TPC CONSOLIDATED LIMITED
ABN 99 073 079 268
Current Reporting Period:
Year Ended 30 June 2024
Previous Corresponding Period:
Year Ended 30 June 2023
Results for Announcement to the Market
Change
Amount
Up
16.3%
To
$159,757,942
Down
-68.0%
To
$5,391,633
Down
-68.0%
To
$5,391,633
Dividends
Amount per Security
Franked amount per
Security
Cents
Cents
-
-
20.00
20.00
20.00
20.00
(1) No final dividend was declared and payable for the year ended 30 June 2024.
Review of Operations
$000’s
Year ended
30 June 2024
Year ended
30 June 2023
% Change
Revenue
159,758
137,331
16.3%
Underlying EBITDA (2)
10,049
24,671
-59.3%
NPAT
5,392
16,847
-68.0%
Year ended
30 June 2024
Year ended
30 June 2023
Profit before income tax
7,744
24,155
Finance costs
129
69
Finance revenue
(794)
(322)
Depreciation and amortisation
1,216
769
Transaction Costs (3)
1,754
-
Underlying EBITDA
10,049
24,671
(2) For consistency of financial reporting with other ASX listed energy retailers, TPC for this reporting period has adopted Underlying EBITDA
as a key measures of financial performance. Underlying EBITDA is a non-IFRS measure and is used internally by management to assess the
performance of the business. Underlying EBITDA has been extracted from the full financial report. The objective of measuring and reporting
Underlying EBITDA is to provide a more meaningful and consistent representation of financial performance by removing items that distort
performance or are non-recurring in nature. The use of Underlying EBITDA enhances comparability of results by excluding non-recurring
events and transactions that materially affect the financial results of TPC for the reporting period. These items are determined after
consideration of the nature of the item, the significance of the amount and the consistency in treatment from period to period. A detailed
reconciliation and description of the items that contribute to the difference between Profit before income tax and Underlying EBITDA is
provided in the table below.
Final dividend for current reporting period (1)
Interim dividend for current reporting period
Total dividend for current reporting period
(3) Transaction costs relate to the proposed scheme of arrangement (Scheme) between TPC Consolidated Limited and Wollar Solar Holding
Pty Ltd (WSH). These costs include legal and advisory costs which relate specifically to the Scheme and are not considered recurring in
nature or required costs for the operational performance of the business.
Reconciliation of profit to Underlying EBITDA
$000’s
Appendix 4 E
Final Report
Profit from continuing operations after tax
Net profit for the period attributable to members
Revenue from ordinary activities
Revenue:
Gross Profit and Gain on Sale of Derivatives:
Operating Expenses and Employee Benefit Expense:
Ubderlying EBITDA and Profit Before Tax:
Net Profit After Tax:
Net Assets and Liabilities:
Current and Non-Current Assets and Liabilities:
Cash and Bank Deposits:
Net Tangible Asset Backing
30 June 2024
30 June 2023
Cents
Cents
Net tangible assets per
security
272.5
252.9
Controlled Entities
Audit Report
Revenue from operations for the consolidated entity in FY24 reached $159.8 million, reflecting a $22.4 million increase (16.3%) from the
previous corresponding period. This growth was driven by the expanding core energy business of TPC. The energy segment's revenue
increased by $24.2 million (17.8%) to $159.7 million in FY24. This rise was attributed to a $15.1 million (33.2%) surge in the gas service
segment and a $9.1 million (10.1%) gain in the electricity service segment. Telecommunication revenue decreased by $1.7 million (94.4%), in
FY24, due to the cessation of the business during the period.
The consolidated entity reported a gross profit and gain on the sale of derivatives amounting to $32.7 million in FY24. This marked a decrease
of $14.6 million (30.9%) from the PCP, which included the gains realised on the sale of future derivative instruments as part of the TPC Group's
strategic hedging realignment. Energy gross profit decreased by $10.1 million (23.7%) compared to the PCP, with the electricity service
segment contributing a $6.9 million (27.6%) decrease.
Total operating expenses and employee benefit expenses for the consolidated entity increased to $24.4 million in FY24, reflecting a 7.9% rise
from the PCP figure of $22.6 million. This increase primarily resulted from an increase in Professional Fees of $0.9 million , Employee Benefits
Expense of $2.0 million, offset by a decrease in Expected Credit Losses of $2.4 million. The consolidated entity's efficiency ratio (expenses
divided by revenue) decreased to 15.3% in FY24, down from 16.5% in the prior year.
Underlying EBITDA from operations in FY24 was $10.0 million, a decrease of $14.6 million (59.3%) from the PCP total of $24.7 million. Profit
before tax totalled $7.7 million in FY24, a decrease of $16.4 million (67.9%) from the PCP figure of $24.2 million.
As at end-FY24, TPC Group's net assets totalled $33.9 million, representing a increase of $1.8 million (5.7%) from the PCP. This increase was
attributed to the positive fair value movement on derivatives of $2.8 million, a increase in bank deposits $4.0 million, a decrease in current tax
liabilities $4.4 million, offset by a decrease in deferred tax assets of $1.6 million and an increase in Trade Payables of $8.2 million.
• Current assets for the consolidated entity amounted to $61.3 million as at end-FY24, reflecting an increase of $8.1 million (15.3%) from the
PCP. This increase was largely due to a $2.9 million increase in derivatives held at fair value and a $4.0 million increase in bank deposits.
• Current liabilities for the consolidated group amounted to $29.2 million as at end-FY24, reflecting an increase of $4.6 million (18.6%) from the
PCP. This increase was driven by higher trade and other payables (up $8.2 million), partially offset by a $4.4 million decrease in current tax
liabilities.
Cash and bank deposits as at end-FY24 totalled $21.0 million, which included an amount of $15.0 million held as security for bank facilities.
This is a decrease of $12.1 million (36.5%) from the year-earlier figure.
The financial report is based on consolidated financial statements which have been audited.
Net profit after tax from operations in FY24 amounted to $5.4 million. This represented a decrease of 68.0% from the PCP result of $16.8
million.
The Group does not have any interests in associates or joint ventures outside the group.
• Non-current assets for end-FY24 totalled $4.3 million, marking a decrease of $2.2 million (34.2%) from the PCP. The decrease was mainly
attributed to a $1.6 million decrease in deferred tax asset.
• Non-current liabilities decreased to $2.4 million, marking a decrease of $0.5 million (16.4%) from the PCP. This decrease was mainly due to a
$0.5 million decrease in lease liabilities.
TPC CONSOLIDATED LIMITED
A.B.N. 99 073 079 268
Annual Report
For the year ended 30 June 2024
Contents
Page
Chairman's Letter
2
CEO and Managing Director's Review
4
Board of Directors
6
Directors' Report
8
Corporate Governance Statement
17
Auditor's Independence Declaration
18
Consolidated Statement of Profit or Loss and Other Comprehensive Income
19
Consolidated Statement of Financial Position
20
Consolidated Statement of Changes in Equity
21
Consolidated Statement of Cash Flows
22
Notes to the Consolidated Financial Statements
23
Consolidated Entity Disclosure Statement
60
Directors' Declaration
61
Independent Auditor's Report
62
Shareholder Information
66
Corporate Directory
68
Chairman's Letter
Dear Shareholder,
After much consideration, the TPC Board has decided to not declare a final dividend for the Company’s FY24.
Underpinning this decision to err on the side of prudence was the Board’s belief that existing cash balances should be
conserved ahead of any FIRB decision on the proposed sale of the TPC business, and while current macro and
geopolitical challenges remain. While a FY24 final dividend has not been declared, the Board wants to remind
shareholders that they will be entitled to the receipt of a material dividend benefit should the sale of TPC business get
FIRB approval, with the latter prospective payment part of the Shareholder Scheme Implementation Agreement
(announced to the market on 28 March 2024).
Underpinned by improved operating conditions during FY24 as well as the TPC team’s commitment to successfully
executing our business strategy, we achieved above-expectations revenue growth over the year. Revenue of the
consolidated entity totalled $159.8 million in FY24, up 16.3% on the previous year. TPC’s FY24 Underlying EBITDA was
$10.0 million, down 59.3% on last year’s level, while the Company’s FY24 NPAT of $5.4 million was down by 68.0% on its
year-earlier figure.
I am happy to say TPC Consolidated Limited (‘TPC’ or ‘the Company’) successfully executed a growth strategy over 2024
financial year (FY24) that materially increased its customer base.
This strategy was formulated by the Board and
subsequently implemented on the view that the time was right to return to growth mode as market-wide challenges
apparent over FY23 had become less problematic by mid calendar 2023. In the previous financial year, we were
managing the Company with a focus of margin maximisation, given the circumstances and external events confronting
our business. This resulted in lower profits than in the previous year. On the upside, we were able to increase our
customer meter base by more than 300% when compared to the previous financial year. This will provide a good
foundation for the Company moving forward. I want to thank our executive team and all our employees for their continued
diligence and hard work, as they confronted and dealt with a raft of ongoing macroeconomic and geopolitical events that
were very much outside of their and the Company's control.
While some of the geopolitical and macro drags impacting TPC's performance over the past few years have become less
intense, others have emerged. Chief amongst the new batch of geopolitical concerns is the renewed turbulence now
apparent in the Middle East, which could evolve into a 'black swan' event with the potential to significantly impact oil and
gas prices. On a brighter note, the earlier drag on our financial performance due to the COVID-19 pandemic faded, with it
having little to no impact on the operating environment in Australia's retail electricity market. The current Federal
government’s commitment to help insulate retail electricity users from the rapid rise in inflation levels and wholesale
power price rises in Australia was another welcome initiative. It took some of the heat out of ongoing cost of living
pressures and provided relief to those needing it most.
Australia is continuing to decarbonise its economy via a gradual transition to renewables. However, this commitment has
been a contributing factor to the higher level of volatility seen in energy price markets over recent years. This is expected
to continue over the medium- and long-term, as renewables technology and infrastructure will take time to fully evolve
and mature. A necessary part of this evolutionary process will be the creation of a renewables-generated power base
load that consistently meets peaks in energy demand by households and industry. Until this time arrives, TPC will
continue to focus on being an energy retailer that prudently manages this power generation transition process and
simultaneously meets the needs of its client base.
TPC had previously announced to the market that it intended to exit its sub-scale Mobile business. This process was
completed during the company's FY24, with all final agreements executed and associated infrastructure now being
decommissioned.
In March 2024, TPC announced that Wollar Solar Holding Pty Ltd (WSH), a subsidiary of Beijing Energy International
(Australia) Holding Pty Ltd, had made an offer to acquire TPC by way of a scheme of arrangement. The TPC Board
believes that the transaction is in the best interests of all shareholders and recommends that they support the
transaction. The transaction is currently awaiting approval from the Foreign Investment Review Board (FIRB). As this
review process continues, both TPC and WSH have reiterated their support for the transaction. Your Board remains
convinced that the transaction will position CovaU well for its next stage of growth, with the acquirer having large
renewable energy generation assets that can be deployed into the Australian retail energy market-place.
2
Chairman's Letter
Yours sincerely,
Greg McCann
Chairman
Should there be no further major deterioration in overall energy market conditions, the Group expects to maintain its
profitability and cash flow in FY25. CovaU's energy business will be the only contributor to revenues and profits over the
coming year. We anticipate that CovaU’s performance will be underpinned by diligent management and stringent cost
control alongside the implementation of initiatives targeting further growth in the energy business. This is the best way to
have your Company primed for future growth.
On behalf of the entire Board, I would like to thank our loyal customer base, our management and staff for their hard work
over what was a challenging FY24, and our shareholders for their patience and continued support. I sincerely hope that
we will be able to report improved financial results for the Company in the coming years as a reward for the continuing
support provided by you, our stakeholders.
Looking to our financial year ended 30 June 2025 (FY25) outlook, there are currently some macro and geopolitical
uncertainties in place with the potential to adversely impact energy prices over the coming 12 months. Adding to these
uncertainties, the Australian economy will be continuing to transition away from fossil fuel-generated energy to renewable
power sources. While scope is there for energy price markets to experience only intermittent periods of price volatility,
this optimistic scenario could change with the proverbial blink of the eye should macro and/or geopolitical concerns
intensify. Energy suppliers and retailers will continue to strive for delivery of price stability, but uncertainties remain that
could present challenges for all players in retail energy markets both in Australia and overseas, CovaU included.
3
CEO and Managing Director’s Review
TPC Consolidated Limited (‘TPC’ or ‘the Company’) has, despite some challenges, completed a successful 2024 financial year
(FY24), with a material uplift reported in both its revenues and customer base over this period. This growth has positioned TPC
to improve both operational efficiencies and earnings over coming years. Though business conditions in our FY24 was not as
volatile as previous years, they nevertheless adversely impacted TPC's ability to price its product offerings in an optimal
manner. While our performance relative to the previous year was less rewarding, we want to highlight the fact that over FY23
we managed the business with a margin focus, with growth a secondary concern. We were pleased by the increased customer
share and revenue run rate achieved over FY24, with these gains in line with expectations. The decreased profit over FY24
was attributable to a number of factors, with a key one being a material drop in our power margins to 18.2% (from 27.8% in
FY23), with this slippage caused by a 16.4% slide in average retail prices. Another drag on financial performance was
increased employee operating expenses, due to TPC workforce growth and inflation linked reviews.
CovaU’s has been successful in growing its Victorian customer base during this period, which, in turn, boosted our revenues
and consumption metrics. This favourable impact on revenues was given extra impetus by colder-than-average autumn/winter
weather conditions across Victoria over the May through June period, which caused gas prices to surge in that state from
around $12.0 per Gigajoule (GJ) to $16.5 per GJ. In New South Wales, gas prices ratcheted even higher to $28.0 per GJ over
that same period. This uplift in gas prices applied pressure on margins, magnified by our increased customer numbers. May
and June saw a 'perfect storm', with high spot prices driven up by tighter supply-demand dynamics - the latter due to
a prolonged lack of wind reducing power supply from wind farm generators, reduced hydro power production due to low dam
levels, unplanned outages at various generators throughout the NEM, and increased heating demand from cold temperatures.
Another source of upward pressure on energy prices over this supply-constrained May-June period was numerous unplanned
outages in fossil fuel energy generation infrastructure that applied additional upward pressure to energy prices. Plants
experiencing outages were:
- Vales Point Unit 6
- Eraring Unit 1 & 2
- Yallourn Unit 3
- Tarong Unit 3
- Mt Piper Unit 1
The business has been focused and working diligently on the proposed scheme of arrangement (Scheme) between TPC and
Wollar Solar Holding Pty Ltd (WSH), which we announced in March. This was a result of long discussions on the benefits to
each party and what we can achieve as partners together with access to significant renewable generation assets in multiple
States with a road map to growing investment over a three to five year horizon. The proposed transaction will help CovaU
deliver key planks of a strategy we first stated a few years ago. It opens the way for us to become a major player in energy
retailing with a comprehensive green generation portfolio to support our growing customer base. We await patiently for the
approvals required to conclude this transaction and move forward with the new stage of growth. We will communicate more on
this when we have further updates.
The Board's decision to exit the mobile phone business is now complete. This was an extended process which I am happy to
see come to a close. The exit means our team can now be 100% focussed on growing the CovaU energy business.
As we enter the 2025 financial year (FY25), the TPC retail energy business remains subject to a number of risks that may
impact our stated strategic deliverables, even after careful planning and management. Some of these risks are macro- and
geopolitical-related and were discussed in the earlier Chairman Letter.
Other risks are energy market-specific, and include:
• Sales competition from rivals that have no regard for commercial viability.
• The unreliability of aging fossil fuel-powered energy generation and the delivery volatility of still evolving green generation,
which together could result in extreme or prolonged high wholesale energy prices.
4
CEO and Managing Director’s Review
Despite these energy market-specific and macro/geopolitical risks having the potential to impact the current and future
performance of our CovaU energy retailer operation, we are confident that TPC is well-positioned to achieve a satisfactory
FY25 result. This as the Company’s executive team focuses on the delivery of prudent management practices that meet the
expectations of shareholders and regulatory requirements and simultaneously protect profitability.
On a final note, I want to take this opportunity to thank our staff for their invaluable contributions over FY24. Their continued
diligence will be critical to TPC’s commitment to simultaneously deliver profitable growth for our shareholders and competitively
priced energy services to our retail client base over the coming 12 months.
Chiao-Heng (Charles) Huang
CEO and Managing Director
5
Board of Directors
Greg McCann B Bus, FCA, FAICD
Non-Executive Chairman
Appointed 2 April 2007
Greg holds a Bachelor of Business (Accounting) degree and is a Fellow of the Institute of Chartered Accountants in Australia and the
Australian Institute of Company Directors.
He has had 24 years of financial consulting experience with Deloitte Touche Tohmatsu. During this time he held a variety of senior
leadership positions including the roles of Managing Partner for Papua New Guinea (1987 to 1990), Managing Partner for
Queensland (1990 to 1995), Managing Partner for New South Wales (1995 to 1997), Managing Director of Deloitte Consulting / ICS
Australia (1979 to 2001) and most recently Associate Managing Director of Deloitte Consulting for Australia and New Zealand (1999
to 2004).
Greg has extensive experience with boards and senior executives at CEO level. He is currently the Executive Chairman of the
Executor Group of Companies, an independent software and consulting services supplier to the Asia Pacific region, employing over
1200 professionals. Greg has also chaired other ASX and NASDAQ listed companies and was on the board of the law firm, Lander &
Rogers for ten years. He was also Chairman of NBN Tasmania.
He has not held any other directorships in the last 3 years.
Chiao-Heng (Charles) Huang B Eng
Managing Director and Chief Executive Officer
Appointed 28 February 1996
Charles founded the Company in 1996 as an ISP whilst in his third year of studying towards a Bachelor of Mechanical Engineering
degree at Sydney University. Following the deregulation of the telecommunications industry, Charles sought the opportunity to resell
voice products in Australia and in 1999 he decided to transform the Company from a technology oriented ISP to a marketing and
innovation-oriented player in the prepaid calling card sector.
He has successfully steered TPC Consolidated Limited (formerly Tel.Pacific Limited) from a start-up company to a public company
which was listed on the Australian Securities Exchange in 2007.
He has not held any other directorships in the last 3 years.
Jeffrey Ma B A, FCA, F Fin
Executive Director and Company Secretary
Appointed 22 November 2004
Jeffrey joined the Company in 2000 with more than 15 years financial services experience. He holds a Bachelor of Arts (Accounting
and Financial Management) degree from the University of Sheffield, England and is a Fellow of the Institute of Chartered Accountants
in England and Wales. He is also a Fellow of the Institute of Chartered Accountants in Australia and a Fellow of the Financial Services
Institute of Australia.
He has over 11 years of financial services experience gained with Credit Lyonnais Australia Limited, a merchant bank, where he held
the position of Company Secretary and Head of Finance and Administration in his last five years and was a Member of the
Management Committee.
Jeffrey also worked for two years in Westfield Holdings Limited; a listed property management and
development company.
He has an extensive professional background, having also worked for Coopers and Lybrand (now
PricewaterhouseCoopers) in Hong Kong and with a chartered accounting firm in London.
He has not held any other directorships in the last 3 years.
6
Board of Directors
Steven Goodarzi B A
Executive Director and Chief Strategy Officer
Appointed 30 November 2015
Steven joined the Company as Chief Strategy Officer in 2013.
Steven has extensive management and operational experience internationally in strategy, business development, sales and
marketing across the telecommunications and IT industries. He has been involved in leading the development of strategy of the
financial markets across the major financial centres of Asia, North America and Europe. Most recently, Steven was based in Tokyo
with KVH, a Fidelity Investment company, as Director of Strategy and Business Development.
Steven’s vision and leadership is the driver behind the establishment of the energy business.
He has not held any other directorships in the last 3 years.
7
Directors' Report
Directors
Greg McCann
Chairman (Non-executive)
Chiao-Heng (Charles) Huang Managing Director, Chief Executive Officer
Jeffrey Ma
Director, Company Secretary
Steven Goodarzi
Director, Chief Strategy Officer
Principal Activities
Review of Operations
$000’s
Year ended
30 June
2024
Year ended
30 June 2023
% Change
on PCP
Revenue
159,758
137,331
16.3%
Underlying EBITDA (1)
10,049
24,671
-59.3%
NPAT
5,392
16,847
-68.0%
Reconciliation of profit to
Underlying EBITDA
$000’s
Year ended
30 June 2024
Year ended
30 June
2023
Profit before income tax
7,744
24,155
Finance costs
129
69
Finance revenue
(794)
(322)
Depreciation and amortisation
1,216
769
Transaction Costs (1)
1,754
-
Underlying EBITDA
10,049
24,671
Your directors present the Group's report on the consolidated entity consisting of TPC Consolidated Limited (the Company)
and the entities it controlled during the year ended 30 June 2024.
The names of the directors in office during the year and until the date of this report are as below. Other than as noted,
directors were in office for this entire period.
The principal activities of the consolidated entity during the year were the provision of retail electricity and gas services to
residential and business customers in Australia. These activities have not changed during the period.
Key Highlights:
• Underlying earnings before interest expense, taxation, depreciation, amortisation, and impairment (Underlying EBITDA)
from operations in FY24 stood at $10,049,132, a decrease of 59.3% from the PCP total of $24,670,518.
• In the year ended 30 June 2024 (FY24), TPC Group's consolidated operating revenue was $159,757,942, marking an
16.3% increase from the previous corresponding period (PCP) of $137,330,547.
• Net profit after tax (NPAT) from operations in FY24 was $5,391,633 reflecting a 68% decrease from the PCP result of
$16,847,483.
(1) Transaction costs relate to the proposed scheme of arrangement (Scheme) between TPC Consolidated Limited and
Wollar Solar Holding Pty Ltd (WSH). These costs include legal and advisory costs which relate specifically to the Scheme
and are not considered recurring in nature or required costs for the operational performance of the business.
(1) For consistency of financial reporting with other ASX listed energy retailers, TPC for this reporting period has adopted
Underlying EBITDA as a key measures of financial performance. Underlying EBITDA is a non-IFRS measure and is used
internally by management to assess the performance of the business. Underlying EBITDA has been extracted from the full
financial report. The objective of measuring and reporting Underlying EBITDA is to provide a more meaningful and
consistent representation of financial performance by removing items that distort performance or are non-recurring in
nature. The use of Underlying EBITDA enhances comparability of results by excluding non-recurring events and
transactions that materially affect the financial results of TPC for the reporting period. These items are determined after
consideration of the nature of the item, the significance of the amount and the consistency in treatment from period to
period. A detailed reconciliation and description of the items that contribute to the difference between Profit before income
tax and Underlying EBITDA is provided in the table below.
8
Directors' Report
Revenue:
Gross Profit and Gain on Sale of Derivatives:
Operating Expenses and Employee Benefit Expense:
Underlying EBITDA and Profit Before Tax:
Net Profit After Tax:
Net Assets and Liabilities:
Current and Non-Current Assets and Liabilities:
Cash and Bank Deposits:
Dividends
Cash and bank deposits as at end-FY24 totalled $21.0 million, which included an amount of $15.0 million held as security
for bank facilities. This is a decrease of $12.1 million (36.5%) from the year-earlier figure.
Revenue from operations for the consolidated entity in FY24 reached $159.8 million, reflecting a $22.4 million increase
(16.3%) from the previous corresponding period. This growth was driven by the expanding core energy business of TPC.
The energy segment's revenue increased by $24.2 million (17.8%) to $159.7 million in FY24. This rise was attributed to a
$15.1 million (33.2%) surge in the gas service segment and a $9.1 million (10.1%) gain in the electricity service segment.
Telecommunication revenue decreased by $1.7 million (94.4%), in FY24, due to the cessation of the business during the
period.
Total operating expenses and employee benefit expenses for the consolidated entity increased to $24.4 million in FY24,
reflecting a 7.9% rise from the PCP figure of $22.6 million. This increase primarily resulted from an increase in Professional
Fees of $0.9 million, Employee Benefits Expense of $2.0 million, offset by a decrease in Expected Credit Losses of $2.4
million. The consolidated entity's efficiency ratio (expenses divided by revenue) decreased to 15.3% in FY24, down from
16.5% in the prior year.
As at end-FY24, TPC Group's net assets totalled $33.9 million, representing a increase of $1.8 million (5.7%) from the
PCP. This increase was attributed to the positive fair value movement on derivatives of $2.8 million, a increase in bank
deposits $4.0m, a decrease in current tax liabilities $4.4m, offset by a decrease in deferred tax assets of $1.6m and an
increase in Trade Payables of $8.2 million.
• Current assets for the consolidated entity amounted to $61.3 million as at end-FY24, reflecting an increase of $8.1 million
(15.3%) from the PCP. This increase was largely due to a $2.9 million increase in derivatives held at fair value and a $4.0
million increase in bank deposits.
• Current liabilities for the consolidated group amounted to $29.2 million as at end-FY24, reflecting an increase of $4.6
million (18.6%) from the PCP. This increase was driven by higher trade and other payables (up $8.2 million), partially offset
by a $4.4 million decrease in current tax liabilities.
• Non-current liabilities decreased to $2.4 million, marking a decrease of $0.5 million (16.4%) from the PCP. This decrease
was mainly due to a $0.5 million decrease in lease liabilities.
• Non-current assets for end-FY24 totalled $4.3 million, marking a decrease of $2.2 million (34.2%) from the PCP. The
decrease was mainly attributed to a $1.6 million decrease in deferred tax asset.
Underlying EBITDA from operations in FY24 was $10.0 million, a decrease of $14.6 million (59.3%) from the PCP total of
$24.7 million. Profit before tax totalled $7.7 million in FY24, a decrease of $16.4 million (67.9%) from the PCP figure of
$24.2 million.
The consolidated entity reported a gross profit and gain on the sale of derivatives amounting to $32.7 million in FY24. This
marked a decrease of $14.6 million (30.9%) from the PCP, which included the gains realised on the sale of future derivative
instruments as part of the TPC Group's strategic hedging realignment. Energy gross profit decreased by $10.1 million
(23.7%) compared to the PCP, with the electricity service segment contributing a $6.9 million (27.6%) decrease.
Net profit after tax from operations in FY24 amounted to $5.4 million. This represented a decrease of 68.0% from the PCP
result of $16.8 million.
No final dividend was declared and payable for the year ended 30 June 2024.
A fully franked interim dividend of $2,268,571, equivalent to 20 cents per share (11,342,857 shares), was declared on 26
February 2024. The record date was set as 4 March 2024, and the payment was made on 13 March 2024.
9
Directors' Report
Significant Changes in State of Affairs
Events Subsequent to the End of the Financial Year
Likely Developments and Expected Results
Environmental Issues
Directors' Securities Holdings
Director
Number of
Ordinary
Shares
Greg McCann
85,000
Chiao-Heng (Charles) Huang
4,463,393
Jeffrey Ma
423,003
Steven Goodarzi
210,335
No matter nor circumstance, other than those referred to in the financial statements or notes thereto, has arisen since the
end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of
operations or the state of affairs of the Group in future financial years.
There were no significant changes in the state of affairs of the consolidated entity during the financial year ended 30 June
2024.
The directors anticipate sustained growth in the energy business and expect the Group to maintain profitability and cash
flow in the financial year ending 30 June 2025. The management is actively exploring strategies to foster growth through
strategic partnerships, acquisitions, and organic means.
As a reseller of electricity and gas services, the energy entity is obligated to purchase renewable energy certificates and
comply with regulatory surrender requirements. The consolidated entity's operations are generally not subject to significant
environmental regulations under any law of the Commonwealth or a State or Territory.
As at the date of this report, the interests of the directors in the shares of the Company were:
See the Remuneration Report for further details.
On 28 March 2024, TPC Consolidated Limited announced that it had entered into a binding Scheme Implementation
Agreement (SIA) with a subsidiary of Beijing Energy International (Australia) Holding Pty Ltd (BJEI Australia), Wollar Solar
Holding Pty Ltd (WSH), under which WSH proposes to acquire all of the issued shares in TPC by way of a scheme of
arrangement (Scheme). On 30 July 2024, TPC announced it had agreed with WSH to amend the SIA and to extend the
Sunset Date from 31 July 2024 to 15 October 2024, as WSH is still awaiting a decision from the Foreign Investment Review
Board to approve the Scheme.
10
Directors' Report
Directors' Meetings
Board
Meetings
Audit and Risk
Committee
Number of Meetings
Held (1)
Held (1)
Greg McCann
6/6
2/2
Chiao-Heng (Charles) Huang
6/6
2/2
Jeffrey Ma
6/6
n/a
Steven Goodarzi
6/6
n/a
Audit and Risk Committee
Greg McCann (Chairman)
Chiao-Heng (Charles) Huang
Indemnification and Insurance of Directors and Officers and Auditors
(1) Number of meetings held while a director or a member.
n/a denotes director is not and was not a member of the committee during the year.
As at the date of this report the Company had an Audit and Risk Committee and the functions of the previously established
Remuneration and Nomination Committee were handled by the full Board.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an auditor of the entity or of any related body corporate against a liability incurred as
such an auditor.
The entity has entered into a directors' & officers' insurance contract on 30 January 2024 for the purpose of insuring
against any liability that may arise from the directors carrying out their duties and responsibilities in their capacity as officers
of the Company. The amount of the premium was $161,130.
Members acting on the committee of the Board were:
The number of directors' meetings (including meeting of committees of directors) held during the year and the number of
meetings attended by each director were as follows:
11
Directors' Report
Remuneration Report (Audited)
Details of Directors and Executives
Directors
Greg McCann
Chairman (Non-executive)
Chiao-Heng (Charles) Huang
Managing Director, Chief Executive Officer
Jeffrey Ma
Director, Company Secretary
Steven Goodarzi
Director, Chief Strategy Officer
Executives
Bing Zhou
Chief Revenue Officer
Tony Marlin
Chief Financial Officer
Gang Gu
General Manager, Technology
Changes since the end of the reporting period
Jeffrey Ma retires from the position of Chief Financial Officer effective 30 September 2023.
Tony Marlin has been appointed Chief Financial Officer since 3 July 2023.
Remuneration Policy
Employee Share Ownership Plan
The names and positions of each director and executive in the Company who received the highest remuneration and
having the greatest authority within the Company, along with the components of their remuneration are provided below.
The remuneration report, which has been audited, outlines the key management personnel remuneration arrangements for
the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
The Board of Directors of the Company is responsible for determining remuneration arrangements for the directors, the
Managing Director and the senior management team. The Board assesses the appropriateness of the nature and amount
of the remuneration of directors and senior executives on a periodic basis by reference to relevant employment market
conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and
executive team.
The 2009 Employee Share Ownership Plan, which was implemented on 30 November 2009, was amended and approved
by shareholders at the Annual General Meeting on 30 November 2015 (2009 ESOP). This plan replaced the previously
approved Employee Option Plan instituted on 23 May 2007, which the Board believed was no longer as effective following
changes to the taxation of options in recipients hands.
The 2009 ESOP aims to motivate, retain and attract quality employees and directors of the Company to create a
commonality of purpose between the employees and directors and the Company. The 2009 ESOP is operated by way of
the Company issuing new shares to participants, with an amount equal to the subscription price for those shares being
loaned to the participant by the Company. That loan is secured by the Company taking security over the shares which are
subject to a holding lock period of five years, and is interest free with recourse only to the shares. The loan is to be repaid
over time by the participant (whether through dividends, specific payments to reduce the loan, or on sale of the underlying
shares).
Shares issued under the 2009 ESOP will rank from the date of issue equally with the other shares in the Company then on
issue.
12
Directors' Report
Non-executive Director Remuneration
Executive Director and Executives Remuneration
Voting and Comments made at the Company's 2023 Annual General Meeting ("AGM")
Remuneration of Directors and Executives
2024
Variable
Renumeration
Post
Employment
Long Term
Benefits
Short Term
Benefits
Total
Salary and
Fees
Cash
Benefits (1)
Non-Cash
Benefits
Super-
annuation
Accrued
Leave
Entitlement
Cash Bonus
$
$
$
$
$
$
$
Chairman
(Non-Executive Director)
Greg McCann
72,765
-
-
8,004
-
-
80,769
Executive Directors
Chiao-Heng (Charles) Huang
485,100
63,000
-
27,399
15,690
150,000
741,189
Jeffrey Ma
262,775
-
925
26,106
8,663
-
298,469
Steven Goodarzi
360,525
-
3,092
27,399
16,662
-
50,000
424,354
Executives
Bing Zhou
231,274
-
13,226
27,386
5,568
164,420
441,874
Tony Marlin
275,000
-
-
27,399
-
50,000
352,399
Gang Gu
159,779
-
6,617
61,297
7,336
-
235,029
1,847,218
63,000
23,860
204,990
20,595
414,420
2,574,083
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided
among the directors as agreed. The latest determination was at the Annual General Meeting held on 20 April 2007 when
shareholders approved an aggregate remuneration of $350,000 per year payable to non-executive directors for their
services as directors, including their services on a committee of directors.
The Board determines payments to the non-executive directors and will review their remuneration annually, based on
market practice, duties and accountability. Independent external advice is sought when required.
Short Term Benefits
Executive directors and executives are eligible to be granted shares under the Employee Share Ownership Plan.
Remuneration granted to the executive directors and other executives has regard to the Company's financial and
operational performance.
Non-executive directors are eligible to be granted shares under the Employee Share Ownership Plan.
The Board determines the base salary of the executive directors and will review their remuneration annually against the
external market and individual contribution to the Company. Performance pay based on overall corporate performance
may be made available to the executive team.
At the 2023 AGM, shareholders voted to approve the adoption of the remuneration report for the year ended 30 June
2023.
Each executive director and executive receives remuneration commensurate with their position and responsibilities within
the Company.
Fixed Renumeration
Each non-executive director receives a fee for being a director of the Company. An additional fee may also be paid for
each Board committee on which a director sits.
The following tables set out the remuneration received by the directors and executives of the Company during the financial
years ended 30 June 2024 and 30 June 2023.
The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
13
Directors' Report
2023
Variable
Renumeration
Post
Employment
Long Term
Benefits
Short Term
Benefits
Total
Salary and
Fees
Cash
Benefits (1)
Non-Cash
Benefits
Super-
annuation
Accrued
Leave
Entitlement
Cash Bonus
$
$
$
$
$
$
$
Chairman
(Non-Executive Director)
Greg McCann
72,765
-
-
7,640
-
-
80,405
Executive Directors
Chiao-Heng (Charles) Huang
432,793
36,346
-
27,500
54,772
150,000
701,411
Jeffrey Ma
257,762
-
-
27,500
15,236
50,000
350,498
Steven Goodarzi
296,274
-
3,304
25,262
54,405
75,000
454,245
Executives
Bing Zhou
221,920
-
13,190
23,167
9,047
100,000
367,324
Gang Gu
169,881
-
6,497
18,025
8,984
-
203,387
1,451,395
36,346
22,991
129,094
142,444
375,000
2,157,270
2024
2023
2024
2023
Chairman (Non-Executive Director)
Greg McCann
100%
100%
0%
0%
Executive Directors
Chiao-Heng (Charles) Huang
80%
79%
20%
21%
Jeffrey Ma
100%
86%
0%
14%
Steven Goodarzi
88%
83%
12%
17%
Executives
Bing Zhou
63%
73%
37%
27%
Tony Marlin
86%
N/A
14%
N/A
Gang Gu
100%
100%
0%
0%
Short Term Incentive
Underlying EBITDA
Increase group's market share in both
electricity and gas retail markets
Develop and retain key talent
Individual performance metrics
Reflects improvements in both revenue and cost control
Short Term Benefits
(1) Cash benefits represented the payout of unused annual leave entitlements.
Fixed Remuneration
Key Management Personnel were paid discretionary short-term incentives (STI) in FY24. This STI came in the form of cash
and was based on the below criteria:
Performance
The proportion of remuneration linked to performance and the fixed proportion are shown above. As the STI was
discretionary there have not been any changes to an STI scorecard or framework and no amount of the STI was forfeited.
The FY24 STI metrics will be broadly maintained in FY25, however minor refinements to the STI criteria may be adjusted in
the interest of the Company's stakeholders. Any future discretionary STI will be in line with those paid in FY24.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Reducing staff turnover and reduce costs - improving EBITDA
Targeted metrics have been chosen that are critical to individual roles
Fixed Renumeration
Metric
Reason
Focus of the group's growth strategy for the next 3 years
14
Directors' Report
Key Terms of Employment Agreements
Directors and Executives Share Holdings
Total Shares
Held at
Beginning of
Year
Shares
Disposed
Total Shares
Held at End
of Year
Greg McCann
85,000
-
85,000
Chiao-Heng (Charles) Huang
4,463,393
-
4,463,393
Jeffrey Ma
423,003
-
423,003
Steven Goodarzi
210,335
-
210,335
Bing Zhou
201,000
(21,000)
180,000
Tony Marlin
-
-
-
Gang Gu
83,826
-
83,826
5,466,557
(21,000)
5,445,557
Company Performance, Shareholder Wealth and Director and Executive Remuneration
2024
2023
2022
2021
2020
Revenue
$159.76 m
$137.33 m
$122.98 m
$93.63 m
$86.35 m
Profit after tax
$5.39 m
$16.85 m
$5.27 m
$4.69 m
$3.36 m
Share price at year end
$11.04
$4.50
$1.51
$3.50
$0.95
Interim dividend
20 cents
10 cents
3 cents
8 cents
0 cents
Final dividend
0 cents
30 cents
10 cents
10 cents
8 cents
This concludes the Remuneration Report which has been audited.
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives.
There have been two methods applied in achieving this aim, the first being a performance based bonus based on key
performance indicators, and the second being the issue of equity to the majority of directors and executives to encourage
the alignment of personal and shareholder interests. No bonus have been paid in the current year.
The following table shows gross revenue, profits and dividends over the last five years (including continuing and
discontinued operations).
No director or key management personnel were issued options to acquire shares during the year, held any options at the
end of the year or had any options that expired during the year.
Total shareholdings include shares held by key management personnel and their related entities. Unless related to the
Employee Share Ownership Plan (2009 ESOP), shares acquired or disposed during the year were on an arm's length basis
at market price.
Apart from the non-executive directors, all key management personnel are employed under standard company employment
agreements. With the exception of the executive directors (where either party may terminate the agreement by giving a
three months notice to the other), the notice period of standard company employment agreements is one month.
None of these agreements provide for termination conditions or payments. The Board considers that the significant equity
holding of executive directors mitigates any risk of not having formal termination clauses.
Any termination entitlements payable to the key management personnel would be considered in light of the relevant
circumstances and would be determined after consideration of entitlements of common law rights.
The number of ordinary shares in the Company held directly, indirectly or beneficially during the financial year by key
management personnel and their related entities are as follows:
15
Directors' Report
Shares under Options
Proceedings on Behalf of the Company
Auditor's Independence Declaration
Non-Audit Services
Corporate Governance Statement
Rounding of Amounts
Greg McCann
Chiao-Heng (Charles) Huang
Chairman
Managing Director
Dated this 29 August 2024
On behalf of the Directors,
No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity or intervene in any
proceedings to which the consolidated entity is a party for the purpose of taking responsibility on behalf of the consolidated
entity for all or any part of those proceedings.
The consolidated entity was not a party to any such proceedings during the year.
A copy of the Auditor's independence declaration as required under section 307C of the Corporations Act 2001 has been
provided to the directors and is set out immediately after this directors' report.
The directors are of the opinion that the services as disclosed in Note 7 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
The Company is of a kind referred to in Legislative Instrument 2016/191, issued by the Australian Securities and
Investment Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with that
Class Order to the nearest dollar. Amounts could have been rounded off to nearest thousand, but management has
selected not to do so at this point in time.
This report is made in accordance with a resolution of Directors, pursuant to Section 298 (2) (a) of the Corporation Act
2001.
The directors of the Company support and adhere to the principle of corporate governance, recognising the need for the
highest standard of corporate behaviour and accountability. A review of the Company's corporate governance practices
was undertaken during the year to ensure they remained optimal. Please refer to the corporate governance statement in
this report.
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in Note 7 to the financial statements.
There were no ordinary shares of the company issued on exercise of options during the year (2023:Nil), nor are there any
ordinary shares under option at the end of the financial year and the date of this report.
16
Corporate Governance Statement
The Company is committed to implementing standards of corporate governance consistent with the ASX Corporate
Governance Council's Corporate Governance Principles and Recommendations (4th Edition).
Where the Company's corporate governance practices do not correlate with the Recommendations, the Company does
not currently regard it appropriate to meet that specific Recommendation, due to the nature and size of the Company's
operations. The Board's reasoning for any departure to the Recommendations is explained in the Corporate Governance
Statement which is available on the Company website http://www.tpc.com.au/investor_reports.asp.
17
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
18
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Auditor’s Independence Declaration
To the Directors of TPC Consolidated Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of TPC Consolidated Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Thomas
Partner – Audit & Assurance
Sydney, 29 August 2024
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2024
2024
2023
Note
$
$
Revenue
2
159,757,942
137,330,547
Delivery of services
(127,088,736)
(93,352,614)
Gross profit
32,669,206
43,977,933
Gain on sale of derivatives
2
-
3,286,288
Gross profit and gain on sale of derivatives
32,669,206
47,264,221
Other income
2
54,479
18,608
32,723,685
47,282,829
Operating expenses
3
(12,998,412)
(13,425,911)
Employee benefits expense
3
(11,418,344)
(9,208,485)
(Loss)/gain on fair value of derivatives
(11,597)
22,085
Depreciation and amortisation
3
(1,216,443)
(768,698)
Finance revenue
793,883
321,923
Finance costs
3
(129,239)
(68,590)
Profit before income tax
3
7,743,533
24,155,153
Income tax expense
4
(2,351,900)
(7,307,670)
Profit for the year
5,391,633
16,847,483
Other comprehensive income for the year, net of tax
Amounts that may subsequently be transferred to profit or loss
Exchange differences on translating foreign operations
(64,378)
18,398
Fair value movement on derivatives designated for Hedge Accounting
2,876,394
(49,507,543)
Tax relating to (gain)/loss in fair value of cash flow hedges
(862,918)
14,852,263
Other comprehensive income for the year, net of tax
1,949,098
(34,636,882)
Total comprehensive income for the year
7,340,731
(17,789,399)
Profit attributable to Members of TPC Consolidated Limited
5,391,633
16,847,483
Total comprehensive income attributable to Members of TPC Consolidated
Limited
7,340,731
(17,789,399)
Earnings per share for the year attributable to the members of TPC
Consolidated Limited
Cents
Cents
Earnings per share
- Basic earnings per share
5
47.53
148.13
- Diluted earnings per share
5
47.53
148.13
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
19
Consolidated Statement of Financial Position
As at 30 June 2024
2024
2023
Note
$
$
ASSETS
Current Assets
Cash and cash equivalents
8
5,996,123
22,071,358
Trade and other receivables
9
34,335,255
18,372,142
Derivatives held at fair value
22
3,803,343
938,546
Current tax receivables
4
991,464
-
Bank deposits
10
15,011,297
11,011,297
Other assets
11
1,147,826
765,196
Total Current Assets
61,285,308
53,158,539
Non-Current Assets
Property, plant and equipment
13
1,128,095
1,290,084
Right of use assets
14
3,033,775
3,437,721
Deferred tax assets
4
95,658
1,742,173
Total Non-Current Assets
4,257,528
6,469,978
TOTAL ASSETS
65,542,836
59,628,517
LIABILITIES
Current Liabilities
Trade and other payables
15
22,636,882
14,451,746
Lease liabilities
14
799,768
617,845
Current tax liabilities
4
-
4,433,544
Short term provisions
16
2,484,702
2,170,373
Contract liabilities
17
3,231,359
2,909,136
Total Current Liabilities
29,152,711
24,582,644
Non-Current Liabilities
Long term provisions
16
96,832
113,947
Lease liabilities
14
2,346,303
2,808,799
Total Non-Current Liabilities
2,443,135
2,922,746
TOTAL LIABILITIES
31,595,846
27,505,390
NET ASSETS
33,946,990
32,123,127
EQUITY
Issued capital
18
10,527,420
10,372,860
Reserves
19
2,593,721
661,857
Retained earnings
20,825,849
21,088,410
TOTAL EQUITY
33,946,990
32,123,127
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
20
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Issued
Retained
Capital
Reserves
Earnings
Total
Note
$
$
$
$
Balance at 1 July 2022
10,499,308
35,298,739
6,516,050
52,314,097
Profit for the year
-
-
16,847,483
16,847,483
Other comprehensive income
-
(34,636,882)
-
(34,636,882)
Total comprehensive income for the year
-
(34,636,882)
16,847,483
(17,789,399)
Transactions with Shareholders
Received related to partially paid shares
18
16,800
-
-
16,800
Dividend paid
-
-
(2,275,123)
(2,275,123)
Share buy back on market
(143,248)
-
-
(143,248)
Balance at 30 June 2023
10,372,860
661,857
21,088,410
32,123,127
Balance at 1 July 2023
10,372,860
661,857
21,088,410
32,123,127
Profit for the year
-
-
5,391,633
5,391,633
Other comprehensive income
-
1,949,098
-
1,949,098
Total comprehensive income for the year
-
1,949,098
5,391,633
7,340,731
Transactions with Shareholders
Received related to partially paid shares
18
154,560
-
-
154,560
Dividend paid
-
-
(5,671,428)
(5,671,428)
Transfer relating to Employee equity benefits reserve
-
(17,234)
17,234
-
Balance at 30 June 2024
10,527,420
2,593,721
20,825,849
33,946,990
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
21
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
2024
2023
Note
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
159,498,997
150,379,395
Payments to suppliers and employees (inclusive of GST)
(158,752,745)
(117,220,438)
Interest received
794,764
320,973
Interest and other financial costs paid
(129,239)
(87,683)
Income tax paid
(6,993,310)
(5,392,993)
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES
8(b)
(5,581,533)
27,999,254
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment
(238,900)
(1,077,943)
Payment to bank deposits
(4,000,000)
(5,714,621)
NET CASH USED IN INVESTING ACTIVITIES
(4,238,900)
(6,792,564)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from partially paid share capital
154,560
16,800
Payment for share buy back on market
-
(143,248)
Repayment of borrowings
-
(1,455,481)
Repayment of lease liabilities
(737,934)
(543,218)
Dividends paid
(5,671,428)
(2,275,123)
NET CASH USED IN FINANCING ACTIVITIES
(6,254,802)
(4,400,270)
Net (decrease)/increase in cash held
(16,075,235)
16,806,420
Cash held at the beginning of the financial year
22,071,358
5,264,938
CASH AT THE END OF FINANCIAL YEAR
8(a)
5,996,123
22,071,358
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
22
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Basis of Preparation
Parent Entity Information
Accounting Policies
New, Revised or Amended Accounting Standards and Interpretations Adopted
(a) Principles of Consolidation
Note 1: Statement of Material Accounting Policies
This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001 as applicable to for-profit entities.
The consolidated financial report of the Group also complies with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standards Board (IASB).
The following is a summary of the material accounting policies adopted in the preparation of the financial report. The
accounting policies have been consistently applied, unless otherwise stated, with all balances being presented in Australian
dollars.
This financial report includes the consolidated financial statements and notes of TPC Consolidated Limited and the
controlled entities (consolidated group or group).
TPC Consolidated Limited is a company limited by shares, incorporated and domiciled in Australia, whose shares are
publicly traded on the Australian Securities Exchange, under the ticker TPC.
The financial report has been prepared on an accruals basis and is based on historical costs except where applicable as
modified by the revaluation of financial assets and financial liabilities for which the fair value basis of accounting has been
applied.
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2024.
The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary
and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30
June.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with
Australian Accounting Standards ensures that the consolidated financial statements and notes also comply with
International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report
are presented below. They have been consistently applied unless otherwise stated.
The financial report of TPC Consolidated Limited and its controlled entities for the year ended 30 June 2024 was authorised
for issue in accordance with a resolution of the TPC Board of Directors on 29 August 2024.
In accordance with Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in Note 27.
The Company has applied the required amendments to the Standards that are relevant to its operations and effective for
the current reporting period.
The application of the amendments to Standards do not have a material impact on disclosure or amounts recognised in
these financial statements.
23
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(a) Principles of Consolidation (continued)
(b) Income Tax
- the initial recognition of goodwill; or
the accounting profit or taxable income at the time of the transaction.
The income tax expense or benefit represents the sum of current tax and deferred tax. Current tax is calculated on
accounting profit after adjustment for any non-taxable and non-deductible items. Deferred tax is calculated at the tax rates
that are expected to apply to the period when the asset is realised or the liability is settled. It is calculated using the tax
rates that have been enacted or are substantially enacted at reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except to the extent that the deferred tax
liabilities arises from:
Effective 1 July 2003, for the purposes of income taxation, TPC Consolidated Limited and its 100% owned Australian
subsidiaries formed a tax consolidated group. As part of the election to enter tax consolidation, the tax consolidated group
is treated as a single entity for income tax purposes. Gotalk Pty Limited and its wholly owned subsidiaries joined the tax
consolidated group upon acquisition on 23 December 2011.
The current tax and deferred tax is recognised as an expense in the consolidated statement of profit or loss and other
comprehensive income, except when it relates to items directly charged or credited to equity, in which case the current and
deferred tax is also recognised directly in equity.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.
- the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither
Note 1: Statement of Material Accounting Policies (continued)
Deferred tax assets are recognised for all deductible temporary differences and for carrying forward of unused tax losses
and tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carrying forward of unused tax losses and tax credits can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and
liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended
that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods
in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will be occurring in the foreseeable future.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from
the effective date of acquisition, or up to the effective date of disposal, as applicable.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and
losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on
consolidation, the underlying asset is also tested for impairment from a group perspective.
Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
TPC Consolidated Limited, as the head entity in the tax consolidated group, recognises, in addition to its own, the current
tax liabilities and the deferred tax assets arising from unused tax losses and tax credits of all entities in the group.
24
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(c) Inventories
(d) Property, Plant and Equipment
Plant and Equipment
Plant and Equipment are measured on the cost basis less depreciation and impairment losses.
Depreciation
The depreciation rates used for each class of depreciable assets are:
Motor Vehicles 20%
Plant & Equipment
10%
Office Fittings & Furniture
13%
Office Equipment
20% - 33%
Network Equipment
20% - 33%
(e) Leases
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The
right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct
costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any
lease payments made in advance of the lease commencement date (net of any incentives received).
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three
key evaluations which are whether:
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows
which will be received from the assets employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
Inventories are initially measured and recorded at cost and are valued at the lower of cost and net realisable value.
The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is
depreciated on a straight line basis over their useful lives to the consolidated entity commencing from the time the asset is
held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or
the estimated useful lives of the improvements.
Each class of property, plant and equipment is carried at cost less any accumulated depreciation and any provision for
impairment loss.
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 benefits associated with the item will flow to the group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other
comprehensive income during the financial period in which they are incurred.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains or losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Note 1: Statement of Material Accounting Policies (continued)
• the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group
• the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the
period of use, considering its rights within the defined scope of the contract
• the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it
has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
25
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(e) Leases (continued)
Measurement and recognition of leases as a lessee (continued)
(f) Financial Instruments
Recognition and derecognition
Classification and initial measurement of financial assets
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at
that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is
remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss
if the right-of-use asset is already reduced to zero.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of
the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use
asset for impairment when such indicators exist.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and
payments arising from options reasonably certain to be exercised.
In the periods presented the corporation does not have any financial assets categorised as FVOCI.
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset.
Note 1: Statement of Material Accounting Policies (continued)
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the following
categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other
expenses.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an
expense in profit or loss on a straight-line basis over the lease term.
26
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(f) Financial Instruments (continued)
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets at fair value through profit or loss (FVTPL)
Financial assets at fair value through other comprehensive income (FVOCI)
Impairment of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as
FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding
The Group first identifying a credit loss event. Instead the Group considers a broader range of information when assessing
credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable
forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit
risk (‘Stage 1’) and
• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is
not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised
for the second category.
Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the asset.
AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Instruments within the scope of the requirements included loans and other debt-type
financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured
under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair
value through profit or loss.
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
• they are held under a business model whose objective it is “hold to collect” the associated cash flows and sell and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial.
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are
categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual
cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments
fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting
requirements apply.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of
financial assets in this category are determined by reference to active market transactions or using a valuation technique
where no active market exists.
Note 1: Statement of Material Accounting Policies (continued)
27
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(f) Financial Instruments (continued)
Trade and other receivables and contract assets
Classification and measurement of financial liabilities
Derivative financial instruments and hedge accounting
To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in cash
flow hedges are recognised in other comprehensive income and included within the cash flow hedge reserve in equity. Any
ineffectiveness in the hedge relationship is recognised immediately in profit or loss.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics
they have been grouped based on the days past due.
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive income is
reclassified from equity to profit or loss and presented as a reclassification adjustment within other comprehensive income.
However, if a non-financial asset or liability is recognised as a result of the hedged transaction, the gains and losses
previously recognised in other comprehensive income are included in the initial measurement of the hedged item.
Note 1: Statement of Material Accounting Policies (continued)
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and
records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its
historical experience, external indicators and forward-looking information to calculate the expected credit losses using a
provision matrix.
Derivative financial instruments are accounted for at fair value through profit and loss (FVTPL) except for derivatives
designated as hedging instruments in cash flow hedge relationships, which require a specific accounting treatment. To
qualify for hedge accounting, the hedging relationship must meet all of the following requirements:
• there is an economic relationship between the hedged item and the hedging instrument
• the effect of credit risk does not dominate the value changes that result from that economic relationship
• the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity
actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged
item.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the
Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives
and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in
profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
For the reporting periods under review, the Group has designated certain forward currency contracts as hedging
instruments in cash flow hedge relationships. These arrangements have been entered into to mitigate foreign currency
exchange risk arising from certain highly probable sales transactions denominated in foreign currency.
All derivative financial instruments used for hedge accounting are recognised initially at fair value and reported
subsequently at fair value in the statement of financial position.
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the
expected life of the financial instrument.
28
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(f) Financial Instruments (continued)
(g) Impairment of Assets
(h) Foreign Currency Transactions and Balances
Functional and Presentational Currency
Transactions and Balances
Group Companies
- Assets and liabilities are translated at year end exchange rates prevailing at the reporting date;
- Income and expenses are translated at average exchange rates for the period; and
- Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
(i) Employee Benefits
Annual Leave/Long Service Leave
At each reporting date, the group reviews the carrying values of assets to determine whether there is any indication that
those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's
carrying value over its recoverable amount is charged to the consolidated statement of profit or loss and other
comprehensive income.
Note 1: Statement of Material Accounting Policies (continued)
Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency
translation reserve in the consolidated statement of financial position. These differences are recognised in the consolidated
statement of profit or loss and other comprehensive income in the period in which the operation is disposed.
Exchange differences arising on the translation of monetary items are recognised in the consolidated statement of profit or
loss and other comprehensive income.
The functional currency of each group entity is measured using the currency of the primary economic environment in which
the entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's
functional and presentational currency.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash generating unit to which the asset belongs.
If a forecast transaction is no longer expected to occur, any related gain or loss recognised in other comprehensive income
is transferred immediately to profit or loss. If the hedging relationship ceases to meet the effectiveness conditions, hedge
accounting is discontinued and the related gain or loss is held in the equity reserve until the forecast transaction occurs.
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year end exchange rate. Non monetary items measured
at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured
at fair value are reported at the exchange rate at the date when fair values were determined.
The financial results and position of foreign operations whose functional currency is different from the group's
presentational currency are translated as follows:
Provision is made for the consolidated entity's liability for employee benefits arising from services rendered by employees to
reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts
expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have
been measured at the present value of the future cash outflows to be made for those benefits.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that
the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the consolidated
statement of profit or loss and other comprehensive income.
29
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(i) Employee Benefits (continued)
Superannuation
Share-based Payments
(j) Cash and Cash Equivalents
(k) Trade Receivables
Trade and other receivables are stated at amortised cost less any provision for impairment loss.
Expected Credit Loss
Expected credit loss on trade receivables and contract assets
(l) Trade and Other Payables
Trade and other payables are stated at amortised cost.
(m) Provisions
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid
investments with original maturities of three months or less, and bank overdrafts.
Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Note 1: Statement of Material Accounting Policies (continued)
The group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity
to which employees become entitled is measured at grant date and is recognised as an expense over the vesting period,
with a corresponding increase in equity. The fair value of shares is ascertained as the market bid price. The fair value of
options (and ESOP awards accounted for as options) is ascertained using a Black-Scholes pricing model. The number of
shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for
services received as consideration for the equity instruments granted shall be based on the number of equity instruments
that eventually vest.
The amount of the expected credit loss is recognised in profit or loss within other expenses. When a trade receivable for
which an expected credit loss had been recognised becomes uncollectible in a subsequent period, it is written off against
the provision account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit
or loss.
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The loss allowance methodology applied depends on whether there has been a significant increase in
credit risk. For trade receivables, the Group applies the simplified approach, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Group uses an allowance matrix to measure expected credit
losses of trade receivables and contract assets from its customers. Trade receivable amounts are disaggregated into
customer segments. Loss rates are estimated in each age category and are based on the probability of a receivable
progressing through to write-off. Factors to estimate the loss rate are based on risk assessment performed per customer
segment and economic factors such as wholesale electricity forward curves.
The Group uses an allowance matrix to measure expected credit losses of trade receivables and contract assets from its
customers.
Contributions are made by the consolidated entity to employee superannuation funds and are charged as expenses when
incurred.
30
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(n) Contract Liabilities
(o) Revenue Recognition
Customer contract liabilities are recognised for cash received in advance and services not used yet.
Costs to obtain and fulfil a contract
Note 1: Statement of Material Accounting Policies (continued)
The majority of contractual energy supply arrangements with customers have no fixed duration, generally require no
minimum consumption by the customer and are able to be terminated by either party at any time without incurring
significant penalty. Given this, the enforceable contracts are considered short term (less than 12 months) in nature.
The Group has generally concluded that it is the principal in its revenue arrangements because it controls the goods or
services before transferring them to the customer. The Group’s primary performance obligations are the supply of energy
(gas or electricity) over the contractual term. There are either individual contracts representing separate purchasing
decisions of customers, or the units of supply of energy represent a series of distinct goods that are substantially the same
and have the same pattern of transfer to the customer and hence is considered one performance obligation satisfied over
time. For the shorter term contracts, the performance obligations are considered to be satisfied, and revenue is recognised,
as and when the units of energy are delivered.
Residential electricity and gas sales
Residential energy sales relate to the sales of energy (gas and electricity) to retail customers. Residential sales are
classified as individual, short term, day-by-day contracts and are recognised as revenue on a day-by-day basis upon
delivery of energy to customers. The Group recognises revenue from contracts with its residential customers at the
electricity and gas portfolio levels.
Business electricity and gas sales
Business sales represent the sale of energy to business customers. The nature and accounting treatment of this revenue
stream is consistent with residential sales.
Costs that are incurred regardless of whether an energy contract is obtained are expensed as incurred, unless those costs
are explicitly chargeable to the customer.
Contract liabilities also represents receipts in advance from customers of the energy business as at the reporting date.
The Group’s primary revenue streams relate to the retail sale of electricity and gas to residential and business customers in
Australia. Revenue from contracts with customers is recognised when control of the goods or services is transferred to a
customer at an amount that reflects the consideration to which the Group expects to be entitled to receive in exchange for
those goods or services.
Contract liabilities represents the unused component of prepaid mobile products as at the reporting date and relates to
cards that have been activated.
31
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(o) Revenue Recognition (continued)
(p) Goods and Services Tax
(q) Earnings per Share
(r) Segment Reporting
(s) Comparatives
(t) Critical Accounting Estimates and Judgments
Interest revenue is recognised using the effective interest method.
Note 1: Statement of Material Accounting Policies (continued)
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and
best available current information. Estimates assume a reasonable expectation of future events and are based on current
trends and consolidated data, obtained both externally and within the group.
Basic earnings per share is calculated as net profit or loss attributable to ordinary equity holders of TPC Consolidated
Limited divided by the weighted average number of ordinary shares outstanding during the period.
Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST due,
but not paid, to the Australian Taxation Office is included under payables.
Variable consideration and constraints
The Group includes variable consideration in the transaction price as estimated at the inception of a contract. However, if it
is considered 'highly probable' that a significant reversal of revenue recognised will occur in the future, the variable
consideration is constrained and not included in the transaction price. The Group's contractual arrangements contain a
number of variable pricing elements including discounts. Some of these variable elements are resolved during the reporting
periods. Where they are not, management estimates the likelihood of the variable pricing element eventuating and
recognises the variable pricing element to the extent it is not highly probable that it will reverse.
Revenues and expenses are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of expense.
Cash flows are presented in the cash flow statements on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
Diluted earnings per share is calculated as adjusted net profit or loss attributable to ordinary equity holders of TPC
Consolidated Limited divided by the weighted average number of shares outstanding adjusted for the effects of all dilutive
potential ordinary shares during the period.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors.
Where required by accounting standards, comparative figures have been adjusted to conform to changes in the current
year.
32
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Accounting Policies (continued)
(t) Critical Accounting Estimates and Judgments (continued)
Expected Credit Loss of Receivables
Contract Assets
Fair Value of Financial Instruments
Accrued Network Costs
When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be
derived from active markets, the fair value is determined using valuation techniques including the discounted cash flow
model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a
degree of judgement is required in establishing fair values. The judgements include considerations of inputs such as
liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of
financial instruments. See Note 25 for further discussion.
Note 1: Statement of Material Accounting Policies (continued)
The Group recognises revenue from gas and electricity sales once the gas and/or electricity has been consumed by the
customer. Management estimates customer consumption between the last invoice date and the end of the reporting period
when determining gas and electricity revenue for the financial period. Various assumptions and financial models are used to
determine the estimated unbilled consumption.
Some of the assumptions and estimates include:
• Volume and timing of energy consumed by the customers
• Various pricing plans and allocation of the estimated volume to such pricing plans
• Loss factors
• Behavioural discounts
Management estimates energy consumption between the date of the last invoice from the energy distributor to the Group,
and the end of the reporting period when estimating network expenses.
Detailed calculations utilising estimates of the electricity and gas consumption of customers are used to determine the
estimate of unbilled network expenses.
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit
risk. For trade receivables, the Group applies the simplified approach, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Group uses an allowance matrix to measure expected credit
losses of trade receivables from its customers. Trade receivable amounts are disaggregated into customer segments. Loss
rates are estimated in each age category and are based on the probability of a receivable progressing through to write-off.
Factors to estimate the loss rate are based on risk assessment performed per customer segment and economic factors
such as wholesale electricity forward curves.
Some of the assumptions and estimates include:
• Average network cost of energy for past 3 months
• Loss factors
• Volume and timing of energy consumed by customers
The Group makes uses of simplified approach in accounting for contract assets and records the loss allowance as life
expected credit losses.
33
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 2: Revenue
2024
2023
$
$
Disaggregated Revenue
Services transferred over time
- Electricity Service
99,162,818
90,054,510
- Gas Service
60,491,532
45,428,003
- Telecommunication Services
103,592
1,848,034
159,757,942
137,330,547
Gain on sale of derivatives (1)
-
3,286,288
Other Income
- Foreign Exchange Gain
14,873
-
- Sundry Income
39,606
18,608
54,479
18,608
Note 3: Profit Before Income Tax
2024
2023
$
$
Short Term Lease Expense
271,308
253,745
Advertising and Promotion Expense
815,610
538,608
Communication Expense
197,029
95,214
Professional Fees
2,886,157
1,934,005
Bank and Merchant Fees
963,509
699,086
Travel Expense
560,697
471,840
Expected Credit Losses
2,196,940
4,574,095
Foreign Exchange Losses
-
8,475
Other Expenses
5,107,162
4,850,843
Total Operating Expenses
12,998,412
13,425,911
Employee Benefits Expenses
10,534,571
8,563,056
Superannuation
883,773
645,429
Total Employee Benefits Expenses
11,418,344
9,208,485
Depreciation of Non-current Assets
1,216,443
768,698
Total Depreciation and Amortisation
1,216,443
768,698
Finance Costs
129,239
68,590
(1) This represents the gains recognised on the sale of energy derivatives to third parties. As detailed in note 25 (a) the
group is exposed to energy price risks and manages these through entering into derivative instruments. The group
strategically enters into these arrangements to manage this risk and the intention is not to trade their position to make a
profit, however, from time to time there is a commercial rationale to exit the hedged position. Any material surplus /
(loss) is recognised separately on the face of the profit and loss.
AASB 15 requires entities to disaggregate revenue from contracts with customers into categories that depict how the
nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Group has
determined that a disaggregation of revenue using existing segments and the nature of revenue best depicts the
Group's revenue.
For 2024, revenue includes $2,760,766 (2023: $2,113,579) included in contract liability balance at the beginning of the
period.
34
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 4: Income Tax Expense
2024
2023
$
$
(a) Income Tax Expense
The major components of income tax expense are:
Income tax payable for the year
1,828,452
6,615,830
(Over)/under provision in respect of prior years
(260,150)
75,369
783,598
616,471
Income tax expense
2,351,900
7,307,670
2024
2023
$
$
7,743,533
24,155,153
2,323,060
7,246,546
Non-assessable items
288,990
(14,245)
(Over)/underprovision in respect of prior years
(260,150)
75,369
Income tax expense attributable to profit from ordinary activities
2,351,900
7,307,670
2024
2023
$
$
(c) Current Tax Balances
Current tax assets/(liabilities)
Income tax receivable/(payable)
991,464
(4,433,544)
Movement in deferred tax
Prima facie tax expense on profit from ordinary activities at
30% (2023: 30%)
(b) The prima facie income tax expense on profit from ordinary activities differs
from the income tax expense provided in the financial statements and is
reconciled as follows:
Profit before income tax expense
35
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 4: Income Tax Expense (continued)
(d) Deferred Tax Balances
Charged to
Other
Opening
Charged to
Comprehensive
Closing
Balance
Income
Income
Balance
$
$
$
$
Deferred tax liabilities
Derivatives held at fair value
15,130,348
-
(14,852,263)
278,085
Property, plant and equipment
42,929
5,368
-
48,297
Right of use assets
49,988
962,384
-
1,012,372
Accrued Income
-
1,596,220
-
1,596,220
Others
7,124
(6,849)
-
275
Balance as at 30 June 2023
15,230,389
2,557,123
(14,852,263)
2,935,249
Derivatives held at fair value
278,085
-
862,918
1,141,003
Property, plant and equipment
48,297
199,351
-
247,648
Right of use assets
1,012,372
(213,131)
-
799,241
Accrued Income
1,596,220
2,369,856
-
3,966,076
Others
275
(275)
-
-
Balance as at 30 June 2024
2,935,249
2,355,801
862,918
6,153,968
Charged to
Other
Opening
Charged to
Comprehensive
Closing
Balance
Income
Income
Balance
$
$
$
$
Deferred tax assets
Provisions
630,717
55,964
-
686,681
Allowance of expected credit loss
1,280,461
299,447
-
1,579,908
Accrued Income
330,170
(330,170)
-
Trade and other payables
409,089
961,774
-
1,370,863
Others
86,333
950,490
-
1,036,823
Balance as at 30 June 2023
2,736,770
1,940,652
-
4,677,422
Provisions
686,681
89,579
-
776,260
Derivatives held at fair value
3,147
(3,147)
-
-
Allowance of expected credit loss
1,579,908
(135,465)
-
1,444,443
Trade and other payables
1,370,863
1,476,706
-
2,847,569
Others
1,036,823
144,531
-
1,181,354
Balance as at 30 June 2024
4,677,422
1,572,204
-
6,249,626
2024
2023
$
$
Deferred tax assets
6,249,626
4,677,422
Deferred tax liability
(6,153,968)
(2,935,249)
Net deferred tax assets
95,658
1,742,173
36
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 4: Income Tax Expense (continued)
(e) Tax Consolidation
Note 5: Earnings Per Share
2024
2023
Cents
Cents
Basic earnings per share
47.53
148.13
Diluted earnings per share
47.53
148.13
5,391,633
16,847,483
Number
Number
in the calculation of basic EPS
11,342,857
11,373,707
in the calculation of diluted EPS
11,342,857
11,373,707
Note 6: Dividends Paid and Proposed
(a) Recognised Amounts
Cents per Share
Total
Cents per Share
Total
$
$
(i) Dividends paid during the year:
Final dividend (prior year) - fully franked
30.0
3,402,857
10.0
1,137,561
Interim dividend - fully franked
20.0
2,268,571
10.0
1,137,561
Total
50.0
5,671,428
20.0
2,275,122
(ii) Dividends declared and not recognised as
a liability:
Final dividends - fully franked (1) & (2)
-
-
30.0
3,402,857
Weighted average number of ordinary shares outstanding during the year
Net earnings used in the calculation of basic and diluted EPS
Effective 1 July 2003, for the purposes of income taxation, TPC Consolidated Limited and its 100% owned Australian
subsidiaries formed a tax consolidated group. As part of the election to enter tax consolidation, the tax consolidated
group is treated as a single entity for income tax purposes. Gotalk Pty Limited and its wholly owned subsidiaries joined
the tax consolidated group upon acquisition on 23 December 2011.
TPC Consolidated Limited, as the head entity in the tax consolidated group, recognises, in addition to its own
transactions, the current tax liabilities and the deferred tax assets arising from unused tax losses and tax credits of all
entities in the group.
2023
2024
(2) A final dividend $3,402,857 equivalent to 30 cents per share (11,342,857 shares) was declared on 25 August 2023
with a record date of 5 September 2023 and was paid on 19 September 2023.
(1) No final dividend was declared and payable for the year ended 30 June 2024.
37
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 6: Dividends Paid and Proposed (continued)
Franking Credit Balance
2024
2023
$
$
10,812,715
6,275,648
10,812,715
6,275,648
-
(1,458,367)
10,812,715
4,817,281
Note 7: Auditor's Remuneration
2024
2023
$
$
Audit services - Grant Thornton Audit Pty Limited
Audit or Review of the Financial Reports
138,200
138,500
Other services - Related entity of Grant Thornton Audit Pty Limited
Taxation Services
35,700
31,200
Total Remuneration of Grant Thornton Audit Pty Limited and related entities
173,900
169,700
Note 8: Cash and Cash Equivalents
2024
2023
$
$
(a) Cash Balance
Cash at bank and in hand
5,996,123
22,071,358
5,996,123
22,071,358
(b) Reconciliation of Net Cash Flow from Operations with Profit after Income Tax
2024
2023
$
$
Profit after income tax
5,391,633
16,847,483
Non-cash flows in profit
Depreciation and amortisation
1,216,443
768,698
Loss/(gain) on fair value of derivatives
11,597
(22,085)
Expected credit loss of receivable recognised
(460,877)
562,283
Loss on disposal of fixed assets
39,608
-
Changes in assets and liabilities
Decrease in prepayments
52,789
226,919
Increase in trade & other receivables
(15,502,236)
(779,696)
Decrease in inventories
-
45,376
Increase in trade & other payables
2,266,476
9,223,231
Increase in contract liabilities
322,223
321,410
Increase in other provisions
297,214
189,164
Decrease in net deferred tax assets
783,597
616,471
(5,581,533)
27,999,254
During the financial year the following fees were paid or payable for services provided
by Grant Thornton Audit Pty Limited, the auditor of the Company:
The amount of franking credits available for the subsequent financial year are:
- Franking account balance as at the end of the financial year at 30% (2023: 30%)
The amount of franking credits available for future reporting periods:
- Impact on franking account balance of dividends proposed after the reporting date
38
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 9: Trade and Other Receivables
2024
2023
$
$
Current
Trade Receivables
18,902,699
14,548,191
Expected Credit Losses of Receivables
(4,805,235)
(5,266,112)
Contract Assets (a)
20,052,283
8,970,004
Goods and Services Tax Receivable
161,649
89,973
Other Receivables
23,859
30,086
34,335,255
18,372,142
(a) Contract Assets comprises of:
- Contract Assets (1)
20,052,204
8,969,044
- Other Accrued Income
79
960
20,052,283
8,970,004
Opening contract assets
8,969,044
6,514,246
Contract assets billed during the year
(129,836,196)
(35,633,663)
Contract assets accrued for the year
140,919,356
38,088,461
Closing contract assets
20,052,204
8,969,044
The movement in the expected credit losses in respect of trade receivables and other receivables are detailed below:
Opening balance
(5,266,112)
(4,703,829)
- Expected credit losses recognised during the year
(3,337,171)
(5,214,428)
- Expected credit losses reversed during the year
1,141,498
763,554
- Receivables written off during the year as uncollectible
2,656,550
3,888,591
Closing balance
(4,805,235)
(5,266,112)
Credit Policy
Ageing of trade receivables at the reporting date was:
Not past due
11,575,027
5,915,110
Past due 0 - 30 days
2,320,531
1,315,304
Past due 31 - 60 days
877,110
898,091
Past due 61 - 90 days
584,959
593,497
Past due 90 days over
3,545,072
5,826,189
Total
18,902,699
14,548,191
Expected credit losses
(4,805,235)
(5,266,112)
Trade receivables net of expected credit losses
14,097,464
9,282,079
(1) The increased in Contract Assets in FY 2024 is mainly due to substantial increase in energy consumption in the year
ended compared to FY 2023.
The Group requires customers to pay in accordance with agreed terms. Trade receivables are non-interest bearing and
are generally on 20-90 days terms. A provision for impairment is recognised based on expected credit loss model. All
credit and recovery risk associated with trade receivables has been provided for in the consolidated statement of
financial position.
39
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 9: Trade and Other Receivables (continued)
The expected credit loss for trade receivables as at 30 June 2024 and 30 June 2023 was determined as follows:
At 30 June 2024
Expected
Credit Loss
Rate
Gross Carrying
Amount
Expected Credit
Loss
%
$
$
Not past due
4.09%
11,575,027
473,191
Past due 0 - 30 days
15.75%
2,320,531
365,395
Past due 31 - 60 days
38.18%
877,110
334,898
Past due 61 - 90 days
69.07%
584,959
404,006
Past due 90 days over
91.05%
3,545,072
3,227,745
Total
18,902,699
4,805,235
At 30 June 2023
Expected
Credit Loss
Rate
Gross Carrying
Amount
Expected Credit
Loss
%
$
$
Not past due
6.97%
5,915,110
412,018
Past due 0 - 30 days
26.66%
1,315,304
350,716
Past due 31 - 60 days
43.73%
898,091
392,730
Past due 61 - 90 days
79.47%
593,497
471,625
Past due 90 days over
62.46%
5,826,189
3,639,023
Total
14,548,191
5,266,112
Note 10: Bank Deposits
2024
2023
$
$
Current
Bank Deposits
15,011,297
11,011,297
Note 11: Other Assets
2024
2023
$
$
Current
Prepayments
344,464
397,253
Security Deposit
803,362
367,943
1,147,826
765,196
Bank deposits include term deposits which are held as security for bank guarantee amounting to $15,011,297 (2023:
$11,011,297).
40
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 12: Controlled Entities
Country
of
Incorporation
2024
2023
2024
02
2023
%
%
$
$
Parent Entity
TPC Consolidated Limited
Australia
Controlled Entities Interest at Cost
CovaU Pty Limited
Australia
100%
100%
12
12
iGENO Pty Limited
Australia
100%
100%
100
100
Tel.Pacific ESOP Pty Limited
Australia
100%
100%
1
1
Gen Earth Pty Limited
Australia
100%
100%
200
200
Kinect Inc.
Philippines
100%
100%
115,693
115,693
Investment in controlled entities
116,006
116,006
Impairment losses
-
-
Total investment in controlled entities
116,006
116,006
Note 13: Property, Plant and Equipment
2024
2023
$
$
Motor Vehicle
67,200
-
Less: Accumulated Depreciation
(12,320)
-
54,880
-
Plant & Equipment
-
57,264
Less: Accumulated Depreciation
-
(17,179)
-
40,085
Network Equipment & Software
195,806
826,271
Less: Accumulated Depreciation
(176,920)
(787,958)
18,886
38,313
Office Equipment
1,804,427
1,715,214
Less: Accumulated Depreciation
(1,580,115)
(1,501,695)
224,312
213,519
Office Fittings & Furniture
1,703,572
1,668,137
Less: Accumulated Depreciation
(873,555)
(669,970)
830,017
998,167
1,128,095
1,290,084
Company's recorded
amount of Investment
Effective Interest
41
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 13: Property, Plant and Equipment (continued)
Movement in Carrying Amount
Motor
Vehicle
Plant &
Equipment
Network
Equipment
& Software
Office
Equipment
& Software
Office
Fittings &
Furniture
Total
$
$
$
$
$
$
2024
Balance at the beginning of the year
-
40,085
38,313
213,519
998,167
1,290,084
Additions
67,200
-
313
118,078
53,309
238,900
Disposal
-
(39,608)
-
-
-
(39,608)
Depreciation expense
(12,320)
(477)
(19,740)
(103,271)
(221,310)
(357,118)
Foreign currency exchange difference
-
-
-
(4,014)
(149)
(4,163)
Balance at the end of the year
54,880
-
18,886
224,312
830,017
1,128,095
Motor
Vehicle
Plant &
Equipment
Network
Equipment
& Software
Office
Equipment
& Software
Office
Fittings &
Furniture
Total
$
$
$
$
$
$
2023
Balance at the beginning of the year
-
45,812
62,573
228,695
145,283
482,363
Additions
-
-
-
80,135
997,808
1,077,943
Depreciation expense
-
(5,727)
(24,260)
(97,912)
(145,012)
(272,911)
Foreign currency exchange difference
-
-
-
2,601
88
2,689
Balance at the end of the year
-
40,085
38,313
213,519
998,167
1,290,084
42
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 14: Leases
(a) Amounts recognised in the balance sheet
2024
2023
$
$
The balance sheet shows the following amounts relating to leases:
Right-of-use asset
- Properties
At cost
4,011,044
4,006,841
Less: Accumulated depreciation
(977,269)
(569,120)
3,033,775
3,437,721
Balance at 1 July 2022
374,992
Addition
3,552,183
Depreciation
(495,787)
Foreign currency exchange difference
6,333
Balance at 30 June 2023
3,437,721
Balance at 1 July 2023
3,437,721
Addition
458,861
Depreciation
(859,325)
Foreign currency exchange difference
(3,482)
Balance at 30 June 2024
3,033,775
2024
2023
$
$
Lease liabilities
Current
799,768
617,845
Non-current
2,346,303
2,808,799
3,146,071
3,426,644
Within 1 year
1-2 year
2-3 year
3-5 year
Total
$
$
$
$
$
At 30 June 2024
Lease payments
908,319
958,460
861,694
649,937
3,378,410
Finance charges
(108,551)
(73,987)
(39,892)
(9,909)
(232,339)
Net present value
799,768
884,473
821,802
640,028
3,146,071
At 30 June 2023
Lease payments
733,838
747,176
789,260
1,482,859
3,753,133
Finance charges
(115,993)
(93,051)
(67,718)
(49,727)
(326,489)
Net present value
617,845
654,125
721,542
1,433,132
3,426,644
(b) Amounts recognised in the statement of profit or loss
2024
2023
$
$
The statement of profit or loss shows the following amounts relating to leases:
Depreciation charge of right-of-use asset
Right-of-use asset
859,325
495,787
Interest expense (included in finance cost)
128,895
27,785
Expense relating to short-term leases
110,982
117,216
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2022
were as follows:
43
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 15: Trade and Other Payables
2024
2023
$
$
Current
Trade Payables
5,230,718
4,075,994
Accrued Expenses
16,967,916
10,032,312
Sundry Payables
438,248
343,440
22,636,882
14,451,746
Note 16: Provisions
2024
2023
$
$
Short Term Provisions
Leave Entitlement (1)
2,484,702
2,170,373
2,484,702
2,170,373
Long Term Provisions
Leave Entitlement (1)
96,832
113,947
96,832
113,947
(1) Leave Entitlement Provision represents provision for employee entitlements relating to annual leave and long service
leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service
leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits
have been included in Note 1.
44
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 17: Contract Liabilities
2024
2023
$
$
Unearned revenue relating to energy services
3,231,359
2,647,160
Unearned revenue relating to telecommunication services
-
261,976
3,231,359
2,909,136
Opening contract liabilities
2,909,136
2,587,726
Contract liabilities extinguished during the year
(35,276,587)
(28,981,947)
Contract liabilities accrued for the year
35,598,810
29,303,357
Closing contract liabilities
3,231,359
2,909,136
Note 18: Issued Capital
Number
$
Number
$
(a) Ordinary Shares
Issued and Fully Paid
11,342,857
10,527,420
11,202,857
10,338,420
Issued and Partially Paid (1)
-
-
140,000
34,440
11,342,857
10,527,420
11,342,857
10,372,860
(b) Movements in Ordinary Shares on Issue
Balance at the beginning of the year
11,342,857
10,372,860
11,375,613
10,499,308
Received related to ESOP shares
-
154,560
-
16,800
-
-
(32,756)
(143,248)
Balance at the end of the year
11,342,857
10,527,420
11,342,857
10,372,860
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value
shares. Accordingly, the company does not have authorised capital nor par value in respect of its issued shares.
Ordinary shares carry one vote per share and carry the right to dividends.
The amounts recognised as a contract liability will generally be utilised within the next reporting period.
(1) The issue of shares under the 2009 Employee Shares Ownership Plan (2009 ESOP) has been treated as issue of
share options in accordance with the pronouncement of the International Financial Reporting Interpretations Committee.
Where the company funds the acquisition of its own shares via a loan to employees with recourse only to the shares, it is
treated as an option grant and accounted for under AASB 2 Share-based Payment. No loan or equity is booked initially.
The Company has effectively given the employee an option exercisable sometime in the future to buy a share at a set
price. For information relating to shares issued under the 2009 ESOP during the financial year, refer to Note 24(a).
2024
2023
Share buy back on market
45
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 18: Issued Capital (continued)
(c) Capital Management
Note 19: Reserves
2024
2023
$
$
Foreign Currency Translation Reserve
Balance at the beginning of the year
(4,242)
(22,640)
(Loss)/gain on translation of overseas controlled entities
(64,378)
18,398
Balance at the end of the year
(68,620)
(4,242)
Employee Equity Benefits Reserve
Balance at the beginning of the year
17,234
17,234
Transferred to retained earnings
(17,234)
-
Balance at the end of the year
-
17,234
Cash flow Hedge Reserve
Balance at the beginning of the year
648,865
35,304,145
Cash flow hedge gain/(loss) recognised in equity (net of tax)
2,013,476
(34,655,280)
Balance at the end of the year
2,662,341
648,865
Total Reserves
2,593,721
661,857
The foreign currency translation reserve records exchange differences arising on translation of foreign controlled
The employee equity benefits reserve records the value of equity benefits provided to employees and directors as part of
their remuneration.
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders
with adequate returns and ensure that the group can fund its operations and continue as a going concern.
The group's capital includes ordinary shares supported by financial assets, and structured debt facilities.
Apart from the above, there have been no changes in the strategy adopted by management to control the capital of the
group since the prior year.
Management effectively manages the group's capital by assessing the group's financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt
levels, distributions to shareholders, buy-back shares and share issues.
There are no externally imposed capital requirements for the group.
46
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 20: Contingent Liabilities
Note 21: Related Party Transactions
During the year, the Company has paid loan standby fee totalling $Nil (2023: $986) on normal commercial terms and
conditions no more favourable than those available to other parties, to Bing Zhou.
During the year, the Company has paid loan standby fee totalling $Nil (2023: $247) on normal commercial terms and
conditions no more favourable than those available to other parties, to Steven Goodarzi.
During the year, the Company has paid loan standby fee totalling $Nil (2023: $247) on normal commercial terms and
conditions no more favourable than those available to other parties, to Jeffrey Ma.
As at 30 June 2024 the consolidated entity has issued bank guarantees totalling $15,011,297 (2023: 11,011,297) for
which term deposits are held to secure this amount.
Apart from the bank guarantees, there are no contingent liabilities as at the date of signing of this report.
Information relating to controlled entities is set out in Note 12. Transactions occurred between certain of these entities
during the period, all of which are eliminated from the consolidated accounts.
During the year, the Company has paid loan standby fee totalling $Nil (2023: $16,027) on normal commercial terms
and conditions no more favourable than those available to other parties, to Chiao-Heng (Charles) Huang.
47
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 22: Fair Value of Financial Instruments
2024
2023
$
$
Current Assets
Derivative financial instruments
3,803,343
938,546
3,803,343
938,546
Fair Value
Carrying
Amount
$
$
Current Assets
Derivative financial instruments
Opening Balance
- Designated as hedging instruments
926,949
926,949
- Non designated as hedging instruments
11,597
11,597
938,546
938,546
Recognised in the statement of profit or loss and other comprehensive income
2,864,797
2,864,797
Closing Balance
- Designated as hedging instruments
3,803,343
3,803,343
- Non designated as hedging instruments
-
-
3,803,343
3,803,343
Carrying
Amount
Level 2
Total
$
$
$
Financial assets
Derivative financial instrument
- Energy derivatives - cash flow hedges
3,803,343
3,803,343
3,803,343
3,803,343
3,803,343
3,803,343
At balance date, the Company has a number of derivative financial instruments which are recorded at fair value in the
Statement of Financial Position.
These financial instruments are classified as "Level 2" instruments per the fair value hierarchy in AASB 13. Level 2
refers to instruments where the fair value is determined using inputs other than quoted prices other than those traded
on an active market.
The fair value of the instruments has been determined by reference to comparable similar instrument prices as at the
balance sheet date.
The instruments include Swap agreements mitigating exposure to significant increases in energy prices over the next
twelve months.
48
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 23: Directors and Executives Disclosures
(a) Remuneration of Key Management Personnel
2024
2023
$
$
Short-term Employee Benefits
2,348,498
1,885,732
Long-term Employee Benefits
20,595
142,444
Post-employment Benefits
204,990
129,094
2,574,083
2,157,270
The remuneration paid to the key management personnel is detailed in the Directors' Report.
Note 24: Employee Benefits
(a) Employee Share Ownership Plan
Number of Options on Issue
140,000
Exercise Price
$1.350
Time to Maturity
3 years
Underlying Share Price
$1.340
Expected Share Price Volatility
24.73%
Risk-free Interest Rate
0.87%
Dividend Yield
5.97%
The 2009 ESOP aims to motivate, retain and attract quality employees and directors of the company to create
commonality of purpose between the employees and directors and the company. The ESOP is operated by way of the
company issuing new shares to participants, with an amount equal to the subscription price for those shares being
loaned to the participant by the company. That loan secured by the company taking security over the shares which
are subject to a holding lock period of five years, is interest free with recourse only to the shares. The loan is to be
repaid over time by the participant (whether through dividends, specific payments to reduce the loan, or on sale of the
underlying shares).
Shares issued under the 2009 ESOP will rank from the date of issue equally with the other shares in the company then
on issue.
The 2009 Employee Share Ownership Plan, which was implemented on 30 November 2009, was amended and
approved by shareholders at the Annual General Meeting on 30 November 2015 (2009 ESOP).
All shares issued pursuant to the 2009 ESOP are held by a trustee appointed by the company in trust for the
participant until such time as the loan is repaid. The loan becomes immediately repayable in the event of dismissal,
resignation, death or retirement of the participant. 60% of all dividends and distributions made in respect of the shares
must be applied towards repayment of the loan. Voting rights attached to the shares may only be exercised by the
trustee holder in the best interest of the participant.
For accounting purposes, the share issue under the 2009 ESOP has been treated as option grant and the value of the
options vested has been accounted for and included in the result of the FY 2021 period. Any repayment of the loan will
be treated as partial payment to be applied towards the payment of shares issued under the 2009 ESOP.
On 15 December 2020, a total of 140,000 shares were granted to an employee of the company under the 2009 ESOP.
The fair value of the option grant relating to the 2009 ESOP is estimated at the date of grant using a Black-Scholes
Options Pricing Model applying the following inputs:
49
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 24: Employee Benefits (continued)
(a) Employee Share Ownership Plan (continued)
Number of
shares
Exercise Price
$
ESOP shares in issue
- At started of year
140,000
1.350
- Exercised
(140,000)
1.350
- At year ended
-
-
(b) Superannuation Plan
2024
2023
$
$
Defined contribution superannuation expense
883,773
645,429
The company contributes to employee superannuation plans in accordance with contractual and statutory
The number of ESOP shares on issue represents the number of shares issued under the 2009 ESOP on 15 December
2020. The expected life of the shares is based on historical data, which may not eventuate in the future. The expected
share price volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
50
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
The group undertakes transactions in a range of financial instruments including:
- Cash assets;
- Trade and other receivables;
- Trade and other payables;
- Bank Deposits; and
- Derivative financial instruments.
(a) Energy Price Risk
The Group uses the following types of derivative instruments to mitigate energy price risk.
Objective of hedging arrangement
Effective hedge portion
Hedge ineffectiveness
Hedged item sold or repaid
The main risks arising from the group's financial instruments are energy price risk, interest rate risk, foreign currency
risk and credit risk. The Board reviews and agrees policies for managing each of these risks.
The group is exposed to energy price risk associated with the purchase and/or sale of electricity, gas and
environmental products. The group manages energy risk through an established risk management framework
consisting of policies to place appropriate risk limits on overall energy market exposures and transaction limits for
approved energy commodities, requirements for delegations of authority on trading, regular reporting of exposures
and segregation of duties.
It is the group's policy to actively manage the energy price exposure arising from both forecast energy supply and
retail customer energy load. The Group’s risk management policy for energy price risk is to hedge forecast future
positions for up to 12 months into the future.
Exposures to fluctuations in the wholesale market energy prices are managed through the use of various types of
hedge contracts including derivative financial instruments, such as energy swaps, caps and options.
- Forwards: A contract documenting the underlying reference rate (such as benchmark price or exchange rate) to be
paid or received on a notional principal obligation at a future date.
- Futures: An exchange-traded contract to buy or sell an asset for an agreed price at a future date. Futures are net-
settled in cash without physical delivery of the underlying asset.
- Swaps: A contract in which two parties exchange a series of cash flows for another.
- Options: A contract in which the buyer has the right, but not the obligation, to buy (a call option) or sell (a put option)
an instrument at a fixed price in the future. The seller has the corresponding obligation to fulfil the transaction if the
buyer exercises the option.
Derivatives are carried on the balance sheet at fair value. Movements in the price of the underlying variables, which
cause the value of the contract to fluctuate, are reflected in the fair value of the derivative.
The Group currently uses Cashflow hedge accounting relationships as detailed below:
To hedge our exposure to variability in the cash flows of a recognised asset or liability, or a highly probable forecast
transaction caused by commodity price movements.
The effective portion of changes in the fair value of derivatives designated as cash flow hedges are recognised in the
hedge reserve.
Certain determinants of fair value, such as credit charges included in derivatives, or mismatches between the timing of
the instrument and the underlying item in the hedge relationship, can cause hedge ineffectiveness. Any
ineffectiveness is recognised immediately in profit or loss as a change in the fair value of derivatives.
Amounts accumulated in the hedge reserve are transferred immediately to profit or loss.
51
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(a) Energy Price Risk (continued)
Hedging instrument expires, is sold, is terminated or no longer qualifies for hedge accounting
Set out below are the fair values of derivatives designated in hedge accounting relationships at reporting date.
Current
Assets
Current
Liabilities
$
$
Cashflow Hedge
3,803,343
-
3,803,343
-
Electricity
Gas
FX
Nominal hedge volume
252,264 MWh
298,640 GJ
-
Hedge rates
$43.50 -
$109.39
$13.55 -
$18.50
-
Electricity
Gas
FX
Total
Carrying amounts
$
$
$
$
Hedging instrument - assets/(liabilities)
8,023,123
(4,219,780)
-
3,803,343
Hedge reserve
5,616,187
(2,953,846)
-
2,662,341
Fair value increase/(decrease)
Hedging instrument
7,354,548
526,530
(11,597)
7,869,481
Hedged item
(7,354,548)
(526,530)
-
(7,881,078)
Hedge ineffectiveness
-
-
(11,597)
(11,597)
Reconciliation of hedge reserve
Effective portion of hedge gains
7,354,548
526,530
-
7,881,078
Tax relating to gain in fair value of cash flow
hedges
(2,206,364)
(3,661,238)
-
(5,867,602)
Change in hedge reserve
5,148,184
(3,134,708)
-
2,013,476
The amount previously deferred in the hedge reserve is only transferred to profit or loss when the hedged item is also
recognised in profit or loss.
A number of derivative contracts have been designated as cash flow hedges of the Group's exposure to foreign
exchange, interest rate and commodity price fluctuations. Designated derivatives include swaps, options, futures and
forwards.
52
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(b) Interest Rate Risk
Total
Average
Effective
Interest Rate
Note
$
2024
Financial Assets
Cash
8
5,996,123
0.48%
Trade and other receivables (1)
9
34,335,255
0.00%
Bank deposit (1)
10
15,011,297
4.32%
55,342,675
Financial Liabilities
Trade and other payables (2)
15
22,636,882
0.00%
22,636,882
2023
Financial Assets
Cash
8
22,071,358
1.48%
Trade and other receivables (1)
9
18,372,142
0.00%
Bank deposit (1)
10
11,011,297
3.71%
51,454,797
Financial Liabilities
Trade and other payables (2)
15
14,451,746
0.00%
14,451,746
(1) Loans and receivables category
(2) Financial liabilities at amortised cost category, excluding GST payable
The group’s exposure to interest rate risk is the risk that the financial instrument's value will fluctuate as a result of
changes in market interest rates. The effective weighted average interest rates on those financial assets is as follows:
53
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(c) Foreign Currency Risk
Foreign exchange risk arises from future commercial transactions and net investments in foreign operations.
2024
2023
2024
2023
Consolidated
US dollars
26,788
19,273
14,875
117,494
New Zealand dollars
17,718
17,790
-
-
Philippine Peso
803,409
238,547
40,509
43,100
847,915
275,610
55,384
160,594
(d) Credit Risk
There are no significant concentrations of credit risk within the group.
Trade receivables consist of residential and business customers. Prior to contracting, customers must agree to and
successfully pass a credit check and all results are individually assessed for approval by our credit team under the
credit risk management policy. In the event that a credit check result is declined by our credit team all offers of supply
and sale are withdrawn from the customers.
The group does not have any significant credit risk exposure to any single counter-party or any group of counter-
parties having similar characteristics. In addition, receivable balances are monitored on an ongoing basis.
The group operates internationally and is exposed to foreign currency risk arising from various currency exposures,
primarily with respect to the US dollar, NZ dollar and Philippine Peso.
The transactional currency exposure will be minimised by seeking economically favourable local suppliers. When it is
required, the group will enter into forward exchange contracts to reduce and minimise its currency exposures.
Foreign currency risk also arises on translation of the net assets of our non Australian controlled entities which have
different functional currency. The foreign currency gains or losses arising from this risk are recorded through the
foreign currency translation reserve. The group does not seek to hedge this exposure taking consideration of current
net investment position.
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities
at the reporting date was as follows:
Assets
Liabilities
The group's maximum exposure to credit risk at reporting date in relation to each class of recognised financial assets
is the carrying amount of those assets as indicated in the consolidated statement of financial position.
54
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(e) Liquidity Risk
Remaining contractual maturities
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Total
$
$
$
$
2024
Non-derivatives financial assets
Non-interest bearing
Trade and other receivables
34,335,255
-
-
34,335,255
Interest-bearing
Cash and cash equivalents
5,996,123
-
-
5,996,123
Bank Deposits
15,011,297
-
-
15,011,297
Non-derivatives financial liabilities
Non-interest bearing
Trade and other payables
(22,636,882)
-
-
(22,636,882)
Total non-derivatives
32,705,793
-
-
32,705,793
Derivatives financial assets
Non-interest bearing
Derivatives held at fair value
3,803,343
-
-
3,803,343
Total derivatives
3,803,343
-
-
3,803,343
The group's objective is to be self-funding by the generation of positive cash flow. The group manages liquidity risk by
monitoring cash flow requirements on a continuing basis.
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities.
Both interest and principal cash flows are disclosed as remaining contractual maturities and therefore these totals may
differ from their carrying amount in the statement of financial position.
55
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(e) Liquidity Risk (continued)
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Total
$
$
$
$
2023
Non-derivatives financial assets
Non-interest bearing
Trade and other receivables
18,372,142
-
-
18,372,142
Interest-bearing
Cash and cash equivalents
22,071,358
-
-
22,071,358
Bank Deposits
11,011,297
-
-
11,011,297
Non-derivatives financial liabilities
Non-interest bearing
Trade and other payables
(14,451,746)
-
-
(14,451,746)
Total non-derivatives
37,003,051
-
-
37,003,051
Derivatives financial assets
Non-interest bearing
Derivatives held at fair value
938,546
-
-
938,546
Total derivatives
938,546
-
-
938,546
As at 30 June 2024, the group maintained a total $21,007,420 in cash balance and bank deposits.
56
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(f) Summarised Sensitivity Analysis
Energy Price Risk
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
$
$
$
$
$
$
$
$
Increase/(decrease)
- Electricity
998,127
(998,127)
998,127
(998,127)
4,858,029
(4,858,029)
4,858,029
(4,858,029)
- Gas
(421,658)
421,658
(421,658)
421,658
(470,982)
470,982
(470,982)
470,982
576,469
(576,469)
576,469
(576,469)
4,387,047
(4,387,047)
4,387,047
(4,387,047)
Interest Rate Risk
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
$
$
$
$
$
$
$
$
Financial Assets
49,118
(49,118)
49,118
(49,118)
47,841
(47,841)
47,841
(47,841)
45,540
(45,540)
45,540
(45,540)
28,539
(28,539)
28,539
(28,539)
Financial Liabilities
Borrowings
-
-
-
-
(2,547)
2,547
(2,547)
2,547
Increase/(decrease)
94,658
(94,658)
94,658
(94,658)
73,833
(73,833)
73,833
(73,833)
Other assets -
term deposit
Cash and cash
equivalents
The following sensitivity analysis is based on interest rate exposures arising from the effect on interest income on net
average balance of cash and cash equivalents and term deposits from 50 basis point (0.5%) movement in interest rates
during the year.
A sensitivity of plus or minus 50 basis point (0.5%) has been selected as this is considered reasonable given the current
level of both short term and long term Australian interest rates.
Profit/Loss
Equity
Profit/Loss
Equity
Year Ended 30 June 2024
Year Ended 30 June 2023
The sensitivity analysis is based on energy price risk exposures arising from the electricity and gas prices from 10 per cent
movement in the wholesale market with all other variables remaining constant.
A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of market contract
price and the volatility observed both on an historical basis and market expectations for future movements.
Year Ended 30 June 2024
Year Ended 30 June 2023
Profit/Loss
Equity
Profit/Loss
Equity
57
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 25: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(f) Summarised Sensitivity Analysis (Continued)
Foreign Exchange Risk
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
$
$
$
$
$
$
$
$
(Decrease)/increase
(50,477)
61,694
(50,477)
61,694
(7,319)
8,946
(7,319)
8,946
(50,477)
61,694
(50,477)
61,694
(7,319)
8,946
(7,319)
8,946
Note 26: Segment Reporting
Profit/Loss
Equity
Profit/Loss
Equity
The sensitivity analysis is based on foreign currency risk exposures on financial instruments and net foreign investment
balances as at reporting date. Foreign currency risk arising from financial instruments represents a financial risk.
A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of exchange rates and
the volatility observed both on an historical basis and market expectations for future movements.
Year Ended 30 June 2024
Year Ended 30 June 2023
The consolidated entity has identified its operating segments based on the internal reports and that are reviewed and used
by the chief operating decision makers in assessing performance and in determining the allocation of resources.
The operating segments are identified by management based on revenue stream. Discrete financial information about each
of those operating business is reported on a monthly basis.
The consolidated entity operates in the provision of retail electricity and gas services to residential and businesses and of
the of pre-paid mobile and related services in Australia. However, the revenue contributed by pre-paid mobile and related
services is minimal. Therefore, management has concluded that the consolidated entity has one reportable segment, being
the provision of retail electricity and gas services.
58
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Note 27: Parent Entity Disclosures
2024
2023
$
$
Current assets
21,708,902
24,226,505
Total assets
26,360,865
29,580,147
Current liabilities
3,806,783
5,652,489
Total liabilities
5,977,945
8,483,133
Issued capital
10,527,420
10,372,860
Employee equity benefits reserve
-
17,234
Retained earnings
9,855,500
10,706,920
Shareholders' equity
20,382,920
21,097,014
Profit for the year
4,802,775
20,511,199
Total comprehensive income
4,802,775
20,511,199
Parent entity contingencies
The details of all contingent liabilities in respect to TPC Consolidated Limited are disclosed in Note 20.
Note 28: Events Subsequent to the End of the Financial Year
Note 29: Company Details
The Company is incorporated and domiciled in Australia.
The registered office and principal place of business of the Company is:
Suite 2905, Level 29, 225 George Street, Sydney NSW 2000, Australia
No matter nor circumstance, other than those referred to in the financial statements or notes thereto, has arisen since
the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the
results of operations or the state of affairs of the Group in future financial years.
Company
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1.
59
Consolidated Entity Disclosure Statement
Name of entity
Type of entity
Trustee, partner,
or participant in
joint venture
% of share
capital held
Country of
incorporation
Australian resident
or foreign resident
(for tax purpose)
Foreign tax
jurisdiction(s) of
foreign residents
Parent Entity
TPC Consolidated Limited
Body corporate
n/a
n/a
Australia
Australia
n/a
Subsidiaries
CovaU Pty Limited
Body corporate
n/a
100
Australia
Australia
n/a
iGENO Pty Limited
Body corporate
n/a
100
Australia
Australia
n/a
Tel.Pacific ESOP Pty Limited
Body corporate
n/a
100
Australia
Australia
n/a
Gen Earth Pty Limited
Body corporate
n/a
100
Australia
Australia
n/a
Kinect Inc.
Body corporate
n/a
100
Philippines
Foreign
Philippines
Basis of Preparation
Consolidated entity
Determination of Tax Residency
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the
consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has
been complied with.
Set out below is relevant information relating to entities that are consolidated in the consolidated financial statements at the end of the financial year as required by the
Corporations Act 2001 (Cth).
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes required information for each entity
that was part of the consolidated entity as at the end of the financial year.
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency
involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements (AASB 10).
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5
Income tax: central management and control test of residency.
60
Directors' Declaration
1.
(a)
(b)
(c)
2.
3.
4.
Greg McCann
Chiao-Heng (Charles) Huang
Chairman
Managing Director
Sydney, 29 August 2024
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.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf
of the directors by:
The directors of the Company declare that:
The financial statements, comprising the consolidated statement of profit or loss and other comprehensive
income,
consolidated
statement
of
financial
position,
consolidated
statement
of
changes
in
equity,
consolidated statement of cash flows, accompanying notes, are in accordance with the Corporations Act 2001
comply with Accounting Standards and the Corporations Regulations 2001;
give a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its
performance for the year ended on that date; and
The Company has included in the notes to the financial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards.
the consolidated entity disclosure statement required by subsection 295(3A) of the Corporations Act 2001
(Cth) is true and correct as at 30 June 2024.
61
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62
Independent Auditor’s Report
To the Members of TPC Consolidated Limited
Report on the audit of the financial report
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Opinion
We have audited the financial report of TPC Consolidated 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, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Grant Thornton Audit Pty Ltd
63
Key audit matter
How our audit addressed the key audit matter
Contract asset recognition – Note 9
Contract Assets of $20,052,283 disclosed in Note 9 of
the financial statements represents the value of
electricity and gas supplied to customers between the
date of the last meter reading and the reporting date,
where no bill has been issued by TPC’s subsidiary
CovaU to the customer at the reporting date.
Detailed calculations utilising estimates of the
electricity and gas consumption of CovaU’s customers
and applicable pricing plans are used to estimate
contract assets.
This area is a key audit matter due to the significant
estimation uncertainty involved in determining the
estimated customer consumption between the last
invoice date and the end of the reporting period to
determine the resulting contract asset, as well as the
application of pricing assumptions to the calculation.
Our procedures included, amongst others:
•
Obtaining an understanding of the key controls
management has in place to determine and
review the estimate of contract assets;
•
Comparing the Group’s previous estimates
against subsequent billings to evaluate the
historical accuracy of the Group’s calculations
and estimates;
•
Agreeing management’s reconciliation of
purchase volumes to revenue volumes
recognised;
•
Challenging management’s calculations and
assumptions and comparing:
-
average pricing rates used in the accrual
calculation to historical and current rates;
-
internally generated estimates of physical
energy loss levels through the distribution
process to industry averages; and
•
Assessing the appropriateness of the
disclosures in the financial report.
Accrued Network Expenses – Note 15
Management estimates energy consumption between
the date of the last invoice to the Group from the
energy distributor, and the end of the reporting period
when estimating accrued network expenses.
Detailed calculations based on the estimates of the
electricity and gas consumption of CovaU’s customers
are used to determine the accrued network expenses.
This area is a key audit matter due to the significant
estimation uncertainty involved in determining the
estimated customer consumption between the last
invoice date and the end of the reporting period.
Our procedures included, amongst others:
•
Obtaining an understanding of the process flows
and key controls management has in place to
determine the estimate of the accrued network
expenses;
•
Testing the volume of wholesale energy purchased
by the Group to Australian Energy Market Operator
(AEMO) and network invoices on a sample basis;
•
Reconciling purchase volumes to consumption
volumes recognised;
•
Comparing post period-end invoices to
management’s estimate of accrued network
expenses; and
•
Assessing the appropriateness of the disclosures in
the financial report.
Grant Thornton Audit Pty Ltd
64
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards
and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2_2020.pdf.This
description forms part of our auditor’s report.
Grant Thornton Audit Pty Ltd
65
Report on the remuneration report
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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Thomas
Partner – Audit & Assurance
Sydney, 29 August 2024
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 12 to 15 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of TPC Consolidated Limited, for the year ended 30 June 2024
complies with section 300A of the Corporations Act 2001.
Shareholder Information
(a) Shares and Options as at 22 August 2024
Equity Security
Number
Shares on issue
11,342,857
(b) Distribution of Equity Securities as at 22 August 2024
Range
Ordinary Shares
Holders
Ordinary Shares
Units
% of Issued
Capital
1 - 1,000
301
204,559
1.80
1,001 - 5,000
83
206,744
1.82
5,001 - 10,000
22
167,394
1.48
10,001 - 100,000
34
1,174,904
10.36
100,001 and over
18
9,589,256
84.54
Total
458
11,342,857
100.00
There were 26 holders of less than a marketable parcel of 848 ordinary shares.
(c) Substantial Shareholders as at 22 August 2024
Rank Shareholder
Number of
Shares
% of Issued
Capital
1
Mr Chiao Heng Huang
4,163,393
36.70
2
Mr Barry Christopher Chan
650,707
5.74
3
Focus Capital Finance Limited
544,500
4.80
4
Megaway Group Limited
544,500
4.80
5
Mr Guonan Guan
440,809
3.89
Shareholder information required by the Australian Securities Exchange Limited and not shown elsewhere in this report
is as follows.
Class of Equity Securities
66
Shareholder Information
(d) Twenty Largest Shareholders as at 22 August 2024
Rank Shareholder
Number of
Shares
% of Issued
Capital
1
Mr Chiao Heng Huang
4,163,393
36.70
2
Mr Barry Christopher Chan
650,707
5.74
3
Focus Capital Finance Limited
544,500
4.80
4
Megaway Group Limited
544,500
4.80
5
Mr Guonan Guan
440,809
3.89
6
Fortune Giant International Limited
424,924
3.75
7
Mr Bob Cheng
379,488
3.35
8
Mr Jeffrey Wu Kin Ma
340,000
3.00
9
Ms Wei Chun Wu
308,616
2.72
10
CTC Supa Pty Ltd (CTC Superfund A/C)
300,000
2.64
11
BNP Paribas Noms Pty Ltd
267,690
2.36
12
Mr Maobin Guan
228,888
2.02
13
Mrs Xiaohong Xue
228,888
2.02
14
Mr Steven Goodarzi
210,335
1.85
15
Mr Bing Zhou
180,000
1.59
16
137,112
1.21
17
Mr Chiao Ting Huang
124,959
1.10
18
Palm Beach Nominees Pty Limited
114,447
1.01
19
Dr David George M Welsh
85,956
0.76
20
85,000
0.75
Total
9,760,212
86.05
Global Property Services Pty Limited (Global Property SPL SF A/C)
CX & J Pty Ltd (CXJ Superannuation Fund A/C)
67
Corporate Directory
Directors
Auditor
Greg McCann
Grant Thornton Audit Pty Ltd
Chiao-Heng (Charles) Huang
Level 17, 383 Kent Street
Jeffrey Ma
Sydney NSW 2000
Steven Goodarzi
Solicitor
Baker & McKenzie
Level 46, 100 Barangaroo Avenue
Sydney NSW 2000
Company Secretary
Jeffrey Ma
Banker
Commonwealth Bank
48 Martin Place
Registered Office
Sydney NSW 2000
Suite 2905, Level 29, 225 George Street
Sydney NSW 2000
Westpac Banking Corporation
Australia
425 Victoria Avenue
Telephone
(02) 8448 0633
Chatswood NSW 2067
Facsimile
1300 369 222
Web Site
www.tpc.com.au
Share Registry
Computershare Investor Services Pty Limited
6 Hope Street
Ermington NSW 2115
Stock Exchange Listing
Australian Securities Exchange Limited
ASX Code: TPC
68