Metroglass provides FY26 results (audited)
5 Lady Fisher Place
East Tamaki
Auckland, 2013
PO Box 58 144 Botany
Auckland, 2163
P 09 927 3000
NZX: MPG | ASX: MPP
27 May 2026
Metroglass provides FY26 results
Metro Performance Glass Limited – Audited financial results for the 12 months ended 31 March 2026
Operating cash flow of $15.7m | Net debt reduced to $27.0m | EBITDA before
significant items up to $18.2m
Metro exited FY26 in a stronger financial and operating position. While market conditions in New Zealand and Australia
remained very challenging, the Group improved underlying trading performance, materially strengthened cash flow,
reduced debt and reset its capital structure through the September 2025 equity raise and refinancing.
• Revenue was $208.2 million, down 2.7% on FY25, reflecting weaker construction markets, particularly in New
Zealand residential and Victoria in Australia.
• EBIT before significant items improved to $0.9 million from a loss of $0.6 million in FY25, with New Zealand
returning to positive EBIT before significant items of $1.5 million.
• EBITDA before significant items increased to $18.2 million from $16.9 million, supported by cost reduction
initiatives, improved manufacturing performance and stronger service outcomes.
• Operating cash flow increased to $15.7 million from $2.1 million, contributing to a reduction in net debt to $27.0
million from $60.5 million.
• The Group completed a $23.9 million equity raise, secured a renegotiated banking facility through September
2028 and ended the year with positive working capital of $27.5 million.
Operationally, Metro continued to improve service and quality performance across its manufacturing network. In New
Zealand, DIFOT and quality outcomes reached record levels and processing efficiency improved despite softer market
conditions. In Australia, AGG maintained strong customer service and quality while transitioning to a full import model
following the closure of Oceania Glass, although trading conditions remained tough, particularly in Victoria.
Looking ahead, Metro expects further improvement in cash flow, debt levels and profitability, with improvement expected
to be driven by higher revenue and margin recovery as the full-year benefit of restructuring, cost actions and operational
gains is realised. The Group is not assuming market improvement in its base outlook and given the high level of
uncertainty that currently exists, is not providing formal earnings guidance for FY27. Management is encouraged by the
stronger operating platform and believes the business is better positioned to respond as conditions recover.
The improvement in Metro’s capital position reflects a point-in-time outcome, while the strengthening in operating
performance was achieved progressively over the full year through deliberate and disciplined actions to turn the business
around.
-ENDS-
For further information please contact:
Simon Bennett – Managing Director: 021 036 8387
simon.bennett@metroglass.co.nz
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Metro Performance Glass Limited
Reporting Period 12 months to 31 March 2026
Previous Reporting Period 12 months to 31 March 2025
Currency NZ$
Amount (000s) Percentage change
Revenue from continuing
operations
$208,163
(2.7)%
Total Revenue $208,163
(2.7)%
Net profit/(loss) from continuing
operations
$(939) 93.0%
Total net profit/(loss) $(939) 93.0%
Interim/Final Dividend
Amount per Quoted Equity
Security
Not Applicable
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$1.3777 $0.0629
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
Accompanying this announcement are the Group’s audited consolidated
financial statements for the twelve months ended 31 March 2026.
Authority for this announcement
Name of person authorised to
make this announcement
Sarah Hipkiss CFO
Contact person for this
announcement
Sarah Hipkiss
Contact phone number 021 288 5812
Contact email address sarah.hipkiss@metroglass.co.nz
Date of release through MAP 27 May 2026
Audited financial statements accompany this announcement.
---
2026 Annual Report
2026 Annual Report
ii
Managing Director’s Report2
Board of Directors4
Management Summary6
Consolidated Financial Statements 9
Notes to the Consolidated Financial Statements15
Independent Auditor’s Report45
Remuneration Report49
Statutory Information52
Company Directory59
CONTENTS
Contents
This Annual Report is dated 27 May 2026 and is signed on behalf of
the Board by the Directors
SHAWN BECK
Metro Performance Glass
Chair
SIMON BENNETT
Metro Performance Glass
Managing Director
1
As I look back on FY26, I’m
proud of what we’ve achieved
together. We reduced debt by
$33 million through the equity
raise, giving the business a
stronger capital structure
and a more appropriate level
of debt. We also secured a
new three-year financing
arrangement with our
lending syndicate and made
solid progress on costs and
performance across the
business. I want to sincerely
thank our shareholders for
your continued support and
belief in the business.
Much of what shaped FY26 was covered
at the Special General Meeting in August
and again at the Annual General Meeting
in September. That hard work in stabilising
our business has paid off and reading our
financial statements you’ll note that the
progress made has been recognised in the
removal of the material uncertainty relating
to going concern from our note disclosure
and by our auditors. Now that the year
is behind us, I’m enjoying spending more
time focused on the business itself, on our
people, and on the opportunities ahead.
Over the year, I’ve spent time with both
customers and suppliers, and the feedback
on our business has been consistently
encouraging. We have built some stronger
relationships with key customers and
put agreements in place. We’ve also
put new agreements in place that will
support stronger supplier relationships
going forward.
I continue to be impressed by the resilience
of our team and the pride they take in
serving customers well and delivering a
quality product. The safety and wellbeing
of our team is paramount and continues to
be of utmost concern. Improvements in our
health and safety processes and systems
have been made; equally, we have had some
learnings and, as always, there are areas
for improvement.
In New Zealand, Nick Hardy-Jones, now
well established in his role as Country
Manager, has made real progress in lifting
manufacturing standards, with record
Delivery In Full, On Time (DIFOT) and
quality results across New Zealand. The
improvement over the past 24 months
has been exceptional. Our team’s focus on
delivering better outcomes for customers
is starting to show through, and the
conversation is now more about quality and
service rather than just price.
MANAGING
DIRECTOR’S
REPORT
I continue to be
impressed by the
resilience of our team
and the pride they take
in serving customers
well and delivering a
quality product.
2026 Annual Report
2
Managing Director’s Report
Put simply, delivering on time and to
specification creates far more value for
our customers than dealing with returns,
rework and delays - and it puts us in a
better cost position as well.
These results have been achieved while
completing the reorganisation of our
manufacturing footprint and making strong
progress in getting the cost structure
right for the business going forward.
We’ve also made the most of the decision
to keep Australia Glass Group (AGG) within
the organisation by sharing knowledge more
openly and using group resources more
effectively, which is helping us drive further
efficiencies and optimise costs. Angus
Wilson (formerly General Manager Victoria),
who led our New Zealand turnaround
project team, has been appointed GM
Strategic Operations to embed operational
excellence and strategy across the group.
In late September, Steve Hamer retired as
CEO of AGG, and I want to acknowledge the
contribution he has made to the business
over many years. We’re pleased to still have
access to his expertise in his new part-time
Group Strategy role.
Jason McGrath has ably stepped into the
Australian Country Manager role, and with
his years of experience at AGG, he is well
placed to lead the business forward. The
Australian building market, especially in
Victoria, remains subdued, but we continue
to see strong long-term potential. AGG
continues to stand out through its quality
and service, which has helped maintain
strong customer relationships in a
slower market.
During FY26, AGG worked through the
disruption caused by the closure of Oceania
Glass and the shift to a successful import
model. At the same time, the business
reviewed its operating structure and
appointed new GMs in New South Wales
and Tasmania to sharpen the focus on
sales growth and improve operational
consistency.
Throughout the group, as we look ahead
we are not building any substantive
market growth into our forward outlook.
Even so, we believe Metro is well placed
to keep improving performance and to
benefit if potential opportunities for
growth do emerge. We are also continuing
to monitor the situation in Iran and have
contingency plans in place where we can.
While we are optimistic about FY27, there
is still enough uncertainty that we are not
providing specific performance guidance at
this stage.
What we do expect is improvement across
our key financial measures, including
stronger cash flow, lower debt, and higher
revenue and profitability in both Australia
and New Zealand.
Our FY27 plan assumes a clear step up in
performance, driven by disciplined revenue
growth and margin improvement across
both New Zealand and Australia. Targeted
price increases, along with volume growth
in priority regions and segments, are
expected to lift revenue.
That should flow through to a meaningful
improvement in net revenue and gross
margin. Just as importantly, the one-off
FY26 costs are not expected to repeat,
which means the underlying earnings
base can normalise and improved sales
can translate more directly into stronger
EBITDA and EBIT.
FY27 should also benefit from structural
cost and operating efficiencies that
strengthen profitability and cash flow.
We expect to see the full-year benefit of
headcount reductions, plant and logistics
restructuring, and the stabilisation of the
Australian import model. Together, these
changes should deliver significant savings
in processing and operating costs, helping
to offset inflationary pressures such as
wages, fuel and supply costs.
As sales growth starts to outpace cost
increases, operating leverage should
improve, supporting a strong lift in
EBITDA and a return to positive pre-IFRS
16 earnings at group level. In turn, that
should underpin stronger operating cash
flow, further debt reduction and improved
covenant headroom, leaving the group in a
more resilient financial position and better
placed to deliver sustainable returns.
None of this would have been possible
without the capital you, our shareholders
provided. This led to the strong banking
arrangements which we negotiated with
our bank, who remain very supportive.
This new base and ‘licence to operate’
allowed our people to finally ‘get on
with the job’ and not be distracted by
uncertainty or perceived uncertainty as to
our future viability.
We clearly cannot predict the beginning or
end of the crazy geopolitical environment,
nor the Australasian economic environment.
Nevertheless, we feel confident because we
have organised ourselves and enjoy a lower
cost base, better quality and differentiated
product than a year ago. We also have a
strong and committed team to ensure
innovative quality products and services are
delivered to our customers.
Thanks to my team mentioned above
and special thanks to Dayna Roberts
our exceptional GM People and my super
capable CFO, Sarah Hipkiss, who is well and
truly getting to grips with glass (with safety
gloves on of course). To the wider team,
thanks for your efforts. We have always
been a proud business, but we are becoming
strong again as well.
SIMON BENNETT
Metro Performance Glass
Managing Director
QUALITYAKL CHC
Internal
reworks
External
reworks
Internal
reworks
External
reworks
2023 5.40% 1.70% 6.20% 2.40%
2024 5.00% 1.40% 5.60% 2.00%
2025 4.60% 1.20% 4.50% 1.30%
2026 4.20% 0.90% 5.10% 1.10%
DIFOT AKL CHC
DIFOT DIFOT
2023 66.80% 55.00%
2024 67.90% 83.20%
2025 83.60% 95.60%
2026 93.40% 98.80%
3
BOARD OF
DIRECTORS
SIMON BENNETT
Managing Director
Appointed: December 2023
Appointed Managing Director:
September 2025
Simon is an experienced CEO,
entrepreneur and company director.
He was formerly the CEO of Accordant
Group which encompassed numerous
recruitment businesses. Simon had
previously both owned and operated
firms in retail and manufacturing and
consulted to NZX50 companies.
Simon is Chair of Accordant Group, and
trustee of the International Centre for
Entrepreneurship Foundation. He is a
member of the Institute of Directors
New Zealand. Simon is an early-
stage investor and supporter of the
entrepreneurial ecosystem.
SHAWN BECK
Independent, Non-Executive Chair
Appointed: November 2023
Shawn’s background includes a wide variety
of roles, including serving as an equities
analyst, institutional dealer, investment
banker, private equity general partner,
company director, company founder and
owner-operator. This includes roles within
the commercial and sports arenas.
His experience covers nearly 20 years
as a co-founding director of Pencarrow
Private Equity and director or chair
of approximately 15 companies in a
range of industries, including four
publicly listed NZX companies.
Shawn’s experience also encompasses
the direct execution or management
of an estimated 70 corporate finance
transactions including IPOs, equity and
debt raising, listed takeovers and M&A.
2026 Annual Report
4
Board of Directors
JULIA MAYNE
Independent, Non-Executive Director,
Chair of the Audit And Risk Committee
Appointed: September 2021
Julia has more than 30 years’ experience
in financial and operational improvement
roles, focused in particular on the
Australasian building materials sector.
She is currently the Head of Commercial
at Scottish Pacific Business Finance.
Prior to this, Julia completed several
consulting, programme management and
acting CEO roles focused on business
improvement. From 2001 to 2015, she
held senior financial leadership positions
across the Fletcher Building Group.
Julia is a qualified CPA, has a CPA MBA
from Deakin University, a Bachelor of
Commerce (Hons) from the University of
NSW and a Bachelor of Commerce from
the University of Wollongong.
PRAMOD KHATRI
Independent, Non-Executive Director,
Chair of People and Culture Committee
Appointed: December 2023
Pramod commenced his career in Audit and
Business Advisory Services with Arthur Young
(now Ernst and Young) in 1986. In 1993 he left
EY to undertake his MBA studies following
which he held a number of senior management
roles in the New Zealand dairy, roading and
construction, and manufacturing sectors.
In 2001 Pramod joined the McKechnie Metals
business as Commercial Manager and in 2002
was promoted to General Manager. In 2004 he
led the management buyout of the McKechnie
Aluminium business and became its Managing
Director and major shareholder. In 2022
Pramod exited the McKechnie business when
it was sold.
Pramod has also been Chair and shareholder
of Christchurch-based AW Fraser Limited,
a supplier of bronze, brass and precision
machined components, since 2006. He
resigned as Chair/Director in March 2025
when the business was sold to a French
company. In addition to this, Pramod is a
trustee of a New Plymouth-based charitable
trust which provides financial support to
students entering tertiary studies.
STEPHEN ROBERTSON
Non-Independent, Non-Executive
Director
Appointed: September 2025
Stephen has had over 40 years of
experience working in Industrial Products
businesses across Australasia. He has been
the Managing Director of Amari Metals
Australia and its related companies in
New Zealand for over 10 years. This includes
seven businesses in Australia and three in
New Zealand, including McKechnie Aluminium
Solutions, all involved in the supply of
specialty metal products. Prior to this,
Stephen held a senior management position
within Crane Group before to its takeover
by Fletcher Building. He is also a director of
the Australian Stainless Steel Development
Association.
Stephen is a non-independent director as
defined by the NZX Listing Rules because
of his association with Amari Metals,
who is the majority shareholder of Metro
Performance Glass.
5
NICK HARDY-JONES
Country Manager – New Zealand
New Zealand
Metro in New Zealand closed
FY26 in a materially stronger
position than 12 months
ago following a significant
operational and financial
reset across the business.
During the year, Metro simplified its
cost structure, restored manufacturing
performance, and strengthened glazing
service delivery. The result is a more
customer and market-focused business,
with a clearer focus on delivering value,
product differentiation, and long-term
customer outcomes.
Operational performance improved
significantly during the year. DIFOT
service levels reached record levels, with
Christchurch consistently operating above
99% and Highbrook consistently over 93%,
reflecting improved plant planning, stability
and productivity. Most importantly, rework
rates reduced to some of the lowest levels
recorded, adding to the positive customer
experience overall. Both manufacturing
sites increased output with reduced shift
hours and lower labour headcount.
The business delivered $4 million of
operating cost reduction year-on-year,
while increasing processing volumes. Plant
reliability further improved, contributing to
lower overtime and increased productivity
per labour hour. These improvements have
strengthened Metro’s value proposition
within the New Zealand market resulting
in greater consistency of supply and
customer outcomes.
Safety performance strengthened during
FY26 also. Hazard reporting increased
materially across the business, while
total injuries reduced 31% year-on-year.
Total Recordable Injury Frequency Rate
(TRIFR) closed at 2.90, reflecting continued
focus from leaders and teams throughout
the business.
Market conditions across the New Zealand
construction sector remained challenging
throughout the year, particularly within
the North Island residential market where
pricing pressure continued to impact
revenue. New Zealand’s revenue for FY26
was $130.4 million, 2.5% behind prior year.
Revenue in the North Island reduced to
$76.5 million despite increased processing
volumes. However, improved operational
execution, service reliability, and an
increased mix of higher-performance
double glazing products contributed to
better year-on-year financial performance.
The South Island business continued to
strengthen operational performance
across production, distribution and glazing
operations, while further improving financial
performance through execution and
ongoing improvement in product mix.
Metro continued to expand its glazing
service model, with a strong focus on
customer engagement, communication and
responsiveness. This approach has been
well received by customers and continues
to strengthen long-term customer
relationships across both residential and
commercial markets.
MANAGEMENT
SUMMARY
The business
delivered $4 million
of operating cost
reduction year-on-
year, while increasing
processing volumes.
New Zealand EBIT before significant items
for FY26 was $1.5 million, representing a
$4.4 million improvement on the prior year.
Metro continues to reposition the business
away from a volume-led manufacturing
model toward a more disciplined, market-
led approach focused on customer value,
profitable growth and higher-quality
revenue streams.
During FY26, we further strengthened
our supply chain resilience and maintained
access to leading global glass technologies
through long-standing supplier
partnerships, supporting continued product
differentiation and innovation within the
New Zealand market.
This increasing market and customer
focus is reshaping Metro’s manufacturing
and distribution model toward maximising
value from existing plant capacity. Growing
the mix of higher-performing Low-E
products, custom laminated safety glass,
digital printing, frameless systems and
retrofit double glazing delivered through
our nationwide branch network is key to
this focus.
The focus for FY27 is on converting
improved operational capability and
supply chain performance into stronger
customer outcomes, while continuing to
grow differentiated value-added glass
and glazing products and services across
the market. These improved customer
outcomes combined with efficiencies will
deliver a significant lift in profitability.
2026 Annual Report
6
SARAH HIPKISS
Chief Financial Officer
JASON MCGRATH
Country Manager – Australia
Australia Glass Group (AGG)
AGG remains a leading
supplier of insulated glass
units (IGUs) in Australia,
recognised for high-
performance products,
quality, and customer service.
IGUs are commonly specified for energy
efficiency (for heat retention), so AGG
primarily serves the cooler climates of
south-eastern Australia (around 60% of
the Australian population).
AGG operates three processing facilities,
with supporting warehouses, in Melbourne,
Sydney, and Hobart. Its market is mainly made
up of window fabricators serving the medium
to high-end housing segment, as well as light
commercial and renovation segments.
Over the year, AGG increased its share
of high-performance IGUs by leveraging
its brand and service proposition, now
greater than 50% of all IGUs sold. Quality
performance also improved, with external
customer quality rising from 99.2% to
99.5%, while maintaining DIFOT above 95%.
Management Summary
Financial summary
Metro has been successful
in the restructure of its
balance sheet during FY26,
achieving a level of debt and
capital appropriate to a
business of Metro’s size and
complexity.
The capital raise in September 2025
raised $23.9 million and this combined with
the accommodation from the banking
syndicate led to a reduction in net debt of
$33.9 million and a refinancing of a
three-year lending facility. This has meant
that Metro’s net debt decreased from
$60.5 million in FY25 to $27.0 million in
FY26 and has had a flow-on impact on
interest expense, which has reduced from
$6.1 million in FY25 to $3.8 million in FY26.
Group revenue was down to $208 million
from $214 million in FY25; however, cost
and cash management has meant that
operating cash flow (which includes working
capital and inventory movements) for
the business increased by $13.6 million
to $15.7 million compared with FY25. The
New Zealand business is well progressed
(albeit not complete) in seeking efficiencies
and to this end has removed c$4.0 million
of operating costs year-on-year. This is
inclusive of the fact that whilst revenues
are down, volumes are increasing.
The Australia business has navigated the
closure of Oceania and the need to change
to a full import model, which has added
approximately $1.0 million to operating
costs, but has opened up opportunities
with new suppliers. With the Australian
market currently soft, AGG has reviewed
and identified a number of areas for cost
efficiencies, although the full impact of
these will be largely felt in the FY27 year.
In terms of safety, total injuries reduced
from 108 to 68, notwithstanding our
TRIFR increased, which is an area of
focus. A national focus on safety across
the group has been implemented
including more leading indicators to
further reduce injuries.
In a subdued market, AGG’s revenue was
$77.8 million, down $2.3 million or 2.8% on
the prior year primarily due to softness in
Victoria. AGG’s EBIT before significant
items decreased by $2.8 million. Despite
high inflation and the closure of Oceania
adding around $1 million of incremental
costs, predominantly from a new
warehouse in NSW, there has been a focus
on cost control in processing and
overhead costs..
Looking ahead, demand for AGG’s products
remains favourable, driven by a growing
focus on energy efficiency both in new
builds and refurbishments. Significant
changes to the Nationwide House Energy
Rating System’s (NatHERS) code have
been embedded in NSW and Victoria over
the past 12 months, which should see an
increase in IGU demand in the year ahead.
Together with the Federal Government’s
planned 1.2 million new homes in the next
five years, support will continue for IGU
growth in AGG’s core markets during FY27.
AGG remains well positioned to capitalise
on the expected market return and
uptick in IGU demand, supported by its
specialised manufacturing expertise,
broad product range, strong brand,
technical support, and attractive
geographic footprint.
AGG remains well
positioned to
capitalise on the
expected market
return and uptick in
IGU demand...
7
Non-GAAP Financial Information
NON-GAAP FINANCIAL INFORMATION
Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the
period, or net profit after tax. Metroglass has used non-GAAP measures which are not prepared in accordance with New Zealand
International Financial Reporting Standards (NZ IFRS) when discussing financial performance in this document. The directors and
management believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding
of the Group’s financial performance, financial position or returns, and used internally to evaluate the performance of business units
and to establish operational goals. These measures should not be viewed in isolation, nor considered as a substitute for measures
reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported
by other companies.
Definitions of non-GAAP financial measures used in this report:
* EBITDA: Earnings before interest, tax, depreciation and amortisation.
GAAP TO NON-GAAP RECONCILIATION
Full year to 31 March
FY26
($M)
FY25
($M)
(Loss)/Profit for the period before significant items(7.9)(8.8)
Add: Net extinguishment of debt9.2 –
Less: NZ and Australian restructuring and other significant items(2.2)(4.7)
Loss for the period (GA AP)(0.9)(13.5)
Add: taxation expense0.1 (3.2)
Add: net finance expense8.7 11.3
Earnings before interest and tax (EBIT) (GAAP)7.9 (5.4)
Add: depreciation & amortisation17.3 17.5
EBITDA25.2 12.2
EBIT (GAAP)7.9 (5.4)
Less: Net extinguishment of debt(9.2)–
Add: NZ and Australian restructuring and other significant items2.2 4.7
EBIT before significant items0.9 (0.6)
EBITDA25.2 12.2
Add: Net extinguishment of debt(9.2)–
Add: NZ and Australian restructuring and other significant items2.2 4.7
EBITDA before significant items18.2 16.9
8
2026 Annual Report
Consolidated Statement of Comprehensive Income10
Consolidated Statement of Financial Position11
Consolidated Statement of Changes in Equity12
Consolidated Statement of Cash Flows13
Notes to the Consolidated Financial Statements 15
1. Basis of Preparation15
2. Financial Performance17
3. Working Capital21
4. Long-Term Assets30
5. Debt and Equity36
6. Other39
CONTENTS
OUR
RESULTS
9
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2026
NOTESCONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Revenue2.1208,163213,922
Cost of sales2.3(128,827)(130,648)
Gross profit2.179,33683,274
Distribution and glazing-related expenses2.3(38,116)(41,511)
Selling and marketing expenses2.3(11,071)(11,717)
Administration expenses2.3(29,393)(30,890)
Share of profits of associate–124
Other income and gains and losses2.612983
Profit/(Loss) before significant items, interest and tax885(637)
Significant items2.47,006(4,728)
Profit/(Loss) before interest and tax7,891(5,365)
Finance expenses2.7(8,738)(11,362)
Finance income5051
Loss before income taxation(797)(16,676)
Income tax (expense)/benefit6.1(142)3,206
Loss for the year(939)(13,470)
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Exchange differences on translation of foreign operations3,824409
Change in fair value of hedging instruments (net of tax)3.5(973)(183)
Total comprehensive profit/(loss) for the year attributable to shareholders1,912(13,244)
Earnings per share
Basic and diluted earnings per share (cents per share)2.5(6.0)(249.4)
The Board of Directors authorised these financial statements for issue on 27 May 2026.
For and on behalf of the Board:
Shawn Beck Julia Mayne
Chairman Director
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
10
2026 Annual Report
Consolidated Statement of Financial Position
at 31 March 2026
NOTESCONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
ASSETS
Current assets
Cash and cash equivalents8,2666,538
Trade receivables3.129,80828,372
Inventories3.223,66725,506
Derivative financial instruments3.522161
Current income tax asset307186
Other current assets3.73,8393,412
Total current assets66,10864,075
Non-current assets
Property, plant and equipment4.135,19739,891
Right-of-use assets4.252,25760,237
Deferred tax assets6.216,27015,740
Intangible assets4.326,07923,926
Other non-current assets3.742 42
Total non-current assets129,845139,836
To t a l a s s e t s195,953203,911
LIABILITIES
Current liabilities
Trade and other payables3.326,26320,131
Deferred income3.41,7331,247
Derivative financial instruments3.52810
Lease liabilities5.29,1867,842
Interest-bearing liabilities5.178965,520
Provisions3.66471,048
Total current liabilities38,64695,798
Non-current liabilities
Interest-bearing liabilities5.134,4521,512
Lease liabilities5.260,34668,723
Provisions3.62,5512,296
Total non-current liabilities97,34972,531
Total liabilities135,995168,329
Net assets59,95835,582
Equity
Contributed equity5.3329,680307,198
Accumulated losses(102,651)(101,877)
Group reorganisation reserve6.3(170,665)(170,665)
Share-based payments reserve6.3345528
Foreign currency translation reserve4,769 945
Hedge reserve3.5(1,520)(547)
Total equity59,95835,582
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
11
Consolidated Statement of Changes in Equity
for the year ended 31 March 2026
CONSOLIDATED 2026
Notes
Contributed
equity
$'000
Reserves
$'000
Accumulated
losses
$'000
Total
$'000
Opening balance at 1 April 2025307,198 (169,739)(101,877)35,582
Loss for the year––(939)(939)
Movement in foreign currency translation reserve–3,824–3,824
Other comprehensive income for the year3.5–(973)–(973)
Total comprehensive income/(loss) for the year–2,851(939)1,912
Ordinary shares issued¹22,482––22,482
Expiry of share-based payments–(165)165–
Movement in share-based payments reserve–(18)–(18)
Total transactions with owners, recognised directly in equity22,482(183)16522,464
Balance at 31 March 2026329,680(167,071)(102,651)59,958
CONSOLIDATED 2025
Notes
Contributed
equity
$'000
Reserves
$'000
Accumulated
losses
$'000
Total
$'000
Opening balance at 1 April 2024307,198(169,431)(88,776)48,991
Loss for the year– – (13,470)(13,470)
Movement in foreign currency translation reserve– 409– 409
Other comprehensive income for the year3.5– (183)– (183)
Total comprehensive income/(loss) for the year– 226(13,470)(13,244)
Expiry of share-based payments– (369)369–
Movement in share-based payments reserve– (165)– (165)
Total transactions with owners, recognised directly in equity– (534)369(165)
Balance at 31 March 2025307,198(169,739)(101,877)35,582
1 The Group undertook an equity raise including a rights issue for existing shareholders and an issue of ordinary shares to Amari Metals Australia Pty Limited. These transactions settled
on 19 September 2025 raising a total of $23.9m which was primarily used to repay debt. This was offset by $1.5m of capital raise related costs.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
12
2026 Annual Report
Consolidated Statement of Cash Flows
for the year ended 31 March 2026
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Cash flows from operating activities
Receipts from customers207,913217,804
Payments to suppliers and employees(183,656)(206,049)
Government grants received336
Repayment of balance due from associate–1,421
Interest received4946
Interest paid(4,010)(6,051)
Interest paid on leases(4,546)(4,955)
Income taxes paid(78)(180)
Net cash inflow from operating activities15,6752,072
Cash flows from investing activities
Proceeds from sale of property, plant and equipment14183
Payments for property, plant and equipment(2,823)(3,009)
Payments for intangible assets(26)(37)
Divestment of Investment in Associates–1,079
Net cash outflow from investing activities(2,708)(1,884)
Cash flows from financing activities
Lease liability principal payments(8,042)(7,542)
Repayment of borrowings(25,275)(3,500)
Drawdown of borrowings1,50011,000
Repayment of other financing(2,277)(435)
Ordinary shares issued23,948 –
Ordinary shares placement costs(1,466)–
Net cash outflow from financing activities(11,612)(477)
Net increase/(decrease)1,355(289)
Cash and cash equivalents at the beginning of the year6,5386,634
Effects of exchange rate changes on cash and cash equivalents373193
Cash and cash equivalents at the end of the year8,2666,538
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
The table below sets out the annual movement in net debt:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Opening balance of interest-bearing liabilities at 1 April67,03259,663
(Repayment)/drawdown of borrowings (net)(23,775)7,500
Net extinguishment of debt(10,000)–
Other financing movement (net)507(435)
Foreign exchange and other adjustments1,477304
Closing balance of interest-bearing liabilities at 31 March35,24167,032
Less: cash and cash equivalents(8,266)(6,538)
Net debt at 31 March26,97560,494
13
Consolidated Statement of Cash Flows (continued)
for the year ended 31 March 2026
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Reconciliation of loss after income tax to net cash inflow from operating activities
Loss for the Year(939)(13,470)
Adjustments for:
Depreciation and amortisation17,35617,534
Net extinguishment of debt(9,160)1,820
Share-based payments expense(18)(165)
Loss/(gain) on disposal of assets(48)(13)
Lease modification and remeasurement2901,233
Share of profit from associate–(124)
8,42020,285
Impact of changes in working capital items
Trade and other receivables(683)4,509
Inventory2,477196
Related party receivables–1,142
Other current assets(359)(505)
Trade accounts payable and employee entitlements6,550(5,259)
Deferred income487(463)
Interest accruals(167)(47)
Provisions62(1,329)
Movement in deferred tax38(3,212)
Movement in credit loss provision(236)398
Income tax liability25(173)
8,194(4,743)
Net cash inflow from operating activities15,6752,072
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
14
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
1 BASIS OF PREPARATION
Reporting entity
These financial statements are for Metro Performance Glass Limited (‘the Company’ or ‘the parent entity’) and its subsidiaries
(together, ‘the Group’). The Group supplies double glazed, processed flat glass and related products primarily to the residential and
commercial building sectors.
Statutory base
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is
5 Lady Fisher Place, East Tamaki, Auckland.
Basis of preparation
These consolidated financial statements have been approved for issue by the Board of Directors on 27 May 2026.
The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in
New Zealand (NZ GAAP) as appropriate for Tier 1 For-Profit entities. The Group is a for-profit entity for the purposes of complying with
NZ GAAP and has operations and sales in New Zealand and Australia. The consolidated financial statements comply with New Zealand
equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative
notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with International
Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
Metro Performance Glass Limited is registered under the New Zealand Companies Act 1993 and is a Financial Market Conduct
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have been prepared in
accordance with the requirements of the New Zealand Stock Exchange (NZX) Main Board Listing Rules.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial
assets and financial liabilities at fair value.
Principles of consolidation
The financial statements incorporate the assets and liabilities of all subsidiaries of Metro Performance Glass Limited as at
31 March 2026 and the results of all subsidiaries for the year then ended.
Subsidiaries are all entities over which the Group has control. An entity is a controlled entity of the Group if the Group is exposed and
has a right to variable returns from the entity and is able to use its power over the entity to affect those returns. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provided evidence of the impairment of the asset transferred.
Goods and Services Tax (GST)
The statement of comprehensive income has been prepared so that all components are stated exclusive of GST. All items in the
statement of financial position and statement of cash flows are stated net of GST, with the exception of receivables and payables,
which include GST invoiced.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal
the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed in each accounting note as appropriate.
The critical accounting estimates and judgements at 31 March 2026 include:
• use of going concern basis of accounting (refer: going concern disclosure below)
• recognition of deferred tax assets (refer: 6.2 Deferred taxation)
• impairment assessment of goodwill and impairment assessment of Group assets (refer: 4.3 Intangible Assets)
15
Notes to the Consolidated Financial Statements (continued)
Going concern
In preparing these financial statements, the Directors have considered the Group’s ability to continue as a going concern. These
considerations are outlined below:
The Group reported a net loss of $0.9m for the 12 months ended 31 March 2026 (2025: net loss of $13.5m); and a profit before
significant items, interest and tax for the 12 months ended 31 March 2026 of $0.9m (2025: loss of $0.6m). As at 31 March 2026 the
Group has positive working capital of $27.5m (31 March 2025: negative $31.7m). In 2026 the Group generated $15.7m in net cash from
operating activities (2025: $2.1m).
The Group undertook an equity raise including a rights issue for existing shareholders and an issue of ordinary shares to Amari Metals
Australia Pty Limited. These transactions settled on 19 September 2025 raising a total of $23.9m which was primarily used to repay
debt. Debt was further reduced by a $10.0m debt accommodation from the banking syndicate.
At 31 March 2026 the Group’s banking facility (which was renegotiated together with the equity raise) stands at $41.0m (31 March
2025: $70.0m) of which $33.2m has been drawn (31 March 2025: $65.5m). The renegotiated facility expires on 19 September 2028 and
the liability is therefore classified as non-current in the consolidated statement of financial position at 31 March 2026. The Group’s
financial covenants includes interest cover and leverage ratios. The Group received covenant amendments and did not breach any
covenants during the year. The Group is forecasting to meet covenants going forward.
The Directors remain focused on growing and improving both the Australian and New Zealand businesses and continue to engage in
actions to improve the profitability of the Group. Market conditions in New Zealand and Australia remain subdued and this is expected
to continue in the short to medium term however the Group’s forecasts indicate that the Group will be able to comply with the
conditions of the renegotiated banking facility.
Based on these factors the Directors concluded the Group’s financial statements should be prepared on a going concern basis and
that no material uncertainties exist.
Foreign Currency Translation
Functional and presentation currency
The consolidated financial statements are presented in New Zealand dollars which is the Company’s functional and the Group’s
presentation currency, rounded where necessary to the nearest thousand dollars.
Transactions and balances
Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. They are deferred in equity if they
relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a
foreign operation.
The results and financial position of foreign operations that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions);
• all resulting exchange differences are recognised in ‘Other comprehensive income’.
• on consolidation, exchange differences arising from the translation of any net investment in foreign entities, and the borrowings
and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When
a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences
are reclassified to profit or loss, as part of the gain or loss on sale.
Changes in Accounting Policy and Disclosures
New disclosure requirements and changes in accounting policies
There are various standards, amendments and interpretations which are published but not yet effective and were assessed as
having an immaterial impact on the Group. A new standard NZ IFRS 18: Presentation and Disclosure in Financial Statements, which is
mandatory for the Group in the 2027 financial year, is expected to change the presentation of the Group’s primary financial statements.
The Group is continuing to assess the impact of the standard and will disclose more information in the future.
16
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
2 FINANCIAL PERFORMANCE
2.1 Segment Information
Operating segments of the Group at 31 March 2026 have been determined based on financial information that is regularly reviewed by
the Board in conjunction with the Managing Director and Chief Financial Officer, collectively the chief decision-maker for the purpose
of allocating resources, assessing performance and making strategic decisions.
Substantially all of the Group’s revenue is derived from the sale of glass and related products and services. This revenue is split by
channel only at the revenue level into Commercial Glazing, Residential and Retrofit. Commercial glazing revenue reflects sales through
four specific commercial glazing operations in New Zealand. Retrofit revenue reflects sales through four specific retrofit operations in
New Zealand and the retrofit channel sales from all (Metro Direct) branches across New Zealand. Residential revenue reflects all other
sales channels. The allocation of sales between residential and commercial can be difficult as the Group does not always know the
end-use application. Following the acquisition of Australian Glass Group Pty Ltd (AGG) on 1 September 2016 the Group operates in two
geographic segments: New Zealand and Australia.
In the tables following:
• Group costs consist of insurance, professional services, Directors’ fees and expenses, listed company fees and share incentive
scheme costs.
• Refer to Note 2.4 for details of significant items.
17
Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2026
New Zealand
$'000
Australia
$'000
Eliminations
and Other
$'000
Group
$'000
Commercial Glazing23,103 ––23,103
Residential85,709 77,797–163,506
Retrofit21,554 ––21,554
Total revenue130,36677,797–208,163
Gross profit57,64721,689–79,336
Segmental EBITDA before significant items*13,3615,274–18,635
Group costs––(394)(394)
Group EBITDA before significant items*18,241
Depreciation and amortisation(11,825)(5,531)–(17,356)
EBIT before significant items*1,536(257)(394)885
Significant items7,403(397)–7,006
EBIT8,939(654)(394)7,891
Segment assets252,97283,420(140,439)195,953
Segment non-current assets (excluding deferred tax assets)54,17759,398–113,575
Segment liabilities67,79438,84129,360 135,995
*EBITDA before significant items is a non-GAAP measure refer to page 8 for a reconciliation.
CONSOLIDATED 2025
New Zealand
$'000
Australia
$'000
Eliminations
and Other
$'000
Group
$'000
Commercial glazing24,675––24,675
Residential85,29780,069–165,366
Retrofit23,881––23,881
Total revenue133,85380,069–213,922
Gross profit57,96425,310–83,274
Segmental EBITDA before significant items*9,7447,468–17,212
Group costs––(315)(315)
Group EBITDA before significant items*16,897
Depreciation and amortisation(12,650)(4,884)–(17,534)
EBIT before significant items*(2,906)2,584(315)(637)
Significant items(3,033)(1,695)–(4,728)
EBIT(5,939)889(315)(5,365)
Segment assets263,29075,280(134,659)203,911
Segment non-current assets (excluding deferred tax assets)69,28054,816–124,096
Segment liabilities75,59932,64660,084168,329
* EBITDA and EBIT before significant items is a non-GAAP measure refer to page 8 for a reconciliation.
2.2 Revenue
Accounting policy
Revenue comprises the value of the consideration received for the sale of goods and services, net of GST, rebates and discounts and
after eliminating sales within the Group.
The Group derives revenue from the sale of customised glass products. Revenue is recognised at a point in time when a Group entity
has transferred control, which is when it has delivered the glass products to the customer, the customer has accepted the products
and collectability of the related receivables is highly probable.
The Group also provides glazing services through Commercial glazing and Retrofit channels along with the sale of its glass products.
Revenue is recognised for the glazing and associated glass products when the glazing services have been completed, the customer has
approved the installation services and collectability of the related receivables is highly probable.
18
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
2.3 Operating expenditure
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$’000
Raw materials and consumables used65,01866,697
Employee benefit expenses85,71790,245
Depreciation and amortisation17,356 17,534
Other expenses39,31640,290
Total cost of sales, distribution and glazing related expenses,
selling and marketing expenses, and administration expenses207,407214,766
Amortisation of intangible assets is included within administration expenses as reported in the consolidated statement of comprehensive income.
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$’000
Audit of Financial Statements performed by PwC
Audit of financial statements - PwC - current year528 460
Audit of financial statements - PwC - prior year60–
588 460
2.4 Significant items
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$’000
Net extinguishment of debt(9,204)–
Restructure of the New Zealand and Australia operations2,1022,552
Divestment of investment in associates–1,067
Australian divestment–491
Refinancing, divestment, capital raise, equity investment and takeover related expenses96618
Total significant items before taxation(7,006)4,728
Net tax expense/(benefit) on above items1,954(1,358)
Total significant items after taxation(5,052)3,370
Accounting policy
Significant items are a non-GAAP measure and are based on the Group’s internal policy as follows. Transactions considered for
classification as significant items are material restructuring costs, acquisition and disposal costs, impairment or reversal of impairment
of assets, business integration, and transactions or events outside of the Group’s ongoing operations that have a significant impact on
reported profit.
Net extinguishment of debt
The capital raise resulted in the bank syndicate providing an accommodation of $10 million reduction in the debt and facility levels,
netted off against any fees or costs incurred in relation to the renegotiation of the debt facility.
19
Notes to the Consolidated Financial Statements (continued)
Restructure of the NZ and Australia operations
The Group has continued its cost out programme, furthering the comprehensive review of its organisational structure and
manufacturing footprint by the project team to identify and target efficiencies. This has resulted in staff restructuring costs through
FY2025 and FY2026 in both Australia and NZ operations as well as the closure of the Wellington manufacturing facility in FY2025.
The costs of this programme are included in the ‘Restructure of NZ and Australia operations’ significant items. The nature of the
costs incurred include redundancy payments, loss on disposal of inventory and some assets, and costs incurred transporting and re-
commissioning assets in other plants within the Group.
Divestment of investment in associates
During the financial year ended 31 March 2025, the Group disposed of its entire interest in 5R Solutions Limited, a company in which it
previously held a 50% ownership interest and accounted for using the equity method. This costs relates to the 5R divestment.
Australian divestment
In the prior year costs were incurred in relation to the potential sale of AGG, which did not go ahead, as announced on the NZX on 6 May
2024. The Australian divestment costs include those costs incurred as a result of the planned sale process.
Refinancing, divestment, capital raise, equity investment and takeover related expenses
On 6 May 2024 the Group announced that it will progress a capital raise to further reduce its debt level, which occurred in September
2025. The capital raise costs include legal and professional fees incurred in the exploration of this activity. In the prior year the Group
also explored a conditional refinance and capital raise with Cowes Bay Group Pty. This transaction was cancelled on 16 December 2024
as key terms could not be agreed. On 17 December 2024, the Group received a non-binding, indicative, conditional proposal from CCP VI
Bidco (NZ) Ltd - a company managed by Crescent Capital Partners. The application for Commerce Commission approval was withdrawn
by Crescent on 21 October 2025. Takeover related expenses relate to professional and legal expenses incurred related to these
activities.
2.5 Earnings per share
Basic earnings per share is calculated by dividing the profit or loss after tax of the Group by the weighted average number of ordinary
shares outstanding during the period. Due to the losses, the diluted earnings per share are the same as the basic earnings per share
as the Group’s potential ordinary shares would be antidilutive in the calculation.
The prior year numbers have been restated as a result of the rights issue and the share consolidation, for comparative purposes.
CONSOLIDATEDCONSOLIDATED
20262025
Loss after tax ($'000)(939)(13,470)
Weighted average number of ordinary shares outstanding ('000s)15,7345,402
Basic earnings per share (cents per share)(6.0)(249.4)
Net tangible assets
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.
The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance sheet is presented below:
CONSOLIDATEDCONSOLIDATED
20262025
Total assets ($’000)195,953203,911
Less: intangible assets ($’000)(26,079)(23,926)
Less: total liabilities ($’000)(135,995)(168,329)
Net tangible assets ($’000)33,87911,656
Shares on issue at the end of the period (‘000s)24,591185,378
Net tangible assets per share (cents per share)137.776.29
20
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
2.6 Other income and gains and losses
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
NZ Government Grants336
(Loss)/gain on disposal of asset4813
Other7834
Total Other income and gains and losses12983
NZ Government Grants
Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and
when the Group will comply with the attached conditions. Government grants relating to income are deferred and recognised in profit
or loss over the period necessary to match them with the conditions that they are intended to compensate.
2.7 Finance expenses
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Interest on borrowings and derivatives3,8436,086
Interest on lease liabilities4,7425,133
Interest on finance lease153143
Total Finance expenses8,73811,362
3 WORKING CAPITAL
3.1 Trade receivables
The following table summarises the impact of the credit loss provision on the trade receivables balance:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Trade receivables30,73829,522
Credit loss provision(930)(1,150)
Total trade receivables29,80828,372
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Movements in the credit loss provision are as follows:
Opening balance1,150752
Provision increased during the year626800
Receivables written off during the year as uncollectable(846)(402)
Balance at the end of the year9301,150
21
Notes to the Consolidated Financial Statements (continued)
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures to wholesale and
retail customers, including outstanding receivables and committed transactions, and is managed at Group level.
The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:
CURRENT0–59 DAYS60–89 DAYS
90 DAYS
AND LATERTOTAL
31 March 2026$'000$'000$'000$'000$'000
Gross carrying amount24,9223,8025841,43030,738
Baseline68152632141
Specific – – – 789789
Total expected credit loss rate0.27%0.39%4.54%57.47%3.90%
Credit loss provision 68 1526821930
CURRENT0–59 DAYS60–89 DAYS
90 DAYS
AND LATERTOTAL
31 March 2025$'000$'000$'000$'000$'000
Gross carrying amount21,4394,4059832,69529,522
Baseline3592458126
Specific – – 191,0051,024
Total expected credit loss rate0.16%0.20%4.37%39.45%3.90%
Credit loss provision359431,0631,150
The Group extends credit to its customers based on an assessment of credit worthiness. Terms differ by customer and may extend
to 60 days past invoice date. Ageing is based on agreed credit terms and at balance date, a portion of the Group’s receivables are also
subject to contractual retentions which can last up to and exceed 12 months.
As of 31 March 2026, allowing for retention balances of $0.2 million (2025: $0.4 million), trade receivables of $4.8 million
(2025: $6.6 million) were past due but not impaired.
Estimates and judgements
Credit loss provision
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days past due.
The credit loss provision has been calculated by considering the impact of the following characteristics:
• The baseline loss rate takes into account the write-off history of the Group over a five-year period as a predictor of future
conditions and applies an increasing expected credit loss estimate by trade receivables ageing profiles.
• Specific credit loss provisions are made based on any specific customer collection issues that are identified. Collections and
payments from the Group’s customers are continuously monitored and a credit loss provision is maintained to cover any specific
customer credit losses anticipated.
Accounting policy - trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for estimated
uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced through the use of provision accounts,
and the amount of the loss is recognised in the statement of comprehensive income within ‘Administration expenses’. Individual
debtor accounts are reviewed for impairment and a provision is raised based on management’s best estimate of recoverability. Trade
receivables are also assessed for credit risk on a forward-looking basis with a provision raised where a credit loss is considered likely.
When a trade receivable is uncollectable, it is written off against the provision account for trade receivables. Subsequent recoveries of
amounts previously written off are credited to the income statement against the impairment losses on receivables.
22
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
3.2 Inventories
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Raw materials, primarily flat glass stock-sheets16,43117,959
Spare parts5,1535,382
Work in progress2,0832,165
23,66725,506
The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $65.0 million (2025: $66.7 million).
Accounting policy - inventories
Raw materials, spare parts, and work in progress are stated at the lower of cost and net realisable value. Cost comprises direct
materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net
realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale. Inventories also comprise spare parts, which are used to maintain service to, and repair
the Group’s plant assets. Spare parts are stated at the lower of weighted average cost and net realisable value.
3.3 Trade and other payables
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Trade accounts payable19,04412,585
Employee entitlements6,4486,802
GST payable608533
Other interest accruals43211
Management incentive accrual120–
Total trade and other payables26,26320,131
Trade accounts payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are
unpaid. The carrying amount represents fair value due to their short-term nature.
Employee entitlements
Liabilities for wages and salaries, including non-monetary benefits, annual leave and leave in lieu, are recognised in respect of employees’
services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for
non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
Management incentive accrual
The Group recognises a liability and an expense for bonuses on a formula that takes into consideration the profit or loss attributable
to the Group’s shareholders. The Group recognises a provision where contractually obliged or where there is a past practice that has
created a constructive obligation.
3.4 Deferred Income
The Group recognises a contract liability when a deposit is received before the product or service is transferred to the customer.
Deposits are required from Retrofit and Retail customers in advance. Deposits are typically held for approximately 3-4 months.
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Customer contract liabilities1,7331,247
Deferred income1,7331,247
$1.2 million of the deferred income at the 31 March 2025 balance date has been recognised as revenue in the year ended 31 March 2026.
23
Notes to the Consolidated Financial Statements (continued)
3.5 Financial instruments
Financial Instruments
Management determines the classification of the Group’s financial assets and liabilities at initial recognition. The Group’s financial
liabilities for the periods covered by these consolidated financial statements consist of overdrafts, loans, trade and other payables,
interest rate swaps and forward exchange contracts. The Group’s financial assets for the periods covered by these consolidated
financial statements include cash, accounts receivable, and those that are classified at fair value through profit or loss (“FVTPL”,
rather than cost).
Financial liabilities measured at amortised cost are non-derivative financial liabilities with fixed or determinable payments that are
not quoted in an active market. Trade and other payables, bank overdrafts and loans are classified as financial liabilities measured at
amortised cost.
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow
interest rate risk), credit risk and liquidity risk. The Group’s overall financial risk management is carried out by a central finance function
(the head office finance team) under policies approved by the board of directors, including the Treasury policy. The head office finance
team focuses on the unpredictability of financial markets and identifies, evaluates and seeks to hedge financial risks in close co-
operation with the Group’s operating units to minimise potential adverse effects on the financial performance of the Group.
The Board approves policies covering foreign exchange risk, interest rate risk and credit risk. The Group uses derivative financial
instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. The Group uses different
methods including sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit
risk to measure risk.
Fair value measurement of financial assets and liabilities
The Group’s financial assets and liabilities by category are summarised as follows:
Cash and cash equivalents
These are short term in nature and their carrying value is equivalent to their fair value.
Trade and other receivables
These assets are short term in nature and are reviewed for impairment; their carrying value approximates their fair value.
Trade payables and borrowings
The fair value of trade and other payables approximates carrying value due to their short-term nature. The carrying value of the
Group’s bank borrowings also represents the fair value of the borrowings due to management’s assessment that the interest rates
approximate the market interest rate for a commercial loan of a comparable lending period.
Leases
The Group has leases for property, vehicles and equipment. Contracts are usually for fixed periods, but there may be options to
extend. Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis of remaining lease
payments, discounted using a discount rate derived from the incremental borrowing rate. Right-of-use assets are depreciated using
the straight-line method from the commencement date to the end of the lease term.
Derivatives and hedging activity
The Group holds hedging instruments to hedge its foreign currency exposure and interest costs. The Group has designated forward
exchange contracts, interest rate swaps, and derivatives as cash flow hedges. In October 2021 the Group designated its AUD bank
borrowings, which are in a New Zealand entity, as a hedge of the net investment in the Australia business (net investment hedge).
Cash flow hedge instruments hedge the exposure to variability in cash flows that: (i) is attributable to a particular risk associated with
a recognised asset or liability or a highly probable forecast transaction and (ii) could affect profit or loss.
At 31 March 2026 and 31 March 2025, all derivatives measured at fair value (interest rate swaps and forward exchange contracts) were
valued using valuation techniques where all significant inputs were based on observable market data. Accordingly they are categorised
as level 2.
Specific valuation techniques used to value the Group’s derivatives are as follows:
• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with
the resulting value discounted back to present value.
• The fair value of interest rate swap contracts is determined using forward interest rates at the balance sheet date, with the
resulting value discounted back to present value.
These fair values are based on valuations provided by the Westpac Banking Corporation as at 31 March 2025 and 31 March 2026.
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging
instrument (the portion of the AUD bank borrowings designated as the hedging instrument) relating to the effective portion of the
24
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective
portion is recognised immediately in profit or loss within finance expenses. Gains and losses accumulated in equity are reclassified to
profit or loss when the foreign operation is partially disposed or sold.
The gains and losses from the AUD bank borrowing arise from the translation of these foreign currency borrowings to NZD at the
period end spot exchange rates.
The Group’s hedging reserves relate to the following hedging instruments:
CONSOLIDATED 2026
Spot component
of currency
forwards
$'000
Interest rate
swaps
$'000
Net investment
hedge
$'000
Total hedge
reserve
$'000
Opening balance 1 April 2025(36)–583547
Change in fair value of hedging instrument recognised in
‘Other comprehensive income’ (OCI)(142)–1,4921,350
Deferred tax41–(418)(377)
Balance at 31 March 2026(137)–1,6571,520
CONSOLIDATED 2025
Spot component
of currency
forwards
$'000
Interest rate
swaps
$'000
Net investment
hedge
$'000
Total hedge
reserve
$'000
Opening balance 1 April 2024(122)–486364
Change in fair value of hedging instrument recognised in
‘Other comprehensive income’ (OCI)119–135254
Deferred tax(33)–(38)(71)
Balance at 31 March 2025(36)–583 547
The effects of the foreign-currency-related hedging instruments on the Group’s financial position and performance are as follows:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Foreign currency forwards
Carrying amount of asset/(liability)19351
Notional amount15,043 12,301
Maturity dateApr 25–Mar 26Apr 24–Mar 25
Hedge ratio
1
1:11:1
Change in discounted spot value of outstanding hedging instruments since 1 April(142)119
Change in value of hedged item used to determine hedge effectiveness142(119)
Weighted average hedged EUR/NZD rate for the year (including forward points)0.50200.5326
Weighted average hedged USD/NZD rate for the year (including forward points)0.58610.5763
Weighted average hedged USD/AUD rate for the year (including forward points)0.67190.6295
1 The foreign currency forwards are denominated in the same currency as the highly probable future inventory purchases (USD and EUR); therefore, the hedge is 1:1.
25
Notes to the Consolidated Financial Statements (continued)
The effects of the net investment hedge on the Group’s financial position and performance are as follows:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Net investment hedge
NZD Carrying amount of non-current interest-bearing liabilities(17,722)(16,520)
AUD Carrying amount of non-current interest-bearing liabilities(14,750)(15,000)
Hedge ratio1:11:1
Change in fair value of hedging instrument recognised in OCI for the year1,492135
Change in value of hedged item used to determine hedge effectiveness(1,492)(135)
Financial instruments by category
CONSOLIDATED 2026
Assets at
amortised
cost
$'000
Derivatives
used for
hedging
$'000
Total
$'000
Assets as per statement of financial position
Cash and cash equivalents8,266–8,266
Derivatives - foreign exchange contracts–221221
Other assets–––
Trade receivables29,808–29,808
Balance at 31 March 202638,07422138,295
CONSOLIDATED 2025
Assets at
amortised
cost
$'000
Derivatives
used for
hedging
$'000
Total
$'000
Assets as per statement of financial position
Cash and cash equivalents6,538– 6,538
Derivatives - foreign exchange contracts– 6161
Other assets– – –
Trade receivables28,372– 28,372
Balance at 31 March 202534,9106134,971
26
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2026
Liabilities at
amortised cost
$'000
Derivatives used
for hedging
$'000
Total
$'000
Liabilities as per statement of financial position
Trade and other payables excluding non-financial liabilities23,894–23,894
Derivatives - foreign exchange contracts (current liabilities)–2828
Interest-bearing liabilities35,242–35,242
Lease liabilities69,532–69,532
Balance at 31 March 2026128,66828 128,696
CONSOLIDATED 2025
Liabilities at
amortised cost
$'000
Derivatives used
for hedging
$'000
Total
$'000
Liabilities as per statement of financial position
Trade and other payables excluding non-financial liabilities18,407– 18,407
Derivatives - foreign exchange contracts (current liabilities)– 1010
Interest-bearing liabilities67,032– 67,032
Lease liabilities76,565– 76,565
Balance at 31 March 2025162,00410162,014
Accounting policy - hedging
On initial designation of a derivative as a cash flow hedging instrument or a foreign currency borrowing as a net investment hedging
instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk
management objectives and strategy in undertaking the hedge transaction. Documentation includes the nature of the risk being
hedged, together with the methods that will be used to assess the hedging instrument’s effectiveness. The Group also documents its
assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are
expected to be highly effective in offsetting the changes in cash flows or net investment of the respective hedged items.
The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised
in ‘Other comprehensive income’ and presented in the hedging reserve in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the profit or loss section of the statement of comprehensive income.
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are denominated in a currency
that is not NZD, which is the company’s functional currency. Approximately 95% of annual flat-sheet glass raw materials are purchased
in foreign currencies, being United States Dollar (USD), Euro (EUR) and Australian Dollar (AUD). In accordance with the Company
Treasury policy, foreign exchange risk is managed prospectively over a period to a maximum period of 12 months with allowable limits of
coverage up to 100% over the 6-month term, reducing to 50% up to the 12-month term. Where deemed acceptable by the Directors,
coverage can be extended over a longer period.
27
Notes to the Consolidated Financial Statements (continued)
Exposure to foreign exchange risk
CONSOLIDATED 2026
AUD
$'000
USD
$'000
EUR
$'000
31 March 2026
Cash and cash equivalents3,665–74
Trade receivables12,763––
Trade accounts payable(4,496)(4,335)(229)
AUD denominated loan(14,750)––
Balance at 31 March 2026(2,818)(4,335)(155)
CONSOLIDATED 2025
AUD
$'000
USD
$'000
EUR
$'000
31 March 2025
Cash and cash equivalents(314)596 1,179
Trade receivables11,675 ––
Trade accounts payable(3,266)(1,479)(540)
AUD denominated loan(15,000)––
Balance at 31 March 2025(6,905) (883)639
Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax-affected change in fair value of
forward foreign exchange currency contracts during the reporting period.
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% strengthening/weakening of the New Zealand Dollar (NZD) against the
following currencies at the reporting date. The table shows the (decrease)/increase in profit or loss and equity as a result of the
10% movements. The analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been
applied for all periods presented.
CONSOLIDATEDCONSOLIDATED
2026
$’000
2025
$’000
Profit or loss
10% strengthening of the NZD against:
AUD(1,085)(736)
USD39480
EUR14(58)
10% weakening of the NZD against:
AUD1,326900
USD(482)(98)
EUR(17)71
Equity
10% strengthening of the NZD against:
USD(1,148)(1,075)
EUR(156)63
10% weakening of the NZD against:
USD1,469 1,314
EUR191 63
28
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
Profit or loss movements are mainly attributable to the exposure outstanding on AUD trade receivables at the end of the reporting
period. Equity movements are the result of changes in fair value of derivative instruments designated as hedging instruments in cash
flow hedges.
Commodity cost risk
The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While there are numerous
manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore manages access to supply through
close relationships with suppliers. Cost is an important variable in the determination of supply, and the Group is clearly exposed to
changes in the cost of glass.
3.6 Provisions (current and non-current)
CONSOLIDATED 2026
Warranty
provision
$’000
Employee
expenses
$’000
Lease make-
good
$’000
Plant closure
provision
$’000
Total
$’000
Carrying amount at the beginning of the year4804552,1962133,344
Increase in balance5–353–358
Settled or utilised(195)(6)(90)(213)(504)
Carrying amount at the end of the year2904492,459–3,198
CONSOLIDATED 2025
Warranty
provision
$’000
Employee
expenses
$’000
Lease make-
good
$’000
Plant closure
provision
$’000
Total
$’000
Carrying amount at beginning of year1706063,897–4,673
Increase/(Decrease) in balance310–(1,534)213(1,011)
Settled or utilised–(151)(167)–(318)
Carrying amount at end of year4804552,1962133,344
CONSOLIDATEDCONSOLIDATED
2026
$’000
2025
$’000
Current portion6471,048
Non-current portion2,5512,296
Carrying amount at the end of the year3,1983,344
Accounting policy - provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, where it is probable that a cost will be
incurred to settle the obligation and a reliable estimate of that obligation is able to be made.
Warranty provisions represent an estimate of potential liability for defective products that are shipped out and the defect is identified
within the short term, and products that fail over a long time, but within their product life cycle.
The employee expenses provision recognises the remediation payments to settle historical Holidays Act compliance matters.
Make good provisions represent the estimated cost to return a leased property to its original condition at the end of the lease. Plant
closure provision relates to the estimate of potential write offs in engineering spares with the closure of the Wellington plant.
29
Notes to the Consolidated Financial Statements (continued)
3.7 Other current assets and other non-current assets
CONSOLIDATEDCONSOLIDATED
2026
$’000
2025
$’000
Prepaid expenses3,5393,066
Other receivables300346
Total other current assets3,8393,412
Deposit for leased asset42 42
Total other non-current assets42 42
4 LONG-TERM ASSETS
4.1 Property, Plant and equipment
CONSOLIDATED 2026
Plant and
equipment
$'000
Furniture,
fittings and
equipment
$'000
Motor vehicles
$'000
Total
$'000
Opening balance
Cost98,7215,51811,724115,963
Accumulated depreciation(63,369)(4,628)(8,075)(76,072)
Net book value at 1 April 202535,3528903,64939,891
Additions1,9595514562,966
Disposals(79)(1)(14)(94)
Depreciation expense(6,737)(430)(1,036)(8,203)
Reclassification––––
Provision for Plant closure(435)––(435)
Foreign exchange impact1,02219311,072
Closing net book value at 31 March 202631,0821,0293,08635,197
Represented by:
Cost96,3035,69211,914113,909
Accumulated depreciation(65,221)(4,663)(8,828)(78,712)
Net book value at 31 March 202631,0821,0293,08635,197
30
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
CONSOLIDATED 2025
Plant and
equipment
$'000
Furniture,
fittings and
equipment
$'000
Motor vehicles
$'000
Total
$'000
Opening balance
Cost101,8566,40013,380121,636
Accumulated depreciation(61,400)(5,320)(8,779)(75,499)
Net book value at 1 April 202440,4561,0804,60146,137
Additions2,6723351193,126
Disposals(197)(6)(15)(218)
Depreciation expense(7,160)(495)(1,060)(8,715)
Reclassification26(26)––
Provision for Plant closure(541)––(541)
Foreign exchange impact962 4102
Closing net book value at 31 March 202535,3528903,64939,891
Represented by:
Cost98,7215,51811,724115,963
Accumulated depreciation(63,369)(4,628)(8,075)(76,072)
Net book value at 31 March 202535,3528903,64939,891
Economic lives of intangible assets and property, plant and equipment
Property, plant and equipment are long-lived assets that are amortised/depreciated over their estimated useful lives. The estimated
useful lives are reviewed annually and may change if necessary. The actual useful life of an asset may be shorter or longer than what
had been estimated, which will affect amortisation, depreciation and the carrying values of these assets.
Accounting policy
All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Depreciation of property, plant and equipment is calculated using the straight-line value method to allocate the cost of assets over
their expected useful lives. The rates are as follows:
Depreciation
rate
Depreciation
basis
Plant and equipment7-50%Straight line
Motor vehicles12-40%Straight line
Furniture, fixtures and fittings7-50%Straight line
31
Notes to the Consolidated Financial Statements (continued)
4.2 Right-of-use assets
CONSOLIDATED 2026
Property
$'000
Motor vehicles
$'000
Equipment
$'000
Total
$'000
Opening balance
Cost104,47914,788520119,787
Accumulated depreciation(52,252)(6,937)(361)(59,550)
Net book value at 1 April 202552,2277,85115960,237
Additions2,082861–2,943
Modifications and remeasurement 281––281
Net disposals(3,528)(8)–(3,536)
Net other–33–33
Depreciation expense(6,716)(2,516)(65)(9,297)
Foreign exchange impact1,32926431,596
Closing net book value at 31 March 202645,6756,4859752,257
Represented by:
Cost103,52915,683527119,739
Accumulated depreciation(57,854)(9,198)(430)(67,483)
Net book value at 31 March 202645,6756,48597 52,257
CONSOLIDATED 2025
Property
$'000
Motor vehicles
$'000
Equipment
$'000
Total
$'000
Opening balance
Cost107,39913,163518121,080
Accumulated depreciation(50,948)(5,393)(280)(56,621)
Net book value at 1 April 202456,4517,7 7 0238 64,459
Additions1,8892,367– 4,256
Modifications2,778(25)–2,753
Disposals(2,790)(34)–(2,824)
Other187271215
Depreciation expense(6,399)(2,270)(80)(8,749)
Foreign exchange impact11116–127
Closing net book value at 31 March 202552,2277,85115960,237
Represented by:
Cost104,47914,788520119,787
Accumulated depreciation(52,252)(6,937)(361)(59,550)
Net book value at 31 March 202552,2277,851159 60,237
In determining the lease term the Group includes any periods covered by options to extend where the Group is reasonably certain to
exercise that option.
Accounting policy
The Group leases mainly relate to buildings which are typically made for fixed periods of 1 to 16 years but may have extension options.
Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not
impose any covenants, but leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present-value basis. Lease liabilities include the net present value
of the following lease payments:
• fixed payments, less any lease incentives receivable; and
• variable lease payments that are based on an index or a rate.
32
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any restoration
costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in
profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small
items of office furniture with purchase cost below $1,000.
4.3 Intangible Assets
CONSOLIDATED 2026
Goodwill on
acquisitions
$’000
Computer
software
$’000
Total
$’000
Opening balance
Cost149,9719,705159,676
Accumulated amortisation and impairment(126,118)(9,632)(135,750)
Net book value at 1 April 202523,8537323,926
Additions–28 28
Amortisation expense–(46)(46)
Foreign exchange impact2,171–2,171
Closing net book value at 31 March 202626,0245526,079
Represented by:
Cost152,1418,129160,271
Accumulated amortisation and impairment(126,118)(8,074)(134,192)
Net book value at 31 March 202626,0245526,079
CONSOLIDATED 2025
Goodwill on
acquisitions
$’000
Computer
software
$’000
Total
$’000
Opening balance
Cost149,7769,669159,445
Accumulated amortisation and impairment(126,118)(9,563)(135,681)
Net book value at 1 April 202423,65810623,764
Additions–3737
Amortisation expense–(70)(70)
Foreign exchange impact195–195
Closing net book value at 31 March 202523,8537323,926
Represented by:
Cost149,9719,705159,676
Accumulated amortisation and impairment(126,118)(9,632)(135,750)
Net book value at 31 March 202523,8537323,926
Critical estimates and judgements: Goodwill
The Group tests intangible assets for impairment to ensure they are not carried at above their recoverable amounts:
• at least annually for goodwill with indefinite lives; and
• where there is an indication that the assets may be impaired (which is assessed at least at each reporting date).
Impairment tests are performed by assessing the recoverable amount of each individual asset or CGU. The recoverable amount is
determined as the higher amount calculated under a value-in-use (VIU) or a fair value less costs of disposal (FVLCD) calculation. The
FVLCD calculation has been determined using the level three in terms of the fair value hierarchies in NZ IFRS 13. Both methods utilise
pre-tax cash flow projections based on financial projections approved by the Directors.
33
Notes to the Consolidated Financial Statements (continued)
Impairment tests for goodwill
The Group’s segments and cash generating units (CGU’s) have been classified as New Zealand and Australia aligning with the way the
business is reviewed. The Australian goodwill arose in August 2016 with the acquisition of AGG. Goodwill balances is as follows:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Australia26,02423,853
Total goodwill balances26,02423,853
Market capitalisation comparison
The Group compares the carrying amount of net assets with the market capitalisation value at each balance date. The share price at
31 March 2026 was $1.055 equating to a market capitalisation of $25.9 million. This market value excludes any control premium and may
not reflect the value of all of the Group’s net assets. The carrying amount of the Group’s net assets at 31 March 2026 was $60.0 million
($2.44 per share), which indicates a prima facie impairment. Management and the Directors have considered the reasons for this
difference and concluded all relevant factors had been allowed for in their impairment testing.
The recoverable amount of the NZ CGU was determined using a ‘value in use’ basis, and the recoverable amount of the Australia CGU was
determined using the higher of a ‘value in use’ or ‘fair value less cost of disposal’ basis. The New Zealand CGU has no goodwill or indefinite
life assets and the results of testing of this CGU, including sensitivity testing does not result in an impairment to carrying values of
New Zealand assets. Sensitivity analysis was performed on both CGUs and in respect of the NZ CGU there are no reasonably possible
changes to key assumptions which could cause a material impairment.
In respect of the Australia CGU impairment assessment, there has been a decline in head room from the previous year. Sensitivities
to the assumptions using the FVLCD model are included below. The Directors believe the long term prospects in Australia are positive
however the current year impairment assessment assumes that the economic recovery in Australia, as well as demand generated by the
Nationwide House Energy Rating Scheme introduced under the National Construction Code (NCC) 2022 (which only became effective in
Victoria in mid 2024), will take longer than initially expected.
Key assumptions in the 31 March 2026 impairment assessment calculations (and the equivalent assumptions in the 31 March 2025
calculations) for the Australian CGU (which is the only CGU with goodwill) are as follows:
CONSOLIDATEDCONSOLIDATED
20262025
AustraliaAustralia
Compound annual revenue – 5 years3.5%5.9%
EBITDA percentage – 5 year range14.0% - 14.2%13.0% - 14.3%
Long-term growth rate2.5%2.0%
Discount rate (post tax, post IFRS 16)10.8%10.3%
Cash flow projections
The impairment testing used pre-tax cash flow projections based on financial projections approved by the Directors covering a five-
year period. In forming these projections, the Directors considered the views of several economic forecasters, observable market data
points (including building consents), feedback from customers, analysis of existing forward books of work, anticipated customer wins
and/or losses and other competitive dynamics.
The Directors have referenced longer term independent forecast estimates in a consistent way compared to previous years.
Long-term growth rate
Cash flows beyond the five-year period are extrapolated using an estimated long-term growth rate. The long-term growth rate
assumptions have typically been supported by long-term population growth rates and the increased use and prevalence of glass
products in the Group’s markets. The long-term growth rate for the Australian CGU at 2.5% (31 March 2025: 2.0%) reflects the long-
term inflation expectation being the midpoint of the RBA target range of between 2% and 3% and considering historical inflation rates.
Discount rate
The discount rate (post tax) represents the current market assessment of the risks specific to the CGU, taking into account the time
value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount
rate calculation is based on the specific circumstances of the CGU and its operating segments and is derived from its weighted
average costs of capital (WACC).
The discount rates used are supported by independent third-party expert advice. The discount rate for Australia at 31 March 2026 was
higher than the prior year on account of market volatility in interest rates (risk-free rates) and the consideration of market specific rates.
34
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
Sensitivity to changes in key assumptions
The impairment assessment resulted in headroom of AU$4.8m.
Headroom under the FVLCD model would be effectively eliminated if revenue decreased by 0.75% every year (including the terminal
year), or costs increased by 0.85% every year (including the terminal year), or earnings (EBITDA) declined by AU$600,000 every year
(including the terminal year), or the terminal growth rate declined by 1.5%, or the discount rate increased by 1%.
The impairment assessments confirmed that, for the Australian CGU, the recoverable amount exceeds its carrying value as at
31 March 2026.
Accounting policy
Goodwill
Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the Group’s share of the net
identifiable assets of the acquired subsidiary at the date of acquisition. Any goodwill arising on acquisitions of subsidiaries is included
in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of
disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.
For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each group of the CGUs that is
expected to benefit from the synergies of the combination. Each unit to which the goodwill is allocated represents the lowest level
within the entity at which the goodwill is monitored for internal management purposes.
Computer software
Acquired computer software licences that are not defined as a ‘software as a service’ arrangement are capitalised on the basis of the
costs incurred to acquire and bring to use the specific software. Costs that are directly associated with the production of identifiable
and unique software products controlled by the Group are recognised as intangible assets when management intends to use the
software and anticipate it will generate probable future economic benefits.
Directly attributable costs that are capitalised as part of the software product include the software development employee costs and
an appropriate portion of relevant overheads.
Amortisation of computer software is calculated on a straight-line basis over a useful life of four years.
35
Notes to the Consolidated Financial Statements (continued)
5 DEBT & EQUITY
5.1 Interest-bearing liabilities
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Bank borrowings33,22265,520
Other asset financing2,0191,512
Total interest-bearing liabilities35,24167,032
Refer to the going concern section in the basis of preparation for further information of the Group’s intentions with bank borrowings.
Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing facilities as amended on
19 September 2025 currently comprise a revolving loan facility of $41.0 million expiring in September 2028, as well as overdraft and
bank guarantees totalling $7.4 million. The Group’s financial covenants includes interest cover and leverage ratios. The Group received
covenant amendments during the year. The Group did not breach any covenants during the year.
Other asset financing comprises outstanding balances of third party financing for the purchase of motor vehicles and insurance
financing. In the year ended 31 March 2020, the Group concluded two sale and leaseback agreements relating to the New Zealand
vehicle fleet, but retained control of the heavy truck bodies, therefore these transactions were treated as financing arrangements.
Assets pledged as security
The bank loans are secured under both a General Security Deed and Specific Security Deed which results in registered charges over
assets of the Group. In addition, there are positive and negative pledge undertakings through shares held of various subsidiaries.
Accounting policy
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is expensed in the statement of
comprehensive income over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the statement of financial position date.
Other asset financing is treated as a financing arrangement, with assets remaining in the Group’s asset register and remaining useful
life adjusted to mirror the lease term. A finance liability is recognised equal to the sale proceeds. Interest expense is recognised over
the term of the lease where applicable.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an
adequate amount of committed credit facilities and the ability to close-out market positions.
As at 31 March 2026 the Group had cash of $8.3 million (2025: $6.5 million). Information in respect of negotiated credit facilities is
shown below.
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Committed credit facilities pursuant to syndicated facility48,44278,538
Drawdown at balance date(37,614)(70,169)
Available credit facilities10,8288,369
36
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
The table below analyses both of the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity
groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are
included in the analysis if their contractual maturities are essential for an understanding of cash flows. Where relevant, cashflows
include both interest and principal payments. The numbers below are undiscounted cashflows.
CONSOLIDATED 2026
Less than
1 year
$'000
Between
1 and 2 years
$'000
Between
2 and 5 years
$'000
> 5 years
$'000
Total
$'000
Carrying
amount
$’000
Interest-bearing liabilities and interest owing3,1242,28934,9152040,34835,241
Foreign exchange contracts28–––2810
Lease liabilities13,25312,59528,95036,76291,56069,532
Trade accounts payable19,044–––19,04419,044
Total at 31 March 202635,44914,88463,86536,782150,980123,827
CONSOLIDATED 2025
Less than
1 year
$'000
Between
1 and 2 years
$'000
Between
2 and 5 years
$'000
> 5 years
$'000
Total
$'000
Carrying
amount
$’000
Interest–bearing liabilities and interest owing68,515262679303 69,75967,032
Foreign exchange contracts10–––10 10
Lease liabilities12,39111,96130,86149,465104,67876,565
Trade accounts payable12,585–––12,58512,585
Total at 31 March 202593,50112,22331,54049,768187,032156,192
Interest rate risk
The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest
rate risk. During the period, the Group’s borrowings at variable rates were denominated in both New Zealand and Australian dollars. If
interest rates in New Zealand and Australia increased by 10% the impact would be an additional cost of $0.2 million and a subsequent
decrease of $0.2 million if rates decreased by 10%. (In 2025 an interest rate increase of 10% would have resulted in additional costs of
$0.42 million and a subsequent decrease of $0.42 million if rates decreased by 10%.)
5.2 Lease liabilities
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Opening lease liabilities recognised at 1 April 76,56578,393
Additions2,8924,222
Modifications and remeasurement1,4654,332
Termination(4,729)(3,387)
Interest for the period4,6764,972
Other31368
Lease payments made(13,255)(12,478)
Foreign exchange impact1,887143
Lease liabilities at 31 March69,53276,565
Current lease liabilities9,1867,842
Non–current lease liabilities60,34668,723
Total lease liabilities69,53276,565
37
Notes to the Consolidated Financial Statements (continued)
Lease liabilities maturity analysis
Minimum lease
payments
$'000
Interest
$'000
Present value
$'000
Within one year13,253(4,067)9,186
One to five years41,545(11,622)29,923
Beyond five years36,762(6,339)30,423
Lease liabilities at 31 March 202691,560(22,028)69,532
Minimum lease
payments
$'000
Interest
$'000
Present value
$'000
Within one year12,391(4,549)7,842
One to five years42,822(13,318)29,504
Beyond five years49,465(10,246)39,219
Lease liabilities at 31 March 2025104,678(28,113)76,565
Estimates and judgements: Incremental borrowing rates
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s incremental
borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar
value in a similar economic environment with similar terms and conditions.
5.3 Contributed equity
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Opening balance307,198307,198
Ordinary shares issued22,482–
Closing balance329,680307,198
At 31 March 2026 the Company had issued 24,591,464 fully paid ordinary shares (2025: 185,378,086 fully paid ordinary shares). During
the year the Company undertook a rights issue of 1.6 rights for each share on issue and issued an additional 296,604,938 shares on
19 September 2025 under the rights issue and in addition 501,665,800 shares were issued to Amari Metals Australia Pty Limited on the
same day (2025: nil). On 6 March 2026 a share consolidation was undertaken at a ratio of 1 share for every 40 shares on issue (2025:
nil). Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion
to the number of shares held. Every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and on
a poll each share is entitled to one vote. The Company does not have a limited amount of authorised capital.
Accounting policy
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or acquiring its own shares are shown in equity as a deduction,
net of tax, from the proceeds.
Dividends
Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.
Dividend distribution to Group shareholders is recognised as a liability in the Group’s financial statements in the period in which the
dividends are declared by the Board.
Metro Performance Glass paid no dividends in 2025 and 2026.
38
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
Capital management
The Group’s revolving loan facility agreement restricts the Group from making a distribution to shareholders unless the leverage ratio
before and after the distribution is below 2.0.
The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so
that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
The Group’s financial covenants includes interest cover and leverage ratios. The Group was in compliance with its amended financial
covenants during the year and at balance date.
6 OTHER
6.1 Income taxation
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Loss before income taxation(797)(16,676)
Income taxation benefit at the Group’s effective tax rate2594,680
Tax effect of (non-deductible) and non-assessable items (401)(870)
Prior year adjustment–(604)
Income tax (expense)/benefit(142)3,206
Represented by:
Current taxation––
Deferred taxation(142)3,206
(142)3,206
Imputation credit account
The amount of imputation credits at balance date available for future distributions is $0.0 million at 31 March 2026, ($28.8 million at
31 March 2025) due to the change in shareholder continuity as a result of the capital raise in September 2025. Australia has $0.8m of
Franking credits available for future distributions.
39
Notes to the Consolidated Financial Statements (continued)
6.2 Deferred taxation
Consolidated deferred tax assets and liabilities are attributable to the following:
CONSOLIDATED 2026
Assets
$'000
Liabilities
$'000
Net
$'000
Property, plant and equipment761(628)133
Right-of-use assets–(15,012)(15,012)
Inventory and receivables79–79
Cash flow hedge618(31)587
Intangibles14–14
Lease liabilities20,652–20,652
Provisions and accruals2,498–2,498
Tax losses7,319–7,319
31,941(15,671)16,270
CONSOLIDATED 2025
Assets
$'000
Liabilities
$'000
Net
$'000
Property, plant and equipment455(736)(281)
Right-of-use assets–(17,217)(17,217)
Inventory and receivables66–66
Cash flow hedge224(13)211
Intangibles22–22
Lease liabilities22,498–22,498
Provisions and accruals2,475–2,475
Tax losses7,966–7,966
33,706(17,966)15,740
40
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
Movement in temporary differences during the year:
CONSOLIDATED 2026
Opening balance
1 Apr 2025
$'000
Opening
Retained
Earnings
$'000
Recognised in
profit or loss
$'000
Recognised in
OCI
$'000
Balance
31 Mar 2026
$'000
Property, plant and equipment(281)– 481(67)133
Right-of-use assets(17,217)–2,684(479)(15,012)
Inventory and receivables66–7679
Cash flow hedge211–(16)392587
Intangibles22–(9)–14
Lease liabilities22,498–(2,453)60720,652
Provisions and accruals2,475–(70)932,498
Tax losses7,966–(766)1197,319
15,740–(142)67216,270
CONSOLIDATED 2025
Opening balance
1 Apr 2024
$'000
Opening
Retained
Earnings
$'000
Recognised in
profit or loss
$'000
Recognised in
OCI
$'000
Balance
31 Mar 2025
$'000
Property, plant and equipment(856)–583(8)(281)
Right-of-use assets(18,922)–1,745(40)(17,217)
Inventory and receivables61–5–66
Cash flow hedge141–(7)77211
Intangibles49–(27)–22
Lease liabilities23,760–(1,298)3622,498
Provisions and accruals2,690–(225)102,475
Tax losses5,520–2,430 167,966
12,443–3,2069115,740
Critical estimates and judgement
Deferred income tax assets are recognised for unused tax losses and deductible temporary differences to the extent that it is
probable that future taxable profit will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised based upon
the likely timing and level of future taxable profits.
Accounting policy
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it
relates to items recognised in ‘Other comprehensive income’ or directly in equity. In this case, the tax is also recognised in ‘Other
comprehensive income’ or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. No deferred tax liability was recognised on initial recognition of goodwill. Deferred income
tax is determined using tax rates (and laws) that have been enacted, or substantively enacted, by the statement of financial position
date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority
on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
41
Notes to the Consolidated Financial Statements (continued)
6.3 Group Reserves
Group reorganisation reserve
Upon acquisition of Metroglass Holdings Limited in July 2014, the assets and liabilities acquired were measured at their pre-
combination carrying amounts without fair value uplift. The difference between the consideration transferred and the carrying value of
the assets and liabilities acquired of $170.7 million (2025: $170.7 million) was recorded in the group reorganisation reserve.
Accounting policy
Where an acquisition occurs through group reorganisation, the identifiable assets and liabilities acquired are measured at their
pre-combination carrying amounts without fair value uplift. No new goodwill is recorded. Any difference between the consideration
transferred and the carrying value of the assets and liabilities acquired is recorded in equity.
Share-based payments reserve
The Group currently has a long-term incentive plan for selected employees. The plan’s participants are members of the Senior
Leadership Team and other selected senior managers. The reserve is used to record the accumulated value of the plan which has been
recognised in the statement of comprehensive income.
The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance that underpins the
achievement of Metro Performance Glass’ business strategy and long-term shareholder wealth creation. Participants are offered an
annual award of a specified number of both performance rights and share options in Metro Performance Glass (in accordance with the
plan rules).
The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration payable, subject to
Metro Performance Glass achieving set performance hurdles and meeting certain vesting conditions.
The share options enable participants to acquire shares in Metro Performance Glass at a market-based exercise price, subject to
Metro Glass achieving set performance hurdles and meeting certain vesting conditions.
In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted after a further
six and twelve months from the measurement date.
The following share options and performance share rights (PSR) have been issued and had not lapsed or been exercised at
31 March 2026.
Plan name Date issued
Number of
options
Number of
PSR
Options
exercise priceVesting date
2023 LTI plan27-May-2226,61213,306$9.6010-Jun-25
2024 LTI plan29-May-2355,33936,893$6.0012-Jun-26
Accounting policy
The long-term incentive plan is an equity-settled share-based payment which provides eligible employees with the opportunity to
acquire shares in the Group, accounted for under NZ IFRS 2. The fair value of shares granted is recognised as an employee benefit
expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the vesting period.
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Share-based payments reserve
Opening balance5281,062
Transfer to equity on vesting of employee share purchase scheme(165)(369)
Movement in share-based payments reserve(18)(165)
Closing balance345528
42
2026 Annual Report
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
6.4 Related Party Transactions
Amari Metals Australia Pty Limited
AGG is licencing warehouse space from Metal Centre (Australia) Pty Limited and Metro in New Zealand purchases aluminium
from McKechnie Aluminium Solutions Limited which are wholly owned by a sister company to Metro’s majority shareholder. These
transactions are not material.
5R Solutions Limited
During the financial year ended 31 March 2025, the Group disposed of its entire interest in 5R Solutions Limited, a company in which
it previously held a 50% ownership interest and accounted for using the equity method. Following the disposal, the Group no longer
has significant influence over 5R Solutions Limited, and the investment has been de-recognised from the Group’s consolidated
financial statements.
Subsidiaries
The Group’s principal subsidiaries at 31 March 2026 and 31 March 2025 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interest held equals the
voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
Name of entity
Country of
incorporation2026 Interest2025 Interest
Metropolitan Glass & Glazing LimitedNew Zealand100%100%
Metroglass Finance LimitedNew Zealand100%100%
Australian Glass Group Holding Pty LtdAustralia100%100%
Australian Glass Group Finance Pty LtdAustralia100%100%
Directors
The names of persons who were directors of the Company at any time during the financial period are as follows: Julia Mayne,
Shawn Beck, Simon Bennett, Pramod Khatri and Stephen Robertson.
Key management and Board of Directors’ compensation
Key management are members of the Executive Team, being direct reports of the Managing Director. The compensation paid and
provided to key management for employee service is shown below:
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Salaries and other short-term employee benefits2,1092,662
Share-based payments3893
2,1472,755
Board of Directors’ compensation
CONSOLIDATEDCONSOLIDATED
2026
$'000
2025
$'000
Directors’ fees440 401
440 401
43
Notes to the Consolidated Financial Statements (continued)
6.5 Contingencies
At 31 March 2026 the Group had no contingent liabilities or assets (2025: nil).
6.6 Commitments
At 31 March 2026 the Group had no commitments (2025: nil).
6.7 Subsequent Events
There are no events occurring after the reporting date which would materially affect the financial statements.
44
2026 Annual Report
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
+64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of Metro Performance Glass Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of Metro
Performance Glass Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 31 March 2026, its financial performance, and its cash flows for
the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
• the consolidated statement of financial position as at 31 March 2026;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group. Certain partners and
employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of
the business.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142, New Zealand
+64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of Metro Performance Glass Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of Metro
Performance Glass Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 31 March 2026, its financial performance, and its cash flows for
the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
• the consolidated statement of financial position as at 31 March 2026;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group. Certain partners and
employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of
the business.
45
2 PwC - Independent auditor’s report
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current year. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Description of the key audit matter How our audit addressed the key audit matter
Impairment assessments of net assets in
New Zealand and Australia
As at 31 March 2026 the Group had net assets
of $60.0 million (31 March 2025: $35.6 million),
split between the New Zealand cash generating
unit ( NZ CGU) and the Australian cash
generating unit (AU CGU).
The impairment assessments of the AU CGU
and the NZ CGU’s net assets are considered a
key audit matter due to the materiality of the net
assets balances, the presence of indicators that
impairment may exist, and the significant level of
estimation and judgement applied in determining
the key assumptions used in the impairment
assessment.
As at 31 March 2026 the AU CGU had a goodwill
balance of $26.0 million (31 March 2025: $2 3.9
million) and there was no goodwill balance
recognised in the NZ CGU (31 March 2025: nil).
Management determined the recoverable
amount of the NZ CGU using a ‘value in use’
basis concluding that there were no reasonably
possible changes to key assumptions that would
result in a material impairment. For the AU CGU,
management prepared a ‘fair value less cost of
disposal’ model in addition to their ‘value in use’
model, recognising the limited headroom
indicated by the ‘value in use’ assessment.
Management has used discounted future cash
flow models and concluded that the recoverable
amount of each CGU exceeded its carrying
amount as at 31 March 2026. For the AU CGU,
management concluded that reasonably possible
changes to key assumptions would cause the
carrying amount to exceed its recoverable
amount.
The key assumptions in the impairment
assessments include compound annual revenue
growth rates over the next five years, EBITDA
percentage over the five year range, the discount
rate, and the long-term growth rate. In note 4.3,
management has disclosed scenarios relating to
the amount by which the value assigned to key
assumptions must change in order for the AU
CGU’s recoverable amount to be equal to its
carrying amount. As part of the impairment
assessment process, management performed a
comparison of the Group’s net assets to the
market capitalisation of the Group and
considered the reasons for the difference in
finalising their assessment of the recoverable
amounts of the Group’s CGUs.
Our audit focused on assessing and challenging the key assumptions
used by management in their impairment assessment. Our procedures
included:
• understanding the Group’s process and controls in relation to the
preparation and review of the impairment assessment;
• evaluating the appropriateness of the identification of the Group’s
CGUs;
• agreeing the cash flows included in management’s impairment
models to the board approved budget and forecasts;
• assessing the Group’s forecasting accuracy by comparing historical
forecasts to actual results and considering the impact on the current
cash flow forecasts;
• agreeing the carrying amounts for each CGU to the Group’s
accounting records;
• discussing with, and challenging management on, the basis for the
cash flow forecasts and the key drivers of change in the forecasts,
including internal and external factors;
• engaging our internal valuation expert to assist us with:
- assessing whether the valuation methodology applied
was appropriate, including the methodology in relation to
the ‘fair value less cost of disposal’ model and the ‘value
in use’ model;
- assessing the appropriateness of the deduction in the ‘fair
value less cost of disposal’ model, in relation to cost of
disposal;
- assessing whether the discount rates and long-term
growth rates used by management were reasonable in
the context of the forecasts;
- considering management’s assessment of the difference
between the net assets and the market capitalisation of
the Group, in the context of our overall assessment of the
impairment test; and
- testing the accuracy of the calculations in the impairment
models;
• evaluating the reasonableness of management’s assumptions
underpinning the forecast cash flows by comparison to external
sources and trends in the Group's financial performance;
• performing sensitivity analyses to assess the effect of reasonably
possible changes in key assumptions on the impairment
assessments;
• comparing post year-end trading results available up to the date of
our report with management’s forecast assumptions to assess the
reasonableness of the forecasts; and
• considering the accuracy and appropriateness of the disclosures in
the consolidated financial statements , including disclosures on
sen sitivities to key assumptions.
46
2026 Annual ReportIndependent Auditor’s Report
3 PwC - Independent auditor’s report
Our audit approach
Overview
Overall group materiality: $1,550,000, which represents approximately 0.75% of revenue.
We chose revenue as a benchmark because, in our view, it is a key financial statement metric
used in assessing the performance of the Group and is a generally accepted benchmark.
Following our assessment of the risk of material misstatement, we performed:
• full scope audits on the Group’s two trading entities;
• substantive audit procedures on selected significant balances in the remaining non-
trading entities and on consolidation entries; and
• analytical review procedures on all the remaining non-trading entities.
As reported above, we have one key audit matter, being the impairment assessments of net
assets in New Zealand and Australia.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where management made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Following our assessment of the risk of material misstatement, we performed: full scope audits on the Group’s two
trading entities; substantive audit procedures on selected significant balances in the remaining non-trading entities
and on consolidation entries; and analytical review procedures on all the remaining non-trading entities. As
reported above, we have one key audit matter, being the impairment assessments of net assets in New Zealand and
Australia.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
47
PwC - Independent auditor’s report
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that
we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jonathan Kirby.
For and on behalf of
PricewaterhouseCoopers Auckland
27 May 2026
48
2026 Annual ReportIndependent Auditor’s Report
DIRECTOR REMUNERATION
The company distinguishes the structure of non-executive directors’ remuneration from that of executive directors. Non-executive
directors are paid a fixed fee in accordance with the determination of the board. The total amount of remuneration and other
benefits received by each director during the year ended 31 March 2026 is set out below.
Director2026 Directors’ Fees
Standing directors at 31 March 2026
Shawn BeckDirector, Chair of the Board, Member of the Audit and Risk Committee and
People and Culture Committee160,000
Pramod KhatriDirector, Chair of the People and Culture Committee, Member of the Audit and
Risk Committee80,000
Simon BennettDirector80,000
Julia MayneDirector, Chair of the Audit and Risk Committee80,000
Stephen RobertsonNon Independent Director - appointed 24 September 202540,000
Total $440,000
The Chair of the board receives $160,000 per annum (with no additional committee fees paid) and the non-executive directors receive
$80,000 per annum. On 1 April 2024 the board elected to suspend all subcommittee fees. Directors may also seek the board’s approval
for special remuneration should the specific circumstances justify this. In the 2026 financial year Shawn Beck received special
remuneration in regard to the additional work undertaken for the equity raise of $100,000 (2025:$nil). In September 2025 Simon
Bennett became the Managing Director (having previously been designated as the Executive Director).
The board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to the
non-executive directors (in their capacity as directors) is set at $614,000. This fee pool was last changed in May 2017.
Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive directors. Directors
are entitled to be refunded for reasonable travel and other expenses incurred by them in connection with their attendance at
board or shareholder meetings, or otherwise in connection with the Metroglass business. The company does not offer an equity-
based remuneration scheme for directors. The board considers that director and executive remuneration is appropriate and is
not excessive.
Directors and officers also have the benefit of Directors and Officers’ Liability insurance. This covers risks normally included in such
policies arising out of acts or omissions of directors and employees in their capacity as such. The insurance cover is supplemented by
the provision of director and officer indemnities from the company but this does not extend to criminal acts.
Executive Remuneration
The remuneration of members of senior management (Executive Leadership Team “ELT” and certain direct reports, excluding the
Managing Director) is designed to reward achievement of financial objectives with the operational leaders. The board is assisted in
delivering its responsibilities and objectives for executive remuneration by the People and Culture Committee.
The Managing Director reviews the performance of the ELT and makes recommendations to the board for approval in relation to the
team’s remuneration and achievement of key performance indicators (KPIs).
REMUNERATION
REPORT
49
Remuneration Report
Short-term incentives:
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically within that particular
financial year. The target value for of an STI payment is set annually, usually as a percentage of the participant’s base salary. For the
2026 financial year, the relevant percentages varied from 10% to 30%.
The STI plans relate to achievement of annual performance metrics which aim to align senior team members to a shared set of KPIs
based on business priorities for the next 12 months.
In the 2026 financial year, the metrics driving the STI plans were safety measures and Country and Regional EBIT targets. The
payable rewards for each STI KPI target are determined by the level of performance achieved and are calculated on a linear
scale increasing from the minimum of performance target to the maximum of performance target and receiving 100% of the
specified reward.
Neither Australia nor New Zealand fully met all the required STI targets for the 2026 financial year.
The board retains final discretion on any payment of STI awards.
Long-term incentives:
The company’s LTI plan for the 2024 financial year was announced on the 4 July 2023. The LTI plan is made up of both performance
share rights and share options. The LTI is designed to secure those employees’ retention in Metroglass and to reward performance
that underpins the achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The key features of
the 2024 LTI plan are as follows:
• Participants will be offered an annual award of a specified number of both performance rights and share options in Metroglass
(in accordance with the LTI rules)
• The performance rights will enable participants to acquire shares in Metroglass with no consideration payable, subject to
Metroglass achieving set performance hurdles and meeting certain vesting conditions
• The share options enable participants to acquire shares in Metroglass at a specified exercise price, subject to Metroglass
achieving set performance hurdles and meeting certain vesting conditions.
A total of 55,339 share options and 36,893 performance share rights were awarded pursuant to the 2024 LTI plan. There is no 2026
LTI plan in place (2025: none).
Pay for Performance – long-term incentives
CEO
LT I
(initial grant
values)
*
% LTI
vested against
maximum
Span of LTI
performance periods
FY26Simon BennettNo awardn /an /a
FY25Simon BennettNo awardn /an /a
FY24Simon Mander162,500n /a13/06/23 - 12/06/26
FY23Simon Mander162,500n /a05/06/21 – 04/06/24
FY22Simon Mander162,500n /a05/06/21 – 04/06/24
* These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods
50
2026 Annual Report
Managing Director Remuneration
Simon Bennett was appointed as Executive Director on 6 May 2024 and under his contract for professional services, he was paid
$30,000 per month (plus GST). From September 2025 Simon Bennett was made Managing Director and under the contract for
professional services is paid $40,000 per month. There is no provision for any short-term or long-term incentive. He is entitled to
reimbursement for general expenses such as travel in accordance with company policy. The independent directors (Shawn Beck,
Julia Mayne and Pramod Khatri) are satisfied that the contractual terms are set on an arm’s-length, commercial basis and have
been approved by them.
Employees’ Remuneration
The number of employees or former employees (including employees holding office as directors of subsidiaries) who received
remuneration and other benefits in their capacity as employees, the value of which was at or in excess of $100,000 and was paid to
those employees during the financial year ended 31 March 2026, is specified in the table below.
The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the course of
the 2026 financial year. This includes salary and the value of performance share rights and share options (LTI) expensed during the
financial year. Remuneration shown below includes settlement payments and payments in lieu of notice with respect to certain
employees upon their departure from the company but does not include any amounts paid post 31 March 2026 that relate to the
year ended 31 March 2026.
RemunerationNumber of employees
$100,000-110,00074
$110,000-120,00029
$120,000-130,00016
$130,000-140,00018
$140,000-150,00024
$150,000-160,00019
$160,000-170,0009
$170,000-180,0009
$180,000-190,00012
$190,000-200,0005
$200,000-210,0002
$210,000-220,0000
$220,000-230,0001
RemunerationNumber of employees
$230,000-240,0002
$240,000-250,0002
$250,000-260,0000
$260,000-270,0001
$270,000-280,0001
$280,000-290,0002
$290,000-300,0000
$300,000-310,0002
$310,000-320,0000
$320,000-330,0001
$330,000-350,0000
$350,000-380,0004
$380,000-410,0002
51
Remuneration Report
STATUTORY
INFORMATION
SECURITIES EXCHANGE LISTING
CORPORATE GOVERNANCE INFORMATION
This section of the Annual Report provides information required under the Companies Act 1993 and under the NZX listing rules. The
company’s governance framework is guided by the principles and recommendations described in the NZX Corporate Governance
Code (Code). Metro Performance Glass has reported in detail against the Code in its separately published Corporate Governance
Statement which, together with other detailed information, can be viewed on the Company’s website (metroglass.co.nz/investor-
centre/governance). Metro Performance Glass considers it has followed these recommendations during FY26 and as at 27 May
2026 other than to the extent set out in the table below.
Variance to NZX Corporate Governance Code
We believe that the company’s corporate governance practices for the financial year ended 31 March 2026 are materially in line
with the Code. Those areas of variance from the Code are set out in the table below:
NZX Code PrincipleNZX Code RecommendationKey DifferenceStatus
Board composition
and performance
2.5 The board should set
measurable objectives for
achieving diversity.
The company has adopted a
Diversity and Inclusion Policy, a
copy of which is available on the
company’s website. However, the
board has not set measurable
objectives under the Policy for
achieving diversity.
The board considers authentic
diversity outcomes can be
achieved without measurable
objectives. Although no
alternative governance practices
have been adopted at board
level in lieu of recommendation
2.5, the board has overseen a
number of operational practices
aimed at raising awareness of
the importance of diversity
in the business. The board is
satisfied with its performance
in respect of its Diversity and
Inclusion Policy.
Reporting and
disclosure
4.4 An issuer should provide
non-financial disclosure at
least annually, including
considering environmental,
social sustainability and
governance factors and
practices. It should explain
how operational or
non-financial targets are
measured. Non-financial
reporting should be
informative, include
forward- looking assessments,
and align with key strategies
and metrics monitored by
the board.
The company has a programme of
work to establish the processes
and systems that incorporate
climate change are appropriate
for the business and align with
the External Reporting Board
standards. In the last 12 months
Metroglass has continued
to focus on developing an
understanding of the potential
risks and opportunities of
climate change.
The company has not made as
much progress with respect to
its non-financial reporting as
was previously expected. The
company has been focused on
debt reduction and business
stabilisation initiatives.
52
2026 Annual Report
NZX Code PrincipleNZX Code RecommendationKey DifferenceStatus
Notice of meeting8.5 An issuer should give 20
working days’ notice of
shareholder meetings to
ensure good corporate
governance.
In 2026, Metroglass complied with
the Companies Act 1993 by giving
10 working days’ notice of the
special general meeting in August
2025 and the annual general
meeting in September 2025.
Metroglass considered that
the time-sensitive nature of
the equity raise meant that
the statutory minimum notice
period for the special general
meeting (SGM) was unavoidable.
The AGM, being held the just a
month after the SGM did not
involve the disclosure of any
material information not already
disclosed at the SGM and the
items of business dealt with at
the AGM were routine in nature.
In those circumstances the board
considered that the shorter
time frame for the AGM was
appropriate and did not unduly
prejudice shareholders.
Remuneration5.1 An issuer should have a
remuneration policy for the
remuneration of directors.
The company does not have a
director remuneration policy.
Details of director remuneration
is made in each annual report,
and is subject to a shareholder-
approved cap. In terms of
alternative governance practices,
the board reviews director
remuneration from time to time,
including with effect from 1 April
2024 making the decision to cease
paying director fees in respect of
committee work.
Remuneration5.2 The board should have a
remuneration policy for the
remuneration of executives
which outlines the relative
weightings of remuneration
components and relevant
performance criteria.
The company does not have a
policy for executive remuneration.
While there is no formal policy, the
board adopts practices to ensure
that executive remuneration is
fair and reasonable, and that
any incentives are appropriately
aligned with the interests of
shareholders.
Risk management6.1 An issuer should report the
material risks facing the
business and how these are
being managed.
The company has not reported
what its material risks are or how
they are being managed.
In the last year the board
has been heavily focused on
debt reduction and business
stabilisation initiatives.
This, as well as the challenging
trading environment, meant that
the board had less time and
resource to consider broader
corporate risk issues. The board
has undertaken a review of the
risk management framework and
is refining processes to manage
and improve reporting of risks.
Metro’s shares are listed on the New Zealand Securities Exchange (NZX) and Australian Securities Exchange (ASX).
Shares on issue as at 31 March 2026:
As at 31 March 2026 the total number of voting securities on issue was 24,591,464
Shares on issue as at 31 March 2026:
RegisterSecurityHoldersUnits
New ZealandMPG (NZX)2,205 24,454,197
AustraliaMPP (ASX)117137,267
TotalMPG (Dual)2,32224,591,464
53
Statutory Information
Securities issued, and still outstanding, long term incentive plans as at 31 March 2026:
Long-term Incentive SchemeSecurityHoldersUnits*
2023 Performance Share RightsMPG (NZX)6 13,306
2023 Share OptionsMPG (NZX)6 26,612
2024 Performance Share RightsMPG (NZX)636,893
2024 Share OptionsMPG (NZX)6 55,339
* Metro Performance Glass undertook a 40 for 1 share consolidation on 5 March 2026 and the outstanding securities have been converted at this rate.
Top 20 Shareholders
Metroglass’ top 20 registered shareholders as at 31 March 2026 were as follows:
RankInvestor nameTotal Units
%
Issued Capital
1Metro Glass Investment Pty Ltd12,541,39551.00
2Masfen Securities Limited 2,256,257 9.17
3Takutai Limited 1,802,136 7.33
4FNZ Custodians Limited627,2822.55
5New Zealand Depository Nominee 566,988 2.31
6Custodial Services Limited 487,216 1.98
7Simon James Bennett375,0001.52
8Accident Compensation Corporation
1
224,3710.91
9ASB Nominees Limited 195,000 0.79
10Daniel Charles Skinner 173,104 0.70
11William Aubrey Cocks 136,389 0.55
12Roget Dixon Armstrong 116,535 0.47
13George Westermayer 106,587 0.43
14Quant Advisory Limited 97,705 0.40
15Jedi Investments Limited 96,278 0.39
16Century Securities Limited 95,639 0.39
17Weijun Zhang and Yuhua Yang 95,000 0.39
18Ian Graham Douglas and Anna Kristin Douglas 81,158 0.33
19Bowenvale Investments Limited 75,000 0.30
20Vance Justin Murdoch and Karen Lisa Murdoch 72,500 0.29
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic trading of securities by its
members and does not have a beneficial interest in these shares. As at 31 March 2026, a total of 347,842 Metroglass shares (or 1.41% of the ordinary shares on issue) were held
through NZCSD.
Substantial shareholders
According to the records kept by the company under the Financial Markets Conduct Act 2013 the following were substantial
holders in the company as at 31 March 2026. Shareholders are required to disclose their holdings to Metroglass and to its share
registrar by giving a ‘Substantial Shareholder Notice’ when:
• They begin to have a substantial shareholding (5% or more of Metroglass’ shares)
• There is a subsequent movement of 1% or more in a substantial holding, or if they cease to have a substantial holding
• There is any change in the nature or interest in a substantial holding.
Investor name
Number of shares held
at date of disclosure*
Number of shares as
at 31 March 2026%
Date of most
recent notice
Metro Glass Investment Pty Limited 501,655,80012,541,39551.00%30/12/25
Takutai Limited72,085,4171,802,1367.33%21/11/25
Masfen Securities Limited 83,212,1132,256,2579.17%22/9/25
* Metro Performance Glass undertook a 40 for 1 share consolidation on 6 March 2026 which explains why the actual holdings of the substantial security holders as at 31 March 2026 differ
from the disclosures in their substantial product holder notices that were filed prior to the share consolidation taking effect.
The total number of voting securities (fully paid ordinary shares) of the company as at 31 March 2026 was 24,591,464.
54
2026 Annual Report
Distribution of shareholders
As at 31 March 2026:
Range
Number of
holders%
Number of
shares%
1-1,0001,73674.76422,5561.72
1,001-5,00037516.15830,4943.38
5,001-10,000883.79645,4302.62
10,001-50,000974.181,962,0537.98
50,001-100,000130.56999,2004.06
Greater than 100,000130.5619,731,73180.24
Total2,322100.00%24,591,464100.00%
Voting rights
Section 15 of the company’s constitution states that a shareholder may vote at any meeting of shareholders in person or through
a representative. Metroglass conducts voting by way of a polls, using this method every shareholder present (or through their
representative) has one vote per fully paid-up share they hold. Unless the board determines otherwise, shareholders may not
exercise the right to vote at a meeting by casting postal votes. More detail on voting can be found in Metroglass’ constitution
available on the company’s website at: www.metroglass.co.nz/investor-centre/governance/.
Trading statistics
Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2025 to 31 March 2026 are set out in the
table below. The company undertook a 40 for 1 share consolidation on 6 March 2026 which meant that shareholders received one
MPG share for every 40 shares held on the record date of 5 March 2026:
NZX (NZD)ASX (AUD)
Minimum:$0.93 (19/03/26)$0.80 (20/03/26)
Maximum:$2.04 (20/01/26)$2.176 (28/05/25)
Range: $0.93 - $2.04 $0.80- $2.1758
Total shares traded:1,689,854 97,268
1
1 Trading in Metroglass shares on the ASX is less liquid than it is on the NZX. The final date on which shares were traded on the ASX during the 12 months to 31 March 2026 was
20 March 2026.
Dividend Policy
Dividends and other distributions with respect to the shares are only made at the discretion of the board of Metroglass.
Any dividend can only be declared by the board if the requirements of the Companies Act 1993 are also satisfied. The board’s
decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year will depend on,
among other things:
• All statutory or regulatory requirements
• The financial performance of Metro Performance Glass
• One-off or non-recurring events
• Metroglass’ capital expenditure requirements
• The availability of imputation credits
• Prevailing business and economic conditions
• The outlook for all of the above
• Any other factors deemed relevant by the board.
No dividends have been declared in respect of the 2026 financial year.
55
Statutory Information
NZX and ASX waivers
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules and has waivers in place with the
ASX that are standard for a New Zealand company listed on the ASX.
Metroglass has an ASX Foreign Exempt Listing on the ASX. This category is based on a principle of substituted compliance,
recognising that for secondary listings, the primary regulatory role and oversight rest with the home exchange. Metroglass
continues to have a full listing on the NZX Main Board. In accordance with ASX Listing rule 1.15.3, Metroglass confirms that it
continues to comply with the NZX listing Rules.
Directors and director independence
As at the balance date of 31 March 2026 the company had five directors – Shawn Beck, Simon Bennett, Julia Mayne, Stephen
Robertson and Pramod Khatri. Each such director was determined by the board to be an independent director when appointed,
except for Stephen Robertson, who was determined to be a non-independent director on appointment as a consequence of his
relationship with Amari Metals Australia, a major shareholder in the company. Subsequently, the board determined on 6 May 2024
that Simon Bennett was a non-independent director as a consequence of being appointed to the role of Managing Director.
When assessing independence, the board holistically considers the interests and relationships of a director that could affect the
determination, including having regard to (but not limited to) the factors set out in recommendation 2.4 of the NZX Corporate
Governance Code.
Gender composition of directors and officers
As at 31 March 2026 (and 31 March 2025 for the prior comparative period), the mix of gender among the company’s board and
Executive Leadership Team was:
31 March 2026Female MaleTotal% Female
Board 1 4 5 20%
Executive Leadership Team2 4 633%
31 March 2025Female MaleTotal% Female
Board 1 3 4 25%
Executive Leadership Team3 4 7 43%
For the purposes of this analysis the Executive Leadership Team comprises ‘Officers’ of the company, being employees who are
concerned or take part in the management of the company’s business and who reports directly to: (a) the board; or (b) a person
who reports to the board.
While no specific diversity objectives have been set by the board, the board is satisfied with its performance in relation to its
Diversity and Inclusion Policy, in particular the work that has gone in to raising awareness about the importance of diversity in
the workforce.
Board and committee attendance in the 12 months to 31 March 2026
Directors
Board meetings
attended
Audit and Risk
Committee meetings
attended
Due Diligence
Committee meetings
attended
People and Culture
Committee meetings
attended
Meetings held1046–
Shawn Beck 1046–
Simon Bennett 1016–
Julia Mayne 1046–
Pramod Khatri 946–
Stephen Robertson 5– ––
The Board’s committees and their members as at 27 May 2026 were:
• Audit and Risk Committee: Julia Mayne (Chair), Pramod Khatri and Shawn Beck
• People and Culture Committee: Pramod Khatri (Chair) and Shawn Beck. Given the activities of the company and the size of the
board, the activities of this committee were undertaken by the full board in 2026.
56
2026 Annual Report
Disclosure of directors’ interests
In accordance with section 140(2) of the Companies Act 1993 the company maintains an interests register in which interests are
recorded. The following are general disclosures of interests by directors holding office at 31 March 2026. Particulars of entries
made during the year to 31 March 2026 are noted with an asterisk (*) for the purposes of section 211(1)(e) of the Companies
Act 1993.
Director and companyPosition
Shawn Beck
Sweet Mango Limited (trading as South Central Advisory)Director/Shareholder
Skinny Fizz Company LimitedDirector/Shareholder
South Central Advisory LimitedDirector/Shareholder
Feijoa Kiwi Limited*Director/Shareholder
Pramod Khatri
PSW Nominees LimitedDirector/Trustee
AW Fraser Holdings LimitedDirector/Shareholder
Closeburn Station Management LimitedShareholder
Simon Bennett
Accordant Group LimitedDirector/Shareholder
Peak Partners LimitedDirector/Shareholder
The Icehouse LimitedDirector
The International Centre for Entrepreneurship FoundationTrustee
Lisa Julia Mayne
5R Solutions Pty LimitedDirector
Stephen Robertson
Whiting Holdings New Zealand LimitedDirector
Wakefield Metals LimitedDirector
New Zealand Tube Mills LimitedDirector
McKechnie Aluminium Solutions LtdDirector
Omega Window Systems Limited Director
Whiting Holdings Australia Pty LimitedDirector
Australian Stainless Distributors Pty LimitedDirector
AW Distribution Pty LimitedDirector
Dalsteel Metals Pty LimitedDirector
Amari Metals Australia Pty LimitedDirector
Metal Centre Australia Pty LimitedDirector
Atlas Steels Pty LimitedDirector
NZ Tube Mills Pty LimitedDirector
Fagersta Steels Pty LimitedDirector
E-Steel (Aust) Pty LimitedDirector
Specialty Metals Australia Pty LimitedDirector
Handy Steel Stocks Pty LimitedDirector
The directors also disclosed an interest in the company’s Directors’ and Officers’ Insurance Policy and such interest was entered in
the company’s interests register.
57
Statutory Information
Subsidiaries and subsidiary directors
Section 211(2) of the Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration
and value of other benefits received by the directors and former directors, together with particulars of entries in the interests
register made, during the year ended 31 March 2026.
Other than Simon Bennett, no group employee appointed as a director of Metro Performance Glass Limited or its subsidiaries
receives or retains any remuneration or other benefits in their capacity as a director, and each is a full-time Group employee. The
remuneration and other benefits of such employees and former employees (received as employees) totalling NZD 100,000 or more
during the year ended 31 March 2026 is included in the remuneration bandings disclosed on page 51 of this Annual Report. Page 51
of this Annual Report sets out the basis on which Simon Bennett is remunerated for his role as Managing Director. As at 31 March
2026, Metroglass’ subsidiary companies and subsidiary company directors were:
CompanyDirectors
Australian Glass Group (Holdings) Pty LimitedJason McGrath, Simon Bennett
Australian Glass Group Finance Company Pty LimitedJason McGrath, Simon Bennett
Australian Glass Group Investment Company Pty LimitedJason McGrath, Simon Bennett
Canterbury Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss
Christchurch Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss
Hawkes Bay Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss
I G M Software LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss
Metroglass Finance LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss
Metroglass Holdings LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss
Metropolitan Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones, Sarah Hipkiss
Taranaki Glass & Glazing LimitedSimon Bennett, Nicholas Hardy-Jones Sarah Hipkiss
Directors’ shareholding in Metroglass
As at 31 March 2026 the directors of the company had the following relevant interests in the company’s shares:
Number of shares in which a
relevant interest is held*Acquisition dateDisposal date
Julia Mayne62523/02/22n /a
Simon Bennett375,00023/09/25n /a
Pramod Khatri49,75019 & 20/09/25n /a
*In March 2026 the company undertook a 40 for 1 share consolidation and the balances above reflect the share balance after the consolidation.
Directors’ and Senior Manager’s Share Dealings
In accordance with the Companies Act 1993, between 1 April 2025 and 31 March 2026 the board received the following disclosures
from directors and senior managers of acquisitions and dispositions of relevant interests in shares issued by the Company and
details of such dealings were entered in the company’s interests register.
DirectorTransactionNumber of Securities PriceDate
Simon BennettPurchase of shares15,000,000$450,00023 September 2025
Pramod KhatriPurchase of shares1,990,000$95,52019 and 22 September 2025
Sarah HipkissPurchase of shares166,667$5,00019 September 2025
Donations
For the year ended 31 March 2026, Metroglass, including its subsidiaries, made donations of $nil 2025: $52.
Net tangible assets per security
Net tangible assets per security at 31 March 2026: 137.77 cents 31 March 2025: 6.29 cents. Note that the company undertook a
40 for 1 share consolidation in March 2026.
Currency
Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.
Credit rating
Metroglass has not requested a credit rating.
58
2026 Annual Report
59
Company Directory
insight
creative.co.nz
MPG040
Registered Office
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Phone: +64 927 3000
Board of Directors*
Shawn Beck – Chair and Independent Non-Executive Director,
Member of the Audit and Risk Committee and People and
Culture Committee
Pramod Khatri – Independent Non-Executive Director, Chair
of the People and Culture Committee and Member of the
Audit and Risk Committee
Simon Bennett – Managing Director (Non-Independent)
Julia Mayne – Independent Non-Executive Director and Chair
of the Audit and Risk Committee
Stephen Robertson – Non-Independent Non-Executive
Director
*as at 31 March 2026
Executive Leadership Team
Simon Bennett – Managing Director
Sarah Hipkiss – Chief Financial Officer
Nick Hardy-Jones – Country Manager – NZ
Jason McGrath – Country Manager – AU
Dayna Roberts –GM People – NZ and AU
Angus Wilson – GM Strategic Operations
Auditor
PricewaterhouseCoopers
15 Customs Street West
Auckland 1010
New Zealand
Lawyers
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
New Zealand
Bankers
Westpac New Zealand Limited
Westpac Banking Corporation
Share registrar
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Further information online
This Annual Report, all our core governance documents
(our constitution, some of our key policies and charters),
our Investor relations policies and all our announcements
can be viewed on our website:
www.metroglass.co.nz/investor-centre/
Investor calendar
2026 Annual Shareholders’ MeetingSeptember 2026
2027 Half Year balance date30 September 2026
2027 Half Year results announcementNovember 2026
2027 Full Year balance date31 March 2027
2027 Full Year results announcementMay 2027
COMPANY
DIRECTORY
0800 545 800
www.metroglass.co.nz
---
1
METRO PERFORMANCE GLASS LIMITED: FY26 CORPORATE GOVERNANCE STATEMENT
Metro Performance Glass’ (Metroglass, the company) Board and Executive Leadership Team (ELT) recognise
the importance of sound corporate governance and consider it core to ensuring the creation, protection and
enhancement of shareholder value. Together, the Board and SLT are committed to making sure that the
company applies and adheres to practices and principles that ensure good governance and maintain the
highest ethical standards to protect the interests of all stakeholders.
This corporate governance statement reflects a summary of the company’s corporate governance framework, policies and
procedures and how they comply with the NZX Corporate Governance Code (the Code). The full corporate governance
framework has been approved by the Board and key policies and charters are available in the Investor Centre section of the
company’s website at http://www.metroglass.co.nz/investorcentre/governance/.
The information in this section is current as at 27 May 2026 and has been approved by the Board. Metroglass considers that,
during the year to 31 March 2026 (reporting period), the company materially complied with the Code other than to the
extent set out in the Annual Report for the financial year ended 31 March 2026.
Metroglass’ shares are also listed on the Australian Securities Exchange (ASX) with ASX Foreign Exempt Listing status. Given
this status, the ASX requires the company to comply with the NZX Main Board Listing Rules and confirm its adherence to
these rules annually, and to comply with a specific subset of the ASX Listing Rules.
PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour, and hold management accountable for these
standards being followed throughout the organisation.“
CODE OF ETHICS
Metroglass has a Code of Ethics that establishes a framework of standards by which the Directors, employees, contractors
and advisors of Metroglass are expected to carry out their responsibilities. It is not an exhaustive list of acceptable behaviour;
rather it facilitates decision-making that is consistent with Metroglass’ values, business goals and legal and policy
obligations.
The Code of Ethics also imposes a number of obligations on Directors, including requirements that they give proper attention
to the matters before them; be up to date on their regulatory, legal, fiduciary and ethical obligations; undertake training;
manage breaches of the Code of Ethics; and act honestly and in the best interests of the issuer, shareholders and
stakeholders and as required by law.
Metroglass monitors compliance with the Code of Ethics through its management processes as well as through the
whistleblowing procedures set out in the Code of Ethics and separate Whistleblower Protection Policy. The Code of Ethics
and Whistleblower Protection Policy were both reviewed and updated in March 2026.
SECURITIES TRADING POLICY
The Company’s Securities Trading Policy governs trading in the company’s shares and any associated financial products.
The policy applies to all Directors, employees and contractors of Metroglass and its subsidiaries (“Metroglass Personnel”).
The policy is a critical part of ensuring all Metroglass Personnel are aware of their obligations and legal requirements and
takes into account the insider trading prohibitions in the Financial Markets Conduct Act 2013 (NZ) and the Corporations Act
2001 (Australia), and the Company’s obligations under the NZX Code.
The policy also sets out a set of more stringent rules which apply to Directors and certain employees of Metroglass when
dealing in Metroglass Securities (“Restricted Persons”). These additional rules include trading being prohibited during the
“blackout” periods set out in the policy and consent being obtained prior to trading with the Restricted Person required to
confirm they hold no material information.
The policy is reviewed at least every two years and was last reviewed in March 2026.
2
PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
The Board has ultimate responsibility for the strategic direction of Metroglass and for overseeing Metroglass’ management
for the benefit of its shareholders.
Metroglass’ Constitution provides for a minimum of four Directors and, subject to this limitation, the number of Directors
to hold office shall be fixed from time to time by the Board. At least two Directors must be ordinarily residents of New
Zealand and at least two must be independent directors. The Chair of the Board cannot be the CEO or the Chair of the Audit
and Risk Committee.
The Directors bring a wide range of skills to the Board. As at 27 May 2026, the Board comprised three Independent Directors
– Shawn Beck, Julia Mayne and Pramod Khatri, and two non-independent Directors; Managing Director, Simon Bennett and
non-independent Director, Stephen Robertson. Director profiles are included in the Company’s Annual Report.
BOARD CHARTER
The Board operates under a written Charter, which describes the Board’s authority, duties, responsibilities, composition and
framework for operation. This Charter also affirms that the Board, in performing its responsibilities, should act at all times
in a manner designed to create and build sustainable value for shareholders and in accordance with the duties and
obligations imposed on the Board by Metroglass’ Constitution and by law.
Management of Metroglass on a day-to-day basis is undertaken by the CEO and senior managers through a set of delegated
authorities that clearly define the CEO and senior managers’ responsibilities and those retained by the Board.
Metroglass’ board and CEO delegated authority policies are reviewed at least annually. The board meets its responsibilities
by receiving reports and plans from management and through its annual work programme. The Board uses committees to
address issues that require detailed consideration. Committee work is undertaken by Directors; however, the Board retains
ultimate responsibility for the functions of its committees and determines their responsibilities.
NOMINATION AND APPOINTMENT OF DIRECTORS
The provisions regarding the election and retirement of Directors are contained in the Metroglass Constitution.
Metroglass strives to ensure that the Company has the right mix of skills and experience it requires to enable it to achieve
its strategic aims in a prudent and responsible manner. The Board Charter states that the Board will review its composition
from time to time and will identify and evaluate suitable individuals for appointment as a director as and when an
appointment is to be made. The Board does not have a separate nominations committee. In evaluating a candidate for
appointment as a director, the Board will consider criteria including the skill sets required at the time as well as the
individual’s experience and professional qualifications. To support the board in its deliberations, the Directors consider a
skills matrix that sets out the mix of skills and diversity of the Directors and evaluates whether the collective skills and
experience of the directors meet Metroglass’ requirements both now and into the future.
New directors provide the company with a written consent to act as a director and receive a formal Letter of Appointment
that sets out the Terms and Conditions of Appointment and Remuneration Schedule. It also sets out the expectations of the
company, the director’s duties, responsibilities and powers, insurance and indemnity arrangements, and rights of access to
information. All new board members are also provided with an extensive briefing on the company and industry-related
matters within a thorough induction process.
SELECTION OF CHAIR
The Metroglass Constitution provides that the Directors may elect a chairperson of the company and also determine the
period for which the chairperson is to hold office. Shawn Beck is an independent non-executive director and is currently the
appointed chairperson.
RETIREMENT AND RE-ELECTION
The company’s Constitution and NZX Main Board Listing Rules require a newly appointed director to stand for election at
the next Annual Shareholders’ Meeting (ASM). No directors retire by rotation or are due to stand for re-election at the 2026
AGM.
3
DIRECTOR INDEPENDENCE
Directors are considered to be independent if they are non-executive and do not have an interest or relationship that could
be perceived to unreasonably influence their decisions relating to the company or interfere with their ability to act in the
company’s best interests. An individual being appointed as an independent director must be independent according to NZX
definitions and not have any disqualifying relationships as set out in the NZX Corporate Governance Code.
Directors are required to ensure that they immediately advise the Board of any relevant new or changed relationships to
enable the Board to consider and determine any impact on the director’s independence.
As at 27 May 2026, Shawn Beck, Julia Mayne and Pramod Khatri are considered by the Board to be independent directors,
and Simon Bennett and Stephen Robertson are considered by the Board to be non-independent directors. Information in
respect of each director’s ownership interests are detailed in the Company’s Annual Report. Metroglass’ directors are not
formally required to own Metroglass shares but are encouraged to do so.
DIRECTOR TRAINING
The company encourages Directors to continue to develop their knowledge and skills as a director. With the prior approval
from the Chair, Directors may attend appropriate courses or seminars for continuing education at the company’s cost.
BOARD, DIRECTOR AND COMMITTEE EVALUATION:
In accordance with the Board and Committee Charters, the Board annually reviews its performance, policies and practices.
It also reviews annually the performance of each director and board committee. These reviews are carried out both formally
and informally.
The last full board performance review was completed in May 2021 with the assistance of governance services firm Propero
Consulting. The Audit and Risk Committee was last reviewed in March 2023 and the People and Culture Committee was
last reviewed in May 2022.
The makeup of the Board has changed substantially in the last three years. In addition, the Board has been heavily focused
on debt reduction and business stabilisation initiatives during that period. Accordingly, the Board has not yet undertaken
any formal review of its operations as it considers it is too early to do so, and that its continuing focus needs to be on the
immediate improvement in financial performance. It is for this reason that the Board has not yet undertaken a formal skills
matrix analysis and review.
DIVERSITY AND INCLUSION
Metroglass and its board believe that an equal opportunity workplace in which differences in gender, age, ethnicity,
nationality, religion, sexual orientation, physical ability, marital status, experience and perspective are well represented,
results in a competitive advantage and helps the Company to better connect with its diverse set of customers and other
stakeholders.
The company believes that an ability to attract and retain a diverse and inclusive workforce broadens the recruitment pool
of high-calibre candidates, enhances innovation and improves business performance. A copy of the company’s Diversity and
Inclusion Policy is available in on the Company’s website.
Metroglass is committed to providing an inclusive and diverse environment throughout the company. The company’s
focus has continued to be on making deliberate and conscious steps towards building a greater awareness of the
importance of diversity and inclusion in the workplace. Specific objectives include
- Reviewing recruitment practices, removing any bias in vacancy wording or imagery and telling the Metroglass
story by developing videos showcasing employee diversity.
- Applying gender neutrality to recruiting materials and consistently promoting the diversity of the Metroglass
employee group.
- Continuing to build on the progress made to date with each hiring manager receiving unconscious bias training.
- The coaching and development of hiring managers.
4
PRINCIPLE 3: BOARD COMMITTEES
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.”
AUDIT AND RISK COMMITTEE:
The Audit and Risk Committee is responsible for overseeing the risk management framework, treasury, insurance,
accounting, and audit activities of Metroglass. It reviews the adequacy and effectiveness of internal controls, reviews the
performance of external auditors, oversees internal audit matters, and makes recommendations on financial and accounting
policies. The Audit and Risk Committee Charter is intended to be reviewed at least every two years, and was last reviewed
in May 2026.
Members of the Audit and Risk Committee are appointed by the board and comprise a minimum of three members who are
each non-executive directors of Metroglass. A majority of members must be independent directors and at least one director
must have an accounting or financial background. Employees attend meetings of the Audit and Risk Committee at the
invitation of the Committee.
PEOPLE AND CULTURE COMMITTEE:
The People and Culture Committee’s mandate is to assist the board in ensuring the elements of people, organisation and
culture support the company’s strategy and business plan. The committee achieves its goals by considering the capability of
the organisation at the senior levels, the remuneration strategy required to secure the desired level of organisational
capability, company values and policies related to people and the nominations process for the appointment and succession
planning of the CEO. The People and Culture Committee Charter is intended to be reviewed at least every two years although
it was last reviewed in May 2023.
The People and Culture Committee is comprised of at least two, and not more than four, independent directors. Employees
attend Committee meetings only at the invitation of the Committee. Given the small size of the Board and the issues being
dealt with, over the last year the work of the People and Culture Committee has been undertaken by the Board, acting as a
whole, with appropriate conflict management arrangements in place to ensure the integrity of any decisions relating to the
remuneration of the Managing Director.
TAKEOVER PROTOCOLS
Metroglass has adopted a Takeover Response Policy to assist in guiding the board and management in the event that the
company receives an offer or an approach by a potential acquirer for a controlling stake in Metroglass. This policy is reviewed
at least every three years and was last approved by the Board in April 2026.
PRINCIPLE 4: REPORTING AND DISCLOSURE
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate
disclosures.”
Metroglass is committed to providing financial reporting that is balanced, clear and objective and informs shareholders
(both current and prospective) and market participants of all information that might have a material effect on the price of
its traded financial products.
The quality, integrity and timeliness of external reporting and the Company’s compliance with the disclosure and reporting
obligations imposed under the Listing Rules of NZX, ASX, the Companies Act and other relevant legislation are overseen by
the Audit and Risk Committee.
MARKET DISCLOSURE POLICY
The Board has adopted a Market Disclosure Policy, available on the company’s website, which sets out how the company
will comply with its disclosure and reporting obligations.
Metroglass is committed to ensuring the timely disclosure of material information and to making sure that the company
complies with NZX Main Board Listing Rules. The Board of Directors is ultimately responsible for ensuring Metroglass
complies with the Market Disclosure Policy and continuous disclosure obligations. The Board has established a Disclosure
Committee to achieve this. The board also considers at each board meeting whether any information discussed at the
meeting requires disclosure.
5
The policy is reviewed at least every two years and was last reviewed in March 2026.
NON-FINANCIAL REPORTING
Metroglass is committed to improving its non-financial disclosures on matters including strategic and operational priorities
for the year, risk management, safety and wellbeing, and diversity and inclusion. In the last year the company has
undertaken work to understand its carbon emissions profile and begun to develop an understanding of climate risk. The
Environmental Sustainability Policy can be found on the company’s website.
The group continues integrate ESG principles into business operations and will continue to develop these in future reporting.
PRINCIPLE 5: REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
The Metroglass board believes its practices ensure fair and reasonable remuneration. The company aims to ensure that: (a)
the remuneration of Directors and all staff properly reflects each person’s accountabilities, duties, responsibilities and their
level of performance and (b) remuneration is competitive in attracting, motivating and retaining staff of the highest calibre.
PRINCIPLE 6: RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board
should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
The identification and effective management of the Company’s risks is a priority of the Board. It is responsible for identifying
the principal risks of Metroglass’ business, ensuring an appropriate system of internal compliance and control in managing
and mitigating risks is in place and monitoring internal and external reporting, including reporting to stakeholders.
The board has made the Managing Director accountable for all operational and compliance risks across the Group including
safety and wellbeing (see below). The Chief Financial Officer (CFO) has management accountability for the implementation
of the risk framework across all the Company’s businesses.
As part of its risk management framework Metroglass continually assesses risks against all relevant areas of material
business risk. Metroglass’ main risks and mitigation plans are reviewed every six months. Metroglass holds insurance policies
to meet its insurable risks.
The company engages external expertise where relevant to ensure risks are adequately understood and managed.
SAFETY AND WELLBEING
The safety and wellbeing of the company’s people is fundamental to the business. Accordingly, all regular board meetings
and risk reviews specifically look at safety and wellbeing matters. Metroglass has a clearly articulated safety and wellbeing
vision and strategy which is understood and recognised throughout the business. This vision is underpinned by a clear set
of principles and a workplan to embed a strong safety and wellbeing management system.
The company maintains a safety and wellbeing risk register for both New Zealand and Australia, which is reviewed at least
annually. Each year a comprehensive and systematic risk assessment of all operations across the business is completed
providing a considered view of the most critical safety risks to the business. We have also introduced a comprehensive and
structured internal assessment of all processes and practices that are important to delivery of safe outcomes. This ensures
focus in the right areas.
Metroglass believes that all injuries are preventable and that its people should get home safe every day. The company
focuses on mitigating risks by automating activities and providing mechanical assistance where possible to reduce the
manual handling required across the business. The use of appropriate personal protective equipment and training in correct
manual handling practices also contributes to reducing injuries.
Metroglass continues to focus on other factors affecting the safety and wellbeing of staff in their working environment, such
as noise and air quality. A series of environmental monitoring exercises takes place to ensure staff are working in safe
environments. The company also offers staff health and wellbeing checks with occupational health experts.
6
CLIMATE-RELATED FINANCIAL RISK
Metro Performance Glass recognises the importance of building resilience in its business strategy and operations, while
overlaying the potential long-term implications of climate change and the important role its products play reducing the
operating carbon within New Zealand's buildings.
The group has continued a programme of work to establish processes and systems to incorporate climate change are
appropriate for the business and align to the External Reporting Board standards. Metroglass continues to focus on
developing an understanding of the potential risks and opportunities of climate change and reporting thereof.
The key focus areas in the next year are to continue:
• Incorporating climate-related risks into Metroglass’ Enterprise Risk Management framework.
• Collecting the company’s Greenhouse gas emissions profile.
• Developing Metroglass’ Climate-related risks and opportunities that can impact business operations and strategy.
• Establishing, if appropriate, any relevant metrics and targets.
PRINCIPLE 7: AUDITORS
“The board should ensure the quality and independence of the external audit process.”
The Metroglass Audit and Risk Committee is charged with overseeing all aspects of the external and internal audit of the
Company. The Audit and Risk Committee monitors the independence, quality and performance of the external auditors and
recommends any change in auditor appointment or audit fees.
The Company does not have a standalone internal audit function. External advisors are employed to evaluate and improve
the effectiveness of the company’s risk management and internal processes. Progress and results on these projects are
reported regularly to the Audit and Risk Committee or the Board.
The Audit and Risk Committee is authorised by the board, at Metroglass’ expense, to obtain such outside legal or other
independent information and advice including market surveys and reports, and to consult with such management
consultants and other outside advisors as it views necessary to carry out its responsibilities.
On at least one occasion each year, the Audit and Risk Committee meets with the external auditors without management
present.
ANNUAL SHAREHOLDERS’ MEETING
Shareholders have the opportunity to ask questions of the Board and of the external auditors, who attend the Annual
Shareholders’ Meeting. The external auditors are available to answer questions from shareholders in relation to the conduct
of the audit, the independent audit report and the accounting policies adopted by Metroglass.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage
them to engage with the issuer.”
Metroglass endeavours to keep its shareholders informed of important developments concerning the Company and
encourages them to follow its announcements. Metroglass believes that effective engagement with investors will benefit
both the Company and investors. The Investor Centre section of the company website provides easy access to information.
Metroglass also communicates with its shareholders through periodic market announcements, periodic investor briefings
or site tours and annual and interim reports. These are released in accordance with NZX and ASX disclosure requirements.
The Board welcomes questions at the Annual Shareholders’ Meeting.
ELECTRONIC COMMUNICATIONS:
Shareholders are encouraged to receive communications from, and send communications to, the Company and its security
registry electronically. The shareholder contact point at the Company is: akl@metroglass.co.nz.
ANNUAL REPORT
Metroglass’ Annual Report and Interim Reports are all available on the company’s website at:
7
http://www.metroglass.co.nz/investor-centre/annual-interim-reports. Shareholders can elect to receive a printed copy of
these reports by contacting the company’s share registrar, MUFG Pension & Market Services. Any shareholder who does
request a hard copy of the Metroglass Annual Report will be sent one in the regular post.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Metroglass’ Constitution and the NZX Main Board Listing Rules, the company
refers major decisions which may change the nature of the Company to shareholders for approval.
Metroglass conducts voting at its shareholder meetings by way of a poll and on the basis of one share, one vote. Further
information on shareholder voting rights is set out in Metroglass’ Constitution.
NOTICE OF ANNUAL MEETING
Metroglass’ previous annual meeting was held on 29 September 2025. The notice of the meeting was released to the market
on 12 September 2025. Minutes of the meeting are available on the Company’s website at:
https://www.metroglass.co.nz/investor-centre/annual-shareholders-meeting/. The 2026 Annual Shareholders’ Meeting is
expected to be held in September 2026 in Auckland. The time and place will be provided by notice to all shareholders nearer
to that date.
8
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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