MIRA INFORM REPORT

Report Date :

19.07.2014

IDENTIFICATION DETAILS

Name :	BRISCOES (NEW ZEALAND) LIMITED
Registered Office :	36 Taylors Road Morningside Auckland 1025
Country :	New Zealand
Financials (as on) :	26.01.2014
Date of Incorporation :	31.05.1932
Com. Reg. No.:	69313
Legal Form :	New Zealand Limited Company
Line of Business :	Retail sales of home ware, kitchen ware, furniture, electrical products, bathroom ware.
No. of Employees	1,800

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	No complaints
Litigation :	Clear

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
New Zealand	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low Risk	A2
Moderate Low Risk	B1
Moderate Risk	B2
Moderate High Risk	C1
High Risk	C2
Very High Risk	D

NEW ZEALAND ECONOMIC OVERVIEW

Over the past 20 years the government has transformed New Zealand from an agrarian economy dependent on concessionary British market access to a more industrialized, free market economy that can compete globally. This dynamic growth has boosted real incomes - but left behind some at the bottom of the ladder - and broadened and deepened the technological capabilities of the industrial sector. Per capita income rose for ten consecutive years until 2007 in purchasing power parity terms, but fell in 2008-09. Debt-driven consumer spending drove robust growth in the first half of the decade, helping fuel a large balance of payments deficit that posed a challenge for economic managers. Inflationary pressures caused the central bank to raise its key rate steadily from January 2004 until it was among the highest in the OECD in 2007-08; international capital inflows attracted to the high rates further strengthened the currency and housing market, however, aggravating the current account deficit. The economy fell into recession before the start of the global financial crisis and contracted for five consecutive quarters in 2008-09. In line with global peers, the central bank cut interest rates aggressively and the government developed fiscal stimulus measures. The economy pulled out of recession late in 2009, and achieved 2-3% per year growth in 2010-13. Nevertheless, key trade sectors remain vulnerable to weak external demand. The government plans to raise productivity growth and develop infrastructure, while reining in government spending

Source : CIA

Company name and address

Verified Address

Subject name BRISCOES (NEW ZEALAND) LIMITED Business name / Other BRISCOES HOMEWARE / LIVING & GIVING Business address 36 Taylors Road Town Morningside Province Auckland Zip / Postal code 1025 Country New Zealand Telephone +64 9 8153737 Fax +64 9 8153738 Website www.briscoes.co.nz

Registered address 36 Taylors Road Town Morningside Province Auckland Zip / Postal code 1025 Country New Zealand Postal address P.O. Box 884, Shortland Street Town Auckland Central Province Auckland Zip / Postal code 1140 Country New Zealand

SUMMARY DETAILS

Report Summary

Date registered 31/05/1932 Legal form New Zealand Limited Company Key personnel Rodney Adrian Duke Line of business The Subject’s business consist of retail sales of home ware, kitchen ware, furniture, electrical products, bathroom ware under the brand name BRISCOES HOMEWARE and LIVING & GIVING. Staff employed 1,800 employees (Briscoe Group)

Paid-up capital NZD500,000.00 Sales turnover / Revenue / Income NZD483,566,000.00 (Group-Consolidated 12 months, 26/01/2014) Net income / loss NZD33,575,000.00 (Group-Consolidated 12 months, 26/01/2014) Total assets NZD215,384,000.00 (Group-Consolidated 12 months, 26/01/2014) Share equity NZD140,648,000.00 (Group-Consolidated 12 months, 26/01/2014)

Subject’s Credit Risk Analysis

Country risk Country risk is minimal Operation trend Operational trend is progressing Management experience Management is extremely experienced Financial performance Group financial performance is very good Remarks Larger credit can still be considered as the Subject's is well positioned in the market and the financial stability of the group is positive.

Organisation structure Organisational structure is consistent Detrimental No detrimental found Payment history No payment delays noted Credit amount requested Not described.

STATUTORY DETAILS

Registry Information

Date registered 31/05/1932 Legal form New Zealand Limited Company Registration number 69313 Registered authority The Companies Office Tax / VAT number 9429040647609

Statutory status Active Previous name The Subject was previously known as BRISCOE E.W. MILLS AND COMPANY LIMITED and changed to its current style on 29-09-1961. Change of legal form None reported.

BOARD OF MANAGEMENT

Key Personnel

Name Rodney Adrian Duke Designation Managing Director Name Alaister John Wall Designation Deputy Managing Director Name Geoffrey Peter Scowcroft Designation Chief Financial Officer Name Peter William Burilin Designation Chief Operating Officer

BOARD OF DIRECTORS

Appointments

Name Rodney Adrian Duke Title Director Appointment date 12/03/92 Address 99 Arney Road Remuera, Auckland 1050 New Zealand Biography Mr. Rodney (Rod) Adrian Duke is Executive Deputy Chairman of the Board and Group Managing Director of Briscoe Group Ltd. He has spent all his working life in the retail sector. After leaving school in Adelaide, he commenced work with retailers in South Australia before moving to Waltons Ltd in Sydney in 1980. From 1981 to 1988, he held the positions of New South Wales Manager of Homecraft/Eric Anderson Stores, a Senior Merchandise Executive for Grace Brothers then Managing Director of Norman Ross Ltd. In September 1988, he accepted the position of Managing Director of Briscoes (New Zealand) Limited, at that time a subsidiary of Hagemeyer of the Netherlands, with a mandate of returning the company to profitability and preparing it for sale. In January 1990, he reached agreement for the RA Duke Trust to purchase 100% of the shares of Briscoes and he has continued to be the Group’s Managing Director. In 1996, he established, and in subsequent years expanded, the Rebel Sport chain of sporting goods stores in New Zealand as a business within the Briscoe Group. Name Geoffrey Peter Scowcroft Title Director Appointment date 07/05/03 Address 35A Churchouse Road Greenhithe, Auckland 0632 New Zealand Biography Geoff began his career in finance with an accounting role with Associated Wholesalers Ltd. After completing a B.Com degree at Auckland University he then spent 15 years with the major food retailing group Woolworths (NZ) Ltd. His last position there was as Financial Controller where he was responsible for all Finance functions including Company Secretary and Treasury duties. Geoff joined Briscoes as Chief Financial Officer in October 2002 with responsibility for Finance, IT and Administration. Name Alaister John Wall Title Director Appointment date 12/03/92 Address 24 Seaview Road Remuera, Auckland 1050 New Zealand Biography Mr. Alaister John Wall is Deputy Managing Director and Executive Director of Briscoe Group Ltd. He joined Briscoes (New Zealand) Limited in 1970. During his 33 years with the Group, he held a variety of accounting and administration positions before being appointed Group Accountant in 1981, then Finance Director and Company Secretary in 1987. Since 1987, he has managed the legal, financial accounting and financing functions of the Group, including the expansion of the network of Briscoes stores, the establishment and development of Rebel Sport into the New Zealand market and the restructure of the Group in preparation for the public Share offer.

Staff employed 1,800 employees (Briscoe Group)

Other Appointments

Auditor PRICEWATERHOUSECOOPERS PricewaterhouseCoopers Tower, Level 22 188 Quay Street Auckland Central, Auckland 1010 New Zealand

SHARE CAPITAL

Composition

Authorized capital NZD500,000.00 Number / Type of shares 500,000 Shares Share par value NZD1.00 Issued capital NZD500,000.00

Paid-up capital NZD500,000.00

OWNERSHIP / SHAREHOLDERS

Composition

How listed Full list Shareholder name BRISCOE GROUP LIMITED Address 36 Taylors Road Morningside, Auckland 1025 New Zealand Number / Type of shares 500,000 Shares Percentage (%) of shares 100%

CORPORATE AFFILIATIONS AND RELATED COMPANIES

Structure

Company name NATIONAL AUSTRALIA BANK LIMITED Affiliation type Ultimate Holding Company Country of business Australia Comments National Australia Bank Limited provides financial products and services. The company’s main activities include banking services, credit and access card facilities, leasing, housing and general finance, international banking, investment banking, wealth management, funds management, life insurance, and custodian, trustee and nominee services. Segments The company’s business is organized into four segments, three of which are managed along regional lines: Australia region, the United Kingdom region, and New Zealand region, which include banking and wealth management products; as well as nabCapital. The company’s Australian life insurance operations consist of investment-linked business and non-investment-linked business. The overseas life insurance operations of the company consist primarily of non-investment-linked business. Its life investment contracts include investment-linked contracts where policyholders’ investments are held within the statutory funds and policyholders’ returns are directly linked to the investment performance of the assets in that fund. The company’s investment-linked business includes superannuation and allocated pension business. The company’s non-investment-linked business includes traditional whole of life and endowment policies and risk policies, such as death, disability, and income insurance. nabCapital is a global division, with lines of business comprising Institutional Banking, Corporate Finance, Markets and Treasury, and Structuring and Investments. It operates in three regions of Australia (which incorporates the smaller businesses in the Americas and Asia), New Zealand, and the United Kingdom. History National Australia Bank Limited was founded in 1834. Company name JBWERE LTD Affiliation type Superior Holding Company Country of business Australia Company name JBWERE (NZ) NOMINEES LIMITED Affiliation type Intermediate Holding Company Country of business New Zealand Company name BRISCOE GROUP LIMITED Affiliation type Parent Company Country of business New Zealand Comments Briscoe Group Limited is a New Zealand-based, non-trading holding company. The Company provides management services to its subsidiaries. The Company is organized into two segments: homeware and sporting goods. Approximately, the Company had 46 Homeware stores and 32 Sporting Goods stores. The Company's wholly owned subsidiaries include Briscoes (New Zealand) Limited, which is engaged in homeware retail; The Sports Authority Limited (trading as Rebel Sport), which is engaged in sporting goods retail; Rebel Sport Limited, which is engaged in name protection, and Living and Giving Limited, which is engaged in name protection. Company name THE SPORTS AUTHORITY LIMITED Affiliation type Sister Company Country of business New Zealand Company name REBEL SPORT LIMITED Affiliation type Sister Company Country of business New Zealand Company name LIVING & GIVING LIMITED Affiliation type Sister Company Country of business New Zealand

BANK AND MORTGAGES

Bank Details

Name of bank Bank of New Zealand Address New Zealand

Comments It is generally not the policy of local banks to provide credit status information to non related parties, however interested parties would be advised to consult first with the Subject if banker's references are required.

Mortgages

None reported.

Legal Filings

Bankruptcy filings None reported. Court judgements None reported.

Tax liens None reported. Others None reported.

FINANCIAL STATISTICS

Description

Financial statement source Public Record Sources Financial statement date 26/01/14 Style of financial statement Full audited

Currency of financial statement New Zealand, Dollar (NZD) Exchange rate 1 USD = NZD 1.15 as of 18-07-2014

Concise Financial Data	Consolidation style	Group Consolidated	Group Consolidated
	Currency	New Zealand, Dollar (NZD)	New Zealand, Dollar (NZD)
	Date of financial year end	26/01/14	27/01/13
	Length of financial accounts	12 months	12 months
	Sales turnover / Revenue / Income	483,566,000.00	452,702,000.00
	Gross profit	186,174,000.00	175,942,000.00
	Profit / Loss before tax	46,928,000.00	42,672,000.00
	Net income / loss	33,575,000.00	30,468,000.00
	Non-current assets	57,314,000.00	47,107,000.00
	Property, plant and equipment	54,610,000.00	44,563,000.00
	Current assets	158,070,000.00	144,724,000.00
	Inventories	69,312,000.00	64,573,000.00
	Cash and cash equivalents	84,762,000.00	77,541,000.00
	Accounts receivable	3,624,000.00	2,534,000.00
	Total assets	215,384,000.00	191,831,000.00
	Current liabilities	74,191,000.00	62,675,000.00
	Non-current liabilities	545,000.00	575,000.00
	Accounts payable	62,785,000.00	50,532,000.00
	Total liabilities	74,736,000.00	63,250,000.00
	Share equity	140,648,000.00	128,581,000.00
	Retained earnings	94,908,000.00	85,977,000.00

Remarks

The group consolidated financial statement above relates to the Subject's Parent Company Briscoe Group Limited and all its subsidiaries.

BUSINESS DETAILS

Operational Details

Main activities The Subject engages in retail sales of home ware, kitchen ware, furniture, electrical products, bathroom ware under the brand names BRISCOES HOMEWARE and LIVING & GIVING. The Subject is a wholly owned subsidiary of Briscoe Group Limited a New Zealand retail chain with 78 stores throughout New Zealand under the brand name BRISCOES HOMEWARE, LIVING & GIVING and REBEL SPORT. As of January 26, 2014, the Group has 46 Briscoes Homeware and Living & Giving stores and 32 Rebel Sport stores. Products and services Home furnishings Bathroom and bedroom products Cushions and floor coverings Indoor and outdoor furniture Gardening accessories Brands BRISCOES HOMEWARE LIVING & GIVING

Purchases

International The Subject sources its product(s) / material(s) from countries in Asia, Europe.

Sales

Local The Subject sells its product(s) locally.

International None reported.

Business Facilities and Assets

Premises The Subject operates from the verified heading address consisting of an administrative office.

Branches In addition, the Subject operates from a network of approximately 46 retail stores under the brand name BRISCOES HOMEWARE and LIVING & GIVING.

SUMMARIZED COUNTRY RISK

Gross Domestic Products (GDP) and Economic Overview

Central bank Reserve Bank of New Zealand Reserve of foreign exchange and gold US$ 20.562 billion Gross domestic product (GDP) US$ 180.548 billion Purchasing power parity (GPP) 126.628 billion of International dollars GDP per capita (current prices) US$ 40,454 GDP composition by sector agriculture: 4.7% industry: 24% services: 71.3% Inflation 2009: 2.1% 2010: 2.3% 2011: 4% Unemployment rate 2009: 6.1% 2010: 6.5% 2011: 6.5%

Public debt (general Government gross debt as percentage (%) of GDP) 2009: 26.1% 2010: 32.3% 2011: 37% Government bond ratings Standard & Poor's: AA+/Stable/A-1+ Moody's rating: Aaa Moody's outlook: STA Market value of publicly traded shares US$67.061 billion Largest companies Westpac Limited, Transpower, Fletcher Building Limited, National Bank of New Zealand, Fonterra Co-Operative Group Ltd, Air New Zealand Limited, The Warehouse Group Limited, Progressive Enterprises Ltd

Trade and Competitiveness Overview

Total exports US$33.24 billion Export commodities Dairy products, meat, wood and wood products, fish, machinery Total imports US$31.11 billion Import commodities Machinery and equipment, vehicles and aircraft, petroleum, electronics, textiles, plastics Best countries for doing business 3 out of 183 countries Global competitiveness ranking 25 (ranking by country on a basis of 142, the first is the best)

Major export partners Australia 22%, US 11.5%, Japan 9.2%, China 5.3%, UK 4.6% Major import partners Australia 20.7%, China 13.4%, US 9.7%, Japan 9.5%, Singapore 4.9%, Germany 4.7% FDI inflows 2008: US$4,598 million 2009: US$-1,293 million 2010: US$561 million FDI outflows 2008: US$462 million 2009: US$-308 million 2010: US$589 million

Country and Population Overview

Total population 4.37 million Total area 270,467 km2 Capital Wellington

Currency New Zealand dollars (NZD) Internet users as percentage (%) of total population 83%

PAYMENT OUTLOOK

Purchases Term

International L/C, Telegraphic transfer, D/P, D/A, Credit 30-120 days

Sales Term

Local Cash, Credit card

Trade Reference / Payment Behaviour

Comments As local and international trade references were not supplied, the Subject's payment track record history cannot be appropriately determined but based on our research, payments are believed to be met without delay.

Investigation Note

Sources Interviews and material provided by the Subject Other official and local business sources

Attachments

Attachments Group consolidated financial statements

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.60.33
UK Pound	1	Rs.103.18
Euro	1	Rs.81.58

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	NIS

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.