2 ABOUT MAAS
8 STRATEGIC FOCUS
10 FINANCIAL HIGHLIGHTS
12 CHAIRMAN’S LETTER
14 CEO REPORT
17 SUSTAINABILITY
29 OPERATING SEGMENTS
40 BOARD OF DIRECTORS
44 EXECUTIVE TEAM
46 FINANCIAL REPORT
47 CORPORATE DIRECTORY
48 DIRECTORS’ REPORT
70 AUDITOR’S INDEPENDENCE DECLARATION
72 CONSOLIDATED FINANCIAL STATEMENTS
77 NOTES TO THE CONSOLIDATED
143 DIRECTORS’ DECLARATION
144 INDEPENDENT AUDITOR’S REPORT
149 SHAREHOLDER INFORMATION
FINANCIAL STATEMENTS
ii | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 1
ABOUT MAAS
Our objective is to deliver returns to our shareholders by driving long-term
sustainable growth through strategic investment.
Maas is an ASX-listed Australian industrial service and real estate business
with diversified exposures across the property, civil, infrastructure and mining
sectors. As an organisation, we aspire to be genuine market leaders across our
five key operating segments – Construction Materials, Civil Construction & Hire,
Manufacturing & Equipment Sales, and Residential & Commercial Real Estate.
Our business is built on a solid foundation of values championed
at every level of our organisation.
We are proud of who we are and believe our commitment to
these core values differentiates us from our competitors.
Correct as at July 2023
1 Includes both operational and non-operational quarry assets
2 Includes Land Lease Communities, total lot yield indicative only and subject to development approvals
3 As at August 2023 GDV is an estimate of the value of the completed development at current prices. It is not adjusted for any increase
or decrease in values over the period or discounted back to the completion / valuation date. Includes exchanged land contract
Pictured: Maas headquarters, Dubbo NSW
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20+ YEARS
OF GROWTH
Over the past 20 years, Maas has grown from a small equipment hire company
based in Dubbo to a large, diverse ASX-listed corporation with global operations.
Our history and success as a company and the culture we have fostered
have laid the foundations of the business we are today and
the business that we aspire to be in the future.
2011-
2014
2015-
2018
Maas Properties
expands into Mudgee
—
Maas develops a
Maas Properties
leasehold quarry and
expands to include
establishes Regional
commercial
development
—
2008-
2010
Maas quickly expands,
Group Australia
servicing Tier 1 clients
—
Wes Maas purchases
projects such as
on several major
Bonneville Bypass,
Pacific and Hume
Maas restructures
into Sales, Plant
Maas purchases
and develops South
Hire and Civil Works
Keswick Quarry in
divisions
Dubbo
2002-
2007
first bobcat and
tipper truck, and
establishes Maas
Contracting
—
Highway upgrades
—
and the Wellington to
Maas acquires stake
Wollar Power Project
in underground
Team and plant grows
—
hardrock services
in response to rapid
Maas is successful
company, EMS Group
business growth
on several coal mine
—
—
expansion projects
Maas expands into
including Caval
Maas purchases
first residential
Ridge Coal Mines and
subdivision in Dubbo
various gas projects
and establishes Maas
Properties
small scale civil
construction
—
Maas wins major
earthworks packages
in Central and
Northern NSW
*Time period based on calendar years
2023
Maas enters the
asphalt market
by acquiring the
controlling stake in
Austek Roads
—
103 Prince Street,
Orange’s first
medium-density
housing development
granted development
approval
—
Ongoing growth and
expansion across all
operating segments
2021
Expansion into Central
QLD with acquisition
of Amcor Quarry and
Concrete and Amcor
Excavations
—
Purchase of Willow
Tree Gravel
—
Expansion of
Commercial
Properties division
through acquisition of
Spacey Self Storage,
Maas Construction,
Maas Plumbing,
Badgery’s Creek
development site
and David Payne
Constructions
—
2022
Acquisition of
additional quarry
and concrete assets
throughout QLD
—
Purchase of
residential subdivision
Ellida Estate,
Rockhampton
increasing lot pipeline
to ~8,000 lots
—
MGH banking
facilities increased
—
Expansion of Civil
Electrical capability
through acquisition of
Garde Services
—
Further expansion
into Central QLD with
purchase of Schwarz
2019-
2020
Maas establishes itself
in Orange with the
purchase of Hamcon
Civil and a residential
subdivision
—
Maas purchases
Macquarie Geotech
—
Maas acquires Forbes
and West Wyalong
quarries
—
Maas merges JLE
Maas Homes division
Excavations
—
Expansion into
Victoria through
acquisition of Dandy
Premix
—
MAAS Group
Holdings (MGH)
included in the S&P/
ASX 300 Index
and EMS
—
expands with
purchase of Brett
MAAS Group
Harvey Constructions
Holdings (MGH) lists
—
on the
Australian Stock
Exchange
Additional residential
land acquired in
Bathurst, Lithgow and
Griffith
—
Expansion into
concrete batching
with acquisition of
Inverell Aggregates
and Concrete and
Redimix Concrete,
Tamworth
—
Civil expansion with
acquisition of
A1 Earthworx
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Maas continues to strategically grow its asset portfolio along the east coast of
Australia. This growth supports our current regional and international operations.
Our geographical growth strategy enables us to leverage infrastructure expenditure, regional
population growth trends, and property demand and supply surplus. Through our Maas Hubs, we
efficiently deploy resources and materials to support investment in these projects and locations.
6 | MAAS Group Holdings (ASX: MGH) Annual Report
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Maas is firmly positioned
to deliver attractive returns
through the cycle
Pictured: Dandy quarry, Grantville VIC
STRATEGIC
FOCUS
STRATEGICALLY POSITIONED FOR
LONG-TERM GROWTH
Our investment framework is underpinned by a disciplined focus on return on
capital employed (ROCE). This is enabled through our strategic fundamentals:
Established and
growing tangible
asset base of $1.25bn
in regions benefitting
from multi-year
tailwinds
Aligned founder-led
team focused to be a
low cost provider in
each end-market
Proven track record
of organic growth
and accretive M&A
complemented by
prudent capital
allocation
Sharp focus on return on capital has
underpinned over 20 years of growth.
Founder-led culture ensures strong
alignment and a solid foundation of
success.
Our business is strategically positioned
to benefit from structural market
tailwinds.
Our integrated model provides a
competitive advantage in markets
where competition is typically sub-scale
and fragmented.
Maas has a strong capital position
providing flexibility.
Our management team is highly
committed, passionate and experienced
to support growth.
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FINANCIAL
HIGHLIGHTS
PROFORMA REVENUE
PROFORMA EBITDA
$801.0M
49%
Solid pipeline for FY24 and beyond
$163.1M
30%
High end of guidance range4
CASHFLOW CONVERSION5
TANGIBLE ASSETS6
88%
32%
Driven by disciplined working capital management
$1.25bn
54%
Residential land bank recognised
at historical cost ($15k/lot)
LEVERAGE RATIO7
SAFETY - LTIFR8
2.5x
Middle of target leverage range,
well within covenants (3.5x), strong asset backing
3.7
45.5%9
4 Tightened Guidance Range of EBITDA $150m-$165m, provided on 8 June 2023
5 % of Proforma EBITDA before fair value gains, land inventory investment and tax
6 100% of statutory tangible assets less 25% of Austek tangible assets
7 FY23 Australian borrowing group Net debt divided by FY23 Australian borrowing group EBITDA (includes add back of pre-
acquistion earnings)
8 Lost Time Injury Frequency Rate
9 Based on a Single-Day LTIFR. Previously reported as Five-Day LTIFR.
PROFORMA EBIT
$120.0M
27%
Including strong 2H growth
from existing businesses
STATUTORY NPAT
$65.5M
6%
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CHAIRMAN’S
LETTER
founder,
Wes Maas, our entrepreneurial
continues to lead the Group admirably. Wes
is supported by an experienced, stable, and
passionate management team. The team are
committed to maintaining the Company’s
distinctive and high-performance culture
and have an unwavering focus on creating
value for shareholders. This will remain a key
driver for the Company across every part of its
operations as it continues to grow.
The Company continued to enjoy
significant growth during the year,
through a combination of organic
business growth and strategic
acquisitions
Dear fellow Shareholders,
I’m delighted to provide MAAS Group
Holdings Annual Report for FY23 and reflect
on another successful year for our Company.
result
for FY23 of
The Company delivered a record proforma
EBTIDA
$163.1m
representing an increase of 30% from FY22
and an increase in net profit after tax of 6%
to $65.5m. The robust financial results are
particularly pleasing given the challenging
macroeconomic conditions, and significant
weather-related disruptions which impacted
operations.
Our ability to deliver in this environment
demonstrates the resilience of our business,
the quality of our assets, and our high-
performing culture, with all business segments
contributing to the successful result.
the
The Company continued to enjoy significant
growth during
through a
combination of organic business growth
and strategic acquisitions, particularly in the
Construction Materials and Civil Construction
and Hire segments.
year,
The integration of Dandy Premix, Austek,
and Schwarz Excavations into the Group has
enabled the Company to expand its operating
footprint and offering, enhance its vertical
integration capability, and provide a strong
platform for long-term growth.
The Company’s strong pipeline of work
and the significant investments made in
the Construction Materials and Property
segments, have the Company well placed
to again deliver earnings growth for FY24
and beyond. This, together with our capital
recycling program and capital management
initiatives, supports our strategy to set the
business up for long-term success and deliver
value creation to shareholders.
is essential
As a Company, we are guided by doing what
is right, and using our values as a touchstone.
We recognise that adopting sustainable
practices
long-term
success. The Company has maintained a safe
working environment and remains focused on
continual safety improvement encapsulated
by our Group-wide safety message, ‘Think
Safe, Act Safe, Look After Your Mate’.
for our
I want to thank my fellow Directors for their
support, effort, and commitment this year. I
also take this opportunity to acknowledge
the retirement of Stewart Butel. Stewart has
made an outstanding contribution to the
Maas Group board over the past three years.
Stewart retires with our sincere thanks and
best wishes.
I would also like to congratulate and thank
Wes and the executive team for their hard
work and dedication in delivering a successful
financial result and providing a strong
platform for continued growth. The efforts of
all Company staff, who are our greatest asset
and have been integral to our successful year,
are also acknowledged and appreciated.
Finally, thank you to our shareholders, many
of whom have been on the journey with Maas
since the IPO. While there has been enormous
progress since 2002, being founded by Wes in
Dubbo with a single bobcat, I am conscious
there is still more to be done. I look forward
to continuing to build a great Australian
business with you. Thank you for your
continued support.
Stephen Bizzell
Chairman - MAAS Group Holdings Limited
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Pictured: Austek Asphalt Plant, Luscombe QLD
Pictured: Dandy Premix, Dandenong VIC
The distinctive and high performing culture at
Maas is deeply ingrained within our organisation
and aligns closely with our core values
represent
acquisitions
materials segment with the acquisition of
Dandy Premix and Austek Asphalt. These
two
significant
opportunities for the Group to expand our
geographical footprint and product offering
in Victoria and Queensland. Both acquisitions
represent greater opportunity for long-term
growth as well as leverage from our other
areas of the business.
CEO
REPORT
Maas’ culture is defined by commitment
and care for the outcomes of our business
at every level of the organisation and our
reputation for doing what we say we will
do. This is again demonstrated in our FY23
performance. Despite the challenges faced
by many businesses in the past year, Maas
has achieved yet another year of growth. Our
net profit after tax reached $65.5M, marking
a 6% increase compared to the previous year.
This progress stems from a combination
of our strong pipeline of work and strategic
acquisitions in key segments, including Civil
Construction and Hire and Construction
Materials.
These results are a testament to the
exceptional team we have built and the
unwavering dedication of everyone across
our organisation. We remain committed
to delivering value to both our customers and
our communities, and I am extremely proud
of the efforts and resilience the Group has
exhibited this year.
FINANCIAL RESULTS AND
CAPITAL INVESTMENT
In FY23, the business achieved proforma
EBITDA of $163.1M. This result represents a
growth of 30% on the prior financial year and
is at the top end of the tightened guidance
range provided by Maas of $150M-$165M in
June 2023.
Growth has been achieved across four of our
five key operating segments despite some
challenging market conditions.
As a Group, we continued to grow through
in our construction
strategic
investment
We also further expanded our hub operations
in Central Queensland through the acquisition
of Schwarz Excavations. As experienced
contractors to the rail sector and with
significant synergies to our construction
materials segment, Schwarz
is a highly
complementary business supporting our
long-term growth objectives in the Central
Queensland market.
HARNESSING A HIGH-PERFORMING
CULTURE TO ACHIEVE GROWTH
is deeply
The distinctive and high-performing culture
at Maas
ingrained within our
organisation and aligns closely with our core
values. As our business has continued to
expand, we have made it a priority to preserve
the strong culture and guiding principles
upon which our company was founded.
Safety remains paramount to our success,
and
I am proud that our culture of
commitment and care extends to our safety-
first mindset. At Maas, we are committed
to our people and their safety. Our Health,
Safety and Environment Strategy focuses
on our people and risks, supported by our
systems. Through genuine consultation and
effective communication, we are dedicated to
achieving our safety objectives and ensuring
everyone goes home safely at the end of each
day.
Our people are our greatest asset. We
continue to invest in nurturing our existing
talent through training and development
to ensure a highly engaged workforce
committed to upholding our values. We also
remain committed to attracting new talent to
ensure the sustained growth of our business.
We remain actively
involved and deeply
rooted in the communities where we operate,
supporting charitable organisations,
local
sports clubs, and community
initiatives.
The communities that support us are of
great importance, and we are committed to
maintaining our active engagement with
them.
At Maas, we are a team, and we need the
support of each other to be able to achieve
our goals. I would like to thank everyone for
their commitment to the business, passion
in supporting us to grow. In
and focus
particular, I would like to acknowledge our
executive leadership team for carving the
path of success this year.
I thank the Board of Directors for their
invaluable guidance and support over the
past year as we have driven the company
forward.
Lastly, I extend my thanks to our shareholders
for their trust and confidence in our company
throughout the course of the past year. I
assure you of my continued dedication to
fostering the company’s growth and fulfilling
our commitments. I am excited by the future,
forward-thinking and
as Maas
continuously challenges the status quo to
achieve our goals and deliver results for our
shareholders, employees, customers, and
communities.
remains
Wes Maas
Chief Executive Officer (CEO)
& Managing Director
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Maas is respectful of its social
licence to operate and is committed
to a sustainable future. We recognise
‘doing good’ is important not just
for what we do today, but so we
can continue to grow and succeed
in the future. Adopting responsible
practices in safety, our people and
communities, environment and
climate, and governance is essential
for our long-term success.
Pictured: Macquarie Geotech at Inland Rail site, Narromine NSW
16 | MAAS Group Holdings (ASX: MGH) Annual Report
PEOPLE
RISK MANAGEMENT
SYSTEMS
Creating a safety culture that
empowers people to take
ownership and look out for
is critical. Our
each other
safety slogan, “Think Safe, Act
Safe, Look After Your Mate”, is
designed to focus our people
safe behaviours and
on
mindset. Through the slogan
and regular safety initiatives,
we unify our team and ensure
safety is at the forefront of
everything we do.
risk-based approach
By implementing Critical Risk
taking
Standards, we are
a
to
controls and
establishing
defences that mitigate unsafe
practices and behaviours in
the workplace. The Critical
Risk Standards are identified
through our policies and
procedures and are managed
by our engaged leadership
through
team each day
toolbox talks, take five’s and
ongoing safety improvement
initiatives.
designed
standards
Our WHS management systems
are designed to protect workers
from harm and ensure legislative
compliance and the highest
through
safety
protocols
and
implemented in accordance
with the specific needs of our
business. Through ongoing
evaluations and continuous
improvement,
our WHS
management systems will
continue to evolve into one
that supports the business we
are today and the business we
will be in the future.
Our commitment to our people’s safety
and well-being is paramount to our
success as an organisation. We want to
see our people return home safely at the
end of each day.
We have developed a Health and Safety
Strategy that is being executed alongside
our Work, Health & Safety (WHS) management
systems, policies and procedures to ensure
the best possible safety outcomes.
The key pillars of our Health and Safety
Strategy are supported by genuine
consultation that empowers our people to
take ownership of their work environment
and contribute solutions to uphold Maas’
health and safety standards. In addition, we
ensure ongoing communication facilitates
leadership,
engaged and accountable
creating trust across our workforce.
LOST TIME INJURY FREQUENCY RATE
Our single-day LTIFR trend continued to decrease from 6.8 in FY22 to 3.7 in FY2310. This is a
decrease of 45.5% and demonstrates the success of our safety strategy and the culture of safety
that has been embedded across the organisation.
45.5%
decrease
7
6
5
4
3
2
1
FY22
FY23
Single-Day LTIFR
10 LTIFR figures based on single day lost from a work-related injury or illness. Previously reported as a Five-Day LTIFR.
18 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 19
OUR PEOPLE
Our people are our greatest asset. At Maas, we invest in their training and
development to ensure that we have a skilled and engaged workforce
committed to upholding our values of commitment to customers, leadership,
teamwork, trust, candour and ownership.
In the past 12 months, our workforce has continued to grow. Now, with
approximately 1,800 teammates across Australia and Vietnam, we remain
committed to implementing programs and initiatives that enable our team to
thrive professionally and personally.
CULTURE, REWARD &
RECOGNITION
At Maas, we are proud of our culture of
commitment and care. We expect everyone
in the business to show commitment and
care for themselves and those around them.
In return, we demonstrate the same through
programs and initiatives that reward and
recognise the behaviours and expectations of
our culture.
Through regular culture initiatives, including
staff events, fundraisers and social activities,
we aim to create a sense of teamwork and
belonging across all areas of the organisation.
We have also introduced a monthly Values
Awards program
those
demonstrating our organisational values.
This is in addition to our formal Short-Term
Incentive program, which rewards staff
through annual bonuses for achieving their
role and performance KPIs.
rewards
that
implemented an equity-
Maas has also
based Long Term Incentive Program (LTIP)
to incentivise participants to act as owners,
aligning their interests with shareholders
over the long term.
PROFESSIONAL
DEVELOPMENT
& TRAINING
At Maas, we remain committed to ‘growing
our own’ through external training and
development opportunities and
internal
mentorship or on-the-job learning programs.
In FY23, we employed 66 trade apprenticeship
including
positions across
sponsoring
in accredited
programs.
the Group,
trainees
27
LEADERSHIP
A key focus for Maas in FY23 has been the
rollout of an externally facilitated leadership
program. This program has been curated
to support managers and people leaders to
align around an ‘organisation first’ mindset.
The Maas Executive Leadership team has
designed the program and rolled it out to
more than 130 managers across the business.
Through this program, Maas aims to ensure
that our culture
is further enabled and
supported by the appropriate leadership skills
and abilities that will enable us to achieve our
growth objectives.
Pictured: Redimix Machine Operator, Kim, Tamworth NSW
DIVERSITY & INCLUSION
We support improved diversity and inclusion
outcomes at Maas with a genuine, fit-for-
company approach. While we acknowledge
that there is room for improvement, we have
made progress in FY23, and our workforce is
representative of the industries in which we
operate.
Our Senior Executive team is represented
by 31% female leadership. In FY23, we have
actively worked to
improve our diversity
outcomes and participation across the Group,
including promoting several senior females
into leadership roles across the organisation.
We remain committed to further improving
representation across the Group, promoting
a critical diversity of thought across the
organisation.
to
remain committed
We
supporting
Indigenous participation across the Group.
Through partnerships with organisations,
including the Clontarf Foundation, we support
young indigenous people in apprenticeship
and employment opportunities. We have also
signed a Memorandum of Understanding
(MOU) with the NSW Government to support
from
indigenous people being released
15% Female Participation
31% Female participation as
Senior Executives
3.9% Indigenous Participation11
prison in Central West NSW into training and
employment opportunities. Through this
program, we will not only create immediate
employment opportunities within the Group,
but also support our communities in reducing
the rate of reoffence by creating purpose
and financial independence for indigenous
people in our community.
Islander people
In Rockhampton, we work with Indigenous
WorkStars to place Indigenous and Torres
Strait
into meaningful
employment opportunities across our Civil
projects. In the last six months, we have
employed seven people through this program
with plans to further extend our engagement
over the coming year.
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MAAS Group Holdings (ASX: MGH) Annual Report | 21
11 Indigenous participation figures based on employees who have voluntarily identified themselves as Aboriginal or Torres Strait
Islander upon employment
Pictured: Maas Residential Properties team at the Macquarie Titan Mud Run 2023, Dubbo NSW
OUR
COMMUNITIES
Fundamental to our business are the communities in which we operate, and
we are committed to helping to make them better, more sustainable and
thriving places for those that live there today and in the future.
Our local communities are
integral to our success, and we
are committed to supporting
them in the most meaningful
way possible
Wes Maas, Maas Group CEO
In our day-to-day operations, we do this by developing authentic communities that enhance the
lifestyle of those living there and those that visit. We plan places that encourage active living and
promote the natural environment. We also invest in community and shared facilities that allow
people to meet and come together.
Outside of our day-to-day operations, we are proud to support initiatives representing who we
are as an organisation, our team and local communities’ values. Our focus in FY23 has been on
supporting children’s and mental health charities, local community and sporting groups, and
initiatives that support economic and social outcomes at a grassroots level.
• Dolly’s Dream: As our national charity of
choice for FY23, Maas raised over $16,000 to
support young people and their families in
addressing the impact of bullying, anxiety,
depression and youth suicide through
education and awareness-raising initiatives.
Looking forward to FY24, we seek further
opportunities to partner with Dolly’s Dream
to grow our contribution to this cause.
• Dubbo Regional Theatre & Convention
Centre (DRTCC): Maas Group is a proud
Centre Stage sponsor of the DRTCC,
a critical pillar of the arts and culture
community in the Dubbo region. Through
our sponsorship, DRTCC has funded and
supported major cultural shows and events
for the community, including bringing the
Sydney and Melbourne Comedy Festival to
the region and prominent performing and
musical artists.
• The Clontarf Foundation: We are proud
to have a long-term partnership with the
Clontarf Foundation – supporting education,
life skills, self-esteem and employment
prospects of young Aboriginal and Torres
Strait Islander men across regional Australia.
• Dubbo Macquarie Titan Mud Run: Maas
has been the major sponsor of the Dubbo
Macquarie Titan Mud Run for over 10 years.
This significant community event in Dubbo
draws large groups of locals, promoting
physical and mental health and well-being
while raising funds to build community
sports infrastructure and facilities.
• Community sport and clubs: Maas Group
have a strong connection to our communities
through local sporting initiatives and clubs,
including:
− Dubbo CYMS and St. Johns
Junior Rugby League
− Rockhampton Capras training
and development program
− Wellington Wedgetails
− Inverell Minor League
− Dunedoo Football Club.
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MAAS Group Holdings (ASX: MGH) Annual Report | 23
Our sustainable asphalt
product, Carbonphalt, is
produced using carbon
char extracted from
recycled vehicle tyres
Pictured: Austek Asphalt plant, Luscombe QLD
ENVIRONMENT
& CLIMATE
Maas remains dedicated to its journey of minimising environmental and
climate-related impacts.
The business has several initiatives underway across the Group to reduce
adverse environmental impacts and transition to low-carbon products. In
FY23, new initiatives included:
• Hybrid Hydrogen fuel replacement trial:
Working
in partnership with Australian
company HYDI, Maas commenced a hybrid
hydrogen fuel system trial in a selected
fleet. The use of hydrogen as a fuel has
environmental benefits related to reduced
fuel usage and reduces carbon monoxide
and particulate matter emissions. The
trial has already realised fuel savings to
the Company of approximately $0.13 per
kilometre, with further analysis of emissions
data to be completed as the trial rollout
continues across other heavy vehicle
applications.
• Sustainable Asphalt: Our
sustainable
asphalt product, Carbonphalt, uses carbon
char extracted from recycled vehicle tyres. It
offers improved performance as an asphalt
product, and for each tonne produced,
10 vehicle tyres are removed from waste
landfills and repurposed into roads. As
the manufacturing process recycles 100%
of each tyre, this removes a significant
contributor from landfill, with an estimated
56 million tyres12 awaiting disposal at sites
in Australia. The Austek asphalt plant also
uses recycled tyre derived fuel (Zeroad)
as its primary fuel source (as opposed to
diesel). Austek is the first plant in Australia
to implement this innovation. The use of the
recycled tyre fuel and Recovered Carbon
Black reduces the embodied carbon by
up to 24% compared to a standard asphalt
plant.
• Recycling in concrete production: Maas
continues to implement ways to reduce
the environmental
impact of concrete
production. Returned concrete is either
used to manufacture products that have
uses across our construction and quarrying
businesses, crushed and sold as a recycled
aggregate for use in road or other civil
construction, or reprocessed through the
plant. This avoids placing waste concrete in
landfill. By-products from the burning of coal
for electricity production, referred to as fly
ash, are used to supplement cement as the
cementitious agent in concrete production,
reducing the reliance on production and
supply of cement. This reduces the net
emissions of greenhouse gas associated
with concrete production. Where possible,
manufactured sand is used in preference
to natural sand. This maximises the use
of already extracted rock and reduces
the reliance on the excavation of natural
sand. Further, water management of each
concrete plant is maximised to capture
and reuse any water not retained within
the batched concrete or concrete products.
This reduces the total volume of
‘raw’
water required for each tonne of concrete
manufactured.
includes, where
impacts as part of
The Company aims to reduce adverse
environmental
its
Environmental Management Framework.
This
feasible, using
alternative fuels, diverting waste from landfill
to beneficial uses, improving the energy
increasing water
efficiency of operations,
use efficiency, the responsible sourcing of
products, and progressive rehabilitation and
responsible use of buffer land. The Company:
• Considers environmental management as
part of its decision-making processes;
• Assigns accountability for environmental
individuals within the
performance to
business;
• Engages with all stakeholders
(clients,
communities, competitors and regulators)
issues and
to better understand key
foster a culture of continual environmental
improvement; and
• Uses appropriate controls to,
in order
of priority, avoid, reduce, and mitigate
environmental
impacts and promote
sustainable use of resources.
We intend to extend our current initiatives to innovate and drive sustainable
development for long-term value for our stakeholders.
The Group recognises and supports the growing interest of our stakeholders concerning the
potential risks and opportunities posed to our business and the broader sector due to climate
change and the global transition towards a lower carbon economy. In 2024 we expect to
demonstrate targets and a pathway towards improving our energy efficiency and reducing our
own carbon footprint as well as support the national decarbonisation agenda. The pursuit of such
future targets in all business segments will translate into meaningful shareholder value.
The Board is currently developing a roadmap to meet future sustainability reporting requirements
in accordance with the International Sustainability Standards Board first two IFRS Sustainability
Standards.
12 Based on data from 2021
24 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 25
GOVERNANCE
Sustainability presents both challenges and opportunities for Maas. The Board
and Executive are committed to actively managing our risks and opportunities,
essential for long-term sustainable performance.
In the second half of 2023, the Health, Safety, and Environment Committee will be renamed to
the Health, Safety, Environment and Sustainability (HSES) Committee to reflect our maturing
commitment to sustainability. In addition to its current role, the HSES Committee will advise and
assist the Board in relation to corporate social responsibility and sustainability.
The Executive recognises that sustainability is a fundamental component of our operations and
is focused on implementing continuous improvement in sustainability.
Maas has adopted the ASX Corporate Governance Principles and Recommendations (4th edition)
(“ASX Recommendations”) to the extent appropriate for the size, nature and maturity of the Group’s
operations. Maas has prepared a statement that sets out the corporate governance practices
that were in operation during the year and have identified any of the ASX Recommendations
which have not been followed and, where appropriate, provides reasons for not following the ASX
Recommendations. The Group’s Corporate Governance Statement and policies are available on
our website at:
https://investors.maasgroup.com.au/investor-centre/?page=corporate-governance
26 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 27
Pictured: Peter Hewson and Damien Porter
CONSTRUCTION MATERIALS
CIVIL CONSTRUCTION & HIRE
MANUFACTURING &
EQUIPMENT SALES
RESIDENTIAL REAL ESTATE
COMMERCIAL REAL ESTATE
Pictured: Redimix batch plant, Dubbo NSW
28 | MAAS Group Holdings (ASX: MGH) Annual Report
CONSTRUCTION MATERIALS
Quarries | Concrete | Asphalt | Geo-Tech | Logistics
We are a leading supplier of quarry
materials, aggregates, pre-mix concrete,
crushing and screening services,
asphalt and transport and logistics to
the civil infrastructure, building and
construction, and mining sectors
across the east coast of Australia.
We also offer geotechnical services,
including geological engineering,
drilling and testing through our
Macquarie Geotech business.
Australia’s east coast is home to some of the
most critical infrastructure projects in the
country. Our quarries, concrete and asphalt
plants are strategically located along the
east coast – stretching from Central QLD to
Victoria and provide us with an expansive
product reach aligned to markets set to
take advantage of the significant regional
infrastructure pipeline.
To expand our capabilities and increase our
market share, we constantly seek to acquire
strategically located quarries in new and
existing markets where operational scale can be
achieved. In FY23, this included the acquisition
of Dandy Premix, a large concrete producer
with five plants in suburban Melbourne and
two self-supplying quarries in the Yarra Valley
and Grantville. This strategic acquisition
opens the Group to new opportunities in the
fragmented Victorian market, particularly in
the rail and construction sectors.
FY23 also saw the Group acquire the
controlling share in Austek – a significant
asphalt services business servicing
the
Brisbane and Gold Coast markets and regional
areas of Queensland and Northern NSW.
$52.0m
EBITDA contribution
81.8% Growth
in Proforma EBITDA
Strategic acquisitions,
including Dandy Premix
and Austek, expanding
our geographical service
offering in line with major
infrastructure investment
30 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 31
Pictured: Blackwater Quarry, Blackwater QLD
CIVIL CONSTRUCTION & HIRE
Equipment Hire | Civil Construction | Electrical Transmission & Distribution
Maas’ Civil Construction and Hire segment
is the most mature operating segment,
providing construction and above-ground
plant hire and electrical services to major
infrastructure projects across Australia.
infrastructure
Major
investment across
regional and metro markets has driven our
acquisition strategy. In FY23, we finalised
the acquisition of Schwarz Excavations, an
experienced and well-regarded civil and
rail contractor in Central Queensland. This
acquisition will enable Maas to achieve
greater pull-through when working alongside
our construction materials segment on major
projects in this high-growth market.
Our integrated capability as a large civil and
electrical contractor means we can supply
services across the project lifecycle.
Through our electrical transmission and
distribution businesses, JLE Electrical and
Garde, our Civil Construction and Hire
segment is positioned to service the pipeline
of renewable energy projects delivered across
regional Australia over the coming years
through the Renewable Energy Zones (REZ).
$68.7m
EBITDA contribution
38.3% Growth
in Proforma EBITDA
Strategic acquisition of
Schwarz Excavations,
expanding our Civil capability
in Central Queensland
32 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 33
Pictured: Schwarz Excavation, Gracemere QLD
MANUFACTURING & EQUIPMENT SALES
Manufacturing | Equipment Sales
Maas has established itself as a leading
machinery and spare parts manufacturer
in underground hard rock mining and civil
tunnelling, and electrical industries.
specialised equipment
By leveraging global markets, we have tapped
international demand
into the growing
for
support
to
global
infrastructure advancements and
investment. In FY23, this strategy has allowed
us to expand our customer base and increase
our revenue while securing our position with
existing manufacturing contracts, including
Toll Manufacturing.
In FY23, we worked closely with global
distributors in key target markets to support
our Jacon and Comet equipment sales. We
also continue to supply parts and services
to a growing active fleet, ensuring ongoing
revenue streams are maintained.
Our VMS manufacturing facility in Vietnam
increased capacity in FY23 following challenging
global supply chains experienced during the
COVID-19 pandemic. Looking forward, we are
confident that we will continue to see growth
in this segment driven by global demand
for equipment and specialist manufacturing
solutions.
$4.1m
EBITDA contribution
129.0% Growth
in Proforma EBITDA
Built out a sales distribution
network strategically located
in key international markets
to support infrastructure
investment
EQUIPMENT
Pictured: VMS factory, Ho Chi Minh City, Vietnam
34 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 35
RESIDENTIAL REAL ESTATE
Residential Developments | Home Building | Build-to-Rent | Land Lease Communities
Our solid and long-term fundamentals,
product mix and the geographic diversity
of our assets mean that we are aligned
with markets positioned to experience
sustained long-term growth. By developing
residential real estate assets aligned to
under-supplied and high-growth markets,
we ensure a pipeline that delivers a
sustained long-term return.
Our
residential portfolio and products
are diverse, with assets across Australia,
including
in Dubbo, Orange, Mudgee,
Tamworth, Bathurst, Griffith, Lithgow, and
Rockhampton, yielding a current pipeline
in excess of 8,000 lots. As well as traditional
greenfield
subdivisions, we
continue to develop our product offering to
include built homes, build-to-rent and land
lease communities, and our current home-
building offering. This has allowed us to
provide greater flexibility and affordability to
a more compressed market in FY23.
residential
A challenging macroeconomic environment
of high inflation and rising interest rates
the
significant headwinds
created
Residential Real Estate segment in FY23. This
has resulted in both decreased sales volumes
and enquiry rates during FY23.
for
Our ability to utilise the services of Maas’ other
operating segments,
including planning,
civil construction, machinery hire, electrical
transmission and distribution, construction
materials, and building supplies, enables us
to develop property assets efficiently, with
greater delivery control. This control will allow
us to continue to realise future growth.
$12.8m
EBITDA contribution
56.4% Decline
in Proforma EBITDA
Increased housing
starts and completions
and introduction of built-form
housing and growth of
Build-to-Rent portfolio in line
with market demand
36 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 37
Pictured: Southlakes Estate, Dubbo NSW
COMMERCIAL REAL ESTATE
Commercial Real Estate | Commercial Construction | Leasing | Building Materials
In FY23, our Commercial Real Estate operating
segment experienced significant growth
with a gross development value (GDV) of
approximately $872m and 37 development
projects either underway or in the delivery
pipeline.
Our portfolio of assets across the commercial,
industrial, self-storage, childcare, retail and
hotel and serviced apartment sectors has
been strategically identified to return long-
term growth to the Group. Over the coming
year, we will focus on delivering our existing
pipeline and asset recycling whilst evaluating
potential opportunistic acquisitions in the
industrial, self-storage and childcare sectors.
commercial
Our
construction division
maintains a strong pipeline of work. We also
have the option to leverage these internal
capabilities
to capture additional value
through the commercial development and
construction value chain, unlocking additional
revenue opportunities for the Group.
Our occupancy rates across the portfolio
remain strong, reinforcing our commitment
to delivering top-tier real estate solutions for
businesses of all sizes. Additionally, our Spacey
Self Storage assets remain a key part of our
portfolio, and our current utilisation rates are
consistently at 95% or higher.
$41.7m
EBITDA contribution
68.5% Growth
in Proforma EBITDA
Development portfolio
continued to expand with
the acquisitions of sites in
the industrial, self-storage,
childcare and serviced
apartment asset classes
38 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 39
Pictured: Newcastle Fruit Market, Sandgate NSW
STEPHEN BIZZELL
B. Com. MAICD
WES MAAS
MICHAEL MEDWAY
BBus (Accountancy), CA, MAICD
DAVID KEIR
BASc (Built Environment),
GradDip Urban & Regional Planning,
GradDip Project Management
TANYA GALE
BCom, GAICD
Non-Executive Chairman
(appointed 21 October 2020)
Chief Executive Officer (CEO)
& Managing Director (appointed 18 April 2019)
Non-Executive Director
(appointed 21 October 2020)
Non-Executive Director
(appointed 5 October 2021)
Executive Director
(appointed 13 October 2022)
Wes Maas was just 22 when he founded Maas and has been
critical in growing it from one Bobcat and a tipper truck
to a successful ASX-listed organisation. Today, with over 20
years of experience in the business, Wes and the leadership
team are responsible for achieving strategic growth and
delivering returns to Maas’ shareholders. Wes has been
instrumental in setting the vision leading Maas into the
independent construction materials, equipment, services
and property provider it is today. He has set and ingrained
the business’s values, creating a culture and organisation
with a strong identity in all its operating segments.
Other current directorships
None
Former directorships (last 3 years)
None
Special responsibilities
Managing Director and Chief Executive Officer
Interests in shares
173,381,789
Stephen was appointed to the Board in 2020 as part of the
IPO of Maas. He brings over 25 years of experience in the
mining, energy, and financial services sectors. Stephen
is chairman of Bizzell Capital Partners Pty Ltd and is
also a Director of Strike Energy Ltd (ASX: STX); Renascor
Resources Ltd (ASX: RNU); Armour Energy Ltd (ASX: AJQ);
and Savannah Goldfields Ltd (ASX: SVG). Stephen is a
former Director of Queensland Treasury Corporation, is
currently a Board Trustee of Brisbane Grammar School and
is a member of the Queensland Advisory Board for Starlight
Children’s Foundation. Stephen has extensive governance
experience having served as a director or chairman of 14 ASX
listed companies and was previously an executive director
of Arrow Energy for 12 years until its takeover in 2010, a co-
founder and director of Bow Energy until its takeover in 2012
and a co-founder and director of Stanmore Resources until
2020. He holds a Bachelor of Commerce from the University
of Queensland.
Other current directorships
Armour Energy Ltd (since 9 March 2012)
Savannah Goldfields Ltd (since 28 June 1996)
Renascor Resources Ltd (since 1 September 2010)
Strike Energy Ltd (since 31 December 2018)
Former directorships (last 3 years)
None
Special responsibilities
Chairman of the Company
Member of the Audit and Risk Committee
Member of the Remuneration andNomination Committee
Member of the Health, Safety and Environment Committee
Interests in shares
748,721
Michael has worked in the professional
accounting industry for over 30 years.
He has been a Chartered Accountant
for over 25 years, and his background
has seen him work across various firms
in Sydney and Regional NSW. As the
principal of Lincoln Partners Dubbo
and later a director of Lincoln Partners
Pty Ltd, Michael has acted as the
external accountant for Wes Maas and
his companies since 2002 and Maas
Group upon its formation. Michael
retired from Lincoln Partners Pty Ltd
in June 2020 and was subsequently
appointed to the Board as part of the
IPO process. Michael holds a Bachelor
of Business (Accountancy) from The
University of Technology, Sydney
and recently became a graduate of
the Australian Institute of Company
Directors.
Other current directorships
None
Former directorships (last 3 years)
None
Special responsibilities
Chairman of the Remuneration and
Nomination Committee
Chairman of the Audit and Risk
Committee
Member of the Remuneration and
Nomination Committee
Member of the Health, Safety and
Environment Committee
Interests in shares
538,651
David was appointed to Maas Board
of Directors in September 2021. David
is a highly experienced executive
with over 35 years of experience in
the property industry. He is currently
the Chief Commercial Officer for
the Port of Brisbane, overseeing all
including the extensive
the Port’,
property portfolio and trade activities.
David has prior experience as CEO
of a number of national property
companies. David holds a Bachelor of
Applied Science, Built Environment
from the Queensland University of
Technology, Graduate Diplomas
in
Project Management and Urban and
Regional Planning. He has completed
the Executive Management Program
at Wharton
School,
University of Pennsylvania.
Business
Tanya joined Maas in July 2019 with
over 20 years of experience in the
property and construction sector
and a track record in the preparation
and execution of IPOs, acquisitions
and post-transaction
integration.
Tanya has strong FP&A, financial
management and accounting skills
developed from a broad base of
experience in large corporations, mid-
size subsidiaries and start-ups. Tanya
supports the growth across the real
estate and construction segments.
Tanya was appointed to the Board in
October 2022.
Other current directorships
None
Former directorships (last 3 years)
None
Other current directorships
None
Special responsibilities
Director Corporate Development
Former directorships (last 3 years)
None
Interests in shares
158,182
Special responsibilities
Chairman of the Audit and Risk
Committee
Chairman of the Remuneration and
Nomination Committee
Member of the Related Party
Committee
Member of the Audit and Risk
Committe
Interests in shares
12,500
40 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 41
FORMER
DIRECTORS
STEWART BUTEL
B. Science (Geology), Grad Dip in Business Studies,
Advanced Certificate of Coal Mining, GAICD
NEAL O’CONNOR
B. Laws and Dip. Legal Practice, GAICD
Non-Executive Director
(resigned 31 July 2023)
Non-Executive Director
(resigned 1 August 2022)
Stewart has more than 45 years of experience
in
management and board roles in the resource industry
in New South Wales, Queensland and Western Australia.
Stewart joined Wesfarmers Limited in 2000 and was
managing director of Wesfarmers Resources between
2006 and 2016. Stewart is a past director of a number of
ASX listed and unlisted companies. He is past President of
the Queensland Resources Council, served on the board
of the Minerals Council of Australia and other resource
industry bodies.
Other current directorships
None
Former directorships (last 3 years)
None
Special responsibilities
Chairman of the Health, Safety & Environment Committee
Chairman of the Related Party Committee
Interests in shares
63,034*
Neal has over 30 years experience in law as well as extensive
experience in the resource industry. Neal is currently a
non-executive director of Mitchell Services Ltd (ASX:MSV)
and acts as a consultant to Carter Newell Lawyers. Neal
is a former director of Stanmore Coal Ltd (ASX:SMR) and
was previously General Counsel, Company Secretary and
an Executive Committee Member of Xstrata Holdings Pty
Ltd and Xstrata Queensland Limited. Neal is a Solicitor of
the Supreme Court of Queensland, Solicitor of the High
Court of Australia, Solicitor of the High Court of England
and Wales, and a member of the Australian Institute of
Company Directors.
Other current directorships
Mitchell Services Limited (since 21 October 2015)
Former directorships (last 3 years)
None
Special responsibilities
Chairman of the Remuneration & Nomination Committee
Member of the Audit and Risk Committee
Member of the Remuneration & Nomination Committee
Member of the Related Party Committee
Interests in shares
25,437*
‘Other current
directorships’
quoted above are current
directorships for listed
entities only and excludes
directorships of all other
types of entities, unless
otherwise stated.
‘Former directorships
(last 3 years)’
quoted above are
directorships held in the last
3 years for listed entities only
and excludes directorships
of all other types of entities,
unless otherwise stated.
*Information current at date of resignation as a Director
42 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 43
EXECUTIVE
TEAM
CRAIG BELLAMY
Chief Financial Officer (CFO)
Craig joined Maas in 2019 as Chief Financial Officer and Company Secretary. He is responsible for all
financial aspects of the Group, including accounting, treasury, budgeting and tax. Craig has over 30
years of experience and previously held executive roles, including Chief Executive Officer and Chief
Financial Officer for ASX Listed Entities Devine Limited and Unity Pacific Group Limited (formerly Trinity
Group Limited). Craig holds a Bachelor of Business (Accountancy) and is a Chartered Accountant.
ANDREW LETFALLAH
Chief Operations Officer (COO)
Andy is responsible for delivering profitable growth and operational excellence across the Maas
Group through a corporate service governance model, with over 20 years of experience in various
leadership roles in sales, operations and finance within large, listed organisations. Andy brings a
strong background in business integration and growth enablement. Andy is a Six Sigma Black Belt
and holds a Bachelor of Commerce Degree in Marketing, Management and Human Resources and
a Master of Business Administration (MBA) with a major in Technology.
CANDICE O’NEILL
Company Secretary and General Counsel
Candice is an experienced senior executive, having held Company Secretary and senior legal
counsel positions across the mining, technology and professional services sectors. She has a
Bachelor of Business and Bachelor of Laws (LLB) from the University of Newcastle and a Master of
Business Administration (MBA) from the University of Queensland. She is admitted as a Solicitor of
the Supreme Court of Queensland.
TIM SMART
Head of Investor Relations & Corporate Strategy
Tim joined Maas in 2023 to lead the Group’s Corporate Strategy and Investor Relations. He is
responsible for developing the overarching Corporate Strategy and co-ordinating the Group’s
interactions and messaging with the investment community. Tim has over 25 years of public
markets experience and previously held executive roles, including Managing Director and Head of
Product within UBS APAC Equity Research as well as Executive Director and Deputy Head of Asian
Research at Macquarie Bank. Tim holds a Bachelor of Commerce (Accountancy) and is a Chartered
Accountant.
CHRISTINE ASHCROFT
Group Health and Safety Manager
Christine leads the Group health and safety function across Maas, including monitoring and
executing health and safety strategies to ensure safety compliance and excellence.
Prior to joining Maas, Christine held senior safety positions in major mining organisations and
the water industry, including at Newcrest Mining Limited – Cadia Valley Operations and Alkane
Resources Limited. Christine holds a Postgraduate Diploma in Health Science (OHS), Lead Auditor
Integrated Management Systems Exemplar Global - AU TL QM EM OH, MAICD.
DAMIEN PORTER
Director, Business Development
With more than 20 years of experience in hiring, operations and sales, Damien brings a
comprehensive knowledge of the equipment and machinery industry. Damien spent many years
working for a major equipment hire company. Damien has been with Maas since 2005 and oversees
upwards of 100 employees and machinery at any given time.
JOSH LARGE
Director, Civil Construction and Hire
Josh has over 20 years experience in the civil and electrical industry, as the founder JLE Group. Josh’s
experience includes design, engineering, and project delivery in the civil, electrical infrastructure
and construction sectors, from bulk earthworks to transmission and distribution across major
projects. As Director of the Civil, Construction and Hire business, Josh is focused on building high-
performing teams throughout the Group with a balance on project delivery requirements, client
relationships and commercial outcomes to ensure the business remains the partner of choice for
our clients.
MEGAN BYRNE
Manager Corporate Finance
Megan joined Maas in February 2022 and is responsible for the Corporate Finance activities of the
Group, including business acquisitions and other corporate development activities. Megan has
over 15 years of experience in Construction Materials and has previously held various strategy and
finance roles at Holcim Australia & New Zealand. Megan holds a Bachelor of Commerce and is a
Chartered Accountant.
44 | MAAS Group Holdings (ASX: MGH) Annual Report
MAAS Group Holdings (ASX: MGH) Annual Report | 45
CORPORATE DIRECTORY
30 JUNE 2023
Directors
Stephen G Bizzell - Non-Executive Chairman
Wesley J Maas
Michael J Medway - Non-Executive Director
- Non-Executive Director
David B Keir
- Executive Director
Tanya E Gale
- Managing Director and Chief Executive Officer
Company Secretaries
Candice O’Neill
Craig Bellamy
Registered Office and
Principal Place of Business
20L Sheraton Road
Dubbo NSW 2830
Auditor
Solicitors
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane QLD 4000
Duffy Elliott
148 Brisbane Street
Dubbo NSW 2830
Maddocks
Angel Place
Level 27, 123 Pitt Street
Sydney NSW 2000
Bankers
Commonwealth Bank of Australia Limited
Level 9, 201 Sussex Street
Sydney NSW 2000
Westpac Banking Corporation
Level 3, 275 Kent Street
Sydney NSW 2000
Stock Exchange Listing
MAAS Group Holdings Limited shares are listed on the Australian Securities Exchange
(ASX code: MGH)
Website
www.maasgroup.com.au
46 | MAAS Group Holdings (ASX: MGH) Financial Report
MAAS Group Holdings (ASX: MGH) Financial Report | 47
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'consolidated entity' or 'Group') consisting of MAAS Group Holdings Limited (referred to hereafter as the 'company'
or 'parent entity' or 'MGH') and the entities it controlled at the end of, or during, the year ended 30 June 2023.
DIRECTORS
The following persons were directors of MAAS Group Holdings Limited during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Stephen G Bizzell - Chairman
Wesley J Maas - Managing Director and Chief Executive Officer
Michael J Medway
David B Keir
Tanya E Gale (appointed 13 October 2022)
Neal M O'Connor (resigned 1 August 2022)
Stewart Butel (resigned 31 July 2023)
PRINCIPAL ACTIVITIES
During the financial year the principal activities of the consolidated entity consisted of:
● Construction Materials
● Civil, Construction and Hire
● Residential Real Estate
● Commercial Real Estate
● Manufacturing
The Construction Materials activities of the consolidated entity for the year consisted of the operation of fixed and mobile
plant quarries, crushing services, concrete, transport services, asphalt services and geotechnical services within Australia.
The Civil, Construction and Hire activities of the consolidated entity for the year consisted of civil, construction and hire of
above-ground, underground and specialised electrical equipment, electrical infrastructure services and machinery sales
within Australia.
The Residential Real Estate activities of the consolidated entity for the year consisted of residential development and
residential construction in New South Wales and Queensland.
The Commercial Real Estate activities of the consolidated entity for the year consisted of commercial development,
commercial construction and building materials supplies in New South Wales, Queensland and Australian Capital
Territory.
The Manufacturing activities of the consolidated entity for the year consisted of the manufacture of equipment and the
sale of equipment and spare parts. The consolidated entity conducted its operations from Australia, Vietnam and
Indonesia with sales to multiple global jurisdictions.
DIVIDENDS
Dividends paid during the financial year were as follows:
Final dividend for the year ended 30 June 2022 of 3.5 cents (2021: 3 cents) per ordinary share
Interim dividend for the year ended 30 June 2023 of 3 cents (2022: 2 cents) per ordinary share
Consolidated
2022
$'000
8,649
5,887
2023
$'000
10,831
9,788
20,619
14,536
A final dividend of 3 cents per ordinary share for the year ended 30 June 2023 was declared on 17 August 2023 taking the
total dividends declared in relation to FY23 to 6 cents (FY22: 5.5 cents). All dividends paid in the period and declared
subsequent to year end were fully franked.
MAAS Group Holdings Limited
Directors' report
30 June 2023
OPERATING AND FINANCIAL REVIEW
Earnings Summary
The Group delivered a record Proforma EBITDA result for the year end 30 June 2023 of $163.134m, representing an increase
of 30.4% from FY22 ($125.130m). Accompanying this result was an increase in consolidated Proforma Revenue of 48.6% to
$801.000m (FY22 $539.095m) and an increase in Statutory NPAT by 6.3% to $65.455m (FY22 $61.562m).
Growth was achieved across four of the five operating segments, with Construction Materials, Civil Construction & Hire,
Commerical Real Estate and Manufacturing all reporting strong returns. Residential Real Estate contributed to the result
however the segment was impacted by the sharp interest rates rises throughout the year and consequent challenging
market conditions. Strategic acquisitions in the Construction Material and Civil Construction & Hire segments also
contributed to the growth in FY23.
The Group’s result reinforces the track record of delivering continued organic growth mixed with accretive acquisitions.
Disciplined capital allocation with a focus on return on capital has allowed for all five operating segments to contribute
to this record result in FY23.
The Group delivered this result amidst challenging macroeconomic conditions, in particular, persistent high inflation and
ongoing interest rate increases which existed throughout FY23, as well as significant weather-related disruptions which
impacted operations in the first half of FY23.
An overview of operating segment performance is summarised below.
Construction Materials
Proforma revenue in the Construction Materials segment increased by 88.25% to $229.664m (FY22 $122.000m) with
proforma EBITDA increasing by 81.8% to $52.028m (FY22 $28.600m). This growth was underpinned by increases in
average selling price, quarry sales volumes and concrete volumes from existing operations and acquisitions. The entry to
Victoria through the Dandy Premix acquisition has resulted in the segment achieving an established presence in the
Victorian Construction Materials market which achieved strong concrete sales and delivery since acquisition driven by
heightened demand on major state government projects. The segment result was delivered despite the impact of
significant wet weather across the segment’s operating regions in the first half of FY23 and increasing fuel and energy
costs throughout the whole of FY23.
The significant wet weather events during the first half of FY23 impacted revenues through the delay of projects and
decreased production efficiency resulting in higher costs. Favourable operating conditions returned during the second
half of FY23, driving an increase in demand and production efficiency. The segment continues to manage inflationary
risks through regular customer pricing reviews and continued focus on leveraging procurement power across the
Group. While wet weather remains a material risk, the segment witnessed more favourable weather and improved
operating conditions in the second half of FY23.
Civil, Construction & Hire
Proforma revenue in the Civil, Construction & Hire segment increased by 46.86% to $370.536m (FY22 $252.300m) with
proforma EBITDA increasing by 38.3% to $68.717m (FY22 $49.700m). The increase was driven by a combination of organic
growth of existing operations and acquisitions with Garde contributing for the full period and Schwarz Excavations for
eleven months in the year ended 30 June 2023. Integration synergies continue to be realised through consolidation of
leadership, assets, equipment pools, systems and shared services for project management, engineering and
administration support.
The Civil, Construction & Hire segment year-on-year result was driven by enhanced project delivery across major
infrastructure projects. The growth of the segment continued to benefit from the integrated industrial services offering
to major infrastructure projects across the east coast of Australia. While the segment results were impacted adversely
during the first half of FY23 due to wet weather, strong project delivery and efficiency returned in the second half of FY23.
48 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 49
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
MAAS Group Holdings Limited
Directors' report
30 June 2023
Residential Real Estate
Mergers and Acquisition
Proforma revenue in the Residential Real Estate segment decreased by 13.4% to $89.667m (FY22 $103.562m) with
proforma EBITDA decreasing 56.4% to $12.832m (FY22 $29.447m). The decrease was driven by reduced sales volumes with
181 settlements (including 55 build to rent) in the period (FY22: 270 lots including 30 build to rent). Subdued buyer
sentiment arose due to a combination of consecutive interest rate rises and cost of living pressures which negatively
impacted sales volumes. Despite the adverse sentiment, the segment noted increased home delivery with 172 build starts
and 174 build completions (FY22: 155 Starts; 110 Completions). The land delivery and home building programs are scalable
and controlled, allowing flexibility to react to market demand. Valuation adjustments were noted related to the continued
delivery of the Build-to-Rent program of $4.168m (FY22: $4.328m).
Increased uncertainty continued in residential real estate during the period, arising from numerous successive increases
in interest rates by the Reserve Bank of Australia (RBA) and the inflationary impacts on build costs. The combination of
the higher interest rates and the frequency of increases has dampened market conditions in the segment, causing an
increased time to covert sales from inquiry to settlement. The uncertainty in this segment is expected to continue
throughout FY24. The inflationary pressure on housing construction costs continues to be a risk to the industry. The
acquisition by the Group of a building supplies business in FY22 has assisted in mitigating this risk through improved
supply chains and procurement practices.
Commercial Real Estate
Proforma revenue in the Commercial Real Estate segment increased by 61.8% to $138.216m (FY22 $85.4291m) with
proforma EBITDA increasing by 68.5% to $41.677m (FY22 $24.731m). The result was underpinned by the growth of
commercial construction businesses and the increased project delivery from commercial construction contracts. Cost
inflation on projects was mitigated through procurement activities from the building supplies business unit, supporting
comparably stable project margins. Valuation increases from the commercial development portfolio resulted in the
recognition of $26.243m (FY22: $14.515m) revaluation as the projects reached key milestones.
The portfolio of assets continued to expand during the period with the Group now holding industrial sites, self-storage
facilities, childcare development locations as well as other commercial development properties. At varying stages of
development, the portfolio represents a gross development value of $871.800m as at 30 June 2023 with significant ability
to self-perform projects through construction capability and the building supplies business unit.
Increased uncertainty continued in broader real estate markets during the year ended 30 June 2023, arising from
numerous successive increases in interest rates by the RBA and the inflationary impacts on build costs. The combination
of a higher interest rate environment dampened market conditions in areas of the Commercial Real Estate industry,
although some asset classes, such as industrial property, remain resilient from these headwinds with strong demand
remaining.
While the Group anticipates the uncertainty of broader real estate markets to impact this segment in FY24, given the
broadness of the asset classes within the portfolio, it is unlikely to materially impact the segment. The inflationary pressure
on construction costs continues to be a risk to the industry however shorter lifecycle of projects within the segment assist
in job cost management. The acquisition by the Group of a building supplies business in FY22 has assisted in mitigating
this risk through improved supply chains and procurement practices.
Manufacturing
Proforma revenue in the Manufacturing segment increased by 54.6% to $30.570m (FY22 $19.800m) with proforma EBITDA
increasing by 129.0% to $4.102m (FY22 $1.800m). Improved operating conditions as the external supply market normalises
post COVID and realisation of operational efficiencies in both production and sales has resulted in the improved
performance of this division. Significant investment in Jacon brand recognition contributed to increased distribution
pathways for machine sales.
Trading conditions are expected to remain stable in FY24 with planned distribution channel expansion into the United
States and Europe.
The Group continued to pursue strategic acquisitions through the hub and spoke model which expands operations while
realising synergies and offer accretive growth during the year to 30 June 2023 with a total investment of $178.821m across
four acquisitions:
(1) Schwarz Excavations Pty Ltd (Schwarz) was acquired in July 2022 and is reported in the Civil, Construction & Hire
segment. Based in Central Queensland, the acquisition further enhances the Group’s contracting capabilities in the
region, offering synergies with existing operations and assets.
(2) Clermont Quarries (Clermont) was acquired in September 2022 and is reported in the Construction Materials segment.
This acquisition in Central Queensland contained four hard rock quarries complimenting the existing operations and
capability in the region.
(3) Dandy Premix Quarries Pty Ltd (Dandy) was acquired in December 2022 and is reported in the Construction Materials
segment. Based in South East Melbourne, Dandy is an integrated construction materials business operating five
concrete plants, a sand quarry and a hard rock quarry. This acquisition represents the entry into the Victorian metro
market for the Group.
(4) A 75% interest in Austek Asphalt was acquired in May 2023 and is reported in the Construction Materials segment.
Based in South East Queensland, the Asphalt operator is a downstream user of quarry productions and represents an
expansion of current capabilities for the Group.
Further details on the acquisitions are set out in note 37 to the financial statements.
Cash Flow and Working Capital
Statutory operating cash inflows before payments for land inventory increased 45.8% to $113.659m (FY22 $77.908m) as a
result of higher earnings and greater working capital management. The Group continues to take a proactive approach in
managing credit default risk, including monitoring customers trading activity, particularly within the construction
industry. Operating cashflows were reduced by the further investment inland inventory of $111.095m which exhibits a
multiyear lag between englobo and project acquisition and settlement as developed lots.
Significant investing cash outflows occurred during the period as the Group transacted on opportunities that aligned
with operational strategy or incurred capital expenditure that passed return on capital benchmarks. This included the
acquisition of four businesses as mentioned above and material commercial property acquisitions of the Quest Hotel in
Dubbo, NSW ($15.610m) and the Sandgate development site in Newcastle, NSW ($24.724m). These commercial property
acquisitions continue to build the Group’s diversified asset portfolio with additions to commercial and future industrial
redevelopment. The cash payments for property plant and equipment during the period totalled $82.158m and was split
between $46.000m for Growth and $36.158mfor Maintenance. The Group is committed to continuing to measure assets
against performance benchmarks and undertaking capital recycling where required.
The Group issued 29,389,177 new ordinary shares during the year ended 30 June 2023. This resulted in the value of share
capital increasing by 27.33% to $550.778m (FY22 $432.530m). The share capital increase is represented by $118.408m from
capital raises (net of transaction costs), a DRP of $1.507m and $2.499m as part consideration for businesses acquired
during the period offset by $4.166m of shares withdrawn from the market via buyback. Refer to note 24 for further
information.
Group Debt and Dividends
Net debt excluding AASB 16 property leases increased by 72.8% to $442.875m over the year to 30 June 2023 (FY22
$256.240m) largely driven by the investing cash outflows discussed above. The Group received continued support from
its banking partners during the period with increases in banking facility limits to $600.000m (FY22 $500.000m). This
increase included an $85.000m increase to the term loan and a $15.000m increase to the equipment finance facility. In
addition to this facility, the Group also retains the consent to source separate commercial property funding of up to
$200.000m in aggregate from financiers for commercial property projects with $8.000m drawn at 30 June 2023. All
banking covenants were adhered with during the period.
The Board Policy of a dividend payout ratio of 20%-40% of Cash NPAT has continued during the year ended 30 June 2023,
underpinned by strengthened earnings. The Board has declared a 3c fully franked dividend on the 17th August 2023 in
relation to the year end 30 June 2023. Combined with the 3c fully franked interim dividend paid, there was a 9.0% growth
in dividends during FY23.
50 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 51
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
Principal Risks
The Group acknowledges a range of risks that exist across the operations. It is committed to building a strong risk
management culture to ensure the Group continues to deliver on its vision and strategy. This includes the development
and incorporation of risk management procedures into strategic plans and budgets, and regular reporting on the status
of key risks to relevant committees and the Board.
(1) Economic Conditions – The RBA has continued to increase interest rates over the last twelve months and there is a
risk of further interest rate rises. The Group, particularly in the Residential and Commercial Real Estate segments,
operate in an environment where customer demand may be impacted by negative economic sentiment, and this
may delay the demand of the Group’s sales or impact selling prices and carrying values. The Group also relies on
external suppliers for the delivery of its services and has been and may continue to be impacted by supply chain
interruptions and cost inflation.
(2) Infrastructure Programs and Government Policy – The Group benefits from offering large infrastructure projects an
integrated service solution, with such projects usually dependent on government fiscal policy decisions. Changes in
government infrastructure fiscal policy direction can impact the Group results positively through via stimulus, and
adversely through spending restriction.
(3) Wet Weather – The Group activities have and can be impacted by extreme weather events, including prolonged
periods of rain. These weather events can impact both productivity and access to work sites, resulting in delayed
revenue and increased costs.
(4) Workforce Management and Skilled Labour – The Group is dependent on its ability to attract and retain employees in
order to operate and grow the business. The market for labour is highly competitive and there is no guarantee that
the Group will be able to identify, recruit and retain the employees required to operate the business at current levels
and / or to enable the growth of the business in accordance with its plans.
(5) Health & Safety – The Group operates in environments where inherent safety risk can arise in the normal course of
business. The Group operates across a diverse network of site locations and physical equipment which includes the
operation of large light and heavy vehicle fleet where there is a potential ongoing risk of accidents which could cause
injury or death notwithstanding the safety systems of the Group.
(6) Capital Management – The Group’s continued ability to effectively implement its strategy over time may depend in
part on its ability to raise additional funds, manage its capital position effectively and/or refinance its existing debt.
Capital mismanagement or access to additional working capital if required, may impact Maas Group’s growth
aspirations.
(7) Competition and loss of revenue – The industries in which the Group operates are highly competitive and are expected
to remain so. Any increase in competition could result in loss of market share, reduced operating margins, and price
reductions. Although the Company has a sound track record in securing new contracts and competing effectively,
there can be no assurance that any or all of its businesses will continue to perform in the future.
(8) Acquisitions – The Group has and will continue to pursue strategic acquisitions to deliver on its strategic plan. To
finance any future acquisitions, the Group may procure additional debt and/or seek to raise equity capital, which may
further dilute the holdings of shareholders. There can be no assurance that the Group will be able to identify suitable
candidates for successful acquisitions at acceptable prices, or successfully execute acquisitions and integration of
targets once identified.
(9) Environmental, Social and Governance (ESG) Considerations – The Group acknowledges the growing demands of our
stakeholders in ESG, and the potential risks and opportunities posed to our business, and the broader sector, as a
result of our environmental footprint, climate change and the anticipated global transition towards a lower carbon
economy. The Group is committed to defining benchmarks for ESG performance and subsequent metrics to measure
performance. The Group acknowledges there is a risk of ESG inaction which could result in potential non-compliance
fines and mismanaged community expectations. The board is currently developing a roadmap to meet future
sustainability reporting requirements in accordance with the International Sustainability Standards Board's first two
IFRS Sustainability Standards.
MAAS Group Holdings Limited
Directors' report
30 June 2023
Reconciliation of Statutory Revenue (audited) to Proforma Revenue (unaudited), profit before income tax (audited) to
EBITDA, Adjusted EBITDA (unaudited) Proforma EBITDA (unaudited), EBIT, Adjusted EBIT (unaudited), Proforma EBIT
(unaudited). Reconciliation of Statutory Net Profit After Tax (NPAT) attributable to owners of MAAS Group Holdings
Limited (audited) to Proforma NPAT (unaudited) and Statutory Basic Earnings Per Share (audited) to Proforma Earnings
Per Share (unaudited).
Statutory Revenue
Revenue Normalisations
Proforma Revenue
Profit before income tax expense
Finance costs
Interest revenue
EBIT
Amortisation
Depreciation
EBITDA
Transaction costs relating to business combinations
Other non-recurring expenses
Adjusted EBIT
Adjusted EBITDA
Adjusted EBITDA
Non-Controlling Interest EBITDA
Pre-acquisition EBITDA
Share-based payment expense
Fair value movement on contingent consideration
Proforma EBITDA
Adjusted EBIT
Non-Controlling Interest EBITDA
Pre-acquisition EBITDA
Share-based payment expense
Fair value movement on contingent consideration
Depreciation & Amortisation Normalisations
Proforma EBIT
Statutory NPAT Attributable to Owners of MAAS Group Holdings Limited
NPAT Normalisations
Proforma NPAT
Statutory Basic EPS (Cents)
Basic EPS Normalisations (Cents)
Proforma Basic EPS (Cents)
Consolidated
2023
$'000
805,324
(4,324)
2022
$'000
517,121
21,974
801,000
539,095
94,343
21,849
(521)
115,671
7,515
35,745
158,931
3,317
1,377
87,571
7,178
(45)
94,704
4,892
25,677
125,273
3,122
409
120,365
163,625
98,235
128,804
163,625
(748)
-
955
(698)
128,804
-
2,103
769
(6,546)
163,134
125,130
120,365
(748)
-
955
(698)
92
98,235
-
2,103
769
(6,546)
(361)
119,966
94,200
65,455
3,462
61,562
(363)
68,917
61,199
20.66
1.08
21.42
(0.04)
21.74
21.29
52 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 53
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
MAAS Group Holdings Limited
Directors' report
30 June 2023
Proforma Revenue, Proforma NPAT, Proforma EPS, Proforma EBITDA, Proforma EBIT, EBITDA, Adjusted EBITDA, Adjusted
EBIT are non-IFRS earnings measures which do not have any standardised meaning prescribed by IFRS and therefore
may not be comparable to Revenue, NPAT, EPS, EBIT and EBITDA presented by other companies. These measures, which
are unaudited, are important to management as an additional way to evaluate the consolidated entity’s performance.
SPECIAL RESPONSIBILITIES OF DIRECTORS
The following changes occurred during the year in the sub-committees:
(1) Audit and Risk Committee:
Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the
quality of earnings because of isolated or non-recurring events.
Proforma EBITDA is adjusted for the pre-acquisition EBITDA of business combinations where the company is entitled to
pre-completion profits and non-operational items during the year including share-based payments and fair value
movement of contingent consideration.
Proforma Revenue is normalised for pre-acquisition revenue of business combinations where the company is entitled to
pre-completion revenue as well as the reversal of non-controlling interest revenue. Proforma EBIT is normalised for one
off depreciation adjustments as well as the reversal of non-controlling interest depreciation and amortisation.
Proforma NPAT (Net Profit After Tax) is normalised for the NPAT impact of Proforma EBIT above in addition to Proforma
interest. Proforma EPS (Earnings Per Share) is calculated using Proforma NPAT divided by the weighted average number
of ordinary shares.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no other significant changes in the state of affairs of the consolidated entity during the financial year ended
outside of those discussed above, in the Chairman's Letter, Chief Executive Officer's Report and Operating and Financial
Review.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Dividend
The Directors declared a fully franked final dividend of 3 cents per share on 17 August 2023, which reflects a full year
dividend of 6 cents per share, an increase of 9.0% from the prior year.
Long Term Incentive Program (LTIP)
On the 17th August 2023 the Directors approved an Award in relation to FY22 under the LTIP program previously
approved by shareholders.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect
the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group enters FY24 with operations and strategies consistent with that of FY23. There is a focus on continued
execution of business excellence and consolidation of processes of newly acquired businesses. This includes potential
capital recycling programs which will be delivered in line with internal return on capital benchmarks.
Other than items discussed above, in the Chairman's Letter, Chief Executive Officer's Report and Operating and Financial
Review, no other information on likely developments in operations of the Group and the expected results of operations
have been included in this report because the directors believe it would be likely to result in the unreasonable prejudice
to the Group.
ENVIRONMENTAL REGULATION
The Group is subject to various environmental regulations under Commonwealth and State laws. To the Directors
knowledge, the Group has conducted its operations in accordance with this legislation and has not been subject to any
penalty by the relevant authority.
The nature of the Group's operations requires ongoing discussion with relevant authorities responsible for monitoring
and regulating the environmental impact of the Group's activities.
David Keir was Chair of the Audit and Risk Committee up until 28 November 2022 at which point, he held a position
as a Committee Member for the remainder of the period. Michael Medway commenced as Chair of the Audit and
Risk Committee on 28 November 2022, having held a position as Committee Member up until this date. Neal
O’Connor, who resigned as a director on 1 August 2022, was a member the Audit and Risk Committee up until his
resignation as a director. Stephen Bizzell was appointed to the vacancy as a committee member on 1 August 2022.
(2) Remuneration and Nomination Committee:
Neal O’Connor, who resigned as a director on 1 August 2022, was a member and Chair of the Remuneration and
Nomination Committee up until his resignation. Michael Medway was appointed Chair of the Remuneration and
Nomination Committee on 1 August 2022 and Stephen Bizzell was appointed to the vacancy as a Committee
Member at the same date. Michael Medway vacated the Chair on 28 November 2022 with David Keir appointed as
Chair as at the same date. Michel Medway held a position as Committee Member for the remainder of the period.
(3) Health, Safety and Environment Committee:
Stewart Butel was Chair of the Health, Safety and Environment Committee up until his resignation as a director on
31 July 2023. Michael Medway was a Committee Member for the period up until 31 July 2023 at which point he was
appointed as Chair of the Health, Safety and Environment Committee. Stephen Bizzell was a Committee Member
for the period. Tanya Gale was appointed to the vacancy as a Committee Member on 31 July 2023.
MEETINGS OF DIRECTORS
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the
year ended 30 June 2023, and the number of meetings attended by each director were:
Full Board
Audit and Risk
Committee
Remuneration and
Nomination Committee
Stephen G Bizzell
Wesley J MaasA
Stewart A ButelB
Neal M O'Connor*
Michael J Medway
David B KeirC
Tanya GaleD**
Stephen G Bizzell
Wesley J MaasA
Stewart A Butel
Neal M O'Connor*
Michael J Medway
David B KeirC
Tanya GaleD**
Attended
20
20
19
2
20
20
14
Held
20
20
20
2
20
20
14
Attended
4
-
-
-
4
4
-
Held
4
-
-
-
4
4
-
Attended
2
-
-
-
2
2
-
Health, Safety &
Environment Committee
Held
2
-
2
-
2
-
-
Attended
2
-
2
-
2
-
-
Related Party
Committee
Attended
-
-
1
-
-
1
-
Held
2
-
-
-
2
2
-
Held
-
-
1
-
-
1
-
A Attended Audit & Risk Committee, Remuneration and Nomination Committee and Health, Safety and Environment
Committee meetings but not as a member of the relevant committee (by invitation)
B Attended Audit & Risk Committee meetings but not as a member of the relevant committee (by invitation)
C Attended Health, Safety and Environment Committee meetings but not as a member of the relevant committee (by
invitation)
D Attended Audit & Risk Committee, Remuneration and Nomination Committee and Health, Safety and Environment
Committee meetings but not as a member of the relevant committee (by invitation)
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
* Resigned 1 August 2022
** Appointed 13 October 2022
54 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 55
MAAS Group Holdings Limited
Directors' report
30 June 2023
The performance rights for Executive Directors included in the information above will be subject to shareholder approval
at the Annual General Meeting.
The table below summarises the Executive LTI remuneration outcome for the FY22 Award. The Award for the Executive
Directors’ is to be approved at the upcoming Annual General Meeting. No accounting expense has been incurred by the
Group in FY23 in relation to this Award as the performance rights were not approved at 30 June 2023. This table is
unaudited.
Name
Wesley Maas*
Craig Bellamy
Tanya Gale*
Candice O’Neill
FY22 LTI Award**
$'000
180
126
81
n/a
** Value of FY22 Award if awarded at 30 June 2022. The accounting value of the incentive will depend on the fair value of
the performance right at Grant Date and may be higher or lower than the value shown.
The Remuneration and Nomination Committee will continue to review the effectiveness of all our incentive
arrangements to ensure they align with shareholder and other stakeholder expectations and drive long term
performance outcomes.
I invite you to review our full remuneration report set out in sections 1 – 7 below and welcome any feedback.
Yours faithfully
David Keir
Chair, Remuneration and Nomination Committee
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
REMUNERATION REPORT - AUDITED
LETTER FROM THE REMUNERATION & NOMINATION COMMITTEE CHAIR
Dear Shareholders,
On behalf of the Board, I am pleased to present our 2023 Remuneration Report. At Maas Group we are committed to
creating long term value for all our stakeholders and the Board continues to work together with the CEO, Wes Maas, to
ensure our remuneration and incentive arrangements align the interests of both our employees and shareholders.
FY23 Performance and Remuneration Outcomes
The Group has continued to deliver on its long-term strategy and has reported a strong result again in FY23. Sales
Revenue increased by 55.7% to $805.324m (FY22:$517.121m), pro forma EBIT increased by 27.3% to $119.966m (FY22
$94.200m) and statutory net profit after tax increased by 6.3% to $65.455m (FY22 $61.562m).
The Board declared a fully franked dividend of 3 cents per share, resulting in a full year fully franked dividend of 6 cents
for FY23 (FY22 5.5 cents).
Despite the difficult market conditions, impacted by record wet weather events, rising interest rates with a backdrop of
high inflation, and the continued disruption of international supply chains, the Board is extremely pleased with the
Group's performance in FY23 and we would like to thank Wes, the leadership team, and all our employees for their
commitment and achievements during the year.
Changes to the Remuneration Framework During FY23
Changes were made to the Short-Term Incentive (STI) program in FY23 which included the incorporation of a STI for the
CEO, Wes Maas, into his remuneration package. The STI for the CEO includes a range of financial and non-financial goals.
Further details on the financial outcomes of the STI’s for the Executives is included in section 5.
Long Term Incentive Plan (LTIP)
Recognising the need to attract and retain high calibre employees, our shareholders approved the Group’s Long Term
Incentive Plan (LTIP) in November 2021. The LTIP was established to enable the award of equity incentives to eligible
employees and contractors, linking the reward of key staff with the achievement of strategic goals and the long-term
performance of the Group.
Eligible participants will receive an Award based on the financial performance of the Group for the preceding year,
measured against targets set by the Board. Earnings before Interest and Tax (EBIT) is considered the appropriate
measure to determine the value of the Award. The participant will receive the Award value in Performances Rights with
performance hurdles linked to Earnings Per Share growth (EPS CAGR) and Return on Equity for the four financial years
following the Award year. The vesting of the performance rights will be linked to achieving the performance hurdles and
continued employment by the participant at the vesting date.
The participants include executive KMP (Executive), other executives and senior managers who have been identified as
key drivers of Maas Group’s performance and long term success. The grant date for the annual Awards will be aligned
with the Annual General Meeting of Shareholders.
The Board has approved the initial annual award program (Award) under the LTIP on 17 August 2023 as follows:
● Award of 550,950 performance rights relating to the FY22 financial year. The number of rights to be granted have been
determined using the face value of the award ($2,203,800) divided by the share price using the volume weighted
average price (VWAP) during the 20-day period immediately after the issue of the FY22 results ($4.00). The
performance rights will vest in August 2026 with EPS CAGR and average Return on Equity hurdles for the four year
period ending 30 June 2026. Further information can be found in section 6.
56 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 57
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
TABLE OF CONTENTS
1. Key Management Personnel
2. Remuneration Framework
3. Employment Contracts
4. Company Performance
5. Executive STI
6. Executive LTI
7. Additional statutory disclosures
The Directors present the Remuneration Report for the financial year ended 30 June 2023. This report forms part of the
Directors’ Report and has been prepared and audited in accordance with the requirements of the Corporations Act 2001
and its Regulations.
Key Management Personnel (KMP) are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group and includes the Board of Directors.
1. KEY MANAGEMENT PERSONNEL (KMP)
The table below sets out the individuals considered to be KMP during FY2023
KMP
Directors
Stephen Bizzell
Wesley Maas
Stewart Butel
Michael Medway
David Keir
Tanya Gale
Neal O’Connor
Executives
Craig G Bellamy
Candice O’Neill
Position
Non-Executive Chair
Managing Director and Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive Director, Corporate Development
Non-Executive Director
Term as KMP
Full Financial Year
Full Financial Year
Full Financial Year (Resigned 31
July 2023)
Full Financial Year
Full Financial Year
Appointed 13 October 2022
Resigned 1 August 2022
Chief Financial Officer and Company Secretary
Company Secretary and General Counsel
Full Financial Year
Appointed 17 October 2022
2. REMUNERATION FRAMEWORK
The broad objective of Maas Group’s remuneration framework is to ensure reward for performance which is competitive
and appropriate for the results delivered. The framework aligns remuneration outcomes with the achievement of
strategic objectives and the creation of long-term value for shareholders and other stakeholders.
Our Vision: To deliver market leading property, construction, and infrastructure solutions by:
● Delivering on customer solutions
● Empowering our team
● Harnessing our culture
● Being the lowest cost producer
Our Values:
● Trust – only earned through action
● Teamwork – focussed on safety and solutions
● Commitment – delivering on commitments to customers
● Leadership – the courage to strive for excellence
● Candour – transparent conversation to get it right
● Ownership – empowered to get it done and be accountable for the results
Guiding principles for the Groups remuneration
● Performance expectations – accountability through clear financial and non-financial goals
● Shareholder alignment – culture of care and commitment with employees incentivised to act as owners and the
interest of shareholders and staff are aligned over the long term
● Focus on long term equity incentive – at risk, equity-based incentives for senior staff prioritising long term
performance
MAAS Group Holdings Limited
Directors' report
30 June 2023
2.1. REMUNERATION GOVERNANCE
The Board of Directors is responsible for approving the Group’s remuneration framework, monitoring and managing the
performance of the CEO, Executives and management, and approving and managing succession plans.
The Remuneration and Nomination Committee assists and advises the Board of Directors in fulfilling its responsibilities
to shareholders and other stakeholders by ensuring that the Group has remuneration policies that:
● attract, retain and motivate high quality Directors, Executives and management who will generate value for
shareholders;
● are fair and reasonable, having regard to the performance of the Group and the individual;
● are market competitive based on role, location and industry;
● are aligned to the Board’s vision, values and overall business objectives;
● motivate the CEO, Executives and management team to pursue long term growth and success of the Group; and
● demonstrate a clear relationship between the achievement of the Group’s strategic objectives and performance of
the CEO, Executives and management.
The Remuneration and Nomination Committee may seek professional advice from employees of the Group and from
appropriate external advisors at the Group’s cost.
2.2. NON-EXECUTIVE DIRECTOR REMUNERATION
Fees and payments to Non-Executive Directors reflect the demands and responsibilities of their role.
Non-Executive Directors fees and payments are reviewed annually by the Remuneration and Nomination Committee.
The Remuneration and Nomination Committee may, from time to time, receive advice from independent remuneration
consultants to ensure Non-Executive Directors fees and payments are appropriate and in line with the market.
The Chairman's fees are determined independently of the fees of other Non-Executive Directors based on comparative
roles in the external market. The Chairman is not present at any discussions relating to the determination of his own
remuneration.
Non-Executive directors do not receive share options or other performance-based incentives.
The maximum aggregate amount which has been approved by the shareholders for payments to the Directors is
$750,000 per annum, determined at the Annual General Meeting held on 21 October 2020.
The table below sets out the fees for Non-Executive Directors which are inclusive of superannuation. The committee fees
reflect the additional time commitment required for the committees on which the Non-Executive Board member serves.
Base Fees
Chairman Non-Executive Director
Independent Non-Executive Director
Additional Committee Fees
Audit & Risk Committee
Remuneration & Nomination Committee
Health, Safety & Environment Committee
Related Party Committee
Chair
($’000)
$5
$5
$5
$5
Annual Fees
($’000)
$100
$65
Member
($’000)
$5
$5
$5
$5
The remuneration of Non-Executive Directors for the year ended 30 June 2023 is detailed in section 7.2 of this report.
58 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
MAAS Group Holdings Limited
Directors' report
30 June 2023
2.3. EXECUTIVE REMUNERATION
4. COMPANY PERFORMANCE AND REMUNERATION OUTCOME
The Group’s remuneration policies aim to reward Executives based on their position, level of responsibility and individual
performance. The remuneration structure includes both fixed and variable components as set out in the following table:
The Group aims to align its Executive remuneration to its strategic and business objectives and the creation of shareholder
value. The table below summarises the performance indicators of the Group over the last five years.
Component
Purpose
Approach
FY23 marked the twenty-year anniversary since Wes Maas first established operations in Dubbo. Despite the challenging
operating environment, the Group delivered another year of strong earnings growth.
Fixed Remuneration
At risk short-term
incentive (STI)
At risk long-term
incentive (LTI)
Attract and retain high quality,
talented Executives by providing a
market competitive and fair
remuneration.
Consists of base cash salary, superannuation,
leave entitlements and other non-cash
benefits.
Market benchmarking and annual review
based on individual performance.
Incentivise Executives to achieve
annual financial and non-financial
KPI’s linked to the Groups
strategic plan and annual
business objectives and priorities.
Award in cash based on an assessment of
performance over the preceding year by
reference to Group performance against
annual financial targets and individual
performance KPI’s.
The STI target is a fixed % of base salary and
award can range from 0% to 100% of target.
Align Executive and other key
management accountability and
remuneration with the long-term
interests of shareholders and
other stakeholders by rewarding
sustained Group performance
over the long term.
Award of Performance Rights based on the
annual EBIT performance of the preceding
year. The Performance Rights vest after four
years, subject to achieving objective financial
performance hurdles and continuity of service
by the participant.
The LTI can be delivered in ordinary shares or
cash and is aligned to delivering ongoing
returns for shareholders.
The remuneration of Executives and STI and LTI outcomes for the year ended 30 June 2023 are summarised in sections
5 – 6 and section 7.1 below. Base salaries below are for the year ended 30 June 2023 and are reviewed annually by the
Remuneration and Nomination committee.
3. EMPLOYMENT CONTRACTS
Key terms of employment contracts of Executives are presented in the table below:
Name
Wesley Maas
Craig Bellamy
Tanya Gale
Candice O’Neill
Contract
Position
Duration
Unlimited
Chief Executive Officer
Chief Financial Officer and Company Secretary Unlimited
Unlimited
Executive Director, Corporate Development
Unlimited
Company Secretary and General Counsel
Termination
Payment
Notice Period
Twelve Months Six Months
Six Months
Six Months
Three Months
Three Months
Three Months
Three Months
Sales Revenue (Statutory)
Sales Revenue (Proforma)
Proforma Earnings Before Interest Tax and Depreciation (EBITDA)
Proforma Earnings Before Interest and Tax (EBIT)
Net Profit After Income Tax (Statutory)
Net Profit After Income Tax (Proforma)
Return on Equity (Statutory)
Dividends Declared (cents per share)
Dividends Paid (cents per share)
Share Price at Year End ($ per share)*
Basic Earnings Per Share (cents per share)
Diluted Earnings Per Share (cents per share)
Basic Earnings Per Share (Proforma, cents per share)
Performance Based Incentives to KMP
FY20
FY22
FY21
FY23
$’000
$’000
$’000
$’000
805,324
193,440
517,121 277,562
801,000 539,095 283,400 221,800
64,655
49,855
20,694
32,454
24%
n/a
n/a
n/a
10.10
10.10
15.84
-
163,134
119,966
65,455
68.917
12%
6.0
6.5
2.65
20.66
20.38
21.75
113
125,130
94,195
61,562
61.199
17%
5.5
5.0
3.63
21.42
21.26
21.29
114
75,907
59,807
34,569
39,607
20%
5.0
2.0
5.60
14.37
14.33
16.42
-
FY19
$’000
39,076
192,000
50,000
35,700
9,220
21,500
17%
n/a
n/a
n/a
n/a
n/a
n/a
-
* The company's shares first traded on the ASX on 4 December 2020 after the successful completion of its IPO.
Accordingly, no share price information has been provided prior to the 2021 financial year.
The above table includes non-IFRS earnings measures. These are defined in the Directors’ report and in section 6
below.
5. EXECUTIVE FY2023 SHORT TERM INCENTIVE (STI) OUTCOMES
STIs for Executives are based on the achievement of annual financial and non-financial KPI’s linked to the Group's strategic
plan and annual business objectives and priorities.
The table below sets out the Executive STI outcomes for FY2023:
Name
Wesley Maas
Craig Bellamy
Tanya Gale
Candice O’Neill*
STI maximum
opportunity
$
72,000
72,000
54,000
14,000
%
20%
20%
20%
10%
STI Outcome
$
-
57,600
43,200
12,462
%
-
80%
80%
90%
Wesley Maas elected to not receive a STI this year. The STI outcomes for Craig Bellamy, Tanya Gale and Candice O’Neill
were measured based on a weighted approach. This approach considered the Groups financial performance in FY23
against budgets, execution of agreed personal objectives, culture fostered within teams, retention of key staff and ability
to execute a lean management strategy.
* Candice O’Neill achieved 90% of pro-rated STI from commencement date (17 October 2022) to 30 June 2023.
60 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
6. EXECUTIVE LONG-TERM INCENTIVE (LTI) OUTCOMES
LTI’s for Executives are based on a profit share allocation of Earnings Before Interest and Tax (EBIT) for the preceding
financial year. The initial allocation (Award) is based on a percentage of the participants base salary and is designed to
grow over time as the Group’s earnings grow. The annual Award is based on the Group’s actual EBIT against Target EBIT
(100%) with adjustments for Threshold (70%) and Maximum (130%). The Board will set Target EBIT annually as part of the
Group’s budget process.
The LTI is issued as Performance Rights with financial performance hurdles tested over the four-year period post
allocation.
The table below sets out the key components of the LTI structure for Executives:
Who is Eligible to
Participate?
What is the LTI Structure?
Award Value
How are the number of
Performance Rights Issued
determined?
•
•
•
•
•
•
•
•
•
Invitation program for Executive KMP and other executives and managers in the Group.
Invitation is annual and participants must exhibit the Group core values.
Annual award of Performance Rights linked to the underlying MGH securities.
The Performance Rights do not receive distributions or voting until vesting.
Based on a profit pool allocation of EBIT for preceding financial year
Maximum annual profit share pool for all KMP and non KMP participants 5% of annual
EBIT.
Individual allocation determined based on starting % of base salary (17.5% – 50%) which
can grow over time as the Group’s earnings grow.
The number of Performance Rights allocated are calculated as the Award Value divided
by the Share Price
The Share Price is determined using the volume weighted average share price (VWAP)
during the 20-day period immediately after the issue of the annual financial statements.
What is the Vesting Period?
• The Performance Rights will vest four years post allocation, subject to meeting the
Performance Hurdles and ongoing employment by the participant
What are the Performance
Hurdles?
•
•
•
Earnings Per Share – compound annual growth rate over the four financial years post
Award. This is considered the underlying value driver for the Group and over the longer
term should align with Total Shareholder Return (TSR)
Return on Equity – average over the four financial years post-award. Measure of the
efficiency of the deployment of capital.
Hurdles are set to be challenging for management with a stretch component but
without encouraging inappropriate risk taking.
What is the weighting of the
performance hurdles
•
•
50% EPS hurdle
50% Return on Equity
Can the hurdles be adjusted
• No (subject to ASX Listing Rule adjustments)
Participant Leaves
• If participant is a good leaver they will retain a portion of their unvested Performance
Rights, pro-rated for time served and subject performance testing.
Change of Control
• The Board retains discretion in the unlikely event of change of control.
On 17 August 2023 the Board approved the LTI Award for FY22, noting that the LTI Award of the CEO and other Executive
Board members are subject to shareholder approval at the AGM.
MAAS Group Holdings Limited
Directors' report
30 June 2023
The key elements of the FY22 Award is set out in the following table. The EPS CAGR and Return on Equity range are for
the purposes of testing criteria for vesting of Performance Rights. The range does not constitute earnings guidance for
the Group. Further definition of key criteria relevant for measuring the LTIP will be provided in the financial year in which
performance rights are granted.
Element
FY22 Award
Share Price to set #
Performance Rights
EPS CAGR
Average Return on Equity
$4.00 – 20 day (VWAP 18 August 2022 to 14 September 2022)
50% Weighting
Threshold 7.5%
Maximum 12.5%
50% Weighting
Threshold 15%
Maximum 20%
Grant Date
AGM
CEO / Executive Directors subject to shareholder approval
Performance Testing
1 July 2023 to 30 June 2026
Vesting
Expiry
31 August 2026
29 August 2036
The Board will approve the calculation of the financial hurdles which will be based on reported results in the audited
financial statements.
The reported earnings for the Group includes the fair value remeasurement of deferred equity consideration relating to
acquisitions. This can result in earning fluctuations based on movements in MGH’s share price (a decrease in share price
results in a positive fair value adjustment, an increase in share price results in a negative fair value adjustment).
The Board considers that the fair value movements on deferred equity consideration do not reflect the underlying
performance of the Group and will be normalised in the EPS CAGR and Return on Equity calculations for vesting testing,
removing the impact of these adjustments.
The Board has considered the fair value remeasurement relating to development projects held for investment. While
these movements are non-cash, the Board believes that they reflect the economic value added (or deducted) during the
relevant reporting period in relation the development projects. As a result, the fair value remeasurement on
developments held for investment will be included in the calculation of EPS CAGR and Return on Equity for vesting
testing.
62 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 63
MAAS Group Holdings Limited
Directors' report
30 June 2023
7.4. EQUITY MOVEMENTS
SHAREHOLDING
The number of shares in the MGH held during the financial year by each Non-Executive Director and Executive, including
their personally related parties, is set out in the table below:
1 July 2022
Sold Purchased Remuneration
Non-Executive Directors
Stephen Bizzell
Stewart Butel
Neal O’Connor
Michael Medway
David Keir
Total
Executives
Wesley Maas
Craig G Bellamy
Tanya Gale
Candice O’Neill
Total
Total
685,979
61,376
25,437
285,640
-
1,058,432
158,063,039
181,081
-
-
158,244,120
159,302,552
-
-
-
-
-
-
-
-
-
-
-
-
62,742
1,658
-
253,011
12,500
329,911
15,318,750
-
-
-
15,318,750
15,648,661
-
-
-
-
-
-
-
-
-
-
-
-
(i) Balance of shares at time of commencing or ceasing to be a KMP
Other
Change(i)
30 June
2023
-
-
(25,437)
-
-
(25,437)
748,721
63,034
-
538,651
12,500
1,362,906
-
-
158,182
-
158,182
173,381,789
181,081
158,182
-
173,721,052
132,745 175,083,958
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
7. STATUTORY DISCLOSURES
7.1. EXECUTIVE REMUNERATION
The table below sets out the Executive Remuneration of Maas Group
Base
Salary
/Fees
$'000
360
360
360
360
243
-
138
-
1,101
720
Tanya Gale
Wesley Maas FY23
FY22
Craig Bellamy FY23
FY22
FY23
FY22
Candice O’Neill FY23
FY22
FY23
FY22
Rem. Totals
Short Term
Post
Employment
Long Term
Short
Term
Incentive Other(i)
$'000
-
18
22
15
16
-
10
-
48
33
$'000
-
-
58
114
43
-
12
-
202
114
Super-
annuation
$'000
27
36
27
36
24
-
15
-
93
72
Employee
Benefits
$'000
-
-
-
-
-
-
-
-
-
-
Equity
Based
Awards
(ii)(iii)
$'000
-
-
-
-
-
-
-
-
-
-
Total
$'000
387
414
467
525
326
-
175
-
1,355
939
Fixed
%
100%
100%
88%
78%
87%
-%
93%
-%
92%
88%
Perform-
ance
based
%
-%
-%
12%
22%
13%
-%
7%
-%
8%
12%
(i)
(ii)
(iii)
Other includes the movement in annual leave and other non-monetary benefits.
Equity based Awards – accounting expense for share-based payments in accordance with AASB2, can be negative
if an amount is reversed.
As the grant date for the FY2022 LTI Award is post 30th June 2023 no accounting expense has been recognised.
7.2. NON-EXECUTIVE DIRECTOR REMUNERATION
The table below sets out the Non-Executive Director Remuneration of Maas Group
Short Term
Post
Employment
Long Term
Base
Salary/
fees
$'000
90
91
77
77
6
77
77
74
72
55
323
374
Short
Term
Incentive
$'000
-
-
-
-
-
-
-
-
-
-
-
-
Other
$'000
-
-
-
-
-
-
-
-
-
-
-
-
Super-
annuation
$'000
10
9
8
8
1
8
8
7
8
5
35
37
Employee
Benefits
$'000
-
-
-
-
-
-
-
-
-
-
-
-
Equity
Based
Awards Total
$'000 $'000
100
100
85
85
7
85
85
81
80
60
357
411
-
-
-
-
-
-
-
-
-
-
-
-
Fixed
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Perform-
ance
based
%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
Stewart Butel
Neil O’Connor
Stephen Bizzell FY23
FY22
FY23
FY22
FY23
FY22
Michael Medway FY23
FY22
FY23
FY22
FY23
Rem. Totals
FY22
David Keir
7.3. EXECUTIVE LTI PLAN OUTSTANDING PERFORMANCE RIGHTS
There were no performance rights outstanding as at 30 June 2023.
64 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 65
MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
7.5. RELATED PARTY DISCLOSURES
RELATED PARTY TRANSACTIONS – WESLEY MAAS:
● Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2023 financial year, the
consolidated entity engaged PMA to provide commercial flights to the consolidated entity’s locations throughout
Australia. Flights are charged at cost to the consolidated entity and the total charge for the 2023 financial year was
$453,165 (2022: $175,872). The contract was based on normal terms and conditions. Amounts payable at 30 June 2023
to PMA totalled $54,678 (2022: $50,566).
● The consolidated entity leased premises from Emma Maas, the wife of Wesley Maas, on a short-term and ad-hoc basis.
The rental charged during the year of $28,050 (2022: $28,600) was based on market rates.
● The consolidated entity leased premises from Yarrandale Pty Ltd, an entity controlled and/or associated with Wesley
●
Maas. The rental charged during the year of $334,985 (2022: $318,482) was based on market rates.
In May 2021, the consolidated entity leased premises from Maas Homebush Pty Ltd, an entity controlled and/or
associated with Wesley Maas. The rental charged was based on market rates and commenced after a three-month
rent-free period, which ended in July 2021. The rental charge during the 2023 financial year was $509,722 (2022:
$491,549).
● During the 2023 financial year, Yarrandale Pty Ltd as trustee for the Yarrandale Investments Trust, W&E Maas Holdings
Pty Limited as trustee for the Maas Family Trust, Regional Properties Australia Pty Limited as trustee for the Regional
Properties Australia Unit Trust and Maas Homebush Pty Limited engaged the consolidated entity to consult on a
property portfolio. Consulting Fees paid to the consolidated entity during the year totalled $61,821. An Income in
advance liability existed for the consolidated entity at 30 June 2023 of $46,000 in relation to the above.
Prior Year:
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with MGFP Holdings Pty Limited as trustee
for MGFP Unit Trust to acquire the current Liberal Site at a market value of $6,950,000. MGFP Holdings Pty Limited is
jointly controlled by the parents of Wesley Maas and Emma Maas with the underlying beneficial and economic
interest in the MGFP Unit Trust also jointly held by the parents of Wesley Maas and Emma Maas.
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with W&E Maas Holdings Pty Limited as
trustee for the Maas Family Trust to purchase all of the shares in MAAS Group Properties Sheraton View Pty Limited
at an exercise price of $100. On exercise of the option, Choice Investments (Dubbo) Pty Ltd (an entity controlled and/or
associated with Wesley Maas), who paid the first and second instalments of the purchase price and all transaction
costs in relation MAAS Group Properties Sheraton View Pty Limited's purchase of the Sheraton Site, was entitled to
repayment of these amounts totalling $1,469,854. Wesley and Emma Maas are controlling shareholders of W&E Maas
Holdings Pty Limited and beneficiaries of the Maas Family Trust.
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to purchase all of the shares in Maas Group Properties
Bunglegumbie East Pty Ltd at a purchase price of $100. On completion of the share purchase, W&E Maas Holdings
Pty Limited acting as trustee for the Maas Family Trust, who funded the deposit and all transaction costs in relation
MAAS Group Properties Bunglegumbie East Pty Ltd's purchase of the Bunglegumbie Site, was entitled to repayment
of these amounts totalling $158,371. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty
Limited and beneficiaries of the Maas Family Trust.
● During the 2022 financial year, the consolidated entity recovered expenses of $1,786 from Choice Investments
Dubbo Pty Ltd, an entity controlled and/or associated with Wesley Maas.
RELATED PARTY TRANSACTIONS – STEPHEN BIZZELL:
●
In December 2022 the consolidated entity engaged Centec Securities Pty Ltd (Centec) to execute share buy back
orders announced to the market in that month. Centec is wholly owned indirectly by Stephen Bizzell, and Stephen is
the sole director. During the year Centec executed the buy back of 1,581,253 MGH shares and charged the consolidated
entity $3,203 in brokerage. Brokerage payable at 30 June 2023 was $49 for a share buy back executed 29 June 2023
and settled with MGH 3 July 2023.
RELATED PARTY TRANSACTIONS – MICHAEL MEDWAY:
● Michael Medway provided consultancy services to the consolidated entity under usual commercial terms. Services
included due diligence services with respect to acquisitions of businesses and or assets. The value of the services
provided in 2023 was nil (2022: $79,000).
MAAS Group Holdings Limited
Directors' report
30 June 2023
Aggregate amounts of each of the above types of other transactions with key management personnel of MAAS Group
Holdings Limited:
Amounts recognised as revenue:
Other revenue:
Consulting fee income received from entity controlled by key management personnel
Amounts recognised as an expense:
Payment for goods and services:
Advisory services – acquisitions
Rent
Travel
Other transactions:
Brokerage paid to entity controlled by key management personnel
Costs recovered from related party
Unsubscribed DRP shares underwritten by companies associated with the CEO
Amounts recognised as assets and liabilities:
At the end of the reporting period the following aggregate amounts were recognised in
relation to the above transactions:
Current liabilities (amounts payable)
Consolidated
2023
$
2022
$
15,821
-
-
872,757
453,165
1,325,922
79,000
838,631
175,872
1,093,503
3,203
-
-
-
1,786
3,986,640
Consolidated
2023
$
2022
$
100,727
138,556
This concludes the remuneration report.
SHARES UNDER OPTION
There were no unissued ordinary shares of MAAS Group Holdings Limited under option outstanding at the date of this
report.
SHARES UNDER PERFORMANCE RIGHTS
Unissued ordinary shares of MAAS Group Holdings Limited under performance rights at the date of this report are as
follows:
Grant date
23/12/2021
23/12/2021
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
Vesting date
23/12/2022
23/12/2023
22/03/2023
22/03/2024
22/03/2025
22/03/2026
22/03/2027
30/06/2023
30/06/2024
30/06/2025
Exercise
price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Number
under rights
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
181,027
Those granted a performance right, upon vesting, are entitled to receive one ordinary share per performance right held.
Performance rights that have vested but have not yet been issued are included above as these have not expired as at the
dare of this report. For further information regarding the issuance and mechanics of the performance rights, refer to note
42 Share-based payments.
66 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Directors' report
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S REPORT
30 JUNE 2023
MAAS Group Holdings Limited
Directors' report
30 June 2023
SHARES ISSUED ON THE EXERCISE OF OPTIONS
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
There were no ordinary shares of MAAS Group Holdings Limited issued on the exercise of options during the year ended
30 June 2023 and up to the date of this report.
On behalf of the directors
___________________________
Stephen G Bizzell
Chairman
17 August 2023
Brisbane
___________________________
Wesley J Maas
Managing Director and Chief Executive Officer
SHARES ISSUED ON THE EXERCISE OF PERFORMANCE RIGHTS
There were no ordinary shares of MAAS Group Holdings Limited issued on the exercise of performance rights during the
year ended 30 June 2023 and up to the date of this report.
INDEMNITY AND INSURANCE OF DIRECTORS, OFFICERS OR AUDITOR
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
During the financial year the company paid a premium to insure each of the directors against liabilities for costs and
expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in a capacity of
Director other than conduct involving a wilful breach of duty in relation to the Group. The contract of insurance prohibits
the disclosure of the nature of the liabilities covered and the amount of the premium paid. The Corporations Act does not
require disclosure of the information in these circumstances.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 33 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 33 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
● all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
● none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
ROUNDING OF AMOUNTS
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with
that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
68 | MAAS Group Holdings (ASX: MGH) Financial Report
22
23
MAAS Group Holdings (ASX: MGH) Financial Report | 69
Tel: +61 7 3237 5999
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
Fax: +61 7 3221 9227
www.bdo.com.au
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY T R MANN TO THE DIRECTORS OF MAAS GROUP HOLDINGS
LIMITED
DECLARATION OF INDEPENDENCE BY T R MANN TO THE DIRECTORS OF MAAS GROUP HOLDINGS
LIMITED
As lead auditor of MAAS Group Holdings Limited for the year ended 30 June 2023, I declare that, to the
best of my knowledge and belief, there have been:
As lead auditor of MAAS Group Holdings Limited for the year ended 30 June 2023, I declare that, to the
DECLARATION OF INDEPENDENCE BY T R MANN TO THE DIRECTORS OF MAAS GROUP HOLDINGS
best of my knowledge and belief, there have been:
LIMITED
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
As lead auditor of MAAS Group Holdings Limited for the year ended 30 June 2023, I declare that, to the
2. No contraventions of any applicable code of professional conduct in relation to the audit.
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
This declaration is in respect of MAAS Group Holdings Limited and the entities it controlled during the
This declaration is in respect of MAAS Group Holdings Limited and the entities it controlled during the
period.
period.
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of MAAS Group Holdings Limited and the entities it controlled during the
period.
T R Mann
T R Mann
Director
Director
BDO Audit Pty Ltd
BDO Audit Pty Ltd
T R Mann
Brisbane, 17 August 2023
Director
Brisbane, 17 August 2023
BDO Audit Pty Ltd
Brisbane, 17 August 2023
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
70 | MAAS Group Holdings (ASX: MGH) Financial Report
70 | MAAS Group Holdings (ASX: MGH) Financial Report
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
70 | MAAS Group Holdings (ASX: MGH) Financial Report
70 | MAAS Group Holdings (ASX: MGH) Financial Report
MAAS GROUP HOLDINGS LIMITED
CONTENTS
30 JUNE 2023
Consolidated statement of profit or loss and other comprehensive income ........................................................ 72
Consolidated statement of financial position ..................................................................................................................... 73
Consolidated statement of changes in equity ..................................................................................................................... 75
Consolidated statement of cash flows ..................................................................................................................................... 76
Notes to the consolidated financial statements ................................................................................................................. 77
General information .....................................................................................................................................................................77
Note 1.
Significant accounting policies ............................................................................................................................................77
Note 2.
Note 3. Critical accounting judgements, estimates and assumptions ...................................................................... 81
Note 4. Operating segments ................................................................................................................................................................... 82
Note 5. Revenue ................................................................................................................................................................................................ 86
Note 6. Other income ......................................................................................................................................................................................91
Note 7. Expenses ................................................................................................................................................................................................92
Note 8.
Income tax ...........................................................................................................................................................................................92
Note 9. Cash and cash equivalents ......................................................................................................................................................95
Note 10. Trade and other receivables ...................................................................................................................................................95
Note 11. Contract assets ................................................................................................................................................................................ 96
Note 12.
Inventories ........................................................................................................................................................................................... 96
Note 13. Non-current assets classified as held for sale ............................................................................................................97
Note 14. Other assets ....................................................................................................................................................................................... 98
Investments accounted for using the equity method ......................................................................................... 98
Note 15.
Note 16.
Investment properties .............................................................................................................................................................. 100
Note 17. Property, plant and equipment ...........................................................................................................................................101
Intangibles ........................................................................................................................................................................................ 104
Note 18.
Note 19. Trade and other payables ......................................................................................................................................................107
Note 20. Contract liabilities .........................................................................................................................................................................107
Note 21. Borrowings and lease liabilities ......................................................................................................................................... 108
Note 22. Employee benefits .........................................................................................................................................................................111
Note 23. Provisions ............................................................................................................................................................................................. 112
Note 24. Issued capital .................................................................................................................................................................................... 113
Note 25. Other equity .......................................................................................................................................................................................116
Note 26. Reserves ................................................................................................................................................................................................117
Note 27. Retained profits ..............................................................................................................................................................................118
Note 28. Dividends .............................................................................................................................................................................................118
Note 29. Financial instruments ................................................................................................................................................................119
Note 30. Fair value measurement ......................................................................................................................................................... 122
Note 31. Contingent liabilities ...................................................................................................................................................................124
Note 32. Commitments .................................................................................................................................................................................124
Note 33. Remuneration of auditors ......................................................................................................................................................124
Note 34. Key management personnel disclosures ....................................................................................................................124
Note 35. Related party transactions .................................................................................................................................................... 125
Note 36. Parent entity information .......................................................................................................................................................127
Note 37. Business combinations .............................................................................................................................................................128
Note 38. Interests in subsidiaries ............................................................................................................................................................134
Note 39. Events after the reporting period ...................................................................................................................................... 137
Note 40. Cash flow information ...............................................................................................................................................................138
Note 41. Earnings per share .......................................................................................................................................................................139
Note 42. Share-based payments ........................................................................................................................................................... 140
Directors’ declaration ..................................................................................................................................................................... 143
Independent auditor’s report to the members of MAAS Group Holdings Limited ...........................................144
MAAS Group Holdings (ASX: MGH) Financial Report | 71
MAAS Group Holdings Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
MAAS Group Holdings Limited
Consolidated statement of financial position
As at 30 June 2023
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Note
Consolidated
2023
$'000
2022
$'000
Consolidated
2023
$'000
2022
$'000
Note
805,324
517,121
ASSETS
5
15
6
6
12
18
17
7
8
REVENUE
Share of (losses)/profits of associates accounted for using the equity method
Other income
Interest revenue
Net fair value gain on investment properties
EXPENSES
Purchases of raw materials and consumables used and changes in
inventories
Employee benefits expense
Amortisation expense
Depreciation expense
Transaction costs relating to business combinations
Legal, audit, accounting and consultants
Motor vehicle and plant expenses
Insurance and registration
Repairs and maintenance
Rent - property and equipment short-term and low-value leases
Travel and accommodation
Other expenses
Finance costs
PROFIT BEFORE INCOME TAX EXPENSE
Income tax expense
PROFIT AFTER INCOME TAX EXPENSE FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Profit for the year is attributable to:
Non-controlling interest
Owners of MAAS Group Holdings Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of MAAS Group Holdings Limited
Basic earnings per share
Diluted earnings per share
(11)
7,438
521
30,494
761
9,689
45
18,843
(389,375)
(164,600)
(7,515)
(35,745)
(3,317)
(4,911)
(41,033)
(6,174)
(36,897)
(5,873)
(6,258)
(25,876)
(21,849)
(248,358)
(97,679)
(4,892)
(25,677)
(3,122)
(3,255)
(20,618)
(6,751)
(24,960)
(1,230)
(3,139)
(12,029)
(7,178)
94,343
87,571
(28,440)
(26,009)
65,903
61,562
484
484
861
861
66,387
62,423
27
448
65,455
-
61,562
65,903
61,562
448
65,939
-
62,423
66,387
62,423
41
41
Cents
20.66
20.38
Cents
21.42
21.26
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Non-current assets classified as held for sale
Other assets
Total current assets
Non-current assets
Inventories
Investments accounted for using the equity method
Investment properties
Property, plant and equipment
Intangibles
Deferred tax asset
Total non-current assets
Total Assets
LIABILITIES
Current liabilities
Trade and other payables
Contract liabilities
Borrowings and lease liabilities
Income tax
Employee benefits
Provisions
Other - deferred consideration payable
Total current liabilities
Non-current liabilities
Borrowings and lease liabilities
Deferred tax liability
Employee benefits
Provisions
Total non-current liabilities
Total Liabilities
Net Assets
9
10
11
12
13
14
12
15
16
17
18
8
19
20
21
8
22
23
21
8
22
23
69,369
128,229
33,940
104,442
2,000
11,031
349,011
145,245
8,750
226,761
508,924
178,144
27,008
1,094,832
52,452
84,692
26,785
87,895
-
13,799
265,623
77,599
8,761
124,600
323,225
137,160
11,985
683,330
1,443,843
948,953
119,831
14,543
52,065
8,602
10,005
13,036
-
218,082
493,141
76,641
1,041
25,646
596,469
67,411
19,979
57,908
1,162
7,273
3,434
1,261
158,428
272,231
48,509
499
13,335
334,574
814,551
493,002
629,292
455,951
The above consolidated statement of profit or loss and other comprehensive income
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
should be read in conjunction with the accompanying notes
the accompanying notes
26
72 | MAAS Group Holdings (ASX: MGH) Financial Report
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
27
MAAS Group Holdings (ASX: MGH) Financial Report | 73
MAAS Group Holdings Limited
Consolidated statement of financial position
As at 30 June 2023
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
MAAS Group Holdings Limited
Consolidated statement of changes in equity
For the year ended 30 June 2023
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
EQUITY
Issued capital
Other equity
Reserves
Retained profits
Equity attributable to the owners of MAAS Group Holdings Limited
Non-controlling interest
TOTAL EQUITY
Note
24
25
26
27
Consolidated
2023
$'000
2022
$'000
550,778
9,759
(106,117)
172,459
626,879
2,413
432,530
3,354
(107,556)
127,623
455,951
-
629,292
455,951
Refer to note 37, Business combinations, for details of the restatement of the comparative period for finalisation of
provisional accounting for a business combination.
CONSOLIDATED
Balance at 1 July 2021
Profit after income tax expense for
the year
Other comprehensive income for
the year, net of tax
Total comprehensive income for
the year
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs (note 24)
Share-based payments (note 42)
Dividends paid (note 28)
Issued
capital
$'000
279,635
Other
equity
$'000
3,354
Reserves
$'000
(109,186)
Retained
profits
$'000
80,597
Non-
controlling
interests
$'000
-
Total equity
$'000
254,400
-
-
-
152,895
-
-
-
-
-
-
-
-
-
61,562
861
-
861
61,562
-
769
-
-
-
(14,536)
-
-
-
-
-
-
-
61,562
861
62,423
152,895
769
(14,536)
455,951
Balance at 30 June 2022
432,530
3,354
(107,556)
127,623
CONSOLIDATED
Balance at 1 July 2022
Profit after income tax expense for
the year
Other comprehensive income for
the year, net of tax
Total comprehensive income for
the year
Transactions with owners in their
capacity as owners:
Net contributions of equity, net of
transaction costs (note 24)
Share-based payments (note 42)
Non-controlling interests on
acquisition of subsidiary (note 37)
Deferred consideration (note 25)
Deferred consideration - shares
issued (note 24 and note 25)
Dividends paid (note 28)
Issued
capital
$'000
432,530
Other
equity
$'000
3,354
Reserves
$'000
(107,556)
Retained
profits
$'000
127,623
Non-
controlling
interests
$'000
-
Total equity
$'000
455,951
-
-
-
114,894
-
-
-
3,354
-
-
-
-
-
-
-
9,759
(3,354)
-
-
65,455
448
65,903
484
-
-
484
484
65,455
448
66,387
-
955
-
-
-
-
-
-
-
-
-
-
114,894
955
1,965
-
1,965
9,759
-
(20,619)
-
-
-
(20,619)
Balance at 30 June 2023
550,778
9,759
(106,117)
172,459
2,413
629,292
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
28
74 | MAAS Group Holdings (ASX: MGH) Financial Report
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
29
MAAS Group Holdings (ASX: MGH) Financial Report | 75
MAAS Group Holdings Limited
Consolidated statement of cash flows
For the year ended 30 June 2023
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities before payments for land inventory
(inclusive of GST)
Payments for land inventory (inclusive of GST)
Net cash from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of businesses, net of cash acquired
Payments for investment property
Payments for property, plant and equipment
Payments for intangibles
Payments for deposits
Proceeds from disposal of investment properties
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from borrowings
Repayment of borrowings
Payment of lease liabilities
Payment for contingent and deferred consideration (long term)
Share buy-back
Share issue transaction costs
Dividends paid
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Note
Consolidated
2023
$'000
2022
$'000
845,931
(695,191)
521
(21,109)
(16,493)
536,271
(440,487)
45
(6,213)
(11,708)
113,659
(111,095)
77,908
(70,457)
2,564
7,451
(145,073)
(65,428)
(82,158)
(111)
(464)
2,147
23,486
(96,314)
(66,218)
(59,104)
-
(792)
3,000
9,003
(267,601)
(210,425)
115,005
287,486
(86,302)
(8,264)
(1,901)
(4,166)
(792)
(19,112)
94,653
225,966
(62,627)
(13,312)
(1,323)
-
(1,509)
(4,418)
281,954
237,430
16,917
52,452
34,456
17,996
40
37
24
40
40
40
40
24
24
Cash and cash equivalents at the end of the financial year
9
69,369
52,452
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
NOTE 1. GENERAL INFORMATION
The financial statements cover MAAS Group Holdings Limited as a consolidated entity consisting of MAAS Group Holdings
Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian
dollars, which is MAAS Group Holdings Limited's functional and presentation currency.
MAAS Group Holdings Limited is an ASX listed company limited by shares, incorporated and domiciled in Australia.
A description of the nature of the consolidated entity's operations and its principal activities are included in note 4 -
Operating Segments.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 17 August 2023. The
directors have the power to amend and reissue the financial statements.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out either in the
respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of
these standards and interpretations did not have any significant impact on the financial performance or position of the
consolidated entity.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
BASIS OF PREPARATION
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
HISTORICAL COST CONVENTION
The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where
applicable, by the measurement at fair value of financial assets at fair value through profit or loss, and investment
properties. Assets held for sale are measured at fair value less costs of disposal, with the exception of investment property
held for sale which is measured at fair value.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
PARENT ENTITY INFORMATION
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 36.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of MAAS Group Holdings
Limited ('company' or 'parent entity') as at 30 June 2023 and the results of all subsidiaries for the year then ended. MAAS
Group Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated
entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that
control ceases.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
30
76 | MAAS Group Holdings (ASX: MGH) Financial Report
31
MAAS Group Holdings (ASX: MGH) Financial Report | 77
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Significant accounting policies (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries in a business combination is accounted for using the acquisition method of accounting -
refer note 37. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where
the difference between the consideration transferred and the book value of the share of the non-controlling interest
acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated
entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results
in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars ($), which is MAAS Group Holdings Limited’s
functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss and other
comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the statement
of profit or loss and other comprehensive income on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive
income are recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
● assets and liabilities are translated at the closing rate at the reporting date
●
income and expenses for each statement of profit or loss and other comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions), and
● all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid,
the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
FINANCIAL INSTRUMENTS
Investments and other financial assets
Classification
The consolidated entity classifies its financial assets in the following measurement categories:
●
those to be measured subsequently at fair value (either through other comprehensive income ("OCI"), or through
profit or loss), and
those to be measured at amortised cost.
●
The classification depends on the consolidated entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
For investments in debt instruments, this will depend on the business model in which the investment is held. For
investments in equity instruments that are not held for trading, this will depend on whether the consolidated entity has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through
other comprehensive income (FVOCI). The consolidated entity reclassifies debt investments when and only when its
business model for managing those assets changes.
Measurement
At initial recognition, the consolidated entity measures a financial asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the
financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest. Measurement of cash and cash equivalents and trade and other receivables
are measured at amortised cost.
Cash and cash equivalents
Refer to note 9.
Debt instruments
Subsequent measurement of debt instruments depends on the consolidated entity's business model for managing the
asset and the cash flow characteristics of the asset. There are three measurement categories into which the consolidated
entity classifies its debt instruments:
● Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses), together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the statement of profit or loss and other
comprehensive income.
● FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’
cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying
amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign
exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the
cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other
gains/(losses). Interest income from these financial assets is included in finance income using the effective interest
rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are
presented as separate line item in the statement of profit or loss and other comprehensive income.
● FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt
investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other
gains/(losses) in the period in which it arises.
Equity instruments
The consolidated entity subsequently measures all equity investments at fair value. The consolidated entity measures its
investments in equity instruments at FVPL. Changes in the fair value of financial assets at FVPL are recognised in other
gains/(losses) in the statement of profit or loss and other comprehensive income as applicable.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Significant accounting policies (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Investments
Investments includes non-derivative financial assets with fixed or determinable payments and fixed maturities where the
consolidated entity has the positive intention and ability to hold the financial asset to maturity. This category excludes
financial assets that are held for an undefined period. Investments are carried at amortised cost using the effective interest
rate method adjusted for any principal repayments. Gains and losses are recognised in profit or loss when the asset is
derecognised or impaired.
Impairment
The consolidated entity assesses on a forward looking basis the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables and contract assets, the consolidated entity applies the
simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial
recognition of the trade receivables and contract assets.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected
credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
IMPAIRMENT OF NON-FINANCIAL ASSETS
At the end of each reporting period, the consolidated entity assesses whether there is any indication that an asset may
be impaired. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying
amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss.
Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
FINANCE COSTS
Finance costs are recognised as expenses in the period in which they are incurred, except where they are included in the
costs of qualifying assets. The capitalisation rate used to determine the amount of finance costs to be capitalised to
qualifying assets is the weighted average interest rate applicable to the entity’s borrowings during the period.
Finance costs include interest on bank overdrafts and short-term and long-term borrowings, amortisation of discounts
or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of
borrowings, finance lease charges and certain exchange differences arising from foreign currency borrowings.
GOODS AND SERVICES TAX ('GST') AND OTHER SIMILAR TAXES
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
ROUNDING OF AMOUNTS
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with
that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR EARLY ADOPTED
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2023.
The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements,
estimates and assumptions on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates
will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the
next financial year are discussed below.
Allowance for expected credit losses
The allowance for expected credit losses assessment for trade receivables and contract assets requires a degree of
estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes
assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales
experience, historical collection rates and forward-looking information that is available. Refer to note 10 for further
information.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives
are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down. There was no material adjustment required to the estimated useful lives of any assets
during the financial year (2022: no adjustment).
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment. The recoverable amounts of
cash-generating units have been determined based on value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated
future cash flows. Refer to note 18 for further information.
Investment properties
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Investment properties are revalued annually by independent professional valuers or periodically at Directors' valuation.
The critical inputs underlying the estimated fair value of investment properties are contained in note 30. Any change in
these inputs may impact the fair value of the investment properties.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular
asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined.
This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates
and assumptions using information available at the reporting date.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Critical accounting judgements, estimates and assumptions (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 4. Operating segments (continued)
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
NOTE 4. OPERATING SEGMENTS (CONTINUED)
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary
to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Business Combinations
(i) Deferred consideration and contingent consideration
The deferred consideration liability is the difference between the total purchase consideration, usually on an acquisition
of a business combination, and the amounts paid or settled up to the reporting date, discounted to net present value.
Contingent consideration included in Provisions (note 23), is measured at fair value and has been estimated using present
value techniques by discounting the probability-weighted estimated cashflows. The future cashflows are contingent on
certain hurdles being met in the future and where contingent consideration includes a variable number of shares, the
contingent liability fair value is affected by the fluctuations in the company’s share price (on date of acquisition and each
reporting date). The consolidated entity applies provisional accounting for any business combination. Any reassessment
of the liability during the earlier of the finalisation of the provisional accounting or 12 months from acquisition date is
adjusted for retrospectively as part of the provisional accounting rules in accordance with AASB 3 Business Combinations.
Thereafter, at each reporting date, the contingent consideration liability is reassessed against revised estimates and any
increase or decrease in the fair value of the liability will result in a corresponding gain or loss to profit or loss. The increase
in the deferred consideration liability resulting from the passage of time is recognised as a finance cost.
(ii) Fair value of net assets acquired
Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and
contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available
information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is
retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and
liabilities, depreciation and amortisation reported. Refer to note 37 for further information.
Rehabilitation provisions
Restoration provisions are based on estimates of the future cost to rehabilitate currently disturbed areas. Future costs
associated with dismantling and removing assets as well as restoring sites to the required condition under permit,
requires assumptions of removal and closure dates, application of environmental legislation, available technologies,
regulatory requirements, cost inflation and consultant cost estimates.
NOTE 4. OPERATING SEGMENTS
Identification of reportable operating segments
During the current financial year, following significant growth
in the commercial real estate operations,
management split the Real Estate segment into two segments: residential and commercial. The current reportable
segments are: Residential Real Estate; Commercial Real Estate; Civil, Construction and Hire; Manufacturing; and
Construction Materials. The 30 June 2022 comparatives have been restated to reflect these changes. The reportable
segments of the business are as follows:
SEGMENT
DESCRIPTION OF SEGMENT
1. Residential Real Estate
Develops, invests, builds and sells residential land and housing
2. Commercial Real Estate
Commercial Construction: builds and constructs commercial developments
Commercial Development and Investment: delivers commercial property and
industrial developments, and investing in commercial real estate
3. Civil, Construction and Hire
Civil Construction: civil infrastructure construction, roads, dams and mining
infrastructure
Plant Hire and Sales: above and underground plant hire for major infrastructure and
tunnelling projects
Electrical Services: electrical infrastructure, communications and specialised services
4. Manufacturing
Manufacturing, sales and distribution of underground construction and mining
equipment and parts
5. Construction Materials
Quarries: supply of quarry materials and concrete to construction projects
Crushing and Screening: mobile crushing and screening for quarries, civil works and
mining
Geotechnical services
Asphalt Services
Other
This includes corporate
The operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation
of resources. There is no aggregation of operating segments.
At the operating segment level the CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation)
and EBIT. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the
financial statements.
The information reported to the CODM is on a monthly basis.
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans
payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment
loans are eliminated on consolidation.
Segment assets
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the
operations of the segment and the physical location of the asset.
Segment liabilities
Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on
the operations of the segment.
Major customers
For the years ended 30 June 2023 and 30 June 2022, there was no customer who contributed more than 10% to the
consolidated entity's revenue.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Operating segments (continued)
30 JUNE 2023
NOTE 4. OPERATING SEGMENTS (CONTINUED)
Operating segment information
Consolidated 2023
Revenue
Sales to external
customers
Intersegment sales
Total sales revenue
Other revenue
Interest revenue
Total revenue
Adjusted EBITDA*
Depreciation and
amortisation
Adjusted EBIT*
Interest revenue
Finance costs
Transaction costs relating
to business combinations
Other non-recurring
expenses
Profit/(loss) before
income tax expense
Income tax expense
Profit after income tax
expense
Assets
Segment assets
Total assets
Total assets includes:
Investments in associates
Acquisition of non-current
assets
Liabilities
Segment liabilities
Total liabilities
Residential
Real Estate
Commercial
Real Estate
$’000
$’000
Civil,
Construction
and Hire
$’000
Manu-
facturing
$’000
Construction
Materials
$’000
Eliminations
and
Adjustments
$’000
Other
$’000
Total
$’000
89,025
-
89,025
642
14
89,681
115,393
15,574
130,967
7,251
11
138,229
334,358
35,342
369,700
2,774
45
372,519
29,933
-
29,933
637
14
30,584
220,609
6,901
227,510
4,543
6
232,059
-
-
-
159
431
590
-
(57,817)
(57,817)
-
-
(57,817)
789,318
-
789,318
16,006
521
805,845
12,832
41,713
68,723
4,102
52,742
(15,889)
(598)
163,625
(14)
(798)
(21,542)
(639)
(19,314)
(953)
-
(43,260)
12,818
14
(770)
40,915
11
(310)
47,181
45
(2,767)
3,463
14
(360)
33,428
6
(2,283)
-16,842
431
(15,359)
(598)
-
-
-
-
-
-
(6)
-
-
-
-
-
(3,311)
(1,377)
-
-
12,062
40,616
44,453
3,117
31,151
(36,458)
(598)
212,827
316,848
363,047
57,624
468,433
30,751
(5,687)
120,365
521
(21,849)
(3,317)
(1,377)
94,343
(28,440)
65,903
1,443,843
1,443,843
8,750
-
-
-
-
34,751
59,637
76,481
1,076
210,486
-
-
-
8,750
(1,154)
381,277
33,050
58,610
173,644
11,849
159,461
378,141
(204)
814,551
814,551
* Adjusted EBITDA and Adjusted EBIT excludes effects of significant items of income and expenditure which may have
an impact on the quality of earnings such as bargain purchases from business combinations, transaction costs relating
to business combinations, and other non-recurring expenses.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 4. Operating segments (continued)
NOTE 4. OPERATING SEGMENTS (CONTINUED)
Consolidated - 2022
Revenue
Sales to external
customers
Intersegment sales
Total sales revenue
Other revenue
Interest revenue
Total revenue
Adjusted EBITDA*
Depreciation and
amortisation
Adjusted EBIT*
Interest revenue
Finance costs
Transaction costs
relating to business
combinations
Other non-recurring
expenses
Profit/(loss) before
income tax expense
Income tax expense
Profit after income tax
expense
Assets
Segment assets
Total assets
Total assets includes:
Investments in
associates
Acquisition of non-
current assets
Liabilities
Segment liabilities
Total liabilities
Residential
Real Estate
$'000
Commercial
Real Estate
$'000
Civil,
Construction
and Hire
$'000
Manu-
facturing
$'000
Construction
Materials
$'000
Eliminations
and
Adjustments
$'000
Other
$'000
Total
$'000
99,961
-
99,961
177
12
100,150
61,115
6,533
67,648
2,585
1
70,234
221,273
30,560
251,833
440
2
252,275
19,462
317
19,779
(2)
23
19,800
108,082
6,481
114,563
4,028
7
118,598
-
-
-
-
-
-
-
(43,891)
(43,891)
-
-
(43,891)
509,893
-
509,893
7,228
45
517,166
29,238
24,004
49,782
1,791
27,331
(1,933)
(1,409)
128,804
(6)
(348)
(17,930)
(1,432)
(11,170)
(2)
319
(30,569)
29,232
12
(514)
23,656
1
(15)
31,852
2
(1,786)
359
23
(403)
16,161
7
(1,192)
(1,935)
-
(3,268)
(1,090)
-
-
98,235
45
(7,178)
-
-
-
-
(8)
-
-
-
(253)
(2,861)
-
(409)
-
-
28,730
23,642
30,060
(21)
14,723
(8,473)
(1,090)
151,633
183,037
308,906
47,312
236,283
24,429
(2,647)
(3,122)
(409)
87,571
(26,009)
61,562
948,953
948,953
8,761
-
-
-
-
63,545
116,134
70,546
115
82,114
-
-
-
8,761
(777)
331,677
51,251
39,163
126,715
13,061
72,832
187,822
2,158
493,002
493,002
* Adjusted EBITDA and Adjusted EBIT excludes effects of significant items of income and expenditure which may have
an impact on the quality of earnings such as bargain purchases from business combinations, transaction costs relating
to business combinations, and other non-recurring expenses.
Geographical information
For the financial year ended 30 June 2023, revenue from external customers attributed to foreign countries amounted to
$27.759m (30 June 2022: $9.137m). This related to the sales of underground equipment and toll manufacturing from the
Manufacturing segment. Countries where revenue from the sale of underground equipment directly and through
international distribution networks included Mongolia, Indonesia, Papua New Guinea and New Zealand. No revenues
attributed to an individual foreign country is material.
The total non-current assets, other than financial instruments and deferred tax assets, located in Australia amounted to
$1,054.412m (2022 - $657.620m) and non-current assets located in foreign countries (Vietnam and Indonesia) amounted
to $9.062m (2022 - $9.554m). No non-current assets in an individual foreign country are material.
84 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Operating segments (continued)
30 JUNE 2023
NOTE 4. OPERATING SEGMENTS (CONTINUED)
Accounting policy for operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance.
NOTE 5. REVENUE
Revenue from contracts with customers
Construction - civil infrastructure (i)
Construction - residential (i)
Construction - commercial (i)
Electrical service (i)
Repairs (i)
Sale of goods - plant, equipment, parts, building materials, road-base, concrete and asphalt
(ii)
Land development and resale (ii)
Geotechnical services (ii)
Other revenue
Equipment and machinery hire
Rent
Other revenue
Consolidated
2023
$'000
142,857
52,069
92,230
71,911
1,038
308,584
36,986
23,227
728,902
60,416
5,664
10,342
76,422
2022
$'000
63,384
38,291
49,779
47,989
1,886
171,762
64,685
19,374
457,150
52,743
2,164
5,064
59,971
Revenue
805,324
517,121
Disaggregation of revenue
The consolidated entity derives revenue from the transfer of goods and services over time and at a point in time for all
major revenue sources indicated above. Revenue from contracts with customers is derived from the sale of goods and
services to global customers located in countries including Australia, Vietnam, Indonesia, Mongolia, Papua New Guinea
and New Zealand. Management does not review revenue by country. Refer to note 4 for disaggregation of revenue by
geographical region.
(i) Revenue recognised over time
(ii) Revenue recognised at a point in time
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 5. Revenue (continued)
NOTE 5. REVENUE(CONTINUED)
Included in the following tables are reconciliations of the disaggregated revenue and other income with the consolidated
entity's reportable segments (refer note 4).
Residential
Real Estate
Commercial
Real Estate
$'000
$'000
Civil,
Construction
and Hire
$'000
Manu-
facturing
$'000
Construction
Materials
$'000
Eliminations
and
Adjustments
$'000
Other
$'000
Total
$'000
-
52,069
-
-
-
-
-
99,501
-
-
170,242
-
-
85,969
1,038
-
-
-
-
-
-
-
-
-
-
-
31,436
54,562
29,933
198,335
36,956
-
30
-
-
-
-
-
-
24,446
89,025
130,967
311,811
29,933
222,781
-
-
57,889
-
4,729
-
-
-
-
-
-
-
-
-
-
(27,385)
-
(7,271)
(14,058)
-
142,857
52,069
92,230
71,911
1,038
(5,682)
308,584
-
(1,219)
36,986
23,227
(55,615)
728,902
(2,202)
60,416
89,025
130,967
369,700
29,933
227,510
-
(57,817)
789,318
Residential
Real Estate
Commercial
Real Estate
$'000
$'000
Civil,
Construction
and Hire
$'000
Manu-
facturing
$'000
Construction
Materials
$'000
Eliminations
and
Adjustments
$'000
Other
$'000
Total
$'000
642
7,251
60,663
637
9,272
159
(2,202)
76,422
-
-
(57,889)
-
(4,729)
-
2,202
(60,416)
642
7,251
2,774
637
4,543
159
-
16,006
2023
Construction - civil
infrastructure
Construction - residential
Construction - commercial
Electrical service
Repairs
Sale of goods - plant,
equipment, parts, building
materials, road-base,
concrete and asphalt
Land development and
resale
Geotechnical services
Revenue from contracts
with customers
Equipment and
machinery hire
Total sales revenue per
segment
2023
Other revenue
Equipment and
machinery hire disclosed
in sales revenue per
segment
Total other revenue per
segment
Revenue
89,667
138,218
372,474
30,570
232,053
159
(57,817) 805,324
86 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Revenue (continued)
30 JUNE 2023
NOTE 5. REVENUE (CONTINUED)
2022
Construction - civil
infrastructure
Construction - residential
Construction -
commercial
Electrical service
Repairs
Sale of goods - plant,
equipment, parts,
building materials, road-
base, concrete and
asphalt
Land development and
resale
Geotechnical services
Revenue from contracts
with customers
Equipment and
machinery hire
Total sales revenue per
segment
2022
Other revenue
Equipment and
machinery hire disclosed
in sales revenue per
segment
Total other revenue per
segment
Residential
Real Estate
$'000
Commercial
Real Estate
$'000
Civil,
Construction
and Hire
$'000
Manu-
facturing
$'000
Construction
Materials
$'000
Eliminations
and
adjustments
$'000
-
-
56,312
-
-
91,131
-
-
47,989
1,886
-
-
-
-
-
-
-
-
-
-
(27,747)
(15,202)
8,669
-
-
Total
$'000
63,384
23,089
64,981
47,989
1,886
-
38,291
-
-
-
-
8,321
57,285
19,779
94,427
(8,050)
171,762
61,670
-
3,015
-
-
-
-
-
-
19,374
-
-
64,685
19,374
99,961
67,648
198,291
19,779
113,801
(42,330)
457,150
-
-
53,542
-
762
(1,561)
52,743
99,961
67,648
251,833
19,779
114,563
(43,891)
509,893
Residential
Real Estate
Commercial
Real Estate
$'000
$'000
Civil,
Construction
and Hire
$'000
Manu-
facturing
$'000
Construction
Materials
$'000
Eliminations
and
adjustments
$'000
Total
$'000
177
2,585
53,982
(2)
4,790
(1,561)
59,971
-
-
(53,542)
-
(762)
1,561
(52,743)
177
2,585
440
(2)
4,028
-
7,228
Revenue
100,138
70,233
252,273
19,777
118,591
(43,891)
517,121
ACCOUNTING POLICY FOR REVENUE RECOGNITION
Construction - civil infrastructure
The consolidated entity derives revenue from providing services to civil construction projects across Australia. Contracts
entered into may be for the construction of one or several separate stages in a project (deliverables). The construction of
each individual deliverable is generally taken to be one performance obligation. Where contracts are entered for the
building of deliverables, the total transaction price is allocated across each deliverable based on stand-alone selling prices.
The transaction price is normally fixed at the start of the project. It is normal practice for contracts to include bonus and
penalty elements based on timely construction or other performance criteria known as variable consideration, discussed
below.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 5. Revenue (continued)
NOTE 5. REVENUE (CONTINUED)
The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on
the assets being constructed they are controlled by the customer and have no alternative use to the consolidated entity,
with the consolidated entity having a right to payment for performance to date.
Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on
the measured output of each process based on appraisals that are agreed with the customer on a regular basis.
Revenue earned is typically invoiced monthly or in some cases on achievement of milestones or to match major capital
outlay.
Invoices are paid on normal commercial terms, which may include the customer withholding a retention amount until
finalisation of the construction. Certain construction projects entered into receive payment prior to work being performed
in which case revenue is deferred on the statement of financial position.
Construction - residential & commercial
The consolidated entity derives revenue from the construction of residential houses and commercial developments.
Contracts entered into for the construction of a residential dwelling or commercial developments are to be taken to be
one performance obligation and a stand-alone selling price. The performance obligation is fulfilled over time and as such
revenue is recognised over time. As work is performed on the assets being constructed they are controlled by the
customer and have no alternative use to the consolidated entity, with the consolidated entity having a right to payment
for performance to date.
Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on
the measured input, being stage of completion of costs incurred against budgeted costs. Stage of completion is
determined with reference to the services performed to date as a percentage of total anticipated services to be
performed.
Customers are invoiced based on the achievement of milestones (included in the contract). Payment is received following
invoice on normal commercial terms. At reporting date, the amounts invoiced are likely to differ from the stage of
completion. The difference is recognised as either a contract asset or contract liability.
Equipment and machinery hire
The consolidated entity generates revenue from the provision of dry hire and wet hire of plant and equipment to many
infrastructure projects throughout Australia. Contracts include separate mobilisation and demobilisation fees and a
schedule of rates for the dry hire or wet hire. Dry hire revenue is generated from hire of equipment only, no supply of
driver, maintenance or fuel, whereas wet hire includes a driver and can include maintenance services and fuel.
These form of contracts may vary in scope however all wet hires have one common performance obligation, being the
provision of equipment and driver to the customer which includes mobilisation and dismantling, and maintenance
services and any ancillary materials that are required to fulfil the obligation.
The mobilisation fees, maintenance services and ancillary materials are generally taken to be one performance obligation
as the customer does not benefit from these services on its own, are not considered distinct and therefore are grouped
with other items in the contract, being the hire of equipment.
Equipment and machinery rental periods are typically short-term and is recognised at fixed rates over the period of hire.
Customers are in general invoiced on a monthly basis and payment is received following invoice on normal commercial
terms.
Electrical service revenue
The consolidated entity performs electrical services specialising in underground and overhead power line construction
and High Voltage and Low Voltage cable jointing for supply authorities and mining professionals. Contracts may include
multiple processes required to be performed for each milestone set in the project. Milestones may be performed by the
Group or by other contractors employed by the customer and as such are accounted for as separate obligations. The
transaction price is allocated to each performance obligation based on the stand-alone selling price. The total transaction
price may include a variable pricing element which is accounted for in accordance with the policy on variable
consideration.
Performance obligations are fulfilled over time with revenue recognised in the accounting period in which the electrical
services are rendered based on the amount of the expected transaction price allocated to each performance obligation
as the customer continues to control the asset as it is enhanced.
88 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 89
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Revenue (continued)
30 JUNE 2023
NOTE 5. REVENUE (CONTINUED)
Customers are typically invoiced on a monthly basis for an amount that is calculated on a schedule of rates that is aligned
with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal
commercial terms.
Service revenue: repairs
The consolidated entity performs repairs to machinery in the underground mining, tunnelling, civil construction and rail
industries. Contracts include a schedule of rates that is aligned with the stand alone selling prices of the service
provided. The performance obligation is fulfilled over time and as such revenue is recognised over time because the
customer simultaneously receives and consumes the benefits provided by the entity’s performance. Revenue is
recognised on the measured output with reference to the services performed to date.
Customers are typically invoiced on a monthly basis for an amount that is calculated on a schedule of rates that is aligned
with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal
commercial terms.
Sales of goods – plant, equipment, parts, building materials, road-base, concrete and asphalt
The consolidated entity sells plant, equipment, parts, building materials, road-base, concrete and asphalt. Sale of these
goods usually contains only one performance obligation, with revenue recognised at the point in time when the material
is transferred to the customer. The revenue is measured at the transaction price agreed under the contract. In most cases,
the consideration is due when the goods have been transferred to the customer.
Land development and resale
The consolidated entity develops and sells residential properties. Property revenue is recognised when control over the
property has been transferred to the customer. This is generally at the point when legal title has transferred to the
customer as properties are not developed based on the specific needs of individual customers. The revenue is measured
at the transaction price agreed under the contract.
Geotechnical services
The consolidated entity provides a range of Geotechnical consulting services to its clients including onsite earthworks
testing, lab materials testing, geotechnical investigations & drilling, and concrete testing. Individual contracts are typically
short-term in nature and relate to a discrete project or asset. Revenue is recognised in the accounting period in which
the services are rendered, at a point-in-time when the results are provided to the client (the performance obligation).
Payment is generally due within 30 days from completion of the services. Consulting services are generally short-term in
nature with most contracts completed within 30 days.
Manufacturing sales
The consolidated entity recognises a contract asset over the period in which the performance obligation is fulfilled and
recognises contract liabilities arise where payments are received prior to work being performed. Revenue is recognised
at the point in time when the manufactured machine is transferred to the customer. Manufacturing sales are included in
Sale of goods - plant, equipment, parts, road-base and aggregates revenue stream.
Variable consideration
It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost
effectiveness of work completed or other performance related KPIs. Where consideration in respect of a contract is
variable, the expected value of revenue is only recognised when the uncertainty associated with the variable
consideration is subsequently resolved, known as “constraint” requirements. The consolidated entity assesses the
constraint requirements on a periodic basis when estimating the variable consideration to be included in the transaction
price. The estimate is based on all available information including historic performance. Where modifications in design or
contract requirements are entered into, the transaction price is updated to reflect these. Where the price of the
modification has not been confirmed, an estimate is made of the amount of revenue to recognise whilst also considering
the constraint requirement.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 5. Revenue (continued)
NOTE 5. REVENUE (CONTINUED)
Contract assets and liabilities
AASB 15 uses the terms ‘contract asset’ and ‘contract liability’ to describe what is commonly known as ‘accrued revenue’
and ‘deferred revenue’. Contract assets are balances due from customers under contracts as work is performed and
therefore a contract asset is recognised over the period in which the performance obligation is fulfilled. This represents
the entity’s right to consideration for the services transferred to date. Amounts are generally reclassified to receivables
when these have been certified or invoiced to a customer. Contract liabilities arise where payment is received prior to
work being performed.
Warranties and defect periods
Generally construction and services contracts include defect and warranty periods following completion of the project.
These obligations are not deemed to be separate performance obligations and therefore estimated and included in the
total costs of the contracts. Where required, amounts are recognised accordingly in line with AASB 137 Provisions,
Contingent Liabilities and Contingent Assets.
Loss making contracts
A provision is made for the difference between the expected cost of fulfilling a contract and the expected unearned
portion of the transaction price where the forecast costs are greater than the forecast revenue.
Dividends and interest
Dividend revenue is recognised when the right to receive a dividend has been established, and interest revenue is
recognised using the effective interest method.
Rent
Rent revenue from investment properties is recognised on a straight-line basis over the lease term. Lease incentives
granted are recognised as part of the rental revenue. Contingent rentals are recognised as income in the period when
earned.
NOTE 6. OTHER INCOME
Net gain on disposal of property, plant and equipment
Net gain on disposal of investment property
Insurance recoveries
Net reimbursement of expenses
Fair value gain on remeasurement of contingent consideration (note 23)
Other income
Net fair value gain on investment properties
Fair value gain - commercial real estate assets
Fair value gain - residential real estate build-to-rent assets
Fair value gain attributable to third-parties
Net fair value gain
Consolidated
2023
$'000
4,131
1,742
333
534
698
2022
$'000
2,649
-
305
189
6,546
7,438
9,689
Consolidated
2023
$'000
27,678
4,168
31,846
2022
$'000
14,515
4,328
18,843
(1,352)
-
30,494
18,843
90 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 91
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 8. Income tax (continued)
NOTE 8. INCOME TAX (CONTINUED)
NOTE 7. EXPENSES
Profit before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities and chattel mortgages
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense - employee benefits
NOTE 8. INCOME TAX
Income tax expense
Current tax
Deferred tax - origination and reversal of temporary differences
Adjustment recognised for prior periods
Difference in overseas tax rates
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
Increase in deferred tax liabilities
Deferred tax - origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-assessable income
Other non-deductible expenses
Adjustment recognised for prior periods
Difference in overseas tax rates
Income tax expense
Amounts credited directly to equity
Aggregate current and deferred tax arising in the period and not recognised in net profit or
loss or other comprehensive income but directly debited or credited to equity
Consolidated
2023
$'000
2022
$'000
17,007
4,842
4,248
2,930
21,849
7,178
11,524
7,180
955
769
Consolidated
2023
$'000
20,715
7,032
190
503
2022
$'000
13,085
12,924
-
-
28,440
26,009
(8,201)
15,233
(3,548)
16,472
7,032
12,924
94,343
87,571
28,303
26,271
(1,083)
527
27,747
190
503
(690)
253
25,834
-
175
28,440
26,009
Consolidated
2023
$'000
2022
$'000
(2,452)
(303)
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Carried forward losses acquired through business combinations
Property, plant and equipment
Employee benefits
Provisions
Customer contracts/relationships
Transaction/issuance costs
Other
Deferred tax asset
Movements:
Opening balance
Credited to profit or loss
Credited to equity
Additions through business combinations (note 37)
Closing balance
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
Deferred/contingent consideration
Customer contracts/relationships
Other
Deferred tax liability
Movements:
Opening balance
Charged to profit or loss
Charged to equity
Additions through business combinations (note 37)
Closing balance
Provision for income tax
Provision for income tax
Consolidated
2023
$'000
2022
$'000
3,251
12,556
3,340
1,782
536
918
4,625
2,460
3,685
2,316
1,949
-
967
608
27,008
11,985
11,985
8,201
6,822
-
4,361
3,548
2,904
1,172
27,008
11,985
Consolidated
2023
$'000
2022
$'000
68,111
-
4,086
4,444
43,402
1,889
2,209
1,009
76,641
48,509
48,509
15,233
4,370
8,529
25,338
16,472
2,601
4,098
76,641
48,509
Consolidated
2023
$'000
2022
$'000
8,602
1,162
92 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 93
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
NOTE 8. INCOME TAX (CONTINUED)
Accounting policy for income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable
to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except
for:
● when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
● when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
NOTE 9. CASH AND CASH EQUIVALENTS
Current assets
Cash on hand
Cash at bank
Consolidated
2023
$'000
4
69,365
2022
$'000
20
52,432
69,369
52,452
Accounting policy for cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
NOTE 10. TRADE AND OTHER RECEIVABLES
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available
for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it
is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
MAAS Group Holdings Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group
continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate
taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax
consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or
assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary
in the tax consolidated group.
The company, in conjunction with other members of the tax-consolidated group, has entered into a tax funding
arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts.
The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed
by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the company recognising
an inter-entity payable (receivable) equal in amount to the tax liability (asset) assumed. The inter-entity payable
(receivable) is at call. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and
reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.
The company, in conjunction with other members of the tax-consolidated group, has also entered into a tax sharing
agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between
the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the
financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is
considered remote.
Current assets
Financial assets at amortised cost:
Trade receivables
Less: Allowance for expected credit losses
Other receivables
GST receivable
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectable
Closing balance
Accounting policy for trade and other receivables
Consolidated
2023
$'000
2022
$'000
119,429
(887)
118,542
9,687
-
76,827
-
76,827
7,109
756
128,229
84,692
Consolidated
2023
$'000
-
2,693
(1,806)
2022
$'000
-
301
(301)
887
-
Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary
course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified
as current assets. All other receivables are classified as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognised at fair value. The consolidated entity holds the trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method.
(a) Fair values of trade and other receivables
Due to the short term nature of the current receivables, the carrying amount is considered to be the same as their fair
value.
94 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Trade and other receivables (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 12. Inventories (continued)
NOTE 10. TRADE AND OTHER RECEIVABLES (CONTINUED)
NOTE 12. INVENTORIES (CONTINUED)
(b) Other receivables at amortised cost
These amounts generally arise from transactions outside the usual operating activities of the consolidated entity. Interest
is charged at commercial rates where the repayment exceeds 12 months. Collateral is not normally obtained. The non-
current receivables are due and payable within 2 years from the end of the reporting period.
- Raw materials, finished goods and parts
Raw materials, finished goods and parts are stated at the lower of cost and net realisable value. Cost comprises direct
materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure. Costs of purchased
inventory are determined after deducting rebates and discounts received or receivable.
(c) Impairment and risk exposure
Note 29 sets out information of financial assets and exposure to credit risk.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses.
Refer note 29 for the consolidated entity's exposure to foreign currency risk.
NOTE 13. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
NOTE 11. CONTRACT ASSETS
Current assets
Contract assets
Consolidated
2023
$'000
2022
$'000
33,940
26,785
The increase in contract assets of $7.155m was driven by both the Civil, Construction and Hire and Commercial Real Estate
Segments. In the Civil, Construction and Hire segment, an increase in both the number and value of projects due to
organic growth and the acquisition of Schwarz Excavations resulted in the higher contract asset movement. In the
Commercial Real Estate segment, an increase in both the number and value of projects due to growth resulted in the
higher movement.
Accounting policy for contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where
the consolidated entity is yet to establish an unconditional right to consideration. Contract assets are treated as financial
assets for impairment purposes.
NOTE 12. INVENTORIES
Current assets
Raw materials - at cost
Finished goods - at cost
Land held for development and resale
Machines held for resale - at cost
Non-current assets
Land held for development and resale
Total inventories
Amounts recognised in profit or loss
Inventories recognised as an expense during the year
Consolidated
2023
$'000
9,525
33,155
21,646
40,116
2022
$'000
6,868
27,560
23,460
30,007
104,442
87,895
145,245
77,599
249,687
165,494
Consolidated
2023
$'000
318,991
2022
$'000
262,008
Accounting policy for inventories
Inventories are carried at the lower of cost and net realisable value and comprise of the following:
- Land held for development and resale
Cost includes the costs of acquisition, development and holding costs such as rates, taxes and finance costs. Land held
for development and resale not expected to be realised within the next 12 months has been classified as non-current.
Current assets
Investment properties - at fair value
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening balance
Transfers from/(to) investment properties (note 16)
Additions
Properties sold
Closing balance
Consolidated
2023
$'000
2,000
2022
$'000
-
-
2,000
-
-
4,280
(1,280)
12
(3,012)
2,000
-
The investment properties held for sale at 30 June 2023 consisted of a commercial property with a fair value of $2.000m,
situated in Newcastle NSW. The asset is presented within total assets of the Commercial Real Estate segment in note 4.
Accounting policy for non-current assets or disposal groups classified as held for sale
Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying
amount and fair value less costs of disposal. Investments properties held for sale are measured at fair value. For non-
current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in
their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal
groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of
disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss
previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses
attributable to the liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented
separately on the face of the statement of financial position, in current assets. The liabilities of disposal groups classified
as held for sale are presented separately on the face of the statement of financial position, in current liabilities.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 15. Investments accounted for using the equity method (continued)
NOTE 14. OTHER ASSETS
Current assets
Prepaid expenses
Deposits
Other current assets
NOTE 15. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Non-current assets
Investment in associate
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and
previous financial year are set out below:
Opening carrying amount
Profit/(loss) after income tax
Closing carrying amount
Interests in associates
Consolidated
2023
$'000
5,856
3,925
1,250
2022
$'000
4,826
7,100
1,873
11,031
13,799
Consolidated
2023
$'000
2022
$'000
8,750
8,761
8,761
(11)
8,000
761
8,750
8,761
In May 2021, the company acquired a 45.71% interest in the 1990 Elizabeth Property Unit Trust (“1990 Trust”) which holds a
development site in the Western Sydney Airport precinct at Badgery’s Creek. The company is guaranteed two seats on
the board of the trustee of the 1990 Trust and participates in significant and financial operating decisions. Although the
company does not have control of the Trust, it does have significant influence.
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that
are material to the consolidated entity are set out below:
Name
1990 Elizabeth Property Unit Trust
Principal place of business /
Country of incorporation
Australia
Ownership interest
2023
%
45.71%
2022
%
45.71%
NOTE 14. OTHER ASSETS (CONTINUED)
Summarised financial information
The information disclosed reflects the amounts presented in the financial statements of the relevant associates and not
MGH’s share of those amounts. They have been amended to reflect adjustments made by the company when using the
equity method, including fair value adjustments and modifications for differences in accounting policy.
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue
Net fair value gain/(loss) on investment property
Expenses
Profit/(loss) before income tax
Other comprehensive income
Total comprehensive income
Reconciliation of the consolidated entity's carrying amount
Consolidated entity's share of net assets (45.71%)
Closing carrying amount
Accounting policy for associates
2023
$'000
631
19,000
2022
$'000
360
19,026
19,631
19,386
489
489
220
220
19,142
19,166
793
(385)
(431)
128
1,874
(337)
(23)
1,665
-
-
(23)
1,665
8,750
8,761
8,750
8,761
Associates are entities over which the consolidated entity has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits
or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other
comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-
acquisition changes in the consolidated entity's share of net assets of the associate. Goodwill relating to the associate is
included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate, including any
unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the associate
and recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair
value of the retained investment and proceeds from disposal is recognised in profit or loss.
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MAAS Group Holdings (ASX: MGH) Financial Report | 99
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 16. Investment properties (continued)
NOTE 16. INVESTMENT PROPERTIES (CONTINUED)
NOTE 16. INVESTMENT PROPERTIES
Minimum lease payments receivable on leases of investment properties are as follows:
Non-current assets
Investment properties - at fair value
Investment properties under construction - at cost
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and
previous financial year are set out below:
Balance at 1 July
Additions
Additions through business combinations (note 37)
Disposals
Transfer (to)/from non-current assets held for sale (note 13)
Fair value gain - commercial real estate assets
Fair value gain - residential real estate build-to-rent assets
Transfer from/(to) inventory
Transfer from property, plant and equipment (note 17)
Balance at 30 June
Amounts recognised in profit or loss for investment properties
Rental income
Direct operating expenses from property that generated rental income
Direct operating expenses from property that did not generate rental income
Significant estimate - Valuations of investment properties
Refer to note 30 for further information on fair value measurement.
Leasing arrangements
Consolidated
2023
$'000
2022
$'000
226,348
413
69,849
54,751
226,761
124,600
124,600
65,428
-
(405)
(2,000)
27,678
4,168
6,576
716
25,843
72,856
16,171
-
1,280
14,515
4,328
(10,393)
-
226,761
124,600
Consolidated
2023
$'000
5,554
(1,477)
(884)
2022
$'000
2,350
(385)
(282)
The investment properties are leased to tenants under operating leases with rentals payable monthly. Lease payments
for some contracts include CPI increases. Where considered necessary to reduce credit risk, the consolidated entity may
obtain bank guarantees for the term of the lease.
Although the consolidated entity is exposed to changes in the residual value at the end of the current leases, the
consolidated entity typically enters into new operating leases and therefore will not immediately realise any reduction in
residual value at the end of these leases. Expectations about the future residual values are reflected in the fair value of the
properties.
Within 1 year
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
Later than 5 years
Consolidated
2023
$'000
6,601
5,910
5,392
5,126
4,877
3,055
2022
$'000
2,728
2,559
2,486
2,171
1,866
2,617
30,961
14,427
Accounting policy for investment properties
Investment properties principally comprise of freehold land and buildings held for long-term rental and capital
appreciation that are not occupied by the consolidated entity. Investment properties are initially recognised at cost,
including transaction costs, and are subsequently remeasured annually at fair value. Movements in fair value are
recognised directly to profit or loss.
Investment properties are derecognised when disposed of or when there is no future economic benefit expected.
Transfers to and from investment properties to inventories are determined by a change in use evidenced by internal and
external factors. During the period, the group transferred Build-to-Rent land to investment property. The fair value on the
date of change of use from investment properties to inventories and vice-versa is deemed the cost for the subsequent
accounting.
Investment properties also include properties under construction for future use as investment properties. These are
carried at fair value, or at cost where fair value cannot be reliably determined and the construction is incomplete.
NOTE 17. PROPERTY, PLANT AND EQUIPMENT
Non-current assets
Quarry land - at cost
Less: Accumulated amortisation
Land and buildings - at cost
Less: Accumulated depreciation
Hire machinery and equipment - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Assets under construction - at cost
Consolidated
2023
$'000
89,443
(2,153)
87,290
93,220
(6,809)
86,411
130,362
(28,448)
101,914
198,585
(39,440)
159,145
71,271
(10,695)
60,576
2022
$'000
43,582
(901)
42,681
39,329
(4,404)
34,925
123,307
(26,000)
97,307
140,817
(30,170)
110,647
24,872
(8,052)
16,820
13,588
20,845
508,924
323,225
100 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 101
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Property, plant and equipment (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 17. Property, plant and equipment (continued)
NOTE 17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
NOTE 17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Reconciliations
Accounting policy for property, plant and equipment
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2021
Additions
Additions through
business combinations
(note 37)
Disposals
Transfers from/(to)
inventory
Exchange differences
Transfers in/(out)
Depreciation expense
Balance at 30 June 2022
Additions
Additions through
business combinations
(note 37)
Disposals
Transfers from/(to)
inventory
Exchange differences
Transfer to investment
property (note 16)
Transfers in/(out)
Depreciation expense
Quarry
land
$'000
28,238
66
14,840
-
-
-
-
(463)
Land and
buildings
$'000
30,531
1,666
Hire
equipment
and
machinery
$'000
93,979
12,378
5,536
-
68
427
(887)
(2,416)
-
(3,041)
41
-
3,827
(9,877)
Plant and
equipment
Motor
vehicles
Assets under
construction
Total
$'000
58,698
6,110
39,538
(2,333)
9
70
18,875
(10,320)
$'000
14,261
4,395
1,234
(837)
-
-
91
(2,324)
$'000
7,290
36,061
$'000
232,997
60,676
-
(143)
61,148
(6,354)
(180)
-
(21,906)
(277)
(62)
497
-
(25,677)
42,681
603
34,925
5,116
97,307
23,627
110,647
10,017
16,820
4,185
20,845
44,315
323,225
87,863
48,293
-
32,724
(285)
-
-
-
(3,000)
(1,287)
-
126
(716)
19,551
(5,030)
-
(12,155)
(2,724)
-
-
4,874
(9,015)
53,636
(4,715)
19,663
(1,377)
2,758
(823)
157,074
(19,355)
(7)
(3)
11
-
(825)
-
(3,545)
123
-
3,634
(14,064)
-
27,623
(6,349)
-
(52,682)
-
(716)
-
(35,745)
Balance at 30 June 2023
87,290
86,411
101,914
159,145
60,576
13,588
508,924
All property, plant and equipment except for land and assets under construction, are measured on the cost basis and
therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying
amount of property, plant and equipment is greater than the estimated recoverable amount, the carrying amount is
written down immediately to the estimated recoverable amount and impairment losses are recognised through profit or
loss. A formal assessment of recoverable amount is made when impairment indicators are present.
The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of
the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and variable overheads.
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 consolidated entity and the cost of
the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during
the financial period in which they are incurred.
Depreciation:
The depreciable amount of all fixed assets including land improvements, quarry land & buildings, but excluding freehold
land, is depreciated on either the diminishing value method or units of production method over the asset’s useful life to
the consolidated entity commencing from the time the asset is held ready for use. Estimated useful lives for each class of
depreciable asset are as follows:
Quarry land
Buildings
Leasehold improvements
Hire equipment and machinery
Plant and equipment
Motor vehicles
6-65 years
2-10 years
20-25 years
3-10 years
3-10 years
4-8 years
Quarry land is amortised based on the rate of annual depletion of reserves over the estimated reserves. The remaining
useful life of each asset is reassessed at regular intervals. Where there is a change during the period to the useful life of
the mineral reserve, amortisation rates are adjusted prospectively from the beginning of the reporting period.
Right-of-use assets included in property, plant & equipment is summarised below:
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Right-of-use assets:
Balance at 1 July 2021
Additions
Additions through business combinations
Disposals
Depreciation expense
Balance at 30 June 2022
Additions
Additions through business combinations
Disposals
Depreciation expense
Land and
Buildings
$'000
12,065
1,572
2,132
-
(2,026)
Hire
equipment
and
machinery
$'000
39,991
-
-
(1,417)
(3,720)
13,743
2,492
19,386
(109)
(3,515)
34,854
-
-
(2,219)
(3,333)
Plant and
equipment
Motor
vehicles
$'000
5,288
-
-
-
(273)
5,015
-
-
(432)
(194)
$'000
5,128
-
-
(301)
(538)
4,289
-
-
(553)
(428)
Total
$'000
62,472
1,572
2,132
(1,718)
(6,557)
57,901
2,492
19,386
(3,313)
(7,470)
Balance at 30 June 2023
31,997
29,302
4,389
3,308
68,996
Buildings, plant and equipment, and motor vehicles under lease are depreciated over the unexpired period of the lease
or the estimated useful life of the assets, whichever is shorter. If the consolidated entity is reasonably certain to exercise a
purchase option, the right of use asset is depreciated over the underlying assets useful life.
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 the carrying amount. These gains and losses
are recognised in profit or loss in the period in which they arise.
Accounting policy for right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
102 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 103
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Property, plant and equipment (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 18. Intangibles (continued)
NOTE 17. PROPERTY, PLANT AND QUIPMENT (CONTINUED)
NOTE 18. INTANGIBLES (CONTINUED)
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment
or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less (without extension option) and leases of low-value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
Impairment testing for goodwill and intangibles with indefinite lives:
The calculations use cash flow projections based on cash flow forecasts covering a five-year period. The cash flows are
based on past results adjusted for current market conditions and known contracts. Cash flows beyond the five-year period
are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts
included in industry reports specific to the industry in which each CGU operates.
Goodwill and indefinite-lived intangible assets are monitored by management at the following level:
NOTE 18. INTANGIBLES
Non-current assets
Goodwill - at cost
Brand names - at cost
Customer contracts/relationships - at cost
Less: Accumulated amortisation
Extraction rights - at cost
Less: Accumulated amortisation
Other intangibles - at cost
Less: Accumulated amortisation
Consolidated
2023
$'000
2022
$'000
107,271
86,002
45,092
30,572
22,450
(9,431)
13,019
16,898
(5,695)
11,203
1,787
(228)
1,559
14,230
(5,138)
9,092
13,786
(2,516)
11,270
224
-
224
178,144
137,160
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated
Balance at 1 July 2021
Additions through business
combinations
Amortisation expense
Balance at 30 June 2022
Additions
Additions through business
combinations (note 37)
Transfers in
Amortisation expense
Goodwill Brand names
$'000
9,192
$'000
34,682
Customer
contracts/
relationships
$'000
6,597
Extraction
rights
$'000
3,590
Other
intangibles
$'000
224
51,320
-
86,002
-
21,269
-
-
21,380
-
30,572
-
14,520
-
-
5,760
(3,265)
9,092
-
8,220
-
(4,293)
9,307
(1,627)
11,270
111
3,000
-
(3,178)
-
-
224
-
-
1,379
(44)
Total
$'000
54,285
87,767
(4,892)
137,160
111
47,009
1,379
(7,515)
Balance at 30 June 2023
107,271
45,092
13,019
11,203
1,559
178,144
2023
Construction Materials
Electrical
Homes Constructions
Commercial Constructions
Commercial Developments
Manufacturing
Civil & Plant Hire
Building Materials
Asphalt Services
Indefinite-
lived
intangible
assets
$'000
7,560
8,040
2,230
6,500
-
2,492
1,600
2,150
14,520
Goodwill
$'000
3,261
15,322
7,010
25,243
1,954
8,399
25,336
1,280
19,466
Total
$'000
10,821
23,362
9,240
31,743
1,954
10,891
26,936
3,430
33,986
Total goodwill and indefinite lived intangible assets
107,271
45,092
152,363
2022
Construction Materials
Electrical
Homes Constructions
Commercial Constructions
Commercial Developments
Manufacturing
Civil & Plant Hire
Building Materials
Indefinite-
lived
intangible
assets
$'000
7,560
8,040
2,230
6,500
-
2,492
1,600
2,150
Goodwill
$'000
3,261
15,322
7,010
25,243
1,954
8,399
23,533
1,280
Total
$'000
10,821
23,362
9,240
31,743
1,954
10,891
25,133
3,430
Total goodwill and indefinite lived intangible assets
86,002
30,572
116,574
Given the consolidated entity is structured in a vertically integrated manner, recent acquisitions of the consolidated entity
are used to generate cashflows that are not independent from other assets of the consolidated entity. Accordingly, the
Schwarz acquisition is reported within the Civil, Construction and Hire operating segment and both the Dandy and
Clermont acquisitions are reported within the Construction Materials operating segment. As a result of the Austek
acquisition, one new CGU exists in the Construction Materials segment, this is the Asphalt Services CGU. The Electrical,
Homes Constructions, Commercial Constructions, Commercial Developments, Manufacturing and Building Materials
remain unchanged from the comparative period and represent their respective operating segments.
104 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 105
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Intangibles (continued)
30 JUNE 2023
NOTE 18. INTANGIBLES (CONTINUED)
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 18. Intangibles (continued)
The following table sets out the key assumptions for the value in use:
Goodwill
Construction Materials
Electrical
Homes Constructions
Commercial Constructions
Commercial Developments
Manufacturing
Civil & Plant Hire
Building Materials
Asphalt Services
Terminal growth rate
(a)
Pre-tax discount rate
(b)
2023
%
3%
3%
3%
3%
3%
3%
3%
3%
3%
2022
%
3%
3%
3%
3%
3%
3%
3%
3%
-
2023
%
15.0%
15.0%
16.1%
15.7%
15.7%
18.0%
14.6%
15.7%
15.0%
2022
%
11.6%
10.7%
11.5%
11.2%
11.2%
15.5%
10.7%
11.2%
-
(a) This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are
consistent with forecasts included in industry reports.
(b) Reflects specific risks relating to the relevant segments and the countries in which they operate. In performing the
value-in-use calculations for each CGU, the consolidated entity has applied post-tax discount rates to discount the
forecast future attributable post-tax cash flows. The equivalent pre-tax rates are disclosed in the table.
The annual sales growth rate used within value-in-use assessments vary and are based on a mixture of past performance,
management’s expectations of market development and internal growth benchmarks.
There is a risk that any erosion of future economic conditions, caused by persistent inflation or rising interest rates, could
impact the consolidated entity’s products and services offered, customers, supply chain, staffing and geographical
regions in which the group operates. Judgment has been used in considering the impact of economic erosion on the
assumptions used in the value in use calculations noting that assumptions have been determined with reference to
current and historical performance and current independent expert economists' forecasts. As the value in use recoverable
amount across all CGUs significantly exceed their respective carrying value, the Group expects that any reasonably
possible adverse change in the value in use model assumptions in isolation or combination would not result in an
impairment.
Sensitivity
Management have made judgements and estimates in respect of impairment testing. Should judgements and estimates
not occur, the carrying value of goodwill may vary. Any reasonable change in the key assumptions on which the estimates
and/or discount rate are based would not cause the carrying amount of the CGU to exceed the recoverable amount.
Accounting policy for intangible assets
Intangible assets that are acquired are initially recognised at cost. Indefinite life intangible assets are not amortised and
are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost
less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of
intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the
intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected
pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Brand names
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not
subsequently reversed. Goodwill acquired is allocated to each of the Cash Generating Units (“CGU”) expected to benefit
from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the CGU to which
the goodwill relates. The recoverable amount of a CGU is determined based on value-in-use calculations which require
the use of assumptions.
NOTE 19. TRADE AND OTHER PAYABLES
Current liabilities
Financial liabilities at amortised cost:
Trade payables
GST payable
Other payables
Consolidated
2023
$'000
2022
$'000
79,593
5,084
35,154
48,616
-
18,795
119,831
67,411
Refer to note 29 for further information on financial instruments.
Accounting policy for trade and other payables
Trade payables are amounts due to suppliers for goods purchased or services provided in the ordinary course of
business. Trade payables are generally due for settlement within 30 days and therefore are all classified as current.
Other payables and accrued expenses generally arise from normal transactions within the usual operating activities of
the consolidated entity and comprise items such as employee taxes, employee on costs and other recurring items.
A liability is recorded for goods and services received prior to balance date, whether invoiced to the consolidated entity
or not. Trade payables are normally settled within 45 days.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short
term nature.
NOTE 20. CONTRACT LIABILITIES
Current liabilities
Contract liabilities
Consolidated
2023
$'000
2022
$'000
14,543
19,979
14,543
19,979
Under the terms of contract the consolidated entity is sometimes required to provide performance guarantees (refer note
31).
Brand names acquired in a business combination that qualify for separate recognition are recognised as intangible assets
at their fair values. Brand names are not amortised on the basis that they have an indefinite life and are reviewed annually.
The decrease in contract liabilities was driven by the delivery of a large number of machines by the Manufacturing
segment for which deposits were received prior to June 2022 ($3.354m).
Customer contracts/relationships
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 3-5 years.
Extraction rights
Extraction rights are amortised over the life of the lease hold inclusive of any available option periods.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 20. Contract liabilities (continued)
30 JUNE 2023
NOTE 20. CONTRACT LIABILITIES (CONTINUED)
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end
of the reporting period was $14.543m as at 30 June 2023 ($19.979m as at 30 June 2022) and is expected to be recognised
as revenue in future periods as follows:
Within 6 months
Accounting policy for contract liabilities
Consolidated
2023
$'000
14,543
2022
$'000
19,979
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are
recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its
unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or
services to the customer.
NOTE 21. BORROWINGS AND LEASE LIABILITIES
Current liabilities
Secured:
Bank loans (a)
Multi-option facility (a)
Vendor financing (b)
Chattel mortgages (a)
Lease liabilities - plant & equipment and motor vehicles (a) (c)
Unsecured:
Loans - other
Lease liabilities - land and buildings (c)
Non-current liabilities
Secured:
Bank loans (a)
Bank loan - Projects (a)
Vendor financing (b)
Chattel mortgages (a)
Lease liabilities - plant & equipment and motor vehicles (a) (c)
Unsecured:
Lease liabilities - land and buildings (c)
Total borrowings and lease liabilities
Refer to note 29 for further information on financial instruments.
Consolidated
2023
$'000
2022
$'000
3,653
-
670
27,946
16,750
3,984
10,000
17,411
16,522
7,258
-
3,046
472
2,261
52,065
57,908
344,048
8,000
7,221
101,183
2,438
175,235
9,913
7,561
50,171
16,312
30,251
13,039
493,141
272,231
545,206
330,139
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 21. Borrowings and lease liabilities (continued)
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
(a) Bank loans and multi-option facility
In November 2022, the company received approval for the increase of its banking facility limits from $500.000m to
$600.000m, consisting of a $85.000m increase to the term loan and a $15.000m increase to the hire purchase facility. The
increased facility will provide additional liquidity to the company under a common terms deed arrangement. $165.000m
of the $600.000m facility relates to a hire purchase facility whilst the balance of the facilities comprised a term loan, and
a multi-option cash advance and bank guarantee facility. The multi-option facility is an interchangeable bank facility
which allows the company to change between cash advances and contract performance guarantees. The balance of the
contract performance guarantees as at 30 June 2023 amounted to $38.545m (refer note 31). The term loan has a 3-year
term and is non-amortising. The multi-option facility also has a 3-year term with maturity in FY25 and an annual
requirement to fully repay the cash advance component for a period of 7 consecutive days. The repaid amount is then
able to be redrawn after the 7-day period. The facilities are secured by a combination of General Security Agreements and
mortgages over Australian group assets and property interests. Interest on the bank loans is calculated using the Bank
Bill Swap (BBSY) Bid rate plus a relevant margin. Total transaction costs were $2.308m and unamortised transaction costs
of $0.650m have been offset against the bank loans at 30 June 2023.
Included in bank loans is a 60 billion VND facility in Vietnam which is secured by land use rights and related assets. The
facility can be denominated in the currencies of VND or USD and attracts interest rates of 6.5% for VND and 4.4% for USD.
The loan is denominated in VND.
(b) Vendor Financing
Loans relate to land held for resale and development and are secured against the respective assets. Vendor financing
loans comprise the following:
Southlakes (i)
Arcadia (ii)
Logan (iii)
Gilgandra (iv)
Veravista (v)
Ellida (vi)
Consolidated
2023
$'000
-
4,891
-
-
-
3,000
2022
$'000
1,200
5,483
516
1,375
6,650
9,748
7,891
24,972
(i) Southlakes - Fixed interest rate of 9.99% and annual repayments (principal and interest) of $1.000m and a final
payment of $2.000m on 6 August 2024. The obligations of this agreement were settled ahead of specified contractual
payment dates with the remaining balance settled in July 2022.
(ii) Arcadia - Interest free loan of $6.880m with penalty interest charged only on late payments per the fixed rate for
judgement debts by the Uniform Civil Procedure Rules. The facility is secured by assets acquired and the loan is to be
repaid in 9 instalments, 4 at $0.670m and 5 at $0.840m. The first instalment of $0.670m was made on the 1st of March
2022 with the remaining 8 instalments due each anniversary of the transaction completion date with the final
payment due 1st of March 2030.
(iii) Logan - Interest free loan of $1.033m with penalty interest of 10% charged only on late payments. The facility was
secured by assets acquired and the loan was repaid in 2 instalments of $0.516m due each anniversary of the
transaction completion date: 26 August 2021 and 26 August 2022.
(iv) Gilgandra - loan of $2.750m with penalty interest charged at the bank bill swap rate plus 6% charged only on late
payments. The facility was secured by assets acquired and the loan was repaid in 2 instalments of $1.375m due each
anniversary of the transaction completion date: 17 August 2021 and 17 August 2022.
(v) Veravista - Interest Free. First instalment of $1.500m was paid on the settlement date of 31 July 2021, and the second
instalment of $6.650m was paid 1 year after completion on 26 July 2022. Penalty interest, not incurred, was payable at
7% per annum 1 year from completion until the balance of the price paid.
(vi) Ellida - Interest free. The first instalment of $5.000m was paid on the settlement date of 24 June 2022, the second
instalment of $7.000m was paid within 12 months of the settlement date (31 May 2023), and the last instalment of
$3.000m due the later of 24 months after the settlement date or 10 business days after receiving notice that a
Development Application has been approved.
All loan repayments scheduled since the reporting period and up to the date to when the financial statements were
authorised to issue have been paid.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 21. Borrowings and lease liabilities (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 21. Borrowings and lease liabilities (continued)
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
(c) Lease liabilities
Plant & equipment and motor vehicles:
The consolidated entity leases various plant and equipment under finance lease and hire purchase. The leases are secured
over the individual motor vehicles and equipment that the lease relates to.
Refer to note 17 for right-of-use assets disclosures relating to plant & equipment and motor vehicles under hire purchase.
Land and buildings:
The consolidated entity has leases for warehouses and offices. Rental contracts are typically made for a fixed period of 3 -
5 years with options to extend. With the exception of short-term leases and leases of low value underlying assets, each
lease is reflected on the statement of financial position. The consolidated entity classifies its right-of-use assets in a
consistent manner to its property, plant and equipment. Most extension options have been included in the lease liability.
Refer to note 17 for right-of-use assets disclosures relating to the land and buildings.
Fair value
The fair values of borrowings are not materially different from their carrying amounts, since the interest payable on
borrowings is either close to current market rates or the borrowings are of a short term nature.
Compliance with loan covenants
The consolidated entity has complied with the financial covenants of its borrowing facilities during the 2023 and 2022
reporting periods.
Financing arrangements
The consolidated entity had access to the following undrawn borrowing facilities at the end of the reporting period:
Total facilities
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans - other
Equipment finance facility
Used at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans - other
Equipment finance facility
Unused at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans - other
Equipment finance facility
Consolidated
2023
$'000
2022
$'000
376,637
70,000
7,891
-
165,438
619,966
356,353
38,545
7,891
-
148,317
551,106
20,284
31,455
-
-
17,121
68,860
296,098
70,000
24,972
472
153,159
544,701
189,132
40,298
24,972
472
90,263
345,137
106,966
29,702
-
-
62,896
199,564
* The used bank loan facility excludes borrowing costs capitalised.
** The used multi-option facility includes performance guarantees of $38.545m (2022: $30.297m) - refer note 31.
Accounting policy for 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 and the redemption amount is recognised in profit or loss over
the period of the borrowings using the effective interest method. Borrowing costs on the establishment of loan facilities
are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw down occurs.
Borrowings are removed from the consolidated statement of financial position 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 consolidated entity has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting period.
Accounting policy for lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments
comprise of fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price
of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used;
residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is
remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of
the right-of-use asset is fully written down.
NOTE 22. EMPLOYEE BENEFITS
Current liabilities
Annual leave
Long service leave
Non-current liabilities
Long service leave
Accounting policy for employee benefits
Short-term employee benefits
Consolidated
2023
$'000
7,746
2,259
2022
$'000
5,875
1,398
10,005
7,273
1,041
499
11,046
7,772
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within
12 months after the end of the reporting period in which the employees render the related service are recognised in
respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be
paid when the liabilities are settled. The liability for annual leave is presented as provision for employee benefits. All other
short-term employee benefit obligations are presented as payables.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 22. Employee benefits (continued)
30 JUNE 2023
NOTE 22. EMPLOYEE BENEFITS (CONTINUED)
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up
to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary
levels, experience of employee departures and periods of service. Expected future payments are discounted using market
yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely
as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Other long-term employee benefits
The liabilities for long service leave and annual leave which is not expected to be settled wholly within 12 months after the
end of the reporting period in which the employees render the related service is recognised in the provision for employee
benefits and 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. 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 on corporate bonds with terms and currencies that match, as closely as possible, the
estimated future cash outflows.
The consolidated entity's obligations for long-term employee benefits are presented as non-current provision for
employee benefits the consolidated statement of financial position, except where the consolidated entity does not have
an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the
obligations are presented as a current provision for employee benefits.
NOTE 23. PROVISIONS
Current liabilities
Rehabilitation
Warranties
Contingent consideration
Other provisions
Non-current liabilities
Rehabilitation
Contingent consideration
Rehabilitation
Consolidated
2023
$'000
168
543
10,336
1,989
2022
$'000
-
98
3,256
80
13,036
3,434
3,816
21,830
-
13,335
25,646
13,335
38,682
16,769
Close-down and restoration costs include the dismantling and demolition of infrastructure and the removal of residual
materials and remediation of disturbed areas. Provisions for close-down and restoration costs do not include any
additional obligations which are expected to arise from future disturbance. The costs are based on the net present value
of the estimated future costs of a site closure plan. Estimated changes resulting from new disturbance, updated cost
estimates including information from tenders, changes to the lives of operations and revisions to discount rates are
capitalised within property, plant and equipment. These costs are then depreciated over the lives of the assets to which
they relate. The amortisation or ‘unwinding’ of the discount applied in establishing the net present value of provisions is
charged to the statement of profit or loss in each period as part of finance costs.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 23. Provisions (continued)
NOTE 23. PROVISIONS (CONTINUED)
Contingent consideration
The contingent consideration at 30 June 2023 relates to the acquisition of Schwarz, Dandy and Austek (refer note 37) and
includes the balance outstanding for the acquisitions completed in the 2021 and 2022 financial years. The contingent
consideration at 30 June 2022 relates to the acquisition of A1 Earthworx, Maas Brothers, Stanaway, Brett Harvey, Inverell,
Blackwater Quarries, and Garde completed in the 2022 financial year, and includes the balance outstanding for the Amcor
acquisition that was completed in the 2021 financial year.
Warranties
The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the
reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent
trends that may suggest future claims could differ from historical amounts.
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Consolidated - 30 June 2023
Carrying amount at the start of the year
Additional provisions recognised
Additions through business combinations
(note 37)
Fair value gain
Payments - settled in equity (note 24)
Payments - settled in cash
Unwinding of interest
Contingent
Warranties
$'000
98
445
consideration Rehabilitation
$'000
-
3,213
$'000
16,591
-
Other
provisions
$'000
80
1,909
-
-
-
-
-
17,754
(698)
(841)
(640)
-
718
-
-
-
53
-
-
-
-
-
Total
$'000
16,769
5,567
18,472
(698)
(841)
(640)
53
Carrying amount at the end of the year
543
32,166
3,984
1,989
38,682
Accounting policy for provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past
event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required
to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the
obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the
liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Refer to note 37 for accounting policy on contingent consideration.
NOTE 24. ISSUED CAPITAL
Ordinary shares - fully paid
Consolidated
2023
Shares
2022
Shares
326,553,273 297,164,096
2023
$'000
550,778
2022
$'000
432,530
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 24. Issued capital (continued)
30 JUNE 2023
NOTE 24. ISSUED CAPITAL (CONTINUED)
Movements in ordinary share capital
Details
Balance
Institutional placement (a)
Shares issued as part consideration for acquisition of A1
Earthworx
Shares issued as part consideration for acquisition of
Redimix Concrete
Shares issued as part consideration for acquisition of
Stanaway
Shares issued under the Share Purchase Plan (b)
Shares issued to underwriter under the Dividend
Reinvestment Plan (c)
Shares issued as consideration for acquisition of Maas
Brothers
Conditional Placement (d)
Shares issued under the Dividend Reinvestment Plan (c)
Shares issued as consideration for the acquisition of Brett
Harvey
Shares issued as consideration for the acquisition of
22 Mar 2022
Blackwater Quarries
Shares issued under the Dividend Reinvestment Plan (b)
19 April 2022
Shares issued as consideration for the acquisition of GARDE 31 May 2022
Transaction costs arising on share issues, net of tax
22 Dec 2021
Balance
Shares issued under the Share Purchase Plan (b)
Conditional placement - outstanding commitments
Shares issued to Founder and management (a)
Institutional placement (a)
Shares issued under the Share Purchase Plan (b)
Shares issued under the Dividend Reinvestment Plan (c)
Shares issued as consideration for the acquisition of Dandy
(note 37)
Shares issued to Founder and management (a)
Shares issued to Founder and management (a)
Shares issued to Founder and management (a)
Shares issued as consideration for acquisition of Maas
Brothers
Shares issued as consideration for acquisition of Amcor
On-market share buy-back (d)
Transaction costs arising on share issues, net of tax
30 June 2022
19 July 2022
19 July 2022
3 Aug 2022
3 Aug 2022
22 Aug 2022
12 Oct 2022
19 Dec 2022
23 Dec 2022
24 Feb 2023
6 Mar 2023
15 Mar 2023
27 June 2023
13 Feb 2023 to
29 June 2023
Date
1 July 2021
8 July 2021
Shares
266,839,092
8,915,909
Issue price
$5.50
$'000
279,635
49,038
16 Aug 2021
444,444
$4.69
2,084
8 Sept 2021
91,098
$4.83
440
29 Sept 2021
6 Oct 2021 to 30
June 2022
1,800,000
$5.20
9,360
2,132,277
$5.50
11,728
12 Nov 2021
405,383
$3.33
1,350
12 Nov 2021
12 Nov 2021 to 10
Dec 2021
7 Dec 2021
6,109,000
$4.60
28,101
5,436,361
2,054,422
$5.50
$4.21
29,900
8,649
1,136,842
$4.80
5,457
193,798
873,496
731,974
297,164,096
636,364
18,181
1,287,500
8,750,000
1,601,325
453,816
979,863
14,508,750
1,617,500
86,250
323,334
707,547
(1,581,253)
$4.60
$4.70
$4.51
$5.50
$5.50
$4.00
$4.00
$4.00
$3.32
$2.55
$4.00
$4.00
$4.00
$2.60
$4.74
891
4,106
3,300
(1,509)
432,530
3,500
100
5,150
35,000
6,405
1,507
2,499
58,035
6,470
345
841
3,354
(4,166)
(792)
Balance
30 June 2023
326,553,273
550,778
(a) Share placement
30 June 2023
On 3 August 2022, MGH issued 8,750,000 fully paid ordinary shares in the company at $4.00 per share to institutional and
professional investors under the Institutional Placement announced on 29 July 2022. MGH also issued 1,287,500 fully paid
ordinary shares at $4.00 per share in the company under the first tranche of the Founder and Management Placement
announced on 29 July 2022. The second tranche of 14,508,750 ordinary shares in the company was issued on 23 December
2022. The share placement was completed on 6 March 2023.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 24. Issued capital (continued)
NOTE 24. ISSUED CAPITAL (CONTINUED)
30 June 2022
On 8 July 2021, the company issued 8,915,909 fully paid ordinary shares at $5.50 per share to institutional investors. This
placement was part of the company's capital raising announced on 1 July 2021. The placement was ratified by the
company's shareholders at its Annual General Meeting held on 9 November 2021.
(b) Share Purchase Plan
30 June 2023
On 19 July 2022, MGH issued 636,364 fully paid ordinary shares in the company at an issue price of $5.50. These were the
remaining shares to be issued to investors pursuant to outstanding commitments to subscribe for the Share Purchase
Plan Shortfall previously announced and approved at the 2021 Annual General Meeting of 9 November 2021.
On 29 July 2022, as part of its capital raising, the company announced a Share Purchase Plan (SPP), and on 22 August
2022 MGH issued 1,601,325 fully paid ordinary shares in the company at an issue price of $4.00 per share in terms of the
SPP. The SPP was not underwritten.
30 June 2022
On 1 July 2021, as part of its capital raising, the company announced a Share Purchase Plan. The company entered into
irrevocable agreements with a small number of sophisticated investors (the Underwriters) for them to subscribe for any
shortfall in the SPP offer to the extent of $15.000m. To the extent the SPP Offer was not fully subscribed by existing
shareholders, the Underwriters agreed to subscribe for the shares not taken up upon the same terms (SPP Shortfall
Shares). In addition to the irrevocable commitments to subscribe for any SPP Shortfall Shares received, the company
agreed, to the extent there is insufficient SPP Shortfall Shares available upon completion of the SPP Offer, to undertake
an additional placement of ordinary shares to the Underwriters for an amount not exceeding $15.000m at the SPP issue
price of $5.50 per share.
The following are the shares issued in terms of the SPP:
SPP Shares:
(i) 6 October 2021 – 41,369 shares
SPP Shortfall shares
(ii) 21 October 2021 – 690,908 shortfall shares
(iii) 12 November 2021 – 54,545 shortfall shares
(iv) 30 June 2022 – 1,181,818 shortfall shares
(c) Dividend Reinvestment Plan
30 June 2023
In accordance with the terms of the Dividend Reinvestment Plan (DRP) relating to the 2022 final dividend, the issue price
of shares under the DRP was $3.32 per share with 453,816 shares issued under the DRP to shareholders who elected to
participate. The DRP was not underwritten.
30 June 2022
The shares issued on 12 November 2021, were issued in terms of the Dividend Reinvestment Plan (DRP) underwriting
agreement for the 2021 interim dividend. The underwriter agreed to underwrite the subscription of 405,383 ordinary
shares in the company for the purchase price of $3.33 per share, these being the shortfall shares not subscribed for under
the DRP, which was approved by shareholders at the MGH Annual General Meeting of 9 November 2021.
In accordance with the terms of the DRP relating to the 2021 final dividend, the issue price of shares under the DRP was
$4.21 per share with 1,428,124 shares issued under the DRP to shareholders who elected to participate and 626,298 shares
to the Underwriter in relation to the DRP shortfall.
In accordance with the terms of the DRP relating to the 2022 interim dividend, the issue price of shares under the DRP
was $4.70 per share with 873,496 shares issued under the DRP to shareholders who elected to participate.
(d) Share buy-back
On 20 December 2022, the Board approved an on-market share buy-back of up to 10% of MGH’s issued ordinary share
capital within the following 12 months. The timing and number of shares to be purchased has been dependent on the
prevailing share price, market conditions and the group’s capital position and requirements. As at 30 June 2023, 1,581,253
shares had been purchased through share buy-backs.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 24. Issued capital (continued)
30 JUNE 2023
NOTE 24. ISSUED CAPITAL (CONTINUED)
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
NOTE 26. RESERVES
Foreign currency reserve
Share-based payments reserve
Business combinations under common control
Transactions with non-controlling interests
Consolidated
2023
$'000
704
2,076
(109,000)
103
2022
$'000
220
1,121
(109,000)
103
(106,117)
(107,556)
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment.
Foreign currency reserve
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the
financial year.
The capital risk management policy remains unchanged from the 2022 financial report.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Business combinations under common control
Any difference between the cost of the acquisition and the amounts at which the acquired assets and liabilities are
recorded for business combinations under common control have been recognised in the Business combinations under
common control reserve.
NOTE 25. OTHER EQUITY
Deferred consideration
Consolidated
2023
$'000
9,759
2022
$'000
3,354
Transactions with non-controlling interests
Transactions with non-controlling interests are accounted for as equity transactions.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
The deferred consideration at 30 June 2023 represents the value of the shares to be issued to the vendors of:
● Dandy on the first, second and third anniversaries of the acquisition
● Schwarz on the first, second and third anniversaries of the acquisition
The deferred consideration at 30 June 2022 represents the value of the shares that were issued to the vendor of Amcor
on the second anniversary of the acquisition in the 2023 financial year.
Movements
Opening balance
Shares to be issued to the vendor of Schwarz (note 37)
Shares to be issued to the vendor of Dandy (note 37)
Shares issued to the vendor of Amcor (note 24)
Closing balance
Consolidated
2023
$'000
3,354
3,762
5,997
(3,354)
2022
$'000
3,354
-
-
-
9,759
3,354
Consolidated
Balance at 1 July 2021
Foreign currency translation
Share-based payment expenses (refer note 42)
Balance at 30 June 2022
Foreign currency translation
Share-based payment expenses (refer note 42)
Balance at 30 June 2023
Foreign
currency
reserve
$'000
(641)
861
-
Share-based
payments
reserve
$'000
352
-
769
Business
combinations
under common
control
$'000
(109,000)
-
-
Transactions
with non-
controlling
interests
$'000
103
-
-
Total
$'000
(109,186)
861
769
220
484
-
704
1,121
-
955
(109,000)
-
-
103
-
-
(107,556)
484
955
2,076
(109,000)
103
(106,117)
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
NOTE 27. RETAINED PROFITS
NOTE 29. FINANCIAL INSTRUMENTS
Consolidated
Financial risk management objectives
Retained profits at the beginning of the financial year
Profit after income tax expense for the year
Dividends paid (note 28)
Retained profits at the end of the financial year
NOTE 28. DIVIDENDS
Dividends
Dividends paid during the financial year were as follows:
Final dividend for the year ended 30 June 2022 of 3.5 cents (2021: 3 cents) per ordinary share
Interim dividend for the year ended 30 June 2023 of 3 cents (2022: 2 cents) per ordinary
share
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
2023
$'000
127,623
65,455
(20,619)
2022
$'000
80,597
61,562
(14,536)
172,459
127,623
Consolidated
2023
$'000
10,831
2022
$'000
8,649
9,788
5,887
20,619
14,536
Consolidated
2023
$'000
66,838
2022
$'000
41,013
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price
risk and interest rate risk), credit risk and liquidity risk. The consolidated entity'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 consolidated entity. The consolidated entity 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,
ageing analysis for credit risk.
The Board has overall responsibility for the determination of the consolidated entity’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for day to day management
of these risks to the Chief Financial Officer. The overall objective of the Board is to set policies that seek to reduce risk as
far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these
policies are set out below:
Market risk
Market risk arises from the use of interest bearing, tradeable and foreign currency financial instruments. It is the risk that
the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate
risk), foreign exchange rates (currency risk) or other market factors (other price risk).
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at
the reporting date, shown in Australian Dollars, were as follows:
Consolidated
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
●
●
●
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Dividend reinvestment plan
During the year, the company had a Dividend Reinvestment Plan (DRP) in operation. Under the DRP, eligible
shareholders elected to have dividends and some or all of their ordinary shares automatically reinvested in additional
MGH shares at a discount to the volume-weighted average price (“VWAP”) for the 5 days immediately after the day after
the record date. The Board determined that the discount to the VWAP was 2.5%. No DRP is applicable for FY23 dividends,
See note 24 for more information on MGH’s issued capital.
Dividends not recognised at the end of the reporting period
In addition to the above dividends, since year end the Directors have recommended the payment of a final dividend of
3.0 cents per fully paid ordinary share (refer to note 39).
Accounting policy for dividends
Dividends are recognised when declared during the financial year.
Financial assets
Cash and Cash Equivalents (USD)
Cash and Cash Equivalents (VND)
Cash and Cash Equivalents (IDR)
Trade and other receivables (VND)
Trade and other receivables (USD)
Trade and other receivables (EUR)
Trade and other receivables (SGD)
Trade and other receivables (IDR)
Financial liabilities
Bank Loans (VND)
Bank Loans (USD)
Trade and other payables (VND)
Trade and other payables (EUR)
Trade and other payables (USD)
Trade and other payables (SGD)
2023
$'000
13
135
201
38
136
601
6
1,716
2,846
(2,749)
(897)
(448)
(14)
(102)
(59)
(4,269)
2022
$'000
146
40
176
26
222
184
-
1,441
2,235
(4,541)
(1,065)
(276)
(145)
(717)
(6)
(6,750)
Net liabilities denominated in foreign currencies
(1,423)
(4,515)
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 29. Financial instruments (continued)
30 JUNE 2023
NOTE 29. FINANCIAL INSTRUMENTS (CONTINUED)
The consolidated entity had net liabilities denominated in foreign currencies of $1.423m as at 30 June 2023 (2022: net
liabilities of $4.515m). Based on this exposure, had the Australian dollar weakened/strengthened by 10% (2022:
weakened/strengthened by 10%) against these foreign currencies with all other variables held constant, the consolidated
entity's profit before tax for the year would have been $0.142m lower/higher (2022: $0.452m lower/higher) and equity
would have been $0.142m lower/higher (2022: $0.452m lower/higher). The percentage change is the expected overall
volatility of the significant currencies, which is based on management's assessment of reasonable possible fluctuations
taking into consideration movements over the last 12 months each year and the spot rate at each reporting date.
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to
fair value interest rate risk.
As at the reporting date, the consolidated entity had the following variable rate borrowings:
Bank Loans (inclusive of Multi-Option Facility) and equipment finance
Impact on profit and equity
+1.00%
-1.00%
Consolidated
2023
$'000
378,401
2022
$'000
207,800
Consolidated
2023
$'000
3,784
(3,784)
2022
$'000
2,078
(2,078)
An analysis by remaining contractual maturities is shown in 'liquidity' below.
The percentage change is based on the expected volatility of interest rates using market data and analysts forecasts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information,
confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where
appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial
assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of
financial position and notes to the financial statements. The consolidated entity does not hold any collateral.
The consolidated entity assess on a forward-looking basis in estimating expected credit losses to trade receivables and
contract assets. The simplified approach to measuring expected credit losses has been applied. To measure the risk of
expected credit losses, trade receivables have been grouped based on days past due and reviewed by management at
the business unit level. Where any issues are highlighted that indicate that the consolidated entity may be exposed to
expected credit losses, the issues are reported to executive management for consideration and the establishment of an
action plan. Should expected credit losses not materialise in the future, the provision may be reversed based dependent
on the existence of expected credit losses. The provision at year-end is considered representative across all customers of
the consolidated entity based on recent sales experience, historical collection rates, and forward-looking information that
is available.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 29. Financial instruments (continued)
NOTE 29. FINANCIAL INSTRUMENTS (CONTINUED)
Liquidity risk
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities
by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and
liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 2023
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Vendor financing
Contingent consideration
Interest-bearing
Bank loans
Other loans
Chattel mortgages and lease liabilities
Total non-derivatives
Consolidated - 2022
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Vendor financing
Deferred consideration
Contingent consideration
Interest-bearing
Bank loans
Vendor financing
Other loans
Chattel mortgages and lease liabilities
Total non-derivatives
Between 1
1 year or less
$'000
and 5 years Over 5 years
$'000
$'000
Remaining
contractual
maturities
$'000
79,593
40,238
670
10,336
21,455
-
56,230
208,522
-
-
6,020
21,830
367,783
-
123,862
519,495
-
-
2,520
-
79,593
40,238
9,210
32,166
-
-
21,500
24,020
389,238
-
201,592
752,037
Between 1
1 year or less
$'000
and 5 years Over 5 years
$'000
$'000
Remaining
contractual
maturities
$'000
48,616
18,795
16,211
1,261
682
21,348
1,200
472
29,168
137,753
-
-
6,020
-
4,737
196,917
-
-
77,366
285,040
-
-
2,520
-
-
-
-
-
2,975
5,495
48,616
18,795
24,751
1,261
5,419
218,265
1,200
472
109,509
428,288
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments approximate their fair values.
120 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
NOTE 30. FAIR VALUE MEASUREMENT
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2023
Assets
Investment properties
Total assets
Liabilities
Contingent consideration
Total liabilities
Consolidated - 2022
Assets
Investment properties
Total assets
Liabilities
Contingent consideration
Total liabilities
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
-
-
-
-
-
-
-
-
Level 1
$'000
Level 2
$'000
-
-
-
-
-
-
-
-
226,348
226,348
226,348
226,348
32,166
32,166
Level 3
$'000
32,166
32,166
Total
$'000
69,849
69,849
69,849
69,849
16,591
16,591
16,591
16,591
Valuation techniques for fair value measurements categorised within level 1
The fair values of listed equity securities are based on quoted market prices at the end of the reporting period. The quoted
market price used for financial assets held by the consolidated entity is the bid price.
Valuation techniques for fair value measurements categorised within level 2 and level 3
- Investment properties
Investment properties are revalued annually based on independent assessments by a member of the Australian Property
Institute having recent experience in the location and category of investment property being valued or periodically at
Directors’ valuation. Valuers have considered valuation techniques including direct comparison method, capitalisation
approach and/or discounted cash flow analysis in arriving at the fair values as at the reporting date.
The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices
to that reflective of the investment properties. The capitalisation approach captures an income stream into a present
value using revenue multipliers or single-year capitalisation rates. The discounted cash flow method involves the
estimation and projection of an income stream over a period and discounting the income stream with an expected rate
of return.
All resulting fair value estimates for properties are included in level 3. Investment properties that are held for sale at the
reporting date and which were valued at their selling price, have been included in level 2.
- Contingent consideration
Where there are EBITDA hurdles the fair value of the contingent cash consideration has been estimated using present
value techniques, by discounting the probability-weighted estimated future cash outflows. The fair value of the
contingent share consideration has been estimated based on the probability of achieving future hurdles which impacts
the number of shares to be issued, using the share price (at acquisition date and reporting date).
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 30. Fair value measurement (continued)
NOTE 30. FAIR VALUE MEASUREMENT (CONTINUED)
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Transfers into level 3
Gains recognised in profit or loss
Additions
Disposals/settlements
Balance at 30 June 2022
Transfers into level 3
Gains recognised in profit or loss
Additions
Disposals/settlements
Balance at 30 June 2023
Investment
properties
$'000
26,925
3,998
18,843
20,083
-
Contingent
consideration
$'000
(2,000)
-
6,546
(22,137)
1,000
69,849
60,043
31,846
65,428
(405)
(16,591)
-
698
(17,754)
1,481
Total
$'000
24,925
3,998
25,389
(2,054)
1,000
53,258
60,043
32,544
47,674
1,076
226,761
(32,166)
194,595
Total gains for the previous year included in profit or loss that relate to
level 3 assets held at the end of the previous year
18,843
6,546
25,389
Total gains for the current year included in profit or loss that relate to
level 3 assets held at the end of the current year
31,846
698
32,544
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs
Investment properties
(including investment
properties held for sale)
Capitalisation rate
Range
(weighted average)
5% - 7.75% (6.47%)
Land rate (per sqm)
$1.46-$8,527 ($1,327)
Sensitivity
The estimated fair value would
increase/(decrease) if capitalisation rate
was lower/(higher)
The estimated fair value would
increase/(decrease) if land rate was
higher/(lower)
Contingent consideration Expected EBITDA Hurdle $630,000 - $22,500,000 The estimated fair value would
Number of shares
0 - 4,498,579
increase/(decrease) if EBITDA Hurdle
result was exceeded/(underperformed)
The estimated fair value would
increase/(decrease) if the number of
shares issued increased/(decreased)
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
NOTE 35. RELATED PARTY TRANSACTIONS
Parent entity
MAAS Group Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 38.
Associates
Interests in associates are set out in note 15.
Key management personnel
Disclosures relating to key management personnel are set out in note 34 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Other revenue:
Management fee income received from entity controlled by key management personnel
Payment for goods and services:
Advisory services – acquisitions
Rent
Travel
Other transactions:
Brokerage paid to entity controlled by key management personnel
Costs recovered from related party
Unsubscribed DRP shares underwritten by companies associated with the CEO
Consolidated
2023
$
15,821
2022
$
-
-
872,757
453,165
79,000
838,631
175,872
3,203
-
-
-
1,786
3,986,640
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 30. Fair value measurement (continued)
30 JUNE 2023
NOTE 30. FAIR VALUE MEASUREMENT (CONTINUED)
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either
not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge
and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an
analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison,
where applicable, with external sources of data.
NOTE 31. CONTINGENT LIABILITIES
Contract performance guarantees
Consolidated
2023
$'000
38,545
2022
$'000
30,297
These contract performance guarantees are amounts that can be called on by customers or third parties to rectify works
carried out that have not been performed to the satisfaction of the customer or third party. Guarantees are issued to third
parties to complete the required infrastructure projects required for its land development activities.
NOTE 32. COMMITMENTS
The Group held no commitments as at 30 June 2023.
NOTE 33. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Limited, the
auditor of the company, and its network firms:
Audit services
Audit or review of the financial statements
Other services
Due diligence services - independent accountants report
Due diligence services - business acquisitions and other transactions
Tax consulting services
Financial modelling
Total remuneration of BDO - Australia
Audit services - network firms of BDO
Audit or review of the financial statements
NOTE 34. KEY MANAGEMENT PERSONNEL DISCLOSURES
Compensation
Consolidated
2023
$
2022
$
571,342
495,270
3,450
493,066
131,504
22,500
-
148,545
57,099
37,500
650,520
243,144
1,221,862
738,414
7,500
12,319
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Consolidated
2023
$'000
1,589
128
2022
$'000
1,241
109
1,717
1,350
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 35. Related party transactions (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 35. Related party transactions (continued)
NOTE 35. RELATED PARTY TRANSACTIONS (CONTINUED)
NOTE 35. RELATED PARTY TRANSACTIONS (CONTINUED)
RELATED PARTY TRANSACTIONS – WESLEY MAAS:
● Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2023 financial year, the
consolidated entity engaged PMA to provide commercial flights to the consolidated entity’s locations throughout
Australia. Flights are charged at cost to the consolidated entity and the total charge for the 2023 financial year was
$453,165 (2022: $175,872). The contract was based on normal terms and conditions. Amounts payable at 30 June 2023
to PMA totalled $54,678 (2022: $50,566).
● The consolidated entity leased premises from Emma Maas, the wife of Wesley Maas, on a short-term and ad-hoc basis.
The rental charged during the year of $28,050 (2022: $28,600) was based on market rates.
● The consolidated entity leased premises from Yarrandale Pty Ltd, an entity controlled and/or associated with Wesley
●
Maas. The rental charged during the year of $334,985 (2022: $318,482) was based on market rates.
In May 2021, the consolidated entity leased premises from Maas Homebush Pty Ltd, an entity controlled and/or
associated with Wesley Maas. The rental charged was based on market rates and commenced after a three-month
rent-free period, which ended in July 2021. The rental charge during the 2023 financial year was $509,722 (2022:
$491,549).
● During the 2023 financial year, Yarrandale Pty Ltd as trustee for the Yarrandale Investments Trust, W&E Maas Holdings
Pty Limited as trustee for the Maas Family Trust, Regional Properties Australia Pty Limited as trustee for the Regional
Properties Australia Unit Trust and Maas Homebush Pty Limited engaged the consolidated entity to consult on a
property portfolio. Consulting Fees paid to the consolidated entity during the year totalled $61,821. An Income in
advance liability existed for the consolidated entity at 30 June 2023 of $46,000 in relation to the above.
Prior Year:
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with MGFP Holdings Pty Limited as trustee
for MGFP Unit Trust to acquire the current Liberal Site at a market value of $6,950,000. MGFP Holdings Pty Limited is
jointly controlled by the parents of Wesley Maas and Emma Maas with the underlying beneficial and economic
interest in the MGFP Unit Trust also jointly held by the parents of Wesley Maas and Emma Maas.
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with W&E Maas Holdings Pty Limited as
trustee for the Maas Family Trust to purchase all of the shares in MAAS Group Properties Sheraton View Pty Limited
at an exercise price of $100. On exercise of the option, Choice Investments (Dubbo) Pty Ltd (an entity controlled and/or
associated with Wesley Maas), who paid the first and second instalments of the purchase price and all transaction
costs in relation MAAS Group Properties Sheraton View Pty Limited's purchase of the Sheraton Site, was entitled to
repayment of these amounts totalling $1,469,854. Wesley and Emma Maas are controlling shareholders of W&E Maas
Holdings Pty Limited and beneficiaries of the Maas Family Trust.
● At the Company's AGM held on 9 November 2021, shareholder approval was obtained for MAAS Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to purchase all of the shares in MAAS Group Properties
Bunglegumbie East Pty Ltd at a purchase price of $100. On completion of the share purchase, W&E Maas Holdings
Pty Limited acting as trustee for the Maas Family Trust, who funded the deposit and all transaction costs in relation
MAAS Group Properties Bunglegumbie East Pty Ltd's purchase of the Bunglegumbie Site, was entitled to repayment
of these amounts totalling $158,371. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty
Limited and beneficiaries of the Maas Family Trust.
● During the 2022 financial year, the consolidated entity recovered expenses of $1,786 from Choice Investments Dubbo
Pty Ltd, an entity controlled and/or associated with Wesley Maas.
RELATED PARTY TRANSACTIONS – STEPHEN BIZZELL:
●
In December 2022 the consolidated entity engaged Centec Securities Pty Ltd (Centec) to execute share buy back
orders announced to the market in that month. Centec is wholly owned indirectly by Stephen Bizzell, and Stephen is
the sole director. During the year Centec executed the buy back of 1,581,253 MGH shares and charged the consolidated
entity $3,203 in brokerage. Brokerage payable at 30 June 2023 was $49 for a share buy back executed 29 June 2023
and settled with MGH 3 July 2023.
RELATED PARTY TRANSACTIONS – MICHAEL MEDWAY:
● Michael Medway provided consultancy services to the consolidated entity under usual commercial terms. Services
included due diligence services with respect to acquisitions of businesses and or assets. The value of the services
provided in 2023 was nil (2022: $79,000).
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current payables:
Trade payables to key management personnel
Trade payables to entities controlled by key management personnel
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Consolidated
2023
$
2022
$
-
100,727
88,000
50,566
NOTE 36. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the legal parent entity (MAAS Group Holdings Limited).
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Other comprehensive income for the year, net of tax
Total comprehensive income
Statement of financial position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Other equity
Share-based payments reserve
Retained profits/(accumulated losses)
Total equity
Parent
2023
$'000
88,078
-
88,078
2022
$'000
(5,938)
-
(5,938)
Parent
2023
$'000
836,941
167,254
1,004,195
16,945
367,751
384,696
619,499
550,778
9,759
2,076
56,886
619,499
2022
$'000
453,535
161,885
615,420
319
188,433
188,752
426,668
432,530
3,354
1,121
(10,337)
426,668
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has provided guarantees in respect of banking facilities provided to the group (refer note 21).
Contingent liabilities
The parent entity had no other contingent liabilities as at 30 June 2023 and 30 June 2022 that have not been disclosed in
note 31.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
126 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 127
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 37. Business combinations (continued)
NOTE 37. BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Austek
On 26 May 2023, the consolidated entity completed the acquisition of a 75% controlling interest in Austek Group of
companies (Austek). Austek specialises in asphalt repairs, road maintenance, road rehabilitation and spray seal services
in both Regional and Southeast Queensland. The Austek acquisition gives the Group a strategic entry into the asphalt
market, with an experienced minority interest partner. As a downstream user of quarry products, the Austek acquisition
represents an expansion in construction materials capability for the Group. The consideration formed a completion cash
payment of $33.821m. Further consideration of $10.976m, comprising of cash and shares, may be payable contingent on
EBIT hurdles across the next 12 months. The Austek Group of companies operates in the Construction Materials segment.
In accordance with accounting standards, the acquisition has been completed on a provisional basis and finalisation of
the assessment of fair values of the identifiable assets and liabilities acquired may result in adjustments to the amounts
disclosed in the table below.
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 36. Parent entity information (continued)
30 JUNE 2023
NOTE 36. PARENT ENTITY INFORMATION (CONTINUED)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
●
●
● Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
indicator of an impairment of the investment.
NOTE 37. BUSINESS COMBINATIONS
(A) BUSINESS COMBINATIONS
Summary of acquisition
Acquisition of Schwarz
On 1 July 2022, the consolidated entity entered into an agreement to acquire Schwarz Excavations Pty Ltd (Schwarz) for
an initial cash payment of $34.159m. 913,194 Consideration shares are to be issued in equal share tranches annually over
the next three years to the value of $3.762m. Further cash consideration may be payable, contingent on Schwarz achieving
certain EBITDA targets for the three financial years following completion up to $3.000m. The acquisition completed on
22 July 2022. Schwarz is a provider of plant hire, rail maintenance, civil construction and haulage services in Rockhampton
and Central Queensland. The Schwarz business operates in the Civil, Construction & Hire segment. In accordance with
accounting standards, the acquisition has been completed on a provisional basis and finalisation of the assessment of fair
values of the identifiable assets and liabilities acquired may result in adjustments to the amounts disclosed in the table
below.
Acquisition of Clermont Quarries
On 1 August 2022, the consolidated entity entered into an agreement to acquire four hard rock quarries and two sand
quarries in the Isaac region of Central Queensland for a cash payment of $14.525m These quarries primarily service the
areas surrounding Clermont, Middlemount, and Dysart, and are expected to produce in excess of 350,000 tonnes of quarry
materials per annum. The acquisition was completed on 20 September 2022. The Clermont Quarries business operates in
the Construction Materials segment. In accordance with accounting standards, the acquisition has been completed on a
provisional basis and finalisation of the assessment of fair values of the identifiable assets and liabilities acquired may
result in adjustments to the amounts disclosed in the table below.
Acquisition of Dandy
On 16 December 2022, the consolidated entity completed the acquisition of Dandy Premix. The consideration formed a
cash payment of $66.305m and the issue of 3,331,533 shares in MGH. 979,863 of the Consideration Shares were issued on
19 December 2022, with the remaining 2,351,670 Consideration Shares to be issued in equal share tranches annually over
the next three years. Further cash consideration may be payable, contingent on the approval of a permit across Dandy's
immediate operating area up to $5.000m. An additional payment up to $22.000m may be payable, related to vendor led
negotiations, applications, and approvals for Work Plans in Dandy’s operating region over the course of the next 5 - 9
years. The additional payment is regarded as an independent transaction from the business combination with no amount
recognised on acquisition. Dandy is an integrated construction materials business in south-east Melbourne operating five
concrete plants, a sand quarry and a hard rock quarry. The Dandy Premix business operates in the Construction Materials
segment. In accordance with accounting standards, the acquisition has been completed on a provisional basis and
finalisation of the assessment of fair values of the identifiable assets and liabilities acquired may result in adjustments to
the amounts disclosed in the table below.
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MAAS Group Holdings (ASX: MGH) Financial Report | 129
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 37. Business combinations (continued)
30 JUNE 2023
NOTE 37. BUSINESS COMBINATIONS (CONTINUED)
Details of the acquisition are as follows:
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 37. Business combinations (continued)
NOTE 37. BUSINESS COMBINATIONS (CONTINUED)
Revenue and profit contribution
Cash and cash equivalents
Trade receivables
Income tax refund due
Inventories
Prepayments
Other current assets
Quarry land
Land and buildings
Plant and equipment
Intangibles
Trade and other payables
Deferred tax liability
Employee benefits
Lease liability
Net assets acquired
Goodwill
Non-controlling interests
Clermont
Quarries
Fair value
$'000
-
-
-
1,833
-
-
2,729
-
6,991
3,000
-
-
(28)
-
Schwarz
Fair value
$'000
2,961
2,050
1,013
-
186
1,970
-
4,620
28,373
1,200
(2,407)
(1,804)
(266)
-
Dandy
Fair value
$'000
93
348
-
527
698
172
45,564
22,700
30,292
-
(475)
(3,792)
(1,287)
(15,040)
Austek
Fair value
$'000
682
11,148
73
451
207
6,081
-
5,404
10,401
21,540
(20,930)
(2,933)
(481)
(4,347)
Total
Fair value
$'000
3,736
13,546
1,086
2,811
1,091
8,223
48,293
32,724
76,057
25,740
(23,812)
(8,529)
(2,062)
(19,387)
14,525
-
-
37,896
1,803
-
79,800
-
-
27,296
19,466
(1,965)
159,517
21,269
(1,965)
Acquisition-date fair value of the total
consideration transferred
Representing:
Cash paid or payable to vendor
MAAS Group Holdings Limited shares issued to
vendor
MAAS Group Holdings Limited shares to be
issued to vendor in future periods (Deferred
Consideration)
Contingent consideration
14,525
39,699
79,800
44,797
178,821
14,525
34,159
66,305
33,821
148,810
-
-
-
-
8,495
-
8,495
3,762
1,778
-
5,000
-
10,976
3,762
17,754
If the acquisitions had occurred on 1 July 2022, the consolidated results for the year ended 30 June 2023 would have
been as follows:
Schwarz
Dandy
Austek
Other consolidated entities
Revenue
$'000
46,426
74,041
98,435
218,902
Net profit for
the period
after tax
$'000
4,030
8,338
11,303
23,671
703,626
54,542
922,528
78,213
The amounts in the above table have been calculated using the results of each subsidiary and adjusting them for:
●
●
differences in the accounting policies between the consolidated entity and the subsidiary, and
the additional depreciation and amortisation that would have been charged assuming the fair value adjustments
to property, plant and equipment and intangible assets had applied from 1 July 2022, together with the
consequential tax effects.
The acquired businesses contributed the following revenues and net profit to the consolidated entity from the dates of
their respective acquisitions to 30 June 2023:
Schwarz
Dandy
Austek
Revenue
$'000
45,672
43,958
12,368
Net profit for
the period
after tax
$'000
3,855
6,177
1,790
101,998
11,822
It is impractical to isolate the post-acquisition revenue and net results for the period for Clermont Quarries given the
acquisition has been operationally consumed within Regional Quarries Australia Pty Ltd.
14,525
39,699
79,800
44,797
178,821
Acquired receivables
Cash used to acquire business, net of cash
acquired:
Acquisition-date fair value of the total
consideration transferred
Less: cash and cash equivalents
Less: shares issued by company as part of
consideration
Less: shares to be issued in future periods
(Deferred Consideration)
Less: contingent consideration
14,525
-
39,699
(2,961)
79,800
(93)
44,797
(682)
178,821
(3,736)
-
-
-
-
(2,499)
-
(2,499)
(3,762)
(1,778)
(5,997)
(5,000)
-
(10,976)
(9,759)
(17,754)
Net cash used
14,525
31,198
66,211
33,139
145,073
Schwarz
Dandy
Austek
Fair value of
acquired
receivables
$'000
2,050
348
11,148
Gross
contractual
amount due
$'000
(2,050)
(348)
(11,148)
Loss allowance
recognised on
acquisition
$'000
-
-
-
13,546
(13,546)
-
Acquisition-related costs
Acquisition-related costs were not directly attributable to the issue of shares are disclosed separately in the statement of
profit or loss and other comprehensive income as Transaction costs relating to business combinations:
Acquisition costs
$'000
3,317
(B) SUMMARY OF ACQUISITION - FINALISATION OF PROVISIONAL ACCOUNTING
On 19 May 2022, the consolidated entity entered into an agreement to purchase the shares of DPG Civil Pty Ltd and its
subsidiaries (Garde).
130 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 37. Business combinations (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 37. Business combinations (continued)
NOTE 37. BUSINESS COMBINATIONS (CONTINUED)
NOTE 37. BUSINESS COMBINATIONS (CONTINUED)
For 30 June 2022, this business combination had initially been accounted for on a provisional basis in accordance with
AASB 3 Business combinations. Therefore the fair value of assets acquired and liabilities assumed were initially estimated
by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments
on the finalisation of the business combination accounting is retrospective, where applicable, to the period the
combination occurred and therefore may have an impact on the assets and liabilities, depreciation and amortisation
reported.
The consolidated entity has finalised the accounting for this business combination and in doing so adjusted assets and
liabilities shown in the table below. These adjustments resulted in an increase in goodwill being recognised. As noted
above the finalisation accounting is retrospective and therefore the adjustment impacts the 30 June 2022 financial year.
These adjustments had no impact on the 30 June 2022 statement of profit or loss and other comprehensive income.
Details of the fair value of the net assets acquired as recorded on a provisional basis and the final position as impacting
the fair value of net assets acquired as at 30 June 2022, are as follows:
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing
investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is
less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is
recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the
identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that existed at the acquisition-date. The
measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer
receives all the information possible to determine fair value.
Cash and cash equivalents
Trade receivables
Income tax refund due
Prepayments
Other current assets
Property, plant and equipment
Intangibles
Deferred tax asset
Trade and other payables
Current tax liability
Deferred tax liability
Employee benefits
Lease liability
Net identifiable assets acquired
Goodwill
Provisional
fair value
$'000
2,263
5,107
814
116
1,939
10,960
12,960
2,166
(2,518)
(14)
(2,601)
(380)
(2,132)
28,680
Movement
$'000
-
(436)
71
(4)
(1,459)
654
-
(1,311)
(2,729)
(1)
1,315
(26)
(654)
(4,580)
Final fair
value
$'000
2,263
4,671
885
112
480
11,614
12,960
855
(5,247)
(15)
(1,286)
(406)
(2,786)
24,100
9,538
4,518
14,056
Fair value of the total consideration transferred
38,218
(62)
38,156
Accounting policy for business combinations
The acquisition method of accounting is used to account for business combinations, unless it is a combination involving
entities or businesses under common control, regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling
interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either
fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as
incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the
consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous
carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity.
132 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
NOTE 38. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Principal place of business /
Country of incorporation
Australia
Australia
Name
MAAS Group Pty Limited
Machinery Sales Pty Limited [formerly Rookharp]
MAAS Plant & Equipment Pty Limited [formerly named EMS
Plant & Equipment Pty Limited]
Large Industries Pty Limited
Hamcon Civil Pty Limited
Miller Metals Forbes Pty Limited
MAAS Plant Hire Pty Limited
MAAS Civil Pty Limited
MAAS Administration Pty Limited
Macquarie Geotechnical Pty Limited
Amcor Excavations Pty Limited
A1 Earthworx Mining & Civil Pty Limited
Schwarz Excavations Pty Limited
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
EMS Group Pty Limited
Jacon Equipment Pty Limited
Jacon Equipment (South Africa) Pty Limited
EMS Labour Hire Pty Limited
MAAS Repairs Pty Limited [formerly named EMS Repairs
Pty Limited]
EMS Equipment Hire Pty Limited
EMS Admin Pty Limited
Dubbo Parts Pty Limited [formerly named Regional
Transport Spares Pty Limited]
PT JTECH Jasa Pertambangan
Australia
Australia
South Africa
Australia
Australia
Australia
Australia
Australia
Indonesia
JLE Group Holdings Pty Limited
JLE Electrical Projects Pty Limited
JLE Manufacturing Pty Limited
JLE Engineering Pty Limited
JLE Admin Pty Limited
JLE Hire Pty Limited
JLE Utilities Services Pty Limited
JLE Mining & Tunnelling Pty Limited [formerly EMS Mine
Site Electrical Pty Limited]
DPG Civil Pty Limited
Elbac Pty Limited
Garde Services Pty Limited
Regional Group Australia Pty Limited
Regional Hardrock Pty Limited
Regional Hardrock Unit Trust
Regional Hardrock (Dubbo) Pty Limited
Regional Quarries Australia Pty Limited
Regional Hardrock (Willow Tree) Pty Limited
Regional Hardrock Willow Tree Unit Trust
Regional Hardrock (Orange) Pty Limited
Regional Hardrock (Inverell) Pty Limited
Regional Hardrock Inverell Unit Trust
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2022
%
100%
100%
2023
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 38. Interests in subsidiaries (continued)
NOTE 38. INTEREST IN SUBSIDIARIES (CONTINUED)
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Name
Regional Hardrock (Forbes) Pty Limited
Regional Hardrock (Forbes) Unit Trust
Regional Hardrock (West Wylong) Pty Limited
Regional Hardrock (West Wylong) Unit Trust
Regional Hardrock (Gilgandra) Pty Limited
Regional Hardrock (Gilgandra) Unit Trust
Regional Sands (Dubbo) Pty Limited
Regional Sands Dubbo Unit Trust
Sand Quarries Australia Pty Limited
Regional Crushing & Screening Pty Limited
Regional Concrete Australia Pty Limited
Regional Precast Australia Pty Limited
Regional Group Resources Pty Limited
Amcor Quarries & Concrete Pty Limited
Gracemere Property Pty Limited
Gracemere Property Unit Trust
Regional Concrete (Tamworth) Pty Limited
Regional Concrete Tamworth Unit Trust
Blackwater Quarries Pty Limited
Dawson Quarries Pty Limited
Regional Hardrock Yatala Pty Limited
Regional Hardrock Yatala Unit Trust
Regional Hardrock Clermont Pty Limited
Regional Hardrock Clermont Unit Trust
Dandy Premix Quarries Pty Limited
Casey Concrete Pty Limited
South East Resources Unit Trust
Regional Quarries Riviera Pty Limited
Regional Quarries Riviera Unit Trust
Azure Asphalt Holdings Pty Limited
Austek Asphalt Services Pty Limited
Austek Plant Hire Pty Limited
Austek Production Pty Limited
AUSTEK Spray Seal Pty Limited
Haydos Pty Limited
MAAS Group Developments Pty Limited
MAAS Group Westwinds Pty Limited
MAAS Group Properties Durham Park Pty Limited
MAAS Group Properties Bombira Pty Limited
MAAS Group Properties Southlakes Pty Limited
MAAS Group Properties Highlands Pty Limited
MAAS Group Properties Magnolia Pty Limited
MAAS Group Properties Arcadia Pty Limited
MAAS Group Properties Logan Pty Limited
MAAS Group Properties Eagle View Pty Limited [formerly
Australia
Browns Lane]
Australia
Eykan Holdings Pty Limited
Australia
Bizitay Pty Limited
Australia
Southlakes Child Care Centre No1 Pty Limited
Australia
Southlakes Child Care Centre No 1 Unit Trust
Australia
MAAS Commercial CC SL No2 Pty Limited
MAAS Commercial CC SL No2 Unit Trust
Australia
MAAS Homes Pty Limited [formerly Bourke Construction] Australia
Australia
MAAS Group Properties Ulan Pty Limited
Ownership interest
2022
2023
%
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
75%
-
75%
-
75%
-
75%
-
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
134 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 38. Interests in subsidiaries (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 38. Interests in subsidiaries (continued)
NOTE 38. INTEREST IN SUBSIDIARIES (CONTINUED)
NOTE 38. INTEREST IN SUBSIDIARIES (CONTINUED)
Name
Gunnedah Land Holdings Pty Limited
Gunnedah Property Unit Trust
MAAS Commercial Developments Pty Limited
MAAS Self Storage (Western) Pty Limited
MAAS Self Storage (Southern) Pty Limited
MAAS Group Southern Unit Trust
MAAS Residential Developments Pty Limited
MAAS Group Construction Pty Limited
MAAS Group Properties Bunglegumbie Pty Limited
MAAS Group Properties Liberal Pty Limited
MAAS Group Properties Liberal Unit Trust
Astley's Building Supplies Pty Limited
Brett Harvey Constructions Pty Limited
MAAS Building Materials Pty Limited
MAAS Building Pty Limited
MAAS Commercial Bultje Holdings Pty Limited
MAAS Commercial Bultje Unit Trust
MAAS Commercial Cobbora Pty Limited
MAAS Commercial Cobbora Unit Trust
MAAS Commercial Fitzroy Pty Limited
MAAS Commercial Fitzroy Unit Trust
MAAS Commercial Leeds Pty Limited
MAAS Commercial Leeds Unit Trust
MAAS Commercial Oliver House Pty Limited
MAAS Commercial Oliver House Unit Trust
MAAS Commercial Parafield Pty Limited
MAAS Commercial Parafield Unit Trust
MAAS Commercial Shopping C SL Holding Pty Limited
MAAS Commercial Shopping Centre SL UT Pty Limited
MAAS Constructions (Dubbo) Pty Limited
MAAS Group Properties 103 Prince Pty Limited
MAAS Group Properties Bunglegumbie East Pty Limited
MAAS Group Properties Collina Pty Limited
MAAS Group Properties Ellida Pty Limited
MAAS Group Properties Killarney Pty Limited
MAAS Group Properties Leeds Pty Limited
MAAS Group Properties Miriam Pty Limited
MAAS Group Properties RBD Holdings Pty Limited
MAAS Group Properties RBD Unit Trust
MAAS Group Properties Sheraton View Pty Limited
MAAS Group Properties Veravista Pty Limited
MAAS Group RAAF Residential Pty Limited
MAAS Investments Holdings Pty Limited
MAAS Investments No1 Unit Trust
MAAS Investments Properties No1 Unit Trust
MAAS Property Management Pty Limited
MAAS Self Storage (Canberra) Pty Limited
MAAS Self Storage (Eastern) Pty Limited
MAAS Plumbing Pty Limited
R Maas Investments Pty Limited
Regional Demolition Pty Limited
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2023
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Name
S Maas Investments Pty Limited
Spacey Storage Pty Limited
Stanaway Pty Limited
MAAS Commercial Property Management Pty Limited
MAAS Commercial Gurwood Pty Limited
MAAS Commercial Gurwood Unit Trust
MAAS Commercial Rural Pty Limited
MAAS Commercial Rural Unit Trust
MAAS Commercial Maria Pty Limited
MAAS Commercial Maria Unit Trust
MAAS Commercial Tringa Pty Limited
MAAS Commercial Tringa Unit Trust
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
EMS International Pty Limited [formerly EmS Vietnam]
VMS Engineering Company Limited
EMS Power Solutions UK Limited
Australia
Vietnam
United Kingdom
Ownership interest
2022
2023
%
%
100%
100%
100%
100%
100%
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
-
100%
100%
100%
100%
100%
100%
100%
Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares that are held directly by
the consolidated entity, and the proportion of ownership interests held equals the voting rights held by the consolidated
entity.
NOTE 39. EVENTS AFTER THE REPORTING PERIOD
Dividend
The Directors declared a fully franked final dividend of 3 cents per share on 17 August 2023, which reflects a full year
dividend of 6 cents per share, an increase of 9.0% from the prior year.
Long Term Incentive Program (LTIP)
On the 17th August 2023 the Directors approved an award in relation to FY22 under the LTIP program previously approved
by shareholders.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect
the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
136 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2023
NOTE 40. CASH FLOW INFORMATION
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax expense for the year
Adjustments for:
Depreciation
Amortisation
Net gain on disposal of property, plant and equipment
Net fair value gain on investment properties
Share of loss/(profit) - associates
Share-based payments
Fair value adjustments to contingent consideration
Net (gain)/ loss on disposal of investment property
Unwinding of interest on vendor financing
Amortisation of borrowing costs
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in contract assets
Increase in inventories
Increase in deferred tax assets
Increase in prepayments
Increase in current income tax receivable/payable
Decrease/(increase) in other operating assets
Increase in trade and other payables
Increase/(decrease) in contract liabilities
Increase in deferred tax liabilities
Increase in employee benefits
Increase in other provisions
Consolidated
2023
$'000
65,903
35,745
7,515
(4,131)
(31,846)
11
955
(698)
(1,742)
211
529
(30,746)
(7,155)
(84,413)
(15,023)
(411)
8,526
11,106
30,442
(5,436)
19,603
1,212
2,407
2022
$'000
61,562
25,677
4,892
(2,649)
(18,843)
(761)
769
(6,546)
12
464
501
(28,363)
(18,166)
(44,590)
(6,452)
(2,623)
983
(1,551)
12,736
10,212
19,073
1,065
49
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 40. Cash flow information (continued)
NOTE 40. CASH FLOW INFORMATION (CONTINUED)
Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2021
Net cash from/(used in) financing
activities
Acquisition plant & equipment by
means of finance lease
Changes through business
combinations (note 37)
Fair value adjustment on
contingent consideration
Acquisition of land held for resale
Acquisition of investment property
Amortisation and present value
unwinding
Balance at 30 June 2022
Net cash from/(used in) financing
activities
Shares issued for contingent
consideration
Acquisition plant & equipment by
means of finance lease
Changes through business
combinations (note 37)
Fair value adjustment on
contingent consideration
Amortisation and present value
unwinding
Other
Bank loans and
Multi-option
facility
$'000
50,581
Vendor
financing
Leases
Chattel
mortgages
$'000
20,639
$'000
47,824
$'000
36,805
Deferred and
contingent
consideration
$'000
2,666
Total
$'000
158,515
148,050
(14,599)
(13,312)
29,888
(1,323)
148,704
-
-
-
-
-
-
-
-
11,818
6,650
501
464
1,572
2,132
-
-
-
-
-
-
-
-
-
-
-
1,572
23,055
25,187
(6,546)
-
-
(6,546)
11,818
6,650
-
965
199,132
24,972
38,216
66,693
17,852 346,865
156,040
(17,292)
(8,264)
62,436
(1,901)
191,019
-
-
-
-
529
-
-
-
-
-
211
-
-
2,492
19,387
-
-
654
-
-
-
-
-
-
(841)
(841)
-
2,492
17,754
37,141
(698)
(698)
-
-
740
654
Net cash from operating activities
2,564
7,451
Balance at 30 June 2023
355,701
7,891
52,485
129,129
32,166 577,372
Non-cash investing and financing activities
Dividend reinvestment plan share issues
Share based payments
Partial settlement of business combinations through the issue of shares
Consolidated
2023
$'000
1,507
955
6,694
2022
$'000
14,105
769
49,633
NOTE 41. EARNINGS PER SHARE
Profit after income tax
Non-controlling interest
Consolidated
2023
$'000
65,903
(448)
2022
$'000
61,562
-
Profit after income tax attributable to the owners of MAAS Group Holdings Limited
65,455
61,562
Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Deferred consideration for business combinations (note 25)
Share rights granted to employees of Macquarie Geotechnical Pty Ltd to be issued in
three equal
tranches on the third, fourth and fifth anniversaries of the acquisition (note 42 (b))
Performance rights (note 42 (a))
Number
316,895,984
Number
287,412,227
2,810,379
707,547
1,346,687
181,027
1,346,687
51,854
Weighted average number of ordinary shares used in calculating diluted earnings per share 321,234,077 289,518,315
138 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 139
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 41. Earnings per share (continued)
30 JUNE 2023
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
Note 42. Share-based payments (continued)
NOTE 41. EARNINGS PER SHARE (CONTINUED)
NOTE 41. EARNINGS PER SHARE (CONTINUED)
Cents
20.66
20.38
Cents
21.42
21.26
(c) Summary of movements in share rights and performance rights
Set out below are summaries of share rights and the performance rights:
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of MAAS Group Holdings Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NOTE 42. SHARE-BASED PAYMENTS
(a) Long term incentive plan
On 9 November 2021, the company's members approved a Long Term Incentive Plan (the Plan) to enable equity incentives
including Performance Rights, Options, and Shares to be issued under the Plan to eligible Directors, employees and
contractors.
The Plan is to assist the company to attract and retain key staff, whether employees or contractors. The Plan will:
● enable the Company to incentivise and retain existing key management personnel and other eligible employees and
●
contractors needed to achieve the Company’s business objectives;
link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company;
and
● align the financial interest of participants of the Plan with those of Shareholders.
No performance rights were issued during FY23.
In FY22, on 23 December 2021, the Board granted 37,736 performance rights to an employee. 50% of the performance
rights will vest 12 months after the grant date and the remaining 50% will vesting 24 months after the grant date. Vesting
of each of the performance rights are contingent on the employee remaining employed with MGH with any non-vested
performance rights forfeited at the date of resignation. The performance rights are subject to individual key performance
indicators. The value of the performance rights granted was $186,793.
On 30 June 2022, the Board granted 143,291 performance rights to employees. For the five tranches totalling 43,478
performance rights, 20% of these rights will vest on 22 March 2023 with the remaining 80% vesting equally over a further
4-year period ending 22 March 2027 (20% per annum). For the three tranches totalling 99,813 performance rights, 33.3%
of the performance rights will vest 12 months after the issue date and the remaining 66.67% will vest equally over a further
2-year period ending 30 June 2025 (33.33% per annum). Vesting of each of the above tranches are contingent on the
respective employees remaining employed with MGH with any non-vested performance rights forfeited at the date of
resignation. All performance rights are subject to individual key performance indicators. The value of the performance
rights granted was $650,000.
(b) Share rights
On 21 December 2020, MAAS Group Holdings Limited (MGH) agreed to an issue of 1,346,687 ordinary shares in MGH to the
employees of Macquarie Geotechnical Pty Ltd. The shares will be issued in three equal tranches on the third, fourth, and
fifth anniversaries of the completion date (21 December 2020) of the Macquarie Geotechnical Pty Ltd acquisition. The total
value of the rights granted is $2,693,737 based on $2 per share and will be expensed over the vesting period.
2023
Grant date Vesting date
20/12/2020
20/12/2020
20/12/2020
23/12/2021
23/12/2021
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
20/12/2023
20/12/2024
20/12/2025
23/12/2022
23/12/2023
22/03/2023
22/03/2024
22/03/2025
22/03/2026
22/03/2027
30/06/2023
30/06/2024
30/06/2025
2022
Grant date Vesting date
20/12/2020
20/12/2020
20/12/2020
23/12/2021
23/12/2021
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
20/12/2023
20/12/2024
20/12/2025
23/12/2022
23/12/2023
22/03/2023
22/03/2024
22/03/2025
22/03/2026
22/03/2027
30/06/2023
30/06/2024
30/06/2025
Balance at
Exercise the start of
the year
448,896
448,896
448,895
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
1,527,714
price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Balance at
Exercise the start of
the year
448,896
448,896
448,895
-
-
-
-
-
-
-
-
-
-
1,346,687
price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Granted
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Granted
-
-
-
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
181,027
Exercised
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Exercised
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Expired/ Balance at
the end of
forfeited/
the year
other
448,896
-
448,896
-
448,895
-
18,868
-
18,868
-
8,696
-
8,696
-
8,696
-
8,695
-
8,695
-
33,271
-
33,271
-
-
33,271
1,527,714
-
Expired/ Balance at
the end of
forfeited/
the year
other
448,896
-
448,896
-
448,895
-
18,868
-
18,868
-
8,696
-
8,696
-
8,696
-
8,695
-
8,695
-
33,271
-
33,271
-
33,271
-
1,527,714
-
The weighted average remaining contractual life of share rights and performance rights outstanding at the end of the
financial year was 1.42 years (2022: 2.42 years).
Those granted a performance right, upon vesting, are entitled to receive one ordinary share per performance right held.
Performance rights that have vested but have not yet been issued are disclosed above as they have not expired as at 30
June 2023.
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for
the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of
cash is determined by reference to the share price.
140 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 141
MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2023
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 42. Share-based payments (continued)
30 JUNE 2023
NOTE 41. EARNINGS PER SHARE (CONTINUED)
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of
the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions
that do not determine whether the consolidated entity receives the services that entitle the employees to receive
payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either
the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the
award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
● during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by
●
the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid
to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market
conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other
conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made.
An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition
is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not
satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period,
unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and
new award is treated as if they were a modification.
MAAS Group Holdings Limited
Directors' declaration
30 June 2023
MAAS GROUP HOLDINGS LIMITED
DIRECTOR’S DECLARATION
30 JUNE 2023
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as
at 30 June 2023 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
___________________________
Stephen G Bizzell
Chairman
17 August 2023
Brisbane
___________________________
Wesley J Maas
Managing Director and Chief Executive Officer
142 | MAAS Group Holdings (ASX: MGH) Financial Report
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MAAS Group Holdings (ASX: MGH) Financial Report | 143
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of MAAS Group Holdings Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of MAAS Group Holdings Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2023, the consolidated statement of profit or loss and other 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 report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
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 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.
Revenue recognition
Key audit matter
How the matter was addressed in our audit
The assessment of revenue recognition was
significant to our audit because revenue is a
material balance in the financial statements for
the year ended 30 June 2023 and the Group
derives revenue from a significant number of
streams.
The assessment of revenue recognition and
measurement required significant auditor
effort.
Our procedures included, amongst others:
•
•
•
•
Assessing the revenue recognition policy for
compliance with AASB 15 Revenue from
Contracts with Customers
Documenting the processes and assessing the
internal controls relating to revenue
processing and recognition
Tracing a sample of revenue transactions to
supporting documentation
Assessing the adequacy of the Group's
disclosures within the financial statements.
Valuation and disclosures of non-financial assets including goodwill and indefinite life intangibles
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to intangible
assets, including the impairment assessments
of goodwill and other intangible assets are
included in Note 18.
The carrying value of intangible assets
represent a significant asset of the Group.
The Group is required to annually test the
amount of goodwill and indefinite useful life
intangible assets for impairment and assess
other intangible assets for impairment
indicators. This annual impairment test was
significant to our audit because the goodwill
and intangible assets balance is material to the
financial statements and because
management’s assessment process is complex,
highly judgmental and includes estimates and
assumptions relating to expected future market
or economic conditions.
Our procedures included, amongst others:
•
•
•
•
•
•
Evaluating management’s determination of the
Group’s Cash Generating Units ("CGU's") to
ensure they are appropriate, including being
at a level no higher than the operating
segments of the Group
Evaluating management’s process regarding
the valuation of the Group’s goodwill and
other intangible assets
Assessing the Group’s assumptions and
estimates relating to forecast revenue, costs,
capital expenditure, discount rates and growth
rates
Involving our internal specialists to assess the
discount rates against comparable market
information
Assessing the disclosures related to the
impairment assessment by comparing these
disclosures to our understanding of the matter
and the applicable accounting standards
Challenging key assumptions by performing
sensitivity analysis on the growth rates and
discount rate assumptions used.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
144 | MAAS Group Holdings (ASX: MGH) Financial Report
144 | MAAS Group Holdings (ASX: MGH) Financial Report
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
MAAS Group Holdings (ASX: MGH) Financial Report | 145
MAAS Group Holdings (ASX: MGH) Financial Report | 145
Business combinations
Investment Properties
Key audit matter
How the matter was addressed in our audit
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to business
combinations are included in Note 37.
The audit of the accounting for the business
combinations is a key audit matter due to the
significant judgment and complexity involved
in assessing the determination of the fair
value of identifiable intangible assets and the
consideration paid/payable.
The assessment of business combinations
required significant auditor effort.
Our procedures included, amongst others:
•
•
•
•
•
•
•
•
Obtaining an understanding of the transactions
including an assessment of the accounting
acquirer and whether the transaction
constituted a business or an asset acquisition
Comparing the assets and liabilities
recognised on acquisition against the historical
financial information
Evaluating management’s assessment of the fair
value of the consideration paid/payable
Evaluating management’s assessment of the
identifiable assets and liabilities acquired
Engaging with internal experts on the
appropriateness of the calculation of
identifiable intangible assets
Assessing the adequacy of the Group's
disclosures of the acquisitions
Evaluating management’s assessment of each of
the contingent amounts booked at acquisition
date and reporting date, including the
accounting for contingent consideration in the
form of shares or cash
Reviewing and challenging management’s
assumptions in respect of the probability of
occurrence linked to financial hurdles and non-
financial hurdles, at initial recognition.
The balance of investment properties is
material and determining the fair value
involves significant judgements.
Significant auditor effort and focus was
required on this balance resulting in this
being a key audit matter for our audit.
Our procedures included, amongst others:
•
•
•
•
•
Evaluating management’s assessment of the fair
value of the properties by obtaining external
valuations for investment properties held at year
end
Assessing the professional competence and
objectivity of the valuer and evaluate the
appropriateness of the methods and assumptions
used
Reviewing management’s classification of assets
to ensure classification in the financial
statements is in accordance with AASB 140
Investment Property
Evaluation of capitalised costs recognised and
challenging management on the appropriateness
of the treatment in accordance with AASB 140
Investment Property
Critically assessing the disclosures in relation to
the determination of the fair value of the
investment properties by comparing these
disclosures to the external valuations obtained
and our understanding of the applicable
accounting standards.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
146 | MAAS Group Holdings (ASX: MGH) Financial Report
146 | MAAS Group Holdings (ASX: MGH) Financial Report
MAAS Group Holdings (ASX: MGH) Financial Report | 147
MAAS Group Holdings (ASX: MGH) Financial Report | 147
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material 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 has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 56 to 67 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of MAAS Group Holdings Limited, for the year ended 30 June
2023, 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.
BDO Audit Pty Ltd
T R Mann
Director
Brisbane, 17 August 2023
MAAS GROUP HOLDINGS LIMITED
SHAREHOLDER INFORMATION
30 JUNE 2023
The shareholder information set out below is current as at 07 August 2023.
DISTRIBUTION OF EQUITABLE SECURITIES
Analysis of number of equitable security holders by size of holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Number of
Holders
1,637
1,406
450
593
99
4,185
Number of Fully
Paid Shares
755,685
3,724,950
3,470,948
15,740,218
302,492,758
326,184,559
Ordinary Shares
% of Total
Securities Issued
0.23
1.14
1.06
4.83
92.74
100
EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Name
W & E MAAS HOLDINGS PTY LTD
MRS EMMA MARGARET MAAS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
MR WESLEY JOHN MAAS
EMS INVEST PTY LTD
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMINEES PTY LTD
MR THOMAS PAUL CAVANAGH
DJ PORTER HOLDINGS PTY LTD
NETWEALTH INVESTMENTS LIMITED
MRS LEESA ROOKE
ROOKHARP INVESTMENTS PTY LIMITED
WILSLAY PTY LTD
MR DAVID MICHAEL ROOKE
ROOKHARP CAPITAL PTY LIMITED
MRS KIMBERLEY GAI LARGE
R MAAS HOLDINGS PTY LTD
S MAAS HOLDINGS PTY LTD
Total
SUBSTANTIAL HOLDERS
Substantial holders in the company are set out below
Ordinary Shares
W & E MAAS
Number Held
77,166,985
41,349,267
17,596,153
16,958,368
16,270,081
15,409,065
14,257,703
12,403,310
7,975,769
7,361,523
7,234,067
4,969,480
4,853,986
4,824,023
4,366,728
3,204,490
3,124,660
2,209,089
2,036,667
2,036,667
265,608,081
% of Total Shares
Issued
23.66
12.68
5.39
5.20
4.99
4.72
4.37
3.80
2.45
2.26
2.22
1.52
1.49
1.48
1.34
0.98
0.96
0.68
0.62
0.62
81.43
Number Held
173,381,789
% of Total Shares
Issued
53.15%
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
148 | MAAS Group Holdings (ASX: MGH) Financial Report
148 | MAAS Group Holdings (ASX: MGH) Financial Report
MAAS Group Holdings (ASX: MGH) Financial Report | 149
MAAS GROUP HOLDINGS LIMITED
SHAREHOLDER INFORMATION
30 JUNE 2023
VOLUNTARY ESCROW
Shares subject to voluntary Escrow are set out below
Ordinary Shares
Number Shares
Date Escrow Period Ends
148,148.00
64,195,120.67
600,000.00
365,987.00
148,148.00
64,195,117.67
365,987.00
664,375.00
600,000.00
131,282,883
16 August 2023
31 August 2023
29 September 2023
31 May 2024
16 August 2024
31 August 2024
31 May 2025
31 August 2025
29 September 2025
VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
Ordinary shares
All issued shares carry one vote per share and carry the rights to dividends.
There are no other classes of equity securities.
150 | MAAS Group Holdings (ASX: MGH) Financial Report
MAAS Group Holdings (ASX: MGH) Annual Report | 151
Disclaimer: This is the Annual Report for MAAS Group Holdings Limited (ACN 632 994 542) (“MGH”). The information contained in this report should not be taken as
financial product advice and has been prepared as general information only without consideration of your particular investment objectives, financial circumstances,
or particular needs. This report is not an invitation, offer or recommendation (express or implied) to apply for or purchase or take any other action with respect
to securities in MGH. This report contains forward looking statements [including the outlook for the business for FY24] . These statements are not guarantees of
future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of MGH, and which may cause
actual results or performance to differ materially from those expressed or implied by the forward looking statements contained in this report. No representation is
made that any of these statements will come to pass or that results will be achieved. Similarly, no representation is given that the assumptions upon which forward
looking statements may be based are reasonable. These forward looking statements and forecasts are based on information available to MGH as of the date of this
report. Except as required by law or regulation (including the ASX Listing Rules) MGH undertakes no obligation to update or revise these forward looking statements.
Pictured: JLE high voltage project