2023
ANNUAL REPORT
CARLTON INVESTMENTS LIMITED
(A publicly listed company limited by shares, incorporated and domiciled in Australia)
ABN 85 000 020 262
Financial Report
FOR THE YEAR ENDED 30 JUNE 2023
Directors
Alan G Rydge AM (Chairman)
Group Secretary
Auditor
Bank
Registered Office
Murray E Bleach
Greg J Robertson
Peter W Horton
KPMG
National Australia Bank Limited
Level 15, 478 George Street,
Sydney NSW 2000
Telephone: (02) 9373 6732
Email: info@carltoninvestments.com.au
Website: www.carltoninvestments.com.au
Share Registrar
Computershare Registry Services Pty Ltd
Level 3, 60 Carrington Street,
Sydney NSW 1115
Telephone: 1300 850 505
Home Stock Exchange
The company is listed on the
Australian Securities Exchange (Sydney) Limited
Stock Exchange Code CIN
Controlled Entities
Carlton Hotel Limited (ACN 000 010 266)
Eneber Investment Company Limited (ACN 000 014 540)
The Manly Hotels Pty Limited (ACN 000 004 473)
Annual General Meeting
The 2023 Annual General Meeting will be held at:
The Screening Room, State Theatre Building,
49 Market Street, Sydney, NSW
at 10.00am on Wednesday 25th October 2023
1
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 chairman’s report to shareholders
Dividends
On 15 August 2023 the directors declared a final fully franked
dividend of 60 cents per ordinary share, payable on 18
September 2023. The prior year final fully franked dividend
was 44 cents per ordinary share, plus a fully franked special
dividend of 14 cents per ordinary share, which were both paid
in September 2022. The special dividend in the prior year was
declared as a result of the profit derived from the one off in-
specie dividend received from BHP.
An interim dividend of 40 cents per ordinary share, together
with a special dividend of 9 cents per ordinary share was paid
in March 2023. The special interim dividend was declared
due to the increase in special dividends received in the first
half of the year, including the EVT special dividend. The prior
year interim dividend, paid in March 2022, was 40 cents per
ordinary share.
Total ordinary share dividends paid and payable for year ended
30 June 2023, including the special interim dividend, amount to
$1.09 per share, being an increase of 11.2% on the prior year
dividends paid.
A final preference share dividend of 7 cents per share fully
franked is also payable on 18 September 2023.
The record date for both the ordinary and preference final
dividends is 1 September 2023.
The Dividend Reinvestment Plan remains suspended.
Net tangible asset backing
The net tangible asset backing for each issued ordinary share
at 30 June 2023, prior to the payment of the final dividend
noted above and before provision for estimated capital gains
tax in respect of unrealised investment portfolio gains, was
$37.15 (2022: $36.99). Although the Board has no present
intention of disposing of any of the Group’s equity investments,
the net tangible asset backing per share after provision for
tax on unrealised capital gains was $31.19 (2022: $30.95).
The relevant figures at 31 July 2023 were $38.62 and $32.25
respectively,
I present to you the Group’s consolidated results for the year
ended 30 June 2023.
Group’s operations and results
Profit for the year ended 30 June 2023 was $37,406,000
compared to $33,757,000 for the prior 2022 financial year,
an increase of $3,649,000 or 10.8%. It should be noted that
the profit for the prior financial year included $4,755,000
from a one-off, fully franked in-specie dividend of Woodside
Energy shares resulting from the merger of BHP’s petroleum
business into Woodside Energy. If this one-off BHP in-specie
dividend was excluded from the prior year result, the profit
increase for the year ended 30 June 2023 was $8,404,000 or
29.0%. Most of this increase in profit resulted from dividends
received from EVT (formerly Event Hospitality & Entertainment),
the Group’s largest investment holding. EVT recommenced
paying dividends in November 2022. This was after two years
of no dividends being paid by EVT due to the impact of COVID
related restrictions on the businesses of that group. Fully
franked dividends totalling $8,005,000 were received from EVT
during the year to 30 June 2023.
Dividends and distributions received totalled $38,398,000,
compared to the prior year amounts of $35,570,000. As
noted above, prior year dividends included the BHP in-specie
dividend of $4,755,000. The impact of EVT recommencing
paying dividends is also noted above. Excluding the BHP in-
specie dividend from the prior year, dividend and distribution
income increased by 24.6% from the prior year. Included in
dividends and distributions received were dividends described
as special dividends amounting to $4,087,000. These special
dividends included $3,694,000 received from EVT in November
2022. In the prior financial year, special dividends totalling
$1,205,000 were received.
With much higher interest rates and a higher level of funds held
on term deposits, interest income increased from $73,000
in the prior year to $747,000 in the year to 30 June 2023.
Average funds on term deposit increased by $11,900,000 and
the weighted average interest rate on term deposits increased
from 0.60% in the prior year to 3.31%.
Administration expenses were $970,000 compared to
$898,000 in the previous year. The management expense ratio
(MER) for the year ended 30 June 2023 was 0.10%, compared
to the prior year of 0.09%.
Earnings per ordinary share
Basic and diluted earnings were $1.413 per ordinary share for
the year to 30 June 2023 compared to $1.275 per share for
the 2022 financial year.
2
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 On a total portfolio return basis (measured by the movement in
NTA per share assuming dividends are reinvested), the return
for the twelve months was 3.4% (2022: minus 2.1%) compared
with an increase in the S&P ASX 200 Accumulation Index over
the period of 14.8% (2022: decrease 6.5%).
The Group continues to hold its equity investments for the long
term and does not act as a share trader nor does it invest in
speculative stocks.
Outlook
Equity markets continue to operate in an environment of
uncertainty with, persistent high inflation, high interest rates, an
outlook for slow growth in China and future economic growth
levels remaining in question. Trends in global markets could
also influence the Australian market.
We continue to have confidence in the quality and mix of the
businesses in which the Group has invested. The Group will
continue to seek to take advantage of market volatility and
invest in well run businesses when it is considered that market
prices offers good long-term value.
A G RYDGE AM
Chairman
15 August 2023
Investments
The market value of the equity investment portfolio as at 30
June 2023 was $956,399,000 compared to $949,299,000 at
the prior year end. Short term cash holdings and term deposits
totalled $24,073,000 as at 30 June 2023 (2022: $27,480,000).
The Board’s policy is to acquire additional investments in
equities that meet the criteria of providing high levels of income
through predominantly fully franked dividends and have the
potential for long term capital growth. The cost of equity
investments purchased during the year to 30 June 2023
totalled $13,663,000 (2022: $8,804,000).
Acquisitions above $400,000 during the year were:
South32
ANZ
JB Hi-Fi
Woodside Energy
Sonic Healthcare
BHP Group
Elders
Santos
$5,019,000
$2,272,000
$1,003,000
$1,002,000
$1,001,000
$1,000,000
$996,000
$994,000
The Group also received shares in the PEXA Group via an in-
specie distribution from the Link Group with a market value, at
that time, totalling $460,000.
During the year the company disposed of its investments in
the Tassal Group and the Pendal Group, these disposals were
a result of takeover offers. The consideration received for all
investment disposals during the year was $1,815,000. Prior
year consideration received on disposals totalled $7,844,000.
Capital returns received during the year totalled $178,000. In
2022 capital returns totalling $4,303,000 were received, with
large capital returns paid by Boral and Wesfarmers.
There was ongoing investment market volatility during the
year to 30 June 2023, with fluctuating levels of concern about
ongoing issues of high inflation, rapidly increasing interest rates,
economic growth prospects and geopolitical uncertainty. After
a decrease of 10.2 % in the prior 2021/22 financial year, the
S&P/ASX 200 Index increased by 9.7% in the year to 30 June
2023. The market value of the Group’s investment portfolio,
after adjusting for investment acquisitions and disposals,
decreased during the year by $4.9 million or 0.5%. Many of
the Group’s larger investment holdings showed good market
value increases for the year, however the overall market value
performance of the portfolio was impacted by a fall in value
for the Group’s largest holding, EVT. The EVT share price
decreased by 10.0% for the year. Excluding the EVT holding,
the increase in the Group’s investment portfolio was 6.3%.
3
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 $m
TEN YEAR SUMMARY OF NET PROFITS
41.81
39.67
41.66
45.53
38.12
37.42
35.26
37.41
33.76
21.03
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
CPS
FULLY FRANKED DIVIDENDS PER ORDINARY SHARE
8
125
7
114
116
121
108
100
111
67
9
100
14
84
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Ordinary dividend
Special dividend
%
DIVIDENDS PAID AS A PERCENTAGE OF NET PROFIT
84.4
76.4
76.6
77.4
76.9
77.3
77.1
76.9
77.1
75.1
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
50
45
40
35
30
25
20
15
10
5
0
140
120
100
80
60
40
20
0
90.0
85.0
80.0
75.0
70.0
65.0
60.0
4
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
The directors present their report together with the
consolidated financial report of Carlton Investments Limited
(“the Company”) and its controlled entities for the year ended
30 June 2023 and the auditor’s report thereon.
Directors
The directors of the Company in office at any time during or
since the end of the financial year are:
Mr Alan G Rydge AM
Chairman of Directors since 1980. Non-Executive director.
Broad experience as a director of various listed and private
entities, formerly Deputy Chairman of Australia Post.
Director (since 1978) and Chairman (since 1980) of EVT
Limited. Also a director of Enbeear Pty Limited, Alphoeb Pty
Limited, and Aygeear Pty Limited.
Mr Murray E Bleach CA, GAICD, BA(Fin), MApFin.
Member of the Institute of Chartered Accountants in Australia
and Graduate of the Australian Institute of Company Directors.
Independent Non-Executive Director since 2014.
Chairman of the Nominations and Remuneration Committee
and Chairman of the Audit and Risk Committee (from
December 2021).
Over 40 years’ experience in accounting and financial services,
with extensive experience in infrastructure and start-up
investment. He was previously in charge of Macquarie Group’s
North American operations and was the CEO of Intoll Group,
the Chairman of Suicide Prevention Australia and a Non-
Executive Director and the Chairman of the Board Investment
Committee at IFM Investors for 9 years.
He is Chairman and co-founder of start-up investment group,
AddVenture/Tidal Ventures and director and Chairman of
Energy Action Ltd. Murray also serves at AustralianSuper Pty
Ltd as the “Infrastructure and Private Equity Expert” for its
Direct Investment Group & Transaction Review Committee.
Mr Greg J Robertson CA, MBA, LLB, BEc, MAICD
Member of the Institute of Chartered Accountants in Australia
and also a member of the Australian Institute of Company
Directors.
Independent Non-Executive Director since May 2022.
Over 35 years’ experience in business management, business
valuations, mergers, acquisitions and reconstructions.
Extensive experience in private equity investment across a wide
range of industry sectors. He was a partner at Arthur Andersen,
following which he was an Executive Director at Investec
Wentworth Private Equity Limited for close to 10 years, and
subsequently an Executive Director of Adexum Capital Limited
for 8 years.
He is currently a director of Actuity Capital Partners Pty Ltd and
Echo HoldCo Pty Ltd.
Mr Anthony J Clark AM, FCA, FAICD. (retired from
Board on 27 October 2022)
Fellow of the Institute of Chartered Accountants in Australia and
Fellow of the Australian Institute of Company Directors.
Independent Non-Executive Director since 2000.
Chairman of the Nominations and Remuneration Committee
and Chairman of the Audit and Risk Committee (from
December 2014 to December 2021).
Broad experience as a director of listed companies and
previously practised as a Chartered Accountant retiring as a
partner of KPMG in 1998.
Former directorships include Ramsay Health Care Limited,
Telstra Corporation Limited, Amalgamated Holdings Limited
(now known as EVT Limited) and Sphere Minerals Limited.
Company Secretary and Chief Financial Officer
Mr Peter W Horton was appointed Company Secretary and
Chief Financial Officer in October 2011. He practised as a
Chartered Accountant for over 20 years prior to his retirement
as a partner of KPMG in 2001. Immediately prior to joining
the Company, Mr Horton was the Director of Finance and
Accounting for a public company engaged in the hospitality and
leisure industries, a position which he held for almost 10 years.
Officers who were previously partners of the audit
firm
AJ Clark and PW Horton were officers of the Company during
the year and were previously partners of the current audit firm,
KPMG, at a time when the audit firm undertook an audit of the
Company. The most recent that any of these officers previously
worked with KPMG was more than 21 years ago.
5
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Directors’ meetings
The number of directors’ meetings and meetings of committees of directors held during the year together with the number of
meetings attended by each director during the financial year were:
Name of Director
Directors’ Meetings
Audit and Risk
Committee
Nominations and
Remuneration Committee
No. of meetings held:
No. of meetings attended:
Mr A G Rydge
Mr M E Bleach
Mr G J Robertson
Mr A J Clark
7
7
7
7
2
3
3
3
3
1
1
1
1
1
0
Principal activities
The principal activity of the Group is the acquisition and
long term holding of shares and units in entities listed on the
Australian Securities Exchange. There have been no significant
changes in the activity of the consolidated entity during the year
under review.
Environmental regulation
The Group’s operations are not subject to any significant
environmental regulations under either Commonwealth or State
legislation.
Events subsequent to balance date
Other than noted elsewhere in this report, there has not arisen
in the interval between the end of the financial year and the
date of this report any item, transaction or event of a material
and unusual nature likely, in the opinion of the directors of the
company, to affect significantly the operations of the Group, the
results of those operations, or the state of affairs of the Group,
in subsequent financial years.
Corporate Governance
For the year ended 30 June 2023, the Board applied where
practicable, the guidelines set out in the 4th Edition of ASX
Corporate Governance Principles and Recommendations
issued by the ASX Corporate Governance Council. The
Company has disclosed its current 2023 Corporate
Governance Statement in the Governance and Policies section
on the Carlton Investments website at:
https://www.carltoninvestments.com.au/AboutUs/
GovernanceandPolicies.aspx
The Group has also lodged the 2023 Corporate Governance
Statement and Appendix 4G with the ASX. Companies
listed on the Australian Securities Exchange are required,
under the ASX Listing Rules, to detail the principles and
recommendations with which they have not complied and
provide reasons as to why they have not done so. As disclosed
in the 2023 Corporate Governance Statement, the Company
complies, to the extent appropriate for an organisation of
its size, with the ASX Corporate Governance Principles and
Recommendations, with the exception of:
• Recommendation 2.5, as the Chairman is not considered
to be an independent director due to his related interests
in the Company. The remaining members of the Board do
not consider that this in any way diminishes the effective
conduct of the Board’s functions; and
• Recommendation 3.3, as the Company does not have
a whistleblower policy. Given the size of the Company
and also taking into account compensating procedures
undertaken, the Board does not consider that this
exception impacts on the effectiveness of the Board’s
governance processes.
6
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Results and review of operations
The consolidated profit for the year attributable to the members
of Carlton Investments Limited was:
Operating revenue
Administration and finance costs
2023
$000
2022
$000
39,145
35,643
(982)
(910)
Profit before income tax expense
38,163
34,733
Income tax expense
Net profit for the year
(757)
(976)
37,406
33,757
The net profit for the year to 30 June 2023 increased from the
prior year by $3,649,000 or 10.8%.
Included in the net profit are dividends received from EVT
(formerly Event Hospitality & Entertainment). EVT recommenced
paying dividends in November 2022 following two years of no
dividends when the businesses of EVT were greatly affected by
COVID restrictions. Fully franked dividends totalling $8,005,000
were received from EVT during the year to 30 June 2023.
Included in the net profit for the prior year, to 30 June 2022,
was a one-off in-specie fully franked dividend of Woodside
Energy shares, valued at $4,755,000, resulting from the merger
of the BHP’s petroleum business into Woodside Energy.
Dividends and distributions received totalled $38,398,000,
compared to the prior year amounts of $35,570,000. As
noted above, prior year dividends included the BHP in-specie
dividend of $4,755,000. The impact of EVT recommencing
paying dividends is also noted above. If the BHP in-specie
dividend was to be excluded from the prior year dividends,
dividend and distribution income increased by 24.6%.
Dividends received included special dividends amounting to
$4,087,000, of which $3,694,000 was received as an initial
special dividend from EVT in November 2022. In the prior year,
special dividends totalled $1,205,000.
Interest income totalled $747,000, compared to $73,000 in the
prior year. The weighted average interest rate for term deposits
increased from 0.60% in the prior year to 3.31%. Interest rates
increased progressively throughout the year and average funds
on term deposit increased by $11,900,000 million over the
average amount for the prior year.
Administration expenses for the year were $970,000 compared
to $898,000 in the prior year. The management expense ratio
(MER) for the year was 0.10% compared to 0.09% in the prior
year.
Equity investments purchased during the year to 30 June 2023
totalled $13,663,000 (2022: $8,804,000). Major additions to
the portfolio were South 32, ANZ Bank, JB Hi-Fi, Woodside
Energy, Sonic Healthcare, BHP Group, Elders and Santos.
Also, during the year, the Group received shares in the PEXA
Group via an in-specie distribution from the Link Group
with a market value, at that time, totalling $460,000. The
Group continued to invest in Australian listed entities that we
considered to be well managed and are anticipated to provide
attractive levels of sustainable income through predominantly
franked dividends and long-term capital growth. Details of
investment acquisitions over $400,000 during the year to 30
June 2023 are given in the Chairman’s Report.
During the year to 30 June 2023 the Group disposed of
its investments in the Tassal Group and the Pendal Group,
both these disposals were as a result of a takeover. The
consideration received for all investment disposals during the
year was $1,815,000. This consideration included additional
shares in Perpetual, with a market value of $283,000, issued by
Perpetual as part consideration for their Pendal takeover. Prior
year consideration received on disposals totalled $7,844,000.
Capital returns received during the year totalled $178,000.
In the prior 2022 year capital returns of $4,303,000 were
received, with large capital returns from Boral and Wesfarmers.
The investment portfolio held by the Group is valued at market
values. Increments and decrements in the market value of
equity investments are recognised as other comprehensive
income and taken to the revaluation reserve.
During the year to 30 June 2023 market values of the Group’s
investment portfolio, after adjusting for investment acquisitions
and disposals, decreased by $4.9 million or 0.5% (2022:
decrease of $53 million, or 5.3%). The S&P/ASX 200 Index
increased during the year to 30 June 2023 by 9.7% (2022:
decrease 10.2%).
Although most of the Group’s larger holding showed good
market value increase for the year, the overall market value
performance of the portfolio was impacted by a fall in the
market value of the Group’s largest holding, EVT. The EVT
share price showed a decrease of 10.0% for the year.
Excluding the EVT holding, the increase in the Group’s
investment portfolio was 6.3%. On a total portfolio return
basis (measured by the movement in NTA per share assuming
dividends are reinvested), the return for the twelve months was
3.4% (2022: minus 2.1%) compared with an increase in the
S&P ASX 200 Accumulation Index over the period of 14.8%
(2022: decrease 6.5%).
7
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 Outlook and likely developments
We expect that high inflation and high interest rates will remain
well into the current financial year. There are also several other
continuing domestic and global uncertainties and risk factors
impacting on future economic growth prospects and, in turn,
on investment market valuations. We expect to see ongoing
volatility in market valuations in the months ahead.
The Board continues to have confidence in the mix and quality
of businesses in which the Group has invested. The Group will
continue to take a cautious approach when pursuing its policy
of purchasing equity investments for the long term through
reinvesting dividends and other income in entities listed on the
Australian Securities Exchange.
directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Dividends
• Paid during the year in respect of the prior financial year:
(i) As proposed in last year’s report, a final ordinary share
dividend of 44 cents per share and a special final dividend
of 14 cents per, both fully franked and amounting to
$15,355,000 were paid on 19 September 2022.
(ii) As proposed in last year’s report, a final preference share
dividend of 7 cents per share, fully franked, amounting to
$6,000 was paid on 19 September 2022.
•
In respect of the current financial year:
(iii) An interim ordinary share dividend of
40 cents per share and a special interim
dividend of 9 cents per, both fully franked,
were declared and paid on 20 March 2023.
(iv) A final ordinary dividend of 60 cents per
ordinary share in respect of the year ended
30 June 2023 has been declared. The
dividend will be fully franked.
Total ordinary share dividends paid or payable
in respect of the year ended 30 June 2023
(v) An interim preference share dividend of
7 cents per share, fully franked, was paid
on 20 March 2023.
$000
12,973
15,885
28,858
6
(vi) A final preference share dividend of
7 cents per share, fully franked, has been declared.
6
Total dividends paid or payable in respect of
the year ended 30 June 2023
28,870
In the financial statements preference share dividends are
recorded as a finance cost, refer note 3-4 to the financial
statements.
8
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023
directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Remuneration Report - Audited
The Company has a Board of four directors and employs two staff, one of whom is the company secretary/chief financial officer.
The Board reviews the performance of the company secretary/chief financial officer and determines the appropriate remuneration
after having reference to current market rates. Directors’ fees for the non-executive directors (there are no executive directors) are
recommended to the Board each year by the Nominations and Remuneration Committee and, after reference to current market
rates, are based on the nature of each director’s work and responsibilities. Directors do not receive additional fees for Committee
participation. These fees are within the maximum amount of $450,000 that was approved by the shareholders at the 2022 annual
general meeting. Performance evaluation and remuneration reviews are carried out in May each year, with any remuneration
increases being effective from 1 July. No director or the company secretary/chief financial officer has a service agreement.
Directors and the company secretary/chief financial officer do not receive any remuneration subject to performance conditions
including bonuses or options over shares in the Company. There were no non-monetary benefits given to directors or the company
secretary/chief financial officer. Their only remuneration is by way of fees and salary respectively, together with superannuation
contributions which are paid to defined contribution funds.
Directors’ and officer’s remuneration
Short
term base
emolument
Post employment
superannuation
contributions
Director’s
retirement
payment
Leave
entitlements
movements
Directors
Mr A G Rydge
Mr M E Bleach
Mr G J Robertson
Mr A J Clark
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
$
92,760
90,000
81,448
79,091
75,000
13,182
35,499
79,091
284,707
261,364
Company Secretary/Chief Financial Officer
Mr P W Horton
2023
2022
179,500
172,500
$
9,740
9,000
8,552
7,909
15,000
1,318
2,851
7,909
36,143
26,136
27,500
27,500
$
-
-
-
-
-
-
50,000
-
50,000
-
-
-
$
-
-
-
-
-
-
-
-
-
-
(2,338)
8,946
The table below sets out the Group’s performance indices in respect of the current year and the previous four years.
Net profit for year ($000)
Dividends cents per ordinary share#
Net tangible asset backing before
capital gains tax at 30 June
Share price at 30 June
Management Expense Ratio
2023
37,406
109^
$37.15
$28.11
0.10%
2022
33,757
98*
$36.99
$28.35
0.09%
2021
21,029
67
$38.53
$30.01
0.10%
2020
38,115
111
$28.50
$22.97
0.10%
# Interim, final and special dividends in respect of year
^ Included a special dividend of 9 cents per share
* Includes special dividends of 14 cents for the 2022 year and 8 cents for the 2019 year
Total
$
102,500
99,000
90,000
87,000
90,000
14,500
88,350
87,000
370,850
287,500
204,662
208,946
2019
45,526
133*
$36.68
$31.60
0.09%
9
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Remuneration Report (continued)
Directors’ equity holdings and transactions
The movement during the reporting period in the number of ordinary shares of the Company held, directly, indirectly or beneficially,
by each key management person, their spouses and their personally-related entities is as follows:
Mr A G Rydge
Mr M E Bleach
Mr G J Robertson
Mr A J Clark*
Held at
Change during year
Held at
1 July 2022
16,084,540
1 July 2021
16,084,540
6,120
-
5,000
6,120
-
5,000
2023
2022
30 June 2023
30 June 2022
-
-
3,500
-
-
-
-
-
16,084,540
16,084,540
6,120
3,500
-
6,120
-
5,000
*Mr A J Clark retired as a director on 27 October 2022
The 16,084,540 ordinary shares disclosed above as being held directly, indirectly or beneficially by Mr A G Rydge includes
13,351,639 ordinary shares held by Enbeear Pty Limited representing 50.4% of the Company’s issued ordinary shares.
End of Remuneration Report
Directors’ interests
The relevant interest of each director in the share capital of the Group, as notified by the directors to the Australian Securities
Exchange in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:
Shares held in Carlton Investments Limited
Held Directly
Other Relevant Interests
Aggregate Relevant
Interests
Ordinary Shares
Ordinary Shares
Ordinary Shares
2023
2022
2023
2022
2023
2022
1,214,360
1,214,360
14,852,116
14,852,116
16,066,476
16,066,476
-
-
-
-
-
5,000
6,120
3,500
-
6,120
-
-
6,120
3,500
-
6,120
-
5,000
Mr A G Rydge
Mr M E Bleach
Mr G J Robertson
Mr A J Clark
None of the directors or entities in which the directors have a beneficial interest, hold preference shares. Mr Rydge also has a non-
beneficial interest in 37,941 (2022: 37,941) preference shares by virtue of his directorship of EVT Limited.
No options were granted over unissued ordinary shares in the Company to any officer of the Company during or since the end of
the financial year and at the date of this report there are no unissued ordinary shares under option.
Indemnification of officers
The Company has agreed to indemnify the current directors and company secretary of the Company and its controlled entities for
all liabilities to another person (other than the Company or a related body corporate) that may arise from their position, except where
the liability arises out of conduct involving a lack of good faith. The agreements stipulate that the Company will meet the full amount
of any such liabilities, including costs and expenses.
No premium has been paid, or agreed to be paid, for insurance against a current or former officer’s or auditor’s liability for legal
costs.
10
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 directors’ report
FOR THE YEAR ENDED 30 JUNE 2023
Non-audit services
During the year KPMG, the Company’s auditor, has performed certain other services in addition to its statutory duties. The Directors
are satisfied that:
(a) the non-audit services provided during the financial year by KPMG as the external auditor were compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001; and
(b) any non-audit services provided during the financial year by KPMG as the external auditor did not compromise the auditor
independence requirements of the Corporations Act 2001 for the following reasons:
(i)
the nature and scope of any non-audit service provided is reviewed and approved by the Audit and Risk Committee to
ensure that they do not adversely affect the integrity and objectivity of the auditor; and
(ii) the amount of non-audit fees paid to KPMG in comparison to the amount of audit fees are considered to be significantly
within an appropriate threshold to maintain auditor independence.
Details of amounts paid to KPMG for audit and non-audit services provided during the year are:
Statutory Audit
- Audit and review of financial reports
Services other than statutory audit
- Taxation compliance services
2023
$
2022
$
68,626
65,611
13,420
82,046
12,320
77,931
Lead auditor’s independence declaration
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is included after the
financial statements.
Parent entity financial statements
The Group has applied amendments to 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 detailed in
note 6-6 to the consolidated entity’s financial statements.
Rounding off
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and
in accordance with that legislative instrument amounts in the financial report and Directors’ Report have been rounded off to the
nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the Directors at Sydney on 15 August 2023.
A G RYDGE AM
Director
M E BLEACH
Director
11
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 consolidated income statement
FOR THE YEAR ENDED 30 JUNE 2023
Dividends and distributions received before BHP in-specie dividend
BHP in-specie dividend of Woodside Energy Shares
Interest income
Operating revenue
Administration expenses
Finance costs
Profit before income tax expense
Income tax expense
Profit for the year
Note
2-3
2-3
2-4
3-4
2-5
2023
$000
38,398
-
38,398
747
2022
$000
30,815
4,755
35,570
73
39,145
35,643
(970)
(12)
38,163
(757)
37,406
(898)
(12)
34,733
(976)
33,757
Basic and diluted earnings per ordinary share
2-1
$1.413
$1.275
The consolidated income statement is to be read in conjunction with the notes to the financial statements set out on pages 17 to
32.
12
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 consolidated statement of comprehensive income
FOR THE YEAR ENDED 30 JUNE 2023
Net profit for the year
Other comprehensive income
Items that will not be reclassified to the
income statement in the future:
Decrease in fair value of investments
Decrease in deferred tax liability relating to change in fair value of investments
Total other comprehensive loss
Total comprehensive income/(loss) for the year
2023
$000
2022
$000
37,406
33,757
(4,852)
2,362
(2,490)
34,916
(53,019)
12,965
(40,054)
(6,297)
The consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out
on pages 17 to 32.
13
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 consolidated statement of financial position
AS AT 30 JUNE 2023
CURRENT ASSETS
Cash
Receivables
Investments - term deposits
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Investments - equities
Deferred tax assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Payables
Current tax liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities
Other financial liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Revaluation reserve
Retained profits
TOTAL EQUITY
Note
2023
$000
2022
$000
6-1
3-2
3-1
3-1
2-5
3-3
2-5
2-5
3-4
4-1
4-1
3,073
3,610
21,000
27,683
12,480
3,238
15,000
30,718
956,399
949,299
32
956,431
984,114
31
949,330
980,048
157
284
441
152
204
356
157,656
160,263
166
157,822
158,263
825,851
20,146
416,143
389,562
825,851
166
160,429
160,785
819,263
20,146
418,633
380,484
819,263
The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements set out on
pages 17 to 32.
14
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 consolidated statement of changes in equity
FOR THE YEAR ENDED 30 JUNE 2023
Year to 30 June 2023
Equity as at 1 July 2022
Dividends paid
Profit for the year
Other comprehensive income:
Decrease in fair value of investments
Decrease in deferred tax liability relating to
change in fair value of investments
Other comprehensive income
Total comprehensive income/(loss)
Share
capital
$000
20,146
-
Revaluation
reserve
$000
418,633
-
20,146
418,633
-
-
-
-
-
-
(4,852)
2,362
(2,490)
(2,490)
Total equity as at 30 June 2023
20,146
416,143
Year to 30 June 2022
Share
capital
$000
Revaluation
reserve
$000
Equity as at 1 July 2021
20,146
458,687
Dividends paid
Profit for the year
Other comprehensive income:-
Decrease in fair value of investments
Decrease in deferred tax liability relating to
change in fair value of investments
Other comprehensive income
Total comprehensive income/(loss)
-
-
20,146
458,687
-
-
-
-
-
-
(53,019)
12,965
(40,054)
(40,054)
418,633
Total equity as at 30 June 2022
20,146
Retained
earnings
$000
380,484
(28,328)
352,156
37,406
-
-
-
37,406
389,562
Retained
earnings
$000
368,171
(21,444)
346,727
33,757
-
-
-
33,757
380,484
Total
$000
819,263
(28,328)
790,935
37,406
(4,852)
2,362
(2,490)
34,916
825,851
Total
$000
847,004
(21,444)
825,560
33,757
(53,019)
12,965
(40,054)
(6,297)
819,263
The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on
pages 17 to 32.
15
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023
consolidated statement of cash flows
FOR THE YEAR ENDED 30 JUNE 2023
Note
2023
$000
2022
$000
38,197
30,200
NET CASH PROVIDED BY OPERATING ACTIVITIES
6-1
36,886
CASH FLOWS FROM OPERATING ACTIVITIES
Dividends and distributions received
Interest received
Cash paid for operating expenses
Income tax paid
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from capital returns and disposal of investments
Payments for acquisition of investments
Term deposits increase
NET CASH FROM/(USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
Finance costs
NET CASH USED IN FINANCING ACTIVITIES
Net (decrease)/increase in cash held
CASH AT BEGINNING OF FINANCIAL YEAR
CASH AT END OF FINANCIAL YEAR
6-1
577
(965)
(923)
1,710
(13,663)
52
(877)
(1,017)
28,358
12,147
(8,804)
(6,000)
(9,000)
(17,953)
(5,657)
(28,328)
(21,444)
(12)
(12)
(28,340)
(21,456)
(9,407)
12,480
3,073
1,245
11,235
12,480
The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 17
to 32.
16
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 SECTION 1 – BASIS OF PREPARATION
(e) New and Revised Accounting Standards
A number of new accounting standards and interpretations
became mandatory for the current financial year ended 30 June
2023. These new accounting standards and interpretations
have not had a material effect on the Group’s consolidated
financial statements.
There are also a number of new accounting standards,
amendments to accounting standards and interpretations,
which are not yet mandatory, which have not been adopted
in preparing these consolidated financial statements. From
an initial assessment, it is not expected that these new and
amended accounting standards and interpretations will have a
significant effect on the consolidated financial statements of the
Group when they are adopted.
1-1 Reporting Entity
Carlton Investments Limited (The Company) is a company
domiciled in Australia. The address of the Company’s
registered office is Level 15, 478 George Street, Sydney, NSW.
The consolidated financial report of the Company as at and for
the year ended 30 June 2023 comprises the Company and
its subsidiaries (collectively referred to as the “Group”). The
Group is a for-profit entity and operates predominately in the
acquisition and long term holding of shares and units in entities
listed on the Australian Securities Exchange and solely within
Australia.
The consolidated financial statements were authorised for issue
by the Board of Directors on 15 August 2023.
1-2 Basis of preparation
(a) Statement of compliance
The consolidated financial statements are general purpose
financial statements which have been prepared in accordance
with Australian Accounting Standards (AASBs) adopted by
the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001. The consolidated financial statements
also comply with International Financial Reporting Standards
(IFRSs) and interpretations adopted by the International
Accounting Standards Board (IASB).
(b) Basis of measurement
The consolidated financial statements have been prepared on
the historical cost basis except that investments in equities
have been stated at their market values at balance date.
(c) Functional currency and presentation
These consolidated financial statements are presented in
Australian dollars which is the Group’s functional currency. The
ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 is applicable to the Group and therefore
the amounts in the financial report and Directors’ Report have
been rounded off to the nearest thousand dollars, unless
otherwise stated.
(d) Changes in accounting policies
The accounting policies adopted by the Group are consistent
with those adopted during the previous corresponding financial
year.
17
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023
SECTION 2 – EARNINGS AND COSTS
2-1 Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. 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 EPS is the same as basic EPS as there are no dilutive potential ordinary shares on issue by the Company.
Basic and diluted earnings per ordinary share
Reconciliation of earnings used in the calculation of earnings per share:
Profit as per the consolidated statement of profit
Weighted average number of ordinary shares used in the calculation of basic and diluted
earnings per share
2023
$1.413
$000
37,406
2022
$1.275
$000
33,757
Number
Number
26,474,675
26,474,675
2-2 Timing of recognition of income
Revenues from dividends and trust distributions are recognised in the profit or loss when the right to receive those dividends and
trust distributions is established, which is the date that the investment trades “ex-dividend”. Interest income comprising interest
on short term deposits is recognised as it accrues. Receivables, at year end for these revenue items, are recognised on the same
basis.
2-3 Dividends and distributions received
Dividends and distributions received
Dividends and distributions received from
listed entities:
Dividends – ordinary
Dividends – special
Distributions from trusts
BHP in-specie dividend received on demerger of the BHP petroleum business to
Woodside Energy (refer below)
Dividends from:
Investments held at year end
Investments disposed of during the year
2023
$000
2022
$000
33,376
4,087
935
38,398
-
38,398
38,395
3
38,398
28,723
1,205
887
30,815
4,755
35,570
35,570
-
35,570
In the prior year, 30 June 2022, BHP paid a fully franked in-specie dividend of Woodside Energy shares resulting from the sale by
BHP of its petroleum business to Woodside Energy. The value of the in-specie dividend received, being the market value of the
Woodside Energy shares at that time, was $4,978,000. The value of this dividend was apportioned between the income statement
and other comprehensive income at 30 June 2022 based on the increase in market value since the acquisition of the BHP shares.
$223,000 of the amount received has been recognised as other comprehensive income in the Statement of Comprehensive Income
and the balance of the in-specie dividend, amounting to $4,755,000, has been recognised in the Income Statement.
18
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 2-4 Administration expenses
Directors’ fees and employee remuneration
Auditor’s remuneration
Rent and office service charges
Other administration costs
2-5 Income tax
Accounting policy
Note
6-5
2023
$000
651
82
26
211
970
2022
$000
575
78
23
222
898
Income tax expense comprises current and deferred tax. Current or deferred income tax is recognised in the profit or loss for the
year except to the extent that it relates to items recognised through other comprehensive income, when it is recognised into the
revaluation reserve or directly in equity.
Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantially
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax, being predominantly capital gains tax, is provided using the balance sheet liability method, providing for temporary
differences between the carrying amounts of assets for financial reporting purposes and the amounts used for taxation purposes.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets,
using tax rates enacted or substantially enacted at the balance date. Deferred tax assets are reviewed at each reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
Income tax expense
Prima facie income tax expense calculated at 30% (2022: 30%) on operating profit
Increase (decrease) in income tax expense due to:
Imputation gross up on dividends received
Franking credits on dividends received
Difference in timing of recognition of franked dividends receivable
Adjustments prior year deferred tax balances
Over provision current income tax prior year
Other adjustments
Income tax expense
Income tax expense in the statement of profit or loss comprises:
Current income tax expense
Adjustments prior year deferred tax balances
Over provision current income tax prior year
2023
$000
2022
$000
11,449
10,420
4,384
(14,615)
3,957
(13,189)
(172)
(58)
(50)
(181)
757
865
(58)
(50)
757
(90)
(61)
(36)
(25)
976
1,073
(61)
(36)
976
19
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 2-5 Income tax (continued)
Current tax liability
Balance at beginning of year
Income tax paid
Current year’s income tax provision
Capital gains tax provision for realised gain in year
Over provision in previous year
Balance at end of year
Deferred tax liability
Balance at beginning of year
(Decrease)/increase in deferred tax liability on change in market value of investments
recognised directly in equity
Capital gains tax payable taken to current tax liability
Origination and reversal of timing differences
Balance at end of year
Represented by:
Capital gains tax on unrealised investment gains
Temporary differences on timing of recognition of dividend and distribution income
Deferred tax asset
Balance at beginning of year
Origination and reversal of temporary differences
Balance at end of year
Represented by:
Temporary differences - employee entitlements accrued
2023
$000
204
(923)
930
123
(50)
284
2022
$000
392
(1,017)
865
-
(36)
204
160,263
173,076
(2,362)
(123)
(122)
157,656
157,571
85
157,656
31
1
32
32
(12,965)
-
152
160,263
160,063
200
160,263
26
5
31
31
20
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 SECTION 3 – ASSETS AND LIABILITIES
3-1 Investments
Current
Term deposits
Note
2023
$000
2022
$000
21,000
15,000
Term deposits are carried at cost. They have been placed with major financial institutions and at 30 June 2023 had remaining
maturity periods of 19 to 75 days (2022: 48 to 167 days) with interest rates of 4.36% to 4.70% (2022: 0.70% to 2.95%). The
weighted average effective interest rate on term deposits for the year ended 30 June 2023 was 3.31% (2022: 0.60%). Credit
risk represents the loss that would be recognised if counterparties failed to perform as contracted. Credit risk on term deposits
is minimised as deposits are only made with major Australian financial institutions with acceptable credit ratings determined by a
recognised rating agency.
Non-Current
Investments and equities
Shares and units held in listed entities - at fair value
6-10
956,399
949,299
Shares and units in listed entities are measured at fair value on an ongoing basis. Inputs used to determine fair value are the
unadjusted last-sale price, last-bid price and last-sell price quoted on the Australian Securities Exchange at balance date. Fair value
is determined at a value within the quoted bid/sell price spread with most investments being valued at the quoted last-sale price.
As the inputs used to determine the fair value of shares and units in listed entities are prices quoted in an active market, being the
Australian Securities Exchange, values are categorised within Level 1 of the fair value hierarchy of measurement under Accounting
Standards AASB 13.
Any change in fair value of shares and units in listed entities is recognised as “other comprehensive income”, through the Statement
of Comprehensive Income, directly in equity. This accounting treatment has been adopted as the shares and units held in listed
entities are equity instruments held for long-term capital growth and dividend income, rather than with the primary, shorter term,
object of profit from their sale.
During the year to 30 June 2023 investments were acquired for consideration of $13,663,000 (2022: $8,804,000). In the prior year,
the Group also received an in-specie dividend from BHP on the sale of its petroleum business to Woodside Energy. This transaction
resulted in the receipt of shares in Woodside Energy to the value of $4,978.000.
Proceeds from disposal of investments in the year to 30 June 2023 totalled $1,815,000 (2022: $7,844,000). These proceeds from
disposals included additional shares in Perpetual with a market value of $283,000 issued by Perpetual as part consideration for their
Pendal Group takeover. The proceeds from capital returns during the year to 30 June 2023 were $178,000 (2022: $4,303,000).
The group is not directly exposed to interest or currency risk through its equity investments.
The only individual, material investment in a listed equity, that is neither a subsidiary nor an interest in an associate or joint venture
accounted for using the equity method, is:
Name
Principal Activities
Ownership
Carrying Amount
Dividends Received
EVT Limited
Entertainment,
hospitality, tourism
and leisure
2023
%
2022
%
2023
$000
2022
$000
2023
$000
2022
$000
19.1
19.1
361,436
401,766
8,005
-
21
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 3-2 Receivables
Current
Dividends and interest receivable
Timing of recognition of receivables is disclosed in note 2-2.
3-3 Payables
Current
Other creditors and accruals
The consolidated entity’s exposure to liquidity risk related to creditors is disclosed in note 5-2.
3-4 Other financial liabilities
Non-Current
Cumulative preference shares
2023
$000
2022
$000
3,610
3,238
157
152
166
166
82,978 (2022: 82,978) 7% cumulative preference shares fully paid
Holders of preference shares are entitled to receive a fixed cumulative preferential dividend at the rate of 7% per annum on capital
paid up of $2 per existing preference share. In the event of a winding up of the Company, preference shareholders are entitled to
the capital and all arrears of dividends up to the date of the commencement of the winding up paid off in priority to any payment of
capital on the ordinary shares. Holders of preference shares may attend and speak at general meetings but do not have a right to
vote except where at the date of the meeting any dividend or part of a dividend is in arrears or on matters which directly or indirectly
affect the rights attaching to the preference shares. The preference shares when issued were not classified as redeemable.
Dividends on these preference shares are recorded as a finance cost for accounting purposes.
Final dividend (7 cents per preference share paid on 19 September 2022)
Interim dividend (7 cents per preference share paid on 20 March 2023)
Dividends paid were franked at a tax rate of 30%.
6
6
12
6
6
12
22
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023
SECTION 4 – SHARE CAPITAL, RESERVES AND DIVIDENDS PAID
4-1 Share capital and reserves
Issued and paid up capital
26,474,675 (2022: 26,474,675) ordinary shares fully paid
Movements in ordinary share capital
Balance at the beginning of the financial year
On market share buy-back – nil
Balance at the end of the financial year
2023
$000
2022
$000
20,146
20,146
20,146
-
20,146
20,146
-
20,146
On 14 November 2001 the Company announced an On Market Buy Back of up to 2,500,000 of the Company’s ordinary shares.
This Buy-Back has been extended until 28 November 2023. There were no shares bought back during the year ended 30 June
2023 (2022: Nil). At 30 June 2023 the cumulative number of shares bought back since 14 November 2001 is 806,612 at a cost of
$10,700,000.
The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid.
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary
share at shareholders’ meetings. In the event of a winding up of the Company, ordinary shareholders rank after preference
shareholders and creditors and are fully entitled to any proceeds of liquidation.
Revaluation reserve
Revaluation reserve
416,143
418,633
The revaluation reserve comprises the cumulative change in the fair value of equity investments net of the estimated capital gains
tax relating thereto.
4-2 Dividends
The following dividends were declared and paid by the Company:
Declared and paid during the year
2022
Final – ordinary share
Special – ordinary shares
2023
Interim – ordinary share
Special – ordinary shares
Total
Cents
per share
Total amount
$000
Franked/
unfranked
Date of payment
44.0
14.0
40.0
9.0
11,649
3,706
10,590
2,383
28,328
Franked
Franked
19 September 2022
19 September 2022
Franked
Franked
20 March 2023
20 March 2023
Franked dividends declared or paid during the year were franked at the tax rate of 30%.
Declared after the end of the financial year:
Final – ordinary share
60.0
15,885
Franked
18 September 2023
The financial effect of the final dividend has not been brought to account in the financial statements for the year ended 30 June
2023 and will be recognised in subsequent financial reports.
23
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023
4-2 Dividends (continued)
Dividend franking account
30% franking credits available to shareholders of Carlton Investments Limited for
subsequent financial years
2023
$000
2022
$000
74,811
71,382
The above available amount is based on the balance of the dividend franking account at year-end adjusted for franking credits that
will arise from the payment of the current tax liability.
In addition to the above amount, there are franking credits available in subsidiary entities at 30 June 2023 totalling $5,966,000
(2022: $5,954,000).
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 proposed after the balance date but not recognised as a liability is to reduce it by
$6,810,000 (2022: $6,583,000).
4-3 Capital management
The Board manages the Group’s capital base so as to maintain investors’ value, market confidence and to sustain future growth of
the business. In addition to endeavouring to achieve an increase in the value of capital invested by ordinary shareholders, the Board
aims to be able to pay dividends which can be increased over future years. The actual level of dividends payable is dependent upon
the level of income the Group receives from its investments. Capital management initiatives undertaken when appropriate from time
to time include a share purchase plan, a dividend reinvestment plan and on market share buy-backs. The Group’s capital consists
of total shareholders’ equity. Changes in the capital base are shown in the Consolidated Statement of Changes in Equity.
SECTION 5 – RISK
5-1 Critical accounting estimates and judgements
The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ
from these estimates.
A deferred tax liability has been recognised, in accordance with the requirements of Accounting Standards, in respect of Capital
Gains Tax calculated on the unrealised gains applicable to listed equity investments. It is the intention of Group entities to hold these
investments for the long term and not to dispose of them. Accordingly, the deferred tax liability may not be realised at the amount
disclosed in the financial statements and may also be affected by subsequent changes in tax legislation in regard to capital gains.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
5-2 Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. 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 risks associated with the Group’s assets fall into three categories, namely, credit
risk, liquidity risk and market risk. Market risk includes interest rate risk, currency risk and other price risk. The Group is not currently
materially exposed to interest rate risk as its cash and term deposits are short term and for a fixed interest rate. There is no material
direct exposure to currency risk as almost all financial assets and liabilities are denominated in Australian dollars.
Credit risk
Credit risk is the risk of financial loss to the Group if a counter-party to a financial instrument fails to meet its contractual obligations
and arises principally from the Group’s receivables from investment securities and term deposits. For the Company it arises from
receivables due from subsidiaries. The credit risk with respect to term deposits is referred to in note 3-1. None of these assets are
considered to be impaired.
24
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 5-2 Financial risk management (continued)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another asset.
Liquidity risk is not considered a material risk as the only financial liabilities the Group has are for tax payable from time to time to
the Australian Taxation Office, administration cost payables and payables for the purchases of investments. Cash flow forecasts
are prepared on a monthly basis allowing for dividends and interest to be received, movements in term deposits, investments to be
purchased, dividends to be paid and other outgoings. If the level of dividends or interest to be received were to reduce significantly
the Group can reduce its planned acquisition of investments so that adequate liquid funds are available to meet any liabilities.
Investments in listed entities could readily be sold on the Australian Securities Exchange to generate required funds.
Market risk
Market risk is the risk that changes in market prices, such as interest rates and equity prices 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 market risk
exposures within acceptable parameters, while optimising the return.
As the Group invests in equities listed on the Australian Securities Exchange there will always be a market risk as the price of the
equities is subject to fluctuation. Equity investments represent 97.2% of total assets at 30 June 2023 (2022: 96.9%). If the market
prices applicable to the listed equity portfolio were to fall by 5% or 10%, and if this fall was spread equally over all assets in the
portfolio at 30 June 2023, total equity represented by share capital, reserves and retained profits would reduce by $35,618,000 and
$71,742,000 respectively after tax.
A major part of the Group’s income consists of dividends and distributions received from its investments. The level of these
dividends and distributions fluctuates depending on the profits earned by the entities in which investments are held. There is a risk
that in downturns in the economy the level of these profits will fall and consequently may affect dividends and distributions received.
The portfolio of listed equity investments is spread over a number of market sectors so as to reduce the market risk of a major fall in
a particular sector. Details of investments held and the relevant market sectors are included in note 6-10.
SECTION 6 – OTHER INFORMATION
6-1 Cash flow information
(i) Reconciliation of cash
For the purposes of the Statements of Cash Flows, cash comprises of cash on hand and call bank deposits with original maturities
of three months or less. Cash at the end of the financial year as shown on the Statements of Cash Flows is reconciled to the items
in the consolidated statement of financial position as follows:
Cash
(ii) Reconciliation of profit after income tax to net cash provided by operating activities
Profit for the year as per the consolidated statement of profit or loss
Finance costs
Portion of BHP in-specie dividend of Woodside Energy shares recognised in profit
Net cash provided by operating activities before changes in assets and liabilities
(Decrease) in current tax payable
Increase/(decrease) in deferred income tax
Increase in other creditors and provisions
(Increase) in receivables
Net cash provided by operating activities
2023
$000
3,073
37,406
12
-
37,418
(44)
(121)
5
(372)
36,886
2022
$000
12,480
33,757
12
(4,755)
29,014
(188)
148
20
(636)
28,358
25
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-2 Related parties
(a) Key management personnel compensation
Directors and the company secretary / chief financial officer do not receive any bonuses, non-cash benefits or the granting
of options over shares in the Company. Their only remuneration is by way of fees and salary respectively, together with the
Superannuation Guarantee levy.
The key management personnel compensation comprised:
Short-term:
- Base emolument
- Leave entitlements movements
Post-employment:
- Payment to director on retirement
- Superannuation relating to base emoluments
2023
$
2022
$
464,207
(2,338)
50,000
63,643
575,512
433,864
8,946
-
53,636
496,446
Apart from details disclosed in this note, no director has entered into a material contract with the Company or the Group since the
end of the previous financial year, and there were no material contracts involving directors’ interests existing at 30 June 2023.
(b) Other related party transactions in respect of the Company
Investments in controlled entities
Class of Share
Interest Held
Controlled Entities
Carlton Hotel Limited
Carlton Hotel Limited
Eneber Investment Company Limited
The Manly Hotels Pty Limited
Amounts receivable from controlled entities
Inter-Company loans receivable
Non-Current
Preference
Ordinary
Ordinary
Ordinary
2023
%
100
100
100
100
The Company
2023
$000
2022
%
100
100
100
100
2022
$000
257,717
240,279
The amounts due to the Company are non-interest bearing and are at call. Receipt of payment is not expected within twelve
months and therefore the balance due is disclosed as non-current in the parent entity disclosure in note 6-6. Carlton Investments
Limited has undertaken not to require repayment of all or part of the amounts owing to it by the controlled entities before 31 July
2025 if repayment would result in the controlled entities not having sufficient funds to pay their other debts as and when they fall
due.
Rent of premises
Rent and office service charges totalling $25,522 (2022: $23,363) were paid to an entity which is controlled by a listed public
company of which a director of the Company is also a director. Rent and office service charges are paid monthly at commercial
rates.
26
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-2 Related Parties (continued)
Management fees
The Company provided accounting, administrative and other services during the year to its controlled entities for a management fee
of $1,066,000 (2022: $974,000). The management fees are determined using costs incurred by the Company, plus a mark-up of
10%, and are apportioned between each controlled entity based upon investment portfolio market values. These management fees
eliminate on group consolidation.
Transactions eliminated on consolidation
The balances and effects of transactions between controlled entities have been eliminated in the consolidated financial statements.
6-3 Financing facilities
The Company has not negotiated any financing facilities.
6-4 Investment transactions
The total number of transactions in securities that occurred during the financial year was 14 (2022: 14). The total brokerage paid on
these transactions was $36,854 (2022: $26,106).
6-5 Auditor’s remuneration
Amounts paid or due and payable for:
Audit services: KPMG
Audit and review of financial reports
Other services: KPMG
Taxation services - Compliance
2023
$
2022
$
68,626
65,611
13,420
82,046
12,320
77,931
6-6 Parent entity disclosures
As at, and throughout, the financial year ended 30 June 2023 the immediate parent entity of the Group was Carlton Investments
Limited.
Result of Parent Entity
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Total equity of parent entity comprising of:
Share capital
Retained profits
Total equity
2023
$000
36,336
-
36,336
3,074
266,297
219
384
2022
$000
34,978
-
34,978
12,480
258,265
183
349
265,913
257,916
20,146
245,767
265,913
20,146
237,770
257,916
27
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-7 Operating segments
The Group operates only in Australia, investing predominantly in Australian listed securities and has no reportable segments.
6-8 Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly Owned Companies) Instrument 2016/785, the wholly owned controlled entities named
below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and
directors’ reports.
It is a condition of the Class Order that the Company and each of the controlled entities enter into a Deed of Cross Guarantee. The
effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of
the controlled entities under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the
Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities
have also given similar guarantees in the event that the Company is wound up.
The controlled entities subject to the Deed are Carlton Hotel Limited, The Manly Hotels Pty Limited and Eneber Investment
Company Limited. There are no controlled entities that are not party to the Deed.
The consolidated income statement, the consolidated statement of comprehensive income and the consolidated statement of
financial position, comprising the Company and controlled entities which are party to the Deed, after eliminating all transactions
between those entities at 30 June 2023, are set out on pages 12, 13 and 14 of the financial statements.
6-9 Events subsequent to reporting date
For final dividends declared after 30 June 2023 refer note 4-2.
28
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-10 Investments in listed equities valued at fair value through other comprehensive
income
SECTOR
CONSUMER DISCRETIONARY
Media
EVT Limited
Seven West Media Limited
Nine Entertainment Co Holdings Limited
ARN Media Limited
NZME Limited
Consumer Services
Tabcorp Holdings Limited
The Lottery Corporation Limited
The Star Entertainment Group Limited
G8 Education Limited
Ardent Leisure Group Limited
FINANCIALS
Banks
National Australia Bank Limited
Commonwealth Bank of Australia
Westpac Banking Corporation Limited
ANZ Banking Group Limited
Bank of Queensland Limited
Bendigo & Adelaide Bank Limited
Virgin Money UK plc
Capital Markets
Perpetual Limited
Multi-Sector Holdings
Gowing Bros Limited
Insurance
Suncorp Group Limited
Medibank Private Limited
AMP Limited
2023
2022
No of shares
or units
$000
% No of shares or
units
$000
%
30,786,687
1,040,000
72,540
41,027
29,630
361,436
390
142
43
26
30,786,687
1,040,000
72,540
41,027
29,630
401,766
426
132
46
34
362,037 37.85
402,404 42.39
776,541
776,541
590,400
361,000
386,224
2,201,067
573,183
1,784,093
1,113,252
2,129,338
1,117,147
549,206
862
3,984
682
375
174
6,077
0.64
368,114 38.49
58,042
57,473
38,073
26,395
11,690
9,596
1,565
776,541
776,541
369,000
361,000
386,224
2,201,067
573,183
1,784,093
1,004,298
2,129,338
1,117,147
549,206
827
3,510
1,030
381
541
6,289
0.66
408,693 43.05
60,287
51,804
34,790
22,125
14,202
10,133
1,214
202,834 21.21
194,555 20.49
435,588
11,273
1.18
424,964
12,273
1.29
4,701,144
12,082
1.26
4,701,144
12,223
1.29
194,459
185,000
170,000
2,623
651
192
3,466
0.36
194,459
185,000
170,000
2,135
601
162
2,898
0.30
29
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-10 Investments in listed equities valued at fair value through other comprehensive
income (continued)
2023
2022
No of shares
or units
$000
% No of shares or
units
$000
%
30,061
55,916
111,605
1,322,000
210,938
245,167
-
60,451
18,118
498,039
27,527
426,575
1,302,253
96,053
948,196
938,000
160,860
2,309,446
502,308
164,057
164,057
471,711
100,000
5,339
3,523
3,547
1,976
2,065
1,733
-
392
159
18,734
3,860
375
4,235
1.96
0.44
964
697
387
2,048
0.22
254,672 26.63
42,659
20,805
18,449
8,683
2,312
1,823
41
94,772
9,694
1,575
11,269
9.91
1.18
30,061
55,916
111,605
1,322,000
210,938
245,167
74,364
60,451
18,118
498,039
-
426,575
1,302,253
96,053
925,596
938,000
160,860
1,073,446
502,308
164,057
-
471,711
100,000
4,945
4,569
2,627
2,274
1,979
1,841
329
413
159
19,136
4,537
-
4,537
2.02
0.48
842
983
347
2,172
0.23
247,794 26.10
38,181
16,443
16,520
4,229
2,130
1,549
-
79,052
7,500
1,371
8,871
8.33
0.93
8,508
225
0.02
8,508
178
0.02
541,764
8,034
0.84
541,764
8,544
0.90
625,362
1,163,826
298,415
235,000
280,000
24,858
4,690
1,492
1,220
669
32,929
3.44
625,362
1,163,826
298,415
235,000
280,000
19,868
3,014
1,343
954
678
25,857
2.72
SECTOR
Diversified Financial Services
Macquarie Group Limited
ASX Limited
Washington H Soul Pattinson & Company Limited
WAM Capital Limited
Australian United Investments Limited
Australian Foundation Co. Limited
Pendal Group Limited
Challenger Limited
Argo Investments Limited
Real Estate Management & Development
Lendlease Group
PEXA Group Limited
Real Estate Investment Trusts (REITS)
Mirvac Group
Cromwell Property Group
Stockland
MATERIALS
Diversified Metals & Mining
BHP Group Limited
Fortescue Metals Group Limited
Rio Tinto Limited
South32 Limited
Deterra Royalties Limited
Iluka Resources Limited
Sierra Rutile Holdings Limited
Steel
Bluescope Steel Limited
Sims Metal Management Limited
Gold
Newcrest Mining Limited
Chemicals
Orica Limited
Construction Materials
James Hardie Industries plc
Boral Limited
Fletcher Building Limited
CSR Limited
Adbri Limited
30
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-10 Investments in listed equities valued at fair value through other comprehensive
income (continued)
SECTOR
Containers & Packaging
Amcor plc
Orora Limited
CONSUMER STAPLES
Food, Beverage & Tobacco
Treasury Wine Estates Limited
Inghams Group Limited
Tassal Group Limited
Graincorp Limited
United Malt Group Limited
Elders Limited
Consumer Staples Discretionary
Distribution & Retail
Wesfarmers Limited
Coles Group Limited
Woolworths Limited
Endeavour Group Limited
JB Hi-Fi Limited
Household & Personal Products
Blackmores Limited
ENERGY
Oil, Gas & Consumable Fuels
Santos Limited
Woodside Energy Group Limited
Origin Energy Limited
Ampol Limited
UTILITIES
Gas Utilities
APA Group
Multi-Utilities
AGL Energy Limited
2023
2022
No of shares
or units
$000
% No of shares or
units
$000
%
853,133
1,258,507
12,678
4,140
16,818
1.76
164,047 17.15
853,133
1,258,507
15,391
4,594
19,985
2.11
142,487 15.01
274,795
280,000
-
112,000
112,000
84,000
609,410
609,410
173,000
144,000
22,500
3,086
734
-
877
493
553
5,743
30,068
11,225
6,873
909
984
50,059
0.60
5.23
274,795
280,000
270,000
112,000
112,000
-
609,410
609,410
173,000
144,000
-
3,119
722
1,293
1,065
366
-
6,565
25,540
10,854
6,159
1,090
-
43,643
0.69
4.60
17,000
1,602
57,404
0.17
6.00
17,000
1,197
51,405
0.13
5.42
1,732,352
459,183
1,139,489
100,000
13,027
15,814
9,583
2,994
41,418
4.33
1,594,352
429,683
1,139,489
100,000
11,830
13,681
6,529
3,423
35,463
3.74
959,991
9,302
0.97
959,991
10,819
1.14
1,627,757
17,596
26,898
1.84
2.81
1,627,757
13,429
24,248
1.41
2.55
31
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 6-10 Investments in listed equities valued at fair value through other comprehensive
2023
2022
No of shares
or units
$000
% No of shares or
units
$000
%
22,273
207,000
50,626
20,000
521
346
637
76
22,273
207,000
40,500
20,000
549
785
431
60
1,580
0.17
1,825
0.19
4,583,600
19,709
2.06
4,583,600
17,647
1.86
100,000
2,465
0.26
100,000
1,661
0.18
222,500
45,758
9,072
235,595
131,776
222,854
113,370
303,945
14,500
31,000
160,000
113,000
1,742
659
1
222,500
45,758
9,072
1,816
490
1
2,402
0.25
2,307
0.24
0.44
0.95
3,357
818
4,175
9,042
5,957
4,033
967
816
1,017
474
251
235,595
131,776
222,854
82,370
303,945
14,500
31,000
160,000
113,000
0.47
0.89
3,388
1,062
4,450
8,418
4,956
2,719
1,115
1,062
951
307
209
13,515
1.41
956,399 100.00
11,319
1.19
949,299 100.00
income (continued)
SECTOR
INFORMATION TECHNOLOGY
Software & Services
Computershare Limited
Link Administration Holdings Limited
NextDC Limited
Domain Holdings Australia Limited
TELECOMMUNICATION SERVICES
Telecommunication Services
Telstra Corporation Limited
INDUSTRIALS
Capital Goods
Seven Group Holdings Limited
Commercial & Professional Services
IPH Limited
Brambles Limited
Left Field Printing Group Limited
Transportation
Transurban Group
Atlas Arteria
HEALTH CARE
Health Care Equipment & Services
Ansell Limited
Sonic Healthcare Limited
Healius Limited
Ramsay Health Care Limited
Resmed Inc.
Estia Health Limited
Regis Healthcare Limited
TOTAL
32
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023notes to the consolidated financial statementsFOR THE YEAR ENDED 30 JUNE 2023 declarations
DIRECTORS’ DECLARATION
1. In the opinion of the Directors of Carlton Investments Limited (“the Company”):
(a) the consolidated financial statements and notes that are set out on pages 12 to 32, and the Remuneration Report on pages
9 to 10, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 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;
(c) there are reasonable grounds to believe that the Company and the Group entities identified in note 6-2 will be able to meet
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between
the Company and those Group entities pursuant to ASIC Corporations (Wholly Owned Companies) Instrument 2016/785.
2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief financial
officer for the financial year ended 30 June 2023.
3. The directors draw attention to note 1-2 to the consolidated financial statements, which include a statement of compliance with
International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors
A G RYDGE AM
Director
M E BLEACH
Director
Dated at Sydney 15 August 2023
33
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 declarations
LEAD AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C
OF THE CORPORATIONS ACT 2001
To the Directors of Carlton Investments Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Carlton Investments Limited for the financial year
ended 30 June 2023 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
David Kells
Partner
Sydney, Australia
15 August 2023
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.
34
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023
Independent Auditor’s Report
To the shareholders of Carlton Investments Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Carlton Investments
Limited (the Company).
In our opinion, the accompanying Financial Report of the
Company is in accordance with the Corporations Act 2001,
including:
• giving a true and fair view of the Group’s financial position
as at 30 June 2023 and of its financial performance for the
year ended on that date; and
The Financial Report comprises:
•
•
Consolidated statement of financial position as at 30 June
2023;
Consolidated income statement, Consolidated statement
of comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of cash
flows for the year then ended;
• Notes including a summary of significant accounting
•
complying with Australian Accounting Standards and the
Corporations Regulations 2001.
policies; and
• 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.
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.
35
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 Valuation of listed equity investments ($956,399,000)
Refer to Note 3-1 to the Financial Report
The key audit matter
How the matter was addressed in our audit
Valuation of investments in listed equities is a key audit matter
due to:
• Size of the Group’s portfolio of listed equities. These
investments represent 98% of the Group’s total assets at
year end; and
•
Importance of the performance of these investments
in driving the Group’s operating revenue and capital
performance, as reported in the Financial Report.
As a result, this was the area with the greatest effect on our
overall audit strategy and allocation of resources in planning
and performing our audit.
Our procedures included:
• We assessed the appropriateness of the accounting
policies applied by the Group, including those relevant to
the fair value of investments, against the requirements of
the accounting standards;
• We checked the existence of investments, being the
ownership and quantity held, to external independent
share registry electronic records as at 30 June 2023;
• We checked the valuation of a sample of investments,
as recorded in the general ledger, to externally quoted
market prices from relevant stock exchanges on the 30
June 2023; and
• We evaluated the Group’s disclosures of investments,
using our understanding obtained from our testing,
against the requirements of the accounting standards.
Other Information
Other Information is financial and non-financial information in Carlton Investments Limited’s annual reporting 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 Directors for the Financial Report
The Directors are responsible for:
•
•
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001;
implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is
free from material misstatement, whether due to fraud or error; and
• assessing the Group’s 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.
36
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023
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 this 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:
http://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our Auditor’s Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of Carlton
Investments Limited for the year ended 30 June 2023,
complies with Section 300A of the Corporations Act 2001.
Director’s 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 9 to
10 of the Directors’ report for the year ended 30 June 2023.
Our responsibility is to express an opinion on the Remuneration
Report, based on our audit conducted in accordance with
Australian Auditing Standards.
KPMG
David Kells
Partner
Sydney, Australia
15 August 2023
37
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 securities exchange requirements
FOR THE YEAR ENDED 30 JUNE 2023
DETAILS OF SHAREHOLDINGS
AS AT 16 AUGUST 2023
SHAREHOLDERS
(Ordinary Shares)
VOTING RIGHTS:
1 Vote for each Ordinary Shareholder
POLL: One vote for each fully paid ordinary share held
SHAREHOLDERS
(7% Cumulative Preference Shares)
VOTING RIGHTS:
Restricted - Subject to Article 9
SUBSTANTIAL SHAREHOLDERS - ORDINARY SHARES
ENBEEAR PTY LIMITED
* Includes associates’ holdings
16,066,476*
SUBSTANTIAL SHAREHOLDERS - PREFERENCE SHARES
EVT LIMITED
37,941
DISTRIBUTION OF SHAREHOLDERS
Category
Ordinary
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 & Over
Number of Ordinary Shareholders holding less than a marketable parcel
Category
Preference
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 & Over
Number of Preference Shareholders holding less than a marketable parcel
No. of Shareholders
No. of Shares
488,300
2,242,149
1,382,035
4,462,511
17,899,680
26,474,675
1,205
907
191
179
12
2,494
118
No. of Shareholders
No. of Shares
8,319
6,627
17,575
50,457
82,978
30
4
3
2
39
18
38
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 securities exchange requirements
FOR THE YEAR ENDED 30 JUNE 2023
DETAILS OF SHAREHOLDINGS (continued)
AS AT 16 AUGUST 2023
TWENTY LARGEST ORDINARY SHAREHOLDERS
1. Enbeear Pty Limited
2. Alphoeb Pty Limited
3. Rydge A G
4. Washington H Soul Pattinson and Company Ltd
5. T N Phillips Investments Pty Limited
6. Somoke Pty Ltd
7. Gowing Bros Limited
8. Marlen Pty Limited
9. Ravenscourt Proprietary Limited
10. A.J Dixon Pty Ltd
11. Charles and Cornelia Goode Foundation Pty Ltd
12. Citicorp Nominees Pty Limited
13. Phillips J N
14. Hamilton R S
15. Netwealth Investments Limited
16. Govett Investments Pty Ltd
17. Bofinger Dr M
18. Decerna Pty Ltd
19. ACN 009 757 948 Pty Ltd
20. A & M Dixon Investments Pty Ltd
Issued Ordinary Shares
TWENTY LARGEST PREFERENCE SHAREHOLDERS
1. EVT Limited
2. Morton I E & D L
3. Wilcorp No 41 Pty Limited
4. Green A J
5. Winpar Holdings Limited
6. Cameron W R
7. Seven Bob Investments Pty Ltd
8. Neild D R G
9. Cameron A D
10. Elkington Dr G B
11. Turner A H
12. Fitzharris J M
13. Hallworth G T
14. Cameron K V M
15. Elkington M
16. Crawley D E
17. Lukins N L
18. Lamproglou J
19. Gowing J E
20. Morton I E
Issued Preference Shares
No. of shares held
% of capital held
13,351,639
1,415,231
1,214,360
462,988
245,000
226,956
206,224
176,785
173,121
168,716
136,000
122,660
100,000
96,523
91,856
89,546
88,313
87,297
86,164
86,069
18,625,448
26,474,675
50.4
5.4
4.6
1.8
0.9
0.9
0.8
0.7
0.7
0.6
0.5
0.4
0.4
0.4
0.4
0.3
0.3
0.3
0.3
0.3
70.4
No. of shares held
% of capital held
37,941
12,516
6,010
5,819
5,746
2,127
1,700
1,500
1,300
1,000
834
833
800
750
585
534
466
350
300
300
81,411
82,978
45.7
15.1
7.2
7.0
6.9
2.6
2.0
1.8
1.6
1.2
1.0
1.0
1.0
0.9
0.7
0.6
0.6
0.4
0.4
0.4
98.1
39
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 ordinary dividends and share issues
SINCE 1 JULY 2013
Date
Share issue/Dividend
Issue price/ Dividend rate
Franking %
18/09/2013
Cash dividend
20/03/2014
Cash dividend
17/09/2014
Cash dividend
19/03/2015
Cash dividend
21/09/2015
Cash dividend
21/03/2016
Cash dividend
26/09/2016
Cash dividend
26/09/2016
Cash dividend – special
20/03/2017
Cash Dividend
25/09/2017
Cash Dividend
20/03/2018
Cash Dividend
24/09/2018
Cash Dividend
25/03/2019
Cash Dividend
23/09/2019
Cash Dividend
23/09/2019
Cash Dividend – special
23/03/2020
Cash Dividend
21/09/2020
Cash Dividend
22/03/2021
Cash Dividend
20/09/2021
Cash Dividend
21/03/2022
Cash Dividend
19/09/2022
Cash Dividend
19/09/2022
Cash Dividend - special
20/03/2023
Cash Dividend
20/03/2023 Cash Dividend - special
18/09/2023
Cash Dividend
40
$0.58
$0.37
$0.63
$0.43
$0.65
$0.46
$0.68
$0.07
$0.48
$0.68
$0.51
$0.70
$0.55
$0.70
$0.08
$0.55
$0.56
$0.26
$0.41
$0.40
$0.44
$0.14
$0.40
$0.09
$0.60
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2023 Carlton Investments Limited
ABN 85 000 020 262
Level 15, 478 George Street, Sydney NSW 2000
Telephone: (02) 9373 6732. Email: info@carltoninvestments.com.au
Website: www.carltoninvestments.com.au