MTA 2024 Annual Report

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MEMBERS

They’re at the heart of who we are. They’re at the heart of what we do.

The Motor Trade Association has 4250 members from across the automotive industry, and across the country.

Our mission is to support success for every single one of them. We advocate and work with Government for policies and action, and highlight our work in media. We encourage the public to trust MTA members with their vehicle. We offer a range of benefits for the member and their staff that supports them as workers and as people.

Of course, MTA is much more. We are the voice for industry, the peak group for automotive, and the trusted experts in our sector. Our goal is a better automotive industry for all New Zealanders.

On these pages you’ll see a number of people who are testament to our success. Members who wear the Bright Blue MTA Badge with pride. Young people making their way in our industry. Members who are embracing new technology.

Whatever journey members are on, we’re there to support them in their quest for success.

470 new members

1556 cases supported by Mediation Team

1200 member cases assisted by HR

573,783 website page views

$16.9m

$18.5m gift card and voucher sales

$1.8m video views on TikTok

180 appearances in media

0 negative media appearances

117,000 ‘Find A Member’ searches

600 collision repairers now carry MTA badge

78% of members rated Radiator ‘Excellent’ or ‘Good’

585 events delivered to members

Progressing to ‘Peak Body’ Status

PRESIDENT’S REPORT

It has been a fantastic privilege to serve on MTA’s Board for the past 11 years, and sobering to think this is 10% of the organisation’s time in existence. More so, it has been an honour to serve as President for the past three years.

I am proud to have continued the thrust followed by my two predecessors in the role, to absolutely ensure members, member benefits and member success is front and centre for MTA – it is what we are here for.

When I decided to go for the President’s role three years ago, I was pretty distraught about the Wellington situation, and our inability to get stuff done at MTA. Our staff were being poached by government departments, and we just couldn’t find great people. Very frustrating.

I put myself forward on a personal commitment to use my corporate experience to set up MTA with some structure, attitude, resources and tools to enable success for the foreseeable future, regardless of what the operating environment delivers.

The measure of MTA’s success must be its ability to remain relevant to members over time – and I think the fact that it has achieved this for 107 years is fantastic. The membership is currently over 4200, a peak for MTA’s history I believe.

We are now firmly a dual location entity, with the successful establishment of the Auckland campus and we are in a far more flexible position to attract great talent, which in turn enables us to more assertively progress our agenda.

Providing four fundamental benefits to members is MTA’s reason for being. They are:

• Support ideas and tools to operate for less cost

• Support ideas and tools to grow member revenues and customer base

• Support ideas and tools to remain compliant, operate efficiently and legally

• To influence economic/Government policy to provide an environment for members’ business to thrive.

Many of the first three we have traditionally been good at, and in recent times more so with record levels of training, HR support, welfare support and brand recognition.

However, a big hole in our effectiveness during the Jacinda Ardern era was advocacy.

We started to change the game when we launched our Policy Manifesto in Parliament in May 2023. Our suggested policies were largely adopted by the incoming government, and continuing to gain momentum, we have progressed to really being the ‘Peak Body’ in automotive.

Examples include Chief Executive Lee Marshall chairing the Transport Minister’s routine sector meeting, Lee being the go-to person in the industry for commentary on issues automotive, right through to bringing together some 20 groups under our wing to lobby for a correction to the vocational education settings for automotive as we speak.

MTA President Bob Boniface shows National’s Simeon Brown around his Auckland business.

These are not just single-focused tactics, but the coming together of various threads of influence. In this case the foundation model is one, under which we have incorporated the Collision Repair Association as a chapter of MTA. Also key to our influence has been our involvement in MITO, then Inspiring Futures Foundation.

One of our current main focuses is to resolve favourably the current review of trade training – we are aiming for ‘training by industry, for industry’ in our current advocacy – which could be a significant game changer for the future, as the skills shortage has been the most common limiter for individual business for many years.

We are also now in the conversation on retail crime, particularly around fuel stations, and many other topical issues as they come up: we are now commonly beating AA for total press coverage, something not even contemplated four years ago.

Many other cogs are in train such as working through the digitisation of MTA, and the potential to own the peak database for automotive, building our subsidiary Auxo into potentially a global software provider for our industry, continually evolving the MTA regional and member participation model to try and improve the ancient issue of member participation.

We have also increased our risk appetite by getting involved in some of the thorny global issues which affect members differentially and create some tensions, such as the ‘Choice of Repairer’ debate and the pace of electrification. Our stance on these sorts of issues will necessarily not please all members, but at Board level our commitment is to be fact-based, understand global trends and to try and bring parties to understand the likely inevitable positions and how each can best adapt.

In the meantime, all the functions that MTA is valued for daily continue with competence: training delivery throughout the regions, HR advice, advocacy, EAP free services, call centre activity etc. Our weekly Friday bulletins are now part of members lives (40% open rate) and Radiator magazine keeps us all informed in grand style.

A vital Governance tool to enable MTA to maintain momentum is the new constitution which came into effect from 1 July 2024. In combination with the recently refined pillars of focus for MTA, this should give future Boards every chance to resource successful, competent Governance.

MTA’s finances and underlying structure and controls are fine. The net cost of running

MTA has reduced by $5M in 2024, versus 2023 which was an expensive year with considerable restructuring and upheaval.

A project set for the CEO and Executive team during this current year is to refine a long-term financial sustainability strategy, aimed at underpinning MTA’s ability to deliver long term by increasing its asset base and cost efficiencies.

Thanks to the whole Board for all the hard work over the past year, and indeed supporting the agenda over the past three years. The Board has remained united and supportive producing very significant movement towards a strong, ambitious MTA for the future.

Of course, thanks also to the executive and staff of MTA who have made this possible,

And thank you members, for your continued support with growth in membership of around 10% over this period.

MTA supports 4250 members the length and breadth of New Zealand, even one in Rarotonga –

Cook Islands Motor Centre.

A More Commercial Approach

CHIEF EXECUTIVE’S REPORT

To our members, stakeholders, and the wider MTA community.

I suspect many will reflect on the past year as one marked with ongoing difficulties. Rampant inflation, rising costs of living, and increased borrowing costs have hit Kiwi businesses and households hard. Yet our industry has shown remarkable resilience.

As a result of the post-pandemic flood of cheap money, we’ve all been forced to tighten our belts as consumer spending inevitably slowed, then corrected. While expenditure slowed across all sectors, including repair, maintenance, and fuel, each proved somewhat inelastic. On the other hand, many vehicle dealerships and distributors have seen declines not experienced since the 1990s, requiring their best efforts just to keep the door open.

But testament to the spirit of MTA members, I’m pleased to say the overwhelming majority proved up to the task. Membership numbers have remained robust and at 4250, is the largest in our history.

During this time MTA has been busy with organisational reset. Following the internal shake-ups of the year prior, it was crucial that we establish a new tone and direction of the organisation. Many of our focuses have been necessarily internal – ensuring we have a clear strategy and workstreams prioritised according to their ability to drive performance, improve financial sustainability, or diminish risk.

Long-term views have been taken when prioritising projects such as a review of our strategic direction, the overhaul of dated gift voucher technology, the re-writing of the constitution, digitisation of our survey platforms, or changes to our staffing structure. While unmarketable, these foundational necessities are vital to ensuring our continued capacity and capability in the years to come.

Externally, we have been visible and prominent, and the effort we have invested to position ourselves as the voice of the automotive industry should be noticeable. With over 180 appearances in the media in print, on radio, and on TV, in subjects from vocational education to fuel prices, clean car incentives, retail crime, immigration and others, we have fought to ensure our industry’s needs are known by the right people –from Government, to businesses, to motorists.

Part of that process has been a concerted effort to consolidate historically fractured voices across the different automotive subsectors. Not only were we able to lead an all-of-industry proposal to Government on the future of vocational education for our sector, signed by all the major peak-bodies of our industry, but after two decades of discussion, we were also able to welcome the Collision Repair Association (CRA) chapter to the MTA family.

Lee Marshall opens the MTA Election Debate, with representatives of the four major political parties in August 2023.

Collision repair is a core industry sector, and one where our shared members now receive our collective benefits – and we can now present a united front. Importantly, the chapter model will now serve as a template to pursue other mutually beneficial partnerships within the automotive industry.

Members tell us that advocacy is the most important thing we do, and in support of that key strategic pillar our actions have been many. From hosting a pre-election transport debate, to seeing legislated market distortions removed, Apprenticeship Boost extended for our sector, sector roles added to the Immigration Green List, or seeing more police on the beat as a consequence of our tireless drive to see retail crime against service stations recognised – it’s been a successful year. While there is much more to do, importantly, the quality of our relationships with Government and the effectiveness of our advocacy efforts has switched gears.

But we are aware that our advocacy efforts won’t pay our bills, or yours. That’s why we’ve been working hard to ensure the benefits we provide continue to grow and improve. This year our expert HR, Mediation, and employee assistance (EAP) services were used in over 3500 cases, saving some members more than their membership fee compared to what they might otherwise have paid for external consultancy, legal, or counselling services. All while continuing to display the MTA badge that we continue to market heavily and grow its consumer reputation where possible.

Following the launch of our first ever Learning and Benefits directory, detailing the wide variety of courses MTA members can attend either at reduced or subsidised cost, we were able to host a record 585 events for members this year. Meanwhile, our partnership with DEKRA for member-valued Warrant of Fitness (WoF) inspector training saw first time vehicle inspector (VI) pass rates increase from 50% to 92%. And that is our aim – to do things that matter better, and thereby empower members to achieve industry excellence.

In the coming year we will continue working hard on our three strategic focuses:

• Advocating for a favourable policy environment

• Voicing the needs of our industry

• Providing members with a competitive advantage

We will continue to be out there, fighting the good fight for members and our great industry.

Much also remains to ensure our future sustainability as an organisation. As such, you can expect a far more commercial approach to our activities over the next year: finding ways to do what we do more efficiently, and bring in revenues that represent a fair exchange of the value we provide.

Our balance sheet remains robust and the organisation, with a capable senior management team and strong Board, is in a solid position to weather any potential headwinds.

In what has been a year of change and direction setting, I thank all of our members for your ongoing support and look forward to working with you over the coming year.

MTA partners with Women in Automotive, which encourages and supports women like Tess Allen, who works for MTA member Marty Jarrett, in the motor industry.
MTA member Roger Harvey says MTA’s Human Resources team “gives good advice and saves a lot of stress”.

GROWING THE MTA MEMBERSHIP

More than 470 new members joined MTA during the period, recognising the value of membership and association of the MTA brand with their business.

Collision repairers joining MTA through the partnership with the Collision Repair Association (CRA) contributed the largest increase, followed by new service stations and general repairers.

Ensuring that members meet MTA Standards is an important condition of membership; MTA Standards give consumers confidence and trust when dealing with a member. While MTA supports and assists members to comply, members who fail to meet MTA Standards cannot be part of the association. During the period, MTA cancelled 17 memberships.

To support members maintain standards, MTA Membership Advisors carried out more than 900 member and new member reviews.

Membership Support Officers received more than 5400 incoming calls and completed 6700 outbound member contact calls over the year. The team makes welfare and assistance calls and promotes MTA benefits to members. It is also the initial contact point for weather and crime events and assists with regional events and training opportunities.

The Human Resources (HR) and Mediation teams provided valuable and frequent support to members, particularly affected by the cost-ofliving environment.

MTA HR assisted with just around 1200 member cases with the higher proportion of these being contracts or employment advice and templates, followed by assistance with disciplinary action, leave and terminations.

The Mediation team assisted members with 1556 cases, 1166 initiated by customers and 390 initiated by a member. The most common case reason relates to “Fault after Purchase” followed by “Quality of Repair”, making up 69% of all cases. The team received a further 1043 public requests for assistance on cases not relating to an MTA member.

To future-proof the MTA voucher offering, MTA transitioned to a new voucher design that included additional security of invisible ink and a high-quality hologram watermark. This, along with changes to the website purchasing process has greatly reduced the instances of fraudulent transactions for both voucher and gift card products.

The gift team processed over 18,700 invoices for gift card (6306) and voucher (12,470) totalling $16.9m of sales, which are redeemed at MTA members. The process of opening a gift office in Auckland which will fulfil orders for the greater Auckland area began.

Regional Events Coordinators delivered 585 events during the year, to 3835 attendees from 718 MTA member organisations.

MARKETING FOR MEMBER SUCCESS

Every year MTA spends hundreds of thousands of dollars promoting the MTA brand. Every dollar spent strengthens the brand reputation and drives motorists to members.

Marketing activity in the period included national and regional advertising across print, social media, billboards and signage, buses, online, search, video, radio, email and podcasts to reach mass and diverse audiences.

Our marketing strategy utilises this multichannel approach to boost MTA brand awareness, support our members and promote our gift products.

The strategy promotes qualities associated with MTA and members – superior service, expertise, high standards, assurance, reliability and trust.

Three taglines were utilised – ‘Bright Blue Badge’, ‘For all things Auto’ and ‘The Perfect Gift for Anyone with Wheels’.

Marketing successes in the period include:

• MTA’s advertising ‘jingle’ reached 13m listeners across the Breeze, Mai FM and The Rock

• MTA’s Apprenticeship Campaign targeting youth which drove a considerable rise in website traffic to our Careers section, with one TikTok video alone getting 88,000 views

• The MTA website recorded 198,370 users and 573,783 page views. There was 117,000 searches using the ‘Find a Member’ feature

• The Christmas Gift Campaign had a significant increase in results over the previous year with 3.2m listeners, 700,000 billboard visuals, 4m impressions, 514,000+ video views and over 5000 clicks to the website

• Two unique sponsorship opportunities to increase our audience reach: Engagement with the Duncan Garner ‘Editor in Chief’ Slam Dunc which was the number one news commentary podcast on Apple during this campaign period. MTA CE Lee Marshall was interviewed about the Government’s target of decarbonisation of transport and push for EVs which resulted in 2.8k downloads. MTA sponsored Tamara Silk – New Zealand’s fastest female drag racer as part of support for women in the industry.

This content on TikTok alone gathered over 58,000 views

• Social media is an important channel for MTA. Facebook ‘likes’ passed 17,000. TikTok engagement was outstanding with almost 1.8m video views over the past year

• MTA had a physical presence at major trade events, which spread messaging and brand recognition supported by promotional merchandise, print collateral and posters.

The strategy, initiatives and success of our marketing work contributed to a Net Promoter Score (NPS) of 52* – the highest in three years.

Marketing reinforces the strong recognition, loyalty and respect for the MTA brand amongst the public, who in turn continue to choose MTA members for their motoring needs. Our brand remains the best advertisement for any member business.

* June 2024 Q4, Ignite Research Brand Survey

An electronic billboard promoting MTA members was seen by thousands attending Wellington's annual Cuba Dupa festival.

VOICE OF THE INDUSTRY

Advocating for our members and the wider industry is a key responsibility of MTA, positioning us as the recognised automotive authority.

Before the General Election on 14 October 2023, MTA released its political manifesto, Driving New Zealand Forward, and hosted a debate with representatives from the four main political parties.

In response to MTA’s call to address the labour shortage, the Labour-led Government committed to adding panel beaters and vehicle painters to the Green List within six months.

After the National-led coalition Government formed on 27 November, MTA adapted to the new direction. In January 2024, our new Head of Advocacy joined, leading a team of six.

MTA’s engagement with Ministers, officials, and industry stakeholders has been positive in 2024. While we prefer collaboration, we have criticised policies that don’t serve our industry or consumers well.

This year, MTA has engaged with the Ministry of Transport, NZTA, MBIE, Ministry of Justice, Commerce Commission, Ministry of Education, TEC, Te Pūkenga, FENZ, New Zealand Police, Reserve Bank, ACC, Ministry for the Environment, EPA, and the Climate Change Commission.

In 2024, MTA has produced various submissions and achieved positive policy outcomes.

We now produce a six-monthly Warrant of Fitness style review of the Government’s actions relating to our industry.

A key advocacy area has been the disestablishment of Te Pūkenga and the future of MITO. MTA led a taskforce with 20 other industry bodies and employers, submitting a plan for industry ownership and leadership of MITO and work-based training for automotive.

Earlier this year, the Government ended the Clean Car Discount and involved MTA in reviewing the Clean Car Standard. The exemption for Road User Charges (RUCs) for electric and plug-in hybrid vehicles was also ended, as called for in our election manifesto.

MTA provided a submission on the Government’s Policy Statement (GPS) on land transport, engaging with officials on the 2024-27 National Land Transport Programme (NLTP), the Roads of National Significance, and supporting the repeal of the Auckland Regional Fuel Tax and the Pothole Prevention Fund.

We were given formal representation on the new Revenue Programme Stakeholder Reference Group (SRG), advising on the rollout of universal RUCs, time of use (congestion)

charging, and new road tolling. We are also working with the Government to remove burdensome regulations, such as section 241 of the Land Transport Act 1998.

Crime and justice have become important advocacy points. Following violent robberies at service stations, we developed a Position Statement and Action Plan for Government and Police to tackle retail crime. We have aligned with other retail sector groups and established a good relationship with the Ministerial Advisory Group on Retail Crime and Police Minister.

We look forward to working with the Minister of Immigration and MBIE on reforms to the Accredited Employer Work Visa scheme and the Skilled Migrant Category of residency.

Progress is positive, such as the decision to increase towage fees. Notably we have increased collaboration with VTNZ, providing advocacy and communications assistance.

In future we aim to enhance youth engagement, grow representation in the heavy and agricultural sectors, and launch a new manifesto at the mid-point of this Government.

MTA IN THE MEDIA

MTA works with media to highlight issues that are important to members, and drive change and action. MTA is also committed to be the voice for the automotive industry, and the source of truth for media and agencies.

To meet both ends, MTA works both proactively and responsively with media on a wide range of issues.

During the period under review, independent media monitoring recorded 180 appearances of MTA in media. The same monitoring agency recorded 80 of the media appearances as “positive”, while there were zero “negative” appearances.

MTA appeared on all mainstream news channels during the period:

• TVNZ

• Newshub

• Stuff

• Radio NZ

• NZ Herald

• Newstalk ZB

In addition, MTA regards automotive industry media as an essential channel and appears regularly in trade publications.

MTA’s media appearances included:

• Widespread coverage of MTA’s response to a series of violent service station aggravated robberies, which included calls to Government and NZ Police to take extra steps to protect vulnerable businesses

• Comment on the new Government, reaction to new initiatives and policies, and progress report ‘Warrant of Fitness’ after six months in office

• Supporting motorists affected by a recall of Warrants of Fitness issued by an Auckland business

• Changes to emissions standards, and the incoming Government’s decision to phase out the Clean Car Discount

• The inclusion of electrified vehicles in the Road User charges programme

• The disestablishment of Te Pūkenga, and plans for a replacement training structure

MTA and the Automobile Association secure comparable media coverage, behind NZTA/Waka Kotahi.

Radiator magazine

MTA supports members through distribution of its free magazine, Radiator. Radiator is one of the country’s most established trade publications, with a publishing history of more than 100 years.

During the period members were surveyed for their views on the value of Radiator, and whether it was timely to move to an electronic publication.

The results showed overwhelming appreciation and support for Radiator, while remaining in hard copy format.

Seventy seven percent of respondents rated Radiator an ‘Excellent’ or ‘Good” member benefit, while 78% rated it as an ‘Excellent’ or ‘Good’ means of MTA communicating with members. Sixty nine percent replied that Radiator should stay in hard copy format rather than electronic.

The positive response from members will help MTA develop and progress Radiator as a member benefit.

Jasmine Tane is co-owner of Manawatu Autobodies, specialists in all panel and paint repair, from insurance work to classic cars.

ELECTRONIC SECURITY AND EFFICIENCY

The ICT Team supports members through the application of technology to maximise returns from member benefits, improve and advise on IT security, establish a future-facing member database and collaborate with Auxo and VTNZ.

Goals achieved for the MTA ICT Team in the period include:

• Building a future-protected data warehouse to streamline delivery of Membership Services and support and inform advocacy efforts. ICT seamlessly integrated data from the Collision Repair Association (CRA) into the MTA’s membership and financial systems.

• Negotiating preferred pricing for members to procure hardware, software, security and webpage services.

• Designing, sourcing and implementing modern technology to gift voucher redemption, reducing supply chain risk and costs and offering emergency resilience

• ICT has implemented third party security testing every six months and the results feed into the annual security-hardening plan. Microsoft rate the MTA’s security posture at 80% whilst similar organisations have an average score of 43%.

• Over 500 surveys are conducted by MTA each year. This was historically outsourced to various vendors that did not supply the data in a usable format. Since August 2023, all surveying has been done by the MTA’s ICT Team and results captured and integrated into our new data warehouse.

• Appropriate ICT procedures and protections have been established such as security testing and planning, restore from backup testing, dark web monitoring, enforcing multi-factor authentication and regular meetings with Auxo and VTNZ. MTA offers advice and support to Auxo whilst maintaining a productive relationship with VTNZ.

• The Toolbox intranet platform has been moved from Amazon Web Services to SharePoint resulting in further cost savings and greater security of MTA information assets.

In the period ahead, ICT has identified several additional priorities.

The website platform requires an update, and this is an opportunity to consolidate two disparate eCommerce platforms into a single instance. ICT are working with Marketing, Membership Services and Finance to have a single platform in place by the end of 2024. All MTA services will be cloud-based by the end of 2024.

The MTA’s Business Intelligence capability continues to grow with informative dashboards created for the Board and internal business units. A self-service portal has been built for staff to extract data for recurring activities such as mailing lists, making data and information more readily available.

MTA AND CRA PARTNERSHIP

In March, MTA and the Collision Repair Association (CRA) formally entered a partnership.

The collaboration saw CRA become a chapter of MTA and means around 600 collision repair businesses will now carry the blue MTA badge.

The sharing of resources and co-branding provides members on both sides with enhanced tools and support across quality, technical aspects, industry engagement, and dedicated industry training facilitated by I-CAR.

All members have access to CRA's collision repair industry-specific business information, business networking events, buying privileges and templates.

Additionally, members now have access to MTA’s tools, learning and full members benefits.

The partnership was hailed as a significant step forward for both organisations, which have share a history of advocating for industry for more than 100 years.

MTA's Lee Marshall and CRA Chief Executive Stewart Gibb

Caption:
MTA Board 2024. Left to right: Tony Allen, Grant Woolford, Bob Boniface (President), Sturrock Saunders, Ross Verry, Andrea Andrew, Joris Sanders.

SUMMARY OF RESULTS

Financial Statements

We are pleased to present the financial statements for the year ended 30 June 2024 which continue the trend in recent years of reducing losses. The result for MTA Group was a reduction in the overall loss for the Group from $5.74m in 2023 to a loss of $0.82m in 2024. The reduction of the loss position in 2024 has been due to a variety of factors including increased revenue from higher MTA membership fees and increased software sales from Auxo, a reduction in MTA’s operational costs, continuing improvement in the share of Associate income from DEKRA and the non-recurring write off of goodwill in the 2023 year.

Special Purpose Financial Reporting

MTA Group continues to prepare the financial statements in accordance with the Group’s special purpose financial reporting framework, referred to as special purpose financial reporting. This change which was first adopted in the 2022 year allows us to avoid having to revalue annually the DEKRA Put/Call option, which is an expensive and academic accounting exercise from an MTA point of view.

Revenue

Total Group revenue was $16.09m, which is $1.52m higher than the previous financial year’s revenue of $14.57m. This increase was due primarily to increased software sales from Auxo which improved $1.2m or 12% to $11.2m coming on the back of the previous year’s 13% increase in sales. In 2024 MTA increased its membership subscription fees which led to an increase of $0.35m in membership fee revenue to $2.57m.

Expenses

Total expenses, including direct costs, were $2.75m lower than the prior year at $23.85m, however $2.41m of this was due to the non-recurring write-off in 2023 of all the Australasian Automotive Business Solutions Ltd (AABSL) goodwill on acquisition. The remaining reduction in expenses of $0.34m stemmed from a wide range of reduced expenditure including lower cost of software sales and MTA product costs, lower spending on consultants, reduction in bad debts allowance and travel costs offset by higher directors’ fees and software amortisation expense.

Investment Returns

The investment portfolio generated a gain of $2.91m which was a 7.4% return on the fund’s opening balance of $39.16m. This level of return is pleasing given that it has exceeded the fund’s benchmark return of 5.5% for the second year running.

Our share of DEKRA’S net profit, which is recorded in the special purpose consolidated statement of comprehensive income, increased by $0.5m to $4.04m in 2024. This later amount included $3.72m in cash paid dividends which was an increase on the $3.45m of cash paid dividends received in 2023.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are responsible for the preparation, in accordance with New Zealand law and relevant financial reporting and accounting standards, of the special purpose consolidated financial statements which fairly present the financial position of Motor Trade Association Incorporated (MTA) and its subsidiaries (together the "Group") as at 30 June 2024 and the results of their operations and cash flows for the year ended 30 June 2024.

In the 2022 financial year, the Board had elected to prepare special purpose consolidated financial statements under the Groups special purpose financial reporting framework, referred to as special purpose financial reporting. These financial statements are prepared on the same basis, i.e. prepared under the Group's special purpose financial reporting framework. The special purpose consolidated financial statements presented under special purpose financial reporting comply with NZ IFRS RDR, with the exception of the treatment of the Dekra Put and Call Options (the Options). Under NZ IFRS RDR, the Options are required to be carried at fair value in the special purpose consolidated statement of financial position with any changes in value being recognised in the special purpose consolidated statement of financial performance. Under special purpose financial reporting, the Options have not been fair valued and are not recorded in the special purpose consolidated statement of financial position. The Directors consider that the special purpose consolidated financial statements of the Group have been prepared using accounting policies appropriate to the Group’s circumstances, consistently applied, with the exception of the above, and are supported by reasonable and prudent judgements and estimates.

The Directors have responsibility for the maintenance of a system of internal control designed to provide reasonable assurance as to the integrity and reliability of financial reporting. The Directors consider that adequate steps have been taken to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are pleased to present the special purpose consolidated financial statements of the Group for the year ended 30 June 2024.

The special purpose consolidated financial statements were authorised for issue for and on behalf of the Directors on 1 October 2024.

Motor Trade Association Incorporated Group

Special Purpose Consolidated Statement of Comprehensive Income

For the year ended 30 June 2024

Motor Trade Association Incorporated Group

Purpose Consolidated Statement of Financial Position As at 30 June 2024

INCORPORATED

at 30 June 2024

Motor Trade Association Incorporated Group

Motor Trade Association Incorporated Group

Special Purpose Consolidated Statement of Changes in Members’ Funds

For the year ended 30 June 2024

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

SPECIAL PURPOSE CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' FUNDS

For the year ended 30 June 2024

The Accounting Policies and the Notes to the Special Purpose Consolidated Financial Statements on pages 6 to 19 form an integral part of these Special Purpose Consolidated Financial Statements.

The Accounting Policies and the Notes to the Special Purpose Consolidated Financial Statements on pages 32 to 59 form an integral part of these Special Purpose Consolidated Financial Statements.

Motor Trade Association Incorporated Group

Special Purpose Consolidated Cash Flow Statement

For the year ended 30 June 2024

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

SPECIAL PURPOSE CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2024

Motor Trade Association Incorporated Group

Special Purpose Consolidated Cash Flow Statement - continued

For the year ended 30 June 2024

Motor Trade Association Incorporated Group

Notes to the Special Purpose Consolidated Financial Statements

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

For the year ended 30 June 2024

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

1. Summary of accounting policies

Reporting entity

Motor Trade Association Incorporated ("MTA") is incorporated under the Incorporated Societies Act 1908, and its subsidiaries (together the "Group") under the Companies Act 1993. Its principal products and services relate to providing support and benefits to its members who operate in the motor industry within New Zealand.

In addition to AABSL Limited, the AABSL group also includes SAM Computer Systems Limited (SAM), Systime Automotive Solutions (SAS), TSI SAM PTY Ltd and TSI Systime PTY Ltd. These companies provide software and software related services including licensing, support, maintenance, implementation, customisations and training.

Statement of compliance

The financial statements for the year ended 30 June 2024 and prior year comparatives have been prepared in accordance with the Group's special purpose financial reporting framework, referred to as special purpose financial reporting. These special purpose consolidated financial statements have been prepared in accordance with the requirements of NZ IFRS RDR and Generally Accepted Accounting Practice in New Zealand ("NZ GAAP") as appropriate for profit oriented entities, with the exception of:

(i) NZ IFRS 9: Financial Instruments

The Group has elected not to fair value the Dekra Put and Call Options (the Options) commencing as at 30 June 2022 year as is required under NZ IFRS RDR. The impact of adopting special purpose financial reporting was that the carrying value of the Options as at 30 June 2021 (net liability of $3.421m) has been transferred directly to retained earnings in the 2022 financial year and the Options have not been recognised as a financial instrument in accordance with NZ IFRS 9.

The special purpose consolidated financial statements were authorised for issue by the Directors on 1 October 2024.

Basis of preparation

The special purpose consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments outlined below.

Cost is based on the fair value of the consideration given in exchange for assets.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

The accounting policies set out below have been applied in preparing the special purpose consolidated financial statements for the year ended 30 June 2024.

The presentational and functional currency is New Zealand Dollar (NZ$). The amounts in the special purpose consolidated financial statements are rounded to the nearest thousand dollar ($'000).

Critical judgments in applying the entity’s accounting policies

In the application of the group accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.

1. Summary of accounting policies continued

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

The following judgements have been made in preparation of the special purpose consolidated financial statements for the year ended 30 June 2024 which have the most significant effect on the special purpose consolidated financial statements (except for those involving estimations which are dealt with below):

- Useful lives of tangible and intangible assets.

- Recoverability of debtors / doubtful debts provision, considered using historical delinquency rate and expected credit losses overlay as required by IFRS 9. Refer to note 5.

- Classification of investment in Dekra New Zealand Limited. Refer to Note 9.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Gift vouchers : per Note 1(g), the gift vouchers in circulation are recognised as a liability. Annually, the Board approves a write back to profit a portion of unredeemed gift vouchers based on an estimate of those that are unlikely to be redeemed. The value of the liability and estimated write back may differ to actual redemptions.

Going concern Significant accounting policies

The directors have, at the time of approving the special purpose consolidated financial statements, a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the special purpose consolidated financial statements.

The following significant accounting policies have been adopted in the preparation and presentation of the special purpose consolidated financial statements.

(a) Principles of consolidation

The Group special purpose consolidated financial statements are prepared by combining the special purpose consolidated financial statements of all the entities that comprise MTA Group, being MTA (the parent entity) and its subsidiaries. A list of subsidiaries appears in Note 22 to the special purpose consolidated financial statements. Consistent accounting policies are employed in the preparation and presentation of the special purpose consolidated financial statements. Control is achieved when MTA:

- has power over the investee;

- is exposed, or has rights, to variable returns from its involvement with the investee; and

- has the ability to use its power to affect its returns.

MTA reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

1

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of accounting policies continued

For the year ended 30 June 2024

1. Summary of accounting policies (continued)

Intangible assets

Intangible assets not yet ready for use and intangible assets with indefinite useful lives are not subject to amortisation and are therefore tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. For impairment assessment purposes, assets are generally grouped at the lowest levels for which there are largely independent cash flows ('cash generating units'). Accordingly, most assets are tested for impairment at the cash-generating unit level.

Assets other than intangible assets not yet ready for use and intangible assets with indefinite useful lives are assessed for impairment whenever events or circumstances arise that indicate the asset may be impaired. An impairment loss is recognised when the carrying amount of an asset or cash generating unit exceeds the asset's or cash generating unit's recoverable amount. The recoverable amount of an asset or cash generating unit is defined as the higher of its fair value less costs to sell and value in use (where ‘value in use’ is determined as the present value of the future cash flows expected to be derived from an asset or cash-generating unit).

Impairment losses in respect of individual assets are recognised immediately in profit or loss unless the asset is measured at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and is recognised in other comprehensive income to the extent that it does not exceed the amount in the revaluation surplus for the same asset. Impairment losses in respect of cash generating units are allocated first against the carrying amount of any goodwill attributed to the cash generating unit with any remaining impairment loss allocated on a pro rata basis to the other assets comprising the relevant cash generating unit.

A reversal of an impairment loss for an asset measured at cost is recognised in profit or loss. A reversal of an impairment loss for an asset measured at a revalued amount is treated as a revaluation increase and is recognised in other comprehensive income, except to the extent that an impairment loss on the same asset was previously recognised in profit or loss, in which case a reversal of that impairment loss is also recognised in profit or loss.

Subsidiaries

The special purpose consolidated financial statements include the information and results of each subsidiary from the date on which MTA obtains control and until such time as MTA ceases to control such subsidiary.

In preparing the special purpose consolidated financial statements, all inter-company balances and transactions, and unrealised profits arising within MTA Group are eliminated in full.

Investments in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in the Group special purpose consolidated financial statements using the equity method of accounting. Under the equity method, investments in associates are initially carried in the special purpose consolidated Statement of Financial Position at cost, and adjusted thereafter for the change in the Group's share of net assets of the associate and any impairment. Dividends received from an associate are recognised as a reduction in the carrying amount of the investment.

The carrying amount of equity investments is tested annually for impairment at the end of each reporting period.

Sale of goods

Revenue from the sale of goods is recognised when the Group has transferred control of the goods to the buyer.

Membership subscriptions

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

1. Summary of accounting policies continued

Membership subscriptions are recognised over the subscription period for services provided to members. Membership subscriptions invoiced in advance for the new subscription year are recorded in the Special Purpose Consolidated Statement of Financial Position as a liability. Membership subscriptions are recognised over time.

Sale of Software and associated services (licencing, instillation, support, maintenance and right to upgrade)

SAM Computers Systems ("SAM") Limited offers 3 distinct software products (SAM, Orion and Synergy). It sells licenses, implementation and support. Sometimes these are sold as individual items and other times they are sold as a package.

NZ IFRS15 establishes 2 methods for recognising revenue: either over time or at a point in time. A performance obligation is satisfied over time if one of the following conditions is met:

a) the customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs.

b) the entity's performance creates or enhances an asset (e.g. work in progress) that the customer controls as the asset is created or enhanced.

c) the entity's performance does not create an asset with alternative use to the entity and the entity has an enforceable right to payment for performance completed to date.

Where SAM software and implementation are sold outright or rented monthly, revenue is taken at a point in time. For SAM software support (which is optional), revenue is taken over time (in line with the delivery of the support obligation).

Orion and Synergy software differ s to SAM in that the support is compulsory. This means that the licencing, implementation and support are viewed as a single performance obligation. As such, revenue is taken over time in line with the delivery of this combined performance obligation.

Systime Automotive Solutions Limited ("SAS") offers the Keyloop Autoline product, with the customers having the option of outright purchase or a monthly rental.

While SAS sells the licencing, installation and support of the Keyloop Autoline product, it does not own the underlying software. It is considered to be a principal and not an agent as SAS controls the implementation, upgrades and support of the software. The software is provided as part of an integrated solution or service to the end customer.

Keyloop Autoline is sold as a solution which incorporates licencing, implementation and support, as such this is viewed as a single performance obligation and revenue is taken over time in line with the expected contract life (which equates to an anticipated period of required support).

Dividend and interest income

Dividend income is recognised on a receivable basis when the shareholder's right to receive payment has been established, except where received from an associate. Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(c) Foreign currency transactions

All foreign currency transactions during the financial year are brought into account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Exchange differences on monetary items are recognised in the Special Purpose Consolidated Statement of Comprehensive Income in the year in which they arise.

(d) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except for receivables and payables which are recognised inclusive of GST.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

Cash flows are included in the Special Purpose Consolidated Cash Flow Statement on a net basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to the taxation authority is classified as operating cash flows.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of any outstanding bank overdrafts.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

1. Summary of accounting policies continued

1. Summary of accounting policies (continued)

(f) Inventories

Inventories are valued at the lower of cost and net realisable value, on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distributing.

(g) Financial Instruments

Financial assets and financial liabilities are recognised in the Group’s special purpose consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial Assets

Financial assets are classified into two measurement categories. Those at fair value and those at amortised cost. The classification of financial assets depends on the business model in which the financial instruments are measured.

Financial assets through fair value profit or loss

Investments held at fair value through profit or loss are measured initially at fair value excluding any transaction costs. Transaction costs on financial assets and financial liabilities at fair value through profit or loss are expensed immediately. Subsequent to initial recognition, all instruments at fair value through profit or loss are measured at fair value with changes in their fair value recognised in profit or loss.

Previously, the put option was classified as a financial asset and carried at fair value with changes in value being recognised through profit or loss. In the 2022 financial year, under special purpose financial reporting, the put option has not been recognised as an asset and the carrying balance as at 30 June 2021 has been transferred directly to retained earnings in the 2022 financial year, as described in the statement of compliance in Note 1 above.

Financial assets at amortised cost

(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

(b) the contractual terms of the financial asset give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Any impairment loss is recognised through the profit and loss in the Special Purpose Consolidated Statement of Comprehensive Income. The impairment allowance on receivables is assessed based on historical delinquency rates and losses. Bad debts are written off when identified.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss and other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.

Derecognition of financial assets

between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

1. Summary of accounting policies continued

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.

For the year ended 30 June 2024

For the year ended 30 June 2024

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

5

Financial liabilities

Financial liabilities

A financial liability is classified as a financial liability at fair value through profit or loss if it meets one of the following conditions:

A financial liability is classified as a financial liability at fair value through profit or loss if it meets one of the following conditions:

- It is held for trading, or

- It is held for trading, or

- It is designated by the entity as at fair value through profit or loss (note that such a designation is only permitted if specified conditions are met).

- It is designated by the entity as at fair value through profit or loss (note that such a designation is only permitted if specified conditions are met).

A financial liability is held for trading if it meets one of the following conditions:

A financial liability is held for trading if it meets one of the following conditions:

- It is incurred principally for the purpose of repurchasing it in the near term, or

- It is incurred principally for the purpose of repurchasing it in the near term, or

- On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual

- On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual

pattern of short-term profit-taking, or

- It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

- It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Previously, the call option was classified as a financial liability and carried at fair value with changes in value being recognised through profit or loss. In the 2022 financial year, under special purpose financial reporting, the call option has not been recognised as a liability and the carrying balance as at 30 June 2021 has been transferred directly to retained earnings in the 2022 financial year, as described in the statement of compliance in Note 1 above.

Previously, the call option was classified as a financial liability and carried at fair value with changes in value being recognised through profit or loss. In the 2022 financial year, under special purpose financial reporting, the call option has not been recognised as a liability and the carrying balance as at 30 June 2021 has been transferred directly to retained earnings in the 2022 financial year, as described in the statement of compliance in Note 1 above.

Financial liabilities at amortised cost:

Financial liabilities at amortised cost:

Financial liabilities at amortised cost are initially recognised at fair value plus or minus transaction costs that are directly attributable to the acquisition of the financial liability and subsequently measured at amortised cost.

Financial liabilities at amortised cost are initially recognised at fair value plus or minus transaction costs that are directly attributable to the acquisition of the financial liability and subsequently measured at amortised cost.

Interest and dividends

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the Special Purpose Consolidated Statement of Financial Position classification of the related debt or equity

Interest and dividends are classified as expenses or as distributions of profit consistent with the Special Purpose Consolidated Statement of Financial Position classification of the related debt or equity

Interest and dividends are classified as expenses or as distributions of profit consistent with the Special Purpose Consolidated Statement of Financial Position classification of the related debt or equity instruments.

Trade payables and other accounts payable are recognised at amortised cost when the Group becomes obliged to make future payments resulting from the purchase of goods and services.

Trade payables and other accounts payable are recognised at amortised cost when the Group becomes obliged to make future payments resulting from the purchase of goods and services.

vouchers in circulation

vouchers in circulation

The liability represents the face value of gift vouchers sold less those redeemed and less an estimate of those gift vouchers that will never be redeemed.

The liability represents the face value of gift vouchers sold less those redeemed and less an estimate of those gift vouchers that will never be redeemed.

Gift cards in circulation

Gift cards in circulation

The liability represents the amount initially loaded onto the gift card when it was activated less the amount redeemed.

The liability represents the amount initially loaded onto the gift card when it was activated less the amount redeemed. pattern of short-term profit-taking, or

Derecognition of financial liabilities

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of accounting policies continued

For the year ended 30 June 2024

1. Summary of accounting policies (continued)

(h) Property, plant and equipment

Plant and equipment, motor vehicles, leasehold improvements, furniture and fittings and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is calculated on a straight line basis so as to write off the cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period.

The following estimated useful lives are used in the calculation of depreciation:

- Motor vehicles 3 years

- Furniture, fittings and equipment 2-10 years

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

(i) Leases

The Group has reviewed its contracts to see if they are or contain a lease. Where a lease exists the Group has created a right-of-use asset with a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short term leases (defined as leases with a lease term of less than 12 months) and leases of low value assets. For these leases the group recognises the lease payments as an operating expense on a straight line basis over the term of the lease, unless another systematic basis is more representative of the time pattern in which the economic benefit from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments, that are not paid at the commencement date, discounted using the rate implicit in the lease. If this rate cannot be readily determined the Group uses its incremental borrowing rate (IBR). The IBR is defined as the rate of interest that the lessee would have to pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment. For the implementation of the standard the Group used an incremental borrowing rate based on commercial mortgages from ANZ (the Groups transactional banker), for an equivalent term and asset type.

Lease payments included in the measurement of the lease liability comprise:

Lease payments included in the measurement of the lease liability comprise:

- Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;

- Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

- The amount expected to be payable by the lessee under residual value guarantees;

- The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

- Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the Special Purpose Consolidated Statement of Financial Position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

For the year ended 30 June 2024

- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Page 7

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under NZ IAS 37. To the extent that the costs relate to a right-of use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

MOTOR TRADE

ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of accounting policies continued

For the year ended 30 June 2024

For the year ended 30 June 2024

- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under NZ IAS 37. To the extent that the costs relate to a right-of use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under NZ IAS 37. To the extent that the costs relate to a right-of use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the special purpose consolidated statement of financial position.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the special purpose consolidated statement of financial position.

(j) Intangible assets

(j) Intangible assets

Internally generated intangible assets.

Internally generated intangible assets.

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated asset arising from development is recognised if, and only if, all of the following conditions have been demonstrated:

An internally generated asset arising from development is recognised if, and only if, all of the following conditions have been demonstrated:

- the technical feasibility of completing the intangible asset so that it will be available for use or sale;

- the technical feasibility of completing the intangible asset so that it will be available for use or sale;

- the intention to complete the intangible asset and use it or sell it;

- the intention to complete the intangible asset and use it or sell it;

- the ability to use or sell the intangible asset;

- the ability to use or sell the intangible asset;

- how the intangible asset will generate probable future economic benefit;

- how the intangible asset will generate probable future economic benefit;

- the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

- the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

- the ability to measure reliably the expenditure attributable to the intangible asset during its development.

- the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated assets is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above.

The amount initially recognised for internally generated assets is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above.

Where no internally generated intangible asset can be recognised, development expenditure is recognised in the profit and loss in the period in which it is incurred.

Where no internally generated intangible asset can be recognised, development expenditure is recognised in the profit and loss in the period in which it is incurred.

Subsequent to the initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Subsequent to the initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets acquired in a business combination.

Intangible assets acquired in a business combination.

Intangible Assets acquired in a Business Combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date.

Intangible Assets acquired in a Business Combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date.

Subsequent to the initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Subsequent to the initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

For the AABSL acquisition, SAM, Orion and Synergy Software has been determined to have an estimated useful life of 5 years. All other intangibles are regarded as indefinite useful lives.

For the AABSL acquisition, SAM, Orion and Synergy Software has been determined to have an estimated useful life of 5 years. All other intangibles are regarded as indefinite useful lives.

Intangible assets acquired separately.

Intangible assets acquired separately.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

Intangible Assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and impairment losses. Amortisation is recognised on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with an indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and impairment losses. Amortisation is recognised on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with an indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

For the year ended 30 June 2024

Derecognition of intangible assets

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

1. Summary of accounting policies continued

1. Summary of accounting policies (continued)

(k) Impairment of tangible and intangible assets

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets (including goodwill) with an indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss. Any impairment is first allocated to goodwill and any excess is allocated to the remaining assets in the CGU.

Where an impairment loss subsequently reverses (other than goodwill), the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

For the AABSL group acquisition SAM and SAS are both cash generating units, and are both subject to at least annual impairment testing.

(l) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the year. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

MTA is liable for taxation to the extent that MTA generates income from trading activities. The activities of MTA Group Investments Limited (MGIL) and the AABSL group (including SAM Computer Systems Limited & Systime Automotive Solutions Limited and their subsidiaries) are taxed as normal trading entities.

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the special purpose consolidated financial statements and the corresponding tax base of those items.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

In principle, deferred tax liabilities are recognised for all taxable temporary differences.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

For the year ended 30 June 2024

1. Summary of accounting policies continued

However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the year

Current and deferred tax is recognised as an expense or income in profit or loss except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

(m) Employee benefits

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are based on the future estimated cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

Defined contribution plans

Contributions to defined contribution superannuation plans are recognised as an expense when the employees have rendered service entitling them to the contributions.

(n) Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

(o) Special Purpose Cash Flow Statement

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

The definition of the terms used in the Special Purpose Consolidated Cash Flow Statement is as follows:

For the year ended 30 June 2024

Operating activities

Operating activities are the principal revenue producing activities and other activities that are not investing or financing activities. Interest received and interest paid are included in operating activities (except for interest paid on building leases which is classified as financing activities).

11

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

For the year ended 30 June 2024

1. Summary of accounting policies continued

1. Summary of accounting policies (continued)

1. Summary of accounting policies (continued)

1. Summary of accounting policies (continued)

Investing activities

Investing activities

Investing activities

Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment, intangible assets, managed fund units and investment

Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment, intangible assets, managed fund units and investment properties. Dividends received are included in investing activities.

Dividends received are included in investing activities.

Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment, intangible assets, managed fund units and investment properties. Dividends received are included in investing activities.

Financing activities

Financing activities

Financing activities

Financing activities are those activities that result in changes in the size and composition of the capital structure of the Group. This includes debt not falling within the definition of

Both

and

Financing activities are those activities that result in changes in the size and composition of the capital structure of the Group. This includes debt not falling within the definition of cash. Both interest and non interest payments on building lease are classified as financing activities.

interest payments on building lease are classified as financing activities.

Financing activities are those activities that result in changes in the size and composition of the capital structure of the Group. This includes debt not falling within the definition of cash. Both interest and non interest payments on building lease are classified as financing activities.

(p) Standards or interpretations effective in the current period

(p) Standards or interpretations effective in the current period

In the current year, the Group has adopted all mandatory new and amended standards.

(p) Standards or interpretations effective in the current period

In the current year, the Group has adopted all mandatory new and amended standards.

In the current year, the Group has adopted all mandatory new and amended standards.

(q) Changes in accounting policies

(q) Changes in accounting policies

(q) Changes in accounting policies

There has been no change in accounting policies in the 2024 2023 nil).

There has been no change in accounting policies in the 2024 2023 nil).

There has been no change in accounting policies in the 2024 2023 nil).

(r) Comparatives

(r) Comparatives

(r) Comparatives

Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.

Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.

Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.

Notes to Special Purpose Consolidated Financial Statements

2. Revenue

2. Revenue

2. Revenue

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

(b) i. Gains and losses on financial instruments at fair value through profit and loss

(b) i. Gains and losses on financial instruments at fair value through profit and loss

(b) i. Gains and losses on financial instruments at fair value through profit and loss

ii. Other gains and losses

5. Trade and other receivables

The average credit period on sales of goods and services is 30 days (2023: 30 days).

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established using a forward-looking expected credit loss model which requires expected credit losses to be returned on a 12 month or life time basis. The credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in profit or loss. The expected credit losses have been assessed as negligible.

6. Other financial assets

Investment on behalf of MTA (Northern Region) Incorporated amounting to $1,112m is contained within this figure (2023 $1,075m) - also see Note 14(b)

MTA values its managed funds investments at fair value and classifies its investments in the following fair value measurement hierarchy:

Level 1 - Quoted prices unadjusted in active markets for identical assets.

Level 2 - Inputs that are observable for the asset either directly or indirectly.

Level 3 - Inputs for asset that are not based on observable market data.

The following table shows the fair value hierarchy:

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

- continued

7. Inventories

Stock is carried at cost on a FIFO basis. The carrying value of is net of $34k (2023: $96k) obsolete stock written off as part of the financial year end review.

8. Taxation

(a) Income tax recognised in the Special Purpose Consolidated Statement of Comprehensive Income

Deferred tax expense/(income) relating to the origination and reversal of temporary differences

Adjustments for deferred tax recognised in prior years Other

The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax expense in the special purpose consolidated financial statements as follows:

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

17 MOTOR TRADE ASSOCIATION INCORPORATED GROUP

provision of income tax in previous year

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

8. Taxation (continued)

(b) Current tax assets and liabilities

(c) Deferred tax balances

temporary differences arise from the following:

TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

- continued

As at 30 June 2024, the Group has tax losses available to carry forward of $8.47m (2023: $8m).

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

- continued

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

9. Investment in associate companies

Investment in Dekra NZ (Closing Balance)

Investment in Dekra NZ (Opening Balance) in note 1(a). Pursuant to a shareholder agreement, the Company has the right to cast 40 per cent of the votes at shareholder meetings of Dekra NZ.

The above associate is accounted for using the equity method in these special purpose consolidated financial statements as set out in the Group’s accounting policies

For the purposes of applying the equity method of accounting, the financial statements of Dekra NZ for the year ended 31 December 2023 have been used, and appropriate

adjustments have been made for the effects of share of profits between that date and 30 June 2024, and this has been done consistently in prior periods.

10. Goodwill

Balance at 30 June 2023

Balance at 30 June 2024

As at 30 June 2023

At 30 June 2024 the Group has no Goodwill. ( 2023 - The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. At 30 June 2023 the AABSL board reviewed the Goodwill relating to SAM Computer Systems Limited (SAM) and Systime Automotive Solutions Limited (Systime) and concluded that the SAM goodwill of $1.81m is fully impaired and furthermore whilst Systime goodwill of $0.6m exhibited no signs of impairment that the board and management decided to write off all Goodwill in the 2023 year).

11. Property, plant and equipment

Notes - continued

At 30 June 2024 the Group has no Goodwill. ( 2023 - The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. At 30 June 2023 the AABSL board reviewed the Goodwill relating to SAM Computer Systems Limited (SAM) and Systime Automotive Solutions Limited (Systime) and concluded that the SAM goodwill of $1.81m is fully impaired and furthermore whilst Systime goodwill of $0.6m exhibited no signs of impairment that the board and management decided to write off all Goodwill in the 2023 year).

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

11. Property, plant and equipment

For the year ended 30 June 2024

21

The Group tests tangible assets for signs of impairment annually, there were no signs of impairment. Page 22

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

12. Intangibles assets

Additions (capitalised) from internal developments

Additions (capitalised) from separate acquisitions

Transfer from WIP to Software

Additions

Accumulated amortisation

Software is amortised over the expected useful life.

Intangible assets not yet ready for use and intangible assets with indefinite useful lives are not subject to amortisation and are therefore tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. For impairment assessment purposes, assets are generally grouped at the lowest levels for which there are largely independent cash flows ('cash generating units'). Accordingly, most assets are tested for impairment at the cash-generating unit level.

The recoverable amount of intangible assets is based on value in use calculations. These calculations are based on projected cash flows prepared by Management covering a period of 10 years approved by the Board of Directors. Management’s determination of cash flow projections and gross margins are based on past performance and its expectation for the future. Considering the present economic circumstances, there remains uncertainty in the short term with respect to the impact on forecast cash flows and in turn the carrying value of intangible assets. The recoverability of intangible assets with indefinite useful lives is based on the assumption that Management's projected cash flows will be achieved.

Management believes that no reasonably possible changes in any of the key assumptions used in the projected cash flows would cause the carrying value of the intangible assets to be materially lower than its recoverable amount.

the Board of Directors. Management’s determination of cash flow projections and gross margins are based on past performance and its expectation for the future. Considering the present economic circumstances, there remains uncertainty in the short term with respect to the impact on forecast cash flows and in turn the carrying value of intangible assets. The recoverability of intangible assets with indefinite useful lives is based on the assumption that Management's projected cash flows will be achieved.

Management believes that no reasonably possible changes in any of the key assumptions used in the projected cash flows would cause the carrying value of the intangible assets to be materially lower than its recoverable amount.

Notes - continued

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

13. Trade and other payables

Region Funds (contribution from branches)

No interest is charged on the trade payables unless the amounts payable fall overdue, at the discretion of the vendor. MTA Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

14.

(i) Gift vouchers in circulation represents the obligation in respect of gift vouchers still to be returned for redemption. (ii) Gift cards in circulation represents the obligation in respect of the unused balance on activated gift cards. (b) Others

(Northern Region) Incorporated (formerly known as

15. Other liabilities

16. Members' funds

Each general member is entitled to one voting right in MTA. The current number of general members at balance date is 4,114 (2023: 3,811).

Upon the winding up of MTA any property remaining after the satisfaction of all debts and the costs, charges, and expenses of the winding up, shall be transferred to such other association or organisation having objects similar to the objects of MTA or in such other manner as may be determined by the general meeting at which the winding up is approved.

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

17. Reserves

Special funds are funds set aside by the Board to use for membership projects and Customer Promise.

18. Retained earnings

19. Commitments

The Group has invested in private equity and has the following uncalled capital commitments as outlined below:

19. Commitments

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

The Group has invested in private equity and has the following uncalled capital commitments as outlined below:

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

Prior to 30 June 2023, MTA entered into agreements to lease in two locations, AIA House in Wellington, effective 1 February 2023 and Great South Road in Auckland, effective 1 August 2022. Consequently, as at 30 June 2023, the Right-of-Use (ROU) asset and corresponding liability have been written out of the special purpose consolidated statement of financial position and the lease surrender payment has been accrued. The table below discloses the gross carrying amount and accumulated depreciation for the Group.

With the acquisition of SAM Computer Systems Limited & Systime Automotive Solutions Limited during the 2021 year, the Group has identified additional obligations. One for a portion of the ground floor of Shamrock House at 485 Great South Road, Auckland, the other related to the lease of IT Infrastructure at a Data centre (Plan B).

The 485 Great South Road lease is due to end on the 30th of November 2024. While MTA holds an option to extend for two further two year periods, this has not been included in the right-of-use calculation as no decision has been taken yet to exercise the extension option. The asset is depreciated on a straight line basis over the life of the lease.

The Plan B Equipment Lease ended on the 31st of December 2023 and the asset and accumulated depreciated were written back.

In October 2023 MTA entered into a 3 year lease agreement for Kofax licenses. The asset is depreciated on a straight line basis over the life of the lease. Notes - continued

The 485 Great South Road lease is due to end on the 30th of November 2024. While MTA holds an option to extend for two further two year periods, this has not been included in the right-of-use calculation as no decision has been taken yet to

Notes - continued

The Plan B Equipment Lease ended on the 31st of December 2023 and the asset and accumulated depreciated were written back. In October 2023 MTA entered into a 3 year lease agreement for Kofax licenses. The asset is depreciated on a straight line basis over the life of the lease.

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

21. Lease liability

28

The lease liability for the buildings has been calculated as the present value of the future lease payments. The incremental borrowing rate for this calculation ranges from 4.56% to 7.25% and the annual rental is $440,805 (excluding GST) per annum (2023: 7.25% and $266,571 per annum).

The Plan B equipment lease ended on the 31st of December 2023, The lease liability had been calculated as the present value of the future lease payments. The incremental borrowing rate for this calculation was 4.56% and the annual rental was $30,600 (excluding GST) per annum (2023: 4.56% and $61,200).

A new 3 year lease of Kofax licenses started on the 31st of October 2023, The lease liability has been calculated as the present value of the future lease payments. The incremental borrowing rate for this calculation is 7.25 % and the annual rental is $17,988 (excluding GST).

Notes - continued

A new 3 year lease of Kofax licenses started on the 31st of October 2023, The lease liability has been calculated as the present value of the

22. Contingent liabilities

There are no significant contingent liabilities as at 30 June 2024 (2023: nil).

23. Subsidiaries and associates

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2024

All subsidiaries have a balance date of 30 June.

23. Subsidiaries and associates (continued) Associates:

Following the sale of 60% of Vehicle Testing Group Limited (VTGL) and its subsidiaries on 31 October 2013, the balance date changed to 31 December for those companies, which are all incorporated in New Zealand. See note 9 above.

* DEKRA New Zealand Limited holds 100% of shares of Vehicle Testing New Zealand Limited.

Following the sale of 60% of Vehicle Testing Group Limited (VTGL) and its subsidiaries on 31 October 2013, the balance date changed to 31 December for those companies, which are all incorporated in New Zealand. See note 9 above.

Notes - continued

* DEKRA New Zealand Limited holds 100% of shares of Vehicle Testing New Zealand Limited.

24. Related party disclosures

Members of the group conduct transactions between themselves, as described below. There are no amounts receivable from related parties at balance date.

Equity interest in subsidiaries

Details of the percentage of ordinary shares held in subsidiaries are disclosed in Note 23 to the special purpose consolidated financial statements.

MTA (Northern Region) Incorporated

Per note 6 $1.112m (2023: $1.075m) of the $34.685m (2023: $39.158m) funds under management is held on behalf of MTA (Northern Region) Incorporated. A similar amount is disclosed as a liability under note 14(b).

Other transactions involving related parties

The compensation of the Directors and executives, being the key management personnel of the entity, is set out below:

MOTOR TRADE ASSOCIATION INCORPORATED GROUP

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

Summary of changes during the financial year

1- Chairman (Australasian Automotive Business Solutions Limited - from 1 November 2023 until 15 May 2024) and Executive Director (Australasian Automotive Business Solutions Limited - from 16 May 2024)

2- Member (Motor Trade Association Incorporated Group Finance Committee - from 1 November 2023)

3- President (Australasian Automotive Business Solutions Limited - until 31 October 2023 and again from 15 May 2024) and Director (AABSL - November 2023 until 15 May 2024)

4- Director (Motor Trade Association Incorporated Group - until 31 August 2023)

5- Member (Motor Trade Association Incorporated Group Remuneration Committee - from 1 November 2023)

6- Director (Motor Trade Association Incorporated Group - until 31 October 2023)

7- Director (Motor Trade Association Incorporated Group - from 1 November 2023)

8- Director (Australasian Automotive Business Solutions Limited - from 1 October 2023)

related party debts have been written off or forgiven during the year.

Summary of changes during the financial year

1- Chairman (Australasian Automotive Business Solutions Limited - from 1 November 2023 until 15 May 2024) and Executive Director (Australasian Automotive Business Solutions Limited - from 16 May 2024)

2- Member (Motor Trade Association Incorporated Group Finance Committee - from 1 November 2023)

3- President (Australasian Automotive Business Solutions Limited - until 31 October 2023 and again from 15 May 2024) and Director (AABSL - November 2023 until 15 May 2024)

4- Director (Motor Trade Association Incorporated Group - until 31 August 2023)

5- Member (Motor Trade Association Incorporated Group Remuneration Committee - from 1 November 2023)

6- Director (Motor Trade Association Incorporated Group - until 31 October 2023)

7- Director (Motor Trade Association Incorporated Group - from 1 November 2023)

8- Director (Australasian Automotive Business Solutions Limited - from 1 October 2023)

No related party debts have been written off or forgiven during the year.

25. Financial Instruments

Market Risk and Managements Objectives

The Group’s activities expose it primarily to financial risks of changes in foreign currency exchange rates, changes in interest rates and other price risk. MTA Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The use of financial derivatives is approved by the Board of Directors.

Foreign Currency Risk Management

Foreign Currency risk relates to transactions denominated in foreign currencies; and exposures to exchange rate fluctuations arise. MTA has no hedge or use forward rates as the amount of trade in foreign currency is minimal.

Interest Rate Risk Management

Interest rate risk relates to risks on movement of interest rates on borrowed funds. The Group currently has no externally borrowed funds.

Other Price Risk Management

The Group is exposed to equity price risks arising from equity investments.

Some of the equity investments are in unlisted entities (private equity providers) while are held for investment purposes, the Group does not actively trade these investments.

The Group has a balanced portfolio split between income and equities. These investments are approved by the Investment sub committee (of the Board) in line with the SIPO . In accordance with the policy, the Group invests through professional fund managers and with the advice of a professional investment advisor.

There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.

GROUP NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

25. Financial Instruments (continued)

NOTES TO THE SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2024

Notes - continued

Total liabilities 21,604

26. Subsequent events

On the 2nd of July 2024 the Motor Trade Association Incorporation (MTA) re-registered under the Incorporated Societies Act 2022 and a new Constitution for it came into force on that date. From the FY25 year onwards MTA will be required to produce fully compliant NZ IFRS RDR financial statements.

On the 27th August 2024 the Motor Group Investments Limited (MGIL) board resolved to provide $1m of product development funding during the FY25 year to it's 100% owned subsidiary AABSL.

On the 25th September 2024 MTA received from it's associate, Dekra a cash dividend of $1.8m which was fully imputed.

(2023-On the 25th July 2023 the Motor Group Investments Limited (MGIL) board provided a letter of comfort to it's 100 % owned subsidiary AABSL, that it would fund to AABSL, over the period to 31st December 2024, up to $2.25M for the purposes of a Product Modernisation Project (Build Phase). This funding is subject to the adherence of project related milestones and criteria. Dekra declared a dividend on the 22nd of June 2023 amounting to $1.72m which was paid to MGIL on the 25th of September 2023.)

34

TOTAL INCOME TOTAL ASSETS

By Activities 2023

INDEPENDENT AUDITOR’S REPORT

To the Members of Motor Trade Association Incorporated

Report on the Audit of the Special Pu rpose Consolidated Financial Statements

Opinion

We have audited the special purpose consolidated financial statements of Motor Trade Association Incorporated and its subsidiaries ('the Group') on pages 2 to 59, which comprise the special purpose consolidated statement of financial position as at 30 June 2024, and the special purpose consolidated statement of comprehensive income, special purpose consolidated statement of changes in Members’ Funds and special purpose consolidated cash flow statement for the year then ended, and notes to the special purpose consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying special purpose consolidated financial statements present fairly, in all material respects, the special purpose consolidated financial position of the Group as at 30 June 2024, and its special purpose consolidated financial performance and its special purpose consolidated cash flow statement for the year then ended in accordance with the Group’s stated accounting policies per Note 1 to the special purpose consolidated financial statements.

Our report is made solely to the Members of the Group. Our audit work has been undertaken so that we might state to the Members of the Group those matters 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 Members of the Group as a body, for our audit work, for our report or for the opinions we have formed.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) ('ISAs (NZ)'). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Special Purpose Consolidated Financial Statements section of our report. We are independent of the

Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Motor Trade Association Incorporated or any of its subsidiaries.

Emphasis of Matter – Basis of Accounting and Restriction on Distribution and Use

We draw attention to Note 1 of the special purpose consolidated financial statements, which describes the basis of accounting. The special purpose consol idated financial statements comply with the Group’s accounting policies as stated in Note 1 to the special purpose consolidated fin ancial statements. As a result, the special purpose consolidated financial statements may not be suitable for another purpose. Our report is intended solely for the Group and the Members of the Group and should not be distributed to par ties other than the Group or the Members. Our opinion is not modified in respect of this matter.

Emphasis of Matter – Relating to Uncertainty Regarding the Carrying Value of Intangible Assets

We also draw attention to Note 12 of the consolidated Financial Statements, which describes the uncertainty regarding the car rying value of the intangible assets. Our opinion is not modified in respect of this matter.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 3 2024 (but does not include the consolidated special purpose financial statements and our auditor’s report thereon).

Our opinion on the consolidated special purpose financial statements does not cover the other information and we do not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated special purpose financial statements, our responsibility is to read the othe r information and, in doing so, consider whether the other information is materially inconsistent with the consolidated special purpose financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Those Charged with Governance for the Special Purpose Consolidated Financial Statements

Those Charged with Governance are responsible on behalf of the Group for the preparation and fair presentation of the special purpose consolidated financial statements in accordance with the Basis of Preparation per Note 1, and for such internal control as Those Charged with Governance determine is necessary to enable the preparation of the special purpose consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the special purpose consolidated financial statements , Those Charged with Governance are responsible on behalf of the Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going co ncern basis of accounting unless Those Charged with Governance 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 Special Purpose Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the special purpose consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influen ce the economic decisions of users taken on the basis of these special purpose consolidated financial statements .

As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

▪ Identify and assess the risks of material misstatement of the special purpose consolidated financial statements , whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fro m fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

▪ Conclude on the appropriateness of the use of the going concern basis of accounting by Those Charged with Governance and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the special purpose consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

▪ Evaluate the overall presentation, structure and content of the special purpose consolidated financial statements , including the disclosures, and whether the special purpose consolidated financial statements represent fairly the underlying transactions and events in a manner that achieves fair presentation.

▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities withi n the Group to express an opinion on the special purpose consolidated financial statements . We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with Those Charged with Governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

BAKER TILLY STA PLES RODWAY AUCKLAND

Auckland, Ne w Zealand

2 October 2024

MTA Wellington Office

Level 5, AIA Tower

34 Manners Street Te Aro, Wellington 6011

MTA Auckland Campus 485 Great South Road

Penrose

Auckland 1061

Postal Address PO Box 9244

Marion Square

Wellington 6141

Phone: 0800 00 11 44

Email: mta@mta.org.nz

Website: mta.org.nz

Toolbox: mta.org.nz/toolbox

Facebook: @motortradeassociation

Instagram | TikTok: @MTA_NZ

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