2026 Annual Report - substantial product holder table
20
26
ANNUAL
REPORT
Esquires Coffee Tullamore, Ireland
Table of Contents
Chairman’s Report 01
Director’s Report 07
Independent Auditor’s 08
Report
Consolidated Statement 11
of Profit or Loss and Other
Comprehensive Income
Consolidated Statement 12
of Changes in Equity
Consolidated Statement 13
of Financial Position
Consolidated Statement 15
of Cash Flows
Notes to the Consolidated 16
Financial Statements
Statutory Information 49
and Corporate Governance
Corporate Governance 53
Statement
Company Directory 64
Esquires Coffee Kingston Upon Thames, UK
Executive Chairman
Keith Jackson
Results for the year ended
31 March 2026
$1.39M
EBITDA of NZ$1.39m (£0.61m) for FY26
compared to NZ$1.22m (£0.57m) FY25.
• This is after considering an increase in
one-off transactions of NZ$0.5m
(£0.23m) that related to changes in the
UK that are not part of the continuing
business.
• Normalising for this one-off amount
would mean that the EBITDA would be
+36% at NZ$1.9m (£0.84m)
There were 105 Group sites operating in the UK and Ireland at 31 March 2026, up 18% from 89
at 1 April 2025.
Net store numbers growth in UK of 17% and 35% in Ireland versus reported industry growth
of 3.5% in UK and 2.5% in Ireland.
The focus on market towns, housing developments, retail parks and suburban locations in
the UK continues to be an important contributor along with the core elements of the brand
of organic coffee products and an enhanced food offering, delivered in a warm and sociable
environment by the local owners of the franchised stores.
During the year a new partnership was formed with Tesco (Ireland) where Esquires is now
operating five stores within Tesco outlets at Tullamore, Clonmel (Powerstown), Youghal,
Waterford and Wexford. The Wexford outlet opened in May of FY26.
87%
Revenue was up 87% at NZ$12.8m (£5.6m) v
NZ$6.7m (£3.1m) in FY25.
• This includes NZ$5.3m (£2.3m) of direct
sales through the Dairygold stores v
NZ$1.0m (£0.47m) in FY25.
• Franchise Revenue (excluding Dairygold
sales) was $7.0m (£3.1m), an increase of
22.6%.
Chairman’s Report
Highlights
Full year Group store sales of NZ$95.8m (£42.17m) for the
core markets of UK & Ireland, an increase of 22.8%
FY25: $78.0m (£36.5m).
1
Target store numbers for UK & Ireland by FY34 is 300 with the total of 105 as at the end of FY26.
The International business, which currently generates systemwide sales of NZ$9.4m (£4.1m) across four
countries, is poised for further growth through new agreements for Master Franchises to establish
operations in the fast-growing Indian and UAE markets.
The industry continues to grow with independent research company Allegra World Coffee Portal
predicting UK store numbers to grow at 3.0% and Ireland to grow at 2.4% over the next 5 years.
Operational Business Performance
United Kingdom
Esquires Coffee UK store numbers increased to 82 on 31 March 2026, with 21 new Esquires stores
opened and 9 closed during the year. Sales for FY26 year increased 1.8% and the average store sales was
NZ$848,850 (£373,636) which was up 4.9% on FY the prior year.
The growth has been strong in the Southeast of England (including London, East Midlands & East of
England) where the local Regional Developer grew the business by 39% in terms of store sales in FY26.
This demonstrates the success of the local Regional Developer model.
A new Regional Developer has been appointed for the Southwest of England and South Wales and there
is an existing Regional Developer in the North of England. New Regional Developers are currently being
sought for West Midlands (including North Wales), Scotland and Northern Ireland. The new appointees
are expected to accelerate the growth in the UK as they settle into the roles.
2
Esquires Coffee Ireland were
awarded the Franchisor of the Year
Expanding (Food & Non-Food) at
the recent Irish Franchise
Association annual awards.
The Franchisee of the Year Award
for Food and Beverage was
awarded to long-term franchisees
Mani and Stuti Basu who
celebrated 10 years with Esquires
during 2025 and have grown their
portfolio in Esquires from one
store to six stores supported by
the new partnership with Tesco
supermarkets in Ireland.
Mani and Stuti Basu
Ireland
Tesco
Continuing store sales increased by 26% in FY26, totalling
NZ$30.5m (£13.4m), FY25 NZ$24.1m (£11.3m).
Outlet numbers at the end of the year were 23, a growth
of 35% with the addition of four Tesco stores, one further
Dairygold store and two new Franchised stores.
Like for like store sales were up 4.9% versus FY25 for
continuing stores.
Sales from Franchised stores were 80% of total sales in
Ireland with 14 franchised stores operating at the end of
March 2026.
During the year, a new partnership was
formed with Tesco (Ireland) where Esquires
is now operating five stores within Tesco
outlets at Tullamore, Clonmel
(Powerstown), Youghal, Waterford and
Wexford. The Wexford outlet opened in May
of FY26. This is an exciting development
that started in November in Tullamore. For
FY26 sales were 2% of the total store sales
for Ireland but we naturally expect this to
grow significantly in FY27.
As Cooks manage the Dairygold stores we record actual store sales as revenue whereas in
franchised stores we record only the royalty from the stores sales. The same situation applies
to costs where employee and other costs are shown as they are incurred in the managed stores
but for the franchise network the costs that are reported relate to the corporate activities of
the small team.
Dairygold -
Company managed Stores
The four company managed stores in
Dairygold co-op Superstores in Midleton,
Mallow and Carrigaline near Cork and
Raheen in Limerick delivered store sales of
NZ$5.3m (£2.3m). Mallow, the store which
has the highest sales opened in June 2025
and contributed for 43 weeks. The Dairygold
stores contributed 17.6% of the Ireland
systemwide store sales for the full year.
3
Esquires Coffee Mallow, Ireland
International
Cooks systemwide sales in the international segment
was up 1% on the previous financial year with the Saudi
Arabian market at 99% of prior year and Pakistan at
103%. Portugal and Jordan sales were 3% up on prior
year.
During the year one new store was added in Karachi,
Pakistan in Habitt Mall and this store is performing very
well. Store numbers were stable in Saudi Arabia, Pakistan
and Jordan.
The company signed a Master Franchise Agreement in
May 2025 to develop into the rapidly growing Indian
market and in December 2025 a Master Franchise
Agreement was signed to develop the UAE with two
excellent UK franchisees. These are exciting
developments with significant potential in rapidly
growing markets.
Total equity in the Company was NZ$(1.897)m (£0.835m)
which resulted from write downs of investments
undertaken in years prior to FY25. The comparison for
last year was NZ$(2.891)m (£1.354m).
Debt reduced from NZ$4.3m (£1.9m) at the end of FY25
to NZ$2.86m (£1.26m) and debt to total assets reduced
from 11.8% at the end of FY25 to 8.18% at the end of
FY26.
Statement of financial position
Our mission is to deliver exceptional coffee experiences
while creating long-term value through responsible and
sustainable business practices. We believe profitability
and sustainability go hand in hand and our commitment
to ESG principles is embedded throughout our
operations, supply chain, community engagement and
growth strategy.
Environmental, Social &
Governance(ESG)
4
Esquires Coffee Gerrards Cross, UK
Supporting local musicians, producers and small
businesses through community partnerships and
events.
Working with educational institutions and local
organisations to strengthen community
engagement.
Supporting inclusive employment initiatives that
create opportunities for individuals with additional
needs.
Hosting local celebrations, charity events and
community gatherings that bring people together.
Building a Sustainable Brand
We continue to strengthen our ties to local communities, creating welcoming spaces that support
inclusion, connection and wellbeing. Our cafés play an important role as community hubs across the UK
and Ireland.
We are committed to operating with integrity, transparency and accountability across our franchise
network. We work closely with suppliers and franchise partners who share our values and support our
sustainability objectives.
In 2026 Esquires received seven nominations at the Irish Franchise Association Awards and was proud
to win Franchisor of the Year - Expanding (Food & Non-Food) and Franchisee of the Year - Food &
Beverage, reflecting the strength of our business model and responsible growth strategy.
Governance & Responsible Growth
5
Vision for the Future
We aim to lead the market with responsibly sourced coffee, locally produced ingredients
where practical and environmentally conscious business practices. Together with our
franchise partners, suppliers and local communities we continue to build a stronger and
more sustainable business while creating positive environmental and social outcomes.
G.K. Jackson
Executive Chairman
Outlook
The FY27 financial year has begun strongly with four new stores opened in the UK, two in
Ireland and 3 new stores being committed in the new international markets at 23 June
2026.
The expansion strategy, combined with strong like-for-like sales growth, demonstrates
the Company’s resilience and ability to attract and retain customers in both established
and new locations.
Summary
Growth for the Esquires brand continues to significantly exceed reported industry
growth in both core markets and the Board would like to acknowledge the dedicated
performances of all the parties involved in the Group’s activities driving the growth plans
and delivering excellent service to our customers every day.
In the core markets of UK & Ireland around 250,000 customers are being served each
week by our wonderful team led by our franchisees along with their staff, supported by
Regional Developers in the UK and the company’s great teams in both the UK & Irish
markets.
The Company is expecting to continue to grow at this rate of stores being added per
annum to have more than 300 stores operational in UK and Ireland by FY34 and with the
international business growth being leveraged off the strong performances in the core
markets.
Esquires Coffee Liffey Valley staff with Brendan Duigenan on opening day
Directors’
Report
The directors of Cooks Coffee Company Limited present to
shareholders the Annual Report and consolidated financial
statements for Cooks Coffee Company Limited and its
controlled entities (together the “Group”) for the year ended
31 March 2026.
The directors are responsible for presenting consolidated
financial statements in accordance with New Zealand law
and generally accepted accounting practice, which give a true
and fair view of the financial position of the Group as at 31
March 2026 and their financial performance and cash flows
for the year ended on that date.
The directors consider that the consolidated financial
statements of the Group have been prepared using
appropriate accounting policies, consistently applied and
supported by reasonable judgements and estimates and that
all relevant financial reporting and accounting standards
have been followed.
The directors believe that proper accounting records have
been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and
facilitate compliance of the consolidated financial
statements with the Financial Markets Conduct Act 2013.
The directors consider they have taken adequate steps to
safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
The directors note that there were no material changes in
the nature of the business undertaken by the Company in
the past year.
G.K. Jackson
Executive Chairman
Gordon Robinson
Chairman of the Audit
Committee
7
Esquires Coffee Hertford, UK
Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited
Independent auditor’s report to the shareholders of Cooks Coffee
Company Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of Cooks Coffee Company Limited
(the Company) and its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2026, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2026,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
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), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with
Professional and Ethical Standard 1 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 we have no relationship with, or interests in, the Company or any of its
subsidiaries.
Page | 9
Material uncertainty related to going concern
We draw attention to Note 4 in the consolidated financial statements, which indicates that the Group
reported a net profit of $407,000 for the year ended 31 March 2026 and, as of that date, the Group reported
net liabilities of $1,897,000 and its current liabilities exceeded its current assets by $1,680,000. As stated in
Note 4, these events or conditions, along with other matters as set forth in Note 4, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Key audit matters
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. In addition to the matter described in the
Material uncertainty related to going concern section, we have determined the matters described below to
be the key audit matters to be communicated in our report.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Chairman’s Report, the Directors’ Report, and Statutory information and corporate
governance for the year ended 31 March 2026, 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.
Intangible
assets
Area of focus
(refer also to note 14)
The Group has $2.8m of intangible assets
for Global IP rights related to the franchise
system. These assets have an indefinite
useful life and are therefore subject to
annual impairment testing.
Because of the significance to the financial
statements of this balance and the
judgements and assumptions which need
to be applied in determining the
recoverable amounts of the cash
generating unit to which this intangible is
allocated is the reason why we have given
specific audit focus and attention to this
area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Analysed the key assumptions
included in the Group’s impairment
assessment by comparison with
historical data and trends, including
revenue growth and actual results
against prior forecasts
— Completed sensitivity analysis on
key assumptions including the
discount rate applied and revenue
growth rates
— Assessed that appropriate
disclosure has been included in the
financial statements
Page | 10
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.
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 NZ IFRS, 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 for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Michael Wood.
Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent 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 shareholders, as a body, for our audit work,
this independent auditor’s report, or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland, 24 June 2026
11
FY26 Annual Report
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 31 March 2026
31 March 31 March
2026 2025
Notes $'000 $'000
Continuing operations
Revenue 5 12,785 6,728
Grant and other income 5.1 305 251
Franchisee Incentives and store consumables
(1,690) (387)
Impairment loss on receivables 11 (515) (106)
Net foreign exchange (losses)/gains
6 (14)
Employee costs 6 (4,899) (2,497)
Release Director Fee Accrual 5.2 - 166
Other expenses 7 (4,599) (2,923)
Earnings before interest, tax, depreciation and amortisation
1,393 1,218
Depreciation and amortisation 15,20.1 (466) (117)
Interest Income 21.2 1,726 1,624
Finance costs on leases 8,20.2 (1,972) (1,702)
Finance costs on loans 8 (277) (386)
Share of profit from joint venture accounted for using the equity
method
22 3 176
Profit/(Loss) before income tax
407 813
Income tax (expense)/credit 9 - -
Profit/(Loss) for the year from continuing operations 407 813
Net Profit/(Loss) for the year attributable to shareholders 407 813
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve
122 (232)
Other comprehensive income after tax
122 (232)
Total comprehensive Profit/(Loss) for the year
attributable to shareholders
529 581
Total comprehensive Profit/(Loss) for the year
attributable to Shareholders of the parent arises from:
- Continuing operations
529 581
529 581
Profit/(Loss) per share:
Basic and diluted profit/(loss) per share (New Zealand Cents)
from continuing operations:
19.2 0.62 1.30
This statement should be read in conjunction with the notes to the consolidated financial statements.
12
FY26 Annual Report
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
Attributable to Equity holders of the Company
Share
Capital
Foreign
currency
translation
reserve
Share
based
payment
reserve
Accumulated
Losses
Total
Equity
Notes $'000 $'000 $'000 $'000 $'000
Balance at 31 March 2024 58,845 2,068 - (64,914) (4,001)
Comprehensive loss for the year
Profit/(Loss) for the year - - - 813 813
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Change in foreign currency translation reserve - (232) - - (232)
Total comprehensive income/(loss) for the
year
- (232) - 813 581
Transactions with owners of the Company
Issue of ordinary shares 19.1 529 - - - 529
Total contributions by owners of the
Company
529 - - - 529
Balance at 31 March 2025 59,374 1,836 - (64,101) (2,891)
Comprehensive loss for the year
Profit/(Loss) for the year - - - 407 407
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Change in foreign currency translation reserve - 122 - - 122
Total comprehensive income/(loss) for the
year
- 122 - 407 529
Transactions with owners of the Company
Issue of ordinary shares 19.1 465 - - - 465
Total contributions by owners of the
Company
465 - - - 465
Balance at 31 March 2026 59,839 1,958 - (63,694) (1,897)
This statement should be read in conjunction with the notes to the consolidated financial statements.
13
FY26 Annual Report
Consolidated Statement of Financial Position
As at 31 March 2026
31 March 31 March
2026 2025
Notes $'000 $'000
Current Assets
Cash and cash equivalents 10 1,123 2,686
Trade and other receivables 11 2,051 1,604
Lease receivables 21.1 4,514 4,072
Other current assets 11 413 696
Current Assets 8,101 9,058
Non-Current Assets
Property, plant and equipment 15 967 415
Right-of-use assets 20.1 2,369 2,449
Lease receivables 21.1 20,634 21,624
Intangible assets 14 2,838 2,831
Other non-current financial assets 15 15
Black Goo JV Investment 16 13
Non-current assets 26,839 27,347
Total Assets 34,940 36,405
Liabilities
Current Liabilities
Trade and other payables 16 3,874 3,334
Deferred revenue 17 483 614
Lease liabilities 20.1 4,954 4,422
Borrowings 18 - 881
Bank Loans 18 470 148
Current liabilities 9,781 9,399
Non-Current Liabilities
Deferred Revenue 17 1,685 2,198
Lease liabilities 20.1 22,732 23,885
Borrowings 18 - 900
Bank Loans 18 2,389 2,407
Other Liabilities 18 250 507
Non-current liabilities 27,056 29,897
Total Liabilities 36,837 39,296
Net Assets/(Liabilities) (1,897) (2,891)
Equity
Share capital 19.1 59,839 59,374
Accumulated losses (63,694) (64,101)
Foreign currency translation reserve 1,958 1,836
Total equity (1,897) (2,891)
14
FY26 Annual Report
The consolidated financial statements were approved for issue for and on behalf of the Board as at 24 June 2026.
This statement should be read in conjunction with the notes to the consolidated financial statements.
G.K Jackson Gordon Robinson
Executive Chairman Chairman of the Audit Committee
15
FY26 Annual Report
Consolidated Statement of Cash Flows
For the year ended 31 March 2026
31-Mar 31-Mar
2026 2025
Notes $'000 $'000
Operating activities
Cash was provided from:
Receipts from customers 11,712 5,736
Dividends received - 163
Cash was applied to:
Interest cost (277) (386)
Payments to suppliers (6,054) (3,267)
Payments to employees (4,406) (2,520)
Principal elements of lease receipts 4,147 564
Net cash provided from/(applied to) operating
activities 24 5,122 290
Investing activities
Cash was provided from:
Disposal of property, plant and equipment
- -
Cash was applied to:
Purchase of property, plant and equipment (743) (366)
Acquisition of intangible assets
Net cash provided from/(applied to) investing
activities (743) (366)
Financing activities
Cash was provided from:
Proceeds from borrowings 197 2,554
Proceeds from share issue 123 478
Cash was applied to:
Principal elements of lease payments (4,339) (573)
Repayment of borrowings (1,894) (940)
Net cash provided from/(applied to) financing
activities (5,913) 1,519
Net increase/(decrease) in cash and cash
equivalents held (1,534) 1,443
Cash & cash equivalents at beginning of the year 2,686 1,174
Effect of exchange rate changes on foreign currency
balances
(29)
69
Cash & cash equivalents at end of the year 10 1,123 2,686
Composition of cash and cash equivalents:
Bank balances 10 1,123 2,686
This statement should be read in conjunction with the notes to the consolidated financial statements.
16
FY26 Annual Report
Notes to the Consolidated Financial Statements
1. Nature of operations
Cooks Coffee Company Limited (“CCC” or the “Company”) and its controlled entities (the “Group”)
principal activity is the food and beverage industry with the primary focus being on operating a network
of cafes internationally via franchised operations.
2. General information and statement of compliance
Cooks Coffee Company Limited is the Group’s ultimate parent company, is incorporated and domiciled
in New Zealand and is listed on the New Zealand stock exchange and on the Aquis Stock Exchange in the
United Kingdom.
The address of its registered office is 2/105 Jervois Road, Herne Bay, Auckland 1011, New Zealand.
Cooks Coffee Company Limited is a company registered under the Companies Act 1993 and is an FMC
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The consolidated financial
statements of the Group have been prepared in accordance with the requirements of Part 7 of the
Financial Markets Conduct Act 2013 and the NZX Market Listing Rules.
The consolidated financial statements comprise the Company, its controlled entities and its associates
(together the “Group”). See Note 13.
For the purposes of complying with NZ GAAP, the Group is a Tier 1 for-profit entity. The Company’s
consolidated financial statements comply with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS). They comply with the International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB) and IFRIC interpretations.
The information in the consolidated financial statements is presented in New Zealand dollars which is
the functional currency of the ultimate parent company. Amounts in the consolidated financial
statements have been rounded off to the nearest thousand, or in certain cases, the nearest dollar
unless otherwise stated.
The consolidated financial statements for the year ended 31 March 2026 (“FY26”) were approved and
authorised for issue by the Board of Directors on 23 June 2026.
G.K Jackson Gordon Robinson
Executive Chairman Chairman of the Audit Committee
17
FY26 Annual Report
3. Material accounting policy information
3.1. Going concern
The directors have prepared the consolidated financial statements on the going concern basis. In doing
so significant judgement has been applied. For further details of these assumptions and associated
material uncertainties refer to Note 4.
3.2. Overall considerations
The principal accounting policies applied in the preparation of these financial statements are set out in
the accompanying notes where an accounting policy choice is provided by NZ IFRS, is new or has changed,
is specific to the Group’s operations or relates to material transactions, events or conditions.
These policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements have been prepared using the historic cost basis. The
measurement bases are more fully described in the accounting policies below.
3.3. New and amended standards adopted by the group
The Group has adopted all new or amended NZ IFRS standards and interpretations that are
mandatory for the reporting period beginning on 1 April 2025. The following amendments are relevant
to the Group:
No other new or amended standards had a material impact on the Group’s financial performance or
position.
Standards and Interpretations Issued but Not Yet Effective
Certain new accounting standards and interpretations have been issued but are not yet effective and
have not been early adopted by the Group. These are summarised below:
NZ IFRS 18 – Presentation and Disclosure in Financial Statements
NZ IFRS 18 was issued in March 2024 and is effective for annual periods beginning on or after 1 January
2027, with early adoption permitted.
The Group is currently assessing the potential impact of NZ IFRS 18 on its financial statement
presentation and disclosures. While the standard is expected to result in changes to the format and
structure of the Group’s primary financial statements, the quantitative impact has not yet been
determined.
3.4. Basis of consolidation
The Group consolidated financial statements consolidate those of the parent company and all its
controlled entities as of 31 March 2026. The Group controls an entity if it is exposed, or has rights, to
variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity.
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on
intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment
from a Group perspective. Amounts reported in the consolidated financial statements of controlled
entities have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
18
FY26 Annual Report
Profit or loss and other comprehensive income of controlled entities acquired or disposed of during the
year are recognised from the effective date of acquisition, or up to the effective date of disposal, as
applicable.
3.5. Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the respective Group entity,
using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign
exchange gains and losses resulting from the settlement of such transactions and from the
remeasurement of monetary items at year end exchange rates are recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated
using the exchange rates at the date of the transaction).
Foreign operations
In the Group consolidated financial statements, all assets, liabilities and transactions of Group entities
with a functional currency other than NZD are translated into NZD upon consolidation. The functional
currencies of the entities in the Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into NZD at the closing rate at the reporting
date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated
as assets and liabilities of the foreign entity and translated into NZD at the closing rate. Income and
expenses have been translated into NZD at the average rate (the use of average rates is appropriate
only if rates do not fluctuate significantly) over the reporting period. Exchange differences are
charged/credited to other comprehensive income and recognised in the currency translation reserve in
equity. On disposal of a foreign operation the cumulative translation differences recognised in equity
are reclassified to profit or loss and recognised as part of the gain or loss on disposal.
3.6. Goods and Services Tax (GST)/Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of GST in New Zealand and VAT in both
UK & Ireland, except where the amount of GST/VAT incurred is not recoverable from the IRD. In these
circumstances, the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of an
item of the expense. Receivables and payables in the Statement of Financial Position are shown
inclusive of GST/VAT.
Cash flows are presented in the statement of cash flows on a gross basis and, except for the GST/VAT
components of investing and financing activities, are disclosed as operating cash flows.
3.7. Revenue
Revenue arises mainly from the franchise rights and royalty arrangements that the Group has in place
with franchise holders. The Group also earns revenue from franchisees in the establishment of their
stores.
Under NZ IFRS 15, revenue from Contracts with Customers is recognised either at a point in time or over
time, or when (or as) the Group satisfies performance obligations by transferring the promised goods
or services to its customers.
The transaction price for a contract excludes any amounts collected on behalf of third parties.
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FY26 Annual Report
The Group recognises contract liabilities for consideration received in respect of unsatisfied
performance obligations and reports these amounts as deferred revenue in the statement of financial
position.
Company operated stores
The Group recognizes revenue from its four company operated stores from direct till receipts
for food and beverage sales at point of sale.
Royalty income from Franchise or Master Franchise Agreements (“MFAs”)
The Group recognises royalty revenue derived from its Franchises and MFAs at a point in time, based on
sales by Franchisees that are reported back to the Company monthly for sales that occurred in that
month.
Franchise fees
The Group recognises revenue derived from its Country & Regional franchise operations on a straight-
line basis over a period that the franchise agreement is in place, which is generally 10 years. This is the
period over which the performance obligation is satisfied.
Supplier incentives
Supplier incentives are recognised in the period to which they relate. Where these have been received
in advance of the period to which they relate, they are classified as deferred revenue and released in
the relevant period.
Significant financing components
Using the practical expedient in NZ IFRS 15, the Group does not adjust the promised amount of
consideration for the effects of a significant financing component if it expects, at contract inception,
the period between the transfer of the promised good or service to the customer and when the
customer pays for that good or service will be one year or less.
Other revenue
Other revenue includes services to independent franchisees or other third parties received by the Group.
Other revenues are recognised when reliable estimates of the amounts due to the Group are deemed
to be highly probable.
3.8. Income taxes
Tax expense recognised in the statement of profit or loss comprises the sum of deferred tax and
current tax not recognised in other comprehensive income, or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to or claims from Tax authorities
relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is
payable on taxable profit, which differs from profit or loss in the consolidated financial statements.
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively
enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on
20
FY26 Annual Report
the initial recognition of an asset or liability unless the related transaction is a business combination or
affects tax or accounting profit. Deferred tax on temporary differences associated with investments in
controlled entities is not provided if reversal of these temporary differences can be controlled by the
Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to
apply to their respective period of realisation, provided they are enacted or substantively enacted by
the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised
against future taxable income, based on the Group’s forecast of future operating results which is
adjusted for significant non-taxable income and expenses and specific limits to the use of any unused
tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off
current tax assets and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in
the statement of profit or loss, except where they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the related deferred tax is also recognised in
other comprehensive income or equity, respectively.
3.9. Employment benefits
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to several state plans and
insurance arrangements for individual employees. The Group has no legal or constructive obligations to
pay contributions in addition to its fixed contributions, which are recognised as an expense in the period
that relevant employee services are received.
Short-term employee benefits
Short-term employee benefits, including annual leave entitlement, are current liabilities included in
employee benefits, measured at the undiscounted amount that the Group expects to pay because of
the unused entitlement.
3.10. Impairment testing of other intangible assets, property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are
largely independent cash inflows (cash-generating units). As a result, some assets are tested
individually for impairment, and some are tested at cash-generating unit level. All other individual
assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating unit's carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-
use. Any reversal of an impairment loss will be limited to what the carrying amount would have been,
net of depreciation or amortisation, if no impairment had taken place. To determine the value-in-use,
management estimates expected future cash flows from each cash-generating unit and determines a
suitable interest rate to calculate the present value of those cash flows. The data used for impairment
testing procedures are linked to the Group’s latest approved budget, adjusted as necessary to exclude
the effects of future reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect management’s assessment of respective risk
profiles, such as market and asset-specific risks factors.
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FY26 Annual Report
Impairment losses for cash-generating units are charged pro rata to the other assets in the cash-
generating unit. All assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment charge is reversed if the cash-generating
unit’s recoverable amount exceeds its carrying amount.
3.11. Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of
the instrument. Financial assets are derecognised when the Group’s contractual rights to the cash flows
from the financial assets expire or when the Group transfers the financial asset to another party
without retaining control or substantially all risks and rewards of the asset. Ordinary purchases and
sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to
purchase or sell the asset. Financial liabilities are derecognised when the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets
Following NZ IFRS 9 treatment, the Group classifies its financial assets as those to be measured at
amortised cost (loans, trade receivables and lease receivables), and those to be measured at fair value
either through OCI or through profit or loss.
Financial assets that are stated at amortised cost are reviewed individually at reporting date. In relation
to the impairment of financial assets, NZ IFRS 9 requires an expected credit loss model (“ECL”). The
expected credit loss model requires the Group to account for expected credit losses and changes in
those expected credit losses at each reporting date to reflect changes in credit risk since initial
recognition of the financial assets i.e. a credit event does not have to have occurred before credit losses
are recognised. The Group has adopted the simplified method for its ECL calculations. Refer to Note 29.2
Credit Risk.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables, other debtors, cash and cash
equivalents and loans and borrowings, which are initially recognised at fair value plus transaction costs
and subsequently measured at amortised cost.
Creditors and accruals are initially recognised at fair value and subsequently measured at amortised
cost.
Interest income and expense
Interest income and expenses are reported on an accrual basis using the effective interest method.
3.12. Intangible assets
Recognition of intangible assets
Acquired intangible assets
Trademarks, global IP rights and rights acquired in a business combination that qualify for separate
recognition are initially recognised as intangible assets at their fair values.
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FY26 Annual Report
Subsequent measurement
Intangible assets not of an indefinite life are accounted for using the cost model whereby capitalised
costs are amortised on a straight-line basis over their estimated useful lives, as these assets are
considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they
are subject to impairment testing as described in Note 14. As of 31 March 2026, the remaining useful life
for Trademarks is 3 years.
Intangible assets (Global IP rights) of an indefinite life are tested for impairment annually by comparing
their carrying amount with their recoverable amount. An estimate of an assets recoverable amount
made in a preceding period may be used in the impairment test for that asset in the current period
provided certain criteria are met.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference
between the proceeds and the carrying amount of the asset and is recognised in profit or loss within
other income or other expenses.
3.13. Equity, reserves and dividend payments
Share capital represents the consideration received for shares that have been issued. Any transaction
costs associated with the issuing of shares are deducted from share capital, net of any related income
tax benefits.
Other components of equity include the following:
• Foreign currency translation reserve – comprises foreign currency translation differences
arising on the translation of consolidated financial statements of the Group's foreign entities
into NZD (see Note 3.5),
• Accumulated losses include all current and prior period results.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends
have been approved in a general meeting prior to the reporting date.
All transactions with owners of the parent are recorded separately within equity.
3.14. Significant management judgement in applying accounting policies and estimation
uncertainty
When preparing the consolidated financial statements, management undertakes several judgements,
estimates and assumptions about the recognition and measurement of assets, liabilities, income and
expenses as follows:
Intangible assets
Intangible assets are recognised on business combinations if they are separable from the acquired
entity or give rise to other contractual/legal rights under NZ IFRS 3. The amounts of intangibles are
estimated by using appropriate valuation techniques. The useful economic life of externally acquired
intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis
over their useful economic lives.
Going concern
The considered view of the Board of Directors of the Company is that, after making enquiries, we have
a reasonable expectation that Cooks Coffee Company Limited (the Company) and Group have access to
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FY26 Annual Report
adequate resources to continue operations for the foreseeable future. For this reason, the Board of
Directors considers the adoption of the going concern assumption in preparing the consolidated
financial statements for the FY26 to be appropriate. (See Note 4).
Leases
Extension and termination options
Extension and termination options are included in several leases across the Group. These terms are used
to maximise operational flexibility in terms of managing contracts. Most of the extension and
termination options held are exercisable only by the Group and not by the respective lessor.
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create an
economic incentive to exercise an extension option or not exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
The assessment is reviewed if a significant event or a notable change in circumstances occurs which
affects this assessment and that is within the control of the lessee.
Incremental borrowing rates
Lease liabilities are measured by discounting the lease payments using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the
lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
• Uses a build-up approach that starts with a risk-free interest rate, adjusted for the credit risk
spread of the lessee. The credit risk spread is determined by reference to recent third-party
financing received by the individual lessee, or indicative quotes obtained from the lessee’s
primary lender.
• Adjusts specific to the lease, e.g. term, security, country and currency.
Impairment testing of intangible assets
In assessing impairment, management estimates the recoverable amount of each asset or cash-
generating unit based on various valuation models as deemed appropriate. Estimation uncertainty
relates to assumptions and judgements used as disclosed in Note 14.
Carrying value of receivables
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It
is based on the lifetime expected credit loss, grouped based on days overdue and makes assumptions
to allocate an overall expected credit loss rate for each group. In making this judgement, the Group
evaluates amongst other factors whether there is objective evidence of significant financial difficulty
of individual customers or customer groups, whether there has been breach of contract such as default
in payment terms, whether it has become probable that the customer or other party will enter into
bankruptcy or other financial reorganisation, the disappearance of an active market for that customer
because of financial difficulties, and national or local economic conditions that could impact on the
24
FY26 Annual Report
customer (see Notes 11 and 29.2). Apart from historical collection rates, the Group also evaluates
forward-looking information that is available. The allowance for expected credit losses, as disclosed in
Note 29.2, is calculated based on the information available at the time of preparation. The actual credit
losses in future years may be higher or lower.
4. Going concern
The Group reported a profit for continuing operations of $407,000 and operating net cash
inflows/(outflows) from continuing operations of $5,122,000 for FY26.
As at 31 March 2026, the Group has reported Net Liabilities of $1,897,000 and current liabilities exceed
current assets by $1,680,000. Included in current liabilities is $483,000 of Deferred Revenue and
$932,000 of debt owing to Jackson & Associates Ltd a related party who is not seeking repayment
within the current period. These factors indicate that a material uncertainty exists that may cast
significant doubt on the Group’s ability to continue as a going concern.
The ability of the Group to pay its debts as they fall due and to realise their assets and extinguish their
liabilities in the normal course of business at the amounts stated in the consolidated financial
statements and to continue trading has been considered by the Directors in the adoption of the going
concern assumption during the preparation of these financial statements.
The Directors forecast that the Group can manage its cash flow requirements at levels appropriate to
meet its cash commitments for the foreseeable future being a period of at least 12 months from the
date of authorisation of these consolidated financial statements. In reaching this conclusion, the
Directors have considered the achievability of the plans and assumptions underlying those forecasts.
The key assumptions include:
• The group is currently marketing the Regional Development rights for West Midlands, Scotland
and Northern Ireland and expects to sell both regions in FY27.
• Regional Franchisees have contractual commitments to open a certain volume of new stores
each year. The combination of these minimum performance obligations is 20 new stores per
annum.
• Based on the company’s current performances the average store sales in the UK are £400,000
and the income that the Group derives per store in the first full year of trading is £16,000.
• The Board notes that recent independent research report from the 2026 World Coffee Portal
shows that the UK branded café industry grew at 3.5% in store numbers and 5.5% in sales value
for the 12 months to January 2026 whilst Esquires Coffee UK grew at more than treble the
industry growth rate in both measures. In Ireland the reported increase in the café industry was
3.0% by store numbers. The UK branded café market is expected to grow by 3.2% for the period
to 2030 whilst in Ireland this growth is expected to be 2.5% CAGR.
• Budget for the FY27 projects a positive cash inflow of $2,395,000.
Additional information to note include:
• The success of the Regional Developer for the Southeast UK, London, East England & East
Midlands region in establishing net fourteen (14) new outlets in FY26 compared to the annual
Minimum Performance Obligation (“MPO”) of ten (10) new outlets for the regions.
• The sale of the Master Franchise rights for UAE will contribute positively in terms of cash in FY27.
• Activity is underway to seek to sell further Master Franchises in targeted countries by
leveraging the models in UK & Ireland.
• In Ireland the model is direct between the company, and the franchisee and the average store
sales are higher based on a larger average footprint. The average new store numbers are
planned to be 4 per annum over the next ten (10) years. The average income that the company
derives per store in the first full year of trading is €50,000.
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FY26 Annual Report
• The company has seen the continued lift in store revenue levels with the average store sales in
the UK increasing 4.9% in FY26 to £381k.
• The Group had a Cash position of $1,123,000 as at 31 March 2026.
The Directors have reasonable expectation that the Group has sufficient headroom in its cash resources
to allow the Group to continue to operate for the foreseeable future or alternatively it can manage its
working capital requirements to create additional required headroom.
Whilst the Directors acknowledge that there are capital raising, credit, exchange and liquidity risks in
the global economic market in which the Group operates, they note the Group has a track record of
obtaining financial support from cornerstone investors and related parties and, where necessary,
negotiating the deferment of debt repayments.
After considering all available information, the Directors have concluded that there are reasonable
grounds to believe that the forecasts and plans are achievable, the Group will be able to pay its debts
as and when they become due and payable, there is sufficient headroom in available cash resources, and
the basis of preparation of the financial report on a going concern basis is appropriate.
The consolidated financial statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount of liabilities that might result should the Group
be unable to continue as a going concern and meets its debts as and when they fall due.
5. Revenue
The Group’s revenue is analysed as follows for each major category:
Continuing Operations
31-Mar 31-Mar
2026 2025
$'000 $'000
Recurring store franchise fees
(royalties etc)
4,798 3,494
Supplier Incentives 2,207 1,730
New store construction & fitout
income
11 24
Franchise & Licence Fees 452 493
Sale of food & beverage 5,317 987
Group revenue 12,785 6,728
Recurring store franchise fees
The Group receives royalties from franchisees to cover central and marketing services delivered under
the franchise agreements issued which are calculated as a % of store sales, usually on a weekly basis.
Supplier Incentives
Incentives from suppliers are recognised in the period to which they relate.
26
FY26 Annual Report
Where there are incentives received in advance of the period to which they relate, these are classified
as deferred revenue and released in the relevant period.
Design income
Revenue from new store projects comprises design fees and other charges relating to the provision of
store design and associated support services.
Franchise fees
Included in franchise fees is the amortisation of deferred revenue related to the sale of country and
regional franchises and revenue from the sale of store franchises. During FY26, the Group’s franchisees
opened net 12 new stores (FY25: 10).
Sale of food & beverage
The company-operated stores are directly owned by Cooks and not operated by a Franchisee.
Revenue arises from direct till receipts for food and beverage sales. Four stores are operated under
this company model.
Purchases of food and beverages on behalf of franchisees are recharged along with marketing materials
and sundry consumables.
5.1. Grant & other income
There was no Grant income in FY26 (FY25: nil). Other income of $305,000 in FY26 mainly relates to
franchisee recharges for equipment and licenses.
5.2. Release of liabilities
No liabilities were released in FY26, $166,000 director fee accrual was released in FY25.
6. Employee costs
Expenses recognised for employee costs are analysed below:
Continuing Operations
31-Mar 31-Mar
2026 2025
$'000 $'000
Wages, salaries 4,021 1,901
Defined contribution funds 685 380
Other staff costs 193 216
Employee remuneration 4,899 2,497
27
FY26 Annual Report
7. Other expenses
Expenses recognised as other costs are analysed below:
Continuing Operations
31-Mar 31-Mar
2026 2025
$'000 $'000
Administration and other costs 1,719 430
Directors’ fees 272 220
Selling, marketing and distribution
costs
817 627
Management fees* 240 260
Professional and consulting services 1,073 1,018
Travel costs 478 369
Other expenses 4,599 2,923
• Refer to note 25.1 for management fee details.
• The increase in wage costs and other costs is related to the company-operated stores as
mentioned in note 5.
8. Finance costs
Finance costs for the reporting periods consist of the following:
Continuing Operations
31-Mar 31-Mar
2026 2025
$'000 $'000
Finance charges - -
Interest expense on
leases
1,972 1,702
Interest on loans 277 386
Finance costs 2,249 2,088
9. Income Tax
The major components of tax expense and the reconciliation of the expected tax expense/credit
based on the domestic effective tax rate of Cooks Coffee Company Limited at 28% and the reported
tax expense/credit in profit or loss are as follows:
31-Mar 31-Mar
2026 2025
$'000 $'000
Profit/(Loss) before tax from continuing operations 407 813
Loss before tax from discontinuing operations
- -
407 813
28
FY26 Annual Report
Domestic tax rate for Cooks Coffee Company Limited 28% 28%
Expected tax expense (income) on continuing
operations
114 228
Adjustment for tax-rate differences in foreign
jurisdictions 16 (81)
Adjustment for non-deductible expenses:
Relating to amortisation of intangible assets - -
Other non-deductible expenses 206 72
Actual tax expense (income) 336 219
Tax expense (income) comprises:
Current tax expense (income) 336 219
Deferred tax expense (income):
- Origination and reversal of temporary differences - -
- Temporary difference relating to amortisation of
intellectual property on acquisition
- -
- Tax losses adjustment to prior period (374) 141
- Tax Losses not recognised - -
- Unrecognised Tax Losses 38 (360)
Income tax expense (income)
- -
Income tax expense (income) is attributable to:
Loss from continuing operations - -
- -
At 31 March 2026, the Group has deferred tax liabilities of $nil (FY25: $nil).
Tax losses
Unused tax losses for which no deferred tax asset has been recognised 21,393 21,259
Potential tax benefit @ 28% 5,990 5,953
No deferred tax asset has been recognised in respect of carried-forward tax losses of $21.4m (2025:
$21.3m), representing a potential tax benefit of $6.0m (2025: $6.0m).
While the Group has reported profits in the current and prior financial years, management considers
that there is not yet sufficient objectively verifiable evidence that future taxable profits will be
available to utilise the tax losses in full. The carried-forward losses are significant relative to the
Group's recent levels of profitability and would require sustained taxable profits over an extended
period for recovery.
Accordingly, the Directors have concluded that the recognition criteria for a deferred tax asset under
NZ IAS 12 have not been met at 31 March 2026. The position will continue to be reassessed at each
reporting date as further evidence of sustainable taxable profitability becomes available.
29
FY26 Annual Report
10. Cash and cash equivalents
Cash and cash equivalents consist of the following:
31-Mar 31-Mar
2026 2025
$'000 $'000
Cash at bank and in hand denominated in:
NZD 272 1,993
EUR 573 417
GBP 278 276
Cash and cash equivalents 1,123 2,686
There are no restrictions on the cash and cash equivalents, these are investments that are short-term
(less than three months from date of acquisition), readily convertible to a known amount of cash.
The Group had no overdraft banking facilities as at 31 March 2026 (FY25: $NIL).
11. Trade and other receivables and other current assets
Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus
transaction costs (if any).
The Group recognises expected credit losses in the Statement of Profit or Loss and Other
Comprehensive Income using the simplified impairment approach, under which lifetime expected credit
losses are recognised from initial recognition of the receivable. The impairment allowance is determined
through a specific review of individual debtor balances, considering factors such as ageing, historical
collection experience, known customer circumstances and the likelihood of recovery, rather than by
applying a formal provision matrix with predetermined expected credit loss rates by ageing category.
Trade and other receivables consist of the following:
31-Mar 31-Mar
2026 2025
$'000 $'000
Trade and other receivables
Trade receivables 2,121 1,672
Less: allowance for expected credit losses (70) (68)
Net trade and other receivables 2,051 1,604
Movements in provision
Opening Balance (68) (76)
Bad Debts write-off 15 8
Release/(Additional allowance) for expected credit losses (17) -
Closing Balance (70) (68)
31-Mar 31-Mar
2026 2025
$'000 $'000
Impairment loss on receivables comprises of:
Release/(Additional allowance) for expected credit losses (17) 8
Bad debts written off (498) (114)
Impairment loss on receivables (515) (106)
30
FY26 Annual Report
During the year, the Group wrote off $498,000 in bad debts, comprising numerous amounts primarily
related to unpaid rent and outgoings from franchisees where the Group is head lessor and subleases
sites to franchisees. These losses arose from franchisee cash-flow pressures and closures. This included
$126,000 of unpaid franchise royalties.
Debtors are reviewed each quarter and an assessment made of recoverability of all balances 90 days or
older. Consideration is taken of any corresponding creditor balances, discussions to date with the
debtor, payment plans agreed and being honoured. Based on this review, a provision for doubtful debts
from 15% to 50% of the outstanding debt may be applied. At subsequent quarterly debtor reviews
further provisioning will be applied depending on an assessment of the likelihood of the debtor to clear
the balance.
The impairment allowance is determined through a specific review of debtor balances rather than
through a formal provision matrix with prescribed ECL rates by ageing bucket.
As at 31 March the ageing of trade receivables is as follows:
31-Mar 31-Mar
2026 2025
$'000 $'000
Trade receivables
Current 713 190
0 to 30 days 647 286
31 to 60 days 37 135
61 to 90 days 36 80
> 90 days 688 981
Trade receivables 2,121 1,672
(a) Other current assets consist of the following:
31-Mar 31-Mar
2026 2025
$'000 $'000
Prepayments 181 135
Deferred Costs 87 111
Accrued Income 163 429
Other short-term assets (18) 21
Other current assets 413 696
12. Deferred Costs
In FY26, this balance relates solely to shares issued in prior years to a regional developer, which are being
recognised as income over the life of the relevant agreement.
13. Interests in other entities
Interests in material subsidiaries
Country % Holding Principal activity
2026 2025
Bishops Café Limited England 100 100 Food and beverage
Franchise Development Limited NZ 100 100 Black Goo UK, Master Franchisor
Esquires Coffee UK Limited England 100 100
Store Lease Holdings, Food and
beverage
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FY26 Annual Report
Esquires Real Estate (UK) Limited England 100 100 Store Lease Holding
Esquires Coffee Houses Ireland Limited Ireland 100 100 Food and beverage
Esquires Coffee Mallow Limited Ireland 100 100 Food and beverage
Esquires Coffee Carrigaline Limited Ireland 100 100 Food and beverage
Esquires Coffee Midleton Limited Ireland 100 100 Food and beverage
Esquires Coffee Raheen Limited Ireland 100 100 Food and beverage
Esquires Franchising (UK) Ltd England 100 100
Master Franchisor - Holding Master
Franchise Agreement
Esquires Coffee Houses Europe Limited
Ireland 100 100
Master Franchisor - Holding Master
Franchise Agreement
14. Intangible Assets
Management assessed the recoverable amounts of the Group’s Global IP Rights asset using ‘value in use’
calculations to assess for any impairment.
Global IP rights were tested for impairment using discounted cash flow projections based on
management approved forecasts for a 5-year period.
The Global IP rights relate to the Esquires franchise system, which is applied to all territories, and
therefore the cash generating unit (“CGU”) considered when assessing the ‘value in use’ of this asset
includes all activity of the group that generates royalty income.
The key assumptions in the models for cash flow projections are those driving the sales forecast. These
have been set based on management’s previous experience of store openings and the franchisee
markets in the UK and Ireland; multiple years of historical sales data for individual stores both in terms
of revenue streams and geographical location and regional developer data on store openings per year.
Main assumptions in the UK sales forecast include:
• FY27 – 20 new stores @ average annualised store sales (adjusted for the projected opening date)
of £400,000 p.a. (FY26: 21 new stores)
• FY28 – 20 new stores @ average annualised store sales (adjusted for the projected opening date)
of £400,000 p.a.
• FY29 – 20 new stores @ average annualised store sales (adjusted for the projected opening date)
of £400,000 p.a.
• The 3-year period is phased to equate to 60 new stores which is based on the contractual
obligations of the 2 existing Regional Developers. This does not include any allowance for West
Midlands, Scotland or Northern Ireland Regional Developers that are currently being advertised
for.
• All royalty rates for new stores based on 3.0% to the company and Incentives are based on 1.5%.
(FY26: royalty 3% & Incentives 1.4%)
The sales forecast for Ireland was based on:
• 4 new stores each year at an average sales per store of €700,000 p.a. Store openings spread
throughout the year.
• Royalty rates for new stores based on 6.0% to the company and Incentives are based on 1.8%.
(FY26: royalty 5.7% & rebates 2.3%).
Other key assumptions in the models for cash flow projections were:
• FY27 being a full year of “normal trading” in core markets and the benefits of the new store
acquisition program.
32
FY26 Annual Report
• Long term growth rate of 20 stores per annum in the UK & 4 new stores in Ireland from FY29
onwards.
• Pre-tax discount rate of 11.8% per annum increased by 1% to 12.8% (FY25: 11.5% per annum
increased by 1% to 12.5%) to recognise intangible asset dependency.
Trademarks, Global IP Rights and Franchise Rights:
The Group acquired trademarks, Global Intellectual Property rights (“Global IP Rights”) and Franchise
Rights through business acquisitions.
Trademarks
Global IP
Rights
Computer
Software Total
$'000 $'000 $'000 $'000
Cost
Balance at 1 April 2024 93 3,245 - 3,338
Disposal of subsidiary
- - - -
Balance at 31 March 2025 93 3,245 - 3,338
Additions - - 7 7
Balance at 31 March 2026 93 3,245 7 3,345
Accumulated amortisation
Balance at 1 April 2024 (73) (434) - (507)
Disposal of subsidiary
- - - -
Balance at 31 March 2025 (73) (434) - (507)
Amortisation charge for the
year - - - -
Balance at 31 March 2026 (73) (434) - (507)
Carrying amounts
At 31 March 2025 20 2,811 - 2,831
At 31 March 2026 20 2,811 7 2,838
Based on the ‘value in use’ calculations, the recoverable amount for Global IP rights was assessed by
management to be above its existing carrying value with no impairment required. Management’s
assessment is that a change in a key assumption would not impact the carrying value to exceed the
recoverable amount.
33
FY26 Annual Report
15. Property, plant and equipment
Furniture
& Fittings
Plant &
Equipment
Computer
Equipment Total
$'000 $'000 $'000 $'000
Cost
Balance at 1 April 2024 9 58 166 233
Additions 71 62 233 366
Disposals - - (2) (2)
Balance at 31 March 2025 80 120 397 597
Balance at 1 April 2025 80 120 397 597
Additions 619 79 44 742
Disposals (2) - (35) (37)
Balance at 31 March 2026 697 199 406 1,302
Accumulated depreciation
Balance at 1 April 2024 (3) (47) (91) (141)
Depreciation (1) (3) (27) (31)
Disposals - - (10) (10)
Balance at 31 March 2025 (4) (50) (128) (182)
Balance at 1 April 2025 (4) (50) (128) (182)
Depreciation (34) (11) (145) (190)
Disposals 2 - 35 37
Balance at 31 March 2026 (36) (61) (238) (335)
Carrying amounts
At 31 March 2025 76 70 269 415
At 31 March 2026 661 138 168 967
16. Trade and other payables
Trade and other payables recognised are all short-term and consist of the following:
31-Mar 31-Mar
2026 2025
Trade and other payables $'000 $'000
- Trade payables 1,590 1,651
- Related party payables* 950 818
- Other payables 1,334 865
Trade and other payables 3,874 3,334
Trade payables
Within Terms 741 337
Overdue 849 1,314
Trade payables
1,590 1,651
34
FY26 Annual Report
The carrying value of trade and other payables classified as financial liabilities measured at amortised
cost approximates fair value. Refer to Note 29.1 on foreign currency risk.
* Further information relating to related party loans and other related party liabilities are set out in
Note 25.
17. Deferred revenue
Below is the breakdown of the current and non-current deferred revenue as presented in the
Statement of financial position.
UK & Ireland
Franchising
Global
Franchising
& Design
Total
$'000 $'000 $'000
Opening balance as of 1 April 2024 3,236 40 3,276
Additions/(Decreases) during the year - (40) (40)
Recognised as:
Franchise fees during the year (424) - (424)
Closing balance as of 31 March 2025 2,812 - 2,812
- Current 614 - 614
- Non-Current 2,198 - 2,198
UK & Ireland
Franchising
Global
Franchising
& Design
Total
$'000 $'000 $'000
Opening balance as of 1 April 2025 2,812 - 2,812
Additions/(Decreases) during the year (860) 261 (599)
Recognised as:
Franchise fees during the year (30) (15) (45)
Closing balance as of 31 March 2026 1,922 246 2,168
- Current 457 26 483
- Non-Current 1,465 220 1,685
The deferred revenue is made up of regional developer fees being recognised over the term of the
agreement and loyalty bonuses from suppliers, also being recognised over the term of the agreement.
During FY26, the Southwest of England and South Wales (SWSW) and West Midlands (WM) regional
developer agreements were terminated, this resulted in a decrease to the deferred Income. A new
Regional Developer has been appointed for the SWSW. New Regional Developers are currently being
sought for WM.
35
FY26 Annual Report
18. Borrowings and other liabilities
Current Non-Current Current
Non-
Current
31-Mar 31-Mar 31-Mar 31-Mar
2026 2026 2025 2025
$'000 $'000 $'000 $'000
Borrowings
Finance Loans - - 2 -
Bank Loans** 470 2,389 148 2,407
Related Party Loans* - - 879 900
Other Liabilities - 250 - 507
470 2,639 1,029 3,814
* Further information relating to related party loans and other related party liabilities are set out in
Note 25.
** This amount consists of 2 loans with BNZ:
$1,000,000 - Business loan, term 5 years, Interest rate variable 8.37%, Principal and Interest
payments over 60 months which commenced April 2025, Guarantor Keith Jackson and Patricia
Frances Jackson and Philip Mack Picot in their capacity as trustees of Nikau Trust.
$1,600,000 – Housing term loan, term 15 years, Interest rate variable 6.94%, Interest only for 1 year
then 168 monthly minimum payments of principal and Interest commencing April 2026, Guarantor
Keith Jackson and Patricia Frances Jackson and Philip Mack Picot in their capacity as trustees of
Nikau Trust.
Reconciliation of liabilities arising from financing activities
Borrowings Lease liabilities Total
Balance at 1 April 2025 4,336 28,307 32,643
Cash flows: proceeds from borrowings 197 - 197
Cash flows: repayment of borrowings (1,894) - (1,894)
Cash flows: principal lease payments - (4,339) (4,339)
Total cash flow movements (1,697) (4,339) (6,036)
New leases recognised - 3,472 3,472
Interest accrued 220 246 466
Total non-cash movements 220 3,718 3,938
Balance at 31 March 2026 2,859 27,686 30,545
Fair value
The fair value of current borrowings approximates to the carrying amount and the impact of
discounting is not significant.
19. Equity
19.1. Share Capital
The share capital of Cooks Coffee Company Limited consists of issued ordinary shares. All shares are
equally eligible to receive dividends and the repayment of capital. The shares have no par value.
36
FY26 Annual Report
Movements of share capital 31-Mar-26 31-Mar-25
Number of Shares issued: No. of Shares No. of Shares
Ordinary shares opening balance 64,738,670 60,002,448
Ordinary shares issued 1,680,672 4,736,222
Total ordinary shares authorised at 31 March 66,419,342 64,738,670
Movements of share capital 31-Mar-26 31-Mar-25
Value of Shares issued: $'000 $'000
Ordinary shares opening balance 59,374 58,845
Ordinary shares buyback - -
Ordinary shares issued less share issue expenses 465 529
Total ordinary shares authorised at period end 59,839 59,374
During the year ended FY26, the company issued 1,680,672 new shares (FY25: 4,736,222), bought back
nil shares and cancelled nil shares (FY25: nil) bringing the total issued shares to 66,419,342 (FY25:
64,738,670). 458,000 non-voting shares were reclassified as quoted ordinary shares. The company
now has 66,377,342 quoted shares and 42,000 non-voting shares on issues.
During FY26, the Company issued shares with a total value of $465,000, recognised in share capital.
Cash proceeds of $123,000 were received and included in cash flows from financing activities. The
remaining $342,000 comprised non-cash items: $234,000 subscribed but unpaid at balance date,
recognised as a receivable, and $108,000 other non-cash credits to share capital. These non-cash
amounts are excluded from the Statement of Cash Flows.
19.2. Profit/(Loss) per share
The calculation of basic and diluted Profit/(loss) per share for the year ended FY26 was based on the
weighted average number of ordinary shares on issue.
31-Mar-26 31-Mar-25
Weighted average ordinary shares issued 65,621,005 62,517,827
Basic and diluted Profit/(loss) per share (New Zealand
Cents) from continuing operations:
0.62 1.30
Net tangible assets per share (New Zealand Cents)
(7.14) (9.06)
Total Profit/(loss) attributable to shareholders
407 813
Profit/(Loss) from continuing operations
407 813
The weighted average numbers of shares are calculated below:
Weighted average number of shares 31-Mar-26 31-Mar-25
Number of Shares issued:
No. of
Shares
No. of
Shares
Ordinary shares opening balance 63,926,009 60,002,448
Ordinary shares issued 1,694,996 2,515,379
Ordinary shares cancelled - -
Ordinary shares bought back on-market and cancelled - -
Total ordinary shares authorised at 31 March 65,621,005 62,517,827
37
FY26 Annual Report
19.3. Shares held by ESOP / Treasury shares
Nil shares were issued in FY26 (FY25: 1,652,047). 740,718 were transferred during the year leaving 71,943
in treasury shares at year end.
20. Leases (Lessee)
The Group leases stores and office premises from various third-party landlords and subsequently re-
leases them to the franchisees under separate lease contracts. This lease arrangement is limited to the
franchises in the UK and Ireland only. Lease contracts are typically made for fixed periods of 5 to 10
years but may have extension options. Lease terms are negotiated on an individual basis and contain a
wide range of different terms and conditions. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes. The Group has concluded that it
retains control of the leased properties which have been sub-leased to franchisees.
Right-of-Use Assets
The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses and adjusted for certain remeasurements of the lease liability.
Costs included in the measurement of the right-of-use asset comprise the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date, less any lease incentives
received;
• any initial direct costs incurred by the lessee; and
• an estimate of the restoration costs to be incurred by the lessee, recognised and measured
applying NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Depreciation is charged to write off the cost of assets, over the lease term using the straight-line
method.
Lease Liabilities
The lease liability is initially measured at the present value of the future lease payments over the lease
term that are not paid at the commencement date, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the lessee's incremental borrowing rate, being the
rate that the lessee would have to pay to borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment.
Generally, the Group uses the lessee's incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that are based on an index or a discount rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option;
and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
38
FY26 Annual Report
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by
lease payments made. It is remeasured when there is a change in future lease payments arising from:
• A change in an index or a discount rate;
• A change in the estimate of the amount expected to be payable under a residual value
guarantee;
• Changes in the assessment of whether a purchase or extension option is reasonably certain to
be exercised or a termination option is reasonably certain not to be exercised; or
• A lease modification that is not accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a
lessee that include renewal options. The assessment of whether the Group is reasonably certain to
exercise such options impacts the lease term, which significantly affects the amount of lease liabilities
and right-of-use assets recognised.
20.1.Amounts recognised in the Statement of Financial Position
The Statement of Financial Position shows the following amounts relating to leases:
Right-of-use assets
31-Mar 31-Mar
2026 2025
$'000 $'000
Property
Cost 2,532 -
Less: Accumulated depreciation (83) -
Net book value as at 1 April 2,449 -
Additions - 2,532
Remeasurement of lease liability - -
Movement in FX 198 -
Depreciation expense (278) (83)
Disposal - -
Net book value as at 31 March 2026 2,369 2,449
Cost 2,730 2,532
Less: Accumulated depreciation (361) (83)
Net book value as at 31 March 2026 2,369 2,449
The right-of-use assets relate to the Dairy Gold lease, four corporate-operated stores in Ireland.
Lease liabilities
31-Mar 31-Mar
2026 2025
$'000 $'000
Current 4,954 4,422
Non-current 22,732 23,885
Total lease liabilities 27,686 28,307
39
FY26 Annual Report
20.2.Amounts recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows the following
amounts relating to leases:
31-Mar 31-Mar
2026 2025
$'000 $'000
As a lessee:
Interest expense on lease liabilities 1,972 1,702
Depreciation expense on right-of-use assets (included in
depreciation and amortisation)
277 83
20.3.Maturity analysis of lease payments
Lease liabilities as the lessee:
31-Mar 31-Mar
2026 2025
$'000 $'000
Less than one year 4,954 4,422
One to five years 18,237 18,571
More than five years 4,495 5,314
Total lease liabilities 27,686 28,307
21. Leases (Lessor)
Finance Lease Receivables
Where the sublease is classified as a finance lease, the Group recognises the assets held under a finance
lease in its statement of financial position and presents them as a finance lease receivable at an amount
equal to the net investment in the lease.
The net investment in the lease is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted using the interest rate implicit in the lease, or in
the case of a sublease, if the interest rate implicit in the sublease cannot be readily determined, the
discount rate used for the head lease (adjusted for any initial direct costs associated with the sublease).
Lease payments included in the measurement of net investment comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives payable;
• variable lease payments that are based on an index or a rate;
• any residual value guarantees provided to the lessor;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option;
and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
40
FY26 Annual Report
The finance lease receivable is subsequently increased by the interest income on the finance lease
receivable and decreased by lease payments received. It is remeasured when there is a lease
modification that is not accounted for as a separate lease.
21.1.Finance lease receivables
31-Mar 31-Mar
2026 2025
$'000 $'000
Current 4,514 4,072
Non-current 20,634 21,624
Total finance lease receivables 25,148 25,696
The average effective Incremental Borrowing Rate for the UK in FY26 is 5.7% per annum (FY25: 5.7% per
annum), and in Ireland the average effective Incremental Borrowing Rate for FY26 is 9.53% per annum
(FY25: 9.53% per annum).
21.2. Amounts recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows the following
amounts relating to leases:
31-Mar 31-Mar
2026 2025
$'000 $'000
As a lessor:
Interest income from subleases classified as finance
leases
1,726 1,624
21.3. Maturity analysis of lease payments
Finance lease arrangements as the lessor:
31-Mar 31-Mar
2026 2025
$'000 $'000
Year 1 6,607 5,567
Year 2 6,319 5,656
Year 3 5,654 5,317
Year 4 4,363 4,631
Year 5 2,986 3,264
Onwards 12,560 8,729
Lease payments 38,489 33,164
Gross investment in the lease 38,489 33,164
Less: unearned finance income (13,341) (7,468)
Present value of minimum lease payments receivable
25,148 25,696
Net investment in the lease 25,148 25,696
41
FY26 Annual Report
The Group is exposed to credit risk in respect of finance lease receivables arising from sublease
arrangements with franchisees.
Credit risk is managed through ongoing monitoring of franchisee performance, review of payment
history, assessment of financial capacity prior to entering into lease arrangements and regular
collection procedures. The Group monitors receivable balances on an ongoing basis and assesses
expected credit losses in accordance with NZ IFRS 9.
The underlying leased properties provide an indirect level of security as the Group retains rights under
the head lease arrangements and may take appropriate action in the event of default by a franchisee.
The Group does not consider there to be significant concentrations of credit risk in relation to finance
lease receivables.
22.Black Goo Joint Venture
During the FY25 financial year, Franchise Development Limited (FDL) entered a joint venture
arrangement with Esquires Coffee Holdings to form Black Goo (UK) Limited. FDL holds a 50% interest
in the Joint Venture, which is accounted for using the equity method in accordance with IAS28.
The Group’s share of profit from the Joint Venture for the year ended 31
st
March 2026 was $2,861
(2025: $176,000), which has been recognised in the consolidated statement of profit under “Share of
profit from joint venture accounted for using the equity method”.
Post reporting date an agreement was reached to sell its 50% share in Black Goo Holdings to its
partner in the business Esquires Coffee Holdings Limited. There was no consideration for the shares.
23.Fees paid to auditor
The Auditor of the Group for 31 March 2026 is William Buck Audit (NZ) Ltd. The sole auditor for UK firms
is Rouse Partners LLP.
31-Mar 31-Mar
2026 2025
$'000 $'000
Audit of financial statements
- Statutory Audit 75 86
- Overseas firms Audit 63 58
Total fees paid to auditor 138 144
24.Reconciliation of cash flows from operating activities
31-Mar 31-Mar
2026 2025
$'000 $'000
Profit/(Loss) after tax
407 813
Add non-cash items:
Depreciation 466 117
Amortisation of intangible assets
Impairment loss on receivables 515 106
Net foreign exchange gains/(losses) (6) 14
42
FY26 Annual Report
Lease interest on right of use asset 246 78
Release of director fee accrual - 166
Joint venture share of profits excluding actual dividends received (3) (13)
Add/(Less) movements in assets/liabilities: 3,497 (991)
Net cash flow applied to operating activities from continuing
operations 5,122 290
25.Related party transactions
The Group’s related parties include the directors and senior management personnel of the Group, and
any associated parties as described below. Unless otherwise stated, none of the transactions
incorporate special terms and conditions and no guarantees were given or received.
• Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson & Associates Limited
and Weihai Holding Limited, Halberg Endowment Fund and a trustee of Nikau Trust.
• Michael Ambrose is a director of Ashville Consultancy Limited, Fiord Lobster Company Limited,
Senior Move Managers Limited, Australia Quota Holdings GP Limited, Australian Lobster
Company (GP) Limited, Deltop Holdings Limited, FLC Trustee Limited, Lobster Management GP
Limited, New Zealand Dairy Goats Limited.
• Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Holding Limited, SPAR
China Group Ltd & Jiajiayue Group Limited.
• Elena Garside is a director of Garside & Garside Ltd.
• Gareth Lloyd-Jones is a director of Argentine Steak House (BIDCO) Limited, Buenasado
(Reading) Limited, High Road Restaurants Group BIDCO Limited, High Road Restaurants Group
HOLDCO Limited & The Small, Buenos Aires Restaurant Limited, North Star (Cambridge) Limited
& Friendly Pub Co Ltd
• Gordon Robinson is a director of Sterling BAPC Ltd, KCR Residential REIT PLC and Falconedge
PLC.
• Black Goo (UK) Ltd joint venture arrangement with Esquires Coffee Holdings and Franchise
Development Limited. Refer to Note 22 for more details of transactions in the year.
Number of shares held by directors and other related parties:
31st March
2026
31st March
2025
Keith Jackson (including related parties) 13,317,345
13,315,845
Jiajiayue Holding Group (including related parties) 10,591,374
10,591,374
Yunan Health & Tourism Holdings 6,714,643
6,714,643
Crown Kj Nominees 4,086,769 4,086,769
CCC Employee Trust 71,943 812,661
Michael Ambrose 1,050,000
1,050,000
Aiden Keegan 114,166
114,166
Gareth Lloyd Jones 150,000 150,000
Gordon David Robinson 150,000 150,000
Elena Garside 150,000 -
43
FY26 Annual Report
25.1. Transactions with related parties
The following transactions occurred with related parties during the year:
31-Mar 31-Mar
2026 2025
$'000 $'000
Purchases of goods and services
Purchase of management services* 240 260
Interest paid to related parties - 233
Other transactions
Subscriptions for new ordinary shares - 50
During the year, the Company incurred management fees of $240,000 to Keith Jackson, in respect of
management and advisory services provided. These fees were agreed on normal commercial terms
and approved by the Board. These fees remained outstanding as at the date of signing of these
accounts and are included in the related parties balance in note 25.2.
The above values are exclusive of GST or VAT if any.
25.2.Balances outstanding with related parties
31-Mar 31-Mar
2026 2025
$'000 $'000
Outstanding balances arising from purchases of goods
and services
Entities controlled by key management personnel 950 818
Loans from related parties
Balance beginning of the year 1,779 1,952
Loans advanced - -
Loans repaid (1,762) (11)
Net foreign exchange effects (8) 6
Loan converted to shares - (50)
Interest charged 4 233
Interest paid (13) (351)
Balance end of period - 1,779
The above values are inclusive of GST or VAT if any.
Related party loans and liabilities either have no interest or carry interest rates ranging from 10% - 15%
pa. They have terms of either being on-call or subordinated debt and with an option of conversion to
equity if mutually agreed. There is no security for these related party loans and liabilities, though one
of the related parties has provided personal property as security to one of the third-party loans owed
by the company.
44
FY26 Annual Report
25.3. Transactions with directors and senior management personnel
Key management of the Group are the executive members of Cooks Coffee Company Limited’s Board of
Directors and senior management. Directors and senior management personnel payments (exclusive of
GST if any) made during the year includes the following expenses:
31-Mar 31-Mar
2026 2025
$'000 $'000
Short-term employee benefits
1,065 1,351
Share based payments
- -
1,065 1,351
26.Segment reporting
The Group’s reportable segments are business units deriving Royalties, Product Sales to Franchisees
and managed café sales in geographical locations.
Segment information for the reporting period is as follows:
31/03/2026
Global
franchising
UK
franchising
International
& Corporate
IRE
franchising
Ireland
Managed
Cafes
Total
Global operational splits $'000 $'000 $'000 $'000 $'000 $'000
Revenue 152 4,091 428 2,797 5,317 12,785
Grant and other income - 134 - 171 - 305
Release of liabilities - - - - - -
Raw materials and consumables
used
- (46) - (9) (1,635) (1,690)
Impairment loss on receivables - (303) (25) (187) - (515)
Net foreign exchange
(losses)/gains
- (1) 5 3 (1) 6
Employee costs - (1,389) (72) (1,017) (2,421) (4,899)
Other Expenses 1,736 (2,390) (1,503) (1,320) (1,122) (4,599)
Earnings before interest, tax,
depreciation and amortisation
1,888 96 (1,167) 438 138 1,393
Depreciation and amortisation - (78) (2) (45) (341) (466)
Finance costs, net - (18) (217) (22) (266) (523)
Share of profit of joint ventures 3 - - - - 3
Profit/(Loss) before income
tax
1,891 - (1,386) 371 (469) 407
Income tax (expense)/credit - - - - - -
Profit/(Loss) for the year from
continuing operations
1,891 - (1,386) 371 (469) 407
Non-current assets
Intangible assets 42 1,315 1,481 -
-
2,838
Property, plant and equipment - 154 5 290 518 967
45
FY26 Annual Report
Continuing operations
31/03/2025
Global
franchising
UK
franchising
International
& Corporate
IRE
franchising
Ireland
Managed
Cafes
Total
Global operational splits $'000 $'000 $'000 $'000 $'000 $'000
Revenue 137 3,285 - 2,319 987 6,728
Grant and other income - 157 - 94 - 251
Release of liabilities - - - - - -
Franchisee rebates and consumables
used
(2) (49) - (27) (309) (387)
Impairment loss on receivables (40) (45) - (21) - (106)
Net foreign exchange (losses)/gains 9 5 (28) - - (14)
Employee costs - (1,228) (93) (710) (466) (2,497)
Other Expenses (48) (741) (1,263) (517) (188) (2,757)
Earnings before interest, tax,
depreciation and amortisation
56 1,384 (1,384) 1,138 24 1,218
Depreciation and amortisation - (8) (1) (21) (87) (117)
Finance costs, net - (13) (365) (8) (78) (464)
Share of profit of joint ventures 176 - - - - 176
Profit/(Loss) before income tax 232 1,363 (1,750) 1,109 (141) 813
Income tax (expense)/credit - - - - - -
Profit/(Loss) for the year from
continuing operations
232 1,363 (1,750) 1,109 (141) 813
Non-current assets
Intangible assets 42 1,308 1,481 -
-
2,831
Property, plant and equipment - 223 1 70 121 415
27.Contingent Liabilities
There were no contingent liabilities as at 31 March 2026 (FY25: $nil).
28.Capital commitments
There were no capital commitments as at 31 March 2026 (FY25: $nil).
29.Financial risk management
Due to the broad range of the Group’s activities, there is exposure to a variety of financial risks:
• Market risk (including currency risk and interest rate risk);
• Credit risk; and
• Liquidity risk
46
FY26 Annual Report
The Group’s risk management programme focuses on minimising the potential adverse effects of these
risks. The Group’s business is primarily denominated in foreign currencies. The Group holds New Zealand
dollars and other currencies to settle transactions in the normal course of business.
29.1. Market risk
Foreign Currency Risk
The Group operates internationally and is exposed to foreign currency risk arising from various currency
exposures. Although the NZD remains the main currency for corporate funding and Group reporting, the
number of transactions denominated in NZD is diminishing as the growth in the overseas market
outweighs the operations in the New Zealand market. As disclosed in Note 26 Segment Reporting, there
was no revenue generated from the New Zealand segment which indicates that the Group’s exposure
to foreign currency risk has increased.
A significant amount of the Group’s transactions is carried out in currencies other than in New Zealand
Dollars. The Group has debt or liabilities denominated in foreign currency which is not hedged.
Exposures to currency exchange rates arise from the Group’s overseas company holdings (Ireland and
United Kingdom), and foreign currency denominated income for New Zealand domiciled companies
(royalties, store openings, design and other franchise fees, product sales). These are primarily
denominated in European currency (EURO) and Pounds Sterling (GBP).
As disclosed in Note 26 Segmental Reporting, global franchising and retail and UK & Ireland franchising
are all primarily transacted in foreign currency.
Management has performed a sensitivity analysis for any potential foreign currency risk faced by the
group. Based on the current year results, if the NZD weakens against GBP and GBP/NZD exchange rate
decreases by 5%, the impact on the group result is the profit will be nil. If the GBP/NZD exchange rate
increases by 5%, the group profit will be increased by nil.
If the NZD weakens against the Euro and EURO/NZD exchange rate decreases by 5%, the impact on the
group result is the profit will be decreased by less than $10,000. If the EUR/NZD exchange rate increases
by 5%, the group profit will be increased by less than $10,000.
More significant is the revaluation of the intercompany balances on consolidation as these are
denominated in GBP and Euro in the UK and Ireland companies and, due to the large balances involved,
result in a large movement going through the foreign currency translation reserve. In FY26, both the
GBP and Euro strengthened against the NZD (by 0.51% and 5.5% respectively) resulting in an increase to
the foreign currency translation reserve of $122,000 (FY25: decrease of $232,000).
Interest rate sensitivity
At balance date, the Group had variable-rate borrowings of $2.53 million (Loan 1: $1.60 million; Loan 2:
$0.93 million). A change of ±100 basis points in market interest rates over the next 12 months would
change profit before tax by approximately ±$25,000, with no direct OCI impact (no cash flow hedges).
29.2. Credit Risk
Credit risk is managed on a Group basis. The Group generally trades with franchises and banking
counterparties who are well established. Receivables balances are managed by and reported regularly
to senior management according to the Company’s credit management policies and procedures. The
amount outstanding at the reporting date represents the maximum exposure to credit risk.
47
FY26 Annual Report
Trade receivables
The Group recognises expected credit losses in the Statement of Profit or Loss and Other
Comprehensive Income using the NZ IFRS 9 simplified impairment approach, under which lifetime
expected credit losses are recognised from initial recognition of the receivable. The impairment
allowance is determined through a specific review of individual debtor balances, considering factors
such as ageing, historical collection experience, known customer circumstances and the likelihood of
recovery, rather than by applying a formal provision matrix with predetermined expected credit loss
rates by ageing category.
In addition, management performs a quarterly review of receivables over 90 days past due and may
apply specific overlays where circumstances indicate a higher risk of non-recovery. For the year ended
31 March 2026, no material adjustment to the historical loss rates was considered necessary.
Lease receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all lease receivables.
To measure the expected credit losses, lease receivables have been grouped based on shared credit risk
characteristics.
The expected loss rates are based on the historical credit losses experienced for each credit risk group
within a period of 24 months before 31 March 2026. The historical loss rates are adjusted to reflect
current and forward-looking information on macroeconomic factors affecting the ability of the
customers to settle the receivables. The Group has evaluated available forward-looking information and
has concluded that there is no indication that historical loss rates should be adjusted.
29.3. Liquidity Risk
The Group maintains regular forecasts of liquidity based on expected cash flows. The table below
analyses the Group’s financial liabilities into relevant groups based on the remaining period at the
reporting date to the end of the contractual date. The amounts disclosed are the contractual
undiscounted cash flows.
At 31 March 2026
Less than
1 year
Between 1
and 5 years
Over 5
years
Carrying
Amount
$'000 $'000 $'000 $'000
Trade payables
1,590 - - 1,590
Related party payables
950 - - 950
Other payables
1,334 250 1,584
Finance loans
327 1,785 1,610 3,722
Related party loans
- - - -
Lease Liabilities
4,954 25,929 12,560 43,443
9,155 27,964 14,170 51,289
At 31 March 2025
Less than
1 year
Between 1
and 5 years
Over 5
years
Carrying
Amount
$'000 $'000 $'000 $'000
48
FY26 Annual Report
Trade payables
1,651 - - 1,651
Related party payables
818 - - 818
Other payables
1,374
1,374
Short term finance loans
148 2,407 - 2,555
Related party loans
879 900 - 1,779
Lease Liabilities
4,422 18,571 5,314 28,307
9,292 21,878 5,314 36,484
For further details in relation to the liquidity risk refer to Note 4.
29.4. Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern to provide returns to shareholders and benefits to other stakeholders and to maintain an
optimal capital structure. The Group currently monitors capital based on cash requirements and, to
maintain or adjust the capital structure, generally issues new shares to investors through share issues.
The Group and the Company have not been subject to any externally imposed capital requirements
during the period.
The Group considers capital to comprise total equity (as reported in the statement of financial position).
At balance date, total equity amounted to $(1.897)m (2025: $(2.891)m. Based on current plans, the Group
does not require additional capital injections to be able to execute its strategy. It may continue to obtain
injections in FY27 to assist with value enhancing strategies if opportunities arise for which capital is
required but there are currently no specific plans to do this. For further details of this refer to Note 4.
30.Financial instruments by category
31-Mar 31-Mar
2026 2025
$'000 $'000
Financial assets at amortised cost
Cash and cash equivalents 1,123 2,686
Trade and other receivables 2,051 1,604
Lease receivables 25,147 25,697
28,321 29,987
Financial liabilities at amortised cost
Trade payables 1,590 1,651
Borrowings and other liabilities 4,443 3,929
Lease liability 27,686 28,307
Related party payables 950 2,597
34,669 36,484
31.Post-reporting date events
The company has agreed to sell its 50% share in Black Goo Holdings to its partner in the business. The
transaction completed in April 2026.
49
FY26 Annual Report
Statutory Information and Corporate Governance
Substantial Product Holders
The following information is provided in compliance with section 293 of the Financial Markets Conduct
Act 2013 and is stated as at 31 March 2026. The total number of voting financial products of Cooks Coffee
Company Limited at that date was 66,377,342 and ordinary shares are the only such product on issue.
Substantial Product Holders
Quoted shares held
Graeme Keith Jackson, Patricia Frances Jackson and
Philip Mack Picot and Jackson & Associates Ltd
13,275,345
Yunnan Health and Tourism Holdings Group Co Ltd
10,591,374
Jiajiayue Holding Group Ltd and Weihai Holding Ltd
6,714,643
Graham Hodgetts
4,257,204
Director Dealings in Company Securities
The director’s relevant interests in CCC shares as at balance date are summarised in the table in note 25
of the financial statements. There have been the following transactions in respect of Cooks Coffee
Company Limited (CCC or Company) securities by directors of the Company (Directors) in the 12 months
ending 31 March 2026:
-Nikau Trust converted 458,000 shares from Non-Voting to Voting shares.
Interests Register
CCC has D&O insurance which ensures that generally, Directors and officers will incur no monetary loss
because of actions undertaken by them. CCC has entered an indemnity in favour of its Directors for the
purposes of Section 162 of the Companies Act 1993.
Use of Company Information
The Board received no notices from Directors wishing to use Company information received in their
capacity as Directors which would not have been ordinarily available.
Other Director Interests
Other directorships held during the FY26 held by CCC Directors:
Graeme Keith Jackson
Arana Holdings Limited Cooks Investment Holdings Limited
Jackson & Associates Limited Trustee of Nikau Trust
Weihai Holding Limited Halberg Endowment Fund
50
FY26 Annual Report
Michael George Ambrose
Ashville Consultancy Limited Australian Lobster Company (GP) Limited
Fiordland Lobster Company Limited Deltop Holdings Limited
Senior Move Managers Limited FLC Trustee Limited
Australia Quota Holdings GP Limited Lobster Management GP Limited
New Zealand Dairy Goats Limited
Peihuan Wang
Jiajiayue Holding Group Limited (CHINA) Weihai Holding Limited
Elena Garside
Garside & Garside Ltd
Gareth Lloyd Jones
Argentine Steakhouse (BIDCO) Limited
Buenasado (Reading) Limited
The Small & Friendly Pub Co Ltd High Road Restaurants Group BIDCO Limited
High Road Restaurants Group HOLDCO Limited Buenos Aires Restaurant Limited
North Star (Cambridge) Limited
Gordon David Robinson
Sterling BAPC Ltd
KCR Residential REIT PLC
Falconedge PLC
Subsidiary Company Directors
As at March 2026, Graeme Keith Jackson is the sole director of the following CCC subsidiaries: CCC
Employee Share Trust Limited, Cooks Supply Limited, Crux Products Limited, Esquires Global IP
Holdings Limited, Esquires UK 1 Limited, and Franchise Development Limited. No additional
remuneration is payable in respect of his directorships of these subsidiaries.
Spread of Quoted Security Holders as at 31 March 2026 including voting and non-voting
shares:
Shareholders Shares
Range Number % Number %
1-1,000 6 2.09 3,726 0.01
1,001-5,000 110 38.33 244,379 0.37
5,001-10,000 33 11.50 240,332 0.36
10,001-50,000 73 25.44 1,661,773 2.50
50,001-100,000 24 8.36 1,854,804 2.79
100,001 and over 41 14.29 62,414,328 93.79
Total 287 100.00 66,619,342 100.00
51
FY26 Annual Report
20 Largest Holdings of Equity Securities as at 31 March 2026 including voting and non-
voting shares:
Rank Investor Name
Shares Held 31
st
March 2026
% Issued Capital
1
Graeme Keith Jackson 13,275,345 20.05%
2
Jiajiayue Group 10,591,374 15.95%
3
Yunan Health & Tourism 6,714,643 10.11%
4
Graham Hodgetts 4,257,204 6.41%
5
Crown KJ Nominees Limited 4,086,769 6.15%
6
Adg Investments Limited 2,959,285 4.46%
7
Esquires Coffee Holdings 2,767,654 4.17%
8
Nortrust Nominees Limited 2,214,286 3.33%
9
Jaspreet Singh 1,680,672 2.53%
10
Scott Francis Vernon & 1,242,812 1.87%
11
Michael John Ambrose & 1,050,000 1.58%
12
Suhua He 927,679 1.40%
13
PKB Trustees Limited 925,648 1.39%
14
Lawshare Nominees Limited 899,871 1.35%
15
Imoya Investments Limited 877,599 1.32%
16
Trinity Portfolio Limited 720,000 1.08%
17
Paul Valentine Mark Elliott 552,129 0.83%
18
HSBC Global Custody Nominee (UK) 413,199 0.62%
19
Real Action Group 435,112 0.66%
20
Oberon Investments Limited 342,587 0.52%
Total top 20
56,933,868 85.78%
Employee Remuneration
During the accounting period, the following number of CCC’s employees/independent contractors (not
being a director) received remuneration and other benefits in that person’s capacity as
employee/independent contractor of CCC, the value of which exceeded $100,000 per annum:
Remuneration
Number of Employees
2026
Number of Employees
2025
$100,000-$110,000 2 6
$110,001-$120,000 1 1
$120,001-$130,000 2 -
$140,001-$150,000 - 2
$200,001-$210,000 1 1
$220,001-$230,000 - 1
$240,001-$250,000 1 -
52
FY26 Annual Report
Director Remuneration and Other Benefits
During the accounting period, the Directors of the Company received the following remuneration:
Remuneration Directors’ Fees Executive Salary
Share based
payments
Graeme Keith Jackson - 240,000 -
Michael Ambrose 60,000 - -
Elena Garside 74,423 - -
Gareth Lloyd Jones 68,590 - -
Gordon David Robinson 68,590 - -
Aiden Keegan - 426,818 -
Katherine Scott - 202,790 -
Peihuan Wang - - -
Donations
The Group made no donations in the 12-month financial period ended 31 March 2026.
Waivers
CCC did not apply for or rely upon any waivers from the requirements of the NZX Listing Rule during
the financial year ended 31 March 2026.
53
FY26 Annual Report
Corporate Governance Statement
Cooks Coffee Company Limited (CCC) believes in the benefit of good corporate governance and the
value it provides for shareholders and other stakeholders. CCC is committed to ensuring that the
company meets best practice corporate governance principles, to the extent that it is appropriate for
the nature of CCC’s operations.
The Board of CCC is responsible for establishing and implementing the company’s corporate
governance frameworks and is committed to fulfilling this role in accordance with best practice having
regard to applicable laws, the NZX Corporate Governance Code and the Financial Markets Authority
Corporate Governance – Principles and Guidelines.
CCC has implemented policies and processes to establish, shape and maintain appropriate
governance standards and behaviours throughout CCC that aligns with the NZX Corporate
Governance Code dated 31 March 2026 (Code). This Corporate Governance Statement is current for
the year ended 31 March 2026.
CCC’s approach to applying the recommendations outlined in the Code is set out below. This
statement is set out in the order of the principles detailed in the Code and explains how CCC is
applying the Code’s recommendations. CCC is in compliance with the Code for the FY26, except for
recommendations 2.5, 2.8, 2.9, 3.1, 5.2 and 6.1 for the reasons explained below.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold
management accountable for these standards being followed throughout the organisation.”
Code of Ethics
The Board Charter, Code of Ethics and Code of Conduct establish the standards of ethical behaviour
expected of Directors and staff. The Board expects Directors, management and staff to personally
subscribe to these values and use them as a guide to make decisions. Employees can access the Code
of Ethics and Code of Conduct on CCC’s website. The Audit and Risk Committee have responsibility for
monitoring compliance with internal processes, including compliance with the Code of Ethics.
Directors are expected to ensure the potential for conflicts of interests is minimised by restricting
involvement in other businesses or in private capacities that could lead to a conflict. In considering
matters affecting the Company, Directors are required to disclose any actual or potential conflicts.
Where a conflict or potential conflict is disclosed, the Director takes no further part in receipt of
information or participation in discussions on that matter. The Board maintains an interests’ register
and it is reviewed at each Board meeting.
Should any member of staff have concerns regarding practices that may conflict with the Code of
Conduct they are able to raise the matter with the Chair, as appropriate, on a confidential basis.
Directors would raise any concerns regarding compliance with the Code of Ethics with the Chair. The
Chair of the Board and the Chair of the Audit and Risk Committee note there have been no financial
matters raised in this respect in the 2026 financial year.
Financial Product Trading
Directors, officers, employees and contractors are restricted in their trading of Cooks Coffee Company
securities and must comply with the Financial Products Trading Policy and Guidelines which is
available on the Website.
54
FY26 Annual Report
Principle 2 – Board composition and performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge,
experience and perspectives.”
Board Charter
The Board of Directors of the Company is elected by the shareholders to supervise the management
of the Company. The Board establishes the Company's objectives, overall policy framework within
which the business of the Company is conducted and confirms strategies for achieving these
objectives. The Board also monitors performance and ensures that procedures are in place to provide
effective internal financial control.
The Board is responsible for guiding the corporate strategy and direction of the Company and has
overall responsibility for decision making. The Board has delegated responsibility for implementing the
Board’s strategy and for managing the operations of the Company to the Chairman.
CCC’s Board operates under a written charter which defines the respective functions and
responsibilities of the Board, focusing on the values, principles and practices that provide the
corporate governance framework. The charter complies with the relevant recommendations in the
Code and is reviewed annually.
The Board regularly assesses the performance of its directors, the Board as a whole, and its
committees. The Board uses committees to address certain matters that require detailed
consideration. The Board retains ultimate responsibility for the function of its committees and
determines their responsibilities.
Nomination and appointment of directors
In accordance with CCC’s constitution and NZX Listing Rules, the directors are required to retire by
rotation and may offer themselves for re-election by shareholders each year. Procedures for the
appointment and removal of directors are also governed by the Board Charter. CCC does not maintain
a separate nomination committee, given the current size and nature of CCC’s business, director
nominations and appointments are the responsibility of the full Board.
Written Agreements with directors
All newly appointed directors enter into written agreements with CCC setting out the terms and
conditions of their appointment.
Director Information and Independence
The Board currently comprises of eight Directors including the Chairman, Keith Jackson, CEO Aiden
Keegan & CFO Katherine Scott. The Board met at least four times during the year on a formal basis and
more often if required. The Audit and Risk Committee, Mergers & Acquisitions & ESG Committee
meetings are held outside these meetings on a regular basis as required.
The Board considers the guidance provided under the NZX Listing Rules and the factors described in
the NZX Corporate Governance Code when determining the independence of directors.
The Board comprises four Independent Directors (as defined in the NZX Listing Rules) and therefore
does not comply with Recommendation 2.8 of the NZX Corporate Governance Code, which
recommends that a majority of the Board be Independent Directors.
55
FY26 Annual Report
While the Board does not currently have a majority of Independent Directors, it exceeds the minimum
requirement under the NZX Listing Rules of two Independent Directors and considers its current
composition appropriate given the company's size and structure.
Director independence is considered annually. Directors are required to inform the Board as soon as
practicable if they believe their status as an Independent Director has changed or may have changed.
The directors whom the Board considers to be independent, together with information regarding
directors' ownership interests, are disclosed elsewhere in this Annual Report.
Keith Jackson, as Executive Chairman of CCC, is not considered independent. Accordingly, CCC does not
comply with Recommendation 2.9 of the NZX Corporate Governance Code, which recommends that
the Chair of the Board be an Independent Director.
The Board considers Mr Jackson's extensive knowledge of the Company, its operations and strategic
objectives to be valuable in his role as Chair. The Board believes that the current governance structure
is appropriate having regard to the company's size and operational requirements. The Board also
considers that the presence of four Independent Directors provides an appropriate level of
independent oversight and challenge to management and Board decision-making.
The Board reviews its governance arrangements on an ongoing basis and will continue to consider the
appropriateness of the Chair role and Board composition as the Company evolves.
Diversity
Cooks recognises the wide-ranging benefits that diversity brings to an organisation and its
workplaces. Cooks’ endeavours to ensure diversity at all levels of the organisation to ensure a balance
of skills and perspectives are available in the service of our shareholders and customers. To this end,
the Board is committed to fostering a culture that embraces diversity.
The Board also has the responsibility of monitoring and promoting the diversity of staff and
associated corporate culture, including requiring that recruitment and selection processes at all levels
are appropriately structured so that a diverse range of candidates are considered and to avoid
conscious and unconscious biases that might discriminate against certain candidates.
CCC does not currently maintain a formal written Diversity Policy and therefore does not comply with
Recommendation 2.5 of the NZX Corporate Governance Code. The Board recognises the value of
diversity and considers diversity of skills, experience, background and perspectives when making
appointments. Given the current size of the Company, the Board has not considered it necessary to
adopt a formal written policy but will continue to review this position periodically.
The gender balance of the Group’s Directors and all employees as at 31 March 2026 were as follows:
As at 31 March 2026 As at 31 March 2025
Directors Cafe teams Employees Directors Café
teams
Employees
Female 2 55 6 2 36 5
Male 6 24 7 6 19 6
Total 8 79 13 8 55 11
56
FY26 Annual Report
Director Training
All directors are responsible for ensuring they remain current in understanding their duties as
directors. Where necessary, CCC will support directors to help develop and maintain directors’ skills
and knowledge relevant to performing their role.
Separation of the Chair and Managing Director
The Board recognises the importance of separating the responsibilities of governance and
management. The Company has a Group CEO who is responsible for the day-to-day management and
operations of the Group. The Chair is responsible for leading the Board and overseeing the Company's
governance framework.
The Board considers that the current leadership structure is appropriate for the size and nature of the
Group and provides an effective balance between governance oversight and executive management.
Principle 3 – Board Committees
“The Board should use committees where this will enhance its effectiveness in key areas, while
still retaining Board responsibility.”
The Board currently has three standing committees, the Audit and Risk committee, ESG Committee
and the Mergers & Acquisitions Committee. These committees operate under specific charters which
are approved by the Board, and which will be reviewed annually. Any recommendations made by these
committees are recommendations to the Board.
Directors
Name Status Current/Resigned
Sub-
committee
membership
Board
Meeting
Attendance
Audit &
Risk
Committee
ESG
Committee
Merger &
Acquisition
Committee
Keith
Jackson
Chairman
Not
Independent
Appointed
18/08/08
Audit & Risk,
ESG &
Mergers &
Acquisitions
4 2 4 6
Michael
Ambrose
Non-
Executive
Independent
Appointed 29/11/21
Audit & Risk,
Mergers &
Acquisitions
4 2 - 6
Peihuan
Wang
Non-
Executive
Not
Independent
Appointed
29/04/16
- 2 - - -
Elena
Garside
Non-
Executive
Independent
Appointed
02/11/22
ESG 4 - 4 -
Aiden
John
Keegan
Not
Independent
Appointed
23/07/24
Audit & Risk,
ESG
4 2 3 2
Gareth
Lloyd
Jones
Non-
Executive
Independent
Appointed
10/07/24
Mergers &
Acquisitions
4 - - 6
Gordon
David
Robinson
Non-
Executive
Independent
Appointed
10/07/24
Audit & Risk,
ESG
4 2 - -
Katherine
Scott
Not
Independent
Appointed
10/10/24
- 4 2 - 2
57
FY26 Annual Report
Keith Jackson, Executive Chairman
Keith has an extensive background in management and governance with particular emphasis on the
food and dairy industries. He was CEO of Tegel Foods for 16 years, Deputy Chairman of Ernest Adams
and Managing Director of Independent Dairy Producers, a fresh milk company. He was a founding
partner of Dairy Farm Investments and Dairyland Products. He was the Chairman of Sportstec Limited
that was founded in 2000 and sold in 2016.
In 2008 he founded Cooks via a merger of four companies, and the company acquired the global rights
to the Esquires Coffee brand (excluding Australia and New Zealand) in October 2013.
He was the Chair of the Advisory Board of Pic’s Peanut Butter from 2008 until he retired on 31
st
March
2025 and is a Trustee of the Halberg Endowment Fund.
Michael Ambrose, Independent Director
Michael is an experienced Company Director, business consultant & Chartered Accountant with a
broad range of governance, financial, general management, strategic & IPO skills.
Michael was the creator & founding Director of Arvida Group Ltd. This Public Company was listed in
2014 and is comprised of 32 Retirement Villages and Aged Care facilities.
He is a Director of Fiordland Lobster Company & related Companies, Chairman of the international
Board of Garra International Limited, a meat & chicken trading company which has its head office in
Brazil, Chairman of the Board of Deep Creek Fruits LP, a start-up Cherry operation that acquired 140
hectares of land in Central Otago which has now been planted & irrigated following the initial capital
raise from 37 investors totalling $16.1 million. Chairman of the Board of Chateau Hotel Marlborough Ltd,
Chairman of Senior Move Managers Limited, which provides a complete relocation service to seniors
moving house or into Retirement Villages or individual homes.
Elena Garside, Independent Director
Elena who is UK-based, has considerable experience in financial and ESG communications with a focus
on advising on current and emerging trends within these fields, including responsible investing, and
sustainable finance.
Her clients have included FTSE 100 and FTSE 250 companies, as well as privately owned businesses
and global corporations. Elena started her career in journalism before becoming a PR consultant with
Bankside Consultants, Hudson Sandler, and New Century Media.
Elena is the founder and CEO of Garside & Garside Limited which consults on ESG, media relations and
reputational matters. She holds a degree in journalism from St Petersburg State University and the
London College of Communication.
Peihuan Wang, Director
Peihuan Wang is currently the Chairman and General Manager of Shandong Jiajiayue Investment
Holdings Co. Limited and Vice President of the China Chain Store and Franchise Association. Mr Wang
has been the recipient of numerous awards in China including ‘the National Quality Excellent Manager’,
‘Person of the Year - Chinese Chain Industry’, ‘Person of the Year - Chinese Retail Industry’, and ‘Weihai
City Mayor’s Quality Award’. Mr Wang is of Chinese nationality and resides in the Shandong Province.
He brings a wealth of knowledge to the Board. JJY operates more than 1,000 supermarkets in China
and employs more than 50,000 staff.
58
FY26 Annual Report
Gareth Lloyd Jones, Independent Director
Gareth Lloyd-Jones is a seasoned professional with over 22 years of experience in the leisure sector.
His career began with Tie Rack in 1985, where he quickly became the youngest franchisee and
expanded his network to 14 Central London shops within a year. During his time at Tie Rack, he met
city advisors who introduced him to Howard Schultz of Starbucks.
He then co-purchased and rebranded two London coffee shops as Madisons Coffee, growing the
business to 45 locations across the UK. Madisons Coffee was listed on the AIM stock market and
included brands such as Richoux Coffee and Restaurants and Rendezvous Coffee shops, which sold to
Starbucks Coffee and Out of Town Restaurants.
Gareth then went onto build a chain of five gastro pubs and four individual restaurants, which were
subsequently sold into the trade. Currently, he co-runs the High Road Restaurant Group, which
operates nine Argentinian steakhouses and four Thai restaurants, supported by private equity
investment.
Gordon Robinson, Independent Director
Mr. Robinson is an experienced consultant specialising in Debt Advisory and Finance Brokering, with a
distinguished banking career spanning over 38 years. He has a broad business-sectors coverage in
Corporate Governance (within finance) including quality Retail and Food & Beverage businesses. He
also has expertise in Real Estate Finance including both development and investment-led projects.
Throughout his career, which began with NatWest Bank in the 1980s, he has held various senior
positions, established successful lending operations, and led business development teams. His
extensive background encompasses setting up and managing lending operations, serving on credit
committees, and holding senior front-line Director roles with multiple lenders.
Aiden John Keegan, Executive Director
Aiden has more than 25 years’ experience in the food and beverage industry, with strong skills in
franchisee and supplier relationship as well as optimisation of operational systems. Aiden has been
with Esquires for more than 20 years and was Operations Manager in Ireland before taking the role of
CEO for Esquires Coffee in the UK in October 2018. He assumed his current role as Group CEO in April
2024.
Katherine Anne Scott, Executive Director
Katherine brings over 15 years of experience in financial management, accounting, and strategic
planning, having worked across a diverse range of industries. Her broad commercial and financial
expertise enables her to provide strong leadership and strategic insight in her role.
Internal Governance
The Directors are conscious of the different practices that apply between the UK and New Zealand as
regards the Board participation of Executive members as Directors. In the UK, the company has been
advised that there is an expectation that the CEO and CFO would hold Board seats whereas the
expectation in New Zealand is that normally they do not. The Cooks Board addresses this in the
meeting environment by having as a standard agenda item a period of “Board only time” at which the
CEO and CFO are not present.
59
FY26 Annual Report
Board Skills Matrix
The eight individuals who sit at the Board table have diverse insights, backgrounds and views. As
individuals they are each highly regarded with various specialist skills and wide experiences. The Board
have a common vision for the future of the business with multiple disciplines and individual
experiences in many sectors and markets that are brought to the table.
Directors followed the recommendations in the NZX Corporate Governance Code during the financial
year to 31st March 2026.
Directors Fee
Total Directors’ fees paid in FY26 were NZ$271,000 (FY25: NZ$221,000). No additional benefits were
provided during the year; however, the Group intends to introduce a share option plan for Directors
and Senior Management in the future. There have been no adjustments to the payment structure
during FY26 however there was a period where the transition from the New Zealand based Directors
to the 2 new UK based Directors had a short overlap. In addition, the payments to Elena Garside
recorded in Director’s remuneration and Other Benefits note included a portion of fees from FY25. The
forex movement during the year along with the higher proportion of fees being in Sterling
denominated currency also contributed to the higher figure as reported in NZ$.
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the objectives of the Audit and Risk Committee, which
are to assist the Board in fulfilling its responsibilities in relation to the company’s financial reporting,
internal control structure, risk management systems and the external audit function.
The Audit and Risk Committee currently comprises Gordon Robinson (Chair), Keith Jackson and Michael
Ambrose. Gordon Robinson and Michael Ambrose are considered Independent Directors for the
purposes of NZX Listing Rule 2.1.1 and 2.13.2. All members of the Audit and Risk Committee have
appropriate financial experience and an understanding of the industry in which CCC operates.
The Audit and Risk Committee is chaired by an Independent Director and has a majority of
Independent Directors. However, as the Committee includes one executive director, Keith Jackson, CCC
does not fully comply with Recommendation 3.1 of the NZX Corporate Governance Code, which
recommends that the Audit Committee comprise only non-executive directors.
The Board considers the current composition of the Audit and Risk Committee appropriate having
regard to the company's size, structure and the experience and expertise of the Committee members.
The Audit and Risk Committee focuses on audit and risk management and specifically addresses
responsibilities relating to financial reporting and regulatory compliance. The Audit and Risk
Committee is accountable for ensuring the performance and independence of the external auditor,
including providing for the five-yearly rotation of either the external audit firm or the lead audit
partner, as applicable.
The Committee provides a forum for effective communication between the Board and the external
auditor. The responsibilities of the Committee include:
• reviewing the appointment of the external auditor, the annual audit plan and addressing any
recommendations from the audit;
• reviewing financial information to be issued to the public; and
• ensuring that appropriate financial systems and internal controls are in place.
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FY26 Annual Report
The Audit and Risk Committee may have in attendance the CEO, CFO and/or others including the
external auditor as required from time to time.
Employees may only attend Audit and Risk Committee meetings at the invitation of the Committee.
Audit Rotation
The company note that it has had William Buck as the New Zealand and Group Auditors for 6 years and
FY26 is the 7
th
year. The policy of the Auditors which is endorsed by the company is that lead Audit
partners rotate after 5 years. The lead Partner will complete his second year with the Cooks audit in
FY26.
ESG Committee
ESG is an important factor for the Group as its core values are based on a strong ethical base
delivered by local people. The establishment of an ESG Committee is an important statement from the
Board of the importance of this area.
The committee which is Chaired by Elena Garside will review all aspects of ESG and provide specific
measurements as objectives and monitor performance against the stated goals. Elena has specific
expertise in this area in her role as a financial journalist.
Mergers & Acquisitions Committee
This group has been established to review both internal and external business opportunities and to
undertake detailed analysis of opportunities and make recommendations to the full Board.
This includes reviewing internal business development initiatives and the Committee works alongside
Management to bring an independent view to opportunities.
All members have extensive industry and wider industry knowledge, and this committee uses that
expertise and knowledge for the group benefit.
Control Transaction Response Protocol
The Board has protocols in place that set out the procedure to be followed if there is a control
transaction for CCC. This procedure is set out in the Board charter.
Principle 4 – Reporting and Disclosure
“The Board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
Continuous Disclosure
The Board focusses on providing accurate, adequate and timely information both to existing
shareholders and the market generally. This enables all investors to make informed decisions about
CCC.
CCC, as a company listed on the NZX Main Board, has an obligation to comply with the disclosure
requirements under the NZX Listing Rules, and the Financial Markets Conduct Act 2013. CCC has a
Continuous Disclosure Policy designed to ensure this occurs. CCC recognises that these requirements
aim to provide equal access for all investors or potential investors to material price-sensitive
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FY26 Annual Report
information concerning issuers or their financial products. This in turn promotes confidence in the
market. The Continuous Disclosure Policy outlines the obligations for CCC in satisfying the disclosure
requirements. CCC’s Disclosure Officer (currently the Chair) is responsible for ensuring compliance with
the NZX continuous disclosure requirements and overseeing and co-ordinating disclosure to the
exchange.
Financial Reporting
The Board monitors:
• monthly financial performance against budget by business unit
• available cash in the Company to ensure there are sufficient funds available to satisfy debts as
they fall due; and
• the continued support of the Company’s principal creditors, to ensure their continued support
of the Company and continued intention to not call up amounts owing to them.
The Board is committed to keeping the market and its shareholders informed of all material
information relating to the Company through meeting the obligations imposed under the Listing Rules
and relevant legislation such as the Financial Markets Conduct Act 2013.
CCC seeks to make disclosures in a timely and balanced way to ensure transparency in the market and
equality of information for investors. The Company also recognises the benefits of providing other
releases that broaden the market’s knowledge of the Company’s business and financial performance
and seeks, where appropriate, to use communications that achieve this objective.
The website is a key channel for the distribution of Cooks’ information and is updated after
documents are disclosed on the NZX. The code of ethics, Board and committee charters and all other
policies and key governance documents are available on the website.
The Chair of the Board and the CEO are responsible for the day-to-day management of ensuring these
obligations are met. The Board will review compliance with the continuous disclosure obligations at
every Board meeting.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and
reasonable.”
Directors’ Remuneration
CCC does not have a separate Remuneration Committee. Given the Company’s size and structure, the
Board undertakes the functions typically performed by a remuneration committee.
The Board is responsible for overseeing remuneration matters and ensuring that remuneration
practices are aligned with the Company’s objectives and shareholder interests. The Board reviews and
approves the remuneration of senior executives and makes recommendations regarding the
remuneration of the Chair.
Directors’ fees are determined by the Board within the aggregate director remuneration pool
approved by shareholders. Directors do not participate in decisions relating to their own
remuneration.
Details of remuneration paid to directors are disclosed in this annual report.
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FY26 Annual Report
Executives Remuneration
CCC does not currently have a formally adopted executive remuneration policy and therefore does not
comply with Recommendation 5.2 of the NZX Corporate Governance Code. The Board is currently
developing an executive remuneration policy, which is expected to be finalised and adopted by the end
of August 2026. In the interim, remuneration matters are considered by the Board having regard to
the Company’s objectives, market conditions and the need to attract and retain appropriately
qualified executives.
Chief Executive Officer Remuneration
For FY26, CEO Aiden Keegan received a fixed annual salary of $351,023.
Year Fixed Remuneration
Short Term Incentive
(STI)
Long Term incentive (LTI)
Total
Remuneration
Base Salary
Other
Benefits
Earned
Amount
Earned as a %
of maximum
Award
Total cash-
based
remuneration
Earned
Number of
Shares
Vested
% of Maximum
Awarded for
the relevant
performance
period
FY26 351,023 75,795 0 0 426,818 0
- 426,818
FY25 328,006 79,962 0 0 407,968 0
- 407,968
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer
and how to manage them. The Board should regularly verify that the issuer has
appropriate processes that identify and manage potential and material risks.”
The Board considers its material risks are any decision to realise or make new investments and to
carefully manage cash flow. The Managing Director reports regularly to the full Board on these key
risks, and operating expenses are kept to a bare minimum.
Key risk management tools used by CCC include the Audit and Risk Committee function and
outsourcing certain functions to service providers (such as legal and audit). CCC also maintains
insurance policies that it considers adequate to meet insurable risks. The Board of CCC will continue to
regularly consider any potential risks and its risk management processes and adapt these should the
nature and size of the business change in the future. While CCC is comfortable this approach to risk is
sufficient, it does not comply with recommendation 6.1 of the Code as it does not have a formal risk
management framework.
Health and Safety
The Board does not consider it necessary to maintain a specific health and safety committee. The full
Board of CCC recognise the importance of health and safety considerations and will continue to assess
and report on any risks, management and performance in this regard in the future.
Principle 7 – Auditors
“The Board should ensure the quality and independence of the external audit process.”
The Audit and Risk Committee make recommendations to the Board on the appointment of the
external auditor as set out in Audit and Risk Committee Charter. The committee also monitors the
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FY26 Annual Report
independence and effectiveness of the external auditor and reviews and approves any non-audit
services performed by the external auditor.
The external auditor is invited to attend CCC’s annual shareholder meetings to answer questions in
relation to the audit. CCC does not have an internal audit function.
Principle 8 – Shareholder rights and relations
“The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.”
Information for Shareholders
The Company aims to ensure that shareholders are informed of all major developments affecting the
Company affairs. Information is communicated to shareholders in the Annual Report, Interim Report,
and regular NZX announcements, including major share transactions, acquisitions, store expansion
and any personnel changes of significance.
The company website provides an overview of the business and information about CCC. This
information includes details of investments, latest news, investor information, key corporate
governance information, and copies of significant NZX announcements. The website also provides
profiles of the directors and the senior executive team. Copies of previous annual reports, financial
statements, and results presentations are available on the website.
Shareholders have the right to vote on major decisions of the company in accordance with
requirements set out in the Companies Act 1993 and the NZX Listing Rules. If the Company seeks
additional equity capital, shareholders of the same class are entitled to participate on a pro rata basis,
and on no less favourable terms, before equity securities are offered to other investors.
Communicating with Shareholders
CCC endeavours to communicate regularly with its shareholders through its quarterly updates and
other investor communications. The company receives questions from time to time from shareholders
and has processes in place to ensure shareholder communications are responded to in a timely and
accurate manner.
CCC’s website sets out appropriate contact details for communications from shareholders, including
the phone number and email address of the Chair, Keith Jackson. CCC provides the opportunity for
shareholders to receive and send communications by post or electronically.
CCC sends the annual shareholders notice of meeting and publishes it on the company website as soon
as possible and at least 21 days before the meeting each year.
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FY26 Annual Report
Company Directory
Company number: 2089337
Year of incorporation: 2008
Registered office: 2/105 Jervois Road
Herne Bay
Auckland, 1011
Nature of business: Food & beverage industry (Retail Cafes)
Directors: Graeme Keith Jackson
Michael George Ambrose
Peihuan Wang
Elena Garside
Aiden John Keegan
Gareth Lloyd-Jones
Gordon David Robinson
Katherine Anne Scott
Lawyers: Chapman Tripp, Auckland
Bankers: BNZ Bank, Whanganui
Auditors: William Buck Audit (NZ) Limited
Share registry: MUFG Pension and Market Services (previously Link Market
Services Limited), Auckland and Leeds.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.