ANNUAL REPORT 2024
2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
VALUES
AT COVENTRY GROUP, OUR VALUES ARE
SAFETY FIRST
We place the health, safety and wellbeing of our people first
DO THE RIGHT THING - FAIRNESS, INTEGRITY & RESPECT
We treat everyone equally, we operate with competence and we treat everyone
with respect
WORK AS A TEAM
We work with strength and resilience together
BE THE BEST AT EVERYTHING WE DO
We strive to be better every day, finding new ways to grow our Company
and each other
OUR PEOPLE we trust and empower our people
OUR CUSTOMERS we are dedicated to our customer’s needs
OUR SUPPLIERS we work in partnership with our suppliers
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3
CONTENTS
Chairman's Report
4
Chief Executive Officer's Report
6
Consolidated statement of profit or loss
12
Consolidated statement of comprehensive income
13
Consolidated statement of financial position
14
Consolidated statement of changes in equity
16
Consolidated statement of cash flows
18
Notes to the consolidated financial statements:
19
1. Significant accounting policies
19
2. Segment information
26
3. Business Combinations
31
4. Auditor's remuneration
32
5. Employment costs
32
6. Finance income and finance expenses
32
7. Taxes
33
8. Earnings per share
34
9. Cash and cash equivalents
36
10. Trade and other receivables
36
11. Inventories
36
12. Parent entity disclosures
37
13. Property, plant and equipment
38
14. Right-of-use assets
39
15. Intangible assets
40
16. Impairment of non-financial assets
40
17. Trade and other payables
42
18. Interest-bearing loans and borrowings
42
19. Provisions
43
20. Share-based payments
43
21. Capital and reserves
44
22. Financial risk management
45
23. Leases
50
24. Controlled entities
51
25. Reconciliation of cash flows from operating activities
52
26. Related parties
52
27. Significant items
53
28. Events occurring after the reporting period
53
Consolidated entity disclosure statement
54
Directors' Report
56
Directors' Declaration
77
Lead Auditor's Independence Declaration under S307C of the Corporations Act 2001
78
Independent Auditor's Report
79
Shareholder Information
81
Corporate Directory
86
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FY24 RESULTS
Coventry achieved its seventh consecutive year of sales
and Underlying EBITDA1 growth in 2024 with a strong
contribution from our Fluid Systems segment and an
improving contribution from our Trade Distribution segment.
On 1 May 2024 we welcomed Steel Masters Auckland
Limited (“Steelmasters Group”) into the Coventry Group
and expect this acquisition will bring significant benefits for
our shareholders, customers, suppliers and employees.
Group sales revenue was up 3.4% to $370.8m, while
Underlying EBITDA1 improved 22.4% to $20.8m.
The businesses within each segment continue to successfully
provide specialised industrial products, services and
customised solutions to our wide network of customers
throughout Australia and New Zealand. We expect the market
softness currently being experienced on the east coast of
Australia and in New Zealand will be short-lived. In the
interim we will focus on what we can control in markets in
which we generally only have a small share. Our emphasis
on “specialisation” is key to this and is underpinned by
our customer value proposition of quality products, stock
availability, expertise, agility and a growing branch network.
On 1 July 2024 the pilot branch for the Group’s new Microsoft
D365 ERP solution successfully migrated from our legacy
ERP system. At time of writing, 11 branches, and the Finance
department have successfully migrated, with over 260 users
online. The success to date of this project is a credit to all those
involved, with there being too many to call out individually. We
have all heard the “horror” stories of ERP implementation
disasters with significant impacts on balance sheets and
reputation. Our business leaders were determined not to
repeat the mistakes of others and have been diligent in their
adherence to project management governance excellence.
The Group continues to have a strong working capital position
with Current Assets exceeding Current Liabilities by $36.4m.
We had a solid cash conversion outcome of 112.1% for FY24
(112.5% FY23). The Group has substantial Australian tax
losses of $59.9m against which a Deferred Tax Asset of $9.4m
has been recognised in its Statement of Financial Position.
DIVIDENDS
The Board has declared a final dividend of 3.75 cents per
share, fully franked. The Company’s Dividend Reinvestment
Plan remains active, enabling eligible shareholders to
reinvest their dividend in additional shares in the Company.
CHAIRMAN’S REPORT
Note 1: All references to EBITDA are to Pre AASB16 before Significant Items
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5
EXECUTIVE REMUNERATION
The Company Executive and Director Incentive Plan
provides for the granting or issuing of Performance
Rights to eligible Executives in accordance with its terms
and subject to the terms and performance hurdles set
by the Board. The CEO and Managing Director’s total
remuneration includes a Plan award and, as required by
the ASX Listing Rules, the Company will seek shareholder
approval to grant him Performance Rights for his
participation in the Plan for 2025. Full particulars will
be published in the Notice of Annual General Meeting
for the meeting to be held on 25 October 2024.
PASSING OF ANDREW NISBET
On 1 May 2024, our admired and respected Board colleague,
Andrew Nisbet sadly passed away after a short illness.
Andrew’s commitment, professionalism and operational
experience enabled him to make an invaluable contribution
at Board level. At a personal level, I had the privilege of
working with Andrew for over 40 years and will miss his
wise counsel, his sense of humour and his friendship. I will
remember fondly our conversations during his illness and
his resilience and optimism even in the toughest times.
PEOPLE
I would like to thank my Board colleagues for their
continuing contribution, support and guidance in 2024.
On behalf of the Board, I would like to thank all our
colleagues for their commitment to the business and
its core values. To our shareholders, my continuing
thanks for your ongoing and patient support.
OUTLOOK
Our primary end markets remain mostly resilient
however given continuing macroeconomic volatility we
will not be providing full year guidance but will continue
to provide quarterly trading updates to the market.
Neil G. Cathie
Chairman of the Board of Directors
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CHIEF EXECUTIVE
OFFICER’S REPORT
FY24 was another positive year for the Group. Trading
performance improved with the Group delivering Sales and
underlying EBITDA1 year on year growth for the seventh
consecutive year. The acquisition of Steelmasters represents
an exciting leap forward in the expansion of the Coventry
Group and is fully aligned with our stated acquisition criteria.
We continue to demonstrate our ability to expand the Trade
Distribution and Fluid Systems network through both
organic and acquisition growth. Our results are achieved
though the delivery of our strategy by the outstanding
performance of the people at the Coventry Group.
With softer conditions in some markets during the financial
year, our initiatives to grow EBITDA1 % to Sales to 10% in
the medium term were the key to our strong profit growth
compared to sales growth. These buy-side and sell-
side initiatives were implemented during the financial
year and will have a further positive effect on our results
in FY25, particularly as market conditions improve.
The Coventry Group’s strategy based on specialisation and
service excellence is continuing to be resilient. The positive
results were achieved against a backdrop of a double dip
recession in New Zealand, wage inflation, labour and skills
shortages and interest rates impacting discretionary spend.
Demand remains positive in the mining and resources
sector and Western Australia and Queensland.
There is some short-term softening in the other
Australian states. Economic conditions remain
challenging in the short term in New Zealand.
The Group operates in multi-billion-dollar fragmented
markets and has very modest market shares.
We are confident that we have the right strategy, the
right people, and operate in the right markets to
continue our journey of sustainable profitable growth.
Our consistent delivery of sales growth and improved
profit results are proof that our value proposition and
commitment to our core values delivers results.
Note 1: All references to EBIT and EBITDA are
to Pre AASB16 before Significant Items.
HEALTH, SAFETY AND WELLBEING
The Group has a core value of Safety First. The Health,
Safety and Wellbeing of our people along with our customers,
suppliers and communities is a priority for the Group.
We aspire to zero LTI’s and zero harm to our people.
During FY24 we had 4 (FY23: 10) Lost Time Injuries
(LTI’s). All incidents and serious near misses are
reviewed by our safety team and the Coventry
Leadership Team (CLT). This enables us to improve
safety systems and as a result, safety outcomes.
We also updated our health and safety framework, ran
Safe Work month programs in October 2023, introduced
a new on-line safety training program Safety Hub,
and increased hazard identification and resolution.
Our Mental Health First Aid program continued.
PEOPLE
Our values of Safety First, Doing the Right Thing (Fairness,
Integrity, Respect), Working as a Team and Being the
Best at Everything We Do, continue to guide us in our
day to day operations. We have a culture focussed on
doing the right thing in all our interactions with our
people, customers, suppliers and communities.
We ran an employee engagement survey during the
year with pleasing results. We had high participation
rates at 72% and 79% of employees who completed
the survey are actively engaged. Both the participation
and engagement scores are well above average.
The recruitment market remains competitive so
our reputation for having a values-based culture
assists us in attracting and retaining people.
During the year we:
•
Invested in equipment for hydraulics training in our Fluid
Systems business.
•
Expanded our successful Graduate Program.
•
Rolled out comprehensive induction programs.
•
Commenced a Branch Manager acceleration training
program.
ENVIRONMENT, SOCIAL AND GOVERNANCE
Throughout the year, our environmental initiatives helped
divert 35% of our waste from landfill, including 97 tonnes
of cardboard, 22 tonnes of comingle waste, 14 tonnes
of timber, and 4 tonnes of plastic. We conducted a
return to store’ trial for plastics and ran trials on plastic
alternatives in one of our distribution centres. The Group
will continue to look for ways to reduce our plastic use.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 7
In line with the Australian Packaging Covenant Organisation,
we commenced work to obtain our baseline of packaging for
all our own branded products and look forward to reducing
our packaging requirements in the future. We were also
pleased to upgrade three more sites to LED lighting.
Our Workplace Giving and Matched Giving Programs saw
us matching donations by our people to their favorite
charities and we proudly sponsored many sporting and
community initiatives throughout Australia and New Zealand.
These included Nubco assisting over 35 candidates with
personal protective and tooling equipment so that they
could attend the Bridgewater bridge pre-employment
training program and Cooper Fluid Systems sponsoring
the ‘Skool 2 Skoolies’ bike ride with monies being raised
for the Ipswich Hospice and St Vincent DePaul.
From a governance perspective we continued ethical sourcing
audits. These now cover over 77% of our total spend with
locally based suppliers and we provided ‘fast fact sheets’
on Modern Slavery to some of our smaller suppliers which
included suggested tasks, additional information and
resources. We also extensively reviewed our Purchase
Order Terms and Conditions Policy and the Supply and
Services Policies for both Australia and New Zealand.
BUSINESS PERFORMANCE
Trading performance improved during FY24 with the Group
delivering Sales and underlying EBITDA1 year on year growth.
The Group achieved sales growth for FY24 of +3.4% to
$370.8m ($358.5m FY23) and a +22.4% increase in underlying
EBITDA1 to $20.8m ($17.0m FY23). Group underlying EBIT1
for FY24 was $17.0m ($13.4m FY23) and Net Profit after
Tax for the year was $0.7m ($2.5m FY23). The reduction
in Net Profit after Tax was due to costs relating to the ERP
project ($9.1m) and costs relating to acquisitions ($0.8m).
The Group has a solid balance sheet with Net Assets of
$143.1m and Net Tangible Assets of $34.7m at 30 June
2024. At 30 June the Group had Net Debt of $47.3m ($33.5m
FY23). The increase in Net Debt was predominately due to
funds used to acquire Steelmasters ($13.4m), ERP project
costs ($9.1m) and Capital expenditure ($4.4m). Cash
Conversion3 for the year was 112.1% (112.5% FY23).
Note 3: Cash conversion = Gross operating cash flow less cash
lease payments, addback significant items, divided by EBITDA1
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BUSINESS PERFORMANCE
.FY24 GROUP
SALES GROWTH
3.4%
net debt
$47.3m
net assets
$143.1m
net tangible assets
$34.7m
FY24 GROUP
SALES
$370.8m
FY23 GROUP
SALES
$358.5m
Chief Executive Officer’s Report (continued)
TRADING
PERFORMANCE
IMPROVED
DURING FY24
WITH THE GROUP
DELIVERING
SALES AND
UNDERLYING
EBITDA1 YEAR ON
YEAR GROWTH.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 9
Chief Executive Officer’s Report (continued)
TRADE DISTRIBUTION
With the acquisition of Steelmasters and new store
openings, our Trade Distribution (TD) segment has expanded
to a network of 79 branches across Australia and New
Zealand supported by 4 Distribution Centres. It comprises
Konnect and Artia Australia (KAA), Konnect and Artia
New Zealand (KANZ), Steelmasters (SM) and Nubco in
Tasmania. Combined, we now have the leading fastener
specialist business across Australia and New Zealand.
TD supplies a range of fastening systems, cabinet
hardware systems, industrial and construction
products to customers in the Industrial, Manufacturing,
Infrastructure, Building and Construction, Roofing and
Cladding, Mining and Mining Services, Resources/Oil
and Gas and Agriculture and Aquaculture sectors.
TD sales for the year of $212.1m up +1.0% on FY23. TD
EBITDA1 of $16.7m down -2.0% on FY23. KAA delivered
sales growth however KANZ declined in difficult market
conditions and Nubco also declined due to price deflation
on stell products and a decline in consumer spending.
Konnect and Artia Australia (KAA)
KAA is one of Australia’s leading fastener
specialists and supplier of cabinet hardware.
KAA delivered sales growth and profit growth on the
prior year up +2.7% and +26.4% respectively.
During the year, KAA continued to improve its value
proposition, service levels and reputation. We opened
new stores in Yatala and Karratha. In addition, store
makeovers were completed in Laverton, Townsville,
Kwinana, Shepparton and Wingfield, and branch relocations
to larger facilities in better locations were completed
in Wagga Wagga, Kalgoorlie, Wacol and Mildura. In
FY25 we are planning 3 new branches and will continue
store makeovers and branch relocations as required.
Konnect and Artia New Zealand (KANZ)
KANZ is New Zealand’s leading fastener specialist and
supplier of cabinet hardware and temporary fencing.
Market conditions were difficult in New Zealand where
high interest rates resulted in a double dip recession. As
a result, KANZ sales and profit declined during the year.
Trading and gross margin improvements made during the
year will ensure we achieve positive results as the economy
improves. We have seen some positive signs in Q4 2024.
During the year we relocated our East Tamaki and Penrose
stores into new larger facilities and relocated our Napier
branch. Store makeovers will continue in FY25.
Nubco
Nubco is a specialist supplier of steel, reinforcing,
fasteners, construction products, power tools, hand
tools, PPE and consumables in Tasmania.
Nubco sales declined in FY24 due to price deflation on steel
products and a decline in consumer discretionary spending.
The Tasmanian building and construction, infrastructure
and agriculture markets are expected to improve in FY25
so we are confident we can continue to grow in this market.
Trading and gross margin % improvements occurred in
Nubco which partly offset the sales decline and will set the
business up for strong profit growth as markets recover.
FLUID SYSTEMS
Fluid Systems (FS) is an innovative specialist service
provider to the mining, agriculture, defence, construction,
manufacturing and allied industries. FS specialises
in hydraulics, lubrication, fire suppression, refuelling
and automation systems and products. FS has the
capability to design, manufacture, install, maintain
and supply full turn-key solutions and components
and operates 15 branches across Australia.
FS had another excellent year growing both Sales
and EBITDA1, despite a continuing backdrop of
labour and skills shortages and wage inflation.
FS is well positioned for further growth in the coming years
as we expect their core markets of mining and resources,
defence, recycling and agriculture to perform well. We
can increase market share through our value proposition,
expansion of our product and service offering, expanding
our hydraulics capabilities and through acquisitions.
Diversification into sectors outside of the mining and
resources sector continues. FS has demonstrated
through various cycles, that it has the capability to
scale according to prevailing market conditions.
FS sales for the year of $159.2m up +7.5% on FY23.
FS EBITDA1 of $19.0m up +23.5% on FY23.
STEELMASTERS ACQUISITION COMPLETED
30 APRIL 2024
Founded in 1973, Steelmasters Group is a leading
Australasian supplier and manufacturer of industrial and
speciality fasteners through its network of 12 branches (four
in New Zealand and eight in Australia) with its head office in
Auckland, New Zealand. The Steelmasters Group operates
under several brands, ‘Steelmasters’ and ‘Galvmasters’ in
New Zealand and ‘Boltmasters’ and ‘Profast’ in Australia.
The Steelmasters acquisition price of NZ$45.5m
represented a multiple of 6.1x 2023 EBITDA1. The total
consideration has been funded via a combination of
proceeds from an Institutional Placement, Share Purchase
Plan and a new NAB Revolving Cash Advance Facility.
Steelmasters is operating separately within the
Trade Distribution segment to minimise integration
risk and will continue to be run by Steelmasters
Group’s existing management team.
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CENTRAL SERVICES
Our financing facilities with the National
Australia Bank were expanded with the
establishment of a new NAB Revolving
Cash Advance Facility of A$25.0
million to accommodate acquisitions.
Key terms of the new facility are:
•
Maturity date 31/07/2027
•
Minimum $5.0m
repayable annually
•
Drawn Margin: BBSY + 2.2%
•
Any undrawn limit or repaid
balance, can be redrawn for
future Permitted Acquisitions.
Corporate costs are currently
running at 4.3% of sales (4.6%
FY23). We expect productivity
projects, the ERP upgrade and the
full year impact of Steelmasters,
will enable us to reduce corporate
cost % to sales further in FY25.
TECHNOLOGY
The ERP upgrade has progressed well
with 11 Fluid Systems branches and
Finance now operating successfully
on Microsoft D365. The next stages
are the go-live for the final 4 Fluid
Systems branches, Konnect and
Artia New Zealand and Konnect and
Artia Australian branches. We are
on target to complete the project
by the end of calendar year 2024.
The system will integrate seamlessly
with our existing Microsoft systems
including Office, SharePoint,
Teams, Power BI and CRM. We
expect significant improvements in
customer service and productivity
post implementation of the system.
Chief Executive Officer’s Report (continued
SIGNIFICANT ITEMS
The FY24 result was impacted by costs
in relation to the:
•
ERP Upgrade ($9.1m).
•
Acquisition related costs ($0.8m).
NET ASSETS/WORKING
CAPITAL
The Group has a solid balance sheet
with Net Tangible Assets of $34.7m
and Net Assets of $143.1m compared
to $113.0m in FY23. Initiatives
to reduce working capital and
maximise cash conversion remain
a key focus area for the Group.
The Group has tax losses of $59.9m
available for use in Australia
and franking credits of $7.1m
available at balance date.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 1 1
Chief Executive Officer’s Report (continued)
NET DEBT POSITION
Net debt at 30 June 2024 of $47.3m (Net debt at 30 June 2023 of $33.5m). Net debt was impacted by:
•
The Steelmasters acquisition ($13.4m)
•
ERP project costs ($9.1m)
•
Capital expenditure ($4.4m)
Cash conversion of 112.1%3. In FY25 we will continue to take action to prudently manage inventory levels, collections and
operating costs.
Note 3: Cash conversion = Gross operating cash flow less cash lease payments, addback significant items, divided by EBITDA1
OUTLOOK
The Group operates in multi-billion-dollar fragmented markets and has very modest market shares. There are clear plans in place
to continue to increase market share via new branch openings, branch refurbishments, business development, product range
expansion and an enhanced focus on sales and marketing.
The Board and management are committed to leveraging the scale benefits of the platform established over recent years in all
parts of our business. In particular, our goal is to achieve best in-class trade distribution margins over time and to that end we have
identified and are implementing a range of improvement opportunities.
Positive July 2024 trading performance with sales and underlying EBITDA1 ahead of pcp including acquisitions.
Robert J. Bulluss
Chief Executive Officer and Managing Director
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NOTE
2024
2023
$’000
$’000
Revenue from sale of goods
2
370,805
358,543
Cost of sales
(216,328)
(215,454)
Gross profit
154,477
143,089
Other income
5,524
4,156
Employment costs
5
(88,741)
(81,592)
Depreciation and amortisation expense
13, 14, 15
(18,552)
(16,385)
Occupancy costs
(2,538)
(2,388)
Communication costs
(4,482)
(3,973)
Freight
(7,935)
(8,292)
Vehicle operating costs
(3,222)
(3,277)
ERP implementation costs
27
(9,096)
(5,492)
Other expenses
(16,398)
(16,631)
Profit before net financial expense and tax
9,037
9,215
Financial income
6
451
1,015
Financial expense
6
(8,417)
(6,507)
Net financial expense
6
(7,966)
(5,492)
Profit before income tax
1,071
3,723
Income tax expense
7
(412)
(1,251)
Profit for the year
659
2,472
Earnings per share:
Basic earnings per share:
8
0.7 cents
2.7 cents
Diluted earnings per share:
8
0.7 cents
2.7 cents
The consolidated statement of profit or loss is to be read in conjunction with the accompanying notes to the consolidated financial statements.
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the year ended 30 June 2024
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 1 3
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 30 June 2024
NOTE
2024
2023
$’000
$’000
Profit for the year
659
2,472
Other comprehensive income items that may
be reclassified to profit or loss:
Foreign currency translation differences
(94)
(213)
Effective portion of changes in fair value of cash flow hedges
(12)
(284)
Other comprehensive (loss) for the year, net of income tax
(106)
(497)
Total comprehensive income for the year
553
1,975
The consolidated statement of comprehensive income is to be read in conjunction with the accompanying notes to the consolidated financial statements.
1 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Employee benefits
665
535
Interest-bearing loans and borrowings
18
18,000
-
Other payables
17
454
574
Provisions
19
2,813
2,383
Lease liability
63,720
54,505
Total non-current liabilities
85,652
57,997
Total liabilities
206,307
169,846
Net assets
143,073
112,951
Equity
Issued capital
21
186,229
152,725
Reserves
(5,815)
(5,030)
Profit reserve
6,014
8,611
Accumulated losses
(43,355)
(43,355)
Total equity
143,073
112,951
The consolidated statement of financial position is to be read in conjunction with the accompanying notes to the consolidated financial statements.
NOTE
2024
2023
$’000
$’000
Assets
Cash and cash equivalents
9
7,727
3,859
Trade and other receivables
10
57,864
53,302
Inventories
11
83,232
72,402
Other financial assets
10
2,614
2,705
Prepayments
10
5,527
4,894
Income tax receivable
38
-
Total current assets
157,002
137,162
Other receivables
10
988
1,313
Deferred tax assets
7
22,767
21,339
Property, plant and equipment
13
16,389
13,990
Right-of-use assets
14
66,669
54,132
Intangible assets
15
85,565
54,861
Total non-current assets
192,378
145,635
Total assets
349,380
282,797
Liabilities
Trade and other payables
17
56,598
52,217
Employee benefits
9,835
8,158
Interest-bearing loans and borrowings
18
37,076
37,394
Lease liability
16,609
13,024
Provisions
19
537
603
Income tax payable
-
453
Total current liabilities
120,655
111,849
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended 30 June 2024
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1 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 30 June 2024
Hedge
reserve
Translation
reserve
Other
reserve
Total
reserves
Profit
reserve
Share
capital
Accumulated
losses
Total
equity
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2023
15
(2,831)
(2,214)
(5,030)
8,611
152,725
(43,355)
112,951
Total comprehensive
income/(loss) for the year
Profit for the year
-
-
-
-
659
-
-
659
Other comprehensive
income/(loss):
Foreign currency
translation differences
-
(94)
-
(94)
-
-
-
(94)
Effective portion of
changes in fair value
of cash flow hedges
(12)
-
-
(12)
-
-
-
(12)
Total other comprehensive
income/(loss)
(12)
(94)
-
(106)
-
-
-
(106)
Total comprehensive
income/(loss) for the year
(12)
(94)
-
(106)
659
-
-
553
Transactions with owners,
recorded directly in equity
Share issue
-
-
-
-
-
34,332
-
34,332
Share issue costs
-
-
-
-
-
(828)
-
(828)
Equity-settled share-
based payments
-
-
(679)
(679)
-
-
-
(679)
Dividends
-
-
-
-
(3,256)
-
-
(3,256)
Balance at 30 June 2024
3
(2,925)
(2,893)
(5,815)
6,014
186,229
(43,355)
143,073
Amounts are stated net of tax
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes to the consolidated financial statements.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 1 7
Hedge
reserve
Translation
reserve
Other
reserve
Total
reserves
Profit
reserve
Share
capital
Accumulated
losses
Total
equity
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2022
299
(2,618)
(1,719)
(4,038)
9,366
151,618
(43,355)
113,591
Total comprehensive
income/(loss) for the year
Profit for the year
-
-
-
-
2,472
-
-
2,472
Other comprehensive
income/(loss):
Foreign currency
translation differences
-
(213)
-
(213)
-
-
-
(213)
Effective portion of
changes in fair value
of cash flow hedges
(284)
-
-
(284)
-
-
-
(284)
Total other
comprehensive loss
(284)
(213)
-
(497)
-
-
-
(497)
Total comprehensive
income/(loss) for the year
(284)
(213)
-
(497)
2,472
-
-
1,975
Transactions with owners,
recorded directly in equity
Share issue
-
-
-
-
-
1,114
-
1,114
Share issue costs
-
-
-
-
-
(7)
-
(7)
Equity-settled share-
based payments
-
-
(495)
(495)
-
-
-
(495)
Dividends
-
-
-
-
(3,227)
-
-
(3,227)
Balance at 30 June 2023
15
(2,831)
(2,214)
(5,030)
8,611
152,725
(43,355)
112,951
Amounts are stated net of tax
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes to the consolidated financial statements.
Coventry Group Ltd and its controlled entities - Consolidated statement of changes in equity (continued)
1 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 30 June 2024
NOTE
2024
2023
$’000
$’000
Cash flows from operating activities
Cash receipts from customers
415,894
395,898
Cash paid to suppliers and employees
(388,082)
(370,038)
Cash from operations
27,812
25,860
Interest paid
(8,218)
(6,315)
Income taxes paid
(1,042)
(457)
Net cash from operating activities
25
18,552
19,088
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
228
211
Payment for acquisitions of business, net of cash acquired
3
(41,028)
-
Interest received
277
525
Acquisition of property, plant and equipment
13
(4,370)
(3,732)
Acquisition of intangible assets
15
(1,231)
(7)
Net cash (used in) investing activities
(46,124)
(3,003)
Cash flows from financing activities
Proceeds from borrowings
809,504
940,570
Repayment of borrowings
(792,004)
(951,485)
Repayment of lease liabilities
(15,233)
(13,131)
Share issue costs
(1,183)
(7)
Dividends paid
21
(816)
(3,044)
Proceeds from issue of shares
31,101
-
Net cash from/(used in) financing activities
31,369
(27,097)
Net increase/(decrease) in cash and cash equivalents
3,797
(11,012)
Cash and cash equivalents at 1 July
3,859
15,319
Effect of movements in exchange rates on cash and cash equivalents
71
(448)
Cash and cash equivalents at 30 June
9
7,727
3,859
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes to the consolidated financial statements.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 1 9
Coventry Group Ltd and its controlled entities
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 30 June 2024
1. SIGNIFICANT ACCOUNTING POLICIES
Coventry Group Ltd (the “Company”) is a for profit company
domiciled in Australia. The address of the Company’s
registered office is 235 Settlement Road Thomastown VIC 3074
Australia. The consolidated financial statements (“financial
report” or “consolidated financial report”) of the Company for
the financial year ended 30 June 2024 comprises the Company
and its controlled entities (together referred to as the “Group”).
The Company is party to a deed of cross-guarantee
with its subsidiary entities. Under the deed of cross-
guarantee, each body has guaranteed that the debts to
each creditor of each other body which is a party to the
deed will be paid in full in accordance with the deed.
The financial report was authorised for issue
by the Directors on 20 August 2024.
(a) Statement of compliance
This financial report is a general purpose financial report
which has been prepared in accordance with Australian
Accounting Standards (AASBs) (including Australian
Interpretations) adopted by the Australian Accounting
Standards Board (AASB) and the Corporations Act
2001. The consolidated financial report of the Group
complies with the International Financial Reporting
Standards (IFRSs) and interpretations adopted by the
International Accounting Standards Board (IASB).
(b) Basis of preparation
The financial report is presented in Australian dollars,
which is the Company’s functional currency. The
financial report is prepared on the historical cost
basis except for certain financial assets and liabilities
(including share-based payments and derivative financial
instruments) which are stated at their fair value.
The Group is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191 dated 24 March 2016 and in accordance with that
Instrument, amounts in the financial report have been rounded
off to the nearest thousand dollars, unless otherwise stated.
The Group has consistently applied the accounting
policies (as set out in Note 1(d) – 1(u)) to all years
presented in this consolidated financial report.
Going Concern
In preparing the financial report, the Directors have made an
assessment of the ability of the Group to continue as a going
concern, which includes consideration of ongoing compliance
with financial debt covenants, the continuity of business
operations, realisation of assets and settlement of liabilities
in the ordinary course of business and at the amounts stated
in the financial report. The Directors have a reasonable
expectation that the Group will have adequate resources
to continue to meet its obligations as they fall due.
(c) New and amended standards adopted by the Group
The following new and amended standards are not expected to
have a significant impact on the Group’s consolidated financial
statements.
• IFRS 17 Insurance Contracts
• Disclosure of Accounting Policies - Amendments to IAS 1 and
IFRS Practice Statement 2
• Definition of Accounting Estimates - Amendments to IAS 8
• Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - Amendments to IAS 12
• International Tax Reform – Pillar Two Model Rules – Amendments
to IAS 12
There are no significant new standards or interpretations not yet
adopted.
AASB 2023-2 Amendments to Australian Accounting Standards
- International Tax Reform - Pillar Two Model Rules
The Group has adopted AASB 2023-2 upon its release in
May 2023. The amendments to AASB 112 require entities
to disclose separately their current tax expense (income)
related to Pillar Two income taxes, as published by the
Organisation for economic Co-operation and Development
(OECD). Further, there is a mandatory temporary
exception to accounting for deferred taxes arising from
the implementation of the Pillar Two model rules.
At 30 June 2024 the relevant tax legislation is not substantively
enacted in the tax jurisdictions the Group operates in,
namely Australia and New Zealand. Accordingly, additional
disclosures are not required and there is no material impact
of Pillar Two. When the tax legislation is substantively enacted,
mandatory financial statement disclosures will be required
and the quantitative impact of Pillar Two legislation is not
expected to be material based on the Group’s assessment
to date. The actual impacts are subject to the finalisation of
tax laws and guidance relating to the application of Pillar
Two rules which continue to be developed and established.
2 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Standards issued but not yet effective
The Group has not early adopted the
following new or amended standards
issued but not yet effective. The
standards are not expected to have
a significant impact on the Group’s
consolidated financial statements.
• Non-current Liabilities with Covenants
- Amendments to IAS 1
• Classification of Liabilities as Current
or Non-current – Amendments to IAS 1
• Lease Liability in a Sale and Leaseback
- Amednments to IFRS 16
• Supplier Finance Arrangements –
Amendments to IAS 7
• Lack of Exchangeability – Amendments
to IAS 21
• Sale or Contribution of Assets between
an Investor and its Associate or Joint
Venture - Amednments to IFRS 10 and
IAS 28
(d) Basis of consolidation
Business combinations
Business combinations are accounted
for using the acquisition method as
at the acquisition date. In assessing
control, the Group takes into
consideration potential voting rights
that currently are exercisable.
The Group measures goodwill
at the acquisition date as:
• the fair value of the consideration
transferred; plus
• the recognised amount of
any non-controlling interests
in the acquiree; plus
• if the business combination
is achieved in stages, the fair
value of the existing equity
interest in the acquiree; less
• the net recognised amount
(generally fair value) of the
identifiable assets acquired
and liabilities assumed.
When the excess is negative, a
bargain purchase gain is recognised
immediately in the consolidated
statement of profit or loss.
Transaction costs, other than those
associated with the issue of debt
or equity securities, that the Group
incurs in connection with a business
combination are expensed as incurred.
Controlled entities
Controlled entities are entities
controlled by the Company. Control
exists when the Company is exposed
to, or has rights to, variable returns
from its involvement with the entity and
has the ability to affect those returns
through its power over the entity.
Investments in controlled entities are
carried at their cost of acquisition in
the Company’s financial statements,
net of impairment write downs. Intra-
group balances and transactions, and
any unrealised income and expenses
arising from intra-group transactions,
are eliminated in preparing the
consolidated financial statements.
Loss of control
When the Group loses control
over a subsidiary, it derecognises
the assets and liabilities of the
subsidiary, and any related NCI and
other components of equity. Any
resulting gain or loss is recognised
in the consolidated statement of
profit or loss. Any interest retained
in the former subsidiary is measured
at fair value when control is lost.
1. Significant accounting
policies (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 2 1
(e) Foreign currency
Foreign currency transactions
Transactions in foreign currencies
are translated to the respective
functional currencies of the Group
entities at exchange rates at the
dates of the transactions. Monetary
assets and liabilities denominated
in foreign currencies are translated
to the functional currency at the
exchange rate at the reporting
date. Non-monetary assets and
liabilities that are measured based on
historical cost in a foreign currency
are translated using the exchange
rate at the date of the transaction.
Non-monetary assets and liabilities
that are measured at fair value in
a foreign currency are translated
into the functional currency at the
exchange rate when the fair value
was determined. Foreign currency
differences arising on translation
are recognised in the consolidated
statement of profit or loss.
Foreign operations
The assets and liabilities of foreign
operations, including goodwill
and fair value adjustments arising
on acquisition, are translated to
Australian dollars at exchange
rates at the reporting date.
The revenues and expenses of
foreign operations are translated
to Australian dollars at rates
approximating the foreign exchange
rates at the dates of the transactions.
Foreign currency differences are
recognised in other comprehensive
income and presented in the
translation reserve in equity.
However, if the operation is a non-
wholly owned subsidiary, then the
relevant proportionate share of the
translation difference is allocated
to the non-controlling interests.
(f) Cash and cash equivalents
Cash and cash equivalents comprise
cash balances and short-term
deposits with a maturity of three
months or less at inception date.
(g) Inventories
Inventories are measured at the
lower of cost and net realisable value.
The cost of inventories is based on
weighted average cost. In the case of
manufactured inventories and work in
progress, cost includes an appropriate
share of overheads. An impairment
allowance is made for obsolete,
damaged and slow-moving inventories.
(h) Trade and other receivables
Trade and other receivables are
recognised initially at fair value
and subsequently measured at
amortised cost less loss allowance.
(i)
Property, plant and equipment
All classes of property, plant
and equipment are stated at
cost less depreciation and any
accumulated impairment loss.
Depreciation
Items of property, plant and equipment
are depreciated on a straight-line
basis over their estimated useful
lives from the date that they are
installed and are ready for use.
The estimated useful lives for
each class of asset are:
(j)
Intangibles
Goodwill
Goodwill that arises upon the
acquisition of subsidiaries is
included in intangible assets. For the
measurement of goodwill at initial
recognition, see Note 1(d). Goodwill
is not amortised, but it is tested
for impairment annually, or more
frequently if events or changes in
circumstances indicate that it might
be impaired, and is carried at cost
less accumulated impairment losses.
Gains and losses on the disposal of an
entity include the carrying amount of
goodwill relating to the entity sold.
Computer software
Computer software comprises licence
costs and direct costs incurred in
preparing for the operation of that
software, including associated process
re-engineering costs. Computer
software is measured at cost less
accumulated amortisation and
impairment losses. Computer software
costs that have been categorised
as a Software-as-a-Service (SaaS)
arrangement are recognised as
an expense in the consolidated
statement of profit or loss.
1. Significant accounting
policies (continued)
Class of
Fixed Asset
Depreciation Rate
Plant and
Equipment
5% - 40%
2 2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Other intangible assets
Brand names and customer relationships acquired in
a business combination are recognised at fair value at
the acquisition date. Brand names have an indefinite
useful life and are measured at cost less accumulated
impairment losses. Customer relationships have a finite
useful life and are measured at cost less accumulated
amortisation and any accumulated impairment losses.
Amortisation
Except for goodwill and brand names, intangible assets
are amortised on a straight-line basis in the consolidated
statement of profit or loss over their estimated useful lives,
from the date that they are available for use. In current
and comparative periods, customer relationships was
estimated to have a useful life of 10 years. Amortisation
methods, useful lives and residual values are reviewed
at each reporting date and adjusted if appropriate.
(k) Financial Instruments
Investments and other financial assets
The Group measures a financial asset at its fair value plus,
in the case of a financial asset not at fair value through
profit or loss (“FVPL”), transaction costs that are directly
attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are
expensed in the consolidated statement of profit or loss.
Impairment of financial assets
The Group assesses on a forward-looking basis the
expected credit losses associated with its instruments
carried at amortised cost and fair value through
other comprehensive income (“OCI”). The impairment
methodology applied depends on whether there
has been a significant increase in credit risk.
For trade receivables, the Group applies the
simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised
from initial recognition of the receivables.
To measure the expected credit losses, trade receivables
and contract assets have been grouped based on shared
credit risk characteristics and the days past due. The
contract assets relate to unbilled work in progress
and have substantially the same risk characteristics
as the trade receivables for the same type of contract.
The Group has concluded that the expected loss rates
of trade receivables are a reasonable approximation
to the loss rates for the contract assets.
(l) Impairment of assets (financial and non-financial)
Non-financial
Goodwill and intangible assets that have an indefinite
useful life are not amortised but are tested annually for
impairment in accordance with AASB 136. Other assets are
tested for impairment whenever events or circumstances
arise that indicate that the carrying amount of the asset may
be impaired. An impairment loss is recognised where the
carrying amount of the asset exceeds its recoverable amount.
The recoverable amount of an asset is defined as the higher
of its fair value less costs of disposal and value in use.
Financial
Financial assets are tested for impairment at each financial
year end.
(m) Employee benefits
A provision is made for the Group’s liability for employee
benefits arising from services rendered by employees to
balance date. These benefits include wages
and salaries, annual leave and long service leave.
Sick leave is non-vesting and has not been provided for.
(n) Provisions
A provision is recognised in the statement of financial position
when the Group has a present legal or constructive obligation
as a result of a past event, and it is probable that an outflow
of economic benefits will be required to settle the obligation.
Make good
Provision for make good in respect of leased properties
is recognised where appropriate based on the estimated
cost to be incurred to restore premises to the required
condition under the relevant lease agreements.
(o) Trade and other payables
Trade and other payables are stated at amortised cost.
1. Significant accounting policies (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 2 3
(p) Revenue and other income
Revenue is recognised when control of a good
or service transfers to a customer. Determining
the timing of the transfer of control – at a point
in time or over time - requires judgement.
Sale of goods – revenue recognised at a point in time
Revenue from the sale of goods that are not subject
to contract manufacturing arrangements is measured
at the fair value of the consideration received or
receivable, net of returns, rebates and goods and
services tax payable to the taxation authority.
Revenue is recognised when a customer obtains control
of the promised goods and the Group has satisfied its
performance obligation in relation to the promised goods.
In determining when control of promised goods passes
to the customer, the Group considers a variety of factors
including a present right to payment, physical possession,
legal title, the transfer of significant risk and rewards
of ownership of the goods and customer acceptance
of the asset. The timing of the transfer of control to
the customers for the sale of goods occurs either:
• When the goods are despatched or delivered in line
with the Incoterms as detailed in the relevant contract
of sale or purchase order for the goods. The Group
sells a significant proportion of its products on Free-
In-Store/ Delivered at Place Incoterms. This means
the Groups control of the goods passes when the
product is delivered to the agreed destination;
• When they are made available to the customer
and ownership transfers prior to despatch
as detailed in the relevant contract of sale
or purchase order for the goods; or
• On notification (following stocktake) that the product
has been used when the goods are consignment
products located at customers’ premises.
Where cash consideration has been received but the
revenue recognition criteria has not been met, such
amounts have been recorded on the consolidated
statement of financial position as a contract liability.
Sale of goods – contract manufacturing and
supply revenue recognised over time
The Group has determined that for bundled contract
manufacturing comprising design, build, install and service
elements, the customer controls the goods once the goods
are finished and installed on premises in accordance with
the relevant contract. This is because under the contract,
goods are manufactured to a customer’s specification, and
if a firm order that is placed by the customer in accordance
with the agreement is terminated, the Group is entitled to a
reimbursement of the costs incurred in manufacturing the
goods, including a reasonable margin. Therefore, revenue for
the agreements and the associated costs are recognised over
time. That is, before the goods are delivered to the customer’
premises. Invoices issued according to contractual terms and
amounts not yet invoiced are presented as contract assets.
(q) Leases
Leases in which the Group is a lessee
The Group recognises all lease liabilities and corresponding
right-of-use assets, with the exception of short-term (12
months or fewer) and low value leases, on the balance sheet.
Lease liabilities are initially measured at the net present value
of future lease payments and extension options expected to be
exercised. Variable lease payments not dependent on an index
or rate are excluded from the calculation of lease liabilities.
Payments are discounted at the incremental borrowing rate
of the lessee. Non-lease components are excluded from the
projection of future lease payments and recorded separately
within operating costs on a straight-line basis.
The right-of-use asset, resulting from a lease arrangement, at
initial recognition reflects the lease liability, initial direct costs
and any lease payments made before the commencement date
of the lease less any lease incentives plus, where applicable,
provision for dismantling and restoration.
1. Significant accounting policies (continued)
2 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
The Group recognises depreciation of right-of-
use assets and interest on lease liabilities in the
consolidated statement of profit or loss over the lease
term. Repayments of lease liabilities are separated
into a principal portion (presented within financing
activities) and interest portion (which the Group presents
in operating activities) in the cash flow statement.
Leases in which the Group is a lessor
The Group sub-leases some of its properties. The Group
has applied the guidance set out in AASB 16 to classify
these as either a finance lease or operating lease.
Operating leases
Rental income is recognised in the statement
of profit or loss as other income.
Finance leases
The Group recognises an investment in sub-lease in the
statement of financial position. Rental income is recognised
in the consolidated statement of profit or loss as interest
income. Finance sub-leases are classified with reference
to the right-of-use asset arising from the head lease.
(r) Finance income and finance costs
Finance income comprises interest income on
funds invested and on finance leases where the
Group is a lessor. Interest income is recognised as
it accrues in the consolidated statement of profit
or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings
and leases.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying
asset are recognised in the consolidated statement of
profit or loss using the effective interest method.
Foreign currency gains and losses on financial assets and
financial liabilities are reported on a net basis as either
finance income or finance cost depending on whether foreign
currency movements are in a net gain or net loss position.
(s) Income tax
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax is recognised
in the statement of profit or loss except to the
extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability
method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not
provided for: initial recognition of goodwill, the initial
recognition of assets or liabilities that affect neither
accounting nor taxable profit, and differences relating
to investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted
or substantively enacted at the balance sheet date.
Deferred tax assets are recognised for unused tax losses,
unused tax credits and deductible temporary differences only
to the extent that it is probable that future taxable profits
will be available against which they can be used. Future
taxable profits are determined based on the reversal of
relevant taxable temporary differences. If the amount of
taxable temporary differences is insufficient to recognise
a deferred tax asset in full, then future taxable profits,
adjusted for reversals of existing temporary differences, are
considered, based on the business plans for the Group.
Additional income taxes that arise from the
distribution of dividends are recognised at the same
time as the liability to pay the related dividend.
1. Significant accounting policies (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 2 5
Tax consolidation
The Company and its wholly owned
Australian resident entities have
formed a tax consolidated group
with effect from 1 November 2002
and are therefore taxed as a single
entity from that date. The head
entity within the tax consolidated
group is Coventry Group Ltd.
Current tax expense/income, deferred
tax liabilities and deferred tax assets
arising from temporary differences of
the members of the tax consolidated
group are recognised in the separate
financial statements of the members
of the tax consolidated group using
the ‘separate taxpayer within group’
approach by reference to the carrying
amounts of assets and liabilities in
the separate financial statements
of each entity and the tax values
applying under tax consolidation.
Any current tax liabilities (or assets)
and deferred tax assets arising from
unused tax losses of the controlled
entities is assumed by the head entity
in the tax consolidated group and
recognised by the Company as an
equity contribution or distribution.
The Company recognises deferred tax
assets arising from unused tax losses
of the tax consolidated group to the
extent that it is probable that future
taxable profits of the tax consolidated
group will be available against
which the asset can be utilised.
Any subsequent period adjustments
to deferred tax assets arising
from unused tax losses as a
result of revised assessments of
the probability of recoverability is
recognised by the head entity only.
(t) Goods and services tax
Revenue, expenses and assets are
recognised net of the amount of
goods and services tax (“GST”),
except where the amount of GST
incurred is not recoverable from
the taxation authority. In these
circumstances, the GST is recognised
as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables in the
statement of financial position
are stated with the amount of
GST included. Cash flows are
included in the statement of
cash flows on a gross basis.
(u) Accounting estimates
and judgements
In preparing these consolidated
financial statements, management
has made judgements, estimates and
assumptions that affect the application
of the Group’s accounting policies
and the reported amounts of assets,
liabilities, income and expense. The
estimates and associated assumptions
are based on historical experience
and on other factors it believes to be
reasonable under the circumstances,
the results of which form the basis
of the reported amounts that are
not readily apparent from other
sources. Actual results may differ
from these estimates under different
assumptions and conditions.
Estimates and underlying
assumptions are reviewed on an
ongoing basis. Revisions to estimates
are recognised prospectively.
In particular, information about
significant areas of estimation
uncertainty and critical judgements
in applying accounting policies
that have the most significant
effect on the amounts recognised
in the financial statements are:
• estimation of current tax
payable, current tax expense and
recovery of deferred tax assets
based on forecasted taxable
profit – note 1(s) and note 7
• estimated impairment of non-
financial assets and measurement
of the recoverable amount of
cash generating units – note 16
• valuation of inventories – note 1(g)
• estimation of fair value of assets
acquired and liabilities assumed
in business combinations,
and fair value of consideration
transferred (including contingent
consideration) – note 3
1. Significant accounting
policies (continued)
2 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
2. SEGMENT INFORMATION
(a) Description of segments
The Group has reportable segments as described below. For each of the strategic reportable segments, the CEO reviews
internal management accounts on a monthly basis. The following summary describes the operations of each of the
Group’s reportable segments:
Trade
Distribution
Includes the importation, distribution and marketing of industrial fasteners, industrial hardware supplies and
associated products, temporary fencing and cabinet making hardware.
Fluid Systems
Includes the design, manufacture, distribution, installation and maintenance of lubrication and hydraulic fluid
systems and hoses.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 2 7
Information about reportable segments
Trade
Distribution
Fluid Systems
Other business
units and
consolidation
adjustments
Total reportable
segments
30 June 2024
$’000
$’000
$’000
$’000
Segment revenue
212,129
159,203
-
371,332
Inter-segment revenue
-
-
-
-
Revenue from external customers
212,129
159,203
-
371,332
Timing of revenue recognition at
point in time
209,357
153,872
-
363,229
over time
2,772
5,331
-
8,103
Total
212,129
159,203
-
371,332
Underlying EBITDA1
16,682
18,953
(14,826)
20,809
Depreciation and amortisation
1,539
1,101
1,155
3,795
Underlying EBIT1
15,143
17,852
(15,981)
17,014
Note 1: Underlying EBITDA and Underlying EBIT are non-IFRS measures and reflect how management measures performance of the Group. Underlying EBITDA
is earnings before interest, tax, depreciation, amortisation and has been adjusted as a result of AASB16 to exclude leases and significant items. Underlying EBIT is
earnings before interest and tax and has been adjusted to exclude leases and significant items.
(b) Segment information
Information regarding the results of each reportable segment is included below.
2. Segment Information (continued)
2 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Information about reportable segments
Trade
Distribution
Fluid Systems
Other business
units and
consolidation
adjustments
Total reportable
segments
30 June 2023
$’000
$’000
$’000
$’000
Segment revenue
210,106
148,096
-
358,202
Inter-segment revenue
-
-
-
-
Revenue from external customers
210,106
148,096
-
358,202
Timing of revenue recognition at
point in time
206,881
143,119
-
350,000
over time
3,225
4,977
-
8,202
Total
210,106
148,096
-
358,202
Underlying EBITDA1
17,019
15,348
(15,362)
17,005
Depreciation and amortisation
1,626
944
1,058
3,628
Underlying EBIT1
15,393
14,404
(16,420)
13,377
Note 1: Underlying EBITDA and Underlying EBIT are non-IFRS measures and reflect how management measures performance of the Group. Underlying EBITDA
is earnings before interest, tax, depreciation, amortisation and has been adjusted as a result of AASB16 to exclude leases and significant items. Underlying EBIT is
earnings before interest and tax and has been adjusted to exclude leases and significant items.
2. Segment Information (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 2 9
3 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
(c) Other segment information
i. Segment Revenue
A reconciliation of segment revenue to total revenue from the sale of goods in the consolidated statement of profit or loss
is provided as follows:
2. Segment Information (continued)
2024
2023
$’000
$’000
Total segment revenue
371,332
358,202
Foreign exchange translation variance
(527)
341
Total revenue
370,805
358,543
NOTE
2024
2023
$’000
$’000
Total segment Underlying EBIT1
17,014
13,377
Foreign exchange translation variance
(46)
15
Significant items
(10,584)
(6,394)
Net financing expense, excluding interest on lease liabilities (AASB16)
(3,370)
(1,473)
Income tax benefit/(expense)
7
(942)
(1,791)
Other adjustments
(176)
-
Impact of AASB16
Depreciation of right-of-use assets
(14,530)
(12,739)
Net Interest on lease liabilities and sub-lease investment
(4,414)
(4,015)
Reversal of net rent and lease payments and receivables
17,177
14,952
Income tax benefit
7
530
540
Profit for the year
659
2,472
(d) Geographic information
Revenue based on the geographic location of customers were Australia $319,639,000 (2023: $306,457,000) and New Zealand
$51,166,000 (2023: $52,086,000).
ii. Segment Operating Profit
The performance of the Group’s reportable segments is based on Underlying EBIT1. Reconciliation of Underlying EBIT1 to operating
profit in the consolidated statement of profit or loss is provided as follows:
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3 1
3. BUSINESS COMBINATIONS
Purchase consideration
Total
$’000
Cash paid
45,632
Total
45,632
Provisional fair value of net assets acquired
Cash and cash equivalents
4,604
Trade and other receiveables
3,502
Inventories
9,633
Other curent assets
443
Property, plant and equipment (note 13)
1,216
Deferred tax assets
3,334
Right-of-use assets (note 14)
9,305
Trade and other payables
(2,661)
Employee benefits
(968)
Income tax payable
(50)
Deferred tax liabilities
(2,451)
Provisions (note 19)
(385)
Lease liabilities (note 22b)
(10,125)
Total identifiable net assets acquired
15,397
Goodwill on consolidation (note 15)
30,235
Total
45,632
(a) Current period business combinations
Acquisition of Steel Masters Auckland Limited (“Steelmasters
Group”)
On 30 April 2024, the Group acquired 100% of the issued share
capital of Steelmasters Group, an Australasian supplier and
manufacturer of industrial and speciality fasteners.
The Group incurred acquisition-related costs of $598,000 on legal
fees and due diligence costs. $195,000 of these costs have been
expensed in the consolidated statement of profit or loss in the
current financial year, with the balance in previous financial years.
The goodwill is attributable to Steelmasters Group’s strong
historic profit performance and potential for further growth and
expansion.
The acquisition offers tangible synergies that will benefit the
Group’s Trade Distribution business including joint
customer opportunities, group buying benefits and
knowledge sharing.
As the acquisition has recently occurred the fair value of
assets and liabilities are presented as provisional amounts.
If new information obtained within one year of the date of the
acquisition about facts and circumstances that existed at
the date of acquisition and which identify differences in fair
value, then the accounting for the acquisition will be revised.
Summary of business combinations during the period
Details of the purchase consideration, the net assets
acquired and goodwill are as follows:
Revenue and profit contribution
The acquisition of Steelmasters contributed revenue of $6,094,000 and net profit of $733,000 to the Group for the period from 30
April 2024 to 30 June 2024 (two months trading).
If the acquisition had occurred on 1 July 2023, the Group’s estimated consolidated revenue and estimated consolidated profit after
tax for the year ended 30 June 2024 would have been $400,543,000 and $3,700,000 respectively.
3 2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
4. AUDITOR’S REMUNERATION
2024
2023
$
$
Audit services
Auditors of the Group - KPMG
Audit and review of financial statements
378,371
347,084
Other auditors
Audit of financial statements - controlled entities
56,892
-
Non-audit services
Amounts paid and payable to KPMG:
Transaction services
52,250
-
Taxation services
7,375
16,792
Hosting of AGM
-
604
Total non-audit services
59,625
17,396
5. EMPLOYMENT COSTS
2024
2023
$’000
$’000
Wages and salaries
67,154
62,144
Liability for annual leave and long service leave
7,226
6,473
Contributions to superannuation funds
7,263
6,424
Payroll taxes
4,088
3,745
Other associated personnel expenses
3,010
2,806
Total
88,741
81,592
6. FINANCE INCOME AND FINANCE EXPENSES
2024
2023
$’000
$’000
Interest income
277
294
Net foreign exchange gain
174
721
Financial income
451
1,015
Interest expense
(3,907)
(2,489)
Interest expense on lease liabilities
(4,510)
(4,018)
Financial expenses
(8,417)
(6,507)
Net financial expense
(7,966)
(5,492)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3 3
7. TAXES
2024
2023
$’000
$’000
Current tax expense
Current year
5,337
865
Tax recognised in the profit or loss
5,337
865
Deferred tax expense/(benefit)
Origination and reversal of temporary differences
(4,925)
386
Total deferred tax expense/(benefit)
(4,925)
386
Total income tax expense
412
1,251
Reconciliation of effective tax rate
Profit from operations for the period
659
2,472
Total income tax expense
412
1,251
Profit before income tax
1,071
3,723
Income tax using the Company’s domestic tax rate of 30%
322
1,117
Non-deductible expenditure
139
180
Effect of lower tax rate applicable to foreign controlled entity
(49)
(46)
Total income tax expense
412
1,251
3 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2024
2023
2024
2023
2024
2023
$’000
$’000
$’000
$’000
$’000
$’000
Trade and other receivables
287
189
(2)
-
285
189
Inventories
1,407
1,255
-
-
1,407
1,255
Property, plant and equipment
1,888
2,124
-
-
1,888
2,124
Right-of-use assets
-
-
(19,470)
(16,082)
(19,470)
(16,082)
Intangible assets
4,845
-
(4,421)
(4,605)
424
(4,605)
Employee benefits
3,098
2,596
-
-
3,098
2,596
Trade and other payables
884
748
(1)
(7)
883
741
Provisions
44
88
-
-
44
88
Lease liability
24,470
20,900
-
-
24,470
20,900
Other items
308
33
(2)
-
306
33
Tax losses carried forward
9,432
14,100
-
-
9,432
14,100
Tax assets/(liabilities)
46,663
42,033
(23,896)
(20,694)
22,767
21,339
Set off of deferred tax liability
(23,896)
(20,694)
23,896
20,694
-
-
Net deferred tax asset
22,767
21,339
-
-
22,767
21,339
Within the Group Australian operations there are unutilised carried forward tax losses of $59,882,013 (2023: $66,821,502). The
Group has determined it is probable that future taxable profits would be available for use against tax losses.
The Australian Group has $16,797,993 in unused tax losses for which no deferred tax asset has been recognised in the statement
of financial position.
8. EARNINGS PER SHARE
2024
2023
Weighted average of shares in year used in basic earnings per share (number)
97,042,646
92,111,671
Weighted average of dilutive rights outstanding (number)
190,808
856,448
Weighted average of shares in year used in calculating dilutive earnings per share (number)
97,233,454
92,968,119
Earnings used in basic and diluted earnings per share calculation ($)
659,427
2,471,577
Earnings per share (cents)
0.7 cents
2.7 cents
Diluted earnings per share (cents)
0.7 cents
2.7 cents
7. Taxes (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3 5
3 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
9. CASH AND CASH EQUIVALENTS
2024
2023
$’000
$’000
Cash and cash equivalents
7,727
3,859
11. INVENTORIES
2024
2023
$’000
$’000
Work in progress
5,756
5,540
Finished goods
83,445
71,081
Provision for obsolescence
(5,969)
(4,219)
Net Inventory balance
83,232
72,402
10. TRADE AND OTHER RECEIVABLES
2024
2023
$’000
$’000
Current
Trade receivables
58,510
53,626
Loss allowance (note 22(a))
(970)
(598)
57,540
53,028
Net investment in sub-lease
324
274
Total
57,864
53,302
Other financial assets
2,614
2,705
Prepayments
5,527
4,894
8,141
7,599
Non-current
Net investment in sub-lease
988
1,313
Total trade and other receivables
66,993
62,214
During the year the Group recognised interest income of $140,000 on sub-lease receivables.
Information about the Group’s exposure to credit risk, foreign currency risk and interest rate risk is disclosed in note 22.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3 7
12. PARENT ENTITY DISCLOSURES
As at, and throughout the financial year ending 30 June 2024 the parent company of the Group was Coventry Group Ltd.
2024
2023
Results of the parent entity
$’000
$’000
Profit for the year
5,320
5,989
Other comprehensive income/(loss)
(14)
(143)
Total comprehensive income for the year after tax
5,306
5,846
Financial position of parent entity at year end
Current assets
98,514
94,064
Total assets
301,933
246,924
Current liabilities
95,729
93,567
Total liabilities
149,659
129,525
Net assets
152,274
117,399
Total equity of the parent entity comprising:
Issued capital
186,229
152,725
Reserves
680
1,373
Profit reserve
7,781
5,716
Accumulated losses
(42,415)
(42,415)
Total equity
152,274
117,399
3 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
13. PROPERTY, PLANT AND EQUIPMENT
$’000
Cost at 1 July 2023
56,361
Accumulated Depreciation at 1 July 2023
(42,371)
Carrying amounts at 1 July 2023
13,990
Additions
4,370
Additions through business combinations (note 3)
1,216
Depreciation charge for the year
(3,041)
Disposals
(140)
Effect of movements in foreign exchange
(6)
Carrying amounts at 30 June 2024
16,389
Cost at 1 July 2022
53,340
Accumulated Depreciation at 1 July 2022
(40,150)
Carrying amounts at 1 July 2022
13,190
Additions
3,732
Depreciation charge for the year
(2,775)
Disposals
(211)
Effect of movements in foreign exchange
54
Carrying amounts at 30 June 2023
13,990
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 3 9
14. RIGHT-OF-USE ASSETS
Property
Vehicles
Total
$’000
$’000
$’000
Carrying amounts at 1 July 2023
44,429
9,703
54,132
Additions
5,522
5,726
11,248
Additions through business combinations (note 3)
9,228
77
9,305
Terminations
(7)
-
(7)
Lease reassessments
6,219
521
6,740
Depreciation for the period
(10,152)
(4,614)
(14,766)
Effect of movements in foreign exchange
18
(1)
17
Carrying amount at 30 June 2024
55,257
11,412
66,669
Carrying amounts at 1 July 2022
37,227
4,941
42,168
Additions
9,007
7,594
16,601
Terminations
(391)
-
(391)
Lease reassessments
7,376
1,006
8,382
Depreciation for the period
(8,894)
(3,857)
(12,751)
Effect of movements in foreign exchange
104
19
123
Carrying amount at 30 June 2023
44,429
9,703
54,132
4 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
15. INTANGIBLE ASSETS
Goodwill
Brand
name
Customer
relationships
Computer
software
Development
costs
Total
$’000
$’000
$’000
$’000
$’000
$’000
Carrying amounts at 1 July 2023
37,022
11,929
3,459
2,451
-
54,861
Additions
-
-
-
1,074
157
1,231
Additions through busienss combinations (note 3)
30,235
-
-
-
-
30,235
Amortisation for the year
-
-
(610)
(135)
-
(745)
Effect of movements in foreign exchange
(15)
(2)
-
-
-
(17)
Carrying amounts at 30 June 2024
67,242
11,927
2,849
3,390
157
85,565
Carrying amounts at 1 July 2022
36,949
11,919
4,069
2,693
-
55,630
Additions
-
-
-
7
-
7
Amortisation for the year
-
-
(610)
(249)
-
(859)
Effect of movements in foreign exchange
73
10
-
-
-
83
Carrying amounts at 30 June 2023
37,022
11,929
3,459
2,451
-
54,861
2024
2023
Goodwill
Brand Name
Total
Goodwill
Brand Name
Total
$’000
$’000
$’000
$’000
$’000
$’000
Fluid Systems
15,682
-
15,682
15,682
-
15,682
Trade Distribution
51,560
11,927
63,487
21,340
11,929
33,269
Total
67,242
11,927
79,169
37,022
11,929
48,951
The key assumptions used in the value in use calculations
include projected sales growth, projected gross margins,
terminal growth rate, improvements in working capital and
the discount rate. These assumptions are based on historical
experience and projected performance. Budget and forecast
calculations cover a period of five years. A long-term growth
rate is determined and applied to project future cash flows
after the fifth year.
For the year ended 30 June 2024, the Group’s value in use
model showed the recoverable amount exceeded the
carrying amount of both the Trade Distribution and Fluid
Systems CGUs.
The values assigned to the key assumptions were:
Fluid Systems
• Sales growth at 3.87% for FY25, 8.00% for FY26 to FY29.
• Terminal growth 2.5%
• Post-tax WACC of 12.25%
Trade Distribution
• Sales growth at 20.67% for FY25, 8.00% for FY26 - FY29.
• Terminal growth 2.5%
• Post-tax WACC of 11.5%
16. IMPAIRMENT OF NON-FINANCIAL ASSETS
For the purpose of impairment testing, goodwill and indefinite life intangible assets are allocated to the Group’s reportable
segments. The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each CGU are as follows.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 4 1
4 2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
17. TRADE AND OTHER PAYABLES
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 22.
2024
2023
$’000
$’000
Trade payables
44,516
43,276
Other trade payables and accrued expenses
12,536
9,515
Total trade and other payables
57,052
52,791
Current
56,598
52,217
Non-current
454
574
Total trade and other payables
57,052
52,791
18. INTEREST-BEARING LOANS AND BORROWINGS
2024
2023
$’000
$’000
Current
Borrowing base facility
37,076
37,394
Non-current
Revolving cash advance facility
18,000
-
Total interest-bearing loans and borrowings
55,076
37,394
Non-cash investing and financing activities
There were no non-cash investing and financing activities.
Borrowing base facility
The Group has a $55.0 million Borrowing base facility against eligible inventory and debtors with a current expiry of July 2026
(2023: $55.0 million). The overall facility is secured by General Security Deeds with Australian and New Zealand entities as well as
Rights of Entry to eligible inventory locations. The facility is subject to a floating interest on funds drawn. The facility limit is scalable
for future growth.
Revolving cash advance facility
The Group has a $25.0 million Revolving cash advance facility with a current expiry of July 2027 to accommodate future acquisitions
(2023: nil). The facility is subject to a floating interest on funds drawn. A minimum of $5.0m is repayable annually. Any undrawn limit
or repaid balance can be redrawn for future permitted acquisitions.
Guarantee facility
In addition to the borrowing facilities above, the Group has a $5.0 million Standby Letter of Credit to provide security for Transactional
Banking, Bank Guarantees, FX and other transactional facilities up to the limit specified in each individual guarantee.
ANZ facilities
The Group maintains a small residual intraday facility with ANZ which will be closed upon full transition of transactional banking
to the NAB.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 4 3
20. SHARE-BASED PAYMENTS
Executive and Director Incentive Plan
An Executive and Director Incentive Plan was re-approved by shareholders in 2021. The Plan governs the future granting of
performance rights and issue of shares based on annual Company performance. Vesting of performance rights may vary subject
to the extent performance hurdles have been met and the exercise of Board discretion. On vesting, the performance rights entitle
the recipient to receive fully paid shares in the Company.
The following share-based payments existed at 30 June 2024:
19. PROVISIONS
Make good
Warranties
Total
$’000
$’000
$’000
Balance at 1 July 2023
2,702
284
2,986
Assumed in business combinations (note 3)
385
-
385
Provisions increased/(decreased)
197
387
584
Provisions used
(71)
(534)
(605)
Balance at 30 June 2024
3,213
137
3,350
30 June 2024
30 June 2023
Number of
performance
rights
Weighted
average
fair value
Number of
performance
rights
Weighted
average
fair value
Outstanding at the beginning of the year
856,448
$1.3243
1,628,068
$1.2681
Granted
891,416
$1.1800
718,742
$1.2400
Forfeited
(891,416)
$1.1800
(718,742)
$1.2400
Exercised
(665,640)
$1.1908
(771,620)
$1.2058
Lapsed
-
-
-
-
Outstanding at the end of the year
190,808
$1.79
856,448
$1.3243
Total expenses arising from share-based payment transactions recognised in employment costs during the year were $113,837
(2023: $434,960).
4 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
21. CAPITAL AND RESERVES
Ordinary shares
Ordinary shares
2024
2023
Share capital
‘000
‘000
On issue at 1 July
92,356
91,430
Conversion of
performance rights
666
772
Dividend
reinvestment plan
2,321
154
Issued for cash
21,448
-
On issue at 30 June
116,791
92,356
Company
2024
2023
‘000
‘000
Dividend
franking account
30 per cent franking credits
available to shareholders
of the Company for
subsequent financial years
7,125
8,520
Ordinary shares
The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. All
shares rank equally with regard to the Company’s
residual assets.
During the financial year 21,448,296 new ordinary shares
were issued for cash at a price of $1.45 per share.
Nature and purpose of reserves
Translation reserve
The translation reserve comprises all foreign exchange
differences arising from the translation of the financial
statements of foreign operations where their functional
currency is different to the functional currency of the
reporting entity, as well as from the translation of
liabilities that hedge the Company’s net investment in
a foreign subsidiary.
Share based payments reserve
The share-based payment reserve comprises the
fair value of shares and options that are yet to vest
under share-based payment arrangements.
Hedge reserve
The hedging reserve comprises the effective portion of
the cumulative net change in the fair value of hedging
instruments used in cash flow hedges pending subsequent
recognition in the consolidated statement of profit or loss as
the hedged cash flows affect profit or loss.
Profit reserve
The profit reserve comprises retained profits since the
reserve was first established in the 2021 financial year.
Dividends
The Board has declared a final dividend of 3.75 cents per
share, fully franked, in relation to the year ended 30 June
2024. The Company’s Dividend Reinvestment Plan enables
eligible shareholders to reinvest their dividend in additional
shares in the Company.
A final dividend of $3.3 million (3.5 cents per share, fully
franked) in relation to the financial year ended 30 June 2023
was declared and paid by the Group in the financial year
ended 30 June 2024 (2023: 3.2 million). Final dividend paid
includes dividend reinvested of $2.4 million.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 4 5
Note
Carrying amount
2024
2023
‘000
‘000
Cash and cash equivalents
9
7,727
3,859
Trade receivables
10
58,852
54,615
Total
66,579
58,473
22. FINANCIAL RISK
MANAGEMENT
The Group has exposure to the
following risks from their use of
financial instruments:
• Credit risk
• Liquidity risk
• Market risk
The Board of Directors has overall
responsibility for the establishment
and oversight of the risk management
framework.
Fair value disclosures
All assets and liabilities for which fair
value is measured or disclosed in the
financial statements are categorised
within the fair value hierarchy,
described as follows, based on the
lowest level input that is significant to
the fair value measurement as
a whole:
• Level 1 – Quoted (unadjusted)
market prices in active markets
for identical assets or liabilities
• Level 2 – Inputs other than quoted
prices included in Level 1 that are
observable for the asset or liability,
either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
• Level 3 – Inputs for the asset
or liability that are not based
on observable market data
(unobservable inputs).
(a) Credit risk
Credit risk is the risk of financial
loss to the Group if a customer or
counterparty to a financial instrument
fails to meet its contractual obligations
and arises principally from the Group’s
cash and cash equivalents and
receivables from customers.
Exposure to credit risk
The carrying amount of the Group’s
financial assets represents the
maximum credit exposure.
The maximum exposure to credit risk
at the reporting date was:
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less of an
influence on credit risk. The Group has no significant concentration of customer base.
Management has established a credit policy under which each new customer is analysed individually for creditworthiness before
the Group’s standard payment and delivery terms and conditions are offered.
Goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. The
Group’s terms and conditions of trade have been amended to incorporate the Personal Property Security legislation. The Group
does not normally require collateral in respect of trade and other receivables.
The Group’s maximum exposure to credit risk for trade receivables at the reporting date by geographic region was Australia
$52,665,000 (2023: $48,594,000) and New Zealand $6,188,000 (2023: $6,020,000).
Cash at bank and short-term or long-term deposits are held with Australian and New Zealand banks with acceptable
credit ratings.
4 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Current
More than 30
days past due
More than 60
days past due
More than 120
days past due
Total
30 June 2024
Australia
Expected loss rate (%)
0.0%
0.1%
1.4%
55.1%
Gross carrying amount ($’000) /
balance outstanding as reporting date
44,421
4,872
1,309
1,224
51,826
Loss allowance ($’000)
-
4
18
675
697
New Zealand
Expected loss rate (%)
1.2%
1.5%
3.9%
91.3%
Gross carrying amount ($’000) /
balance outstanding at reporting date
5,677
360
96
213
6,346
Loss allowance ($’000)
69
5
4
195
273
30 June 2023
Australia
Expected loss rate (%)
0.0%
0.1%
1.3%
52.3%
Gross carrying amount ($’000) /
balance outstanding as reporting date
44,301
1,430
822
980
47,533
Loss allowance ($’000)
-
1
11
513
525
New Zealand
Expected loss rate (%)
0.0%
0.1%
2.2%
87.5%
Gross carrying amount ($’000) /
balance outstanding at reporting date
5,755
136
122
80
6,093
Loss allowance ($’000)
-
-
3
70
73
Impairment of Trade Receivables
The Group applies the AASB 9 simplified approach to
measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables.
22. Financial Risk Management (continued)
To measure the expected credit losses, trade receivables have
been grouped based on shared credit risk characteristics,
days past due and historic credit loss data.
The loss allowance as at 30 June 2024 was determined as
follows for trade receivables:
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 4 7
4 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure that it will always
have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s
reputation.
The Group maintains a $55 million Borrowing Base facility
and $25 million Revolving Cash Advance facility on which
interest is payable at prevailing market rates.
Maturities of financial liabilities
The following are the contractual maturities of financial
liabilities, including estimated interest payments and
excluding the impact of netting agreements:
2024
Non derivative
financial
liabilities
Carrying
amount
Contractual
cash flow
6 mths or less
6-12 mths
1-2 years
More than
2 years
$’000
$’000
$’000
$’000
$’000
$’000
Trade and other
payables
57,052
(57,052)
(56,532)
(65)
(435)
(20)
Borrowing facility
55,076
(58,234)
(37,075)
(985)
(4,145)
(16,029)
Lease liability
80,329
(99,745)
(10,626)
(9,852)
(17,351)
(61,916)
Total
192,457
(215,031)
(104,233)
(10,902)
(21,931)
(77,965)
2023
Non derivative
financial
liabilities
Carrying
amount
Contractual
cash flow
6 mths or less
6-12 mths
1-2 years
More than
2 years
$’000
$’000
$’000
$’000
$’000
$’000
Trade and other
payables
52,791
(52,791)
(51,798)
(419)
(437)
(137)
Borrowing facility
37,394
(37,394)
(37,394)
(985)-
-
-
Lease liability
67,530
(84,074)
(8,685)
(7,997)
(14,520)
(52,872)
Total
157,715
(174,259)
(97,877)
(8,416)
(14,957)
(53,009)
The outflows associated with forward contracts used for hedging are US$11.3 million (A$17.1 million), 2023: US$11.0 million
(A$16.6 million) and will have been made within 11 months or less
22. Financial Risk Management (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 4 9
Borrowings
Lease liabilities
Total liabilities
from financing
activities
$’000
$’000
$’000
30 June 20241
Opening balance at the beginning of the financial year
37,394
67,529
104,923
Proceeds
809,504
-
809,504
Repayments
(792,004)
(15,233)
(807,237)
New leases, reassessments and disposals
-
17,932
17,932
Assumed in business combinations (note 3)
-
10,125
10,125
Effects of movement in foreign exchange
182
(24)
158
Closing balance
55,076
80,329
135,405
30 June 20231
Opening balance at the beginning of the financial year
48,411
56,067
104,478
Proceeds
940,570
-
940,570
Repayments
(951,485)
(13,131)
(964,616)
New leases, reassessments and disposals
-
24,466
24,466
Effects of movement in foreign exchange
(102)
127
25
Closing balance
37,394
67,529
104,923
1 Repayments are presented net of interest expense
Changes in liabilities arising from financing activities
22. Financial Risk Management (continued)
5 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
(c) Market risk
Market risk is the risk that changes in market prices, such
as foreign exchange rates and interest rates will affect
the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management
is to manage and control market risk exposures within
acceptable parameters, while optimising the return.
Currency risk
The Group is exposed to foreign currency risk on purchases
that are denominated in a currency other than the
Australian dollar. The currencies giving rise to this risk
are primarily US dollars and Euros. The Group adopts a
policy of obtaining, foreign currency forward contracts
to hedge its exposure to USD foreign currency risks.
23. LEASES
Leases as lessee
The Group leases various premises, plant and equipment and motor vehicles under short-term or low value leases. The leases run
for 12 months or less or are of low value. Lease payments are reviewed periodically to reflect market rentals. None of the leases
include contingent rentals.
During the financial year ended 30 June 2024 the Group recognised $176,000 (2023: $409,000) as an expense in the consolidated
statement of profit or loss in respect of short-term or low value leases.
Carrying amount
2024
2023
$’000
$’000
Variable rate financial assets
7,727
3,859
Borrowing facility
(55,076)
(37,394)
Total
(47,349)
(33,535)
Capital management
The Group’s policy is to maintain a strong capital base so
as to maintain investor, creditor and market confidence and
to sustain future development of the business. The Group
defines capital as cash, banking facilities and equity.
Neither the Company nor any of its subsidiaries are
subject to externally imposed capital requirements.
Interest rate risk
The Group’s interest rate risk arises primarily from interest-
bearing liabilities with variable interest rates where interest
rate movements can impact the Group’s cash flow exposures.
At the reporting date the interest rate profile of the Group’s
interest-bearing financial instruments was:
22. Financial Risk Management (continued)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any material fixed rate financial assets and liabilities at fair value through profit or loss, and the
Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5 1
Leases as lessor
At the end of the reporting period, the future minimum lease payments under non-cancellable leases are receivable as follows:
2024
2023
$’000
$’000
Less than one year
1,386
1,278
Between one and five years
2,336
2,336
More than five years
-
-
Total
3,722
3,614
Deed of Cross Guarantee
The Company is party to a deed of cross-guarantee with its subsidiary entities. All entities listed in the table above, with the
exception of Steel Masters Auckland Limited and Galvmasters Limited are parties to the deed under which each company
guarantees the debts of the others. Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, Nubco
Proprietary Limited, Boltmasters Pty Ltd and Profast Pty Ltd are relieved from the Corporations Act requirements to prepare a
financial report and Directors’ report.
24. CONTROLLED ENTITIES
Country of
Incorporation
Ownership interest
2024
2023
%
%
%
COV Holdings (Aust) Pty Ltd
Australia
100
100
Coventry Group (NZ) Limited
New Zealand
100
100
COV Holdings (NZ) Pty Limited (i)
New Zealand
100
100
Nubco Proprietary Limited
Australia
100
100
Steel Masters Auckland Limited
New Zealand
100
-
Galvmasters Limited
New Zealand
100
-
Boltmasters Pty Ltd
Australia
100
-
Profast Pty Ltd
Australia
100
-
The ultimate parent entity is Coventry Group Ltd.
(i) The company is a 100% controlled entity of COV Holdings (Aust) Pty Ltd and operates in New Zealand.
23. Leases (continued)
During the financial year ended 30 June 2024, the Group recognised $1,354,000 (2023: 1,066,000) as income in the consolidated
statement of profit or loss.
5 2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
25. RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES
Note
2024
2023
Cash flows from operating activities
$’000
$’000
Profit for the period
659
2,472
Adjustments for:
Equity-settled share-based payments
114
435
Depreciation and amortisation
18,552
16,385
Other non-cash or non-operating exceptional items
(344)
(67)
Interest income from other entities
(277)
(294)
Interest expense
6
8,417
6,507
Net gain on disposal of property, plant and equipment
(88)
-
Income tax expense
7
412
1,251
Operating profit before changes in working capital and provisions
27,445
26,689
Change in trade and other receivables
(855)
(5,962)
Change in inventories
(1,196)
1,364
Change in trade and other payables
1,600
3,182
Change in provisions and employee benefits
818
587
Operating profit after changes in working capital and provisions
27,812
25,860
Interest paid
(8,218)
(6,315)
Income taxes paid
(1,042)
(457)
Net cash from operating activities
18,552
19,088
26. RELATED PARTIES
Transactions with key management personnel
2024
2023
Key management personnel compensation comprised the following:
$
$
Short-term employee benefits
1,462,954
1,433,579
Post-employment benefits
94,807
92,749
Other long-term benefits
24,148
163,674
Share-based payments
51,954
197,632
Total
1,633,863
1,887,634
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5 3
Apart from the details disclosed in this note, no Director has entered into a material contract with the Group since the end of the
previous financial year and there were no material contracts involving Directors’ interests existing at year-end.
Key management personnel transactions
From time to time, key management personnel may purchase goods from companies within the Group on the same terms as apply
to other employees of the Group. The value of these transactions is insignificant.
Transactions with other related parties
The Group has a related party relationship with its controlled entities (see Note 24). Transactions between the parent entity and its
controlled entities are eliminated on consolidation and are not disclosed.
28. EVENTS OCCURRING AFTER THE REPORTING PERIOD
The Board has declared a final dividend of 3.75 cents per share, fully franked, in relation to the year ended 30 June 2024.
Other than the matters outlined elsewhere in the Group’s financial statements, no other matters or circumstances have arisen
since the end of the financial year that have significantly affected, or may significantly affect, the operations, results of operations
or state of affairs of the Group in subsequent accounting periods.
On 12 August 2024 the Company announced an on-market buy-back of a maximum of 11,679,081 ordinary fully paid shares (up to
10% of issued capital) in the Company from the period 4 September 2024 to 3 September 2025.
2024
2023
Significant items
$’000
$’000
ERP implementation costs
9,096
5,492
Restructuring costs
108
68
Acquisition costs on completed transactions
775
601
Other
774
238
Total
10,753
6,399
27. SIGNIFICANT ITEMS
The following significant costs were incurred in the year ended 30 June 2024.
26. Related Parties (continued)
5 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Entity Name
Type of entity
Place
incorporated
% of share
capital held
Australian or
foreign tax
resident
Jurisdiction
of foreign tax
resident
Coventry Group Limited
Body corporate
Australia
N/A
Australian
N/A
COV Holdings (Aust) Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Coventry Group (NZ) Limited
Body corporate
New Zealand
100%
Foreign
New Zealand
COV Holdings (NZ) Limited
Body corporate
New Zealand
100%
Foreign
New Zealand
Nubco Proprietary Limited
Body corporate
Australia
100%
Australian
N/A
Steel Masters Auckland Limited
Body corporate
New Zealand
100%
Foreign
New Zealand
Galvmasters Limited
Body corporate
New Zealand
100%
Foreign
New Zealand
Boltmasters Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Profast Pty Ltd
Body corporate
Australia
100%
Australian
N/A
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 judgement as the determination
of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could
give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
•
Australian tax residency
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.
•
Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax
residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Coventry Group Ltd and its controlled entities
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
For the year ended 30 June 2024
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5 5
5 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Coventry Group Ltd and its controlled entities
DIRECTORS’ REPORT
For the year ended 30 June 2024
The Directors present their report together with the consolidated financial report of the Group comprising Coventry Group Ltd (the
“Company”) and its controlled entities for the year ended 30 June 2024.
CONTENTS OF DIRECTORS’ REPORT
1. Directors
58
2. Principal activities
62
3. Consolidated results
62
4. Dividends
62
5. Review of operations and results
63
6. Earnings per share
65
7. Significant change in the company’s affairs
65
8. Events subsequent to reporting date
65
9. Likely developments
65
10. Remuneration Report - audited
10.1 Key Management Personnel (KMPs)
65
10.2 Principles used to determine the nature and amount of compensation
66
10.3 Details of compensation
72
10.4 Service contracts
73
10.5 Director share movement
73
11. Environmental regulation
74
12. Insurance of officers
74
13. Corporate governance
74
14. Non-audit services
75
15. Lead auditor’s independence declaration
75
16. Company secretary
75
17. Rounding off
76
Directors’ Declaration
77
Lead Auditor’s Declaration under S307C of the Corporations Act 2001
78
Independent Auditor’s Report
79
Shareholder Information
83
Corporate Directory
86
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5 7
5 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
1. DIRECTORS
Information on Directors
The Directors of the Company at any time during or since the end of the financial year and up to the date of this report are:
INDEPENDENT
NON-EXECUTIVE CHAIRMAN
Chairman of Remuneration
Committee
Member of Audit and
Risk Committee
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Member of Audit and
Risk Committee
Member of Remuneration
Committee
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Chairman of Audit
and Risk Committee
Member of Remuneration
Committee
NEIL GEORGE CATHIE
FCPA, GAICD, FCIS
ANDREW
WILLIAM NISBET
GAICD
JAMES SCOTT
CHARLES TODD
B.Comm, LLB, FFin, MAICD
Mr Cathie was appointed as
a Director of the Company
in September 2014 and as
Chairman in January 2015. He
has extensive experience in very
relevant areas including having
a 27 year career at Australia’s
largest and most successful
plumbing and bathroom
distributor, ASX listed Reece
Limited, during which time he
served as its Chief Financial
Officer, Company Secretary and
General Manager, Finance and IT.
Mr Cathie is a Non-Executive
Director of Experience Co.
Limited (since 2019) and was
a Non-Executive Director of
Millennium Services Group
Limited from 16 October 2018
to 7 March 2019. He is also an
independent advisor and Chair
at Middendorp Electric and Non-
Executive Director at Bowens
Timber & Hardware.
Other than those listed above,
he held no other listed company
directorships during the past
three financial years.
Mr Nisbet was appointed as
a Director of the Company
in October 2017.
During his extensive career
at ASX listed Reece Limited
he held a variety of senior
leadership roles, from Marketing
to Merchandising, IT, Supply
Chain Transformation, Innovation
and the management of a
number of Strategic Business
Units, including the Reece
expansion into New Zealand.
Mr Nisbet was a graduate
of the Australian Institute
of Company Directors.
He held no other listed
company directorships during
the past four financial years.
Mr Nisbet sadly passed away
on 1 May 2024. We are very
grateful for his seven years
of dedicated directorship.
Mr Todd was appointed as
a Director of the Company
on 3 September 2018.
Mr Todd is an experienced
company director, corporate
adviser and investor.
He commenced his career in
investment banking, and has
taken active roles with, and
invested in, a range of public
and private companies. He was
until recently Managing Director
of Wolseley Private Equity, an
independent private equity firm
which he co-founded in 1999.
He is also the Chair of IVE
Group Limited since June 2024
(Director since June 2015),
a Non-Executive Director
of Bapcor Limited (since
September 2020) and was a
Non-Executive Director of HRL
Holdings Limited between
March 2018 and August 2022.
Other than those listed above,
he held no other listed company
directorships during the past
three financial years.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 5 9
CHIEF EXECUTIVE OFFICER
AND MANAGING DIRECTOR
Mr Bulluss was appointed Chief
NON-EXECUTIVE DIRECTOR
Member of Audit
and Risk Committee
Member of Remuneration
Committee
NON-EXECUTIVE DIRECTOR
Member of Audit and Risk
Committee
Member of Remuneration
Committee
ROBERT JAMES
BULLUSS
FCPA, GAICD, B Bus (Acc)
TONY HOWARTH AO
FAICD (Life), SF FIN (Life)
ALEX WHITE
B.Bus (EconFin)
Executive Officer on 3 May 2017
and Managing Director and Chief
Executive Officer on 29 August
2017. He was previously Chief
Financial Officer (CFO) of the
Company from October 2016 to
April 2017. Prior to joining the
Company he was CFO for over
15 years for the Australasian
division of Bunzl plc.
He held no other listed company
directorships during the
past three financial years.
Mr Howarth was appointed
as a Director of the
Company on 4 May 2020.
Mr Howarth has a strong
background in the banking
and finance industry having
held executive positions in
government, regional and
major banks as well as building
societies and stockbroking
companies. He has broad
based industry experience
from his time as President
of the Australian Chamber
of Commerce and Industry
and Australian International
Chamber of Commerce, as
well as Chair of Catholic
Health Australia. He has had
a long involvement with the
University of Western Australia
and is an Adjunct Professor at
the UWA Business School.
He is also the Chairman of Alinta
Energy, BWP Management Ltd
and St John of God Foundation
Inc, as well as a Non-Executive
Director at Viburnum Funds.
Mr Howarth was a Non-Executive
Director of Wesfarmers Ltd from
2007 to 2019 and Chairman of
MMA Offshore Ltd from 2006 to
2017. Previously he had been
Chairman of Home Building
Society and Deputy Chairman
of Bank of Queensland Ltd.
He has held no other listed
company directorships during
the past three financial years.
Mr White was appointed as
a Director of the Company
on 1 March 2022.
Mr White is a Director
of Richmond Hill Capital
(“RH Capital”) and is jointly
responsible for managing its
RH High Conviction Fund.
Mr White has over fifteen years
of corporate and investment
management experience and
prior to co-founding RH Capital,
he was jointly responsible for
the portfolio management of
the VF High Conviction Fund at
Viburnum Funds for six years.
Mr White joined Viburnum
following over three years with
Cooper Investors, a privately
owned specialist investment
manager, where he focused
on investment research for CI
Australian Equities Fund and CI
Brunswick Fund. He previously
gained industry experience
working for Fletcher Building
as a Strategy Analyst and as
a Credit Analyst for ratings
agency Standard and Poor’s.
Mr White was previously
a Director of the following
ASX listed companies:
• MOQ Digital Limited (from
June 2019 to November 2022)
• HRL Holdings (from March
2021 to August 2022)
6 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
DIRECTORS’ INTERESTS
As at the date of this report particulars of the relevant interest of each Director in the securities of the Company are as follows:
# Mr Howarth and Mr White have declared their indirect interests in the shares of the Company as being shareholders
of Viburnum Funds Pty Ltd, Richmond Hill Capital Pty Ltd and Rat Pack Adventures Pty Ltd respectively, who are major
shareholders of the Company.
During the 2023/24 financial year and as at the date of this report no Director has declared any interest in a contract or proposed
contract with the Company, the nature of which would be required to be reported in accordance with subsection 300(11)(d) of the
Corporations Act 2001.
N.G. Cathie
1,180,657
R.J. Bulluss
1,132,616
J.S.C. Todd
147,238
A. White #
31,241
T. Howarth #
-
Number of
Ordinary Shares
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 6 1
DIRECTORS’ MEETINGS
The following table sets out the number of meetings of the Company’s Board of Directors and each Board Committee, held during
the year ended 30 June 2024, and the number of meetings attended by each Director.
NG Cathie
RJ Bulluss
AW Nisbet1
JSC Todd
T Howarth
A White2
Board of Directors
Held
12
12
12
12
12
12
Eligible to attend
12
12
6
12
12
12
Attended
12
12
3
12
12
12
Audit & Risk Committee
Held
3
3
3
3
3
3
Eligible to attend
3
0
2
3
3
2
Attended
3
3
1
3
3
3
Remuneration Committee
Held
2
2
2
2
2
2
Eligible to attend
2
0
1
2
2
2
Attended
2
0
1
2
2
2
Note: Directors may pass resolutions in writing without a formal meeting being convened. Such resolutions are deemed by the Company’s Constitution to
be meetings. The above table does not include such meetings.
1. Leave of absence granted by the Board to Andrew Nisbet effective 1 January 2024.
2. Attended Board meetings by way of Director’s Alternate Director - Edmon Odza attended the September & October 2023 Board meetings as Alternate Director for Alex White.
6 2 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
2024
2023
$‘000
$‘000
Revenue from sale of goods
370,805
358,543
Profit before income tax
1,071
3,723
Income tax expense
(412)
(1,251)
Profit after tax for the year
659
2,472
2. PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year
were:
Trade Distribution
• The importation, distribution and marketing of industrial
fasteners, stainless steel fasteners, construction fasteners,
specialised fastener products and systems, industrial
hardware and associated industrial tools and consumables
• Importation, distribution and marketing of hardware,
components and finished products to the commercial
cabinet making, joinery and shop fitting industries
• Temporary fencing sales and hire and scaffolding plank hire.
Fluid Systems
• Design and installation of lubrication systems
• Distribution of hose, connectors, fittings
and hydraulic hose assemblies
• Design and supply of service truck components
• Installation of fire suppression systems
• Design and distribution of fluid handling systems,
pneumatic component sales and sale of hydraulic
associated products and consumables
• Rock hammer service and repair.
3. CONSOLIDATED RESULTS
Results of the Group were as follows:
4. DIVIDENDS
The Board has declared a final dividend of 3.75 cents per
share, fully franked, in relation to the year ended 30
June 2024.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 6 3
FY24
FY23
% change
$M
$M
Revenue from sale of goods
370.8
358.5
+3.4
Underlying EBIT2
17.0
13.4
+26.9
Underlying EBITDA2
20.8
17.0
+22.4
Net profit after tax
0.7
2.5
-72.0
Net debt
47.3
33.5
+41.2
Net tangible assets
34.7
36.8
-5.7
Note 1: Underlying EBITDA and Underlying EBIT are non-IFRS measures and reflect
how management measure performance of the Group. Non-IFRS measures have not
been subjected to audit.
Note 2: Underlying EBITDA is earnings before interest, tax, depreciation, amortisation
and has been adjusted to exclude leases and significant items. Underlying EBIT
is earnings before interest and tax and has been adjusted to exclude leases and
significant items.
Note 3: Cash conversion = Gross operating cash flow less cash lease payments,
addback significant items, divided by EBITDA1.
5. REVIEW OF OPERATIONS AND RESULTS
People
The Group prioritises the Health, Safety and Well-being
of our people along with our customers, suppliers and
communities. We aspire to zero LTI’s and zero harm to
our people. During FY24 we had 4 Lost Time Injuries
(LTI’s) across all of our business units. All incidents
and serious near misses are reviewed by our safety
team and the Coventry Leadership Team (CLT) to ensure
we share lessons and improve safety systems.
Our values of Safety First, Doing the Right Thing (Fairness,
Integrity, Respect), Working as a Team and Being the
Best at Everything we do, continue to guide us in our
day to day operations. We have a culture focussed on
doing the right thing in all our interactions with our
people, customers, suppliers and communities.
Financial performance
The Group achieved sales growth for FY24 of +3.4% to
$370.8m ($358.5m FY23) and a +22.4% increase in underlying
EBITDA1 to $20.8m ($17.0m FY23). Group underlying EBIT2
for FY24 was $17.0m ($13.4m FY23) and Net Profit after
Tax for the year was $0.7m ($2.5m FY23). The reduction
in Net Profit after Tax was due to costs relating to the ERP
project ($9.1m) and costs relating to acquisitions ($0.8m).
The Group has a solid balance sheet with Net Assets of
$143.1m and Net Tangible Assets of $34.7m at 30 June
2024. At 30 June the Group had Net Debt of $47.3m ($33.5m
FY23). The increase in Net Debt was predominately due to
funds used to acquire Steelmasters ($13.4m), ERP project
costs ($9.1m) and Capital expenditure ($4.4m). Cash
Conversion3 for the year was 112.1% (112.5% FY23).
Review of businesses
Trade Distribution (TD)
With the acquisition of Steelmasters and new store
openings, our Trade Distribution (TD) segment has expanded
to a network of 79 branches across Australia and New
Zealand supported by 4 Distribution Centres. It comprises
Konnect and Artia Australia (KAA), Konnect and Artia
New Zealand (KANZ), Steelmasters (SM) and Nubco in
Tasmania. Combined, we now have the leading fastener
specialist business across Australia and New Zealand.
TD supplies a range of fastening systems, cabinet
hardware systems, industrial and construction
products to customers in the Industrial, Manufacturing,
Infrastructure, Building and Construction, Roofing and
Cladding, Mining and Mining Services, Resources/Oil
and Gas and Agriculture and Aquaculture sectors.
TD sales for the year of $212.1m up +1.0% on FY23. TD
EBITDA1 of $16.7m down -2.0% on FY23. KAA delivered
sales growth however KANZ declined in difficult market
conditions and Nubco also declined due to price deflation
on steel products and a decline in consumer spending.
Konnect and Artia Australia (KAA)
KAA is one of Australia’s leading fastener
specialists and supplier of cabinet hardware.
KAA delivered sales growth and profit growth on the prior
year up +2.7% and +26.4% respectively. During the year,
KAA continued to improve its value proposition, service
levels and reputation. We opened new stores in Yatala and
Karratha. In addition, store makeovers were completed in
Laverton, Townsville, Kwinana, Shepparton and Wingfield,
and branch relocations to larger facilities in better locations
were completed in Wagga Wagga, Kalgoorlie, Wacol and
Mildura. In FY25 we are planning 3 new branches and will
continue store makeovers and branch relocations as required.
Konnect and Artia New Zealand (KANZ)
KANZ is New Zealand’s leading fastener specialist and
supplier of cabinet hardware and temporary fencing.
Market conditions were difficult in New Zealand where
high interest rates resulted in a double dip recession. As
a result, KANZ sales and profit declined during the year.
Trading and gross margin improvements made during the
year will ensure we achieve positive results as the economy
improves. We have seen some positive signs in Q4 2024.
During the year we relocated our East Tamaki and Penrose
stores into new larger facilities and relocated our Napier
branch. Store makeovers will continue in FY25.
Nubco
Nubco is a specialist supplier of steel, reinforcing,
fasteners, construction products, power tools, hand
tools, PPE and consumables in Tasmania.
Nubco sales declined in FY24 due to price deflation on steel
products and a decline in consumer discretionary spending.
The Tasmanian building and construction, infrastructure
and agriculture markets are expected to improve in FY25
so we are confident we can continue to grow in this market.
Trading and gross margin % improvements occurred in
Nubco which partly offset the sales decline and will set the
business up for strong profit growth as markets recover.
6 4 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
Fluid Systems (FS)
Fluid Systems (FS) is an innovative specialist service provider to the mining, agriculture, defence, construction, manufacturing
and allied industries. FS specialises in hydraulics, lubrication, fire suppression, refuelling and automation systems and products.
FS has the capability to design, manufacture, install, maintain and supply full turn-key solutions and components and operates
15 branches across Australia.
FS had another excellent year growing both Sales and EBITDA1, despite a continuing backdrop of labour and skills shortages and
wage inflation.
FS is well positioned for further growth in the coming years as we expect their core markets of mining and resources, defence,
recycling and agriculture to perform well. We can increase market share through our value proposition, expansion of our product
and service offering, expanding our hydraulics capabilities and through acquisitions. Diversification into sectors outside of the
mining and resources sector continues. FS has demonstrated through various cycles, that it has the capability to scale according
to prevailing market conditions.
FS sales for the year of $159.2m up +7.5% on FY23. FS EBITDA1 of $19.0m up +23.5% on FY23.
Steelmasters acquisition completed 30 April 2024
Founded in 1973, Steelmasters Group is a leading Australasian supplier and manufacturer of industrial and speciality fasteners
through its network of 12 branches (four in New Zealand and eight in Australia) with its head office in Auckland, New Zealand.
The Steelmasters Group operates under several brands, ‘Steelmasters’ and ‘Galvmasters’ in New Zealand and ‘Boltmasters’ and
‘Profast’ in Australia.
The Steelmasters acquisition price of NZ$45.5m represented a multiple of 6.1x 2023 EBITDA1. The total consideration has been
funded via a combination of proceeds from an Institutional Placement, Share Purchase Plan and a new NAB Revolving Cash
Advance Facility.
Steelmasters is operating separately within the Trade Distribution segment to minimise integration risk and will continue to be run
by Steelmasters Group’s existing management team.
5. Review of Operations and Results (continued)
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 6 5
6. EARNINGS PER SHARE
Basic earnings per share and diluted earnings per share for the year ended 30 June 2024 was 0.7 cents and 0.7 cents respectively.
This compares to a basic earnings per share and diluted earnings per share for the previous year of 2.7 cents and 2.7 cents
respectively.
7. SIGNIFICANT CHANGE IN THE COMPANY’S AFFAIRS
8. EVENTS SUBSEQUENT TO REPORTING DATE
The Board has declared a final dividend of 3.75 cents per share, fully franked, in relation to the year ended 30 June 2024.
On 12 August 2024 the Company announced an on-market buy-back of a maximum of 11,679,081 ordinary fully paid shares (up to
10% of issued capital) in the Company from the period 4 September 2024 to 3 September 2025.
Other than the matters outlined elsewhere in the Groups financial statements, no other matters or circumstances have arisen
since the end of the financial year that have significantly affected, or may significantly affect, the operations, results of operations
or state of affairs of the Group in subsequent accounting periods.
9. LIKELY DEVELOPMENTS
The Group will continue to implement its five-year strategy and continue to operate in the markets in which it currently participates.
10. REMUNERATION REPORT - AUDITED
Remuneration is referred to as compensation throughout this Remuneration Report.
10.1 Key Management Personnel (KMPs)
KMPs are the persons who have authority and responsibility for planning, directing and controlling the activities of the Company
and the Group. The following were KMPs of the Group at any time during the reporting period and unless otherwise indicated were
KMPs for the entire period:
Directors
Other Key Management Personnel
NG Cathie
RJ Jackson
RJ Bulluss (CEO and Managing Director)
AW Nisbet*
JSC Todd
T Howarth
A White
In the opinion of the Directors, there have been no other significant changes in the Group’s state of affairs during the financial year.
* Leave of absence granted by the Board to Andrew Nisbet effective from 1 January 2024.
6 6 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
10.2 Principles used to determine the nature and amount of compensation
Non-Executive Directors
Non-Executive Directors receive cash fees for their Board and Committee work. They are eligible to participate in the Executive and
Director Incentive Plan which was re-approved by shareholders at the Annual General Meeting of the Company in October 2023.
Non-Executive Directors’ cash fees are determined within an aggregate Directors’ fees pool limit, which is periodically recommended
for approval by shareholders. The total pool currently stands at $550,000 (2023: $550,000) per annum, and was last approved by
shareholders in November 2004 with effect from 1 July 2004. The Board determines the allocation of the maximum amount
approved by shareholders amongst the respective Directors, having regard to their duties and responsibilities. Directors’ fees are
not directly linked to Company performance. Non-Executive Directors do not receive termination benefits. There is no provision for
retirement allowances to be paid to Non-Executive Directors.
As at 30 June 2024 the Non-Executive Directors’ fees were allocated as follows (includes statutory superannuation contributions):
2024
2023
$
$
Chairman (inclusive of Board and Committee work)
130,000
130,000
Chair of Audit and Risk Committee (inclusive of Board and Committee work)
85,000
85,000
Non-Executive Directors (inclusive of Board and Committee work)
80,000
80,000
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 6 7
2024
2023
2022
2021
2020
$’000
$’000
$’000
$’000
$’000
Sales revenue
370,805
358,543
322,324
288,522
247,567
Underlying EBITDA1
20,809
17,005
15,505
13,357
6,637
Underlying EBIT
17,014
13,377
12,355
10.561
4,026
NPAT
659
2,472
4,841
7,246
(455)
Dividends paid
3,256
3,227
2,721
-
-
Share price at year end ($)
1.41
1.15
1.33
1.45
0.57
Note 1: Underlying EBITDA is the key financial performance target considered in setting the Short-Term Incentive (STI).
Where applicable, comparative information has been restated for the effects of the application of new accounting standards.
Executive Pay
Remuneration policies
Remuneration of Directors and senior executives is the responsibility of the Remuneration Committee. The Committee has resolved
to set remuneration packages which are appropriate in the context of the company’s size, complexity and performance but which
will attract the calibre of executive required to drive necessary change in order to enhance performance. The Committee seeks
external advice in relation to these matters where necessary.
Remuneration for the CEO and senior executives currently comprises three elements:
1.
Fixed, cash-based remuneration which includes salary, superannuation and benefits
2.
Eligibility to participate in the Company’s short-term incentive plan (STI Plan)
3.
Eligibility to participate in the Company’s long-term share based Executive and Director Incentive Plan (LTI Plan)
The CEO and senior executives have employment contracts with notice periods executable by either party. There are no arrangements
in place to provide the CEO or any senior executive with a retirement benefit other than those which accrue by law. Superannuation
contributions are paid at the superannuation guarantee rate.
Cash incentives under the STI Plan of up to 65% of fixed annual compensation are payable to the CEO and senior executives based
on financial and non-financial measures framed around the Company’s trading performance and each individual’s performance.
The LTI Plan was re-approved by shareholders at the 2023 annual general meeting. This share-based plan provides for the granting
or issuing of performance rights in accordance with its terms and subject to the terms and performance hurdles set by the Board.
Business Performance
In considering the Group’s performance and benefits for shareholder wealth, the Remuneration Committee have regard to the
following financial performance metrics in respect of the current financial year and the previous four financial years.
10.2 Principles used to determine the nature and amount of compensation (continued)
6 8 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 6 9
FY21
Performance
Period
FY22
Performance
Period
FY23
Performance
Period
FY24
Performance
Period
Measurement date 10-day VWAP (iii)
$0.6021
$1.4210
$1.2165
$1.0286
No. of PR’s granted
1,424,504 (iv)
572,424
718,742
891,416
Grant date
29.10.2020
22.10.2021
21.10.2022
20.10.2023
Share price at Grant Date
$0.95
$1.79
$1.24
$1.18
Vesting date (1) (i)
01.09.2021
01.09.2022
01.9.2023
01.09.2024
Vesting date (2) (i)
01.09.2022
01.09.2023
01.9.2024
01.09.2025
Vesting date (3) (i)
01.09.2023
01.09.2024 (ii)
01.9.2025
01.09.2026
% of PR’s vested - Vesting date (1)
33.3%
33.3%
0.0%
0.0%
% of PR’s vested – Vesting date (2)
33.3%
33.3%
0.0%
0.0%
% of PR’s vested – Vesting date (3)
33.3%
N/A
0.0%
0.0%
No. of eligible PR’s vested - Vesting date (1)
474,835
190,809
-
-
No. of eligible PR’s vested – Vesting date (2)
474,836
190,807
-
-
No. of eligible PR’s vested – Vesting date (3)
474,833
N/A
-
-
No. of PR’s lapsed & forfeited
-
-
718,742
891,416
No. of eligible PR’s exercised up to 30 June 2024
1,424,504
381,616
-
-
No. of PR’s remaining to be vested and/or
exercised subject to service conditions
-
190,808
-
-
FY21
FY22
FY23
FY24
No. of performance rights issued
1,424,504
572,424
718,742
891,416
No. of eligible performance Rights vested (iv)
1,424,504
381,616
-
-
Share price at Grant Date
$0.95
$1.79
$1.24
$1.18
Share-based payments expense (v)
$826,989
$1,002,052
$434,960
$113,837
10.2 Principles used to determine the nature and amount of compensation (continued)
Performance Rights (PR’s)
PR’s Key Inputs
Share-based payments recognised as an expense in the financial statements of the Company.
(i) Subject to service conditions.
(ii) Vesting determination not yet made.
(iii) Used to calculate grant of Performance Rights.
(iv) Performance rights granted in relation to FY22 will vest in accordance with performance and employment conditions and in three separate annual vesting events. Consequently, the share-
based payments expense for FY21 and FY22 is recognised based on graded vesting and the probability that 100% of participants will receive 100% of their grant over a three-year period.
(v) Share-based payment expense ‘true up’ in FY21 ($618,921) presented as a one-off non-cash significant item in that period.
7 0 | C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4
10.2 Principles used to determine the nature and amount of compensation (continued)
Performance Rights Commentary
In FY24, one third of the performance rights that were vested
to the CEO and Managing Director (R Bulluss) in relation to the
FY21 performance period and one third in relation to the FY22
performance period were exercised.
One third of the performance rights that were vested to six other
Company senior executives in relation to the FY21 performance
period and one third in relation to the FY22 performance period
were also exercised in FY24.
In relation to FY24, the CEO and Managing Director (R Bulluss)
was granted 252,771 performance rights under the terms of the
LTI Plan following the successful passing of a resolution at the
2023 Annual General Meeting of the Company.
These performance rights had a performance period that ended on
30 June 2024 with performance and employment conditions set by
the Board. The Board has determined that the FY24 performance
rights will be forfeited.
In relation to FY24, an offer to participate in the LTI Plan was
made to a number of other Company senior executives. The total
performance rights granted was 638,645.
These Performance Rights had a performance period that ended
on 30 June 2024 with performance and employment conditions
set by the Board. The Board has determined that the FY24
performance rights will be forfeited.
It is intended that the CEO and Managing Director will participate
in the LTI Plan in relation to FY25. The maximum face value of the
CEO’s FY25 grant is based on an LTI opportunity of 50% of his fixed
annual remuneration.
The number of performance rights to be granted is determined by
dividing the maximum face value by the 10-day volume weighted
average price (VWAP) of the Company’s shares preceding the start
of the performance period, being the 10 trading days up to and
including 30 June 2024.
The performance rights will vest at the Board’s discretion, taking
into consideration Underlying EBITDA year on year growth. An
appropriate resolution will be put to the 2024 Annual General
Meeting of the Company.
It is intended that a number of senior executives will participate in
the LTI Plan in relation to FY25. The maximum face value of each
senior executive’s FY25 grant is based on an LTI opportunity of 25%
to 40% of his or her fixed annual remuneration.
The number of performance rights to be granted is determined by
dividing the maximum face value by the 10-day volume weighted
average price (VWAP) of the Company’s shares preceding the start
of the performance period, being the 10 trading days up to and
including 30 June 2024.
The performance rights will vest in the same manner as outlined
for the CEO and Managing Director.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 7 1
10.3 Details of compensation
The following table provides the details, nature and amount of elements of compensation for the key management personnel of the Company and
Short-term
Cash salary, leave
entitlement and fees
STI cash bonus
Short term total
$
$
$
Directors
NG Cathie - Chairman
2024
117,117
-
117,117
2023
117,647
117,647
RJ Bulluss
2024
492,257
146,375
638,632
2023
474,196
124,560
598,756
AW Nisbet (Paid up to 31/12/2023)
2024
36,036
-
36,036
2023
72,398
-
72,398
JSC Todd
2024
76,577
-
76,577
2023
76,923
-
76,923
T Howarth
2024
72,072
-
72,072
2023
72,398
-
72,398
A White
2024
61,916
61,916
2023
62,196
-
62,196
Total Directors' remuneration
2024
855,975
146,375
1,002,350
2023
875,758
124,560
1,000,318
Other Key Management Personnel
RJ Jackson
2024
351,116
109,488
460,604
2023
338,643
94,618
433,261
Total other key management
personnel remuneration
2024
351,116
109,488
460,604
2023
338,643
94,618
433,261
Total Directors' and other key
management personnel remuneration
2024
1,207,091
255,863
1,462,954
2023
1,214,401
219,178
1,433,579
Premiums in respect of the Directors’ and Officers’ insurance policy are not included above, as the policy does not specify the premium paid in respect of individual Directors and officers.
In the FY23 Remuneration Report, this table had a column titled “Long-service & annual leave provision accrual” and included the total long-service leave and annual leave accrual amounts owing at 30 Jun
to reflect the annual movement in the provision, consistent with the approach adopted in preparing the FY24 information. This has reduced the FY23 total remuneration amount for RJ Bulluss and RJ Jacks
(i) Includes statutory superannuation contributions and additional voluntary contributions.
the Group for the year ended 30 June 2024.
Post-employment
Proportion of remuneration
performance related
Super-
annuation (i)
Long-service
& annual leave
provision
movement
Share-based
payment
Total
$
$
$
$
12,883
-
-
130,000
-
12,353
-
130,000
-
27,399
16,921
32,538
715,490
25.01%
25,292
(3,741)
125,525
745,832
33.53%
3,964
-
-
40,000
-
7,602
-
-
80,000
-
8,423
-
-
85,000
-
8,077
-
-
85,000
-
7,928
-
-
80,000
-
7,602
-
-
80,000
-
6,811
68,727
-
6,531
-
-
68,727
-
67,408
16,921
32,538
1,119,217
-
67,457
(3,741)
125,525
1,189,559
-
27,399
7,227
19,416
514,646
25.05%
25,292
5,531
72,107
535,991
31.11%
27,399
7,227
19,416
514,646
-
25,292
5,331
72,107
535,991
-
94,807
24,148
51,954
1,633,863
-
92,749
1,590
197,632
1,725,550
-
ne 2023. These amounts were $85,562 for RJ Bulluss and $78,112 for RJ Jackson respectively. In the FY24 Remuneration Report, the FY23 amounts have been restated
on by $89,303 and $72,781 respectively.
C O V E N T R Y G R O U P LT D A N N U A L R E P O R T 2 0 2 4 | 7 2
10.4 Service contracts
Compensation and other terms
of employment for the CEO and
Managing Director and other key
management personnel are formalised
in employment contracts. Major
provisions of the contracts relating
to compensation are set out below:
Robert Bulluss, CEO and
Managing Director
• The contract has no fixed term.
• Fixed annual compensation
to be reviewed annually by the
Remuneration Committee.
Shares held by Key
Management Personnel
Held at
30 June 2023
Purchases (includes
DRP allotments)
Conversion of
Performance Rights
Sales /
Cancelled
Held at
30 June 2024
Directors
NG Cathie
983,000
197,657
-
-
1,180,657
AW Nisbet
139,144
-
-
-
N/A
RJ Bulluss
901,918
36,648
194,050
-
1,132,616
JSC Todd
122,470
24,768
-
-
147,238
T Howarth#
-
-
-
-
-
A White#
31,241
-
-
-
31,241
Other Key Management
Personnel
RJ Jackson
379,557
12,639
106,961
-
499,157
• Long service leave is payable
by the Company in accordance
with relevant state legislation.
• The contract provides for
participation in short-term and
long-term incentive plans.
• Other than for an act that may
have a serious detrimental effect
on the Company, such as wilful
disobedience, fraud or misconduct,
termination of employment requires
six months’ notice by the Company.
Rodney Jackson, Chief Financial Officer
• The contract has no fixed term.
• Fixed annual compensation to be reviewed
annually by the Remuneration Committee.
• Long service leave is payable by
the Company in accordance with
relevant state legislation.
• The contract provides for participation in
short-term and long-term incentive plans.
• Other than for an act that may have
a serious detrimental effect on the
Company, such as wilful disobedience,
fraud or misconduct, termination
of employment requires eighteen
weeks’ notice by the Company.
# Mr Howarth and Mr White have declared their indirect interests in the shares of the Company as being shareholders of
Viburnum Funds Pty Ltd, Richmond Hill Capital Pty Ltd and Rat Pack Adventures Pty Ltd respectively, who are major shareholders
of the Company.
End of Remuneration Report.
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10.5 Director share movement
The movement during the reporting period in the number of ordinary shares in the Company held, directly, indirectly or beneficially,
by each key management person, including their related parties, is as follows:
11. ENVIRONMENTAL REGULATION
The Group is not subject to any specific environmental
regulation.
The Group mainly operates from warehousing and distribution
facilities throughout Australia and New Zealand which have
general obligations under environmental legislation of
the respective statutory authorities in relation to pollution
prevention.
The Company has reviewed its obligations under the National
Greenhouse & Energy Reporting Act 2007 (the Act). As
the Group is under the minimum greenhouse and energy
thresholds stipulated in the Act, there are no registration and
reporting requirements that have to be complied with as at the
date of this report.
For the financial year ended 30 June 2024 and as at the date
of this report, the Group has not been prosecuted nor incurred
any infringement penalty for environmental incidents.
12. INSURANCE OF OFFICERS
During the financial year the Company has paid premiums
in respect of contracts insuring the Directors and officers
of the Company against certain liabilities incurred in those
capacities. The contracts prohibit further disclosure of the
nature of the liabilities and the amounts of the premiums.
13. CORPORATE GOVERNANCE
The Statement of Corporate Governance Practices is disclosed
on the Company’s website.
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14. NON-AUDIT SERVICES
During the year KPMG, the Company’s auditor, has performed
certain other services in addition to their statutory duties. The
Board has considered the non-audit services provided during
the year by the auditor and is satisfied that the provision of
those non-audit services during the year by the auditor
is compatible with, and did not compromise, the auditor
independence requirements of the Corporations Act 2001, for
the following reasons:
• all non-audit services were subject to the corporate
governance procedures adopted by the Company and have
been reviewed by the Company’s Audit and Risk Committee
to ensure they do not impact the integrity and objectivity of
the auditor; and
• the non-audit services provided do not undermine the
general principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional Accountants,
as they did not involve reviewing or auditing the auditor’s own
work, acting in a management or decision making capacity
for the Company, acting as an advocate for the Company or
jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Company,
KPMG, and its related practices for audit and non-audit
services provided during the year are set out in Note 4 to the
full financial report.
15. LEAD AUDITOR’S INDEPENDENCE
DECLARATION
The lead auditor’s independence declaration made in
accordance with Section 307C of the Corporations Act 2001
forms part of this Directors’ report.
16. COMPANY SECRETARY
Mr Mark Licciardo of Acclime Australia is the Company
Secretary.
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17. ROUNDING OFF
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in
accordance with that 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.
N.G. CATHIE
Chairman
Melbourne
20 August 2024
R.J. BULLUSS
Chief Executive Officer and Managing Director
Melbourne
20 August 2024
Coventry Group Ltd and its controlled entities
DIRECTORS’ DECLARATION
1. In the opinion of the Directors of Coventry Group Ltd
(“the Group”):
a) the consolidated financial statements and notes that
are set out on pages 12 to 54 and the Remuneration
report on pages 65 to 73 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 set out on pages 54 is true and correct; and ;
c) there are reasonable grounds to believe that
the Group 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 24
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 Executive Officer and Chief Financial
Officer for the financial year ended 30 June 2024.
4. The Directors draw attention to Note 1 to
the consolidated financial statements, which
includes a statement of compliance with
International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
N.G. CATHIE
Chairman
Melbourne
20 August 2024
R.J. BULLUSS
Chief Executive Officer and Managing Director
Melbourne
20 August 2024
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KPMG
LEAD AUDITOR’S
INDEPENDENCE DECLARATION
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KPMG
INDEPENDENT
AUDITOR’S REPORT
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KPMG Independent Auditor’s Report
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KPMG Independent Auditor’s Report
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KPMG Independent Auditor’s Report
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Coventry Group Ltd
SHAREHOLDER INFORMATION
As at 19 August 2024
Ordinary Shares
Number
% of Total
1
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
36,500,527
31.25
2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
18,908,711
16.19
3
CITICORP NOMINEES PTY LIMITED
12,787,966
10.95
4
PALM BEACH NOMINEES PTY LIMITED
12,273,135
10.51
5
BNP PARIBAS NOMS PTY LTD
3,779,212
3.24
6
H&G HIGH CONVICTION LIMITED
2,224,095
1.90
7
DIXSON TRUST PTY LIMITED
1,543,905
1.32
8
DORSETT INVESTMENTS PTY LTD
1,403,276
1.20
9
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
1,369,462
1.17
10
MR ROBERT BULLUSS
1,132,616
0.97
11
BNP PARIBAS NOMINEES PTY LTD
1,107,163
0.95
12
HGL INVESTMENTS PTY LTD
933,186
0.80
13
ROMNEY LODGE PTY LTD
815,385
0.70
14
DIXSON TRUST PTY LIMITED
727,761
0.62
15
MRS ANNE KYLE
582,793
0.50
16
MR RODNEY JAMES JACKSON
499,157
0.43
17
UBS NOMINEES PTY LTD
496,487
0.43
18
WARBONT NOMINEES PTY LTD
465,133
0.40
19
ABTOURK (SYD NO 415) PTY LTD
305,733
0.26
20
MR GEOFFREY KYLE
300,000
0.26
Total
98,155,703
84.04
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DISTRIBUTION OF SHAREHOLDING
Number of holders
Number of shares
%
Size of holding
1 – 1,000
416
231,598
0.20
1,001 - 5,000
610
1,559,304
1.34
5,001 - 10,000
195
1,462,003
1.25
10,001 - 100,000
288
9,362,161
8.02
100,001 Over
56
104,175,746
89.20
Rounding
-0.01
Total
1,565
116,790,812
100.00
Holders
Units
Unmarketable parcels field information
87
7,206
Name of Substantial Shareholder
Extent of Interest
(Number of Shares)
Date of last
notification
Viburnum Funds Pty Ltd
30,403,284
20 May 2024
Richmond Hill Capital Pty Ltd
18,950,331
17 Jun 2024
Sandon Capital Pty Ltd
9,874,432
10 Aug 2023
DUMAC Inc.
4,498,152
23 Dec 2019
SUBSTANTIAL SHAREHOLDERS
The Company’s register of substantial shareholders showed the following particulars as at 19 August 2024.
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UNQUOTED EQUITY SECURITIES
Nil.
SECURITIES SUBJECT TO VOLUNTARY ESCROW
There are no securities on issue subject to voluntary escrow.
VOTING RIGHTS
Each member present at a general meeting of the Company in person or by proxy, attorney or official representative is entitled:
• on a show of hands - to one vote
• on a poll - to one vote for each share held
There are no other classes of equity securities.
ON-MARKET BUY-BACK
On 12 August 2024 the Company announced an on-market buy-back of a maximum of 11,679,081 ordinary fully paid shares (up to
10% of issued capital) in the Company from the period 4 September 2024 to 3 September 2025.
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Coventry Group
ABN 37 008 670 102
Registered and Principal Administrative Office
235 Settlement Road,
Thomastown, Victoria 3074
Postal Address
P O Box 526
Thomastown, Victoria 3074
Website
www.cgl.com.au
Secretary
Mark Licciardo
Bankers
National Australia Bank Limited
Australian and New Zealand Banking Group Limited
Bank of New Zealand
Auckland Savings Bank Limited
Westpac Banking Corporation
Commonwealth Bank of Australia
Auditors
KPMG
Tower Two
Collins Square
727 Collins Street
Melbourne, Victoria 3008
Share Registry
Computershare Limited
Yarra Falls
452 Johnston Street, Abbotsford
Melbourne Victoria 3067
or
GPO Box 2975
Melbourne, Victoria 3000
Telephone from within Australia: 1300 763 414
Telephone from outside Australia: (+61) 3 9415 5000
Facsimile: +(61) 3 9473 2500
Email: web.queries@computershare.com.au
Website: www.investorcentre.com
Securities Exchange Listing
The Company’s shares are listed on the ASX Limited and trade under the code CYG. The home exchange is Melbourne.
Shareholder Enquiries/Change of Address
Shareholders wishing to enquire about their shareholdings, dividend payments, or change their address should contact the Company’s share registry.
Coventry Group Ltd
CORPORATE DIRECTORY
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