ANNUAL REPORT
2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
1
(A publicly listed company limited by shares, incorporated and domiciled in Australia)
ABN 85 000 020 262
CARLTON INVESTMENTS LIMITED
Financial Report
FOR THE YEAR ENDED 30 JUNE 2024
Directors
Alan G Rydge AM (Chairman)
Murray E Bleach
Greg J Robertson
Group Secretary
Andrew P Carter
Auditor
KPMG
Bank
National Australia Bank Limited
Registered Office
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
6 Hope Street,
Ermington NSW 2115
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 2024 Annual General Meeting will be held at:
The Screening Room, State Theatre Building,
49 Market Street, Sydney, NSW
at 10.00am on Wednesday 23rd October 2024.
Closing date for nominations
as a director
The closing time and date for receipt of nominations for election
as a director at the Annual General Meeting is 5.00pm
on Monday 2 September 2024.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
2
chairman’s report to shareholders
I present to you the Group’s consolidated results for the year
ended 30 June 2024.
Group’s operations and results
Profit for the year ended 30 June 2024 was $38,771,000
compared to $37,406,000 for the prior 2023 financial year, an
increase of $1,365,000 or 3.6%.
Dividends and distributions received totalled $40,408,000,
compared to the prior year’s dividends and distributions of
$38,398,000, an increase of $2,010,000 or 5.2%. The above
amounts included special dividends received of $769,000
and $4,087,000 respectively. Fully franked dividends of
$10,467,000 (2023: Ordinary $4,311,000 and Special
$3,694,000) were received by the Group from EVT during the
year ended 30 June 2024.
Interest income received totalled $1,170,000, compared
with the prior year’s interest of $747,000. This increase is
attributable to higher interest rates and an increase in the
weighted average term deposits during the year ended 30 June
2024. The weighted average term deposits held during the year
ended 30 June 2024 was $23,120,000 (2023 $19,411,000)
and the weighted average interest rate on term deposits
increased from 3.31% in the prior year to 4.67%.
Administration expenses were $924,000 compared to
$970,000 in the previous year. The management expense ratio
(MER) for the year ended 30 June 2024 was 0.09%, compared
to the prior year of 0.10%.
Earnings per ordinary share
Basic and diluted earnings were $1.465 per ordinary share for
the year to 30 June 2024 compared to $1.413 per share for
the 2023 financial year.
Dividends
On 20 August 2024 the directors declared a final fully franked
dividend of 63 cents per ordinary share, payable on 16
September 2024. The prior year final fully franked dividend was
60 cents per ordinary share, which was paid on 18 September
2023.
On 14 February 2024 the directors declared a fully franked
interim dividend of 41 per ordinary share, which was paid on 18
March 2024. The prior year interim fully franked dividend was
40 cents per ordinary share, together with a special dividend
of 9 cents per ordinary share, which was paid on 20 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.
Total ordinary share dividends paid and payable for year ended
30 June 2024, amount to $1.04 per share, being an increase of
4.0% on the prior year dividends paid.
A final preference share dividend of 7 cents per share fully
franked is also payable on 16 September 2024.
The Dividend Reinvestment Plan remains suspended.
Net tangible asset backing
The net tangible asset backing for each issued ordinary share
at 30 June 2024, 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
$39.71 (2023: $37.15). 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 $33.26 (2023: $31.19). The
relevant figures as at 31 July 2024 were $40.83 and $34.07
respectively.
Investments
The market value of the equity investment portfolio as at 30
June 2024 was $1,021,639,000 compared to $956,399,000 at
the prior year end. Short term cash holdings and term deposits
totalled $26,864,000 as at 30 June 2024 (2023: $24,073,000).
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 for cash during the year to 30 June
2024 totalled $14,041,000 (2023: $13,663,000).
Acquisitions above $400,000 during the year were:
Ampol
$2,019,000
Origin Energy
$2,010,000
IPH
$1,498,000
Telstra Group
$2,002,000
Endeavour Group
$1,004,000
ANZ Group Holdings
$1,003,000
Woodside Energy Group
$1,001,000
Sonic Healthcare
$1,000,000
Ramsay Health Care
$501,000
Amcor
$500,000
Incitec Pivot
$500,000
Brambles
$498,000
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
3
The Group also received shares as takeover consideration in
the following companies:
•
Newmont Corporation with a fair value at the time of
$99,000 in respect of its takeover of Newcrest Mining.
•
Seven Group Holdings with a fair value at the time of
$5,090,000 in respect of its takeover of Boral.
In the prior year, the Group also received Perpetual shares as
takeover consideration in respect of the Pendal Group. At the
time, these shares had a fair value of $283,000.
In addition to the above investment acquisitions, the Company
under its on-market buy-back, also bought-back 26,290 (2023:
nil) of its own shares for total consideration of $810,000 (2023:
$nil).
During the year to 30 June 2024 the Group disposed of
its investments in Blackmores, Boral, Estia Health, Link
Administration and United Malt Group. These disposals were
all as a result of takeovers. The consideration received for all
investment disposals during the year was $9,912,000, including
shares received as takeover consideration with a fair value of
$5,189,000. In the prior year, consideration received on all
investment disposals totalled $1,815,000, including shares with
a fair value of $283,000 received as takeover consideration. No
capital returns were received in the year ended 30 June 2024
(2023: $178,000).
For the year to 30 June 2024, there was a strong performance
from the Group’s holdings in the major banks, Wesfarmers,
Origin Energy, Boral and James Hardie, whilst the holdings in in
EVT, Woodside, Telstra and BHP all trailed the overall market.
We still consider that these companies have sound long term
prospects.
For the year, the fair value of the Group’s investment
portfolio increased by $55,922,000 or 5.8% (2023: decrease
of $4,852,000, or 0.5%), after adjusting for investment
acquisitions and disposals. The performance of the Group’s
portfolio was adversely impacted by a fall of 1% in the fair value
of the Group’s largest holding, EVT. Excluding the EVT holding,
the increase in the fair value of Group’s investment portfolio
was 9.9%. The S&P/ASX 200 Index increased during the year
to 30 June 2024 by 7.8% (2023: increase 9.7%).
On a total portfolio return basis (measured by the movement in
NTA per share assuming dividends are reinvested), the return
for the year was 9.4% (2023: 3.4%) compared with an increase
in the S&P ASX 200 Accumulation Index over the period of
12.1% (2023: increase 14.8%).
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 and likely developments
We anticipate the current elevated inflation and interest rates
to continue for a further six to 12 months and then begin to
moderate. There are also numerous domestic and global
uncertainties which are likely to impact on investment market
valuations and its volatility for the foreseeable future.
The Board continues to have confidence in the mix and quality
of the companies 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.
A G RYDGE AM
Chairman
20 August 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
4
Ordinary dividend
Special dividend
2015
CPS
FULLY FRANKED DIVIDENDS PER ORDINARY SHARE
0
20
40
60
80
100
120
140
2016
2017
2018
2019
2020
2021
108
114
7
116
121
125
111
67
2022
2023
84
8
2024
14
100
104
9
2015
%
DIVIDENDS PAID AS A PERCENTAGE OF NET PROFIT
2016
60.0
65.0
70.0
75.0
80.0
85.0
90.0
2017
2018
2019
76.4
76.6
77.4
76.9
77.3
2020
2021
77.1
84.4
2022
2023
76.9
77.1
2024
71.0
2015
$m
TEN YEAR SUMMARY OF NET PROFITS
37.42
2016
2017
41.81
39.67
2018
41.66
2019
2020
2021
45.53
50
45
40
35
30
25
20
15
10
5
0
38.12
21.03
2022
2023
33.76
37.41
2024
38.77
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
5
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 2024 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 44 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 40 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.
Company Secretary and Chief Financial Officer
Mr Peter W Horton was appointed Company Secretary and
Chief Financial Officer in October 2011 and retired in October
2023. 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.
Mr Andrew P Carter was appointed Company Secretary and
Chief Financial Officer in August 2023. He practiced as a
Chartered Accountant and partner in a mid-tier accounting
firm until his retirement in 2013. Since then he has acted in
Company Secretary / Chief Financial Officer / Consultant roles
with several significant private businesses.
Officers who were previously partners of the audit
firm
Mr Horton was an officer of the Company during the year and
was previously a partner of its current audit firm, KPMG, at a
time when the audit firm undertook an audit of the Company.
The most recent time that Mr Horton worked with KPMG was
more than 23 years ago.
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
6
Corporate Governance
For the year ended 30 June 2024, 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 2024 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 2024 Corporate Governance
Statement and Appendix 4G with the ASX. Companies
listed on the Australian Securities Exchange as 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 2024 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.
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 significantly affect the operations of the Group,
the results of those operations, or the state of affairs of the
Group, in subsequent financial years.
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
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:
11
4
1
No. of meetings attended:
Mr A G Rydge
11
4
1
Mr M E Bleach
11
4
1
Mr G J Robertson
11
4
1
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
7
Results and review of operations
The consolidated profit for the year attributable to the members
of Carlton Investments Limited was:
2024
2023
$000
$000
Operating revenue
41,578
39,145
Administration and finance costs
(936)
(982)
Profit before income tax expense
40,642
38,163
Income tax expense
(1,871)
(757)
Net profit for the year
38,771
37,406
The net profit for the year to 30 June 2024 increased from the
prior year by $1,365,000 or 3.6%.
Dividends and distributions income totalled $40,408,000,
compared to the prior financial year’s dividends and
distributions of $38,398,000, an increase of $2,010,000 or
5.2%. The above amounts included special dividends received
of $769,000 and $4,087,000 respectively. Fully franked
dividends totalling $10,467,000 (2023: Ordinary $4,311,000
and Special $3,694,000) were received from EVT during the
year to 30 June 2024.
Interest income totalled $1,170,000, compared to $747,000 in
the prior financial year. The weighted average interest rate for
term deposits increased from 3.31% in the prior year to 4.67%.
The weighted average funds on term deposit also increased by
$3,709,000 over the prior year.
Administration expenses were $924,000 compared to
$970,000 in the previous year. The management expense ratio
(MER) for the year ended 30 June 2024 was 0.09%, compared
to the prior year of 0.10%.
Equity investments purchased during the year to 30 June
2024 totalled $14,041,000 (2023: $13,663,000). The major
additions to the portfolio were Amcor, Ampol, ANZ Group
Holdings, Brambles, Endeavour Group, Incitec Pivot, IPH,
Origin Energy, Ramsay Healthcare, Sonic Healthcare, Telstra
Group and Woodside Energy Group. Also, during the year, the
Group received shares in Seven Group Holdings and Newmont
Corporation as takeover consideration. At the relevant time,
these shares had a total fair value of $5,189,000. In the prior
year, shares in Perpetual with a fair value of $283,000 were
received as takeover consideration. The Group continued to
invest in Australian listed entities that are 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 2024 are given in the
Chairman’s Report.
In addition to the above investment acquisitions, the Company
under its on-market buy-back, also bought-back 26,290 (2023:
nil) of its own shares for total consideration of $810,000 (2023:
$nil).
During the year to 30 June 2024 the Group disposed of
its investments in Blackmores, Boral, Estia Health, Link
Administration and United Malt Group. These disposals were
all as a result of takeovers. The consideration received for all
investment disposals during the year was $9,912,000, including
shares received as takeover consideration with a fair value of
$5,189,000. In the prior year, consideration received on all
investment disposals totalled $1,815,000, including shares with
a fair value of $283,000 received as takeover consideration. No
capital returns were received in the year ended 30 June 2024
(2023: $178,000).
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 2024, there was a strong
performance from the Group’s holdings in the major banks,
Wesfarmers, Origin Energy, Boral and James Hardie, whilst the
holdings in in EVT, Woodside, Telstra and BHP all trailed the
overall market. We still consider that these companies have
sound long term prospects.
For the year, the fair value of the Group’s investment
portfolio increased by $55,922,000 or 5.8% (2023: decrease
of $4,852,000, or 0.5%), after adjusting for investment
acquisitions and disposals. The performance of the Group’s
portfolio was adversely impacted by a fall of 1% in the fair value
of the Group’s largest holding, EVT. Excluding the EVT holding,
the increase in the fair value of the Group’s investment portfolio
was 9.9%. The S&P/ASX 200 Index increased during the year
to 30 June 2024 by 7.8% (2023: increase 9.7%).
On a total portfolio return basis (measured by the movement in
NTA per share assuming dividends are reinvested), the return
for the year was 9.4% (2023: 3.4%) compared with an increase
in the S&P ASX 200 Accumulation Index over the period of
12.1% (2023: increase 14.8%).
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
8
Dividends
•
Paid during the year in respect of the prior
financial year:
(i)
As proposed in last year’s report, a fully
franked final ordinary share dividend of
60 cents per share and amounting to
$15,885,000 was paid on 18 September
2023.
(ii)
As proposed in last year’s report, a fully
franked final preference share dividend of 7
cents per share and amounting to $6,000
was paid on 18 September 2023.
•
In respect of the current financial year:
$000
(iii)
An interim ordinary share fully franked
dividend of 41 cents per share was declared
and paid on 18 March 2024.
10,854
(iv)
A final ordinary dividend of 63 cents per
ordinary share in respect of the year ended
30 June 2024 has been declared. The
dividend will be fully franked.
16,663
Total ordinary share dividends paid or payable in
respect of the year ended 30 June 2024
27,517
(v)
An interim preference share dividend of 7
cents per share, fully franked, was paid on
18 March 2024.
6
(vi)
A final preference share dividend of 7 cents
per share, fully franked, has been declared.
The dividend will be fully franked.
6
Total dividends paid or payable in respect of the
year ended 30 June 2024
27,529
In the financial statements preference share dividends are
recorded as a finance cost, refer note 3-4 to the financial
statements.
Outlook, likely developments and business
risks
We anticipate the current elevated inflation and interest rates
to continue for a further six to 12 months and then begin to
moderate. There are also numerous domestic and global
uncertainties which are likely to impact on investment market
valuations and its volatility for the foreseeable future.
The Group’s material business risks are dependent on the
performance of the companies and securities in which it
invests. Their performance in turn depends on many economic
factors. These include economic growth rates, inflation, interest
rates, exchange rates and taxation levels. There are also
industry and company-specific issues such as management
competence, capital strength, industry economics and
competitive behaviour and their approach to, and management
of, material Environmental, Social and Governance (ESG) risks.
The Board continues to have confidence in the mix and quality
of the companies 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 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
9
Remuneration Report - Audited
The Company has a Board of three 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
Leave
entitlements
movements
Total
Directors
$
$
$
$
Mr A G Rydge
2024
95,045
10,455
-
105,500
2023
92,760
9,740
-
102,500
Mr M E Bleach
2024
83,784
9,216
-
93,000
2023
81,448
8,552
-
90,000
Mr G J Robertson
2024
78,000
15,000
-
93,000
2023
75,000
15,000
-
90,000
Total
2024
256,829
34,671
-
291,500
Total
2023
249,208
33,292
-
282,500
Company Secretary/Chief Financial Officer
Mr A P Carter
2024
123,874
13,626
4,716
142,216
Mr P W Horton
2024
109,478
7,677
(55,563)
61,592
2023
179,500
27,500
(2,338)
204,662
Total
2024
233,352
21,303
(50,847)
203,808
Total
2023
179,500
27,500
(2,338)
204,662
The table below sets out the Group’s performance indices in respect of the current year and the previous four years.
2024
2023
2022
2021
2020
Net profit for year ($000)
38,771
37,406
33,757
21,029
38,115
Dividends cents per ordinary share#
104
109^
98*
67
111
Net tangible asset backing before
capital gains tax at 30 June
$39.71
$37.15
$36.99
$38.53
$28.50
Share price at 30 June
$29.65
$28.11
$28.35
$30.01
$22.97
Management Expense Ratio
0.09%
0.10%
0.09%
0.10%
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
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
10
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
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:
Held at
Change during year
Held at
1 July 2023
1 July 2022
2024
2023
30 June 2024
30 June 2023
Mr A G Rydge
16,084,540
16,084,540
-
-
16,084,540
16,084,540
Mr M E Bleach
6,120
6,120
-
-
6,120
6,120
Mr G J Robertson
3,500
-
-
3,500
3,500
3,500
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 50.48% 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
2024
2023
2024
2023
2024
2023
Mr A G Rydge
1,214,360
1,214,360
14,852,116
14,852,116
16,066,476
16,066,476
Mr M E Bleach
-
-
6,120
6,120
6,120
6,120
Mr G J Robertson
-
-
3,500
3,500
3,500
3,500
None of the directors or entities in which the directors have a beneficial interest in preference shares. Mr Rydge has a non-beneficial
interest in 37,941 (2023: 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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
11
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 within an
appropriate threshold to maintain auditor independence.
2024
$
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
72,419
Services other than statutory audit
- Taxation compliance services
47,735
120,154
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 20 August 2024.
A G RYDGE AM
Director
M E BLEACH
Director
directors’ report
FOR THE YEAR ENDED 30 JUNE 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
12
consolidated income statement
FOR THE YEAR ENDED 30 JUNE 2024
Note
2024
$000
2023
$000
Dividends and distributions received
2-3
40,408
38,398
Interest income
1,170
747
Operating revenue
41,578
39,145
Administration expenses
2-4
(924)
(970)
Finance costs
3-4
(12)
(12)
Profit before income tax expense
40,642
38,163
Income tax expense
2-5
(1,871)
(757)
Profit for the year
38,771
37,406
Basic and diluted earnings per ordinary share
2-1
$1.465
$1.413
The consolidated income statement is to be read in conjunction with the notes to the financial statements set out on pages 17 to
32.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
13
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.
consolidated statement of comprehensive income
FOR THE YEAR ENDED 30 JUNE 2024
2024
$000
2023
$000
Net profit for the year
38,771
37,406
Other comprehensive income
Items that will not be reclassified to the income statement in the future:
Increase/(decrease) in fair value of investments
55,922
(4,852)
(Increase)/decrease in deferred tax liability relating to change in fair value of investments
(13,266)
2,362
Total other comprehensive income/(loss)
42,656
(2,490)
Total comprehensive income/(loss) for the year
81,427
34,916
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
14
consolidated statement of financial position
AS AT 30 JUNE 2024
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.
Note
2024
$000
2023
$000
CURRENT ASSETS
Cash
6-1
2,864
3,073
Receivables
3-2
3,599
3,610
Investments - term deposits
3-1
24,000
21,000
TOTAL CURRENT ASSETS
30,463
27,683
NON-CURRENT ASSETS
Investments - equities
3-1
1,021,639
956,399
Deferred tax assets
2-5
31
32
TOTAL NON-CURRENT ASSETS
1,021,670
956,431
TOTAL ASSETS
1,052,133
984,114
CURRENT LIABILITIES
Payables
3-3
101
157
Current tax liabilities
2-5
606
284
TOTAL CURRENT LIABILITIES
707
441
NON-CURRENT LIABILITIES
Deferred tax liabilities
2-5
171,531
157,656
Other financial liabilities
3-4
166
166
TOTAL NON-CURRENT LIABILITIES
171,697
157,822
TOTAL LIABILITIES
172,404
158,263
NET ASSETS
879,729
825,851
EQUITY
Share capital
4-1
19,336
20,146
Revaluation reserve
4-1
458,799
416,143
Retained profits
401,594
389,562
TOTAL EQUITY
879,729
825,851
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
15
Year to 30 June 2024
Share
capital
$000
Revaluation
reserve
$000
Retained
earnings
$000
Total
equity
$000
Balance as at 1 July 2023
20,146
416,143
389,562
825,851
Dividends paid
-
-
(26,739)
(26,739)
On-market buy-back – consideration paid
(790)
-
-
(790)
On-market buy-back – associated costs
(20)
-
-
(20)
19,336
416,143
362,823
798,302
Profit for the year
-
-
38,771
38,771
Other comprehensive income:
Increase in fair value of investments
-
55,922
-
55,922
(Increase) in deferred tax liability relating to
change in fair value of investments
-
(13,266)
-
(13,266)
Other comprehensive income
-
42,656
-
42,656
Total comprehensive income/(loss)
-
42,656
38,771
81,427
Balance as at 30 June 2024
19,336
458,799
401,594
879,729
Year to 30 June 2023
Share
capital
$000
Revaluation
reserve
$000
Retained
earnings
$000
Total
equity
$000
Balance as at 1 July 2022
20,146
418,633
380,484
819,263
Dividends paid
-
-
(28,328)
(28,328)
20,146
418,633
352,156
790,935
Profit for the year
-
-
37,406
37,406
Other comprehensive income:
(Decrease) in fair value of investments
-
(4,852)
-
(4,852)
Decrease in deferred tax liability relating to
change in fair value of investments
-
2,362
-
2,362
Other comprehensive income
-
(2,490)
-
(2,490)
Total comprehensive income/(loss)
-
(2,490)
37,406
34,916
Balance as at 30 June 2023
20,146
416,143
389,562
825,851
consolidated statement of changes in equity
FOR THE YEAR ENDED 30 JUNE 2024
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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
16
consolidated statement of cash flows
FOR THE YEAR ENDED 30 JUNE 2024
Note
2024
$000
2023
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Dividends and distributions received
40,330
38,197
Interest received
1,258
577
Other receipts
1
-
Cash paid for operating expenses
(981)
(965)
Income tax paid
(938)
(923)
NET CASH PROVIDED BY OPERATING ACTIVITIES
6-1
39,670
36,886
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from capital returns and disposal of investments
4,723
1,710
Payments for acquisition of investments
(14,041)
(13,663)
Term deposits increase
(3,000)
(6,000)
NET CASH (USED IN) INVESTING ACTIVITIES
(12,318)
(17,953)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
(26,739)
(28,328)
Finance costs
(12)
(12)
Payment for shares bought back
(790)
-
Costs associated with shares bought back
(20)
-
NET CASH (USED IN) FINANCING ACTIVITIES
(27,561)
(28,340)
Net (decrease) in cash held
(209)
(9,407)
CASH AT BEGINNING OF FINANCIAL YEAR
3,073
12,480
CASH AT END OF FINANCIAL YEAR
6-1
2,864
3,073
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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
17
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
SECTION 1 – BASIS OF PREPARATION
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 2024 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 20 August 2024.
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 fair 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 material accounting policies
The accounting policies adopted by the Group are consistent
with those adopted during the previous corresponding financial
year, except:
The Group adopted Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS Practice Statement 2) from 1
January 2023.
The amendments require the disclosure of ‘material’, rather
than ‘significant’, accounting policies. The amendments also
provide guidance on the application of materiality to disclosure
of accounting policies, assisting entities to provide useful,
entity-specific accounting policy information that users need to
understand other information in the financial statements.
Management reviewed the accounting policies, noting the
amendments did not result in any changes to the accounting
policies themselves or the accounting policy information
disclosed in the financial statements.
(e) New and Revised Accounting Standards
A number of new accounting standards and interpretations
became mandatory for the current financial year ended 30 June
2024. 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
material effect on the consolidated financial statements of the
Group when they are adopted.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
18
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
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.
2024
2023
Basic and diluted earnings per ordinary share
$1.465
$1.413
Reconciliation of earnings used in the calculation of earnings per share:
$000
$000
Profit as per the consolidated statement of profit
38,771
37,406
Number
Number
Weighted average number of ordinary shares used in the calculation of basic and diluted
earnings per share
26,472,338
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
2024
$000
2023
$000
Dividends and distributions received
Dividends and distributions received from listed entities:
Dividends – ordinary
38,978
33,376
Dividends – special
769
4,087
Distributions from trusts
661
935
40,408
38,398
Dividends and distributions from:
Investments held at year end
39,972
38,395
Investments disposed of during the year
436
3
40,408
38,398
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
19
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
2-4 Administration expenses
Note
2024
$000
2023
$000
Directors’ fees and employee remuneration
565
651
Auditor’s remuneration
6-5
120
82
Rent and office service charges
26
26
Other administration costs
213
211
924
970
2-5 Income tax
Accounting policy
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 in 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.
2024
$000
2023
$000
Income tax expense
Prima facie income tax expense calculated at 30% (2023: 30%) on operating profit
12,193
11,449
Increase (decrease) in income tax expense due to:
Imputation gross up on dividends received
4,305
4,384
Franking credits on dividends received
(15,031)
(14,615)
Timing differences on recognition of investment income
-
(172)
Differences attributed to different tax rates
436
-
Over provision of prior year deferred tax
(22)
(58)
Over provision of prior year income tax
(14)
(50)
Other adjustments
4
(181)
Income tax expense
1,871
757
Income tax expense in the statement of profit or loss comprises:
Current income tax expense
1,028
865
Deferred tax from origination and reversal of timing differences
857
(58)
Over provision of prior year income tax
(14)
(50)
1,871
757
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
20
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
2-5 Income tax (continued)
2024
$000
2023
$000
Current tax liability
Balance at beginning of year
284
204
Income tax paid
(938)
(923)
Current year’s income tax provision
1,056
930
Capital gains tax provision for realised gain in year
205
123
Over provision of prior year income tax
(1)
(50)
Balance at end of year
606
284
Deferred tax liability
Balance at beginning of year
157,656
160,263
Increase/(decrease) in deferred tax liability on change in market value of investments
recognised directly in equity
13,266
(2,362)
Capital gains tax payable taken to current tax liability
(205)
(123)
Differences attributed to different tax rates
843
-
Origination and reversal of timing differences
(29)
(122)
Balance at end of year
171,531
157,656
Represented by:
Capital gains tax on unrealised investment gains
170,631
157,571
Differences attributed to different tax rates
843
-
Timing differences on recognition of investment income
57
85
171,531
157,656
Deferred tax asset
Balance at beginning of year
32
31
Under provision of prior year income tax
14
-
Origination and reversal of timing differences
(15)
1
Balance at end of year
31
32
Represented by:
Timing differences for accruals and prepayments
31
32
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
21
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
SECTION 3 – ASSETS AND LIABILITIES
3-1 Investments
Note
2024
$000
2023
$000
Current
Term deposits
24,000
21,000
Term deposits are carried at cost. They have been placed with major financial institutions and at 30 June 2024 had remaining
maturity periods of 19 to 60 days (2023: 19 to 75 days) at interest rates of 4.34% to 5.08% (2023: 4.36% to 4.70%). The weighted
average effective interest rate on term deposits for the year ended 30 June 2024 was 4.67% (2023: 3.31%). 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
1,021,639
956,399
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 Fair Value Measurement. Level 1 assets to the value of $2,983,000 were subject to a binding offer
as part of Scheme of Arrangements (SOA). The binding offer price has been used to determine fair value at balance date, with
the SOA completion occurring in July 2024. 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, objective of profit from their sale.
During the year to 30 June 2024 investments were acquired by the Group for consideration of $14,041,000 (2023: $13,663,000).
Also, during the year, the Group received shares in the Seven Group Holdings and Newmont Corporation as takeover consideration.
At the relevant time, these shares had a total fair value of $5,189,000. In the prior year, shares in Perpetual with a fair value of
$283,000 were received as takeover consideration.
Consideration received for all investment disposals during the year was $9,912,000, including shares received as takeover
consideration with a fair value of $5,189,000. In the prior year, consideration received on all investment disposals totalled
$1,815,000, including shares with a fair value of $283,000 received as takeover consideration. No capital returns were received in
the year ended 30 June 2024 (2023: $178,000).
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
2024
%
2023
%
2024
$000
2023
$000
2024
$000
2023
$000
EVT Limited
Entertainment,
hospitality, tourism
and leisure
19.0
19.1
357,741
361,436
10,467
8,005
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
22
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
3-2 Receivables
2024
$000
2023
$000
Current
Dividends and interest receivable
3,599
3,610
Timing of recognition of receivables is disclosed in note 2-2.
3-3 Payables
Current
Other creditors and accruals
101
157
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
166
166
82,978 (2023: 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 18 September 2023)
6
6
Interim dividend (7 cents per preference share paid on 18 March 2024)
6
6
12
12
Dividends paid were franked at a tax rate of 30%.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
23
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
SECTION 4 – SHARE CAPITAL, RESERVES AND DIVIDENDS PAID
4-1 Share capital and reserves
2024
$000
2023
$000
Issued and paid up capital
26,448,385 (2023: 26,474,675) ordinary shares fully paid
19,336
20,146
Movements in ordinary share capital
Balance at the beginning of the financial year
20,146
20,146
On-market buy-back – consideration paid
(790)
-
On-market buy-back – associated costs
(20)
-
Balance at the end of the financial year
19,336
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 2024. During the year ended 30 June 2024, 26,290 shares were bought-
back for a total cost of $810,000 (2023: $Nil). At 30 June 2024 the cumulative number of shares bought back since 14 November
2001 is 832,902 at a total cost of $11,510,000.
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
458,799
416,143
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
Cents
per share
Total amount
$000
Franked/
unfranked
Date of payment
2023
Final – ordinary share
60.0
15,885
Franked
18 September 2023
2024
Interim– ordinary share
41.0
10,854
Franked
18 March 2024
Total
26,739
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
63.0
16,663
Franked
16 September 2024
The financial effect of the final dividend has not been brought to account in the financial statements for the year ended 30 June
2024 and will be recognised in subsequent financial reports.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
24
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
4-2 Dividends (continued)
2024
$000
2023
$000
Dividend franking account
30% franking credits available to shareholders of Carlton Investments Limited for
subsequent financial years
76,219
74,811
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 2024 totalling $9,082,000
(2023: $5,966,000).
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
$7,141,000 (2023: $6,810,000).
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 Group’s investments. 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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
25
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
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 will affect the fair value of Group’s holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst
optimising the return.
As the Group invests in equities listed on the Australian Securities Exchange, there will always be a market risk as the market price
of these equities will always fluctuate.
Equity investments represent 97.1% of the Group’s total assets at 30 June 2024 (2023: 97.2%). A general fall in market prices of
5% or 10%, if spread equally over all assets in the investment portfolio at 30 June 2024, would lead to a reduction in Group’s equity
of $38,113,000 and $76,967,000 respectively, at a tax rate 30%, (2023: $35,618,000 and $71,742,000).
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 if there was to be a downturn 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 industry sectors so as to reduce the market risk of a major fall
in a particular sector. Details of the investments held and the relevant industry 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 six 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:
2024
$000
2023
$000
Cash
2,864
3,073
(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
38,771
37,406
Finance costs
12
12
Net cash provided by operating activities before changes in assets and liabilities
38,783
37,418
Increase/(decrease) in current tax payable
240
(44)
Increase/(decrease) in deferred income tax
693
(121)
(Decrease)/increase in other creditors and provisions
(56)
5
Decrease/(increase) in receivables
10
(372)
Net cash provided by operating activities
39,670
36,886
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
26
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
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:
2024
$
2023
$
Short-term employee benefits
439,334
461,869
Post-employment benefits
55,974
113,643
495,308
575,512
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 2024.
(b) Other related party transactions in respect of the Company
Investments in controlled entities
Class of Share
Interest Held
2024
%
2023
%
Controlled Entities
Carlton Hotel Limited
Preference
100
100
Carlton Hotel Limited
Ordinary
100
100
Eneber Investment Company Limited
Ordinary
100
100
The Manly Hotels Pty Limited
Ordinary
100
100
Amounts receivable from controlled entities
The Company
2024
$000
2023
$000
Inter-Company loans receivable
Non-Current
260,425
257,717
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 $26,410 (2023: $25,522) are paid to entities which are 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.
Management fees
The Company provided accounting, administrative and other services during the year to its controlled entities for a management fee
of $1,001,000 (2023: $1,066,000). 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
are eliminated on group consolidation.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
27
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-2 Related Parties (continued)
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 21 (2023: 14). The total brokerage paid on
these transactions was $41,498 (2023: $36,854).
6-5 Auditor’s remuneration
2024
$
2023
$
Amounts paid or due and payable for:
Audit services: KPMG
Audit and review of financial reports
72,419
68,626
Other services: KPMG
Taxation services - Compliance
47,735
13,420
120,154
82,046
6-6 Parent entity disclosures
As at, and throughout, the financial year ended 30 June 2024 the immediate parent entity of the Group was Carlton Investments
Limited.
2024
2023
$000
$000
Result of Parent Entity
Profit for the year
30,122
36,336
Other comprehensive income
-
-
Total comprehensive income for the year
30,122
36,336
Financial position of parent entity at year end
Current assets
2,846
3,074
Total assets
268,776
266,297
Current liabilities
136
219
Total liabilities
302
384
Net assets
268,474
265,913
Total equity of parent entity comprising of:
Share capital
19,336
20,146
Retained profits
249,138
245,767
Total equity
268,474
265,913
The parent entity has no contingent liabilities or capital commitments. Details of guarantees entered into by the parent entity in
relation to debts of its subsidiaries are detailed in note 6-8.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
28
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-7 Operating segments
The Group has assessed that it has 1 reportable segment based on the financial information which is reviewed by the Board. The
disclosures made in the financial statements therefore equally apply to those of the reportable segment. The reportable segment
operates only in Australia investing predominantly in Australian listed securities, with no material revenue or assets attributed to
foreign countries.
The reportable segment has revenue from transactions with single external parties, being dividends received which represents more
than 10% of Group revenue. These are disclosed in Note 3-1.
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 2024, are set out on pages 13, 14 and 15 of the financial statements.
6-9 Events subsequent to reporting date
For final dividends declared after 30 June 2024 refer note 4-2.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
29
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-10 Investments in listed equities valued at fair value through other comprehensive
income
2024
2023
SECTOR
No of shares
or units
$000
% No of shares or
units
$000
%
CONSUMER DISCRETIONARY
Media
EVT Limited
30,786,687
357,741
30,786,687
361,436
Seven West Media Limited
1,040,000
192
1,040,000
390
Nine Entertainment Co Holdings Limited
72,540
102
72,540
142
ARN Media Limited
41,027
26
41,027
43
NZME Limited
29,630
26
29,630
26
358,087
35.05
362,037
37.85
Consumer Services
The Lottery Corporation Limited
776,541
3,937
776,541
3,984
Tabcorp Holdings Limited
776,541
544
776,541
862
G8 Education Limited
361,000
428
361,000
375
The Star Entertainment Group Limited
590,400
289
590,400
682
Coast Entertainment Holdings Limited
386,224
178
386,224
174
5,376
0.53
6,077
0.64
363,463
35.58
368,114
38.49
FINANCIALS
Banks
National Australia Bank Limited
2,201,067
79,745
2,201,067
58,042
Commonwealth Bank of Australia
573,183
73,012
573,183
57,473
Westpac Banking Corporation
1,784,093
48,581
1,784,093
38,073
ANZ Group Holdings Limited
1,153,052
32,562
1,113,252
26,395
Bendigo and Adelaide Bank Limited
1,117,147
12,836
1,117,147
9,596
Bank of Queensland Limited
2,129,338
12,371
2,129,338
11,690
Virgin Money UK plc
549,206
2,235
549,206
1,565
261,342
25.58
202,834
21.21
Capital Markets
Perpetual Limited
435,588
9,282
0.90
435,588
11,273
1.18
Multi-Sector Holdings
Gowing Bros Limited
4,701,144
10,531
1.03
4,701,144
12,082
1.26
Insurance
Suncorp Group Limited
194,459
3,386
194,459
2,623
Medibank Private Limited
185,000
690
185,000
651
AMP Limited
170,000
186
170,000
192
4,262
0.42
3,466
0.36
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
30
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-10 Investments in listed equities valued at fair value through other comprehensive
income (continued)
2024
2023
SECTOR
No of shares
or units
$000
% No of shares or
units
$000
%
Diversified Financial Services
Macquarie Group Limited
30,061
6,153
30,061
5,339
Washington H Soul Pattinson & Company Limited
111,605
3,663
111,605
3,547
ASX Limited
55,916
3,355
55,916
3,523
Australian United Investments Limited
210,938
2,200
210,938
2,065
WAM Capital Limited
1,322,000
1,890
1,322,000
1,976
Australian Foundation Investment Company
Limited
245,167
1,753
245,167
1,733
Challenger Limited
60,451
424
60,451
392
Argo Investments Limited
18,118
157
18,118
159
19,595
1.92
18,734
1.96
Real Estate Management & Development
Lendlease Group
498,039
2,694
498,039
3,860
PEXA Group Limited
27,526
380
27,526
375
3,074
0.30
4,235
0.44
Real Estate Investment Trusts (REITS)
Mirvac Group
426,575
798
426,575
964
Cromwell Property Group
1,302,253
508
1,302,253
697
Stockland
96,053
400
96,053
387
1,706
0.17
2,048
0.22
309,792
30.32
254,672
26.63
MATERIALS
Diversified Metals & Mining
BHP Group Limited
948,196
40,469
948,196
42,659
Fortescue Limited
938,000
20,083
938,000
20,805
Rio Tinto Limited
160,860
19,142
160,860
18,449
South32 Limited
2,309,446
8,453
2,309,446
8,683
Deterra Royalties Limited
502,308
2,004
502,308
2,312
Iluka Resources Limited
164,057
1,075
164,057
1,823
Sierra Rutile Holdings Limited
164,057
22
164,057
41
91,248
8.93
94,772
9.91
Steel
Bluescope Steel Limited
471,711
9,637
471,711
9,694
Sims Limited
100,000
1,030
100,000
1,575
10,667
1.04
11,269
1.18
Gold
Newcrest Mining Limited
-
-
8,508
225
Newmont Corporation
3,404
216
-
-
216
0.02
225
0.02
Chemicals
Orica Limited
543,658
9,715
541,764
8,034
Incitec Pivot Limited
187,000
542
-
-
10,257
1.00
8,034
0.84
Construction Materials
James Hardie Industries plc
625,362
29,580
625,362
24,858
CSR Limited
235,000
2,087
235,000
1,220
Adbri Limited
280,000
896
280,000
669
Fletcher Building Limited
298,415
803
298,415
1,492
Boral Limited
-
-
1,163,826
4,690
33,366
3.27
32,929
3.44
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
31
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-10 Investments in listed equities valued at fair value through other comprehensive
income (continued)
2024
2023
SECTOR
No of shares
or units
$000
% No of shares or
units
$000
%
Containers & Packaging
Amcor plc
886,633
13,202
853,133
12,678
Orora Limited
1,258,507
2,479
1,258,507
4,140
15,681
1.54
16,818
1.76
161,435
15.80
164,047
17.15
CONSUMER STAPLES
Food, Beverage & Tobacco
Treasury Wine Estates Limited
274,795
3,418
274,795
3,086
Inghams Group Limited
280,000
1,014
280,000
734
Graincorp Limited
112,000
993
112,000
877
Elders Limited
84,000
685
84,000
553
United Malt Group Limited
-
-
112,000
493
6,110
0.60
5,743
0.60
Discretionary, Distribution & Retail
Wesfarmers Limited
609,410
39,721
609,410
30,068
Coles Group Limited
609,410
10,378
609,410
11,225
Woolworths Limited
173,000
5,846
173,000
6,873
Endeavour Group Limited
345,000
1,742
144,000
909
JB Hi-Fi Limited
22,500
1,377
22,500
984
59,064
5.78
50,059
5.23
Household & Personal Products
Blackmores Limited
-
-
-
17,000
1,602
0.17
65,174
6.38
57,404
6.00
ENERGY
Oil, Gas & Consumable Fuels
Origin Energy Limited
1,355,989
14,726
1,139,489
9,583
Woodside Energy Group Limited
493,383
13,918
459,183
15,814
Santos Limited
1,732,352
13,270
1,732,352
13,027
Ampol Limited
155,500
5,029
100,000
2,994
46,943
4.60
41,418
4.33
UTILITIES
Gas Utilities
APA Group
967,085
7,727
0.75
959,991
9,302
0.97
Multi-Utilities
AGL Energy Limited
1,627,757
17,629
1.73
1,627,757
17,596
1.84
25,356
2.48
26,898
2.81
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
32
notes to the consolidated financial statements
FOR THE YEAR ENDED 30 JUNE 2024
6-10 Investments in listed equities valued at fair value through other comprehensive
income (continued)
2024
2023
SECTOR
No of shares
or units
$000
% No of shares or
units
$000
%
INFORMATION TECHNOLOGY
Software & Services
NextDC Limited
67,502
1,190
50,626
637
Computershare Limited
22,273
587
22,273
521
Link Administration Holdings Limited
-
-
207,000
346
Domain Holdings Australia Limited
20,000
61
20,000
76
1,838
0.18
1,580
0.17
TELECOMMUNICATION SERVICES
Telecommunication Services
Telstra Group Limited
5,116,600
18,522
1.81
4,583,600
19,709
2.06
INDUSTRIALS
Capital Goods
Seven Group Holdings Limited
229,883
8,662
0.85
100,000
2,465
0.26
Commercial & Professional Services
IPH Limited
443,500
2,781
222,500
1,742
Brambles Limited
78,758
1,144
45,758
659
Left Field Printing Group Limited
9,072
1
9,072
1
3,926
0.38
2,402
0.25
Transportation
Transurban Group
235,595
2,921
235,595
3,357
Atlas Arteria
131,776
673
131,776
818
3,594
0.35
4,175
0.44
16,182
1.58
9,042
0.95
HEALTH CARE
Health Care Equipment & Services
Ansell Limited
224,191
5,952
222,854
5,957
Sonic Healthcare Limited
144,970
3,813
113,370
4,033
Ramsay Health Care Limited
24,480
1,162
14,500
816
Resmed Inc
31,000
902
31,000
1,017
Healius Limited
408,037
612
303,945
967
Regis Healthcare Limited
113,000
493
113,000
251
Estia Health Limited
-
-
160,000
474
12,934
1.27
13,515
1.41
TOTAL
1,021,639 100.00
956,399 100.00
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
33
Name of Entity
Body
corporate,
partnership or
trust
Trustee,
partner or
participant
in JV
Place
incorporated /
formed
% of share
capital held
Australian
resident
or foreign
resident
Foreign
jurisdiction(s)
of foreign
resident
Carlton Investments
Limited
Body Corporate
N/a
Australia
N/a
Australian
N/a
Carlton Hotel Limited
Body Corporate
N/a
Australia
100%
Australian
N/a
Eneber Investment
Company Limited
Body Corporate
N/a
Australia
100%
Australian
N/a
The Manly Hotels Pty
Limited
Body Corporate
N/a
Australia
100%
Australian
N/a
Basis of Preparation – Key Assumptions
Determination of Tax Residency
Section 295 (3A) of the Corporation Acts 2001 requires 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 judgment 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
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of
Taxation’s public guidance in Tax Ruling TR 2018/5.
consolidated entity disclosure statement
AS AT 30 JUNE 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
34
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 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 30 June 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) the consolidated entity disclosure statement as at 30 June 2024 on page 33 is true and correct.
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
2. 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.
3. 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 2024.
4. 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
Dated at Sydney 20 August 2024
M E BLEACH
Director
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
35
Independent Auditor’s Report
To the shareholders of Carlton Investments Limited
Opinion
Report on the audit of the Financial Report
Basis for opinion
We have audited the Financial Report of Carlton Investments
Limited (the Company).
In our opinion, the accompanying Financial Report of the
Company giving a true and fair view of the Group’s financial
position as at 30 June 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 30 June
2024;
•
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;
•
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June 2024;
•
Notes including material accounting 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.
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 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.
Key Audit Matters
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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
36
Valuation of listed equity investments ($1,021,639,000)
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 97% 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 rights to and existence of investments,
being the ownership and quantity held, by performing
external independent confirmation with share registries or
obtaining external independent share registry electronic
records as at 30 June 2024;
•
We checked the valuation of investments, as recorded
in the general ledger, to externally quoted market prices
from relevant stock exchanges on the 30 June 2024;
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 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 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; 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.
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
37
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 2024,
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 2024.
Our responsibility is to express an opinion on the Remuneration
Report, based on our audit conducted in accordance with
Australian Auditing Standards.
David Kells
Partner
Sydney, Australia
20 August 2024
KPMG
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
38
KPMG
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 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, 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.
David Kells
Partner
Sydney, Australia
20 August 2024
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
39
DETAILS OF SHAREHOLDINGS
AS AT 20 AUGUST 2024
securities exchange requirements
FOR THE YEAR ENDED 30 JUNE 2024
SHAREHOLDERS
SHAREHOLDERS
(Ordinary Shares)
(7% Cumulative Preference Shares)
VOTING RIGHTS:
VOTING RIGHTS:
1 Vote for each Ordinary Shareholder
Restricted - Subject to Article 9
POLL: One vote for each fully paid ordinary share held
SUBSTANTIAL SHAREHOLDERS - ORDINARY SHARES
Enbeear Pty Limited
16,066,476*
* Includes associates’ holdings
SUBSTANTIAL SHAREHOLDERS - PREFERENCE SHARES
Event Hospitality & Entertainment Limited
37,941
DISTRIBUTION OF SHAREHOLDERS
Category
Ordinary
No. of Shareholders
No. of Shares
1 – 1,000
1,028
366,478
1,001 – 5,000
961
2,174,738
5,001 – 10,000
193
1,308,850
10,001 – 100,000
184
4,420,751
100,001 & Over
13
18,177,568
2,379
26,448,385
Number of Ordinary Shareholders holding less than a marketable parcel
111
Category
Preference
No. of Shareholders
No. of Shares
1 – 1,000
30
8,319
1,001 – 5,000
4
6,627
5,001 – 10,000
3
17,575
10,001 & Over
2
50,457
39
82,978
Number of Preference Shareholders holding less than a marketable parcel
18
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
40
DETAILS OF SHAREHOLDINGS (continued)
AS AT 20 AUGUST 2024
securities exchange requirements
FOR THE YEAR ENDED 30 JUNE 2024
TWENTY LARGEST ORDINARY SHAREHOLDERS
No. of shares held
% of capital held
1
Enbeear Pty Limited
13,351,639
50.48
2
Alphoeb Pty Limited
1,415,231
5.35
3
Alan Graham Rydge
1,214,360
4.59
4
Washington H Soul Pattinson and Company Limited
462,988
1.75
5
T N Phillips Investments Pty Ltd
245,000
0.93
6
Somoke Pty Limited
226,956
0.86
7
Ravenscourt Proprietary Limited
210,067
0.79
8
Citicorp Nominees Pty Limited
206,477
0.78
9
Gowing Bros Limited
206,224
0.78
10
Charles & Cornelia Goode Foundation Pty Ltd
190,000
0.72
11
Marlen Pty Ltd
176,785
0.67
12
A J Dixon Pty Ltd
169,841
0.64
13
Mr John Nash Phillips
102,000
0.39
14
ACN 009 757 948 Pty Ltd
98,134
0.37
15
Decerna Pty Ltd
97,247
0.37
16
Dr Mark Bofinger
96,863
0.37
17
Mr Robert Saunderson Hamilton
96,523
0.36
18
Mr Geoffrey Edmund Heeley
93,677
0.35
19
Govett Investments Pty Ltd
89,546
0.34
20
Aygeear Pty Limited
85,246
0.32
Issued Ordinary Shares
18,834,804
71.21
Total Remaining Holders Balance
7,613,581
28.79
TWENTY LARGEST PREFERENCE SHAREHOLDERS
No. of shares held
% of capital held
1
Event Hospitality and Entertainment Ltd
37,941
45.72
2
Mr Ian Morton + Mrs Deborah Morton
12,516
15.08
3
Wilcorp No 41 Pty Limited
6,010
7.24
4
Mr Alexander James Green
5,819
7.01
5
Winpar Holdings Limited
5,746
6.92
6
Mr William Robert Cameron
2,127
2.56
7
Seven Bob Investments Pty Ltd
1,700
2.05
8
Mr Douglas Robert Graham Neild
1,500
1.81
9
Mr Andrew Douglas Cameron
1,300
1.57
10
Dr Gordon Bradley Elkington
1,000
1.21
11
Ms Ann Heather Turner
834
1.01
12
Ms Judith Margaret Fitzharris
833
1.00
13
Mr George Thomas Hallworth
800
0.96
14
Ms Katherine Victoria May Cameron
750
0.90
15
Mrs Milly Elkington
585
0.71
16
Doreen Elizabeth Crawley
534
0.64
17
Mrs Nicole Lucette Lukins
466
0.56
18
Jml Holding Company Pty Ltd
350
0.42
19
Mr John Edward Gowing
300
0.36
20
Mr Ian Edward Morton
300
0.36
Issued Preference Shares
81,411
98.11
Total Remaining Holders Balance
1,567
1.89
CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2024
41
Date
Share issue/Dividend
Issue price/ Dividend rate
Franking %
17/09/2014
Cash dividend
$0.63
100
19/03/2015
Cash dividend
$0.43
100
21/09/2015
Cash dividend
$0.65
100
21/03/2016
Cash dividend
$0.46
100
26/09/2016
Cash dividend
$0.68
100
26/09/2016
Cash dividend – special
$0.07
100
20/03/2017
Cash Dividend
$0.48
100
25/09/2017
Cash Dividend
$0.68
100
20/03/2018
Cash Dividend
$0.51
100
24/09/2018
Cash Dividend
$0.70
100
25/03/2019
Cash Dividend
$0.55
100
23/09/2019
Cash Dividend
$0.70
100
23/09/2019
Cash Dividend – special
$0.08
100
23/03/2020
Cash Dividend
$0.55
100
21/09/2020
Cash Dividend
$0.56
100
22/03/2021
Cash Dividend
$0.26
100
20/09/2021
Cash Dividend
$0.41
100
21/03/2022
Cash Dividend
$0.40
100
19/09/2022
Cash Dividend
$0.44
100
19/09/2022
Cash Dividend - special
$0.14
100
20/03/2023
Cash Dividend
$0.40
100
20/03/2023 Cash Dividend - special
$0.09
100
18/09/2023
Cash Dividend
$0.60
100
18/03/2024
Cash Dividend
$0.41
100
16/09/2024
Cash Dividend
$0.63
100
ordinary dividends and share issues
SINCE 1 JULY 2014
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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