Gowings Family
Executive Chairman and Managing
Director's Review of Operations
Gowings at a Glance
(at Directors’ Valuation)
Remuneration Report
Key metrics
Sustainability Programme
Financial Report
Financial review
Strategic Investments
ASX Listing Requirements
Profit and Loss Statement
Directors’ Report
02
12
06
27
04
20
07
28
05
24
08
CONTENTS
Directors
Mr. John Gowing (Executive Chairman and
Managing Director)
Mr. Sean Clancy (Non-executive Director)
Mr. John Parker (Non-executive Director)
Mr. James Davis (Non-executive Director)
Mr. James Gowing (Executive Director -
Finance)
Associate Directors
Mr. Ellis Gowing
Secretary
Mr. Ian Morgan
Stock Exchange Listing
The Australian Securities Exchange
Ticker Code: GOW
Registered Office
The Gowings Building 303 / 35-61
Harbour Drive Coffs Harbour, NSW, 2450
Australia T +61 2 9264 6321
Email: info@gowings.com
Share Registry Office
Computershare Investor
Services Pty Limited
Level 3, 60 Carrington Street
Sydney NSW 2000
Phone: 1300 855 080
Fax: 61 2 8234 5050
Auditors
William Buck
Level 29, 66 Goulburn Street
Sydney NSW 2000
Phone: 61 2 8263 4000
ABN
68 000 010 471
ACN
000 010 471
CORPORATE DIRECTORY
REDUCING OUR FOOTPRINT
Gowings continues to investigate and implement sustainability initiatives across all areas of our business
operations. Our fundamental aim is to have the smallest impact possible on the environment. Initiatives either
commenced, under investigation or completed include:
Kempsey Central rooftop solar system.
Completed
Coffs Central rooftop solar.
Completed
Coffs Central green waste composting system.
Completed
EV Charging Stations.
Installed
Comprehensive independent review of Gowings
Mid North Coast operations with the goal of installing substantial
solar and renewable energy micro grid.
Coffs Central Solar in place, with
other measures to be reviewed.
Preliminary investigation for feasibility of installing a community
geothermal system at Sawtell Commons which could provide up to
20% continuing energy savings annually for residents.
Ongoing engagement with CHCC
Independent report on best sustainable practices for packaging &
product development at Gowings SHI has been received.
Shift to recycle/able packaging
underway
Carbon capture project at Logie Farm
Underway
(iii) The continuing sales of lots in
stage 3 at Sawtell Commons,
which have been a significant
contributor to group cash
flow and earnings.
(iv) The completion of the
installation of solar panels
on the rooftop car park
at Gowings Coffs Central.
Providing both shade for
shoppers parking and a
material saving in annual
energy bills.
On the ground, we have
continued to see a rebound in
foot traffic and trading in our Mid
North Coast Shopping Centres,
in fact comparable sales at our
3 Shopping Centres have grown
from $149 million in 2019 to $164
million per annum in 2024.
We have continued to see
strong interest in leasing and
have opened several new shops
with more in the pipeline.
The recently opened shared
workspace on level one in
Coffs Central, “G Sphere” is
performing very well.
Our flagship store “Gowing’s
Pacific Traders”, on the
ground floor of Coffs Harbour
showcases our ocean lifestyle
brands, FCS, Alvey, and Gorilla
Grip and whilst trade has been
slower than we would have
liked, it is trending in the right
direction.
Most of our retail leases have
a percentage of turnover
provision or an annual CPI uplift
which over the medium term
protects the underlying value
of our shopping centres during
the ‘new normal’ period of
inflation. As such our Shopping
Centres remain a good hedge
against inflation over the long
We appear to have entered a
new period of Global Reserve
Banks monetary policy easing,
with interest rates lowering
in the US, Europe, Canada
and NZ. The recently reported
annual inflation rate of 2.7%
in Australia is within the RBA’s
target range and should presage
lower interest rates in Australia
in the near future. Should this
transpire it will be good for all
our business segments. In the
meantime it feels like we are
positioned in the twilight zone.
I am pleased to report that in this
difficult financial environment,
our financial team was able to
refinance our long term debt
facility on more flexible terms
with St George Bank.
There have been a number of
significant achievements made
during the year which are worthy
of mention:
(i) Successfully negotiating the
renewal of the lease with Coles
at Gowings Kempsey Central.
(ii) The takeover of our long
term investment in DICE
Molecules by Eli Lilly,
resulting in a capital gain of
approximately $6 million.
Reviewing the results following the end of our 156th year of trading, the key and overwhelming impact
continues to be the 13 interest rate increases imposed by the Reserve Bank of Australia, and associated
monetary policy tightening by most of the world’s central banks which has had a significant impact on global
consumer sentiment. This has caused and continues to cause a significant reduction in sales and profitability
at Gowings Surf Hardware International and a significant increase in the groups long term interest expenses.
term. Particularly now that the
replacement cost of our centres
is higher than the carrying
value and thereby creating a
significant barrier to entry for
new players.
Major construction work on
the Raymond Terrace and
Coffs Harbour Bypasses is well
underway with completion
of both expected by 2028.
These are projects with
national significance and are
estimated to cost circa $4.3
Billion. Gowings North Coast
property holdings will be major
beneficiaries of these very
worthy projects.
GOWINGS SURF
HARDWARE
INTERNATIONAL
GSHI continues to face difficult
global economic headwinds with
interest rates high, consumers
having less discretionary income
and overall sales down on the
prior year. On a positive note,
online sales are significantly
higher than the prior year at
$4M and warehousing has been
moved from Mona Vale to Coffs
Harbour, resulting in ongoing
cost savings and efficiencies for
the Group.
SAWTELL COMMONS
Stage 3 at Sawtell Commons
is now complete, there have
been 40 blocks of land sold
and contracts exchanged. The
market in Coffs Harbour for
vacant residential land has
slowed somewhat. Preliminary
approval work for Stage 4
consisting of 31 lots is underway
with an aim for them to be
completed in 2025. Construction
has commenced on The Coffs
Harbour Bypass, which is a
positive catalyst for economic
activity and skilled employment
in the area.
DIVIDENDS
The Group has generated strong
development property cash-
flows and will be declaring a final
3.45c fully franked LIC dividend.
The Company believes in
maintaining a prudent approach
to dividends given the capital
requirements of the Company
across various developments
and investment opportunities
either underway or under
consideration.
OUTLOOK
The outlook has improved with
CPI moving into the target range
and rate cuts likely for next
year, which will relieve financial
pressure for our tenants and
customers.
Thank you to all our team
members and the wider Gowings
community for their continuing
support.
J. E. Gowing
Executive Chairman and
Managing Director
EXECUTIVE CHAIRMAN AND MANAGING DIRECTOR'S
REVIEW OF OPERATIONS
3
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
GOWING BROS. LIMITED
2
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
For the year ended
31 July 2024
31 July 2023
31 July 2022
31 July 2021
31 July 2020
Net Assets¹
$203.6m
$205.7m
$215.5m
$208.6m
$195.5m
Net Assets per Share²
$3.84
$3.86
$4.03
$3.89
$3.64
Net profit after tax
($0.04)m
($5.3)m
$10.9m
$10.4m
$4.7m
Earnings per Share
(0.07) c
(9.91)c
20.42c
19.35c
8.82c
Dividends paid per Share
6.0c
7.0c
8.0c
7.0c
10.0c
Total Shareholder Return
1.1%
(2.5%)
5.7%
8.8%
(2.3%)
¹Net Assets before tax on unrealised gains on equities, private equities, investment properties, and freehold properties.
²Net Assets per share before tax on unrealised gains on equities, private equities, investment properties, and freehold properties.
The Company meets the definition of a Listed Investment Company (“LIC”) for taxation purposes. Certain shareholders of the Company,
including individuals, trusts, partnerships and complying superannuation entities may benefit from the Company’s LIC status by being
able to claim a tax deduction for the part of the dividend that is attributable to LIC capital gains made by the Company. The amount that
shareholders can claim as a tax deduction depends on their individual situation. As an example, an individual, trust (except a trust that is a
complying superannuation entity) or partnership who is an Australian resident taxpayer at the date a dividend is paid would be entitled to a
tax deduction equal to 50% of the amount attributable to LIC capital gains included in the dividend.
KEY METRICS
On behalf of the Board of Directors, I am pleased to comment on the results for the year ended 31 July 2024.
DIVIDENDS DECLARED PER SHARE
The Company declared a total dividend of $0.0645 in fully franked
dividends for the 2024 year.
The Company has maintained a prudent approach to dividends
given the capital requirements of the Company having various
development and investments opportunities currently either
underway or under consideration.
$0.05
$0.08
$0.03
$0.00
$0.02
$0.01
$0.04
$0.07
$0.06
$0.09
2024
2020
2021
2022
2023
$0.02
$0.02
$0.0645
FINANCIAL REVIEW
REVIEW OF OPERATIONS (CONTINUED)
$0.08
$0.06
$0.06
$0.06
Net assets per share before tax on unrealised gains on equity,
investment properties and private equities was at $3.84 as at 31
July 2024. Total shareholder return was 1.1% including the 6.0c
paid to Shareholders during the year.
NET ASSETS PER SHARE
$4.00
$4.10
$3.80
$3.90
$3.60
$3.70
$3.40
$3.50
$3.89
$4.03
$3.86
$3.64
$3.84
2021
2020
2022
2023
2024
Income After Tax for the year ended 31 July 2024 includes underlying
income from ordinary activities such as rent, interest, dividends and
revaluations of the investment portfolio.
OPERATIONAL PROFIT ($MILLION)
2.0
-4.0
-6.0
0.0
10.0
12.0
8.0
6.0
4.0
-2.0
-5.3
11.3
7.7
3.3
-0.04
2022
2021
2023
2024
2020
TOTAL REGULAR DIVIDEND PER SHARE
$0.0645
NET ASSETS PER SHARE
$3.84
NET ASSETS
$203.6M
EARNING PER SHARE
(0.07)C
DIVIDENDS DECLARED PER SHARE
$0.0645
TOTAL SHAREHOLDER RETURN
1.1%
NET LOSS AFTER TAX
$0.04M
4
5
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
GOWING BROS. LIMITED
GOWING BROS. LIMITED
31 July 2024
$’000
31 July 2023
$’000
Net Income from Ordinary Activities
Cobram Estates Olives
16,759
12,783
Surf Hardware International (at cost)
16,000
16,000
Carlton Investments
6,362
6,129
Power Pollen Accelerated Ag Technologies
1,538
1,541
SYMBYX
800
600
EFTsure
738
738
Woolworths Group Ltd
690
-
Eratos
500
500
Tasmanian Oyster Company
480
480
Space X
458
-
Perpetual Limited
443
-
Australian Foundation Investments
431
418
BHP Group Limited
423
460
Other Investments – Australia
10,318
10,975
Other Investments – International
2,965
9,272
Total
58,905
59,896
Private Equity Funds
Our Innovation Fund I
2,919
2,775
OurCrowd Australia
624
916
Our Innovation Fund II
582
569
Skalata Fund II
293
289
Other Private Equity Funds
780
682
Total
5,198
5,231
Pacific Coast Shopping Centre Portfolio
Sub-regional and Neighbourhood shopping centres
189,030
187,885
Borrowings
(95,865)
(94,310)
Total
93,165
93,575
Other Direct Properties
Properties under development¹
13,439
17,020
Properties available for development¹
14,697
12,498
Other properties
1,138
1,124
Total
29,274
30,642
Cash and Other
Cash (AUD)
5,104
10,355
Cash (USD)
8,555
4,620
Tax Liabilities
(12,631)
(11,218)
Surf Hardware International Consolidation Impact2
(3,718)
(4,804)
Other Assets and Liabilities
19,762
17,424
Total
17,072
16,377
Net assets before tax on unrealised gains on equities, investment properties and private equities
203,614
205,721
Provision for tax on unrealised gains on equities, investment properties and private equities
(9,359)
(10,369)
Net assets after tax on unrealised gains on equities, investment properties and private equities
194,255
195,352
Net Investment Property income of $4.7 million is a stable result with CPI and interest rates running high. The majority of the decrease is
attributable to increased amortisation on incentives for new store openings. All our centres are performing well considering the general
headwinds.
Net Development Property income of $4.5 million represents a strong result for sales at Sawtell Commons in the current reporting period.
Stage 3 has been registered and made available for sale and we have sold through the majority of the lots with additional settlements
occurring post year end.
Surf Hardware International net loss of $2.1 million was driven predominantly by overseas market conditions and deteriorating sales in all
geographies, but Japan in particular. We have put into place significant cost saving measures and will be monitoring closely to take further
action if needed. We believe sales will recover slowly over the next 12 – 24 months as the interest rate drops and economic backdrop
improves.
Overall Total Net Income from Ordinary Activities of $8.6 million represents a 5% decrease on the prior year primarily driven by the underlying
performance of Surf Hardware International globally.
Non-recurring expenses relate to costs associated with moving Head Office and Australian warehousing facilities for Surf Hardware
International to Coffs Harbour, including make-good expenses. Additionally, $500,000 of goodwill relating to Gowings Surf Hardware was
written off in the current year.
Overall, the loss after tax was $0.04 million compared to the previous year which was a loss of $5.3 million.
¹ Indicative appraisals and internal valuations indicate that there is approximately $27.4M of underlying additional value across our development property
portfolio. The increase is primarily due to the uplift on Sawtell Commons, Solitary 30 and 4 Moonee Beach Road.
2 Difference between the investment in Surf Hardware International (at cost) and net assets attributable to the group on consolidation.
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Net Income from Ordinary Activities
Interest Income
709
360
Investment Properties
4,735
5,092
Development Properties
4,468
3,407
Equities – Dividend Income
768
1,392
Managed Private Equities
65
104
Surf Hardware International
(2,100)
(1,258)
Total Net Income from Ordinary Activities
8,645
9,097
Head Office Expenses
Administration, Public Company and Other
6,714
6,292
Operational Profit
1,931
2,805
Gain/(loss) on sale or revaluation
Investment Properties – unrealised
-
(13,271)
Investment Properties – realised
(341)
(15)
Managed Private Equity – unrealised
(112)
(86)
Managed Private Equity - realised
(102)
380
Derivatives (Fixed Interest Rate Hedge) - realised
313
(78)
Other
Other Income
139
663
Non-recurring expenses
(2,237)
-
Loss Before Tax
(402)
(9,602)
Income Tax Benefit
370
4,317
Loss After Tax
(39)
(5,285)
PROFIT AND LOSS STATEMENT
GOWINGS AT A GLANCE (AT DIRECTORS' VALUATION)
REVIEW OF OPERATIONS (CONTINUED)
REVIEW OF OPERATIONS (CONTINUED)
6
7
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Woolworths Group Ltd
($0.69 M)
Woolworths Group is an Australian
multinational retail company, founded
in Sydney in 1924. It operates primarily
Woolworths supermarkets across Australia,
Woolworths in New Zealand and Big W. Also
included in the portfolio is Petbarn, a smaller
retail pet store operated across Australia. As
the biggest retailer in Australia, they are at
the forefront of technology across customers,
logistics and distribution.
www.woolworthsgroup.com.au
Carlton Investments ($6.36 M)
Carlton Investments (CIN) was incorporated
in 1928 and has a long-standing and expert
interest in the hotel business and cinema
industries. Founded by Sir Norman Rydge
and currently Chaired by his son Alan Rydge
AM, their primary business is the purchase
and retention of carefully selected shares
that provide attractive levels of sustainable
income and the potential for long term
capital growth. Carlton Investments carries
no debt and has the objective of consistently
generating fully franked dividends with a
minimal risk profile.
www.carltoninvestments.com.au
Perpetual Limited($0.44 M)
Perpetual Group is a diversified financial
services company which has been serving
Australians since 1886 when it was
established as a trustee company by a group
of businessmen including Sir Edmund Barton,
later to be Australia’s first Prime Minister.
That trustee heritage – and the culture it
created in putting clients first – is what
makes Perpetual unique.
www.perpetual.com.au
Gowings Surf Hardware
International ($16 M at cost)
The post pandemic slowdown continues
to impact the surf industry from that
experienced in FY23. As a result, Gowings Surf
Hardware International (GSHI) sales fell 11% to
$36.7m in FY24. GSHI has continued to focus on
managing and monitoring appropriate levels
of stock and ensuring margins are achieved
as these economic headwinds continue to
challenge GSHI on numerous fronts.
A number of major projects were completed
during the FY24 year including the completion
of the GSHI relocation to Coffs Harbour from
Mona Vale, the completion of the transition to
a new enterprise-resource-planning tool for
the majority of all operational regions (Japan
is currently underway – ETC is Feb 25) and
opening of the new Gowings Pacific Trader
retail store in Coffs Harbour. During the year,
Alvey Reels has been integrated into the GSHI
portfolio.
Continued focus is being applied on building
and enhancing our existing direct-to-consumer
(DTC) sales channel. Positively, significant
gains were achieved in FY24, with DTC
revenue increasing 34% to $4.174m. Continued
investment in this platform combined with the
operational synergies now being achieved with
the new enterprise resource planning tool will
enable further growth.
Work continues on building a purpose-built
warehouse and manufacturing facility to
meet our goal of local production in the Coffs
Harbour region.
GSHI remains committed to the Gowings
Whale Trust, continuing to donate 1% of total
GSHI revenue.
www.surfhardware.com.au
Cobram Estate Olives ($16.7 M)
Cobram Estate (CBO) commenced operations
in 1998 as a family affair and has matured
into a large undertaking with some 6,500
hectares of olive groves in production in
Victoria and 100 staff. With olive farm and
milling operations in both Australia and the
USA, CBO is a leader in the Australian olive
industry and an innovator in sustainable olive
farming. Premium brands include Cobram
Estate and Red Island.
www.cobramestate.com.au
BHP Billiton ($0.423 M)
BHP Billiton (BHP) founded in 1851 is a
world leader in the diversified resources
industry. They provide materials for essential
infrastructure aiming to continuously improve
economic development and living standards.
They manage the portfolio of assets in highly
attractive commodities growing value through
excellence in operations and acquiring the
right assets and options whilst managing
capital allocation.
www.bhp.com
Australian Foundation
Investments ($0.43 M)
Australian Foundation Investments (AFI)
is one of the largest and oldest listed
investment companies in Australia. Founded
in Melbourne in 1928 they specialise in
managing a portfolio of Australian equities
and take a long term, conservative approach
to investing which closely aligns with
Gowings’ own values. This minimises dealing
costs and has historically provided investors
with sound, tax-efficient, long-term returns.
Their diversified portfolio ensures they are
not overexposed in any one particular sector
www.afi.com.au
restaurants and bars surrounding the surf
lake providing a full immersion experience for
visitors and locals alike.
www.surf-lakes.com
SYMBYX ($0.8 M)
SYMBYX is a Sydney based medical
technology company. Founded in 2019 they
are developing device based light therapies
(photobiomodulation) to treat and provide
symptomatic relief from pain and discomfort
for people living with chronic diseases such
as Parkinson’s, dementia, Crohn’s Disease
and diabetes. They work with research
partners and clinicians in Australia, Portugal,
Germany and the United Kingdom and clinical
trials are well advanced in a number of key
geographies.
www.symbyxbiome.com
Power Pollen ($1.53 M)
Power Pollen is an American company
based in Ames, Iowa who have developed
a pollination capability that increases crop
yields, specifically in corn and wheat. The
process allows the producer to time their
crop pollination, rather than rely on the
variability of nature and to develop specific
crop attributes to increase cropping yields.
The technology can increase the ratio of
female to male corn plants 3 fold and as
the females are fruit bearing, crop yield is
significantly increased. The company has
received strong support from the local United
States market with the Iowa Corn Growers
Association an early equity investor.
www.powerpollen.com
SPACEX ($0.45 M)
SpaceX designs, manufactures, and launches
advanced rockets and spacecraft, aiming to
reduce space transportation costs and enable
the colonisation of Mars. It operates Starlink
and Starshield. Starlink enables speed
internet around the world through satellites,
requiring no cables and expensive on ground
infrastructure. Starshield leverages SpaceX’s
Starlink technology and launch capability to
support national security efforts.
www.spacex.com
Wholesale Investor ($0.4 M)
Wholesale Investor, based in Sydney, is a
global venture investment platform. They
connect emerging innovative companies
seeking capital with investors. With a
growing ecosystem of 30,000 high net worth
investors, family offices, venture capital and
private equity firms, government bodies and
industry participants, their platform allows
convenient and simple access to investment
opportunities from a broad range of emerging
business opportunities.
www.wholesaleinvestor.com.au
Surf Lakes Global ($0.3 M)
Surf Lakes is exactly what it sounds like, a lake
you can surf on. With a prototype surf park
in Yeppoon, Australia consistently producing
multiple surfable waves using a contoured
lakebed. The swell is created using a hydraulic
plunge wave machine in the lake centre and
in this respect differs from traditional surf
parks where, usually, only a single wave is
produced. The team envisage accommodation,
STRATEGIC INVESTMENTS
REVIEW OF OPERATIONS (CONTINUED)
Tasmanian Oyster Company
($0.48 M)
The Tasmanian Oyster Company was founded
in 1979 and has more than 220 hectares of
pristine Tasmanian waters. They are the
largest vertically integrated oyster business
in Australia with hatcheries, growing farms,
harvest, sales and distribution. The company
has a strong focus on sustainability and is
certified organic by the National Association
for Sustainable Agriculture Australia. Their
oysters are among the highest quality
produced in Australia and are sold both
as spat and as mature oysters in both the
domestic and international markets with
strong interest from countries such as Japan,
Singapore and Vietnam.
www.tasmanianoysterco.com.au
EFTSure ($0.73 M)
EFTSure provides a bank detail verification
service that minimises the risk of fraudulent
invoices being paid. It matches the account
details for suppliers of goods and services
in a business’ payment system, (generally a
banking portal), by verifying the creditor’s
account name, BSB and account number
and matching it with the Australian Business
Registry data. Gowings use the system for
their online payments as a safeguard against
payment fraud and the automated nature
of the system provides material operational
efficiencies.
www.get.eftsure.com.au
Our Innovation Fund I, II & III
($3.71 M)
Our Innovation Fund and its successors were
both launched by OurCrowd with a specific
focus on Australian tech start-ups. Based in
Sydney they target high net worth investors
only and manage a pool of capital that is
carefully invested into technology focused
start-ups with. No significant updates have
occurred in the current reporting period
www.oifventures.com.au
OurCrowd Australia($0.62 M)
OurCrowd was founded in 2013 in Jerusalem,
Israel by Jonathan Medved with the aim to
build a pool of venture capital for investing
in start-ups worldwide. They have offices in
the United States, United Kingdom, Spain,
Canada, Australia, Brazil, and Singapore and
are democratising access to private equity
investing via an easily accessible and user
friendly online platform. OurCrowd also invest
in many of the start-ups and open the door
for retail investors to invest on the same
terms. In the current period a small number of
realisations and write-offs have reduced the
balance of the underlying investment portfolio.
www.ourcrowd.com
LISTED AUSTRALIAN SHARES
UNLISTED SHARES
PRIVATE EQUITIES
9
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
GOWING BROS. LIMITED
8
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
PACIFIC COAST SHOPPING CENTRE PORTFOLIO
OTHER INVESTMENTS PROPERTIES & PROPERTIES UNDER DEVELOPMENT
STRATEGIC INVESTMENTS
REVIEW OF OPERATIONS (CONTINUED)
Retail Sales Growth & Resilience
This year has presented a challenging environment for our portfolio of Shopping Centres, driven largely by rising
interest rates and increased cost-of-living pressures that have weighed heavily on consumer spending. While we
began the year with positive momentum, particularly in essential and non-discretionary categories, the latter half
of the year has seen a deceleration in sales growth across the board, as customers have become more cautious in
their spending habits.
Despite these headwinds, our Centres have remained resilient, maintaining a steady flow of foot traffic and tenant
occupancy. However, the current economic climate has made Leasing more challenging, with some retailers delaying
expansion plans or seeking shorter lease terms. We have responded by refining our leasing strategies and supporting
our tenants through targeted marketing initiatives, ensuring that our centres continue to serve as vibrant community hubs.
Looking ahead, we remain cautiously optimistic about the coming year. As inflationary pressures are expected to ease
and the economy stabilises, we anticipate a gradual recovery in consumer confidence and spending. With our continued
focus on enhancing the shopping experience and adapting to market conditions, we believe our Shopping Centres are
well-positioned to capitalise on these improving economic conditions.
Coffs Central
We are pleased to welcome several exciting
new retailers to Coffs Central, including
Phan's Kitchen, a modern and vibrant
Vietnamese offer, as well as flagship
stores for Gowings Pacific Trader and Alvey
Fishing Reels—both iconic brands that add
significant appeal to our centre. In addition,
Nail Style Central and Coffs Central Barber
have recently opened, further enhancing our
diverse retail mix.
These new openings are a testament to
the ongoing belief in the future of Coffs
Central, even amidst challenging economic
conditions. The leasing pipeline and enquiry
levels remain strong, and we are working
with several more exciting retailers who
will be opening in the coming months.
We also continue to explore further
development opportunities at Coffs Central,
including the DA-approved hotel, rooftop
apartments, and office tower expansion.
Sawtell Commons
Sawtell Commons Stage 3 has been
completed and we have realised $8.73
million in gross sales in the current
reporting period. These sales have been
made at good prices and overall profit
generated from the Sawtell Development
was $4.52 million. Preliminary planning
works are underway for Stage 4, consisting
of 31 lots, with an aim for them to be
completed in 2025.
Solitary 30
Solitary 30 (Coffs Harbour Jetty Precinct)
has a range of staged and un-staged
architectural plans currently under
consideration but with the current NSW
government Jetty Foreshores development
project struggling to gain community
acceptance, we are taking a cautious
approach to our planning.
Logie Farm and Pipers Brook
In March 2022, the Company purchased
two properties in Tasmania with the view
that agriculture in Tasmania reflects a
viable long-term industry with demand for
boutique and artisan Australian produce
growing internationally and locally. The two
properties are strategically located in the
South and North of Tasmania respectively
and both represent agricultural and
development opportunities.
Port Central
Port Central continues to trade well, with a strong retail mix
already in place. Our focus remains on maintaining this robust mix
of retailers while actively pursuing new opportunities to further
enhance the centre's appeal. Additionally, we have been approved
for a boutique liquor license and Kaleidoscope has opened, a
showcase for local makers.
We are also exploring various capital upgrades, remixing strategies,
and redevelopment opportunities to elevate the overall experience
for both our retailers and shoppers. Work is underway to plan
for future-proofing the centre and we are in talks with prominent
Australian retailers.
Kempsey Central
During the year we have renewed Coles at Kempsey on a ten year
lease. We have also been granted a boutique liquor license and we
plan to open the new bottle shop prior to Christmas. Overall trading
conditions remain challenging but there are a number of national
tenants we are in discussions with to take on some spaces within
the centre
11
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
GOWING BROS. LIMITED
10
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
SHOPPING CENTRES
Gowings continues its commitment to minimising our environmental
impact. Our goal is to become a net zero company as soon as feasibly
possible. Gowings has a long history of being environmentally
proactive with a range of initiatives including the Gowings Whale
Trust which was established in 2001.
Completed Initiatives
Expert consultancy firms were engaged to
identify improvements to our three centres
with regard to waste generation, water use,
and electricity consumption. A range of
recommendations have been progressed.
Port Central and Coffs Central have
introduced recycling and coffee cup
separation bins. Coffs Central has an organic
composter allowing us to divert food waste
from landfill. A rooftop garden has been
planted at Coffs Central. Kempsey Central
now has a 99kw solar system installed that
significantly reduces the centre’s carbon
emissions. Coffs Central’s 400kW rooftop
solar system is now in operation. Port and
Coffs now have EV charging stations. All
centre lighting has been converted to LED.
Future Plans
Plans are underway to augment existing
centre PV (solar) capacities with a 400kW
rooftop solar systems installed at both Port.
This will bring the combined total solar
system output to 1,128kW, (this equates to
enough generated electricity to power 112
homes per annum).
Sizing was determined by the
aforementioned independent report and
should cover our energy needs on a day to
day basis (weather permitting), significantly
reducing our energy consumption, carbon
emissions, and reliance on the grid.
We are also exploring the possibility of each
centre establishing an embedded network
whereby retailers can purchase solar
electricity from Gowings at favourable rates.
Completed Initiatives
Sawtell Commons is a free hold land
subdivision however we have sought
to identify estate wide energy saving
opportunities. Including geothermal heating
and cooling, heat pump technology, rainwater
harvesting, a community battery, and a
virtual power plant/microgrid.
Some preliminary geothermal work has
taken place with 3 pilot sites drilled and
thermally tested with initial findings positive.
An independent engineer has designed a
community wide system and undertaken
a financial feasibility study. The system is
workable considering the cost, conversations
continue with the local council.
Future Plans
Paired with the aforementioned geothermal
system we are researching a community
microgrid and battery so residents can store
electricity generated by solar and then sell
energy to each other and to the grid as a
group enabling them to achieve better prices.
Gowings plan on retaining a number of lots
to establish a build-to-rent initiative as we
will have complete control over this aspect
we plan to incorporate geothermal and
battery system in the project.
SUSTAINABILITY PROGRAM
REVIEW OF OPERATIONS (CONTINUED)
SAWTELL COMMONS (220 LOT
SUBDIVISION IN BONVILLE SOUTH
OF COFFS HARBOUR)
LAND DEVELOPMENT
SAWTELL COMMONS
LOT SUBDIVISION
220
12
13
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
GOWINGS SURF HARDWARE
INTERNATIONAL
INVESTMENTS
GOWINGS WHALE TRUST
Completed Initiatives
GSHI manufactures a range of globally
recognised surf sport related brands
including FCS, Gorilla Grip, Softech,
Kanulock, and Hydro. Currently 1% of
all sales generated goes to the Gowings
Whale Trust helping to fund initiatives
safeguarding our seas and reducing waste
in the ocean. A report into eliminating
single use plastics in packaging has been
completed with the findings currently being
implemented.
Future Plans
The 1% for the Gowings Whale Trust plan will
continue in the foreseeable future and GSHI
packaging will be shifted away from single
use plastics to cardboard wherever possible.
Longer term the aim is to shift production
to the use of recycled materials. As a surf
travel business, it is integral to Gowings Surf
Hardware International’s future that GSHI
minimise any negative impacts on the ocean
and environment generally.
Completed Initiatives
The day to day running and practices
of the majority of Gowings investments
are, generally speaking, outside of our
immediate control and this applies to
our share portfolio and venture capital
investments. Gowings have, however,
invested in two farming properties in
Tasmania that enable us to implement
best practice farming while also assisting
in facilitating future developments.
Completed Initiatives
Established in 2001, the Gowings Whale
Trust seeks to preserve and promote
whale populations, and this extends to
the adjacent issues of sea biodiversity and
cleanliness. A watercraft was donated to
Sea Shepherd and we have helped fund Sea
Shepherds work on stopping krill harvesting
in the Antartic and their merchandise is
promoted at Gowings centres to provide
additional support.
Future Plans
We will continue to be on the lookout for
worthy causes to help fund with a focus on
the Marine Environment.
SUSTAINABILITY PROGRAM
REVIEW OF OPERATIONS (CONTINUED)
14
15
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
GOWINGS GOLD
In an authentically Australian way,
Gowings Coffs Central envisions a
place where locals can connect with
their community, through social
activities, entertainment, events,
education and retail offers. Both locals
and tourists actively choose our center
for its ambiance, friendly retailers,
support community arts and culture
activations, and a diverse array of
products and services.
All these elements contribute to our
unique customer experience, making a
visit to Gowings Coffs Central “So much
more than shopping!”
THE GOWINGS WAY
For 156 years, we have
proudly served Australia
and its people
"The Gowings Way” book
celebrates our unique Aussie
heritage, our way of doing
business and our pioneering
history. A proud fifth generation
Australian family business,
Gowings is the embodiment
of the Australian Spirit.
Authenticity and adaptability
has made Gowings stand the
test of time. As we celebrate
this accomplishment, we are
inspired by the fierce loyalty of
Australians and their love for our
Great Southern Land.
Ted Gowing, represents the
courage and tenacity with which
our country faced the challenges
of two world wars.
Ted's squadron escorted Atlantic
convoys between US and UK.
Each day they flew not knowing
who would return.
Gowing’s continues the tradition
of overcoming challenges
head on. We are proud to tell
the story of Gowings Bros
and the dedicated people
who built it. The story of our
vision and values: dependable,
honest and fair dealing. With
strong relationships, we build
businesses, contributing to the
long-term success of our nation.
Our pioneering inventive,
persevering Spirit is, "The
Gowings Way”.
"Everyday people working
together achieve extraordinary
outcomes."
- John Gowing, 2024 -
Ted Gowing in WWII, Hurricane. Circa 1944.
Each mission the Pilots did not know whether they would
make it back.
On encountering the enemy, the Hurricanes long range tanks
would be dropped at sea. Return was impossible if far from
base. Out of Ted’s 22 man Air Force squadron 4 returned.
GO NORTH
GOWINGS is an Investment Company with proud family heritage,
located on the beautiful mid-North Coast of NSW.
We have been in the business of ‘Enriching People’s Lives, since
1868. and we believe that ‘real people invest in Gowings’.
Our objective is to connect Gowings to Australia through history,
pioneering spirit, Australian culture, achievements and positive
identity. To influence, reinforce and create an image of who Gowings
is, and what Gowings stands for — our philosophy, goals and
purpose — and that we are all connected and should care for one-
another. ‘Go North’ recontextualises the familiar, not as a simple act
of ‘doing’, but as a state of ‘being’ — an idealised vision of where we
all want to go.
It allows us to frame communication in a personable and irreverent
way, and thread together narratives drawn from history, current
events, and our portfolio of investments.
Using our pillars of “community, innovation and environment, our
objective is to celebrate our unique pioneering spirit, generate
awareness of the Gowings brand, and continue to bring a focus to
Australian investment opportunities.
FCS GO
FCS Go is a new marketing campaign to drive sales and awareness of
FCS and to position FCS in the travel segment.
Driven by a desire to make surf travel simple and ensure a surfboard
hits its optimum performance, FCS products are built to help surfers
get the maximum amount from each and every surfing experience.
With a focus on innovation and heritage that’s rooted in the core
of surfing, our premium surf hardware is rigorously engineered so
nothing is holding you back.
So, when airfares go on sale, you’re paddling out for the first time or
the wave of the day comes right to you, there is no reason not to GO.
YOUR NEXT GREAT
ADVENTURE
STARTS
HERE
LOCALS
SUPPORTING
LOCALS
GOWINGS GONE NORTH
16
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Go North
Results
DIRECTORS’ REPORT
Review of Operations
The operations of the Company are reviewed in the Executive Chairman and Managing Director’s ‘Review of Operations’ on page 2.
Environment
The Company is committed to a policy of environmental responsibility in all its business dealings. This policy ensures that when the
Company can either directly or indirectly influence decisions that have an impact on the environment, this influence is used responsibly.
Principal Activities
The principal activity of the Company is investment and wealth management. The Company maintains and actively manages a diversified
portfolio of assets including long-term equity and similar securities, investment properties, managed private equity, property development
projects and cash.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the Company other than as disclosed elsewhere in this report.
Matters Subsequent to the End of the Financial Year
No matter or circumstance has arisen since the end of the financial year which has significantly affected, or may significantly affect, the
operations of the Company, the results of those operations or the state of affairs of the Company in future financial years, except for the
matters disclosed in note 45 of the financial report.
Likely Developments and Expected Results of Operations
Further information on likely developments in the operations of the Company is included in the Executive Chairman and Managing Director’s
‘Review of Operations’ on page 2.
DIRECTORS’ AND EXECUTIVES' INTERESTS
For the year ended
31 July 2024
$'000
31 July 2023
$'000
Operating loss for the year before income tax
(409)
(9,602)
Income tax benefit
370
4,317
Net loss after income tax
(39)
(5,285)
Net loss attributable to members of Gowing Bros. Limited
(43)
(5,286)
Total
Shares
J. E. Gowing
Executive Chairman and
Managing Director
Appointed Executive Chairman 25 August 2023 and reaffirmed 25 July 2024.
Executive Director and Member of the Remuneration Committee
Director since 1983
Bachelor of Commerce Member of Chartered Accountants Australia and New
Zealand, and Member of CPA Australia.
No other directorships held in listed companies over the past 3 years.
20,993,748
J. E. Gowing (James)
Executive Director - Finance
Appointed Director in August 2023.
Bachelor of Business, CA.
He is a Chartered Accountant and after graduating from UTS spent five years in Audit and
Assurance at William Buck. He has experience with a wide range of Australian Companies,
both listed and private. No other directorships held in listed companies over the past 3
years.
64,504
(Appointed 25 August 2023)
J. E. Davis
Non-Executive Director
(Appointed 25 August 2023)
Appointed Director in August 2023 and Member of the Audit Committee.
Bachelor of Applied Finance, Bachelor of Commerce (Accounting and Finance), CA.
James Davis is a Partner at HQB Accountants Auditors Advisors at Bellingen and Coffs
Harbour, NSW. He joined HQB in 2014 and made Partner in 2016. Earlier in his career,
James worked at Ernst & Young and Westpac Group, working in audit & assurance in
both roles. No other directorships held in listed companies over the past 3 years.
5,000
J. G. Parker
Non-Executive Director
Director since 2002 and Chairman of the Audit Committee
Bachelor of Economics
Mr. Parker is a coach of senior executives, with over three decades as an
investment professional. No other directorships held in listed companies over the
past 3 years.
57,306
S. J. Clancy
Non-Executive Director
Director since April 2016 and Chairman of the Remuneration Committee and
Member of the Audit Committee
Diploma of Marketing.
Mr. Clancy is an experienced businessman with a focus on sales and marketing and
is presently a director of Transfusion Pty Ltd.
5,000
I. H. Morgan
Joint Company Secretary
Bachelor of Business, Master of Law, Grad Dip Applied Finance and Investment
Mr. Morgan was appointed company secretary on 18 April 2019 and has over
35 years’ experience as a Company Secretary and Chartered Accountant for
businesses operating both in Australia and overseas.
4,000
Dividends
A final fully franked LIC
dividend of 3.45 cents
per share is payable to
shareholders on
5 November 2024.
$1,829,076
An interim fully
franked dividend of 3.0
cents per share was
paid to shareholders
on 22 April 2024.
$1,590,591
A final fully franked
dividend of 3.0 cents
per share was paid to
shareholders on 27
October 2023.
$1,597,834
An interim fully
franked dividend of 3.0
cents per share was
paid to shareholders
on 21 April 2023.
$1,599,334
20
21
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Your Directors are pleased to present their report on the Company for the year ended 31 July 2024.
The following persons were directors, executives or a company secretary of Gowing Bros. Limited either during or since the end of the year.
MEETINGS OF DIRECTORS
During the year ended 31 July 2024, meetings were held in person, by telephone and by email. Where necessary, circular resolutions were
also approved.
Remuneration Report
The Company’s remuneration report, which forms a part of the Directors’ Report, is on pages 24 to 26 .
Corporate Governance
The Company’s statement on the main corporate governance practices in place during the year is set out on the Company’s website at
http://gowings.com/reports-announcements/
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 on page 65.
Shares Under Option
There were no unissued shares under option at the date of this report.
Indemnification and Insurance of Directors and Officers
The Company’s constitution provides an indemnity for every officer against any liability incurred in his/her capacity as an officer of the
Company to another person, except the Company or a body corporate related to the Company, unless such liability arises out of conduct
involving lack of good faith on the part of the officer. The constitution further provides for an indemnity in respect of legal costs incurred by
those persons in defending proceedings in which judgement is given in their favour, they are acquitted or the court grants them relief. During
the year the Company paid insurance premiums in respect of the aforementioned indemnities. Disclosure of the amount of the premiums and
of the liabilities covered is prohibited under the insurance contract.
Indemnification 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.
Non-Audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and
experience with the Company are important.
The Board of Directors has considered the position in accordance with advice received from the Audit Committee and is satisfied that the
provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act
2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor
independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services have been reviewed by the Audit Committee to ensure that they do not impact the impartiality and objectivity
of the auditor;
• none of the services undermine the general principles relating to auditor independence as set out in APES110 Code of Ethics for Professional
Accountants (including Independence Standards), including reviewing or auditing the auditor’s own work, acting in a management or a
decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
Rounding of Amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in the Financial/ Directors’ Reports) Instrument 2016/191 issued by the
Australian Securities and Investments Commission relating to the “rounding off” of amounts in the Directors’ report and financial report.
Amounts in the Directors’ report and financial report have been rounded to the nearest thousand dollars in accordance with that Legislative
Instrument, unless otherwise indicated.
Environmental Regulation
No significant environmental regulations apply to the Company.
This report is made in accordance with a resolution of the Directors of Gowing Bros. Limited.
Audit and Non-Audit Services
During the year the following fees were paid or payable for services provided by William Buck the auditor of the company.
31 July
2024
$
31 July
2023
$
Audit services – William Buck
Audit and review – group
127,000
123,500
Audit and review – controlled entities
146,900
50,500
Other services – William Buck
Financial review
13,500
5,250
287,400
179,250
J. E. Gowing
Executive Chairman and
Managing Director
Coffs Harbour, NSW
28 October 2024
Board Meetings
Audit Committee Meetings
Remuneration Committee
Meetings
Meetings Eligible
to attend
Attended
Meetings Eligible
to attend
Attended
Meetings Eligible
to attend
Attended
J. E. Gowing
7
7
-
-
1
1
J. G. Parker
6
5
1
1
-
-
S. J. Clancy
7
7
1
1
1
1
J. E. Gowing (James)
5
4
-
-
-
-
J. E. Davis
5
3
1
1
-
-
22
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Attendance at Board, Audit Committee & Remuneration Committee meetings by each Director of the Company during the financial year is set
out below:
REMUNERATION REPORT
REMUNERATION REPORT
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
• Additional information
The information provided in this remuneration report has been
audited as required by section 308(3C) of the Corporations Act 2001.
Principles used to Determine the Nature and
Amount of Remuneration
It is the Company’s objective to provide maximum stakeholder benefit
from the retention of a high quality board and executive team by
remunerating Directors and executives fairly and appropriately with
reference to relevant employment market conditions and the nature
of Company operations.
The Board has established a Remuneration Committee which consists
of the following Directors:
• S. J. Clancy, Chairman of the Remuneration Committee
• J. E. Gowing, Executive Chairman and Managing Director
Non-Executive Directors
For Non-executive Directors, remuneration is by way of Directors’
fees as described below. For the Executive Director and senior
executives, remuneration is by way of a fixed salary component and a
discretionary incentive component as described below.
Persons who were Non-executive Directors of the Company for all or
part of the financial year ended 31 July 2024 were:
• J. G. Parker
• S. J. Clancy
• J. E Davis
Directors’ fees
The remuneration of Non-executive Directors is determined in
accordance with the Directors’ remuneration provisions of the
Company’s constitution. Fees and payments to Non-executive
Directors reflect the demands which are made on, and the
responsibilities of, the Directors. Non-executive Directors’ fees and
payments are reviewed annually by the Remuneration Committee
in line with the market and approved by the Board. The Chairman’s
fees are determined independently to the fees of Non-executive
Directors based on comparative roles in the external market.
Non-executive Directors do not receive any performance based
remuneration or share options.
There is no scheme to provide retirement benefits to Non-executive
Directors outside of statutory superannuation.
Executives
Executives are officers of the Company who are involved in,
concerned with, take part in and are able to influence decisions in
the management of the affairs of the Company. Persons who were
executives for all or part of the financial year ended 31 July 2024
were:
• J. E. Gowing, Executive Chairman and Managing Director
• J. E. Gowing (James), Executive Director - Finance
• E. J. Gowing (Ellis), Associate Director
Executive remuneration is a combination of a fixed total
employment cost package and a discretionary incentive element
which may be awarded by cash or invitation to participate in the
Company’s Employee Share & Option Scheme or Deferred Employee
Share Plan Scheme. Remuneration is referenced to relevant
employment market conditions and reviewed annually to ensure
that it is competitive and reasonable.
The incentive element is awarded at the discretion of the
Remuneration Committee and approved by the Board on the basis
of recommendations from the Executive Chairman. The Executive
Chairman’s incentive element is awarded at the discretion of
the Remuneration Committee and approved by the Board. In
determining the amount (if any) of bonus payments or of options
or shares issued, consideration is given to an executive’s effort
and contribution to both the current year performance and
the long term performance of the Company, the scope of the
executive’s responsibility within the Company, the scale and
complexity of investments required to be managed, the degree
of active management required and the degree of skill exhibited
in the overall process. Regard is also given to the quantum of an
executive’s total remuneration.
Details of Remuneration
Details of the remuneration of the Directors and key management personnel are set out in the following tables:
2024
Share
based
$
Post –
employment
$
Long term
$
Total
$
Cash salary and
fees
Cash
bonus
Movement in
provision for
annual leave
Non-
monetary
benefits
Share
bonus
Superannuation
Movement in
provision for long
service leave
Non-executive Directors
J. G. Parker
53,233
-
-
-
-
5,440
-
58,673
S. J. Clancy
63,305
-
-
-
-
6,986
-
70,291
J. E. Davis (Appointed -
Aug 23)
55,000
-
-
-
-
-
-
55,000
171,538
-
-
-
-
12,426
-
183,964
Executive Directors
J. E. Gowing (Chairman
and Managing Director)
162,102
-
(4,764)
-
-
17,898
4,954
180,190
J. E. Gowing (James)
(Executive Director -
Finance)
122,576
-
(2,370)
-
-
13,424
4,005
136,635
Other key management personnel
E. J. Gowing (Ellis)
52,285
-
(1,740)
-
-
5,800
971
57,316
Total key management
personnel
compensation
507,501
-
(8,874)
-
-
49,548
9,930
558,105
2023
Share
based
$
Post –
employment
$
Long term
$
Total
$
Cash salary and
fees
Cash
bonus
Movement in
provision for
annual leave
Non-
monetary
benefits
Share
bonus
Superannuation
Movement in
provision for long
service leave
Non-executive Directors
Prof. J. West (Chairman)
96,350
-
-
-
-
10,156
-
106,506
J. G. Parker
52,066
-
-
-
-
15,300
-
67,366
S. J. Clancy
43,439
-
-
-
-
4,579
-
48,018
191,855
-
-
-
-
30,035
-
221,890
Executive Directors
J. E. Gowing
162,835
-
10,230
-
-
17,165
2,488
192,718
Other key management personnel
J. E. Gowing (James)
122,126
-
429
-
-
12,874
2,011
137,440
Total key management
personnel
compensation
476,816
-
10,659
-
-
60,074
4,499
552,048
24
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
REMUNERATION REPORT
ASX LISTING REQUIREMENTS
26
27
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Service Agreements
There are service agreements in place with J. Parker, J. Gowing,
S. Clancy, J.E. Gowing, J. Davis, E. Gowings.
Remuneration and other terms of employment for the Executive
Chairman, executives and other key management personnel are
approved by the Board and provide for the provision of performance-
related incentives.
Other major provisions relating to remuneration are set out below:
J. E. Gowing, Executive Chairman and Managing Director
• No fixed term.
• Base salary, inclusive of superannuation, as at 31 July 2024
of $180,000, to be reviewed annually by the Remuneration
Committee.
• No termination benefit is payable.
J. E. Gowing (James), Executive Director - Finance
• No fixed term.
• Base salary, inclusive of superannuation, as at 31 July 2024
of $135,000, to be reviewed annually by the Remuneration
Committee.
• No termination benefit is payable
E. J. Gowing (Ellis), Associate Director
• No fixed term.
• Base salary, inclusive of superannuation, as at 31 July 2024
of $130,000, to be reviewed annually by the Remuneration
Committee.
• No termination benefit is payable
The information provided in this remuneration report has been
audited as required by section 308(3C) of the Corporations Act 2001
Additional Information
Employee Share & Option Scheme: The scheme is operational. No
shares or options were issued under this scheme during the year.
Deferred Employee Share Plan Scheme: All employees and non-
executive directors are eligible to participate in the Company’s
Deferred Employee Share Plan Scheme. Shares issued under this plan
during the year were purchased on market.
The Company Employee Share & Option Scheme and Deferred
Employee Share Plan Scheme may be utilised as a part of the award
of any incentive payment for all employees which in turn assists in
aligning the interests of employees with the long term performance of
the Company.
The table set out below reflects the relationship between Remuneration Policies and Company Performance:
Fixed
Performance
2024 (%)
2023 (%)
2024 (%)
2023 (%)
Executive Chairman and Managing Director
J. E. Gowing
100
100
-
-
Other key management personnel
J.E. Gowing (James)
100
100
-
-
E. J. Gowing (Ellis)
100
100
-
-
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
The number of shareholdings held in less than marketable parcels is 154.
2. Voting Rights
Members voting personally or by proxy have one vote for each share.
3. Substantial Shareholders at 16 October 2024
The substantial shareholders as defined by Section 9 of the Corporations Act 2001 are:
1. Shareholders at 16 October 2024
4. Top 20 Equity Security Holders at 16 October 2024
In accordance with Australian Securities Exchange Listing Rule 4.10, the top 20 equity security holders are:
5. Corporate Governance Practices
The Company’s statement on the main corporate governance practices in place during the year is set out on the Company’s website at www.
gowings.com/reports-announcements/.
Range of shares
No. of shareholders
1 – 1,000 shares
335
1,001 – 5,000 shares
359
5,001 – 10,000 shares
143
10,001 – 100,000 shares
269
Over 100,000 shares
53
Total shareholders
1,159
No. of ordinary
shares
% of issued shares
1
Warwick Pty Limited
7,211,378
13.60%
2
Audley Investments Pty Ltd
5,263,957
9.93%
3
Carlton Hotel Limited
4,701,144
8.87%
4
Mr John Edward Gowing
3,676,709
6.94%
5
Woodside Pty Ltd
3,235,816
6.10%
6
Charles & Cornelia Goode Foundation Pty Ltd
2,500,000
4.72%
7
Ace Property Holdings Pty Ltd
1,560,000
2.94%
8
Mr John Gowing
1,187,189
2.24%
9
Mr Frederick Bruce Wareham
1,152,358
2.17%
10
Mr Philip Anthony Feitelson
772,500
1.46%
11
Henadome Pty Ltd
670,000
1.26%
12
Mr Graeme Legge
669,200
1.26%
13
Feitelson Holdings Pty Limited
665,625
1.26%
14
Mr Ronald Langley and Mrs Rhonda Elizabeth Langley
660,580
1.25%
15
Enbeear Pty Limited
636,829
1.20%
16
Mrs Jean Kathleen Poole-Williamson
568,443
1.07%
17
Feitelson holdings pty limited
550,000
1.04%
18
Mr philip anthony feitelson
547,283
1.03%
19
Capitol securities pty ltd
494,000
0.93%
20
Jamina investments pty ltd
441,258
0.83%
Total
37,164,269
70.10%
Total issued share capital
53,016,693
2024
2023
2022
2021
2020
Net Profit/(loss) after tax
($39)k
($5.3)m
$10.9m
$10.4m
$4.7m
Basic and diluted earnings/(loss) per
share
(0.07)c
(9.91)c
20.42c
19.35c
8.82c
Dividends per share declared
6.45c
7.0c
8.0c
8.0c
8.0c
Share buy back – number of shares
294k
-
314k
121k
193k
Share buy back – value
$668k
-
$912k
$202k
$393k
Share price at financial year end
$2.16
$2.51
$2.77
$2.74
$1.34
John Edward Gowing
21,128,252
Ordinary shares
Carlton Hotel Limited
4,701,144
Ordinary shares
Philip Anthony Feitelson
3,444,758
Ordinary shares
Consolidated Statement of Profit or Loss
29
Consolidated Statement of Other Comprehensive Income
30
Consolidated Statement of Financial Position
31
Consolidated Statement of Changes in Equity
32
Consolidated Statement of Cash Flows
33
Notes to the Financial Statements
34
Consolidated Entity Disclosure Statement
63
Directors’ Declaration
64
Auditor’s Independence Declaration
65
Independent Auditor’s Report
66
Consolidated Statement of Profit or Loss
For the year ended
Notes
31 July 2024
$’000
31 July 2023
$’000
Revenue
Interest income
709
360
Equities
768
1,392
Private equities
5
65
104
Investment properties
18
19,041
18,646
Development properties
8,788
7,950
Revenue from the sale of goods (Surf Hardware International)
37,715
42,749
Total revenue
67,086
71,201
Other income
Gains / (losses) on disposal or revaluation of:
Private equities
16
(214)
294
Investment properties
18
(341)
(13,286)
Total other income
912
1,077
Total income / (loss)
357
(11,915)
Total revenue and other income
67,443
59,286
Expenses
Investment properties
18
8,465
8,218
Development properties
4,320
4,542
Finished goods, raw materials and other operating expenses
(Surf Hardware International)
40,045
42,642
Administration ¹
4,542
3,333
Borrowing costs
5
5,677
5,838
Depreciation and amortisation
1,924
1,825
Employee benefits
2,426
1,821
Public company
453
669
Total expenses
67,852
68,888
Loss from continuing operations before income tax expense
(409)
(9,602)
Income tax benefit
6
370
4,317
Loss from continuing operations
(39)
(5,285)
Loss from continuing operations is attributable to:
Members of Gowing Bros. Limited
(43)
(5,286)
Non-controlling interests
4
1
Loss from continuing operations
(39)
(5,285)
The above Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying Notes
¹Included in administration expenditure in the current period is $500,000 write down of goodwill attributed to the Gowings Surf
Hardware International acquisition.
FINANCIAL REPORT
28
29
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
The consolidated financial statements were authorised for
issue by the Directors on 28 October 2024.
The Directors have the power to amend and reissue the
consolidated financial statements.
Consolidated Statement of Financial Position
As at
Notes
31 July 2024
$’000
31 July 2023
$’000
Current assets
Cash and cash equivalents
7
18,327
17,394
Inventories
8
10,368
12,571
Trade and other receivables
9
5,665
6,834
Loans receivable
10
100
137
Development properties
11
2,629
6,332
Tax receivable
12
1,089
854
Other
13
3,328
1,334
Total current assets
41,506
45,456
Non-current assets
Loans receivable
14
400
363
Equities
15
42,505
43,533
Private equities
16
5,199
5,231
Development properties
17
25,528
23,195
Investment properties
18
190,148
189,001
Property, plant and equipment
19
6,677
5,294
Intangibles
20
3,674
3,710
Right of use assets
21
1,331
1,333
Derivatives
22
372
898
Deferred tax assets
23
1,247
1,471
Other
24
3,415
2,795
Total non-current assets
280,496
276,824
Total assets
322,002
322,280
Current liabilities
Trade and other payables
25
4,682
5,195
Borrowings
26
-
963
Lease liabilities
27
1,051
868
Provisions
28
819
812
Total current liabilities
6,552
7,838
Non-current liabilities
Trade and other payables
-
10
Borrowings
29
95,865
94,310
Lease liabilities
30
692
559
Provisions
31
311
301
Deferred tax liabilities
32
24,327
23,910
Total non-current liabilities
121,195
119,090
Total liabilities
127,747
126,928
Net assets
194,255
195,352
Equity
Contributed equity
33
11,113
11,781
Reserves
34
103,314
103,776
Retained profits
79,819
79,790
Contributed equity and reserves attributable to members of Gowing Bros. Limited
194,246
195,347
Non-controlling interests
9
5
Total equity
194,255
195,352
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes.
Consolidated Statement of Other Comprehensive Income
For the year ended
Notes
31 July 2024
$’000
31 July 2023
$’000
Loss from continuing operations
(39)
(5,285)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange rate differences on translating foreign operations, net of tax
(159)
488
Changes in the fair value of cash flow hedges, net of tax
(486)
683
Items that will not be reclassified subsequently to profit or loss:
Changes in fair value of equity instruments held at fair value through other
comprehensive income, net of tax
3,443
1,255
Total comprehensive income / (loss)
2,759
(2,859)
Total comprehensive income / (loss) attributable to:
Members of Gowing Bros. Limited
2,755
(2,860)
Non-controlling interests
4
1
Total comprehensive income / (loss)
2,759
(2,859)
Earnings per share
Basic loss per share
41
(0.07)c
(9.91)c
Diluted loss per share
41
(0.07)c
(9.91)c
The above Consolidated Statement of Other Comprehensive Income should be read in conjunction with the accompanying Notes.
30
31
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Consolidated Statement of Changes in Equity
For the year ended
Contributed
Equity
$’000
Capital
Profits
Reserve-
Pre CGT
Profits
$’000
Revaluation
Reserves
$’000
Foreign
Currency
Reserve
$’000
Hedging
Reserve -
Cash Flow
Hedge
$’000
Retained
Profits
$’000
Non-
Controlling
Interests
$’000
Total
$’000
Balance at 31 July 2022
11,781
90,503
9,590
216
-
89,849
4
201,943
Total comprehensive
income for the year
-
-
1,255
488
683
(5,286)
1
(2,859)
Transfer of loss on
disposal of equity
instruments at fair value
through comprehensive
income to retained
earnings, net of tax
-
-
1,041
-
-
(1,041)
-
-
Transactions with
owners in their capacity
as owners:
Dividends paid
-
-
-
-
-
(3,732)
-
(3,732)
Balance at 31 July 2023
11,781
90,503
11,886
704
683
79,790
5
195,352
Total comprehensive
income / (loss) for the
year
-
-
3,443
(159)
(486)
(43)
4
2,759
Transfer of gain on
disposal of equity
instruments at fair value
through comprehensive
income to retained
earnings, net of tax
-
-
(3,260)
-
-
3,260
--
-
Transactions with
owners in their capacity
as owners:
Dividends paid
-
-
-
-
-
(3,188)
-
(3,188)
Share buy-back
(668)
-
-
-
-
-
-
(668)
Balance at 31 July 2024
11,113
90,503
12,069
545
197
79,819
9
194,255
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes.
Consolidated Statement of Cash Flows
For the year ended
Notes
31 July 2024
$’000
31 July 2023
$’000
Cash flows from operating activities
Receipts in the course of operations (inclusive of GST)
63,642
67,561
Payments to suppliers and employees (inclusive of GST)
(58,432)
(60,436)
Dividends received
768
1,496
Gain from Private Equities
252
-
Interest received
709
360
Borrowing costs paid
(5,317)
(5,760)
Income taxes paid
(1,186)
(1,745)
Net cash inflows from operating activities
43
436
1,476
Cash flows from investing activities
Payments for purchases of properties, plant and equipment
(2,181)
(1,703)
Payments for purchases of intangibles
(594)
(2)
Payments for purchases of development properties
(2,333)
(3,863)
Payments for purchases of investment properties
(2,196)
(3,120)
Payments for purchases of equity investments
(3,358)
(3,104)
Payments for purchases of private equity investments
(305)
-
Payments for loans made
(137)
(200)
Proceeds from repayment of loans made
137
225
Proceeds from sale of development properties
8,872
7,950
Proceeds from sale of equity investments
8,788
7,282
Proceeds from sale of investment properties
-
5,696
Net cash inflows from investing activities
6,693
9,161
Cash flows from financing activities
Payments for share buy-backs
(668)
-
Proceeds from borrowings
1,554
-
Repayment of borrowings
44
(963)
(1,888)
Repayment of lease liabilities
44
(2,931)
(1,336)
Dividends paid
35
(3,188)
(3,732)
Net cash outflows from financing activities
(6,196)
(6,956)
Net increase in cash and cash equivalents held
933
3,681
Cash and cash equivalents at the beginning of the financial year
17,394
13,713
Cash and cash equivalents at the end of the financial year
7
18,327
17,394
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes.
32
33
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Notes To The Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gowings Bros. Limited (“the Company”) is a company limited by
shares incorporated in Australia whose shares are publicly traded
on the Australian Securities Exchange (“ASX”). The consolidated
financial statements comprise the Company and its controlled
entities (referred herein as “the Group”).
Material and other accounting policies adopted in the preparation
of the consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented,
unless otherwise stated.
(a) Basis of preparation
These general purpose consolidated financial statements have
been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
Compliance with IFRS
The consolidated financial statements comply with International
Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”).
Historical cost convention
These consolidated financial statements have been prepared under
the historical cost convention, as modified by the revaluation of
equities (financial assets at fair value through other comprehensive
income), private equities (financial assets at fair value through profit
or loss), investment properties, derivative financial instruments and
certain classes of property, plant and equipment.
Critical accounting estimates
The preparation of consolidated financial statements in conformity
with Australian Accounting Standards requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group’s
accounting policies. Areas involving a higher degree of judgement
and complexity or where assumptions and estimates are significant
to the consolidated financial statements are disclosed in note 3.
Comparative information
Information has been reclassified where applicable to enhance
comparability.
Amending Accounting Standards and Interpretations
Several amending Accounting Standards and Interpretations apply
for the first time for the current reporting period commencing
1 August 2023. These amending Accounting Standards and
Interpretations did not result in any adjustments to the amounts
recognised or disclosures in the financial report.
New, revised or amending Accounting Standards and Interpretations
issued but not yet mandatory
Certain new Australian Accounting Standards and Interpretations
have been recently published that are not yet mandatory for the
reporting period ended 31 July 2024. The Group's assessment is that
these new Australian Accounting Standards and Interpretations
are not expected to have a material impact on the Group in future
reporting periods.
(b) Principles of Consolidation
The consolidated financial statements incorporate all the assets,
liabilities and results of the Company and all the subsidiary
companies and other interests it controlled during the year ended
31 July 2024. The Company controls an entity when it is exposed to,
or has the rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power
over the entity. Details of subsidiary companies and other interests
of the Company are set out in note 39.
The assets, liabilities and results of its subsidiaries are fully
consolidated into the financial statements of the Group from the
date which control is obtained by the Group. The consolidation
of a subsidiary is discontinued from the date that control ceases.
Intercompany transactions, balances and unrealised gains or
losses on transactions between group entities are fully eliminated
on consolidation. Accounting policies of subsidiaries have been
changed and adjustments made where necessary to ensure
uniformity of the accounting policies of the Group.
Equity interests in a subsidiary not attributable, directly or
indirectly, to the Group are presented as “non-controlling interests”.
The Group initially recognises non-controlling interests that are
present ownership interests in subsidiaries and are entitled to a
proportionate share of the subsidiary’s net assets on liquidation at
either fair value or at the non-controlling interests’ proportionate
share of the subsidiary’s net assets. Subsequent to initial
recognition, non-controlling interests are attributed their share of
profit or loss and each component of other comprehensive income.
Non-controlling interests are shown separately within the equity
section of the consolidated statement of financial position and
consolidated statement of comprehensive income.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Goodwill
Goodwill is carried at cost less any accumulated impairment losses.
Goodwill is carried as the excess of the sum of:
(i) the consideration transferred;
(ii) any non-controlling interest (determined under either the full
goodwill or proportionate interest method); and
(iii) the acquisition date fair value of any previously held equity
interest;
over the acquisition date fair value of net identifiable net assets
acquired.
The acquisition date fair value of the consideration transferred for
a business combination plus the acquisition date fair value of any
previously held equity interest form the cost of the investment.
Fair value re-measurements in any pre-existing equity holdings are
recognised in profit or loss in the period in which they arise. Where
changes in the value of such equity holdings had previously been
recognised in other comprehensive income, such amounts are recycled
to profit or loss.
The amount of goodwill recognised on acquisition of each subsidiary
in which the Group holds a less than 100% interest will depend on
the method adopted in measuring the non-controlling interest. The
Group can elect in most circumstances to measure the non-controlling
interest in the acquiree either at fair value (“full goodwill method”) or
at the non-controlling interest’s proportionate share of the subsidiary’s
identifiable net assets (“proportionate interest method”). In such
circumstances, the Group determines which method to adopt for each
acquisition and this is stated in the respective notes to these financial
statements disclosing the business combination.
Under the full goodwill method, the fair value of the non-controlling
interests is determined using valuation techniques which make the
maximum use of market information where available. Under this
method, goodwill attributable to the non-controlling interest is
recognised in the consolidated financial statements.
Goodwill on acquisitions of subsidiaries is included in intangible
assets.
Goodwill is tested for impairment annually and is allocated to the
Group’s cash-generating units or groups of cash-generating units, which
represents the lowest level at which goodwill is monitored but where
such level is not larger than an operating segment. Gains and losses
on the disposal of an entity include the carrying amount of goodwill
related to the entity sold.
Changes in the ownership interests in a subsidiary that do not result
in a loss of control are accounted for as equity transactions and do not
affect the carrying amounts of goodwill.
(c) Business combinations
Business combinations occur where the Group acquires control over
one or more businesses.
A business combination is accounted for by applying the acquisition
method, unless it is a combination involving entities or businesses
under common control. The business combination will be accounted
for from the date that control is attained, whereby the fair value of
the identifiable assets acquired and liabilities (including contingent
liabilities) assumed is recognised (subject to certain limited
exceptions).
When measuring the consideration transferred in the business
combination, any asset or liability resulting from a contingent
consideration arrangement is also included. Subsequent to initial
recognition, contingent consideration classified as equity is not
remeasured and its subsequent settlement is accounted for within
equity. Contingent consideration classified as an asset or liability is
remeasured in each reporting period to fair value, recognising any
change to fair value in profit or loss, unless the change in value can
be identified as existing at acquisition date.
Where settlement of any part of cash consideration is deferred,
the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the
entity’s incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under
comparable terms and conditions.
All transaction costs incurred in relation to business combinations
are recognised as expenses in profit and loss when incurred.
The acquisition of a business may result in the recognition of
goodwill or a gain from a bargain purchase.
34
35
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker
including:
•
Cash and fixed interest
•
Equities
•
Private equities
•
Investment properties
•
Development properties
•
Surf Hardware International business
•
Other
(f) Foreign currency translation
(i) Functional and presentation currency
Items included in the consolidated financial statements of the
Group are measured using the currency of the primary economic
environment in which the Group operates (“functional currency”).
The consolidated financial statements are presented in Australian
dollars, which is the Group’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Translation differences on private equities held at fair
value through profit or loss are recognised in profit or loss as part
of the fair value gain or loss. Translation differences on equities are
recognised in equity.
(iii) Foreign Operations
The financial results and position of foreign operations, whose
functional currency is different from the Group’s presentation
currency, are translated as follows:
(a) assets and liabilities are translated at exchange rates prevailing
at the end of the reporting period;
(b) income and expenses are translated at average exchange rates
for the period; and
(c) retained earnings are translated at the exchange rates prevailing
at the date of the transaction.
Exchange differences arising on translation of foreign operations with
functional currencies other than Australian dollars are recognised in
other comprehensive income and included in the foreign currency
translation reserve in the consolidated statement of financial
position. The cumulative amount of these differences is reclassified
into profit or loss in the period in which the operation is disposed of.
(g) Income tax
The income tax expense or benefit for the period is the tax payable
on the current period’s taxable income adjusted by changes
in deferred tax assets and liabilities attributable to temporary
differences and to unused tax losses. Deferred income tax is
provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Deferred
tax assets and liabilities are recognised for temporary differences
at the tax rates expected to apply when the assets are recovered or
liabilities are settled.
No deferred tax asset or liability is recognised in relation to these
temporary differences if they arose in a transaction, other than
a business combination, that at the time of the transaction did
not affect either accounting profit or loss or taxable profit or
loss. 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. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to offset tax assets and
liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset
where the Group has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the
liability simultaneously. Current and deferred tax is recognised in
profit or loss, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the
tax is also recognised in other comprehensive income or directly in
equity, respectively.
(h) Impairment of non-financial assets
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.
The recoverable amount is the higher of an asset’s fair value
less costs to sell and value in use. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of
assets (cash generating units). Non-financial assets that suffered
impairment are reviewed for possible reversal of the impairment at
each reporting date.
(i) Property, plant and equipment
Property, plant and equipment (excluding freehold properties) are
measured at cost less accumulated depreciation and accumulated
impairment losses. Costs are measured at fair value of assets given
up, shares issued or liabilities undertaken at the date of acquisition
plus incidental costs directly attributable to the acquisition.
Freehold properties are measured at fair value, with changes in
fair value recognised in other comprehensive income. Depreciation
is calculated on a straight-line basis to write off the net cost or
revalued amount of each item of plant and equipment (excluding
freehold land) over its expected useful life to the Group. Estimates
of remaining useful lives are made on a regular basis for all assets,
with annual reassessments for major items. Land is not depreciated.
Depreciation is calculated to allocate cost or revalued amounts, net
of their residual values, over their estimated useful lives, as follows:
Furniture, fittings and equipment
3 to 10 years
Motor vehicles
6 years
Buildings
40 years
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at each statement of financial position
date. An asset’s carrying amount is written down immediately to
its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount. Gains and losses on
disposal are determined by comparing proceeds with carrying
amount. These are included in profit or loss.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) 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 Group 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 Group 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.
(k) Inventories
Inventories comprise raw materials and finished goods and are
stated at the lower of cost and net realisable value. Costs of raw
materials and finished goods are determined after deducting
rebates and discounts. 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.
(l) Intangibles Other than Goodwill
Intangible assets are identifiable non-monetary assets without
physical substance. They are recognised only if it is probable the
asset will generate future benefits for the Group. Those assets
with an indefinite useful life are tested for impairment annually.
All intangible assets are tested for impairment when there is an
indication that carrying amounts may be greater than recoverable
amounts as set out in note 1(h).
(i) Patents
Patents have a finite useful life and are carried at cost less
accumulated amortisation and impairment losses. Amortisation
is calculated using the straight-line method to allocate the cost of
patents over their useful lives.
(ii) Brand names
Brand names are initially recognised at fair value when acquired
in a business combination. Brand names are assessed to have
an indefinite useful and are carried at cost less accumulated
impairment. An indefinite useful life is considered appropriate when
there is no foreseeable limit to the period over which the brand
name is expect to generate cash flows.
(m) Revenue recognition
Revenue is recognised for the major business activities as follows:
(i) Equities
Dividend income is recognised when received. Revenue from
the sale of investments is recognised at trade date.
(ii) Property rental
Rental income is recognised in accordance with the underlying
rental agreements.
(iii) Land development and sale
Revenue is recognised on settlement.
(iv) Sales of goods
Revenue from the sale of goods is recognised at the point in
time when the customer obtains control of the goods, which is
generally at the time of delivery.
(v) Other investment revenue
Trust income and option income is recognised when earned.
(vi) Other property revenue
Other property revenue is recognised in accordance with
underlying agreements or when the right to receive payment is
established.
(vii) Interest revenue
Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to
the net carrying amount of the financial asset.
(n) Trade and other receivables
Receivables consists mainly of amounts due for rental income and
sale of goods. 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.
Amounts are usually due between seven and ninety days from
invoice date. Amounts due for the sale of financial assets and
properties are usually due on settlement unless the specific contract
provides for extended terms.
36
37
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Investments and other financial assets
Investments and other financial assets are initially measured at
fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit
or loss. Such assets are subsequently measured at either amortised
cost or fair value depending on their classification. Classification is
determined based on both the business model within which such
assets are held and the contractual cash flow characteristics of the
financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash
flows have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
When there is no reasonable expectation of recovering part or all of
a financial asset, it’s carrying value is written off.
Derivative and hedging are classified as either fair value hedges,
cash flow hedges or net investment hedges. For fair value hedges
any gain or loss from remeasuring the hedging instrument at fair
value is adjusted against the carrying amount of the hedged item
and recognised in profit and loss. For cash flow hedges, the portion
of the gain or loss on the hedging instrument that is determined to
be an effective hedge is recognised in other comprehensive income
and the ineffective portion is recognised in profit or loss. Hedges for
net investments in foreign operations are accounted for similarly
to cash flow hedges. Hedge accounting is discontinued when the
hedging instrument expires or is sold, terminated or exercised, or
no longer qualifies for hedge accounting.
(i) Financial assets at fair value through profit of loss
Financial assets not measured at amortised cost or at fair
value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically,
such financial assets will be either: (i) held for trading, where
they are acquired for the purpose of selling with an intention
of making a profit, or a derivative; or (ii) designated as such
upon initial recognition where permitted. Fair value movements
are recognised in profit or loss.
(ii) Financial assets at fair value through other comprehensive
income
Financial assets at fair value through other comprehensive
income include equity investments which the Group intends to
hold for the foreseeable future and has irrevocably elected to
classify them as such upon initial recognition.
The fair values of quoted investments are based on current
market prices. If the market for a financial asset is not active
(and for unlisted securities), the Group establishes fair value
by using valuation techniques. These include the use of recent
arm’s length transactions, reference to other instruments that
are substantially the same and relying as little as possible
on unobservable inputs and maximising the use of relevant
observable inputs.
(iii) Impairment of financial assets
The Group recognises a loss allowance for expected credit
losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive
income.
The measurement of the loss allowance depends upon the
Group’s assessment at the end of each reporting period as to
whether the financial instrument’s credit risk has increased
significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost
or effort to obtain.
Where there has not been a significant increase in exposure to
credit risk since initial recognition, a 12-month expected credit loss
allowance is estimated. This represents a portion of the asset’s
lifetime expected credit losses that is attributable to a default event
that is possible within the next 12 months. Where a financial asset
has become credit impaired or where it is determined that credit
risk has increased significantly, the loss allowance is based on the
asset’s lifetime expected credit losses. The amount of expected
credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of
the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other
comprehensive income, the loss allowance is recognised within
other comprehensive income. In all other cases, the loss allowance
is recognised in profit or loss.
(p) Investment properties
Investment properties, principally comprising freehold commercial
and retail buildings, are held for long-term rental yields and are not
occupied by the Group. Investment properties are initially recognised
at cost, including transaction costs, and are subsequently remeasured
at fair value. Movements in fair value are recognised directly to profit or
loss.
Investment properties are derecognised when disposed of or when
there is no future economic benefit expected.
(q) Joint ventures
Jointly controlled assets
The proportionate interests in the assets, liabilities and expenses of
joint venture activities have been incorporated in the consolidated
financial statements under the appropriate headings.
(r) Trade and other payables
These amounts represent liabilities for goods and services provided
to the Group prior to the end of the financial year and which are
unpaid. The amounts are unsecured and are usually paid within
thirty to sixty days after the end of the month of recognition.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Borrowings
Borrowings are initially recognised at the fair value of the
consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective
interest method. Borrowings are classified as current liabilities
unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the statement of financial
position date.
(t) Dividends
Provision is made for the amount of any dividend declared,
determined or publicly recommended by the Directors on or before
the end of the financial year but not distributed at balance date.
(u) Employee entitlements
(i) Wages, salaries and annual leave
Liabilities for wages, salaries and annual leave are measured
as the amount unpaid at the reporting date in respect of
employees’ services up to that date at pay rates expected to be
paid when the liabilities are settled.
(ii) Long service leave
A liability for long service leave is recognised, and is measured
as the present value of expected future payments to be
made in respect of services provided by employees up to the
reporting date. Consideration is given to expected future wage
and salary levels and periods of service.
(v) Borrowing costs
Borrowing costs are recognised as expenses in the period in which
they are incurred except where they are included in the costs of
qualifying assets. Only borrowing costs relating specifically to the
qualifying asset are capitalised. Borrowing costs include interest on
bank overdrafts and short-term and long-term borrowings, including
amounts paid or received on interest rate swaps.
(w) Cash and cash equivalents
For purposes of the statement of cash flows, cash includes deposits
at call which are readily convertible to cash on hand and are subject
to an insignificant risk of changes in value, net of outstanding bank
overdrafts. Bank overdrafts are shown within borrowings in current
liabilities in the consolidated statement of financial position.
(x) 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 Group'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.
(y) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to equity holders of the Group, excluding any costs
of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares
issued during the year
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account
the after tax effect of the interest and other financing costs
associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential
ordinary shares.
(z) Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding
in the Financial/ Directors' Reports) Instrument 2016/191 issued by
the Australian Securities and Investments Commission relating to
the "rounding off" of amounts in the directors' report and financial
report. Amounts in the directors' report and financial report have
been rounded to the nearest thousand dollars in accordance with
that Legislative Instrument, unless otherwise indicated
38
39
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
2. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk),
liquidity risk, credit risk and fair value estimation risk. The Group’s overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial performance of the Group through the mix of investment
classes. The Board of Directors and management undertake various risk management practices, both informally on a daily basis and formally
on a monthly basis at board level. Risks are identified and prioritised according to significance and probability. Progress towards managing
these risks is documented and formally reviewed on a monthly basis.
Market risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised financial assets and liabilities are denominated in a
currency that is not the Group’s functional currency. The Group does not have a policy with regard to hedging currency risk. The Group
has not hedged its foreign currency investments. The multiple currencies provide diversification benefits to the portfolio. The Group
monitors foreign currency movements daily and seeks advice from foreign currency specialists as to potential courses of action that
may protect or enhance the value of the Group’s investments.
The Group’s exposure to foreign currency risk on financial assets and liabilities at the reporting date was as follows:
Currency exposure in AUD
31st July 2024
31st July 2023
USD
$’000
EUR
$’000
GBP
$’000
JPY
$’000
USD
$’000
EUR
$’000
GBP
$’000
JPY
$’000
Cash and cash equivalents
8,878
308
101
1,222
5,162
462
72
514
Trade and other receivables
1,956
1,025
-
669
2,247
1,382
-
773
Trade and other payables
(679)
(565)
(37)
(264)
(536)
(388)
(35)
(112)
Lease liabilities
(1,114)
(492)
-
-
(243)
(556)
-
(36)
Equities
4,800
279
-
443
10,028
364
-
421
Private equities
890
-
-
-
916
-
-
-
Based on the cash held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar, cash would have
been $986,000 higher / $807,000 lower (2023: $574,000 higher / $469,000 lower). If the Australian dollar weakened / strengthened by 10%
against the GBP, cash would have been $11,000 higher / $9,000 lower (2023: $8,000 higher / $7,000 lower). If the Australian dollar weakened
/ strengthened by 10% against the EUR, cash would have been $34,000 higher / $28,000 lower (2023,: $51,000 higher / $42,000 lower). If the
Australian dollar weakened / strengthened by 10% against the JPY, cash would have been $136,000 higher / $111,000 lower (2023: $57,000
higher / $47,000 lower).
Based on the trade receivables held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar,
receivables would have been $217,000 higher / $178,000 lower (2023: $250,000 higher / $204,000 lower). If the Australian dollar weakened/
strengthened by 10% against the EUR, receivables would have been $114,000 higher / $93,000 lower (2023: $154,000 higher / $126,000 lower).
If the Australian dollar weakened/strengthened by 10% against the JPY, receivables would have been $74,000 higher / $61,000 lower (2023:
$86,000 higher / $70,000 lower).
Based on the trade payables held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar, payables
would have been $75,000 higher / $62,000 lower (2023: $12,000 higher / $10,000 lower). If the Australian dollar weakened/strengthened by
10% against the EUR, payables would have been $63,000 higher / $51,000 lower (2023 $43,000 higher / $35,000 lower). If the Australian dollar
weakened/strengthened by 10% against the GBP, payables would have been $4,000 higher / $3,000 lower (2023: $4,000 higher / $3,000 lower).
If the Australian dollar weakened/strengthened by 10% against the JPY, payables would have been $29,000 higher / $24,000 lower (2023: $12,000
higher / $10,000 lower).
Based on the lease liabilities held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar, lease liabilities
would have been $124,000 higher / $101,000 lower (2023: $26,000 higher / $21,000 lower). If the Australian dollar weakened/strengthened by
10% against the EUR, lease liabilities would have been $55,000 higher / $45,000 lower (2023: $62,000 higher / $51,000 lower). If the Australian
dollar weakened / strengthened by 10% against the JPY, lease liabilities would have been $nil (2023: $4,000 higher / $3,000 lower).
Based on the equities held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar, equities would have
been $533,000 higher / $436,000 lower (2023: $1,114,000 higher / $912,000 lower). If the Australian dollar weakened/strengthened by 10% against
the EUR, equities would have been $31,000 higher / $25,000 lower (2023: $40,000 higher / $33,000 lower). If the Australian dollar weakened/
strengthened by 10% against the JPY, equities would have been $49,000 higher / $40,000 lower (2023: $47,000 higher / $38,000 lower).
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
Based on the private equities held at 31 July 2024, if the Australian dollar weakened / strengthened by 10% against the US dollar, private
equities would have been $99,000 higher / $81,000 lower (2023: $102,000 higher / $83,000 lower).
The percentage change is the expected overall volatility of the significant currencies, which is based on management’s assessment of reasonable
possible fluctuations taking into consideration movements over the last 6 months each year and the spot rate at each reporting date.
(i) Price risk
The Group is exposed to asset price risk. This arises from equities and private equities held by the Group. A price reduction at 5%
and 10% spread equally over the investment portfolio would reduce its value by $2,385,000 (2023: $2,438,000) and $4,770,000 (2023:
$4,876,000) respectively.
The Group seeks to reduce market risk at the investment portfolio level by ensuring that it is not overly exposed to one company or
one particular sector of the market. The relative weightings of the individual investments and the relevant market sectors are reviewed
regularly and risk can be managed by reducing exposure where necessary. The Group does not have set parameters as to a minimum or
maximum amount of the portfolio that can be invested in a single company or sector. The writing and purchasing of options provides
some protection against a fall in market prices by both generating income to partially compensate for a fall in capital values and buying
put protection to lock in asset prices.
(ii) Interest rate risk
The Group’s interest-rate risk arises from long-term borrowings and cash on deposit. Borrowings issued at variable rates expose the
Group to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Group to fair value interest-rate risk. The Group’s
interest bearing assets include deposits on the overnight money market. Interest earnt on these deposits varies according to the
Reserve Bank’s monetary policy decisions.
Weighted average
interest rate
31st July 2024
Balance $’000
Weighted average
interest rate
31st July 2023
Balance $’000
Borrowings
4.49%
95,865
5.06%
95,273
Interest rate swaps (notional principal amount)
1.69%
(47,000)
2.05%
(47,000)
Net exposure to cash flow interest rate risk
48,865
48,273
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group
has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The
Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised
financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the consolidated statement of
financial position and notes to the consolidated financial statements. The Group does not hold any collateral.
Liquidity risk
This is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Prudent liquidity risk
management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount
of committed credit facilities and the ability to close-out market positions. Management monitors its cash flow requirements daily.
Furthermore, management monitors the level of contingent payments on a weekly basis by reference to known sales and purchases of
securities and dividends and distributions to be paid or received.
Maturity of Financial Liabilities
31 July 2023
Less than
1 year
Between
1-2 years
Between
2-5 years
Over
5 years
Total contractual
cash flow
Non-derivatives
Non-interest bearing
5,195
10
-
-
5,205
Fixed rate
868
182
377
-
1,427
Variable rate
963
94,310
-
-
95,273
Total non-derivatives
7,026
94,502
377
-
101,905
Derivatives
Fixed rate
(405)
(405)
(88)
-
(898)
40
41
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Reconciliation of level 3 fair value movements
31 July 2024
$’000
31 July 2023
$’000
Opening balance
202,509
221,015
Transfers from loans
348
400
Purchases
3,579
4,652
Sales
-
(9,253)
Amortisation and depreciation
(714)
(462)
Loss recognised to profit and loss
(506)
(12,992)
Loss recognised to other comprehensive income
(703)
(851)
Closing balance
204,513
202,509
• Equities - refer to note 15
• Private equities - refer to note 16
• Investment properties - refer to note 18
Fair value measurements using significant unobservable inputs (level 3).
The following table presents the changes in level 3 items for the period ended 31 July 2024:
31 July 2023
Level 1
Level 2
Level 3
Total
$’000
$’000
$’000
$’000
Financial assets – designated at fair value through other
comprehensive income
Investments – Australian equities
25,984
-
6,737
32,721
Investments – Global equities
9,272
-
1,540
10,812
Derivatives
-
898
-
898
Financial assets – designated at fair values through profit or loss
Investments – Private equities
-
-
5,231
5,231
Investments – Investment properties
-
-
189,001
189,001
Total
35,256
898
202,509
238,663
31 July 2024
Level 1
Level 2
Level 3
Total
$’000
$’000
$’000
$’000
Financial assets – designated at fair value through other
comprehensive income
Investments – Australian equities
30,373
-
7,629
38,002
Investments – Global equities
2,965
-
1,537
4,502
Derivatives
-
372
-
372
Financial assets – designated at fair values through profit or loss
Investments – Private equities
-
-
5,199
5,199
Investments – Investment properties
-
-
190,148
190,148
Total
33,338
372
204,513
238,223
2. FINANCIAL RISK MANAGEMENT
(CONTINUED)
Fair value hierarchy (continued)
Valuation techniques used to determine fair values
Specific valuation techniques used to determine fair value include:
• The fair value of listed Australian and global equities is based
on quoted market prices at the reporting date.
• The fair value of directly held unlisted Australian and global
equity investments is determined by management valuations
in accordance with the AVCAL valuation guidelines. A variety
of methods are used including reference to recent shares
issued and net assets of underlying investments.
• The fair value of derivatives is determined on the present
value of furture expected cash flows.
• Investments in private equities primarily consist of
investments in managed private equity funds, each of which
consists of a number of investments in individual companies,
none of which are material. Fair value of managed private
equity investments has been determined using fund manager
valuations, which are prepared in accordance with AVCAL
Guidelines. Directors have reviewed those valuations.
• The fair value of sub-regional and neighbourhood shopping
centre investment properties is determined by management
with reference to the latest independent valuations prepared
for each shopping centre updated for changes in operating
income and capitalisation rates which reflect vacancy rates,
tenant profile, lease expiry, developing potential and the
underlying physical condition of the property. For other
investment properties, fair value is based on current market
prices in an active market for properties of similar nature or
recent prices in less active markets.
3. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
Managed and Direct Private Equity
The Group’s practice for ‘Managed Private Equity’ valuations is to
procure each Fund Manager’s published unit price valuation and review
it for reasonableness, potential misstatements and impairments.
In reviewing each Fund Manager’s valuation, consideration is given
to audited accounts, compliance with Australian Venture Capital
Association (“AVCAL”) valuation guidelines, Australian Accounting
Standards, valuation methodology and assumptions, peer valuations,
recent market prices, liquidity and control provisions, discussions with
the Fund Manager and, where considered relevant, meetings with the
underlying investee company’s management.
The impact of the revaluation of managed private equities at 31 July
2024 was a gain of $110,000 (2023: a gain of $380,000) recognised in
profit or loss.
The Group holds ‘Direct Private Equity’ investments in unlisted private
companies which have been valued using the Board and management’s
best estimation of market value. The valuation considerations for
managed private equity are applied to direct private equity based on
recent shares issued and net assets of underlying investments, liquidity
and minority shareholder provisions.
Investment property
Investment property valuations are estimated by the board and
management with reference where possible to external valuations,
market appraisals, recent comparable sales, date of purchase and
capitalisation rate valuations. The impact on profit or loss relating
to the revaluation of investment properties was a loss of $319,000
(2023: loss of $13,271,000).
The Group had no assets or liabilities measured at fair value on a non-recurring basis in the current period.
Fair values of financial instruments not recognised at fair value
The Group has a number of financial instruments which are not measured at fair value at 31 July 2024. The carrying amounts of cash and
cash equivalents, current trade and other receivables, current trade and other payables, current borrowings and current lease liabilities
are assumed to approximate their fair value due to their short-term nature. The carrying amounts of non-current trade and other payables,
borrowings and lease liabilities approximate their fair value as the impact of discounting is not significant.
Gains and losses on Australian and global equities are presented
in the changes in fair value of equity instruments at fair value
through other comprehensive income, net of tax line item in the
consolidated statement of comprehensive income.
Gains and losses of private equities and investment properties are
presented net as other income in the consolidated statement of profit or
loss.
Refer to the following notes for reconciliation of individual classes of
assets:
Transfers between fair value hierarchy levels and changes in
valuation techniques used to determine fair value
Transfers between the levels of the fair value hierarchy are
recognised at the beginning of the reporting period. There were
no changes made to any of the valuation techniques used due to
determine fair value during the year.
Significant unobservable inputs used in level 3 fair value
measurements
Significant unobservable inputs used in level 3 fair value
measurements relate to sub-regional and neighbourhood shopping
centre capitalisation rates. Refer to note 18 for further disclosures
pertaining to these inputs.
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
MATURITY OF FINANCIAL LIABILITIES (CONTINUED)
Fair value estimation risk
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
Fair value hierarchy
The Group measures fair value using the following fair value hierarchy that reflects the significance of the inputs used in making the meas-
urements.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.
Level 2: inputs other than quoted prices included within level 1 that are observable for the assets or liabilities, either directly or indirectly.
Level 3: unobservable inputs for the assets or liability. The following tables present the Group’s assets measured and recognised on a recurring
basis at fair value at 31 July 2023 and 31 July 2024. The Group does not have any liabilities measured at fair value at either reporting date.
31 July 2024
Less than
1 year
Between
1-2 years
Between
2-5 years
Over
5 years
Total contractual
cash flow
Non-derivatives
Non-interest bearing
4,682
-
-
-
4,682
Fixed rate
1,051
294
398
-
1,743
Variable rate
-
-
95,865
-
95,865
Total non-derivatives
5,733
294
96,263
-
102,290
Derivatives
Fixed rate
(405)
(405)
421
-
(389)
42
43
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
4. SEGMENT INFORMATION
4. SEGMENT INFORMATION (CONTINUED)
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Revenue from external customers by geographical region
Australia
39,076
39,978
United States of America
11,876
12,449
Japan
5,693
7,318
Europe
8,899
9,600
Total revenue from external customers
65,544
69,345
The Group only derives revenue from external customers in the investment properties, development properties and Surf Hardware
International business segments.
As at
31 July 2024
$’000
31 July 2023
$’000
Segment assets
Cash and fixed interest
18,327
17,394
Equities
42,505
43,533
Private equities
5,198
5,231
Investment properties
190,148
189,001
Development properties
28,158
23,195
Surf Hardware International business
21,555
21,045
Unallocated assets
16,111
22,881
Total assets
322,002
322,280
Segment liabilities
Investment properties
95,865
90,175
Surf Hardware International business
4,812
5,043
Unallocated liabilities
27,070
31,710
Total liabilities
127,747
126,928
Non-current assets by geographical region
Australia
275,910
264,990
United States of America
5,190
9,886
Japan
578
770
Europe
780
1,178
Total non-current assets
282,458
276,824
The Group comprises of the following business segments, based on the group’s management reporting systems:
• Cash and fixed interest
• Equities
• Private equities
• Investment properties
• Development properties
• Surf Hardware International business
• Other
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Segment revenue
Cash and fixed interest – interest received
709
360
Equities – dividends and option income received
768
1,392
Private equities – distributions received
65
104
Investment properties – rent received
19,041
18,646
Development properties – realised gains on disposal
8,788
7,950
Surf Hardware International business – sale of goods
37,715
42,749
67,086
71,201
Segment other income
Private equities – realised and unrealised gains
(214)
294
Investment properties –realised and unrealised gains
(341)
(13,286)
Other
912
1,077
357
(11,915)
Total segment revenue and other income
67,443
59,286
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Segment profit and loss
Cash and fixed interest
709
360
Equities
768
1,392
Private equities
(149)
398
Investment properties
4,392
(8,272)
Development properties
4,468
3,408
Surf Hardware International business
(4,193)
(1,258)
Other
(6,404)
(5,630)
Total segment result
(409)
(9,602)
Income tax benefit / (expense)
370
4,317
Net (loss) / profit after tax
(39)
(5,285)
44
45
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
4. SEGMENT INFORMATION (CONTINUED)
Accounting policies
Segment information is prepared in conformity with the accounting policies of the Group as disclosed in note 1.
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be
allocated to a segment on a reasonable basis.
All segments other than Surf Hardware International business segment
Segment assets include all assets used by a segment and consist primarily of operating cash, investments, investment properties,
development properties and plant and equipment, net of related provisions. While most of these assets can be directly attributable to
individual segments, the carrying amounts of certain assets used jointly by segments are allocated based on reasonable estimates of usage.
Segment liabilities consist of borrowings. Segment assets and liabilities do not include income taxes. Tax assets and liabilities, trade and
other creditors and employee entitlements and goodwill are represented as unallocated amounts.
Surf Hardware International business segment
Segment assets include all assets (excluding operating cash of $1.09 million (2023: $2.42 million) which is included in the cash segment) used
by the Surf Hardware International business segment and consist primarily of trade and other receivables, inventories, plant and equipment,
right of use assets and intangibles, net of related provisions. Segment liabilities consist of borrowings, trade and other payables, lease
liabilities and employee entitlements. Segment assets and liabilities do not include income taxes. Tax assets and liabilities are represented
as unallocated amounts.
Segment cash flows
Segment information is not prepared for cash flows as management consider it not relevant to users in understanding the financial position
and liquidity of the Group.
5. OPERATING PROFIT
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Payments for the acquisition of:
- Investment properties
2,196
3,120
- Development properties
2,333
3,863
- Equities
305
3,104
Gains / (losses) on disposal or revaluation of:
- Investment properties
(341)
(13,286)
- Private equities
(214)
294
Unallocated:
- Payments for the acquisition of property, plant and equipment
2,181
1,703
- Payments for the acquisition of intangibles
594
2
For the year ended
31 July 2024
$’000
31 July 2023
$’000
(Loss) / profit from continuing operations before income tax expense
includes the following specific items:
Gains
Private equity investment distributions
65
104
Expenses
Interest and other borrowing costs
5,677
5,838
Employee benefits
11,377
12,367
Cost of sales (Surf Hardware International)
22,436
24,809
Cost of sales (Development properties)
4,320
4,542
6. INCOME TAX EXPENSE
11. CURRENT DEVELOPMENT PROPERTIES
10. CURRENT LOANS RECEIVABLES
9. CURRENT TRADE AND OTHER RECEIVABLES
8. CURRENT INVENTORIES
7. CASH AND CASH EQUIVALENTS
For the year ended
31 July 2024
$’000
31 July 2023
$’000
Current tax
533
(842)
Deferred tax
(480)
(3,234)
Over provided in prior years
(423)
(241)
(370)
(4,317)
Income tax attributable to:
Loss from continuing operations
(370)
(4,317)
Aggregate income tax expense on losses
(370)
(4,317)
Reconciliation of income tax expense to prima facie tax on losses
Loss from continuing operations before income tax expense
(409)
(9,602)
Tax at the Australian tax rate of 30% (2023: 30%)
(123)
(2,881)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Non-assessable income/ Non-deductible expenses
(44)
28
Franked dividends
(264)
(422)
Over provision in prior year
(423)
(241)
Deferred tax assets recorded not recognised and effect of tax rates in
foreign jurisdictions
484
(801)
Income tax benefit
(370)
(4,317)
Amounts recognised directly in equity
Aggregated current and deferred tax arising in the reporting period and not
recognised in net profit or loss but directly debited or (credited) to equity
1,502
831
As at
31 July 2024
$’000
31 July 2023
$’000
Cash at bank and on hand
18,327
17,394
Trade debtors
5,900
7,136
Less: expected credit losses
(235)
(302)
Balance at end of year
5,665
6,834
At cost or net realisable value
Balance at beginning of year
6,332
-
Cost of goods
(3,703)
-
Transfer from non-current investment properties
-
6,332
Balance at end of year
2,629
6,332
Loan receivables
100
137
At cost or net realisable value
Raw materials and finished goods
10,368
12,571
Balance at end of year
10,368
12,571
46
47
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
16. NON-CURRENT PRIVATE EQUITIES
At fair value through profit or loss
Balance at beginning of year
5,231
4,646
Revaluation to fair value
35
380
Additions
155
314
Disposal proceeds
(143)
(23)
Net (loss) / gain on disposal
(79)
(86)
Balance at end of year
5,199
5,231
Changes in fair values of private equities at fair value through the profit or loss are recorded in other income.
As at
31 July 2024
$’000
31 July 2023
$’000
Tax receivable
1,089
854
14. NON-CURRENT LOAN RECEIVABLES
Loan receivables
400
363
Interest on loans are charged at commercial interest rates.
15. NON-CURRENT EQUITIES
At fair value through other comprehensive income
Balance at beginning of year
43,533
45,808
Revaluation to fair value
4,336
1,794
Additions
3,358
2,790
Transfers
-
400
Impairments
(30)
-
Disposal proceeds
(8,692)
(7,259)
Balance at end of year
42,505
43,533
Changes in fair value of equities are recorded in equity.
13. OTHER CURRENT ASSETS
Prepayments
3,327
1,334
Other
1
-
Balance at end of year
3,328
1,334
12. TAX RECEIVABLES
17. NON-CURRENT DEVELOPMENT PROPERTIES
At cost or net realisable value
Balance at beginning of year
23,195
30,206
Additions
2,333
3,863
Disposal proceeds
-
(7,950)
Net gain on disposal
-
3,408
Transfer to current development properties
-
(6,332)
Balance at end of year
25,528
23,195
18. NON-CURRENT INVESTMENT PROPERTIES
As at
31 July 2024
$’000
31 July 2023
$’000
At fair value
Balance at beginning of year
189,001
205,324
Additions
2,195
3,120
Disposal proceeds
-
(5,696)
Net loss on disposal
(341)
(15)
Amortisation on incentives
(707)
(461)
Net loss from fair value adjustment
-
(13,271)
Balance at end of year
190,148
189,001
Amounts recognised in profit of loss for investment properties
Rental revenue
19,041
18,646
Direct operating expenses from rental generating properties
(8,465)
(8,218)
Net loss on disposal
(341)
(15)
Net loss on revaluation
-
(13,271)
10,235
(2,858)
Changes in fair values of investment properties are recorded in other income.
Valuation
Method
Weighted
average cap
rate 2024
Weighted
average cap
rate 2023
31 July 2024
$’000
31 July 2023
$’000
Sub-regional and neighbourhood shopping
centres (Coffs Central, Port Central and
Kempsey Central)
(a)
7.42%
7.23%
189,031
187,885
Other properties
(b)
1,117
1,116
190,148
189,001
(a)
Fair value is based on capitalisation rates, which reflect vacancy rates, tenant profile, lease expiry, developing potential
and the underlying physical condition of the property. The higher the capitalisation rate, the lower the fair value.
Capitalisation rates used and the fair value adopted for each property at 31 July 2024 were based on external valuations
adjusted for any changes in assumptions, estimates or source data with reference to the properties current and
forecasted performance, vacancy levels, tenancy profile and recent market data.
(b)
Current prices in an active market for properties of similar nature or recent prices of different nature in less active
markets
Sensitivity analysis of sub-regional and neighbourhood shopping centre investment properties held at fair value
At 31 July 2024 a reduction of 0.5% in the capitalisation rate applied to each property would result in an additional gain of $14.819 million in
the consolidated statement of profit or loss and consolidated statement of other comprehensive income. Similarly, an increase of 0.5% in the
capitalisation rate of each property would result in an additional loss of $12.714 million in the consolidated statement of profit or loss and
consolidated statement of other comprehensive income.
48
49
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Motor vehicles
$’000
Furniture, fittings
& equipment
$’000
Total
$’000
Year ended 31 July 2023
Opening net book amount
429
3,980
4,409
Additions
38
1,665
1,703
Disposals
-
(9)
(9)
Depreciation charge
(76)
(733)
(809)
Closing net book amount
391
4,903
5,294
At 31 July 2023
Cost
870
12,707
13,577
Accumulated depreciation
(479)
(7,804)
(8,283)
Net book amount
391
4,903
5,294
Year ended 31 July 2024
Opening net book amount
391
4,903
5,294
Additions
43
2,138
2,181
Reclassification
(10)
10
-
Depreciation charge
(72)
(725)
(797)
Closing net book amount
352
6,325
6,677
At 31 July 2024
Cost
715
12,728
13,443
Accumulated depreciation
(363)
(6,403)
(6,766)
Net book amount
352
6,325
6,677
19. NON-CURRENT PROPERTY, PLANT AND EQUIPMENT
Goodwill, brand names and patents
Year ended 31 July 2023
Opening net book amount
2,383
1,375
3,758
Additions
-
2
2
Amortisation
-
( 50)
( 50)
Closing net book amount
2,383
1,327
3,710
Cost
2,383
2,867
5,250
Accumulated depreciation
-
( 1,540)
( 1,540)
Net book amount
2,383
1,327
3,710
Year ended 31 July 2024
Opening net book amount
2,383
1,327
3,710
Additions
-
594
594
Amortisation
-
(130)
(130)
Impairment
(500)
-
(500)
Closing net book amount
1,883
1,791
3,674
Fair value / cost
1,883
3,461
5,344
Accumulated depreciation
-
( 1,670)
( 1,670)
Net book amount
1,883
1,791
3,674
20. NON-CURRENT INTANGIBLES
As at
31 July 2024
$’000
31 July 2023
$’000
Derivatives
372
898
Balance at end of year
372
898
22. DERIVATIVES
Land and buildings
$’000
Motor vehicles
$’000
Equipment
$’000
Total
$’000
Year ended 31 July 2023
Opening net book amount
1,609
29
75
1,713
Additions
586
-
-
586
Lease modifications
-
-
-
-
Foreign exchange movements
-
-
-
-
Depreciation charge
(917)
(19)
(30)
(966)
Closing net book amount
1,278
10
45
1,333
At 31 July 2023
Cost
5,587
106
105
5,798
Accumulated depreciation
(4,309)
(96)
(60)
(4,465)
Net book amount
1,278
10
45
1,333
Year ended 31 July 2024
Opening net book amount
1,278
10
45
1,333
Additions
959
18
16
993
Lease modifications
-
-
-
-
Foreign exchange movements
-
-
-
-
Depreciation charge
(944)
(27)
(24)
(995)
Closing net book amount
1,293
1
37
1,331
At 31 July 2024
Cost
7,283
120
114
7,517
Accumulated depreciation
(5,990)
(119)
(77)
(6,186)
Net book amount
1,293
1
37
1,331
21. NON-CURRENT RIGHT OF USE ASSETS
Additional information regarding leases
The Group leases land and buildings for its offices and retail
operations which have lease terms of between one and five years
with, in some cases, options to extend. On renewal, the terms of
the leases are renegotiated. The Group also leases motor vehicles
and equipment under agreements of between one to five years.
Each lease generally imposes a restriction that, unless there is
a contractual right for the Group to sublet the asset to another
party, the right of use asset can only be used by the Group.
The Group’s leases include extension and termination options
which are exercisable by the Group. These clauses provide the
Group opportunities to manage leases in order to align with its
strategies. The extension and termination options which were
reasonably certain to be exercised are included in the calculation
of the right-to-use asset.
Intangible assets, other than goodwill and brand names have finite
useful lives. Goodwill and brand names have an indefinite useful
life. Goodwill and brand names are allocated to the Surf Hardware
International business segment (“the cash-generating unit”).
The Group tests whether goodwill and brand names have suffered
any impairment at each reporting period. The recoverable amount
of the cash-generating unit is determined based on either value-in-
use calculations or the estimated fair value less costs to sell.
The recoverable amount of the cash-generating unit is based
on value-in-use of the Surf Hardware International business
segment which is calculated based on the present value of cash
flow projections over a five year period with the period extending
beyond four years extrapolated using an estimated growth rate.
Five year projected cash flows in respect of the Surf Hardware
International business segment are $20m. Key assumptions include:
(a) 10% discount rate; (b) 2.6% per annum projected net revenue
growth rate; (c) 1.3% per annum increase in operating expenses;
and (d) 3.5% terminal growth rate. Based on these assumptions
the Directors determined an impairment charge of $500,000 be
recognised during the current reporting period.
20. NON-CURRENT INTANGIBLES (CONTINUED)
50
51
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Risk
The Group’s exposure to interest rate changes arising from current and
non-current borrowings is set out in note 2.
Refinancing / Repayment
The Group expects to renew or refinance current borrowing facilities
on normal commercial terms and rates that are acceptable to the
Group prior to the respective repayment dates. Alternatively, the Group
believes it has the ability to repay any outstanding debt under these
facilities from excess cash reserves, proceeds received from the disposal
of assets or from cash sourced or raised through the Group’s operating
or financing activities.
Security
Information about the security relating to each of the secured liabilities
and the fair value of each of the borrowings is provided in note 29.
24. OTHER NON-CURRENT ASSETS
As at
31 July 2024
$’000
31 July 2023
$’000
Other assets
3,415
2,795
As at
31 July 2024
$’000
31 July 2023
$’000
Trade creditors
1,829
1,886
Other creditors and accruals
2,853
3,309
Balance at end of year
4,682
5,195
25. CURRENT TRADE AND OTHER PAYABLES
26. CURRENT BORROWINGS
Commercial advance facility - secured
-
963
Balance at end of year
-
963
27. CURRENT LEASE LIABILITIES
Lease liabilities
1,051
868
28. CURRENT PROVISIONS
Employee entitlements
819
812
Balance at end of year
819
812
Risk
The Group’s exposure to interest rate changes arising from current and non-current borrowings is set out in note 2.
Security
Details of the security relating to each of the secured liabilities and further information on banks loans are set out below.
¹$95.865 million bill is secured against the Gowings Wholesale Property Fund (the “Fund”). Interest on the outstanding principal of the bill is
charged at BBSY plus a line fee of 1.90%. The lender requires that the Fund meet certain financial ratios at 31 July 2024, the Fund must have a
minimum interest coverage ratio of 1.65 times and the facility is not to exceed 55% of the aggregate value of the of the latest bank accepted
valuations of the Shopping Centers.
29. NON-CURRENT BORROWINGS
As at
31 July 2024
$’000
31 July 2023
$’000
Bills payable - secured
95,865
94,310
Total secured liabilities
The total secured liabilities (current and non-current) are as follows:
Bills payable – secured¹
95,865
94,310
Commercial advance facility – secured²
-
986
95,865
95,296
As at
31 July 2024
$’000
31 July 2023
$’000
Financing Arrangements
Unrestricted access was available at balance date to the following lines of credit:
Total facilities
Secured bill facilities
95,865
106,000
Secured commercial advance facility
-
2,000
95,865
108,000
Used at balance date
Secured bill facilities
95,865
94,310
Secured commercial advance facility
-
986
95,865
95,296
Unused at balance date
Secured bill facilities¹
-
11,690
Secured commercial advance facility
-
1,014
-
12,704
Off-balance sheet
There are no off-balance sheet borrowings or related contingencies.
23. DEFERRED TAX ASSETS
As at
31 July 2024
$’000
31 July 2023
$’000
The balance comprises temporary differences attributable to:
Employee benefits
297
154
Accruals
107
202
Equities
-
221
Derivatives
-
12
Tax losses
(91)
184
Other
934
698
Net deferred tax assets
1,247
1,471
Movements:
Opening balance at 1 August
1,471
1,701
Debited to profit or loss
(224)
(230)
Closing balance at 31 July
1,247
1,471
Deferred tax assets to be recovered within 12 months
704
386
Deferred tax assets to be recovered after 12 months
543
1,085
1,247
1,471
52
53
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
30. NON-CURRENT LEASE LIABILITY
As at
31 July 2024
$’000
31 July 2023
$’000
Lease liabilities
692
559
31. NON-CURRENT PROVISIONS
Employee entitlements
311
301
32. DEFERRED TAX LIABILITIES
The balance comprises temporary differences attributable to:
Prepayments
134
100
Intangibles
189
315
Investment properties
18,489
17,443
Equities
4,823
5,094
Other
692
958
Net deferred tax liabilities
24,327
23,910
Movements:
Opening balance at 1 August
23,910
26,508
Credited to profit or loss
(414)
(3,429)
Charged to equity
831
831
Closing balance at 31 July
24,327
23,910
Deferred tax liabilities to be settled within 12 months
345
100
Deferred tax liabilities to be settled after 12 months
23,982
23,810
24,327
23,910
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number
of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is
entitled to one vote, and upon a poll each share is entitled to one vote.
Dividend Reinvestment Plan
The Dividend Reinvestment Plan may be offered to shareholders by Directors and allows shareholders to reinvest dividends into shares in
the Company. The Dividend Reinvestment Plan is suspended for the final dividend declared on 30 September 2024.
Deferred Employee Share Plan
The Deferred Employee Share Plan may be used as part of any incentive payments for all employees. For transaction cost reasons, where
possible shares bought back as part of the Company’s ongoing capital reduction program are recognised for this purpose rather than
cancelled.
Options
There were no options on issue at the time of this report.
On-market share buy back
294,432 shares were bought back during the year (2023: Nil).
Capital risk management
The Company’s objective when managing capital is to safeguard the ability to continue as a going concern, so that continued returns to
shareholders and benefits for other stakeholders can be provided while maintaining an optimal capital structure.
33. CONTRIBUTED EQUITY
Number of
shares 2024
Number of
shares 2023
2024
$’000
2023
$’000
Share capital
Ordinary shares fully paid
53,016,693
53,311,125
11,113
11,781
Movements in ordinary share capital – for the year ended 31 July 2024
Date
Details
Number of
shares
Issue price per
share
$’000
31/07/2023
Balance
53,311,125
11,781
09/10/2023
Share buy-back
(50,000)
$2.29
(115)
12/01/2024
Share buy-back
(157,480)
$2.28
(359)
24/01/2024
Share buy-back
(37,152)
$2.24
(83)
14/02/2024
Share buy-back
(49,800)
$2.24
(111)
53,016,693
11,113
Movements in ordinary share capital – for the year ended 31 July 2023
Date
Details
Number of
shares
Issue price per
share
$’000
31/07/2022
Balance
53,311,125
11,781
53,311,125
11,781
54
55
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
34. RESERVES
As at
31 July 2024
$’000
31 July 2023
$’000
Capital profits reserve¹
Opening balance
90,503
90,503
Transfer from retained profits
-
-
Closing balance
90,503
90,503
Long term investment revaluation reserve²
Opening balance
11,886
9,590
Fair value adjustments on equities
- Equities
4,919
1,794
- Deferred tax applicable to fair value adjustments
(1,475)
(539)
- Transfer of losses on sale of equity instruments at fair value through
comprehensive income to retained profits, net of tax
(3,260)
1,041
Closing balance
12,070
11,886
Foreign currency translation reserve³
Opening balance
704
216
Exchange differences on translation of foreign operations
(159)
488
Closing balance
545
704
Hedging reserve - Cash flow hedges⁴
Opening balance
683
-
Changes in hedges held at fair value through other comprehensive
income
•
Changes in fair value of cash flow hedges
(486)
975
•
Deferred tax applicable to fair value adjustments
-
(292)
Closing balance
197
683
Total reserves
103,314
103,776
¹ The capital profits reserve is used to record pre-CGT profits.
² The long term investment revaluation reserve is used to record increments and decrements on equities held at fair value through other
comprehensive income.
³ The foreign currency translation reserve records exchange rate differences arising on translation differences on foreign controlled
subsidiaries.
⁴ The Hedging reserve is used to recognise the effective portion of gains and losses on derivatives that are designated and qualify as cash
flow hedges.
Franked dividends declared and paid during the year were fully franked at the tax rate of 30% (2023: 30%).
Dividends declared after year end
Subsequent to year end the Directors have declared the payment of a final dividend of 3.45 cents per ordinary share fully franked
based on tax paid at 30%. The dividend is payable on 5 November 2024 out of retained profits at 31 July 2024.
The financial effect of the dividend declared subsequent to the reporting date has not been brought to account in the financial
statements for the year ended 31 July 2024 and will be recognised in subsequent financial reports.
The above amounts are based on the balance of the franking account at year end, adjusted for:
(a) franking credits that will arise from the payment of the current tax receivable;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date;
(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and
(d) franking credits that may be prevented from being distributed in subsequent financial years.
35. DIVIDENDS
As at
31 July 2024
$’000
31 July 2023
$’000
Ordinary shares
2023 final dividend of 3.0 cents (2022: 4.0 cents interim) per share
1,599
2,133
2024 interim dividend of 3.0 cents (2023: 3.0 cents interim) per share
1,590
1,599
Total dividends declared
3,189
3,732
Dividends paid in cash
3,189
3,732
Dividends paid via Dividend Reinvestment Plan
-
-
3,189
3,732
Franked dividends
The franked portions of the final dividends declared after 31 July 2024 will be franked out of existing franking credits or out of franking
credits arising from the payment of income tax in the year ended 31 July 2024.
Franking credits available for subsequent financial years (tax paid basis)
3,728
4,760
36. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by William Buck the auditor of the company:
31 July 2024
$
31 July 2023
$
Audit services – William Buck
Audit and review – group
127,000
123,500
Audit and review – controlled entities
146,900
50,500
Other services – William Buck
Financial review
13,500
5,250
287,400
179,250
56
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
38. RELATED PARTIES (CONTINUED)
The sons of Mr J E Gowing provided operational services during the year on an employment basis totalling $193,085 (2023: $72,378), and
associate director services totalling $nil (2022: $5,259).
39. INTERESTS IN OTHER ENTITIES (EXCLUDING JOINT VENTURES)
The Group’s principal subsidiaries and other interests are set out below:
Unless otherwise stated, subsidiaries and other interests listed below have share capital comprising of ordinary shares or ordinary units
which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by the Group.
37. COMMITMENTS FOR EXPENDITURE
38. RELATED PARTIES
Directors
The names of persons who were Directors of Gowing Bros. Limited at any time during the financial year were J. E. Gowing, J. G. Parker, J. E.
Davis, J. E. Gowing and S. J. Clancy.
Those persons that were also Directors during the year ended 31 July 2024.
Remuneration
Information on remuneration of Directors and other key management personnel is disclosed in the remuneration repot.
Detailed remuneration disclosures can be found in the remuneration report on pages 24 to 26.
Capital commitments – Private equities
The Group has uncalled capital commitments of up to $3,064,000 (2023: $3,205,000) in relation to private equity and property fund
investments held at year end.
Capital commitments – Development properties
The Group has capital commitments of $nil (2023: $nil) in relation to construction works on development properties at year end.
Other key management personnel did not hold shares in the Company.
Receivables and payables from Directors and Executives
Key management person
Transaction type
31 July 2024
$
31 July 2023
$
J. E. Gowing
Receivable – Audley Investments Pty Ltd
17,380
55,196
J. E. Gowing
Payable – Gowings Whale Trust
(88,472)
(59,232)
Transactions with Key Management Personnel and Directors
Key management person
Transaction type
31 July 2024
$
31 July 2023
$
E. J. Gowing
Operational / marketing services
58,085
-
31 July 2024
$
31 July 2023
$
Directors and other key management personnel
Short-term employee benefits
508,552
487,475
Post-employment benefits
50,456
60,074
Long-term benefits
9,930
4,499
568,938
552,048
Other related party transactions
Key management person
Transaction type
31 July 2024
$
31 July 2023
$
J. E. Gowing
Donations – Whale Trust
547,717
413,252
J. E. Gowing
Professional fees – Audley Investments Pty Ltd
17,380
50,178
There were no other transactions with Directors and Director related entities and Executives.
Entity Name
Country of
Incorporation
Ownership
Interest % 2024
Ownership
Interest % 2023
Pacific Coast Developments 357 Pty Ltd
Australia
100
100
Pacific Coast Developments 357 Fund
Australia
99.9
99.9
1868 Capital Pty Ltd
Australia
100
100
Pacific Coast Developments 112 Fund
Australia
99.9
99.9
Gowings SHI Pty Ltd
Australia
99.9
99.9
SHI Holdings Pty Ltd
Australia
99.9
99.9
Fin Control Systems Pty Ltd
Australia
99.9
99.9
Surfing Hardware International Holdings Pty Ltd
Australia
99.9
99.9
Surf Hardware International Asia Pty Ltd
Australia
99.9
99.9
Surf Hardware International Europe SARL
France
99.9
99.9
Surf Hardware International UK Ltd
England
99.9
99.9
OZ4U Holdings Pty Ltd
Australia
99.9
99.9
Sunbum Technologies Pty Ltd
Australia
99.9
99.9
Surfing Hardware International USA Inc.
United States of America
99.9
99.9
Surf Hardware International USA Inc.
United States of America
99.9
99.9
Surf Hardware International Hawaii Inc.
United States of America
99.9
99.9
Surf Hardware International Japan KK
Japan
99.9
99.9
Surf Hardware International Pty Ltd
Australia
99.9
99.9
Surf Hardware International New Zealand Pty Ltd
New Zealand
99.9
99.9
Gowings Master Trust
Australia
100
100
1868 High Yield Trust
Australia
100
100
Gowings Life Sciences Trust
Australia
100
100
Gowing Bros Management Services Pty Ltd
Australia
100
100
Coastbeat Pty Ltd
Australia
100
100
Gowings Wholesale Property Fund
Australia
100
100
Coffs Central Pty Ltd
Australia
100
100
Coffs Central Sub-Trust
Australia
100
100
Port Central Pty Ltd
Australia
100
100
Port Central Sub-Trust
Australia
100
100
Kempsey Central Pty Ltd
Australia
100
100
Kempsey Central Sub-Trust
Australia
100
100
No other interests in subsidiaries or other entities (excluding joint
ventures) were held by the Group in the 31 July 2024 financial year.
Non-controlling interests in subsidiaries and other interests of the
Group are not material to the Group.
Significant Restrictions
Other than certain assets pledged as security detailed in note 29,
there are no significant restrictions over the Group’s ability to access
or use assets, and settle liabilities, of the Group
Movement in shares
Key management person
Shares held* at
31-Jul-22
No.
Shares acquired/
(disposed) during
the year
No.
Shares held* at
31-Jul-23
No.
Shares acquired/
(disposed) during
the year
No.
Shares held* at
31-Jul-24
No.
J. E. Gowing*
20,990,202
3,546
20,993,748
-
20,993,748
J. G. Parker
57,306
-
57,306
-
57,306
S. J. Clancy
5,000
-
5,000
-
5,000
J. E. Davis
-
-
-
5,000
5,000
J. E. Gowing (James)
64,504
-
64,504
-
64,504
*Directly and indirectly
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
40. SHARE BASED PAYMENTS
The Deferred Employee Share Plan has been in operation since 2006 which allows fully paid ordinary shares to be issued for no cash
consideration from shares held by the Plan. All Australian resident permanent employees and non-executive Directors are eligible to
participate in the scheme. Employees may elect not to participate in the scheme.
Shares are acquired on-market prior to the issue. Shares issued under the scheme may not be sold until the earlier of three years after issue
or cessation of employment of the Group. In all other respects the shares rank equally with other fully-paid ordinary shares on issue.
Options
Nil options were on issue at year end (2023: Nil).
41. EARNINGS PER SHARE
31 July 2024
31 July 2023
Basic earnings per share (cents)
(0.07)c
(9.91)c
Diluted earnings per share (cents)
(0.07)c
(9.91)c
Weight average number of ordinary shares on issue
53,142,158
53,311,125
Net loss after tax
($39,000)
($5,285,000)
42. PARENT ENTITY INFORMATION
The following information has been extracted from the books and records of the Company and has been prepared in accordance with
Australian Accounting Standards:
Parent entity contractual commitments
The Company has no contractual commitments other than uncalled capital commitments for private equities and development properties as
noted in note 37 (2023: Uncalled capital commitments for private equities and development properties as noted in note 37).
Parent entity contingent liabilities
The Company has nil contingent liabilities at year end (2023: nil).
Parent entity guarantees in respect to debts of its subsidiaries
The Company has not entered into any guarantees in respect to debts of its subsidiaries at year end (2023: nil).
Statement of Financial Position
31 July 2024
$’000
31 July 2023
$’000
Assets
Current assets
18,083
14,764
Non-current assets
199,331
295,556
Total assets
217,414
310,320
Liabilities
Current liabilities
1,654
2,091
Non-current liabilities
23,899
118,431
Total liabilities
25,553
120,522
Net assets
191,861
189,798
Equity
Issued capital
11,113
11,781
Capital profits reserve
90,503
90,503
Long term investment revaluation reserve
12,421
12,290
Asset revaluation reserve
-
683
Retained earnings
77,824
74,541
Total equity
191,861
189,798
Statement of Profit or Loss and other Comprehensive Income
Net loss after income tax
(3,211)
(5,810)
Total comprehensive (loss) / income
(552)
3,382
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
43. RECONCILATION OF NET PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
31 July 2024
$’000
31 July 2023
$’000
Loss from ordinary activities after income tax
(39)
(5,285)
Amortisation of lease incentives
708
461
Depreciation and amortisation
1,923
1,825
Net loss on the sale of private equities
222
86
Net loss on the sale of investment properties
341
15
Net gain on the sale of development properties
(5,085)
(3,408)
Revaluation of investment properties to fair value
-
13,271
Revaluation of private equities to fair value
(35)
(380)
Revaluation of derivatives to fair value
525
77
Decrease / (increase) in receivables
1,169
(20)
(Increase) / decrease in prepayments
(2,030)
110
Decrease in inventories
2,203
369
Decrease in income taxes
(1,556)
(6,063)
Increase / (decrease) in provisions
18
(415)
Other (FX)
2,095
-
Write off of intangibles
500
-
(Decrease) / increase in trade creditors and accruals
(523)
833
Net cash inflows from operating activities
436
1,476
Liabilities from
financing activities
Opening balance –
31 July 2023
Cash flows
from financing
activities
Gain on disposal
Additions
and lease
modifications
Closing balance –
31 July 2024
Borrowings¹
95,273
592³
-
-
95,865
Lease liabilities²
1,427
(1,928)
-
2,244
1,743
¹ Relates to current and non-current borrowings.
² Relates to current and non-current lease liabilities.
³ Relates to the following cash flows from financing activities for the year ended 31 July 2024:
- Proceeds from borrowings
95,865
- Repayments of borrowings
(95,273)
592
44. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
CONSOLIDATED ENTITY DISCLOSURE STATEMENT AS AT 31 JULY 2024
1.
The Group has announced a dividend since the end of the year
which has been included in Note 35.
45. SUBSEQUENT EVENTS
The following subsequent events have occurred subsequent to the end of the financial year:
No other matters or circumstances have arisen which has significantly affected, or may significantly affect, the operations of the Group, the
results of those operations or the state of affairs of the Group in future financial years.
Name of entity
Type of entity
Country of
Incorporation
Ownership %
Trustee, partner or
participant in a joint
venture
Australian
resident or
foreign resident
Foreign jurisdiction
of foreign resident
Gowing Bros Limited
Body corporate
Australia
100
n/a
Australian
n/a
Pacific Coast Developments 357 Pty Ltd
Body corporate
Australia
100
Trustee of Pacific Coast
Developments 357 Fund,
1868 High Yield Trust,
Gowings Life Sciences Trust
Australian
n/a
Pacific Coast Developments 357 Fund
Trust
Australia
99.9
n/a
Australian
n/a
1868 Capital Pty Ltd
Body corporate
Australia
100
Trustee of Pacific Coast
Developments 357 Fund,
1868 High Yield Trust,
Gowings Life Sciences Trust
Australian
n/a
Pacific Coast Developments 112 Fund
Trust
Australia
99.9
n/a
Australian
n/a
Gowings SHI Pty Ltd
23/10/24
Australia
99.9
n/a
Australian
n/a
SHI Holdings Pty Ltd
Body corporate
Australia
99.9
n/a
Australian
n/a
Fin Control Systems Pty Ltd
Body corporate
Australia
99.9
n/a
Australian
n/a
Surfing Hardware International Holdings
Pty Ltd
Body corporate
Australia
99.9
n/a
Australian
n/a
Surf Hardware International Asia Pty Ltd
Body corporate
Australia
99.9
n/a
Australian
n/a
Surf Hardware International Europe SARL
Body corporate
France
99.9
n/a
Foreign
France
Surf Hardware International UK Ltd
Body corporate
England
99.9
n/a
Foreign
England
OZ4U Holdings Pty Ltd
Body corporate
Australia
99.9
n/a
Australia
n/a
Sunbum Technologies Pty Ltd
Body corporate
Australia
99.9
n/a
Australia
n/a
Surfing Hardware International USA Inc.
Body corporate
USA
99.9
n/a
Foreign
UISA
Surf Hardware International USA Inc.
Body corporate
USA
99.9
n/a
Foreign
USA
Surf Hardware International Hawaii Inc.
Body corporate
USA
99.9
n/a
Foreign
USA
Surf Hardware International Japan KK
Body corporate
Japan
99.9
n/a
Foreign
Japan
Surf Hardware International Pty Ltd
Body corporate
Australia
99.9
n/a
Australia
n/a
Surf Hardware International New Zealand Pty Ltd
Body corporate
New Zealand
99.9
n/a
Foreign
New Zealand
Gowings Master Trust
Trust
Australia
100
n/a
Australian
n/a
1868 High Yield Trust
Trust
Australia
100
n/a
Australian
n/a
Gowings Life Sciences Trust
Trust
Australia
100
n/a
Australian
n/a
Gowing Bros Management Services Pty Ltd
Body corporate
Australia
100
n/a
Australian
n/a
Coastbeat Pty Ltd
Body corporate
Australia
100
n/a
Australian
n/a
Gowings Wholesale Property Fund
Body corporate
Australia
100
n/a
Australian
n/a
Coffs Central Pty Ltd
Body corporate
Australia
100
Trustee of Coffs Central
Sub-Trust
Australian
n/a
Coffs Central Sub-Trust
Trust
Australia
100
n/a
Australian
n/a
Port Central Pty Ltd
Body corporate
Australia
100
Trustee of Port Central Sub-
Trust
Australian
n/a
Port Central Sub-Trust
Trust
Australia
100
n/a
Australian
n/a
Kempsey Central Pty Ltd
Body corporate
Australia
100
Trustee of Kempsey Central
Sub-Trust
Australian
n/a
Kempsey Central Sub-Trust
Trust
Australia
100
n/a
Australian
n/a
46. OTHER INFORMATION
Gowing Bros. Limited is incorporated and domiciled in New South
Wales. The registered office, and principal place of business, is Suite
303, 35-61 Harbour Drive, Coffs Harbour, NSW, 2450.
Phone:
61 2 9264 6321
Facsimile:
61 2 9264 6240
Email:
info@gowings.com
Website:
www.gowings.com
Gowing Bros. Limited shares are listed on the Australian Securities
Exchange.
The share register is maintained by Computershare Investor
Services Pty. Limited, Level 3, 60 Carrington Street, Sydney NSW
2000, Telephone 1300 855 080, Overseas callers +61 (0)2 8234 5000,
Facsimile + 61 (0)2 8234 5050
62
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Level 29, 66 Goulburn Street, Sydney NSW 2000
Level 7, 3 Horwood Place, Parramatta NSW 2150
1/28 National Circuit, Forrest ACT 2603
+61 2 8263 4000
+61 2 8263 4000
+61 2 6126 8500
nsw.info@williambuck.com
nsw.info@williambuck.com
act.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under Section 307C of
the Corporations Act 2001
To the directors of Gowing Bros. Limited
As lead auditor for the audit of Gowing Bros. Limited for the year ended 31 July 2024, I declare that, to the
best of my knowledge and belief, there have been:
— no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit, including APES
110 “Code of Ethics for Professional Accountants (Including Independence Standards)”.
William Buck
Accountants & Advisors
ABN: 16 021 300 521
L. E. Tutt
Partner
Sydney, 28 October 2024
J. E. Gowing
Executive Chairman and
Managing Director
Coffs Harbour, NSW
28 October 2024
1.
In the directors’ opinion:
(a)
the consolidated financial statements and notes set out on pages 27 to 61 are in accordance with the
Corporations Act 2001, including:
(i) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 31 July 2024 and of its performance for the financial year ended
on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
2. The notes to the consolidated financial statements include a statement of compliance with International Financial Reporting Standards.
3.
The directors have been given the declarations by the chief executive officer and chief financial officer for the year ended 31 July 2024
required by section 295A of the Corporations Act 2001.
4.
The consolidated entity disclosure statement required by 295A of the Corporation Act 2001 is true and correct as at 31 July 2024.
This declaration is made in accordance with a resolution of the directors.
DIRECTORS’ DECLARATION
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
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.
Valuation of
subregional
and
neighbourhood
shopping
centre
investment
properties
Area of focus
(refer also to note 18)
The Group has subregional and
neighbourhood shopping centre investment
properties as at 31 July 2024 totalling
$190 million.
The valuation of the Group’s investment
properties requires significant judgement and
the use of subjective assumptions and
estimates in determining fair value, including
selecting the appropriate valuation
methodology, market rental rates, vacancy
allowances and capitalisation rates.
Due to the significant value attached to the
investment properties in Group’s consolidated
financial statements, level of significant
judgements and assumptions applied to
determine the fair value of the Group’s
investment properties, this is considered to be
a key audit matter.
How our audit addressed the key
audit matter
Our audit procedures included:
— Assessing the competence, capability,
experience, independence and
objectivity of external valuers
appointed by management.
— Evaluating the valuation methodology
applied.
— Testing the reliability and
reasonableness of inputs to underlying
contracts and supporting
documentation.
— Testing the appropriateness of
assumptions and estimates with
reference to historical rates and
results, available market data, market
conditions and other supporting
documentation.
We have also assessed the adequacy of the
Group’s disclosures with relevance to the
Australian Accounting Standards.
Valuation of
unlisted equities
Area of focus
(refer also to notes 15 and 16)
The Group has investments of $14.4 million in
a number of unlisted equities at 31 July 2024,
which have been included in the Group’s
consolidated statement of financial position.
Management assesses the value of these
investments at least annually, using various
valuation techniques, such as recent arm’s
length transactions, reference to other
instruments that are similar in nature and other
market evidence.
Due to the significant judgement involved in
assessing the valuation of these assets, this is
considered a key audit matter.
How our audit addressed the key
audit matter
Our audit procedures included:
— Assessing the valuation methodology
applied by management.
— Reviewing the valuation inputs
including evidence of recent arm’s
length transactions and agreeing these
transactions to external sources.
— Reviewing the market data and other
financial information.
We have also assessed the adequacy of the
Group’s disclosures with relevant to
Australian Accounting Standards.
Level 29, 66 Goulburn Street, Sydney NSW 2000
Level 7, 3 Horwood Place, Parramatta NSW 2150
1/28 National Circuit, Forrest ACT 2603
+61 2 8263 4000
+61 2 8263 4000
+61 2 6126 8500
nsw.info@williambuck.com
nsw.info@williambuck.com
act.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor’s report to the members of Gowing Bros.
Limited
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of Gowing Bros. Limited (the Company) and its
subsidiaries (the Group) is in accordance with the Corporations Act 2001, including:
— giving a true and fair view of the Group’s financial position as at 31 July 2024 and of its financial
performance for the year then ended; and
— complying with Australian Accounting Standards and the Corporations Regulations 2001.
What was audited?
We have audited the financial report of the Group, which comprises:
— the consolidated statement of financial position as at 31 July 2024,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended,
— notes to the financial statements, including material accounting policy information,
— the consolidated entity disclosure statement, and
— the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards1. 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 & 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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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
Report on the Remuneration Report
Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of Gowing Bros. Limited, for the year ended 31 July 2024,
complies with section 300A of the Corporations Act 2001.
What was audited?
We have audited the Remuneration Report included in pages 24 to 26 of the directors’ report for the year
ended 31 July 2024.
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.
William Buck
Accountants & Advisors
ABN: 16 021 300 521
L. E. Tutt
Partner
Sydney, 28 October 2024
Other information
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 31 July 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 accordingly 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:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards1 and the Corporations Act 2001; and
— 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:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
— the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group 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:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
GOWING BROS. LIMITED
There’s more to surfing than surfing.
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INVESTING TOGETHER FOR A SECURE FUTURE
Issues to Shareholders Since 19 September 1985
Date
Particulars
Issued From
Issue Price $
31/10/1985
Bonus issue in lieu
Asset Revaluation reserve
30/04/1986
Bonus issue in lieu
Asset Revaluation reserve
31/10/1986
Bonus issue in lieu
Asset Revaluation reserve
16/03/1987
1 for 2 Bonus issue
Asset Revaluation reserve
30/04/1987
Bonus issue in lieu
Asset Revaluation reserve
30/04/1988
Dividend Re-investment
Accumulated profits
2.50
31/10/1988
Dividend Re-investment
Accumulated profits
3.70
30/04/1989
Dividend Re-investment
Accumulated profits
3.75
30/04/1989
Special Scrip dividend
Accumulated profits
16/11/1989
Dividend Re-investment
Accumulated profits
4.35
31/10/1990
1 for 10 Bonus issue
Share Premium – Special Dividend Reserve
31/10/1991
1 for 20 Bonus issue
Share Premium Reserve
30/04/1992
Dividend Re-investment
Accumulated profits
3.75
31/10/1992
Dividend Re-investment
Accumulated profits
3.80
29/10/1993
Dividend Re-investment
Accumulated profits
3.60
29/04/1994
Dividend Re-investment
Accumulated profits
3.50
28/04/1995
Dividend Re-investment
Accumulated profits
2.60
28/04/1995
Bonus in Lieu Share Plan
Share Premium Reserve
03/10/1995
1 for 10 Bonus issue
Share Premium Reserve
31/10/1995
Dividend Re-investment
Accumulated profits
3.00
31/10/1995
Bonus in Lieu Share Plan
Share Premium Reserve
26/04/1996
Dividend Re-investment
Accumulated profits
2.90
26/04/1996
Bonus in Lieu Share Plan
Share Premium Reserve
30/10/1996
Dividend Re-investment
Accumulated profits
3.10
30/10/1996
Bonus in Lieu Share Plan
Share Premium Reserve
25/04/1997
Dividend Re-investment
Accumulated profits
4.50
25/04/1997
Bonus in Lieu Share Plan
Share Premium Reserve
15/05/1997
2 for 1 Share Split
31/10/1997
Dividend Re-investment
Accumulated profits
2.60
31/10/1997
Bonus in Lieu Share Plan
Share Premium Reserve
30/04/1998
Dividend Re-investment
Accumulated profits
2.35
30/04/1998
Bonus in Lieu Share Plan
Share Premium Reserve
03/11/1998
Dividend Re-investment
Accumulated profits
2.10
03/11/1998
Bonus in Lieu Share Plan
28/04/1999
Dividend Re-investment
Accumulated profits
1.90
28/04/1999
Bonus in Lieu Share Plan
18/11/1999
Dividend Re-investment
Accumulated profits
1.95
18/11/1999
Bonus in Lieu Share Plan
28/04/2000
Dividend Re-investment
Accumulated profits
1.95
28/04/2000
Bonus in Lieu Share Plan
27/10/2000
Dividend Re-investment
Accumulated profits
1.80
27/04/2001
Dividend Re-investment
Accumulated profits
2.36
19/10/2001
Dividend Re-investment
Accumulated profits
1.95
18/12/2001
In Specie Distribution
G Retail Ltd shares issued on listing
22/04/2002
Dividend Re-investment
Accumulated profits
1.90
25/10/2002
Dividend Re-investment
Accumulated profits
1.80
18/12/2002
Dividend Re-investment
Accumulated profits
1.95
24/04/2003
Dividend Re-investment
Accumulated profits
1.90
24/10/2003
Dividend Re-investment
Accumulated profits
2.40
24/10/2003
Bonus in Lieu Share Plan
23/04/2004
Dividend Re-investment
Accumulated profits
2.40
23/04/2004
Bonus in Lieu Share Plan
25/10/2004
Dividend Re-investment
Accumulated profits
2.55
22/04/2005
Dividend Re-investment
Accumulated profits
2.70
22/04/2005
Bonus in Lieu Share Plan
17/07/2009
Dividend Re-investment
Accumulated profits
2.87
05/11/2010
Dividend Re-investment
Accumulated profits
2.42
17/12/2010
1 for 8 Rights issue
Share capital
2.20
05/11/2015
1 for 10 Bonus issue
Share capital
13/11/2018
Dividend Re-investment
Accumulated profits
2.77
30/04/2019
Dividend Re-investment
Accumulated profits
2.52
ENRICHING
PEOPLE’S LIVES
SINCE 1868
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
INVESTING TOGETHER FOR A SECURE FUTURE
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156th ANNUAL REPORT 2024 I Year ended 31 July 2024
GOWING BROS. LIMITED