EVZ LIMITED
ANNUAL REPORT
For year ended
30 June 2024
EVZ Limited
Chairmans Report
30 June 2024
Chairman’s Report
Dear Shareholder,
During the 2024 financial year, EVZ achieved notable revenue growth and an improvement in operating profit, despite facing
the market challenges of scarcity of skilled labour and persistent inflation. The Group's net profit after income tax expense
was $2,138,924.
The Building Products group performed exceptionally well, growing both revenue and profits with a strong and optimistic
outlook for FY25 and beyond. The Energy & Resources group delivered mixed results and were unable to convert the revenue
growth to profit at the levels consistent with our goals. We are aware of the operational challenges within this group and
our management teams are purely focused on enhancing contribution margins in new work.
During the year we secured several notable project wins and expect to secure additional new contract appointments to
ensure our diversified portfolio of businesses maintains momentum across all our industry sectors and geographies.
Consequently, we anticipate delivering an improved profit performance in the 2025 financial year.
The Directors provide the following comments for the financial year:
•
Revenue grew by 7% to $119M, led by Syfon and Tank Industries in the Building Products sector and TSF Power in
the Energy and Resources sector.
•
Net profit after tax improved by 48% to $2.1M, primarily due to increased profits in Syfon Systems, Tank Industries,
and TSF Power. Conversely, Brockman Engineering delivered less than our expectations as it concluded several
projects that were heavily impacted by labour shortages and cost inflation. With these Brockman projects
completing the Group are expected to generate improved profits during FY25.
•
The strategic drivers for the Group are, consistent improvement in margins, the addition of product and service
pathways that are less dependent on contracting; and increasing scale of revenue and earnings in current or through
acquired businesses.
I am pleased to comment in further detail on the year's activities across our market sectors:
Building Products:
We achieved significant increases in both revenues and profits for the Building Products segment in FY24. All businesses
within this segment improved their backlog of contracted work, which should facilitate further revenue growth in FY25.
•
Syfon Systems maintained its position as the leading syphonic roof stormwater drainage company in Australia and
Southeast Asia. Syfon remains committed to expanding into other key ASEAN markets using appropriate business
models for each location as part of its progressive geographic expansion strategy.
•
Tank Industries posted strong profits in its first full financial year of operation within the EVZ Group since its
acquisition in January 2023. The business co-located with Syfon during the year and is benefiting from the Building
Products group's strong senior management, systems, culture, and synergistic client base.
Energy and Resources:
•
Brockman Engineering increased its revenue but was unable to deliver the expected improvement in operating profit
due to a few pandemic legacy projects being impacted by labour shortages and cost inflation. Brockman remains a
leader in petrochemical and water tank construction, recurrent maintenance, and piping fabrication sectors. It will
leverage its competitive advantages of location, skills base, and relationships with major industry companies to
secure additional large contract wins in the upcoming financial year. Brockman expects to stabilise its revenue and
improve profit margin across its project portfolio in FY25.
•
TSF Power increased both revenue and operating profit during the FY24. The continued focus on technical excellence,
industry knowledge, and skilled staff will enable continued growth in FY25 as it expands its exposure to the renewable
gas power generation and standby power generation markets.
EVZ Limited
Chairmans Report
30 June 2024
As always, I extend my gratitude to the senior management team for their continued focus on business improvement through
a collaborative approach and a culture of innovation.
Sincerely
Graham Burns
Chairman
EVZ Limited
Contents
30 June 2024
1
Directors' report--------------------------------------------------------------------------------------------------------------------------------------------------------2
Corporate governance statement--------------------------------------------------------------------------------------------------------------------------------13
Auditor's independence declaration-----------------------------------------------------------------------------------------------------------------------------21
Statement of profit or loss and other comprehensive income--------------------------------------------------------------------------------------------22
Statement of financial position -----------------------------------------------------------------------------------------------------------------------------------23
Statement of changes in equity-----------------------------------------------------------------------------------------------------------------------------------24
Statement of cash flows --------------------------------------------------------------------------------------------------------------------------------------------25
Notes to the financial statements--------------------------------------------------------------------------------------------------------------------------------26
Consolidated entity disclosure statement----------------------------------------------------------------------------------------------------------------------60
Directors' declaration -----------------------------------------------------------------------------------------------------------------------------------------------61
Independent auditor's report to the members of EVZ Limited--------------------------------------------------------------------------------------------62
Shareholder information -------------------------------------------------------------------------------------------------------------------------------------------66
Corporate directory--------------------------------------------------------------------------------------------------------------------------------------------------68
General information
The financial statements cover EVZ Limited as a consolidated entity consisting of EVZ Limited and the entities it controlled at the end of,
or during, the year. The financial statements are presented in Australian dollars, which is EVZ Limited's functional and presentation
currency.
EVZ Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place
of business is:
115 / 838 Collins Street
Melbourne Vic 3008
Telephone: (03) 95455288
Email: pieter.vanderwal@evz.com.au
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which
is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2024. The directors have
the power to amend and reissue the financial statements.
EVZ Limited
Directors' report
30 June 2024
2
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the
'consolidated entity') consisting of EVZ Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at
the end of, or during, the year ended 30 June 2024.
Directors
The following persons were directors of EVZ Limited during the whole of the financial year and up to the date of this report, unless
otherwise stated:
Graham Burns
Robert Edgely
Ian Luck
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of:
●
Design, manufacture, service and maintenance of large steel tanks for use in the water, petrochemical and chemical industries.
●
Design, construction, on-site installation, maintenance and shutdown engineering services to the mining, wood chip,
petrochemical, aluminium, glass, cement, defence and agriculture industries.
●
Design, and installation of syphonic roof drainage systems to major buildings including airports, shipping centres and sporting
venues throughout Australia and South East Asia.
●
Design, installation and maintenance of clean energy solutions, base and back-up power generation equipment, communications
equipment, marine installations and provision of mobile generation capabilities.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Operating & financial review
The profit for the consolidated entity after providing for income tax amounted to $2,138,924 (30 June 2023: $1,446,276).
The Directors provide the following comments for the financial year:
●
Revenue grew by 7% to $119M, led by Syfon and Tank Industries in the Building Products sector and TSF Power in the Energy and
Resources sector.
●
Net Profit after tax improved by 48% to $2.1M, primarily due to increased profits in Syfon Systems, Tank Industries, and TSF
Power. Conversely, Brockman Engineering delivered less than our expectations as it concluded several projects that were heavily
impacted by labour shortages and cost inflation. With these Brockman projects completing the Group are expected to generate
improved profits during FY25.
●
The strategic drivers remain the consistent improvement in margins, the addition of product and service pathways that are less
dependent on contracting and increasing scale of revenue and earnings in current or through acquired businesses.
Please also refer to the Chairmans letter for more detail on the operating results.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated
entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Likely developments and expected results of operations
The Group will continue its focus on investing in growth across all its businesses and looking for opportunities to acquire businesses that
fast track the growth of the Company.
EVZ Limited
Directors' report
30 June 2024
3
Business risks
The board and management recognise that risk is inherent across the Group and that we are unable to provide certainty of the expected
results of its activities, or that any or all of these likely activities will be achieved. The material business risks faced by the Group that
could influence the Groups prospects, and how the Group manages those risks, are outlined below.
Risk description
Nature of risk
Mitigating actions
Worksite safety
Occupational Work, health & Safety (OHWS) obligations,
critical safety incident or significant crisis.
Compliance with all WorkSafe laws and regulations and
employ appropriately qualified safety professionals in
each business to maintain our system compliance on site.
Delivery
execution risk
The timely and efficient delivery of our clients’ projects
are critical to their satisfaction and retention. Delivery
execution risk arises from delays, cost overruns, poor
scope definition and change management, labour
shortages, safety and quality issues in delivering projects.
To mitigate delivery execution risk, the group employs
several strategies. We focus closely on reducing or
eliminating contract and scope risk at project inception.
We implement standard project management
methodologies to ensure clear project timelines,
resource planning and allocation. We constantly update
our project risk register to ensure focus is maintained on
delivering quality outcomes on time and on budget.
Employment
recruitment and
retention
Loss of key people may lead to loss of critical skills,
knowledge and experience, which may disrupt workflow,
or impact relationships with clients.
EVZ strives to create a positive, can-do work environment
that fosters employee engagement and satisfaction. EVZ
offers competitive remuneration packages and conducts
regular performance reviews to support its people and
identify any potential issues early on.
Dynamic succession planning and knowledge sharing help
mitigate any potential loss of knowledge from employee
movements.
Credit risk
Lack of payment by a major project client due to
contractual dispute or client insolvency.
Actively manage the commercial risk of the business
including detailed credit checks before entering contracts
and, post contract execution, ensuring careful
management of the client contracting structure to
minimise the chance of financial loss.
Loss of customers A loss of a key customer may negatively impact the
financial success of the business.
The group constantly strive to meet or exceed customers’
expectations for projects delivered.
Information
security,
including cyber-
attacks.
EVZ group may be exposed to an event or events which
may result in the groups digitally stored information
being unavailable, lost, stolen, copied or otherwise
compromised with adverse consequences for the
business.
Regularly update and invest in our IT security strategy by
focusing on key success factors such as:
- Diversified file storage platforms;
- Regular training and awareness of all employees;
- Central management, with a robust and common
strategy and policy across EVZ group; and
- Continual focus and improvement.
Climate change
Transition Risks – driven by policy, regulation, technology
development, reputation, and market shifts in current
goals to decarbonise.
Physical Risks – driven by extreme weather and long-
term shifts in climate patterns that have direct impacts.
EVZ recognises the interconnectedness of climate and
sustainability issues within its operations and has
introduced the following to progressively address them:
- Adoption of a sustainability strategic framework
- Ongoing monitoring of market conditions
- Shift to cloud-based data management.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
EVZ Limited
Directors' report
30 June 2024
4
Information on directors
Name:
Graham Burns
Title:
Non-Executive Chairman
Age:
69
Qualifications:
Master of Business Administration in Technology from the Australian Graduate School of
Management
Fellow of the Australian Institute of Company Directors.
Experience and expertise:
Extensive managerial skills and experience in the property, retail and manufacturing sectors.
Currently CEO of Hunter Land which is a significant industrial developer in regional New South
Wales.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Member of the the Remuneration, Audit and Nomination Committees
Interests in shares:
12,293,264 ordinary shares
Name:
Robert Edgley
Title:
Non-Executive Director
Age:
59
Qualifications:
Bachelor degree in Economics from Monash University
Degree in Japanese language
Experience and expertise:
Significant experience and skills in strategic planning, performance management and marketing
and has proven abilities in building business. His career has been predominantly focused in
international finance and investment banking in Australia, the UK and throughout Asia.
Other current directorships:
Way 2 VAT Ltd (ASX code: W2V). Appointed 15 Sep 2021
Former directorships (last 3 years):
Self Wealth Limited (ASX code: SWF). Appointed 16 April 2019; Resigned 30 June 2023
Special responsibilities:
Chairman of the Audit Committee and a member of the Remuneration and Nomination
Committees.
Interests in shares:
300,000
Name:
Ian Luck
Title:
Non-Executive Director
Age:
72
Qualifications:
Bachelor of Technology, Civil Engineering
Fellow of the Institute of Engineers Australia
CPEng (Ret)
Experience and expertise:
Significant experience in the engineering and construction sector with 49 years experience in
business leadership, strategy and governance roles that focus on creating high performing
teams to deliver outstanding growth and profitability. Previously he has been the Managing
Director of Baulderstone, a Non-Executive Director of McConnell Dowell and a key manager in
Leighton Contractors.
Other current directorships:
None
Former directorships (last 3 years):
McConnel Dowell Corporation Ltd
Special responsibilities:
Chairman of the Remuneration Committee and member of the Audit Committee and
Nomination Committee
Interests in shares:
825,000
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types
of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
The Company Secretary is Pieter van der Wal. He was appointed 4 September 2017. Mr van der Wal has a Bachelor of Business and is
a Chartered Accountant with company secretarial experience.
EVZ Limited
Directors' report
30 June 2024
5
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30
June 2024, and the number of meetings attended by each director were:
Full Board
Nomination and Remuneration
Committee
Audit and Risk Committee
2024
Attended
Held
Attended
Held
Attended
Held
G Burns
13
14
6
6
2
3
R Edgley
13
14
6
6
3
3
I Luck
14
14
6
6
3
3
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
Remuneration report (audited)
This report details the nature and amount of remuneration for Key Management Personnel.
Key Management Personnel are the non-executive directors and employees who have authority and responsibility for planning, directing
and controlling the activities of the Company.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The remuneration policy of the Company has been designed to align Director and Executive remuneration with shareholder and business
objectives by providing a fixed remuneration component and where appropriate offering specific short and long-term incentives based
on key performance areas affecting the Group’s financial results. The Board believes the remuneration policy to be appropriate and
effective in its ability to attract and retain the best Directors and Executives to govern and manage the Group, as well as to create goal
congruence between Directors, Executives and Shareholders.
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is
separate.
Non-executive directors remuneration
The Board’s policy is to remunerate Non-Executive Directors at appropriate market rates. The Remuneration Committee recommends
the fee structure for Non-Executive Directors which will be determined by reference to market practice, duties performed, time,
commitment and accountability. Director fees are reviewed annually by the Remuneration Committee.
The Remuneration Committee may seek independent advice in determining appropriate fee structures for Directors.
The maximum aggregate amount of fees payable to Non-Executive Directors is subject to approval by shareholders at the Annual General
Meeting. Fees for Non-Executive Directors are not linked to the performance of the Group. However, to align Directors’ interests with
shareholder interests, the Directors are encouraged to hold shares in the Company and may be able to participate in any employee
share/option plan introduced.
All remuneration paid to Directors is valued at the cost to the Company and expensed.
Executive remuneration
The group changed its Operating Segments during the financial period (refer note 3) and appointed executive managers to each of the
new segments accordingly. As a result of this restructure, management below this level are no longer considered Key Management
Personnel (refer note 27) and have been removed from the remuneration report.
EVZ Limited
Directors' report
30 June 2024
6
The Board’s policy for determining the nature and amount of remuneration for key senior Executives for the Group is as follows:
●
The remuneration policy, setting the terms and conditions for Executive officers, was developed by the Remuneration Committee,
and approved by the Board after seeking external advice where appropriate from external independent consultants
●
All Executives receive a base salary (which is based on factors such as their experience and length of service), superannuation,
fringe benefits and where appropriate performance incentives
The Remuneration Committee reviews Executive remuneration packages annually with reference to the Group’s performance, each
Executive’s performance and comparable information from industry sectors and listed companies in similar industries. The performance
of each Executive is measured against criteria agreed and is predominantly measured by comparing actual growth against forecast
growth of the Group’s profits and shareholders’ value. Bonuses and incentives will be linked to predetermined performance criteria. The
Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to
the Remuneration Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The
policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in
shareholder wealth.
Executives receive a superannuation guarantee contribution as required by the Government and do not receive any other retirement
benefits. Individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to
Executives is valued at the cost to the Company and expensed.
Performance based remuneration:
During the year to 30 June 2024, performance-based remuneration of $149,255 was paid to key management relating to the 2023
financial year performance. This amount had been accrued in the prior year. An amount of $124,643 has been accrued and is payable
relating to the 2024 financial year performance.
Short Term Incentives (STI)
The Remuneration Committee set certain key performance indicators for the key Executives in the Group to determine eligibility for STI
payments. The key performance indicators are quantitative measures based on business profitability and improvement in forward work
in hand. Both measures are considered to be drivers of shareholder value.
STI’s payable in relation to the 2024 year are $124,643 (2023: $149,255).
Long term incentives (LTI):
LTI’s, also linked to key performance indicators for the key Executives in the Group, were issued under the Company’s’ Directors’ and
Employees’ Benefits Plan.
The Key Performance Indicators (“KPIs”) used to measure performance for these incentives are group profit growth, earnings per share
growth and cashflow. These KPIs are measured over a three-year performance period and were chosen because they are aligned to
shareholder wealth creation. For each component of the LTI against a KPI no award is made where performance falls below the minimum
threshold for that KPI
Shareholders had previously approved the EVZ Directors’ and Employees’ Benefits Plan (the “Plan”) which allows employees, Directors
and others (“Eligible Persons”) to be granted shares, options and performance rights in the Company. The object of this Plan is to help
the Company recruit, reward, retain and motivate its employees and Directors.
Such shares, options and performance rights would be offered only to those Eligible Persons entitled to receive an invitation. Those
Eligible Persons would be:
●
a Director, or Secretary of a Group Company;
●
an employee in permanent full-time or permanent part-time employment of a Group Company; or
●
a contractor to a Group Company who is selected by the Board to participate in the Plan
There are no share options issued at 30 June 2024 (2023: Nil).
No LTI’s have been granted to Directors.
EVZ Limited
Directors' report
30 June 2024
7
Invitations to Eligible Persons will be made by the Board and may be made subject to such conditions and rules as the Board determines,
including:
●
In the case of Options, the exercise period, the exercise price and the exercise conditions.
●
In the case of Shares, the issue price payable on acceptance of the application by the Company and issue of the shares and any
other specific terms and conditions of issue.
●
In the case of Performance Rights, the performance criteria and the performance period in which those performance criteria must
be satisfied.
The issue of any securities (including options or performance rights) issued to any Director or their associates will still require shareholder
approval under ASX Listing Rule 10.14.
The maximum number of shares issued pursuant to the Plan would be not more than 5% of the equity interests in the Company.
Consolidated entity performance, shareholder wealth and link to directors and executives remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and Directors and Executives.
In considering the impact of the Group’s performance on shareholder wealth and the related rewards earned by executives, the
Remuneration Committee had regard to the following measures over the years below:
2024
2023
2022
2021
2020
$
$
$
$
$
Group Performance measures for Remuneration
$ Profit / (Loss) after tax
2,138,924
1,446,276
894,680
3,403,148
(2,751,440)
$ Net Assets
32,576,976
30,444,015
29,067,293
24,446,853
21,205,223
Earnings per share (basic in cents)
1.77
1.20
0.89
3.54
(2.86)
% Change in share price
-
(26.30)
18.80
128.60
(61.10)
Details of remuneration
Amounts of remuneration
The remuneration, paid or payable, for each Director and each of Key Management Personnel of the Group during the year was as
follows:
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Long service
Equity-
and fees
bonus
monetary
annuation
leave
settled
Total
2024
$
$
$
$
$
$
$
Non-Executive Directors:
G Burns
107,067
-
-
-
-
-
107,067
R Edgley
72,100
-
-
-
-
-
72,100
I Luck
72,100
-
-
-
-
-
72,100
Other Key Management
Personnel:
S Farthing
455,458
24,863
-
27,399
-
11,520
519,240
P van der Wal
289,268
20,400
-
27,399
-
9,408
346,475
A Bellgrove
349,211
79,380
36,423
27,675
-
29,845
522,534
1,345,204
124,643
36,423
82,473
-
50,773
1,639,516
EVZ Limited
Directors' report
30 June 2024
8
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Long service
Equity-
and fees
bonus
monetary
annuation
leave
settled
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors:
G Burns
90,334
-
-
-
-
-
90,334
R Edgley
56,333
-
-
-
-
-
56,333
I Luck
56,333
-
-
-
-
-
56,333
Other Key Management
Personnel:
S Farthing
429,946
35,163
-
25,292
-
68,600
559,001
P van der Wal
267,359
29,063
-
25,113
-
30,320
351,855
A Bellgrove
313,111
85,029
37,271
25,292
-
19,880
480,583
1,213,416
149,255
37,271
75,697
-
118,800
1,594,439
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
2024
2023
2024
2023
2024
2023
Non-Executive Directors:
G Burns
100%
100%
-
-
-
-
R Edgley
100%
100%
-
-
-
-
I Luck
100%
100%
-
-
-
-
Other Key Management Personnel:
S Farthing
93%
82%
5%
6%
2%
12%
P Van der Wal
91%
83%
6%
8%
3%
9%
A Bellgrove
79%
78%
15%
18%
6%
4%
The proportion of the cash bonus paid/payable or forfeited is as follows:
Cash bonus paid/payable
Cash bonus forfeited
Name
2024
2023
2024
2023
Other Key Management Personnel:
S Farthing
13%
19%
87%
81%
P Van der Wal
21%
39%
79%
61%
A Bellgrove
63%
91%
37%
9%
Service agreements
Remuneration and other terms of employment for key Executives are formalised in employment service agreements. Each of these
agreements may provide for the provision of other benefits including car allowances. These agreements have no fixed term. There are
no other standard termination provisions excluding notice periods. Notice periods are generally between three and six months.
EVZ Limited
Directors' report
30 June 2024
9
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2024
are set out below:
Name
Date
Shares
Exercise price
S Farthing
07/09/2023
290,000
$0.00
P Van der Wal
07/09/2023
148,000
$0.00
A Bellgrove
07/09/2023
32,000
$0.00
Performance Rights
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management
personnel in this financial year or future reporting years are as follows:
Fair value
Vesting date and
per
performance
right
Grant date
exercisable date
Expiry date
Exercise price
at grant date
01/08/2021
30/06/2024
01/08/2024
$0.00
$0.16
12/08/2022
30/06/2025
12/08/2025
$0.00
$0.19
23/08/2023
30/06/2026
23/08/2026
$0.00
$0.14
Number of
Fair value
performance
rights
Vesting date and
per performance
right
Name
granted
Grant date
exercisable date
Expiry date
Exercise price
at grant date
S Farthing
1,000,000
01/08/2021
30/06/2024
01/08/2024
$0.00
$0.16
P Van der Wal
400,000
01/08/2021
30/06/2024
01/08/2024
$0.00
$0.16
A Bellgrove
400,000
01/08/2021
30/06/2024
01/08/2024
$0.00
$0.16
S Farthing
1,000,000
12/08/2022
30/06/2025
12/08/2025
$0.00
$0.19
P Van der Wal
400,000
12/08/2022
30/06/2025
12/08/2025
$0.00
$0.19
A Bellgrove
400,000
12/08/2022
30/06/2025
12/08/2025
$0.00
$0.19
S Farthing
1,000,000
23/08/2023
30/06/2026
23/08/2026
$0.00
$0.14
P Van der Wal
400,000
23/08/2023
30/06/2026
23/08/2026
$0.00
$0.14
A Bellgrove
400,000
23/08/2023
30/06/2026
23/08/2026
$0.00
$0.14
*
Fair value is determined based on the Company's ASX traded share price on grant date.
Performance rights granted as remuneration during the financial year:
Details of performance rights over ordinary shares granted, vested and lapsed for directors and other key management personnel as
part of compensation during the year ended 30 June 2024 are set out below:
Number of
Number of
Number of
performance
rights
performance
rights
performance
rights
%
Name
Grant date
Vesting date
Initially granted
vested
lapsed
Vested
S Farthing
01/08/2021
30/06/2024
1,000,000
80,000
920,000
8
P Van der Wal
01/08/2021
30/06/2024
400,000
80,000
320,000
20
A Bellgrove
01/08/2021
30/06/2024
400,000
124,000
276,000
31
EVZ Limited
Directors' report
30 June 2024
10
Fair value is based on the share price at grant date. Performance rights which have been granted expire at the end of the financial period
to which they relate if the targeted performance objectives are not met. The performance rights were granted on 1 August 2021 and
vested on award date of 30 June 2024. The company plans to allot the shares within 60 days of the date of this report.
Performance rights are granted as part of the long-term incentive scheme and are determined based on the measures and results of a
balanced scorecard analysis for each of key managements’ contribution to the business during the financial year. The measures are
determined by the Board and all incentive awards are at the discretion of the Board.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were
outstanding as at 30 June 2024.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of
compensation during the year ended 30 June 2024.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel
of the consolidated entity, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
remuneration
Additions
other
the year
Ordinary shares
G Burns
11,282,149
-
1,011,115
-
12,293,264
R Edgley
300,000
-
-
-
300,000
I Luck
825,000
-
-
-
825,000
S Farthing
2,016,840
290,000
-
-
2,306,840
P van der Wal
368,000
148,000
-
-
516,000
A Bellgrove
1,417,171
32,000
-
-
1,449,171
16,209,160
470,000
1,011,115
-
17,690,275
Performance rights holding
The number of performance rights over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
Lapsed/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year
Performance rights over ordinary shares
S Farthing
2,290,000
1,000,000
(290,000)
(920,000)
2,080,000
P van der Wal
948,000
400,000
(148,000)
(320,000)
880,000
A Bellgrove
832,000
400,000
(32,000)
(276,000)
924,000
4,070,000
1,800,000
(470,000)
(1,516,000)
3,884,000
Balance
exercisable at
Vested and
Vested and
the end of
exercisable
unexercisable
the year
Performance rights over ordinary shares - Vested and exercisable
S Farthing
80,000
-
80,000
P van der Wal
80,000
-
80,000
A Bellgrove
124,000
-
124,000
284,000
-
284,000
EVZ Limited
Directors' report
30 June 2024
11
Performance rights which have been granted expire at the end of the 3 year financial period to which they relate if the service condition
and targeted performance objectives are not met. The company plans to allot the vested performance rights within 90 days of the date
of this report.
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of EVZ Limited under option outstanding at the date of this report.
Shares under performance rights
Unissued ordinary shares of EVZ Limited under performance rights at the date of this report are as follows:
Exercise
Rights vested
Grant date
Expiry date
price
and unissued
01/08/2021
01/08/2024
$0.00
284,000
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share
issue of the company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of EVZ Limited issued on the exercise of options during the year ended 30 June 2024 .
Shares issued on the exercise of performance rights
The following ordinary shares of EVZ Limited were issued during the year ended 30 June 2024 on the exercise of performance rights
granted:
Exercise
Number of
Date performance rights granted
price
shares issued
30/09/2020
$0.00
470,000
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive,
for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company
against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or
any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any
related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
EVZ Limited
Directors' report
30 June 2024
12
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately
after this directors' report.
Auditor
Grant Thornton continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Graham Burns
Chairman
26 August 2024
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
13
Introduction
The Board of the Company is committed to protecting shareholders’ interests and ensuring investors are fully informed about the
performance of the Company’s business. The Directors have undertaken to perform their duties with honesty, integrity, care and
diligence, according to the law and in a manner that reflects the highest standards of corporate governance.
The policies and practices of the Company are in accordance with the ASX Corporate Governance Council’s “Corporate Governance
Principles and Recommendations – 4th Edition”.
Unless otherwise indicated, the best practice principles of the ASX Corporate Governance Council and suggested disclosures, have been
adopted by the Company for the year ended 30 June 2024 as relevant to the size and complexity of the Company and its operations.
The Corporate Governance Statement is current at the date of approval of the annual report and has been approved by the Board of
Directors.
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1: Board charter and the respective roles and responsibilities of the Board and management.
The Board charter sets out the function and responsibilities of the Board. The Directors of the Company are accountable to shareholders
for the proper management of business and affairs of the Company.
The key Board functions and responsibilities include:
•
demonstrating leadership;
•
defining the Company’s purpose and setting its strategic objectives, including general and specific goals and reviewing actual results
against those objectives, which are aimed at meeting stakeholders’ objectives and managing business risk;
•
overseeing management in its implementation of the Company’s strategic objectives, instilling the Company’s values and monitoring
performance generally;
•
establishing and maintaining policies directed to ensuring that the Company complies with the law and conforms to the highest
standards of financial and ethical behaviour;
•
ensuring that appropriate risk management systems, internal control and reporting systems and compliance frameworks are in place
and are operating effectively;
•
assessing the necessary and desirable competencies of Board members, review Board succession plans, evaluate its own
performance and consider the appointment and removal of Directors;
•
considering executive remuneration and incentive policies, the Company’s recruitment, retention and termination policies and
procedures for senior management and the remuneration framework for non-executive directors;
•
monitoring financial performance;
•
approving decisions concerning the capital, including capital restructures, and dividend policy of the Company; and
•
monitoring the effectiveness of the Company’s governance practices.
The Board delegates responsibility for day-to-day management of the Company to the Chief Executive Officer (CEO), subject to certain
financial limits. The CEO must consult the Board on matters that are sensitive, extraordinary, of a strategic nature or matters outside the
permitted financial limits.
Recommendation 1.2: Director and senior management appointments
Non-Executive Directors appointed during the year hold office until the next annual general meeting, where they must stand for re-
election. Each year one third of the Board of Directors (excluding the Managing Director) must retire and if they wish seek re-election at
the annual general meeting. Board support for a Director’s re-election is not automatic and is subject to satisfactory Director
performance.
Appropriate background checks are undertaken before a Director is nominated. At the annual general meeting shareholders are provided
with all material information concerning the Director seeking election or re-election.
Recommendation 1.3: Terms of appointment
The Company has written agreements with all senior executives setting out the terms of their appointment. Written agreements have
now been implemented for all new director appointments. The duties of the Directors as detailed above were provided to all directors.
Recommendation 1.4: Company secretary
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
14
The appointment and removal of the Company Secretary is a decision of the Board. The Company Secretary is accountable directly to the
Board, through the Chairman, on all matters relating to the proper functioning of the Board and is responsible for ensuring compliance
with Board procedures and governance matters. All Directors have direct access to the Company Secretary.
Recommendation 1.5: Diversity policy
The Group’s ultimate success is under-pinned by its employees. To maximise success, the Group encourages a diverse population of
employees within its operations.
Diversity is defined to include race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education,
skill levels, family status, religious, political and other beliefs and work styles. The Group recognises that differences in ideas,
backgrounds, patterns of thinking and approaches to work can generate value for the Group’s stakeholders: its customers, shareholders,
personnel and the communities in which it operates. It is the Group’s policy to promote these differences within a productive, inclusive
and performance-based environment in which everybody feels valued, where their skills are fully utilised, their performance is recognised,
professional accountability is expected and organisational goals are met.
The Group’s approach to diversity is based on the following objectives:
•
retain, promote and hire the best people possible, focusing on actual and potential contribution in terms of performance,
competence, collaboration and professional accountability;
•
foster an inclusive culture and ensure that current and future employee opportunities are based on competence and performance,
irrespective of race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, family
status, religious, political and other beliefs and work styles. This includes being intolerant of behaviour that denigrates or otherwise
diminishes such attributes or that discriminates on the basis of such attributes;
•
create and manage appropriate human resource processes which take a unified and talent-based approach to recruitment, training
and development, performance management, retention and succession planning;
•
provide a fair level of reward in order to attract and retain high calibre people – and build a culture of achievement by providing a
transparent link between reward and performance; and
•
be compliant with all mandatory diversity reporting requirements.
The Group’s measurable objective and current gender profile:
The Group’s measurable objective for increasing gender diversity is to increase the representation of women at all levels of its
organisation over time. The Group’s progress towards achieving that objective, along with the proportion of women employees within
the Group, women in senior Executive positions and women non-executive directors, is set out in the table below:
2024
2023
Measure
No.
%
No.
%
Women employees
27
7.0
24
6.3
Women senior executives *
-
-
-
-
Women non-executive directors
-
-
-
-
* This includes both employees and specific contractors engaged by the Group.
Recommendation 1.6: Board and committee performance
The Board and its committees undertook self-assessment in accordance with their relevant charters during the financial year. The
Chairman conducts annual one-on-one personal performance discussions with each of the individual Directors.
The Board was provided with all company information it needed in order to effectively discharge its responsibilities and were entitled to,
and did, request additional information when considered necessary or desirable.
Recommendation 1.7: Senior executive performance
Reviews of the performance of Senior Executives are undertaken annually against established key performance indicators. At the same
time goals and targets for the coming year are discussed and implemented. The annual evaluation of the CEO’s performance is a specific
function of the Remuneration Committee.
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
15
Principle 2: Structure the board to be effective and add value
Recommendation 2.1: Nomination committee
The Company has a duly appointed nomination committee. The committee operates pursuant to a nomination committee charter. The
charter sets out the responsibilities of the committee including reviewing Board succession plans to ensure an appropriate balance of
skills and expertise, developing policies and procedures for the appointments of Directors and identifying Directors with appropriate
qualifications to fill Board committee vacancies. The term of Non-Executive Directorships is set out in the Company’s constitution.
Given the size of the Board, the Board has determined it appropriate for the nomination committee to consist of the full Board of
Directors.
Recommendation 2.2 and 2.3: Board composition
The Company’s Board is comprised of Non-Executive Directors.
Details of Directors and skills are detailed in the following tables:
Director
Term in office
Qualifications
Status
Graham Burns
Appointed 1 February 2008
MBA (Tech), FAICD
Not Independent
Robert Edgley
Appointed 26 August 2011
B Ec
Independent
Ian Luck
Appointed 3 July 2017
B Tech. Civil Engineering, FIE
Australia, CPEng (Ret).
Independent
Areas of competence and skills of the board of directors are as follows:
Area
Competence and skills
Business leadership
Leadership
Public listed company experience
Accounting expertise
Business strategy
Corporate turnarounds
Corporate financing
Mergers and acquisitions
Risk management
Business & Finance
Commercial agreements
Corporate governance
Sustainability and Stakeholder management
Remuneration
Market and Industry
Financial services expertise
Geographical experience
International
International business management
Recommendation 2.4 & 2.5: Director independence & Independence of the chairman
Directors of EVZ Limited all non-executive and are considered to be independent when they are not aligned with the interests of
management or a substantial shareholder. Independent directors are free of any interest, position or relationship that might influence,
or could reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues
before the Board and to act in the best interest of the Company as a whole, rather than in the interests of an individual shareholder or
other party.
In the context of director independence, ‘materiality’ is considered from both the Company and individual director perspective. The
determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be
quantitatively immaterial if it is equal to or less than 5% of the appropriate base amount. It is presumed to be material (unless there is
qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount.
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
16
Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the
relationship and the contractual or other arrangements governing it and any similar factors.
When assessing the independence of a Director, the Board considers the definition of independence, and the factors set out in Box 2.4
of the ASX Corporate Governance Principles and Recommendations. In accordance with the definition of independence, and the
materiality thresholds set, Mr Edgley and Mr Luck are both considered to be independent directors, representing the majority of the
Board. The Board considers the depth of Company and industry knowledge and experience possessed by Non-Executive Director, Mr
Burns, is of great benefit and value to the Company.
The Board believes that while the Chair is not independent, the current composition of the Board with its combined skills and capability,
and its mix of experience, best serve the interests of the shareholders.
The role of Chair and Chief Executive Officer are not exercised by the same individual. In addition, there are procedures in place, agreed
by the Board, to enable directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.
Profiles of the directors are set out in this annual report. All directors are subject to retirement by rotation in accordance with the
Company’s constitution but may stand for re-election by the shareholders. The composition of the board is determined by the board and,
where appropriate, external advice is sought. The board has adopted the following principles and guidelines in determining the
composition of the board:
To be independent, a director ought to be non-executive and:
•
not a current executive of the Company;
•
ideally not held an executive position in the Company in the previous three years;
•
not a nominee or associate of a shareholder holding more than 10% of the Company’s shares;
•
not significantly involved in the value chain of the organisation, either upstream or downstream; and
•
not a current advisor to the Company receiving fees or some other benefit, except for approved director’s fees.
Directors are encouraged to be long term shareholders in the Company. Directors shareholdings are disclosed in the annual report. Any
change in directors’ shareholdings are disclosed in accordance with ASX Listing Rules.
Recommendation 2.6: Induction and training
Any new director will receive a letter of appointment. Directors are provided access to the Company’s policies including the board’s
charter. At board meetings directors receive regular updates and also undertake site visits, attend customer and financier meetings as
required. These assist directors to keep abreast of relevant market and industry developments.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1: Articulation and disclosure of values
The Company has formulated core values which all directors, senior executives and employees are expected, at a minimum, to follow.
The core values are included in the corporate governance section of the Company’s website.
Recommendation 3.2: Code of conduct
The Company has developed a code of conduct to guide all of the Company’s employees, particularly directors, the CEO, the CFO and
other senior executives, in respect of ethical behaviour. A copy of the code is available on its website.
These codes are designed to maintain confidence in the Company’s integrity and the responsibility and accountability of all individuals
within the Company for reporting unlawful and unethical practices.
These codes of conduct embrace such areas as:
•
conflicts of interest
•
corporate opportunities
•
confidentiality
•
fair dealing and trade practices
•
protection of assets
•
compliance with laws, regulations and industry codes
•
security trading
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
17
•
commitment to and recognition of the legitimate interests of stakeholders
Recommendation 3.3: Whistleblower policy
The Company has a Whistleblower protection policy in place (Whistleblower Policy), a copy of which is available on its website.
The Whistleblower Policy Encourages all employees to speak out if they have concerns about unethical, unlawful, or irresponsible
behaviour within the Company. The Company has established an external helpline to assist reporting, which can be done online and
anonymously if preferred. The CEO and CFO are informed of all incidents reported under the Whistleblower policy. The CEO and CFO
will inform the board of any material incidents reported under the Whistleblower policy.
Recommendation 3.4: Anti-bribery and corruption policy
The Company has established an anti-bribery and corruption policy which is disclosed on the Company’s website. This policy is a particular
focus for the Board, as the company operates across multiple divisions and has exposure to foreign markets and cultures outside of
Australia. It is a requirement of the policy that the board of directors be informed of any material breaches of the policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1: Audit committee
The Board-appointed audit committee operates in accordance with the audit committee charter. The details of the committee meetings
held during the year and attendance at those meetings are detailed in the directors’ meeting schedule in the directors’ report.
The audit committee consists of:
•
Robert Edgley - Chairperson
•
Ian Luck
•
Graham Burns
Each of the members of the committee is a Non-Executive Director and the Chairman of the committee is not the Chairman of the Board.
Mr Edgley and Mr Luck are both considered to be independent, representing the majority of the committee. Refer further commentary
around independence at recommendation 2.5 above. The CEO and the CFO/Company Secretary may attend the meetings at the invitation
of the committee. All members of the committee are financially literate (i.e. they are able to read and understand financial statements)
and have an understanding of the industry in which the Company operates.
The audit committee provides an independent review of:
•
financial information produced by the Company;
•
the accounting policies adopted by the Company;
•
the effectiveness of the accounting and internal control systems and management reporting which are designed to safeguard
company assets;
•
the quality of the external audit functions;
•
external auditor’s performance and independence as well as considering such matters as replacing the external auditor where and
when necessary; and
•
identifying risk areas.
Recommendation 4.2: CEO and CFO assurance
The CEO and CFO have provided to the Board formal declarations that the integrity of the financial statements is founded on a system of
risk management and internal control which supports the policies adopted by the Board and that the Company’s risk management and
internal control system is operating effectively in all material respects to manage the Company’s material business risks.
Recommendation 4.3: Integrity of corporate reports
The Company’s periodic corporate reports are subject to comprehensive review and auditing. The process ensures that the Company is
satisfied that any reports that are issued by the Company are materially accurate, balanced and provide investors with appropriate
information to make informed investment decisions.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1: Continuous disclosure
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
18
The board recognises that the Company, as an entity listed on the ASX, has an obligation to make timely and balanced disclosure in
accordance with the requirements of the Australian Securities Exchange Listing Rules and the Corporations Act 2001. The board also is
of the view that an appropriately informed shareholder base and market is essential to an efficient market for the Company’s securities.
The board is committed to ensuring that shareholders and the market have timely and balanced disclosure of material matters concerning
the Company.
In demonstration of this commitment, the Company has adopted a continuous disclosure policy which can be accessed under the
corporate governance section of the Company’s website.
Recommendation 5.2: Board to receive copies of material market announcements
The Company secretary ensures that the board receives timely copies of all material market announcements made in accordance with
the continuous disclosure requirements. The Company’s continuous disclosure policy can be accessed under the corporate governance
tab of the Company’s website.
Recommendation 5.3: Investor / Analyst presentations
As documented in the Company’s continuous disclosure policy, when the Company gives a new and material investor or analyst
presentation, a copy of the presentation materials are provide to the ASX ahead of the presentation. The Company’s continuous
disclosure policy can be accessed under the corporate governance tab of the Company’s website.
Principle 6: Respect the rights of security holders
Recommendation 6.1: Company website
The Company provides information about itself and its governance procedures to its investors via its website. The corporate governance
policies are disclosed on the website through a specific corporate governance tab, as are copies of annual reports, and biographies for
directors and key management.
Recommendation 6.2: Investor relations program
Investor updates:
The Company provides regular investor updates via the ASX website to communicate the Company’s performance and strategies. These
updates typically focus on the Company’s financial performance and strategies.
Annual general meeting and annual reports:
The Company’s Annual General Meeting enables security holders to engage directly with the board and key management. The CEO and
Company Secretary also meet with security holders upon request and respond to any inquiries that may be made from time to time. The
Company’s annual report and associated investor presentation are released to the ASX and copies are available on the Company’s
website.
Regular release of financial information:
The Company financial results are announced every 6 months with full year results released via the ASX in August and half year results in
February. In between full and half year results, the Company also releases material information on contract wins and other relevant
information to the ASX throughout the year as events occur.
Recommendation 6.3: Participation at meetings by security holders
The Company’s AGM provides shareholders with the opportunity to vote on resolutions recommended by the board, hear directly from
the board and CEO and ask questions of the board.
The Company’s AGM is usually held in November. The Chairman and CEO’s AGM presentations and voting results are released to the
ASX on the day of the meeting.
Recommendation 6.4: Substantive resolutions decided by poll
All substantive resolutions are decided by poll, rather than by a show of hands.
Recommendation 6.5: Electronic communication
The Company provides security holders with the option to receive communications from the entity and its security registry, such as notice
of meetings, explanatory memorandums, proxy forms and annual reports electronically. A corporate email address is provided via the
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
19
Company’s website to allow security holders to communicate with the Company. The Company’s share registry provider remains
Computershare.
Since 2020, the Company has ceased producing hard printed copies of its annual report for environmental reasons. Shareholders who
have registered to receive electronic communication from the Company’s share register will receive access to an electronic copy of the
annual report together with the notice of annual general meeting.
Arrangements for hard copy annual reports can be made by request via the corporate email address on the Company’s website.
Principle 7: Recognise and manage risk
Recommendation 7.1: Risk committee
Overall risk management is the responsibility of the Risk Committee and covered within that committee’s charter.
A copy of the charter is available on the company’s website.
Recommendation 7.2: Risk management framework
The Risk Committee has implemented a Risk Register matrix framework under which, matters of higher risk or higher likelihood of
occurrence are reported at least monthly to the Board. In addition, a monthly project risk report is tabled at Board meetings for
consideration.
Recommendation 7.3: Internal audit
The Company does not currently have any internal audit function. The Board considers that given the Company’s current size there is no
benefit in having an internal audit function. Independent advice will be sought as necessary. The Board has overall responsibility for the
identification, assessment, management and monitoring of the risks faced by the Company.
Recommendation 7.4: Environmental and social risks
EVZ Group is committed to operating within a defined Environmental, Social and Governance Framework (ESG) that provides our
investors, employees, and all other stakeholders with assurance that the Board and senior management are focused on leading an ethical
and sustainable business. EVZ Group is committed to acting ethically and with integrity in all its business dealings and relationships.
Accordingly, EVZ Group has developed an ESG framework outlining the Groups commitment to continuous improvement in response to
the ever-evolving business landscape. A copy of the Groups ESG framework can be obtained on its website at the following location:
https://evz.com.au/assets/images/site/2023/05/EVZ-Limited-ESG-Framework-May-2023.pdf
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 and 8.2: Remuneration committee and policies
The Company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter.
The remuneration committee consists of:
•
Ian Luck
•
Graham Burns
•
Rob Edgley
The Company’s approach to remuneration is set out in the Remuneration Report contained within this annual report.
The primary responsibilities of the remuneration committee are:
•
Establish appropriate remuneration policies for directors, the CEO and other senior executives which are effective in attracting
and/or retaining the best directors and executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between
shareholders, directors and executives.
•
Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance
guidelines.
Non-executive directors are remunerated by way of fees. They may receive options (subject to shareholder approval) but there is no
scheme for retirement benefits, other than statutory superannuation. Executives are paid a salary and may be provided, under the
EVZ Limited
Corporate governance statement
For the year ended 30 June 2024
20
directors’ and employees’ benefits plan, with shares, performance rights and/or options and bonuses as part of their remuneration and
incentive package.
There are no executive directors.
Recommendation 8.3: Equity based remuneration scheme
There is currently in place an EVZ Directors’ and Employees’ Benefits Plan (the “Plan”) which allows employees, directors and others
(“Eligible Persons”) to be granted shares, options and performance rights in the Company. The object of this plan is to help the Company
recruit, reward, retain and motivate its employees and directors.
Such shares, options and performance rights would be offered only to those eligible persons entitled to receive an invitation. Those
eligible persons would be:
•
a director or secretary of a group company;
•
an employee in permanent full-time or permanent part-time employment of a group company; or
•
a contractor to a group company.
Recommendation 8.3: Equity based remuneration scheme (continued)
Invitations to eligible persons will be made by the board and may be made subject to such conditions and rules as the board determines,
including:
•
In the case of options, the exercise period, the exercise price and the exercise conditions.
•
In the case of shares, the issue price payable on acceptance of the application by the Company and issue of the shares and any other
specific terms and conditions of issue.
•
In the case of performance rights, the performance criteria and the performance period in which those performance criteria must
be satisfied.
The issue of any securities (including options or performance rights) issued to any director, or their associates will still require shareholder
approval under ASX Listing Rule 10.14.
The maximum number of shares issued pursuant to the plan would be not more than 5% of the equity interests in the Company.
*** End of corporate governance statement ***
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Auditor’s Independence Declaration
To the Directors of EVZ Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of EVZ Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there
have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 26 August 2024
21
EVZ Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
22
Revenue
Sales
3
118,908,415
111,200,389
Other Revenue
7,705
-
118,916,120
111,200,389
Cost of Sales
(101,499,596)
(96,332,056)
Gross profit
17,416,524
14,868,333
Other income
(68,397)
34,141
Interest received
43,907
108,120
Expenses
Corporate costs
(2,118,377)
(1,871,345)
Administration
(12,874,362)
(11,415,016)
Finance costs
4
(580,880)
(298,398)
Profit before income tax benefit
1,818,415
1,425,835
Income tax benefit
5
320,509
20,441
Profit after income tax benefit for the year attributable to the owners of EVZ Limited
2,138,924
1,446,276
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation of foreign operation
185,620
(188,354)
Other comprehensive income for the year, net of tax
185,620
(188,354)
Total comprehensive income for the year attributable to the owners of EVZ Limited
2,324,544
1,257,922
Cents
Cents
Basic earnings per share
31
1.77
1.20
Diluted earnings per share
31
1.69
1.14
EVZ Limited
Statement of financial position
As at 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
23
Assets
Current assets
Cash and cash equivalents
6
8,365,542
9,268,155
Trade and other receivables
7
20,129,097
20,675,650
Contract assets
8
4,796,260
2,547,698
Inventories
9
3,747,014
3,494,723
Financial assets
10
267,878
235,575
Total current assets
37,305,791
36,221,801
Non-current assets
Trade and other receivables
7
1,219,845
1,118,241
Property, plant and equipment
12
7,010,585
6,533,977
Right-of-use assets
11
3,751,905
1,263,152
Intangibles
13
12,072,010
12,072,010
Deferred tax asset
5
3,030,251
2,729,611
Total non-current assets
27,084,596
23,716,991
Total assets
64,390,387
59,938,792
Liabilities
Current liabilities
Trade and other payables
14
18,092,360
15,593,821
Contract liabilities
15
3,135,705
6,772,896
Lease liabilities
16
1,418,017
1,182,668
Income tax payable
5
17,767
91,470
Provisions
17
3,933,990
4,121,392
Total current liabilities
26,597,839
27,762,247
Non-current liabilities
Lease liabilities
16
4,135,904
1,543,049
Deferred tax liability
5
31,624
37,330
Provisions
17
747,400
152,151
Total non-current liabilities
4,914,928
1,732,530
Total liabilities
31,512,767
29,494,777
Net assets
32,877,620
30,444,015
Equity
Issued capital
18
60,142,066
60,099,766
Reserves
19
50,383
(201,998)
Accumulated losses
(27,314,829)
(29,453,753)
Total equity
32,877,620
30,444,015
EVZ Limited
Statement of changes in equity
For the year ended 30 June 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
24
Issued
Share based
payments
Foreign
currency
translation
Accumulated
capital
reserve
reserve
losses
Total equity
Consolidated
$
$
$
$
$
Balance at 1 July 2022
60,009,326
90,440
(132,444)
(30,900,029)
29,067,293
Profit after income tax benefit for the year
-
-
-
1,446,276
1,446,276
Other comprehensive income for the year, net of
tax
-
-
(188,354)
-
(188,354)
Total comprehensive income for the year
-
-
(188,354)
1,446,276
1,257,922
Transactions with owners in their capacity as
owners:
Share-based payments expense (note 32)
-
118,800
-
-
118,800
Performance rights exercised
90,440
(90,440)
-
-
-
Balance at 30 June 2023
60,099,766
118,800
(320,798)
(29,453,753)
30,444,015
Issued
Share based
payments
Foreign
currency
translation
Accumulated
capital
reserve
reserve
losses
Total equity
Consolidated
$
$
$
$
$
Balance at 1 July 2023
60,099,766
118,800
(320,798)
(29,453,753)
30,444,015
Profit after income tax benefit for the year
-
-
-
2,138,924
2,138,924
Other comprehensive income for the year, net of
tax
-
-
185,620
-
185,620
Total comprehensive income for the year
-
-
185,620
2,138,924
2,324,544
Transactions with owners in their capacity as
owners:
Share-based payments expense(note 32)
-
109,061
-
-
109,061
Performance rights exercised
42,300
(42,300)
-
-
-
Balance at 30 June 2024
60,142,066
185,561
(135,178)
(27,314,829)
32,877,620
EVZ Limited
Statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
25
Cash flows from operating activities
Receipts from customers (inclusive of GST)
124,922,950
117,738,301
Payments to suppliers and employees (inclusive of GST)
(122,510,946)
(113,657,819)
2,412,004
4,080,482
Interest received
43,907
108,120
Interest and other finance costs paid
(580,878)
(253,238)
Income taxes paid
(59,540)
(93,828)
Net cash from operating activities
30
1,815,493
3,841,536
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
-
(796,463)
Payments for property, plant and equipment
12
(2,147,810)
(2,259,785)
Proceeds from disposal of property, plant and equipment
6,103
23,044
Net cash used in investing activities
(2,141,707)
(3,033,204)
Cash flows from financing activities
Proceeds from finance leases
758,067
1,468,119
Repayment of borrowings
-
(300,000)
Repayment of lease liabilities
(1,334,466)
(1,641,781)
Net cash used in financing activities
(576,399)
(473,662)
Net increase/(decrease) in cash and cash equivalents
(902,613)
334,670
Cash and cash equivalents at the beginning of the financial year
9,268,155
8,933,485
Cash and cash equivalents at the end of the financial year
6
8,365,542
9,268,155
At 30 June 2024 there was a difference between the above statement of cash flows and the Appendix 4C. $10.5m of GST paid was
allocated to payments to suppliers and employees in the above statement of cash flows which was previously coded to receipts from
customers in the Appendix 4C.
EVZ Limited
Notes to the financial statements
30 June 2024
26
Note 1. Material accounting policy information
The accounting policies that are material to the consolidated entity are set out below. The accounting policies adopted are consistent
with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented
entities. These financial statements also comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 26.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of EVZ Limited ('company' or 'parent entity')
as at 30 June 2024 and the results of all subsidiaries for the year then ended. EVZ Limited and its subsidiaries together are referred to in
these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the
consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
Foreign currency translation
The financial statements are presented in Australian dollars, which is EVZ Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The
revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate
the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive
income through the foreign currency reserve in equity.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
27
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue is recognised when an entity satisfies a performance obligation by transferring control of a promised good or service to a
customer.
To determine whether to recognise revenue, the Group follows a 5-step process:
1 Identifying the contract with a customer;
2 Identifying the performance obligations;
3 Determining the transaction price,
4 Allocating the transaction price to the performance obligations; and
5 Recognising revenue when/as performance obligation(s) are satisfied.
The core principle of AASB 15 is that an entity shall recognise revenue to depict the transfer of promised goods and services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Construction revenue
The contractual terms and the way in which the Group operates its construction contracts is predominantly derived from projects
containing one performance obligation. Due to the high degree of interdependence between the various elements of these projects,
they are accounted for as a single performance obligation. Contracted revenue is recognised over time by comparing costs incurred with
total estimated costs required to deliver the project to measure progress. Estimated costs are reviewed on a monthly basis. The
requirements of over time measurement are met as the construction creates assets with no alternative use to the Group and there is an
enforceable right to payment for performance completed.
Contract variations are assessed to determine whether they represent a separate contract with the customer or are modifications to the
original contract.
Most contracts are billed according to approved monthly progress claim schedules or in some cases according to contracted milestone
schedules. When payments received from customers exceed revenue recognised to date on a particular contract, an excess (a contract
liability) is reported in the statements of financial position. Alternatively, where revenue to be recognised exceeds amounts invoiced to
customers, the excess (contract asset) is reported.
Services revenue
Services revenue arises from maintenance and other services supplied to infrastructure assets and facilities which may involve a range
of services and processes.
Under AASB 15, these are recognised over time with reference to inputs (time and materials) as services are provided. These services
have been determined to be one performance obligation as they are highly inter-related and fulfilled over time therefore revenue is
recognised over time.
As with construction revenue, contract variations are assessed to determine whether they represent a separate contract with the
customer or are modifications to the original.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
28
Parts sales revenue
The Group recognises parts sales revenue as follows:
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for
transferring goods or services to their customers. For each contract with a customer, the Group:
· identifies the contract with a customer;
· identifies the performance obligations in the contract;
· determines the transaction price which takes into account estimates of variable consideration and the time value of money;
· allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and
· recognises revenue when or as each performance obligation is satisf ied in a manner that depicts the transfer to the customer of
the goods or services promised.
Variable consideration within the transaction price if any, reflects concessions provided to the customer such as discounts, rebates and
refunds and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount
method'. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to
the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The
measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund
liability.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax
rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax
losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are
recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
●
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of
the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to
be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable
profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax
liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable
entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting
period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months
after the reporting period. All other assets are classified as non-current.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
29
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right
to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,
less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where the
consolidated entity is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for
impairment purposes.
Inventories
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and
discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land)
over their expected useful lives as follows:
Buildings
40 years
Leasehold improvements
3-10 years
Plant and equipment
3-7 years
Fixtures and fittings
3-10 years
Motor vehicles
3-10 years
Computer equipment
2-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is
shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated
entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
30
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the
initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of
any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs
expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease
term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement
of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more
frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment
losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Impairment of non-financial assets
Goodwill that has an indefinite useful life is not subject to amortisation and is tested annually for impairment, or more frequently if
events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of
the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which
the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are
unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the
lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be
readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease
incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value
guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated
termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a
change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty
of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-
of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
31
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly
within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at
the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using
the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate
bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
The Group operates an equity-settled share-based payment employee share scheme. The fair value of the equity to which employees
become entitled is measured at grant date and recognised as an expense with a corresponding increase to an equity account.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model
taking into account the terms and conditions upon which the instruments were granted. Professional judgment is involved in estimating
the inputs used in the fair value calculation. The accounting estimates and assumptions relating to equity-settled share-based payments
would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or
loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected
credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These
assumptions include recent sales experience and historical collection rates.
Goodwill
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. The
recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the
use of assumptions, including estimated discount rates and growth rates of the estimated future cash flows.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 2. Critical accounting judgements, estimates and assumptions (continued)
32
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Note 3. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into two operating segments: Energy and Resources, and Building Products. These operating
segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief
Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation
of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal
reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
The reported operating segments have been revised during the current financial period to align with the restructure of the consolidated
entity's management group. The revised structure reflects the markets in which the Group operates. The CODM reviews the performance
of the business based on monthly management reports reflecting this revised structure. Brockman Engineering (previously Engineering)
and TSF Power (previously Energy) operate in the Energy and Resources market, while Syfon Systems and Tank Industries operate in the
Building Products market (previously Water).
Types of products and services
The principal products and services of each of these operating segments are as follows:
Energy and Resources
The energy and resources segment designs, manufactures and installs equipment on electricity, oil
and gas facilities. Its product range consists of constant load power stations, back up power
generation equipment, clean energy solutions, large steel tanks, silos, cooling towers, pipe spooling,
pressure vessels and fabricated structural steel. In addition the segment provides customer support
services by way of ongoing maintenance, servicing of equipment and sourcing emergency
equipment.
Building Products
The building products segment designs syphonic roof drainage systems for large and/or complex roof
structures, supplies and installs metal panel tanks and prefabricated hydraulic systems.
Intersegment transactions
Intersegment transactions were made at market rates. The Energy and Resources operating segment purchases Quality Control services
from the Building Products operating segment. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or
incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on
consolidation.
Unallocated items
The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part
of the core operations of any segment:
· Impairment of assets and other non-recurring items of revenue or expense
· Income tax expense
· Current tax liabilities
· Other financial liabilities
EVZ Limited
Notes to the financial statements
30 June 2024
Note 3. Operating segments (continued)
33
Major customers
The Group has many customers to whom it provides products and services. In the current year, the Group had one major customer in
the Energy and Resources operating segment who accounted for 24% (2023: 26%) of external revenue. There are no other significant
client accounts.
Operating segment information
Energy &
resources
Building
products
Unallocated
Total
Consolidated - 2024
$
$
$
$
Revenue
Sales to external customers
79,955,558
38,960,562
-
118,916,120
Total revenue
79,955,558
38,960,562
-
118,916,120
EBITDA
3,354,963
3,623,274
(2,071,942)
4,906,295
Depreciation and amortisation
(1,489,076)
(1,015,396)
(46,435)
(2,550,907)
Interest revenue
14,628
21,999
7,280
43,907
Finance costs
(299,684)
(291,338)
10,142
(580,880)
Profit/(loss) before income tax benefit
1,580,831
2,338,539
(2,100,955)
1,818,415
Income tax benefit
320,509
Profit after income tax benefit
2,138,924
Assets
Segment assets
33,828,599
43,128,593
498,682
77,455,874
Intersegment eliminations
(13,065,487)
Total assets
64,390,387
Total assets includes:
Acquisition of non-current assets
911,030
1,230,096
6,685
2,147,811
Liabilities
Segment liabilities
23,865,482
16,337,433
486,497
40,689,412
Intersegment eliminations
(9,176,645)
Total liabilities
31,512,767
EVZ Limited
Notes to the financial statements
30 June 2024
Note 3. Operating segments (continued)
34
Energy &
resources
Building
products
Unallocated
Total
Consolidated - 2023
$
$
$
$
Revenue
Sales to external customers
82,672,456
28,802,550
13,497
111,488,503
Total revenue
82,672,456
28,802,550
13,497
111,488,503
EBITDA
2,793,030
2,788,297
(1,824,054)
3,757,273
Depreciation and amortisation
(1,408,887)
(684,982)
(47,291)
(2,141,160)
Interest revenue
81,662
12,961
13,497
108,120
Finance costs
(237,242)
(54,900)
(6,256)
(298,398)
Profit/(loss) before income tax benefit
1,228,563
2,061,376
(1,864,104)
1,425,835
Income tax benefit
20,441
Profit after income tax benefit
1,446,276
Assets
Segment assets
34,920,087
36,405,214
1,971,727
73,297,028
Intersegment eliminations
(13,358,236)
Total assets
59,938,792
Total assets includes:
Acquisition of non-current assets
1,845,262
1,165,242
46,064
3,056,568
Liabilities
Segment liabilities
26,537,800
12,143,826
387,071
39,068,697
Intersegment eliminations
(9,573,920)
Total liabilities
29,494,777
Geographical information
Sales to external customers
Geographical non-current
assets
2024
2023
2024
2023
$
$
$
$
Australia
114,163,392
101,955,983
10,292,852
7,264,863
Asia
4,752,728
9,244,406
496,636
532,266
118,916,120
111,200,389
10,789,488
7,797,129
The geographical non-current assets above are exclusive of financial instruments and deferred tax assets.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 3. Operating segments (continued)
35
Revenue by product set
Energy &
resources
Building
products
Total
$
$
$
2024
Construction contracts *
67,263,464
38,810,622
106,074,086
Services revenue *
8,647,079
20,738
8,667,817
Parts sales **
4,045,014
129,203
4,174,217
Total revenue
79,955,557
38,960,563
118,916,120
2023
Construction contracts *
72,793,148
28,609,594
101,402,742
Services revenue *
7,108,693
-
7,108,693
Parts sales **
2,688,959
-
2,688,959
Total revenue
82,590,800
28,609,594
111,200,394
*
Construction contract revenue and services revenue are recognized over time
**
Parts sales are recognized at a point in time
Note 4. Expenses
Consolidated
2024
2023
$
$
Profit before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on bank facilities and other
263,863
161,735
Interest and finance charges paid/payable on lease liabilities
317,017
136,663
Finance costs expensed
580,880
298,398
Leases
Short-term lease payments
32,095
44,421
Superannuation expense
Defined contribution superannuation expense
2,474,557
2,938,247
Share-based payments expense
Share-based payments expense
109,061
118,800
Employee benefits expense excluding superannuation
Employee benefits expense excluding superannuation
49,226,035
41,131,192
Write off of assets
Plant and equipment
30,941
-
EVZ Limited
Notes to the financial statements
30 June 2024
36
Note 5. Income tax
Consolidated
2024
2023
$
$
Income tax benefit
Current tax
896,160
743,977
Deferred tax expense
(306,346)
(121,791)
Utilisation of carried forward tax losses
(872,548)
(590,914)
Prior year overprovision
(37,775)
(51,713)
Aggregate income tax benefit
(320,509)
(20,441)
Deferred tax included in income tax benefit comprises:
Increase in deferred tax assets
(300,640)
(118,741)
Decrease in deferred tax liabilities
(5,706)
(3,050)
Deferred tax expense
(306,346)
(121,791)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit before income tax benefit
1,818,415
1,425,835
Tax at the statutory tax rate of 30% (2023: 30%)
545,524
427,751
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
46,825
-
Other permanent differences
70,215
(57,447)
662,564
370,304
Previously unrecognised tax losses now recognised
(925,431)
(370,304)
Difference in overseas tax rates
(19,868)
98,300
Prior year overprovision
(37,774)
(51,713)
Tax affect of provisions acquired
-
(67,028)
Income tax benefit
(320,509)
(20,441)
Consolidated
2024
2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
-
3,084,771
Potential tax benefit @ 30%
-
925,431
The group has no unrecognised tax losses as at 30 June 2024. All previously unrecognised tax losses have been utilised or recognised in
the deferred tax asset at the end of the financial year.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 5. Income tax (continued)
37
Consolidated
2024
2023
$
$
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Unrecouped tax losses
1,292,218
972,399
Employee benefits and other provisions
1,506,288
1,558,769
Other
231,745
198,443
Deferred tax asset
3,030,251
2,729,611
Movements:
Opening balance
2,729,611
2,610,870
Credited to profit or loss
300,640
118,741
Closing balance
3,030,251
2,729,611
Consolidated
2024
2023
$
$
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
31,624
37,330
Deferred tax liability
31,624
37,330
Movements:
Opening balance
37,330
40,380
Credited to profit or loss
(5,706)
(3,050)
Closing balance
31,624
37,330
Note 6. Cash and cash equivalents
Consolidated
2024
2023
$
$
Current assets
Cash at bank
8,365,542
9,268,155
EVZ Limited
Notes to the financial statements
30 June 2024
38
Note 7. Trade and other receivables
Consolidated
2024
2023
$
$
Current assets
Trade receivables
19,366,322
19,687,004
Trade receivables - Retention debtors
697,264
796,689
Less: Allowance for expected credit losses
(523,798)
(623,726)
19,539,788
19,859,967
Other debtors / prepayments
589,309
815,683
20,129,097
20,675,650
Non-current assets
Trade receivables - Retention debtors
1,219,845
1,118,241
21,348,942
21,793,891
Market practices provide for the retention of monies from progress and final billings on certain construction contracts. The monies are
received after a contracted period of time has elapsed following completion of the construction.
Current trade receivables are non-interest bearing and generally on 30 days terms.
Credit risk – trade and other receivables
The Group has no significant concentration of credit risk with respect to any single counter party or Group of counter parties. The class
of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.
On a geographical basis, the Group has credit risk exposures in Australia and Asia given the substantial operations in those regions. The
Group’s exposure to credit risk for receivables at reporting date in those regions is as follows:
Consolidated
2024
2023
Australia
17,715,816
17,709,518
Asia
4,156,924
4,708,099
21,872,740
22,417,617
Trade and other receivables pertaining to the Australian entities in the Group, as disclosed in Note 28, are provided as security against
the Group’s bank facilities.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 7. Trade and other receivables (continued)
39
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rate
Carrying amount
Allowance for expected credit
losses
2024
2023
2024
2023
2024
2023
Consolidated
%
%
$
$
$
$
Not overdue
-
-
16,925,388
17,666,539
-
-
0 to 3 months overdue
-
1%
2,263,238
3,330,330
-
18,661
Over 6 months overdue
25%
100%
2,094,805
605,065
523,798
605,065
Other receivables
-
-
589,309
815,683
-
-
21,872,740
22,417,617
523,798
623,726
Movements in the allowance for expected credit losses are as follows:
Consolidated
2024
2023
$
$
Opening balance
623,726
574,996
Additional provisions recognised
245,735
110,407
Provisions utilised
(345,663)
(61,677)
Closing balance
523,798
623,726
Market and economic conditions have tightened over the previous year which has impacted an increase in provisions utilised year on
year.
However, the overall group receivables balance has reduced year on year which has also been factored into the expected credit loss rate
and a slightly lower provision level in absolute dollars.
Consolidated
2024
2023
$
$
Construction contracts
Net construction work in progress at the reporting date:
Contract costs incurred to date
93,539,320
85,350,042
Profit recognised to date
12,539,197
10,756,620
WIP acquired from business combination
-
326,657
106,078,517
96,433,319
Less: Progress billings received and receivable
(104,833,952)
(100,658,517)
Net construction work in progress
1,244,565
(4,225,198)
Representing:
Contract liabilities (Receipts in advance)
(3,135,705)
(6,772,896)
Contract assets (Amounts due from customers for contract work in progress)
4,380,270
2,547,698
1,244,565
(4,225,198)
EVZ Limited
Notes to the financial statements
30 June 2024
Note 7. Trade and other receivables (continued)
40
Construction contracts which have remaining performance obligations at 30 June 2024 total $51,905,568 (2023: $75,022,483). This
obligation excludes long term service and maintenance contracts also held by the group at 30 June 2024 for $13,002,645 (2023:
$9,499,567).
Refer note 1 for more detail of accounting policy for revenue recognition.
Note 8. Contract assets
Consolidated
2024
2023
$
$
Current assets
Contract assets
4,796,260
2,547,698
Contract assets
Contract assets are balances due from customers under long term contracts as work is performed and therefore a contract asset is
recognised over the period in which the performance obligation is fulfilled. This represents the Group’s right to consideration for the
services transferred to date. Amounts are generally reclassified to accounts receivable when there is an unconditional right to receive
payment.
Consolidated
2024
2023
$
$
Contract Asset details:
Contract assets - construction
4,380,270
2,547,698
Contract assets - service contracts
415,990
-
4,796,260
2,547,698
Contract assets and contract liabilities are offset where they relate to the same contract.
Contract assets at the start of the reporting period was $2,547,698 (2023: $3,860,275). All contract assets recognised at the start of the
reporting period have been reclassified to accounts receivable and subsequently received during the financial year.
Note 9. Inventories
Consolidated
2024
2023
$
$
Current assets
Stock on hand - at cost
3,747,014
3,494,723
Inventories pertaining to the Australian entities in the Group, as disclosed in Note 37 are provided as security against the Group's bank
facilities.
EVZ Limited
Notes to the financial statements
30 June 2024
41
Note 10. Financial assets
Consolidated
2024
2023
$
$
Current assets
Security deposits
267,878
235,575
Funds on deposit represent security deposits covering a guarantee for property lease obligations and contract performance bonds.
Note 11. Right-of-use assets
Consolidated
2024
2023
$
$
Non-current assets
Land and buildings - right-of-use
5,418,809
2,805,899
Less: Accumulated depreciation
(1,778,563)
(1,646,924)
3,640,246
1,158,975
Office equipment - right-of-use
199,711
195,918
Less: Accumulated depreciation
(88,052)
(91,741)
111,659
104,177
3,751,905
1,263,152
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Land and
Office
buildings ROU
equipment
ROU
Total
Consolidated
$
$
$
Balance at 1 July 2022
1,069,060
143,361
1,212,421
Additions
757,350
-
757,350
Exchange differences
(2,878)
-
(2,878)
Depreciation expense
(664,557)
(39,184)
(703,741)
Balance at 30 June 2023
1,158,975
104,177
1,263,152
Additions
3,348,267
56,336
3,404,603
Disposals
-
(7,881)
(7,881)
Exchange differences
1,779
-
1,779
Depreciation expense
(868,775)
(40,973)
(909,748)
Balance at 30 June 2024
3,640,246
111,659
3,751,905
EVZ Limited
Notes to the financial statements
30 June 2024
42
Note 12. Property, plant and equipment
Consolidated
2024
2023
$
$
Non-current assets
Buildings - at cost
194,962
196,533
Less: Accumulated depreciation
(15,922)
(12,120)
179,040
184,413
Leasehold improvements - at cost
488,512
359,334
Less: Accumulated depreciation
(99,348)
(235,961)
389,164
123,373
Plant and equipment - at cost
13,366,969
14,154,505
Less: Accumulated depreciation
(7,624,802)
(8,792,335)
5,742,167
5,362,170
Fixtures and fittings - at cost
469,672
407,626
Less: Accumulated depreciation
(328,541)
(299,207)
141,131
108,419
Motor vehicles - at cost
1,761,594
1,988,246
Less: Accumulated depreciation
(1,430,862)
(1,548,852)
330,732
439,394
Computer equipment - at cost
967,150
1,065,295
Less: Accumulated depreciation
(738,799)
(749,087)
228,351
316,208
7,010,585
6,533,977
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Buildings
Improvemen
ts
Fixtures and
Fittings
Computer
Equipment
Plant and
Equipment
Motor
Vehicles
Total
Consolidated
$
$
$
$
$
$
$
Balance at 1 July 2022
192,495
112,551
53,450
310,290
3,877,032
405,698
4,951,516
Additions
-
30,182
99,902
167,041
1,989,589
247,746
2,534,460
Additions from business
acquisitions
-
-
-
-
522,108
-
522,108
Exchange differences
(1,849)
(515)
(225)
(1,910)
(6,567)
(1,000)
(12,066)
Depreciation expense
(6,233)
(18,845)
(44,708)
(159,213)
(1,019,992)
(213,050)
(1,462,041)
Balance at 30 June 2023
184,413
123,373
108,419
316,208
5,362,170
439,394
6,533,977
Additions
-
370,861
80,994
53,821
1,542,189
99,945
2,147,810
Exchange differences
-
-
-
(1,021)
-
-
(1,021)
Write off of assets
-
(6,667)
-
-
(23,454)
(820)
(30,941)
Depreciation expense
(5,373)
(98,403)
(48,282)
(140,657)
(1,138,738)
(207,787)
(1,639,240)
Balance at 30 June 2024
179,040
389,164
141,131
228,351
5,742,167
330,732
7,010,585
EVZ Limited
Notes to the financial statements
30 June 2024
43
Note 13. Intangibles
Consolidated
2024
2023
$
$
Non-current assets
Goodwill - at cost
12,072,010
12,072,010
Reconciliations
Reconciliations of the written down values by CGU (Cash Generating Unit) at the beginning and end of the current and previous financial
year are set out below:
By Cash Generating Unit
Syfon Systems
Brockman
Engineering
Group
Group
Total
Consolidated
$
$
$
Balance at 1 July 2022
3,282,532
8,789,478
12,072,010
Balance at 30 June 2023
3,282,532
8,789,478
12,072,010
Balance at 30 June 2024
3,282,532
8,789,478
12,072,010
Impairment disclosures
The EVZ Group assesses at each annual reporting date the potential impairment to the carrying value of Goodwill of the relevant cash
generating unit (CGU) or group of CGU's.
The recoverable amount of each CGU (Brockman Eng and Syfon Systems) is determined based on value-in-use calculations. Value-in-use
is calculated based on the present value of pre-tax cash flow projections over a five year period adjusted for the estimated terminal value
of the cash generating unit. The cash flows are discounted using a discount rate determined individually for each CGU and reflects current
market assessment of the time value of money and industry-specific risk factors. All discount rates are pre tax.
Budgets use estimated weighted average growth rates to project revenue. Costs are calculated taking into account historical gross
margins as well as estimated weighted average inflation rates over the periods which are consistent with inflation rates applicable to the
locations in which the businesses operate. The forecasts used in the value-in-use calculations are based on the management approved
budgets.
Other key assumptions in the value-in-use calculation include gross margin, allowances for capital expenditure and normalisation of
working capital changes. Due to the correlation of these factors, assumptions for growth rates and discount rates are the most sensitive
in the value-in-use calculation.
The following assumptions were used in the value-in-use calculations:
2024
2023
Growth Rates
Discount Rates
Growth Rates
Discount Rates
%
%
%
%
Syfon Systems Group:
Growth year 1
2%
15%
7%
15%
Growth subsequent years
2%
15%
2%
15%
Engineering (Brockman Eng.):
Growth year 1
2%
15%
(4%)
15%
Growth subsequent years
2%
15%
2%
15%
EVZ Limited
Notes to the financial statements
30 June 2024
Note 13. Intangibles (continued)
44
A growth rate of 2% in revenue is modelled for Syfon Systems for all future periods. Gross margin is not expected to be impacted.
For Brockman, the growth rate is also 2% reflecting the minimum expected growth that is expected in each of the relevant CGUs in
normal markets.
All growth rates consider forward work-in-hand levels, weighted project prospects, consideration of future expected activities, and giving
consideration to historical growth rates achieved.
Key estimates
The following sensitivity analysis was undertaken with respect to the value in use calculations and the imbedded assumptions and
estimates used in performing the impairment testing on the carrying value of goodwill.
In performing impairment testing on the carrying values of goodwill, certain discount rates and growth rates have been assumed as part
of the value-in-use calculations.
The following table illustrates sensitivities to changes in those discount rates and growth rates. The discount and growth rates used, and
the results of the sensitivity analysis are:
2024
2023
Growth Rates
Discount Rates
Growth Rates
Discount Rates
%
%
%
%
Syfon Systems Group:
Growth year 1
-
17%
7%
17%
Growth subsequent years
-
17%
-
17%
Engineering (Brockman Eng.):
Growth year 1
-
17%
(4%)
17%
Growth subsequent years
-
17%
-
17%
Consolidated
2024
2023
Value of impairment to carrying value of goodwill based on sensitivity analysis:
Syfon Systems Group
-
-
Engineering (Brockman Engineering)
-
-
-
-
The sensitivity discount rates of 17% are the same as the prior year, and the Growth rates are Nil for 2024 compared with 7% and -4%
in 2023. As a result, there is no impairment in either Syfon Systems group or Brockman Engineering.
Note 14. Trade and other payables
Consolidated
2024
2023
$
$
Current liabilities
Trade payables
11,661,837
11,554,674
Other payables
6,430,523
4,039,147
18,092,360
15,593,821
EVZ Limited
Notes to the financial statements
30 June 2024
45
Note 15. Contract liabilities
Consolidated
2024
2023
$
$
Current liabilities
Contract liabilities
3,135,705
6,772,896
Contract liabilities
Contract liabilities relating to construction contracts are balances due to customers under construction contracts. These arise if a
milestone payment exceeds the revenue recognised to date. Revenue recognised in the reporting period that was included in the
contract liability balance at the beginning of the period was $6,772,896 (2023: $8,802,809).
Contract assets and contract liabilities are offset where they relate to the same contract.
Note 16. Lease liabilities
Consolidated
2024
2023
$
$
Current liabilities
Lease liability
1,418,017
1,182,668
Non-current liabilities
Lease liability
4,135,904
1,543,049
5,553,921
2,725,717
Refer to note 21 - financial instruments for further information on leases.
The lease liabilities are secured by the related underlying assets. Future minimum lease payments are as follows:
0-1
1-2
2-3
3-4
4-5
5+
years
years
years
years
years
Years
TOTAL
2024
Lease payments
1,784,960
1,233,080
706,657
643,010
568,057
2,226,057
7,161,821
Finance charges
(366,944)
(284,014)
(235,705)
(201,613)
(167,807)
(351,817)
(1,607,900)
1,418,016
949,066
470,952
441,397
400,250
1,874,240
5,553,921
2023
Lease payments
1,310,965
1,035,706
544,147
46,705
-
-
2,937,523
Finance charges
(128,297)
(66,019)
(16,275)
(1,215)
-
-
(211,806)
1,182,668
969,687
527,872
45,490
-
-
2,725,717
Lease payments not recognised as a liability
The group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for
leases of low value assets. Payments made under such leases are expensed on a straight-line basis.
The expense relating to payments not included in the measurement of the lease liability is as follows:
EVZ Limited
Notes to the financial statements
30 June 2024
Note 16. Lease liabilities (continued)
46
Consolidated
2024
2023
Short term leases
32,095
44,421
-
-
Total lease payments expensed directly to profit or loss
32,095
44,421
Note 17. Provisions
Consolidated
2024
2023
$
$
Current liabilities
Annual leave
3,105,007
2,780,618
Long service leave
828,983
1,340,774
3,933,990
4,121,392
Non-current liabilities
Long service leave
747,400
152,151
4,681,390
4,273,543
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have completed the required
period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is
presented as current, since the consolidated entity does not have an unconditional right to defer settlement. However, based on past
experience, the consolidated entity does not expect all employees to take the full amount of accrued leave or require payment within
the next 12 months.
Note 18. Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
121,091,917
120,621,917
60,142,066
60,099,766
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 July 2022
120,145,917
60,009,326
Shares issued
5 December 2022
476,000
$0.19
90,440
Balance
30 June 2023
120,621,917
60,099,766
Shares issued
7 September 2023
470,000
$0.09
42,300
Balance
30 June 2024
121,091,917
60,142,066
EVZ Limited
Notes to the financial statements
30 June 2024
Note 18. Issued capital (continued)
47
Shares issued are performance rights that vested and were issued to employees.
The issue price is the deemed issue price based on the fair value of the performance rights at grant date. No cash received upon issue
of shares as exercise price was nil.
Ordinary shares
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares
held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one
vote on a show of hands. The ordinary shares have no par value.
Capital risk management
Management controls the capital of the Group in order to maintain an appropriate debt to equity ratio, provide shareholders with
adequate returns and ensure the Group can fund its operations and continue as a going concern. The Group’s debt and capital includes
ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s
financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distributions to shareholders and share issues.
Note 19. Reserves
Consolidated
2024
2023
$
$
Foreign currency reserve
(135,178)
(320,798)
Share based payments reserve
185,561
118,800
50,383
(201,998)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to
Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and
other parties as part of their compensation for services.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 19. Reserves (continued)
48
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
Currency
Reserve
Share Option
Reserve
Total
Consolidated
$
$
$
Balance at 1 July 2022
(132,444)
90,440
(42,004)
Foreign currency translation
(188,354)
-
(188,354)
Performance rights vested and issued
-
(90,440)
(90,440)
Share based payment expense
-
118,800
118,800
Balance at 30 June 2023
(320,798)
118,800
(201,998)
Foreign currency translation
185,620
-
185,620
Performance rights vested and issued
-
(42,300)
(42,300)
Share based payments expense
-
109,061
109,061
Balance at 30 June 2024
(135,178)
185,561
50,383
During the year 284,000 (2023: 470,000) performance rights vested to Key Management Personnel. The performance rights were issued
subsequent to year end.
Performance rights which have been granted expire at the end of the financial period to which they relate if the targeted performance
objectives are not met. The company plans to award and allot the shares within 90 days of the date of this report.
Performance rights are granted as part of the long-term incentive scheme and are determined based on the measures and results of a
balanced scorecard analysis for each of key managements’ contribution to the business during the financial year. The measures are
determined by the Board and all incentive awards are at the discretion of the Board.
Note 20. Dividends
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits
Consolidated
2024
2023
$
$
Franking credits available for subsequent financial years based on a tax rate of 30%
1,813,797
1,813,797
Note 21. Financial instruments
Financial risk management objectives
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable.
The main purpose of non-derivative financial instruments is to raise finance for Group operations.
Treasury risk management
The Board of Directors is responsible for monitoring treasury risk. Currency and interest rate exposures are reviewed regularly to ensure
any risk associated with these exposures is minimized.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 21. Financial instruments (continued)
49
Market risk
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other
than the Group’s measurement currency. The Group monitors its foreign exchange exposure on a regular basis.
Refer Note 3 for a breakdown of revenue and assets by geographic location. Whilst the Group monitors its foreign exchange risk, it does
not believe there is any material risk associated with its foreign exchange exposure.
Price risk
The Group minimises its exposure to price risk as costs of major materials and components are agreed and fixed with suppliers and
subcontractors at the time of project tender.
Interest rate risk
The consolidated entity has no bank loan borrowings at balance date (2023: $nil).
The Group currently has no bank loans and all bank deposits are at variable rates, and therefore believes it has minimal exposure to
interest rate risk.
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial
assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position
and notes to the financial statements. The Group does not have any material credit risk exposure to any single receivable or Group of
receivables under financial instruments entered into by the Group.
Liquidity risk
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are maintained.
Refer below for a maturity analysis of financial liabilities and to Note 16 Leases for a maturity analysis of lease liabilities.
Weighted
average
interest rate
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
11,661,837
-
-
-
11,661,837
Other payables
-
5,749,134
-
-
-
5,749,134
Interest-bearing - variable
Finance Leases
7.83%
638,184
520,074
509,870
13,274
1,681,402
Total non-derivatives
18,049,155
520,074
509,870
13,274
19,092,373
EVZ Limited
Notes to the financial statements
30 June 2024
Note 21. Financial instruments (continued)
50
Weighted
average
interest rate
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
11,554,674
-
-
-
11,554,674
Other payables
-
1,668,802
-
-
-
1,668,802
Interest-bearing - variable
Finance Leases
6.65%
623,537
453,995
379,914
-
1,457,446
Total non-derivatives
13,847,013
453,995
379,914
-
14,680,922
Fair value of financial instruments
The fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the Group
approximate their carrying value.
The fair values of financial assets and liabilities, together with their carrying amounts in the statement of financial position, for the
consolidated entity are as follows:
2024
2023
Carrying
amount
Fair value
Carrying
amount
Fair value
Consolidated
$
$
$
$
Assets
Cash at bank
8,365,538
8,365,538
9,268,152
9,268,152
Cash on deposit for security
267,878
267,878
235,575
235,575
Trade receivables
20,759,633
20,759,633
20,978,208
20,978,208
Other receivables
589,309
589,309
815,683
815,683
29,982,358
29,982,358
31,297,618
31,297,618
Liabilities
Trade payables
11,661,837
11,661,837
11,554,674
11,554,674
Other payables
6,430,523
6,430,523
4,130,617
4,130,617
Finance Lease liability
1,482,472
1,482,472
1,353,913
1,353,913
19,574,832
19,574,832
17,039,204
17,039,204
Note 22. Key management personnel disclosures
Names and positions of Directors and key management personnel in office at any time during the financial year are:
Directors
The following persons were directors of EVZ Limited during the financial year:
Mr G Burns
Non-Executive Chairman
Mr R Edgley
Non-Executive Director
Mr I Luck
Non-Executive Director
EVZ Limited
Notes to the financial statements
30 June 2024
Note 22. Key management personnel disclosures (continued)
51
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the
consolidated entity, directly or indirectly, during the financial year:
Mr S Farthing
Chief Executive Officer and Executive General Manager - Energy
and Resources
Mr P van der Wal
Chief Financial Officer and Company Secretary
Mr A Bellgrove
Executive General Manager - Building Products
The Group changed its Operating Segments during the financial period (refer note 3) and appointed executive managers to each of the
new segments accordingly. As a result of the restructure, management below this level are no longer considered key management
personnel.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
1,506,270
1,399,942
Post-employment benefits
82,473
75,697
Share-based payments
50,773
118,800
1,639,516
1,594,439
Refer to disclosures in Note 25 for other transactions with Key Management Personnel.
Key Management Personnel are the non-executive directors and employees who have authority and responsibility for planning, directing
and controlling the activities of the Company.
Note 23. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton, the auditor of the company:
Consolidated
2024
2023
$
$
Audit services
Audit or review of the financial statements
186,585
159,000
Note 24. Contingent liabilities
The consolidated entity has given bank guarantees as at 30 June 2024 of $5,617,557 (2023: $4,548,938) to various customers.
The facilities are secured by a registered equitable mortgage over the assets and undertakings of all Australian companies in the Group.
In addition to the above facility, the Group has provided cash backed bank guarantees of $43,266 (2023: $86,532) as security on projects.
These bank guarantees are secured by term deposits totalling the same amount.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 24. Contingent liabilities (continued)
52
Consolidated
2024
2023
$
$
Bank Guarantee Facilities
Used at the reporting date
5,617,557
4,548,938
Unused at the reporting date
1,382,443
2,451,062
7,000,000
7,000,000
Note 25. Related party transactions
Parent entity
EVZ Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 27.
Key management personnel
Disclosures relating to key management personnel are set out in note 22 and the remuneration report included in the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
2024
2023
$
$
Payment for other expenses:
Directors fees
251,267
203,000
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current payables:
Director fees payable
52,500
42,300
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
EVZ Limited
Notes to the financial statements
30 June 2024
53
Note 26. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(1,800,314)
(1,742,997)
Total comprehensive income
(1,800,314)
(1,742,997)
Statement of financial position
Parent
2024
2023
$
$
Total current assets
178,727
213,534
Total assets
3,266,100
1,971,788
Total current liabilities
329,174
281,091
Total liabilities
3,253,914
387,085
Equity
Issued capital
60,142,069
60,099,766
Share based payments reserve
185,558
118,800
Accumulated losses
(60,315,441)
(58,633,863)
Total equity
12,186
1,584,703
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
A deed of cross guarantee between EVZ Ltd (Parent Entity), Brockman Engineering Pty Ltd, Syfon Systems Pty Ltd, and Brockman Services
Pty Ltd (previously Syfon International Pty Ltd and EVZ Energy Pty Ltd) (Group Entities) is enacted and relief was obtained from preparing
financial statements for those Group Entities under ASIC Legislative Instrument 2016/785. Under the deed, EVZ Ltd and the Group Entities
jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to
the Deeds of Cross Guarantee and form the Closed Group.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the
following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
EVZ Limited
Notes to the financial statements
30 June 2024
54
Note 27. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in note 1:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Syfon Systems Pty Ltd
Australia
100.00%
100.00%
Syfon Systems Sdn Bhd
Malaysia
100.00%
100.00%
Syfon Systems Pte Ltd
Singapore
100.00%
100.00%
Syfon Systems SE Asia, Inc.
Philippines
100.00%
100.00%
Syfon Systems Vietnam Co Ltd
Vietnam
100.00%
100.00%
Brockman Engineering Pty Ltd
Australia
100.00%
100.00%
Brockman Project Services Pty Ltd
Australia
100.00%
100.00%
TSF Power Pty Ltd
Australia
100.00%
100.00%
Brockman Services Pty Ltd*
Australia
100.00%
100.00%
Tank Industries Australia Pty Ltd
Australia
100.00%
100.00%
*
Brockman Services Pty Ltd (previously Syfon International Pty Ltd) did not trade during the year or the prior year.
Note 28. Deed of cross guarantee
The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:
EVZ Ltd (Parent Entity)
Brockman Engineering Pty Ltd
Syfon Systems Pty Ltd
Brockman Services Pty Ltd (previously Syfon International Pty Ltd)
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and
directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments Commission.
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other parties to
the deed of cross guarantee that are controlled by EVZ Limited, they also represent the 'Extended Closed Group'.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 28. Deed of cross guarantee (continued)
55
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the
'Closed Group'.
2024
2023
Statement of profit or loss and other comprehensive income
$
$
Sales
92,592,549
92,158,330
Cost of sales
(82,051,848)
(82,713,947)
Corporate costs
(2,118,377)
(1,871,345)
Administration
(7,961,590)
(7,062,290)
Finance costs
(488,606)
(157,618)
Profit/(loss) before income tax benefit
(27,872)
353,130
Income tax benefit
300,640
118,741
Profit after income tax benefit
272,768
471,871
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year
272,768
471,871
2024
2023
Equity - accumulated losses
$
$
Accumulated losses at the beginning of the financial year
(31,412,825)
(31,884,696)
Profit after income tax benefit
272,768
471,871
Accumulated losses at the end of the financial year
(31,140,057)
(31,412,825)
EVZ Limited
Notes to the financial statements
30 June 2024
Note 28. Deed of cross guarantee (continued)
56
2024
2023
Statement of financial position
$
$
Current assets
Cash and cash equivalents
6,407,416
6,835,184
Trade and other receivables
18,219,163
17,318,927
Inventories
1,499,026
1,521,052
26,125,605
25,675,163
Non-current assets
Property, plant and equipment
8,619,325
5,720,391
Intangibles
12,072,010
12,072,010
Deferred tax asset
3,030,251
2,729,611
Other
5,756,322
6,851,845
29,477,908
27,373,857
Total assets
55,603,513
53,049,020
Current liabilities
Trade and other payables
21,464,486
22,378,407
Borrowings
926,495
1,182,668
22,390,981
23,561,075
Non-current liabilities
Borrowings
3,741,699
-
Provisions
524,589
941,227
4,266,288
941,227
Total liabilities
26,657,269
24,502,302
Net assets
28,946,244
28,546,718
Equity
Issued capital
59,835,629
59,809,006
Reserves
250,672
150,537
Accumulated losses
(31,140,057)
(31,412,825)
Total equity
28,946,244
28,546,718
Note 29. Events after the reporting period
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated
entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
EVZ Limited
Notes to the financial statements
30 June 2024
57
Note 30. Reconciliation of profit after income tax to net cash from operating activities
Consolidated
2024
2023
$
$
Profit after income tax benefit for the year
2,138,924
1,446,276
Adjustments for:
Depreciation and amortisation
2,550,908
2,141,160
Write off of property, plant and equipment
30,941
-
Net gain on disposal of property, plant and equipment
-
(23,044)
Share-based payments
109,061
-
Foreign exchange differences
-
(69,553)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
444,949
(1,854,295)
Decrease/(increase) in contract assets
(2,248,562)
1,312,577
Increase in inventories
(252,291)
(883,304)
Increase in deferred tax assets
(300,640)
(118,741)
Decrease in prepayments
152,417
2,211
Increase in trade and other payables
2,498,539
3,124,565
Decrease in contract liabilities
(3,637,191)
(2,029,911)
Increase/(decrease) in provision for income tax
(73,703)
7,522
Decrease in deferred tax liabilities
(5,706)
(3,050)
Increase in employee benefits
407,847
789,123
Net cash from operating activities
1,815,493
3,841,536
Note 31. Earnings per share
Consolidated
2024
2023
$
$
Profit after income tax attributable to the owners of EVZ Limited
2,138,924
1,446,276
Cents
Cents
Basic earnings per share
1.77
1.20
Diluted earnings per share
1.69
1.14
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
121,004,355
120,415,868
Adjustments for calculation of diluted earnings per share:
Performance rights over ordinary shares
5,910,028
6,103,026
Weighted average number of ordinary shares used in calculating diluted earnings per share
126,914,383
126,518,894
Note 32. Share-based payments
During the period performance rights over ordinary shares in the company were granted as remuneration to key executives in the group
as part of the Long-Term Incentive (LTI) program. These performance rights will vest subject to the meeting of Key Performance Indicators
(“KPIs”) and service conditions.
EVZ Limited
Notes to the financial statements
30 June 2024
Note 32. Share-based payments (continued)
58
The Key Performance Indicators (“KPIs”) used to measure performance for these incentives are group profit growth, earnings per share
growth and cashflow. These KPIs are measured over a three-year performance period and were chosen because they are aligned to
shareholder wealth creation. For each component of the LTI against a KPI no award is made where performance falls below the minimum
threshold for that KPI
Details regarding the payments related to these performance rights are as follows:
Consolidated
2024
2023
$
$
a) Expense recognised in profit or loss
Share based payments expenses for the year comprise:
Performance rights under Long Term Incentive plan
109,058
118,800
b) Performance rights granted and outstanding
The following table shows the performance rights granted and outstanding at the beginning and end of the reporting period.
Number of
rights
Weighted
average
exercise price
Number of
rights
Weighted
average
exercise price
2024
2024
2023
2023
Outstanding at the beginning of the financial year
4,070,000
$0.00
4,876,000
$0.00
Granted
2,600,000
$0.00
2,200,000
$0.00
Forfeited / lapsed
(1,516,000)
$0.00
(2,530,000)
$0.00
Exercised
(470,000)
$0.00
(476,000)
$0.00
Outstanding at the end of the financial year
4,684,000
$0.00
4,070,000
$0.00
Vested and exercisable at the end of the financial year
284,000
$0.00
470,000
$0.00
c) Performance rights granted as remuneration
2024
Balance at
Balance at
Fair Value at
grant date
the start of
lapsed/
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
30/09/2020
30/09/2023
$0.09
470,000
-
(470,000)
-
-
01/08/2021
01/08/2024
$0.16
1,800,000
-
-
(1,516,000)
284,000
12/08/2022
12/08/2025
$0.19
1,800,000
-
-
-
1,800,000
23/08/2023
23/08/2026
$0.14
-
2,600,000
-
-
2,600,000
4,070,000
2,600,000
(470,000)
(1,516,000)
4,684,000
EVZ Limited
Notes to the financial statements
30 June 2024
Note 32. Share-based payments (continued)
59
2023
Balance at
Expired/
Balance at
Fair Value at
grant date
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
26/09/2019
26/09/2022
$0.09
476,000
-
(476,000)
-
-
30/09/2020
30/09/2023
$0.14
2,200,000
-
-
(1,730,000)
470,000
01/08/2021
01/08/2024
$0.16
2,200,000
-
-
(400,000)
1,800,000
12/08/2022
12/08/2025
$0.19
-
2,200,000
-
(400,000)
1,800,000
4,876,000
2,200,000
(476,000)
(2,530,000)
4,070,000
EVZ Limited
Consolidated entity disclosure statement
As at 30 June 2024
60
x
Name of Entity
Entity type
Trustee,
partner, or
participant in
joint venture
% of share
capital
held
Country of
incorporation
Australian
resident or
foreign resident
(for tax
purpose)
Foreign tax
jurisdiction(s)
of foreign
residents
EVZ Limited
Body Corporate
n/a
n/a
Australia
Australian
n/a
Brockman Engineering Pty Ltd
Body Corporate
n/a
100%
Australia
Australian
n/a
Brockman Project Services Pty Ltd
Body Corporate
n/a
100%
Australia
Australian
n/a
Brockman Services Pty Ltd
Body Corporate
n/a
100%
Australia
Australian
n/a
Syfon Systems Pty Ltd Australia
Body Corporate
n/a
100%
Australia
Australian
n/a
Syfon Systems Sdn Bhd Malaysia
Body Corporate
n/a
100%
Malaysia
Foreign
Malaysia
Syfon Systems Pte Ltd Singapore
Body Corporate
n/a
100%
Singapore
Foreign
Singapore
Syfon Systems SE Asia, Inc.
Body Corporate
n/a
100%
Philippines
Foreign
Philippines
Syfon Systems Vietnam Co Ltd
Body Corporate
n/a
100%
Vietnam
Foreign
Vietnam
Tank Industries Australia Pty Ltd
Body Corporate
n/a
100%
Australia
Australian
n/a
TSF Power Pty Ltd
Body Corporate
n/a
100%
Australia
Australian
n/a
*
Basis of preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes
certain information for each entity that was part of the consolidated entity at the end of the financial year.
Determination of tax residency
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997.
The determination of tax residency involves judgement as 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 Tax Commissioner's
public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax
residency and ensure compliance with applicable foreign tax legislation.
EVZ Limited
Directors' declaration
30 June 2024
61
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board as described in note 1 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June
2024 and of its performance for the financial year ended on that date;
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;
●
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be
able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee
described in note 28 to the financial statements; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Graham Burns
Chairman
26 August 2024
Grant Thornton Audit Pty Ltd
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Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
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556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Independent Auditor’s Report
To the Members of EVZ Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of EVZ Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of
profit or loss and other comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the year ended on that date; and
b
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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Grant Thornton Audit Pty Ltd
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the key audit matter
Revenue from contracts with customers (Note 3)
In accordance with AASB 15 Revenue from Contracts
with Customers, revenues from goods and services are
recognised based on the completion of performance
obligations under each contract.
For the year ended 30 June 2024 the Group
recognised revenue from construction contracts of
$118,908,415. Revenue for these contracts is
recognised over time with reference to the input
method to determine revenue to be recognised.
The determination of the appropriate timing of revenue
recognition requires estimation of the inputs (costs)
remaining in the contract and the expected margins
earned on the contracts which requires management
judgement.
This area is a key audit matter due to the high level of
estimation and management judgement required to
determine the revenue recognised from each contract.
Our procedures included, amongst others:
•
Obtaining an understanding of the nature of revenue
transactions and the process and internal controls at
each subsidiary;
•
Selecting a sample of revenue transactions and
obtain the contract or agreements, test whether the
revenue is being calculated and recognised
appropriately;
•
Performing testing on debtors outstanding at
balance date to ensure these exist and have been
recovered subsequent to 30 June 2024;
•
Detailed analytical review of revenue and gross
margin analysis across the Group;
•
Reviewing material work-in-progress at
30 June 2024 to verify that the calculation utilised
and the inputs in the calculation are reasonable and
reflect the expected profit margin;
•
Reviewing project margins in the 30 June 2024
work-in-progress compared to actual margins
achieved by the business throughout FY24;
•
Discussing material projects performance with
General Managers and obtaining signed
confirmations from Project Managers to determine
whether the respective project status agrees with
the work-in-progress ledger; and
•
Assessing the adequacy of financial report
disclosures.
Goodwill impairment (Note 13)
As at 30 June 2024, the Group has goodwill of
$12,072,010 across two cash generating units (CGUs).
The Group is required to perform an annual impairment
test of goodwill in accordance with AASB 136
Impairment of Assets.
The Group estimates the recoverable of its CGUs by
employing a discounted cash flow model and, in doing
so, must determine the following key inputs and
assumptions:
•
forecast cash flows from operations;
•
working capital adjustments;
•
capital expenditure estimates;
Our procedures included, amongst others:
•
Assessing managements goodwill impairment
process in accordance with the requirements of
AASB 136;
•
Assessing the design and implementation of
relevant controls for embedded in the process;
•
Assessing managements goodwill allocation by
reviewing their determination of the cash generating
units or group of cash generating units;
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Grant Thornton Audit Pty Ltd
•
discount and growth rates; and
•
terminal value.
This area is a key audit matter due to management
estimation and judgement involved in the assessment.
•
Reviewing management's goodwill impairment
models as at 30 June 2024 for accuracy and
technical compliance;
•
Reviewing the key assumptions used in the model
for reasonableness given historical results,
subsequent events, contract pipeline and work
backlog;
•
Performing a sensitivity analysis on the key
assumptions utilised in management models;
•
Reviewing the FY24 forecasts against FY24 actuals
to determine managements’ ability to forecast
accurately;
•
Inquiring with management on current business
performance and pipeline of projects to support cash
flow assumptions in the model;
•
Reviewing managements forecast for FY25 - FY29;
•
Determining an auditors point estimate for the
recoverable amount of the CGUs and comparing the
outcome to managements; and
•
Assessing the adequacy of financial report
disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report, or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The directors of the Company are responsible for the preparation of:
a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and
the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i
the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
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Grant Thornton Audit Pty Ltd
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 26 August 2024
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 5 to 11 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of EVZ Limited, for the year ended 30 June 2024 complies with
section 300A of the Corporations Act 2001.
65
EVZ Limited
Shareholder information
30 June 2024
66
The shareholder information set out below was applicable as at 9 August 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over ordinary shares
% of total
% of total
Number
shares
Number
shares
of holders
issued
of holders
issued
1 to 1,000
1,096
0.26
-
-
1,001 to 5,000
270
0.52
-
-
5,001 to 10,000
82
0.50
-
-
10,001 to 100,000
151
4.82
-
-
100,001 and over
93
93.90
-
-
1,692
100.00
-
-
Holding less than a marketable parcel
1,306
0.57
-
-
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
UBS Nominees Pty Ltd
23,807,384
19.66
Bond Street Custodians Limited (Salter - D79836 A/C)
21,500,000
17.76
Airlie Beach Investments Pty Ltd
8,628,264
7.13
Bond Street Custodians Limited (RSALTE - V38514 A/C)
5,050,000
4.17
Bond Street Custodians Limited (RSALTE - D62375 A/C)
4,500,000
3.72
Sirocco Assets Pty Ltd (ABI Superannuation Fund A/C)
3,665,000
3.03
Myall Resources Pty Ltd (Myall Group Super Fund)
2,545,754
2.10
Onmell Pty Ltd (ONM BPSF A/C)
2,443,462
2.02
STF Enterprises Pty Ltd
2,306,840
1.91
Bond Street Custodians Limited (RSALTE - V39117 A/C)
2,272,096
1.88
Bond Street Custodians Limited (RSALTE - V37466 A/C)
2,120,351
1.75
HSBC Custody Nominees (Australia) Limited
1,654,272
1.37
Three Pillars Investment Group Pty Ltd (Bellgrove Super Fund)
1,448,621
1.20
Archwin Pty Ltd (Sharp Retirement Fund A/C)
1,444,798
1.19
Mr Wayne Stephen Glynne + Mrs Carol-Anne Glynne (Tuncurry Super)
1,416,287
1.17
Tayco Investments Pty Ltd
1,387,815
1.15
T R B Management Pty Limited (Bowden Super Fund A/C)
1,025,000
0.85
Ms Serena Salanitri
1,009,230
0.83
Mrs Carol-Anne Glynne
1,000,000
0.83
Mr Sean Patrick Martin (The Avebury Family A/C)
1,000,000
0.83
90,225,174
74.55
Unquoted equity securities
There are no unquoted equity securities.
EVZ Limited
Shareholder information
30 June 2024
67
Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
% of total
shares
Number held
issued
UBS Nominees Pty Ltd
23,807,384
19.66
Bond Street Custodians Limited (Salter - D64848 A/C)
21,500,000
17.76
Airlie Beach Investments P/L and Sirocco Assets P/L
12,293,264
10.15
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
There are no voting rights attached to options for ordinary shares until the options have been exercised.
EVZ Limited
Corporate directory
30 June 2024
68
Directors
Mr. Graham Burns, Chairman & Non-Executive Director
Mr. Robert Edgley, Non-Executive Director
Mr. Ian Luck, Non-Executive Director
Company secretary
Mr. Pieter van der Wal
Registered & principal office
EVZ Limited
Suite 115, 838 Collins Street
Melbourne Vic 3008
Telephone: (03) 9545 5288
Email: pieter.vanderwal@evz.com.au
Share register
Computershare Investor Services Pty Ltd
452 Johnston Street
Abbotsford Vic 3067
Telephone: +61 (0)3 9415 4000
Auditor
Grant Thornton Audit Pty Ltd
Collins Square, Tower 5
727 Collins Street
Docklands VIC 3008
Bankers
Commonwealth Bank of Australia
Collins Square, Tower 1
727 Collins Street
Docklands VIC 3008
Stock exchange listing
EVZ Limited shares are listed on the Australian Securities Exchange (ASX code: EVZ)
Website
https://evz.com.au/
Chief Executive Officer
Mr. Scott Farthing