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Trade and Other Payables (Tables)

6 Months Ended

Jul. 31, 2019

Disclosure of Detailed Information About Trade and Other Current Payables

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s

Current
Trade payables		16,537		23,580
Accruals		6,673		10,150
Employee benefits liabilities		1,908		1,815
		25,118		35,545

Consolidated Statements of Profit or Loss and Other Comprehensive Income - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Continuing operations
Revenue	$ 42,094	$ 56,750
Cost of sale of goods	(28,129)	(39,072)
Gross profit	13,965	17,678
Brand management	(17,180)	(25,399)
Administrative expenses	(5,125)	(1,851)
Corporate expenses	(5,656)	(7,901)
Finance expenses	(2,230)	(2,454)
Brand transition, restructure and transaction expenses	(5,846)	(5,157)
Impairment expense	(6,849)	(4,181)
Other foreign currency gains	953	3,535
Fair value gain/(loss) on convertible notes derivatives		(775)
Loss before income tax	(27,968)	(26,505)
Income tax (expense)/benefit	(761)	411
Loss for the period	(28,729)	(26,094)
Items that may be reclassified to profit or loss
Exchange rate difference on translation of foreign operations	1,514	(420)
Other comprehensive loss for the period, net of tax	1,514	(420)
Total comprehensive loss for the period	(27,215)	(26,515)
Total comprehensive loss attributable to:
Owners of Naked Brand Group Limited	$ (27,215)	$ (26,515)
Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited
Basic loss per share (NZ$)	$ (0.52)	$ (1.28)
Diluted loss per share (NZ$)	$ (0.52)	$ (1.28)

Consolidated Statement of Cash Flows - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Cash flow from operating activities:
Receipts from customers	$ 51,756	$ 65,131
Payments to suppliers and employees	(62,123)	(69,998)
Proceeds from payments for settlement of financial assets at fair value through profit or loss	729	655
Income taxes paid	(51)	(216)
Net cash outflow from operating activities	(9,689)	(4,428)
Cash flow from investing activities:
Payments for intangible asset		(31)
Payments for property, plant and equipment	(605)	(148)
Proceeds from business combination, net of cash acquired		592
Net cash outflow from investing activities	(605)	413
Cash flow from financing activities:
Proceeds from issue of shares	9,923	17,165
Proceeds from borrowings - Convertible notes issued	4,571
Repayment of borrowings - Bank		(18,489)
Debt issuance costs		(87)
Repayments of lease liabilities	(3,785)
Interest paid	(975)	(999)
Net cash inflow/(outflow) from financing activities	9,734	(2,410)
Net decrease in cash and cash equivalents held	(560)	(6,425)
Cash and cash equivalents at beginning of year	1,962	10,739
Effects of exchange rate changes on cash and cash equivalents	120	(141)
Cash and cash equivalents at end of the half year	$ 1,522	$ 4,173

Profit and Loss Information - Disclosure of Components of Income Tax Expenses (Details) (Parenthetical)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details
Tax rate	28.00%	28.00%

Share Capital - Disclosure of Detailed Information About Share Capital (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Disclosure of classes of share capital [abstract]
Shares Outstanding Value	$ 155,536	$ 134,183

Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2019

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

3	Summary of significant accounting policies

(a)

Going concern

The financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

For the 6 months ended 31 July 2019 the Group experienced a loss after income tax from continuing operations of NZ$28.7 million and operating cash outflows of NZ$9.7 million. It also is in a net current liability position of NZ$37.1 million and a positive net asset position of NZ$4.0 million.

The profitability for the 6 months ended 31 July 2019 has been adversely impacted by the lack of working capital to purchase sufficient levels of inventory required for trading, reduced customer foot traffic in retail stores and outlets, and a reduction of revenue from wholesale customers. The business also incurred NZ$5.8 million of non-trading costs in relation to restructure costs associated with refinancing the business and an impairment charge of NZ$6.8m as it re-evaluated the merger and acquired intangible assets. The Group also has trade creditors that are trading beyond their original credit terms.

To fund the losses and the negative working capital the business raised US $29.4 million of funds in the form of issued capital and convertible notes since 31 January 2019, including US $11.0 million since 31 July 2019 prior to the signing of these financial statements.

The funds raised and cash flow generated since 31 January 2019 have not been sufficient to provide the Group with adequate working capital, so subsequent to 31 July 2019 management has taken steps to raise further funding, and as at the date of signing of these financial statements discussions with investors are well advanced but no binding commitments have been agreed.

Management has also engaged in further restructuring of the business operations including potential divestment of certain brands, reducing costs across distribution channels, renegotiating supplier contracts, resetting customer supply commitments, and updating leadership roles.

The Group’ s bank facility was due on 30 June 2019, and the Bank has extended the current facility to 31 December 2019, and the bank continues to monitor the situation. The Directors expect the Bank to offer a further extension of the current facility once further funding is raised.

The bank covenants were breached throughout the 6 months ended 31 July 2019, and were reset, with a minimum inventory to bank debt ratio required to be maintained from 1 May 2019. This new ratio has been breached every month to the date of signing of the accounts, creating an event of review, but the bank has taken no further action to date in relation to these breaches.

Despite the ongoing losses, reduced cash flow and cash facilities, and the other negative financial conditions, the Directors are confident that the Group will continue as a going concern. However, while the Directors are confident of continuing as a going concern and meeting its debt obligation to its Bank and creditor commitments as they fall due, the going concern is dependent upon the Directors and Group being successful in:

	●	Raising further funding before 28 February 2020 in order to meet all debts due in the 12 months after signing of these financial statements;
	●	Generating sufficient sales and increasing gross margins and reducing overheads in line with forecasts;
	●	Having sufficient funds to maintain a positive cashflow position, and to reduce bank debt in line with agreed bank amortisation;
	●	Continuing to receive support from creditors to delay payment of overdue amounts until the Group has adequate cash flow to commence a repayment arrangement or repay the debts in full; and
	●	Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility.

As a result, the viability of the Group is dependent on the above matters. The dependence on these matters raise substantial doubt about its ability to continue as a going concern and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report.

However, the Directors’ believe that the Group will be successful in the above matters and, accordingly, have prepared the report on a going concern basis.

(b)

Basis for consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

(c)

Business combinations

Business combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases. The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity.

The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date.

Goodwill or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater than the consideration, the measurement basis of the net assets are reassessed and then a gain from bargain purchase recognised in profit or loss.

All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities.

Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured, and the settlement is accounted for within equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through profit or loss.

(d)

Income Tax

The tax expense/(benefit) recognised in the consolidated statements of profit or loss and other comprehensive income comprises of current income tax expense plus deferred tax expense/(benefit).

Current tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the period and is measured at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period. Current tax liabilities/(assets) are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.

Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial statements.

Deferred tax is not provided for the following:

	●	The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss).
	●	Taxable temporary differences arising on the initial recognition of goodwill.
	●	Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised.

Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively.

In determining the amount of current and deferred income tax, the Company takes into account the impact of uncertain income tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax expense in the period that such a determination is made.

(e)

Revenue and other income

The consolidated entity recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, and allowances, trade discounts and volume rebates.

Revenue is recognised at the point in time when performance obligations are satisfied by transferring control of goods to the customer.

Sale of goods

Sales of goods through retail stores, e-commerce and wholesale channels are recognised at a point in time when there has been a transfer of control of goods to the customer. Control of goods transfer at point of sale for retail stores sales. For wholesale and e- commerce sales, control of goods are transferred when goods are delivered to customers, and therefore reflects an estimate of shipments that have not been received at the reporting date based on shipping terms and historical delivery times. The Company also provides a reserve for projected merchandise returns based on prior experience.

The Company sells gift cards to customers. The Company recognises revenue from gift cards when they are redeemed by the customers. In addition, the Company recognises revenue on unredeemed gift cards after one year when the gift cards have expired.

(i)

Sale of goods – wholesale

The Group sells a range of lingerie products in the wholesale market. Sales are recognised at a point in time when control of the products has transferred, being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied.

The contracts with wholesalers have no specific terms on volume and price, and are not modified during the terms. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. The estimates of discount is based on the trading terms in the contracts, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected volume payable to customers in relation to sales made until the end of the reporting period. The Group’s obligation to provide a refund for faulty products under the standard trading terms is recognised as a provision.

(ii)

Sale of goods - retail/e-commerce

The group operates a chain of retail stores and e-commerce websites selling lingerie products. Revenue from the sale of goods is recognised at a point in time when a group entity sells a product to the customer.

Payment of the transaction price is due immediately when the customer purchases the product. It is the group’s policy to sell its products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in trade and other payables) and a right to the returned goods (included in inventory) are recognised for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method).

Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date.

Interest revenue

Interest is recognised using the effective interest method and recognised when it is earned.

Dividend revenue

Dividends are recognised when the entity’s right to receive payment is established.

Rendering of services

Revenue from service transactions are recognised as services are performed.

Other income

Other income is recognised on an accruals basis when the Group is entitled to it.

(f)

Brand management, administrative and corporate expenses

Corporate expenses includes head office costs such as human resources, finance team and rental costs. Administrative expenses includes depreciation and amortisation of intangible assets, as well as professional accounting fees. Brand management expenses includes other costs incurred in selling products, including advertising, design and retail store occupancy and payroll.

(g)

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

(h)

Inventories

Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realisable value represents the estimated selling price for inventories less costs necessary to make the sale. Net realisable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary.

(i)

Property, plant and equipment

Plant and equipment

Plant and equipment are measured using the cost model.

Under the cost model the asset is carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase price and other directly attributable costs associated with locating the asset to the installation site, where applicable.

Depreciation

Property, plant and equipment, is depreciated on a straight-line basis over the asset’s useful life to the Group, commencing when the asset is ready for use.

The estimated useful lives used for each class of depreciable asset are shown below:

Fixed asset class	Useful life

Leasehold improvements	1 - 10 years and where shorter over the lease term
Plant, furniture, fittings and motor vehicles	3 - 7 years

At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in accounting estimate.

(j)

Financial instruments

Financial instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual provisions of the instrument.

On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).

Financial Assets

	(i) Classification

	From 1 February 2018, the group classifies its financial assets in the following measurement categories:

	●	those to be measured subsequently at fair value (either through Other Comprehensive Income “OCI” or through profit or loss), and
	●	those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The group reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Recognition and derecognition

Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:

	●	Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

	●	FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.

●

FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

Equity instruments

The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iv) Impairment

From 1 February 2018, the group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(v) Subsequent measurement

If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial assets original effective interest rate.

Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss.

Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities depending on the purpose for which the liability was acquired. Although the Group uses derivative financial instruments in economic hedges of currency and interest rate risk, it does not hedge account for these transactions.

The Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities), which are measured at amortised cost using the effective interest rate method.

All of the Group’s derivative financial instruments that are not designated as hedging instruments are accounted for at fair value through profit or loss.

(k)

Impairment of non-financial assets

At the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non- financial assets.

Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.

Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.

The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.

Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.

Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.

(l)

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(m)

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less expected credit losses.

(n)

Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually due within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

(o)

Intangibles

Goodwill

	Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

	i)	the consideration transferred;
	ii)	any non-controlling interest; and
	iii)	the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired in a business combination.

The value of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Group can elect to measure the non-controlling interest in the acquiree either at fair value (‘full goodwill method’) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (‘proportionate interest method’). The Group determines which method to adopt for each acquisition.

Patents and licences

Separately acquired patents and licences are shown at historical cost. Licenses and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Licence fees have an estimated useful life of 5-50 years.

Software

Software has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life of between one and three years.

Brands

Brand assets relate to brands owned by the Group that have arisen on historical acquisitions. These assets were initially measured at fair value.

Brands are considered to have an indefinite life and are therefore not amortised. They are considered to have indefinite lives because there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the entity. The brands have been in existence for many years, are well established and show no signs of deteriorating. They are assessed for impairment annually or more frequently if impairment indicators exist.

Amortisation

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and brands, from the date that they are available for use.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Goodwill and indefinite life brands are not amortised but are tested for impairment annually or more frequently if impairment indicators exist. Goodwill is allocated to the Group’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.

(p)

Employee benefits

(i)

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii)

Other long-term employee benefit obligations

The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

(iii)

Other long-term employee benefit obligations

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(q)

Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.

Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statements of profit or loss and other comprehensive income.

Provisions recognised represent the best estimate of the amounts required to settle the obligation at the end of the reporting period.

(i)

Lease incentive provision

Lease contributions include payment for improvements initially funded by the landlord. The improvement asset is capitalised and a provision for the amount of landlord contribution is recognised. The provision is released on a monthly basis over the term of the lease of the property.

(ii)

Onerous contract provision

The Group provides for future losses on long-term contracts where it is considered probable that the contract costs are likely to exceed revenues in future years. A provision is required for the present value of future losses. Estimating these future losses involves a number of assumptions about the achievement of contract performance targets and the likely levels of future cost escalation over time.

(iii)

Make good provision

The Group is required to restore the lease premises of various retail stores to their original condition at the end of the respective lease terms. Provisions for make good obligations are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. A provision is recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the lease term.

(r)

Earnings/(loss) per share

(i)

Basic earnings/(loss) per share

	Basic earnings/(loss) per share is calculated by dividing:

	●	the profit/(loss) attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
	●	by the weighted average number of ordinary shares outstanding during the financial year.

(ii)

Diluted earnings/(loss) per share

	Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into

	●	the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
	●	the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

For periods in which the Company has reported net losses, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common stockholders, since their impact would be anti-dilutive to the calculation of net loss per share.

(s)

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(t)

Convertible Notes

On issuance of the convertible notes, an assessment is made to determine whether the convertible notes contain an equity instrument or whether the whole instrument should be classified as a financial liability.

When it is determined that the whole instrument is a financial liability and no equity instrument is identified (for example for foreign-currency-denominated convertibles notes), the conversion option is separated from the host debt and classified as a derivative liability. The carrying value of the host contract (a contract denominated in a foreign currency) at initial recognition is determined as the difference between the consideration received and the fair value of the embedded derivative. The host contract is subsequently measured at amortised cost using the effective interest rate method. The embedded derivative is subsequently measured at fair value at the end of each reporting period through the profit and loss. The convertible note and the derivative are presented as a single number on the balance sheet within interest-bearing loans and borrowings.

When it is determined that the instrument contains an equity component based on the terms of the contract, on issuance of the convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non- convertible bond. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not re-measured in subsequent years.

(u)

Share capital and Warrants

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and warrants are recognised as a deduction from equity, net of any tax effects.

Warrants

Warrants issued by the Company and employee entitlements are recorded at fair value using the Black-Scholes option-pricing model. Employee entitlements are amortised over the terms of entitlement. In assessing the fair value of equity-based compensation and warrants, estimates have to be made regarding the expected volatility in share price, option life, dividend yield, risk-free rate, estimated life and estimated forfeitures at the initial grant date.

(v)

Foreign currency transactions and balances

Each of the entities within the Group prepare their financial statements based on the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in New Zealand dollars which is the parent entity’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are recorded at the spot rate on the date of the transaction.

	At the end of the reporting period:

	●	Foreign currency monetary items are translated using the closing foreign currency rate;
	●	Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
	●	Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges.

Group companies

	The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

	●	assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;
	●	income and expenses are translated at average exchange rates for the period where the average rate approximates the rate at the date of the transaction; and
	●	retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the consolidated balance sheets. These differences are recognised in the consolidated statements of profit or loss and other comprehensive income in the period in which the operation is disposed.

(w)

Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The executive directors are the chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments.

Borrowings (Details Narrative) - NZD ($) $ / shares in Units, $ in Thousands			6 Months Ended	12 Months Ended
	Dec. 13, 2019	May 13, 2019	Jul. 31, 2019	Jan. 31, 2019	Dec. 31, 2019
Guarantees and Financial Instruments [Member]
Statement Line Items [Line Items]
Current borrowing amount			$ 1,016
Bank of New Zealand [Member]
Statement Line Items [Line Items]
Description of borrowings				Under the terms of the major borrowing facility, the facility covenants were reset at 1 May 2019 after breaches of covenants during the period, and is currently subject to a minimum monthly inventory-bank debt cover ratio of 1.2. This ratio has been breached every month through to the date of signing of these reports, triggering an event of review.
Term Loan Facility [Member]
Statement Line Items [Line Items]
Notional amount			$ 20,000
Borrowings, maturity date			Dec. 31, 2019
Borrowings, interest rate			5.66%	5.55%
Convertible Notes [Member]
Statement Line Items [Line Items]
Current borrowing amount			$ 4,700
Convertible Notes [Member] \| Private Investor [Member]
Statement Line Items [Line Items]
Notional amount		$ 3,320
Borrowings, maturity date		Nov. 13, 2020
Borrowings, interest rate		10.00%
Convertible premium percentage		15.00%
Convertible Notes [Member] \| Note Holder [Member]
Statement Line Items [Line Items]
Ordinary shares price per share		$ 0.90
Other Loans [Member]
Statement Line Items [Line Items]
Current borrowing amount			$ 1,300	$ 1,200
Events occurring after reporting date [Member] \| Note Holder [Member]
Statement Line Items [Line Items]
Right to redemption of maximum portion of the note	$ 400
Events occurring after reporting date [Member] \| Term Loan Facility [Member]
Statement Line Items [Line Items]
Notional amount					$ 20,000

Right-of-Use Assets - Disclosure of Right-of-Use Assets (Details) $ in Thousands	6 Months Ended
	Jul. 31, 2019 NZD ($)
Statement Line Items [Line Items]
Balance as at 1 February
Additions to right-of-use-assets	2,553
Depreciation charge for the year	(4,345)
Balance at 31 July 2019	25,683
Land and Buildings [Member]
Statement Line Items [Line Items]
Balance as at 1 February	26,933
Additions to right-of-use-assets	2,481
Depreciation charge for the year	(4,224)
Balance at 31 July 2019	25,190
Plant, Furniture, Fittings and Motor Vehicles [Member]
Statement Line Items [Line Items]
Balance as at 1 February	542
Additions to right-of-use-assets	72
Depreciation charge for the year	(121)
Balance at 31 July 2019	$ 493

Profit and Loss Information - Disclosure of Detailed Information About Revenue from Continuing Operations (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Statement Line Items [Line Items]
Gross revenue	$ 47,809	$ 61,282
Rebates	(5,715)	(4,532)
Revenue	42,094	56,750
Sale of goods	19,000	56,750
Revenue from continuing operations	42,094	56,750
Retail [Member]
Statement Line Items [Line Items]
Sale of goods	19,000	24,425
Wholesale [Member]
Statement Line Items [Line Items]
Sale of goods	8,414	18,077
Online [Member]
Statement Line Items [Line Items]
Sale of goods	$ 14,680	$ 14,248

- Definition

Expiry date 2020-01-01: The income arising in the course of an entity's ordinary activities. Income is increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity, other than those relating to contributions from equity participants. Effective 2020-01-01: The income arising in the course of an entity's ordinary activities. Income is increases in assets, or decreases in liabilities, that result in increases in equity, other than those relating to contributions from holders of equity claims.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2019-01-01
-Paragraph 28
-Subparagraph a
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2019-en-r&anchor=para_28_a&doctype=Standard
-URIDate 2019-03-27

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2019-01-01
-Paragraph 23
-Subparagraph a
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2019-en-r&anchor=para_23_a&doctype=Standard
-URIDate 2019-03-27

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2019-01-01
-Paragraph 32
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2019-en-r&anchor=para_32&doctype=Standard
-URIDate 2019-03-27

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2019-01-01
-Paragraph 33
-Subparagraph a
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2019-en-r&anchor=para_33_a&doctype=Standard
-URIDate 2019-03-27

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2019-01-01
-Paragraph 34
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2019-en-r&anchor=para_34&doctype=Standard
-URIDate 2019-03-27

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2019-01-01
-Paragraph 82
-Subparagraph a
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IAS&num=1&code=ifrs-tx-2019-en-r&anchor=para_82_a&doctype=Standard
-URIDate 2019-03-27

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Name IAS
-Number 1
-IssueDate 2019-01-01
-Paragraph 103
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IAS&num=1&code=ifrs-tx-2019-en-r&anchor=para_103&doctype=Standard
-URIDate 2019-03-27

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Name IAS
-Number 1
-IssueDate 2019-01-01
-Paragraph 102
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IAS&num=1&code=ifrs-tx-2019-en-r&anchor=para_102&doctype=Standard
-URIDate 2019-03-27

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 5
-IssueDate 2019-01-01
-Paragraph 33
-Subparagraph b
-Clause i
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=5&code=ifrs-tx-2019-en-r&anchor=para_33_b_i&doctype=Standard
-URIDate 2019-03-27

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 12
-IssueDate 2019-01-01
-Paragraph B12
-Subparagraph b
-Clause v
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2019-en-r&anchor=para_B12_b_v&doctype=Appendix&subtype=B
-URIDate 2019-03-27

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 12
-IssueDate 2019-01-01
-Paragraph B10
-Subparagraph b
-URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2019-en-r&anchor=para_B10_b&doctype=Appendix&subtype=B
-URIDate 2019-03-27

+ Details

Derivative Financial Instruments

6 Months Ended

Jul. 31, 2019

Derivative Financial Instruments

Derivative Financial Instruments

10	Derivative Financial Instruments

31 July 2019

NZ $000’s

31 January 2019
NZ $000’s

Current liabilities

Forward exchange contracts

1,484

In order to mitigate exchange rate movements and to manage the inventory costing process, the Group entered into forward currency contracts to purchase US dollars in prior periods. As at 31 July 2019, there are no forward exchange contracts due to the uncertainty over timing of inventory purchases and related funding constraints.

Derivative Financial Instruments - Schedule of Derivative Financial Instruments (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Derivative Financial Instruments
Current liabilities		$ 1,484

Cash Flow Information - Schedule of Cash Flow Information (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Cash Flow Information
Loss for the period	$ (28,729)	$ (26,094)
Cash flows excluded from loss attributable to operating activities - interest paid on borrowings	1,025	2,229
Cash flows excluded from loss attributable to operating activities - interest paid on lease liabilities	857
Non-cash flows in loss: - depreciation and amortisation expense	4,567	1,190
Non-cash flows in loss: - impairment expense	6,849	4,181
Non-cash flows in loss: - fair value gain/(loss) on convertible notes derivative		775
Net changes in assets and liabilities	5,862	13,231
- net exchange differences	(120)	60
Cash flow from operations	$ (9,689)	$ (4,428)

Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities (Details) - Recurring fair value measurement [member] - Foreign exchange contracts [Member] - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Disclosure of fair value measurement [Line Items]
Financial liabilities		$ 1,484
Level 1 of fair value hierarchy [member]
Disclosure of fair value measurement [Line Items]
Financial liabilities
Level 2 of fair value hierarchy [member]
Disclosure of fair value measurement [Line Items]
Financial liabilities		1,484
Level 3 of fair value hierarchy [member]
Disclosure of fair value measurement [Line Items]
Financial liabilities

- Definition

The amount of liabilities that are: (a) a contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will, or may be, settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is, or may be, obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. For this purpose, rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. Also, for those purposes the entity’s own equity instruments do not include puttable financial instruments that are classified as equity instruments in accordance with paragraphs 16A-16B of IAS 32, instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation and are classified as equity instruments in accordance with paragraphs 16C-16D of IAS 32, or instruments that are contracts for the future receipt or delivery of the entity’s own equity instruments. As an exception, an instrument that meets the definition of a financial liability is classified as an equity instrument if it has all the features and meets the conditions in paragraphs 16A-16B or paragraphs 16C-16D of IAS 32. [Refer: Financial instruments, class [member]; Financial assets; Derivatives [member]]

+ References + Details

Operating Segment (Details Narrative)	6 Months Ended
Operating Segment (Details Narrative)	Jul. 31, 2019 Integer
Operating Segment
Number of reportable segments	7

Provisions (Details Narrative)	6 Months Ended	12 Months Ended
Provisions (Details Narrative)	Jul. 31, 2019	Jan. 31, 2019
Provisions [abstract]
Pre-tax discount rate applied to provisions calculations	2.00%	2.00%

Cash Flow Information

6 Months Ended

Jul. 31, 2019

Cash Flow Information

Cash Flow Information

19	Cash Flow Information

(a) Reconciliation of cash flow from operations with loss are income tax

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Loss for the period		(28,729	)		(26,094	)
Cash flows excluded from loss attributable to operating activities
- interest paid on borrowings		1,025			2,229
- interest paid on lease liabilities		857			-
Non-cash flows in loss:
- depreciation and amortisation expense		4,567			1,190
- impairment expense		6,849			4,181
- fair value gain/(loss) on convertible notes derivative		-			775
Net changes in assets and liabilities		5,862			13,231
- net exchange differences		(120	)		60
Cash flow from operations		(9,689	)		(4,428	)

Summary of Significant Accounting Policies (Details Narrative) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Statement Line Items [Line Items]
Loss for the period	$ (28,729)	$ (26,094)
Cash flows from (used in) operating activities	(9,689)	$ (4,428)
Net current liability	37,100
Assets (liabilities)	4,018		$ 10,519
Non-trading costs	5,800
Impairment charges of intangible assets	6,800
Negative working capital	$ 11,000		$ 29,400
Bottom of Range [Member]
Statement Line Items [Line Items]
Useful lives or amortisation rates, intangible assets other than goodwill	5 years
Top of Range [Member]
Statement Line Items [Line Items]
Useful lives or amortisation rates, intangible assets other than goodwill	50 years
Bank Facilities [Member]
Statement Line Items [Line Items]
Facility description	Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility.

Trade and Other Payables - Disclosure of Detailed Information About Trade and Other Current Payables (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Trade and other payables [abstract]
Trade payables	$ 16,537	$ 23,580
Accruals	6,673	10,150
Employee benefits liabilities	1,908	1,815
Trade and other current payables	$ 25,118	$ 35,545

Related Parties

6 Months Ended

Jul. 31, 2019

Disclosure of transactions between related parties [abstract]

Related Parties

18	Related Parties

(a) The Group’s main related parties are as follows:

Cullen Group is incorporated in New Zealand and was a significant shareholder prior to the Naked merger in June 2018.

Key management personnel

Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members.

(b)

Loans to/from related parties

	Opening balance NZ$000s			Closing balance NZ$000s
Loans to related parties
Whitespace Atelier Limited - 31 July 2019		282			-
Whitespace Atelier Limited - 31 January 2019		273			282

Loans from related parties
SBL Holdings – 31 July 2019		(1,449	)		-
SBL Holdings – 31 January 2019		-			(1,449	)
EJ Watson – 31 July 2019		(2,289	)		(2,651	)
EJ Watson – 31 January 2019		-			(2,289	)

Whitespace Atelier Limited (“Whitespace”) is owned by a shareholder of Naked Brand Group Limited. On 1 Feb 2017, Whitespace was engaged by the Group to procure stock from various suppliers at competitive prices. During the period ended 31 July 2019, purchases amounting to $4.3m (6 months to 31 January 2019: $6.0m) have been made from Whitespace. As at 31 July 2019, the Group has made prepayments to Whitespace amounting to $nil (31 January 2019: $0.3m).

Profit and Loss Information - Disclosure of Detailed Information About Profit Loss from Operating Activities (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details
Interest expense on external borrowings	$ (496)	$ (1,353)
Interest expense on shareholder loans	(255)	(1,062)
Interest (expense)/income on convertible loan notes	(274)	186
Interest expense on leases	(857)
Amortisation of loan set up costs	(348)	(225)
Finance costs	(2,230)	(2,454)
Fair value gain on foreign exchange contracts	729	2,306
Net foreign exchange gains/(losses)	224	1,228
Other foreign currency gains/(losses)	953	3,535
Impairment loss	(6,647)	(4,095)
Impairment of software	(202)	(64)
Impairment expense	(6,849)	(4,181)
Brand transition expenses	(258)	(199)
Restructure expenses		(526)
Transaction expenses	(5,588)	(4,432)
Brand transition, restructure and transaction cost	$ (5,846)	$ (5,157)

Operating Segment - Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Operating Segment
Segment EBITDA	$ (9,758)	$ (15,436)
Other reconciling items	(18,210)	(11,069)
Income tax (expense)/benefit	761	(411)
Total net loss after tax	$ (28,729)	$ (26,094)

Operating Segment - Disclosure of Detailed Information About Geographical Information (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Statement Line Items [Line Items]
Revenue	$ 42,094	$ 56,750
New Zealand [Member]
Statement Line Items [Line Items]
Revenue	14,876	20,984
Australia [Member]
Statement Line Items [Line Items]
Revenue	9,825	17,570
United States [Member]
Statement Line Items [Line Items]
Revenue	17,079	14,383
Europe [Member]
Statement Line Items [Line Items]
Revenue	$ 314	$ 3,813

- Definition

+ References

+ Details

Changes in Accounting Policies - Disclosure of Lease Liabilities Reclassification and Adjustments (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Feb. 02, 2019
Summary Of Significant Accounting Policies
Right-of-use assets	$ 25,683	$ 26,158
Lease contribution provision		1,102
Lease liabilities		(27,899)
Net reduction in retained earnings		$ 639

Intangible Assets - Disclosure of Detailed Information About Movements in Carrying Amounts of Intangible Assets (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019	Jul. 31, 2018
Disclosure of detailed information about intangible assets [line items]
Balance at the beginning of the period	$ 37,864	$ 17,287
Additions		24,957
Disposals
Amortisation expense	(9)	(111)
Impairment	(6,849)	(3,867)
Reclassification to tangible fixed assets	(51)
Foreign exchange movements	1,477	(403)
Closing value	32,431	37,864	$ 17,287
Goodwill [Member]
Disclosure of detailed information about intangible assets [line items]
Balance at the beginning of the period	2,320	2,399
Additions
Disposals
Amortisation expense
Impairment	(2,480)
Reclassification to tangible fixed assets
Foreign exchange movements	160	(79)
Closing value		2,320	2,399
Patents and Licences [Member]
Disclosure of detailed information about intangible assets [line items]
Balance at the beginning of the period	25,075	217
Additions		24,957
Disposals
Amortisation expense		(99)
Impairment	(2,037)
Reclassification to tangible fixed assets
Foreign exchange movements	1,164
Closing value	24,202	25,075	217
Brands [Member]
Disclosure of detailed information about intangible assets [line items]
Balance at the beginning of the period	10,205	14,395
Additions
Disposals
Amortisation expense
Impairment	(2,130)	(3,867)
Reclassification to tangible fixed assets
Foreign exchange movements	154	(323)
Closing value	8,229	10,205	14,395
Software [Member]
Disclosure of detailed information about intangible assets [line items]
Balance at the beginning of the period	263	276
Additions
Disposals
Amortisation expense	(9)	(12)
Impairment	(202)		(64)
Reclassification to tangible fixed assets	(51)
Foreign exchange movements	(1)	(1)
Closing value		$ 263	$ 276

Share Capital (Details Narrative) - shares	Jul. 31, 2019	Jan. 31, 2019
Disclosure of classes of share capital [abstract]
Number of warrants outstanding	40,713,000	4,900

Provisions

6 Months Ended

Jul. 31, 2019

Provisions [abstract]

Provisions

13	Provisions

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Current:
Lease contributions		-		179
Make good		863		742
		863		921

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Non-current:		-		906
Lease contributions		1,517		1,466
Make good		1,517		2,372

	Lease contributions NZ $000’s			Onerous contracts NZ $000’s			Make good NZ $000’s			Total NZ $000’s
Opening balance at 1 February 2019		1,085			-			2,208			3,293
Impact of IFRS 16		(1,085	)		-			299			(786	)
Additional provisions recognised		-			-			-			-
Unused amounts reversed		-			-			-			-
Unwinding of discounts		-			-			-			-
Amounts used during the year		-			-			(58	)		(58	)
Other movements		-			-			(69	)		(69	)
Exchange differences		-			-			-			-
		-			-			2,380			2,380

Opening balance at 1 August 2018		1,146			49			2,363			3,558
Additional provisions recognised		236			-			595			1,179
Unused amounts reversed		-			-			(662	)		(662	)
Unwinding of discounts		-			-			271			271
Amounts used during the year		(293	)		(49	)		(77	)		(475	)
Exchange differences		34			-			38			72
Balance at 31 January 2019		1,085			-			2,208			3,293

Make good

In accordance with certain lease agreements, the Group must refurbish and restore the lease premises to a condition agreed with the landlord at the end of the lease term or as prescribed. The provision has been calculated using a pre-tax discount rate of 2% (31 January 2019: 2%), and other market assumptions and re-assessed annually.

Related Parties (Details Narrative) - Whitespace Atelier Limited [Member] - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Statement Line Items [Line Items]
Purchases of goods, related party transactions	$ 4,300	$ 6,000
Prepayments		$ 300

Profit and Loss Information (Details Narrative) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details
Applicable tax rate	30.00%	30.00%
Tax losses	$ 158,200	$ 130,600
De-recognised deferred tax assets	$ 701,000

Property, Plant and Equipment

6 Months Ended

Jul. 31, 2019

Disclosure of detailed information about property, plant and equipment [abstract]

Property, Plant and Equipment

8	Property, plant and equipment

	31 July 2019 NZ $000’s			31 January 2019 NZ $000’s

Plant, furniture, fittings and motor vehicles
At cost		26,757			25,666
Accumulated depreciation		(25,231	)		(25,167	)
		1,526			499

Leasehold improvements
At cost		11,396			12,035
Accumulated depreciation		(8,731	)		(8,771	)
		2,665			3,264
		4,191			3,763

(a)

Movements in carrying amounts of property, plant and equipment

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial period:

Leasehold improvements

NZ $000’s

Plant, furniture, fittings and motor vehicles

NZ$000’s

Total

NZ $000’s

For the 6 months ended 31 July 2019

Balance at the beginning of the period

3,264

499

3,763

Additions

605

Disposals

(29

)

(29

)

Depreciation expense

(241

)

(213

)

Reclassification from intangible assets

(351

)

402

Foreign exchange movements

)

Closing value at 31 July 2019

2,665

1,526

4,191

	Leasehold improvements NZ $000’s			Plant, furniture, fittings and motor vehicles NZ$000’s			Total NZ $000’s
For the 6 months ended 31 January 2019
Balance at the beginning of the period		3,566			488			4,054
Additions		139			1,998			2,137
Disposals		(105	)		(2,345	)		(2,450	)
Depreciation expense		(481	)		(601	)		(1,082	)
Impairment		-			(211	)		(211	)
Foreign exchange movements		145			1,170			1,315
Closing value at 31 January 2019		3,264			499			3,763

Earnings Per Share - Disclosure of Detailed Information About Earning Loss Per Share (Details) - NZD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited
From continuing operations attributable to the ordinary equity holders of the company	$ (0.52)	$ (1.28)
Total basic and diluted loss per share attributable to the ordinary equity holders of the company	$ (0.52)	$ (1.28)
Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share:	$ (27,215)	$ (26,515)
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share	55,007,126	20,692,359

Earnings Per Share

6 Months Ended

Jul. 31, 2019

Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited

Earnings Per Share

16	Earnings per Share

(a)

Basic and diluted loss per share

6 months to

31 July 2019
NZ $

6 months to

31 July 2018
NZ $

From continuing operations attributable to the ordinary equity holders of the company

(0.52

)

(1.28

)

Total basic and diluted loss per share attributable to the ordinary equity holders of the company

(0.52

)

(1.28

)

All convertible notes and warrants issued during the period are not included in the calculation of diluted loss per share because they are antidilutive in nature for the period ended 31 July 2019. These notes could potentially dilute earnings/loss per share in the future.

(b)

Reconciliation of loss used in calculating earnings per share

6 months to

31 July 2019

NZ $000’s

6 months to

31 July 2018

NZ $000’s

Basic and diluted loss per share

Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share:

(28,729

)

(26,515

)

(c)

Weighted average number of shares used as the denominator

31 July 2019

Number

31 July 2018
Number

Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share

55,007,126

20,692,359

Intangible Assets

6 Months Ended

Jul. 31, 2019

Disclosure of detailed information about intangible assets [abstract]

Intangible Assets

9	Intangible assets

	31 July 2019 NZ $000’s			31 January 2019 NZ $000’s
Goodwill
Cost		5,993			5,607
Accumulated impairment		(5,993	)		(3,287	)
		-			2,320
Patents and licences
Cost		27,157			25,993
Accumulated amortisation and impairment		(2,955	)		(918	)
		24,202			25,075
Brands
Cost		14,901			14,769
Accumulated amortisation and impairment		(6,672	)		(4,563	)
		8,229			10,205
Software
Cost		15,716			15,718
Accumulated amortisation and impairment		(15,716	)		(15,455	)
		-			263

Total intangible assets		32,431			37,864

(a)

Movements in carrying amounts of intangible assets

	Goodwill NZ $000’s			Patents and licences NZ $000’s			Brands NZ $000’s			Software NZ $000’s			Total NZ $000’s
For the 6 months ended 31 July 2019
Balance at the beginning of the period		2,320			25,075			10,205			263			37,864
Additions		-			-			-			-			-
Disposals		-			-			-			-			-
Amortisation expense		-			-			-			(9	)		(9	)
Impairment		(2,480	)		(2,037	)		(2,130	)		(202	)		(6,849	)
Reclassification to tangible fixed assets		-			-			-			(51	)		(51	)
Foreign exchange movements		160			1,164			154			(1	)		1,477
Closing value at 31 July 2019		-			24,202			8,229			-			32,431

	Goodwill NZ $000’s			Patents and licences NZ $000’s			Brands NZ $000’s			Software NZ $000’s			Total NZ $000’s
For the 6 months ended 31 January 2019
Balance at the beginning of the period		2,399			217			14,395			276			17,287
Additions		-			24,957			-			-			24,957
Disposals		-			-			-			-			-
Amortisation expense		-			(99	)		-			(12	)		(111	)
Impairment		-			-			(3,867	)		-			(3,867	)
Foreign exchange movements		(79	)		-			(323	)		(1	)		(403	)
Closing value at 31 January 2019		2,320			25,075			10,205			263			37,864

(b)

Impairment of goodwill

For the purpose of impairment testing, goodwill is allocated to cash-generating units as below:

Description of cash-generating unit (CGU)

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

United States		2,480		3,399
Impairment of goodwill		2,480		3,399

Impairment assumption

Goodwill on the merger of Naked Inc. was allocated to the Group’s operation in United States which is the cash generating unit (CGU) for the purpose of impairment testing. On the 30^th September 2019 the Group resolved to close its Wholesale operations in the United States. As at the date of signing the interim financial statements, the restructure is still in progress.

The result of the impairment assessment is that the carrying value of goodwill amount of $2,480 thousand is impaired. As such, the goodwill has been fully impaired during the half year ended 31 July 2019.

(c)

Impairment of patents & licences

Impairment charge relating to patents & licences is a result of the impairment of the Fredericks of Hollywood (FOH) licence which was acquired on 15 November 2018 as part of the Stock Purchase Agreement with the shareholders of FOH Online Corp Inc. The Group also fully impaired the carrying value of patents and licence acquired as part of the Naked merger.

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

FOH licence		1,914		-
Naked patents & licence		123		-
Impairment of patents & licences		2,037		-

Impairment assumptions

Management has determined the recoverable amount of the FOH licence asset by assessing the fair value less cost of disposal (FVLCOD) of the underlying assets. The relief from royalty method adopted to complete the valuation determines, in lieu of ownership, the cost that would be required to obtain comparable rights to use the asset via a third-party licence arrangement. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates shown below. These growth rates do not exceed the long-term average growth rates for the industry. The result of the impairment assessment is that the carrying value of the FOH licence exceeded the fair value less costs to sell by an amount of $1,914 thousand. As such, the FOH licence asset has been partially impaired during the half year ended 31 July 2019.

Management’s approach and the key assumptions used to determine the FVLCOD were as follows: Sales growth: 5.0%

Royalty rate: 5.0%

Cash flow - revenue forecast period: 5 years

Post-tax discount rate (%): 10.5%

Long term sales growth rate (%): 2%

(d)

Impairment for indefinite-life brand intangibles

Brand intangible assets represent brands historically acquired by the Group and include Pleasure State, Davenport, Lovable and Naked.

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

Brands - Naked		2,130		696
Impairment for indefinite-lived brand intangibles		2,130		696

Impairment assumptions

Management has determined the recoverable amount of the indefinite-life brand assets by assessing the fair value less cost of disposal (FVLCOD) of the underlying assets. The relief from royalty method adopted to complete the valuation determines, in lieu of ownership, the cost that would be required to obtain comparable rights to use the asset via a third-party licence arrangement. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates shown below. These growth rates do not exceed the long-term average growth rates for the industry. The result of the impairment assessment is that the carrying value of the Naked brand merger exceeded the fair value less costs to sell by an amount of $2,130 thousand. It is also managements intention to close the Company’s wholesale business in the US and phase out trading of the Naked brand resulting in a decision to impair brand and goodwill (note b) in full. There is no further impairment for other brands. As such, the indefinite-life brand assets have been partially impaired during the half year ended 31 July 2019.

Management’s approach and the key assumptions used to determine the FVLCOD were as follows: Sales growth: 2.5% (31 January 2019: 2.5%)

Royalty rate: 5.0% (31 January 2019: 5.0%)

Cash flow - revenue forecast period: 5 years (31 January 2019: 5 years)

Post-tax discount rate (%) for US brands: 10.5% (31 January 2019: 10.5%)

Post-tax discount rate (%) for NZ brands: 11.75% (31 January 2019: 11.75%)

Long term sales growth rate (%): 2% (31 January 2019: 2%)

Impact of possible changes in key assumptions

The directors have made judgements and estimates to assess indefinite-lived brand assets for impairment. Should these judgements and estimates not occur the resulting carrying amount may decrease.

The sensitivities that have been separately modelled are as follows:

(a) a 2.1% increase in the post-tax discount rate

(b) sales growth rate reduced to 0%

The carrying amounts of the indefinite-lived brand intangible assets are sensitive to assumptions used in the impairment test calculations including the post-tax discount rate and sales growth rate. A 2.1% increase in the post-tax discount rate would result in an impairment of $5,604 thousand (31 January 2019: an increase of 2.1% would result an impairment of $951 thousand) against the carrying amount of the indefinite-lived brand intangibles. A reduction of the sales growth rate to 0% would result in an impairment of $6,052 thousand (31 January 2019: a reduction to 0% would result an impairment of $1,554 thousand) against the carrying amount of the indefinite-lived brand intangible assets.

(e)

Impairment of software

Impairment charge relating to software ($0.2m) is due to management deciding to fully impair the costs on a prior ERP upgrade, as this software will need to be replaced with a more advanced system.

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

Software		202		64
Impairment of software		202		64

Share Capital - Disclosure of Warrants Outstanding (Details) - $ / shares	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Disclosure of classes of share capital [line items]
Number of warrants outstanding	40,713,000	4,900
Warrants One [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Mar-19
Expiry date	Mar-23
Number of warrants outstanding	1,400,000
Warrants Two [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Mar-19
Expiry date	Mar-24
Number of warrants outstanding	10,196,000
Warrants Three [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Apr-19
Expiry date	Apr-22
Number of warrants outstanding	50,000
Warrants Three [Member] \| Top of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 0.01
Warrants Three [Member] \| Bottom of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 0.50
Warrants Four [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	May-19
Expiry date	May-21
Number of warrants outstanding	1,000,000
Warrants Five [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Jul-19
Expiry date	May-25
Number of warrants outstanding	17,010,000
Warrants Six [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Mar-19
Expiry date	Mar-21
Number of warrants outstanding	4,228,000
Warrants Six [Member] \| Top of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 1.00
Warrants Six [Member] \| Bottom of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 0.50
Warrants Seven [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Nov-17
Expiry date	Nov-21
Number of warrants outstanding	200,000
Warrants Seven [Member] \| Top of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 1.50
Warrants Seven [Member] \| Bottom of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 2.00
Warrants Eight [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Oct-18
Expiry date	Oct-21
Number of warrants outstanding	2,000,000
Warrants Nine [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Nov-17
Expiry date	Nov-19
Number of warrants outstanding	288,000
Warrants Ten [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Dec-17
Expiry date	Dec-20
Number of warrants outstanding	1,066,000
Warrants Eleven [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Apr-18
Expiry date	Apr-20
Number of warrants outstanding	514,000
Warrants Twelve [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	May-18
Expiry date	May-20
Number of warrants outstanding	203,000
Warrants Twelve [Member] \| Top of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 4.00
Warrants Twelve [Member] \| Bottom of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 2.01
Warrants Thirteen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Jun-18
Expiry date	Jun-20
Number of warrants outstanding	343,000
Warrants Fourteen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Jun-18
Expiry date	Jun-23
Number of warrants outstanding	800,000
Warrants Fifteen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Jul-18
Expiry date	Aug-19
Number of warrants outstanding	267,000
Warrants Sixteen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Mar-19
Expiry date	Jun-20
Number of warrants outstanding	667,000
Warrants Seventeen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	May-18
Expiry date	May-21
Number of warrants outstanding	282,000
Warrants Seventeen [Member] \| Top of Range [Member]
Disclosure of classes of share capital [line items]
Average exercise price	$ 4.01
Warrants Eighteen [Member]
Disclosure of classes of share capital [line items]
Issuance date of warrants	Apr-19
Expiry date	Jan-21
Number of warrants outstanding	200,000

Operating Segment - Disclosure of Reconciliation of Segment Revenue to Profit or Loss and Other Comprehensive Income (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Operating Segment
Total segment revenue	$ 47,809	$ 65,736
Intersegment eliminations	(5,715)	(8,986)
Total external revenue	$ 42,094	$ 56,750

- Definition

+ References

+ Details

Right-of-Use Assets (Tables)

6 Months Ended

Jul. 31, 2019

Right-of-use Assets

Disclosure of Right-of-Use Assets

	Land & Buildings			Plant, furniture, fittings and motor vehicles			Total
	NZ $000’s			NZ $000’s			NZ $000’s
Balance as at 1 February		26,933			542			27,475
Additions to right-of-use-assets		2,481			72			2,553
Depreciation charge for the year		(4,224	)		(121	)		(4,345	)
Balance at 31 July 2019		25,190			493			25,683

Disclosure of Amounts Recognised in Profit or Loss

	2019
	NZ $000’s
Interest of lease liabilities		857

Derivative Financial Instruments (Tables)

6 Months Ended

Jul. 31, 2019

Derivative Financial Instruments

Schedule of Derivative Financial Instruments

31 July 2019

NZ $000’s

31 January 2019
NZ $000’s

Current liabilities

Forward exchange contracts

1,484

Related Parties - Disclosure of Transactions Between Related Parties (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Whitespace Atelier Limited [Member]
Disclosure of transactions between related parties [line items]
Loans to related parties, opening balance	$ 282	$ 273
Loans to related parties, closing balance		282
SBL Holdings [Member]
Disclosure of transactions between related parties [line items]
Loans from related parties, opening balance	(1,449)
Loans from related parties, closing balance		(1,449)
EJ Watson [Member]
Disclosure of transactions between related parties [line items]
Loans from related parties, opening balance	(2,289)
Loans from related parties, closing balance	$ (2,651)	$ (2,289)

Fair Value Measurement (Tables)

6 Months Ended

Jul. 31, 2019

Fair Value Measurement

Schedule of Fair Value Measurement of Assets and Liabilities

The table below shows the assigned level for each asset and liability held at fair value by the Group:

	Level 1 NZ$000’s		Level 2 NZ$000’s		Level 3 NZ$000’s		Total
31 July 2019
Financial liabilities
Foreign exchange contracts		-		-		-		-

31 January 2019
Recurring fair value measurements
Financial liabilities
Foreign exchange contracts		-		1,484		-		1,484

Document and Entity Information	6 Months Ended
Document and Entity Information	Jul. 31, 2019
Document And Entity Information
Entity Registrant Name	NAKED BRAND GROUP Ltd
Entity Central Index Key	0001707919
Document Type	6-K
Document Period End Date	Jul. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

Operating Segment (Tables)

6 Months Ended

Jul. 31, 2019

Operating Segment

Disclosure of Reconciliation of Segment Revenue to Profit or Loss and Other Comprehensive Income

Reconciliation of segment revenue to consolidated statements of profit or loss and other comprehensive income:

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Total segment revenue		47,809			65,736
Intersegment eliminations		(5,715	)		(8,986	)
Total external revenue		42,094			56,750

Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Segment EBITDA		(9,758	)		(15,436	)
Other reconciling items		(18,210	)		(11,069	)
Income tax (expense)/benefit		(761	)		411
Total net loss after tax		(28,729	)		(26,094	)

Disclosure of Detailed Information About Geographical Information

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

New Zealand		14,876		20,984
Australia		9,825		17,570
United States		17,079		14,383
Europe		314		3,813
		42,094		56,750

Disclosure of Detailed Information About Segment Performance

	NZ Retail NZ$000’s			AU Retail NZ$000’s			NZWholesale NZ$000’s			AUWholesale NZ$000’s			US Wholesale NZ$000’s			EU Wholesale NZ$000’s			e-commerce NZ$000’s			Unallocated NZ$000’s			Total
For the 6 months ended 31 July 2019
Revenue from external customers		12,498			6,502			1,569			3,289			3,242			314			14,680			-			42,094
		12,498			6,502			1,569			3,289			3,242			314			14,680			-			42,094
Cost of sales		(6,820	)		(3,007	)		(820	)		(2,545	)		(2,374	)		(130	)		(10,417	)		(2,016	)		(28,129	)
Gross margin		5,678			3,495			749			744			868			184			4,263			(2,016	)		13,965
Other segment expenses*		(5,028	)		(2,618	)		(636	)		(1,299	)		(1,303	)		(127	)		(6,169	)		-			(17,180	)
Unallocated expenses
Administrative expenses		-			-			-			-			-			-			-			(558	)		(558	)
Corporate expenses		-			-			-			-			-			-			-			(5,656	)		(5,656	)
Other foreign exchange loss		-			-			-			-			-			-			-			(329	)		(329	)
EBITDA		650			877			113			(555	)		(435	)		57			(1,906	)		(8,559	)		(9,758	)
Brand transition, restructure and transaction expenses		-			-			-			-			-			-			-			(5,846	)		(5,846	)
Finance expense		-			-			-			-			-			-			-			(2,230	)		(2,230	)
Impairment expense		-			-			-			-			-			-			-			(6,849	)		(6,849	)
Depreciation and amortisation		-			-			-			-			-			-			-			(4,567	)		(4,567	)
Fair value gain on foreign exchange contracts		-			-			-			-			-			-			-			729			729
Unrealised foreign exchange gain/(loss)		-			-			-			-			-			-			-			553			553
Fair value gain on Convertible Note derivative		-			-			-			-			-			-			-			-			-
Profit/(loss) after income tax		650			877			113			(555	)		(435	)		57			(1,906	)		(26,769	)		(27,968	)
Income tax expense		-			-			-			-			-			-			-			(761	)		(761	)
Profit/(loss) after income tax		650			877			113			(555	)		(435	)		57			(1,906	)		(27,530	)		(28,729	)

* Other segment expenses relate to brand management expenses and some corporate expenses.

	NZ Retail NZ$000’s			AU Retail NZ$000’s			NZ Wholesale NZ$000’s			AU Wholesale NZ$000’s			US Wholesale NZ$000’s			EU Wholesale NZ$000’s			e-commerce NZ$000’s			Unallocated NZ$000’s			Total
For the 6 months ended 31 July 2018		15,571			8,758			4,556			6,757			3,047			3,813			14,248			-			56,750
Revenue from external customers		15,571			8,758			4,556			6,757			3,047			3,813			14,248			-			56,750
Cost of sales		(7,612	)		(4,246	)		(3,695	)		(5,246	)		(2,923	)		(3,007	)		(10,234	)		(2,109	)		(39,072	)
Gross margin		7,959			4,512			861			1,511			124			806			4,014			(2,109	)		17,678
Other segment expenses*		(6,856	)		(5,644	)		(672	)		(1,726	)		(1,187	)		(1,166	)		(5,375	)		-			(22,626	)
Unallocated expenses
Administrative expenses		-			-			-			-			-			-			-			(661	)		(661	)
Corporate expenses		-			-			-			-			-			-			-			(10,672	)		(10,672	)
Other foreign exchange gain/loss		-			-			-			-			-			-			-			845			845
EBITDA		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(12,597	)		(15,436	)
Brand transition, restructure and transaction expenses		-			-			-			-			-			-			-			(5,157	)		(5,157	)
Finance expense		-			-			-			-			-			-			-			(2,454	)		(2,454	)
Impairment expense		-			-			-			-			-			-			-			(4,182	)		(4,182	)
Depreciation and amortisation		-			-			-			-			-			-			-			(1,190	)		(1,190	)
Fair value gain on foreign exchange contracts		-			-			-			-			-			-			-			2,306			2,306
Unrealised foreign exchange gain/(loss)		-			-			-			-			-			-			-			383			383
Fair value gainon Convertible Note derivative		-			-			-			-			-			-			-			(775	)		(775	)
Profit/(loss) before income tax		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(23,666	)		(26,505	)
Income tax benefit		-			-			-			-			-			-			-			411			411
Profit/(loss) after income tax		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(23,255	)		(26,094	)

* Other segment expenses relate to brand management expenses and some corporate expenses.

Right-of-Use Assets

6 Months Ended

Jul. 31, 2019

Right-of-use Assets

Right-of-Use Assets

15	Right-of-use assets

The Group leases warehouse, retail and office facilities. The leases typically run for a period of 3 years with an option to renew the lease after that date. Lease payments are renegotiated every resigning period to reflect market rentals. Some leases provide for additional rent payments that are based on changes in local price indices. For certain leases, the Group is restricted from entering into any sub-leasing arrangements.

The Group also leases IT equipment and other point of sale equipment.

Information about leases for which the Group is a lessee is presented below:

Right-of-use assets

Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 8).

	Land & Buildings			Plant, furniture, fittings and motor vehicles			Total
	NZ $000’s			NZ $000’s			NZ $000’s
Balance as at 1 February		26,933			542			27,475
Additions to right-of-use-assets		2,481			72			2,553
Depreciation charge for the year		(4,224	)		(121	)		(4,345	)
Balance at 31 July 2019		25,190			493			25,683

Amounts recognised in profit or loss

	2019
	NZ $000’s
Interest of lease liabilities		857

Extension options

Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

Right-of-Use Assets (Details Narrative)	6 Months Ended
Right-of-Use Assets (Details Narrative)	Jul. 31, 2019
Right-of-use Assets
Lease term	3 years

Consolidated Balance Sheet - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Current assets
Cash and cash equivalents	$ 1,522	$ 1,962
Trade and other receivables	5,693	9,650
Inventories	17,962	21,120
Current tax receivable	240	215
Related party receivable		282
Total current assets	25,417	33,229
Non-current assets
Property, plant and equipment	4,191	3,763
Right-of-use assets	25,683
Deferred tax assets		692
Intangible assets	32,431	37,864
Total non-current assets	62,305	42,319
Total assets	87,722	75,548
Current liabilities
Trade and other payables	25,118	35,545
Borrowings	25,975	20,967
Lease liabilities	7,921
Foreign currency derivative financial instruments		1,484
Provisions	863	921
Related party payable	2,651	3,738
Total current liabilities	62,528	62,655
Non-current liabilities
Provisions	1,517	2,372
Lease liabilities	19,659
Total non-current liabilities	21,179	2,372
Total liabilities	83,704	65,027
Net assets	4,018	10,519
Equity
Share capital	155,536	134,183
Other reserves	(499)	(2,013)
Accumulated losses	(151,019)	(121,651)
Total equity	$ 4,018	$ 10,519

Basis of Preparation of Half Year Report

6 Months Ended

Jul. 31, 2019

Basis Of Preparation Of Half Year Report

Basis of Preparation of Half Year Report

2	Basis of preparation of half year report

The Company has presented its interim consolidated financial report for the half year ended 31 July 2019 in accordance with IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly this report should be read in conjunction with the last annual report for the year ended 31 January 2019 and any public announcement made by the Company during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

These interim financial statements are unaudited. In the opinion of management, these interim financial statements include all the adjustments necessary in order to make these interim financial statements not misleading.

(a)

Historical cost convention

The financial statements are based on historical costs, except for the measurement at fair value of selected financial assets and financial liabilities.

Share Capital (Tables)

6 Months Ended

Jul. 31, 2019

Disclosure of classes of share capital [abstract]

Disclosure of Detailed Information About Share Capital

31 July 2019
NZ $000’s

31 January 2019

NZ $000’s

108,603,213 (31 January 2019: 29,640,965) Ordinary shares

155,536

134,183

Disclosure of Detailed Information About Ordinary Shares Explanatory

Ordinary shares

	6 months to 31 July 2019 NZ $000’s		6 months to 31 January 2019 NZ $000’s
At the beginning of the reporting period		134,183		117,183
Issuance of ordinary shares:
- Cash collected		9,923		6,081
- Settle related party loan		1,449		-
- Shares issued in lieu of consultancy fee		129		-
- Shares issued in lieu of inventory payment		9,661		4,047
- Warrants issued		191		-
Asset acquisition of FOH Online Inc.		-		6,872
At the end of the reporting period		155,536		134,183

Disclosure of Warrants Outstanding

Warrants

The following warrants were outstanding as at 31 July 2019 (31 January 2019: 4.9m).

Average Exercise Price (USD)	Issue Date	Expiry Date	No. of warrants (000s)
	Mar-19	Mar-23		1,400
	Mar-19	Mar-24		10,196
$0.01 - $0.50	Apr-19	Apr-22		50
	May-19	May-21		1,000
	Jul-19	May-25		17,010
$0.50 - $1.00	Mar-19	Mar-21		4,228
$1.50 - $2.00	Nov-17	Nov-21		200
	Oct-18	Oct-21		2,000
	Nov-17	Nov-19		288
	Dec-17	Dec-20		1,066
	Apr-18	Apr-20		514
$2.01 - $4.00	May-18	May-20		203
	Jun-18	Jun-20		343
	Jun-18	Jun-23		800
	Jul-18	Aug-19		267
	Mar-19	Jun-20		667
$4.01+	May-18	May-21		282
	Apr-19	Jan-21		200
Total number of outstanding warrants as at 31 July 2019				40,713

Contingencies

6 Months Ended

Jul. 31, 2019

Disclosure of contingent liabilities [abstract]

Contingencies

Contingencies

A legal claim from a shareholder relating back to the Naked merger has been in progress for some time with the claim challenged by Naked.

Intangible Assets (Tables)

6 Months Ended

Jul. 31, 2019

Disclosure of detailed information about intangible assets [abstract]

Disclosure of Detailed Information About Intangible Assets

	31 July 2019 NZ $000’s			31 January 2019 NZ $000’s
Goodwill
Cost		5,993			5,607
Accumulated impairment		(5,993	)		(3,287	)
		-			2,320
Patents and licences
Cost		27,157			25,993
Accumulated amortisation and impairment		(2,955	)		(918	)
		24,202			25,075
Brands
Cost		14,901			14,769
Accumulated amortisation and impairment		(6,672	)		(4,563	)
		8,229			10,205
Software
Cost		15,716			15,718
Accumulated amortisation and impairment		(15,716	)		(15,455	)
		-			263

Total intangible assets		32,431			37,864

Disclosure of Detailed Information About Movements in Carrying Amounts of Intangible Assets

	Goodwill NZ $000’s			Patents and licences NZ $000’s			Brands NZ $000’s			Software NZ $000’s			Total NZ $000’s
For the 6 months ended 31 July 2019
Balance at the beginning of the period		2,320			25,075			10,205			263			37,864
Additions		-			-			-			-			-
Disposals		-			-			-			-			-
Amortisation expense		-			-			-			(9	)		(9	)
Impairment		(2,480	)		(2,037	)		(2,130	)		(202	)		(6,849	)
Reclassification to tangible fixed assets		-			-			-			(51	)		(51	)
Foreign exchange movements		160			1,164			154			(1	)		1,477
Closing value at 31 July 2019		-			24,202			8,229			-			32,431

	Goodwill NZ $000’s			Patents and licences NZ $000’s			Brands NZ $000’s			Software NZ $000’s			Total NZ $000’s
For the 6 months ended 31 January 2019
Balance at the beginning of the period		2,399			217			14,395			276			17,287
Additions		-			24,957			-			-			24,957
Disposals		-			-			-			-			-
Amortisation expense		-			(99	)		-			(12	)		(111	)
Impairment		-			-			(3,867	)		-			(3,867	)
Foreign exchange movements		(79	)		-			(323	)		(1	)		(403	)
Closing value at 31 January 2019		2,320			25,075			10,205			263			37,864

Disclosure of Information for Cash-generating Units

For the purpose of impairment testing, goodwill is allocated to cash-generating units as below:

Description of cash-generating unit (CGU)

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

United States		2,480		3,399
Impairment of goodwill		2,480		3,399

Disclosure of Impairment of Intangible Assets

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

FOH licence		1,914		-
Naked patents & licence		123		-
Impairment of patents & licences		2,037		-

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

Brands - Naked		2,130		696
Impairment for indefinite-lived brand intangibles		2,130		696

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

Software		202		64
Impairment of software		202		64

Borrowings

6 Months Ended

Jul. 31, 2019

Borrowings - Disclosure Of Detailed Information About Borrowings

Borrowings

12	Borrowings

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Current
Secured liabilities:
Bank Loans		20,000		20,000
Debt issuance costs in relation to bank loan		-		(270	)
Convertible notes		4,681		-
Other loan		1,294		1,237
		25,975		20,967

The fair value of borrowings is not considered to be materially different to their carrying amounts.

(a)

Bank loans and loan covenants

The term loan facility of $20m has been extended to 31 December 2019. At 31 July 2019 the balance of the term loan facility was NZD$20m.

The current interest rate on this loan is 5.66% (31 January 2019: 5.55%) per annum.

Bank of New Zealand has the first ranking charge over all assets of the Company. Under the terms of the major borrowing facility, the facility covenants were reset at 1 May 2019 after breaches of covenants during the period, and is currently subject to a minimum monthly inventory-bank debt cover ratio of 1.2. This ratio has been breached every month through to the date of signing of these reports, triggering an event of review. The bank has not taken any further action but is monitoring the situation.

(b)

Convertible notes

On 13 May 2019, the Company completed a private placement of a secured convertible note to a private investor for a purchase price of US$3.32 million, at an interest rate of 10% per annum, compounded daily, maturing on 13 November, 2020. We have the right to prepay the note, subject to a 15% premium. The note is secured by a second priority security interest over all assets and is subordinated to the BNZ bank debt. The noteholder has the right to convert the Note into Naked ordinary shares at a price of US$0.90 per share, and from 13 December 2019, has the right to redemption of any portion of the note, up to a maximum of US$400,000 per month.

The amount owing under the convertible notes has been classified as a current borrowing and amounted to $4.7 million as at 31 July 2019 (31 January 2019: $nil).

(c)

Other loans

This loan existed at 31 January 2019 and is no longer convertible, but remains payable at a future date.

The amount owing under the loan has been classified as a current borrowing and amounted to $1.3 million as at 31 July 2019 (31 January 2019: $1.2m).

(d)

Guarantees

A total of NZ$ 1.016m guarantees and financial instruments are covered under the BNZ bank facility.

Events Occurring After the Reporting Date

6 Months Ended

Jul. 31, 2019

Disclosure of non-adjusting events after reporting period [abstract]

Events Occurring After the Reporting Date

21	Events occurring after the reporting date

In August 2019, the following equity transactions occurred :

	(1)	28,571,431 ordinary shares, at a price of $0.07 per share in a cash offering and 28,571,431 warrants to purchase ordinary shares were issued to certain investors, for a total cash consideration of NZ $3.1m / US$2.0m. The warrants are immediately exercisable, expiring 5.5 years from the date of issue, at an exercise price per share of US$0.07, and may be exercised on a ‘cashless’ basis based on as Black Scholes valuation from 6 months after the issue. The Company also issued warrants to certain designees of the placement agent to purchase 2,285,714 ordinary shares at an exercise price of $0.0875 per share. The placement agent warrants are immediately exercisable and expire 5.5 years from date of the cash offering.

	(2)	The Company agreed to reduce the exercise price of outstanding warrants held by certain investors, consisting of warrants to purchase up to 18.55m ordinary shares at an exercise price of US$0.10 per share that expire in October 2021, June 2023 and July 2025. The Company agreed to amend each of the outstanding warrants to reduce the exercise price to US$0.07.

	(3)	The Company issued 57,142,857 ordinary shares to suppliers at a price of $0.07 per share in exchange for the cancellation of NZ$6.2m / US$4.0m trade payables and the establishment of prepayment credits.

In October 2019, the following funding transaction occurred :

The Company completed a private placement of a convertible promissory note and a warrant to purchase ordinary shares, for a purchase price of NZ$3.2m / US$2m, with a principal balance before discount and expenses of US$2.12m. The holder had the right to exchange the warrant for a 5% increase in the balance of the note. On October 9, 2019, the holder exercised this right, and as result the warrant was cancelled and the balance of the note was increased by US$106,100. The note balance was further increased to US$2.51m on November 21 2019 due to additional funding requirement deadline not being met. The note accrues daily interest at 20% p.a., and matures on October 4, 2021. The Company has the right to prepay the Note, subject to a 25% premium. The note is subordinated to the Company’s existing senior secured credit facility with the Bank of New Zealand, From April 7, 2020 the holder has the right to convert the outstanding balance of the note into the Company’s ordinary shares at a conversion price of US$0.05 per share.

In November 2019, the following funding transaction occurred :

The Company issued a NZ $ 4.8m / $US 3m convertible note in a private placement, maturing November 12 2021. The face value of the note is NZ $ 5.0m / $US 3.17m after discount and costs, with a cash consideration of $US 3m. The interest rate is 20% p.a.. The Company has the right to prepay the note at a 25% premium. The note is subordinated to the Company’s existing BNZ facility. The note outstanding balance is convertible into ordinary shares from May 13, 2020, at a conversion price of $US 0.04 per share. From May 13, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.4m per month. At same time 63.4m warrants were issued to the note holder at a $US 0.05 exercise price, exercisable at any time, with a November 30 2021 expiry date.

St. George Investments converted 12.1m convertible notes at an agreed $US 0.028 average price, reducing the principal value of the convertible note by $US 340k.

In December 2019, the following funding transaction occurred :

St. George Investments converted 75.3m convertible notes at an agreed price ranging from $US 0.020-0,025 price, reducing the principal value of the convertible not by $US 1690k.

On February 5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive business days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Compliance has been extended in November 2019 until February 3, 2020. In order to regain compliance, the bid price for shares of our Ordinary Shares must close at US$1.00 per share or more for a minimum of ten consecutive business days.

At the AGM on held on December 16, 2019 and in conjunction with a Board decision on timing, it was resolved to complete on December 20 2019 a reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time of the reverse stock split were combined into one Ordinary Share. This should resolve the Nasdaq requirement for a US $1.00 minimum share price.

The senior secured credit facility with the Bank of New Zealand matured on August 31, 2019 and has been extended to December 31 2019, with discussions underway to extend for a further period beyond 12 months. The bank covenants were breached since January 2019 and were reset at April 30, 2019. The reset inventory ratio has been breached to the date of signing these accounts.

A restructure or operations was commenced in October 2019 with initiatives to close the US wholesale business as well as the Australian office and to disestablish up to 50 roles globally by the end of the year, subject to consultation.

Trade and Other Payables

6 Months Ended

Jul. 31, 2019

Trade and other payables [abstract]

Trade and Other Payables

11	Trade and Other Payables

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s

Current
Trade payables		16,537		23,580
Accruals		6,673		10,150
Employee benefits liabilities		1,908		1,815
		25,118		35,545

Trade and other payables are unsecured, non-interest bearing and are normally due within 30 days however some the trade creditors are out of term as at 31 July 2019 and subsequent to the end of the financial period the company has reduced the out of term trade creditors but further work is required to bring all of the creditors in term. The carrying amounts are considered to be a reasonable approximation of fair value.

Fair Value Measurement

6 Months Ended

Jul. 31, 2019

Fair Value Measurement

Fair Value Measurement

17	Fair Value Measurement

The Group measures the following assets and liabilities at fair value on a recurring basis:

	●	Financial assets - derivative financial instruments
	●	Financial liabilities - derivative financial instruments

Fair value hierarchy

	All assets and liabilities measured at fair value to be assigned to a level in the fair value hierarchy as follows:

	Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
	Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
	Level 3	Unobservable inputs for the asset or liability.

Fair value hierarchy

The table below shows the assigned level for each asset and liability held at fair value by the Group:

	Level 1 NZ$000’s		Level 2 NZ$000’s		Level 3 NZ$000’s		Total
31 July 2019
Financial liabilities
Foreign exchange contracts		-		-		-		-

31 January 2019
Recurring fair value measurements
Financial liabilities
Foreign exchange contracts		-		1,484		-		1,484

There were no transfers between levels during the financial periods.

The carrying amount of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. Bank loans approximate fair value of the carrying amount on the basis of the variable nature of the interest rates associated with the loans.

Valuation techniques for fair value measurements categorised within level 2

The fair value of derivative financial instruments is determined using valuation techniques which maximise the use of observable market data where it is available and relies as little as possible on entity specific estimates.

Valuation techniques for fair value measurements categorised within level 3

The fair value of the derivative on convertible notes was determined using a Black-Scholes model. Measurement inputs include share price on measurement date, expected term of the instrument, risk free rate, expected volatility and expected dividend rate. The Company used valuations specialists to perform these valuations.

Consolidated Statement of Changes in Equity - NZD ($) $ in Thousands	Share Capital [Member]	Accumulated Losses [Member]	Foreign Currency Translation Reserve [Member]	Total
Balance at Jan. 31, 2018	$ 68,727	$ (72,431)	$ (2,006)	$ (5,710)
Loss for the half year		(26,094)		(26,094)
Other comprehensive income/(loss) for the half year			(420)	(420)
Total comprehensive loss for the half year		(26,094)	(420)	(26,515)
Issuance of new shares	30,101			30,101
Issuance of new shares from business combinations	14,196			14,196
Conversion of convertible notes	4,159			4,159
Balance at Jul. 31, 2018	117,183	(98,525)	(2,426)	16,232
Balance at Jan. 31, 2019	134,183	(121,651)	(2,013)	10,519
Adoption of IFRS 16 (Note 4)		(639)		(639)
Restated total equity	134,183	(122,290)	(2,013)	9,880
Loss for the half year		(28,729)		(28,729)
Other comprehensive income/(loss) for the half year			1,514	1,514
Total comprehensive loss for the half year		(28,729)	1,514	(27,215)
Issuance of new shares	19,713			19,713
Warrants issued	191			191
Conversion of debt	1,449			1,449
Balance at Jul. 31, 2019	$ 155,536	$ (151,019)	$ (499)	$ 4,018

Property, Plant and Equipment - Disclosure of Detailed Information About Property, Plant and Equipment (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019	Jul. 31, 2018
Statement Line Items [Line Items]
Property, plant and equipment	$ 4,191	$ 3,763	$ 4,054
Plant, Furniture, Fittings and Motor Vehicles [Member]
Statement Line Items [Line Items]
Property, plant and equipment	1,526	499	488
Plant, Furniture, Fittings and Motor Vehicles [Member] \| At Cost [Member]
Statement Line Items [Line Items]
Property, plant and equipment	26,757	25,666
Plant, Furniture, Fittings and Motor Vehicles [Member] \| Accumulated Depreciation [Member]
Statement Line Items [Line Items]
Property, plant and equipment	(25,231)	(25,167)
Leasehold improvements [Member]
Statement Line Items [Line Items]
Property, plant and equipment	2,665	3,264	$ 3,566
Leasehold improvements [Member] \| At Cost [Member]
Statement Line Items [Line Items]
Property, plant and equipment	11,396	12,035
Leasehold improvements [Member] \| Accumulated Depreciation [Member]
Statement Line Items [Line Items]
Property, plant and equipment	$ (8,731)	$ (8,771)

Share Capital - Disclosure of Detailed Information About Ordinary Shares Explanatory (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Disclosure of classes of share capital [line items]
Balance, beginning	$ 134,183
Balance, ending	155,536	$ 134,183
Ordinary share [Member]
Disclosure of classes of share capital [line items]
Balance, beginning	134,183	117,183
Issuance of ordinary shares, cash collected	9,923	6,081
Issuance of ordinary shares, Settle related party loan	1,449
Issuance of new shares, Shares issued in lieu of consultancy fee	129
Shares issued in lieu of inventory payment	9,661	4,047
Issuance of ordinary shares, warrant issued	191
Asset acquisition of FOH Online Inc.		6,872
Balance, ending	$ 155,536	$ 134,183

Provisions - Disclosure of Detailed Information About Provisions (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Statement Line Items [Line Items]
Current provisions	$ 863	$ 921
Non-current provisions	1,517	2,372
Lease Contributions Provision [Member]
Statement Line Items [Line Items]
Current provisions		179
Non-current provisions		906
Make Good Provision [Member]
Statement Line Items [Line Items]
Current provisions	863	742
Non-current provisions	$ 1,517	$ 1,466

Share Capital

6 Months Ended

Jul. 31, 2019

Disclosure of classes of share capital [abstract]

Share Capital

14	Share Capital

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s

108,603,213 (31 January 2019: 29,640,965) Ordinary shares		155,536		134,183

Ordinary shares

	6 months to 31 July 2019 NZ $000’s		6 months to 31 January 2019 NZ $000’s
At the beginning of the reporting period		134,183		117,183
Issuance of ordinary shares:
- Cash collected		9,923		6,081
- Settle related party loan		1,449		-
- Shares issued in lieu of consultancy fee		129		-
- Shares issued in lieu of inventory payment		9,661		4,047
- Warrants issued		191		-
Asset acquisition of FOH Online Inc.		-		6,872
At the end of the reporting period		155,536		134,183

The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the Company. On a show of hands at meetings of the Company, each holder of ordinary shares has one vote in person or by proxy, and upon a poll each share is entitled to one vote.

The Group does not have authorised capital or par value in respect of its shares.

Warrants

The following warrants were outstanding as at 31 July 2019 (31 January 2019: 4.9m).

Average Exercise Price (USD)	Issue Date	Expiry Date	No. of warrants (000s)
	Mar-19	Mar-23		1,400
	Mar-19	Mar-24		10,196
$0.01 - $0.50	Apr-19	Apr-22		50
	May-19	May-21		1,000
	Jul-19	May-25		17,010
$0.50 - $1.00	Mar-19	Mar-21		4,228
$1.50 - $2.00	Nov-17	Nov-21		200
	Oct-18	Oct-21		2,000
	Nov-17	Nov-19		288
	Dec-17	Dec-20		1,066
	Apr-18	Apr-20		514
$2.01 - $4.00	May-18	May-20		203
	Jun-18	Jun-20		343
	Jun-18	Jun-23		800
	Jul-18	Aug-19		267
	Mar-19	Jun-20		667
$4.01+	May-18	May-21		282
	Apr-19	Jan-21		200
Total number of outstanding warrants as at 31 July 2019				40,713

Intangible Assets (Details Narrative) - NZD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Disclosure of detailed information about intangible assets [line items]
Impairment loss recognised in profit or loss, goodwill	$ 2,480	$ 3,399
Increase in post-tax discount rate	2.10%
Decrease in sales growth rate	0.00%
Impact of possible changes in key assumptions used in impairment test calculations	A 2.1% increase in the post-tax discount rate would result in an impairment of $5,604 thousand (31 January 2019: an increase of 2.1% would result an impairment of $951 thousand) against the carrying amount of the indefinite-lived brand intangibles. A reduction of the sales growth rate to 0% would result in an impairment of $6,052 thousand (31 January 2019: a reduction to 0% would result an impairment of $1,554 thousand) against the carrying amount of the indefinite-lived brand intangible assets.
Impairment of intangible assets	$ 951
FOH License [Member]
Disclosure of detailed information about intangible assets [line items]
Amount of fair value less costs	$ 1,914
Sales growth rate used to extrapolate cash flow projections	5.00%
Royalty rate	5.00%
Cash flow forecast period	5 years
Post-tax discount rate	10.50%
Growth rate used to extrapolate cash flow projections	2.00%
Brands [Member]
Disclosure of detailed information about intangible assets [line items]
Amount of fair value less costs	$ 2,130
Sales growth rate used to extrapolate cash flow projections	2.50%		2.50%
Royalty rate	5.00%		5.00%
Cash flow forecast period	5 years		5 years
Growth rate used to extrapolate cash flow projections	2.00%		2.00%
US Brands [Member]
Disclosure of detailed information about intangible assets [line items]
Post-tax discount rate	10.50%		10.50%
NZ Brands [Member]
Disclosure of detailed information about intangible assets [line items]
Post-tax discount rate	11.75%		11.75%
Software [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment loss recognised in profit or loss, goodwill	$ 200

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2019

Summary Of Significant Accounting Policies

Disclosure of Detailed Information About Estimated Useful Lives of Property, Plant and Equipment

The estimated useful lives used for each class of depreciable asset are shown below:

Fixed asset class	Useful life

Leasehold improvements	1 - 10 years and where shorter over the lease term
Plant, furniture, fittings and motor vehicles	3 - 7 years

Changes in Accounting Policies

6 Months Ended

Jul. 31, 2019

Changes In Accounting Policies

Changes in Accounting Policies

4	Changes in accounting policies

(a)

IFRIC 23 - Uncertainty over Income Tax Treatments

IFRIC 23 provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation requires:

	●	The Group to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution;
	●	The Group to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and
	●	if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Group has adopted IFRIC 23 as at February 1, 2019. The adoption has not resulted in any material impacts to the financial report.

(b)

IFRS 16 - Leases

This note explains the impact of the adoption of IFRS 16 Leases on the Group’s financial statements and discloses the new accounting policies that have been applied from 1 February 2019, where they are different to those applied in prior periods.

IFRS 16 Leases

The Group has adopted IFRS 16 from 1 February 2019. The standard replaces IAS 17 ‘Leases’ and for lessees eliminates the classifications of operating leases and finance leases. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under IFRS 16 will be higher when compared to lease expenses under IAS 17. However, EBITDA (Earnings Before Interest, Tax, Depletion, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Impact of the adoption of IFRS 16 on the financial position as at 1 February 2019:

IFRS 16 was adopted without restating comparative information using the modified retrospective approach. The reclassifications and the adjustments arising from IFRS 16 are therefore not reflected in the restated statement of financial position as at 31 January 2019 but are recognised in the statement of financial position on 1 February 2019.

	1 February 2019 $’000
Right-of-use assets		26,158
Lease contribution provision		1,102
Lease liabilities		(27,899	)
Net reduction in retained earnings		639

Profit and Loss Information

6 Months Ended

Jul. 31, 2019

Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details

Profit and Loss Information

6	Profit and loss information

(a)

Revenue from continuing operations

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Gross revenue		47,809			61,282
Rebates		(5,715	)		(4,532	)
		42,094			56,750

Sale of goods
- Retail		19,000			24,425
- Wholesale		8,414			18,077
- On line		14,680			14,248
		42,094			56,750

Disaggregation of revenue

The Group derives its revenue from the transfer of goods at a point in time. The table above provides a breakdown of revenue by major business line. The categories above depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic data. As disclosed in Note 7, the Group has seven operating segments.

(b)

Significant items

The loss for the half year was derived after charging / (crediting) the following items that are unusual and of significance because of their size, nature and incidence:

Finance costs
- Interest expense on external borrowings	(496	)	(1,353	)
- Interest expense on shareholder loans	(255	)	(1,062	)
- Interest (expense)/income on convertible loan notes	(274	)	186
- Interest expense on leases	(857	)	-
- Amortisation of loan set up costs	(348	)	(225	)
	(2,230	)	(2,454	)

Other foreign currency gains/(losses)
- Fair value gain on foreign exchange contracts	729		2,306
- Net foreign exchange gains/(losses)	224		1,228
	953		3,535
Impairment expense
- Impairment loss	(6,647	)	(4,095	)
- Impairment of software	(202	)	(64	)
	(6,849	)	(4,159	)

Brand transition, restructure and transaction expenses
- Brand transition expenses	(258	)	(199	)
- Restructure expenses	-		(526	)
- Transaction expenses	(5,588	)	(4,432	)
	(5,846	)	(5,157	)

(c)

Income tax/(benefit)

Income tax expense/(benefits) is recognised based on the parent company’s effective annual income tax rate expected for the full financial year. The annual tax rate used for the half year to 31 July 2019 is 30% (6 month to 31 July 2018: 30%). The Group has assessed future forecast profits and concluded that not enough criteria have been satisfied to recognise any deferred tax assets at the period ended 31 July 2019. Unused tax losses do not have an expiry date.

The major components of tax expense/(benefit) comprise:

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s
Current tax
Current tax on losses for the period		9			(411	)
Adjustment for current tax on prior periods		51			-
Total current tax expense/(benefit)		60			(411	)

Deferred tax
Decrease/(increase) in deferred tax asset		701			-
Income tax benefit for continuing operations		761			(411	)
Reconciliation of income tax to accounting loss:
Loss before income tax		(27,968	)		(26,505	)
Tax at New Zealand tax rate 28%		(7,831	)		(7,421	)

Tax effect of:
- permanent differences		75			-
- adjustments in respect of current tax or prior periods		76			-
- effects of different tax rates of subsidiaries operating in other jurisdictions		(641	)		27
- deferred tax assets relating to the current period not recognised		7,727			7,761
- other		1,355			(777	)
Income tax expense/(benefit)		761			(411	)

The Group has tax losses of $158.2m (year ended 31 January 2019: $130.6m) that have not been recognised in the financial statements. The ability to use these losses to offset future profits is subject to shareholder and business continuity criteria in each local tax jurisdiction. During the period, the Group de-recognised all deferred tax assets on timing differences carried forward from prior years, amounting to $701,000 after accounting for exchange rate differences.

Property, Plant and Equipment - Disclosure of Detailed Information About Movements in Carrying Amounts of Property, Plant and Equipment (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Statement Line Items [Line Items]
Balance at the beginning of the period	$ 3,763	$ 4,054
Additions	605	2,137
Disposals	(29)	(2,450)
Depreciation expense	(213)	(1,082)
Reclassification from intangible assets	51
Impairment		(211)
Foreign exchange movements	14	1,315
Balance at the end of the period	4,191	3,763
Leasehold improvements [Member]
Statement Line Items [Line Items]
Balance at the beginning of the period	3,264	3,566
Additions		139
Disposals		(105)
Depreciation expense	(241)	(481)
Reclassification from intangible assets	(351)
Impairment
Foreign exchange movements	(7)	145
Balance at the end of the period	2,665	3,264
Plant, Furniture, Fittings and Motor Vehicles [Member]
Statement Line Items [Line Items]
Balance at the beginning of the period	499	488
Additions	605	1,998
Disposals	(29)	(2,345)
Depreciation expense	28	(601)
Reclassification from intangible assets	402
Impairment		(211)
Foreign exchange movements	21	1,170
Balance at the end of the period	$ 1,526	$ 499

Summary of Significant Accounting Policies - Disclosure of Detailed Information About Estimated Useful Lives of Property, Plant and Equipment (Details)	6 Months Ended
	Jul. 31, 2019
Leasehold improvements [Member]
Statement Line Items [Line Items]
Useful lives or depreciation rates, property, plant and equipment	1 - 10 years
Plant, furniture, fittings and motor vehicles [Member]
Statement Line Items [Line Items]
Useful lives or depreciation rates, property, plant and equipment	3 - 7 years

Changes in Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2019

Changes In Accounting Policies

Disclosure of Lease Liabilities Reclassification and Adjustments

	1 February 2019 $’000
Right-of-use assets		26,158
Lease contribution provision		1,102
Lease liabilities		(27,899	)
Net reduction in retained earnings		639

Operating Segment - Disclosure of Detailed Information About Segment Performance (Details) - NZD ($)
$ in Thousands

6 Months Ended

Jul. 31, 2019

Jul. 31, 2018

Statement Line Items [Line Items]

Revenue

$ 42,094

$ 56,750

Cost of sales

(28,129)

(39,072)

Gross margin

13,965

17,678

Administrative expenses

(5,125)

(1,851)

Corporate expenses

(5,656)

(7,901)

Other foreign exchange gain/loss

(953)

(3,535)

EBITDA

(9,758)

(15,436)

Brand transition, restructure and transaction expenses

(5,846)

(5,157)

Finance expense

(2,230)

(2,454)

Fair value (gain)/loss on foreign exchange contracts

729

2,306

Fair value gain/(loss) on Convertible Note derivative

(775)

Profit/(loss) before income tax

(27,968)

(26,505)

Income tax expense

(761)

411

Loss for the period

(28,729)

(26,094)

Operating segments [Member]

Statement Line Items [Line Items]

Revenue from external customers

42,094

56,750

Revenue

42,094

56,750

Cost of sales

(28,129)

(39,072)

Gross margin

13,965

17,678

Other segment expenses

^[1]

(17,180)

(22,626)

Administrative expenses

(558)

(661)

Corporate expenses

(5,656)

(10,672)

Other foreign exchange gain/loss

(329)

845

EBITDA

(9,758)

(15,436)

Brand transition, restructure and transaction expenses

(5,846)

(5,157)

Finance expense

(2,230)

(2,454)

Impairment expense

(6,849)

(4,182)

Depreciation and amortization

(4,567)

(1,190)

Fair value (gain)/loss on foreign exchange contracts

729

2,306

Unrealised foreign exchange gain/(loss)

553

383

Fair value gain/(loss) on Convertible Note derivative

(775)

Profit/(loss) before income tax

(27,968)

(26,505)

Income tax expense

(761)

411

Loss for the period

(28,729)

(26,094)

Operating segments [Member] | New Zealand Retail [Member]

Statement Line Items [Line Items]

Revenue from external customers

12,498

15,571

Revenue

12,498

15,571

Cost of sales

(6,820)

(7,612)

Gross margin

5,678

7,959

Other segment expenses

^[1]

(5,028)

(6,856)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

650

1,103

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

650

1,103

Income tax expense

Loss for the period

650

1,103

Operating segments [Member] | Australia Retail [Member]

Statement Line Items [Line Items]

Revenue from external customers

6,502

8,758

Revenue

6,502

8,758

Cost of sales

(3,007)

(4,246)

Gross margin

3,495

4,512

Other segment expenses

^[1]

(2,618)

(5,644)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

877

(1,132)

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

877

(1,132)

Income tax expense

Loss for the period

877

(1,132)

Operating segments [Member] | New Zealand Wholesale [Member]

Statement Line Items [Line Items]

Revenue from external customers

1,569

4,556

Revenue

1,569

4,556

Cost of sales

(820)

(3,695)

Gross margin

749

861

Other segment expenses

^[1]

(636)

(672)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

113

189

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

113

189

Income tax expense

Loss for the period

113

189

Operating segments [Member] | Australia Wholesale [Member]

Statement Line Items [Line Items]

Revenue from external customers

3,289

6,757

Revenue

3,289

6,757

Cost of sales

(2,545)

(5,246)

Gross margin

744

1,511

Other segment expenses

^[1]

(1,299)

(1,726)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

(555)

(215)

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

(555)

(215)

Income tax expense

Loss for the period

(555)

(215)

Operating segments [Member] | US Wholesale [Member]

Statement Line Items [Line Items]

Revenue from external customers

3,242

3,047

Revenue

3,242

3,047

Cost of sales

(2,374)

(2,923)

Gross margin

868

124

Other segment expenses

^[1]

(1,303)

(1,187)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

(435)

(1,063)

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

(435)

(1,063)

Income tax expense

Loss for the period

(435)

(1,063)

Operating segments [Member] | Europe Wholesale [Member]

Statement Line Items [Line Items]

Revenue from external customers

314

3,813

Revenue

314

3,813

Cost of sales

(130)

(3,007)

Gross margin

184

806

Other segment expenses

^[1]

(127)

(1,166)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

(360)

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

(360)

Income tax expense

Loss for the period

(360)

Operating segments [Member] | E-Commerce [Member]

Statement Line Items [Line Items]

Revenue from external customers

14,680

14,248

Revenue

14,680

14,248

Cost of sales

(10,417)

(10,234)

Gross margin

4,263

4,014

Other segment expenses

^[1]

(6,169)

(5,375)

Administrative expenses

Corporate expenses

Other foreign exchange gain/loss

EBITDA

(1,906)

(1,361)

Brand transition, restructure and transaction expenses

Finance expense

Impairment expense

Depreciation and amortization

Fair value (gain)/loss on foreign exchange contracts

Unrealised foreign exchange gain/(loss)

Fair value gain/(loss) on Convertible Note derivative

Profit/(loss) before income tax

(1,906)

(1,361)

Income tax expense

Loss for the period

(1,906)

(1,361)

Operating segments [Member] | Unallocated [member]

Statement Line Items [Line Items]

Revenue from external customers

Revenue

Cost of sales

(2,016)

(2,109)

Gross margin

(2,016)

(2,109)

Other segment expenses

^[1]

Administrative expenses

(558)

(661)

Corporate expenses

(5,656)

(10,672)

Other foreign exchange gain/loss

(329)

845

EBITDA

(8,559)

(12,597)

Brand transition, restructure and transaction expenses

(5,846)

(5,157)

Finance expense

(2,230)

(2,454)

Impairment expense

(6,849)

(4,182)

Depreciation and amortization

(4,567)

(1,190)

Fair value (gain)/loss on foreign exchange contracts

729

2,306

Unrealised foreign exchange gain/(loss)

553

383

Fair value gain/(loss) on Convertible Note derivative

(775)

Profit/(loss) before income tax

(26,769)

(23,666)

Income tax expense

(761)

411

Loss for the period

$ (27,530)

$ (23,255)

[1]	Other segment expenses relate to brand management expenses and some corporate expenses.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2019

Summary Of Significant Accounting Policies

Going Concern

(a)

Going concern

	●	Raising further funding before 28 February 2020 in order to meet all debts due in the 12 months after signing of these financial statements;
	●	Generating sufficient sales and increasing gross margins and reducing overheads in line with forecasts;
	●	Having sufficient funds to maintain a positive cashflow position, and to reduce bank debt in line with agreed bank amortisation;
	●	Continuing to receive support from creditors to delay payment of overdue amounts until the Group has adequate cash flow to commence a repayment arrangement or repay the debts in full; and
	●	Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility.

However, the Directors’ believe that the Group will be successful in the above matters and, accordingly, have prepared the report on a going concern basis.

Basis for Consolidation

(b)

Basis for consolidation

Subsidiaries

Business Combinations

(c)

Business combinations

The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date.

All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities.

Income Tax

(d)

Income Tax

The tax expense/(benefit) recognised in the consolidated statements of profit or loss and other comprehensive income comprises of current income tax expense plus deferred tax expense/(benefit).

Deferred tax is not provided for the following:

	●	The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss).
	●	Taxable temporary differences arising on the initial recognition of goodwill.
	●	Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Revenue and Other Income

(e)

Revenue and other income

The consolidated entity recognises revenue as follows:

Revenue from contracts with customers

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, and allowances, trade discounts and volume rebates.

Revenue is recognised at the point in time when performance obligations are satisfied by transferring control of goods to the customer.

Sale of goods

(i)

Sale of goods – wholesale

(ii)

Sale of goods - retail/e-commerce

Interest revenue

Interest is recognised using the effective interest method and recognised when it is earned.

Dividend revenue

Dividends are recognised when the entity’s right to receive payment is established.

Rendering of services

Revenue from service transactions are recognised as services are performed.

Other income

Other income is recognised on an accruals basis when the Group is entitled to it.

Brand Management, Administrative and Corporate Expenses

(f)

Brand management, administrative and corporate expenses

Borrowing Costs

(g)

Borrowing costs

All other borrowing costs are recognised as an expense in the period in which they are incurred.

Inventories

(h)

Inventories

Property, Plant and Equipment

(i)

Property, plant and equipment

Plant and equipment

Plant and equipment are measured using the cost model.

Depreciation

Property, plant and equipment, is depreciated on a straight-line basis over the asset’s useful life to the Group, commencing when the asset is ready for use.

The estimated useful lives used for each class of depreciable asset are shown below:

Fixed asset class	Useful life

Leasehold improvements	1 - 10 years and where shorter over the lease term
Plant, furniture, fittings and motor vehicles	3 - 7 years

Financial Instruments

(j)

Financial instruments

Financial instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual provisions of the instrument.

Financial Assets

	(i) Classification

	From 1 February 2018, the group classifies its financial assets in the following measurement categories:

	●	those to be measured subsequently at fair value (either through Other Comprehensive Income “OCI” or through profit or loss), and
	●	those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

The group reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Recognition and derecognition

(iii) Measurement

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

	●	Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

	●	FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.

●

Equity instruments

(iv) Impairment

For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(v) Subsequent measurement

Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss.

Financial liabilities

The Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities), which are measured at amortised cost using the effective interest rate method.

All of the Group’s derivative financial instruments that are not designated as hedging instruments are accounted for at fair value through profit or loss.

Impairment of Non-financial Assets

(k)

Impairment of non-financial assets

At the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non- financial assets.

Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.

Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.

Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.

Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.

Cash and Cash Equivalents

(l)

Cash and cash equivalents

Trade Receivables

(m)

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less expected credit losses.

Trade and Other Payables

(n)

Trade and other payables

Intangibles

(o)

Intangibles

Goodwill

	Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

	i)	the consideration transferred;
	ii)	any non-controlling interest; and
	iii)	the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired in a business combination.

Patents and licences

Software

Software has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life of between one and three years.

Brands

Brand assets relate to brands owned by the Group that have arisen on historical acquisitions. These assets were initially measured at fair value.

Amortisation

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Employee Benefits

(p)

Employee benefits

(i)

Short-term obligations

(ii)

Other long-term employee benefit obligations

(iii)

Other long-term employee benefit obligations

Provisions

(q)

Provisions

Provisions recognised represent the best estimate of the amounts required to settle the obligation at the end of the reporting period.

(i)

Lease incentive provision

(ii)

Onerous contract provision

(iii)

Make good provision

Earnings/(Loss) Per Share

(r)

Earnings/(loss) per share

(i)

Basic earnings/(loss) per share

	Basic earnings/(loss) per share is calculated by dividing:

	●	the profit/(loss) attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
	●	by the weighted average number of ordinary shares outstanding during the financial year.

(ii)

Diluted earnings/(loss) per share

	Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into

	●	the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
	●	the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

Borrowings

(s)

Borrowings

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Convertible Notes

(t)

Convertible Notes

Share Capital and Warrants

(u)

Share capital and Warrants

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and warrants are recognised as a deduction from equity, net of any tax effects.

Warrants

Foreign Currency Transactions and Balances

(v)

Foreign currency transactions and balances

Transaction and balances

Foreign currency transactions are recorded at the spot rate on the date of the transaction.

	At the end of the reporting period:

	●	Foreign currency monetary items are translated using the closing foreign currency rate;
	●	Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
	●	Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined.

Group companies

	The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

	●	assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;
	●	income and expenses are translated at average exchange rates for the period where the average rate approximates the rate at the date of the transaction; and
	●	retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Operating Segments

(w)

Operating segments

Description of the Business

6 Months Ended

Jul. 31, 2019

Description Of Business

Description of the Business

1	Description of the business

Naked Brand Group Limited (“the Company”) is a designer, distributor, wholesaler and retailer of women’s and men’s intimates apparel globally. The Company sells its merchandise through retail and outlet stores in New Zealand and Australia, wholesale operations in New Zealand, Australia, the United States and Europe, and through online channels. The Company operates both licenced and owned brands, including the following:

Licenced brands:

Heidi Klum

Fredericks of Hollywood

Owned brands:

Pleasure State

Davenport

Lovable

Bendon

Fayreform

Naked

VaVoom

Evollove

Hickory

The amounts in the financial statements have been rounded to the nearest thousand dollars.

Earnings Per Share (Tables)

6 Months Ended

Jul. 31, 2019

Profit or loss [abstract]

Disclosure of Detailed Information About Earning Loss Per Share

(a)

Basic and diluted loss per share

6 months to

31 July 2019
NZ $

6 months to

31 July 2018
NZ $

From continuing operations attributable to the ordinary equity holders of the company

(0.52

)

(1.28

)

Total basic and diluted loss per share attributable to the ordinary equity holders of the company

(0.52

)

(1.28

)

(b)

Reconciliation of loss used in calculating earnings per share

6 months to

31 July 2019

NZ $000’s

6 months to

31 July 2018

NZ $000’s

Basic and diluted loss per share

Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share:

(28,729

)

(26,515

)

(c)

Weighted average number of shares used as the denominator

31 July 2019

Number

31 July 2018
Number

Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share

55,007,126

20,692,359

Property, Plant and Equipment (Tables)

6 Months Ended

Jul. 31, 2019

Disclosure of detailed information about property, plant and equipment [abstract]

Disclosure of Detailed Information About Property, Plant and Equipment

	31 July 2019 NZ $000’s			31 January 2019 NZ $000’s

Plant, furniture, fittings and motor vehicles
At cost		26,757			25,666
Accumulated depreciation		(25,231	)		(25,167	)
		1,526			499

Leasehold improvements
At cost		11,396			12,035
Accumulated depreciation		(8,731	)		(8,771	)
		2,665			3,264
		4,191			3,763

Disclosure of Detailed Information About Movements in Carrying Amounts of Property, Plant and Equipment

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial period:

Leasehold improvements

NZ $000’s

Plant, furniture, fittings and motor vehicles

NZ$000’s

Total

NZ $000’s

For the 6 months ended 31 July 2019

Balance at the beginning of the period

3,264

499

3,763

Additions

605

Disposals

(29

)

(29

)

Depreciation expense

(241

)

(213

)

Reclassification from intangible assets

(351

)

402

Foreign exchange movements

)

Closing value at 31 July 2019

2,665

1,526

4,191

	Leasehold improvements NZ $000’s			Plant, furniture, fittings and motor vehicles NZ$000’s			Total NZ $000’s
For the 6 months ended 31 January 2019
Balance at the beginning of the period		3,566			488			4,054
Additions		139			1,998			2,137
Disposals		(105	)		(2,345	)		(2,450	)
Depreciation expense		(481	)		(601	)		(1,082	)
Impairment		-			(211	)		(211	)
Foreign exchange movements		145			1,170			1,315
Closing value at 31 January 2019		3,264			499			3,763

Events Occurring After the Reporting Date (Details Narrative)		1 Months Ended
	Oct. 09, 2019 USD ($) $ / shares	Dec. 31, 2019 NZD ($) $ / shares	Dec. 20, 2019	Nov. 30, 2019 USD ($) $ / shares	Oct. 31, 2019 NZD ($)	Oct. 31, 2019 USD ($)	Aug. 31, 2019 NZD ($) $ / shares shares	Aug. 31, 2019 USD ($) shares	Nov. 30, 2019 NZD ($) shares	Nov. 30, 2019 USD ($) $ / shares shares	Nov. 21, 2019 USD ($)	Aug. 31, 2019 USD ($) $ / shares shares	Feb. 05, 2019 $ / shares
Disclosure of non-adjusting events after reporting period [line items]
Bid price of ordinary shares, per share \| $ / shares													$ 1.00
Events occurring after reporting date [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of shares issued \| shares							28,571,431					28,571,431
Share price per share \| $ / shares							$ 0.07
Number of warrants to purchase ordinary shares \| shares							28,571,431					28,571,431
Number of shares issued, value							$ 3,100,000
Warrants expiration period							5 years 6 months	5 years 6 months
Reverse stock split, description			Reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time of the reverse stock split were combined into one Ordinary Share.
Minimum price per shares required, description			The Nasdaq requirement for a US $1.00 minimum share price.
Events occurring after reporting date [Member] \| St. George Investments [Member]
Disclosure of non-adjusting events after reporting period [line items]
Debt instruments issued, convertible note		$ 75,300,000							$ 12,100,000
Reduced Principle value of convertible debt		$ 1,690,000
Events occurring after reporting date [Member] \| Certain Designees [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of shares issued \| shares							2,285,714					2,285,714
Warrants expiration period							5 years 6 months	5 years 6 months
Warrants exercise price per share \| $ / shares							$ 0.0875
Events occurring after reporting date [Member] \| Certain Investors [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of warrants to purchase ordinary shares \| shares							18,550,000					18,550,000
Share expiration, description							Share that expire in October 2021, June 2023 and July 2025.	Share that expire in October 2021, June 2023 and July 2025.
Events occurring after reporting date [Member] \| Suppliers [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of ordinary shares exchange for cancellation \| shares							57,142,857	57,142,857
Value of ordinary shares exchange for cancellation							$ 6,200,000
Events occurring after reporting date [Member] \| Private Placement [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of warrants to purchase ordinary shares, value					$ 3,200,000
Discount and expenses					$ 2,120,000
Rights to exchange warrant, percentage					5.00%	5.00%
Debt interest rate									20.00%	20.00%
Debt maturity				November 12, 2021
Prepaying premium, percentage				25.00%
Debt instruments issued, convertible note									$ 4,800,000
Convertible debt note									$ 5,000,000
Conversion price per share, description				The note outstanding balance is convertible into ordinary shares from May 13, 2020, at a conversion price of $US 0.04 per share. From May 13, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.4m per month.
Events occurring after reporting date [Member] \| Holder [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of warrants to purchase ordinary shares \| shares									63,400,000	63,400,000
Warrants expiry date				Nov. 30, 2021
Events occurring after reporting date [Member] \| US [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of shares issued, value												$ 2,000,000
Warrants exercise price per share \| $ / shares												$ 0.07
Events occurring after reporting date [Member] \| US [Member] \| St. George Investments [Member]
Disclosure of non-adjusting events after reporting period [line items]
Conversion price per ordinary share \| $ / shares				$ 0.028
Reduced Principle value of convertible debt										$ 340,000
Events occurring after reporting date [Member] \| US [Member] \| St. George Investments [Member] \| Bottom of Range [Member]
Disclosure of non-adjusting events after reporting period [line items]
Conversion price per ordinary share \| $ / shares		$ 0.020
Events occurring after reporting date [Member] \| US [Member] \| St. George Investments [Member] \| Top of Range [Member]
Disclosure of non-adjusting events after reporting period [line items]
Conversion price per ordinary share \| $ / shares		$ 0.025
Events occurring after reporting date [Member] \| US [Member] \| Certain Investors [Member]
Disclosure of non-adjusting events after reporting period [line items]
Warrants exercise price per share \| $ / shares							$ 0.10
Events occurring after reporting date [Member] \| US [Member] \| Holder [Member]
Disclosure of non-adjusting events after reporting period [line items]
Warrants exercise price per share \| $ / shares										$ 0.05
Events occurring after reporting date [Member] \| US [Member] \| Suppliers [Member]
Disclosure of non-adjusting events after reporting period [line items]
Share price per share \| $ / shares												$ 0.07
Value of ordinary shares exchange for cancellation								$ 4,000,000
Events occurring after reporting date [Member] \| US [Member] \| Private Placement [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of warrants to purchase ordinary shares, value						$ 2,000,000
Conversion price per ordinary share \| $ / shares				$ 0.04
Debt instruments issued, convertible note										$ 3,000,000
Convertible debt note										$ 3,170,000
Cash consideration				$ 3,000,000
Events occurring after reporting date [Member] \| US [Member] \| Holder [Member]
Disclosure of non-adjusting events after reporting period [line items]
Promissory notes outstanding	$ 106,100										$ 2,510,000
Debt interest rate	20.00%
Debt maturity	October 4, 2021
Prepaying premium, percentage	25.00%
Conversion price per ordinary share \| $ / shares	$ 0.05

Related Parties (Tables)

6 Months Ended

Jul. 31, 2019

Disclosure of transactions between related parties [abstract]

Disclosure of Transactions Between Related Parties

	Opening balance NZ$000s			Closing balance NZ$000s
Loans to related parties
Whitespace Atelier Limited - 31 July 2019		282			-
Whitespace Atelier Limited - 31 January 2019		273			282

Loans from related parties
SBL Holdings – 31 July 2019		(1,449	)		-
SBL Holdings – 31 January 2019		-			(1,449	)
EJ Watson – 31 July 2019		(2,289	)		(2,651	)
EJ Watson – 31 January 2019		-			(2,289	)

Right-of-Use Assets - Disclosure of Amounts Recognised in Profit or Loss (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Right-of-use Assets
Interest of lease liabilities	$ 857

Intangible Assets - Disclosure of Impairment of Intangible Assets (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019	Jul. 31, 2018
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	$ 6,849	$ 3,867
FOH License [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	1,914
Naked Patents & Licence [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	123
Patents & Licence [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	2,037
Brands - Naked [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	2,130		696
Software [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of intangible assets	$ 202		$ 64

Borrowings (Tables)

6 Months Ended

Jul. 31, 2019

Borrowings - Disclosure Of Detailed Information About Borrowings

Disclosure of Detailed Information About Borrowings

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Current
Secured liabilities:
Bank Loans		20,000		20,000
Debt issuance costs in relation to bank loan		-		(270	)
Convertible notes		4,681		-
Other loan		1,294		1,237
		25,975		20,967

Profit and Loss Information - Disclosure of Components of Income Tax Expenses (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details
Current tax on losses for the period	$ 9	$ (411)
Adjustment for current tax on prior periods	51
Total current tax expense/(benefit)	60	(411)
Decrease/(increase) in deferred tax asset	701
Income tax benefit for continuing operations	761	(411)
Loss before income tax	(27,968)	(26,505)
Tax at New Zealand tax rate 28%	(7,831)	(7,421)
Tax effect of - permanent differences	75
Tax effect of - adjustments in respect of current tax or prior periods	76
Tax effect of - effects of different tax rates of subsidiaries operating in other jurisdictions	(641)	27
Tax effect of - deferred tax assets relating to the current period not recognised	7,727	7,761
Tax effect of - other	1,355	(777)
Income tax expense/(benefit)	$ 761	$ (411)

Intangible Assets - Disclosure of Detailed Information About Intangible Assets (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019	Jul. 31, 2018
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	$ 32,431	$ 37,864	$ 17,287
Goodwill [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill		2,320	2,399
Goodwill [Member] \| At Cost [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	5,993	5,607
Goodwill [Member] \| Impairment [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	(5,993)	(3,287)
Patents and Licences [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	24,202	25,075	217
Patents and Licences [Member] \| At Cost [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	27,157	25,993
Patents and Licences [Member] \| Accumulated Depreciation [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	(2,955)	(918)
Brands [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	8,229	10,205	14,395
Brands [Member] \| At Cost [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	14,901	14,769
Brands [Member] \| Accumulated Depreciation [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	(6,672)	(4,563)
Software [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill		263	$ 276
Software [Member] \| At Cost [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	15,716	15,718
Software [Member] \| Accumulated Depreciation [Member]
Disclosure of detailed information about intangible assets [line items]
Total intangible assets and goodwill	$ (15,716)	$ (15,455)

Critical Accounting Estimates and Judgments

6 Months Ended

Jul. 31, 2019

Critical Accounting Estimates And Judgments

Critical Accounting Estimates and Judgments

5	Critical Accounting Estimates and Judgments

The directors make estimates and judgements during the preparation of these financial statements regarding assumptions about current and future events affecting transactions and balances.

These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates.

The significant estimates and judgements made have been described below.

Key estimates – inventory

Each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realisable value. During the period, management have written down inventory based on best estimate of the net realisable value, although until the time that inventory is sold this is an estimate.

Key estimates - fair value of financial instruments

The Group has certain financial assets and liabilities which are measured at fair value. Where fair value has not been able to be determined based on quoted price, a valuation model has been used. The inputs to these models are observable, where possible, however these techniques involve significant estimates and therefore fair value of the instruments could be affected by changes in these assumptions and inputs.

Key estimates - impairment of brands

In accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of indefinite-lived brand assets at each reporting period.

Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by their value in use or fair value less cost to sell.

In calculating the fair value less costs to sell, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of:

	-	growth in brand revenues
	-	market royalty rate
	-	the selection of discount rates to reflect the risks involved, and
	-	long-term growth rates

Changing the assumptions selected by management, in particular the growth rate, discount rate and market royalty rate assumption used, could significantly affect the Group’s impairment evaluation and hence results.

The Group’s review includes the key assumptions related to sensitivity in the model. Further details are provided in note 9 to the consolidated financial statements.

Key estimates - impairment of goodwill

In accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of goodwill at each reporting period.

Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate and using a terminal value to incorporate expectations of growth thereafter.

In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of:

	-	growth in EBITDA future cash flows;
	-	timing and quantum of future capital expenditure;
	-	long-term growth rates; and
	-	the selection of discount rates to reflect the risks involved.

Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence results.

The Group’s review includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided in note 9 to the consolidated financial statements.

Key judgments – determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised within the next 12 months. As per the Company policy, the options are not exercised when the lease terms are beyond 12 months as of the assessment date. When the Group has the option to lease the assets for additional terms, it applies judgement in evaluating whether it is reasonably certain to exercise the option to renew, considering all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

Key judgments – taxes

Deferred tax assets

Determining income tax provisions and the recognition of deferred tax assets including carried forward income tax involves judgment on the tax treatment of certain transactions. Deferred tax is recognised on tax losses not yet used and on temporary differences where it is probable that there will be taxable revenue against which these can be offset. Management has made judgments as to the probability of future taxable income being generated against which tax losses will be available for offset based on budgets, current and future expected economic conditions.

Provisions (Tables)

6 Months Ended

Jul. 31, 2019

Provisions [abstract]

Disclosure of Detailed Information About Provisions

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Current:
Lease contributions		-		179
Make good		863		742
		863		921

	31 July 2019 NZ $000’s		31 January 2019 NZ $000’s
Non-current:		-		906
Lease contributions		1,517		1,466
Make good		1,517		2,372

Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions

	Lease contributions NZ $000’s			Onerous contracts NZ $000’s			Make good NZ $000’s			Total NZ $000’s
Opening balance at 1 February 2019		1,085			-			2,208			3,293
Impact of IFRS 16		(1,085	)		-			299			(786	)
Additional provisions recognised		-			-			-			-
Unused amounts reversed		-			-			-			-
Unwinding of discounts		-			-			-			-
Amounts used during the year		-			-			(58	)		(58	)
Other movements		-			-			(69	)		(69	)
Exchange differences		-			-			-			-
		-			-			2,380			2,380

Opening balance at 1 August 2018		1,146			49			2,363			3,558
Additional provisions recognised		236			-			595			1,179
Unused amounts reversed		-			-			(662	)		(662	)
Unwinding of discounts		-			-			271			271
Amounts used during the year		(293	)		(49	)		(77	)		(475	)
Exchange differences		34			-			38			72
Balance at 31 January 2019		1,085			-			2,208			3,293

Borrowings - Disclosure of Detailed Information About Borrowings (Details) - NZD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Borrowings - Disclosure Of Detailed Information About Borrowings
Bank loans	$ 20,000	$ 20,000
Debt issuance costs in relation to bank loan		(270)
Convertible notes	4,681
Other loan	1,294	1,237
Current borrowings and current portion of non-current borrowings	$ 25,975	$ 20,967

Intangible Assets - Disclosure of Information for Cash-generating Units (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Disclosure of detailed information about intangible assets [line items]
Impairment of expense	$ 2,480	$ 3,399
United States [Member]
Disclosure of detailed information about intangible assets [line items]
Impairment of expense	$ 2,480	$ 3,399

Profit and Loss Information (Tables)

6 Months Ended

Jul. 31, 2019

Profit And Loss Information - Disclosure Of Components Of Income Tax Expenses Details

Disclosure of Detailed Information About Revenue from Continuing Operations

(a)

Revenue from continuing operations

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Gross revenue		47,809			61,282
Rebates		(5,715	)		(4,532	)
		42,094			56,750

Sale of goods
- Retail		19,000			24,425
- Wholesale		8,414			18,077
- On line		14,680			14,248
		42,094			56,750

Disclosure of Detailed Information About Profit Loss from Operating Activities

The loss for the half year was derived after charging / (crediting) the following items that are unusual and of significance because of their size, nature and incidence:

Finance costs
- Interest expense on external borrowings	(496	)	(1,353	)
- Interest expense on shareholder loans	(255	)	(1,062	)
- Interest (expense)/income on convertible loan notes	(274	)	186
- Interest expense on leases	(857	)	-
- Amortisation of loan set up costs	(348	)	(225	)
	(2,230	)	(2,454	)

Other foreign currency gains/(losses)
- Fair value gain on foreign exchange contracts	729		2,306
- Net foreign exchange gains/(losses)	224		1,228
	953		3,535
Impairment expense
- Impairment loss	(6,647	)	(4,095	)
- Impairment of software	(202	)	(64	)
	(6,849	)	(4,159	)

Brand transition, restructure and transaction expenses
- Brand transition expenses	(258	)	(199	)
- Restructure expenses	-		(526	)
- Transaction expenses	(5,588	)	(4,432	)
	(5,846	)	(5,157	)

Disclosure of Components of Income Tax Expenses

The major components of tax expense/(benefit) comprise:

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s
Current tax
Current tax on losses for the period		9			(411	)
Adjustment for current tax on prior periods		51			-
Total current tax expense/(benefit)		60			(411	)

Deferred tax
Decrease/(increase) in deferred tax asset		701			-
Income tax benefit for continuing operations		761			(411	)
Reconciliation of income tax to accounting loss:
Loss before income tax		(27,968	)		(26,505	)
Tax at New Zealand tax rate 28%		(7,831	)		(7,421	)

Tax effect of:
- permanent differences		75			-
- adjustments in respect of current tax or prior periods		76			-
- effects of different tax rates of subsidiaries operating in other jurisdictions		(641	)		27
- deferred tax assets relating to the current period not recognised		7,727			7,761
- other		1,355			(777	)
Income tax expense/(benefit)		761			(411	)

Operating Segment

6 Months Ended

Jul. 31, 2019

Operating Segment

Operating Segment

7	Operating Segment

Segment information

Identification of reportable operating segments

The consolidated entity’s Directors examined the group’s performance from both sales channel and geographical perspective and identified seven reportable segments being Australia Retail, New Zealand Retail, Australia wholesale, New Zealand wholesale, US Wholesale, EU Wholesale and e-commerce.

Australia retail

This segment covers retail and outlet stores located in Australia.

New Zealand retail

This segment covers retail and outlet stores located in New Zealand.

Australia wholesale

This segment covers the wholesale of intimates apparel to customers based in Australia

New Zealand wholesale

This segment covers the wholesale of intimates apparel to customers based in New Zealand.

US wholesale

This segment covers the wholesale of intimates apparel to customers based in the United States of America.

Europe wholesale

This segment covers the wholesale of intimates apparel to customers based in Europe.

E-commerce

This segment covers the group’s online retail activities. E-commerce revenue include revenue from a US brand called Fredericks of Hollywood for which Bendon Limited currently has a licence agreement.

These operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer (who is identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources.

The CODM reviews segment EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

EBITDA is a financial measure which is not prescribed by IFRS and represents the profit adjusted for specific non-cash and significant items. The directors consider EBITDA to reflect the core earnings of the consolidated entity.

The information reported to the CODM is on a monthly basis.

Other Costs and Business Activities

Certain costs are not allocated to our reporting segment results, such as costs associated with the following:

- Corporate overheads, which is responsible for centralized functions such as information technology, facilities, legal, finance, human resources, business development, and procurement. These costs also include compensation costs and other miscellaneous operating expenses not charged to our operating segments, as well as interest and tax income and expense.

These costs are included within “unallocated” segment in our segment performance.

Other assets and liabilities

We manage our assets and liabilities on a Group basis, not by segment. CODM does not regularly review any asset or liability information by segment and its preparation is impracticable. Accordingly, we do not report asset and liability information by segment.

(a)

Reconciliations

Reconciliation of segment revenue to consolidated statements of profit or loss and other comprehensive income:

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Total segment revenue		47,809			65,736
Intersegment eliminations		(5,715	)		(8,986	)
Total external revenue		42,094			56,750

Intersegment revenue is recognition of inventory moving between New Zealand and Australia

(b)

Reconciliations

Reconciliation of segment EBITDA to the consolidated statements of profit or loss and other comprehensive income:

Management meets on a monthly basis to assess the performance of each segment. Net operating profit does not include non- operating revenue and expenses such as dividends, fair value gains and losses.

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Segment EBITDA		(9,758	)		(15,436	)
Other reconciling items		(18,210	)		(11,069	)
Income tax (expense)/benefit		(761	)		411
Total net loss after tax		(28,729	)		(26,094	)

Any other reconciling items includes brand transition, finance expenses, impairment expense, depreciation and amortisation, fair value gain/loss on foreign exchange contracts, and unrealised foreign exchange gain/loss that cannot be allocated to segments.

(c)

Geographical information

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers whereas segment assets are based on the location of the assets.

	6 months to 31 July 2019 NZ $000’s		6 months to 31 July 2018 NZ $000’s

New Zealand		14,876		20,984
Australia		9,825		17,570
United States		17,079		14,383
Europe		314		3,813
		42,094		56,750

(d)

Segment performance

	NZ Retail NZ$000’s			AU Retail NZ$000’s			NZWholesale NZ$000’s			AUWholesale NZ$000’s			US Wholesale NZ$000’s			EU Wholesale NZ$000’s			e-commerce NZ$000’s			Unallocated NZ$000’s			Total
For the 6 months ended 31 July 2019
Revenue from external customers		12,498			6,502			1,569			3,289			3,242			314			14,680			-			42,094
		12,498			6,502			1,569			3,289			3,242			314			14,680			-			42,094
Cost of sales		(6,820	)		(3,007	)		(820	)		(2,545	)		(2,374	)		(130	)		(10,417	)		(2,016	)		(28,129	)
Gross margin		5,678			3,495			749			744			868			184			4,263			(2,016	)		13,965
Other segment expenses*		(5,028	)		(2,618	)		(636	)		(1,299	)		(1,303	)		(127	)		(6,169	)		-			(17,180	)
Unallocated expenses
Administrative expenses		-			-			-			-			-			-			-			(558	)		(558	)
Corporate expenses		-			-			-			-			-			-			-			(5,656	)		(5,656	)
Other foreign exchange loss		-			-			-			-			-			-			-			(329	)		(329	)
EBITDA		650			877			113			(555	)		(435	)		57			(1,906	)		(8,559	)		(9,758	)
Brand transition, restructure and transaction expenses		-			-			-			-			-			-			-			(5,846	)		(5,846	)
Finance expense		-			-			-			-			-			-			-			(2,230	)		(2,230	)
Impairment expense		-			-			-			-			-			-			-			(6,849	)		(6,849	)
Depreciation and amortisation		-			-			-			-			-			-			-			(4,567	)		(4,567	)
Fair value gain on foreign exchange contracts		-			-			-			-			-			-			-			729			729
Unrealised foreign exchange gain/(loss)		-			-			-			-			-			-			-			553			553
Fair value gain on Convertible Note derivative		-			-			-			-			-			-			-			-			-
Profit/(loss) after income tax		650			877			113			(555	)		(435	)		57			(1,906	)		(26,769	)		(27,968	)
Income tax expense		-			-			-			-			-			-			-			(761	)		(761	)
Profit/(loss) after income tax		650			877			113			(555	)		(435	)		57			(1,906	)		(27,530	)		(28,729	)

* Other segment expenses relate to brand management expenses and some corporate expenses.

(e)

Segment performance

	NZ Retail NZ$000’s			AU Retail NZ$000’s			NZ Wholesale NZ$000’s			AU Wholesale NZ$000’s			US Wholesale NZ$000’s			EU Wholesale NZ$000’s			e-commerce NZ$000’s			Unallocated NZ$000’s			Total
For the 6 months ended 31 July 2018		15,571			8,758			4,556			6,757			3,047			3,813			14,248			-			56,750
Revenue from external customers		15,571			8,758			4,556			6,757			3,047			3,813			14,248			-			56,750
Cost of sales		(7,612	)		(4,246	)		(3,695	)		(5,246	)		(2,923	)		(3,007	)		(10,234	)		(2,109	)		(39,072	)
Gross margin		7,959			4,512			861			1,511			124			806			4,014			(2,109	)		17,678
Other segment expenses*		(6,856	)		(5,644	)		(672	)		(1,726	)		(1,187	)		(1,166	)		(5,375	)		-			(22,626	)
Unallocated expenses
Administrative expenses		-			-			-			-			-			-			-			(661	)		(661	)
Corporate expenses		-			-			-			-			-			-			-			(10,672	)		(10,672	)
Other foreign exchange gain/loss		-			-			-			-			-			-			-			845			845
EBITDA		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(12,597	)		(15,436	)
Brand transition, restructure and transaction expenses		-			-			-			-			-			-			-			(5,157	)		(5,157	)
Finance expense		-			-			-			-			-			-			-			(2,454	)		(2,454	)
Impairment expense		-			-			-			-			-			-			-			(4,182	)		(4,182	)
Depreciation and amortisation		-			-			-			-			-			-			-			(1,190	)		(1,190	)
Fair value gain on foreign exchange contracts		-			-			-			-			-			-			-			2,306			2,306
Unrealised foreign exchange gain/(loss)		-			-			-			-			-			-			-			383			383
Fair value gainon Convertible Note derivative		-			-			-			-			-			-			-			(775	)		(775	)
Profit/(loss) before income tax		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(23,666	)		(26,505	)
Income tax benefit		-			-			-			-			-			-			-			411			411
Profit/(loss) after income tax		1,103			(1,132	)		189			(215	)		(1,063	)		(360	)		(1,361	)		(23,255	)		(26,094	)

* Other segment expenses relate to brand management expenses and some corporate expenses

Cash Flow Information (Tables)

6 Months Ended

Jul. 31, 2019

Cash Flow Information

Schedule of Cash Flow Information

	6 months to 31 July 2019 NZ $000’s			6 months to 31 July 2018 NZ $000’s

Loss for the period		(28,729	)		(26,094	)
Cash flows excluded from loss attributable to operating activities
- interest paid on borrowings		1,025			2,229
- interest paid on lease liabilities		857			-
Non-cash flows in loss:
- depreciation and amortisation expense		4,567			1,190
- impairment expense		6,849			4,181
- fair value gain/(loss) on convertible notes derivative		-			775
Net changes in assets and liabilities		5,862			13,231
- net exchange differences		(120	)		60
Cash flow from operations		(9,689	)		(4,428	)

Share Capital - Disclosure of Detailed Information About Share Capital (Details) (Parenthetical) - shares	Jul. 31, 2019	Jan. 31, 2019
Ordinary share [Member]
Disclosure of classes of share capital [line items]
Number of shares outstanding	108,603,213	29,640,965

Provisions - Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions (Details) - NZD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jan. 31, 2019
Statement Line Items [Line Items]
Opening balance	$ 3,293	$ 3,558
Impact of IFRS 16	(786)
Additional provisions recognised		1,179
Unused amounts reversed		(662)
Unwinding of discounts		271
Amounts used during the year	(58)	(475)
Other movements	(69)
Exchange differences		72
Ending Balance	2,380	3,293
Lease Contributions Provision [Member]
Statement Line Items [Line Items]
Opening balance	1,085	1,146
Impact of IFRS 16	(1,085)
Additional provisions recognised		236
Unused amounts reversed
Unwinding of discounts
Amounts used during the year		(293)
Other movements
Exchange differences		34
Ending Balance		1,085
Onerous Contracts Provision [Member]
Statement Line Items [Line Items]
Opening balance		49
Impact of IFRS 16
Additional provisions recognised
Unused amounts reversed
Unwinding of discounts
Amounts used during the year		(49)
Other movements
Exchange differences
Ending Balance
Make Good Provision [Member]
Statement Line Items [Line Items]
Opening balance	2,208	2,363
Impact of IFRS 16	299
Additional provisions recognised		595
Unused amounts reversed		(662)
Unwinding of discounts		271
Amounts used during the year	(58)	(77)
Other movements	(69)
Exchange differences		38
Ending Balance	$ 2,380	$ 2,208