditure growth in the

insurance premium funding business. Interest from premium funding is forecasted to increase in year one due to the increase in

loan receivables and interest rates. From year two to year five, interest growth is projected to be increased in line with inflation.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Finance (Insurance Premium Funding) CGU are:

1) Net revenue expectations through the forecast period

2) Expenditure expectations through the forecast period

3) Loan receivables through the forecast period

4) Terminal growth rates used to extrapolate cash flows beyond the forecast period

5) Pre-tax discount rates

Net Revenue

Net Revenue is calculated as interest income less interest expense paid to the parent company.

Forecast Net Revenue consists of:

1) Net Interest Premiums Revenue: The Group expects net interest income from premium funding to increase by 6.3% in year one,

driven by anticipated growth in insurance premiums. Growth rates are assumed to moderate thereafter, remaining within a

range of 1.0% to 2.8%.

2) Contract Admin Fee Revenue: This fee revenue is forecasted to grow in line with the interest premiums revenue.

3) Other Income/Commissions Revenue: This represents incidental and ad hoc income, which is forecasted based on historical

trends.

Expenditure

The Group is expecting expenditure to increase 10.5% for year one, and 1.7% to 2.4% for the remaining forecast period. The referral

expense is the main expenditure, which is driven by the new premium funding.

Loan Receivables

Loan receivables are forecast to grow by 15.3% in year one, driven by increases in insurance premiums and organic growth within

the CGU. For the remaining forecast period, growth rates of 2.0% to 2.4% are applied within the model.

Terminal growth beyond year five

Cash flows beyond the five-year period are extrapolated using the estimated long term growth rate of 2.0% which is consistent

with the mid-point of the Reserve Bank of New Zealand medium term Consumer Price Index Policy Target range (1% to 3%), with a

focus on keeping future average inflation near the 2% target midpoint. The growth rate does not exceed the long-term average for

the products, industries or country in which the CGU operate.

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

62 | GENERAL CAPITAL

Pre-tax discount rate
A pre-tax discount rate of 20.4% was used for the Finance (Insurance Premium Funding) CGU. The discount rate calculation is

based on the industry segment the CGU is engaged in, and is derived from its weighted average cost of capital. The weighted

average cost of capital takes into account both the cost of debt and equity. The cost of equity is derived from the expected return

on investment by the Group’s investors using the capital asset pricing model allowing for unsystemic risk adjustments. The cost

of debt is derived from weighted average interest rate paid by the finance segment as at 31 March 2026. Segment-specific risk is

incorporated by applying individual beta factors. The beta factors are evaluated based on publicly available market data at the time

of testing. Adjustments to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of

equity. These adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific

risk premium management have considered factors such as:

1) Small size risk

2) Key personnel dependency risk

3) Limited product line risk

4) Geographical/concentration risk

5) Forecast risk

The uncertainty in the cash flows for future periods has been built into the discount rate.

Sensitivity to changes in key assumptions

The most sensitive assumptions in the calculation of value-in-use are revenue and expenditure. The following summarises the

amount by which the key assumptions would need to change, with all other assumptions remaining constant, for the recoverable

amount to equal the carrying amount:

Revenue Growth

-27.0%

Expenditure Growth

64.6%

Research and advisory CGU

Pre-tax free cash flows to the firm (FCFF) have been forecasted based on expected revenue and expenditure growth in the

research and advisory business.

Key assumptions used in value-in-use calculations

The key “base” assumptions used in the calculation of value-in-use for Research and Advisory CGU are:

1) Net revenue expectations through the forecast period

2) Expenditure expectations through the forecast period

3) Terminal growth rates used to extrapolate cash flows beyond the forecast period

4) Pre-tax discount rates

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 63

Net Revenue
Net Revenue is calculated as gross revenue less forecast 50% direct commission.

Forecast Revenue consists of:

1) Debt Structuring/Brokerage Revenue: The Group expects to undertake 5 to 10 projects per annum for year one, based on

historical trends. However, the scale of these projects is anticipated to be significantly smaller than those completed in the

year ended 31 March 2026. As a result, net revenue is forecasted to decrease by 83.8% in year one, followed by a recovery with

growth rates ranging from 5.3% to 6.2% over the remaining forecast period.

2) Capital Raising/Listing Revenue: No capital raising revenue is forecast for the next five years due to the unpredictable state of

the economy & anticipated Group commitments.

3) Other Income/Commissions Revenue: This represents incidental and ad hoc income, which is forecasted based on

historical trends.

It is assumed that all projects will be in the form of cash.

Expenditure

The Group expects expenditure to decrease by 89.5% in year one, primarily due to the resignation of the Corporate Finance. From

year two to year five, expenditure is projected to increase at 2.3% to 2.5% per annum.

Terminal growth beyond year five

Cash flows beyond the five-year period are extrapolated using the estimated long term growth rate of 2.0% which is consistent

with the mid-point of the Reserve Bank of New Zealand medium term Consumer Price Index Policy Target range (1% to 3%), with a

focus on keeping future average inflation near the 2% target midpoint. The growth rate does not exceed the long-term average for

the products, industries or country in which the CGU operate.

Pre-tax discount rate

A pre-tax discount rate of 29.4% was used for the Research and Advisory CGU. The discount rate calculation is based on the

industry segment the CGU is engaged in, and is derived from its weighted average cost of capital. The weighted average cost of

capital takes into account both the cost of debt and equity. The cost of equity is derived from the expected return on investment

by the Group’s investors using the capital asset pricing model allowing for unsystemic risk adjustments. The cost of debt is derived

from weighted average interest rate paid by the finance segment to deposit holders as at 31 March 2026. Segment-specific risk is

incorporated by applying individual beta factors. The beta factors are evaluated based on publicly available market data at the time

of testing. Adjustments to the discount rate are made in order to reflect a pre-tax discount rate.

The specific risk premium includes adjustments to the basic Capital Asset Pricing Model inputs to arrive at a risk adjusted cost of

equity. These adjustments include current market factors (other than systemic risks) and asset specific risks. In arriving at specific

risk premium management have considered factors such as:

1) Small size risk

2) Key personnel dependency risk

3) Limited product line risk

4) Geographical/concentration risk

5) Forecast risk

The uncertainty in the cash flows for future periods has been built into the discount rate.

Sensitivity to changes in key assumptions

The most sensitive assumptions in the calculation of value-in-use are revenue and expenditure. The following summarises the

amount by which the key assumptions would need to change, with all other assumptions remaining constant, for the recoverable

amount to equal the carrying amount:

Revenue Growth

108.7%

Expenditure Growth

-189.9%

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

64 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 11: INVESTMENT IN SUBSIDIARIES

OWNERSHIP INTEREST HELD

Subsidiary

20262025

Corporate Holdings Limited (CHL)Holding company

100.0%100.0%

General Finance LimitedFinance

100.0%100.0%

Investment Research Group LimitedResearch and advisory

100.0%100.0%

Bridges Financial Services LimitedInsurance Premium Funding

100.0%100.0%

Commercial and General Finance LimitedDormant

100.0%100.0%

General Finance & Investments LimitedDormant

100.0%100.0%

General Finance & Leasing LimitedDormant

100.0%100.0%

General Leasing LimitedDormant

100.0%100.0%

General Loan and Finance LimitedDormant

100.0%100.0%

Mykco Limited (previously named

General Capital Limited)

Dormant

100.0%100.0%

All subsidiaries have a 31 March balance date.

NOTE 12: EQUITY

(a) Ordinary shares

NUMBER$

Balance at 1 April 2024

363,574,975 21,561,120

1‑ for‑4 share consolidation on 2 August 2024

90,893,81321,561,120

Ordinary shares issued on 14 March 2025

935,039262,653

Transaction costs arising on shares issued, and share consolidation

-(12,167)

Balance at 31 March 2025

91,828, 85221,811,606

Ordinary shares issued on 3 July 2025

22,879 6,802

Ordinary shares issued on 12 December 2025

26,181 7,961

Transaction costs arising on shares issued, and share consolidation

- (8,598)

Balance at 31 March 2026

91,877,912 21,817,771

All ordinary shares rank equally and entitle the holder to participate in dividends and to share in the proceeds of winding up the

Company in proportion to the number of and amounts paid on the shares held. One vote is attached to each fully-paid ordinary

share. Shares have no par value.

On 2 August 2024, General Capital executed a 1-for-4 share consolidation, reducing the total number of shares on issue.

On 14 March 2025, 935,039 shares were issued in accordance with the General Capital Staff Share Scheme and for Director Fee’s.

On 3 July 2025, 22,879 shares were issued as per the Dividend Reinvestment Plan.

On 12 December 2025, 26,181 shares were issued as per the Dividend Reinvestment Plan.

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 65

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

(b) Reserves

FINANCIAL

ASSETS AT

FVOCI*

SHARE-BASED

PAYMENTS

TOTAL

RESERVES

$$$

Balance at 1 April 2024

(148,376)17,608 (130,768)

Expired warrants converted to retained earnings

- (17,608) (17,608)

Revaluation of financial assets at FVOCI*

(126,624)- (126,624

Balance at 31 March 2025

(275,000)- (275,000)

Revaluation of financial assets at FVOCI*

29,218 - 29,218

Disposed financial assets transferred to retained earnings net of tax

245,782- 245,782

Balance at 31 March 2026

-- -

*FVOCI - Fair Value through Other Comprehensive Income

NOTE 13: EARNINGS PER SHARE

2026

CENTS

2025

CENTS

Basic earnings per share attributable to the ordinary equity holders*

2.97 3.09

Diluted earnings per share attributable to the ordinary equity holders*

2.97 3.09

Basic earnings per share

2026

$

2025

$

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating basic earnings per share:

2,724,333 2,805,800

Profit / (loss) attributable to the ordinary equity holders of the Company used in

calculating diluted earnings per share:

2,724,333 2,805,800

2026

NUMBER

2025

NUMBER

Weighted average number of ordinary shares used as the denominator in calculating

basic earnings per share*

91,853,657 90,937,363

Weighted average number of ordinary shares used as the denominator in calculating

diluted earnings per share*

91,853,657 90,937,363

* Calculated as Net Profit after income tax expense divided by the weighted average number of ordinary shares.

66 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 14: SHARE BASED PAYMENTS

On 3 July 2025, 22,879 shares were issued at $0.297 per share for the Dividend Reinvestment Plan.

On 12 December 2025, 26,181 shares were issued at $0.304 per share for the Dividend Reinvestment Plan.

Warrants issued to directors and senior managers

The Senior Management warrants comprise 4,250,000 warrants which entitled the holder to subscribe for one ordinary share for each warrant

exercisable prior to 30 June 2024, at 9.0 cents per share. These warrants are not transferable and require the relevant senior manager to

remain employed by or to be a contractor to the Company at the date of the exercise. The warrants are not quoted on NZX.

During the year ended 31 March 2026, no warrants lapsed due to non-satisfaction of the terms of the warrant. (31 March 2025: 4,250,000).

DIRECTORS’ AND SENIOR MANAGERS’

WARRANTS1

NUMBER$

Balance at 1 April 2024

4,250,000 17,608

Warrants issued on 27 September 2021 lapsed on non satisfaction of the terms of the warrant

(note 12)

(4,250,000)(17,608)

Balance at 31 March 2025

- -

--

Balance at 31 March 2026

- -

NOTE 15: OTHER OPERATING EXPENSES

Included in other expenses are the following amounts:

20262025

$$

Directors fees

359,419 376,691

Auditors Remuneration


‑ Audit and other assurance services

- Audit of financial statements (Grant Thornton New Zealand Audit Limited)

281,912 282,842

- Other assurance services (Grant Thornton New Zealand Audit Limited)

3,178 3,075

Total remuneration paid to auditors

285,090 285,917

Other operating expenses

2,881,541 2,633,150

Total other operating expenses

3,526,050 3,295,758

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 67

NOTE 16: TAXATION
16.1 Income tax

20262025

$$

Net operating profit before taxation

3,995,375 3,936,873

Income tax expense at prevailing rates (2026: 28%; 2025: 28%)

(1,118,705)(1,102,324)

Tax impact of expenses not deductible for tax purposes

(127,344)(27,375)

Tax impact of OCI deductible loss

--

Under‑provision of tax in prior year

(24,993)(1,374)

Taxation expense per the statement of comprehensive income

(1,271,042)(1,131,073)

Comprising:

‑ Current Tax

(1,388,158)(885,925)

‑ Deferred tax

117,116(245,148)

(1,271,042)(1,131,073)

GENERAL CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

68 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

16.2 Deferred tax asset

20262025

$$

Balance at beginning of year

(62,973)182,174

(Charged) / credited to profit or loss

Increase / (decrease) in impairment loss provision

64,832(28,917)

Increase / (decrease) in accrued expenses

26,6796,193

(Increase) / decrease in customer relationship

31,863(216,077)

Increase / (decrease) in unearned income

(6,258)(6,346)

54,143(62,973)

Deferred tax attributed to:

20262025

Deferred tax assets:

Impairment loss provision

168,216103,384

Accrued expenses

66,77240,093

Unearned income

3,3709,628

238,358153,105

Deferred tax liabilities:

Customer relationship

184,215 216,078

184,215 216,078

Net deferred tax assets

54,143(62,973)

16.3 Imputation credit account

20262025

$$

Balance at beginning of year

3,265,208 2,411,384

Tax paid

1,635,226 1,141,390

Tax refund received

(99,495)(93,154)

Imputation credits attached to dividend paid

(273,371)(194,412)

4,527,568 3,265,208

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 69

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 17: RECONCILIATION OF NET SURPLUS WITH CASH FLOWS FROM OPERATING ACTIVITIES

NOTE20262025

$$

Net profit after tax

2,724,3332,805,800

Adjustment for non-cash and other items

Movement in allowance for expected credit losses

576,394428,615

Impairment of Goodwill

10378,730-

Deferred tax movement

16.1(117,116)245,146

Depreciation and amortisation

130,85785,547

Loss on sale of carparks

-50,000

Adjustment for movements in working capital

(Increase) / decrease in loan receivables (net advances)

(92,005,385) (14,887,482)

Increase / (decrease) in term deposits (net receipts)

63,243,432 48,432,344

(Increase) / decrease in accrued interest on loans receivable

(87,992) (167,989)

(Increase) / decrease in capitalised loan fees

(673,352) (396,059)

(Increase) / decrease in capitalised interest

(48,784) (7,245)

(Increase) / decrease in accounts receivable

(11,487) (18,328)

(Increase) / decrease in related party receivable

2,048 (2,158)

(Increase) / decrease in prepayments and other current assets

(9,739) (17,873)

(Increase) / decrease in prepaid commission

11,728 30,129

(Increase) / decrease in Bartercard trade dollars

13,018 24,370

Increase / (decrease) in income tax payable

76,851 9,113

Increase / (decrease) in deferred income

818,696 954,281

Increase / (decrease) in interest payable

82,696 1,099,404

Increase / (decrease) in related party payable

25,065 (407)

Increase / (decrease) in accounts and other payables

278,557 2,717,942

Net cash (used in) / provided by from operating activities

(24,591,450)41,385,150

70 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 18: RELATED PARTY BALANCES AND TRANSACTIONS

Key Management Personnel (KMP) includes the Company’s Directors, subsidiary company Directors, Legal Counsel,

and Chief Financial Officer.

RELATED PARTY RECEIVABLES:

20262025

$$

Key Management Personnel

67,464100,000

Moneyonline Limited

3452,393

Total

67,809102,393

RELATED PARTY PAYABLES:

20262025

$$

Key Management Personnel

31,0245,959

The above amounts payable to related parties are unsecured, interest-free and repayable on demand.

OTHER RELATED PARTY BALANCES:

20262025

$$

Term deposits held by related parties1

679,198734,904

Loans receivable from related parties2

608,1671,120,176

1 Includes term deposits held by Key Management Personnel, Directors, their families and their controlled entities. During the

year ended 31 March 2025 $587,108 of the Term deposits held by related parties has been approved for early withdrawal on

1 November 2024 in compliance with the Company’s ‘early repayment’ terms of offer criteria included in the Group’s Product

Disclosure Statement.

2 On 17 March 2025, a further advance on one of the related party capitalised interest loan was approved with balance up to

$518,481. The loan is an arms length transaction conducted on normal commercial terms (31 March 2025: $486,486). On 27

February 2026, a interest-only loan of $112,497 was approved for a related party (31 March 2025: $663,330).

Transactions with related parties

RELATED PARTY

TYPETRANSACTION20262025

$$

Key Management Personnel

(KMP)1

ExpenseShort term Remuneration

1,217,584 1,154,295

ExpenseInterest paid or capitalised on term deposits held by

KMP or their family members

49,065 81,109

RevenueInterest & fee revenue on loans

99,42286,131

ExpenseRecharge of expenses

37,370255,431

Expense"Issuance of 62,844 ordinary shares in payment for

previously incurred Director fees"

-17,653

Staff Share Scheme Shares issued

-100,000

Staff Share SchemeRepayment of staff share loan

32,536-

1 Key Management Personnel (KMP) includes the Company’s Directors, subsidiary company Directors, Corporate Counsel, and

Chief Financial Officer.

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 71

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 19: ACQUISITION OF BRIDGES FINANCIAL SERVICES LIMITED

On 1 November 2024, General Finance Limited acquired 100% of the shares in Bridges Financial Services Limited.

The details of the business combination are as follows:

FAIR VALUE OF CONSIDERATION TRANSFERRED

NOTE2025

$

Amount settled in cash

2,877,850

Settlement of original shareholder loan

4,954,031

Total

7,831,881

Trade and Other Receivables

8,586,846

Cash and Cash Equivalents

469,261

Customer Relationship

652,000

Total Current Assets

9,708,107

Accounts Payables

3,310,562

Other Payables

182,342

Deferred Tax

182,560

Total Current Liabilities

3,675,464

Identifiable Net Assets

6,032,643

Goodwill on Acquisition

10 1,799,238

BFSL’s contribution to the Group results

BFSL contributed $506,895 of revenue (gross) and $103,873 of profit after tax to the consolidated results of the Group for the five

months from November 2024 to 31 March 2025. If BFSL had been acquired on 1 April 2024, BFSL’s contribution to the consolidated

revenue (gross) of the Group would have been $1,248,540 for FY2025.

72 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2026

NOTE 20: RECLASSIFICATION FOR COMPARABILITY

During the year ended 31 March 2026, the Company reassessed the classification of certain income and expense items to better

align with the requirements of NZ IFRS 7 – Financial Instruments: Disclosures and NZ IFRS 9 – Financial Instruments.

As a result, certain items previously presented under “Fee and commission income / expense” have been reclassified to “Interest

income / expense” in the Statement of Comprehensive Income. The Statement of Cash Flow have also been updated accordingly

that items previously presented under “Loan fees, commission and other income” have been reclassified to “Interest received”, and

items under “Payments to suppliers and employees” have been reclassified to “Interest paid”.

These reclassifications were made to enhance the consistency and comparability of the financial statements and had no impact on

the Company’s profit, equity, or operating cash flows.

The comparative figures for the year ended 31 March 2025 have been restated accordingly. The impact of the reclassification

is as follows:

AS PREVIOUSLY

REPORTED

RECLASSIFICATION

Line Item in Comprehensive Income

$$

Interest income

18,154,584+ 3,382,173

Fee and commission income

4,252,324 - 3,382,173

Interest expense

(11,648,252) + 1,008,919

Fee and commission expense

(1,028,654) - 1,008,919

Line Item in Cash Flows from Operating Activities

Interest received

19,049,089 + 3,382,173

Receipts from customers

3,847,085 - 3,382,173

Interest paid

(10,548,848) + 1,008,919

Payments to suppliers and employees

(3,689,101) - 1,008,919

NOTE 21: EVENTS SUBSEQUENT TO REPORTING DATE

In May 2026, the Board announced a final dividend of $784,716 to be paid out in July 2026.

There has been no matters or circumstance, which has arisen since reporting date that has significantly affected or may

significantly affect:

- the operations, in financial years subsequent to reporting date, of the Group, or

- the results of those operations, or

- the state of affairs, in financial years subsequent to reporting date, of the Group.

ANNUAL REPORT 2026CONSOLIDATED FINANCIAL STATEMENTS | 73

07
SHAREHOLDER

& STATUATORY

INFORMATION

74 | GENERAL CAPITAL

ANNUAL REPORT 2026SHAREHOLDER & STATUATORY INFORMATION
|

75

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

General Capital Limited (the Company) is a listed company on the NZX Main Board.

The Company had one class of quoted financial products on issue during the year ended 31 March 2026

Ordinary shares

All ordinary shares rank equally with one vote attached to each ordinary share. Ordinary shares entitle the holder to participate in

dividends and the proceeds on the winding up of the Company in proportion to the number of shares held.

LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 25 May 2026)

Ordinary Shares

RANKREGISTERED HOLDER

ORDINARY

SHARES HELD

%

1Borneo Capital Limited

31,730,47934.54%

2FNZ Custodians Limited

6,180,284 6.73%

3RB New Zealand Pty Ltd

5,719,833 6.23%

4Brent Douglas King

5,528,829 6.02%

5Citibank Nominees (New Zealand) Limited

5,500,001 5.99%

6Joanna Jackson & Malcolm Jackson

4,347,826 4.73%

7Snowdon Peak Investments Limited

3,720,680 4.05%

8New Zealand Depository Nominee Limited

3,114,121 3.39%

9HSBC Nominees (New Zealand) Limited

2,263,327 2.46%

10Custodial Services Limited

2,177,150 2.37%

11Owen Arvind Daji

1,757,616 1.91%

12Olivia Ling

1,666,944 1.81%

13Montezemolo Holdings Limited

1,627,986 1.77%

14John Tomson

1,572,431 1.71%

15Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis

1,416,856 1.54%

16Syed Hizam Alsagoff

1,000,000 1.09%

17Brad Nicolas Fris & Elizabeth Caroline Pearce & Caitlin Brianne Day

652,174 0.71%

18Forsyth Barr Custodians Limited

500,000 0.54%

19Garth William Ward

459,781 0.50%

20CLM Trustees 2016 Limited

434,783 0.47%

81,371,10188.56%

76 | GENERAL CAPITAL

GENERAL CAPITAL LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

SPREAD OF FINANCIAL PRODUCT HOLDERS (as at 25 May 2026)

Ordinary Shares

SIZE OF HOLDING

NUMBER OF

SHAREHOLDERS

%NUMBER OF

ORDINARY SHARES

%

1 ‑ 1,999

48069.9%94,5620.1%

2,000 ‑ 4,999

55 8.0% 163,733 0.2%

5,000 ‑ 9,999

24 3.5% 164,699 0.2%

10,000 ‑ 49,999

54 7.9% 1,311,286 1.4%

50,000 ‑ 99,999

20 2.9% 1,246,547 1.4%

100,000 ‑ 999,999

38 5.5% 9,572,722 10.4%

1,000,000 ‑ 9,999,999

15 2.2% 47,593,884 51.8%

10,000,000 and over

1 0.1% 31,730,479 34.5%

687100%91,877,912100%

Geographic Spread

New Zealand

57383.4% 77,003,054 83.8%

Malaysia

669.6% 2,036,154 2.2%

Rest of World

487.0% 12,838,704 14.0%

687100%91,877,912100%

SUBSTANTIAL PRODUCT HOLDERS (as at 31 March 2026)

The following information is provided pursuant to section 293 of the Financial Markets Conduct Act 2013.

As at 31 March 2026 the Company had the following shareholders that are registered by the company as Substantial Product Holders

in the Company, having disclosed a relevant interest in quoted voting products under the Financial Markets Conduct Act 2013.

ORDINARY SHARES% OF VOTING (ORDINARY)

SHARES AT BALANCE DATE

Borneo Capital Limited

31,730,47934.55%

Brent Douglas King1

9,605,508 10.45%

DMX Asset Management Limited2

7,763,328 8.45%

FNZ Custodians Limited

6,180,287 6.73%

RB New Zealand Pty Limited

5,768,102 6.28%

61,047,70466.45%

Total Ordinary Shares on issue as at 31 March 2026

91,877,912

1Includes holdings by Brent Douglas King personally and as a sole director and shareholder of Snowdon Peak Investments Limited.

2Includes holdings through Citibank Nominees (New Zealand) Ltd and HSBC Nominees (New Zealand) Limited.

ANNUAL REPORT 2026SHAREHOLDER & STATUATORY INFORMATION | 77

DIRECTORS’ REMUNERATION AND OTHER BENEFITS FOR THE PERIOD ENDED 31 MARCH 2026
Ordinary Shares

DIRECTORS FEES2OTHER

REMUNERATION

$$

Rewi Hamid Bugo1

66,52866,000

Brent Douglas King3

41,580 459,478

Gregory Stephen James

53,222 -

Anita Maria Killeen

38,016 -

Donald Frederick Hattaway (director of subsidiary)

64,390 -

Gregory John Pearce (director of subsidiary)5

49,183 4,920

Geoffrey William Sinclair (director of subsidiary)

41,580 -

354,499530,398

1Other remuneration paid to Rewi Hamid Bugo comprises of a travel allowance.

2The above fees are recorded exclusive of GST, if any.

3 Other remuneration paid to Brent Douglas King comprises salaries and other benefits paid to Brent Douglas King in his capacity as

Managing Director of General Capital Limited and its subsidiaries. Brent Douglas King’s other remuneration is broken down below.

$

Base Salary

350,000

FY26 Bonus

-

Other benefits4

109,478

459,478

Other Remuneration of the Managing Director:

4 Other benefits comprise of Kiwisaver, vehicle allowance, and a 10% commission on all consulting revenue charged by Investment

Research Group Ltd.

The employment contract between the Company and Brent Douglas King is deemed to be a Material Transaction as defined by the

NZX Listing Rules (the Rules) and is subject to the exception under 5.2.2(e) of the Rules.

5Other remuneration paid to Gregory John Pearce in his capacity as a director is for credit control / recovery and loan administration.

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

78 | GENERAL CAPITAL

DIRECTORS INTEREST REGISTER
DIRECTORS DEALINGS IN QUOTED FINANCIAL PRODUCTS DURING THE YEAR ENDED 31 MARCH 2026

DATE OF

TRANSACTION(S)

FINANCIAL

PRODUCT

NUMBER OF

FINANCIAL

PRODUCTS

ACQUIRED /

(DISPOSED)

CONSIDERATION

(RECEIVED) / PAID $

Geoffrey William Sinclair 3 Jul 2025Ordinary Shares28284

Gregory Stephen James3 Jul 2025,

& 12 Dec 2025

Ordinary Shares4,4151,336

Relevant Interests

1 Shares were acquired during pursuant to the Company Staff Share Scheme.

DIRECTORS QUOTED FINANCIAL PRODUCT HOLDINGS AT 31 MARCH 2026

ORDINARY SHARES

NUMBER

Rewi Hamid Bugo1

31,730,479

Brent Douglas King2

9,605,508

Gregory Stephen James

354,034

Donald Frederick Hattaway (director of subsidiary)3

226,252

Geoffrey William Sinclair (director of subsidiary)

21,099

Gregory John Pearce (director of subsidiary)

12,500

41,949,872

Relevant Interests

1 Deemed relevant interest by virtue of Rewi Hamid Bugo owning more than 20% of the voting products of Borneo Capital Limited

(the registered holder).

2 Includes shares owned by Snowden Peak Investments Limited (the registered holder), of which Brent King is the sole director

and shareholder.

3 Deemed relevant interest by virtue of Donald Frederick Hattaway being a director of Casrom Trustee Company Limited a trustee

of Romana Benevolent Trust (the registered holders).

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

ANNUAL REPORT 2026SHAREHOLDER & STATUATORY INFORMATION | 79

DIRECTORS INTEREST REGISTER (CONTINUED)
During the year ended 31 March 2026, pursuant to section 140 of the Companies Act 1993 the directors disclosed the

following interests:

Brent Douglas King

Moneyonline Limited

Snowdon Peak Investments Limited

Cannabis & Bioscience Corporation Limited

Rewi Hamid Bugo

Borneo Capital Limited

Gregory Stephen James

Burwood Capital Investments Limited

Ladies Mile Property Syndicate LP

Donald Frederick Hattaway (director of subsidiary)

Casrom Trustee Company Limited

Romana Benevolent Trust

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993, the Group has provided insurance for and indemnities to, directors and

employees of the Group for losses from actions undertaken in the course of their duties. The insurance includes indemnity costs

and expenses incurred to defend an action that falls outside the scope of the indemnity.

EMPLOYEE REMUNERATION

During the year ended 31 March 2026, the number of employees or former employees of the Group not being directors of General

Capital Limited or subsidiaries, who received remuneration and other benefits in their capacity as employees, the value of which

exceeded $100,000 for the year was as follows:

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

80 | GENERAL CAPITAL

NUMBER OF EMPLOYEES
REMUNERATION RANGE

20262025

$100,000 ‑ $109,999

11

$110,000 ‑ $119,999

1-

$120,000 ‑ $129,999

--

$130,000 ‑ $139,999

-2

$140,000 ‑ $149,999

--

$150,000 ‑ $159,999

2-

$160,000 ‑ $169,999

--

$170,000 ‑ $179,999

13

$180,000 ‑ $189,999

2-

$190,000 ‑ $199,999

--

$200,000 ‑ $209,999

--

$210,000 ‑ $219,999

--

$220,000 ‑ $229,999

2-

$230,000 ‑ $239,999

--

$240,000 ‑ $249,999

--

$250,000 ‑ $259,999

-1

$260,000 ‑ $269,999

--

$270,000 ‑ $279,999

--

$280,000 ‑ $289,999

--

$290,000 ‑ $299,999

--

$300,000 ‑ $309,999

--

$310,000 ‑ $319,999

--

$320,000 ‑ $329,999

--

$330,000 ‑ $339,999

--

$340,000 ‑ $349,999

--

$350,000 ‑ $359,999

--

$360,000 ‑ $369,999

--

$370,000 ‑ $379,999

--

$380,000 ‑ $389,999

--

$390,000 ‑ $399,999

--

$400,000 ‑ $409,999

--

$410,000 ‑ $419,999

--

$420,000 ‑ $429,999

1-

DONATIONS MADE

During the year ended 31 March 2026, the Group made total donations of $18,500.

GENERAL CAPITAL LIMITED

SHAREHOLDER AND STATUTORY INFORMATION

ANNUAL REPORT 2026SHAREHOLDER & STATUATORY INFORMATION | 81

08
CORPORATE

DIRECTORY

0102

REGISTERED OFFICE

General Capital Limited

Level 8, General Capital House

115 Queen Street

Auckland 1010

New Zealand

PO Box 1314

Shortland Street

Auckland 1010

New Zealand

E: info@gencap.co.nz

W: www.gencap.co.nz

T: (09) 526 5000:

AUDITOR

Grant Thornton New Zealand Audit Limited

Level 4, Grant Thornton House

152 Fanshawe Street

Auckland CBD

Auckland 1010

82 | GENERAL CAPITAL

0304
SHARE REGISTER

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

BANKERS

Bank of New Zealand

ANZ Bank New Zealand Limited

ASB Bank Limited

Westpac New Zealand Limited

Heartland Bank Limited

ANNUAL REPORT 2026CORPORATE DIRECTORY

|

83

---

General Capital Limited
Level 8, General Capital House,

115 Queen Street, Auckland CBD

PO Box 1314, Shortland Street,

Auckland, New Zealand. 1140.

Phone +64 9 304 0145




General Capital Releases 2026 Annual Report


General Capital, the NZX listed Financial Services Group, has today released its Annual Report

for the year ended 31 March 2026.


A copy of the Annual Report is also available on the Company’s website at:

www.gencap.co.nz/financial-reports.


The Directors of General Capital Limited are pleased to present another record result for the year

ended 31 March 2026.


The consolidated revenue was 18% higher than the previous year, increasing to $26,760,760

and Net Profit After Tax was broadly in line with the prior year with a solid result of $2,724,333

for the year ended 31 March 2026. Consistent with the prior year, these results represent sound

performance for the Group with year-on-year growth and the achieving another record year of

revenue and asset growth since it was listed in 2018.


The Group maintained a strong balance sheet with total assets increasing by a further 30%

since March 2025, demonstrating the Group’s ability to manage its capital in light of continuing

economic uncertainties. Subsidiary Company General Finance Limited has also maintained its

credit rating of BB with a slight uplift from a ‘Stable’ to ‘Positive’ outlook by Equifax on 10

December 2025 which supplements the outstanding performance of the Group during the

financial year.


General Capital declared a final dividend of $0.0085 per share to supplement the half year

dividend of $0.0033 per share, bringing the total dividends per share for FY26 to $0.0118 per

share. This reflects the Group’s strong financial performance and commitment to delivering

shareholder value. The dividend aligns with the policy introduced at the Annual Shareholder

Meeting in July 2025 to allow up to 40% of NPAT to be paid as dividends and underscores the

Board’s confidence in the Group’s growth trajectory and financial resilience.


This announcement was approved by the Directors of General Capital Limited.

ENDS

For further information contact:


Brent King

Managing Director

General Capital Limited

+64 21 632 660

Brent.King@gencap.co.nz

22 June 2026

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