What did Hallenstein Glasson Holdings Limited announce?
Hallenstein Glasson Holdings Limited (NZX: HLG) filed “HLG Annual Report for the year ended 1 August 2026” with NZX on 29 October 2026, as an annual report announcement.
- Which company?
- Hallenstein Glasson Holdings Limited (NZX: HLG)
- When was it filed?
- 29 October 2026
- Where is the original?
- NZX announcement
HLG Annual Report for the year ended 1 August 2026
2026
ANNUAL
REPORT
CONTENTS
HIGHLIGHTS 4
CHAIRMAN'S REPORT 6
GLASSONS 8
HALLENSTEINS 9
SUSTAINABILITY MATTERS 10
INDEPENDENT AUDITOR’S REPORT 16
FINANCIAL STATEMENTS 20
GENERAL DISCLOSURES 51
CORPORATE GOVERNANCE STATEMENT 57
SHAREHOLDER INFORMATION 65
DIRECTORY & CALENDAR 67
3
4
SALES
UP 19.6%
59.16
141.58
312.67
99.2
PROFIT AFTER TAX
TOTAL EQUITY
TOTAL ASSETS
BASIC EARNINGS PER ORDINARY SHARE
UP 49.9%
563.02
$
$
$
$
M
M
M
M
CENTS
Highlights
5
3,023
TEAM MEMBERS
122
TOTAL STORES
6
Chairman’s
Report
19.0%
Online Sales
OF GROUP TURNOVER
563.0
Group Sales
$
M
7
THE COMPANY ADVISES THAT GROUP SALES
FOR THE 12 MONTHS TO 1 AUGUST 2026
WERE $563.0 MILLION, AN INCREASE OF
19.6% ON THE PRIOR YEAR ($470.7 MILLION).
The Directors note the result has benefited
from a stronger Australian Dollar and on a
constant currency basis, sales were up +15.6%
on the prior year.
Gross margin at 61.7% was +240 basis points
above the 59.3% realised in the prior year
despite a continued challenging foreign
exchange rate for inventory purchases, which
was lower than the prior corresponding period.
The improved margin reflects stronger sales at
full price, and working closely with suppliers and
freight forwarders to secure best possible rates.
The audited net profit before tax for the 12
months was $83.9 million, an increase of +43.8%
on the prior corresponding period ($58.4 million).
Group audited net profit after tax was $59.2
million, an increase of +49.9% on the prior
corresponding period ($39.5 million).
The Group maintains a strong balance sheet and
working capital position.
GLASSONS — AUSTRALIA
Sales in Australia were $324.4 million which was
an increase of +29.0% on the prior corresponding
period ($251.5 million) inclusive of sales from new
and refurbished stores. On a constant currency
basis, Australian sales were up +21.4% on the
prior corresponding period. Net profit before tax
was $43.5 million, an increase of +27.0% on the
prior year ($34.2 million).
During the year, a new store opened in Burwood,
NSW, taking the Australian store network to
41 stores at year end. The Parramatta store
relocated to a larger site in November, the
Castle Towers store was refurbished, and the
Highpoint store in Victoria was expanded and
reopened in June.
The Group continues to assess further store
opportunities in Australia as suitable locations
become available. Post year end, a new store
opened in Miranda, NSW, in August, with a
further NSW store scheduled to open in October
ahead of the peak trading period.
Construction of the Group’s new purpose-built
Sydney warehouse was completed during the
year. The new warehouse, located in leased
premises, incorporates company owned
increased automation and additional capacity to
support the Australian business. It commenced
operations in the first week of the 2027
financial year.
GLASSONS — NEW ZEALAND
Sales in New Zealand for the year were $124.8
million, an increase of +11.5% on the prior
corresponding period ($111.9 million). Net profit
before tax was $29.1 million, an increase of +51.9%
on the prior corresponding period ($19.2 million),
continuing the strong momentum from the
first half.
During the year, the Hamilton Central store was
refurbished and reopened in August, while the
Porirua store was expanded and refurbished to
bring it in line with current brand standards. The
Frankton, Queenstown store, which opened in July
2025, has now completed its first full year
of trading.
Post year end, the New Plymouth store has
undergone refurbishment and has reopened in
September.
HALLENSTEINS
Sales for the 2026 financial year of $113.8 million
(including Australia), represent an increase of
+6.1% on the prior corresponding period ($107.3
million). On a constant currency basis, total
Hallensteins sales were up +5.4% on the prior
corresponding period. Net profit before tax
was $10.9 million, an increase of +129.5% on the
prior corresponding period ($4.8 million). The
business has worked hard to improve profitability
over the last 12 months, and the result achieved
demonstrates the effort.
During the year, the Hamilton Central store
was refurbished and reopened in September
2025, while Lynn Mall was expanded and
refurbished in December 2025 to align with
current brand standards. Smaller upgrades were
also completed at St Lukes, New Plymouth and
Albany to improve the presentation of those
stores.
In Australia, the Robina pop-up store closed
and was replaced by a larger permanent store
in November 2025. In March 2026, the Harbour
Town store on the Gold Coast relocated to
a significantly larger site, providing greater
capacity for full-price product and supporting
improved store profitability.
Post year end, a new store opened at
Indooroopilly, QLD, taking the total number of
Hallensteins stores in Australia to six. The Group
will continue to assess the performance of the
Australian store network and consider further
expansion opportunities where appropriate.
E-COMMERCE AND DIGITAL
Digital sales represented 19.0% of Group
revenue for the year, an increase from 18.0% in
the prior corresponding period. Online sales
grew overall by +26.2% compared to the prior
corresponding period.
DIVIDEND
The Directors have declared a final dividend
of 40.0 cents per share (partially imputed at
91.6%) (30.5 cents per share partially imputed
at 56.5% last year) to be paid on 9th December
2026. Together with the interim dividend of 29.0
cents per share that was paid on 24th April
2026, the full year dividend is 69.0 cents per
share. The dividend payment has grown as the
Company’s balance sheet continues to remain
strong, and inventory levels are well controlled.
FUTURE OUTLOOK
For the first eight weeks of the new financial
year, Group sales were 18.4% ahead of the same
period last year on a constant currency basis.
Sales were ahead of the prior corresponding
period across both brands, with the result also
reflecting the contribution from recently opened
and refurbished stores.
While trading to date has been ahead of the
prior year, the period represents a relatively
small part of the financial year and precedes the
important Black Friday and Christmas trading
periods. The rate of sales growth achieved in the
opening weeks is not expected to continue at the
same level through the remainder of the first half.
The Group continues to operate against an
uncertain economic and geopolitical backdrop.
Changes in consumer spending, foreign
exchange rates, freight and logistics costs, and
other operating costs may affect trading and
profitability over the remainder of the financial
year. The Group will continue to monitor these
factors and respond as appropriate.
A further trading update will be provided at
the Annual Meeting of Shareholders in
December 2026.
WARREN BELL
CHAIRMAN
8
324.37
AUSTRALIAN SALES
UP 29%
35
NEW ZEALAND
STORES
M
41
AUSTRALIA
STORES
124.81
NEW ZEALAND SALES
UP 12%
M
$
$
9
113.85
TOTAL SALES
UP 6%
41
NEW ZEALAND
STORES
5
AUSTRALIA
STORES
$
M
10
Our Brands
Looking Forward
With more than 100 years of New Zealand heritage, Glassons and Hallensteins have earned a place in wardrobes across New Zealand and
Australia. While fashion continues to evolve across generations, our purpose remains the same: creating quality, affordable fashion that
people love to wear, guided by our Made with Care commitment.
Since coming together as Hallenstein Glasson Holdings in 1985, our two brands have continued to grow with purpose. Different in
personality, united in values. Connected by a shared ambition to create products our customers love and wear for longer. Today, our
business spans across New Zealand and Australia with 122 combined stores and an expanding global digital presence that connects us with
more and more customers every year. While fashion continues to evolve at pace, our focus remains constant: delivering quality, value and
fashion without compromising who we are.
We’re proud of where we’ve come from, but we’re equally excited about where we are going. While our heritage has shaped who we are, we
continue to evolve and define our next chapter.
ESG Leadership
Guiding Governance
Good governance is the foundation of a responsible business. For us, that comes from a shared commitment to doing the right thing for our
customers, our people, our partners and the communities we are part of.
Our Sustainability Committee brings together board members, executive leaders and team members from across the business, each
contributing different perspectives and expertise to help shape our approach to sustainability and ethical business practices. By working
across functions, the Committee ensures these priorities are considered in the decisions we make each and every day, while keeping an eye
on the opportunities and challenges of tomorrow.
The Committee meets regularly to review progress, monitor emerging issues and guide the actions that support our long-term strategy.
When ESG issues have a wider impact on the company, major decisions are escalated to the full Board for review and approval.
SUSTAINABILITY MATTERS
HGH SUSTAINABILITY REPORT 2026
11
Our Vision
Our vision is grounded on a firm foundation of integrity. Every sustainability journey needs a framework to work to and measure progress
against. Ours is based around three broad pillars (Product, Planet and People) and under those we have developed areas of focus with the
important issues for us to address. Materiality assessments help us understand what is most important to our stakeholders. The materiality
results provide insights that feed into our framework. Our sustainability framework communicates our strategy to staff, customers and
shareholders
PILLARSFOCUS AREAGOALIMPORTANT ISSUES
Sourcing Materials
Source materials that minimise the
environmental impact.
Availability and traceability of
sustainable raw materials
Product Stewardship
Support a considered transition from a
linear to a circular model.
End of life
Ethical Factories
Partnering with supplier factories that
uphold international labour rights.
Worker welfare
Carbon Footprint
Provide meaningful change by reducing
our carbon footprint.
Reduction roadmap
Climate Change
Preparation
Tackle climate change and build a
globally climate resilient business.
Mitigate for future scenarios
Minimising risk to people,
communities and property
Environmental Impact
Minimise the environmental impacts of
our operations.
Reduce waste
Energy efficiency
Cruelty free fashion
Diverse WorkforceTo create an inclusive workplace culture.Diversity & Inclusion
Safe Working Environment
Deliver a workplace where employees feel
secure.
Worker wellbeing
Career Development
Provide opportunity to further
development of career aspirations
and goals.
Investing in people
Training & Education
Product
Planet
People
Climate Resilience
Building a resilient business means understanding not only the impact we have on the environment, but also the impact a changing climate
may have on our people, our operations and our supply chain.
Over recent years, we’ve continued to develop our understanding of our carbon footprint and climate-related risks and opportunities, while
identifying opportunities to improve our environmental performance. This work provides useful insights to help inform our decision-making
and our approach to managing environmental impacts.
By considering climate-related risks and opportunities across our operations and supply chain, we are continuing to develop our
understanding of how these factors may affect our business over time.
12
Our Supply Chain
Behind every product is a network of skilled manufacturers who help transform ideas into finished products.
While we don’t own or operate the factories that make our products, we are thoughtful about who we choose to work with. Today, our
products are sourced from trusted suppliers across China, India, Bangladesh and Vietnam. Many of these relationships have grown over
years of working together, creating a foundation of trust, consistency and mutual respect.
As our business evolves, so does our supply chain. We’re continually strengthening the way we understand, monitor and engage with our
supplier network, helping us make informed decisions and support responsible business practices throughout our operations.
Average worker earnings in our
producer factories (by country)
% Above
minimum wage
Representation
Bangladesh4.8%
One factory is unionised with collective bargaining agreements.
6 factories have worker representatives. (No collective agreements).
China32.5%All factories have worker representatives.
India9%All factories have worker representatives.
Vietnam21.8%
Our 1 factory is unionised and has a collective bargaining agreement in
place.
Where In The World
Across Asia, we’re privileged to work with suppliers who have helped shape our business for many years. Together, we’ve built partnerships
founded on trust, mutual respect and a shared commitment to producing quality products.
Our suppliers are more than manufacturers, they’re partners, an extension of our team. Through open conversations, shared experiences and
a willingness to learn from one another, we’ve created relationships that continue to grow stronger with time.
CHINA
BANGLADESH
VIETNAM
INDIA
SUPPLIERS
SUPPLIERS
SUPPLIER
SUPPLIERS
FACTORIES
FACTORIES
FACTORY
FACTORIES
33
3
1
5
71
7
1
17
13
Our Progress
Note:
Visibility: Means we have traced to the facility that is involved in the harvesting, processing and/or manufacturing within our supply chain.
We have as a minimum their name and address on file and any certifications they may hold.
Transparency: Means we know who they are, we have visited their facilities and / or conducted our own audits. As a minimum, we must hold
a valid audit on file for the facility, either our own or a globally recognised audit (Smeta, BSCI etc.)
TIER 2
TIER 3
Audits
5
These suppliers are the textile
processing facilities: mills, dye
houses and laundries.
These suppliers provide the raw
materials.
We achieved our target of 5 audits in FY26 on
Tier 2 facilities.
Tier 3 continues to be challenging to get the visibility
we would ideally like to have. We continue to review
textile certification programmes that could provide
further verification of raw material origins.
TIER 1
99%
These factories make the
products we import and sell.
FY26
Tier 1 FY26 transparency is at 99%, as we continue
our due-diligence ensuring all factories are disclosed
to us and onboarded. While we believe all Tier 1
factories are disclosed, we report 99% to acknowledge
the possibility of unidentified facilities and maintain
transparency in our reporting.
Audit, Assessment & Remediation
Our Social & Ethical Compliance Programme plays an important role in helping us understand what’s happening across our supply chain. It
gives us confidence in what’s working well, while highlighting where improvements can be made.
Working with our long-standing independent audit partner, Qualspec SgT, we conduct a programme of announced and unannounced ethical
audits across our Tier 1 and 2 supplier network. Together, these assessments provide a balanced view of day to day operations and help us
build a deeper understanding of the people and practices behind our products.
Our audits look beyond compliance. They provide insight into working hours, wages, health and safety, management systems, worker
wellbeing and broader workplace practices. They also help us identify emerging risks and opportunities to strengthen performance over
time. When issues are identified, our focus is on remediation. We work alongside our suppliers to understand the root cause, agree on
practical corrective actions and monitor progress through to completion. We believe lasting improvements are achieved through partnership,
transparency and a shared commitment to doing better.
HGH managers visit our Tier 1 suppliers, and we
monitor factories by engaging Qualspec audits
to measure compliance against our HGH Code of
Conduct.
• 27 Independent new audits
• 7.3 Average number of non-compliances
• 131 Compliances checked in each audit
THE NUMBERS IN TIER 1 (FY26)
Beyond our Tier 1 garment manufacturers are the
fabric mills, dye houses and laundries that play a
vital role in bringing our products to life. These Tier 2
facilities remain an important focus as we continue to
strengthen visibility across our supply chain.
The numbers in Tier 2 (FY26)
• 5 mills audited (China)
• 6.2 Average number of non-compliances
TIER 2 AUDITS FY26
14
FY26: 21.37%
(FY25 24.35%)
SUSTAINABLE PRODUCT FY26
Fibre Architecture
Our Fibre Architecture helps guide the materials we use across our collections, providing a clear framework for selecting fibres that align
with our product standards and long-term direction. While performance, durability and availability remain important, we also consider how
material choices can contribute to reducing impacts across our supply chain.
There is no single perfect fibre. By continually evaluating the options available, we’re making informed choices that support better products
today while helping shape a more responsible future.
Premium fibres
(preferred)
Certified fibresDo not use
LinenRecycled PolyesterAngora
CottonRecycled NylonSilk
WoolRecycled CottonFur
Merino WoolOrganic CottonMohair
AlpacaEco LinenExotic skins
CashmereEco Viscose
12.1%
3.87%
5.4%
78.63%
Organic Cotton
Eco-Linen
Recycled
Regular Product
2026 Ethical Fashion Report
The Ethical Fashion Report (EFR) published by Baptist World Aid Australia, continues to provide us with a valuable tool to independently
measure and evaluate our performance relating to two of our pillars, People and Planet.
Hallenstein Glasson Holdings received a score of 46 out of 100 in Baptist World Aid Australia’s 2026 Ethical Fashion Report, exceeding the
industry average of 31.5. The report assessed 138 companies representing 543 brands across key areas including ethical governance, supply
chain transparency, human rights monitoring, worker empowerment and environmental sustainability.
We recognise there are opportunities for further improvement, particularly in supply chain traceability and worker empowerment, and remain
focused on strengthening our due diligence and supporting positive outcomes across our supply chain.
15
0
3,400
6,800
10,200
13,600
17,000
0
3,400
6,800
10,200
13,600
17,000
Reducing Textile Waste
Reducing textile waste isn’t about one solution, it’s about making better decisions at every stage. Thoughtful planning is where it begins. By
carefully forecasting demand and managing inventory across our retail and online channels, we aim to purchase the right products, in the
right quantities, helping to reduce excess stock before it occurs. Quality is equally important. Working closely with our suppliers, we strive to
identify and resolve issues early, ensuring more products reach our customers as intended.
When products can’t be sold through our regular retail channels, we look for the most responsible outcome available. Depending on the
condition of the garment, this may include:
• Offering products through our clearance stores
• Donating wearable garments to our community partners, or
• Working with specialist recycling partners to recover materials from products that have reached the end of their wearable life.
Our partnership with UPPAREL underscores our commitment to sustainability in the fashion industry.
UPPAREL is a leader in textile recovery and recycling in Australia. UPPAREL Australia takes many of
our textiles not fit for wear and repurpose them, often creating a new material called UPtex, which
can be used for packaging, homewares and more. Take a look at how we work with UPPAREL.
UPPAREL AUSTRALIA
GLASSONS AUSTRALIA IMPACT STATEMENT
02/08/2025 - 01/08/2026
TEXTILES DIVERTED FROM LANDFILL
4,164.5 KG
GREENHOUSE GASES PREVENTED
14,576 KG
Managing Waste At Our Distribution Centres
Addressing waste remains an important part of our work. We continue to work with key partners to strengthen our approach around the
three Rs: Reduce, Reuse and Recycle. Our collaborations with Better Packaging, EnviroWaste and Waste Pro continue to play an important
role in helping us identify opportunities to reduce waste and improve recycling outcomes.
We continue to look for practical opportunities to eliminate unnecessary materials, reuse where possible and increase recycling. Waste
reduction continues to be an area of focus at our Distribution Centres. During FY26, we continued to review our waste streams and work
with our waste and recycling partners to identify practical opportunities to reduce the amount of material sent to landfill. While landfill
waste volumes have varied across our Distribution Centres, the total amount of waste sent to landfill has remained broadly consistent with
the previous year, despite continued growth in business operations. This represents a reduction in landfill waste relative to sales, as we
continue to focus on reducing waste and increasing recycling across our operations.
See how our waste and recycling results across our Distribution Centres are tracking for 2026.
AUSTRALIA DISTRIBUTION CENTRE FY26NEW ZEALAND DISTRIBUTION CENTRE FY26
Waste to landfill (kg)
Waste to landfill (kg)
FY26 RECYCLING
BY WEIGHT
Hallensteins:
2,850kg
6,930kg
Glassons (NZ):
75,189kg
Glassons (Australia):
FY2616,255kg
FY266,160kgFY2510,836kg
FY2514,615kg
FY268,943kgFY256,040kg
GLASSONSHALLENSTEINS
16
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
+64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of Hallenstein
Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 1 August 2026, its financial performance, and its cash flows for the
year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
• the consolidated statement of financial position as at 1 August 2026;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy information and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Certain partners and employees of our firm may deal with the Group on normal terms within the ordinary course of
trading activities of the business. Other than in our capacity as auditor we have no other relationship with, or
interests in, the Group.
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
17
PwC - Independent auditor’s report
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current year. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 August 2026, the Group held $30.4 million of finished
goods, net of inventory provision of $1.2 million. Given the size
of the inventory balance, and the estimates and judgements
described below, the valuation of inventory required significant
audit attention and is a key audit matter.
As disclosed in note 3.2, inventories are held at the lower of
cost and net realisable value. At year end, the valuation of
inventory is reviewed by management and its cost is reduced
where inventory is forecasted to be sold below cost.
The inventory provision is determined based on various factors
including historical data, inventory ageing, current trends and
specific product information from buyers. Determining the
appropriate level of provisioning involves judgement and the
application of assumptions including management's estimation
of future selling prices.
Our audit procedures included:
•gaining an understanding of management’s processes
and relevant controls in place over t he valuation process;
•testing, on a sample basis, the accuracy of inventory
costing to supporting documentation and calculations;
•considering the level of aged inventory, inventory turnover
levels and enquiries with management;
•performing analytical procedures on balances supporting
inventory provisions to assess their reasonableness and
that the provision amounts were within expectations;
•considering the results of our testing and in conjunction
with management enquiries determined whether any
specific write downs were required; and
•assessing the appropriateness of disclosures in the
financial statements.
Our audit approach
Overview
Overall group materiality: $4.0 million, which represents approximately 5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our view, it is the benchmark against
which the performance of the Group is most commonly measured by users, and is a generally accepted
benchmark.
Our Group audit scoping focussed on those components that are financially significant to the Group.
Specified audit and/or analytical procedures were performed over certain residual components.
As reported above, we have one key audit matter being, inventory valuation.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where management made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
18
PwC - Independent auditor’s report
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report, but does not include the financial statements and our auditor’s report thereon. The Annual
Report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the other information not yet received, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to the Directors and use our professional judgement to determine the
appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
INDEPENDENT AUDITOR’S REPORT
19
PwC - Independent auditor’s report
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that
we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is John (Jolly) Morgan.
For and on behalf of:
PricewaterhouseCoopers Auckland
29 September 2026
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
INDEPENDENT AUDITOR’S REPORT
20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2026
$’000NOTE20262025
Sales revenue2.1563,022470,740
Cost of sales2.1(215,413)(191,476)
Gross profit347,609279,26 4
Other operating income2.2605475
Selling expenses(186,000)(161,183)
Distribution expenses(23,004)(16,959)
Administration expenses(51,797)(40,565)
Total expenses(260,801)(218,707)
Operating profit8 7, 4 1361,032
Finance income2.12,0632,035
Finance expense2.1, 2.2(5,557)(4,689)
Profit before income tax83,91958,378
Income tax expense6.1(24,756)(18,917)
Net profit after tax attributable to the shareholders of
the Holding Company
2.159,16339,4 61
Other comprehensive income
– Items that will not be reclassified to profit or loss
Fair value Gain/(Loss) (net of tax) on revaluation of
land and buildings
6.12,419(20)
– Items that may be subsequently reclassified to profit or loss
Fair value (Loss) (net of tax) in cash flow hedge reserve6.1(462)(635)
Movement in foreign currency translation reserve3,954265
Total comprehensive income for the year attributable
to the shareholders of the Holding Company
65,07439,071
Earnings per share
Basic earnings per share2.4 99.2 66.2
Diluted earnings per share2.4 99.1 66.1
The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.
$’000
NOTE20262025
Equity
Contributed equity5.129,279
29,279
Asset revaluation reserve
28,50426,085
Cash flow hedge reserve
(161)301
Foreign currency translation reserve
4,219265
Share option reserve
9937
Retained earnings
79,63755,928
Total Equity
141,577111,895
Represented by
Current assets
Cash and cash equivalents3.1
78,20558,333
Short-term deposits3.1
10,000-
Trade and other receivables
641366
Advances to employees
553732
Prepayments
1,7573,646
Inventories3.2
30,44431,274
Derivative financial instruments7. 5
4991,062
Total current assets
122,09995,413
Non-current assets
Property, plant and equipment4.2
79,58262,155
Right-of-use assets4.1
98,05063,785
Investment property4.3
2,9603,020
Intangible assets
1,9691,273
Deferred tax6.2
8,0135,570
Total non-current assets
190,574135,803
Total assets
312,673231,216
Current liabilities
Trade payables
13,95211,341
Employee benefits7.1
12,7499,87 7
Other payables
24,22318,448
Lease liabilities4.1
29,25626,680
Derivative financial instruments7. 5
730639
Taxation payable
7, 8 8 42,376
Total current liabilities
88,79469, 361
Non-current liabilities
Lease liabilities4.1
81,357 49,960
Non-current provisions
945-
Total non-current liabilities82,30249,960
Total liabilities
171,096119,321
Net assets
141,577111,895
The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.
The Consolidated Financial Statements are signed for and on behalf of the Board and were authorised for issue on 29 September 2026.
Date 29 September 2026DirectorDirector
21
AS AT 1 AUGUST 2026
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
WARREN BELLPETER STEENSON
$’000NOTE
SHARE
CAPITAL
ASSET
REVALUATION
RESERVE
CASH FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
FOREIGN
CURRENCY
TRANSL ATION
RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
Balance at 1 August 202429,27926,105936--46,887103,207
Comprehensive income
Profit for year-----39,4 6139,4 61
Revaluation net of tax6.1-(20)----(20)
Cash flow hedges net of tax6.1--(635)---(635)
Foreign currency translation reserve----265-265
Total comprehensive income -(20)(635)-26539,46139,071
Transactions with owners
Dividends 2.3-----(30,420)(30,420)
Increase in share option reserve---37--37
Total transactions with owners---37-(30,420)(30,383)
Balance at 1 August 202529,27926,0853013726555,928111,895
Comprehensive income
Profit for year-----59,16359,163
Revaluation net of tax6.1-2,419----2,419
Cash flow hedges net of tax6.1--(462)---(462)
Foreign currency translation reserve----3,954-3,954
Total comprehensive income -2,419(462)-3,95459,16365,074
Transactions with owners
Dividends 2.3-----(35,491)(35,491)
Increase in share option reserve---99--99
Transfer of share option reserve to
retained earnings
---(37)-37-
Total transactions with owners---62-(35,454)(35,392)
Balance at 1 August 202629,27928,504(161)994,21979,637141,577
The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.
22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2026
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2026
$’000
NOTE20262025
Cash flows from operating activities
Cash was provided from:
Sales to customers
563,528471,282
Rent received2.2
223231
Interest income2.1
2,0632,031
Interest on debtors2.1
- 4
565,814473,548
Cash was applied to:
Payments to suppliers
3 17,942278,908
Payments to employees
98,14784,356
Interest paid on leases2.2
5,5304,689
Taxation paid
21,95416,990
443,573384,943
Net cash flows from operating activities
122,24188,605
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and intangible assets
13889
Repayment of employee advances
179115
317204
Cash was applied to:
Purchase of property, plant and equipment and intangible assets4.2
29,35115,830
Short-term deposits
3.110,000 -
39,35115,830
Net cash flows applied to investing activities
(39,03 4)(15,626)
Cash flows from financing activities
Cash was applied to:
Dividend paid2.3
35,49130,420
Lease liability payments4.1
30,61930,141
66,11060,561
Net cash flows applied to financing activities
(66,110)(60,561)
Net increase in funds held
17, 0 9 712,418
Cash and cash equivalents at the beginning of the year
58,33345,915
Effect of foreign exchange differences
2,775 -
Cash and cash equivalents at the end of the year3.1
78,20558,333
The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.
23
$’000
NOTE20262025
Net profit after taxation
59,16339,4 61
Add/(deduct) items classified as investing or financing activities
Loss/(Gain) on sale of plant and equipment2.23342
Add/(deduct) non cash items
Depreciation and amortisation2.2
44,57040,629
Gain on termination of lease2.2
(64)-
Net fair value loss on investment property2.2
60 60
Deferred taxation6.2
(2,706)2,017
Share option expense
9937
Foreign currency translation reserve
2,419265
Add/(deduct) movements in working capital items
Taxation payable
5,508(90)
Trade and other receivables and prepayments
1,6142,236
Trade and other payables, employee benefits and other working capital
10,4147, 7 7 8
Inventories
830(3,790)
Net cash flows from operating activities
122,24188,605
RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
24
FOR THE YEAR ENDED 1 AUGUST 2026
The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in understanding the
foundations on which the financial statements as a whole have been compiled. Material accounting policies specific to notes
shown in other sections are disclosed in a shaded box and are included as part of that particular note.
1.1 GENERAL INFORMATION
Reporting entity
Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”) is a retailer of men’s and
women’s clothing primarily in New Zealand and Australia.
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is
Level 3, 235-237 Broadway, Newmarket, Auckland.
Statutory base
Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC reporting entity under
Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the New Zealand Stock Exchange (NZX). The
financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets
Conduct Act 2013 and the NZX Main Board Listing Rules.
The financial statements were approved for issue by the Board of Directors on 29 September 2026.
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25
1.2 GENERAL ACCOUNTING POLICIES
Statement of Compliance
These financial statements for the year ended 1 August 2026 have been prepared in accordance with Generally
Accepted Accounting Practice in New Zealand (“GAAP”). They comply with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”), other New Zealand accounting standards and authoritative notices that
are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial Reporting
Standards Accounting Standards (“IFRS Accounting Standards”).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars, rounded where
necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein Glasson
Holdings Limited and its subsidiaries, together they are referred to in these financial statements as ‘the Group’.
The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are
eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
20262025
Hallenstein Bros Limited100%100%Retail of menswear in New Zealand
Hallensteins Australia Pty Limited100%100%Retail of menswear in Australia
Glassons Limited100%100%Retail of womenswear in New Zealand
Glassons Australia Pty Limited100%100%Retail of womenswear in Australia
Hallenstein Properties Limited100%100%Property ownership in New Zealand
INVESTMENTS IN SUBSIDIARIES
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
1. BASIS OF PREPARATION (CONTINUED)
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of
investment property, land and buildings and certain financial assets and liabilities (including derivative instruments)
measured at fair value.
Climate related risks
Transactions and balances
As part of its risk management framework, the Group continues to monitor its exposure to risk, including climate
related risks and regulatory related reporting requirements. The Group has not identified any climate-related risks or
opportunities that have a material impact on the financial statements.
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS and IFRS Accounting Standards requires the use of
certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying
the Group’s accounting policies.
Property, plant and equipment/Right-of-use assets: The Group has assessed whether the carrying value of its
property, plant and equipment and right-of-use assets have suffered any impairment since they were acquired. The
recoverable amounts of cash generating units (at a store level) have been determined based on value-in-use calculations.
These calculations require the use of estimates and projections of future operating performance.
Inventory provision: The Group assessed the inventory provision using management judgement which considers a range
of factors including the review of historical data, the age of inventory and current selling price trends to determine the
appropriateness of the provision.
Revaluation of Land and Buildings: The fair value of the Group’s land and buildings is determined by the Board following
an independent valuation undertaken. Independent valuations are undertaken with sufficient regularity to ensure the
carrying value does not differ materially from the fair value at the end of the reporting period. The basis of the valuation
is assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.2.
Revaluation of Investment Property: The fair value of the Group’s investment property is determined by the Board
following an independent valuation undertaken annually. The basis of the valuation is assessed within a range indicated
by two valuation approaches: discounted cash flow analysis and an income capitalisation approach. The key assumptions
are disclosed in note 4.3.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements for each of the Group’s operations are measured using the currency of the
primary economic environment in which it operates (“the functional currency”). The financial statements are presented in
New Zealand dollars, which is the Group’s presentational currency.
Effective 2 August 2024, Glassons Australia and Hallensteins Australia, previously registered as branches in Australia,
became separate companies registered with the Australian Securities and Investments Commission (ASIC) under Part 5B.1
of the Corporations Act 2001 (Cth) (Australia). As a result, the Group has two operating subsidiaries in Australia.
As part of the domiciliation of these companies, the functional currency of the Australian branches/subsidiaries was
reassessed. Over time there has been a gradual change in operations in Australia which has culminated in converting the
branches to subsidiaries as noted above. Management has further determined that a change in functional currency from
New Zealand Dollars (NZD) to Australian Dollars (AUD) upon the restructuring of the Australian branches on the 2 August
2024 was appropriate.
The results and financial position of all the Group entities that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance
sheet;
• Income and expenses for each statement of comprehensive income are translated at average exchange rates; and
• All resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and other
currency instruments designated as hedges of such investments, are taken to other comprehensive income.
27
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. PERFORMANCE
2.1 SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors.
The Board of Directors is the chief operating decision maker and is responsible for allocating resources and assessing
performance of the operating segments and they delegate that authority through the Executive team.
The Board of Directors considers the business from both a product and geographic perspective as follows:
• Hallensteins (Hallenstein Bros Limited (New Zealand) and Hallensteins Australia Pty Limited (Australia))
• Glassons New Zealand (Glassons Limited (New Zealand))
• Glassons Australia (Glassons Australia Pty Limited (Australia))
• Property (Hallenstein Properties Limited (New Zealand))
• Parent (Hallenstein Glasson Holdings Limited (New Zealand))
The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from external
parties reported to the Board of Directors are measured in a manner consistent with that in the consolidated statement of
comprehensive income. The Group does not derive a material amount of revenue from any single external customer.
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Segment revenue123,487252,849108,632-1,142486,110
Intercompany segment revenue(11,575)(1,325)(1,328)-(1,142)(15,370)
Sales revenue from external customers111,912251,5241 07, 3 0 4--470,740
Cost of sales(48,679)(96,839)(45,958)--(191,476)
Finance income379946564-1462,035
Finance expense(1,360)(2,058)(1,242)-(29)(4,689)
Depreciation and amortisation(11,338)(19,127 )(9,527 )(525)(112)(40,629)
Profit/(loss) before income tax19,16234,2174,755324(80)58,378
Income tax expense(5,719)(11,742)(1,451)(23)18(18,917)
Net profit/(loss) after income tax13,44322,4753,304301(62)39,4 61
STATEMENT OF FINANCIAL POSITION
Current assets2 7,9 9 835,83421,0906,6593,83295,413
Non-current assets40,42746,94328,14420,289-135,803
Current liabilities18,32834,87615,49931634269,361
Non-current Liabilities15,77319,94 614,241--49,960
Purchase of property, plant and
equipment and intangible assets4,5097, 0 3 74,21470-15,830
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIA
HALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Segment revenue139,226326,304115,240-1,152581,922
Intercompany segment revenue(14,421)(1,933)(1,394)-(1,152)(18,900)
Sales revenue from external customers124,805324,371113,846--563,022
Cost of sales(51,406)(119,974)(44,033)--(215,413)
Finance income4561,145369-932,063
Finance expense(1,321)(2,741)(1,463)-(32)(5,557)
Depreciation and amortisation(10,962)(23,090)(9,979)(539)-(44,570)
Profit/(loss) before income tax29,10343,45710,9123608783,919
Income tax (expense)/benefit(8,203)(13,389)(3,077)(59)(28)(24,756)
Net profit/(loss) after income tax20,90030,0687, 8 3 53015959,163
STATEMENT OF FINANCIAL POSITION
Current assets40,60645,88124,6627, 3 2 63,624122,099
Non-current assets43,21791,00935,88220,45313190,574
Current liabilities21,21449,12918,1432228688,794
Non-current liabilities18,01845,69618,588--82,302
Purchase of property, plant and equipment
and intangible assets
2,87020,1366,31827-29,351
FOR THE YEAR ENDED 1 AUGUST 2025
FOR THE YEAR ENDED 1 AUGUST 2026
2.PERFORMANCE (CONTINUED)
SEGMENT RESULTS
29
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,
excluding Goods and Services Tax, net of rebates and discounts and after eliminating sales within the Group.
Revenue is recognised as follows:
Sales of goods - retail
Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store sales, control
passes to the customer at the point of sale. For online sales, the order and the delivery to the customer are considered
to comprise a single performance obligation, therefore control passes to the customer when the goods are delivered.
Retail sales are usually in cash, credit card, debit card or by various pay later services. The recorded revenue is the
gross amount of sale (excluding GST), including credit card fees and service fees payable for the transaction. Such fees
are included in selling expenses.
The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until such time
where the customer redeems the gift card on future purchases. A contract liability for the purchase of a gift card
is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed, or, for the portion
not expected to be redeemed (breakage), in line with expected redemption patterns, with any remaining balance
recognised when they expire. As at 1 August 2026, the gift card liability balance recognised under “Other payables”
was $2.88M (2025: $2.47M, 2024: $2.22M).
Interest income
Interest income is recognised using the effective interest method.
Rental income
Rental income from operating leases (net of any incentives) is recognised on a straight-line basis over the lease term.
Profit before income tax includes the following specific income and expenses:
$’00020262025
Other operating income
Rental income223231
Insurance proceeds382244
Expenses
Occupancy costs
1
15,2509,514
Auditor’s Remuneration - PwC New Zealand
Audit of Financial Statements345337
Directors’ fees836718
Wages, salaries and other short term benefits101,0198 7,12 8
Depreciation of property, plant and equipment14,82711,504
Depreciation of right-of-use assets28,96628,526
Amortisation of software777599
Total depreciation and amortisation44,57040,629
Net fair value loss on investment property6060
Interest on leases
5,5304,689
Gain on termination of lease(64)-
Loss/(gain) on disposal of property, plant and equipment3342
1
Occupancy costs include rental expense on short term leases and turnover rent expenses.
2.PERFORMANCE (CONTINUED)
2.2 INCOME AND EXPENSES
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
2.3 DIVIDENDS
2.4 EARNINGS PER SHARE
Provision is made for the amount of any dividend declared on or before the balance date but not distributed at
balance date.
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by
the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary
shares issued during the period.
Dividends paid were partially imputed. Supplementary dividends of $218,716 (2025: $244,972) were paid to shareholders
not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary
shares outstanding during the year.
Diluted
Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. The Group has awarded performance rights under
a Long-Term Incentive Plan (LTIP) during the financial year. These are considered potential ordinary shares and included in the
calculation of diluted earnings per share. The impact of these potential shares is to increase the weighted average number of
shares outstanding by 28,374 in 2026 (2025: 36,873).
Dividends2026202520262025
Cents per shareCents per share
$’000$’000
Final dividend for the year ended 1 August 2025
30.5018,193
Interim dividend for the year ended 1 August 2026
29.0017, 2 9 8
Final dividend for the year ended 1 August 202426.50
15,806
Interim dividend for the year ended 1 August 202524.50
14,614
Total59.5051.0035,49130,420
Earnings per share
$’00020262025
Profit after tax59,16339,4 61
Weighted average number of ordinary shares outstanding59,6 4959,6 49
Basic earnings per share (cents per share)99.266.2
Effect of LTIP share scheme diluted weighted average number of shares2837
Diluted earnings per share (cents per share)99.166.1
2. PERFORMANCE (CONTINUED)
31
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. WORKING CAPITAL
3.1 CASH AND CASH EQUIVALENTS
Cash and cash equivalents
Cash and cash equivalents include cash at bank, cash on hand, EFTPOS (electronic funds transfer point of sale)
transactions which have not been cleared by the bank at balance date, deposits held at call with financial institutions,
other short-term highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Short-term deposits
Short-term deposits represent cash held on deposit for a term of greater than three months and less than 12 months.
Consolidated statement of cash flows
The following are the definitions of the terms used in the consolidated statement of cash flows:
(I.) Cash comprises cash and cash equivalents.
(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment,
investments and employee advances.
(III.) Financing activities are those activities which result in changes in the size and composition of the capital structure of the
Group. This includes lease payments, equity and debt not falling within the definition of cash. Dividends paid are included
in financing activities.
(IV.) Operating activities include all transactions and other events that are not investing or financing activities.
The carrying amount of cash and cash equivalents equals the fair value.
Cash and cash equivalents
$’000
20262025
Cash at bank67, 3 5 356,641
Deposits with bank10,7351,604
Cash on hand11788
Total cash and cash equivalents78,20558,333
Term deposits
$’000
20262025
Short-term deposits 10,000-
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
3.2 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average
method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location
and condition. Cost of sales comprises the purchase price of goods, import duties and inbound freight to the
Group’s distribution centre. Costs of operating the Group’s distribution network including distribution centre costs
are recognised in distribution expenses as incurred. Net realisable value is the estimated selling price in the ordinary
course of business, less applicable variable selling expenses, excluding borrowing costs. The Group assesses the likely
net residual value of inventory. A provision is recognised for inventory which is older than two years and for inventory
which is expected to sell for less than cost. Management will also use their judgement to assess whether any further
provisions are required based on style performance, current trends and specific product information from buyers.
Inventory provisions are provided at year end for stock obsolescence within cost of sales in the Consolidated Statement of
Comprehensive Income. The cost of inventories recognised as an expense and included in cost of sales amounted to $214,264,774
(2025: $189,677,388).
Inventories
$’000
20262025
Finished goods31,69331,479
Inventory provision
(1,249)(205)
Net inventories30,44431,274
3. WORKING CAPITAL (CONTINUED)
33
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. NON-CURRENT ASSETS
4.1 LEASES
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the remaining lease payments.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount of the lease
liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term.
The Group leases retail stores under non-cancellable operating leases expiring within one to six years. There is a small
portion of lease contracts which contain renewal rights. In considering the lease term for these contracts, the Group
has determined that rights of renewals are not reasonably certain to be exercised due to the nature and location of
the stores and the changing retail environment. It is the Group’s strategy to renegotiate the terms of all leases at their
expiry instead of exercising renewal rights. This agile strategy is enabled by having stores relatively small in size and not
highly customised, and therefore relatively straight forward to move locations. In addition, with the current retail market
uncertainty the Group needs to maintain a degree of flexibility.
Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease. If that rate
cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and
conditions.
Short term leases where the Group is the lessee
The Group applies the short-term lease recognition exemption to leases with a term of 12 months or less from the
commencement date. For these leases, the Group recognises the lease payments (net of any incentives received from the
lessor) within the profit or loss in the Consolidated Statement of Comprehensive Income on a straight-line basis over the
period of the lease.
The Group is the lessor
Assets leased to third parties under operating leases are included in Investment Property in the Consolidated Statement
of Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line basis over the
lease term. Lease receivables are disclosed under Note 4.3.
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
Right-of-use assets
$’000
20262025
Opening net book value63,78567, 0 2 9
Depreciation(28,966)(28,526)
Modifications and additions60,63825,267
Lease terminations(808)-
FX impact3,40115
Carrying amount98,05063,785
Lease liabilities
$’000
20262025
Opening lease liabilities76,64079,18 4
Lease modifications and additions61,6212 7, 61 9
Interest for the period5,5304,689
Lease payments made(36,149)(34,830)
Lease terminations(872)-
FX impact3,843(22)
Closing lease liabilities110,61376,640
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Lease commitments
The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2026 (2025: $Nil).
Lease liabilities maturity analysis for the year ended 1 August 2026
$’000
MINIMUM LEASE
PAYMENTSINTERESTPRESENT VALUE
Due within one year35,100(5,844)29,256
One to two years28,294(4,247)24,047
Two to five years52,493(5,458)47,0 3 5
Later than five years10,861(586)10,275
Total126,748(16,135)110,613
Current29,256
Non-current81,357
Total110,613
Lease liabilities maturity analysis for the year ended 1 August 2025
$’000
MINIMUM LEASE
PAYMENTSINTERESTPRESENT VALUE
Due within one year30,427(3,747 )26,680
One to two years22,309(2,446)19,863
Two to five years30,014(2,368)2 7, 6 4 6
Later than five years2,737(286)2,451
Total85,487(8,847)76,640
Current26,680
Non-current49,960
Total76,640
Lease related expenses included in the consolidated statement of comprehensive income:
$’00020262025
Depreciation28,96628,526
Rent on short-term leases and turnover rent expenses15,2509,514
Gain on lease termination(64)-
Interest on leases5,5304,689
Total49,68242,729
Lease payments included in the consolidated statement of cash flows:
$’00020262025
Interest paid on leases (operating activities)5,5304,689
Payments for lease liabilities principal (financing activities)30,61930,141
Total cash outflows from leases36,14934,830
4. NON-CURRENT ASSETS (CONTINUED)
35
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.2 PROPERTY, PLANT AND EQUIPMENT
Recognition and measurement
Land and buildings were valued on 1 August 2026 by CBRE Limited, FordBaker Valuation Limited and CVAS (NZ) Limited
(collectively “the valuers”), who are independent registered valuers and associates of The New Zealand Institute of
Valuers. The valuers have recent experience in the location and category of the item being valued. The fair values of
the assets represent the estimated price for which a property could be sold on the date of valuation in an orderly
transaction between market participants.
The adopted valuations have been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive at fair value.
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising a property’s
sustainable net income at an appropriate, market derived capitalisation rate
(yield). Unobservable inputs within the income capitalisation approach include:
a) Net Market Rent which is the annual amount for which a tenancy within a
property is expected to achieve under a new arm’s length leasing transaction
after deducting a fair share of property operating expenses.
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied to a
property’s sustainable net income to derive value.
Discounted cash flow analysis
With the discounted cash flow analysis, a cash flow budget is established for the
property over a ten-year time horizon. Within the cash flow an allowance is made
for rental growth as well as deducting costs associated with property ownership.
A terminal value is also estimated and the cash flows are discounted at a market
rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow analysis include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a property’s
future net cash flows to convert those cash flows into a present value.
b) The terminal capitalisation rate which is the rate which is applied to a
property’s sustainable net income at the end of an assumed holding period to
derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent
over an assumed holding period.
d) Expenses growth rate which is the annual growth rate applied to property
operating expenses over an assumed holding period.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no
transfers between levels of the fair value hierarchy. Both the income capitalisation approach and discounted cash flow
analysis contained unobservable inputs in determining fair value.
These are summarised in the table below:
Class of property
Inputs used to measure
fair value2026Sensitivity
Land and Buildings
- Warehouse
Net Market Rent$130 - $190The higher the market rent and growth rate,
the higher the fair value.
Rental growth rate2.80% - 3.00%
Capitalisation rate (yield)5.64% - 5.70%
Discount Rate7. 5 0 % - 7. 7 5 %The higher the capitalisation rates and
discount rate, the lower the fair value.
Terminal Capitalisation Rate5.88% - 6.75%
Expenses growth0.00% - 1.96%The higher the expenses, the lower the fair
value.
4. NON-CURRENT ASSETS (CONTINUED)
RANGE OF SIGNIFICANT UNOBSERVABLE INPUTS
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive
income and shown as an asset revaluation reserve in equity. Decreases that offset previous increases of the same asset
are charged in other comprehensive income and debited against the asset revaluation reserve directly in equity; all
other decreases are charged to the profit or loss in the consolidated statement of comprehensive income.
All other property, plant and equipment is stated at historical cost less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. This cost includes labour
attributable to bringing the assets to the location and working condition for its intended use.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost,
net of their residual values, over their estimated useful lives, as follows:
Buildings
67 years
Plant & equipment 2 - 5 years
Furniture & fittings
5 - 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.
Impairment
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Assets that are subject to depreciation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, for example
a planned store closure, withdrawal from a business segment, or assessment of loss-making stores. Assets are
grouped at the lowest levels for which there are separately identifiable cash flows; a store’s assets is the relevant
cash generating unit. If, in a subsequent period, the amount of the impairment loss decreases and it can be related
objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised
impairment loss is recognised in the consolidated statement of comprehensive income.
The value-in-use calculation evaluates recoverability based on the stores’ forecasted discounted cash flows, which
incorporate estimated sales, margin & expense growth based upon current plans for the store. Key assumptions in the
determination of recoverable amount are:
• the estimate of future cash flows of the store incorporating reasonable sales growth and margin improvement; and
• the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash
flows.
The Group has performed an assessment to determine whether there is any sensitivity to changes in key assumptions.
As a result of the sensitivity analysis and impairment testing performed, it was determined that no material risks of
impairment existed as at 1 August 2026 (2025: $Nil).
Disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in
the Consolidated Statement of Comprehensive Income.
4. NON-CURRENT ASSETS (CONTINUED)
37
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
$’000
LAND
AT FAIR VALUE
BUILDINGS
AT FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV11,23518,06324,3878,47062,155
Additions
- - 15,01912,8432 7, 8 62
Disposals
- - (250)(210)(460)
Depreciation
- (627)(9,393)(4,807)(14,827)
Revaluations
1,245 1,630 - - 2,875
FX Impact
- - 1,329 648 1,977
Closing NBV12,48019,06631,09216,94479,582
Cost/Valuation12,48019,08195,25747, 0 4 8173,866
Accumulated depreciation
- (15)(64,165)(30,104)(94,284)
Closing NBV12,48019,06631,09216,94479,582
$’000
LAND
AT FAIR VALUE
BUILDINGS
AT FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV 11,235 18,636 22,353 6,555 58,779
Additions
- 70 9,735 5,108 14,913
Disposals
- - (65)(60)(125)
Depreciation
- (615)( 7, 7 2 5 )(3,164)(11,504)
Revaluations
- (28) - - (28)
FX Impact
- - 89 31 120
Closing NBV 11,235 18,063 24,387 8,470 62,155
Cost/Valuation 11,235 18,616 82,769 33,922 146,542
Accumulated depreciation
- (553)(58,382)(25,452)(84,387)
Closing NBV 11,235 18,063 24,387 8,470 62,155
YEAR ENDED 1 AUGUST 2026
YEAR ENDED 1 AUGUST 2025
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
$’00020262025
Land4,2704,270
Buildings12,86212,862
Cost17,13 217,13 2
Accumulated depreciation(3,507)(3,250)
Net book value13,62513,882
4. NON-CURRENT ASSETS (CONTINUED)
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Recognition and measurement
Investment property consists of a portion of land and buildings for the purpose of retail. Land and buildings were
valued on 1 August 2026 by CBRE Limited (“the valuer”) who is an independent registered valuer and associate of The
New Zealand Institute of Valuers. The valuer has recent experience in the location and category of the item being
valued. The fair value of the assets represents the estimated price for which a property could be sold on the date of
valuation in an orderly transaction between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income capitalisation
approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuer to arrive at fair value:
Valuation approachDescription of the valuation approach
Income capitalisation approach
A valuation methodology which determines fair value by capitalising a
property’s sustainable net income at an appropriate, market derived
capitalisation rate (yield). Unobservable inputs within the income capitalisation
approach include:
a) Net Market Rent which is the annual amount for which a tenancy within a
property is expected to achieve under a new arm’s length leasing transaction
after deducting a fair share of property operating expenses.
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied to
a property’s sustainable net income to derive value.
Discounted cash flow analysis
With the discounted cash flow analysis, a cash flow budget is established for
the property over a ten-year time horizon. Within the cash flow an allowance
is made for rental growth as well as deducting costs associated with property
ownership. A terminal value is also estimated and the cash flows are discount-
ed at a market rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow analysis include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a property’s
future net cash flows to convert those cash flows into a present value.
b) The terminal capitalisation rate which is the rate which is applied to a
property’s sustainable net income at the end of an assumed holding period to
derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent
over an assumed holding period.
d) Expenses growth rate which is the annual growth rate applied to property
operating expenses over an assumed holding period.
The loss of $60,000 on the fair value revaluation of Investment Property was recognised as an operating expense in the
Consolidated Statement of Comprehensive Income (2025: $60,000). Subsequent revaluation surpluses or losses will be
recognised through the Consolidated Statement of Comprehensive Income.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no
transfers between levels of the fair value hierarchy.
4.3 INVESTMENT PROPERTY
4. NON-CURRENT ASSETS (CONTINUED)
39
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Class of property
Inputs used to measure
fair value
2026
2025
Sensitivity
Land and
Buildings – Retail
and Investment
Property
Net Market Rent
$327 per m
2
$327 per m
2
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate
1.86% - 2.00%
1.50% - 2.00%
Capitalisation rate (yield)
7. 2 8 %
6.97%
Discount Rate
7.20%
7.9 2 %
The higher the capitalisation rates
and discount rate, the lower the fair
value.
Terminal Capitalisation
Rate
7.35%
6.72%
Expenses growth
1.86% - 2.00%
1.80% - 2.00%
The higher the expenses, the lower
the fair value.
Both the income capitalisation approach and discounted cash flow analysis contained unobservable inputs in
determining fair value. These are summarised in the table below:
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably.
Lease receivables:
The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties. Leases
reflect normal commercial arrangements with varying terms and renewal rights.
The future minimum rental payments receivable under these leases is as follows:
Investment Property
RANGE OF SIGNIFICANT UNOBSERVABLE INPUTS
$’00020262025
Opening Balance3,0203,080
Net loss from fair value revaluation(60)(60)
Closing Balance2,9603,020
$’00020262025
Due within one year176150
One to two years176150
Two to five years239374
Total lease receivables591674
4. NON-CURRENT ASSETS (CONTINUED)
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Contributed Equity2026202520262025
SHARESSHARES$’000$’000
Representing:
Share Capital59,6 49,06159,6 49,06129,27929,279
5. EQUITY
5.1 SHARE CAPITAL
5.2 EXECUTIVE SHARE SCHEME
Ordinary shares are classified as capital, net of treasury stock.
Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
Reserves
The asset revaluation reserve records revaluations of land and buildings classified as property, plant and equipment,
net of tax. The cash flow hedge reserve records the fair value of derivative financial instruments, net of tax that
meet the hedge accounting criteria. The Share Option reserve is used to record the accumulated value of unvested
share rights arising from the executive share scheme which have been recognised in the consolidated statement of
changes in equity. The Foreign currency translation reserve is used to record foreign currency translation differences
arising on the translation of the Group entities results and financial position. The amounts are accumulated in other
comprehensive income until disposal of the foreign operation.
Long-Term Incentive Plan (LTIP)
The Group’s Long-Term Incentive Plan provides for both cash-settled phantom shares and equity-settled awards:
Phantom shares are cash-settled, with entitlements determined by the Company’s share price at vesting, based on the
volume weighted average price over a chosen period.
Equity-settled awards are measured at grant-date fair value and recognised as an expense on a straight-line basis
over the vesting period. The awards are satisfied through a capital issue of new shares after a three-year vesting
period, subject to performance and service conditions. The issue of new shares results in potential dilution for existing
shareholders.
The LTIP is accounted for in accordance with NZ IFRS 2 Share-based Payment.
Cash-settled awards are recognised as a liability and remeasured to fair value at each reporting date, with changes
recognised in the profit or loss in the Consolidated Statement of Comprehensive Income. Equity-settled awards are
measured at grant date fair value and expensed over the vesting period, with a corresponding credit to the Share
Option Reserve.
All shares are fully paid and rank equally.
41
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In accordance with NZ IFRS 2 Share-based Payment, the below amount represents the fair value of equity instruments granted,
measured at the grant date. The total long-term performance rights of $297,497 have been determined based on 37,421 shares
granted at a grant date fair value of $7.95 per share. The grant date fair value was determined by reference to the Company’s
share price at the grant date, adjusted for the present value of expected dividends that participants are not entitled to receive
during the vesting period. Performance and service conditions are not reflected in the grant-date fair value and are instead
reflected in the number of awards expected to vest.
For the year ended 1 August 2026, the Group recognised costs in relation to the Long-Term Incentive Plan (LTIP) in accordance
with NZ IFRS 2 Share-based Payment.
An amount of $185,000 has been recognised as a provision for incentive with a corresponding charge to employee benefits in
respect of cash-settled awards. The carrying amount of the liability recognised in respect of cash-settled awards at 1 August
2026 was $222,000. No cash-settled awards had vested at year end.
In addition, $99,000 has been recognised as a credit to the Share Option Reserve in respect of equity-settled awards, with a
corresponding charge to employee benefits. This reflects the expected settlement of awards through the issue of new shares,
subject to vesting conditions.
An amount of $37,000 has been recognised as a debit to the Share Option Reserve, with a corresponding transfer to Retained
Earnings. This reflects awards which have lapsed in the current financial year.
Long-Term Performance Rights
GRANT DATE
OPENING BALANCE
($)
GRANTED DURING
THE YEAR ($)
VESTED DURING THE
YEAR ($)
LAPSED DURING THE
YEAR ($)
CLOSING BALANCE
($)
2/08/2024222,344--(222,344)-
29/10/2025-297,497--297,497
6. TA X ATION
6.1 INCOME TAX EXPENSE
The income tax expense or revenue for the period is the tax payable or receivable on the current period’s taxable income
based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements and unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for
each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising
from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these
temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction
did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in operations where the company is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly
in equity.
5. EQUITY (CONTINUED)
Goods and Services Tax (GST)
The Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows have been
prepared so that all components are stated exclusive of GST. All items in the Consolidated Statement of Financial Position
are stated net of GST, with the exception of receivables and payables, which include GST invoiced.
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Income Tax Expense
The effective tax rate for the year was 29.5% (2025: 32.4%).
The tax (charge)/credit relating to components of other comprehensive income are as follows:
$’000
20262025
The tax expense comprises:
Current tax expense 26,23416,920
Prior period adjustment858(67)
Deferred tax expense (note 6.2)
- Future tax expense current year(1,369)128
- Prior period adjustment
(967)1,936
Total income tax expense24,75618,917
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense83,91958,378
Tax at 28% (2025: 28%)23,49716,346
Tax effect of:
- Expenses not deductible for tax137247
- Adjustment due to different rate in different jurisdictions1,231614
- Utilisation of tax losses by group companies-(159)
- Prior period adjustment(109)1,869
Total income tax expense24,75618,917
$’00020262025
BEFORE TAXTAX EFFECTAFTER TA XBEFORE TAXTAX EFFECTAFTER TA X
Fair value (loss)/gains (net of tax) on revaluation
of land and buildings
2,875(456)2,419(28)8(20)
Fair value (loss)/gain (net of tax) in cash flow
hedge reserve
(655)193(462)(892)257(635)
6. TAXATION (CONTINUED)
43
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
$’000
20262025
Amounts recognised in profit or loss
Depreciation623349
Provisions and accruals4,8003,376
Right-of-use assets(29,292)(20,179)
Lease liabilities32,26922,139
8,4005,685
Amounts recognised directly in equity
Asset revaluation reserve(456)8
Cash flow hedges69(123)
Total amount recognised8,0135,570
Movements
Balance at beginning of year5,5707, 3 2 3
Credited/(Charged) to the Income Statement1,369(128)
Prior period adjustment967(1,936)
Charged to equity(263)265
FX impact37046
Balance at end of the year8,0135,570
$’000
20262025
Imputation credits available for subsequent reporting periods 8,5213,592
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
• Imputation credits that will arise from the payment of the provision for income tax;
• Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
6. TA X ATION (CONTINUED)
6.2 DEFERRED TAX
6.3 IMPUTATION CREDITS
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected to
be settled within 12 months of the reporting date are recognised in employee benefits in respect of employees’ services up
to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for
non accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
7. OT H E R
7.1 EMPLOYEE BENEFITS
7.2 CONTINGENCIES
7.3 CAPITAL EXPENDITURE COMMITMENTS
Employee benefits
$’000
20262025
Holiday pay accrual and other benefits12,7499,87 7
Employee benefits
$’000
20262025
Bank guarantee provided to the New Zealand Stock Exchange (NZX)7575
$’000
20262025
Commitments in relation to store and distribution centre fitouts1,3491,863
Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business on which no
loss is anticipated are as follows:
Letters of Credit
Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of the same value
representing inventories purchased.
45
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
During the year, the Company recorded loan advances, loan repayments and management fees with its subsidiaries through
internal current accounts. In presenting the financial statements of the Group, the effect of transactions and balances between
fellow subsidiaries and those with the Parent have been eliminated.
During the financial year, consulting fees of $19,000 (2025: $14,000) were paid to Karen Bycroft. There was no balance
outstanding as at 1 August 2026 (2025: $Nil).
During the financial year, consulting fees of $150,000 (2025: $Nil) were paid to Graeme Popplewell. There was no balance
outstanding as at 1 August 2026 (2025: $Nil).
Total remuneration of $1,014,482 was paid by the Company to close family members of the Board of Directors for individuals that
were either employed or engaged as consultants by the Company in the year ended 1 August 2026 (2025: $988,000). In addition,
total dividends of $113,443 were paid by the Company to close family members of the Board of Directors in their capacity as
shareholders in the year ended 1 August 2026 (2025: $Nil).
The Company operates a long-term incentive scheme for certain senior executives as outlined in Note 5.2.
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
Key management compensation was as follows:
$’00020262025
T C Glasson
Rent payments on retail premises1,5251,478
Balance as at year end - lease liabilities3,8424,955
DIRECTORS’ FEESDIVIDENDS
$’0002026202520262025
Ms J Appleyard8986--
Mr W J Bell150145--
Ms K Bycroft108102--
Mr M Ford 11011265
Mr J C Glasson--392224
Mr T C Glasson89865,0154,789
Mr G Popplewell1041019585
Ms S Vincent89862824
Mr P Steenson97---
8367185,5365,127
$’00020262025
Short term employee benefits4,3643,667
Post employment benefits165112
Termination benefits553-
Share scheme benefit28474
7. OTHER (CONTINUED)
7.4 RELATED PARTY TRANSACTIONS
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
Fair value estimation
Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to measure fair
value. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(Level 3).
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or
change in circumstances that caused the transfer.
The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair value of
financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined
by using valuation techniques. These valuation techniques maximise the use of observable market data where it
is available and rely as little as possible on entity specific estimates. If all material inputs required to fair value an
instrument are observable, the instrument is included within Level 2. Under Level 2 the Group holds forward foreign
exchange contracts. The fair value of these forward foreign exchange contracts is determined using forward exchange
rates at the balance sheet date, with the resulting value discounted back to present value. Refer to note 7.5.4.
The Group’s land and buildings within property, plant and equipment and investment property are classified as Level 3
in the fair value hierarchy as one or more of the material inputs into the valuation are not based on observable market
data. Refer to notes 4.2 and 4.3 for more information.
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The company designates certain
derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value
hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group
also documents its assessment, both at hedge inception and on an ongoing basis, whether the derivatives that are
used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or
cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised
immediately in the profit or loss in the Consolidated Statement of Comprehensive Income.
Amounts accumulated in equity are recycled in the Consolidated Statement of Comprehensive Income in the periods
when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place).
However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example,
inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and
included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when
the forecast transaction is ultimately recognised in the Consolidated Statement of Comprehensive Income. When
a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is
immediately transferred to the profit or loss in the Consolidated Statement of Comprehensive Income.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative
instruments are recognised immediately in the profit or loss in the Consolidated Statement of Comprehensive Income.
7. OTHER (CONTINUED)
7.5 FINANCIAL RISK MANAGEMENT
47
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7.5.2 LIQUIDITY RISK
The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk (including currency
risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise adverse effects on the Consolidated
Statement of Comprehensive Income. Derivative financial instruments are used to hedge currency risk.
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group’s approach to
managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow. At balance date, the
Group had $88.205 million (2025: $58.333 million) in cash reserves and accordingly, management consider liquidity risk to be
relatively low.
The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity groupings based
on the remaining period from the Consolidated Statement of Financial Position to the contractual maturity date. The cash flow
hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in
relation to all forward foreign exchange contracts in place at balance date. The cash flow hedge “inflow” amounts represent the
corresponding inflow of foreign currency back to the Group as a result of the gross settlement on those contracts, converted
using the spot rate at balance date. The carrying value shown is the net amount of derivative financial liabilities and assets
as shown in the Consolidated Statement of Financial Position. Trade payables are shown at carrying value in the table. No
discounting has been applied as the impact of discounting is not material.
AS AT 1 AUGUST 2026
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING VALUE
Trade and other payables
38,175-38,17538,175
38,175-38,17538,175
Forward foreign exchange contracts
Cash flow hedges:
— Outflow(41,777)(32,807)(74,584)(74,584)
— Inflow41,76032,66474,42474,353
Net(17)(143)(160)(231)
AS AT 1 AUGUST 2025
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING VALUE
Trade and other payables
29,789-29,78929,789
29,789-29,78929,789
Forward foreign exchange contracts
Cash flow hedges:
— Outflow(34,983)(49,675)(84,658)(84,658)
— Inflow35,19850,16285,36085,081
Net215487702423
7. OTHER (CONTINUED)
7.5.1 FINANCIAL RISK FACTORS
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
7.5.4 MARKET RISK
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting in financial loss
to the Group. The Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places
its cash, short-term investments, and derivative financial instruments with high credit quality financial institutions. Retail sales
are predominantly settled in cash or by using major credit cards. 0.1% (2025: 0.1%) of sales give rise to trade receivables. This
maximum exposure to credit risk is the carrying amount of trade receivables.
Concentration of credit risk with respect to debtors is limited due to the large number of customers included in the Group’s
customer base.
The Group does not require collateral or other security to support financial instruments with credit risk.
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar with the purchase
of inventory from overseas suppliers.
The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed on a regular basis,
and management report monthly to the Board to confirm policy is adhered to. All committed foreign currency requirements are
fully hedged, and approximately 50% (2025: 50%) of anticipated foreign currency requirements are hedged on a rolling twelve
month basis.
The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk arising from future
purchases.
Forward exchange contracts – cash flow hedges
These contracts are used for hedging committed or highly probable forecast purchases of inventory. The contracts are timed to
mature during the month the inventory is shipped and the liability settled. The cash flows are expected to occur at various dates
within one year from balance date.
When forward exchange contracts have been designated and tested as an effective hedge the portion of the gain or loss on
the hedging instrument that is determined to be an effective hedge is recognised directly in equity. These gains or losses will be
released in the profit or loss in the Consolidated Statement of Comprehensive Income at various dates over the following year as
the hedged risk crystallises.
At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$74.584 million (2025:
NZ$84.658 million), primarily in USD and AUD. At balance date these contracts are represented by net liability of $0.231 million
(2025: assets of $0.423 million). When foreign exchange contracts are not designated and tested as an effective hedge, the
gain or loss on the foreign exchange contract is recognised in the profit or loss in the Consolidated Statement of Comprehensive
Income.
At balance date there are no such contracts in place (2025: Nil).
Interest rate risk
The Group has no interest-bearing borrowings. Exposure to interest rate risk arises only from the impact on income from
operating cash flows as a result of interest-bearing assets, such as cash deposits.
Sensitivity analysis
Based on historical movements and volatilities and management’s knowledge and experience, management believes that the
following movements are ‘reasonably possible’ over a 12-month period:
• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD) against the USD,
from the year end rate of $0.5868 (2025: $0.5881).
• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD) against the AUD,
from the year end rate of $0.835 (2025: $0.9139).
• A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 2.5% (2025: 3.0%).
7. OTHER (CONTINUED)
7.5.3 CREDIT RISK
49
FOR THE YEAR ENDED 1 AUGUST 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT 1 AUGUST 2026INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Financial assets at amortised
cost
Cash and cash equivalents
78,205(1,564)(1,564)1,5641,5645,0575,057(4,138)(4,138)
Short-term deposits10,000(200)(200)200200----
Accounts receivable641--------
Advances to employees553--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables38,175----(3,732)(3,732)3,0543,054
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
(231)-----6,074-(4,773)
Total increase / decrease
(1,764)(1,764)1,7641,7641,3257, 3 9 9(1,084)(5,857)
AS AT 1 AUGUST 2025INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Financial assets at amortised
cost
Cash and cash equivalents
58,333(1,167 )(1,167 )1,1671,1673,4733,473(2,841)(2,841)
Accounts receivable
366--------
Advances to employees
732--------
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
423-----6,829-(5,587)
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
29,789----(1,997)(1,997)1,6341,634
Total increase / decrease
(1,167 )(1,167 )1,1671,1671,4768,305(1,207)(6,794)
7. OTHER (CONTINUED)
If these movements were to occur, the post-tax impact on profit or loss and equity for each category of financial investment:
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2026
7.6 EVENTS SUBSEQUENT TO BALANCE DATE
7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure that the Group
continues to safeguard its ability to continue as a going concern. Group capital consists of share capital, reserves and retained
earnings. In order to meet these objectives, the Group may adjust the amount of dividend payment made to shareholders. The
Group has no specific banking or other arrangements which require that the Group maintain specific equity levels.
Subsequent to year end, the Board has resolved to pay a final dividend of 40 cents per share totalling $23,859,624 (partially
imputed at 91.6%) (2025: 30.5 cents totalling $18,192,964 partially imputed at 56.5%). The dividend will be paid on 9 December
2026 to all shareholders on the Company’s register as at 5:00pm, 2 December 2026.
Certain amendments to accounting standards that are mandatory for the 1 August 2026 reporting period have been adopted by
the Group and have no material impact. There were also certain new accounting standards, amendments to accounting standards
and interpretations that have been published which are not mandatory for the 1 August 2026 reporting period and have not
been early adopted by the Group. These standards, amendments or interpretations are yet to be assessed for the disclosure and
measurement impacts for the future reporting periods.
7. OTHER (CONTINUED)
7.5.5 CAPITAL RISK MANAGEMENT
51
GENERAL DISCLOSURES
BOARD OF DIRECTORS
Directors of the Company in office as at 1 August 2026 or who ceased to hold office during the year ended 1 August 2026.
DirectorQualifications / ExperienceSpecial Responsibilities
Warren BellM Com FCA. Appointed December 1986.
Mr Bell holds appointments on a number of boards
of both public and private companies and is a
professional director.
Chairman of the Board
Non-executive
Non-independent Director
Timothy GlassonAppointment November 1985 on merger with
Hallensteins. Tim is the founder of Glassons
womenswear retail chain and has a wealth of
experience in retail previously holding the CEO role
within the business for a number of years.
Non-executive
Non-independent Director
Graeme PopplewellB Com FCA. Appointed March 1985. Graeme has a
wealth of experience in finance and retail previously
holding CFO and CEO roles within the business for a
number of years.
Non-executive
Non-independent Director
Malcolm FordAppointed June 2010. Background includes 20 years
with experience in direct sourcing particularly in Asia.
Mr Ford also has experience in brand management
across wholesale and retail markets.
Non-executive
Independent Director
Karen BycroftBSC, Postgrad Marketing. Appointed November 2014.
Background includes more than 35 years in Retail in
the UK and Australia with Marks and Spencer, Sears,
Woolworths, Spotlight and Country Road. Experience
in Strategy, Marketing, and Leadership. Also a
Leadership Facilitator and Executive Coach.
Non-executive
Independent Director
Sandra VincentAppointed October 2020. Background includes
40 years of experience in the wholesale
and retail fashion industry. Sandra is also a
beneficial Owner and Managing Director of
Harper’s Fashions Ltd trading as Hartleys which
has 15 retail stores across New Zealand.
Non-executive
Independent Director
James GlassonAppointed April 2021. James joined Glassons
Australia in 2013, after completing a Master of Arts;
Fashion Retail at the London College of Fashion
(University of Arts), Master of Science; Real Estate
at the University of Reading, Bachelor of Arts; Art
History at the University of Canterbury. Taking on
various roles within the business over the last 13
years, including Brand Manager, General Manager,
Acting National Retail Manager, James was appointed
as CEO of Glassons Australia in October 2017.
CEO — Glassons Australia
Non-independent executive
Director
Joanne AppleyardAppointed November 2022. Jo is a partner at
Anderson Lloyd and is a well-regarded senior
practitioner with over 30 years’ experience. Jo
specialises in employment, commercial and resource
management law. Jo was a member of the NZ Markets
Disciplinary Tribunal between 2011 and 2020.
Non-executive
Independent Director
Peter SteensonM Com; B Com FCA. Appointed August 2025. Peter
has over 30 years’ experience in accounting, finance
and tax matters particularly relating to property,
construction and financing. In his role at EY Peter
provided a full range of reporting, financial, tax
and strategic advice to domestic and international
businesses.
Non-executive
Independent Director
52
GENERAL DISCLOSURES
PRINCIPAL ACTIVITIES OF THE GROUP
Hallenstein Glasson Holdings Limited is a non-trading holding company. The Company’s principal trading subsidiaries are
Glassons Australia Pty Ltd and Glassons Limited (involved in the retail of women’s apparel) and Hallensteins Australia Pty Ltd and
Hallenstein Bros Limited (retail of men’s apparel). The subsidiaries are 100% owned by Hallenstein Glasson Holdings Limited.
REVIEW OF OPERATIONS
(a) Consolidated results for the Year Ended 1 August 2026
DIRECTORS
(a) Remuneration and all other benefits
The table below sets out the total of the remuneration and the value of other benefits received by each Director during the
financial year ended 1 August 2026.
(b) Dividend
Subsequent to the balance date the Directors have declared a final dividend of 40.0 cents per share payable 9 December
2026 (partially imputed at 91.6%).
(c) Donations
During the financial year ended 1 August 2026, the Group made no donations (2025: Nil).
*Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and contributions to
superannuation as remuneration for his role as CEO of Glassons Australia.
**Other Payments/Benefits for Graeme Popplewell comprise consultancy fees for his part-time role as a consultant to Hallensteins
New Zealand and Australia.
Directors do not receive any additional remuneration for acting as a director of any subsidiary of the Company.
$’00020262025
Operating revenue563,022470,740
Profit before income tax83,91958,378
Income tax(24,756)(18,917)
Profit for the year59,16339,4 61
Remuneration of
Directors
20262025
$’000
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
Ms J Appleyard89-8986-86
Mr W J Bell150-150145-145
Ms K Bycroft1081912710214116
Mr M Ford 110-110112-112
Mr J Glasson
*
-1,1791,179-934934
Mr T C Glasson89-8986-86
Mr G Popplewell
**
104150254101-101
Ms S Vincent89-8986-86
Mr P Steenson97-97---
8361,3482,1847189471,666
53
GENERAL DISCLOSURES
DIRECTORS
(b) Shareholdings
As at 1 August 2026 the Directors of the Company had the following relevant interests in the Company’s shares.
(c) Interests in share dealing
In accordance with the Companies Act 1993, between 2 August 2025 and 1 August 2026 the Board received the following
disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the Company and details
of such dealings were entered in the Company’s interests register.
Beneficially Held20262025
M Ford 10,00010,000
J Glasson873,291812,991
T C Glasson10,578,62810,709,278
G J Popplewell203,604203,604
S Vincent50,00029,600
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
Mr W Bell*
On Market Sale4 - 5 November 2025 (30,000)(301,164)
Mr T Glasson**
Off Market Sale26 June 2026(130,650)(1,299,968)
Mr J Glasson**
Off Market Purchase26 June 202660,300599,985
Mrs S Vincent
Off Market Purchase3 November 202520,400201,472
* The share disposals related to Warren Bell's relevant interest in shares as an independent director of Hickman Family Trustees
Limited (as trustee of the Hickman Family Trust).
** The share disposals related to Tim Glasson’s sale of shares to various family members (or their trusts), including to James
Glasson’s trust.
54
GENERAL DISCLOSURES
Warren Bell
DirectorNew North Holdings Limited
DirectorWaiwetu Trustees Limited
DirectorSabina Ltd
DirectorGlasson Trustee Limited
Director152 Hereford Limited
DirectorCHC Properties Ltd
DirectorWarren Bell Ltd
DirectorPoraka Ltd
DirectorHickman Family Trustees Limited
TrusteeEmerald Trust
Sandra Vincent
DirectorHarpers Fashions Ltd
TrusteeThe Harpers No.2 Family Trust
Joanne Appleyard
PartnerAnderson Lloyd
TrusteeCommunity Law Canterbury
James Glasson
DirectorGlasson Trustee Limited
DirectorJCG Trustee Limited
Timothy Glasson
DirectorSabina Ltd
DirectorGlasson Trustee Limited
DirectorCHC Properties Limited
DirectorJCG Trustee Limited
Director152 Hereford Limited
DirectorSIG Trustee Limited
DirectorNew North Holdings Limited
Director847 New North Road Limited
TrusteeHallenstein Glasson Staff
Benefit Trust
Malcolm Ford
TrusteeHallenstein Glasson
Staff Benefit Trust
Karen Bycroft
None
Graeme Popplewell
TrusteeHallenstein Glasson Staff
Benefit Trust
Peter Steenson
None
(d) Disclosures of Interests by Directors
In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which
Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding office at
1 August 2026.
(e) Subsidiary Companies
The persons who held office as Directors of subsidiary companies at 1 August 2026 are as follows:
Hallenstein Bros Limited
Warren Bell, Malcolm Ford, Timothy Glasson and Graeme Popplewell
Hallensteins Australia Pty Limited
Warren Bell, James Glasson, Timothy Glasson and Graeme Popplewell
Glassons Limited
Warren Bell, Timothy Glasson and Graeme Popplewell
Glassons Australia Pty Limited
Warren Bell, James Glasson, Timothy Glasson and Graeme Popplewell
Hallenstein Properties Limited
Warren Bell, Timothy Glasson and Graeme Popplewell
(f) Directors’ Insurance and Indemnity
As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993 the Company has:
• arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no monetary loss as a result of actions
undertaken by them as Directors provided they act within the law; and
• indemnified its directors, and those directors who are directors of subsidiaries, against potential liabilities and costs they may
incur for acts or omissions in their capacity as directors.
(g) Directors’ and Officers’ Use of Company Information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use of Company
information.
STATE OF AFFAIRS
The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under review are
included in the Chairman’s Report and the audited Consolidated Statement of Comprehensive Income.
55
GENERAL DISCLOSURES
EMPLOYEE REMUNERATION
The number of employees with the Group (other than Directors) receiving remuneration and benefits above $100,000 in
relation to the year ended 1 August 2026 was:
Employee Remuneration20262025
100,000-109,9991316
110,000-119,9991411
120,000-129,9991112
130,000-139,9991312
140,000-149,999126
150,000-159,99933
160,000-169,99948
170,000-179,99982
180,000-189,99933
190,000-199,99921
200,000-209,99932
210,000-219,99913
220,000-229,99923
230,000-239,9991-
260,000-269,99911
270,000-279,99922
280,000-289,99931
310,000-319,9992-
350,000-359,9991-
360,000-369,999-1
370,000-379,9991-
380,000-389,99933
400,000-409,99911
410,000-419,999-1
430,000-439,99911
440,000-449,999-1
470,000-479,999-1
480,000-489,9991-
530,000-539,99922
580,000-589,9991-
590,000-599,999-1
630,000-639,999-1
690,000-699,9991-
720,000-729,9991-
840,000-849,9991-
940,000-949,999-1
56
GENERAL DISCLOSURES
CHIEF EXECUTIVE REMUNERATION
Chris Kinraid resigned from his role as Chief Executive Officer with effect from 5 September 2025. The total remuneration paid to
Chris during the financial year was as follows:
SALARY
SHORT-TERM
INCENTIVE
LONG-TERM
INCENTIVE
OTHER
BENEFITS
TOTAL
REMUNERATION
Group Chief Executive Officer - Chris Kinraid74,359 145,000-630,3508 49,709
SALARY
SHORT-TERM
INCENTIVE
LONG-TERM
INCENTIVE
OTHER
BENEFITS
TOTAL
REMUNERATION
Subsidiary CEOs1 , 7 07, 3 2 2563,922-169,9272,441,171
Other benefits include contributions to KiwiSaver, health insurance, a car park and payments made on Chris’ resignation taking
effect. The STI payment was approved by the Board and linked to the Group’s financial performance against set targets for the
period from 2 February 2025 to 1 August 2025.
Since 6 September 2025 the Company has had no CEO for the purpose of Code recommendation 5.3.
The Board has delegated the authority to manage the business and affairs of the Group, in respect of the areas of the Group
outlined below, to the persons holding the following roles:
• Glassons Australia – CEO Glassons Australia;
• Glassons New Zealand – CEO Glassons New Zealand;
• Hallensteins New Zealand/Australia – CEO Hallensteins New Zealand and Australia;
Total remuneration paid to the three individuals holding these roles during the financial year was as follows:
Other benefits include contributions to KiwiSaver, health insurance, vehicle entitlement and a car park. The STI payment was
approved by the Board and linked to the Group’s financial performance against set targets for the period from 2 February 2025
to 1 February 2026.
REMUNERATION TO AUDITORS
The fee for the audit of the Company and its subsidiaries, paid to PricewaterhouseCoopers, was $345,000.
57
CORPORATE GOVERNANCE STATEMENT
57
The Board of Directors (the Board) of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining best-practice
standards of corporate governance. This corporate governance statement provides an overview of HGHL’s key corporate
governance arrangements and the policies and practices that HGHL and its subsidiaries (the Group) have developed and
implemented, in line with the NZX Corporate Governance Code dated 31 March 2026 (the Code) and the NZX Listing Rules.
This corporate governance statement outlines each principle contained in the Code and how HGHL is applying the corresponding
Code recommendations. Where HGHL is not currently following a particular Code recommendation, the reason for HGHL not
following the Code recommendation and a description of the alternative governance practice adopted by HGHL (and approved by
the Board) is provided (refer to the table on page 64 of this report).
This corporate governance statement is current as at 29 September 2026 (except where specified otherwise) and has been
approved by the Board.
The key HGHL corporate governance policy documents (including the Board charter and other relevant charters and policies) are
available at www.hallensteinglasson.co.nz/investment-centre.
PRINCIPLE 1 – ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”
Code of Ethics
HGHL is committed to ensuring the highest standards of conduct and ethical behaviour are followed in respect of all business
activities of the Group. The Board has adopted a code of ethics (the Code of Ethics) to promote and support a culture of
integrity, transparency, honest and ethical behaviour, corporate compliance and good corporate governance.
The Code of Ethics sets out the minimum standards of conduct expected of the directors, senior management and employees
of the Group in carrying out their day-to-day duties. The Code of Ethics provides a guide to the conduct that is consistent with
HGHL’s values, business goals and legal obligations.
The Code of Ethics also sets out the internal reporting procedures for any wrongdoing or breaches of the Code of Ethics (or any
other HGHL policy) or legal obligations, and HGHL’s expectations around how such wrongdoing and breaches will be investigated
and/or escalated to the Board (if necessary). HGHL is committed to standing behind any Group employee who, acting in good
faith, reports a breach, serious problem or wrongdoing.
All new directors, senior managers and employees of the Group are directed to the Code of Ethics as part of their induction. The
Code of Ethics is also available on HGHL’s website. The Board reviews the Code of Ethics periodically.
Financial Product Trading policy
The Board has adopted a Financial Product Trading Policy which details HGHL’s policy in relation to directors and employees of
the Group trading HGHL shares, including certain prohibitions and restrictions on, and procedures for, directors and employees of
the Group.
The Financial Product Trading Policy sets out applicable insider trading laws and guidance around material information and the
trading of HGHL shares. This policy also details the procedure which must be followed by directors, senior managers and certain
other Group employees (or their related parties) who wish to trade in HGHL’s shares. All directors and senior managers (and other
applicable Group employees) must notify HGHL and obtain consent prior to trading in HGHL shares, and are only permitted to
trade in HGHL’s shares within the periods of two trading windows under the policy.
These trading windows are:
• between the date on which HGHL’s half year results are released (during March) and 1 July; and
• between the date on which HGHL’s full year results are released (during September) and 1 January.
Trading by an individual holding non-public material information about HGHL is prohibited. All directors and senior managers (and
other applicable Group employees) are required to confirm to HGHL that they do not hold material information prior to trading in
HGHL shares during a trading window.
Directors and senior managers must advise the NZX if they trade in HGHL’s shares within the timeframes required by law.
The Financial Product Trading Policy is available on HGHL’s website.
CORPORATE GOVERNANCE STATEMENT
58
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
The Board
The Board is elected by shareholders to govern and oversee the management of HGHL and is responsible for all corporate
governance matters and reporting to shareholders. The Board has adopted a board charter (the Board Charter) which sets
out the roles and responsibilities of the Board and outlines how these roles and responsibilities interact with the roles and
responsibilities of the Group’s management. The Board Charter is available on HGHL’s website.
The Board establishes HGHL’s objectives, determines the strategies for achieving those objectives, and monitors management’s
performance in respect of implementing those strategies. It also establishes delegated authority limits for capital expenditure,
treasury, and remuneration.
Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with its own management
team. The Board delegates the responsibility for the day-to-day management of HGHL and each subsidiary to the executive
team in the manner described in the Board Charter. The Board is responsible for the appointment of, and assessment of the
performance of, the executive team.
The Board meets no less than 10 times each year. Directors receive monthly reporting including profit and loss and balance sheets
for each operating subsidiary, together with operations reports from the senior executive from each operating subsidiary.
Board composition and independence
The Board comprises eight non-executive directors and one executive director (being James Glasson, the Chief Executive Officer
of Glassons Australia). The Chairperson is a non-executive director and is not the CEO of HGHL for the purposes of Code
Recommendation 2.10.
The Board has determined the independence of its directors as follows.
INDEPENDENT DIRECTORS:
• Karen Bycroft
• Sandra Vincent
• Joanne Appleyard
• Peter Steenson
• Malcolm Ford
NON INDEPENDENT DIRECTORS:
• Warren Bell (Chairman)
• Timothy Glasson
• Graeme Popplewell
• James Glasson
In determining director independence, the Board considers the definition of disqualifying relationship set out in the NZX Listing
Rules and has regard to the factors that may affect the independence of a director set out in the Code.
• Timothy Glasson is not an independent director because of his substantial shareholding in HGHL (refer to the shareholder
information section on page 66 of this report).
• Warren Bell is not an independent director because of his close business connections with Timothy Glasson.
• Graeme Popplewell is not an independent director because of his part-time consultancy role with Hallensteins New Zealand
and Australia.
• James Glasson is not an independent director because he is also an executive of the Group.
The Board considers that several factors set out in table 2.4 of the Code apply to various independent directors as follows.
Malcolm Ford has been a director of HGHL for longer than 12 years and Karen Bycroft will have been a director of HGHL for
longer than 12 years from 17 November 2026. The Board has determined that Malcolm’s and Karen’s tenure does not affect their
ability to exercise independent judgement or to act in the best interests of HGHL and its shareholders. Malcolm and Karen
continue to approach board matters with professionalism, challenge and hold management to account and bring the same high
level of diligence and enquiry as directors who have a shorter tenure.
The Board also recognises that several of its independent directors may derive a substantial portion of their annual revenue from
HGHL. The Board does not consider this factor materially affects any such director’s capacity to bring an independent view to
decisions, including having regard to each director’s broader financial position and circumstances and the professional nature of
the role of a director. The Board is currently comprised of a majority of independent directors (Code Recommendation 2.8) and is
of the view it has an optimal mix of skills and experience to govern the Group effectively. The Board is satisfied that it operates in
an effective and independent manner notwithstanding a number of its directors are technically considered to be non-independent
directors for the purpose of the NZX Listing Rules.
Under the NZX Listing Rules, a director must not hold office past the later of three years and the third annual meeting after their
appointment without being re-elected by shareholders.
The Board may at any time appoint a person to be a director either as an additional director or to fill a casual vacancy. Any
person who is appointed a director by the Board will retire from office at the next annual meeting of HGHL but will be eligible for
election by shareholders at that next meeting.
A list of the directors and their profiles, experience and qualifications is on page 51 of this report. A list of their relevant ownership
interests is on page 54 of this report.
59
CORPORATE GOVERNANCE STATEMENT
Nomination and appointment of directors
The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment as
a director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating to Board
composition, considerations for new director appointments and the procedure by which potential directors are nominated and
assessed. All new directors enter into a written agreement with HGHL setting out the terms of their appointment.
Diversity
HGHL believes that all eligible people should get an equal opportunity and be treated fairly regardless of their background, views,
experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking style or preferences. The
Board has adopted a Diversity and Inclusion Policy that ensures HGHL is continually developing a work environment that supports
equality and inclusion regardless of difference. The Diversity and Inclusion Policy applies to all HGHL’s practices and policies relating
to, but not limited to, recruitment, pay and benefits, training and development, promotions, restructures and terminations.
The Diversity and Inclusion Policy includes a requirement that the Board establish and separately record measurable objectives and
assess performance against the objectives on an annual basis. The Board is responsible for implementing, reviewing, reporting and
overseeing the Diversity and Inclusion Policy.
Details of gender composition of HGHL’s directors, officers* and senior leaders** as at 1 August 2026 (being HGHL’s most recent
balance date) are as follows:
Gender diversity as at 1 August20262025
Directors
Female
33
Male
65
Officers*
Female
11
Male
55
Senior Leaders**
Female
88
Male
44
* Officers means those persons who are concerned or take part in the management of HGHL’s business and who report directly to
the Board or to a person who reports to the Board.
** Senior Leaders means those persons who are members of the senior leadership team of an HGHL subsidiary and who assist
the chief executive officer of that HGHL subsidiary in the management of the relevant subsidiary’s business.
Education, training and performance
The Board ensures that new directors are appropriately inducted to their role. Directors are also expected to undertake
continuous education and training as appropriate to ensure that their skills and knowledge remain relevant and current, and that
allow them to perform their role as directors of a listed issuer.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with directors
individually to discuss their individual performance during the year.
60
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while still retaining Board responsibility.”
Overview of Board Committees
At the date of this report, the Board has established the Remuneration Committee, the Audit & Risk Committee, the Nominations
Committee and the Sustainability Committee (each a Committee). The Board has considered whether any other standing
Board committees are appropriate and has determined that no other Board committees are necessary at this time. Each Board
committee operates under a charter which is available on HGHL’s website. Board Committee members are appointed solely
from members of the Board (except for the Sustainability Committee which also includes senior employees of the Group) and
committee membership is reviewed on an annual basis. Any recommendations made by the committees are submitted to the full
Board for formal consideration and approval (if appropriate).
HGHL has also established a Health and Safety Committee to ensure appropriate governance, performance and compliance is
carried out in this key area. The Committee’s membership includes HGHL directors and employees of the Group. The Health and
Safety Committee is not a Board committee.
Director attendance at Board and Committee meetings for the year ended 1 August 2026
BoardRemunerationAudit & RiskNominationsSustainability
Number of meetings held
112223
AttendedAttendedAttendedAttendedAttended
Warren Bell
11222-
Timothy Glasson
11----
Graeme Popplewell
10222-
Malcolm Ford
10-1--
Karen Bycroft
112123
Sandra Vincent
82-2-
James Glasson
11---3
Joanne Appleyard
112123
Peter Steenson
10-2--
Remuneration Committee
The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Graeme Popplewell. The
other members of the Remuneration Committee are Warren Bell, Sandra Vincent, Karen Bycroft and Joanne Appleyard. The
Remuneration Committee comprises a majority of independent directors.
The Remuneration Committee’s primary function is to make specific recommendations to the Board on remuneration packages
and other terms of employment for directors and senior managers. HGHL’s senior management may only attend Remuneration
Committee meetings at the Committee’s invitation. The Remuneration Committee utilises independent advice from industry
experts where necessary to ensure remuneration practices are appropriate for HGHL, and to ensure the best possible people are
recruited and retained.
The Remuneration Committee Charter is available on HGHL’s website.
Audit & Risk Committee
The Audit & Risk Committee is comprised of non-executive members of the Board and is chaired by Peter Steenson. The other
members of the Audit & Risk Committee are Warren Bell, Graeme Popplewell, Joanne Appleyard and Malcolm Ford. Warren,
Graeme and Peter are each Fellows of Chartered Accountants Australia New Zealand (CAANZ) with an extensive accounting and
financial background. The Audit & Risk Committee comprises a majority of independent directors. HGHL therefore complies with
Code Recommendation 3.1.
The Board believes the Audit & Risk Committee’s current membership has an optimal mix of skills and experience to ensure
the Committee achieves its objectives. The Audit & Risk Committee meets directly with HGHL’s external auditors and receives
and reviews all correspondence between HGHL and its auditors. The main responsibility of the Committee is to ensure internal
controls are effective, financial reporting is reliable, and applicable laws and regulations are complied with. HGHL’s senior
management may only attend Audit & Risk Committee meetings at the Committee’s invitation.
The Audit & Risk Committee Charter is available on HGHL’s website.
61
CORPORATE GOVERNANCE STATEMENT
Nominations Committee
The Nominations Committee is comprised of non-executive members of the Board and is chaired by Graeme Popplewell. The
other members of the Nominations Committee are Warren Bell, Sandra Vincent, Karen Bycroft and Joanne Appleyard. The
Nominations Committee comprises a majority of independent directors. Where appropriate, the Nominations Committee will
make recommendations to the Board on the appointment of directors.
The Nominations Committee Charter is available on HGHL’s website.
Sustainability Committee
The Sustainability Committee is comprised of HGHL directors and senior employees of the Group, including directors Karen
Bycroft, Joanne Appleyard and James Glasson (also Chief Executive Officer of Glassons Australia) and senior employees
Cameron Alderton (Group Chief Financial Officer) and April Ward (Chief Executive Officer of Glassons New Zealand).
The Sustainability Committee is chaired by Karen Bycroft. The Sustainability Committee guides HGHL’s sustainability strategy,
monitors how HGHL is tracking against its sustainability goals and makes recommendations to the Board. The Committee meets
three times each year to review performance and provide strategic input and governance to the Board where appropriate. The
establishment of the Sustainability Committee reflects the importance HGHL (and the Board) places on sustainability initiatives
and helps to ensure that sustainability-related matters are given due regard at the Board level.
The Sustainability Committee Charter is available on HGHL’s website.
Health and Safety Committee
HGHL has established a Health and Safety Committee. The Health and Safety Committee is not a committee of the Board,
although its members include directors alongside employees of the Group. The Health and Safety Committee is chaired by
Malcolm Ford.
The Health and Safety Committee oversees:
• The Group’s existing health and safety systems and processes.
• Approval of health & safety policies and procedures for the Group.
• Monitoring of any incidents, hazards and risks within the Group’s business.
• Communication to the Board on health and safety matters and ensures the Board is informed on matters relating to health
and safety governance, performance and compliance.
• Regular assessments on health and safety systems.
The Health and Safety Committee met three times during the year ended 1 August 2026.
Takeover response
The Board has implemented protocols that set out the procedures to be followed if a ‘control transaction’ for HGHL arises,
including a takeover offer being received by HGHL.
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.”
Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles applied in New
Zealand, and in compliance with relevant legislation and NZX requirements.
The Board has adopted a Market Disclosure Policy which outlines the obligations of HGHL and relevant HGHL personnel in
satisfying HGHL’s continuous disclosure requirements. A copy of the Market Disclosure Policy is available on HGHL’s website.
HGHL is responsible for ensuring it meets its continuous disclosure obligations under the NZX Listing Rules and acknowledges that
the intent of these rules is to enable shareholders and the investment market generally to be promptly informed of any events that
may be price sensitive in regard to HGHL’s share price.
Sustainability
The Group prepares a sustainability report on an annual basis (refer to the Group’s sustainability report on page 10 of this report).
The Sustainability Committee appointed by the Board has to date developed the following key areas of focus for the Group in
relation to environmental, social and governance factors:
• environmentally sustainable certified fabrics and product stewardship;
• supplier partnerships and ethical factories;
• the Group’s carbon footprint, climate change preparations and environmental impact;
• diverse workforce and safe working environment for all; and
• team career development.
62
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board
should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk management framework
The Board is responsible for reviewing and approving HGHL’s risk management strategy. The Board has adopted a robust risk
management framework that identifies and seeks to proactively manage risks throughout the Group, including climate-related
risks.
HGHL’s risk management framework is structured to identify, assess and manage the Group’s key risks identified and prioritised
by HGHL’s risk matrix and set out in HGHL’s risk register. The risk matrix assesses both the likelihood and consequence of each
key risk concerning the Group. HGHL’s key risks include supply chain, brand and reputational, cyber and financial risks. The Board
regularly reviews risks concerning the Group in line with the risk management framework.
As part of the risk management framework, the Board has also adopted a risk appetite statement which sets out HGHL’s risk
tolerance and allows HGHL to manage reported risks effectively. Any risks that are classed outside HGHL’s current risk appetite
(as set out in the risk appetite statement) are escalated and prioritised for action. The Board regularly monitors the risk appetite
statement and has categorised the different risks concerning the Group into the following four categories:
• strategic risk;
• financial risk;
• operational risk (people, technology, property and process); and
• operational risk (environment).
Formal reviews of any key risks to HGHL are integrated into the Audit & Risk Committee meetings. The applicable risk reporting
that supports the identified risks are referred to at each Audit and Risk Committee meeting where necessary.
Responsibility for risk management
While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit & Risk Committee reviews
the reports of management and the external auditors on the effectiveness of systems for internal control, financial reporting
and risk management. Significant risks are discussed at Board meetings as required. To assist in discharging this responsibility,
the Board has in place a number of strategies designed to safeguard HGHL’s assets and interests and to ensure the integrity of
reporting.
Climate-related disclosures
The Government has previously announced changes which would remove listed issuers with market capitalisation below $1 billion
from the climate reporting regime through the Financial Markets Conduct Amendment Bill. As at the date of this corporate
governance statement, the Financial Markets Conduct Amendment Bill has not yet been passed into law. Given this uncertainty,
the Financial Markets Authority (FMA) has extended its existing ‘no action’ relief from relevant requirements under Part 7A of the
Financial Markets Conduct Act 2013 for reporting periods up to and including 31 January 2028. This ‘no action’ approach means
that the FMA will not take action against a person for breach of a statutory or regulatory obligation.
While HGHL is currently a Climate Reporting Entity for the purposes of Part 7A of the Financial Markets Conduct Act 2013,
HGHL would not be a Climate Reporting Entity under the changes proposed by the Financial Markets Conduct Amendment Bill.
As a result, HGHL will not lodge climate statements or publicly report on the Group’s climate-related risks and opportunities in
accordance with the Aotearoa New Zealand Climate Standards for the period ended 1 August 2026, in reliance on the FMA’s ‘no
action’ relief.
PRINCIPLE 5 – REMUNERATION
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Details of the remuneration of directors, the former Group CEO and the subsidiary CEOs during the year ended 1 August 2026
are shown on page 52 and 56 of this report.
Shareholders are asked to approve any increases to the pool of directors’ fees from time to time as required by the NZX Listing
Rules. Fees are generally established using independent surveys covering organisations of a similar scope and size to HGHL
operating in the same jurisdictions.
Key executive remuneration comprises a base salary together with short term and long term incentives. Key executives are
eligible for short term incentives each season based on internal profit before tax targets. HGHL entered into long term incentive
arrangements with key executives in the 2026 financial year. The Remuneration Committee seeks independent advice where
appropriate when setting key executive remuneration.
HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of all non-executive
directors and senior management with the aim to ensure that remuneration is fair and appropriate. A copy of the Remuneration
Policy is available on HGHL’s website.
63
CORPORATE GOVERNANCE STATEMENT
Insurance
HGHL maintains insurance cover with reputable insurers for most types of insurance risk. All Group directors and senior
managers have the benefit of an indemnity as permitted by the Companies Act 1993 and HGHL’s constitution. HGHL has also
implemented Director and Officer (D&O) insurance cover at HGHL’s cost. Details of these indemnities and insurance are disclosed
in HGHL’s interests register as required.
Health & Safety
HGHL has health and safety systems and processes in place that include training employees and recording any incidents,
hazards and risks. These systems help ensure HGHL continues to provide a safe working environment for staff, contractors and
customers. HGHL has also established a Health and Safety Committee as part of its commitment to protecting the health,
safety and wellbeing of Group employees – see details of the Committee and its role above.
The Health and Safety Committee, along with senior management, is responsible for ensuring that health and safety has
appropriate focus and is sufficiently resourced within the Group. Senior management work in conjunction with the Health and
Safety Committee to investigate incidents, analyse hazard/incident trends to identify and mitigate potential health and safety
risks and review, develop and monitor compliance with health and safety processes and procedures. Health and safety is a
consistent item on the Board’s meeting agendas to keep all directors informed of the Group’s performance across a range of
measures.
The Board and the Health and Safety Committee receive detailed reporting on health and safety performance including health
and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and safety forum meetings.
There has been minimal lost time due to incidents or injuries over the last financial year. HGHL continues to work to mitigate risk
both in store and in its distribution centres.
All staff are trained on health and safety procedures as part of their induction, including training on working from height, manual
lifting and personal safety. Registers are kept of potential hazards at each store and regular reviews/audits of compliance with
health and safety processes and procedures are carried out. The Group also provides an Employee Assistance Programme to
support with employee wellbeing.
HGHL places particular focus on safety in its distribution centres and regular risk assessments are carried out. Risks identified
by HGHL in its distribution centres include material handling equipment (forklifts), heavy/light vehicles, working at height,
falling objects, manual handling strains/injuries and fatigue; slips, trips and falls. HGHL ensures that all forklift and heavy
machinery operators are licensed accordingly and have completed appropriate certified training. Daily equipment inspections are
performed, site inductions are carried out with all visitors, staff and contractors, and controls are implemented where risks are
identified as part of hazard risk assessments.
HGHL has implemented a digital reporting system that records injuries, hazards, aggressive behaviour incidents and overt theft.
This digital reporting system continues to inform HGHL’s understanding of the nature and number of incidents that impact its
teams and allows HGHL to respond with solutions tailored to suit individual circumstances. This digital reporting system also
directs HGHL toward any improvement needed in equipment available for use in its stores and distribution centres.
HGHL encourages its staff to report all injuries including minor scrapes, tweaks, and scratches so that HGHL can ensure it is
providing a safe working environment and as a check that the training HGHL provides stays relevant to the work environment.
HGHL’s statistics include customers who may have suffered a medical event or similar incident while visiting its premises.
HGHL engages Raise, an employee assistance programme (EAP) provider, to offer counselling to support all team members
across the Group. Access to the counselling support offered by Raise is not limited to only helping address work related
challenges that an employee may be experiencing.
During the 2026 financial year the Group recorded 181 injuries, 24 near misses and 160 sessions initiated by Group employees
with Raise. There were no instances of fatalities from work related ill health or injury.
64
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 7 – AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
The Audit & Risk Committee is responsible for overseeing HGHL’s external audit arrangements. Ensuring that external audit
independence is maintained is one of the key aspects in discharging this responsibility. The Audit & Risk Committee has adopted
an Audit Independence Policy to assist the Committee in meeting this responsibility. The Audit Independence Policy covers the
following areas:
• Provision of related assurance services by the external auditors.
• Audit partner rotation.
• Relationships between the auditor and HGHL.
• Approval of auditor.
The Audit & Risk Committee will only recommend the appointment of a firm to be auditor if that firm would be regarded by a
reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising objective and impartial
judgement on all issues encompassed within the auditor’s engagement. The Audit & Risk Committee must recommend the
approval of any significant permissible non-audit work assignments that are awarded to an external auditor. A copy of the Audit
Independence Policy is available on HGHL’s website.
HGHL’s external auditors are required to be available at each annual shareholders’ meeting.
Internal Audit
HGHL does not have an internal audit function. The Board is confident the key risks of the business are being adequately
managed without an internal audit function and that the internal control framework is operating effectively, including through
the risk identification and management processes outlined above.
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.”
HGHL releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key announcements
to HGHL’s website at www.hallensteinglasson.co.nz. Other key information, including annual reports, HGHL’s constitution and
key corporate governance documents are also posted on HGHL’s website for ease of reference. Consistent with best practice
and HGHL’s continuous disclosure obligations under the NZX Listing Rules, external communications that may contain market
sensitive data are released through NZX in the first instance. The Board approves all communications with shareholders.
HGHL shareholders are provided with the option of receiving communications from HGHL electronically. HGHL’s website also
includes a section on investor communications and HGHL welcomes investor enquiries.
HGHL ensures notices of annual (and any special) meetings of shareholders are posted on HGHL’s website at least 20 working
days prior to the meeting, in line with Code Recommendation 8.5.
HGHL refers any significant matters, as required by the Companies Act 1993 and the NZX Listing Rules, to shareholders for
approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by poll if attending
the meeting in person.
AREAS OF DIVERGENCE FROM THE NZX CORPORATE GOVERNANCE CODE DATED 31 MARCH 2026
NZX Code
Principle
NZX Code
Recommendations
Key DifferenceStatus
To ensure an
effective board
there should be
a balance of
independence,
skills, knowledge,
experience and
perspectives.
2.9 An issuer
should have an
independent chair
of the board.
During the
reporting period,
the chair of the
Board was not
an independent
director.
The Board has determined that the chair of the Board,
Warren Bell, is not independent because of his close business
connections with HGHL’s largest shareholder, Timothy Glasson.
HGHL does not follow Code Recommendation 2.9 because:
(a) the benefit of Mr Bell’s skills and experience as Board chair
outweigh any actual or perceived conflict of interest arising
from his relationship with the major shareholder; and
(b) the Board as a whole comprises a majority of independent
directors.
In lieu of not following Code Recommendation 2.9, the Board
ensures that Mr Bell also recuses himself from deliberations and
decision-making around matters where an actual or perceived
conflict of interest might arise over something that relates
to Timothy Glasson’s interests. The Board has approved this
alternative governance practice.
SHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 29 SEPTEMBER 2026
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 499580 12.3120,496 0.2
500 to 999456 9.6 313,359 0.5
1,000 to 1,999896 19.0 1,182,056 2.0
2,000 to 4,9991,242 26.3 3,721,318 6.2
5,000 to 9,999751 15.9 4,947,994 8.3
10,000 to 49,999694 14.7 12,493,719 21.0
50,000 to 99,999 66 1.44,368,932 7. 3
100,000 to 499,999 27 0.6 4,711,216 7.9
500,000 to 999,999 6 0.1 4,011,1326.7
1,000,000 Over 8 0.123,778,83939.9
Total4,726100 59,6 49,061 100
65
TOP 20 SHAREHOLDING AS AT 29 SEPTEMBER 2026
SHAREHOLDER INFORMATION
RANKNAMEUNITS% OF UNITS
1TIMOTHY CHARLES GLASSON10,578,62817. 7 3
2ACCIDENT COMPENSATION CORPORATION2,296,5963.85
3CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 2,256,0853.78
4BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,964,7393.29
5NEW ZEALAND DEPOSITORY NOMINEE LIMITED1,945,3893.26
6CUSTODIAL SERVICES LIMITED 1,681,1052.82
7HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD1,599,6 4 42.68
8FORSYTH BARR CUSTODIANS LIMITED 1,456,6532.44
9FNZ CUSTODIANS LIMITED896,7031.51
10HSBC NOMINEES (NEW ZEALAND) LIMITED A/C STATE STREET -NZCSD 795,6661.33
11JCG TRUSTEE LIMITED 732,0581.23
12PT (BOOSTER INVESTMENTS) NOMINEES LIMITED580,4670.97
13NZX WT NOMINEES LIMITED506,2380.85
14JOANNA BECKETT500,0000.84
15HSBC NOMINEES A/C NZ SUPERANNUATION FUND NOMINEES LIMITED - NZCSD 468,9200.79
16
APEX CUSTODIAN NOMINEES (NZ) LIMITED CPTA FOR HARBOUR ASSET
MANAGEMENT
438,7320.74
17JBWERE (NZ) NOMINEES LIMITED 401,4010.67
18GMH 38 INVESTMENTS LIMITED230,0000.39
19SIG TRUSTEE LIMITED 223,2100.37
20APEX CUSTODIAN NOMINEES (NZ) LIMITED - NZCSD208,0950.35
Totals: Top 20 holders of ORDINARY SHARES (Total)29,760,32949.89
Total Remaining Holders Balance29,888,73250.11
SUBSTANTIAL PRODUCT HOLDERS
As at 1 August 2026, HGHL's only substantial product holder was Timothy Charles Glasson. Mr Glasson held 10,578,628 ordinary shares
in HGHL at that date according to both disclosures made by Mr Glasson and HGHL’s records. The total number of voting securities
(fully paid ordinary shares) of HGHL as at 1 August 2026 was 59,649,061.
66
Directory
Calendar
AUDITORS
PRICEWATERHOUSECOOPERS
BANKERS
ANZ BANK
NEW ZEALAND LTD
REGISTERED OFFICE
LEVEL 3
235 – 237 BROADWAY
NEWMARKET
AUCKLAND 1023
TEL +64 9 306 2500
POSTAL ADDRESS
PO BOX 91 – 148
AUCKLAND MAIL CENTRE AUCKLAND 1141
SHARE REGISTRAR
COMPUTERSHARE INVESTOR SERVICES LIMITED
PRIVATE BAG 92119
AUCKLAND 1142
TEL +64 9 488 8700
WEBSITES
HALLENSTEINGLASSON.CO.NZ
GLASSONS.COM
HALLENSTEINS.COM
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
PUBLISHED
HALF YEAR RESULTS
INTERIM DIVIDEND
ANNUAL GENERAL MEETING
01 AUGUST
OCTOBER
APRIL
SEPTEMBER
MARCH
DECEMBER
HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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