Annual Report
2024
DIRECTORS
Michael Arnett
Chairman and Non-Executive Director
Julian Pemberton
Chief Executive Officer and
Managing Director
Jeff Dowling
Non-Executive Director
Fiona Murdoch
Non-Executive Director
David Joyce
Non-Executive Director
(Appointed 19 March 2024)
Adrienne Parker
Non-Executive Director
(Appointed 13 May 2024)
Peter Johnston
Former Non-Executive Director
(Retired 28 November 2023)
COMPANY SECRETARY
Kim Hyman
REGISTERED OFFICE
181 Great Eastern Highway
Belmont WA 6104
Telephone:
+61 8 9232 4200
Facsimile:
+61 8 9232 4232
AUDITOR
Deloitte Touche Tohmatsu
Tower 2
Brookfield Place
Level 9
123 St Georges Terrace
Perth WA 6000
SHARE REGISTRY
Link Market Services Limited
Level 4 Central Park
152 St Georges Terrace
Perth WA 6000
Telephone:
+61 1300 554 474
Facsimile:
+61 2 8287 0303
ASX CODE
NWH – NRW Holdings Limited
Fully Paid Ordinary Shares
nrw.com.au
CORPORATE
REGISTRY
NRW HOLDINGS | ANNUAL REPORT 2024
1
RCR Mining Technologies, Bunbury Workshop
03
04
04
05
05
About This Report
About Us
Our Growth Journey
Purpose, Vision & Values
Our Capability
08
11
13
06
CEO Review of Operations
CFO Finance Report
Financial Statements
Chairperson’s Message
CONTENTS
PAGE
2
NRW HOLDINGS | ANNUAL REPORT 2024
ANNUAL REPORT 2024
This Annual Report (Report) discloses a summary
of NRW’s operations, activities and performance
information for the financial year 1 July 2023 to
30 June 2024 (FY24).
This Report forms part of NRW’s Annual Reporting Suite
through which the Company communicates the value
created for its stakeholders – including shareholders,
clients, employees and the communities in which we
operate. This Report can be read in conjunction with
the other documents in NRW’s Annual Reporting Suite
and other periodic announcements lodged with the
Australian Securities Exchange (ASX), including the
Annual Financial Statements, all of which are available
on the NRW website (nrw.com.au) and the ASX platform.
NRW Holdings Limited (ACN 118 300 217) is the parent
entity of the NRW group of companies, and its shares
are listed on the ASX (ASX Code: NWH). In this Report,
unless otherwise stated, references to ‘NRW’, ‘we’, ‘our’,
the ‘Company’ or ‘NRW Group’ refer to NRW Holdings
Limited and its wholly-owned subsidiaries listed on page
87 – 88 of NRW’s Annual Financial Statements for
the year ended 30 June 2024 (2024 Annual Financial
Statements) released to the ASX on 15 August 2024.
To the extent this Report contains certain ‘forward-
looking statements’ and comments about future events
(including projections, guidance on future earnings
and estimates) these statements are provided as a
general guide only and should not be relied upon as
an indication or guarantee of future performance.
Such statements by their nature involve known and
unknown risks, uncertainty and other factors, many of
which are outside the control of NRW. As such, undue
reliance should not be placed on any forward-looking
statement and no representation or warranty is made
by any person as to the likelihood of achievement or
reasonableness of any forward-looking statements,
forecast financial information or other forecast. Similarly,
past performance should not be relied upon (and is
not) an indication of future performance. It represents
NRW’s historical financial position at a specific date (and
reference should be had to the full accounts released to
ASX from which it is derived).
Unless otherwise stated, financial information in this
report is presented on the basis described in the 2024
Annual Financial Statements – Basis of Preparation
on page 53, and monetary amounts in this Report are
expressed in AUD dollars.
OUR ANNUAL REPORTING SUITE
You can view all documents of the NRW Holdings
Limited’s Annual Reporting Suite on the nrw.com.au
website.
ABOUT
THIS REPORT
NRW Civil & Mining and Action Drill & Blast team, Mt Webber
Annual Report
Corporate Governance
Statement
Modern Slavery
Statement
Sustainability Report
3
NRW HOLDINGS | ANNUAL REPORT 2024
OFI added process controls, electrical, instrumentation
design, switchboard/panel manufacture and consultation
capability, together with an entry to Defence contracting.
Acquired HSE Mining equipment and personnel,
delivering mining services for Stanmore at South
Walker Creek.
Primero added significant process design, construction
and Operations and Maintenance (O&M) capability to
establish our Minerals, Energy & Technologies pillar.
Established mining technologies and maintenance
capability. Platform for growth across OEM products
and fixed plant maintenance.
Increased exposure to east coast civil infrastructure,
urban and mining markets.
BGC Contracting significantly enhanced NRW’s ability to
participate as a large construction partner in public works
projects. DIAB Engineering added maintenance, fabrication,
construction and shutdown capability.
New Capabilities and Markets
OFI Acquisition
Increased Workforce
HSE Mining Acquisition
Added Significant EPC Capabilities
Primero Acquisition
Increased Capabilities
RCR Mining Technologies Acquisition
Geographic Expansion
Golding Acquisition
Increased Scale and Capabilities
BGC Contracting and
DIAB Engineering Acquisition
OUR GROWTH
JOURNEY
2023
2024
2021
2019
2017
2019
Founded in 1994, NRW has grown to be a leading
diversified provider of world-class service and
product solutions to the resources and infrastructure
sectors. The Company specialises in delivering
engineering, manufacturing, construction, operations
and maintenance services across Australia and North
America. With a reputation for excellence, we create
value by forming meaningful partnerships with industry
leaders who value safety, quality and dependability.
Our end-to-end capability allows us to deliver value
across a project or asset’s entire lifecycle. With full
Engineering, Procurement and Construction (EPC) and
Original Equipment Manufacturer (OEM) capability,
NRW provides innovative and effective technical design,
in addition to manufacturing our own products we take
to market. We work with top-tier clients to deliver civil
construction projects with diversification across various
sectors, including renewable energy and resource
projects. Our operations services encompass mining,
mineral processing plants and materials handling across
a range of commodities and includes shutdown services.
We offer specialist Electrical and Instrumentation (E&I)
design and construction services, maintenance services
for mobile equipment and plant maintenance for heavy
equipment. Across all capabilities, safety remains our
highest priority as we work to deliver to the highest
industrial safety standards.
Guided by shared values, our business has fostered a
strong workplace culture built around trust. This culture
has sparked our entrepreneurial spirit and created a
workplace that is conducive to innovative thinking. We
care for our people, and enable safe, respectful and
inclusive workplaces.
As a business, we are always looking ahead, continuing
to innovate beyond our core vision. Through our
dedication to operating excellence, meeting customer
needs and caring for our people, we are committed to
delivering returns to shareholders over the long term.
Together, our eyes are on the future.
ABOUT US
NRW Civil & Mining, Karara Mining
4
NRW HOLDINGS | ANNUAL REPORT 2024
OUR CAPABILITY
DIAB Engineering team, Geraldton Workshop
• National infrastructure prequalifications
R5, B4, F150+
• Roads and bridges
• Public / defence infrastructure
• Rail formations
• Mine development
• Bulk earthworks
• Renewable energy projects
• Airstrips
• Commercial and residential subdivisions
• Whole of mine management
• Mine development
• Load and haul
• Coal handling preparation plants
• Mine site rehabilitation
• Full scope drill and blast
• Explosives supply and management
• Maintenance services
• Mobile equipment maintenance
• Service vehicle manufacture and sales
• Full EPC capability
• Apron, belt and hybrid feeders
• Materials handling specialists
• Build Own Operate
• Structural, mechanical and piping work
• Maintenance services
• Process controls
• E&I design and construction
• Non-process infrastructure
• Routine preventative maintenance and shutdowns
• Offsite repairs and fabrication services
• Product support, spare parts and service
• Heat treatment
• Switchboard / panel manufacture
Civil
NRW Civil
Golding Civil
Golding Urban
Mining
NRW Mining
Golding Mining
Action Drill & Blast
AES Equipment Solutions
Minerals, Energy
& Technologies
Primero
RCR Mining Technologies
DIAB Engineering
OFI
PURPOSE, VISION & VALUES
Safety & Wellbeing
The safety and wellbeing of our people is our
first priority.
We think and act safely at all times.
Teamwork & Collaboration
We achieve great outcomes by working together.
We embrace diversity and a culture where everyone
feels part of the team.
Loyalty & Integrity
We value long-term relationships built on trust.
Our word is our bond.
Excellence
We strive to continuously improve.
We encourage our people to grow.
Entrepreneurial Spirit
We pursue opportunities to strengthen our business.
We support our people to unlock innovative solutions.
Our Values
Our Vision
To be the leading
diversified provider
of world-class service
and product solutions
to the resource and
infrastructure sectors.
Our Purpose
We exist to deliver a
satisfactory return to
shareholders over the
long term through
operating excellence,
meeting customer
needs and caring for
our people.
5
NRW HOLDINGS | ANNUAL REPORT 2024
As Chairperson of NRW Holdings, and on behalf
of the Board, I am pleased to present this year’s
Annual Report.
We saw some changes to the NRW Board during FY24.
Peter Johnston retired as Non-Executive Director prior
to the Annual General Meeting in November 2023.
We extend our sincere thanks to Peter for his dedication
and significant contributions during his seven years of
service. Additionally, we are pleased to welcome David
Joyce and Adrienne Parker as new Non-Executive
Directors. We look forward to their valuable contributions
to the Board.
OUR PERFORMANCE
In FY24, the Group achieved another record year for
both revenue and earnings. This success was coupled
with continued improvement in safety outcomes,
alongside enhanced operational performance across
the organisation. This is another outstanding outcome
for the business and our shareholders, as the Company
continues to deliver above expectations.
Our growth was driven by increased activity across all
operational segments, with several new contract awards
and extensions of existing agreements. Favourable
market conditions supported a more consistent flow of
contract awards compared to the previous year, which
had been impacted by weather and client delays.
All operational segments benefited from these improved
conditions leading to a 9.2% increase in revenue
compared to FY23, as well as higher earnings and
profitability year-on-year. Normalised Net Earnings rose
by 18.6% to $123.8 million, up from $104.4 million in
FY23, reflecting these favourable trends.
This performance highlights our ongoing commitment
to the disciplined execution of our growth strategy. In
line with this strategy and during the financial year, our
wholly-owned subsidiary Golding finalised an agreement
to acquire the mining services contract, associated fleet,
and the transfer of employees from HSE Mining Pty
Ltd at Stanmore Resources Limited’s South Walker
Creek mine. Valued at $85 million (less assumed
employee liabilities and other closing adjustments),
the transaction was primarily funded through NRW’s
asset finance facilities, with financial close completed on
1 August 2024.
PURPOSE, VISION AND VALUES
Earlier this year, NRW Holdings undertook a
comprehensive project to review our corporate
purpose, vision and values. Our primary objective
was to align these elements with our corporate strategy
and lead our businesses under a common purpose.
Our purpose is to deliver a satisfactory return to
shareholders over the long term through operating
excellence, meeting customer needs and caring for
our people. Our vision is to be the leading diversified
provider of world-class service and product solutions
to the resource and infrastructure sectors. Our core
values are safety and wellbeing, teamwork and
collaboration, loyalty and integrity, excellence and
entrepreneurial spirit.
We believe our purpose, vision and values provide clear
direction and alignment across our business to ensure
we continue to deliver on our strategic objectives for the
benefit of our shareholders.
OUR PEOPLE
Our people are our greatest asset and their dedication
has been central to our success over the past year. We
reported zero fatalities and achieved a further reduction
in the Total Recordable Injury Frequency Rate (TRIFR)
to 4.42, down from 5.00 in FY23. This reflects our
commitment to safe project delivery and the valuable
contributions of everyone across the organisation.
Despite ongoing challenges in the labour market, NRW
has remained competitive in attracting and retaining
a highly skilled workforce. As at 30 June 2024, our
headcount stood at 7,400, up from 7,200 in FY23.
With the addition of new team members following the
HSE acquisition at the South Walker Creek project, our
workforce now totals approximately 8,000.
Through continuous education and development
initiatives, NRW remains committed to fostering a
workplace that is safe, respectful and inclusive. We
recognise the value of diverse perspectives and the
importance of positive workplace interactions. As
always, our work in this area continues to be a focus
and one of the highest priorities for our teams.
CHAIRPERSON’S
MESSAGE
6
AES Equipment Solutions team, Hazelmere Workshop
NRW HOLDINGS | ANNUAL REPORT 2024
Pilgangoora P680 Expansion , Primero
CHAIRPERSON’S
MESSAGE CONTINUED
SUSTAINABILITY
In FY24, NRW continued to advance its environmental,
social and governance (ESG) performance, with a strong
focus on reducing the Group’s carbon footprint and
embedding sustainability into core business processes.
Operating our business sustainably is a key objective
for the Company as we continue to progress our work
in this area.
I would encourage you to read our standalone
Sustainability Report for FY24 which expands on
the information provided in this Annual Report. The
standalone Sustainability Report details the ESG
initiatives we are undertaking and how they benefit
NRW, our clients and the community.
FINAL DIVIDEND PAYMENT
Disciplined capital management remains a priority,
and NRW is committed to paying dividends in line
with the Company’s policy. The Board is pleased to
declare a final fully franked dividend of 9.0 cents per
share, following an interim fully franked dividend of
6.5 cents per share. This brings the total FY24 dividend
to 15.5 cents per share, 11.1% up on FY23, on a
comparable franked basis.
In closing, on behalf of the Board, I would like to extend
our thanks to our Managing Director and CEO, Jules
Pemberton, for his leadership in achieving another
outstanding result. We also express our gratitude to our
clients, employees and shareholders for their ongoing
commitment and contribution in making FY24 another
positive year for the Company.
Michael Arnett
Chairperson, NRW Holdings Limited
Success was coupled with
continued improvement in
safety outcomes, alongside
enhanced operational
performance across the
organisation.
7
NRW HOLDINGS | ANNUAL REPORT 2024
CEO REVIEW
OF OPERATIONS
I am proud to share NRW Holdings’ operational review
for the financial year ended 30 June 2024.
I want to start by expressing my appreciation to our
valued workforce. Their dedication and hard work have
been crucial in delivering safe and profitable projects
throughout the year.
Our growth this year was driven by increased activity
across all three operational segments, including
securing several new contracts and extensions to
existing contracts. The positive FY24 result was
achieved during a period of increased volatility in some
commodity prices. As a business, we see the benefit
of portfolio diversity as an important element in our
strategic plan as we continue to deliver strong results
throughout these commodity cycles.
FINANCIAL YEAR HIGHLIGHTS
In the Group’s 30-year history, this has been a record-
breaking year for us. Below are some financial
highlights:
• Revenue $2.9 billion, up 9.2% on FY23;
• EBITDA $334.8 million, up 15.9% on FY23;
• EBITA $195.1 million, up 17.4% on FY23 at a
6.7% margin;
• NPATN $123.8 million, up 18.6% on FY23;
• Cash holdings of $246.6 million, 94.9% conversion;
• Normalised EPS 27.3 cps, up 17.7% on FY23;
• Strong order book of $5.5 billion, inclusive of repeat
business;
• Pipeline of near-term prospects is very solid at
$16.4 billion, with $5.5 billion of active tenders; and
• Fully franked final dividend of 9.0 cents per share, total
FY24 dividend 15.5 cents per share up 11.1% pcp
(on a comparable franked basis), 57.0% payout ratio.
2020
2021
2022
2023
2024
$140.9M
$120.6M
$146.7M
$166.3M
$195.1M
EBITA
Headcount
2020
2021
2022
2023
2024
$2,913M
$2,004M
$2,222M
$2,367M
$2,667M
Statutory Revenue
OFI team, WElshpool Office
Our business model spans
geographies, commodities,
clients and services, allowing
us to spread and manage risk
while focusing on accessing
future opportunities.
KCGM Growth Project, Primero
2020
2021
2022
2023
2024
After HSE
Acquisition
7,053
6,376
7,000
7,200
7,400
8,000
8
NRW HOLDINGS | ANNUAL REPORT 2024
SEGMENT PERFORMANCE
Our diverse range of businesses service the resources
and infrastructure sectors. Our business model spans
geographies, commodities, clients and services,
allowing us to spread and manage risk while focusing
on accessing future opportunities. Business activities
are conducted primarily in Australia, with engineering
operations in Canada and the USA.
NRW comprises three reportable segments which are
Civil, Mining and Minerals, Energy & Technologies
(MET). Our consistent operational performance has
been delivered despite skilled labour shortages and
volatility in some commodity prices that have presented
challenges for our clients. I am pleased to say that
notwithstanding these challenges, NRW has continued
to execute its strategy, which has delivered another solid
financial and operational result for the year across all
three of our segments.
Civil
Revenue in the Civil segment increased by 19.6%
from the previous year, driven by strong demand. This
growth was seen across all sectors, and the increased
workload led to improved profitability of 4.5% as we
utilised capacity and spread overheads over a larger
revenue base.
This year, the Civil segment successfully completed
FMG’s Christmas Creek Hall Hub project, while work
on Rio Tinto’s Gudai-Darri Solar Farm moved into
testing, commissioning and ramping up phases. The
ongoing Pilbara iron ore replacement and sustaining
capital cycle continues to support a strong pipeline of
mine developments, expansions and upgrades. We
have been included in Early Contractor Involvement
(ECI) work for major clients, helping shape projects and
positively positioning ourselves for future opportunities.
In Western Australia, we secured four new sustaining
capital projects in the Pilbara for Rio Tinto, covering
two sites at West Angelas, Paraburdoo and Coastal
Water Supply.
In the public infrastructure space in WA, we were named
preferred contractor for the Reid Highway Interchanges
project in early 2024. Jointly funded by the Federal and
WA State Governments, this project will contribute to
our FY25 and FY26 results, with work expected to start
late 2024. A visible pipeline of further public sector
projects and tenders is in progress.
In Queensland, ongoing public infrastructure projects,
flood remediation efforts, a resilient housing market and
preparations for the 2032 Brisbane Olympics all signal
continued growth opportunities for the segment.
Mining
Despite uncertainty in some commodity markets,
notably lithium, our Mining segment continued its growth
trajectory. In a year with relatively normal weather,
revenue grew by 5.8%, and earnings increased by
7.1%. This includes $8.1 million of profit from the sale
of shares in Spartan Resources, which were issued as
partial payment for our mining services.
Contract highlights include:
• CS Energy, four-year $245 million extension at the
Kogan Creek Mine;
• Batchfire Resources, $52 million blasthole drilling
services contract at Callide Mine; and
• A $160 million variation to Golding’s five-year mining
services agreement at the Jellinbah East Mine.
Prior to year-end, Golding executed an agreement to
acquire the mining services contract, associated fleet
and transfer of the employees of HSE Mining Pty Ltd
that are operating at Stanmore Resources Limited’s
South Walker Creek Mine. This acquisition delivers
an existing mining services contract that will generate
approximately $250 million of revenue over the
remaining term to August 2025.
Our Karara and Mt Webber contracts performed above
expectations, with volumes exceeding targets and
additional scope added by clients. Meanwhile, Talison
Lithium and Arcadium Lithium scaled back production
due to declining market prices. This, however, had
minimal impact as we successfully renegotiated rates
and deferred capital spending on these projects.
Action Drill & Blast (ADB) and AES Equipment Solutions
(AES) both saw growth, with ADB growing third-party
revenue and AES expanding their operations and
securing a new location to meet customer demand.
Minerals, Energy & Technologies
MET revenue increased by 8.6% compared to
FY23, with profitability improving to 5.8%. Whilst the
performance of one of the MET businesses did not meet
expectations this year, we continue to see a number of
innovative initiatives underway that reinforce our growth
prospects for this segment.
Primero delivered strong results this year driven by
projects including the Mount Holland lithium concentrator
for Covalent Lithium, the Western Range NPI project for
Rio Tinto and the KCGM Fimiston project in Kalgoorlie.
CEO REVIEW OF OPERATIONS CONTINUED
CEO REVIEW OF
OPERATIONS
CONTINUED
RCR faced challenges due to delayed contract awards,
but its support, maintenance and heat treatment
divisions met expectations. This underperformance
led to a cost restructure and strategic shift within the
business, including overhead cost reductions and a
focus on OEM product sales. As these changes take
effect, we expect to see an improvement in profitability
in FY25.
DIAB had a record year, completing contracts for Lynas
Rare Earths and securing new work for the Mt Weld
expansion project.
OFI’s integration into the Group is complete, with
projects now incorporating its enhanced capabilities.
PEOPLE & SAFETY
Our people are always our highest priority. Despite
a competitive labour market, we have successfully
maintained a skilled workforce, growing our headcount
from 7,200 in FY23 to 7,400 as at 30 June 2024.
Following the acquisition of HSE in August 2024, our
workforce now totals approximately 8,000.
Our health and safety focus resulted in another fatality-
free year, with a Total Recordable Injury Frequency
Rate of 4.42, down from 5.00 in FY23. Reinforcing
our commitment to safety is the Group’s Critical
Risk Management Program, which is our key fatality
prevention program. The first phase of the program is
being rolled out across the business and has received
positive feedback from both our employees and clients.
Further rollouts are planned in FY25.
We have made substantial investments in leadership
training to develop teams capable of safely delivering
high-quality projects for our clients. We are proud to
support 188 apprentices, 66 graduates, 64 trainees,
20 undergraduates, two interns and six students on
work placements. Many of our team members are also
engaged in formal training and leadership courses,
reflecting our commitment to developing a capable and
resilient workforce.
Diversity and equality are key to our success and
innovation. We are dedicated to creating an environment
where everyone feels safe and can thrive. This year, we
focused on psychosocial safety, rolling out a Group-
wide standard and reporting process in line with Work
Health and Safety Acts.
Action Drill & Blast team, Greenbushes
As the business goes
into its 30th year, it is
timely to reflect on the
success and growth
achieved through
the hard work and
commitment of our
people.
9
NRW HOLDINGS | ANNUAL REPORT 2024
The innovation initiatives
underway within MET
are expected to enhance
future competitiveness and
potentially deliver major new
sources of income beyond
direct contracting.
DIAB Workshop Robot, Geraldton Workshop
CLIMATE & ENVIRONMENT
We are committed to reducing our carbon footprint and
integrating sustainability into our operations.
Across the business, we have been focused on reducing
our carbon footprint through actively installing renewable
energy systems across our facilities to minimise
emissions associated with electricity consumption.
This includes the installation of solar panels and other
renewable energy technologies to reduce reliance
on grid electricity. Where appropriate, we have also
transitioned our light vehicle fleet to hybrid or electric
vehicles to lower fuel consumption.
As a business, we are also leveraging opportunities
presented by the evolving global climate agenda through
the provision of new product and service offerings,
such as the AES business which manufactures battery
electric vehicle bodies for clients.
The Company has appropriate systems in place for the
management of its environmental requirements and
is not aware of any breaches of those environmental
requirements as they apply to the operations of
the Group.
OUTLOOK
The total Group pipeline currently stands at $16.4 billion,
including $5.5 billion in active tenders. The outlook
remains very positive with a strong order book of
$5.5 billion, including repeat business.
The macro drivers of resources and public infrastructure
expenditure support a favourable outlook for the Civil
segment. We are also presently working on tenders
and ECI projects for iron ore replacement tonnage
developments. These are major capital projects that the
tier one miners are progressing to deliver replacement
tonnage for depleting existing mines. These new
ore body developments typically require mine site
infrastructure such as haul roads, tailing storage
facilities, rail formations, ore handling and loading
infrastructure, utilities, warehousing, maintenance
and refuelling facilities, all of which the Civil and MET
segments have successfully delivered in the past.
Significant portfolios of mine development work
across new projects and sustaining capital have been
announced by client organisations and are being
released to the market. NRW has secured or is preferred
for a number of these and is well-positioned to secure
ongoing work, with nearly all of FY25’s revenue in the
Mining segment secured through contracts.
The diversity of MET capabilities, combined with the
Group’s core civil and mining skills, now enables
NRW to offer comprehensive outsourced solutions
for greenfields resource developments. This includes
mine development, mining operations, process plant
design and construction, materials handling, operations
and maintenance services. We are currently exploring
potential early stage opportunities for outsourced project
development with specific clients, with expectations that
these discussions will advance to the ECI phase in the
coming months.
The innovation initiatives underway within MET are
expected to enhance future competitiveness and
could also potentially deliver major new sources of
income beyond direct contracting.
For FY25, revenue is expected to be circa $3.1 billion,
and earnings (EBITA) are expected to be between
$205 million and $215 million. Cash and gearing are
expected to be consistent with long-term averages.
This is a very positive outlook for the business and
positions us well for continued growth over the short
to medium term.
In closing, I would like to again thank the committed
teams across the Group for their dedication and effort.
As the business goes into its 30th year, it is timely
to reflect on the success and growth achieved
through the hard work and commitment of our
people, and I look forward to sharing and celebrating
this milestone with you all. I also extend my gratitude
to my fellow directors, shareholders and stakeholders
for their continued support.
Jules Pemberton
CEO and Managing Director,
NRW Holdings Limited
CEO REVIEW OF OPERATIONS CONTINUED
10
NRW HOLDINGS | ANNUAL REPORT 2024
FY24
FY23
Revenue
Earnings
Revenue
Earnings
$M
$M
$M
$M
Total Revenue / EBITDA
2,913.0
334.8
2,667.1
288.8
Depreciation and Amortisation
(139.7)
(122.5)
Operating EBIT / EBITA
195.1
166.3
Amortisation of Acquisition Intangibles
(5.9)
(5.9)
Non-recurring Transactions
(28.1)
(18.3)
EBIT
161.1
142.1
Net Interest
(18.3)
(17.2)
Profit before Income Tax
142.8
124.9
Income Tax Expense
(37.7)
(39.3)
Net Earnings
105.1
85.6
NPATN
123.8
104.4
I am delighted to share our financial results for FY24,
which marks my second year with NRW.
NRW achieved revenues of $2,913.0 million, up 9.2%
from $2,667.1 million in FY23. This growth was driven
by increased activity across all three of our operational
segments, supported by new contract awards and
extensions of existing agreements.
This higher revenue led to an EBITA of $195.1 million,
representing a 17.4% increase from FY23 ($166.3
million). Alongside increased client activity, improved
weather conditions compared to the previous year
significantly boosted productivity across the Group’s
mining operations.
All operating segments benefited from improved market
conditions, delivering stronger earnings and better
profitability than the year before.
Depreciation and amortisation was $145.6 million, a
13.3% increase on the previous year, reflecting recent
capital investments in the Group’s fleet. Additionally,
interest costs rose due to these fleet investments and
the higher marginal costs of financing new equipment.
Normalised Net Earnings (NPATN) increased by 18.6%
to $123.8 million compared to $104.4 million in FY23,
reflecting the overall favourable conditions.
Below is a summary of key financial performance
metrics for the current financial year compared to last
year:
CFO FINANCIAL
REPORT
All operating segments
benefited from improved market
conditions, delivering stronger
earnings and better profitability
than the year before.
NRW Civil & Mining, Intelligence Freeway Alliance
11
NRW HOLDINGS | ANNUAL REPORT 2024
BALANCE SHEET, OPERATING CASH
FLOW & CAPITAL EXPENDITURE
The Group’s cash balance at year-end stood at
$246.6 million, an 8.4% increase from the opening
balance 12 months earlier. We remained compliant
with all banking covenants throughout the year, including
as at 30 June 2024.
Debt repayments for the year totalled $101.4 million,
with $73.2 million relating to asset finance, all in line
with agreed terms. Net debt reduced to $78.8 million,
down from $84.3 million at 30 June 2023, with headline
gearing also decreasing to 12.1%.
Shareholder returns included a final fully franked
dividend for FY23 of 8.0 cents, paid in October 2023,
and an interim fully franked dividend for FY24 of
6.5 cents, paid in April 2024. Total dividend payments
for the year were $65.7 million.
Our investments decreased following the sale of our
entire shareholding in Spartan Resources Limited
(formerly Gascoyne) (ASX: SPR).
NRW’s wholly-owned subsidiary, Golding, finalised an
agreement to acquire the mining services contract,
associated fleet, and employees from HSE Mining
Pty Ltd at Stanmore Resources Limited’s South
Walker Creek mine. The transaction, valued at
$85 million (less assumed employee liabilities and other
adjustments), was primarily funded through NRW’s
asset finance facilities, with financial close completed on
1 August 2024.
We also renegotiated our secured debt facilities,
bringing in two additional tier-one banks, giving us
access to a total of four banks to support our funding
needs. The new debt facilities, which are committed
for a multi-year evergreen term, offer significantly
better commercial terms and pricing. The total value
of available debt facilities increased from $260 million
to $450 million, allowing for future growth initiatives.
Transaction documents were signed on 7 August 2024,
with financial close occurring on 24 August 2024.
A summary of the balance sheet at the end of the
current financial year, compared to last year, is provided
below:
FY24
FY23
$M
$M
Cash
246.6
227.6
Financial Debt
(279.8)
(260.4)
Lease Debt
(45.7)
(51.5)
Net Debt
(78.8)
(84.3)
Property, Plant and Equipment
554.2
491.0
Right-of-use Assets
39.3
44.9
Working Capital
25.2
8.9
Investments
4.4
26.9
Current Net Tax Liabilities
(0.7)
(0.3)
Deferred Net Tax Liabilities
(98.6)
(90.4)
Net Tangible Assets
445.0
397.0
Intangibles and Goodwill
207.6
213.1
Net Assets
652.6
610.1
Gearing
12.1%
13.8%
Gearing Excl. Lease Debt
5.1%
5.4%
It is an exciting time to be part of NRW as we continue to grow and evolve, leveraging our strong financial position.
I would like to thank Jules and the NRW Board for their ongoing support.
Richard Simons
CFO, NRW Holdings Limited
CFO FINANCIAL REPORT CONTINUED
The MET business
has a diversified
portfolio of projects
across the iron ore,
gold, rare earths
and battery critical
minerals sectors.
Golding team, Curragh
12
NRW HOLDINGS | ANNUAL REPORT 2024
FINANCIAL STATEMENTS
CONTENTS PAGE
04
52
22
53
26
95
47
94
48
96
49
50
51
100
Directors’ Report
Consolidated Statement
of Cash Flows
Corporate Governance
and Risk Management
Notes to the Financial Statements
Remuneration Report
Shareholder Information
Auditor’s Independence
Declaration
Consolidated Entity
Disclosure Statement
Directors’ Declaration
Independent Auditor’s Report
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Appendix 4E
OFI team, Bunbury Workshop
13
NRW HOLDINGS | ANNUAL REPORT 2024
4
NRW HOLDINGS | ANNUAL REPORT 2024
The Directors present their report together with the financial statements of NRW Holdings Limited (the Company)
and of the consolidated group (also referred to as ‘the Group’), comprising the Company and its subsidiaries, for
the financial year ended 30 June 2024.
DIRECTORS
The following persons held office as Directors of NRW Holdings Limited during the financial year and up to the date
of this report:
Michael Arnett
Chairperson and Non-Executive Director
Mr Arnett was appointed as a Non-Executive Director on 27 July 2007 and appointed Chairperson on
9 March 2016.
Mr Arnett is a former consultant to, partner of and member of the Board of Directors and National Head of the
Natural Resources Business Unit of the law firm Norton Rose Fulbright (formally Deacons). He has been involved
in significant corporate and commercial legal work for the resources industry for over 20 years.
Mr Arnett has held the following directorships of listed companies in the three years immediately before the end of
the financial year:
•
Non-Executive Chairperson, Genmin Limited (Appointed 10 March 2021)
Julian Pemberton
Chief Executive Officer and Managing Director
Mr Pemberton was appointed as a Director on 1 July 2006 and appointed as Chief Executive Officer and Managing
Director on 7 July 2010.
Mr Pemberton has more than 28 years’ experience in both the resources and infrastructure sectors. He joined
NRW in 1996, and prior to his appointment as Chief Executive Officer and Managing Director, he held a number of
senior management and executive positions at NRW, including Chief Operating Officer.
Jeff Dowling
Non-Executive Director
Mr Dowling was appointed as a Non-Executive Director on 21 August 2013.
Mr Dowling has over 35 years’ experience in professional services with Ernst & Young. He has held numerous
leadership roles within Ernst & Young which focused on the mining, oil and gas and other industries.
Mr Dowling has a Bachelor of Commerce from the University of Western Australia and is a fellow of the Institute of
Chartered Accountants, the Australian Institute of Company Directors (AICD) and the Financial Services Institute
of Australasia.
Mr Dowling has held the following directorships of listed companies in the three years immediately before the end
of the financial year:
•
Non-Executive Director, S2 Resources Limited (Appointed 29 May 2015)
•
Non-Executive Director, Fleetwood Corporation Limited (Appointed 1 July 2017)
•
Chairperson and Non-Executive Director, Arrow Minerals Limited (Appointed 15 February 2024)
•
Non-Executive Director, Battery Minerals Limited (Appointed 25 January 2018, Resigned 4 September
2023)
DIRECTORS’ REPORT
5
NRW HOLDINGS | ANNUAL REPORT 2024
Fiona Murdoch
Non-Executive Director
Ms Murdoch was appointed as a Non-Executive Director on 24 February 2020.
Ms Murdoch has over 30 years’ resource and infrastructure experience, holding senior operational roles with MIM
Holdings, Xstrata Queensland and the AMCI Group.
She has extensive domestic and international experience with major projects and operations in Western Australia,
Northern Territory and Queensland, and in the United Kingdom, Germany, South America, Dominican Republic,
Papua New Guinea and the Philippines.
Ms Murdoch is a graduate of the AICD Company Director program and holds an MBA as well as an Honours degree
in Law.
Ms Murdoch has held the following directorships of listed companies in the three years immediately before the end
of the financial year:
•
Non-Executive Director, Metro Mining Limited (Appointed 11 May 2019)
•
Non-Executive Director, Ramelius Resources Limited (Appointed 1 December 2021)
•
Non-Executive Director, KGL Resources Limited (Appointed 12 June 2018, Resigned 15 October 2021)
In addition, Ms Murdoch serves on the Joint Venture Committee for the Australian Premium Iron Joint Venture and
is also Chairperson of The Pyjama Foundation, a not-for-profit organisation providing learning-based activities for
children in foster care.
David Joyce
Non-Executive Director
Mr Joyce was appointed as a Non-Executive Director on 19 March 2024.
Mr Joyce is a former mining executive with over 37 years’ experience in delivering major projects in Australia and
internationally. This experience includes delivering the required infrastructure, services, processing facilities and
initial mining developments (underground and open pit) for both greenfield and brownfield developments around
the world.
Mr Joyce graduated from the University of Adelaide with a Bachelor of Engineering (1st Class Hons.).
Mr Joyce has held the following directorship in the three years immediately before the end of the financial year:
•
Non-Executive Director, Synergy (Appointed 21 February 2024)
Adrienne Parker
Non-Executive Director
Ms Parker was appointed as a Non-Executive Director on 13 May 2024.
Ms Parker is a lawyer with over 25 years’ experience in the resources, energy and infrastructure sectors, with a
focus on major projects as well as running complex disputes.
Ms Parker has a law degree from the University of Western Australia.
Ms Parker has held the following directorships of listed companies in the three years immediately before the end
of the financial year:
•
Non-Executive Director, Fleetwood Limited (Appointed 23 August 2017)
•
Non-Executive Director, Liontown Resources Limited (Appointed 1 October 2022)
•
Non-Executive Director, Resolute Mining Limited (Appointed 20 March 2024)
DIRECTORS’ REPORT CONTINUED
6
NRW HOLDINGS | ANNUAL REPORT 2024
Peter Johnston
Former Non-Executive Director
Mr Johnston was appointed as a Non-Executive Director on 1 July 2016.
Mr Johnston retired as a Director on 28 November 2023.
Mr Johnston has served with a number of national and international companies.
Mr Johnston graduated from the University of Western Australia with a Bachelor of Arts majoring in psychology and
industrial relations. He is also a Fellow of the AICD and AusIMM.
Mr Johnston has held the following directorships of listed companies in the three years immediately before the end
of the financial year:
•
Non-Executive Director, Tronox Ltd (NYSE) (Appointed 1 August 2012)
•
Chairperson, Jervois Global Limited (Appointed 19 June 2018)
•
Non-Executive Director, Red 5 Limited (Appointed 1 July 2023)
Kim Hyman
Company Secretary
Mr Hyman was appointed to the position of Company Secretary on 10 July 2007. Mr Hyman has responsibility for
company secretarial services and co-ordination of general legal services, as well as the insurance portfolio.
Directors’ Meetings
The number of Directors’ meetings and number of meetings attended by each of the Directors of the Company
during the financial year were:
Director
Directors’
Meetings Held
Directors’
Meetings Attended
Michael Arnett
12
12
Jeff Dowling
12
12
Fiona Murdoch
12
11
Peter Johnson (Retired 28 November 2023)
7
7
David Joyce (Appointed 19 March 2024)
4
4
Adrienne Parker (Appointed 13 May 2024)
2
2
Julian Pemberton
12
12
Nomination & Remuneration Committee
The members of the Nomination & Remuneration Committee (N&RC) are Fiona Murdoch (Chairperson), Michael
Arnett and Jeff Dowling. During the 2024 financial year, two meetings of the N&RC were held with all members in
attendance. Certain responsibilities of the N&RC were also considered at board meetings as required.
Audit Committee
The Audit & Risk Committee was split during the year into the Audit Committee and the Risk Committee. The
members of the Audit Committee are Jeff Dowling (Chairperson), Fiona Murdoch and David Joyce. During the 2024
financial year, four meetings of the combined Audit & Risk Committee were held with all members at that time in
attendance. In addition, some audit matters were considered in the course of regular board meetings.
Risk Committee
The members of the newly created Risk Committee, which was established on 13 February 2024, are Adrienne
Parker (Chairperson), Jeff Dowling and David Joyce. During the 2024 financial year, one meeting of the newly
created Risk Committee was held, in addition to the previous combined committee meetings, with all members at
that time in attendance. In addition, some risk matters were considered in the course of regular board meetings.
DIRECTORS’ REPORT CONTINUED
7
NRW HOLDINGS | ANNUAL REPORT 2024
Sustainability Committee
The members of the Sustainability Committee are David Joyce (Chairperson), Michael Arnett, Fiona Murdoch and
Adrienne Parker. During the 2024 financial year, two meetings of the Sustainability Committee were held with all
members at that time in attendance. In addition, some sustainability matters were considered in the course of
regular board meetings.
OPERATING AND FINANCIAL REVIEW
Principal Activities
NRW is a leading provider of diversified contract services to the resources and infrastructure sectors.
With extensive operations across all of Australia and engineering offices in Canada and the USA, NRW’s
geographical diversification is complemented by its ability to deliver a wide range of services.
NRW’s Civil and Mining segments provide civil construction, including bulk earthworks, road and rail construction
and concrete installation, together with contract mining and drill and blast services.
The Minerals, Energy & Technologies (MET) segment offers tailored mine-to-market solutions, specialist
maintenance (shutdown services and onsite maintenance), non-process infrastructure, innovative materials
handling solutions and complete turnkey design, construction and operation of minerals processing and energy
projects.
NRW also offers a comprehensive Original Equipment Manufacturer (OEM) capability, providing refurbishment and
rebuild services for earthmoving equipment and machinery.
NRW has a workforce of around 7,400 people supporting projects for clients across the resources, renewable
energy, infrastructure, industrial engineering, maintenance and urban subdivision sectors.
Financial Performance
A summary of the key financial performance metrics for the current financial year (FY24) is provided below with
comments on significant movements compared to the financial year ended 30 June 2023 (FY23).
NRW reported total revenue of $2,913.0 million, compared to $2,667.1 million in FY23, a 9.2% increase. The growth
during this period was driven by increased activity across all three operational segments. This resulted from several
new contract awards and extensions of existing contracts. NRW’s operations benefited from favourable market
conditions which facilitated a more consistent flow of contract awards compared to the previous fiscal year, which
had been marked by delays in new awards, particularly in the Civil segment.
The higher revenue level resulted in EBITA of $195.1 million, 17.4% higher than FY23 ($166.3 million). In addition
to increased client activity, the weather conditions during FY24 markedly improved compared to FY23, resulting in
heightened productivity across the Group's mining activities.
All operating segments benefitted from the improved market conditions delivering higher earnings and increased
profitability over the prior year.
Depreciation and amortisation was $145.6 million, 13.3% higher over the prior year, attributable to capital
investments in the Group’s fleet in recent years. Additionally, interest costs rose during this period, influenced by
the fleet investments and the higher marginal costs associated with financing new equipment.
Normalised Net Earnings (NPATN) increased by 18.6% to $123.8 million compared to $104.4 million in FY23,
reflecting these improved conditions.
DIRECTORS’ REPORT CONTINUED
8
NRW HOLDINGS | ANNUAL REPORT 2024
Financial Performance Continued
The table below summarises the financial performance for FY24 compared to FY23.
FY24
FY23
Revenue
Earnings
Revenue
Earnings
$M
$M
$M
$M
Revenue / EBITDA(1)
2,913.0
334.8
2,667.1
288.8
Depreciation and amortisation(2)
(139.7)
(122.5)
Operating EBIT / EBITA(3)
195.1
166.3
Amortisation of acquisition intangibles(4)
(5.9)
(5.9)
Non-recurring transactions(5)
(28.1)
(18.3)
EBIT
161.1
142.1
Net interest
(18.3)
(17.2)
Profit before income tax
142.8
124.9
Income tax expense
(37.7)
(39.3)
Net earnings
105.1
85.6
NPATN(6)
123.8
104.4
(1)
EBITDA is earnings before interest, tax, depreciation, amortisation of acquisition intangibles and non-recurring transactions.
(2)
Includes depreciation and amortisation.
(3)
Operating EBIT / EBITA is earnings before interest, tax, amortisation of acquisition intangibles and non-recurring transactions.
(4)
Amortisation of intangibles as part of business acquisitions.
(5)
Non-recurring transactions in FY24 included transactions relating to the Wärtsilä settlement offset by net gains on investments. In FY23,
transactions related to Gascoyne Resources and Nathan River Resources.
(6)
NPATN is Operating EBIT less interest and tax (at a 30% tax rate).
Refer to the above definitions throughout the report.
Operating Segments
NRW is comprised of three reportable segments, Civil, Mining and Minerals, Energy & Technologies (MET).
Business activities are conducted primarily in Australia, with engineering offices in Canada and the USA. The
results for each of the segments are provided below and in note 2 to these accounts. The Civil and MET segment
results have been presented at EBIT level given the current low level of capital intensity in these segments. The
Mining segment has been presented at both EBIT and EBITDA levels, recognising that this segment has
significantly higher capital intensity than the other two segments.
Commentary on the performance of each segment follows:
Civil
The Civil segment specialises in the delivery of private and public civil infrastructure projects, mine development,
bulk earthworks and commercial and residential subdivisions. Civil construction projects include roads, bridges,
tailings storage facilities, rail formations, ports, renewable energy projects, water infrastructure and concrete
installations.
Results summary ($M)
FY24
FY23
Revenue
655.5
548.0
EBIT
29.8
4.5%
20.7
3.8%
Revenue in Civil grew by 19.6% over the prior period reflecting strong demand conditions. Across the spectrum of
Civil’s capabilities, all sectors experienced strong growth in new project awards. The growth in demand-driven
revenue was accompanied by an increase in profitability to 4.5%, as excess capacity was utilised and overheads
spread over a larger revenue base.
During the period, the Civil segment successfully completed FMG’s Christmas Creek Hall Hub project, whilst work
on Rio Tinto’s Gudai-Darri Solar Farm (GDSF) entered the testing, commissioning and ramping up phase.
DIRECTORS’ REPORT CONTINUED
9
NRW HOLDINGS | ANNUAL REPORT 2024
Operating Segments Continued
The substantial multi-year Pilbara iron ore tonnage replacement and sustaining capital cycle continues to support
a visible pipeline of new mine developments, expansions and upgrades. The segment continues to undertake Early
Contractor Involvement (ECI) work for tier one clients, assisting in project development and definition, as well as
positioning for the forthcoming projects. During the year, the Civil segment in Western Australia secured four new
sustaining capital projects in the Pilbara for Rio Tinto, two at the West Angelas mine site, the Paraburdoo plant site
and recently, the Coastal Water Supply Sustaining project.
In the public sector infrastructure market in Western Australia, NRW Civil was awarded preferred proponent status
for the Reid Highway Interchanges project - Altone Road and Drumpellier Drive / Daviot Road in January 2024.
This project, jointly funded (50% each) by the Federal and Western Australian State Governments, will be an
important contributor to Group results during FY25 and FY26 with commencement expected in late 2024. There is
a visible pipeline of further public sector projects and current tenders that are being pursued.
In Queensland, the continuing public infrastructure expenditure programs, flood remediation works, resilient South
East Queensland residential market and the infrastructure programs that will precede the 2032 Brisbane Olympic
Games, support a strong outlook for continued growth opportunities.
Mining
The Mining segment specialises in mine management, contract mining, load and haul, drill and blast, coal handling
preparation plants, maintenance services and the fabrication of water and service vehicles.
Results summary ($M)
FY24
FY23
Revenue
1,524.9
1,441.0
EBITDA
259.3
17.0%
234.0
16.2%
Depreciation
(115.8)
(100.0)
EBIT
143.6
9.4%
134.1
9.3%
Mining continued its historical growth trend despite the uncertainty in specific commodity markets, most notably
lithium. In a year that experienced relatively normal weather conditions, revenue grew by 5.8% and earnings by
7.1%. This result included an $8.1 million profit from the disposal of shares held in Spartan Resources Limited
which were issued in partial satisfaction of NRW’s mining services invoices.
Key contracts awards and extensions during the year included:
•
The CS Energy, four-year $245 million extension at the Kogan Creek Mine;
•
The Arcadium Limited, three-year $332 million contract at Mt Cattlin Mine;
•
A $160 million variation to Golding’s five-year mining services agreement at the Jellinbah East Mine; and
•
A $52 million blasthole drilling services contract with Batchfire Resources at the Callide Mine.
Prior to year-end, Golding executed an agreement to acquire the mining services contract, associated fleet and
transfer of the employees of HSE Mining Pty Ltd that are operating at Stanmore Resources Limited’s South Walker
Creek Mine. This acquisition delivers an existing mining services contract that will generate approximately
$250 million of revenue over the remaining term to August 2025.
During the year, the Karara and Mt Webber mining contracts performed ahead of expectations with volumes in
excess of contract targets and additional scope added by the clients. In the second half of the year, Talison Lithium
and Arcadium Lithium announced their respective intentions to reduce mine production rates due to the reduction
in market pricing for their products. The overall impact of these client volume reductions was immaterial over the
course of the year as rates were renegotiated and capital expenditure deferred.
Action Drill & Blast delivered strong growth over the year. Importantly, the segment also grew its revenue from third-
party clients demonstrating the strong standalone capability of the drill and blast services offering.
AES Equipment Solutions (AES) business also grew in the year. In response to sustained customer demand, AES
secured a second location, relocating its service and support vehicle manufacturing activities to a larger facility.
This also freed up space for its mining fleet maintenance, refurbishment and repair business to accelerate the
delivery of client orders.
DIRECTORS’ REPORT CONTINUED
10
NRW HOLDINGS | ANNUAL REPORT 2024
Operating Segments Continued
Minerals, Energy & Technologies
The Minerals, Energy & Technologies (MET) segment includes Primero Group (Primero), RCR Mining Technologies
(RCR), DIAB Engineering (DIAB) and Overflow Industrial (OFI). Primero is a multidisciplinary engineering business
that specialises in the design, construction, operation and maintenance of global resource projects across the
mineral processing, energy and non-process infrastructure market segments. RCR is a leading Original Equipment
Manufacturer (OEM) that offers innovative materials handling design capability. DIAB is an engineering and
fabrication services provider to the metals and mining industry and provides specialist maintenance (shutdown
services and onsite maintenance), industrial engineering and construction services. OFI specialises in industrial
electrical engineering, automation, switchboard design and manufacture, instrumentation and electrical design and
construction across a number of sectors including mining and resources, government and defence, fuels and
explosives, infrastructure, utilities and industrial processing.
Results summary ($M)
FY24
FY23
Revenue
791.8
729.1
EBIT
45.5
5.8%
30.5
4.2%
MET revenue increased 8.6% from FY23. Profitability improved substantially over the prior year to 5.8% with an
improved performance in the second half of the year. The strong results delivered by the Primero and DIAB
businesses offset the below-expectations performance of the RCR business. The lower levels of sales activity in
RCR due to the delayed award of new projects and resultant under recovery of overheads, led to a restructure of
its cost base and a revised strategy to refocus the business. The profitability of the MET segment is expected to
continue to improve as the changes take effect.
Primero
The Primero business performed very well in FY24 as compared to the prior period when it was completing pre-
COVID-19 fixed-price projects. In FY24, Primero delivered a strong margin driven by the on-plan performance of
a number of key projects and contracts including:
•
The Mount Holland lithium concentrator project for Covalent Lithium which completed construction in July.
The Primero team then provided commissioning and start-up support services under a separate contract
through to December when the plant operations were fully handed over to the client’s team;
•
The Western Range NPI project for Rio Tinto, although initially delayed by site access issues, achieved
20% completion and performed in accordance with expectations;
•
The KCGM Fimiston Growth Project for Northern Star Resources, awarded in July 2023, achieved over
9% completion. This progress is ahead of plan with 115 engineering specialists dedicated to the project,
site civil works well underway and procurement activities exceeding 55% completion;
•
FMG Hall Hub for Christmas Creek achieved substantial completion in December, with final installation
and project completion imminent;
•
Pilbara Minerals project P480 was completed during the year and the follow on project P680, secured in
October, on track for completion in August 2024; and
•
Tianqi Lithium commissioning support activities continued during the year and further support packages
are under negotiation.
Primero’s North American engineering operations, whilst impacted by a reduction in studies and delays to projects
caused by the pricing pressures in the global lithium market, delivered positive cash and reasonable profitability as
initiatives to further diversify the sector focus of the business are implemented.
RCR
RCR’s project division was impacted by delays in the award of new contracts which impacted overhead recoveries.
This was offset by contributions from the support, maintenance and heat treatment divisions which aligned with
expectations. During the year a number of strategic changes have been implemented to reduce overheads and
realign operational focus to the OEM product sales and support services, which are expected to deliver an overall
margin improvement into FY25.
DIRECTORS’ REPORT CONTINUED
11
NRW HOLDINGS | ANNUAL REPORT 2024
Operating Segments Continued
DIAB
DIAB performed very well during the year, significantly increasing both revenue and earnings over the prior period,
reaching record levels. The Lynas Rare Earths contracts for the filter building and associated equipment works
were completed during the year and a new contract for the Mt Weld expansion project was also secured.
The results were also supported by construction contracts that include Iluka’s Cataby mining unit, Rio Tinto’s dust
suppression systems, Gruyere’s crusher fabrication and installation, plant construction for Liontown’s Kathleen
Valley project and brownfields works at Fimiston for Northern Star Resources. DIAB’s portfolio of repeatable
maintenance contracts also supported the business’ strong performance.
OFI
The integration of OFI into the Group has been completed, and projects incorporating its enhanced capabilities for
other MET segments are currently being delivered. OFI has a growing presence in the defence and materials
handling sectors, as evidenced by the award during the year of the electrical services contract for a defence facility
expansion project at Exmouth and a series of ongoing projects for the CBH Group, both in Western Australia.
Balance Sheet, Operating Cash Flow and Capital Expenditure
A summary of the balance sheet as at the end of the current financial year and the previous financial year is
provided below.
FY24
FY23
$M
$M
Cash
246.6
227.6
Financial debt
(279.8)
(260.4)
Lease debt
(45.7)
(51.5)
Net debt
(78.8)
(84.3)
Property, plant and equipment
554.2
491.0
Right-of-use assets
39.3
44.9
Working capital
25.2
8.9
Investments
4.4
26.9
Current net tax liabilities
(0.7)
(0.3)
Deferred net tax liabilities
(98.6)
(90.1)
Net Tangible Assets
445.0
397.0
Intangibles and goodwill
207.6
213.1
Net Assets
652.6
610.1
Gearing
12.1%
13.8%
Gearing excl. lease debt
5.1%
5.4%
Cash balances in the Group ended the year at $246.6 million, reflecting an 8.4% increase on the 12-month opening
balance. All banking covenants were in compliance at all times during the year and on 30 June 2024.
Debt repayments in the year totalled $101.4 million, of which $73.2 million was asset finance repayments. All debt
repayments were in line with agreements.
The Group utilised $20.0 million of corporate debt to assist with the settlement payments made to Wärtsilä in the
first half of the financial year.
The combined effect of these factors resulted in a decrease in net debt to $78.8 million compared to $84.3 million
at 30 June 2023, with headline gearing decreasing accordingly to 12.1%.
Returns to shareholders included a final fully franked dividend for FY23 of 8.0 cents paid in October 2023 and an
interim fully franked dividend for the current financial year of 6.5 cents paid in April 2024. Overall dividend payments
in the year totalled $65.7 million.
DIRECTORS’ REPORT CONTINUED
12
NRW HOLDINGS | ANNUAL REPORT 2024
Balance Sheet, Operating Cash Flow and Capital Expenditure Continued
Working capital increased to $25.2 million from $8.6 million at FY23 due to increases in receivables and inventories,
offset with increases in provisions and payables, which is consistent with the growth the business has experienced
over this time.
The carrying value of investments decreased due to the sale of the total shareholding in Spartan Resources Limited
(formerly Gascoyne) (ASX: SPR).
Deferred tax liabilities increased by $8.5 million during the period, mainly due to the use of prior-year Australian tax
losses.
Outlook
Civil
The macro drivers of resources and public infrastructure expenditure remain positive, continuing to support a
favourable outlook for the Civil segment.
In the resources sector, the segment observed that the major iron ore miners remain committed to their previously
announced capital expenditure programs. The current and most immediate opportunities for the Civil segment are
sustaining capital projects and the business is presently delivering a number of these and tendering for more.
The Civil segment is also presently working on tenders and ECI projects for iron ore replacement tonnage
developments. These are major capital projects that the tier one miners are progressing to deliver replacement
tonnage for depleting existing mines. These new ore body developments typically require mine site infrastructure
such as haul roads, tailing storage facilities, rail formations, ore handling and loading infrastructure, utilities,
warehousing, maintenance and refuelling facilities, all of which the Civil and MET segments have delivered
historically.
In addition, the number of carbon reduction projects in the resources sector is also growing which will create further
opportunities for the Group.
In the public and private infrastructure sectors, the demand for housing and urban infrastructure continues
unabated. Population growth in South East Queensland supports a strong pipeline of current projects and
near-term prospects for the Group’s urban sub-division development business. Further, in both Queensland and
Western Australia, the continuing housing shortage and population growth support a visible pipeline of transport
and utility infrastructure projects.
Work in hand currently totals $0.4 billion and there are current active tenders totalling circa $1.0 billion.
Mining
The Mining segment has over 90% of its expected revenue for the forthcoming financial year secured. In addition,
there are specific near-term opportunities that, if won, would contribute revenue and earnings in FY25, delivering
growth beyond current expectations. This is a very strong starting position for the new financial year and
underscores the clear visibility of revenue and earnings for a number of future years.
In addition to a major near-term metallurgical coal tender, other coal, iron ore and gold mining opportunities are
presently under consideration. Given the extent of secured contracts, the Group continues its highly disciplined
approach of selectively targeting those commodities and projects that will deliver the best returns.
Work in hand currently totals $3.4 billion and there are current active tenders totalling circa $3.5 billion.
Minerals, Energy & Technologies
The MET segment has continued to diversify its operations across multiple commodities including iron ore, gold,
rare earths and battery critical minerals. This diversification has extended beyond mining and minerals processing
into the growing alternative energy, decarbonisation and defence sectors. A strong pipeline of opportunities and
increasing activity levels are also supporting the recovery of margins in the MET segment.
Securing the near $1 billion KCGM Fimiston Growth Project demonstrates the applicability of Primero’s processing
and construction capability beyond the battery critical minerals expertise for which it is recognised globally. The
Fimiston project provides revenue visibility across three years and is also a very important demonstration of
Primero’s capability for other potential gold sector clients.
DIRECTORS’ REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
Outlook Continued
The diversity of MET capabilities is delivering a range of new and expanded organic growth opportunities. MET
skills, combined with the Group’s core civil and mining capabilities, now provides the ability for NRW to deliver new
greenfields resource developments for clients on a fully outsourced basis - mine development through mining
operations, process plant design and construction, materials handling, operations and maintenance. Potential
early-stage opportunities for this type of outsourced project development and delivery are being discussed with
specific customers and are expected to progress to an ECI phase in coming months.
Beyond core projects such as the P480 and P680 expansions for Pilbara Minerals, the Lynas Minerals plant
expansions and the key KCGM Fimiston Growth Project for Northern Star, the MET businesses are also developing
a number of potential new future income streams such as:
•
RCR’s recently launched sealed pan feeder, which has secured orders from tier one iron ore majors, has
a significant capital and operating cost advantage over traditional apron feeders. This new machine will
be launched globally at the MINEXPO in the US in September 2024;
•
To further drive OEM parts and service support sales, RCR is launching a B2B portal targeting the mining
companies that own RCR OEM equipment globally. This initiative, which is presently being piloted with a
tier one iron ore miner, could double the current size of RCR’s parts sales business within a few years;
•
Primero process engineers have developed potential new methods of producing battery-ready lithium
compounds. This internally developed IP is in the pilot testing phase and has produced early results which
when scaled up, could change the current economics of lithium refining and potentially alleviate many of
the start-up issues that hydroxide refineries currently experience; and
•
OFI is developing a modular solution for mine site electrification in conjunction with a tier one iron ore
miner, that simplifies and standardises in-pit electrification services. They are also supporting another
NRW company with the internal development of hybrid-powered mining equipment.
The innovation initiatives that are occurring across MET are expected to enhance competitiveness in the future
and could also potentially deliver major new sources of income outside of direct contracting.
Work in hand currently totals $1.1 billion and there are current active tenders totalling circa $1.0 billion.
Group
The total Group pipeline is $16.4 billion. Of this amount, $5.5 billion is active tenders. With a strong order book of
$4.9 billion, the outlook remains very positive.
Significant Events After Period End
On 12 June 2024, it was announced that NRW’s wholly-owned subsidiary Golding, had executed an agreement to
acquire the mining services contract, associated fleet and transfer of the employees that HSE Mining Pty Ltd has
deployed to Stanmore Resources Limited’s South Walker Creek mine site. The transaction value of $85 million less
assumed employee liabilities and other closing adjustments, was predominantly funded via NRW’s asset finance
facilities. The financial close of this transition occurred on 1 August 2024.
NRW has renegotiated the terms of its secured debt facilities and, as part of this process, introduced two additional
tier one banks to the structure, now providing access to four banks to support the Group’s funding requirements.
The new debt finance facilities, which are committed for a multi-year evergreen term, are on materially improved
commercial terms and pricing. The total value of available debt facilities has increased from $260 million to $450
million, to facilitate corporate initiatives. The transaction documents for the new facilities were entered into by NRW
on 7 August 2024 with financial close subject to customary conditions precedent.
Other than the information disclosed elsewhere in the Directors’ Report and those disclosed above, in the opinion
of the Directors, there were no other significant events after the reporting period.
Dividend
The Directors have declared a final fully franked dividend for the financial year of 9.0 cents per share, following an
interim fully franked dividend of 6.5 cents per share paid in April 2024. This brings the total fully franked dividend
for the year to 15.5 cents per share. The final dividend will be paid in October 2024.
DIRECTORS’ REPORT CONTINUED
14
NRW HOLDINGS | ANNUAL REPORT 2024
Directors’ Interests
The relevant interests of each Director in the ordinary share capital are set out in section 9.2 of the Remuneration
Report. There were no transactions between entities within the Group and Director-related entities as disclosed in
note 7.3 of the financial statements.
Performance Rights Over Unissued Shares or Interests
As at 30 June 2024, there are 8,329,727 Performance Rights outstanding (2023: 9,242,336).
Details of Performance Rights granted to Executives as part of their remuneration are set out in the Remuneration
Report on pages 26 to 46.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Health and Safety
The health and safety of the Group’s people remained the highest priority in FY24, resulting in another fatality-free
year. This outcome was due to significant progress on key strategic initiatives and a continuous commitment to
improving safety culture and leadership. In early 2024, NRW conducted its second employee survey, which verified
that health and safety remain high priorities for NRW, its employees and stakeholders.
The Company continued to focus on psychosocial safety, developing a group-wide standard and reporting process
in line with applicable State Work Health and Safety Acts. Education has been progressing for all levels of the
Company, from the Board through to operations. Businesses are continuing to make advances in their risk reduction
plans.
Another key focus for FY24 was the completion of the first phase of the implementation of the Critical Risk
Management program. This phase included the identification of critical risks and critical controls, the development
of NRW’s leader field verifications, Group Critical Risk Management Standard and Protocol and roll-out materials.
Segments commenced the rollout in January 2024. FY25 will focus on worker verification questions and system
verifications.
NRW’s Total Recordable Injury Frequency Rate at 30 June 2024 was 4.42 (FY23: 5.00).
People and Culture
NRW’s people and their actions have been integral to its achievements over the past year, and the Company is
grateful for their dedication and contributions. Despite the ongoing competitiveness of the labour market, NRW has
maintained a strong position that has enabled us to attract and retain a highly skilled and talented workforce, which
at year-end totalled 7,400 across the Group (FY23: 7,200).
Throughout the year, NRW has continued to focus on developing safe, inclusive and supportive workplaces. NRW
has implemented various initiatives across focus areas, such as psychosocial risk management, education,
development, support, engagement, and reward. Through continuous education initiatives, NRW empowers its
people with the knowledge and skills necessary for promoting respectful interactions. NRW recognises the critical
role positive workplace behaviours play in nurturing inclusive environments where every individual feels valued and
respected.
Additionally, the development of NRW’s people remains a top priority. NRW has made significant investments in
leadership training to ensure NRW cultivates a strong and sustainable workforce. NRW’s commitment to leadership
development ensures that its teams are well-equipped to navigate the complexities of the industry and maintain
their competitive edge.
NRW is proud to share that it now has 188 apprentices, 66 graduates, 64 trainees, 20 undergraduates, 2 interns,
and 6 students on work placements. This supplements many of NRW’s team members participating in formal
training programs and undertaking various leadership and development courses. NRW’s investment in leadership
training is a testament to its dedication to fostering a capable and resilient workforce enabled with the skills and
knowledge for current and future challenges.
NRW’s commitment to fostering a supportive and progressive work environment ensures that its team is well-
equipped to meet the challenges ahead and continue driving success.
DIRECTORS’ REPORT CONTINUED
15
NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure
Governance
The Board’s Oversight of Climate-Related Risks and Opportunities
The NRW Board is responsible for the oversight of the strategic direction across NRW. The Board has delegated
responsibility for Environmental, Social and Governance-related matters, including climate-related topics, to the
Sustainability Committee. Together, NRW’s Board and Sustainability Committee oversee the governance of
climate-related risks and opportunities.
In accordance with the Sustainability Committee Charter, the Committee is responsible for making
recommendations to the Board regarding the Company’s climate change strategy, providing oversight to ensure
both physical and transitional climate-related risks and opportunities which affect the Company’s ability to achieve
its objectives are identified, assessed and addressed. This includes oversight of a climate change strategy that
maps the Company’s pathway to a practical and appropriate level of carbon reduction for the business through
agreed metrics and targets.
The Sustainability Committee endorses policies that are relevant to the Company’s management of climate-related
risk, sustainability and other key topics. The Sustainability Committee also oversees the management of specific
climate-related risks and opportunities through regular review of global best practice, internal compliance programs
and relevant sustainability frameworks. The NRW Board and Sustainability Committee oversees the progress of
the sustainability strategy, while the NRW executive team ensures its development and implementation.
In accordance with the Sustainability Committee Charter, the Committee is required to meet a minimum of two
times per year, and report to the Board after every meeting. The Sustainability Committee met twice in 2024, and
minutes from each meeting were made available to Board members. The Chief Health, Safety, Environment and
Sustainability Officer (Chief HSES Officer) is the executive sponsor of the Sustainability Committee and attends all
meetings to provide an update on climate-related matters.
Management’s Role in Assessing and Managing Climate-Related Risks and Opportunities
The NRW management team is accountable for the strategic and operational leadership and management of the
Company, which includes consideration of climate-related risks and opportunities. The Chief HSES Officer is
responsible for coordinating and updating the Board and Sustainability Committee on the progress of activities
related to climate at each Sustainability Committee meeting.
Supporting the Chief HSES Officer are the Sustainability Working Group and the Carbon Reduction Working Group,
formed to optimise alignment across the Group and monitor progress on the implementation of ESG-related matters
included in the Group Sustainability Strategy. The Carbon Reduction Working Group focuses on climate-related
risks and opportunities and reduction projects to reduce NRW’s carbon footprint. The working group supports the
integration of the climate change strategy into each NRW segment and is key to progressing internal Greenhouse
Gas (GHG) targets across operations, ensuring these are aligned with Company commitments. Climate-related
risks and opportunities and agreed actions are discussed in these forums and escalated, when required, to the
Sustainability Committee via the Chief HSES Officer. The working groups are comprised of subject matter experts
from each business, responsible for informing their management group about the Group strategy, climate-related
risks and opportunities.
In addition to communication from working group members, the management team is kept abreast of climate issues
through reporting and updates from the Chief HSES Officer and various knowledge-sharing methods by industry
experts (e.g., training, webinars, subscriptions). The Chief HSES Officer is due to complete his Masters in
Sustainable Leadership in 2025.
NRW’s Chief HSES Officer is responsible for coordinating, reviewing, monitoring and reporting to the Sustainability
Committee where appropriate, on matters including:
•
The coordination and review of climate-related risks, strategy and reporting;
•
The development and implementation of initiatives regarding emissions reduction;
•
The policies and systems for ensuring compliance with applicable legal and regulatory requirements
associated with climate-related matters; and
•
The Group’s reporting regarding climate-related matters.
DIRECTORS’ REPORT CONTINUED
16
NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Strategy
Identified Climate-Related Risks and Opportunities Over the Short, Medium and Long term
In conducting its climate risk assessment, NRW evaluated climate-related risks and opportunities over three distinct
time horizons: short term (up to 2030), medium term (2031 - 2040), and long term (2041 and beyond). The time
horizons selected extend past the normal expected useful life of the Company’s assets, and therefore climate-
related risks related to the Company’s assets have been considered as part of this assessment (see note 3.3 of
the Annual Financial Statements). Climate-related opportunities have not been assessed at this stage.
Physical Risk
NRW has identified the following physical climate-related risks as having the potential to impact the Group.
Risk
Timeframe
Potential Financial Impacts
Risk Mitigation Steps
Acute
•
Increase in frequency
and severity of
extreme weather
events.
Short to
Long Term
Impacts:
•
Increased operating costs due to
additional project downtime /
delays or the potential for
liquidated damages.
•
Decreased revenue due to lower
productivity resulting from supply
chain or freight disruptions.
•
Damage to assets increasing
capital costs of repairs.
•
Increased costs for insurance
premiums for operations in certain
geographical areas.
•
Project / location-specific risk
assessments that consider the short
and medium-term risk of inclement
weather and bushfire.
•
Continue to operate across
geographically diverse locations.
•
Record keeping and reporting to
enable forecasting and planning to
minimise impact of extreme weather
events.
•
Contractual mitigating factors such
as allowance for additional wet
weather days.
Chronic
•
Changes in
precipitation patterns
and extreme variability
in weather patterns.
•
Rising mean
temperatures.
Medium to
Long Term
Impacts:
•
Decreased revenue due to lower
productivity resulting from supply
chain or freight disruptions.
•
Increased costs due to the
negative employee health impacts
from working in areas with volatile
weather patterns or hostile work
environments.
•
Increased costs for insurance
premiums for operations in certain
geographical areas.
•
Decreased revenue from
unfeasible projects in
geographical areas of high risk.
•
Project / location-specific risk
assessments that consider the short
and medium-term risk of inclement
weather, heat and bushfire.
•
Continue to operate across
geographically diverse locations.
DIRECTORS’ REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Transitional Risk
NRW has identified the following transitional climate-related risks as having the potential to impact the Group.
Risk
Timeframe
Potential Financial Impacts
Risk Mitigation Steps
Policy and Legal
•
GHG emissions pricing.
•
Enhanced climate-
reporting obligations.
•
Mandates on or regulation
of assets and services
that are emissions
intensive.
•
Exposure to litigation.
Short to
Medium
Term
•
Increased operating costs due to
pricing of GHG emissions within the
mining and mining services market.
•
Increased operating costs due to
increased compliance burden on
mining services companies.
•
Increased costs for insurance
premiums for operating in certain
industries (e.g., mining, mining
services), geographical areas (e.g.,
high-risk areas such as the Pilbara or
North Queensland) or operating
certain assets (such as large
manufacturing facilities).
•
Build internal capability to
monitor, respond to and
communicate policy and
regulatory changes.
•
Adopt and comply with best
practice climate disclosure
regimes to prepare for mandatory
legislative requirements.
•
Develop and implement a carbon
reduction roadmap to reduce the
impact of future policy and
pricing.
•
Maintain appropriate insurance
coverage.
Technology
•
Substitution of existing
products and services with
lower emissions options.
•
Costs to transition to lower
emissions technologies.
•
Uncertainty / reliability and
availability of new
technologies.
•
Human resource
availability and skills
required in adoption of
new technologies.
Short to
Long Term
•
Increased operating costs due to
write-offs and impairment of existing
emissions-intensive assets such as
large mining fleet.
•
Reduced revenue from decreased
demand for emissions intensive
products and services.
•
Increased capital costs to transition to
lower-emissions technologies such as
the capital costs associated with
purchasing lower-emissions fleet.
•
Increased operating costs to adopt
and deploy new technologies within
the business.
•
Develop strategic partnerships
with suppliers, industry experts
and OEM’s to stay abreast of
technological advances to
incorporate into future business
planning.
•
Build internal capability to adopt
and deploy new technologies.
•
Ensure fleet strategy includes
assessment of the lifespan of
emissions-intensive equipment
against external carbon reduction
expectations.
Market
•
Changing and uncertain
market signals, client and
consumer behaviour.
•
Increased input costs of
emissions-intensive
products, services and
materials.
Short to
Medium
Term
•
Reduced revenue from decreased
demand for emissions-intensive
products and services such as thermal
coal mining.
•
Increased operating costs due to
increased input prices from carbon
taxes and compliance obligations.
•
Diversify service offerings to
clients to include low-carbon
emissions products / services.
•
Continue to operate across a
broad range of future-focused
minerals and technologies.
•
Reduce exposure to thermal coal
contracts.
Reputation
•
Shifts in client or
consumer preferences.
•
Reputational damage if
climate action is viewed
as inadequate.
•
Increased societal and
stakeholder pressure to
increase disclosure and
targets.
•
Stigmatisation of certain
commodities or sectors.
Short to
Medium
Term
•
Reduced revenue from decreased
demand for emissions-intensive
products and services such as thermal
coal mining.
•
Increased operating costs for
workforce attraction and retention
resulting from the negative impacts of
emission-intensive activities, sectors,
and commodities NRW works in.
•
Decreased revenue and ability to win
new work if NRW is not proactive with
response to climate and carbon
reduction.
•
Reduced access to capital due to
exposure to certain emissions-
intensive industries and commodities.
•
Increased costs to build capability and
capacity to stay abreast of stakeholder
expectations and associated reporting.
•
Continue to operate across a
broad range of future-focused
minerals and technologies.
•
Develop and communicate a
carbon reduction strategy to
ensure stakeholders understand
pathway to reducing carbon
footprint.
•
Maintain an honest and
transparent approach through
enhanced reporting and
disclosure, and upskilling internal
employees to perform in a way
that meets stakeholder
expectations.
•
Continue to engage with clients,
capital providers and investors to
understand expectations.
DIRECTORS’ REPORT CONTINUED
18
NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Impact of Climate-Related Risks and Opportunities on the Group’s Segments, Strategy and Financial
Planning
Climate change presents significant challenges and opportunities that influence NRW's business, strategy and
financial planning as NRW transitions towards a low-carbon economy.
Climate-related risks and opportunities impact the NRW business through:
•
Carbon Reduction and Operational Efficiency: NRW is committed to reducing its carbon footprint,
particularly in Scope 1 and Scope 2 GHG emissions, to mitigate the environmental impact of its
operations. NRW is implementing renewable energy systems across a number of its manufacturing
facilities, mostly in Western Australia. Where appropriate, NRW is transitioning light vehicle fleet to hybrid
or electric vehicles to lower fuel consumption, and investing in modernised, hybrid road transport options
to minimise diesel usage in transportation activities.
•
Products / Services: NRW leverages opportunities presented by the evolving global climate agenda
through the provision of new product and service offerings, such as the AES business which manufactures
battery electric vehicle bodies for clients.
•
Supply Chain: NRW's procurement team actively works with suppliers, demonstrating decarbonisation
efforts.
•
Partnerships and Innovation: NRW fosters partnerships with suppliers, industry experts and original
equipment manufacturers to leverage technological advancements as well as increase industry cross-
collaboration, learning and improved outcomes.
•
Investment in Technology: By integrating modern technologies into operations, NRW enhances
efficiency, reduces costs and meets evolving environmental standards.
Climate-related risks and opportunities impact NRW’s strategy through:
•
Business Combinations: NRW is focused on growth, which is often delivered through acquisitions. NRW
carefully considers the climate-related risks associated with any acquisition and ensures any risk identified
fits within the risk tolerance of the Company. Specific climate-related considerations include whether the
business fits within desired commodity exposure mix, and whether the useful life of assets acquired is
consistent with the transition to low-carbon alternatives.
•
Commodity Mix: NRW acknowledges the mining sector's pivotal role in the global energy transition and
is diversifying its portfolio to include critical minerals essential for the low-carbon economy. This strategic
shift positions NRW to capitalise on opportunities in future-focused minerals and technologies, focusing
on early works, mining and minerals infrastructure.
•
Access to Customers / Reputational Considerations: NRW recognises that staying at the forefront of
technology is essential for maintaining stakeholder trust and securing future business opportunities. This
commitment ensures NRW retains client confidence by demonstrating dedication to responsible practices.
•
Access to Finance: NRW’s strategy requires securing funding for the acquisition of businesses and
assets, which could be restricted without addressing climate-related considerations. NRW works closely
with its banks to ensure appropriate and fairly valued asset purchases and a smooth transition to lower-
emission models.
Climate-related risks and opportunities impact NRW’s financial planning through:
•
Assets: Climate-related risks and opportunities influence NRW's financial planning by impacting the
determination of useful lives, depreciation rates and asset impairments, aligning with NRW’s climate-
related commitments. These impacts have been considered in the assessment of recoverable amounts
for assets or segments within the Group, aligning impairment testing with climate-related risks.
DIRECTORS’ REPORT CONTINUED
19
NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Risk Management
Processes for Identifying and Assessing Climate-Related Risks
NRW has established robust processes for identifying and assessing climate-related risks. This begins with
thorough data gathering from both internal and external sources. NRW leverages these insights to identify potential
risks and assess the impacts on its business through a comprehensive climate risk assessment. The climate risk
assessment was done through a workshop which was conducted with engagement from each of its business units
to identify and assess the impact of these climate-related risks on the business across short, medium and long-
term time horizons.
Climate-related risks identified during the assessment were categorised in accordance with the Taskforce for
Climate-Related Financial Disclosures’ recommendations (under both transition and physical risks) and integrated
into the enterprise-wide risk register where considered material under NRW’s enterprise-wide risk framework.
Each identified risk undergoes a detailed evaluation of its potential likelihood and consequence (e.g., financial,
operational, reputational) which are assessed in a manner consistent with the enterprise-wide risk process. This
ensures that climate-related risks are consistently assessed alongside other enterprise-wide risks for appropriate
risk prioritisation by the business.
NRW’s approach also includes continuous monitoring and assessment of existing and emerging regulatory
requirements related to climate change. This involves staying informed about emissions regulations, mandatory
climate reporting, carbon pricing mechanisms and other policies that could impact business operations and
compliance obligations. Any existing or emerging regulatory requirements identified are added to the risk register
in accordance with the process above.
Processes for Managing Climate-Related Risk
NRW’s governance framework encompasses policies, standards and procedures to manage risk, including climate-
related risk. The organisation actively evaluates the impacts of climate risks across its operations and seeks to
implement risk mitigation strategies that are appropriate for both the business and the risk itself. These risk
mitigation strategies, once identified, are documented within the enterprise-wide risk register. This register serves
as a central repository where risks are prioritised based on their significance and potential impact, guiding
discussions with the Risk Committee and, where required, the Board. For climate-related risks identified by the
climate risk assessment, risk mitigation strategies are outlined above.
Material climate-related risks are disclosed in the ‘Corporate Governance and Risk Management’ section of NRW’s
Annual Financial Statements and include commentary on NRW’s risk mitigation strategies.
Integration of Climate-Related Risk into Risk Management
NRW takes a consistent approach to risk management across its business through a structured approach to
identifying, assessing and managing material risks, including climate-related risks, for inclusion in the enterprise-
wide risk register. NRW seeks to understand the potential for climate-related transition and physical risks to impact
its business, in particular the possible impact on financial, operational and reputational risks.
DIRECTORS’ REPORT CONTINUED
20
NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Metrics And Targets
Metrics Used to Assess Climate-Related Risks and Opportunities
NRW quantifies and measures Scope 1 and Scope 2 GHG emissions in accordance with the Australian National
Greenhouse and Energy Reporting Act 2007 (NGER Act) and adopts the carbon emissions boundary based on
‘operational control’.
As contractors in the civil, resources and infrastructure sectors, NRW monitors GHG emissions on mine sites
relative to its contracted workload (i.e. emissions intensity), which is calculated in relation to revenue (measured in
millions of dollars). This method provides a consistent metric to assess and manage climate-related risks and
performance, ensuring adjustments for fluctuations in business activity are accounted for.
To generate NRW’s emissions intensity, the total Scope 1 and Scope 2 GHG emissions are divided by the total
Group revenue. This metric provides a normalised view of emissions relative to economic output, enabling better
performance tracking over time.
The short-term incentive program for leaders includes the requirement for one Environmental, Social and / or
Governance objective where appropriate. This ensures the leadership team is accountable not only for financial
performance but also for advancing sustainable practices and fostering positive social and environmental outcomes
within the organisation.
Scope 1 and Scope 2 GHG Emissions and Related Risks
NRW has determined its GHG emissions boundary using the definition of ‘operational control’ as prescribed by the
NGER Act. Please see below FY24 GHG emissions information for NRW:
Energy & Emissions
FY24
FY23 (1)
Scope 1 (ktCO2-e)
11.30
9.30
Scope 2 (ktCO2-e)
4.33
3.57
Total Scope 1 & Scope 2 (ktCO2-e)
15.63
12.87
Emissions Intensity (Scope 1 + Scope 2) (tCO2-e / $M AUD)
5.36
4.82
Energy Consumption (GJ)
197,429
166,238
Energy Intensity (GJ / $M AUD)
67.8
62.3
Revenue ($M)
2,913
2,667
(1)
Revised from previous report due to updates in reported operational boundaries and corrected emission factors used.
NRW’s GHG emission values are directly related to the volume of contracted projects within our ‘operational
control’. Effectively managing these emissions and implementing reduction strategies remains a significant
challenge. NRW’s Scope 1 and Scope 2 GHG emissions and energy consumption have increased from prior year,
primarily driven by the additional one civil and seven urban projects across the business.
NRW recognises the risk of an increased carbon footprint in the future as a result of winning more projects where
the Company is deemed to have 'operational control'. NRW is actively collaborating with teams to identify and
implement measures to reduce emissions at these sites. NRW remains committed to addressing this challenge as
NRW continues to invest in strategies and technologies aimed at achieving a 25% reduction in Scope 1 and Scope
2 emissions by 2030.
DIRECTORS’ REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
Taskforce for Climate-Related Financial Disclosure Continued
Targets Used to Manage Climate-Related Risks and Opportunities and Performance
NRW is committed to aligning with the Australian Government’s Nationally Determined Contribution (NDC) to
reduce GHG emissions(1).
NRW is committed to a 25% reduction in Scope 1(2) and Scope 2(3) GHG emissions from 2020 levels(4) by 2030(5).
NRW will achieve this commitment through:
•
Implementation of Renewable Energy(6): Where viable, NRW will actively install renewable energy
systems across its facilities(7) to minimise emissions associated with electricity consumption. This includes
the installation of solar panels and other renewable energy technologies to reduce reliance on grid
electricity and lower its carbon footprint.
•
Transitioning to Hybrid or Electric Vehicles: NRW will prioritise the adoption of hybrid or electric
vehicles to reduce fuel usage within the light vehicle fleet(8). By gradually replacing conventional vehicles
with more sustainable alternatives, NRW aims to significantly lower Scope 1 emissions.
•
Investing in Modernised and Hybrid Road Transport: NRW is committed to assessing and where
viable, investing in modernised and / or hybrid road transport options(9) to minimise diesel consumption
within transport activities. This includes exploring the latest advancements in transportation technology
and incorporating them into NRW’s logistics and operations.
To track progress and ensure accountability, NRW is establishing the following performance metrics and monitoring
processes:
•
Annual GHG Emissions Reporting: NRW will report Scope 1 and Scope 2 GHG emissions annually,
providing transparency on progress towards the 2030 target. This reporting will be in line with the
standards set by the NGER Act.
•
Energy Consumption and Efficiency Metrics: NRW will monitor and report on total energy consumption
and energy efficiency improvements. This will help identify areas where NRW can further reduce
emissions and enhance operational efficiency.
•
Renewable Energy Adoption: NRW will monitor the installation and performance of renewable energy
systems across facilities.
(1)
NRW has aligned to the Australian Government’s NDC of 43% on 2005 level by factoring in the Government’s progress from 2005 levels to
its baseline year, being 2020. Between 2005 and 2020, the Australian Government achieved an 18% reduction in total carbon emissions.
Therefore, from 2020 to 2030 (NRW’s commitment period) the Australia Government must get an additional 25% reduction in carbon
emissions to achieve it’s 43% NDC target.
(2)
NRW classifies Scope 1 GHG emissions in line with the NGER Act scheme established by the NGER Act. NRW assesses its organisation
boundary based on the concepts of operational control as defined in the NGER Act and includes facilities under its operational control where
there is no Reporting Transfer Certificate (RTC) in place under the NGER Act. NRW classifies Scope 1 GHG emissions in line with the NGER
Act. NRW assesses its organisation boundary based on the concepts of operational control as defined in the NGER Act and includes facilities
under its operational control where there is no Reporting Transfer Certificate (RTC) in place. The Company will exclude project-related carbon
emissions from its Scope 1 target footprint due to the variability and visibility of contract works over NRW’s Commitment Period, which primarily
relates to both the civil and urban projects.
(3)
NRW classifies Scope 2 GHG emissions in line with the NGER scheme established by the NGER Act. NRW assesses its organisation
boundary based on the concepts of operational control as defined in the NGER Act and includes facilities under its operational control where
there is no RTC in place under the NGER Act.
(4)
NRW’s 2020 levels will be based on its assessment of GHG emissions under the NGER Act for the financial year ended 30 June 2020. NRW’s
2020 baseline will be adjusted for any material transactions based on GHG emissions at the time of the transaction.
(5)
Achievement of NRW’s 2030 target will be based on its assessment of GHG emissions under the NGER Act for the financial year ended 30
June 2030.
(6)
Renewable energy includes energy generated from the installation of solar panels and similar structures on NRW-owned and leased premises,
in addition to electricity drawn from the State-owned electricity grid which would include a portion of renewable energy.
(7)
Refers to facilities under NRW’s operational control as defined in the NGER Act.
(8)
Refers to fleet under NRW’s operational control as defined in the NGER Act.
(9)
Refers to transport fleet under NRW’s operational control as defined in the NGER Act.
DIRECTORS’ REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
CORPORATE GOVERNANCE AND RISK MANAGEMENT
Corporate Governance Principles and Recommendations
The Australian Securities Exchange (ASX) Corporate Governance Council sets out best practice
recommendations, including corporate governance practices and suggested disclosures, through the ASX
Corporate Governance Principles and Recommendations (the ASX Recommendations). ASX Listing Rule 4.10.3
requires companies to disclose the extent to which they have complied with the ASX Recommendations and to
provide reasons for not following them.
The NRW Board endorses the ASX Recommendations, which have been fully adopted by the Company for the
year ended 30 June 2024. Please see the Company’s Appendix 4G and accompanying Corporate Governance
Statement, which are released on the ASX platform annually, for further information.
The Company also has a Corporate Governance section on its website: www.nrw.com.au which includes the
relevant documentation suggested for disclosure by the ASX Recommendations.
Material Business Risks
Risk is an inherent part of NRW’s business, and managing risks is critical to the Company’s ability to deliver on its
strategic objectives. There are several risk factors, both specific to the Company and of a general nature, that may
impact the future operating and financial performance of the Group. The performance of the Company is also
influenced by a variety of general economic and business conditions, including interest rates, exchange rates,
access to debt and capital markets, and government policies.
Material risks that could adversely affect the Company are identified below, along with commentary on the risks
and mitigating actions. The risks are not listed in order of significance, nor are they all-encompassing; rather, they
reflect the most significant risks identified at an enterprise-wide or consolidated level.
Workplace Health and Safety
NRW recognises its moral and legal responsibilities to provide a safe and healthy work environment for all
employees and contractors, including addressing psychosocial hazards. Any failure to adequately address these
responsibilities could result in serious injury and/or death and negatively impact the Company’s reputation and
profitability, including through significant fines, temporary shutdowns of operations/sites or the inability to win new
work due to reputational damage.
Mitigation actions include an ongoing work program to embed a safety culture across the business through training
and leadership programs. These programs focus on critical risk management and control verification processes,
which provide the framework for managing serious injury and fatality risk. The Group also maintains high standards
for safety systems, policies, and procedures for all businesses, overseen by health and safety specialists at all
levels of the organisation.
Market
NRW’s financial performance is influenced by the level of activity in the resources and mining industry and the
construction and engineering sector, impacted by factors outside NRW’s control. These factors include the demand
for mining production, influenced by commodity prices, exchange rates, the competitiveness of Australian mining
operations, macroeconomic cycles (particularly capital expenditure in natural resources), and government
infrastructure policy. Other influencing factors are mine owners' policies, including decisions to undertake their own
mining operations or to outsource these functions, the availability and cost of key resources, and the rate of
technological improvements within the resources and mining industry, including new competing technologies.
Furthermore, NRW operates in a competitive market, making it difficult to predict whether new contracts will be
awarded due to multiple factors influencing how clients evaluate potential service providers.
Mitigation actions include developing a diversified service offering with contractual counterparties in infrastructure
and across a range of commodities in the resources sector. NRW also continues to monitor the market for new
technologies relevant to NRW’s business and deploys such technologies where appropriate.
CORPORATE GOVERNANCE AND
RISK MANAGEMENT
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NRW HOLDINGS | ANNUAL REPORT 2024
Material Business Risks Continued
Loss of Contracts / Reduction in Contract Scope
NRW’s revenue is subject to underlying contracts with varying terms. There is a risk that NRW’s contracts may be
cancelled (whether for convenience or with cause) or may not be renewed if NRW’s clients decide to reduce their
levels of spending, potentially reducing revenue generated on those projects.
Contract operations are also vulnerable to interruptions due to factors beyond NRW’s control, including prolonged
heavy rainfall or cyclones, geological instability, accidents or unsafe conditions, equipment breakdowns, industrial
relations issues and scarcity of materials and equipment. Interruptions to existing operations or delays in
commencing operations experienced by NRW’s clients may result in lost revenue and, in some circumstances,
additional costs for NRW, adversely affecting NRW’s business, results of operations, and financial condition.
NRW also depends on its clients’ assessments of the financial viability of their projects, ensuring they have access
to sufficient funding to meet project working capital and debt covenant requirements. If a client fails to obtain
sufficient funding or meet its working capital or debt covenant requirements, the client may scale back or cancel its
contract with NRW, adversely impacting NRW’s financial performance.
Mitigation actions include working closely with NRW’s clients to understand their issues and identify opportunities
where NRW can assist in minimising the impact of the identified issues. NRW also focuses on contract terms and
conditions to ensure operational interruptions outside of NRW’s control are appropriately priced into the tender, or
relief under the contract terms and conditions is prescribed to ensure fair and equitable outcomes for the business.
Delivery Performance
NRW’s execution and delivery of projects involve judgement regarding the planning, development and
management of complex operating facilities and equipment. As a result, NRW’s operations, cash flows and liquidity
could be affected if the resources or time needed to complete a project are miscalculated, if it fails to meet
contractual obligations, or if it encounters delays or unspecified conditions. Some of NRW’s contracts are ‘lump
sum’ in nature, and if costs exceed the contracted price, these amounts may not be recovered. From time to time,
variations to the planned scope occur or issues arise during the construction phase of a project that were not
anticipated at the time of the bid. This may give rise to claims under the contract with the clients in the ordinary
course of business. If these claims are not resolved in the ordinary course of business, they may enter formal
dispute, and the outcome upon resolution may be materially different from the position taken by NRW.
NRW is also exposed to input costs through its operations, such as fuel, energy sources, equipment and personnel.
If these costs cannot be passed on to customers in a timely manner, or at all, NRW’s financial performance could
be adversely affected. If NRW materially underestimates the cost of providing services, equipment, or plant, there
is a risk of a negative impact on NRW’s financial performance.
Mitigation actions include developing robust tender and contract review processes to identify risk and develop
specific mitigation plans to address issues as they arise. A number of contracts include a rise and fall clause that
mitigates changes in input costs to NRW. Additionally, NRW invests in its management and reporting systems and
conducts regular business and project reviews to provide early warnings and implement corrective actions.
Access to Resources
NRW’s growth and profitability may be limited by the loss of key management or operational personnel or due to
the inability to recruit and retain skilled and experienced staff. NRW operates in an environment where competition
for personnel has increased significantly, driven by high construction activity and strong commodity demand. This
restriction on available labour combined with the competitive labour market may lead to higher staff turnover,
increased labour costs and lower productivity.
Further, NRW relies on third-party equipment to perform contract obligations, which may not be available or may
be subject to pricing premiums to secure appropriate equipment. NRW’s supply chain is reliant on overseas
sourcing and normal logistical support timeframes. Without these, NRW could experience delays in project
timeframes, leading to increased costs.
Mitigation actions include maintaining a database of staff who have worked on all Company projects and pricing
contracts to include estimates of the costs required to attract the right people. NRW has also developed strong
working relationships with several equipment suppliers to ensure equipment requirements are understood ahead
of time and to minimise any potential risk around availability.
CORPORATE GOVERNANCE AND
RISK MANAGEMENT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
Material Business Risks Continued
Financial
NRW requires sufficient cash flow to meet its financial obligations as they fall due. The Company’s ability to access
cash could be impacted by counterparty risk, poor project performance and the inability of the businesses to
repatriate cash on a timely basis. This could result in the withdrawal of financial support or an increased cost to
finance the businesses’ operations.
NRW also requires access to capital to meet the Group’s future growth ambitions and other funding requirements.
The inability to access cash could impact the Group’s ability to win new work, fund future growth plans, and deliver
on its overall strategic objectives.
Mitigation actions include a proactive approach to treasury management, the scale of the business and the large
number of counterparties and projects that contribute to the Group’s cash flows such that NRW is not reliant on
any one project or counterparty. Additionally, the Company maintains a stringent approach to cash flow forecasting
to monitor and manage minimum liquidity levels within the Group to meet financial obligations. NRW also maintains
a disciplined capital allocation process, ensuring an appropriately balanced debt and equity capital structure to
fund growth opportunities.
Engineering Design
NRW operates as a ‘design, construct and operate’ contractor in the engineering sector and as a Build-Own-
Operate service provider. Such projects and contracts place an obligation on NRW to design ‘fit for purpose’
infrastructure and provide warranties to such effect. Any failure in design may expose NRW to contractual claims
for breach of ‘fit for purpose’ or design obligations.
NRW constructs complex processing plants and infrastructure that may operate under extreme conditions. The
potential for failure of components or NRW’s design is present. If this failure results in a loss to NRW, it may be
exposed to rectification costs under warranties at its own expense. Funding such potential expenses may place
additional unforeseen pressure on NRW’s cash flow.
Mitigation actions include maintaining professional indemnity insurance and engaging appropriate third-party
design consultants for complex or specialist design expertise.
Environmental, Social and Governance Responsibility
NRW’s stakeholders have expectations regarding a range of important environmental, social and governance
matters. A failure to acknowledge and adequately address these expectations could negatively impact NRW’s
reputation and profitability. Investing in ESG programs and strategies to meet stakeholder expectations could also
increase NRW’s cost structure.
NRW is committed to operating sustainably and responsibly to deliver lasting value to its stakeholders by minimising
its environmental footprint, making a positive social impact, and applying ethical business and governance
practices across the Group.
Mitigation actions include engaging with stakeholders to understand material ESG topics, embedding pragmatic
ESG practices across the organisation and focusing on ESG reporting that aligns with global best practices.
Climate-Related Risks
NRW operates in industries that may have a negative impact on the environment, including GHG emissions, and
recognises the potential challenges posed by climate risk. Responding to these challenges is critical to NRW’s
ability to operate sustainably. Risks include reduced activity levels in certain sectors, the physical and transitional
risks associated with moving to a low-carbon economy (e.g., ensuring its mining fleet meets current and forecast
client demand) and increased government policy and mandates.
Mitigation actions include incorporating climate-related risks and opportunities into strategic decision-making
processes; updating risk management processes to include climate-related risks and opportunities; identifying and
implementing opportunities to reduce NRW’s carbon footprint; offering clients low-carbon solutions to support their
emissions reduction targets; partnering with the industry to invest in and drive low-emissions technology
development; setting clear and practical objectives and actions in response to climate change; and adopting and
reporting against the Taskforce for Climate-Related Financial Disclosures recommendations as a precursor to the
Australian Sustainability Reporting Standards.
CORPORATE GOVERNANCE AND
RISK MANAGEMENT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
Material Business Risks Continued
Regulatory Compliance
NRW must meet regulatory requirements that are subject to continual review, including inspection by regulatory
authorities. Failure to comply with regulatory requirements or take satisfactory corrective action in response to
adverse inspection findings could result in enforcement actions.
NRW operates in a regulated environment with the potential for significant penalties for non-compliance with
applicable laws and regulations. The Company’s future growth prospects rely on its ability to market its services,
and any regulatory change, event or enforcement action restricting those activities could materially impact NRW’s
growth and future financial performance. Amendments to current laws and regulations governing operations or
more stringent implementation of laws and regulations could adversely impact NRW, including increased expenses,
capital expenditure and costs.
NRW is also dependent on various technical and financial accreditations to operate the business, including safety
accreditations, quality assurance standards, technical accreditations and financial accreditations. Any failure to
maintain or comply with accreditation can impact NRW’s eligibility to participate in certain projects and sectors.
Mitigation actions include monitoring regulatory and legislative changes that impact the organisation and ensuring
NRW is monitoring and up to date with its compliance obligations.
Intellectual Property
NRW’s ability to leverage innovation and expertise depends upon its ability to protect intellectual property and any
improvements to it. Such intellectual property may not be capable of being legally protected and may be subject to
unauthorised disclosure or unlawful infringement. NRW may incur substantial costs in asserting or defending its
intellectual property rights.
Mitigation actions include continual internal assessment to identify potential intellectual property and, where
possible, the legal protection of such rights.
Cyber Security and Data Protection
NRW relies on information technology systems and networks for a variety of business activities, exposing it to the
growing frequency and sophistication of cyber security attacks. These attacks include the misuse and release of
sensitive information, denial of service and ransomware attacks. Information technology security threats can arise
from user error or cyber security attacks designed to gain unauthorised access to NRW’s systems, networks and
data. The potential consequences of a material cyber security attack include reputational damage, litigation with
third parties, government enforcement actions, penalties, disruption to systems, unauthorised release of
confidential or otherwise protected information, data corruption and increased cyber security protection and
remediation costs. This, in turn, could adversely affect the Company’s competitiveness, results of operations and
financial condition.
Mitigation actions include significant investment in people, systems and infrastructure to protect NRW’s information
technology systems and networks. Measures include encryption, multi-factor authentication, penetration testing,
provision of anti-malware/endpoint detection and response software, IT security awareness and training materials,
and business resilience planning.
CORPORATE GOVERNANCE AND
RISK MANAGEMENT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
LETTER FROM CHAIRPERSON OF THE NOMINATION & REMUNERATION COMMITTEE
Dear Fellow Shareholders,
On behalf of the Board, I am pleased to present the Company’s Remuneration Report (the Report) for the financial
year ended 30 June 2024, my first Report since being appointed Chairperson of the Nomination & Remuneration
Committee (N&RC, the Committee).
Having served on the Committee for a number of years, I am aware that the Company’s remuneration framework
has not always met the expectations of all shareholders and disappointingly, has resulted in the Company receiving
a “strike” at consecutive Annual General Meetings. This is not a pleasing result, as the Committee has consistently
worked to diligently balance the expectations of our shareholders alongside fairly remunerating our highly
experienced and capable Executive Management Team consistent with independent remuneration advice that is
benchmarked against a relevant peer group. In a bid to close this gap, the Company has again worked hard to
engage on these matters and taken action to amend our remuneration disclosure and frameworks to improve trust
and transparency with shareholders. In this Report, we have included additional commentary that explains how the
Committee and the Board govern and assess the remuneration practices of the Company.
We are proud of our continued success and the Company’s exceptional performance in the 2024 financial year, with
strong financial and strategic outcomes delivered. I would like to thank our dedicated workforce of 7,400 for another
successful year of safely delivering projects for our clients. Our people are our most important resource and we
acknowledge the vital contributions made by all our teams working across our business. We would also like to extend
a warm welcome to the 539 HSE personnel joining our business this year, we look forward to your contribution in the
years to come.
Highlights for FY24 include:
•
Revenue of $2,913.0 million consistent with guidance;
•
EBITA of $195.1 million, NRW’s highest ever EBITA result, exceeding the guidance range of $175.0 million
to $185.0 million, with a strong net profit after tax result of $105.1 million;
•
Order book of circa $5.5 billion, including repeat business; and
•
Cash holdings of $246.6 million with conversion of 95% of EBITDA.
The value created for shareholders in FY24 included an annual share price increase of 22.1% as at 30 June and
franked dividends for FY24 of 15.5 cents per share.
To continue to thrive in the current tight labour market, the Company’s remuneration structures must remain
consistently competitive to attract, motivate and retain our highly skilled employees, including our Executives. To
achieve this, the Company is committed to offering competitive rewards to attract and retain an experienced and
high-performing workforce whilst ensuring our remuneration principles support performance outcomes and the
creation of shareholder value.
Remuneration Outcomes in FY24
We believe the remuneration outcomes for FY24 reflect the performance of the Company and are aligned with the
experience of shareholders.
Short-Term Incentive Scheme (STI)
Our STI Plan outcomes are measured as at 30 June each year, following a one-year performance period and vest
post-approval of the financial statements by the Board of Directors. In FY24, the team has successfully delivered a
strong set of results, improving on the performance of FY23 by delivering record revenue and earnings. Based on
this, 100% (FY23: 89%) of the short-term incentive has vested to our CEO, as set out in section 6.1 of the Report.
The plan also includes strategic targets that have been reviewed and assessed by the N&RC and appropriately
recognised in FY24 remuneration outcomes approved by the Board. Key performances also resulted in the award to
the CFO Richard Simons of 100% (FY23: 89%); to the COO Golding, Geoff Caton of 76% (FY23: 100%); to the COO
MET, Michael Gollschewski of 65% (FY23: 40%); and to the COO NRW Civil & Mining and Action Drill & Blast, Mike
Sutton of 62% (FY23: Not eligible). Please refer to section 6 for details.
REMUNERATION REPORT
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NRW HOLDINGS | ANNUAL REPORT 2024
Long-Term Incentive Scheme (LTI)
In FY24, the Company had two LTI plans that were assessed for vesting being the FY20 LTI Plan – Tranche 2 (which
had a four-year performance period up to 30 June 2023) and the FY21 LTI Plan (which had a three-year performance
period up to 30 June 2023), subject to the achievement of performance metrics.
Both awards, to varying degrees, required Board discretion to align vesting outcomes with Company performance.
We understand that the exercise of discretion for the FY21 LTI Plan resulted in the Company receiving a “strike”
against the 2023 Remuneration Report at the last AGM. The Board exercised this discretion thoughtfully.
•
The FY20 LTI Plan – Tranche 2 vested at 100% following the strong performance of the Company. The
Board exercised discretion in relation to the TSR performance metric which resulted in an increase from
99.73% to 100%, being 0.27% of the total award.
•
The FY21 LTI Plan vested at 100% following the resilient performance of the Company notwithstanding the
unprecedented challenges that the COVID-19 pandemic presented. The Board only exercised discretion in
relation to the EBITA performance metric on the basis that at the time the FY21 LTI Plan measures were
approved, the Board was aware that COVID-19 would have an impact on the market, and eventually,
Company performance, however, given the extent of those impacts was uncertain, the Board did not adjust
forecast earnings (EBITA) and instead utilised “business as usual” assumptions for forecast planning.
This is the only time that the Board has used its discretion to adjust short-term or long-term incentive
outcomes due to the implications of COVID-19 and did so on the basis that the earnings objective outcome
was not a fair outcome or reflection of Company performance over that uncertain time. The exercise of this
discretion resulted in an increase of the FY21 LTI measurement outcome from 66.67% to 100%, being
33.33%.
To address shareholder concerns, we have provided additional, detailed commentary on this carefully considered
exercise of discretion in section 7.2.1.
Following shareholder approval at the 2023 Annual General Meeting, the Committee rolled out to the Executive Team
the FY24 annual Performance Rights award. The award has a three-year performance period up to 30 June 2026,
and focuses on medium to long-term business performance. Details of the FY24 LTI Plan are provided in section 5.4.
Looking Forward – Remuneration for FY25
The Committee will continue to monitor market best practice and respond to both internal and external developments,
including a highly competitive talent environment. The Committee is satisfied that the current remuneration structure,
which received shareholder support at the 2023 Annual General Meeting, appropriately motivates and rewards
Executive performance whilst also delivering shareholder value. This is supported again, by the Company’s FY24
strategic and financial performance, giving us confidence that we are adopting effective remuneration frameworks.
We remain committed to our remuneration framework, a framework that is working in the interests of our shareholders
and the Company. It is focused on driving performance and behaviours that we are proud of and delivering value to
shareholders both in the short and long term.
Thank you for your support of NRW.
Fiona Murdoch
Chairperson Nomination & Remuneration Committee
REMUNERATION REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
1
SCOPE OF REPORT
The Report for the year ended 30 June 2024 outlines the remuneration arrangements in place for the Key
Management Personnel (KMP) of NRW Holdings Ltd (NRW, the Company) which includes Non-Executive Directors,
Executive Directors and those key executives who have authority and responsibility for planning, directing and
controlling the activities of NRW during the financial year.
The Report that follows forms part of the Directors’ Report and has been prepared in accordance with Section 300A
of the Corporations Act 2001 (Cth) (the Act) and audited in accordance with Section 308(3C) of the Act. Executive
Directors and Other Executives are together referred to as ‘Executives’ within this report.
2
KEY MANAGEMENT PERSONNEL
The following persons were classified as KMP during the financial year ended 30 June 2024 and unless otherwise
indicated, were classified as KMP for the entire period being 1 July 2023 – 30 June 2024 (FY24):
Key Management Personnel
Term
EXECUTIVE DIRECTORS
Julian Pemberton
Chief Executive Officer and Managing Director (CEO)
Full Year FY24
OTHER EXECUTIVES
Richard Simons
Chief Financial Officer
Full Year FY24
Geoff Caton
Chief Operating Officer – Golding
Full Year FY24
Michael Gollschewski
Chief Operating Officer – Minerals, Energy & Technologies
Full Year FY24
Mike Sutton
Chief Operating Officer – NRW Civil & Mining and Action Drill & Blast
Appointed 11 September 2023
NON-EXECUTIVE DIRECTORS
Michael Arnett
Chairperson and Non-Executive Director
Full Year FY24
Jeff Dowling
Non-Executive Director
Full Year FY24
Fiona Murdoch
Non-Executive Director
Full Year FY24
Peter Johnston
Non-Executive Director
Retired 28 November 2023
David Joyce
Non-Executive Director
Appointed 19 March 2024
Adrienne Parker
Non-Executive Director
Appointed 13 May 2024
3
REMUNERATION GOVERNANCE
3.1
Guiding Principles
NRW’s remuneration strategy is guided by its Remuneration Guiding Principles. The Board has adopted the following
overarching principles which recognise the importance of fair, effective and appropriate remuneration outcomes.
Objective
Principles
Alignment
NRW’s remuneration strategy is aligned with the interests of the Company’s shareholders. A significant proportion of
Executive remuneration is ‘at-risk’ to motivate Executives to maintain focus on delivering strategic objectives.
Attract and Retain
NRW’s remuneration framework has been established to ensure that the Company is competitive in the labour market,
aiding the attraction, engagement and retention of experienced and high-performing Executives. NRW’s remuneration
framework is regularly reviewed to ensure it reflects contemporary trends and provides remuneration that is fair and
benchmarked against a relevant peer group on an appropriate basis.
Motivate
Remuneration plans are structured to ensure that NRW’s top talent are rewarded for achieving both short and long-
term business objectives. The Company’s short and long-term ‘at-risk’ reward is directly aligned to performance.
Appropriate
Remuneration packages are established and reviewed regularly to ensure that they reflect contemporary trends in
sectors and regions relevant to the operations of NRW.
REMUNERATION REPORT CONTINUED
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NRW HOLDINGS | ANNUAL REPORT 2024
3.2
Roles and Responsibilities
The Board reviews and, as appropriate, approves the remuneration practices within NRW for the Non-Executive
Directors, Executive Director and KMP.
The Board is responsible for ensuring the remuneration framework is aligned with the Company’s short-term and
long-term strategic objectives. In addition, the Board is responsible for approving the remuneration targets,
performance conditions and outcomes for KMP set under the remuneration framework.
The Board delegates responsibility to the N&RC for reviewing and making recommendations to the Board on these
matters. The N&RC may use its powers when setting, reviewing or recommending remuneration award outcomes to
ensure that they are fair and reasonable, and may use its discretion to decrease or increase the award outcomes it
recommends as it considers appropriate. Whilst the N&RC takes responsibility for performing these functions,
ultimate approval lies with the Board.
The N&RC seeks to engage external advisors to provide information on remuneration-related issues, including with
regards to benchmarking and market data. The N&RC is mandated to engage external and independent
remuneration advisors who do not have a relationship with or advise NRW management.
The N&RC comprises Non-Executive Directors Fiona Murdoch (Chairperson), Michael Arnett and Jeff Dowling. The
N&RC is governed by the N&RC Committee Charter, which is available on the Company’s website. The N&RC
convened twice throughout FY24 and invited CEO and external advisor input where required.
The CEO makes recommendations to the N&RC regarding the remuneration of Key Executives but is not involved
in making recommendations to the N&RC in relation to his own remuneration.
Any changes to the Director fee pool are approved by shareholders, in line with the Company Constitution.
The Company’s Remuneration Report is put to shareholders at the Company’s Annual General Meeting each year
in accordance with the requirements of Section 300A of the Corporations Act 2001. Of the total valid available votes
lodged on its Remuneration Report for the 2023 financial year, NRW received a “FOR” vote of 39.77%, resulting in a
“strike”.
Remuneration Engagement and Feedback from “Strike” – at the 2023 AGM
As reported above, the Company received a “strike” at the 2023 Annual General Meeting against the 2023 Remuneration Report.
The N&RC and Company Executives have actively engaged with shareholders and proxy advisors for the last three years regarding the Company’s
remuneration framework and arrangements. The N&RC has always acted, where it considers reasonable, on feedback received from these
engagement sessions. Above all, the N&RC is committed to ensuring remuneration is aligned to both market conditions and shareholder
expectations. In this regard, the Company has worked over the last three years to action the following:
•
Eliminate the use of “Gearing” as a performance measure in the LTI Schemes;
•
Include Earnings Per Share in lieu of Earnings Before Interest Tax and Amortisation to ensure stronger earnings targets aligned with
shareholder value;
•
Increase transparency in NRW’s Remuneration Report by way of disclosing STI performance targets in the year they are assessed;
•
Move to relative TSR, from absolute TSR, to eliminate market impacts, and disclose the relative TSR peer group to shareholders to
promote transparency;
•
Where appropriate, include an ESG-related strategic objective as part of the STI Plan performance measures; and
•
Annually engage an independent remuneration consultant to review the remuneration framework and package of NRW’s CEO, Mr
Pemberton, along with other members of its Executive team and Non-Executive Directors on an ad hoc basis.
In calendar year 2023, engagement with shareholders and proxy advisors included five meetings (both in-person and online), and various written
correspondence. NRW has always approached these meetings in an open and honest manner. Feedback received from these sessions was
generally positive, with shareholders and proxy advisors supportive of the remuneration framework and performance measures put in place for the
FY24 STI and LTI Plans.
Whilst the feedback was positive for the current remuneration framework and FY24 performance measures, shareholders primary concern related
to the Board’s use of discretion – exercised in relation to the FY20 and FY21 LTI Plans which vested in September 2023 and November 2023
respectively and as a result of this there was a vote against the 2023 remuneration report.
Given the vesting of these plans fell in the FY24 financial year, NRW has provided narrative within the Report, at section 7.2.1, to aid shareholders
in understanding the Board’s robust decision-making process.
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NRW HOLDINGS | ANNUAL REPORT 2024
3.3
Use of Independent Remuneration Consultants
During the year, the N&RC engaged Egan Associates (Egan) to provide a detailed briefing and report to the
Chairperson of the N&RC regarding the market remuneration arrangements established for Managing Directors /
Chief Executive Officers of organisations with comparable attributes to NRW. The research entailed a review of
reward levels among ASX companies ranked between 151 and 200 together with organisations in the metals, mining
and industrials sectors. The analysis incorporated companies with comparable revenue, total assets and market
capitalisation.
Egan’s observations were provided directly to the Chairperson of the N&RC for consideration. Egan’s general
observations were that NRW’s CEO’s total annual incentive opportunity is market competitive when benchmarked
against organisations within the metals, mining and industrials sectors, or when benchmarked against organisations
of comparable size, scale or market capitalisation. The N&RC discussed these observations and are comfortable
with this market-based feedback as the Company seeks to retain the services of NRW’s long-serving and highly
capable CEO.
The Board is satisfied that the recommendations made by Egan were made free from undue influence from any KMP.
Fees paid to Egan for the year ended 30 June 2024 are shown below.
2024
2023
$
$
Fees paid to Egan Associates
5,800
29,600
Total
5,800
29,600
In FY23, fees paid to Egan included a comprehensive review of both the CEO and KMP remuneration to ensure
alignment of total remuneration, covering fixed remuneration, short-term and long-term incentives, with prevailing
market conditions. In FY24, we sought external review and advice from Egan on the CEO / MD's remuneration only.
The N&RC is committed to seeking external review and advice on the CEO's remuneration on an annual basis and,
every second year or as needed, extending this review to include KMP remuneration as well.
Use of Independent Consultants
The N&RC has continued to engage directly with an independent remuneration consultant to ensure the remuneration, both fixed and at-risk, for
NRW’s CEO and broader Executive KMP is aligned to market conditions. There was no communication between the independent remuneration
consultant and the CEO and Executive KMP to ensure the risk of any potential undue influence on the remuneration consultant was mitigated.
The Board makes its remuneration-related decisions after considering the recommendations of the N&RC and the advice from the independent
remuneration consultant. The N&RC considers this annual engagement prudent to ensure NRW remains aligned to market norms and reward
NRW’s CEO at the level NRW considers appropriate to motivate long-term value creation through the realisation of its strategy and retain his
services.
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4
LINK BETWEEN REMUNERATION AND COMPANY PERFORMANCE
A key underlying principle of NRW’s Executive remuneration framework is the delivery of financial targets, recognising
that the delivery of financial targets is the foundation for long-term value creation for shareholders. The following
information summarises key financial performance of NRW over the last five financial years. 2020 - 2022 were subject
to COVID-19 and hyper-escalation challenges.
Measure
2024
2023
2022 (1) (6)
2021 (6)
2020 (6)
Market Capitalisation (30 June) -
$ million
1,406.3
1,141.7
761.4
657.9
793.6
Share Price (30 June) - $
3.09
2.53
1.70
1.47
1.86
Total Revenue - $ million
2,913
2,667
2,367
2,222
2,004
EPS - cents
23.2
19.0
20.1
12.5
18.2
EBITA - $ million (2)
195.1
166.3
146.7
120.6
140.9
Net Profit After Tax - $ million
105.1
85.6
90.2
54.3
73.7
NPATN - $ million (3)
123.8
104.4
93.7
75.1
89.7
Interim Dividend Paid - cents
6.5
8.5 (4)
5.5
4.0
2.5
Final Dividend Declared in
Respect of the Year - cents
9.0
8.0
7.0
5.0
4.0
Annual TSR (5) - $ million
358.4
463.6
170.9
(143.2)
(244.5)
(1)
Restated to reflect prior period adjustment, disclosed in FY23 Annual Financial Statements.
(2)
EBITA – Earnings before interest, taxes and amortisation.
(3)
NPATN is Operating EBIT less interest and tax (at a 30% tax rate).
(4)
This was an unfranked dividend.
(5)
TSR – Total shareholder return calculated as the change in market capitalisation adjusted for capital raisings plus dividends paid.
(6)
Results heavily impacted by COVID-19 supply chain issues and market-wide hyper-escalation challenges.
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5
EXECUTIVE REMUNERATION ARRANGEMENTS
The terms of employment for Executives are formalised within an employment contract (Executive Service
Agreement). All Executives listed in the Key Management Personnel table are appointed under an Executive Service
Agreement not for any fixed term and carry no termination payments other than statutory entitlements.
All Executives have a notice period of six months. The Executive Service Agreements in place contain non-compete
provisions, restraining Executives from operating or being associated with an entity that competes with the business
of NRW for up to six months after termination.
5.1
Executive Remuneration Framework
The remuneration framework is designed to support the Company’s strategy and to reward its people for its
successful execution. NRW’s remuneration framework combines elements of fixed remuneration and ‘at-risk’
remuneration, comprising short and long-term incentive plans, as detailed below.
The NRW remuneration framework recognises that the Group’s overall objectives of delivering profitable growth will
ultimately lead to long-term shareholder value.
Fixed Remuneration
Short-Term Incentive (STI)
Long-Term Incentive (LTI)
Purpose
Attract, engage and retain a high-
performing workforce to ensure
NRW delivers on its strategic
objectives.
Motivate and reward Executive performance
against annual performance metrics (both
financial and strategic) to focus Executive
effort on short-term business performance.
Align Executive and shareholder
interests by motivating and rewarding
long-term value creation measured
through the delivery of long-term
strategic goals and promoting
employee retention by requiring
participants remain employed with
NRW throughout the performance
period up to vesting date.
Approach
Fixed remuneration is reviewed
annually, and set with reference to
individual performance, market
conditions and relevant
experience. Industry remuneration
surveys and data are utilised to
assist in this process.
Annual STI objectives are set for each
Executive based on core accountabilities.
Awards vest through achieving a set of
relevant business objectives. Awards up to
the maximum amount payable can be
achieved when stretch objectives are met.
Annual LTI objectives are set for each
Executive based on long-term value
creation for shareholders. Performance
Rights, which vest following the
achievement of objectives, are
converted to shares on the vesting
date.
Structure
Fixed Remuneration
STI award is based on a percentage of the
Executive’s TFR (see 5.2).
LTI award is based on a percentage of
the Executive’s TFR (see 5.2) and
determined with reference to the 30-
day Volume Weighted Average Price
(VWAP) up to and including the start
date of the performance period.
Award
Cash – salary and superannuation
capped at the relevant
concessional contribution limit.
Cash – Executives can earn a cash-based
incentive by achieving specific objectives
set by the CEO and N&RC.
Performance Rights – Executives can
participate in an equity-based incentive
through the award of Performance
Rights.
Performance
Period
Duration of employment
One year performance period beginning 1
July and ending 30 June the following year.
If an Executive commences part-way
through the performance period, the STI
award is prorated.
Three-year performance period
beginning 1 July in the year of award
up to vesting date.
Key Terms
Other Benefits
The opportunity to salary sacrifice
benefits on a tax compliant basis is
available upon request.
NRW also provides basic income
protection cover for all employees.
Continued Employment
Participants must remain actively employed
with the Group throughout the performance
period for STI awards to vest. The normal
performance period being one year.
Award Deferral
Up to 25% of an award can be deferred for
up to 12 months at the discretion of the
N&RC, if they determine that additional time
is required to provide more certainty on
specific business-related outcomes.
Award Adjustment / Clawback
NRW may adjust the value of the award
paid under this plan in circumstances
approved by the N&RC including, but not
limited to, unpaid claims where the value of
the claim has previously been assessed
under this plan.
Continued Employment
Participants must remain actively
employed with the Group throughout
the performance period, up to and
including the vesting date, for LTI
awards to vest. The normal
performance period being three years.
Other Key Provisions
Other key provisions, including related
to Breach of Obligation, Good Leaver,
Change of Control and Ceasing of
Employment, are detailed in NRW
Holdings Limited Performance Rights
Plan Terms and Conditions.
Board
Discretion
The Board has the discretion to adjust the STI payment or the LTI Performance Rights awarded.
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NRW HOLDINGS | ANNUAL REPORT 2024
60%
40%
33%
27%
40%
CEO Remuneration Mix
At Maximum Award
Total Fixed Remuneration
"At-Risk" Short Term Award
"At-Risk" Long Term Award
Cash Payments
Performance Rights Allocation (Shares)
5.2
Fixed Annual Remuneration and Remuneration Mix
As the Group continues to grow, it is important to ensure that the remuneration levels of the Executive team support
the Group in attracting and retaining high-calibre staff to lead the delivery of strategic objectives. Remuneration for
Executives is set dependent on a number of factors, including, but not limited to, the scope of their role, experience
and market conditions at the time of employment. NRW engages external consultants where required to benchmark
remuneration practices to market.
During the year, the Board awarded Mr Pemberton a fixed salary increase from $1,300,000 to $1,352,000 effective
1 July 2023. The fixed salary increase equates to a 4% pay rise to Mr Pemberton’s base salary and is driven by and
in line with broader market conditions and awards.
The table below provides information on the remuneration packages of Executives, including the maximum ‘at-risk’
percentage for both the STI and LTI, as at 30 June 2024.
TFR (1)
STI
LTI (2)
Julian Pemberton
1,352,000
80%
120%
Richard Simons
703,099
50%
80%
Geoff Caton
739,100
40%
40%
Michael Gollschewski
734,299
40%
40%
Mike Sutton
752,107
50%
-
(1)
Annual Total Fixed Remuneration (TFR) as at 30 June 2024 which includes base (cash) salary plus superannuation capped at the maximum
contribution limit.
(2)
LTI structure approved by N&RC.
78%
22%
56%
22%
22%
COO(1) Remuneration Mix
At Maxiumum Award
Total Fixed Remuneration
"At-Risk" Short Term Award
"At-Risk" Long Term Award
Cash Payments
Performance Rights Allocation (Shares)
65%
35%
43%
22%
35%
CFO Remuneration Mix
At Maxiumum Award
Total Fixed Remuneration
"At-Risk" Short Term Award
"At-Risk" Long Term Award
Cash Payments
Performance Rights Allocation (Shares)
(1)
Excluding Mike Sutton
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5.3
Short-Term ‘At-Risk’ Remuneration
The Board considers the financial measures contained within the STI plan to be appropriate as they are aligned with
the Group’s overall objectives of delivering profitable growth and, ultimately, over the long term, shareholder value
creation. The FY24 STI Plan was finalised by the N&RC and approved by the Board in September 2023. The STI
award was finalised following the release of the FY23 Annual Financial Statements and a review of forecast budgets
and projections for FY24 and FY25. The following table summarises the key components and operation of the FY24
STI plan.
Plan Name
FY24 STI Plan
Participants
All Executives
Plan Approval
The structure of the plan and quantum of award to the CEO was recommended by the N&RC, and approved by the
Board.
Performance Period
One-year performance period beginning 1 July 2023 and ended 30 June 2024.
Award Value
Award value is equal to a percentage of the KMP’s TFR (as shown in 5.2).
Vesting Date
Subject to the achievement of the performance metrics across the performance period, award will vest post approval
of the financial statements by the Board of Directors.
Performance Metrics
Performance metrics are made up of two critical financial measures and four individual strategic measures. Hurdles
for financial measures are set to allow for a staggered path to achievement of incentive targets.
Earnings(1)
Target 1
$172M
Earnings is measured through Earnings
before interest, taxes, and amortisation
(EBITA). EBITA is selected as a proxy for
‘cash’ generation at the business unit level.
Target 2
$175M
Target 3
$185M
Revenue Growth
Target 1
Undisclosed,
commercially
sensitive
NRW operates in a contracting environment
where securing, as well as delivering, work is
critical to sustaining earnings. Achievement of
this financial target is measured against the
extent to which the businesses approved
FY25 budget reflects a revenue forecast at or
above the objectives included in the
businesses’ strategic plan.
Target 2
Undisclosed,
commercially
sensitive
Strategic Objectives
Four individual performance measures are set during the performance period for strategic
objectives. These strategic objectives vary for each Executive dependent upon the
business units they manage. The strategic performance measures of the CEO are
approved by the N&RC. The strategic performance measures of the Other Executives are
approved by the CEO to drive strategic initiatives and performance consistent with the
overall business strategy.
Testing Date
Incentive payments are determined in line with the approval of the Financial Statements for the end of the
performance period – being the 30 June 2024 Annual Financial Statement.
Relationship between
performance and
payment
Objectives are based on achieving a minimum target in the performance period, at which time a proportion of the
total incentive will be earned. The balance of the total STI is accrued by achieving progressively higher earnings.
Actual financial performance between targets is paid pro rata.
Earnings
60%
Target 1
20% earned
Target 2
Additional 20% earned
Target 3
Additional 20% earned
Revenue Growth Objectives
20%
Target 1
10% earned
Target 2
Additional 10% earned
Strategic Objectives
20%
Other Terms and
Conditions
Safety Moderator
If safety is not managed to expectations, any STI award earned can be adjusted downwards by a maximum of 20%.
(1)
Earnings targets, as listed, relate to the CEO’s and CFO’s Group performance hurdles. Each COO has earnings targets specifically related to
their respective operational entities.
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5.4
Long-Term ‘At-Risk’ Remuneration
The LTI Plan seeks to align Executive and Shareholder interests by rewarding long-term value creation. The Board
considers the performance metrics chosen to be appropriate as they are focused on delivering increased earnings
and growth in shareholder value. For the FY24 Award, the Board increased the allocation of Performance Rights to
Relative Total Shareholder Return (TSR) and Earnings Per Share (EPS), subsequently removing the weighting of
Gearing as a performance measure. This has resulted in a 50%:50% weighting to TSR and EPS. The CEO was
granted an award of Performance Rights under the FY24 LTI Plan post approval of shareholders at the 2023 AGM.
The following table summarises the key components and operation of the FY24 LTI Plan.
Plan Name
FY24 LTI Plan
Participants
All Executives (1)
Plan Approval
The structure of the plan and quantum of Performance Rights awarded to the CEO was approved by shareholders at the
2023 AGM. Please see the 2023 Notice of Meeting for further details.
Performance
Period
Three-year performance period beginning 1 July 2023 and ending 30 June 2026.
Award Value
Grant of Performance Rights is equal to a percentage of the KMP’s TFR (as shown in 5.2).
Valuation
Assumptions
The value per Performance Right to determine the total Performance Rights allocated under this plan is based on the 30-
day VWAP to 30 June 2023, being $2.34 per share.
Vesting Date
Subject to the achievement of the performance metrics across the performance period, Performance Rights will vest on
30 September 2026.
Performance
Metrics
Performance measures for the vesting of Performance Rights under the plan are included below.
Relative
TSR (2)
Target 1
Between 50th and 75th percentile (3)
Relative TSR performance will be assessed as TSR for
the whole performance period relative to an appropriate
and pre-defined comparator group for NRW Holdings
Limited.
Target 2
At or above the 75th percentile (3)
EPS (4)
Target 1
26.8 cents
The FY26 hurdles have been calculated utilising FY23
actual NPATN(5) ($104.4M) for compounded growth at 5%
and 10%, or min and max respectively.
Target 2
30.8 cents
Testing Date
The vesting of Performance Rights will be calculated for the performance period at or before vesting date.
Relationship
between
performance and
vesting
Objectives are based on achieving a minimum target in the performance period, at which time a proportion of the total
incentive will be earned. Performance Rights will vest in full subject to the above performance hurdles being met. Where
performance is above Target 1 but below Target 2, the Performance Rights will vest pro rata to actual achievement.
TSR
50%
Target 1
25% earned
Target 2
Additional 25% earned
EPS
50%
Target 1
25% earned
Target 2
Additional 25% earned
Other Terms
and Conditions
There are no other Terms and Conditions associated with this Plan.
(1)
Excluding Mr M Sutton see section 5.2.
(2)
The Relative TSR objective will include the movement in share price during the performance period, in addition to appropriate adjustments which
will include dividend payments and any equity raisings to reflect actual TSR performance.
(3)
When compared to the TSR Comparator Group which is MacMahon (ASX: MAH), Monadelphous (ASX: MND), Emeco (ASX: EHL), SRG Global
(ASX: SRG), Southern Cross Electrical (ASX: SXE) and Perenti (ASX: PRN).
(4)
The final assessment of EPS will exclude the amortisation of acquisition intangibles and non-operating transactions (acquisition transaction
costs for example) at normal tax rates and may be adjusted for any significant variances in forecast assumptions.
(5)
NPATN is Operating EBIT less interest and tax (at a 30% tax rate).
Votes in Favour of the FY24 Performance Rights Plan Award to the CEO
Of the total valid available votes lodged for approval of the FY24 Performance Rights Plan (award to the CEO) at the 2023 Annual General Meeting,
the Company received 82.48% “FOR” votes. The N&RC are pleased with this result, as it signals that NRW’s shareholders are satisfied that its
FY24 Performance Rights Plan meets their expectations. The FY24 LTI Plan, which remains unchanged from the prior period, will form the basis
of long-term executive reward provided it remains contemporary within the market and continues to meet shareholder expectations.
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NRW HOLDINGS | ANNUAL REPORT 2024
5.4
Long-Term ‘At-Risk’ Remuneration Continued
Details in relation to the LTI Plans which have vested or are outstanding during the financial year are outlined below.
Plan
FY24 LTI Plan
FY23 LTI Plan
FY22 LTI Plan
FY21 LTI Plan
FY20 LTI Plan – Tranche 2 (1)
Plan Details
Plan approved by Shareholders at the 2023
AGM.
Plan approved by Shareholders at the
2022 AGM.
Plan approved by Shareholders
at the 2021 AGM.
Plan approved by shareholders at
the 2021 AGM
Plan approved by Shareholders at the
2019 AGM
Performance
Period
FY24, FY25, FY26
FY23, FY24, FY25
FY22, FY23, FY24
FY21, FY22, FY23
FY20, FY21, FY22, FY23
Value Period
FY24
FY23
FY22
FY21
FY20
Vesting Date
30 September 2026
30 September 2025
30 September 2024
30 September 2023
30 November 2023
Details of the FY24 LTI Plan performance
measures can be found at section 5.4,
above.
Details of the FY23 LTI Plan
performance measures can be found in
the FY23 Remuneration Report.
Details of the FY22 LTI Plan
performance measures can be
found in the FY22 Remuneration
Report.
Details of the FY21 LTI Plan
performance measures can be
found in the FY21 Remuneration
Report.
Details of the FY20 LTI Plan
performance measures can be found
in the FY20 Remuneration Report.
Performance
Measures
Relative
TSR
Min
Between the 50th
and 75th percentile(2)
TSR
Min
$2.92
TSR
Min
$2.81
TSR
Min
$2.56
TSR
Min
$3.46
Max
At or above the 75th
percentile(2)
Max
$3.35
Max
$3.02
Max
$2.70
Max
$3.66
EPS
Min
26.8c
EPS
Min
26.0c
EPS
Min
27.8c
EBITA ($M)
Min
$169
EBITDA (3)
($M)
Min
$245
Max
30.8c
Max
29.9c
Max
29.5c
Max
$176
Max
$263
Gearing
Below
40%
Gearing
Below
40%
Gearing
Below
40%
Gearing
Below
40%
Performance
Rights
Outstanding
3,211,982
2,472,268
2,382,977
-
-
(1)
The FY20 LTI Plan award was assessed for vesting in two equal Tranches: Tranche One vested in FY23 and Tranche Two vested in FY24. The Tranche, which vested during FY24, had a four-year performance period.
(2)
When compared to the TSR Comparator Group which is MacMahon (ASX: MAH), Monadelphous (ASX: MND), Emeco (ASX: EHL), SRG Global (ASX: SRG), Southern Cross Electrical (ASX: SXE) and Perenti (ASX: PRN).
(3)
The performance hurdles set have been adjusted for the impacts of AASB16.
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NRW HOLDINGS | ANNUAL REPORT 2024
5.4
Long-Term ‘At-Risk’ Remuneration Continued
The following chart summarises the remuneration cycle and timelines for the relevant award periods in place for the CEO. The FY25 LTI Award is currently under consideration and
will be put for Shareholder approval at the 2024 AGM.
FY24 LTI Awards Vested & Outstanding
Performance Period Award Period FY25 LTI Plan
Jul 19
Jun 20
Jun 21
Jun 22
Jun 23
Jun 24
Jun 25
Jun 26
Jun 27
FY20 LTI Award - Tranche 2
FY21 LTI Award
FY22 LTI Award
FY23 LTI Award
FY24 LTI Award
FY25 LTI Award
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6
SHORT-TERM ‘AT-RISK’ EXECUTIVE REMUNERATION OUTCOMES
6.1
Short-Term Performance Outcomes
The following table provides information on the outcome of the STI Plan for each Executive for the year ended 30
June 2024. The value of the award is outlined in the remuneration table in section 9.1.
FY24
FY23
STI Earned
STI Forfeited
STI Earned
STI Forfeited
Julian Pemberton
100%
0%
89%
11%
Richard Simons
100%
0%
89%
11%
Geoff Caton
76%
24%
100%
0%
Michael Gollschewski
65%
35%
40%
60%
Mike Sutton(1)
62%
38%
-
-
(1)
Mr M Sutton was appointed on 11 September 2023 and was therefore not eligible for an FY23 STI Award.
Rigorous Performance Assessment by the Board
At the end of the financial year, the N&RC conducts a review of CEO performance, including consideration of preliminary remuneration outcomes.
The review is holistic and covers safety performance, operational performance, business strategy development and delivery of financial results
including shareholder value. This process seeks to identify any ideas where discretion may warrant use, particularly in the area of safety.
The N&RC Chairperson then undertakes a formal assessment of CEO performance against STI targets. This assessment is an independent,
objective assessment of CEO performance against agreed financial and strategic targets over the performance period.
The proposed outcome is then considered by the N&RC, and approved by the Board, before final award. Each Non-Executive Director has the
opportunity to review and carefully consider any recommendation put to the Board and ask questions or challenge outcomes where they see fit.
Adjustment may be made by the Board to the final award outcome where the Board considers appropriate.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Mike Sutton
Michael Gollschewski
Geoff Caton
Richard Simons
Jules Pemberton
STI Earned
By Performance Hurdle
Earnings
Plan Revenue
Strategic
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6.2
Short-Term Performance Measures
The outcomes of the STI Plan are outlined below.
6.2.1
STI Performance Measures for the year ended 30 June 2024 – CEO
Performance
Metrics
STI
Weighting
Target
($M)
Result
($M)
STI
Earned
Performance Commentary
EBITA
60%
$195.1
60%
The Company achieved FY24 EBITA of $195.1 million resulting in
the full vesting of this award for the CEO.
Target 1
$172
Target 2
$175
Target 3
$185
FY25 Plan
Revenue
20%
Undisclosed,
commercially
sensitive
20%
FY25 Plan Revenue has been determined in accordance with the
Board-approved FY25 budget. This objective was met at stretch
target, resulting in the full vesting of this part of the award. Due to
the commercially sensitive nature of the Plan Revenue target, this
result will be disclosed in FY25.
Target 1
Undisclosed,
commercially
sensitive
Target 2
Undisclosed,
commercially
sensitive
Strategic
Objectives
20%
20%
Strategic objectives were set through discussions with the N&RC
Chairperson and the CEO. In FY24, the agreed objectives set
related to strategic growth and diversification targets, in addition
to succession planning and enterprise-wide risk management.
The Board endorsed full award of the CEO’s FY24 strategic
objectives this year on the basis the CEO has successfully
delivered on his agreed objectives.
TOTAL
100%
100%
6.2.2
STI Performance Measures for the year ended 30 June 2024 – Other Executives
Performance
Metrics
STI Weighting
Richard Simons
Geoff Caton
Michael
Gollschewski
Mike Sutton
EBITA ($M)
60%
Target 1
$172.0
$89.7
$60.1
$50.7
Target 2
$175.0
$96.9
$63.6
$54.4
Target 3
$185.0
$105.4
$69.1
$59.0
Result
60%
41%
30%(1)
42%
FY25 Plan Revenue
20%
Target 1
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Target 2
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Undisclosed,
commercially
sensitive
Result
20%
15%
15%
0%
Strategic
Objectives
20%
Banking
arrangements,
portfolio savings, IT
systems
infrastructure
Succession planning,
organisational
culture and business
systems
MET-related strategic
deliverables including
growth and
diversification targets
Strategic
partnerships,
organisation
structure and tender
and project
frameworks
Result
20%
20%
20%
20%
TOTAL
100%
100%
76%
65%
62%
(1)
The Board has elected to apply discretion with regards to the EBITA performance metric after prioritising the Mr M Gollschewski’s focus on
the Primero business which as a result performed strongly in FY24.
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6.2.3
STI Performance Measures for the year ended 30 June 2023 – CEO
Performance
Metrics
STI Weighting
Target
($M)
Result
($M)
STI Earned
Performance Commentary
EBITA
60%
$166.3
49%
The Company recognised FY23 EBITA of $166.3
million resulting in the partial vesting of this
award.
Target 1
$155
Target 2
$162
Target 3
$172
FY24 Plan
Revenue
20%
$2,800
20%
FY24 Plan Revenue was determined in June
2023 in accordance with the Board-approved
FY24 budget. This objective was met at stretch
target, resulting in full vesting of this part of the
award.
Target 1
$2,680
Target 2
$2,800
Strategic
Objectives
20%
20%
Delivery of strategic objectives related to
integration of the MET business, succession
planning, sustainability and workplace culture.
100%
89%
7
LONG-TERM ‘AT-RISK’ EXECUTIVE REMUNERATION OUTCOMES
7.1
Long-Term Performance Measures
During the period ended 30 June 2024, the following LTI Plans were tested for vesting and award.
The Company had two LTI plans vest during FY24 being the FY20 LTI Plan - Tranche 2 (which had a four-year
performance period up to 30 June 2023) and the FY21 LTI Plan (which had a three-year performance period up to
30 June 2023).
The following tables provide information on the outcome of the LTI Plan for each Executive that vested during the
period. Further details in relation to the vesting hurdles, assessment and outcomes are provided at 7.2 below.
7.1.1
LTI Performance Measures for the year ended 30 June 2024
Name
LTI Plan
Allocation
Date
Vesting
Date
Performance
Rights Granted
(Number)
Performance
Rights
Vested
(Number)
Value at
Grant Date (1)
($)
Julian Pemberton
FY20 LTI Plan – Tranche 2(2)
26/11/2019
30/11/2023
582,245
582,245
1,438,145
Julian Pemberton
FY21 LTI Plan
25/11/2021
30/09/2023
750,000
750,000
1,440,000
Geoff Caton
FY20 LTI Plan – Tranche 2(2)
20/07/2020
30/11/2023
137,980
137,980
340,811
Geoff Caton
FY21 LTI Plan
17/06/2022
30/09/2023
118,490
118,490
227,501
(1)
Value at Grant Date is the number of Performance Rights issued multiplied by the 30-day VWAP up to the beginning of the performance
period, being 30 June 2019 and $2.47 for FY20 LTI Plan – Tranche 2 Performance Rights and 30 June 2020 and $1.92 for the FY21 LTI Plan
Performance Rights.
(2)
FY20 LTI Plan was issued in two tranches – Tranche 1, which had a three-year performance period and vested in FY23, and Tranche 2,
which had a four-year performance period and vested in FY24.
7.1.2
LTI Performance Measures for the year ended 30 June 2023
Name
LTI Plan
Allocation
Date
Vesting
Date
Performance
Rights Granted
(Number)
Performance
Rights
Vested
(Number)
Value at
Grant Date (1)
($)
Julian Pemberton
FY20 LTI Plan – Tranche 1(2)
26/11/2019
30/11/2022
582,245
582,245
1,438,145
Geoff Caton
FY20 LTI Plan – Tranche 1(2)
20/07/2020
30/11/2022
137,980
137,980
340,811
(1)
Value at Grant Date is the number of Performance Rights issued multiplied by the 30-day VWAP to 30 June 2019 ($2.47).
(2)
FY20 LTI Plan was issued in two tranches – Tranche 1, which had a three-year performance period and vested in FY23 and Tranche 2, which
had a four-year performance period and vested in FY24.
REMUNERATION REPORT CONTINUED
41
NRW HOLDINGS | ANNUAL REPORT 2024
7.2
Long-Term Performance Outcomes
7.2.1
LTI Performance Measures for the year ended 30 June 2024
During the financial year, the Company had two LTI Plans which required a vesting assessment. The LTI Plans and
associated outcomes are outlined below.
FY20 LTI Plan - Tranche 2
The second tranche of Performance Rights issued under the FY20 LTI Plan were tested for vesting following the
end of the performance period and vesting outcomes have been shown below. The Performance Rights vested on
30 November 2023.
Performance
Metrics
LTI
Weighting
Target
Result
LTI Earned
Performance Commentary
TSR
33.33%
$3.65
33.33%(1)
(Discretion)
TSR has been measured on sustaining returns at a target level for a
minimum two-month period within the performance period and
assessed utilising a 60-day VWAP. The final assessment of TSR
includes appropriate adjustments for dividend payments (+50 cents per
share) and equity raisings (-4 cents per share) to reflect actual TSR
and was achieved in the period January to February 2020.
Target 1
$3.46
Target 2
$3.66
EBITDA
33.33%
$288.8M
33.33%
EBITDA was assessed in line with the audited financial statements and
included consideration and (where required) adjustment for the prior
period adjustment outlined in note 1.9 of the FY23 annual financial
statements. EBITDA for FY23 was $288.8 million, and consequently,
the maximum outcome for this hurdle has been achieved.
Target 1
$245M
Target 2
$263M
Gearing
33.34%
21.5%
33.34%
Gearing is calculated as average Gearing for the performance period
being 21.5%, resulting in the full vesting of this award.
Below
40%
Total
100.00%
100.00%
Total
99.73%
Without discretion this award vested at 99.73%.
Discretion Exercised
0.27%
Related to TSR Hurdle as indicated
Total Award
100.00%
Final Award Outcome
(1)
Discretion was applied by the Board to this performance hurdle to fully vest this part of the award.
Relative TSR Assessment
As a further check to determine the appropriateness of the TSR result, the N&RC requested a relative TSR assessment be completed. This was
considered important given the extreme fluctuations in the share market over the performance period (due to COVID-19 and labour shortages)
to ensure relative performance to NRW’s peers also reflected upper quartile performance (as anticipated when the absolute TSR hurdles were
set).
The Company engaged a third-party financial advisor to prepare a relative TSR calculation against a peer group consisting of four other ASX
listed organisations (Monadelphous (ASX: MND), Perenti (ASX: PRN), Emeco (ASX: EHL), Southern Cross (ASX: SXE)). Looking at peers
within the market there was only one Company (Southern Cross) that outperformed NRW over this performance period. This puts NRW’s
performance on the upper scale of peers and on a relative TSR basis supports the vesting (actual and discretionary) proposal.
Exercise of Board Discretion for TSR Performance Metric
The maximum TSR measure (being $3.66) was not achieved for the FY20 Tranche 2 Plan. Final TSR for the performance period was assessed
at $3.65.
The Board is of the view that the CEO has successfully delivered on the very specific Board-approved diversification strategy over the four-year
performance period related to the FY20 LTI Plan. The Board came to this decision considering the following business outcomes achieved over
this period including the successful acquisition of BGC Contracting Pty Ltd in December 2019, the successful acquisition of Primero Group
Limited in February 2021 and the delivery of strong financial results despite the impacts of COVID-19 on the resource and infrastructure sectors.
The Board, therefore, resolved, upon recommendation from the N&RC, that it is appropriate to vest the additional quantum of unvested shares
to the CEO under this plan.
The Board’s decision was made through informed and robust discussion, without the CEO present, and with the outcome considered a fair and
equitable reward for CEO performance. During the deliberation, each Director had the ability to “have their say”, and ultimately vote on the
outcome. The decision to discretionarily vest the award was extended to all other Performance Rights issued under the FY20 LTI Plan.
REMUNERATION REPORT CONTINUED
42
NRW HOLDINGS | ANNUAL REPORT 2024
FY21 LTI Plan
Performance Rights issued under the FY21 LTI Plan were tested for vesting following the end of the performance
period, and vesting outcomes have been shown below. The Performance Rights vested on 30 September 2023.
Performance
Metrics
LTI
Weighting
Target
Result
LTI Earned
Performance Commentary
TSR
33.33%
$3.39
33.33%
TSR has been measured on sustaining returns at a target level for
a minimum two-month period within the performance period and
assessed utilising a 60-day VWAP. The final assessment of TSR
includes appropriate adjustments for dividend payments (+44
cents per share), noting that there was negligible impact of equity
raisings during the performance period.
Target 1
$2.56
Target 2
$2.70
EBITA
33.33%
$166.3M
33.33%(1)
(Discretion)
The audited Annual Financial Statements for the periods ended
30 June 2021, 2022 and 2023 recognised EBITA of lower than the
minimum $169M and consequently this hurdle has not been
achieved.
Target 1
$169M
Target 2
$176M
Gearing
33.34%
18.8%
33.34%
Gearing is calculated as average Gearing for the performance
period being 18.8%, resulting in the full vesting of this award.
Below
40%
Total
100.00%
100.00%
Total
66.67%
Without discretion this award vested at 66.67%.
Discretion Exercised
33.33%
Related to EBITA hurdle as indicated
Total Award
100.00%
Final Award Outcome
(1)
Discretion was applied by the Board to this performance hurdle to fully vest this part of the award. Actual performance had this performance
hurdle vesting at 0%.
Exercise of Board Discretion for FY21 EBITA Performance Metric
The threshold EBITA measure (being $169 million) was not achieved for the FY21 LTI Plan. Therefore, the award without discretion did not vest
to Executives.
The Board considered very closely the outcomes of the FY21 LTI Plan, particularly as it related to the EBITA objective. This included careful
consideration of the vesting conditions set at the time the plan was awarded, and market conditions throughout the course of the performance
period.
At the time the FY21 LTI Plan measures were approved, the Board was aware that COVID-19 would have an impact on market (and eventually,
Company) performance, however, the extent of those implications was uncertain. As such, the Board did not adjust forecast earnings (EBITA)
and instead utilised “business as usual” assumptions for forecast planning. This resulted in the EBITA measures under the FY21 LTI Plan
assuming 10% (min) - 12% (max) cumulative growth in earnings from FY20 levels (noting FY20 results were only partially impacted by COVID-
19).
Whilst at this time the Board believed this was an appropriate and achievable measure for NRW’s CEO, over time, the implications of COVID-
19 unfolded within the business and the extent of inflationary and supply chain pressures, along with a tight labour market, significantly increased
costs over this period. These costs included the significant impact associated with recruiting and training a predominantly new blue-collar
workforce, who were previously interstate employees who returned home during the pandemic. These cost increases were outside of the control
of NRW’S CEO, who NRW believes managed earnings (and the broader business) over this period exceptionally well.
Upon reflection, and now understanding how COVID-19 impacted the industry, the Board is of the view that 10% - 12% cumulative growth in
Earnings was not sustainable for its business, particularly on FY20 earnings, which were substantially unaffected by the pandemic. The Board
therefore considered a more “normalised” earnings target over this period to measure CEO performance. The Board considered the following:
•
Reduced cumulative earnings growth over the three-year performance period.
•
Resetting the baseline year for cumulative earnings growth to FY21, which included a whole year of COVID-19-related impacts.
Given the set EBITA outcomes under both alternatives resulted in full vesting of award, the Board considered it appropriate to use its discretion
to vest the award at 100%.
This approach was consistent with the approach of a number of other companies of similar size listed on the ASX.
The Board reiterates to shareholders that it has never adjusted short-term or long-term incentive outcomes due to the implications of COVID-
19 or used its discretion to vest where outcomes have not been achieved in the past. Achievement in this regard under the FY21 Scheme is the
first time the Board has used its discretion where it took the view that the Earnings objective outcome was not a fair outcome or reflection of
Company performance over this uncertain time. The Board refers shareholders to the FY21 STI remuneration outcomes where it did not vest
the CEO’s Earnings outcomes for the implications of COVID-19 as at the time, as it did not consider that a fair or appropriate remuneration
outcome.
REMUNERATION REPORT CONTINUED
43
NRW HOLDINGS | ANNUAL REPORT 2024
7.2.2
LTI Performance Measures for the year ended 30 June 2023
The first tranche of Performance Rights issued under the FY20 LTI Plan were tested for vesting following the end
of the performance period and vesting outcomes have been shown below.
Performance
Metrics
LTI Weighting
Target
Result
LTI
Earned
Performance Commentary
TSR
33.33%
$3.57
33.33%
TSR has been measured on sustaining returns at a target level for
a minimum two-month period within the performance period and
assessed utilising a 60-day VWAP. The final assessment of TSR
includes appropriate adjustments for dividend payments (+42 cents
per share) and equity raisings (-3 cents per share) to reflect actual
TSR. This was achieved in the period January to February 2020.
Target 1
$3.22
Target 2
$3.36
EBITDA
33.33%
$262.1M
33.33%
EBITDA was assessed in line with the audited financial statements
and adjusted for the prior-period adjustment outlined in note 1.9 of
the annual financial statements. EBITDA for FY22 was $262.1
million, and consequently, the maximum outcome for this hurdle
has been achieved.
Target 1
$224M
Target 2
$237M
Gearing
33.34%
24.0%
33.34%
Gearing reduced significantly in FY22 following the sale of the
Boggabri mobile equipment acquired as part of the BGC
Contracting acquisition. Average Gearing for the period was well
below 40%, resulting in the full vesting of this award.
Below
40.0%
100.00%
100.00%
7.3
Performance Rights Award and Status
The above LTI Plans resulted in the following movement of Performance Rights during FY24. The probability of
Executives achieving the relevant performance measures for vesting of LTI plans currently outstanding has been
reflected in the share-based payment expense. Further details in relation to the KMP long-term incentive awards,
including the share-based payment expense, are set out in note 4.7 in the Annual Financial Statement.
Name
Allocation
Date
Balance
of
Unvested
Equity
Awards
as at 1
July 2023
(Number)
Granted
in FY24
(Number)
Vested in
FY24
(Number)
Forfeited
in FY24
(Number)
Balance
of
Unvested
Equity
Awards
as at 30
June
2024
(Number)
Fair
Value
Per
Security
(Cents)
Fair
Value at
Grant
Date
($)
Share
Based
Payments
Expense
FY24
($)
Julian
Pemberton
20/07/2020
to
30/11/2023
3,181,255
693,333
(1,332,246)
-
2,542,342
12.8 to
257
4,695,538
999,667
Richard
Simons
18/11/2022
to
30/11/2023
221,298
240,376
-
-
461,674
37.9 to
257
722,212
240,737
Geoff Caton
20/07/2020
to
30/11/2023
551,820
126,342
(256,470)
-
421,692
12.8 to
257
836,366
167,410
Michael
Gollschewski
08/02/2023
to
30/11/2023
55,804
125,521
-
-
181,325
37.9 to
298
295,608
98,536
REMUNERATION REPORT CONTINUED
44
NRW HOLDINGS | ANNUAL REPORT 2024
8
NON-EXECUTIVE DIRECTORS’ REMUNERATION ARRANGEMENTS
The Board is responsible for assessing Non-Executive Director fees, assisted by the N&RC. In setting the Non-
Executive Director fees, the Board considers other Australian ASX companies of comparable size and complexity
and seeks to benchmark this research against reports received from an independent remuneration consultant.
Non-Executive Directors receive a fixed fee for Board and Committee duties and are not entitled to any
performance-related remuneration.
8.1
Non-Executive Director Fees
The NRW constitution provides that Non-Executive Directors’ remuneration must not exceed the maximum
aggregate sum determined by the Company in a general meeting. At present, the maximum aggregate Non-
Executive Director sum is $1,500,000 per annum.
During the period, the Board Chairperson fees increased from $225,000 to $250,000. This increase was due to the
additional responsibilities incumbent on the Chairperson arising from the Company’s increasing scale and scope,
particularly as areas of governance become more complex and have a greater impact on Company perception and
market performance. Non-Executive Director fees (excluding superannuation and non-cash benefits) to be paid by
the Company are outlined below.
FY24
FY23
$
$
Board Chairperson
250,000
225,000
Board Member
125,000
125,000
Audit & Risk Committee Chairperson (1) (2)
-
25,000
Audit Committee Chairperson (1)
25,000
-
Risk Committee Chairperson (1)
10,000
-
Sustainability Committee Chairperson (1)
10,000
10,000
Nomination & Remuneration Committee Chairperson (1)
10,000
10,000
(1)
Fees are in addition to Board Member fees recognising the additional work involved in Chairing Board Committees.
(2)
During the year, the Audit & Risk Committee was split into the Audit Committee and Risk Committee.
Non-Executive Directors are entitled to receive reimbursement for travel and other expenses they properly incur in
attending Board meetings, attending any general meetings of the Company or in connection with the Company’s
business. The table below sets out the fees paid to each Non-Executive Director during the financial year.
REMUNERATION REPORT CONTINUED
Short-Term Employment
Benefits
Post Employment
Benefits
Total
Salary & fees
Non-cash benefit
Superannuation
$
$
$
$
Michael Arnett
FY24
250,000
-
27,500
277,500
FY23
225,000
-
23,625
248,625
Jeff Dowling
FY24
150,000
-
16,500
166,500
FY23
150,000
-
15,750
165,750
Fiona Murdoch
FY24
135,000
-
14,850
149,850
FY23
135,000
-
14,175
149,175
Peter Johnston (1)
FY24
56,250
-
6,188
62,438
FY23
135,000
-
14,175
149,175
David Joyce (2)
FY24
33,173
-
3,649
36,822
FY23
-
-
-
-
Adrienne Parker (3)
FY24
14,423
-
1,587
16,010
FY23
-
-
-
-
TOTAL
FY24
638,846
-
70,274
709,120
FY23
645,000
-
67,725
712,725
(1) Mr P Johnston retired on 28 November 2023.
(2) Mr D Joyce was appointed on 19 March 2024.
(3) Ms A Parker was appointed on 13 May 2024.
45
NRW HOLDINGS | ANNUAL REPORT 2024
9
OTHER STATUTORY DISCLOSURES
9.1
Executive Remuneration Tables
The table below sets out the remuneration outcomes for each of NRW’s Executives for the year ended
30 June 2024.
Year
Salary &
Fees
Cash Based
Awards (STI)
Annual
Leave(1)
Post
Employment
Benefits (Super)
Other
Long-Term
Benefits(2)
Cost of
Equity
Grants (LTI)
Total
EXECUTIVE DIRECTOR
Julian
Pemberton
2024
1,322,682
1,081,600
86,589
27,399
22,081
999,667
3,540,018
2023
1,292,096
714,968
83,320
25,292
21,249
1,103,599
3,240,524
OTHER EXECUTIVES
Richard
Simons
2024
674,700
351,549
(5,207)
27,399
-
240,737
1,289,178
2023
474,786
221,681
(23,462)
18,969
-
121,050
813,024
Geoff Caton
2024
710,757
224,763
11,548
27,500
11,877
167,410
1,153,855
2023
683,474
234,858
10,723
27,500
11,440
192,386
1,160,381
Michael
Gollschewski
2024
705,854
191,288
19,022
27,399
-
98,536
1,042,099
2023
269,269
38,008
5,021
12,646
-
36,037
360,981
Mike
Sutton(3)
2024
571,405
188,505
26,454
25,148
-
-
811,512
2023
-
-
-
-
-
-
-
Total
2024
3,985,398
2,037,705
138,406
134,845
33,958
1,506,350
7,836,662
Total
2023
2,719,625
1,209,515
75,602
84,407
32,689
1,453,072
5,574,910
(1)
Represents the movement in accrued annual leave.
(2)
Represents the movement in accrued long service leave.
(3)
Mr M Sutton was appointed on 11 September 2023.
9.2
Share Ownership
9.2.1
Shareholding and Transactions
The number of ordinary shares in NRW Holdings Ltd (ASX: NWH) held directly, indirectly or beneficially, by each
individual (including shares held in the name of all close members of the Director’s or Executive’s family and entities
over which either the Director or Executive or the family member has, directly or indirectly, control, joint control or
significant influence) are shown below. These are ordinary shares held without performance conditions or
restrictions for the preceding two financial years.
Held at 30 June 2023 (1)
Rights Vested
Purchases
Share Sales
Held at 30 June 2024
Michael Arnett
1,012,534
-
-
-
1,012,534
Jeff Dowling
364,705
-
-
-
364,705
Fiona Murdoch
28,500
-
-
-
28,500
David Joyce
-
-
36,363
-
36,363
Adrienne Parker
-
-
-
-
-
Julian Pemberton
9,040,742
1,332,245
-
-
10,372,987
Richard Simons
-
-
10,500
-
10,500
Geoff Caton
-
256,470
-
(256,470)
-
TOTAL
10,446,481
1,588,715
46,863
(256,470)
11,825,589
(1)
Mr P Johnston retired 28 November 2023 and had a shareholding of 137,771 as at that date.
REMUNERATION REPORT CONTINUED
46
NRW HOLDINGS | ANNUAL REPORT 2024
9.2.2
Prohibition on Hedging of Shares and Invested Equity Awards
The Company’s share trading policy prohibits employees (including KMP) from dealing in NWH shares if the dealing
is prohibited under the Corporations Act. Therefore, in accordance with this policy, all KMP are prohibited from
entering into arrangements in connection with NWH shares which operate to limit the executives’ economic risk
under any equity-based incentive schemes.
The ability to deal with unvested Performance Rights is restricted in the relevant Performance Rights Plan Rules
which apply to the Performance Rights which have been granted.
9.3
Related Party Transactions
All transactions between the Company and its KMP or their associates during the 2024 financial year are disclosed
at note 7.3 in the Annual Financial Statement.
End of Remuneration Report (Audited)
REMUNERATION REPORT CONTINUED
47
NRW HOLDINGS | ANNUAL REPORT 2024
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48
NRW HOLDINGS | ANNUAL REPORT 2024
DIRECTOR S’ DEC LARATION
THE DIRECTORS DECLARE THAT:
(a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable;
(b) in the Directors’ opinion, the attached financial statements are in compliance with International Financial
Reporting Standards, as stated in note 1.2 to the financial statements;
(c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the
financial position and performance of the consolidated entity;
(d) in the Directors’ opinion, the Consolidated Entity Disclosure Statement within the Annual Financial Statements
is true and correct; and
(e) the Directors have been given the declarations required by Section 295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418.
The nature of the Deed of Cross Guarantee is such that each company which is party to the deed guarantees to
each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which
the ASIC Class Order applies, as detailed in note 7.1 to the financial statements will, as a Group, be able to meet
any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee.
Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act
2001.
On behalf of the Directors
Julian Pemberton
Chief Executive Officer and Managing Director
Michael Arnett
Chairperson and Non-Executive Director
Perth, 14 August 2024
DIRECTORS’ DECLARATION
49
NRW HOLDINGS | ANNUAL REPORT 2024
CONSOLIDATED STATEM ENT OF PR OFIT OR LOSS AND OTHER COM PREH ENSIVE INCOM E
For the Year Ended 30 June 2024
Consolidated
Notes
2024
2023
$’000
$’000
REVENUE
2,913,007
2,667,064
Other income
2.3
27,911
6,001
Materials and consumables
(662,213)
(697,315)
Employee benefits expense
(1,035,443)
(931,412)
Subcontractor costs
(612,979)
(477,942)
Plant and equipment costs
(241,356)
(238,957)
Depreciation and amortisation expenses
(145,553)
(128,418)
Other expenses
2.4
(82,360)
(56,443)
Share of profit / (loss) from associates
3.6
113
(495)
Net finance costs
2.5
(18,317)
(17,165)
Profit before income tax
142,810
124,918
Income tax expense
6.1
(37,714)
(39,283)
Profit for the year
105,096
85,635
Profit and Other Comprehensive Income attributable to:
Equity holders of the Company
105,096
85,635
EARNINGS PER SHARE
Cents
Cents
Basic earnings per share
4.6
23.2
19.0
Diluted earnings per share
4.6
22.7
18.6
The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
50
NRW HOLDINGS | ANNUAL REPORT 2024
CONSOLIDATED STATEM ENT OF FIN ANCIAL POSITION
As at 30 June 2024
Consolidated
Notes
2024
2023
$’000
$’000
ASSETS
Current assets
Cash and cash equivalents
246,648
227,580
Trade and other receivables
3.1
429,792
363,961
Inventories
3.2
103,927
97,298
Other current assets
25,957
25,142
Current tax assets
489
-
Total current assets
806,813
713,981
Non-current assets
Property, plant and equipment
3.3
554,154
490,959
Right-of-use assets
3.4
39,327
44,941
Investments in listed equities
3.5
4,359
25,822
Investments in associates
3.6
-
1,104
Intangibles
3.7
37,282
42,791
Goodwill
3.8
170,323
170,323
Total non-current assets
805,445
775,940
Total assets
1,612,258
1,489,921
LIABILITIES
Current liabilities
Trade and other payables
3.10
423,001
387,137
Financial debt
5.3
77,998
78,902
Lease debt
5.4
15,665
14,342
Provisions
3.11
96,881
81,280
Current tax liabilities
1,169
272
Total current liabilities
614,714
561,933
Non-current liabilities
Financial debt
5.3
201,810
181,515
Lease debt
5.4
29,986
37,161
Provisions
3.11
14,592
9,093
Deferred tax liabilities
6.4
98,600
90,097
Total non-current liabilities
344,988
317,866
Total liabilities
959,702
879,799
Net assets
652,556
610,122
EQUITY
Contributed equity
4.2
383,416
383,416
Reserves
4.3
20,498
17,477
Retained profits
4.4
248,642
209,229
Total equity
652,556
610,122
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
51
NRW HOLDINGS | ANNUAL REPORT 2024
For the Year Ended 30 June 2024
Notes
Contributed
Equity
Foreign
Currency
Translation
Reserve
Share Based
Payment
Reserve
Total
Reserves
Retained
Earnings
Total
Equity
$’000
$’000
$’000
$’000
$’000
$’000
Balance as at
30 June 2022
383,416
(79)
14,358
14,279
193,395
591,090
Total profit and
other
comprehensive
income for the year
4.4
-
-
-
-
85,635
85,635
Dividends paid
4.5
-
-
-
-
(69,801)
(69,801)
Movements in
foreign currency
-
77
-
77
-
77
Share based
payments
4.3
-
-
3,121
3,121
-
3,121
Balance at
30 June 2023
383,416
(2)
17,479
17,477
209,229
610,122
Total profit and
other
comprehensive
income for the year
4.4
-
-
-
-
105,096
105,096
Dividends paid
4.5
-
-
-
-
(65,683)
(65,683)
Movements in
foreign currency
-
(65)
-
(65)
-
(65)
Share based
payments
4.3
-
-
3,086
3,086
-
3,086
Balance at
30 June 2024
383,416
(67)
20,565
20,498
248,642
652,556
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
52
NRW HOLDINGS | ANNUAL REPORT 2024
CONSOLIDATED STATEM ENT OF CASH FLOW S
For the Year Ended 30 June 2024
Consolidated
Notes
2024
2023
$’000
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
3,177,711
2,993,310
Payments to suppliers and employees
(2,897,060)
(2,728,039)
Interest paid
2.5
(21,447)
(18,500)
Interest received
2.5
3,130
1,335
Income tax paid
(28,802)
(1,112)
Net cash flow from operating activities
5.1
233,532
246,994
CASH FLOWS USED IN INVESTING ACTIVITIES
Proceeds from the sale of property, plant and equipment
8,316
10,593
Proceeds from the sale of investments
34,237
35
Acquisition of property, plant and equipment
3.3
(192,846)
(183,400)
Acquisition of intangible assets
3.7
(1,985)
(3,896)
Payment for subsidiary
-
(2,113)
Acquisition of shares in listed equities
-
(1,792)
Net cash used in investing activities
(152,278)
(180,573)
CASH FLOWS USED IN FINANCING ACTIVITIES
Proceeds from borrowings
5.3
105,032
104,411
Repayment of borrowings
5.3
(85,641)
(77,476)
Repayment of lease debt
5.4
(15,829)
(15,390)
Payment of dividends to shareholders
4.5
(65,683)
(69,801)
Net cash used in financing activities
(62,121)
(58,256)
NET INCREASE IN CASH AND CASH EQUIVALENTS
19,133
8,165
Cash and cash equivalents at beginning of the year
227,580
219,338
Effect of foreign exchange rate changes
(65)
77
Cash and cash equivalents at the end of the year
246,648
227,580
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF
CASH FLOWS
53
NRW HOLDINGS | ANNUAL REPORT 2024
NOTES TO THE FINANC IAL STATEMENTS
1
GENERAL NOTES
1.1
General Information
NRW Holdings Limited is a public company listed on the Australian Securities Exchange which is incorporated and
domiciled in Australia. The address of the Company’s registered office is 181 Great Eastern Highway, Belmont,
Western Australia. The consolidated financial statements of the Company, for the year ended 30 June 2024,
comprises the Company and its subsidiaries, together referred to as ‘the Group’. The Group is primarily involved
in the provision of diversified contract services to the resources and infrastructure sectors in Australia.
1.2
Basis of Preparation
This section sets out the basis of preparation and the Group accounting policies that relate to the consolidated
financial statements as a whole. Significant and other material accounting policies that summarise the
measurement basis used and are relevant to an understanding of the financial statements, are provided throughout
the notes to the financial statements, to which it relates.
The financial report is a general-purpose financial report which:
•
Has been prepared in accordance with Australian Accounting Standards (AASBs), including Australian
Accounting Interpretations adopted by the Australian Accounting Standards Board, and the Corporations
Act 2001. The financial report of the Group also complies with International Financial Reporting Standards
(IFRS) and Interpretations as issued by the International Accounting Standards Board (IASB);
•
Has been prepared on the basis of historical cost except for the revaluation of financial instruments.
Historical cost is based on the fair values of the consideration given in exchange for goods and services;
•
Is presented in Australian dollars (AUD);
•
Is rounded to the nearest thousand ($000), unless otherwise stated, in accordance with ASIC
Corporations (Rounding in Financial & Directors’ Reports) Instrument 2016/191;
•
Adopts all new and amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to the operations of the Group and effective for
reporting periods beginning on or after 1 July 2023. Refer to note 1.5 for further details;
•
Does not early adopt any Accounting Standards and Interpretations that have been issued or amended
but are not yet effective; and
•
Has applied the Group accounting policies consistently to all periods presented.
The financial statements were authorised for issue by the Directors on 14 August 2024.
1.3
Going Concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. Therefore the Group has
continued to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company and its subsidiaries. Control is achieved when the Company:
•
Has power over the investee;
•
Is exposed, or has rights, to variable returns from its involvement with the investee; and
•
Has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control listed above.
NOTES TO FINANCIAL STATEMENTS
54
NRW HOLDINGS | ANNUAL REPORT 2024
1.4
Basis of Consolidation Continued
When the Company has less than a majority of the voting rights of an investee, it considers that it has power over
the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the
investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient to give it power, including:
•
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
•
Potential voting rights held by the Company, other vote holders or other parties;
•
Rights arising from other contractual arrangements; and
•
Any additional facts and circumstances that indicate that the Company has, or does not have, the current
ability to direct the relevant activities at the time that decisions need to be made, including voting patterns
at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated statement of profit or loss and other comprehensive income
from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies
used in line with the Group’s accounting policies.
All intra-Group assets and liabilities, equity, income, expenses and cash flows, relating to material transactions
between members of the Group, are eliminated on consolidation.
1.5
New Accounting Standards
The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to their operations and effective for the current financial year:
Standard / Interpretation
OECD Pillar Two Reform – Amendments to AASB 112: Income Tax
1.6
Accounting Judgements and Estimates
In applying the Group’s accounting policies, which are described throughout the notes to the financial statements,
management is required to make judgements (other than those involving estimations) that have a significant impact
on the amounts recognised, and to make estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and various other factors that are considered to be reasonable under the circumstances.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised:
•
If the revision affects only that period; or
•
In the period of the revision and future periods, if the revision affects both current and future periods.
Throughout the notes to the financial statements, further information is provided about key judgements and
estimates that the Group consider material to the financial statements.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
55
NRW HOLDINGS | ANNUAL REPORT 2024
1.7
Climate-Related Considerations
Climate-related risk is a developing issue that can affect NRW’s business through a reduction to current activity
levels in certain sectors, the physical and transitional risks associated with moving to a low-carbon economy, and
increased Government policy and mandates.
Mitigation actions include ensuring climate-related risks and opportunities form part of the Group’s strategic
decision-making process; updating risk management processes to include climate-related risks and opportunities;
identifying and implementing opportunities within the business that reduce NRW’s carbon footprint; offering clients
low-carbon solutions to support their emissions reduction targets, and partnering with industry to invest in and drive
low emissions technology development where relevant to the business.
The accounting-related measurement and disclosure items that are most impacted by commitments, and climate-
related risks more generally, relate to those areas in the financial statements that are prepared based on historical
cost and subject to estimation uncertainties in the medium term. Climate change impacts can also introduce greater
volatility in assets measured or carried at fair value.
The Group’s current climate-related commitment is reflected in the Group’s Directors’ report, and the financial
statements, within note 3.3 and note 3.9.
2
BUSINESS PERFORMANCE
2.1
Segment Reporting
NRW is comprised of three reportable segments, Civil, Mining and Minerals, Energy & Technologies. Business
activities are conducted primarily in Australia, with engineering offices in Canada and the USA.
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components of
the Group). Segment operating results are regularly reviewed by the Group’s Chief Operating Decision Maker (the
Board of Directors) who make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
Reportable Segments
NRW has structured its business reporting into three segments, Civil, Mining and Minerals, Energy & Technologies.
•
Civil: The Civil segment specialises in the delivery of private and public civil infrastructure projects, mine
development, bulk earthworks and commercial and residential subdivisions. Civil construction projects
include roads, bridges, tailings storage facilities, rail formations, ports, renewable energy projects, water
infrastructure and concrete installations.
•
Mining: The Mining segment specialises in mine management, contract mining, load and haul, drill and
blast, coal handling preparation plants, maintenance services and the fabrication of water and service
vehicles.
•
Minerals, Energy & Technologies: The Minerals, Energy & Technologies (MET) segment includes
Primero Group (Primero), RCR Mining Technologies (RCR), DIAB Engineering (DIAB) and Overflow
Industrial (OFI). Primero is a multidisciplinary engineering business that specialises in the design,
construction, operation and maintenance of global resource projects across the mineral processing,
energy and non-process infrastructure market segments. RCR is a leading Original Equipment
Manufacturer (OEM) that offers innovative materials handling design capability. DIAB is an engineering
and fabrication services provider to the metals and mining industry and provides specialist maintenance
(shutdown services and onsite maintenance), industrial engineering and construction services. OFI
specialises in industrial electrical engineering, automation, switchboard design and manufacture,
instrumentation and electrical design and construction across a number of sectors including mining and
resources, government and defence, fuels and explosives, infrastructure, utilities and industrial
processing.
Segment results include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise predominantly corporate expenses. Inter-segment pricing is
determined on an arm’s length basis.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
56
NRW HOLDINGS | ANNUAL REPORT 2024
2.1
Segment Reporting Continued
Reportable Segment Revenues and Results
2024
Civil
Mining
MET
Corporate /
Eliminations
Total
$’000
$’000
$’000
$’000
$’000
Revenue
655,459
1,524,875
791,808
(59,135)
2,913,007
EBITDA(1)
31,712
259,332
61,157
(17,401)
334,800
EBITDA margin (%)
4.8%
17.0%
7.7%
-
11.5%
Depreciation and amortisation(2)
(1,897)
(115,782)
(15,612)
(6,372)
(139,663)
EBITA(3)
29,815
143,550
45,545
(23,773)
195,137
EBITA margin (%)
4.5%
9.4%
5.8%
-
6.7%
Amortisation of acquisition intangibles(4)
(5,890)
Non-recurring transactions(5)
(28,120)
Net interest
(18,317)
Profit before income tax
142,810
Income tax expense
(37,714)
Profit for the year
105,096
2023
Civil
Mining
MET
Corporate /
Eliminations
Total
$’000
$’000
$’000
$’000
$’000
Revenue
548,033
1,441,042
729,114
(51,125)
2,667,064
EBITDA(1)
23,387
234,039
43,964
(12,587)
288,803
EBITDA margin (%)
4.2%
16.2%
6.0%
-
10.8%
Depreciation and amortisation(2)
(2,727)
(99,986)
(13,500)
(6,315)
(122,528)
EBITA(3)
20,660
134,053
30,464
(18,902)
166,275
EBITA margin (%)
3.8%
9.3%
4.2%
-
6.2%
Amortisation of acquisition intangibles(4)
(5,890)
Non-recurring transactions(5)
(18,302)
Net interest
(17,165)
Profit before income tax
124,918
Income tax expense
(39,283)
Profit for the year
85,635
(1)
EBITDA is earnings before interest, tax, depreciation, amortisation of acquisition intangibles and non-recurring transactions.
(2)
Includes depreciation, and amortisation of software.
(3)
EBITA is earnings before interest, tax and amortisation of acquisition intangibles and non-recurring transactions.
(4)
Amortisation of intangibles as part of business acquisitions.
(5)
Non-recurring transactions in FY24 included transactions relating to the Wärtsilä settlement offset by net gains on investments. In FY23,
transactions related to Gascoyne Resources and Nathan River Resources.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
57
NRW HOLDINGS | ANNUAL REPORT 2024
2.1
Segment Reporting Continued
Segment Assets and Liabilities
Segment Assets
Segment Liabilities
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Civil
174,442
98,403
134,035
96,368
Mining
806,069
776,866
464,673
461,070
MET
374,066
375,062
219,489
191,640
Unallocated
257,681
239,590
141,505
130,721
Consolidated
1,612,258
1,489,921
959,702
879,799
Information About Major Customers
Included in the revenues arising from sales of the reportable segments are approximate revenues to arise from the
sales to the Group’s largest customers.
For the year end 30 June 2024, there were two major customers, one contributing 12.1% of group revenue being
$352.6 million for the Civil segment and the other contributing 10.9% of group revenue being $316.9 million for the
Mining segment.
For the year end 30 June 2023, there was only one major customer contributing 11.1% of group revenue being
$297.1 million for the Mining segment.
2.2
Revenue
Construction Contracts
Revenues from construction contracts are recognised by reference to the stage of completion of the contract
activity. Measurement is based on the proportion of contract costs incurred for work performed to date relative to
the estimated total contract costs, except where this would not be representative of the stage of completion.
The Directors consider that this input method is an appropriate measure of the progress towards complete
satisfaction of performance obligations under AASB 15: Revenue from Contracts with Customers.
The Group becomes entitled to invoice customers for construction contracts based on achieving a series of
performance-related milestones. When a particular milestone is reached, the customer is sent a relevant statement
of work signed by a third party assessor and an invoice for the related milestone payment. The Group will previously
have recognised a contract asset for any work performed. Any amount previously recognised as a contract asset
is reclassified to trade receivables at the point at which it is invoiced to the customer. If the milestone payment
exceeds the revenue recognised to date under the cost-to-cost method, then the Group recognises a contract
liability for the difference.
Service Contracts
Revenue from service contracts is recognised on the basis of the value of work completed. Customer contracts are
generally based on schedule of rates for each of the activities performed which identify value for the work performed
and hence the value of revenue to be recognised.
Revenue for preventative maintenance contracts is recognised progressively over the contract term.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
58
NRW HOLDINGS | ANNUAL REPORT 2024
2.2
Revenue Continued
Transaction Price and Contract Modifications
The transaction price is the amount of consideration to which the Company expects to be entitled to under the
customer contract and which is used to value total revenue and is allocated to each performance obligation. The
determination of this amount includes both ‘fixed consideration’ (for example the agreed lump sum, aggregated
schedule of rates or pricing for services) and ‘variable consideration’.
The main variable consideration elements are claims (contract modifications) and consideration for optional works
and provisional sums, each of which needs to be assessed. Contract modifications are changes to the contract
approved by the parties to the contract. When determining whether approval has been granted by the parties to
the contract, the Group takes into consideration factors including, but not limited to, contract terms, customary
business practices, the status of the negotiation process, the ability to enforce the other party and expert legal
opinion.
A contract modification may exist even though the parties to the contract may not have finalised the scope or price
(or both) of the modification. Contract modifications may include a claim, which is an amount that the contractor
seeks to collect as reimbursement for costs incurred (and/or to be incurred) due to reasons or events that could
not be foreseen and are not attributable to the contractor, for more work performed (and/or to be performed) or
variations that were not formalised in the contract scope.
The right to income from a contract modification shall be provided to the extent the agreement with the customer
creates enforceable rights and obligations. Once the enforceable right has been identified, the Group applies the
guidance given in AASB 15: Revenue from Contracts with Customers in relation to variable consideration. This
requires an assessment that it is highly probable that there will not be a significant reversal of this revenue in the
future.
Costs to Obtain and Fulfil a Contract
Costs incurred during the tender/bid process are expensed, unless they are incremental to obtaining the contract
and the Group expects to recover those costs or where they are explicitly chargeable to the customer regardless
of whether the contract is obtained. The incremental costs of obtaining a contract are those costs that an entity
incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.
Financing Components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or
services to the customer represents a financing component. As a consequence, the Group does not adjust any of
the transaction prices for the time value of money.
Warranties
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 are 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. Refer to note 3.11 for further details.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
59
NRW HOLDINGS | ANNUAL REPORT 2024
2.2
Revenue Continued
Key Judgements and Estimates
Stage of completion
Determining the stage of completion requires an estimate of expenses incurred to date as a percentage of total
estimated costs. Key assumptions regarding costs to complete include estimations of labour, technical costs,
impact of delays and productivity. These estimates are performed by qualified professionals within the project
teams.
Variable consideration
The measurement of the additional consideration arising from claims is subject to a high level of uncertainty,
both in terms of the amounts that the customer will pay and the collection times, which usually depend on the
outcome of negotiations between the parties or decisions taken by judicial/arbitration bodies. The Group
considers all the relevant aspects and circumstances such as the contract terms, business and negotiating
practices of the sector, the Group’s historical experiences with similar contracts and consideration of those
factors that affect the variable consideration that are out of the control of the Group or other supporting evidence
when making the above decision.
Remaining Performance Obligations (Work in Hand)
The transaction price allocated to remaining performance obligations (unsatisfied or partially satisfied) at
30 June 2024 is set out below.
Consolidated
2024
2023
$’000
$’000
Civil
447,958
591,477
Mining
3,415,801
3,886,150
MET
1,075,161
1,412,328
Total
4,938,920
5,889,955
2.3
Other Income
Consolidated
2024
2023
$’000
$’000
Gain on sale of financial assets
23,059
-
Fair value net gains on financial assets
-
1,428
Profit on sale of property, plant and equipment
1,132
1,997
Lease income
602
494
All other income
3,118
2,082
Total
27,911
6,001
2.4
Other Expenses
Consolidated
2024
2023
$’000
$’000
Wärtsilä settlement and associated legal fees
(28,304)
(3,923)
Impairment of financial assets (Spartan Resources)
-
(11,979)
Fair value net losses on financial assets
(11,501)
-
All other expenses
(42,555)
(40,541)
Total
(82,360)
(56,443)
NOTES TO FINANCIAL STATEMENTS
CONTINUED
60
NRW HOLDINGS | ANNUAL REPORT 2024
2.5
Net Finance Costs
Consolidated
2024
2023
$’000
$’000
Interest income
3,130
1,335
Total finance income
3,130
1,335
Interest expense on financial debt
(18,366)
(15,424)
Interest expense on lease debt
(3,081)
(3,076)
Total finance expenses
(21,447)
(18,500)
Net finance costs
(18,317)
(17,165)
3
BALANCE SHEET
3.1
Trade and Other Receivables
Consolidated
2024
2023
$’000
$’000
Trade receivables
152,108
108,423
Contract assets
250,607
240,085
Other receivables including loans to associates
27,077
15,453
Total trade and other receivables
429,792
363,961
Trade Receivables
Trade receivables represent receivables in respect of which the Group’s right to consideration is unconditional,
subject only to the passage of time. Trade receivables and other receivables are initially recognised at fair value
and subsequently at amortised cost, using the effective interest rate method, less an allowance for expected credit
losses.
The average credit period on trade receivables ranges from 30 to 75 days in most cases. In determining the
recoverability of a trade receivable, the Group used the expected credit loss model as per AASB 9: Financial
Instruments.
Contract Assets
AASB 15 uses the terms ‘contract asset’ and ‘contract liability’ to describe what might more commonly be known
as ‘accrued revenue’ and ‘deferred revenue’. Contract assets represent the Group’s right to consideration for
services provided to customers for which the Group’s right remains conditional on something other than the
passage of time. Amounts are generally reclassified to trade receivables when contract performance obligations
have been certified or invoiced to the customer. Contract liabilities arise where payment is received prior to work
being performed.
Age of Trade Receivables that are Past Due
Consolidated
2024
2023
$’000
$’000
61 - 90 days
2,529
888
91 days+
4,383
559
Total
6,912
1,447
Past due is defined under AASB 7: Financial Instruments: Disclosures to mean any amount outstanding for one or
more days after the contractual due date. Past due amounts relate to a number of trade receivable balances where,
for various reasons, the payment terms may not have been met. The expected credit losses are immaterial.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
61
NRW HOLDINGS | ANNUAL REPORT 2024
3.1
Trade and Other Receivables Continued
Key Judgements and Estimates
Estimation of contract revenue (contract assets)
Where performance obligations are satisfied over time, revenue is recognised in the consolidated statement of
profit and loss by reference to the progress towards complete satisfaction of each performance obligation.
Fundamental to this calculation is a reliable estimate of the transaction price. Refer to note 2.2 for judgements
applied in determining the amount of unbilled revenue to recognise.
3.2
Inventories
Consolidated
2024
2023
$’000
$’000
Raw materials and consumables
88,202
84,363
Work in progress
15,725
12,935
Total inventories
103,927
97,298
3.3
Property, Plant and Equipment
Land
Buildings
Leasehold
Improvements
Plant and
Equipment
Total
$’000
$’000
$’000
$’000
$’000
COST
Balance as at 30 June 2022
3,218
7,249
4,364
997,955
1,012,786
Acquisitions from business combination
-
-
165
689
854
Additions
-
-
60
183,340
183,400
Disposals
-
(20)
-
(88,644)
(88,664)
Balance as at 30 June 2023
3,218
7,229
4,589
1,093,340
1,108,376
Additions
-
-
200
192,646
192,846
Disposals
(2,205)
(619)
(9)
(66,088)
(68,921)
Balance as at 30 June 2024
1,013
6,610
4,780
1,219,898
1,232,301
DEPRECIATION
Balance as at 30 June 2022
1,000
6,094
2,174
580,009
589,277
Depreciation expense
-
223
232
107,753
108,208
Disposals
-
(18)
-
(80,050)
(80,068)
Balance as at 30 June 2023
1,000
6,299
2,406
607,712
617,417
Depreciation expense
-
161
231
122,075
122,467
Disposals
(1,000)
(619)
(163)
(59,955)
(61,737)
Balance as at 30 June 2024
-
5,841
2,474
669,832
678,147
CARRYING VALUES
At 30 June 2023
2,218
930
2,183
485,628
490,959
At 30 June 2024
1,013
769
2,306
550,066
554,154
Recognition and Measurement
The value of property, plant and equipment is measured as the cost of the asset less accumulated depreciation
and impairment. All property, plant and equipment, other than freehold land, is depreciated or amortised at rates
appropriate to the estimated useful life of the assets or in the case of certain leased plant and equipment, the
shorter lease term or hours (usage) reflecting the effective lives.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
62
NRW HOLDINGS | ANNUAL REPORT 2024
3.3
Property, Plant and Equipment Continued
A technical assessment of the operating life of an asset requires significant judgement. Useful lives are amended
prospectively when a change in the operating life is determined.
The normal expected useful lives bands are:
Buildings
4 to 40 years
Leasehold improvements
2 to 7 years
Major plant and equipment
5 to 10 years (normally based on machine hours)
Minor plant and equipment
1.5 to 10 years
Office equipment
2 to 8 years
Furniture and fittings
2 to 5 years
Motor vehicles
3 to 7 years
The bands provide a range of effective lives, regardless of methodology used in the depreciation process (either
machine hours or straight line).
Depreciation rates and methods are normally reviewed at least annually. Where depreciation rates or methods are
changed, the net written-down value of the asset is depreciated from the date of the change in accordance with
the new depreciation rate or method. Depreciation recognised in prior financial years is not changed, that is, the
change in depreciation rate or method is accounted for on a ‘prospective’ basis. An asset’s carrying amount is
written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss.
Property, plant and equipment, as well as intangible assets, are systematically depreciated or amortised to their
estimated residual values over their projected useful lives. The determination of these useful lives, and
consequently the rate of depreciation or amortisation, aligns with NRW’s climate-related commitments.
The Group’s policies regarding property, plant and equipment, as well as intangible assets, are also subject to
considerations of impairment estimation uncertainties, as detailed in note 3.9. This note provides information on
key judgements and estimates related to climate-related matters that could potentially impact the useful economic
lives of the associated assets.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
63
NRW HOLDINGS | ANNUAL REPORT 2024
3.4
Right-of-Use (RoU) Assets
RoU
Buildings
RoU
Plant and Equipment
Total
$’000
$’000
$’000
COST
Balance as at 30 June 2022
57,091
15,150
72,241
Acquisitions from business combinations
235
-
235
Additions
5,718
8,179
13,897
Disposals
(3,590)
(4,411)
(8,001)
Balance as at 30 June 2023
59,454
18,918
78,372
Additions
3,363
6,614
9,977
Disposals
(840)
(4,838)
(5,678)
Balance as at 30 June 2024
61,977
20,694
82,671
DEPRECIATION
Balance as at 30 June 2022
20,444
7,329
27,773
Depreciation expense
8,493
5,166
13,659
Disposals
(3,590)
(4,411)
(8,001)
Balance as at 30 June 2023
25,347
8,084
33,431
Depreciation expense
9,466
6,125
15,591
Disposals
(840)
(4,838)
(5,678)
Balance as at 30 June 2024
33,973
9,371
43,344
CARRYING VALUES
At 30 June 2023
34,107
10,834
44,941
At 30 June 2024
28,004
11,323
39,327
NOTES TO FINANCIAL STATEMENTS
CONTINUED
64
NRW HOLDINGS | ANNUAL REPORT 2024
3.5
Investments in Listed Equities
Consolidated
2024
2023
$’000
$’000
Investments at fair value through profit and loss
Spartan Resources Limited (formerly Gascoyne) (ASX: SPR)(1)
-
9,964
Green Technology Metals Limited (ASX: GT1)
1,262
11,960
Barton Gold Limited (ASX: BGD)
1,983
1,983
Grid Metals Corp. (TSXV: GRDM.V)
715
1,644
Other listed equities
399
271
Total investments in listed equities
4,359
25,822
(1)
Total shareholding sold during the period for $33.0 million.
All equity investments within the scope of AASB 9 are measured at fair value in the statement of financial position
with value changes recognised in profit or loss, except for those equity investments for which the Group has elected
the option to present value changes in other comprehensive income if it is not held for trading. The fair value of the
listed equities is determined based on prices quoted on stock exchanges at the close of trading on 30 June 2024.
The quoted prices are derived from active markets, ensuring a high degree of reliability in the valuation process.
3.6
Investments in Associates
Consolidated
2024
2023
Interest in Associates
Salini Impregilo NRW Joint Venture
20%
20%
NewGen Drilling Pty Ltd
-
20%
Reconciliation and Movement in the Group’s Carrying Value of its Investments
Consolidated
2024
2023
$’000
$’000
Opening balance of investment in associates
1,104
1,599
Share of profit / (loss) from equity accounted investments
113
(495)
Sale of share in associates
(1,217)
-
Closing balance of investment in associates
-
1,104
The Group accounts for its investments in associates using the equity method. The investment in associates is
carried at cost plus post-acquisition changes in the Group’s share of the associates’ net assets, less any impairment
in value in accordance with AASB 136: Impairment of Assets.
Key Judgements and Estimates
Determination of control
The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting
rights in an investee are sufficient to give it control, including:
•
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
•
Potential voting rights held by the Company, other vote holders or other parties;
•
Rights arising from other contractual arrangements; and
•
Any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholders’ meetings.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
65
NRW HOLDINGS | ANNUAL REPORT 2024
3.7
Intangible Assets
Software and
System
Development
Patent Technology
Brand Names
Customer
Relationships
Total
$’000
$’000
$’000
$’000
$’000
COST
Balance as at 30 June
2022
18,108
9,460
17,967
71,046
116,581
Additions
3,896
-
-
-
3,896
Assets recognised on
business combinations
-
-
703
3,940
4,643
Balance as at 30 June
2023
22,004
9,460
18,670
74,986
125,120
Additions
1,985
-
-
-
1,985
Balance as at 30 June
2024
23,989
9,460
18,670
74,986
127,105
AMORTISATION
Balance as at 30 June
2022
12,835
9,460
-
53,483
75,778
Amortisation expense
661
-
-
5,890
6,551
Balance as at 30 June
2023
13,496
9,460
-
59,373
82,329
Amortisation expense
1,604
-
-
5,890
7,494
Balance as at 30 June
2024
15,100
9,460
-
65,263
89,823
CARRYING VALUES
At 30 June 2023
8,508
-
18,670
15,613
42,791
At 30 June 2024
8,889
-
18,670
9,723
37,282
Intangible Assets Acquired in a Business Combination
Intangible assets acquired in a business combination and recognised separately from goodwill are recognised
initially at their fair value at the acquisition date (which is regarded as their deemed cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses.
Software and System Development
Software is recognised at cost of acquisition. Software has a finite life and is carried at cost less any accumulated
amortisation and any impairment losses. Software is amortised over its useful life ranging from two to seven years.
Patent Technology
Patents are initially recognised at their fair value at the acquisition date (which is regarded as their deemed cost).
Patents have a finite life and are carried at cost less any accumulated amortisation and any impairment losses.
They are amortised over their useful life of up to five years.
Brand Names
Brand names recognised by the Group have an indefinite useful life and are not amortised. Each period, the useful
life of this asset is reviewed to determine whether events and circumstances continue to support an indefinite useful
life assessment for the asset. Such assets are tested for impairment at least annually, or more frequently whenever
there is the presence of other indicators of impairment.
Customer Relationships
Customer relationships are initially recognised at their fair value at the acquisition date (which is regarded as their
deemed cost). Customer relationships have a finite life and are carried at cost less any accumulated amortisation
and any impairment losses. They are amortised over their useful life of up to five years.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
66
NRW HOLDINGS | ANNUAL REPORT 2024
3.8
Goodwill
Consolidated
2024
2023
$’000
$’000
Balance at beginning of the period
170,323
168,467
Amounts recognised on business combinations
-
1,856
Balance at end of the period
170,323
170,323
Goodwill arising on an acquisition of a business is carried at cost established at the date of the acquisition of the
business less accumulated impairment losses, if any.
Goodwill is attributable to Cash Generating Units (CGU) aggregated in the following reporting segments whose
results are regularly reviewed by the Board.
2024
2023
$’000
$’000
Civil
18,513
18,513
Mining
59,858
59,858
MET
91,952
91,952
Balance at end of the period
170,323
170,323
3.9
Impairment of Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets may have suffered an impairment loss.
The determination of the existence of impairment indicators requires a degree of management judgement. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of a CGU to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are
allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives, intangible assets not yet available for use, and goodwill are tested for
impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use (VIU). In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which estimates of
future cash flows have not been adjusted. These estimates are based on internal budgets, forecasts and asset life
plans. Factors such as prices, operating costs, capital expenditure, taxes, risk adjustments applied to cash flows
and discount rates are considered in these projections. It should be noted that some assumptions and values may
differ from those of market participants, as they reflect management's perspective.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount
of the asset (or CGU) is reduced to its recoverable amount.
An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation decrease. The Company undertook formal
impairment testing for those obligatory CGUs to which goodwill and indefinite-life intangibles are allocated, and
those where the Company determined the existence of impairment indicators.
All estimates involve management's judgements and assumptions, and they are inherently subject to risks and
uncertainties beyond the control of the Group. Consequently, changes in circumstances have the potential to
significantly impact projections, thereby affecting the recoverable amount of assets / CGUs at each reporting date.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
67
NRW HOLDINGS | ANNUAL REPORT 2024
3.9
Impairment of Assets Continued
The Group recognises that climate-related impacts can affect NRW’s business and can potentially result in either
an increase or decrease in demand for the Group's services due to policy, regulatory (including carbon pricing
mechanisms), legal, technological, market or societal responses towards climate change, along with certain
physical impacts which might arise from heightened risks stemming from more frequent or severe extreme weather
events and long-term alterations in climate patterns. These impacts have been considered when assessing the
recoverable amounts for assets or CGUs within the Group.
Key areas of management judgement required in this assessment include:
Key Judgements and Estimates
Sales and earnings growth
The five-year cash flow estimates used in assessments for all CGUs were based on Board approved budgets
for the year ending 30 June 2025 adjusted for material known transactions. Growth assumptions thereafter are
2.5% (2023: 2.5%) per annum for each future year. The terminal value assumes perpetual growth of 2.5%
(2023: 2.5%). Growth rates do not exceed historical averages.
Discount rate
A pre-tax discount rate of 12.2% (2023: 14.1%), which includes a risk margin, was applied to the cash flows
within each of the CGUs.
Working capital and capital expenditure
Working capital has been adjusted to return to, and continue to reflect, what management estimate to be normal
operating levels in order to continue to support the underlying businesses.
Capital expenditure forecasts were based on the various strategic business plans and those levels considered
appropriate to sustain current growth projections above the current level of operating activities.
The Company was satisfied that the recoverable values were sufficiently in excess of their carrying values at
reporting date. This conclusion was supported having applied a sensitivity analysis on the key assumptions used
in determining the recoverable values.
Sensitivity Analysis
Short-term assumptions
The Company simulated several scenarios to sensitise future cash flows for different outcomes associated with
the short-term climate-related risks identified in assessing indicators of potential impairment, highlighted above.
These included the net future cash flow impacts of:
•
An absolute or timing delay for disruptions at a current client’s operations; or
•
A non-award or delay to an award of future contracts.
Long-term assumptions
In addition, the Company undertook sensitivity analysis with regard to the longer-term drivers of future cash flow
relating to:
•
Future years’ growth rate assumption adjusted to a range of 1.5% to 3.5% growth per annum; and
•
Pre-tax discount rate assumption increased from 12.2% to 13.9%, representing the higher degree of
risk to returns through an extended period of higher uncertainty surrounding input costs due to global
inflationary pressures, labour availability, supply chain constraints and climate-related impacts.
Each of these individual sensitivities were performed in isolation of the other and did not result in the carrying
values of any CGU exceeding their respective recoverable amounts assessed at 30 June 2024.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
68
NRW HOLDINGS | ANNUAL REPORT 2024
3.10 Trade and Other Payables
Consolidated
2024
2023
$’000
$’000
Trade payables
233,560
250,060
Goods and service tax
9,511
9,416
Other payables
68,537
34,011
Accruals
111,393
93,650
Total trade and other payables
423,001
387,137
The amounts are unsecured and are usually paid within 30 to 60 days of recognition.
The Group has financial risk management policies in place to ensure that all payables are paid within credit terms
pre-agreed. All payables are expected to be settled within the next 12 months.
3.11 Provisions
Consolidated
Onerous
Contracts
Warranty
and Other
Employee
Benefits
Total
$’000
$’000
$’000
$’000
Total balance as at 30 June 2023
130
1,924
88,319
90,373
Provisions made during the year
10
2,159
109,199
111,368
Provisions applied during the year
(140)
(1,313)
(88,815)
(90,268)
Total balance as at 30 June 2024
-
2,770
108,703
111,473
Current provisions
-
1,319
95,562
96,881
Non-current provisions
-
1,451
13,141
14,592
Total balance as at 30 June 2024
-
2,770
108,703
111,473
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time
value of money is material).
Onerous Contracts
A provision is made for the difference between the expected cost of fulfilling a contract and the expected unearned
portion of the transaction price where the forecast costs are greater than the forecast revenue. The provision is
recognised in full in the period in which loss-making contracts are identified under AASB 137.
Warranties and Other
Provisions for warranties and defect claims are made for the estimated liability on all products still under warranty
at balance sheet date and known defects arising under service and construction contracts.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
69
NRW HOLDINGS | ANNUAL REPORT 2024
3.11 Provisions Continued
Employee Benefits
The employee benefits liability represents accrued wages and salaries, leave entitlements and other incentives
recognised in respect of employees’ services up to the end of the reporting period. These liabilities are measured
at the amounts expected to be paid when they are settled and include related on-costs.
Key Judgements and Estimates
Onerous contracts
These provisions have been calculated based on management’s best estimate of discounted net cash outflows
required to fulfil the contracts (where the effect of the time value of money is material). The status of these
contracts and the adequacy of provisions are assessed at each reporting date.
Warranties
The provision is estimated having regard to previous claims experience.
Long service leave
Management judgement is applied in determining employee entitlements for long service leave. This
determination considers future increases in wages and salaries, future on-cost rates, employee departures and
period of service. Expected future payments are discounted using the market yield at the reporting date on
Australian corporate bonds, with terms to maturity and currencies to match, as close as possible, the estimated
future cash outflows.
4
CAPITAL STRUCTURE
The Group manages its capital structure to ensure that entities in the Group will be able to continue as a going
concern while maximising returns to shareholders.
Gearing Ratio
The Board meets regularly to determine the level of borrowings and shareholder funding required to appropriately
support business operations. The gearing ratio is a function of the capital structure, dividends and movements in
debt. The gearing ratio was calculated at 30 June 2024 as:
Consolidated
2024
2023
$’000
$’000
Cash and cash equivalents
246,648
227,580
Financial debt
(279,808)
(260,417)
Lease debt
(45,651)
(51,503)
Net Debt
(78,811)
(84,340)
Total equity
652,556
610,122
Gearing
12.1%
13.8%
Gearing excl. lease debt
5.1%
5.4%
NOTES TO FINANCIAL STATEMENTS
CONTINUED
70
NRW HOLDINGS | ANNUAL REPORT 2024
4.1
Financial Instruments and Risk Management
Capital Risk Management
The capital structure of the Group is comprised of debt and equity. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares or increase or decrease debt.
The Group’s objectives when managing capital are to safeguard its ability to operate as a going concern so that it
can meet all its financial obligations when they fall due, provide adequate returns to shareholders, maintain an
appropriate capital structure to optimise its cost of capital and maintain an investment grade credit rating to ensure
ongoing access to funding. The Group is subject to certain financing arrangement 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.
Financial Risk Management
The Group’s overall financial risk strategy seeks to ensure appropriate funding levels, approved treasury directives
to meet ongoing project needs and to allow flexibility for growth. The Board has ultimate responsibility for the
Group’s policy of risk management. The risk policies and procedures are reviewed periodically. In addition, the
going concern basis is reviewed throughout the year, ensuring adequate working capital is available.
The financial instruments in the Group primarily consist of interest-bearing debt, cash, trade receivables and
payables. The Group has minimal foreign currency risks.
Interest Rate Risk Management
Interest rate risk is the risk that the value of a financial instrument or cash flow associated with the instrument will
fluctuate due to changes in the market interest rates. Sources of financial exposure include variable-rate borrowings
(cash flow risk) and fixed-rate borrowings (fair value risk). Interest rate exposures are kept within an acceptable
range as determined by the Board.
The Board continues to monitor the Group’s exposure to market rate volatility. If the Group were to consider a
movement of 200 basis points in interest rates or cost of funds, this would have an immaterial impact circa
$1.0 million to the cost of debt. Refer to the Consolidated Interest and Liquidity table on the following page for
further details around interest rate profiles.
Foreign Exchange and Currency Exposure
The Group consolidated financial statements are presented in Australian dollars (AUD). The Board considers that
movements in foreign currency will have virtually no impact on operating profits, given that most projects are agreed
and billed in Australian dollars, and cash holdings in other currencies other than AUD are negligible. Should foreign
operations expand, suitable risk measures would be put in place accordingly. Any new developments which the
Group considers or bids for are considered as part of the risk management reviews held by the Board. Other than
specific transactions or purchases negotiated with the supplier, transactions dealing in foreign currency are dealt
with at spot rates.
Liquidity Risk Management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Ultimate
responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk
management framework for the management of the Company’s short, medium and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining appropriate banking facilities,
ensuring a suitable credit control program, continuously monitoring forecast and actual cash flows, and considering
the level of capital commitment commensurate with project demands and other market forces.
The estimated contractual maturity for its financial liabilities and financial assets is set out in the following tables.
The tables show the effective interest rates and average interest rates as relevant to each class.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
71
NRW HOLDINGS | ANNUAL REPORT 2024
Effective Interest
Rate
Total
< 1 Year
1 to 5
Years
> 5 Years
$’000
$’000
$’000
$’000
Bank loans
7.2%
49,561
9,561
40,000
-
Equipment finance
5.6%
230,046
68,236
161,810
-
Lease debt
6.6%
45,651
15,665
29,986
-
Trade and other payables(1)
423,001
423,001
-
-
Other
201
201
-
-
Subtotal
748,460
516,664
231,796
-
(1)
Normal trade payable terms. See note 3.10.
Consolidated Interest and Liquidity Analysis 2023 – Financial Liabilities
Effective Interest
Rate
Total
< 1 Year
1 to 5
Years
> 5 Years
$’000
$’000
$’000
$’000
Bank loans
6.0%
42,037
12,662
29,375
-
Equipment finance
5.0%
218,181
66,041
152,140
-
Lease debt
6.3%
51,503
14,342
34,133
3,028
Trade and other payables(1)
387,137
387,137
-
-
Other
199
199
-
-
Subtotal
699,057
480,381
215,648
3,028
(1)
Normal trade payable terms. See note 3.10.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations.
The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including deposits with banks and financial institutions and other financial instruments. The carrying
amount of financial assets recorded in the financial statements net of any allowance for losses, represents the
Group’s maximum exposure to credit risk without taking into account the value of any collateral.
Trade and other receivables payment terms are primarily 30 to 75 days. Cash retentions are low as clients require
bonds and bank guarantees. The Group’s exposure and the credit ratings of these counterparties are regularly
monitored and transactions are diversified among approved counterparties.
Expected Credit Losses
The Group recognises a loss allowance for Expected Credit Losses (ECL) on investments in debt instruments that
are measured at amortised cost, including lease receivables, amounts due from customers and on loan
commitments.
The Group has elected to measure the loss allowance for a financial instrument at an amount equal to the lifetime
ECL if the credit risk of that financial instrument has increased significantly since initial recognition. Lifetime ECL
represents the expected credit losses that will result from all possible default events over the expected life of a
financial instrument.
In making the assessment, management takes into consideration the Group’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the
current, as well as the forecast direction of conditions at the reporting date, including time value of money where
appropriate.
The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the
respective financial instrument.
As at 30 June 2024, expected credit losses are immaterial.
4.1
Financial Instruments and Risk Management Continued
Consolidated Interest and Liquidity Analysis 2024 – Financial Liabilities
NOTES TO FINANCIAL STATEMENTS
CONTINUED
72
NRW HOLDINGS | ANNUAL REPORT 2024
4.2
Issued Capital
Fully Paid Ordinary Shares
Consolidated
2024
2023
$’000
$’000
ORDINARY SHARES
455,102,564 fully paid ordinary shares
(2023: 451,247,975)
383,416
383,416
All issued shares are fully paid and rank equally. Fully paid ordinary shares carry one vote per share and carry a
right to dividends.
Consolidated
2024
2024
2023
2023
No. ‘000
$‘000
No. ‘000
$‘000
FULLY PAID ORDINARY SHARES
Balance at the beginning of the financial year
451,248
383,416
449,194
383,416
Issue of shares to executives and employees
3,855
-
2,054
-
Balance at the end of the period
455,103
383,416
451,248
383,416
4.3
Reserves
Consolidated
2024
2023
$’000
$’000
Share based payment reserve
20,565
17,479
Foreign currency reserve
(67)
(2)
Total reserves
20,498
17,477
Share Based Payment Reserve
Consolidated
2024
2023
$’000
$’000
Balance at the beginning of the financial year
17,479
14,358
Share based payments
3,086
3,121
Balance at the end of the financial year
20,565
17,479
Information relating to performance rights, including details of rights issued, exercised and lapsed during the
financial year and outstanding at the end of the financial year, is set out in the Remuneration Report and at
note 4.7.
4.4
Retained Earnings
Consolidated
2024
2023
$’000
$’000
Balance at the beginning of the financial year
209,229
193,395
Net profit attributable to members of the parent entity
105,096
85,635
Dividends paid
(65,683)
(69,801)
Balance at the end of the financial year
248,642
209,229
NOTES TO FINANCIAL STATEMENTS
CONTINUED
73
NRW HOLDINGS | ANNUAL REPORT 2024
4.5
Dividends
During the period, NRW Holdings Limited made the following dividend payments:
Fully Paid Ordinary Shares
Consolidated Year Ended
30 June 2024
Consolidated Year Ended
30 June 2023
Cents per share
$’000
Cents per share
$’000
Final dividend (FY23 / FY22)
8.0
36,101
7.0
31,444
Interim dividend (FY24 / FY23)
6.5
29,582
8.5(1)
38,357
Total dividend payments
65,683
69,801
(1)
This was an unfranked dividend.
The Directors have declared a final dividend for the current financial year of 9.0 cents per share. The dividend will
be fully franked and paid in October 2024.
Franking Account
Consolidated
2024
2023
$’000
$’000
Franking account balance at 1 July
1,798
14,985
Australian income tax paid
27,171
278
Franking credits transferred to head entity upon acquisition
-
972
Franking credits attached to dividends paid:
As final dividend
(15,471)
(13,476)
As interim dividend
(12,678)
-
Accrued dividend paid to vendors of acquired company after acquisition
-
(961)
Franking account balance at 30 June
820
1,798
Franking credits that will attach to the payment of fully franked dividends declared
but not paid as at reporting date
(17,554)
(15,471)
4.6
Earnings Per Share
Consolidated
2024
2023
Profit for the year ($’000)
105,096
85,635
Weighted average number of shares for the
purposes of basic earnings per share (000s)
453,913
450,404
Basic earnings per share
23.2 cents per share
19.0 cents per share
Shares deemed to be issued for no consideration in respect of:
Performance rights (000’s)
8,103
9,063
Weighted average number of shares used for the
purposes of diluted earnings per share (000s)
462,016
459,467
Diluted earnings per share
22.7 cents per share
18.6 cents per share
NOTES TO FINANCIAL STATEMENTS
CONTINUED
74
NRW HOLDINGS | ANNUAL REPORT 2024
4.7
Share Based Payments
Share based compensation payments are provided to employees in accordance with the NRW Holdings Limited
Performance Rights Plan (PRP) detailed in the Remuneration Report.
Share based compensation payments are measured at the fair value of the equity instruments at the grant date.
The choice of valuation methodology is determined by the structure of the awards, particularly the vesting
conditions:
•
Market based valuations – a Monte-Carlo simulation valuation methodology is used to determine the
share based payment cost relative to TSR growth. The valuation methodology used is chosen from those
available to incorporate an appropriate amount of flexibility with respect to the particular performance and
vesting conditions of the award; and
•
Non-market-based valuations – EBITDA, EBITA, EPS and Gearing targets are based on a 30-day VWAP
up to and including the grant date, risk-weighted for the likelihood of achievement of the vesting
conditions. The valuation methodology assumes between 25% and 100% achievement of vesting
conditions.
The variables in the valuation model are the share price on the date of the award, the duration of the award, the
risk-free interest rate, share price volatility and dividend yield. The inputs used for each of the current schemes are
provided below.
Scheme ID
Risk-Free
Interest Rate
Share Price
Volatility
Dividend Yield
Value
(cents per share)
O
0.29%
62.74%
1.34%
30.1 to 182
S
0.29%
92.52%
3.62%
56.1 to 153
T
0.29%
87.82%
3.62%
60.5 to 153
U
0.27%
65.21%
3.62%
38.7 to 192
W
1.02%
62.08%
6.57%
20.2 to 165
X
0.42%
62.12%
6.57%
12.8 to 152
Y
3.23%
61.10%
8.13%
47.9 to 252
Z
3.49%
61.10%
8.13%
44.6 to 254
A
3.06%
61.10%
8.13%
56.1 to 260
B
2.98%
61.10%
8.13%
63.8 to 289
C
3.28%
61.10%
8.13%
55.9 to 298
D
3.28%
61.10%
8.13%
55.9 to 298
E
2.88%
61.10%
8.13%
32.4 to 240
F
2.78%
61.10%
8.13%
33.4 to 239
G
3.98%
43.23%
7.06%
37.9 to 257
H
3.83%
43.23%
7.06%
48.4 to 284
I
3.86%
43.23%
7.06%
46.2 to 278
For all awards, the share price volatility assumption is representative of the level of uncertainty expected in the
movements of the Company’s share price over the life of the award. The assessment of the volatility includes the
historic volatility of the market price of the Company’s share and the mean reversion tendency of volatilities.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
75
NRW HOLDINGS | ANNUAL REPORT 2024
4.7
Share Based Payments Continued
Details of the awards for each scheme, the status of those awards and share based payment expense for KMP and non-KMP is provided in the table below.
Name / Scheme
Scheme
ID
Allocation
Date
Vesting
Date
Balance of
Unvested Equity
Awards as at
1 July 2023
Lapsed /
Forfeited
in FY24
Granted in FY24
Vested in FY24
Balance of Unvested
Equity Awards as at
30 June 2024
Fair Value
Per
Security
Fair Value
at Grant
Date
Fair Value at
Vesting Date
Share Based
Payments
Expense FY24
Number of Rights
Number of Rights
Number of Rights
Number of Rights
Cents
$
$
$
J Pemberton
FY20 Tranche 2
O
26/11/2019
30/11/2023
582,246
-
-
(582,246)
-
30.1 to 182
835,411
1,502,192
-
FY21 Tranche 1
U
25/11/2021
30/09/2023
750,000
-
-
(750,000)
-
38.7 to 192
798,625
2,017,500
-
FY22 Tranche 1
X
25/11/2021
30/09/2024
986,842
-
-
-
986,842
12.8 to 152
611,020
-
182,840
FY23 Tranche 1
Y
18/11/2022
30/09/2025
862,167
-
-
-
862,167
47.9 to 252
1,414,816
-
471,605
FY24 Tranche 1
G
30/11/2023
30/09/2026
-
-
693,333
-
693,333
37.9 to 257
1,035,666
-
345,222
Subtotal
3,181,255
-
693,333
(1,332,246)
2,542,342
4,695,538
3,519,692
999,667
R Simons
FY23 Tranche 1
Y
18/11/2022
30/09/2025
221,298
-
-
-
221,298
47.9 to 252
363,150
-
121,050
FY24 Tranche 1
G
30/11/2023
30/09/2026
-
-
240,376
-
240,376
37.9 to 257
359,062
-
119,687
Subtotal
221,298
-
240,376
-
461,674
722,212
-
240,737
G Caton
FY20 Tranche 2
O
20/07/2020
30/11/2023
137,980
-
-
(137,980)
-
30.1 to 182
197,975
355,988
-
FY21 Tranche 1
U
17/06/2022
30/09/2023
118,490
-
-
(118,490)
-
38.7 to 192
126,172
318,738
-
FY22 Tranche 1
X
17/06/2022
30/09/2024
157,730
-
-
-
157,730
12.8 to 152
97,661
-
29,224
FY23 Tranche 1
Y
18/11/2022
30/09/2025
137,620
-
-
-
137,620
47.9 to 252
225,835
-
75,278
FY24 Tranche 1
G
30/11/2023
30/09/2026
-
-
126,342
-
126,342
37.9 to 257
188,723
-
62,908
Subtotal
551,820
-
126,342
(256,470)
421,692
836,366
674,726
167,410
M Gollschewski
FY23 Tranche 1
C
8/02/2023
30/09/2025
55,804
-
-
-
55,804
55.9 to 298
108,111
-
36,037
FY24 Tranche 1
G
30/11/2023
30/09/2026
-
-
125,521
-
125,521
37.9 to 257
187,497
-
62,499
Subtotal
55,804
-
125,521
-
181,325
295,608
-
98,536
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
76
NRW HOLDINGS | ANNUAL REPORT 2024
4.7
Share Based Payments Continued
Name / Scheme
Scheme
ID
Allocation
Date
Vesting
Date
Balance of
Unvested Equity
Awards as at
1 July 2023
Lapsed /
Forfeited
in FY24
Granted in FY24
Vested in FY24
Balance of Unvested
Equity Awards as at
30 June 2024
Fair Value
Per
Security
Fair Value
at Grant
Date
Fair Value at
Vesting Date
Share Based
Payments
Expense FY24
Number of Rights
Number of Rights
Number of Rights
Number of Rights
Cents
$
$
$
Non-KMP Summary
FY20 Tranche 2
O
20/07/2020
30/11/2023
584,219
-
-
(584,219)
-
30.1 to 182
838,241
1,507,285
-
FY20 Tranche 2
S
1/06/2021
30/09/2023
656,250
-
-
(656,250)
-
58.2 to 153
811,425
1,765,313
-
FY21 Tranche 1
S
1/06/2021
30/09/2023
328,125
-
-
(328,125)
-
56.1 to 153
455,506
882,656
-
FY21 Tranche 2
T
1/06/2021
30/09/2024
262,500
-
-
-
262,500
60.5 to 153
448,069
-
-
FY21 Tranche 1
U
17/06/2022
30/09/2023
697,281
-
-
(697,281)
-
38.7 to 192
742,489
1,875,686
-
FY22 Tranche 1
W
16/12/2021
30/03/2025
197,368
-
-
-
197,368
20.2 to 165
136,421
-
40,940
FY22 Tranche 1
X
17/06/2022
30/09/2024
1,175,357
(134,320)
-
-
1,041,037
12.8 to 152
727,741
-
192,880
FY23 Tranche 1
Y
18/11/2022
30/09/2025
1,174,888
(119,743)
-
-
1,055,145
47.9 to 252
1,927,990
-
577,163
FY23 Tranche 1
Z
12/10/2022
30/09/2025
41,436
-
-
-
41,436
44.6 to 254
68,121
-
22,707
FY23 Tranche 1
A
6/12/2022
30/09/2025
23,481
-
-
-
23,481
56.1 to 260
40,462
-
13,487
FY23 Tranche 1
B
20/01/2023
30/09/2025
28,450
-
-
-
28,450
63.8 to 289
54,373
-
18,124
FY23 Tranche 1
D
8/02/2023
30/09/2025
21,053
-
-
-
21,053
55.9 to 298
40,787
-
13,596
FY23 Tranche 1
E
20/03/2023
30/09/2025
25,814
-
-
-
25,814
32.4 to 240
39,091
-
13,030
FY23 Tranche 1
F
21/03/2023
30/09/2025
15,937
(15,937)
-
-
-
33.4 to 239
24,092
-
-
FY24 Tranche 1
G
30/11/2023
30/09/2026
-
-
1,857,654
-
1,857,654
37.9 to 257
2,774,870
-
924,961
FY24 Tranche 1
H
19/04/2024
30/09/2026
-
-
95,372
-
95,372
48.4 to 284
161,155
-
53,717
FY24 Tranche 1
I
17/05/2024
30/09/2026
-
-
73,384
-
73,384
46.2 to 278
120,717
-
40,239
Subtotal
5,232,159
(270,000)
2,026,410
(2,265,875)
4,722,694
9,411,550
6,030,940
1,910,844
Grand Total
9,242,336
(270,000)
3,211,982
(3,854,591)
8,329,727
15,961,274
10,225,358
3,417,194
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
77
NRW HOLDINGS | ANNUAL REPORT 2024
5
FINANCING
5.1
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly-
liquid investments with original maturities of three months or less.
Reconciliation of Profit for the Period to Net Cash Flows from Operating Activities
Consolidated
2024
2023
$’000
$’000
PROFIT FOR THE PERIOD
105,096
85,635
Adjustments for:
Depreciation and amortisation
145,553
128,418
Gain on sale of financial assets
(23,059)
(4)
Fair value net loss / (gain) on financial assets
11,501
(3,307)
Share based payment expense
3,086
3,121
Profit on sale of property, plant and equipment
(1,132)
(1,997)
Share of (profit) / loss from associates
(113)
495
Net cash generated before movement in working capital
240,932
212,361
Change in trade and other receivables
(65,830)
44,687
Change in lease receivables
-
180
Change in inventories
(6,629)
(26,988)
Change in other assets
(815)
(2,597)
Change in trade and other payables
35,863
(8,108)
Change in provisions
21,100
(10,404)
Change in current tax liabilities
408
148
Change in deferred tax balances
8,503
37,715
Net cash from operating activities
233,532
246,994
5.2
Guarantees
Consolidated
2024
2023
$’000
$’000
Bank guarantees
11,907
27,410
Insurance bonds
340,099
154,740
Balance at the end of the financial year
352,006
182,150
The Group has contract performance bank guarantees and insurance bonds issued in the normal course of
business in respect to its contracts.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
78
NRW HOLDINGS | ANNUAL REPORT 2024
5.3
Financial Debt
Consolidated
2024
2023
$’000
$’000
SECURED AT AMORTISED COST
Current
Bank loans
9,561
12,662
Equipment finance
68,236
66,041
Other
201
199
Total current financial debt
77,998
78,902
Non-current
Bank loans
40,000
29,375
Equipment finance
161,810
152,140
Total non-current financial debt
201,810
181,515
Total financial debt
279,808
260,417
All loans and financial debt are initially recognised at fair value, being the amount received less attributable
transaction costs. After initial recognition, interest-bearing liabilities are stated at amortised cost, with any difference
between cost and redemption value being recognised in the statement of profit or loss over the period of the
borrowings on an effective interest basis.
Various financial institutions provide the Group with fixed interest rate finance leases, secured by the underlying
assets financed.
As at 30 June 2024, the Group is in compliance with its obligations under its facilities and expects to be in
compliance with agreed covenants throughout the year ending 30 June 2025. The Group has in place a multi-
option general banking facility with Bankwest and Bank of China. The agreement provides NRW with facilities to
be used for contract guarantees, and facilities which can be used for either contract guarantees or as working
capital (an overdraft facility). As discussed at note 7.6 within these Financial Statements, subsequent to year-end,
the Group has negotiated new and expanded facilities.
Financial debt movement reconciliation for the year ended 30 June 2024.
Consolidated
2024
2023
$’000
$’000
Opening balance
260,417
233,160
Equipment finance assumed (through business acquisition)
-
322
New equipment finance
85,032
104,411
Repayment of equipment finance
(73,167)
(65,006)
New financial debt
20,000
-
Net repayment of financial debt
(12,474)
(12,470)
Total financial debt
279,808
260,417
NOTES TO FINANCIAL STATEMENTS
CONTINUED
79
NRW HOLDINGS | ANNUAL REPORT 2024
5.3
Financial Debt Continued
Interest-Bearing Finance Facilities
Consolidated finance facilities as at 30 June 2024
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
$’000
$’000
$’000
Banking facilities(1)
237,800
49,561
188,239
Equipment finance(2)
598,955
230,046
368,909
Guarantees and insurance bonds(3)
521,966
352,006
169,960
(1)
Includes cash advance facilities and an overdraft facility.
(2)
Terms range from one to five years.
(3)
$10.0 million of the overall limit is interchangeable as an overdraft facility.
Consolidated finance facilities as at 30 June 2023
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
$’000
$’000
$’000
Banking facilities(1)
135,300
42,037
93,263
Equipment finance(2)
514,785
218,181
296,604
Guarantees and insurance bonds(3)
399,001
182,150
216,851
(1)
Includes cash advance facilities and an overdraft facility.
(2)
Terms range from one to five years.
(3)
$10.0 million of the overall limit is interchangeable as an overdraft facility.
5.4
Lease Debt
Consolidated
2024
2023
$’000
$’000
Opening balance
51,503
52,761
New leases through a business combination
-
235
New leases
9,977
13,897
Net repayments
(15,829)
(15,390)
Balance at 30 June
45,651
51,503
Current
15,665
14,342
Non-current
29,986
37,161
Total lease debt
45,651
51,503
NOTES TO FINANCIAL STATEMENTS
CONTINUED
80
NRW HOLDINGS | ANNUAL REPORT 2024
5.4
Lease Debt Continued
Group lease debt relates mainly to properties, with the balance comprised of plant and equipment, various types
of vehicles and IT equipment.
With the adoption of AASB 16: Leases, the Group assesses whether a contract is or contains a lease at inception
of the contract. The Group recognises a lease asset and a corresponding lease debt with respect to all lease
arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12
months or less) and leases of low-value assets (such as tablets and personal computers, small items of office
furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense
on a straight-line basis over the term of the lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased assets are consumed.
The lease debt is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined,
the lessee uses its incremental borrowing rate.
Lease payments included in the measurement of the lease debt comprise:
•
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
•
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
•
The amount expected to be payable by the lessee under residual value guarantees;
•
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
•
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The lease debt is subsequently measured by increasing the carrying amount to reflect interest on the lease debt
(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The
Group remeasures the lease debt (and makes a corresponding adjustment to the related lease asset) whenever:
•
The lease term has changed or there is a significant event or change in circumstances resulting in a
change in the assessment of exercise of a purchase option, in which case, the lease debt is remeasured
by discounting the revised lease payments using a revised discount rate;
•
The lease payments change due to changes in an index or rate, or a change in expected payment under
a guaranteed residual value, in which case, the lease debt is remeasured by discounting the revised lease
payments using an unchanged discount rate (unless the lease payments change is due to a change in a
floating interest rate, in which case, a revised discount rate is used); and
•
The lease contract is modified and the lease modification is not accounted for as a separate lease, in
which case, the lease debt is remeasured based on the lease term of the modified lease by discounting
the revised lease payments, using a revised discount rate at the effective date of the modification.
The Group did not make any material adjustments during the periods presented.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease debt and
the right-of-use asset. The related payments are recognised as an expense in the period in which the event or
condition that triggers those payments occurs.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
81
NRW HOLDINGS | ANNUAL REPORT 2024
5.4
Lease Debt Continued
Key Judgements and Estimates
Determination of the existence of leases
Identifying a lease will sometimes require a significant amount of judgement based on the elements of the
definition of a lease, including identification of the leased asset, whether the contract passes the right to
substantially obtain all of the economic benefits from the use of identified assets within the defined scope of the
contract and whether the supplier has a substantive right to substitute identified assets throughout the period of
use.
Lease extension periods
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. Extension options (or periods after
termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not
terminated). After the commencement date, the Group reassesses the lease term if there is a significant event
or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the
option to renew.
Incremental borrowing rate
In determining the present value of the future lease payments, the Group discounts the lease payments using
an incremental borrowing rate (IBR). The IBR reflects the financing characteristics and duration of the underlying
lease. Once a discount rate has been set for a leased asset (or portfolio of assets with similar characteristics),
this rate will remain unchanged for the term of that lease. When a lease modification occurs, and it is not
accounted for as a separate lease, a new IBR will be assigned to reflect the new characteristics of the lease.
5.5
Capital and Other Commitments
Capital expenditure that was contracted at the end of the reporting period but not recognised as liabilities:
Consolidated
2024
2023
$’000
$’000
Not later than 12 months
68,932
68,151
Between 12 months and 5 years
73
790
Greater than 5 years
-
16
Total capital and other commitments
69,005
68,957
The capital commitments are to be funded from cash and available finance facilities.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
82
NRW HOLDINGS | ANNUAL REPORT 2024
6
TAXATION
6.1
Income Tax Recognised in Profit or Loss
Consolidated
2024
2023
$’000
$’000
CURRENT TAX EXPENSE
Current year income tax
29,461
1,521
Other adjustments
(250)
47
Subtotal
29,211
1,568
DEFERRED TAX EXPENSE
Origination and reversal of temporary differences
6,606
37,589
Deferred tax assets not brought to account
1,897
126
Subtotal
8,503
37,715
Total income tax expense
37,714
39,283
6.2
Reconciliation of Effective Tax Rate
Consolidated
2024
2023
$’000
$’000
Profit before tax for the period
142,810
124,918
INCOME TAX USING THE COMPANY’S DOMESTIC TAX RATE OF 30%
42,843
37,475
Changes in income tax expense due to:
Adjustments recognised in the current year in relation to prior years
1,525
696
Non-assessable income
(5,385)
-
Non-deductible costs
530
1,425
Share based payments
(1,550)
(1,062)
Non-recoverable withholding taxes
2
316
Effect of different income tax rates for subsidiaries operating in a different tax
jurisdiction
(265)
(179)
Current year unrealised losses on investments not recognised as deferred tax
assets
1,418
486
Use of prior year unrecognised tax losses
(1,882)
-
Current year tax losses not recognised as deferred tax assets
478
126
Total income tax expense
37,714
39,283
6.3
OECD Pillar Two Model Rules
The Group is within the scope of the Organisation for Economic Co-operation and Development (OECD) Pillar Two
model rules. In June 2023, the AASB issued amendments to AASB 112: Income Taxes that include specific
disclosure requirements. The Australian Federal Government announced as part of the 2023 Federal Budget that
it would adopt the Pillar Two rules, including a 15% global minimum tax and a 15% domestic minimum tax. These
rules are intended to apply for years commencing on or after 1 January 2024, with an additional underpaid profits
tax rule to apply for years commencing on or after 1 January 2025. Legislation to effect these Pillar Two provisions
has been introduced but is yet to be enacted in Australia.
Pillar Two legislation has been enacted in Canada, a jurisdiction in which a subsidiary member of the Group is
incorporated, coming into effect from 1 January 2024. No current tax expense has been recorded for the current
financial year due to the Group’s Canadian subsidiary not being liable to any Pillar Two tax (including by qualifying
for a transitional ‘safe harbour’ exemption from the imposition of any top-up tax).
NOTES TO FINANCIAL STATEMENTS
CONTINUED
83
NRW HOLDINGS | ANNUAL REPORT 2024
6.4
Current and Deferred Tax Balances
Current Tax Liabilities
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the
consolidated statement of profit and loss and other comprehensive income because of items of income or expense
that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted in the relevant jurisdictions
by the end of the reporting period.
Income taxes are paid in the jurisdictions where the Group operates, predominantly Australia. Significant judgement
is involved in applying the tax rules and regulations relevant in deriving the final provision for income tax. If, in
subsequent periods, matters arise that cause the final tax outcome to vary to the reported carrying amounts, such
differences will alter the tax balances in the period the change is identified.
Tax losses have been applied to offset Australian taxable income. The reported current tax liability as at
30 June 2024 relates to estimated tax payable in Australia. The reported current tax asset relates to estimated
refunds in the United States.
Deferred Tax Balances
Assets
Liabilities
Net
2024
2023
2024
2023
2024
2023
$’000
$’000
$’000
$’000
$’000
$’000
Accrued income
-
-
(42,473)
(28,828)
(42,473)
(28,828)
Inventories
-
-
(3,461)
(3,399)
(3,461)
(3,399)
Property, plant and equipment
-
-
(79,469)
(99,071)
(79,469)
(99,071)
Investments and joint ventures
-
-
(1,133)
(3,144)
(1,133)
(3,144)
Intangibles
-
-
(11,697)
(10,618)
(11,697)
(10,618)
Leases
1,897
1,952
-
-
1,897
1,952
Provisions
32,511
32,619
-
-
32,511
32,619
Accrued expenses
4,636
4,278
-
-
4,636
4,278
Corporate costs
597
949
-
-
597
949
Share based payments
1,789
2,381
-
-
1,789
2,381
Losses
-
13,381
-
-
-
13,381
Other
416
589
(2,213)
(1,186)
(1,797)
(597)
Deferred tax assets / (liabilities)
41,846
56,149
(140,446)
(146,246)
(98,600)
(90,097)
Movement of Deferred Tax Balances
Consolidated
2024
2023
$’000
$’000
DEFERRED TAX EXPENSE
Recognised in profit or loss (note 6.1)
(8,503)
(37,715)
Balance acquired through business combinations
-
(1,303)
Total
(8,503)
(39,018)
NOTES TO FINANCIAL STATEMENTS
CONTINUED
84
NRW HOLDINGS | ANNUAL REPORT 2024
6.4
Current and Deferred Tax Balances Continued
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable
that taxable profits will be available, against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and associates and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments and interests
are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise
the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
The Group has applied the mandatory temporary exception to accounting for deferred taxes arising from the
implementation of the Pillar Two model rules published by the OECD in accordance with the amendment to AASB
112 issued by the AASB in June 2023.
Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related
to Pillar Two income taxes.
Unrecognised Deferred Tax Balances
No deferred tax asset has been recognised in respect of current-year foreign tax losses. During the year a deferred
tax asset arising from the revaluation of investments was derecognised due to representing a potential capital loss.
6.5
Relevance of Tax Consolidation to the Group
The Company and its wholly-owned Australian resident entities formed a tax consolidated group under Australian
taxation law with effect from 1 July 2014 and are therefore taxed as a single entity from that date. The head entity
within the tax consolidated group is NRW Holdings Limited. The members of the tax consolidated group are
identified in note 7.1.
Tax expense or benefit, deferred tax liabilities and deferred tax assets arising from temporary differences of the
members of the tax consolidated group are recognised in the separate financial statements of the members of the
tax consolidated group using the ‘stand-alone taxpayer’ approach by reference to the carrying amounts in the
separate financial statements of each entity and the tax values applying under tax consolidation. Current tax
liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the
tax consolidated group are recognised by the Company (as head entity in the tax consolidated group). Due to the
existence of a tax funding agreement between the entities in the tax consolidated group, amounts are recognised
as payable to, or receivable by, the Company and each member of the Group in relation to the tax contribution
amounts paid or payable between the parent entity and the other members of the tax consolidated group in
accordance with the agreement.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
85
NRW HOLDINGS | ANNUAL REPORT 2024
6.5
Relevance of Tax Consolidation to the Group Continued
Nature of Tax Funding Arrangements and Tax Sharing Agreements
Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement
with the head entity. Under the terms of the tax funding agreement, NRW Holdings Limited and each of the entities
in the tax consolidated group have agreed to pay a tax equivalent payment to or from the head entity, based on the
current tax liability or current tax asset of the entity. The tax sharing agreement entered into between members of
the tax consolidated group provides for the determination of the allocation of income tax liabilities between the
entities should the head entity default on its tax payment obligations or if an entity should leave the tax consolidated
group.
6.6
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
•
Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
•
Receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables.
Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising
from investing and financing activities which is recoverable from, or payable to, the taxation authority, is classified
within operating cash flows.
6.7
Tax Policy, Strategy and Governance
Approach to Tax Governance
NRW has developed a Board-approved Tax Risk Management Framework (TRMF) to govern the way in which the
Group manages its tax obligations. The TRMF has been designed in line with the Australian Taxation Office (ATO)
Tax Risk Management and Governance Review Guide. The TRMF applies to all entities within the NRW tax
consolidated group.
In accordance with the TRMF, decisions on tax risk are reviewed by the Chief Financial Officer and reported to the
Audit and Risk Committee as appropriate. Ultimate responsibility for tax governance is borne by the Board. Tax
risk assessments are conducted and are consistent with the risk tolerance levels applied to other decisions in the
business.
Corporate Income Tax Contribution Summary
At 30 June 2023, NRW had carry forward tax losses, resulting in no income tax being payable in Australia. The
NRW tax consolidated group has commenced paying corporate tax in Australia in the current financial year due to
fully utilising those losses.
The ATO publishes the income tax information of taxpayers with a total income of $100 million or more. The
information is published in the Report of Entity Tax Information online. NRW confirms the following disclosures
under the ATO regime.
2018-19
2019-20
2020-21
2021-22
2022-23(1)
$’000
$’000
$’000
$’000
$’000
Total income
1,087,568
2,011,916
2,235,779
2,390,037
2,559,087
Taxable / Net income
Nil
Nil
Nil
11.9
Nil
Tax payable
Nil
Nil
Nil
Nil
Nil
(1)
Not yet disclosed by the ATO under the Report of Entity Tax Information regime online.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
86
NRW HOLDINGS | ANNUAL REPORT 2024
6.7
Tax Policy, Strategy and Governance Continued
Relationships with Tax Authorities
NRW is committed to open and transparent dealings with the ATO and other relevant tax authorities. NRW’s
approach to engagement with these authorities is to be compliant with tax laws to ensure its statutory obligations
are met.
NRW is considered to be a significant global entity and is included in the ATO's Justified Trust review program.
NRW’s last assurance review under this regime was finalised in June 2022. The ATO obtained an overall high level
of assurance that NRW paid the correct amount of Australian income tax for the income years reviewed.
International Related Party Dealings
The NRW Group includes entities incorporated under foreign jurisdictions where corporate tax is remitted in
accordance with the applicable taxation laws and administrative guidance.
NRW does not have material operations located outside of Australia, resulting in minor international-related party
dealings. These dealings are disclosed to the ATO within the International Related Party Dealings Schedule, and
to the ATO and other revenue authorities through annual Country-by-country reporting.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
87
NRW HOLDINGS | ANNUAL REPORT 2024
7
OTHER NOTES
7.1
Subsidiaries
Information about the composition of the Group at the end of the reporting period is as follows:
Entity
Principal Activities
Country of
Incorporation
Ownership Interest
2024
2023
NRW Holdings Limited
(ACN 118 300 217) <
Holding Company
Australia
-
-
Actionblast Pty Ltd
(ACN 058 473 331) <
Mining Equipment Solutions
Australia
100%
100%
Action Drill & Blast Pty Ltd
(ACN 144 682 413) <
Drill & Blast
Australia
100%
100%
Hughes Drilling 1 Pty Ltd
(ACN 011 007 702) <
Dormant
Australia
100%
100%
NRW Pty Ltd
(ACN 067 272 119) <
Civil & Mining
Australia
100%
100%
The Trustee for NRW Unit Trust
(ABN 69 828 799 317)
Civil & Mining
Australia
100%
100%
NRW Contracting Pty Ltd
(ACN 008 766 407) <
Civil, Mining & Urban
Australia
100%
100%
NRW Contracting (No.2) Pty Ltd
(ACN 621 008 473) <
Mining
Australia
100%
100%
DIAB Engineering Pty Ltd
(ACN 611 036 689) <
MET
Australia
100%
100%
NRW Intermediate Holdings Pty Ltd
(ACN 120 448 179) <
Intermediary
Australia
100%
100%
Indigenous Mining & Exploration Company Pty Ltd
(ACN 114 493 579) <
Investment Shell
Australia
100%
100%
NRW International Holdings Pty Ltd
(ACN 138 827 451) <
Investment Shell
Australia
100%
100%
RCR Heat Treatment Pty Ltd
(ACN 631 155 032)
Heat Treatment
Australia
100%
100%
RCR Mining Technologies Pty Ltd
(ACN 107 724 274) <
MET
Australia
100%
100%
NRW Mining Pty Ltd
(ACN 117 524 277) <
Investment Shell
Australia
100%
100%
Golding Group Pty Ltd
(ACN 129 247 025) <
Holding Company
Australia
100%
100%
Golding Employee Equity Pty Ltd
(ACN 134 623 680) <
Dormant
Australia
100%
100%
Golding Finance Pty Ltd
(ACN 128 839 056) <
Holding Company
Australia
100%
100%
Golding Contractors Pty Ltd
(ACN 009 734 794) <
Civil, Mining & Urban
Australia
100%
100%
Golding Civil Pty Ltd
(ACN 628 709 777)
Civil
Australia
100%
100%
Golding Mining Pty Ltd
(ACN 628 709 740)
Mining
Australia
100%
100%
Golding Services Pty Ltd
(ACN 628 709 768)
Civil, Mining & Urban
Australia
100%
100%
Golding Urban Pty Ltd
(ACN 628 709 759)
Urban
Australia
100%
100%
NOTES TO FINANCIAL STATEMENTS
CONTINUED
88
NRW HOLDINGS | ANNUAL REPORT 2024
7.1
Subsidiaries Continued
Entity
Principal
Activities
Country of
Incorporation
Ownership Interest
2024
2023
Golding PNG Limited
Deregistered
Papua New
Guinea
-
100%
NRW Guinea SARL
Dormant
Guinea
100%
100%
The Trustee for NRW Holdings Employee Share
Trust
(ABN 85 324 493 658)
Trustee
Australia
100%
100%
Primero Group Limited
(ACN 149 964 045)
MET
Australia
100%
100%
PGX Ops Pty Ltd
(ACN 645 420 542)
MET
Australia
100%
100%
Primero Group Americas Inc
MET
Canada
100%
100%
Primero USA Inc
MET
USA
100%
100%
The Trustee for Overflow Industrial Unit Trust
(ABN 99 227 134 227)
MET
Australia
100%
100%
OFI Group Holdings Pty Ltd
(ACN 613 144 513)
MET
Australia
100%
100%
Overflow Industrial Pty Ltd
(ACN 009 367 257)
MET
Australia
100%
100%
< Entered into ASIC Corporations instrument 98/1418 Deed of Cross Guarantee with NRW Holdings Limited.
NRW Holdings Limited and its wholly-owned subsidiaries incorporated in Australia, form the Tax Consolidated
Group.
Deed of Cross Guarantee
Pursuant to ASIC Corporations (Amendment and Repeal) Instrument 2016/914, the wholly-owned subsidiaries
listed within this note as parties to the Deed of Cross Guarantee, are relieved from the Corporations Act 2001
requirements for preparation, audit and lodgement of Financial Reports and Directors’ Reports.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
89
NRW HOLDINGS | ANNUAL REPORT 2024
7.1
Subsidiaries Continued
The consolidated statement of comprehensive income of the entities party to the Deed of Cross Guarantee is
as follows:
Consolidated
2024
2023
$’000
$’000
STATEMENT OF COMPREHENSIVE INCOME
Revenue
2,241,992
2,087,186
Other income
26,024
940
Materials and consumables used
(511,150)
(533,741)
Employee benefits expense
(743,816)
(661,080)
Subcontractor costs
(465,061)
(400,741)
Plant and equipment costs
(212,065)
(198,706)
Depreciation and amortisation expenses
(132,295)
(116,442)
Other expenses
(28,486)
(40,805)
Share of profit / (loss) in associate
113
(495)
Net finance costs
(18,056)
(15,932)
Profit before income tax
157,200
120,184
Income tax expense
(40,244)
(33,472)
Profit for the year
116,956
86,712
OTHER COMPREHENSIVE INCOME
Total comprehensive income for the year
116,956
86,712
The consolidated statement of financial position of the entities party to the Deed of Cross Guarantee is as follows:
Consolidated
2024
2023
$’000
$’000
ASSETS
Current assets
Cash and cash equivalents
160,144
179,831
Trade and other receivables
330,921
279,929
Inventories
100,008
91,925
Other current assets
18,824
17,949
Total current assets
609,897
569,634
Non-current assets
Property, plant and equipment
502,980
444,836
Right-of-use assets
34,382
39,468
Investment in listed equities
-
9,964
Investments in subsidiaries and associates
154,184
161,361
Intangibles
21,607
21,225
Goodwill
85,036
85,036
Total non-current assets
798,189
761,890
Total assets
1,408,086
1,331,524
NOTES TO FINANCIAL STATEMENTS
CONTINUED
90
NRW HOLDINGS | ANNUAL REPORT 2024
7.1
Subsidiaries Continued
Consolidated
2024
2023
$’000
$’000
LIABILITIES
Current liabilities
Trade and other payables
288,736
304,763
Financial debt
72,102
73,409
Lease debt
13,562
12,749
Provisions
68,988
54,629
Current tax liabilities
1,165
-
Total current liabilities
444,553
445,550
Non-current liabilities
Financial debt
191,057
169,697
Lease debt
29,986
32,654
Provisions
12,605
8,414
Deferred tax liabilities
85,956
85,639
Total non-current liabilities
319,604
296,404
Total liabilities
764,157
741,954
Net assets
643,929
589,570
EQUITY
Contributed equity
383,413
383,413
Reserves
20,078
16,992
Retained earnings
240,438
189,165
Total equity
643,929
589,570
NOTES TO FINANCIAL STATEMENTS
CONTINUED
91
NRW HOLDINGS | ANNUAL REPORT 2024
7.2
Unincorporated Joint Operations
The Group has significant balances in the following jointly controlled operations:
Name of Operation
Principal Activity
Country of Operation
Group Interest
2024
2023
BGC Contracting Pty Ltd & Laing O’Rourke Australia
Construction Pty Ltd
NorthLink WA Roads
Australia
50%
50%
South West Gateway Alliance
Bunbury Outer Ring
Road
Australia
40%
40%
Intelligent Freeways Alliance
Smart Freeways
Australia
46.5%
46.5%
7.3
Related Parties
The ultimate parent entity within the Group is NRW Holdings Limited. The interests in subsidiaries are set out in
note 7.1.
Key Management Personnel Transactions
There are no transactions and balances with Key Management Personnel and their related parties.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
92
NRW HOLDINGS | ANNUAL REPORT 2024
7.4
Parent Entity Information
As at, and throughout, the financial year ended 30 June 2024, the parent company of the Group was NRW Holdings
Limited.
The accounting policies of the parent entity, which have been applied in determining the financial information shown
below, are the same as those applied in the consolidated financial statements.
Financial Position
Parent
2024
2023
$’000
$’000
ASSETS
Current assets
228,814
175,917
Non-current assets
253,974
279,188
Total assets
482,788
455,105
LIABILITIES
Current liabilities
13,277
15,797
Non-current liabilities
40,000
29,718
Total liabilities
53,277
45,515
Net assets
429,511
409,590
EQUITY
Contributed equity
383,416
383,416
Share based payment reserve
20,512
17,426
Retained earnings
25,583
8,748
Total equity
429,511
409,590
Financial Performance
Parent
2024
2023
$’000
$’000
Profit for the year
82,518
58,340
Total comprehensive income
82,518
58,340
Guarantees Entered into by the Parent in Relation to the Debts of its Subsidiaries
Parent
2024
2023
$’000
$’000
Equipment finance
230,046
218,181
Total
230,046
218,181
NOTES TO FINANCIAL STATEMENTS
CONTINUED
93
NRW HOLDINGS | ANNUAL REPORT 2024
7.5
Auditors Remuneration
Consolidated
2024
2023
$
$
AUDIT SERVICES
Auditors of the Company:
Deloitte Touche Tohmatsu
694,000
639,000
OTHER SERVICES
Industry-specific compliance audits
35,701
38,500
Non-audit services
231,426
177,075
Total
961,127
854,575
7.6
Events After the Reporting Period
The Directors have declared a fully franked dividend for the current financial year of 9.0 cents per share, payable
in October 2024.
On 12 June 2024, it was announced that NRW’s wholly-owned subsidiary Golding, had executed an agreement to
acquire the mining services contract, associated fleet and transfer of the employees that HSE Mining Pty Ltd has
deployed to Stanmore Resources Limited’s South Walker Creek mine site. The transaction value of $85 million
less assumed employee liabilities and other closing adjustments, was predominantly funded via NRW’s asset
finance facilities. The financial close of this transition occurred on 1 August 2024.
NRW has renegotiated the terms of its secured debt facilities and, as part of this process, introduced two additional
tier one banks to the structure, now providing access to four banks to support the Group’s funding requirements.
The new debt finance facilities, which are committed for a multi-year evergreen term, are on materially improved
commercial terms and pricing. The total value of available debt facilities has increased from $260 million to $450
million, to facilitate corporate initiatives. The transaction documents for the new facilities were entered into by NRW
on 7 August 2024 with financial close subject to customary conditions precedent.
Other than the events noted above, there has not arisen, in the interval between the end of the financial year and
the date of this report, any transaction or event of a material nature likely, in the opinion of the Directors, to
significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of
the consolidated entity in subsequent years.
NOTES TO FINANCIAL STATEMENTS
CONTINUED
94
NRW HOLDINGS | ANNUAL REPORT 2024
Basis of Preparation and Determination of Tax Residency
This Consolidated Entity Disclosure Statement has been prepared in accordance with the Corporations Act
2001 and includes required information for each entity that was part of the consolidated entity as at the end of the
financial year.
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are currently several
different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
As at 30 June 2024
Body Corporates
Entity
Entity Type
Entity Type
Involvement
Country of
Incorporation
/ Formation
% of Share
Capital
Held
Tax
Residency
NRW Holdings Limited
Body Corporate
-
Australia
-
Australia
Actionblast Pty Ltd
Body Corporate
-
Australia
100%
Australia
Action Drill & Blast Pty Ltd
Body Corporate
-
Australia
100%
Australia
Hughes Drilling 1 Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW Pty Ltd
Body Corporate
-
Australia
100%
Australia
The Trustee for NRW Unit Trust
Trust
Trustee
Australia
100%
Australia
NRW Contracting Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW Contracting (No.2) Pty Ltd
Body Corporate
-
Australia
100%
Australia
DIAB Engineering Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW Intermediate Holdings Pty Ltd
Body Corporate
-
Australia
100%
Australia
Indigenous Mining & Exploration Company Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW International Holdings Pty Ltd
Body Corporate
-
Australia
100%
Australia
RCR Heat Treatment Pty Ltd
Body Corporate
-
Australia
100%
Australia
RCR Mining Technologies Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW Mining Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Group Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Employee Equity Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Finance Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Contractors Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Civil Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Mining Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Services Pty Ltd
Body Corporate
-
Australia
100%
Australia
Golding Urban Pty Ltd
Body Corporate
-
Australia
100%
Australia
NRW Guinea SARL
Body Corporate
-
Guinea
100%
Guinea
The Trustee for NRW Holdings Employee Share Trust
Trust
Trustee
Australia
100%
Australia
Primero Group Limited
Body Corporate
-
Australia
100%
Australia
PGX Ops Pty Ltd
Body Corporate
-
Australia
100%
Australia
Primero Group Americas Inc
Body Corporate
-
Canada
100%
Canada
Primero USA Inc
Body Corporate
-
USA
100%
USA
The Trustee for Overflow Industrial Unit Trust
Trust
Trustee
Australia
100%
Australia
OFI Group Holdings Pty Ltd
Body Corporate
-
Australia
100%
Australia
Overflow Industrial Pty Ltd
Body Corporate
-
Australia
100%
Australia
BGC Contracting Pty Ltd & Laing O’Rourke Australia
Construction Pty Ltd
Joint Operation
Participant
Australia
50%
Australia
South West Gateway Alliance
Joint Operation
Participant
Australia
40%
Australia
Intelligent Freeways Alliance
Joint Operation
Participant
Australia
46.5%
Australia
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
95
NRW HOLDINGS | ANNUAL REPORT 2024
The shareholder information set out below was applicable as at 30 July 2024. NRW's contributed equity comprises
455,102,564 fully paid ordinary shares.
Distribution of Shareholdings
Range
Fully Paid
Ordinary Shares
%
No of Holders
%
100,001 and over
401,988,346
88.33
160
2.06
10,001 to 100,000
36,606,651
8.04
1,324
17.06
5,001 to 10,000
8,545,436
1.88
1,121
14.44
1,001 to 5,000
6,734,319
1.48
2,441
31.45
1 to 1,000
1,227,812
0.27
2,716
34.99
Subtotal
455,102,564
100.00
7,762
100.00
Unmarketable parcels
7,231
0.00
433
5.58
NRW’s 20 Largest Shareholders
Rank
Name
Shares
% Interest
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
137,141,535
30.13
2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
89,016,515
19.56
3
CITICORP NOMINEES PTY LIMITED
72,696,763
15.97
4
NATIONAL NOMINEES LIMITED
12,168,179
2.67
5
JULIAN ALEXANDER PEMBERTON
9,888,192
2.17
6
MR DAVID RONALDSON
8,020,392
1.76
7
BNP PARIBAS NOMINEES PTY LTD
4,700,078
1.03
8
BNP PARIBAS NOMS PTY LTD
3,921,790
0.86
9
BNP PARIBAS NOMINEES PTY LTD
2,964,081
0.65
10
CITICORP NOMINEES PTY LIMITED
2,947,667
0.65
11
SCHALIT SUPER PTY LTD
2,243,766
0.49
12
JEFFRESS NOMINEES PTY LTD
2,233,489
0.49
13
GABRIELLA NOMINEES PTY LTD
2,229,213
0.49
14
MS LESLEY ANN JEFFRESS
1,866,093
0.41
15
UBS NOMINEES PTY LTD
1,785,740
0.39
16
EST PETER HOWELLS
1,602,926
0.35
17
MR STEVEN SCHALIT & MS CANDICE SCHALIT
1,602,125
0.35
18
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,527,125
0.34
19
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED-GSCO ECA
1,516,113
0.33
20
MR ANDREW JOHN WALSH
1,364,880
0.30
Substantial Holders of 5% or More of Fully Paid Ordinary Shares
As at the date of this report, the names of the substantial holders in the Company who have notified the Company
in accordance with Section 671B of the Corporations Act 2001 are set out below:
Name
No. of Shares
Ownership %
Australian Retirement Trust
26,045,619
5.72
Voting Rights
Every shareholder present in person or represented by a proxy or other representative shall have one vote for each
share held by them.
SHAREHOLDER INFORMATION
96
NRW HOLDINGS | ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
ZĞƉŽƌƚŽŶƚŚĞƵĚŝƚŽĨƚŚĞ&ŝŶĂŶĐŝĂůZĞƉŽƌƚ
KƉŝŶŝŽŶ
tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨNRW Holdings Limited (the “Company”) and its subsidiaries (the “Group”)
ǁŚŝĐŚĐŽŵƉƌŝƐĞƐƚŚĞĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂƐĂƚϯϬ:ƵŶĞϮϬϮϰ͕ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨ
ƉƌŽĨŝƚŽƌůŽƐƐĂŶĚŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ͕ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶĞƋƵŝƚLJĂŶĚƚŚĞĐŽŶƐŽůŝĚĂƚĞĚ
ƐƚĂƚĞŵĞŶƚŽĨĐĂƐŚĨůŽǁƐĨŽƌƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͕ĂŶĚŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐŵĂƚĞƌŝĂůĂĐĐŽƵŶƚŝŶŐ
ƉŽůŝĐLJŝŶĨŽƌŵĂƚŝŽŶĂŶĚŽƚŚĞƌĞdžƉůĂŶĂƚŽƌLJŝŶĨŽƌŵĂƚŝŽŶ͕the directors’ declaration and ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚĞŶƚŝƚLJĚŝƐĐůŽƐƵƌĞ
ƐƚĂƚĞŵĞŶƚ͘
/ŶŽƵƌŽƉŝŶŝŽŶ͕ƚŚĞĂĐĐŽŵƉĂŶLJŝŶŐĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞ 'ƌŽƵƉŝƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕
ŝŶĐůƵĚŝŶŐ͗
• 'ŝǀŝŶŐĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞ'ƌŽƵƉ’s financial poƐŝƚŝŽŶĂƐĂƚϯϬ:ƵŶĞϮϬϮϰĂŶĚŽĨŝƚƐĨŝŶĂŶĐŝĂůƉĞƌĨŽƌŵĂŶĐĞĨŽƌ
ƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͖ĂŶĚ
• ŽŵƉůLJŝŶŐǁŝƚŚƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚƐĂŶĚƚŚĞŽƌƉŽƌĂƚŝŽŶƐZĞŐƵůĂƚŝŽŶƐϮϬϬϭ͘
ĂƐŝƐĨŽƌKƉŝŶŝŽŶ
tĞĐŽŶĚƵĐƚĞĚŽƵƌĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͘KƵƌƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐƵŶĚĞƌƚŚŽƐĞƐƚĂŶĚĂƌĚƐ
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We
ĂƌĞŝŶĚĞƉĞŶĚĞŶƚŽĨƚŚĞ'ƌŽƵƉŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞĂƵĚŝƚŽƌŝŶĚĞƉĞŶĚĞŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚ
ϮϬϬϭand the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 ŽĚĞŽĨ ƚŚŝĐƐ
ĨŽƌWƌŽĨĞƐƐŝŽŶĂůĐĐŽƵŶƚĂŶƚƐ ;ŝŶĐůƵĚŝŶŐ/ŶĚĞƉĞŶĚĞŶĐĞ^ƚĂŶĚĂƌĚƐͿ;ƚŚĞ ŽĚĞͿƚŚĂƚĂƌĞƌĞůĞǀĂŶƚƚŽŽƵƌĂƵĚŝƚŽĨƚŚĞ
ĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶƵƐƚƌĂůŝĂ͘tĞŚĂǀĞĂůƐŽĨƵůĨŝůůĞĚŽƵƌŽƚŚĞƌĞƚŚŝĐĂůƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽĚĞ͘
tĞĐŽŶĨŝƌŵƚŚĂƚƚŚĞŝŶĚĞƉĞŶĚĞŶĐĞĚĞĐůĂƌĂƚŝŽŶƌĞƋƵŝƌĞĚďLJƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ǁŚŝĐŚŚĂƐďĞĞŶŐŝǀĞŶƚŽƚŚĞ
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
tĞďĞůŝĞǀĞƚŚĂƚƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌŽƉŝŶŝŽŶ͘
<ĞLJƵĚŝƚDĂƚƚĞƌƐ
<ĞLJĂƵĚŝƚŵĂƚƚĞƌƐĂƌĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚ͕ŝŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ͕ǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞŝŶŽƵƌĂƵĚŝƚŽĨƚŚĞ
ĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĨŽƌƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚ͘dŚĞƐĞŵĂƚƚĞƌƐǁĞƌĞĂĚĚƌĞƐƐĞĚŝŶƚŚĞĐŽŶƚĞdžƚŽĨŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ
ĂƐĂǁŚŽůĞ͕ĂŶĚŝŶĨŽƌŵŝŶŐŽƵƌŽƉŝŶŝŽŶƚŚĞƌĞŽŶ͕ĂŶĚǁĞĚŽŶŽƚƉƌŽǀŝĚĞĂƐĞƉĂƌĂƚĞŽƉŝŶŝŽŶŽŶƚŚĞƐĞŵĂƚƚĞƌƐ͘
ĞůŽŝƚƚĞdŽƵĐŚĞdŽŚŵĂƚƐƵ
EϳϰϰϵϬϭϮϭϬϲϬ
dŽǁĞƌϮ
ƌŽŽŬĨŝĞůĚWůĂĐĞ
ϭϮϯ^ƚ'ĞŽƌŐĞƐdĞƌƌĂĐĞ
WĞƌƚŚtϲϬϬϬ
'WKŽdžϰϲ
WĞƌƚŚtϲϴϯϳƵƐƚƌĂůŝĂ
dĞů͗нϲϭϴϵϯϲϱϳϬϬϬ
&Ădž͗нϲϭϴϵϯϲϱϳϬϬϭ
ǁǁǁ͘ĚĞůŽŝƚƚĞ͘ĐŽŵ͘ĂƵ
Independent Auditor’s Report
ƚŽƚŚĞDĞŵďĞƌƐŽĨ
EZt,ŽůĚŝŶŐƐ>ŝŵŝƚĞĚ
>ŝĂďŝůŝƚLJůŝŵŝƚĞĚďLJĂƐĐŚĞŵĞĂƉƉƌŽǀĞĚƵŶĚĞƌWƌŽĨĞƐƐŝŽŶĂů^ƚĂŶĚĂƌĚƐ>ĞŐŝƐůĂƚŝŽŶ͘
DĞŵďĞƌŽĨĞůŽŝƚƚĞƐŝĂWĂĐŝĨŝĐ>ŝŵŝƚĞĚĂŶĚƚŚĞĞůŽŝƚƚĞŽƌŐĂŶŝƐĂƚŝŽŶ͘
97
NRW HOLDINGS | ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
CONTINUED
<ĞLJƵĚŝƚDĂƚƚĞƌ
,ŽǁƚŚĞƐĐŽƉĞŽĨŽƵƌĂƵĚŝƚƌĞƐƉŽŶĚĞĚƚŽƚŚĞ<ĞLJƵĚŝƚ
DĂƚƚĞƌ
ZĞǀĞŶƵĞƌĞĐŽŐŶŝƚŝŽŶ
As disclosed in Note 2.2, the Group’s revenues from
ĐŽŶƐƚƌƵĐƚŝŽŶĐŽŶƚƌĂĐƚƐĂƌĞƌĞĐŽŐŶŝƐĞĚďLJƌĞĨĞƌĞŶĐĞƚŽƚŚĞ
ƐƚĂŐĞŽĨĐŽŵƉůĞƚŝŽŶŽĨƚŚĞĐŽŶƚƌĂĐƚĂĐƚŝǀŝƚLJ͘
ZĞǀĞŶƵĞŝƐƌĞĐŽŐŶŝƐĞĚďLJŵĂŶĂŐĞŵĞŶƚĂĨƚĞƌĂƐƐĞƐƐŝŶŐĂůů
ĨĂĐƚŽƌƐƌĞůĞǀĂŶƚƚŽĞĂĐŚĐŽŶƚƌĂĐƚ͕ŝŶĐůƵĚŝŶŐ͗
•
ĞƚĞƌŵŝŶĂƚŝŽŶŽĨƐƚĂŐĞŽĨĐŽŵƉůĞƚŝŽŶĂŶĚŵĞĂƐƵƌĞŵĞŶƚ
ŽĨƉƌŽŐƌĞƐƐƚŽǁĂƌĚƐƐĂƚŝƐĨĂĐƚŝŽŶŽĨƉĞƌĨŽƌŵĂŶĐĞ
ŽďůŝŐĂƚŝŽŶƐ͖
•
ƐƚŝŵĂƚŝŽŶŽĨƚŽƚĂůĐŽŶƚƌĂĐƚƌĞǀĞŶƵĞĂŶĚĐŽƐƚƐŝŶĐůƵĚŝŶŐ
ƚŚĞĞƐƚŝŵĂƚŝŽŶŽĨĐŽƐƚĐŽŶƚŝŶŐĞŶĐŝĞƐ͖
•
ĞƚĞƌŵŝŶĂƚŝŽŶŽĨĐŽŶƚƌĂĐƚƵĂůĞŶƚŝƚůĞŵĞŶƚĂŶĚ
ĂƐƐĞƐƐŵĞŶƚŽĨƚŚĞƉƌŽďĂďŝůŝƚLJŽĨĐƵƐƚŽŵĞƌĂƉƉƌŽǀĂůŽĨ
ĐŚĂŶŐĞƐŝŶƐĐŽƉĞĂŶĚͬŽƌƉƌŝĐĞ͖ĂŶĚ
•
ƐƚŝŵĂƚŝŽŶŽĨƚŚĞƉƌŽũĞĐƚĐŽŵƉůĞƚŝŽŶĚĂƚĞ͘
dŚĞ'ƌŽƵƉƌĞĐŽŐŶŝƐĞƐŝŶĐŽŶƚƌĂĐƚĂƐƐĞƚƐĂŶĚĐŽŶƚƌĂĐƚ
ůŝĂďŝůŝƚŝĞƐƉƌŽŐƌĞƐƐŝǀĞŵĞĂƐƵƌĞŵĞŶƚŽĨƚŚĞŐŽŽĚƐĂŶĚƐĞƌǀŝĐĞƐ
ƚƌĂŶƐĨĞƌƌĞĚĂŶĚǀĂůƵĂƚŝŽŶŽĨǁŽƌŬĐŽŵƉůĞƚĞĚĂƐǁĞůůĂƐ
ĂŵŽƵŶƚƐŝŶǀŽŝĐĞĚƚŽĐƵƐƚŽŵĞƌƐ͘dŚĞƌĞĐŽŐŶŝƚŝŽŶŽĨƚŚĞƐĞ
amounts is based on management’s assessment of the
ĞdžƉĞĐƚĞĚĂŵŽƵŶƚƐƌĞĐŽǀĞƌĂďůĞĨƌŽŵƚŚĞĐƵƐƚŽŵĞƌ͘
EZtŚĂǀĞƐƵďŵŝƚƚĞĚĐŽŶƚƌĂĐƚǀĂƌŝĂƚŝŽŶƐĂŶĚĐůĂŝŵƐŽŶ
ĐĞƌƚĂŝŶƉƌŽũĞĐƚƐǁŚŝĐŚƌĞƋƵŝƌĞƐŵĂŶĂŐĞŵĞŶƚƚŽĞdžĞƌĐŝƐĞ
ũƵĚŐĞŵĞŶƚŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞĂŵŽƵŶƚŽĨƌĞǀĞŶƵĞƚŽďĞ
ƌĞĐŽŐŶŝƐĞĚŝŶƌĞůĂƚŝŽŶƚŽƚŚĞƐĞŝƚĞŵƐ͘
KƵƌƉƌŽĐĞĚƵƌĞƐŝŶĐůƵĚĞĚ͕ďƵƚǁĞƌĞŶŽƚůŝŵŝƚĞĚƚŽ͗
•
Evaluating management’s processes and controls in
ƌĞƐƉĞĐƚŽĨƚŚĞƌĞĐŽŐŶŝƚŝŽŶŽĨĐŽŶƚƌĂĐƚƌĞǀĞŶƵĞ͘ƐƉĂƌƚ
ŽĨƚŚŝƐƉƌŽĐĞƐƐǁĞƚĞƐƚĞĚƚŚĞĚĞƐŝŐŶĂŶĚŝŵƉůĞŵĞŶƚĂƚŝŽŶ
ŽĨŬĞLJĐŽŶƚƌŽůƐŝŶĐůƵĚŝŶŐ͗
o
dŚĞƌĞǀŝĞǁƉƌŽĐĞƐƐĐŽŶĚƵĐƚĞĚĂƚƚŚĞƚĞŶĚĞƌŝŶŐ
ƉŚĂƐĞ͖ĂŶĚ
o
dŚĞƉƌĞƉĂƌĂƚŝŽŶ͕ƌĞǀŝĞǁĂŶĚĂƵƚŚŽƌŝƐĂƚŝŽŶŽĨ
ŵŽŶƚŚůLJǀĂůƵĂƚŝŽŶƌĞƉŽƌƚƐĨŽƌĐŽŶƚƌĂĐƚƐǁŚŝĐŚ
ŝŶĐůƵĚĞƐĨŽƌĞĐĂƐƚƐĐŽƐƚƐƚŽĐŽŵƉůĞƚŝŽŶĂŶĚ
ƵŶĂƉƉƌŽǀĞĚǀĂƌŝĂƚŝŽŶƐ͘
•
KďƚĂŝŶŝŶŐĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞĐŽŶƚƌĂĐƚƚĞƌŵƐĂŶĚ
ĐŽŶĚŝƚŝŽŶƐƚŽĞǀĂůƵĂƚĞǁŚĞƚŚĞƌƚŚĞƐĞǁĞƌĞƌĞĨůĞĐƚĞĚŝŶ
management’s estimate of forecast costs and revenue;
•
dĞƐƚŝŶŐĂƐĂŵƉůĞŽĨĐŽƐƚƐŝŶĐƵƌƌĞĚƚŽĚĂƚĞĂŶĚĂŐƌĞĞŝŶŐ
ƚŚĞƐĞƚŽƐƵƉƉŽƌƚŝŶŐĚŽĐƵŵĞŶƚĂƚŝŽŶ͖
•
ZĞĐŽŶĐŝůŝŶŐĐŽƐƚƐŝŶĐƵƌƌĞĚĨŽƌĂƐĂŵƉůĞŽĨƉƌŽũĞĐƚƐ
ďĞƚǁĞĞŶŐĞŶĞƌĂůůĞĚŐĞƌƌĞĐŽƌĚƐĂŶĚĐŽŶƚƌĂĐƚǀĂůƵĂƚŝŽŶ
ƌĞƉŽƌƚƐ͖
•
ƐƐĞƐƐŝŶŐƚŚĞĨŽƌĞĐĂƐƚĐŽƐƚƐƚŽĐŽŵƉůĞƚĞƚŚƌŽƵŐŚ
ĐŚĂůůĞŶŐĞŽĨƉƌŽũĞĐƚŵĂŶĂŐĞƌƐĂŶĚĨŝŶĂŶĐĞƉĞƌƐŽŶŶĞůŝŶ
ƌĞůĂƚŝŽŶƚŽŵĂƌŐŝŶƐ͕ƐƚĂƚƵƐŽĨƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚ
ĐƵƐƚŽŵĞƌƐĂŶĚůĞǀĞůŽĨĐŽŶƚŝŶŐĞŶĐŝĞƐ͖
•
ǀĂůƵĂƚŝŶŐƐŝŐŶŝĨŝĐĂŶƚĞdžƉŽƐƵƌĞƐƐƵĐŚĂƐůŝƋƵŝĚĂƚĞĚ
ĚĂŵĂŐĞƐĨŽƌůĂƚĞĚĞůŝǀĞƌLJŽĨĐŽŶƚƌĂĐƚǁŽƌŬƐĂŶĚƚŚĞ
ƉƌŽďĂďŝůŝƚLJŽĨƌĞĐŽǀĞƌLJŽĨŽƵƚƐƚĂŶĚŝŶŐĂŵŽƵŶƚƐďLJ
ƌĞĨĞƌĞŶĐĞƚŽ͗
o
dĞƐƚŝŶŐĐŽŶƚƌĂĐƚƵĂůĞŶƚŝƚůĞŵĞŶƚĨŽƌĐŚĂŶŐĞƐ͕
ǀĂƌŝĂƚŝŽŶƐĂŶĚĐůĂŝŵƐƌĞĐŽŐŶŝƐĞĚǁŝƚŚŝŶĐŽŶƚƌĂĐƚ
ƌĞǀĞŶƵĞďLJƌĞĨĞƌĞŶĐĞƚŽƚŚĞƵŶĚĞƌůLJŝŶŐĐŽŶƚƌĂĐƚ͖
o
ǀĂůƵĂƚŝŶŐƚŚĞƐƚĂƚƵƐŽĨĐŽŶƚƌĂĐƚŶĞŐŽƚŝĂƚŝŽŶƐ
ƚŚƌŽƵŐŚƌĞǀŝĞǁŽĨĐŽƌƌĞƐƉŽŶĚĞŶĐĞ͕ŵŝŶƵƚĞƐĂŶĚ
ĚŝƐĐƵƐƐŝŽŶƐ͖ĂŶĚ
o
dĞƐƚŝŶŐŚŝƐƚŽƌŝĐĂůƌĞĐŽǀĞƌŝĞƐĂŐĂŝŶƐƚƉƌĞǀŝŽƵƐ
ĞƐƚŝŵĂƚĞƐŵĂĚĞ͘
tĞ ĂůƐŽ ĂƐƐĞƐƐĞĚ ƚŚĞ ĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐ ŽĨ ƚŚĞ ĚŝƐĐůŽƐƵƌĞƐ ŝŶ
ƌĞůĂƚŝŽŶƚŽ ƌĞǀĞŶƵĞ ƌĞĐŽŐŶŝƚŝŽŶ ŝŶĐůƵĚĞĚ ŝŶ EŽƚĞ Ϯ͘ϮƚŽ ƚŚĞ
ĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘
KƚŚĞƌ/ŶĨŽƌŵĂƚŝŽŶ
dŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͘dŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĐŽŵƉƌŝƐĞƐƚŚĞDirectors’ Report and
ŽƌƉŽƌĂƚĞ'ŽǀĞƌŶĂŶĐĞΘZŝƐŬDĂŶĂŐĞŵĞŶƚ͕which we obtained prior to the date of this auditor’s report, and also
ŝŶĐůƵĚĞƐƚŚĞĂĚĚŝƚŝŽŶĂůinformation which will be included in the Group’s annual report (but does not include the
financial report and our auditor’s report thereon), which is expected ƚŽďĞŵĂĚĞĂǀĂŝůĂďůĞƚŽƵƐĂĨƚĞƌƚŚĂƚĚĂƚĞ͘
KƵƌŽƉŝŶŝŽŶŽŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĚŽĞƐŶŽƚĐŽǀĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚǁĞĚŽŶŽƚĂŶĚǁŝůůŶŽƚĞdžƉƌĞƐƐĂŶLJĨŽƌŵ
ŽĨĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶƚŚĞƌĞŽŶ͘
98
NRW HOLDINGS | ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
CONTINUED
/ŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŽƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽƌĞĂĚƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŝĚĞŶƚŝĨŝĞĚĂďŽǀĞ
ĂŶĚ͕ŝŶĚŽŝŶŐƐŽ͕ĐŽŶƐŝĚĞƌǁŚĞƚŚĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŝƐŵĂƚĞƌŝĂůůLJŝŶĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽƌŽƵƌ
ŬŶŽǁůĞĚŐĞŽďƚĂŝŶĞĚŝŶƚŚĞĂƵĚŝƚ͕ŽƌŽƚŚĞƌǁŝƐĞĂƉƉĞĂƌƐƚŽďĞŵĂƚĞƌŝĂůůLJŵŝƐƐƚĂƚĞĚ͘/Ĩ͕ďĂƐĞĚŽŶƚŚĞǁŽƌŬǁĞŚĂǀĞ
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there
ŝƐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚŝƐŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽƌĞƉŽƌƚƚŚĂƚĨĂĐƚ͘tĞŚĂǀĞŶŽƚŚŝŶŐƚŽƌĞƉŽƌƚŝŶ
ƚŚŝƐƌĞŐĂƌĚ͘
tŚĞŶǁĞƌĞĂĚƚŚĞadditional information which will be included in the Group’s annual report͕ŝĨǁĞĐŽŶĐůƵĚĞƚŚĂƚ
ƚŚĞƌĞŝƐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚƚŚĞƌĞŝŶ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽĐŽŵŵƵŶŝĐĂƚĞƚŚĞŵĂƚƚĞƌƚŽƚŚĞĚŝƌĞĐƚŽƌƐĂŶĚƵƐĞŽƵƌ
ƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚƚŽĚĞƚĞƌŵŝŶĞƚŚĞĂƉƉƌŽƉƌŝĂƚĞĂĐƚŝŽŶ͘
ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐŽĨƚŚĞŝƌĞĐƚŽƌƐĨŽƌƚŚĞ&ŝŶĂŶĐŝĂůZĞƉŽƌƚ
dŚĞĚŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƌĞƌĞƐƉŽŶƐŝďůĞ͗
•
&ŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ŝŶĐůƵĚŝŶŐŐŝǀŝŶŐĂƚƌƵĞ
ĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽƵƉŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ
^ƚĂŶĚĂƌĚƐ͖ĂŶĚ
•
&ŽƌƐƵĐŚŝŶƚĞƌŶĂůĐŽŶƚƌŽůĂƐƚŚĞĚŝƌĞĐƚŽƌƐĚĞƚĞƌŵŝŶĞŝƐŶĞĐĞƐƐĂƌLJƚŽĞŶĂďůĞƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ
ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ŝŶĐůƵĚŝŶŐŐŝǀŝŶŐĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂŶĚ
ƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽƵƉ͕ĂŶĚŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘
/ŶƉƌĞƉĂƌŝŶŐƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ƚŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂƐƐĞƐƐŝŶŐƚŚĞĂďŝůŝƚLJŽĨƚŚĞ'ƌŽƵƉƚŽĐŽŶƚŝŶƵĞĂƐĂ
ŐŽŝŶŐ ĐŽŶĐĞƌŶ͕ ĚŝƐĐůŽƐŝŶŐ͕ ĂƐ ĂƉƉůŝĐĂďůĞ͕ ŵĂƚƚĞƌƐ ƌĞůĂƚĞĚ ƚŽ ŐŽŝŶŐ ĐŽŶĐĞƌŶ ĂŶĚ ƵƐŝŶŐ ƚŚĞ ŐŽŝŶŐ ĐŽŶĐĞƌŶ ďĂƐŝƐ ŽĨ
ĂĐĐŽƵŶƚŝŶŐ ƵŶůĞƐƐ ƚŚĞ ĚŝƌĞĐƚŽƌƐ ĞŝƚŚĞƌ ŝŶƚĞŶĚ ƚŽ ůŝƋƵŝĚĂƚĞ ƚŚĞ 'ƌŽƵƉ Žƌ ƚŽ ĐĞĂƐĞ ŽƉĞƌĂƚŝŽŶƐ͕ Žƌ ŚĂƐ ŶŽ ƌĞĂůŝƐƚŝĐ
ĂůƚĞƌŶĂƚŝǀĞďƵƚƚŽĚŽƐŽ͘
Auditor’s Responsibilities for the Audit of the Financial Report
KƵƌŽďũĞĐƚŝǀĞƐĂƌĞƚŽŽďƚĂŝŶƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂƐĂǁŚŽůĞŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂů
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
ĂƐƐƵƌĂŶĐĞŝƐĂŚŝŐŚůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞ͕ďƵƚŝƐŶŽƚĂŐƵĂƌĂŶƚĞĞƚŚĂƚĂŶĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶ
ƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐǁŝůůĂůǁĂLJƐĚĞƚĞĐƚĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞŶŝƚĞdžŝƐƚƐ͘DŝƐƐƚĂƚĞŵĞŶƚƐĐĂŶĂƌŝƐĞĨƌŽŵĨƌĂƵĚŽƌ
ĞƌƌŽƌĂŶĚĂƌĞĐŽŶƐŝĚĞƌĞĚŵĂƚĞƌŝĂůŝĨ͕ŝŶĚŝǀŝĚƵĂůůLJŽƌŝŶƚŚĞĂŐŐƌĞŐĂƚĞ͕ƚŚĞLJĐŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽŝŶĨůƵĞŶĐĞ
ƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐŽĨƵƐĞƌƐƚĂŬĞŶŽŶƚŚĞďĂƐŝƐŽĨƚŚŝƐĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͘
ƐƉĂƌƚŽĨĂŶĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͕ǁĞĞdžĞƌĐŝƐĞƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚĂŶĚ
ŵĂŝŶƚĂŝŶƉƌŽĨĞƐƐŝŽŶĂůƐĐĞƉƚŝĐŝƐŵƚŚƌŽƵŐŚŽƵƚƚŚĞĂƵĚŝƚ͘tĞĂůƐŽ͗
•
/ĚĞŶƚŝĨLJĂŶĚĂƐƐĞƐƐƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ĚĞƐŝŐŶ
ĂŶĚƉĞƌĨŽƌŵĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƌĞƐƉŽŶƐŝǀĞƚŽƚŚŽƐĞƌŝƐŬƐ͕ĂŶĚŽďƚĂŝŶĂƵĚŝƚĞǀŝĚĞŶĐĞƚŚĂƚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞ
ƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌŽƉŝŶŝŽŶ͘dŚĞƌŝƐŬŽĨŶŽƚĚĞƚĞĐƚŝŶŐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚƌĞƐƵůƚŝŶŐĨƌŽŵĨƌĂƵĚŝƐŚŝŐŚĞƌ
ƚŚĂŶ ĨŽƌ ŽŶĞ ƌĞƐƵůƚŝŶŐ ĨƌŽŵ ĞƌƌŽƌ͕ ĂƐ ĨƌĂƵĚ ŵĂLJ ŝŶǀŽůǀĞ ĐŽůůƵƐŝŽŶ͕ ĨŽƌŐĞƌLJ͕ ŝŶƚĞŶƚŝŽŶĂů ŽŵŝƐƐŝŽŶƐ͕
ŵŝƐƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ͕ŽƌƚŚĞŽǀĞƌƌŝĚĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘
•
KďƚĂŝŶĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽůƌĞůĞǀĂŶƚƚŽƚŚĞĂƵĚŝƚŝŶŽƌĚĞƌƚŽĚĞƐŝŐŶĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƚŚĂƚĂƌĞ
ĂƉƉƌŽƉƌŝĂƚĞŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ďƵƚŶŽƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞdžƉƌĞƐƐŝŶŐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĞĨĨĞĐƚŝǀĞŶĞƐƐŽĨƚŚĞ
Group’sŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘
•
ǀĂůƵĂƚĞƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐƉŽůŝĐŝĞƐƵƐĞĚĂŶĚƚŚĞƌĞĂƐŽŶĂďůĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐĞƐƚŝŵĂƚĞƐĂŶĚ
ƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŵĂĚĞďLJƚŚĞĚŝƌĞĐƚŽƌƐ͘
99
NRW HOLDINGS | ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
CONTINUED
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the
ĂƵĚŝƚ ĞǀŝĚĞŶĐĞ ŽďƚĂŝŶĞĚ͕ ǁŚĞƚŚĞƌ Ă ŵĂƚĞƌŝĂů ƵŶĐĞƌƚĂŝŶƚLJ ĞdžŝƐƚƐ ƌĞůĂƚĞĚ ƚŽ ĞǀĞŶƚƐ Žƌ ĐŽŶĚŝƚŝŽŶƐ ƚŚĂƚ ŵĂLJ ĐĂƐƚ
ƐŝŐŶŝĨŝĐĂŶƚĚŽƵďƚŽŶƚŚĞGroup’sĂďŝůŝƚLJƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘/ĨǁĞĐŽŶĐůƵĚĞƚŚĂƚĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJ
exists, we are required to draw attention in our auditor’s report to the rĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŝŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ
Žƌ͕ŝĨƐƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞŝŶĂĚĞƋƵĂƚĞ͕ƚŽŵŽĚŝĨLJŽƵƌŽƉŝŶŝŽŶ͘KƵƌĐŽŶĐůƵƐŝŽŶƐĂƌĞďĂƐĞĚŽŶƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞ
obtained up to the date of our auditor’s report. However, future events or conditions may cause the 'ƌoup’sƚŽ
ĐĞĂƐĞƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘
•
ǀĂůƵĂƚĞƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶ͕ƐƚƌƵĐƚƵƌĞĂŶĚĐŽŶƚĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŝŶĐůƵĚŝŶŐƚŚĞĚŝƐĐůŽƐƵƌĞƐ͕ĂŶĚ
ǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚƌĞƉƌĞƐĞŶƚƐƚŚĞƵŶĚĞƌůLJŝŶŐƚƌĂŶƐĂĐƚŝŽŶƐĂŶĚĞǀĞŶƚƐŝŶĂŵĂŶŶĞƌƚŚĂƚĂĐŚŝĞǀĞƐĨĂŝƌ
ƉƌĞƐĞŶƚĂƚŝŽŶ͘
•
KďƚĂŝŶƐƵĨĨŝĐŝĞŶƚĂƉƉƌŽƉƌŝĂƚĞĂƵĚŝƚĞǀŝĚĞŶĐĞƌĞŐĂƌĚŝŶŐƚŚĞĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶŽĨƚŚĞĞŶƚŝƚŝĞƐŽƌďƵƐŝŶĞƐƐĂĐƚŝǀŝƚŝĞƐ
ǁŝƚŚŝŶƚŚĞ'ƌŽƵƉƚŽĞdžƉƌĞƐƐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͘tĞĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĚŝƌĞĐƚŝŽŶ͕ƐƵƉĞƌǀŝƐŝŽŶ
and performance of the Group’s audit. WeƌĞŵĂŝŶƐŽůĞůLJƌĞƐƉŽŶƐŝďůĞĨŽƌŽƵƌĂƵĚŝƚŽƉŝŶŝŽŶ͘
tĞĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐƌĞŐĂƌĚŝŶŐ͕ĂŵŽŶŐŽƚŚĞƌŵĂƚƚĞƌƐ͕ƚŚĞƉůĂŶŶĞĚƐĐŽƉĞĂŶĚƚŝŵŝŶŐŽĨƚŚĞĂƵĚŝƚĂŶĚ
ƐŝŐŶŝĨŝĐĂŶƚĂƵĚŝƚĨŝŶĚŝŶŐƐ͕ŝŶĐůƵĚŝŶŐĂŶLJƐŝŐŶŝĨŝĐĂŶƚĚĞĨŝĐŝĞŶĐŝĞƐŝŶŝŶƚĞƌŶĂůĐŽŶƚƌŽůƚŚĂƚǁĞŝĚĞŶƚŝĨLJĚƵƌŝŶŐŽƵƌĂƵĚŝƚ͘
tĞĂůƐŽƉƌŽǀŝĚĞƚŚĞĚŝƌĞĐƚŽƌƐǁŝƚŚĂƐƚĂƚĞŵĞŶƚƚŚĂƚǁĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƌĞůĞǀĂŶƚĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐƌĞŐĂƌĚŝŶŐ
ŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚƚŽĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞŵĂůůƌĞůĂƚŝŽŶƐŚŝƉƐĂŶĚŽƚŚĞƌŵĂƚƚĞƌƐƚŚĂƚŵĂLJƌĞĂƐŽŶĂďůLJďĞƚŚŽƵŐŚƚƚŽ
ďĞĂƌŽŶŽƵƌŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚǁŚĞƌĞĂƉƉůŝĐĂďůĞ͕ĂĐƚŝŽŶƐƚĂŬĞŶƚŽĞůŝŵŝŶĂƚĞƚŚƌĞĂƚƐŽƌƐĂĨĞŐƵĂƌĚƐĂƉƉůŝĞĚ͘
&ƌŽŵƚŚĞŵĂƚƚĞƌƐĐŽŵŵƵŶŝĐĂƚĞĚǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞŝŶƚŚĞ
ĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚĂŶĚĂƌĞƚŚĞƌĞĨŽƌĞƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌƐ͘tĞĚĞƐĐƌŝďĞƚŚĞƐĞŵĂƚƚĞƌƐ
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
ƌĂƌĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚĂƚĂŵĂƚƚĞƌƐŚŽƵůĚŶŽƚďĞĐŽŵŵƵŶŝĐĂƚĞĚŝŶŽƵƌƌĞƉŽƌƚďĞĐĂƵƐĞƚŚĞĂĚǀĞƌƐĞ
ĐŽŶƐĞƋƵĞŶĐĞƐ ŽĨ ĚŽŝŶŐ ƐŽ ǁŽƵůĚ ƌĞĂƐŽŶĂďůLJ ďĞ ĞdžƉĞĐƚĞĚ ƚŽ ŽƵƚǁĞŝŐŚ ƚŚĞ ƉƵďůŝĐ ŝŶƚĞƌĞƐƚ ďĞŶĞĨŝƚƐ ŽĨ ƐƵĐŚ
ĐŽŵŵƵŶŝĐĂƚŝŽŶ͘
ZĞƉŽƌƚŽŶƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ
KƉŝŶŝŽŶŽŶƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ
tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŝŶĐůƵĚĞĚŝŶƉĂŐĞƐϮϲƚŽϰϲŽĨthe Directors’ Report for the year endedϯϬ
:ƵŶĞϮϬϮϰ͘
/ŶŽƵƌŽƉŝŶŝŽŶ͕ƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŽĨEZt,ŽůĚŝŶŐƐ>ŝŵŝƚĞĚ͕ĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮϰ͕ĐŽŵƉůŝĞƐǁŝƚŚ
ƐĞĐƚŝŽŶϯϬϬŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͘
ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐ
dŚĞĚŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŝŶ
ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƐĞĐƚŝŽŶ ϯϬϬ ŽĨ ƚŚĞ ŽƌƉŽƌĂƚŝŽŶƐ Đƚ ϮϬϬϭ͘ KƵƌ ƌĞƐƉŽŶƐŝďŝůŝƚLJ ŝƐ ƚŽ ĞdžƉƌĞƐƐ ĂŶ ŽƉŝŶŝŽŶ ŽŶ ƚŚĞ
ZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ͕ďĂƐĞĚŽŶŽƵƌĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͘
>K/dd dKh, dK,Dd^h
<ŶĚƌĞǁƐ
WĂƌƚŶĞƌ
ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ
WĞƌƚŚ͕ϭϰƵŐƵƐƚϮϬϮϰ
100
NRW HOLDINGS | ANNUAL REPORT 2024
RESULTS FOR ANNOUNCEMENT TO THE MARKET
For the Year Ended 30 June 2024
% Change
up / (down)
Year Ended
30 June 2024
Year Ended
30 June 2023
$’000
$’000
Revenues from ordinary activities
9.2%
2,913,007
2,667,064
Profit from ordinary activities after tax attributable to members
22.7%
105,096
85,635
Total comprehensive income
22.7%
105,096
85,635
INTERIM DIVIDEND
Date dividend is payable
11 April 2024
6 April 2023
Record date to determine entitlements to dividend
27 March 2024
23 March 2023
Interim dividend payable per security (cents)
6.5
8.5
Franked amount of dividend per security (cents)
6.5
-
Unfranked amount of dividend per security (cents)
-
8.5
FINAL DIVIDEND
Date dividend is payable
9 October 2024
11 October 2023
Record date to determine entitlements to dividend
20 September 2024
22 September 2023
Final dividend payable per security (cents)
9.0
8.0
Franked amount of dividend per security (cents)
9.0
8.0
RATIOS AND OTHER MEASURES
Net tangible asset backing per ordinary security
$0.98
$0.88
Commentary on the Results for the Year
A commentary on the results for the year is contained in the statutory financial report dated 14 August 2024.
Status of Accounts
This statutory financial report is based on audited accounts.
NRW Holdings Limited - ACN 118 300 217
APPENDIX 4E
NRW Holdings Limited
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