i
ii
Pictured: Maas Heaquarters, Dubbo NSW
ABOUT MAAS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
STRATEGIC FOCUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
FINANCIAL HIGHLIGHTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CHAIRMAN’S LETTER.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
CEO REPORT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SUSTAINABILITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
OPERATING SEGMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
BOARD OF DIRECTORS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
EXECUTIVE TEAM.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
FINANCIAL REPORT
CORPORATE DIRECTORY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
DIRECTORS’ REPORT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
AUDITOR’S INDEPENDENCE DECLARATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
CONSOLIDATED FINANCIAL STATEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
CONSOLIDATED ENTITY DISCLOSURE STATEMENT .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
DIRECTORS’ DECLARATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159
INDEPENDENT AUDITOR’S REPORT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
SHAREHOLDER INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .165
2
Pictured: South Keswick Quarry, Dubbo NSW
Our goal is to drive long-term value creation
for our shareholders by leveraging strategic
investments to ensure sustainable growth.
Maas is an ASX-listed Australian industrial service and
real estate business with diversified exposures across the
property, civil, infrastructure, renewable energy and mining
sectors. As an organisation, we aspire to be genuine market
leaders across our five key operating segments –
CONSTRUCTION MATERIALS
MANUFACTURING & EQUIPMENT SALES
CIVIL CONSTRUCTION & HIRE
RESIDENTIAL REAL ESTATE
COMMERCIAL REAL ESTATE
3
64.7
75.9
125.1
163.1
207.3
FY20 FY21 FY22 FY23 FY24
UNDERLYING EBITDA ($M)
UNDERLYING NPAT ($M)
32.4
39.7
61.2
68.9
81.8
FY20 FY21 FY22 FY23 FY24
We’ve sustained over 20 years of growth, with a
notable acceleration since listing on the ASX in 2020.
4
*Time period based on calendar years
Wes Maas
purchases first
bobcat and
tipper truck, and
establishes Maas
Team and plant
grows in response
to rapid business
growth
Maas expands into
small scale civil
construction
Maas wins major
earthworks
packages in
Central and
Northern NSW
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 and EMS,
Nationwide
Machinery & Sales,
and Maas Homes
MAAS Group
Holdings (MGH)
lists on the
Australian Stock
Exchange
Maas Properties
expands into
Mudgee
Maas Properties
expands to include
commercial
development
Maas purchases
and develops
South Keswick
Quarry in Dubbo
2002 - 2007
2019 - 2020
2015 - 2018
2008 - 2010
2011 - 2014
Maas quickly
expands, servicing
Tier 1 clients on
several major
projects such as
Bonneville Bypass,
Pacific and Hume
Highway upgrades
and the Wellington
to Wollar power
project
Maas is successful
on several coal
mine expansion
projects including
Caval Ridge Coal
Mines and various
gas projects
Maas develops a
leasehold quarry
and establishes
Regional Group
Australia
Maas restructures
into Sales, Plant
Hire and Civil
Works divisions
Maas acquires
stake in
underground
hardrock services
company, EMS
Group
Maas purchases
first residential
subdivision in
Dubbo and
establishes Maas
Properties
5
A JOURNEY OF
CONTINUED GROWTH
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 Constructions,
Maas Plumbing and
David Payne
Constructions
Maas Homes division
expands with purchase
of Brett Harvey
Constructions
Additional residential
land acquired in
Bathurst, Lithgow and
Griffith
Further expansion into
concrete batching with
acquisition of Inverell
Aggregates and Concrete
and Redimix Concrete,
Tamworth
Civil expansion
with acquisition of
A1 Earthworx
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
Excavations
Expansion into Victoria
through acquisition of
Dandy Premix
MAAS Group Holdings
(MGH) included in the
S&P/ ASX 300 Index
Maas enters the asphalt
market by acquiring
the controlling stake in
Austek Roads
Ongoing growth and
expansion across all
operating segments
FY24 asset recycling
target to recycle $70m
in assets achieved and
proceeds realised in
excess of book value.
Includes the sale of
MGH’s self-storage
portfolio to National
Storage (ASX: NSR) and
partnership agreement
established for future
self-storage development
opportunities
Bank sydication
successfully completed
increasing facility tenure
Further expansion of
Greater Melbourne
construction materials
hub through the
acquisition of three hard
rock quarries and
pre-mixed concrete
operator, Economix
2021
2022
2023
2024
From our origins as a small equipment hire firm in Dubbo,
Maas has evolved into a dynamic and diverse ASX-listed
company with international operations.
Our history of sustained growth, guided by our strong culture and values,
has laid the foundation for our current success and
ambitious vision for the future.
6
Pictured: One of three Melbourne East quarries acquired in early
2024, further strengthening our position in Victoria
7
Located within close proximity to many of the largest infrastructure and
renewable energy projects on the East Coast, our hubs are strategically positioned.
The expanding Greater Melbourne Hub, in particular, is situated in a region with
some of the most attractive supply and demand dynamics in the country.
While our Construction Materials and Civil Construction and Hire
operating segments are the primary near-term beneficiaries of these projects, our
residential and commercial real estate segments expect to also benefit from the
associated population and economic growth that these major projects help drive.
Our competitive advantage is driven by our culture and values, and is further
strengthened by the strategic location of our assets and operations.
KEY
Inland Rail
Newell Highway
National Highway
Major Railway
Renewable Energy Zones
Maas Headquarters
Maas Office/Hub
Construction Material
Quarries
Construction Material
Concrete plants
Real Estate
Residential Developments
Real Estate
Commercial Developments
Civil Construction & Hire
Assets and resources
Manufacturing & Sales
Manufacturing, product support and
parts sales and distribution centres
8
Established and growing
tangible asset base of $1.4bn
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
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:
We remain focused on leveraging opportunities for growth,
and pursuing our capital recycling program and
capital management initiatives.
Pictured: Recently acquired quarry in Neerim North, Victoria
9
Sharp focus on return on capital has underpinned over
20 years of growth.
Our business is strategically positioned to benefit from
structural market tailwinds.
Maas has a strong capital position providing flexibility.
Founder-led culture ensures strong alignment and a
solid foundation of success.
Our integrated model provides a competitive advantage
in markets where competition is typically sub-scale and
fragmented.
Our management team is highly committed, passionate
and experienced to support growth.
WHAT
MAKES MAAS
DIFFERENT?
10
FINANCIAL
HIGHLIGHTS
Our record FY result reflects strong growth and high cash conversion.
11
1 Movement in tables above is FY24 vs FY23
2 Terminology changed from “Proforma” to “Underlying” to align with ASX peers. “Proforma” terminology used historically to highlight the
add back of pre-acquisition earnings for businesses acquired during the IPO process and subsequently for businesses acquired under
lock box arrangements. No changes have been made to the methodology of adjustments to statutory profit.
3 Existing businesses classified as any business owned or acquired prior to 30 June 2023
4 % of underlying EBITDA before fair value gains, land inventory investment and tax
5 100% of statutory tangible assets less 25% of Austek tangible assets
6 NPAT attributable to owners of MGH
7 30 June 2024 Australian borrowing group Net debt divided by FY24 Australian borrowing group EBITDA (includes add back of pre-
acquistion earnings). Covenant at 30 June was 3.5x and increased to 4.0x following completion of loan syndication.
8 Lost Time Injury Frequency Rate
$207.3M
UNDERLYING EBITDA2
Increase of 27%
88% of growth from existing businesses3
$1.4bn
TANGIBLE ASSETS5
Increase of 12% from 30 June 2023
with residential landbank recognised at
historical cost ($15k/lot)
25.7 CPS
UNDERLYING EPS
Increase of 18% on pcp
2.4x
LEVERAGE RATIO7
Remaining below middle of target range,
well within covenants (4.0x),
strong asset backing
$154.1M
UNDERLYING EBIT
Increase of 28% on pcp
with stronger EBIT conversion
$73.0M
STATUTORY NPAT6
Increase of 12% on pcp
88%
CASHFLOW CONVERSION4
Inline with FY23 and target range
representing disciplined working capital
management
6.5 CPS
FULL YEAR DIVIDEND
Increase of 8% on pcp
fully franked
4.3
SAFETY - LTIFR8
Increase in LTIFR (3.7 in FY23) with initiatives
in place to continue improvement trajectory
12
It is my pleasure to present Maas Group Holdings Annual
Report for FY24 and reflect on our significant achievements
this year, along with our continued growth.
The Company has delivered another record result, with an
underlying EBITDA result for FY24 of $207.3m, representing
an increase of 27% from FY23 and an increase in statutory
net profit after tax of 12% to $73.0m. These financial
results are commendable given difficult macroeconomic
conditions and industry specific challenges.
The ability of all our business segments to deliver in
often unpredictable market conditions is a testament
to the quality of our operations and our distinctive high-
performance culture.
Our geographical footprint on the East Coast of Australia
continues to expand. This year we strengthened our
position in the strategic Greater Melbourne area with key
acquisitions in the Construction Materials segment. These
investments provide an opportunity for synergistic growth
and will make significant contributions to earnings in
future years.
We have delivered on our capital recycling program, with
$71.6m received and more than book value, demonstrating
our capital discipline. The sale of our existing self-storage
portfolio, along with several other commercial properties,
will also be a significant contributor to our capital recycling
in FY25.
We are respectful of our social licence to operate and
recognise sustainable practices are essential for our
long-term success. Progress has been made in our
environmental, social, and governance initiatives as
we work towards mandatory climate disclosures. The
Company has also continued to maintain a safe working
environment with its safety-first culture and remains
focused on continual improvement in safety.
Dear fellow Shareholders,
The ability of all our business segments
to deliver in often unpredictable market
conditions is a testament to the quality
of our operations and our distinctive
high-performance culture.
13
The Company continues to be led by its entrepreneurial
founder, Wes Maas, and his experienced and passionate
management team, ensuring robust oversight and
accountability. The team are dedicated to maintaining the
strong values driven culture of the business and creating
value for shareholders.
Looking ahead, we remain focused on leveraging
opportunities for growth, and pursuing our capital recycling
program and capital management initiatives. Executing
these priorities supports our strategy to set the business
up for long term success, and deliver value creation to our
investors. Our outlook is pleasing. The Company’s strong
pipeline of work along with the significant investments
made in the Construction Materials segment, puts the
Company in a strong position to again deliver earnings
growth for FY25 and beyond.
I would like to thank my fellow Directors for their support
and guidance this year, and congratulate the management
team, led by Wes, for their efforts and dedication in
delivering an outstanding financial result and building a
robust platform for continued growth. I also extend my
thanks to all Company staff for their hard work.
Finally, thank you to our shareholders for your ongoing
trust and confidence in our Company. Despite the
significant progress we have made, we still have more to
do. The Company’s future is exciting. I am looking forward
to reporting to you in 12 months time on another successful
year for Maas Group.
Stephen Bizzell
Chairman - MAAS Group Holdings Limited
Pictured: One of four batch plants forming part
of the recent Economix acquisition in Victoria
14
I am proud to announce the Group reported a record FY24
result. We achieved robust profit growth and significantly
enhanced our cash flow, including $71.6m from strategic
asset recycling. This strong result underscores our focused
capital allocation and the unwavering dedication of our
staff, whose commitment and care form the bedrock of
our corporate culture. Pleasingly, our growth was driven
both organically and through the successful integration of
acquired businesses over the past year.
Strategically, FY24 was a pivotal year. Our asset recycling
initiatives generated substantial cash flow, which we are
redeploying into opportunities with higher anticipated
returns on capital. Our agreement with National Storage
(ASX:NSR) to sell our portfolio of nine self-storage
developments, coupled with our partnership for future
growth opportunities, exemplifies our focus on capital
optimisation. This year marked the first significant sale of
commercial development assets which were sold above
book value, validating our prior revaluation increments.
Financial Results and Capital Investment
In FY24, the Group achieved an underlying EBITDA of
$207.3m, reflecting a 27% growth from the previous year
and surpassing the midpoint of our guided range of
$190m to $210m. This growth spanned across three of our
five segments, despite facing a challenging interest rate
environment and some project delays.
We concentrated our capital investment on the Construction
Materials segment, which we see as offering the most
attractive return on capital over the medium to long
term. Our operations in Greater Melbourne expanded
significantly. Following the acquisition of the Dandy
Premix business in December 2022, we acquired three
hard rock quarries and the pre-mixed concrete operator
Economix in 2H24. These acquisitions have solidified our
position in Greater Melbourne, creating a substantial
integrated quarry and concrete operation in the urban
fringe growth corridors. I am excited about the potential
as we fully integrate these new businesses and realise
synergistic growth.
I am immensely proud of the progress and scale we have
achieved in the Construction Materials segment. At the
time of our listing, we were operating a small number
of quarries servicing primarily the Central West region
of New South Wales delivering an underlying EBITDA of
$17.8m. Today, we have grown our business substantially
and now operate in quarries, concrete and asphalt across
Queensland, New South Wales and Victoria delivering
an underlying EBITDA of $80.2m in FY24 with significant
growth prospects ahead. Recent M&A corporate activity
in the sector highlight the value and scarcity of these
businesses.
Subsequent to year end we completed a debt syndication
process which pleasingly was oversubscribed and expands
the lending group to six banks, including a number of
domestic and international banks. The strong response,
reflected in increased facilities and lengthened maturity
is a powerful endorsement of the underlying positive
financial position of the Group.
Culture
The culture at Maas is unique and supported by our strong
organisational values. As we have grown in both workforce
strength and geographic reach, maintaining the strong
culture and guiding principles upon which our business
was founded has been a key focus.
Our commitment to the safety of our people is paramount.
The increase in Lost Time Injury Frequency Rate (LTIFR)
this year while still well below FY22 reinforces our focus
on ensuring that our staff work in the safest environment
possible.
At the Group level, we continue to invest in retaining our
people through programs that support home-grown
15
talent development and attract new talent to ensure our
business thrives in the future. We remain deeply engaged
with our local communities through ongoing support of
our charity partners, local sporting clubs, and community
initiatives. The communities where we operate give us so
much, and we are committed to staying actively involved,
supportive and fostering a culture of giving back.
To the Maas leadership team and our entire workforce,
thank you for your dedication and commitment to our
business and objectives this year. I am proud to witness the
passion and focus of our team every day. I would also like
to extend my gratitude to the Board of Directors for their
guidance and support over the past 12 months, which have
been instrumental in propelling the company forward.
Finally, to our shareholders, thank you for your trust and
confidence over the past year. I assure you of my continued
dedication to growing the company and delivering on our
promises. I am enthusiastic about the next 12 months
and beyond. At Maas, we are constantly looking forward,
challenging the status quo, and striving to exceed our goals
to achieve outstanding outcomes for our shareholders,
employees, customers, and communities. Our culture of
success, performance, care, and commitment will drive us
to achieve our objectives.
Wes Maas
Chief Executive Officer (CEO)
& Managing Director
Pictured: Self-storage facility in Kempsey NSW. Comprising
226 units plus office space, the project was completed by
the Maas Commercial Properties team in March 2024.
As we have grown in both workforce strength and
geographic reach, maintaining the strong culture and
guiding principles upon which our business was founded
has been a key focus.
16
Pictured: Dandy Premix has begun the rehabilitation process
on exhausted sections of their Yarra Valley quarry using locally
endemic flora species
17
Maas embraces sustainability and continues to operate in an environmentally and socially
responsible manner. It is committed to integrating sustainable practices and polices in its
businesses to create a more sustainable world for all. Maas recognises in order to achieve long
term success, it must foster responsible practices in safety, our communities, environment and
climate, and governance.
18
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.
Our Health and Safety Strategy continues to be 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 engaged and accountable leadership, creating trust across our workforce.
HEALTH
AND SAFETY
People
Creating a safety culture that empowers people to take ownership and look out for each other
is critical. Our safety slogan, “Think Safe, Act Safe, Look After Your Mate”, is designed to focus
our people on safe behaviours and mindset. Through the slogan and regular safety initiatives,
we unify our team and ensure safety is at the forefront of everything we do.
Risk Management
Continual implementation of our Critical Risk Standards, focused on taking a risk-based
approach to establishing controls and defences to mitigate unsafe practices in the workplace,
remains a core pillar of our strategy. The Critical Risk Standards are implemented by our
engaged leadership team and continues through the implementation of a Safety Activity
Calendar focused on toolbox talks for each Critical Risk and audits of each Critical Risk.
The psychological wellbeing of our people is a priority with the implementation of psychosocial
risk management to mitigate unsafe behaviours in the workplace.
Systems
Our WHS management systems are designed to protect workers from harm and ensure
legislative compliance and the highest safety standards through protocols designed 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 to support both the business we are today and the business we will be in the future.
19
Our Lost Time Injury Frequency Rate (LTIFR) while higher
this year than the previous reporting period remains
trending downward compared to FY21 and FY22. We have
assessed the FY24 results and believe these are reflective
of the business growth. The integration of acquired
businesses into the Maas Group safety culture and systems
is expected to deliver improved outcomes in the future.
The Total Recordable Injury Frequency Rate (TRIFR),
combining Medical Treatment Injuries (MTI) and Lost
Time Injuries (LTI), rose slightly this year. This increase has
been attributed to the continued education of workers to
report all injuries.
INJURY FREQUENCY RATES
TRIFR
MTI
LTI
Total Recordable Injury Frequency Rate (TRIFR)
9.8
5.6
8.4
11.7
12.1
6.8
3.7
4.3
15.4
15.3
15.8
15.9
FY21
FY22
FY23
FY24
Note: all values are rounded to one decimal place
20
VALUES DRIVEN
Embedded within the fabric of our business are
fundamental values that guide our actions and
decisions across all levels of the organisation.
Our commitment to these values, distinguishes our
approach and sets us apart from our competitors.
21
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 teamwork,
ownership, candour, leadership, trust and commitment
to customers.
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 training, staff
events, fundraisers and social activities, we aim to create a
sense of teamwork and belonging across all areas of the
organisation.
Our programs of reward and recognition drive a culture
of achievement, where our teammates who exemplify
the values of Maas are celebrated monthly. Additionally,
objective achievements are underpinned by the annual
Short Term Incentive and multi-year Long Term Incentive
programs.
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 FY24, we employed 69 trade apprenticeship positions
across the Group, including sponsoring 13 trainees in
accredited programs.
OUR PEOPLE
Leadership
A key focus for Maas in FY24 has been building on our “Maas
Edge” leadership development 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 155 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.
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
continued to make progress in FY24, and our workforce is
representative of the industries in which we operate.
Our Senior Executive team is represented by 31% female
leadership. In FY24, we have actively worked to improve
our diversity outcomes and participation across the Group.
We remain committed to further improving representation,
promoting a critical diversity of thought across the
organisation.
The Group continues to focus on Indigenous participation.
Through partnerships with organisations, we support
and carefully consider our impact on the community by
providing opportunities for Indigenous workers entering
into training, apprenticeships and integration into the
routine of a workforce post incarceration.
In the past 12 months, our workforce has continued to grow.
Now, with approximately 2,000 teammates across Australia
and Vietnam, we remain committed to implementing
programs and initiatives that enable our team to thrive
professionally and personally.
22
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 FY24 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.
OUR
COMMUNITIES
Dolly’s Dream
As our national charity of choice for FY24, Maas raised
over $10,000 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 FY25, we seek further
opportunities to partner with Dolly’s Dream to grow our
contribution to this cause.
Pictured: Schwarz Excavations participating in
the Capricorn Helicopter Rescue’s 2024 Colour Run
fundraising event in Rockhampton QLD
Left: St Johns Dubbo Junior Rugby League team
training with the NSW State of Origin team
Fundamental to our business are the communities in which we operate. We are committed to
helping make them better, more sustainable and thriving places for those that live there today
and in the future.
23
Our local communities are integral to our success,
and we are committed to supporting them in the
most meaningful way possible
Dubbo Regional Theatre & Convention Centre (DRTCC)
Maas 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 festivals to the region and prominent
performing and musical artists.
Titan Macquarie Mud Run
Maas has been the major sponsor of the Titan Macquarie
Mud Run in Dubbo for more than 10 years. This significant
community event draws large groups of locals aged 5 years
and above, promoting both physical and mental health
and well-being, while raising funds to build community
sports infrastructure and facilities.
Pictured: Maas Plant forming obstacles for the
2024 Titan Macquarie Mud Run, Dubbo NSW
24
In FY24, Maas continued its commitment to sustainability
and environmental responsibility, implementing new
initiatives and processes to promote sustainable practices
and reduce our environmental impact and respond to
climate change. In particular, the company has made
significant progress in priority areas such as lower carbon
offerings, waste minimisation and use of alternative fuels.
Our
Environmental
Management
Framework
(EMF)
ensures environmental obligations and risks across our
operations are identified, managed and monitored, and
adverse environmental impacts are minimised. The Company
remains committed to:
• Incorporating sustainability principles and
environmental management as part of its
decision-making processes;
• Using appropriate controls to, in order of priority, avoid,
reduce, and mitigate environmental impacts and
promote sustainable use of resources;
• Reviewing its environmental performance to confirm
compliance and identify opportunities for improvement;
• Assigning accountability for environmental performance
to leaders and individuals within the business; and
• Investing in continuous improvement and collaborating
with stakeholders on solutions to improve
environmental performance.
The EMF operates to provide for, where possible, improving
the energy efficiency of operations, using alternative fuels,
diverting waste from landfill to beneficial uses, increasing
water use efficiency, the responsible sourcing of products,
and progressive rehabilitation and responsible use of
buffer land.
Pictured: Embellishment and public domain works incorporating
a network of granite paths, boardwalks and viewing platforms,
within the Environmental Management Zone of our commercial
redevelopment project at the former RAAF No. 6 Stores Depot site
in Dubbo, NSW
25
In FY24, as part of its commitment to being a responsible
corporate citizen, Maas has focused its efforts on several
environmental initiatives material to its operations. These
include:
Lower Carbon Offerings
The Company has invested in developing lower carbon
product lines, including in the Dandy and Austek
operations.
• Dandy, through a trial of its CarbonCrete, CarbonCrete
Plus and CarbonCrete Max products, seeks to achieve
supplementary cementitious materials reduction of
60-75% (without using offsets) while maintaining the
product strength, integrity, and quality of conventional
concrete. Dandy is also trialling various recycled materials
as aggregate replacements in its concrete mixes
including Polyrock, a sustainable concrete aggregate
alternative that integrates recycled materials into its
composition; and FuturePave, a pavement technology
utilising recycled materials and advanced construction
methods to create sustainable road infrastructure.
• As part of its ongoing journey to decarbonisation, Austek
has made advances in its Recycled Asphalt Product,
with 9.2% of its asphalt being from recycled product this
year, which was almost double the previous years total.
This resulted in the use of 19,123t of recycled aggregate
products along with 838t of recovered bitumen which
would otherwise be sourced from refining crude oil
offshore and shipping to Australia.
Waste Minimisation
The Company is dedicated to reducing waste to landfill.
Opportunities to reuse or recycle waste streams which
otherwise might go to landfill are being undertaken or
investigated.
• Regional Group in Queensland are implementing the
End of Waste Framework under Chapters 8 and 8A of
Waste Reduction and Recycling Act 2011. Regional has
registered several businesses and sites either as End of
Waste Producers or Users which effectively allows what
would otherwise be classified as waste to be considered
a resource and used accordingly.
• In NSW, several quarries and concrete works hold approval
to accept and use waste, including waste concrete and fly
ash (a waste product generated by combustion of coal for
energy production), for beneficial purposes such as road
base products, aggregates and concrete. Opportunities
to obtain approval to incorporate waste materials at
other sites continue to be investigated. Regional Group is
also actively applying the Resource Recovery Framework
(implemented under Part 9 of the Protection of the
Environment Operations (Waste) Regulation 2014 to
promote the beneficial reuse of waste materials, such
as application of excavated natural materials to land as
geotechnical fill, which would otherwise be delivered to
landfill.
Alternative Fuels
Austek continued its work in the alternate fuel space, and is
currently trialling waste oil derived fuels, in order to reduce
its reliance on conventional fuels such as diesel. This year,
Austek consumed 158 thousand litres of alternate fuels for
the year representing 11.97% of drying fuel used.
We continue to progress our sustainability initiatives
as part of our efforts to reduce adverse environmental
impacts, respond to climate change and create long term
value for our stakeholders.
Maas supports the national decarbonisation agenda, along
with transparency and accountability in its environmental
practices. We will be ready to make climate related
financial disclosures in our FY26 report. The Company is in
a transition planning phase, having established a Steering
Committee to assist in meeting our obligations under
Australia’s climate related financial disclosure regime.
The
Group
acknowledges
the
potential
risks
and
opportunities posed to our business and the broader sector
due to climate change. Managing such climate related risk
and opportunities over the short, medium, and long term
will translate into meaningful shareholder value.
Through a trial of its CarbonCrete products, Dandy Premix seeks to
achieve supplementary cementitious materials reduction of 60-75% while
maintaining the strength, integrity, and quality of conventional concrete
26
The Maas board is responsible for overseeing sustainability
matters, including the Company’s response to climate
change, setting targets, strategy and risk management.
Where possible, the board considers sustainability criteria
in decision making, including investments, risk, and
strategy. Sustainability matters are included in the Board’s
skill matrix as required competencies and the Company
provides opportunities for continued learning on material
ESG matters impacting the Company, including climate
related disclosures.
To enhance the consideration of sustainability criteria,
this year, the Board resolved to amend its charters.
The Health, Safety, and Environment Committee was
repurposed to the Health, Safety, Environment, and
Sustainability (HSES) Committee, and the Remuneration
and Nomination Committee was renamed the People and
Culture Committee. These Committees, in conjunction
with the Audit and Risk Committee and Related Party
Committee, support the Board in ensuring sustainability
matters are identified, monitored, addressed and reviewed
regularly, and are given significant importance by the
Company. All Committees have oversight or input into
aspects of sustainability. Further detail on the roles and
responsibilities of each Committee can be found on
the Company’s Investor Centre and in the Company’s
Corporate Governance Statement.
GOVERNANCE
Maas remains respectful of its social licence to operate and is committed to a sustainable future.
To this end, Maas has implemented governance structures to support and oversee sustainability
matters.
The CEO, supported by the Executive Leadership Team,
has day-to-day responsibility for managing material
sustainability risks and opportunities. Each business
unit
is
supported
by
experienced
personnel
who
support management in implementing the Company’s
sustainability strategy and initiatives, and monitoring
sustainability compliance across the business.
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.
BOARD OF DIRECTORS
BUSINESS UNITS
EXECUTIVE LEADERSHIP TEAM
AUDIT & RISK
COMMITTEE
HSES
COMMITTEE
PEOPLE
& CULTURE
COMMITTEE
RELATED
PARTY
COMMITTEE
Reporting
Oversight and Advice
The Group’s Corporate Governance Statement and policies
are available in the Investor Centre on our website
Corporate Governance Framework
27
28
Pictured: The Rural Fire Service Centre of Excellence in Dubbo NSW, completed by David
Payne Constructions in late 2023 with involvement from several business units across
Maas Group’s operating segments
29
CONSTRUCTION MATERIALS
CIVIL CONSTRUCTION & HIRE
MANUFACTURING & EQUIPMENT SALES
RESIDENTIAL REAL ESTATE
COMMERCIAL REAL ESTATE
30
We are a leading supplier of quarry materials, aggregates,
pre-mix concrete, crushing and screening services, asphalt
and logistics to the civil infrastructure, renewable energy,
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
and concrete plants in new and existing markets where we
believe there are favourable market dynamics and where
we can achieve operational scale. In FY24, this included
the acquisition of three hard rock quarries servicing the
Melbourne and Melbourne East markets. We also acquired
Economix, a well-established pre-mixed concrete business
with four operating concrete plants servicing primarily the
north and west growth corridors of Melbourne as well as
Geelong. We also acquired a geotechnical, environmental
and laboratory testing business in southeast Melbourne
and another quarry services business, further building
on our capabilities and integrated model in this market.
These strategic acquisitions within a highly attractive
Victorian construction materials market, offer the Group
new market opportunities especially in the infrastructure
and construction segments. In addition to enjoying a
broader customer base, the new and existing quarry
network further allows the group to vertically integrate
our own business with significant downstream raw
material demand.
FY24 also saw the Group acquire Ground Science East –
a geotechnical, environmental and laboratory testing
business located in Dandenong, further expanding our
reach and capabilities in Greater Melbourne.
CONSTRUCTION
MATERIALS
Quarries · Concrete · Asphalt · Geotechnical Engineering · Logistics
Pictured: One of three quarries located in the Melbourne East
region acquired in early 2024, creating opportunities for synergistic
growth and leveraging the regional infrastructure pipeline
31
$80.2m
54% Growth in
Underlying EBITDA
Expansion across
Greater Melbourne and into
the Melbourne East region saw
the acquisition of Economix
Concrete, three hard rock
quarries, Wade Quarry Services
and a geotech lab
Underlying EBITDA
contribution
32
CIVIL CONSTRUCTION
& HIRE
Maas’ Civil Construction and Hire segment is the most
mature operating segment, providing construction and
above-ground plant hire as well as electrical transmission
and distribution services to major infrastructure and
renewable energy projects across Australia.
Major infrastructure investment in renewable energy and
upgrading transport links continue to provide opportunity
for growth of our businesses that operate high demand
assets and skilled labour. Our competitive advantage
is in our capability to self-perform, with owned fleet,
strategically significant packages of work.
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).
Equipment Hire · Civil Construction · Electrical Transmission & Distribution
Pictured: JLE Electricians laying cable at
Stubbo Solar Farm, near Gulgong NSW
33
$75.0m
9% Growth in
Underlying EBITDA
Higher-margin renewable
energy projects continue
to drive growth, alongside
strong performance in
key civil projects
Underlying EBITDA
contribution
34
MANUFACTURING &
EQUIPMENT SALES
Maas Manufacturing is an engineering firm, manufacturer
and retailer of industrial machinery, serving both above-
ground and below-ground markets. Comet Equipment
supplies above-ground machinery, while Jacon Equipment
specialises in the rock mining and civil tunnelling sectors.
FY24 has seen the entry into the USA and UK markets for
our Comet Equipment range, while Jacon has expanded
into the African and Indian marketplaces.
By leveraging global markets, we have tapped into the
growing international demand for specialised equipment
to support global infrastructure advancements and
investment.
In FY24, we have 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 rental fleet, ensuring ongoing
revenue streams are maintained.
In FY24, our manufacturing facility in Vietnam increased
capacity by reducing build times and improving utilisation
of production capabilities, resulting in higher overall
efficiency.
Looking forward, we are confident that we will continue
to see growth in this segment driven by an acute sales
focus, combined with global demand for equipment and
specialist manufacturing solutions.
Equipment Sales · Manufacturing · Distribution
Pictured: Manufacturing engineer testing a
Comet Equipment T24 Trailer Pump
35
$3.5m
14% Decline in
Underlying EBITDA
Entry into the USA and
UK markets for our Comet
Equipment range, while Jacon
has expanded into the African
and Indian marketplaces
Underlying EBITDA
contribution
36
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 of circa 8,000
lots. As well as traditional greenfield residential masterplan
subdivisions, we continue to develop our product offering
to include diversified land sale offerings and ready-built
homes, medium density lifestyle developments and
future land lease communities, in addition to our external
home construction services. This has allowed us to provide
greater flexibility and affordability to a compressed market
in FY24.
A challenging macroeconomic environment of high
inflation and sustained interest rate heights maintained
headwinds for the Residential Real Estate segment
through FY24. Whilst enquiry remained subdued, sale
volumes, values and home construction performance
stabilised where expected, contributing positively to the
segment’s profitability.
FY24 produced exciting progression on development
consent pursuits for three major residential masterplan
projects, unlocking new products and markets which
contribute significantly to near-term growth of the
residential segment. These include: Rockhampton - Ellida
Estate, Griffith - Collina North Estate, and Tamworth -
Arcadia Estate. Pre-sale campaigns across each of these
projects will commence in FY25.
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.
RESIDENTIAL
REAL ESTATE
Residential Developments · Home Building · Build-to-Rent · Land Lease Developments
Pictured: Eagle View Estate in Tamworth NSW
welcomed its first residents in March 2024
37
$28.8m
124% Growth in
Underlying EBITDA
Increased external settlements,
and improved land margins
drive growth, in addition to
higher gross profit per lot and
substantial fair value gains
Underlying EBITDA
contribution
38
COMMERCIAL
REAL ESTATE
The Commercial Real Estate business develops commercial
and industrial properties focused on the industrial, self-
storage and childcare sectors. Complementing the
development business are commercial construction
delivery businesses, building supplies and insurance repair
building businesses which continue to deliver growth for
the segment.
In FY24, Commercial Real Estate completed the sale of
our self-storage assets to National Self Storage along
with several other childcare centres and industrial
developments, realising $71.6m of capital recycling for the
group.
We continue to focus on the development of self-storage,
childcare and industrial developments that will deliver a
mix of both short- and long-term returns.
Over the coming year, we will focus on delivering our
existing pipeline, asset recycling and continue with
acquisitions in the industrial, self-storage and childcare
sectors.
Our commercial construction division maintains a strong
pipeline of work in the external market and continues
to deliver and capture additional value through the
construction of our internal developments
Commercial Real Estate · Commercial Construction · Insurance · Building Materials
Pictured: The first of four igloo hangars to be repurposed at the
former RAAF No. 6 Stores Depot in Dubbo NSW. This c1943 State
Heritage listed structure now contains 258 self-storage units.
39
$37.7m
10% Decline in
Underlying EBITDA
Sale of self-storage assets,
and agreement for future
developments, recognised
proceeds above book value
as part of the Group’s
capital recycling program
Underlying EBITDA
contribution
40
41
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); 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 cofounder 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
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)
Armour Energy Ltd (January 2024)
Special responsibilities
Chairman of the Company
Member of the Audit and Risk Committee
Member of the People and Culture Committee
Member of the Health, Safety, Environment and
Sustainability Committee
Member of the Related Party Committee
Interests in shares
748,721
WES MAAS
STEPHEN BIZZELL
B. Com. MAICD
NON-EXECUTIVE CHAIRMAN
appointed 21 October 2020
CHIEF EXECUTIVE OFFICER (CEO)
& MANAGING DIRECTOR appointed 18 April 2019
42
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 Audit and Risk
Committee
Chairman of the Health, Safety,
Environment and Sustainability
Committee
Member of the People and Culture
Committee
Interests in shares
538,651
MICHAEL MEDWAY
BBus (Accountancy), CA, GAICD
NON-EXECUTIVE DIRECTOR
appointed 21 October 2020
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 the Port’s commercial activities,
including the extensive 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, and Graduate Diplomas
in
Project
Management
and
Urban
and
Regional
Planning.
He has completed the Executive
Management Program at Wharton
Business
School,
University
of
Pennsylvania.
Other current directorships
None
Former directorships (last 3 years)
None
Special responsibilities
Chairman of the Related Party
Committee
Chariman of the People and Culture
Committee
Member of the Audit and Risk
Committee
Interests in shares
12,500
DAVID KEIR
BASc (Built Environment),
GradDip Urban & Regional Planning,
GradDip Project Management
NON-EXECUTIVE DIRECTOR
appointed 30 September 2021
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
Special responsibilities
Director Corporate Development
Member of the Health, Safety,
Environment and Sustainability
Committee
Interests in shares
158,182
TANYA GALE
BCom, GAICD
EXECUTIVE DIRECTOR
appointed 13 October 2022
43
FORMER
DIRECTOR
‘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.
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 – at the time of resignation
STEWART BUTEL
B. Science (Geology), Grad Dip in Business Studies,
Advanced Certificate of Coal Mining, GAICD
NON-EXECUTIVE DIRECTOR
resigned 31 July 2023
44
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 coordinating 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.
45
CHRISTINE ASHCROFT
Group Health and Safety Manager
Christine leads the Group health and safety function across Maas Group Holdings, including monitoring
and executing health and safety strategies to ensure safety compliance and excellence. Prior to joining
Maas Group Holdings, 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, and is a member of the Australian
Institute of Company Directors (MAICD).
DAMIEN PORTER
Director, Business Development
With over 25 years of experience in the Civil, Mining, and Construction Materials sectors, Damien is
an original founder of Maas Group Holdings and served as General Manager for 18 years. During this
period, Damien was instrumental in the company’s growth and now holds the position of Director of
Business Development. In this role, he identifies sales and operational synergies across Maas Group
Holding’s diverse offerings and leverages long-term client relationships throughout the Group.
JOSH LARGE
Civil Construction and Hire - Director
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 segment, 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.
RYAN ROBERTS
Construction Materials - Chief Operations Officer (COO)
Ryan joined Maas in 2024 to lead the Construction Materials segment, bringing over 15 years
of experience in both the construction and construction materials sectors. He has held senior
management roles both internationally and nationally for large, listed companies, including Holcim.
With a strong background in general and operations management, Ryan is dedicated to delivering
robust commercial outcomes for the business. He holds a Bachelor of Construction Management and
a Diploma of Project Management.
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.
46
47
MAAS GROUP HOLDINGS LIMITED
CORPORATE DIRECTORY
30 JUNE 2024
47
Directors
Stephen G Bizzell - Non-executive Chairman
Wesley J Maas
- Managing Director and Chief Executive Officer
Michael J Medway - Non-executive Director
David B Keir
- Non-executive Director
Tanya E Gale
- Executive Director
Company secretaries
Candice O'Neill
Craig G Bellamy
Registered office and
20L Sheraton Road
Principal place of business
Dubbo
NSW 2830
Auditor
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane
QLD 4000
Solicitors
Duffy Elliott
148 Brisbane Street
Dubbo
NSW 2830
Maddocks
Angel Place
Level 27
123 Pitt Street
Sydney
NSW 2000
Syndicated Group Lead Bank
Commonwealth Bank of Australia Limited
Level 9
201 Sussex 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
48
MAAS GROUP HOLDINGS LIMITED
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48
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 2024.
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
Stewart Butel
(resigned 31 July 2023)
PRINCIPAL ACTIVITIES
The Group is an industrial service and real estate business with diversified exposure across the property, civil, infrastructure,
renewable energy and mining sectors. The Group aspires to be genuine market leaders across all five key operating
segments. The principal activities and key operating segments during the financial year 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 the East Coast
of Australia.
The Civil Construction and Hire activities of the consolidated entity for the year consisted of civil construction and hire of
above-ground, specialised electrical equipment, electrical infrastructure services and machinery sales within the East Coast
of 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, South Africa and
Indonesia with sales to multiple global jurisdictions.
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49
DIVIDENDS
Dividends paid during the financial year were as follows:
Consolidated
2024
2023
$'000
$'000
Final dividend for the year ended 30 June 2023 of 3.0 cents (2022: 3.5 cents) per ordinary share
9,819
10,831
Interim dividend for the year ended 30 June 2024 of 3.0 cents (2023: 3.0 cents) per ordinary share
9,838
9,788
19,657
20,619
A final dividend of 3.5 cents per ordinary share was declared on 21 August 2024 taking the total dividends declared for FY24
to 6.5 cents (FY23: 6.0 cents). All dividends paid in the period and declared subsequent to year end were fully franked.
OPERATING AND FINANCIAL REVIEW
Earnings Summary
The Group delivered a record Underlying EBITDA result for the year ended 30 June 2024 (FY24) of $207.263m, representing
an increase of 27.5% from the year ended 30 June 2023 (FY23). Accompanying this result was an increase in consolidated
Underlying Revenue of 10.9% to $881.889m (FY23 $795.312m) and an increase in Statutory NPAT of 11.5% to $72.958m (FY23
$65.455m).
The strong result was underpinned by the Group’s existing operations in the Construction Materials, Civil Construction and
Hire, Residential Real Estate, Commercial Real Estate and were complemented by strategic capital investment in the
Construction Materials segment with multiple acquisitions made throughout FY24.
The Group’s result was driven by strong growth in existing businesses combined with price and cost discipline across key
operating segments. Disciplined capital allocation with a focus on return on capital has allowed for all five operating
segments to contribute to this record result in FY24. The Group has continued to successfully compound capital during the
year while delivering attractive returns for shareholders.
The Group delivered this result amidst challenging macroeconomic conditions, in particular, persistent high inflation and
ongoing interest rate uncertainty which existed throughout FY24.
An overview of each operating segments performance is summarised below.
Construction Materials
Underlying Revenue in the Construction Materials segment increased by 60.7% to $359.297m (FY23 $223.632m) with
Underlying EBITDA increasing by 54.29% to $80.220m (FY23 $51.994m). The Underlying Revenue growth was achieved
through strong performance of the existing businesses complemented by strategic acquisitions through FY24. This growth
was underpinned by increases in average selling price of quarry products matched with continued strong customer demand.
Reduced cost of production also complemented the record result. The segment continues to manage inflationary risks
through regular customer pricing reviews and a focus on leveraging procurement power across the Group.
The Group continues to hold strategically located quarries across the east coast of Australia with significant investment made
during the period with the expansion within Greater Melbourne. In FY24, the Group acquired Economix, Melbourne East
quarries, Wade Quarry Services and a Geotechnical Lab in Greater Melbourne. These strategic acquisitions all complement
the existing Dandy business acquired in FY23 and provide significant opportunities for synergies. Operating efficiencies
across the acquisitions contributed to the result in the last quarter and the Group expects these to continue into FY25.
Continued price discipline in a high inflationary environment remains a key risk to the segment and a focus for the future.
Improved weather conditions and favourable operating conditions during the year aided the strong result when compared
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MAAS GROUP HOLDINGS LIMITED
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50
to a weather impacted FY23. Wet weather remains a key risk for the segment as unfavourable weather conditions can lead
to decreased production efficiency and higher costs.
Civil Construction & Hire
Underlying Revenue in the Civil, Construction & Hire segment decreased by 8.1% to $340.863m (FY23 $370.914m) while
Underlying EBITDA increased by 9.2% to $75.031m (FY23 $68.723m). Underlying Revenue decreased primarily because of
contract timing on key electrical contracts with performance expected to improve in FY25. The Underlying EBITDA increase
was driven by higher margins achieved on renewable energy projects and favourable performance on contracts when
compared to a weather impacted FY23. These factors offset the subdued performance on electrical contracts during the
period. 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 and Hire segment year-on-year result was driven by efficient project delivery across major
infrastructure projects. The growth of the segment continued to benefit from the integrated industrial services offering to
major infrastructure projects, particularly renewable energy contracts, across the east coast of Australia. Relatively more
favourable weather conditions were seen in FY24 when compared to a weather impacted FY23, this contributed to the
stronger margins achieved with greater operational efficiency. The management of challenging operating conditions
remains a key risk for the segment.
The segment has benefited from significant government expenditure related to the establishment and development of
Renewable Energy Zones (REZ). The Group expects this expenditure to continue in FY25 creating further opportunity
however acknowledges a risk related to infrastructure programs and government policy, with a change in policy direction or
restriction on spending adversely impacting the segment. The Group also acknowledges that that the timing of delivery of
infrastructure programs may lead to slippage and deferral of work pipelines.
Residential Real Estate
Underlying Revenue in the Residential Real Estate segment decreased by 5.5% to $84.728m (FY23 $89.667m) with Underlying
EBITDA increasing 124.2% to $28.764m (FY23 $12.832m). The Underlying Revenue decrease was driven by reduced home
construction delivery noting 124 completions (FY23: 170). Subdued buyer sentiment is evident in the market with uncertainty
around interest rate rises and cost of living pressures restricting growth in land sales during the period. The land delivery and
home building programs are scalable and controlled, allowing flexibility to respond to market demand.
The Underlying EBITDA increase was delivered through slightly higher external settlements of land inventory (FY24: 129 vs
FY23: 126), an englobo disposal representing the effective sale of 60 future lots and Fair Value increases of $9.442m. The
valuation increases saw $8.801m coming from future Land Lease Community investments and $0.641m from Build-to-Rent
investments (FY23: $4.168m on Build-to-Rent investments only). Strong cost discipline in the land development and home
construction businesses provided an improvement on margins achieved in the comparable period.
Dampened confidence continued in Residential Real Estate during the period, arising from general cost of living pressures,
increased uncertainty over interest rates and persistent inflationary impacts on build costs. These economic conditions and
market sentiment caused an increased time to convert sales from inquiry to settlement. The uncertainty in this segment is
expected to continue throughout FY25 with the segment likely to benefit should interest rates fall. The inflationary pressure
on housing construction costs continues to be a risk to the industry, however the Group expects this to ease into FY25 given
increased capacity within the industry due to decreased supply of new housing driven by the uncertain interest rate
environment. Continued cost discipline on home constructions, including efficient supply chain and procurement
management will be a key performance indicator again in FY25.
Commercial Real Estate
Underlying Revenue in the Commercial Real Estate segment decreased by 4.7% to $131.6509m (FY23 $138.187m) with
Underlying EBITDA decreasing by 10% to $37.681m (FY23 $41.713m). The marginal Underlying Revenue decrease was a result
of contract timing for commercial construction revenue and a dampened home construction industry impacting building
supplies revenue. Underlying EBITDA decreased in the period because of lower Fair Value gains recognised on Commercial
Investment Property in FY24 compared to FY23 (FY24: $22.376m vs FY23: $27.678m) and lower revenue in commercial
51
MAAS GROUP HOLDINGS LIMITED
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51
construction and building supplies businesses as noted above. Cost inflation on projects was mitigated through procurement
activities from the building supplies business unit, supporting comparably stable project margins.
The Group divested $60.913m worth of Investment Property during the period in line with capital recycling initiatives on
completed developments. This included the divestment of five completed Self Storage facilities to National Storage (ASX:NSR)
following a sale agreement reached in February 2024. Associated to this agreement, a further four Self Storage facilities will
settle in FY25. The Group’s portfolio of assets continued to focus on industrial sites, self-storage facilities and childcare
locations where the market demand remains strong. At varying stages of development, the Group continues to have
significant ability to self-perform projects within its portfolio through construction capability and the building supplies
business unit.
Uncertainty continued in broader real estate markets during the year ended 30 June 2024, arising from ambiguity over the
near-term futures of interest rates and persistent inflation. The higher interest rate environment dampened market
conditions in areas of the Commercial Real Estate industry, although the asset classes which the segment operates in, remain
resilient from these headwinds.
The Group expects the uncertainty of broader real estate markets to remain in FY25 due to the current interest rate
environment, however, given the diversification of the asset classes within the portfolio, and the continued demand noted
for these assets, it is not expected to materially impact the segment. The inflationary pressure on construction costs continues
to be a risk to the industry however the shorter lifecycle of typical projects within the segment assist in job cost management.
Manufacturing
Underlying Revenue in the Manufacturing segment decreased by 17.3% to $25.296m (FY23 $30.570m) with Underlying
EBITDA decreasing by 13.8% to $3.536m (FY23 $4.102m). A longer sales conversion rate on key machinery led to a decrease in
both Underlying Revenue and EBITDA during the period. Following investment in Jacon and Comet brand recognition in
FY23, the Group has focused on establishing distribution channels in key markets to provide increased sales opportunities in
the future.
The Group expects established distribution channels to provide greater customer reach and brand establishment in FY25.
Mergers and Acquisitions
The Group continued to pursue strategic acquisitions in the Construction Materials segment which allowed for an expansion
of operations while realising synergies during the year to 30 June 2024 with a total investment of $103.247m. All acquisitions
occurred within the Greater Melbourne area and provided the Group an opportunity to optimise assets across the
geographical footprint to realise synergies and increase return on capital. The acquisitions included:
(1)
Wade Quarry Services - acquired in October 2023 and is reported in the Construction Materials segment. Based in
Greater Melbourne, the acquisition enhances the Group’s quarry excavation capabilities in the region, offering synergies
with existing operations and assets.
(2)
Melbourne East Quarries - acquired in February 2024 and is reported in the Construction Materials segment. The
acquisition included three hard-rock quarries supplying Melbourne and Melbourne East regions. The Melbourne East
quarries will complement the existing and acquired concrete operations in the region.
(3)
Economix - acquired in May 2024 and is reported in the Construction Materials segment. This acquisition includes four
concrete plants across Melbourne and Geelong and enhances the concrete delivery capacity for the Group. This
acquisition will complement existing operations and realise synergies with our quarries in the region..
Further details on the acquisitions are set out in note 38 to the financial statements.
Cash Flow and Working Capital
Operating cash inflows before payments for land inventory increased 16.2% to $142.903m (FY23 $122.898m) because 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. Net operating
cashflows included payments for land inventory of $29.520m (FY23 $120.334m) which exhibits a multiyear lag between
52
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
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52
englobo acquisition and settlement as developed lots. The significantly reduced investment in land inventory during FY24 is
in response to the subdued residential real estate segment.
Significant investing cash outflows occurred during the period as the Group transacted on opportunities and incurred capital
expenditure that aligned with operational strategy and passed return on capital benchmarks. This included the acquisition
of businesses as mentioned above and a continued investment in commercial property with the acquisition of the Hamilton
Industrial Site in Newcastle NSW. Offsetting these outflows were the Self-Storage settlements with National Storage as noted
above and other capital recycling initiatives. Continued development of the commercial property portfolio and property plant
and equipment capital expenditure of $87.236m was incurred during the year. The gross capital expenditure for property
plant and equipment was split between $19.500m for Growth and $37.750m for Maintenance. Following $28.160m of
proceeds from property plant and equipment disposals, net maintenance capex was $8.450m (FY23: $58.909m). The Group
is committed to continuing to measure assets against performance benchmarks and undertaking capital recycling where
required.
The Group issued 2,078,614 new ordinary shares during the year ended 30 June 2024 and bought back 707,576 shares during
an on market buy-back program. This resulted in the value of share capital increasing by 8.5% to $555.487m (FY23 $550.778m).
The share capital increase is represented by vesting performance rights and shares as part consideration for businesses
acquired during prior periods. Refer to note 25 for further information.
Group Debt and Dividends
Underlying net debt excluding AASB 16 property leases increased by 14.1% to $505.282m over the year to 30 June 2024 (FY23
$442.875m) largely driven by the investing cash outflows discussed above. During the period, the Group received continued
support from its banking partners and opened a $60.000m surety bond facility with Allianz to assist the servicing of project
guarantees. This surety bond facility is in addition to the groups multi option facility with banking partners which can used
for bank guarantees or working capital funding. All banking covenants were adhered to during FY24.
On 30 July 2024, the Group completed a debt syndication refinance with six banks (three domestic, three international)
committing $730.000m of funding. In addition to the new syndicated facility, the Group retains its legacy asset finance
facilities with the Commonwealth Bank of Australia and Westpac Banking Corporation with the balance to be fully amortised
under existing contractual terms and no amounts to be further drawn.
The syndication refinance provides a platform for future growth and capital investment. The new syndicated facility continues
the existing structure (with increased limits) of a Cash Advance Facility ($425.000m), an Asset Finance Facility ($80.000m), a
Multi Option Facility ($75.000m) however also incorporates a new Property Development Funding Facility ($150.000m). The
syndicated facilities expire in January 2028 and contain revised covenants of less than 4.0 times net leverage ratio (previously
less than 3.5 times), a debt service cover ratio of greater than 1.5 times increasing to greater than 1.75 times from and including
30 June 2026 (consistent with prior facility) and a total tangible asset ratio of greater than 1.1 times over total facilities (new
covenant).
The Board Policy of a dividend payout ratio of 20%-40% of Cash NPAT has continued during the year ended 30 June 2024,
underpinned by record earnings. The Board has declared a 3.5c fully franked dividend on 21 August 2024 in relation to the
year end 30 June 2024. Combined with the 3c fully franked interim dividend paid, there was an 8.3% growth in dividends
declared during FY24. The board has determined that the Dividend Reinvestment plan will not apply to the final dividend for
FY24.
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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
management 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 Group operations span a diverse range of markets impacted by interest rates and economic
sentiment. There has been increased uncertainty on interest rates over the last twelve months which has continued to
impact sentiment. The Group expects this uncertainty to remain during FY25 whilst the current interest rate
environment continues. 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 restrictions.
(3)
Wet Weather – The Group’s 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 Groups 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 the Groups 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.
Managing climate related risk and opportunities over the short, medium and long term will translate into meaningful
shareholder value. The Group acknowledges there is a risk of ESG inaction which could result in potential non-
compliance fines and mismanaged community expectations. The Group will be prepared to make climate related
disclosures in our FY26 Annual Report. The company is in a transition planning phase, having established a Steering
Committee to assist in meeting our obligations under Australia’s climate related financial disclosure regime.
54
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
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54
Reconciliation of Statutory Revenue (audited) to Underlying Revenue (unaudited), profit before income tax (audited) to
EBITDA and Underlying EBITDA (unaudited), EBIT to Underlying EBIT (unaudited). Reconciliation of Statutory Net Profit After
Tax (NPAT) attributable to owners of Maas Group Holdings Limited (audited) to Underlying NPAT (unaudited) and Statutory
Basic Earnings Per Share (audited) to Underlying Basic Earnings Per Share (unaudited).
Consolidated
2024
2023
$'000
$'000
Statutory revenue
908,522
799,636
Non-controlling interest revenue
(26,633)
(4,324)
Underlying Revenue
881,889
795,312
Profit before income tax expense
111,391
94,343
Interest revenue
(948)
(521)
Finance costs
34,894
21,849
EBIT
145,337
115,671
Amortisation
8,250
7,515
Depreciation
45,274
35,745
EBITDA
198,861
158,931
Transaction costs relating to business combinations
1,667
3,317
Loss/(gain) on remeasurement of contingent and deferred consideration from
AASB 3 Business Combinations
6,577
(698)
Share-based payments expense relating to business combinations
1,839
955
Non-controlling interest EBITDA
(4,252)
(748)
Other non-recurring expenses
2,571
1,377
Underlying EBITDA
207,263
163,134
Amortisation
(8,250)
(7,515)
Depreciation
(45,274)
(35,745)
Non-controlling interest depreciation and amortisation
381
92
Underlying EBIT
154,120
119,966
Statutory NPAT attributable to the owners of MAAS Group Holdings Limited
72,958
65,455
NPAT normalisations as a result of Underlying EBIT
11,308
3,462
Underlying NPAT
84,266
68,917
Statutory Basic EPS (Cents)
22.30
20.66
Basic EPS Normalisations (Cents)
3.40
1.08
Underlying Basic EPS (Cents)
25.70
21.74
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MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
55
Underlying Revenue, Underlying NPAT, Underlying Basic EPS, Underlying EBIT, EBITDA, and Underlying EBITDA 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.
Underlying 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.
Underlying Revenue is normalised for the reversal of non-controlling interest revenue. Underlying EBIT is normalised for the
reversal of non-controlling interest depreciation and amortisation.
Underlying NPAT (Net Profit After Tax) is normalised for the NPAT impact of Underlying EBIT above. Underlying EPS (Earnings
Per Share) is calculated using Underlying NPAT divided by the weighted average number of ordinary shares.
Underlying net debt is the statutory net debt, being total borrowings (note 20) less total cash and cash equivalents (note 9),
less the statutory net debt attributable to the non-controlling interest.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
On 26 June 2024, members of the Group entered a deed of cross guarantee (the deed) under which each company
guarantees the debts of the others. By entering the deed, the wholly owned entities have been relieved from the requirement
to prepare financial statements and directors' report under Corporations Instrument 2016/785 issued by the Australian
Securities and Investments Commission. Refer to note 40 for further information.
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
Dividends
The Directors declared a fully franked final dividend of 3.5 cents per share on 21 August 2024.
Syndicated Debt Facility
On 30 July 2024, the Group completed a debt syndication refinance with six banks (three domestic, three international)
committing $730.000m of funding. In addition to the new syndicated facility, the Group retains its legacy asset finance
facilities with the Commonwealth Bank of Australia and Westpac Banking Corporation with the balance to be fully amortised
under existing contractual terms and no amounts to be further drawn.
The syndication refinance provides a platform for future growth and capital investment. The new syndicated facility continues
the existing structure (with increased limits) of a Cash Advance Facility ($425.000m), an Asset Finance Facility ($80.000m), a
Multi Option Facility ($75.000m) however also incorporates a new Property Development Funding Facility ($150.000m). The
syndicated facilities expire in January 2028 and contain revised covenants of less than 4.0 times net leverage ratio (previously
less than 3.5 times), a debt service cover ratio of greater than 1.5 times increasing to greater than 1.75 times from and including
30 June 2026 (consistent with prior facility) and a total tangible asset ratio of greater than 1.1 times over total facilities (new
covenant).
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
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56
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group enters FY24 with a focus on continued execution of existing strategies, highlighted by business excellence and
consolidation of processes of newly acquired businesses. Capital recycling programs will be driven 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. Performance in relation to
environmental regulation is monitored by site and operating segment with further information about the Group’s
performance reviewed reported to the executive team and the Board’s Health, Safety, Environment and Sustainability
Committee.
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. As required, the Group will respond to requests made by
regulatory authorities which may include requests to take action, for site inspections and to provide information.
During 2024, the Group received regulatory notices issued by government authorities responsible for environmental matters.
Following an investigation from the NSW Environmental Protection Agency into a water discharge at an operating Dubbo
sand quarry, the Group received a $0.210m fine and conviction charge. The Group worked proactively with regulatory bodies
on the matters raised.
Further information on the Group's environmental performance is discussed above in the Annual Report within Environment
and Climate.
SPECIAL RESPONSIBILITIES OF DIRECTORS
The following changes occurred during the year in the sub-committees:
(1) Health, Safety, Environment & Sustainability Committee:
Stewart Butel was Chair of the Health, Safety, Environment & Sustainability 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, Environment & Sustainability 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.
(2) Related Party Committee:
Stewart Butel was Chair of the Related Party Committee up until his resignation as a director on 31 July 2023. David Keir
was a Committee Member for the period up until 31 July 2023 at which point he was appointed as Chair of the Related
Party Committee. Stephen Bizzell was appointed to the vacancy as a Committee Member on 31 July 2023.
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MEETINGS OF DIRECTORS
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the
year ended 30 June 2024, and the number of meetings attended by each director were:
Full Board
Audit and Risk Committee
People & Culture Committee
Attended
Held
Attended
Held
Attended
Held
Stephen G Bizzell
16
16
4
4
2
2
Wesley J MaasA
16
16
-
-
-
-
Stewart A Butel*
1
1
-
-
-
-
Michael J Medway
16
16
4
4
2
2
David B Keir
16
16
4
4
2
2
Tanya GaleC
16
16
-
-
-
-
Health, Safety, Environment & Sustainability
Committee
Related Party Committee
Attended
Held
Attended
Held
Stephen G Bizzell
3
3
-
-
Wesley J MaasA
-
-
-
-
Stewart A Butel*
-
-
1
1
Michael J Medway
3
3
-
-
David B KeirB
-
-
1
1
Tanya Gale
3
3
-
-
A Attended Audit and Risk Committee, People and Culture Committee and Health, Safety, Environment & Sustainability
Committee meetings but not as a member of the relevant committee (by invitation)
B Attended Health, Safety, Environment & Sustainability Committee meetings but not as a member of the relevant
committee (by invitation)
C Attended Audit and Risk Committee and People and Culture 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 31 July 2023
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LETTER FROM THE PEOPLE & CULTURE COMMITTEE CHAIR
Dear Shareholders,
On behalf of the Board, I am pleased to present our 2024 Remuneration Report. The Group is 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.
FY24 Performance and Remuneration Outcomes
The Group has continued to deliver on its long-term strategy and established itself as an efficient capital allocator,
compounding capital while achieving strong returns. The Group has reported a strong result again in FY24 with Underlying
Revenue increasing by 10.9% to $881.889m (FY23 $795.312m), Underling EBIT increased by 28.4% to $154.120m (FY23
$119.966m) and statutory net profit after tax increased by 11.5% to $72.958m (FY23 $65.455m).
The Board declared a fully franked dividend of 3.5 cents per share, resulting in a full year fully franked dividend of 6.5 cents for
FY24 (FY23 6.0 cents).
This result was achieved despite the difficult macroeconomic conditions and various industry specific challenges. The Board
is extremely pleased with the Group's performance in FY24 and we would like to thank Wes, the leadership team, and all our
employees for their unwavering commitment, dedication and achievements during the year.
Due to the successful performance of our team in FY24, the Group and business unit financial metrics have largely been
achieved, and the KMP individual metrics have achieved towards the top of their respective target scores.
Our remuneration structure includes fixed remuneration, at-risk short-term incentive (STI) and at-risk long-term incentive
(LTI). The LTI program was introduced this financial year for the Executive team and for additional participants with two
awards being offered. Currently, the Company has two LTI awards outstanding. The first of these awards will be tested for
vesting at the completion of FY26.
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.
The Board approved the initial annual FY22 and FY23 award programs (Award) under the LTIP on 17 August 2023. Eligible
participants received 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 the Group’s performance and long-term success. The following awards were granted during the year.
●
Award of 495,649 performance rights relating to the FY22 financial year. The number of rights granted have been
determined using the face value of the award ($1,982,555) 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. The fair value of the award at grant date under AASB 2 Share-based payments is $1,680,375. Further information can
be found in section 7 of the Remuneration Report.
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●
Award of 978,913 performance rights relating to the FY23 financial year. The number of rights granted have been
determined using the face value of the award ($3,132,522) divided by the share price using the volume weighted average
price (VWAP) during the 20-day period immediately after the issue of the FY23 results ($3.20). The performance rights will
vest in August 2027 with EPS CAGR and average Return on Equity hurdles for the four year period ending 30 June
2027. The fair value of the award at grant date under AASB 2 Share-based payments is $3,271,066. Further information can
be found in section 7 of the Remuneration Report.
The performance rights for Executive Directors included in the information above was approved at the Annual General
Meeting on 27 October 2023.
We were encouraged to receive strong shareholder support for our current approach to renumeration at the 2023 AGM. We
will always welcome feedback from stakeholders as we continue looking for opportunities to improve and provide
transparency as appropriate.
As stakeholder expectations evolve, the People and Culture 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 – 8 below.
Yours faithfully
David Keir
Chair, People and Culture Committee
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REMUNERATION REPORT (AUDITED)
TABLE OF CONTENTS
1.
Key Management Personnel
2. Remuneration Framework
3. Employment Contracts
4. Company Performance
5. Executive Remuneration Summary
6. Executive STI
7. Executive LTI
8. Additional statutory disclosures
The Directors present the Remuneration Report for the financial year ended 30 June 2024. 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 FY24
KMP
Position
Term as KMP
Directors
Stephen Bizzell
Non-Executive Chair
Full Financial Year
Wesley Maas
Managing Director and Chief Executive Officer
Full Financial Year
Michael Medway
Non-Executive Director
Full Financial Year
David Keir
Non-Executive Director
Full Financial Year
Tanya Gale
Executive Director, Corporate Development
Full Financial Year
Stewart Butel
Non-Executive Director
Resigned 31 July 2023
Executives
Craig G Bellamy
Chief Financial Officer and Company Secretary
Full Financial Year
Candice O’Neill
Company Secretary and General Counsel
Full Financial Year
2. REMUNERATION FRAMEWORK
The broad objective of Maas Group Holdings Limited (the Group) 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.
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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 Group’s 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
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 People and Culture Committee assists and advises the Board of Directors in fulfilling its responsibilities to shareholders
and other stakeholders by ensuring that Maas 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 Maas 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 People and Culture 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 People and Culture Committee.
The People and Culture 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.
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Non-Executive directors do not receive share options or other performance-based incentives.
The maximum aggregate amount which has been approved by Maas Group 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. The
earning cap of Non-Executive Directors during the period was $0.085m with $0.005m earnt in addition to base fees up to the
cap for Committee positions
Base Fees
Annual Fees ($’000)
Chairman Non-Executive Director
100
Independent Non-Executive Director
65
Committee Fees
Chair ($’000)
Member ($’000)
Audit & Risk Committee
5
5
People and Culture Committee
5
5
Health, Safety, Environment &
Sustainability Committee
5
5
Related Party Committee
5
5
The remuneration of Non-Executive Directors for the year ended 30 June 2024 is detailed in section 8.2 of this report.
2.3. EXECUTIVE REMUNERATION
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:
Component
Purpose
Approach
Fixed
Remuneration
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.
At risk short-term
incentive (STI)
Incentivise Executives to achieve
annual financial and non-financial
KPI’s linked to the Group’s 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.
At risk long-term
incentive (LTI)
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 2024 are summarised in sections 5 – 7
and section 8.1 below.
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3. EMPLOYMENT CONTRACTS
Key terms of employment contracts of Executives are presented in the table below:
Name
Position
Contract Duration
Notice period
Termination Payment
Wesley Maas
Chief Executive Officer
Unlimited
Twelve Months
Six Months
Craig Bellamy
Chief Financial Officer and
Company Secretary
Unlimited
Six Months
Six Months
Tanya Gale
Executive Director, Corporate
Development
Unlimited
Three Months
Three Months
Candice O’Neill
Company Secretary and General Counsel
Unlimited
Three Months
Three Months
4. COMPANY PERFORMANCE AND REMUNERATION OUTCOME
The Group aims to align its Executive remuneration to its strategic and business objectives and the creation of shareholder
wealth. The table below summarises the performance indicators of the Group over the last five years.
FY24
FY23
FY22
FY21
FY20
$’000
$’000
$’000
$’000
$’000
Sales Revenue (Statutory)
908,522
799,636
517,121
277,562
193,440
Sales Revenue (Underlying)
881,889
795,312
539,100
283,400
221,800
Underlying Earnings Before Interest Tax and Depreciation
(EBITDA)
207,263
163,134
125,100
75,900
64,700
Underlying Earnings Before Interest and Tax (EBIT)
154,120
119,966
94,200
59,800
49,900
Net Profit After Income Tax (Statutory)
72,958
65,903
61,562
34,742
20,942
Net Profit After Income Tax (Underlying)
84,266
68,917
61,199
34,742
20,942
Return on Equity (Statutory)
12%
12%
17%
20%
24%
Dividends Declared (cents per share)
6.5
6.0
5.5
5.0
n/a
Share Price at Year End ($ per share)*
4.23
2.65
3.63
5.60
n/a
Basic Earnings Per Share (Statutory, cents per share)
22.30
20.66
21.42
14.37
10.10
Diluted Earnings Per Share (Statutory, cents per share)
22.00
20.38
21.26
14.33
10.10
Basic Earnings Per Share (Underlying, cents per share)
25.70
21.75
21.29
16.42
15.84
Performance Based Incentives to KMP ($)
258
113
114
-
-
*
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.
Underlying Revenue, Underlying NPAT, Underlying EPS, Underlying EBIT, EBITDA, and Underlying EBITDA 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.
Underlying 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.
Underlying Revenue is normalised for the reversal of non-controlling interest revenue. Underlying EBIT is normalised for the reversal of non-controlling interest
depreciation and amortisation.
Underlying NPAT (Net Profit After Tax) is normalised for the NPAT impact of Underlying EBIT above. Underlying EPS (Earnings Per Share) is calculated using
Underlying NPAT divided by the weighted average number of ordinary shares.
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5. EXECUTIVE TAKE HOME REMUNERATION SUMMARY (UNAUDITED)
The table below summarises the Executive KMP remuneration during FY24. The statutory audited tables are provided in
section 8 of this report.
Fixed
Remuneration
Other Benefits
STI Awarded
Vested LTI
Total
Name
$'000
$'000
$'000
$'000
$'000
Wesley Maas
360
31
-
-
391
% Base Salary
0%
Craig Bellamy
360
45
58
-
463
% Base Salary
13%
Tanya Gale
270
34
43
-
347
% Base Salary
12%
Candice O’Neill
200
33
18
-
251
% Base Salary
7%
(i)
Other includes the movement in annual leave and superannuation.
6. EXECUTIVE 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 FY24:
STI maximum opportunity
STI Outcome
Name
%
$
%
$
Wesley Maas
20%
72,000
-
-
Craig Bellamy
20%
72,000
80%
57,600
Tanya Gale
20%
54,000
80%
43,200
Candice O’Neill
10%
20,000
90%
18,000
Wesley Maas elected to not receive a STI in FY24. The STI outcome from Craig Bellamy, Tanya Gale and Candice O’Neill were
measured based on a weighted approach. This approach considered the Group’s financial performance for FY24 against
budgets, execution of agreed personal objectives, culture fostered within teams, retention of key staff and ability to execute
a lean management strategy.
7. 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 sets 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.
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The table below sets out the key components of the LTI structure for Executives:
Who is Eligible to Participate? •
•
Invitation program for Executive KMP and other executives and managers in Maas Group.
Invitation is annual and participants must exhibit Maas Group core values.
What is the LTI Structure?
•
•
Annual award of Performance Rights linked to the underlying MGH securities.
The Performance Rights do not receive distributions or voting until vesting.
Award Value
•
•
•
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 (20 – 50%) which can
grow over time as the Group’s earnings grow.
How are the number of
Performance Rights Issued
determined?
•
•
The number of Performance Rights allocated are calculated as the Award Value divided
by 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 (EPS CAGR) over the four financial
years post Award. This is considered the underlying value driver for Maas 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)
Executive Leaves
•
If participant is a good leaver they will retain a portion of their unvested Performance
Rights, pro-rated for time served and subject to performance testing.
Change of Control
•
The Board retains discretion in the unlikely event of change of control.
What are the Vesting
Conditions?
•
Performance rights will vest subject to achieving the performance hurdles as determined
by the Board.
How and when is it paid?
•
Performance rights convert to ordinary shares after the vesting period if the performance
hurdles have been met. The Group will settle performance rights using either market
purchased shares or the issue new shares as determined by the Board. The Board in its
discretion may settle in cash.
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On 17 August 2023 the Board approved the LTI Award for FY22 and FY23, noting that the LTI Award of the CEO and other
Executive Board members were approved by shareholders at the AGM on 27 October 2023.
The key elements of the FY22 and FY23 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
Maas Group.
Element
FY22 Award
Share Price to set #
Performance Rights
$4.00 – 20 day (VWAP 18 August 2022 to 14 September 2022)
Performance Hurdle - EPS
CAGR
50% Weighting
Requires achieving EPS CAGR of 7.5% (Threshold) – 12.5% (Maximum) over the period 1 July
2022 – 30 June 2026
A 100% of the EPS CAGR hurdle will be awarded at 12.5% EPS CAGR or higher
A pro rata of 50% - 100% of the EPS CAGR hurdle will be awarded between 7.5% and 12.5% EPS
CAGR
Performance Hurdle -
Average ROE
50% Weighting
Requires achieving average annual ROE of 15.0% (Threshold) – 20.0% (Maximum) over the
period 1 July 2022 – 30 June 2026
A 100% of the ROE hurdle will be awarded at 20.0% average annual ROE or higher
A pro rata of 50% - 100% of the ROE hurdle will be awarded between 15.0% and 20.0% average
annual ROE
Grant Date
Executive approval was provided by shareholders at the AGM being 27 October 2023.
Grant date for all other award recipients was 11 December 2023.
Performance Testing
1 July 2022 to 30 June 2026
Vesting Date & Conditions 30 August 2026
The executive must be an Employee over the Vesting Period and as at the Vesting date. The
performance hurdles must be achieved as determined by the board.
Expiry
31 August 2036
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Element
FY23 Award
Share Price to set #
Performance Rights
$3.20 – 20 day (VWAP 18 August 2023 to 14 September 2023)
Performance Hurdle - EPS
CAGR
50% Weighting
Requires achieving EPS CAGR of 7.5% (Threshold) – 12.5% (Maximum) over the period 1 July
2023 – 30 June 2027
A 100% of the EPS CAGR hurdle will be awarded at 12.5% EPS CAGR or higher
A pro rata of 50% - 100% of the EPS CAGR hurdle will be awarded between 7.5% and 12.5% EPS
CAGR
Performance Hurdle -
Average ROE
50% Weighting
Requires achieving average annual ROE of 15.0% (Threshold) – 20.0% (Maximum) over the
period 1 July 2023 – 30 June 2027
A 100% of the ROE hurdle will be awarded at 20.0% average annual ROE or higher
A pro rata of 50% - 100% of the ROE hurdle will be awarded between 15.0% and 20.0% average
annual ROE
Grant Date
Executive approval was provided by shareholders at the AGM being 27 October 2023.
Grant date for all other award recipients was 11 December 2023.
Performance Testing
1 July 2023 to 30 June 2027
Vesting Date & Conditions 30 August 2027
The executive must be an Employee over the Vesting Period and as at the Vesting date. The
performance hurdles must be achieved as determined by the board.
Expiry
31 August 2037
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 include 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.
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8. STATUTORY DISCLOSURES
8.1. EXECUTIVE REMUNERATION
The table below sets out the Executive Remuneration of Maas Group
Short Term
Post
Employment
Long Term
Base
Salary/
fees
Short
Term
Incentive
Other
(i)
Super-
annuation
Employee
Benefits
Equity
Based
Awards(ii)
Total
Fixed
Perform
-ance
based
$'000
$'000
$'000
$'000
$'000
$'000
$'000
%
%
Wesley Maas
FY24
360
-
4
27
-
93
484
81%
19%
FY23
360
-
-
27
-
-
387
100%
-
Craig Bellamy
FY24
360
58
18
27
-
-
463
87%
13%
FY23
360
58
22
27
-
-
467
88%
12%
Tanya Gale
FY24
270
43
7
27
-
42
389
78%
22%
FY23
243
43
16
24
-
-
326
87%
13%
Candice O’Neill
FY24
200
18
10
23
-
4
255
91%
9%
FY23
138
12
10
15
-
-
175
93%
7%
Rem. Totals
FY24
1,190
119
39
104
-
139
1,591
84%
16%
FY23
1,101
113
48
93
-
-
1,355
92%
8%
(i) Other includes the movement in annual leave and other non-monetary benefits.
(ii) Equity based Awards – this represents the accounting expense for share-based payments in accordance with AASB2 of
all performance rights that has not lapsed or vested during the period.
8.2. 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
Short
Term
Incentive
Other
Super-
annuation
Employee
Benefits
Equity
Based
Awards
Total
Fixed
Perfor-
mance
based
$'000
$'000
$'000
$'000
$'000
$'000
$'000
%
%
Stephen Bizzell
FY24
90
-
-
10
-
-
100
100%
-
FY23
90
-
-
10
-
-
100
100%
-
Stewart Butel
FY24
13
-
-
1
-
-
14
100%
-
FY23
77
-
-
8
-
-
85
100%
-
Neil O’Connor
FY24
-
-
-
-
-
-
-
100%
-
FY23
6
-
-
1
-
-
7
100%
-
Michael Medway
FY24
77
-
-
8
-
-
85
100%
-
FY23
77
-
-
8
-
-
85
100%
-
David Keir*
FY24
81
-
-
9
-
-
90
100%
-
FY23
72
-
-
8
-
-
80
100%
-
Rem. Totals
FY24
261
-
-
28
-
-
289
100%
-
FY23
322
-
-
35
-
-
357
100%
-
*David Keir was paid an additional $0.005m in FY24 as catch-up payment for a Committee position held in FY23.
69
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
69
8.3. EXECUTIVE LTI PLAN OUTSTANDING PERFORMANCE RIGHTS
In the current year, there was an LTI award for FY22 and FY23 offered. There were no KMP performance exercised, vested or
expired as at 30 June 2024.
Award
Grant date
Exercise
price
Vesting date
Expiry date
Number of
perform-
ance rights
Fair
value at
grant
date
Wesley Mass FY23 Award
27 October 2023
$nil
30 August 2027
31 August 2037
73,359
$234,015
FY22 Award
27 October 2023
$nil
30 August 2026
29 August 2036
45,000 $146,700
Tanya Gale FY23 Award
27 October 2023
$nil
30 August 2027
31 August 2037
33,013
$105,311
FY22 Award
27 October 2023
$nil
30 August 2026
29 August 2036
20,250
$66,015
Candice O’Neill FY23 Award
11 December 2023 $nil
30 August 2027
31 August 2037
8,528
$28.654
8.4. 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 2023
Resignation
(ceases to be
Director)
Initial
Interest
Purchases
Sold 30 June 2024
Non-Executive Directors
Stephen Bizzell
748,721
-
-
-
-
748,721
Stewart Butel
63,034
(63,034)
-
-
-
-
Michael Medway
538,651
-
-
-
-
538,651
David Keir
12,500
-
-
-
-
12,500
Total
1,362,906
(63,034)
-
-
-
1,299,872
Executives
Wesley Maas
173,381,789
-
-
-
-
173,381,789
Craig Bellamy
181,081
-
-
-
(45,000)
136,081
Tanya Gale
158,182
-
-
-
-
158,182
Candice O’Neill
-
-
-
-
-
-
Total
173,721,052
-
-
-
(45,000)
173,676,052
Total
175,083,958
(63,034)
-
-
(45,000)
174,975,924
70
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
70
Performance Rights
The number of Performance Rights in the MGH held during the financial year by each Executive, including their personally
related parties, is set out in the table below:
1 July 2023
Granted
Vested
Expired
Other
change(i) 30 June 2024
Executives
Wesley Maas
-
118,359
-
-
-
118,359
Craig Bellamy
-
-
-
-
-
-
Tanya Gale
-
53,263
-
-
-
53,263
Candice O’Neill
-
8,528
-
-
-
8,528
Total
-
180,150
-
-
-
180,150
8.5. RELATED PARTY DISCLOSURES
Related party transactions – Wesley Maas:
●
Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2024 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 2024 financial year was
$243,433 (2023: $453,165). The contract was based on normal terms and conditions. Amounts payable at 30 June 2024
to PMA totalled $18,287 (2023: $54,678).
●
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 $19,250 (2023: $28,050) 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 $376,437 (2023: $334,985) 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 2024 financial year was $858,845 (2023: $509,722)
was based on market rates following completion of extensive capital improvements and fit outs.
●
During the 2024 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 $123,398 (2023: $61,821). An
income in advance liability existed for the consolidated entity at 30 June 2024 of $46,000 in relation to the above (2023:
$46,000).
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 707,576 MGH shares (2023: 1,581,253) and charged the
consolidated entity $1,469 (2023: $3,203) in brokerage.
71
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
71
Aggregate amounts of each of the above types of other transactions with key management personnel of MAAS Group
Holdings Limited:
Consolidated
2024
2023
$
$
Amounts recognised as revenue:
Other revenue:
Management fee income received from entity controlled by key management personnel
123,398
61,821
Amounts recognised as an expense:
Payment for goods and services:
Rent
1,254,532
872,757
Travel
243,433
453,165
1,497,965
1,325,922
Other transactions:
Brokerage paid to entity controlled by key management personnel
1,469
3,203
Consolidated
2024
2023
$
$
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)
18,287
26,049
This concludes the remuneration report.
72
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
72
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
Vesting Date
Exercise price
Number under rights
30/06/2022
22/03/2024
$0.00
8,696
30/06/2022
22/03/2025
$0.00
8,696
30/06/2022
22/03/2026
$0.00
8,696
30/06/2022
22/03/2027
$0.00
8,695
30/06/2022
30/06/2023
$0.00
33,271
30/06/2022
30/06/2024
$0.00
33,271
30/06/2022
30/06/2025
$0.00
33,271
26/09/2023
30/08/2024
$0.00
155,556
26/09/2023
30/08/2025
$0.00
155,556
11/12/2023
30/12/2024
$0.00
18,868
11/12/2023
30/12/2025
$0.00
18,868
11/12/2023
30/08/2026
$0.00
414,223
27/10/2023
30/08/2026
$0.00
65,250
11/12/2023
30/08/2027
$0.00
832,381
27/10/2023
30/08/2027
$0.00
106,372
1,901,670
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
date of this report. For further information regarding the issuance and mechanics of the performance rights, refer to note 44
Share-based payments.
Shares issued on the exercise of options
There were no ordinary shares of MAAS Group Holdings Limited issued on the exercise of options during the year ended 30
June 2024 and up to the date of this report.
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 2024 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.
73
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
73
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 34 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 34 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.
74
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
30 JUNE 2024
74
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.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
___________________________
Stephen G Bizzell
Wesley J Maas
Chairman
Managing Director and Chief Executive Officer
21 August 2024
Brisbane
75
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.
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 2024, I declare that, to the
best of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
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
Director
BDO Audit Pty Ltd
Brisbane, 21 August 2024
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
76
MAAS GROUP HOLDINGS LIMITED
CONTENTS
30 JUNE 2024
76
Consolidated statement of profit or loss and other comprehensive income
77
Consolidated statement of financial position
78
Consolidated statement of changes in equity
80
Consolidated statement of cash flows
81
Notes to the consolidated financial statements
82
Note 1. General information
82
Note 2. Material accounting policy information
82
Note 3. Critical accounting judgements, estimates and assumptions
83
Note 4. Operating segments
85
Note 5. Revenue
89
Note 6. Other income
95
Note 7. Expenses
95
Note 8. Income tax
96
Note 9. Cash and cash equivalents
98
Note 10. Trade and other receivables
99
Note 11. Contract assets
99
Note 12. Inventories
100
Note 13. Non-current assets classified as held for sale
101
Note 14. Other assets
101
Note 15. Investments accounted for using the equity method
102
Note 16. Investment properties
104
Note 17. Property, plant and equipment
105
Note 18. Intangibles
108
Note 19. Trade and other payables
111
Note 20. Contract liabilities
112
Note 21. Borrowings and lease liabilities
113
Note 22. Employee benefits
116
Note 23. Provisions
116
Note 24. Deferred consideration payable
117
Note 25. Issued capital
119
Note 26. Other equity
120
Note 27. Reserves
121
Note 28. Retained profits
122
Note 29. Dividends
123
Note 30. Financial instruments
124
Note 31. Fair value measurement
128
Note 32. Contingent liabilities
130
Note 33. Commitments
130
Note 34. Remuneration of auditors
131
Note 35. Key management personnel disclosures
131
Note 36. Related party transactions
132
Note 37. Parent entity information
133
Note 38. Business combinations
135
Note 39. Interests in subsidiaries
139
Note 40. Deed of cross guarantee
142
Note 41. Events after the reporting period
145
Note 42. Cash flow information
146
Note 43. Earnings per share
148
Note 44. Share-based payments
148
Consolidated entity disclosure statement
152
Directors' declaration
159
Independent auditor's report to the members of MAAS Group Holdings Limited
160
77
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
The above consolidated statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes
77
Consolidated
Note
2024
2023
$'000
$'000
REVENUE
5
908,522
799,636
Share of losses of associates accounted for using the equity method
15
(235)
(11)
Other income
6
2,125
7,438
Interest revenue
948
521
Net fair value gain on investment properties
6
31,798
30,494
Expenses
Purchases of raw materials and consumables used and changes in inventories
12
(410,196)
(387,782)
Employee benefits expense
(201,669)
(166,193)
Amortisation expense
18
(8,250)
(7,515)
Depreciation expense
17
(45,274)
(35,745)
Transaction costs relating to business combinations
(1,667)
(3,317)
Legal, audit, accounting and consultants
(6,034)
(4,911)
Motor vehicle and plant expenses
(38,599)
(35,345)
Insurance and registration
(6,332)
(6,174)
Repairs and maintenance
(39,177)
(36,897)
Rent - property and equipment short-term and low-value leases
(5,011)
(5,873)
Travel and accommodation
(6,232)
(6,258)
Other expenses
(28,432)
(25,876)
Finance costs
7
(34,894)
(21,849)
Profit before income tax expense
111,391
94,343
Income tax expense
8
(35,789)
(28,440)
Profit after income tax expense for the year
75,602
65,903
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(1,460)
484
Other comprehensive income for the year, net of tax
(1,460)
484
Total comprehensive income for the year
74,142
66,387
Profit for the year is attributable to:
Non-controlling interest
2,644
448
Owners of MAAS Group Holdings Limited
28
72,958
65,455
75,602
65,903
Total comprehensive income for the year is attributable to:
Non-controlling interest
2,644
448
Owners of MAAS Group Holdings Limited
71,498
65,939
74,142
66,387
Cents
Cents
Basic earnings per share
43
22.3
20.7
Diluted earnings per share
43
22.0
20.4
78
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
78
Consolidated
Note
2024
2023
$'000
$'000
ASSETS
Current assets
Cash and cash equivalents
9
85,484
69,369
Trade and other receivables
10
111,091
128,229
Contract assets
11
27,502
31,552
Inventories
12
126,828
106,830
Non-current assets classified as held for sale
13
22,111
2,000
Other assets
14
13,576
11,031
Total current assets
386,592
349,011
Non-current assets
Inventories
12
142,190
145,245
Investments accounted for using the equity method
15
8,515
8,750
Investment properties
16
249,036
226,761
Property, plant and equipment
17
621,831
524,186
Intangibles
18
181,251
178,144
Total non-current assets
1,202,823
1,083,086
Total assets
1,589,415
1,432,097
LIABILITIES
Current liabilities
Trade and other payables
19
109,246
119,831
Contract liabilities
20
14,160
14,543
Borrowings and lease liabilities
21
74,945
52,065
Income tax
8
22,111
8,602
Employee benefits
22
12,243
10,005
Provisions
23
20,956
13,036
Deferred consideration payable
24
7,600
-
Total current liabilities
261,261
218,082
Non-current liabilities
Borrowings and lease liabilities
21
551,135
493,141
Deferred tax liability
8
62,660
49,633
Employee benefits
22
269
1,041
Provisions
23
30,405
40,908
Total non-current liabilities
644,469
584,723
Total liabilities
905,730
802,805
Net assets
683,685
629,292
79
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
79
Consolidated
Note
2024
2023
$'000
$'000
EQUITY
Issued capital
25
555,487
550,778
Other equity
26
3,820
9,759
Reserves
27
(106,439)
(106,117)
Retained profits
28
225,760
172,459
Equity attributable to the owners of MAAS Group Holdings Limited
678,628
626,879
Non-controlling interest
5,057
2,413
Total equity
683,685
629,292
Refer to note 38, Business combinations, for details of the restatement of the comparative period for finalisation of provisional
accounting for a business combination.
80
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
80
Issued
capital
Other
equity
Reserves
Retained
profits
Non-controlling
interests
Total
equity
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
432,530
3,354
(107,556)
127,623
-
455,951
Profit after income tax expense
for the year
-
-
-
65,455
448
65,903
Other comprehensive income for
the year, net of tax
-
-
484
-
-
484
Total comprehensive income for
the year
-
-
484
65,455
448
66,387
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 25)
114,894
-
-
-
-
114,894
Share-based payments (note 44)
-
-
955
-
-
955
Non-controlling interests on
acquisition of subsidiary (note 38)
-
-
-
-
1,965
1,965
Deferred consideration (note 26)
-
9,759
-
-
-
9,759
Deferred consideration - shares
issued (note 25 and note 26)
3,354
(3,354)
-
-
-
-
Dividends paid (note 29)
-
-
-
(20,619)
-
(20,619)
Balance at 30 June 2023
550,778
9,759
(106,117)
172,459
2,413
629,292
Issued
capital
Other
equity
Reserves
Retained
profits
Non-controlling
interests
Total
equity
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
550,778
9,759
(106,117)
172,459
2,413
629,292
Profit after income tax expense
for the year
-
-
-
72,958
2,644
75,602
Other comprehensive income for
the year, net of tax
-
-
(1,460)
-
-
(1,460)
Total comprehensive income for
the year
-
-
(1,460)
72,958
2,644
74,142
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 25)
1,864
-
-
-
-
1,864
Share-based payments (note 44)
-
-
2,729
-
-
2,729
Transfer from share-based
payments reserve (note 25)
1,591
-
(1,591)
-
-
-
Deferred consideration - shares
issued (note 25)
1,254
(1,254)
-
-
-
-
Deferred consideration to be
settled in cash (note 24)
-
(5,997)
-
-
-
(5,997)
Transfer from contingent
consideration (note 26)
-
1,312
-
-
-
1,312
Dividends paid (note 29)
-
-
-
(19,657)
-
(19,657)
Balance at 30 June 2024
555,487
3,820
(106,439)
225,760
5,057
683,685
81
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
81
Consolidated
Note
2024
2023
$'000
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
1,039,519
845,931
Payments to suppliers and employees (inclusive of GST)
(853,671)
(685,952)
Interest received
948
521
Interest and other finance costs paid
(32,252)
(21,109)
Income taxes paid
(11,641)
(16,493)
Net cash from operating activities before payments for land inventory (inclusive
of GST)
142,903
122,898
Payments for land inventory (inclusive of GST)
(29,520)
(120,334)
Net cash from operating activities
42
113,383
2,564
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of businesses, net of cash acquired
38
(76,639)
(145,073)
Payments for investment property
(70,271)
(65,428)
Payments for property, plant and equipment
(55,852)
(82,158)
Payments for intangibles
(1,044)
(111)
Payments for deposits
-
(464)
Proceeds from disposal of investment properties
60,913
2,147
Proceeds from disposal of property, plant and equipment
28,199
23,486
Proceeds from deposits
660
-
Net cash used in investing activities
(114,034)
(267,601)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
25
-
115,005
Proceeds from borrowings
42
120,532
287,486
Repayment of borrowings
42
(66,138)
(86,302)
Payment of lease liabilities
42
(6,129)
(8,264)
Payment for contingent and deferred consideration (long term)
42
(10,021)
(1,901)
Share buy-back
25
(1,821)
(4,166)
Share issue transaction costs
25
-
(792)
Dividends paid
29
(19,657)
(19,112)
Net cash from financing activities
16,766
281,954
Net increase in cash and cash equivalents
16,115
16,917
Cash and cash equivalents at the beginning of the financial year
69,369
52,452
Cash and cash equivalents at the end of the financial year
9
85,484
69,369
82
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
82
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 21 August 2024. The
directors have the power to amend and reissue the financial statements.
NOTE 2. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the consolidated entity are set out either in the respective notes or below. The
accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.
This annual financial report presents reclassified comparative information where required for consistency with the current
year's presentation.
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.
83
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
83
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 37.
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 2024. 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 (2023: 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.
84
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
84
Investment properties
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 31. Any change in these
inputs may impact the fair value of the investment properties.
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.
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 38 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.
85
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
85
NOTE 4. OPERATING SEGMENTS
Identification of reportable operating segments
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
Building Products
3. Civil, Construction and Hire
Civil Construction: civil infrastructure construction, roads, dams, renewables 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
Machinery Sales
4. Manufacturing
Manufacturing, sales and distribution of underground construction and mining
equipment and parts
5. Construction Materials
Quarries: supply of quarry materials to construction projects
Crushing and Screening: mobile crushing and screening for quarries, civil works and
mining
Geotechnical services
Asphalt services
Quarry excavation services
Other
This includes head office.
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.
The CODM reviews Underlying Revenue, Underlying EBITDA and Underlying EBIT. Underlying Revenue excludes the revenue
attributable to NCI. Underlying EBITDA and Underlying EBIT exclude the EBITDA and EBIT attributable to NCI while also the
effects of significant items of income and expenditure which may have an impact on the quality of earnings, such as the
gain/loss on remeasurement of contingent and deferred consideration from AASB 3 Business Combinations, transaction
costs relating to business combinations and non-recurring expenses.
The information reported to the CODM is on a monthly basis.
86
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 4. OPERATING SEGMENTS (CONTINUED)
86
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 and liabilities
Segment assets and liabilities are measured in the same way as in the financial statements. Segment assets are allocated
based on the operations of the segment and the physical location of the asset. Segment liabilities are allocated based on the
operations of the segment.
Major customers
For the years ended 30 June 2024 and 30 June 2023, there was no customer who contributed more than 10% to the
consolidated entity's revenue.
87
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 4. OPERATING SEGMENTS (CONTINUED)
87
CONSOLIDATED
30 JUNE 2024
Residential
Real Estate
Commercial
Real Estate
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
REVENUE
Sales to external customers
83,906
109,470
303,520
24,752
373,415
-
-
895,063
Intersegment sales
-
11,753
36,152
-
12,500
-
(60,405)
-
Total sales revenue
83,906
121,223
339,672
24,752
385,915
-
(60,405)
895,063
Other revenue
822
10,427
1,011
544
15
640
-
13,459
Total revenue
84,728
131,650
340,683
25,296
385,930
640
(60,405)
908,522
NCI(2) revenue
-
-
-
-
(26,633)
-
-
(26,633)
Underlying revenue(1)
84,728
131,650
340,683
25,296
359,297
640
(60,405)
881,889
UNDERLYING EBITDA(1)
28,764
37,681
75,031
3,536
80,220
(13,146)
(4,823)
207,263
Depreciation and amortisation
(15)
(968)
(20,394)
(2,301)
(28,719)
(1,127)
-
(53,524)
NCI(2) depreciation &
amortisation
-
-
-
-
381
-
-
381
Underlying EBIT(1)
28,749
36,713
54,637
1,235
51,882
(14,273)
(4,823)
154,120
Interest revenue
-
3
236
4
36
669
-
948
Finance costs
(79)
(577)
(4,847)
(356)
(5,595)
(23,440)
-
(34,894)
Business combinations:
- transaction costs
-
-
-
-
-
(1,667)
-
(1,667)
- share-based payments
-
-
-
-
-
(1,839)
-
(1,839)
Loss on remeasurement of
contingent and deferred
consideration
-
-
(238)
-
-
(6,339)
-
(6,577)
NCI(2) EBITDA
-
-
-
-
4,252
-
-
4,252
NCI(2) depreciation &
amortisation
-
-
-
-
(381)
-
-
(381)
Other non-recurring expenses
-
-
-
-
-
(2,571)
-
(2,571)
Profit/(loss) before income
tax expense
28,670
36,139
49,788
883
50,194 (49,460)
(4,823)
111,391
Income tax expense
(35,789)
Profit after income tax
expense
75,602
ASSETS
Segment assets
229,651
339,033
311,098
59,923
641,086
15,213
(6,589)
1,589,415
Total assets includes:
Investments in associates
8,515
-
-
-
-
-
-
8,515
Acquisition of non-current
assets
24,046
61,587
21,854
2,297
150,499
1,058
(254)
261,087
LIABILITIES
Segment liabilities
27,648
60,916
133,347
13,069
226,231
445,191
(672)
905,730
(1)
Underlying Revenue excludes the revenue attributable to NCI. Underlying EBITDA and Underlying EBIT excludes the EBITDA and EBIT attributable to NCI while
also the effects of significant items of income and expenditure which may have an impact on the quality of earnings, such as the gain/loss on remeasurement of
contingent and deferred consideration from AASB 3 Business Combinations, transaction costs relating to business combinations and non-recurring expenses.
(2)
NCI - Non-Controlling Interest
88
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 4. OPERATING SEGMENTS (CONTINUED)
88
CONSOLIDATED
30 JUNE 2023
Residential
Real Estate
Commercial
Real Estate
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
REVENUE
Sales to external customers
89,025
115,393
334,358
29,933
220,609
-
-
789,318
Intersegment sales
-
15,574
35,342
-
6,901
-
(57,817)
-
Total sales revenue
89,025
130,967
369,700
29,933
227,510
-
(57,817)
789,318
Other revenue
642
7,220
1,214
637
446
159
-
10,318
Total revenue
89,667
138,187
370,914
30,570
227,956
159
(57,817)
799,636
NCI(2) revenue
-
-
-
-
(4,324)
-
-
(4,324)
Underlying revenue(1)
89,667
138,187
370,914 30,570
223,632
159
(57,817)
795,312
UNDERLYING EBITDA(1)
12,832
41,713
68,723
4,102
51,994
(15,632)
(598)
163,134
Depreciation and
amortisation
(14)
(798)
(21,542)
(639)
(19,314)
(953)
-
(43,260)
NCI(2) depreciation and
amortisation
-
-
-
-
92
-
-
92
Underlying EBIT(1)
12,818
40,915
47,181
3,463
33,520
(17,333)
(598)
119,966
Interest revenue
14
11
45
14
6
431
-
521
Finance costs
(770)
(310)
(2,767)
(360)
(2,283)
(15,359)
-
(21,849)
Business combinations:
- transaction costs
-
-
(6)
-
-
(3,311)
-
(3,317)
- share-based payments
-
-
-
-
-
(955)
-
(955)
Gain on remeasurement of
contingent consideration
-
-
-
-
-
698
-
698
NCI(2) EBITDA
-
-
-
-
748
-
-
748
NCI(2) depreciation and
amortisation
-
-
-
-
(92)
-
-
(92)
Other non-recurring expenses
-
-
-
-
-
(1,377)
-
(1,377)
Profit/(loss) before income
tax expense
12,062
40,616
44,453
3,117
31899
(37,206)
(598)
94,343
Income tax expense
(28,440)
Profit after income tax
expense
65,903
ASSETS
Segment assets
212,298
315,688
357,310
57,388
473,288
21,812
(5,687) 1,432,097
Total assets includes:
Investments in associates
8,750
-
-
-
-
-
-
8,750
Acquisition of non-current
assets
34,751
59,637
76,481
1,076
225,748
-
(1,154)
396,539
LIABILITIES
Segment liabilities
32,521
57,450
167,907
11,613
164,316
369,202
(204)
802,805
(1)
Underlying Revenue excludes the revenue attributable to NCI. Underlying EBITDA and Underlying EBIT excludes the EBITDA and EBIT attributable to NCI
while also the effects of significant items of income and expenditure which may have an impact on the quality of earnings, such as the gain/loss on
remeasurement of contingent and deferred consideration from AASB 3 Business Combinations, transaction costs relating to business combinations and
non-recurring expenses.
(2)
NCI - Non-Controlling Interest
89
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 4. OPERATING SEGMENTS (CONTINUED)
89
Geographical information
For the financial year ended 30 June 2024, revenue from external customers attributed to foreign countries amounted to
$20.607m (FY23 $27.759m). 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
$1,118.678m (FY23 $1,054.412m) and non-current assets located in foreign countries (Vietnam and Indonesia) amounted to
$7.780m (FY23 $9.062m). No non-current assets in an individual foreign country are material.
NOTE 5. REVENUE
Consolidated
2024
2023
$'000
$'000
Revenue from contracts with customers
Asphalt services (i)
105,532
9,531
Construction - civil infrastructure (i)
164,179
142,857
Construction - residential (i)
35,860
52,069
Construction - commercial (i)
88,934
92,230
Electrical service (i)
54,209
71,911
Sale of goods - plant, equipment, parts, building materials, road-base and concrete (ii)
309,902
300,091
Land development and resale (ii)
48,819
36,986
Geotechnical services (ii)
25,896
23,227
Quarry excavation services (i)
12,717
-
846,048
728,902
Other revenue
Equipment and machinery hire
49,015
60,416
Rent
7,326
5,664
Other revenue
6,133
4,654
62,474
70,734
Revenue
908,522
799,636
(i) Revenue recognised over time
(ii) Revenue recognised at a point in time
90
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 5. REVENUE (CONTINUED)
90
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.
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
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
2024
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Asphalt services
-
-
-
-
105,532
-
-
105,532
Construction - civil
infrastructure
-
-
183,857
-
-
-
(19,678)
164,179
Construction - residential
35,860
-
-
-
-
-
-
35,860
Construction - commercial
-
92,136
-
-
-
-
(3,202)
88,934
Electrical service
-
-
59,291
-
-
-
(5,082)
54,209
Sale of goods - plant,
equipment, parts, building
materials, road-base and
concrete
-
28,314
46,043
21,913
237,354
-
(23,722)
309,902
Land development and resale
48,046
773
-
-
-
-
-
48,819
Geotechnical services
-
-
-
-
28,277
-
(2,381)
25,896
Quarry excavation services
-
-
-
-
12,717
-
-
12,717
Revenue from contracts with
customers
83,906
121,223
289,191
21,913
383,880
-
(54,065)
846,048
Equipment and machinery
hire
-
-
50,481
2,839
2,035
-
(6,340)
49,015
Total sales revenue per
segment
83,906
121,223
339,672
24,752
385,915
-
(60,405)
895,063
Residential
Real Estate
Commercial
Real Estate
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
2024
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Other revenue
822
10,427
51,492
3,383
2,050
640
(6,340)
62,474
Equipment and machinery
hire disclosed in sales revenue
per segment
-
-
(50,481)
(2,839)
(2,035)
-
6,340
(49,015)
Total other revenue per
segment
822
10,427
1,011
544
15
640
-
13,459
Revenue
84,728
131,650
340,683
25,296
385,930
640
(60,405)
908,522
91
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 5. REVENUE (CONTINUED)
91
Residential
Real Estate
Commercial
Real Estate
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
2023
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Asphalt services
-
-
-
-
9,531
-
-
9,531
Construction - civil
infrastructure
-
-
170,242
-
-
-
(27,385)
142,857
Construction - residential
52,069
-
-
-
-
-
-
52,069
Construction - commercial
-
99,501
-
-
-
-
(7,271)
92,230
Electrical service
-
-
85,969
-
-
-
(14,058)
71,911
Sale of goods - plant,
equipment, parts, building
materials, road-base and
concrete
-
31,436
55,600
29,933
188,804
-
(5,682)
300,091
Land development and resale
36,956
30
-
-
-
-
-
36,986
Geotechnical services
-
-
-
-
24,446
-
(1,219)
23,227
Revenue from contracts with
customers
89,025
130,967
311,811
29,933
222,781
-
(55,615)
728,902
Equipment and machinery
hire
-
-
57,889
-
4,729
-
(2,202)
60,416
Total sales revenue per
segment
89,025
130,967
369,700
29,933
227,510
-
(57,817)
789,318
Residential
Real Estate
Commercial
Real Estate
Civil,
Construction
and Hire
Manufa-
cturing
Construction
Materials
Other
Eliminations
and
adjustments
Total
2023
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Other revenue
642
7,220
59,103
637
5,175
159
(2,202)
70,734
Equipment and machinery
hire disclosed in sales revenue
per segment
-
-
(57,889)
-
(4,729)
-
2,202
(60,416)
Total other revenue per
segment
642
7,220
1,214
637
446
159
-
10,318
Revenue
89,667
138,187
370,914
30,570
227,956
159
(57,817)
799,636
ACCOUNTING POLICY FOR REVENUE RECOGNITION
Asphalt services
Revenue earned from asphalt and spray seal services are recognised progressively over the period of time that the
performance obligation is satisfied and the customer obtains control of the goods being provided in the contract, with
the consolidated entity having a right to payment for performance to date. The consolidated entity predominantly uses the
output method, based on volumes delivered, to determine the amount of revenue to recognise in a given period.
92
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 5. REVENUE (CONTINUED)
92
Construction - civil infrastructure
The consolidated entity derives revenue from the construction of civil infrastructure projects, including roads, railways,
tunnels, water, energy and resources facilities 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.
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.
Revenue is recognised over time, typically based on an input method using an estimate of costs incurred to date as a
percentage of total estimated costs. Differences between amounts recognised as revenue and amounts billed to customers
are recognised as contract assets or liabilities in the Statement of Financial Position. The measurement of revenue is an area
of accounting judgement. Management uses judgement to estimate:
● Progress in satisfying the performance obligations within the contract, which includes estimating contract costs
expected to be incurred to satisfy performance obligations
● The probability of the amount to be recognised as variable consideration for approved variations and claims where the
final price has not been agreed with the customer.
Revenue is invoiced based on the terms of each individual contract, which may include a periodic billing schedule or
achievement of specific milestones. Invoices are issued under commercial payment terms which are typically 30 days from
when an invoice is issued.
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.
A provision for loss making contracts is recorded for the difference between the expected costs of fulfilling a contract and
the expected remaining economic benefits to be received where the forecast remaining costs exceed the forecast remaining
benefits.
Construction - residential & commercial
The consolidated entity derives revenue from the construction of residential houses and commercial developments in the
NSW and ACT areas. 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.
93
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 5. REVENUE (CONTINUED)
93
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.
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 and concrete
The consolidated entity sells plant, equipment, parts, building materials, road-base and concrete. 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.
For manufacturing revenue, the consolidated entity recognises a contract asset over the period in which the performance
obligation is fulfilled and recognises contract liabilities that 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
revenue is included in Sale of goods - plant, equipment, parts, building materials, road-base and concrete revenue stream.
Land development and resale
The consolidated entity develops and sells residential properties in NSW and QLD. 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.
94
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 5. REVENUE (CONTINUED)
94
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.
Quarry excavation services
The consolidated entity provides excavation services to the quarry and mining industries. 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 consolidated entity’s performance. Contracts typically include a schedule of rates and revenue
is recognised on the measured output with reference to the services performed to date.
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.
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.
95
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
95
NOTE 6. OTHER INCOME
Consolidated
2024
2023
$'000
$'000
Net gain on disposal of property, plant and equipment
8,035
4,131
Net gain on disposal of investment property and investment properties held for sale
356
1,742
Insurance recoveries
150
333
Net reimbursement of expenses
161
534
(Loss)/gain on remeasurement of contingent and deferred consideration (notes 23 and 24)
per AASB 3 business combinations
(6,577)
698
Other income
2,125
7,438
Net fair value gain on investment properties
Consolidated
2024
2023
$'000
$'000
Fair value gain - commercial real estate assets
22,376
27,678
Fair value gain - residential real estate assets
9,422
4,168
31,798
31,846
Third-party share of net profit arising from sale of property
-
(1,352)
Net fair value gain
31,798
30,494
NOTE 7. EXPENSES
Consolidated
2024
2023
$'000
$'000
Profit before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on borrowings
25,851
17,007
Interest and finance charges paid/payable on lease liabilities and chattel mortgages
9,043
4,842
Finance costs expensed
34,894
21,849
Superannuation expense
Defined contribution superannuation expense
15,660
11,524
Share-based payments expense
Share-based payments expense - employee benefits
2,729
955
96
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
96
NOTE 8. INCOME TAX
Consolidated
2024
2023
$'000
$'000
Income tax expense
Current tax
31,197
20,715
Deferred tax - origination and reversal of temporary differences
4,293
7,032
Adjustment recognised for prior periods
-
190
Difference in overseas tax rates
299
503
Aggregate income tax expense
35,789
28,440
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
111,391
94,343
Tax at the statutory tax rate of 30%
33,417
28,303
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-assessable income
(571)
(1,083)
Other non-deductible expenses
2,644
527
35,490
27,747
Adjustment recognised for prior periods
-
190
Difference in overseas tax rates
299
503
Income tax expense
35,789
28,440
Consolidated
2024
2023
$'000
$'000
Amounts charged/(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
-
(2,452)
97
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 8. INCOME TAX (CONTINUED)
97
Consolidated
2024
2023
$'000
$'000
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Carried forward losses acquired through business combinations
-
3,251
Property, plant and equipment
14,867
12,556
Employee benefits
3,788
3,340
Provisions
2,244
1,782
Customer contracts/relationships
1,095
536
Transaction/issuance costs
585
918
Other
5,582
4,625
Total deferred tax assets
28,161
27,008
Set-off of deferred tax assets pursuant to set-off provisions
(28,161)
(27,008)
Deferred tax asset
-
-
Consolidated
2024
2023
$'000
$'000
Deferred tax liability
The net deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
86,009
68,111
Customer contracts/relationships
2,273
4,086
Other
2,539
4,444
Total deferred tax liabilities
90,821
76,641
Set-off of deferred tax liabilities pursuant to set-off provisions
(28,161)
(27,008)
Deferred tax liability
62,660
49,633
Movements:
Opening balance
49,633
36,524
Charged to profit or loss
4,293
7,032
Charged/(credited) to equity
-
(2,452)
Additions through business combinations (note 38)
3,296
8,529
Transfer from current tax liability
5,438
-
Closing balance
62,660
49,633
98
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 8. INCOME TAX (CONTINUED)
98
Consolidated
2024
2023
$'000
$'000
Provision for income tax
Provision for income tax
22,111
8,602
Accounting policy for income tax
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.
NOTE 9. CASH AND CASH EQUIVALENTS
Consolidated
2024
2023
$'000
$'000
Current assets
Cash at bank
85,484
69,369
85,484
69,369
99
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
99
NOTE 10. TRADE AND OTHER RECEIVABLES
Consolidated
2024
2023
$'000
$'000
Current assets
Financial assets at amortised cost:
Trade receivables
103,284
119,429
Less: Allowance for expected credit losses
(1,248)
(887)
102,036
118,542
Other receivables
9,055
9,687
111,091
128,229
Movements in the allowance for expected credit losses are as follows:
Consolidated
2024
2023
$'000
$'000
Opening balance
887
-
Additional provisions recognised
905
2,693
Receivables written off during the year as uncollectable
(544)
(1,806)
Closing balance
1,248
887
(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.
(b) Impairment and risk exposure
Note 30 sets out information of financial assets and exposure to credit risk.
Refer note 30 for the consolidated entity's exposure to foreign currency risk.
NOTE 11. CONTRACT ASSETS
Consolidated
2024
2023
$'000
$'000
Current assets
Contract assets
27,502
31,552
The balance of contract assets for the group is less than the prior year due to current project progress in the Civil Construction
& Hire and Residential Real Estate segments.
100
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
100
NOTE 12. INVENTORIES
Consolidated
2024
2023
$'000
$'000
Current assets
Raw materials - at cost
17,839
11,913
Finished goods - at cost
40,415
33,155
Land held for development and resale
20,249
21,646
Machines held for resale - at cost
48,325
40,116
126,828
106,830
Non-current assets
Land held for development and resale
142,190
145,245
Total inventories
269,018
252,075
Amounts recognised in profit or loss
Consolidated
2024
2023
$'000
$'000
Inventories recognised as an expense during the year
349,753
318,991
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.
- 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.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses.
101
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
101
NOTE 13. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
Consolidated
2024
2023
$'000
$'000
Current assets
Investment properties - at fair value
22,111
2,000
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening balance
2,000
-
Transfers from investment properties (note 16)
22,111
2,000
Properties sold
(2,000)
-
Closing balance
22,111
2,000
The investment properties held for sale at 30 June 2024 consisted of a commercial property with a fair value of $17.000m
situated in Dubbo, NSW and a commercial property with a fair value of $5.111m also situated in Dubbo, NSW. Both assets are
presented within total assets of the Commercial Real Estate segment in note 4.
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.
NOTE 14. OTHER ASSETS
Consolidated
2024
2023
$'000
$'000
Current assets
Prepaid expenses
9,301
5,856
Deposits
3,776
3,925
Other current assets
499
1,250
13,576
11,031
102
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
102
NOTE 15. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Consolidated
2024
2023
$'000
$'000
Non-current assets
Investment in associate
8,515
8,750
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
8,750
8,761
Loss after income tax
(235)
(11)
Closing carrying amount
8,515
8,750
Interests in associates
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 Badgerys 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:
Ownership interest
Name
Principal place of business / Country of incorporation
2024
2023
%
%
1990 Elizabeth Property Unit Trust
Australia
45.71%
45.71%
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.
103
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 15. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)
103
2024
2023
$'000
$'000
Summarised statement of financial position
Current assets
332
631
Non-current assets
19,001
19,000
Total assets
19,333
19,631
Current liabilities
705
489
Total liabilities
705
489
Net assets
18,628
19,142
Summarised statement of profit or loss and other comprehensive income
Revenue
284
793
Net fair value gain on investment property
-
998
Expenses
(798)
(1,814)
Loss before income tax
(514)
(23)
Income tax expense
-
-
Loss after income tax from continuing operations
(514)
(23)
Profit after income tax from discontinued operations
-
-
Other comprehensive income
-
-
Total comprehensive income
(514)
(23)
Reconciliation of the consolidated entity's carrying amount
Consolidated entity's share of net assets (45.71%)
8,515
8,750
Closing carrying amount
8,515
8,750
104
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
104
NOTE 16. INVESTMENT PROPERTIES
Consolidated
2024
2023
$'000
$'000
Non-current assets
Investment properties - at fair value
249,036
226,348
Investment properties under construction - at cost
-
413
249,036
226,761
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
226,761
124,600
Additions
70,271
65,428
Disposals
(58,557)
(405)
Transfer to non-current assets held for sale (note 13)
(22,111)
(2,000)
Fair value gain - commercial real estate assets
22,376
27,678
Fair value gain - residential real estate assets
9,422
4,168
Transfer from inventory
531
6,576
Transfer from property, plant and equipment (note 17)
343
716
Balance at 30 June
249,036
226,761
Amounts recognised in profit or loss for investment properties
Consolidated
2024
2023
$'000
$'000
Rental income
7,271
5,554
Direct operating expenses from property that generated rental income
(2,637)
(1,477)
Direct operating expenses from property that did not generate rental income
(1,428)
(884)
Significant estimate - Valuations of investment properties
Refer to note 31 for further information on fair value measurement.
Leasing arrangements
The investment properties are leased to tenants under operating leases with rentals payable monthly. Lease payments for
some contracts include CPI increases, but there are no other variable lease payments that depend on an index or rate. 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.
105
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 16. INVESTMENT PROPERTIES (CONTINUED)
105
Minimum lease payments receivable on leases of investment properties are as follows:
Consolidated
2024
2023
$'000
$'000
Within 1 year
4,299
6,601
Between 1 and 2 years
3,799
5,910
Between 2 and 3 years
3,263
5,392
Between 3 and 4 years
2,920
5,126
Between 4 and 5 years
1,840
4,877
Later than 5 years
4,455
3,055
20,576
30,961
Accounting policy for investment properties
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.
Transfers to and from investment properties to inventories are determined by a change in use evidenced by internal and
external factors. 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
Consolidated
2024
2023
$'000
$'000
Non-current assets
Quarry land - at cost
139,045
104,705
Less: Accumulated amortisation
(4,524)
(2,153)
134,521
102,552
Land and buildings - at cost
106,029
93,220
Less: Accumulated depreciation
(10,959)
(6,809)
95,070
86,411
Hire machinery and equipment - at cost
145,131
130,362
Less: Accumulated depreciation
(38,381)
(28,448)
106,750
101,914
Plant and equipment - at cost
208,377
198,585
Less: Accumulated depreciation
(22,102)
(39,440)
186,275
159,145
Motor vehicles - at cost
108,489
71,271
Less: Accumulated depreciation
(20,646)
(10,695)
87,843
60,576
Assets under construction - at cost
11,372
13,588
621,831
524,186
106
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
106
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Quarry land
Land and
buildings
Hire
equipment
and
machinery
Plant and
equipment
Motor
vehicles
Assets under
construction
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
42,681
34,925
97,307
110,647
16,820
20,845
323,225
Additions
603
5,116
23,627
10,017
31,808
16,692
87,863
Additions through
business combinations
(note 38)
63,555
32,724
-
53,636
19,663
2,758
172,336
Disposals
-
(285)
(12,155)
(4,715)
(1,377)
(823)
(19,355)
Transfers from/(to)
inventory
-
-
(2,724)
(7)
11
(825)
(3,545)
Exchange differences
-
126
-
(3)
-
-
123
Transfer to investment
property (note 16)
-
(716)
-
-
-
-
(716)
Transfers in/(out)
(3,000)
19,551
4,874
3,634
-
(25,059)
-
Depreciation expense
(1,287)
(5,030)
(9,015)
(14,064)
(6,349)
-
(35,745)
Balance at 30 June
2023
102,552
86,411
101,914
159,145
60,576
13,588
524,186
Additions
173
958
6,350
17,080
15,444
17,616
57,621
Additions through
business combinations
(note 38)
31,867
15,196
7,370
33,403
20,304
-
108,140
Disposals
-
(4,908)
(3,108)
(10,280)
(1,593)
(275)
(20,164)
Transfers from/(to)
inventory
-
(112)
(1,503)
(106)
-
106
(1,615)
Exchange differences
-
(678)
-
(42)
-
-
(720)
Transfer to investment
property (note 16)
-
-
-
(343)
-
-
(343)
Transfers in/(out)
1,996
6,010
6,352
4,353
952
(19,663)
-
Depreciation expense
(2,067)
(7,807)
(10,625)
(16,935)
(7,840)
-
(45,274)
Balance at 30 June
2024
134,521
95,070
106,750
186,275
87,843
11,372
621,831
107
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
107
Right-of-use assets and assets secured by finance leases included in property, plant & equipment are summarised below:
Right-of-use assets:
Land and
buildings
Hire equipment
and machinery
Plant and
equipment
Motor vehicles
Total
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
13,743
34,854
5,015
4,289
57,901
Additions
2,492
-
-
-
2,492
Additions through business
combinations
19,386
-
-
-
19,386
Disposals
(109)
(2,219)
(432)
(553)
(3,313)
Depreciation expense
(3,515)
(3,333)
(194)
(428)
(7,470)
Balance at 30 June 2023
31,997
29,302
4,389
3,308
68,996
Additions
1,753
-
-
16
1,769
Additions through business
combinations
7,828
-
-
-
7,828
Transfers from leases to chattel
mortgages
-
(24,205)
(130)
(1,566)
(25,901)
Disposals
(2,943)
(1,892)
(2,615)
(265)
(7,715)
Transfers out
-
-
-
(86)
(86)
Depreciation expense
(4,527)
(871)
(134)
(331)
(5,863)
Balance at 30 June 2024
34,108
2,334
1,510
1,076
39,028
Accounting policy for property, plant and equipment
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.
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.
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
6-65 years
Buildings
2-10 years
Leasehold improvements
20-25 years
Hire equipment and machinery
3-10 years
Plant and equipment
3-10 years
Motor vehicles
4-8 years
108
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
108
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.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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.
Accounting policy for right-of-use assets
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.
NOTE 18. INTANGIBLES
Consolidated
2024
2023
$'000
$'000
Non-current assets
Goodwill - at cost
114,844
107,271
Brand names - at cost
47,832
45,092
Customer contracts/relationships - at cost
22,450
22,450
Less: Accumulated amortisation
(14,874)
(9,431)
7,576
13,019
Extraction rights - at cost
16,898
16,898
Less: Accumulated amortisation
(8,220)
(5,695)
8,678
11,203
Other intangibles - at cost
2,831
1,787
Less: Accumulated amortisation
(510)
(228)
2,321
1,559
181,251
178,144
109
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 18. INTANGIBLES (CONTINUED)
109
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Goodwill
Brand
names
Customer
contracts/
relationship
s
Extraction
rights
Other
intangibles
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
86,002
30,572
9,092
11,270
224
137,160
Additions
-
-
-
111
-
111
Additions through business
combinations
21,269
14,520
8,220
3,000
-
47,009
Transfers in
-
-
-
-
1,379
1,379
Amortisation expense
-
-
(4,293)
(3,178)
(44)
(7,515)
Balance at 30 June 2023
107,271
45,092
13,019
11,203
1,559
178,144
Additions
-
-
-
-
1,044
1,044
Additions through business
combinations (note 38)
7,573
2,740
-
-
-
10,313
Amortisation expense
-
-
(5,443)
(2,525)
(282)
(8,250)
Balance at 30 June 2024
114,844
47,832
7,576
8,678
2,321
181,251
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:
2024
Goodwill
Indefinite-lived intangible
assets
Total
$'000
$'000
$'000
Construction Materials
10,834
10,300
21,134
Electrical
15,322
8,040
23,362
Homes Constructions
7,010
2,230
9,240
Commercial Constructions
25,243
6,500
31,743
Commercial Developments
1,954
-
1,954
Manufacturing
8,399
2,492
10,891
Civil & Plant Hire
25,336
1,600
26,936
Building Materials
1,280
2,150
3,430
Asphalt Services
19,466
14,520
33,986
Total goodwill and indefinite
lived intangible assets
114,844
47,832
162,676
110
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 18. INTANGIBLES (CONTINUED)
110
2023
Goodwill
Indefinite-lived
intangible assets
Total
$'000
$'000
$'000
Construction Materials
3,261
7,560
10,821
Electrical
15,322
8,040
23,362
Homes Constructions
7,010
2,230
9,240
Commercial Constructions
25,243
6,500
31,743
Commercial Developments
1,954
-
1,954
Manufacturing
8,399
2,492
10,891
Civil & Plant Hire
25,336
1,600
26,936
Building Materials
1,280
2,150
3,430
Asphalt Services
19,466
14,520
33,986
Total goodwill and indefinite lived intangible
assets
107,271
45,092
152,363
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 recent
acquisitions of Economix and Melbourne East quarries are reported within the Construction Materials segment and CGU. The
Civil and Plant Hire, Electrical, Asphalt Services, Homes Constructions, Commercial Constructions, Commercial
Developments, Manufacturing and Building Materials CGUs remain unchanged from the comparative period and represent
their respective operating segments.
The following table sets out the key assumptions for the value in use:
Terminal growth rate (a)
Pre-tax discount rate (b)
2024
2023
2024
2023
%
%
%
%
Construction Materials
3%
3%
15.6%
15.0%
Electrical
3%
3%
15.8%
15.0%
Homes Constructions
3%
3%
16.6%
16.1%
Commercial Constructions
3%
3%
15.7%
15.7%
Commercial Developments
3%
3%
15.4%
15.7%
Manufacturing
3%
3%
19.3%
18.0%
Civil & Plant Hire
3%
3%
15.2%
14.6%
Building Materials
3%
3%
16.2%
15.7%
Asphalt Services
3%
3%
17.9%
15.0%
(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.
111
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 18. INTANGIBLES (CONTINUED)
111
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.
Brand names
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.
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
Goodwill
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
Consolidated
2024
2023
$'000
$'000
Current liabilities
Financial liabilities at amortised cost:
Trade payables
66,976
79,593
GST payable
7,998
5,084
Other payables
34,272
35,154
109,246
119,831
Refer to note 30 for further information on financial instruments.
112
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 19. TRADE AND OTHER PAYABLES (CONTINUED)
112
Accounting policy for trade and other payables
Trade payables are generally due for settlement within 30 days.
NOTE 20. CONTRACT LIABILITIES
Consolidated
2024
2023
$'000
$'000
Current liabilities
Contract liabilities
9,431
9,444
Lease income in advance
4,729
5,099
14,160
14,543
Under the terms of contract the consolidated entity is sometimes required to provide performance guarantees (refer note
32).
The balance of contract liabilities for the group is consistent with the June 2023 balance. A small increase in contract liabilities
in the Civil Construction and Hire segment due to initial progress on a new renewable energy project has been offset by a
decrease in contract liabilities in Residential Real Estate due to the number of jobs in progress at 30 June 2024 compared to
the same time last year.
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 $14.160m as at 30 June 2024 ($14.453m as at 30 June 2023) and is expected to be recognised as
revenue in future periods as follows:
Consolidated
2024
2023
$'000
$'000
Within 6 months
14,160
14,543
113
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
113
NOTE 21. BORROWINGS AND LEASE LIABILITIES
Consolidated
2024
2023
$'000
$'000
Current liabilities
Secured:
Bank loans (a)
34,083
3,653
Vendor financing (b)
4,488
670
Chattel mortgages (a)
31,140
27,946
Lease liabilities - plant & equipment and motor vehicles (a) (c)
872
16,750
Lease liabilities - land and buildings (c)
4,362
3,046
74,945
52,065
Non-current liabilities
Secured:
Bank loans (a)
364,520
344,048
Bank loan - Projects (a)
8,000
8,000
Vendor financing (b)
21,355
7,221
Chattel mortgages (a)
121,973
101,183
Lease liabilities - plant & equipment and motor vehicles (a) (c)
3,268
2,438
Lease liabilities - land and buildings (c)
32,019
30,251
551,135
493,141
Total borrowings and lease liabilities
626,080
545,206
Refer to note 30 for further information on financial instruments.
(a) Bank loans and multi-option facility
The company’s banking facility limits at 30 June 2024 were $600.000m, and no changes to banking facility limits have been
made during the year. $165.000m of the $600.000m facility relates to a hire purchase facility (refer note 21) 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 2024 amounted to $40.594m(refer note 32).
The term loan has a 3-year term and is non-amortising. The multi-option facility also has a 3-year term with 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 $2.700m and unamortised transaction costs of
$0.479m have been offset against the bank loans at 30 June 2024.
Included in bank loans are two facilities with a combined limit of 160 billion VND in Vietnam which are secured by land use
rights and related assets. The facilities can be denominated in the currencies of VND or USD and attract interest rates of 5%
for VND and 4% for USD. The loans are denominated in VND.
On 30 July 2024, the Group completed a debt syndication refinance with six banks (three domestic, three international)
committing $730.000m of funding. In addition to the new syndicated facility, the Group retains its legacy asset finance
facilities with the Commonwealth Bank of Australia and Westpac Banking Corporation with the balance to be fully amortised
under existing contractual terms and no amounts to be further drawn.
114
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
114
The syndication refinance provides a platform for future growth and capital investment. The new syndicated facility continues
the existing structure (with increased limits) of a Cash Advance Facility ($425.000m), an Asset Finance Facility ($80.000m), a
Multi Option Facility ($75.000m) however also incorporates a new Property Development Funding Facility ($150.000m). The
syndicated facilities expire in January 2028 and contain revised covenants of less than 4.0 times net leverage ratio (previously
less than 3.5 times), a debt service cover ratio of greater than 1.5 times increasing to greater than 1.75 times from and including
30 June 2026 (consistent with prior facility) and a total tangible asset ratio of greater than 1.1 times over total facilities (new
covenant).
(b) Vendor Financing
Loans relate to land held for resale and development and loans related to business combinations and are secured against
the respective acquired land. Vendor financing loans comprise the following:
Consolidated
2024
2023
$'000
$'000
Arcadia (i)
4,300
4,891
Ellida (ii)
-
3,000
Melbourne East Quarries (iii)
21,543
-
25,843
7,891
(i) 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.
(ii) 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
was paid on or before 24 months after the settlement date, being the later of 24 months after the settlement date or 10
business days after receiving notice that a Development Application had been approved (26 June 2024).
(iii) Melbourne East Quarries - interest free loan with a present value of $21.543m and face value of $28.818m. First instalment
of $3.818m paid on the 1st anniversary of the settlement date (06/02/2025), followed by nine equal instalments of $2.778m
paid annually on the anniversary date with the final payment due 6 February 2034. The facility is secured by mortgage
over the land assets acquired in the business combination. Refer to note 38 for further information.
(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.
115
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
115
Refer to note 17 for right-of-use assets disclosures relating to the land and buildings.
Surety bond facility
In June 2024 the company established a surety bond facility with a total limit of $60.000m. The total value of surety bonds on
issue at 30 June 2024 was $2.754m. Total transaction costs were $0.053m and unamortised transaction costs of $0.051m
remained at 30 June 2024.
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 2024 and 2023
reporting periods.
Financing arrangements
The consolidated entity had access to the following undrawn borrowing facilities at the end of the reporting period:
Consolidated
2024
2023
$'000
$'000
Total facilities
Bank loans*
382,493
380,490
Multi-option facility (including contract performance guarantees)**
70,000
70,000
Vendor financing
25,843
7,891
Equipment finance facility
165,000
166,338
643,336
624,719
Used at the reporting date
Bank loans*
378,583
356,353
Multi-option facility (including contract performance guarantees)**
68,733
38,545
Vendor financing
25,843
7,891
Equipment finance facility
150,312
148,317
623,471
551,106
Unused at the reporting date
Bank loans*
3,910
24,137
Multi-option facility (including contract performance guarantees)**
1,267
31,455
Vendor financing
-
-
Equipment finance facility
14,688
18,021
19,865
73,613
*
The used bank loan facility excludes borrowing costs capitalised.
** The used multi-option facility includes performance guarantees of $40.233m (2023: $38.545m) - refer note 32.
116
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 21. BORROWINGS AND LEASE LIABILITIES (CONTINUED)
116
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.
NOTE 22. EMPLOYEE BENEFITS
Consolidated
2024
2023
$'000
$'000
Current liabilities
Annual leave
9,003
7,746
Long service leave
3,240
2,259
12,243
10,005
Non-current liabilities
Long service leave
269
1,041
12,512
11,046
NOTE 23. PROVISIONS
Consolidated
2024
2023
$'000
$'000
Current liabilities
Rehabilitation
168
168
Contingent consideration
18,051
10,336
Other provisions
2,737
2,532
20,956
13,036
Non-current liabilities
Rehabilitation
5,494
3,816
Contingent consideration
24,911
37,092
30,405
40,908
51,361
53,944
117
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 23. PROVISIONS (CONTINUED)
117
Rehabilitation
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.
Contingent consideration
The contingent consideration at 30 June 2024 relates to the outstanding variable consideration for the acquisitions
completed in the past three financial years. The contingent consideration at 30 June 2023 relates to Schwarz, Dandy & Austek
and includes the balance outstanding from the 2022 and 2021 financial years.
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Contingent
consideration
Rehabilitation
Other
provisions
Total
Consolidated - 30 June 2024
$'000
$'000
$'000
$'000
Carrying amount at the start of the year
47,428
3,984
2,532
53,944
Additional provisions recognised
-
-
205
205
Additions through business combinations (note 38)
350
993
-
1,343
Remeasurement of contingent consideration
5,374
-
-
5,374
Unwinding of interest
1,228
685
-
1,913
Payments - settled in equity (note 25)
(3,685)
-
-
(3,685)
Payments - settled in cash
(6,421)
-
-
(6,421)
Transfer to other equity (note 26)
(1,312)
-
-
(1,312)
Carrying amount at the end of the year
42,962
5,662
2,737
51,361
NOTE 24. DEFERRED CONSIDERATION PAYABLE
Consolidated
2024
2023
$'000
$'000
Current liabilities
Deferred consideration
7,600
-
118
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 24. DEFERRED CONSIDERATION PAYABLE (CONTINUED)
118
The addition to deferred consideration relates to the acquisition of Economix in the current year (refer note 38). During the
period, a Deed of Variation was signed in relation to the original Share Sale and Purchase Deed of Dandy Premix Pty Ltd. As
a result of this deed, the Group will no longer issue $5.997m of other equity (refer note 26) over three years as defined in the
SSPD. Instead, the Group agreed to pay cash of $7.200m in two equal tranches. Dandy’s first tranche was paid on 16 January
2024 and the second tranche is due on 16 January 2025.
Reconciliation
Consolidated
2024
2023
$'000
$'000
Carrying amount at the start of the year
-
-
Additions through business combinations (note 38)
4,000
-
Transfer from other equity (note 26)
5,997
-
Fair value remeasurement loss on deferred consideration transfer from other equity
1,203
-
Payments - settled in cash
(3,600)
-
Carrying amount at the end of the year
7,600
-
119
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
119
NOTE 25. ISSUED CAPITAL
Consolidated
2024
2023
2024
2023
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
327,924,311
326,553,273
555,487
550,778
Movements in ordinary share capital
Details
Date
Shares
Issue
price
$'000
Balance
1 July 2022
297,164,096
432,530
Shares issued to Founder and management
23 Dec 2022
14,508,750
$4.00
58,035
Shares issued under the Share Purchase Plan
19 July 2022
636,364
$5.50
3,500
Conditional placement - outstanding commitments
19 July 2022
18,181
$5.50
100
Shares issued to Founder and management
3 Aug 2022
1,287,500
$4.00
5,150
Institutional placement
3 Aug 2022
8,750,000
$4.00
35,000
Shares issued under the Share Purchase Plan
22 Aug 2022
1,601,325
$4.00
6,405
Shares issued under the Dividend Reinvestment Plan
12 Oct 2022
453,816
$3.32
1,507
Shares issued as consideration for the acquisition of Dandy
19 Dec 2022
979,863
$2.55
2,499
Shares issued to Founder and management
24 Feb 2023
1,617,500
$4.00
6,470
Shares issued to Founder and management
6 Mar 2023
86,250
$4.00
345
Shares issued as consideration for acquisition of Maas Brothers
15 Mar 2023
323,334
$2.60
841
Shares issued as consideration for acquisition of Amcor
27 June 2023
707,547
$4.74
3,354
On-market share buy-back
13 Feb 2023 to
29 June 2023
(1,581,253)
$0.00
(4,166)
Transaction costs arising on share issues, net of tax
(792)
Balance
30 June 2023
326,553,273
550,778
Shares issued as consideration for the acquisition of:
- Schwarz
31 July 2023
304,398
$4.12
1,254
- Maas Brothers and David Payne Constructions
12 September 2023
1,123,334
$3.28
3,685
- Macquarie Geotechnical Pty Ltd
20 December 2023
448,895
$2.00
898
Shares issued - performance rights (note 44)
12 September -
20 December 2023
201,987
$0.00
-
On-market share buy-back (a)
3 July to 4 August 2023
(707,576)
$0.00
(1,821)
Transfer from share-based payments reserve (note 27)
693
Balance
30 June 2024
327,924,311
555,487
120
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 25. ISSUED CAPITAL (CONTINUED)
120
(a) 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 12 months. On 15 December 2023, the Board approved an extension to the buy-back under the same conditions for a
further 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 and a further 707,576 shares purchased during the 12 months ended 30 June 2024.
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.
The consolidated entity may 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.
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 2023 financial report.
NOTE 26. OTHER EQUITY
Consolidated
2024
2023
$'000
$'000
Deferred consideration
3,820
9,759
The deferred consideration at 30 June 2024 represents the value of the shares to be issued to the vendors of Schwarz on the
second and third anniversaries of the acquisition and David Payne Constructions. Refer to note 24 for further information on
the transfer of other equity to deferred consideration in relation to the Dandy acquisition. The deferred consideration at 30
June 2023 represents the value of the shares to be issued to the vendors of Schwarz on the first, second and third anniversaries
of the acquisition and Dandy.
121
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 26. OTHER EQUITY (CONTINUED)
121
Movements
Consolidated
2024
2023
$'000
$'000
Opening balance
9,759
3,354
Shares to be issued to the vendor of Schwarz
-
3,762
Shares to be issued to the vendor of Dandy
-
5,997
Shares issued to the vendor of Amcor
-
(3,354)
Shares to be issued to the vendors of David Payne Constructions
- transferred from contingent consideration (note 23)
1,312
-
Shares issued to the vendor of Schwarz (note 25)
(1,254)
-
Deferred consideration to be settled in cash (note 24)
(5,997)
-
Closing balance
3,820
9,759
NOTE 27. RESERVES
Consolidated
2024
2023
$'000
$'000
Foreign currency reserve
(756)
704
Share-based payments reserve
3,214
2,076
Business combinations under common control
(109,000)
(109,000)
Transactions with non-controlling interests
103
103
(106,439)
(106,117)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. 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.
122
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 27. RESERVES (CONTINUED)
122
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.
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:
Foreign
currency
reserve
Share-
based
payments
reserve
Business
combinations
under
common
control
Transactions
with non-
controlling
interests
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
220
1,121
(109,000)
103
(107,556)
Foreign currency translation
484
-
-
-
484
Share-based payment expenses (refer note 44)
-
955
-
-
955
Balance at 30 June 2023
704
2,076
(109,000)
103
(106,117)
Foreign currency translation
(1,460)
-
-
-
(1,460)
Share-based payment expenses (refer note 44)
-
2,729
-
-
2,729
Transfer to issued capital - Macquarie
Geotechnical Pty Ltd (refer note 25)
-
(898)
-
-
(898)
Transfer to issued capital - performance rights
(refer note 25)
-
(693)
-
-
(693)
Balance at 30 June 2024
(756)
3,214
(109,000)
103
(106,439)
NOTE 28. RETAINED PROFITS
Consolidated
2024
2023
$'000
$'000
Retained profits at the beginning of the financial year
172,459
127,623
Profit after income tax expense for the year
72,958
65,455
Dividends paid (note 29)
(19,657)
(20,619)
Retained profits at the end of the financial year
225,760
172,459
123
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
123
NOTE 29. DIVIDENDS
Dividends
Dividends paid during the financial year were as follows:
Consolidated
2024
2023
$'000
$'000
Final dividend for the year ended 30 June 2023 of 3.0 cents (2022: 3.5 cents) per ordinary share
9,819
10,831
Interim dividend for the year ended 30 June 2024 of 3.0 cents (2023: 3.0 cents) per ordinary
share
9,838
9,788
19,657
20,619
Franking credits
Consolidated
2024
2023
$'000
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
73,924
60,578
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
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 3.5
cents per fully paid ordinary share (refer to note 41).
124
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
124
NOTE 30. FINANCIAL INSTRUMENTS
FINANCIAL RISK MANAGEMENT OBJECTIVES
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.
125
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 30. FINANCIAL INSTRUMENTS (CONTINUED)
125
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
2024
2023
$'000
$'000
FINANCIAL ASSETS
Cash and Cash Equivalents (USD)
76
13
Cash and Cash Equivalents (VND)
37
135
Cash and Cash Equivalents (IDR)
346
201
Trade and other receivables (VND)
156
38
Trade and other receivables (USD)
40
136
Trade and other receivables (EUR)
45
601
Trade and other receivables (SGD)
14
6
Trade and other receivables (IDR)
1,614
1,716
2,328
2,846
FINANCIAL LIABILITIES
Bank Loans (VND)
(4,362)
(2,749)
Bank Loans (USD)
(1,220)
(897)
Trade and other payables (VND)
(626)
(448)
Trade and other payables (EUR)
(2,123)
(14)
Trade and other payables (USD)
(208)
(102)
Trade and other payables (SGD)
-
(59)
(8,539)
(4,269)
Net liabilities denominated in foreign currencies
(6,211)
(1,423)
The consolidated entity had net liabilities denominated in foreign currencies of $6.211m as at 30 June 2024 (2023: net liabilities
of $1.423m). Based on this exposure, had the Australian dollar weakened/strengthened by 10% (2023: 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 $0.621m lower/higher (2023: $0.142m lower/higher) and equity would have been $0.621m
lower/higher (2023: $0.142m 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.
126
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 30. FINANCIAL INSTRUMENTS (CONTINUED)
126
As at the reporting date, the consolidated entity had the following variable rate borrowings:
Consolidated
2024
2023
$'000
$'000
Bank Loans (inclusive of Multi-Option Facility) and equipment finance
438,744
378,401
Consolidated
Impact on profit and equity
2024
2023
$'000
$'000
+1.00%
4,387
3,748
-1.00%
(4,387)
(3,748)
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.
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.
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.
127
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 30. FINANCIAL INSTRUMENTS (CONTINUED)
127
1 year or less
Between
1 and 5 years
Over 5 years
Remaining
contractual maturities
CONSOLIDATED - 2024
$'000
$'000
$'000
$'000
NON-DERIVATIVES
Non-interest bearing
Trade payables
66,976
-
-
66,976
Other payables
42,121
-
-
42,121
Vendor financing
4,488
16,909
12,791
34,188
Deferred consideration
7,600
-
-
7,600
Contingent consideration
18,051
24,911
-
42,962
Interest-bearing
Bank loans
30,082
427,822
-
457,904
Chattel mortgages and lease liabilities
47,645
114,666
19,143
181,454
Total non-derivatives
216,963
584,308
31,934
833,205
1 year or less
Between
1 and 5 years
Over 5 years
Remaining
contractual maturities
CONSOLIDATED - 2023
$'000
$'000
$'000
$'000
NON-DERIVATIVES
Non-interest bearing
Trade payables
79,593
-
-
79,593
Other payables
40,238
-
-
40,238
Vendor financing
670
6,020
2,520
9,210
Contingent consideration
10,336
21,830
-
32,166
Interest-bearing
Bank loans
21,455
367,783
-
389,238
Chattel mortgages and lease liabilities
56,230
123,862
21,500
201,592
Total non-derivatives
208,522
519,495
24,020
752,037
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Unless otherwise stated, the carrying amounts of financial instruments approximate their fair values.
128
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
128
NOTE 31. 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
Level 1
Level 2
Level 3
Total
Consolidated - 2024
$'000
$'000
$'000
$'000
Assets
Investment properties
-
22,111
249,036
271,147
Total assets
-
22,111
249,036
271,147
Liabilities
Contingent consideration
-
-
42,962
42,962
Total liabilities
-
-
42,962
42,962
Level 1
Level 2
Level 3
Total
Consolidated - 2023
$'000
$'000
$'000
$'000
Assets
Investment properties
-
2,000
226,348
228,348
Total assets
-
2,000
226,348
228,348
Liabilities
Contingent consideration
-
-
47,428
47,428
Total liabilities
-
-
47,428
47,428
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 either independent assessments by a member of the Australian
Property Institute having recent experience in the location and category of investment property being valued or director
valuations based on an internal assessment of values. Valuations prepared 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.
129
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 31. FAIR VALUE MEASUREMENT (CONTINUED)
129
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).
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Investment
properties
Contingent
consideration
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
69,849
(16,591)
53,258
Transfers into level 3
60,043
-
60,043
Additions
65,428
(33,016)
32,412
Disposals/settlements
(405)
1,481
1,076
Gains recognised in profit or loss
31,846
698
32,544
Balance at 30 June 2023
226,761
(47,428)
179,333
Transfers into level 3
343
(1,228)
(885)
Transfers to level 2
(22,111)
-
(22,111)
Transfers from inventory
531
-
531
Additions
70,271
(350)
69,921
Disposals/settlements
(58,557)
11,418
(47,139)
Gains/(losses) recognised in profit or loss
31,798
(5,374)
26,424
Balance at 30 June 2024
249,036
(42,962)
206,074
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
31,846
698
32,544
Total gains/(losses) for the current year included in profit or loss that
relate to level 3 assets held at the end of the current year
31,798
(5,374)
26,424
130
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 31. FAIR VALUE MEASUREMENT (CONTINUED)
130
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs
Range
(Weighted Average)
Sensitivity
Investment properties
(including investment
properties held for sale)
Capitalisation rate
5.5% - 7.75% (6.94%)
The estimated fair value would
increase/(decrease) if capitalisation rate was
lower/(higher)
Land rate (per sqm)
$31.85-$8,404 ($1,106) The estimated fair value would
increase/(decrease) if land rate was
higher/(lower)
Contingent
consideration
Expected EBITDA
Hurdle
$630,000 -
$27,000,000
The estimated fair value would
increase/(decrease) if EBITDA Hurdle result was
exceeded/(underperformed)
Number of shares
0 - 2,975,246
The estimated fair value would
increase/(decrease) if the number of shares
issued increased/(decreased)
NOTE 32. CONTINGENT LIABILITIES
Consolidated
2024
2023
$'000
$'000
Contract performance guarantees
42,987
38,545
42,987
38,545
The 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 33. COMMITMENTS
As at 30 June 2024 the consolidated entity had entered an unconditional agreement to acquire an industrial block of land at
Bennetts Green, NSW. Settlement was made on 5 July 2024 for $23.010m and the land is currently held as an investment
property.
131
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
131
NOTE 34. 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:
Consolidated
2024
2023
$
$
Audit services
Audit or review of the financial statements
591,308
571,342
Other services
Due diligence services - independent accountants report
-
3,450
Due diligence services - business acquisitions and other transactions
1,930
493,066
Tax consulting services
23,618
131,504
Financial modelling
-
22,500
25,548
650,520
Total remuneration of BDO - Australia
616,856
1,221,862
Audit services - network firms of BDO
Audit or review of the financial statements
10,779
7,500
NOTE 35. KEY MANAGEMENT PERSONNEL DISCLOSURES
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Consolidated
2024
2023
$'000
$'000
Short-term employee benefits
1,609
1,584
Post-employment benefits
132
128
Share-based payments
139
-
1,880
1,712
132
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
132
NOTE 36. RELATED PARTY TRANSACTIONS
Parent entity
MAAS Group Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 39.
Associates
Interests in associates are set out in note 15.
Key management personnel
Disclosures relating to key management personnel are set out in note 35 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
2024
2023
$
$
Other revenue:
Management fee income received from entity controlled by key management personnel
123,398
61,821
Payment for goods and services:
Rent
1,254,532
872,757
Travel
243,433
453,165
Other transactions:
Brokerage paid to entity controlled by key management personnel
1,469
3,203
Related party transactions – Wesley Maas:
●
Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2024 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 2024 financial year was
$243,433 (2023: $453,165). The contract was based on normal terms and conditions. Amounts payable at 30 June 2024 to
PMA totalled $18,287 (2023: $54,678).
●
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 $19,250 (2023: $28,050) 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 $376,437 (2023: $334,985) 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 2024 financial year was $858,845 (2023: $509,722) was based on
market rates following completion of extensive capital improvements and fit outs.
133
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 36. RELATED PARTY TRANSACTIONS (CONTINUED)
133
●
During the 2024 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 $123,398 (2023: $61,821). An income in
advance liability existed for the consolidated entity at 30 June 2024 of $46,000 in relation to the above (2023: $46,000).
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 707,576 MGH shares (2023: 1,581,253) and charged the
consolidated entity $1,469 (2023: $3,203) in brokerage.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current payables:
Trade payables to entities controlled by key management personnel
18,287
26,049
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
NOTE 37. 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
Parent
2024
2023
$'000
$'000
Profit after income tax
27,820
88,078
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income
27,820
88,078
Statement of financial position
Parent
2024
2023
$'000
$'000
Total current assets
916,816
836,941
Total non-current assets
167,016
167,254
Total assets
1,083,832
1,004,195
134
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 37. PARENT ENTITY INFORMATION (CONTINUED)
134
Total current liabilities
34,708
16,945
Total non-current liabilities
421,557
367,751
Total liabilities
456,265
384,696
Net assets
627,567
619,499
Equity
Issued capital
555,484
550,778
Other equity
3,820
9,759
Share-based payments reserve
3,214
2,076
Retained profits
65,049
56,886
Total equity
627,567
619,499
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).
In addition, there are cross guarantees given by MAAS Group Holdings Ltd and certain of its subsidiaries as described in note
40. No deficiencies of assets exist in any of these companies.
No liability was recognised by the parent entity or the group in relation to these guarantees, as the fair value of the guarantees
is immaterial.
Contingent liabilities
The parent entity had no other contingent liabilities as at 30 June 2024 and 30 June 2023 that have not been disclosed in
note 32.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except
for the following:
●
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.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
135
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
135
NOTE 38. BUSINESS COMBINATIONS
(A) BUSINESS COMBINATIONS
Summary of acquisition
Acquisition of Economix
On 19 April 2024, the consolidated entity entered into an agreement to acquire the assets and operations of a pre-mixed
concrete business operating in Melbourne & Geelong in Victoria formally known as Economix Pty Ltd. Economix operates
four plants and supplies pre-mixed concrete products primarily to residential, commercial and other projects. The acquisition
was completed on 26 May 2024 for a total consideration of $35.000m which includes $31.000m cash and $4.000m deferred
cash to be paid twelve months from the completion anniversary. Regional Concrete Victoria Pty Ltd t/a Economix operates
in the Construction Materials segment and further enhances the concrete delivery of the segment and expansion into the
Victorian market. 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 Melbourne East Quarries
On 21 December 2023, the consolidated entity entered into an agreement to acquire 100% controlling interest in the shares
of Melbourne East Quarries. This agreement settled on 6 February 2024 for an initial cash payment of $40.000m less
completion adjustments with $30.000m to be paid over the next ten years in the form of a vendor financing arrangement.
The acquisition includes control of three hard rock quarries in the Melbourne East region and further compliments the
Group's expansion into the Victorian materials market. The acquisition will operate 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.
During the year, the consolidated entity also acquired other non-material businesses in line with strategic interests.
136
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 38. BUSINESS COMBINATIONS (CONTINUED)
136
Details of the acquisition are as follows:
Economix
Melbourne
East
Quarries
Other non-
material
acquisitions
Total
Fair value
$'000
Fair value
$'000
Fair value
$'000
Fair value
$'000
Cash and cash equivalents
-
715
-
715
Trade receivables
-
1,982
-
1,982
Income tax refund due
-
141
-
141
Inventories
876
1,124
237
2,237
Prepayments
243
7
-
250
Other current assets
-
36
-
36
Quarry land
-
31,867
-
31,867
Land and buildings
7,828
7,368
-
15,196
Plant and equipment
7,717
25,002
8,054
40,773
Motor vehicles
19,488
86
730
20,304
Intangibles
2,740
-
-
2,740
Trade and other payables
(1,050)
(6,712)
-
(7,762)
Deferred tax liability
-
(3,296)
-
(3,296)
Employee benefits
(989)
(527)
(165)
(1,681)
Lease liability
(7,828)
-
-
(7,828)
Net assets acquired
29,025
57,793
8,856
95,674
Goodwill
5,975
-
1,598
7,573
Acquisition-date fair value of the total consideration transferred
35,000
57,793
10,454
103,247
Representing:
Cash paid or payable to vendor
31,000
36,250
10,104
77,354
Cash contingent consideration
-
-
350
350
Deferred consideration
4,000
-
-
4,000
Vendor financing
-
21,543
-
21,543
35,000
57,793
10,454
103,247
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
35,000
57,793
10,454
103,247
Less: cash and cash equivalents
-
(715)
-
(715)
Less: contingent consideration
-
-
(350)
(350)
Less: deferred consideration
(4,000)
-
-
(4,000)
Less: vendor financing
-
(21,543)
-
(21,543)
Net cash used
31,000
35,535
10,104
76,639
137
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 38. BUSINESS COMBINATIONS (CONTINUED)
137
Revenue and profit contribution
If the acquisitions had occurred on 1 July 2023, the consolidated results for the year ended 30 June 2024 would have been as
follows:
Revenue
Net profit for
the period
after tax
$'000
$'000
Economix
52,430
4,889
Melbourne East Quarries
17,664
929
Other non-material acquisitions
19,073
1,046
89,167
6,864
Other consolidated entities
884,329
71,687
973,496
78,551
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 2023, 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 2024:
Revenue
Net profit for
the period
after tax
$'000
$'000
Economix
5,548
375
Melbourne East Quarries
6,918
1,607
Other non-material acquisitions
14,094
769
26,560
2,751
Acquired receivables
Fair value of
acquired
receivables
Gross
contractual
amount due
Loss
allowance
recognised
on
acquisition
$'000
$'000
$'000
Melbourne East Quarries
1,982
(1,982)
-
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:
$'000
Acquisition costs
1,667
138
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 38. BUSINESS COMBINATIONS (CONTINUED)
138
(B) SUMMARY OF ACQUISITION - FINALISATION OF PROVISIONAL ACCOUNTING
On 16 December 2022, the consolidated entity entered into an agreement to purchase Dandy Premix.
For 30 June 2023, 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 the Quarry land
asset shown in the table below. This adjustment resulted in an increase in contingent consideration being recognised. As
noted above the finalisation accounting is retrospective and therefore the adjustment impacts the 30 June 2023 financial
year. This adjustment had no impact on the 30 June 2023 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 2023, are as follows:
Provisional fair
value
Movement
Final fair
value
$'000
$'000
$'000
Cash and cash equivalents
93
-
93
Trade receivables
348
-
348
Inventories
527
-
527
Prepayments
698
-
698
Other current assets
172
-
172
Quarry land
45,564
15,262
60,826
Land and buildings
22,700
-
22,700
Plant and equipment
30,292
-
30,292
Trade and other payables
(475)
-
(475)
Deferred tax liability
(3,792)
-
(3,792)
Employee benefits
(1,287)
-
(1,287)
Lease liability
(15,040)
-
(15,040)
Net identifiable assets acquired
79,800
15,262
95,062
Fair value of the total consideration transferred
79,800
15,262
95,062
Accounting policy for business combinations
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.
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.
139
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
139
NOTE 39. 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:
Ownership interest
Name
Principal place of business /
Country of incorporation
2024
2023
%
%
MAAS Group Pty Ltd
Australia
100%
100%
Machinery Sales Pty Ltd
Australia
100%
100%
Maas Plant & Equipment Pty Ltd
Australia
100%
100%
Large Industries Pty Ltd
Australia
100%
100%
MAAS Plant Hire Pty Ltd
Australia
100%
100%
MAAS Civil Pty Ltd
Australia
100%
100%
MAAS Administration Pty Ltd
Australia
100%
100%
Macquarie Geotechnical Pty Ltd
Australia
100%
100%
Amcor Excavations Pty Ltd
Australia
100%
100%
A1 Earthworx Mining & Civil Pty Ltd
Australia
100%
100%
Schwarz Excavations Pty Ltd
Australia
100%
100%
Jacon Equipment Pty Ltd (formerly EMS Sales Pty Ltd)
Australia
100%
100%
Jacon Equipment (SA) Pty Ltd
South Africa
100%
100%
Maas Repairs Pty Ltd
Australia
100%
100%
PT JTECH Jasa Pertambangan
Indonesia
100%
100%
Comet Equipment Pty Limited
Australia
100%
-
JLE Group Holdings Pty Ltd
Australia
100%
100%
JLE Electrical Projects Pty Limited
Australia
100%
100%
JLE Manufacturing Pty Limited
Australia
100%
100%
JLE Engineering Pty Limited
Australia
100%
100%
JLE Admin Pty Limited
Australia
100%
100%
JLE Hire Pty Limited
Australia
100%
100%
JLE Utilities Services Pty Limited
Australia
100%
100%
JLE Mining & Tunnelling Pty Ltd
Australia
100%
100%
Elbac Pty Ltd
Australia
100%
100%
Garde Services Pty Ltd
Australia
100%
100%
Regional Group Australia Pty Ltd
Australia
100%
100%
Regional Hardrock Unit Trust
Australia
100%
100%
Regional Quarries Australia Pty Ltd
Australia
100%
100%
Regional Hardrock Willow Tree Unit Trust
Australia
100%
100%
Regional Hardrock (Orange) Pty Ltd
Australia
100%
100%
Regional Hardrock Inverell Unit Trust
Australia
100%
100%
Regional Hardrock (Forbes) Unit Trust
Australia
100%
100%
Regional Hardrock (West Wyalong) Unit Trust
Australia
100%
100%
Regional Hardrock (Gilgandra) Unit Trust
Australia
100%
100%
Regional Sands Dubbo Unit Trust
Australia
100%
100%
Sand Quarries Australia Pty Ltd
Australia
100%
100%
Regional Concrete Australia Pty Ltd
Australia
100%
100%
140
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 39. INTERESTS IN SUBSIDIARIES (CONTINUED)
140
Ownership interest
Name
Principal place of business /
Country of incorporation
2024
2023
%
%
Regional Group Resources Pty Limited
Australia
100%
100%
Amcor Quarries & Concrete Pty Ltd
Australia
100%
100%
Gracemere Property Unit Trust
Australia
100%
100%
Regional Concrete Tamworth Unit Trust
Australia
100%
100%
Blackwater Quarries Pty Ltd
Australia
100%
100%
Dawson Quarries Pty Ltd
Australia
100%
100%
Regional Hardrock Yatala Unit Trust
Australia
100%
100%
Regional Hardrock Clermont Unit Trust
Australia
100%
100%
Dandy Premix Quarries Pty Ltd
Australia
100%
100%
Casey Concrete Pty Ltd
Australia
100%
100%
South East Resources Unit Trust
Australia
100%
100%
Regional Quarries Riviera Unit Trust
Australia
100%
100%
Austek Asphalt Services Pty Ltd
Australia
75%
75%
Austek Plant Hire Pty Ltd
Australia
75%
75%
Austek Production Pty Ltd
Australia
75%
75%
Austek Spray Seal Pty Ltd
Australia
75%
75%
PWE Quarry Services Pty Limited
Australia
100%
-
Casacir Pty Limited
Australia
100%
-
Regional Concrete Victoria Pty Limited
Australia
100%
-
Regional Quarries Carrington Unit Trust
Australia
100%
-
MAAS Group Developments Pty Ltd
Australia
100%
100%
MAAS Group Westwinds Pty Limited
Australia
100%
100%
MAAS Group Properties Durham Park Pty Ltd
Australia
100%
100%
MAAS Group Properties Bombira Pty Ltd
Australia
100%
100%
MAAS Group Properties Southlakes Pty Ltd
Australia
100%
100%
MAAS Group Properties Highlands Pty Ltd
Australia
100%
100%
MAAS Group Properties Magnolia Pty Ltd
Australia
100%
100%
MAAS Group Properties Arcadia Pty Limited
Australia
100%
100%
Maas Group Properties Logan Pty Ltd
Australia
100%
100%
MAAS Group Properties Eagle View Pty Limited
Australia
100%
100%
Eykan Holdings Pty Ltd
Australia
100%
100%
Bizitay Pty Limited
Australia
100%
100%
Southlakes Child Care Centre No 1 Unit Trust
Australia
100%
100%
Maas Commercial CC SL No2 Unit Trust
Australia
100%
100%
MAAS Homes Pty Ltd
Australia
100%
100%
MAAS Group Properties Ulan Pty Ltd
Australia
100%
100%
Gunnedah Property Unit Trust
Australia
100%
100%
Maas Commercial Developments Pty Limited
Australia
100%
100%
Maas Self Storage (Western) Pty Limited
Australia
100%
100%
Maas Self Storage (Southern) Pty Limited
Australia
100%
100%
141
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 39. INTERESTS IN SUBSIDIARIES (CONTINUED)
141
Ownership interest
Name
Principal place of business /
Country of incorporation
2024
2023
%
%
Maas Group Southern Unit Trust
Australia
100%
100%
MAAS Group Properties Bunglegumbie Pty Ltd
Australia
100%
100%
Maas Group Properties Liberal Unit Trust
Australia
100%
100%
Astley's Building Supplies Pty Limited
Australia
100%
100%
Brett Harvey Constructions Pty Ltd
Australia
100%
100%
Maas Building Materials Pty Ltd
Australia
100%
100%
MAAS Building Pty Ltd
Australia
100%
100%
Maas Commercial Bultje Unit Trust
Australia
100%
100%
Maas Commercial Cobbora Unit Trust
Australia
100%
100%
Maas Commercial Fitzroy Unit Trust
Australia
100%
100%
Maas Commercial Leeds Unit Trust
Australia
100%
100%
Maas Commercial Oliver House Unit Trust
Australia
100%
100%
Maas Commercial Parafield Unit Trust
Australia
100%
100%
Maas Commercial Shopping Centre SL UT Pty Ltd
Australia
100%
100%
Maas Constructions (Dubbo) Pty Ltd
Australia
100%
100%
MAAS Group Properties 103 Prince Pty Ltd
Australia
100%
100%
Maas Group Properties Collina Pty Ltd
Australia
100%
100%
Maas Group Properties Ellida Pty Ltd
Australia
100%
100%
MAAS Group Properties Killarney Pty Ltd
Australia
100%
100%
Maas Group Properties Leeds Pty Ltd
Australia
100%
100%
MAAS Group Properties Miriam Pty Ltd
Australia
100%
100%
Maas Group Properties RBD Unit Trust
Australia
100%
100%
Maas Group Properties Sheraton View Pty Ltd
Australia
100%
100%
MAAS Group Properties Veravista Pty Ltd
Australia
100%
100%
Maas Group RAAF Residential Pty Ltd
Australia
100%
100%
Maas Investments No1 Unit Trust
Australia
100%
100%
Maas Investments Properties No1 Unit Trust
Australia
100%
100%
Maas Property Management Pty Ltd
Australia
100%
100%
Maas Self Storage (Canberra) Pty Ltd
Australia
100%
100%
Maas Self Storage (Eastern) Pty Ltd
Australia
100%
100%
Maas Plumbing Pty Ltd
Australia
100%
100%
Regional Demolition Pty Ltd
Australia
100%
100%
Spacey Storage Pty Ltd
Australia
100%
100%
Stanaway Pty. Limited
Australia
100%
100%
Maas Commercial Property Management Pty Limited
Australia
100%
100%
Maas Commercial Gurwood Unit Trust
Australia
100%
100%
Maas Commercial Rural Unit Trust
Australia
100%
100%
Maas Commercial Maria Unit Trust
Australia
100%
100%
Maas Commercial Tringa Unit Trust
Australia
100%
100%
Maas Commercial Bennetts Green Unit Trust
Australia
100%
-
142
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 39. INTERESTS IN SUBSIDIARIES (CONTINUED)
142
Ownership interest
Name
Principal place of business /
Country of incorporation
2024
2023
%
%
Maas Commercial Capital Dr Unit Trust
Australia
100%
-
Maas Commercial Eagle View Unit Trust
Australia
100%
-
Maas Commercial Southern Cross Unit Trust
Australia
100%
-
Maas Commercial West High St Unit Trust
Australia
100%
-
Maas Commercial Yarrandale Unit Trust
Australia
100%
-
Maas International Investments Pty Limited (formerly EMS
International Pty Ltd)
Australia
100%
100%
VMS Engineering Company Ltd
Vietnam
100%
100%
Comet Equipment UK Pty Ltd
United Kingdom
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 40. DEED OF CROSS GUARANTEE
The following entities are party to a deed of cross guarantee (the Deed) on 26 June 2024 under which each company
guarantees the debts of the others:
MAAS Group Holdings Ltd
Amcor Quarries & Concrete Pty Ltd
Regional Concrete Australia Pty Ltd
Dawson Quarries Pty Ltd
Dandy Premix Quarries Pty Ltd
Blackwater Quarries Pty Ltd
Regional Group Australia Pty Ltd
Regional Quarries Australia Pty Ltd
By entering into the Deed, the wholly-owned entities have been relieved from the requirement to prepare financial
statements and directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and
Investments Commission.
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other
parties to the deed of cross guarantee that are controlled by MAAS Group Holdings Limited, they also represent the 'Extended
Closed Group'.
143
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 40. DEED OF CROSS GUARANTEE (CONTINUED)
143
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial
position of the 'Closed Group'. There are no comparatives as the Deed was only entered into in the 2024 financial year.
2024
Statement of profit or loss and other comprehensive income
$'000
Revenue
289,564
Other income
(1,552)
Interest revenue
681
Purchases of raw materials and consumables used and changes in inventories
(82,176)
Employee benefits expense
(59,234)
Amortisation expense
(3,026)
Depreciation expense
(17,687)
Transaction costs relating to business combinations
(1,667)
Legal, audit, accounting and consultants
(4,228)
Motor vehicle and plant expenses
(17,941)
Insurance and registration
(2,611)
Repairs and maintenance
(21,322)
Rent - property and equipment short-term and low-value leases
52
Travel and accommodation
(2,478)
Other expenses
(8,205)
Finance costs
(28,002)
Profit before income tax expense
40,168
Income tax expense
(11,453)
Profit after income tax expense
28,715
Other comprehensive income for the year, net of tax
-
Total comprehensive income for the year
28,715
2024
Equity - retained profits
$'000
Retained profits at the beginning of the financial year
74,071
Profit after income tax expense
28,715
Dividends paid
(19,657)
Retained profits at the end of the financial year
83,129
144
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 40. DEED OF CROSS GUARANTEE (CONTINUED)
144
2024
Statement of financial position
$'000
CURRENT ASSETS
Cash and cash equivalents
26,323
Trade and other receivables
721,329
Contract assets
58
Inventories
31,326
Other assets
4,590
783,626
NON-CURRENT ASSETS
Other financial assets
246,725
Property, plant and equipment
209,475
Intangibles
22,759
478,959
Total assets
1,262,585
CURRENT LIABILITIES
Trade and other payables
36,440
Borrowings and lease liabilities
16,260
Income tax
14,408
Employee benefits
17,731
Deferred consideration payable
7,600
92,439
NON-CURRENT LIABILITIES
Borrowings and lease liabilities
482,593
Deferred tax liability
18,453
Provisions
23,453
524,499
Total liabilities
616,938
Net assets
645,647
EQUITY
Issued capital
555,484
Other equity
3,820
Reserves
3,214
Retained profits
83,129
Total equity
645,647
145
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
145
NOTE 41. EVENTS AFTER THE REPORTING PERIOD
Dividends
The Directors declared a fully franked final dividend of 3.5 cents per share on 21 August 2024.
Syndicated Debt Facility
On 30 July 2024, the Group completed a debt syndication refinance with six banks (three domestic, three international)
committing $730.000m of funding. In addition to the new syndicated facility, the Group retains its legacy asset finance
facilities with the Commonwealth Bank of Australia and Westpac Banking Corporation with the balance to be fully amortised
under existing contractual terms and no amounts to be further drawn.
The syndication refinance provides a platform for future growth and capital investment. The new syndicated facility continues
the existing structure (with increased limits) of a Cash Advance Facility ($425.000m), an Asset Finance Facility ($80.000m), a
Multi Option Facility ($75.000m) however also incorporates a new Property Development Funding Facility ($150.000m). The
syndicated facilities expire in January 2028 and contain revised covenants of less than 4.0 times net leverage ratio (previously
less than 3.5 times), a debt service cover ratio of greater than 1.5 times increasing to greater than 1.75 times from and including
30 June 2026 (consistent with prior facility) and a total tangible asset ratio of greater than 1.1 times over total facilities (new
covenant).
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
146
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
146
NOTE 42. CASH FLOW INFORMATION
Reconciliation of profit after income tax to net cash from operating activities
Consolidated
2024
2023
$'000
$'000
Profit after income tax expense for the year
75,602
65,903
Adjustments for:
Depreciation
45,274
35,745
Amortisation
8,250
7,515
Net loss on disposal of investment properties held for sale
286
-
Net gain on disposal of property, plant and equipment
(8,035)
(4,131)
Net fair value gain on investment properties
(31,798)
(31,846)
Share of loss - associates
235
11
Share-based payments
2,729
955
Loss/(gain) on remeasurement of contingent and deferred consideration
6,577
(698)
Net gain on disposal of investment property
(642)
(1,742)
Unwinding of interest on vendor financing
79
211
Interest - non-cash
1,913
-
Amortisation of borrowing costs
650
529
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
19,120
(30,746)
Decrease/(increase) in contract assets
4,050
(7,155)
Increase in inventories
(13,622)
(84,413)
Increase in prepayments
(3,195)
(411)
Decrease in other operating assets
276
11,106
(Decrease)/increase in trade and other payables
(17,349)
30,442
Decrease in contract liabilities
(383)
(5,436)
Increase in current income tax receivable/payable
13,650
8,526
Increase in deferred tax liabilities
9,731
4,580
(Decrease)/increase in employee benefits
(215)
1,212
Increase in other provisions
200
2,407
Net cash from operating activities
113,383
2,564
Non-cash investing and financing activities - not previously disclosed
Consolidated
2024
2023
$'000
$'000
Dividend reinvestment plan share issues
-
1,507
Share based payments
2,729
955
Partial settlement of business combinations through the issue of shares
5,837
6,694
147
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 42. CASH FLOW INFORMATION (CONTINUED)
147
Changes in liabilities arising from financing activities
Bank loans
and Multi-
option facility
Vendor
financing
Leases
Chattel
mortgages
Deferred and
contingent
consideration
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
199,132
24,972
38,216
66,693
17,852
346,865
Net cash from/(used in) financing
activities
156,040
(17,292)
(8,264)
62,436
(1,901)
191,019
Shares issued for contingent
consideration
-
-
-
-
(841)
(841)
Acquisition plant & equipment by
means of finance lease
-
-
2,492
-
-
2,492
Changes through business
combinations
-
-
19,387
-
33,016
52,403
Fair value adjustment on contingent
consideration
-
-
-
-
(698)
(698)
Other
-
-
654
-
-
654
Amortisation and present value
unwinding
529
211
-
-
-
740
Balance at 30 June 2023
355,701
7,891
52,485
129,129
47,428
592,634
Net cash from/(used in) financing
activities
49,512
(3,670)
(6,129)
8,552
(10,021)
38,244
Acquisition plant & equipment by
means of finance lease
-
-
1,769
-
-
1,769
Changes through business
combinations
-
21,543
7,828
-
4,350
33,721
Transfer to Chattel Mortgages
-
-
(15,432)
15,432
-
-
Shares issued for contingent
consideration
-
-
-
-
(3,685)
(3,685)
Remeasurement of deferred
consideration
-
-
-
-
1,203
1,203
Remeasurement of contingent
consideration
-
-
-
-
5,374
5,374
Transfer from other equity - net
-
-
-
-
4,685
4,685
Exchange differences
740
-
-
-
-
740
Amortisation and present value
unwinding
650
79
-
-
1,228
1,957
Balance at 30 June 2024
406,603
25,843
40,521
153,113
50,562
676,642
148
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
148
NOTE 43. EARNINGS PER SHARE
Consolidated
2024
2023
$'000
$'000
Profit after income tax
75,602
65,903
Non-controlling interest
(2,644)
(448)
Profit after income tax attributable to the owners of MAAS Group Holdings Limited
72,958
65,455
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
327,431,438
316,895,984
Adjustments for calculation of diluted earnings per share:
Deferred consideration for business combinations (note 26)
2,508,898
2,810,379
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 44 (b))
1,108,748
1,346,687
Performance rights (note 44 (a))
1,226,229
181,027
Weighted average number of ordinary shares used in calculating diluted earnings per share
332,275,313
321,234,077
Cents
Cents
Basic earnings per share
22.3
20.7
Diluted earnings per share
22.0
20.4
NOTE 44. 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.
149
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 44. SHARE-BASED PAYMENTS (CONTINUED)
149
On 17 August 2023 the Board approved the LTI Award for FY22 and FY23, noting that the LTI Award of the CEO and other
Executive Board members were approved by shareholders at the AGM on 27 October 2023.
Participation in the plan is at the discretion of the Board. No individual has a contractual right to participate in the plan or
receive any guaranteed benefits. The performance rights issued represent the employee’s right to acquire an ordinary share
upon satisfaction of the performance criteria once the vesting period is reached. The performance rights granted under the
plan are for no consideration and carry no voting rights. The participants include executive KMP (Executive), other executives
and senior managers who have been identified as key drivers of the Group's performance and long-term success. The
following awards were granted during the period:
(i) Award of 495,649 performance rights relating to the FY22 financial year. The number of rights granted have been
determined using the face value of the award ($1,982,555) 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 Earnings Per Share Compound Annual Growth Rate (EPS CAGR) and average Return on Equity
hurdles for the four-year period ending 30 June 2026. The fair value of the award at grant date under AASB 2 Share-based
payments is $1,680,375.
(ii) Award of 978,913 performance rights relating to the FY23 financial year. The number of rights granted have been
determined using the face value of the award ($3,132,522) divided by the share price using the volume weighted average
price (VWAP) during the 20-day period immediately after the issue of the FY23 results ($3.20). The performance rights will
vest in August 2027 with EPS CAGR and average Return on Equity hurdles for the four-year period ending 30 June 2027.
The fair value of the award at grant date under AASB 2 Share-based payments is $3,271,066.
In accordance with AASB 2 Share-based payments, the service-based vesting condition is considered non-market. The
vesting conditions (and the probability of achieving the conditions) are reflected in the estimation of the number of
instruments expected to vest.
Prior year grants:
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.
150
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 44. SHARE-BASED PAYMENTS (CONTINUED)
150
(c) Summary of movements in share rights and performance rights
Set out below are summaries of share rights and the performance rights:
2024
Grant date
Vesting date
Exercise
Price
Balance at
the start of
the year
Granted
Exercised
Expired/
Forfeited/
other
Balance at
the end of
the year
20/12/2020
20/12/2023
$0.00
448,895
-
(448,895)
-
-
20/12/2020
20/12/2024
$0.00
448,896
-
-
-
448,896
20/12/2020
20/12/2025
$0.00
448,896
-
-
-
448,896
23/12/2021
23/12/2022
$0.00
18,868
-
(18,868)
-
-
23/12/2021
23/12/2023
$0.00
18,868
-
(18,868)
-
-
30/06/2022
22/03/2023
$0.00
8,695
-
(8,695)
-
-
30/06/2022
22/03/2024
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2025
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2026
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2027
$0.00
8,695
-
-
-
8,695
30/06/2022
30/06/2023
$0.00
33,271
-
-
-
33,271
30/06/2022
30/06/2024
$0.00
33,271
-
-
-
33,271
30/06/2022
30/06/2025
$0.00
33,271
-
-
-
33,271
26/09/2023
26/09/2023
$0.00
-
155,556
(155,556)
-
-
26/09/2023
30/08/2024
$0.00
-
155,556
-
-
155,556
26/09/2023
30/08/2025
$0.00
-
155,556
-
-
155,556
11/12/2023
30/12/2024
$0.00
-
18,868
-
-
18,868
11/12/2023
30/12/2025
$0.00
-
18,868
-
-
18,868
11/12/2023
30/08/2026
$0.00
-
430,399
-
(16,176)
414,223
27/10/2023
30/08/2026
$0.00
-
65,250
-
-
65,250
11/12/2023
30/08/2027
$0.00
-
872,541
-
(40,160)
832,381
27/10/2023
30/08/2027
$0.00
-
106,372
-
-
106,372
1,527,714
1,978,966
(650,882)
(56,336)
2,799,462
The weighted average remaining contractual life of share rights and performance rights outstanding at the end of the
financial year was 1.60 years (2023: 1.42 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 the 30
June 2024.
151
MAAS GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
NOTE 44. SHARE-BASED PAYMENTS (CONTINUED)
151
2023
Grant date
Vesting date
Exercise
Price
Balance at
the start of
the year
Granted
Exercised
Expired/
Forfeited/
other
Balance at
the end of
the year
20/12/2020
20/12/2023
$0.00
448,895
-
-
-
448,895
20/12/2020
20/12/2024
$0.00
448,896
-
-
-
448,896
20/12/2020
20/12/2025
$0.00
448,896
-
-
-
448,896
23/12/2021
23/12/2022
$0.00
18,868
-
-
-
18,868
23/12/2021
23/12/2023
$0.00
18,868
-
-
-
18,868
30/06/2022
22/03/2023
$0.00
8,695
-
-
-
8,695
30/06/2022
22/03/2024
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2025
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2026
$0.00
8,696
-
-
-
8,696
30/06/2022
22/03/2027
$0.00
8,695
-
-
-
8,695
30/06/2022
30/06/2023
$0.00
33,271
-
-
-
33,271
30/06/2022
30/06/2024
$0.00
33,271
-
-
-
33,271
30/06/2022
30/06/2025
$0.00
33,271
-
-
-
33,271
1,527,714
-
-
-
1,527,714
152
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
152
Consolidated Entity Disclosure Statement - as at 30 June 2024
Basis of preparation
The Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It
includes certain information for each entity that was part of the consolidated entity at the end of the financial year.
Determination of tax residency
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act
1997. The determination of tax residency involves judgment as there are currently several different interpretations that could
be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
(a) Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5.
(b) Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining
tax residency and ensure compliance with applicable foreign tax legislation. This includes Comet Equipment UK Pty Limited,
Jacon Equipment (SA) Pty Ltd, PT JTECH JASA Pertambangan and VMS Engineering Co.
(c) Partnerships and Trusts
Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on
a flow-through basis, so there is no need for a general residence test. Some provisions treat trusts as residents for certain
purposes, but this does not mean the trust itself is an entity that is subject to tax.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
A1 Earthworx Mining & Civil Pty Limited
Body Corporate
Australia
100%
Australian
Amcor Excavations Pty Limited
Body Corporate
Australia
100%
Australian
Amcor Quarries & Concrete Pty Limited
Body Corporate
Australia
100%
Australian
Astley's Building Supplies Pty Limited
Body Corporate
Australia
100%
Australian
Austek Asphalt Services Pty Limited
Body Corporate
Australia
75%
Australian
Austek Plant Hire Pty Limited
Body Corporate
Australia
75%
Australian
Austek Production Pty Limited
Body Corporate
Australia
75%
Australian
Austek Roads Pty Limited
Body Corporate
Australia
75%
Australian
Austek Spray Seal Pty Limited
Body Corporate
Australia
75%
Australian
Azure Asphalt Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Bizitay Pty Limited
Body Corporate
Australia
100%
Australian
Blackwater Quarries Pty Limited
Body Corporate
Australia
100%
Australian
Brett Harvey Constructions Pty Limited
Body Corporate
Australia
100%
Australian
Casacir Pty Limited
Body Corporate
Australia
100%
Australian
Casey Concrete Pty Limited
Body Corporate
Australia
100%
Australian
153
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
153
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Comet Equipment Pty Limited
Body Corporate
Australia
100%
Australian
Comet Equipment UK Pty Limited
Body Corporate
United Kingdom
100%
United Kingdom
Dandy Premix Quarries Pty Limited
Body Corporate
Australia
100%
Australian
Dawson Quarries Pty Limited
Body Corporate
Australia
100%
Australian
DPG Civil Pty Limited
Body Corporate
Australia
100%
Australian
Dubbo Parts Pty Limited
Body Corporate
Australia
100%
Australian
Elbac Pty Limited
Body Corporate
Australia
100%
Australian
EMS Admin Pty Limited
Body Corporate
Australia
100%
Australian
EMS Equipment Hire Pty Limited
Body Corporate
Australia
100%
Australian
EMS Group Pty Limited
Body Corporate
Australia
100%
Australian
EMS Labour Hire Pty Limited
Body Corporate
Australia
100%
Australian
EMS Power Solutions UK Limited
Body Corporate
United Kingdom
100%
Australian
Eykan Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Garde Services Pty Limited
Body Corporate
Australia
100%
Australian
Gracemere Property Pty Limited*
Body Corporate
Australia
100%
Australian
Gracemere Property Unit Trust
Trust
Australian
Gunnedah Land Holdings Pty Limited*
Body Corporate
Australia
100%
Australian
Gunnedah Property Unit Trust
Trust
Australian
Hamcon Civil Pty Limited
Body Corporate
Australia
100%
Australian
Haydos Pty Limited
Body Corporate
Australia
75%
Australian
Jacon Equipment Pty Limited
Body Corporate
Australia
100%
Australian
Jacon Equipment (SA) Pty Limited
Body Corporate
South Africa
100%
South Africa
JLE Admin Pty Limited
Body Corporate
Australia
100%
Australian
JLE Electrical Projects Pty Limited
Body Corporate
Australia
100%
Australian
JLE Engineering Pty Limited
Body Corporate
Australia
100%
Australian
JLE Group Holdings Pty Limited
Body Corporate
Australia
100%
Australian
JLE Hire Pty Limited
Body Corporate
Australia
100%
Australian
JLE Manufacturing Pty Limited
Body Corporate
Australia
100%
Australian
JLE Mining & Tunnelling Pty Limited
Body Corporate
Australia
100%
Australian
JLE Utilities Services Pty Limited
Body Corporate
Australia
100%
Australian
Large Industries Pty Limited
Body Corporate
Australia
100%
Australian
Maas Administration Pty Limited
Body Corporate
Australia
100%
Australian
Maas Building Pty Limited
Body Corporate
Australia
100%
Australian
Maas Buildings Materials Pty Limited
Body Corporate
Australia
100%
Australian
Maas Civil Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Bennetts Green Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Bennetts Green Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Bennetts Green Unit Trust
Trust
Australian
Maas Commercial Bultje Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Bultje Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Bultje Unit Trust
Trust
Australian
Maas Commercial Capital Dr Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
154
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
154
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Maas Commercial Capital Dr Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Capital Dr Unit Trust
Trust
Australian
Maas Commercial Cobbora Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Cobbora Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Cobbora Unit Trust
Trust
Australian
Maas Commercial Developments Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Eagle View Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Eagle View Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Eagle View Unit Trust
Trust
Australian
Maas Commercial Fitzroy Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Fitzroy Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Fitzroy Unit Trust
Trust
Australian
Maas Commercial Gurwood Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Gurwood Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Gurwood Unit Trust
Trust
Australian
Maas Commercial Leeds Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Leeds Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Leeds Unit Trust
Trust
Australian
Maas Commercial Maria Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Maria Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Maria Unit Trust
Trust
Australian
Maas Commercial Oliver House Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Oliver House Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Oliver House Unit Trust
Trust
Australian
Maas Commercial Parafield Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Parafield Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Parafield Unit Trust
Trust
Australian
Maas Commercial Property Management Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Rural Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Rural Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Rural Unit Trust
Trust
Australian
Maas Commercial Shopping Centre Southlakes
Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Shopping Centre Southlakes
Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Shopping Centre Southlakes
Unit Trust
Trust
Australian
Maas Commercial Southern Cross Dr Holdings
Pty Limited
Body Corporate
Australia
100%
Australian
155
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
155
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Maas Commercial Southern Cross Dr Pty
Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Southern Cross Unit Trust
Trust
Australian
Maas Commercial Southlakes Child Care Centre
No2 Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Southlakes Child Care Centre
No2 Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Southlakes Child Care Centre
No2 Unit Trust
Trust
Australian
Maas Commercial Tringa Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Tringa Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Tringa Unit Trust
Trust
Australian
Maas Commercial West High St Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial West High St Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial West High St Unit Trust
Trust
Australian
Maas Commercial Western Pty Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Yarrandale Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Commercial Yarrandale Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Commercial Yarrandale Unit Trust
Trust
Australian
Maas Constructions (Dubbo) Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Construction Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Developments Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Holdings Limited
Body Corporate
Australia
100%
Australian
Maas Group Hotels Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties 103 Prince Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties 103 Prince Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Arcadia Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Bombira Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Bunglegumbie East Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Collina Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Durham Park Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Eagle View Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Ellida Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Highlands Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Killarney Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Leeds Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Liberal Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Liberal Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Group Properties Liberal Unit Trust
Trust
Australian
Maas Group Properties Logan Pty Limited
Body Corporate
Australia
100%
Australian
156
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
156
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Maas Group Properties Magnolia Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Miriam Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties RAAF Residential Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties RBD Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties RBD Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Group Properties RBD Unit Trust
Trust
Australian
Maas Group Properties Sheraton View Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Southlakes Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Ulan Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Veravista Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Properties Westwinds Pty Limited
Body Corporate
Australia
100%
Australian
Maas Group Pty Limited
Body Corporate
Australia
100%
Australian
Maas Homes Pty Limited
Body Corporate
Australia
100%
Australian
Maas International Investments Pty Limited
Body Corporate
Australia
100%
Australian
Maas Investment Properties No1 Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Investment Properties No1 Unit Trust
Trust
Australian
Maas Investment Properties No2 Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Investment Properties No2 Unit Trust
Trust
Australian
Maas Investments Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Maas Investments No1 Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Investments No1 Unit Trust
Trust
Australian
Maas Plant & Equipment Pty Limited
Body Corporate
Australia
100%
Australian
Maas Plant Hire Pty Limited
Body Corporate
Australia
100%
Australian
Maas Plumbing Pty Limited
Body Corporate
Australia
100%
Australian
Maas Professional Services Pty Limited
Body Corporate
Australia
100%
Australian
Maas Property Management Pty Limited
Body Corporate
Australia
100%
Australian
Maas Repairs Pty Limited
Body Corporate
Australia
100%
Australian
Maas Residential Developments Pty Limited
Body Corporate
Australia
100%
Australian
Maas Self Storage (Western) Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Self Storage (Canberra) Pty Limited
Body Corporate
Australia
100%
Australian
Maas Self Storage (Eastern) Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Self Storage (Eastern) Unit Trust
Trust
Australian
Maas Self Storage (Southern) Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Self Storage (Western) Unit Trust
Trust
Australian
Maas Self Storage Investment Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Maas Self Storage Investments Pty Limited*
Body Corporate
Australia
100%
Australian
Maas Self Storage Investments Unit Trust
Trust
Australian
Maas Self Storage Southern Unit Trust
Trust
Australian
Machinery Sales Pty Limited
Body Corporate
Australia
100%
Australian
157
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
157
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Macquarie Geotechnical Pty Limited
Body Corporate
Australia
100%
Australian
Millers Metals Pty Limited
Body Corporate
Australia
100%
Australian
PT JTECH JASA Pertambangan
Body Corporate
Indonesia
100%
Indonesia
PWE Quarry Services Pty Limited
Body Corporate
Australia
100%
Australian
R Maas Investments Pty Limited
Body Corporate
Australia
100%
Australian
Regional Concrete (Tamworth) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Concrete Australia Pty Limited
Body Corporate
Australia
100%
Australian
Regional Concrete Monaro Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Concrete Monaro Unit Trust
Trust
Australian
Regional Concrete Tamworth Unit Trust
Trust
Australian
Regional Concrete Victoria Pty Limited
Body Corporate
Australia
100%
Australian
Regional Crushing and Screening Pty Limited
Body Corporate
Australia
100%
Australian
Regional Demolition Pty Limited
Body Corporate
Australia
100%
Australian
Regional Group Australia Pty Limited
Body Corporate
Australia
100%
Australian
Regional Group Resources Pty Limited
Body Corporate
Australia
100%
Australian
Regional Hardrock (Dubbo) Pty Limited
Body Corporate
Australia
100%
Australian
Regional Hardrock (Forbes) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock (Gilgandra) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock (Gilgandra) Unit Trust
Trust
Australian
Regional Hardrock (Inverell) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock (Inverell) Unit Trust
Trust
Australian
Regional Hardrock (Orange) Pty Limited
Body Corporate
Australia
100%
Australian
Regional Hardrock (West Wyalong) Pty
Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock (West Wyalong) Unit Trust
Trust
Australian
Regional Hardrock (Willowtree) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock (Willowtree) Unit Trust
Trust
Australian
Regional Hardrock Clermont Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock Clermont Unit Trust
Trust
Australian
Regional Hardrock Dandy Holdings Pty Limited Body Corporate
Australia
100%
Australian
Regional Hardrock Dandy Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock Dandy Unit Trust
Trust
Australian
Regional Hardrock Forbes Unit Trust
Trust
Australian
Regional Hardrock Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock Unit Trust
Trust
Australian
Regional Hardrock Yatala Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Hardrock Yatala Unit Trust
Trust
Australian
Regional Precast Australia Pty Limited
Body Corporate
Australia
100%
Australian
Regional Quarries Australia Pty Limited
Body Corporate
Australia
100%
Australian
Regional Quarries Carrington Holdings Pty
Limited
Body Corporate
Australia
100%
Australian
Regional Quarries Carrington Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Quarries Carrington Unit Trust
Trust
Australian
Regional Quarries Riviera Unit Trust
Trust
Australian
158
MAAS GROUP HOLDINGS LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
158
Body Corporate
Entity Name
Entity Type
Place Formed/
Country of
Corporation
Ownership
Interest
Tax Residency
%
Regional Quarries South East Resources
Holdings Pty Limited
Body Corporate
Australia
100%
Australian
Regional Quarries South East Resources Pty
Limited
Body Corporate
Australia
100%
Australian
Regional Sands (Dubbo) Pty Limited*
Body Corporate
Australia
100%
Australian
Regional Sands Dubbo Unit Trust
Trust
Australian
S Maas Investments Pty Limited
Body Corporate
Australia
100%
Australian
Sand Quarries Australia Pty Limited
Body Corporate
Australia
100%
Australian
Schwarz Excavations Pty Limited
Body Corporate
Australia
100%
Australian
South East Resources Unit Trust
Trust
Australian
Southlakes Child Care Centre No1 Pty Limited*
Body Corporate
Australia
100%
Australian
Southlakes Child Care Centre No1 Unit Trust
Trust
Australian
Spacey Pty Limited
Body Corporate
Australia
100%
Australian
Spacey Storage Pty Limited
Body Corporate
Australia
100%
Australian
Stanaway Pty Limited
Body Corporate
Australia
100%
Australian
VMS Engineering Co
Body Corporate
Vietnam
100%
Vietnam
*
The entity is a Trustee of a trust within the consolidated entity.
159
MAAS GROUP HOLDINGS LIMITED
DIRECTORS' DECLARATION
30 JUNE 2024
159
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 2024 and of its performance for the financial year ended on that date;
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable;
●
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed
Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the
deed of cross guarantee described in note 40 to the financial statements; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
___________________________
___________________________
Stephen G Bizzell
Wesley J Maas
Chairman
Managing Director and Chief Executive Officer
21 August 2024
Brisbane
160
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 2024, 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 material accounting policy information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year 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.
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.
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
161
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 2024 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 and the satisfaction of
performance obligations
•
Assessing the adequacy of the Group's disclosures
within the financial statements.
Business combinations
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to
business combinations are included in Note
38.
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.
During the year ending 30 June 2024,
management finalised the business
combination calculations from the prior year
provisional accounting estimates in relation
to the business combination undertaken
during the year ended 30 June 2023. 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 adjustments to prior year
provisional fair values including review of advice
management received from external specialists
•
Evaluating management’s assessment of the fair
value of the consideration paid/payable
•
Evaluating management’s assessment of the
identifiable assets and liabilities acquired
•
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
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.
162
Key audit matter
How the matter was addressed in our audit
•
Reviewing and challenging management’s
assumptions in respect of the probability of
occurrence linked to financial hurdles and non-
financial hurdles, at initial recognition
•
Assessing the adequacy of the Group's disclosures
of the acquisitions.
Investment Properties
Key audit matter
How the matter was addressed in our audit
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 internal or
external valuations for all investment properties
held at year end
•
Where an external valuation was relied upon by
management, assessing the professional
competence and objectivity of the valuer and
evaluating the appropriateness of the methods and
assumptions used
•
Where an internal valuation was relied upon by
management, assessing the competence and
capability of the preparer and evaluating the
appropriateness of the methods and assumptions
used
•
Engaging with internal experts on the valuation
methods adopted, assumptions used, and
conclusions reached for a sample of internal and
external valuations
•
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.
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.
163
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 2024, 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.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error; and
ii)
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
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.
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.
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Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 60 to 71 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of MAAS Group Holdings Limited, for the year ended 30 June
2024, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
T R Mann
Director
Brisbane, 21 August 2024
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.
165
MAAS GROUP HOLDINGS LIMITED
SHAREHOLDER INFORMATION
AS AT 07 AUGUST 2024
165
The shareholder information set out below is current as at 07 August 2024.
DISTRIBUTION OF EQUITABLE SECURITIES
Analysis of number of equitable security holders by size of holding:
Ordinary Shares
Number of
Holders
Number of
Fully Paid Shares
% of Total
Securities Issued
1 to 1,000
1,508
668,738
0.20
1,001 to 5,000
1,219
3,175,589
0.97
5,001 to 10,000
348
2,670,032
0.81
10,001 to 100,000
441
11,634,155
3.55
100,001 and Over
101
309,775,797
94.47
3,617
327,924,311
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
Number Held
% of Total
Shares Issued
W & E MAAS HOLDINGS PTY LTD
62,104,485
18.94
MRS EMMA MARGARET MAAS
41,349,267
12.61
CITICORP NOMINEES PTY LIMITED
30,291,988
9.24
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
29,978,243
9.14
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
29,066,918
8.86
MR WESLEY JOHN MAAS
15,409,065
4.70
W & E MAAS INVEST PTY LTD
14,257,703
4.35
DJ PORTER HOLDINGS PTY LTD
6,845,536
2.09
BNP PARIBAS NOMINEES PTY LTD
6,014,470
1.83
MRS LEESA ROOKE
4,853,986
1.48
ROOKHARP INVESTMENTS PTY LIMITED
4,824,023
1.47
S MAAS VENTURES 2 PTY LTD
4,769,397
1.45
NETWEALTH INVESTMENTS LIMITED
4,644,631
1.42
WILSLAY PTY LTD
4,366,728
1.33
NATIONAL NOMINEES LIMITED
4,290,888
1.31
MR THOMAS PAUL CAVANAGH
3,706,524
1.13
MR DAVID MICHAEL ROOKE
3,204,490
0.98
DAVID JAMES PAYNE
2,752,500
0.84
DUBSVEGAS PTY LTD
2,392,188
0.73
UBS NOMINEES PTY LTD
2,244,360
0.68
Total
277,367,390
84.58
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MAAS GROUP HOLDINGS LIMITED
SHAREHOLDER INFORMATION
AS AT 07 AUGUST 2024
166
SUBSTANTIAL HOLDERS
Substantial holders in the company are set out below:
Ordinary Shares
Number Held
% of Total
Shares Issued
W & E MAAS
173,381,789
52.87
VOLUNTARY ESCROW
Shares subject to voluntary Escrow are set out below:
Ordinary Shares
Number Shares
Date Escrow Period Ends
148,148
16 August 2024
64,209,495
31 August 2024
365,987
31 May 2025
678,750
31 August 2025
600,000
29 September 2025
66,002,380
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.
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