Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2024
Page 1
Lindsay Australia Limited
ABN 81 061 642 733
ASX Code
LAU
Appendix 4E
for the year ended 30 June 2024
ASX Rule 4.3A
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2024
Page 2
Lindsay Australia Limited (ASX: LAU)
Results for announcement to the market
A'$000
30 June 2024
A'$000
30 June 2023
Revenues
Up
19.6%
816,002
From
681,967
Profit after tax attributable to members
Down
21.0%
27,269
From
34,517
The Record Date for determining entitlements to the dividend is 30 September 2024.
Management Comments
Refer Annual Report 2024 which has been lodged concurrently with App 4E.
Comparison of half-year profits
$A’000
30 June 2024
$A’000
30 June 2023
Profit (loss) after tax attributable to members for the 1st half-year.
18,079
16,817
Profit (loss) after tax attributable to members for the 2nd half-year.
9,190
17,700
Ratios
Earnings Per Security (EPS)
Dividends
Amount per
security
Franked
amount per
security
Conduit
Foreign
Income
Interim 2024 dividend - paid on 19 April 2024
2.1 cents
100%
Nil
Final 2024 dividend – to be paid on 11 October
2024
2.8 cents
100%
Nil
30 June 2024
30 June 2023
Profit before tax / revenue
Profit before tax as a percentage of revenue
4.87%
7.24%
Profit after tax / equity interests
18.26%
Profit after tax attributable to members as a percentage of equity
(similarly attributable) at the end of the year
27.10%
30 June 2024
30 June 2023
(a) Basic EPS
8.8 cents
11.4 cents
(b) Diluted EPS
8.8 cents
11.4 cents
(c) Weighted average number of ordinary shares outstanding
during the period used in the calculation of Basic EPS
311,527,728
302,696,327
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2024
Page 3
NTA backing
The net tangible asset back per ordinary security of 40.5 cents is inclusive of right-of-use assets and lease
liabilities.
Dividends
Dividend amount per security
Amount per
security
Franked
amount per
security at
30% tax
¢
¢
Final dividend:
Current year
2.8
100%
Previous year
3.0
100%
Interim dividends:
Current year
2.1
100%
Previous year
1.9
0%
Total dividend per security:
Current year
4.9
100%
Previous year
4.9
Mixed
There is no Conduit Foreign Income in the 2023 or 2024 financial years.
Other disclosures in relation to dividends
The company has a dividend reinvestment plan. The last date for election to participate in the plan is
01 October 2024. Shares issued pursuant to the plan are at 5% discount to the volume weighted
average price for the five business days prior to and including the record date.
Issued and quoted securities at end of current year
Category of securities
Total number
Number quoted
Issue price per
security
Ordinary securities
312,425,142
312,425,142
Changes during current year:
Increases through issues:
Dividend Re-investment Plan
Dividend Re-investment Plan
Employee incentive plan
1,146,273
834,756
545,721
1,146,273
834,756
545,721
$1.06
$1.01
$0.00
Acquisition of WB Hunter Pty Limited
6,493,506
6,493,506
$1.23
9,020,256
9,020,256
$A’000
30 June 2024
$A’000
30 June 2023
Net Tangible Assets (NTA)
126,596
118,664
Net tangible asset backing per ordinary security
40.5 cents
39.1 cents
Date the dividend is payable
11 October 2024
Record date to determine entitlements to the dividend
30 September 2024
If it is a final dividend, has it been declared?
Yes
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2024
Page 4
Annual meeting
The annual meeting will be held as follows:
Place
It is anticipated the Annual General Meeting will be
conducted as a hybrid in-person and virtual meeting.
Details will be confirmed in the notice of meeting.
Date / Time
11:00am, Friday 08 November 2024 at the offices of
McCullough Robertson Lawyers, Level 11, 66 Eagle
Street, Brisbane, Qld, 4000
Approximate date the annual report will be
available
22 August 2024 – lodged concurrently with app 4E
Compliance statement
This report has been prepared under accounting policies which comply with accounting standards as
defined in the Corporations Act.
This report and the accounts, upon which the report is based, use the same accounting policies.
1.
This report does give a true and fair view of the matters disclosed.
2.
The entity has a formally constituted audit committee.
3.
There are no entities over which control has been gained or lost during the period.
4.
This report is based on accounts that have been audited.
Justin Green
Chief Financial Officer and Company Secretary
Date: 22 August 2024
ANNUAL
REPORT
2024
ANNUAL REPORT
For the financial year ended 30 June 2024
DIRECTORS
CHIEF FINANCIAL OFFICER
& COMPANY SECRETARY
SHARE REGISTER
REGISTERED & PRINCIPAL
ADMINISTRATIVE OFFICE
AUDITOR
STOCK EXCHANGE LISTING
Chairman Non-executive
Mr Ian M Williams
Non-executive Directors
Mr Robert L Green
Mr Matthew R Stubbs
Mr Stephen P Cantwell
Mr Clayton J McDonald
Mr Craig R Baker
Mr Broderick T Jones
Mr Justin T Green
Computershare Investor Services Pty Ltd
Level 1, 200 Mary Street, Brisbane QLD 4000
Telephone: 1300 552 270
Website: www.computershare.com.au
152 Postle St, Acacia Ridge, QLD 4110
Telephone: (07) 3240 4900
Fax: (07) 3054 0240
Website: www.lindsayaustralia.com.au
Pitcher Partners
Level 38, 345 Queen Street, Brisbane, QLD, 4000
Lindsay Australia Limited shares are listed on the
Australian Securities Exchange, code LAU
CHIEF EXECUTIVE
OFFICER
CHIEF OPERATING
OFFICER
ABOUT LINDSAY AUSTRALIA
DIRECTORS’ REPORT
Remuneration report
AUDITOR’S INDEPENDENCE DECLARATION
ANNUAL FINANCIAL REPORT
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Consolidated Entity Disclosure Statement
Directors' Declaration
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF LINDSAY AUSTRALIA LIMITED
CORPORATE GOVERNANCE STATEMENT
SHAREHOLDER INFORMATION
1
2
28
75
79
90
TABLE OF CONTENTS
29
32
33
34
35
36
74
73
Our Business
LINDSAY TRANSPORT
National
Adeliade
Brisbane
Melbourne
Perth
Sydney
Regional
Bowen
Bundaberg
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Mackay
Mareeba
Mildura
Mundubbera
Nambour
Stanthorpe
Tully
LINDSAY RURAL
Adelaide
Atherton
Ayr
Brisbane
Bowen
Brandon
Bundaberg
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Invergordon
Mareeba
Mildura
Mundubbera
Murwillumbah
Nambour
Stanthorpe
Tully
Woolgoolga
LINDSAY FRESH
Brisbane Markets
WB HUNTER
Corowa
Echuca
Eurora
Katandra West
Shepparton
Tartura
Wangaratta
Yarrawonga
Lindsay Australia Limited’s core divisions share common
customers within the agriculture and horticulture industries
which gives the Lindsay Group a strategic advantage by
providing a unique end-to-end service solution for all our
customer needs.
The Group continues to remain agile, increasing the
range of services it can offer and the regions that it
services exemplified by the recent acquisition of WB
Hunter. Hunters is based in the Goulburn Valley of
Victoria. Hunters is a market leading retailer that sells a
comprehensive range of rural supplies, agricultural
services, trade essentials and pet products across an
eight-store footprint
Directors’
Report
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
3
Directors’ Report
Lindsay Australia Limited
For the year ended 30 June 2024
The Directors of Lindsay Australia Limited (Lindsay Australia, the Group or the Company) present their Directors’ Report
together with the Financial Report of the Company and its controlled entities (collectively the Group) for the financial
year ended 30 June 2024 and the Independent Auditors’ Report thereon.
The Directors’ Report has been prepared in accordance with the requirements of Division 1 of Part 2M.3 of the
Corporations Act 2001.
Directors and Company Secretary information
Mr Ian Williams
Chair, Independent Non-Executive Director
Mr Williams was appointed to the Board in September 2021 as an Independent Non-executive Director and Chair.
Mr Williams is currently Chair of NEX Building Group, and a Director and Chair of the Audit & Risk Committee of
New Hope Corporation Limited (ASX: NHC – appointed 01 November 2012), Stoddart Group, National Group
Corporation and Baseball Australia. Mr Williams was a corporate partner with international law firms Herbert Smith
Freehills and Ashurst for 20 years.
Mr Williams is currently Vice-President of the Australia Japan Business Co-operation Committee.
Mr Williams is a graduate of Sydney University (Economics and Laws), Oxford University and the Australian Institute of
Company Directors.
Mr Williams was a director of ASX Listed KGL Resources (ASX: KGL – appointed 14 June 2022 and resigned 28
November 2022).
Mr Robert Green
Independent Non-Executive Director
Mr Green was appointed to the Board in August 2019 as an Independent Non-executive Director.
Mr Green has considerable board relevant experience with key executive roles in the Australian and International
agricultural industry over many years. Key areas of experience include Trading and Risk Management, Operations
Management and Business Development. Mr Green brings extensive relevant experience to the Group in trading,
importing and distribution across a range of industries including the international agriculture industry.
Mr Green is currently a Director and Chair of the Safety Committee of Namoi Cotton Co-operative Ltd
(ASX: NAM – appointed 27 May 2013). Mr Green is currently Chair of Boomaroo Nurseries.
Mr Green has held previous directorships with Louis Dreyfus Australia, Union Dairy Company, Macrofertil Australia, Soy
Australia and was previously President of Australian Oilseeds Federation and Director and past President of Australia
Grain Exporters Association.
Mr Green is a member of the Australian Institute of Company Directors.
Other than Lindsay Australia Limited and Namoi Cotton, Mr Green has held no other directorships with other listed
companies during the last three years.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
4
Mr Matthew Stubbs
Independent Non-Executive Director
Mr Stubbs was appointed to the Board in September 2021 as an Independent Non-executive Director.
Mr Stubbs is the founder and a managing director of Allier Capital, a boutique M&A advisory firm.
Mr Stubbs has over 25 years’ experience in investment banking and during his career worked on a broad range of both
public and private transactions.
Mr Stubbs holds an MBA from AGSM and a Bachelor of Laws and Bachelor of Commerce from the University of
Queensland.
Mr Stubbs held a Non-executive Director role with Lantern Hotel Group (previously listed ASX: LTN – appointed 7
March 2016) and Everlight Radiology.
Mr Stubbs has held no other directorships with other listed companies during the last three years.
Mr Stephen Cantwell
Independent Non-Executive Director
Mr Cantwell was appointed to the Board in December 2021 as an Independent Non-executive Director.
With over 40 years’ experience in a broad range of strategic, functional and customer facing roles with major national
and international businesses in the transport, logistics and manufacturing sectors, Mr Cantwell has extensive
experience backed by strong commercial acumen.
Mr Cantwell is currently a director for the Port of Brisbane and Queensland Rail and a director and Chair of TasRail.
Mr Cantwell holds a Business Degree from the University of Southern Queensland, majoring in Operations Research
and Information Systems and holds a Graduate Diploma in Transport Management and a Master of Business Degree
from the Royal Melbourne Institute of Technology.
Mr Cantwell is a Fellow of the Chartered Institute of Transport and Logistics and a Fellow of the Centre for Integrated
Engineering Asset Management.
Mr Cantwell is a Graduate Member of the Australian Institute of Company Directors.
Mr Cantwell has held no other directorships with other listed companies during the last three years.
Mr Justin Green
Chief Financial Officer and Company Secretary
Mr Green was appointed Chief Financial Officer in January 2018 and Company Secretary in May 2018.
Mr Green has been with the Group for 23 years and has held both key Group finance roles and commercial positions for
both the Rural and Transport divisions.
Mr Green is a member of the Australian Institute of Company Directors.
Mr Green holds a Bachelor of Business (accounting) and is a member of CPA Australia.
Mr Broderick Jones
Group Legal Counsel and Company Secretary
Mr Jones joined Lindsay Australia Limited in September 2014 and was appointed Company Secretary in October 2014.
Mr Jones holds a Bachelor of Laws degree from Queensland University of Technology and has over 20 years’
professional experience within law, finance, property and markets gained from a number of senior roles both
domestically and internationally.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
5
Meeting of the directors
The table below outlines the number of directors’ meetings held (including meetings of committees of the Board) and
the number of meetings attended by each of the directors of Lindsay Australia Limited during the financial year.
Directors’
Meetings
Audit & Risk
Committee
Remuneration
Committee
Health, Safety &
Sustainability
Committee
Held
Attended
Held
Attended
Held
Attended
Held
Attended
I M Williams
16
16
4
4
3
3
3
3
R L Green
16
16
4
4
3
3
3
3
M R Stubbs (a)
16
15
4
4
1
1
3
3
S P Cantwell
16
16
4
4
3
3
3
3
(a)
M R Stubbs retired from the Remuneration Committee on 20 September 2023.
Details of director and senior executive remuneration are set out in the Remuneration Report. The particulars of
directors’ interests in shares of the Company as at the date of this report are set out below.
Committee membership
As at the date of this report, the Group has an Audit and Risk Committee, a Health Safety & Sustainability Committee,
and a Remuneration Committee of the Board of Directors. Membership of the committees is as follows:
Audit & Risk
Remuneration
Health, Safety & Sustainability
M R Stubbs (Chair)
R L Green (Chair)
S P Cantwell (Chair)
I M Williams
I M Williams
I M Williams
R L Green
S P Cantwell
R L Green
S P Cantwell
M R Stubbs
Director’s Interests
As at 30 June 2024 the interests of current directors in securities of the Company are as follows:
Director
Ordinary
Shares
I M Williams
86,860
R L Green
10,498
M R Stubbs
280,000
S P Cantwell
55,147
Share options
Refer to the Remuneration Report for additional information on share options.
Share options do not grant the holder any of the rights attached to shares, which means the holder is only entitled to
participate in general meetings, receive dividends or participate in any rights issue of the Group once the shares are
effectively allotted.
During the 2024 financial year there were 3,287,469 share options granted over unissued ordinary shares under the
Long-Term Incentive (Option) Plan (LTIP).
There are currently 4,021,748 share options over unissued ordinary shares outstanding, that have not yet met the
vesting conditions. All share options have an exercise price of $nil.
Share Options
Share Options
Granted
Share Options
Forfeited
Share Options
Exercised
Share Options
30.06.23
FY2024
FY2024
FY2024
30.06.24
1,350,000
3,287,469
(70,000)
(545,721)
4,021,748
There have been no changes to share options over unissued ordinary shares since the end of the financial year up to
the date of this report.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
6
Share options issued in the 2024 financial year to directors, Executive Management Personnel and other senior
executives as part of remuneration arrangements are detailed below:
Details
Quantity
Exercise Price
C J McDonald: Unlisted share options over ordinary shares
145,721
$nil
Issued October 2023 (vested and exercised)
C J McDonald: Unlisted share options over ordinary shares
248,850
$nil
Issued October 2023 (not yet vested)
C J McDonald: Unlisted share options over ordinary shares
1,476,603
$nil
Issued June 2024 (not yet vested)
J T Green: Unlisted share options over ordinary shares
Issued June 2024 (not yet vested)
395,648
$nil
C R Baker: Unlisted share options over ordinary shares
Issued June 2024 (not yet vested)
500,000
$nil
B T Jones: Unlisted share options over ordinary shares
Issued June 2024 (not yet vested)
128,261
$nil
S K Banfield: Unlisted share options over ordinary shares
Issued June 2024 (not yet vested)
93,400
$nil
Shares issued on the exercise of options
During the 2024 financial year, 545,721 shares were issued on exercise of share options for nil consideration. The
shares granted had a fair value at the exercise date of $634,464.
Refer to the Remuneration Report for additional information on share options.
Insurance of officers and indemnities
Lindsay Australia Limited agrees to indemnify each Director, Officer, and Company Secretaries of the Group against
any liability:
a.
to a party other than Lindsay Australia Limited or a related body corporate, but only to the extent that the liability
arises out of conduct in good faith; and
b.
for legal costs incurred in connection with proceedings for relief to the Director, Officer or Company Secretary
under the Corporations Act 2001 in which the court grants the relief.
The amount payable under the agreement is the full amount of the liability. No liability has arisen under these
indemnities as at the date of this report.
Lindsay Australia Limited has paid a premium to insure each of the Directors, Officers and Company Secretaries
against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their
conduct while acting in their capacity of Director, Officer or Company Secretary of the Group. This does not include
such liabilities that arise from their conduct involving a wilful breach of duty. Disclosure of the premium paid is not
permitted under the terms of the insurance agreement.
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237
of the Corporations Act 2001.
Significant changes in state of affairs
Other than the matters outlined in the Operating and financial review, there were no significant changes to state of
affairs during the financial year.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
7
Events after the reporting date
Dividend recommended after the end of the financial year
Since the end of the financial year, the directors have recommended payment of a final fully franked ordinary dividend
for the year end 30 June 2024 of 2.80 cents per share (approximately $8,747,904).
Other
Other than the events disclosed above, to the directors’ knowledge, no matter or circumstance has arisen since the end
of the financial year that 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.
Principal activities
The principal activities and operations of the Group during the financial year were the transportation of refrigerated and
general freight, logistic services associated with the import and export of horticultural goods and merchandising of rural
supplies.
There were no significant changes in the nature of the activities of the Group during the year.
Likely developments and expected results
Refer to the Strategy, Risk and Governance section set out on page 15.
Environmental compliance
The Group’s operations are subject to environmental laws and the National Greenhouse Energy Reporting Act 2007.
The Group complies with this Act.
The directors are not aware of any environmental issues which have been raised in relation to the Group’s operations
during the 2024 financial year or subsequently up to the date of this report.
Dividends paid during the financial year
Dividends paid to members are as follows:
2024
cents
2023
cents
2024
$’000
2023
$’000
Final ordinary dividend per share paid on 06 October 2023 for the prior financial year
(FY2023: 07 October 2022)
3.0
1.8
9,309
5,439
Interim ordinary dividend per share paid on 19 April 2024 (FY2023: 14 April 2023)
2.1
1.9
6,543
5,753
Rounding of amounts
Unless otherwise stated, the amounts in this report and in the financial report have been rounded to the nearest $1,000
(where rounding is applicable) relying on rounding relief under ASIC Corporations (Rounding in Financial/Directors’
Reports) Instrument (2016/191). The Group is an entity to which the instrument applies.
Auditor’s independence declaration
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is
included on page 28 of this report.
Non-audit services
The Group may decide to engage the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or the Group are important.
The Group did not engage Pitcher Partners in the 2023 or 2024 financial years for any non-audit related services.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
8
Operating and financial review
Reconciliation of results from the Group’s operations
A summary of the Group’s financial results from its continuing operations for the financial year ending 30 June 2024 and
the prior comparative year is set out below.
Underlying operations defined in this report are the Group’s reported financial results as set out in the financial
statements, adjusted for significant items that are non-recurring or items incurred outside the ordinary operations of the
Group.
Significant items in the 2024 financial year include an increase in fuel tax credits (net of consultancy fees) from a
revised fuel tax credit methodology implemented during the year, costs associated with the Chief Executive Officer
appointment, insurance proceeds from the Bundaberg facility fire in the 2023 financial year, one-off property
development costs, unwinding of Hunters inventory valuation uplift on acquisition (PPA), software implementation costs
and merger and acquisition costs.
Significant items in the 2023 financial year include a reduction in fuel tax credits from a revised ATO assessment that
were expensed in prior years, costs associated with the Chief Executive Officer retirement and executive search costs
for the appointment of the new Chief Executive Officer, costs associated with a facility fire in Bundaberg and merger and
acquisition costs.
The below table provides a reconciliation of the Group’s reported profit/(loss) before tax and statutory EBITDA as
contained in the financial statements (see Note 31 Segment Information) and non-IFRS (International Financial
Reporting Standards) underlying operations. The Directors believe the additional information included in the report is
useful for measuring the financial performance of the Group. The following non-IFRS reconciliation has not been subject
to the Group’s audit but is extracted from the audited financial statements.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
9
Transport
Rural
Hunter
Corporate/
Unallocated
Group
2024 – reconciliation of results from the Group’s
operations
$’000
$’000
$’000
$’000
$’000
Reported profit (loss) before tax
69,814
8,833
(688)
(38,201)
39,758
Underlying adjustments
Impact of AASB 16 Leases (a)
Depreciation right of use property/other
10,270
1,193
896
2,616
14,975
Finance costs right of use property/other
2,833
134
557
688
4,212
Operating lease rental payments (b)
(11,835)
(1,319)
(1,216)
(3,466)
(17,836)
AASB 16 Leases profit impact
1,268
8
237
(162)
1,351
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
(2,610)
-
-
-
(2,610)
CEO transitions costs – sign on (d)
-
-
-
778
778
Insurance recoveries for Bundaberg facility fire (e)
(880)
-
-
-
(880)
Property development costs (f)
-
-
-
355
355
Hunters – PPA (g)
-
-
2,956
-
2,956
Software implementation costs (h)
-
-
-
1,492
1,492
Merger & acquisition costs
-
-
-
968
968
Total other underlying adjustments
(3,490)
-
2,956
3,593
3,059
Total underlying adjustments
(2,222)
8
3,193
3,431
4,410
Underlying profit (loss) before tax
67,592
8,841
2,505
(34,770)
44,168
Reported EBITDA
118,599
10,392
1,568
(23,661)
106,898
Underlying adjustments
Impact of AASB 16 Leases (a)
Operating lease rental payments (b)
(11,835)
(1,319)
(1,216)
(3,466)
(17,836)
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
(2,610)
-
-
-
(2,610)
CEO transitions costs – sign on (d)
-
-
-
778
778
Insurance recoveries for Bundaberg facility fire (e)
(880)
-
-
-
(880)
Property development costs (f)
-
-
-
355
355
Hunters – PPA (g)
-
-
2,956
-
2,956
Software implementation costs (h)
-
-
-
1,492
1,492
Merger & acquisition costs
-
-
-
968
968
Total underlying adjustments
(15,325)
(1,319)
1,740
127
(14,777)
Underlying EBITDA
103,274
9,073
3,308
(23,534)
92,121
(a)
Eliminates the impact of AASB 16 Leases.
(b)
Operating lease rental payments were expensed prior to the adoption of AASB 16 Leases.
(c)
Additional fuel tax credits (net of consultancy costs) accounted for that relate to prior financial years due to
update in the fuel tax credit methodology.
(d)
Sign-on costs associated with the appointment of new Chief Executive Officer C J McDonald.
(e)
Insurance recovery related to the Bundaberg facility fire in the 2023 financial year.
(f)
Consultancy fee associated with new Perth facility development.
(g)
Unwinding of purchase price allocation on inventory valuation.
(h)
Software costs associated with the implementation of new ERP system.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
10
Transport
Rural Corporate/
Unallocated
Group
2023 – reconciliation of results from the Group’s operations
$’000
$’000
$’000
$’000
Reported profit (loss) before tax
71,308
9,674
(31,585)
49,397
Underlying adjustments
Impact of AASB 16 Leases (a)
Depreciation right of use property/other
7,004
1,154
2,546
10,704
Finance costs right of use property/other
2,276
138
784
3,198
Operating lease rental payments (b)
(8,236)
(1,273)
(3,312)
(12,821)
AASB 16 Leases profit impact
1,044
19
18
1,081
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
(1,204)
-
-
(1,204)
CEO retirement and transitions costs
-
-
1,150
1,150
Facility reinstatement costs from Bundaberg Fire (d)
583
-
-
583
Asset acquisition costs (e)
616
-
-
616
Merger & acquisition costs
-
-
633
633
Total other underlying adjustments
(5)
-
1,783
1,778
Total underlying adjustments
1,039
19
1,801
2,859
Underlying profit (loss) before tax
72,347
9,693
(29,784)
52,256
Reported EBITDA
109,333
11,214
(19,253)
101,294
Underlying adjustments
Impact of AASB 16 Leases (a)
Operating lease rental payments (b)
(8,236)
(1,273)
(3,312)
(12,821)
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
(1,204)
-
-
(1,204)
CEO retirement and transitions costs
-
-
1,150
1,150
Facility reinstatement costs from Bundaberg Fire (d)
583
-
-
583
Asset acquisition costs (e)
616
-
-
616
Merger & acquisition costs
-
-
633
633
Total underlying adjustments
(8,241)
(1,273)
(1,529)
(11,043)
Underlying EBITDA
101,092
9,941
(20,782)
90,251
(a)
Eliminates the impact of AASB 16 Leases.
(b)
Operating lease rental payments were expensed prior to the adoption of AASB 16 Leases.
(c)
Reversal of fuel tax credit adjustments (FTC) and interest charges that were expensed in FY2021. The
adjustments are based on an amended assessment notice from the Australian Taxation Office. The
adjustments relate to prior financial years.
(d)
Costs associated with the reinstatement of the Bundaberg facility.
(a)
One-off costs associated with the acquisition of second-hand assets.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
11
Summary of operating results
Lindsay Australia delivered a solid operating result in financial year 2024 with the national network and diversified
business portfolio of integrated road, rail and rural services combining to deliver revenue and earnings growth in
uncertain macroeconomic trading conditions.
Focusing on safety, service delivery and utilisation delivered strong uplifts in metro logistic volumes which offset softer
weather impacted regional volumes. The Rural and Hunter divisions both performed well in tough trading conditions.
The Group continued to expand and diversify its operations with the successful acquisition of WB Hunter Pty Limited
(“Hunters”) based in the Goulburn Valley of Victoria. Hunters is a market leading retailer that sells a comprehensive
range of rural supplies, agricultural services, trade essentials and pet products across its eight store footprint. The
strategic acquisition expanded the Lindsay Rural footprint outside of Queensland, and despite challenging trading
conditions post the acquisition, Hunters sales proposition and service reputation positions it well for when the economic
cycle improves.
Overall Group external revenues for the year increased by $128.1 million to $804.3 million, representing growth of
18.9% from FY2023, including the 11 months of Hunters trading. Excluding Hunters, external revenues grew $40.7
million or 6.0% from FY2023. Growth in the Transport division was driven by increased volumes from new and existing
customers, particularly commercial loads in metro freight lanes.
Including 11 months of trading from Hunters, the Group delivered underlying EBITDA of $92.1 million, an increase of
$1.9 million or 2.1% from FY2023.
The Group continues to face cost pressures across most spending categories. While fuel costs are largely passed
through, other key inputs have been impacted by inflation and a competitive labour market. In response, the company
has launched a comprehensive transformation program aimed at boosting productivity, optimizing utilisation, and
managing unit costs. A dedicated internal transformation team, supported by Lindsay’s executive leadership, is driving
these key initiatives.
The Group remains committed to upholding our position as a leading essential services provider and a critical link within
Australia's food and agriculture sectors. Lindsay’s top priority remains the safety of all staff, customers, community
members and stakeholders. We continue to invest in safety, and in 2024 we continued to expand our employee
wellbeing and monitoring support teams including the appointment of a Head of Safety, Risk and Compliance executive
to the Group.
Reported and underlying results
2024
2023 % Change
$’000
$’000
Operating Revenue
804,367
676,245
18.9%
EBITDA
106,898
101,294
5.5%
Depreciation & Amortisation
(55,443)
(42,833)
29.4%
EBIT
51,455
58,461
(12.0%)
Finance Costs (net of bank interest received)
(11,697)
(9,064)
29.0%
Reported Net Profit Before Tax
39,758
49,397
(19.5%)
Income Tax
(12,489)
(14,880)
(16.1%)
Reported Net Profit After Tax
27,269
34,517
(21.0%)
Underlying EBITDA
92,121
90,251
2.1%
Underlying Net Profit Before Tax
44,168
52,256
(15.5%)
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
12
Segment Overview
2024
2023 % Change
$’000
$’000
External Revenue
Transport – freight services
564,693
513,276
10.0%
Rural – sale of goods
152,277
162,969
(6.6%)
Hunter – sale of goods
87,397
-
-
804,367
676,245
18.9%
2024
2023 % Change
$’000
$’000
Segment profit (loss) before tax
Transport – reported
69,814
71,308
(2.1%)
Transport – underlying
67,592
72,347
(6.6%)
Rural – reported
8,833
9,674
(8.7%)
Rural – underlying
8,841
9,693
(8.8%)
Hunter – reported
(688)
-
-
Hunter – underlying
2,505
-
-
Transport Segment
Transport’s external revenues grew 10.0% to $564.6 million in FY2024, following strong demand from new and existing
customers for networked refrigerated logistics services, particularly in the metro lanes. Tender activity in the period
remained elevated and tender conversion for Lindsay was high.
Lindsay continues to experience year on year growth in metro-to-metro volumes which offset lower regional volumes
and general softness in the market, driven by weaker consumer demand. The Q3 FY2024 was significantly impacted
due to prolonged wet weather in North Queensland and a major rail outage impacting east west operations, reducing
revenues during the period.
Throughout the financial year, the Transport division continued to invest in both current and future growth by expanding
operational capacity through facility enhancements. In February 2024, the new Melbourne terminal became operational,
significantly increasing fleet storage and refrigerated handling capacity in our largest metro market. Additionally, the
Group secured a lease agreement for a new, purpose-built refrigerated facility in Perth, designed to accommodate
volume growth and future expansion. Construction of the Perth facility is scheduled to begin in Q2 FY2025, with
completion expected in Q2 FY2026.
Transport’s growth continues to be supported by investment in new road, rail equipment and facilities which totalled
$52.1m for the reporting period. Sustaining investment in the Transport division remains a key focus for the Group to
ensure we maintain a modern, safe and reliable fleet and can continue to support our role as an essential service
provider in the refrigerated food market.
Despite the major rail outage in March, Rail continues to be a key pillar of growth for Transport, delivering revenues of
$126.6 million, an increase of $23.8 million (23.1%) on FY2023. This revenue growth was driven by additional rail
capacity, customer road to rail conversion and new customers.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
13
Rural Segment
The Rural segment delivered a solid performance despite challenging market conditions. External revenues were $10.9
million (6.6%) lower than the previous year, impacted by commodity price fluctuations, reduced plantings, and adverse
weather conditions. However, Rural’s diversified product mix, strong market position, and integrated ‘fruit loop’ offering
helped mitigate some of these challenges, with packaging emerging as a standout performer. As a result, underlying
segment profit before tax decreased by $0.85 million or 8.8%.
The Rural division continues to deliver significant value across the Group, offering strong returns on capital with minimal
investment while enhancing the Group’s end-to-end service offering. The segment remains focused on expanding its
specialist sales force in high-growth horticultural regions, exemplified by the successful acquisition of W.B. Hunter Pty
Ltd (WB Hunter).
Hunter Segment
The acquisition of WB Hunter was completed on 7th August 2023 and for the 11 months trading delivered $87.3 million
of revenue and underlying segment profit before tax of $2.5 million.
Post acquisition, challenging weather and softer economic conditions has resulted in lower than forecasted revenues
and earnings. Impacts were predominantly experienced in the timber, hardware and building product lines consistent
with the post COVID reduction in new dwellings and building projects in regional Victoria. Cash sales reduced however
loyalty sales increased highlighting the strength of the Hunters brand. We remain positive about the value the segment
will add to our portfolio as conditions recover and we integrate Hunters further into the broader rural business.
Corporate Update
Safety, People, Culture
During the financial year, the Group employed 1,852 full-time equivalent employees (FTE’s), an increase of 260 FTE’s
from FY2023.
The Board recognises the important leadership role it plays in promoting the Group’s core values. In FY2024, the Group
undertook a project to review and refresh our core values. With input from all levels of our business units, the refreshed
core values are both individually significant and in combination, lay the platform for everyday operations and build a
sustainable business for the future.
Division
2024
2023
Change
%
Corporate
89
82
7
8.5%
Rural
124
123
1
0.8%
Hunter
97
-
97
-
Transport
1,542
1,387
155
11.2%
Total FTE
1,852
1,592
260
16.3%
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
14
Sustainability
Lindsay remains committed to delivering improved sustainability outcomes across all of its operating divisions. To
achieve this goal, the group is continuing to assess and implement practical strategies to support its sustainability and
CO2 reduction objectives (particularly having regard to alternatives to diesel fuel), developing its sustainability strategy
and ESG roadmap. The roadmap includes a carbon footprint analysis and a climate risk assessment focusing on
assessing potential risks to company property and operating networks and identifying potential investments to improve
fleet efficiency and productivity. Identifying environmental, social and governance risks that could have a material
impact to future operations and develop key initiatives to ensure long-term sustainability is paramount to the ESG
roadmap. During the period, Lindsay completed its Modern Slavery Statement and reconfirmed our future commitments
towards Modern Slavery.
Divisional Investment
The Group focused its investments in FY2024 on delivering long-term sustainable growth through:
•
SAFETY: Expansion of our safety, risk and compliance support teams underpinned by the appointment of new
Head of Safety, Risk and Compliance executive position.
•
FACILITIES: Operational capacity uplift through opening and expansion of cold storage facilities including the
acquisition of two regional sites.
•
RAIL: $3.6 million invested in rail assets
•
ROAD: $31.4 million investment in new trucks, trailers and road equipment, expanding the Group’s operational
capacity coupled with fleet renewals which allow for safety upgrades and efficiency improvements
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
15
Strategy, Risk and Governance
Business strategies and prospects for future years
The Group’s overall business strategy remains consistent with prior years. Plans and initiatives for product, service and
geographical diversification remain a goal to reduce seasonal revenue risks associated with the horticulture sectors
which we participate. Our highest priority remains safety, whilst we continue to focus on operational performance from
equipment utilisation and continuous review of the latest technology to improve safety and systems.
Investing for future growth and sustainability
•
Expanding safety, wellbeing and compliance support teams;
•
Upgrading facilities to increase capacity and improve operational efficiencies;
•
Expanding geographical reach to reduce seasonal horticulture production risks;
•
Expanding service range to meet changing customer needs; and
•
Investing in technology to deliver safety outcomes.
Transport division
•
Rail fleet utilisation to support new freight lanes and customer additions;
•
Road fleet renewal to deliver a modern fleet with latest safety features;
•
Investment in road fleet for larger combinations with increased load capacity;
•
Facility upgrades to deliver increased cold chain capacity; and
•
Technology updates to achieve increased equipment utilisation.
Rural division
•
Expand geographical reach to new major horticulture regions;
•
Expand dedicated sales team;
•
Focus on product sales mix to deliver margin improvements; and
•
Leverage existing Transport geographical reach.
Lindsay Australia Limited | Annual Report 2024 | Directors’ Report
16
Risk Management:
Increased input costs, labour, cyber security, interest rates, volatile fuel pricing, credit management and climate change
have been identified as the most significant risks being managed by the Group. These risks were present throughout the
year and are expected to persist in future financial years.
In the 2024 financial year, the Group has continued to comply with the established Enterprise Risk Management
Framework (ERMF) that was built in FY2023, to meet ISO 31000:2018 standards. The Group reviews all risks periodically
and continuously evaluates its risk environment to proactively identify, measure, monitor and mitigate all significant risks.
This is generally achieved by strengthening its control environment. All the key controls are tested periodically to ensure
the associated risks are mitigated to the maximum possible extent. The risks mentioned above have been identified as
significant as they could impact the group’s ability to deliver its financial plan.
•
Increased input costs – Given the recent changes in economic conditions, including inflationary pressures, the
Group has witnessed increased costs across most of its outgoings. Significant cost increases affect a wide
range of operations including but not limited to property costs, labour force, fleet (purchase and maintenance)
and transport costs. Increased input costs are reviewed regularly and form the basis of customer pricing reviews
which are typically conducted annually.
•
Labour force management – Sourcing labour in some operational regions remains a risk to the transport
industry, which has witnessed a shortage of suitable and qualified resources, impacting seamless supply chain
management. The Group proactively manages labour force shortages through subcontracting and engaging
with several recruitment and labour-hire providers and aims to be an employer of choice by providing a positive,
safe working environment and continuing to invest in compliance, facilities, assets and technology. Labour costs
are largely subject to award rates or enterprise agreements. A tightening market will put upward pressure on
labour rates. Labour is a major component in transport operations and as such are reviewed regularly and
factored into customer pricing reviews.
•
Cyber security – A cyber breach potentially impacts the Groups’ ability to efficiently service its customers, with
the additional risk of financial and reputational damage. The Group mitigates this risk by adopting state-of-the-
art technologies. The Group has implemented IT range of security measures which are typical for an operation
the size, scale and reach of the Group. The Group conducts annual penetration testing of its network to identify
deficiencies and educates its workforce on changing IT environment risks through its dedicated training
modules.
•
Interest rate movements – The Group actively monitors interest rate fluctuations to assess its position to
manage its interest-bearing liabilities. The Group typically fixes equipment finance interest rates when new
equipment is delivered and funded to minimise exposure to interest rate fluctuations. These funding terms range
from 3 to 5 years to provide certainty around future funding costs. As at 30 June 2024 76.9% of the Group’s
borrowings were on fixed interest rates.
•
Fuel pricing volatility – The Group has witnessed ongoing fluctuations in fuel pricing, which may impact
revenue and profits. The Group looks to manage fluctuating fuel prices through an industry accepted fuel levy.
The fuel levy is a rise and fall mechanism that moves in line with national diesel prices, which is then charged
to customers. The Group has a dedicated team that calculates the fuel levy monthly in line with market changes.
These calculations are published on the Group website and included in customer rates.
•
Customer credit management – The Group provides credit facilities to its customers for services provided and
sales; non-payment by customers could impact cash flows and increase debt collection costs or recognition of
bad or doubtful debts. The Group has a dedicated credit management team and credit approval processes to
mitigate credit risk. The team actively monitors credit limits and ensures the collection of funds in a timely
manner. Large accounts with more than $50,000 balance are provided to the Board monthly for review.
•
Climate change – Climate change impacts, such as increasing severe weather events such as drought, fire
and flood, may impact performance. The adverse effects of climatic-related events may include reducing the
amount of horticultural or agricultural produce that requires transport and logistics-related services and or
damage or outage of transport-related infrastructure, including road and rail. The Group considers climate-
related factors in commissioning capital towards property and other investments and has a business continuity
plan to assist in addressing natural weather events.
•
Funding and dividends – The Board continually evaluates dividend payouts to ensure sufficient funds to
sustain and grow the business while considering shareholder interest. Total dividends paid and recommended
in respect of financial year 2024 total 4.9 cents per share (2.1 cents interim paid and 2.8 cents final
recommended), representing a FY2024 after-tax payout ratio of 56%. Strict capital management ensures
sufficient funds are retained as a priority to ensure the Group operations have sufficient resources available to
sustain the existing business and fund future growth. Excess funds may be allocated to growth initiatives or
returned to shareholders via dividend distributions.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
17
Remuneration Report (Audited)
The Remuneration Report details the nature and amount of remuneration for non-executive directors, the executive director and other
executive management personnel of Lindsay Australia Limited and its controlled entities. The information provided in this Remuneration
Report has been audited as required by section 308(3C) of the Corporations Act 2001.
The Remuneration Report contains the following sections:
Contents
A.
Principles used to determine the nature and amount of remuneration
18
B.
Service Agreements
23
C.
Details of Remuneration Paid to Executive Management Personnel
24
D.
Other Transactions with Executive Management Personnel
24
E.
Share-Based Compensation
25
F.
Equity Holdings of Executive Management Personnel
27
G.
Loans to Executive Management Personnel
27
H.
Additional Information
27
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
18
A.
Principles used to determine the nature and amount
of remuneration
Remuneration philosophy
It is the Group’s objective to provide maximum shareholder benefit by the attraction and retention of a high-quality board and executive
team (executive management personnel). This is in part achieved by remunerating directors and executives fairly and appropriately with
reference to relevant employment market conditions and results delivered.
Remuneration Committee
The board’s Remuneration Committee is responsible for determining and reviewing compensation arrangements for directors and
executives of the Group. To assist in achieving this objective, the Remuneration Committee takes into account the nature and amount
of executive directors’ and officers’ emoluments and the Group’s achieved financial and operational performance when determining and
reviewing compensation arrangements.
Engagement of remuneration consultants
In accordance with the Corporations Act 2001, an engagement of a remuneration consultant to provide recommendations in respect of
executive management personnel must be approved by the Remuneration Committee. During the 2024 financial year, remuneration
consultants were engaged to provide services to the Group, including executive leadership assessments, job evaluations and profiling,
benchmarking executive remuneration. The total fees paid for these services were $63,736.
Voting and comments made at the Group’s 2023 Annual General Meeting
Lindsay Australia received more than 98% of “yes” votes on eligible votes cast by shareholders present or by proxy on its
Remuneration Report for the 2023 financial year. The Company did not receive any specific feedback at the Annual General Meeting or
throughout the year on its remuneration practices.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
19
Remuneration structure
The structure of non-executive director and senior management remuneration is separate and distinct.
Non-executive director remuneration
Objective
The board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain suitably
qualified and experienced directors, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution of the Company and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be
determined from time to time by shareholders at a General Meeting. An amount not exceeding the amount determined is then divided
between the directors as agreed. The latest determination was at the Annual General Meeting held on 4th November 2022 where
shareholders approved an aggregate remuneration of $600,000 per year. The actual amount paid including statutory superannuation
during the financial year ended 30 June 2024 was $405,358 (FY2023: $404,956).
The amount of aggregate remuneration sought (subject to the approval of shareholders) and the manner in which it is apportioned
amongst directors is reviewed annually. The board considers the fees paid to non-executive directors of comparable companies when
undertaking the annual review process. There is no scheme to provide retirement benefits, other than statutory superannuation, to
non-executive directors. The directors receive a base fee per annum. In addition to the base fee, if a director holds a Committee Chair
role, they will also be entitled to an additional $10,000 fee per annum. Other than a Committee Chair role, no additional remuneration is
paid for board committee membership.
Non-executive director personnel
The table below lists the non-executive directors of Lindsay Australia Limited during the financial year:
Name
Position
Appointment Date
I M Williams
Director and Chair (Non-Executive)
3 September 2021
R L Green
Director (Non-Executive)
26 August 2019
M R Stubbs
Director (Non-Executive)
3 September 2021
S P Cantwell
Director (Non-Executive)
17 December 2021
The directors mentioned above held office for the entire financial year and since the end of the year except as otherwise noted.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
20
Non-Executive director remuneration
Details of the nature and amount of the emolument of each director of the Company for the years ended 30 June 2024 and
30 June 2023 are set out in the below table.
Short-term
benefits
Long-term
benefits
Post-employment
benefits
Share-based
payments
Total
Performance
related
Salary
and fees
$
Cash
Bonus
$
Non-monetary
benefits
$
Long service
leave
$
Superannuation
$
Options
$
$
%
Non-executive directors
I M Williams (Chair)
2024
110,010
-
-
-
12,282
-
122,292
NA
2023
110,406
-
-
-
11,490
-
121,896
NA
R L Green
2024
85,008
-
-
-
9,350
-
94,358
NA
2023
85,317
-
-
-
8,881
-
94,198
NA
M R Stubbs
2024
85,008
-
-
-
9,350
-
94,358
NA
2023
85,317
-
-
-
8,881
-
94,198
NA
S P Cantwell
2024
85,106
-
-
-
9,244
-
94,350
NA
2023
87,799
-
-
-
6,865
-
94,664
NA
Sub-Total
2024
365,132
-
-
-
40,226
-
405,358
NA
Sub-Total
2023
368,839
-
-
-
36,117
-
404,956
NA
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
21
Executive director and other executive management personnel remuneration
Objective
The Group aims to reward executive management personnel with a level and mix of remuneration commensurate with their position
and responsibilities within the Group to:
a)
Link rewards with the strategic goals and performance of the Group;
b)
Align the interests of executive management personnel with shareholders; and
c)
Ensure total remuneration is market competitive.
Executive management personnel
The following people employed by Lindsay Australia Limited also had authority and responsibility for planning, directing and controlling
the activities of the Group, directly or indirectly, during the 2024 and 2023 financial years:
Name
Position
Term as KMP
C J McDonald
Chief Executive Officer
Appointed 17 July 2023
M K Lindsay
Managing Director and Chief Executive Officer
Retired 23 June 2023
J T Green
Chief Financial Officer and Company Secretary
Full financial year
B T Jones
Group Legal Counsel and Company Secretary
Full financial year
C R Baker
Chief Operating Officer (i)
Full financial year
(i)
C R Baker was appointed Interim Chief Executive Officer from 23 June 2023 to 16 July 2023
Structure
The executive management personnel remuneration and reward framework has three components:
Component
Vehicle(s)
Rewarding
Fixed remuneration
Base salary, superannuation and salary
packaged benefits
Skills and experience relative to the market
Short-term incentives (STI)
Cash bonus payments
Performance relative to annual goals
Long-term incentives (LTI)
Grants of performance options
Long term performance of the Group
Fixed remuneration
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash, superannuation and other
benefits such as motor vehicles and expense payments. It is intended that the manner of payment chosen will be optimal for the
recipient without creating an undue cost for the Group. The fixed remuneration is not dependent upon the satisfaction of any
performance conditions.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
22
Short-term incentives (STI)
The payment of short-term incentives to executive management personnel is specified in employment agreements or at the discretion
of the Chief Executive Officer (CEO) and the Remuneration Committee, having regard to the overall performance of the Group and the
performance of the individual during the period. Key indicators include safety, employee engagement, employee retention and
sustainability. Other key financial indicators factored into short-term incentive remuneration include Group and divisional profitability,
revenue growth, revenue diversification and working capital improvements. The Board considers this as a balanced approach to align
executive management personnel rewards with overall shareholder value creation.
Short-term incentive
On 17th July 2023, C J McDonald commenced as Chief Executive Officer and entered a new employment agreement. The agreement
provides for STIs up to 100% of fixed remuneration based on achieving both financial and non-financial performance targets. The STIs
earned and paid to the CEO are measured against the delivery of strategic objectives of the Group.
During FY2024, C R Baker (Chief Operating Officer) and J T Green (Chief Financial Officer) entered into new employment agreements.
The agreements provide for STIs up to 100% of fixed remuneration based on achieving both financial and non-financial performance
targets. The STIs earned and paid to the COO and CFO are measured against the delivery of strategic objectives of the Group.
The short-term objectives were chosen for a balanced approach to align remuneration with the Group’s safety focus and shareholder
value creation.
The table below details the STI cash bonus that was awarded and how much was forfeited, based on the maximum STI payable in the
employment agreements.
Fixed Remuneration
$
Maximum STI
$
STI Awarded
$
STI Awarded
%
STI Forfeited
%
C J McDonald – Chief Executive Officer (appointed 17 July 2023)
2024
850,000
850,000
128,325
15%
85%
M K Lindsay – Managing Director & Chief Executive Officer (retired 23 June 2023)
2024
-
-
-
-
-
2023
878,275
526,965
510,000
97%
3%
C R Baker – Chief Operating Officer
2024
500,000
500,000
200,000
40%
60%
2023
476,719
150,000
150,000
100%
0%
J T Green – Chief Financial Officer
2024
394,500
394,500
150,000
38%
62%
2023
376,600
150,000
150,000
100%
0%
Long term incentives (LTI)
Executive management personnel are eligible to participate in the Long Term Incentive (Option) Plan (LTIP) that was approved by
shareholders at the 2022 Annual General Meeting. Refer to section (E) below and Note 29 for additional information on the LTIP.
Details of share options issued under the LTIP in the 2024 and 2023 financial years that have not been cancelled are detailed below.
2024 Financial Year
Share Options Granted To
C J McDonald
Share Options Granted
145,721
Valuation at grant date
$1.0950
Grant Date
October 2023
Vesting Period
October 2023
Length of service – remain employed at
October 2023
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
23
2024 Financial Year
Share Options Granted To
C J McDonald
Share Options Granted
248,850
Exercise price
$nil
Valuation at grant date
$1.0471
Grant Date
October 2023
Vesting Period
October 2024
Length of service – employed at
14 October 2024
2024 Financial Year
Share Options Granted To
C J McDonald
C R Baker
J T Green
B T Jones
Share Options Granted
1,476,603
500,000
395,648
128,261
Applicable to all share options granted
Exercise price
$nil
Valuation of shares with EPS target at grant date
$0.7207
Valuation of shares with TSR target at grant date
$0.4300
Grant Date
June 2024
Vesting Period
June 2026
3 Year Total Shareholder Return Target
Small cap industrial index movement +5%
3 Year Aggregate EPS Target
7% compound annual growth rate (CAGR)
2023 Financial Year
Share Options Granted To
C R Baker
J T Green
Share Options Granted
200,000
200,000
Applicable to all share options granted
Exercise price
$nil
$nil
Valuation of shares with EPS target at grant date
$0.6054
$0.6054
Valuation of shares with TSR target at grant date
$0.3600
$0.3600
Grant Date
December 2022
December 2022
Vesting Period
30 June 2025
30 June 2025
3 Year Aggregate EPS Target
$0.213 per share
$0.213 per share
3 Year Total Shareholder Return Target
30%
30%
B.
Service Agreements
The Group’s policy in operation during FY2024 is that service contracts for the Chief Executive Officer (CEO) and other executive
management personnel are unlimited in term but capable of termination, either by employer or employee, on giving between one and
six months’ notice. The notice period varies depending on the position held.
Notice period contained in employment agreements for executive management positions:
Position
Employee
Notice Period
Chief Executive Officer
C J McDonald
6 months
Chief Financial Officer
J T Green
6 months
Group Legal Counsel
B T Jones
1 month
Chief Operating Officer
C R Baker
6 months
Executive management personnel are entitled to receive on termination of employment their statutory entitlements of accrued annual
and long service leave, together with any superannuation benefits. Short-term incentives (STI) are based on performance against a key
set of performance measures which are aligned to shareholder outcomes. Long term incentives (LTI) include a combination of
performance measures and tenure.
Compensation levels are reviewed each year to meet the principles of the remuneration policy.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
24
C.
Details of Remuneration Paid to Executive Management
Personnel
The persons listed below are the only persons to have authority and responsibility for planning, directing and controlling the activities of
Lindsay Australia Limited and the Group. There are no other executives who are executive management personnel. Amounts disclosed
for cash salary, fees and superannuation include amounts paid or payable at the end of the year. Total remuneration expense may
vary, as compared to base salary, with the movements in annual and long service leave accruals.
Short-term
benefits
Long-term
benefits
Post-employment
benefits
Share-based
payments (a)
Termination
payment on
Commencement
payments (c)
Total
Performance
related
Salary and
fees
$
Cash
Bonus
$
Non-
monetary
benefits
$
Long service
leave
$
Superannuation
$
Options
$
Retirement
$
$
%
Executive director and other executive management personnel
M K Lindsay – Managing Director & Chief Executive Officer (b) – Retired 23 June 2023
2024
-
-
-
-
-
-
-
-
-
-
2023
880,074
510,000
27,749
22,406
27,500
-
894,400
-
2,362,129
22
C J McDonald – Chief Executive Officer – Appointed 17 July 2023
2024
826,447
128,325
2,431
-
25,914
355,522
-
434,000
1,772,639
27
2023
-
-
-
-
-
-
-
-
-
-
J T Green – Chief Financial Officer & Company Secretary
2024
383,215
150,000
4,739
15,464
27,500
62,533
-
-
643,451
33
2023
358,316
150,000
5,435
8,872
27,500
42,121
-
-
592,244
32
B T Jones – Group Legal Counsel & Company Secretary
2024
301,556
42,200
-
9,091
27,500
10,495
-
-
390,842
13
2023
306,887
20,000
-
7,483
27,500
5,164
-
-
367,034
7
C R Baker – Chief Operating Officer
2024
508,675
200,000
4,308
11,590
27,500
63,345
-
-
815,418
32
2023
452,350
150,000
6,616
9,744
27,500
42,121
-
-
688,331
28
Sub-total
2024
2,019,893
520,525
11,478
36,145
108,414
491,895
-
434,000
3,622,350
28
Sub-total
2023
1,997,627
830,000
39,800
48,505
110,000
89,406
894,400
-
4,009,738
23
(a)
Share-based payments is the expense related to the probable number of options that will vest at the grant date value.
(b)
In lieu of share options being issued in the 2021, 2022 and 2023 financial years and in lieu of notice on termination, M K Lindsay received a
retirement cash settlement of $894,400. The settlement is paid in two tranches. The first tranche of $531k was paid on the 28 June 2023. The
second tranche of $363k was paid on the 26 June 2024 subject to certain post-employment conditions being met.
(c)
C J McDonald commenced as Chief Executive Officer on 17 July 2023. The employment agreement contains cash and share option sign-on
incentives. The cash sign-on incentive was to be paid in two equal instalments on 17 January 2024 and 17 July 2024 on the basis of continuing
employment. The $217,000 cash payment was made on 17 January 2024. The $217,000 cash payment was accrued for the 2024 financial
year and has subsequently been paid on 17 July 2024. The share option sign-on incentives were issued in three tranches. Tranche 1 was for
145,721 share options which were issued, vested and exercised at $nil exercise price in the 2024 financial year. Tranche 2 was for the issue of
248,850 share options which are not due to vest until October 2024. If the share options vest they will have a $nil exercise price. Trance 3 was
for the issue of 630,411 share options which are not due to vest until June 2026. If the share options vest they will have a $nil exercise price.
D.
Other Transactions with Executive Management Personnel
There were no other related party transactions with Executive Management Personnel in the 2024 or 2023 financial years.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
25
E.
Share-Based Compensation
Options
Options over shares in Lindsay Australia Limited may be granted under the LTIP. The LTIP is structured as a reward for length of
service and is variable depending upon cumulative annual performance.
Total share-based payment expense of $531,826 (2023: $99,735) is included in the Consolidated Statement of Comprehensive Income
as at 30 June 2024.
A Summary of the status of the Groups equity settled share option plans for executive management personnel plans as at 30 June
2024 is presented below. When vested and exercisable, each option is convertible into one ordinary share of Lindsay Australia Limited
at a zero exercise price.
Tranche
Fair Value Per
Option (cents)
Grant
Date
Expiry Date
Exercise
Price
Balance
30 Jun 2023
Number
Issued
Number
Exercised
Balance
30 June 2024 (i)
LTIP – FY20
30.7
October 2019
October 2026
$nil
400,000
-
(400,000)
-
LTIP – FY22
32.2
October 2021
October 2025
$nil
400,000
-
-
400,000
LTIP – FY23
36.0
December 2022
December 2026
$nil
225,000
-
-
225,000
LTIP – FY23
60.5
December 2022
December 2026
$nil
225,000
-
-
225,000
LTIP – FY24
109.5
October 2023
October 2028
$nil
-
145,721 (145,721)
-
LTIP – FY24
104.7
October 2023
October 2029
$nil
-
248,850
-
248,850
LTIP – FY24
72.07
June 2024
June 2028
$nil
-
1,250,256
-
1,250,256
LTIP – FY24
43.00
June 2024
June 2028
$nil
-
1,250,256
-
1,250,256
1,250,000
2,895,083 (545,721)
3,599,362
(i)
All outstanding options unvested at 30 June 2024
Performance hurdles for new options issued
Details of performance hurdles for new options in the 2024 financial year are detailed below.
Tranche
Grant Date
Options Granted
Performance Hurdle
LTIP – FY24
October 2023
145,721
Length of service – remain employed at 17 October 2023
LTIP – FY24
October 2023
248,850
Length of service – remain employed at 17 October 2024
LTIP – FY24
June 2024
1,250,256
3 year earnings per share performance hurdle. At Target, 7%
CAGR growth based on FY23 earnings per share $0.1140
LTIP – FY24
June 2024
1,250,256
3 year total shareholder return performance hurdle. At target,
outperform small cap industrial index (AS40) by 5%.
Share options granted under the Lindsay Australia Limited Long Term Incentive (Option) Plan are designed to link remuneration to the
Group’s long term performance by linking the strategic goals and operating performance of the Group and aligning those to business,
shareholder and stakeholder interests.
The share options issued in the FY2024 included up to three key performance hurdles.
All participants must remain employed at the determination date for the share options to vest unless the board at it’s absolute discretion
determines otherwise.
The Total Shareholder Return (TSR) performance hurdle was selected as it aligns individual rewards with the long term growth goals of
shareholders. The TSR is linked to Lindsay Australia’s individual performance and benchmarked against small cap industrial
performance (AS40).
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
26
The Earnings Per Share (EPS) performance hurdle was selected as it aligns individual rewards with the performance and strategic
goals and demonstrates individual business performance.
Option details
Detail of options over ordinary shares in the company provided as remuneration to each director and executive management personnel
of Lindsay Australia Limited and related entities as at 30 June 2024 are set out below. When exercisable, each option is convertible into
one ordinary share of Lindsay Australia Limited. Further information on the options is set out in Note 29 of the financial report.
Name
Number of
options
granted
Value of options
at grant date (a)
Number of
options
vested during
the year
Number of
options
exercised
during the
year
C J McDonald (October 2023) (b)
145,721
159,563
145,721
145,721
C J McDonald (October 2023)
248,850
260,565
-
-
C J McDonald (June 2024)
1,476,603
849,570
-
-
C R Baker (October 2021)
200,000
64,389
-
-
C R Baker (December 2022)
200,000
96,541
-
-
C R Baker (June 2024)
500,000
287,677
-
-
J T Green (October 2021)
200,000
64,389
-
-
J T Green (December 2022)
200,000
96,541
-
-
J T Green (June 2024)
395,648
227,638
-
-
B T Jones (December 2022)
50,000
24,135
-
-
B T Jones (June 2024)
128,261
73,795
-
-
(a)
The value at the grant date is calculated in accordance with AASB2 Share-based Payments of options granted during the year
as part of remuneration. The assessed fair value at grant date of options granted to the individuals is allocated equally over the
period from the grant date to vesting date, and the amount is included in the remuneration tables above.
(b)
C J McDonald was appointed Chief Executive Officer on 17 July 2023.
Options granted have an exercise price of zero and no market conditions. The number of options vested ultimately depends on the
performance of the individual and the overall Company. Fair values at grant date are determined using the share price at the grant date
less the dividend discounted where the vesting date is greater than one year.
The number and movement for all options issued to executive management personnel during the 2024 financial year are as follows.
Name
Balance
30 June 2023
Granted
during year
Vested and
exercisable
during year
Exercised
Balance
30 June 2024
Unvested
Vested
Unvested
Vested
C J McDonald
-
-
1,871,174
145,721
(145,721)
1,725,453
-
C R Baker
400,000
-
500,000
-
-
900,000
-
J T Green
400,000
-
395,648
-
-
795,648
-
B T Jones
50,000
-
128,261
-
-
178,261
-
(a)
C J McDonald was appointed Chief Executive Officer on 17 July 2023.
In the 2024 financial year, 545,721 shares were issued in Lindsay Australia Limited pursuant to the exercise of share options. The fair
value at exercise date for the shares was $634,464.
Refer Note 29 for additional information on share options.
Lindsay Australia Limited | Annual Report 2024 | Remuneration Report (Audited)
27
F.
Equity Holdings of Executive Management Personnel
Share holdings
The number of ordinary shares in the Company held during the financial year and prior year by each director of Lindsay Australia
Limited and Executive Management Personnel of the Group, including their personally related parties, are set out below.
Balance at
30 June 2023
On Market
purchase
Shares issued
on exercise of
share options
Issued from
DRP (a)
Balance at
30 June 2024
Directors of Lindsay Australia Limited
I M Williams
-
86,860
-
-
86,860
M R Stubbs
280,000
-
-
-
280,000
R L Green
-
10,498
-
-
10,498
S P Cantwell
-
55,147
-
-
55,147
Executive management personnel of the Group
C J McDonald
-
85,000
145,721
-
230,721
B T Jones
-
-
-
-
-
J T Green
31,632
-
-
-
31,632
C R Baker
76,384
8,973
-
3,796
89,153
(a)
Shares issued pursuant to dividend reinvestment plan.
All equity transactions with directors and executive management personnel have been entered into under terms and conditions no more
favourable than those the entity would have adopted if dealing at arm’s length.
G.
Loans to Executive Management Personnel
There were no loans to Executive Management Personnel during the current or prior financial year.
H.
Additional Information
The table below shows for the current financial year and previous four financial years the total remuneration cost of the Executive
Management Personnel, earnings per ordinary share (EPS), dividends paid or declared, and the closing price of ordinary shares on
ASX at year end.
Financial Year
Total Remuneration
$
EPS
¢
Dividends
¢
Share Price
¢
2020
2,681,842
1.8
1.5
35.0
2021
2,453,607
0.4
1.7
37.5
2022
3,185,866
6.4
3.2
41.0
2023
4,414,694
11.4
4.9
114.0
2024
4,027,708
8.8
4.9
88.0
This report is made in accordance with a resolution of the directors.
Ian M Williams
Chair of Directors
Brisbane, Queensland
22 August 2024
Level 38, 345 Queen Street
Brisbane, QLD 4000
Postal address
GPO Box 1144
Brisbane, QLD 4001
+61 7 3222 8444
pitcher.com.au
Nigel Fischer
Mark Nicholson
Peter Camenzuli
Jason Evans
Kylie Lamprecht
Norman Thurecht
Brett Headrick
Warwick Face
Cole Wilkinson
Simon Chun
Jeremy Jones
Tom Splatt
James Field
Daniel Colwell
Robyn Cooper
Felicity Crimston
Cheryl Mason
Kieran Wallis
Murray Graham
Andrew Robin
Karen Levine
Edward Fletcher
Robert Hughes
Ventura Caso
Tracey Norris
Pitcher Partners is an association of independent firms. An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme approved under Professional
Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney
The Directors
Lindsay Australia Limited
152 Postle Street
Acacia Ridge QLD 4110
Auditor’s Independence Declaration
In relation to the independent audit for the year ended 30 June 2024, to the best of my knowledge and belief
there have been:
(i)
No contraventions of the auditor independence requirements of the Corporations Act 2001; and
(ii)
No contraventions of APES 110 Code of Ethics for Professional Accountants (including
Independence Standards).
This declaration is in respect of Lindsay Australia Limited and the entities it controlled during the year.
PITCHER PARTNERS
JASON EVANS
Partner
Brisbane, Queensland
21 August 2024
Lindsay Australia Limited | Annual Report 2024 | Auditor’s Independence Declaration
28
Financial
Report
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
30
Contents
Consolidated Statement of Profit and Loss and Other Comprehensive Income
32
Consolidated Statement of Financial Position
33
Consolidated Statement of Changes in Equity
34
Consolidated Statement of Cash Flows
35
Notes to the Consolidated Financial Statements
36
1.
Corporate Information
36
2.
Basis of Preparation of the Financial Statements
36
3.
Financial Risk Management
37
4.
Critical Accounting Estimates & Judgements
40
5.
Revenues
42
6.
Other Income
43
7.
Expenses
44
8.
Income Tax
45
9.
Franking Credits / Dividends
46
10.
Cash and Cash Equivalents
47
11.
Trade and Other Receivables
47
12.
Inventories
48
13.
Property, Plant and Equipment
49
14.
Right-of-use Assets
50
15.
Lease Liabilities
51
16.
Deferred Tax Assets
52
17.
Intangible Assets
53
18.
Trade and Other Payables
55
19.
Borrowings
55
20.
Deferred Tax Liabilities
56
21.
Provisions
57
22.
Other Liabilities
57
23.
Contributed Equity
58
24.
Reserves
59
25.
Cash Flow Information
59
26.
Earnings per Share
61
27.
Auditor’s Remuneration
61
28.
Related Party Disclosures
61
29.
Share-based Payments
62
30.
Subsidiaries
66
31.
Segment Information
67
32.
Deed of Cross Guarantee
69
33.
Capital Commitments
69
34.
Contingent Liabilities
69
35.
Parent Company Information
70
36.
Business Combination
71
37.
Events after the reporting period
72
Consolidated Entity Disclosure Statement
73
Directors’ Declaration
74
Independent Auditor’s Report To the Members of Lindsay Australia Limited
75
Corporate Governance Statement
79
Shareholder Information
90
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
31
These financial statements cover the consolidated financial statements for the consolidated entity consisting of Lindsay Australia
Limited and its subsidiaries. The financial statements are presented in Australian currency.
Lindsay Australia Limited is a company limited by shares, incorporated and domiciled in Australia. It’s Registered Office and Principal
Place of Business is:
Lindsay Australia Limited
152 Postle Street
ACACIA RIDGE QLD 4110
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations in the
Directors’ Report which is not part of this financial report.
The financial statements were authorised for issue by the directors on 22 August 2024. The directors have the power to amend and
reissue the financial statements.
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
32
Consolidated Statement of Profit and Loss and
Other Comprehensive Income
for the year ended 30 June 2024
Note
2024
$’000
2023
$’000
Revenue
5
804,367
676,245
Other income
6
11,635
6,495
Expenses
Changes in inventories
(3,036)
(3,890)
Purchase of inventories
(197,244)
(130,072)
Employee benefits expense
7
(177,840)
(144,934)
Subcontractors
(172,119)
(160,885)
Depreciation and amortisation
7
(55,443)
(42,833)
Vehicle operating charges
7
(94,390)
(91,799)
Finance costs
7
(13,792)
(9,837)
Rental and equipment hire costs
(2,549)
(2,247)
Professional fees
7
(3,558)
(2,023)
Impairment loss on trade receivables
7
(792)
(265)
Merger and acquisition costs
(1,045)
(633)
Other expenses
(54,436)
(43,925)
Profit before income tax
39,758
49,397
Income tax expense
8
(12,489)
(14,880)
Profit for the year
27,269
34,517
Other comprehensive income
-
-
Total comprehensive income for the year
27,269
34,517
Note
Cents
Cents
Basic earnings per share
26
8.8
11.4
Diluted earnings per share
26
8.8
11.4
The above Consolidated Statement of Profit and Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Lindsay Australia Limited
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
33
Consolidated Statement of Financial Position
for the year ended 30 June 2024
Note
2024
$’000
2023
$’000
Current assets
Cash and cash equivalents
10
45,565
51,973
Trade and other receivables
11
117,012
107,591
Inventories
12
32,950
18,064
Prepayments
9,044
7,802
Total current assets
204,571
185,430
Non-current assets
Financial assets at fair value through other comprehensive income
148
25
Property, plant and equipment
13
99,715
91,443
Right-of-use assets
14
222,847
202,192
Intangible assets
17
22,770
8,708
Total non-current assets
345,480
302,368
Total assets
550,051
487,798
Current liabilities
Trade and other payables
18
76,854
68,811
Borrowings
19
29,804
3,696
Lease liabilities
15
55,466
42,100
Provisions
21
15,849
12,881
Provision for income tax
13,991
-
Other
22
8,877
6,591
Total current liabilities
200,841
134,079
Non-current liabilities
Borrowings
19
8,832
42,220
Lease liabilities
15
152,947
146,020
Deferred tax liabilities
20
26,499
28,299
Provisions
21
11,165
8,762
Other
22
401
1,046
Total non-current liabilities
199,844
226,347
Total liabilities
400,685
360,426
Net assets
149,366
127,372
Equity
Contributed equity
23
85,754
75,427
Reserves
24
1,038
788
Retained earnings
62,574
51,157
Total equity
149,366
127,372
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Lindsay Australia Limited
Lindsay Australia Limited
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
34
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
Note Contributed
equity
$’000
Share-based
payments
reserve
$’000
Retained
earnings
$’000
Total
equity
$’000
At 30 June 2022
74,397
689
27,829
102,915
Profit for the year
-
-
34,517
34,517
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
34,517
34,517
Dividends reinvested /(paid) during year
9
1,030
-
(11,189)
(10,159)
Share-based payment expense
24
-
99
-
99
At 30 June 2023
75,427
788
51,157
127,372
Profit for the year
-
-
27,269
27,269
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
27,269
27,269
Dividends reinvested /(paid) during year
9
2,058
-
(15,852)
(13,794)
Allocation of shares under share option plan
282
(282)
-
-
Allocation of shares on acquisition of WB Hunter
36
7,987
-
-
7,987
Share-based payment expense
24
-
532
-
532
At 30 June 2024
85,754
1,038
62,574
149,366
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2024 | Consolidated Financial Statements
35
Consolidated Statement of Cash Flows
for the year ended 30 June 2024
Note
2024
$’000
2023
$’000
Cash flows from operating activities
Receipts in the course of operations
905,637
734,116
Payments in the course of operations
(790,183)
(639,682)
Interest received
2,499
1,141
Income taxes paid
(1,421)
(100)
Finance costs paid
(13,823)
(9,472)
Net cash from operating activities
25
102,708
86,003
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
3,217
2,418
Payments for property, plant and equipment
13
(20,571)
(35,732)
Payment for acquisition of WB Hunter – net of cash acquired
36
(13,085)
-
Payment for acquisition of WB Hunter – deferred consideration
36
(10,077)
-
Payments for intangibles
-
(793)
Net cash (used in) investing activities
(40,516)
(34,107)
Cash flows from financing activities
Proceeds from borrowings
25
-
28,744
Repayment of borrowings
25
(10,826)
(9,703)
Repayment of lease liabilities – property
25
(13,122)
(9,103)
Repayment of lease liabilities – other
25
(504)
(288)
Repayment of lease liabilities – equipment
25
(30,353)
(28,253)
Dividends paid
23
(13,795)
(10,159)
Net cash (used in) financing activities
(68,600)
(28,964)
(Decrease)/Increase in cash and cash equivalents
(6,408)
22,932
Cash and cash equivalents at beginning of financial year
51,973
29,041
Cash and cash equivalents at end of financial year
10
45,565
51,973
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Lindsay Australia Limited
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
36
Notes to the Consolidated Financial Statements
1.
Corporate Information
Lindsay Australia Limited and its controlled entities (the Group), is an integrated transport, logistics and rural supply company that has a
specific focus on servicing customers in the food processing, food services, fresh produce and horticulture sectors.
Lindsay Australia Limited is a for-profit public company limited by shares, incorporated and domiciled in Australia. The Registered
Office and Principal Place of Business is:
Lindsay Australia Limited
152 Postle Street
ACACIA RIDGE QLD 4110
Shares in Lindsay Australia Limited are publicly traded on the Australian Securities Exchange (Code: LAU). The financial statements
relate to the consolidated entity consisting of Lindsay Australia Limited and its subsidiaries.
The full board of Lindsay Australia Limited authorised the issuance of the consolidated financial statements for the year ended
30 June 2024 on 22 August 2024.
2.
Basis of Preparation of the Financial Statements
These general purpose consolidated financial statements have been prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards and other authorised pronouncements of the Australian Accounting Standards
Board.
The consolidated financial statements contain the financial statements of Lindsay Australia Limited (the Company) and its controlled
subsidiaries (the ‘Group’) as at 30 June 2024.
The material accounting policies adopted in the preparation of the financial report are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
These financial statements have been prepared under the historical cost basis, except for investments in equity instruments which have
been measured at fair value through other comprehensive income.
The financial report is presented in Australian dollars and unless otherwise stated all values are rounded to the nearest thousand
($000), except where whole dollars are used, relying on rounding relief under ASIC Corporations (Rounding in Financial/Directors’
Reports) Instrument (2016/191).
New accounting standards and interpretations
The Group has applied all new accounting standards with effect from 1 July 2023, however none of the new standards had a material
impact on the financial statements of the Group.
The Group has applied the following amendments for the first time for the reporting period commencing 01 July 2023:
•
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates; and
•
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a
Single Transaction.
There are a number of new accounting standards, amendment to standards and interpretations that have been published but not
mandatory to adopting for reporting periods commencing 01 July 2023 and have not been early adopted by the Group. These new
standards, amendment to standards and interpretations are not expected to have a material impact on the financial statements of the
Group.
The accounting policies applied in the consolidated financial statements are the same as those adopted in the Group’s consolidated
financial statements for the year ended 30 June 2023.
Compliance with international financial reporting standards
The consolidated financial statements of Lindsay Australia Limited also comply with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
37
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards and Interpretations 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. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4.
3.
Financial Risk Management
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit
risk and liquidity 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. The Group uses different methods to measure different
types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other
price risks, and aging analysis for credit risk. Risk management is undertaken by senior management and the Board of Directors.
The Group holds the following financial instruments:
Note
2024
$’000
2023
$’000
Financial assets
Cash and cash equivalents (a)
10
45,565
51,973
Trade and other receivables (a)
11
117,012
107,591
Equity securities (b)
148
25
162,725
159,589
Financial liabilities
Trade and other payables (c)
18
76,854
68,811
Borrowings (c) (d)
19
38,636
46,060
Lease liabilities (e)
15
208,413
188,158
323,903
303,029
(a) Financial assets at amortised cost.
(b) Fair value through other comprehensive income.
(c) Other financial liabilities at amortised cost.
(d) The carrying amount of borrowings disclosed excludes offsetting borrowing costs of $62,000 (2023: $144,000) and at amortised cost.
(e) In 2023, the carrying amount of lease liabilities excludes offsetting of fair value gain of $38,000 (2024: $nil) and at amortised cost.
a.
Assets pledged as security
Refer to Note 19 for information on assets pledged as security.
b.
Currency risk
The Group does not operate internationally; however, does have some revenue generated from internationally based customers
denominated in Australian Dollars. Revenue from international customers in FY2024 accounted for 0.01% (2023: 0.1%) of Group
revenue.
In FY2024 the Group purchased approximately $6.5 million (3.0%) (2023: $6.8 million (5.2%)) of its inventory from overseas sources in
foreign currency. The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the
US dollar, during the interval, usually not greater than 90 days between purchase and settlement. Selling prices can also be adjusted to
cover price movements. The Group’s exposure to foreign exchange movements at 30 June 2024 is not significant.
c.
Price risk
The Group is exposed to equity security price risk on unlisted equity securities financial assets. The price risk for the unlisted securities
at 30 June 2024 and 30 June 2023 is not significant.
d.
Interest rate risk
The Group’s main interest rate risk arises from borrowings, cash and debtors. 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. During the 2024 and 2023
financial years, the Group’s borrowings at variable rate were denominated in Australian Dollars. The Group has no significant
interest-bearing assets other than cash and debtors. The Group charges interest on a small number of debtor balances for seasonal
extended payment terms or for debtors that extend beyond agreed payment terms.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
38
The Group’s cash flow interest rate risk primarily relates to variable rate financial instruments such as short term and long term variable
rate bank loan borrowings. The proportion of variable rate borrowings to total borrowings of the Group at 30 June 2024 is 23.1%
(2023: 28.9%). The Group monitors its interest rate exposure against movements in market interest rates and future interest rate
expectations.
No hedging instruments are used.
As at the reporting date, the Group had the following financial instruments subject to variable interest rates outstanding:
Weighted Average Interest Rate
2024
%
2023
%
2024
$’000
2023
$’000
Cash and cash equivalents
3.25%
3.02%
45,565
51,973
Borrowings: Bank and other loans (i)
7.37%
7.02%
35,172
46,060
(i)
The carrying amount of borrowings disclosed excludes offsetting borrowing costs of $62,000 (2023: $144,000).
At 30 June 2024, if interest rates had changed by +/-1% from the year-end rates, with all other variables held constant, after-tax profit
for the year would have been $72,000 lower/higher (2023 – change of 1%: $41,000 lower/higher), mainly as a result of higher/lower
interest expense from borrowings and higher/lower interest income from cash and cash equivalents.
e.
Credit risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, and deposits with trading banks, as well as
credit exposures to customers, including outstanding receivables and committed transactions. For customers, risk control assesses the
credit quality of the customer, taking into account its financial position, past experience and other factors such as credit reports.
Individual risk limits are set based on credit worthiness and sales expectations. Management regularly monitors the compliance of
credit limits by customers. The Group has significant concentrations of credit risk as detailed below. The Group has policies in place to
ensure that sales of products and services are made to customers with an appropriate credit history.
The maximum exposure to credit risk, excluding the value of any security the Group may hold, at balance for recognised financial
assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position
and notes to the financial statements.
The Group has adopted the simplified approach to measuring expected credit losses for trade receivables. In measuring the expected
credit loss, a provision matrix is used. The provision matrix is based on historical credit losses, adjusted for any material changes to
future credit risk.
At 30 June 2024 the largest ten debtors comprised approximately 28% (2023: 35%) of total trade debtors (the largest individual debtor
comprised 10.6% (2023: 8.3%) of trade debtors). Around a half of the trade debtors are involved in the rural industry in Queensland,
New South Wales, Victoria, Western Australia and South Australia - approximately 50% (2023: 59%).
At the reporting date cash was held with the Group’s principal financiers, including Commonwealth Bank of Australia,
Westpac Banking Corporation and the National Australia Bank.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
39
f.
Liquidity risk
Liquidity risk is managed by maintaining sufficient cash and the availability of funding, through an adequate amount of credit facilities, to
meet obligations when due. The Group manages liquidity risk by continuously monitoring cash flows and the maturity profiles of
financial assets and liabilities. Surplus funds are only invested in deposits with trading banks. The Group maintains un-drawn limits on
equipment finance facilities.
Financing arrangements
The Group had access to the following undrawn borrowing facilities at the reporting date:
2024
$’000
2023
$’000
Available facilities
Bank loan – variable finance facility
30,000
30,000
Bank loan – corporate finance facility
11,500
13,500
Other loans
80
80
Loan – Deferred consideration WB Hunter acquisition (note 36)
3,464
-
Equipment loans – variable
10,733
12,561
Equipment finance leases
164,267
162,439
Amounts utilised
Bank loan – variable finance facility
(13,000)
(20,000)
Bank loan – corporate finance facility
(11,500)
(13,500)
Loan – Deferred consideration WB Hunter acquisition (note 36)
(3,464)
-
Equipment loans - variable
(10,733)
(12,561)
Equipment finance leases – net of fair value gain offset $0 (2023: $38,000)
(117,275)
(113,146)
Unused facilities
64,072
59,373
Bank loan - variable finance facility
The variable finance facility was renegotiated in March 2023 and extended to March 2025 unless the lender demands repayment in
accordance with the facility agreement. The available facility limit was also increased from $10 million to $30 million. The interest rate is
variable and is based on prevailing market rates. The facility is utilised to fund annual premiums such as registrations and insurances
and for other requirements of the Group. The facility is drawn upon and repaid as per the Groups funding requirements. The facility is
subject to annual review.
Bank loans - corporate finance facility
The corporate finance facility is 5 years in tenure and due in March 2025. The facility is repayable by $500,000 quarterly instalments of
principal and interest with a $10,000,000 balloon payment at maturity. The interest rate is variable and is based on prevailing market
rates. The facility is subject to annual review.
Other loans
Other loans relate to a corporate card facility held with a financial institution. The amounts are payable at the end of each month. The
facility is subject to annual review.
Equipment loans - variable
The consolidated entity can draw on equipment loans for the acquisition of plant and equipment. Generally:
•
The facilities are subject to periodic review;
•
Individual equipment loan agreements generally range in tenure of between 1 and 5 years depending on the equipment type;
•
Fixed monthly repayments of principal and interest are arranged over the term of each agreement at the date of each draw;
•
Depending on the equipment, residuals are generally refinanced for a further term of between 1 and 3 years; and
•
The liabilities are effectively secured as the rights to the assets revert to the financier in the event of default.
Equipment finance leases
The consolidated entity can draw on these lease facilities for the acquisition of plant and equipment (by way of equipment finance
lease). Generally:
•
The facilities are subject to periodic review;
•
Individual equipment finance agreements generally range in tenure of between 1 and 5 years depending on the equipment type;
•
Fixed monthly repayments of principal and interest are arranged over the term of each agreement at the date of each draw;
•
Depending on the equipment financed by the agreement, balloon residuals are generally refinanced for a further term of between
1 and 3 years; and
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
40
•
The liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.
Maturities of financial liabilities
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting
date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Within
1 year
$’000
Between
1 and 2
years
$’000
Between
2 and 5
years
$’000
Greater
than 5
years
$’000
Total
contractual
cash flows
$’000
Carrying
Amount
liabilities
$’000
At 30 June 2023
Trade payables
68,811
-
-
-
68,811
68,811
Bank Loans – variable and corporate (a)
4,390
4,250
31,076
-
39,716
33,500
Equipment finance leases (b)
36,950
37,189
50,160
-
124,299
113,146
Equipment loans – variable
2,613
2,609
9,500
-
14,722
12,560
Lease liabilities – properties/other
12,623
11,494
29,651
36,574
90,342
75,012
Total
125,387
55,542
120,387
36,574
337,890
303,029
At 30 June 2024
Trade payables
76,854
-
-
-
76,854
76,854
Bank Loans – variable and corporate (a)
25,833
-
-
-
25,833
24,500
Equipment finance leases (b)
46,286
31,391
52,231
-
129,908
117,275
Equipment loans – variable
2,635
4,533
5,001
-
12,169
10,733
Loan – WB Hunter deferred consideration
3,519
-
-
-
3,519
3,464
Lease liabilities – properties/other
18,459
15,161
35,679
39,841
109,140
91,138
Total
173,586
51,085
92,911
39,841
357,423
323,964
(a)
The carrying amount of borrowings disclosed excludes offsetting of borrowing costs of $62,000 (2023: $144,000).
(b)
In 2023, the carrying amount of equipment finance lease liabilities excludes offsetting of a fair value gain of $38,000 (2024: $nil).
g.
Fair value estimation
The Group has no significant financial assets measured and recognised at fair value in the financial statements at year end.
The carrying amounts of financial instruments represent reasonable approximations of their fair values, given their short-term nature.
4.
Critical Accounting Estimates & Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of
future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
Goodwill
The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash generating units have been
determined based on value-in-use calculations. These calculations require the use of assumptions. Refer to Note 17 for details of these
assumptions.
Net assets acquired in business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or
other assets are acquired.
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.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date. Items for which significant fair value estimates were required include the
brand name intangible, inventories, and plant and equipment. The following valuation techniques were applied in deriving fair value for
these items at acquisition.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
41
Brand names were valued using the relief from royalty method, which derives a value for the asset based on the net present value of
assessed royalties a market participant would otherwise need to incur to obtain the benefit from the brand. Key assumptions applied in
this valuation include forecast revenues, market royalty rate (expressed as a percentage of revenue), and discount rate.
Acquired inventories were valued using the comparative sales method. Under this method, value is determined by computing the
market selling price of acquired inventory, and subtracting expenses associated with the sale of inventory (i.e. disposal costs), the
required return for the use of other assets needed to realise the selling price of inventory, and inventory holding costs.
Acquired items of plant and equipment were valued using the market approach (value derived with reference to an active market), or
where an active market for the items of plant and equipment was not deemed to exist, using current replacement cost.
Contingent consideration is classified either as equity or a financial liability. Amounts as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or loss.
Allowance for expected losses
Refer note 11 for details of the allowance for expected credit losses.
Lease terms for right-of-use assets and liabilities
The Group uses critical judgements in determining the lease term for property leases with renewable extension options. The lease term
is determined to be the non-cancellable term of a lease and includes the periods covered by an option to extend the lease term where
management considers that it is reasonably certain that the lease extension option will be exercised. The Group recognises a right-of-
use asset at the commencement date which is initially measured on a present value basis. The associated lease liabilities have been
measured at the present value of future minimum lease payments, using the Group’s incremental borrowing rate.
Depreciation of property, plant and equipment
The Group makes judgements in determining depreciation rates for property, plant and equipment. Depreciation of assets is calculated
on a diminishing value (DV) or straight line (SL) method to allocate their cost, net of their residual values, over their estimated useful
lives. Assets are classified into asset groups and depreciated per their category. Asset residual values and useful lives are reviewed
and adjusted if appropriate at the end of each reporting period.
Fuel tax credits
The Group uses critical input judgements when determining the Group’s entitlements to fuel tax credits. These judgements are based
on continual technology improvements which assist the fuel tax credit input data capture process, which includes key inputs such
kilometres travelled, fuel burn rates, idle rates and off-road kilometres and other key inputs which are continually reviewed.
Refer note 7 for further details of fuel tax credits.
Share-based payments
The Group provides benefits to employees (including executive management personnel) in the form of share-based payment
incentives. Options over shares in Lindsay Australia Limited (ASX: LAU) may be granted under the Long Term Incentive (Option) Plan
(LTIP). The LTIP is structured for reward for length of service and is variable depending upon cumulative annual performance targets.
The Group makes estimates and assumptions in determining the fair value of the share options granted. Refer to Note 29 for details of
share options issued under the LTIP during the current and prior periods and the methods and assumptions applied in estimating the
grant date fair value of these options.
Make-good provision
The Group is required to restore certain leased properties to their original condition at the end of the lease term. The Group uses
judgements determining the appropriate amount of the make-good provision, including estimating the timing and amount of the future
cash outflows required to settle these obligations and engage independent valuers.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
42
5.
Revenues
The Group earns revenue from providing goods and services to customers. Consistent with the requirements of AASB 15 Revenue
from Contracts with Customers and the Group’s performance obligations, the Group recognises revenue with respect to the provision of
goods at specific points in time (typically when goods are physically transferred to the customer) and recognises revenue with respect
to the provision of services over the period in which the services are provided to the customers.
Contract liabilities are recognised when advance consideration is received from customers or where revenue is otherwise deferred and
the related performance obligations have not yet been met.
The recognition of each of the Group’s major revenue sources is detailed below:
Sale of goods
Revenue is recognised from the sale of goods on a point in time basis, generally when the goods are delivered to the customers.
Transport/logistic services
Revenue is recognised from the provision of transport and logistics services generally over a period of time. The Group has adopted the
output method of measuring revenue as this approach best reflects the Group’s performance obligations over a period of time.
Other revenue
Revenue from the provision of short-term warehousing and storage services provided to customers is generally recognised over a
period of time as the services are provided.
In the following table, revenue from contracts with customers is disaggregated by customer type. The segment note provides detail of
revenues by major revenue sources.
Horticulture customers
Customers are classified as horticulture if they are predominately exposed to the primary production of fresh fruit and vegetables.
Horticulture customers include primary producers (growers), produce market agents and produce packing groups. Revenues from
horticulture customers can fluctuate depending on season and can be impacted by weather related events.
Commercial customers
All other customers are classified as commercial customers. These customers do not have any direct involvement in the production of
fresh fruit and vegetables. They are predominately manufacturers, food processors or distributors and third-party transport operators.
2024
Transport
$’000
Rural
$’000
Hunter
$’000
Corp
$’000
Group
$’000
Revenues
Horticulture
253,708
152,277
36,238
-
442,223
Commercial
310,985
-
51,159
-
362,144
Revenue from contracts with customers
564,693
152,277
87,397
-
804,367
Other revenue (refer note 6)
5,543
1,047
47
4,998
11,635
Total revenue
570,236
153,324
87,444
4,998
816,002
2023
Transport
$’000
Rural
$’000
Hunter
$’000
Corp
$’000
Group
$’000
Revenues
Horticulture
233,254
162,969
-
-
396,223
Commercial
280,022
-
-
-
280,022
Revenue from contracts with customers
513,276
162,969
-
-
676,245
Other revenue (refer note 6)
3,144
754
-
2,597
6,495
Total revenue
516,420
163,723
-
2,597
682,740
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
43
6.
Other Income
2024
Transport
$’000
Rural
$’000
Hunter
$’000
Corp
$’000
Group
$’000
Insurance & other recoveries
2,646
-
-
1,156
3,802
Rents and sub-lease rentals
551
11
22
9
593
Interest revenue – other
-
-
-
405
405
Interest revenue – bank
-
-
-
2,095
2,095
Storage income
1,340
-
-
-
1,340
Government wage subsidies
70
-
-
1,200
1,270
Sundry/other Income
936
1,036
25
133
2,130
Total other revenue/income
5,543
1,047
47
4,998
11,635
2023
Transport
$’000
Rural
$’000
Hunter
$’000
Corp
$’000
Group
$’000
Insurance & other recoveries
27
2
-
1,139
1,168
Rents and sub-lease rentals
201
11
-
9
221
Interest revenue – other
-
-
-
369
369
Interest revenue – bank
-
-
-
773
773
Storage income
1,300
-
-
-
1,300
Government wage subsidies
1,022
-
-
-
1,022
Sundry/other Income
594
741
-
307
1,642
Total other revenue/income
3,144
754
-
2,597
6,495
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
44
7.
Expenses
2024
$’000
2023
$’000
Profit before income tax includes the following specific expenses:
Cost of goods sold
200,280
133,962
Professional fees
Legal fees
263
204
Accounting firms
359
299
Consultancy fees
2,936
1,520
Total professional fees
3,558
2,023
Employee benefits expense
Salaries and wages
159,110
130,890
Defined contribution superannuation expense
12,812
9,864
Other wage expenses
5,918
4,180
Total employee benefits expense
177,840
144,934
Finance costs
Amortisation of fair value gain on recognition of lease liabilities
38
248
Finance costs on interest bearing liabilities
3,277
1,902
Finance costs on equipment loans
796
703
Finance costs on equipment lease liabilities
5,469
3,786
Finance costs on other lease liabilities
48
63
Finance costs on property lease liabilities
4,164
3,135
Total finance costs
13,792
9,837
Depreciation
Freehold buildings
456
250
Plant and equipment
14,624
9,342
Leasehold improvements
2,035
1,905
Right of use asset
37,460
30,814
Amortisation
Customer list
-
18
Computer software
868
504
Total depreciation and amortisation
55,443
42,833
Vehicle operating expenses
Vehicle operating expenses
97,460
93,003
Fuel tax credits relating to prior periods (a)
(3,070)
(1,204)
Total vehicle operating expenses
94,390
91,799
Impairment losses – trade receivables
Movement in expected credit losses (refer note 11)
747
290
Trade receivables written off (recovered) during the year
45
(25)
Impairment loss on trade receivables
792
265
Impairment losses inventory
203
22
(Gain) on disposal of property, plant and equipment
(682)
(143)
a.
Fuel tax credits relating to prior periods
In the 2023 financial year, the Group settled a fuel tax credit assessment dispute with the ATO, resulting in additional fuel tax credits of $1.20m which
related to prior years.
The Group has elected to offset fuel tax credits against the related fuel expenditure in the financial statements, as permitted under AASB 120 Accounting
for Government Grants and Disclosure of Government Assistance.
In the 2024 financial year, the Group has amended its methodology for calculating fuel tax credits, seeking independent professional advice. The
methodology change has resulted in additional fuel tax credits of $3.07m relating to prior years.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
45
Fuel tax credits
The Group receives fuel tax credits for operating heavy vehicles and equipment. Fuel tax credits are recognised when there is
reasonable assurance that the credit will be received, and all applicable conditions have been complied with. The Group calculates fuel
tax credits monthly and lodges a claim through the Business Activity Statement. The Group periodically reviews the methodology for
calculating its entitlement to fuel tax credits as changes in equipment profiles, changes in particular subcontractor engagements, routes
and customers pickup and delivery locations all impact the fuel tax credit entitlements.
8.
Income Tax
2024
$’000
2023
$’000
Income tax expense
Current tax
14,360
98
Deferred tax
(1,968)
14,782
Adjustment on lodgement of prior year tax return
97
-
12,489
14,880
Deferred tax is attributable to:
(Increase) decrease in deferred tax assets (Note 16)
521
3,093
Increase (decrease) in deferred tax liabilities (Note 20)
(2,489)
11,689
(1,968)
14,782
Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax
39,758
49,397
Tax at the Australian tax rate of 30% (2023: 30%)
11,927
14,819
Tax effects of amounts which are not deductible (taxable) in calculating taxable income:
Adjustment on lodgement of prior year tax return
97
-
Non-deductible expenses
465
61
Income tax expense
12,489
14,880
Tax losses
Unused tax losses for which deferred tax assets have not been recognised at 30%
263
263
All unused and unrecognised tax losses were incurred by Australian entities and comprise capital losses.
Lindsay Australia Limited and its wholly-owned Australian controlled entities have implemented the tax consolidated legislation.
The head entity, Lindsay Australia Limited, and the controlled entities in the tax consolidated Group account for their own current and
deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated Group continues to be a stand-alone
taxpayer in its own right.
In addition to its own current and deferred tax amounts, Lindsay Australia Limited also recognises the current tax liabilities (or assets)
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax
consolidated Group.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate
Lindsay Australia Limited for any current tax payable assumed and are compensated by Lindsay Australia Limited for any current tax
receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Lindsay Australia Limited
under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly
owned entities’ financial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity,
which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding
amounts to assist with its obligations to pay tax instalments.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts
receivable from or payable to other entities in the Group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as
a contribution to (or distribution from) wholly owned tax consolidated entities.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
46
9.
Franking Credits / Dividends
2024
$’000
2023
$’000
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
(2023: 30%)
18,069
-
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
a.
Franking credits that will arise from the payment or provision for income tax;
b.
Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
c.
Franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
On 07 August 2023, the Group settled the acquisition of W.B Hunter Pty Limited (Hunters). On completion, Hunters joined the
Lindsay Australia Limited income tax consolidated group. On completion Hunters have an approximate franking account surplus of
$8.1m.
The impact on the franking account of the dividend recommended by the directors since year end, but not recognised as a liability at
year end, will be approximately $3,749,000 (2023 – $3,975,000).
Dividends paid
Interim dividend for the year ended 30 June 2024 of 2.1 cents per share fully franked paid in full
on 19 April 2024 (2023: 1.9 cent per share unfranked paid in full on 14 April 2023).
6,543
5,753
Interim dividends paid in cash or satisfied by the issue of shares under the dividend re-investment
plan during the years ended 30 June 2024 and 2023 were as follows:
•
Paid in cash
5,700
5,180
•
Satisfied by issue of shares
843
573
6,543
5,753
Final dividend for the year ended 30 June 2023 of 3.0 cents per share fully franked paid on
06 October 2023 (2023 – 1.8 cents per share unfranked paid in full on 07 October 2022).
9,309
5,436
Final dividend out of prior year’s profits paid in cash or satisfied by the issue of shares under the
dividend re-investment plan during the years ended 30 June 2024 and 2023 were as follows:
•
Paid in cash
8,094
4,979
•
Satisfied by issue of shares
1,215
457
9,309
5,436
Dividends not recognised at year end
In addition to the above dividends, since year end the board of directors have recommended the
payment of a final fully franked dividend of 2.8 cents per share (2023: 3.0 cents per share fully
franked paid in full on 06 October 2023).
8,748
9,297
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
47
10. Cash and Cash Equivalents
2024
$’000
2023
$’000
Cash at bank and on hand
45,565
51,973
Reconciliation of cash and cash equivalents
Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is
reconciled to items in the statement of financial position as follows:
Cash and cash equivalents
45,565
51,973
45,565
51,973
The Group’s exposure to interest rate risk is discussed in Note 3.
For the statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other
short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
11. Trade and Other Receivables
2024
$’000
2023
$’000
Current
Trade receivables
104,723
99,556
Allowance for expected credit losses
(1,931)
(455)
102,792
99,101
Fuel rebates receivable (i)
6,371
965
Future GST recoverable
231
352
Other receivables
7,618
7,173
117,012
107,591
(i)
Refer note 7 for information regarding fuel tax credits
a.
Impairment allowance for trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less any allowance for
expected credit losses.
The Group applies the simplified approach under AASB 9 to measuring the allowance for credit losses for trade receivables. The Group
determines expected credit losses using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors
that are specific to the trade receivables as well as future economic conditions relevant to the trade receivables.
The creation and release of the expected credit loss allowance for trade receivables has been included in the “Impairment loss on trade
receivables” in the consolidated statement of profit and loss and other comprehensive income. Amounts charged to the loss allowance
account are generally written off when there is no expectation of recovering those amounts.
The following table provides a reconciliation in the movement during the financial year of the loss allowance for trade receivables:
$’000
Loss allowance at 30 June 2022
180
Increase (decrease) in allowance for movements in expected credit losses
290
Trade receivables (written off) during the year against the ECL provision
(15)
Loss allowance at 30 June 2023
455
Increase (decrease) in allowance for movements in expected credit losses
747
Provision taken over on acquisition of WB Hunter
729
Trade receivables (written off) during the year against the ECL provision
-
Loss allowance at 30 June 2024
1,931
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
48
b.
Credit risk profile for trade receivables
The following table provides information about the risk profile of trade receivables.
The impairment allowance at the end of the reporting period for trade receivables of the Group was $2,124,000 inclusive of GST of
$193,000 (2023: $501,000 inclusive of GST of $46,000). The GST component of trade receivables is not considered impaired as this is
refundable.
Details of the trade receivable aging and the impairment allowance is detailed in the table shown below:
2024
Trade Receivables
$’000
2024
Impairment allowance
$’000
2023
Trade Receivables
$’000
2023
Impairment allowance
$’000
Not yet due
75,066
(140)
68,781
(35)
Past due 1 to 30 days
22,245
(129)
20,633
(17)
Past due 31 to 60 days
2,670
(71)
3,484
(22)
Past due 61 days or more
4,742
(1,784)
6,658
(427)
104,723
(2,124)
99,556
(501)
c.
Other receivables
Other trade receivables do not contain impaired assets and are not past due. Based on historical analysis and future economic
considerations of these receivables, it is expected that these amounts will be received when due.
d.
Foreign exchange and interest rate risk
There are no receivables denominated in foreign currencies. The Group charges interest on a small number of debtor balances for
seasonal extended payment terms or for debtors that extend beyond agreed payment terms. Interest charged on these debtors ranges
between 0.75% and 1.5% per month by agreement.
e.
Fair value and credit risk
The carrying amounts of financial instruments represent reasonable approximations of their fair values, given their short-term nature.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable mentioned above.
Refer Note 3 for more information on the risk management policy of the Group and on the credit quality of the entity’s trade receivables.
12. Inventories
2024
$’000
2023
$’000
Raw materials and stores – at cost (i)
4,193
4,046
Finished goods – at cost
30,590
14,649
34,783
18,695
Provision for obsolescence
(1,833)
(631)
32,950
18,064
(i)
Raw materials and stores are expensed and not charged to cost of sales.
Inventories are stated at the lower of cost and net realisable value. Cost comprises the cost of purchase and, where applicable, cost of
conversion after deducting trade discounts, rebates and other similar items. Costs are assigned to individual items of inventory on the
basis of weighted average costs. 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 market the sale. Volume rebates are apportioned evenly across the relevant
product purchased. Where the product remains in inventory the rebate reduces its carrying value.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
49
13. Property, Plant and Equipment
2024
$’000
2023
$’000
Freehold Land and Buildings
Land – at cost
10,567
8,798
Buildings – at cost
18,675
16,749
Accumulated depreciation
(3,454)
(2,998)
25,788
22,549
Leasehold Improvements
At cost
28,279
25,296
Accumulated depreciation
(11,767)
(9,652)
16,512
15,644
Total property
42,300
38,193
Plant and Equipment
At cost
165,054
153,654
Accumulated depreciation
(107,639)
(100,404)
57,415
53,250
Total property, plant and equipment
99,715
91,443
Movements in carrying amounts
Movements in the carrying amounts for each class of property, plant and equipment are shown below.
Freehold
Land
$’000
Buildings
$’000
Leasehold
Improvements
$’000
Plant &
Equipment
$’000
Total
$’000
Carrying amount at 30 June 2022
7,034
14,001
17,549
28,997
67,581
Additions
1,764
-
-
33,968
35,732
Disposals
-
-
-
(405)
(405)
Transfers – right-of-use assets
-
-
-
32
32
Depreciation
-
(250)
(1,905)
(9,342)
(11,497)
Carrying amount at 30 June 2023
8,798
13,751
15,644
53,250
91,443
Additions
1,769
1,926
527
16,349
20,571
Recognition of make-good provision
-
-
1,685
-
1,685
On acquisition of WB Hunter (note 36)
-
-
691
3,464
4,155
Disposals
-
-
-
(1,024)
(1,024)
Depreciation
-
(456)
(2,035)
(14,624)
(17,115)
Carrying amount at 30 June 2024
10,567
15,221
16,512
57,415
99,715
Assets pledged as security. Refer to Note 19 for information on assets pledged as security.
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
50
Depreciation of assets is calculated on a diminishing value (DV) or straight line (SL) method to allocate their cost, net of their residual
values, over their estimated useful lives. The depreciation rates used for each class of depreciable asset for current and comparative
years are:
Classification
Rate
Depreciation Basis
Buildings
2.5-5%
SL
Right-of-use assets
6.5-50%
SL
Leasehold improvements
6.5-30%
SL/DV
Plant and equipment
5-40%
SL/DV
Leased plant and equipment
6.5-40%
SL/DV
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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 disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
14. Right-of-use Assets
2024
$’000
2023
$’000
Right-of-use Property Leases
At Cost
136,165
109,785
Accumulated depreciation
(58,048)
(46,236)
Total right-of-use Property Leases
78,117
63,549
Right-of-use Other Leases
At Cost
2,979
2,267
Accumulated depreciation
(1,508)
(1,003)
Total right-of-use Other Leases
1,471
1,264
Right-of-use Equipment Leases
At Cost
248,150
224,732
Accumulated depreciation
(104,891)
(87,353)
Total right-of-use Equipment Lease
143,259
137,379
Total right-of-use assets
222,847
202,192
Movements in carrying amounts
Right-of-use
Properties
Right-of-use
Other
Right-of-use
Equipment
Total Right-of-
use Assets
$’000
$’000
$’000
$’000
Carrying amount 30 June 2022
67,117
2,148
118,721
187,986
Additions/modifications
6,688
602
40,316
47,606
Disposals
(88)
(950)
(1,516)
(2,554)
Transfers – plant and equipment
-
-
(32)
(32)
Depreciation
(10,168)
(536)
(20,110)
(30,814)
Carrying amount 30 June 2023
63,549
1,264
137,379
202,192
Additions/modifications
20,190
712
29,876
50,778
Addition on acquisition of WB Hunter (note 36)
9,167
-
-
9,167
Disposals
(319)
-
(1,511)
(1,830)
Depreciation
(14,470)
(505)
(22,485)
(37,460)
Carrying amount 30 June 2024
78,117
1,471
143,259
222,847
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
51
Leases are recognised as a right-of-use asset with a corresponding lease liability. Each lease payment is allocated between the liability
and finance cost. The right-of-use asset is depreciated over the lease term on a straight-line basis or over the useful life where title to the
asset transfers at the end of the lease. Assets and liabilities arising from a lease are initially measured on a present value basis.
Depreciation on right-of-use assets and interest on lease liabilities is recognised in the consolidated statement of profit and loss and other
comprehensive income.
The principal portion of the lease payments are recognised as a financing cash flow and the interest portion of the lease payments are
recognised as an operating cash flow in the consolidated statement of cash flows.
Payments associated with short term leases (generally less than 12 month terms) and leases of low value are recognised on a straight-
line basis as an expense in the consolidated statement of profit and loss and other comprehensive income. Low value leases include
office equipment and short-term leases includes equipment that is utilised by the Group to cover peak operating periods and are on short
term rental agreements of less than 12 months in tenure.
15. Lease Liabilities
2024
$’000
2023
$’000
Lease liabilities – Current
Property
13,982
9,236
Other
615
476
Equipment lease liabilities (i)
40,869
32,388
Total current lease liabilities
55,466
42,100
Lease liabilities – Non-current
Property
75,644
64,472
Other
897
828
Equipment lease liabilities (i)
76,406
80,720
Total non-current lease liabilities
152,947
146,020
Total lease liabilities
208,413
188,120
(i)
In 2023, the carrying amount of equipment lease liabilities includes an offsetting fair value gain of $38,000 (2024: $nil).
Movements in carrying amounts
Lease liabilities
properties
Lease liabilities other
Lease liabilities
equipment
Total lease liabilities
$’000
$’000
$’000
$’000
Carrying amount 30 June 2022
76,210
2,192
95,503
173,905
Additions
6,687
602
45,610
52,899
Lease modifications
(86)
(970)
-
(1,056)
Repayments
(12,238)
(583)
(32,039)
(44,860)
Interest
3,135
63
3,786
6,984
Fair value gain – movement
-
-
248
248
Carrying amount 30 June 2023
73,708
1,304
113,108
188,120
Additions
19,873
712
33,808
54,393
Addition on acquisition of WB Hunter (note 36)
9,167
-
674
9,841
Lease modifications
-
-
-
-
Repayments
(17,286)
(552)
(35,822)
(53,660)
Interest
4,164
48
5,469
9,681
Fair value gain – movement
-
-
38
38
Carrying amount 30 June 2024
89,626
1,512
117,275
208,413
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
52
Recognition and measurement – Leases
The Group leases various properties and equipment. Leases for equipment (trucks, trailers, motor vehicles, material handling
equipment and ancillary equipment) do not typically exceed 5 years. Leases for property range in tenure from 1 to 15 years depending
on the particular property. Lease terms for both property and equipment are negotiated on an individual basis and contain a wide range
of different terms and conditions.
Leases are recognised as a right-of-use asset and a corresponding liability at the date which the leased asset is available for use by the
Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit and loss.
Assets pledged as security
Refer to Note 19 for information on assets pledged as security.
16. Deferred Tax Assets
2024
$’000
2023
$’000
The balance comprises temporary differences attributable to:
Impaired receivables
578
135
Employee benefits
5,442
4,485
Payables
633
487
Other liabilities
2,273
2,079
Other
1,126
908
Carried forward losses
-
1,462
Total deferred tax assets
10,052
9,556
Set-off of deferred tax liabilities pursuant to set-off provisions (refer Note 20)
(10,052)
(9,556)
Net deferred tax assets
-
-
Movements
Employee
Benefits
Impaired
Receivables
Payables
Other
Liabilities
Other
Carried Forward
Losses
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
At 30 June 2022
4,275
53
441
2,170
613
5,097
12,649
(Charged)/credited to:
Profit or loss
210
82
46
(91)
295
(3,691)
(3,149)
Overprovision
-
-
-
-
-
56
56
At 30 June 2023
4,485
135
487
2,079
908
1,462
9,556
(Charged)/credited to:
Profit or loss
618
224
136
94
(147)
(1,446)
(521)
Acquisition WB Hunter (note 36)
339
219
10
100
441
-
1,109
Overprovision
-
-
-
-
(76)
(16)
(92)
At 30 June 2024
5,442
578
633
2,273
1,126
-
10,052
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
53
17. Intangible Assets
2024
$’000
2023
$’000
Computer software
6,266
6,244
Accumulated amortisation
(5,987)
(5,097)
279
1,147
Goodwill
20,170
7,805
Accumulated impairment
(244)
(244)
19,926
7,561
Brand names
2,565
-
Total intangible assets
22,770
8,708
a.
Movements in carrying amounts
Movements in the carrying amounts for each class of intangible asset are shown below.
Computer
Software
$’000
Goodwill
$’000
Customer
List
$’000
Brand
Names
$’000
Total
$’000
Carrying amount at 30 June 2022
846
7,561
18
-
8,425
Additions
805
-
-
-
805
Amortisation
(504)
-
(18)
-
(522)
Carrying amount at 30 June 2023
1,147
7,561
-
-
8,708
Additions
-
-
-
-
-
Additions on acquisition of WB Hunter (note 36)
-
12,365
-
2,565
14,930
Amortisation
(868)
-
-
-
(868)
Carrying amount at 30 June 2024
279
19,926
-
2,565
22,770
b.
Intangible assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill acquired
in business combinations is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the
disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating
units or Groups of cash-generating units that are expected to benefit from the business combination in which goodwill arose, identified
according to operating segments. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually,
either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
c.
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the business segments. The carrying amount
of goodwill is attributable to the Rural ($7.561m) and Hunter CGU’s ($12.365m). Brand names acquired relate entirely to the Hunter
CGU.
The Group tests whether goodwill should be impaired on an annual basis or more frequently if events or changes in circumstances
indicate impairment. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which
require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management
covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
54
d.
Key assumptions used for value-in-use calculations of the Rural CGU
2024
%
2023
%
Average product margin
17.5
17.3
Terminal growth rate
2.5
2.0
EBITDA cash growth rate
0.5
5.6
Pre-tax discount rate
14.2
10.2
Assumption
Approach used to determine values
Average gross margin
Based on past performance and management’s expectations for the future.
Terminal growth rate
The growth rate used to extrapolate cash flows beyond the five-year forecasted period based on
management’s expectations of long-term growth.
EBITDA cash growth rate
The average EBITDA cash flow growth rate over the five-year forecast period is based on
management’s expectations for the future.
Pre-tax discount rate
Reflect specific risks relating to the relevant asset or cash generating unit and the economic and
regulatory environment in which they operate based off management’s expectations for the future.
e.
Impact of possible changes in key assumptions of the Rural GCU
A sensitivity analysis was performed on key assumptions, which included increasing the pre-tax discount rate from 14.2% to 16.2%
(2023: 10.2% to 12.2%) and reducing average product margin from 17.5% to 16.5% (2023: 16.9% to 15.9%). Both scenarios did not
result in impairment (2023: no impairment).
f.
Key assumptions used for value-in-use calculations of the Hunter CGU
2024
%
Average product margin
16.6
Terminal growth rate
2.5
EBITDA growth rate
3.8
Pre-tax discount rate
15.0
Assumption
Approach used to determine values
Average gross margin
Based on past performance and management’s expectations for the future.
Terminal growth rate
The growth rate used to extrapolate cash flows beyond the five-year forecasted period based on
management’s expectations of long-term growth.
EBITDA cash growth rate
The average EBITDA cash flow growth rate over the five-year forecast period is based on
management’s expectations for the future.
Pre-tax discount rate
Reflect specific risks relating to the relevant asset or cash generating unit and the economic and
regulatory environment in which they operate based off management’s expectations for the future.
g.
Impact of possible changes in key assumptions of the Hunter GCU
A sensitivity analysis was performed on key assumptions, which included increasing the pre-tax discount rate from 15.0% to 17% and
reducing average product margin from 16.6% to 15.6%. Both scenarios resulted in an impairment of $4,273,689 and $7,778,429
respectively.
h.
Assets pledged as security
Refer to Note 19 for information on current assets pledged as security.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
55
18. Trade and Other Payables
2024
$’000
2023
$’000
Trade and other payables
76,854
68,811
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.
The amounts represent liabilities for goods and services provided to the Group prior to the end of the year which remain unpaid. The
amounts are usually unsecured and paid between 7 and 180 days of recognition depending on the vendor payment terms.
19. Borrowings
2024
$’000
2023
$’000
Current
Secured
Bank loans
24,500
2,000
Bank loans – borrowing costs offset
(62)
(82)
Loan – WB Hunter deferred consideration (note 36)
3,464
-
Equipment loans
1,902
1,778
Total current borrowings
29,804
3,696
Non-current
Secured
Bank loans
-
31,500
Bank loans – borrowing costs offset
-
(62)
Equipment loans
8,832
10,782
Total non-current borrowings
8,832
42,220
Total borrowings
38,636
45,916
a.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the
period of the borrowings using the effective interest method.
Borrowings are derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between
the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
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 reporting period.
b.
Bank loans
Bank loan – variable finance facility has a $30,000,000 limit of which $13,000,000 was drawn at 30 June 2024 (2023: $30,000,000 limit
and $20,000,000 drawn) and is utilised to fund working capital requirements and other requirements of the Group.
Bank loan – corporate finance facility has a limit of $11,500,000 which was fully drawn at 30 June 2024 (2023: Limit of $13,500,000,
fully drawn) and is utilised to fund freehold properties and leasehold fit outs for key facilities. The facility is repaid at $500,000 each
quarter with a balloon repayment of $10,000,000 in March 2025 (if not refinanced prior).
The bank loan facilities are secured by guarantees by all companies in the consolidated entity supported by mortgage charges over all
the consolidated entity’s property and other assets.
c.
Equipment loans - secured
Equipment loans are effectively secured as the rights to the assets backed by the loan revert to the financier in the event of default.
Equipment loans are financed on variable interest rate terms which are revised quarterly.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
56
d.
Assets pledged as security
All the assets of the consolidated entity are pledged as security for the facilities as noted above.
e.
Fair value
Information about the Group’s fair value of borrowings is provided in Note 3.
f.
Risk exposure
Information about the Group’s exposure to risks arising from borrowings is provided in Note 3.
20. Deferred Tax Liabilities
2024
$’000
2023
$’000
The balance comprises temporary differences attributable to:
Prepayments
1,833
1,570
Inventories
460
414
Depreciation and amortisation
32,347
35,582
Other receivables
1,911
289
Total deferred tax liabilities
36,551
37,855
Set-off of deferred tax assets pursuant to set-off provisions (refer Note 16)
(10,052)
(9,556)
Net deferred tax liabilities
26,499
28,299
Movements
Prepayments
$’000
Inventories
$’000
Depreciation &
Amortisation
$’000
Other
Receivables
$’000
Total
$’000
At 30 June 2022
1,350
661
24,054
101
26,166
Charged /(credited):
Profit or loss
220
(247)
11,524
188
11,685
Overprovision
-
-
4
-
4
At 30 June 2023
1,570
414
35,582
289
37,855
Charged /(credited):
Profit or loss
263
46
(4,420)
1,622
(2,489)
Acquisition of WB Hunter (note 36)
-
-
1,180
-
1,180
Overprovision
-
-
5
-
5
At 30 June 2024
1,833
460
32,347
1,911
36,551
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
57
21. Provisions
2024
$’000
2023
$’000
Current
Employee benefits
15,849
12,881
Non-current
Employee benefits
2,285
2,065
Make-good provision
8,880
6,697
11,165
8,762
Liabilities for annual leave and long service leave expected to be settled wholly within 12 months after the end of the period in which the
employees render the related service (and recognised in respect of employees’ services up to the end of the reporting period and
measured at the amounts expected to be paid when the liabilities are settled) are recognised in the current provision for employee
benefits.
Liabilities for long service leave and annual leave which are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service are measured as the present value of expected future payments to be made
in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period of corporate bonds with terms and currencies that
match, as closely as possible, the estimated future cash outflows.
Movements – make-good provision
Make-good
provision
$’000
At 30 June 2022
6,622
Recognition of make-good
-
Recognition of make-good - WBH Acquisition
-
Interest on make-good unwinding
75
At 30 June 2023
6,697
Recognition of make-good
1,685
Recognition of make-good - WBH Acquisition
333
Interest on make-good unwinding
165
At 30 June 2024
8,880
22. Other Liabilities
2024
$’000
2023
$’000
Current
Contract liabilities
8,877
6,481
Other
-
110
8,877
6,591
Non-current
Other
401
1,046
Contract liabilities relate to monies received in advance of delivery of goods or services and performance obligations that have not yet
been met.
The changes in contract liabilities reflect both:
(a)
The release of deferred revenues to the profit and loss through the performance of delivery of the goods or service; and
(b)
New monies received where the delivery of the goods or service has not yet been completed and performance obligations
have not yet been met.
Revenue recognised in the financial year from contract liabilities at the beginning of the period being satisfied was $6,481,000
(2023: $5,607,000).
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
58
Revenue not recognised in the financial year as performance obligations not yet satisfied and classified as contract liabilities is
$8,879,000 (2023: $6,481,000).
23. Contributed Equity
2024
$’000
2023
$’000
Fully paid ordinary shares
85,754
75,427
The movement in fully paid ordinary shares for 2024 and 2023 is reconciled as follows:
Note
No of Shares
Issue Price
$’000
Balance at 30 June 2022
301,987,330
74,397
Issue of shares pursuant to the Dividend Reinvestment Plan
(a)
787,953
$0.58
457
Issue of shares pursuant to the Dividend Reinvestment Plan
(a)
629,603
$0.91
573
Balance at 30 June 2023
303,404,886
75,427
Issue of shares pursuant to the Dividend Reinvestment Plan
(a)
1,146,273
$1.06
1,215
Issue of shares pursuant to the Dividend Reinvestment Plan
(a)
834,756
$1.01
843
Issue of shares under employee incentive plans
400,000
-
-
Issue of shares under employee incentive plans
145,721
-
-
Transfer from share-based payment reserve on exercise of employee
options
24
-
-
282
Issue of shares pursuant to acquisition of WB Hunter Pty Limited
36
6,493,506
$1.23
7,987
Balance at 30 June 2024
312,425,142
85,754
a.
Dividend reinvestment plan
The company has established a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their
dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash. Shares are issued under the plan
at a discount as determined by the directors but no more than 5% to the market price.
Issues pursuant to the Dividend Reinvestment Plan are:
2023 Dividends
Number of
Shares
Issue Price
07 October 2022
787,953
$0.58
14 April 2023
629,603
$0.91
2024 Dividends
06 October 2023
1,146,273
$1.06
19 April 2024
834,756
$1.01
b.
Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue
to provide returns for shareholders and benefits for other stakeholders and to maintain a cost-effective cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new
shares, raise or retire debt finance or sell assets to reduce debt.
Lindsay Australia Limited has complied with the financial covenants of its borrowing facilities during the 2024 and 2023 reporting
periods.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
59
24. Reserves
2024
$’000
2023
$’000
Share-based payment reserve
Opening balance at 1 July
788
689
Employee share schemes – value of employee services (note 29)
532
99
Transferred to share capital on exercise of options (note 23)
(282)
-
Closing balance at 30 June
1,038
788
a.
Nature and purposes of reserve
The share-based payments reserve is used to recognise the fair value of options issued to employees.
25. Cash Flow Information
2024
$’000
2023
$’000
Reconciliation of Cash Flows from Operating Activities with Profit for the Year
Profit for the year
27,269
34,517
Adjustment for non-cash items in profit
Depreciation/amortisation
55,443
42,833
Net (gain)/loss on disposal of property, plant and equipment
(682)
(143)
Non-cash employee benefits expense-share-based payments
532
99
Movement in capitalised borrowing costs
82
81
Movement in fair value gain
38
248
Movement in interest accrual
(152)
55
Proceeds for GST on Equipment Finance
3,932
-
Net changes in assets and liabilities
(Increase)/decrease in trade and other receivables
2,431
(17,923)
(Increase)/decrease in prepayments and other assets
(1,054)
(2,323)
(Increase)/decrease in inventories
2,889
4,547
(Decrease)/increase in trade and other payables
(3,150)
8,446
(Decrease)/increase in other liabilities
2,005
83
(Decrease)/increase in provisions
2,059
701
(Decrease)/increase in current tax liabilities
12,948
-
(Decrease)/increase in net deferred tax liabilities
(1,882)
14,782
Cash flows from operating activities
102,708
86,003
Non-Cash Financing and Investing Activities
Dividends satisfied by issue of shares
2,058
1,030
Shares issued on acquisition of W.B Hunter
7,987
-
Right-of-use equipment acquired via new lease agreements
50,778
47,606
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
60
Reconciliation of cash flows from financing activities
Movements - borrowings
Bank
Loans
$’000
Deferred
Consideration
$’000
Equipment
Loans
$’000
Total
$’000
At 30 June 2022
21,274
-
10,784
32,058
Proceeds on finance activities
20,000
-
3,479
23,479
Repayments - net of borrowing costs
(8,000)
-
(1,703)
(9,703)
Non cash movement - capitalised borrowing cost
82
-
82
At 30 June 2023
33,356
-
12,560
45,916
Proceeds on finance activities
-
-
-
-
Repayments - net of borrowing costs
(9,000)
-
(1,826)
(10,826)
Non cash movement - capitalised borrowing cost
82
-
-
82
Non cash movement – recognition of deferred consideration
-
3,464
-
3,464
At 30 June 2024
24,438
3,464
10,734
38,636
Movements – lease
liabilities
Property
$’000
Other
$’000
Equipment
$’000
Total
$’000
At 30 June 2022
76,210
2,192
95,503
173,905
Additions/modifications - non cash flow impacting
6,601
(368)
40,316
46,549
Proceeds on finance activities
-
-
5,294
5,294
Repayments - net of borrowing costs
(9,103)
(520)
(28,253)
(37,876)
Non cash movement - Fair value
-
-
248
248
At 30 June 2023
73,708
1,304
113,108
188,120
Additions/additions - non cash flow impacting
19,873
712
29,876
50,461
Additions - acquisition of WB Hunter
9,167
-
674
9,841
Proceeds for GST on Equipment Finance
-
-
3,932
3,932
Repayments - net of borrowing costs
(13,122)
(504)
(30,353)
(43,979)
Non cash movement - Fair value
-
-
38
38
At 30 June 2024
89,626
1,512
117,275
208,413
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
61
26. Earnings per Share
2024
cent per share
2023
cent per share
Basic earnings per share
8.8
11.4
Diluted earnings per share
8.8
11.4
Earnings used in calculating basic and diluted earnings per share – net profit
27,269
34,517
Number of
Shares
Number of
Shares
Weighted average number of ordinary shares used in calculating basic and diluted earnings per share (i) 311,527,728
302,696,327
27. Auditor’s Remuneration
2024
$
2023
$
During the year the auditor of the parent entity earned the following remuneration:
Audit or review of financial reports
286,000
205,000
Total remuneration
286,000
205,000
28. Related Party Disclosures
a.
Executive management personnel compensation (including non-executive directors)
2024
$
2023
$
Short-term employee benefits (i)
3,351,028
3,236,266
Long-term employee benefits
36,145
48,505
Post-employment benefits
148,640
146,117
Share-based payments expense
491,895
89,406
Termination payments on CEO retirement
-
894,400
4,027,708
4,414,694
Detailed remuneration disclosures are provided in the remuneration report contained in the directors’ report.
(j)
Included in the short-term employee benefits is a $434,000 payment for a commencement payment for CEO appointment
b.
Other transactions and balances with Executive Management Personnel
There were no other transactions or balances with Executive Management Personnel during the current or prior reporting periods.
c.
Loans to Executive Management Personnel
There were no loans to executive Management Personnel during the current or prior reporting period.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
62
29. Share-based Payments
Lindsay Australia Limited has a Long Term Incentive (Option) Plan (LTIP) as described in the Remuneration Report. The LTIP has
been accounted for in accordance with the fair value recognition provisions of AASB 2 “Share-based Payment”.
Share-based compensation benefits can be provided to employees under the Lindsay Australia Limited Long Term Incentive (Option)
Plan (LTIP).
The fair value of options granted under the LTIP is recognised as an employee benefits expense with a corresponding increase in
equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market
performance conditions but excludes the impact of any service and non-market performance vesting conditions and the impact of any
non-vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to
vest.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award,
but without an associated service requirement are considered to be non-vesting conditions. Non-vesting conditions are reflected in the
fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not
been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the
market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be
satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the
non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss with a
corresponding adjustment to equity.
Expense arising from share-based payment transactions
During the 2024 financial year $531,826 (2023: $99,735) was recognised as employee benefit expense arising from equity settled
share-based payment transactions. There was no additional expense recognised for the modification of a share-based payment plan
(2023: $nil).
In the 2024 financial year, 545,721 share options were exercised. In the 2023 financial year, no share options were exercised.
Employee share option plans
Long Term Incentive (Option) Plan (LTIP)
At the 2022 Annual General Meeting, Shareholders approved a LTIP. The LTIP is open to eligible employees (including directors,
contractors and consultants of the Company who the Board determines in its absolute discretion to issue share options.
The LTIP is administered by the Board which has an absolute discretion to determine appropriate procedures for its administration and,
subject to the Listing Rules and applicable laws, all decisions of the Board as to the interpretation, effect or application of the plan rules
and all calculations and determinations made by the Board under the plan rules are final, conclusive and binding in the absence of
manifest error.
Share options will lapse in accordance with specific offer terms or events contained in the LTIP rules, including termination of
employment or resignation, redundancy, death or disablement (subject to the Board’s direction to extend the terms of exercise in
restricted cases).
Options granted under LTIP to executive management personnel
Detailed below are the share options granted in the 2024 financial year pursuant to the LTIP. Once vested and exercisable, all share
options have a zero exercise price.
2024 Financial Year
Share Options Granted To
C J McDonald
Share Options Granted
145,721
Valuation at grant date
$1.0950
Grant Date
October 2023
Vesting Period
October 2023
Length of service – remain employed at
October 2023
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
63
2024 Financial Year
Share Options Granted To
C J McDonald
Share Options Granted
248,850
Valuation at grant date
$1.0471
Grant Date
October 2023
Vesting Period
October 2024
Length of service – remain employed at
14 October 2024
2024 Financial Year
Share Options Granted To
C J McDonald
C R Baker
J T Green
B T Jones
Share Options Granted
1,476,603
500,000
395,648
128,261
Valuation of shares with EPS target at grant date
$0.7207
Valuation of shares with TSR target at grant date
$0.4300
Grant Date
June 2024
Vesting Period
June 2026
3 Year Total Shareholder Return Target
Small cap industrial index movement +5%
3 Year EPS Target
7% CAGR
Options granted under LTIP to employees or other eligible participants
In addition to the share options granted to executive management personnel, a further 392,386 share options were granted to eligible
employees under the LTIP.
Fair value of options granted under LTIP – 2024 financial year
During the 2024 financial year, the Group issued 5 tranches of share options under the LTIP to executive management personnel and
other key employees. The share options issued are subject to performance hurdles.
•
509,571 share options granted with a length of service performance hurdle only;
•
1,388,949 share options granted with an earnings per share performance hurdle; and
•
1,388,949 share options granted with a total shareholder return performance hurdle.
A binomial valuation model has been used to determine the fair value at grant date for the share options with a length or service
performance hurdle and EPS performance hurdle.
A trinomial lattice pricing model incorporating a Monte Carlo simulation has been used to determine the fair value at grant date for the
share options with a TSR performance hurdle.
The below assumptions were used in determining the fair value of the share options granted during the 2024 financial year.
Model Inputs
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Number of share options
145,721
115,000
248,850
1,388,949
1,388,949
Grant date
17 October 2023
17 October 2023
17 October 2023
20 June 2024
20 June 2024
Exercise price
$nil
$nil
$nil
$nil
$nil
Vesting period
17 Jul-23 to 17 Oct-23
17 Oct-23 to 17-Oct-25
17 Oct-23 to 14 Oct-24
01 Jul-23 to 30 Jun-26
01 Jul-23 to 30 Jun-26
Risk-free interest rate (%) (i)
4.54%
4.54%
4.54%
4.24%
4.24%
Volatility (%) (ii)
31.73%
31.73%
31.73%
32.30%
32.30%
Share price at grant date
$1.1000
$1.1000
$1.1000
$0.8500
$0.8500
Fair value per share option
$1.0950
$1.0013
$1.0471
$0.7207
$0.4300
Performance hurdle
Length of service
Length of service
Length of service
EPS hurdle
TSR hurdle
(i)
Risk-free rate is based on the Australian Government 10 year bond rate as at the grant date.
(ii)
Expected volatility is based on the historic volatility of Lindsay Australia Limited (LAU) shares over a period of time.
Share options granted under the LTIP do not participate in dividends.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
64
Fair value of options granted under LTIP – 2023 financial year
During the 2023 financial year, the Group issued share options under the LTIP to the COO and CFO. The share options issued are
subject to the below performance hurdles:
•
200,000 share options granted with an earnings per share performance hurdle; and
•
200,000 share options granted with a total shareholder return performance hurdle.
A binomial valuation model has been used to determine the fair value at grant date for the share options with a length or service
performance hurdle and EPS performance hurdle.
A trinomial lattice pricing model incorporating a Monte Carlo simulation has been used to determine the fair value at grant date for the
share options with a TSR performance hurdle.
The below assumptions were used in determining the fair value of the share options granted during the 2023 financial year.
Model Inputs
Tranche 1
Tranche 2
Number of share options
275,000
275,000
Grant date
13 December 2022
13 December 2022
Exercise price
$nil
$nil
Vesting period
01 Jul-22 to 30 Jun-25
17 Oct-23 to 17-Oct-25
Risk-free interest rate (%) (i)
3.40%
3.40%
Volatility (%) (ii)
49.0%
49.0%
Share price at grant date
$0.695
$0.695
Fair value per share option
$0.6054
$0.3600
Performance hurdle
EPS hurdle
TSR hurdle
(i)
Risk-free rate is based on the Australian Government 10 year bond rate as at the grant date.
(ii)
Expected volatility is based on the historic volatility of Lindsay Australia Limited (LAU) shares over a period of time.
Share options granted under the LTIP do not participate in dividends.
Weighted average exercise price
The weighted average exercise price (WAEP) and movements in the options during the year are detailed below. In the 2024 financial
year, 545,721 share options were exercised at $nil.
2024
2023
Number
WAEP
Number
WAEP
Balance at beginning of year
1,350,000
-
800,000
-
Granted during the year
3,287,469
-
550,000
-
Forfeited during the year
(70,000)
-
-
-
Exercised during the year
(545,721)
-
-
-
Balance at the end of the year
4,021,748
-
1,350,000
-
Exercisable at end of year
-
-
400,000
-
Shares issued pursuant to exercise of options
In the 2024 financial year, 545,721 shares were issued pursuant to exercise of share options.
No shares were issued pursuant to the exercise of share options in the 2023 financial year.
Date
Shares issued
Share price at issue date
Option exercise price
31 August 2023
400,000
$1.200
$nil
06 November 2023
145,721
$1.055
$nil
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
65
Summary of options outstanding
The share options outstanding at the end of the year had an exercise price of nil (2023: nil).
A summary of the status of the Groups equity settled share option plans at 30 June 2024 is presented below. When vested and
exercisable, each option is convertible into one ordinary share of Lindsay Australia Limited at a zero-exercise price.
The weighted average contractual life of the share options is 1.53 years (2023: 1.71 years).
Tranche
Fair Value Per
Option
(cents)
Grant
Date
Expiry Date Exercise
Price
Number
Issued
Number
Forfeited
Number
Vested
Number
Exercised
Balance
30 June
2024
LTIP – FY20
30.7
October 2019
October 2026
$nil
400,000
-
400,000
(400,000)
-
LTIP – FY22
32.2
October 2021
October 2025
$nil
400,000
-
-
-
400,000
LTIP – FY23
36.0
December 2022 December 2026
$nil
275,000
(25,000)
-
-
250,000
LTIP – FY23
60.5
December 2022 December 2026
$nil
275,000
(25,000)
-
-
250,000
LTIP – FY24
100.1
October 2023
October 2025
$nil
115,000
(20,000)
-
-
95,000
LTIP – FY24
109.5
October 2023
October 2024
$nil
145,721
-
145,721
(145,721)
-
LTIP – FY24
104.7
October 2023
October 2024
$nil
248,850
-
-
-
248,850
LTIP – FY24
43.0
June 2024
October 2026
$nil
1,388,949
-
-
-
1,388,949
LTIP – FY24
72.1
June 2024
October 2026
$nil
1,388,949
-
-
-
1,388,949
4,637,469
(70,000)
545,721
(545,721)
4,021,748
A summary of the status of the Groups equity settled share option plans at 30 June 2023 is presented below. When vested and
exercisable, each option is convertible into one ordinary share of Lindsay Australia Limited at a zero-exercise price.
Tranche
Fair Value
Per Option
(cents)
Grant
Date
Expiry Date Exercise
Price
Number
Issued
Number
Forfeited
Number
Vested
Number
Exercised
Balance
30 June
2023
LTIP – FY20
30.7
October 2019
October 2026
$nil
400,000
-
400,000
-
400,000
LTIP – FY22
32.2
October 2021
October 2024
$nil
400,000
-
-
-
400,000
LTIP – FY23
36.0
December 2022 June 2025
$nil
275,000
-
-
-
275,000
LTIP – FY23
60.5
December 2022 June 2025
$nil
275,000
-
-
-
275,000
1,350,000
-
400,000
-
1,350,000
Modification of share-based payment arrangements
No modifications to share based payments occurred in the 2024 or 2023 financial years.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
66
30. Subsidiaries
The Group consists of the ultimate parent entity Lindsay Australia Limited and its wholly owned subsidiaries. Set out below are the
names of the subsidiaries which are included in the consolidated financial statements shown in this report. All entities were incorporated
in Australia.
Name
Class
Shares/Units
Equity
Holding %
2024
Equity
Holding %
2023
Lindsay Brothers Holdings Pty Ltd (a), (c)
Ordinary
100
100
Lindsay Transport Pty Ltd (a), (c)
Ordinary
100
100
Lindsay Brothers Management Pty Ltd (a), (c)
Ordinary
100
100
Lindsay Brothers Fuel Services Pty Ltd (a), (c)
Ordinary
100
100
Lindsay Brothers Hire Pty Ltd (a), (c)
Ordinary
100
100
Lindsay Brothers Plant & Equipment Pty Ltd (a), (c)
Ordinary
100
100
P & H Produce Pty Ltd (c)
Ordinary
100
100
Lindsay Rural Pty Ltd (c)
Ordinary
100
100
Skinner Rural Pty Ltd (b), (c)
Ordinary
100
100
Croptec Fertilizer and Seeds Pty Ltd (b), (c)
Ordinary
100
100
Lindsay Fresh Logistics Pty Ltd (c)
Ordinary
100
100
WB Hunter Pty Limited (c)
Ordinary
100
N/A
(a) Lindsay Brothers Holdings Pty Ltd (LBH) is the parent entity of Lindsay Transport Pty Ltd, Lindsay Brothers Management Pty Ltd,
Lindsay Brothers Fuel Services Pty Ltd, Lindsay Brothers Hire Pty Ltd, and Lindsay Brothers Plant and Equipment Pty Ltd.
Accordingly, the parent entity’s interest in these entities (other than LBH) is indirect.
(b) These companies are subsidiaries of Lindsay Rural Pty Ltd.
(c) These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with ASIC Corporations
(wholly-owned companies) Instrument 2016/785. For further information refer to Note 32.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
67
31. Segment Information
Description of segments
The Group has identified the following reporting segments based on the internal reports that are reviewed and used by the Board of
Directors (chief operating decision-maker) in assessing performance and determining the allocation of resources:
•
Transport – Cartage of general and refrigerated products and ancillary sales, warehouse and distribution;
•
Rural – Sale and distribution of a range of agricultural supply products; and
•
Hunter – Sale and distribution of a range of agricultural, home, timber and hardware products.
The segments are determined by the type of product or service provided to customers and the operating characteristics of each
segment. The Transport and Rural business segments operated for the whole of the 2024 and 2023 financial years. The Hunter
business segment was operated from the 7 August 2023 when the Group completed the acquisition of WB Hunter Pty Limited. Group
revenues are derived predominately from customers within Australia.
Basis of accounting for purposes of reporting segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as chief decision-maker with respect to operating segments are
determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.
The Group does not allocate assets or liabilities to each segment because management does not include this information in its
measurement of the performance of the operating segments.
Inter-segment transactions
An internally determined transfer price is set for all inter-entity sales. All such transactions are eliminated on consolidation for the
Group’s financial statements. Some corporate charges are allocated to reporting segments based on the segments’ overall proportion
of usage within the Group.
Unallocated items
The following items of revenue and expense are not allocated to operating segments as they are not considered part of the core
operations of any segment:
•
Interest received;
•
Finance costs (except for interest costs relating to property right-of-use lease liabilities);
•
Corporate costs including impairment of receivables; and
•
Income tax expense.
Major customers
The Group had one customer that accounted for more than 10% of total external revenue in the current financial year (2023: nil). This
customer contributed to 10.1% of total external revenue, all of which is included within the results of the Transport segment.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
68
Segment information
Transport
$’000
Rural
$’000
Hunter(iv)
$’000
Corporate
$’000
Total
$’000
2024
Revenue
Revenue for services (i)
571,817
-
-
-
571,817
Revenue for sale of goods (ii)
-
154,393
87,397
-
241,790
Other income (refer note 6 for a breakdown of other income)
5,543
1,047
47
4,998
11,635
Total segment revenue/income
577,360
155,440
87,444
4,998
825,242
Inter-segment revenue elimination
(7,124)
(2,116)
-
-
(9,240)
Total segment revenue/income
570,236
153,324
87,444
4,998
816,002
EBITDA
118,599
10,392
1,568
(23,661)
106,898
Total depreciation and amortisation
(45,952)
(1,425)
(1,699)
(6,367)
(55,443)
EBIT
72,647
8,967
(131)
(30,028)
51,455
Total finance costs (iii)
(2,833)
(134)
(557)
(8,173)
(11,697)
Segment net profit before tax
69,814
8,833
(688)
(38,201)
39,758
(i)
Revenue from provision of services is recognised over time.
(ii)
Revenue from sale of goods is recognised at a point in time.
(iii)
Finance costs, net of bank interest received. Refer note 6 for breakdown of bank interest received.
(iv)
Hunter reported segment result includes the unwinding of the fair value uplift on acquired inventory of $2,956,000.
Transport
$’000
Rural
$’000
Hunter
$’000
Corporate
$’000
Total
$’000
2023
Revenue
Revenue for services (i)
519,884
-
-
-
519,884
Revenue for sale of goods (ii)
-
164,503
-
-
164,503
Other income (refer note 6 for a breakdown of other income)
3,143
754
-
2,598
6,495
Total segment revenue/income
523,027
165,257
-
2,598
690,882
Inter-segment revenue elimination
(6,608)
(1,534)
-
-
(8,142)
Total segment revenue/income
516,419
163,723
-
2,598
682,740
EBITDA
109,333
11,214
-
(19,253)
101,294
Total depreciation and amortisation
(35,749)
(1,402)
-
(5,682)
(42,833)
EBIT
73,584
9,812
-
(24,935)
58,461
Total finance costs (iii)
(2,276)
(138)
-
(6,650)
(9,064)
Segment net profit before tax
71,308
9,674
-
(31,585)
49,397
(i)
Revenue from provision of services is recognised over time.
(ii)
Revenue from sale of goods is recognised at a point in time.
(iii)
Finance costs, net of bank interest received. Refer note 6 for breakdown of bank interest received.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
69
32. Deed of Cross Guarantee
The following companies are parties to a deed of cross guarantee under which each company guarantees the debts of the others.
By entering into the deed, the wholly owned entities have been relieved from the requirement to prepare a financial report and directors’
report under ASIC Corporations (wholly-owned companies) Instrument 2016/785. The companies include: Lindsay Australia Limited,
Lindsay Brothers Holdings Pty Ltd, Lindsay Transport Pty Ltd, Lindsay Brothers Management Pty Ltd, Lindsay Brothers Fuel Services
Pty Ltd, Lindsay Brothers Hire Pty Ltd, Lindsay Brothers Plant and Equipment Pty Ltd, P & H Produce Pty Ltd, Lindsay Rural Pty Ltd,
Skinner Rural Pty Ltd, Croptec Fertiliser and Seeds Pty Ltd, Lindsay Fresh Logistics Pty Ltd and WB Hunter Pty Limited.
The above companies represent a ‘closed Group’ for the purposes of the Instrument, and as there are no other parties to the deed of
cross guarantee that are controlled by Lindsay Australia Limited, they also represent the ‘extended closed Group’.
33. Capital Commitments
2024
$’000
2023
$’000
Capital Commitments
Commitments for capital expenditure (property, plant, equipment and intangibles) contracted for but
not recognised in the financial statements are as follows.
14,293
5,551
34. Contingent Liabilities
Guarantees
2024
$’000
2023
$’000
Guarantees to secure lease obligations
11,778
8,093
Total Guarantees
11,778
8,093
Cross guarantees have been given as described in Note 32.
Other
From time to time the consolidated entity is subject to claims and litigation during the normal course of business. The directors have
considered such matters and are of the opinion that there are no further material contingent liabilities as at the reporting date that are
likely to arise.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
70
35. Parent Company Information
The financial information for the parent entity, Lindsay Australia Limited has been prepared on the same basis as the consolidated
financial statements, except as set out below.
Investments in subsidiaries are accounted for at cost in the financial statements of Lindsay Australia Limited.
Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair
values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment.
Information relating to Lindsay Australia Limited is as follows:
2024
$’000
2023
$’000
Summary financial information
Statement of financial position
Current assets
1,193
1,007
Total assets
396,202
427,026
Current liabilities
276,737
276,280
Total liabilities
304,772
339,196
Issued capital
85,754
75,427
Retained profits
4,638
11,615
Share-based payments reserve
1,038
788
Total shareholders’ equity
91,430
87,830
Profit of the parent entity
18,876
21,619
Total comprehensive income of the parent entity
18,876
21,619
Contingent liabilities of the parent entity
-
-
Contractual commitments
-
-
Guarantees entered into by parent entity
Lindsay Australia Limited has guaranteed the Groups external debt in respect of working capital loans, equipment finance leases and
bank loans of subsidiaries amounting to $110,329,603 (2023: $108,563,653) which are secured by registered mortgage charges over
property and other assets. The parent entity has also given unsecured guarantees in respect of financial leases of subsidiaries
amounting to $17,677,896 (2023: $17,142,331).
In addition, there are cross guarantees given by Lindsay Australia Limited as described in Note 32. No deficiencies of assets exist in
any of these companies. No liability has been recognised in relation to these financial guarantees as the present value of the difference
in net cash flows is not significant.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
71
36. Business Combination
Acquisition of W.B. Hunter Pty Ltd
On 7 August 2023, the group acquired 100% of the share capital of WB Hunter Pty Ltd (“WB Hunter”). The key strategic and
commercial rationale for the acquisition include:
•
Acquiring a market-leading supplier of rural merchandise and complimentary products and services;
•
Establishing a regional footprint complementary to Lindsay Rural’s store network;
•
Enhanced exposure to the rapidly growing Australian agribusiness segment and the introduction of new products and
services to the Lindsay Rural network;
•
Provides a strategic entry point into the Victorian and New South Wales agricultural supply market and a platform for
continued pursuit of growth opportunities for Lindsay
•
Longstanding customer base with enduring relationships and loyalty evidenced through strong repeat buying
behaviour.
During the year the Group completed the accounting for the business combination. The following disclosure therefore
represents the fair value of consideration payable for the acquisition, the carrying value of net assets acquired and goodwill
recognised as a result of the business combination.
$’000
Purchase Consideration
Cash consideration paid4
22,039
Deferred consideration1 – paid to 30/06/24
10,077
Deferred consideration1 – not yet paid
3,464
Scrip consideration2
7,987
Total purchase consideration
43,567
Fair value of Identifiable Net Assets Acquired
Cash and cash equivalents
8,954
Trade and other receivables3
12,009
Inventories
17,775
Investments
123
Prepayments
34
Property, plant and equipment
4,155
Right-of-use assets
Intangible – Brand name
9,167
2,565
Deferred tax assets
1,109
Trade payables
(10,406)
Accruals
(661)
Current tax liabilities
Deferred tax liabilities
(1,043)
(1,180)
Employee provisions
(1,212)
Lease liabilities
(9,841)
Other liabilities
(346)
Net identifiable assets acquired (excl. intangible assets4)
31,202
Add: Goodwill5
12,365
Total purchase consideration
43,567
1.
The group is required to pay an agreed amount for inventory held by WB Hunter at the acquisition date in four quarterly instalments
over the period ending 12 months from the acquisition date. A discount rate of 6.25% has been applied in measuring the fair value of
this deferred consideration, consistent with the group’s prevailing cost of debt at the acquisition date.
2.
Total of 6,493,506 shares in Lindsay Australia Limited were issued as part of the consideration, with the fair value of consideration
measured with reference to the share price as at the acquisition date.
3.
Trade and other receivables stated above is the gross contractual amounts receivable ($12,738,000) net of the group’s best estimate
of contractual cash flows not expected to be received ($729,000).
4.
Cash paid (included in cash flows from investing activities) on completion was $13,085,000 (cash on completion of $22,039,000 less
cash acquired of $8,954,000).
5.
Goodwill acquired arises from expected synergies (detailed above) from the transaction and is not tax deductible for tax purposes.
The amount of revenue and profit of WB Hunter since the acquisition date included in these financial statements is set out on Note 5.
Were WB Hunter consolidated for the whole year (that is, acquisition occurred on 1 July 2023 rather than 7 August 2023), the
consolidated revenue and consolidated net profit before tax of the group would have been $825.691 million and $40.355 million
respectively.
Acquisition costs of $633,000 have been expensed through the Consolidated Statement of Profit and Loss and Other Comprehensive
Income as merger and acquisition costs.
Lindsay Australia Limited | Annual Report 2024 | Notes to the Consolidated Financial Statements
72
37. Events after the reporting period
Dividend recommended after year end
Since the end of the financial year, the directors have recommended payment of a final fully franked ordinary dividend for the year
ended 30 June 2024 of 2.80 cents per share (approximately $8,747,904).
Other
Other than the events disclosed above, to the directors’ knowledge, no matter or circumstance has arisen since the end of the financial
year that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or
the state of affairs of the consolidated entity in future financial years.
Lindsay Australia Limited | Annual Report 2024 | Consolidated Entity Disclosure Statement
73
Consolidated Entity Disclosure Statement
About
This statement has been prepared using supporting documentation which includes company registration data and information provided
to tax authorities up to 30 June 2024. All Australia tax entities detailed below are members of the Lindsay Australia Limited tax
consolidation group.
Name
Type of entity
Country of
incorporation
Ownership
interest (%)
Country of tax
residence
Lindsay Australia Limited
Body corporate
Australia
N/A
Australia
Lindsay Brothers Holdings Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Transport
Body corporate
Australia
100%
Australia
Lindsay Brothers Management Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Brothers Fuel Services Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Brothers Hire Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Brothers Plant & Equipment Pty Ltd
Body corporate
Australia
100%
Australia
P & H Produce Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Rural Pty Ltd
Body corporate
Australia
100%
Australia
Skinner Rural Pty Ltd
Body corporate
Australia
100%
Australia
Croptec Fertilizer and Seeds Pty Ltd
Body corporate
Australia
100%
Australia
Lindsay Fresh Logistics Pty Ltd
Body corporate
Australia
100%
Australia
WB Hunter Pty Limited
Body corporate
Australia
100%
Australia
Lindsay Australia Limited | Annual Report 2024 | Directors’ Declaration
74
Directors’ Declaration
The directors declare that:
1.
In the directors’ opinion, the consolidated financial statements and notes thereto, as set out on pages 29 to 72 are in
accordance with the Corporations Act 2001 including:
•
Complying with Australian Accounting Standards and the Corporations Regulations 2001; and
•
As stated in Note 2, the consolidated financial statements also comply with International Financial Reporting Standards;
and
•
Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024 and of its performance
for the year ended on that date.
2.
In the directors’ opinion, the consolidated entity disclosure statement required by subsection 295(3A) of the Corporations Act
2001 is true and correct.
3.
In the directors’ opinion there are reasonable grounds, at the date of this declaration, to believe that the Group will be able to
pay its debts as and when they become due and payable.
At the date of this declaration, Lindsay Australia Limited and certain wholly-owned subsidiaries (collectively referred to as “the closed
group”) are parties to a deed of cross guarantee pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
Under the deed of cross guarantee, each entity (in the closed group) guarantees to each creditor (of any entity in the closed group)
payment in full of any debt.
In the directors’ opinion there are reasonable grounds, at the date of this declaration to believe that Lindsay Australia Limited and the
other parties to the deed of cross guarantee (as disclosed in note 32 to the consolidated financial statements will, as a group, be able to
meet any liabilities to which they are, or may become, subject because of the deed of cross guarantee.
This declaration has been made after receiving the declarations required to be made by the chief executive officer and chief financial
officer to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2024.
This declaration is made in accordance with a resolution of the directors.
Ian M Williams
Chair of Directors
Brisbane, Queensland
22 August 2024
Level 38, 345 Queen Street
Brisbane, QLD 4000
Postal address
GPO Box 1144
Brisbane, QLD 4001
+61 7 3222 8444
pitcher.com.au
Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney
Nigel Fischer
Mark Nicholson
Peter Camenzuli
Jason Evans
Kylie Lamprecht
Norman Thurecht
Brett Headrick
Warwick Face
Cole Wilkinson
Simon Chun
Jeremy Jones
Tom Splatt
James Field
Daniel Colwell
Robyn Cooper
Felicity Crimston
Cheryl Mason
Kieran Wallis
Murray Graham
Andrew Robin
Karen Levine
Edward Fletcher
Robert Hughes
Ventura Caso
Tracey Norris
Pitcher Partners is an association of independent firms. An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme approved under Professional Standards
Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
Independent Auditor’s Report
To the Members of Lindsay Australia Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Lindsay Australia Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit and loss and comprehensive income, the consolidated statement of changes
in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial
statements including material accounting policy information, the consolidated entity disclosure statement and
the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (“the
Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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.
Lindsay Australia Limited | Annual Report 2024 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
75
Pitcher Partners is an association of independent firms. An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme
approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the
members of which are separate and independent legal entities.
Key Audit Matter
How our audit addressed the key audit matter
Impairment of goodwill
Refer to Note 17: Intangible Assets
At 30 June 2024 the Group’s balance sheet includes
goodwill and brand name intangible assets with an
indefinite useful life amounting to $19.926 million
and $2.565 million respectively, arising from
business combinations completed in the current and
previous financial years.
In accordance with AASB136 Impairment of Assets,
an annual impairment test is performed which
requires management to exercise judgement in
determining the key assumptions to calculate the
recoverable amount using a value-in-use model.
Key assumptions in the model include discount
rates, average gross margin, free cash growth rate
and terminal growth rate.
The key assumptions and a sensitivity analysis are
included in Note 17.
It is due to the use of management judgement in
determining the key assumptions that this is a key
area of audit focus.
Our procedures included, amongst others:
•
Understanding and evaluating the design
and implementation of management’s
processes and controls relevant to the
impairment of goodwill;
•
Assessing management’s determination of
the group’s cash-generating units and the
allocation of goodwill to cash-generating
units, based on our understanding of the
nature of the Group’s business and the
synergies expected to arise from the
business combination completed in the
current year;
•
Checking management’s calculations for
accuracy;
•
Critically assessing the reasonableness of
key assumptions, considering supporting
documentation and historic performance,
where available;
•
Performing sensitivity analysis on key
assumptions used in management’s
calculations to assess the level of
headroom available; and
•
Reviewing the adequacy of the Group’s
disclosures on goodwill impairment to
ensure compliance with Australian
Accounting Standards.
Business combinations
Refer to Note 36: Business Combinations
During the year the Group acquired 100% of the
issued capital of W.B. Hunter Pty Ltd for total
purchase consideration of $43.567 million.
Accounting for this transaction is a complex and
judgemental exercise, requiring management to
determine the fair value of acquired net assets.
As purchase consideration exceeded the acquisition
date fair value of net assets acquired, goodwill of
$12.365 million was recorded.
It is due to the size of the acquisition and the
estimation process involved in accounting for it that
this is a key area of audit focus.
Our procedures included, amongst others:
•
Understanding and evaluating the design
and implementation of management’s
processes and controls relevant to
accounting for the business combination
and associated fair value estimates;
•
Reading the share purchase agreement to
understand key terms and conditions;
•
Evaluating the assumptions and
methodology used by management in
determining the fair values of net assets
acquired;
•
Completing audit procedures to obtain
sufficient appropriate audit evidence over
the balance sheet of W.B. Hunter Pty Ltd as
at the date of the business combination;
•
Assessing the adequacy of the Group’s
disclosures in respect of business
combinations.
Lindsay Australia Limited | Annual Report 2024 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
76
Pitcher Partners is an association of independent firms. An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme
approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the
members of which are separate and independent legal entities.
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 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
(i) the financial report (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
(ii) 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
Lindsay Australia Limited | Annual Report 2024 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
77
Pitcher Partners is an association of independent firms. An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme
approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the
members of which are separate and independent legal entities.
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 27 of the directors’ report for the year
ended 30 June 2024. In our opinion, the Remuneration Report of Lindsay Australia Limited, for the year
ended 30 June 2024, complies with section 300A of the Corporations Act 2001.
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.
PITCHER PARTNERS
JASON EVANS
Partner
Brisbane, Queensland
22 August 2024
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Lindsay Australia Limited | Annual Report 2024 | Corporate Governance Statement
79
Corporate Governance Statement
Introduction
The Board of Directors of Lindsay Australia Limited (the ‘Company’) is responsible for the corporate governance of the consolidated
entity being the Company and its related companies. The board guides and monitors the business and affairs of Lindsay Australia
Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
Lindsay Australia Limited’s Corporate Governance Statement is structured with reference to the Corporate Governance Council’s
principles and recommendations 4th Edition. Lindsay Australia Limited’s Corporate Governance practices recognise the Company’s
market capitalisation and the complexity of its operations.
For further information on corporate governance policies adopted by Lindsay Australia Limited, refer to our website:
www.lindsayaustralia.com.au
The following governance related documents can be found on the Lindsay Australia Limited website at
https://lindsayaustralia.com.au/corporate-governance
a)
Constitution;
b)
Corporate Governance Charter, inclusive of the Board Charter and Committee Charters;
c)
Code of Conduct;
d)
Securities Trading Policy;
e)
Continuous Disclosure Policy;
f)
Shareholder Communications and Shareholder Meetings Policy;
g)
Risk Management Policy;
h)
Diversity Policy;
i)
Whistleblower Protection Policy;
j)
Anti-Bribery and Corruption Policy; and
k)
Modern Slavery Statement.
Contents
Principle 1
80
Principle 2
82
Principle 3
83
Principle 4
84
Principle 5
85
Principle 6
86
Principle 7
87
Principle 8
88
Lindsay Australia Limited | Annual Report 2024 | Corporate Governance Statement
80
Principle 1
Lay solid foundations for management and oversight.
Recommendation 1.1
A listed entity should have and disclose a board charter setting out:
a)
the respective roles and responsibilities of its board and management; and
b)
those matters expressly reserved to the board and those delegated to management.
During the 2024 Financial Year the Company was governed in accordance with its Corporate Governance Charter adopted by the
board. The Corporate Governance Charter is published on the Company’s website.
The Corporate Governance Board Charter reserves specific powers for the board. Functions not reserved to the Board are delegated to
the Chief Executive Officer (CEO). The CEO is accountable to the board.
Recommendation 1.2
A listed entity should:
a)
undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a
director; and
b)
provide security holders with all material information in its possession relevant to a decision on whether or not to elect or
re-elect a director.
The Company undertakes appropriate checks and evaluation before appointing or re-appointing a director or senior executive including
putting forward a candidate for election as a director.
The Corporate Governance Charter outlines the process for appointment and retirement of members of the board including the
provision of relevant information to security holders.
Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
The Company has entered into written appointment letters and agreements with directors and senior executives, these documents
together with the Corporate Governance Charter outline roles, responsibilities and expectations.
Recommendation 1.4
The Company Secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
Each Company Secretary has access to all directors and the primary function is to assist and advise the board on governance matters
and compliance with internal processes and policies. The role of the Company Secretary is outlined in the Board Charter which support
the recommendations. The Company Secretary’s appointment and engagement terms reflect the requirements of the
recommendations.
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81
Recommendation 1.5
A listed entity should:
a)
have and disclose a diversity policy;
b)
through its board or a committee set measurable objectives for achieving gender diversity in the composition of its board,
senior executives and workforce generally; and
c)
disclose in relation to each reporting period:
1. the measurable objectives set for that period to achieve gender diversity;
2. the entity’s progress towards achieving those objectives; and
3. either:
A.
the respective proportions of men and women on the board, in the senior executive positions and across the whole
workforce (including how the entity has defined “senior executive” for these purposes); or
B.
if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in and published under that Act.
The Diversity Policy is published on the Company’s website. The board has established the following objectives in relation to gender
diversity (refer to table below). The intention is to achieve the objectives over time as positions become available. There are no women
on the board currently. The Company is actively promoting measures to attract females to its workforce and increase the percentage of
women in the workforce and in management positions.
The board maintains full transparency of board processes, reviews and appointments and encourages gender diversity. The board
notes that while some positions within the Company have perceived time and physical demands that may make these jobs traditionally
unattractive to women, these issues are being addressed.
Objective
2024
2023
Percentage of women in Company’s workforce
15%
14%
12%
Percentage of women in management positions
20%
12%
11%
Recommendation 1.6
A listed entity should:
a)
have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors;
and
b)
disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process
during or in respect of that period.
The Company has adopted processes concerning the evaluation and development of the board, board committees, individual directors
and the CEO. Processes include an internal board review and assessment. The Corporate Governance Statement outlines the
Company’s disclosed skills criteria for directors, refer to Recommendation 2.2.
During the 2023 financial year, an internal board performance assessment was performed and reviewed, the board assessment criteria
itself was also reviewed.
Recommendation 1.7
A listed entity should:
a)
have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
b)
disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process
during or in respect of that period.
The Company’s Corporate Governance Charter details the procedures for performance reviews and evaluation. Senior executives are
subject to formal/informal evaluations against individual performance and business measures either on an ongoing or annual basis or
both. The CEO is responsible for these reviews.
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Principle 2
Structure the board to be effective and add value.
Recommendation 2.1
The board of a listed entity should:
a)
have a nomination committee which;
1.
has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose;
3.
the charter of the committee;
4.
the members of the committee; and
5.
as at the end of each reporting period, the number of times the committee met throughout the period and the
individual attendances of the members at those meetings; or
b)
if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession
issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity
to enable it to discharge its duties and responsibilities effectively.
The board believes that due to the Company’s size, the board can undertake all functions that would be delegated to a nomination
committee and therefore a nomination committee has not been established as it would result in unnecessary duplication. The Corporate
Governance Charter contains procedures for the appointment of directors and procedures to be followed for a nomination committee,
which are discharged by the board. The Board Charter also outlines the requirements for the composition of the board which includes
an independent director as chair who also presides over nomination type matters.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to
achieve in its membership.
The Company’s objective is an appropriate mix of skills, experience and personal attributes relevant to the board in discharging its
responsibilities.
Leadership and Governance
Technical and Operations
Business, Finance and Risk
Publicly listed company experience
Road and rail logistics experience
Legal and regulatory compliance
Leadership
Agriculture industry experience
Finance, accounting and audit
Strategy
Human resources
Risk management
Corporate Governance
Government, policy and stakeholder management Capital markets
Health, safety and environment
Merger and acquisitions
Recommendation 2.3
A listed entity should disclose:
a)
the names of the directors considered by the board to be independent directors;
b)
if a director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance
Principles and Recommendations but the board is of the opinion that is does not compromise the independence of the
director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion;
and
c)
the length of service of each director.
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83
Appointment
Director
Status
Date
Length of Service
Interest/Association
R L Green
Non-Executive
Independent Director
26/08/2019
4 years (as at 26/08/2023)
I M Williams
Non-Executive
Independent Director
03/09/2021
2 years (as at 03/09/2023)
Current Board Chair
M R Stubbs
Non-Executive
Independent Director
03/09/2021
2 years (as at 03/09/2023)
S P Cantwell Non-Executive
Independent Director
17/12/2021
2 year (as at 17/12/2023)
Recommendation 2.4
The majority of the board of a listed entity should be independent directors.
The Company complies with this recommendation, with all four directors considered to be independent directors as outlined above in
recommendation 2.3.
The board considers the current composition of the board has an appropriate blend of skills and experience relevant to the Company’s
business. The board will assess independence when any new appointments are made.
Recommendation 2.5
The chair of the board of a listed entity should be an independent director and should not be the same person as the CEO of the entity.
Mr I M Williams an independent director is the current chair. Mr C J McDonald is the CEO and is not the chair nor a director.
Recommendation 2.6
A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing
directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors
effectively.
The board assumes responsibility for new board member induction, education and development. The Corporate Governance Charter
requires new directors to be provided with relevant information, induction and opportunities for training, and the opportunity to take
independent advice at the expense of the Company.
Principle 3
Instil a culture of acting lawfully, ethically and responsibly.
Recommendation 3.1
A listed entity should articulate and disclose its values.
The corporate values are disclosed on the Company’s website at https://lindsayaustralia.com.au referred to as the “Lindsay Way” they
are:
•
Safety Always;
•
People Focused;
•
Value Family;
•
Community Supportive;
•
Customer and Supplier Orientated; and
•
Industry Innovators.
Recommendation 3.2
A listed entity should:
Lindsay Australia Limited | Annual Report 2024 | Corporate Governance Statement
84
a)
have and disclose a code of conduct for its directors, senior executives and employees; and
b)
ensure that the board or a committee of the board is informed of any material breaches of that code.
The Code of Conduct and Corporate Governance Charter are disclosed on the Company’s website and outlines a broad range of
conduct related matters which apply to directors, officers, employees and contractors of the Company. Any material breaches are
reported to the board.
Recommendation 3.3
A listed entity should:
a)
have and disclose a whistleblower policy; and
b)
ensure that the board or a committee of the board is informed of any material incidents reported under that policy.
The Whistleblower Policy is disclosed on the Company’s website and demonstrates the commitment of the Company to appropriate
standards of behaviour and good corporate governance. The policy outlines the processes for making reports regarding certain
conduct. The Company has engaged a third-party independent service provide to receive any such reports offering independent
integrity to the process. Any material incidents are reported to the board.
Recommendation 3.4
A listed entity should:
a)
have and disclose an anti-bribery and corruption policy; and
b)
ensure that the board or a committee of the board is informed of any material breaches of that policy.
The Anti-Bribery and Corruption Policy is disclosed on the Company’s website and demonstrates and supports high level of
accountability and integrity in the manner in which the Company conducts its business affairs. The policy provides a key framework for
the conduct of business. Any material breaches are reported to the board.
Principle 4
Safeguard the integrity of corporate reports.
Recommendation 4.1
The board of a listed entity should:
a)
have an audit committee which:
1.
has at least three members, all of whom are non-executive directors and a majority of whom are independent
directors; and
2.
is chaired by an independent director, who is not the chair of the board,
and disclose;
3.
the charter of the committee;
4.
the relevant qualifications and experience of the members of the committee; and
5.
in relation to each reporting period, the number of times the committee met throughout the period and the individual
attendances of the members at those meetings; or
b)
if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard
the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the
rotation of the audit engagement partner.
The board has established an audit and risk committee, which operates under a charter approved by the board. The charter is
contained in the Company’s Corporate Governance Charter.
The chair of the committee is Mr M R Stubbs, an independent director. The members of the committee and their details, the number of
meetings and attendances are contained in the Directors’ Report to the Annual Report and disclosed on the Company’s website. All
members of the audit and risk committee are non-executive directors. There is a majority of independent directors on the committee.
The board has delegated the responsibility for the establishment and maintenance of a framework of internal controls and ethical
standards for the management of the consolidated entity to the audit and risk committee.
It is the board’s responsibility to ensure that an effective internal control framework and risk identification process exists within the
entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the
safeguarding of assets, the maintenance of proper accounting records, and reliability of financial information as well as non-financial
considerations such as the benchmarking of operational key performance indicators.
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85
The committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the
financial reports.
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of
the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is
operating effectively.
In respect of the relevant financial reporting period the Company’s CEO and CFO provide the board with a declaration in accordance
with S.295A of the Corporations Act which is consistent with Recommendation 4.2.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
The Company currently discloses the annual Directors Report as part of the Annual Report, the annual and half yearly financial
statements. These reports are all subject to the auditor review and sign-off in accordance with the Corporations Act. The Company has
not released any other periodic report in the 2024 Financial Year. The Company has sufficient expertise and resources, both human
and systems to verify and validate the accuracy of information released to the market.
The Company’s auditor is represented at the Annual General Meeting and is available to answer questions from security holders in
accordance with the requirements of the Corporations Act.
Principle 5
Make timely and balanced disclosure.
Recommendation 5.1
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1.
The Company has adopted a Continuous Disclosure Policy and has complied with the continuous disclosure requirements of Chapter 3
of the Australian Securities Exchange Listing Rules during the 2024 Financial Year. The Corporate Governance Charter contains
additional requirements. Relevant market disclosures are reviewed by the board and at board meetings. These processes enable
shareholders and stakeholders to receive information issued by the Company in a timely and appropriate manner.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.
All material Company announcements are approved by the board of directors. Release to the market of material announcements such
as periodic reports are confirmed to the board.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on
the ASX Market Announcements Platform ahead of the presentation.
All material Company announcements including investor related presentations are transparent and approved by the board of directors
and released to the market ahead of the presentation.
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Principle 6
Respect the rights of security holders.
Recommendation 6.1
A listed entity should provide information about itself and its governance to investors via its website.
The Company provides information about itself and its governance via its website which is available to investors and stakeholders. The
Company commits to updating its website with relevant information regarding operations and activities and the Company uses other
social media platforms to further provide information. The website provides details of the key business divisions, copies of recent
annual reports, other relevant publications, disclosures and investor information. The specific governance related codes and policies
contained on the Company website are outlined at the beginning of this Corporate Governance Statement.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates effective two-way communication with investors.
The Company’s Shareholder Communications and Shareholder Meetings Policy supports the boards processes for investor relations.
Information is communicated to investors via:
•
Periodic reports being the annual and half-year reports;
•
ASX announcements;
•
Annual General Meetings;
•
The Company website; and
•
Investor briefings and disclosure of material relating to such briefings.
The board encourages attendance at the meetings and is also available to shareholders at the general meetings. General meetings are
set well in advance of their scheduled date to facilitate maximum attendance by shareholders. Investors may communicate directly with
the Company in person or electronically via the Company’s website.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.
The Shareholder Communications and Shareholder Meetings Policy supports the boards processes for investor relations. The board
encourages attendance at meetings to ensure accountability to shareholders and to address all matters relevant to shareholders
including Company performance and strategy.
The Company’s notice of meetings are clear, concise and effective. All general meetings of the Company allow shareholder
participation and the opportunity to ask questions directly of the board prior to a poll or vote.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show
of hands.
Resolutions conducted at Annual General Meetings or other General Meetings of the Company are conducted by a poll, enabling the
Company to evidence the decisions and determinations of shareholders accurately and effectively.
Recommendation 6.5
A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its
security registry electronically.
The Company’s share registry is maintained and visible electronically through Computershare Limited and a link is provided on the
Company’s website. Contact information for Computershare Limited is also provided in the Company’s Annual Report. Security holders
can also contact the Company electronically via the Company’s website.
Lindsay Australia Limited | Annual Report 2024 | Corporate Governance Statement
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Principle 7
Recognise and manage risk.
Recommendation 7.1
The board of a listed entity should:
a)
have a committee or committees to oversee risk, each of which:
1.
has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose
3.
the charter of the committee;
4.
the members of the committee; and
5.
as at the end of each reporting period, the number of times the committee met throughout the period and the
individual attendances of the members at those meetings; or
b)
if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for
overseeing the entity’s risk management framework.
The board has established an audit and risk committee. The Charter is contained in the Company’s Corporate Governance Charter.
The chair of the committee is Mr M R Stubbs, an independent director.
The members of the committee, meetings and attendances are contained in the Directors’ Report to the Annual Report disclosed on the
Company’s website. All members of the audit and risk committee are non-executive independent directors.
The board has delegated the responsibility for the establishment and maintenance of a risk management framework, internal controls
and ethical standards for the management of the consolidated entity to the audit and risk committee.
It is the board’s responsibility to ensure that an effective internal control framework and risk identification process exists. This includes
internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the
maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the
benchmarking of operational key performance indicators.
The committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the
financial reports. The Board considers risks at each board meeting. The Board assesses risk and risk issues at each board meeting
described further under recommendation 7.2.
The Risk Management Policy and related risk framework document support the board’s initiatives to recognise and manage risk.
Recommendation 7.2
The board or a committee of the board should:
a)
review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the
entity is operating with due regard to the risk appetite set by the board; and
b)
disclose, in relation to each reporting period, whether such a review has taken place.
The board is responsible for the Company’s risk management framework with oversight through the audit and risk committee. Risks are
monitored on a regular basis and prevention or mitigation measures adopted as appropriate. The Company has undertaken a review
and implemented measures to improve the risk management framework by reference to industry standards.
Policies and procedures have been established in relation to a range of risks including asset maintenance, workplace health and safety
and inventory control. Details of financial risks are reviewed by the audit and risk committee and also provided in the Notes to the
Financial Statements in the Annual Report.
The Risk Management Policy and related risk framework documents support the board’s initiatives to recognise and manage risk.
The board has established the health safety and sustainability committee, details on meetings, membership and attendance are
contained in the Directors Report to the Annual report located on the Company’s website. It is the board’s responsibility to ensure that
the Company observes all regulatory compliance and to provide a safe workplace by identifying and managing risks in the workplace.
The board has delegated the responsibility for these functions to the health safety and sustainability committee.
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Recommendation 7.3
A listed entity should disclose:
a)
if it has an internal audit function, how the function is structured and what role it performs; or
b)
if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving
the effectiveness of its governance, risk management and internal control processes.
The Company does not have an internal audit function. The board considers that due to the relatively size of the Company such a
function would not be cost effective. Details of financial risks are provided in Notes to the Financial Statements. The board may engage
an independent third party to undertake the equivalent activities of internal audit at any time if it requires.
Recommendation 7.4
A listed entity should disclose whether it has any material exposure to environment or social risks and, if it does, how it manages or
intends to manage those risks.
The Company actively considers and monitors business and other environmental, social and governance type risks. Physical risks
associated with extreme weather events pose a risk to primary producers and supply chain related disruptions including impacts on
transport related infrastructure.
The Company actively assesses new vehicle and refrigeration related technologies by reference to actual or potential positive
environmental and social sustainability impact. The Company has commenced the process to deliver its first sustainability strategy
during CY2024.
The Company commits to supporting and respecting the protection of the internationally proclaimed human rights. The Company has
committed to providing transparency on any risks identified in its supply chain. In accordance with the Modern Slavery Act, the
Company published its annual Modern Slavery Statement which is available on the Company’s website.
The board has established the health safety and sustainability committee, details on meetings, membership and attendance are
contained in the Directors Report to the Annual Report located on the Company’s website. It is the board’s responsibility to ensure that
the Company observes all regulatory compliance, is proactive in achieving environmental outcomes consistent with sustainable
development, and to provide a safe workplace by identifying and managing risks in the workplace. The board has delegated the
responsibility for these functions to the health safety and sustainability committee.
Principle 8
Remunerate fairly and responsibility.
Recommendation 8.1
The board of a listed entity should:
a)
have a remuneration committee which:
1.
has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose
3.
the charter of the committee;
4.
the members of the committee; and
5.
as at the end of each reporting period, the number of times the committee met throughout the period and the
individual attendances of the embers at those meetings; or
b)
if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and
composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not
excessive.
The Company has established a remuneration committee. The remuneration committee has a formal Charter contained in the
Corporate Governance Charter on the Company’s website. The members of the committee, meetings and attendances are disclosed in
the Directors Report to the Annual Report disclosed on the Company’s website. The members of the committee include all the
independent directors of the board. The Chair of the committee is Mr R L Green, is an independent director.
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It is the Company’s objective to provide maximum security holder benefit from the retention of a high-quality board and executive team
and the Company aims to do so by remunerating directors and key executives fairly and appropriately with reference to relevant
employment market conditions. To assist in achieving this objective, the remuneration committee links the nature and amount of
executive directors’ and officers’ remuneration to the Company’s financial and operational performance. The key expected outcomes of
the remuneration structure are:
1.
Retention and motivation of key executives;
2.
Attraction of quality management to the Company; and
3.
Performance incentives which allow executives to share the rewards of the success of the Company.
For details on the amount of remuneration and all monetary and non-monetary components for each of the Executive Management
Personnel during the 2024 Financial Year and for all directors, refer to the Remuneration Report contained in the Directors’ Report in
the Annual Report. In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the board,
having regard to the overall performance of the Company and the performance of the individual during the period.
There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors. The board is
responsible for determining and reviewing compensation arrangements for the directors themselves and the CEO.
The remuneration policy is disclosed in the Remuneration Report contained in the Directors’ Report in the Annual Report. There were
no material changes to that policy during the 2024 Financial Year. The only direct link between remuneration and performance of the
Company for the CEO and senior executives is by the potential issue of options over shares under the Company’s Long Term Incentive
(Option) Plan. All current unquoted options issued to the CEO and senior executives are detailed in the Remuneration Report contained
in the Director’s Report in the Annual Report.
At any review the performance of the Company and the contribution by particular executives form part of the process. Details of the
remuneration of the directors and the Executive Management Personnel of the Group is disclosed in the Remuneration Report
contained in the Director’s Report in the Annual Report.
Recommendation 8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives.
Executives will be remunerated by way of salary and statutory superannuation. Senior Executives may participate in a performance
based incentive structure. The Company complies with the guidelines of the ASX Corporate Governance Council, specifically non-
executive directors do not receive options or bonus payments nor retirement benefits other than statutory superannuation. Refer also to
the Remuneration Report contained in the Directors’ Report in the Annual Report.
Recommendation 8.3
A listed entity which has an equity based remuneration scheme should:
a)
have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in the scheme, and
b)
disclose that policy or a summary of it.
The Company has an equity based incentive scheme approved by shareholders. Trading in Company securities is regulated by the
Securities Trading Policy disclosed on the Company’s website. Trading activities relating to any short-term or speculative gain is
prohibited.
Recommendation 9.1, 9.2 and 9.3
These recommendations do not apply to the Company.
Lindsay Australia Limited | Annual Report 2024 | Shareholder Information
90
Shareholder Information
Information relating to security holders as at 30 June 2024.
Distribution of Shareholders
Range
Number of Shareholders
Number of Shares
1- 1,000
682
413,956
1,001 – 5,000
1,392
3,964,937
5,001 – 10,000
762
6,151,210
10,001 – 100,000
2,007
69,027,685
100,001 and over
281
232,867,354
Total
5,124
312,425,142
Number of holdings less than a marketable parcel of shares – 315 (97,164 shares)
Top Twenty Shareholders
Name
Number of
Shares
% of Issued
Shares
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
50,750,000
16.24
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
29,362,863
9.40
BKI INVESTMENT COMPANY LIMITED
17,141,631
5.49
ANKLA PTY LTD
16,178,034
5.18
CITICORP NOMINEES PTY LIMITED
15,616,294
5.00
MR NICHOLAS BARRY DEBENHAM & MRS ANNETTE CECILIA DEBENHAM
7,558,981
2.42
MIRRABOOKA INVESTMENTS LIMITED
5,222,444
1.67
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
4,842,920
1.55
MR NICHOLAS BARRY DEBENHAM
4,734,185
1.52
W B HUNTER HOLDINGS PTY LTD
3,051,948
0.98
BNP PARIBAS NOMINEES PTY LTD
2,351,127
0.75
MS GRETA MARJORIE LINDSAY
2,328,551
0.75
W B HUNTER PROPERTIES PTY LTD
2,194,805
0.70
MANDEL PTY LTD
2,125,000
0.68
ANCHORFIELD PTY LTD
1,750,000
0.56
MR FRED SALOME
1,550,000
0.50
SARGENTS CHARITY LIMITED
1,500,000
0.48
SHACK TIME PTY LTD
1,314,922
0.42
PEBADORE PTY LTD
1,300,000
0.42
MR DAVID WILLIAM HUNTER
1,246,753
0.40
Totals: Top 20 holders
172,120,458
55.11
Lindsay Australia Limited | Annual Report 2024 | Shareholder Information
91
Substantial Shareholders
The names of substantial shareholders who have notified the company in accordance with section 671B of the Corporations Act
2001 are:
Name
Date of Notice
Number of Shares % of Issued Shares
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
30/07/2024
49,875,000
15.96
PRIVATE PORTFOLIO MANAGERS PTY LTD (PPM) & IT’S
SUBSIDIARY PORTOLIO NOMINEES PTY LTD ON BEHALF OF
CLIENTS
21/06/2024
22,854,710
7.32
MIZIKOVSKY GROUP
03/04/2024
16,148,034
5.18
Voting Rights of Ordinary Shares
The holders of ordinary shares in the Group are entitled at any general meeting, either in person or by proxy, on a show of hands, to
one vote, and on a poll to one vote for each fully paid share.
On-market Buy Back of Shares
There is no current on-market buyback of shares.
Other Equity Instruments
Details
Quantity
Exercise Price
Unlisted share options over ordinary shares
Not vested (issued October 2021)
400,000
$nil
Unlisted share options over ordinary shares
Not vested (issued December 2022)
500,000
$nil
Unlisted share options over ordinary shares
Not vested (issued October 2023)
343,850
$nil
Unlisted share options over ordinary shares
Not vested (issued June 2024)
2,777,898
$nil
4,021,748