SUPERLOOP LIMITED | ABN 96 169 263 094
2024
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SUPERLOOP ANNUAL REPORT 2024
Win together
Lead by example
Encourage every voice
Unify the team
Unleash Possiblities
Think differently
Speak up
Move forward with speed
Start with the Customer
Do what matters
Make the complex simple
Own it
About Superloop.
Our Reporting Suite.
Founded in 2014, and listed on the ASX since 2015, Superloop is on a mission to refresh the internet and
unleash possibilities for Australian homes and businesses. We enable challenger retail brands (including our own
Superloop and Exetel brands) to take a larger share of the market, leveraging Superloop’s Infrastructure-on-
Demand platform. Superloop provides connectivity and security services to customers in three segments of the
market: Consumer, Business and Wholesale.
Our offerings leverage Superloop’s investments in physical infrastructure assets that include fibre, subsea cables
and fixed wireless, as well as Superloop’s software platforms. Hundreds of thousands of homes and businesses
rely on Superloop and Exetel every day for their connectivity needs.
OUR THREE PRINCIPLES
The three principles below form our cultural framework and what matters most every single day.
It’s a values system, a shared passion, and a quest that unites our people and inspires us to be better.
Access our full reporting suite online at investors.superloop.com/Investors.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
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Performance Highlights.
Chair & CEO Message
04
Overview
06
Sustainability Report
13
Our Leadership Team
26
Our Network
28
Directors’ Report
30
Letter from Remuneration and Nomination Committee Chair
46
Remuneration Report
50
Auditor’s Independence Declaration
73
Financial Report
74
Financial Statements
76
Notes to the Consolidated Financial Report
80
Directors’ Declaration
127
Independent Auditor’s Report
128
ASX Additional Information
132
Corporate Directory
134
FY24 PERFORMANCE HIGHLIGHTS
1 Revenue including Other Income. Organic revenue growth % calculation adjusted for impact of acquisitions.
2 Underlying EBITDA is calculated as Statutory EBITDA adjusted for share-based payments, restructuring costs and non-recurring corporate and M&A costs.
Refer to reconciliation set-out in slide 33 of the FY24 Results Presentation.
3 Free Cash Flow is calculated as the operating cash flow less investing cash flow, adjusted for acquisitions and disposals.
4 Customer definition set-out in slide 40 of the FY24 Results Presentation.
Total Revenue1
$420.5m
30.0% YoY
23.0% organic
Underlying EBITDA2
$54.3m
45.2% YoY
Free Cash Flow3
$29.2m
26.0% YoY
Customers4
455k
23.9% YoY
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SUPERLOOP ANNUAL REPORT 2024
A message from the Chair.
Peter O’Connell
Independent Chair & Non-Executive Director
On behalf of the Board of Directors of Superloop Limited,
it is my pleasure to share the Annual Report for the
financial year ending 30 June 2024 which has been an
outstanding year for the Company.
Our 3-year ‘Double Down’ strategy is off to a successful
start in 2024 following the completion of the ‘3 in 3’
turnaround strategy in 2023. Our ‘Double Down’ strategy
aims to accelerate growth in revenue and profitability
across our three market segments: Consumer, Business
and Wholesale through a combination of organic growth
and M&A.
Key highlights from FY24 include record organic growth
in new customers, with Superloop now supporting more
than 455,000 customers. Within the Consumer segment,
new customers were up 80,000, a 33% increase from FY23.
Significant Origin Energy and AGL contract wins validated
our Wholesale offering which continues to go from
strength to strength and confirms the investment in the
platform and capability over the past 3 years as we start
realising strong returns on these investments.
With a strong value proposition for its customers,
Superloop has become a compelling competitive option in
the home broadband segment, through both its Consumer
brands in its own right and as an enabler for other brands.
This is a testament to the highly capable Superloop team,
who delivered exceptional results while operating in a
highly competitive market.
Operational success in FY24 has led to Superloop
delivering a strong financial result including a 30%
increase in revenue and 45% increase in underlying
EBITDA, evidence of the Company’s operating leverage.
This has resulted in increasing investor interest and share
price growth of over 2.5x during the period, underpinning
the Company’s recent entry into the S&P/ASX 300
Index. This is a significant company milestone and a true
reflection of Superloop’s success and future potential.
Our commitment to environmental and social
responsibility, along with a dedication to operating
ethically in everything we do, continues to be fundamental
to the way we do business. We are proud of our progress
in reducing the Gender Pay Gap – Superloop’s position
is significantly better than the industry average and the
Gender Pay Gap has more than halved over the last
two periods. We continue to work towards reducing our
carbon footprint, having completed a detailed external
analysis on our emissions during the year, and we continue
to drive impactful change with our charity partners to have
a positive impact in the communities in which we operate.
Thank you to every member of the Superloop team for
contributing to such a successful FY24 and for dedicating
themselves to delivering value for our customers.
Finally, thank you to our shareholders for your continued
support, and to my fellow directors for what has been an
incredible year. We look forward to what FY25 will bring.
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A message from the CEO.
I am proud of what Superloop has achieved over the last
financial year and the strong financial performance we have
been able to deliver for our shareholders. It is a testament
to the strength of our operating model, our brand and the
entire Superloop team.
This past financial year marks the end of the first year of
our three year ‘Double Down’ strategy and the completion
of our first year leaves us tracking ahead of the plan. It’s
been another record year for Superloop, with 30% year on
year revenue growth to over $420 million, with all three of
our market segments contributing.
I am pleased to report that the majority of this year’s
revenue growth was generated organically, contributing
an uplift of 23%. Our underlying EBITDA grew 45.2% to
$54.3 million and was delivered above the top end of our
guidance provided to the market. We also continue to see
strong growth in free cash flow, an increase of 26% in FY24
to greater than $29 million, further evidence of the cash
generation capabilities of the Superloop operating model.
Revenue derived from our Consumer segment experienced
particularly strong growth of 47%, with a record 80,000
new customers, an increase of almost 24%. Our high
performing, value-for-money products are resonating and
we are now providing fast, affordable services to 455,000
customers across the country. High speed broadband
should be easily accessible to everyone and Superloop’s
market-leading speeds, delivered at value price points,
continue to appeal especially during times of significant
cost-of-living pressures.
FY24 represents the largest ever year for sales in our
Wholesale segment. Milestone contracts were signed with
AGL and Origin Energy, with the Origin Energy contract
alone expected to contribute an additional $19 million of
earnings, such that FY25 will see a significant step-change
in overall earnings contribution from this segment.
While we continue to grow quickly, compared to many
of our telco peers Superloop is still a young and agile
company. We have established a strong foundation of
human, technical and financial resources; yet we are still
nimble and can adapt quickly to the changing needs of
our customers and the business environment in which
we operate.
Our growth strategy is simple and the team is aligned to
deliver growth in value for our shareholders. As we move
into the second year of our ‘Double Down’ strategy, we
will continue to build on the strong foundations laid in
FY24. There are three pillars driving growth for Superloop:
a laser focus on maintaining our position as a cost leader,
continued initiatives and efforts to drive organic growth
and disciplined M&A.
We are proud of what we have been able to deliver over
the past few years and the significant contract wins we
have achieved in the last year in particular, but we need to
stay focused and execute on our wins.
We have set ambitious goals for the three-year plan that
we are in, and I am confident that we will reach these
goals.
We remain grateful for the support of our shareholders.
With your support, we will continue to refresh the internet
and unleash possibilities for even more Australians.
Paul Tyler
Chief Executive Officer & Managing Director
CHAIR AND CEO MESSAGE
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SUPERLOOP ANNUAL REPORT 2024
We’re delivering Origin our full Superloop service from
the ground up with our scalable infrastructure-on-demand
platform. With the migration of Origin’s broadband
customer accounts – currently 150,000 and growing – to
the Superloop network, our total number of supported
customers is expected to increase to above 600,000 for
the first time.
It is a step change in our earnings with the contract
expected to add in excess of $19 million of annualised
EBITDA for Superloop, once the migration is complete,
with further upside from Origin’s rapid growth in its
broadband customer base.
“Securing the Origin contract is a key milestone in
Superloop’s three-year growth strategy. We’re thrilled to
partner with Origin, and we’re pleased to be their provider
of choice for reliability, service, and value,” says Superloop
CEO Paul Tyler.
Ready for lift off in less than four months
We moved with speed to get our people, networks and
systems ready to onboard Origin onto our Superloop
white label platform. From the beginning of July 2024,
it was all systems go - platforms were switched on in the
newly formed Origin customer service hub. Origin's telco
specialists were ready, answering calls from customers
with “Hello and welcome to Origin Broadband", for the
first time ever.
“Although Origin is a wholesale customer, we were able to
tap into the experience and knowledge of our residential
segment to help set up Origin for success. What would
take many large businesses a long time to do, we did in
less than four months thanks to the can-do attitude of our
people”, said Group Executive, Business & Wholesale,
Daisey Stampfer.
And if we’re not working hard for our customers, then
we’re doing it wrong. By the end of October 2024, we are
tracking to plan to have migrated the entire Origin Energy
base to the Superloop platform and network.
Stampfer shared, “Origin came to us with a vision.
A different way of doing telco. We worked together to
create something bespoke and special to enable them
to navigate the complexities in the market and find their
path to win.”
This is a partnership where we work and win together.
We’re proud to be supporting Origin's ambitious growth
plans, as they work towards their announced target of
600k customers.
Refreshing the internet
with Origin Energy.
It was a significant moment back in March 2024 when Superloop signed an exclusive six-year
contract to provide internet services to Origin Energy. With a five-year wholesale contract with
energy group AGL too, it means that Superloop now provides wholesale services to two of
Australia’s largest energy companies.
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Superloop achieved record NBN adds of 78,000 in FY24,
increasing our market share to 4%. There is a challenger
megatrend with challenger Retail Service brands growing
market share at the expense of older, more established
brands. Undoubtedly, this trend has been an important
driver of our growth, and the growth of all challengers,
and will continue to be so in the future. Our brands,
Superloop and Exetel, came out on top in this period,
making us the fastest growing RSP in this period.
We’ve been driving brand awareness through digital, TV,
radio and print advertising and it’s clear our brand values
are resonating with consumers. Superloop is different to
other internet providers and represents value for money.
“We get our customers; we understand their needs. Speed
is their biggest priority, but they were putting up with slow
networks because they didn’t realise there was a better
option. FY24 was a record year of organic growth for the
company, and we believe it’s the beginning of a shift in the
telco landscape. Consumers are switching to Superloop for
ultrafast speeds, winning prices and great service”, says
Superloop Chief Marketing Officer, Ben Colman.
Unleashing more and more with our brand
It’s easy to forget that we only relaunched Superloop 2.0 in
Q3 2023 and we’ve had strong gains in brand awareness
since. It’s been the foundation of our success in target
areas including high speed plans such as the 250 megabit
and the 1 gigabit plans and in FTTP, fibre-to-the-premise,
where currently we have a 5.9% market share. In January
2024, our prompted brand awareness sat at 13.8%, in June
2024, it sat at 18.4%.
“And we’re only just getting started,” says Colman.
“Superloop is here to innovate, so we’ll keep refreshing
the internet for our customers and investing in our brand.
Our goal? Reach 25% prompted brand awareness by end
of FY25, to back our ambitious growth plans.”
Building a Brand
of the internet.
1 nbn Wholesale Market Indicators Report, dated 27 August 2024. Last 4 quarterly reporting periods
Superloop is of the internet, purpose built for the digital age
without the baggage of legacy telcos. We’re on a mission to lead
challengers to a 30% market share, and our next gen challenger
brand is helping us lead the way.
How do we know? Well, the stats speak for themselves…
nbn Net Adds (FY24)
Strong nbn net add performance by Superloop (nbn Wholesale Market Indicators Report)1
Wholesale Customers
Owned
Brands
█ SLC █ ABB █ Vocus █ ORG █ AGL █ Optus █ TPG █ TLS
OVERVIEW
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SUPERLOOP ANNUAL REPORT 2024
Connecting (Smart)
Communities.
We create intelligent, connected communities that deliver
better quality of life for people right across the country.
Superloop invests in high-speed Fibre to the Premises
(FTTP) connectivity technologies delivering high-quality,
reliable, resilient and fast wholesale networks for different
types of property developments such as multi-dwelling
units, broadacre developments, Build-to-Rent and
advanced managed Wi-Fi solutions for public spaces,
hotels and student accommodation. FY24 was a huge
period of growth for Smart Communities.
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Connecting new residents from
the moment they arrive
Unleashing high-speed managed Wi-Fi
solutions for student residences
Our high-speed wholesale FTTP network delivers
end-to-end fibre to each premise in Build-to-Rent
developments, enabling residents to select high-speed
plans offered via their RSP on our network from the
moment they move in. Plus, they can browse, videochat
or stream their favourite content in the gym, by the pool,
or throughout the public areas of the building, thanks to
the seamless connectivity of the available mesh Wi-Fi in
common areas.
Our entire Build-to-Rent internet network is monitored
and maintained in real-time through our industry-leading
platform, so we can proactively resolve issues and support
resident experiences.
In February 2024, we signed on as the exclusive
telecommunications infrastructure provider in a two site,
1,100+ premises deal with Investa.
Superloop was appointed to deliver high-speed
connectivity to more than 700 units in Footscray and an
additional 445 apartments in Southbank with both Victorian
developments expected to be completed in 2025.
In FY24, we were the country’s leading provider
of Enterprise-grade managed Wi-Fi solutions that
connect the specialised class of purpose-built
student accommodation (PBSA) to the best thing
ever – the internet.
Journal Student Living (JSL) signed an exclusive Managed
Services Agreement (MSA) with Superloop last financial
year, committing 7,000 beds to our business. They recently
signed their third student accommodation development to
Superloop, adding a further 1,000 beds to the portfolio,
with the opening of the first new sites in late 2026.
Campus Living Villages also renewed their 4,500 bed
PBSA portfolio and Centurian Dwell signed an exclusive
portfolio with 5,000 beds.
It is a good feeling knowing that we are delivering the
best, most innovative smart community solutions of all
shapes and sizes.
In March 2024, we signed on as Mirvac’s exclusive
telecommunications infrastructure provider
for 1,400 lots across three upcoming sites in the
Build-to-Rent market.
At each location, Superloop will build and operate
its wholesale FTTP network, capable of supporting
superfast broadband, voice, and Master Antenna (MATV)
services. Superloop will also operate the Integrated
Communications Network at each site, managed by our
proprietary Q2 platform.
“It’s an incredible endorsement of the quality of the
Superloop network. We’re proud to partner with Investa
and Mirvac to supply a turnkey connectivity solution for
their residents – whether it’s within their homes, or as
they enjoy the amenities across their new community,
within their smart gyms, EV charging stations, and across
the grounds,” said Paul Tyler, Superloop CEO and
Managing Director.
OVERVIEW
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SUPERLOOP ANNUAL REPORT 2024
Superloop was recognised for innovation,
transformation, speed, and excellence.
An award-winning
performance.
CANSTAR Blue's 2024
Outstanding Value High
Speed NBN Plans
Mozo Experts' Choice Award
2024 for Ultra Fast Broadband
AFR Digital Transformation
Leaders 2024 Awards - Technology,
Media & Telecommunications
Mozo Peoples Choice Award
2024 for Outstanding
Customer Satisfaction
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AWARD-WINNING PERFORMANCE
CommsDay Edison Awards
2024 Best Fixed Line Retail
Finder's 2024 Award for
NBN Provider Superfast Speeds
CommsDay Edison Awards
2024 High Commended Best
Wholesale Telco
Palo Alto Networks NextWave
Managed Services Security
Innovator Partner of the Year 2024
Annual
Sustainability
Report.
Charging forward with Connectivity
and Sustainability
During FY24, Superloop further strengthened its sustainability
strategy to align with the evolving needs of our stakeholders,
industry, and the global drive towards responsible business
practices. This year, we are proud to present our second
Annual Sustainability Report, reflecting our commitment to
fostering connectivity while driving sustainable growth.
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SUPERLOOP ANNUAL REPORT 2024
Our approach to
Environment, Social &
Governance (ESG).
In FY24, we deepened our engagement with various
stakeholders including employees, shareholders,
customers, regulators and suppliers, to identify the
material topics that would form the pillars of our
ESG Framework.
Our commitment to sustainability
Our goal, first and foremost, is to do the right thing by our
employees, customers, suppliers, partners, communities,
and shareholders. We know that when we proactively
address ESG issues, we create sustained value for our
stakeholders by safeguarding Superloop’s social licence
to operate and its long-term success, reducing risks, and
driving positive outcomes.
Doing reporting better
In FY24, we have continued our commitment to consistent,
transparent, and comprehensive reporting.
Superloop is currently evaluating the requirements of
the sustainability reporting framework under the new
Climate-related Disclosures Standards that were issued
following the enactment of the Treasury Laws Amendment
Together with our culture framework, our ESG
Framework is guiding our sustainability approach,
reporting, and decision making at Superloop.
(Financial Market Infrastructure and Other Measures) Act
2024 (Cth) in September 2024. The Act mandates that
relevant entities disclose their climate-related strategies,
financial risks, and opportunities in line with the Australian
Sustainability Reporting Standards (ASRS), developed by
the Australian Accounting Standards Board (AASB), and
aim to provide stakeholders with a clearer understanding
of a company's ESG impacts.
Superloop anticipates publishing its first sustainability
report under this framework for the year ending 30 June
2026 and has proactively been taking steps to prepare to
integrate the Standards into our reporting framework. The
Standards primarily focus on climate-related financial risks,
governance, strategy, risk management, and metrics and
targets that align with global sustainability goals.
Our ESG Framework: Integrating ESG principles across the business
Reduce our environmental impact
– Environmental Responsibility
We are committed to lowering our environmental impact by lowering carbon
emissions, improving energy efficiency, and managing waste responsibly. Our
continued focus on sustainability drives tangible outcomes across our operations.
Use our influence for good
– Maximising our Social
Responsibility and Impact
Our relationships with stakeholders and the communities we operate in drive
our initiatives, including promoting diversity and inclusion, ensuring fair labour
practices, and fostering digital inclusion.
Maintain a solid foundation
for sustainable growth
– Governance Excellence
Our robust internal practices ensure ethical decision-making, compliance,
and accountability. These practices underpin our long-term growth and the
trust of our stakeholders.
At Superloop, we recognise the importance of a central framework
that enables us to not only contribute to meaningful change within
our communities, but also support issues that are significant for our
stakeholders and our industry.
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SUSTAINABILITY REPORT
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SUPERLOOP ANNUAL REPORT 2024
SUPERLOOP LIMITED & CONTROLLED ENTITIES
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Superloop is committed to minimising its environmental
impact to contribute to a more sustainable future. During
the financial year, we worked with an external climate
change and sustainability specialist to develop an initial
assessment of our scope 1, 2 and 3 emissions. This initial
assessment sets a benchmark for emissions by category
and includes some recommendations that are currently
being assessed. Furthermore, the independent initial
assessment compared Superloop GHG emissions with
other industry sectors and indicated that we were on the
lower end of S1 and 2 emitters when compared to other
industries. The aspiration is that this important work will
enable us to tailor an approach for Superloop to further
minimise our carbon emissions in the coming years and to
target a carbon neutral footprint in the future.
We have also continued our initiatives for reducing
greenhouse gas emissions and increasing energy efficiency
through the procurement and use of more energy efficient
equipment, automation of lighting and meeting rooms
and encouraging our people to be proactive in managing
their own carbon footprint. We are also exploring clean
technologies for new installations and company assets.
One of our major environmental focus areas is e-waste
management. As we remain committed to reducing
e-waste as one of the fastest-growing environmental
challenges faced, with recycling programs in place
through proper removal and safe disposal of items
such as hardware, and resource conservation.
Our e-waste recycling program continued in FY24,
facilitating the responsible recycling of electronic waste,
aiming to minimise the harmful effects of e-waste in the
environment. By taking proactive measures in e-waste
management, we ensure that our operations contribute
to a cleaner, safer, and more sustainable world.
We are determined to do the right thing and embrace our
role of stewards of the planet as we continue to focus on
environmental sustainability initiatives. Superloop remains
committed to transparency, continuous improvement, and
creating a greener tomorrow.
Continuing to reduce our
environmental impact.
Environmental Responsibility
We are committed to lowering our carbon emissions, improving energy
efficiency, and managing waste responsibly. Our continued focus on
sustainability drives tangible outcomes across our operations.
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SUPERLOOP ANNUAL REPORT 2024
Making a positive social impact starts with our people,
employees, and focussing our commitment to customers,
stakeholders, and the communities we serve. By
working together, we aim to amplify our social influence,
strengthen our communities, and create a meaningful and
lasting difference in the world.
We strive to cultivate a dynamic community where
everyone is valued, supported, and empowered to reach
their full potential. Our commitment to fostering this
environment is crucial for unleashing possibilities and
refreshing the internet.
Creating a culture of wellbeing
We are committed to supporting the physical and mental
wellbeing of our employees, ensuring they have an
environment where they can fully engage and excel.
Our wide-ranging initiatives are crafted to uphold this
commitment and create a workplace where our team can
thrive both personally and professionally.
• Mental Health First Aider and First Aid Training:
Equipping our team with essential skills to provide vital
support to one another during challenging times.
• Employee Assistance Program: Offering confidential
counselling and support to help employees and their
families navigate life's complexities.
• In-Office Flu Vaccination Programs: Prioritising the
physical health of our employees and safeguarding
their well-being.
• Wellbeing Related Employee Policies: Superloop
offers a range of leave benefits for employees to
assist in their physical and mental wellbeing, including
Personal/Carer’s leave, Family and Domestic Violence
leave and an Annual Leave purchase program.
Making the most
of our influence.
Social Impact
Our relationships with stakeholders and the communities we
operate in drive our initiatives, including promoting diversity,
ensuring fair labour practices, and fostering digital inclusion
SUPERLOOP LIMITED & CONTROLLED ENTITIES
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We hear ‘Every Voice’ and do what matters.
Open and honest communication is key to making sure
our employees feel connected, valued, and engaged. We
encourage regular feedback and open conversations, so
everyone can share their thoughts and ideas. This spirit of
inclusivity and teamwork not only boosts engagement but
also strengthens our culture of respect and mutual growth.
When we work together with empathy and understanding,
we all win together.
Our Every Voice program gives all Superloop employees
the opportunity to provide feedback and we will continue
to regularly check in through this program. It shows that we
care and that we are walking the walk when it comes to our
values ‘speak up’ and ‘do what matters’.
Our aim is to ensure we have more opportunities to
encourage every voice and unify our team, including
increasing leadership visibility, celebrating wins, and
spending quality time with employees in all locations
both in Australia and overseas.
Unleashing learning
At Superloop, we are dedicated to the ongoing learning
and development of our employees. Our Learning and
Development (L&D) programs are crafted to unlock new
possibilities and enhance skills, helping us stay current,
think creatively, and adapt swiftly. Through the our online,
our team has access to over 100,000 learning resources,
offering extensive upskilling and reskilling opportunities.
Additionally, we offer a Super Work allowance to all
employees and provide Professional Development Leave
to support employees in pursuing relevant courses and
training that align with their roles and career goals. This
commitment to growth gives our team opportunities to
upskill and drives our shared progress and success.
Winning together
Celebrating the outstanding achievements of our
employees is fundamental to our culture. We make sure
to acknowledge and recognise the exceptional efforts of
our team members. We are big on celebrating company
milestones with our employees as a way to thank them for
contribution. Through our quarterly ‘Super Star Awards,’
we highlight high-achieving employees at our town hall
meetings, and honour their remarkable accomplishments
recognised by their peers. This practice not only
celebrates individual successes but also reinforces our
commitment to recognising and valuing the hard work
and dedication of our employees.
It is important to us to acknowledge and honour the
personal milestones that are significant in our employees'
lives. Our Service Milestone and Life Celebration Gifts
are designed to recognise and celebrate key moments
including service milestones, as well as birthdays and
major life events like marriage and parenthood. Such
gestures demonstrate our commitment to supporting
and celebrating our employees and their journey with
us at Superloop.
Everyone’s welcome
At Superloop, we are committed to celebrating and
embracing diversity. Creating an inclusive environment
where every employee feels welcomed and supported
enriches our workplace and enhances our ability
to collaborate effectively, innovate creatively, and
connect meaningfully with our customers, partners, and
community. We strive to ensure that all employees are
safe, supported, and empowered to excel, regardless
of, amongst other things, gender, age, faith, ethnicity,
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SUPERLOOP ANNUAL REPORT 2024
sexuality, responsibilities, or physical ability. Our vision is
to unlock the full potential of our people through a culture
of inclusivity, providing everyone with the opportunity to
succeed and thrive as their best selves.
Recognising that many of our employees are located
outside Australia, we ensure our inclusion initiatives
reach every Superloop employee. We demonstrate our
commitment to diversity and inclusion in a number of
different ways including:
• Gender Pay Gap and Equal Opportunity:
Incorporating steps in the annual remuneration review
process across the company to continue to work
towards closing gender pay gaps. We have made
significant progress with the Gender Pay Gap (GPG)
more than halving over the last two reporting periods,
currently at 9.9% in 23/24 for average (mean) total
remuneration. Our FY24 results are well below the
telecommunications industry average.
• Parental Leave Policy: Offering 12 weeks of paid
leave after 12 months of employment to support
new parents.
• Inclusive Facilities: Dedicated Prayer Rooms at each
office, as well as Inclusive Bathrooms, reflecting our
commitment to fostering an equitable environment.
• International Women's Day Celebrations:
Highlighting the contributions of women in Science,
Technology, Engineering and Mathematics (STEM)
at Superloop, as well as celebrating those who have
helped us promote gender equality in our industry
and workplace.
• Cultural Celebrations: Embracing diverse cultural days
to strengthen inclusivity and mutual understanding.
Engaging our communities
The impact of Superloop extends beyond the services
we provide. Our corporate social responsibility efforts
aim to support the communities we operate in and make
a positive impact on our customers and society.
We invest in:
• Fundraising Initiatives: Participating in events like the
Humpty Dumpty Balmoral Burn and the DV Collective
Nappy and Toiletries Drive.
• Partnerships: Collaborating with Telco Together
Foundation, the Domestic Violence Collective and
the Humpty Dumpty Foundation in Australia and
the Foundation of Goodness and Avinya Foundation
in Sri Lanka to raise awareness and participate in
various initiatives.
Partnerships with purpose
We have actively engaged with various partners to drives
strategic impact:
• Telco Together Foundation (TTF): Superloop is a
member of the TTF, which is an industry driven
not-for-profit organisation that undertakes collaborative
projects that build on telecommunications technology,
reach and resources to support social causes such as
modern slavery, domestic and family violence and
building resilience in young Australians.
• Foundation of Goodness Partnership: Developing
a partnership with this Sri Lankan not-for-profit
organisation, aligning with our commitment to uplift
communities in the places in which we operate.
• School Student Broadband Initiative (SSBI):
Partnering with the Government to provide free
internet to underprivileged students, empowering
their education.
Doing what matters | DV Collective
Superloop have been a proud ‘champion partner’ of the
DV Collective, a national domestic violence initiative that
aims to provide women experiencing domestic and family
violence, with access to immediate support, safety and
empowerment to rebuild their lives.
We speak of the ‘unlimited possibilities of the internet’,
and we know the vital role it plays in keeping the most
vulnerable people online so they can access the resources
they need whether it be online support groups, connecting
with friends and family, accessing banking, searching for
rentals, and so much more.
In FY24, we supported the DV Collective by providing
free Superloop internet for their members that are small
grass root organisations that support women and children
escaping and recovering from domestic violence on the
front line.
Team members also united across cities for fundraising
drives supporting women and children seeking refuge
at local shelters. To make sure these families had basic
essentials, we donated multiple containers worth of
products, including nappies, wipes, feminine hygiene
products, soap, toothbrushes and more.
‘As a small not for profit, it makes such a difference
to be supported by companies like Superloop’,
said Kylie Johanson, Founder of DV Collective.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
21
As a provider of telecommunication services, we have a
responsibility to assist our customers fast, especially when
their safety is an issue.
We have over 455,000 residential customers that rely
on our service to stay connected. The role our customer
support team have in assisting vulnerable customers is
huge. Often, when someone is experiencing a traumatic
experience, the last thing they want to do is speak, ring up
or chat to someone. That’s why our customer support team
have the training and tools to handle all sorts of customer
situations and circumstances.
Our frontline team participates in various training modules
including Customer Vulnerability training which teaches
our team how to identify vulnerability, how to show
empathy and understanding and how to communicate
clearly and effectively.
Our policies and procedures allow our customer service
team to deal with each issue on a case-by-case basis.
Our responsibility is clear – unfortunately perpetrators
of DV can use telecommunication services to abuse their
victims by breaching Intervention Orders, cutting a service
off, monitoring activity, location tracking and accessing
accounts without authorisation.
Showing up for
customers in need.
Our robust internal policies and procedures, alongside our strong relationships
with stakeholders and the community, allow us to support those who are in
vulnerable positions, such as victims of domestic violence.
SUSTAINABILITY REPORT
22
SUPERLOOP ANNUAL REPORT 2024
Rallying together to move with speed
In June 2024, a member of our team was dealing with
a distressed customer who was a victim of domestic
violence. The customer needed immediate help to
reactivate a disconnected account, which her ex-partner
was responsible for. She was in a vulnerable position,
given that a second restraining order had been issued
against the ex-partner, and she was scared that if she was
not connected straight away, her security cameras would
not function, exposing her to further significant risk.
The case was quickly managed, the wheels were set in
motion to connect a new service.
The customer needed the internet reconnected
immediately, and by this point, it was well after business
hours. Without the internet being reconnected, the
customer would have spent the evening distressed and
worried for her safety.
With the help of the nbn 24x7 Vulnerable Customer
line, the Superloop team managed to get the customer
connected, calling her to run a series of checks on the
modem and stayed on the line until the customer was
satisfied the connection was working. The customer
greatly appreciated the effort.
This is how our people show up for our customers,
always working harder to go above and beyond.
Humpty Dumpty Foundation
Our Superloop MD/CEO led a team of keen Superloopers
in the annual Humpty Dumpty Balmoral Burn 2024 and
contributed to the $1.5 million raised for the Humpty
Dumpty Foundation, a national independent children’s
healthcare charity that provides lifesaving medical
equipment and healthcare initiatives for sick babies and
children across Australia.
Superloop donated a bundle of AIRVO 3 technology to
hospitals in Hunter-New England Region (HNE) of NSW,
to address an urgent need for an upgrade to humidifiers.
Humidified air and oxygen helps babies breathe restfully
and clear their chests for ongoing treatment and recovery.
We also Astodia Diaphanoscope to the Maternity Unit at
Glen Innes Hospital NSW.
The Astodia Diaphanoscope is a valuable tool in the hands
of medical professionals when it comes to locating veins
in young patients. It is like a guiding light in the medical
world, shining a spotlight on small blood vessels and
other structures filled with air or liquid. This equipment
is a game-changer in reducing pain for little patients. It
enables quick and precise placement of a cannula – a
flexible tube used for medical purposes – ensuring the
smooth administration of essential medications to babies
and children.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
23
“We recently received your kind donation of an Astodia
Diaphanoscope. Glen Innes Maternity is a small rural
unit, staffed by skilled Midwives and a GP Obstetrician.
This piece of equipment will be vital in supporting us to
stabilise an unwell neonate and prepare them for retrieval
to a larger facility. The Astodia Diaphanoscope is used to
highlight a newborn's veins to make cannulation easier.
When a newborn requires cannulation, this is generally
because they are extremely unwell and as you can
imagine, newborn hands and veins are tiny and when they
are sick, cannulation can be difficult.
The photo on the right shows how well this device
works in highlighting a newborn's veins, increasing the
clinician's ability to successfully perform cannulation on
the first attempt. Thank you again for supporting our unit
by providing us with this equipment.” Tracey Barnden,
Maternity Unit Manager.
At Superloop, we are dedicated to empowering our
people to achieve success and drive lasting change.
We are committed to building a culture that inspires pride
and celebration, fosters societal impact, and encourages
shared accomplishments.
We remain steadfast in our commitment to people-centred
initiatives and responsible practices, with the goal of
making a meaningful and enduring impact. We are united
in our mission to make a difference and win together!
SUSTAINABILITY REPORT
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SUPERLOOP ANNUAL REPORT 2024
We have implemented strong governance policies
that uphold ethical practices and inclusivity across
the company. Our approach to governance
encompasses formal policy oversight and compliance
training, building and fostering a culture of transparency,
responsibility, and sustainability.
Board Structure and Governance Framework
Our board consists of seven directors, six of whom are
independent, ensuring objectivity and diverse perspectives
in decision-making. This strong level of independence
strengthens the board’s ability to provide unbiased
oversight and guidance. To maintain effective governance,
we regularly conduct comprehensive board reviews,
including evaluations of individual directors and collective
board performance. In addition, periodic assessments of
the board’s skill matrix are undertaken to ensure that the
board continues to possess the necessary expertise to
navigate evolving environmental, social, and governance
challenges, fostering a balanced and forward-looking
approach to our strategic priorities.
We are committed to adhering to corporate governance
principles and maintaining the highest standards of
accountability. As we grow, we will align with the ASX 300
governance requirements, ensuring that our governance
practices evolve in line with best practices and regulatory
expectations. This commitment reinforces our dedication to
transparency, integrity, and responsible leadership across
the organisation in all its disparate locations.
Aligning our Remuneration Framework with
ESG Principles
Our remuneration framework is designed to promote
long-term value creation and align the interests of our
executives and stakeholders with our ESG objectives.
The executive at-risk remuneration component includes
incentives based on financial, non-financial and ESG
related targets. By linking executive compensation to the
achievement of key ESG outcomes, we ensure that our
leadership remains accountable for driving positive social
and environmental impact, fostering responsible growth,
and building a more sustainable future.
Managing policy and compliance training
At Superloop, we recognise the essential role of policies
in guiding our actions and reinforcing our values. We have
implemented formal policies covering key areas such as
gifts and entertainment, anti-bribery & corruption and
whistleblower notifications. We have also formalised our
expectations into our Code of Conduct and embedded our
core in a Culture Framework, all of which provide a clear
framework for ethical decision-making, driving integrity
across the organisation.
To ensure consistent compliance, we conduct annual
training that equips our team with the knowledge and
skills to navigate complex scenarios, including dealing
with customers in financial hardship or domestic and family
violence situations and modern slavery obligations.
Leading the charge on ethical and
sustainable procurement
Our commitment to ethical practices extends beyond our
immediate operations to our supply chain. In FY23 we
introduced our Ethical and Sustainable Procurement Policy,
reflecting our proactive stance against modern slavery,
forced labour, human trafficking, and hidden exploitation.
This policy also encompasses anti-bribery and corruption
measures, fraud prevention, and money laundering
safeguards. In FY24 we have continued to implement
the guiding principles of this Policy into all our processes
and policies, as well as our broader procurement
governance framework.
Our suppliers are required to uphold the highest ethical
standards and are also held accountable for their
environmental impact. Our policy requires them to address
their own Greenhouse Gas (GHG) emissions, manage
e-waste and hazardous waste responsibly, prioritise
sustainable materials, minimise packaging waste, and
conserve resources generally.
The Ethical and Sustainable Procurement Policy is
reinforced by a Supplier Code of Conduct, which requires
our suppliers to align with our values, ensuring that our
partnership network maintains the highest ethical and
Maintain a solid foundation
for sustainable growth.
Governance Excellence
Our robust internal practices ensure effective decision-making, compliance,
and accountability, promoting long-term sustainable growth and reinforcing
our commitment to ethical business conduct.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
25
responsible standards. Adherence to these policies forms
a KPI against which all suppliers are measured.
Our procurement process itself prioritises fostering a high
level of engagement with our suppliers. This approach
not only promotes strong partnerships but also ensures
that our procurement activities are guided by established
ethical and sustainability criteria.
In FY24 we began the process of engaging in a working
group with the Telco Together Foundation alongside our
industry peers to explore how we achieve best practice
in this area, and our intention is to continue this work
into FY25.
Combatting modern slavery
In FY24, we started working with our Modern Slavery
Executive Committee to develop and implement a
Modern Slavery prevention plan detailing prevention and
remediation processes.
We have also worked to develop a Procurement
Governance Framework, a new internal Procurement Policy
and simplified process maps to ensure that the obligations
of any Superloop team member, and the necessary process
to follow is clearly outlined and accessible. The new
framework and policy support our modern slavery response
and ensure that our processes are consistent and aligned
across all areas.
Our work with the Telco Together Foundation is also
exploring how we engage with our suppliers around
modern slavery obligations, risk mitigation and increasing
transparency. We are also looking at how we can also
educate our suppliers and help them to develop their own
policies and processes, raising the standard of their work
practices and building their own response capacity. This
work will help us to reduce the potential for modern slavery
within our supply chain.
Superloop’s Modern Slavery Statement is located on the
Superloop Investor Centre website.
Staying cyber secure
Cybersecurity risk management is of the highest priority
at Superloop. We are committed to protecting customer
data and have implemented comprehensive cybersecurity
measures to protect against potential threats and
breaches. In addition, we are excited by the opportunity
to work alongside our peers on the role we can play
in keeping Australians cyber safe as a Telco Together
Foundation member.
Superloop’s cybersecurity management programme is
aligned with International Organization for Standardization
(ISO) Information Security Management standards ISO
27001 and ISO 27002 accredited by the British Standards
Institution and we are regularly audited to maintain this
accreditation. We are continuously improving our Cyber
Security program to mitigate evolving threats.
Our cyber security management program is building on
several key components:
• Proactive Monitoring: We continuously monitor our
external-facing systems, including third-party vendors,
web applications, IP addresses, and email server
settings.
• Continuous Testing: We perform penetration testing
across our external facing systems to identify and
remediate risks arising from any potential system
weaknesses.
• Vulnerability scanning: We conduct routine
vulnerability scanning of external facing systems to
identify and remediate potential vulnerabilities.
• Cyber Awareness and Training: Employees regularly
undergo mandatory cyber risk training, phishing
simulations, and participate in regular cyber risk
communications to stay aware of emerging threats.
• Strong Access Controls: Superloop has in place
authentication controls including minimum password
standards, multifactor authentication and audit log
monitoring.
• Email Security: Advanced filters protect against
phishing, spam, malware and malicious scripts being
sent to employee inboxes.
• Network Intrusion Detection System (IDS):
We detect and analyze potential network-related
attacks and respond accordingly.
• Australian Cyber Security Centre (ACSC)
membership: Through our ACSC membership, we
receive regular threat intelligence updates to stay
ahead of emerging threats.
Managing risk
Our Compliance, Risk & Regulatory function is responsible
for ensuring the successful implementation of the Risk
Management Framework (RMF). The Board Risk and
Compliance Committee monitor the implementation of
the framework and the executive leadership team ensure
the RMF is implemented and operating effectively. For
further details, please refer to the ‘Risk Management’
section (page 35) of this Report and our 2024 Corporate
Governance Statement available on our website.
Our governance practices reflect our commitment
to ethical conduct, inclusivity, and sustainability. By
implementing strong policies, conducting regular
compliance training, and ensuring responsible
procurement, we create a foundation for a transparent,
accountable, and resilient organisation. As we continue
to grow, we remain committed to upholding the highest
standards of governance while fostering a culture of
integrity and responsible decision-making across all
aspects our business.
SUSTAINABILITY REPORT
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SUPERLOOP ANNUAL REPORT 2024
Our Leadership Team.
PAUL TYLER
Chief Executive Officer & Managing Director
Experience and expertise
As CEO and Managing Director of Superloop, Paul Tyler comes with 30 years’ experience in senior
leadership roles, most recently as Chief Customer Officer of NBN Co Ltd. Paul previously held the
role of Group Managing Director, Telstra of both its international business and mid-market segment.
Prior to this, he was President of Nokia in the Asia Pacific region. An experienced public company
director (ASX and NYSE), Paul has several decades of experience and an international reputation for
transforming and leading businesses in the IT and telecommunications sector.
TINA OOI
Chief Legal & Corporate Officer / Company Secretary
Experience and expertise
Leading Legal, Company Secretarial, Risk & Compliance, WH&S, and People & Culture at
Superloop, Tina Ooi brings decades of experience in governance roles in industries including
energy and financial services.
Tina has held roles as General Counsel and Company Secretary of ME Bank, Jemena/Zinfra as well
as senior legal, company secretarial, and regulatory roles at Equity Trustees Ltd (ASX:EQT) , Alinta
Ltd (ASX:ALN), United Energy Ltd (ASX:UEL) and Freehills.
DEAN TOGNELLA
Group Chief Financial Officer
Experience and expertise
Responsible for Superloop’s financial function, Dean Tognella drives our corporate strategy, investor
relations and ESG. With more than 25 years' experience in telecommunications and technology
companies, Dean has decades of learning from complex technology projects and years of managing
the application of network services.
Having worked in senior leadership roles at other telecommunication companies like Optus and
Singtel, Dean has also worked for KPMG, PWC, IBM and nbn.
NICK PACHOS
Chief Commercial Officer
Experience and expertise
Nick Pachos leads the way as Chief Commercial Officer, driving growth in our product portfolio
by leveraging our extensive infrastructure assets across the Consumer, Business and Wholesale
market segments.
Pachos joins Superloop with more than 20 years' of experience in key leadership positions across
the telecommunications industry, most recently at TPG Telecom. He has specialised in integrating,
growing and optimising businesses created through merger and acquisitions. A deft strategist,
Pachos shapes new market opportunities and brings with him a demonstrable track record in
complex commercial negotiations.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
27
MEHUL DAVE
Group Executive, Consumer
Experience and expertise
Mehul Dave and his team are responsible for the growth of our Residential segment
and for delivering a superior experience for our customers.
Mehul has over 25 years' of experience leading customer units across the digital, technology,
telecommunications, and energy industries. Having held senior leadership roles with Hutchison
(3) Mobile, Vodafone and EnergyAustralia, Mehul is adept at navigating dynamic markets and
sectors undergoing rapid transformation and driving disruptive initiatives, agility and a
high-performance culture.
DAISEY STAMPFER
Group Executive, Business & Wholesale
Experience and expertise
As Group Executive for Business & Wholesale, Daisey Stampfer is responsible for leading Enterprise,
Wholesale, and Smart Communities at Superloop. Daisey has more than 15 years’ experience in
technical and non-technical leadership roles in tier one organisations such as Bosch, Thales, Telstra
and more recently NBN Co where she was the GM of Sales Enablement and Client Services for
business service delivery.
Leveraging her education in Robotics Engineering, Computer Science, and Law, Daisey’s passion
lies in solving business challenges with Superloop’s modern day solutions, enabling customers to
succeed in their pursuits.
PAUL SMITH
Chief Operating Officer
Experience and expertise
Paul leads our operational teams who are responsible for ensuring Superloop has the technology
and capacity to execute our strategy and keep our customers connected.
In doing so, Smith leads the technical, networks, infrastructure, delivery and support groups. Paul
has more than 25 years' experience in operational and technical leadership across many industries
including manufacturing, resources, logistics and telecommunications.
OUR LEADERSHIP TEAM
BEN COLMAN
Chief Marketing Officer
Experience and expertise
With a proven track record for delivering rapid growth for both B2C and B2B businesses,
Ben Colman is leading the charge for Superloop’s marketing and communication. Having
spent a decade as Chief Marketing Officer at Superloop and formerly Exetel, Ben and his
team are working to make Superloop a trusted household name.
Prior to joining telco, Ben led some of Australia’s most creatively awarded and successful
advertising agencies, spending many years working with clients such as Virgin, Coca-Cola,
Nestle, Unilever, and HSBC.
28
SUPERLOOP ANNUAL REPORT 2024
MARSEILLE
SINGAPORE
HONG KONG
DARWIN
PERTH
BRISBANE
ADELAIDE
MELBOURNE
CANBERRA
SYDNEY
HOBART
SUPERLOOP LIMITED & CONTROLLED ENTITIES
29
OUR NETWORK
International Fibre Network
Intercapital Fibre Network
INDIGO West
INDIGO Central
INDIGO CABLE SYSTEM
ASIA PACIFIC FIBRE NETWORK
JAPAN
LOS ANGELES
SAN JOSE
GUAM
AUCKLAND
SINGAPORE
SYDNEY
PERTH
Directors' Report.
The Directors present their report on the
consolidated entity (referred to hereafter
as ‘Superloop’ or ‘the Group’) consisting of
Superloop Limited and the entities it controlled
at the end of, or during, the year ended
30 June 2024.
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SUPERLOOP ANNUAL REPORT 2024
DIRECTORS
The following persons have been Directors or appointed
as Directors, during the period since 1 July 2023 and up
to the date of this report:
• Peter O’Connell
• Richard (Tony) Clark
• Vivian Stewart
• Alexander (Drew) Kelton
• Paul Tyler
• Helen Livesey
• Gareth Turner
ABOUT SUPERLOOP
Founded in 2014, and listed on the ASX since 2015,
Superloop’s purpose is to unleash the unlimited
possibilities of the internet, delivering an exceptional
experience for our customers. We enable challenger
retail brands (including Superloop and Exetel) to take
a larger share of the market, leveraging Superloop’s
Infrastructure-on-Demand platform. We provide
connectivity and services to customers in three segments
of the market: consumer, business and wholesale. Our
offerings leverage Superloop’s investments in physical
infrastructure assets that include fibre, subsea cables, and
fixed wireless, as well as Superloop’s software platforms,
all supported by a team of almost 800 talented and
passionate internet professionals. Hundreds of thousands
of homes and businesses rely on Superloop and Exetel
every day for their connectivity needs.
PURPOSE AND VISION
Superloop exists to help customers unleash the
unlimited possibilities of the internet by solving pain
points and deploying game-changing, innovative
solutions. The Superloop mission is to deliver a better
internet experience for all Australians in their homes
and businesses. With a stated goal to enable challenger
internet brands (both traditional and non-traditional) to
30% market share, we’re confident that by leveraging our
secure Infrastructure-on-Demand (IOD) platform we can
refresh the internet experience for residential, business,
and wholesale customers and deliver superior capital
returns to our investors.
STRATEGY
Superloop delivered it’s ‘3 in 3’ strategy in FY23 ahead
of schedule by restructuring the company around three
customer segments, simplifying our portfolio, further
investing in our networks and systems, rebuilding our go
to-market capability, and growing our sales capability. As
a result, we created a strong, stable, and well capitalised
base on which to deliver growth in both revenue and
profitability moving forward.
A new ‘Double Down’ strategy has now been set for FY24
and beyond, with a stated ambition of doubling the size
of the business between now and the end of FY26.
With an emphasis on delivering an exceptional customer
experience, our ambition is to maintain our cost leadership
position, deepen and broaden our market penetration
through portfolio richness, and continue to accelerate
growth organically and via M&A.
Our three-year goal is to reach cashflow positive
operations (excluding M&A), move to NPAT positive,
double FY23 revenue and expand EBITDA margin quality
to mid to high teens.
RESPONSIBLE BUSINESS
Reflecting the aspirations of our shareholders, customers
and employees, environmental and social responsibility,
coupled with ethical business practices, is an important
focus area for Superloop. Equally, we believe that
investment in sustainability will create long-term value
for all stakeholders.
ESG framework
We recognise that our obligations to our shareholders
extend beyond financial returns to shareholders.
Superloop has engaged extensively with our stakeholders,
ranging from shareholders and customers to suppliers,
regulators, and the communities we serve, to enable us to
better understand their needs and expectations, and to
develop a comprehensive understanding of our broader
responsibilities to our stakeholders.
Based on this engagement, we have identified the
material sustainability topics that are important to
both our business and our stakeholders. These material
topics form the foundation of our ESG framework,
guiding our sustainability approach, reporting, and
decision-making processes.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
33
DIRECTORS' REPORT
Our Sustainability Objectives
Environmental
Responsibility
We are committed to reducing our
carbon emissions, improving energy
efficiency, and embracing responsible
waste management practices
Social Impact
Our relationships with stakeholders and
the communities we operate in drive
our initiatives, including promoting
diversity, ensuring fair labour practices,
and fostering digital inclusion
Governance
Excellence
Our robust internal practices ensure
effective decision-making, compliance,
and accountability, promoting
long-term sustainable growth
Our overarching goal is to create sustainable value for
all stakeholders. By proactively addressing ESG issues,
we believe we can safeguard our company's long-term
success, reduce risks, and drive positive outcomes.
Activities
In FY24, Superloop built upon the foundations laid in the
prior year that followed the review of ESG priorities that
was undertaken in conjunction with third party specialists.
In October 2023, Superloop joined the Telco Together
Foundation, an industry organization that seeks to
unite telecommunications providers and leverage our
capabilities and technology to positively impact complex
social challenges across Australia.
In FY24, we also continued our sponsorship and support
of the DV Collective. This includes rolling out free Business
internet for up to 100 Australian charities supporting
women and children fleeing domestic violence, in addition
to conducting food drives at our Sydney, Melbourne and
Brisbane offices to support their work.
Superloop has continued its work as part of the Federal
Government’s School Student Broadband Initiative (SSBI),
which offers free NBN until 31 December 2025 for up to
30,000 families without internet at home.
In May 2024, Superloop sponsored and participated
in the ‘Balmoral Burn’, an event run by the Humpty
Dumpty Foundation, and donated medical equipment
worth $30,000 to be used as part of the Foundation’s
mission to provide access to quality healthcare to every
Australian child.
Reporting
Superloop is committed to transparent and
comprehensive reporting.
The company is currently assessing the requirements
of the upcoming IFRS S standards, which are set to
enhance the global consistency and transparency
of sustainability-related financial disclosures. These
standards, introduced by the International Financial
Reporting Standards Foundation, aim to provide
stakeholders with a clearer understanding of a company's
environmental, social, and governance (ESG) impacts.
As these standards are yet to be fully enacted, we are
proactively preparing to integrate them into our reporting
framework to ensure compliance and maintain our
commitment to high-quality financial.
In FY24, while we believe our exposure to ESG risks
is limited, we maintain transparency by disclosing any
identified material risks in the Directors' Report.
FY24 REVIEW OF OPERATIONS
Operating Environment
The Group exhibited growth across all segments in
FY24, including significant progress in the Consumer
and Wholesale segments. Superloop added over 87,000
customers, marking the highest organic growth in the
company's history with approximately 80,000 new
customers in the Consumer segment. The Business
segment continued its steady growth, adding 4,000
customers, with a strong sales performance that included
signing several large strategic opportunities within the
Smart Communities division. The Wholesale segment
experienced record sales in FY24, securing the largest
and second largest contracts in the company’s history
with new wholesale broadband contracts with Origin
Energy and AGL respectively. These contracts are
expected to contribute significantly to the Group’s
performance in FY25 and beyond.
Strategic
The Group continues to leverage its infrastructure
footprint and modern technology stack as a source of
competitive advantage in its offering across the three
segments, with the operating model providing significant
operating leverage as the Group grows. The Group
continues to invest in its platform and automation to drive
improvements in customer experience and to reduce the
cost to serve.
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SUPERLOOP ANNUAL REPORT 2024
The multi-year industry trend of commoditisation of
the consumer broadband category and the rise of the
‘Challenger’ internet brands provides significant tailwinds
for the Group, both in the Consumer segment (with the
Superloop and Exetel brands) and the Wholesale segment,
where Superloop has established itself as the leading
enabler of Challenger brands. In FY24, the significant
Origin Energy and AGL contract wins demonstrated the
strength of Superloop’s wholesale offering and validated
the investment in platform and capability over the past
3 years. While growing rapidly, the Challenger brands
currently represent just 18% of the NBN market share
on a combined basis1, providing significant room for the
trend to continue, supporting growth for Superloop and
Superloop-enabled Challenger brands for years to come.
Within the Business segment, the Group continues
to invest in and target the new developments space,
leveraging our capabilities in fibre-to-the-premises and
intelligent Wi-Fi networks to deliver innovative solutions
to new property developments. Superloop was successful
with winning a number of significant contracts in FY24,
including in the growing build-to-rent sector where
Superloop has established a market leadership position
Consumer Segment
Revenue in the Consumer segment grew 47.1% from
$179.8m in FY23 to $264.6m in FY24. Gross Margin of
$74.7m grew by 42.5% compared to $52.4m in the prior
corresponding year, benefiting from the organic growth
and acquisition of MyRepublic subscriber base in late
December 2022.
The Gross Margin percentage for the year ended
30 June 2024 was 28.2%, compared to 29.1% in
the prior corresponding period.
Business Segment
Revenue in the Business segment grew 4.3% from
$99.8m in FY23 to $104.0m in FY24. Gross Margin of
$41.8m grew by 9.9% compared to $38.0m in the prior
corresponding period.
The Gross Margin percentage for the year ended
30 June 2024 was 40.2%, compared to 38.1% in the
prior corresponding period.
Wholesale Segment
Revenue in the Wholesale segment grew 9.4% from 43.9m
in FY23 to $48.0m in FY24. Gross Margin of $28.6m grew
by 8.3% on $26.4m in the prior corresponding year period.
The Gross Margin percentage for the year ended
30 June 2024 was 59.5%, compared to 60.1% in the
prior corresponding period.
Continuous improvements in functionality and automation
of the Superloop Connect platform have continued
throughout FY24, driving improved operating results.
Significantly, the transition of the Origin Energy to
Superloop’s wholesale platform is expected to be
a key contributor to our financial performance from
FY25 and beyond.
FINANCIAL AND OPERATING PERFORMANCE
Revenue and Profitability
The Group’s revenues from continuing operations were
$416.6 million in FY24 versus $322.2 million in the
previous financial year. The 29.3% increase in Revenue was
driven by organic growth in both the Exetel and Superloop
brands, the migration of the MyRepublic subscriber base
which was completed on 7 March 2023 and the acquisition
of the VostroNet business which was completed on
1 November 2022.
On a statutory reported basis, the Group generated
earnings before interest, tax, depreciation and
amortisation (EBITDA) of $38.5 million in FY24 compared
to $25.6 million in FY23 on a like for like basis. On an
underlying basis (adjusting for the impacts of transaction
costs, restructuring costs, rebranding, contingent
consideration and share based payments) the EBITDA
for the Group was $54.3 million in FY24 compared to
$37.4 million in FY23, an increase of 45.2%.
The Group had a full year net loss after tax of $14.7 million
in FY24 compared to $43.2 million in FY23.
Financial position
At 30 June 2024, the Group held property, plant and
equipment (primarily the construction of its domestic and
subsea fibre networks) of $123.9 million, and intangible
assets of $292.4 million including rights to access (via
Indefeasible Rights to Use (IRU) agreements) network
capacity in Australia and Singapore as well as intangible
assets arising from business combinations. Intangible
assets include $166.8 million of Goodwill.
Cash flow performance
The Group’s operating activities generated a positive cash
inflow of $49.9 million compared to an inflow of $43.2
million in the prior year. The favourable movement in
cash from operating activities was predominantly driven
1 NBN Wholesale Market Indicators Report, ACCC
SUPERLOOP LIMITED & CONTROLLED ENTITIES
35
DIRECTORS' REPORT
Risk Management Policy
Training, Risk Management Guide, Tools and Templates
Risk Appetite Statement
Risk Management Standard
Manage Risks
Evaluate Risks
Assess Risks
Identify Risks
Establish the Contact
Risk Assessment Process
Monitoring and Assurance
Our Strategy and
Cultural Framework
Reporting
Communication and Consultation
by higher cash flows generated from improved margins
and improved management of both debtors and creditors
within the business.
The Group’s investing activities resulted in a cash outflow
of $24.5 million compared to an outflow of $77.4 million
in FY23. Corresponding period of FY23 reflects the
acquisition of VostroNet, the purchase of the MyRepublic
subscriber base and IRUs.
The Group’s financing activities resulted in an outflow
of $5.7 million compared to an outflow of $18.4 million.
Corresponding period outflow was driven by share
buyback activity and purchase of treasury shares.
Overall, excluding the impact of foreign exchange
movements, the Group’s cash increased by
$19.7 million over the course of the year.
RISK MANAGEMENT
Risk is inherent in all our business activities and
effective risk management is crucial to achieving our
strategic objectives. Effective risk management
provides the business with insights to support effective
forward-looking decision making and capitalise on our
competitive advantage.
How we manage risk
Superloop is committed to providing confidence in
our operations through adopting a comprehensive and
systematic approach to the management of risk and
opportunities, underpinned by a strong risk culture, to
deliver greater certainty and rewards for our stakeholders.
The following diagram provides an overview of
Superloop’s Risk Management Framework (RMF). The
Risk Management Framework is comprised of documents,
tools, people and processes and provides the foundation
for the management of Superloop’s business risks.
36
SUPERLOOP ANNUAL REPORT 2024
Material Business Risks
The material business risks faced by the Group that may have an effect on its financial prospects are outlined below:
Material Business Risk
Overview
Competition, pricing
and disruption
Superloop operates in a competitive landscape alongside other owners and operators of
telecommunications infrastructure with competing offerings and a geographically diverse
presence. The competitive environment continues to evolve and failing to appropriately
respond to these changes could result in a decline in our financial performance and asset
valuations. In addition, demand for technology infrastructure can change rapidly due to
technological innovation, new product introductions, declining margins and evolving industry
standards, among other factors.
The risk of disruption to the Consumer business remains escalated with further significant
capital investment in 5G and satellite deployment. New solutions and new technology
may render existing solutions and services obsolete, excessively costly, or otherwise
unmarketable. As a result, the success of Superloop depends on being able to keep up with
technological advances and to develop, acquire and/or integrate new technologies into its
telecommunications infrastructure and offerings.
Superloop manages these risks through the following key activities:
• Working with key business partners to achieve optimal business outcomes;
• Analysing emerging technologies, societal trends and the competitive environment as
part of its strategic planning and review processes;
• Selecting and deploying technologies with future developments and growth in mind;
• Periodically reviewing its customer offerings in the context of market changes, new
competitive offerings and customer needs; and
• Considering merger and acquisition and capital recycling opportunities that can support
and accelerate growth, leverage our competitive advantage and deliver enhanced returns
on investment.
Reputation risk
Risks that threaten an organisation’s reputation can have significant impacts on its value
and brand. The speed at which information can now be shared publicly via social media can
magnify the impact of this risk. Superloop manages its reputation through:
• Effective management of its material risks;
• A focus on customer experience;
• Investment in its brands;
• External investor and stakeholder communication including through social media and
direct engagement; and
• A crisis management framework.
Material business
disruption
A significant business, network or systems failure or interruption could cause both tangible
and intangible losses of shareholder value for Superloop through its inability to honour
customer contracts, resultant customer churn, regulatory impacts and reputational damage.
Network failure or interruptions can be caused by a variety of events (many outside
the control of Superloop), including accidental damage from civil works (e.g. cable cuts),
intentional damage (such as from vandalism or terrorism) and natural disasters such
as earthquakes.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
37
DIRECTORS' REPORT
Superloop’s business resilience framework includes:
• Designing and investing in Superloop’s network to provide built-in resilience;
• Implementing advanced security measures to prevent, test for, monitor and respond to
cyber security threats or incidents;
• Implementing sophisticated network monitoring tools to provide early warning of any
developing issues;
• Formalising Superloop’s approach to business resilience through a formal business
continuity framework to complement existing technology disaster recovery plans;
• Aiming to include provisions in customer contracts protecting Superloop from claims
in relation to a failure to provide contracted services due to specific events outside of
Superloop’s control; and
• Maintaining relevant insurance such as business interruption and cyber insurance.
Management also continues to actively manage network and customer equipment stock
levels to enable Superloop to promptly respond to technology related interruptions should
they occur.
Data security and
Cyber resilience
The quantum and sophistication of cyber related risks and attacks continues to evolve
and increase, with recent examples of a number of high-profile breaches impacting other
Australian businesses. Customer expectations are higher and compliance obligations are
becoming more stringent. The management of cyber risk and data represents a key legal,
financial, operational, and reputational risk for Superloop. Superloop considers the protection
of customer, employee and third-party data as a critical business priority and has processes
and strategies in place including formal information security and business continuity
management frameworks.
Funding and cost
of finance
Superloop maintains access to working capital lines of credit, in addition to internally
generated cash flow, so that adequate liquidity is maintained across all trading cycles to meet
operational and capital expenditure requirements. Superloop may also require capital to
support merger and acquisition activities. Failure to obtain capital on favourable terms may
hinder Superloop’s business, potentially reducing competitiveness and having an adverse
effect on the financial performance, position and growth prospects of Superloop.
Superloop believes the risk is mitigated by holding sufficient cash reserves, maintenance
of committed debt facilities on reasonable terms with a syndicate of banks and access to
other forms of capital through engagement with the investment community. Funding sources
and strategies are in place to effectively respond to acquisition opportunities and deal with
external changes including interest rates and market conditions.
People and Culture
Attracting and retaining talent with the right mix of skills is critical to our ongoing success.
A key pillar of our strategy is to attract and retain talent and support our people to reach
their potential. This includes via a range of measures including:
• Succession planning;
• Staff rewards and benefits; and
• Salary benchmarking.
The safety and wellbeing of our people will always be a number one priority at Superloop.
We continue to improve and develop our workplace health and safety (WHS) management
system to keep our people safe and ensure we meet our legal and regulatory requirements.
38
SUPERLOOP ANNUAL REPORT 2024
Compliance and
Regulatory Change
Superloop operates in an increasingly complex regulatory environment including in
‘non-traditional’ areas including governance of pricing, products, payments, customer
experience, privacy and data protection.
This risk is mitigated by actively monitoring the evolving regulatory landscape and defending
Superloop’s and our customers’ interests, including through memberships to key industry
groups, deployment of compliance and regulatory software and related initiatives.
Post merger and
acquisition integration
Mergers and acquisition activity continues to be core to our business strategy. While
Superloop’s operating model is structured to successfully deliver against strategic objectives,
there is a risk the Company may not achieve these anticipated outcomes.
Projects to ensure such opportunities are successfully realised are implemented by the
Management team, including disciplined due diligence activities and pursuing only
opportunities expected to deliver shareholder value.
Macroeconomic
conditions
A lack of business confidence in the economy and cost of living pressures may delay, or
reduce current and future customer spend. Reduced spending may result in Superloop not
meeting financial targets and earnings guidance. This in turn may result in reputational
damage and downward pressure on Superloop’s share price.
We continue to monitor the economic landscape and periodically review customer offerings
in the context of the market and customer needs.
Socio-political risk
The failure to meet ever-increasing social and community expectations as to responsible
corporate conduct is a risk for many companies, particularly environmental, social, and
corporate governance (ESG) risks. Recognising that stakeholders are seeking to evaluate
company performance across a range of areas, Superloop is mitigating this risk by enhancing
its activity and disclosures on non-financial, environmental and social sustainability matters.
Superloop continues to monitor socio-political developments and continually evolves
our control environment, including implementation of country specific initiatives to support
its operations.
Failure to meet
earnings guidance
Superloop currently provides earnings guidance to the market. As such, Superloop
is required to update the market on its earnings guidance as and when required by
ASX Listing Rules.
In providing earnings guidance to the market, Superloop may make inaccurate assumptions
about future performance, including consideration of the probability and impact of various
risks, both internal and external. This may in turn result in the need to issue earnings
downgrades and subsequent downward pressure on Superloop’s share price.
Superloop manages this risk through measures including:
• Having in place multi-year contracts with key customers;
• Regularly reviewing and monitoring actual performance versus budgeted performance;
• Financial reporting to the Board; and
• An insurance program in line with the size and scope of Superloop’s operations.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
39
DIRECTORS' REPORT
SIGNIFICANT CHANGES IN THE STATE
OF AFFAIRS
There were no other significant changes in the state of
affairs of Superloop other than those disclosed in the
financial report.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
The Board regularly evaluate further investment in
expansion opportunities, based on underlying market
dynamics and demand for products and services.
DIVIDENDS
No dividend has been declared or paid in respect
of the 2024 or 2023 financial years.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant
environmental laws.
INDEMNIFICATION OF OFFICERS
The Company’s Constitution provides that to the extent
permitted by law, the Company indemnifies each current
and former director or secretary of the Company and/or its
related bodies corporate on a full indemnity basis against
all losses, liabilities, costs, charges and expenses incurred
by the officer as an officer of the Company or a related
body corporate.
The current and former directors and secretary of the
Company, as well as a number of executives, are also party
to a customary deed of insurance, access and indemnity.
During FY24, the Company paid a premium in respect of a
contract insuring the directors and officers of the Company
against any liability that may arise from the carrying out
of their duties and responsibilities upon the terms of that
contract and to the extent permitted by the Corporations
Act. The contract of insurance prohibits disclosure of the
terms of the contract, the nature of the liability and the
amount of the deductible or premium.
NON-AUDIT SERVICES
The Group may decide to employ the auditor (Deloitte)
on assignments additional to their statutory audit duties
where the auditor's expertise and experience with the
Group are important. Details of the amounts paid during
the year to the Group’s external auditor, Deloitte Australia,
for non-audit services are set out in Note 24 to the
financial statements.
The Board of Directors has considered the position
and, in accordance with advice received from the
Audit Committee, is satisfied that the provision of the
non-audit services is compatible with the general
standard of independence for auditors imposed by the
Corporations Act 2001. The Directors are satisfied that
the provision of non-audit services by the auditor, as set
out below, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the
following reasons:
• All non-audit services have been reviewed by the
Audit Committee to ensure they do not impact the
impartiality and objectivity of the auditor;
• None of the services undermine the general principles
relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group, or to intervene in any
proceedings to which the Group is a party, for the purpose
of taking responsibility on behalf of the Group for all or
part of those proceedings.
No proceedings have been brought or intervened in on
behalf of the Group with leave of the Court under section
237 of the Corporations Act 2001.
ROUNDING OF AMOUNTS
The Group is of a kind referred to in the Australian
Securities and Investments Commission Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016 and issued pursuant to
section 341(1) of the Corporations Act 2001. In accordance
with that Instrument, amounts in the Directors’ Report
and the financial report have been rounded to the nearest
thousand dollars, where permissible in accordance with
the Instrument.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001
is set out on page 73.
40
SUPERLOOP ANNUAL REPORT 2024
PETER O’CONNELL
Independent Chair & Non-Executive Director
Appointed: 2 November 2021
Experience and expertise
Peter was most recently CEO and Managing Director of
amaysim, which he co-founded in 2010, having previously
held Key Management Personnel and board roles at Optus
Communications, BellSouth, Commander Communications
Eircom (Ireland's national carrier) and Meteor (an Irish mobile
operator).
He is the founder of Hargrave Consultants, an advisory firm
for the Technology and Telecommunications sector, and
was previously a partner at major Australian law firms Minter
Ellison and Gilbert & Tobin. Peter is a director and co-founder
of Tiger and Bear advisory group that specialises in the
telecommunications, technology and energy sectors as well as
acting in mergers and acquisitions.
Peter was a member of the team responsible for the formation
of Optus, has served on a number of boards for private and
public companies in the energy, telecommunications and
technology verticals and is also the Chair of Australian fintech
company, Padua, Chair of The Climatech Group and Chair and
Co-Founder of Climatech Zero that undertakes specialist energy
transformation and decarbonisation projects for industrial clients
and large commercial property companies.
Other current directorships of listed entities
None
Former directorships of listed entities in last 3 years
• amaysim Australia Limited (ASX:AYS)
Special responsibilities
None
PAUL TYLER
Chief Executive Officer & Managing Director
Appointed: 1 October 2020
Appointed Executive Director: 10 September 2020
Experience and expertise
Paul brings several decades of experience and a distinguished
international reputation for transforming and leading businesses
in the IT and Telecommunications sector. Prior to Superloop,
Paul was the Chief Customer Officer of NBN Co responsible
for building the business and government segments from near
infancy. As well as holding senior roles in Telstra including
Group Managing Director of both Telstra Business and Telstra
International, Paul had a long career with Nokia holding executive
roles in various countries across Australia, Europe and Asia, most
recently based in Singapore as the President of Nokia in the Asia
Pacific region.
An experienced public company director (ASX and NYSE), Paul
graduated with an Executive MBA from UCD – National University
of Ireland, a Bachelor of Electrical Engineering – University of New
South Wales and is a Fellow of the Australian Institute of Company
Directors.
Other current directorships of listed entities
None
Former directorships of listed entities in last 3 years
None
Special responsibilities
None
Information
on Directors.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
41
DIRECTORS' REPORT
RICHARD ANTHONY (TONY) CLARK
Independent Non-Executive Director
Appointed: 23 December 2015
Experience and expertise
Tony Clark is an Emmy Award-winning Cinematographer as well
as co-founder and Managing Director of Rising Sun Pictures
(RSP), and co-founder of Cinenet Systems Pty Ltd and Cospective
Pty Ltd.
Tony is a 30-year innovator and entrepreneur with a wealth of
digital media industry knowledge and experience.
He is a 2010 recipient of an Academy Scientific & Technical
Achievement Award as creator of the remote collaboration tool
cineSync. His deep understanding of digital film became the
foundation for the technology spin-off Rising Sun Research (now
Cospective).
Tony has served as a board member on the South Australian Film
Corporation and Ausfilm, is an active member of the Academy
of Motion Picture Arts and Sciences, and is a Fellow of the Visual
Effects Society.
He is a Fellow of the Australian Institute of Company Directors.
Other current directorships of listed entities
None
Former directorships of listed entities in last 3 years
None
Special responsibilities
• Member of the Remuneration and Nomination Committee
VIVIAN STEWART
Independent Non-Executive Director
Appointed: 21 December 2016
Experience and expertise
Vivian Stewart served on BigAir Group Limited’s Board from
June 2008 and was its Chair at the time of BigAir’s acquisition by
Superloop in December 2016.
From 2018 -2024 Vivian held the role of Chief Operating Officer
of Bigtincan Holdings Ltd - an ASX listed enterprise software
company focused on the global Sales Enablement market, where
he also led the M&A & IR functions and Special Projects.
Prior to Bigtincan, he spent 10 years as an independent corporate
advisor specialising in sale, merger and acquisition transactions
and related capital strategy for public and private companies.
He has an extensive background in the IT&T industry, private
capital and corporate advisory services. He co-founded ISP Magna
Data, venture firm Tinshed, corporate advisory firm Callafin and
angel investment group Sydney Angels and its two venture capital
funds. He serves on the Investment committee of Sydney Angels
Sidecar Fund I and II.
Vivian has a Bachelor of Arts (Honours) from The University
of Sydney and an eMBA from the Australian Graduate School
of Management. He is a Fellow of the Australian Institute of
Company Directors.
Other current directorships of listed entities
None
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Risk and Compliance Committee
• Member of the Audit Committee
• Member of the Remuneration and Nomination Committee
42
SUPERLOOP ANNUAL REPORT 2024
ALEXANDER (DREW) KELTON
Independent Non-Executive Director
Appointed: 1 April 2021
(Executive Director from 23 November 2018 to 31 March 2021)
Experience and expertise
Drew Kelton is a global business leader and professional
board director. With over 40 years’ experience in the ICT and
telecommunications arena, he held senior operational roles in
the UK, Europe, India, Australasia and most recently, the US. In
addition to executive leadership roles in global organisations,
he has also been responsible for startups, M&A transactions and
the IPO of one of those businesses. Drew would describe himself
as a “professional entrepreneur”.
Drew holds a Bachelor of Science with commendation in
Electrical and Electronic Engineering from the University of
Western Scotland. He is a Chartered Engineer with the Institute
of Electrical and Electronic Engineers.
Other current directorships of listed entities
• Zoom2u Technologies Limited (ASX:Z2U)
– Appointed 30 July 2021
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Member of the Audit Committee
• Member of the Risk and Compliance Committee
HELEN LIVESEY
Independent Non-Executive Director
Appointed: 2 March 2023
Experience and expertise
Helen joined the Superloop Board in March 2023. She is the Chair
of the Remuneration and Nominations Committee and a member
of the Risk and Compliance Committee.
Helen brings over 25 years consulting and executive experience
in human resources, brand and marketing, strategy and corporate
affairs across a range of industries including financial services,
energy and resources. Most recently, she served as Chief People
& Reputation Officer at AMP Limited, having previously held the
roles of Group Executive, Corporate Affairs, Chief of Staff and
Chief Marketing Officer.
Helen has a track record of developing enterprise people &
culture, brand and reputation strategies, driving transformation
and improving business performance. She is an experienced
Board Director having served on both not-for-profit and subsidiary
boards and is the Managing Director of Reuleaux, executive
advisory services.
Helen holds a BSc Management Sciences (Hons) and is a Graduate
of the Australian Institute of Company Directors and a member of
Chief Executive Women.
Other current directorships of listed entities
None
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Remuneration and Nomination Committee
• Member of the Risk and Compliance Committee
SUPERLOOP LIMITED & CONTROLLED ENTITIES
43
DIRECTORS' REPORT
GARETH TURNER
Independent Non-Executive Director
Appointed: 2 March 2023
Experience and expertise
Gareth is a senior finance executive with deep experience in the
technology and telecommunications sectors. Gareth is currently
a non-executive director for Padua Solutions, an Australian
Fintech business and is also Chief Commercial Officer of
Infomedia (ASX: IFM), a leading global provider of DaaS and
SaaS solutions. Prior to this, Gareth was Chief Financial Officer of
Infomedia, amaysim Australia Limited (ASX: AYS), GBST Holdings
(ASX:GBT) and Hills (ASX:HIL).
Gareth has over 20 years of experience in senior leadership
positions at large ASX-listed and private-equity owned
businesses, is a Chartered Accountant, holds a Master of
Business Administration degree from the University of Oxford,
United Kingdom and is a graduate of the Australian Institute of
Company Directors.
Other current directorships of listed entities
Autosports Group (ASX : ASG) – Appointed 9 August 2024
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Audit Committee
• Member of the Risk and Compliance Committee
TINA OOI
Chief Legal and Corporate Officer / Company Secretary
Appointed: 23 August 2021
Experience and expertise
Tina Ooi is the Chief Legal and Corporate Officer for
Superloop. Tina is responsible for Company Secretarial, Legal,
Risk, Compliance and Regulatory at Superloop as well as People
& Culture and Work Health & Safety.
Tina has broad experience in governance roles in industries
including energy and financial services, most recently as General
Counsel and Company Secretary of ME Bank, a role she also held
at Jemena/Zinfra. Ms Ooi has also held senior legal, company
secretarial, and regulatory roles at Equity Trustees Ltd (ASX:EQT) ,
Alinta Ltd (ASX:ALN), United Energy Ltd (ASX:UEL) and Freehills.
A graduate of the Australian Institute of Company Directors,
Tina holds a Bachelor of Laws/Bachelor of Commerce from the
University of Melbourne.
44
SUPERLOOP ANNUAL REPORT 2024
The number of meetings of the Group's Board of Directors and of each board Committee held during the year,
and the number of meetings attended by each Director are as follows:
Meeting of Committee
Meetings of
Directors
Audit
Risk and
Compliance
Remuneration
and Nomination
A
B
A
B
A
B
A
B
Peter O’Connell
17
17
(3)
4
(3)
4
(5)
5
Tony Clark
16
17
(3)
4
(0)
4
5
5
Vivian Stewart
17
17
4
4
4
4
5
5
Drew Kelton
15
17
4
4
4
4
(4)
5
Paul Tyler
17
17
(4)
4
(4)
4
(5)
5
Helen Livesey
16
17
(2)
4
4
4
5
5
Gareth Turner
17
17
4
4
4
4
(5)
5
A = Number of meetings attended
B = Number of meetings held during the time the Director held office
( ) = Committee meetings are open to all Directors to attend. Where a Director has attended
a meeting of a Committee of which he or she was not a member, this is indicated by ( )
Meeting
of Directors.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
45
DIRECTORS' REPORT
46
SUPERLOOP ANNUAL REPORT 2024
Dear Shareholders,
On behalf of the Board, I am pleased to present Superloop’s Remuneration Report for the year ended 30 June 2024.
FY24 PERFORMANCE
In FY24, Superloop delivered strong financial performance, resulting in share price growth of over 2.5x during the
period. FY24 also marked a successful start to the 3-year ‘Double Down’ Strategy (DDS) which aims to achieve
significant growth through a combination of financial, market penetration and M&A objectives.
Key highlights of Superloop’s performance against our financial and operational targets included:
• Total Revenue of $420.5 million, up from $323.5 million in the Prior Corresponding Period (PCP), an increase of
30.0%. This included 47.1% growth in Consumer revenue.
• Underlying EBITDA growth of 45.2%, from $37.4 million in FY23 to $54.3 million in FY24.
• Operating Cash Flow increased from $43.2 million in the PCP to $49.9 million.
• Delivering positive NPATA of $23.5 million.
• Consistently growing market share throughout FY24, capitalising on strong FY23 momentum.
• A 33% increase in Consumer customers from FY23, organically adding a record 80,000 new customers.
• Signing an exclusive contract with Origin Energy to provide wholesale internet services to Origin’s broadband
customers, expected to add over $19 million in annualised EBITDA from FY25. ”Go live” was achieved at the start of
FY25, with the transition of Origin’s 150,000 customers scheduled for completion in October 2024.
• Being rated the third best performing ASX All Ords share in FY241.
FY24 EXECUTIVE KMP FIXED REMUNERATION
As outlined in Superloop’s FY23 Remuneration Report, Managing Director/ Chief Executive Officer (MD/CEO) Paul
Tyler’s fixed remuneration was increased by 6.7% to $800,000 for FY24. This uplift reflected market trends in CEO fixed
remuneration across our comparator group and was accompanied by a re-weighting of his overall package towards a
Long-Term Incentive (LTI) component. This was Mr Tyler’s first increase in fixed remuneration since he joined Superloop
in October 2020.
We are delighted to have appointed Dean Tognella as permanent Group Chief Financial Officer on 06 March 2024,
having acted in the role since 23 October 2023. Bringing more than 25 years' experience in telecommunications
and technology companies (including more than three years at Superloop), the Board is pleased that Mr Tognella is
performing well in this role.
FY24 SHORT-TERM INCENTIVE (STI) OUTCOME
The Board assesses Executive KMP performance against individual STI scorecards and also considers STI outcomes to
ensure alignment with Superloop’s broader performance and business context.
Despite the stretch built into the metrics at the time of setting, Superloop’s strong performance in FY24 meant that all
key financial metrics significantly exceeded their respective targets. Overall, an outcome of 125.1% of target for the MD/
CEO was approved by the Board (maximum opportunity: 150% of STI target).
Full details are provided in section 4.2.
https://www.fool.com.au/2024/07/04/the-three-best-asx-all-ords-shares-to-buy-and-hold-in-fy-2024-unveiled/
Letter from Helen Livesey, Remuneration
and Nomination Committee Chair.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
47
REMUNERATION REPORT
FY23 LONG-TERM INCENTIVE (LTI) TRANCHE 2 VESTING OUTCOME
As with the STI outcome, the Company’s strong performance over FY24 has also resulted in a positive LTI vesting
outcome. Replacing the former Executive Options Plan, the FY23 LTI Plan was designed as a transitionary plan vesting
in three separate tranches and using Underlying EPS Growth (Compound Annual Growth Rate or CAGR) metrics which
differ from the metrics for the go forward LTI Plans.
The CAGR for FY22 to FY24 Underlying EPS for Continuing Businesses was 45.5% after adjustments as defined in the
LTI offer. As with the STI, the Board considered LTI outcomes in the context of Superloop’s broader performance and
business context. Following this assessment, 100% of the FY23 LTI Tranche 2 is due to vest on 1 September 2024.
Full details are provided in section 4.3.
FY25 EXECUTIVE KMP REMUNERATION CHANGES
FY24’s strong performance has strengthened the Board’s confidence it has the right Executive team in place to continue
delivering well against the Company’s objectives and DDS.
Reflecting Superloop’s share price growth in 2024 and its expected inclusion in the S&P/ASX 300 Index (ASX 300) in the
September 2024 ASX 300 rebalance, the Board elected to use a new comparator group comprised of select ASX 300
organisations across the IT, communications and industrial services sectors to benchmark Executive KMP remuneration.
Peers were selected based on several factors including operational similarity to Superloop, size, and the competition for
executive talent. The use of this group will ensure our remuneration practices remain competitive with our closest peers
as the organisation continues to grow and was an important step in assessing external market relativity.
Following the KMP benchmarking, the MD/CEO’s fixed remuneration will increase by 6.25% and Group CFO
remuneration will increase by 4%, both in line with market. In addition, we continue to enhance performance outcomes
and equity through the LTI as well as continuing to increase strategic and shareholder alignment.
Full details are provided in section 5.
FY25 Double Down Growth Incentive
In recognition of the crucial period of growth for the Company, the Board will introduce a one-off Double Down Growth
Incentive (DDGI) aligned directly to the DDS for the Executive Leadership Team, including Executive KMP.
The DDGI also acknowledges the substantial performance stretch associated with the DDS, being a targeted award that
reflects genuine continuing market outperformance that is significantly over and above the Company’s existing STI and
LTI metrics, in line with the aggressive growth targets associated with the aspirational DDS.
With most of the expected benefits of the successful delivery of the DDS to accrue to shareholders, the Board intends
that a small portion of that value be shared with the valued and high performing executive team who will deliver that
upside for shareholders.
Further, the vesting conditions associated with the DDGI are completely tied to hard performance-related metrics
underpinning the delivery of the DDS. That is, no portion of the award will vest if the vesting conditions are not met.
In recognition of the DDGI’s aggressive metrics sitting well above current STI and LTI targets, the grant will be made
in addition to the existing annual remuneration STI and LTI opportunities. Details are included in Section 5 and further
information will be included in the 2024 Notice of Annual General Meeting (AGM).
48
SUPERLOOP ANNUAL REPORT 2024
NON-EXECUTIVE DIRECTOR (NED) REMUNERATION
Non-Executive Director fees were not changed in FY24, except to reflect the increase in statutory superannuation
guarantee effective 1 July 2023.
Superloop periodically reviews its NED fees to ensure it continues to have the ability to attract and retain talented
NEDs. The Remuneration and Nomination Committee (RNC) considers market data and NED workload, including other
relevant information including extraordinary items such as M&A activity and additional meetings. To assist with its
review, the RNC may, from time to time,seek advice from independent remuneration consultants to ensure that its NED
remuneration is appropriate and in line with the market.
For FY25, consistent with the approach adopted for Executive KMP remuneration, NED fees were benchmarked against
boards of the same bespoke ASX 300 comparator group. This exercise identified a case for change to the NED fees.
As such, we plan to seek shareholder approval at the 2024 AGM to raise the NED fee pool from $900,000 (which was
approved at our 2022 AGM) to $1.2 million. This increase reflects external benchmarking, Board workload and reflects
the need for continued stability to enable the Board to support Management in delivering the DDS. This proposed
increase would provide the headroom needed to modestly increase fees as set out in Section 7.2. This will also allow the
Board flexibility to increase the overall number of Directors (if required) without seeking further shareholder approval.
Full details of proposed NED fees are provided in Section 7.2.
Thank you
On behalf of the Board, I would like to thank all shareholders and stakeholders for your engagement and feedback
during an amazing year. Thank you also to those who supported the organisation during the first year of our new
remuneration framework.
We appreciate your feedback and are committed to making changes needed to address transparency and readability
and improve our disclosure and reporting.
We look forward to continuing to engage together.
Yours sincerely,
Helen Livesey
Chair, Remuneration and Nomination Committee
SUPERLOOP LIMITED & CONTROLLED ENTITIES
49
REMUNERATION REPORT
Remuneration
Report.
1. KEY MANAGEMENT PERSONNEL
52
2. EXECUTIVE REMUNERATION FRAMEWORK OVERVIEW
53
3. FY24 EXECUTIVE KMP REMUNERATION STRUCTURE
54
4. FY24 EXECUTIVE KMP REMUNERATION PERFORMANCE OUTCOMES
57
5. FY25 KMP REMUNERATION
62
6. EXECUTIVE KMP CONTRACTS
63
7. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION
63
8. REMUNERATION GOVERNANCE
66
9. STATUTORY TABLES
68
10. ADDITIONAL DISCLOSURES RELATING TO EXECUTIVE KMP
69
The information in this report has been audited as required by section 308(3C) of the
Corporations Act 2001 (Cth).
52
SUPERLOOP ANNUAL REPORT 2024
1. KEY MANAGEMENT PERSONNEL
Key Management Personnel (KMP) are defined as persons having authority and responsibility for planning, directing,
and controlling the activities of an entity, directly or indirectly including any Director (whether executive or otherwise)
of that entity.
The table below outlines Superloop’s KMP for the financial year ended 30 June 2024.
1.1 Non-Executive Directors
Name
Role
Term as KMP
Peter O'Connell
Independent Chair & Non-Executive Director
Full Year
Tony Clark
Independent Non-Executive Director
Member of the Remuneration and Nomination Committee
Full Year
Vivian Stewart
Independent Non-Executive Director
Chair of the Risk and Compliance Committee
Member of the Remuneration and Nomination Committee
Member of the Audit Committee
Full Year
Drew Kelton
Independent Non-Executive Director
Member of the Audit Committee
Member of the Risk and Compliance Committee
Full Year
Gareth Turner
Independent Non-Executive Director
Chair of the Audit Committee
Member of the Risk and Compliance Committee
Full Year
Helen Livesey
Independent Non-Executive Director
Chair of the Remuneration and Nomination Committee
Member of the Risk and Compliance Committee
Full Year
1.2 Executive KMP
Name
Role
Term as KMP
Paul Tyler
Managing Director & Chief Executive Officer (MD/CEO)
Full Year
Dean Tognella (1)
Group Chief Financial Officer (CFO)
Acting CFO from 23 Oct 2023,
formally appointed 6 Mar 2024
Luke Oxenham (2)
Former Group Chief Financial Officer (CFO)
1 July to 23 Oct 2023
Except as noted above or elsewhere in this report, the named persons held their position for the whole financial year.
(1) Mr Tognella commenced his role as Acting Group CFO on 23 October 2023 and was appointed Group CFO on 6 March 2024. Prior to these appointments, Mr Tognella
served as Group Executive, Business & Wholesale.
(2) Mr Oxenham resigned as Group CFO effective 23 October 2023.
Remuneration Report.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
53
REMUNERATION REPORT
2. EXECUTIVE REMUNERATION FRAMEWORK OVERVIEW
Superloop’s approach to executive remuneration is designed to attract, motivate, and retain a group of highly
qualified, experienced and capable senior executives, rewarding them for delivering the Company's strategy and
creating long-term, sustainable value for shareholders.
The diagram below provides a high-level overview of our FY24 remuneration framework with full details of the STI
and LTI components provided in section 3.
Figure 2.1 FY24 Remuneration Framework Overview
Our Remuneration Principles
Attract, motivate and retain
highly skilled talent
Support strategy and reinforce
culture and values
Link to long term, sustainable
shareholder value creation
Link company and individual
performance to financial reward
Fixed Remuneration
Variable Remuneration
Total Fixed Remuneration (TFR)
Short Term Incentives (STI)
Long-Term Incentives (LTI)
Base salary, superannuation and any other
non-monetary benefits.
Annual incentive plan with any award
delivered in cash.
3-year incentive plan delivered
as share rights subject to
performance hurdles.
Designed to be market competitive to attract
and retain talented executives.
Reward for annual performance,
providing specific focus on strategic
priorities and objectives.
Rewards executives for achievement
of long-term objectives, focusing
on delivering superior long-term
performance for stakeholders.
Set by reference to a comparator group
comprising ASX 300 listed companies from
the IT, communications and industrial services
sectors. This peer group enables Superloop to
attract and retain talent of the required calibre
as the Company advances into the ASX 300 by
executing the ‘Double-Down’ Strategy (DDS).
Outcome determined through
performance against a mix of financial
and non-financial metrics.
Outcome determined by Underlying
EPS growth and relative total
sharehold-er return (rTSR) assessed
against ASX Small Ordinaries
Industrial Index (AXSID) peer group.
How?
Why?
What?
54
SUPERLOOP ANNUAL REPORT 2024
3. FY24 EXECUTIVE KMP REMUNERATION STRUCTURE
Superloop’s executive remuneration structure for FY24 comprises a mix of fixed and at-risk remuneration components
through the STI and LTI plan arrangements.
Section 3 sets out remuneration timelines, target and maximum pay mixes and plan conditions for the STI and LTI.
Table 3.1 FY24 Remuneration Elements Overview
Element
FY24 Vesting Timeline
FY24
FY25
FY26
TFR
Base salary, superannuation, and
any other non-monetary benefits.
Cash
Paid throughout the year.
STI
Performance tested cash
incentive.
Cash
One-year performance tested cash bonus, contingent
on results against a balanced scorecard.
LTI
Performance rights subject to
performance hurdles.
Performance Rights
Performance rights vesting at the end of a three-year performance period, subject to Underlying
EPS growth and rTSR hurdles.
Figure 3.1 FY24 Pay Mix
MD/CEO Remuneration Mix
Group CFO Remuneration Mix
41%
18%
41%
Target
Equity
Performance Tested
Target
Equity
Performance Tested
48%
19%
33%
Maximum
Equity
Performance Tested
44%
26%
30%
Maximum
Equity
Performance Tested
37%
25%
38%
SUPERLOOP LIMITED & CONTROLLED ENTITIES
55
REMUNERATION REPORT
Table 3.2 FY24 STI Plan
FY24 Short Term Incentive Plan
Description
STI is an annual performance-based incentive paid 100% in cash. Performance is measured over
the 12-month period (i.e., 1 July to 30 June) against Key Performance Indicators (KPIs) aligned
with strategic objectives
Opportunity
FY24 STI opportunity as a percentage of TFR
MD/CEO
CFO
Element
%
$ equivalent
%
$ equivalent
Threshold
50% of Target
$175,000
50% of Target
$85,000
Target
43.75% of TFR
$350,000
40% of TFR
$170,000
Outperformance
150% of Target
$525,000
150% of Target
$255,000
Performance
Measures and
Rationale
The STI Plan creates a clear link between business performance and individual behaviours, with the
Board retaining the discretion to apply adjustments where appropriate. STI outcomes are based on
a combination of Superloop’s financial performance and non-financial metrics related to people and
strategy. Individual performance is assessed both on what has been achieved and how it was achieved
during the year.
A summary of the achievements and performance versus targets in FY24 is provided in section 4.2.
An explanation of the measures and their rationale for use is provided below:
Metric
MD/CEO
Weighting
Group CFO
Weighting
Description/Rationale
Group Underlying
EBITDA
40%
40%
Given Superloop’s current phase of growth and
maturity, Group Underlying EBITDA, Group Revenue
and Operating Cash Flow are considered to be the
key financial metrics demonstrating progress towards
the Company’s medium-term goal of delivering a
sustainable NPAT result.
These metrics are used to provide guidance to the
market.
Group Revenue
15%
15%
Operating Cash Flow
15%
15%
People
10%
10%
Our people and culture underpin Superloop’s
performance and customer service outcomes.
In FY24, the people metric comprised employee
engagement, taking account of both the participation
rate and the engagement score against global and
industry benchmarks.
Strategic
20%
20%
KPIs are determined annually by the Board based
on Superloop’s business priorities. For FY24, role-
specific goals included ESG metrics, customer
experience, cost related metrics and other strategic
objectives.
Adjustments
The Board retains full discretion on the STI outcomes and consideration is given to factors such as
individual behaviour and risk management in determining final outcomes.
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SUPERLOOP ANNUAL REPORT 2024
Table 3.3 FY24 LTI Plan
FY24 Long Term Incentive Plan
Description
The LTI plan consists of an award of three-year performance rights.
Plan Structure and
Rationale
The FY24 LTI plan aims to reward sustained long-term performance and promote retention of key executives. The
plan is structured as a grant of performance rights, tested against challenging Underlying EPS and rTSR targets
with a three-year performance period.
Value/
Opportunity
The number of performance rights granted to the MD/CEO was determined by the following:
Executive KMP
% of Fixed Remuneration
MD/CEO
100%
Group CFO (from FY25)
75%
Dean Tognella, Group CFO, received an FY24 LTI grant in his previous capacity as Group Executive, Business &
Wholesale prior to becoming an Executive KMP of Superloop. He will participate in the LTI as an Executive KMP
from FY25.
The number of rights issued is calculated by dividing the maximum LTI by the Value-Weighted Average Price
(VWAP) of Superloop shares over the 10-day trading period preceding 30 June of the grant year.
For the MD/CEO, specific details of the number of performance rights to be granted, and the percentage of fixed
pay, are set out in the Notice of Meeting for the AGM in the year of grant for approval by shareholders.
Performance
measures, vesting
schedules and
rationales
Underlying Earnings per Share (EPS) (75% weighting)
Vesting of the Underlying EPS component is determined by the Compound Annual Growth Rate (CAGR) and is
tested against the following vesting schedule.
CAGR in Underlying EPS
% of tranche that will vest
<10%
Nil
10%
50%
10%-12%
Pro rata 50%-100%
>12%
100%
CAGR is calculated using FY23 Underlying EPS as a base.
Underlying rather than Statutory EPS has been selected as it was considered to provide a clearer picture of the
Company's core operating performance by excluding certain one-off or non-recurring items that may distort
the overall earnings figure. This enables stakeholders to get a better understanding of the Company's ability to
generate consistent earnings over time.
Relative Total Shareholder Return (rTSR) (25% weighting)
Vesting of the rTSR component is determined by the total shareholder return of Superloop shares relative to the
ASX Small Ordinaries Industrials Index (AXSID) and is tested against the following vesting schedule:
rTSR against AXSID
% vesting
Less than index performance
Nil
Meets index performance
100%
Cessation of
Employment
If employment ceases due to resignation before the performance measures are tested, any unvested performance
rights will lapse immediately, subject to Board discretion.
Clawback
The Performance Rights Plan includes measures for clawback, forfeiture, and divestment, which the Board may
enforce in certain situations.
Change of Control The Board retains 100% discretion on treatment of unvested performance rights on change of control event. The
default treatment will vest performance rights on a pro rata basis considering the portion of the vesting period
that has elapsed.
Board Discretion
The Board retains discretion to adjust performance conditions to ensure that participants are not penalised or
provided a windfall benefit arising from matters considered by the Board to be one-off in nature or outside of
Management’s control.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
57
REMUNERATION REPORT
4. FY24 EXECUTIVE KMP REMUNERATION PERFORMANCE OUTCOMES
4.1 Five-year Business Performance
Executive remuneration is directly linked to Superloop’s financial performance and aligned with shareholder
returns over the long term.
A summary of the key metrics relating to Superloop’s performance over the five-year period to end FY24 is set
out below.
Table 4.1 Five-Year Business Performance
INCOME STATEMENT (A$’000)
FY20
FY21
FY22
FY23
FY24
Revenue
107,591
95,882
249,731
323,522
420,524
Reported EBITDA
13,470
11,419
12,658
25,635
38,541
Reported Net Profit/(loss) after tax
(41,088)
(23,605)
(61,532)
(43,158)
(14,742)
Reported EPS (cents)
(12.33)
(6.40)
(12.76)
(9.01)
(3.08)
Underlying EBITDA
13,478
12,417
20,522
37,381
54,264
Underlying NPAT
(41,080)
(22,607)
(12,342)
(8,177)
1,447
Underlying EPS (cents)*
n/a
n/a
(2.56)
(1.71)
0.30
*Underlying EPS was introduced as a metric in FY22
Share price and dividends
FY20
FY21
FY22
FY23
FY24
Total Dividend Per Share (cents)
Nil
Nil
Nil
Nil
Nil
Share Price as at 30 June ($)
0.99
0.93
0.72
0.58
1.60
58
SUPERLOOP ANNUAL REPORT 2024
4.2 FY24 STI Outcomes
STI awards are determined through assessment of individual performance against Superloop’s STI Scorecard.
This comprises a series of financial and non-financial measures set at the beginning of each financial year to reflect
Superloop’s key strategic priorities.
Table 4.2.1 shows the assessment of FY24’s STI performance.
Table 4.2.1 FY24 STI performance
KPI
Target
Weighting
Max
Weighting
Threshold
Target
Max
Achievement
(MD/CEO)
Financial
Group Underlying
EBITA
40%
60%
$39.9m
$49.9m
$59.9m
Outcome: $54.3m
Vesting: 48.8%
Group Revenue
15%
22.5%
$353.7m
$393m
$432.3m
Outcome: $417.8m
Vesting: 19.7%
Operating
Cashflow (EBITDA
less Capex)
15%
22.5%
$22.2m
$27.7m
$33.24m
Outcome: $34.8m
Vesting: 22.5%
Non-
financial
People
• Employee
engagement score
• Participation rate
10%
15%
5%
10%
15%
Outcome: Between
threshold and target
Vesting: 6.5%
Strategic
• Strategic objectives
including cost
leadership, customer
acquisition, brand
recognition, customer
experience, and
digital transformation
20%
30%
10%
20%
30%
Outcome: Between
target and maximum
Vesting: 27.6%
The STI scorecard resulted in FY24 STI outcome of 125.10% of target for the MD/CEO. The Group CFO, who was
subject to the same financial and people metrics but different strategic measures, achieved 125.59% on his FY24 STI
scorecard (with the percentage outcome based on Mr Tognella’s tenure as Group CFO).
• This outcome was underpinned by strong financial performance, as all three core financial objectives delivered
results well above their respective targets. The Operating Cash Flow result was especially strong and continued our
positive cash momentum from 2H FY23, when the organisation became Free Cash Flow positive for the first time.
• Our People metric was assessed by the employee engagement score and the participation rate against global
industry benchmarks. This component of the FY24 STI scorecard vested at 65% of target.
• Performance against agreed FY24 Strategic priorities was assessed by the Board. MD/CEO performance was
assessed against objectives relating to cost leadership, customer acquisition, brand recognition, customer
experience and digital transformation. The Board assessed performance against these objectives as between
target and maximum.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
59
REMUNERATION REPORT
Table 4.2.2 FY24 STI Executive KMP Outcomes
KMP
Target STI
STI @
Outperformance*
Actual STI
Achievement
Actual Awarded STI
Paul Tyler
$350,000
$525,000
125.10%
$437,848
Dean Tognella**
$113,333
$170,000
125.59%
$142,335
* Maximum STI Opportunity capped at 150% of target.
**Percentage outcome for Mr Tognella is based on his tenure as Group CFO.
4.3 FY24 LTI Grant and FY23 LTI Vesting Outcome
FY24 LTI Grant
FY24 was the first year of Superloop’s new ongoing LTI Plan as described in Table 3.1. The plan is structured as a grant
of performance rights tested against challenging Underlying EPS and rTSR targets with a three-year performance period.
The total number of performance rights granted to the Executive KMP under the FY24 Plan are set out below:
Table 4.3.1 Performance Rights Granted to Executive KMP in FY24
Name
Number of Performance Rights Granted under FY24 Plan
Paul Tyler
1,322,314
Mr Tognella received an FY24 LTI grant in his capacity as Group Executive, Business & Wholesale prior to becoming an
Executive KMP of Superloop and he will participate in the LTI as an Executive KMP from FY25.
The number of Executive Performance Rights allocated is calculated by dividing the opportunity by the 10-day
Volume-Weighted Average (VWAP) share price of Superloop prior to the financial year end (30 June). LTI vesting occurs
in September at the completion of the relevant performance period and following the announcement of the full year
audited results.
Testing of FY23 Tranche 2 Performance Measures and Outcome
In FY23, a new LTI Executive Performance Rights Plan was implemented and approved at the Company’s FY22 AGM.
This LTI Plan aims to reward sustained long-term performance and promote the retention of key executives and was
designed as transitionary approach.
The calculation of Tranche 2 vesting of the FY23 grant of Executive Performance Rights is subject to Superloop’s
Annualised FY24 Underlying EPS relative to the EPS Base from FY22. This is defined as Net Profit after Tax of the Group
for each financial year as per Superloop's audited annual accounts (per the number of Superloop shares on issue on the
last day of the financial year) adjusted for acquisition and restructuring costs, share based payments and tax.
Table 4.3.2 Underlying EPS for FY22, FY23 and FY24
Calculation
FY22
FY23
FY24
Growth
Reported EPS (cents per share)
(12.76)
(9.01)
(3.08)
32.6%
Transaction Costs
1.55
0.51
0.93
Other transaction related adjustments*
6.02
6.10
2.45
Impairment
5.19
0.51
-
Underlying EPS
(2.56)
(1.71)
0.30
45.5%
* Other transaction-related adjustments include non-cash share-based payments as part of consideration, contingent consideration treated as remuneration under AASB3,
non-cash amortisation of acquired intangible assets and non-cash tax impacts of changes in deferred tax liabilities.
Between FY22 and FY24, the CAGR in Underlying EPS for Continuing Businesses, after adjustments as defined in the LTI
offer, was 45.5%, resulting in 100% vesting of Tranche 2 of FY23 Executive Performance Rights.
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SUPERLOOP ANNUAL REPORT 2024
Table 4.3.3 FY23 LTI Tranche 2 Performance Rights Due to Vest
Name
Number of Performance Rights due to vest
on 1 September 2024 (FY23 Plan Tranche 2)
Value as at 30 June 2024
Paul Tyler
271,621
$434,594
4.4 Summary of Total Executive KMP Remuneration Outcomes
The following table summarises the FY24 MD/CEO and Executive KMP remuneration outcomes.
Table 4.4.1 FY24 Executive KMP remuneration outcomes
Name
Year
TFR
(Base + Superannuation)
STI
LTI(1)
Paul Tyler
FY24
$800,000
$437,848
$535,849
FY23
$750,000
$523,320 (2)
$371,732
Dean Tognella
FY24
$291,091(3)
$142,335 (3)
$116,276 (3)
FY23
n/a
n/a
n/a
Luke Oxenham
FY24
$128,264 (4)
n/a
n/a
FY23
$402,000
$120,600
$181,546
(1) LTI remuneration reflects the value of the share-based payments expensed in the income statement for each of the financial years. This amount is made up of the expensing
of a component of the previously issued share options, as well as the in-year expenses related to the issue of performance rights. They are not the value of what was vested
to the KMP relating to FY24.
(2) Comprises $350,000 in cash and balance deferred for two years and paid in share rights.
(3) Reflects the period Mr Tognella was an Executive KMP. Mr Tognella became an Executive KMP when he was appointed Acting CFO on 23 October 2023 and received a fixed
remuneration increase when he was appointed Group CFO on 6 March 2024.
(4) Reflects the date until Mr Oxenham ceased as an Executive KMP of Superloop, being 23 October 2023.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
61
REMUNERATION REPORT
4.5 Legacy Option Plans
Reflecting Superloop’s sustained share price increase in FY24, several tranches of legacy options vested throughout the
financial year. Table 4.5.1 summarises the Executive Options that that have vested to date and/or remain on foot.
Table 4.5.1 Executive Options
Name
Date
Granted
Options
Granted
Vesting
Date
Exercise
Price $
Vested
FY24
Vested
Prior
Forfeited/
Expired
Exercised
Paul Tyler
18 Nov 20
1,000,000
1 Oct 21
1.11
-
-
(1,000,000)
nil
1,000,000
1 Oct 22
1.22
-
-
(1,000,000)
nil
1,000,000
1 Oct 23
1.34
1,000,000
-
-
-
1,000,000
1 Oct 24
1.47
-
-
-
-
1 Sept 21
83,563
1 Sep 22
0.98
-
83,563
-
nil
83,563
1 Sep 23
0.98
83,563
-
-
-
83,562
1 Sep 24
0.98
-
-
-
-
83,562
1 Sep 25
0.98
-
-
-
-
Dean
Tognella*
1 Sept 20
125,000
1 Sep 21
1.26
125,000
-
-
-
125,000
1 Sep 22
1.39
125,000
-
-
-
125,000
1 Sep 23
1.53
125,000
-
-
-
125,000
1 Sep 24
1.68
-
125,000
-
-
1 Sept 21
39,887
1 Sep 22
0.98
39,887
-
-
-
39,887
1 Sep 23
0.98
39,887
-
-
-
39,887
1 Sep 24
0.98
-
39,887
-
-
39,888
1 Sep 25
0.98
-
39,887
-
-
Luke
Oxenham**
1 Sept 21
87,500
1 Sep 22
0.98
-
87,500
(87,500)
nil
87,500
1 Sep 23
0.98
-
-
(87,500)
-
87,500
1 Sep 24
0.98
-
-
(87,500)
-
87,500
1 Sep 25
0.98
-
-
(87,500)
-
* Mr Tognella was awarded these options prior to becoming Executive KMP.
**Mr Oxenham forfeited his options when he ceased as Executive KMP on 23 October 2023.
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SUPERLOOP ANNUAL REPORT 2024
5. FY25 KMP REMUNERATION
5.1 FY25 KMP Remuneration Action
Table 5.1 FY25 KMP Remuneration
KMP
Action taken for FY25
Rationale
MD/CEO
Element
FY24
FY25
The changes to fixed remuneration reflect
independent benchmarking against the new
ASX 300 comparator group and the performance
delivered under the CEO’s leadership. This
represents an uplift of 6.25% and is only the
second adjustment since the MD/CEO’s
appointment in 2020.
The STI has been amended to 50% of TFR
to re-align to Mr Tyler’s STI % when he first
joined Superloop.
Total Fixed Remuneration
(TFR)
$800,000
$850,000
Target STI %
43.75% of TFR
50% of TFR
Maximum Outperformance
Opportunity to STI
150% of Target
STI %
150% of Target
STI%
LTI as % of TFR
100% of TFR
100% of TFR
Group CFO
Element
FY24
FY25
Based on independent benchmarking
undertaken against the bespoke ASX 300
comparator group and in recognition of his
first full financial year as Group CFO, the Board
has elected to increase Mr Tognella’s TFR to
$442,000, approximately the median of the
comparator group.
The Board also weighted the CFO’s pay mix
more towards long-term equity by increasing
his LTI opportunity to 75% of TFR.
Total Fixed Remuneration
(TFR)
$425,000
$442,000
Target STI %
40% of TFR
40% of TFR
Maximum Outperformance
Opportunity to STI
150% of Target
STI %
150% of Target
STI%
LTI as % of TFR
70% of TFR
75% of TFR
5.2 FY25 Double Down Growth Incentive (DDGI)
In May 2023, following the successful implementation of the 3-in-3 strategy, we announced our ambitious DDS with
stretching long-term growth objectives to double FY23 revenue. In recognition of this crucial period of growth for the
organisation, the Board will introduce a one-off DDGI award for the Executive Leadership Team, including Executive
KMP aligned directly to the DDS. The award will be made in addition to the existing annual remuneration STI and LTI
opportunities.
The objective of the DDGI is to allow Management to share in a small portion of the expected value created for
shareholders when the DDS is achieved. Targets reflect the genuine out-performance required to deliver the growth
strategy over and above the existing long-term incentive targets.
The DDGI will consist of a one-off grant of performance rights measured over three years. The rights will only vest if
both ambitious financial targets (fixed dollar targets have been set based on significantly increasing revenue and more
than doubling EBITDA are met). None of the award will vest unless both objectives are met.
Details of the award will be outlined in the 2024 Notice of AGM with the proposed grant of DDGI rights to be made to
the CEO subject to shareholder approval.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
63
REMUNERATION REPORT
5.3 Vesting Timeline
With the introduction of the one-off DDGI, the FY25 remuneration vesting timeline for Executive KMP will be as follows:
Table 5.3.1 FY25 Vesting Timelines
Element
FY25 Vesting Timeline
FY25
FY26
FY27
TFR
Base salary, superannuation, and any
other non-monetary benefits.
Cash
Paid throughout the year.
STI
Performance tested cash incentive.
Cash
One-year performance tested cash bonus subject to
performance against a balanced scorecard.
LTI
Performance rights subject to
performance hurdles.
Performance Rights
Performance rights vesting at the end of a three-year performance period subject to Underlying
EPS growth and rTSR hurdles.
One-off FY25 Double Down
Growth Incentive
Performance rights subject to
performance hurdles.
Performance Rights
Performance rights with 50% vesting anytime during the three-year performance period subject
to Group Revenue and Underlying EBITDA hurdles determined by our Double Down Strategy
and the remaining 50% vesting at the end of that period, subject to continued employment and
achievement of those hurdles.
6. EXECUTIVE KMP CONTRACTS
Group Executives enter into individual Employment Agreements with Superloop which include the following key terms:
Table 6.1 Key Executive KMP Contractual Terms
Key Term
Conditions
Duration of agreement
Ongoing until notice is given by either party.
Notice period
MD/CEO: six months, after first 12 months of service.
Group Executives & other Executive KMP: six months.
Post-employment restraint
Appropriate non-solicitation and non-compete provisions commensurate with their individual role
and seniority, with provision for payment to be made during that period.
Termination
Provision for immediate termination or dismissal for serious misconduct with no entitlement to
termination payments in this event
Entitlements
Statutory leave entitlements.
Any termination benefits would be subject to compliance with the limits set by the Corporations
Act and the terms of the individual contract
7. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION
Superloop’s NED remuneration policy is designed to:
• Attract and retain NEDs with the appropriate experience, knowledge, skills and judgment.
• Reflect the demands and responsibilities of the role, and
• Recognise the contribution, time and expertise of each director.
NED fees and payments are reviewed periodically by the Remuneration and Nomination Committee (RNC) and
consider market data and NED workload, including any extraordinary items (including, but not limited to, M&A activity
and additional meetings). To assist with its review, the RNC may, from time to time, seek advice from independent
remuneration advisers to ensure its NED remuneration is appropriate and in line with market.
In setting appropriate NED remuneration, the RNC and Board consider general industry practice, principles of corporate
governance, the responsibilities and risks associated with the NED role, the expected time commitment on Company
matters and the fees paid to NEDs of comparable companies.
64
SUPERLOOP ANNUAL REPORT 2024
7.1 FY24 NED Fees
NED fees in FY24 were marginally increased in line with the statutory superannuation guarantee increase that applied
from 1 July 2023. This treatment was aligned consistent with the approach adopted across the general Superloop
employee base.
However, from FY25 onwards, in line with more common ASX 300 market practice, any statutory superannuation
guarantee increase for NEDs will be subtracted from their base salary to ensure total fixed remuneration
remains constant.
Final FY24 NED fees (including statutory superannuation) are set out below:
Table 7.1 FY24 NED Fees Per Annum
Board Fee
Chair Fee
Non-Executive Director
Board
$180,815
$100,453
Committee Fee
Chair Fee
Committee Memeber Fee
Audit Committee
$20,090
$10,045
Risk and Compliance Committee
$20,090
$10,045
Remuneration and Nomination Committee
$20,090
$10,045
The current NED fee pool is $900,000, as approved at the 2022 AGM. In FY24, the total fees paid to Superloop NEDs
was $813,122 which represents 90.3% of the shareholder-approved fee pool.
7.2 FY25 NED Fees
For the first time in 2024, and reflecting Superloop’s growth into an ASX 300 organisation, NED fees were reviewed
with reference to a comparator group consisting of select ASX 300 companies in the IT, communications and industrial
services sectors. This peer group ensures Superloop remunerates its people in line with similar organisations within the
ASX 300, with the aim being to attract and retain talent of an ASX 300 calibre.
Following the review, Superloop will seek shareholder approval at the 2024 AGM to increase the aggregate fee pool
from $900,000 to $1,200,000. If approved, this increase will provide the organisation with the headroom to adjust NED
fees as detailed in Table 7.2. It will also give the Board flexibility to allow for temporary fluctuations in the Board’s size, if
and when appropriate and also allow flexibility for additional committees or advisory boards.
The proposed increases reflect market benchmarking, Board workload and support the need for continued stability
enabling the Board to support Management in the delivery of the DDS.
Table 7.2 Proposed NED Fees Per Annum
Board Fee
Chair Fee
Non-Executive Director
Board
$225,000
$120,000
Committee Fee
Chair Fee
Committee Memeber Fee
Audit Committee
$20,000
$15,000
Risk and Compliance Committee
$20,000
$15,000
Remuneration and Nomination Committee
$20,000
$11,000
SUPERLOOP LIMITED & CONTROLLED ENTITIES
65
REMUNERATION REPORT
NED fees include a base fee for membership of the Board plus additional fees for membership of Board committees.
The proposed fees are inclusive of superannuation contributions. NEDs may be paid additional remuneration where a
director performs work or services considered over and above their work in their capacity as a Director of Superloop.
The Chair’s fees are determined independently of the fees of other NEDs and are based on comparative roles in the
market. The Chair is excluded from any discussions relating to the determination of his remuneration.
To maintain the independence and impartiality of NEDs, their fees are not linked to Company performance and NEDs
are not eligible to participate in any of the Company’s incentive arrangements. The NEDs are entitled to reimbursement
for travel and other expenses incurred while performing their duties as a director of the Company.
7.3 FY24 NED Statutory Remuneration
Table 7.3 Fees and remuneration received by the NEDs
Name
Salary / Fees
$
Other Benefits
$
Total
$
Superannuation
$
Total
Remuneration
Package (TRP)
$
Peter O'Connell
FY24
162,896
-
162,896
17,919
180,815
FY23
162,896
-
162,896
17,104
180,000
Tony Clark
FY24
99,548
-
99,548
10,950
110,498
FY23
105,581
-
105,581
11,086
116,667
Vivian Stewart
FY24
126,697
-
126,697
13,937
140,634
FY23
126,697
-
126,697
13,303
140,000
Helen Livesey (1)
FY24
117,647
-
117,647
12,941
130,588
FY23
38,789
-
38,789
4,073
42,862
Gareth Turner (1)
FY24
117,647
-
117,647
12,941
130,588
FY23
38,789
-
38,789
4,073
42,862
Drew Kelton
FY24
120,000
-
120,000
-
120,000
FY23
120,000
-
120,000
-
120,000
Former Non-Executive Directors
Stephanie Lai (2)
FY24
-
-
-
-
-
FY23
84,952
-
84,952
8,920
93,872
TOTAL
FY24
744,435
-
744,435
68,688
813,123
TOTAL
FY23
677,703
-
677,703
58,559
736,262
(1) Helen Livesey and Gareth Turner commenced as NEDs on 02 March 2023.
(2) Stephanie Lai ceased as NED on 01 March 2023.
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SUPERLOOP ANNUAL REPORT 2024
7.4 Equity Holding of Non-Executive Directors
Table 7.4 NED shareholdings (1)
Opening
Balance
1 July 2023
Received
as part of
remuneration
Additions
Disposals
Other
Movements (1)
Closing Balance
1 July 2023
Peter O’Connell
-
-
-
-
-
-
Drew Kelton
114,993
-
-
-
-
114,993
Tony Clark
566,079
-
-
-
-
566,079
Vivian Stewart
599,243
-
-
-
-
599,243
Gareth Turner
16,000
-
-
-
-
16,000
Helen Livesey
-
-
-
-
-
-
TOTAL
(1)The Group’s Securities Trading Policy is available on Superloop’s website at Superloop - Investor Centre.
7.5 Terms of appointment
Upon appointment to the Board, all NEDs enter into agreements with the Company in the form of a letter of
appointment. These agreements outline the key terms of engagement, including compensation relevant to the office
of director. Each appointment has no fixed term, no notice period and is not subject to any termination benefits.
8. REMUNERATION GOVERNANCE
Superloop’s remuneration governance framework has been set up to promote accountability, fairness, and alignment
to shareholder value.
Remuneration governance and oversight are primarily managed by the Superloop’s Board and the RNC. The RNC is
responsible for developing, monitoring and assessing the remuneration strategy, policies and practices across the
Group and ensuring overall pay equity.
Members of the RNC are independent NEDs.
Table 8.1 RNC membership for FY24
Name
Role
Term
Other Committee Memebership
Helen Livesey
Chair
Full Year
Risk & Compliance Committee (Member)
Tony Clark
Member
Full Year
None
Vivian Stewart
Member
Full Year
Risk & Compliance Committee (Chair)
Audit Committee (Member)
The Board considers that the members of the RNC provide an appropriate mix of skills to fulfil its terms of reference,
given their qualifications, knowledge of the IT and telco industry and experience in business management. Additionally,
the cross representation of members on both the Audit and Risk and Compliance committees ensures that audit and risk
matters are considered in all remuneration discussions.
From time to time, the RNC may seek external guidance from independent remuneration advisers such as PayIQ.
During FY24, PayIQ provided information related to executive remuneration market data, NED fee market data and
remuneration market practices, as well as undertaking a review and analysis of the remuneration framework.
No remuneration recommendations (as defined in the Corporations Act) relating to KMP were provided by PayIQ or any
other external remuneration consultants during FY24.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
67
REMUNERATION REPORT
Further details of the RNC’s role and responsibilities can be found in the Committee’s Charter, which forms part of the
Corporate Governance Charter, a copy of which is available on Superloop’s website at Superloop - Investor Centre.
The following diagram articulates Superloop's remuneration governance framework:
Fig 8.1 Superloop’s remuneration governance framework
Superloop Board
Remuneration and Nomination Committee
Key responsibilities
• Reviewing the Group’s remuneration policies and
framework.
• Reviewing remuneration arrangements, performance
objectives, measures and outcomes for executive KMP
and other Senior Executives.
• Reviewing remuneration arrangements for non-
executive directors.
• Reviewing remuneration disclosures.
• Reviewing succession planning for the Board, CEO and
other Senior Executives
• Identifying suitable candidates for appointment to
the Board, a Board committee or to any relevant
Management position.
• Oversight of People & Culture areas including talent
and succession, culture and engagement, inclusion
and diversity.
Independent Remuneration Advisers
The Board and the RNC may seek advice from
independent remuneration advisers to support the
Board in making remuneration decisions.
Management
The CEO makes recommendations to the RNC
on the performance and remuneration outcomes
for his direct reports.
Management advises the RNC and provides information
on remuneration and People & Culture related matters.
Risk and Compliance and Audit Committees
Cross membership of the Committees ensures risk,
compliance, finance and audit-related matters are
appropriately considered in all remuneration decisions.
68
SUPERLOOP ANNUAL REPORT 2024
9. STATUTORY TABLES
9.1 Remuneration and benefits
This information is disclosed in accordance with the requirements of the Corporations Act 2001 and the Australian
Accounting Standards.
9.2 Executive KMP
Table 9.2.1 Fees and remuneration received by Executive KMP
Executive
KMP
Year
Short-term employee benefits
Post
employment
benefit
Long-term
employment
benefits
Salary /
Fees
$
STI
$
Other
Benefits
$
Total
$
Super-
annuation
$
LTI
$
Long
Service
Leave
$
Total
Remuneration
Package (TRP)
$
% of TRP
linked to
performance
%
Paul Tyler
FY24
764,268
437,848
-
1,202,116
27,399
535,849
-
1,765,364
55.2%
FY23
724,708
523,320(1)
-
1,249,533
25,292
371,732
-
1,646,557
54.4%
Dean
Tognella (2)
FY24
272,162
142,335
-
414,497
18,929
116,276
-
549,702
47.0%
FY23
-
-
-
-
-
-
-
-
-
Former Executive KMP
Luke
Oxenham (3)
FY24
119,131
-
-
119,131
9,133
-
128,264
0.0%
FY23
376,708
120,600
510
497,818
25,292
181,546
-
704,657
42.9%
TOTAL
FY24
1,155,561
580,183
-
1,735,744
55,461
652,125
-
2,443,330
TOTAL
FY23
1,101,415
643,920
510
1,747,351
50,585
553,278
-
2,351,213
(1) Comprises $350K in cash and balance deferred for two years and paid in share rights.
(2) Mr Tognella commenced as the Group CFO on 23 October 2023. .
(3) Mr Oxenham ceased as the Group CFO on 23 October 2023.
9.3 Executive KMP Equity-Based Compensation Disclosures
Table 9.3.1 Details of Executive KMP Performance Rights
KMP
Grant Date
Number of
Performance
Rights Granted
Vesting Date
Expiry Date
Exercise Price
$
Total Fair Value as
at Grant Date
$
Paul Tyler
MD/CEO
1 Jul 22
271,621
1-Sep-23
1-Jul-32
n/a
192,851.00
271,621
1-Sep-24
1-Jul-32
n/a
192,851.00
271,621
1-Sep-25
1-Jul-32
n/a
192,851.00
1 Jul 23
1,322,314
1-Sep-26
1-Jul-38
n/a
766,942.00
Dean Tognella
CFO
1 Jul 22
108,649
1-Sep-23
1-Jul-32
n/a
76,054.00
108,648
1-Sep-24
1-Jul-32
n/a
76,054.00
108,648
1-Sep-25
1-Jul-32
n/a
76,054.00
1 Jul 23
460,264
1-Sep-26
1-Jul-38
n/a
266,953.00
SUPERLOOP LIMITED & CONTROLLED ENTITIES
69
REMUNERATION REPORT
Prior to FY23, the Company issued KMP securities under the Executive Option Plan that will vest over future years.
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are
as follows:
Table 9.3.2 Details of Executive KMP Share Options
KMP
Grant Date
Number of
Performance
Rights Granted
Vesting Date
Expiry Date
Exercise Price
$
Total Fair Value as
at Grant Date
$
Paul Tyler
MD/CEO
18 Nov 20
1,000,000
1-Oct-23
1-Oct-24
1.34
111,000.00
1,000,000
1-Oct-24
1-Oct-25
1.47
125,000.00
1 Sep 21
83,562
1-Sep-22
1-Sep-26
0.98
16,479.00
83,562
1-Sep-23
1-Sep-26
0.98
22,621.00
83,562
1-Sep-24
1-Sep-26
0.98
28,336.00
83,562
1-Sep-25
1-Sep-26
0.98
32,523.00
Dean Tognella
CFO
1 Sep 20
125,000
1-Sep-21
1-Sep-25
1.26
17,750.00
125,000
1-Sep-22
1-Sep-25
1.39
20,500.00
125,000
1-Sep-23
1-Sep-25
1.53
22,375.00
125,000
1-Sep-24
1-Sep-25
1.68
23,625.00
1 Sep 21
39,887
1-Sep-22
1-Sep-26
0.98
7,865.72
39,887
1-Sep-23
1-Sep-26
0.98
10,797.41
39,887
1-Sep-24
1-Sep-26
0.98
13,525.68
39,887
1-Sep-25
1-Sep-26
0.98
15,524.02
9.4 Shares Issued on Exercise of Employee Options
During FY24, no ordinary shares were issued due to the exercise of options by any Executive KMP.
10. ADDITIONAL DISCLOSURES RELATING TO EXECUTIVE KMP
10.1 Shareholding
The numbers of ordinary shares in the Company held/acquired during the financial year by each current Executive
KMP including their personally related parties, is set out below. There were no shares granted during the reporting
period as compensation.
Table 10.1 Executive KMP Shareholding
Name
Opening
Balance
1 July 2023(1)
Received
as part of
remuneration
Additions
Disposals
Other
Movements
Closing Balance
30 June 2024 (2)
Paul Tyler
394,000
-
-
-
-
394,000
Dean Tognella
-
-
-
-
-
-
Luke Oxenham
-
-
-
-
-
-
(1) Or date on which a person became an Executive KMP.
(2) Or date on which a person ceased being an Executive KMP.
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SUPERLOOP ANNUAL REPORT 2024
10.2 Other Securities Holdings
The number of options over ordinary shares in the Company held during the financial year by each Executive KMP,
including their personally related parties, is set out below:
Opening
Balance
1 July 2023(1)
Received
as part of
remuneration
Exercised
Expired/
Forfeited
Closing Balance
30 June 2024(2)
Vested and
Exercisable
Vested
during the
year
Paul Tyler
3,334,250
-
-
(1,000,000)
2,334,250
1,167,124
1,083,562
Dean Tognella
659,549
-
-
-
659,549
454,774
164,887
Luke Oxenham
350,000
-
-
(350,000)
-
-
-
(1) Or date on which a person became an Executive KMP.
(2) Or date on which a person ceased being an Executive KMP.
The number of performance rights over ordinary shares in the Company held during the financial year by each KMP,
including their personally related parties, is set out below:
Table 10.2.2 KMP Performance Rights Holdings
Opening
Balance
1 July 2023(1)
Received
as part of
remuneration
Exercised
Other
Movements(2)
Closing Balance
30 June 2024(3)
Vested and
Exercisable
Vested
during the
year
Paul Tyler
814,863
1,322,314
-
-
2,137,177
271,621
271,621
Dean Tognella
325,945
460,264
-
-
786,209
108,649
108,649
Luke Oxenham
347,675
-
115,892
(231,783)
-
-
115,892
(1) Or date on which a person became an Executive KMP.
(2) Mr Oxenham forfeited his unvested Performance Rights on resignation.
(3) Or date on which a person ceased being an Executive KMP.
10.3 Shares or options over shares in subsidiaries
Executive KMP do not hold any shares or options over shares in any subsidiaries of the Group.
10.4 Loans to Executive KMPs
There were no loans to Executive KMP during FY24 (FY23: $nil).
10.5 Other Transactions with Executive KMP
There were no other transactions with Executive KMP not otherwise disclosed in the Report.
This report is made in accordance with a resolution of the Board of Directors, in accordance with section 298(2) of the
Corporations Act 2001.
On behalf of the Directors
Peter O’Connell
Independent Chair & Non-Executive Director
21 August 2024
Paul Tyler
Chief Executive Officer & Managing Director
21 August 2024
SUPERLOOP LIMITED & CONTROLLED ENTITIES
71
72
SUPERLOOP ANNUAL REPORT 2024
SUPERLOOP LIMITED & CONTROLLED ENTITIES
73
Auditor's Independence
Declaration.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia
Phone: +61 7 3308 7000
21 August 2024
The Board of Directors
Superloop Limited
Level 9, 12 Shelley Street
Sydney, NSW 2000
Dear Directors
Auditor’s Independence Declaration to Superloop Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration
of independence to the directors of Superloop Limited.
As lead audit partner for the audit of the financial report of Superloop Limited for the year ended 30 June 2024,
I declare that to the best of my knowledge and belief, there have been no contraventions of:
• The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• Any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Tendai Mkwananzi
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
AUDITOR'S INDEPENDENT DECLARATION
Financial
Report.
30 June 2024
Consolidated Statement of Profit or Loss and Other Comprehensive Income
76
Consolidated Statement of Financial Position
77
Consolidated Statement of Changes in Equity
78
Consolidated Statement of Cash Flows
79
Notes to the Consolidated Financial Report
80
Consolidated entity disclosure statement
124
Directors’ declaration
127
These financial statements are the consolidated financial statements of the entity
consisting of Superloop Limited (ABN 96 169 263 094) and its controlled entities.
Superloop Limited is a company limited by shares, incorporated, and domiciled in
Australia. The financial statements are presented in the Australian currency.
Superloop’s registered office and principal place of business is Level 9, 12 Shelley
Street, Sydney, NSW 2000.
A description of the nature of the consolidated entity’s operations and its principal
activities is included in the Directors’ Report on page 30, which is not part of these
financial statements.
The financial statements were authorised for issue by the Directors on 21 August
2024. The Directors have the power to amend and reissue the financial statements.
76
SUPERLOOP ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
Note
30 June 2024
$'000
30 June 2023
$'000
Revenue
5
416,625
322,174
Other income
5
3,899
1,348
Total revenue and other income
420,524
323,522
Direct costs
(271,518)
(206,655)
Employee benefits expense
(53,856)
(48,567)
Share based payments expense
23
(7,283)
(5,360)
Professional fees
(2,839)
(2,430)
Marketing costs
(18,502)
(14,299)
Administrative and other expenses
(16,904)
(14,190)
Acquisition consideration treated as remuneration
(5,912)
(3,941)
Restructuring costs
(716)
–
Rebranding costs
–
(752)
Transaction costs
26
(4,453)
(1,693)
Total expenses
(381,983)
(297,887)
Earnings before interest, tax, depreciation, amortisation and foreign
exchange gains / losses (EBITDA)
38,541
25,635
Depreciation and amortisation expense
(71,321)
(69,065)
Impairment expense
6
–
(2,442)
Interest expense
7
(6,205)
(5,204)
Foreign exchange (losses) / gains
(300)
823
Loss before income tax
(39,285)
(50,253)
Income tax benefit
8
24,543
7,095
Loss for the year after tax attributable to the owners of Superloop Limited
(14,742)
(43,158)
Other comprehensive loss, net of income tax
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising from translation of foreign operations
(320)
(1,438)
Total other loss, net of income tax
(320)
(1,438)
Total comprehensive loss for the year attributable to the owners of Superloop Limited
(15,062)
(44,596)
Loss per share for loss attributable to the ordinary equity holders of the Group:
Note
Cents
Cents
Basic loss per share
31
(3.08)
(9.01)
Diluted loss per share
31
(3.08)
(9.01)
The notes following the financial statements form part of the financial report.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
77
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Note
30 June 2024
$'000
30 June 2023
$'000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
9
51,556
32,153
Trade and other receivables
10
32,392
21,251
Other current assets
11
19,318
13,232
Total Current Assets
103,266
66,636
NON-CURRENT ASSETS
Property, plant and equipment
12
123,963
126,693
Intangible assets
13
292,448
324,965
Other non-current assets
11
17,942
6,619
Deferred tax assets
14
14,656
998
Total Non-Current Assets
449,009
459,275
TOTAL ASSETS
552,275
525,911
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
15
77,052
52,994
Contingent and deferred consideration
1,345
4,041
Employee benefits
17
16,849
10,481
Deferred revenue
18
15,769
8,585
Interest-bearing loans and borrowings
16
4,034
46,492
Total Current Liabilities
115,049
122,593
NON-CURRENT LIABILITIES
Employee benefits
17
2,112
824
Deferred revenue
18
11,191
14,917
Interest-bearing loans and borrowings
16
56,201
10,335
Deferred tax liabilities
14
–
10,880
Total Non-Current Liabilities
69,504
36,956
TOTAL LIABILITIES
184,553
159,549
NET ASSETS
367,722
366,362
EQUITY
Contributed equity
19
625,739
615,350
Reserves
20
11,952
6,239
Other equity
(3,327)
(3,327)
Accumulated losses
(266,642)
(251,900)
TOTAL EQUITY
367,722
366,362
The notes following the financial statements form part of the financial report.
78
SUPERLOOP ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
For the year ended 30 June 2024
$'000
$'000
(Note 20)
$'000
(Note 1C (iii))
$'000
$'000
Balance at 1 July 2023
615,350
6,239
(3,327)
(251,900)
366,362
Loss for the year
–
–
–
(14,742)
(14,742)
Other comprehensive loss for the year
–
(320)
–
–
(320)
Total comprehensive loss for the year
–
(320)
–
(14,742)
(15,062)
Share based payments
–
7,283
–
–
7,283
Purchase of treasury shares
–
(1,250)
–
–
(1,250)
Issue of ordinary share capital
10,389
–
–
–
10,389
Balance at 30 June 2024
625,739
11,952
(3,327)
(266,642)
367,722
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
For the year ended 30 June 2023
$'000
$'000
(Note 20)
$'000
(Note 1C (iii))
$'000
$'000
Balance at 1 July 2022
623,967
4,317
(3,327)
(208,742)
416,215
Loss for the year
–
–
–
(43,158)
(43,158)
Other comprehensive loss for the year
–
(1,438)
–
–
(1,438)
Total comprehensive loss for the year
–
(1,438)
–
(43,158)
(44,596)
Share based payments
–
5,360
–
–
5,360
Purchase of treasury shares
–
(2,000)
–
–
(2,000)
Share buyback
(8,571)
–
–
–
(8,571)
Share buyback costs
(46)
–
–
–
(46)
Balance at 30 June 2023
615,350
6,239
(3,327)
(251,900)
366,362
The notes following the financial statements form part of the financial report.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
79
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Note
30 June 2024
$'000
30 June 2023
$'000
OPERATING ACTIVITIES
Receipts from customers
451,915
353,602
Payments to suppliers and employees
(395,271)
(307,960)
Transaction and rebranding costs
(2,952)
(2,445)
Income taxes paid (1)
(3,768)
–
Net cash inflow from operating activities
28
49,924
43,197
INVESTING ACTIVITIES
Acquisition of subsidiary
–
(23,526)
Interest received
512
730
Payments for property, plant and equipment
(17,518)
(16,857)
Payments for intangible assets
(7,455)
(37,928)
Proceeds received for sale of PPE & intangible assets
–
750
Deferred consideration payments
(55)
(600)
Net cash outflow from investing activities
(24,516)
(77,431)
FINANCING ACTIVITIES
Proceeds from issues of shares
49
–
Transaction costs paid in relation to buyback / issue of shares
–
(46)
Purchase of treasury shares
(1,250)
(2,000)
Lease payments
(6,528)
(6,165)
Proceeds from borrowings (net of fees)
16
48,000
15,000
Repayment of borrowings
16
(42,500)
(13,769)
Establishment fee on credit facility
(630)
–
Share buy-back
–
(8,571)
Interest paid
(2,848)
(2,825)
Net cash outflow from financing activities
(5,707)
(18,376)
Net increase/(decrease) in cash and cash equivalents held
19,701
(52,609)
Cash and cash equivalents at the beginning of the year
9
32,153
83,133
Foreign exchange movement in cash
(298)
1,630
Cash and cash equivalents at the end of the year
9
51,556
32,153
(1) Income tax paid in FY24 relates to payments made to the Inland Revenue Authority of Singapore (IRAS) by Superloop (Singapore) Pte Ltd.
The notes following the financial statements form part of the financial report.
Notes to the
Consolidated
Financial Report.
1. Summary of Accounting Policies
82
2. Application of New and Revised Accounting Standards
91
3. Critical Accounting Estimates and Judgement
92
4. Segment Information
93
5. Revenue
96
6. Impairment Expense
97
7. Interest Expense
97
8. Income Tax Expense
98
9. Cash and Cash Equivalents
98
10. Trade and Other Receivables
99
11. Other Assets
100
12. Property, Plant and Equipment
101
13. Intangible Assets
102
14. Deferred Taxes
105
15. Trade and Other Payables
106
16. Interest-Bearing Loans and Borrowings
106
17. Employee Benefits
107
18. Deferred Revenue
107
19. Contributed Equity
108
20. Reserves
110
21. Dividends
110
22. Key Management Personnel Disclosures
110
23. Share Based Payments
110
24. Remuneration of Auditors
113
25. Commitments and Contingencies
114
26. Transaction Costs
115
27. Related Party Transactions
115
28. Reconciliation of Loss After Income Tax to Net Cash Flow from Operating Activities
116
29. Non-Cash Transactions
116
30. Financial Risk Management
116
31. Earnings Per Share
119
32. Subsidiaries
120
33. Events Occurring After the Reporting Period
121
34. Parent Entity Financial Information
122
82
SUPERLOOP ANNUAL REPORT 2024
The principal accounting policies adopted in the
preparation of the consolidated financial statements are
set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
The financial statements are for the consolidated Group
consisting of Superloop Limited and its subsidiaries.
Superloop Limited is a public company limited by shares,
incorporated and domiciled in Australia.
(A) REPORTING YEAR AND
COMPARATIVE INFORMATION
These financial statements cover the period 1 July 2023
to 30 June 2024. The prior year covers the period 1 July
2022 to 30 June 2023. Comparative information has been
applied consistently to all periods presented herein.
(B) BASIS OF PREPARATION
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations Act
2001. Superloop Limited is a for-profit entity for the
purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Superloop
Group also comply with International Financial Reporting
Standards (‘IFRS’) as issued by the International
Accounting Standards Board (‘IASB’).
(ii) New and amended standards adopted by the Group
The Superloop Group has adopted all of the new,
revised or amending Accounting Standards and
interpretations issued by the Australian Accounting
Standards Board (‘AASB’) that are mandatory for the
current reporting period.
(iii) Early adoption of standards issued, but not effective
The Group has not elected to apply any pronouncements
before their operative date in the financial year beginning
1 July 2023.
(iv) Historical cost convention
These financial statements have been prepared under
the historical cost convention.
(v) Critical accounting estimates
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
Management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements are disclosed in Note 3.
(vi) Going concern
The financial statements have been prepared on the basis
that the Group is a going concern, able to realise assets in
the ordinary course of business and settle liabilities as and
when they fall due.
As at 30 June 2024, the Group’s current liabilities
exceed current assets by $11.8 million (30 June 2023:
$56.0 million).
Based on forecast profitability, cash flow from operating
activities and available funding capacity under the
Group’s debt facilities, the directors are of the opinion
that no material uncertainties exist in relation to events
or conditions which cast doubt on the Group’s ability
to continue as a going concern. The Group continually
monitors the working capital position and expects to be
able to manage its cash flows by, amongst other means,
controlling uncommitted expenditure to ensure that
adequate liquidity is maintained, and all obligations are
satisfied as and when they fall due.
(C) PRINCIPLE OF CONSOLIDATION
(i) Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and
has the ability to affect those returns through its power
to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred
to the Group. They are deconsolidated from the date that
control ceases. The acquisition method of accounting is
used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised
gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with
the policies adopted by the Group.
1. Summary of
Accounting Policies.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
83
NOTES TO THE CONSOLIDATED REPORT
(ii) Business Combinations
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value, as are the
identifiable net assets acquired.
When the consideration transferred by the Group in a
business combination includes a contingent consideration
arrangement, the contingent consideration is measured at
its acquisition-date fair value and included as part of the
consideration transferred in a business combination.
If contingent consideration is automatically forfeited upon
employment termination, such arrangements are classed
as remuneration for post-combination services and are
recorded in the Consolidated Statement of Profit or Loss in
accordance with AASB 119 Employee Benefits and AASB 2
Share-based Payments.
(iii) Business Combinations under Common Control
A business combination involving entities or businesses
under common control is a business combination in
which all of the combining entities or businesses are
ultimately controlled by the same party or parties both
before and after the business combination, and that the
control is not transitory.
Where an entity within the Group acquires an entity
under common control, the acquirer consolidates the
carrying values of the acquired entity’s assets and liabilities
from the date of acquisition. No fair value adjustments
are made to the acquired entity’s assets and liabilities
at the date of acquisition. The consolidated financial
statements of the Superloop Group include the acquired
entity’s income and expenses from the date of acquisition
onwards. Any difference between the fair value of the
consideration paid / transferred by the acquirer and the
net assets / (liabilities) of the acquired entity are taken to
the common control reserve within other equity.
This other equity relates to transactions during the period
ended 30 June 2015 to form the Group.
(D) SEGMENT REPORTING
Operating segments are reported in a manner consistent
with the operations of the Group and the internal
reporting provided to the chief operating decision maker,
as they are ultimately responsible for allocating resources
and assessing performance.
(E) REVENUE RECOGNITION
Rendering of Services
Superloop earns revenue from contracts with customers
primarily through the provision of telecommunications and
other related offerings. Superloop records revenue from
contracts with customers over time or at a point in time
on the delivery of the promised goods or services to the
customer in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for
those goods and services.
Revenue is recognised for the major business activities
as follows:
(i) Long term capacity revenue
Long term capacity arrangements (including rights-of-use
(‘IRU’) agreements) provide customers exclusive access to
fibre core capacity over an agreed contract term. These
arrangements include the initial provisioning of the fibres,
ongoing availability of capacity and maintenance of the
infrastructure over the contract term which form part of an
integrated service to the customer and is considered to
be a single performance obligation. The transaction price
is generally fixed, net of any upfront discounts given. The
customer receives and consumes the benefit of the service
simultaneously and revenue is recognised over time, as
the service is performed.
IRU agreements generally require the customer to make
payment upon the execution of the agreement. In these
cases, the Group receives most or all of the transaction
price at the inception of the contract, resulting in a
contract liability being recognised upfront and amortised
over the contract term. Contract liabilities are presented in
the Group’s consolidated statement of financial position as
deferred revenue.
At the inception of each IRU contract, in determining
the transaction price, Superloop gives consideration to
whether the timing of payments agreed to by the parties
to the contract provides the customer or the entity with
a significant benefit of financing the transfer of goods or
services to the customer. Factors considered take into
account the difference, if any, between the amount of
promised consideration and the cash selling price of the
promised goods or services, and the combined effect of
the expected length of time between when Superloop
transfers the promised goods or services to the customer
and when the customer pays for those goods or services
84
SUPERLOOP ANNUAL REPORT 2024
and the prevailing interest rates in the relevant market.
If a significant financing component is deemed to exist,
the transaction price is adjusted for the effects of the
time value of money, and for revenue to be recognised at
an amount that reflects the price that a customer would
have paid if the customer had paid cash for the goods or
services when (or as) they transfer to the customer (i.e. the
cash selling price).
When the period between transferring a good or service
and the customer paying for it will be one year or less,
Superloop will adopt the practical expedient available in
AASB 15 not to adjust the consideration for the effects of
a significant financing component and applies this policy
consistently to contracts with similar characteristics and in
similar circumstances.
The revenue in relation to long term capacity
arrangements and IRU’s are all recognised within the
Wholesale segment.
(ii) Services
Superloop provides a range of tailored services to
customers. Revenue associated with these arrangements is
recognised over time as the services are performed.
(iii) Wholesale
The Group’s Wholesale Aggregation product
“Superloop Connect” was launched in September of 2021
and is an automated platform that will allow customers
to self-serve SQ and order services to qualified NBN
locations. The intention behind the platform is to make
full use of the Superloop network capability and coverage
to make products and services available to customers
through an integrated self-service platform.
The Group has determined that under this contract there
are two separate performance obligations. The first being
arranging for the delivery of Access Virtual Circuit (AVC)
services provided by the NBN, and the second being the
delivery of AGVC services provided by the Group on its
owned Network.
The Group has determined that in relation to the
performance obligation of arranging the AVC services for
customers on the Superloop Connect product, it is acting
as an agent.
Consequently, in relation to the AVC services it arranges,
the Group only recognises revenue in the amount of any
fee or commission to which it expects to be entitled in
exchange for arranging for the specified goods or services
to be provided by the NBN.
The Group has determined that for the delivery obligation
of the AGVC services, it is acting as principal and as such
will account for the revenue of these services over time.
The Group has also determined the wholesale revenue
from customers who on-sell the telecommunication and
internet services provided by the NBN or other third party,
it is acting as an agent and consequently, the Group only
recognises revenue in the amount of fee or commission to
which it expects to be entitled in exchange for arranging
for the specified goods or services to be provided by the
NBN or other third party.
Sale of Goods
(i) Hardware and software sales
Superloop sells certain hardware and software products to
customers, including installation services as an integrated
offering with the respective hardware or software products.
Revenue in relation to hardware is recognised on delivery
at the point in time when the customer obtains control
of the goods. Software products are provided to the
customer on-premises with a right-to-use the software
as it exists when made available to the customer, generally
with no further service obligation once the product has
been installed. Revenue from distinct on-premises licenses
with no further service obligation is recognised upfront at
the point in time when the software is made available to
the customer.
There are some software products which require minor
ongoing maintenance and software upgrades that do not
significantly modify the form or function of the software
and are therefore accounted for as a performance
obligation distinct from the installed software. The
stand-alone selling price of the ongoing maintenance and
software updates has been determined using a residual
approach, by reference to the total transaction price less
the sum of the observable stand-alone selling price of the
installed software (using an expected cost plus margin
approach). Revenue associated with the ongoing service
obligation is recognised over the term of the contract.
(ii) Other Revenue
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group
reduces the carrying amount to its recoverable amount,
being the estimated future cash flow discounted at the
original effective interest rate of the instrument and
continues unwinding the discount as interest income.
Interest income on impaired loans is recognised using
the original effective interest rate.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
85
NOTES TO THE CONSOLIDATED REPORT
Research & Development Rebate - The Group applies
AASB 120 Accounting for Government Grants and
Disclosure of Government Assistance in accounting for
the Research & Development (R&D) Tax Offset. A credit is
recognised in profit before tax over the periods necessary
to match the benefit of the credit with the costs for which
it is intended to compensate. Such periods will depend
on whether the R&D costs are capitalised or expensed
as incurred. Where R&D costs are capitalised, the
government grant income is deferred and recognised over
the same period that such costs are amortised.
(F) CASH AND CASH EQUIVALENTS
For the purpose of presentation in the Consolidated
Statement of Cash Flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial
institutions and term deposits with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value. Bank overdrafts, if applicable,
are shown within borrowings in current liabilities in the
Consolidated Statement of Financial Position.
(G) TRADE RECEIVABLES
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost, less any
loss allowances. Trade receivables are generally due for
settlement within 30 days. They are presented as current
assets unless collection is not expected for more than
12 months after the reporting date.
The Group recognises lifetime expected credit losses (ECL)
for trade receivables. The expected credit losses on these
financial assets are estimated using a provision matrix
based on 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 the allowance for expected credit loss is
recognised in the Consolidated Statement of Profit or
Loss and Other Comprehensive Income within
administrative expenses. When a trade receivable for
which an allowance had been recognised becomes
uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously
written off are credited against other administrative
expenses in the Consolidated Statement of Profit or Loss
and Other Comprehensive Income.
If, in a subsequent period, the amount of the impairment
loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised
(such as an improvement in the debtor’s credit rating), the
reversal of the previously recognised impairment loss is
recognised against other administrative expenses in the
Consolidated Statement of Comprehensive Income.
(H) CONSUMPTION TAXES
Revenues, expenses and assets are recognised net of the
amount of associated consumption tax per jurisdiction,
unless the consumption based tax incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the
amount of consumption based tax receivable or payable.
The net amount of the consumption based tax recoverable
from, or payable to, the taxation authority is included
with other receivables or payables in the Consolidated
Statement of Financial Position.
Cash flows are presented on a gross basis. The
consumption based tax components of cash flows arising
from investing or financing activities which are recoverable
from, or payable to the taxation authority, are presented as
operating cash flows.
(I) INCOME TAX
The income tax expense or benefit for the year is the tax
payable on the current year's taxable income based on the
applicable income tax rate in each jurisdiction, adjusted by
changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of
the tax laws enacted or substantively enacted at the end
of the reporting year in each jurisdiction. Management
periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid
to the tax authorities.
Deferred income tax is provided in full, using the balance
sheet method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying
amounts in the financial statements. However, deferred
tax liabilities are not recognised if they arise from the
initial recognition of goodwill. Deferred income tax is also
not accounted for if it arises from initial recognition of
an asset or liability in a transaction other than a business
combination that at the time of the transaction affects
86
SUPERLOOP ANNUAL REPORT 2024
neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end
of the reporting year and are expected to apply when
the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are offset where the Group has a legally
enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in the Consolidated
Statement of Comprehensive Income, except to the extent
that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly
in equity, respectively. Deferred tax relating to items
recognised outside profit or loss is recognised outside
profit or loss. Deferred tax items are recognised in
correlation to the underlying transaction either in other
comprehensive income or directly in equity.
(J) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost
less depreciation and any impairment identified. Historical
cost includes expenditure that is directly attributable to
the acquisition of the items.
Subsequent costs are included in the asset's carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Group and the
cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate
asset is derecognised when replaced. All other repairs and
maintenance are charged to the Consolidated Statement
of Profit or Loss and Other Comprehensive Income during
the reporting year in which they are incurred.
Depreciation on other assets is calculated using the
straight-line method to allocate their cost, net of their
residual values, over their estimated useful lives or, in the
case of leasehold improvements and certain leased plant
and equipment, the lease term (if shorter) as follows:
Category
Useful life
Network assets
3-25 years
Communicaiton assets
3-25 years
Other assets
3-10 years
The assets' residual values and useful lives are reviewed,
and adjusted if appropriate, at the end of each
reporting period.
An asset's carrying amount is written down immediately
to its recoverable amount if the asset's carrying amount
is greater than its estimated recoverable amount. Gains
and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in
the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
(K) ASSETS IN THE COURSE OF CONSTRUCTION
Assets in the course of construction are shown at
historical cost. Historical cost includes directly
attributable expenditure on telecommunications
infrastructure which at reporting date, has not yet been
finalised and/or ready for use. Assets in the course of
construction are not depreciated.
Assets in the course of construction are transferred to
property, plant and equipment upon successful testing
and commissioning.
(L) INTANGIBLE ASSETS
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite
useful lives are amortised over the useful lives:
Category
Useful life
Rights and licences
3-15 years
Software
3-5 years
Customer relationships, brands
& trademarks
2-10 years
Intangible assets with finite useful lives are assessed
for impairment whenever there is an indication that the
intangible asset may be impaired. The useful life and
the amortisation method for an intangible asset with a
finite useful life are reviewed at least each financial year
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the
useful life or method, as appropriate, which is a change in
accounting estimate.
Intangible assets with indefinite useful lives are tested
for impairment annually, either individually or at the cash
generating unit level. Such intangibles are not amortised.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
87
NOTES TO THE CONSOLIDATED REPORT
The useful life of an intangible asset with an indefinite
useful life is reviewed each reporting year to determine
whether the indefinite useful life assessment continues to
be supportable. If not, the change in useful life assessment
from indefinite to finite is accounted for as a change in
an accounting estimate and is thus accounted for on a
prospective basis.
Indefeasible Rights to Use (‘IRUs’)
IRUs of capacity are recognised as intangible assets and
are amortised on a straight-line basis over the remaining
life of the contracts.
Goodwill
Goodwill acquired in a business combination is initially
measured at cost of the business combination being
the excess of the consideration transferred over the fair
value of the Group’s net identifiable assets acquired and
liabilities assumed. Goodwill has an indefinite useful
life and as such, is not amortised. The carrying value is
assessed at each reporting date against the value of the
cash generating units to which it is assigned.
Software
On the acquisition of a company, internally developed
software and systems are valued and brought to
account as intangible assets and valued at its amortised
replacement cost or discounted future earnings. Software
is amortised on a straight-line basis over the period of its
expected benefit.
Spectrum licenses
Spectrum licence assets acquired as part of a business
combination are measured at their fair value at the date of
acquisition. The amortisation of spectrum licence assets is
calculated on a straight-line basis over the expected useful
life of the asset based on the current renewal dates of
each licence.
Customer relationships, brands & trademarks
Customer relationships acquired have been valued on
acquisition using a multi-period excess earnings approach.
The fair value is calculated using an income-based
technique to forecast expected earnings and discount the
expected cash flows.
Customer brands (including trademarks) are valued using
the relief from royalty method utilising evidence based
median royalty rates from comparable assets.
Other intangibles
Other intangibles are amortised on a straight-line basis
over the period of their expected benefit.
(M) OTHER ASSETS
Capitalised contract costs
Capitalised contract costs include:
a. Costs to obtain customer contracts: Costs to obtain
customer contracts are capitalised when the costs are
incremental, i.e. would not have been incurred if the
contract had not been obtained and are recoverable
either directly via reimbursement by the customer or
indirectly through the contract margin. The capitalised
contract costs are amortised to the profit or loss over
the term that reflects the expected period of benefit
of the cost. This period may extend beyond the
initial contract term to the estimated customer life
or average customer life of the class of customers.
The amortisation pattern used is consistent with the
method used to measure progress and recognise
revenue for the related goods or services.
b. Costs to fulfil a customer contract: Set-up and other
costs, are recognised as an asset where it is probable
that the future economic benefits arising as a result of
the costs incurred will flow to the Group. These costs
are amortised over the period of the contract or the
period during which the future economic benefits are
expected to be obtained and reviewed for impairment
at the end of the financial year. Customer acquisition
costs that are not recognised as an asset are expensed
as incurred.
Contract assets
A contract asset arises when the group transfers goods or
services to a customer before the consideration is billed
to the customer. The contract asset represents the right to
consideration in exchange for goods or services that have
been transferred to a customer. Any amount previously
recognised as a contract asset is reclassified to receivables
at the point at which it is invoiced to the customer.
Contract assets are assessed and reviewed for impairment
at the end of the financial year.
88
SUPERLOOP ANNUAL REPORT 2024
(N) LEASES
When the Group leases an asset, a ‘right-of-use asset’
is recognised for the leased item and a lease liability
is recognised for any lease payments due at the lease
commencement date. The right-of-use asset is initially
measured at cost, being the present value of the lease
payments paid or payable, plus any initial direct
costs incurred in entering the lease and less any lease
incentives received.
Right-of-use assets are depreciated on a straight-line basis
from the commencement date to the end of the lease
term. The lease term is the non-cancellable period of the
lease plus any periods for which the Group is ‘reasonably
certain’ to exercise any extension options.
Lease liabilities are initially measured at the value of the
lease payments that are not paid at the commencement
date and are discounted using the incremental borrowing
rates of the applicable Group entity (the rate implicit in the
lease is used if it is readily determinable). Only fixed lease
payments for the term of the lease are included in the
lease liability.
After initial recognition, the lease liability is recorded
at amortised cost using the effective interest method.
It is remeasured when there is a change in future lease
payments arising from a change in an index or rate (e.g.
an inflation related increase) or if the Group's assessment
of the lease term changes; any change in the lease liability
as a result of these changes also results in a corresponding
change in the recorded right-of-use asset.
(O) IMPAIRMENT OF ASSETS
Intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes
in circumstances indicate that they might be impaired.
Other assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs
to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units).
With the exception of Goodwill, all assets are
subsequently reassessed for indications that an
impairment loss previously recognised may no longer
exist. An impairment loss recognised for Goodwill is not
reversed in subsequent periods.
(P) TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and
other payables are presented as current liabilities unless
payment is not due within 12 months from the reporting
date. They are recognised initially at their fair value and
subsequently measured at amortised cost using the
effective interest method.
(Q) BORROWINGS
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time
to get ready for their intended use or sale, are added to
the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. To the
extent that variable rate borrowings are used to finance
a qualifying asset and are hedged in an effective cash
flow hedge of interest rate risk, the effective portion of
the derivative is recognised in Consolidated Statement
of Profit or Loss and Other Comprehensive Income
and reclassified to profit or loss when the qualifying
asset affects profit or loss. To the extent that fixed rate
borrowings are used to finance a qualifying asset and
are hedged in an effective fair value hedge of interest
rate risk, the capitalised borrowing costs reflect the
hedged interest rate. Investment income earned on the
temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognised in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income over
the year of the borrowings using the effective interest
method. Fees paid on the establishment of loan facilities
are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will
be drawn down. In this case, the fee is deferred until the
draw down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn
down, the fee is capitalised as a prepayment for liquidity
services and amortised over the year of the facility to
which it relates.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
89
NOTES TO THE CONSOLIDATED REPORT
(R) EMPLOYEE BENEFITS
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary
benefits and annual leave expected to be settled within
12 months after the end of each reporting year in which
the employees render the related service are recognised
in respect of employees' services up to the end of the
reporting year and are measured at the amounts
expected to be paid when the liabilities are settled.
The liability for annual leave is recognised in the provision
for employee benefits.
(ii) Other long-term employee benefit obligations
The liability for long service leave and annual leave which
is not expected to be settled within 12 months after the
end of the reporting year in which the employees render
the related service is recognised in the provision for
employee benefits and measured as the present value
of expected future payments to be made in respect of
services provided by employees up to the end of the
reporting year using the projected unit credit method.
Consideration is given to expected future wage and salary
levels, experience of employee departures and periods
of service. Expected future payments are discounted
using market yields at the end of the reporting year on
high quality corporate bonds with terms to maturity and
currency that match, as closely as possible, the estimated
future cash outflows.
(iii) Retirement benefit obligations
Except for the statutory superannuation guarantee
charge, the Group does not have any other retirement
benefit obligations.
(iv) Share-based payments
Equity-settled share-based payments to employees and
others providing similar services are measured at the fair
value of the equity instruments at the grant date. This fair
value is expensed on a straight-line basis over the vesting
period with a corresponding increase in equity.
(S) CONTRIBUTED EQUITY
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown
in equity as a deduction, net of tax, from the proceeds.
(T) FOREIGN EXCHANGE
The financial statements are presented in Australian
dollars, which is the Group’s presentation currency.
(i) Foreign currency transactions
Foreign currency transactions are translated into the
functional currency of the entity using the exchange rates
prevailing at the date of the transactions.
(ii) Foreign operations
The assets and liabilities of foreign operations are
translated into the presentation currency (Australian
dollars) using the exchange rates as at the reporting date.
The revenues and expenses of the foreign operations
are translated into the presentation currency using the
average exchange rates, which approximate the rate at
the date of the transaction. All resulting foreign exchange
differences are recognised in other comprehensive income
through the foreign currency reserve in equity.
On the disposal of a foreign operation (i.e. a disposal
of the Group’s entire interest in a foreign operation, or
a disposal involving loss of control over a subsidiary
that includes a foreign operation or a partial disposal of
an interest in a joint arrangement or an associate that
includes a foreign operation of which the retained interest
becomes a financial asset), all of the exchange differences
accumulated in a foreign exchange translation reserve in
respect of that operation attributable to the owners of the
Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary
that includes a foreign operation that does not result
in the Group losing control over the subsidiary, the
proportionate share of accumulated exchange differences
are re-attributed to non-controlling interests and are not
recognised in profit or loss.
For all other partial disposals (i.e. partial disposals of
associates or joint arrangements that do not result in
the Group losing significant influence or joint control),
the proportionate share of the accumulated exchange
differences is reclassified to profit or loss.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing
rate. Exchange differences arising are recognised in other
comprehensive income.
90
SUPERLOOP ANNUAL REPORT 2024
(U) EARNINGS PER SHARE
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit / (loss) attributable to owners of the Group,
excluding any costs of servicing equity other than
ordinary shares
• by the weighted average number of ordinary shares
outstanding during the financial period, adjusted for
bonus elements in ordinary shares issued during the
year (Note 31).
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used
in the determination of basic earnings per share to take
into account:
• the after income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares, and
• the weighted average number of additional ordinary
shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
(V) ROUNDING OF AMOUNTS
The Company is of a kind referred to in the Australian
Securities and Investments Commission Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016 and issued pursuant to
section 341(1) of the Corporations Act 2001. In accordance
with that Instrument, amounts in the financial statements
have been rounded to the nearest thousand dollars, unless
otherwise indicated.
(W) HEDGING
Hedging of risk exposure can be carried out using
derivatives or physical instruments. Derivatives are
initially recognised at fair value at the date the derivative
contract is entered into and are subsequently remeasured
to their fair value at the end of each reporting period.
The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and
effective as a hedging instrument, in which event the
timing of the recognition in profit or loss depends on the
nature of the hedge relationship.
(X) HEDGE ACCOUNTING
Superloop designates certain hedging instruments as
either fair value hedges or cash flow hedges. Hedges of
foreign exchange risk on firm commitments are accounted
for as cash flow hedges.
(i) Cash flow hedge
The effective portion of changes in the fair value of
financial instruments that are designated and qualify
as cash flow hedges is recognised in other
comprehensive income and accumulated under the
heading of cash flow hedging reserve. The gain or
loss relating to the ineffective portion is recognised
immediately in profit or loss and is included in the
‘other gains and losses’ line item.
(ii) Fair Value hedge
Changes in the fair value of financial instruments that
are designated and qualify as fair value hedges are
recognised in profit or loss immediately, together with any
changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk. The change in
the fair value of the hedging instrument and the change
in the hedged item attributable to the hedged risk are
recognised in profit or loss in the line item relating to the
hedged item.
(Y) PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Superloop
Limited, disclosed in Note 34 has been prepared on the
same basis as the consolidated financial statements.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
91
NOTES TO THE CONSOLIDATED REPORT
2. Application of New and
Revised Accounting Standards.
At the date of the financial statements, the Group has not applied the following new and revised Australian Accounting
Standards, Interpretations and amendments that have been issued but are not yet effective:
Standard/amendment
Effective for annual reporting
periods beginning on or after
AASB 101 - Classification of liabilities as current or non-current/with covenants
(AASB 2020-1 and related amendments)
1 January 2024
AASB 16 - Lease liability in a sale and leaseback (AASB 2022-5)
1 January 2024
AASB 107 / AASB 7 - Supplier finance arrangements (AASB 2023-1)
1 January 2024
AASB 10 / AASB 128 - Sale or contribution of assets between an Investor and
its associate or joint venture (AASB 2014-10 and related amendments)
1 January 2025
AASB 1 / AASB 121 / AASB 1060 - Lack of exchangeability (AASB 2023-5)
1 January 2025
IFRS 18 - Presentation and disclosure in financial statements
1 January 2027
Management has evaluated the impact of the above Standards on the financial statements and have determined that
there will be no impact on the initial application of the above Standards.
92
SUPERLOOP ANNUAL REPORT 2024
3. Critical Accounting
Estimates and Judgement.
The preparation of the Group’s consolidated financial
statements requires Management to make estimates,
judgements and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures. These estimates and
judgements are continually evaluated against historical
experience and other factors, including expectations of
future events that may have a financial impact on the
Group and that are believed to be reasonable under the
circumstances. In the process of applying the Group’s
accounting policies, Management has made the following
estimates and judgements, which involved a higher
degree of judgement or complexity, and which have the
most significant effect on the amounts recognised in the
consolidated financial statements.
(i) Impairment Testing
In assessing impairment of goodwill, other tangible
and indefinite life intangible assets, in accordance with
accounting policy. Management estimates the recoverable
amount of each asset, cash-generating or group of cash
generating assets based on the greater of “Value in use”
or “Fair value less costs to sell”. Value in use is assessed
through a discounted cash flow analysis which includes
significant estimates and the use of assumptions, including
growth rates, estimated future cash flows and estimated
discount rates based on the current cost of capital, refer
to Note 13.
The identification of cash generating units (“CGU”) is an
area of significant judgement, given the interdependence
of the services and offerings. The Group’s identified CGU’s
are Consumer, Business and Wholesale.
With any change to the CGU’s and reporting segments,
in order to complete the impairment testing analysis,
it is also necessary to re-allocate shared COGS, Network
assets and intangible assets to the new CGU’s.
AASB 136 Impairment of Assets acknowledges that
some or all of the COGS, Assets and Goodwill may not
be readily assignable to a specific CGU. In this case the
Standard provides that those items may be allocated to
the CGUs on a ‘reasonable and consistent basis.’
The allocation framework adopted by the Group in
conducting the impairment testing is:
• Segment Specific – Where costs, assets or Goodwill
can be separately identified and allocated specifically
to a CGU, they will be allocated to that CGU.
• Shared Costs, Assets and Goodwill – In relation to
costs, assets or Goodwill that are not separately
identifiable and/or relate to more than one CGU
(i.e., Fibre cable of fixed wireless towers that carry
traffic for customers in all three segments) COGS
have been allocated on an estimated network usage
and Assets on the basis of the CGU’s estimated
relative value.
(ii) Deferred tax recoverability
Deferred tax assets are recognised to the extent that their
utilisation is probable. The utilisation of deferred tax assets
will depend on whether it is possible to generate sufficient
taxable income in the respective tax type and jurisdiction.
Various factors are used to assess the probability of the
future utilisation of deferred tax assets, including past
operating results, operational plans, and tax planning
strategies.
(iii) Useful life of assets
The economic life of property, plant and equipment, and
intangible assets is a critical accounting estimate, with the
ranges outlined in Note 1(J) and Note 1(L), respectively.
The useful economic life is the Board’s and Management’s
best estimate based on historical experiences and
industry knowledge. The Group reviews the estimated
useful lives at least at each reporting period. Should the
actual lives of these component parts be significantly
different this would impact the depreciation and
amortisation charge recognised.
(iv) Income taxes
The Group is subject to income taxes in each jurisdiction
that it operates. Estimation is required in determining the
provision for income taxes as there are certain transactions
and calculations undertaken during the ordinary course
of business for which the ultimate tax determination is
uncertain. The Group estimates its tax liabilities based on
the Group’s understanding of the tax law. Where the final
tax outcome of these matters is different from the amounts
that were initially recorded, such differences will impact
the current and deferred income tax assets and liabilities
in the year.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
93
NOTES TO THE CONSOLIDATED REPORT
4. Segment Information.
(A) DESCRIPTION OF SEGMENTS
Description of segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the
Executive Management team (the chief operating decision makers) in assessing performance and in determining the
allocation of resources. The operating segments are the three “market led” customer segments being Wholesale,
Business and Consumer.
Wholesale
The Wholesale segment is defined by large scale telecommunications, data and technology customers who purchase
various connectivity services to support their core business services, as well as Retail Internet Service Providers who
do not have access to a connectivity network of their own. The products sold in the Wholesale segment include NBN
Access, NBN Enterprise Ethernet, Internet Access & IP Transit, Australian Intercapital Capacity, Dark Fibre, Fixed
Wireless Access, International Ethernet, Wavelength and international (including ‘Indigo’) subsea cable capacity.
Business
The Business segment is defined by small, medium and large corporate customers who purchase connectivity services
to facilitate their core business. The products sold in the Business segment include NBN TC2 and Enterprise Ethernet,
Internet Access, Dark Fibre, Fixed Wireless Access, Third Party Access, Mobile 4G, SD-WAN, Security, VoIP and
Managed WiFi.
Consumer
The Consumer segment is defined by customers who purchase basic internet and mobile phone products for domestic
residential use.
The operations of the Group are reported in these segments to Superloop’s Executive Management team (chief
operating decision maker). Items not specifically related to an individual segment are classified as Group Shared
Services. Refer below for details of material items. The accounting policies of the segments are the same as the Group
(refer to Note 1).
94
SUPERLOOP ANNUAL REPORT 2024
(B) SEGMENT INFORMATION PROVIDED TO EXECUTIVE MANAGEMENT
The segment information provided to Management for the reportable segments is as follows:
Operating Segments for year ended 30 June 2024
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Revenue
48,025
104,041
264,559
416,625
Direct costs
(19,438)
(62,226)
(189,854)
(271,518)
Gross Margin
28,587
41,815
74,705
145,107
Other income
3,899
Operating expenses
(81,598)
Transaction Costs
(4,453)
Marketing costs
(18,502)
Depreciation and amortisation
(12,550)
(24,138)
(34,633)
(71,321)
Impairment expense
–
Acquisition consideration treated as remuneration
(5,912)
Interest, FX & other
(6,505)
Loss before income tax
(39,285)
Income tax benefit
24,543
Loss after tax attributable to the owners of Superloop Limited
(14,742)
Operating Segments as at 30 June 2024
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Non-current assets
Property, plant and equipment
30,008
44,649
49,306
123,963
Intangible assets excluding goodwill
(includes indefeasible rights to use)
29,572
42,951
53,129
125,652
Goodwill
40,167
44,423
82,206
166,796
Total
99,747
132,023
184,641
416,411
Australia represents 97.9% of revenue for the period from continuing operations on a geographical segment basis, and
there is no reliance on any significant customers.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
95
NOTES TO THE CONSOLIDATED REPORT
Operating Segments for year ended 30 June 2023
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Revenue and other income
43,911
99,780
179,831
323,522
Direct costs
(17,505)
(61,734)
(127,416)
(206,655)
Gross Margin
26,406
38,046
52,415
116,867
Operating expenses
(71,299)
Transaction Costs
(1,693)
Marketing costs
(14,299)
Depreciation and amortisation
(14,474)
(27,478)
(27,113)
(69,065)
Impairment expense
(2,442)
Acquisition consideration treated as remuneration
(3,941)
Interest, FX & other
(4,381)
Loss before income tax
(50,253)
Income tax benefit
7,095
Loss after tax attributable to the owners of Superloop Limited
(43,158)
Operating Segments as at 30 June 2023
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Non-current assets
Property, plant and equipment
32,266
44,057
50,370
126,693
Intangible assets excluding goodwill
(includes indefeasible rights to use)
39,867
49,617
68,685
158,169
Goodwill
40,167
44,423
82,206
166,796
Total
112,300
138,097
201,261
451,658
96
SUPERLOOP ANNUAL REPORT 2024
5. Revenue.
30 June 2024
$'000
30 June 2023
$'000
Revenue from ordinary activities
Rendering of Services
406,313
315,662
Sale of Goods
10,312
6,512
416,625
322,174
Other income
Interest income
512
730
Gain on sale of assets
–
618
Other income
3,387
–
3,899
1,348
Total revenue and other income
420,524
323,522
The transaction price allocated to unsatisfied performance obligations at 30 June 2024 are as set out below.
30 June 2024
$'000
30 June 2023
$'000
Long term capacity contracts
12,744
15,782
Billing in advance
14,216
7,720
Total
26,960
23,502
The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 30
June 2024 is $27.0 million (FY23: $23.5 million) of which $15.8 million (FY23: $8.6 million) is expected to be recognised
within the next year and the remaining amount will be recognised beyond 12 months over the life of the contracts on a
straight line basis. The future revenue primarily relates to the Group’s long-term capacity arrangements or IRUs. Refer to
revenue recognition accounting policy for further information. These contracts have contract terms of between 7 and 20
years, with a weighted average remaining term of 9 years.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
97
NOTES TO THE CONSOLIDATED REPORT
6. Impairment Expense.
During the year ended 30 June 2023, management assessed the carrying value of certain assets. Management
determined the recoverable amount was less than the current carrying value and booked an impairment in the
value of those assets accordingly.
30 June 2024
$'000
30 June 2023
$'000
Inventory
–
(943)
Customer relationships (net)
–
(609)
Other assets
–
(890)
Total impairment expense
–
(2,442)
7. Interest Expense.
30 June 2024
$'000
30 June 2023
$'000
Finance charge on lease liabilities
(478)
(752)
Interest on borrowings
(5,727)
(4,452)
Total interest expense
(6,205)
(5,204)
98
SUPERLOOP ANNUAL REPORT 2024
8. Income Tax Expense.
30 June 2024
$'000
30 June 2023
$'000
(a) Income tax recognised in profit or loss
In respect of the current year
(4,731)
–
In respect of prior years
22
145
Total current tax
(4,709)
145
Deferred tax
In respect of the current year
29,252
6,950
In respect of prior years
–
–
Total deferred tax
29,252
6,950
Total income tax benefit
24,543
7,095
(b) The income tax expense for the year can be reconciled to the accounting loss as follows:
Loss from continuing operations before income tax expense
(39,285)
(50,253)
Tax credit at the Australian tax rate of 30%
11,785
15,076
Non-deductible transaction costs
(722)
(129)
Non-deductible impairment expense
–
(733)
Non-deductible items
(4,334)
(33)
Non-deductible share-based payments
(2,185)
(1,608)
Effect of different tax rates of subsidiaries operating in other jurisdictions
9
(686)
Deferred taxes not recognised from unused tax losses and unused tax credits
–
(4,792)
Deferred taxes recognised in relation to prior year tax losses
19,990
–
Total income tax benefit
24,543
7,095
9. Cash and Cash Equivalents.
30 June 2024
$'000
30 June 2023
$'000
Cash at bank and on hand
51,545
24,125
Short term deposits
11
8,028
Total cash and cash equivalents
51,556
32,153
SUPERLOOP LIMITED & CONTROLLED ENTITIES
99
NOTES TO THE CONSOLIDATED REPORT
10. Trade and Other Receivables.
30 June 2024
Note
Current
$'000
Non-current
$'000
Total
$'000
Trade receivables
(A)
34,090
–
34,090
Allowance for expected credit losses
(B)
(3,285)
–
(3,285)
Net trade receivables
30,805
–
30,805
Other receivables
1,587
–
1,587
Total
32,392
–
32,392
30 June 2023
Note
Current
$'000
Non-current
$'000
Total
$'000
Trade receivables
(A)
22,911
–
22,911
Allowance for expected credit losses
(B)
(2,441)
–
(2,441)
Net trade receivables
20,470
–
20,470
Other receivables
781
–
781
Total
21,251
–
21,251
(A) PAST DUE BUT NOT IMPAIRED
Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the
reporting period for which the Group has not recognised an allowance for credit loss because there has not been a
significant change in credit risk and the amounts are still considered recoverable.
Age of trade receivables that are not impaired
30 June 2024
$'000
30 June 2023
$'000
0-30 days
27,578
18,335
31-60 days
1,322
1,471
61 – 90 days
940
–
90 days plus
965
664
Total
30,805
20,470
100
SUPERLOOP ANNUAL REPORT 2024
(B) AGING OF ALLOWANCE FOR EXPECTED CREDIT LOSS (“LOSS ALLOWANCE”)
As at 30 June 2024, the Group had a loss allowance of $3.3 million (2023: $2.4 million). Superloop applies the
AASB 9 simplified approach to measure expected credit loss ("ECL") which uses a lifetime expected loss allowance
for all trade receivables.
Aging of credit loss allowance
30 June 2024
$'000
30 June 2023
$'000
31-60 days
558
150
61 – 90 days
175
443
90 days plus
2,552
1,848
Total past due and impaired
3,285
2,441
Movement in credit loss allowance
30 June 2024
$'000
30 June 2023
$'000
Balance at beginning of the year
2,441
2,351
Impairment losses recognised on receivables
(809)
(1,393)
Allowance for expected credit losses
1,653
1,483
Balance at end of the year
3,285
2,441
11. Other Assets.
30 June 2024
$'000
30 June 2023
$'000
CURRENT
Prepayments
4,858
6,287
Capitalised contract costs
4,500
–
Contract assets
7,333
4,514
Inventory
2,627
2,431
Total other assets – current
19,318
13,232
NON-CURRENT
Other non-current assets
145
139
Capitalised contract costs
17,797
6,480
Total other assets – non-current
17,942
6,619
In accordance with AASB 15 Revenue from Contracts with Customers, shares issued in relation to the exclusive
wholesale broadband agreement with Origin Energy are accounted for as capitalised contract costs on issue
(30 June 2024: $10,340,075) and subsequently recognised in the income statement as a reduction in revenue over the
contract term. The amounts recognised in the income statement in a period are calculated based on the Origin Energy
subscriber volumes in the period, with the applicable rate reflecting the forecast total consideration and the forecast
total volumes over the contract term. Subject to achieving subscriber-based milestones, Origin Energy will be entitled
to receive up to $50,680,149 of share-based consideration including the amount already recognised at 30 June 2024.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
101
NOTES TO THE CONSOLIDATED REPORT
12. Property, Plant and Equipment.
30 June 2024
$'000
30 June 2023
$'000
CARRYING AMOUNTS OF:
Assets in the course of construction
4,450
5,357
Network assets
77,048
77,782
Communication assets
32,860
32,923
Other assets
9,605
10,631
Total
123,963
126,693
Assets in the
course of
construction
$'000
Network
assets
$'000
Communication
assets
$'000
Other
assets
$'000
Total
$'000
COST OR VALUATION:
Balance at 30 June 2022
464
88,911
79,564
16,363
185,302
Additions
17,042
51
3,360
1,022
21,475
Additions through business combination
–
913
1,298
167
2,378
Transfers
(12,155)
5,139
5,582
1,434
–
Disposals
–
–
(615)
(1,811)
(2,426)
Movement in foreign exchange
6
12
83
287
388
Balance at 30 June 2023
5,357
95,026
89,272
17,462
207,117
Additions
16,764
179
1,411
3,548
21,902
Transfers
(17,671)
3,805
13,246
620
–
Disposals
–
–
(1,199)
(453)
(1,652)
Movement in foreign exchange
–
(7)
(10)
–
(17)
Balance at 30 June 2024
4,450
99,003
102,720
21,177
227,350
ACCUMULATED DEPRECIATION AND IMPAIRMENT:
Balance at 30 June 2022
–
(13,008)
(41,480)
(3,543)
(58,031)
Depreciation charge
–
(4,234)
(15,023)
(3,965)
(23,222)
Disposals
–
–
206
742
948
Movement in foreign exchange
–
(2)
(52)
(65)
(119)
Balance at 30 June 2023
–
(17,244)
(56,349)
(6,831)
(80,424)
Depreciation charge
–
(4,713)
(14,019)
(4,893)
(23,625)
Disposals
–
–
497
156
653
Movement in foreign exchange
–
2
11
(4)
9
Balance at 30 June 2024
–
(21,955)
(69,860)
(11,572)
(103,387)
Carrying value at 30 June 2024
4,450
77,048
32,860
9,605
123,963
Carrying value at 30 June 2023
5,357
77,782
32,923
10,631
126,693
102
SUPERLOOP ANNUAL REPORT 2024
Property, plant and equipment includes $11.6 million carrying value of leased assets. A “right of use” asset is recognised
for leased items, with a lease liability recognised for lease payments due. “Right of use” asset additions during FY24
totalled $4.8 million.
Right of use asset
Communication
assets
$'000
Other
assets
$'000
Total
$'000
Carrying value at 30 June 2022
5,600
10,927
16,527
Additions
3,475
241
3,716
Depreciation charge
(3,069)
(2,316)
(5,385)
Disposals
(410)
(1,003)
(1,413)
Movements in foreign exchange
–
110
110
Carrying value at 30 June 2023
5,596
7,959
13,555
Additions
4,425
330
4,755
Depreciation charge
(3,668)
(2,360)
(6,028)
Disposals
(702)
(19)
(721)
Movements in foreign exchange
–
–
–
Carrying value at 30 June 2024
5,651
5,910
11,561
13. Intangible Assets.
30 June 2024
$'000
30 June 2023
$'000
CARRYING AMOUNTS OF:
Assets being developed
–
4,264
Rights and licences
59,423
70,711
Software
22,679
21,839
Customer relationships, brands and trademarks
43,550
61,355
Goodwill
166,796
166,796
Total intangible assets
292,448
324,965
SUPERLOOP LIMITED & CONTROLLED ENTITIES
103
NOTES TO THE CONSOLIDATED REPORT
Movements
Assets being
developed
$'000
Rights and
licences
$'000
Software
$'000
Customer
relationships,
brands &
trademarks
$'000
Goodwill
$'000
Total
$'000
COST OR VALUATION:
Balance as at 30 June 2022
1,219
82,265
31,168
98,223
191,225
404,100
Additions through business
combination
–
–
5,208
23,587
628
29,423
Additions
21,118
20,659
592
–
–
42,369
Transfers
(18,073)
2,728
2,446
12,899
–
–
Movement in foreign exchange
–
1,898
–
–
–
1,898
Balance as at 30 June 2023
4,264
107,550
39,414
134,709
191,853
477,790
Additions
8,927
6
177
–
–
9,110
Transfers
(13,191)
3,292
9,834
65
–
–
Movement in foreign exchange
–
(246)
–
–
–
(246)
Balance as at 30 June 2024
–
110,602
49,425
134,774
191,853
486,654
ACCUMULATED AMORTISATION AND IMPAIRMENT:
Balance as at 30 June 2022
–
(22,891)
(10,020)
(48,269)
(25,058)
(106,238)
Amortisation charge
–
(13,489)
(7,555)
(22,050)
–
(43,094)
Impairment charge
–
–
–
(3,037)
–
(3,037)
Movement in foreign exchange
–
(459)
–
2
1
(456)
Balance as at 30 June 2023
–
(36,839)
(17,575)
(73,354)
(25,057)
(152,825)
Amortisation charge
–
(14,498)
(9,171)
(17,870)
–
(41,539)
Movement in foreign exchange
–
158
–
–
–
158
Balance as at 30 June 2024
–
(51,179)
(26,746)
(91,224)
(25,057)
(194,206)
Carrying value at 30 June 2024
–
59,423
22,679
43,550
166,796
292,448
Carrying value at 30 June 2023
4,264
70,711
21,839
61,355
166,796
324,965
104
SUPERLOOP ANNUAL REPORT 2024
Intangible Assets includes the following carrying values of leased assets recorded as “right of use” asset for the leased
items as follows:
30 June 2024
$'000
30 June 2023
$'000
Carrying value, beginning
1,344
1,440
Amortisation charge
(96)
(96)
Carrying value, ending
1,248
1,344
Goodwill has been allocated for impairment testing purposes to the following operating segments, which represent
the lowest level within the Group at which the goodwill is monitored for internal management purposes. The operating
segments are comprised of cash-generating units or groups of cash-generating units.
30 June 2024
$'000
30 June 2023
$'000
Wholesale
40,167
40,167
Business
44,423
44,423
Consumer
82,206
82,206
Total goodwill
166,796
166,796
Goodwill and intangible assets with an indefinite useful
life are not subject to amortisation and are assessed for
impairment at least annually, or whenever an indication of
impairment arises.
An impairment loss relating to goodwill is recognised
for the amount by which the carrying amount of a group
of cash-generating units exceeds their recoverable
amount. The recoverable amount for each group of
cash-generating units is determined based on the higher
of fair value in use less costs of disposal or value in use.
An impairment loss recognised for goodwill is not reversed
in subsequent periods.
Management applies judgement to identify cash-
generating units and groups of cash-generating units.
Recoverable amounts and impairment assessment is
determined using a value in use calculation. Value in use
calculations require judgements to be made in relation to
cash flow forecasts and projections, terminal value growth
rates and discount rates.
The forecast cash flows are based on the financial year
ending 30 June 2025 budget with the cash flows beyond
the budget period projected over 5 years using annual
growth rates for each product within each cash-generating
unit based on historical earnings growth, current and
forecast trading conditions and business plans.
For the impairment analysis conducted at 30 June
2024, the range of cash flow inputs have been
determined as follows:
Revenue growth rates for years 1-5 of the value in use
model are based on most recent past performance,
management’s expectations of market development, the
expected expansion of market share and the inclusion
of new product capabilities such as the Wholesale
aggregation on white label products. Specifically, the
model revenue growth rates for each segment are:
• Wholesale segment - a range from 11.9% to 55.0%,
• Business segment - a range from 2% to 12.5%; and
• Consumer segment - a range from 14.7% to 37.3%.
The forecast Gross Margin reflects the above revenues
and a commensurate change in the associated cost of
goods sold which reflect volume-based increases
(in the case of NBN product resale), anticipated price
increases in other products, offset by efficiencies that
are delivered through ongoing leverage of the Group’s
purchasing power.
Operating Costs reflect the fixed costs of the CGUs,
which do not vary significantly with sales volumes or
prices, and also include management forecasts for these
and other corporate costs based on the current structure
of the business, adjusting for inflationary increases but
not reflecting any future restructurings or cost-saving
measures. The annual increase in operating costs over
years 1-5 in the value in use model range from 5% to 18%.
Annual Capital Expenditure reflects the expected cash
costs in the CGUs for hardware and software that is
developed to maintain the Network and support customer
growth initiatives. The growth in Capital expenditure per
year is not expected to be material and is based on an
annual capital expenditure envelope of around $25-$35m
per annum.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
105
NOTES TO THE CONSOLIDATED REPORT
A Terminal Value Growth rate is applied beyond the financial projection period and a post-tax discount rate has been
assumed, representing the long-term average and includes a risk-premium given the stage in the business cycle of the
Group’s business. Management have used the following key assumptions in determining the recoverable amount of each
group of cash-generating units to which goodwill has been allocated:
Terminal value growth rate
Discount rate
30 June 2024
30 June 2023
30 June 2024
30 June 2023
Consumer
3.00%
3.00%
12.00%
12.00%
Business
2.50%
2.50%
12.00%
12.00%
Wholesale
2.00%
2.00%
12.00%
12.00%
The Group has reviewed sensitivities on the key assumptions used to determine the recoverable amount for each CGU
to which goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions on
which the recoverable amount of the CGU’s is based would not cause the individual or aggregate carrying amounts to
exceed the individual or aggregate recoverable amounts of the related CGUs.
The Directors believe that appropriate sensitivities to include in the sensitivity analysis included a reduction in the
revenue growth rate and terminal value growth rate by 1.0%, or a 1.0% increase in the post-tax discount rate for each of
these cash-generating unit and groups of cash-generating units.
Whilst all of these sensitivities when individually performed would reduce the headroom between the value in use and
the carrying value of the CGU’s, under all of these scenarios, the carrying value of these CGU’s would remain below their
estimated value in use.
14. Deferred Taxes.
Note
30 June 2024
$'000
30 June 2023
$'000
RECOGNISED DEFERRED TAX ASSETS / (LIABILITIES) ATTRIBUTED TO:
Employee benefits
1,942
1,831
Expenses deductible in future periods
5,132
6,050
Tax credits from tax losses
27,749
12,490
Deferred revenue
2,081
886
Future deduction of share issue costs
1,121
1,166
Customer acquisition and equipment installations costs
(2,164)
(1,681)
Property, plant and equipment and intangible assets
(21,205)
(30,624)
Total deferred taxes
14,656
(9,882)
NET DTA/DTL BY JURISDICTION:
Deferred tax assets
14,656
998
Deferred tax (liabilities)
–
(10,880)
Total deferred taxes
14,656
(9,882)
The Group has unused tax losses of $126.5 million (FY23: $134.7 million) available for offset against future profits. At
reporting date, a deferred tax asset of $27.7 million (FY23: $12.5 million) has been recognised in the balance sheet in
respect of $92.5 million (FY23: $41.6 million) of such losses. No deferred tax asset has been recognised in respect of the
remaining $34.0 million (FY23: $93.1 million). Deferred tax assets are recognised where it is considered probable that
they will be recovered against taxable profits in the future.
106
SUPERLOOP ANNUAL REPORT 2024
15. Trade and Other Payables.
30 June 2024
$'000
30 June 2023
$'000
Trade payables
59,184
32,034
Other payables
6,544
8,955
Accrued expenses
11,324
8,078
Current tax liabilities
–
3,927
Total trade and other payables
77,052
52,994
16. Interest-bearing
Loans and Borrowings.
The Group had interest bearing loans and borrowings as at 30 June 2024 of $60.2 million (30 June 2023: $56.8 million).
The average effective interest rate on bank borrowing is approximately 6.73% (2023: 6.16%) per annum and rates
are determined as based on the leverage ratio tiered rate table plus the bank bill swap rate applicable to the term
to maturity.
On 21 July 2023, the Group refinanced its three-year revolving facility with Westpac, HSBC and ANZ increasing the
committed funding to $100 million with a maturity date of 30 September 2026. The facility can be used for working
capital, capital expenditures and permitted acquisitions. The Group is required to adhere to financial covenants,
including leverage ratio, minimum capital requirement and interest cover ratio.
Bank guarantees to the value of $2.9 million have been issued under the facility.
30 June 2024
$'000
30 June 2023
$'000
Current
Lease liability
4,034
4,351
Revolving debt facility drawn (net of transaction costs) (1)
–
42,141
Total current interest-bearing loans and borrowings
4,034
46,492
Non-current
Lease liability
8,652
10,335
Revolving debt facility drawn (net of transaction costs) (1)
47,549
–
Total non-current interest-bearing loans and borrowings
56,201
10,335
Total interest-bearing loans and borrowings
60,235
56,827
Total revolving debt facility limit
100,000
94,400
Less bank guarantees issued under the facility
(2,858)
(2,945)
Less amounts drawn (before transaction costs)
(48,000)
(42,500)
Revolving debt facility available
49,142
48,955
(1) The drawn debt amount is recognised net of transaction costs which are amortised over the term of the facility using the effective interest rate method.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
107
NOTES TO THE CONSOLIDATED REPORT
Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and
non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows
will be, classified in the Group’s consolidated cash flow statement as cash flows from financing activities.
30 June 2023
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2024
$'000
Bank loans (Note 16)
42,141
48,000
(42,500)
(92)
47,549
Total liabilities from financing activities
42,141
48,000
(42,500)
(92)
47,549
30 June 2022
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2023
$'000
Bank loans (Note 16)
40,316
15,000
(13,769)
594
42,141
Total liabilities from financing activities
40,316
15,000
(13,769)
594
42,141
17. Employee Benefits.
30 June 2024
$'000
30 June 2023
$'000
Current
16,849
10,481
Non-current
2,112
824
Total employee benefits
18,961
11,305
The employee benefits represent accrued annual leave, long service leave entitlements and earn out payments in
relation to the acquisition of VostroNet that are treated as a remuneration.
18. Deferred Revenue.
30 June 2024
$'000
30 June 2023
$'000
Current
15,769
8,585
Non-current
11,191
14,917
Total deferred revenue
26,960
23,502
Deferred revenue includes long-term capacity arrangements (rights-of-use (‘IRU’) agreements) which provide customers
exclusive access to fibre core capacity over an agreed contract term in addition to other customer contracts where
payment has been received but services not yet provided. The IRU arrangements include the initial provisioning of the
fibres, ongoing availability of capacity and maintenance of the infrastructure over the contract term which form part of
an integrated service to the customer and is considered to be a single performance obligation. The transaction price
is generally fixed, net of any upfront discounts given. The customer receives and consumes the benefit of the service
simultaneously and revenue is recognised over time, as the service is performed. For other customer contracts, revenue
is recognised once performance obligation is met.
108
SUPERLOOP ANNUAL REPORT 2024
The table below shows the movement of deferred revenue for the year.
Deferred revenue movement
30 June 2024
$'000
30 June 2023
$'000
Opening balance
23,502
21,401
Additions
13,521
10,181
Revenue recognised
(10,063)
(8,080)
Closing balance
26,960
23,502
19. Contributed Equity.
(A) SHARE CAPITAL
30 June 204
Number of shares
30 June 2023
Number of shares
30 June 2024
$'000
30 June 2023
$'000
Fully paid ordinary shares
485,458,251
475,560,561
640,046
629,657
Total share capital
485,458,251
475,560,561
640,046
629,657
Less: Buyback / Issue costs
–
–
(14,307)
(14,307)
Contributed equity
485,458,251
475,560,561
625,739
615,350
(B) MOVEMENTS IN ORDINARY SHARE CAPITAL
Date
Details
Number
of shares
Issue Price
$
Value
$
30-Jun-22
Balance
486,807,489
638,227,696
16-Aug-22
Share buyback
(1,572,000)
0.839
(1,319,304)
26-Sep-22
Share buyback
(2,177,387)
0.726
(1,580,411)
27-Oct-22
Share buyback
(3,060,613)
0.744
(2,277,584)
21-Nov-22
Share buyback
(3,386,732)
0.769
(2,604,152)
07-Dec-22
Share buyback
(1,050,196)
0.752
(789,328)
30-Jun-23
Balance
475,560,561
629,656,917
15-Mar-24
Shares issued in relation to exclusive wholesale
broadband agreement with Origin Energy
9,847,690
1.050
10,340,075
08-May-24
Securities issued under an employee incentive scheme
50,000
0.980
49,000
30-Jun-24
Balance
485,458,251
640,045,992
Superloop shares issued upon acquisition of VostroNet (15,613,979 shares at $0.672 per share) and being held in
escrow at 30 June 2024 have not been included as a movement in ordinary share capital. These have been assessed as
remuneration for accounting purposes.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
109
NOTES TO THE CONSOLIDATED REPORT
(C) ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in
proportion to the number of, and amounts paid on the shares held. On a show of hands every holder of ordinary shares
present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share, is entitled to one vote.
Ordinary shares have no par value and the Group does not have a limited amount of authorised capital.
(D) TREASURY SHARES
Treasury shares are purchased for use on vesting of employee share schemes. Treasury shares are accounted
for at weighted average cost. During 2024, 1,878,337 of Treasury shares were purchased on market for employee
share arrangements.
Movement in Treasury shares
2024
Number of shares
2023
Number of shares
Balance at 1 July
3,121,663
–
On-market purchases
1,878,337
3,121,663
Utilisation of Treasury shares on vesting of employee share scheme
(647,337)
–
Balance at 30 June
4,352,663
3,121,663
(E) DIVIDEND REINVESTMENT PLAN
The Group does not have a dividend reinvestment plan in place.
(F) CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard the ability to continue as a going concern, so that it
can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In future, the Directors may pursue other funding options such as other debt, sale
and leaseback of assets, additional equity and various other funding mechanisms as appropriate in order to undertake
its projects and deliver optimum shareholders’ return. The Group intends to maintain a gearing ratio appropriate for a
company of its size and stage of development.
30 June 2024
$'000
30 June 2023
$'000
Total borrowings (as per Note 16)
60,235
56,827
Less: cash and cash equivalents
(51,556)
(32,153)
Net debt
8,679
24,674
Total equity
367,722
366,362
Gearing ratio
2.4%
6.7%
The Group manages its capital structure by reviewing its gearing ratio to ensure it maintains an appropriate level of
gearing. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest-bearing
financial liabilities and derivative financial instruments, less cash and cash equivalents. Total capital is calculated as
equity, as shown in the Consolidated Statement of Financial Position. Including lease liabilities and net borrowing
transaction costs, the gearing ratio was 2.4% as at 30 June 2024 (FY23: 6.7%).
110
SUPERLOOP ANNUAL REPORT 2024
20. Reserves.
30 June 2024
$'000
30 June 2023
$'000
Share based payments
14,344
7,061
Treasury shares reserves
(3,250)
(2,000)
Foreign currency translation reserve1
858
1,178
Total reserves
11,952
6,239
(1) The assets and liabilities of foreign operations are translated into the presentation currency (Australian dollars) using the exchange rates as at the reporting date. The
revenues and expenses of the foreign operations are translated into the presentation currency using average exchange rates, which approximate the rate at the date of the
transaction. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency translation reserve.
21. Dividends.
No dividends were paid or declared in FY24 (FY23: Nil).
22. Key Management
Personnel Disclosures.
(A) KEY MANAGEMENT PERSONNEL COMPENSATION
30 June 2024
$
30 June 2023
$
Short term employee benefits
2,480,179
2,424,720
Post employment benefits
124,149
109,144
Share based payments
652,125
553,278
Total key management personnel compensation
3,256,453
3,087,142
Detailed remuneration disclosures are provided in the Remuneration Report.
23. Share Based Payments.
During the year, Key Management Personnel and other employees of the Group participated in long-term incentive
schemes. Total expense arising from share-based payment transactions in the year to 30 June 2024 was $7,282,723
(FY23: $5,360,289). Share based payment expense for the year includes $5,250,000 (FY23: $3,500,000) of share based
contingent consideration treated as remuneration in relation to the VostroNet Acquisition.
Shares required to meet the Share Options and Performance Rights obligation will be acquired by an employee share
trust on market and are held as treasury shares until such time as they become vested.
Performance Rights
Performance Rights are granted for $nil consideration. A performance right is a right to an allocation of ordinary
shares in Superloop Limited (at no cost) subject to continued employment at the vesting date. On the vesting date,
the number of Performance Rights that have vested will be automatically exercised and converted to ordinary shares
in Superloop Limited.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
111
NOTES TO THE CONSOLIDATED REPORT
The movement in the number of performance rights during the year is as follows:
Year
Beginning of the year
No.
Granted
No.
Forfeited
No.
Exercised
No.
Expired
No.
End of the year
No.
2024
4,033,485
5,237,705
(486,784)
(386,064)
–
8,398,342
2023
–
4,255,485
(222,000)
–
–
4,033,485
Details of performance rights is as follows:
Grant date
Number
of rights
Share Price at
Grant date
Fair Value at
Grant date
Vesting
date
Expiry
date
Exercise Price
$
01/07/2023
470,000
0.58
0.58
30/06/2024
01/07/2029
–
01/07/2023
470,000
0.58
0.58
30/06/2025
01/07/2030
–
01/10/2023
150,000
0.67
0.67
30/09/2024
30/09/2030
–
01/12/2023
10,000
0.67
0.67
30/11/2024
30/11/2029
–
01/12/2023
10,000
0.67
0.67
30/11/2024
30/11/2030
–
01/07/2023
3,939,705
0.58
0.58
30/06/2026
01/07/2033
–
01/07/2022
778,581
0.70
0.70
01/09/2023
01/07/2032
–
01/07/2022
882,882
0.70
0.70
01/09/2023
01/07/2032
–
01/07/2022
882,882
0.70
0.70
01/09/2023
01/07/2032
–
01/07/2022
256,129
0.70
0.70
01/07/2023
01/07/2037
–
01/07/2022
355,000
0.70
0.70
01/07/2024
01/07/2037
–
04/10/2022
1,000
0.66
0.66
01/07/2023
01/07/2037
–
04/10/2022
1,000
0.66
0.66
01/07/2024
01/07/2037
–
01/03/2023
10,000
0.62
0.62
01/04/2025
01/03/2038
–
01/03/2023
10,000
0.62
0.62
01/04/2026
01/03/2038
–
01/12/2022
57,054
0.73
0.73
01/09/2023
01/07/2032
–
01/12/2022
57,055
0.73
0.73
01/09/2024
01/07/2032
–
01/12/2022
57,055
0.73
0.73
01/09/2025
01/07/2032
–
Share Options
Each employee share option converts into one ordinary share of the Company on exercise. No amounts are paid
or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights.
Options may be exercised at any time from the date of vesting to the date of their expiry.
Options are exercisable at an exercise price and the vesting period varies from 1 to 4 years. Options are considered
expired if they remain unexercised from vesting to options expiration date. Options are forfeited if the employee leaves
the Group before the options vesting date unless the Board deems otherwise.
The movement in the number of share options during the year is as follows:
Year
Beginning of the year
No.
Granted
No.
Forfeited
No.
Exercised
No.
Expired
No.
End of the year
No.
2024
6,346,671
-
(750,000)
-
(1,000,000)
4,596,671
2023
8,378,052
50,000
(316,381)
–
(1,765,000)
6,346,671
112
SUPERLOOP ANNUAL REPORT 2024
Details of share options is as follows :
Grant date
Number
of rights
Share Price at
Grant date
Fair Value at
Grant date
Vesting
date
Expiry
date
Exercise Price
$
20/12/2021
25,000
1.16
0.29
20/12/2022
20/12/2026
0.98
20/12/2021
25,000
1.16
0.36
20/12/2023
20/12/2026
0.98
20/12/2021
25,000
1.16
0.43
20/12/2024
20/12/2026
0.98
20/12/2021
25,000
1.16
0.49
20/12/2025
20/12/2026
0.98
10/11/2021
12,500
1.23
0.34
10/11/2022
10/11/2026
0.98
10/11/2021
12,500
1.23
0.34
10/11/2023
10/11/2026
0.98
10/11/2021
12,500
1.23
0.34
10/11/2024
10/11/2026
0.98
10/11/2021
12,500
1.23
0.34
10/11/2025
10/11/2026
0.98
01/09/2021
376,019
1.03
0.20
01/09/2022
01/09/2026
0.98
01/09/2021
376,019
1.03
0.27
01/09/2023
01/09/2026
0.98
01/09/2021
376,019
1.03
0.34
01/09/2024
01/09/2026
0.98
01/09/2021
376,019
1.03
0.39
01/09/2025
01/09/2026
0.98
18/11/2020
1,000,000
0.72
0.111
01/10/2023
01/10/2023
1.34
18/11/2020
1,000,000
0.72
0.125
01/10/2024
01/10/2023
1.47
01/09/2020
211,393
1.10
0.142
01/09/2021
01/09/2025
1.26
01/09/2020
181,028
1.10
0.164
01/09/2022
01/09/2025
1.39
01/09/2020
181,027
1.10
0.179
01/09/2023
01/09/2025
1.53
01/09/2020
181,027
1.10
0.189
01/09/2024
01/09/2025
1.68
12/02/2020
64,356
0.92
0.142
01/09/2020
01/09/2025
1.11
12/02/2020
64,356
0.92
0.164
01/09/2021
01/09/2025
1.22
12/02/2020
29,703
0.92
0.179
01/09/2022
01/09/2025
1.34
12/02/2020
29,703
0.92
0.189
01/09/2023
01/09/2025
1.47
There were no modifications to the awards during the year.
(A) OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no other transactions with Key Management Personnel during the year not otherwise disclosed
in the report in Note 27.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
113
NOTES TO THE CONSOLIDATED REPORT
24. Remuneration of Auditors.
During the year the following fees were paid or payable for services provided by the auditor of the parent entity,
its related practices and non-related audit firms:
(A) DELOITTE TOUCHE TOHMATSU
30 June 2024
$
30 June 2023
$
Deloitte and related network firms *
Audit or review of financial reports:
- Group
520,000
547,450
- Subsidiaries
33,845
21,167
Other assurance and agreed-upon procedures under other legislation or
contractual arrangements
8,986
18,578
Total remuneration of Deloitte Touche Tohmatsu
562,831
587,195
* The auditor of Superloop Limited is Deloitte Touche Tohmatsu
The Group may decide to employ the auditor (Deloitte) on assignments additional to their statutory audit duties where
the auditor's expertise and experience with the Group are important. Details of the amounts paid or payable to the
auditor for audit and non-audit services provided during the year are set out above.
The Board of Directors has considered the position and, in accordance with advice received from the Audit Committee,
is satisfied that the provision of the non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by
the auditor, as set out above, did not compromise the auditor independence requirements of the Corporations Act 2001
for the following reasons:
•
all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and
objectivity of the auditor;
•
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants.
(B) NON-DELOITTE AUDIT FIRMS
Superloop Limited did not engage with any other non-Deloitte audit firms.
114
SUPERLOOP ANNUAL REPORT 2024
25. Commitments and Contingencies.
(A) CAPITAL COMMITMENTS
Capital expenditure contracted for at the end of each reporting year but not recognised as liabilities is as follows:
30 June 2024
$'000
30 June 2023
$ '000
Property, plant and equipment
10,857
6,859
Total capital commitments
10,857
6,859
Capital commitments relate to contractual commitments associated with network expansion.
(B) CONTINGENT ASSETS
The Group did not have any contingent assets during the year or as at the date of this report.
(C) CONTINGENT LIABILITIES
Litigation is in process against the company and its directors relating to a dispute with Aussie Broadband Limited (ABB)
who alleges that a notice given by the company’s directors to ABB on 15 March 2024 (the Notice), which required ABB
to dispose of certain shares in the company which were acquired by ABB in breach of the company’s constitution (the
Excess Shares), was unnecessary, not given for a proper purpose and/or oppressive.
ABB claims an order that directors compensate ABB for loss allegedly suffered by ABB as a result of ABB’s compliance
with the Notice, which is said by ABB to include a capital gains tax liability of approximately $3.68 million claimed
to have been incurred by ABB upon disposal of the Shares (ABB Loss). Depending upon the basis for any award of
damages in favour of ABB, the company may be liable to indemnify directors for any ABB Loss they might be ordered
to pay ABB in the event ABB’s claim were to be successful.
The information usually required by AASB 137 Provisions, Contingent Liabilities and Contingent Assets is not disclosed
on the grounds that it can be expected to prejudice seriously the outcome of the litigation.
The proceeding is being vigorously defended, ABB has already been unsuccessful in its attempt to obtain an
injunction to restrain the company from giving effect to the Notice (and subsequently sold the Excess Shares as
required by the Notice) and directors are of the opinion that ABB’s claim can be successfully resisted by both the
company and directors.
The Group did not have any other material contingent liabilities during the year or as at the date of this report.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
115
NOTES TO THE CONSOLIDATED REPORT
26. Transaction Costs.
In the course of strategic merger, acquisition and other activity, the Group incurs associated costs associated and the
subsequent integration or separation of those entities or assets into or from the remainder of the Group's operations.
In FY24 transaction costs incurred predominantly relate to professional services sourced in relation to Symbio proposed
acquisition and ABB takeover offer and subsequent litigation.
The components of the transaction costs for each of FY24 and FY23 included in the income statement in accordance
were as follows:
30 June 2024
$'000
30 June 2023
$ '000
Adviser Fees (1)
4,425
1,477
Integration – Network (2)
6
–
Integration – Operational (3)
22
216
Total Transaction Costs
4,453
1,693
Notes: Description of Costs included in Transaction Costs
(1) Adviser Fees relate to external legal and professional fees incurred relating to the transactions.
(2) Network Integration costs relate to costs associated with the migration of customers and services onto the Superloop network.
(3) Operational Integration costs relate to costs associated with the migration and integration of systems, processes, software and brands on the Superloop operational
platform and includes the costs of the internal acquisitions department.
27. Related Party Transactions.
The following is a summary of transactions with related parties for the financial year:
Customer agreement with Rising Sun Pictures
Superloop has entered into a customer agreement for the provision of connectivity services to Rising Sun Pictures.
Non-Executive Director, Mr Tony Clark, is Managing Director of Rising Sun Pictures and has significant influence over
the business. The agreement is on an arm’s length basis. During FY24, fees earned from Rising Sun Pictures totalled
$228,414 (FY23: $151,730). Net receivables from Rising Sun Pictures at 30 June 2024 is $9,680 (FY23: $102,890).
Customer agreement with Edge Data Centres Pty Ltd
In FY24, Superloop has entered into a customer agreement for the provision of unlimited data services to Edge Data
Centres Pty Ltd. Non-Executive Director, Drew Kelton, is Non-Executive Chair and shareholder of Edge Data Centres
Pty Ltd and has significant influence over the business. The agreement is on an arm’s length basis. During FY24, fees
earned from Edge Data Centres Pty Ltd totalled $10,514 (FY23: $18,080). Net receivables from Edge Data Centres Pty
Ltd at 30 June 2024 is $nil (FY23: $nil).
PROVISION OF SERVICES TO / FROM RELATED PARTIES
30 June 2024
$
30 June 2023
$
SALES OF GOODS / SERVICES
Revenue earned from related parties
238,928
169,810
BALANCE OUTSTANDING AT THE END OF THE YEAR
Receivables
9,680
102,890
116
SUPERLOOP ANNUAL REPORT 2024
28. Reconciliation of Loss After Income Tax
to Net Cash Flow from Operating Activities.
30 June 2024
$'000
30 June 2023
$ '000
Loss for the year after income tax
(14,742)
(43,158)
Adjustments for:
Depreciation and amortisation
71,321
69,065
Impairment
–
2,442
Share based payments expense
7,283
5,360
Interest income
(512)
(730)
Interest expense
6,205
5,204
Foreign exchange losses / (gains)
300
(823)
Other income / gain on disposal of assets
(2,641)
(618)
Contingent consideration treated as remuneration
5,912
3,941
Change in operating assets and liabilities
Increase in trade debtors
(12,783)
(3,295)
Increase in prepayments and other receivables
(13,231)
(7,504)
Increase in trade creditors and other payables
19,960
13,208
Increase in deferred revenue
3,506
1,133
Increase in provisions
7,657
5,949
Decrease in tax related balances
(28,311)
(6,977)
Net cash inflows from operating activities
49,924
43,197
29. Non-cash Transactions.
During the year, the Group entered into a number of intangible IRU non-cash investing activities which are not reflected
in the consolidated statement of cash flows FY24: $1.8 million (FY23: $1.8 million).
30. Financial Risk Management.
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the Group.
In terms of fair value measurement, the carrying value of the Group’s financial assets are set out in Note 9 “Cash and
cash equivalents” and Note 10 “Trade and other receivables”. For all financial assets held at amortised cost the carrying
values approximate fair value. The carrying value of the Group’s financial liabilities are set out in Notes 15 “Trade and
other payables” and Note 16 “Interest-bearing loans and borrowings”. For the Trade and other payables and interest-
bearing loans and borrowings, the carrying values approximate fair value.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
117
NOTES TO THE CONSOLIDATED REPORT
The Group holds the following financial instruments measured at fair value:
Level 1 -
Quoted prices
in active
markets
$'000
Level 2 -
Significant
observable
inputs
$ '000
Level 3 -
Significant
unobservable
inputs
$ '000
Total
$ '000
30 June 2024
Financial liabilities measured at fair value
Contingent consideration
–
1,000
–
1,000
Total financial liabilities
–
1,000
–
1,000
30 June 2023
Financial liabilities measured at fair value
Contingent consideration
–
3,641
–
3,641
Total financial liabilities
–
3,641
–
3,641
(A) MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: foreign exchange risk, price risk and interest rate risk.
(i) Foreign exchange risk
Superloop is exposed to exchange rate movements, in particular movements in the A$/US$ rate, A$/SG$, SG$/US$,
A$/NZ$, A$/PHP and A$/LKR. Because a proportion of Superloop’s payments for employment, inventory and
construction work are made or are expected to be made in foreign currency, primarily US dollars, movements in
exchange rates impact on the amount paid for assets, inventory and construction work. Also, because a proportion
of Superloop’s revenues and profits are earned in Singapore, movements in exchange rates impact on the translation
of account balances in Superloop’s Singapore operations. Therefore, movements in exchange rates, particularly the
A$/US$ rate, the A$/SG$, SG$/US$, A$/NZ$, A$/PHP and A$/LKR rate, may have an impact on Superloop’s financial
position and performance.
The Group has reduced the potential impact of exchange rate movements in contracted foreign currency obligations
through the use of derivative foreign exchange contracts, none of which were open as at 30 June 2024.
(ii) Price risk
The Group is not exposed to any equity securities price risk or commodity price risk.
(iii) Cash flow and fair value interest rate risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument
will fluctuate due to changes in market interest rates.
The Group’s main interest rate risk arises from its cash at bank, term deposits (refer Note 9), and the Group’s
interest-bearing liabilities. The Group mitigates potential exposure to a movement in interest rates via the use
of a derivative interest rate swap when required.
(iv) Sensitivity
At 30 June 2024, if interest rates had increased by 100 basis points or decreased by 100 basis points from the year
end rates, and the cash balances remained constant for the year along with all other variables, loss before tax for the
year would be impacted $453k higher / lower.
118
SUPERLOOP ANNUAL REPORT 2024
(B) CREDIT RISK
Credit risk arises from cash and cash equivalents, trade receivables, other receivables and loans receivable.
(i) Cash and cash equivalents
Deposits are placed with Australian banks.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external
credit ratings (if available) or to historical information about counterparty default rates:
Cash at bank and short term deposits
30 June 2024
$'000
30 June 2023
$'000
AA - rated
51,556
32,153
In determining the credit quality of the financial assets, Superloop has used the long-term rating from Standard & Poor’s.
(ii) Trade receivables
Customer credit risk is managed by performing a credit assessment of customers. The Group’s standard payment terms
are 30 days, but the Group may agree to longer payment terms. The Group does not require collateral in respect of
financial assets. Outstanding customer receivables are monitored regularly.
The Group aims to minimise concentration of credit risk by undertaking transactions with a large number of customers.
In addition, receivable balances are monitored on an ongoing basis with the intention that the Group’s exposure to bad
debts is minimised. As at 30 June 2024, the Group had $34.1 million customer trade receivables (refer Note 10).
(C) LIQUIDITY RISK
Superloop’s business is capital intensive in nature, and the continued growth of the Company relies on the acquisition
and development of new telecommunications infrastructure and ongoing maintenance of existing telecommunications
infrastructure. Superloop requires sufficient access to debt and equity capital to fund this expenditure.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due. Failure to obtain
capital on favourable terms may hinder Superloop’s ability to expand and pursue growth opportunities, which may reduce
competitiveness and have an adverse effect on the financial performance, position and growth prospects of the Company.
The Group believes the re-financed senior debt facility, together with cash flows from operations, provides sufficient
capital to fund its expected working capital requirements for at least the next 12 months.
Contractual maturities
of financial liabilities
Within 12
months
$'000
Between 1
and 5 years
$'000
Over 5 years
$'000
Total contractual
cash flows
$'000
Carrying
amount
$'000
30 June 2024
Trade and other payables
77,052
–
–
77,052
77,052
Interest-bearing borrowings
4,285
55,761
640
60,686
60,235
Total non-derivatives
81,337
55,761
640
137,738
137,287
30 June 2023
Trade and other payables
52,994
–
–
52,994
52,994
Interest-bearing borrowings
46,851
9,205
1,131
57,187
56,827
Total non-derivatives
99,845
9,205
1,131
110,181
109,821
SUPERLOOP LIMITED & CONTROLLED ENTITIES
119
NOTES TO THE CONSOLIDATED REPORT
31. Earnings Per Share.
(A) EARNINGS PER SHARE
30 June 2024
Cents
30 June 2023
Cents
Basic loss per share attributable to the ordinary equity holders of the Group
(3.08)
(9.01)
(B) DILUTED EARNINGS PER SHARE
30 June 2024
Cents
30 June 2023
Cents
Diluted loss per share attributable to the ordinary equity holders of the Group
(3.08)
(9.01)
(C) RECONCILIATIONS OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 June 2024
Cents
30 June 2023
Cents
Basic Earnings Per Share
Loss attributable to the ordinary equity holders of the Group
used in calculating basic losses per share
(14,742)
(43,158)
Diluted Earnings Per Share
Loss from continuing operations attributable to the ordinary
equity holders of the Group
(14,742)
(43,158)
(D) WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
30 June 2024
Number of shares
30 June 2023
Number of shares
Weighted average number of ordinary shares used as
the denominator in calculating basic earnings per share
478,454,678
479,051,467
Effects of dilution from:
Performance rights
–
–
Share options
–
–
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
478,454,678
479,051,467
Performance rights and Share Options granted to employees under the Performance Rights and Options Plan are
considered to be potential ordinary shares. These have not been included in the calculation of diluted earnings per
share because potential ordinary shares that would reduce a loss per share are not considered to be dilutive.
120
SUPERLOOP ANNUAL REPORT 2024
32. Subsidiaries.
Country of
incorporation
Class of
shares
30 June 2024
%
30 June 2023
%
Superloop (Australia) Pty Ltd (1)
Australia
Ordinary
100%
100%
Superloop (Singapore) Pte Ltd
Singapore
Ordinary
100%
100%
Superloop (Japan) K.K.
Japan
Ordinary
100%
100%
APEXN Pty Ltd (1)
Australia
Ordinary
100%
100%
Superbb Pty Ltd
Australia
Ordinary
100%
100%
CINENET Systems Pty Ltd (1)
Australia
Ordinary
100%
100%
BigAir Group Pty Ltd (1) (2)
Australia
Ordinary
100%
100%
Clever Communications Australia Pty Ltd (1)
Australia
Ordinary
100%
100%
Clever Communications Operations Pty Ltd (1)
Australia
Ordinary
100%
100%
Saise Pty Ltd (1)
Australia
Ordinary
100%
100%
Access Providers Group Pty Ltd (1)
Australia
Ordinary
100%
100%
Activ Australia Pty Ltd (1)
Australia
Ordinary
100%
100%
BigAir Universe Broadband Pty Ltd (1)
Australia
Ordinary
100%
100%
BigAir Community Broadband Pty Ltd (1)
Australia
Ordinary
100%
100%
Allegro Networks Pty Ltd (1)
Australia
Ordinary
100%
100%
Radiocorp Pty Ltd (1)
Australia
Ordinary
100%
100%
Link Innovations Pty Ltd (1)
Australia
Ordinary
100%
100%
Intelligent IP Communications Pty Ltd (1)
Australia
Ordinary
100%
100%
BigAir Cloud Managed Services Pty Ltd (1)
Australia
Ordinary
100%
100%
Unistar Enterprises Pty Ltd (1)
Australia
Ordinary
100%
100%
Oriel Technologies Pty Ltd (1)
Australia
Ordinary
100%
100%
Integrated Data Labs Pty Ltd (1)
Australia
Ordinary
100%
100%
Applaud IT Pty Ltd (1)
Australia
Ordinary
100%
100%
CyberHound Pty Ltd (1)
Australia
Ordinary
100%
100%
SubPartners Pty Ltd (1)
Australia
Ordinary
100%
100%
SubPartners Pte Ltd
Singapore
Ordinary
100%
100%
Nuskope Pty Ltd (1)
Australia
Ordinary
100%
100%
GX2 Holdings Pty Ltd (1)
Australia
Ordinary
100%
100%
GX2 Technology Pty Ltd (1)
Australia
Ordinary
100%
100%
My Gossip Pty Ltd (1)
Australia
Ordinary
100%
100%
GX2 Communications Pty Ltd (1)
Australia
Ordinary
100%
100%
Global Gossip LLC
USA
Ordinary
100%
100%
GX2 Technology Pte Ltd
Fiji
Ordinary
100%
100%
GX2 Technology Limited
New Zealand
Ordinary
100%
100%
Superloop (Operations) Pty Ltd (1)
Australia
Ordinary
100%
100%
Superloop (Services) Pty Ltd (1)
Australia
Ordinary
100%
100%
Superloop Software Pty Ltd (1)
Australia
Ordinary
100%
100%
Superloop Broadband Pty Ltd (1)
Australia
Ordinary
100%
100%
Exetel Pty Ltd (1) (2)
Australia
Ordinary
100%
100%
Superloop Communications (Private) Ltd (3)
Sri Lanka
Ordinary
100%
100%
Acurus Holdings Pty Ltd (1)
Australia
Ordinary
100%
100%
Acurus Pty Ltd (1)
Australia
Ordinary
100%
100%
SUPERLOOP LIMITED & CONTROLLED ENTITIES
121
NOTES TO THE CONSOLIDATED REPORT
Acurus Networks Pty Ltd (1)
Australia
Ordinary
100%
100%
Acurus Solutions Pty Ltd (1)
Australia
Ordinary
100%
100%
Tomi Broadband Pty Ltd (1)
Australia
Ordinary
100%
100%
Superloop Employee Share Trust Plan (4)
Australia
Ordinary
100%
100%
VostroNet Holdings Pty Ltd (1)
Australia
Ordinary
100%
100%
VostroNet (Australia) Pty Ltd (1)
Australia
Ordinary
100%
100%
VostroNet Infrastructure Pty Ltd (1)
Australia
Ordinary
100%
100%
VostroNet (New Zealand) Limited
New Zealand
Ordinary
100%
100%
(1) These wholly-owned subsidiaries are members of the Australian tax-consolidated group.
(2) These entities along with Superloop Limited are party to the deed of cross guarantee, Pursuant to the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785
(ASIC Instrument), for the principal purpose of enabling these entities to take advantage of relief from the requirements of the Corporations Act to prepare and lodge a
financial report.
(3) Previously known as Exetel Communications Pvt Ltd.
(4) Superloop Employee Share Trust plan is controlled by the Company and is consolidated in the consolidated financial statements.
33. Events Occurring After
the Reporting Period.
There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly
affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state
of affairs of the consolidated entity in future financial years.
122
SUPERLOOP ANNUAL REPORT 2024
34. Parent Entity Financial Information.
(i) Summary of financial information
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, except as set out below. Refer to Note 1
for a summary of the significant accounting policies relating to the Group.
Tax consolidation
The company and its wholly owned Australian resident entities are members of a tax-consolidated group under
Australian tax law. The company is the head entity within the tax-consolidated group. In addition to its own current and
deferred tax amounts, the company also recognises the current tax liabilities and assets and deferred tax assets arising
from unused tax losses and relevant tax credits of the members of the tax-consolidated group.
30 June 2024
$'000
30 June 2023
$'000
ASSETS
Current assets
651
14,214
Non-current assets
480,016
480,016
TOTAL ASSETS
480,667
494,230
LIABILITIES
Current liabilities
13,696
15,737
Non-current liabilities
160,014
166,120
TOTAL LIABILITIES
173,710
181,857
EQUITY
Contributed equity
625,739
615,350
Dividends paid
(1,050)
(1,050)
Reserves
7,767
3,734
Accumulated losses
(325,499)
(305,661)
TOTAL EQUITY
306,957
312,373
Loss for the year
(19,838)
(5,568)
Total comprehensive loss for the year
(19,838)
(5,568)
CONTINGENT LIABILITIES OF SUPERLOOP LIMITED (PARENT ENTITY)
As at 30 June 2024, Superloop Limited did not have any contingent liabilities other than as disclosed in Note 25.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
123
NOTES TO THE CONSOLIDATED REPORT
(ii) Deed of Cross Guarantee
Pursuant to the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (ASIC Instrument), the
Company and certain wholly owned subsidiaries have entered into the Deed of Cross Guarantee (“Deed”) for the
principal purpose of enabling these entities to take advantage of relief from the requirements of the Corporations
Act to prepare and lodge a financial report, directors’ report and auditor’s report (Financial Reporting Relief) available
under the ASIC Instrument.
The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of the
winding up of any of the subsidiaries which are party to the Deed under certain provisions of the Corporations Act. If a
winding up occurs under other provisions of the law, the Company will only be liable in the event that after six months
any creditor has not been paid in full. The subsidiaries have given similar guarantees in the event the Company or any
other subsidiary party to the Deed is wound up.
As at 30 June 2024, the following entities are party to the Deed and seek to rely on financial reporting relief in respect
of the financial year ended 30 June 2024:
• Superloop Ltd
• Exetel Pty Ltd
• BigAir Group Pty Ltd
A consolidated statement of profit or loss and statement of financial position, comprising the Company and
entities which are a party to the Deed, after eliminating all transactions between parties to the Deed, at 30 June 2024
is set out below:
30 June 2024
$'000
30 June 2023
$'000
ASSETS
Current assets
79,197
51,594
Non-current assets
499,959
504,405
TOTAL ASSETS
579,156
555,999
LIABILITIES
Current liabilities
46,442
37,321
Non-current liabilities
161,814
167,477
TOTAL LIABILITIES
208,256
204,798
EQUITY
Contributed equity
626,041
615,652
Dividends paid
(1,050)
(1,050)
Reserves
9,463
5,430
Accumulated losses
(263,554)
(268,831)
TOTAL EQUITY
370,900
351,201
Profit for the year
5,277
16,540
Total comprehensive profit for the year
5,277
16,540
124
SUPERLOOP ANNUAL REPORT 2024
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 30 June 2024
Body Corporate
Body Corporate
Entity Type
Placed formed
or incorporated
% of share
capital held
Australian
or foreign
Foreign
jurisdiction
Superloop (Australia) Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Superloop (Singapore) Pte Ltd
Body corporate
Singapore
100%
Foreign
Singapore
Superloop (Japan) K.K.
Body corporate
Japan
100%
Foreign
Japan
APEXN Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Superbb Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
CINENET Systems Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
BigAir Group Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Clever Communications Australia Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Clever Communications Operations Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Saise Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Access Providers Group Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Activ Australia Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
BigAir Universe Broadband Pty Ltd (1)
Body corporate
Australia
100%
Australian(1)
n/a
BigAir Community Broadband Pty Ltd (1)
Body corporate
Australia
100%
Australian(1)
n/a
Allegro Networks Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Radiocorp Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Link Innovations Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Intelligent IP Communications Pty Ltd (1)
Body corporate
Australia
100%
Australian(1)
n/a
BigAir Cloud Managed Services Pty Ltd (1)
Body corporate
Australia
100%
Australian(1)
n/a
Unistar Enterprises Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Oriel Technologies Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Integrated Data Labs Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Applaud IT Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
CyberHound Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
SubPartners Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
SubPartners Pte Ltd
Body corporate
Singapore
100%
Foreign
Singapore
Nuskope Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
GX2 Holdings Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
GX2 Technology Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
My Gossip Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
GX2 Communications Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Global Gossip LLC
Body corporate
USA
100%
Foreign
USA
GX2 Technology Pte Ltd
Body corporate
Fiji
100%
Australian(1)
n/a
GX2 Technology Limited
Body corporate
New Zealand
100%
Australian(1)
n/a
Superloop (Operations) Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Superloop (Services) Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
SUPERLOOP LIMITED & CONTROLLED ENTITIES
125
NOTES TO THE CONSOLIDATED REPORT
Body Corporate
Body Corporate
Entity Type
Placed formed
or incorporated
% of share
capital held
Australian
or foreign
Foreign
jurisdiction
Superloop Software Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Superloop Broadband Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Exetel Pty Ltd (2)
Body corporate
Australia
100%
Australian(1)
n/a
Superloop Communications (Private) Ltd (3)
Body corporate
Sri Lanka
100%
Foreign
Sri Lanka
Acurus Holdings Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Acurus Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Acurus Networks Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Acurus Solutions Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Tomi Broadband Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
Superloop Employee Share Trust Plan (2)
Trust
Australia
100%
Australian
n/a
VostroNet Holdings Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
VostroNet (Australia) Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
VostroNet Infrastructure Pty Ltd
Body corporate
Australia
100%
Australian(1)
n/a
VostroNet (New Zealand) Limited
Body corporate
New Zealand
100%
Australian(1)
n/a
(1) This entity is part of a tax-consolidated group under Australian taxation law, for which Superloop Limited is the head entity.
(2) Superloop Employee Share Trust plan is controlled by the Company and is consolidated in the consolidated financial statements.
(3) Previously known as Exetel Communications Pvt Ltd.
126
SUPERLOOP ANNUAL REPORT 2024
SUPERLOOP LIMITED & CONTROLLED ENTITIES
127
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 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. the directors have been given the declarations required by s.295A of the Corporation Act 2001; and
e. in the directors’ opinion, the attached consolidated entity disclosure statement is true and correct.
At the date of this declaration, the company is within the class of companies affected by ASIC Corporations (Wholly
owned Companies) Instrument 2016/785. 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
ASIC Corporations (Wholly owned Companies) Instrument 2016/785 applies, as detailed in Note 32 to the financial
statements will, as a group, be able to meet any liabilities to which they are, or may become, subject because of the
deed of cross guarantee.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors
Paul Tyler
Chief Executive Officer & Managing Director
21 August 2024
Directors' Declaration.
DIRECTORS' DECLARATION
128
SUPERLOOP ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF SUPERLOOP LIMITED
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia
Phone: +61 7 3308 7000
Independent Auditor’s Report.
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Superloop Limited (the “Company”) and its subsidiaries (the “Group”)
which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement
of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
material accounting policy information and other explanatory information, the directors’ declaration and the
consolidated entity disclosure statement.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
• Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance
for the year then ended; and
• Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001
and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the “Code”) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
129
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial report for the current period. These matters were addressed in the context of our audit of the financial report
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How the scope of our audit
responded to the Key Audit Matter
Carrying Value of Goodwill Assets
As at 30 June 2024 the Group’s goodwill balance
is $166.8 million (see note 13).
The assessment of the recoverable amount of
goodwill and other intangible assets allocated
to the cash generating units (“CGUs”) or groups
of CGUs requires management to exercise
significant judgement including:
•
The determination of and the allocation of
goodwill to the CGUs or groups of CGUs; and
•
The determination of the following key
assumptions used in the calculation of the
recoverable amount of each of the CGUs or
groups of CGUs:
º The cash flow forecasts;
º Terminal growth rates; and
º Discount rates.
In conjunction with our valuation specialists, our procedures
included, but were not limited to:
•
Obtaining an understanding of the process that management
undertook to determine the CGUs or groups of CGUs and
prepare the valuation models;
•
Evaluating and challenging the Group’s identified CGUs
and groups of CGUs and the allocation of goodwill to the
carrying value of the CGUs and groups of CGUs based on
our understanding of the Group’s business. This evaluation
included performing an analysis of the Group’s internal
management reporting;
•
Assessing and challenging:
º The cash flow forecasts by agreeing inputs in the cash flow
models to relevant data including approved budgets and
assessing forecasting accuracy by comparing historic forecasts
to actual outcomes;
º The annual and terminal growth rates against relevant
historical and industry data; and
º The discount rates applied, by comparing the rates used
to the discount rates calculated by our valuation specialists.
•
Performing sensitivity analysis on key assumptions;
•
Testing the mathematical accuracy of the valuation models; and
•
Assessing the appropriateness of the disclosures in Notes 3 and
13 to the consolidated financial statements.
Recoverability of deferred tax assets
As at 30 June 2024 the Group’s deferred tax
assets total $38.0 million (see Note 14).
The deferred tax assets include timing
differences and available unutilised tax losses.
The recoverability of deferred tax assets is
dependent on the generation of sufficient
future taxable profit to utilise the assets.
Taxable profits must be generated in the
same jurisdiction in which the losses or timing
differences were generated.
Significant judgement is required in forecasting
future taxable profit.
In conjunction with our tax specialists, our audit procedures
included, but were not limited to:
•
Challenging the appropriateness of management’s estimation
of future taxable profit and assessing whether these estimates
were consistent with the forecasts used as part of the
impairment testing of goodwill and intangible assets;
•
Assessing the appropriateness of the deferred tax calculation
prepared by management in terms of relevant accounting
standards and applicable tax regulation;
•
Recalculating the accuracy of the deferred tax calculation; and
•
We also assessed the appropriateness of the disclosures in
Note 14 to the consolidated financial statements.
INDEPENDENT AUDITOR'S REPORT
130
SUPERLOOP ANNUAL REPORT 2024
Other Information
The directors are responsible for the other information. The other information comprises the Directors’ Report, which we
obtained prior to the date of this auditor’s report, and also includes the following information which will be included in the
Group’s annual report (but does not include the financial report and our auditor’s report thereon): Chair and CEO Report,
Business Overview, Annual Sustainability Report and ASX Additional Information, which is expected to be made available
to us after that date.
Our opinion on the financial report does not cover the other information and we do not and will not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information identified above and,
in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on
the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the Chair and CEO Report, Business Overview, Annual Sustainability Report, and ASX Additional
Information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to
the directors and use our professional judgement to determine the appropriate action.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible:
• For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true
and fair view of the financial position and performance of the Group in accordance with Australian Accounting
Standards; and
• For such internal control as the directors determine is necessary to enable the preparation of the financial report
in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and
performance of the Group, and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
Independent Auditor's Report
SUPERLOOP LIMITED & CONTROLLED ENTITIES
131
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and
performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 50 to 70 of the Directors’ Report for the year ended
30 June 2024.
In our opinion, the Remuneration Report of Superloop Limited, for the year ended 30 June 2024, complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
Tendai Mkwananzi
Partner
Chartered Accountants
Brisbane, 21 August 2024
INDEPENDENT AUDITOR'S REPORT
132
SUPERLOOP ANNUAL REPORT 2024
ASX Additional Information.
The following shareholder information was applicable as at 30 September 2024.
(A) DISTRIBUTION OF EQUITY SECURITIES
The Company has one class of shares on issue, fully paid ordinary and escrow shares.
Holding
Number of Investors
Number of Securities
%
1 to 1000
1,902
956,659
0.19
1001 to 5000
2,174
5,887,938
1.17
5001 to 10000
958
7,211,845
1.44
10001 to 100000
1,794
50,317,659
10.03
100001 and Over
154
437,172,001
87.17
Total
6,982
501,546,102
100.00
Unmarketable parcel
508
44,011
0.10
(B) EQUITY SECURITY HOLDERS
The names of the twenty largest holders of quoted equity securities are listed below:
Holding
Number of
Securities
Percentage of Issued
Shares
1
CITICORP NOMINEES PTY LIMITED
105,516,150
21.04
2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
99,663,453
19.87
3
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
53,161,222
10.60
4
ARGO INVESTMENTS LIMITED
31,134,033
6.21
5
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
16,950,000
3.38
6
RUNGE CORPORATION PTY LTD
15,613,979
3.11
7
NATIONAL NOMINEES LIMITED
15,607,105
3.11
8
BNP PARIBAS NOMS (NZ) LTD
11,080,702
2.21
9
UBS NOMINEES PTY LTD
10,346,360
2.06
10
ORIGIN ENERGY RETAIL LIMITED
9,847,690
1.96
11
WARBONT NOMINEES PTY LTD
8,222,671
1.64
12
BNP PARIBAS NOMINEES PTY LTD
7,953,080
1.59
13
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
3,204,233
0.64
14
PACIFIC CUSTODIANS PTY LIMITED
2,880,816
0.57
15
SANDHURST TRUSTEES LTD
2,835,499
0.57
16
BNP PARIBAS NOMS PTY LTD
2,001,963
0.40
17
BNP PARIBAS NOMINEES PTY LTD
1,986,616
0.40
18
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2
1,869,130
0.37
19
PARKER THOMPSON HOLDINGS PTY LTD
1,627,009
0.32
20
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
1,265,926
0.25
Total FOR TOP 20
402,767,637
80.31
Balance of Register
98,778,465
19.69
Grand total
501,546,102
100
SUPERLOOP LIMITED & CONTROLLED ENTITIES
133
(C) SUBSTANTIAL HOLDERS
Holding
Issued shares
Percentage of Issued
Shares
ARGO INVESTMENTS LIMITED
31,134,033
6.21
(D) UNQUOTED EQUITY SECURITIES
Options (excluding Origin Energy)
3,961,893 unlisted options are on issue under employee incentive plan.
Performance Rights
5,681,638 Executive Performance Rights and 2,506,015 General Performance Rights are on issue.
Options issued to Origin Energy
55,672,002 options are issued to Origin Energy.
(E) VOTING RIGHTS
The voting rights attaching to each class of equity securities are set out below:
Ordinary Shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options
Holders of Options do not have voting rights.
Performance Rights
Holders of Performance Rights do not have voting rights.
(F) ON-MARKET BUY-BACK
There is no current on-market buy back of equity securities.
ASX ADDITIONAL INFORMATION
134
SUPERLOOP ANNUAL REPORT 2024
REGISTERED OFFICE
Superloop Limited
Level 9, 12 Shelley Street,
Sydney, NSW, 2000
Tel: 1300 558 406
COMPANY WEBSITES
https://superloop.com
https://investors.superloop.com
FOR INVESTOR RELATIONS
investor@superloop.com
FOR COMPANY
SECRETARIAL QUERIES
company.secretary@superloop.com
SECURITIES EXCHANGE LISTING
Superloop Limited shares are listed on the
Australian Securities Exchange (ASX: SLC)
AUDITOR
Deloitte Touche Tohmatsu
Level 23, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
www.deloitte.com/au
SOLICITORS
Baker & McKenzie
Level 8, 175 Eagle Street
Brisbane QLD 4000
www.bakermckenzie.com/australia
SHARE REGISTRY
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Telephone: +61 1300 554 474
Fax: +61 2 9287 0303
Email: registrars@linkmarketservices.com.au
Corporate
Directory.
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CORPORATE DIRECTORY
Superloop Limited Annual Report 2024
SUPERLOOP.COM