Briscoe Group Limited

RETAIL 
IS OUR 
WORLD.
Briscoe Group
Limited
Annual Report 2025

04	
At a glance 
06	
Board of Directors’ Report
08	
Managing Director’s Report
12	
Financial Performance
15	
Strategy
16	
Supply Chain 
17	
Customer Base
19	
Sustainability
28	
Climate-Related Disclosures 
41	
Independent Assurance Report GHG
46	
Consolidated Financial Statements
84	
Independent Auditor’s Report
88	
Corporate Governance Statement
105	
General Disclosures
108	
Top 20 Shareholders
109	
Directory
Contents

3
Briscoe Group Limited Annual Report 2025

At a glance
We are a leading New Zealand retailer 
with a blend of bricks-and-mortar and 
online shopping channels, offering 
our customers the best range of 
international brands at great prices.
47
BRISCOES  
HOMEWARE STORES
43
REBEL SPORT  
STORES
01
DISTRIBUTION 
CENTRE
01
AUCKLAND 
BASED SUPPORT 
CENTRE
Briscoe Group Limited Annual Report 2025 | At a glance
4

Briscoe Group Limited Annual Report 2025 
5

Board of  
Directors’  
Report
Our last year has been both exciting and demanding but we 
are pleased to report that our ongoing programme to drive a 
leading, innovative and competitive retail operation has made 
significant progress. 
We continued to invest in our people, in our product and 
service offering, and in the back-room and support functions 
that power them. 
As consumers we know that our own needs and demands are 
constantly evolving. Our expectations as to delivery times, 
pricing and range offerings to name just a few, are radically 
more advanced than five years ago.
To match these challenging demands successful retailers 
can never stand still. Our teams are constantly reviewing the 
strategic retail landscape, taking account of global trends 
but ensuring there is a local lens and an understanding 
of the Aotearoa New Zealand customer. We continue to 
recognise that omnichannel capability is a must – the speed 
of technological change, social factors and the evolving needs 
and preferences of consumers, reinforces this. In New Zealand, 
recent data released by NZ Post states the average share 
attributable to online in comparison to physical stores is 11%. In 
the United States it’s 15% - both these statistics reinforce the 
Group’s online strength with a mix of 19.7%. 
Customers who browse online and shop instore today can, 
and do, reverse that behaviour for their next purchase because 
of the product choice or simply to mingle and be with others. 
Relatively few shoppers shop only instore or online exclusively. 
The landscape has evolved significantly over recent years and 
there is yet more change to come. The resulting growth in 
investment reflects the breadth of opportunity we see. 
As we reported last year, the investment in our new 
Distribution Centre is both significant in quantum of 
investment but also in the wide range of benefits we believe 
it will unlock in relation to efficiency and flexibility across our 
supply chain.
This however is only one of a number of strategic initiatives as 
outlined in the Managing Director’s Report (see pages 8-10). 
We believe our strategy programme must be a source of 
advantage – particularly at a time when economic strains 
mean many retail peers may be looking to refrain from or defer 
significant expenditure on strategic projects. The Group is 
already benefiting from performance and profitability gains 
created by projects completed in the first phase.
The core attributes of the business are enduring – our market 
profile in Homewares and Sporting Goods, our ability to offer 
customers a wide range of trusted international brands at great 
value and a continuing focus on providing innovative and 
rewarding shopping experiences.
Development of our store network continued during the 
latest year, with the highlight being significant progress in the 
work to deliver new flagship store designs for both Briscoes 
Homeware and Rebel Sport. Our online platform developed 
further, with enhancements to the customer experience and 
progress on work to deliver major upgrades in functionality and 
performance during the current year.
All of these matters are explored in greater depth in the pages 
that follow.
Dividend
Market conditions put the retail sector under extreme pressure 
during the latest year. Our financial results were affected by 
what was an ongoing decline in economic conditions, and 
hence consumer confidence and demand, but significantly 
outperformed many of our retail peers. 
Our ability to perform in difficult times and through economic 
cycles is a key competitive asset that we will continue to invest 
in and grow.
Directors approved a final dividend of 10.0 cents per share 
(cps) which, when added to the interim dividend of 12.5cps, 
results in a total dividend for the year of 22.5 cps. The total 
dividend reflects the Group’s increased focus on a number 
of innovative strategic initiatives, our substantial investment 
programme across the next two years as well as the impact on 
profit from the economic headwinds. The Company’s dividend 
policy is to pay out at least 60% of Net Profit After Tax (NPAT) 
when calculated on a full-year basis. Although lower in absolute 
terms than in recent years, this year’s total dividend represents 
a payout ratio of 83% of reported NPAT and 74% when the one-
off tax adjustment is excluded.
Corporate Governance
Briscoe Group remains committed to the highest standards 
of governance and management, implemented through best 
practice structures and policies. These are set out in detail in 
the Corporate Governance section, from page 88. 
The cohesion and effectiveness of the Board and the Executive 
team are key factors in the Group’s performance. Separately 
Briscoe Group Limited Annual Report 2025 | Board of Directors’ Report
6

7
Briscoe Group Limited Annual Report 2023
and together, they remain aligned to its business objectives.
Currently the Company’s Constitution caps the number of 
directors at 5. This has worked extremely well for the Group 
since its listing in 2001, but we believe there is merit in 
increasing this to 6 to allow for transition of directors as we plan 
ahead. As announced last year, the Chair will not be seeking 
re-election at the end of her current term (Annual Meeting 
May 2027) and Andy Coupe has also signalled to the Board 
his intention not to stand at the end of his current term (Annual 
Meeting May 2026). Given this, having the ability to appoint 
a sixth director to ensure seamless transition of directors when 
they occur is essential, before returning to a Board of five. 
Accordingly, you will see in the Notice of Meeting that we are 
seeking your support to raise the maximum number of directors 
to 6.
The Board believes the quality and agility of our senior 
leadership team remains the keystone of our performance; 
and that, accordingly, it is in the interests of all shareholders to 
provide key senior executives with an opportunity to participate 
in an appropriately structured rewards scheme. 
The Group initiated its Senior Executive Incentive Plan in March 
2019, under which, designated executives can be granted 
Performance Rights which upon vesting, would reward them 
with ordinary shares in the Company. Performance Rights 
vest after three years subject to the Company’s achievement 
against Total Shareholder Return and Earnings Per Share 
growth targets.
There was one tranche of performance rights issued during the 
year. There have been seven tranches issued under the Scheme 
to date. The first five of these have now vested or lapsed and 
there are a maximum 504,580 performance rights from the 
two unvested trances still able to be converted to ordinary 
shares subject to the Company’s performance.
Further details in relation to equity-based remuneration can be 
found in Note 6.2 of the financial statements, on page 80 of 
this Annual Report.
We have made further progress in the Steps to a Better 
Tomorrow programme, which reflects our determination to 
support the commitment of our customers and the broader 
community to protecting the environment 
We have reported on a range of Environmental, Social and 
Governance matters in a separate section below. This includes 
our second year of mandatory climate-related disclosures 
under standards established by the External Reporting Board. 
Conclusion
As outlined in this Annual Report, our retail environment 
is dynamic. We know the Group’s future success will be 
determined in part by the foundations it lays today. 
Briscoe Group showed again in the latest year that it can 
perform well in difficult conditions whilst pursuing a substantial 
programme of improvement and change to provide for 
future success. The Board recognises, and values highly, 
the outstanding work of our leadership group and teams 
throughout the operations. 
While the operating environment remains challenging for now, 
we are hopeful of a gradual improvement in trading conditions 
during the current year and remain confident that the Group is 
well positioned to rise to the challenges it faces.
Dame Rosanne Meo 
Chair
On behalf of the Board 
Rod Duke
Andy Coupe
Tony Batterton
Mark Callaghan
From left:  Andy Coupe, Rod Duke, Mark Callaghan, Dame Rosanne Meo (Chair) and Tony Batterton.
Briscoe Group Limited Annual Report 2025  | Board of Directors’ Report
7

Embracing Challenges and Seizing 
Opportunities
Despite facing one of the most challenging trading 
environments in the past two decades, we have demonstrated 
resilience and adaptability. The year was marked by low 
consumer confidence and spending, particularly in the second 
half. However, our strategic initiatives and targeted promotional 
campaigns enabled us to achieve sales revenue at 99.94% of 
the record level set in the previous year. This is a testament to 
our team’s dedication and the strength of our brand.
Navigating Economic Headwinds
While inflation and interest rates showed early signs of relief, 
the impact on consumer spending was minimal. Nevertheless, 
our Black Friday and Christmas promotions provided some 
positive momentum. Our focus on generating sales through 
strong promotional campaigns paid off, and we managed 
to maintain a robust sales performance despite the tough 
conditions.
Strategic Cost Management and Inventory 
Optimisation
We proactively managed margins and costs through a range 
of measures, including significant inventory reductions and 
improvements in stock turnover. Our goal for the coming year 
is to stabilise our Group gross profit margin percentage. We 
have several initiatives in place to achieve this, such as reducing 
clearance product levels, enhancing promotion planning and 
monitoring, and implementing a new merchandise planning 
tool, Impact Analytics.
Store Network Transformation
Our store development program continued to make significant 
strides. Refurbishments at Rebel Sport and Briscoes Homeware 
stores in Invercargill and Hornby, Christchurch, have 
dramatically enhanced the in-store experience, reflecting our 
commitment to modern, energetic retail spaces.  
The refurbishment of Rebel Sport Henderson is well advanced, 
and we are excited about the upcoming transformation.
The rollout of electronic shelf labelling across our store network 
has already yielded positive results in sales and pricing clarity.
Additionally, the design of new flagship stores for both 
Briscoes Homeware and Rebel Sport progressed well. These 
next-generation formats are set to revitalise our in-store value 
proposition and we are looking forward to their completion 
within the next twelve months.
Innovative Online Growth
Our online business continues to thrive, growing to 19.69% of 
Group sales. We completed several key initiatives, including 
enhancements to our coupon offerings, the introduction of 
express delivery services, and the implementation of Apple 
Pay. These advancements, along with our suite of AI tools for 
product data management, have positioned us well for future 
growth.
Strategy
Briscoe Group is committed to evolving along with the 
needs and preferences of customers. This requires continual 
improvement, change, and adaptation. Our customers and 
market dynamics are changing along with social trends, 
technologies, and product innovation. Our own experience and 
insights gained through research suggest key trends that are, or 
will be, affecting major retailers in New Zealand.
Our response to these shifts is multi-faceted:
•	
We are investing to ensure that the shopping 
experience we provide remains compelling – an 
attractive and rewarding combination of the store 
or online environment, the ease and enjoyment that 
customers experience, and the value provided.
•	
We are expanding and refining the range of options we 
provide for customers to do business with us in-store 
and online.
•	
We are working with our brand partners to provide 
new product options.
•	
We are re-engineering our supply chain to drive 
productivity gains that can be reinvested in a myriad of 
ways.
Managing 
Director’s  
Report 
Briscoe Group Limited Annual Report 2025 | Managing Director’s Report
8

Our strategy program is now in its second phase. This sees 
it moving from a broad view of enhancements of systems, 
technology, and the shopping experience to a focus on 
projects to equip our operations for growth beyond current 
capacity.
The first three years of the program produced a wide range 
of enhancements to systems and technology, improving 
our internal performance and profitability at a time of severe 
demand and cost pressures across the retail sector. These 
included major projects such as the expansion of our online 
platform, the introduction (and then expanded ranging) of 
direct-to-consumer products online, the introduction of 
electronic shelf labelling, and upgrades in a range of internal 
systems and technologies that enable our teams in support 
functions to be more effective.
Projects underway in the current year include:
•	
New online platforms that will step-change the way we 
manage and present our online offering, based on the 
new Adobe system.
•	
The simultaneous launch of the new Marketplacer 
platform, will rescale our ability to connect customers 
with different suppliers and products by providing 
increased direct-to-consumer options.
•	
The implementation of a new merchandise planning 
tool, Impact Analytics, will improve the quality of 
product purchasing and sell-through, providing a level 
of analysis and ordering capability we have not had 
before.
Distribution Facility Project
Now well underway is the largest capital investment to date 
– the establishment of a new distribution centre to replace 
our existing centre. The new facility, in Drury, South Auckland, 
will provide five times the warehouse space of our existing 
centre. This will revolutionise our warehousing and distribution 
efficiency, help to optimise inventory control and store 
efficiency, and thus free resources to invest in the customer 
experience we provide.
The new distribution centre progressed significantly during 
the latest year, with the implementation and staff training 
completed for a new warehouse management system, 
Manhattan, the selection of the automation partner and 
the completion of earthworks. The start of construction 
is scheduled for late in the current half-year, and the new 
Distribution Centre is expected to be operational from the third 
quarter of calendar 2026. (Refer page 16 for further detail).
Investing in Our People
Our team has shown remarkable dedication and flexibility in 
navigating the challenges of the past year. We were pleased to 
be able to deliver a 6% wage increase for our in-store, hourly-
paid team members which follows similar increases in 2022 
and 2023, resulting in 21% growth over three years.
We have an expanding range of programs to support and assist 
team development. These include health and safety initiatives, 
work training for diverse needs such as product knowledge 
and customer interaction, support functions, and other core 
skills. We also focus on leadership development and provide 
opportunities for tertiary education.
Briscoe Group Senior Leadership Team (from left): Aston Moss, Rod Duke, Geoff Scowcroft, Isabel Campbell, James Baillie, 
Darren Porteous,  Andrew Scott.
Briscoe Group Limited Annual Report 2025  | Managing Director’s Report
9

Our ongoing commitment to digital transformation will 
continue to be a key driver of growth. The new online 
platforms and AI tools we are implementing will not only 
enhance our online presence but also provide customers 
with a more seamless and enjoyable omnichannel shopping 
experience.
We are also focused on expanding our product range 
and working closely with our brand partners to introduce 
innovative and high-quality products. This will ensure that 
we remain competitive and continue to meet the evolving 
needs of our customers.
Our greatest asset is our team’s ability to perform well in 
the current environment and create conditions for future 
success. We are confident that their dedication and 
expertise will enable us to navigate any challenges and seize 
new opportunities as they arise.
Looking further out, we believe that our strategic initiatives 
will drive sustainable growth and profitability across the next 
few years and beyond. We are committed to delivering value 
to our shareholders and creating a sustainable future for our 
company.
Rod Duke 
Group Managing Director
These programs are delivered through various platforms, 
including online training, learning modules developed 
in conjunction with external providers, and partnerships 
with tertiary institutions. Our commitment to our team’s 
development is reflected in improvements in our formal 
measures of health and safety, employee engagement, and 
customer satisfaction.
Looking Ahead with Excitement
While trading conditions remain tough, we are optimistic 
about the future. We anticipate that reduced inflation and 
interest rates will eventually boost consumer confidence. Our 
strategic initiatives are set to drive growth and profitability in 
the coming years. 
We are particularly excited about the potential benefits 
from our new distribution centre, which will significantly 
enhance our warehousing and distribution capabilities. 
This investment will enable us to better manage inventory, 
improve store efficiency and ultimately provide a superior 
customer experience.
Briscoe Group Limited Annual Report 2025 | Managing Director’s Report
10

Briscoe Group Limited Annual Report 2025 
11
11

Revenue
Total Group sales for our financial year ended 26 January 
2025 were $791.5 million – 99.94% of last year’s record sales, 
a difference of only $484,000. In a market widely reported 
as the most challenging for many years to close three of our 
quarters with positive growth and the full year that close to 
record sales is a significant achievement. 
Online sales represented 19.69% of total Group sales, 
increasing the mix of business by nearly 1%. This 
improvement reflects the continued focus on enhancing the 
online customer experience through a number of initiatives 
implemented during the year. VIP Club membership grew 
to over 2 million across the Group with increases in both 
member frequency and annual spend. The re-platforming of 
the online front-end will provide a further step-change to our 
online business.  
We continue to see growth across a number of our categories 
with electrical and home décor/giftware categories 
particularly strong for homewares and menswear and sporting 
equipment delivering solid growth within the sporting goods 
segment. A number of existing and new initiatives were 
instrumental in driving growth across categories including 
the introduction or expansion of brands such as Ninja, On 
Running and Lorna Jayne.  
Gross Margin
As expected, in response to the economic downturn and 
highly competitive retail market, the Group’s gross margin 
percentage declined for the period from 42.40% to 40.37%. 
Whilst we expect margin pressure to continue including from 
a relatively weaker New Zealand dollar, we have a number of 
initiatives outlined in the Managing Director’s Report to assist 
with margin growth.
Operating Costs
Cost control continues to be an integral part of managing the 
business especially in challenging conditions so to maintain 
total costs increases to 1.11% for the year was an outstanding 
result across the business. During the period we were pleased 
to be able to provide an increase of 6% to our in-store hourly-
paid team as well as absorb other cost increases from the likes 
of power, occupancy, warehousing and IT.  
Net Profit After Tax (NPAT) 
This year’s reported NPAT includes a one-off tax adjustment 
of $7.4 million as a result of tax changes enacted by the 
government. Excluding this adjustment NPAT1. for the year 
was $68.0 million compared to $84.2 million reported for the 
previous year.  
 
Comparison to pre-Covid 
Although the Covid pandemic presented itself over 5 years
ago the year-ended immediately before that (year ended 
January 2020) remains the most recent ‘normalised’ year in 
relation to the impacts felt not only from the pandemic but also 
the subsequent economic recession of the last 18 months.
The following comparison between this year and the year 
ended January 2020 brings context to what has been an 
incredibly challenging year.
Group Sales
+21.20%
$791.5 million vs $653.0 million
Gross Profit Margin %
+0.94%
40.37% vs 39.43%
NPAT1.
+8.67%
$68.0 million vs $62.6 million
1. Excluding impact of $7.4M tax adjustment
Balance Sheet
The Group’s balance sheet remains strong, with cash and bank 
balances of $142.4 million as at 26 January 2025 and no term 
debt. Approximately $30 million of creditor payments included 
in the trade payables balance were subsequently paid on or 
before 31 January 2025. 
Inventory control remains a key factor of our performance, 
and the year-end value of inventory closed at $99.7 million, 
$5.2 million lower than last year, a great achievement despite 
intense sales pressure. We believe there are further significant 
inventory improvements to be realised in the short-term 
through the implementation of the new merchandise planning 
tool as well as longer term benefits as a result of the new 
distribution centre once it is in operation.  
During the year $58.2 million of capital investment was made 
by the Group of which $40.0 million represents expenditure in 
relation to the new distribution centre project. The roll-out of 
electronic labelling throughout the Group network accounted 
for around a further $10.0 million of capex with the balance 
being for store refurbishments, store essential expenditure and 
enhancements to system software and hardware. 
With the significant investment the Group will make across 
the next 18 months in establishing the new distribution centre, 
combined with the seasonality of our operational cashflow, 
the Group expects to establish a relatively modest funding 
facility which we expect to utilise for a short time this year 
before closing the year with no debt. We expect the facility will 
be more regularly utilised across the following three financial 
years. 
Geoff Scowcroft 
Chief Financial Officer
Financial 
Performance 
Briscoe Group Limited Annual Report 2025 | Financial Performance
12

11.3%
6.1%
4.5%
Significant online sales mix 
improvement.
Online mix of sales 
%
21.5%
18.7%
19.7%
18.8%
10.0%
8.2%
99.9% of last year’s record sales.
*2021 includes 53 weeks of trading.
Total revenue* 
$M and growth %
* NZ IFRS16 adopted from 2020.
$68.0M NPAT** achieved in challenging 
economic environment.
Net profit after tax* 
$M and sales %
Key performance indicators (KPIs) are 
used by the Board and management to 
monitor business performance.
0.8%
-0.1%
605.1
555.5
585.9
631.9
653.0
701.8
744.4
792.0
791.5
6.1%
5.6%
7.5%
4.4%
5.5%
3.3%
3.3%
9.2%
785.9
2020
2021
2019
2018
2017
2016
2022
2024
2025
2023
10.6%
8.6%
2020
2021
2019
2018
2017
2016
61.3
47.1
59.4
63.4
62.6
73.2
87.9
84.2
68.0
2022
2024 2025
11.8%
11.3%
10.4%
10.0%
10.1%
9.6%
10.1%
8.5%
88.4
2023
2020
2021
2019
2018
2017
2016
2022
2024
2025
2023
19.0%
Gross profit margin % still above pre-
Covid level despite severe economic 
downturn.
Gross profit margin 
%
45.8%
42.4%
40.4%
43.8%
40.1%
40.6%
40.0%
40.1%
2020
2021
2019
2018
2017
2016
2022
2024
2023
44.0%
39.4%
* Approximately $30 million of creditor payments made immediately 
after balance date in 2025 (2024: $20M, 2023 $26m).
Free cash flow (defined as net cash 
from operating activities less capital 
expenditure) reflects progression of 
Distribution Centre project.
Free cash flow* 
$M
2020
2021
2019
2018
2017
2016
55.5
26.7
75.0
49.0
60.3
81.1
76.6
51.6
2022
2025
128.0
108.3
2023
2024
* 2020 12.5cps dividend cancelled as a result of Covid pandemic  
2021 Includes 6cps special dividend.
Dividend reflects Group commitment 
to significant strategic programme as 
well as the impact on profit from the 
economic headwinds.
Dividends per share* 
cents
2020
2021
2019
2018
2017
2016
19.0
15.5
18.0
20.0
8.5
28.5
27.0
22.5
2022
2025
28.0
29.0
2023
2024
** Excluding impact of $7.4M tax adjustment.
2025
Briscoe Group Limited Annual Report 2025  | Financial Performance
13

Briscoe Group Limited Annual Report 2025
14

This year we completed our first year of the second phase 
of our strategic plan (2024 to 2027), we have made 
record levels of investment into strategic initiatives and are 
incredibly proud of the progress we have made. The plan 
is on track and in budget which is a testament to our teams 
focus and capability. 
  
This next phase covers a wide range of initiatives, further 
evolving the retail experience and transforming our supply 
chain all while making sure we have the appropriate 
Foundations (“Building blocks”) in place. The initiatives 
will provide a platform for the group to accelerate long 
term growth.
Strategy
The following sections cover in more detail some of the 
exciting initiatives we have underway including our new 
Auckland Distribution Centre, expanding and strengthening 
our customer base and taking Steps to a Better Tomorrow 
guided by our Sustainability strategy.
Andrew Scott
Chief Opperating Officer
Deliver the best retail experience in New Zealand 
LONG TERM GROWTH 
ACCELERATION
RETAIL EXPERIENCE 
EVOLUTION
SUPPLY CHAIN 
TRANSFORMATION
BUILDING 
BLOCKS
 
Expand existing global  
commercial growth. 
Direct to Customer 
(DTC) labels. 
Online Platform upgrades.
 
Strategic store concepts. 
Enhance Retail DTC labels. 
Sport & Briscoes hardware  
product expansion. 
 
New loyalty program.
 
New Auckland 
Distribution Centre (DC). 
Expanded automation 
and robotics. 
Global Sport inventory 
optimization.
 
Tech Architecture, 
Automation, and AI to 
simplify processes. 
Increase positive impact 
through sustainability.
 
Expanded DTC to cover 
over 110 Suppliers. 
 
New Adobe platform due 
to go live by July 2025.
 
ESL Labels rollout 
completed to all Briscoes 
and Rebel stores. 
Rebel flagship store 
design complete.
 
New DC Site design 
completed. 
Rebel clearance stock 
reduction. 
The new Assortment 
Planning, Allocation & 
Replenishment system 
Impact Analytics (IA) 
on track.
 
New Marketplace platform 
selected and design well 
advanced. 
Over 60 team members 
completed our Leadership 
program. 
Over 200 ethical supplier 
audits completed. 
 
New Adobe platform due to 
go live by July 2025. 
Test of new product 
categories on the 
Marketplace DC platform 
July 2025.
 
Further optimization of 
Briscoes and Rebel 
product ranges. 
New Rebel Flagship store 
due to open by January 
2025. 
Completion of Briscoes 
Flagship store design. 
 
Loyalty platform test for 
Rebel Sport.
 
Early access to new 
Auckland DC site. 
AI Allocation and 
Replenishment modules 
launched by July 2025. 
AI Assortment Planning due 
to go live by October 2025.
 
Roll out supplier audit program 
to local suppliers. 
Tech platform review for next 
5 to 7 years underway. 
Continued focus on waste 
minimization.
Delivered in year end Jan 2025:
Key Deliverables for year end Jan 2026:
Group Strategy 2024 – 2027
Briscoe Group Limited Annual Report 2025  | Strategy
15

Technology innovations to drive 
range optimisation 
  
This year our merchandise division will implement an end-
to-end suite of planning, merchandising, and inventory 
management tools in partnership with global leader in 
artificial intelligence and machine learning forecasting for 
retail, Impact Analytics. This investment aims to enhance our 
forecast accuracy and inventory management, ensuring that 
we can consistently meet customer demand with the right 
products, in the right place, at the right time.
New product ranges to meet 
segment needs
   
In conjunction with the delivery of our suite of enabling 
systems, we are further enriching our category management 
framework and practices to increase relevance to new and 
potential customers. A core capability of the group has been 
our continued ability to trade at a compelling price and 
promotion for our customers. Investment in our technology, 
systems, and enhanced supply chain generates opportunity 
for us to drive growth through the effective utilisation of our 
existing store footprint. By leveraging data, insights, and 
fostering collaboration across merchandising, marketing, and 
operations, we will deliver new product ranges that are more 
aligned with customer preferences and market trends.
Supply Chain
New brands continuously introduced to drive 
growth and customer satisfaction
   
In FY25 there has been a strong focus on introducing new 
brands to make sure we are meeting customer demands 
for new ranges, products and innovations. On the Rebel 
Sport business we have introduced large global brands The 
North Face, P.E. Nation, Hoka and ON Running. We also 
successfully introduced local womenswear brand Hine, a 
kiwi female founded brand focused on supporting diversity in 
its ranges.
Our supply chain transformation continues.  Construction 
of our state-of-the-art distribution centre (DC) in Drury 
South commenced in February 2025. The capacity this 
DC provides enables reduced stock levels in our stores by 
holding more in the DC and regularly replenishing our stores 
in line with demand. The retail space this creates will be used 
for an improved range of products and potential for new 
product categories in stores.  
In July 2024 we implemented our new Warehouse 
Management System (WMS) in the current Distribution 
Centre. The team have adapted well to the new system and 
are utilising the enhanced functionality. Deploying the new 
system is fast tracking key learnings and will help to shape 
the operations process in our new North Island DC.   
The detailed design of the new DC facility, including 
automation is now complete, and the detailed operational 
design, processes and system configuration is well underway 
and planned to be completed by the end of July 2025.
Configuration, development and testing of the WMS for use 
in the new DC will take place through to the end of 2025.   
Automation software design and process flow optimisation 
kicks off in March 2025 and will be developed over 
several iterations with our international vendor Knapp. The 
automation software build will then commence late 2025.   
Target date for practical completion of the construction 
is July 2026.
Briscoe Group Limited Annual Report 2025 | Supply Chain
16

The Strength of Our 
Customer Base 
Rising customer satisfaction
The business has rising scores of customer satisfaction, 
achieving consistent growth in NPS scores over the past 3 
years. Briscoes now sits at 80 consistently and Rebel Sport 
over 72.
Market consideration, preference and purchase continued 
to strengthen over the year. Measured through our brand 
tracking, Briscoes Homewares is the highest considered 
brand at 77%, growing from 71% a year ago. Likewise, 
preference for Rebel Sport has grown over the year from 
49% to 54%.
Briscoes customer satisfaction
Healthy membership clubs
We continue to focus on growing our clubs and offering 
exclusive offers and experience to drive up the frequency 
and ultimately the lifetime value of our customers. We are 
currently exploring the next phase of the club with a loyalty 
programme that would drive high frequency through our 
doors due to launch in the next 12-18 months.
Rebel Sport customer satisfaction
Briscoe Group Limited Annual Report 2025  | Customer Base
17

Briscoes Club 
•	
The Briscoes Club now sits at 1,124,000 total 
members, 14% growth YOY 
•	
There are now 688,500 active members. 
•	
Total value of a member is 24% higher vs a non-
member. 
•	
Club members now account for 38% of total sales. 
Rebel Club 
•	
The Rebel Club now sits at 1,037,000 total members, 
13.9% growth YOY. 
•	
There are 528,800 active members. 
•	
Total value of a member is 26% higher vs a non-
member. 
•	
Club members now account for 33% of total sales. 
Customer Experience Enhancements 
We remain steadfast in our commitment to delivering 
exceptional customer experiences across all our storefronts, 
both digital and physical.  
Store Development Programme 
Our ongoing initiative aims to upgrade 5-10 stores 
annually, introducing new formats and enhancements.  The 
development of new flagship stores for Rebel and Briscoes 
is progressing well, with an anticipated launch by the end of 
2025. These flagship stores are poised to drive the next phase 
of our growth. 
Digital Transformation 
We are currently implementing two major online platform 
changes: 
Adobe Commerce: This new eCommerce platform will 
accelerate our speed to market, allowing us to introduce new 
features and functionalities more rapidly. 
Marketplacer: This Direct-to-Consumer (D2C) technology 
will simplify the shopping experience for our extended online 
product range. 
Looking ahead to FY26, we plan to review our Contact Centre 
platforms to ensure we continue to provide the highest level 
of customer service.
Briscoe Group Limited Annual Report 2025  | Customer Base
18

Sustainability
We are proud of the progress we have made over the past 
year in advancing our sustainability initiatives, with our 
Sustainability Working Group continuing to drive the business 
to deliver on our goals and targets.  
Driven by the four key pillars of our Sustainability Strategy: 
Governance, Environment, Our People and Community, 
this year has focused on solidifying the key processes, 
frameworks, and responsibilities that will continue to guide 
us as a company that works to care for our communities, our 
people, and our environment. As we reflect on the year’s 
achievements, we recognise that our understanding of how 
best to improve outcomes for both people and the planet is 
deepening. 
Our sustainability journey remains dynamic, shaped by 
continuous learning and adaptation. While the following 
sustainability updates showcase the strides we have 
made against our Sustainability Strategy, it is important 
to acknowledge that much work remains. We are actively 
addressing a number of complex sustainability challenges 
facing the retail industry, that will require sustained focus.  
We are grateful to our dedicated teams who have made 
substantial contributions to advancing our sustainability 
agenda. Their commitment has been instrumental in ensuring 
that we continue to make measurable progress toward a 
Better Tomorrow. 
The following updates are presented for each key pillar of our 
Sustainability Strategy, this year’s Steps to a Better Tomorrow. 
Our Steps to a Better Tomorrow. 
$1+ million
raised for CureKids 
19,040 balls
<1% Difference
5.41% decrease
Diverted 75.74%
of our operational waste 
from landfill 
through the Pass-it-
forward program 
in Scope 1 and 2 emissions
in rates of pay on basis 
of gender
Briscoe Group Limited Annual Report 2025 | Sustainability
19

Governance
Our Goal
To ensure board and management’s awareness of key 
Sustainability issues, implementing effective measures  
and controls. 
Sharing our Sustainability Journey
In response to the growing demand from stakeholders for 
easy access to our sustainability-related information and 
reporting, this year we launched a dedicated Sustainability 
Webpage on our Corporate Website. This new webpage 
provides stakeholders with our key sustainability information, 
ensuring they stay informed about our ongoing sustainability 
journey. The webpage can be accessed at: 
www.briscoegroup.co.nz/sustainability/
Climate-Related Disclosures
We are proud to present our second year of mandatory 
Climate-Related Disclosures on page 28-40 of the Annual 
Report. Improvements to this year’s disclosure include 
elements of the first iteration of our climate transition plan 
developed with thinkstep-anz and a reasonable assurance 
opinion over our Scope 1 and 2 emissions.  
Enabling Our Team
This year, we have focused on educating and upskilling team 
members in sustainability by offering in-person training 
sessions, online learning modules, releasing an internal 
Sustainability Newsletter and providing regular sustainability 
updates. We believe improving team engagement is key  
to strengthening our sustainability efforts and maximising  
our impact.
Materiality Assessment
At the end of 2024 we began our second Materiality 
Assessment, with the aim of evaluating and validating our 
Sustainability strategy and direction. This assessment will 
ensure that we have an up to date understanding of what our 
stakeholders view as the most pertinent Sustainability topics 
to our business. We aim to have this process completed in 
the first half of the year. 
Environment 
Climate, Waste & Supply Chain
Our Goal
To take action on climate change and waste across our 
supply chain. Implement a credible plan to achieve net zero 
emissions and to reduce waste.
Emissions Reductions 
During the year we reduced our overall Scope 1 and 2 
emissions by 5.41% and are on track for our 2030 target of 
an overall reduction of 50% from our FY23 base year. Further 
details on our emissions and our initiatives to reduce them 
can be found in the Metrics & Targets section of our Climate-
related Disclosures on page 38 of the Annual Report. 
This year we utilised Verisio, our chosen ethical supply 
chain platform, to send an emissions survey to all our trade 
suppliers to allow us to gain a high-level understanding of 
where they are at on their emissions reduction journeys. 
Based on this initial screening, we will be sending more 
targeted surveys to each supplier to identify exactly what 
targets have been set and which key groups of suppliers 
will require more targeted support. Following this, we feel 
we will be in a position to set an informed Scope 3 Supplier 
engagement target.
Briscoe Group Limited Annual Report 2025 | Sustainability
20

Working towards a Circular Economy
As waste continues to be a pressing issue for the retail 
industry, it is clear that embedding circular economy 
principles into our business is critical to tackling our waste. 
Our Circular Economy Roadmap is well progressed and 
focuses on three key areas: Eliminating Waste, Supplier 
Collaboration, and Customer Engagement. We are still 
working through exactly what the appropriate targets and 
milestones are in this program given the complexities faced  
in the New Zealand market, however, this year we have set 
a target to divert 90% of our operational waste from landfill 
by 2030.
Over the next 12 months we will focus on: 
•	
Expanding waste reduction initiatives. 
•	
Strengthening waste tracking and reporting to 
measure progress and drive continuous improvement. 
•	
Developing and trialing circular initiatives in select 
stores. 
•	
Collaborating with suppliers to better understand 
circular capabilities, explore future innovations, and 
identify partnership opportunities for sustainable 
solutions.
Product Returns Recovery 
Following the initial implementation of our Product Returns 
Program in Christchurch in late 2023, the program, in 
partnership with EcoCentral and All Heart NZ, is now active 
in Christchurch, Auckland, and Wellington. It currently 
covers 32 out of our 90 stores, with plans to expand to the 
outer regions. 
Through this program, we have diverted over 78,000 
kilograms of product returns from landfills, with a portion of 
these goods being donated to communities in need. 
Other Initiatives
In the background we continue to make small changes for a 
better, more sustainable future including: 
•	
Reusable name badges for our instore team members. 
•	
Phase one of our Re-uniform program: Sending 
selected old uniforms back to the supplier to be 
given a second life and offering second-hand uniform 
options to our team.   
•	
Switching our larger web fulfillment satchels from 
100% virgin plastic to 80% recycled plastic, meaning 
an additional 200,000 satchels per year are made 
from 80% recycled plastic.  
•	
Removing black film wrap from our web fulfillment 
process, preventing approximately 90 kilometres of 
plastic going into the landfill per year.  
•	
Piloting the Nespresso Capsule Recycling program: 
offering our customers a circular option for Nespresso 
coffee capsule disposal.  
•	
Refining and streamlining store reporting processes to 
reduce printing quantities, eliminating approximately 
600,000 printed pages per year.  
•	
Kicking off the process to digitise all Employee Files, 
further reducing our paper printing quantities. 
•	
Engaging in Recycling Week. Releasing x5 Recycling 
Learning Modules to help upskill our team on crucial 
recycling practices.
In FY25 we diverted 75.74% 
of our operational waste from landfill
4.05% increase in our diversion rate 
(FY24: 71.69%)
257.2 tonne decrease in operational 
waste to landfill (FY24: 1,114.6 tonnes)
Committed to diverting 90% of 
operational waste from landfill by 2030
Waste
Briscoe Group Limited Annual Report 2025 | Sustainability
21

Addressing Modern Slavery Risks: Our 
Ethical Supply Chain Program 
Our Ethical Supply Chain Program, in partnership with 
Verisio, represents our commitment to upholding Human 
Rights, preventing Modern Slavery and fostering ethical and 
sustainable practices throughout our supply chain. Launched 
in 2023, the program is designed to enforce and uphold 
rigorous ethical and environmental standards, increase 
compliance and ensure that the products we stock are 
produced under fair conditions. 
Over the course of this program, we have made significant 
progress, collaborating closely with suppliers to conduct 
comprehensive factory audits, address identified risks, and 
elevate ethical and environmental standards across our  
supply chain. 
Our Ethical Supply Chain program segments our suppliers 
into three key supplier groups: 
1.	
Overseas Trade Suppliers – Where we import products 
directly to NZ.  
2.	
Local Trade Suppliers – Where suppliers supply 
products to us in NZ. 
3.	
Non-Trade Suppliers – Service providers operating 
locally and internationally. 
We have tailored our approach to each supplier group based 
on a high-level risk screening and feasibility assessment. 
We have phased our efforts to ensure our programs are 
comprehensive and adequately mitigate the nuanced issues 
and risks associated with each group. We endeavour to 
strengthen each program as our understanding of our supply 
chain risks evolves. 
1. Overseas Trade Supplier 
Our initial focus has been on Overseas Trade Suppliers, as 
this is where we see our key risk lie due to the nature of these 
trading relationships (often involving direct dealings with 
factories). For these suppliers, the program requires their 
declaration of all factories used to manufacture products 
sold to us, and their provision of a current approved audit 
(e.g. BSCI, SMETA, Amfori) for each factory. We have made 
significant progress with these suppliers. Highlights include: 
•	
All active supplier factories (over 200 factories as of 
year-end) have undergone third-party ethical audits. 
•	
34% of factories are graded at our lowest risk level, low 
risk. 
•	
Through the program we have reduced the number of 
factories graded high risk to 16%. High risk factories 
will continue to receive support to address identified 
issues and achieve a lower risk grading, ensuring they 
meet our compliance standards.
In 2024, we ceased trading with six factories because they 
either failed to provide an audit report or refused to make 
necessary improvements to meet our compliance standards.  
Terminating a trading relationship is considered a last resort, 
and in cases of non-compliance, we follow a clear process 
that prioritises engagement and remediation efforts.  
2. Local Trade Suppliers 
This is the largest supplier group within our program, 
encompassing a diverse range of trading relationships, 
including agents, large brands, licensees, and small New 
Zealand businesses. Given the complexity and varied 
structures within this group, we identified a Code of Conduct 
(COC) as the most effective first step to engaging with 
these suppliers. Unlike our overseas trade suppliers, many 
of the factories used by these suppliers already fall under 
established brand audit and due diligence programs.   
•	
Currently, 95% of Local Trade Suppliers have signed 
our COC, which covers the Ethical Trading Initiative 
(ETI) base code. 
•	
We are currently engaging the remaining 5%, who 
have not signed primarily because they have their own 
brand COC. 
Briscoe Group Limited Annual Report 2025 | Sustainability
22

As we continue strengthening our Ethical Supply Chain 
program, we are exploring ways to enhance our due diligence 
for local suppliers. This includes performing a more detailed 
risk-assessment to identify the most suitable audit type for 
each supplier sub-category within this group.  
3. Non-Trade Suppliers 
Throughout 2024, we engaged our top 50 non-trade 
suppliers (making up approximately 70% of non-trade spend). 
These suppliers were asked to complete a comprehensive 
survey to allow us to evaluate their environmental and ethical 
risks. Association of Professional Social Compliance Auditors 
(APSCA)-accredited auditors were then used to assess the 
responses against our compliance criteria and an initial risk 
grading was given to each supplier. Following this, these 
suppliers have been given the opportunity to collaborate with 
us, to address and improve the identified issues and risk areas. 
We have been encouraged by the steady progress we have 
seen in reducing these risk gradings. 
Looking Ahead  
In FY26 we are working to expand and strengthen our Ethical 
Supply Chain Program to improve compliance through; 
•	
A rewards and recognition scheme for our overseas 
trade suppliers. 
•	
Strengthening due diligence of our local ethical 
supplier program. 
•	
Adding increased ethical and environmental 
considerations into the non-trade onboarding process. 
•	
Policy implementation. 
•	
Increased training and communication to our internal 
team and suppliers.
Briscoe Group Limited Annual Report 2025 | Sustainability
23

Our People
Our Goal
Ensure we are an employer of choice and a safe place to 
work where our people can thrive.
Investing in our Team
Investment in our team takes place in many ways, both 
directly and indirectly. Our Management & Leadership 
Development Programme continues to be recognised and 
well received as a valuable aid in building organisational 
capability in both operational and support roles. FY25 saw a 
further four cohorts through the programme with a blend of 
participants from stores and support functions.
We reflect on our financial performance as compared to pre-
covid sales and profits, and against which we achieved 20% 
sales growth alongside an 8% improvement in profit. What 
isn’t obvious is the steady investment which has occurred 
through a 39% increase in wage rates over this same period. 
Alongside this, we have maintained stable employment with 
our team, earning both their understanding and trust that 
we don’t make promises of wage increases that are funded 
through reductions in headcount or contracted days and 
hours of work.
Job security means a lot to our team, and we strive to provide 
certainty in an industry or sector that often leaves workers 
feeling that their incomes are precarious. This sits at the core 
of our relationship with our team members, contributing 
to the strong sense of trust and confidence in our future 
and is reflected in a further 0.3 growth in our employee 
engagement score.
Our Retail Management Teams lead over 2,300 of our people 
throughout our stores. We continue to see an increasing 
proportion of women in our store leadership roles, along with 
our commitment to pay equity, resulting in there being less 
than 1% variation in pay when assessed on the basis of gender 
across different roles and tiers.
Overall, a broad range of investments in our people, systems 
and processes are contributing to team member capabilities, 
competence and confidence. Our team is well placed to drive 
the business forward and we are excited about the further 
opportunities that lie ahead with the role our people play in 
our flagship stores and new Distribution Centre.
VR Manual Handling Training contributing to 
enhanced Safety Performance 
We are incredibly proud of our Virtual Reality Manual 
Handling programme. This innovative training was piloted 
in selected sites early in 2024, with further sites added 
as the year progressed. Our team were a rich source of 
feedback enabling us to rapidly enhance the programme. The 
introduction of virtual reality as a toolkit to complement our 
face to face, online and on demand training has been well 
received by our team. We are also seeing excellent results 
demonstrating the impact this technology can have in terms 
of workplace learning alongside delivering knowledge and 
skills that are transferable well beyond the workplace. Most 
importantly we are excited about the potential reductions in 
the likelihood of injury through manual handling activities, 
something that has long been an issue across retail and many 
other industries. This is a terrific example of work that builds 
both the frontline and the bottom line.
This relentless focus on avoiding injury at work saw further 
reductions in our Total Recordable Injury Frequency Rate 
(-61%) and our Lost Time Injury Frequency Rate (-68%).
 
24
Briscoe Group Limited Annual Report 2025 | Sustainability
24

Sonder (Employee Wellbeing App)
Over 100 team members have actively used Sonder, a 24/7 
holistic care app that provides access to mental health, 
medical, and personal safety support with an average 
response time of 10 seconds. Six months after go-live, we 
achieved a 25% adoption rate across the company.
Mental wellbeing support has been the most utilised feature 
by our team. Additionally, over 30 team members have 
received medical care from the Sonder nurses.
Wellbeing scores on our team engagement platform Peakon 
increased by 0.2 within the first quarter of Sonder being 
introduced and over 60 team members provided comments 
praising the app, noting its positive influence on their  
daily lives.
Introducing Sonder represented a significant additional 
investment in support of the physical and mental wellbeing of 
our team and we are delighted that the team are both making 
use of it and appreciate its value.
Aston Moss
Chief People Officer 
Briscoe Group Limited Annual Report 2025  | Sustainability
25
First Foundation
Our commitment to funding scholarships to support Briscoe 
Group employees or direct family members continues with an 
additional four students being awarded scholarships in 2024. 
Our partnership with this impressive organization has resulted 
in over 40 scholarships being awarded since 2013 – that’s 
more than 40 individuals having an opportunity to engage 
in tertiary education and take their steps towards a high  
wage economy.
We are particularly delighted that the paths our scholars 
have chosen, reflect a diverse set of future careers including 
law, commerce, teaching and early childhood education, 
healthcare, architecture and agriculture. The four-year 
programme sees Briscoe Group recipients work within the 
company during their scholarship alongside financial and 
mentor support.
Our partnership with First Foundation has also seen more of 
our managers put themselves forward to provide mentoring 
support to scholars in the wider programme, meaning our 
reach extends beyond that provided by Briscoe Group. Those 
providing mentoring support often refer to the learning and 
growth they experience, not just the satisfaction of helping 
someone make their way in the world.
These scholarships are proudly co-funded by the R A Duke 
Family Trust.

Community
Cure Kids
Our long-term partnership with CureKids continues to 
deliver results, with over $1 million raised this year, funding 
essential child-health research here in Aotearoa. Our team 
has continued to maintain this fundraising momentum over 
our 21-year partnership, every year seeing money going to 
support this important initiative. 
This year, we continued to build on that momentum with 
our most ambitious 24-Hour Team Challenge yet. The event 
brought together 21 dedicated teams, who kept treadmills 
and bikes moving continuously for 24 hours, showcasing 
remarkable teamwork and determination. 
Our Goal
To improve community impact via engagement through 
giving, charity and shared value.
Grassroots Grants
This year we launched our 
Grassroot Grant program, 
which has already 
delivered a meaningful 
impact by distributing 
$160,000 in funding and 
essential sports equipment 
to communities across 
Aotearoa.  
To date 60 community 
groups and sports clubs have 
benefited from our grants, 
enabling clubs and community 
groups to sustain their programs. 
These grants work to keep sports 
accessible to everyone, regardless of  
their circumstances. 
We believe in the important role sports play in building 
healthier, more connected communities, and we’re proud to 
stand alongside the clubs and community groups, turning 
this vision into a reality.
Meet Springboard—one of our proud Grass Roots Grant 
recipients. Through its boxing program, Springboard 
empowers 169 youth, fostering resilience, discipline, 
and self-respect. Through supporters like Rebel Sports, 
this initiative continues to provide a safe, nurturing 
environment where vulnerable youth develop essential 
life skills under the guidance of dedicated mentors.
26
Briscoe Group Limited Annual Report 2025 | Sustainability

Pass-it-forward 
Scholarships
Our Pass-It-Forward 
Scholarships continue 
to demonstrate their 
impact by empowering 
exceptional young women 
in sport and delivering 
meaningful outcomes 
for both individuals and 
sporting communities.  
We not only support athletes 
to achieve their dreams but 
work to contribute to the 
broader ecosystem of sport 
in Aotearoa, inspiring the next 
generation of talent. 
Pass-it-forward Donations
This year, the Pass-it-forward program has seen an incredible 
19,040 balls and 800 cricket sets pledged to schools and 
clubs across the country. By providing sports equipment 
directly to the children who need it most, this initiative is 
committed to breaking down the barriers to sport in NZ. 
AFC Sponsorship  
We are proud to support the Auckland Football Club (AFC) 
as a sponsor, furthering our dedication to fostering growth 
and opportunities in sports. This partnership focuses on 
the AFC Development Centre, a vital initiative that nurtures 
emerging talent and builds pathways for players to excel.
“I just want to thank Rebel Sport for helping me to 
reach my dreams. Not only have they helped me 
financially with the scholarship, but they have also 
gone above and beyond to help me with boots, 
mouthguards and even giving us a gift voucher. I was 
able to go in and meet the team, do photo shoots  
and I am looking forward to doing more with them in 
the next couple of years. Thank you, Rebel Sport,  
for everything.” 
Braxton Sorensen-McGee
Pass-it-forward Scholarship Recipient
Meet Braxton Sorensen-McGee, a talented rugby 
athlete and Pass-it-forward scholarship recipient. 
Through our three-year financial and mentoring 
scholarship, Braxton has been able to focus on her 
athletic aspirations, culminating in many remarkable 
milestones such as signing with the Auckland Blues for 
the 2025 season, being selected for the Black Ferns 7’s 
Camp, and earning MVP honours at the Pacific Youth 
Cup Tournament. 
Briscoe Group Limited Annual Report 2025 | Sustainability
27

Our Climate-Related Disclosures on pages 28 to 40 cover our progress between 29 January 2024 and 26 January 2025 and 
comply with the Aotearoa New Zealand Climate Standards issued by the External Reporting Board.  
All figures and commentary relate to the full year ended 26 January 2025, unless otherwise indicated. Briscoe Group is a 
Climate Reporting Entity under the Financial Markets Conduct Act 2013.  
In preparing its climate-related disclosures, Briscoe Group has elected to use the following second year adoption provisions:
This report contains disclosures that rely on early and evolving assessments of current and forward-looking information, 
incomplete and estimated data, and the Group’s judgements, opinions and assumptions. As such, this report reflects the 
Group’s present understanding and/or best estimates of current and future climate-related events, risks, opportunities, impacts 
and strategies as at the date of publication of this report. However, the Group cautions reliance on aspects of this report, as it is 
subject to significant risks, uncertainties, and assumptions.  
In particular, this report contains forward-looking statements, including climate-related goals, targets, scenarios, ambitions, risks 
and opportunities, as well as statements of the Group’s intentions, estimates and judgements. Forward-looking statements are 
not facts and require us to make assumptions, forecasts and projections about the Group’s present and future strategies and 
the environment in which the Group will operate in the future, which are inherently uncertain and subject to limitations. For 
example, there are limitations associated with the available data, and some information on which the statements in this report 
are based is likely to change over time. The Group has sought to provide a reasonable basis for forward-looking statements but 
is currently constrained by the novel and developing nature of this subject matter and the complexity of our global supply chain 
and broad base of manufacturing partners etc. Considering this, the group is committed to continuously improving the quality 
and completeness of its data and methodologies. 
Climate-Related 
Disclosures 
Adoption Provision: 
Description of Adoption Provision: 
Adoption provision 2: 
Anticipated financial impacts
This adoption provision provides an exemption from disclosing the anticipated financial 
impacts of climate-related risks and opportunities reasonably expected by the entity and 
from disclosing an explanation of why we are unable to disclose this information. 
It also provides an exemption from disclosing a description of the time horizons over 
which the anticipated financial impacts of climate related risks and opportunities could 
reasonably be expected to occur.
Adoption provision 4: 
Scope 3 GHG emissions 
This adoption provision provides an exemption from disclosing greenhouse gas (GHG) 
emissions: gross emissions in metric tonnes of carbon dioxide equivalent (CO2e) classified 
as Scope 3.
Adoption provision 7: 
Analysis of trends
This adoption provision provides an exemption from disclosing an analysis of the main 
trends for Scope 3 GHG emissions in an entity’s first reporting period, second reporting 
period and third reporting period. 
Adoption provision 8: 
Scope 3 GHG assurance
This adoption provision allows an entity to exclude its Scope 3 GHG emissions disclosures 
from the scope of the assurance engagement.
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
28

Forward-looking statements, including risks and opportunities described in this report, and the Group’s strategies to achieve 
its targets, might not eventuate or might be more or less significant than anticipated. New risks and/or opportunities may also 
arise over time. Many factors can affect the Group’s actual results, performance or achievement of climate-related targets 
or metrics, and these may differ materially from what is described in this report, including factors which are outside of the 
Group’s control.  
Accordingly, the Group gives no representation, guarantee, warranty or assurance about the future business performance of 
the Group, or that the outcomes or impacts expressed or implied in any forward-looking statement made in this report will 
occur. 
 
The Group expects that some statements made in this document might be amended, updated, recalculated and restated 
in future climate-related disclosures as the quality and completeness of its data and methodologies continue to evolve and 
improve. However, the Group will not revise or correct any statements or opinions in this report once it is published (subject 
to relevant legal requirements). Any changes will be reflected in future reporting periods reports.  
This disclaimer notice should be read together with the limitations identified elsewhere in this report.
  
This report is not an offer document and does not constitute an offer or invitation or investment recommendation to distribute 
or purchase securities, shares or other interests. Nothing in this report should be interpreted as capital growth, earnings or 
other legal, financial, tax or other advice or guidance. 
For and on behalf of the Board of Directors:
Dame Rosanne Meo 
CHAIRMAN	
8 April 2025	
Rod Duke 
GROUP MANAGING DIRECTOR 
8 April 2025
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
29

Governance
Board Oversight
The Board of Directors has ultimate responsibility for oversight of climate-related reporting and the identification of climate-
related risks and opportunities. The Board meets regularly, at least monthly, with Sustainability a standing item on the Board 
agenda. The Board is updated on a regular basis during these meetings on the management of, and progress against goals 
and targets for addressing climate-related issues. In the last year these monthly board meetings were complemented by two 
supplementary meetings that were focused on sustainability and climate-related issues. The Board is supported in this function 
by the Audit and Risk Committee, to perform a review of the Group’s primary business risks and its Risk Management Policy of 
which climate-related risks form a critical aspect.
Directors hold responsibility for their own continuous education and to keep themselves up to date on relevant climate-related 
issues. The Board accesses climate-related expertise from within Briscoe Group, and externally where required. The Board 
requires the Sustainability Working Group (SWG) to provide all relevant information to them and to engage experts where 
required knowledge is not available within the organisation. 
BRISCOE GROUP BOARD​
Monitoring progress of the sustainability workstreams, reviewing formal reporting from the 
Sustainability Working Group and endorsing sustainability targets (including GHG emission reduction targets).
AUDIT & RISK COMMITTEE​
Oversight of financial reporting, financial disclosures and the Group’s accounting 
policies (including in relation to climate change.) Oversight of the risk management 
framework and the Group risk profile including climate related risks.​
CFO​
Accountability for the measurement of greenhouse 
gas emissions, financial reporting 
and the Management Risk Committee.​
COO​
Accountability for the implementation of our 
climate change transition plan, sustainability progress 
reporting and the Sustainability Working Group.​
MANAGEMENT RISK COMMITTEE​
Members: Managing Director, COO, 
CFO, Internal Audit Manager, Finance 
Manager​
Responsible for assessing the major 
risks including climate risks affecting the 
business and developing strategies to 
monitor and mitigate these risks.​
SUSTAINABILITY WORKING GROUP​
Members: COO, CFO, CPO, GM – Operations and Property, GM – 
Merchandise, Internal Audit Manager, Finance Business Partner, 
Sustainability Advisor, Supply Compliance Manager
Responsible for driving our Sustainability Strategy, climate risk and 
opportunity identification across the business, implementation of 
climate transition plan and preparing sustainability disclosures including 
reporting in line with the Climate Standards and internal sustainability 
reporting. Engaging with experts where required and preparing Board 
education.
Board
Level 
Executive
Level 
Management
Level 
BRISCOE GROUP NETWORK
Company
Level 
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
30

Management’s Role
 
Briscoe Group’s Chief Operating Officer (COO) and Chief Financial Officer (CFO) take responsibility for assessing and managing 
climate-related risks and opportunities at a corporate level, supported by the Management Risk Committee and the SWG.
The Management Risk Committee meets every quarter to identify and assess the major risks (including climate risks) affecting 
the business by maintaining a risk matrix. This matrix is used as a key input for our transition planning, with strategies then 
developed to monitor and mitigate these identified risks. The risk matrix is provided to the Board via the Audit & Risk Committee.
The SWG is responsible for developing, refining, reviewing, and driving the implementation of the Group’s sustainability 
initiatives and policies, including climate specific risk assessment and transition planning. The SWG meets monthly or more 
often if required. Additionally, as part of the climate-risk assessment and transition planning process, it meets annually with other 
members of management to monitor the identified climate-related risks and opportunities and monitor progress on transition 
plan activities. The COO reports directly to the Board monthly on behalf of the SWG.
Strategy
We are a leading New Zealand retailer with a blend of bricks and mortar and online shopping channels, offering our customers 
the best range of brands at great prices. Our goal is to deliver the best retail experience in New Zealand. We pride ourselves on 
our ability to adapt quickly to the ever-changing retail environment and continue to differentiate ourselves from others in the 
sector.  This year we entered the second three-year program of our strategic development program, which focuses on projects 
to equip the Group for growth beyond its current capacity and comprises a combination of both existing and new initiatives. The 
four key areas of this program are – Long term growth acceleration, Retail experience evolution, Supply chain transformation and 
Building blocks. Further details of this program can be found on page 15 of the Annual Report. 
A key focus of the Building blocks area is how we can operate more sustainably whilst we grow and increase our positive impact 
through sustainability. We believe operating more sustainably helps increase our resilience to climate-related risk. Including 
Sustainability as a Building block in our current strategy program highlights the importance we place on ensuring we are 
positioned for success as the global and domestic economy shifts towards a low-emission, climate-resilient future.  This year, we 
worked with external experts (thinkstep-anz) to create the first iteration of our climate transition plan.  
Although we have not yet made any significant changes to our business model or long-term strategy, getting the foundations 
of our transition plan in place will allow us to make informed decisions when it comes to our longer-term strategy. We have 
identified the key triggers that we will monitor to identify when more deliberate action needs to be taken. We acknowledge that 
as a business we need to uncouple our growth and our emissions to ensure we can deliver on both our short- and long-term 
emissions reduction targets. We are currently still working through the longer-term aspects of our Transition Plan as a business; 
however, we look forward to sharing these as they evolve. 
We have started to feel the transitional impacts of climate change on our business including; increased legislation (specifically 
the newly introduced NZ Climate related disclosures) and increased insurance premiums off the back of climate-related events 
occurring in NZ last year. This year we did not experience any significant physical impacts from climate-related incidents on our 
business operations.  We have not identified any material current financial impacts in this financial year.
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
31

We then engaged external experts thinkstep-anz and ESG Strategy to assist us in interrogating these scenarios and 
performing a Briscoe Group specific risk assessment. This process involved running several workshops with the SWG and 
other key management, and had three stages: 
1.	
An initial risk screening of a master list of over 30 risks and opportunities. 
2.	
A baseline risk assessment representing 1.1°C of global warming helping us to identify the current physical and transition 
impacts we have incurred. 
3.	
Two further scenarios representing 1.5°C and 3.0°C of global warming. 
The sector-based time horizons which look out to 2050 were used in the workshops to provide guidance, however, an 
important objective of the workshops was to align risks and opportunities to entity level business planning and investment 
timeframes of: 
•	
Short-term: 1 to 3 years  
•	
Medium-term: >3 to 10 years  
•	
Long term: > 10years  
Climate Risk Assessment: 
For the ranking of risks and opportunities at 1.5°C of global warming, the narrative considered was a mixture of the Retail Sector 
Scenarios for both an Orderly and a Disorderly Transition. Both these scenarios lead to warming being limited to between 1.6°C 
and 1.7°C by 2050, so physical impacts are similar and seen as being low to moderate.  
With the Disorderly scenario, having a delayed transition (i.e., beyond 2030) meant that transitional impacts are moderate to 
high, depending on the timing of regulatory and legal interventions. The financial impacts are seen to be low to moderate, and 
both consumer sentiment and macro-economic conditions are uncertain.  
For the ranking of risks and opportunities at a 3.0°C of global warming, the narrative considered is the Hothouse World depicted 
by the Retail Sector Scenarios. In this scenario, physical impacts are the most severe, as is the financial impact of supply chain 
disruptions. Transitional impacts are limited as regulation is either not developed or severely delayed.  
Using a combination of scenarios was intended to add resilience to the risk assessment process and the resultant strategy as we 
prepare for inevitable uncertainty in the short to medium-term. 
In FY25 as part of our transition planning process, a workshop was held with the SWG and other key management where we 
reviewed the sector scenarios and our detailed climate risk assessment outputs and deemed these to still be appropriate.  
Other than our experts mentioned above, we did not engage any other external partners or stakeholders in the process. 
The first iteration of our Scenario analysis, climate-risk assessment, and transition planning has been performed as a stand-
alone process, no modelling was undertaken, and it was not integrated into our usual strategy processes. This is due to the 
significant time and resource required in initial years to get the foundations established and have these processes completed, 
while meeting timelines set forth by the External Reporting Boards climate disclosure regime. We understand the importance 
of this process and believe that taking a measured approach will lead to better, more robust outcomes. However, once we have 
the initial development and implementation behind us, we will look to streamline these processes and integrate them into our 
existing business planning and strategy cycle. 
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
32
Scenario Analysis
In 2023, we collaborated with other New Zealand retailers that are climate reporting entities and KPMG New Zealand to co-
design a set of integrated climate change scenarios for New Zealand’s retail sector. These scenarios are detailed in a published 
report entitled “The Futures of Retail” published on the KPMG website. The work included the development of three climate-
related scenario narratives over three time-horizons for each retailer to consider when developing their own climate scenarios. 
The sector group chose three Network for Greening the Financial System (NGFS) scenarios as the basis for the sector-level 
scenarios. These were: Orderly Category: Net Zero 2025, Disorderly Category: Delayed
Transition and Hot House World Category: Current Policies.
A retail sector narrative was formed for each scenario identifying the critical interactions and key outcomes and indicators. 
These scenarios considered three different time horizons: short (2023-2030), medium (2031-2040) and long (2041-2050) and 
explored the political, environmental, societal, technological, legal and economic impacts across each potential pathway. 

Scenario
Net Zero 2050 
(Orderly Category)  
Delayed Transition 
(Disorderly Category) 
Current Policies (Hot 
House World Category)
Intergovernmental 
Panel on Climate 
Change (IPCC) 
scenarios 
Shared socio-economic Pathway 
(SSP)-Representative Concentration  
Pathway (RCP) SSP1-1.9/RCP1.9 
SSP1-2.6/RCP2.6
SSP3-7.0/RCP7.0
New Zealand Climate 
Change Commission 
(CCC)  scenarios 
Tailwinds 
Headwinds
Current Policy Reference
Summary 
An ambitious and coordinated 
transition to a low-emissions, climate-
resilient future. Stringent climate 
policies, innovation, ambitious 
investment, and medium-to-high 
deployment of carbon removal 
solutions limit global warming to 1.6°C 
in 2050 and reducing to 1.4°C by 
2100. 
Ambitious action is delayed 
to 2030, followed by sudden 
and uncoordinated economic 
transformation. Extensive, 
stringent and punitive but 
late government intervention, 
in combination with some 
deployment of carbon removal 
solutions, limits global warming 
to 1.7°C in 2050 and reducing to  
1.6°C by 2100. 
Current emissions reduction 
policies are implemented. 
Current socio-economic 
trends continue, resulting 
in 2°C global warming by 
2050 and more than 3°C by 
2100.
Risk of having 
surpassed critical 
tipping points in 
Earth’s climate system 
Low 
Moderate
Very High
Severity of physical 
impacts
Lowest
Low to moderate
Highest
Severity of transition-
related impacts
Moderate (greatest in short-term)
Highest (greatest in medium-
term)
Lowest (steadily increasing, but 
also giving businesses more 
time to adapt)
Consumer sentiment
Rapid re-orientation towards 
sustainable lifestyles, as characterised 
by a focus on wellbeing and 
conscious consumption.
Current trends continue to 
2030, then abruptly transition 
towards sustainable lifestyles as 
the physical impacts of climate 
change (and biodiversity loss) hit 
home.
Current consumption trends 
continue, including the 
adoption of more sustainable 
lifestyles by successive 
generations.
Macro-economic 
conditions
Immediate, orderly transition 
generates short-term economic 
turbulence but pronounced 
benefits in the medium and long-
term. Physical impacts of climate 
change exert measurable but limited 
downward pressure on economy.
Delayed and disorderly transition 
generates sharp economic 
downturn but eventually supports 
economic stability. Physical 
impacts of climate change exert 
moderate downward pressure on 
economy.
No ‘green economic bump.’ 
Physical impacts of climate 
change exert increasingly 
significant downward pressure 
on economy, potentially 
growing to destabilise financial 
institutions and systems by 
mid-century.
Financial impact 
of supply chain 
disruptions
Lowest
Low to moderate
Highest
Policy reaction to 
climate change
Immediate and smooth
Delayed
Current policies only
Regional policy 
variation
Medium
High
Low
Speed of technology 
change
Fast
Slow, then fast
Slow
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
33
SCENARIOS:

Category
Description 
Potential Impact  
Potential Financial Impact 
Building block action
KEY PHYSICAL RISKS
Sustainable Sourcing
S
M
L
Orderly
Disorderly
Hot House
With climate-related 
events increasing globally, 
there is a significant risk 
to the availability and 
consistent supply of raw 
materials used by our 
suppliers to manufacture 
products.
Availability of products 
offered to us from our 
suppliers. 
Decreased ability to 
purchase required levels of 
inventory. 
Diversification of product 
range.
Increased cost of 
inventory. 
Decrease in margin/profit.
Engaging with our 
suppliers to understand 
current resource risks 
and mitigation efforts. 
Identifying at risk 
products/materials 
in our current stock 
range.
Encouraging suppliers 
to adopt sustainable 
practices, diversify 
sourcing and undertake 
their own transition 
planning.
Increased storminess/ 
extreme winds 
River and pluvial 
flooding
S
M
L
Orderly
Disorderly
Hot House
Increase in storminess 
(frequency, intensity) 
including tropical cyclones. 
Changes in extreme wind 
speed. 
Increase in convective 
weather events (tornadoes, 
lightning). 
Changes in extremes: high 
intensity and persistence of  
rainfall. 
Increase in hail severity or 
frequency.
There will be an increasing 
incidence of storm events 
with increasing severity 
impacting supply chains 
and operations. 
Potential store closures. 
Delays in supply chain. 
Staff and customers unable 
to get to our stores. 
Loss of sales and decrease 
in profit. 
Cost of repairs/
maintenance to buildings. 
Increased lease costs. 
Increased supply chain 
costs. 
Increased insurance 
premiums.
Flood risk mapping of 
current and future store 
and Distribution Centre 
locations. 
Using the flood risk 
mapping to assess at risk 
sites and review adaption 
strategies.
Assess for vulnerabilities 
in insurance cover in 
relation to extreme 
weather coverage. 
Sea-level rise leading 
to coastal and 
estuarine flooding
S
M
L
Orderly
Disorderly
Hot House
Relative sea-level rise 
(including land movement). 
Change in tidal range or 
increased water depth. 
Permanent increase in 
spring high-tide inundation. 
Rising groundwater from 
sea-level rise. 
Sea level rise of 0.32m 
could impact specific 
locations and increase 
losses due to flooding. 
Temporary store closures. 
Delays in supply chain. 
Staff and customers unable 
to get to our stores. 
Store relocations.
Loss of sales and decrease 
in profit. 
Cost of repairs/
maintenance to buildings. 
Increased lease costs. 
Increased supply chain 
costs.
Flood risk mapping of 
current and future store 
and Distribution Centre 
locations. 
Using the flood risk 
mapping to assess at risk 
sites and review adaption 
strategies.
Assessing for 
vulnerabilities in 
insurance cover in 
relation to extreme 
weather coverage.
Supply chain
S
M
L
Orderly
Disorderly
Hot House
A main international port is 
affected (e.g. by storms/or 
floods).
New Zealand shipping port 
or main highway is affected 
(e.g. by storms/or floods).
Unable to get goods to 
New Zealand. 
Need to source goods from 
alternative location. 
Delays in supply chain. 
Goods movement around 
New Zealand is restricted.
Loss of sales and decrease 
in profit. 
Increased supply chain 
costs.
Reviewing the resilience 
of our supply chain by 
evaluating vulnerabilities 
related to climate 
change.  
Considering critical 
ports, dependencies, 
and potential disruptions 
caused by extreme 
weather events, resource 
scarcity, or shifting 
transportation routes. 
Understanding the 
impacts of sea-level rise 
on international ports.
S – Short-term (1-3years)   M – Medium-term (3-10years)   L – Long-term (>10years)
Low Risk
Medium Risk
High Risk
Key climate-related risks and opportunities
Below are the top climate-related risks and opportunities we identified along with relevant Building block actions from our initial 
transition plan: 
KEY RISKS:
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
34

KEY TRANSITION RISKS
Regulatory & Legal
S
M
L
Orderly
Disorderly
Hot House
 
With a global focus on 
decarbonisation, the 
increase of additional 
regulation and/or 
ratcheting of current 
requirements could have 
a significant impact on 
global supply chains and 
domestic regulation. 
Increased legal activity 
and costs due to climate 
activism and/or sector 
positioning.
Increasing reporting 
complexity, requiring 
allocation of time and 
resources. 
Increased demand on 
resources to ensure 
compliance. 
Increased demand on 
resources to dispute 
any claims made again 
company.
Increased indirect 
(operating) costs and 
impact on margin. 
Increased cost of 
corporate compliance. 
Cost of potential fine, 
sanction or claim.
Engaging with experts 
to understand the 
immediate implications 
of new regulations and 
ensure compliance.  
Engaging with retail 
sector peer group to stay 
abreast with sectorial 
changes and associated 
responses.
Changing consumer 
preferences
S
M
L
Orderly
Disorderly
Hot House
Consumers are 
increasingly aware of their 
role in decarbonisation, 
and this is reflected in 
shopping habits and 
demand for low-carbon 
products.
 
Reduction in sales due 
to customer preference 
diverted to low carbon 
products not stocked. 
Need to diversify product 
offering to include low 
carbon products. 
Need to transition to 
supply of lower carbon 
products. 
Decrease in sales. 
Increase cost of goods.
Reduction in profit. 
Conducting regular 
consumer preference 
reviews. 
Reviewing strategy of our 
core brands (Briscoes and 
Rebel Sport) to ensure 
alignment with changes in 
consumer preferences. 
Ensuring product offering 
reflects current market 
demands. 
Making use of our current 
Direct to Customer 
program to trial low 
emissions/sustainable 
products.
Insurance
S
M
L
Orderly
Disorderly
Hot House
Maintaining existing or 
gaining new or additional 
insurance cover may 
become harder due to 
perceived climate risk.
Potential inability to gain 
insurance.  
May be unable to achieve 
the level of cover desired. 
Increased cost of 
insurance. 
Increase in cost of 
Directors & Officers 
Liability insurance.
Performing annual 
reviews of insurance 
coverage and policies. 
Assessing for 
vulnerabilities in insurance 
cover in relation to 
climate-related risks. 
Supply chain
S
M
L
Orderly
Disorderly
Hot House
Decline in available 
shipping routes to NZ 
(e.g. due to decrease 
in exports, availability 
of low carbon shipping 
alternatives etc). 
Unable to get goods to 
New Zealand. 
Need to source goods 
locally. 
Delays in supply chain.
Loss of sales and 
decrease in profit. 
Increased cost of goods. 
Increased supply chain 
costs. 
Working with existing 
supply chain stakeholders 
to better understand the 
implications of a changing 
climate on global freight. 
Continuing to monitor 
shipping availability and 
staying up to date with 
changes to the supply 
chain landscape.
Metrics & Targets
S
M
L
Orderly
Disorderly
Hot House
Completeness of 
emissions profile. 
Commitment to emissions 
reductions or NetZero 
targets. 
Emissions intensity 
of the organisation 
and achievement of 
reductions. 
Ability to decarbonise, 
cost of decarbonisation. 
Highly reliant on suppliers 
to meet Scope 3 
reduction targets. 
There will be increasing 
scrutiny on organisational 
disclosures and 
performance in 
decarbonisation. 
Completeness of Scope 
3 data and inherent 
limitations. 
Difficult supplier 
relationships as a result 
of supplier reluctance to 
reduce emissions. 
Inability to meet 
emissions reduction 
targets. 
Increased cost of 
compliance. 
Additional cost of carbon 
reduction/mitigation.  
Robust carbon emissions 
reduction road map 
developed. 
Program of work to 
improve quality of Scope 
3 data.  
Supplier engagement 
program to work with 
suppliers to measure 
emissions and set GHG 
reduction targets. 
Review metrics and 
targets used to monitor 
climate related risks 
to ensure they can be 
consistently reported over 
long-term. 
Look to expand scope of 
climate-related metrics 
and targets. 
S – Short-term (1-3years)   M – Medium-term (3-10years)   L – Long-term (>10years)
Low Risk
Medium Risk
High Risk
Category
Description 
Potential Impact  
Potential Financial Impact 
Building block action
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
35

KEY TRANSITION OPPORTUNITY
Markets and Products & Services
S
M
L
Orderly
Disorderly
Hot House
 
New market opportunities (diversification).  
Opportunity to develop/source and market low-
carbon products and services. 
Increased sales and profit. 
Potential for new operating segments. 
KEY PHYSICAL OPPORTUNITY
International influences from 
climate change and Greenhouse 
Gas mitigation preferences 
S
M
L
Orderly
Disorderly
Hot House
Immigration from Pacific and other Island countries 
(disaster responses, development). 
Migration will increase and New Zealand will 
increasingly be seen as a safer destination, 
increasing staff availability and product demand. 
 
Increase in sales and increase in profit. 
Greater access to labour due to growing 
population. 
S – Short-term (1-3years)      M – Medium-term (3-10years)    L – Long-term (>10years)
Low Opportunity
Medium Opportunity
High Opportunity
Category
Description 
Potential Impact  
KEY OPPORTUNITIES:
Internal capital deployment and funding:
The Group has not to date fully integrated all the climate-related risks and opportunities it has identified into its internal capital 
deployment and funding decision-making processes. However, where relevant they are informally considered.
Transition planning:
As mentioned above a key focus this year has been developing the first iteration of our climate transition plan. This plan details 
current and future actions, triggers for additional actions, associated resources, and responsibilities for implementation. This plan 
also incorporates our emissions reduction road map developed alongside our external expert ESG Strategy.  Although we have 
made considerable progress in this area, there is still work to be done and this plan will continue to evolve over the foreseeable 
future. 
Against our key climate-related risks above, we have included the Building block actions we have committed to in the first phase 
of our transition plan. Some of these actions have already begun and some will be initiated in the new financial year. While some 
actions may seem minor, they are essential ‘Building blocks’ for a climate-resilient future. They will provide us further insights 
into the anticipated financial impacts of our climate-related risks alongside the necessary long-term investments that may be 
required, guiding our future strategy.  
All Building block actions in our transition plan, such as the engagement of experts and those that expand the remit of our 
existing teams, are covered within our operating expenditure, and are considered in our annual budget setting process. Outside 
of the costs associated with these Building block actions, and previously approved capital expenditure (e.g. in relation to our 
Forklift electrification program), at present, we do not have funding specifically allocated towards climate transition activities. 
However, during the transition planning process, it was clear that many business-as-usual activities and existing capital 
investment decisions help to address the risks posed by a changing climate and align with our emissions reduction roadmap. 
When making large capital investment decisions, such as those in relation to our Distribution Centre, factors such as emission 
reductions are considered, however, they are not the key value driver for investment decisions.
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
36

Risk Management
The SWG performs an annual climate-related risk assessment based on the process described in the strategy section above. 
This process is repeated on at least an annual basis to ensure the identified risks, opportunities and management responses stay 
relevant and complete, and help us build resilience in our response to climate change.  
The scope of the climate-risk assessment covered Briscoe Group Support Office, our Briscoes Homeware and Rebel Sport store 
networks across New Zealand and our Distribution Centres. Consideration was also given to the wider value chain (our suppliers 
and distribution networks) as they have been, and will continue to be, affected by physical changes to the climate.  
The time horizons utilised in the climate-risk assessment process were:
•	 Short-term: 1 to 3 years  
•	 Medium-term: >3 to 10 years  
•	 Long term: > 10years
Our existing Briscoe Group risk assessment framework was used to determine risk ratings for the identified climate-related risks. 
Using our existing risk framework facilitates the inclusion of climate-related risks into our existing risk management process and 
enables comparability of climate-related risks with other types of risks within our business.  
Risks are prioritised using a 5x5 Risk Matrix consisting of two main dimensions: likelihood and Impact. Likelihood refers to the 
probability or chance of a risk occurring, while Impact relates to the potential severity or consequences of that risk. Principal 
risks identified from our climate-risk assessment process have now been incorporated into our corporate risk register. We define 
principal risks as those with a substantive financial or strategic impact on the business, medium/high likelihood of occurrence 
and medium/high potential impact on our performance. Our risk register tracks:
i.	 Description of the risk  
ii.	 Inherent risk and residual risk 
iii.	Risk profile (evaluation enabling prioritisation) 
iv.	Mitigations 
v.	 Board Oversight (monitoring)  
The Management Risk Committee, comprising the Managing Director, Chief Financial Officer, Chief Operating Officer, Finance 
Manager and Internal Audit Manager review the risk register quarterly and risk reporting is presented to the Audit & Risk 
Committee. Significant risks are discussed at Board meetings, or as required.
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
37

In FY24 we set the following Greenhouse gas reduction target: Briscoe Group commits to reduce absolute Scope 1 and 2 GHG 
emissions by 50% by 2030 from a 2023 base year and will work to net zero emissions by 2050.  
Our Scope 1 & 2 target was developed by a third-party expert (ESG Strategy) and based on the SBTi guidance at the time. SBTi 
offers a globally recognised framework for companies to set GHG emissions reduction targets that are consistent with the level 
of decarbonisation required to keep global temperature increase within 1.5°C above pre-industrial levels. While we believe our 
Scope 1 and 2 emissions reduction target is aligned with SBTi’s requirements, it has not been validated by them. The Groups 
target does not rely on any offsets; however our Scope 2 reduction target is largely reliant on the New Zealand energy grid 
becoming more renewable. 
This year the Group’s Scope 1 & 2 emissions decreased by 5.41% compared to FY24 and decreased 43.31% when compared to 
our FY23 base year.  Overall, Scope 1 emissions reduced by 20.69% in the current year primarily driven by:
Emissions from LPG used in forklifts: We have now replaced 86% of the internal combustion engine forklifts in our store network 
with electric units, the remaining units are scheduled to be replaced by then end of 2025. Some internal combustion units will 
remain in our Distribution Centre, however these will all be replaced when we move to our new site in 2026. 
Emissions from fuel purchased on staff fuel card: There are two factors responsible for the decrease in these emissions, one 
being that overall fuel purchased in FY25 was down 8.35% on last year and secondly the mix of this fuel purchased which was 
diesel decreased from 17% to 14%. The emissions factor related to petrol is lower than that for diesel. 
Emissions from refrigerant leakage: Although we saw a large decrease in these emissions this year, we expect them to fluctuate 
over the next few years as we work to replace our legacy HVAC units. We aim to service all Briscoe Group units at least once a 
quarter to minimise the amount of refrigerant gas lost into the atmosphere but sometimes this is outside of our control. 
Scope 2 emissions from Electricity use: This year saw a modest reduction of 3.63% in Scope 2 emissions. Work is underway 
to reduce our electricity consumption in store, with store refurbishments being completed in more sustainable designs 
incorporating elements such as LED lighting.
7.70%
10.80%
49.46%
Emissions from LPG 
used in forklifts 
Emissions from fuel purchased 
on staff fuel cards 
Emissions from 
refrigerant leakage
FY23 (Base year) 
Emissions (tCO2e) 
FY24  Emissions
(tCO2e) 
FY25  Emissions
(tCO2e)
FY25  vs FY24
FY25  vs Base
Year (FY23)
Scope 1 
212 
174 
138
(20.69)%
(34.91)%
Scope 2 (location-based)
2,531 
1,470 
1,417
(3.61)%
(44.01)% 
Total Reported Emissions  (Scope 1 and 2)
2,743 
1,644
1,555
(5.41)%
(43.31)%
tCO2e per $1m of Sales revenue 
3.49 
2.08
1.96
(5.77)%
(43.84)%
Metrics and Targets
Greenhouse Gas (GHG) Emissions
Briscoe Group’s GHG emissions inventory has been prepared in accordance with the Greenhouse Gas Protocol’s Corporate 
Accounting and Reporting Standard and ISO 14064-1:2018 - Greenhouse gases Part 1. We have used the operational control 
consolidation approach.  Ministry for the Environment (Mfe) 2024 emissions factors and Global Warming Potential (GWP) rates 
have been used in our calculations (Measuring emissions: A guide for organisations: 2024 detailed guide).
Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
38

Methodology and assumptions: 
Scope 1
Emissions Source:
Data Source: 
Method:
Assumptions:
Uncertainty:
Stationary combustion 
fuels (LPG used in 
forklifts)
Supplier invoices
Kilograms of LPG purchased 
x most relevant MfE LPG 
conversion factors. 
In FY25 a change was made 
to record LPG in Kilograms 
rather than litres and apply 
the stationary fuel emissions 
factor rather than a transport 
fuel factor. This change did 
not have a material impact 
and FY23 and FY24 have 
not been restated.
Quantity supplied is 
consumed in same period 
as purchase.
Supplier information is 
complete and accurate. 
Low
Mobile combustion 
fuels (Petrol and Diesel 
used in staff owned 
vehicles purchased via 
company fuel card)
Supplier invoices
Litre of fuel purchased x 
most relevant MfE fuel 
conversion factors.
Quantity supplied is 
consumed in same period 
as purchase. 
Driver behaviour and 
individual engine 
performance not 
considered.
Supplier information is 
complete and accurate.
Low
Fugitive Emissions 
(Refrigerant leakage 
based on top-up 
quantities)
Supplier invoices
Kilograms of Gas top-up 
x most relevant MfE gas 
conversion factors.
Supplier information is 
complete and accurate.
Low
Scope 2
Emissions Source:
Data Source: 
Method:
Assumptions:
Uncertainty:
Purchased electricity 
Electricity consumption data 
sourced directly from our 
electricity supplier.
The location-based 
approach was used to 
calculate Scope 2 emissions:
Quantity of purchased 
electricity by metered kWh 
(normalised to calendar 
month) x most relevant 
MfE purchased electricity 
conversion factor.
On average, the MfE 
annualised electricity 
conversion factor is 
representative of Briscoe 
Group consumption pattern. 
Electricity usage can be 
normalised to calendar 
month (i.e., electricity usage 
from multi-month invoices 
can be allocated to each 
month based on the average 
daily quantity over the 
invoiced period).
Low
Briscoe Group Limited Annual Report 2025  | Climate-Related Disclosures
39
Excluded Emissions Sources: 
Scope 1: Deisel used for Generator testing and LPG for staff BBQs at a limited number of the Groups sites have been excluded as 
they are deemed de minimis (immaterial, meaning less than 1% total emissions). 
Scope 2: Two stores where Electricity is on charged by the Landlord have been excluded as reliable usage data is not available. 
The usage at these two sites is deemed to immaterial to the overall footprint. 
Biogenic Emissions: The Group does not produce any biogenic emissions of CO2 from the combustion or biodegradation of 
biomass. 

Briscoe Group Limited Annual Report 2025 | Climate-Related Disclosures
40
Base year selection and Recalculation policy: 
FY23 was determined to be the appropriate base year for our calculations and Scope 1 and 2 emissions reduction target. 
Although prior to this year Briscoe Group had measured its emissions, in FY23 a more robust process in line with international 
standards was followed.  Methodology changes that impact our base year GHG emissions 5% or greater, are considered material 
and will trigger the adjustment of our base year emissions.  This includes updated emission factors, improved data access, and 
updated calculation methods or protocols. There have been no recalculations to the FY23 base year in FY25. 
Assurance of Greenhouse Gas Emissions: 
McHugh & Shaw Limited has independently verified emissions for FY25. We have obtained reasonable assurance over our 
Scope 1 and 2 emissions. More information on the scope can be found in the assurance report provided by McHugh & Shaw on 
page 41-43 of this report. 
Scope 3 emissions 
Consistent with retailers globally, we have identified that Scope 3 emissions make up the majority of our overall emissions 
profile. These emissions are difficult to measure and influence as they are outside our direct control and span complex 
interconnected supplier networks and geographies.  
We have identified that the categories for which we have the most work to do are Category 1: Purchased goods and services 
and Category 11: Use of sold products. Until we can uncouple the growth of our business and emissions, a challenge faced by 
many companies and economies globally, we can expect these emissions to continue to increase overall in the short term.  
Given the complexity of the Scope 3 calculations, we have made the decision to make use of the additional relief provided by 
the External Reporting Board and use Adoption provision 4 for a second year. This is to allow ourselves more time to deepen our 
understanding of our Scope 3 emissions profile and improve the quality of the data and assumptions used in our calculations. 
A meaningful reduction in Scope 3 emissions will not be possible without the collaboration of our supply chain. We have a 
well-established ethical supplier program which we have begun utilising to engage with our suppliers on their carbon footprints 
and emissions reduction targets, and internally we are working with our experts to formalise a supplier engagement program in 
relation to carbon emissions. Once formalised, this program will allow us to ensure our suppliers are working towards measuring 
their emissions and setting Science-aligned reduction targets of their own. 
Other Metrics and Targets 
We do not currently use an internal emissions price.  
We do not currently track any other climate-related metrics beyond GHG emissions.  
As we gain a deeper understanding of our climate related risks and opportunities, and our transition plan evolves, we will 
consider if further metrics are required to both measure and monitor climate-related risks across our business. These metrics 
may focus on evaluating the proportion of assets and operations vulnerable to transitional and physical climate risks and aligning 
business activities with climate-related opportunities. 
Management remuneration has not yet been linked directly to climate-related risks and opportunities. As our understanding of 
our climate-related risks and opportunities evolves, we will look to explore the appropriate weighting this should have on overall 
management remuneration.  

 
PO Box 31-095, Ilam, Christchurch, 8444, New Zealand. Ph 021 453 752 
info@mchugh-shaw.co.nz    •    www.mchugh-shaw.co.nz 
INDEPENDENT ASSURANCE REPORT ON BRISCOE GROUP LIMITED’S GREENHOUSE 
GAS (GHG) DISCLOSURES 
TO THE DIRECTORS OF BRISCOE GROUP LIMITED 
Our Assurance Conclusion 
Reasonable Assurance Conclusion  
In our opinion, the gross GHG emissions, additional required disclosures of gross GHG emissions, and gross 
GHG emissions methods, assumptions and estimation uncertainty, within the scope of our reasonable 
assurance engagement (as outlined below) included in the climate statements for the year ended 26 January 
2025, are fairly presented and prepared, in all material respects, in accordance with Aotearoa New Zealand 
Climate Standards (NZ CSs) issued by the External Reporting Board (XRB), as explained on page 28 of the 
climate statements.   
Scope of the Assurance Engagement 
We have undertaken a reasonable assurance verification engagement over the following GHG disclosures 
within the climate statements for the year ended 26 January 2025: 
• GHG Emissions Scope 1/ISO Category 1, 138 tCO2e, on page 38. 
• GHG Emissions Scope 2/ISO Category 2, 1,417 tCO2e, on page 38. 
Our assurance was limited to the GHG statement and did not include statutory financial statements. Our 
assurance is limited to policies, and procedures in place as of 8 April 2025, ahead of the publication of Briscoe 
Group Limited’s (the Group) climate-related disclosure for FY2025. 
Our assurance was limited to the GHG statement and did not include statutory financial statements. Our 
assurance engagement does not extend to any other information included, or referred to, in the climate 
statements and is confined to the information on pages 38 to 40 of the Annual Report We have not performed 
any procedures with respect to the excluded information and, therefore, no conclusion is expressed on it.  
Key Matters to the GHG Assurance Engagement 
We have determined that there are no key audit matters or emphasis of matter to be communicated in this 
report.  
Other Matters 
• The previous reporting year was not subject to assurance. 
Comparative Information  
The comparative GHG disclosures (that is GHG disclosures for the period ended 29 January 2023 and 28 
January 2024) have not been subject to assurance. As such, these disclosures are not covered by our assurance 
conclusion. 
Materiality 
Based on our professional judgement, determined quantitative materiality for the GHG disclosures is 1% for 
individual emission sources, and not totalling more than 5%. Qualitative materiality has been determined with 
Briscoe Group Limited Annual Report 2025  | Independent Assurance Report GHG
41

Briscoe Group Limited Annual Report 2025  | Independent Assurance Report GHG
42
 
due consideration to relevance to users of the climate statement, as well as the potential impact of omission, 
misstatement, or obscurement of any information.  
Competence and Experience of the Engagement Team 
Our work was carried out by an independent and multi-disciplinary team including sustainability assurance 
and environmental practitioners. The assurance lead retains overall responsibility for the assurance conclusion 
provided. 
Briscoe Group Limited’s Responsibilities for the GHG Disclosures 
The Group is responsible for the preparation and fair presentation of the GHG disclosures in accordance with 
the Aotearoa New Zealand Climate Standards (NZ CSs). This responsibility includes designing, implementing 
and maintaining a data management system relevant to the preparation and fair presentation of GHG 
disclosures that is free from material misstatement. 
Inherent Uncertainty in Preparing GHG Disclosures 
As discussed on page 28 of the climate statements the GHG quantification is subject to inherent uncertainty 
because of incomplete scientific knowledge used to determine emissions factors and the values needed to 
combine emissions of different gases. 
Our Responsibilities 
Our responsibility is to express an opinion on the GHG disclosures based on our verification. We are 
responsible for planning and performing the verification to obtain assurance that the onsite GHG disclosures 
are free from material misstatement. 
As we are engaged to form an independent conclusion on the GHG disclosures prepared by management, we 
are not permitted to be involved in the preparation of the GHG information as doing so may compromise our 
independence. 
Other Relationships 
In addition to the provision of the assurance engagement over the GHG statement we also have the following 
relationships, or interests, in the Group, which did not compromise our overall independence: 
• Subject to certain restrictions, the employees of our firm may also deal with the two subsidiaries 
within the ordinary course of trading activities of the business of Rebel Sport and Briscoes retail 
stores.  
Independence and Quality Management Standards Applied 
This assurance engagement was undertaken in accordance with NZ SAE 1 Assurance Engagements over 
Greenhouse Gas Emissions Disclosures issued by the External Reporting Board (XRB). NZ SAE 1 is founded on 
the fundamental principles of independence, integrity, objectivity, professional competence and due care, 
confidentiality, and professional behaviour. 
Professional and ethical standards are held in high regard and our quality management system aligns with the 
standards ISO 9001:2015 and ISO 14065:2020 and we comply with the Carbon and Energy Professionals New 
Zealand Code of Ethics and Code of Professional Conduct. 
Summary of Work Performed 
Our verification strategy used a combined data and controls testing approach. Evidence-gathering procedures 
included but were not limited to: 
• Enquiries of management to obtain an understanding of the overall governance and internal control 
Independent Assurance Report NZ SAE 1 

Briscoe Group Limited Annual Report 2025  | Independent Assurance Report GHG
43
 
environmental, risk management processes and procedures relevant to GHG information;  
• Evidence to support the reporting boundaries, organisational and legal structure reported;  
• Recalculation of the GHG emissions;  
• Analytical review and trend analysis of the GHG information;  
• Evaluation of relationships among GHG and non-GHG data;  
• Interview of personnel involved in data collection;  
• Review of emissions factors used within the calculations for source appropriateness;  
• Review of uncertainty and data quality;  
• Review of the assumptions, estimations and quantification methodologies; and 
• Seeking written representation from governance on key assertions. 
Reasonable Assurance Conclusion 
Our reasonable assurance verification engagement was performed in accordance with NZ SAE 1, and ISO 
14064-3: 2019 – Specification with guidance for the verification and validation of greenhouse gas statements, 
issued by the International Organization for Standardization (ISO). This requires that we comply with ethical 
requirements (as outlined above), and plan and perform the verification to obtain reasonable assurance 
(Scope 1 & 2) that the GHG disclosures are free from material misstatement. 
Reasonable Assurance Procedures 
• 
Sample testing, tracing and retracing of data trails back to primary data including vehicle fuel, LPG, refrigerant loss and 
electricity records.  
• 
Site visits to inspect the completeness of the inventory including interview of site personnel to confirm operational 
behaviour, any standard operating procedures and sample of site-based records. 
The data examined during the verification were historical in nature. We believe that the evidence we have 
obtained is sufficient and appropriate to provide a basis for our opinion. 
 
 
 
Jeska McHugh, Assurance Lead 
CEP NZ Certified Carbon Auditor (#CCA1005) 
McHugh & Shaw Limited 
Natalie Clee, Independent Reviewer  
Deilen Deri Consultancy Ltd 
On behalf of McHugh & Shaw Limited 
Christchurch, New Zealand 
8 April 2025 
Auckland, New Zealand 
8 April 2025 
 
 
 
 
 
 
This report including the opinion expressed herein, is issued to the Directors of Briscoe Group Limited in accordance with the terms 
of our agreement for the purpose of disclosing GHG emissions. We consent to the release of this report by you to interested parties, 
but we disclaim any assumption of responsibility for any reliance on this report by any other party than for which it was prepared.  
Independent Assurance Report NZ SAE 1 



For the period ended 26 January 2025
Introduction
These financial statements have been presented in a style which attempts to make them less complex and more relevant to 
shareholders. 
We have grouped the note disclosures into six sections:
1. Basis of Preparation
2. Performance
3. Operating Assets and Liabilities
4. Investments
5. Financing and Capital Structure
6. Other Notes 
Each section sets out the accounting policies applied to the relevant notes. 
The purpose of this format is to provide readers with a clearer understanding of the financial affairs of the Group. 
Accounting policies have been shown in blue font for easier identification.
 
For the 52 week period ended 26 January 2025
Consolidated
Financial
Statements
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
46

 
Table of Contents
Consolidated Financial Statements
Directors’ Approval of Consolidated Financial Statements
49
Consolidated Income Statement
50
Consolidated Statement of Comprehensive Income
51
Consolidated Balance Sheet
52
Consolidated Statement of Cash Flows
53
Consolidated Statement of Changes in Equity
55
Notes to the Consolidated Financial Statements:
1. Basis of Preparation
56
1.1  General Information
56
1.2  Material Accounting Policies
56
2. Performance
58
2.1  Segment Information
58
2.2  Income and Expenses
60
2.3  Taxation
61
2.3.1 Taxation – Income statement
61
2.3.2 Taxation – Balance sheet
62
2.3.3 Imputation credits
63
2.4  Earnings Per Share
63
3. Operating Assets and Liabilities
64
3.1  Working Capital
64
3.1.1 Cash and cash equivalents
64
3.1.2 Trade and other receivables
64
3.1.3 Inventories
64
3.1.4 Trade and other payables
65
3.2 Property, Plant and Equipment
66
3.3  Intangible Assets
67
3.4  Leases
68
3.4.1 Right-of-use assets
68
3.4.2 Lease liabilities
69
3.4.3 Lease liabilities maturity analysis
69
3.4.4 Lease related expenses included in the income statement
69
3.4.5 Lease payments included in the cashflow statement
69
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
47

4. Investments
70
4.1  Investment in Equity Securities
70
5. Financing and Capital Structure
71
5.1  Interest Bearing Liabilities
71
5.2  Financial Risk Management
71
5.2.1 Derivative financial instruments
71
5.2.2 Credit risk
72
5.2.3 Interest rate risk
72
5.2.4 Liquidity risk
72
5.2.5 Market risk
73
5.2.6 Sensitivity analysis
75
5.3  Equity	
76
5.3.1 Capital risk management
76
5.3.2 Share capital
76
5.3.3 Dividends
77
5.3.4 Reserves and retained earnings
77
6.  Other Notes
78
6.1  Related Party Transactions
78
6.1.1 Parent and ultimate controlling company
78
6.1.2 Key management personnel	
78
6.1.3 Directors’ fees and dividends	
79
6.2  Employee Equity-Based Remuneration
80
6.2.1 Equity-settled performance rights
80
6.2.2 Equity-based remuneration reserve
82
6.3  Events After Balance Date
82
6.4  New Accounting Standards
83
Independent Auditor’s Report
84
 
For the 52 week period ended 26 January 2025
Table of Contents
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
48

Authorisation for Issue 
The Board of Directors authorised the issue of these Consolidated Financial Statements on 11 March 2025.
Approval by Directors 
The Directors are pleased to present the Consolidated Financial Statements for Briscoe Group Limited for the 52 
week period ended 26 January 2025. (Comparative period is for the 52 week period ended 28 January 2024).
11 March 2025
For and on behalf of the Board of Directors
Dame Rosanne Meo 
CHAIR	
	
Rod Duke 
GROUP MANAGING DIRECTOR 
Directors’ Approval of Consolidated Financial Statements 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
49

Notes
Period ended
26 January 2025
$000
Period ended
28 January 2024 
$000
Sales revenue
         791,469
         791,953
Cost of goods sold
             (471,928) 
             (456,191) 
Gross profit
         319,541
         335,762
Other operating income
2.2
275
                 3,574 
Store expenses
               (124,231) 
               (123,899) 
Administration expenses
(91,184) 
(89,141) 
Earnings before interest and tax
104,401
126,296
Finance income
                 6,127 
                 6,209 
Finance cost
(15,451) 
(15,224) 
Net finance cost
5.1
                 (9,324) 
                 (9,015) 
Profit before income tax
              95,077 
              117,281 
Income tax expense
2.3.1
              (34,443) 
              (33,060) 
Net profit attributable to shareholders
             60,634
             84,221
Earnings per share for profit attributable to shareholders:
Basic earnings per share (cents)	
2.4
27.2
37.8
Diluted earnings per share (cents)
2.4
27.2
37.8
The above consolidated income statement should be read in conjunction with the accompanying notes.  
Consolidated Income Statement 
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
50

Notes
Period ended
26 January 2025
$000
Period ended
28 January 2024 
$000
Net Profit attributable to shareholders
60,634
            84,221
Other comprehensive income:
Items that will not be subsequently reclassified  
to profit or loss:
Change in value of investment in equity securities
4.1
(14,643) 
(15,842) 
Items that may be subsequently reclassified to  
profit or loss:
Fair value gain taken to the cashflow hedge reserve
4,454
                 6,196 
Deferred tax on fair value gain taken to cashflow  
hedge reserve
2.3.2
        (1,247)
                           (1,735)
Total other comprehensive income/(loss)
               (11,436)
                 (11,381)
Total comprehensive income attributable  
to shareholders
                 49,198 
                 72,840 
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Consolidated Statement of Comprehensive Income 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
51

 
As at 26 January 2025
Notes
As at
26 January 2025 
$000
As at
28 January 2024 
$000
ASSETS
Current assets
Cash and cash equivalents
3.1.1
142,401
175,441
Trade and other receivables
3.1.2
6,830
7,738
Inventories
3.1.3
99,696
104,868
Derivative financial instruments
5.2.5
3,058
548
Total current assets
251,985
288,595
Non-current assets
Property, plant and equipment
3.2
177,520
132,810
Intangible assets
3.3
2,329 
2,078 
Right-of-use assets
3.4.1
230,263 
245,318 
Deferred tax
2.3.2
9,990
17,309
Investment in equity securities
4.1
20,403 
35,046 
Total non-current assets
440,505
432,561
TOTAL ASSETS
692,490
721,156
LIABILITIES
Current liabilities
Trade and other payables
3.1.4
109,301
106,292 
Lease liabilities
3.4.3
20,674
19,850 
Taxation payable
2.3.2
5,247
8,316 
Derivative financial instruments
5.2.5
34 
259 
Total current liabilities
135,256
   134,717
Non-current liabilities
Trade and other payables
3.1.4
1,411
 1,241
Lease liabilities
3.4.3
256,028
                      269,330 
Total non-current liabilities
257,439
270,571
TOTAL LIABILITIES
392,695
405,288
NET ASSETS
299,795
315,868 
EQUITY
Share capital
5.3.2
62,435
62,344
Cashflow hedge reserve
5.2.5
   2,250
   250
Equity-based remuneration reserve
6.2.2
925
701
Other reserves
5.3.4
                      (67,450) 
                      (52,807) 
Retained earnings
301,635
305,380
TOTAL EQUITY
299,795
315,868
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
Consolidated Balance Sheet
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
52

Notes
Period ended  
26 January 2025 
$000
Period ended 
28 January 2024 
$000
OPERATING ACTIVITIES
Cash was provided from
Receipts from customers
791,496
           792,313 
Rent received
155
                  105 
Dividends received
6
2,885
Interest received 
6,936
               5,484 
Insurance recovery
114
                     110 
798,707
           800,897
Cash was applied to
Payments to suppliers
(521,507)
            (492,773) 
Payments to employees
(104,000)
(95,016) 
Interest paid
(15,451)
(15,224) 
Net GST paid
(17,125)
       (36,958) 
Income tax paid
(30,922)
        (37,620) 
(689,005)
 (677,591) 
Net cash inflows from operating activities
109,702
           123,306
INVESTING ACTIVITIES
Cash was provided from
Proceeds from sale of property, plant and equipment
49
              16
              49
              16
Cash was applied to
Purchase of property, plant and equipment
3.2
(56,466)
            (13,582) 
Purchase of intangible assets
(1,695)
(1,477) 
Investment in equity securities 
4.1
-
-
(58,161)
 (15,059) 
Net cash outflows from investing activities
(58,112)
 (15,043) 
FINANCING ACTIVITIES
Cash was applied to
Dividends paid
5.3.3
(64,609)
             (63,488) 
Lease liability payments
(20,064)
(19,389) 
(84,673)
(82,877) 
Net cash outflows from financing activities
(84,673)
(82,877) 
Net (decrease)/increase in cash and cash equivalents
(33,083)
              25,386 
Cash and cash equivalents at beginning of period
175,441
               149,874
Effect of exchange rate changes on cash and cash equivalents
43
181 
Cash and cash equivalents at period end
3.1.1
142,401
           175,441
Consolidated Statement of Cash Flows  
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
53

Consolidated Statement of Cash Flows (continued) 
Period ended
26 January 2025
$000
Period ended
28 January 2024 
$000
Reported net profit attributable to shareholders
60,634
            84,221 
Items not involving cash flows
Depreciation and amortisation expense
35,798
34,835 
Deferred tax adjustment
7,374
-
Bad debts and movement in doubtful debts
(79)
                  (44)
Inventory adjustments
(2,607)
               (1,342) 
Amortisation of equity-based remuneration
497
                                391
Loss on disposal/surrender of assets
6
62
40,989
             33,902
Impact of changes in working capital items
Decrease/(increase) in trade and other receivables
987
(1,510) 
Decrease in inventories
7,779
           14,266 
Decrease in taxation payable
(3,069)
               (2,992) 
Increase/(decrease) in trade payables
1,233
(4,767) 
Increase in other payables and accruals
1,149
186   
8,079
           5,183 
Net cash inflow from operating activities
109,702
         123,306 
NET DEBT RECONCILIATION
Period ended
26 January 2025
$000
Period ended
28 January 2024
$000
Cash and cash equivalents at period end
142,401
175,441
Lease liabilities
Opening value
(289,180)
(284,969) 
Cash flows
20,064
19,389 
Lease acquisitions
(7,586)
(27,273) 
Lease surrenders
-
3,673 
Total lease liabilities at period end
(276,702)
(289,180)
Net debt reconciliation
(134,301)
(113,739)
 
For the 52 week period ended 26 January 2025
RECONCILIATION OF NET CASH FLOWS FROM 
OPERATING ACTIVITIES TO REPORTED NET PROFIT
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
54

Notes
Share 
Capital 
$000
Cashflow
Hedge
Reserve
Equity-Based
Remuneration
Reserve
Other
Reserves
$000
Retained 
Earnings 
$000
Total 
Equity 
$000
$000
$000
Balance at 29 January 2023
62,136 
(1,869)
575
(36,965)
284,647
308,524
Transfer of hedging gains/losses upon 
settlement of forward contracts net of tax
-
(2,342)
-
-
-
(2,342)
Net profit attributable to shareholders for the 
period
-
-
-
-
84,221
84,221
Other comprehensive income:
Change in value of investment in equity 
securities
4.1
-
-
-
(15,842)
-
(15,842)
Net fair value loss taken through cashflow 
hedge reserve
-
4,461
-
-
-
4,461
Total comprehensive (loss)/income for the                    
period
-
4,461
-
(15,842)
        84,221
72,840
Transactions with owners:
Dividends paid
5.3.3
-
-
-
-
(63,488) 
(63,488)
Performance rights charged to income 
statement
6.2.1
-
-
391
-
-
               
391 
Performance rights vested
5.3.2/6.2
208
-
(208)
-
-
-
Performance rights forfeited
6.2.2
-
-
-
-
-
-
Deferred tax on equity-based remuneration
2.3.2/6.2.2
-
-
(57)
-
-
(57)
Balance at 28 January 2024
62,344
250
701
(52,807)
305,380 
315,868 
Transfers of hedging gains/losses upon 
settlement of forward contracts net of tax
-
(1,207)
-
-
-
(1,207)
Net profit attributable to shareholders for the 
period
-
-
-
-
60,634
60,634
Other comprehensive income:
Change in value of investment in equity 
securities
4.1
-
-
-
(14,643)
-
(14,643)
Net fair value loss taken through cashflow 
hedge reserve
-
       
3,207 
-
-
-
3,207
Total comprehensive (loss)/income for the 
period
-
3,207   
-
(14,643)
60,634
49,198   
Transactions with owners:
Dividends paid
5.3.3
-
-
-
-
(64,609)
(64,609) 
Performance rights charged to income 
statement
6.2.1
-
-
497
-
-
497 
Performance rights vested
5.3.2/6.2
91
-
(91)
-
-
              -
Performance rights forfeited
6.2.2
-
-
           (230)
-
230
              -
Deferred tax on equity-based remuneration
2.3.2/6.2.2
-
-
48
-
-
48
Balance at 26 January 2025
62,435 
2,250 
925 
(67,450)
301,635
299,795
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity  
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
55

1. Basis of Preparation
This section presents a summary of information considered relevant and material to assist the reader in understanding 
the foundations on which the financial statements as a whole have been compiled. Accounting policies specific to 
notes shown in other sections are included as part of that particular note.
1.1 General Information
Briscoe Group Limited (the Company) and its subsidiaries (together the Group) is a retailer of homeware and sporting goods. The 
Company is a limited liability company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange 
(NZX). Briscoe Group Limited is registered under the Companies Act 1993 and is an FMC Reporting Entity under Part 7 of the 
Financial Markets Conduct Act 2013. The address of its registered office is 1 Taylors Road, Morningside, Auckland. The Company is 
registered in Australia as a foreign company under the name Briscoe Group Australasia Limited and is listed on the Australian Securities 
Exchange as a foreign exempt entity. (NZX / ASX code: BGP). 
The financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets 
Conduct Act 2013 and the NZX Main Board Listing Rules.  
These audited consolidated financial statements have been approved for issue by the Board of Directors on 11 March 2025. Certain 
comparative balances have been amended for consistency with the treatment in the 26 January 2025 consolidated financial 
statements, refer to note 5.2.5 for further details. 
1.2 Material Accounting Policies
These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP). 
They comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial 
Reporting Standards, as appropriate for for-profit entities. The consolidated financial statements also comply with International 
Financial Reporting Standards Accounting Standards (IFRS Accounting Standards). 
The consolidated financial statements are presented in New Zealand dollars which is the Company’s functional currency and the 
Group’s presentation currency. All financial information has been presented in thousands, unless otherwise stated.
The material accounting policies adopted in the preparation of the financial report are set out below. These policies have been 
consistently applied to all the periods presented, unless otherwise stated. 
Entities reporting 
The consolidated financial statements reported are for the consolidated Group which is the economic entity comprising Briscoe Group 
Limited and its subsidiaries. The Group is designated as a for-profit entity for the purposes of complying with GAAP.
Reporting period 
These consolidated financial statements are in respect of the 52-week period 29 January 2024 to 26 January 2025 and provide a 
balance sheet as at 26 January 2025. The comparative period is in respect of the 52-week period 30 January 2023 to 28 January 
2024. The Group operates on a weekly trading and reporting cycle resulting in 52 weeks for most years with a 53-week period 
occurring once every 5-6 years.
Principles of consolidation 
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or 
has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the 
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from 
the date that control ceases.
 
For the 52-week period ended 26 January 2025
Notes to the Consolidated Financial Statements
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
56

Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. 
Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies adopted by the Company. 
Subsidiaries
 Activity
2025 Interest
2024 Interest
Briscoes (New Zealand) Limited
Homeware retail
100%
100%
The Sports Authority Limited (trading as Rebel Sport)
Sporting goods retail
100%
100%
Rebel Sport Limited
Name protection
100%
100%
Living and Giving Limited
Name protection
100%
100%
All companies above are incorporated in New Zealand and have a balance date consistent with that of the Company as outlined in the 
accounting policies.
Historical cost convention 
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain 
assets as identified in specific accounting policies detailed throughout these financial statements.
Critical accounting judgements and estimates 
In the process of applying the Group’s accounting policies and the application of accounting standards, a number of estimates 
and judgements have been made. The estimates and underlying assumptions are based on historical experience and adjusted for 
current market conditions and other factors, including expectations of future events that are considered to be reasonable under 
the circumstances. If outcomes within the next financial period are significantly different from assumptions, this could result in 
adjustments to carrying amounts of the asset or liability affected.
Further explanation as to estimates and assumptions made by the Group can be found in the notes to the financial statements:   
Areas of judgement and estimation
Note
Key estimates
Inventories
3.1.3
Inventory provision
Leases
3.4
Incremental borrowing rate
Climate related risks  
The Group monitors its exposure to Climate-related risks and reviews its Climate-related risk assessment annually. As part of this 
annual assessment, we have not identified any material impacts requiring specific disclosure in the financial statements. The identified 
climate-related risks and opportunities including both physical and transitional impacts have been considered as part of the above 
critical accounting judgements and estimates.
Foreign currency translation 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-
end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, 
except when deferred in which case they are recognised in other comprehensive income as qualifying cash flow hedges.
1. Basis of Preparation 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
57

This section reports on the results and performance of the Group, providing additional information about individual 
items, including performance by operating segment, revenue, expenses, taxation and earnings per share.
2.1 Segment Information
An operating segment is a component of an entity that engages in business activities which earns revenue and incurs expenses and 
for which the chief operating decision maker (CODM) reviews the operating results on a regular basis and makes decisions on resource 
allocation. The Group has determined its CODM to be the group of executives comprising the Managing Director, Chief Operating 
Officer, Chief Financial Officer and the Chief People Officer. 
The Group is organised into two reportable operating segments, namely homeware and sporting goods, reflecting the different retail 
sectors within which the Group operates. The Company is considered not to be a reportable operating segment. Eliminations and 
unallocated amounts as shown below are primarily attributable to the Company. There were no inter-segment sales in the period 
(2024: Nil).
Information regarding the operations of each reportable operating segment is included below. Segment profit represents the profit 
earned by each segment and is extracted from the income statements associated with the two trading subsidiary companies, Briscoes 
(New Zealand) Limited and The Sports Authority Limited (trading as Rebel Sport). Earnings before interest and tax (EBIT) is a non-
GAAP measure and used by CODM to assess the performance of the operating segments. This measure should not be viewed in 
isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. This non-GAAP financial measure may not 
be comparable to similarly titled amounts reported by other companies. 
For the period ended 26 January 2025
Homeware
Sporting 
goods
Eliminations/
Unallocated
Total Group
$000
$000
$000
$000
INCOME STATEMENT
 
Sales revenue
489,810
            301,659 
-
791,469
Cost of goods sold
(293,980)
(177,948)
-
(471,928)
Gross profit
195,830
123,711
-
319,541
Earnings before interest and tax
56,529
44,229
3,643
104,401
Finance income
1,121
4,239
767
6,127
Finance costs
(10,271)
(5,177) 
                    (3) 
(15,451)
Net finance cost
(9,150)
              (938) 
                  764 
(9,324)
Income tax expense
(20,944)
            (12,133) 
              (1,366) 
(34,443)
Net profit after tax
26,435
              31,158 
3,041
60,634
BALANCE SHEET ITEMS:
Assets
396,548
266,135
             29,8071.
692,490
Liabilities
264,082
142,631
(14,018)
392,695
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and  
equipment, intangibles and investments
53,106
5,055
-
58,161
Depreciation and amortisation expense
23,022
12,776
-
35,798
$000
1.  Investment in equity securities
23,187
Intercompany eliminations
(22,650)
Other balances
29,270
29,807
 
For the 52 week period ended 26 January 2025
2. Performance
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
58

2. Performance
For the period ended 28 January 2024
Homeware
Sporting 
goods
Eliminations/
Unallocated
Total Group
$000
$000
$000
$000
INCOME STATEMENT
Sales revenue
490,116
301,837
-
791,953
Cost of goods sold
(279,034)
(177,157)
-
(456,191)
Gross profit
211,082
124,680
-
335,762
Earnings before interest and tax
75,267
44,764
6,265
126,296
Finance income
1,418
4,024
767
6,209
Finance cost
(10,178)
(5,043)
(3)
(15,224)
Net finance costs
(8,760)
(1,019)
                       764 
(9,015)
Income tax expense
(18,873)
(12,254)
                (1,933) 
(33,060)
Net profit after tax
47,634
31,491
5,096
84,221
BALANCE SHEET ITEMS:
Assets
379,270
282,560
59,3261.
721,156
Liabilities
256,861
143,988
                4,439 
405,288
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and  
equipment, intangibles and investments
10,826
4,233
-
15,059
Depreciation and amortisation expense
22,386
12,449
-
34,835
$000
1.  Investment in equity securities
   37,829
Intercompany eliminations 
(7,432)
Other balances
28,929
59,326
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
59

2.2 Income and Expenses
Revenue recognition 
Revenue comprises the fair value of consideration received or receivable for the sale of goods and services, net of Goods and Services 
Tax (GST), and discounts and after eliminating sales within the Group. Revenue is recognised as follows:
Sales of goods - retail 
For all sales, control is considered to pass to the customer at the point when the customer can use or otherwise benefit from the goods 
and services. For in-store sales, control passes to the customer at point of sale. For online sales, the order along with delivery to the 
customer are considered to comprise a single performance obligation, therefore control is considered to pass to the customer on 
delivery of the goods. Retail sales are predominantly by credit card, debit card or in cash. 
Rental income 
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the period of the lease.
Interest income 
Interest income is recognised on a time-proportionate basis using the effective interest method
Dividend income 
Dividend income is recognised when the right to receive the dividend is established.
Profit before income tax includes the following specific income and expenses:
Period ended 
26 January 2025
Period ended 
28 January  2024
$000
$000
Income
Rental income
155
105
Dividends received
6
2,885
Insurance recovery
114
110
Gain on lease surrender
-
474
Expenses
Depreciation of property, plant and equipment	
11,713
10,985
Amortisation of software costs
1,444
1,393
Depreciation of right-of-use assets
22,641
22,457
Interest on leases
15,448
15,220
Operating lease rental expense
37
56
Wages, salaries and other short-term benefits
97,399
99,133
Equity-based remuneration (refer also Note 6.2)
497
391
Amounts paid to auditors: 
        Statutory Audit
165
156
        Half year review
55
47
2. Performance
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
60

2.3 Taxation
Current and deferred income tax 
The income tax expense for the period is the tax payable on the current period’s taxable income based on the income tax rate adjusted 
by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and 
their carrying amounts in the financial statements. 
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in 
New Zealand, being the country where the Group operates and generates taxable income. The Group periodically evaluates positions 
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions 
where appropriate on the basis of amounts expected to be paid to the tax authorities. 
Deferred income tax is provided in full, using the liability method, on temporary differences arising between tax bases of assets and 
liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and 
laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred 
income tax asset is realised or the deferred income tax liability is settled. 
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the 
temporary differences can be utilised. 
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when 
the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset when the entity has a legal 
enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. 
Goods and Services Tax (GST) 
The income statement, statement of comprehensive income and statement of cash flows have been prepared so that all components 
are stated exclusive of GST. All items in the balance sheet are stated net of GST, with the exception of trade receivables and trade 
payables, which include GST invoiced.
2.3.1  Taxation – Income statement
The total taxation charge in the income statement is analysed as follows:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
(a) Income tax expense
Current tax expense:
Current tax
26,887
33,383
Adjustments for prior periods
967
1,245
27,854
34,628
Deferred tax expense:
Decrease/(increase) in future tax benefit current period
161
(309)
Tax effect of legislative changes1.
7,374
-
Adjustments for prior periods	
(946)
(1,259)
6,589
(1,568)
Total income tax expense
34,443
33,060
2. Performance 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
61

2. Performance
 
For the 52 week period ended 26 January 2025
Period ended
26 January 2025
$000
Period ended
28 January 2024
$000
(b) Reconciliation of income tax expense to tax rate  
       applicable to profits
Profit before income tax expense
95,077
117,281
Tax at the corporate rate of 28% (2024: 28%)
26,622
32,839
Tax effect of amounts which are either non-deductible  
or non-assessable in calculating taxable income
426 
235 
Tax effect of legislative changes1.
7,374
-
Prior period adjustments
            21 
(14)
Total income tax expense
    34,443 
33,060
1. During the year, the New Zealand government passed legislation to remove commercial building depreciation for tax purposes. As a result of the legislation change, the 
deferred tax liabilities have increased by $7,373,537 with a corresponding increase in tax expense of $7,373,537 as the tax base of the Company’s buildings has reduced to 
nil. 
The Group has no tax losses (2024: Nil) and no unrecognised temporary differences (2024: Nil).
2.3.2  Taxation – Balance sheet
(a) Deferred Taxation
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the current 
and prior period:
Depreciation
Provisions
Derivative 
financial
instruments
Right of use 
 asset
Lease
 liability
Total
$000
$000
$000
$000
$000
$000
At 29 January 2023
191
4,149
727
(68,236)
79,791
16,622
Recognised in the income statement
181
661
-
(453)
1,179
1,568
Recognised in equity
-
(57)
911
-
-
854
Recognised in other comprehensive income
-
-
(1,735)
-
-
(1,735)
At 28 January 2024
372
4,753
(97)
(68,689)
80,970
17,309
Recognised in the income statement
(7,007)
(304)
-
4,215
(3,493)
(6,589)
Recognised in equity
-
48
469
-
-
517
Recognised in to other comprehensive income
-
-
(1,247)
-
-
(1,247)
At 26 January 2025
        (6,635) 
4,497
(875)
(64,474)
77,477
9,990
(b) Taxation payable 
The following is the analysis of the movements in the taxation payable balance during the current and prior period:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Movements:
Balance at beginning of period
(8,316)
(11,308)
Current tax 
(27,854)
(34,628)
Tax paid
30,488
37,195
Foreign investor tax credit (FITC)
435
425
Balance at end of period
(5,247)
              (8,316) 
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
62

2.3.3  Imputation credits
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Imputation credits available for use in  
subsequent accounting periods:
              145,980 
               142,436 
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
•	 Imputation credits that will arise from the payment of the provision for income tax,
•	 Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date, and
•	 Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The consolidated amounts include imputation credits that would be available to the Company if subsidiaries paid dividends.
2.4  Earnings per share
Earnings per share (EPS) is the amount of post-tax profit attributable to each share. 
Basic EPS is computed by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares on 
issue during the period. 
 
Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the Basic EPS. These 
are in the form of performance rights. Diluted EPS is therefore computed by dividing the net profit attributable to shareholders by 
the weighted average number of ordinary shares on issue during the period, adjusted to include the potentially dilutive effect if 
performance rights to issue ordinary shares were exercised and converted into shares. 
Period ended
26 January 2025
Period ended
28 January 2024
Net profit attributable to shareholders $000
60,634
84,221
Basic
               
Weighted average number of ordinary shares on issue (thousands)
222,787
222,756
Basic earnings per share
27.2 cents
37.8 cents
Diluted
Weighted average number of ordinary shares on issue adjusted for performance rights issued but 
not exercised (thousands)
223,208
223,070
Diluted earnings per share
27.2 cents
        37.8 cents 
2. Performance 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
63

This section reports the assets used to generate the Group’s trading performance and the liabilities incurred as a 
result. Liabilities relating to the Group’s financing activities are addressed in note 5. Assets and liabilities in relation to 
deferred taxation and taxation payable are shown in note 2.3. The carrying amounts of financial assets and liabilities are 
equivalent to their fair value unless otherwise stated.
3.1  Working Capital
Working capital represents the assets and liabilities the Group generates through its trading activity. The Group 
therefore defines working capital as cash, trade and other receivables, inventories and trade and other payables.
3.1.1  Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short-term, 
highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts 
of cash and that are subject to an insignificant risk of changes in value.
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Cash at bank or on hand
142,401 
175,441 
As at 26 January 2025 the Group held foreign currency equivalent to NZ$1.473 million (2024: NZ$1.820 million) which is included in 
the table above. The foreign currency in which the Group deals primarily is the US Dollar. 
3.1.2  Trade and other receivables
Trade receivables arise from sales made to customers on credit or through the collection of purchasing rebates from 
suppliers not otherwise deducted from suppliers’ payable accounts. All rebates are deducted from the cost of inventory. 
Trade receivables are recognised initially at the value of the invoice sent to the customer (fair value) and subsequently at 
the amounts considered recoverable (amortised cost). Trade receivable balances are reviewed on an on-going basis. 
 
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Trade receivables
1,645
1,502
Prepayments
3,242
3,268
Other receivables
1,943
2,968
Total trade and other receivables 
6,830
7,738
No interest is charged on trade receivables.
3.1.3  Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using a weighted average 
method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and 
condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs 
necessary to make the sale. 
3. Operating Assets and Liabilities
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
64

The Group assesses the likely residual value of inventory. Stock provisions are recognised for inventory which is 
expected to sell for less than cost and also for the value of inventory likely to have been lost to the business through 
shrinkage between the date of the last applicable stocktake and balance date. In recognising the provision for inventory, 
judgement has been applied by considering a range of factors including historical results, current trends and specific 
product information from buyers. 
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Finished goods
103,992
110,293
Inventory provisions and adjustments
(4,296)
(5,425)
Net inventories
99,696
104,868
During the period the Group recognised $459.6 million (2024: $445.9 million) of inventory as an expense within cost of goods sold.
3.1.4  Trade and other payables
Trade and other payable amounts represent liabilities for goods and services provided to the Group prior to the end of a financial 
period, which are unpaid. 
Trade payables 
Trade payables are recognised at the value of the invoice received from a supplier (fair value). The carrying value of trade payables is 
considered to approximate fair value as the amounts are unsecured and are usually paid within 60 days of recognition.
Employee entitlements 
Wages and salaries, annual leave and sick leave 
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled 
within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date 
and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are 
recognised when the leave is taken and measured at the rates paid or payable. The liability for employee entitlements is carried at the 
present value of the estimated future cash flows.
Bonus plans 
A liability is recognised for bonuses payable to employees where a contractual obligation arises for an agreed level of payment 
dependent on both company and individual performance criteria.
Long service leave 
The liability for long service leave is recognised as a non-current liability and measured as the present value of expected future 
payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. 
Consideration is given to expected future wage and salary levels, history of employee departure rates and periods of service. Expected 
future payments are discounted using market yields at the reporting date on government bonds with terms to maturity that match, as 
closely as possible, the estimated future cash outflows.
Provisions 
 A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated 
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. 
 
Provisions relate to returns in relation to sales of goods directly imported by the Group and are expected to be fully utilised within the 
next twelve months. Provisions relating to inventory, receivables and employee benefits have been treated as part of those specific 
balances. There are no other provisions relating to these financial statements. 
 
For the 52 week period ended 26 January 2025
3. Operating Assets and Liabilities
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
65

3. Operating Assets and Liabilities
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Trade payables
67,175
65,942
Employee entitlements
12,444
19,045
Other payables and accruals
30,926
22,404
Provisions
167
142
Total trade and other payables
110,712
107,533
Shown in balance sheet as:
Current liabilities
109,301
106,292
Non-current liabilities
1,411
1,241
Total trade and other payables
110,712
107,533
3.2  Property, Plant and Equipment
All property, plant and equipment is stated at historical cost less depreciation and any impairment adjustments.  Historical cost 
includes expenditure that is directly attributable to the acquisition of property, plant and equipment. 
Costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future 
economic benefits associated with an item will flow to the Group and the cost of an item can be measured reliably. 
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. 
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated 
recoverable amount. 
Gains and losses on disposals of assets are determined by comparing proceeds with carrying amounts. These gains and losses are 
included in the income statement.  
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their 
estimated residual values, over their estimated useful lives, as follows: 
-  Freehold buildings                       33 years
-  Plant and equipment                   3 - 15 years
Property, plant and equipment is reviewed whenever events or changes in circumstances indicate that the carrying amount may not 
be recoverable. An impairment loss is recognised for the amount by which an asset’s carrying amount exceeds its recoverable amount. 
The recoverable amount is the higher of an asset’s fair value less costs to sell, or value in use. 
The Group assesses whether there are indications, for example loss-making stores, for certain trigger events which may indicate that 
an impairment in property, plant and equipment values exist at balance date.
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
66

3. Operating Assets and Liabilities
Land and 
buildings   
Plant and 
equipment
Total
$000
$000
$000
At 29 January 2023
Cost
105,883
97,515
203,398
Accumulated depreciation
(12,161)
(60,945)
(73,106)
Net book value
93,722
36,570
130,292
Period ended 28 January 2024
Opening net book value
93,722
36,570
130,292
Additions
5,613
7,969
13,582
Disposals
-
(79)
(79)
Depreciation charge
(2,961)
(8,024)
(10,985)
Closing net book value
96,374
36,436
132,810
At 28 January 2024
Cost
111,497
101,076
212,573
Accumulated depreciation
(15,123)
(64,640)
(79,763)
Net book value
96,374
36,436
132,810
Period ended 26 January 2025
Opening net book value
96,374
36,436
132,810
Additions
31,963
24,503
56,466
Disposals
-
(43)
(43)
Depreciation charge
(2,937)
(8,776)
(11,713)
Closing net book value
125,400
52,120
177,520
At 26 January 2025
Cost
143,460
124,213
267,673
Accumulated depreciation
(18,060)
(72,093)
(90,153)
Net book value
125,400
52,120
177,520
Capital commitments
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Capital commitments in relation to property, plant and equipment  
at balance date not provided for in the financial statements
               61,1901.
                            11,419
1. $60.4 million in relation to the construction and automation of the Group’s new distribution centre at Drury, South Auckland.
3.3  Intangible Assets
Intangible assets are non-physical assets used by the Group to operate the business. Software costs have a finite useful life. Software 
costs which can be capitalised are amortised on a straight-line basis over the estimated useful economic life of 2 to 5 years. Software-
as-a-service costs are expensed when they are incurred.  
 
Software is the only intangible asset recorded in the financial statements. All software has been acquired externally.
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
67

3.4  Leases
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the 
net present value of the remaining lease payments. Lease payments to be made under reasonably certain extension options are also 
included in the measurement of the liabilities.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount of the lease liabilities 
less any lease incentives received. Right-of-use assets are subsequently depreciated using the straight-line method from the 
commencement date to the end of the lease term. In considering the lease term, the Group applies judgement in determining whether 
it is reasonably certain that an extension or termination option will be exercised.
Both right-of-use assets and lease liabilities are discounted applying interest rate implicit in the lease, or if this cannot be determined, 
the incremental borrowing rate at the commencement of the lease. To determine the incremental borrowing rate the Group have 
applied a blended secured and unsecured borrowing rate. For the secured rate the Group have utilised third party financing options 
and adjusted for an appropriate credit spread which reflects the terms of the lease and the type of asset leased.
Extension options are included in a number of property leases across the Group. These are used to maximise operational flexibility in 
terms of managing the assets used in the Group’s operation. Extension options held are exercisable only by the Group and not by the 
respective lessor. During the period the Group recognised all extension options (2024: all recognised).
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities, created on the 
adoption of NZ IFRS 16: 
3.4.1  Right-of-use assets:
Land and Buildings
$000
Period ended 28 January 2024
Opening carrying amount
243,701
Additions
27,273
Surrender
(3,199)
Depreciation for the period
(22,457)
Closing carrying amount 
245,318
At 28 January 2024
Cost
351,412
Accumulated depreciation
(106,094)
Carrying amount
245,318
Period ended 26 January 2025
Opening carrying amount
245,318
Additions
7,586
Surrender
-
Depreciation for the period
(22,641)
Closing carrying amount
230,263
At 26 January 2025
Cost
357,977
Accumulated depreciation
(127,714)
Carrying amount
230,263
3. Operating Assets and Liabilities
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
68

3.4.2  Lease liabilities:
As at
26 January 2025
As at
28 January 2024
$000
$000
Opening value
289,180
284,969
Additions
7,586
27,273
Surrender
-
(3,673)
Interest for the period
15,448
15,220
Lease payments made
(35,512)
(34,609)
Total lease liabilities
276,702
289,180
3.4.3  Lease liabilities maturity analysis:
Minimum lease
payments
Interest
Present 
Value
$000
$000
$000
Within one year
35,488
(14,814)
20,674
One to five years
134,098
(48,359)
85,739
Beyond five years
229,725
(59,436)
170,289
Total
399,311
(122,609)
276,702
Current
20,674
Non-current
256,028
Total
276,702
3.4.4  Lease related expenses included in the income statement:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Depreciation
22,641
22,457
Short-term leases
37
56
Interest on leases
15,448
15,220
Total
38,126
37,733
3.4.5  Lease payments included in the cashflow statement:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Total cash outflow in relation to leases
35,512
34,609
3. Operating Assets and Liabilities 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
69

This section explains how the Group records investments made in listed securities.
4.1  Investment in Equity Securities
During 2015, 2018 and 2019 Briscoe Group Limited acquired a total of 48,007,465 shares in KMD Brands Limited for a cost of 
$87,853,048. This holding represented a 6.75% ownership in KMD Brands Limited as at 26 January 2025.
These shares are equity investments, quoted in the active market, which the Group has elected to designate as a financial asset at fair 
value through other comprehensive income (FVOCI). An adjustment was made at period end to reflect the fair value of these shares as 
at 26 January 20251..
 
$000
At 29 January 2023
50,888
Additions
-
Change in fair value credited to other reserves
(15,842)
At 28 January 2024
35,046
Additions
-
Change in fair value credited to other reserves
(14,643)
At 26 January 2025
20,403
1. Fair value determined to be $0.425 per share as per NZX closing price of KMD Brands Limited as at 24 January 2025 (2024: $0.73) (Level 1 in the 
fair value hierarchy).
4. Investments
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
70

This section reports on the Group’s funding sources and capital structure, including its balance sheet liquidity and 
access to capital markets. 
5.1  Interest Bearing Liabilities
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised 
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income 
statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless 
the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. 
There were no interest bearing liabilities as at 26 January 2025 (2024: Nil). 
Net finance costs
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Interest income
6,127
6,209
Interest expense - leases
(15,448)
(15,220)
Other finance costs
(3)
(4)
Net finance cost
(9,324)
(9,015)
5.2  Financial Risk Management
The Group’s activities expose it to various financial risks including credit risk, liquidity risk and market risk (such as currency risk 
and equity price risk). The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s 
financial performance. The Group uses certain derivative financial instruments to hedge certain risk exposures.
5.2.1  Derivative financial instruments
Derivatives are recognised initially at fair value on the date a derivative contract is entered into and are subsequently re-measured to 
their fair value.  The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging 
instrument, and if so, the nature of the item being hedged.  The Group designates certain derivatives as hedges of highly probable 
forecast transactions (cash flow hedges). 
At the inception of a transaction the economic relationship between hedging instruments and hedged items, and the risk 
management objective and strategy for undertaking various hedge transactions, are documented. An assessment is also documented, 
both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions have been and will 
continue to be effective in offsetting changes in fair values or cash flows of hedged items. 
Cash flow hedge 
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, is recognised in 
other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement 
within cost of goods sold. 
Amounts accumulated in other comprehensive income are recycled in the income statement in the periods when the hedged item 
will affect profit or loss (for instance when the forecast purchase that is hedged takes place).  However, when a forecast transaction 
that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and 
losses previously deferred in other comprehensive income are transferred from the cash flow hedge reserve and included in the 
measurement of the initial cost or carrying amount of the asset or liability. 
5. Financing and Capital Structure 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
71

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any 
cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income and is recognised 
when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected 
to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately transferred to the income 
statement within cost of goods sold. 
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative instruments are 
recognised immediately in the income statement within administration expenses.
5.2.2  Credit risk
Credit risk refers to the risk of a counterparty failing to discharge an obligation. In the normal course of its business, Briscoe Group 
incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash, short-term investments 
and derivative financial instruments with only high-credit-rated, Board-approved financial institutions. Sales to retail customers are 
settled predominantly in cash or by using major credit cards. Less than 1% of reported sales give rise to trade receivables. The Group 
holds no collateral over its trade receivables.
5.2.3  Interest rate risk
The Group has no long-term interest-bearing liabilities but does have interest rate risk exposure from periodic short-term drawdowns 
of established funding facilities and placements of short-term deposits, as operating cash flows necessitate. The Group’s short to 
medium term liquidity position is monitored daily and reported to the Board monthly.  
5.2.4  Liquidity risk
Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level will result in the Group foregoing 
investment opportunities or not being able to meet its obligations in a timely manner, and therefore gives rise to lower investment 
income or to higher borrowing costs than otherwise. Prudent liquidity risk management includes maintaining sufficient cash, and 
ensuring the availability of adequate amounts of funding from credit facilities. 
 
The Group’s liquidity exposure is managed by ensuring sufficient levels of liquid assets and committed facilities are maintained based 
on regular monitoring of a rolling 3-month daily cash requirement forecast. The Group’s liquidity position fluctuates throughout the 
period, being strongest immediately after the end of the period. The months leading up to Christmas trading put the greatest strain on 
Group cash flows due to the build-up of inventory as well as the interim dividend payment. The Group operates well within its available 
funding facilities. 
The following table analyses the Group’s financial liabilities and gross-settled forward foreign exchange contracts into relevant maturity 
groupings based on the remaining period from the balance sheet date to the contractual maturity date. The cash flow hedge ‘outflow’ 
amounts disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in relation to all forward 
foreign exchange contracts in place at balance date. The cash flow hedge ‘inflow’ amounts represent the corresponding injection of 
foreign currency back to the Group as a result of the gross settlement on those contracts, converted using the forward rate at balance 
date. The carrying value shown is the net amount of derivative financial liabilities and assets as shown in the balance sheet. Changes in 
the carrying value affect profit when the underlying inventory to which the derivatives relate, is sold. 
 
Trade and other payables are shown at carrying value in the table. No discounting has been applied as the impact of discounting is not 
significant. 
An analysis detailing remaining contractual maturities for lease liabilities is shown in Note 3.4.3
 
For the 52 week period ended 26 January 2025
5. Financing and Capital Structure
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
72

As at 26 January 2025
3 months 
or less
3 – 6
months
6 – 9
months
9 – 12
months
Total
Carrying
Value
$000
$000
$000
$000
$000
$000
Trade and other payables
(83,299)
-
-
-
(83,299)
(83,299)
Forward foreign exchange contracts
Cash flow hedges:
    - outflow
(28,352)
(12,141)
(2,070)
(4,621)
(47,184)
    - inflow
30,142
13,106
2,180
4,780
50,208
    - Net
1,790
965
110
159
3,024
3,024
As at 28 January 2024
3 months 
or less
3 – 6
months
6 – 9
months
9 - 12 
months
Total
Carrying
Value
$000
$000
$000
$000
$000
$000
Trade and other payables
(84,516) 
-
-
-
(84,516) 
(84,516) 
Forward foreign exchange contracts
Cash flow hedges:
    - outflow
(14,724)
(17,474)
(12,540)
(401)
(45,139)
    - inflow
14,732
17,597
12,690
409
45,428
    - Net
8
123
150
8
289
289
The cash flow hedges inflow amounts use the forward rate at balance date.
5.2.5  Market risk
Equity price risk 
The Group is exposed to equity price risk arising from the investment held in KMD Brands Limited, classified in the balance sheet as 
investment in equity securities. (Refer note 4.1).  
 
Foreign exchange risk 
The Group is exposed to foreign exchange risk arising from currency exposures primarily to the US dollar, in respect of purchases of 
inventory directly from overseas suppliers. 
The Group’s foreign exchange risk is managed in accordance with Board-approved Group Treasury Risk Management Policies. The 
current policy requires hedging of both committed and forecasted foreign currency payment levels across the current and subsequent 
three calendar quarters. The policy is to cover 100% of committed purchases and lower levels of forecasted purchases depending on 
which quarter the forecasted exposure relates to. Hedging is reviewed regularly and reported to the Board monthly. 
The Group uses forward foreign exchange contracts and maintains short-term holdings of foreign currencies in foreign denominated 
currency bank accounts, with major financial institutions only, to hedge its foreign exchange risk in anticipation of future purchases. 
 
 
For the 52 week period ended 26 January 2025
5. Financing and Capital Structure
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
73

The following table shows the fair value of forward foreign exchange contracts held by the Group as derivative financial instruments at 
balance date: 
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Current assets
Forward foreign exchange contracts
3,058
548
Total current derivative financial instrument assets
3,058
548
Current liabilities
Forward foreign exchange contracts
34
259
Total current derivative financial instrument liabilities
34
259
The contracts are subject to an enforceable master netting arrangement, which allows for net settlement of the relevant assets and 
liabilities. For financial reporting purposes these are not offset.
Forward foreign exchange contracts – cash flow hedges 
Where forward foreign exchange contracts have been designated and tested as an effective hedge the portion of the gain or loss on 
the hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income. These gains 
or losses are released to the income statement at various dates over the subsequent financial period as the inventory for which the 
hedge exists, is sold. 
 
The fair value of these contracts is determined by using valuation techniques as they are not traded in an active market. The valuation 
techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. 
The fair value is determined by mark-to-market valuations using forward exchange. These derivatives have been determined to be 
within level 2 of the fair value hierarchy as all significant inputs required to ascertain their fair value are observable.
Forward foreign exchange contracts are used for hedging committed or highly probable forecast purchases of inventory for the 
ensuing financial period. The contracts are timed to mature when major shipments of inventory are scheduled to be dispatched and 
the liability settled. The cash flows are expected to occur at various dates within one year from balance date.
 
At balance date these contracts are represented by assets of $3,058,284 (2024: $548,213) and liabilities of $34,190 (2024: $259,377) 
and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net gain of $2,177,347 (2024: 
net gain $207,962). The cash flow hedge reserve also consists of gains and losses, net of deferred tax, from foreign currencies used 
as hedges, as a net gain of $72,568 (2024: net gain of $41,557). The total of these net gains and losses amount to a net gain of 
$2,249,915 (2024: net gain of $249,519).
Other comprehensive income reported in the consolidated statement of comprehensive income for the year ended 28 January 2024 
has been amended to remove the component of cash flow hedge reserve which represented transfers of hedging gains/losses upon 
settlement of forward contracts net of tax as separately disclosed in the statement of changes in equity ($2,341,903). The change is 
limited to the statement of changes in equity and other comprehensive income and has no impact on profit, cash flow or the balance 
sheet of the Group.
When forward foreign exchange contracts are not designated and tested as an effective hedge, the gain or loss on the forward foreign 
exchange contract is recognised in the income statement. 
At balance date there are no such contracts in place (2024: Nil).
 
For the 52 week period ended 26 January 2025
5. Financing and Capital Structure
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
74

5. Financing and Capital Structure
5.2.6  Sensitivity analysis
Based on historical movements and volatilities and review of current economic commentary the following movements are considered 
reasonably possible over the next 12 month period:
• A shift of -7.5% / +7.5% (2024: -5% / +10%) in the NZD against the USD, from the period-end rate of 0.5703 (2024: 0.6106),
• A shift of -7.5% / +7.5% (2024: N/A) in the NZD against the EUR, from the period-end rate of 0.54559 (2024: N/A),
• A shift of -1.25% / +0.25% (2024: -0.25% / +0.25%) in market interest rates from the period-end weighted average deposit rate of 
4.56% (2024: 5.73%),
• A shift of -10% / +20% (2024: -30% / +10%) in the NZX share price of KMD Brands Limited (formerly Kathmandu Holdings Ltd) 
from the period-end closing share price of $0.425 (2024: $0.73). 
If these movements were to occur, the positive / (negative) impact on consolidated profit after tax and consolidated equity for each 
category of financial instrument held at balance date is presented below: 
As at 26 January 2025
Interest 
rate
Foreign 
exchange rate
Equity
 price
Carrying
-1.25%
+0.25%
-7.5%
+7.5%
-10%
+20%
amount
Profit
Equity
Profit
Equity
Equity
Equity
Equity
Equity
$000
$000
$000
$000
$000
$000
$000
$000
$000
Financial Assets:
Cash and cash equivalents1.
142,401
(1,268)
(1,268)
254
254
85
(73)
-
-
Derivatives – designated as 
cashflow hedges (Forward foreign 
exchange contracts)2.
3,058
-
-
-
-
2,701
(2,321)
-
-
Investment in equity securities3.
20,403
-
-
-
-
-
-
(2,040)
4,081
Financial Liabilities:
Derivatives – designated as 
cashflow hedges (Forward foreign 
exchange contracts)2.
34
-
-
-
-
227
 
(200)
-
-
Total increase /(decrease)
(1,268)
(1,268)
254
254
3,013
(2,594)
(2,040)
4,081
Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing and therefore 
not subject to market risk.
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
75

As at 28 January 2024
Interest 
rate
Foreign 
exchange rate
Equity
 price
Carrying
-0.25%
+0.25%
-5%
+10%
-30%
+10%
amount
Profit
Equity
Profit
Equity
Equity
Equity
Equity
Equity
$000
$000
$000
$000
$000
$000
$000
$000
$000
Financial Assets:
Cash and cash equivalents1.
175,441
(313)
(313)
313
313
69
(119)
-
-
Derivatives – designated as 
cashflow hedges (Forward foreign 
exchange contracts)2.
548
-
-
-
-
1,846
(991)
-
-
Investment in equity securities3.
35,046
-
-
-
-
-
-
(10,514)
3,505
Financial Liabilities:
Derivatives – designated as 
cashflow hedges (Forward foreign 
exchange contracts)2.
259
-
-
-
-
313
(1,549)
-
-
Total increase / (decrease)
(313)
(313)
313
313
2,228
(2,659)
(10,514)
3,505
Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing and therefore 
not subject to market risk.
1.	 Cash and cash equivalents include deposits at call which are at floating interest rates. 
2.	Derivatives designated as cashflow hedges are foreign exchange contracts used to hedge against the NZD:USD foreign exchange risk arising from 
foreign denominated future purchases. There is no profit or loss sensitivity as the hedges are 100% effective.
3.	Investment in equity securities represents shares held in KMD Brands Limited. There is no profit or loss sensitivity as impacts from changes in KMD 
Brands Limited’s share price are accounted for through equity.
5.3  Equity
5.3.1  Capital risk management
The Group’s capital comprises contributed equity, reserves and retained earnings.  
The Group’s objective when managing capital is to achieve a balance between maximising shareholder wealth and ensuring the Group 
is able to operate competitively with the flexibility to take advantage of growth opportunities as they arise. In order to meet these 
objectives the Group may adjust the amount of dividend payments made to shareholders and/or seek to raise capital through debt 
and/or equity. There are no specific banking or other arrangements which require the Group to maintain specified equity levels. 
5.3.2  Share capital
 
Share capital comprises ordinary shares only. Incremental costs directly attributable to the issue of new shares or options are shown in 
equity as a deduction, net of tax, from the proceeds.
All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have 
equal dividend rights and no par value.
5. Financing and Capital Structure
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
76

Contributed equity – ordinary shares
No. of authorised shares
Share capital
Period ended
26 January 2025
Period ended
28 January 2024
Period ended
26 January 2025
Period ended
28 January 2024
Shares
Shares
$000
$000
Opening ordinary shares
222,765,778
     222,645,586 
62,344
             62,136 
Issue of ordinary shares arising from the vesting of 
performance rights
24,234
          120,192 
911.
       2081.
Balance at end of period
222,790,012
     222,765,778 
62,435
           62,344 
1.	 When performance rights vest, the amount in the equity-based remuneration reserve relating to those performance rights vested is transferred to 
share capital. The amount transferred for the 24,234 shares issued during the period ended 26 January 2025 was $90,992 (2024: $207,634 for 
the 120,192 shares issued).
5.3.3  Dividends
Provision is made for the amount of any dividend declared on or before the balance date but not distributed at balance date.
Period ended
26 January 2025
Cents per share
Period ended
28 January 2024
Cents per share
Period ended
26 January 2025 
$000
Period ended
28 January 2024 
$000
Interim dividend for the period ended  
26 January 2025
12.50
-
                27,849 
-
Final dividend for the period ended  
28 January 2024
                  16.50 
-
                36,760 
-
Interim dividend for the period ended  
28 January 2024
-
                 12.50 
-
27,846
Final dividend for the period ended  
29 January 2023
-
                 16.00 
-
35,642
                 29.00 
                 28.50 
               64,609 
63,488
All dividends paid were fully imputed (refer also to Note 2.3.3 for imputation credits available for use in subsequent periods). 
Supplementary dividends of $434,936 (2024: $424,981) were provided to shareholders not tax resident in New Zealand, for 
which the Group received a Foreign Investor Tax Credit entitlement. 
On 11 March 2025 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 26 January 
2025. The dividend will be paid at a rate of 10.00 cents per share for all shares on issue as at 20 March 2025, with full 
imputation credits attached.
5.3.4  Reserves and retained earnings
Cashflow hedge reserve 
The hedging reserve is used to record gains and losses on a hedging instrument in a cash flow hedge that are recognised 
directly in other comprehensive income, as described in the accounting policy in section 5.2. The amounts are recognised as 
profit or loss when the associated hedged transaction affects profit or loss. (Refer also to the consolidated statement of changes 
in equity).
Equity-based remuneration reserve 
The equity-based remuneration reserve is used to recognise the fair value of performance rights granted but not exercised, 
lapsed or forfeited. Amounts are transferred to share capital when vested performance rights are exercised. (Refer also to the 
consolidated statement of changes in equity and note 6.2).
Other reserves 
Other reserves represents the adjustment made at balance date to reflect the fair value of the investment in KMD Brands 
Limited. (Refer also to the consolidated statement of changes in equity and note 4.1).
5. Financing and Capital Structure 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
77

6.1  Related Party Transactions
6.1.1  Parent and ultimate controlling party
Briscoe Group Limited is the immediate parent, ultimate parent and controlling party for all companies in the Group.
During the period the Company advanced and repaid loans to its subsidiaries by way of internal current accounts. In presenting the 
financial statements of the Group, the effect of transactions and balances between fellow subsidiaries and those with the Company 
have been eliminated. No interest is charged on internal current accounts.   
The Group undertook transactions with the following related parties as detailed below: 
• The RA Duke Trust, of which RA Duke is a trustee, as owner of the Rebel Sport premises at Panmure, Auckland, received rental 
payments of $732,500 (2024: $722,897) from the Group, under an agreement to lease premises to The Sports Authority 
Limited (trading as Rebel Sport). The remaining non-cancellable term of this lease is 1.2 years (2024: 2.2 years) with a payment 
commitment of $854,583 (2024: $1,587,083).
• Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2024: $600,634) as owner 
of the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises to Briscoes (NZ) Limited. 
The remaining non-cancellable term of this lease is 7.6 years (2024: 8.6 years) with a payment commitment of $5,033,296 (2024: 
$5,633,930).
• Kein Geld Westgate Limited, an entity associated with RA Duke, forms part of an unincorporated joint venture known as Westgate 
Lifestyle Centre Joint Venture. The joint venture owns Westgate Lifestyle Shopping Centre at Westgate, Auckland, which includes 
the Briscoes Homeware and Rebel Sport premises. Rental payments of $565,144 (2024: $423,858) were received under an 
agreement to lease premises to Briscoes (NZ) Limited. The remaining non-cancellable term of this lease is 0.3 years (2024: 1.3 
years) with a payment commitment of $141,286 (2024: $706,431). The joint venture also received rental payments of $301,253 
(2024: $225,939) under an agreement to lease premises to The Sports Authority Limited (trading as Rebel Sport). The remaining 
non-cancellable term of this lease is 0.3 years (2024: 1.3 years) with a payment commitment of $75,313 (2024: $376,566).
• The RA Duke Trust (including RA Duke Limited) received dividends of $49,754,251 (2024: $48,896,419).
• P Duke, spouse of RA Duke, received payments of $65,000 (2024: $65,000) in relation to her employment as an overseas buying 
specialist with Briscoe Group Limited, and rental payments of $968,512 (2024: $968,512) as owner of the Briscoes Homeware 
premises at Panmure, Auckland under an agreement to lease premises to Briscoes (NZ) Limited. The remaining non-cancellable 
term of this lease is 6.3 years (2024: 7.3 years) with a payment commitment of $6,343,751 (2024: $7,312,263).
6.1.2  Key management personnel
Key management includes the Directors of the Company and those employees who the Company has deemed to have disclosure 
obligations under subpart 6 of the Financial Markets Conduct Act 2013, namely the Chief Financial Officer, the Chief Operating Officer 
and the Chief People Officer. 
Key management compensation was as follows:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Salaries and other short-term employee benefits
3,857
4,852
Equity-based remuneration
497
240
Directors’ fees
433
400
Total benefits
4,787
5,492
Key management did not receive any termination benefits during the period (2024: Nil). 
Key management did not receive and are not entitled to receive any post-employment or long-term benefits (2024: Nil).
Executives (excluding directors) included in key management received dividends of $323,709 (2024: $304,524) in relation to Briscoe 
Group shares held.
6. Other Notes
 
For the 52 week period ended 26 January 2025
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
78

6.1.3  Directors’ fees and dividends
Directors received directors’ fees and dividends in relation to their personally held shares as detailed below:
Period ended
26 January 2025
Period ended
28 January 2024
Directors’ fees
Dividends
Directors’ fees
Dividends
$000
$000
$000
$000
Executive Director
RA Duke
-
-
-
-
Non-Executive Directors
RPO’L Meo
163
-
154
-
AD Batterton
92
-
82
-
RAB Coupe
91
3
87
3
HJM Callaghan
87
-
77
-
433
3
400
3
The following Directors received dividends in relation to their non-beneficially held shares as detailed below:
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Executive Director
RA Duke
49,754
48,896
Non-Executive Directors
RPO’L Meo
29 
29
AD Batterton
8
6
RAB Coupe
-
-
HJM Callaghan
-
-
 
For the 52 week period ended 26 January 2025
6. Other Notes
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
79

6.2  Employee Equity-Based Remuneration
6.2.1  Equity settled performance rights
The Senior Executive Incentive Plan grants Group employees performance rights subject to performance hurdles being met. The fair 
value of rights granted is recognised as an employee expense in the income statement with a corresponding increase in the employee 
share-based payment reserve. The fair value is measured at grant date and amortised over the vesting periods. When performance 
rights vest, the amount in the share-based payments reserve relating to those rights are transferred to share capital. There is no 
exercise price for these performance rights and there is no right to dividends during the vesting periods.
On 26 March 2019 the Board approved the Briscoe Group Senior Executive Incentive Plan to grant performance rights to key senior 
management personnel as a long-term incentive programme. The seventh tranche of performance rights were issued under this 
programme during the period.
Performance rights movements during the period are summarised below:
Tranche
Grant Date
Balance at 
start of period 
(number)
Granted during
the period 
(number)
Vested during
the period 
(number)
Lapsed/forfeited
during the period  
(number)
Balance at the 
end of period
(number)
4
15 Jun 2021
74,562
-
(24,234)
(50,328)
-
5
5 Aug 2022
125,977
-
-
(14,619)
111,358
6
3 Aug 2023
206,445
-
-
(21,563)
184,882
7
22 Oct 2024
-
298,135
-
-
298,135
406,984
298,135
(24,234)
(86,510)
594,375
In each tranche the performance rights are subject to a combination of an absolute Total Shareholder Return (TSR) growth hurdle and/
or an EPS growth hurdle. EPS growth hurdle is considered a non-market condition. The relative hurdle weighting for unvested tranches 
is shown in the following table:
Tranche
Grant Date
TSR Weighting
EPS Weighting
5
5 Aug 2022
50%
50%
6
3 Aug 2023
50%
50%
7
22 Oct 2024
50%
50%
The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on Briscoe Group 
Limited’s TSR compound annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests the rights 
are awarded on a straight-line basis dependent on the TSR CAGR achieved. The percentage of TSR related performance rights vest 
according to the following performance criteria for each unvested tranche:
 
For the 52 week period ended 26 January 2025
6. Other Notes
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
80

% Vesting
Tranche 5
Tranche 6
Tranche 7
0%
< 5.7% CAGR
< 10.8% CAGR
< 9.0% CAGR
1% - 99% (Straight-line prorata)
=>9.0%, < 11.0% CAGR
50%
= 5.7% CAGR
= 10.8% CAGR
51% - 99% (Straight-line prorata)
> 5.7%, < 6.7% CAGR
> 10.8%, < 11.8% CAGR
100%
=> 6.7% CAGR
=> 11.8% CAGR
=> 11.0% CAGR
The TSR performance is calculated across the following periods:
Tranche
Performance Period
5
Announcement date of FY 2021/22 Result to announcement date of FY 2024/25 Result
6
Announcement date of FY 2022/23 Result to announcement date of FY 2025/26 Result
7
Announcement date of FY 2023/24 Result to announcement date of FY 2026/27 Result
The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Binomial Options Pricing 
Model (BOPM). The fair value of TSR performance rights, along with the assumptions used to simulate the future share prices are 
shown below: 
 
Tranche 5
Tranche 6
Tranche 7
Fair value of TSR performance rights
$143,287
$144,305
$354,483
Current price at grant date
$5.56
$4.68
$5.06
Risk free interest rate
3.54%
5.22%
4.18%
Expected life (years)
2.75
2.62
2.40
Expected share volatility1.
24%
22%
22%
1. Volatility considers the volatility of the Briscoe Group (BGP) NZD share price based on the average weekly volatility over the last year (weekly 
data) as well as the average 90-day volatility for the past 3 years (measured on a daily basis).
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the grant date. 
The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Briscoe Group Limited’s EPS 
compound annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests the rights are awarded on a 
straight-line basis dependent on the EPS CAGR achieved. The percentage of EPS related performance rights vest according to the 
following performance criteria: 
% Vesting
Tranche 5
Tranche 6
Tranche 7
0%
< 1.1% CAGR
< -1.9% CAGR
< 1.0% CAGR
1% - 99% (Straight-line prorata)
=>1.0%, < 4.0% CAGR
50%
= 1.1% CAGR
= -1.9% CAGR
51% - 99% (Straight-line prorata)
> 1.1%, < 2.6% CAGR
> -1.9%, < 0.4% CAGR
100%
=> 2.6% CAGR
=> 0.4% CAGR
=> 4.0% CAGR
 
For the 52 week period ended 26 January 2025
6. Other Notes
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
81

The EPS performance is calculated across the following periods:
Tranche
Performance Period
5
FY 2024/25 EPS relative to FY 2021/22 EPS
6
FY 2025/26 EPS relative to FY 2022/23 EPS
7
FY 2026/27 EPS relative to FY 2023/24 EPS
The fair value of the EPS performance rights have been assessed as the Briscoe Group Limited’s share price as at grant date less the 
present value of the dividends forecast to be paid prior to each vesting date. The fair value of each EPS unvested performance right 
has been calculated to be $4.89, $4.00 and $4.48 for tranche 5, tranche 6 and tranche 7, respectively.
The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from grant date.
Vesting of performance rights also requires the employee to remain in employment with the Company during the performance period. 
The Company has expensed in the income statement $496,627 (2024: $390,873) in relation to performance rights.
6.2.2  Equity-based remuneration reserve
Period ended
26 January 2025
Period ended
28 January 2024
$000
$000
Balance at beginning of period
701
575
Current period amortisation
497
391
Performance rights vested transferred to share capital
(91)
(208)
Performance rights lapsed/forfeited
(230)
-
Deferred tax on performance rights
48
(57)
Balance at end of period
925
701 
6.3  Events After Balance Date
On 11 March 2025 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 26 January 2025. 
The dividend will be paid at a rate of 10.00 cents per share for all shares on issue as at 20 March 2025, with full imputation credits 
attached (Note 5.3.3).
 
For the 52 week period ended 26 January 2025
6. Other Notes
Briscoe Group Limited Annual Report 2025 | Consolidated Financial Statements
82

 
For the 52 week period ended 26 January 2025
6. Other Notes
6.4  New Accounting Standards
The Group has applied the following standards and amendments for the first time in the preparation of these consolidated financial 
statements.
•	 FRS-44 amendment - Disclosure of fees for audit firms’ services.
•	 IFRS Interpretations Committee agenda decision July 2024 - Disclosure of Revenues and Expenses for Reportable Segments 
(IFRS 8).
The amendments listed above did not have any impact on the amounts recognised in the financial statements, however the IFRS 
Interpretations Committee agenda decision required the Group to provide enhanced segment disclosures.
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not 
mandatory for the 26 January 2025 reporting period and have not been early adopted by the Group. Other than NZ IFRS 18 these 
standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting 
periods and on foreseeable future transactions.
NZ IFRS 18: Presentation and Disclosure in Financial Statements will be effective for annual reporting periods beginning on or after 1 
January 2027. This new standard, which is mandatory for the Group in the 2028 financial year, is expected to change the presentation 
of the Group’s consolidated income statement. The Group will disclose more information in the future when a full assessment of the 
impact of the standard has been completed.
Briscoe Group Limited Annual Report 2025  | Consolidated Financial Statements
83

Briscoe Group Limited Annual Report 2025 | Independent Auditor’s Report
84

Briscoe Group Limited Annual Report 2025  | Independent Auditor’s Report
85

Briscoe Group Limited Annual Report 2025 | Independent Auditor’s Report
86

Briscoe Group Limited Annual Report 2025  | Independent Auditor’s Report
87

Corporate Governance 	
Briscoe Group is committed to maintaining the highest standards of governance by implementing best practice structures and 
policies. This Corporate Governance Statement sets out the corporate governance policies, practices, and processes adopted or 
followed by Briscoe Group (including the guiding principles, authority, responsibilities, membership and operation of the Board 
of Directors) and has been approved by the Board. 
The best practice principles (and underlying recommendations) which Briscoe Group has had regard to in determining its 
governance approach, are the principles set out in the NZX Corporate Governance Code (‘NZX Code’). The Board’s view is that 
Briscoe Group’s corporate governance policies, practices and processes generally follow the recommendations set by the NZX 
Code. This Corporate Governance Statement includes disclosure of the extent to which Briscoe Group has followed each of 
the recommendations in the NZX Code (or, if applicable, an explanation of why a recommendation was not followed and any 
alternative practices followed in lieu of the recommendation). 
Briscoe Group Limited is a company incorporated in New Zealand and is also registered in Australia as a foreign company 
under the name Briscoe Group Australasia Limited. It is listed on the NZX and also, as a foreign exempt entity, on the Australian 
Securities Exchange (ASX). As such Briscoe Group is exempt from complying with most of the ASX’s Listing Rules and must 
undertake to comply with the listing rules of its home exchange (NZX).  
 
Further information about Briscoe Group’s corporate governance framework (including the Board and Board committee 
charters, codes and selected policies referred to in this section) is available to view at www.briscoegroup.co.nz 
 
Corporate
Governance
Statement
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
88

Principle 1 – Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold 
management accountable for these standards being followed throughout the organisation.
Code of Values and Conduct and Related Policies
 
Recommendation 1.1: “The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and 
employees are expected to adhere (a code of ethics) and comply with the other requirements of Recommendation 1.1 of the 
NZX Code.” 
Briscoe Group requires its Directors, senior management and employees to maintain the highest standards of honesty, 
integrity and ethical conduct in day-to-day behaviour and decision making. The Board has adopted a Code of Conduct which 
incorporates the requirements set out in Recommendation 1.1, forms part of the induction process for all new employees 
and is available through the link here:  Code of Conduct, and on Briscoe Group’s website. The Code of Conduct is reviewed 
annually and was last reviewed in June 2024. All Directors and employees must provide acknowledgement that they have read 
and understood the content. To ensure that our expectations are known and understood, both training and reinforcement are 
delivered via our online learning platform as part of initial and ongoing training.  
Briscoe Group’s Delegated Authorities Policy does not permit donations to political parties.    
Trading in Company Securities Policy
Recommendation 1.2: “An issuer should have a financial product dealing policy which applies to employees and Directors.”
The Trading in Company Securities Policy sets out Briscoe Group’s requirements and expectations for all Directors and 
employees in relation to trading Briscoe Group shares. The policy is available through the link here: Trading in Company 
Securities Policy, and on Briscoe Group’s website. In general, Directors and employees are allowed to trade in Briscoe Group 
shares during two ‘trading windows’. Trading windows commence on the day after the half-year and full-year results are 
announced to the market and run for a period of 60 days. Trading outside these windows is generally prohibited. Proposed 
transactions by Directors and employees during the trading windows require approval. The policy also provides that no 
Directors, employees or independent contractors can trade shares if they are in possession of price sensitive information that is 
not publicly available. 
Principle 2 – Board Composition and Performance
To ensure an effective Board, there should be a balance of independence, skills, 
knowledge, experience and perspectives.
 
Board Charter
Recommendation 2.1: “The Board of an issuer should operate under a written charter which sets out the roles and responsibilities 
of the Board. The Board charter should clearly distinguish and disclose the respective roles and responsibilities of the Board and 
management.” 
The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition and structure 
of the Board and senior management, and this is available through the link here: Board Charter, and on Briscoe Group’s website. 
The Board is responsible for overseeing the management of the Company and its subsidiaries and for directing performance 
by optimising the short-term and long-term best interests of the Company and its Shareholders.  This includes approving the 
Company’s objectives, reviewing the major strategies for achieving them and monitoring the Company’s performance. The 
focus of the Board is the creation of company and shareholder value and ensuring the Company is committed to best practice. 
Responsibility for the day-to-day management of Briscoe Group has been delegated to the Managing Director and other senior 
management. Management are responsible for implementing the objectives and strategies approved by the Board, within 
the ambit of risk set by the Board. Management provides regular updates to the Board to enable the Board to perform its 
responsibilities. The Company Secretary provides company secretarial services to the Board and is accountable to the Board 
through the Chair.
Briscoe Group Limited Annual Report 2025  | Corporate Governance Statement
89

Nomination and Appointment of Directors
Recommendations 2.2 and 2.3: “Every issuer should have a procedure for the nomination and appointment of Directors to 
the Board. An issuer should enter into written agreements with each newly appointed Director establishing the terms of their 
appointment.”
The Board collectively considers the nomination of Directors. In doing this, the Board’s procedure involves careful 
consideration of the composition of the Board in relation to the Company’s needs and operating environment to ensure 
relevant skills and experience. This also applies to the consideration of additional or replacement Directors, subject to the 
constitutional limitation of the number of Directors. In so doing, as noted above, the priority must be on ensuring the skills, 
experience and diversity of the Board, and the skills that are necessary or desirable for the Board to fulfil its governance role 
and to contribute to the long-term strategic direction of the company. The Board may engage consultants to assist in the 
identification, recruitment and appointment of suitable candidates. 
When appointing new Directors, the Board ensures that the requirements under the Company’s constitution and NZX 
Listing Rules in respect of Directors will continue to be satisfied. Currently, there must be at least three and no more than 
five Directors, at least two of whom are resident in New Zealand and also at least two Directors must be determined by the 
Board to be independent (as defined in the NZX Listing Rules).  The Board also takes into consideration recommendation 
2.8 - a majority of the Board should be independent Directors. The current composition of the Board of Directors meets these 
requirements. 
The constitution provides that Directors may be appointed by the Board (to fill vacancies) or by Shareholders. Directors who 
are appointed by the Board are subject to re-election at the next annual Shareholder meeting. Directors are required (under 
the constitution and NZX Listing Rules) to retire by rotation, but they may be eligible for re-election, with nominations to be 
made by Shareholders. All new Directors enter into a written agreement with Briscoe Group setting out the terms of their 
appointment.
Directors
Recommendation 2.4: “Every issuer should disclose information about each Director in its Annual Report or on its website, 
including a profile of experience, length of service and ownership interests; director attendance at board meetings; and the board’s 
assessment of the director’s independence including a determination in regards to pertinent factors listed in the Code.”
The Board currently comprises five Directors; four independent and one Executive Director. The Board has considered which 
of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and has determined that as at 12 
February 2025, four Directors are independent Directors, including the Chair (Dame Rosanne Meo) and the Chair of the 
Audit and Risk Committee (Tony Batterton). As at the date of this annual Report, the Directors are:
Dame Rosanne Meo
Chair, Independent
Appointed May 2001
Rod Duke
Executive Director
Appointed March 1992
Tony Batterton
Independent
Appointed June 2016
Andy Coupe
Independent
Appointed October 2016
Mark Callaghan
Independent
Appointed January 2021
Noting Chair, Dame Rosanne Meo has been a director of Briscoe Group for more than 12 years, the Directors (other than 
Dame Rosanne Meo) have carefully considered whether her long tenure leads to any influence or perceived influence, in a 
material way, affecting her capacity to bring an independent view, to act in the best interests of Briscoe Group, or to represent 
shareholders.   They have observed the robust and critical approach that she brings in challenging management and strategic 
priorities, while clearly facilitating open and constructive dialogue both between members of the Board, and also between 
management and other members of the Board.  As such, they have determined that Dame Rosanne Meo continues to qualify as 
an independent Director.
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
90

Director Skills
The Board comprises Directors with a mix of qualifications, skills and experience appropriate to the Company’s existing 
operations and strategic direction. A comprehensive matrix of Director skills based on each Director’s self-assessment is set 
out below. Further information about the experience and qualifications of individual Directors is available through the link here: 
Director Profiles and on Briscoe Group’s website.
Key:
High Capability =                            Moderate capability =
CAPABILITY
Dame 
Rosanne Meo
Rod Duke
Tony 
Batterton
Andy Coupe
Mark 
Callaghan
Governance/Stakeholder Relations
Corporate governance experience of listed 
company.
Strategy
Experienced in setting and driving strategy.
Retail
Broad and deep retail knowledge (developed 
during both buoyant and more challenging 
economic conditions).
Customer & Marketing
Experience of customer-focused strategies, 
understands brand equity and marketing.
Supply Chain
Holds broad sourcing, logistics or distribution 
experience.
People & Culture
Has proven leadership skills and the ability to 
recognise strong organisational culture.
Risk Management/ Sustainability
Experienced in identifying and mitigating both 
financial and non-financial risks.
Financial/ Commercial
Has significant finance experience and is 
commercially astute.
Digital/ Data/ Technology
Comfortable with technology and the use of 
data and digital channels. Encourages innovation 
and use of new technologies.
APPOINTED
May 2001
March 1992
June 2016
October 2016
January 2021
Briscoe Group Limited Annual Report 2025  | Corporate Governance Statement
91

Director
Number of shares in which a relevant interest is held
Dame Rosanne Meo
100,000 shares
Rod Duke
171,566,383 shares
Tony Batterton
30,000 shares
Andy Coupe
10,000 shares
Mark Callaghan
10,000 shares
Diversity
Recommendation 2.5: “An issuer should have a written Diversity Policy which includes requirements for the Board or a relevant 
committee of the Board to set measurable objectives for achieving diversity (which, at a minimum, should address gender 
diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the 
policy or a summary of it.”
We appreciate that our workforce, including potential employees, comes from all walks of life. Every individual is unique, having 
different skills and experiences including but not limited to educational opportunity and achievement. People come from many 
cultures and backgrounds, along with a wide range of other personal attributes including gender, age, disability (mental, learning 
or physical), economic background, language(s) spoken, marital/partnered status, physical appearance, race, religious beliefs 
and gender identity or orientation. Briscoe Group has a commitment to attracting, selecting, developing and retaining the most 
suitable employees from this diverse range of attributes. The Group’s Diversity and Inclusiveness Policy is available through the 
link here: Diversity and Inclusiveness Policy, and on Briscoe Group’s website.  
 
We have previously identified that information gathered through our recruitment processes was limited, particularly in relation 
to data collected for purposes of assessing diversity and progress in this area. We recognised that although it is critical to 
prevent bias in selection and hiring practices through presentation of candidate information this must be balanced with having 
access to this data to ensure we monitor and champion practices and decisions which enhance diversity. In 2022 we worked 
with an external project team to identify good practice around gathering and using ethnicity information both for potential 
candidates and existing employees.  We now have ethnicity information for over 64% of our team based on the information 
shared at recruitment stage or volunteered when we have engaged with our team on this particular issue. Expansion of gender 
identification options has enabled a number of our team to communicate that they identify as a different gender than they 
previously nominated.   
We have previously acknowledged the retail sector has had high representation of women in its operations and yet has seen 
under-representation in senior management roles. For context, we know that currently two thirds of our workforce identify 
as female. We continue to see a pleasing increase in the number of women in our high potential talent pool. We have seen a 
continued trend for changes in the gender mix of this critical pool of people with an increasing proportion of leaders within our 
business being female. 
Previously we had identified an inadequate focus on retail specific tertiary education along with a tendency for fewer career 
retailers to engage in tertiary education. We continue to provide support for team members studying towards Master of 
Business Administration degrees. Briscoe Group recognises that support for tertiary study is vital and we have been delighted 
with the successes of those who have already completed their degrees. We assist our managers with a combination of payment 
of fees as well as paid time out of the workplace for study and exam purposes.  
The Board and management recognise that diversity without inclusiveness does not result in the balanced workforce desired 
in the business. Briscoe Group has in place policies and procedures to encourage and support equitable treatment for all 
employees and includes consideration of internal applicants for jobs with the Group. Aligning with the Institute of Directors’ 
Director attendance at Board meetings is set out in the disclosures relating to recommendation 3.5 below. 
 
Directors disclosed the following relevant interests in shares as at 26 January 2025: 
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
92

Director Training
Recommendation 2.6: “Directors should undertake appropriate training to remain current on how to best perform their duties as 
Directors of an issuer.”
The Board expects all Directors to undertake continuous education to remain current on how to best perform their 
responsibilities and keep abreast of changes and trends in economic, political, social, financial and legal climates and 
governance practices. The Board also ensures that new Directors are appropriately introduced to management and the 
business, that all Directors are updated on relevant industry and company issues and receive copies of appropriate company 
documents to enable them to perform their roles.  The expectation that Directors undergo ongoing training (informal or formal) 
and education is reinforced in the Board Charter.
Board Evaluation
Recommendation 2.7: “The Board should have a procedure to regularly assess director, Board and committee performance.” 
The Chair of the Board leads regular internal performance reviews in addition to undertaking a periodic external evaluation of 
the performance of Directors, the Board as a whole, and of the Board committees against the Board and committee charters, 
including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. The Chair of the Board 
also engages with individual Directors to evaluate and discuss performance and professional development. The Board plans 
to undertake the next external evaluation during the 2025 calendar year utilising an Institute of Directors survey resource for 
commercial boards, “Accelerate Evaluation”.
perspective, we approach diversity with a focus on demonstrated competence (see link here: Institute of Directors-Getting on 
board with diversity).
Briscoe Group has partnered with a number of external organisations to develop and deliver educational materials in this area, all 
of which are available through our online training platform. Our LEAP programme, developed in conjunction with expert external 
partners, is available to all employees and continues to be a foundation to diversity and inclusiveness awareness. 
We acknowledge that any narrowness in diversity is not sustainable and believe that an increased emphasis on a collaborative 
and inclusive culture and focus on developing talent will secure this realignment. Ensuring that all employees at all levels and in 
all workplace environments feel secure and safe, confident and appreciated through understanding the importance of diversity 
is most important to us.
A breakdown of the gender composition of Directors and officers as at the Company’s balance date, including comparative 
figures, is shown below:
26 January 2025
28 January 2024
Female
Male
Female
Male
Directors
1
4
1
4
Officers1.,2.
-
3
-
3
Other Senior Management3.
1
3
1
3
1.	 Excludes Managing Director (included in breakdown of Directors). 
2.	 Officers is defined as the members of the senior management team, who report either directly to the Board or to the Group 
Managing Director. 
3.	 General Manager positions not reporting directly to the Group Managing Director. 
Briscoe Group Limited Annual Report 2025  | Corporate Governance Statement
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Independent Directors
Recommendation 2.8: “A majority of the Board should be independent Directors.”
The Board currently comprises five Directors; four independent and one executive Director.  Further details of the Board 
composition are above at Recommendation 2.4. 
Separation of Board Chair and CEO
Recommendations 2.9 and 2.10: “An issuer should have an independent chair of the board. The chair and the CEO should be 
different people.”
The Chair of the Board is responsible for leading the Board, facilitating the effective contribution of all Directors, representing 
the Board to Shareholders, and promoting constructive and respectful relations between Directors and between the Board 
and management. The role of the Chair of the Board is further documented in the Board Charter, which is available on Briscoe 
Group’s website. 
The current Chair of the Board is an independent Director. Additionally, the Board Charter makes explicit that the Chair of 
the Board and the Managing Director roles are separate (i.e. a Director must not simultaneously hold both positions). This 
requirement recognises the importance of the separation between management of the company and the Chair’s governance 
role, in enabling the Board to effectively challenge management.
Principle 3 – Board Committees
The Board should use committees where this will enhance its effectiveness in key areas, 
while still retaining Board responsibility.
Audit and Risk Committee
Recommendation 3.1: “An issuer’s audit committee should operate under a written charter. An audit committee should only 
comprise non-executive directors of the issuer. One member of the committee should be both independent and have an 
adequate accounting or financial background. The chair of the audit committee should be an independent director and not be 
the Chair of the Board.”
The Audit and Risk Committee advises and assists the Board in discharging its responsibilities with respect to financial reporting, 
compliance and risk management practices of Briscoe Group. The Audit and Risk Committee operates under a written Charter, 
and this is available through the link here: Audit and Risk Committee Charter, and on Briscoe Group’s website. The Audit and 
Risk Committee currently comprises Tony Batterton (Chair), Dame Rosanne Meo, Mark Callaghan and Andy Coupe, all of whom 
are independent, non-executive Directors and whose qualifications and experience are available on the Briscoe Group website. 
The Audit and Risk Committee meet at least four times during the year. In addition to these meetings the Management Risk 
Committee meet four times during the year to review, assess and update the Company’s risk matrix. The changes made to the 
risk matrix are shared with the Board.     
Recommendation 3.2: “Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.”
The Managing Director, Chief Financial Officer, Chief Operating Officer, Finance Manager, Finance Business Partner and 
Internal Audit Manager attend Audit and Risk Committee meetings at the invitation of the Audit and Risk Committee. Briscoe 
Group’s external auditor also attends meetings at the committee’s invitation. The Audit and Risk Committee receives reports 
from the external auditor without management present, concerning any matters that arise in connection with the performance 
of management’s role and otherwise as necessary to protect the independence of the Audit and Risk Committee from undue 
influence. 
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
94

Remuneration Committee
Recommendation 3.3: “An issuer should have a Remuneration Committee which operates under a written charter (unless 
this is carried out by the whole Board). At least a majority of the Remuneration Committee should be independent directors. 
Management should only attend Remuneration Committee meetings at the invitation of the Remuneration Committee.”
The Board operates a Human Resources Committee which incorporates remuneration. The Human Resources Committee 
currently comprises Andy Coupe (Chair), Dame Rosanne Meo, Tony Batterton and Mark Callaghan, all of whom are 
independent, non-executive Directors and whose qualifications and experience are available on Briscoe Group’s website. The 
Human Resources Committee meet at least three times during the year. The Committee assists the Board in discharging its 
responsibilities with respect to the remuneration and performance of the Group Managing Director and other senior executives, 
remuneration of Directors, health and safety and human resources policy and strategy. The Human Resources Committee 
operates under the Human Resources Committee Charter, and this is available through the link here:  Human Resources 
Committee Charter, and on Briscoe Group’s website. Selected management only attend Human Resource Committee meetings 
at the invitation of the Human Resources Committee. 
Nomination Committee
Recommendation 3.4: “An issuer should establish a nomination Committee to recommend Director appointments to the 
Board (unless this is carried out by the whole Board), which should operate under a written charter. At least a majority of the 
Nomination Committee should be independent Directors.”
The Board does not operate a separate Nomination Committee, as Director appointments are considered by the Board as a 
whole. The Board’s procedure for the nomination and appointment of Directors is summarised under Principle 2 above (under 
the heading “Nomination and Appointment of Directors”).
Overview of Board Committees
Recommendation 3.5: “An issuer should consider whether it is appropriate to have any other Board committees as standing 
Board committees. All committees should operate under written charters. An issuer should identify the members of each of its 
committees, and periodically report member attendance.”
The Board does not operate any other committees apart from the Audit and Risk Committee and the Human Resources 
Committee. Briscoe Group has thoroughly assessed whether any other standing Board committees are appropriate and has 
determined they are not. This determination is grounded in the confidence that the current Board and its existing committees have 
the requisite experience and expertise to effectively undertake all essential Board functions.  
Each committee operates under a charter which is available on Briscoe Group’s website. Committee members are appointed 
from members of the Board and membership is reviewed on an annual basis. Any recommendations made by the committees are 
submitted to the full Board for formal approval. 
Attendance at Board and Committee Meetings for the Year Ended 26 January 2025
Board
Audit and Risk
Human Resources
Number of meetings held
141.
4
4
Attended
Attended
Attended
Dame Rosanne Meo
13
4
4
Rod Duke
13
4
3
Tony Batterton
14
4
4
Andy Coupe
14
4
4
Mark Callaghan
14
4
4
1. Includes two meetings of the Board held immediately after the half and full-year Audit and Risk Committee meetings to approve Group resolutions associated with 
releases to the NZX and ASX, financial statements and dividends.
Briscoe Group Limited Annual Report 2025  | Corporate Governance Statement
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Control Transaction Protocols
Recommendation 3.6: “The Board should establish appropriate protocols that set out the procedure to be followed if there is a 
‘control transaction’ for the issuer (amongst other matters).”
A “control transaction” means any transaction that: (a) is regulated by the Takeovers Code; (b) would be regulated by the 
Takeovers Code if it were not structured as a scheme of arrangement under Part 15 of the Companies Act 1993; or (c) is a 
“Restricted Transfer’ under Appendix 3 (Takeover Provisions) of the NZX Listing Rules. 
Given Briscoe Group’s shareholding structure, with the majority Shareholder being a member of the Board, the Board considers 
the likelihood of an unanticipated control transaction to be low, and so the Board does not consider it necessary for this 
recommendation to be adopted. However, in the event a control transaction offer is received, the Board has already agreed 
that a Control Transaction / Takeover Response Committee would be convened, comprised of Independent Directors. That 
committee would consider the Company’s actions in relation to the control transaction offer, including seeking appropriate 
legal, financial and strategic advice, and, as applicable, complying with takeover regulation (including the appointment of an 
independent advisor under the Takeovers Code and the preparation of a Target Company Statement) and determining what 
additional information (if any) would be provided by the Company to the bidder. 
Principle 4 – Reporting and Disclosure
The Board should demand integrity in financial and non-financial reporting, and in the 
timeliness and balance of corporate disclosures.
Continuous Disclosure
Recommendation 4.1: “An issuer’s Board should have a written Continuous Disclosure Policy.”
As a listed company, there is an imperative to ensure the market is informed, and the listed securities are being fairly valued 
by the market. In addition to statutory disclosures, the company provides ongoing updates of its operations. This material is 
made publicly available through releases to the NZX and ASX, in accordance with the relevant Listing Rules. Briscoe Group 
has a Continuous Disclosure Policy, and this is available through the link here: Continuous Disclosure Policy, and on Briscoe 
Group’s website. The purpose of this policy is to: ensure Briscoe Group complies with its continuous disclosure obligations; 
ensure timely, accurate and complete information is provided to all Shareholders and market participants; and outline the 
responsibilities in relation to the identification, reporting, review and disclosure of material information relevant to Briscoe Group. 
Charters and Policies
Recommendation 4.2: “An issuer should make its code of ethics, Board and committee charters and the policies recommended 
by NZX Code, together with any other key governance documents, available on its website.”
Information about Briscoe Group’s corporate governance framework (including Code of Conduct, Board and Board committee 
charters, and other selected key governance codes and policies) is available through the link here: Charters and Policies, and on 
Briscoe Group’s website.  
Financial and Non-Financial Reporting
Recommendations 4.3 and 4.4: “Financial reporting should be balanced, clear and objective. An issuer should provide 
non-financial disclosure at least annually, including considering environmental, social sustainability and governance factors 
and practices. It should explain how operational or non-financial targets are measured.  Non-financial reporting should be 
informative, include forward looking assessments, and align with key strategies and metrics monitored by the Board.”
Financial Reporting
The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy, 
completeness and timeliness of financial statements, and ensuring that financial reporting is balanced, clear and objective. 
It reviews annual and half year financial statements and makes recommendations to the Board concerning the application 
of accounting policies and practice, areas of judgement, compliance with accounting standards, stock exchange and legal 
requirements, and the results of the external audit. 
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Management’s accountability for Briscoe Group’s financial reporting is reinforced by the written confirmation from the 
Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly maintained and that 
the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position 
and performance of Briscoe Group. Such representations are given on the basis of a sound system of risk management and 
internal control approved by the Audit and Risk Committee, which is operating effectively in all material respects in relation to 
financial reporting risk.  
Non-Financial Reporting - Sustainability
Briscoe Group regularly assesses its exposure to environmental, social sustainability and governance factors as part of the overall 
framework for managing risk (see Principle 6 – Risk Management) and provides non-financial disclosure of this nature to its 
shareholders on at least an annual basis. 
Being one of New Zealand’s leading retailers we are committed to improving sustainability performance across the four pillars of 
our sustainability strategy: Governance, Community, Our People and the Environment. Progress against these pillars is reported 
on pages 19-27 of this report.   
Briscoe Group is a Climate Reporting Entity and is publicly reporting for its period ending 26 January 2025, the Group’s climate 
related risks and opportunities in accordance with Aotearoa New Zealand Climate Standards released on 15 December 2022 
(see pages 28-40 of this report).  
Principle 5 – Remuneration
The remuneration of Directors and executives should be transparent, fair and reasonable.
Remuneration Policy
Recommendations 5.1 and 5.2: “An issuer should have a remuneration policy for the remuneration of directors. An issuer should 
recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be 
clearly disclosed in the issuer’s Annual Report. An issuer should have a remuneration policy for remuneration of executives which 
outlines the relative weightings of remuneration components and relevant performance criteria.”
The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Directors and 
employees including senior executives, to ensure that remuneration practices are fair and appropriate, and that there is a 
clear link between remuneration and performance. A copy of the Remuneration Policy, which is reviewed annually by both 
management and the Human Resources Committee, is available through the link here: Remuneration Policy and on Briscoe 
Group’s website. Briscoe Group is committed to applying fair and equitable remuneration and reward practices in the workplace, 
taking into account internal and external relativity, the commercial environment, the ability to achieve Briscoe Group’s business 
objectives and alignment with protecting and enhancing Shareholder value. Under Briscoe Group’s remuneration framework, 
jobs are sized using a robust and recognised methodology with remuneration evaluated against the relevant market for talent. 
We incorporate individual performance against defined key performance objectives as a key consideration in all remuneration-
based decisions, balanced by the organisational context. Remuneration for senior management includes a mix of fixed and 
variable components.  The mechanics of individual schemes, performance criteria including focus areas, specific targets, 
weightings, and quantum relating to performance payments which comprise short, medium and long-term incentives are 
regularly appraised to ensure they incorporate changing market conditions as well as the Company’s performance in relation to 
strategic initiatives that are deemed by the Board to be most relevant in driving Shareholder value.
Director Fees
Non-Executive Directors are paid fees in accordance with the table provided under 5.1. The levels at which fees are set reflects 
the time commitment and responsibilities of the roles of Non-Executive Directors. Non-executive directors do not receive 
performance-based remuneration. The Board uses various sources to inform its decision making on fees and consults with 
expert independent advisors where appropriate. 
Shareholder approval is sought for any increase in the pool available to pay Directors’ fees. Approval was last sought in 2024, 
when the pool limit was set at $444,000 per annum.  
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Position
Fees (per annum)
Board of Directors
Chair
$152,000
Member
$76,000
Audit and Risk Committee
Chair
$12,000
Member
$7,000
Human Resources Committee
Chair
$10,000
Member
$7,000
Remuneration of Directors in the reporting period is tabulated below:
Board
Fee
Audit and Risk 
Committee
Human 
Resources 
Committee
Total
Fees
Other 
Payments/
Benefits
Total 
Remuneration
Dame Rosanne Meo
$149,000
$7,000
$7,000
$163,000
-
$163,000
Rod Duke1.
-
-
-
-
$1,766,177 
$1,766,177 
Tony Batterton
$74,500
$12,000
$5,250
$91, 750
-
$91, 750
Andy Coupe
$74,500
$7,000
$10,000
$91,500
-
$91,500
Mark Callaghan
$74,500
$5,250
$7,000
$86,750 
-
$86,750 
Total
$372,500 
$31,250 
$29,250 
$433,000 
$1,766,177 
$2,199,177 
1.	 No Directors’ fees are paid to Executive Directors. For more information in relation to Executive Director remuneration refer to 
“Managing Director Remuneration” below. 
The Board has determined the following allocation from the current pool:
Executive and Employee Remuneration
In 2019, the Board introduced the Briscoe Group Senior Executive Incentive Plan to grant performance rights to key senior 
management personnel as a long-term incentive (LTI) programme. Vesting is dependent upon achievement of Earnings per Share 
(EPS) and Absolute Total Shareholder Return (aTSR) growth targets at the end of a three-year term. Seven tranches of performance 
rights have been issued under this programme. The rules of the scheme provide the ability for Directors to exercise discretion in 
relation to a number of aspects of the scheme, including varying the terms or outcomes of schemes. The Directors recognise the 
importance of transparency, maintaining the integrity of schemes, and ensuring that Shareholder value is protected or enhanced 
through the operation of these schemes. To do so, the Directors have chosen to let results “lie where they fell” for each tranche 
issued to date and recognise that scheme participants understand and respect their decisions to do so. 
A medium-term incentive (MTI) scheme was also introduced for other selected senior management. This plan vests in cash rather 
than equity over a two-year period, using the same measures of EPS and aTSR as the LTI. To date, six tranches of this scheme have 
been issued. 
Periodically the Human Resources Committee, on behalf of the Board, seeks independent external advice to ensure that 
remuneration for senior executives is appropriate and fulfils the objectives of attraction, retention and motivation. This exercise 
was last conducted in full in 2022 for the roles included as part of the senior management team.  The Board is satisfied that the 
outcomes of that review remain largely appropriate in the current market. Noting changes to roles and incumbents in a small 
number of positions the Board will reassess any need to seek further independent advice in the 2025 calendar year. 
In this manner, the various components of remuneration maintain alignment with the interests of Shareholders, the Company and 
the individual.   
The number of employees and former employees within Briscoe Group (including the Managing Director but excluding any other 
Director) receiving remuneration and benefits above $100,000, relating to the 52-week period ending 26 January 2025 is set out 
in the following table:
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Senior Management 
Briscoe Group’s senior management are appointed by the Managing Director and their key performance indicators (‘KPIs’) are 
comprised of specific Briscoe Group financial objectives along with business related individual objectives. Establishing and 
monitoring these KPIs is done annually by the Managing Director recommending the KPIs to the Human Resources Committee, 
which in turn, makes recommendations to the Board for approval. The performance of the senior management against these 
KPIs is evaluated annually and serves as a key determinant of any short-term incentive scheme values and payments. The 
quantum available to be earned by each participant was reviewed as part of the independent external review conducted in 
2022 and revised in line with any changes to fixed remuneration in 2023. Potential values to be earned are indexed to fixed 
remuneration thereby remaining in line with intended remuneration packages. 
Short Term Incentive Payments
Short term incentive (STI) payments are at risk cash payments designed to motivate and reward for short term (within each 
financial year) performance. The target value of a STI payment is set by the Managing Director with a specified dollar potential 
available to each participant in the scheme. The target areas for all employees who are entitled to a STI payment are set 
based on a combination of company financial performance, specific financial performance relative to the employee’s areas of 
responsibility and individual goals. The weightings applied to each of the target areas will be largely consistent throughout the 
company for roles entitled to a STI payment but may vary, along with specific targets to be achieved, depending on specific 
areas of focus as determined by the Managing Director.  Achievement of Net Profit After Tax (NPAT) is a fundamental hurdle that 
must be achieved prior to measurement and satisfaction of any other role based or personal goals. In the absence of achieving 
budget NPAT, no scheme vests nor rewards the performance or contributions of the participant.
 
The Board approves the STI payments to be made to senior management at the end of the financial year and approves the 
senior management targets for the following year. The Board reserves the right to exercise discretion in circumstances where 
specific KPI’s are not met but exceptional performance warrants some financial recognition.
 
As Budget NPAT was not achieved for the financial year ended 26 January 2025, no Short-Term Incentive schemes vested. The 
Board, in recognising the contributions and wider achievements made across a broader range of measures than financial targets, 
elected to use their discretion and determined a discretionary payment of up to 50% of the maximum achievable would be 
made. This applied to all participants who are included in formal Short-Term Incentive Schemes along with payment made to all 
team members who had met basic criteria such as being permanent employees who had worked at least a minimum number of 
hours in the prior financial year. In this manner, all employees were recognised and rewarded for their efforts and contributions.
Remuneration
Number of Employees
$100,000 - $109,999
21
$110,000 - $119,999
16
$120,000 - $129,999
6
$130,000 - $139,999
8
$140,000 - $149,999
7
$150,000 - $159,999
1
$160,000 - $169,999
4
$170,000 - $179,999
8
$180,000 - $189,999
4
$190,000 - $199,999
9
$200,000 - $209,999
4
$210,000 - $219,999
3
$220,000 - $229,999
4
Remuneration
Number of Employees
$230,000 - $239,999
1
$250,000 - $259,999
2
$260,000 - $269,999
2
$290,000 - $299,999
1
$360,000 - $369,999
1
$420,000 - $429,999
1
$490,000 - $499,999
1
$600,000 - $609,999
1
$610,000 - $619,999
1
$850,000 - $859,999
1
$940,000 - $949,999
1
$1,760,000 - $1,769,999
1
The table above includes individuals who were employees during the 52-week period ending 26 January 2025 and who received 
remuneration and benefits above $100,000 during that period.
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Medium Term Incentive Payments
Medium term incentive (MTI) payments are at risk cash payments designed to motivate and reward for medium term (crossing 
two financial years) performance. A two-year term provides for evaluation of performance over a longer term than used for 
purposes of STI and ensures a degree of impact or sustainability thereby avoiding or reducing the risk of “short-termism”. MTI 
participants are members of the broader senior management team who significantly influence achievement of the Company’s 
performance. The target value of an MTI payment is recommended by the Managing Director for approval by the Board, with a 
specified dollar amount potentially available to each participant in the scheme. Performance is assessed at Company rather than 
individual level with measures aligned to those of the Long-Term Incentive Scheme (LTI), albeit over a slightly lesser timeframe. 
The Board will review performance and approve any MTI payments to be made to participants subsequent to announcement of 
results for the financial year just passed and approve objectives for the following year. Participants in the MTI do not participate 
in the LTI
 
Long Term Incentive Payments
On 26 March 2019 the Board approved a Senior Executive Incentive Plan under which selected senior employees could be 
granted Performance Rights which upon vesting would reward the employees with ordinary shares in the Company. Vesting 
of the Performance Rights occurs after three years and is subject to the achievement of certain performance hurdles, relating 
to the Company’s achievement against Absolute Total Shareholder Return and Earnings Per Share growth targets. The external 
independent review of remuneration conducted in 2022 confirmed the appropriateness of the measures and that the use of 
Performance Rights is aligned with the market. Participants in the LTI do not participate in the MTI. 
Seven tranches of Performance Rights have been issued under this Plan. 
Managing Director Remuneration
Recommendation 5.3: “An issuer should disclose the remuneration arrangements in place for the CEO in its Annual Report. This 
should include disclosure of the base salary, short-term incentives and long-term incentives and the performance criteria used 
to determine performance-based payments.” 
The remuneration of the Managing Director for the year ended 26 January 2025 was:
Period Ended 
26 January 2025
Base Salary
$1,223,160 
Other Benefits
$140,517 
Discretionary Payment
$402,500 
Subtotal
$1,766,177 
LTI (refer below)
-
Total Remuneration
$1,766,177 
The remuneration of the Managing Director comprises fixed and performance payments. Fixed remuneration includes a 
base salary and other benefits comprising; contributions to superannuation, life insurance, health insurance and a fuel card. 
The performance targets included in the Managing Director’s Short-Term Incentive Scheme include achievement of financial 
objectives (achievement of budget NPAT, weighted at 70%) as well as progress on strategic initiatives (weighted at 30%). 
Strategic initiatives include those which are core to the ongoing day to day operation of the business in combination with those 
which position the company well for future operation, such as the development of our new Distribution Centre, system and 
platform transformation and implementation, along with projects focused on our people, property and products. 
  
As noted in the Short Term Incentive Payments section above, as Budget NPAT was not achieved for the financial year ended 26 
January 2025, no Short-Term Incentive schemes vested. The Board, in recognising the contributions and wider achievements 
made across a broader range of measures than financial targets, elected to use their discretion and determined a discretionary 
payment of up to 50% of the maximum achievable would be made. This applied to the Managing Director also.The Managing 
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
100

Director does not participate in the MTI Scheme and, given his shareholding in the Company, nor does he participate in any 
equity-based Long Term Incentive Scheme.  
In accordance with the externally conducted review of the remuneration packages of the roles in the senior management team 
conducted in 2022, the structure and quantum of the remuneration package of the Group Managing Director was considered 
appropriate. 
The Managing Director has no entitlement to any golden handshake or golden parachute payment. 
Principle 6 – Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and 
how to manage them. The Board should regularly verify that the issuer has appropriate 
processes that identify and manage potential and material risks.
Risk Management
Recommendation 6.1: “An issuer should have a risk management framework for its business and the issuer’s Board should 
receive and review regular reports. An issuer should report the material risks facing the business and how these are being 
managed.”
The Board is responsible for Briscoe Group’s risk assessment, management and internal control and it believes it has carried out 
a robust risk assessment process. Principally through the Audit and Risk Committee, the Board monitors policies and processes 
that identify significant business risks including climate related risks and implements procedures to monitor these risks. The 
Board has assessed the most material risks facing the business to be unfavourable and unpredictable economic conditions; 
increased competition; inadequate or unsuccessful strategic decisions; IT systems or security failure; and merchandise and 
supply chain issues. 
The Board has set the risk appetite for the Group, taking into consideration the expectations of Shareholders and other 
stakeholders. The Board recognises that prudent risk-taking is essential for innovation and competitive advantage, while also 
acknowledging the importance of risk management to safeguard the Group’s reputation and financial stability. The clear 
articulation of the risk appetite provides for an effective mechanism to inform investment decisions, facilitate the discussion of 
risk, set parameters within which objectives must be delivered, and support the awareness of risk by our staff and partners.  
The Board has a moderate to high-risk appetite in pursuit of the Group’s strategic initiatives and innovation and growth. The 
Board accepts a moderate level of operational risk to optimise efficiencies, streamline processes, and adapt to changing market 
dynamics while ensuring continuity of business operations. The Board has a low appetite for financial risk, ensuring prudent 
capital management, liquidity, and profitability, while acknowledging the need for strategic investment to drive growth. The 
Board has a very low appetite for risks to the Group’s brand and reputation, which includes the health and safety of staff, 
customers and suppliers; non-compliance with legal and regulatory standards; and cyber, data and technology security. 
The Board continues to evaluate and adapt the Group’s risk appetite to respond to evolving market conditions, regulatory 
requirements and Shareholder and stakeholder expectations. 
A management risk committee comprising the Managing Director, Chief Financial Officer, Chief Operating Officer, Finance 
Manager and Internal Audit Manager meets every quarter to identify and assess the major risks affecting the business by 
maintaining a risk matrix which is used to develop strategies to monitor and mitigate these risks. Risks are assessed against the 
impact of the risk and the likelihood of it eventuating.  The management risk committee reports to the Audit and Risk Committee 
providing updates on changes to top risks. The risk matrix is provided to the Board six monthly. Significant risks are discussed at 
Board meetings, or as required. Briscoe Group maintains insurance policies that it considers adequate to meet insurable risks.    
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Health and Safety
Recommendation 6.2: “An issuer should disclose how it manages its health and safety risks and should report on their health 
and safety risks, performance and management.”
The Human Resources Committee, the Chief People Officer and specialist team members in the Human Resource function 
assist the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations and 
policies. 
The Human Resources Committee, along with management, is responsible for ensuring that Health and Safety has appropriate 
focus and is sufficiently resourced to achieve its objectives within Briscoe Group. This includes safeguarding the health and 
safety of Briscoe Group’s workers, other workers under its influence and ensuring the health and safety of its customers, visitors 
and the general public to the extent reasonably practicable. 
Company performance across a range of measures of Health and Safety are a consistent and priority agenda item at all Board 
meetings. The Board and senior management are apprised of all notifiable incidents and injuries and the actions taken to ensure 
the health and wellbeing of injured persons. Actions taken to prevent incident recurrence are also advised. 
Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and systems, 
capability of staff and the general culture of the business in relation to safety. 
Briscoe Group operates a Health and Safety Risk Matrix to identify specific hazards and risks, assess their severity of impact 
and likelihood of occurrence, document mitigation strategies and determine the level of residual risk. The matrix incorporates 
psychosocial wellbeing in addition to physical safety. This matrix is reviewed at least annually by the Human Resources 
Committee and annual Health and Safety objectives and KPIs are set for the business based on the significant risks identified.  
The Company operates a continuous system of hazard identification and management along with monthly reviews of 
performance to ensure that opportunities for improvement are identified and progressed. As our highest Health and Safety risk, 
reviews of Traffic Management Plans continue. Continuous vigilance in this area is vital to the safety and wellbeing of our team 
and other visitors to our sites. Another key risk is injury due to manual handling. In 2024 we commenced development of manual 
handling training incorporating the use of virtual reality to create a safe environment in which to train and practice appropriate 
manual handling practices. Our physiotherapy designed programme has been piloted in one location for both trading brands 
and rolled out to a slightly wider group of stores to increase the numbers of people involved in the training and who can provide 
feedback. Both the technology and programme have been enthusiastically embraced by our team members and managers. 
We have continued the extensive work already completed in the area of team member and customer safety due to anti-social 
and violent behaviour by visitors to our sites. The work conducted by the Briscoe Group team was complemented by work with 
and by external stakeholders including the New Zealand Police, other retailers and Retail New Zealand. We have recognised 
that this remains a priority to protect both the physical and mental wellbeing of our team. The work in this area includes but 
is not limited to the training provided to our team with consideration for different role types, equipment provided to our Loss 
Prevention Specialists and management teams, systems and processes used to identify and monitor undesirable behaviour 
and systems and tools used to protect people, product and property. We are determined that our team know and believe that 
nothing, including loss of product, is more important than the safety of them, their fellow team members and other visitors to our 
sites. 
We use a range of indicators including usage of our Employee Assistance Programme to ensure our actions are targeting known 
needs as well as identifying new issues or concerns. In 2024 we successfully implemented Sonder as our wider employee 
wellbeing support system. Employee feedback has been extremely positive, and we see continued increases in the use of the 
services provided through the platform. Our Employee Engagement platform provides additional information from our team on 
health and safety as well as other matters relating to general wellbeing and it has been pleasing to see the continued upward 
trend in engagement scores across the Company. Importantly, we have identified positive relationships between scores through 
our employee engagement platform and business metrics including customer satisfaction and other performance metrics. An 
engaged and happy team is key to customer satisfaction. 
Both senior management and the Board receive regular updates on our health and safety performance.  Complementing 
our regular reviews, our annual deep dive with the Board continues to ensure we challenge ourselves to improve on prior 
performance through reductions in health and safety incidents, injury frequency and severity. We continue to be encouraged by 
our improved performance on measures such as Lost Time Injury Frequency Rates, performance data shared by ACC and our 
own internal recording and reporting systems. 
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Principle 7 – Auditors
The Board should ensure the quality and independence of the external audit process.
External Audit
Recommendations 7.1 and 7.2: “The Board should establish a framework for the issuer’s relationship with its external auditors. 
This should include procedures prescribed in the NZX Code. The external auditor should attend the issuer’s annual shareholders 
meeting to answer questions from shareholders in relation to the audit.”
The Audit and Risk Committee is responsible for the oversight of Briscoe Group’s external audit arrangements. These 
arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code. 
The Audit and Risk Committee is committed to ensuring Briscoe Group’s external auditor is able to carry out its work 
independently so that financial reporting is reliable and credible. Briscoe Group has an External Auditor Independence policy, 
which is available through the link here: External Auditor Independence Policy, and on Briscoe Group’s website. The External 
Auditor Independence policy implements the procedures set out in the NZX Code. Regular rotation of the Company’s external 
audit firm is not mandated however, the Engagement and Quality Review partners of the Company’s external auditors are 
required to rotate every five years and are subject to a two-year cooling-off period. Pricewaterhouse Coopers has been the 
external auditor of Briscoe Group since 2001. The current lead audit partner, Jolly Morgan, commenced his 5 year term from 
February 2024. 
The External Auditor Independence policy sets out the work that the external auditor is required to do and specifies the 
services that the external auditor is not permitted to do unless authorised by both the Chair and the Chair of the Audit and Risk 
Committee and so advised to the Board. This is so the ability of the auditor to carry out its work is not impaired and could not 
reasonably be perceived to be impaired. During 2021 a benchmarking exercise was undertaken by the Board which involved 
discussions with other external audit companies capable of fulfilling the Group’s external audit requirements. As a result of this 
exercise the Board was satisfied that the current external auditor remained the most appropriate choice for the Group’s external 
audit engagement.   
 
The external auditor attends the Annual Shareholders’ Meeting, and the lead audit partner is available to answer relevant 
questions from Shareholders at that meeting.  
Briscoe Group’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity as 
auditor for the period ended 26 January 2025 were $165,000 (2024: $155,500). Total fees paid to PricewaterhouseCoopers 
for other professional services for the period ended 26 January 2025 were $55,000 (2024: $47,500). The other service fees 
comprise a half yearly review. 
Internal Audit
Recommendation 7.3: “Internal audit functions should be disclosed.”
Briscoe Group has an internal audit team that performs assurance and compliance reviews across company operations as part 
of a risk-based programme of work approved by the Audit and Risk Committee. In scope are all aspects of the Group’s store 
and non-store operations. In addition to the assurance and compliance work, the internal audit team provides advice to improve 
both established systems and processes, and during the design and implementation phase of new systems and processes. The 
Internal Audit Manager reports functionally to the Audit and Risk Committee and administratively to the Chief Financial Officer.  
The Internal Audit Manager provides regular reporting to management as well as directly to the Board and Audit and Risk 
Committee.
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Principle 8 – Shareholder Rights and Relations
The Board should respect the rights of shareholders and foster constructive relationships 
with shareholders that encourage them to engage with the issuer.
Information for Shareholders
Recommendation 8.1: “An issuer should have a website where investors and interested stakeholders can access financial and 
operational information and key corporate governance information about the issuer.”
Briscoe Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that all 
Shareholders are provided with all information necessary to assess Briscoe Group’s direction and performance. 
This is done through a range of communication methods including periodic and continuous disclosures to NZX and ASX, half 
year and annual reports (including Addendums) and the Annual Shareholders’ Meeting. Briscoe Group’s website provides a 
range of information about the Group including financial and operational information, information about its Directors and senior 
management and copies of its governance documents, for investors and interested stakeholders to access at any time.
Communicating with Shareholders
Recommendation 8.2: “An issuer should allow investors the ability to easily communicate with the issuer, including by 
designing its shareholder meeting arrangements to encourage shareholder participation and by providing the option to receive 
communications from the issuer electronically.”
Shareholders have the option of receiving their communications electronically, including by email or through Briscoe Group’s 
investor centre. Briscoe Group’s website includes a section for Shareholder communications and the Board has always been 
committed to having an open dialogue with Shareholders and welcomes investor enquiries. 
Briscoe Group generally holds ‘hybrid’ Shareholder meetings that allow Shareholders to attend either a physical event in person 
or participate virtually by attending and voting online. Shareholders can ask questions at Shareholder meetings regardless of 
whether they attend the meeting online or in person. Where possible, the Managing Director attends all Shareholder meetings 
and actively participates in the answering of any questions received from Shareholders. . 
Shareholder Voting Rights
Recommendation 8.3: “Shareholders should have the right to vote on major decisions which may change the nature of the 
company in which they are invested.”  
In accordance with the Companies Act 1993, the Company’s Constitution, and the NZX and ASX Listing Rules, Briscoe Group 
refers any significant matters to Shareholders for approval at a Shareholder meeting.  
Further Capital
Recommendation 8.4: “If seeking additional equity capital, an issuer should offer further equity securities to existing 
shareholders of the same class on a pro rata basis, and on no less favourable terms, before further equity securities are offered to 
other investors.”
If the Company seeks additional equity capital, the Board will ensure it considers the interests of existing shareholders and, 
where that is reasonable and in the best interests of the Company, permit shareholders to participate on a pro-rata basis. 
Notice of Annual Shareholders meeting
Recommendation 8.5: “The Board should ensure that the annual shareholders notice of meeting is posted on the issuer’s 
website as soon as possible and at least 20 working days prior to the meeting.”
Briscoe Group posts any notices of Shareholder meetings on its website as soon as these are available. The general practice is to 
make these available not less than four weeks prior to the Shareholder meeting unless extraordinary circumstances apply which 
means this is not possible.
Briscoe Group Limited Annual Report 2025 | Corporate Governance Statement
104

General  
Disclosures
Board of Directors
Dame Rosanne Meo, DNZM, OBE, BA, Dip BIA: Chairman (Non-Executive)  
Director of AMP Administration (NZ) Ltd and Rosanne Meo Consulting. Chartered Fellow of Institute of Directors.
Rod Duke, CNZM: Group Managing Director and Deputy Chairman 
Group Managing Director since 1991. Director of Kein Geld (NZ) Limited, RA Duke Limited, Briscoe Share Plan Trustee Limited, 
Kein Geld Westgate Limited and RD Golf Investments Limited. 
Tony Batterton, BCom, C.A: Director (Non-Executive) 
Partner and Director of Evergreen Partners Ltd and related entities. Non-Executive Director of Scales Corporation Limited, Direct 
Capital IV Management Ltd and related entities, NZ Fine Tours Holdings Limited and Siplow Nominees Ltd.
Andy Coupe, LLB: Director (Non-Executive) 
Chairman of Kingfish Ltd, Barramundi Ltd and Marlin Global Ltd. Chartered Fellow of Institute of Directors.
Mark Callaghan, BCA (Hons): Director (Non-Executive) 
Director of Tasti Products Limited, Hepstone Ltd, and Callaghan & Associates Ltd. Member of Institute of Directors.
 
Subsidiary Companies 
No employee of the Group appointed as a Director of Briscoe Group Limited or its subsidiaries receives or retains any 
remuneration or other benefits in their capacity as a Director. 
The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the year 
ended 26 January 2025, are included in the relevant bandings for remuneration disclosed as part of the “Remuneration” section 
of the Corporate Governance Statement included in this Annual Report (page 99). 
The persons who held office as Directors of subsidiary companies at 26 January 2025 are as follows:  
Briscoes (New Zealand) Limited  
Rod Duke, Geoff Scowcroft
The Sports Authority Limited 
Rod Duke, Geoff Scowcroft
Rebel Sport Limited 
Rod Duke
Living & Giving Limited 
Rod Duke
 
Briscoe Group Limited Annual Report 2025 | General Disclosures
105

Principal Activities of the Group
Briscoe Group Limited is a non-trading holding company but provides management services to its subsidiaries. 
The principal trading subsidiaries are Briscoes (New Zealand) Limited, a specialist homeware retailer selling leading branded products, 
and The Sports Authority Limited, (trading as Rebel Sport), New Zealand’s largest retailer of most leading brands of sporting goods. 
The subsidiaries are 100% owned by Briscoe Group Limited. 
During the period there were no changes to the nature of Briscoe Group Limited’s business or that of its subsidiaries. There were also 
no changes to company structure.
Directors
A.     Shareholdings
Beneficially Held
As at 14 March 2025
Number of shares
RAB Coupe
10,000
HJM Callaghan
10,000
Non-Beneficially Held
 
As at 14 March 2025 
 Number of shares
RA Duke as Trustee of the RA Duke Trust
171,566,383
RPO’L Meo
100,000
AD Batterton
30,000
For further details refer to Substantial Product Holders information (page 107).
B.     Share dealings 
During the 52-week period ended 26 January 2025 the following directors acquired shares in the Company: 
Director
Date of transaction
Number of shares acquired
Consideration 
AD Batterton
14 – 19 March 2024
10,000
$46,290 
HJM Callaghan
7 May 2024
10,000
$44,500
There were no other changes to Directors’ interests in Briscoe Group Limited during the period. 
C.     Directors’ Insurance
As provided by the Group’s Constitution and in accordance with Section 162 of the Companies Act 1993 the Group has arranged 
Directors’ and Officers’ Liability Insurance which ensures Directors will incur no monetary loss as a result of actions undertaken by them 
as Directors provided they act within the law.
 
D.     Interests in contracts
During the 52-week period ended 26 January 2025 the following Directors have declared pursuant to Section 140 (1) of the 
Companies Act 1993 that they be regarded as having an interest in the following transactions:  
• 	
The RA Duke Trust, of which RA Duke is a trustee, as owner of the Rebel Sport premises at Panmure, Auckland, received 
rental payments of $732,500 (2024: $722,897) from the Group, under an agreement to lease premises to The Sports 
Authority Limited, trading as Rebel Sport. (Refer to Note 6.1.1 of the financial statements).  
• 	
Kein Geld (NZ) Limited, an entity associated with RA Duke, received rental payments of $600,634 (2024: $600,634), as 
owner of the Briscoes Homeware premises at Wairau Park, Auckland, under an agreement to lease premises to Briscoes (NZ) 
Limited. (Refer to Note 6.1.1 of the financial statements). 
Briscoe Group Limited Annual Report 2025 | General Disclosures
106

• 	
Kein Geld Westgate Limited, an entity associated with RA Duke forms part of an unincorporated joint venture known as 
Westgate Lifestyle Centre Joint Venture. The joint venture owns Westgate Lifestyle Shopping Centre at Westgate, Auckland, 
which includes the Briscoes Homeware and Rebel Sport premises. Rental payments of $565,144 (2024: $423,858) were 
received under an agreement to lease premises to Briscoes (NZ) Limited. The joint venture also received rental payments of 
$301,253 (2024: $225,939) under an agreement to lease premises to The Sports Authority Limited, trading as Rebel Sport. 
(Refer to Note 6.1.1 of the financial statements).
E.     Directors’ and Officers’ use of Company Information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use of Company 
information.
Shareholders Information 
Holding Range at 14 March 2025
No. Investors
Total Holdings
%
1 – 1000
1,182
716,644
0.32
1,001 – 5,000
1,689 
4,727,251
2.12 
5,001 – 10,000
576
4,455,268
2.00
10,001 – 100,000
498
12,157,372
5.46
100,001 and over
33
200,733,477
90.10
Total
3,978 
222,790,012
100%
Substantial Product Holders
The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at 26 January 2025, details 
of the Substantial Product Holders in the company and their relevant interests in the company’s shares are as follows:
Substantial Product Holder
Holding as at 
26 January 20251
R A Duke2
171,566,383
1.	 This information reflects the company’s records and disclosures made under section 280(1)
(b) of the Financial Markets Conduct Act 2013. 
2.	 R A Duke has a relevant interest as a trustee of the R A Duke Trust which was disclosed in 
the SSH notice dated 13 October 2016, in respect of 170,081,138 ordinary shares. As at 26 
January 2025 this interest was in respect of 171,566,383 ordinary shares. 
 
 
The total number of ordinary shares on issue (being all of the voting shares of the company) as at 26 January 2025 was 
222,790,012.
Briscoe Group Limited Annual Report 2025 | General Disclosures
107

Top 20  
Shareholders
As at 14 March 2025
Rank
Holder’s Name*
Total
%
1
JB Were (NZ) Nominees Limited **
173,705,784
77.97
2=
Gerald Harvey
5,250,000
2.36
2=
Harvey Norman Properties (NZ) Ltd
5,250,000
2.36
4
Accident Compensation Corporation
2,875,310
1.29
5
Custodial Services Limited
2,111,918
0.95
6=
Alaister John Wall, Beverley Ann Wall and Benedict Dougles Tauber as 
Trustees of Tunusa Trust established for the benefit of the family of AJ 
and BA Wall
1,000,000
0.45
6=
Stuart Hamilton Johnstone and Lorraine Rose Johnstone
1,000,000
0.45
8
HSBC Nominees (New Zealand) Limited 
993,951
0.45
9
New Zealand Depository Nominee
930,617
0.42
10
Forsyth Barr Custodians Limited
922,339
0.41
11
Manhattan Trustee Limited
683,000
0.31
12
FNZ Custodians Limited
552,472
0.25
13
Peter William Burilin
540,839
0.24
14
Shu Wen Chiang
534,861
0.24
15
Gemscott Limited
335,000
0.15
16
Geoffrey Peter Scowcroft
307,809
0.14
17
Shih Ting Huang
306,719
0.14
18
Bnp Paribas Nominees NZ Limited Bpss40
267,485
0.12
19
Nzx Wt Nominees Limited
266,557
0.12
20
Elizabeth Beatty Benjamin & Michael Murray Benjamin
220,000
0.10
*  A number of the registered holders listed below hold shares as nominees for, or on behalf of, other parties.  
** Includes 171,566,383 shares in relation to holdings associated with R A Duke. 
Briscoe Group Limited Annual Report 2025 | Top 20 Shareholders
108

Directors
Dame Rosanne PO’L Meo (Chairman)
Rodney A. Duke
Anthony (Tony) D. Batterton
Richard A. (Andy) Coupe
Hugh J. M. (Mark) Callaghan 
Registered Office
1 Taylors Road 
Morningside 
Auckland 1025
New Zealand
Telephone +64 9 815 3737
Postal Address
PO Box 884
Auckland Mail Centre
Auckland
New Zealand
 
Websites
www.briscoegroup.co.nz
www.briscoes.co.nz
www.rebelsport.co.nz
Solicitors 
Simpson Grierson 
Bankers
Bank of New Zealand
Auditors
PwC
Share Registrar
MUFG Corporate Markets
Level 30
PWC Tower
15 Customs St West
Auckland 1010
New Zealand
Telephone +64 9 375 5998
Directory
Briscoe Group Limited Annual Report 2025  | Directory
109


Notes

Notes

briscoegroup.co.nz