ANNUAL
REPORT
2024
Tyro Payments Limited ABN 49 103 575 042
2 | Annual Report 2024
APPENDIX 4E
Results for Announcement to the Market
Dividends
Compliance statement
Net tangible asset backing
Name of Entity
Tyro Payments Limited
ABN
49 103 575 042
Reporting period
For the year ended 30 June 2024
Previous period
For the year ended 30 June 2023
Statutory Results Summary
KEY INFORMATION
CHANGE FROM YEAR ENDED
%
2024
$’000
2023
$’000
Transaction value1
0.8%
to
42,932,748
from
42,601,263
Revenue from ordinary activities (normalised)2
8.2%
to
471,424
from
435,802
Gross profit (normalised)3
9.1%
to
210,769
from
193,205
EBITDA (normalised)4
31.6%
to
55,680
from
42,299
Profit before tax (normalised)5
large
to
19,456
from
4,478
Profit before tax (statutory)
large
to
22,358
from
2,461
Profit after tax (statutory) attributable to the
ordinary equity holders of Tyro Payments Limited
large
to
25,705
from
6,013
30 June 2024
30 June 2023
Net tangible assets per share
$0.13
$0.01
Year ended 30 June 2024 | 3
No dividends were declared or paid and are not proposed to be paid in respect of the year ended 30 June 2024 (30 June 2023: Nil).
For additional Appendix 4E disclosure requirements refer to the Financial Report contained in Tyro Payments Limited’s 2024 Annual
Report. This preliminary final report is based on, and should be read in conjunction with, the attached Directors’ Report and audited
Financial Report. The audit report is included in the 2024 Annual Report.
Net tangible assets are calculated by deducting the Bendigo and Adelaide Bank Limited alliance (Bendigo Alliance) customer relationship
intangible assets of $59.8 million, right-of-use assets of $23.6 million and deferred tax assets of $20.4 million from net assets, while
including the associated commission payable to Bendigo and Adelaide Bank Limited (Bendigo Bank), lease payables and deferred tax
liability in total liabilities.
ASX Listing Rules require the liabilities funding these assets to be deducted from Net Tangible Assets, however, does not allow the
recognition of these intangible assets, resulting in the 13 cents net tangible assets per share in June 2024 and 1 cent per share in June 2023.
1 Transaction value is a non-IFRS financial measure and is unaudited. Transaction value represents the total value of merchant sales that are processed through
the Tyro payments platform and does not represent revenue in accordance with Australian Accounting Standards.
2 Normalised revenue is adjusted to exclude the gain on remeasurement of the commission liability related to the Bendigo Alliance, Lightspeed compensation
received and the recognition of the me&u investment as a financial asset after Tyro’s ownership reduced in prior period, resulting in a gain on revaluation.
3 Normalised gross profit is adjusted to reflect the Bendigo Alliance gross profit share not deducted from statutory gross profit but reflected within the movement
on commission liability relating to the Bendigo Alliance.
4 Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of loss from
associates, the non-cash accounting impact of the Bendigo Alliance and other one-off costs.
5 Normalised net profit before tax excludes the non-cash accounting impact of the Bendigo Alliance and other one-off costs.
INTO
BUSINESS
BIG TIME
CONTENTS
About This Report
6
FY24 Highlights
11
21 Years of Innovation
14
Who We Are
16
Chair's Letter to Shareholders
18
CEO's Letter to Shareholders
20
Operating and Financial Review
24
Our Business
32
Sustainability At Tyro
38
Profiles
64
Board of Directors
64
Executive Leadership Team
72
Directors' Report
74
Remuneration Report
78
Letter from the Chair of the People Committee
80
Audited Remuneration Report
84
Auditor's Independence Declaration
100
5 Year Performance Summary
104
Financial Report
106
Directors' Declaration
153
Independent audit report to the members of Tyro Payments Limited
154
Shareholder Information
162
Corporate Directory
164
ABOUT THIS
REPORT
SUMMARY OF REPORTING SUITE
Reporting approach
We are pleased to present our 2024 annual reporting suite
to our Shareholders and other stakeholders, which has been
prepared with reference to integrated reporting frameworks.
This reporting suite provides a consolidated review of our
financial, economic, social and environmental performance on
matters material to our strategy and our ability to create and
sustain value into the future.
2024 Annual reporting suite
Our 2024 Annual Report should be read in conjunction with
the other reports that comprise our 2024 annual reporting
suite. These are available at Tyro’s Investor Centre.
• Media Release
• Corporate Governance Statement
• Investor Presentation
2024 Financial report
The Financial Report and Notes set out on pages 106 to 151
are prepared in accordance with the Corporations Act 2001,
including complying with Australian Accounting Standards,
the Corporations Regulations 2001 and other mandatory
professional reporting requirements. The remuneration
disclosures set out in the Directors’ Report comply with
Accounting Standard AASB 124 Related Party Disclosures
and the Corporations Regulations 2001 and the financial
statements and notes also comply with International
Financial Reporting Standards (IFRS) as disclosed in the
Financial Report.
2024 Sustainability report
Unless otherwise noted, the information in this report
only covers Tyro’s operations and does not include any
sustainability metrics for our merchants or suppliers.
In selecting content for inclusion in our 2024 report, we
referenced our industry-specific sustainability standards,
in particular the Australian Sustainability Reporting
Standard (ASRS). Tyro did not employ an external
auditor or organisation to audit the contents of this
sustainability reporting.
Scope and boundaries
The contents of this report relate to Tyro Payments Limited
(Tyro or the Company) and its subsidiaries (the Group)
for the 2024 financial year. This report covers the Group’s
Acknowledgement of country
Tyro Payments Limited acknowledges the Traditional Custodians of Country
throughout Australia and recognises their continuing connection to land, waters
and communities. We pay our respect to Aboriginal and Torres Strait Islander
cultures, and to Elders past and present.
6 | Annual Report 2024
performance for the year ended 30 June
2024, compared to the prior year ended
30 June 2023 and the matters included
address material issues for the Group.
The process Tyro utilised in determining
and applying materiality is included in the
Notes to the Financial Report. References
to H1 FY24, refer to the six months ended
31 December 2023. References to H2
FY24, refer to the six months ended 30
June 2024.
Some parts of this Annual Report include
information regarding Tyro’s strategy
and include forward looking statements
about Tyro and the environment in
which it operates that involve risks and
uncertainties. Actual results and the timing
of certain events may differ materially from
future results expressed or implied by the
forward-looking statements contained in
this report.
All amounts contained in this report are
stated in Australian dollars (AUD) except
where indicated.
Non-IFRS measures such as Earnings
before Interest, Depreciation and
Amortisation (EBITDA) have been included
in this report as Tyro believes they provide
useful information to stakeholders to assist
in understanding the Group’s performance.
Non-IFRS measures should not be viewed
in isolation or considered as substitutes
for measures reported in accordance with
Australian Accounting Standards and IFRS.
Year ended 30 June 2024 | 7
01
FY24 IN REVIEW
Year ended 30 June 2024 | 9
10 | Annual Report 2024
FY24
HIGHLIGHTS
$210.8M
26.4%
$30.4M
GROSS
PROFIT
EBITDA
MARGIN
FREE CASH
FLOW
Welcoming
100+ new
partners
We work with
PARTNERS
771
We launched
our next
generation
Tyro Pro
We power
Merchants
across
Australia
71,347
New Tyro
merchants
requested
banking services
1 IN 4
hours to
volunteering
organisations
We donated
450+
We were ranked
Australia’s
RATED EFTPOS
PROVIDER
#1
4.4 Stars
+9.1%
+4.5pts
>5x y.o.y
More than
Year ended 30 June 2024 | 11
Our purpose
Our mission
WE EXIST TO
UNLOCK THE
POTENTIAL OF
EVERY BUSINESS
WE’RE ON A
MISSION TO SHAKE
THINGS UP, MAKING
PAYMENTS THE
EASIEST PART OF
DOING BUSINESS.
WHO WE ARE
Year ended 30 June 2024 | 13
21 YEARS OF
INNOVATION
14 | Annual Report 2024
2003
Entrepreneurs
Paul Wood, Peter
Haig and Andrew
Rothwell founded
Tyro in response
to the RBA’s
call for greater
competition.
2005
Tyro becomes
Australia's first new
entrant into the
EFTPOS market
in over a decade,
processing its first
live transaction.
2011
First to be certified and
compliant with new
payments regulations
to ensure security of
payments applications.
2009
First to launch
integrated EFTPOS
Medicare rebates.
2013
First to launch
integrated mobile
EFTPOS solutions.
2015
Developed a
cloud-based and
mobile core
banking platform.
2007
First to launch
a cloud-based
EFTPOS solution.
2012
$3B in
transactions.
2010
First to launch non-stop
acquiring services.
2016
Launch of our first
banking product: Tyro
Bank Account (TBA).
First technology
company to obtain a
full Australian banking
licence and operate as
an Authorised deposit-
taking institution (ADI).
2014
Launched an
integrated Private
Health Fund
claiming solution.
THE HISTORY OF TYRO
2017
First Australian bank to
allow business account
owners to use Siri to
conveniently pay bills.
First Australian bank
to launch Xero Payroll
integration allowing
businesses to enter
transactions in Xero
and perform single-
touch authorisations in
the Tyro App.
2019
First Australian bank
to deliver integrated
Alipay solution.
Launch of
Tyro Business
Term Deposits.
Largest IPO by market
capitalisation on the
ASX in 2019.
2024
Embedded payments
software development
kit (SDK) launched for
POS providers.
2018
First Australian bank
to launch our version
of least-cost routing,
Tap & Save, saving Tyro
merchants over $1.5
million on fees in the
first eight months.
2022
Launch of our Tyro Go
EFTPOS reader and Tyro
Health business unit.
Launch of Flexible
Settlements via the Tyro
Bank Account.
2021
Tyro becomes
Bendigo Bank’s
exclusive merchant
acquiring partner.
Acquisition of digital
health payments
business Medipass
Solutions.
Launch of
Tyro Connect.
2023
Australian-first launch
of mobile payment
acceptance app Tyro
BYO for iOS, partnership
with Apple.
Launch of next
generation Tyro Pro
terminal.
Australian-first launch
of Amex Opt-blue
platform for merchants.
Year ended 30 June 2024 | 15
Years noted in timeline refer to calendar years.
ABOUT TYRO
WOW THE
CUSTOMER
STAY
HUNGRY
COMMIT TO
GREATNESS
WIN
TOGETHER
BE
GOOD
Our values:
16 | Annual Report 2024
In 2003, Tyro set out to change the way
payments are made. Today, we're still on a
mission to make payments the easiest part
of doing business, believing that nothing
should stand in the way of business
success for Australian merchants.
We power more than 71,000 merchants
across the country with in-store, online
and on-the-go payments solutions
designed specifically for businesses in
hospitality, retail, services and health.
A tech company at heart, innovation has
always been a part of our DNA at Tyro. We
were the first tech company to obtain a full
banking licence in Australia, allowing us to
develop an integrated payments, banking
and lending offering built specifically to
make it easier for merchants to pay and get
paid. Through Tyro, Australian merchants
can accept payments anywhere, anytime,
receive their takings on the same day
and access fast, flexible funding through
our award-winning repay-as-you-trade
business loan as they scale and grow.
Marking our twenty-first birthday in 2024,
this year we celebrate more than two
decades of integrated connectivity with
Australia’s innovative digital payments
ecosystem. We work with more than 700
active partners in our broad and growing
network to create seamless payment
experiences and value-added products
that customers love.
Our people are central to everything we do,
and we’re passionate about giving back.
As of June 2024, our team is made up of
584 permanent Tyros who gave more than
450 hours of volunteering hours to partner
organisations in our community.
WHO WE ARE
WE’RE OBSESSED WITH
BUSINESS SUCCESS
584 58
PEOPLE
LANGUAGES
Teams located in:
SYDNEY – MELBOURNE – BENDIGO
Diverse
team,
speaking
Year ended 31 June 2024 | 17
OUR FINANCIAL
PERFORMANCE FOR THE
YEAR REFLECTS THE HARD
WORK OF THE WHOLE TEAM
IN TRANSFORMING TYRO
INTO A SIGNIFICANTLY MORE
PROFITABLE BUSINESS.”
OBSESSED
WITH BUSINESS
SUCCESS
Dear fellow shareholders,
It is my privilege to present to you Tyro’s annual report for the
year ended 30 June 2024. I am pleased to report that our financial
performance for the year reflects the hard work of the whole team
in transforming Tyro into a significantly more profitable business,
with all financial metrics having improved substantially from last
year, as highlighted below and detailed in the rest of the Annual
Report. After what was a distracting FY23 for the business, it was
rewarding for me and the Board to spend more time with the Tyro
team on its core focus areas of people, innovation, and growth. I’m
pleased with the progress that has been made in delivering against
our strategic priorities and in improving our profitability, setting us
up well for future growth opportunities.
Recognising the resilience of our customers
The past year has been challenging for many Australians, as people
and small business owners have continued to weather the effects
of above-trend inflation and higher interest rates used to help bring
inflation under control. For many individuals and small businesses,
they are making more trade-offs on where and how they spend, and
often spending less on discretionary items. This is leading to tough
decisions for small business owners, some of whom are forced to
close their business. Whilst there is light at the end of the tunnel,
there is still uncertainty in the near-term, and we expect this to
continue to weigh on small businesses, particularly within our
discretionary verticals.
The Tyro team have been working tirelessly to support our
merchants wherever possible, by providing them a range of
solutions to help their business, or by simply providing access to
support teams. But beyond what we can do for our merchants,
we are continually impressed by the resilience of small business
owners across Australia, and the resolve they show when times get
tough. Small business is truly the backbone of our economy.
A LETTER FROM OUR CHAIR
18 | Annual Report 2024
Tyro’s transformation to a significantly more
profitable business
Despite the external headwinds, I am pleased to report that our
financial performance for the year reflects the hard work of the
whole team in transforming Tyro into a significantly more profitable
business. At a headline level, gross profit increased by 9.1% to
$210.8 million, our EBITDA margin increased by 4.5 basis points to
26.4% (FY23: 21.9%) and our statutory profit after tax increased
more than fourfold to $25.7 million – equivalent to 4.91 cents of
earnings per share (FY23: 1.16 cents). And all of this supported
a substantial increase in free cash flow to $30.4 million (FY23:
$5.7 million).
Instrumental to this transformation is the enhancement of our
operating model, greater financial discipline, and a focus on
delivering greater value to the customer – all of which have been
enabled by our embedding of a high-performance culture within
Tyro. At the same time, the team has continued to invest in growth
initiatives, such as expanding our product offering, building new
and deeper partner integrations, improving customer support, and
refining our distribution strategy.
The business today is in solid financial shape, which is a critical
foundation for us to continue to deliver profitable and sustainable
growth in the years ahead.
You will find more detail on the delivery against strategic initiatives
and our financial performance in Jon’s CEO Letter and in the
Operating and Financial Review.
Acknowledging your feedback on our
Remuneration Report
On behalf of the Board, I acknowledge the feedback from our
shareholders in response to our Remuneration Report, which
received a first strike at our AGM in November 2023.
We have listened to and carefully considered your feedback and
subsequently have been working through how this feedback should
affect the principles that form the foundation of our remuneration
policy and the various components that make up the remuneration
plans. There are several key changes to our policy and plans, which
Claire Hatton sets out in the ‘Letter from the Chair of the People
Committee’ on pages 80 to 82, some of which have been in place for
FY24 and some which will be effective from FY25.
The updates address various issues raised by our shareholders,
such as being clearer on how pay reflects performance, providing
better disclosure, and using metrics that are more closely aligned
to shareholders' interests. We believe that they continue to improve
the alignment between shareholders and executives, and we
trust you recognise how our thinking and subsequent KPIs have
necessarily evolved as the business has developed over past years,
in your voting considerations later this year.
Sustainability embedded in our business model
In addition to delivering financial sustainability, one of our key
priorities is to also operate in a responsible and sustainable
manner, and to contribute positively to our stakeholders and the
wider community. We have made further progress this year in
embedding sustainability into all we do.
For example, we met our gender balance target with more than
40% female representation across the business, and 57% on the
Board. We also enhanced our focus on employee wellbeing and
psychosocial safety, ensuring employees feel safe to take risks,
to express their ideas and concerns, and supporting people to
prioritise their mental wellbeing. Finally, we became carbon neutral
certified for our Australian business operations, under the Climate
Active Carbon Neutral Standards for Organisation.
Conclusion
On behalf of the Board, I would like to thank Jon and his leadership
team for their outstanding efforts in leading Tyro through another
demanding but successful year. I would also like to thank all
Tyros, for their passion and commitment to serving our 70,000+
merchants across multiple verticals. Most importantly, I would
like to thank you, our shareholders, both long standing and newer
ones, for your trust and support. We look forward to sharing our
future achievements with you and to creating long-term value for all
our stakeholders.
Yours sincerely,
FIONA PAK-POY
Chair of the Board
26 August 2024
Year ended 30 June 2024 | 19
TYRO IS UNIQUELY
POSITIONED TO CAPTURE A
LARGE MARKET OPPORTUNITY
WHILST DELIVERING
PROFITABLE AND
SUSTAINABLE GROWTH.”
20 | Annual Report 2024
MAKING PAYMENTS
THE EASIEST
PART OF DOING
BUSINESS FOR OUR
MERCHANTS
Dear fellow shareholders,
I am pleased to share with you an update on what my team and I
have been building for our customers and partners, how we have
been transforming your company, and how this will generate
long-term value.
I’m approaching two years as CEO of Tyro, and I feel privileged to
be leading the transformation of a business that sits at the heart
of Australia’s payments ecosystem. I spoke in my CEO letter last
year about how our founders created Tyro because of their belief
in providing better payments solutions for Australian businesses,
and it’s fantastic that 21 years later this still resonates strongly
with the c.600 Tyros that continue to share, and act on, that belief.
As I reflect on my time as CEO, and more specifically the last
financial year, it’s clear there are a great number of opportunities
that we are well placed to capture, there are changes that we must
embrace, and there are challenges that we must be prepared for.
In this year’s letter I will share an update on delivery against
our strategic priorities, outline how this has led to a significant
improvement in the profitability of the company, and describe why
we are uniquely positioned to capture a large market opportunity
whilst delivering profitable and sustainable growth.
A LETTER FROM OUR CEO
We’ve made good progress against our strategic
initiatives, with a strong focus on enhancing our
proposition to merchants.
Before I discuss some of the customer and product successes, it’s
worth mentioning that without having the right team in place we
would not have delivered as much as we have, and we wouldn’t be
so well positioned going forward. We have put a huge amount of
effort into building the best team to drive us forward and a culture of
high performance. We’ve redesigned our performance management
framework, put greater focus on engagement and wellbeing, and are
actively celebrating our customers’ success at group-wide events.
Moving to the customer proposition. We’ve had some great
successes with key partners as we continue to innovate and enhance
our go-to-market, further embedding Tyro into the payments
ecosystem for Australian SMEs. Below are some examples of how
we’ve been supporting merchants and building capability:
• We’ve gone live with partners using our embedded payments
SDK: our embedded payments software development kit (SDK),
which is completely device agnostic, allows partners to embed
Tyro’s payments solutions into a wide range of devices. The
most common use case we’ve developed is for POS providers to
integrate payments into modern POS terminals and to provide
highly competitive bundled pricing to merchants.
• We’ve powered Hello Clever’s revolutionary real-time cashback
rewards scheme: Hello Clever are leveraging our proprietary
loyalty API to build a real-time cashback reward scheme that
will allow its customers to earn as they buy through any of Tyro’s
70,000+ merchant base across Australia.
• We've enabled payments for StoreConnect, the world's first
Salesforce integrated POS for small businesses: Tyro built a
payments integration for the first ever point-of-sale (POS) solution
built natively on Salesforce for multi-site retailers with large
inventories. StoreConnect POS includes an e-Commerce website,
POS terminal, cash drawer and receipt printer, all of which now
fully integrate with Tyro.
• We’ve uplifted our customer service operations: We’ve changed
our customer support operating model which now has tiered
levels of support, a key accounts and retention team and better
training and tools to improve the efficiency of our support agents.
Whilst we’ve seen good momentum in underlying service levels,
our team has been inundated with calls relating to the shutdown
of the 3G network which is having a temporary impact on overall
service quality metrics and net promoter score (NPS).
I’m also extremely excited to share some information about our
progress against several key strategic initiatives.
First, we will be leveraging our existing expertise from our work in
Tyro Health to enter a large and growing adjacent vertical in FY25
(subject to final agreement with key partner). The solutions that
we’ve already built in Tyro Health position us perfectly to provide a
seamless solution in this industry.
Second, we have signed a partnership agreement with one of
Australia’s largest providers of unattended payments infrastructure
for car parking and EV charging. We are currently working to
integrate Tyro’s payments capability into partner software, and we
expect to go live with new merchants in FY25.
Both these opportunities are possible because we own our own
payments infrastructure.
Another strategic initiative that we have made excellent progress
against this year has been our pricing transformation work, where
we’ve completed multiple initiatives to simplify and optimise our
pricing structure, providing merchants with a more balanced, flexible
and understandable pricing framework. This work has also delivered
significant improvements to our payments margin.
The provision of integrated payments and banking products is an
important part of our strategy. During the year we grew the number
of active banking users by 27% and 1 in 4 of all new merchants
requested banking services. However, to drive a more substantial
increase in active customers, deposit balances and lending, we need
to more quickly enhance the functionality of our products. Unlike
payments however, we do not believe we need to 100% own our own
banking infrastruture. We are currently reveiwing the best approach
to the delivery of banking products, and our objective is to get to
market with a compelling solution quickly and cost-effectively.
Finally, we’ve been focused on improving our operating leverage.
We’ve become increasingly more selective about which initiatives we
will pursue, prioritising for the most impactful. This discipline has
also helped us instil greater cost discipline more generally across
the business.
Our strong financial performance reflects
our transition to a significantly more
profitable business.
The strong financial performance that we’ve delivered in FY24
reflects some of the early benefits of the initiatives I’ve just
discussed and what we’ve delivered in recent years, but more
broadly it reflects our transition to a significantly more profitable
business.
At a headline level, we delivered a 9.1% increase in gross profit to
$210.8 million, which included a 5.2% increase in payments gross
profit and a 29.4% increase in banking gross profit.
Our emphasis on delivering sustainable, profitable growth led
to a significant increase in profitability in FY24 with our EBITDA
increasing 31.6% to $55.7 million and our EBITDA margin increasing
by 4.5 percentage points to 26.4%.
Our free cash flow increased by a multiple of more than five times
to $30.4 million, representing a free cash flow conversion ratio (as a
percentage of gross profit) of 14.4% (FY23: 3.0%).
On a statutory basis, our profit for the year (after tax) increased by
more than fourfold to $25.7 million, and our earnings per share (EPS)
increased by 3.75 cents to 4.91 cents.
Free Cash Flow
$30.4M
>5x (vs FY23)
NPAT (statutory)
$25.7M
>4x (vs FY23)
EBITDA
$55.7M
+31.6% (vs FY23)
Gross Profit
$210.8
+9.1% (vs FY23)
You can find a more detailed review of our operating and financial
performance from page 24 to 31.
Year ended 30 June 2024 | 21
We are uniquely positioned to capture a large
opportunity, while delivering profitable and
sustainable growth.
We’ve become the payment provider of choice for over 70,000
merchants because of our vertical-specific solutions and by
being easy to do business with. Leveraging our core strengths
will allow us to unlock the potential of more businesses. These
strengths are:
End-to-end ownership of our tech stack: we own our tech stack
end-to-end, and this gives us complete flexibility and control of
our infrastructure when innovating products and solutions and
integrating with partners. It’s also a highly cost-effective way to
scale and as volumes increase our cost efficiency improves.
Targeted distribution channels: we have multiple distribution
channels designed to optimise the allocation of resources based
on vertical and merchant size. This allows us to focus on where
the impact on gross profit is greatest. Our distribution channels
include a variety of forms, some of which are direct and others
where we use external partners to maximise our reach.
Integrated payments and banking: because we are an ADI, we
can elevate our proposition to merchants beyond just payments
processing, positioning Tyro at the core of a merchant’s needs to
pay, get paid and manage its cashflow.
Our focus for FY25 is to continue to leverage these strengths,
which will position us well to become the payments and banking
provider of choice for more merchants and partners across our key
verticals. Having commenced our launch into two new verticals,
we continue to explore other verticals where we can leverage our
strengths to open still more of the market.
Actions to improve our profitability are not limited to FY24, this is
a focus that will endure. Investing in growth remains a key priority,
but our teams are committed to delivering growth sustainably and
profitably, and in FY25 we are targeting further improvement in
our operating efficiency.
As a greater proportion of our merchants adopt our cashflow
solutions, unlocking the full potential of Tyro, the customer
economics will continue to improve. Typically, merchants that use
a TBA contribute 1.3x the gross profit compared with a payments-
only merchant, whilst for merchants that have a TBA and lending
this is almost 3x.
So, through a combination of greater share in existing verticals,
growth in new verticals, better customer economics over time,
greater operating leverage, a company focus on sustainable and
profitable growth, and healthy cash generation – I believe this
sets the foundation for highly attractive returns for shareholders
over time.
22 | Annual Report 2024
Outlook and FY25 guidance
Whilst I am confident that Tyro will deliver profitable and
sustainable growth in the coming financial year and beyond, there
are some challenges that will remain into FY25. Most notably,
businesses and consumers in Australia continue to face elevated
costs as inflation and interest rates remain high. I expect this will
put pressure on payment volumes, particularly in the Retail and
Hospitality verticals, and sadly it’s likely that business closures will
remain at elevated levels in the near term.
The payments landscape will no doubt remain highly competitive,
but this is something we have some control over and something that
drives us to be better every day.
The team recognises that uncertain macroeconomic conditions
and high levels of competition isn’t unique to Tyro, or to payments.
These are features that come and go in any industry. Our job is
to prepare for these and to stay focused on the task, which is to
innovate and build better products, deliver a better service to our
customers, and to grow share in our chosen verticals.
Notwithstanding these near-term headwinds, we expect to deliver
earnings growth and improved profitability in FY25, and as a result I
would like to share the following guidance:
• Gross profit of between $218 million and $226 million
(representing growth of 3% - 7%)
• An EBITDA margin of c.28%
In addition to the guidance for FY25, I would also like to share with
you some medium-term guidance that shows our commitment to
delivering profitable and sustainable growth. We are targeting:
• FY26 EBITDA margin of c.29%
• FY27 EBITDA margin of c.31%
• ‘Rule of 40’ or greater for FY26 onwards, i.e. the sum of our
normalised gross profit growth and our EBITDA margin will equal
40 or greater (In FY24, this was 9.1% normalised gross profit
growth and 26.4% margin = 35.5 on a Rule of 40 basis)
To conclude my letter for this year, and reflecting many of the things
I’ve discussed above, I would like to share four reasons why my
team and I are excited to be part owners of Tyro and why we think
you should be too:
1. We operate in a large and attractive market with huge
opportunity for growth.
2. Our full-stack infrastructure is deeply embedded in Australia’s
payment ecosystem.
3. We’re enhancing our value proposition and extending into
new verticals.
4. We’re delivering profitable growth and generating positive free
cash flow.
Yours sincerely,
JON DAVEY
CEO and Managing Director
26 August 2024
A LETTER FROM OUR CEO
Year ended 30 June 2024 | 23
Summary of financial performance (normalised, unless stated otherwise)
24 | Annual Report 2024
OPERATING &
FINANCIAL REVIEW
4.91 cents >4x higher vs FY23
Earnings per share
FY24
$M
FY23
$M
Change
Transaction value
42,933
42,601
0.8%
Revenue1
471.4
435.8
8.2%
Total direct expenses
(260.6)
(242.6)
7.4%
Gross profit2
210.8
193.2
9.1%
Operating expenses
(150.1)
(147.4)
1.8%
Lending and non-lending losses
(5.0)
(3.5)
42.0%
Total operating expenses
(155.1)
(150.9)
2.8%
EBITDA3
55.7
42.3
31.6%
Profit before tax (statutory)
22.4
2.5
large
Profit after tax (statutory)
25.7
6.0
large
Earnings per share (statutory, cents)
4.91
1.16
large
Free cash flow for the period (before banking)
30.4
5.7
large
1 Normalised revenue is adjusted to exclude the gain on remeasurement of the commission liability related to the Bendigo Alliance, Lightspeed compensation received and the recognition of the
me&u investment as a financial asset after Tyro’s ownership reduced in prior period, resulting in a gain on revaluation.
2 Normalised gross profit is adjusted to reflect the Bendigo Alliance gross profit share not deducted from statutory gross profit but reflected within the movement on commission liability
relating to the Bendigo Alliance.
3 Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of loss from associates, the non-cash
accounting impact of the Bendigo Alliance and other one-off costs.
Free Cash Flow
$30.4M
>5x (vs FY23)
NPAT (statutory)
$25.7M
>4x (vs FY23)
EBITDA
$55.7M
+31.6% (vs FY23)
Gross Profit
$210.8
+9.1% (vs FY23)
EBITDA for FY24 increased by over 30% as we
grew our gross profit margin and continued to
improve our operating efficiency.
Gross profit increased by 9.1% to $210.8m in FY24 as an improved
payments margin was supported by growth in payment transaction
volumes and an increased contribution from banking and our
corporate investments.
Gross profit for payments increased 5.2% to $186.7 million,
reflecting a 1.9 basis points increase in our gross payment margin
and a 0.8% increase in total transaction volumes.
Our gross payment margin benefitted from the successful delivery
of our FY24 pricing transformation initiatives where we reviewed
the pricing structure for our merchants to ensure that the prices
our merchants pay appropriately cover the costs to serve them,
and that we are allocating costs to serve different merchants in an
optimal way – which provides a fairer and more balanced pricing
structure for our merchants.
The pricing transformation initiatives in FY24 covered
approximately 30,000 merchants, including c.14,000 Bendigo
merchants and c.2,700 Health merchants and led to price changes
for some merchants. This helped drive the 1.9 basis points increase
in our gross payment margin for FY24. Due to the timing of some
price changes, our FY25 gross payment margin will also benefit
from these price reviews.
Total transaction volumes increased by 0.8% to $42.9 billion,
which included a 14.6% increase in our Tyro core non-discretionary
verticals (Health and Services) to $9.8 billion, partly offset by a
1.2% reduction in volumes in our Tyro core ‘discretionary’ verticals
(Hospitality and Retail) to $28.4 billion and a 10.4% reduction in
Bendigo volumes to $4.8 billion.
Within Tyro core, the margin benefit from our pricing transformation
(including some the benefit from pricing initiatives late in FY23)
helped to drive a 13.5% increase in gross profit across our ‘non-
discretionary’ verticals (Health and Services) and a 5.5% increase in
our ‘discretionary’ verticals (Hospitality and Retail).
Gross profit in our Tyro core ‘non-discretionary’ verticals increased
13.5% to $50.1 million and volumes increased by 14.6% to $9.8
billion, largely driven by a 20.6% increase in Health volumes to
$6.5 billion.
Volumes in Health remained strong, supported by good growth in
merchant numbers. But our success in continuing to deliver strong
growth in Health comes from the quality of the proposition we
offer in this vertical, which has been developed over many years
as we have become integral to the flow of payments across the
myriad of health, funding, and insurance providers in Australia.
The high levels of complexity in Health means that there are fewer
competitors than we see across our other verticals, such as Retail
and Hospitality – and we therefore believe that Tyro Health is well
positioned to continue to deliver strong growth in the years ahead.
Volumes in our Services vertical increased by 4.5% to $3.3 billion,
also benefiting from continued strong growth in merchant numbers.
Gross profit in our Tyro core ‘discretionary’ verticals increased
5.5% to $120.3 million, with volumes reducing by 1.2% to $28.4
billion. Volumes in these two verticals have been impacted by the
sustained softness in macroeconomic conditions, and in FY24
we’ve seen higher than usual levels of business closures and weaker
consumer spending in some key industries.
Gross profit for our Bendigo book reduced by 15.4%, with payment
volumes of $4.8 billion reducing by 10.4% compared with FY23,
which was again impacted by relatively high levels of merchant
churn, particularly in the first half of the year.
We’re constantly improving our customer value proposition, and
our TBA and cashflow management solutions are an important
part of this. We’re seeing an increasing number of existing and new
merchants adopt the TBA, recognising the value in having instant
settlement into an account linked to their payments. In fact, in
FY24 the number of active TBA customers increased by 27% to
more than 7,600. Our experience shows that merchants using a
TBA generate 1.3x the gross profit compared to a payments-only
merchant. Similarly, we observe that merchants who also use our
cashflow management lending solution generate closer to three
times the gross profit.
Our merchants held $88.9 million of deposits with us, at 30 June
2024, $74.2 million of which was through the Tyro TBA (FY23:
$70.7 million), $4.6 million of merchant term deposits (FY23:
$7.7 million) and $10.1 million of term deposits from wholesale
accounts (FY23: $14.2 million). We have continued to originate
lending through our cashflow management solution in FY24, but
we’ve taken a more conservative credit risk profile this year given
the economic and small business operating conditions. As a result,
whilst we originated $136.7 million of loans, and closed the year
with a loan balance of $39.3 million, both originations and average
loans were lower than in FY23. We will retain a flexible approach to
lending, ensuring we appropriately balance risk and growth.
The contribution to gross profit from our banking solutions
increased by 29.4% in FY24 to $12.6 million.
Outside of our customer related gross profit, we also saw a
90.2% increase in corporate gross profit to $11.5 million. Notably,
this includes the interest earned on our corporate cash. This
has benefitted from a higher cash balance, as we have become
increasingly cash generative, and a higher average interest rate,
given the increase in the average RBA cash rate compared with the
same period in FY23.
We have been hugely focused on transforming Tyro into a
significantly more profitable business, and our results in FY24 are
a strong reflection of this. Central to delivering this has been our
work in improving the operating efficiency of the business.
By simplifying our operating model and reprioritising our strategic
efforts for the highest impact initiatives, we have been able to
deliver vastly improved operating efficiency. At 30 June 2024,
our headcount had reduced to 626 (permanent and contractors),
from 647 at 30 June 2023, and from 748 in March 2022, just before
we implemented the new operating model. This has led to a 4%
reduction in employee-related expenses (including contractor and
consulting expenses, but excluding share-based payments). This
group of expenses represents the large majority of our expenses,
and so we view it as critical that we retain a strong discipline to be
as efficient as possible – getting the right balance between hiring
the best talent, growing the business, and delivering continued
improvements to our profitability.
The remainder of our operating expenses cover marketing,
technology, general administrative expenses and the lending and
non-lending losses.
In FY24, our marketing costs increased as we successfully
completed a brand refresh – giving Tyro a bold and modern
makeover and introducing a new range of advertising and content
to better appeal to our target merchants. Our technology
Year ended 30 June 2024 | 25
26 | Annual Report 2024
OPERATING & FINANCIAL REVIEW
costs also increased in FY24, reflecting a change from on-
site to cloud-based storage and pricing increases driven by
software providers.
Lending and non-lending losses also increased this year, mostly
reflecting higher losses on loans to merchants. This is a result
of the higher than usual level of business failures that we’re
currently experiencing in Australia. However, the level of losses
that we see in the lending portfolio and that we expect in the
future is priced into our origination fee, to cover the change
in risk.
Overall, our operating expenses increased by just 2.8% to
$155.1 million, compared with the 9.1% increase in gross profit.
And excluding lending and non-lending losses, our operating
expenses as a percentage of gross profit reduced significantly to
71.2%, from 76.3% in FY23.
As a result of the continued volume growth and margin
improvement, greater contribution from banking, and the
work to improve operating efficiency our EBITDA increased by
31.6% to $55.7 million, representing an EBITDA margin of 26.4%
(compared with 21.9% in FY23).
Statutory net profit after tax increased fourfold
compared with FY23, and free cash flow was
more than 5 times higher at $30.4 million.
The improvement in EBITDA for the period was the main driver
of our increased profitability and was also supported by a $7.3
million (or 65%) reduction in share-based payment expense,
which reflected a change to the cash/equity split for employee
remuneration and a lower bonus outcome. This was partly offset
by a $5.8 million increase in depreciation and amortisation.
On a normalised basis, therefore, profit before tax of $19.5
million increased more than fourfold compared with FY23 (FY23:
$4.5 million).
On a statutory basis, and including a $3.3 million tax credit, net
profit after tax of $25.7 million also increased more than fourfold
compared with $6.0 million in FY23. This represents earnings per
share of 4.91 cents, up from 1.16 cents in FY23.
As a result of the strong improvement in net profit after tax, we
generated $30.4 million of free cash flow for the period, more than
5 times greater than FY23.
The table below sets out a reconciliation between normalised and statutory profitability. The most notable reconciling items include
adjustments relating to our Bendigo-powered-by-Tyro alliance, and the damages we received upon settling legal action with Kounta Pty Ltd.
Reconciliation of normalised and statutory profitability
FY24
$000
FY23
$000
Change
Profit before tax (normalised)1
19,456
4,478
large
Adjustments:
Bendigo partner share
(4,501)
(5,272)
14.6%
Bendigo transitional costs
-
(974)
large
Bendigo impairment adjustment
(1,431)
-
large
Investment in associate
(1,063)
3,843
large
Remediation, compensation and other2
9,897
386
large
Profit before tax (statutory)
22,358
2,461
large
Income tax benefit
3,347
3,552
(5.8%)
Profit after tax (statutory)
25,705
6,013
large
1 Normalised net profit before tax excludes the non-cash accounting impact of the Bendigo Alliance and other one-off costs.
2 Please refer to item 11 in the Directors' Report for further information regarding legal proceedings on behalf of the Group.
Financial Position
With cash and financial investments of $165.0 million (30 June 2023: $128.9 million) Tyro has sufficient liquidity in place to continue to fund
its expected level of growth. The movement of positive $36.1 million in cash and financial investments is reflective of an increase in EBITDA,
which supported positive free cash flow of $30.4 million, partly offset by net movement in financial investments of $27.4 million.
Free Cash Flow
$30.4M
>5x (vs FY23)
NPAT (statutory)
$25.7M
>4x (vs FY23)
EBITDA
$55.7M
+31.6% (vs FY23)
Gross Profit
$210.8
+9.1% (vs FY23)
FY24
$000
FY23
$000
Change
Transaction value
42,932,748
42,601,263
0.8%
Revenue
471,507
419,215
12.5%
Less: Interchange, scheme, integration and support fees
(251,674)
(234,618)
(7.3%)
Gross profit (statutory)
219,833
184,597
19.1%
Less: Bendigo gross profit share
(6,854)
(8,139)
(15.8%)
Add: Bendigo support fees
-
974
large
Less: Bendigo impairment adjustment
(17,324)
-
large
Less: Settlement of legal action
(8,967)
-
large
Gross profit (normalised)
186,688
177,432
5.2%
CORE
PAYMENTS
PRODUCT
OFFERING
Card present payments
Payments made at our merchants whereby consumers
present their card of choice to facilitate the payment
for goods and services purchased.
Card-not-present payments
eCommerce, tele-health and mail-order and
telephone-order payments made to merchants by
consumers where a card is not presented for payment.
In-app payments
Payments made using apps whereby payment is
facilitated through the app using Tyro’s payments
infrastructure and not through traditional
point-of-sale terminals.
At 30 June 2024, Tyro had total assets of $451.5 million (FY23:
$431.0 million) of which 37% related to cash and financial
investments. 27% of our total assets relate primarily to intangible
assets recognised for customer contracts on the Bendigo Bank
Alliance and the right-of-use asset recognised on our office lease.
9% of total assets relates to loans made to merchants with the
remaining 26% of total assets made up of property, plant and
equipment, deferred tax assets and merchant fees due from
our merchants.
Tyro had total liabilities of $243.8 million (FY23: $253.4 million)
of which 36% related to customer deposits, with the remainder
relating to commissions payable to Bendigo under the alliance
agreement, trade and other liabilities, lease liabilities and
provisions. The Group’s total assets exceeded its total liabilities
by $207.7 million (FY23: $177.7 million).
Capital and Liquidity Management
The Group is well capitalised with a capital adequacy ratio of 65%.
The movement in the ratio from 52% at 30 June 2023 reflects
the increase in total capital, which was driven by the increase in
retained earnings for the period.
Tyro’s capital adequacy ratio is significantly over and above its
prudential capital requirements. Excess capital is available for
inorganic growth, program investment, or for return to shareholders.
On the 4th of July 2024, Tyro incorporated the Employee Share Trust
(EST) to purchase shares from the market to allocate to employee
rights and options that will be exercised in the future. Currently,
vested awards that are exercised or converted are satisfied by the
issuance of new shares, which has a dilutive impact on existing
shareholders. It is anticipated that the EST will begin purchasing
shares to a value of approximately $5 million (the equivalent of the
share-based expense recognised in the P&L for shares yet to be
issued), in the first half of this financial year.
Management also continues to work with advisers and regulators
on a plan that would allow us to return capital to shareholders by
means of a share buyback (over and above stock which the EST will
purchase). Recognising that this has taken longer than anticipated,
we will provide further details in the coming months.
Segmental Information
Financial information based on the different types of activity:
payments, banking and our own corporate investments.
Payments
Tyro provides integrated payments solutions and value-add services to support merchants with growing their business and providing
their customers with a seamless payment experience.
Merchant Service Fee as a % of transaction value
94.1bps
89.0bps
+5.1bps
Net Merchant Acquiring Fee as a % of transaction value
35.4bps
33.2bps
+2.2bps
Payments gross profit margin as a % of transaction value
43.5bps
41.6bps
+1.9bps
Payments gross profit
Year ended 30 June 2024 | 27
28 | Annual Report 2024
OPERATING & FINANCIAL REVIEW
Banking
Tyro offers an enhanced payments offering to merchants by delivering integrated banking and cash management solutions.
Corporate Investments
Tyro seeks to optimise the risk-adjusted return on its own capital, through a centrally managed portfolio of assets.
PROPOSITION
ENHANCING
BANKING
SOLUTIONS
Merchant cash
advance (Tyro Business Loans)
An unsecured cash advance designed to
help merchants finance working capital
and investment needs.
Transaction banking
account (TBA)
A fee-free, interest-bearing
transaction account
Term deposit account
A competitive, interest-bearing
fixed term deposit account
FY24
$000
FY23
$000
Change
Loan originations
136,749
149,710
(8.7%)
Interest income on loans
12,639
11,059
14.3%
Fair value loss on loans
(116)
(1,687)
(93.1%)
Other income
2,202
1,178
87.1%
Banking revenue
14,725
10,550
39.6%
Less: Interest expense on deposits
(2,127)
(814)
large
Banking gross profit
12,598
9,736
29.4%
FY24
$000
FY23
$000
Change
Investment Income
11,483
6,037
90.2%
Gain on financial investment – me&u
-
3,974
large
Corporate Investments gross profit
11,483
10,011
14.7%
Net return on loans
16.2%
12.4%
+3.8 points
Net return on deposits
2.3%
2.9%
-0.6 points
Overall net return on banking
8.2%
7.9%
+0.3 points
Net return on Corporate Investments
4.7%
4.1%
+0.6 points
Banking gross profit
Corporate Investments gross profit
Risk Management
The purpose of risk management is not to eliminate risk from our business model but to help us make decisions that deliver long-term
value for our stakeholders, whilst staying within our risk appetite.
Our Board oversees the risk management framework through the Board Risk Committee and helps to promote a culture of risk awareness
in everything we do. We operate in a complex and constantly changing environment where risk is encountered and managed as part of
our day-to-day operations. We are committed to embedding a consistent approach to identifying, assessing, and managing risk, and
operate a ‘three lines of defence’ model.
Our approach includes:
• Using a systematic process to identify, assess and escalate risk;
• Reporting and managing risks according to delegated authorities and the Board’s risk appetite; and
• Promoting a strong risk culture, with regular training and education for the team.
Our Board monitors compliance with policies and procedures, and sets how much and what kind of risk we are willing to take (our Risk
Appetite Statement) to achieve our business goals and strategy.
Having a risk management framework that is appropriate to the size, mix and complexity of our business, and consistent with our
strategic objectives is a requirement of the Australian Prudential Regulation Authority. All employees complete mandatory training to
make them aware of their responsibilities and provide them with a mechanism for identifying and reporting risk to their People Leaders
and XLT members.
To help ensure we operate within the defined risk appetite set by the Board, our approach to managing risk is underpinned by a ‘three
lines’ of defence model:
First Line of Defence: Business managers are responsible for the identification and management of risk as part of their day-to-
day responsibilities.
Second Line of Defence: The Risk team provide risk advice, oversight, and challenge to the business. They maintain the Risk
Management Framework and report to the Board on the risk appetite, risk profiles, frameworks, policies and other risk management tools
to guide the business.
Third Line of Defence: Internal Audit provides independent assurance that the Risk Management Framework is operating effectively, and
our risk management practices are appropriate in the context of statutory and regulatory obligations.
KEY AREAS OF POTENTIAL RISK
MITIGATION STRATEGIES AND ACTIVITIES
Talent and Psychosocial
‘Psychosocial risk’ relates to employee
disputes referencing psychosocial injury (e.g.
stress) and can contribute to Talent risk.
Attraction and retention strategies, including competitive monetary and non-monetary benefits.
Performance management frameworks that ensure employees are clear on expectations and
accountabilities and demonstrate risk behaviours that lead to appropriate outcomes. Organisation-
wide training and workshops relating to psychosocial risks.
Organisation-wide training and workshops relating to psychosocial risks.
Project delivery
Ability to deliver new products and innovations
that meet customers’ needs.
Project governance structures and policies.
Project prioritisation to ensure appropriate resource allocation.
Regular monitoring and reporting to identify and mitigate issues that arise.
Technology failure
Technology failure resulting in disruption
to merchants’ businesses and reputational
damage.
Tyro utilises established technology partners who deploy high availability services and tools.
Regular monitoring of platform and database performance.
Business continuity, disaster recovery, and crisis management plans in place and tested regularly.
Regulatory and compliance
Ability to manage regulatory and compliance
risk that may impact Tyro’s products,
reputation and/or financial returns.
Dedicated Compliance team to monitor legislation changes, regulations and/or industry codes, and
assess potential business impacts.
Compliance frameworks, policies and training are provided for all employees, supported by internal
and external audits.
Risk and controls self-assessment process used to identify, evaluate, and manage compliance risks and
develop associated controls.
Proactive and regular dialogue with regulators and industry bodies.
Capital management and access
The risk that our performance falls short of
expectations resulting in negative shareholder/
market sentiment, increasing the cost of
capital and/or impacting access to capital.
Defined capital risk indicators set in the Group Risk Appetite Statement.
Capital ratio operating targets are regularly reviewed in the context of the external economic and
regulatory outlook with the objective of maintaining balance sheet strength.
Year ended 30 June 2024 | 29
30 | Annual Report 2024
OPERATING & FINANCIAL REVIEW
Cybersecurity
The risk of a security breach resulting in the
loss of system functionality or data.
Security team provide oversight of critical cyber-control activities to defend against the evolving threat
environment.
Proactive tools and processes provide enhanced detection and monitoring capabilities, secure
configuration, vulnerability management and strong authentication methods.
Third party monitoring to understand and mitigate any weaknesses in their cyber defence and
resilience capabilities.
Security and awareness programs for all employees.
Crisis management exercises with the Executive Leadership team and Board.
Business Resilience
Ability to withstand and adapt to disruptions
that may impact business operations, people,
and/or assets.
Business Continuity and Technology Disaster Recovery plans and testing in place for critical systems
and processes.
Key supplier governance, selection and monitoring processes enable us to identify and manage the risk
of third-party disruptions.
Crisis management exercises with the Executive Leadership team and Board.
Third Party
Failure to choose and manage third party
suppliers effectively, resulting in loss of system
functionality or data, business disruption,
customer churn and/or reputational damage.
Commitment to obtaining goods and services in a transparent, ethical, and competitive manner,
consistent with our risk profile and policies.
Suppliers are assessed to identify and mitigate modern slavery risks and issues.
Contract owners manage in-life relationships to ensure compliance with contractual obligations and
performance requirements. This includes business resilience and security assurance.
Credit and Fraud risk
Losses from failure of counterparties to meet
their financial obligations to Tyro.
Defined credit risk and fraud risk indicators set in the Group Risk Appetite Statement.
Tyro’s credit risk management framework and policies govern credit risk-taking activities and reflect
the priorities established by the Board.
Regular monitoring of credit quality, arrears, policy exceptions and policy breaches.
Established provisions for credit impairment based on current information and our expectations.
Market Risk
Losses from unexpected changes in market
rates and prices.
Defined market risk indicators set in the Group Risk Appetite Statement.
Tyro’s market risk policy outlines how Tyro will manage market risks particular to our business.
Tyro’s Asset and Liability Committee provides management within the Board set risk appetite limits.
Liquidity Risk
Ability to meet financial obligations as they
fall due.
Defined liquidity risk indicators set in the Group Risk Appetite Statement.
Tyro’s Liquidity Risk Framework and policies allow effective liquidity management from identification
through to a liquidity crisis management.
Forecasting of future capital requirements and available capital resources to manage the business to
our required levels of regulatory capital, target adequacy levels and internal capital triggers, over a
forecast period.
Competition and disruption
New competitors or technologies that impact
Tyro’s ability to drive customer growth and
deliver on our strategy.
Tyro’s strategy aims to address current and emerging competition risk.
Processes in place for monitoring and responding to competitor and market activity.
Development of strategic partnerships and acquisitions in companies that drive new technology.
Environmental and social risks
Ability to recognise and address
environmental, social or corporate governance
(ESG) issues.
Tyro’s approach to sustainability and climate change risk is managed through our Sustainability
Framework with priority targets set by the Board.
Regular review and oversight of ESG initiatives and risks by our Executive Leadership team.
Carbon Neutral emissions, diversity, and inclusion target commitments.
Concentration risk
Reliance on a limited number of products,
industry verticals and geographical regions to
drive growth.
Focus on promoting value-adding services to existing customers: merchant cash advance, transaction
account, term deposit account and Tyro Connect.
Growth of our Tyro Health business through the acquisition and integration of Medipass and a simple,
unified solution for payments and claiming.
Expansion into new verticals with a fit for purpose mobile payment terminal device.
Geopolitical
Geopolitical issues and tension could threaten
the Australian economy and destabilise supply
chains, disrupting operations and impact our
business and growth strategy.
The Board and the Executive Leadership Team monitors conditions and maintains provisions and
capital for a range of potential economic scenarios.
Investment in expanding and updating our terminal offering to mitigate potential hardware supply
issues.
Monitoring and ensuring sufficient hardware stock levels to meet customer demand.
Economic environment
Significantly weakened global conditions could
harm our business and financial position.
Regular financial oversight and monitoring across markets.
Financial analysis, scenario modelling and stress testing for a range of economic scenarios.
Digital adoption
Ability to respond to customers' demand
for simple and innovative digital services
and products.
Acceleration of our digital strategy.
Investing in technology and digital platforms to drive efficiency and improve customer experience.
Artificial Intelligence (AI)
Ability to manage risks and opportunities from
Artificial Intelligence, leading to reputational,
regulatory and/or financial impacts.
Researching the implications of AI and investing in our products and technology to leverage AI to
enhance customer outcomes and improve Tyro’s operating efficiency.
Year ended 30 June 2024 | 31
32 | Annual Report 2024
OUR BUSINESS
At Tyro, we’re on a mission to make payments the easiest part of doing business. We provide payments products and digital-
first experiences, leveraging our unique in-house capabilities to innovate for the specific industry needs of small and medium
Australian merchants.
Making payments easy in-store
In September 2023, we launched our next generation Tyro Pro terminal,
designed to process transactions swiftly and securely, with capabilities
for handling high transaction volumes and diverse payment methods. The
payments solution supports smooth transaction processing, reduces errors,
and enhances reporting capabilities, integrating seamlessly with Tyro's
broad network of POS systems.
Making payments easy online
Tyro’s online payments offering makes accepting digital payments simple for merchants. Through our Tyro Merchant Portal, merchants can
process virtual terminal transactions and send payment invoice links directly to customers after delivering a service. Through our Tyro Pay
API, Tyro’s software and app partners can easily integrate with Tyro to enable online payments for their merchants. This year Tyro enabled
payments for StoreConnect, the world’s first POS for small businesses built natively on Salesforce, integrating with the platform’s cash
drawer and receipt printer, making payments easy and simple for multi-site retailers with large inventories. Tyro partner Damospay also
integrated beauty services system HeyaPOS with our Tyro Pay API, allowing merchants to take payments online as part of their all-in-one
booking system. Tyro partner H.I.Apps, specialising in membership and loyalty apps for clubs and hotels, also adopted Tyro Pay API
this year.
Through Tyro Health, we offer an integrated payments and claiming solution
that make it easy for health providers to get paid, supporting all modalities,
models of care and insurers. Our payment and claiming solutions connect
healthcare providers with funders, practice management developers and
the patients that they service, in ways that increase transparency, reduce
administration, and simplify the overall payments experience. The Tyro Health
Online platform, rebranded from Medipass in 2024, integrates to more than
80 Practice Management Software (PMS) solutions for healthcare, facilitating
seamless payment experiences for healthcare providers and their patients. This
year, we progressed the development of our soon-to-be-released Tyro Pro Key,
designed to facilitate claim submissions faster than any other solution available
in market. The Tyro Pro Key will accept payments as a standalone device, or
integrated to our leading cloud solution, Tyro Health Online, which allows
providers to view transactions, reports and access more claiming options such
as workers’ compensation schemes and more.
Making payments easy on-the-go
Our Tyro Go portable card reader was developed for merchants to take
payments seamlessly on-the-go, offering a simple mobile payment
acceptance option for merchants in trades, services and not-for-profit
industries, allowing customers to make quick payments anywhere, anytime.
Our Tyro BYO enables merchants to accept in-person contactless payments
seamlessly and securely on mobile devices – no additional hardware or
payments terminal needed. Launched in a first-to-market partnership as
part of Apple’s Tap to Pay on iPhone payment acceptance technology, Tyro
will soon release Tyro BYO for android devices, offering a device-agnostic
payment experience for merchants who transact on-site or on the move.
Tyro also offers value-added services to complement our online payments offering. Our unique card-matching capability offers merchants
and partners opportunities to increase the lifetime value of their customers via the proprietary Tyro Loyalty API. This year, Hello Clever
used the Tyro Loyalty API to build a real-time cashback reward scheme in an Australian-first app innovation. In 2022, Australian Venue
Co (AVC) built loyalty app The Pass with Tyro, allowing all transactions to be connected to a customer through AVC’s rewards and loyalty
program, regardless of whether they paid with a Tyro terminal, via the app or at the table. Today, more than 300,000 members use The Pass
at AVC venues, with Tyro matching more than 4 million cards to drive customers loyalty at 200 AVC venues.
Seamless merchant experiences
Get paid faster with integrated banking
Our integrated banking products continue to be a
valuable part of our customer value proposition to
Australian merchants, who are looking for simple
solutions that allow them to pay and get paid daily.
Merchants with a Tyro Bank Account benefit from our
business term deposit offering and the unmatched convenience of same-day
settlement, which allows merchants same-day access to their daily takings.
Uptake in 2024 reflects this strong value proposition that our bank account
offers merchants. Active banking users grew by 27% this year, with more
than 1 in 4 of all new merchants requesting banking services. Tyro also offers
a unique pay-as-you trade Tyro Business Loan for merchants with a Tyro
Bank Account, which is designed specifically to assist small and medium
businesses with fast and flexible funding to help them finance new inventory
and expand. The Tyro Business Loan was recognised for its compelling
customer value proposition this year, winning the awards for Excellence in
Business Lending at the 2024 Finnie Awards, presented by FinTech Australia.
Connect seamlessly to partners
Our ‘plug and play’ Tyro Connect solution is designed to be an integration
hub for apps and POS systems, addressing merchant pain points around
‘counter clutter’ and manual processes. This platform seeks to reinforce our
value proposition to merchants and embed Tyro more deeply into the evolving
commerce ecosystem by providing solutions that integrate payments and
value-beyond payment solutions.
Innovating for the future of payments
New frontiers of payment acceptance
On our mission to make payments the easiest part of doing business, we
continue to ensure we enable our merchants to accommodate the growing
usage of modern international payment methods. In 2024, Tyro was the
largest acquirer in Australia to accept scan-to-pay AliPay payments and
payments through international digital wallet, AliPay+. In 2025, scan-to-pay
payment acceptance with AliPay will be enabled on Tyro Pro.
Embedding payments in a range of devices
This year we developed and launched Tyro’s device-agnostic embedded
payments software development kit (SDK), which allows partners to embed
our payments technology into a wide range of devices. Just as the Tyro
BYO app allows payment acceptance on mobile devices, POS providers are
now able to integrate payments into modern POS terminals and to provide
bundled pricing to merchants.
Powering payments in new verticals
We are utilising the capability of our in-house payments infrastructure for
future opportunities. Tyro’s next focus will be to power unattended payments
and leverage the payments and claiming platform capability of Tyro Health
for a growing vertical adjacent to health.
Year ended 30 June 2024 | 33
CASE STUDY
34 | Annual Report 2024
TYRO SERVES UP FAST,
RELIABLE PAYMENTS
FOR GNOCCHI
GNOCCHI BROTHERS
Our business is dedicated to serving seriously good gnocchi and
classic Italian dishes to our valued customers. We needed a simple,
effective and supported payments solution to ensure our franchisees
and restaurants could focus on what they are best at – serving
seriously good gnocchi.
Despite the numerous payment products on offer, we have found that
Tyro and their trusted partner Zero payments really understand our
business and provide the support we need. The Tyro integration with
our Cloud based POS delivers fast reliable payments.
Ben Cleary-Corradini, co-founder of Gnocchi Gnocchi Brothers
Year ended 30 June 2024 | 35
CASE STUDY
36 | Annual Report 2024
TYRO INNOVATION
POWERS UNPRECEDENTED
LOYALTY FOR 200+ ICONIC
AUSTRALIAN VENUES
“We could see that loyalty members spent double and that
they visited our venues three times more often”
Marianne Mewett, Chief Experience Officer, Australian Venue Co
Australian Venue Co. (AVC) is a true-blue Aussie hospitality success story, operating more than
200 iconic pubs and neighbourhood locals across the country.
“With over 200 unique brands, the venues are really centered around their local community
and local customer base. We’re renowned for our vibe and atmosphere, and that comes
through in a lot of the customer sentiment data that we get,” said Marianne Mewett, Chief
Experience Officer at AVC.
To harness their customer engagement across their growing number of venues and
geographical spread, AVC built a customer loyalty program and app to offer customers the
ability to earn rewards at any of their venues.
“We could see that loyalty members spent double and that they visited our venues three times
more often” said Mewett.
However, member behaviours weren’t translating to real rewards and the program wasn’t
delivering on its potential. Customers were forgetting to open the app and they were not
earning points. AVC soon recognised that they needed to develop their own solution.
Thanks to Tyro, AVC launched a new omnichannel loyalty and payment app, The Pass – a one
stop ordering, payment, and rewards solution. Because of Tyro’s unique card linking capability,
The Pass allows customers to earn points whether they pay at the table, online or by tapping a
Tyro terminal at the bar at any of the group’s 200+ venues.
“With card-linking functionality, it creates another seamless way for customers to engage in
the program and to earn their points as well. And on the flip side, it gives us the opportunity
to understand their value beyond what they’re spending in The Pass. We really have a more
holistic view of our member value as it gives us a fuller picture of what our valuable members
are worth, where they are transacting, what they buy and when, and more.”
Year ended 30 June 2024 | 37
02
SUSTAINABILITY
OUR COMMITMENT
Unless otherwise noted, the information in this report
only covers Tyro’s operations and does not include any
sustainability metrics for our merchants or suppliers.
Content provided is in line with what is required under the
Australian Sustainability Reporting Standard (ASRS). Tyro did
not employ an external auditor or organisation to audit the
contents of this sustainability reporting.
Tyro is committed to managing the environmental, social
and governance aspects of our operations, to help drive
a sustainable future for our business, our customers and
the community.
We recognise that all businesses should take steps to
mitigate their environmental impact, decarbonise their own
operations and promote change within their value chains.
We have adopted a holistic approach to sustainability also
investing in social initiatives and ensuring compliance with
governance standards.
There are five key pillars in our sustainability strategy:
SUSTAINABILITY
AT TYRO
ABOUT THIS REPORT
40 | Annual Report 2024
2024 HIGHLIGHTS
CERTIFIED AS CARBON NEUTRAL
for our Australian business operations, under the Climate
Active Carbon Neutral Standard for Organisation.
Launched Not-for-profit offer with a
FREE TYRO GO READER
and discounted merchant services fees.
Facilitated over
$224,000
charitable donations through our ‘rounding up’ functionality.
Stood out across the ASX300 companies with
57% FEMALE BOARD DIRECTORS,
including a female Chair.
Results from our recent employee survey show that 86% of
employees believe
ON TRACK TO COMPLY
with Australian Sustainability Reporting Standards
by 2026 reporting.
Met our gender balance targets, achieving over
40% FEMALE REPRESENTATION
across the business, including over 40% of our senior leaders
(Executive Leadership Team (XLT) and direct reports to
the XLT). Efforts have been made to address the gender
balance at the XLT level, and some changes have been
announced which will increase female representation across
the XLT to more than 40% in FY25.
Partnered with Greener to provide our customers with
access to resources to help them reduce their GHG
emissions, save money and to be more sustainable.
Our Environment
Take action to reduce Tyro’s impact on the environment.
Our Customers
Deliver ESG value-add services and support our
merchants to be more sustainable.
Our Community
Provide effective channels for Not-for-profit
organisations to fundraise.
Our People
Engage with our people through initiatives that drive a positive
impact for the environment, community, and our team members.
Our Governance
Drive investor confidence through insightful sustainability
reporting and good corporate governance practices.
TYRO IS A DIVERSE AND
INCLUSIVE PLACE TO WORK”
and 87% believe “My manager genuinely cares about
my wellbeing”.
40% 46%
80% 57%
THE ETHNIC DIVERSITY OF OUR TEAM
REPRESENTS 40 DIFFERENT COUNTRIES,
WITH MORE THAN 58 LANGUAGES SPOKEN.
of our workforce
are Female
of senior
leadership
positions at Tyro
of our graduate
intake in FY24
was Female
Female
representation at
Board level
Women hold
More than
More than
= 10%
Year ended 30 June 2024 | 41
The Board governs Tyro’s approach to Sustainability, with support from the People Committee. The People Committee meets at least six
times per year and receives reports on Tyro’s sustainability and climate-related strategy, including progress reports on targets, strategic
initiatives, reporting requirements and future planning.
The Sustainability Framework below provides an outline of how sustainability is governed at Tyro and is subject to Tyro’s Three Lines of
Defence monitoring and assurance practices.
BOARD
• Meets at least six times per year.
• Responsible for overall operation and stewardship of Tyro in particular:
› Long-term growth, compliance and profitability.
› Strategies, values, policies and financial objectives.
› Set risk appetite for management to operate.
• Review and approve Tyro’s Sustainability Framework.
• Annual review (or more frequently if required) of Sustainability Risk Assessment.
• Review and approve sustainability targets.
PEOPLE COMMITTEE
RISK COMMITTEE
• Meets at least six times per year.
• Provides oversight and governance of Sustainability Framework
and targets.
• Meets at least six times per year.
• Responsible for overseeing the implementation of the Risk
Management Framework, testing the effectiveness of the
framework, and reporting findings and recommendations to
the Board.
• Reviews Tyro’s enterprise-wide risk profile, and Tyro’s
strategic and emerging risks, which includes key
sustainability risks.
CEO & MANAGING DIRECTOR
• Responsible for developing the approach, reporting and performance of Tyro’s business strategy.
• Engages with key external stakeholders e.g. shareholders and regulators.
EXECUTIVE LEADERSHIP TEAM
EXECUTIVE RISK COMMITTEE
• Implement Tyro’s business strategy.
• Provide input on the impact of sustainability risks including
climate risk, on the value chain and business model.
• Manage Tyro’s enterprise-wide risks.
• Meets quarterly to review and discuss materiality ratings of
Tyro's enterprise-wide, strategic & emerging risks.
• Annual review of materiality ratings of Tyro’s enterprise-wide,
strategic and emerging risks.
HEAD OF SUSTAINABILITY
• Reports to Chief People and Communications Officer.
• Performs annual Sustainability Risk Assessment including climate risk.
• Engages with the business and key external stakeholders (suppliers, merchants, community organisations) to ensure Tyro’s business
strategy meets our performance targets.
• Develops strategy of initiatives to achieve targets.
• Provides updates on sustainability risks and initiatives, to People Committee meetings.
GOVERNANCE
SUSTAINABILITY FRAMEWORK
42 | Annual Report 2024
Year ended 30 June 2024 | 43
Sustainability skills and competencies
The Board skills matrix sets out the range of skills that the
Board consider required to effectively govern Tyro. Through the
Nomination Committee, the Board applies the skills matrix to assist
in succession planning and to identify opportunities for Board
training and development. The Board considers that its current
members have the appropriate mix of skills, personal attributes
and experience that allows the Directors individually, and the Board
collectively, to discharge their duties effectively and efficiently. In
the annual Board skills assessment, skills related to Environmental
Social Governance (ESG) are self-assessed using a three-point scale
(Not skilled, Skilled, Highly Skilled) for subject matter areas of
Business Leadership and Governance, People and Culture, and ESG/
Environmental Management.
Sustainability responsibilities
The Board is responsible for ensuring our senior management
monitor and manage all material risks consistent with the strategic
objectives, Risk Appetite Statement, and policies approved by
the Board.
The Board is also responsible for overseeing management in
the implementation of the sustainability strategy. The People
Committee supports the Board in this matter. Tyro’s sustainability
risks are reported to People Committee. Our enterprise wide,
strategic and emerging risks, which include sustainability risks,
are reviewed every two months by the Board Risk Committee. The
Enterprise Risk Committee which includes the CEO & Managing
Director and Executive Leadership Team (XLT) are briefed on
material risks and ratings annually. The Board and Risk Committee
then consider how each risk may impact Tyro’s overall strategy.
The CEO & Managing Director delegates the oversight of Tyro’s
sustainability strategy, including management of sustainability
risks, to the Head of Sustainability. This is achieved by:
• conducting sustainability risk assessments;
• identifying key controls to manage each risk;
• managing the process of setting sustainability
(including climate-related) targets;
• engaging stakeholders to ensure Tyro’s business strategy meets
performance targets; and
• providing regular reporting on the sustainability program.
The sustainability risk assessment and associated controls have
been integrated into a multi-disciplinary company-wide risk
management process. This risk model, governed by our Risk
Management Framework, identifies risks across the business. In
2024, the sustainability risk assessment was performed by the
Head of Sustainability with the Head of Operational Risk.
The Head of Sustainability is responsible for identifying and
implementing controls and procedures to support the oversight
of sustainability risks and opportunities, in line with processes
outlined in the Risk Management Strategy. For example, we
conducted an Australian Sustainability Reporting Standards
(ASRS) gap analysis to assist us with being compliant with future
reporting requirements.
In 2024, the Board approved Tyro’s sustainability targets which
include climate-related targets. Management regularly update
the People Committee on initiatives and progress to achieve these
targets. These targets are not included in remuneration policies.
The Board sets the risk appetite within which it expects
management to operate, and approves our Risk Appetite Statement
and Risk Management Strategy (RMS) both of which encompass
financial and non-financial risks. The Board is also responsible for
approving and monitoring operating budgets, capital management,
and major capital expenditure, acquisitions and divestments.
Tyro’s Line 2 Risk Management Team report on medium and high-
rated material risks through the Enterprise-Wide Risk Profile. The
Strategic and Emerging Risk Radar considers those risks delivered
by Tyro’s environmental context such as changes in consumer
demand or competitor landscape and includes emerging risks which
are those known to some degree but are not likely to materialise
or have impact for several years. In 2024 Climate change risk is
included on Tyro’s Strategic and Emerging Risk Radar as a
low-rated risk.
The Board has considered key climate-related risks identified
in Tyro’s sustainability risk assessment. Given the low-rated
materiality of these climate-related risks, Tyro has not produced in
depth analysis such as quantitative climate scenario analysis. This
will be monitored and reviewed if the risk ratings change.
Tyro has identified risk categories it considers to be the major
areas that may adversely impact the financial and non-financial
outcomes for the business, should they eventuate. All risks
identified throughout the business are assigned to a material risk
category. Only one category can be assigned to a risk, hence risks
fitting into more than one category shall be assigned the category
most applicable. Where risks may be duplicated across businesses,
the risk is assigned to each business in terms of the business’s
accountability in relation to that risk. This ensures that when
the impacts of risks are aggregated, they do not exceed 100% of
their estimated impact. The regular risk reporting provides Tyro’s
Executive Risk Committee, Board Risk Committee and Board with
relevant data to indicate how Tyro is managing its risks relative to
appetite and risk limits.
We recognise that we have a role to play in collaborating with the government, other businesses, and the broader community to address
climate change. As part of our sustainability strategy, our climate-related objectives are to reduce Tyro’s impact on the environment,
deliver ESG value-add services, and support our merchants to be more sustainable.
SUSTAINABILITY
STRATEGY
SUSTAINABILITY
44 | Annual Report 2024
Risk assessment
As part of our Sustainability Framework, in 2024 we conducted a
sustainability risk assessment to ensure we:
• identified the environmental, social and governance risks and
opportunities that may have a material impact on our value over
the short, medium and long-term;
• provided evidence explaining the materiality of the risk and how it
impacts our business value chain;
• recognised the impact that our business has on stakeholders
such as employees, customers, shareholders, suppliers,
regulators and the community, and describe how we incorporate
the view of our stakeholders as part of our risk assessment;
• described our policies and procedures for managing our
environmental and social impact over the short, medium and
long-term; and
• developed a system to evaluate whether our sustainability
policies and procedures are effective, including performance
against annual metrics and targets.
Materiality
We apply a materiality threshold to the identified risks so that only
the most important risks (those that would have the largest impact
should they eventuate) are managed and monitored.
As part of our materiality assessment, we engage with our
stakeholders to identify topics with the potential to provide the
most impact for our business including our people, customers,
suppliers, shareholders, and the community.
Our materiality process is as follows:
• identify sustainability topics from internal risk areas and
external research;
• engage with key stakeholders related to those topics to
understand and rate according to level of importance; and
• review sustainability topics with our Line 2 Risk team to assess
level impact and likelihood of each risk topic. As part of our
Operational Risk Management Framework, Tyro uses a 5 x 5
Impact and Likelihood Matrix that assesses risks on a 5-point
scale (Insignificant through to Critical) based on the impact to
our reputation, legal / regulatory, people, customers, operational,
and financial performance.
Tyro conducts a materiality assessment, to understand how the
sustainability risks including climate, could reasonably impact Tyro
in the short, medium, and long-term time horizons. These time
horizons align with Tyro’s Strategic and Emerging Risk Radar and
are linked to Tyro’s overall planning for broader business strategic
decision making.
Sustainability Risk Materiality Assessment
Risk assessment
Impact:
High:
Consequences have a significant impact on the business.
Losses are significant.
Medium:
Consequences threaten the efficiency of the business.
Losses are notable but not significant.
Low:
Consequences are remediated with minor operational impact.
Losses are minimal.
Time Horizon:
Short-term:
Impacts already seen.
Medium-term:
Impact expected within 1-5 years.
Long-term:
Impact expected with 5-10 years.
SU
ST
AI
N
AB
IL
IT
Y
5-10
Years
1-5
Years
Time horizon
Scams & fraud
Business disruption
from climate-related
physical event
Credit risk from climate-
related physical event
Climate
transiton
0-1 years
Climate
reporting
requirements
Employee relations
Supplier practices
including modern slavery
Ethical product development
and sales pracices
SUSTAINABILITY RISK ASSESSMENT
Risk
Description
Potential Impact
Risk Type
ESG
Response (Controls)
Time
Horizon
Climate
transition
Shifts in climate and weather
patterns could result in Tyro’s
assets being impacted.
Tyro’s reputation could also
be impacted if we fail to make
commitments, or meet community
and shareholder expectations,
with regards to climate action e.g.
reducing our carbon emissions,
waste management etc.
Supply chain of
terminals;
Reputation.
Strategic.
Environmental .
• ESG risk assessments.
• Public disclosure and
proactive communication
of ESG risks, targets,
actions plans
and progress.
Medium
to long-
term.
Climate
reporting
requirements
Risk of failure to comply with
current and emerging climate and
sustainability risk regulations
could result in Tyro exposed to
penalties, fines and increased
supervisory oversight. The risk
of Tyro making inaccurate or
misleading representations about
our ESG strategy, commitments
and implementation plans to
achieve them.
Penalties, fines and
increased supervisory
oversight.
Non-financial.
Environmental.
Regulatory Framework.
Medium
to long-
term.
Business
Disruption
from climate-
related
physical event
Extreme climate-related physical
events could temporarily disrupt
Tyro’s ability to provide services
to customers due to supplier
disruption and/or resourcing (i.e.
our people are impacted and are
unable to work).
Disruption to
physical assets or
customer services.
Non-financial.
Environmental.
Business continuity
planning and resilience
testing, specific to
climate events.
Short to
medium-
term.
Credit risk
from climate-
related
physical event
The risk of environmental or adverse
events e.g. floods or bushfires,
increases the risk of business
stress and potential loan losses
as well as an impact on Tyro’s
corporate resources.
Increased loan
default losses.
Disruption to
customer services.
Financial.
Environmental.
• Financial support
programs.
• Tyro may consider
future lending decisions
based on high-risk
geographic areas.
Short to
medium-
term.
Employee
Relations
The risk of not attracting and
retaining capable and engaged
employees by supporting their
wellbeing, ensuring fair and
equitable remuneration, and helping
them develop their career. Tyro
requires a diverse and inclusive
culture for our workforce to
better serve the varied needs
of customers.
Low employee
satisfaction leading
to high employee
attrition, inability to
attract top talent, and
ultimately impacting
customer offering.
Non-financial.
Social
• Talent Selection and
Onboarding processes.
• Learning and career
development programs.
• Employee engagement
metrics, employee
feedback channels.
• Suite of HR policies
including Performance
Management; Leave;
Equality of Employment;
Diversity.
Short-
term.
Supplier
practices
including
modern
slavery
The risk that Tyro’s third-party
suppliers may not fulfil their own
ESG commitments or align with
Tyro’s ESG commitments.
Reputation and
potential business
disruption to
replace supplier.
Non-financial.
Social +
Governance.
• Commitment to obtaining
goods and services in a
transparent, ethical and
competitive manner,
consistent with risk
profile and policies –
Procurement policy.
• Suppliers assessed to
identify and mitigate
modern slavery risks
and issues – Modern
Slavery policy.
Short-
term.
Ethical
product
development
and sales
practices
The risk that our product suite and
sales practices are not aligned with
an ethical corporate culture.
Reputation and
non-compliance
with regulatory
requirements, leading
to penalties, fines and
increased supervisory
oversight.
Non-financial.
Social +
Governance.
• Employee Code of
Conduct.
• Corporate values.
• Mandatory training.
• Suite of policies including
Anti-Bribery & Anti-
Corruption; AML policies;
Whistleblower program.
Short-
term.
Scams and
fraud
The risk that customers fall victim
to scams and fraud.
Financial impact to
our customers and
potentially Tyro.
Financial.
Social +
Governance.
Supporting and educating
customers to minimise the
number of successful scam
and fraud attempts.
Short-
term.
Year ended 30 June 2024 | 45
ENVIRONMENTAL
INITIATIVES
The identified climate-related risks of climate transition and climate-related physical events are concentrated around potential business
disruption to the supply chain of our eftpos terminals, and provision of payments services to customers, and are low risk. Credit risk from
climate-related physical events could have a financial impact by increasing loan default losses, and failing to act against climate change
or comply with climate reporting requirements could result in reputational risk for Tyro. These climate-related risks have been assessed
to have a low impact on Tyro’s business model and value chain.
We have taken several strategic and proportionate sustainability actions to respond to these risks and opportunities.
SUSTAINABILITY
46 | Annual Report 2024
Carbon Neutral certification
Tyro is certified as Carbon Neutral for our Australian business operations, under the
Climate Active Carbon Neutral Standard for Organisation. In 2024 we acquired 4,927
tCO2 carbon offsets in respect of our emissions in 2023, by investing in the Rimba Raya
Biodiversity Reserve Project. Located in Central Kalimantan, Indonesian Borneo, Rimba
Raya generates carbon credits from High Conservation Value peat swamp forest and
develops livelihood programs in surrounding villages to provide education, employment and
a future for the local community. We intend to offset our 2024 emissions in the same way.
Tyro head office
Our head office in Sydney at 55 Market Street has a National
Australian Built Environment Rating System (NABERS) energy
rating of 5-stars and a NABERS water rating of 4-stars. We identify
energy-saving opportunities including the following initiatives:
• all monitors are switched off when not used;
• smart lighting automatically switches off lighting when no
movement is detected;
• use of LED energy saving lighting technology;
• use of smart elevator technology with a destination control
system that optimises lift trips, reducing the amount
of energy required to move groups of people through
the building;
• an advanced Building Management and Control System
was also implemented in the refurbishment that enables
building management to tune and optimise the building for
sustainability and occupant comfort; and
• smart printing technology.
We currently provide end-of-trip facilities, including secure bike
parking, showers, and well-equipped changing rooms for all
employees to better support environmentally friendly modes
of commuting.
We are also investigating the procurement of electricity for
our head office from renewable energy sources, to reduce our
emissions inventory from electricity consumption.
With our hybrid working policy allowing employees to work
from home 2-3 days per week, we also provide our people with
education about ways to save energy in the home.
Where possible, we are consciously sourcing carbon efficient
options for corporate travel for any team members who travel as
part of their role.
Data centres
Tyro uses Equinix and Fujitsu data centres for half of all production
workloads. Equinix has a goal to procure 100% renewable
electricity coverage globally by 2030, and in 2023 it achieved
96% renewable energy usage. In FY24, Fujitsu revised their target
to achieve 100% renewable energy in its infrastructure by 2030,
having so far achieved 30% in 2022.
The remainder of Tyro’s infrastructure resides with Amazon
Web Services (AWS). Amazon is the world’s largest corporate
purchaser of renewable energy and is on a path to powering their
operations with 100% renewable energy by 2025 - five years ahead
of their original target of 2030.
Terminal freight and recycling
Terminal freight represents one of the largest contributors to our
carbon inventory. We are engaged with our terminal suppliers
to identify more carbon neutral options for their supply chain
management, thereby reducing our carbon footprint.
Furthermore, we refurbish and reuse all terminals that are
not identified as redundant. Once a terminal is identified as
being redundant or ‘end of life’, we process it through secure
e-Waste recycling.
Digital receipts
Our Tyro Pro terminals enable merchants to give their customers
the choice to receive a digital receipt rather than the paper
version. As we transition our terminal fleet to the Tyro Pro, we will
continue to educate our merchants on the environmental and cost
advantages of encouraging customers to select digital receipts, to
reduce paper consumption.
Year ended 30 June 2024 | 47
48 | Annual Report 2024
Supporting our merchants to be more sustainable
As part of our climate-related risk assessment we identified a valuable opportunity
to engage with our customers and support them on their path to decarbonisation.
In November 2023 we launched our partnership with Greener for Business, an online sustainability platform designed to assist
small and medium businesses to reduce their greenhouse gas (GHG) emissions and save money. The platform provides a step-by-
step climate action plan and a range of exclusive offers on energy, waste, transport, shopping, packaging and more. Through our
partnership, we provide our customers complimentary access to the platform, valued at $228 per year to each customer.
Waste management
Our Tyro Sustainability Champions
Group works with Tyro employees to
be a more sustainable company. We
regularly communicate and reinforce the
importance of eliminating soft plastic
waste, correct recycling practices,
promote responsible energy, water
and paper usage, and encourage team
members to share new ideas on how
Tyro can be a more environmentally
responsible company.
In our head office, we continue to
provide waste management solutions
for organic, recyclable, and landfill with
clear education provided to employees
on how to use these solutions to reduce
harmful waste.
In 2024 we also introduced recycling
for disposable coffee cups and used
bathroom paper towels, which is collected
by Mates on the Move and re-engineered
into Processed Engineered Fuel. Mates on
the Move is a social enterprise providing
employment, training, work experience
and practical help to people who have
been incarcerated.
SUSTAINABILITY
Tyro’s Green Thumb Club
Having plants in our workplace delivers more benefits than just visual effects. Plants are a natural air filter, so they create a healthier
workplace for our people. Studies have also shown indoor plants can also boost concentration, reduce stress levels and promote
positivity, improving the productivity of our workplace. In 2024, we launched Tyro’s Green Thumb Club to water and care for our office
plants, which is a fun and practical way for our people to engage with our sustainability program.
Year ended 30 June 2024 | 49
SOCIAL
INITIATIVES
SUSTAINABILITY
50 | Annual Report 2024
The identified risks of employee relations, supplier practices including modern slavery, ethical product development and sales practices,
and scams and fraud, could all impact Tyro’s reputation, our ability to deliver great service to our customers, as well as a potential
financial impact on Tyro and our customers in the case of falling victim to scams and fraud.
In response, we have implemented several initiatives to control these risks and maximise our opportunities.
Our Values
We are guided each day by our values which motivate us, help us make decisions and ensure we’re all on the same page as we work to
bring our strategy to life. We have integrated our values into many aspects of our people’s experience and have made significant gains in
building an intentional culture around appreciation and recognition this year.
Our people continually recognise fellow Tyros for living our values day-to-day, and in 2024 we refreshed our recognition program enabling
our people to give a “shout out” to fellow employees for living the Tyro values.
High performance focus
In 2024, we uplifted our performance management framework
to drive greater focus on high performance for our people
and teams. This uplift included a stronger integration of our
values in overall performance outcomes; establishing clear
benchmarks for high performance; and ensuring greater
consistency in our application of the framework through
calibration. We also strengthened our capability in relation
to goal setting, hybrid working, talent mapping, succession
planning, and internal mobility to ensure we have the right
people, in the right role with the right plan to deliver high
performance for Tyro.
WOW THE
CUSTOMER
We love our
customers and we
want them to love
us too.
STAY
HUNGRY
We ooze passion
and determination
and are always
challenging the
status quo.
COMMIT TO
GREATNESS
We think big, move
fast and dare to
be different. We’re
always asking
“what’s next?”
WIN
TOGETHER
We are a united team.
With growth mindset
and without ego, we
embrace diversity to
collaborate, innovate
and accelerate.
BE
GOOD
We’re open and
transparent, & we
do the right thing -
even when nobody’s
watching or it’s
really hard
Year ended 30 June 2024 | 51
Growing our people
Our ability to attract and retain our people is driven
by our focus on fostering a culture of growth and
continuous learning.
At Tyro we offer our people a range of growth
opportunities, including e-learning modules, face-to-
face sessions, access to our mentoring program, and
learning through experiences such as job shadowing
and on the job training.
Prioritising psychosocial safety and
wellbeing
For Tyro to maintain a high-performance culture, our
people must feel safe to take risks, express ideas
and concerns, speak up, and make mistakes without
the fear of negative consequences. Fostering a safe
and positive working environment is very important
to us at Tyro and we have programs in place to
ensure this, including a zero-tolerance approach
to bullying and harassment, Employee Assistance
Program for confidential counselling services, trained
Mental Health First Aiders, Whistleblower Policy and
procedures, Mental Health workshops, and People
Leader training. This is important not only because
of the welfare of employees but also to ensure
compliance with new workplace legislation that has
been introduced.
We also support our people to prioritise their mental and physical wellbeing. In our 2024 Wellness Weeks, we hosted a range of sessions
including a keynote speaker on the power of self-care and resilience, breathwork and meditation classes, walking and run clubs, a jazz
and painting session, healthy smoothie and wholefood salad demonstration sessions.
2024 also saw the launch of the Tyro ‘Power Up’ day, giving all employees an additional day of leave each year to spend on whatever helps
them to recharge.
SUSTAINABILITY
52 | Annual Report 2024
Celebrating diversity and inclusion
At Tyro, we are committed to embracing a diverse workforce and providing a
work environment in which every team member feels safe, is treated fairly and
with respect, and can contribute to the success of the business and realise their
individual potential.
We are proud of the diverse multicultural backgrounds of our employees and
celebrate cultural festivals such as Diwali, NAIDOC, and Chinese New Year, often
by sharing a traditional meal together in the office.
Year ended 30 June 2024 | 53
Supporting our
community to fundraise
We are passionate about supporting charity
organisations as they do some of the most
important work in our community. As our
society moves away from cash and into
contactless payments, we have leaned
into our strengths to provide not-for-profit
organisations with an offer of a free Tyro Go
and discounted merchant service fees.
The Tyro Go allows for payments to be
accepted anywhere with its portable
functionality, working well for charities
taking donations and selling fundraising
merchandise to the public.
Brad Phillips, Fundraising Manager for The
Childhood Dementia Initiative said:
In 2024, we met our gender balance targets, achieving more than
40% female representation across the business, including more
than 40% of our senior leaders (Executive Leadership Team (XLT)
and direct reports to the XLT). In 2024 we stood out across the
ASX300 companies with 57% female Board Directors, including a
female Chair.
Women of Tyro is a network to empower our women to thrive in
their careers through a range of initiatives including:
• our Emerging Female Leaders program which is strongly
supported by the Board;
• support platforms such as CircleIn, a platform designed to help
build a family-inclusive workplace and create a culture at Tyro
that supports caregivers through all life stages, and People
Spot, a mobile app which provides learning modules on people
and leaderships related skills and topics;
• mentor programs; and
• internal networking events.
Tyro Pride is our employee support group that provides support
and empowers Tyro employees of diverse genders and sexualities
to bring their whole selves to work. Driven by employees, this
group are champions for the LGBTQI+ community.
"In Australia, childhood dementia takes
a similar number of lives each year as
childhood cancer. Fundraising is essential
for us to be able to help the thousands of
children living with dementia and their
families. Like other non-profit organisations,
fundraising costs have a big impact on
the total amount we're able to raise. Tyro
provided us with 20 roaming Tyro GO readers
for no upfront cost for our recent Autumn
Gala, allowing us to take donations quickly
and seamlessly and raise $265,000 on the
night. Renting 20 eftpos readers would have
cost us hundreds, so support like this from
Tyro is a valuable way for organisations to
partner with us for greater impact."
SUSTAINABILITY
54 | Annual Report 2024
Jeans for Genes
We are very proud of our partnership with the Children’s Medical Research Institute (CMRI). Since 2021 Tyro has provided the fleet of eftpos
terminals to enable contactless payments for Jeans for Genes Day to sell fundraising merchandise and take one-off donations.
Also, each year our people volunteer on Jeans for Genes Day to help sell merchandise and take donations. In August 2023 we helped raise
over $2.3 million for research and treatments for children who face congenital disabilities or genetic diseases like cancer, cystic fibrosis, and
life-threatening metabolic disorders.
For some merchants using our eftpos terminals,
Tyro has developed the functionality to allow
cardholders to make a charity donation for either
a fixed amount, or a ‘roundup’ of their purchase
to the nearest whole dollar. Donations are kept
separate to the merchant’s daily settlement and
are settled directly with the charities monthly.
IN 2024, THE TOTAL AMOUNT OF ‘ROUND UP’
DONATIONS MADE THROUGH OUR TERMINALS
WAS OVER $224,000, WITH A TOTAL OF OVER
$548,000 BEING RAISED SO FAR SINCE WE
STARTED THIS AS A PROJECT.
Year ended 30 June 2024 | 55
Volunteering
Volunteering leave is extended to all
employees, to support community
organisations with extra resources to
help in their important work. These
experiences also offer our people a
valuable opportunity to fulfil a sense of
purpose and connection with a diverse
range of people in our community. Over
2024, our people volunteered over
450 hours to organisations such as
Operation Christmas Child, Foodbank, and
Conservation Volunteers Australia.
SUSTAINABILITY
56 | Annual Report 2024
Our suppliers
At Tyro, we seek to incorporate
sustainability into all areas of our business,
including our supply chain. Our ability to
deliver our payments and banking offering
relies on the performance and availability
of our technology and communication
systems and those of our suppliers.
Although we expect each of our suppliers
to define their own sustainability measures,
including their approach to modern slavery
and climate change, our procurement
process requires us to assess the risks of
modern slavery in our suppliers’ practices.
In accordance with the Modern Slavery
Act 2018 (Cth), we have issued a statement
outlining the steps Tyro takes to ensure
that our business and supply chain are
free from slavery. Tyro recognises and
understands the importance of the Modern
Slavery Act and is committed to reviewing
and assessing the risks of modern slavery
in its operations and supply chain. We
are also working with our key suppliers
to understand their approach to climate
change, reducing greenhouse gas (GHG)
emissions, representing social diversity and
inclusion, and how this might align with our
approach and impact our business.
Ethical product development
and sales practices
Tyro’s values set the framework for how
we act and make decisions at Tyro. They
guide how we interact with customers,
stakeholders, and fellow employees,
to form a strong foundation of ethical
conduct. The values are outlined in Tyro’s
Code of Conduct that all employees,
contractors, and interns are obliged to
adhere to when working for Tyro.
Tyro’s Product Delivery Framework
provides our team with modern proven
practices that prioritise fairness,
transparency and customer centricity.
Tyro is committed to an Anti-Bribery and
Corruption Program that aligns with our
values, complies with legislation, and
prevents conduct that involves or could be
perceived as involving acts of corruption.
Our Whistleblower program provides
an environment that allows for the safe
reporting of any conduct that is contrary
to Tyro’s values, policies, and Code of
Conduct. We encourage all employees to
speak up if they see behaviour that does
not adhere to or align with Tyro’s values.
Mandatory training must be completed
by all Tyro employees each year, to raise
awareness for these ethical programs and
our suite of policies, including employee
rights and obligations regarding these.
Customer protection
At Tyro, protecting our customers, our
people and our business is of paramount
importance. We are committed to
meeting our regulatory obligations in
identifying, mitigating and managing
money laundering, terrorism financing,
cyber security, fraud and scams. With the
ever-changing nature of cybersecurity
threats, we are constantly improving our
security controls to stay ahead of these.
We also communicate with our customers
about ways we can work together to
prevent fraud and other security threats.
To demonstrate our commitment to
protecting our customers, we have
commenced a journey to achieve
ISO27001 and PCI-DSS accreditation
which have strict security control
requirements aligning with best practice
across the financial services industry.
Data management and privacy
As part of our ordinary business
operations, we collect, use, and hold
information relating to our merchants,
including cardholder transaction
records. Refer to our privacy policy at
www.tyro.com/privacy-policy/. We are
committed to respecting the privacy
of our customers. Our privacy policy
explains how we collect, store, use
and disclose personal information. We
take reasonable steps to protect this
information including using appropriate
technical, procedural and physical
security controls.
If a privacy breach were to occur, we have
processes in place to ensure the risks are
managed in a timely and effective way.
These processes also outline the required
investigation & notification processes,
including notifiable data breaches to
the Office of the Australian Information
Commissioner (OAIC) and notifiable
incidents to the Australian Prudential
Regulation Authority (APRA).
We also take privacy complaints
very seriously, and our Privacy Policy
includes details of internal and
external complaints avenues available
to customers.
Reporting of data breaches or
privacy breaches
All material data security and privacy
breaches are reported to our Board Risk
Committee and Audit Committee. All
notifiable cyber security incidents are
reported to the Australian Information
Commissioner (OAIC) and Australian
Prudential Regulation Authority (APRA).
Security of our products
All Tyro products are subject to stringent
implementation of security controls and
security assurance processes. We perform
penetration testing, code reviews and
third-party security assessments aligned
with industry best practice. We leverage
the Centre for Information Security (CIS)
v8 security control framework across Tyro.
Our technical, procedural and physical
controls have a shift-left, secure defaults,
defense in depth and least-privilege
approach. We also have appropriate
security training for all our internal
employees including secure software
development training for our software
developers. All Tyro employees are pre-
screened as part of their employment on
boarding process to ensure a strong level
of trust. In addition, we implement several
security controls across our products, as
outlined below.
Payment Terminals
Our terminal machine PIN pads are
protected with a unique key entry shield.
We encrypt data between the payment
terminal and Tyro’s internal systems, and
we take every opportunity to make sure
merchants and customers’ data is always
secure. Our hardware terminals are PCI
PIN compliant and have security controls
which ensure the confidentiality and
integrity of our software hosted across
such terminals. All terminal software
is subject to secure code reviews and
software security assurance testing.
eCommerce & Banking
Our eCommerce & Banking platform is
subject to stringent security processes.
All application software is subject to
Penetration Testing and Code Reviews.
We leverage independent third parties
to perform Penetration Testing across
our eCommerce & Banking platforms and
train our staff on secure coding practices.
Additionally, we have procedural controls
in place to detect any malicious and
fraudulent activity.
Tyro Health
Tyro Health is ISO27001 certified
which demonstrates strong design and
operational assurance on cybersecurity
processes and controls across
Tyro Health.
Year ended 30 June 2024 | 57
Governance initiatives
As an APRA regulated entity, Tyro has implemented
the governance practices prescribed in APRA CPS510.
Tyro’s corporate governance practices, including
those regarding, Tyro’s Code of Conduct, director
independence, Board diversity, accounting integrity and
shareholder engagement are described in its Corporate
Governance Statement for FY24, available in the
investor section of Tyro’s website.
Also, with the introduction of the Australian
Sustainability Reporting Standard (ASRS),
we conducted a gap analysis against the new
requirements, and are in the process of uplifting our
reporting, including climate-related disclosures. We are
on track to comply with ASRS by 2026 reporting.
The Risk Management Strategy and the Risk Appetite Statement
are key elements of the overall Tyro Risk Management Framework
and are reviewed and evaluated by the Board Risk Committee and
recommended to the Board for approval. This review is undertaken
at least annually or when a material business change has occurred.
The Sustainability Framework outlines the overall sustainability
management process, including how climate-related risks and
opportunities are managed by the Board and management. This
process is integrated into the overall risk management process as
outlined in the Risk Management Strategy.
In 2024, we conducted a Sustainability Risk Assessment which
incorporated broader sustainability risks. This process was conducted
in line with our Sustainability Framework and Tyro’s risk management
processes as outlined on page 29.
The inputs and parameters used to identify, assess, prioritise and
monitor the climate-related risks and opportunities were qualitative
through discussion with key stakeholders. Given the low-rated
materiality, climate-scenario analysis was not used to inform the
identification of climate-related risks.
Each risk is assessed on materiality using the Sustainability Materiality
Model, and impact and likelihood through the Operational Risk
Management Framework. Climate-related risks are prioritised in the
same manner as other types of risks based upon impact and likelihood.
The Head of Sustainability is responsible for completing climate-
related risk assessments, the identification and implementation
of controls, and the setting and monitoring of key milestones, risk
indicators and review dates. The monitoring process over each
sustainability (including climate-related) risk and opportunity
identified is conducted by the Head of Sustainability through the Risk
and Control Self-Assessment (RCSA) process, which is overseen by the
Line 2 Risk Management team. Changes in risk ratings are reported
to both People Committee through the Head of Sustainability, as well
as Board Risk Committee through the Head of Operational Risk. Any
impacts on compliance risk are reported to the Board Risk Committee
via the Head of Compliance.
There have been no changes to the risk management processes Tyro
have used compared to the previous reporting period. Tyro’s Risk
Management Framework and processes including the Three Lines of
Reporting Model are outlined on page 29 of this report.
SUSTAINABILITY
RISK MANAGEMENT
SUSTAINABILITY
58 | Annual Report 2024
SUSTAINABILITY TARGETS
Tyro’s progress against our Sustainability Targets relating to our People, Culture and Customers
Target
2023
2024
Initiatives
Achieve a gender balance of
40 / 40 / 20 representing a
minimum of 40% of our workforce
made up of women, a minimum
of 40% of men and 20% of
any gender.
37 / 61 / 2
41 / 58 / 1
• Emerging Female Leaders Program.
• Women of Tyro network.
• Talent recruitment and
retention approach.
Achieve a gender balance with a
minimum of 30% for Directors of
each gender.
Our Board is comprised of 4 female
and 2 male Directors (67% female
representation), and the Board Chair
is female.
Our Board is comprised of 4
female and 3 male directors
(57% female representation),
and the Board Chair is female.
We will work to maintain our strong
female representation on our Board
and leverage our directors as strong
role models for other women working
across Tyro.
Improve the favourable score to
the question “I am proud to work
for Tyro” in our annual employee
survey by 10%.
61% favourable
59% favourable
• Ongoing work to connect team
members with purpose, mission
and strategy.
• Careers week.
• Community volunteering and
other social and environmental
sustainability initiatives.
Increase our overall engagement
score by 10%.
56%
57%
• Training and development
• Wellness week
NPS of +40
NPS of +25
NPS of + 10
• Voice of the Customer
• Customer Council
• Customer Day
• Customer Journey Mapping
Tyro’s Sustainability Targets relating to the Environment
In response to the climate-related risks outlined in our Sustainability Risk Assessment, we recognise the importance to make
commitments and meet community and shareholder expectations, with regards to climate action.
In 2024 we reviewed our environmental targets by considering what is most material to our business and where we can make a positive
impact. Our Board has approved these targets along with our implementation plan to progress towards achieving these targets.
We plan to develop science-based targets in the future, to help track our progress towards reducing our GHG emissions by 2030, and in
the longer term ultimately achieve Net Zero.
We will continue to report our progress towards these targets and consider additional metrics as we continue to mature our
sustainability journey.
METRICS
& TARGETS
Year ended 30 June 2024 | 59
Measurement
Climate-related risk / opportunity
2023 Baseline
2024
2030 Target
Scope 1 & 2 emissions
• Climate transition
• Climate reporting requirements
• Business disruption from a climate-
related physical event
• Credit risk from a climate-related
physical event
439.34 tCO2e
430.25 tCO2e
Plan to develop
science-based targets.1
Scope 3 emissions
4,701.14 tCO2e
5,357.26 tCO2e
Plan to develop
science-based targets.1
Carbon Neutral certification
Achieved
Carbon credits to be
purchased in FY25 to
achieve this.
While we still have GHG
emissions, we will offset these
emissions by purchasing carbon
credits, to maintain our Carbon
Neutral certification.
Sustainable packaging
90%
90%
100% of packaging for Tyro’s
eftpos terminals made using
recyclable or electronic materials.
Recycling
100%
100%
Maintain 100% e-waste recycled.
Our strategy
2024
2023
Transaction value
$42.9 billion
$42.6 billion
Merchant numbers
71,347
68,665
Loan originations
$136.7 million
$149.7 million
Transaction value churn
15.5%
9.3%
Merchant number churn
14.2%
11.7%
Our people and culture
2024
2023
Total employees
584
578
Serious workplace injuries
0
0
Workplace Health and Safety training completion rate
100%
100%
Gender balance (% women / men / undisclosed)
41 / 58 / 1
37 / 61 / 2
Gender balance in Executive Leadership Team (% women / men / undisclosed)
29 / 71
25 / 75
Gender balance in Senior Managers (% women / men / undisclosed)
46 / 54 / 0
40 / 60
Gender balance in Other Managers (% women / men / undisclosed)
33 / 67 / 0
39 / 61
Gender balance of Executive Board Directors (% women / men / undisclosed)
57 / 43
67 / 33
Workplace Gender Equality Reporting
The Workplace Gender Equality Agency is a Commonwealth government agency that collects and publishes information relating to
gender inequality indications in the Australian workforce. As an employer with more than one hundred employees, Tyro is required
to submit data on its workforce to the Workplace Gender Equality Agency each year. On 30 May we lodged our annual report with the
Agency for the 2023-24 period. Shareholders can access the public versions of this report online on Tyro’s investor centre website.
Sustainability performance
1 We plan to use science-based methodology to set near-term targets for Scope 1, 2 and 3 emissions, identify abatement strategies across all Scope 1, 2 and 3 emissions and report on our
progress towards these targets.
SUSTAINABILITY
60 | Annual Report 2024
How we interact with our stakeholders
2024
2023
‘Sheep Dog’ Charitable Donations
Over $224,000
Over $144,000
Material Data and Privacy breaches
Nil
Nil
Completion of employee security training
100% compliance
100% compliance
Compliance with Modern Slavery legislation
100% compliance
100% compliance
2024 Emissions (tCO2e)
% of total
tCO2e/FTE
Scope 1 - direct GHG emissions
0.05
0.0%
0.0
Scope 2 - indirect GHG emissions from purchased electricity,
heating and cooling1
430.20
7.4%
0.7
Scope 3 - other indirect GHG emissions
5,357.26
92.6%
9.2
Total emissions
5,787.51
100%
9.9
GHG emissions
We recognise that Tyro has an important role to play in collaborating with the government, other businesses and the
broader community to urgently address climate change. We are committed to measuring and reporting our GHG emissions
each year.
The reporting principles and methodology contained are intended to be consistent with the Greenhouse Gas Protocol,
Climate Active Carbon Neutral Standard and the National Greenhouse and Energy Reporting Act 2007 (‘NGER Act’).
GHG EMISSIONS
1 Scope 2 Estimates -
Electricity invoices obtained from relevant service providers could only be obtained for the months of July 2022 to April 2023 for Sydney and Bendigo Offices.
Actual data from the June – April has been extrapolated to derive the full financial year data. Where month of month variances are within 10% extrapolation
was done based on full year, where significant change was noted in the year, only data post the change was used for extrapolation i.e. in the Bendigo office.
AWS emissions were provided by AWS from 1 July 2023 to 31 March 2024. Actual data from 1 July 2023 to 31 March 2024 has been extrapolated to derive the full
financial year data.
Note: The FY23 reported GHG emissions has been restated as 5,140.48 tCO2e (from 4,927tCO2e) due to the change in methodology outlined for Category 1
Purchased Goods and Services, ICT services and equipment – telecommunications, in the Scope 3 emissions table below. The inclusion of additional spend
related to telecommunications services materially changed the emissions and therefore it was deemed necessary to restate the FY23 figure.
Scope 1
Scope 2
439.29
430.20
4,701.14
5,140.48
5,357.26
5,787.51
2023
2024
Scope 3
Total
0.05
0.05
Year ended 30 June 2024 | 61
Scope 3 emissions category
2023 (tCO2e)
2024 (tCO2e)
1. Purchased goods and services1
2,599.20
3,045.68
4. Upstream transportation and distribution2
1,829.95
1,964.24
5. Waste generated in operations3
20.74
18.62
6. Business Travel4 5
82.84
153.68
7. Employee Commuting
168.41
175.03
Total Scope 3 emissions
4,701.14
5,357.26
Scope 3 exclusions - Scope 3 emissions associated with water were excluded as full year invoices were unable to obtained
from the supplier. In Tyro’s 2021 emissions inventory, water made up approximately 0.05% of the total emissions, and as such
the exclusion of water use in the scope 3 emissions inventory is immaterial.
In 2024, our total carbon emissions were 5,787.51 tCO2e, higher than our 2023 total of 5,140.48 tCO2e. This is largely
attributed to the launch of our Tyro Pro terminal in September 2023 where merchants were given the opportunity to swap
their older terminals for the new Tyro Pro terminal. Additionally, we upgraded at least 11,000 terminals for merchants in
preparation of the 3G network shutdown on 31 August 2024. These programs also produced greater levels of emissions
attributed to shipping and freight.
We will acquire carbon offsets through investment in environmental sustainability projects, in 2025 for those emissions
indicated above that cannot yet be reduced, to maintain our Carbon Neutral certification.
We will continue to explore ways to minimise our GHG emissions and enable our business to be more sustainable.
1 In FY23, a key account within the general ledger related to communication spend had been excluded from the emissions inventory. The spend within this
account was made up of telecommunication related expenditure such as that from Telstra who provide internet and telephone services to Tyro. In FY24, it was
identified that this account should be included within the Telecommunications category. As such the FY23 emissions figure has been restated to include this
account, and the boundary for both FY23 and FY24 emissions associated with telecommunications has expanded to include the account.
2 In FY23, shipping expenses which predominately relate to the shipment of terminals, was clearly separated from other costs with the general ledger as
shipping was mostly managed by Australia Post and Startrack. In FY24, Tyro switched suppliers to Ingenico for terminal management which includes terminal
shipment, handling, receipt stock, and invoicing. Ingenico provide Tyro with a broad invoice for all services, and as such it was not possible to delineate
between costs related to shipping and terminal management. However, as shipping forms the most material amount of the terminal management costs,
and the emission factor for shipping is significantly higher than the emission factor used for business machines and equipment repairs, it was deemed most
appropriate to allocate the expenses to the shipping category. In FY25, Tyro will aim to obtain the terminal management and shipping split from Ingenico to
ensure future inventories are as accurate as possible.
3 The waste data provided by Mirvac (property owner of the head office in Market Street) was for the months of July 2023 to May 2024. Actual data from 1 July
2023 to 31 May 2024 has been extrapolated to derive the full financial year data.
4 Uber was provided from 1 July 2023 to 31 May 2024. Actual data from 1 July 2023 to 31 May 2024 has been extrapolated to derive the full financial year data.
5 Corporate Travel Management data was provided from 1 July 2023 to 31 May 2024. Actual data from 1 July 2023 to 31 May 2024 has been extrapolated to derive
the full financial year data.
CASE STUDY
62 | Annual Report 2024
CAREER GROWTH
AT TYRO
“I joined Tyro six years ago because it had, and still has, a really strong reputation for being
an innovative place to work in the engineering space. When I first started, I worked on what
was called ‘the platform’ at the time, which is now known as Tyro Connect. We were looking
at third parties to integrate with so that we could make managing the day-to-day easier for
our merchants, like food ordering apps or bookings, which would all be managed through one
system. What I love about working in Technology at Tyro is that we remain really connected to
the ways that merchants are using our solutions and pay close attention to opportunities to
make processes easier for them. From there, I moved into payments, looking after coding for
our terminals. I had a baby and went on parental leave, returning to lead a team that managed
the key infrastructure in our back-end system that processes transactions. After that, I was
promoted to Head of Technology, which is my current role.
One of the great things about working at Tyro is the opportunity to grow and learn - you're
always supported in the next steps you need to take to explore your next opportunity. Tyro is
full of amazing leaders who are always willing to share their knowledge and skills, day-to-day but
also through our dedicated mentorship program. I was very lucky to have a strong female leader
at Tyro, which is a fantastic opportunity as a woman in technology.
I’ve just returned from parental leave again, and I’m excited about what we’re going to build and
release this year. Being able to execute greater ideas that make our solutions better, to think
outside the box and see the real-world value of what we’re building for businesses – that’s what
is most rewarding for me.”
One of the great things about working at Tyro is the opportunity to
grow and learn - you're always supported in the next steps you need
to take to explore your next opportunity.
TERRI DIEGELMAN
Head of Technology - Payment Delivery
Year ended 31 June 2024 | 63
Year ended 30 June 2024 | 63
BOARD OF DIRECTORS
64 | Annual Report 2024
BOARD OF
DIRECTORS
DEEP EXPERTISE ACROSS FINANCIAL
SERVICES, TECHNOLOGY & INNOVATION
Fiona is a Non-Executive director of WiseTech Global (ASX:WTC), Silicon
Quantum Computing Pty Ltd and Kain Lawyers Pty Ltd. She is on the Board of
Trustees and Investment Committee for HMC Capital Partners Fund 1 and is a
member of the Business Advisory Council for Anacacia Capital.
Fiona has over 30 years’ experience in a variety of industries, for companies
ranging from startups to listed companies, government entities and not-for-
profits. She has served on various boards, including MYOB, Isentia, Novotech,
PageUp People, StatePlus and SIRCA (the Securities Research Centre of
South-East Asia). She served on the ASIC director Advisory Panel and the
Board of Innovation Australia. Previously Fiona was a strategy consultant
for the Boston Consulting Group in the US and Australia and was a General
Partner in an Australian venture capital fund focused on technology startups.
Fiona holds an Honours degree in Engineering from The University of Adelaide
and an MBA from the Harvard Business School. Fiona is a mentor for the
Minerva Network, a member of Chief Executive Women and a Fellow of the
Australian Institute of Company Directors.
Relevant other Directorships held in the past three years:
• Non-executive Directors WiseTech Global (Since February 2024)
• Former non-executive Director Booktopia Group Limited (Sept 2020 to
November 2022)
• Former non-executive Director and Chair of the People Committee of
ASX-listed iSentia Limited (May 2014 to September 2021)
Independent Non-Executive Chair
FIONA PAK-POY
Independent non-executive Director since
September 2019 and Chair since 1 March 2023.
Other Tyro Responsibilities:
• Chair of the Nominations Committee.
• Member of the People Committee.
• Member of the Audit Committee.
Year ended 30 June 2024 | 65
BOARD OF DIRECTORS
66 | Annual Report 2024
Group CEO and Managing Director
JON DAVEY
Managing Director since September 2023.
Jon joined Tyro in May 2021 in the role of CEO - Medipass after Tyro acquired
Medipass and was appointed as Group CEO on 3 October 2022 and Managing
Director in September 2023. Jon's expertise is in leading businesses through
the changes necessary to succeed in a digital world. Prior to joining Medipass,
Jon was accountable for Digital, Innovation and Customer Experience at
National Australia Bank. He is the founder of National Australia Bank’s
Innovation and Corporate Venture Capital teams. Jon has 25 years' experience
in Corporate, Consulting and Start-up businesses. He has worked with leading
Australian and International companies in London and Hong Kong.
Jon holds Bachelor of Education, Master of Science and Master of Business
Administration degrees. He is a graduate of the Australian Institute of Company
Directors.
David joined the Board in July 2018. He has been a shareholder since 2008. He
is an active investor in various credit, financial services and
technology businesses.
David has over 30 years’ experience in the financial services industry. David
has held various roles at Westpac Banking Corporation, including Treasurer,
Assistant Chief Financial Officer and the Group Executive responsible for all
retail and business banking products in Australia. David has also worked at
Japan’s Shinsei Bank (formerly known as The Long-Term Credit Bank of Japan)
as Senior Corporate Executive Officer, Chief Financial Officer and a member of
its Board.
David holds a Bachelor of Arts in Government (magna cum laude) from
Harvard College, and a Master of Business Administration and Masters in
Economics from Stanford University.
Independent Non-Executive Director
DAVID FITE
Independent non-executive Director since July 2018.
Other Tyro Responsibilities:
• Member of the Risk Committee.
• Member of the Audit Committee.
• Member of the Nominations Committee.
Year ended 30 June 2024 | 67
BOARD OF DIRECTORS
68 | Annual Report 2024
With extensive career experience spanning senior executive and country
leadership roles in technology and travel businesses in Australia, Asia and
the UK (including British Airways, Qantas, Cedant TDS and Travelport);
Claire spent seven years on the Google Australia & New Zealand commercial
leadership team before transitioning into a portfolio career and non-executive
roles. She is currently Non-Executive Director for Lifestyle Communities
Pty Ltd (ASX:LIC) and a Director and Co-founder of Full Potential Labs, a
leadership development company working globally with
Technology companies.
Claire has a BSc Hons in Business Administration specialising in Marketing, and
an MBA from IMD, Switzerland. Claire is based in Sydney.
Relevant other Directorships held in the past three years:
• Non-executive Director of Lifestyle Communities Ltd (ASX: LIC) (Since
May 2022)
• Non-executive Director of Farleigh Holdings Pty Ltd (formerly Australian
Pacific Travel Group). (Oct 2020 to June 2024)
• Director and Co-founder of Full Potential Labs Pty Ltd. (Since April 2014)
• Non-executive Director of Farleigh Holdings Pty Ltd (formerly Australian
Pacific Travel Group). (Oct 2020 to June 2024)
• Former non-executive Director of 3P Learning Ltd (ASX: 3PL) (From May
2014 to September 2021).
Independent Non-Executive Director
CLAIRE HATTON
Independent non-executive Director since 5 January 2022.
Other Tyro Responsibilities:
• Chair of the People Committee.
• Member of the Audit Committee.
• Member of the Nominations Committee.
Year ended 30 June 2024 | 69
Aliza has 40 years’ experience in the financial services and technology sectors,
having held senior executive roles internationally at Boston Consulting Group,
Charles Schwab, Visa International, Twitter and Google. She has also previously
served on the Boards of listed companies including Scentre Group, SingPost
(Singapore), GfK (Germany), Invocare and as an advisor to the ANZ Bank Board
Technology Committee. Aliza graduated magna cumlaude, Phi Beta Kappa with a
BA in Applied Math-Economics from Brown University in the US and holds an MBA
with distinction in Marketing from New York University.
Relevant other Directorships held in the past three years:
• Non-executive Director of Healthway Medical Group Limited in Singapore.
(Nov 2020 till Dec 2023)
Independent Non-Executive Director
ALIZA KNOX
Independent non-executive Director since April 2021.
Other Tyro Responsibilities:
• Member of the People Committee.
• Member of the Risk Committee.
• Member of the Nominations Committee.
BOARD OF DIRECTORS
70 | Annual Report 2024
Paul is currently a director of ASX-listed PEXA Group Ltd and WCM Global Growth
Ltd. He also has board positions with several other Australian private companies.
Paul has over 25 years’ experience in the financial services industry. Paul was
previously Executive General Manager, Payments & Business Technology for
Commonwealth Bank of Australia. During his 20-year career at CBA, Paul was the
founding Managing Director of CommSec, which he led from 1994 through to 2002.
In 2005, Paul was named Stockbroker of the Year and admitted to the Industry Hall
of Fame. Paul holds a Bachelor of Science degree in Mathematics and Computer
Science from the University of Sydney.
Relevant other Directorships held in the past three years:
• Non-executive Director of PEXA Group Ltd (ASX: PXA). (Since July 2021)
• Non-executive Director of WCM Global Growth Ltd (ASX: WQG). (Since April 2017)
• Non-executive Director of Russh Media Pty Ltd. (Since January 2020)
• Non-executive Director of Switzer Financial Group Pty Ltd (Since 2011).
Independent Non-Executive Director
PAUL RICKARD
Independent non-executive Director since August 2009.
Other Tyro Responsibilities:
• Chair of the Risk Committee.
• Chair of the Audit Committee.
• Member of the Nominations Committee.
Shefali is the Founding Partner of SDR Capital (previously called First Look Capital),
a London-based venture fund investing globally in early stage companies started by
women and diverse entrepreneurs building technology in Finance and AI.
Prior to launching SDR Capital, she was the Chief Operating Officer and Chief
Compliance Officer of TrueLayer, from 2017 to 2020. She was an early employee at
Stripe where she was Chief Compliance Officer and Money Laundering Reporting
Officer (MLRO) for Europe, and responsible for the licensing and regulatory oversight,
including risk and compliance of their operations in Europe between 2013 and 2017.
Prior to Stripe, she led ethics, compliance, business conduct and risk across EMEIA
for Apple, was the Global Chief Compliance and Ethics Officer for Christie's and was in
private wealth compliance for Goldman Sachs across Europe and the Middle East.
At Oxford Saïd Business School, she is an Associate Fellow and lectures on startups,
innovation and strategy, global business systems, organisational behaviour and
ethics, leadership and decentralised finance cryptocurrencies.
She sits on the Board of Tyro (ASX:TYR) and until 2021, sat on the board of the Maker
Foundation, the protocol behind the DAI stablecoin.
Shefali is a graduate of RMIT, the London School of Economics and Oxford University,
where she gained undergraduate and postgraduate qualifications in law, economics
and finance, and management.
Shefali splits her time between London and Melbourne.
Relevant other Directorships held in the past three years:
• Director, SDR Capital Advisers LLP. (Since June 2022)
• Director, SDR Capital Group Limited. (Since June 2022)
• Director, SDR Capital GP Limited (Since June 2022)
• Director Gilmore Road Management Limited and Gilmore Road TE Ltd
(Since December 2014)
• Former Director of the Maker Foundation, originators of the DAI stable
coin (From April 2020 to July 2021).
Independent Non-Executive Director
SHEFALI ROY
Independent non-executive Director since 5 January 2022.
Other Tyro Responsibilities:
• Member of the People Committee.
• Member of the Risk Committee.
• Member of the Nominations Committee.
Year ended 30 June 2024 | 71
EXECUTIVE LEADERSHIP TEAM
72 | Annual Report 2024
Deanne has extensive experience as a senior executive across the payments financial
services industry, including Chief Customer Officer/MD A&NZ for global digital gifting
company Prezzee, General Manager of Identity, Payments and Financial Services for
Australia Post, and General Manager of Payments for NAB. Through these roles, Deanne
brings significant experience in leading sales, marketing, customer service, product
management, operational and digital teams.
With a relentless focus on the customer and a bias to action, Deanne has passion for
leading and inspiring high performing teams to deliver transformational growth, resulting
in enhanced commercial and customer outcomes.
Chief Growth Officer
DEANNE BANNATYNE
Monica has over 18 years’ experience in strategic communications, change management
and business transformation, specialising in financial services and technology. Having
previously held roles at KPMG, Deloitte and Tabcorp, Monica joined Tyro in 2020 as Head
of Corporate Communications ahead of being appointed as Chief People, Culture and
Communications Officer. Monica is passionate about creating high performing teams and
developing a thriving culture of engagement and growth that drives business outcomes.
Monica holds commerce, law and change management qualifications.
Chief People and Communications Officer
MONICA APPLEBY
EXECUTIVE
LEADERSHIP
TEAM
Adrian joined Tyro in May 2021 as part of the acquisition of Medipass, and took over
leadership of the Tyro Health business in October 2022. He has over 20 years experience
leading digital products and businesses, in industries including financial services, health
and advertising. After starting his career as a chartered accountant and then consultant
at PricewaterhouseCoopers, Adrian moved into leadership roles at Sensis, Medibank and
Telstra Health, before joining Medipass in 2017 to build what is now one of Australia’s
leading digital payments platforms for health providers.
CEO Tyro Health
ADRIANO PERILLO
Steve is a Chartered Global Management Accountant (CGMA) and Certified Information
Systems Auditor (CISA). He joined Tyro in March 2019 and was appointed as Chief Risk
Officer on 10 June 2021 leading the Tyro Risk and Compliance function. Prior to this role,
Steve led the Internal Audit function, providing the Board and Management with an
independent view on whether Tyro has an appropriate risk and control environment. After
graduating from the University of Glasgow, Steve began his career in project management
for a large UK utility firm before moving into audit and risk roles. Steve moved to Australia
ten years ago with his family and has since worked for Woolworths, IAG and QBE.
Chief Risk Officer
STEVE CHAPMAN
Praveenesh is a qualified CPA and a member of the Chartered Financial Analysts Institute
and has over 15 years’ professional experience. Praveenesh was appointed CFO of Tyro in
October 2014, with full responsibilities for the company’s Finance function. Having started
his career with PricewaterhouseCoopers in Fiji, Praveenesh has had extensive managerial
experiences in the Property and Financial Services sectors as well as managing large
integration and strategic finance related projects.
Chief Financial Officer
PRAVEENESH PALA
Year ended 30 June 2024 | 73
74 | Annual Report 2024
DIRECTORS’
REPORT
1. 2024 Corporate Governance Statement
The Group’s governance arrangements and practices as compared to the ASX Corporate Governance Council’s Corporate Governance
Principles and Recommendations (4th Edition) are set out in our Corporate Governance Statement. The Group must also comply with
its constitution, the Corporations Act 2001 (Cth), the ASX Listing Rules, the Banking Act 1959 (Cth), the Financial Accountability Regime
Act 2003 (Cth) amongst other laws, and, as an Authorised Deposit taking Institution, with governance requirements prescribed by the
Australian Prudential Regulation Authority (APRA) under Prudential Standard CPS 510 Governance and other applicable published APRA
Prudential Standards. Information about the Group’s corporate governance policies and practices can be found in the 2024 Corporate
Governance Statement available at:
https://investors.tyro.com/investor-centre/?page=corporate-governance
2. Directors
The following persons held office as Directors of the Company during the financial year and up to the date of this Report (unless
otherwise stated):
Details, including term of office, qualifications, experience and information on other directorships held by Directors, can be found on
pages 64 to 71 of the Annual Report.
3. Company Secretary
Jairan (Jay) Amigh was appointed as Company Secretary on 20 February 2020. Jay holds Bachelors of Law and Commerce and has over
30 years in legal practice focusing on financial services and corporate governance.
Fiona Pak-Poy
Chair and Non-executive Director
Independent
David Fite
Non-executive Director
Independent
Claire Hatton
Non-executive Director
Independent
Aliza Knox
Non-executive Director
Independent
Paul Rickard
Non-executive Director
Independent
Shefali Roy
Non-executive Director
Independent
Jon Davey
CEO and Managing Director
Executive
Appointed as a Director
on 1 September 2023
In addition to the Board and Committee meeting attendances noted above, a number of Directors participated in other Committees
established for special purposes. At the date of this report, the Company has an Audit Committee, Risk Committee, People Committee
and Nominations Committee. The members of each Committee are as follows:
4. Meetings of Directors
The number of meetings of the Company’s Directors (including meetings of Committees of Directors) and the number of meetings
attended by each Director during the financial year were:
5. Directors’ interest in securities
The relevant interest of each Non-Executive Director in securities of the Company at the date of this Directors’ Report is as follows:
Audit Committee
Risk Committee
People Committee
Nominations Committee
Paul Rickard (Chair)
Paul Rickard (Chair)
Claire Hatton (Chair)
Fiona Pak-Poy (Chair)
David Fite
David Fite
Fiona Pak-Poy
David Fite
Claire Hatton
Aliza Knox
Aliza Knox
Claire Hatton
Fiona Pak-Poy
Shefali Roy
Shefali Roy
Aliza Knox
Paul Rickard
Shefali Roy
Director1
Relevant interest in
ordinary shares
Options over
ordinary shares
Rights over ordinary
shares (Director Fee
Sacrifice)²
Fiona Pak-Poy
286,703
83,000
-
David Fite
16,643,767
-
-
Paul Rickard
2,357,749
-
144,783
Aliza Knox
-
-
22,522
Claire Hatton
36,417
-
-
Shefali Roy
26,444
-
22,522
Director
Board of Director
Meetings
Audit
Committee
Meetings
Risk Committee
Meetings
People
Committee
Meetings
Nominations
Committee
Meetings
A
B
A
B
A
B
A
B
A
B
Fiona Pak-Poy
17
17
6
6
nm
nm
6
6
4
4
David Fite
17
16
6
5
6
6
nm
nm
4
4
Claire Hatton
17
17
6
6
nm
nm
6
6
4
4
Aliza Knox
17
17
nm
nm
6
6
6
6
4
4
Paul Rickard
17
16
6
6
6
6
nm
nm
4
4
Shefali Roy
17
15
nm
nm
6
6
6
6
4
4
Jon Davey1
14
14
nm
nm
nm
nm
nm
nm
nm
nm
A Number of meetings during the year while the Director was a member of the Board or Committee.
B Number of meetings attended by the Director as a member during the year.
nm Not a member of the relevant Committee.
1 The CEO & Managing Director is an Executive Director and is invited by the Board to attend the Audit Committee, Risk Committee, People Commiitee and Nominations Committee
meetings (or part thereof).
1 Includes shares held by entities controlled by Directors
2 Relates to FY24 Remuneration Sacrifice Rights to be converted to shares in FY25.
Year ended 30 June 2024 | 75
76 | Annual Report 2024
6. Operating and financial review
Refer to the CEO’s Letter to Shareholders and Operating and
Financial Review on pages 20 to 31 of the Annual Report, which
forms part of this Directors’ Report for details of Tyro’s principal
activities, business strategies and financial performance and
position for the year ended 30 June 2024.
7. Material risks to business strategies and
prospects for future financial years
Refer to the CEO’s Letter to Shareholders and Operating and
Financial Review on pages 20 to 31 of the Annual Report, which
forms part of this Directors’ Report for details of Tyro’s material
risks, and strategies to mitigate risks, as at 30 June 2024.
8. Dividends
No dividends were paid to shareholders or otherwise
recommended or declared for payment during the year.
9. Share-based payments
Details of share-based payments are disclosed in our
Remuneration Report on pages 78 to 99 and in Note 14 of the
Financial Report.
10. Additional information indemnities and
insurance
Clause 54 of the Company’s Constitution provides that every
person who is or has been a Director or Secretary of the Group
must be indemnified by the Company, to the extent permitted by
law, against:
• Liabilities incurred by the person as an officer of the Company
or a subsidiary; and
• For legal costs incurred by the person in defending any
proceedings which relate to a liability incurred by that person
as an officer of the Company.
The Company has executed Deeds of Indemnity, Insurance and
Access, consistent with this Clause, in favour of all current
Directors of the Company, the Company Secretary who is named in
this Directors’ Report and the Company’s current Chief Financial
Officer. The Company has also entered into equivalent Deeds of
Indemnity with former Directors and Secretaries of the Company,
in accordance with the Company’s previous Constitution. Each
Deed indemnifies those persons for the full amount of all such
liabilities including costs and expenses, subject to their terms.
For the year ended 30 June 2024, no amounts have been paid
pursuant to indemnities (FY23: Nil). The Company’s Constitution
also allows the Company to pay insurance premiums for contracts
insuring the current and former Directors and Secretaries of the
Company in relation to any such liabilities and legal costs.
During or since the end of the financial year, the Company has paid
the premium in respect of contracts insuring each of the Directors
and the Secretary named in this Directors’ Report, the former
Directors, and the officers of the Company as permitted by the
Corporations Act 2001. The class of officers insured by the policy
includes all officers of the Company. The terms of the contracts
of insurance prohibit the disclosure of the nature of the liabilities
insured against and the amount of the premium. As at the date
of this report, no amounts have been claimed or paid in respect
of these insurance contracts other than the premium referred
to above.
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young, as part of the terms of its
audit engagement agreement against claims by third parties and
resulting liabilities, losses, damages, costs and expenses arising
from the audit (for an unspecified amount). This indemnity does not
extend to matters finally determined to have arisen from Ernst &
Young’s negligent, wrongful or wilful acts or omissions.
11. Proceedings on behalf of the Group
On 4 September 2023 Tyro commenced proceedings in the Supreme
Court of New South Wales against Kounta Pty Ltd (Kounta) asserting
that Kounta breached its obligations to Tyro by offering a competing
product in Lightspeed Payments to Tyro merchants (Proceedings). On
16 February 2024, Tyro entered into a Settlement Deed with Kounta
ahead of the hearing of Kounta’s appeal to the orders made in Tyro’s
favour on 16 November 2023. Under the Settlement Deed, the parties
agreed to settle the Proceedings on the basis that:
• Kounta’s appeal be dismissed;
• Judgement in the Proceedings be entered in Tyro’s favour;
• Kounta pay Tyro $10 million in damages; and
• until 6 September 2024, Kounta be restrained from soliciting,
inducing, or otherwise attempting to persuade an agreed list of
mutual merchants of both Tyro and any of Kounta, Lightspeed
Commerce, Inc. or Vend Limited to become a merchant of any
other entity providing acquiring services.
• The $10 million damages payment was received on 16
February 2024.
12. Non-audit services
The Group may decide to employ its auditor on assignments
additional to their statutory audit duties where the auditor’s
expertise and experience with the Group is important.
The Board has considered the position and, in accordance with
the advice received from the Audit Committee, is satisfied that the
provision of the non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations
Act 2001.
The Directors are satisfied that the provision of non-audit services
by the auditor, as set out below, did not compromise the auditor
independence requirements of the Corporations Act 2001 for the
following reasons:
• All non-audit services have been reviewed by the Audit
Committee or its delegate to ensure they do not impact the
impartiality 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, including reviewing or auditing
the auditor’s own work, acting in a management or a decision-
making capacity for the Group, acting as advocate for the Group
or jointly sharing economic risk and rewards.
The non-audit services paid to the auditors (Ernst & Young) was for
regulatory compliance amounting to $100,000. Details of the audit
and non-audit fees paid or payable for services provided by the
auditors are detailed in Note 23 of the Financial Report.
13.Auditor’s independence
A copy of the auditor’s independence declaration as required under
Section 307C of the Corporations Act 2001 is set out on page 101
and forms part of the Directors’ Report for the financial year ended
30 June 2024.
FY24 DIRECTORS' REPORT
14. Rounding of amounts
The Group is of a kind referred to in Legislative Instrument 2016/191,
issued by the Australian Securities and Investments Commission,
relating to the ‘rounding off’ of amounts in the Directors’ Report.
Amounts in the Directors’ Report have been rounded off in
accordance with that Legislative Instrument to the nearest thousand
dollars, or in certain cases, to the nearest dollar. This Directors’
Report is made in accordance with a resolution of the Directors.
15. Significant events after the end of the
financial year
On 4 July 2024, the Group created the Tyro Employee Share Trust.
The purpose of the trust is to acquire Tyro shares on-market to be
held within the trust for satisfying the Group’s share based payments
compensation obligations.
On 31 July 2024, Tyro announced Prav Pala's resignation as
Chief Financial Officer. The Group has appointed Emma Burke as
replacement Chief Financial Officer.
In the opinion of the Directors, other than the matters noted
above, there have been no matters or circumstances which have
arisen between 30 June 2024 and the date of this report that have
significantly affected or may significantly affect the operations of
the Group, the result of those operations or the state of affairs of the
Group in subsequent financial years.
16. Likely developments and expected results
Other than the developments described in this report, the Directors
are of the opinion that no other matters or circumstances will
significantly affect the operations and expected results of the Group.
17. Remuneration report
The Group’s Remuneration Report which forms part of the Directors’
Report can be found on pages 78 to 99 of this Annual Report.
JON DAVEY
CEO and Managing Director
FIONA PAK-POY
Chair
Sydney, 26 August 2024
Year ended 30 June 2024 | 77
03
REMUNERATION
REPORT
WE REMAIN PROUD OF
OUR DIVERSE AND VIBRANT
CULTURE. WE KNOW THAT AN
ENGAGED TEAM, CONNECTED
WITH OUR MISSION, PURPOSE
AND STRATEGY IS CORE TO US
ACHIEVING OUR AMBITIONS.”
80 | Annual Report 2024
LETTER FROM
THE CHAIR OF
THE PEOPLE
COMMITTEE
Dear fellow shareholders,
On behalf of the Board and the People Committee, I am pleased to
present Tyro’s 2024 Remuneration Report.
This report outlines how we incentivise and reward our team,
including our CEO and Key Management Personnel (KMPs), to
drive strong performance and deliver long-term value for you,
our shareholders.
We are pleased with our FY24 financial results, which were achieved
despite challenging economic conditions. We generated $30.4
million of free cash flow (more than five times higher than FY23) and
our profit for the year increased more than fourfold to $25.7 million.
This success follows the implementation of our new operating
model in FY23 with our leaner team focused on delivery and high-
performance. We remain proud of our diverse and vibrant culture.
We know that an engaged team, connected with our mission,
purpose and strategy is core to us achieving our ambitions. We
are committed to making Tyro an even greater place to work and
grow for our team members by investing in our learning and career
development programs and enhancing our focus on wellbeing,
particularly psychosocial safety.
We work with the management team to set clear and ambitious
KPIs each year to drive both financial and non-financial business
outcomes. We also review our incentive structures annually to
ensure we are encouraging the right outcomes for shareholders and
that our variable pay rewards performance. Where necessary, the
Board will exercise our discretion to adjust variable remuneration.
REMUNERATION REPORT
WE ARE COMMITTED TO
ACTIVELY ENGAGING WITH
OUR SHAREHOLDERS, THEIR
REPRESENTATIVES, AND
PROXY ADVISORS.”
REMUNERATION
OUTCOMES REFLECT SOLID
FINANCIAL PERFORMANCE.”
We stated in last year’s remuneration report that FY24 would
be an opportune time to further evolve our remuneration
framework, and we have, with changes made to both our Short-
Term Incentive (STI) and Long-Term Incentive (LTI) schemes
which are detailed in this remuneration report.
This year, Executive KMP employees received a weighted
average annual bonus (STI) equivalent to 63.7% of their target
amount and 48.3% of their maximum amount. This reflects
solid performance in meeting the financial metrics although
the total amount was reduced due to underperformance in the
non-financial customer-related metric. The Board chose not to
exercise its discretion to adjust the STI amount, deeming the
outcome to be appropriate. The FY24 LTI will be evaluated in
2026, with information on the results of previously issued LTI
offers available in this report.
Listening and responding to feedback on the
FY23 Remuneration Report
Following the 2023 Annual General Meeting (AGM) where Tyro
received a 'first strike' against adopting its 2023 Remuneration
Report, the Board has actively engaged in discussions with
shareholders, their representatives, and proxy advisors. This
engagement aimed to gather feedback, understand concerns,
and address issues raised.
Key concerns were carefully considered and addressed through
changes already implemented or planned for FY25, aligning
with the company’s evolving remuneration strategy. The
Board remains committed to ongoing dialogue and enhancing
transparency to address shareholder concerns. Additional
information will be provided to foster a more informed
understanding of the remuneration approach.
We also acknowledge the frustration from some shareholders
that, like many payments companies globally, our share price
hasn’t reflected the strong financial performance that we’re
delivering. The key issues we heard from shareholders and our
responses are:
Retention rights: A one-off retention incentive of 750,000
services rights was awarded to the CFO (Prav Pala) on 9
September 2022, with the service rights vesting in three equal
tranches over 30 months. This offer was made to ensure stability
as the business transitioned to a new CEO tasked with driving
considerable organisational change while there was also a
protracted period of external interest in acquiring Tyro.
Two of the three tranches have vested and the third will be
forfeited given the resignation of Prav Pala as announced on 31
July 2024. Prav will exit the business in mid-November 2024,
with Emma Burke starting as CFO on 28 October 2024.
Use of EBITDA targets for both the STI and LTI: While we used
EBITDA metrics for both the STI and LTI schemes, a different
approach was applied to the target setting, distinguishing
between short and long-term goals, with the LTI targets
including ambitious compound annual growth rate (CAGR)
targets. We are confident that these metrics were the right ones
for where our business was at the time when we were focused on
gross profit and working toward profitability.
Now that we are profitable, we are modifying our LTI
performance targets to align with shareholder returns and
value creation. In FY25, we will remove the EBITDA target and
introduce Earning per Share (EPS) while maintaining the use of
relative Total Shareholder Return (rTSR) metrics as our key LTI
performance targets. In FY25, we will also replace the EBITDA
metric for the STI with a three equally weighted metrics of gross
profit (normalised), cash operating leverage (normalised) and
net profit before tax (statutory). We have made this change to
ensure that there is adequate focus on statutory profitability,
whilst also rewarding management for driving business growth to
support future profitability.
Greater disclosure on STI award triggers: Previously some of our
disclosures relating to how STI awards are achieved would have
benefited from a greater level of detail. In this year’s report we
have outlined a more detailed view of how STI awards are set,
achieved and tested.
Exclusion of share-based payments from the EBITDA targets:
We changed the FY24 LTI metric to be EBITDA after share-based
payments. As we have outlined, we will no longer use EBITDA as a
performance metric for either our STI or LTI from FY25.
Year ended 30 June 2024 | 81
WE ARE CONFIDENT OUR
REMUNERATION FRAMEWORK
INCENTIVISES AND REWARDS
HIGH PERFORMANCE THAT
DELIVERS SUSTAINABLE LONG-
TERM VALUE CREATION AND
REFLECTS THE INTERESTS OF
OUR SHAREHOLDERS.”
82 | Annual Report 2024
Key changes made in FY24
As noted above, several changes were made to the FY24 STI to
align it more closely with our strategy to drive shareholder value,
while making it more compelling for our employees.
The changes include:
• The individual KPI performance component increased from
20% to 40%. This change was made to ensure that individuals
are accountable for the financial and non-financial metrics
that they can control. It’s important to note that Tyro is APRA
regulated and to comply with regulations, we must ensure
non-financial measures are also appropriately incentivised.
Financial metrics will continue to represent at least 30% of
the individual KPI components of the CEO and CFO targets.
• Consequently, the customer performance component of
the STI decreased from 40% to 20% and focused on the
metric deemed to be the most meaningful and objective -
our NPS score. Executives with accountability for customer
performance are also incentivised directly in their individual
performance component.
• Split of equity to cash for Executive KMP and XLT changed to
50:50 from 67:33 to ensure we can attract and retain senior
leaders in a competitive market, with vesting conditions of
the equity component simplified and shortened.
• The introduction of risk and performance ‘gate openers’
which must be met for any team member to be eligible for an
STI. For all team members this includes the completion of all
mandatory compliance training and demonstration of clearly
defined risk culture behaviours. For our senior leaders this
includes a broader range of targets. Where these have not
been met, the individual will not be awarded an STI. This has
been introduced to reinforce the fact that risk management is
a fundamental part of everyone’s role at Tyro.
• The target percentage of Fixed Annual Remuneration (FAR)
potentially awarded to some XLT members, including the
Chief Risk Officer, who is an Executive KMP, increased to 50%.
This change was made to reflect additional accountabilities
taken on by XLT members following operating model changes
and to recognise the contribution of each department to
deliver company-wide outcomes.
The LTI rewards participants for their contribution to achieving
long-term strategic priorities, incentivises retention, and ensures
compliance with deferral requirements under the Banking
Executive Accountability Regime (and its replacement, the
Financial Accountability Regime). In FY23 we introduced a relative
TSR (rTSR) metric alongside an EBITDA 3-year CAGR metric. The
50/50 split between performance metrics was adopted again
in FY24.
The changes include:
• The use of EBITDA after share-based payment expense metric
rather than EBITDA before share-based payments.
• Reducing the number of participants by 50%.
CLAIRE HATTON
Chair - People Committee
26 August 2024
Chair and Non-executive Director fees
Non-executive Director fees were reviewed at the end of the 2023
calendar year following a comprehensive benchmarking exercise.
This benchmarking revealed that the Chair fee relative to the
Non-executive Director base member fee, had a Chair to Member
ratio 1.5:1, which is much lower than market comparable averages
of 1.90 – 2.09. To address this, the Chair: Member ratio has been
adjusted to 1.75, increasing the Chair fee from $210,000 (before
superannuation) to $243,243 (before superannuation) from 1
January 2024.
Non-executive Director fees did not change and will not be
increased to accommodate increased compulsory superannuation
contributions from 1 July 2024.
Looking ahead to FY25
As outlined above we have made some changes that will take
effect in FY25. These include:
• Replacing the EBITDA metric for the LTI with EPS, which
will be used alongside rTSR as an equally weighted
performance metric.
• Replacing the EBITDA metric for the STI with three equally
weighted metrics of gross profit (normalised), cash operating
leverage (normalised) and net profit before tax (statutory).
Employee Share Trust
On 4 July 2024, Tyro incorporated the Tyro Employee Share Trust
(EST) to acquire shares on-market and allocate to future exercised
employee rights and options. Currently, vested awards that are
exercised or converted are satisfied by the issuance of new Tyro
shares, which has a dilutive impact on shareholders. We see the
introduction of the EST as a positive for our shareholders and
expect the EST will begin acquiring shares on-market later this
financial year.
We are confident this remuneration framework incentivises and
rewards high performance that delivers sustainable long-term
value creation and reflects the interests of our shareholders.
I look forward to receiving your views and support at the 2024
Annual General Meeting.
Yours sincerely
REMUNERATION REPORT
Year ended 30 June 2024 | 83
84 | Annual Report 2024
REMUNERATION
REPORT 2024
REMUNERATION REPORT
This Report forms part of the Directors’ Report and sets out the remuneration arrangements of the Group for the year ended 30 June 2024
and is prepared in accordance with Section 300A of the Corporations Act 2001. The information has been audited as required by Section
308(3C) of the Corporations Act 2001.
The report details the remuneration arrangements for Tyro’s Key Management Personnel (KMP). KMP are those persons having authority
and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including all Directors. Executive
KMP roles are Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Risk Officer (CRO).
In this Report
Remuneration governance
Remuneration framework
Key Management Personnel (KMP)
Short-Term Incentive (STI)
Long-Term Incentive (LTI)
Executive KMP Remuneration
Non-Executive Director Remuneration
Summary of Options and Rights under issue
Remuneration framework
Our approach to remuneration is underpinned by the following principles.
Remuneration governance
Tyro’s remuneration governance and framework is overseen by the
People Committee (the Committee) as a formal committee of the
Board. The Committee consists of four Non-executive Directors,
with one performing the role of Chair.
This Committee provides Tyro with a robust governance framework
to ensure remuneration policies, practices and outcomes are
competitive, enabling Tyro to attract, retain and reward talent, and
are reasonable and aligned with shareholder expectations.
The principal responsibilities of the Committee are outlined in the
People Committee Charter, available on the corporate governance
page of the Group’s website (https://investors.tyro.com/investor-
centre/?page=corporate-governance). Under the Committee
Charter, the majority of Committee members must be independent
Non-executive Directors and the Chair of the Committee must be an
independent Non-executive Director. Currently, all members of the
Committee (including the Chair of the Committee) are independent
Non-executive Directors.
The Committee considers recommendations from the management
team in relation to all remuneration outcomes for employees,
including Executive KMP and senior executives, ahead of
recommending to the Board for approval. Feedback is regularly
sought from shareholders and independent remuneration
consultants are engaged as required to provide information
regarding market dynamics, trends and regulatory developments,
specifically those impacting financial services companies. In
FY24 benchmarking reports in relation to the remuneration of the
Executive Leadership Team (XLT) and Non-executive Director fees
were commissioned. The Board is satisfied that no remuneration
recommendations (as defined in the Corporations Act 2001) were
provided by external remuneration advisors during FY24.
FY23 Remuneration Report: First strike received at 2023 AGM
At the 2023 Annual General Meeting, Tyro received a first strike
against its Remuneration Report. Although more than 50% of
the votes were in favour of the resolution to approve the 2023
Remuneration Report, 44.16% of the votes were against resulting in
a ‘first strike’.
Following this strike, the Chair of the Board and Chair of the
People Committee have actively engaged with shareholders, their
representatives and proxy advisors to listen to their feedback
and better understand their concerns. As outlined in the People
Committee Chair’s letter we understand the key issues contributing
to the strike as being the award of retention rights to the CFO in
September 2022; use of an EBITDA metric for both our STI and
LTI plans; the exclusion of share-based payments expense in
the EBITDA metrics; and a desire for greater disclosure on award
triggers and thresholds. We have listened and believe these
concerns have been addressed through the changes we have made
from FY24.
Remuneration principles
Align reward with delivery
against strategic objectives
Performance-based remuneration with variable pay outcomes linked to the delivery of strategic goals,
demonstration of company values and appropriate management of risk.
Attract, motivate and retain
a highly skilled team
Remuneration positioned at levels that ensure we can access the right talent pool to drive our business forward.
Align with
shareholder outcomes
The structure of our short-term incentive and long-term incentive plans incentivise and reward high performance
that delivers sustainable long-term value creation and reflects the interests of our shareholders.
Comply with regulatory
requirements
Meet both the spirit and intent of all regulatory requirements.
Be transparent and
easy to understand
Simple and effective remuneration structures that are clearly communicated to, and understood by, team
members and external stakeholders.
Promote gender
pay equity
We are committed to gender pay equity and have initiatives in place to reduce our gender pay gap.
Year ended 30 June 2024 | 85
86 | Annual Report 2024
REMUNERATION REPORT
Key Management Personnel (KMP)
The Group’s KMP covered in this report are Tyro’s Non-executive Directors, CEO, CFO and CRO. The CEO, CFO and CRO are collectively
referred to as Executive KMP throughout. The only change made to KMPs in FY24 was the appointment of CEO Jon Davey to Managing
Director on 1 September 2023.
Short-Term Incentive
Evolution of Tyro’s STI
Tyro’s STI is designed to incentivise and reward high performance against KPIs set in line with Tyro’s strategy, and reflect key growth drivers
to deliver returns for shareholders. The STI is open to all employees who meet or exceed their set KPIs and demonstrate behaviours in line
with our values and risk culture.
The structure of our STI has developed since it was introduced in FY19 evolving to meet the changing strategic and financial objectives
of the Group, particularly as we’ve transitioned to profitability in recent years. While consistently maintaining a significant weighting on
financial performance, increased weighting has been placed on the individual component to both incentivise performance against KPIs the
individual can influence, and to ensure we adhere to APRA’s Financial Accountability Regime (and its predecessor, the Banking Executive
Accountability Regime) requirements. Assessment of the STI also includes a customer component which has been included since the
introduction of the STI in FY19. Over this period, we have settled on an appropriate equity component for the XLT, including Executive KMP,
and have simplified the structure to be a more easily understood and compelling employee proposition for the broader business.
STI Awards for Executive KMPs
In terms of the Executive KMP and XLT, the CEO has a target STI potential of 75% of their FAR and a maximum opportunity of 100% of FAR.
Excluding the CEO, a target STI potential of 50% of Executive KMP FAR is available as an STI (between 50% to 75% at maximum). All other
XLT are allocated a potential target incentive amount of 50% of FAR. The STI award for Executive KMP and the XLT is delivered 50% in cash
and 50% in equity rights that are awarded in a single tranche 12 months after grant.
Component
Alignment to performance
and delivery of strategy
Fixed Annual Remuneration (FAR)
Consisting of base salary and superannuation.
Set at a market competitive level in relation to the scope, complexity, capabilities
and individual performance of the role.
All roles are benchmarked annually against relevant comparator groups, and an
annual salary review occurs in December with any remuneration changes effective
from 1 January.
Short-Term Incentive Plan (STI)
At risk component set as a percentage of FAR
granted in a mix of cash and, for senior employees,
equity rights.
Performance assessed against financial, customer and individual KPI metrics.
For senior employees, fifty percent of this award is granted via equity (with the
other fifty percent in cash) which supports alignment with shareholder interest.
Long-Term Incentive Plan (LTI)
At risk component set as a percentage of FAR and
granted in the form of performance rights annually
to participating senior leaders and the XLT.
Performance assessed against two financial metrics; Statutory EBITDA (after share-
based payments expense) (50%) and Tyro’s rTSR to the S&P ASX All Technology
Index (XTX) (50%).
These metrics incentivise profitability and shareholder wealth creation and the
three-year vesting period encourages long-term decision making and value creation
and serves as a retention tool.
Non-executive Directors
Term as KMP
Fiona Pak-Poy
Chair, Non-executive Director
Full year
David Fite
Non-executive Director
Full year
Claire Hatton
Non-executive Director
Full year
Aliza Knox
Non-executive Director
Full year
Paul Rickard
Non-executive Director
Full year
Shefali Roy
Non-executive Director
Full year
Executive KMP
Term as KMP
Jon Davey
CEO & Managing Director
Full year
Prav Pala
Chief Financial Officer
Full year
Steve Chapman
Chief Risk Officer
Full year
Managing Director
Term as KMP
Jon Davey
CEO & Managing Director
Full year1
1 As noted above, Jon Davey was appointed as Managing Director on 1 September 2023.
Remuneration framework (continued)
Board discretion and malus provisions
Grant of an STI is at the discretion of the Board and is assessed following the conclusion of the relevant financial year. Whether an STI is
granted will depend on satisfaction of various criteria, including individual performance against key performance indicators, customer
performance outcomes and financial performance outcomes, as determined by the Board.
The Board retains the full discretion in relation to revising STI targets where material changes have occurred during the year. Furthermore,
all equity granted to the Executive KMP and XLT in relation to STI awards are subject to malus provisions and the Board has the discretion to
adjust, lapse or forfeit an award prior to vesting under the terms of the equity grant.
Changes made to FY24 STI design
As noted, the STI design has continued to evolve to ensure it is fit-for-purpose in creating closer alignment between the business and
our shareholders. Significant changes were made to the FY24 STI to further incentivise and reward high performance against set KPIs
and behaviours, and aid in the retention and attraction of talent. These changes were introduced alongside an enhanced performance
management framework under which the qualification threshold for an STI award has increased.
Key changes include:
• Weightings allocated to the individual and customer components of the STI were amended, with the individual component increasing to
40% (from 20% in FY23) and the customer component reducing to 20% (from 40% in FY23). The financial component stayed at 40%.
The change in weighting of the customer component reflects the reduction in the number of customer-related metrics to one sole
measure of customer advocacy, our Net Promoter Score (NPS). Previously included customer metrics such as merchant applications,
customer and transaction churn, and product adoption have been removed as results from these customer metrics are captured in
financial metrics and the individual KPIs of relevant executives and employees. It followed that the weighting allocated to the customer
component was reduced.
Ahead of FY24 an enhanced performance framework, incorporating clear KPIs, was introduced, and a decision was made to increase the
individual component to incentivise delivery against KPIs. From a business perspective, this increase has also put more of the STI at
risk for those who have not delivered.
• The split between cash and equity for the Executive KMP and XLT moved to 50% cash and 50% equity. The split has changed over the
previous three years, from 75% cash and 25% equity in FY21 and FY22 to 33% cash and 67% equity in FY23. The 50:50 split is designed
to attract and retain talent with the allocation of cash and equity awarded to other senior leaders at Tyro in line with market practice.
• The vesting requirements of the equity component has been amended and simplified with the rights vesting in one tranche 12-months
from the offer date (and still subject to Tyro’s malus provisions). This replaces the previous terms for Executive KMP and XLT where half
of the equity vested in equal tranches over a 12-month period and the other half was deferred for four years. This change has been made
to simplify the plan to make it more attractive to recipients and in line with market practice, recognising that it is designed to drive the
achievement of annual results and is distinct from Tyro’s Long-Term Incentive plan.
Key terms of the FY24 STI equity rights under the Plan Rules
Terms
Description
Administration
The plan is administered by the Board (or the Board’s delegate).
Eligibility
Full-time and part-time employees of the Group are eligible to receive awards under the STI Plan. The Board will
select eligible employees to whom awards are to be granted from time to time.
Grant date
The date specified as the grant date in each participant’s offer document.
Expiry
Rights issued under the plan will lapse 10 years after the date on which the relevant right vests.
Vesting dates
For Executive KMP and XLT vesting takes place in one tranche 12 months after the grant date with no performance
hurdle and no holding lock post vesting. Rights will vest regardless of whether the recipient is still employed at the
vesting date.
Exercise
Following satisfaction of the vesting condition on the vesting date, the relevant number of rights may be exercised at
nil consideration.
Rights
Each right granted entitles the holder to one share on exercise. Shares resulting from an exercise of service rights
rank equally with other shares, and shareholders are entitled to the same dividend and voting rights specified in our
constitution.
Holding lock period
None.
Malus provisions
Rights may be clawed back prior to vesting in certain circumstances, including where there has been a material
misrepresentation of the financial outcomes on which the payment had been assessed and/or the participant’s
actions have been found to be fraudulent, dishonest or in breach of their duties or obligations to the Group (e.g.
misconduct).
Amendments
The Board may amend the terms of the plan without consent of the participants if the amendment does not reduce
the rights of the participants.
Other terms
The rules of the plan include other terms relating to the administration, transfer, termination and variation of
the plan.
Year ended 30 June 2024 | 87
88 | Annual Report 2024
REMUNERATION REPORT
Tyro’s FY24 performance and link to FY24 STI award
In FY24, Tyro generated a normalised EBITDA of $55.7 million, an increase of 31.6% compared with FY23. The increase in EBITDA reflects
an increase in gross profit, and an improvement in our overall operating efficiency. Gross profit increased by 9.1%, driven by an improved
payments margin, higher transaction volumes and a greater contribution from banking and our corporate investments. Our operating
efficiency, measured as operating expenses as a percentage of gross profit, improved as a result of the leaner and more focused
operating model.
FY24 Financial performance
Customer advocacy
The final NPS score for FY24 was +10 which has resulted in no award for the customer metric. This lower score can be attributed to higher
wait times in our contact centre. Over the past 6 months we have seen a 30% increase in calls. These have predominantly been driven as a
result of payroll tax changes that have impacted our health merchants, and by merchants calling as a result of the impending shutdown of
the 3G network.
Individual component
Executive KMP and the XLT are required to individually achieve against a balanced scorecard comprised of a mixture of financial and
non-financial KPIs. These KPIs represent 40% of the total STI.
Financial measure
FY24
FY23
FY22
FY21
FY20
Transaction value
$42.9 billion
$42.6 billion
$34.2 billion
$25.5 billion
$20.1 billion
Gross profit
(normalised)
$210.8 million
$193.2 million
$148.5 million
$119.7 million
$93.5 million
EBITDA (normalised)1
$55.7 million
$42.3 million
$10.7 million
$14.2 million
($4.4 million)
EBITDA (statutory)1
$89.8 million
$53.8 million
$14.4 million
($3.1 million)
($4.4 million)
Free cash flow2
$30.4 million
$5.7 million
($34.1 million)
($44.1 million)
($36.2 million)
Share price
$1.00
$1.14
$0.60
$3.68
$3.50
FY24 Targets
Metric
Weighting
Performance measure
Target
Rationale
Financial
40%
Achievement of FY24
target normalised EBITDA
(before share-based payment
expenses).
Normalised EBITDA target of $60 million
(before share-based payments expense).
No incentive pool is formed for normalised
EBITDA below $52 million.
Pool caps out at a maximum for
normalised EBITDA (before share-based
payments expense) of $70 million at a
capped maximum award of 150% of target.
Key indicator of financial performance
and profitability.
Ensures continued focus on growth and
operational efficiency.
Customer
20%
Customer satisfaction
with a target NPS of 40.
NPS of 40.
No incentive pool is formed for NPS of
30 or lower.
Pool caps out at NPS of 40 with no scope
for over-achievement.
Key indicator of customer satisfaction
and advocacy and is aligned with
customer-centric strategy and values.
Individual
40%
Delivery against set KPIs
which all roll up those
set for the CEO.
Performance against KPIs is monitored
throughout the year and assessed
annually against a scale that informs the
individual’s performance.
Where all KPIs are delivered, 75% of the
individual component will be delivered.
Overachievement of KPIs can lead to a
higher achievement of the individual STI
component (ranging between 100% and
125% of the individual component).
There has been a renewed focus on
driving a high-performance culture and
establishing clear accountabilities and
robust KPIs.
Employees are held to a high
standard and this design
incentivises performance.
1 Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of losses from associates, and other
significant one-off costs. Refer to FY24 Investor Presentation for a reconciliation of normalised results to statutory results.
2 Free cash flow is calculated before changes in banking funds and timing differences relating to net scheme receivables. It is calculated as EBITDA before share-based payments adjusted
for non-cash items in Tyro’s working capital movements, statutory adjustments (including rent payments) and capital expenditure including internally generated intangibles. Terminal
capital expenditure includes both new and replacement terminals.
Short-Term Incentive (continued)
CEO Key Performance Indicators and Performance
Assessment of Jon Davey’s individual KPIs for FY24 were determined by the People Committee according to the following KPIs. It is worth
highlighting that 35% of the CEO’s individual KPIs are financial.
Long-Term Incentive
Evolution of Tyro’s LTI
Tyro’s LTI is designed to reward participants
for their contributions toward achieving
Tyro’s strategic priorities and delivering
long-term sustainable shareholder value
creation. It also serves as a retention
tool and ensures that Tyro is meeting
its regulatory requirements in terms of
deferred and ‘at-risk’ remuneration.
The structure of the LTI has developed
significantly over the past four years,
evolving to reflect Tyro’s increasing focus
on delivering profitable growth, with
key changes being the introduction of
performance rights (instead of options) as
the equity instrument from FY21 onwards;
the introduction of rTSR measure as a
performance hurdle in addition to EBITDA in
FY23; and a steady reduction in recipients
from FY22.
Like all remuneration practices, the Board
and management team regularly review and
amend this structure in line with business
priorities, market practice and stakeholder
feedback, to ensure it is appropriate. As
detailed below, some changes were made in
FY24, and further changes have been made
to the FY25 LTI which recognise where our
business is today and addresses concerns
raised by shareholders.
FY24 LTI Plan
The LTI plan was refined in FY23 to include
rTSR as an equally weighted performance
hurdle alongside statutory EBITDA after
share-based payments to better align the
incentives of management with outcomes
for our shareholders. This design was
carried forward in FY24 however the EBITDA
target was amended to include share-based
payments.
The FY24 LTI was awarded to Executive
KMP, the XLT and other nominated
employees of Tyro and has been fulfilled
via an issuance of performance rights. For
FY24, there were 34 participants (compared
with 66 in FY23).
Determination of the number of rights
awarded under the FY24 LTI:
The number of performance rights issued
to each participant was determined by
reference to:
• the volume weighted average price
(VWAP) of Tyro shares traded in the 10
trading days commencing on the day
following the announcement of Tyro’s
FY23 full year result;
• each participant’s prescribed LTI
entitlement that falls within the
participant’s Total Remuneration
Opportunity (TRO) as approved under the
remuneration framework; and
• for FY24, the target and maximum LTI
opportunity, based as a percentage of the
employee’s FAR is:
› 100% at target and 200% at maximum
for the CEO as outlined in the key
remuneration components for
Executive KMP on page 89 to 91;
› 50% at target and at maximum for the
XLT including Executive KMP; and
› between 7.5% to 35% at target and
at maximum for any other nominated
employees.
The number of performance rights
that qualify for exercise will depend
on satisfaction of the following
performance hurdles:
FY24 STI outcomes for Financial and Customer outcomes – Tyro wide
Performance measure
FY24 Target
FY24 Result
FY24 STI Outcome
Financial (40%) - EBITDA normalised
before share-based payments expense
$60 million
$55.7 million
79.6%
Customer (20%) - NPS
40
10
0%
CEO Individual KPIs (weighted at 40% of the overall potential FY24 STI award)
Financial performance (35%)
Achievement against financial metrics including EBITDA margin, gross profit and total transaction value.
Delivery (35%)
Delivery of refreshed strategy and key initiatives focused on growth, customer lifetime value, operational efficiency and innovation.
Customer (15%)
Achievement against new growth, churn and satisfaction metrics.
Organisational (15%)
Achievement against engagement and leadership metrics and delivery of team development and succession plans.
Overall when considering the four KPI metrics Jon achieved a weighted score of 75% of his individual KPI component for FY24 with the
Board recognising the strong financial outcomes delivered, operating model and organisational changes implemented and the delivery
and execution against a new strategy. Driving sustainable growth and uplifting customer metrics have been identified as areas requiring
additional focus in FY25.
Changes to the FY25 STI
The Board and management continually review the STI structure to ensure it drives the right business outcomes for shareholders and
employees. Following the substantive changes made for FY24, the FY25 STI will adopt the same cash and equity splits and vesting
conditions for XLT and Executive KMP which are effective in simplifying the offer. However, the weightings allocated to the Group financial
component of the STI for XLT and Executive KMP will be increased to 50% (from 40% in FY24) with the individual KPI component decreasing
to 30% (from 40% in FY24).
This will mean weightings for XLT and Executive KMP in FY25 will be 50% financial, 30% individual and 20% customer. Furthermore, at least
30% of the individual KPIs for the CEO and CFO will continue to be financial targets which ensures the financial component is c.60% of the
total STI opportunity.
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REMUNERATION REPORT
EBITDA hurdle (50% of the Award)
50% of a Participant’s total LTI entitlement will be subject to the satisfaction of an EBITDA hurdle with the vesting percentage determined by
reference to Tyro’s statutory EBITDA (after share-based payments) compound annual growth rate (CAGR) for the period 1 July 2023 to 30 June
2026 as specified below:
i. Applicable to the CEO
ii. Applicable to the XLT and other nominated employees
ii. Applicable to the XLT and other nominated employees
Relative Total Shareholder Return (rTSR) (50% of the Award)
The remaining 50% of each Participant’s total LTI entitlement will be subject to satisfaction of a rTSR hurdle with the vesting percentage
determined by reference to Tyro’s TSR ranking relative to the TSR for the S&P ASX All Technology Index (XTX Index) as at 30 June 2026 as
specified below:
i. Applicable to the CEO
In addition to the performance hurdles, employees who participate in the FY24 LTI must remain employed by Tyro at the vesting date for the
performance rights to vest.
Statutory EBITDA (after share-based payments) 3-year
CAGR to FY26
Percentage of FY24 Performance Rights to vest
Below 15%
0%
At 15%
25%
Above 15% and below 40%
Pro-rata (25% to 49.5%)
At 40% (at target)
50%
Above 40% and below 60%
Pro-rata (50% to 99.5%)
At or above 60% (at maximum)
100%
Statutory EBITDA (after share-based payments) 3-year
CAGR to FY26
Percentage of FY24 Performance Rights to vest
Below 15%
0%
At 15%
50%
Above 15% and below 40%
Pro-rata (50% to 99%)
At or above 40% (at target and maximum)
100%
rTSR XTX Index Percentile Ranking
Percentage of FY24 Performance Rights to vest
Below 50th Percentile
0%
At 50th Percentile
50%
Above 50th and below 75th Percentile
Pro-rata (50% to 99%)
At or above 75th Percentile (at target and maximum)
100%
rTSR XTX Index Percentile Ranking
Percentage of FY24 Performance Rights to vest
Below 50th Percentile
0%
At 50th Percentile
25%
Above 50th and below 75th Percentile
Pro-rata (25% to 49.5%)
Above 75th and below 85th Percentile (at target)
50%
At or above 85th Percentile (at maximum)
100%
Long-Term Incentive (continued)
FY24 LTI Plan (continued)
Design of FY25 LTI Plan
With the business now profitable and the focus being on sustainable long-term profitability, the performance hurdles used for our LTI will
change to include an Earnings Per Share (EPS) target instead of statutory EBITDA, which was used between FY21 and FY24. This EPS metric will
be weighted at 50% alongside a 50% rTSR hurdle as introduced in FY23.
Furthermore, the number of participants will reduce to only include XLT members and other senior executives where it has been included in
their contracts. This will reduce the number of recipients further to less than 15 (compared with 34 in FY24 and 66 in FY23).
Executive KMP Remuneration
Changes to Executive KMP remuneration for FY24
Jon Davey was appointed as CEO on 3 October 2022 with a FAR of $750,000 being $240,000 lower than the previous CEO. When considering the
CEO remuneration, the Board elected to reduce the FAR and increase the variable and at-risk remuneration (both STI and LTI) to put more at
risk to incentivise performance and in the case of the LTI to focus on long-term sustainable profitability and shareholder wealth creation.
Jon Davey was awarded a 2.5% salary increase in FY24 increasing his FAR to $770,972 and no changes were made to his STI and LTI allocations.
Prav Pala (CFO) did not receive an increase to his base salary in FY23 or FY24 and his STI and LTI allocations as a proportion of FAR did not
change. The small increase in his FAR reflects the increase in compulsory superannuation. The decision to keep the CFO’s remuneration flat
is based on benchmarking data across comparator industries which shows this is a competitive salary. As outlined in the FY23 Remuneration
Report, Prav Pala was granted a one-off retention incentive of 750,000 service rights in FY23, vesting in three equal tranches over a 30-month
period. Two tranches have vested with the final tranche to be forfeited due to the CFO’s exit following the end of the reporting period. The
share-based payment expenses recognised in FY24 in relation to these one-off right is included in the statutory remuneration for Prav Pala
in FY24.
Steve Chapman (CRO) was granted a 3.8% increase to his FAR for from 1 January 2024 to $405,000 and his target STI allocation as a
percentage of FAR increased from 35% to 50% and LTI allocation as a percentage of FAR from 40% to 50%. The increase in remuneration
reflects an increase in scope of role and strong delivery against KPIs.
The table below shows the remuneration mix and TRO for Executive KMP at target opportunity and at maximum opportunity for FY24,
comprising FAR, STI and LTI. Variable remuneration (comprising STI and LTI at target and maximum amounts) accounts for the majority of the
total remuneration mix for the CEO and CFO, linking overall pay outcomes with performance. The actual remuneration mix will vary based on
Tyro’s performance and individual performance each year. It is important to highlight that the performance rights awarded as part of the FY24
LTI offer are subject to ambitious stretch targets that will be tested on 30 June 2026 and will only be awarded if the financial metrics are met,
and the recipient is still employed at Tyro.
The key terms of the performance rights relating to the FY24 LTI plan are set out below.
Terms
Description
Administration
The plan is administered by the Board (or the Board’s delegate).
Eligibility
Eligible participants are Directors, Executive KMP, XLT as well as other nominated employees of the Group.
Grant date
The date specified as the grant date in each participant’s offer document.
Exercise price
Nil.
Vesting dates
Subject to satisfying the Performance Hurdles, the Performance Rights vest in one tranche 3 years following the grant
date (December 2026).
Vesting condition
The holder of the rights must be employed by Tyro on the date of vesting and the number of Performance Rights that
qualify for exercise will depend on satisfaction of the performance hurdles set out above.
Exercise
Once a FY24 LTI Performance Right has vested and subject to the Plan Rules, participants will be allocated with that
number of fully paid Tyro Shares that corresponds to the relevant ‘Vesting Percentage’ multiplied by the number of
FY24 LTI Performance Rights granted to participants (Vested Shares).
Rights
Each Performance Right granted entitles the holder to one share on exercise. Shares resulting from an exercise of
Performance Rights rank equally with other shares, and shareholders are entitled to the same dividend and voting
rights specified in our constitution.
Holding lock period
Any Vested Shares issued to participants following the vesting of the FY24 Performance Rights, will remain subject to a
12-month holding lock, commencing on the date that the Vested Shares are issued.
During the Holding Lock Period, the Vested Shares cannot be transferred, sold, encumbered or otherwise dealt with.
Malus and clawback provisions
The Performance Rights to be subject to forfeiture prior to vesting and thereafter any shares issued will be subject to
claw back for up to a further 2-year period following the expiry of the ‘holding lock (i.e. awards can be forfeited up to 6
years from the Grant Date).
Amendments
The Board may amend the terms of the plan without consent of the participants if the amendment does not reduce the
rights of the participants.
Other terms
The rules of the plan include other terms relating to the administration, transfer, termination and variation of the plan.
Year ended 30 June 2024 | 91
92 | Annual Report 2024
REMUNERATION REPORT
Executive
KMP
FAR
STI
at Target
LTI at
Target
TRO at
Target
FAR
STI at
Maximum
LTI at
Maximum
Total at
Maximum
Jon Davey
$770,972
$578,229
$770,972
$2,120,173
$770,972
$770,972
$1,541,944
$3,083,888
Prav Pala
$613,831
$306,912
$306,912
$1,227,655
$613,831
$460,373
$306,912
$1,381,116
Steve Chapman
$405,000
$202,500
$202,500
$810,000
$405,000
$202,500
$202,500
$810,000
Executive
KMP
Actual STI
awarded
Cash
Deferred – to be
issued as Equity Rights
STI at
Target
STI achieved as
a % of Target
STI achieved as a
% of Maximum
$
$
$
$
%
%
Jon Davey
$357,578
$178,789
$178,789
$578,229
61.8%
46.4%
Prav Pala
$189,796
$94,898
$94,898
$306,912
61.8%
41.2%
Steve Chapman
$145,476
$72,738
$72,738
$202,500
71.8%
71.8%
Executive
KMP
Number of Performance
Rights granted
Value of Performance
Rights granted
Value at
grant date
Grant
date
As a % of total
remuneration1
Jon Davey
1,086,956
$1,500,000
$1.38
20 Dec 2023
69.3%
Prav Pala
222,402
$306,912
$1.38
20 Dec 2023
23.1%
Steve Chapman
113,654
$156,843
$1.38
20 Dec 2023
24.6%
Contracts of employment
The employment conditions of the Executive KMP are provided in the table below. All Executive KMP are employed under contracts of no
fixed duration.
FY24 LTI outcomes
The following table provides the FY24 LTI awarded to Executive KMP. Under the FY24 LTI plan, performance rights are granted in the year with
vesting to take place 3 years from grant subject to performance conditions being met.
In the event of serious misconduct, Tyro may terminate employment at any time without notice or a termination payment being made. Any
options or rights not vested before the date of termination will lapse.
Jon Davey is subject to a post-employment restraint period of 12 months, Prav Pala is subject to a post-employment restraint period of 9
months, and Steve Chapman is subject to a post-employment restraint period of 6 months subject to all the usual legal requirements.
FY24 Executive KMP remuneration outcomes
FY24 STI outcomes
The following table provides the FY24 STI outcomes awarded to Executive KMP. Under the FY24 STI plan 50% of the award is made in non-
restricted cash and 50% of the awarded STI is provided in equity in the form rights vesting 12 months post grant date. As outlined above, the
STI outcomes are determined by reference to financial, customer and individual performance metrics. The FY24 award recognises the strong
financial performance of the business and reflects opportunities to improve in relation to customer advocacy.
Legacy LTI Plan outcomes
Since Tyro’s adoption of performance based long-term incentives in 2019, there have been six awards made under the LTI Plan to Executive KMP
and other nominated employees, with four awards tested. The table below sets out the details of performance rights issued over the last five
financial years and the outcome of testing of those awards if testing dates have been reached.
Executive KMP
Contract term
Notice period
Termination payment
Jon Davey
No fixed duration
6 months
Combination of notice and payment in lieu,
totalling no less than 6 months.
Prav Pala
No fixed duration
9 months
Combination of notice and payment in lieu,
totalling no less than 9 months.
Steve Chapman
No fixed duration
6 months
Combination of notice and payment in lieu,
totalling no less than 6 months.
1 The value of the FY24 LTI performance rights granted as a percentage of total remuneration is based on total statutory remuneration reported on page 94.
Executive KMP Remuneration (continued)
Details
FY19 Award
FY20 Award
FY21 Award
FY22 Award
FY23 Award
LTI Award
Medipass Award
Instrument
Options
Options
Rights
Rights
Rights
Rights
Exercise price
$1.50
$1.79
Nil
Nil
Nil
Nil
Grant date
1 May 2019
1 Oct 2019
1 Feb 2021
1 Jul 2021
1 Mar 2022
23 Nov 2022
Test date
1 May 2023
1 Oct 2024
1 Sep 2023
30 Jun 2026
1 Sep 2024
23 Nov 2025
Vesting date
1
3
1 Sep 2023
30 Jun 2026
1 Sep 2024
23 Nov 2025
Vesting hurdle(s)
2
4
5
6
7
8
Test result
Performance
hurdles not met
Performance
hurdles met
Performance
hurdles met
Not due
for testing
Performance
hurdle met
Not due
for testing
Testing of FY20 performance options
The FY20 performance options will be tested on 1 October 2024, relating to the fourth and final tranche of vesting for the option grant (100% of
vesting opportunity). Although testing will only take place on 1 October 2024, the results of the testing are known, and the results provided in
the table below.
The following table provides a summary of the legacy LTI Plans' key terms:
As both the net profit before tax and share-based payments hurdle and the compound gross revenue hurdles have been met as at 30 June
2024, the last tranche of the grant will vest on 1 October 2024. The first three tranches vested on 1 October 2023 on account of the “catch-up”
right and the compound annual growth rate for the gross revenue hurdle.
Vesting of FY21 performance rights
As outlined in the FY23 Remuneration Report, as both the EBITDA gateway and the compound gross profit performance hurdles were met on 30
June 2023, the FY21 LTI performance rights vested at 149% of the rights granted. These rights vested in a single tranche on 1 September 2023.
1 FY19 LTI options vest in equal tranches of 25%, commencing on 1 May 2021 and ending on 1 May 2024.
2 Options granted in respect of FY19 must satisfy two performance hurdles to qualify for exercise:
• a positive net profit result (before tax and share-based payment expenses) for financial year of testing; and
• 25% compound gross revenue growth from 1 July 2018 to end of financial year of testing.
3 FY20 LTI options vest in equal tranches of 25%, commencing on 1 October 2021 and ending on 1 October 2024.
4 Options granted in respect of FY20 must satisfy two performance hurdles to qualify for exercise:
• a positive net profit result (before tax and share-based payment expenses) for financial year of testing; and
• 20% compound gross revenue growth from 1 July 2019 to end of financial year of testing.
5 FY21 LTI performance rights vested based on satisfaction of the following performance conditions:
• Tyro reporting a positive EBITDA (before share-based payment expenses) result for the financial year ending 30 June 2023; and
• Tyro’s compound gross profit growth rate during the vesting period (1 July 2019 – 30 June 2023) meeting pre-determined targets.
6 The number of Medipass Performance Rights that will vest will be determined by reference to the EBITDA (as set out in Tyro’s audited financial statements) for the combined
Medipass and Tyro Health businesses in respect of the financial year ended 30 June 2026.
7 FY22 LTI performance rights that will qualify for exercise will depend on the vesting percentage determined by reference to Tyro’s FY24 statutory EBITDA (before share-based
payment expenses).
8 FY23 LTI rights granted must satisfy two performance hurdles:
• 50% will vest subject to the 3-year compound annual growth rate to FY25 of Tyro’s statutory EBITDA (before share-based payment expenses);
• 50% will vest subject to Tyro's rTSR to the XTX index.
FY21
$000
FY22
$000
FY23
$000
FY24
$000
Test 1:
Achieve net profit before tax and
share-based payment expenses
(20,433)
(24,418)
13,626
26,220
Hurdle achieved
FY21
$000
FY22
$000
FY23
$000
FY24
$000
Test 2:
20% compound gross revenue growth for each year of testing
238,522
326,143
439,776
497,715
Compound gross revenue growth (%) since FY20
12.1%
19.8%
23.4%
21.3%
Hurdle achieved
Year ended 30 June 2024 | 93
94 | Annual Report 2024
REMUNERATION REPORT
Testing of FY22 performance rights
The FY22 performance rights vest on 1 September 2024 relating to the single vesting tranche for the rights. Although testing will only take
place on 1 September 2024, the results of the testing are known, and the results are provided in the table below. Testing is against stretch
targets that were set by the Board in FY22. While the FY22 LTI offer was made to 77 team members, it will only vest for 39 or less who are still
employed with Tyro due to continued employment being a vesting condition.
As the statutory EBITDA before share-based payment expense performance hurdle have been met as at 30 June 2024, the FY22 LTI
performance right grant will vest at 100% of the rights granted. These rights will vest on 1 September 2024 with shares assigned
immediately thereafter.
FY24
$000
FY24 Statutory EBITDA before share-based payment expenses performance hurdle
89,755
Reference to Tyro’s statutory EBIDTA before SBP expenses during the vesting period:
• Less than $49.0 million – Nil vesting
• Greater than or equal to $49 million – 70% vesting
• Greater than or equal to $54.5 million – 80% vesting
• Greater than or equal to $59.9 million – 90% vesting
• Greater than or equal to $65.4 million – 100% vesting
Hurdle achieved
Vesting percentage achieved (%)
100%
The following table provides the statutory remuneration outcomes for Executive KMP for FY24 and FY23 and is prepared in accordance
with Australian Accounting Standards Board (AASB). The statutory remuneration outcomes disclosed in this table differs from the
Executive KMPs’ FY24 TRO and the elements of the remuneration framework outlined in earlier in this Report. Differences arise mainly
due to the accounting treatment of long-term benefits (which include annual leave and long service leave) and share-based payments
(performance rights, LEPRs, remuneration sacrifice rights and option plans).
AASB require remuneration in the form of equity awards to be expensed (and therefore included as remuneration) over the vesting period
of the option and rights plan even though an Executive KMP may not realise any benefit from that award.
Executive
KMP
Cash
Salary
Superannuation
Other1
Cash STI
Award
Long
Service
Leave
Options2
Rights3
Total
Performance
based equity
component
$
$
$
$
$
$
$
$
%
Jon Davey4
FY24
743,573
27,399
71,527
178,789
-
-
1,142,509
2,163,797
42.3%
FY23
543,531
18,969
61,082
220,215
-
-
1,332,611
2,176,408
50.8%
Prav Pala
FY24
586,432
27,399
-
94,898
18,301
19,028
582,449
1,328,507
22.9%
FY23
586,432
25,292
-
119,406
15,552
(50,341)5
1,053,205
1,749,546
27.6%
Steve Chapman
FY24
371,154
27,399
-
72,738
17,840
5,352
143,218
637,701
23.3%
FY23
362,354
25,292
-
51,619
-
(15,436)5
161,472
585,301
25.0%
Total
FY24
1,701,159
82,197
71,527
346,425
36,141
24,380
1,868,176
4,130,005
FY23
1,492,317
69,353
61,082
391,240
15,552
(65,777)
2,547,288
4,511,255
1 Other payments include travel allowances for Jon Davey. Under the terms and conditions of Jon Davey’s employment agreements, Tyro will pay for travel between their principal place of
residency (Melbourne) and Tyro’s head office (Sydney) up to an amount of $75,000.
2 Options relate to the accounting expense for awards granted prior to Tyro's IPO. Refer to 'Options held by Executive KMP' below for the movement during the year.
3 Rights relate to the accounting expense of awards not yet vested during the year and an estimate of the current year STI yet to be granted. Differences between the current year estimate
and the fair value are recognised in the year the awards are granted.
4 Jon Davey commenced as KMP effective 3 October 2022. Pro rata Fixed Remuneration figures provided from 3 October 2022 to 30 June 2023. The STI and Rights figures represent the full
FY23 charges.
5 The negative accounting value of options for FY23 relates to the reversal of FY19 LTI Option Plan as vesting conditions were not met.
Executive KMP Remuneration (continued)
Legacy LTI Plan outcomes (continued)
Non-executive Director Remuneration
Non-executive Directors receive a base fee, and where applicable, an additional fee in recognition of the higher workload and extra
responsibilities resulting from Board Committee participation. Fees are based on peer market benchmarks and reviewed annually.
Non-executive Directors do not receive incentive payments, and following Tyro’s listing on the ASX on 6 December 2019, they are not
entitled to participate in any Tyro employee or executive equity plans other than the remuneration sacrifice rights plan. They receive no
non-monetary benefits and do not participate in any retirement benefit scheme, other than statutory superannuation contributions.
Under the ASX Listing Rules, the total amount or value of remuneration paid to Non-executive Directors in any year may not exceed the
amount approved by shareholders at the Company’s general meeting. This amount has been fixed at $1,400,000 per annum, as approved
by shareholders at Tyro’s 2019 annual general meeting.
Non-executive Director fees were reviewed at the end of 2023 calendar year following a benchmarking exercise undertaken by KPMG.
This benchmarking highlighted that the Chair fee was low in comparison with the Non-executive Director base member fee with the
Chair to Member ratio at 1.51 which is significantly lower than the average of 1.90–2.09. It has now been adjusted to 1.75, with the total
Chair fee increased from $233,100 (including superannuation) to $270,000 (including superannuation). This increase was effective from 1
January 2024.
Non-executive Director base fees stayed flat between FY22 and FY24 at $140,000 per annum before superannuation contributions.
These fees will decrease in FY25 to $139,372 per annum before superannuation with the fee not being adjusted in line with the increased
compulsory superannuation amount effective from 1 July 2024.
Non-executive Directors are also paid an additional fee of $20,000 (inclusive of superannuation) to chair a Board Committee. Non-
executive Directors are not paid an additional fee for being a member of a Board Committee.
The table below outlines the statutory remuneration paid to Non-executive Directors in FY24 in accordance with Australian
Accounting Standards.
Non-executive
Director
Cash
Salary
Superannuation
Options1
Rights2
Total
Performance
based equity
component5
$
$
$
$
$
%
Fiona Pak-Poy
FY24
226,622
24,928
2,760
26,279
280,589
1.0%
FY233
88,333
9,275
5,428
97,608
200,644
2.7%
David Fite
FY24
140,000
15,400
94
-
155,494
0.1%
FY23
140,000
14,700
(8,857)4
-
145,843
-
Claire Hatton
FY24
160,000
17,600
-
-
177,600
-
FY23
146,667
15,400
-
-
162,067
-
Aliza Knox
FY24
112,000
12,320
-
23,085
147,405
-
FY23
140,000
14,700
-
-
154,700
-
Paul Rickard
FY24
-
-
94
201,953
202,047
<0.1%
FY23
-
-
(13,244)4
198,900
185,656
-
Shefali Roy
FY24
112,000
12,320
-
31,414
155,734
-
FY23
112,000
11,760
-
30,940
154,700
-
Total
FY24
750,622
82,568
2,948
282,731
1,118,869
-
FY23
627,000
65,835
(16,673)
327,448
1,003,610
-
1 Options relate to the accounting expense for awards granted prior to Tyro's IPO. Refer to 'Options held by Non-executive Directors' below for the movement during the year.
2 Rights relate to the accounting expense for the Non-executive Director fees that they have elected to salary sacrifice as service rights during the year.
3 Fiona Pak-Poy was appointed as Chair from 1 March 2023. Fees related to Chair of the Board were payable from 1 March 2023 to 30 June 2023.
4 The negative accounting value of options for FY23 relates to the reversal of FY19 LTI Option Plan as vesting conditions were not met.
5 Relates to options issued to Non-executive Directors prior to Tyro's IPO.
Year ended 30 June 2024 | 95
96 | Annual Report 2024
REMUNERATION REPORT
Summary of Options and Rights under issue
Rights held by Non-executive Directors at 30 June 2024
All rights held by Non-executive Directors in the table below relate to restricted rights issued under the Director Salary Sacrifice
Rights Plan.
Rights held by Executive KMP at 30 June 2024
1 Rights granted as compensation in FY24 relate to director fees sacrificed in FY23 and FY24.
Non-executive
Director
Balance at
start of year
Granted as
compensation1
Exercised
Forfeited
Balance at
end of year
Vested and
exercisable
Unvested
Fiona Pak-Poy
FY24
-
83,426
(83,426)
-
-
-
-
FY23
76,858
-
(76,858)
-
-
-
-
David Fite
FY24
-
-
-
-
-
-
-
FY23
35,620
-
(35,620)
-
-
-
-
Claire Hatton
FY24
-
-
-
-
-
-
-
FY23
-
-
-
-
-
-
-
Aliza Knox
FY24
-
22,522
-
-
22,522
-
22,522
FY23
-
-
-
-
-
-
-
Paul Rickard
FY24
-
314,783
(170,000)
-
144,783
-
144,783
FY23
46,723
-
(46,723)
-
-
-
-
Shefali Roy
FY24
-
48,966
(26,444)
-
22,522
-
22,522
FY23
-
-
-
-
-
-
-
Executive KMP
Balance at
start of year
Granted as
compensation
Exercised
Forfeited
Balance at
end of year
Vested and
exercisable
Unvested
Jon Davey
FY24
1,938,685
1,406,109
-
-
3,344,794
93,086
3,251,708
FY23
631,320
1,307,365
-
-
1,938,685
-
1,938,685
Prav Pala
FY24
1,191,111
420,873
(77,271)
-
1,534,713
552,634
982,079
FY23
144,478
1,046,633
-
-
1,191,111
252,159
938,952
Steve Chapman
FY24
162,047
195,789
(31,616)
-
326,220
12,468
313,752
FY23
48,485
114,164
(602)
-
162,047
-
162,047
Year ended 30 June 2024 | 97
Options held by Non-executive Directors at 30 June 2024¹
Options held by Executive KMP at 30 June 2024¹
Non-executive
Director
Balance at
start of year
Granted as
compensation
Exercised
Forfeited
Balance at
end of year
Vested and
exercisable
Unvested
Fiona Pak-Poy
FY24
83,000
-
-
-
83,000
62,250
20,750
FY23
83,000
-
-
-
83,000
-
83,000
David Fite
FY24
158,144
-
(14,286)
(143,858)
-
-
-
FY23
158,144
-
-
-
158,144
87,286
70,858
Claire Hatton
FY24
-
-
-
-
-
-
-
FY23
-
-
-
-
-
-
-
Aliza Knox
FY24
-
-
-
-
-
-
-
FY23
-
-
-
-
-
-
-
Paul Rickard
FY24
179,726
-
(14,286)
(165,440)
-
-
-
FY23
201,231
-
-
(21,505)
179,726
78,568
101,158
Shefali Roy
FY24
-
-
-
-
-
-
-
FY23
-
-
-
-
-
-
-
Executive KMP
Balance at
start of year
Granted as
compensation
Exercised
Forfeited
Balance at
end of year
Vested and
exercisable
Unvested
Jon Davey
FY24
-
-
-
-
-
-
-
FY23
-
-
-
-
-
-
-
Prav Pala
FY24
1,613,486
-
-
(1,026,084)
587,402
447,695
139,707
FY23
1,613,486
-
-
-
1,613,486
405,689
1,207,797
Steve Chapman
FY24
342,334
-
-
(181,337)
160,997
120,748
40,249
FY23
342,334
-
-
-
342,334
-
342,334
1 Relates to options issued prior to Tyro's IPO.
98 | Annual Report 2024
Equity grants to Executive KMP
This section sets out the required statutory disclosures of equity grants for Tyro’s Executive KMP.
Grant description
Grant date
Number of
Options/
Rights granted
Vesting
date
Exercise
price
Fair value of
Options/ Rights
at grant date
Vested
%
Vested
(Number)
Forfeited/
Lapsed
%
Fair value of Options/
Rights exercised during
the reporting period
Jon Davey
Loan Shares1
31 May 2021
471,148
1
$2.121
$1,101,700
100.0%
471,148
Nil
-
Loans Shares1
31 May 2021
22,332
1
$0.011
$52,220
100.0%
22,332
Nil
-
Medipass Service
1 Jul 2021
297,619
2
Nil
$1,119,047
0.0%
Nil
Nil
-
Medipass Performance
1 Jul 2021
297,619
3
Nil
$1,119,047
0.0%
Nil
Nil
-
FY22 LTI Rights
1 Mar 2022
36,082
4
Nil
$61,339
0.0%
Nil
Nil
-
FY22 STI Rights
24 Oct 2022
25,314
5
Nil
$38,098
0.0%
Nil
Nil
-
FY23 LTI Rights
24 Dec 2022
1,282,051
6
Nil
$1,903,846
0.0%
Nil
Nil
-
FY23 STI Rights (long-term)
10 Nov 2023
159,577
7
Nil
$193,886
0.0%
Nil
Nil
-
FY23 STI Rights (short-term)
10 Nov 2023
159,576
8
Nil
$198,885
58.3%
93,086
Nil
-
FY24 LTI Rights
20 Dec 2023
1,086,956
9
Nil
$1,239,130
0.0%
Nil
Nil
-
Steve Chapman
FY19 LTI Options
1 May 2019
181,337
12
$1.50
$197,647
0.0%
Nil
100.0%
-
FY20 LTI Options
1 Oct 2019
160,997
14
$1.79
$75,628
75.0%
120,748
Nil
-
FY19 STI Sacrifice
16 Oct 2019
7,951
15
Nil
$11,927
100.0%
7,951
Nil
-
FY20 STI Rights
2 Sep 2020
7,246
16
Nil
$26,231
100.0%
7,246
Nil
-
FY21 LTI Rights
1 Feb 2021
14,941
17
Nil
$47,064
100.0%
14,941
Nil
$47,064
FY21 STI Rights
2 Sep 2021
3,285
18
Nil
$12,483
0.0%
Nil
Nil
-
FY22 LTI Rights
1 Mar 2022
29,657
4
Nil
$50,417
0.0%
Nil
Nil
-
FY22 STI Rights
24 Oct 2022
15,019
5
Nil
$22,604
0.0%
Nil
Nil
-
FY23 LTI Rights
24 Dec 2022
99,145
6
Nil
$147,230
0.0%
Nil
Nil
-
FY21 LTI Rights
1 Sep 2023
7,321
20
Nil
$23,061
100.0%
7,321
Nil
$23,061
FY23 STI Rights (long-term)
10 Nov 2023
37,407
7
Nil
$45,449
0.0%
Nil
Nil
-
FY23 STI Rights (short-term)
10 Nov 2023
37,407
8
Nil
$45,449
58.3%
21,822
Nil
$11,365
FY24 LTI Rights
20 Dec 2023
113,654
9
Nil
$129,566
0.0%
Nil
Nil
-
Prav Pala
2014 Oct Linear Options
10 Oct 2014
211,268
10
$0.45
$31,211
100.0%
211,268
Nil
-
2015 Oct Linear Options
6 Oct 2015
166,129
10
$0.60
$26,479
100.0%
166,129
Nil
-
2016 Nov Linear Options
2 Nov 2016
141,403
10
$1.49
$39,580
100.0%
141,403
100.0%
-
2018 Feb Linear Options
1 Feb 2018
250,000
10
$1.76
$59,492
100.0%
250,000
100.0%
-
2018 Dec Annual Options
31 Dec 2018
71,428
11
Nil
$74,999
100.0%
71,428
Nil
-
FY19 LTI Options
1 May 2019
634,681
12
$1.50
$197,647
0.0%
Nil
100.0%
-
Liquidity Event Rights
9 May 2019
500,000
13
Nil
$550,000
100.0%
500,000
Nil
-
FY20 LTI Options
1 Oct 2019
558,830
14
$1.79
$262,510
75.0%
419,123
Nil
-
FY19 STI Sacrifice
16 Oct 2019
85,792
15
Nil
$128,688
100.0%
85,792
Nil
-
FY20 STI Rights
2 Sep 2020
25,930
16
Nil
$93,867
100.0%
25,930
Nil
-
FY21 LTI Rights
1 Feb 2021
51,860
17
Nil
$163,359
100%
51,860
Nil
$163,359
FY21 STI Rights
2 Sep 2021
15,072
18
Nil
$57,274
0.0%
Nil
Nil
-
FY22 LTI Rights
1 Mar 2022
75,387
4
Nil
$128,158
0.0%
Nil
Nil
-
Retention Rights
9 Sep 2022
750,000
19
Nil
$1,031,250
66.7%
500,000
Nil
-
FY22 STI Rights
24 Oct 2022
35,095
5
Nil
$52,818
0.0%
Nil
Nil
-
FY23 LTI Rights
24 Dec 2022
261,538
6
Nil
$388,384
0.0%
Nil
Nil
-
FY21 LTI Rights
1 Sep 2023
25,411
20
Nil
$80,045
100.0%
25,411
Nil
$80,045
FY23 STI Rights (long-term)
10 Nov 2023
86,530
7
Nil
$105,134
Nil
Nil
Nil
-
FY23 STI Rights (short-term) 10 Nov 2023
86,530
8
Nil
$105,134
58.3%
50,475
Nil
FY24 LTI Rights
20 Dec 2023
222,402
9
Nil
$253,538
0.0%
Nil
Nil
REMUNERATION REPORT
Year ended 30 June 2024 | 99
1 The Loan Shares refer to a historical arrangement put in place in May 2021 on Tyro’s acquisition of Medipass Solutions Pty Ltd (Medipass). Prior to Tyro’s acquisition, Medipass had issued
options to employees as part of its employee share option plan. Prior to Tyro acquiring Medipass, those historical Medipass options had their vesting accelerated and were exercised by the
holders, with the exercise price funded by a limited recourse loan extended by Medipass to the relevant option holder. Upon Tyro acquiring 100% of Medipass, the shares issued following the
exercise of the historical Medipass options were exchanged for shares in Tyro. The combination of the limited recourse loans and the associated Tyro shares accordingly operate in a manner
similar to an option: the loan is equivalent to the original option exercise price and if the loan is not repaid by the due date, the loan can be satisfied by the holder forfeiting the Tyro shares
(similar to allowing an ‘out of the money’ option to lapse). These were accounted for in accordance with AASB 2.
2 Vesting takes place in a single tranche on 31 May 2026 subject to continued employment.
3 Vesting takes place in a single tranche following the release of Tyro’s annual financial statements in respect of the year ended 30 June 2026 and is subject to the satisfaction of EBITDA
performance hurdles for Tyro Health for the year ended 30 June 2026.
4 Vesting takes place in a single tranche on 1 September 2024 and is subject to the satisfaction of an EBITDA outcome (before share-based payment expenses) performance hurdle for Tyro for
the year ended 30 June 2024.
5 Vesting takes place 4 years (irrespective of continuous service) after grant with no performance hurdle.
6 Vesting takes place in a single tranche on 23 November 2025 and is subject to the satisfaction of a CAGR EBITDA (before share-based payment expenses) performance hurdles for Tyro for
the period 1 July 2023 to 30 June 2025 as well as a relative total shareholder return outcome in respect as at 30 June 2025.
7 Vesting takes place 4 years (irrespective of continuous service) after grant with no performance hurdle.
8 Vesting will occur in 12 equal monthly tranches from grant date (irrespective of continuous service).
9 Vesting takes place in a single tranche on 20 December 2026 and is subject to the satisfaction of a CAGR EBITDA (after share-based payment expenses) performance hurdles for Tyro for the
period 1 July 2024 to 30 June 2026 as well as a relative total shareholder return outcome as at 30 June 2026.
10 Options granted vest monthly in equal tranches over a period of 5 years and are not subject to any performance conditions.
11 Options granted vest annually in equal 20% tranches over a period of five years, commencing 12 months after the grant date and are not subject to any performance conditions.
12 Options granted vest annually in equal 25% tranches over a period of four years, commencing 24 months after the grant date and subject to the following performance conditions: (i) a
positive net profit result (before tax and share-based payment expenses; and (ii) 25% compound gross revenue growth per annum. If a tranche does not satisfy both performance criteria on
the relevant testing date, the tranche will be retested at the next testing date (if any).
13 Vesting will occur in three equal tranches, as follows: one third on the date of the liquidity event (initial vesting date); one third on the date that is 12 months after the Initial vesting date;
and one third on the date that is 24 months after the Initial vesting date.
14 Options granted vest annually in equal 25% tranches over a period of four years, commencing 24 months after the grant date and subject to the following performance conditions: (i) a
positive net profit result (before tax and share-based payment expenses; and (ii) 20% compound gross revenue growth per annum. If a tranche does not satisfy both performance criteria on
the relevant testing date, the tranche will be retested at the next testing date (if any).
15 Vesting occurred on grant date.
16 Vesting occurs equally on a monthly basis over a 24-month period from the initial vesting date.
17 Subject to passing the ‘gateway’ and satisfying the performance hurdle, the performance rights vest in one tranche 3 years following the effective date.
18 Vesting takes place 4 years after grant with no performance hurdle.
19 Vesting takes place in three equal tranches, as follows: one third on 9 March 2023, one third on 9 March 2024 and one third on 9 March 2025. The final tranche will not vest due to
resignation.
20 Performance rights vested at 149% of the rights granted. Refer to ‘Legacy LTI’ on page 93 for further details.
1 Relates to FY24 Remuneration Sacrifice Rights to be converted to shares in FY25.
2 Jon Davey's ordinary shares include 493,480 of Loan Shares held, as referred to in Note 1 to the ‘Equity grants to Executive KMP’ table on page 98.
Non-executive
Director
Balance at
start of year
Received during the
year on exercise of
Options/Rights
Other changes
during the year
Balance at
end of year
Shares to be
allocated in
FY25¹
Fiona Pak-Poy
FY24
183,277
83,426
20,000
286,703
-
FY23
106,420
76,857
-
183,277
-
David Fite
FY24
16,629,481
14,286
-
16,643,767
-
FY23
16,593,861
35,620
-
16,629,481
-
Claire Hatton
FY24
14,583
-
21,834
36,417
-
FY23
-
-
-
14,583
-
Aliza Knox
FY24
-
-
-
-
22,522
FY23
-
-
-
-
-
Paul Rickard
FY24
2,173,463
184,286
-
2,357,749
144,783
FY23
2,126,740
46,723
-
2,173,463
-
Shefali Roy
FY24
-
26,444
-
26,444
22,522
FY23
-
-
-
-
-
Executive KMP
Balance at
start of year
Received during the
year on exercise of
Options/Rights
Other changes
during the year
Balance at
end of year
Jon Davey2
FY24
493,480
-
-
493,480
FY23
493,480
-
-
493,480
Prav Pala
FY24
763,149
77,271
(376,667)
463,753
FY23
825,934
37,215
(100,000)
763,149
Steve Chapman
FY24
15,197
31,616
(15,197)
31,616
FY23
12,783
2,414
-
15,197
Summary of Shares held by Non-executive Directors and Executive KMP
The number of ordinary shares held in Tyro at 30 June 2024 by each KMP, including their personally related parties, is set out below.
Other information
No loan or transactions involving an equity instruments were granted to any KMP during the reporting period, other than those disclosed
in this Remuneration Report.
AUDITOR'S
INDEPENDENCE
DECLARATION
102 | Annual Report 2024
Year ended 30 June 2024 | 103
104 | Annual Report 2024
FY20
$000
FY21
$000
FY22
$000
FY23
$000
FY24
$000
Transaction value1
20,131,045
25,453,507
34,197,353
42,601,263
42,932,748
Transaction value annual growth
15.1%
26.4%
34.4%
24.6%
0.8%
Total revenue (normalised)2
210,675
239,505
326,143
435,802
471,424
Total revenue annual growth
11.0%
13.7%
36.2%
33.6%
8.2%
Direct expenses
(117,200)
(119,771)
(177,640)
(242,597)
(260,655)
Gross profit (normalised)3
93,475
119,734
148,503
193,205
210,769
Gross profit annual growth
12.3%
28.1%
24.0%
30.1%
9.1%
Operating expenses (normalised)
(97,847)
(105,568)
(137,836)
(150,906)
(155,089)
EBITDA (normalised)4
(4,372)
14,166
10,667
42,299
55,680
EBITDA margin4
n/m
11.8%
7.2%
21.9%
26.4%
Share-based payments expense
(10,896)
(8,779)
(5,199)
(11,165)
(3,862)
Depreciation and amortisation (normalised)
(12,524)
(14,666)
(20,505)
(25,172)
(30,960)
EBIT (normalised)4
(27,792)
(9,279)
(15,037)
5,962
20,858
Net interest expense (normalised)
(535)
(517)
(1,024)
(1,484)
(1,402)
Profit/(loss) before tax (normalised)5
(28,327)
(9,796)
(16,061)
4,478
19,456
Adjustments to normalised earnings
Bendigo amortisation (net of gross profit share)
-
-
(2,686)
(3,044)
(3,076)
Bendigo net interest expense
-
-
(2,534)
(2,228)
(1,425)
Bendigo transitional expenses
-
-
(4,669)
(974)
-
Bendigo impairment adjustment
-
-
-
-
(1,431)
M&A project costs
-
(4,681)
-
(2,858)
-
Other one-off (costs)/benefits
(9,730)
(14,179)
(109)
7,218
9,897
Share of loss from associates
-
(1,119)
(3,558)
(131)
(1,063)
Profit/(loss) before income tax (statutory)
(38,057)
(29,775)
(29,617)
2,461
22,358
Profit/(loss) after income tax (statutory)
(38,057)
(29,823)
(29,617)
6,013
25,705
Cash, cash equivalents and investments
188,324
172,780
122,768
128,932
165,043
Free cashflow (before banking)
(36,193)
(44,113)
(34,146)
5,700
30,416
5-YEAR
PERFORMANCE
SUMMARY
For the year ended 30 June 2024
1 Transaction value is a non-IFRS financial measure and is unaudited. Transaction value represents the total value of merchant sales that are processed through
the Tyro payments platform and does not represent revenue in accordance with Australian Accounting Standards.
2 Normalised revenue is adjusted to exclude the gain on remeasurement of the commission liability related to the Bendigo Alliance, Lightspeed compensation
received and the recognition of the me&u investment as a financial asset after Tyro’s ownership reduced in prior period, resulting in a gain on revaluation.
3 Normalised gross profit is adjusted to reflect the Bendigo Alliance gross profit share not deducted from statutory gross profit but reflected within the
movement on commission liability relating to the Bendigo Alliance. In prior periods, it also reflects the fair value gain on the recognition of me&u as a
financial asset.
4 Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of loss from
associates, the non-cash accounting impact of the Bendigo Alliance and other one-off costs.
5 Normalised net profit/(loss) before tax excludes the non-cash accounting impact of the Bendigo Alliance and other one-off costs.
Year ended 30 June 2024 | 105
04
FINANCIAL REPORT
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
110
Consolidated Statement of Financial Position
111
Consolidated Statement of Changes in Equity
112
Consolidated Statement of Cash Flows
113
NOTES TO THE FINANCIAL STATEMENTS
114
1. General information and statement of material accounting policies
114
2. Revenue and expenses
124
3. Segment reporting
125
4. Income tax
126
5. Cash and cash equivalents
127
6. Due from other financial institutions
127
7. Trade and other receivables
128
8. Loans
128
9. Leases
128
10. Financial investments
130
11. Investment in associates
130
12. Property, plant and equipment
131
13. Intangible assets and goodwill
132
14. Share-based payments
134
15. Deposits
137
16. Trade and other payables
137
17. Provisions
138
18. Contributed equity and reserves
138
19. Financial risk management objectives, policies and processes
140
20. Commitments and contingencies
147
21. List of subsidiaries
147
22. Earnings per share
148
23. Auditor’s remuneration
148
24. Related party disclosures
149
25. Parent entity disclosures
150
26. Matters subsequent to the end of the financial year
151
Consolidated entity disclosure statement
152
Directors' declaration
153
Independent Audit Report to the members of Tyro Payments Limited
154
Year ended 30 June 2024 | 109
Year ended 30 June 2024 | 109
110 | Annual Report 2024
Note
2024
$000
2023
$000
Fees and terminal rental income
2
443,907
417,631
Interest income
2
25,867
18,712
Gain on financial instruments
2
17,208
2,277
Other income
2
10,733
1,156
Total revenue
497,715
439,776
Income tax benefit
4
3,347
3,552
Profit after income tax
25,705
6,013
Other comprehensive income
FVOCI reserve – revaluation gain, net of tax
379
282
Total comprehensive income for the year
26,084
6,295
Earnings per share for profit attributable to the
Ordinary Equity Holders of Tyro Payments Limited
Cents
Cents
Basic earnings per share
22
4.91
1.16
Diluted earnings per share
22
4.77
1.12
Interchange, integration and support fees
2
(247,628)
(232,376)
Terminal accessories and other expenses
(4,046)
(2,245)
Interest expense on deposits and banking expenses
(2,127)
(811)
Total direct expenses
(253,801)
(235,432)
Gross profit
243,914
204,344
Share of loss from associates
11
(1,063)
(131)
Profit before income tax
22,358
2,461
Employee benefits expense (excluding share-based payments)
2
(95,905)
(96,957)
Share-based payments expense
(3,862)
(11,165)
Licencing, hosting and communication costs
(20,174)
(17,718)
Administrative and other expenses
2
(15,930)
(15,244)
Marketing expenses
(10,389)
(8,202)
Contractor and consulting expenses
(7,707)
(13,427)
Lending and non-lending (losses)/gains
2
(4,054)
1,139
Depreciation and amortisation
9, 12, 13
(40,890)
(36,355)
Impairment of intangible assets
13
(18,755)
(111)
Other interest expenses
(2,827)
(3,712)
Total operating expenses
(220,493)
(201,752)
Consolidated Statement of Comprehensive Income
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes.
FINANCIAL STATEMENTS
For the year ended 30 June 2024
Liabilities
Current liabilities
Deposits
15
88,882
92,704
Trade and other payables
16
64,769
43,031
Lease liabilities
9
4,797
4,394
Provisions
17
6,932
6,762
Total current liabilities
165,380
146,891
Note
2024
$000
2023
$000
Assets
Current assets
Cash and cash equivalents
5
50,771
42,603
Due from other financial institutions
6
26,387
15,779
Trade and other receivables
7
44,179
25,360
Loans
8
36,677
43,765
Financial investments
10
24,608
15,452
Prepayments
4,802
6,238
Inventories
783
2,027
Total current assets
188,207
151,224
Non-current assets
Loans
8
2,648
6,761
Financial investments
10
67,234
59,072
Investment in associates
11
748
1,811
Property, plant and equipment
12
51,334
42,785
Right-of-use assets
9
23,630
26,344
Intangible assets and goodwill
13
97,772
126,502
Net deferred tax assets
4
19,885
16,538
Total non-current assets
263,251
279,813
Total assets
451,458
431,037
Consolidated Statement of Financial Position
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes.
For the year ended 30 June 2024
Non-current liabilities
Other payables
16
49,986
75,396
Lease liabilities
9
26,744
29,167
Provisions
17
1,674
1,899
Total non-current liabilities
78,404
106,462
Total liabilities
243,784
253,353
Net assets
207,674
177,684
Equity
Contributed equity
18
279,466
279,422
Reserves
18
62,889
59,320
Accumulated losses
18
(134,681)
(161,058)
Total equity
207,674
177,684
Year ended 30 June 2024 | 111
112 | Annual Report 2024
Note
Contributed
equity
$000
FVOCI
reserve
$000
Share-based
payments
reserve
$000
General
reserve for
credit losses
$000
Accumulated
losses
$000
Total
$000
At 1 July 2022
278,798
(689)
43,560
4,214
(166,283)
159,600
Profit for the year
-
-
-
-
6,013
6,013
Other comprehensive income
-
282
-
-
-
282
Total comprehensive income
-
282
-
-
6,013
6,295
Issue of share capital – from
options and rights exercised
624
-
-
-
-
624
Share-based payments
-
-
11,165
-
-
11,165
Transfer to general reserve
for credit losses
-
-
-
788
(788)
-
At 30 June 2023
279,422
(407)
54,725
5,002
(161,058)
177,684
At 1 July 2023
279,422
(407)
54,725
5,002
(161,058)
177,684
Profit for the year
-
-
-
-
25,705
25,705
Other comprehensive income
-
379
-
-
-
379
Total comprehensive income
-
379
-
-
25,705
26,084
Issue of share capital – from
options and rights exercised
44
-
-
-
-
44
Share-based payments
-
-
3,862
-
-
3,862
Transfer to general reserve
for credit losses
-
-
-
(688)
688
-
Transfer from FVOCI reserve
-
16
-
-
(16)
-
At 30 June 2024
18
279,466
(12)
58,587
4,314
(134,681)
207,674
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes.
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Note
2024
$000
2023
$000
Cash flows from operating activities
Fees and terminal rental and other income received
444,183
417,418
Interchange, integration and support fees paid
(253,701)
(238,251)
Interest received
24,760
18,278
Interest paid
(3,115)
(1,411)
Payments to employees and contractors
(101,979)
(104,882)
Terminals purchased
(19,589)
(19,627)
Other operating expenses paid
(53,333)
(49,816)
Legal settlement and insurance recoveries received
11,750
-
Payments for terminal remediation
-
(248)
Movement in scheme and other receivables
(184)
3,767
Net cash flows from operating activities excluding loans and deposits
48,792
25,228
Movement in loans
6,792
(15,599)
Movement in deposits
(3,822)
9,431
Net cash flows from operating activities
5
51,762
19,060
Cash flows from investing activities
Movement in term deposit investments
Purchases
(11,145)
(1,000)
Proceeds on maturity
539
-
Movement in financial investments
Purchases
(31,746)
(7,800)
Proceeds
15,000
10,460
Movement in property, plant and equipment (excluding terminals)
Purchases
(968)
(534)
Proceeds
-
1,257
Payments for recognised intangible assets
(12,301)
(14,543)
Net cash used in investing activities
(40,621)
(12,160)
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Cash flows from financing activities
Proceeds from exercise of share options and rights
44
624
Payments of the principal portion of leases
(3,017)
(1,173)
Net cash flows used in financing activities
(2,973)
(549)
Net movement in cash and cash equivalents
8,168
6,351
Effect of foreign exchange rates on cash and cash equivalents
-
(633)
Cash and cash equivalents at beginning of year
42,603
36,885
Cash and cash equivalents at end of year
5
50,771
42,603
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes.
Year ended 30 June 2024 | 113
114 | Annual Report 2024
1. General information and statement of material accounting policies
The financial report of the Group was authorised for issue in accordance with a resolution of the Directors on 26 August 2024.
The Group is a for-profit company listed on the Australian Securities Exchange (ASX), registered and domiciled in Australia. The nature of
the operations and principal activities of the Group are described in the Directors’ Report.
The financial report includes the consolidated and standalone financial statements of Tyro Payments Limited (the Company or Parent
Entity) and its controlled entities (together referred to as the Group). Tyro Payments Limited is the ultimate parent entity of the Group.
The material policies which have been adopted in the preparation of this financial report are set out below.
(a) Basis of preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards
Board (AASB), International Financial Reporting Standards (IFRS) and Interpretations as issued by the International Accounting
Standards Board (IASB). The financial report has also been prepared on a historical cost basis, except for loans and financial investments
which have been measured at fair value and investments in associates which have been accounted for using the equity method.
A number of new accounting standards and amendments have been issued but are not yet effective, none of which have been early
adopted by the Group in this financial report. The Group has not assessed whether these new standards and amendments will have a
material impact on the financial position or performance of the Group.
• Non-current liabilities with Covenants (Amendments AASB 101)
• Classification of Liabilities as Current or Non-current (Amendments AASB 101)
• Presentation and Disclosure in Financial Statements (AASB 18).
• Insurance Contracts (AASB 17)
Similar categories of income and expenses have been grouped together. Prior year comparative information for these amounts, where
necessary, has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars unless otherwise stated
under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The
Group is an entity in which the instrument applies.
(b) Going concern
The Directors consider the Group are able to pay their debts as and when they fall due, and therefore the Group is able to continue as a
going concern.
(c) Changes in material accounting policies
(i) Material accounting policy information
The Group adopted Disclosure of Accounting Policies (Amendments to AASB 101 and AASB Practice Statement 2) from 1 July 2023.
Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy
information disclosed in the financial report.
The amendments require the disclosure of ‘material’, rather than ‘significant’, accounting policies. The amendments also provide
guidance on the application of materiality to the disclosure of accounting policies, assisting entities to provide useful, entity-specific
accounting policy information that users need to understand other information in the financial report.
Management reviewed the accounting policies and made updates to the information disclosed in Note 1 (e) to Note 1 (ae) in certain
instances in line with the amendments.
(ii) Deferred tax related to assets and liabilities arising from a single transaction
The Group has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to AASB 112)
from 1 July 2023. The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal
and offsetting temporary differences – e.g. leases. For leases, an entity is required to recognise the associated deferred tax assets and
liabilities from the beginning of the earliest comparative period presented, with any cumulative effect recognised as an adjustment
to retained earnings or other components of equity at that date. For all other transactions, an entity applies the amendments to
transactions that occur on or after the beginning of the earliest period presented.
The Group previously accounted for deferred tax on leases by applying the ‘integrally linked’ approach, resulting in a similar outcome
as under the amendments, except that the deferred tax asset or liability was recognised on a net basis. Following the amendments, the
Group has recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-
use assets. However, there was no impact on the statements of financial position because the balances qualify for offset under paragraph
74 of AASB 112. There was also no impact on the opening retained earnings as at 1 July 2022 as a result of the change. The key impact for
the Group relates to disclosure of the deferred tax assets and liabilities recognised (see Note 4).
FINANCIAL STATEMENTS
Notes to the financial statements
For the year ended 30 June 2024
(d) Significant accounting judgements, estimates and assumptions
In applying the Group’s material accounting policies, Management continually evaluates judgements, estimates and assumptions based
on experience and other factors, including climate-related risks and opportunities, expectations of future events that may have an
impact on the Group. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of
circumstances available to Management. Actual results may differ from judgements, estimates and assumptions.
Significant judgements, estimates and assumptions made by Management in the preparation of these financial statements are outlined
as follows:
Share-based payments transactions - The Group recognises the cost of equity-settled transactions with employees (including Key
Management Personnel) and other stakeholders by reference to the fair value of the equity instruments at the date on which they are
granted. The valuation assumptions are detailed in Note 14. The equity-settled instruments are expensed using a linear or graded
probability of vesting approach depending on the terms of the equity instruments.
Classification and valuation of investments - The Group classifies its investments in bonds and equity securities where it does not have
significant influence or control as Financial Investments – at Fair Value through Other Comprehensive Income (FVOCI), with movements
in fair value recognised directly in equity. The fair value of listed shares has been determined by reference to published price quotations
in an active market. Where no active market exists for a particular asset, the Group uses a valuation technique to arrive at the fair value.
The Group prioritises the use of observable market inputs in the valuation of Level 3 fair valued investments and considers all reasonable
sources of alternative information when incorporating unobservable inputs. Further details are as disclosed in Note 19.
Investments in associates are accounted for using the equity method of accounting less impairment losses. See Note 1(n) for
further details.
Valuation of loans – The Group’s lending product differs from a conventional lending asset that accrues interest over time. Under the
Group’s current terms, a merchant borrows a loan amount plus an upfront fee. The total loan plus fee amount does not change regardless
of early or late repayment. As such, the product fails the “solely payments of principal and interest (SPPI) test” under AASB 9 “Financial
Instruments” and is therefore measured at fair value through the Statements of Comprehensive Income.
The fair value of loans has been estimated using a valuation technique that converts forecasted cash flows to a present value amount
(discounted cash flow method). The forecasted cash flows are actuarially determined using predictive models based partly on evidenced
historical performance and expected repayment profiles. Inputs into the valuation model are detailed in Note 19 (ix).
Capitalisation of internally generated software - An intangible asset arising from development expenditure on an internal project is
recognised by the Group only when the following can be demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• its intention to complete and its ability to use or sell the asset;
• how the asset will generate probable future economic benefits;
• availability of resources to complete the development; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The Group commences amortising internally generated software projects from the point the asset is ready for use.
Impairment for intangibles - The Group determines whether intangible assets with indefinite useful life e.g. goodwill is assessed for
impairment at least on an annual basis. Intangible assets with finite useful lives are reviewed at least annually to determine whether any
indicators of impairment exist. If an impairment indicator exists, an impairment analysis is performed. Impairment testing requires an
estimation of the recoverable amount of the cash generating units to which the goodwill and other intangible assets with indefinite useful
lives are allocated. Refer to Note 13(b) for the key assumptions used.
Estimation of useful lives of assets - The estimation of the useful lives of assets has been primarily based on historical experience. In
addition, the condition of the assets is assessed at least once per year and considered against their remaining useful lives. Adjustments
to useful lives are made when considered necessary. In assessing whether the useful life of an intangible asset is finite or indefinite,
Management use judgement in determining the period over which expected future benefits will be generated, also factoring in the
market that the Group operates in and the longer term strategy for the Group. An impairment assessment is conducted and reviewed by
Management at least annually as to whether indicators of impairment such as technical obsolescence exist.
Long service leave - Entitlements that arise in respect of non-current long service leave have been measured at their present values of
expected future payments. Long service leave is calculated based on assumptions and estimates of when employees will take leave and
the prevailing wage rates at the time the leave will be taken. Long service leave also requires a prediction of the number of employees
that will achieve entitlement to long service leave.
Year ended 30 June 2024 | 115
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(d) Significant accounting judgements, estimates and assumptions (continued)
Taxation - Provisions for taxation require significant judgement with respect to outcomes that are uncertain. Deferred tax assets are
recognised for deductible temporary differences and carried forward tax losses after consideration of the:
• likelihood of availability of future profits, including stress testing of forecasts, for utilisation of deferred tax assets; and
• outcome of Continuity of Ownership Testing (and where applicable, the Similar Business Test) to support the recognition of any
carried forward tax losses.
Management does not recognise deferred tax assets where utilisation is not considered probable.
Tyro-Bendigo Bank Alliance
In October 2020, the Group announced an alliance with Bendigo and Adelaide Bank Limited (Bendigo Bank) for merchant acquiring
services (Alliance) for a ten year period starting in June 2021. The trail commission payable on the existing customer network and
future rollouts includes a guaranteed component for the first four years. An additional variable amount is payable based on gross profit
achieved. The trail commission payable was initially measured at fair value in accordance with AASB 13 Fair Value Measurement when
the customer relationship was obtained and is remeasured at amortised cost in accordance with AASB 9 Financial Instruments to reflect
actual and revised estimates of future gross profit.
Key assumptions in respect of estimating the valuation of the trail commission payable included:
• discount rates derived from similar observed rates for comparable assets that are traded in the market;
• the merchant churn rate; and
• probability weighted forecasts considering a high, mid and low forecast estimate prepared by Management and approved by
the Board.
The associated intangible assets were recognised in accordance with AASB 138 Intangible Assets. They are carried at cost less any
accumulated amortisation and any accumulated impairment losses and are reviewed annually for any indicator of impairments in
accordance with AASB 136 Impairment of Assets (see Note 13). The useful life of the acquired intangible assets is judgmental and
reviewed annually by Management with adjustments made where deemed necessary.
(e) Basis of consolidation
(i) Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the
definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a
business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process
and whether the acquired set has the ability to produce outputs.
The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities
and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is
concentrated in a single identifiable asset or group of similar identifiable assets.
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any
goodwill that arises is tested annually for impairment (see Note 13). Any gain on a bargain purchase is recognised in profit or loss
immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition and subsequent changes in the fair value of the
contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees
(acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration
transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared
with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination
services.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the
date on which control ceases.
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
For the year ended 30 June 2024
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses)
arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are
eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way
as unrealised gains, but only to the extent that there is no evidence of impairment.
(f) Current and non-current classification
The Group presents assets and liabilities in the Consolidated Statement of Financial Position based on current and non-current
classification. An asset is current when it is:
• expected to be realised or intended to be sold or consumed in the normal operating cycle;
• held primarily for the purpose of trading;
• expected to be realised within twelve months after the reporting period;
or
• cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.
A liability is current when:
• it is expected to be settled in the normal operating cycle;
• it is held primarily for the purpose of trading;
• it is due to be settled within twelve months after the reporting period;
or
• there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not
affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
(g) Cash and cash equivalents
Cash and cash equivalents comprises of cash balances, call deposits and term deposits with an original maturity of three months or less
from the date of acquisition.
(h) Due from other financial institutions
Includes term deposits with maturities greater than three months from the date of acquisition, and term deposits pledged to
counterparties as collateral. These are initially measured at fair value and subsequently measured at amortised cost less allowance for
expected credit losses, using the effective interest method. Refer to Note 20(b) for details of deposits pledged as collateral.
(i) Trade and other receivables
Trade receivables, which generally have 30-day terms, are recognised initially at fair value, and subsequently measured at amortised cost
using the effective interest method, less an allowance for expected credit losses (ECL). Collectability of trade receivables is reviewed on
an ongoing basis. Debts that are known to be uncollectible are written off when identified.
The Group has applied the simplified approach to calculate ECL for trade receivables where a loss allowance is based on lifetime ECL at
each reporting date. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit
losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by
customer type). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
(j) Loans
Loans to merchants are classified and measured at fair value with changes in the fair value being recognised in the Statements of
Comprehensive Income. The loans are unsecured with an upfront (“unearned”) fee charged to the merchant. As the merchant receives
daily settlements, a percentage is taken towards loan repayments. The loan repayment includes a portion which recognises the unearned
fee in the Statements of Comprehensive Income as interest income. When the loan is uncollectible, it is written-off. Such write-offs of
loans occur after all the necessary assessments for write-off procedures have been completed and the amount of the loss has been
determined. Loan write-offs are disclosed as lending losses in the Statements of Comprehensive Income. Subsequent recoveries are
recognised against these write-offs.
(k) Prepayments
Prepayments are recognised for amounts paid whereby goods have not transferred ownership to the Group or where services have not
yet been provided. Upon receipt of goods or the service, the corresponding asset is recognised in the Statements of Financial Position or
the expense is recognised in the Statements of Comprehensive Income.
Year ended 30 June 2024 | 117
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(l) Inventories
(i) Cost and valuation
The costs of purchasing inventories comprise the purchase price, import duties and other taxes (other than those subsequently
recoverable by the Group from the taxing authorities), and transport, handling and other costs directly attributable to the acquisition
of finished goods, materials and services. Trade discounts, rebates and other similar items are deducted in determining the costs of
purchase. Inventories are subsequently held at the lower of cost and their net realisable value. Impairment is assessed at least on an
annual basis. Inventories are derecognised when the rights to benefits are transferred to a third party.
(ii) Impairment
Management makes assessments of the net realisable value of inventory at least on an annual basis. The cost of inventory may not be
recoverable where the inventory is damaged, wholly or partially obsolete, or if selling prices have declined. In accordance with AASB 102
Inventories, where the cost of inventory exceeds the net realisable value, inventory is written down to their net realisable value.
Net realisable value is an estimate, based on the most reliable evidence at the time, of the amount the inventories are expected
to realise.
(m) Financial investments
Recognition and initial measurement
The classification of financial investments at initial recognition depends on the financial asset’s contractual cash flow characteristics and
the Group’s business model for managing them. The Group initially measures financial assets held at amortised cost or debt instruments
held at fair value through other comprehensive income at its fair value plus transaction costs.
In order for a debt investment to be classified and measured at amortised cost or fair value through other comprehensive income
(OCI), it needs to give rise to cash flows that are SPPI on the principal amount outstanding. This assessment is referred to as the SPPI
test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair
value through profit or loss, irrespective of the business model. Financial assets at fair value through profit or loss are carried in the
Consolidated Statement of Financial Position at fair value with net changes in fair value recognised in the Consolidated Statement of
Comprehensive Income.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or
both. Financial investments classified and measured at fair value through OCI are held within a business model with the objective of both
holding to collect contractual cash flows and selling.
Subsequent measurement
For debt investments at fair value through OCI, interest income, foreign exchange revaluations and impairment losses or reversals are
recognised in the Statements of Comprehensive Income. The remaining fair value changes are recognised in OCI. Upon derecognition, the
cumulative fair value change recognised in OCI is recycled to profit or loss.
For equity investments at fair value through OCI, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI at initial recognition. Gains and losses on these financial assets are never recycled to profit or
loss. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Group elected to classify
irrevocably its non-listed equity investments under this category.
Purchase and sale of investments are recognised on trade date - the date on which the Group becomes party to the contractual
provisions of the investment.
(n) Investment in associates
The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group
has significant influence, but not control or joint control, over the financial and operating policies. Interests in associates is accounted
for under the equity method. It is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the
financial statements include the Group’s share of the profit or loss and OCI of equity accounted investees, until the date on which
significant influence ceases. Goodwill on associate companies represents the excess of the cost of acquisition of the associate over the
Group’s share of the fair value of the identifiable net assets of the associate and is included in the carrying amount of the investments.
(o) Property, plant and equipment
(i) Cost
Property, plant and equipment are measured at cost less accumulated depreciation and any impairment in value. The Group recognises
in the carrying amount of an item of property, plant and equipment the cost of replacing parts when the cost is incurred, and the
recognition criteria are met. When each major inspection is performed, its cost is recognised in the carrying amount of the item of
property, plant or equipment, as a replacement, provided that the recognition criteria are satisfied.
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
For the year ended 30 June 2024
(ii) Depreciation
Depreciation is provided on a straight-line basis over the estimated useful life of each specific item of property, plant and equipment.
Estimated useful lives are as follows:
The assets’ residual values, remaining useful lives and depreciation methods are reassessed and adjusted, if appropriate at each
reporting date.
(iii) Impairment
Management identifies applicable impairment indicators in accordance with AASB 136 Impairment of Assets. The carrying values of
plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be
recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written
down to their recoverable amount. The recoverable amount of plant and equipment is the greater of fair value less costs of disposal and
its value in use.
(iv) Derecognition and disposal
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise from
continued use of the asset. Gains and losses on disposal are calculated as the difference between the net disposal proceeds and the
asset’s carrying amount and are included in the Statements of Comprehensive Income in the year the asset is derecognised.
(v) Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Group.
(p) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration.
(i) Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-
value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the
underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for
use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-
measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, lease payments made at or before the commencement date less any lease incentives received and an estimate of costs to
be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the
underlying asset to the condition required by the terms and conditions of the lease. Right-of-use assets are depreciated on a straight-line
basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be
made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments
that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future
payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option
to purchase the underlying asset.
Plant and equipment:
2024
2023
Terminals
3 years
3 years
Furniture and office equipment
5 years
5 years
Computer equipment
3 - 4 years
3 - 4 years
Leasehold improvements
Remaining term of lease
Remaining term of lease
Year ended 30 June 2024 | 119
120 | Annual Report 2024
(p) Leases (continued)
(ii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e. those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). This exemption is also applied to office
equipment that are low value. Lease payments on short-term leases and leases of low value assets are recognised as an expense on a
straight-line basis over the lease term.
(q) Intangible assets and goodwill
(i) Software
The Group continues to make significant investments in various projects to develop new products and enhance existing products’
capabilities. For certain projects, it is more probable that future economic benefits from the assets arising from the projects will flow
to the Group and their expenditure can be measured reliably with enhancements in the Group’s data governance, system and reporting.
Therefore, software development costs for those projects are recognised as intangible assets in the Statements of Financial Position in
accordance with AASB 138 Intangible Assets.
Following initial recognition of the development expenditure as an asset, the intangible asset is carried at its cost less any accumulated
amortisation and any accumulated impairment losses. Each development project will then be reviewed annually for any indicator of
impairment in accordance with AASB 136 Impairment of Assets.
Acquired intangibles as part of the Medipass acquisition were valued using the replacement cost technique.
(ii) Customer contracts and relationships
Customer contracts were acquired as part of the Tyro-Bendigo Alliance and Medipass acquisitions. They were recognised at their fair
value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the
contracts over their estimated useful lives.
The useful life of finite intangible assets is judgmental and reviewed annually by Management with adjustments made where deemed
necessary. The following method is used in the calculation of amortisation:
(iii) Goodwill
Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the Group’s interest in
the net fair value of the identifiable assets and liabilities. Following initial recognition, goodwill is measured at cost less any accumulated
impairment losses. Goodwill is not amortised and is tested annually for impairment.
Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value
may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill
relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.
(r) Deferred tax asset
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date (Note 4(c)).
The Group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities
and assets on a net basis. The Group also offsets deferred tax assets and liabilities to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled
or recovered.
(s) Deposits
Deposits from merchants are initially recognised at fair value. Subsequent to initial recognition, these liabilities are measured
at amortised cost. Interest expense on deposits is recognised in the Statements of Comprehensive Income using the effective
interest method.
FINANCIAL STATEMENTS
Intangible asset
Amortisation method
Useful life
Software
Straight line
Finite (3 - 5 years)
Customer contracts and relationships
Straight line
Finite (7 - 10 years)
Notes to the financial statements (continued)
For the year ended 30 June 2024
(t) Trade and other payables
Merchant payables arise when the Group has received monies from the relevant schemes and financial institutions that have not yet been
settled with the merchant.
Payables to merchants are only recognised to the extent that a liability arises. This liability arises when the proceeds have been paid by
the schemes and financial institutions and received by the Group.
Liabilities for trade and other payables are carried at cost, which is the fair value of the consideration to be paid in the future for goods
and services received, whether or not billed to the Group.
Commissions payable to Bendigo Bank
The trail commission payable on the existing customer network and future rollouts includes an amount guaranteed by the Group and
an additional variable amount based on revenue achieved. The trail commission payable is initially measured at fair value in accordance
with AASB 13 Fair Value Measurement when the customer relationship was obtained and remeasured in subsequent periods at amortised
cost in accordance with AASB 9 Financial Instruments to reflect actual and revised estimates of future gross profit.
The key assumptions used in estimating the valuation of the trail commission payable can be found in Note 1(d).
(u) Provisions and contingencies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable
that an outflow of resources embodying economic benefits may be required to settle the obligation and a reliable estimate can be made
of the amount of the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
Contingent liabilities are not recognised in the Statements of Financial Position but are disclosed in the relevant notes to the financial
statements. They may arise from uncertainty as to the existence of a liability or represent an existing liability in respect of which
settlement is not probable or the amount cannot be reliably measured. Only when settlement becomes probable will a liability be
recognised.
Management evaluates the risk of such transactions and estimates its potential loss from chargebacks based primarily on historical
experience and other relevant factors. A provision is recognised in the general reserve for credit losses for merchant losses necessary to
absorb chargebacks and other losses for merchant transactions that have been previously processed and on which revenues have been
recorded.
(v) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a
deduction from equity net of tax from the proceeds of the issue.
(w) General reserve for credit losses
The Group appropriates for estimated future credit losses from chargebacks, with a general reserve for credit losses. The Group
estimates the reserve by using a multiple of historical losses over a rolling 120 day period of transaction values. The general reserve for
credit losses is then allocated as a separate reserve within equity.
The Group also appropriates for estimated future credit losses from loans to ensure the Group has sufficient capital to cover credit
losses estimated to arise over the full life of the loans as required by APRA Prudential Standard APS 220 Credit Risk Management.
The methodology and assumptions used for estimating the general reserve for credit losses required are reviewed regularly.
(x) Revenue recognition
Revenue from contracts with customers is recognised in accordance with AASB 15 which introduced a single, principle-based five step
recognition and measurement model. The five steps are:
1. identify the contract with a customer;
2. identify separate performance obligations in the contract;
3. determine the transaction price;
4. allocate the transaction price to each performance obligations identified in Step 2; and
5. recognise revenue when a performance obligation is satisfied.
Year ended 30 June 2024 | 121
122 | Annual Report 2024
(x) Revenue recognition (continued)
The Group’s fee income from contracts with customers is derived primarily from the following sources:
• Merchant service fee income is generated from merchant customers for credit, debit and charge card acquiring services. Fees are
charged to merchants depending on the type of transaction being performed based on a percentage of transaction value or on a
fixed amount per transaction. Fees related to payment transactions are recognised at the time transactions are processed. Related
interchange fees, which are collected from merchants and paid to credit institutions are recognised as an expense instead of netting-
off against merchant service fee income in the Statements of Comprehensive Income as Tyro is the principal in the arrangement; and
• Terminal rental income generated from operating leases with merchants is recognised progressively based on a fixed monthly rental
on terminals. There is no minimum rental period for merchants.
• Interest income is recognised in the Statements of Comprehensive Income in accordance with AASB 9 using the effective interest
method. The effective interest method measures the amortised cost of a financial asset and allocates the interest income over
the relevant period using the effective interest which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount of the financial asset.
(y) Employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits
include wages and salaries, annual leave and long service leave.
Entitlements arising in respect of salaries and wages, annual leave and other employee benefits that are expected to be settled within
one year have been measured at their nominal amounts. Employees are entitled to 20 days annual leave each year.
Entitlements that arise in respect of long service leave which are expected to be settled more than 12 months after the reporting date
have been measured at their present values of expected future payments. Long service leave is calculated based on assumptions and
estimates of when employees will take leave and the prevailing wage rates at the time the leave will be taken. Long service leave liability
also requires a prediction of the number of employees that will achieve entitlement to long service leave. Expected future payments are
discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match
as closely as possible to the estimated future cash outflows.
No provision has been made for sick leave as all sick leave is non-vesting and the average sick leave to be taken in the future by all
employees at the reporting date is estimated to be less than the annual entitlement for sick leave.
(z) Share-based payment transactions
Share-based compensation benefits are provided to employees (including Key Management Personnel) via the employee share option
plans, short-term incentive plans and long-term incentive plans, whereby employees render services in exchange for rights over the
Company’s shares, as well as other stakeholders under contractual arrangements. The cost of these equity-settled transactions is
measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of any options
issuance is determined using the Black-Scholes option valuation model.
The cost of equity-settled transactions is recognised, together with any corresponding increase in equity, over the period in which the
employees or stakeholders become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects the extent to
which the vesting period has expired and the number of awards that, in the opinion of the Directors of the Company, will ultimately vest.
This opinion is based on the best available information at the reporting date. No adjustment is made for the likelihood of performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest. Details of the types of share-based payments and their respective terms
and vesting conditions are disclosed in Note 14.
The Company also has share-based compensation benefits in the form of rights which are tied to performance conditions, as well as
restricted rights which relate to remuneration sacrifice rights. The policy treatment is consistent with that for share options via the
Employee Share Option Plan.
(aa) Income taxes
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the
taxation authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the
reporting date.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the Consolidated Statement of
Comprehensive Income. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
For the year ended 30 June 2024
Tax Consolidation
Tyro Payments Limited (the Company) and its wholly-owned Australian controlled subsidiaries (collectively, the Group) entered into a
tax consolidated group on 1 July 2021. The head entity, Tyro Payments Limited and the controlled entities in the tax consolidated group
continue to account for their own current and deferred tax amounts using the ‘stand-alone taxpayer’ approach. Deferred tax assets
and deferred tax liabilities are measured by reference to the carrying amounts of the assets and liabilities in their own balance sheet.
Deferred tax assets relating to temporary differences, unused tax losses and unused tax credits are only recognised to the extent that it
is probable that future tax profit will be available against which the benefits of the deferred tax asset can be utilised.
Tax sharing agreements
The Company, in conjunction with other members of the tax-consolidated group, has also entered into a tax sharing agreement. The tax
sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity
default on its tax payment obligations.
(ab) Cloud Computing arrangements
Cloud computing arrangements are service contracts providing the Group with the right to access software as a service
(SaaS) over a contract period. Cost incurred to configure and customise application software in SaaS arrangements are
recognised as an expense in the Statements of Comprehensive Income when the Group does not have the ability to
control and restrict access to the SaaS. A right to receive future access to the supplier’s software does not, at the contract
commencement date, give the Group the power to obtain the future economic benefits flowing from the software itself
and to restrict others’ access to those benefits.
The following outlines the accounting treatment of costs incurred in relation to SaaS arrangements:
Costs incurred for the development of software code that enhances or modifies, or creates additional capability to, existing on-
premise systems and meets the definition of and recognition criteria for an intangible asset are recognised as intangible computer
software assets.
(ac) Goods and Services Tax (GST)
Revenues, expenses, assets and liabilities are recognised net of the amount of GST except for the following:
• when the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• trade receivables and trade payables are stated with the amount of GST included.
The net amount of GST recoverable from or payable to the taxation authority is included as part of other receivables or other payables
in the Consolidated Statement of Financial Position. Commitments and contingencies are disclosed net of the amount of GST. Cash flows
are disclosed net of the amount of GST (unless stated otherwise) in the Consolidated Statement of Cash Flow and the GST component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as
part of operating cash flows.
(ad) Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the spot rates of exchange ruling at the
reporting date.
Non-monetary assets and liabilities are translated at their historic rates of exchange at their respective transaction dates.
(ae) De-recognition of assets and liabilities
Assets and liabilities are de-recognised from the Consolidated Statement of Financial Position upon sale, maturity or settlement. The
Group de-recognises scheme receivables against associated merchant payables as the risks and rewards are passed through in line with
contractual obligations.
Accounting treatment
Non-distinct costs: Recognised as an operating expense over the
term of the service contract
• Fee for use of application software (licence fee)
• Customisation costs
Distinct costs: Recognised as an operating expense as the service
is received
• Configuration costs
• Data conversion and migration costs
• Testing cost
• Training costs
Year ended 30 June 2024 | 123
124 | Annual Report 2024
The profit before tax has been arrived at after accounting for the following items:
FINANCIAL STATEMENTS
Fees and terminal rental income
2024
$000
2023
$000
Merchant service fee
403,865
379,057
Terminal rental income
35,396
34,774
Other fee income
4,646
3,800
443,907
417,631
Interest Income
Effective interest income
13,242
7,653
Interest income on loans1
12,625
11,059
25,867
18,712
Gain on financial instruments
Remeasurement of commission payable to Bendigo Bank2
17,324
-
Fair value gain on equity investment
-
3,974
Fair value loss on loans1
(116)
(1,697)
17,208
2,277
Other income
Proceeds from legal settlement3
8,967
-
Sale of terminal accessories and other income
1,766
1,156
10,733
1,156
Interchange, integration and support fees
Interchange and scheme fees
(218,922)
(209,399)
Integration, support and other fees
(28,706)
(22,977)
(247,628)
(232,376)
Employee benefits expense (excluding share-based payments)
Wages, salaries and incentives
(79,693)
(82,393)
Superannuation
(8,567)
(8,133)
Other employee benefits expense
(7,645)
(6,431)
(95,905)
(96,957)
Administrative and other expenses
Terminal management and logistics
(5,212)
(4,417)
Insurance
(2,101)
(1,829)
Travel and entertainment
(1,005)
(828)
Professional services3
(847)
(2,668)
Impairment of right-of-use assets
(235)
(1,184)
Other expenses
(6,530)
(4,318)
(15,930)
(15,244)
Lending and non-lending (losses)/gains
Lending losses1
(4,293)
(2,880)
Non-lending losses
(691)
(520)
Remediation provision release4
-
3,719
Insurance recoveries5
930
820
(4,054)
1,139
2. Revenue and expenses
Notes to the financial statements (continued)
For the year ended 30 June 2024
1 Fair value loss on loans excludes interest income on loans or lending losses. Interest income on loans and lending losses have been disclosed as separate items within the Consolidated
Statement of Comprehensive Income.
2 The Group has remeasured the commission payable to Bendigo Bank by $17,324,000 (June 2023: nil) to reflect a decrease in future commission payable on Bendigo Alliance merchants.
Refer to Note 16 for further details.
3 The Group received a settlement from Kounta for a contractual breach. $8,967,000 was recognised as other income with the remaining $1,033,000 offsetting against legal costs within
professional services.
4 The remediation provision of $3,719,000 was fully released in 2023 as the provision was no longer being expected to be utilised following the approval of the settlement of the class action
by the Court
5 The insurance recovery of $930,000 (June 2023: $820,000) relates to the recovery of remediation and legal costs incurred in relation to the January 2021 terminal connectivity
incident (Note 7).
3. Segment reporting
(a) Description of segments and principal activities
For management purposes, the Group is organised into two operating segments, comprising Payments and Banking. Operating segments
are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, which is the Managing
Director and CEO. The Group operates in one geographical segment being Australia.
The corporate and other segment, which is not considered an operating segment of the Group, is used to reconcile the total segment
results back to the consolidated results. It consists of other income and costs that fall outside the day-to-day operations of the Group.
These include the Group’s Head Office, all employee benefits expenses and other operating expenses, all of which are recorded below
Gross Profit.
The Group’s reportable segments under AASB 8 Operating Segments are as follows:
Reportable Segment
Principal activities
Payments
Acquires electronic payment transactions from merchants. Revenue is primarily earned from fees charged for
processing acquired transactions. Revenue is also earned from other fee income, terminal rental income and
sales of terminal accessories. Direct expenses include scheme and interchange fees, integration, support and
other fees and cost of terminal accessories sold.
Banking
Complementary banking services to merchants. Revenue is earned from fees charged on loans and interest
income on excess deposits. Interest expense is incurred on deposits.
(b) Revenue and gross profit by segment
Payments1
Banking2
Corporate
and other3
Total
2024
Revenue
Gross profit
471,507
219,833
14,725
12,598
11,483
11,483
497,715
243,914
2023
Revenue
Gross profit
419,215
184,597
10,550
9,736
10,011
10,011
439,776
204,344
2024
$000
2023
$000
Gross profit
243,914
204,344
Operating expenses (excl. depreciation and amortisation, other interest expenses and share of loss from associates)
(176,776)
(161,685)
Depreciation and amortisation
(40,890)
(36,355)
Other interest expenses
(2,827)
(3,712)
Share of loss from associates
(1,063)
(131)
Profit before tax
22,358
2,461
1 Gross profit of the Payments segment is payments revenue and income less direct expenses.
2 Gross profit of the Banking segment is income from merchant lending adjusted for the fair value movement on loans, interest income on excess deposits
and interest expense on deposits.
3 Gross profit of Corporate and other includes income from investments and other revenue and income.
(c) Assets and liabilities by segment
Payments
$000
Banking
$000
Corporate
and other
$000
Total
$000
2024
Segment assets
Segment liabilities
257,401
87,516
41,177
90,322
152,880
65,946
451,458
243,784
2023
Segment assets
Segment liabilities
234,534
90,392
75,824
93,569
120,679
69,392
431,037
253,353
Year ended 30 June 2024 | 125
Reconciliation of gross profit to profit before tax:
126 | Annual Report 2024
FINANCIAL STATEMENTS
2024
$000
2023
$000
Current income tax
Current income tax benefit
-
-
Deferred income tax
Relating to origination and reversal of temporary differences
(3,420)
3,487
Recognition/(derecognition) of deferred tax on temporary difference
202
(2,538)
Recognition of previously unrecognised tax losses
6,565
2,603
Income tax benefit in the statement of comprehensive income
3,347
3,552
2024
$000
2023
$000
Operating profit before tax
22,358
2,461
At the statutory income tax rate of 30%
(6,707)
(738)
Share-based payment remuneration
(1,159)
(3,350)
Share of loss from associates
(319)
(39)
Other non-deductible expenses
(90)
(80)
Recoupment of prior year tax losses not brought to account
4,855
6,502
Fair value gains on equity investment
-
1,192
Recognition of deferred tax on previously unrecognised tax losses
6,565
2,603
Recognition/(derecognition) of deferred tax on temporary differences
202
(2,538)
Total income tax benefit
3,347
3,552
Amount reported directly in other comprehensive income and equity
Deferred tax related to items recognised in equity during the period
-
-
Income tax benefit reported in equity
-
-
4. Income tax
(a) Income tax benefit
Major components of income tax benefit for the year ended 30 June 2024 and 30 June 2023:
(b) Reconciliation of income tax benefit and prima facie tax:
(c) Deferred income tax assets and liabilities:
2024
2023
Statement
of financial
position
Statement of
comprehensive
income
Other
comprehensive
income and equity
Statement of
financial
position
Statement of
comprehensive
income
Other
comprehensive
income and equity
Net deferred tax assets
$000
$000
$000
$000
$000
$000
Commission Payable
17,723
(7,808)
-
25,531
24,771
-
Lease liabilities
9,462
(606)
-
10,068
9,936
-
Tax losses
9,168
6,565
-
2,603
2,603
-
Provisions & accruals
3,468
346
-
3,122
(3,117)
-
Fixed assets
1,111
(5,808)
-
6,919
2,181
-
Software intangibles
3,426
2,348
-
1,078
1,294
-
Financial investments
669
45
-
624
529
-
Other
369
(1,280)
-
1,649
1,130
-
Right-of-use assets
(7,089)
814
-
(7,903)
(8,622)
-
Customer relationships intangible
(18,422)
8,731
-
(27,153)
(27,153)
-
Total
19,885
3,347
-
16,538
3,552
-
Net deferred tax assets relate to temporary differences up to $19,885,000 (tax effected) as at 30 June 2024 (June 2023: $16,538,000).
In addition, approximately $10,458,000 (tax effected) of unused tax losses, R&D credits and temporary differences have not been
recognised as an asset at balance date (June 2023: $22,065,000).
Notes to the financial statements (continued)
For the year ended 30 June 2024
2024
$000
2023
$000
Cash at bank
50,771
42,603
50,771
42,603
2024
$000
2023
$000
Reconciliation of profit after tax to net cash flows from operations
Profit after income tax
25,705
6,013
Adjustments for:
Remeasurement of commission payable to Bendigo Bank
(17,324)
-
Depreciation and amortisation
40,890
36,355
Impairment of intangible assets
18,755
111
Lending losses
4,293
2,880
Share-based payments expense
3,862
11,165
Other interest expenses
1,451
2,988
Share of losses from associates
1,063
131
Impairment of right-of-use asset
235
1,184
Fair value loss on loans
116
1,697
Fair value gain on equity instrument
-
(3,974)
Income tax benefit
(3,347)
(3,552)
Remediation provision release
-
(3,719)
Other
1,291
11
Changes in assets and liabilities:
Increase in trade, other receivables and other assets
(22,908)
(2,665)
Decrease/(increase) in loans1
6,792
(15,599)
Purchase of terminals
(25,829)
(16,031)
(Decrease)/Increase in deposits
(3,822)
9,431
Increase/(decrease) in trade and other payables
20,652
(7,485)
(Decrease)/increase in provisions
(113)
119
Net cash flow from operating activities
51,762
19,060
5. Cash and cash equivalents
1 Movement in loans balances excludes adjustments for write offs and fair value adjustments.
2024
$000
2023
$000
Term deposits
10,101
-
Deposits pledged as collateral
16,286
15,779
26,387
15,779
6. Due from other financial institutions
Includes term deposits with maturities greater than three months from the date of acquisition and deposits pledged to counterparties as
collateral. Refer to Note 20 for details of deposits pledged as collateral.
Year ended 30 June 2024 | 127
128 | Annual Report 2024
FINANCIAL STATEMENTS
2024
$000
2023
$000
Scheme and other receivables1
28,314
5,165
Merchant acquiring fees
15,865
14,375
Insurance receivable2
-
5,820
44,179
25,360
Current
2024
$000
2023
$000
Loans (net of unearned fees)
36,677
43,765
Non-current
Loans (net of unearned fees)
2,648
6,761
39,325
50,526
7. Trade and other receivables
8. Loans
The Group’s ageing of trade and other receivables are as follows:
Total
Total
$000
Current
$000
1-30 days
$000
31-60 days
$000
61-90 days
$000
> 90 days
$000
Expected
credit losses
$000
Carrying value 2024
44,179
44,223
-
-
-
-
(44)
Carrying value 2023
25,360
25,290
111
-
-
-
(41)
9. Leases
Group as lessee – property lease
The Group holds a lease for the Group’s headquarters. The lease has a non-cancellable period of 8 years ending in January 2031 with an
option to renew for a further 5 years. As it is not reasonably certain that the option to renew will be exercised, the extension period has
not been recognised. In May 2024, the Group entered into a lease for an office in Melbourne. The lease has a non-cancellable period of
5 years ending in June 2029 with an option to renew for a further 3 years. As it is not reasonably certain that the option to renew will be
exercised, the extension period has not been recognised.
The right-of-use asset for the Group’s headquarters was impaired during the year as the cost of an unoccupied level of the leased office is
not expected to be recovered through operations. An impairment expense of $235,000 was recognised in the Consolidated Statement of
Comprehensive Income (June 2023: $1,184,000).
The Group had total cash outflow for leases of $4,394,000 in 2024 (June 2023: $1,897,000). The Group also has additional short-term
leases for offices in Bendigo and Melbourne, and a warehouse in Sydney.
Set out below are the carrying amounts of the Group’s right-of-use assets and lease liabilities in the Statements of Financial Position and
the movements during the year:
Income from loans comprises interest income of $12,625,000 (June 2023: $11,059,000), fair value loss of $116,000 (June 2023: loss of
$1,697,000) and net lending loss of $4,293,000 (June 2023: net lending loss of $2,880,000).
1 Scheme receivables are presented net of merchant payables in line with the Group’s accounting policy disclosed in Note 1.
2 The insurance receivable from June 2023 relates to the insurance recovery associated with the settlement of the class action (Note 16) and other insurance
recoveries relating to the terminal connectivity issue in January 2021 (Note 2). The funds were received in August 2023 and May 2024 respectively.
Notes to the financial statements (continued)
For the year ended 30 June 2024
As at 1 July 2022
31,158
33,993
Depreciation expense
(3,630)
-
Impairment expense
(1,184)
-
Interest expense
-
1,465
Payments
-
(1,897)
As at 30 June 2023
26,344
33,561
Lease liabilities – Maturity analysis
Contractual undiscounted cash flows
2024
$000
2023
$000
Within one year
4,906
4,394
After one year but not more than five years
22,219
20,126
More than five years
9,380
15,227
Total undiscounted lease liabilities
36,505
39,747
Right-of-use assets
$000
Lease liabilities
$000
As at 1 July 2023
26,344
33,561
Additions
1,029
988
Depreciation expense
(3,508)
-
Impairment expense
(235)
-
Interest expense
-
1,386
Payments
-
(4,394)
As at 30 June 2024
23,630
31,541
Current
2024
$000
2023
$000
Lease liability
4,797
4,394
Non-current
Lease liability
26,744
29,167
Total lease liabilities
31,541
33,561
Extension options not expected to be exercised
2024
$000
2023
$000
More than five years
50,341
49,388
Total
50,341
49,388
9. Leases (continued)
Future rental payments
Set out below are the undiscounted future rental payments relating to periods following the exercise date of extension and termination
options. These amounts are not included in the lease liability and would be payable should those options be exercised:
2024
$000
2023
$000
Depreciation expense of right-of-use assets
(3,508)
(3,630)
Interest expense on lease liabilities
(1,386)
(1,465)
Impairment on right-of-use asset
(235)
(1,184)
Rent expense on short-term leases
(292)
(114)
Total amount recognised in the statement of comprehensive income
(5,421)
(6,393)
The amounts recognised in the Statements of Comprehensive Income are as follows:
Year ended 30 June 2024 | 129
130 | Annual Report 2024
FINANCIAL STATEMENTS
Investment in Paypa Plane
2024
$000
2023
$000
Percentage ownership interest
11.0%
11.0%
Current assets
1,742
7,995
Non-current assets
1,582
4,506
Current liabilities
(590)
(514)
Non-current liabilities
(500)
(739)
Net assets (100%)
2,234
11,248
Group's share of net assets
246
1,236
Carrying amount of interest in associate1
748
1,811
Revenue
2,443
718
Loss from continuing operations
(7,905)
(7,006)
Total comprehensive loss
(7,905)
(7,006)
Group's share of total comprehensive (loss)/income2
(1,063)
329
Current
2024
$000
2023
$000
Bonds
24,608
15,452
24,608
15,452
Non-current
Bonds
63,276
55,098
Equity investments
3,958
3,974
67,234
59,072
Investment in associates
2024
$000
2023
$000
Axis IP Pty Ltd (Paypa Plane)
748
1,811
748
1,811
10. Financial investments
11. Investment in associates
Bonds have been classified between current and non-current based on maturity date. The bonds are held for liquidity purposes and
qualify as eligible collateral for repurchase agreements with the Reserve Bank of Australia.
In prior year the equity investment held by Tyro related to meandu Australia holdings Pty Ltd (me&u), which is a leading hospitality
in-venue food ordering and payments app. During the period, me&u and Mr Yum Holdings Pty Ltd (Mr Yum) completed a merger. Mr Yum
is a mobile menu ordering and payment platform used by leading hospitality and entertainment venues for dine-in, pickup and delivery.
As a result of this merger, Tyro has received an equity investment in Mr Yum for its investment in me&u. Tyro has recognised a fair value
loss through Other Comprehensive Income (OCI) on disposal of the investment in me&u of $16,000.
1 The difference between the carrying value of investments and the Group's share of net assets relates to intangible assets and goodwill not recognised
on the balance sheet of Paypa Plane. The investment in Paypa Plane was considered recoverable based on the value at the last equity raise completed in
February 2023.
2 A group’s share of total comprehensive loss on investment of $1,063,000 (June 2023: loss of $131,000) has been recognised in the Consolidated Statement
of Comprehensive Income in the year.
Paypa Plane is a payments technology business transforming scheduled payments. The investment in associate is initially recognised at
cost and subsequently increased or decreased by the Group’s share of Paypa Plane of net profit or loss after the acquisition date.
The following table summarises the financial information and results of Paypa Plane for the year ended 30 June 2024 and 30 June 2023.
Notes to the financial statements (continued)
For the year ended 30 June 2024
12. Property, plant and equipment
Reconciliation of net carrying amounts at the beginning and end of the year for the Group is as below:
Terminals
Terminals
$000
Furniture and
office equipment
$000
Computer
equipment
$000
Leasehold
improvements
$000
Total
$000
Year ended 30 June 2024
At 30 June 2023 net of
accumulated depreciation
31,079
197
2,511
8,998
42,785
Additions
26,346
16
756
36
27,154
Disposals
(202)
-
(32)
-
(234)
Depreciation for the year
(15,878)
(114)
(1,185)
(1,194)
(18,371)
At 30 June 2024 net
of accumulated depreciation
41,345
99
2,050
7,840
51,334
At 30 June 2024
Cost
114,125
2,724
12,689
10,409
139,947
Accumulated depreciation
(72,780)
(2,625)
(10,639)
(2,569)
(88,613)
Net carrying amount
41,345
99
2,050
7,840
51,334
Terminals
Terminals
$000
Furniture and
office equipment
$000
Computer
equipment
$000
Leasehold
improvements
$000
Total
$000
Year ended 30 June 2023
At 30 June 2022 net of
accumulated depreciation
27,909
339
3,198
10,006
41,452
Additions
16,031
3
563
161
16,758
Disposals
(116)
(24)
(29)
-
(169)
Depreciation for the year
(12,745)
(121)
(1,221)
(1,169)
(15,256)
At 30 June 2023 net
of accumulated depreciation
31,079
197
2,511
8,998
42,785
At 30 June 2023
Cost
89,585
2,708
12,142
10,374
114,809
Accumulated depreciation
(58,506)
(2,511)
(9,631)
(1,376)
(72,024)
Net carrying amount
31,079
197
2,511
8,998
42,785
Year ended 30 June 2024 | 131
132 | Annual Report 2024
FINANCIAL STATEMENTS
13. Intangible assets and goodwill
(a) Intangible assets
Reconciliation of net carrying amounts at the beginning and end of the year for the Group is as below:
Terminals
Software
$000
Customer
relationships
$000
Goodwill
$000
Total
$000
Year ended 30 June 2024
At 30 June 2023 net of accumulated
amortisation and impairment
22,267
90,548
13,687
126,502
Additions
9,036
-
-
9,036
Impairment expense
-
(18,755)
-
(18,755)
Amortisation for the year
(8,627)
(10,384)
-
(19,011)
At 30 June 2024 net of accumulated
amortisation and impairment
22,676
61,409
13,687
97,772
At 30 June 2024
Cost
42,153
114,913
13,687
170,753
Accumulated amortisation & impairment
(19,477)
(53,504)
-
(72,981)
Net carrying amount
22,676
61,409
13,687
97,772
Terminals
Software
$000
Customer
relationships
$000
Goodwill
$000
Total
$000
Year ended 30 June 2023
At 30 June 2022 net of accumulated
amortisation and impairment
16,149
102,197
13,687
132,033
Additions
12,073
-
-
12,073
Impairment expense
(111)
-
-
(111)
Disposals
(24)
-
-
(24)
Amortisation for the year
(5,820)
(11,649)
-
(17,469)
At 30 June 2023 net of accumulated
amortisation and impairment
22,267
90,548
13,687
126,502
At 30 June 2023
Cost
33,117
114,913
13,687
161,717
Accumulated amortisation & impairment
(10,850)
(24,365)
-
(35,215)
Net carrying amount
22,267
90,548
13,687
126,502
Impairment considerations
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of
impairment exists, the Group is required to make a formal estimate of the recoverable amount. Where the carrying value of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Notes to the financial statements (continued)
For the year ended 30 June 2024
13. Intangible assets and goodwill (continued)
(a) Intangible assets (continued)
Due to the presence of impairment indicators as at 31 December 2023, Management was required to perform an impairment assessment
of the Bendigo Alliance cash-generating unit (CGU) within the Payments operating segment. The recoverable amount of the Bendigo
Alliance CGU was determined using a value in use (VIU) calculation utilising discounted cash flow projections based on a detailed 3
year forecast, followed by an extrapolation of expected cash flows for the remaining 4 years. Based on the assessment, a recoverable
value of $6,058,000 was calculated and an impairment expense of $18,755,000 was identified against the Bendigo Alliance customer
relationships intangible asset within the CGU. The impairment was a result of a decrease in future discounted cash flows generated
from the Bendigo Alliance CGU following a drop in Transaction Value (TV) of 10.8% and a drop in Bendigo Alliance merchants by 16.5%
compared to December 2022. There were no indicators of impairment on the remaining CGUs.
Key assumptions
The cash flow projections require Management to make significant estimates and judgements. Each of the assumptions is subject to
significant judgement about future economic conditions and the ongoing development of the industries in which the CGUs operate.
Forecasted cash flows are risk-adjusted allowing for estimated changes in the business and the competitive trading environment.
Cash flow projections are based on forecast revenue growth arising from forecast TV for the Bendigo Alliance. The weighted average
cost of capital (WACC) applied to the cash flow projections was 12.5% which reflects the current market assessment of the time value of
money and the risks specific to the relevant segments in which the CGU operates.
(b) Goodwill
(i) Allocation of goodwill
The Group has allocated goodwill acquired through business combinations to the Tyro Health CGU. As the only CGU with a non-
amortising intangible asset, the Group determined the Tyro Health CGU to be the only CGU subject to an annual impairment test.
The Group performed its annual impairment test as at 30 June 2024.
The recoverable amount of the CGU is determined based on VIU calculations using discounted cash flow projections based on financial
budgets and forecasts covering a five-year period with an estimated terminal growth rate. The cash flows are discounted using a pre-tax
discount rate reflecting an estimate of the WACC.
The Group determined that the carrying amount of the CGU does not exceed the recoverable amount and therefore no impairment of
goodwill at 30 June 2024 has been recorded (June 2023: nil).
(ii) Key assumptions and sensitivity
The cash flow projections which are used in determining any impairment require Management to make significant estimates and
judgements. Each of the assumptions is subject to significant judgement about future economic conditions and the ongoing development
of industries in which the CGUs operate. Forecasted cashflows are risk-adjusted allowing for estimated changes in the business and the
competitive trading environment.
Cash flow projections during the forecast period are based on forecast revenue growth arising from increasing total TV for Tyro Health.
Forecast increases in gross margin and operating costs have been included to support the forecast growth in volumes. The pre-tax
discount rate applied to the cash flow projections was 12.5% (June 2023: 9.0%) which reflects a current market assessment of the time
value of money and the risks specific to the relevant segments in which the CGU operates. Terminal growth rate is 3.25% (June 2023:
3.25%) consistent with industry forecasts specific to the CGU.
The Group has completed sensitivity analysis over the Tyro Health CGU. The recoverable amount of the Tyro Health CGU is in excess of
the carrying amounts in the respective CGUs. Any reasonable adverse change in key assumptions will not lead to an impairment.
Tyro Health CGU
2024
$000
2023
$000
Goodwill
13,687
13,687
Total allocation of goodwill
13,687
13,687
Year ended 30 June 2024 | 133
134 | Annual Report 2024
FINANCIAL STATEMENTS
Certain option and right grants and any shares issued or allocated on the exercise of those options and rights may be subject to a trading
restriction for a minimum period based on the terms and conditions of each respective grant of options and rights.
Other relevant terms and conditions applicable to options and rights granted under the ESOP include:
• the term of each option or right grant ranges between a period of 1 to 10 years from the date of grant or vesting (as applicable) as provided
in the grant letter;
• each option or right entitles the holder to one ordinary fully paid share;
• all awards granted under the ESOP are equity-settled; and
• under the ESOP rules and subject to any requirements under law or the ASX listing rules, the Board, at its discretion, may determine that
options and rights held by an employee or Director do not lapse on cessation of employment or Directorship and that the relevant holder
of options or rights has additional time to exercise.
(b) Fair value of options under the ESOP
The fair value of each option is estimated on the date of grant using the Black-Scholes option valuation model.
A zero-dividend policy assumption is used for valuing all option grants. This is in line with the Group’s capital management policy and
growth strategy.
Expected volatility used is the historical volatility of the Company’s estimated peer group. The expected volatility reflects the assumption
that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.
There were 255,042 options exercised during the year ended 30 June 2024 (June 2023: 1,762,101) and an additional 35,493 options exercised
from 30 June 2024 up to the date of the report.
The weighted average remaining contractual life for share options outstanding as at 30 June 2024 was 2 years (June 2023: 2 years).
The following table summarises further details of the Company’s share options outstanding at 30 June 2024:
14. Share-based payments
The Group provides benefits to employees (including Key Management Personnel (KMP)) from time to time including share-based payments as
remuneration for service. Additionally, the Company provides share-based payments to other stakeholders as part of contractual agreements.
(a) Employee Share Option Plan
The Employee Share Option Plan (ESOP) was established to grant options and rights over ordinary shares in the Company to employees or
Directors who provide services to the Group.
Options and rights granted pursuant to the ESOP may be exercised, in whole or part, subject to vesting terms and conditions as
indicated below:
Type of Option
Vesting Terms and Conditions
Monthly linear vesting schedule
Options and rights granted will vest in proportion to the time that passes linearly during the vesting
schedule, subject to the terms and conditions of each grant during the vesting period. The options and
rights generally vest in equal amounts each month over the vesting period.
Annual linear vesting schedule
Options and rights vest similarly to the monthly linear vesting schedule, except they vest in equal
amounts annually over the vesting period.
Performance linear vesting schedule
Options and rights vest in equal amounts annually over the vesting period and are also subject to
performance criteria.
Performance single vesting schedule
Options and rights vest on a single vesting date and are also subject to performance criteria.
Number of outstanding options
Exercise
price
Grant
date
Contractual
life
Vesting
conditions
Jun 2024
Jun 2023
As at date
of report
149 cents
02-Nov-16
7 years
5 year monthly linear vesting
-
2,397,909
-
162 cents
03-Apr-17
7 years
5 year monthly linear vesting
-
40,000
-
0 cents
31-Dec-18
6 years
5 year annual linear vesting
217,135
365,473
151,705
176 cents
19-Dec-18
5.6 years
5 year monthly linear vesting
250,000
300,000
250,000
176 cents
01-Feb-18
6 years
5 year monthly linear vesting
-
2,230,145
-
0 cents
01-Apr-19
6 years
5 year annual linear vesting
12,858
55,716
12,858
150 cents
01-May-19
7 years
4 year annual vesting, plus performance criteria
-
1,468,599
-
179 cents
01-Oct-19
7 years
4 year annual vesting, plus performance criteria
1,581,050
1,850,147
1,581,050
0 cents
01-Sep-19
6 years
5 year annual linear vesting
244,746
407,450
239,964
Total
2,305,789
9,115,439
2,235,577
Notes to the financial statements (continued)
For the year ended 30 June 2024
The following table illustrates the number and weighted average exercise prices (WAEP) in cents and movements of share options during
the year:
14. Share-based payments (coninued)
(b) Fair value of options under the ESOP (continued)
Terminals
2024
number
2024
WAEP (cents)
2023
number
2023
WAEP (cents)
Monthly linear and annual linear vesting
Opening
5,796,693
140
11,284,622
126
Granted
-
-
-
-
Exercised
(255,042)
-
(1,762,101)
35
Forfeited or expired
(4,816,912)
159
(3,725,828)
149
Total outstanding at the end of the financial year
724,739
61
5,796,693
140
Total exercisable at the end of the financial year
630,841
70
5,374,024
150
Performance based vesting
Opening
3,318,746
166
10,479,952
165
Granted
-
-
-
-
Exercised
-
-
-
-
Forfeited or expired
(1,737,696)
154
(7,161,206)
165
Total outstanding at the end of the financial year
1,581,050
179
3,318,746
166
Total exercisable at the end of the financial year
1,185,789
179
-
-
Total outstanding share options at the end of the financial year
2,305,789
9,115,439
Total exercisable share options at the end of the financial year
1,816,630
5,374,024
(c) Performance rights, service rights, remuneration sacrifice rights and rights to shares under other contractual arrangements
During the year, the Company granted 8,128,699 (June 2023: 7,310,724) service and performance rights as part of the short and long-term
incentive arrangements and 469,697 (June 2023: nil) remuneration sacrifice rights as part of an equity incentive arrangement.
The following model inputs were used in the Black-Scholes valuation model to determine the fair value:
One-off Grant (Head of Financial
Planning & Pricing)2
One-off
Grant (CGO)2
One-off
Grant (CPO)
Grant date
Mar-23
Apr-23
Aug-23
Vesting period
1 year with 2 equal tranches vesting
after 3 and 12 months from grant date
2 years with 2 equal
yearly tranches
2 years with 2 equal
yearly tranches
Expiry date
Employment
conditions apply
Employment
conditions apply
Employment
conditions apply
Share price at grant date ($)1
$1.49
$1.09
$1.38
Dividend yield (%)
0%
0%
0%
Expected volatility (%)
N/A
N/A
N/A
Risk-free interest rate (%)
N/A
N/A
N/A
Year ended 30 June 2024 | 135
136 | Annual Report 2024
FINANCIAL STATEMENTS
2024
number
2024
WAEP (cents)
2023
number
2023
WAEP (cents)
Opening
13,113,235
-
9,535,747
-
Granted
8,598,396
-
7,310,724
-
Exercised
(3,411,574)
-
(1,374,464)
-
Forfeited or expired
(1,416,263)
-
(2,358,772)
-
Total outstanding at the end of the financial year
16,883,794
-
13,113,235
-
Total exercisable at the end of the financial year
4,185,981
-
2,783,331
-
FY23 Service
Rights (long-term)
FY23 Service
Rights (short-term)
FY24 LTI
Performance Rights
Grant date
Nov-23
Nov-23
Dec-23
Vesting period
4 years
1 year with 12 equal
monthly tranches
3 years
Expiry date
Nov-37
Nov-35
Employment
conditions apply
Share price at grant date ($)1
$1.22
$1.22
$1.14
Dividend yield (%)
0%
0%
0%
Expected volatility (%)
N/A
N/A
N/A
Risk-free interest rate (%)
N/A
N/A
N/A
FY21 LTI
Performance Rights3
FY23
Directors RSU2
FY24
Directors RSU
Grant date
Sept-23
Nov-22
Nov-23
Vesting period
None
Target conversion date –
post publication of
full-year results
Target conversion date –
post publication of
full-year results
Expiry date
Employment
conditions apply
Employment
conditions apply
Employment
conditions apply
Share price at grant date ($)1
$3.15
$1.49
$1.03
Dividend yield (%)
0%
0%
0%
Expected volatility (%)
N/A
N/A
N/A
Risk-free interest rate (%)
N/A
N/A
N/A
1 The Company considers the listed share price near grant date, when determining fair value.
2 Awards were granted during the year ended 30 June 2023 and were issued during the year ended 30 June 2024.
3 FY21 LTI Performance Rights were additional rights granted during the year ended 30 June 2021 and were issued during the year ended 30 June 2024,
performance conditions reached above 100% of target.
Notes to the financial statements (continued)
For the year ended 30 June 2024
14. Share-based payments (continued)
(c) Performance rights, service rights, remuneration sacrifice rights and rights to shares under other contractual arrangements (continued)
The deposits are at call, earn daily interest with rates that increase for every dollar held for longer than 30 days, 60 days and 90 days.
Term deposits are held by merchants for a range of up to 365 days. Deposits and Term Deposits are guaranteed by Financial Claims
Scheme (FCS) of up to $250,000 per account-holder per authorised deposit-taking institution (ADI).
15. Deposits
16. Trade and other payables
2024
$000
2023
$000
Deposits
74,169
70,667
Term deposits
14,713
22,037
88,882
92,704
2024
$000
2023
$000
Current
Scheme fees, commissions and other accruals
23,655
16,986
Commissions payable to Bendigo Bank
9,045
9,653
Accounts payable
1,015
3,475
Clearing account and other liabilities
31,054
7,917
Class action settlement1
-
5,000
64,769
43,031
Non-current
Commissions payable to Bendigo Bank
49,986
75,396
49,986
75,396
1 The class action settlement was the amount payable by Tyro in accordance with the Court approved settlement of the class action relating to the terminal
connectivity issue in January 2021. The amount was paid in August 2023.
Commissions payable to Bendigo Bank
The Group has an alliance with Bendigo and Adelaide Bank for merchant acquiring services, known as the Bendigo Alliance. As part of the
Alliance, Bendigo Bank agreed to transfer existing and refer potential customers to the Group for the provision of a co-branded merchant
acquiring service. In return, Bendigo Bank received upfront consideration and receives an ongoing commission from existing and newly
referred Bendigo Bank business customers who use the Group’s merchant acquiring services.
The present value of the commission payable on existing customer network and future rollouts includes an amount guaranteed by the
Group and an additional variable amount based on revenue achieved as follows:
Key assumptions in respect of estimating the variable amount can be found in Note 1(d).
During the year the Group has remeasured the commission payable to Bendigo Bank by $17,324,000 (June 2023: nil). The decrease in
commission payable reflects the decrease in gross margin expected to be received in future years driven by lower future transaction
volumes. This was recognised within ‘Gain on Financial Instruments’ in the Consolidated Statement of Comprehensive Income.
2024
$000
2023
$000
Guaranteed amount
9,045
18,793
Variable amount
49,986
66,256
59,031
85,049
Year ended 30 June 2024 | 137
138 | Annual Report 2024
FINANCIAL STATEMENTS
Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends when declared and in the event of winding up of the Company to participate in the
proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on ordinary shares held. Ordinary shares
entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. All issued share capital is paid up in full.
1 The make good provision is for the expected costs of restoring the office space of the office leases to its original condition at the
conclusion of the lease.
2 Other provisions relates to amounts payable to suppliers and merchants based on expected costs to be incurred.
1 Limited recourse loan proceeds from Medipass option holders in exchange of Tyro shares that are being held in escrow as part of the
acquisition on 31 May 2021.
18. Contributed equity and reserves
(i) Movement in ordinary shares on issue
Number
of shares
$000
At 1 July 2022
517,721,085
278,798
Share options and rights exercised
3,136,565
624
At 30 June 2023
520,587,650
279,422
At 1 July 2023
520,857,681
279,422
Share options and rights exercised
3,666,616
-
Proceeds relating to options exercised in FY211
-
44
At 30 June 2024
524,524,266
279,466
2024
$000
2023
$000
Balance at the beginning of the year
(407)
(689)
Revaluation gain, net of tax
379
282
Transfer to accumulated losses
16
-
Balance at the end of the year
(12)
(407)
Terminals
Annual
Leave
$000
Long
Service Leave
$000
Make Good
Provision1
$000
Other
Provisions2
$000
Total
$000
Balance at 1 July 2023
5,372
2,350
565
374
8,661
Amounts provided/(utilised or
released) during the year
(462)
202
58
147
(55)
Balance at 30 June 2024
4,910
2,552
623
521
8,606
Current
4,910
1,501
-
521
6,932
Non-current
-
1,051
623
-
1,674
Balance at 30 June 2024
4,910
2,552
623
521
8,606
Notes to the financial statements (continued)
For the year ended 30 June 2024
17. Provisions
(ii) FVOCI reserve
The share-based payments reserve is used to record the value of share-based payments or benefits provided to any Directors or
employees as part of their remuneration or compensation, and share-based payments provided to other stakeholders as part of
contractual agreements.
The general reserve for credit losses has been created to satisfy APRA’s prudential standards for ADI’s as described in Note 1(w).
The Group applies an internal methodology to estimate the credit risk of its merchant customers and the maximum losses based
upon a number of assumptions concerning the performance of merchants in relation to the Group’s credit risk grading system and
actual experience.
18. Contributed equity and reserves (continued)
2024
$000
2023
$000
Balance at the beginning of the year
(161,058)
(166,283)
Profit attributable to shareholders of the Group
25,705
6,013
Transfer to general reserve for credit losses
688
(788)
Transfer from FVOCI reserve
(16)
-
Balance at the end of the year
(134,681)
(161,058)
2024
$000
2023
$000
Balance at the beginning of the year
54,725
43,560
Share-based payments expenses
3,862
11,165
Balance at the end of the year
58,587
54,725
2024
$000
2023
$000
Balance at the beginning of the year
5,002
4,214
Transfer from accumulated losses:
Movement in chargeback losses reserve
(559)
200
Movement in lending losses reserve
(129)
588
Balance at the end of the year
4,314
5,002
Total reserves at the end of the year
62,889
59,320
(iii) Share-based payments reserve
(iv) General reserve for credit losses
(v) Accumulated losses
Year ended 30 June 2024 | 139
140 | Annual Report 2024
FINANCIAL STATEMENTS
19. Financial risk management objectives, policies and processes
The Group’s principal financial instruments include cash and cash equivalents, deposits due from other financial institutions, trade and
other receivables, loans, financial investments, deposits, lease liabilities, trade payables and other liabilities.
(i) Risk management
The Board has responsibility for setting the Group’s strategy and the Risk Management Framework (RMF). The RMF includes the Risk
Management Strategy (RMS), the Risk Appetite Statement (RAS) and the Internal Capital Adequacy Assessment Process (ICAAP). The
RMS supports the Group in achieving its strategic priorities by clearly articulating the approach to managing risks aligned with the
material risk types that are consistent with the RAS. The CEO and Management team are responsible for implementing the RMS, and for
developing policies, controls, processes and procedures for identifying and managing risk.
Various management committees, including the Executive Risk Committee (ERC), the Pricing Committee (PriceCo) and the Asset and
Liability Management Committee (ALCO), ensure appropriate execution of the RMS is applied to the day-to-day operations and regularly
report to the Board Risk Committee (BRC).
(ii) Risk controls
Risks are identified, managed and controlled through the Risk and Control Self-Assessment (RCSA) process. The RCSA is an assessment
of key risks and controls which enable the business to understand its operational risk environment and facilitate decision-making,
prioritisation, allocation of resources and effective governance. Business risks are controlled within tolerance levels approved by the
Board through the RAS.
(iii) Internal audit
The Group has an independent and adequately resourced Internal Audit function. The Internal Audit function provides independent
assurance to the Board on the adequacy and effectiveness of the control environment and risk framework.
(iv) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its lending and
investing activities, including deposits with banks and financial institutions, foreign exchange transactions and financial investments
in bonds.
The maximum exposure to credit risk is represented by the carrying amounts of the financial assets at the reporting date. The Group’s
credit risk management framework outlines the core values which govern its credit risk-taking activities and reflect the priorities
established by the Board.
The framework is used to develop underwriting standards and credit procedures which define the operating processes. Ongoing
monitoring, reporting and review allows the Group to identify changes in credit quality at the client and portfolio levels and to take
corrective actions in a timely manner.
Credit losses from chargebacks
In addition, the Group is subject to the risk of merchant related losses via chargebacks. The maximum period the Group is potentially
liable for such chargebacks is up to 540 days after the latter of the transaction date or expected delivery date. The Group manages credit
risk associated with its merchant portfolio both at an individual and a portfolio level.
As part of equity, a General Reserve for Credit Losses (GRCL) is maintained to cover losses due to uncollectible chargebacks that have
not been specifically identified. The reserve is calculated based on internal methodology as described in Note 1(w). The Group does
not hold any credit derivatives or collateral to offset its credit exposure. The Group’s exposure to bad debts from chargebacks is not
significant at the reporting date.
Credit losses from loans
The Group is also subject to the risk of credit losses from its unsecured loan product. The Group manages this risk in accordance with
the Board approved Lending Credit Risk Policy. Responsibility for monitoring and management of this risk is delegated to the Chief Risk
Officer (CRO). The CRO is also responsible for ensuring the Lending Credit Risk Policy is reviewed regularly and submitted to the BRC for
endorsement and approval by the Board.
To manage the risk of credit losses, various underwriting criteria are in place before a loan can be offered. A merchant must satisfy the
onboarding requirements to be eligible for a loan offer, as well as providing a personal guarantee. Tyro only offers loans to merchants
with a Tyro EFTPOS terminal.
The Group maintains a GRCL to also cover credit losses estimated but not certain to arise over the full life of the loans as described
in Note 1(w).
Notes to the financial statements (continued)
For the year ended 30 June 2024
(v) Operational risk
Operational risk is the risk that arises from inadequate or failed internal processes and systems, human error or misconduct, or from
external events. It includes, amongst other things, fraud, technology risk, model risk and outsourcing risk.
The BRC is responsible for monitoring the operational risk profile, the performance of operational risk controls, and the development and
ongoing review of operational risk policies.
Standard & Poors
credit rating1
Cash and cash
equivalents
$000
Due from other financial
institutions
$000
Trade and other
receivables
$000
Loans
$000
Bonds
$000
AAA
42,482
-
272
-
-
AA+
-
-
-
-
-
AA
-
-
-
-
-
AA-
8,289
26,387
12,582
-
25,410
A+
-
-
1,060
-
23,991
A
-
-
-
-
12,050
A-
-
-
22
-
22,932
BBB+
-
-
1,006
-
-
unrated
-
-
29,237
39,325
3,501
50,771
26,387
44,179
39,325
87,884
Standard & Poors
credit rating1
Cash and cash
equivalents
$000
Due from other financial
institutions
$000
Trade and other
receivables
$000
Loans
$000
Bonds
$000
AAA
35,675
-
265
-
-
AA
-
-
-
-
-
AA-
6,928
15,779
9,694
-
33,376
A+
-
-
883
-
19,013
A
-
-
-
-
7,519
A-
-
-
-
-
-
BBB+
-
-
509
-
10,642
unrated
-
-
14,009
50,526
-
42,603
15,779
25,360
50,526
70,550
30 June 2024
30 June 2023
1 Long-term credit rating
19. Financial risk management objectives, policies and processes (continued)
(iv) Credit risk (continued)
Year ended 30 June 2024 | 141
This table summarises the Group's credit risk exposures as at reporting date:
142 | Annual Report 2024
FINANCIAL STATEMENTS
(vi) Market risk
Market risk is the potential loss of value or potential reduction in expected earnings resulting from movements in interest rates, foreign
exchange rates, commodity prices and other prices. The Group’s balance sheet activities expose the profit and loss to earnings volatility.
Ultimately, the aim of managing market risks is to stabilise earnings. Market risks comprise four types of risk: interest rate risk, foreign
currency risk, commodity price risk and other price risk, such as equity price risk. The Group does not engage in financial market trading
activities nor assume any foreign exchange, interest rate or other derivative positions and does not have a trading book. The Group does
not undertake any hedging around the values of its financial instruments as any risk of loss is considered insignificant to the operations
of the Group at this stage.
Any bonds that the Group holds are for investment or liquidity purposes and held in the normal course of business in line with investment
and liquidity guidelines.
Each component of market risk is detailed below as follows:
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group has exposure to interest rate risk primarily on its variable interest-bearing cash and cash equivalent balances,
term deposits, bonds, loans and variable deposits (bank accounts for businesses).
Interest rate sensitivity analysis
The following demonstrates the sensitivity to a reasonably possible change in interest rates. With all other variables held constant, the
profit is affected as follows:
An increase of 100 basis points for 12 months in the general cash rate (assuming other factors remain constant) will increase the Group’s
profit and increase equity by $808,000 (June 2023: $607,000). A decrease of 100 basis points in the general cash rate will decrease the
Group’s profit and decrease equity by $808,000 (June 2023: $607,000).
The following table shows the Group’s financial assets and liabilities on which the interest rate sensitivity analysis has been performed.
30 June 2024
Variable
interest rate
$000
< 3 months
$000
Fixed interest rate
3 to 12 months
$000
> 1 year
$000
Total
$000
Financial assets
Cash and cash equivalents
50,771
-
-
-
50,771
Due from other
financial institutions
-
16,387
10,000
-
26,387
Loans
-
21,786
14,891
2,648
39,325
Bonds
68,819
-
-
19,065
87,884
119,590
38,173
24,891
21,713
204,367
Financial liabilities
Deposits
(74,169)
(14,458)
(255)
-
(88,882)
30 June 2023
Variable
interest rate
$000
< 3 months
$000
Fixed interest rate
3 to 12 months
$000
> 1 year
$000
Total
$000
Financial assets
Cash and cash equivalents
42,603
-
-
-
42,603
Due from other
financial institutions
-
13,818
1,961
-
15,779
Loans
-
26,075
17,690
6,761
50,526
Bonds
70,550
-
-
-
70,550
113,153
39,893
19,651
6,761
179,458
Financial liabilities
Deposits
(70,667)
(3,937)
(18,100)
-
(92,704)
Notes to the financial statements (continued)
For the year ended 30 June 2024
19. Financial risk management objectives, policies and processes (continued)
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates.
The Group is not exposed to foreign currency risk in the settlement of merchant transactions as all monies received and paid are in
Australian dollars. The Group’s settlement of fees with card schemes and the purchases of terminals and repairs from foreign suppliers
are transacted in foreign currencies at the exchange rate prevailing at the transaction date. At the reporting date the Group has US Dollar
exposures.
Foreign currency sensitivity analysis
The following demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rates, with all other variables
held constant:
An appreciation of 15% of the US dollar compared to the Australian dollar (assuming other factors remain constant), will increase both
the Group’s profit and equity by $161,000 (June 2023: $177,000). A depreciation of 15% of the US dollar compared to the Australian dollar
will reduce both the Group’s profit and equity by $218,000 (June 2023: $240,000).
The following table shows the financial assets and liabilities on which the foreign currency sensitivity analysis has been performed:
(iii) Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
conditions (other than those arising from interest rate risk or foreign currency risk), for example from changes in equity prices and
commodity prices.
(vii) Capital Management
The Group’s capital management objectives are to:
• maintain a sufficient level of capital above the regulatory minimum to provide a buffer against losses arising from unanticipated
events, and allow the Group to continue as a going concern; and
• ensure that capital management is closely aligned with the Group’s business and strategic objectives.
The Group manages capital adequacy according to the framework set out by the APRA Prudential Standards.
APRA determines minimum prudential capital ratios that must be held by all ADIs. Accordingly, the Group is required to maintain a
minimum prudential capital ratio on a Level 1 basis as determined by APRA.
The Board considers the Group’s strategy, financial performance objectives, and other factors relating to the efficient management of
capital in setting target ratios of capital above the regulatory required levels. These processes are formalised within the Group’s ICAAP.
The Group operates under the specific capital requirements set by APRA. The Group has satisfied its minimum capital requirements
throughout the 2024 financial year in the form of Tier 1 Capital which is the highest quality component of capital.
AUD 2024
$000
AUD 2023
$000
USD term deposit
USD
1,963
1,961
Trade payables
USD
(194)
(20)
19. Financial risk management objectives, policies and processes (continued)
(vi) Market risk (continued)
Year ended 30 June 2024 | 143
144 | Annual Report 2024
FINANCIAL STATEMENTS
(viii) Liquidity risk
The Group’s liquidity risk is the risk that the Group will have insufficient liquidity to meet its obligations as they fall due.
The Group manages this risk by the Board approved liquidity framework. Responsibility for liquidity management is delegated to the
Chief Financial Officer (CFO) and Chief Executive Officer (CEO). The CFO manages liquidity on a daily basis and submits regular reports
to ALCO and to the BRC. The CFO is also responsible for monitoring and managing capital planning. The capital plan outlines triggers for
additional funding should liquidity be required. The CRO provides oversight of the business’ adherence with the Liquidity Risk framework
and reports to the BRC. The liquidity risk management framework models the Group’s ability to fund under both normal conditions and
periods of stress. The capital plan and liquidity management are reviewed at least annually. At the reporting date, the Board of Directors
determined that there was sufficient cash available to meet its financial liabilities and anticipated expenditure.
Capital Adequacy
2024
$000
2023
$000
Tier 1 Capital
Common Equity Tier 1 Capital
Contributed capital
279,466
279,422
Accumulated losses & reserves
(78,783)
(107,293)
200,683
172,129
Regulatory adjustments to Common Equity Tier 1 Capital
Deferred tax assets in excess of deferred tax liabilities
(20,372)
(17,149)
Capitalised expenses
(22,676)
(20,686)
Goodwill and other intangible assets
(30,154)
(42,242)
Other adjustments
(4,811)
(5,784)
(78,013)
(85,861)
Common Equity Tier 1 Capital
122,670
86,268
Total Tier 1 Capital
122,670
86,268
Tier 2 Capital
General reserve for credit losses1
2,199
1,931
Total Tier 2 Capital
2,199
1,931
Total Capital
124,869
88,199
Total Risk Weighted Assets
193,477
169,904
Risk-based capital ratios
%
%
Common Equity Tier 1
63
51
Tier 1
63
51
Total Capital ratio
65
52
1 Standardised approach (to a maximum of 1.25% of total credit risk weighted assets).
Notes to the financial statements (continued)
For the year ended 30 June 2024
19. Financial risk management objectives, policies and processes (continued)
(vii) Capital Management (continued)
Maturity analysis
Amounts in the table below are based on the Group’s contractual undiscounted cash flows for the remaining contractual maturities.
Financial liabilities
(ix) Fair values
The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:
1 Amounts falling due after greater than one year include variable component of commissions payable to Bendigo and Adelaide Bank under the
Tyro-Bendigo Alliance.
Contractual cash flows (Amounts in $000)
Terminals
< 3 months
$000
> 3 to 6 months
$000
> 6 months to
12 months
$000
> 1 to 5 years
$000
> 5 years
$000
Total
$000
As at 30 June 2024
Variable rate deposits
(74,169)
-
-
-
-
(74,169)
Term deposits
(14,458)
(255)
-
-
-
(14,713)
Lease liabilities
(1,128)
(1,182)
(2,487)
(22,219)
(9,489)
(36,505)
Commissions payable
to Bendigo Bank1
(2,000)
(1,813)
(6,187)
(34,511)
(21,220)
(65,731)
Trade payables and other liabilities
(55,724)
-
-
-
-
(55,724)
(147,479)
(3,250)
(8,674)
(56,730)
(30,709)
(246,842)
As at 30 June 2023
Variable rate deposits
(70,667)
-
-
-
-
(70,667)
Term deposits
(4,087)
(4,663)
(13,138)
(149)
-
(22,037)
Lease liabilities
(1,069)
(1,069)
(2,256)
(20,126)
(15,227)
(39,747)
Commissions payable
to Bendigo Bank1
(2,440)
(2,468)
(5,004)
(44,691)
(39,915)
(94,518)
Trade payables and other liabilities
(33,378)
-
-
-
-
(33,378)
(111,641)
(8,200)
(20,398)
(64,966)
(55,142)
(260,347)
Level 1
The fair value is calculated using quoted prices in active markets.
Level 2
The fair value is estimated using inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
Level 3
The fair value is estimated using inputs for the asset or liability that are not based on observable
market data.
19. Financial risk management objectives, policies and processes (continued)
(viii) Liquidity risk (continued)
Quoted market price represents the fair value determined based on quoted prices in active markets as at the reporting date without any
deduction for transaction costs.
The table below shows the Group’s financial assets that are measured at fair value, or where not measured at fair value, their fair value
equivalent. Management has assessed that for other financial assets and liabilities not disclosed in the table below, due to their short-
term maturity or repricing profile, the carrying amount is an approximation of fair value.
Year ended 30 June 2024 | 145
146 | Annual Report 2024
FINANCIAL STATEMENTS
Bonds
The bonds invested in by the Group are of high credit quality. Bonds held by the Group have floating and fixed interest rates and have up
to five years maturity. The fair value of these bonds are obtained from an independent third-party pricing service that uses tradeable
prices and quotes from active markets
Loans
Loans are included in Level 3 due to one or more of the significant inputs used in determining the fair value being based on unobservable
inputs. To determine the fair value, an income valuation approach is used. This technique converts forecasted cash flows to a present
value amount (also known as a discounted cash flow method). Forecast cash flows are actuarially determined using predictive models
based partly on evidenced historical performance and expected repayment profiles.
The fair value model is periodically reviewed, tested and refined as needed.
The fair value of loans requires estimation of:
• the expected future cash flows;
• the expected timing of receipt of those cash flows; and
• discount rates derived from similar observed rates for comparable assets that are traded in the market.
The main inputs used in measuring the fair value of loans are as follows:
• loan balance – accepted principal and fee, outstanding principal and fee, and date of acceptance;
• annual settlement amount – forecasted total annual settlements for loan customers;
• current repayment percentage – percentage of daily settlements through the loan customers’ terminals that go towards
loan repayments;
• historical default and recovery information; and
• discount rates – market benchmarked discount rate which allows for a market level of default risk.
The unobservable pricing inputs which determine fair value are based on:
• the pricing of loans including adjustments for credit risk, with the risk adjustments ranging between 30% and 36%;
• historical data with respect to behavioural repayment patterns – generally ranging between 3 to 12 months; and
• default experience for loans deemed uncollectable and which are valued at Nil.
These inputs directly affect the fair value of the loans. A sensitivity of a change of 10% in the value ascribed to credit risk for loans to
merchants that are either not trading completely will have an impact of between negative $177,000 (June 2023: $112,000) and positive
$177,000 (June 2023: $112,000) to profit and loss.
Equity investments
The Group holds an investment in Mr Yum, which is held as a financial instrument as noted in Note 1 (m). The fair values of investments
that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business
on the reporting date. For investments with no active market, the fair values are determined using valuation techniques. Such techniques
include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially
the same; and discounted cash flow analysis, making as much use of available and supportable market data as possible and keeping
judgemental inputs to a minimum.
Transfer between categories
There were no transfers between Level 1, Level 2 or Level 3 during the financial year.
30 June 2024 ($000)
30 June 2023 ($000)
Financial Assets
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Bonds
87,884
-
-
87,884
70,550
-
-
70,550
Loans
-
-
39,325
39,325
-
-
50,526
50,526
Equity investment
-
-
3,958
3,958
-
-
3,974
3,974
87,884
-
43,283
131,167
70,550
-
54,500
125,050
Notes to the financial statements (continued)
For the year ended 30 June 2024
19. Financial risk management objectives, policies and processes (continued)
(ix) Fair values (continued)
20. Commitments and contingencies
(a) Commitments relating to BECS
The Group pays merchants through the Bulk Electronic Clearing System (BECS). As a result of BECS intra-day settlements which went live
in November 2013, all merchant settlements committed are processed on the same day.
(b) Contingent liabilities arising from commitments
Contingent liabilities arising from commitments are secured by way of standby letters of credit or bank guarantees as follows:
Contingent liabilities - secured
2024
$000
2023
$000
(i) Irrevocable standby letters of credit in favour of:
Mastercard International1
3,363
3,361
Visa International1
1,549
524
4,912
3,885
(ii) Bank Guarantees in favour of:
Bendigo and Adelaide Bank Limited2
6,000
6,000
Guarantees in relation to office leases3
4,874
4,893
National Australia Bank Limited (NAB) - Tyro Health4
500
1,000
11,374
11,893
Contingent liabilities - unsecured
NAB - Tyro Health letter of Indemnity4
2,000
-
2,000
-
1 Tyro has provided irrevocable standby letters of credit of $4,912,000 (June 2023: $3,885,000) secured through fixed charges over term deposits
with the Commonwealth Bank of Australia and Westpac Banking Corporation, to Mastercard International and Visa International. These are one-
year arrangements that are subject to automatic annual renewal. Mastercard International and Visa International, at their discretion, may increase
the required amounts of the standby letters of credit upon written request to the Group. The required amounts of the standby letters of credit are
dependent on Mastercard International’s and Visa International’s view of their risk exposure to the Group.
2 A bank guarantee in favour of Bendigo and Adelaide Bank Limited is held with Westpac Banking Corporation to mitigate the default risk created by
Bendigo settling funds to Alliance merchants that hold a settlement account with Bendigo ahead of funds receipt from Tyro.
3 The bank guarantee in relation to office leases disclosed in Note 9. The amount represents 6 months rent, outgoings and GST and is refundable on
expiry of the lease agreement, subject to satisfactory vacation of the leased premises.
4 A collateral of $500,000 (June 2023: $1,000,000) and Letter of Indemnity of $2,000,000 (June 2023: nil) in favour of NAB to enable early settlements
for health claims processed by Tyro Health Pty Ltd.
21. List of subsidiaries
1 Tyro Health Pty Ltd was renamed from Medipass Solutions Pty Ltd on 27 July 2023.
2 Medipass Solutions Limited was dissolved on 26 September 2023.
3 Tyro Payments (Ben Alliance) Pty Ltd was dissolved on 10 September 2023.
Principal place of business
Ownership interest
2024
2023
Parent entity
Tyro Payments Limited
Australia
Subsidiaries
Tyro Health Pty Ltd1 (formerly Medipass Solutions Pty Ltd)
Australia
100%
100%
Medipass Solutions Limited2
United Kingdom
-
100%
Tyro Payments (Ben Alliance) Pty Ltd3
Australia
-
100%
Year ended 30 June 2024 | 147
148 | Annual Report 2024
FINANCIAL STATEMENTS
22. Earnings per share
23. Auditor’s remuneration
1 This includes fees in the capacity as the appointed auditor under APRA’s APS 310 Audit and Audit Related Matters.
Earnings
2024
$000
2023
$000
Net profit attributable to ordinary shareholders used to calculate basic and diluted
earnings per share
25,705
6,013
2024
Number
2023
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
523,160,711
519,211,261
Shares issuable in relation to share options and rights
15,305,859
16,612,223
Weighted average number of potentially dilutive ordinary shares
538,466,570
535,823,484
2024
Cents
2023
Cents
Basic earnings per share
4.91
1.16
Diluted earnings per share
4.77
1.12
Amounts to Ernst & Young (Australia):
2024
$
2023
$
Fees for auditing the statutory financial reports1
452,500
440,000
Fees for other services - regulatory compliance and advisory
100,000
21,500
552,500
461,500
Basic earnings per share shows the earnings attributable to each ordinary share. It is calculated as the net earnings attributable to
ordinary shareholders divided by the weighted average number of ordinary shares in each year.
Diluted earnings per share shows the earnings attributable to each ordinary share if all the dilutive potential ordinary shares had been
ordinary shares. There are no discontinued operations within the Group.
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the
auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services disclosed above do not compromise the external auditor’s independence for the
following reasons:
• All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the
auditor; and
• None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly
sharing economic risks and rewards.
Notes to the financial statements (continued)
For the year ended 30 June 2024
24. Related party disclosures
1 Resigned as Chair and Non-executive Director on 1 March 2023.
2 Elected as Chair on 1 March 2023.
3 Resigned as Chief Executive Officer and Managing Director on 3 October 2022.
4 Appointed as Managing Director on 1 September 2023 and appointed as Chief Executive Officer on 3 October 2022.
2024
$
2023
$
Compensation of Key Management Personnel
Short-term benefits
2,869,733
3,032,583
Post employment benefits
164,765
141,711
Termination benefits
-
222,760
Long-term benefits (long service leave)
36,141
15,552
Share-based payments
2,178,235
2,770,675
Total
5,248,874
6,183,281
(a) Compensation of Key Management Personnel
The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to the following Key
Management Personnel.
Directors
Title
Appointed
David Thodey1
Chair and Independent Non-Executive Director
16 November 2018
Fiona Pak-Poy2
Chair and Independent Non-Executive Director
4 September 2019
Robbie Cooke3
Chief Executive Officer and Managing Director
18 October 2019
Jon Davey4
Chief Executive Officer and Managing Director
1 September 2023
David Fite
Independent Non-Executive Director
3 July 2018
Claire Hatton
Independent Non-Executive Director
5 January 2022
Aliza Knox
Independent Non-Executive Director
21 April 2021
Paul Rickard
Independent Non-Executive Director
28 August 2009
Shefali Roy
Independent Non-Executive Director
5 January 2022
Executives
Title
Appointed
Robbie Cooke3
Chief Executive Officer and Managing Director
23 March 2018
Jon Davey
Chief Executive Officer and Managing Director
3 October 2022
Prav Pala
Chief Financial Officer
20 October 2014
Steve Chapman
Chief Risk Officer
10 June 2021
Year ended 30 June 2024 | 149
150 | Annual Report 2024
FINANCIAL STATEMENTS
Interests held by Key Management Personnel
Share options and rights held by Key Management Personnel to purchase ordinary shares have the following expiry dates and
exercise prices.
During the year, 2,492,468 rights were granted to Key Management Personnel (June 2023: 2,468,162).
Refer to Note 20 for the commitments and contingencies of the parent.
Issue year
Expiry year
Exercise price ($)
2024 Number Outstanding
2023 Number Outstanding
FY17
FY24
$1.490
-
159,401
FY18
FY24
$1.760
-
375,000
FY19
FY25
-
28,572
57,144
FY19
FY26
$1.500
-
982,318
FY20
FY27
$1.790
802,827
802,827
FY21
FY33
-
2,159
2,159
FY21
No expiry date
-
-
66,801
FY22
FY34
-
315,976
315,976
FY22
No expiry date
-
438,745
438,745
FY23
FY33
-
750,000
750,000
FY23
FY35
-
75,428
75,428
FY23
No expiry date
-
1,642,734
1,642,734
FY24
FY36
-
274,159
-
FY24
FY38
-
283,514
-
FY24
No expiry date
-
1,612,839
-
25. Parent entity disclosures
2024
$000
2023
$000
Result of parent entity
Profit for the year
25,036
6,650
Other comprehensive income
379
282
Total comprehensive income for the year
25,415
6,932
Financial position of parent entity at year end
Current assets
183,727
148,641
Non-current assets
267,966
283,791
Total assets
451,693
432,432
Current liabilities
164,094
146,096
Non-current liabilities
78,404
106,462
Total liabilities
242,498
252,558
Net assets
209,195
179,874
Total equity of parent entity comprising of:
Contributed equity
279,466
279,422
Reserves
62,889
59,320
Accumulated losses
(133,160)
(158,868)
Total equity
209,195
179,874
Notes to the financial statements (continued)
For the year ended 30 June 2024
24. Related party disclosures (continued)
On 4 July 2024, the Group created the Tyro Employee Share Trust. The purpose of the trust is to acquire Tyro shares on-market to be held
within the trust for satisfying the Group’s share based payments compensation obligations.
On 31 July 2024, Tyro announced Prav Pala's resignation as Chief Financial Officer. The Group has appointed Emma Burke as replacement
Chief Financial Officer.
In the opinion of the Directors, other than the matters noted above, there have been no matters or circumstances which have arisen
between 30 June 2024 and the date of this report that have significantly affected or may significantly affect the operations of the Group,
the result of those operations or the state of affairs of the Group in subsequent financial years.
26. Matters subsequent to the end of the financial year
Year ended 30 June 2024 | 151
152 | Annual Report 2024
FINANCIAL STATEMENTS
Set out below is a list of entities that are consolidated by the Group while preparing consolidated financial statements at the end of the
financial year ended 30 June 2024.
Tax residency
Entity
name
Entity
type
Place
incorporated
or formed
% of share capital held directly
or indirectly by the Company
in the body corporate
Australian
or Foreign
resident
Jurisdiction
for Foreign
resident
Tyro Payments Ltd
Body corporate
Australia
N/A
Australian
N/A
Tyro Health Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Consolidated entity disclosure statement
For the year ended 30 June 2024
In the opinion of the Directors:
(a) The Consolidated Financial Statements and Notes of the Group set out on pages 106 to 151 are in accordance with the Corporations
Act 2001, including:
(i) Complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
(ii) Giving a true and fair view of the Group’s financial position as at 30 June 2024 and its performance for the financial year ended on
that date;
(b) The Consolidated entity disclosure statement as at 30 June 2024, required by section 295(3A) of the Corporations Act 2001, set out
on page 152 is true and correct;
(c) There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable;
(d) The remuneration disclosures set out in the Directors’ Report comply with Accounting Standard AASB 124 Related Party Disclosures
and the Corporations Regulations 2001; and
(e) The Financial Statements and Notes also comply with International Financial Reporting Standards as disclosed in the
Financial Statements.
The Directors have been given the declarations by the CEO & Managing Director and Chief Financial Officer required by Section 295A of
the Corporations Act 2001.
The declaration is made in accordance with a resolution of the Directors.
JON DAVEY
CEO and Managing Director
FIONA PAK-POY
Chair
Sydney, 26 August 2024
Directors’ Declaration
For the year ended 30 June 2024
Year ended 30 June 2024 | 153
154 | Annual Report 2024
INDEPENDENT AUDIT
REPORT TO THE
MEMBERS OF TYRO
PAYMENTS LIMITED
156 | Annual Report 2024
Year ended 30 June 2024 | 157
158 | Annual Report 2024
Year ended 30 June 2024 | 159
160 | Annual Report 2024
Year ended 30 June 2024 | 161
162 | Annual Report 2024
SHAREHOLDER
INFORMATION
The shareholder information set out below is based on the information recorded in the Tyro Payments Limited share register as at 31
July 2024.
Ordinary shares
Tyro has on issue 524,520,557 fully paid ordinary shares.
Voting rights
The voting rights attaching to each class of equity securities are set out below:
a. Ordinary shares – On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
b. Options and rights – No voting rights
Substantial shareholders
The following is a summary of the current substantial shareholders pursuant to notices lodged with the ASX in accordance with section
671B of the Corporations Act:
On-market buy-back
There is no current on-market buy-back in respect of Tyro’s ordinary shares.
Distribution of securities held
Analysis of number of ordinary shareholders by size of holding:
1 As disclosed in the last notice lodged with the ASX by the substantial shareholder
2 The percentage set out in the notice lodged with the ASX is based on the total issued share capital of Tyro at the date of interest
1 Ordinary shares include shares offered to employees under the Company’s incentive arrangements
Name
Date of
interest
Number of
ordinary shares1
% of issued
share capital2
Regal Funds Management Pty Ltd and its associates
4 April 2024
32,423,410
6.19%
Range
Ordinary shares1
%
No. of holders
%
100,001 and over
416,787,391
79.46%
233
1.40%
10,001 to 100,000
72,613,444
13.84%
2,632
15.84%
5,001 to 10,000
17,156,644
3.27%
2,253
13.56%
1,001 to 5,000
15,102,497
2.88%
5,742
34.55%
1 to 1,000
2,860,581
0.55%
5,761
34.66%
Total
524,520,557
100.00%
16,621
100.00%
Unmarketable parcels
951,721
0.18%
3,376
20.31%
Go Online to Manage Your Shareholding
Online share registry facility
Tyro offers shareholders the use of an online share registry facility through https://investorcentre.linkgroup.com to conduct standard
shareholding enquiries and transactions, including:
• update registered address;
• lodge or update banking details;
• notify Tax File Number / Australian Business Number;
• check current and previous shareholding balances; and
• appoint a proxy to vote at the Annual General Meeting.
Top 20 largest shareholders
Unquoted equity securities
Name
No. of securities
No. of holders
Performance Rights
16,570,720
637
Option expiring various dates: Ex various prices
250,000
4
Option Expiring 31-Aug-2025: Ex nil
242,056
109
Option Expiring 30-Dec-2025: Ex nil
197,040
51
Option Expiring 30-Sep-2026: Ex $1.79
1,581,050
11
Total
18,840,866
Name
Number of ordinary shares
% of issued share capital
1
CITICORP NOMINEES PTY LIMITED
83,682,707
15.95%
2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
80,468,255
15.34%
3
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
65,643,186
12.51%
4
MS DANITA RAE LOWES
18,028,582
3.44%
5
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
16,067,965
3.06%
6
UBS NOMINEES PTY LTD
16,054,421
3.06%
7
INVIA CUSTODIAN PTY LIMITED
10,657,608
2.03%
8
BNP PARIBAS NOMINEES PTY LTD
10,016,307
1.91%
9
NATIONAL NOMINEES LIMITED
8,930,805
1.70%
10
PACIFIC CUSTODIANS PTY LIMITED
5,613,899
1.07%
11
JASGO NOMINEES PTY LTD
4,560,726
0.87%
12
NEWECONOMY COM AU NOMINEES PTY LIMITED
4,055,139
0.77%
13
JH 7 PROPERTIES PTY LTD
3,272,728
0.62%
14
SOPHIA-KONSTANTINA FIONA STOLLMANN
3,261,237
0.62%
15
MR KENNETH JOSEPH HALL
3,250,000
0.62%
16
EUCLID CAPITAL PARTNERS LLC
2,425,000
0.46%
17
FINCLEAR SERVICES PTY LTD
2,194,859
0.42%
18
MR PAUL GORDON RICKARD
2,028,944
0.39%
19
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
2,016,084
0.38%
20
BNP PARIBAS NOMS PTY LTD
1,988,903
0.38%
Total
344,217,355
65.63%
Year ended 30 June 2024 | 163
CORPORATE DIRECTORY
Directors
Fiona Pak-Poy – Non-executive Director & Chair of the Board
Jon Davey – CEO & Managing Director
David Fite – Non-executive Director
Claire Hatton – Non-executive Director & Chair of People Committee
Aliza Knox – Non-executive Director
Shefali Roy – Non-executive Director
Paul Rickard – Non-executive Director & Chair of Audit Committee and Risk Committee
Director Profiles
Refer to profiles on pages 64 to 71.
Executive Leadership Team
Refer to profiles on pages 72 to 73.
Company Secretary
Jairan Amigh: jamigh@tyro.com
Investor Relations
Martyn Adlam: investorrelations@tyro.com
Media
Gemma Garkut: media@tyro.com
Auditor
EY Australia
200 George Street, Sydney
NSW, 2000, Australia
Registered and Principal
Administrative Office in Australia
Tyro Payments Limited
Level 18, 55 Market Street, Sydney
NSW, 2000, Australia
Phone: 1300 966 639
ABN: 49 103 575 042
Share Registry
Link Market Services Pty Limited
Level 12, 680 George Street, Sydney
NSW, 2000, Australia
Email: registrars@linkgroup.com
Phone: 1300 554 474
Fax: +61 2 9287 0303
To maintain or update your details online and enjoy full access to all your holdings and other valuable information,
simply visit https://investorcentre.linkgroup.com/login
Australian Securities Exchange (ASX) Listing
Tyro Payments Limited shares are listed on the ASX under the code TYR.
Tyro ASX Announcements
Details of all announcements released by Tyro Payments Limited can be found on our Investors page at
https://investors.tyro.com/investor-centre/
Tyro website
www.tyro.com
www.tyro.com