18 February 2025
ASX Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000
RESULTS FOR ANNOUNCEMENT TO THE MARKET
FOR THE FULL YEAR ENDED 31 DECEMBER 2024
In accordance with the Listing Rules, please find attached for immediate release:
1.
Appendix 4E; and
2.
2024 Annual Report.
This announcement was authorised for release by the Board.
For more information, contact:
Media
Sara Rich
BlueChip Communication
+61 431 032 086
sara@bluechipcommunication.com.au
Investors
Cindy-Jane Lee
General Counsel and Company Secretary
+61 3 9235 1961
cjlee@bellfg.com.au
Appendix 4E (Preliminary final report)
Results for announcement to the market
ASX Listing Rule 4.3A
Bell Financial Group Limited ABN 59 083 194 763 and its subsidiaries
Reporting period:
1 January 2024 to 31 December 2024
Previous corresponding period:
1 January 2023 to 31 December 2023
Year ended
31 December 2024
$ ’000
Year ended
31 December 2023
$ ’000
Revenue from ordinary activities
276,384
247,002
Up 11.9%
Profit from ordinary activities after tax attributable to
shareholders
30,741
24,324
Up 26.4%
Net tangible assets per ordinary shares
$0.30
$0.28
Dividend per ordinary share
Amount per share
Record date
Payment date
2024 Interim dividend per share
4.0 cents
29 August 2024
10 September 2024
2024 Final dividend per share (declared)
4.0 cents
4 March 2025
19 March 2025
Additional Appendix 4E disclosure requirements can be found in the 2024 Annual Report lodged separately with this
document. This report is based on the consolidated financial statements which have been audited by KPMG.
Annual Report
2024
Bell Financial Group Ltd
ABN 59 083 194 763
Overview and Performance
02 Highlights
03 Chairman’s Letter
04 Operating and Financial Review
12 Directors’ Report
23 Lead Auditor’s Independence Declaration
Financial Statements and Notes
24 Statement of Profit or Loss
25 Statement of Comprehensive Income
26 Statement of Financial Position
27 Statement of Changes in Equity
28 Statement of Cash Flows
29 Notes to the Financial Statements
70 Directors’ Declaration
71 Independent Auditor’s Report
Other Information
75 Shareholder Information
77 Directory
Australia
Adelaide
Brisbane
Cairns
Geelong
Hobart
Melbourne
Mornington
Noosa
Orange
Perth
Sydney
International
London
New York
Hong Kong
Kuala Lumpur
Contents
Bell Financial Group Ltd is a highly diversified
financial services and wealth management business.
We aim to create value through ongoing investment
in our people, technology and products.
Bell Financial Group has over 700 employees,
operates across 11 offices in Australia and has offices
in New York, London, Hong Kong and Kuala Lumpur.
01
Bell Financial Group
Annual Report 2024
Revenue
Earnings Per Share
Profit After Tax
Dividend Per Share
Funds Under Advice
Return on Equity
11.9% increase on 2023
26.3% increase on 2023
26.4% increase on 2023
14.3% increase on 2023
7.5% increase on 2023
21.7% increase on 2023
$276.4m
9.6¢
$30.7m
8.0¢
$85.8bn
18.3%
HIGHLIGHTS
> Retail and Institutional Equities
> International Equities
> Portfolio Administration
> Bell Client Funds at Call
> Margin Lending
> Retail Online Broking
> Wholesale Online Broking
> Institutional Online Broking
> Third Party Clearing
Bell Potter Securities Ltd
Bell Potter Capital Ltd
Third Party Platform Pty Ltd
> Foreign Exchange
> Superannuation
> Fixed Income
> Structured Products
02
Bell Financial Group
Annual Report 2024
CHAIRMAN’S LETTER
Bell Financial Group had an impressive 2024
resulting in a 26.4% increase in profit to $30.7 million.
I’m pleased to report that the Group
achieved a net profit after tax of
$30.7 million, marking a 26% growth on
our 2023 result. All business divisions
were profitable. This performance was
driven by our strong, diverse portfolio
of businesses, and importantly, the
dedication and hard work of our team.
Revenue and earnings in our
Technology & Platforms and Products
& Services businesses continued to
grow. We saw strong growth across our
Retail and Wholesale broking business,
and our Equity Capital Markets division
had another notable year with revenue
growth of 26.0%. This division ranked
7th in the 2024 Australian LSEG’s
league tables, raising over $2.3 billion
across 106 deals.
Positioned for growth
We continue to focus on growing
recurring revenue streams, which
represented 31.0% of 2024 Group
revenue and 70.0% of Group profit.
These businesses are now at a scale
where their revenue growth contributes
meaningfully to Group earnings,
providing steady, recurring income
throughout market cycles.
In a complex compliance and
cybersecurity landscape, we continue
to invest in leading technologies and
staff awareness programs to ensure
legal and regulatory compliance and
to strengthen our security practices.
This means we can rapidly detect and
respond to threats, safeguarding our
assets, operations and clients.
We are committed to a measured
growth strategy, while staying true
to our core principles of integrity,
efficiency, quality and long-term focus.
In driving growth, we are actively
pursuing both internal and external
opportunities to expand our broking
network, and the products and
services we offer and distribute.
We are in a process to acquire
100% of the publicly listed online
broking business Selfwealth, subject
to approval through a scheme of
arrangement. On 3 February, Selfwealth
received a competing non-binding
indicative offer which it is currently
reviewing. Regardless of whether the
Selfwealth transaction proceeds, Bell
Financial Group remains committed
to the disciplined pursuit of sensible
opportunities for growth.
Appointing Arnie Selvarajah and Dean
Davenport as Co-CEOs in November
2023 has resulted in a seamless
transition of leadership for the Group.
We’re fortunate to have their deep
understanding of our operations,
market trends and client needs, and
this experience will be critical in
shaping the Group’s future.
On reflection
As we look back on the year, I want
to extend my thanks to you—our
shareholders, Board, dedicated staff,
and valued clients. Your trust and
ongoing support is integral in helping
us achieve our goals, and keep moving
our vision forward.
Thank you for your continued trust in
the Bell Financial Group.
Sincerely,
Brian Wilson AO
Independent Chairman
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Brian Wilson AO
Independent Chairman
03
Bell Financial Group
Annual Report 2024
OPERATING AND FINANCIAL REVIEW
Arnie Selvarajah
Co-CEO
Dean Davenport
Co-CEO
Following two consecutive
years of challenging
conditions, 2024 marked
a change with improving
market sentiment and
a return in investor
confidence. We saw
growth across all
business divisions and
are pleased to report a
full-year profit after tax
of $30.7 million, a 26.4%
increase on 2023.
At a macro level global events continue
to shape the landscape – the ongoing
wars in Ukraine and in the Middle
East, the return of Donald Trump in
the recent US presidential election
and slowing GDP growth in China.
While global inflation began easing in
the second half of the year, prompting
interest rate cuts from the European
Central Bank followed by the US
Federal Reserve, Australian inflation
remained stubbornly high – causing
ongoing cost pressures across the
economy.
Against this backdrop, all our
business units both grew and were
profitable. Revenues in the Technology
& Platforms and the Products &
Services businesses were up 7.8%
to $85.8 million, and profit after
tax was up 15.9% to $21.5 million.
Revenue in the Retail and Institutional
Broking business was up 11.7% to
$177.8 million, and profit after tax
was up 118% to $9.2 million.
A very pleasing result.
Technology & Platforms and Products
& Services: We continue to invest in our
Technology & Platforms and Products
& Services businesses, the benefits
of which are clearly evident in the
numbers. These businesses delivered
record revenue and earnings with more
than 10 consecutive years of growth,
and collectively they contributed 31%
of 2024 Group revenue and 70% of
Group profit after tax. Growth in these
businesses remains a key focus.
Retail and Institutional Broking:
Following consecutive years of
challenging market conditions, our
Retail and Institutional Broking
business benefited from improved
market sentiment and a return in
investor confidence. Broking revenues
were up in the Retail, Institutional and
Foreign Exchange divisions, and early
signs are this momentum will carry
through in 2025.
The Equity Capital Markets division had
another excellent year, executing 106
transactions and raising $2.3 billion in
new capital for our corporate clients.
League tables released by LSEG
ranked us among the top ECM firms in
Australia in 2024, placing us second by
number of deals executed and seventh
by value of deals completed. As we
move into 2025, deal activity remains
strong, providing a good start for the
year.
We remain committed to disciplined,
long-term growth, seeking strategic
opportunities, both internal and
external, that complement and leverage
our strengths. And we will continue
to invest in our people, technology,
products and services.
Several initiatives undertaken
in 2024 included:
• Acquisitions: During the year we
explored several complementary
acquisition opportunities, including
Selfwealth where we made an
offer to acquire 100% of shares
Revenue
11.9% increase on 2023
$276.4m
Profit After Tax
26.4% increase on 2023
$30.7m
04
Bell Financial Group
Annual Report 2024
at $0.25 per share via a scheme
of arrangement. Selfwealth has
subsequently received a conditional
non-binding indicative proposal at
$0.28 per share. We are currently
assessing our options, with financial
discipline being a key consideration.
• Macquarie Online Trading:
We reached an agreement with
Macquarie Bank to transfer
75,000 Macquarie Online Trading
accounts to Bell Direct. Migration
of these accounts is expected to
occur in February. This acquisition
strengthens our position in the
online broking market and creates
new growth opportunities for our
Technology & Platforms business.
• Graduate and Adviser Training
Programs: In 2024 we launched
our inaugural Graduate Program,
attracting over 1,000 applications.
The first intake of ten outstanding
graduates commenced their careers
in February, and we are confident
that over time this program will make
a meaningful contribution to the
business.
During the year we also developed
a comprehensive Adviser Training
Program designed to assist Advisers
in growing and developing their
businesses.
• Cybersecurity: Cybersecurity threats
are ever-present and increasingly
sophisticated. We remain focused
on early threat identification and
the robustness of our security
framework, combined with regular
staff awareness training to
strengthen our security posture.
• Consolidation of Sales & Operations
teams: During the year we brought
together our two sales teams
creating a more co-ordinated sales
focus across the Group. We also
completed the integration of our
two Operations teams following the
migration of Bell Potter Securities
clients onto our Third Party Clearing
platform, delivering meaningful cost
synergies to the Group.
Outlook
The Australian market finished January
at an all-time high, and US markets
were not far behind. In addition,
Australia looks set to start easing
interest rates shortly. Both indicators
are generally positive signs for
equities markets making us cautiously
optimistic for the outlook in 2025.
We have had a solid start to the year
completing several ECM transactions in
January, and the deal pipeline remains
strong. While secondary markets were
relatively quiet in January, which is
normal for this time of year, activity
is now increasing.
Key areas of focus for the year
ahead are:
• We continue to explore external
growth opportunities that
complement our existing businesses,
are accretive, and align with our
strategic objectives.
• Improving our existing Portfolio
Administration Services (PAS)
business to provide a more holistic
investment solution for our clients.
Driving growth in the PAS business is
an important component in building
our fee based recurring revenues.
• Developing new distribution channels
for our products and services.
• Ongoing development of talent
through our Graduate Program and
our Adviser Training Program.
Finally, we would like to thank our
staff and our Board for their support
throughout the year. We would also
like to thank our clients, and our
shareholders – earning and maintaining
your trust is the driver behind
everything we do.
Arnie Selvarajah
Co-CEO, Bell Financial Group
Dean Davenport
Co-CEO, Bell Financial Group
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
05
Bell Financial Group
Annual Report 2024
OPERATING AND FINANCIAL REVIEW CONTINUED
9.8% revenue growth, with contributions
from all three business divisions: Retail
and Institutional Broking, Products &
Services, and Technology & Platforms.
*
Based on Bell Potter Capital net interest
revenue.
** Includes clearing revenue paid by Bell
Potter Securities and product fees paid by
Bell Potter Capital.
2024 profit after tax was $30.7 million,
up 26.4% on 2023. Profit in the Retail
and Institutional Broking business was
up 118% to $9.2 million, and normalised
profit in the Technology & Platforms
and Products & Services businesses
was up 15.9% to $21.5 million. These
two businesses continue to grow and
contributed 70% of Group earnings.
2024 earnings per share (EPS) of
9.6 cents, up 26.4% on 2023.
1. GROUP
REVENUE ($M)
PROFIT AFTER TAX ($M)
EARNING PER SHARE (CENTS)
Products & Services**
Retail and Wholesale
Technology & Platforms*
2024
2023
2022
2021
2020
30.4
165.3
159.2
37.2
24.3
235.7
39.9
224.8
27.8
41.9
36.4
177.8
38.5
44.5
47.3
297.2
292.5
237.6
240.1
263.6
Products & Services
Retail and Wholesale
Technology & Platforms
2024
2023
2022
2021
2020
6.2
8.4
4.2
9.3
4.2
33.2
10.5
28.8
4.8
11.0
8.2
9.2
8.2
12.0
13.3
46.7
44.1
25.7
24.3
30.7
2024
2023
2022
2021
2020
8.0
7.6
14.6
13.8
9.6
06
Bell Financial Group
Annual Report 2024
2024 return on equity (ROE) was 18.3%,
up 21.7% on 2023.
The Technology & Platforms and
Products & Services businesses
continue to grow, providing recurring
revenue streams that underpin growth
in earnings at the Group level. In 2024,
revenue and earnings grew 7.8% and
15.9% respectively representing 31% of
Group revenue, and 70% of Group profit.
A 5-year compound annual growth rate
(CAGR) of 8.7% (revenue) and 12.3%
(profit) respectively.
$25.7 million in fully franked dividends
were paid in 2024, representing a gross
dividend yield of 8.5% (based on the
31 December 2024 BFG share price
of $1.34).
Funds under advice (FUA) closed the
year at a record $85.8 billion – 7.5%
growth year on year.
RETURN ON EQUITY (%)
TECHNOLOGY & PLATFORMS AND
PRODUCTS & SERVICES REVENUE
BREAKDOWN ($M)
DIVIDENDS PAID ($M) AND GROSS
DIVIDEND YIELD (%)
FUNDS UNDER ADVICE ($B)
2024
2023
2022
2021
2020
15.7
15.0
29.0
26.4
18.3
2024
2023
2022
2021
2020
18.4
35.1
14.8
3.7
3.1
4.1
0.9
4.0
3.9
4.1
0.8
15.6
24.3
16.5
27.8
18.4
0.8
21.0
38.5
0.9
21.4
21.3
61.5
67.7
4.0
0.8
19.6
30.4
17.6
72.4
79.6
85.8
Superannuation
Other
Portfolio Lending, Client Funds at Call and structured
loan products
TPP Platform revenue
Portfolio Administration Services (PAS)
2024
2023
2022
2021
2020
22.5
22.5
33.6
35.3
25.7
Dividends Paid ($M)
Gross Dividend Yield (%)
8.4
10.2
7.4
8.5
8.2
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
2024
2023
2022
2021
2020
72.8
79.8
63.9
75.9
85.8
07
Bell Financial Group
Annual Report 2024
OPERATING AND FINANCIAL REVIEW CONTINUED
1. GROUP CONTINUED
2. BROKING – RETAIL AND INSTITUTIONAL
BELL POTTER SECURITIES (BPS)
BFG SHARE PRICE MOVEMENT
January 2023 – December 2024
$0.75
$1.00
$1.25
$1.50
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
January 2024
December 2024
January 2023
BFG Share Price ($A)
S&P/ASX 200 (%)
Brokerage revenue from the Retail,
Institutional and Foreign Exchange (FX)
divisions was $102.4 million (up 7.8%
on 2023). The FX division continues
to grow with revenue up 41.4% to
$8.2 million. The Bell Commodities
Futures division was closed in
February 2024.
Equity Capital Markets (ECM) and
Syndication had another excellent year
with revenues up 26%. 106 transactions
were executed raising in excess of
$2.3 billion in new equity capital,
placing us second by number of deals
executed, and seventh by value of deals
in the Australian Equity Capital Market
league table released by LSEG.
Improving market sentiment resulted
in increased broking revenues, and
in turn, earnings. Profit after tax of
$9.2 million was up 118% on 2023.
RETAIL AND INSTITUTIONAL
EQUITIES BROKERAGE AND FX
AND COMMODITIES REVENUE ($M)
ECM AND SYNDICATION
REVENUE ($M)
PROFIT AFTER TAX ($M)
RETAIL AND INSTITUTIONAL
BROKERS
FX and Commodities
Retail Equities
Institutional Equities
2024
2023
2022
2021
2020
16.1
74.0
68.3
11.5
20.5
85.2
11.5
85.4
19.0
13.2
13.1
79.0
14.5
13.6
8.9
117.2
115.9
103.3
95.0
102.4
Syndication
ECM
2024
2023
2022
2021
2020
52.0
52.4
2.6
106.4
4.6
99.8
5.0
67.9
3.7
3.0
109.0
104.4
57.0
56.1
70.9
2024
2023
2022
2021
2020
8.4
4.2
33.2
28.8
9.2
08
Bell Financial Group
Annual Report 2024
3. TECHNOLOGY & PLATFORMS
THIRD PARTY PLATFORM (TPP)
Revenue from the Technology &
Platforms business was $38.5 million,
a 5.8% increase on 2023. More than
ten consecutive years of growth.
Normalised revenue grew 9.7%.
(Normalised revenue excludes a
$1.3 million rebate received under
the CHESS Replacement Partnership
Program in 2023).
Third Party Platform (TPP) operates
five distinct businesses:
• Bell Direct – Proprietary online retail
broking business.
• Bell Direct Advantage – High Net
Wealth desk.
• Desktop Broker – Execution and
clearing services for the financial
planning industry.
• White Label Online Broking – Turn-
key online broking solution. Clients
include Macquarie and HSBC.
• Third Party Clearing – TPP is an ASX
General Participant, enabling it to
provide third party clearing services
to the stockbroking industry.
* Includes product fees paid by Bell Potter
Capital.
** Includes Bell Potter Securities third party
clearing revenue.
Technology & Platforms normalised
earnings grew 25.1% – a 5-year
CAGR of 18.2%. (Normalised earnings
excludes a $1.3 million rebate received
under the CHESS Replacement
Partnership Program in 2023, and the
reallocation of approximately $1 million
in expenses in 2024 related to the
back‑office consolidation.)
REVENUE ($M)
PROFIT AFTER TAX ($M)
TECHNOLOGY & PLATFORMS
2024
2023
2022
2021
2020
5.1
5.5
4.3
8.6
7.7
7.4
11.7
14.8
14.0
6.5
10.5
6.1
11.0
0.8
2.6
6.0
1.6
6.2
4.8
9.8
7.8
1.2
2.1
24.3
27.8
30.4
35.1
38.5
Bell Direct**
Desktop Broker
Bell Direct Advantage
Third Party Clearing*
White Label
2024
2023
2022
2021
2020
6.2
6.6
4.2
4.8
8.2
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
09
Bell Financial Group
Annual Report 2024
OPERATING AND FINANCIAL REVIEW CONTINUED
4. PRODUCTS & SERVICES
BELL POTTER CAPITAL (BPC)
Product & Services revenue increased
6.1% year on year to $47.3 million.
Client Funds at Call closed the year at
$560 million, up 42.5% on December
2023. The increase is attributable to
strong growth in client funds following
improved market sentiment, with
investors returning to markets.
Funds under administration in our
Portfolio Administration Service (PAS)
and our Super Solutions closed the
year at $5.8 billion, a 13.7% increase
on 2024.
$13.3 million profit after tax, a 10.8%
increase on 2023, and a 5-year CAGR
of 9.4%.
The margin loan book increased 7.9%
to a record $588 million at the end of
2024.
REVENUE ($M)
BELL FINANCIAL TRUST ($M)
CLIENT FUNDS AT CALL
PORTFOLIO ADMINISTRATION AND
SUPERANNUATION ASSETS ($B)
PROFIT AFTER TAX ($M)
LOAN BOOK ($M)
Other
PAS and Super Solutions
Portfolio Lending & Client Funds at Call
2024
2023
2022
2021
2020
19.6
21.5
22.4
3.1
14.8
19.3
0.9
22.5
16.5
0.8
21.4
25.1
21.3
0.8
0.9
37.2
39.9
41.9
44.6
47.3
2024
2023
2022
2021
2020
461.0
393.0
437.0
481.0
560.0
2024
2023
2022
2021
2020
4.2
5.1
4.2
4.5
5.8
2024
2023
2022
2021
2020
5.1
5.7
6.2
1.1
3.0
5.2
0.3
6.2
4.0
0.3
5.5
7.0
6.0
0.3
0.3
9.3
10.5
11.1
12.0
13.3
Other
PAS and Super Solutions
Portfolio Lending & Client Funds at Call
2024
2023
2022
2021
2020
496.0
545.0
470.0
534.0
588.0
10
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
The material business risks faced by Bell Financial Group that are most likely to have an effect on the financial prospects
of the company and how we manage these material risks, are set out below.
Material business risk
Description
Risk management
Cyber risk
The risk that
technology and
information systems
of the Group or a third
party are accessed
without authorisation,
compromised or
suffer outages
• Dedicated Cyber & Information Security (CIS) group consisting of SOC
(Security & Operations Centre) and GRC (Governance, Risk and Compliance)
• Significant investment in cyber and information security software providing
threat detection and protection
• Annual penetration testing conducted using an external provider
• Due diligence on third party providers to assess their cyber resilience
• Member of the Australian Cyber Security Centre providing information
on recent threats and guidance
• Cyber education program for employees, with regular and consistent
training (e.g. phishing, QR code scams, email fraud)
• Board and senior management reports provided by the Chief Technology
Officer
Regulatory risk
The risk that new or
changed regulatory
requirements could
materially increase
compliance costs
or result in non-
compliance, and the
risk of breaching
regulations
• Compliance team led by the Group Head of Compliance that monitors
compliance across the Group and educates employees
• Centralised register of policies to ensure compliance with key regulatory
and exchange requirements and use of surveillance software
• Operationally independent risk and audit team who assess compliance against
key regulatory requirements led by the Head of Internal Risk and Audit
• Compliance training conducted at least twice each year in person at each office
• Regular engagement with regulators and exchanges, and participation
in industry groups
• Legal team led by the Group General Counsel and Company Secretary
providing legal advice and guidance
• Board and senior management reports provided by the Head of Compliance
Financial crime
The risk of failing
to prevent parties
committing illicit
activities such
as fraud, money
laundering, terrorism
financing, bribery and
corruption
• Dedicated Financial Crime Manager
• AML/CTF Operations Committee
• Implementation of payment controls and transaction monitoring tools
• Monitoring risks and controls, to ensure financial crime trends are identified
and incorporated in the control environment
• Regular audit and testing of controls for effectiveness
• Employee training and Compliance guidance notes on trends in fraud and
financial crime
• Board and senior management reports provided by the Chief Technology
Officer
Market risk
The risk of a change
in market conditions
negatively impacting
a business division, in
particular the level of
activity in Retail and
Institutional Broking,
including Equity
Capital Markets
• Diversification of sources of income
• Focus on growing recurring revenue streams that are not dependent
on market cycles
• 70% of group profit after tax is from recurring revenue streams
Credit and
underwriting risk
The risk that a
counterparty will fail
to meet its financial
obligations when
they fall due
• Dedicated Credit Risk Committee for the review of settlement and credit risk
• Underwriting and high risk transactions are separately assessed against
policies, standards and procedures, and require written approval from senior
management
11
Bell Financial Group
Annual Report 2024
The Directors of Bell Financial Group Limited (Bell Financial Group) present their report with the financial report on the consolidated
entity consisting of Bell Financial Group and its controlled entities (the Group) for the financial year ended 31 December 2024.
Board of Directors
As at the date of this report, the
Directors of Bell Financial Group
and their qualifications, experience
and special responsibilities are
stated below. Each Director held
office for the entire year.
BRIAN WILSON AO
MCom (Hons), Hon DUniv
Mr Wilson is the Chairman and he
is an Independent Director. He is
also a member of the Group Risk
and Audit Committee. Mr Wilson was
appointed to the Board in October 2009.
Mr Wilson was formerly Chairman of
Australia’s Foreign Investment Review
Board, Chancellor of University of
Technology Sydney, a member of
the Payments System Board of the
Reserve Bank of Australia, a Senior
Advisor to The Carlyle Group and
Chairman of the UTS Foundation.
He was a member of the
Commonwealth Government Review
of Australia’s Superannuation
System and a member of the ATO
Superannuation Reform Steering
Committee. Mr Wilson retired in
2009 as a Managing Director of the
global investment bank Lazard, after
co-founding the firm in Australia in
2004 and prior to that was a Vice-
Chairman of Citigroup Australia and
its predecessor companies.
ALASTAIR PROVAN
Mr Provan is a Non-Executive
Director. He was the Executive
Chairman of Bell Financial Group from
August 2019 to October 2023. Prior
to that he was the Managing Director.
Mr Provan joined Bell Commodities
in 1983 and held a number of dealing
and management roles prior to
becoming Managing Director in 1989.
DIRECTORS’ REPORT
For the year ended 31 December 2024
12
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
GRAHAM CUBBIN
BEcon (Hons), FAICD
Mr Cubbin is an Independent Director.
He is also Chairman of the Group Risk
and Audit Committee. Mr Cubbin was
appointed to the Board in September
2007. Mr Cubbin was a senior
executive with Consolidated Press
Holdings Limited (CPH) from 1990
until September 2005, including Chief
Financial Officer for 13 years. Prior
to joining CPH, he held senior finance
positions with a number of major
companies including Capita Financial
Group and Ford Motor Company.
Mr Cubbin has over 20 years’
experience as a Director and Audit
Committee member of public
companies in Australia and the US.
He is a Non-Executive Director
of Teys Australia Pty Ltd.
Other listed companies –
past three years
Non-Executive Director,
White Energy Company Limited
(February 2010-March 2023)
Non-Executive Director,
McPherson’s Limited
(September 2010-February 2022)
CHRISTINE FELDMANIS
BComm, MAppFin, SFFin, TFASFA,
FAICD, CPA, CSA, AGIA, JP
Ms Feldmanis is an Independent
Director. She is also a member of the
Group Risk and Audit Committee.
Ms Feldmanis was appointed to the
Board in February 2020. She has more
than 30 years of experience in the
financial arena, with both government
and private sectors. Ms Feldmanis has
extensive experience in investment
management, finance, accounting
and risk management, legal and
regulatory compliance, governance
and business building in both the
listed and unlisted financial products
markets. She is currently a Non-
Executive Director and Chair of the
Audit and Risk Committees of Omni
Bridgeway Ltd, Rabobank Australia
Ltd, Utilities of Australia Pty Ltd, and
is Chair of Bell Asset Management
Ltd. Ms Feldmanis formerly held
senior executive and C suite positions
with firms including Deloitte, Elders
Finance, Bankers Trust, NSW TCorp
and Treasury Group Limited.
Other listed companies –
past three years
Non-Executive Director, Omni
Bridgeway Ltd (May 2008-present)
Non-Executive Director,
United Malt Group Ltd
(January 2023-November 2023)
ANDREW BELL
BCom, MBA
Mr Bell is a Non-Executive Director.
He was appointed to the Board
in November 2023. Mr Bell joined
Bell Commodities alongside his
brother Colin Bell in 1978, and he
helped to build and develop Bell
Financial Group’s businesses in
derivatives, equities and capital
markets. Mr Bell has been a Director
of Bell Potter Securities Ltd and
Bell Potter Capital Ltd since 2001.
Prior to joining Bell Commodities,
Mr Bell was an executive at
investment banks in Melbourne and
London. He is an Adviser to high
net worth and corporate clients at
Bell Potter Securities.
13
Bell Financial Group
Annual Report 2024
Directors’ Report (CONTINUED)
For the year ended 31 December 2024
Co-Chief Executive Officers
ARNIE SELVARAJAH
BComm, MBA (Executive) (AGSM), ACA, MSIAA
Arnie Selvarajah has been the Co-Chief Executive Officer of Bell Financial Group since November 2023. He joined Bell Financial
Group in 2008 and held the position of Chief Executive Officer of the Technology & Platforms business, Third Party Platform Pty
Ltd, for more than 15 years. Arnie has been a Director of Bell Potter Securities Ltd since 2018, Third Party Platform Pty Ltd since
2010 and Bell Potter Capital Ltd since 2023. Prior to joining Bell Financial Group, Arnie held senior roles with CBA, CommSec and
Bankers Trust, as well as within the FMCG sector at National Foods.
DEAN DAVENPORT
BBus
Dean Davenport has been the Co-Chief Executive Officer of Bell Financial Group since November 2023 and is the Acting Chief
Financial Officer. Dean was previously the Chief Financial Officer and Chief Operating Officer of Bell Financial Group for over
25 years. He is a qualified Chartered Accountant with over 30 years’ financial services experience. Dean has been a Director of
Bell Potter Securities Ltd since 2013, Third Party Platform Pty Ltd since 2020 and Bell Potter Capital Ltd since 2007.
Prior to joining Bell Financial Group, Dean was employed at KPMG.
Principal activities
The principal activities of the Group during the year were the provision of full service broking, online broking, corporate finance
and financial advisory services to private, institutional and corporate clients, and the development of proprietary technology,
platforms, products and services. With over 700 employees, the Group operates across 11 offices in Australia and has offices
in New York, London, Hong Kong and Kuala Lumpur.
Operating and financial review
Please refer to pages 4 to 10 of this report for the following in respect of the Group:
• a review of operations during the financial year and the results of those operations,
• likely developments in the Group’s operations in future financial years and the expected results of those operations,
• comments on the financial position, and
• comments on business strategies and prospects for future financial years, including material business risks.
In respect of likely developments, business strategies and prospects for future financial years, material which if included
would be likely to result in unreasonable prejudice to the Group, has been omitted.
14
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Dividends
Subsequent to the year ended 31 December 2024, the Directors have resolved to pay a fully franked final dividend of 4.0 cents per
share. This dividend is payable on 19 March 2025.
Dividends paid to shareholders during the financial year ended 31 December 2024 were as follows:
Dividend
Per share
Total
$’000
Fully
Franked
Date of payment
2024
Interim 2024 ordinary
4.0 cents
12,830
Yes
10 September 2024
Final 2023 ordinary
4.0 cents
12,830
Yes
14 March 2024
2023
Interim 2023 ordinary
3.0 cents
9,622
Yes
12 September 2023
Final 2022 ordinary
4.5 cents
14,433
Yes
15 March 2023
State of affairs
There were no other significant changes in the Group’s state of affairs during the financial year ended 31 December 2024 that are
not otherwise disclosed in this report.
Board and Board Committee meetings and attendance
The number of meetings of the Board of Directors and the Group Risk and Audit Committee (GRAC), and individual attendance by
Directors at those meetings at which they were eligible to attend and vote during the financial year, is stated below:
Board
GRAC
Director
Held
Attended
Held
Attended
Brian Wilson AO
7
7
4
4
Alastair Provan
7
6
–
–
Graham Cubbin
7
7
4
4
Christine Feldmanis
7
7
4
4
Andrew Bell
7
7
–
–
Directors’ shareholdings and other relevant interests
As at the date of this report, the Directors have the following relevant interests in Bell Financial Group ordinary shares:
Fully paid
ordinary
shares
Deemed
relevant
interest
Total
Director
Brian Wilson AO
1,200,000
–
1,200,000
Alastair Provan1
5,939,998
146,355,350
152,295,348
Graham Cubbin
216,000
–
216,000
Christine Feldmanis
175,000
–
175,000
Andrew Bell
2,738,000
–
2,738,000
1. Mr Provan is deemed to have a relevant interest in the BFG ordinary shares held by Bell Group Holdings Pty Ltd (ACN 004 845 710), Bell Securities Pty Ltd
(ACN 006 465 498) and Bell Asset Management (Holdings) Pty Ltd (ACN 078 023 248) – 146,355,350 BFG ordinary shares.
The following Directors and/or their related parties hold units in the Bell Financial Trust, a registered scheme that is made
available by a related body corporate of Bell Financial Group:
• Mr Provan and his related parties – 3 units,
• Ms Feldmanis’s related party – 1 unit, and
• Mr A Bell and his related parties – 4 units.
15
Bell Financial Group
Annual Report 2024
Directors’ Report (CONTINUED)
For the year ended 31 December 2024
Company Secretary
Cindy-Jane Lee, BEc, LLB, GAICD was appointed as Company Secretary on 10 January 2014 and is also the Group’s General
Counsel. Before joining Bell Financial Group, Ms Lee held the position of Regional Legal Counsel, South Asia with Mercer.
Ms Lee has over 20 years’ experience in corporate and financial services law working in law firms and multinational companies
in Australia, London and Singapore. Ms Lee holds a Bachelor of Economics and a Bachelor of Laws.
Corporate Governance
Bell Financial Group recognises the importance of good corporate governance. As required under the ASX listing rules, Bell
Financial Group has a Corporate Governance Statement which has been lodged with the ASX, disclosing the extent to which it has
followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A copy of the Corporate
Governance Statement is located at the Corporate Governance section of our website: www.bellfg.com.au/#corporate-governance.
Copies of the Board Charter, Code of Conduct, Group Risk and Audit Committee Charter, Diversity Policy, Disclosure and
Communication Policy, Description of Risk Management Policy and Framework, Trading Policy, Whistleblower Policy and Modern
Slavery Statement are also located here.
Directors’ and officers’ indemnity and insurance
Bell Financial Group has entered into a Deed of Access, Insurance and Indemnity with each Director. Under the Deed, Bell Financial
Group has agreed to indemnify the Director, to the maximum extent permitted by law, against certain liabilities and legal costs.
Bell Financial Group maintains a directors’ and officers’ insurance policy that provides cover for the Directors, officers, company
secretaries and senior executives in the Group. The insurance policy prohibits disclosure of the premium payable under the policy
and the nature of the liabilities insured.
Environmental regulation
The operations of the Group are not subject to any particular and significant environmental regulation under a law of the
Commonwealth or of a State or Territory.
Non-audit services
Amounts paid or payable to KPMG, the auditor of the Group, for non-audit services provided during the year ended 31 December
2024 totalled $33,815 (2023 : $31,721). Further details are set out in note 38 of the Consolidated Financial Statement.
The Directors are satisfied, in accordance with the advice provided by the GRAC, that the provision of non-audit services during the
year by KPMG is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth)
(‘Corporations Act’), and did not compromise the auditor independence requirements of the Corporations Act, for the following reasons:
• the non-audit services provided were not considered to be materially in conflict with the role of the auditor, and
• the Directors are unaware of any matter relating to the provision of non-audit services which would impair the impartial and
objective judgement of the auditor.
Events after the end of the financial year
On 22 January 2025, Bell Financial Group announced that it had reached an agreement with Macquarie Bank which will see
approximately 75,000 accounts transfer from Macquarie Online Trading to the Group’s Bell Direct and Desktop Broker brands.
The transition of accounts from Macquarie Online Trading is expected to be completed after 22 February 2025.
Other than the above matter, at the date of this report the Directors are not aware of any matter or circumstance that has arisen
since the end of the financial year, that has significantly affected or may significantly affect the Group’s operations, the results
of those operations, or the Group’s state of affairs, in future financial years.
16
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Remuneration Report (audited)
This Remuneration Report describes Bell Financial Group’s ‘key management personnel’ (KMP) remuneration arrangements as
required by the Corporations Act. KMP include senior executives with the authority and responsibility for planning, directing and
controlling the activities of the Group as well as Non-Executive Directors (NEDs). The NEDs are required by the Corporations Act
to be included as KMP for the purposes of disclosures in the Remuneration Report, however do not consider themselves part
of management. In this report, ‘Executive KMP’ refers to KMP who are not on the Board (the Co-CEOs). Each person named below
was a KMP for the entire year.
1. KMP
Name
Position
Non-Executive Directors
Brian Wilson AO
Independent Chairman
Alastair Provan
Non-Executive Director
Graham Cubbin
Independent Director
Christine Feldmanis
Independent Director
Andrew Bell
Non-Executive Director
Senior Executives
Arnie Selvarajah
Co-Chief Executive Officer
Dean Davenport
Co-Chief Executive Officer and Acting Chief Financial Officer
2. Overview of remuneration policy and framework
Bell Financial Group remunerates the Co-CEOs, managers, Advisers and other employees by one or more of fixed salary,
commission entitlements and other short-term and long-term incentives. Non-Executive Directors receive a fixed fee and the
superannuation guarantee rate only for their role on the Board. Where remuneration is linked to performance, net profit/(loss)
after tax and earnings per share are key performance measures, in addition to individual objectives. In considering the Group’s
performance and benefits for shareholder wealth for the financial year ended 31 December 2024, the Board had regard to the
following financial indicators in respect of the current financial year and previous financial years.
2020
2021
2022
2023
2024
Net profit/(loss) after tax ($’000)
$46,695
$44,118
$25,687
$24,324
$30,741
Share price at year end ($)
$1.82
$1.865
$0.98
$1.35
$1.34
Earnings per Share (cents)
14.6
13.8
8.0
7.6
9.6
Dividends paid ($’000)
$27,263
$35,281
$28,867
$24,055
$25,660
Bell Financial Group has established two equity-based plans to assist in the attraction, retention and motivation of management
and employees of the Group, the Long-Term Incentive Plan (LTIP) and the Employee Share Acquisition (Tax Exempt) Plan (ESP).
Each plan contains customary and standard terms for dealing with the administration of an employee share plan, and the
termination and suspension of the plan. Participants in the plans must not enter into a transaction or arrangement or otherwise
deal in financial products which operate to limit the economic risk of the unvested Bell Financial Group securities issued under
the plans.
17
Bell Financial Group
Annual Report 2024
Directors’ Report (CONTINUED)
For the year ended 31 December 2024
Remuneration Report (audited) (continued)
3. Fixed compensation
Fixed compensation consists of base compensation as well as employer contributions to superannuation funds. Compensation
levels are reviewed annually through a process that considers individual performance and that of the overall Group.
4. Commission
Commission entitlements are determined by the Board from time to time and aim to align the remuneration of management,
Advisers and key employees with the Group’s performance. Certain key employees and Advisers are paid a commission based on
revenue generated by the individual during the year. This creates a strong incentive for key employees and Advisers to maximise
Bell Financial Group’s revenue and performance.
5. Performance linked compensation
Performance linked compensation includes both short-term and long-term incentives and is designed to reward executives for
meeting or exceeding their financial and individual objectives. The short-term incentive is an ‘at risk’ bonus provided in the form of
cash and/or shares, while the long-term incentive is provided as options or performance rights over ordinary shares of the Group.
6. Short-term incentive bonus
The Group pays certain employees a short-term incentive (STI) annually. The Board is responsible for determining who is eligible
to participate in STI arrangements, as well as the structure of those arrangements.
For the financial year ended 31 December 2024, an STI was payable to certain employees who are not remunerated by reference to
commission, which was a discretionary annual cash bonus and/or shares determined based on the Group’s financial performance
during the year, key performance indicators, industry competitive measures and individual performance over the period. The STI
aims to ensure that employee remuneration is aligned with the Group’s financial performance and growth.
7. Long-term incentive plan (LTIP)
The LTIP is part of the Group’s remuneration strategy and is designed to align the interests of the Group’s management with the
interests of shareholders to assist the Group in the attraction, motivation and retention of executives, managers and Advisers. In
particular, the LTIP is designed to provide employees with an incentive for future performance, with conditions for the vesting and
exercise of the options or performance rights under the LTIP, therefore encouraging them to remain with the Group and contribute
to its future performance.
Eligible persons participating may be granted options or performance rights on the terms and conditions in the LTIP rules and as
determined by the Board from time to time. An option or performance right is a right, subject to the satisfaction of the applicable
vesting conditions and exercise conditions, to subscribe for a share in the Group.
If persons become entitled to participate in the LTIP and their participation requires approval under Chapter 10 of the ASX listing
rules, they will not participate in the LTIP until that shareholder approval is received.
No share options were granted during the year to 31 December 2024 (2023: Nil).
577,470 performance rights were granted during the year to 31 December 2024 (2023: Nil). See Section 9 of this Remuneration
Report for more information.
8. Service agreements
8.1 Co-CEOs
The Co-CEOs have employment contracts with no fixed end date. Each Co-CEO may resign by providing 6 months’ notice. The
Board may terminate the employment of either Co-CEO at any time on 6 months’ notice. Each Co-CEO’s employment may also
be terminated without notice in certain circumstances such as serious misconduct. There were no changes to the fixed annual
remuneration for the Co-CEOs during the year. Each Co-CEO was paid fixed remuneration of $600,000 (including superannuation)
for the year ended 31 December 2024.
8.2 Senior Executives
All key executives are permanent employees of Bell Financial Group. Each executive has an employment contract with no fixed end
date. Any executive may resign from their position by giving four weeks’ written notice. The Group may terminate an employment
contract by providing written notice or making payment in lieu of notice in accordance with the Group’s termination policies. The
Group may terminate an employment contract at any time for serious misconduct.
18
Bell Financial Group
Annual Report 2024
8.3 Non-Executive Directors
On appointment to the Board, each Non-Executive Director was provided with a letter of appointment setting out the terms of
their appointment, including responsibilities, duties, rights and remuneration, relevant to the office of director. Non-Executive
Directors do not receive bonuses, incentive payments or equity-based pay. They receive a fixed annual fee inclusive of compulsory
superannuation contributions. Each Non-Executive Director was paid an annual fee of $100,000 (including superannuation) for the
year ended 31 December 2024.
9. Employee Share Acquisition (Tax Exempt) Plan (ESP)
No interests under the ESP were provided to employees during the year to 31 December 2024 (2023: Nil).
10. Co-CEOs’ incentive awards
Each Co-CEO is eligible to receive an annual incentive award subject to the financial and non-financial performance of the Group
and performance against targets set by the Board. The performance criteria include earnings per share performance, growth in
profit from recurring revenues, strong compliance culture and performance, promotion of the Company and its brands, employee
performance, and technology development.
The incentive opportunity is capped at 175% of fixed annual remuneration and is as follows:
• 50% of any award will be paid in cash (STI)
• 50% of any award will be in performance rights (LTI).
Vesting of performance rights granted in respect of a financial year occurs:
• 1/3 on 1 January of the year 3 years after the year of the grant (for a FY24 grant this would be 1 January 2027)
• 1/3 on 1 January of the year 4 years after the year of the grant
• 1/3 on 1 January of the year 5 years after the year of the grant,
subject to certain good leaver provisions.
Effective 12 December 2024, each Co-CEO was awarded the following incentive award in respect of the financial year ended
31 December 2024:
Target
opportunity
% target STI
awarded
Outcome
STI
(cash)
LTI
(performance
rights)
Dean Davenport
$1,050,000
70%
$735,000
$367,500
288,735
Arnie Selvarajah
$1,050,000
70%
$735,000
$367,500
288,735
Short-term incentive (STI) award
The STI was paid in cash on 20 December 2024.
Long-term incentive (LTI) award
The LTI was a grant of performance rights on 12 December 2024 under the Long Term Incentive Plan.
Each performance right granted provides the right to acquire one BFG fully paid ordinary share for zero consideration. It does
not provide any legal or beneficial interest in any shares and the Co-CEOs do not receive any distributions, dividends or other
shareholder benefits. Shares are allocated and held by the trustee of the Bell Financial Group Employee Share Trust on trust
for the Co-CEOs until they are withdrawn.
The number of performance rights granted to each Co-CEO was determined by dividing 50% of their annual incentive award
by the fair value of BFG shares. The fair value was calculated as the 30-day volume weighted average price (VWAP) of BFG
shares up to and including the date of the Board’s decision (9 December 2024) to award performance rights.
The performance rights will vest as follows:
1 January 2027
1 January 2028
1 January 2029
Dean Davenport
96,245 shares
96,245 shares
96,245 shares
Arnie Selvarajah
96,245 shares
96,245 shares
96,245 shares
On the relevant vesting date, the Co-CEO must be either employed or characterised as a good leaver by the Board. The
performance rights may be exercised at any time on or after their vesting date and before their expiry date, which is seven years
after their grant date (11 December 2031).
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
19
Bell Financial Group
Annual Report 2024
Directors’ Report (CONTINUED)
For the year ended 31 December 2024
Remuneration Report (audited) (continued)
10.1 KMP remuneration
Details of the remuneration of each KMP are tabled below.
Short-term
Salary
& fees
$
STI
cash bonus
$
Other short
term benefits
$
Total
Non-Executive Directors
Brian Wilson AO, Chairman
2024
89,888
–
–
89,888
2023
90,294
–
–
90,294
Alastair Provan
2024
89,888
–
–
89,888
2023
446,799
500,000
34,983
981,782
Graham Cubbin
2024
89,888
–
–
89,888
2023
90,294
–
–
90,294
Christine Feldmanis
2024
100,000
–
–
100,000
2023
100,000
–
–
100,000
Andrew Bell
2024
100,000
–
–
100,000
2023
15,015
–
–
15,015
Total compensation:
Directors (consolidated)
2024
469,644
–
–
469,644
2023
742,402
500,000
34,983
1,277,385
Short-term
Salary &
fees
$
STI
cash bonus
$
Other short
term benefits
$
Total
Senior Executives
Arnie Selvarajah, Co-CEO1
2024
548,258
367,500
23,076
938,834
2023
95,434
275,000
–
370,434
Dean Davenport, Co-CEO and Acting Chief
Financial Officer2
2024
545,950
367,500
25,384
938,834
2023
381,218
275,000
24,615
680,833
Lewis Bell, Former Head of Compliance3
2024
–
–
–
–
2023
302,806
–
–
302,806
Rowan Fell, CEO of Bell Potter Capital3
2024
–
–
–
–
2023
210,200
500,000
41,884
752,084
Andrew Bell, Executive Director of Bell
Potter Securities3
2024
–
–
–
–
2023
188,562
–
–
188,562
Total compensation:
Executives (consolidated)
2024
1,094,208
735,000
48,460
1,877,668
2023
1,178,220
1,050,000
66,499
2,294,719
1. Mr Selvarajah became an Executive KMP on 1 November 2023 when he was appointed as a Co-Chief Executive Officer.
2. Mr Davenport was an Executive KMP for the entire financial year ending 31 December 2023. He was appointed as a Co-Chief Executive Officer
on 1 November 2023. Prior to that he was the Chief Financial Officer.
3. Mr L Bell, Mr A Bell and Mr Fell ceased to be Executive KMP on 31 October 2023.
4.
Mr Davenport’s and Mr Selverajah’s 2023 other long-term benefits did not reflect the entitlements earned in 2023. The 2023 amounts have therefore
been restated to include the entitlements earned in that year.
10.2 Options and equity instruments
No options over the Group’s shares or other equity instruments are held by KMP.
20
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Post-
employment
Other
long term4
$
Termination
benefits
$
Share-based
payments
$
Total
$
Proportion of
remuneration
performance
related
%
Value of
performance
rights as
proportion of
remuneration
%
Superannuation
benefits
$
10,122
–
–
–
100,000
0%
0%
9,706
–
–
–
100,000
0%
0%
10,122
–
–
–
100,000
0%
0%
23,431
8,077
–
–
1,013,290
50%
0%
10,122
–
–
–
100,000
0%
0%
9,706
–
–
–
100,000
0%
0%
–
–
–
–
100,000
0%
0%
–
–
–
–
100,000
0%
0%
–
–
–
–
100,000
0%
0%
1,652
–
–
–
16,667
0%
0%
30,366
–
–
–
500,000
0%
0%
44,495
8,077
–
–
1,329,957
38%
0%
Post-
employment
Other long
term
$
Termination
benefits
$
Share-based
payments
$
Total
$
Proportion of
remuneration
performance
related
%
Value of
performance
rights as
proportion of
remuneration
%
Superannuation
benefits
$
28,665
10,600
–
6,161
984,260
38%
1%
4,566
10,600
–
–
385,600
71%
0%
28,665
10,706
–
6,161
984,366
38%
1%
27,500
10,600
–
–
718,933
38%
0%
–
–
–
–
–
0%
0%
21,779
6,881
–
–
331,466
0%
0%
–
–
–
–
–
0%
0%
22,917
2,688
–
–
777,689
64%
0%
–
–
–
–
–
0%
0%
19,722
–
–
–
208,284
100%
0%
57,330
21,306
–
12,322
1,968,626
38%
1%
96,484
30,769
–
–
2,421,972
52%
0%
21
Bell Financial Group
Annual Report 2024
Directors’ Report (CONTINUED)
For the year ended 31 December 2024
Remuneration Report (audited) (continued)
11. Loans to KMP and their related parties
All loans to KMP and their related parties are margin loans provided in the ordinary course of business on standard terms and
conditions that are no more favourable than those provided to other employees or clients, including the interest rate and security
required. Details on the aggregate loans provided to KMP and their related parties are as follows.
31 Dec 2024
$
Opening balance
1,003,863
Closing balance1
582,674
Interest charged
53,414
1.
The aggregate loan amount at the end of the reporting period includes loans to 3 KMP.
Details of KMP (including their related parties) with an aggregate of loans above $100,000 during the reporting period are as follows:
Balance
1 Jan 24
$
Balance
31 Dec 24
$
Interest paid
and payable
in period
$
Highest
balance in
period1
$
Andrew Bell
199,606
400,000
40,414
547,917
Dean Davenport
88,923
101,918
7,072
111,366
1.
Represents the highest loan balance during the reporting period for the individual KMP. All other items in the table relate to KMP and their related parties.
Rounding of amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instruments 2016/191, amounts in this report
have been rounded off to the nearest thousand dollars, unless otherwise indicated.
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 23 and forms part of the Directors’ Report for the financial year
ended 31 December 2024.
This report is made in accordance with a resolution of the Directors.
Brian Wilson AO
Independent Chairman
18 February 2025
22
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
LEAD AUDITOR’S INDEPENDENCE DECLARATION
For the year ended 31 December 2024
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Bell Financial Group Ltd
I declare that, to the best of my knowledge and belief, in relation to the audit of Bell Financial Group Ltd
for the financial year ended 31 December 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Luke Sullivan
Partner
Melbourne
18 February 2025
23
Bell Financial Group
Annual Report 2024
STATEMENT OF PROFIT OR LOSS
For the year ended 31 December 2024
Consolidated
$’000
Note
2024
2023
Rendering of services
6, 7.
224,462
196,510
Finance income
10.
53,818
49,934
Investment gains/(losses)
8.
(2,439)
(1,407)
Other income
9.
543
1,965
Total revenue
276,384
247,002
Employee expenses
11.
(152,753)
(140,275)
Depreciation and amortisation expenses
16,17,31.
(10,776)
(10,958)
Occupancy expenses
(3,306)
(3,065)
System and communication expenses
(12,232)
(10,895)
Market information expenses
(7,684)
(7,897)
ASX & Other clearing expenses
(5,205)
(5,174)
Professional expenses
(3,268)
(3,358)
Finance expenses
10.
(23,910)
(18,203)
Other expenses
(13,250)
(11,827)
Total expenses
(232,384)
(211,652)
Profit before income tax
44,000
35,350
Income tax expense
12.
(13,259)
(11,026)
Profit for the year
30,741
24,324
Attributable to:
Equity holders of the Company
30,741
24,324
Profit for the year
30,741
24,324
Earnings per share:
Cents
Cents
Basic earnings per share
28.
9.6
7.6
Diluted earnings per share
28.
9.6
7.6
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
24
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Consolidated
$’000
Note
2024
2023
Profit for the year
30,741
24,324
Other comprehensive income/(loss)
Items that may be classified to profit or loss
Change in fair value of cash flow hedge, net of tax
(165)
(386)
Foreign operations – foreign currency translation differences, net of tax
486
156
Other comprehensive income/(loss) for the year, net of tax
321
(230)
Total comprehensive income for the year
31,062
24,094
Attributable to:
Equity holders of the Company
31,062
24,094
Total comprehensive income for the year
31,062
24,094
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
25
Bell Financial Group
Annual Report 2024
STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2024
Consolidated
$’000
Note
2024
2023
Assets
Cash and cash equivalents
13.
177,342
216,780
Trade and other receivables
14.
87,543
176,602
Prepayments
1,442
1,337
Financial assets at fair value
15.
11,558
15,593
Derivative assets
30.
2,041
81
Loans and advances
19.
587,082
546,149
Right of use assets
31.
33,708
40,047
Deferred tax assets
18.
6,046
4,765
Property, plant and equipment
16.
1,429
1,512
Goodwill
17.
130,413
130,413
Intangible assets
17.
15,361
15,525
Total assets
1,053,965
1,148,804
Liabilities
Trade and other payables
20.
123,963
257,626
Deposits and borrowings
21.
602,019
566,518
Current tax liabilities
22.
886
1,672
Lease liabilities
31.
42,132
48,497
Derivative liabilities
30.
177
158
Employee benefits
24.
43,431
38,390
Provisions
23.
500
500
Total liabilities
813,108
913,361
Net assets
240,857
235,443
Equity
Contributed equity
26.
204,237
204,237
Other equity
26.
(28,858)
(28,858)
Reserves
26.
(914)
(1,247)
Retained earnings
26.
66,392
61,311
Total equity attributable to equity holders of the Company
240,857
235,443
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
26
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
Capital
$’000
Other
Equity
$’000
Treasury
Shares
Reserve
$’000
Share
Based
Payments
Reserve
$’000
Cash
Flow
Hedge
Reserve
$’000
Foreign
Currency
Reserve
$’000
Retained
Earnings
$’000
Total
Equity
$’000
Balance at 1 January 2023
204,237
(28,858)
(2,620)
–
398
1,205
61,042
235,404
Total comprehensive income
Profit/(loss) for the year
–
–
–
–
–
–
24,324
24,324
Other comprehensive income
Change in fair value of cash flow hedges
–
–
–
–
(386)
–
–
(386)
Translation of foreign currency reserve
–
–
–
–
–
156
–
156
Total other comprehensive income
–
–
–
–
(386)
156
–
(230)
Total comprehensive income for the year
–
–
–
–
(386)
156
24,324
24,094
Transactions with owners, recorded
directly in equity
Transfer of retained earnings
–
–
–
–
–
–
–
–
Purchase of treasury shares
–
–
–
–
–
–
–
–
Share based payments
–
–
–
–
–
–
–
–
Issuance of share based payment
–
–
–
–
–
–
–
–
Dividends
–
–
–
–
–
–
(24,055)
(24,055)
Balance at 31 December 2023
204,237
(28,858)
(2,620)
–
12
1,361
61,311
235,443
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
Share
Capital
$’000
Other
Equity
$’000
Treasury
Shares
Reserve
$’000
Share
Based
Payments
Reserve
$’000
Cash
Flow
Hedge
Reserve
$’000
Foreign
Currency
Reserve
$’000
Retained
Earnings
$’000
Total
Equity
$’000
Balance at 1 January 2024
204,237
(28,858)
(2,620)
–
12
1,361
61,311
235,443
Total comprehensive income
Profit/(loss) for the year
–
–
–
–
–
–
30,741
30,741
Other comprehensive income
Change in fair value of cash flow hedges
–
–
–
–
(165)
–
–
(165)
Translation of foreign currency reserve
–
–
–
–
–
486
–
486
Total other comprehensive income
–
–
–
–
(165)
486
–
321
Total comprehensive income for the year
–
–
–
–
(165)
486
30,741
31,062
Transactions with owners, recorded
directly in equity
Transfer of retained earnings
–
–
–
–
–
–
–
–
Purchase of treasury shares
–
–
–
–
–
–
–
–
Share based payments
–
–
–
12
–
–
–
12
Issuance of share based payment
–
–
–
–
–
–
–
–
Dividends
–
–
–
–
–
–
(25,660)
(25,660)
Balance at 31 December 2024
204,237
(28,858)
(2,620)
12
(153)
1,847
66,392
240,857
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
27
Bell Financial Group
Annual Report 2024
STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
Consolidated
$’000
Note
2024
2023
Cash flows from/(used in) operating activities
Cash receipts from customers and clients
238,804
213,831
Cash paid to suppliers and employees
(211,720)
(196,186)
Net cash used in client related receivables and payables
(44,038)
(90,023)
Cash generated from operations1
(16,954)
(72,378)
Dividends received
163
153
Interest received
53,966
49,927
Interest paid
(23,910)
(18,203)
Income taxes paid
(15,326)
(10,608)
Net cash from/(used in) operating activities
25.
(2,061)
(51,109)
Cash flows from/(used in) investing activities
Proceeds from sale of investments
8,013
1,354
Acquisition of property, plant and equipment
(439)
(828)
Acquisition of other investments
(5,377)
(4,385)
Net cash from/(used in) investing activities
2,197
(3,859)
Cash flows from/(used in) financing activities
Dividends paid
(25,660)
(24,055)
On market share purchases
–
–
Payment of lease liabilities
(7,209)
(5,243)
Bell Potter Capital (Margin Lending)
Deposits/(Withdrawals) from client cash balances
167,023
(68,916)
(Issuance)/Drawdown of margin loans
(42,206)
(49,245)
(Repayment)/Drawdown of borrowings
(131,522)
130,000
Net cash used in financing activities
(39,574)
(17,459)
Net (decrease)/increase in cash and cash equivalents
(39,438)
(72,427)
Cash and cash equivalents at 1 January
216,780
289,207
Cash and cash equivalents at 31 December
13, 25.
177,342
216,780
1. ‘Cash generated from operations’ includes Group cash reserves and client balances. Refer to note 13 for further information on cash and cash equivalents.
The notes on pages 29 to 67 are an integral part of these Consolidated Financial Statements.
28
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
Bell Financial Group Ltd (‘Bell Financial
Group’ or the ‘Company’) is domiciled
in Australia. The address of the
Company’s registered office is Level 29,
101 Collins Street, Melbourne, VIC. The
Consolidated Financial Statements of
the Company comprise the Company,
and its controlled entities (the ‘Group’
or ‘Consolidated Entity’). The Group is
a for-profit entity. Bell Financial Group
is an Australian-based provider of
stockbroking, investment and financial
advisory services.
1. Material accounting
policies
Set out below is a summary of
material accounting policies adopted
by the Company and its subsidiaries
in the preparation of the Consolidated
Financial Statements.
a) Basis of preparation
Statement of compliance
The financial report is a general
purpose financial report prepared in
accordance with Australian Accounting
Standards (AASBs) (including
Australian Accounting Interpretations)
adopted by the Australian Accounting
Standards Board (AASB) and the
Corporations Act 2001. The consolidated
financial report of the Group and the
financial report of the Company comply
with International Financial Reporting
Standards (IFRS) and interpretations
adopted by the International Accounting
Standards Board (IASB).
The Financial Statements were
approved by the Board of Directors
on 18 February 2025.
The accounting policies set out below,
except as noted, have been applied
consistently to all periods presented
in these Consolidated Financial
Statements, and have been consistently
applied by all entities within the
consolidated entity.
The Group has consistently applied
the following accounting policies to all
periods presented in these consolidated
financial statements, except if
mentioned otherwise.
Basis of measurement
These Consolidated Financial
Statements have been prepared under
the historical cost convention, except for
financial assets and liabilities (including
derivative instruments and loans) at fair
value through the profit or loss.
Functional and presentation currency
These Consolidated Financial
Statements are presented in
Australian dollars, which is the
Company’s functional currency and
the functional currency of the majority
of the Group. The Company is of a
kind referred to in ASIC Corporations
(Rounding in Financial/Directors’
Reports) Instrument 2016/191 and
in accordance with that Instrument,
all financial information presented in
Australian dollars has been rounded
to the nearest thousand dollars unless
otherwise stated.
Removal of parent entity
financial statements
The Group has applied amendments to
Section 295(2)(b) of the Corporations
Act 2001 that remove the requirement
for the Group to lodge parent entity
financial statements. Parent entity
financial statements have been
replaced by the specific parent entity
disclosures in note 32.
b) Principles of consolidation
Business combinations
The Group applies AASB 3 Business
Combinations (2008) and amended
AASB 127 Consolidated and Separate
Financial Statements (2008) for
business combinations.
Subsidiaries
Subsidiaries are all entities controlled
by the Group. The Group controls an
entity when it is exposed to, or has
rights to, variable returns from its
involvement with the entity and has
the ability to affect those returns
through its power over the entity. The
financial statements of subsidiaries are
included in the Consolidated Financial
Statements from the date that control
commenced until the date that control
ceases. All controlled entities have a 31
December balance date.
Intra-group balances, and any
unrealised income and expenses
arising from intra-group transactions,
are eliminated in preparing the
Consolidated Financial Statements.
c) Revenue recognition
AASB 15 Revenue from Contracts
with Customers
AASB 15 requires identification of
discrete performance obligations
within a transaction and an associated
transaction price allocation to these
obligations. Revenue is recognised
upon satisfaction of these performance
obligations, which occur when control
of the goods or services are transferred
to the customer.
Under AASB 15, revenue is recognised
when a customer obtains control
of the goods or services have been
rendered. Determining the timing of
the transfer of control – at a point in
time or over time – requires judgement.
AASB 15 specifically excludes financial
instruments recognised under AASB
9 Financial Instruments. Revenue
streams for Bell Financial Group are
limited to fee-based revenue items such
as brokerage, fee income, commissions
and portfolio administration fees.
Revenue under AASB 15 is recognised
when the Group satisfies the
performance obligations relating to
its service to a customer. The Group
measures revenue based on the
consideration specified in a contract
with a customer. The following specific
criteria must also be met before
revenue can be recognised.
Rendering of services
Revenue arising from brokerage,
fee income and corporate finance
transactions are recognised by the
Group when performance obligations
under the contract with a customer
are satisfied.
Brokerage is recognised at a point
in time when a trade is executed and
payment is received upon settlement,
which is normally 2 days after the trade.
Portfolio administration fees are
recognised over time as the service
is provided and are collected on
a quarterly basis.
29
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
1. Material accounting
policies (continued)
c) Revenue recognition (continued)
Corporate fees are recognised at a
point in time when the Group satisfies
its performance obligation, which is
usually upon the successful completion
of the transaction. Payment is
normally received within 7 days of the
completion of the transaction.
Other revenue streams
Other revenue is recognised to the extent
that it is probable that performance
obligations are satisfied and the
revenue can be reliably measured.
Interest income
Interest income is recognised as it
accrues using the effective interest rate
method, in accordance with AASB 9.
Dividend income
Dividend income is recognised when
the right to receive the payment is
established, in accordance with AASB 9.
d) Leases
AASB 16 Leases
At inception of a contract, the Group
assesses whether a contract is, or
contains, a lease. A contract is, or
contains, a lease if the contract conveys
the right to control the use of an
identified asset for a period of time
in exchange for consideration.
AASB 16 Leases applies a single, on-
balance sheet accounting model for
lessees. A lessee recognises a right
of- use asset representing its right to
use the underlying asset and a lease
liability representing its obligation
to make lease payments. There are
optional exemptions for short-term
leases and leases of low value items.
As a Lessee
The Group recognises a right-of-use
asset and a lease liability at the lease
commencement date. The right-of-
use asset is initially measured at
cost, and subsequently at cost less
any accumulated depreciation and
impairment losses.
The lease liability is initially measured
at the present value of the lease
payments that are not paid at initial
application date, discounted using the
incremental borrowing rate determined
by the Group. The lease liability is
subsequently increased by the interest
cost on the lease liability and decreased
by the lease payment made.
When measuring lease liabilities
for leases that were classified as
operating leases, the Group discounted
lease payments using its incremental
borrowing rate at inception of lease.
The Group determines its incremental
borrowing rate by obtaining interest
rates from various external financing
sources. The weighted average rate
applied is 4.1%.
Short-term leases and leases
of low-value assets
The Group has elected not to
recognise right-of-use assets and
lease liabilities for leases of low-value
assets and short-term leases. The
Group recognises the lease payments
associated with these leases as an
expense on a straight-line basis over
the lease term.
e) Statement of Cash Flows
The Statement of Cash Flows is
prepared on the basis of net cash flows
in relation to settlement of trades. This
is consistent with the Group’s revenue
recognition policy whereby the entity
acts as an agent and receives and
pays funds on behalf of its clients,
however only recognises as revenue,
the Group’s entitlement to brokerage
commission. For the purpose of the
Statement of Cash Flows, cash and
cash equivalents comprise cash at
bank and on hand, investments in
money market instruments maturing
within less than 14 days (net of bank
overdrafts) and short-term deposits
with an original maturity of 3 months
or less. It is important to note that
the Statement of Financial Position
discloses trade debtors and payables
that represent net client accounts being
the accumulation of gross trading.
f) Income tax
Income tax expense or benefit for the
period comprises current and deferred
tax. Income tax is recognised in the
Statement of Profit or Loss except
to the extent that it relates to items
recognised directly in equity, in which
case it is recognised in equity.
Current tax is the expected tax payable
on the taxable income for the year,
using tax rates enacted or substantially
enacted at the balance sheet date,
and any adjustments to tax payable
in respect of previous years.
Deferred tax is recognised using the
balance sheet method, providing
for temporary differences between
the carrying amounts of assets and
liabilities for financial reporting
purposes and the amounts used for
taxation purposes. Deferred tax is not
recognised for the following temporary
differences: the initial recognition
of goodwill, the initial recognition of
assets or liabilities in a transaction
that is not a business combination
and that affects neither accounting
nor taxable profit, and differences
relating to investments in subsidiaries
to the extent that they probably will
not reverse in the foreseeable future.
Deferred tax is measured at the tax
rates that are expected to be applied
to the temporary differences when they
reverse, based on the laws that have
been enacted or substantively enacted
by the reporting date.
Deferred tax assets and liabilities are
offset if there is a legally enforceable
right to offset current tax liabilities
and assets, and they relate to income
taxes levied by the same tax authority
on the same taxable entity, or on
different tax entities, but they intend
to settle current tax liabilities and
assets on a net basis or their tax
assets and liabilities will be realised
simultaneously.
30
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Deferred tax assets are recognised for
unused tax losses, unused tax credits
and deductible temporary differences to
the extent that it is probable that future
taxable profits will be available against
which they can be used. Future taxable
profits are based on the reversal of
relevant taxable temporary differences.
If the amount of taxable temporary
differences is insufficient to recognise
a deferred tax asset in full, then future
taxable profits, adjusted for reversals
of existing temporary differences, are
considered, based on the business
plans for individual subsidiaries in
the Group. Deferred tax assets are
reviewed at each reporting date and
are reduced to the extent that it is no
longer probable that the related tax
benefit will be realised; such reductions
are reversed when the probability of
future taxable profits improves.
Tax consolidation
Effective 1st January 2003, the Company
elected to apply the tax consolidation
legislation. All current tax amounts
relating to the Group have been assumed
by the head entity of the tax-consolidated
group, Bell Financial Group.
Deferred tax amounts in relation to
temporary differences are allocated as
if each entity continued to be a taxable
entity in its own right.
g) Goods and services tax
Revenues, expenses and assets are
recognised net of the amount of goods
and services tax (GST), except where
the amount of GST incurred is not
recoverable from the Australian Tax
Office (ATO). In these circumstances
the GST is recognised as part of the
cost of acquisition of the asset or
as part of an item of the expense.
Receivables and payables are stated
with the amount of GST excluded. The
net amount of GST recoverable from,
or payable to, the ATO is included
as a current asset or liability in the
Statement of Financial Position.
Cash flows are included in the
Statement of Cash Flows on a gross
basis. The GST components of cash
flows arising from investing and
financing activities that are recoverable
from, or payable to, the ATO are
classified as operating cash flows.
h) Cash and cash equivalents
Cash and cash equivalents comprise
cash balances, investments in money
market instruments maturing within less
than 14 days and short-term deposits
with original maturity of less than
three months. Bank overdrafts that are
repayable on demand are included as a
component of cash and cash equivalents
for the purpose of the Statement of Cash
Flows. Cash held in trust for clients
(refer to note 13) is included as cash
and cash equivalents and is included
within trade and other payables.
i) Derivatives
Derivative financial instruments are
contracts whose value is derived from
one or more underlying price indices
or other variables. They include swaps,
forward rate agreements, options
or a combination of all three.
Certain derivative instruments are held
for trading for the purpose of making
short-term gains such as FX swaps.
These derivatives do not qualify for
hedge accounting. The right to receive
options arising from the provision of
services to corporate fee clients are
valued using the Black Scholes model.
On disposal of options, any realised
gains/losses are taken to the Statement
of Profit or Loss. Derivatives are
recognised at fair value and attributable
transaction costs are recognised in
profit or loss when incurred.
Derivative financial instruments are
also used for hedging purposes to
mitigate the Group’s exposure to
interest rate risk. The Group applied
the hedge accounting model in AASB
9 Financial Instruments. Refer to Note
1q(iii) for further information. Derivative
financial instruments are recognised
initially at fair value.
Where the derivative is designated
effective as a hedging instrument, the
timing of the recognition of any resultant
gain or loss is dependent on the hedging
designation. The Group designated
interest rate swaps as cash flow hedges
during the period. Details of the hedging
instruments are outlined below:
Cash flow hedges
Changes in the fair value of cash flow
hedges are recognised directly in
equity to the extent that the hedges
are effective. To the extent hedges are
ineffective, changes in the fair value are
recognised in the profit or loss. Hedge
effectiveness is tested at each reporting
date and is assessed against the hedge
effectiveness criteria in AASB 9.
If the hedging instrument no longer
meets the criteria for hedge accounting,
expires or is sold, terminated or
exercised, the hedge accounting
is discontinued prospectively. The
cumulative gain or loss previously
recognised in equity remains there until
the forecast transaction occurs.
j) Impairment of assets
At each reporting date, the Group
reviews the carrying values of its
tangible and intangible assets to
determine whether there is any
indication that those assets have been
impaired. If such an indication exists,
the recoverable amount of the asset,
being the higher of the asset’s fair value
less costs to sell and value in use, is
compared to the asset’s carrying value.
Any excess of the asset’s carrying value
over its recoverable amount is expensed
to the Statement of Profit or Loss.
Where it is not possible to estimate
the recoverable amount of an individual
asset, the Group estimates the recoverable
amount of the cash-generating unit
to which the asset belongs.
An impairment loss, with the exception
of goodwill, is reversed if the reversal
can be related objectively to an event
occurring after the impairment loss
was recognised. For financial assets
measured at amortised cost and
available-for-sale financial assets
that are debt securities the reversal
is recognised in profit or loss.
k) Trade and other receivables
Trade receivables issued are initially
recognised when they are originated.
A trade receivable is initially measured
at the transaction price. Trade debtors
to be settled within 2 trading days
are carried at amortised cost. Term
debtors are also carried at amortised
cost. Recoverability of Trade and other
receivables is assessed using the
lifetime expected credit loss approach.
31
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
1. Material accounting
policies (continued)
l) Trade and other payables
Liabilities for trade creditors and other
amounts are carried at cost, which is
the fair value of the consideration to
be paid in the future for goods and
services received, whether or not billed
to the parent entity or Group. Trade
accounts payable are normally settled
within 60 days.
m) Borrowing costs
Borrowing costs are recognised using
the effective interest method. The
‘effective interest rate’ is the rate that
exactly discounts estimated future
cash payments or receipts through the
expected life of the financial instrument
to: the gross carrying amount of the
financial asset; or the amortised cost
of the financial liability.
n) Provisions
A provision is recognised if, as a result
of a past event, the Group has a present
legal or constructive obligation that
can be estimated reliably, and it is
probable that an outflow of economic
benefits will be required to settle the
obligation. Provisions are determined
by discounting the expected future cash
flows at a pre-tax rate that reflects
current market assessments of the time
value of money and the risks specific to
the liability.
o) Deposits and borrowings
All deposits and borrowings are
recognised at the fair value net of issue
costs associated with the borrowings at
origination and subsequently measured
using effective interest method.
p) Goodwill and intangible assets
Goodwill
Goodwill on acquisition is initially
measured at cost being the excess of
the costs of the business combination
over the acquirer’s interest in the net
fair value of the identifiable assets,
liabilities and contingent liabilities.
Following initial recognition, goodwill
is measured at cost less accumulated
impairment losses. Goodwill is
reviewed for impairment, annually or
more frequently if events or changes
in circumstances indicate that the
carrying amount is impaired. An
impairment loss in respect to goodwill
is not reversed.
The CGUs currently in place consist
of Broking (Retail & Institutional),
Technology & Platforms and Product
& Services.
The Group provides traditional
stockbroking, investment and
financial advisory services to private,
institutional and corporate clients. It
also develops proprietary technology,
platforms, products and services for
the Australian stockbroking market.
With the significant investment over
a number of years in technology,
platforms, products and services,
revenues and profits emanating from
these areas is now significant, and the
subject of Management focus in terms
of future business decisions.
Other intangible assets
Software
Expenditure on research activities
is recognised in profit or loss as
incurred. Development expenditure is
capitalised only if the expenditure can
be measured reliably, the product or
process is technically and commercially
feasible, the asset is controlled by the
Group, future economic benefits are
probable and the Group intends to and
has sufficient resources to complete
development and to use or sell the
asset. Otherwise, it is recognised in
profit or loss as incurred. Subsequent
to initial recognition, development
expenditure is measured at cost less
accumulated amortisation and any
accumulated impairment losses.
Customer lists
Customer lists that are acquired by
the Group, which have finite lives, are
measured at cost less accumulated
amortisation and accumulated
impairment losses.
Amortisation is recognised in the profit
or loss on a straight-line basis over
the estimated useful lives of intangible
assets. The estimated useful lives are
as follows:
2024
2023
Software
10 years
10 years
Customer list
10 years
10 years
q) Financial instruments
All investments are initially recognised
at fair value plus directly attributable
transaction costs. Subsequent
to initial recognition, investments,
which are classified as financial assets
and liabilities, are measured
as described below.
Fair value measurement
AASB 13 Fair Value Measurement
establishes a single framework
for measuring fair value and
making disclosures about fair
value measurements when such
measurements are required or
permitted by other AASBs. It unifies
the definition of fair value as the price
that would be received to sell an asset
or paid to transfer a liability in an
orderly transaction between market
participants at the measurement date.
AASB 9 Financial Instruments
AASB 9 sets out requirements for
recognising and measuring financial
assets and financial liabilities.
i. Classification and measurement
of financial assets and financial
liabilities
On initial recognition, a financial
asset is classified as measured at:
amortised cost; fair value through
other comprehensive income (FVTOCI)
– debt investment; FVTOCI – equity
investment; or fair value through profit
or loss (FVTPL). The classification
of financial assets under AASB 9
is generally based on the business
model in which a financial asset is
managed and its contractual cash
flow characteristics.
A financial asset is measured at
amortised cost if it meets both of
the following conditions and is not
designated as at FVTPL:
• It is held within a business model
whose objective is to hold assets to
collect contractual cash flows; and
• Its contractual terms give rise on
specified dates to cash flows that
are solely payments of principal and
interest on the principal amount
outstanding.
32
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
All financial assets not classified as
measured at amortised cost or FVTOCI
are measured at FVTPL. On initial
recognition, the Group may irrevocably
designate a financial asset that otherwise
meets the requirements to be measured
at amortised cost or at FVTOCI as
at FVTPL if doing so eliminates or
significantly reduces an accounting
mismatch that would otherwise arise.
The following accounting policies apply
to the subsequent measurement of
financial assets held by the Group.
Financial assets at amortised cost
– These assets are subsequently
measured at amortised cost using
the effective interest method. The
amortised cost is reduced by impairment
losses (see (ii) below). Interest income,
foreign exchange gains and losses and
impairment are recognised in profit or
loss. Any gain or loss on derecognition
is recognised in profit or loss.
Financial assets at FVTPL – These
assets are subsequently measured
at fair value. Net gains and losses,
including any interest or dividend
income, are recognised in profit or loss.
Business model assessment
The Group will determine the business
model at the level that reflects
how groups of financial assets are
managed using all relevant evidence
that is available at the date of the
assessment, including:
• The stated policies and objectives
for the portfolio and the operation
of those policies in practice;
• How the performance of the portfolio
is evaluated and reported to the
Group’s management;
• The risks that affect the performance
of the business model (and the
financial assets held within that
business model) and how those
risks are managed; and
• How managers of the business
are compensated.
Assessment whether contractual
cash flows are solely payments
of principal and interest (SPPI)
For the purposes of this assessment,
‘principal’ is defined as the fair value of
the financial asset on initial recognition.
‘Interest’ is defined as consideration
for the time value of money and for the
credit risk associated with the principal
amount outstanding during a particular
period of time and for other basic
lending risks and costs (e.g. liquidity
risk and administrative costs), as well
as profit margin.
In assessing whether the contractual
cash flows are SPPI, the Group considers
the contractual terms of the instrument.
This includes assessing whether the
financial asset contains a contractual
term that could change the timing or
amount of contractual cash flows such
that it would not meet this condition.
Measurement categories of
financial assets
Cash and cash equivalents, Trade
and other receivables, and Loans and
advances that meets SPPI are classified
and measured at amortised cost.
Certain Loans and advances and other
financial assets that do not meet SPPI
are classified and measured at FVTPL.
There were no changes in classification
and measurements of the Group’s
financial assets for the years ended 31
December 2023 and 2024.
Modifications of financial assets
and financial liabilities
Financial assets
If the terms of a financial asset are
modified, the Group evaluates whether
the cash flows of the modified asset
are substantially different. If the cash
flows are substantially different,
the contractual rights to cash flows
from the original financial asset are
deemed to have expired. The original
financial asset is derecognised and a
new financial asset is recognised at
fair value. The difference between the
carrying amount of the financial asset
derecognised and the fair value of the
new financial asset is recognised in
profit or loss.
If the cash flows of the modified asset
are not substantially different, the Group
recalculates the gross carrying amount
of the financial asset and recognises
the derecognition as a modification
gain or loss in profit or loss. If such a
modification is carried out because of
financial difficulties of the borrower, the
gain or loss is presented together with
impairment losses.
Financial liabilities
The Group derecognises a financial
liability when its terms are modified
and the cash flows of the modified
liability are substantially different.
A new financial liability based on the
modified terms is recognised at fair
value. The difference between the
carrying amount of the financial
liability extinguished and the new
financial liability with modified terms
is recognised in profit or loss.
ii. Impairment of financial assets
Under AASB 9, loss allowances
are measured on either of the
following bases:
• 12-month ECLs: these are ECLs that
result from possible default events
within the 12 months after the
reporting date; and
• Lifetime ECLs: these are ECLs that
result from all possible default
events over the expected life
of a financial instrument.
For all financial assets at amortised
cost, the Group measures loss
allowances at an amount equal to
lifetime ECLs, except for loans and
advances, which are measured at
12-month ECLs where credit risk has
not increased significantly since initial
recognition and lifetime ECLs where
credit risk has increased significantly
since initial recognition.
When determining whether credit
risk of a financial asset has increased
significantly since initial recognition
and when estimating ECLs, the Group
considers reasonable and supportable
information that is relevant and
available without undue cost or effort.
This includes quantitative and qualitative
information and analysis based on
the Group’s historical experience and
forward-looking information.
The Group assumes that the credit
risk on a financial asset has increased
significantly if it is more than 30 days
past due or the expected probability
of default has increased significantly.
33
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
1. Material accounting
policies (continued)
q) Financial instruments (continued)
The Group considers a financial asset
to be in default when:
• The borrower is unlikely to pay its
credit obligations to the Group in full,
without recourse by the Group to
actions such as realising security
(if any is held); or
• The financial asset is more than
90 days past due.
The maximum period considered
when estimating ECLs is the maximum
contractual period over which the
Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted
estimate of credit losses. Credit
losses are measured as the present
value of all cash shortfalls (i.e. the
difference between the cash flows due
to the entity in accordance with the
contract and the cash flows that the
Group expects to receive). ECLs are
discounted at the effective interest rate
of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group
assesses whether financial assets
carried at amortised cost are credit-
impaired. A financial asset is ‘credit-
impaired’ when one or more events
that have a detrimental impact on the
estimated future cash flows of the
financial asset have occurred.
Presentation of impairment
Loss allowances for financial assets
measured at amortised cost are
deducted from the gross carrying
amount of the assets.
Impairment losses are presented
separately in the Consolidated Statement
of Profit or Loss and OCI. There were
no impairment losses for the year
ended 31 December 2024 (2023: Nil).
Trade and other receivables
ECLs are calculated based on actual
historical credit loss experience.
Exposures are segmented based on
past events, current conditions and
reasonable and supportable information
about future events and economic
conditions. There were no significant
changes during the period to the Group’s
exposure to credit risk and there was no
significant impact to credit provisioning
over trade and other receivables as at
31 December 2024 (2023: Nil).
Loans and advances
ECLs are calculated based on actual
historical credit loss experience.
Exposures are segmented based
on past events, current conditions
and reasonable and supportable
information about future events and
economic conditions. There were no
significant changes during the period to
the Group’s exposure to credit risk and
there was no significant impact to credit
provisioning over loans and advances
as at 31 December 2024 (2023: Nil).
iii. Hedge accounting
The Group ensures that hedge accounting
relationships are aligned with its risk
management objectives and strategy
and to apply a more qualitative and
forward-looking approach to assessing
hedge effectiveness, in accordance with
the requirements of AASB 9.
The Group only uses interest rate swaps
to hedge exposure to fluctuations in
interest rates.
Share capital
Ordinary shares
Ordinary shares are classified as equity.
Incremental costs directly attributable
to issue of ordinary shares and share
options are recognised as a deduction
from equity, net of any tax effects.
Dividends
Dividends are recognised as a liability
in the period in which they are declared,
being appropriately authorised and no
longer at the discretion of the Company.
Treasury shares
When share capital recognised as
equity is repurchased, the amount of
the consideration paid is recognised as
a deduction from equity. Repurchased
shares are classified as treasury shares
and are presented in the reserve until
sold or reissued.
r) Property, plant and equipment
Property, plant and equipment is
included at cost less accumulated
depreciation and any impairment in
value. All property, plant and equipment
is depreciated over its estimated useful
life, commencing from the time assets
are held ready for use.
Items of property, plant and equipment
are depreciated/amortised using the
straight-line method over their estimated
useful lives. The depreciation rates for
each class of asset are as follows:
2024
2023
Leasehold
improvements
20 – 25% 20 – 25%
Office equipment
20 – 50% 20 – 50%
Furniture and
fittings
20 – 50% 20 – 50%
s) Employee entitlements
Wages, salaries and annual leave
The provisions for entitlements to wages,
salaries and annual leave expected to
be settled within 12 months of reporting
date represent the amounts which the
Group has a present obligation to pay
resulting from employees’ services
provided up to reporting date.
Long-service leave
The provision for salaried employee
entitlements to long-service leave
represents the present value of the
estimated future cash outflows to be
made resulting from employees’ service
provided up to reporting date. Liabilities
for employee entitlements, which are
not expected to be settled within twelve
months, are discounted using the
rates attaching to national government
securities at balance date, which most
closely match the terms of maturity of
the related liabilities.
In determining the liability for employee
entitlements, consideration has been
given to future increases in wage and
salary rates, and experience with staff
departures. Related on-costs have also
been included in the liability.
Bonuses
The Group recognises a liability
and an expense for bonuses. The
Group recognises a provision where
contractually obliged or where there
is a past performance that has created
a constructive obligation.
34
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Defined contribution plans
A defined contribution plan is a post-
employment benefit plan under which
the Company pays fixed contributions
into a separate entity and will have
no legal or constructive obligation to
pay further amounts. Obligations for
contributions to defined contribution
plans are recognised as an employee
expense in profit or loss when they
are due.
Share-based payments
The Company has adopted a number
of share-based equity incentive plans
in which employees and Directors
participate. The grant date fair value of
shares expected to be issued under the
various equity incentive plans, including
options, granted to employees and
Directors is recognised as an employee
expense, with a corresponding increase
in equity over the period in which the
employees become unconditionally
entitled to the shares.
The fair value of options at grant date
is independently determined using the
Black Scholes option pricing model
that takes into account the exercise
price, the vesting period, the vesting
and performance criteria, the impact
of dilution, the share price at grant
date and the expected price volatility of
the underlying share and the risk free
interest rate for the vesting period.
t) Earnings per share
The Group presents basic and diluted
Earnings Per Share (EPS) data for its
ordinary shares.
Basic earnings per share
Basic EPS is calculated by dividing the
profit or loss attributable to ordinary
shareholders of the Company by the
weighted average number of ordinary
shares outstanding during the period.
Diluted earnings per share
Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary
shareholders and the weighted average
number of ordinary shares outstanding
for the effects of all dilutive potential
ordinary shares and share options
granted to employees and Directors.
u) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are
translated to the functional currency
of the Group at exchange rates at
the date of the transaction. Monetary
assets and liabilities denominated in
foreign currencies at the reporting
date are retranslated to the functional
currency at the foreign exchange rate
at that date. Non-monetary assets
and liabilities denominated in foreign
currencies that are measured at fair
value are retranslated to the functional
currency at the exchange rate at the
date that the fair value was determined.
Foreign currency differences arising on
retranslation are recognised in profit or
loss, except for differences arising on
FVOCI instruments that are recognised
directly in OCI.
Foreign operations
The assets and liabilities of foreign
operations, including goodwill and
fair value adjustments arising on
acquisition, are translated into
Australian dollars at the exchange
rates at the reporting date. The income
and expenses of foreign operations
are translated into Australian dollars
at the exchange rates at the dates of
the transactions. Foreign currency
differences are recognised in OCI and
accumulated in the translation reserve,
except to the extent that the translation
difference is allocated to NCI.
v) Segment reporting
The Group determines and presents
operating segments based on the
information that is internally provided to
the Chief Decision Makers in accordance
with AASB 8 Operating Segments.
An operating segment is a component
of the Group that engages in business
activities from which it may earn
revenues and incur expenses,
including revenues and expenses
that relate to transactions with any
of the Group’s other components.
An operating segment’s results are
reviewed regularly by management to
make decisions about resources to be
allocated to the segment and assess its
performance. Segment results that are
reported to management include items
directly attributable to a segment as
well as to those that can be allocated
on a reasonable basis.
w) New standards and
interpretations not yet adopted
A number of new standards, amendments
to standards and interpretations are
effective for annual periods beginning
after 1 January 2024, and have not been
applied in preparing these Consolidated
Financial Statements. Those which
may be relevant to the Group are set
out below. The Group does not plan
to adopt these standards early.
The following new and amended
standards and interpretations are
not expected to have a significant
impact on the Group’s consolidated
financial statements.
• Non-current Liabilities with
Covenants – Amendments to IAS 1
• Classification of Liabilities as Current
or Non-current – Amendments to IAS 1
• Lease Liability in a Sale and
Leaseback – Amendments to IFRS 16
• Supplier Finance Arrangements –
Amendments to IAS 7 and IFRS 7
• Lack of Exchangeability –
Amendments to IAS 21
• Classification and measurement of
Financial Instruments – Amendments
to IFRS 9 and IFRS 7
• Annual Improvements to IFRS
Accounting Standards – Volume 11
• IFRS 18 Presentation and Disclosure
in Financial Statements
• IFRS 19 Subsidiaries without Public
Accountability Disclosures
• Sale or Contribution of Assets
between an Investor and its Associate
or Joint Venture – Amendments to
IFRS 10 and IAS 28
35
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
2. Significant accounting
judgements, estimates
and assumptions
In applying the Group’s accounting
policies management continually
evaluates judgements, estimates and
assumptions based on experience and
other factors, including expectations of
future events that may have an impact
on the Group. All judgements, estimates
and assumptions made are believed
to be reasonable based on the most
current set of circumstances available
to management and are reviewed on an
ongoing basis. Actual results may differ
from the judgements, estimates and
assumptions. Significant judgements,
estimates and assumptions made by
management in the preparation of these
financial statements are outlined below:
Impairment of loans and advances
The Company assesses impairment
of all loans at each reporting date by
evaluating the expected credit loss on
those loans. In the Directors’ opinion,
no such impairment exists beyond that
provided at 31 December 2024 (2023:
Nil). (Refer to note 19 and note 1q(ii)).
Legal provisions and
contingent liabilities
From time to time, claims are raised
against the Group by clients and third
parties. The recognition of any provision
requires judgement to determine
management’s best estimate of the
provision. As at 31 December 2024, a
$500,000 provision has been recorded
against known potential claims. (Refer
to note 23).
Financial assets
The fair value of options is
determined using the Black
Scholes option-pricing model.
Determination of fair value for loans
is based on the option value used
to mitigate the risk on the limited
recourse margin loans and the interest
rate implicit in the loan.
Intangible assets
Software development costs incurred
are initially measured at cost and are
amortised over the useful life. These
valuations are outlined below:
Development costs
Amortisation period for the incurred
intangible asset development costs
is deemed to be 10 years. This was
determined by assessing the average
length of the useful life of the assets.
Impairment of goodwill
Goodwill is tested for impairment
annually or more frequently if events or
changes in circumstances indicate that
it might be impaired. For the purpose of
impairment testing, goodwill is allocated
to Broking (Retail & Institutional),
Technology and Platforms, and Products
and Services which represents the
level at which it is monitored for
internal management purposes.
36
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
The recoverable amount of the business to which each goodwill component is allocated to a cash-generating unit is estimated
based on its value in use and is determined by discounting the future cash flows generated from continuing use. At 31 December 2024,
goodwill has been allocated to the Group’s CGUs (Operating divisions) as follows:
2024
$’m
Restated1
2023
$’m
Broking (Retail & Institutional)
54.0
54.0
Technology & Platforms
39.2
39.2
Product & Services
37.2
37.2
130.4
130.4
1.
Reported results restated for changes to reporting segments. Refer to note 5.
Key assumptions used in discounted cash flow projections
The assumptions used for determining the recoverable amount are based on past experience and expectations for the future.
Projected cash flows for each group of cash-generating units are discounted using an appropriate discount rate and a terminal
value long-term growth rate under Gordon Growth methodology.
The following assumptions have been used in determining the recoverable amount of each cash-generating unit:
Discount rates:
A post-tax discount rate of 12% (2023: 12%) was used for each cash-generating unit, based on the
risk free rate, adjusted for a risk premium to reflect both the increased risk of investing in equities
and specific risks associated with the business.
Terminal Growth Rate:
A growth rate of 1% (2023: 1%) was used for each cash-generating unit. The terminal value growth
rate was determined on management’s estimate of long term growth rate, consistent with the
assumptions that a market participant would make.
Broking
An increase in brokerage revenue of 5.0% p.a (2023: 5.0% p.a) average growth over the five year
forecast period. Corporate fee income maintained at current levels for the five year forecast period.
Technology & Platforms
An increase in revenue of 7.1% p.a (2023: 7.2% p.a) average growth over the five year forecast
period for Technology & Platforms.
Product & Services
An increase in Net Interest income of 8.1% p.a (2023: 8.1% p.a) average growth over the five
year forecast period, and an increase in Portfolio Administration fees of 5.0% p.a (2023: 7.0% p.a)
average growth over the five year forecast period.
37
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
3. Financial risk management
Overview
The Group’s principal financial
instruments comprise loans and
advances, listed securities, derivatives,
term deposits, and cash. The Group has
exposure to the following risks from its
use of financial instruments:
• Market risk
• Credit risk
• Liquidity risk.
Risk Management Framework
The Board of Directors has overall
responsibility for the establishment
and oversight of the risk management
framework. The Board has established
the Group Risk and Audit Committee
(GRAC), which is responsible for
developing and monitoring risk
management policies. The Committee
reports regularly to the Board of
Directors on its activities.
Risk management policies are
established to identify and analyse
the risks faced by the Group, to set
appropriate risk limits and controls,
and to monitor risks and adherence
to limits. Risk management policies
and systems are reviewed regularly to
reflect changes in market conditions
and the Group’s activities. The Group,
through its training and management
standards and procedures, aims to
develop a disciplined and constructive
control environment in which all
employees understand their roles
and obligations.
The Group Risk and Audit Committee
oversees how management monitors
compliance with the Group’s risk
management policies and procedures
and reviews the adequacy of the risk
management framework in relation to
the risks faced by the Group. Internal
Audit assists the Group Risk and Audit
Committee in its oversight role.
Internal Audit undertakes both regular
and ad hoc reviews of risk management
controls and procedures, the results of
which are reported to the Group Risk
and Audit Committee.
The risk management framework
incorporates active management
and monitoring of a range of risks.
These include operational, information
technology, cyber, market, credit,
liquidity, legal, regulatory, reputation,
fraud and systemic risks.
The Board of Directors recognises
that cyber risk is an increasing area of
concern across the financial services
industry, and is committed to the
ongoing development of cyber security
measures through awareness training,
implementation of network security
measures, and preventive controls to
protect our assets and networks. Cyber
resilience is an integral component
of effective risk management.
Market risk
Market risk is the risk that changes in
market prices, such as interest rates,
equity prices, and foreign exchange
rates will affect the Group’s income
or the value of its holdings of financial
instruments. The objective of market
risk management is to manage and
control exposures within acceptable
parameters, while optimising returns.
Equity price risk
All instruments are subject to the
risk that future changes in market
conditions may make an instrument
less valuable. As trading instruments
are valued with reference to the market
or Black Scholes model, changes in
equity prices directly affect reported
income in each period. The Group
continually monitors equity price
movements to ensure the impact
on the Group’s activities is managed.
Interest rate risk
Interest rate risk arises from the
potential for change in interest rates to
have an adverse effect on the Group’s
net earnings. The Group continually
monitors movements in interest rates
and manages exposure accordingly.
The Board has also approved the use
of derivatives, in the form of interest
rate swaps, to mitigate its exposure to
interest rate risk. Changes in the fair
value and effectiveness of interest rate
swaps (which are designated cash flow
hedging instruments) are monitored on
a six-monthly basis.
Currency risk
The Group is exposed to currency risk
on monetary assets and liabilities held
in a currency other than the respective
functional currency of the Group. The
Group ensures the net exposure is kept
to an acceptable level by buying or
selling foreign currencies at spot
rates where necessary to address
short-term imbalances.
Liquidity risk
Liquidity risk is the risk that the Group
will not be able to meet its financial
obligations as they fall due. The
Group’s approach to managing this risk
is to ensure that it will always have
sufficient liquidity to meet its liabilities
when due, under both normal and
stressed conditions, without incurring
unacceptable losses or risking damage
to the Group’s reputation.
Ultimate responsibility for liquidity
risk management rests with the
Board of Directors, which has built an
appropriate liquidity risk management
framework for the management of the
Group’s short, medium and long-term
funding requirements. The Group
manages liquidity by maintaining
reserves, banking facilities and reserve
borrowing facilities and by continuously
monitoring forecast and actual cash
flows and matching up maturity profiles
of financial assets and liabilities.
With respect to the maturity of financial
liabilities, the Group also:
• holds financial assets for which there
is a liquid market and that they are
readily saleable to meet liquidity
needs; and
• has committed borrowing facilities or
other lines of credit that it can access
to meet liquidity needs.
Credit risk
Credit risk is the financial loss to
the Group if a debtor or counterparty
to a financial instrument fails to meet
its contractual obligations.
38
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Trade and other receivables
The credit risk for these accounts
is that financial assets recognised
on the balance sheet exceed their
carrying amount, net of any provisions
for doubtful debts. In relation to
client debtors, the Group’s credit
risk concentration is minimised as
transactions are settled on a delivery
versus payment basis with a settlement
regime of trade day plus two days.
Margin lending
Management monitors exposure to
credit risk on an ongoing basis. The
Group requires collateral in respect
of margin loans made in the course of
business. This collateral is generally in
the form of the underlying security the
margin loan is used to invest in. Loan-
to-value ratios (LVRs) are assigned
to determine the amounts of lending
allowed against each security. Loans
balances are reviewed daily and are
subject to margin calls once the geared
value falls 10% lower than the loan
balance. Warnings are sent between
5% and 10%. The lender can also
require the borrower to repay on
demand part or all of the amount
owing at any time, whether or not the
borrower or any guarantor is in default.
Capital management
The Board’s policy is to maintain
a strong capital base so as to
maintain investor, creditor and
market confidence and to sustain
future development of the business.
Capital consists of ordinary shares
and retained earnings of the Group.
The Group is required to comply
with certain capital and liquidity
requirements imposed by regulators
as a licensed broking firm. All capital
requirements are monitored by
the Board and the Group was in
compliance with all requirements
throughout the year.
Security arrangements
The ANZ Bank has a Registered
Mortgage Debenture over the assets
and undertakings of the Company.
4. Determination of fair
values
A number of the Group’s accounting
policies and disclosures require the
determination of fair value, for both
financial and non-financial assets
and liabilities. Fair values have been
determined and disclosed based on the
following methods. Where applicable,
further information about the
assumptions made in determining fair
values is disclosed in the notes specific
to that asset or liability.
Investments in equity
The fair values of financial assets
at fair value through profit or loss
are determined with reference to
the quoted bid price, or if unquoted
determined using a valuation model
at reporting date.
Derivatives
The fair value of interest rate swaps
is based on a mark-to-market model
with reference to prevailing fixed and
floating interest rates. These quotes
are tested for reasonableness by
discounting estimated future cash
flows based on term to maturity of each
contract and using market interest
rates for a similar instrument at the
measurement date.
The fair value of currency swaps is
determined using quoted forward
exchange rates at the reporting date
and present value calculations based
on high quality yield curves in the
respective currencies.
Financial assets and loans at fair
value through profit or loss
The fair value of options is
determined using the Black
Scholes option-pricing model.
Determination of fair value for loans
is based on the option value used
to mitigate the risk on the limited
recourse margin loans and the interest
rate implicit in the loan.
Share based payments
The fair value of employee stock
options is determined using a Black
Scholes model. Measurement inputs
include share price, exercise price,
volatility, weighted average expected
life of the instrument, expected
dividends and risk free interest rate.
Service and non-market conditions are
not taken into account in determining
fair value.
39
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
5. Segment Reporting
Business segments
The segments reported below are consistent with internal reporting provided to the chief decision makers:
• Technology & Platforms: Proprietary technology and platforms including online broking;
• Products & Services: Margin lending, Cash, Portfolio Administration and Superannuation Solutions products and services;
• Broking: Traditional retail client broking (Retail client focus) and traditional wholesale client broking (Institutional and
Wholesale client focus).
During the current period, the business structure was reorganised to reflect the integration of operations across the Group’s
Wholesale and Broking division and Retail Broking division CGUs. Historically as separate operating divisions, advancements
in technology and significant investments in an integrated control environment have led to these CGUs being aggregated to align
with the Group’s new operation model. To facilitate comparability across the reporting periods, prior period comparatives have
been restated to incorporate these changes.
31 December 2024
Technology &
Platforms
$’000
Products &
Services
$’000
Broking
$’000
Consolidated
$’000
Revenue from operations
25,877
25,930
172,655
224,462
Profit after tax
8,244
13,328
9,169
30,741
Segment assets
206,717
672,913
174,335
1,053,965
Total assets
206,717
672,913
174,335
1,053,965
Segment liabilities
104,707
619,477
88,924
813,108
Total liabilities
104,707
619,477
88,924
813,108
Other segment details
Finance revenue
4,127
46,822
2,869
53,818
Finance expense
(117)
(21,740)
(2,053)
(23,910)
Depreciation/amortisation
(2,298)
(160)
(8,318)
(10,776)
Restated 31 December 2023
Technology &
Platforms
$’000
Products &
Services
$’000
Broking
$’000
Consolidated
$’000
Revenue from operations
22,627
23,131
150,752
196,510
Profit after tax
8,236
11,966
4,122
24,324
Segment assets
250,942
636,219
261,643
1,148,804
Total assets
250,942
636,219
261,643
1,148,804
Segment liabilities
157,176
584,013
172,172
913,361
Total liabilities
157,176
584,013
172,172
913,361
Other segment details
Finance revenue
3,708
40,895
5,331
49,934
Finance expense
(133)
(15,924)
(2,146)
(18,203)
Depreciation/amortisation
(2,470)
(160)
(8,328)
(10,958)
Geographical segments
The Group operates predominantly within Australia and has offices in Hong Kong, London, New York and Kuala Lumpur.
40
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
6. Rendering of services
Consolidated
2024
$’000
2023
$’000
Brokerage
118,662
109,967
Fee income
72,077
57,004
Portfolio administration revenue
25,146
22,351
Other
8,577
7,188
224,462
196,510
7. Revenue
The below Group’s revenue is derived from contracts with customers.
In the following table, revenue is disaggregated by major products and service lines. The table also includes a reconciliation of the
disaggregated revenue with the Group’s reportable segments in note 5.
Technology
& Platforms
Products
& Services
Broking
Consolidated
2024
$’000
2023
$’000
2024
$’000
2023
$’000
2024
$’000
2023
$’000
2024
$’000
2023
$’000
Brokerage
17,847
16,133
75
121
100,740
93,713
118,662
109,967
Fee income
564
292
–
–
71,513
56,712
72,077
57,004
Portfolio administration
revenue
–
–
25,146
22,351
–
–
25,146
22,351
Other
7,466
6,202
709
659
402
327
8,577
7,188
25,877
22,627
25,930
23,131
172,655
150,752
224,462
196,510
8. Investment gains/(losses)
Consolidated
2024
$’000
2023
$’000
Dividends received
162
153
Profit/(loss) on financial assets held at fair value through profit or loss
– Shares in listed corporations and unlisted options held in listed corporations
733
1,816
Profit/(loss) on financial assets held at fair value through profit or loss
– Geared equity investments1
(3,334)
(3,376)
(2,439)
(1,407)
1.
The fair value is based on the option value used to mitigate the risk on the limited recourse margin loans and the interest rate implicit in the loan.
9. Other income
Consolidated
2024
$’000
2023
$’000
Sundry income
543
1,965
543
1,965
41
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
10. Finance income and (expenses)
Consolidated
2024
$’000
2023
$’000
Interest income on bank deposits
8,665
10,392
Interest income on loans and advances
45,153
39,542
Total finance income
53,818
49,934
Bank interest and fee expense
(7,323)
(6,735)
Interest expense on deposits
(14,523)
(9,282)
Interest expense on leases
(2,064)
(2,186)
Total finance (expense)
(23,910)
(18,203)
Net finance income/(expense)
29,908
31,731
11. Employee expenses
Consolidated
2024
$’000
2023
$’000
Wages and salaries
(133,172)
(121,875)
Superannuation
(8,945)
(8,631)
Payroll tax
(8,111)
(7,479)
Other employee expenses
(2,513)
(2,290)
Equity-settled share-based payments
(12)
–
(152,753)
(140,275)
12. Income tax expense
Consolidated
2024
$’000
2023
$’000
Current tax expense
Current period
14,510
10,648
Taxable loss not recognised
104
173
Adjustment for prior periods
(107)
38
14,507
10,859
Deferred tax expense
Relating to origination and reversal of temporary differences
(1,248)
167
Total income tax expense
13,259
11,026
Numerical reconciliation between tax expense and pre-tax profit
Consolidated
2024
Consolidated
2023
%
$’000
%
$’000
Accounting profit before income tax
44,000
35,350
Income tax using the Company’s domestic tax rate
30.00%
13,200
30.00%
10,605
Non-deductible expenses
0.10%
62
0.59%
210
Adjustments in respect of current income tax
of previous year
-0.20%
(107)
0.11%
38
Income tax credit not recognised
0.24%
104
0.49%
173
30.13%
13,259
31.19%
11,026
Tax consolidation
Bell Financial Group and its wholly owned Australian controlled entities are a tax-consolidated group.
42
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
13. Cash and cash equivalents
Consolidated
2024
$’000
2023
$’000
Group cash reserves1
Cash on hand
13
12
Cash at bank
130,067
114,292
130,080
114,304
Margin lending cash
Cash at bank
14,976
21,948
14,976
21,948
Client cash
Cash at bank (Trust account)
32,286
48,498
Cash at bank (Segregated account)
–
32,030
32,286
80,528
Cash and cash equivalents in the Statement of Cash Flows
177,342
216,780
Cash on hand and at bank earns interest at floating rates based on daily bank deposit rates.
Segregated cash and Trust bank balances earn interest at floating rates based on daily bank rates.
Segregated cash and Trust bank balances are client funds, and are not available for general use by the Group. A corresponding
liability is recognised within trade and other payables (note 20).
The Group’s exposure to interest rate risk for financial assets and liabilities is disclosed in note 30.1
1Group Cash – summary of key movements
2024
$’000
2023
$’000
Group cash – 1 January
114,304
110,311
Cash profit
Cash Revenue
279,260
249,452
Less Cash Expenses
Employee expenses
(150,661)
(142,139)
Occupancy expenses
(12,589)
(10,490)
Systems and communications
(12,232)
(10,895)
Market information expenses
(7,684)
(7,897)
ASX & Other clearing expenses
(5,205)
(5,174)
Professional expenses
(3,268)
(3,358)
Finance expenses
(21,846)
(16,017)
Other expenses
(13,250)
(11,827)
Total expenses
(226,735)
(207,797)
Net Cash operating profit
52,525
41,655
Balance Sheet
Tax instalments paid
(15,326)
(10,608)
Dividends paid
(25,660)
(24,055)
Clearing house deposits received/(paid)
1,742
1,142
Financial asset sales (net)
2,636
(3,031)
Acquisition of property, plant and equipment
(439)
(828)
General working capital movement
298
(282)
Group cash – 31 December
130,080
114,304
43
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
14. Trade and other receivables
Consolidated
2024
$’000
2023
$’000
Trade debtors
66,650
118,918
Less: provision for impairment
–
–
66,650
118,918
Clearing house deposits
10,377
9,719
Segregated deposits with clearing brokers
–
38,310
Less : provision for impairment
–
–
10,377
48,029
Sundry debtors
10,516
9,655
87,543
176,602
No impairment allowance in respect of loans and receivables noted during the year (2023: Nil). Information about the Group’s
exposure to credit and market risks is included in Note 30.
15. Financial assets at fair value
Consolidated
2024
$’000
2023
$’000
Held at fair value through profit or loss
Shares in listed corporations
6,517
8,453
Unlisted options held in listed corporations
1,971
3,592
Options held in listed corporations1
3,070
3,548
11,558
15,593
1. Options held as a hedge against limited recourse loans to clients under the Bell Geared Equities Investments product.
44
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
16. Property, plant and equipment
Consolidated
Fixtures and
fittings
$’000
Office
equipment
$’000
Leasehold
improvements
$’000
Total
$’000
Cost
Balance at 1 January 2023
2,388
6,638
7,870
16,896
Additions
622
202
3
827
Disposals
–
(18)
–
(18)
Effect of movements in exchange rates
3
(19)
(18)
(34)
Balance at 31 December 2023
3,013
6,803
7,855
17,671
Balance at 1 January 2024
3,013
6,803
7,855
17,671
Additions
120
220
91
431
Disposals
(1,230)
(2,546)
–
(3,776)
Effect of movements in exchange rates
14
76
114
204
Balance at 31 December 2024
1,917
4,553
8,060
14,530
Accumulated depreciation
Balance at 1 January 2023
(1,973)
(6,238)
(7,225)
(15,436)
Depreciation charge for the year
(190)
(278)
(307)
(775)
Disposals
–
18
–
18
Effect of movements in exchange rates
(3)
17
20
34
Balance at 31 December 2023
(2,166)
(6,481)
(7,512)
(16,159)
Balance at 1 January 2024
(2,166)
(6,481)
(7,512)
(16,159)
Depreciation charge for the year
(175)
(185)
(120)
(480)
Disposals
1,197
2,537
–
3,734
Effect of movements in exchange rates
(15)
(68)
(113)
(196)
Balance at 31 December 2024
(1,159)
(4,197)
(7,745)
(13,101)
Carrying amount
At 1 January 2023
415
400
645
1,460
At 31 December 2023
847
322
343
1,512
At 31 December 2024
758
356
315
1,429
45
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
17. Goodwill and intangible assets
Goodwill
$’000
Software
$’000
Total
$’000
Cost
Balance at 1 January 2023
130,413
30,816
161,229
Acquisitions – internally developed
–
3,020
3,020
Balance at 31 December 2023
130,413
33,836
164,249
Balance at 1 January 2024
130,413
33,836
164,249
Acquisitions – internally developed
–
2,949
2,949
Balance at 31 December 2024
130,413
36,785
167,198
Accumulated amortisation and impairment losses
Balance at 1 January 2023
–
(15,350)
(15,350)
Amortisation
–
(2,961)
(2,961)
Balance at 31 December 2023
–
(18,311)
(18,311)
Balance at 1 January 2024
–
(18,311)
(18,311)
Amortisation
–
(3,113)
(3,113)
Balance at 31 December 2024
–
(21,424)
(21,424)
Carrying amount
At 1 January 2023
130,413
15,466
145,879
At 31 December 2023
130,413
15,525
145,938
At 31 December 2024
130,413
15,361
145,774
18. Deferred tax assets and liabilities
The movement in deferred tax balances are as follows:
Consolidated 2024
Balance as at
1 January
$’000
Recognised in
profit or loss
$’000
Balance at
31 December
$’000
Property, plant and equipment
42
2
44
Employee benefits
5,194
(64)
5,130
Carry forward tax loss
36
(1)
35
Other items
(507)
1,344
837
4,765
1,281
6,046
Consolidated 2023
Balance as at
1 January
$’000
Recognised in
profit or loss
$’000
Balance at
31 December
$’000
Property, plant and equipment
29
13
42
Employee benefits
5,295
(101)
5,194
Carry forward tax loss
39
(3)
36
Other items
(455)
(52)
(507)
4,908
(143)
4,765
Unrecognised deferred tax assets relating to tax losses at 31 December 2024: $454,000 (2023: $332,000).
Management has determined there is sufficient evidence that there will be profits available in future periods against which the tax
losses will be utilised as set out in note 2.
46
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
19. Loans and advances
Consolidated
2024
$’000
2023
$’000
Margin Loans measured at amortised cost
503,670
467,379
Margin Loans measured at fair value through profit and loss
83,412
78,770
587,082
546,149
There were no impaired, past due or renegotiated loans at 31 December 2024 (2023: nil).
Refer to note 30 for further detail on the margin lending loans.
20. Trade and other payables
Consolidated
2024
$’000
2023
$’000
Settlement obligations
92,587
152,686
Sundry creditors and accruals
26,954
26,001
Segregated client liabilities
4,422
78,939
123,963
257,626
Settlement obligations are non-interest bearing and are normally settled on 2-day terms. Sundry creditors are normally settled
on 60-day terms.
21. Deposits and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing deposits and borrowings. For more
information about the Group’s exposure to interest rate and foreign currency risk, see note 30.
Consolidated
2024
$’000
2023
$’000
Deposits1
330
622
Bell Financial Trust2
559,211
391,896
Cash advance facility3
42,478
174,000
602,019
566,518
1.
Deposits relate to Margin Lending business (Bell Potter Capital) which are largely at call.
2.
Represents funds held on behalf of Bell Potter Capital in the Bell Financial Trust which are held at call.
3.
Represents drawn funds from the Bell Potter Capital cash advance facility of $150m (2023: $250m).
Interest rate risk exposures
Details of the Group’s exposure to interest rate changes on borrowings are set out in note 30.
47
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
21. Deposits and borrowings (continued)
Terms and debt repayment schedule
Terms and conditions of outstanding deposits and borrowings were as follows:
2024
2023
2024
2023
Consolidated
Average effective
interest rate
Face value
$’000
Carrying
amount
$’000
Face value
$’000
Carrying
amount
$’000
Cash advance facility
5.03%
4.69%
42,478
42,478
174,000
174,000
Deposits (Cash Account)
2.87%
2.19%
330
330
622
622
Bell Financial Trust
2.87%
2.19%
559,211
559,211
391,896
391,896
602,019
602,019
566,518
566,518
2024
Liabilities
Derivatives (assets)/
liabilities held to hedge
long-term borrowings
Cash
advance
facility
$’000
Deposits
$’000
Bell
Financial
Trust
$’000
Interest rate swap
contracts used for hedging
Total
$’000
Assets
$’000
Liabilities
$’000
Balance at 1 January
174,000
622
391,896
12
–
566,530
Changes from financing cash flows
Deposits/(withdrawals) from client
cash balances
–
(292)
–
–
–
(292)
Drawdown/(repayment)
of borrowings
(131,522)
–
167,315
–
–
35,793
Total changes from financing
cash flows
(131,522)
(292)
167,315
–
–
35,501
Changes in fair value
–
–
–
(12)
153
141
Other charges
Liability-related
Interest expense
5,688
(33)
14,522
–
–
20,177
Interest paid/(payable)
(5,688)
33
(14,522)
–
–
(20,177)
Total liability-related other changes
–
–
–
–
–
–
Balance at 31 December
42,478
330
559,211
–
153
602,172
48
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
2023
Liabilities
Derivatives (assets)/
liabilities held to hedge
long-term borrowings
Cash
advance
facility
$’000
Deposits
$’000
Bell
Financial
Trust
$’000
Interest rate swap
contracts used for hedging
Total
$’000
Assets
$’000
Liabilities
$’000
44,000
844
460,590
398
–
505,832
–
(222)
–
–
–
(222)
130,000
–
(68,694)
–
–
61,306
130,000
(222)
(68,694)
–
–
61,084
–
–
–
(386)
–
(386)
5,527
(107)
9,281
–
–
14,701
(5,527)
107
(9,281)
–
–
(14,701)
–
–
–
–
–
–
174,000
622
391,896
12
–
566,530
49
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
22. Current tax liabilities
The current tax liability of the Group is $886,159 (2023: $1,672,050). This amount represents the amount of income taxes payable
in respect of current and prior financial periods.
23. Provisions
Consolidated
2024
$’000
2023
$’000
Legal provision
500
500
500
500
Balance at 1 January
500
500
Arising during the year:
Legal/other
–
225
Utilised:
Legal/other
–
(225)
Balance at 31 December
500
500
Legal provision
This amount represents a provision for certain legal claims brought against the Group. In the Directors’ opinion, the provision
is appropriate to cover known liabilities at 31 December 2024.
24. Employee benefits
Consolidated
2024
$’000
2023
$’000
Salaries and wages accrued
31,376
25,609
Liability for annual leave
6,581
7,211
Total employee benefits
37,957
32,820
Liability for long-service leave
5,474
5,570
Total employee benefits
43,431
38,390
The present value of employee entitlements not expected to be settled within twelve months of balance date have been calculated
using the following inputs or assumptions at the reporting date:
Consolidated
2024
$’000
2023
$’000
Assumed rate of increase on wage/salaries
3.0%
3.0%
Discount rate
4.32%
4.31%
Settlement term (years)
7
7
Number of employees at year end
719
745
50
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
25. Reconciliation of cash flows from operating activities
Consolidated
2024
$’000
2023
$’000
Cash flows from operating activities
Profit after tax:
30,741
24,324
Adjustments for:
Depreciation & amortisation
10,776
10,958
Loss on disposal of PPE
42
–
Net (gain)/loss on investments
2,672
1,863
Equity settled share-based payments
12
–
44,243
37,145
Decrease client receivables
89,920
74,137
(Increase)/decrease other receivables
(861)
3,107
(Increase)/decrease derivative asset
(1,960)
354
(Increase)/decrease other assets
(105)
127
(Increase) deferred tax assets
(242)
(376)
(Increase) intangibles
(2,948)
(3,019)
(Decrease) client payables
(134,131)
(163,564)
Increase/(decrease) other payables
953
(742)
(Decrease) derivative liability
(146)
(228)
(Decrease)/increase current tax liabilities
(786)
275
Increase provisions
5,041
1,156
(Decrease)/increase deferred tax liability
(1,039)
519
Net cash from operating activities
(2,061)
(51,109)
Reconciliation of cash
For the purpose of the cash flow statement, cash and cash equivalents comprise:
Group cash reserves
Cash on hand
13
12
Cash at bank
130,067
114,292
130,080
114,304
Margin lending cash
Cash at bank
14,976
21,948
14,976
21,948
Client cash
Cash at bank (Trust account)
32,286
48,498
Segregated cash at bank (client)
–
32,030
32,286
80,528
177,342
216,780
51
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
26. Capital and reserves
Consolidated
2024
$’000
2023
$’000
Ordinary shares
On issue at 1 January
204,237
204,237
Share issue
–
–
On issue at 31 December
204,237
204,237
Movements in ordinary share capital
Date
Detail
Number of
shares
1 January 2023
Opening balance
320,743,948
Share issue
–
31 December 2023
Balance
320,743,948
1 January 2024
Opening balance
320,743,948
Share issue
–
31 December 2024
Balance
320,743,948
Ordinary Shares
The authorised capital of the Group is $204,236,590 representing 320,743,948 fully paid ordinary shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company.
All ordinary shares rank equally with regard to the Company’s residual assets.
Retained earnings
As at 31 December 2024, there were retained profits of $66.4m (2023: $61.3m).
Foreign currency reserve
The foreign currency reserve comprises of any movements in the translation of foreign currency balances. Balance
at 31 December 2024: $1,847,000 (2023: $1,361,000).
Other equity
Other equity comprises movements in equity as a result of transactions with subsidiaries in Bell Financial Group’s capacity
as a shareholder. Balance at 31 December 2024: $28,858,000 debit (2023: $28,858,000 debit).
Cash flow hedging reserve
The cash flow hedging reserve comprises the effective portion of the cumulative net change in the fair value of the interest
rate swap related to hedged transactions. Balance at 31 December 2024: $153,000 (2023: $12,000 debit).
Share based payments reserve
The share based payments reserve arises on the grant of options, performance rights and deferred share rights to select
employees under the Company’s equity-based remuneration plans. Balance at 31 December 2024: $12,000 (2023: Nil).
Treasury shares reserve
The treasury shares reserve represents the cost of shares held by the Employee Share Trust that the Group is required
to include in the Consolidated Financial Statements. Balance at 31 December 2024: $2,620,000 debit (2023: $2,620,000 debit).
52
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
27. Dividends
Dividends recognised in the current year by the Group are:
Cents
per share
Total amount
$ ‘000
Franked/
unfranked
Date of
payment
2024
Interim 2024 ordinary dividend
4.00
12,830
Franked
10 September 2024
Final 2024 ordinary dividend
–
–
–
–
2023
Interim 2023 ordinary dividend
3.00
9,622
Franked
12 September 2023
Final 2023 ordinary dividend
4.00
12,830
Franked
14 March 2024
Company
2024
$ ‘000
2023
$ ‘000
Dividend franking account
30 percent franking credits available to shareholders
of Bell Financial Group Ltd for subsequent financial years
43,127
38,993
The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:
1
Franking credits that will arise from the payment of current tax liabilities.
2
Franking debits that will arise from payment of dividends recognised as a liability at year-end.
3
Franking credits that will arise from the receipt of dividends recognised as receivable at year-end.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends.
The impact on the dividend franking account of dividends declared but not recognised as a liability is to reduce it by $5.5m (2023: $5.5m).
28. Earnings per share
Earnings per share at 31 December 2024 based on profit after tax and a weighted average number of shares outlined below was
9.6 cents (2023: 7.6 cents). Diluted earnings per share at 31 December 2024 was 9.6 cents (2023: 7.6 cents).
Reconciliation of earnings used in calculating EPS
Consolidated
2024
$’000
2023
$’000
Basic earnings per share
Profit after tax
30,741
24,324
Profit attributable to ordinary equity holders used for basic EPS
30,741
24,324
Adjustments for calculation of diluted earnings per share
Profit attributable to ordinary equity holders used to calculate basic EPS
30,741
24,324
Effect of stock options issued
–
–
Profit attributable to ordinary equity holders used for diluted EPS
30,741
24,324
Weighted average number of ordinary shares used as the denominator
Consolidated
2024
2023
Weighted average number of ordinary shares used to calculate basic EPS (net of treasury
shares)
318,743,948
318,743,948
Weighted average number of ordinary shares at year-end
318,743,948
318,743,948
Weighted average number of ordinary shares used to calculate diluted EPS
318,775,590
318,743,948
53
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
29. Share-based payments
Long-Term Incentive Plan (LTIP)
The Board is responsible for administering the LTIP Rules and the terms and conditions of specific grants of options
or performance rights to participants in the LTIP. The LTIP Rules include the following provisions:
• The Board may determine which persons will be eligible to participate in the LTIP from time to time. Eligible persons may
be invited to apply to participate in the LTIP. The Board may in its discretion accept such applications.
• A person participating in the LTIP (‘Executive’) may be granted options or performance rights on conditions determined
by the Board.
• The options or performance rights will vest on, and become exercisable on or after, a date predetermined by the Board
(‘the Vesting Date’), provided that the Executive remains employed as an executive of the Company as at that date. These terms
may be accelerated at the discretion of the Board under specified circumstances.
• An unvested option or performance right will generally lapse at the expiry of the exercise period applicable to that option
or performance right.
• Following the Vesting Date, the vested option or performance right may be exercised by the Executive subject to any exercise
conditions and the payment of the exercise price (if any), and the Executive will then be allocated or issued shares on a one
for one basis.
• The Company has established an Employee Share Trust for the purpose of acquiring and holding shares in the Company
for the benefit of participants.
Fair value of options granted
There were no share options granted during the year to 31 December 2024 (2023: Nil).
Employee Share Acquisition (Tax Exempt) Plan (ESP)
No interests under the ESP were provided to employees during the year to 31 December 2024 (2023: Nil).
Performance Rights
Under the LTIP Rules, performance rights are deferred equity taken as 100% shares, with the conditions, including vesting and
the period of deferral, governed by the terms of the grant. Unvested performance rights are forfeited in certain situations set out
in the LTIP Rules. Ordinary shares allocated under the LTIP on exercise of performance rights may be held in trust beyond the
deferral period. The issue price for the performance rights is based on the closing price of the shares traded on the ASX on the
grant date and performance hurdles are time related.
Reconciliation of outstanding performance rights:
Consolidated
2024
000
2023
000
Outstanding 1 January
–
–
Granted during the year
577
–
Forfeited during the year
–
–
Exercised during the year
–
–
Outstanding balance 31 December
577
–
Expenses arising from share-based payment transactions
Consolidated
2024
$’000
2023
$’000
Employee share options
–
–
Performance rights
12
–
Employee share issue
–
–
Total expense recognised as employee costs
12
–
54
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
30. Financial instruments
Exposure to credit, interest rate, currency and liquidity risks arise in the normal course of the Group’s business.
Credit risk
Management has a process in place to monitor the exposure to credit risk on an ongoing basis. The Group requires collateral
in respect of margin loans made in the course of business within Bell Potter Capital. This collateral is generally in the form
of the underlying security the margin loan is used to invest in. A loan-to-value ratio (LVR) is determined for each security with
regard to market weight, index membership, liquidity, volatility, dividend yield, industry sector and advice from Bell Financial
Group’s research department. A risk analyst performs a review of the LVR and the recommendation is submitted to management.
Management does not expect any counterparty to fail to meet its obligations. There are no individual loans greater than 10%
of the total loans and advance balance.
Advisers and clients are provided with early warning of accounts in deficit from 5% up to 10% and clients receive a margin call
if their account is in deficit by more than 10%. Margin calls are made based on the end-of-day position but can be made intraday
at management’s discretion.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the Statement of Financial
Position as outlined below:
Consolidated
Note
2024
$’000
2023
$’000
Cash and cash equivalents
13.
177,342
216,780
Trade debtors
14.
66,650
118,918
Clearing house deposits
14.
10,377
9,719
Segregated deposits with clearing brokers
14.
–
38,310
Loans and advances
19.
587,082
546,149
Sundry debtors
14.
10,516
9,655
The ageing of trade receivables at reporting date is outlined below:
Consolidated
Gross
Impairment
Gross
Impairment
Ageing of receivables
2024
$’000
2024
$’000
2023
$’000
2023
$’000
Not past due
66,614
–
118,805
–
Past due 0 – 30 days
36
–
113
–
Past due 31 – 365 days
–
–
–
–
More than one year
–
–
–
–
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off.
A provision for impairment of trade receivables is established based on lifetime expected credit losses. This assessment is based
on past events, current conditions and reasonable and supportable information about future events and economic conditions.
55
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
30. Financial instruments (continued)
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest and excluding the impact
of netting agreements.
Consolidated 2024
Carrying
Amount
$’000
Contracted
Cashflow
$’000
6-months
or less
$’000
6-12
months
$’000
1-2
years
$’000
2-5
years
$’000
5+
years
$’000
Non-derivative liabilities
Trade & other payables
123,963
(123,963)
(123,963)
–
–
–
–
Cash deposits
330
(330)
(330)
–
–
–
–
Cash advance facilities
42,478
(42,478)
(42,478)
–
–
–
–
Bell Financial Trust
559,211
(559,211)
(559,211)
–
–
–
–
Lease Liabilities
42,132
(49,268)
(4,986)
(4,162)
(6,815)
(18,479)
(14,556)
Derivative liabilities
Hedging derivative
(153)
153
153
–
–
–
–
Foreign currency swap
(23)
23
23
–
–
–
–
Consolidated 2023
Carrying
Amount
$’000
Contracted
Cashflow
$’000
6-months or
less
$’000
6-12
months
$’000
1-2 years
$’000
2-5 years
$’000
5+ years
$’000
Non-derivative liabilities
Trade & other payables
257,626
(257,626)
(257,626)
–
–
–
–
Cash deposits
622
(622)
(622)
–
–
–
–
Cash advance facilities
174,000
(174,000)
(174,000)
–
–
–
–
Bell Financial Trust
391,896
(391,896)
(391,896)
–
–
–
–
Lease Liabilities
48,497
(57,670)
(4,420)
(4,696)
(8,857)
(19,454)
(20,242)
Derivative liabilities
Hedging derivative
–
–
–
–
–
–
–
Foreign currency swap
(89)
89
89
–
–
–
–
The Group manages liquidity by maintaining reserves, banking facilities and reserve borrowing facilities and by continuously
monitoring forecast and actual cash flows and matching up maturity profiles of financial assets and liabilities. Rolling cash
projections are used to monitor cash flow requirements and optimise cash returns on investments. A bank facility is also available
to be drawn upon in order to meet both short and long-term liquidity requirements.
56
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Market risk
Market risk is the risk that changes in market prices, such as interest rates, equity prices and foreign exchange rates will affect
the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage
and control exposures within acceptable parameters, while optimising returns.
Interest rate risk
The Group’s investments in fixed-rate debt securities and its fixed-rate borrowings are exposed to a risk of change in their fair
value due to changes in interest rates. The Group’s investments in variable-rate debt securities and its variable-rate borrowings
are exposed to a risk of change in cash flows due to changes in interest rates. Interest rate swaps are used to hedge exposure
to fluctuations in interest rates. Changes in the fair value of these derivative hedging instruments are recognised directly in
equity to the extent that the hedge is effective. To the extent the hedge is ineffective, changes in the fair value are recognised
in profit or loss.
In managing interest rate risk the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the
longer-term, however, permanent changes in interest rates will have an impact on profit.
Investments in equity securities and short-term receivables and payables are not exposed to interest rate risk.
Equity price risk
All instruments are subject to the risk that future changes in market conditions may make an instrument less valuable. As trading
instruments are valued with reference to the market or Black Scholes model, changes in equity prices directly affect reported
income each period. The Group monitors equity price movements to ensure there is no material impact on the Group’s activities.
The Group is exposed to equity price risks through its listed and unlisted investments. These investments are classified as
financial assets or liabilities at fair value through the profit or loss.
Foreign currency risk
The Group is exposed to insignificant currency risk on monetary assets and liabilities held in a currency other than the respective
functional currency of the Group. The Group ensures the net exposure is kept to an acceptable level by buying or selling foreign
currencies at spot rates where necessary to address short-term imbalances.
Sensitivity analysis
Interest rate risk
At 31 December 2024, it is estimated that a general decrease of one-percentage point in interest rates would decrease the
Group’s profit before income tax by approximately $1,622,000 (2023: $1,948,000 decrease to profit) and would decrease equity
by approximately $1,135,000 (2023: $1,364,000 decrease to equity). Interest rate swaps have been included in this calculation.
A general increase of one-percentage point in interest rates would have an equal but opposite effect.
Equity price risk
At 31 December 2024, it is estimated that a 10% decrease in equity prices would decrease the Group’s profit before income tax
by approximately $1,156,000 (2023: $1,559,000 decrease to profit) and would decrease equity by approximately $809,000 (2023:
$1,091,000 decrease to equity). A 10% increase in equity prices would have an equal but opposite effect. The impact of an equity
price decrease excludes the impact on options that are used to mitigate the risk on limited recourse margin loans issued to clients.
57
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
30. Financial instruments (continued)
Effective interest rates
In respect of income-earning financial assets and interest-bearing financial liabilities, the following tables indicate their average
effective interest rates at the reporting date and the expected periods in which they mature.
2024
Consolidated
Note
Average
effective
interest
rate
%
Total
$’000
6 months
or less
$’000
6 – 12
months
$’000
1 – 2
years
$’000
2 – 5
years
$’000
More
than
5 years
$’000
Fixed rate instruments
Loans and advances
19.
8.02%
139,123
138,170
953
–
–
–
Cash advance facility
21.
5.03%
(42,478)
(42,478)
–
–
–
–
96,645
95,692
953
–
–
–
Variable rate instruments
Cash and cash equivalents
13.
4.35%
177,342
177,342
–
–
–
–
Loans and advances
19.
7.52%
447,959
447,959
–
–
–
–
Deposits and borrowings
21.
2.87%
(330)
(330)
–
–
–
–
Bell Financial Trust
21.
2.87%
(559,211)
(559,211)
–
–
–
–
65,760
65,760
–
–
–
–
Fair value measurements
(a) Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels
in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured
at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying Amount
31 DECEMBER 2024
Note
Designated
at fair
value
$’000
Fair
value
hedging
instruments
$’000
Loans and
receivables
$’000
Other
financial
liabilities
$’000
Total
$’000
Financial assets measured at fair value
Equity securities/unlisted options
15.
11,558
–
–
–
11,558
Interest rate swaps used for hedging
–
–
–
–
–
Foreign currency swap
2,041
–
–
–
2,041
Loans and advances
19.
–
–
83,412
–
83,412
13,599
–
83,412
–
97,011
Financial assets not measured at fair value
Trade and other receivables
14.
–
–
87,543
–
87,543
Cash and cash equivalents
13.
–
–
177,342
–
177,342
Loans and advances
19.
–
–
503,670
–
503,670
–
–
768,555
–
768,555
Financial liabilities measured at fair value
Interest rate swaps used for hedging
–
154
–
–
154
Foreign currency swap
23
–
–
–
23
23
154
–
–
177
Financial liabilities not measured at fair value
Trade and other payables
20.
–
–
–
123,963
123,963
Deposits and borrowings
21.
–
–
–
602,019
602,019
–
–
–
725,982
725,982
2. Loans and advances measured at fair value decreased from $78,770,000 at 31 December 2023 to $83,412,000 at 31 December 2024 due to net new/repaid
loans of $5,916,000 with the remaining movement due to net fair value changes.
58
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
2023
Average
effective
interest
rate
%
Total
$’000
6 months
or less
$’000
6 – 12
months
$’000
1 – 2
years
$’000
2 – 5
years
$’000
More
than
5 years
$’000
7.89%
111,116
111,116
–
–
–
–
4.69%
(174,000)
(174,000)
–
–
–
–
(62,884)
(62,884)
–
–
–
–
3.89%
216,780
216,780
–
–
–
–
8.12%
435,033
435,033
–
–
–
–
2.19%
(622)
(622)
–
–
–
–
2.19%
(391,896)
(391,896)
–
–
–
–
259,295
259,295
–
–
–
–
Fair Value
Level 1
$’000
Level 2
$’000
Level 32
$’000
Total
$’000
6,517
5,041
–
11,558
–
–
–
–
–
2,041
–
2,041
–
–
83,412
83,412
6,517
7,082
83,412
97,011
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
154
–
154
–
23
–
23
–
177
–
177
–
–
–
–
–
–
–
–
–
–
–
–
59
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
30. Financial instruments (continued)
Fair value measurements (continued)
(a) Accounting classifications and fair values (continued)
Carrying Amount
31 DECEMBER 2023
Note
Designated
at fair
value
$’000
Fair
value
hedging
instruments
$’000
Loans and
receivables
$’000
Other
financial
liabilities
$’000
Total
$’000
Financial assets measured at fair value
Equity securities/unlisted options
15.
15,593
–
–
–
15,593
Interest rate swaps used for hedging
–
71
–
–
71
Foreign currency swap
10
–
–
–
10
Loans and advances
19.
–
–
78,770
–
78,770
15,603
71
78,770
–
94,444
Financial assets not measured at fair value
Trade and other receivables
14.
–
–
176,602
–
176,602
Cash and cash equivalents
13.
–
–
216,780
–
216,780
Loans and advances
19.
–
–
467,379
–
467,379
–
–
860,761
–
860,761
Financial liabilities measured at fair value
Interest rate swaps used for hedging
–
59
–
–
59
Foreign currency swap
99
–
–
–
99
99
59
–
–
158
Financial liabilities not measured at fair value
Trade and other payables
20.
–
–
–
257,626
257,626
Deposits and borrowings
21.
–
–
–
566,518
566,518
–
–
–
824,144
824,144
1. Loans and advances measured at fair value increased from $81,801,000 at 31 December 2022 to $78,770,000 at 31 December 2023 due to net new/repaid
loans of $4,179,000 with the remaining movement due to net fair value changes.
(b) Accounting classifications and fair values
The following shows the valuation techniques used in measuring level 1, 2 and 3 values, as well as the significant unobservable
inputs used.
Level 1 – Equity securities – the valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 – Unlisted options – the valuation technique uses observable inputs. The observable inputs include strike price, expiry
date and market price. The valuation is based on Black Scholes model.
Level 2 – Interest rate swaps – the fair values are based on broker quotes. Similar contracts are traded in an active market and
the quotes reflect the actual transactions in similar instruments.
Level 2 – Currency swaps – the fair value is determined using quoted forward exchange rates at the reporting date and present
value calculations based on high quality yield curves in the respective currencies.
Level 3 – Loans and advances – the fair value is based on the option value used to mitigate the risk on the limited recourse margin
loans and the interest rate implicit in the loan.
There were no reclassifications on the fair value levels during the years ended 31 December 2024 and 2023.
60
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Fair Value
Level 1
$’000
Level 2
$’000
Level 31
$’000
Total
$’000
8,453
7,140
–
15,593
–
71
–
71
–
10
–
10
–
–
78,770
78,770
8,453
7,221
78,770
94,444
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
59
–
59
–
99
–
99
–
158
–
158
–
–
–
–
–
–
–
–
–
–
–
–
61
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
31. Leases
The Group has entered into commercial property leases for its office accommodation. These leases have a remaining life
of up to 10 years. The Group has no other capital or lease commitments.
Right-of-use assets
Consolidated
2024
$’000
2023
$’000
Balance at 1 January
40,047
45,474
Depreciation charge for the year
(7,183)
(7,222)
Additions to right-of-use assets
665
1,912
Effect of movements in exchange rates
179
(117)
Balance at 31 December
33,708
40,047
Lease Liabilities
Consolidated
2024
$’000
2023
$’000
Balance at 1 January
48,497
52,035
Interest on lease liabilities for the year
2,064
2,186
Addition to lease liabilities
665
1,912
Disposal of lease
–
(89)
Rent payments
(9,282)
(7,425)
Effect of movements in exchange rates
188
(122)
Balance at 31 December
42,132
48,497
Amounts recognised in profit or loss
Consolidated
2024
$’000
2023
$’000
Depreciation on right-of-use assets
7,183
7,222
Interest on lease liabilities
2,064
2,186
Expenses relating to short-term leases
2,179
2,043
11,426
11,451
Amounts recognised in statements of cash flows
Consolidated
2024
$’000
2023
$’000
Total cash outflows for lease
(9,282)
(7,425)
62
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
32. Parent entity disclosures
As at, and throughout the financial year ending 31 December 2024, the parent company of the Group was Bell Financial Group.
Consolidated
2024
$’000
2023
$’000
Results of the parent entity
Profit for the year
26,467
24,355
Total comprehensive income for the year
26,467
24,355
Financial position of parent entity at year end
Current assets
34,203
40,757
Non-current assets
224,848
224,356
Total assets
259,051
265,113
Current liabilities
71,535
78,416
Total liabilities
71,535
78,416
Total equity of the parent entity comprising of:
Contributed equity
204,237
204,237
Reserves
(2,608)
(2,620)
Retained earnings/(losses)
(14,113)
(14,920)
Total equity
187,516
186,697
There are currently no complaints or claims made against the parent entity.
Parent entity contingent liabilities
The Directors are of the opinion that apart from that already provided for in the financial statements, no further provisions are
required in respect of any matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount
is not capable of reliable measurement.
33. Related parties
The following were key management personnel of the Group at any time during the reporting period:
Non-Executive Directors
Senior Executives
G Cubbin
D Davenport
B Wilson AO
A Selvarajah
C Feldmanis
A Provan
A Bell
Key management personnel compensation
The key management personnel compensation comprised:
Consolidated
2024
2023
Short-term employee benefits
2,347,332
3,572,104
Other long-term benefits
21,306
38,846
Post-employment benefits
87,666
140,979
Termination benefits
–
–
Share-based payments
12,322
–
2,468,626
3,751,929
63
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
33. Related parties (continued)
Loans to key management personnel and their related parties
Details regarding loans outstanding at the reporting date to key management personnel and their related parties at any time
in the reporting period, are as follows:
Opening
balance
$
Closing
balance
$
Interest
paid and
payable in
the reporting
period
$
Number
of loans in
Group at
31 December1
$
$
Total for key management personnel 2024
1,003,863
582,674
53,414
3
Total for key management personnel 2023
1,541,295
1,003,863
88,940
7
Total for other related parties 2024
–
–
–
–
Total for other related parties 2023
–
–
–
–
Total for key management personnel and their related parties 2024
1,003,863
582,674
53,414
3
Total for key management personnel and their related parties 2023
1,541,295
1,003,863
88,940
7
1.
Number in Group includes KMP and other related parties with loans at any time during the year.
Interest is payable at prevailing market rates on all loans to key management persons and their related entities. These rates
are available to all clients and may vary marginally depending on individual negotiations. The principal amounts are repayable
per terms agreed on an individual basis. Interest received on the loans totalled $53,414 (2023: $88,940). No amounts have been
written-down or recorded as allowances for impairment, as the balances are considered fully collectable.
64
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Other key management personnel transactions
There are no other transactions with key management persons or their related parties other than those that have been disclosed
in this report.
Ultimate parent
Bell Group Holdings Pty Ltd is the ultimate parent company of Bell Financial Group. There are no outstanding amounts owed by
or to the ultimate parent entity at 31 December 2024 (2023: nil). There is no interest receivable or payable at 31 December 2024
(2023: nil).
Subsidiaries
The table below outlines loans made by the Company to wholly owned subsidiaries.
2024
$
2023
$
Subsidiary
Bell Potter Platforms Pty Ltd1
1,180
436
Third Party Platform Pty Limited1
38,507
213,475
Bell Potter Capital Limited2
8,398,550
8,335,779
Bell Potter (US) Holdings Inc1
1,958,864
1,954,371
10,397,101
10,504,061
1.
Loan is interest free, unsecured and has no fixed term.
2.
The loan from the parent entity to Bell Potter Capital Limited represents a subordinated loan that attracts interest at 5.85% per annum
(2023: 5.39% per annum).
Loans made by wholly owned subsidiaries to the Company: $30,178,204 (2023: $29,803,551). Loan is interest free, unsecured
and has no fixed term.
65
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
34. Group entities
Consolidated
Incorporation
Interest
2024
2023
Bell Financial Group Ltd
Significant subsidiaries
Bell Potter Securities Limited
Australia
100%
100%
Bell Potter Capital Limited
Australia
100%
100%
Third Party Platform Pty Ltd
Australia
100%
100%
Bell Potter Securities Limited (UK)
United Kingdom
100%
100%
Bell Potter Securities (HK) Limited
Hong Kong
100%
100%
Bell Potter (US) Holdings Inc
United States
100%
100%
35. Guarantees
From time to time Bell Financial Group has provided financial guarantees in the ordinary course of business which amount
to $7.6m (2023: $7.6m) and are not recorded in the Statement of Financial Position as at 31 December 2024.
36. Contingent liabilities and contingent assets
The Company has agreed to indemnify its wholly owned subsidiaries, Bell Potter Securities Limited, Bell Potter Capital Limited
and Third Party Platform Pty Ltd in the event that any contingent liabilities of the wholly owned subsidiaries results in a loss.
Contingent liabilities of the Company exist in relation to claims and/or possible claims including regulatory matters which, at the
date of signing these accounts, have not been resolved. An assessment of the likely loss to the Company has been made in respect
of the identified claims, on a claim by claim basis, and specific provision has been made where appropriate. The Company does
not consider that the outcome of any other current proceedings, either individually or in aggregate, is likely to materially affect
its operations or financial position.
66
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
37. Subsequent events
Except as noted below, there were no significant events from 31 December 2024 to the date of this report.
On 22 January 2025, Bell Financial Group announced that it had reached an agreement with Macquarie Bank which will see
approximately 75,000 accounts transfer from Macquarie Online Trading to the Group’s Bell Direct and Desktop Broker brands.
The transition of accounts from Macquarie Online Trading is expected to be completed after 22 February 2025.
Final Dividend
On 18 February 2025, the Directors resolved to pay a fully franked final dividend of 4.0 cents per share.
38. Auditor’s remuneration
Consolidated
2024
$
2023
$
Audit services
Auditor of the Company
KPMG:
Audit and review of financial reports
469,270
431,613
Total remuneration for audit services
469,270
431,613
Audit related services
Auditor of the Company
KPMG Australia:
Other regulatory audit services
152,299
139,474
Total remuneration for audit related services
152,299
139,474
Non-audit related services
KPMG Australia:
Tax services
33,815
31,721
655,384
602,808
67
Bell Financial Group
Annual Report 2024
Notes to the financial statements (CONTINUED)
For the year ended 31 December 2024
Consolidated entity disclosure statement as at 31 December 2024
The consolidated entity disclosure statement has been prepared in accordance with the Corporations Act and applicable accounting
standards. It includes all subsidiaries within the Group, including dormant entities, to provide a comprehensive view of the Group’s
structure. The tax jurisdictions of each entity have been determined and disclosed, ensuring transparency in the Group’s financial
reporting and compliance with relevant regulatory requirements.
Name of entity1
% of share
capital held
Country of
incorporation
Tax residency
1
Bell Financial Group Limited (the Company)
Australia
Australia
2
Accbell Nominees Pty Ltd^
100%
Australia
Australia
3
Bell Financial Trust
N/A
N/A
Australia
4
Bell First Pacific Pty Ltd
100%
Australia
Australia
5
Bell Potter (US) Holdings Inc
100%
US
Foreign – United States
6
Bell Potter Capital Ltd
100%
Australia
Australia
7
Bell Potter Management Services Pty Ltd
100%
Australia
Australia
8
Bell Potter Nominees Ltd
100%
Australia
Australia
9
Bell Potter Platforms Pty Ltd
100%
Australia
Australia
10
Bell Potter Securities (HK) Ltd
100%
Hong Kong
Foreign – Hong Kong
11
Bell Potter Securities (UK) Ltd
100%
UK
Foreign – United Kingdom
12
Bell Potter Securities (US) LLC
100%
US
Foreign – United States
13
Bell Potter Securities Ltd
100%
Australia
Australia
14
Bell Potter Securities Ltd
100%
UK
Foreign – United Kingdom
15
Bellset Nominees Pty Ltd^
100%
Australia
Australia
16
BPC Custody Pty Ltd
100%
Australia
Australia
17
BPC Residual Pty Ltd
100%
Australia
Australia
18
BPC Securities Pty Ltd
100%
Australia
Australia
19
Global U & I Management Pty Ltd
100%
Australia
Australia
20
Lost Ark Nominees Pty Ltd
100%
Australia
Australia
21
P.P.P. Nominees Pty Ltd*
100%
Australia
Australia
22
S.C.S.H. Investments Pty Ltd*
100%
Australia
Australia
23
Southern Cross Equities Pty Ltd*
100%
Australia
Australia
24
Southern Cross Securities Holdings Pty Ltd*
100%
Australia
Australia
25
The Bell Potter Margin Loan Trust
100%
Australia
N/A
26
Third Party Nominees Pty Ltd
100%
Australia
Australia
27
Third Party Platform Pty Ltd
100%
Australia
Australia
28
Third Party Platform Sdn Bhd
100%
Malaysia
Foreign – Malaysia
29
TPP Nominees Pty Ltd
100%
Australia
Australia
1.
All entities in the above table are bodies corporate, except Bell Financial Trust, which is a trust.
2.
The Group’s consolidated entities include entities that are dormant (indicated by *) and entities that were deregistered during the financial year ended
31 December 2024 (indicated by ^).
68
Bell Financial Group
Annual Report 2024
Highlights
Chairman’s Letter
Operating and Financial Review
Directors’ Report
Financial Statements and Notes
Key Assumptions and judgements
Determination of tax residency
Section 295(3A) of the Corporations Act 2001 required that the tax residency of each entity which is included in the Consolidated
Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, ‘Australian resident’
has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as the
determination of tax residency is highly fact dependent and there are currently several different interpretations that could be
adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
‘Australian resident’ has the meaning provided in the Income Tax Assessment Act 1997 (ITAA). In applying that definition, the
consolidated entity has applied current legislation and where available judicial precedent in the determination of tax residency
to ensure applicable foreign tax legislation has been complied with.
Foreign tax residency
Where an entity is shown as being resident in a foreign jurisdiction, this is taken to mean a resident for the purposes of the law
of the foreign jurisdiction relating to foreign income tax, within the meaning of the ITAA.
69
Bell Financial Group
Annual Report 2024
DIRECTORS’ DECLARATION
1. In the opinion of the Directors of Bell Financial Group Limited (‘the Company’):
(a) the Consolidated Financial Statements and notes that are set out on pages 24 to 69 and the Remuneration Report on pages
17 to 22 in the Directors’ Report, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its performance, for the
financial year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
(c) the Consolidated Entity Disclosure Statement on pages 68 to 69, has been prepared in accordance with the Corporations
Act is true and correct.
2. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Co-Chief
Executive Officer and the Co-Chief Executive Officer and Acting Chief Financial Officer, for the financial year ended 31
December 2024.
Note 1(a) of the Consolidated Financial Statements includes a statement of compliance with International Financial Reporting
Standards.
This declaration is made on 18 February 2025 in accordance with a resolution of the Directors:
Brian Wilson AO
Independent Chairman
18 February 2025
70
Bell Financial Group
Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of Bell Financial Group Ltd
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Bell
Financial Group Ltd (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and fair
view, including of the Group’s financial
position as at 31 December 2024 and of its
financial performance for the year then ended,
in accordance with the Corporations Act 2001,
in compliance with Australian Accounting
Standards and the Corporations Regulations
2001.
The Financial Report comprises:
• Consolidated Statement of financial position as
at 31 December 2024
• Consolidated Statement of profit or loss,
Consolidated Statement of comprehensive
income, Consolidated Statement of changes in
equity, and Consolidated Statement of cash
flows for the year then ended
• Consolidated entity disclosure statement and
accompanying basis of preparation as at 31
December 2024
• Notes, including material accounting policies
• Directors’ Declaration.
The Group consists of the Company and the
entities it controlled at the year end or from time to
time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
71
Bell Financial Group
Annual Report 2024
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in
our audit of the Financial Report of the current period.
This matter was addressed in the context of our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on this matter.
Valuation of Goodwill ($130,413,000)
Refer to Notes 2 and 17 to the Financial Report
The key audit matter
How the matter was addressed in our audit
A key audit matter for us was the Group’s
annual testing of goodwill for impairment.
Certain conditions impacting the Group
increased the judgement applied by us when
evaluating the evidence available.
We focused on the significant forward-looking
assumptions the Group applied in their value
in use models, including:
•
Forecast cash flows – the Group has
continued to experience competitive
market conditions and volatility in the
global investment market along with an
inflationary economic environment
resulting in uncertainty around future
interest rate movements. This increases
the risk of inaccurate forecasts for us to
consider and goodwill being impaired.
•
Forecast growth rates and terminal
growth rates – in addition to the
uncertainties described above, the
Group’s models are sensitive to small
unfavourable changes in these
assumptions, reducing available
headroom. This drives additional audit
effort specific to their feasibility and
consistency of application to the Group’s
strategy.
•
The reorganisation of the Group’s cash-
generating units (CGU’s) to which
goodwill is allocated, which necessitated
our consideration of the Group’s allocation
of goodwill to the CGUs. The Retail CGU
and Wholesale CGU, which was
previously allocated goodwill was grouped
to become the Broking CGU.
•
Discount rates – these are complicated in
nature and vary according to the
conditions and environment the specific
CGU is subject to from time to time.
Working with our valuation specialists, our
procedures included the following:
•
We considered the appropriateness of the value
in use models applied by the Group to perform
the annual test of goodwill for impairment
against the requirements of the accounting
standards.
•
We assessed the integrity of the value in use
models used, including the accuracy of the
underlying formulas.
•
We assessed the accuracy of previous Group
forecasts to inform our evaluation forecasts
incorporated in the models. We noted previous
trends where forecasts for certain CGUs were
not achieved and how they impacted the
business, for use in our testing.
•
We considered the sensitivity of the models by
varying key assumptions, such as forecast
growth rates, terminal growth rates and
discount rates, within a reasonably possible
range. We considered the interdependencies of
key assumptions when performing the
sensitivity analysis and what the Group
considers to be reasonably possible. We did this
to identify those CGUs at higher risk of
impairment and to focus our further procedures.
•
We considered the Group’s determination of
CGUs against the requirements of the
accounting standards, including the re-allocation
of goodwill to CGUs during the year, based on
our understanding of the business and changes
to the Group’s management and monitoring
activities.
•
We challenged the Group’s significant forecast
cashflows and growth assumptions considering
competitive market conditions and the
continuing volatility in the global investment
market. We applied increased scepticism to
forecasts in the CGU’s where previous
forecasts were not achieved.
72
Bell Financial Group
Annual Report 2024
The Group uses a complex model to perform
their annual testing of goodwill for
impairment. The model uses historical
performance adjusted for a range of internal
and external sources as inputs to the
assumptions.
Complex modelling, using forward-looking
assumptions tends to be prone to greater risk
for potential bias, error and inconsistent
application. These conditions necessitate
additional scrutiny by us, in particular to
address the objectivity of sources used for
assumptions, and their consistent application.
We involved valuation specialists to
supplement our senior audit team members
in assessing this key audit matter.
We used our knowledge of the Group, the
Group’s past and recent performance, business
and customers, and our industry experience.
We further assessed the Group’s forecast
cashflows and terminal growth rate by
comparing the Group’s current and forecast net
profit after tax valuation to publicly available data
of comparable companies.
•
We checked the consistency of the growth rate
assumptions to the past performance of the
Group, and our experience regarding the
feasibility of these in the industry in which they
operate and compared the forecast cash flows
contained in the value in use model to those
contained within the Board reviewed goodwill
impairment assessment memorandum.
•
We independently developed a discount rate
range considered comparable using publicly
available market data for comparable entities to
the Group and the industry it operates in.
•
We assessed the disclosures in the Financial
Report using our understanding obtained from
our testing and against the requirements of the
accounting standards.
Other Information
Other Information is financial and non-financial information in Bell Financial Group Ltd’s annual report
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
• implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
73
Bell Financial Group
Annual Report 2024
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
• assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
• to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our Auditor’s
Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report
of Bell Financial Group Ltd for the year
ended 31 December 2024, complies
with Section 300A of the Corporations
Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration Report
in accordance with Section 300A of the Corporations Act
2001.
Our responsibilities
We have audited the Remuneration Report included in
pages 17 to 22 of the Directors’ report for the year ended
31 December 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Luke Sullivan
Partner
Melbourne
18 February 2025
74
Bell Financial Group
Annual Report 2024
The following information is current as at 31 January 2025.
Twenty largest shareholders
Shareholder name
Number of
shares held
% of shares
1
BELL GROUP HOLDINGS PTY LIMITED
143,998,350
44.90
2
DCM BLUELAKE PARTNERS PTY LTD
10,000,000
3.12
3
CITICORP NOMINEES PTY LIMITED
4,790,259
1.49
4
MR ANAND SELVARAJAH
3,892,334
1.21
5
MR ALASTAIR PROVAN
3,595,018
1.12
6
UBS NOMINEES PTY LTD
3,369,902
1.05
7
MORSON HOLDINGS PTY LTD
3,250,000
1.01
8
MR DEAN JAMES SURKITT
3,100,000
0.97
9
BELL POTTER NOMINEES LTD
2,602,150
0.81
10
MR A PROVAN + MRS J PROVAN
2,344,980
0.73
11
MR LEE WILLIAM MUCO
2,300,000
0.72
12
BELL SECURITIES PTY LIMITED
2,232,000
0.70
13
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
2,113,228
0.66
14
MILDRIDGE INVESTMENTS PTY LTD
2,038,000
0.64
15
COLIN BELL PTY LTD
2,014,627
0.63
16
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
1,873,784
0.58
17
WARANA GRANGE PTY LTD
1,684,610
0.53
18
MR CRAIG JOHN MOFFATT
1,566,959
0.49
19
MR LIONEL ALEXANDER MCFADYEN + MRS JENNIFER JUNE MCFADYEN
1,552,480
0.48
20
MR CON ZEMPILAS
1,500,000
0.47
Total
199,818,681
62.30
Distribution of shares
Range
Number of
shareholders
Number of
shares
% of shares
1 – 1,000
511
267,562
0.08
1,001 – 5,000
921
2,699,288
0.84
5,001 – 10,000
606
4,792,389
1.49
10,001 – 100,000
1,507
48,034,493
14.98
100,001 shares and over
242
264,950,216
82.60
Total
3,787
320,743,948
100.00
Shareholders with less than a marketable parcel ($500.00 of shares)
There were 143 shareholders (representing 10,079 shares) who held less than a marketable parcel.
SHAREHOLDER INFORMATION
75
Bell Financial Group
Annual Report 2024
Shareholder information (CONTINUED)
Substantial shareholders
The following shareholders are registered by Bell Financial Group Limited as substantial shareholders, having declared a relevant
interest in accordance with the Corporations Act:
Substantial shareholder
Number of
shares
% of issued
capital
BELL GROUP HOLDINGS PTY LIMITED
146,355,350
45.631
ALASTAIR PROVAN
152,295,348
47.481,2
LEWIS BELL
151,285,495
47.171,3
ESTATE LATE COLIN BELL
149,328,171
46.561,4
1. Bell Group Holdings Pty Limited (BGH) and its subsidiaries Bell Securities Pty Limited and Bell Asset Management (Holdings) Pty Ltd hold 146,230,350
BFG shares. Alastair Provan, Lewis Bell and Estate Late Colin Bell each individually hold more than 20% of BGH and therefore under the Corporations
Act they are each deemed to have a relevant interest in the 146,230,350 BFG shares held by BGH and its subsidiaries.
2.
Alastair Provan has a relevant interest in 5,939,998 BFG shares.
3.
Lewis Bell has a relevant interest in 4,930,145 BFG shares
4. Estate Late Colin Bell has a relevant interest in 2,972,821 BFG shares.
In addition, we note that Andrew Bell and his family individually and through different entities own more than 20% of BGH.
Voting rights
At a meeting of shareholders, voting on resolutions will be conducted by poll and each share will have one vote. Shareholders
may vote directly or by proxy, attorney or corporate representative.
On market buy-back
There is no current on-market buy-back.
2025 Annual General Meeting
Bell Financial Group Limited’s AGM will be held at 10:00am on Thursday, 8 May 2025. Details of the meeting will be sent to
shareholders separately.
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Bell Financial Group
Annual Report 2024
Bell Financial Group Ltd
ASX: BFG
ABN
59 083 194 763
Directors
Brian Wilson AO, Chairman and Independent Director
Alastair Provan, Non-Executive Director
Graham Cubbin, Independent Director
Christine Feldmanis, Independent Director
Andrew Bell, Non-Executive Director
Company Secretary
Cindy-Jane Lee
Registered Office
Level 29, 101 Collins Street
Melbourne VIC 3000
Telephone 03 9256 8700
Share Registry
Computershare Investor Services Pty Limited
452 Johnston Street
Abbotsford VIC 3067
Telephone 03 9415 5000
ASX Code
BFG
Shares are listed on the Australian Securities Exchange
Auditor
KPMG
Website Address
www.bellfg.com.au
Go Electronic
We encourage all shareholders to receive communications electronically. To register for electronic shareholder communications,
please go to www-au.computershare.com/Investor/#Home. Bell Financial Group reports and ASX announcements are available at
www.bellfg.com.au/#news.
DIRECTORY
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Bell Financial Group
Annual Report 2024