This annual report is printed on Ecostar Offset recycled silk paper which
comprises 60% recycled paper & FSC®certified pulp. This paper meets
ISO 14001 Environmental Accreditation standards. Waterco Limited
is pursuing reduction of its carbon footprint and embraces the new
technologies which make recycled paper available.
Waterco pioneers
reliable solutions for
healthy, safe water
environments.
WATERCO LIMITED | ANNUAL REPORT 2024
1
Contents | 2024
Company Profile
Group Consolidated Financial Highlights
Chief Executive Officer’s Review of
Operations
Board of Directors
Statement of Corporate Governance Practices
Directors’ Report
Auditor's Independence Declaration
Consolidated Financial Report
Shareholder Information
Corporate Directory
6
7
4
15
18
26
39
42
94
95
4
Waterco pioneers reliable solutions for healthy, safe water
environments, which are used in residential, commercial and
industrial applications in over 40 countries.
Established in 1981, it has since become a global brand recognised
for designing and manufacturing filtration and sanitisation
innovations for the swimming pool, spa, aquaculture, and water
purification sectors.
Company Profile
4
1
10
8
9
2
3
7
4
5
6
1.
CANADA
Boucherville,
Sales and Distribution.
2. USA
Augusta, Warehousing,
Sales and Distribution
3. UK
Kent,Warehosing,
Sales and Distribution
4. MALAYSIA
Kuala Lumpur,
Research and Development,
Manufacturing, Warehousing,
Sales and Distribution
5. SINGAPORE
Sales and Distribution
6. INDONESIA
Jakarta Warehousing, Sales
and Distribution
7. AUSTRALIA
Sydney(Head Office),
Brisbane, Melbourne,
Adelaide, Perth Research and
Development, Warehousing,
Sales and Distribution
8. NEW ZEALAND
Auckland Warehousing, Sales
and Distribution
9. CHINA
Guangzhou Chemicial
Packing, Warehousing, Sales
and Distribution Research and
Development
10. VIETNAM
Sales and Distribution
WATERCO LIMITED | ANNUAL REPORT 2024
5
Waterco’s advanced filtration and sanitisation solutions, backed by strong engineering capabilities
and robust manufacturing, have established our leadership in the water treatment industry, particularly
in high-demand commercial applications requiring consistent reliability and superior performance.
With a dedicated research and development team, Waterco has developed an award-winning range
of products. Our efficient manufacturing processes, including cutting-edge fibreglass winding and
innovative plastic moulding techniques, enable us to deliver high-quality solutions at exceptional
value.
Swimart is a market leading brand in the pool care industry
across Australia and New Zealand with over 40 years
experience. Swimart is focused on making pool care easy, with
66 retail stores and 6 mobile franchises across Australia and
New Zealand. Swimart provides its customers a great range,
service and advice through its highly trained and experienced
technicians focused on their pool care needs through its fleet of
over 250 Swimart service vans.
Davey is Australia’s leading manufacturer of residential and
commercial pumps, with a proud legacy spanning 90 years.
Founded in Australia, Davey has earned a trusted reputation
for delivering reliable, high-quality products. The brand is
also well-known for its long-standing, multi-generational
relationships with Australian dealers, further solidifying its
position as a dependable partner in the industry. Traditionally
focused on domestic water pumping, water treatment, and
swimming pool & spa markets, Davey has expanded its product
portfolio in recent years to encompass commercial pumping,
irrigation, and commercial pool markets, broadening its reach
and impact.
D E P E N D O N
WATER PRODUCTS
6
Financial Year Ended
2024
2023
2022
2021
2020
Operating revenue ($ million)
244.85
134.00
128.14
118.38
98.47
Sales revenue ($ million)
239.09
129.05
123.28
113.35
93.58
Earnings Before Interest and
Tax (EBIT) ($ million) from
continuing operations
22.10
14.50
15.17
9.40
4.83
Earnings Before Interest and
Tax (EBIT) ($ million) from
discontinued operations
-
-
-
-
17.92
EBIT (continuing operations)
/ Sales Revenue
9.2%
11.2%
12.3%
8.3%
5.2%
Profit before income tax from
continuing operations ($ million)
18.30
13.85
14.87
9.06
3.90
Profit/(loss) before income tax from
discontinued operations ($ million)
-
-
-
-
17.92
Net profit after tax ($ million)
13.85
10.80
11.57
12.70
17.56
Total assets ($ million)
257.77
167.95
157.65
135.40
146.21
Equity ($ million)
129.85
121.23
111.01
100.45
87.26
Basic Earnings per share from
continuing and discontinued operations 39.5 cents
30.7 cents 32.7 cents
35.6 cents
48.8 cents
Basic Earnings per share from
continuing operations
39.5 cents
30.7 cents 32.7 cents
35.6 cents
8.6 cents
Basic Earnings per share from
discontinued operations
-
-
-
- 40.2 cents
Dividends per share (Interim and Final)
15.0 cents
10.0 cents
8.0 cents
7.0 cents
5.0 cents
Net Tangible Assets per share
$3.66
$3.41
$3.10
$2.78
$2.43
Year-end share price
$5.36
$4.00
$3.60
$2.90
$2.55
Group Consolidated Financial Highlights
6
WATERCO LIMITED | ANNUAL REPORT 2024
7
Chief Executive Officer’s Review Of Operations
SOON SINN GOH
Chairman/Group CEO
YEAR IN REVIEW
It has been a transformational year for the Group, marked by several significant milestones that have
positioned us for sustained growth and long-term success. The acquisition of Davey Water Products
has been a catalyst for this transformation, significantly increasing both our revenue and earnings
potential. While we have a strong legacy of organic growth, the strategic addition of Davey marks a
powerful expansion that has further solidified our financial position.
Key highlights for the year include:
• Strategic acquisition of Davey Water Products with successful integration post acquisition.
• Improved earnings profile driven by expected revenue and cost synergies from combined Group.
• Sales Revenue growth of 85% to $239.1 million, including ten (10) months of Davey contribution.
• EBIT increased by 52% to $22.1 million.
• NPAT rose 28% to $13.9 million.
• EPS of 39.5 cents, up 29%.
• Total declared dividend increased 50% to 15 cents per share fully franked supported by a positive
outlook and successful integration of Davey.
Davey Acquisition
The acquisition of Davey from GUD Holdings has proven to be a strategic success, strengthening
our position in key markets. Waterco is a recognised leader in pool systems, filtration, and water
treatment, while Davey holds a dominant position in the manufacture of residential and commercial
pumps across Australia. Together, we have created a more diversified group with complementary
product strengths, unlocking synergies that extend our market reach, enhance revenue streams, and
improve margins.
Looking ahead, the integration of Davey is expected to continue delivering positive outcomes, with
further improvements in market penetration and operational efficiency. We are confident that this
acquisition positions us well for sustained long-term growth.
8
REVENUE AND PROFITABILITY
Waterco Limited (The Group) is pleased to report an increase in Sales for the year of 85% from
$129.05m to $239.09m.
Net Profit Before Tax (NPBT) increased 32% from $13.85m to $18.30m while Earnings Before
Interest and Tax (EBIT) increased 52% from $14.5m to $22.10m
A key driver for improvement in sales and profit was the integration of 10 months of Davey into the
Group. However, a weaker Australian Dollar and increase in input costs (mainly wages, freight and
energy costs) resulted in lower margins and higher overheads across the Waterco Core Business
YoY. With the inclusion of Davey (whose main market is ANZ), the Australian and New Zealand
Division, which accounts for a major portion of the Group’s profitability and sales, registered a
material increase in EBIT of 192%.
Our Swimart Division met expectations despite an increase in operating expenses in the current
year. Retail sales across the Swimart Franchise Network continued to grow despite interest
rates staying high and cost of living pressures. Additionally, we are starting to see momentum in
independent store conversion opportunities to the Swimart family and are confident of further
growth in that area.
FY24
FY23
DIVISIONAL EBIT
($000)
($000)
% Change
Australia and New Zealand
14,872
5,090
+192%
North America and Europe
3,216
2,950
+9%
Asia
4,009
6,458
-38%
Consolidated Reported EBIT
22,097
14,498
+52%
DIVISIONAL EBIT PERFORMANCE
The breakdown of EBIT contribution by division is as follows:
Chief Executive Officer’s Review Of Operations (continued)
8
WATERCO LIMITED | ANNUAL REPORT 2024
9
10
This year, Swimart has partnered with
Paramount Pools in New Zealand.
Paramount will be converting another
two locations to Swimart, which will
add to Swimart’s existing four retails
stores and two mobile operations
in New Zealand. Paramount has
two other outlets under a different
ownership structure which are not
converting at this stage.
AUSTRALIA AND NEW ZEALAND (ANZ)
The Australia and New Zealand (ANZ) Division now derives
its revenue predominantly from the domestic swimming
pool industry and the rural sector with the acquisition of
the Davey Business. In this market, the Group offers a wide
range of products, including chemicals for both rural and
swimming pool water treatment. The Group also owns the
Swimart franchise, which features 66 pool stores and 6
mobiles in Australia and New Zealand. The success of these
stores is built on more than three decades of experience,
during which the Group has developed an extremely good
understanding of the factors that drive consumer demand
in the after-market. Franchise partners benefit from a
programme that has been developed and improved on
in-house since 1983, when the first company-owned pool
shop was opened in Sydney. This has since grown into the
successful Swimart franchising retail system.
Davey does the majority of its distribution through it highly
successful and extensive Authorised Dealer Network, with a
strong presence in Regional Australia that normally would
be expensive to service from the metropolitan cities.
Steady growth in market share across the board has
underpinned the Division’s performance.
As has been well documented, this year presented some
challenges for the ANZ Market with operating costs
continuing to rise (wages, local freight and energy costs),
interest rates that continue to stay high despite many
predictions of rates cuts and a weaker Australian Dollar
combining to put pressure on margins for many businesses.
However, with improvements in sourcing of stock and
booking shipping lines (despite the tensions in Europe and
the Middle East) , the Group (excluding Davey) has managed
to achieve a reduction of 4% or $2m in inventory in FY24.
We are also buoyed by the ongoing savings being realised
as we look to finalise the Davey Integration.
NORTH AMERICA AND EUROPE
Waterco North America and Europe comprises the Group’s
operations in the USA, Canada, UK and France with the
addition of the Davey Business
This division recorded a increase in external sales of 37.6%
YoY with the addition of Davey France to the sector.
The North America and Europe Division recorded a healthy
9% increase in EBIT. However , even though margins are still
under pressure and input costs rising, the division continues
to make good progress in winning incremental market share.
Future growth will be accelerated with the addition of the
Davey Brand.
Swimart Frenchs Forest wins best
pool location
Swimart expands in NZ with Paramount
Pools
Swimart Frenchs Forest has been
awarded the prestigious SPASA Gold
Award for Best Single Pool Location
in Australia for 2024. This recognition
is a testament to the exceptional
service, expertise, and commitment to
customer satisfaction demonstrated
by the entire team at Swimart Frenchs
Forest.
WATERCO LIMITED | ANNUAL REPORT 2024
11
Zane celebrates 50 years
Davey celebrates 90 years
Zane Solar Systems, which celebrated
its 50th anniversary this year, consists
of a 38-strong dealer network
throughout Australia. These highly
skilled
and
trained
professionals
install solar, heat pump and gas pool
heating systems for both domestic
and commercial applications using
Zane's Gulfstream and Gulfpanel solar
absorber, Electroheat pool heat pumps
and Turbotemp gas pool heaters.
Founded in 1934 by Frank W. Davey
— an auto-electrical engineer who
opened a small shop in Victoria with
a staff of five — Davey has become an
iconic Australian brand best known
for engineering and manufacturing
dependable equipment relied upon
in challenging conditions. Celebrating
90 years of business is a significant
milestone for Davey as its marks nearly
a century of ingenuity, enthusiasm,
resilience, and innovation.
Waterco USA (WUSA): The US market is the largest in
the world. The Group has invested significantly in this
market, through start-up operations, as well as a substantial
acquisition of Baker Hydro in March 2005. Our operations in
Augusta, Georgia, now distribute a wide range of filters and
assemble commercial pumps.
In June 2020, Waterco USA opened a small branch in Canada
(Distribution Waterco Canada or DWC) to service its local
customer base.
Overall, this entity recorded an outstanding increase in sales
of 9% during the year under review despite the number of
new pool constructions continuing to fall during the year
and cost of living pressures impacting on the US Market.
Waterco Europe (WEL): Waterco started operations in the
UK in 1999 and subsequently acquired the business of Lacron
Ltd in 2003. The renowned “Lacron” name is synonymous
with quality filters and, coupled with Waterco’s established
progressive manufacturing techniques, this has enabled
WEL to bring to the market filters of quality at acceptable
prices. Today, both Lacron and Waterco brands are well-
recognised as quality products in Europe. This recognition
continues, after manufacturing operations were transferred
to Malaysia and China, because the same high standards
were maintained.
Waterco Europe recorded an increase in sales of 12% during
the year despite a fall in the number new pools being built
and increased cost of living pressures on consumers. The
company’s margins were under pressure as the company
recovered the drop in sales of FY23. This Entity continues
to reinforce its interest in commercial filters of high pressure
ratings developed for water treatment, in particular, as pre-
filtration for seawater desalination. The Group’s ability to
manufacture filters of such pressure ratings from composites
provides an opportunity to enhance our presence in a market
that has traditionally used steel to cope with such pressures.
ASIA
Waterco Far East in Malaysia (WFE): This Entity was born
out of Waterco’s familiarity with the Southeast Asian market.
WFE was initially a sales operation designed to service
Waterco Australia’s Southeast Asian customer base. In 1991
WFE added manufacturing operations to its undertakings in
Kuala Lumpur, Malaysia. As well as bringing the Group closer
to Southeast Asia markets, this also gave cost-efficiency in
our manufacturing operations. Since then, WFE has become
the principal manufacturing facility for the Waterco Group.
WFE continues to deliver robust new products to give the
Group a strong reputation and competitive edge.
WFE
has
achieved
ISO9001:2008
certification,
the
internationally
recognised
standard
for
the
quality
management of businesses, and demonstrates the existence
of an effective and well-designed quality management
12
As the exclusive distributor of
LiqTech advanced silicon carbide
filtration systems across Australia,
New Zealand, Papua New Guinea,
and the Pacific Islands, Waterco
continues to solidify its commitment
to environmental sustainability.
LiqTech's pioneering system has
received
widespread
industry
recognition, recently receiving both
Product of the Year and Innovative
Product
Gold
Medals
from
the
Swimming Pool and Spa Association
(SPASA).
Waterco continues to strengthen
its technological and sustainability
credentials by taking home 22 GOLD
medals at the 2024 SPASA Awards
of Excellence. The award-winners
included LiqTech; the eco-friendly
EnviroPro Dual Filtration System and
Waterco South Australia’s sales team.
system, which stands up to the rigours of an independent
external audit. A key criterion of this standard is that the
management system can provide confidence in creating
products that meet expectations and requirements.
Local sales in Malaysia fell by 22% in the current year
(reversing most of the FY23 Gains) with continuing political
uncertainty and cost pressures faced by the business
especially with the availability of foreign labour which has
not returned to Pre-Covid 19 Levels. The growth in the use of
robots (still at a relatively small scale) in the manufacturing
process has kept these wage increases to a moderate level.
The Entity’s capacity has been increased during the year and
will lead to greater efficiencies in the business and improved
financial performance in future years.
Both external demand (main source of the company’s
business) and weaker domestic demand have impacted
on the profitability of the business in FY24. However, this
has been offset to some degree by continued improved
efficiencies and reduced wastage.
The Group is also expanding its global footprint. In 2023,
the company opened a branch in Vietnam to tap into the
growing demand for its products.
Vietnam has seen a rapid growth in its middle class in recent
years, and this has led to an increased demand for luxury
goods and services, including swimming pools. The country
is also a popular tourist destination, and many hotels and
resorts are investing in swimming pools to attract visitors.
The Group believes that there is a significant opportunity for
growth in the Vietnamese market. The company's decision
to open a branch in Vietnam is a strategic move that will help
Waterco to better serve its customers in the region.
Waterco Guangzhou (WGZ): Commenced operations in
2000, delivering advantages of low operational costs and a
foothold into the huge China market. The manufacturing of
filters primarily for the European and the Australian markets
has been relocated to Malaysia, leaving this entity to focus on
the development of commercial heat pumps and to improve
marketing of pool equipment to the commercial pool market
in China. External sales for the current year were down 10% on
last year with continuing the economic challenges facing the
Country with a further decline in the Construction Industry,
general slow-down in consumption and growth across the
Country and unemployment (especially among the youth)
increasing.
Waterco International in Singapore (WI): This Entity focuses
on sales in Asian countries, other than Malaysia and China,
where we have our own trading entities. WI also provides
technical assistance to our Indonesian entity and has been
able to contribute to the growth of the latter. WI achieved a
small drop of 5% in external sales reflecting weaker overall
demand in the region.
LiqTech wins product of the year
Pool industry awards
WATERCO LIMITED | ANNUAL REPORT 2024
13
Waterco's IoT connected heat pumps
offer pool owners enhanced control,
efficiency, and convenience for their
swimming
pools.
By
leveraging
the power of technology, Waterco
continues to invest in IoT-connected
swimming pool products, ensuring
a seamless and smart swimming
experience
for
our
customers.
Waterco’s roadmap for connected
products
includes
expansion
of
its range of IoT-enabled devices
and
integrating
them
into
a
comprehensive ecosystem for pool
management.
PRODUCT DEVELOPMENT AND MARKET EXPANSION
The Group is committed to staying at the forefront of
the industry through continuous investment in product
innovation and research and development (R&D).
In recent years, the Group has made significant progress
in developing new technologies for swimming pools. The
company's latest innovation is an IoT platform that enables
homeowners and pool service technicians to obtain essential
data about swimming pools remotely.
The IoT platform was developed by a team of specialized
software engineers and cloud architects over the past four
years. It includes a WiFi board that can be customized and
adapted to different equipment, new production tools,
a robust device registry, and digital tools that simulate
production and real-world use.
The IoT platform secures device connections and data with
mutual authentication and end-to-end encryption. It also
includes manufacturing and inventory tools to allow for device
commissioning, lifecycle management, unique configuration,
and QA processes during firmware deployment.
The Group expects the IoT platform to improve pool
management, reduce operating costs, and enhance the
customer experience.
The company's continued investment in product innovation
and R&D, as well as its expansion into new markets, is a
testament to Waterco's commitment to providing customers
with the best possible water treatment solutions.
DIVIDEND AND OUTLOOK
The results (Net Profit After Tax of $13.851m) was 28% above
last year
Waterco’s new IoT-connected heat
pumps
FY24
FY23
% change
NET PROFIT FOR THE
YEAR (AFTER TAX)
($000) ($000)
Profit before income tax
expense
18,302
13,853
+32%
Income tax expense/
(benefit)
4,451
3,048
Net Profit for the year
13,851
10,805
+28%
14
The Board will provide a profit guidance at a later stage for the financial year ending 30 June 2025,
as more information becomes available.
Waterco declares a final dividend payment of 8 cents per share, payable to shareholders on 15
November 2024. With an interim dividend of 7 cents per share, declared after the announcement of
the Half-Year results, this brings the total dividend for year to 15 cents per share compared with 10
cents in the previous financial year.
EVENTS AFTER BALANCE DATE
On 17 July 2024, the company announced a ninth share buyback of $1,000,000 worth of shares
(approximately 196,078 shares) commencing on 18 July 2024 and ending on 30 June 2025 (or earlier
if the $1,000,000 is purchased before then).
On 28 August 2024, Waterco declared a final dividend payment of 8 cents per share, payable to
shareholders on 15 November 2024.
There were no other post Balance Date Events.
WATERCO LIMITED | ANNUAL REPORT 2024
15
Board of Directors
Mr. Goh is the founder of Waterco Limited. He has been a member of
the Board since the Company’s incorporation in February 1981. Prior to
the inception of Waterco, he was the Managing Director of a company
specialising in the construction of water and sewage treatment facilities. His
accounting and financial management academic training combined with
understanding of the technical aspects of the water treatment industry is
an important contributing factor to the success of Waterco.
He held no other listed company directorships during the past three
financial years.
SOON SINN GOH - B COM FCPA
Chairman/Group CEO
Dr. Hunt was appointed to the Board as a Non-Executive Director in June
1998. He has held academic appointments as the Head of the Graduate
School of Business, Associate Dean of the Faculty of Business and Associate
Professor of Finance at the University of Technology, Sydney (UTS).
He has a doctorate from the Australian National University. Although Dr.
Hunt has written extensively on Australian financial markets (he is the
co-author of the text Australian Institutions and Markets, 8th Ed.), his
knowledge extends to the South East Asian region. He has been a regular
presenter of financial seminars in Hong Kong and Singapore for the UK
publishing and training company Euromoney.
Dr. Hunt is the Chairman of the Remuneration Committee and a member of
the Audit Committee.
He held no other listed company directorships during the past three
financial years.
BEN HUNT - PHD (ANU)
Non-Executive Director
Mr. Goh was appointed to the Board in June 2010.
As the Chief Operating Officer, Mr. Goh has overall responsibility for the
business operations in Australia and New Zealand.
Mr. Goh was on the board of directors of The Swimming Pool & Spa
Association of New South Wales Ltd (from February 2005 to February
2009), a non-profit organisation dedicated to maintaining and improving
standards within the industry for the betterment of consumers, pool
builders and suppliers.
He held no other listed company directorships during the past three
financial years.
BRYAN GOH - B ECON
Executive Director/Chief Operating Officer
WATERCO LIMITED | ANNUAL REPORT 2024
15
16
Board of Directors
Mr. Ling was appointed to the Board as a Non-Executive Director in May
2009. He holds a Bachelor of Commerce degree from the University of
Newcastle, Australia. He is a member of Chartered Accountants Australia
and New Zealand and the Malaysian Institute of Accountants. He has
experience in total logistics and corporate finance in capital markets. Mr.
Ling was formerly a Non-Executive Director, the Chairman of the Audit
Committee and a member of the Remuneration Committee of Tiong Nam
Logistics Holdings Berhad, a public company listed on Bursa Malaysia
(Malaysian Stock Exchange).
Mr. Ling was the Chairman of the Audit Committee and a member of the
Remuneration Committee of Waterco Limited up to 25 October 2023.
He held no other listed company directorships during the past three
financial years.
Mr Ling resigned as a director on 25 October 2023 at the conclusion of the
2023 Annual General Meeting.
(RICHARD) CHENG FAH LING - B COM CA
Non-Executive Director
16
Professor Raper was apointed to the Board as a Non-Executive Director in
April 2020. She holds a Bachelor of Engineering (Hons) and has a doctorate
from The University of New South Wales. She has held several academic
and non-academic appointments in Australia, the United States and the UK
as the Dean of Engineering at the University of Sydney, Head of Chemical
& Biological Engineering at University of Missouri in United States, Division
Director of Chemical, Bioengineering, Environmental Engineering and
Transport Systems at the National Science Foundation in United States
and Deputy Vice-Chancellor (Research & Innovation) at the University of
Wollongong. Her last appointment was Dean and Chief Executive Officer of
TEDI- London responsible for the development of a new start-up Engineering
Institution (from 2019 to 2023).
Professor Raper is a Fellow of the Australian Academy of Technology, a fellow
of the Australian Institute of Company Directors and an Honorary Fellow of
Engineers Australia.
Professor Raper is a member of the Remuneration Committee and the Audit
Committee of Waterco Limited.
She held no other listed company directorships during the past three financial
years.
JUDY RAPER AM, BE (Hons), PHD, FATSE, FAICD, FIE(Aust), MIET.
Non-Executive Director
WATERCO LIMITED | ANNUAL REPORT 2024
17
WATERCO LIMITED | ANNUAL REPORT 2024
17
Mr Beauman was appointed to the Board as Non-Executive Director on 21
July 2023.He has a Bachelor of Economics from Macquarie University. He
is an Associate of Chartered Accountants Australia and New Zealand and a
graduate of the Australian Institute of Company Directors.
Mr Beauman is an experienced finance professional with more than
25 years as a Partner in Chartered Accounting firms. He has provided
assurance and related services to clients with national and international
operations across a broad range of industries including manufacturing,
real estate and property development, mining, retail, financial services
and local government. He is highly skilled in financial data analysis and
reporting as well as advising Executive Management and Corporate Boards
on governance and regulatory reporting requirements.
Mr Beauman is the Chairman of the Audit Committee (from 25 October
2023) and a member of the Remuneration Committee.
He held no other listed company directorships during the past three years.
WAYNE BEAUMAN BE, CA, GAICD
Non-Executive Director
18
1.1
Role of
Board and
management
The Board Charter sets out the roles and responsibilities of the Board. The
Board is ultimately responsible for the growth, strategic direction and success
of the Company and has set out specific matters reserved for its decision and
matters delegated to the management.
The Board Charter is available in the Corporate Governance section of the
Company’s website, www.waterco.com.au
1.2
Information
regarding
election and
re-election
of director
candidates
The Company has in place a policy for nomination and appointment of
directors. Before appointing a director, the Company undertakes appropriate
checks on a candidate for directorship and will provide all material information
in its possession to its shareholders to make a decision on whether or not to
elect or re-elect a director.
When considering the re-election of an incumbent director or election of a
new director, the Board takes into account the following:
a. business experience, particularly in respect of the industries in which the
company operates;
b. standing in the community;
c. education and qualification;
d. experience in environmental suitability
e. checks against the person’s character, criminal record and bankruptcy
history;
f. availability and other directorships;
g. the possession of particular skills such as finance, marketing or risk
management;
h. whether the appointment or re-appointment will contribute positively to
the skill set and diversity of the Board as a whole;
1.3
Written
appointment
In addition to being set out in the Board Charter, the letters of appointment
executed with all directors describe the key duties and responsibilities of
each member of the Board, and further include the terms of appointment,
remuneration, time commitment envisaged, expectations regarding committee
work, the requirement to disclose directors’ interests and confidentiality
obligations.
Mr Soon Sinn Goh has an employment agreement with the Company as the
Group CEO. As Mr Goh spends a majority of his time developing and enhancing
manufacturing capabilities in Malaysia and sales in various entities other than
Australia and New Zealand, he also has a letter of employment with Waterco
(Far East) Sdn Bhd setting out his role in Malaysia and a letter of employment
with Waterco International Pte Ltd for his role in Singapore.
Senior executives (defined by the Company as Key Management Personnel)
have written employment agreements setting out a description of key duties
and responsibilities, reporting lines, remuneration and termination rights.
This statement explains how Waterco Limited ACN 002 070 733 (Waterco or Company) has
complied with the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations – 4th Edition, published February 2019 (ASX Recommendations), during the
financial year ended 30 June 2024 (Reporting Period).
All Waterco charter, codes and policy documents referred to in this statement are available in the
Corporate Governance section of the Company’s website, www.waterco.com.au
This statement has been adopted by the Board as current as of 28 August 2024.
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
Statement of Corporate Governance Practices
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
WATERCO LIMITED | ANNUAL REPORT 2024
19
1.4
Company
Secretary
The Company Secretary is appointed by and is accountable directly to the
Board through the Chairman and has particular responsibility for:
a. advising the board and its committees on governance matters;
b. monitoring whether board and committee policy and procedure are
being followed;
c. coordinating timely completion of board and committee papers;
d. ensuring that business conducted at board and committee meetings
are accurately recorded in the minutes; and
e. helping to organise the induction and professional development of
directors.
Each director is able to communicate directly with the Company Secretary
and vice versa.
1.5
Diversity
The Board recognises diversity and inclusion as strengths and adopted a
Diversity Policy for the Company which includes an express requirement
for the Board to set measurable objectives for achieving gender diversity.
The Diversity Policy is available in the Corporate Governance section of
the Company’s website, www.waterco.com.au. In accordance with the
Diversity Policy, the Board set objectives for achieving gender diversity
across its organisation. The measurable objectives for the Reporting
Period were:
The Board assessed the progress towards these objectives during the
Reporting Period by reviewing the relative proportion of women and men
in the Company’s workforce at all levels. During the Reporting Period, the
Company has met the measurable objectives for women on the Board
with 1 female Director out of 5 Directors on the Board; and 1 female senior
executive out of 3 senior executives of the Company (defined by the
Company as Key Management Personnel). However, the Company did not
meet the measurable objective for total women employed. As at 30 June
2024, women represented 34.37% of the overall workforce. The Company
will continue to work towards achieving the target measurable objective.
1.6
Board reviews
The Board is committed to an ongoing internal process of performance
evaluation of the Board, its committees and individual directors to ensure
the diligent and effective discharge of responsibilities and a consistent
mindset in improving corporate governance practices. The Board
undertakes the performance evaluations by way of evaluation forms.
The Board has undertaken an evaluation on the performance of the Board,
its committees and individual directors for the Reporting Period.
1.7
Management
reviews
The Company is committed to an ongoing internal process of performance
evaluation of Key Management Personnel to ensure the diligent and
effective discharge of their responsibilities. The Group CEO has undertaken
a performance evaluation review of Key Management Personnel for the
Reporting Period.
Measurable objective for the Reporting Period
Women on the Board
20%
Women in senior
executive positions
(excluding Board
Members)
20%
Women employees in
the company
35%
20
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
2.1
Nominations
committee
The Company has not established a nomination committee. The ASX
Recommendations acknowledge that such committees may not be
required for smaller boards. The Board is of the opinion that it is
appropriate for a company the size of Waterco for matters that come
under the purview of a nomination committee to be undertaken by the
Board through the Remuneration Committee. Furthermore, the Board
has established processes in place to raise and address issues that would
otherwise be considered by a nomination committee.
The Board comprises an Executive Chairman who is also the Group CEO,
an Executive Director and three Non-Executive Directors. The Board
views each of the three Non-Executive Directors as being independent.
The Board’s membership is reviewed periodically to ensure that it maintains
an appropriate mix of skills, qualifications and experience. In particular,
the Board has identified skills and experience in corporate finance,
international trade and international business environment, marketing and
accounting and technical and industry knowledge in the water treatment
and pool industries to be important. The Board composition represents
diversity in gender, age, ethnicity and background.
At each Annual General Meeting (AGM), one third of the directors
(excluding the Group CEO) and any director appointed to fill a casual
vacancy since the previous AGM must retire but may stand for re-election.
The Company achieved its preferred Board composition of at least five
directors during the Reporting Period, with a majority of Non-Executive
(and, where possible, independent) Directors.
2.2
Board skills
matrix
Below is the matrix of skills and attributes that Waterco is aiming to
achieve across its Board membership. This matrix was adopted by the
Board on 1 July 2020. The Board aims to improve in some areas, such as
legal and engineering experience.
PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
Technical
Diversity
Legal
Female
Financial
Male
Engineering
Different ethnicities and cultures
Human resources
Languages other than English
Regulatory and compliance
experience
General
Governance
Executive and Non-Executive
experience
Governance committee experience
Leadership
Risk management experience
Strategic thinking
Knowledge of ethical and fiduciary
duties
Industry experience (local & global)
Commitment to environmental
protection and sustainability
Corporate responsibility, health
and safety
Stakeholder engagement
WATERCO LIMITED | ANNUAL REPORT 2024
21
2.3
Disclose
independence
and length of
service
The names of the independent directors in office during the Reporting
Period are:
a. Ben Hunt;
b. (Richard) Cheng Fah Ling (for the period from 1 July 2023 to 25
October 2023)
c. Judy Raper and
d. Wayne Beauman (from 21 July 2023)
The Company’s assessment of the materiality of a director’s interest is
considered on a case by case basis by the Board. Where an entity associated
with a Director provides services to the Company, the Board uses a
threshold of $100,000 in fees in a financial year as a guideline. However, the
Board does not follow an inflexible set of criteria but considers whether the
relationship in question is reasonably likely to interfere with that Director’s
independent judgement. Further details of the directors’ skills, experience,
expertise and lengths of service are set out in the Board of Directors' section
of the Company’s Annual Report.
2.4
Majority of
directors
independent
A majority of the Board are independent directors, taking into account the
factors relevant to "independence" under the ASX guidelines.
2.5
Independent
Chair
The roles of Chairperson and Group CEO are both held by Mr Soon Sinn Goh.
The Board believes that Mr Goh brings a vital level of industry experience
to the operations of the Company. Also, as the major shareholder of
the Company, Mr Goh’s commitment to the success of the Company is
unquestionable. Therefore, it is the Board’s opinion that it is appropriate
in the Company’s circumstances that the two roles be combined. With
the majority of the Directors being independent, and with Independent
Directors chairing the Audit and the Remuneration Committees, the Board
is also of the opinion that it is not necessary that the office of Chairperson
be held by an Independent Director.
2.6
Induction and
professional
development
All new directors undergo an induction to familiarise them with the business
of the Company, the Company’s internal control and risk management
practices and policies and procedures. The Company also seeks to provide
appropriate professional development opportunities for directors, when
required, to develop and maintain the skills and knowledge needed to
perform their role as directors effectively.
22
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
3.1
Statement of
Values
The Board’s statement of values can be found on the Company’s website,
www.waterco.com.au
3.2
Code of
conduct
The Board has established a Code of Conduct for directors, key
management personnel and employees.
3.3
Whistleblower
policy
The Company encourages employees to speak up about unlawful,
unethical or irresponsible behavior within the organisation through the
Company’s whistleblower policy which is available in the Corporate
Governance section of the Company’s website, www.waterco.com.au
3.4
Antibribery
and corruption
policy
The Company is committed to conducting all dealings lawfully, ethically
and in line with the Company’s Statement of Values. The Company’s
antibribery and corruption framework enables it to prevent, detect and
response to bribery and corruption risks. The policy is available in the
Corporate Governance section of the Company’s website, www.waterco.
com.au
4.1
Audit
committee
The Audit Committee operates under the Audit Committee Charter.
The role of the Audit Committee is to assist the Board with its oversight
of the integrity of the financial statements, including overseeing the
existence and maintenance of internal controls, accounting systems, and
the financial reporting process. The Committee also nominates external
auditors, reviews existing audit arrangements and co-ordinates external
and internal auditing functions. In addition, the Audit Committee examines
any other matters referred to it by the Board.
Throughout the Reporting Period, the Audit Committee consisted of 3
Independent Non-Executive Directors and was headed by an Independent
Chairperson not holding the position of Chairperson of the Board.
The members of the Audit Committee during the Reporting Period were:
a. (Richard) Cheng Fah Ling – Chairman; (for the period from 1 July
2023 to 25 October 2023)
b. Ben Hunt;
c. Judy Raper; and
d. Wayne Beauman – Chairman (from 25 October 2023)
The number of Audit Committee meetings and details of Committee
members’ attendance are included in the Directors’ Report section of the
Company’s Annual Report.
PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
WATERCO LIMITED | ANNUAL REPORT 2024
23
4.2
CEO and CFO
certification
of financial
statements
The Board has received a written statement from its Group CEO and
Chief Financial Officer (CFO) which includes a declaration under
section 295A of the Corporations Act 2001 (Cth) advising that:
a. in their opinion the Company’s financial reports have been
properly maintained and have complied with the appropriate
accounting standards and give a true and fair view of the
Company’s financial position and performance; and
b. the opinion has been formed on the basis of a system of risk
management and internal control adopted by the Board, and
that this system is operating effectively.
4.3
External auditor at
AGM
The external auditor attends the AGM for the purpose of answering
shareholder questions regarding the conduct of the audit and the
preparation and content of the audit report.
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
5.1
Disclosure and
Communications
Policy
The Company’s Continuous Disclosure Policy sets out the rules and
responsibilities for Waterco’s officers and employees to ensure
compliance with ASX Listing Rules and promote factual and timely
disclosure of all material matters concerning the Company.
5.2
Board to receive
information on
announcements
To ensure that the Board has timely visibility of the nature and quality
of the information being disclosed to the market and the frequency
of such disclosures, the Board receives copies of all material market
announcements promptly after they have been made.
5.3
Investor
presentations
Should the Company give a new and substantive investor or analyst
presentation, it will release a copy of the presentation materials on the
ASX Market Announcements Platform ahead of the presentation.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
6.1
Information on
website
Waterco keeps investors informed by publishing information on the
Company’s website.
All disclosures made to the ASX and all information provided to
analysts or the media during briefings are promptly posted on the
Company’s website after they have been released to the ASX.
6.2
Investor relations
programs
The Company’s Shareholder Communication Policy details the
mechanisms put in place to ensure that the rights of shareholders are
respected and to facilitate the effective exercise of those rights.
The Shareholder Communication Policy contains information on
persons whom shareholders can contact in relation to procedures
at shareholders meetings, matters being considered at shareholders
meetings and other issues. It also indicates the predominant sources
for investors to engage with the Company at general meetings of the
Company.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
24
6.3
Facilitate
participation
at meetings of
security holders
Shareholders who are unable to attend any of the Company’s meetings
are encouraged to vote on the proposed motions by appointing
a proxy. Proxy forms are included with meeting notices which also
provides details on how proxy forms should be completed and
submitted.
6.4
Substantive
resolutions
The Company ensures that all substantive resolutions at the
shareholders’ meeting are decided on a poll rather than by a show of
hands.
6.5
Facilitate electronic
communications
The Company recognises the benefits of the use of electronic
communications. Shareholders have the option of selecting to receive
the following information electronically from the share registry:
dividend statements; annual reports; notices of meetings and proxy
forms and the ability to vote online; and other general company
communications.
With this in place, shareholders can log into their account to make
changes to their communication preferences. The share registry can
also be contacted via email or telephone. Contact details can be found
on the Company’s website.
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
7.1
Risk committee
The Company has not established a Risk Committee.
The functions of the Risk Committee are performed by the Audit Committee
who reports to the Board on the effectiveness of the risk management
and internal control processes of the Company regularly by circulation of
Minutes of Meetings to the directors and through other means of formal
and informal reporting.
Further details regarding the Audit Committee, its membership and the
number of meetings held during the Reporting Period are set out in
response to Recommendation 4.1.
7.2
Annual risk
review
The Board reviews the risk management framework of the Company
periodically as and when necessary to meet the operational requirements
of the Company and changes in the law through the Audit Committee.
The Board has performed the review for the Reporting Period.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
7.3
Internal audit
The Company reviews and continually improves the effectiveness of its
risk management and internal control processes.
Further details regarding audit functions are set out in response to
Recommendation 4.1.
7.4
Sustainability
risks
The Board considers that the Company is not materially exposed to
environmental and social sustainability risks.
WATERCO LIMITED | ANNUAL REPORT 2024
25
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
8.1
Remuneration
committee
The Remuneration Committee is responsible for making recommendations to
the Board on remuneration packages and policies for the Executive Directors
and the Key Management Personnel. The Remuneration Committee Charter is
published on the Company’s website.
During the Reporting Period, the Remuneration Committee consisted of three
independent Non-Executive Directors and was headed by an independent
Chairperson not holding the position of Chairperson of the Board.
The members of the Remuneration Committee during the Reporting Period
were:
a. Ben Hunt - Chairman;
b. (Richard) Cheng Fah Ling (for the period from 1 July 2023 to 25 October
2023);
c. Judy Raper; and
d. Wayne Beauman (from 21 July 2023)
The number of Remuneration Committee meetings and details of Committee
members’ attendance during the Reporting Period are set out in the Directors’
Report section of the Company's Annual Report.
8.2
Disclosure of
Executive and
Non-Executive
Director
remuneration
policy
Remuneration packages for Executive Directors are set so as to include
an appropriate balance of fixed remuneration and performance-based
remuneration.
Remuneration of the Company’s Non-Executive Directors operates on
different principles to the remuneration of Executive Directors. Non-
Executive Directors receive fixed fees and do not participate in schemes
designed for the remuneration of Executive Directors. Non-Executive
Directors do not receive options or bonus payments or retirement benefits
other than statutory superannuation.
The Remuneration Report at the Directors’ Report section of the Annual
Report sets out:
(a) information about the Remuneration Policy developed by the
Remuneration Committee and adopted by the Board; and
(b) details of remuneration of the directors (executive and non-executive)
and Key Management Personnel.
8.3
Policy on
hedging equity
incentive
schemes
During the Reporting Period, the Company issued 825,000 performance
options (Options) to 10 of its executives (holders) under the Company’s
long term incentive plan).
The Options will vest in 3 tranches over three years from the issue date,
subject to satisfaction of certain vesting conditions. Once vested, each
Option entitles the holder to receive one fully paid ordinary share in
Waterco.
The Options are not transferable (except with the approval of the Board)
or sold, assigned or otherwise disposed of or encumbered by the holders.
The holders are not permitted to enter into transactions which limit the
economic risk of participating in long term incentive plan.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
26
Your directors present their report on the Company and its controlled entities for the financial year
ended 30 June 2024.
Directors
The names of directors in office during and since the end of the financial year are:
• Soon Sinn Goh
• Bryan Goh
• Ben Hunt
• (Richard) Cheng Fah Ling (resigned 25 October 2023)
• Judy Raper
• Wayne Beauman (appointed 21 July 2023)
On 25 October 2023, Mr Ling resigned as a director at the conclusion of the Annual General Meeting
of the Company.
For details of the directors’ qualifications and experience, refer to the section titled “Board of
Directors” which is to be read as part of this report.
Company Secretaries
The following persons held the position of Joint Company Secretary throughout the financial year:
• Gerard Doumit FCPA JP
Mr Doumit was appointed Company Secretary on 22 July 1991. He has been employed by Waterco
since January 1987 as an Accountant and is currently Chief Financial Officer (CFO) and Company
Secretary.
He holds a Bachelor of Economics (Accounting) from Macquarie University.
• Sin Wei Yong
Mr Yong was appointed Company Secretary on 1 July 2020.
He is an admitted solicitor and holds a Bachelor of Laws (Hons) from Northumbria University, United
Kingdom. He joined the Company in 2014 as a Legal Officer. He has extensive experience in corporate
governance and has more than 15 years’ experience in legal and regulatory compliance in a financial
services group prior to joining the Company.
Principal Activities
The principal activities of the consolidated Group during the financial year were:
• wholesale, export and manufacture of equipment and accessories in the swimming pool, spa pool,
spa bath, rural pump and water treatment industries;
• manufacture and sale of solar heating systems for swimming pools and pre-heat industrial solar
systems;
• franchise of retail outlets for swimming pool equipment and accessories; and
• formulating, packing and distribution of swimming pool chemicals to independent pool stores and
stores in its Swimart franchise network.
There were no significant changes in the nature of the consolidated Group’s principal activities during
the financial year.
Consolidated Results
The consolidated profit of the group after providing for income tax and eliminating non-controlling
interests amounted to $13.905 million.
Directors' Report
WATERCO LIMITED | ANNUAL REPORT 2024
27
Dividends
Dividends paid or declared for payment are as follows:
• Final ordinary dividend of 5 cents per share paid on 15 December 2023 as recommended in last
year’s report - $1.759 million
• Interim dividend of 7 cents per share paid on 15 May 2024 as declared in the half yearly report -
$2.462 million
• Final ordinary dividend of 8 cents per share declared by the directors to be paid on 15 November
2024 - $2.813 million.
All dividends paid or declared since the end of the previous financial year were fully franked.
Review of Operations
A review of operations of the Consolidated Group during the financial year and of the results of
those operations together with likely developments in the operations of the consolidated Group
and the expected results of those operations are set out in the Chief Executive Officer’s Review of
Operations.
Financial Position
The net assets of the Consolidated Group have increased by $8.62 million from $121.23 million in June
2023 to $129.85 million in June 2024.
The change has largely resulted from:
• Upward movement in profits (less dividends paid) of 9.69 million;
• Net decrease in the asset revaluation reserve of group companies of $0.06 million;
• Net decrease in non-controlling Interests of $0.05 million;
• Foreign currency translation loss of $0.88 million;
• Net decrease in share capital of $0.08 million from the Waterco Share Buy-Back.
The Group’s working capital being current assets less current liabilities increased from $56.57 million
in 2023 to $95.09 million in 2024.
The Directors believe that the Group is in a strong and stable financial position.
Significant Changes in State of Affairs
The Directors are not aware of any significant changes in the state of affairs of the Consolidated
Group that occurred during the financial year which have not been covered elsewhere in this report.
After Balance Date Events
On 17 July 2024, the company announced an ninth share buyback of $1,000,000 worth of shares
(approximately 196,078 shares) commencing on 18 July 2024 and ending on 30 June 2025 (or earlier
if the $1,000,000 is purchased before then).
Final Dividend
Since the end of the reporting period, the Board resolved to pay a final dividend of 8 cents per share
fully franked.
Future Developments, Prospects and Business Strategies
Information as to future developments, prospects and business strategies in the operations of
the Consolidated Group are included in the Chief Executive Officer’s Review of Operations. Other
possible developments have not been included in this report as such inclusions would, in the opinion
of the Directors, prejudice the interests of the Consolidated Group.
28
Director
Directors’ Meeting
Audit Committee
Meeting
Remuneration
Committee Meeting
Number
Eligible
To Attend
Number
Attended
Number
Eligible
To Attend
Number
Attended
Number
Eligible
To Attend
Number
Attended
Soon Sinn Goh
5
5
-
-
-
-
Bryan Goh
5
5
-
-
-
-
Ben Hunt
5
5
6
6
2
2
(Richard) Ling*
2
2
2
2
1
1
Judy Raper
5
5
6
6
2
2
Wayne Beauman**
5
5
6
6
2
2
Environmental
The Consolidated Group’s operations are subject to some environmental regulations, particularly with
regard to the storage of chemicals and waste management. The Consolidated Group has adequate
systems in place for the management of its environmental requirements. For the financial year ended
30 June 2024 and as at the date of this report, the Directors are not aware of any breaches of the
environmental regulations.
Data, privacy and cyber security
The Consolidated Group’s strategy is built around detecting, protecting and responding to cyber
threats. The use of up-to-date technology to protect against cyber incidents supplemented by
strong internal control processes help ensure the privacy, integrity and security of both customer
and staff data.
Sustainability and ESG
Waterco continues to grow its Sustainability efforts and commitment to ESG. In its manufacture and
distribution of water solution products, ESG principles are inherently practiced.
Over the last few years, there has been a move towards a low carbon economy with both investors
and regulators now expecting companies to embrace cleaner/renewable energy solutions. The
Group continues to invest in technologies which replace traditional sources of energy (electricity
from coal) with renewable alternatives like solar. Installation of solar panels at Rydalmere property a
few years ago cut traditional electricity consumption by more than 75%.
In addition, the group has undertaken continuous research into and production of energy efficient
products, and product lines which are powered by solar. This process started in the mid 1980s (well
before the world started talking about renewable clean energy) with the acquisition of Zane Solar
Systems. The solar business started off distributing rubber absorber for solar pool heating to be
replaced over time by the more durable and energy efficient solar roof panels. The Group keeps
abreast of market norms on sustainability and continues to monitor investor expectations and
changing customer preferences while at the same time making any necessary changes to comply
with evolving regulatory and legislative requirements.
Directors’ Shareholdings
Details of the Directors’ shareholdings are contained in the Key Management Personnel Shareholding
table on page 32.
Meetings of Directors
During the financial year, 13 meetings of directors (including Audit and Remuneration Committees)
were held. Attendances are set out below:
*Mr Richard Ling resigned as a Non-Executive Director on 25 October 2023
**Mr Wayne Beauman was appointed as a Non-Executive Director on 21 July 2023
WATERCO LIMITED | ANNUAL REPORT 2024
29
Shares under option
The following options have been issued during the year ended 30 June 2024.
Grant date
Expiry date
Exercise price
Number under option
28 November 2023
28 November 2033
$4.19
765,000
20 March 2024
20 March 2034
$5.09
60,000
Unissued ordinary shares in Waterco Limited under option at the date of this report are as follows:
There have been no shares issued or options exercised during the year ended 30 June 2024.
Indemnifying Officers or Auditor
During and since the financial year, the Company has paid premiums to insure all directors and officers
against liabilities for costs and expenses incurred by them in defending any legal proceedings arising
out of their conduct while acting in the capacity as director or officer of the Company, other than
conduct involving a wilful breach of duty in relation to the Company. In accordance with common
commercial practice, the insurance policy prohibits disclosure of the nature of the liability insured
against and the amount of the premium.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify
an officer or auditor of the Company or any related body corporate against a liability incurred by
such an officer or auditor.
Directors’ Benefits
No director has received or become entitled to receive, during or since the financial year, a benefit
arising from a contract made by the parent entity, or a related body corporate with a director, a
firm of which a director is a member or a director or an entity in which a director has a substantial
financial interest other than:
i. Sales made by a controlled entity to Asiapools (M) Sdn Bhd of which Mr Soon Sinn Goh is a
director and shareholder.
ii. Payments made for rental of warehouses, offices and a pool shop to Mint Holdings Pty Ltd of
which Mr Soon Sinn Goh is a director and shareholder.
iii. Rent charged to Mint Holdings Pty Ltd for office space in Rydalmere, NSW.
This statement excludes a benefit included in the aggregate amount of emoluments received or due
and receivable by directors and shown in the Company’s accounts or the fixed salary of a full-time
employee of the parent entity, controlled entity or related body corporate.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene
in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Grant date
Expiry date
Exercise price
Number under option
23 August 2021
23 August 2031
$3.15
350,000
28 November 2023
28 November 2033
$4.19
765,000
20 March 2024
20 March 2034
$5.09
60,000
30
Non-Audit Services
The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that
the provision of non-audit services during the year is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the
services disclosed below did not compromise the external auditor’s independence for the following
reasons:
• all non-audit services are reviewed and approved by the Audit Committee prior to commencement
to ensure they do not adversely affect the integrity and objectivity of the auditor; and
• the nature of the services provided do not compromise the general principles relating to auditor
independence in accordance with APES 110: Code of Ethics for Professional Accountants set by
the Accounting Professional and Ethical Standards Board.
Officers of the company who are former partners of RSM Australia
The following persons were officers of the Company during the financial year and were previously
partners of the current audit firm, RSM, at a time when RSM undertook an audit of the Group:
Wayne Beauman who retired from RSM on 31/12/2018.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2024 has been received and
is included in the directors’ report.
Auditor
RSM Australia continues in office in accordance with section 327 of the Corporations Act 2001.
ASIC Corporations (rounding in Financial/Directors Reports) Instruments 2016/191
The amounts in the financial reports and directors’ report have been rounded to the nearest thousand
dollars in accordance with ASIC Corporations Instruments 2016/191.
Remuneration Report
Introduction
This report provides remuneration policy and payment details applying in the financial year for
persons who were members of Key Management Personnel of the Company.
2024 Remuneration Policy
The Remuneration Committee governs the Company’s Remuneration Policy. The Committee
comprises Independent Non-Executive Directors.
It has the following objectives:
• attract, retain and motivate management of the appropriate calibre to further the success of the
business;
• align management reward with shareholder value;
• ensure that total remuneration is reasonable and comparable with market standards;
• ensure that remuneration should realistically reflect the responsibilities of the executives;
• ensure that incentive schemes reward superior company performance and be clearly linked to
appropriate performance benchmarks based on improved company performance; and
• ensure that the remuneration costs are disclosed in accordance with the requirements of law and
relevant accounting standards.
The remuneration structure for Key Management Personnel of the Waterco Group comprises:
• Fixed remuneration. This consists of base salary and the full costs of other benefits; and
• Incentives. The level varies with performance. It consists of an annual incentive plan.
The Remuneration Committee reviews market data and the performance of the Group CEO. The
Committee then recommends the fixed remuneration and annual incentive payment of the Group
CEO for approval by the Board.
WATERCO LIMITED | ANNUAL REPORT 2024
31
Performance–based Remuneration Policy, and its Relationship with Company Performance
Incentive Plan
There is an annual incentive plan in place for all Key Management Personnel. This is a payment that
varies with performance measured over a twelve-month period.
There have been no changes in performance-based remuneration policy compared with the prior
reporting period.
Maximum payments are capped.
In the case of the Group CEO, the Remuneration Committee sets the performance requirements; in the
case of other Key Management Personnel, the Group CEO recommends performance requirements
for consideration by the Remuneration Committee.
The annual incentive performance criteria relate to the employee’s responsibilities. If requirements
are achieved, there will be an improvement in shareholder value.
The key performance requirement for an incentive payment is Earnings Before Interest and Tax
(EBIT).
This provides a clear alignment between the interests of shareholders and the level of reward for
eligible employees.
Performance criteria are tabulated below
Key Management
Personnel with annual
incentives
Summary of Performance
Condition FY 24
Why Chosen
Soon Sinn Goh
– Group CEO
Earnings Before Interest
and Tax (EBIT) for the
Waterco Group
Encourage Group CEO to
improve the performance levels
of the Group as a whole and
thereby increase shareholder
wealth.
Key Management
Personnel
Earnings Before Interest
and Tax (EBIT) for the
Waterco Group.
The performance of Key
Management Personnel can have
a Group impact, so targets are
based on Group performance.
The Group CEO recommends Key Management Personnel’s fixed remuneration and annual incentive
payments to the Remuneration Committee. Fixed remuneration for Key Management Personnel is
reviewed annually and determined by reference to appropriate benchmark information of comparable
companies, taking into account their responsibility, performance, qualifications, experience and
potential. Adjustments are made only if there is the prospect of fixed remuneration levels falling
behind market levels.
The remuneration of Non-Executive Directors is fixed and does not change according to the
performance of the company. They do not participate in any incentive plans available to managers.
Non-Executive Directors are paid fees based on the nature of their work and their responsibilities.
The Company makes superannuation guarantee (SG) payments, in addition to those fees. The level
and structure of fees is based upon the need for the Company to be able to attract and retain
Non-Executive Directors of an appropriate calibre, the demands of the role and prevailing market
conditions.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is $300,000.
This was approved by shareholders at the Annual General Meeting held on 26 October 2018.
There has been an increase of 5% in the Non-Executive Director fees for the 2023/2024 financial
year. The total fees are now at an aggregate of $237,807 including the Superannuation Guarantee
Charge.
The Remuneration Committee seeks independent external advice when required.
32
Details of the Issue are as follows
The CFO has met the Vesting Condition for Tranche 3 as the EBIT for the financial year ending 30
June 2024 has exceed $12,218,644. The CFO may now exercise the options for Tranches 1,2 and 3
in whole or in part anytime, from now until 23 August 2031. The value of all three tranches over the
10 year period amount to $38,230 ($3,823 per year).
On 28 November 2023, the Chief Commercial Officer of Waterco Ltd (CCO) was issued 90,000
options at an exercise price of $4.19 per share (being the Volume Weighted Average Price (VWAP)
of Waterco Shares for the 5 days preceding date of issue) under this plan.
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below provided
the Vesting Condition for each year has been met and the CCO remains employed by the Company
at the beginning of the Exercise Period.
Details of the Issue are as follows
The value of all three tranches over the 10 year period amount to $56,938 ($5,694 per full year).
Tranche
No
No of
Options
Vesting Date
Vesting Condition
–Group EBIT
Exercise
Price
Expiry Date
Vested
1
33,000
23 August 2022
$10,338,853
$3.15
23 August 2031
33,000
2
33,000
23 August 2023
$11,278,748
$3.15
23 August 2031
33,000
3
34,000
23 August 2024
$12,218,644
$3.15
23 August 2031
34,000
Tranche
No
No of
Options
Vesting Date
Vesting Condition–
Group EBIT
Exercise
Price
Expiry Date
Vested
1
30,000
28 November 2024
Group EBIT/Sales
of at least 8%
$4.19
28 November 2033
-
2
30,000
28 November 2025
Group EBIT/Sales
of at least 9%
$4.19
28 November 2033
-
3
30,000
28 November 2026
Group EBIT/Sales
`of at least 10%
$4.19
28 November 2033
-
The satisfaction of the performance conditions of the annual incentive is based on a review of the
audited financial statements of the Group.
If the Group’s performance, as a whole does not reach the relevant target levels, then no annual
incentive payments are made.
In the year ending 30 June 2024, the Key Management Personnel have achieved their performance
(Threshold) Level based on normal operations. The payment of this incentive is subject to Board
Approval, and if approved, will be paid in December 2024.
Waterco Limited Group Employee Share Option Plan
This plan was approved by the Board on 24 June 2021
On 23 August 2021, the Chief Financial Officer (CFO) of Waterco Ltd was issued 100,000 options at
an exercise price of $3.15 per share (being the Volume Weighted Average Price (VWAP) of Waterco
Shares for the 5 days preceding date of issue) under this plan.
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below provided
the Vesting Condition for each year has been met and the CFO remains employed by the company
at the beginning of the Exercise Period.
WATERCO LIMITED | ANNUAL REPORT 2024
33
Year ended
June 24
June 23
June 22
June 21
June 20
Sales revenue ($million) from continuing
and discontinued operations
239.09
129.05
123.29
113.35
93.58
Earnings Before Interest and Tax
(EBIT) ($million) from continuing and
discontinued operations
22.10
14.50
15.17
9.40
22.75
NPBT ($million) from continuing and
discontinued operations
18.302
13.85
14.87
9.06
21.83
EPS (cents) from continuing and
discontinued operations
39.5
30.7
32.7
35.6
48.8
Dividends per share paid (cents)
12.0
10.0
7.0
6.0
5.0
Year end share price ($)
5.36
4.00
3.60
2.90
2.55
NPAT ($million) continuing operations
13.85
10.80
11.57
12.70
3.01
NPAT ($million) discontinued operations
-
-
-
-
14.54
On 28 November 2023, the Chief Operating Officer (COO) of Davey Water Products Pty Ltd
(a subsidiary) was issued 120,000 options at an exercise price of $4.19 per share (being the
Volume Weighted Average Price (VWAP) of Waterco Shares for the 5 days preceding date of
issue) under this plan.
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below
provided the Vesting Condition for each year has been met and the COO remains employed by
the company at the beginning of the Exercise Period.
Details of the Issue are as follows:
Please see commentary on performance on page 25.
Tranche
No
No of
Options
Vesting Date
Vesting Condition–
Group EBIT
Exercise
Price
Expiry Date
Vested
1
40,000
28 November 2024 Group EBIT/Sales of
at least 8%
$4.19
28 November 2033
-
2
40,000
28 November 2025 Group EBIT/Sales of
at least 9%
$4.19
28 November 2033
-
3
40,000
28 November 2026 Group EBIT/Sales of
at least 10%
$4.19
28 November 2033
-
No other options or share-based payments were granted to Key Management Personnel in the 2024
financial year.
No options have been exercised during the 2024 financial year.
The following table shows the Sales Revenue, Earnings Before Interest and Tax (EBIT), Net Profit
Before Tax (NPBT), Net Profit After Tax (NPAT), Earnings Per Share (EPS), dividends and year-end
share price in the financial year just ended and the previous four financial years for the consolidated
Group.
The value of all three tranches over the 10 year period amount to $75,917 ($7,592 per full year).
34
Proportions of elements
of remuneration related to
performance
Proportions
of elements of
remuneration
not related to
performance
Position held as
at 30 June 2024
and any change
during the year
Contract details
(duration &
termination)
Non-
salary
cash-
based
incentives
%
Shares/
Units
%
Options/
Rights
%
Fixed
Salary/
Fees
%
Total
%
Key
Management
Personnel
S S Goh
Chairman &
Group CEO
No fixed term; may
be terminated on 6
months’ notice by
either party
-
-
-
100
100
B Goh
Chief Operating
Officer &
Director –
Executive
No fixed term; may
be terminated on 2
months’ notice by
either party
-
-
-
100
100
B Hunt
Director -
Non-Executive
No fixed term, but
subject to member
confirmation every
3 years after AGM
when first appointed.
-
-
-
100
100
R Ling
Director -
Non-Executive
No fixed term, but
subject to member
confirmation every
3 years after AGM
when first appointed.
-
-
-
100
100
J Raper
Director -
Non-Executive
No fixed term, but
subject to member
confirmation every
3 years after AGM
when first appointed.
-
-
-
100
100
W Beauman
Director -
Non-Executive
No fixed term, but
subject to member
confirmation every
3 years after AGM
when first appointed.
-
-
-
100
100
G Doumit
Chief Financial
Officer /
Company
Secretary
No fixed term, may
be terminated on 2
months’
-
-
1
99
100
J Ainsworth
Chief
Commercial
Officer
Three year fixed term,
(subject to renewal),
may be terminated
on 2 months’ notice
by either party
-
-
-
100
100
P Wolff
Chief Operating
Officer - Davey
Water Products
Pty Ltd
No fixed term, may
be terminated on 3
months’ notice by
either party
-
-
1
99
100
Employment Details of Key Management Personnel
The following table provides employment details for the financial year for Key Management
Personnel. The table also illustrates the proportion of remuneration that was performance and non-
performance based.
WATERCO LIMITED | ANNUAL REPORT 2024
35
2023
Key Management Personnel
Balance
1.7.2022
Received as
Remuneration
Net Change
Other
Balance
30.6.2023
Mr S S Goh
21,721,853
-
-
21,721,853
Mr B Goh
540,121
-
-
540,121
Mr B Hunt
170,223
-
-
170,223
Prof J Raper
-
-
-
-
Mr W Beauman 1)
-
-
-
-
Mr R Ling
-
-
-
-
Mr G Doumit
71,300
-
-
71,300
Ms J Ainsworth
-
-
-
-
Mr P Wolff 2)
-
-
-
-
Changes in Directors and Key Management Personnel During the Year
On 21 July 2023, Mr Wayne Beauman was appointed as a non-executive director.
On 25 October 2023, Mr Richard Ling resigned as a non-executive director.
On 24 June 2024, the Board designated Mr Peter Wolff, the Chief Operating Officer of Davey Water
Products Pty Ltd as a Key Management Personnel.
Changes in Directors and Key Management Personnel Subsequent to Year-end
There have been no changes to Key Management Personnel since year end.
Key Management Personnel Shareholding
Number of Shares held by Key Management Personnel
2024
Key Management Personnel
Balance
1.7.2023
Received as
Remuneration
Net Change
Other
Balance
30.6.2024
Mr S S Goh
21,721,853
-
-
21,721,853
Mr B Goh
540,121
-
-
540,121
Mr B Hunt
170,223
-
-
170,223
Mr R Ling 1)
-
-
-
-
Ms J Raper
-
-
-
-
Mr W Beauman 2)
-
-
-
-
Mr G Doumit
71,300
-
-
71,300
Ms J Ainsworth
-
-
-
-
Mr P Wolff 3)
-
-
-
-
1) Mr Richard Ling resigned as a Non-Executive Director on 25 October 2023
2) Mr Wayne Beauman was appointed a Non-Executive Director on 21 July 2023
3) Mr P Wolff was appointed as Chief Operating Officer of Davey Water Products Pty Ltd on 1 September 2023
1) Mr Wayne Beauman was appointed a Non-Executive Director on 21st July 2023
2) Mr Peter Wolff was designated as Key Management Personnel on 24 June 2024
36
Number of Options held by Key Management Personnel
2024
Balance
Vested
Unvested
Key Management
Personnel
30.6.2024
Exercisable
No
Unexercisable
No
Total at
30.6.2024
Total at
30.6.2024
Mr G Doumit
100,000
100,000
-
100,000
-
Ms J Ainsworth
90,000
-
-
-
90,000
Mr P Wolff
120,000
-
-
-
120,000
WATERCO LIMITED | ANNUAL REPORT 2024
37
Remuneration Details
The following table provides remuneration details for the 2024 and 2023 financial years for Key
Management Personnel.
(1) S S Goh’s Remuneration of $539,434 is made up of $198,376 paid/payable by Waterco Ltd, $170,529
paid by Waterco (Far East) Sdn Bhd (a subsidiary) and $170,529 paid by Waterco International Pte Ltd
(a subsidiary).
(2) Mr Richard Ling retired as a Non-Executive Director on 25 October 2023. Richard’s remuneration has
been calculated from 1 July 2023 until 25 October 2023 (date of retirement).
(3) Mr Wayne Beauman was appointed a Non-Executive Director on 21st July 2023. Wayne’s remuneration
has been calculated from 21 July 2023 (date of appointment) until 30 June 2024
(4) Mr
Peter
Wolff
was
designated
as
Key
Management
Personnel
on
24
June
2024.
Mr Peter Wolff was appointed Chief Operating Officer of Davey Water Products Pty Ltd on 1 September
2023. Peter’s remuneration has been calculated from 1 September 2023 (date of appointment) until 30
June 2024
(5) Non-monetary benefits are made up of Company vehicle benefits
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Long-term
benefits
Renumeration
incl Salary,
fees and leave
Profit
share and
bonus
Non-
monetary
(5)
Pension and
super-
annuation
LSL
Share
options
Total
$
$
$
$
$
$
Key Management
Personnel
Soon Sinn Goh 1)
2024
494,688
21,000
-
19,209
4,537
-
539,434
2023
469,558
35,000
-
27,499
4,620
-
536,677
Bryan Goh
2024
338,670
40,000
-
27,399
20,000
-
426,069
2023
318,000
70,000
-
25,292
15,180
-
428,472
Ben Hunt
2024
71,413
-
-
7,855
-
-
79,268
2023
68,013
-
-
7,141
-
-
75,154
(Richard) Ling 2)
2024
27,467
-
-
3,021
-
-
30,488
2023
68,013
-
-
7,141
-
-
75,154
Judy Raper
2024
71,413
-
-
7,855
-
-
79,268
2023
68,013
-
-
7,141
-
-
75,154
Wayne
Beauman 3)
2024
65,920
-
-
7,251
-
-
73,171
2023
-
-
-
-
-
-
-
Gerard Doumit
2024
253,769
30,000
26,163
31,215
32,253
3,823
377,223
2023
225,868
50,000
18,460
27,500
12,975
3,823
338,626
Joanne
Ainsworth
2024
249,777
10,000
-
26,005
-
3,354
289,136
2023
178,229
-
-
16,718
-
-
194,947
Peter Wolff 4)
2024
273,000
-
16,671
20,549
-
4,472
314,692
2023
-
-
-
-
-
-
-
38
Securities Received that are not Performance Related
No Key Management Personnel are entitled to receive securities which are not performance-based
as part of their remuneration package.
Cash incentives, Performance-related Bonus and Share-based Payment
Maximum cash incentives expressed as a percentage of fixed remuneration and the maximum
value that could have been earned in 2023/2024 if stretch performance targets were achieved are
tabulated below:
The percentage of cash incentives payable (subject to Board Approval) and forfeited for the year to
key management personnel.
Position
Maximum possible
incentive
Maximum possible
incentive $
Key Management Personnel
Group CEO, Waterco Limited
28%
$150,000
Executive Director / Chief Operating
Officer , Waterco Limited
32%
$135,000
Chief Financial Officer / Company
Secretary, Waterco Limited
24%
$90,000
Chief Commercial Officer,
Waterco Limited
16%
$45,000
Chief Operating Officer
Davey Water Products Pty Ltd
31%
$98,280
Key Management Personnel
Short term incentive in respect of 2024 financial year
Payable %
Forfeited %
Group CEO, Waterco Limited
42%
58%
Executive Director / Chief Operating
Officer , Waterco Limited
44%
56%
Chief Financial Officer / Company
Secretary, Waterco Limited
44%
56%
Chief Commerical Officer ,
Waterco Limited
44%
56%
Chief Operating Officer
Davey Water Products Pty Ltd
75%
25%
This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a
resolution of the Board of Directors:
Soon Sinn Goh
Chairman
Dated at Sydney this 9 September 2024
WATERCO LIMITED | ANNUAL REPORT 2024
39
Auditor’s Independence Declaration
40
WATERCO LIMITED | ANNUAL REPORT 2024
41
Consolidated Financial Report
for the year ended 30 June 2024
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Consolidated Entity Disclosure Statement
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor's Report
45
43
44
42
46
47
89
90
42
The accompanying notes form part of these financial statements.
Consolidated Group
Note
2024
2023
No.
$000
$000
Continuing Operations
Revenues
3
244,845
133,999
Changes in inventories of finished goods and
work in progress
4
(17,955)
1,244
Raw materials and consumables used
4
(106,577)
(65,761)
Employee benefits expense
(49,815)
(26,438)
Depreciation and amortisation expense
4
(11,245)
(7,066)
Impairment expense
4
(86)
(79)
Finance costs
4
(3,930)
(707)
Advertising expense
(5,105)
(2,421)
Discounts allowed
(443)
(953)
Outward freight expense
(7,830)
(2,312)
Rent expense
4
(1,427)
(1,138)
Research and development
(2,178)
(2,005)
Insurance – general
(2,018)
(1,366)
Contracted staff expense
(213)
(243)
Warranty expense
(1,059)
(536)
Commission expense
(413)
(469)
Other expenses
(16,249)
(9,896)
Profit before income tax expense
18,302
13,853
Income tax benefit/(expense)
6
(4,451)
(3,048)
Profit for the year
13,851
10,805
Other comprehensive income
Items that will not be classified subsequently to profit or loss
Property revaluation increment (net of tax)
(64)
4,245
Items that maybe reclassified to profit or loss
Exchange translation differences
(903)
(12)
Share options expense
30
13
Other comprehensive income for the year
(937)
4,246
Total comprehensive income for the year
12,914
15,051
Profit attributable to:
Members of the parent entity
13,905
10,846
Non-controlling interest
(54)
(41)
13,851
10,805
Total comprehensive income for the year
Members of the parent entity
12,969
15,092
Non-controlling interest
(54)
(41)
Total comprehensive income for the year
12,914
15,051
Earnings per share
Basic earnings per share (cents per share)
31
39.5
30.7
Diluted earnings per share (cents per share)
31
39.5
30.7
Consolidated Statement of Profit or Loss and other
Comprehensive Income
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
43
The accompanying notes form part of these financial statements.
Consolidated Group
Note
2024
2023
No.
$000
$000
ASSETS
Current Assets
Cash and cash equivalents
8
16,802
12,337
Trade and other receivables
9
37,584
17,106
Inventories
10
94,797
50,145
Other current assets
11
3,134
2,643
Total Current Assets
152,317
82,231
Non-Current Assets
Property, plant & equipment
13
69,261
65,874
Right of use assets
14
30,326
17,001
Intangible assets
15
1,269
1,170
Deferred tax assets
18
4,597
1,675
Total Non-Current Assets
105,453
85,720
Total Assets
257,770
167,951
LIABILITIES
Current Liabilities
Trade and other payables
16
28,309
12,353
Contract liabilities
-
2,552
Borrowings
17
16,831
6,765
Current tax liabilities
18
1,824
595
Short term provisions
19
10,265
3,394
Total Current Liabilities
57,229
25,659
Non-Current Liabilities
Borrowings
20
63,856
14,566
Deferred tax liabilities
18
6,306
6,254
Long-term provisions
21
533
238
Total Non-Current Liabilities
70,695
21,058
Total Liabilities
127,924
46,717
Net Assets
129,846
121,234
EQUITY
Issued capital
22
33,562
33,643
Reserves
23
23,971
24,909
Retained earnings
24
71,999
62,314
Parent interest
129,532
120,866
Non-controlling interest
25
314
368
Total Equity
129,846
121,234
Consolidated Statement of Financial Position
As At 30 June 2024
44
Ordinary
Shares
Retained
Earnings
Capital
Profits
Reserve
Asset
Revaluation
Reserve
Foreign
Currency
Translation
Reserve
Share
Options
Reserve
Non-
Controlling
Interests
Total
Consolidated Group
Note
No.
$000
$000
$000
$000
$000
$000
$000
$000
Balance at 30/6/22
34,847
54,992
211
26,444
(6,004)
13
507
111,010
Comprehensive income
Profit for the year
-
10,846
-
-
-
-
(41)
10,805
Other comprehensive
income for the year
-
-
-
4,245
(13)
13
-
4,245
Total comprehensive
income for the year
-
10,846
-
4,245
(13)
13
(41)
15,050
Transactions with
owners, in their
capacity as owners
and other transfers
Cancellation of shares under
Waterco Share Buyback
(1,204)
-
-
-
-
-
(1,204)
Dividends paid
30
-
(3,524)
-
-
-
(98)
(3,622)
Total transactions with
owners and other transfers
(1,204)
(3,524)
-
-
-
(98)
(4,826)
Balance at 30/6/23
33,643
62,314
211
30,689
(6,017)
26
368
121,234
Comprehensive income
Profit/(loss) for the year
-
13,905
-
-
-
(54)
10,805
Other comprehensive
Income/(loss) for the year
-
-
-
(64)
(904)
30
-
(938)
Total comprehensive
income for the year
-
13,905
-
(64)
(904)
30
(54)
12,913
Transactions with
owners, in their
capacity as owners
and other transfers
Cancellation of shares under
Waterco Share Buyback
(81)
-
-
-
-
-
(81)
Dividends paid
30
-
(4,220)
-
-
-
-
(4,220)
Total transactions with
owners and other transfers
(81)
(4,220)
-
-
-
-
(4,301)
Balance at 30/6/24
33,562
71,999
211
30,625
(6,921)
56
314 129,846
Consolidated Statement of Changes in Equity
For The Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
WATERCO LIMITED | ANNUAL REPORT 2024
45
Consolidated Group
2024
2023
$000
$000
Cash Flows from Operating Activities
Receipts from customers
253,363
140,445
Payments to suppliers and employees
(222,558)
(124,712)
Interest received
135
60
Other Income
1,268
924
Finance costs
(3,930)
(707)
Income tax paid
(3,780)
(4,823)
Net cash provided by operating activities (note 35)
24,498
11,187
Cash Flows from Investing Activities
Dividend received
1
1
Payment for property, plant & equipment
(2,337)
(2,915)
Payment for business
(54,376)
(520)
Proceeds from sale of business
154
-
Proceeds from sale of property, plant & equipment
350
46
Net cash (used in)/provided by investing activities
(56,208)
(3,388)
Cash Flows from Financing Activities
Proceeds from bank borrowings
63,788
1,102
Repayment of bank borrowings
(18,274)
(1,706)
Share buyback
(81)
(1,204)
Payment of right of use liabilities
(3,567)
(1,591)
Payment of lease liabilities
(62)
(101)
Dividends paid
(4,220)
(3,524)
Dividends paid-outside interests
-
(99)
Net cash (used in) financing activities
37,584
(7,123)
Net (decrease ) / increase in cash held
5,874
676
Cash at beginning of the year
12,337
11,946
Effects of exchange rate changes on balance of
cash held in foreign currencies
(1,409)
(285)
Cash and cash equivalents the end of the year (Note 8)
16,802
12,337
Consolidated Statement of Cash Flows
For The Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
46
Consolidated Entity Disclosure Statement
For The Year Ended 30 June 2024
Country of
Incorporation
Tax Residency
Owership
interest %
2024
Waterco Limited
Body Corporate
Australia
Australia
-
Davey Water Products Pty Ltd
Body Corporate
Australia
Australia
100
Swimart Pty Ltd
Body Corporate
Australia
Australia
100
Zane Solar Systems Australia Pty Ltd
Body Corporate
Australia
Australia
100
Swimart Network Pty Ltd
Body Corporate
Australia
Australia
100
Ezera Systems Pty Ltd
Body Corporate
Australia
Australia
60
Waterco USA Inc
Body Corporate
USA
USA
100
Waterco Engineering Sdn Bhd
Body Corporate
Malaysia
Malaysia
100
Waterco (Far East) Sdn Bhd
Body Corporate
Malaysia
Malaysia
100
Watershoppe (M) Sdn Bhd
Body Corporate
Malaysia
Malaysia
100
Baker Hydro (Far East) Sdn Bhd
Body Corporate
Malaysia
Malaysia
100
Solar-Mate Sdn Bhd
Body Corporate
Malaysia
Malaysia
100
Waterco (NZ) Ltd
Body Corporate
New Zealand
New Zealand
100
Davey Water Products NZ Ltd
Body Corporate
New Zealand
New Zealand
100
Swimart (NZ) Ltd
Body Corporate
New Zealand
New Zealand
100
Waterco (Guangzhou) Ltd
Body Corporate
China
China
100
Waterco (Europe) Ltd
Body Corporate United Kingdom United Kingdom
100
Davey Water Products SAS
Body Corporate
France
France
100
PT Waterco Indonesia
Body Corporate
Indonesia
Indonesia
51
Waterco International Pte Ltd
Body Corporate
Singapore
Singapore
100
Medipool Pte Ltd
Body Corporate
Singapore
Singapore
60
Guangzhou Waterco Environmental
Technology Co Ltd
Body Corporate
China
China
100
Waterco Vietnam Company Limited
Body Corporate
Vietnam
Vietnam
100
Basis of Preparation
The consolidated entity disclosure statement has been prepared in accordance with subsection
295(3A) (a) of the Corporations Act 2001. The entities listed in the statement are Waterco Limited
and all the entities it controls in accordance with AASB10 Consolidated Financial Statements. The
percentage of share capital disclosed for bodies corporate included in the statement represents
the economic interest consolidated in the consolidated financial statements and voting interest by
Waterco Limited either directly or indirectly.
WATERCO LIMITED | ANNUAL REPORT 2024
47
Note 1: Statement of Material Accounting
Policies
These consolidated financial statements and notes
represent those of Waterco Limited and controlled
entities, (“Group”).
The
financial
statements
are
presented
in
Australian dollars, which is Waterco Limited's
functional and presentation currency.
The directors have the power to amend and
reissue the financial statements.
Waterco Limited (a for-profit entity) is a listed
public company, incorporated and domiciled in
Australia.
The separate financial statements of the parent
entity, Waterco Limited, have not been presented
within this financial report as permitted by the
Corporations Act 2001. Supplementary information
about the parent entity is disclosed in note 2.
The financial statements were authorised for issue
on 9 September 2024.
Basis of Preparation
The financial statements are general purpose
financial statements that have been prepared in
accordance with Australian Accounting Standards,
Australian Accounting Interpretations, o t h e r
authoritative pronouncements of the Australian
Accounting Standards Board (AASB) and the
Corporations Act 2001.
Australian
Accounting
Standards
set
out
accounting policies that the AASB has concluded
would result in financial statements containing
relevant
and
reliable
information
about
transactions, events and conditions. Compliance
with Australian Accounting Standards ensures that
the financial statements and notes also comply
with International Financial Reporting Standards
as issued by the IASB. Material accounting policies
adopted in the preparation of these financial
statements are presented below and have been
consistently applied unless otherwise stated.
The financial statements have been prepared
under the historical cost convention, except for,
where applicable, the revaluation of financial
assets and liabilities at fair value through profit
or loss, financial assets at fair value through other
comprehensive income, investment properties,
certain classes of property, plant and equipment
and derivative financial instruments.
The preparation of the financial statements
requires the use of certain critical accounting
estimates. It also requires management to exercise
its judgement in the process of applying the
consolidated entity's accounting policies. The
areas involving a higher degree of judgement
or complexity, or areas where assumptions
and estimates are significant to the financial
statements, are disclosed in note 1.
New or amended Accounting Standards and
Interpretations adopted
The consolidated entity has adopted all of
the new or amended Accounting Standards
and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
Any new or amended Accounting Standards or
Interpretations that are not yet mandatory have
not been early adopted.
a. Principles of Consolidation
The
consolidated
financial
statements
incorporate all of the assets, liabilities and
results of the parent (Waterco Limited) and all
of the subsidiaries (including any structured
entities). Subsidiaries are entities the parent
controls. The parent 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. A list of the subsidiaries
is provided in Note 12. All subsidiaries have a
30 June financial year end except for Waterco
Guangzhou Ltd, PT Waterco Indonesia and
Waterco Vietnam Company Ltd which have a
31 December financial year end. The reason for
this is local company regulation.
The
assets,
liabilities
and
results
of
all
subsidiaries are fully consolidated into the
financial statements of the Group from the date
on which control is obtained by the Group. The
consolidation of a subsidiary is discontinued
from the date that control ceases. Intercompany
transactions, balances and unrealised gains or
losses on transactions between group entities
are fully eliminated on consolidation. Accounting
policies of subsidiaries have been changed and
adjustments made where necessary to ensure
uniformity of the accounting policies adopted
by the Group.
Equity interests in a subsidiary not attributable,
directly or indirectly, to the Group are presented
as “non-controlling interests”. The Group initially
recognises non-controlling interests that are
present ownership interests in subsidiaries and
are entitled to a proportionate share of the
subsidiary’s net assets on liquidation at either
fair value or at the non-controlling interests’
proportionate share of the subsidiary’s net
assets. Subsequent to initial recognition, non-
controlling interests are attributed their share
of profit or loss and each component of other
comprehensive
income.
Non-controlling
interests are shown separately within the equity
section of the statement of financial position
and statement of comprehensive income.
Notes To The Financial Statements
For The Year Ended 30 June 2024
48
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 1: Statement of Significant Accounting
Policies (continued)
Business combinations
The acquisition method of accounting is used to
account for business combinations regardless of
whether equity instruments or other assets are
acquired.
The consideration transferred is the sum of
the acquisition-date fair values of the assets
transferred, equity instruments issued or liabilities
incurred by the acquirer to former owners of the
acquiree and the amount of any non-controlling
interest in the acquiree. For each business
combination, the non-controlling interest in the
acquiree is measured at either fair value or at the
proportionate share of the acquiree's identifiable
net assets. All acquisition costs are expensed as
incurred to profit or loss.
On the acquisition of a business, the consolidated
entity assesses the financial assets acquired and
liabilities assumed for appropriate classification
and designation in accordance with the contractual
terms, economic conditions, the consolidated
entity's operating or accounting policies and
other pertinent conditions in existence at the
acquisition-date.
Where the business combination is achieved in
stages, the consolidated entity remeasures its
previously held equity interest in the acquiree at
the acquisition-date fair value and the difference
between the fair value and the previous carrying
amount is recognised in profit or loss.
Contingent consideration to be transferred by
the acquirer is recognised at the acquisition-date
fair value. Subsequent changes in the fair value
of the contingent consideration classified as an
asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is
not remeasured and its subsequent settlement is
accounted for within equity.
The difference between the acquisition-date fair
value of assets acquired, liabilities assumed and
any non-controlling interest in the acquiree and
the fair value of the consideration transferred
and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the
consideration transferred and the pre-existing fair
value is less than the fair value of the identifiable
net assets acquired, being a bargain purchase
to the acquirer, the difference is recognised as a
gain directly in profit or loss by the acquirer on
the acquisition-date, but only after a reassessment
of the identification and measurement of the net
assets acquired, the non-controlling interest in the
acquiree, if any, the consideration transferred and
the acquirer's previously held equity interest in the
acquirer.
Operating segments
Operating segments are presented using the
'management approach', where the information
presented is on the same basis as the internal
reports provided to the Chief Operating Decision
Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and
assessing their performance.
b. Fair Value of Assets and Liabilities
The Group measures some of its assets and
liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements
of the applicable Accounting Standard.
Fair value is the price the Group would receive
to sell an asset or would have to pay to transfer
a liability in an orderly (ie unforced) transaction
between
independent,
knowledgeable
and
willing market participants at the measurement
date.
As fair value is a market-based measure, the
closest equivalent observable market pricing
information is used to determine fair value.
Adjustments to market values may be made
having regard to the characteristics of the
specific asset or liability. The fair values of
assets and liabilities that are not traded in an
active market are determined using one or
more valuation techniques. These valuation
techniques maximise, to the extent possible, the
use of observable market data.
To the extent possible, market information is
extracted from either the principal market for
the asset or liability (ie the market with the
greatest volume and level of activity for the
asset or liability) or, in the absence of such a
market, the most advantageous market available
to the entity at the end of the reporting period
(ie the market that maximises the receipts from
the sale of the asset or minimises the payments
made to transfer the liability, after taking into
account transaction costs and transport costs).
For
non-financial
assets,
the
fair
value
measurement also takes into account a market
participant’s ability to use the asset in its
highest and best use or to sell it to another
market participant that would use the asset in
its highest and best use.
The fair value of liabilities and the entity’s own
equity instruments (excluding those related to
share-based payment arrangements) may be
valued, where there is no observable market
price in relation to the transfer of such financial
instrument, by reference to observable market
information where such instruments are held as
assets. Where this information is not available,
other valuation techniques are adopted and,
where significant, are detailed in the respective
note to the financial statements.
WATERCO LIMITED | ANNUAL REPORT 2024
49
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 1: Statement of Significant Accounting
Policies (continued)
c. Lease liabilities
A
lease
liability
is
recognised
at
the
commencement date of a lease. The lease
liability is initially recognised at the present
value of the lease payments to be made over
the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate
cannot be readily determined, the consolidated
entity's incremental borrowing rate. Lease
payments comprise of fixed payments less
any
lease
incentives
receivable,
variable
lease payments that depend on an index or
a rate, amounts expected to be paid under
residual value guarantees, exercise price of
a purchase option when the exercise of the
option is reasonably certain to occur, and any
anticipated termination penalties. The variable
lease payments that do not depend on an index
or a rate are expensed in the period in which
they are incurred.
Lease liabilities are measured at amortised
cost using the effective interest method. The
carrying amounts are remeasured if there is a
change in the following: future lease payments
arising from a change in an index or a rate
used; residual guarantee; lease term; certainty
of a purchase option and termination penalties.
When a lease liability is remeasured, an
adjustment is made to the corresponding right-
of-use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written
down.
d. Inventories
Inventories are measured at the lower of cost
and net realisable value. Cost is determined on
a standard cost basis. The cost of manufactured
products includes direct materials, direct
labour and an appropriate portion of variable
and fixed overheads. Overheads are applied
on the basis of normal operating capacity. Net
realisable value is determined as the estimated
selling price less costs to sell.
e. Income Tax
The income tax expense/(income) for the
year comprises current income tax expense/
(income) and deferred tax expense/(income).
Current income tax expense charged to profit
or loss is the tax payable on taxable income.
Current tax liabilities/(assets) are measured at
the amounts expected to be paid to/(recovered
from) the relevant taxation authority.
Deferred
income
tax
expense
reflects
movements in deferred tax asset and deferred
tax liability balances during the year as well
unused tax losses.
Current and deferred income tax expense/
(income) is charged or credited outside profit
or loss when the tax relates to items that are
recognised outside profit or loss.
Except for business combinations, no deferred
income tax is recognised from the initial
recognition of an asset or liability, where there
is no effect on accounting or taxable profit or
loss.
Deferred tax assets and liabilities are calculated
at the tax rates that are expected to apply to the
period when the asset is realised or the liability
is settled and their measurement also reflects
the manner in which management expects to
recover or settle the carrying amount of the
related asset or liability.
Deferred tax assets relating to temporary
differences
and
unused
tax
losses
are
recognised only to the extent that it is probable
that future taxable profit will be available
against which the benefits of the deferred tax
asset can be utilised.
Where temporary differences exist in relation
to
investments
in
subsidiaries,
branches,
associates, and joint ventures, deferred tax
assets and liabilities are not recognised where
the timing of the reversal of the temporary
difference can be controlled and it is not
probable that the reversal will occur in the
foreseeable future.
Current tax assets and liabilities are offset
where a legally enforceable right of set-off
exists and it is intended that net settlement or
simultaneous realisation and settlement of the
respective asset and liability will occur. Deferred
tax assets and liabilities are offset where: (a) a
legally enforceable right of set-off exists; and
(b) the deferred tax assets and liabilities relate
to income taxes levied by the same taxation
authority on either the same taxable entity or
different taxable entities where it is intended
that net settlement or simultaneous realisation
and settlement of the respective asset and
liability will occur in future periods in which
significant amounts of deferred tax assets
or liabilities are expected to be recovered or
settled.
Waterco
Limited
and
its
wholly-owned
Australian
Subsidiaries
have
formed
a
consolidated group for the purposes of the
tax consolidation provisions of the Income Tax
Assessment Act 1997. Each entity in the group
recognises its own current and deferred tax
assets and liabilities. Such taxes are measured
using the “stand-alone taxpayer” approach to
allocation. All of the deferred tax assets and
liabilities of the subsidiary members
50
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 1: Statement of Significant Accounting
Policies (continued)
e. Income Tax
(continued) have become part of the deferred
assets and liabilities of Waterco Ltd. Each
company in the group contributes to the income
tax payable in proportion to their contribution
to the net profit before tax of the consolidated
group. The group notified the ATO on 20
January 2005 that it had formed an income tax
consolidated group to apply from 1 July 2003.
f. Discontinued operations
A discontinued operation is a component of
the consolidated entity that has been disposed
of or is classified as held for sale and that
represents a separate major line of business
or geographical area of operations, is part
of a single co-ordinated plan to dispose of
such a line of business or area of operations,
or is a subsidiary acquired exclusively with
a view to resale. The results of discontinued
operations are presented separately on the
face of the statement of profit or loss and other
comprehensive income.
g. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s
entities is measured using the currency of the
primary economic environment in which that
entity operates. The consolidated financial
statements are presented in Australian dollars
which is the parent entity’s functional and
presentation currency.
Transaction and balances
Foreign currency transactions are translated
into functional currency using the exchange
rates prevailing at the date of the transaction.
Foreign currency monetary items are translated
at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be
carried at the exchange rate at the date of the
transaction. Non-monetary items measured at
fair value are reported at the exchange rate at
the date when fair values were determined.
Exchange differences arising on the translation
of monetary items are recognised in the
statement of comprehensive income, except
where deferred in equity as a qualifying cash
flow or net investment hedge.
Exchange differences arising on the translation
of non-monetary items are recognised directly
in equity to the extent that the gain or loss
is directly recognised in equity, otherwise
the exchange difference is recognised in the
statement of comprehensive income
Group companies
The financial results and position of foreign
operations
whose
functional
currency
is
different from the group’s presentation currency
are translated as follows:
• assets and liabilities are translated at year-end
exchange rates prevailing at that reporting
date;
• income and expenses are translated at
average exchange rates for the period; and
• retained earnings are translated at the
exchange rates prevailing at the date of the
transaction
Exchange differences arising on translation of
foreign operations are transferred directly to the
Group’s foreign currency translation reserve in
the statement of comprehensive income. These
differences are recognised in the statement of
comprehensive income in the period in which
the operation is disposed.
h. Employee Benefits
Provision
for
employee
benefits,
which
include long service leave, and annual leave
are computed to cover expected benefits at
balance date.
Employee benefits expected to be settled
within one year together with benefits arising
from wages and salaries, annual leave and sick
leave which will be settled after one year, have
been measured at the amounts expected to be
paid when the liability is settled plus related on-
costs. (see notes 19 and 21)
Employee benefits (long service leave) payable
later than one year have been measured at
the present value of the estimated future cash
outflows to be made for those benefits. In
determining the liability, consideration is given
to employee wage increases and the probability
that the employee may satisfy any vesting
requirements. Those cash flows are discounted
using market yields on national government
bonds with terms to maturity that match the
expected timing of cash flows attributable to
employee benefits.
Contributions are made by the consolidated
group to an employee superannuation fund and
are charged as expenses when incurred. The
consolidated group has no legal obligation to
cover any shortfall in the funds obligations to
provide benefits to employees on retirement.
i. Deferred Expenditure
Expenditure during the research phase of a
project is recognised as an expense when
incurred. Development costs are capitalised
only when technical feasibility studies identify
that the project will deliver future economic
benefits and these benefits can be measured
reliably.
WATERCO LIMITED | ANNUAL REPORT 2024
51
i. Deferred Expenditure (continued)
Development costs have a finite life and are
amortised on a systematic basis matched to
the future economic benefits over the useful
life of the project.
j. Acquisition of Assets
The cost method of accounting has been used
for acquisition of all assets (including shares).
Cost is defined as the fair value of the assets
given up at the date of acquisition plus costs
incidental to acquisition. Where goodwill arises,
it is brought to account.
Goodwill arises on the acquisition of a business.
Goodwill is not amortised. Instead, goodwill
is tested annually for impairment, or more
frequently if events or changes in circumstances
indicate that it might be impaired and is carried
at cost less accumulated impairment losses.
Impairment losses on goodwill are taken to
profit or loss and are not subsequently reversed.
k. Property, Plant and Equipment
Each class of property, plant and equipment
is carried at cost or fair value less, where
applicable, any accumulated depreciation.
Property
Land and buildings are measured on a fair value
basis being the amount for which an asset could
be exchanged between knowledgeable willing
parties in an arm's length transaction.
The value of the land and buildings owned
by the consolidated group are based on the
following independent valuations:
Increases (net of deferred taxes) in the carrying
amount arising on revaluation of land and
buildings are credited to a revaluation surplus in
equity. Decreases that offset previous increases
of the same asset are charged against fair value
reserves directly in equity; all other decreases
are charged to the statement of comprehensive
income. Any accumulated depreciation at the
date of revaluation is eliminated against the
gross carrying amount of the asset and the net
amount is restated to the revalued amount of
the asset.
On 25 May 2023, Waterco Ltd revalued its
Rydalmere Property resulting in an increase
of $A3,600,000 from the last valuation of the
property done on 30 June 2021. The value of the
Rydalmere Property increased from $A29.5m to
$A33.1m.
On 14 June 2023, Waterco (Far East) Sdn
revalued its SG Buloh Property resulting in
an increase of RM2,000,000 from the last
valuation of the property done on 15 May
2020. The value of the property increased
from
RM60,000,000
($A20,426,227)
to
RM62,000,000 ($A19,985,817).
The above valuations were performed by
independent valuers.
Plant and equipment
Plant and equipment are measured on the
cost basis and therefore carried at cost less
accumulated depreciation and any accumulated
impairment. In the event the carrying amount
of plant and equipment is greater than the
estimated recoverable amount, the carrying
amount is written down immediately to the
estimated recoverable amount and impairment
losses are recognised either in profit or loss
or as a revaluation decrease if the impairment
losses relate to a revalued asset.
A formal assessment of recoverable amount is
made when impairment indicators are present
(refer to Note 1(o) for details of impairment).
The carrying amount of plant and equipment is
reviewed annually by directors to ensure it is not
in excess of the recoverable amount from these
assets. The recoverable amount is assessed on
the basis of the expected net cash flows that will
be received from the asset’s employment and
subsequent disposal. The expected net cash
flows have been discounted to their present
values in determining recoverable amounts.
The cost of fixed assets constructed within
the consolidated group includes the cost of
materials, direct labour, borrowing costs and
an appropriate proportion of fixed and variable
overheads. Subsequent costs are included in
the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when
it is probable that future economic benefits
associated with the item will flow to the Group
and the cost of the item can be measured
reliably. All other repairs and maintenance are
charged to the statement of comprehensive
income during the financial period in which they
are incurred.
Land &
Buildings
Date of
Valuation
Amount
Rydalmere
NSW
25 May 2023
AUD 33,100,000
Malaysia
14 June 2023
AUD 19,985,817
(MYR 62,000,000)
USA
4 May 2022
AUD 2,594,937
(USD 1,845,000)
Notes To The Financial Statements
For The Year Ended 30 June 2024
52
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 1: Statement of Significant Accounting
Policies (continued)
k. Property, Plant and Equipment (continued)
Depreciation
The depreciable amount of all fixed assets
including building and capitalised leased assets,
but excluding freehold land, is depreciated over
their useful lives commencing from the time the
asset is ready for use. Leasehold improvements
are depreciated over the shorter of either the
unexpired period of the lease or the estimated
useful lives of the improvements.
The gain or loss on disposal of all fixed assets
is determined as the difference between the
carrying amount of the asset at the time of
disposal and the proceeds of disposal, and is
included in operating profit before income tax
of the consolidated group in the year of disposal.
Depreciation
where
applicable
has
been
charged in the accounts so as to write off each
asset over the estimated useful life of the asset
concerned. Either the diminishing value or
straight line method, as considered appropriate,
is used. The depreciation rates used for each
class of depreciable assets are:
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
balance date.
An asset’s carrying amount is written down
immediately to its recoverable amount if the
asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined
by comparing the proceeds with the carrying
amount. These gains and losses are included in
the statement of comprehensive income. When
revalued assets are sold, amounts included in
the revaluation reserve relating to that asset are
recognised in the profit and loss in the period in
which they arise.
l. Right-of-use assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-of-
use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted
for, as applicable, any lease payments made at
or before the commencement date net of any
lease incentives received, any initial direct costs
incurred, and, except where included in the cost
of inventories, an estimate of costs expected to
be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a
straight- line basis over the unexpired period
of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the
consolidated entity expects to obtain ownership
of the leased asset at the end of the lease term,
the depreciation is over its estimated useful life.
Right-of use assets are subject to impairment
or adjusted for any re- measurement of lease
liabilities.
The consolidated entity has elected not to
recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of
12 months or less and leases of low-value assets.
Lease payments on these assets are expensed
to profit or loss as incurred.
m. Revenue recognition
The consolidated entity recognises revenue as
follows:
Revenue from contracts with customers
Revenue is recognised at an amount that
reflects
the
consideration
to
which
the
consolidated entity is expected to be entitled in
exchange for transferring goods or services to
a customer. For each contract with a customer,
the consolidated entity: identifies the contract
with a customer; identifies the performance
obligations in the contract; determines the
transaction price which takes into account
estimates of variable consideration and the time
value of money; allocates the transaction price
to the separate performance obligations on the
basis of the relative stand-alone selling price of
each distinct good or service to be delivered;
and recognises revenue when or as each
performance obligation is satisfied in a manner
that depicts the transfer to the customer of the
goods or services promised.
Variable consideration within the transaction
price, if any, reflects concessions provided to
the customer such as discounts, rebates and
refunds, any potential bonuses receivable from
the customer and any other contingent events.
Such estimates are determined using either the
'expected value' or 'most likely amount' method.
The measurement of variable consideration
is subject to a constraining principle whereby
revenue will only be recognised to the extent
that it is highly probable that a significant
reversal in the amount of cumulative revenue
recognised will not occur. The measurement
constraint continues until the uncertainty
associated with the variable consideration is
subsequently resolved. Amounts received that
are subject to the constraining principle are
recognised as a refund liability.
Class of Fixed Assets
Depreciation Rate
Buildings
1.50%
-
2.50%
Plant and equipment
6.00%
-
33.33%
Leased plant and
equipment
13.00%
-
20.00%
WATERCO LIMITED | ANNUAL REPORT 2024
53
Note 1: Statement of Significant Accounting
Policies (continued)
m. Revenue recognition (continued)
Revenue from the sale of goods is recognised
at the point of delivery as this corresponds to
the transfer of significant risks and rewards of
ownership of the goods and the cessation of all
involvement in those goods.
Rent revenue from investment properties is
recognised on a straight-line basis over the lease
term. Lease incentives granted are recognised
as part of the rental revenue. Contingent rentals
are recognised as income in the period when
earned.
Interest revenue is recognised using the
effective interest rate method.
Dividend revenue is recognised when the right
to receive a dividend has been established.
Franchise fee income is invoiced and recognised
as revenue on a monthly basis.
Other revenue is recognised when it is received
or when the right to receive payment is
established.
All revenue is stated net of the amount of goods
and services tax (GST).
n. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised
net of the amount of GST, except where the
amount of GST incurred is not recoverable
from the Australian Taxation Office. In these
circumstances, the GST is recognised as part of
the cost of acquisition of the asset or as part
of an item of the expense. Receivables and
payables in the statement of financial position
are shown inclusive of GST.
Cashflows are presented in the cash flow
statement on a gross basis, except for the GST
component of investing and financing activities,
which are disclosed as operating cash flows.
o. Impairment of Assets
At the end of each reporting period, the Group
assesses whether there is any indication that
an asset may be impaired. The assessment
will include the consideration of external
and internal sources of information including
dividends received from subsidiaries, associates
or jointly controlled entities deemed to be out
of pre-acquisition profits. If such an indication
exists, an impairment test is carried out on the
asset by comparing the recoverable amount
of the asset, being the higher of the asset’s
fair value less costs to sell and value in use, to
the asset’s carrying amount. Any excess of the
asset’s carrying amount over its recoverable
amount is recognised immediately in profit or
loss, unless the asset is carried at a revalued
amount in accordance with another Standard
(eg in accordance with the revaluation model in
AASB 116). Any impairment loss of a revalued
asset is treated as a revaluation decrease in
accordance with that other Standard.
Where it is not possible to estimate the
recoverable amount of an individual asset, the
Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Impairment testing is performed annually for
goodwill and intangible assets with indefinite
lives.
p. Trade and Other Receivables
Trade receivables are initially recognised at fair
value and subsequently measured at amortised
cost using the effective interest method, less
any allowance for expected credit losses. Trade
receivables are generally due for settlement
within 30 days.
The
consolidated
entity
has
applied
the
simplified approach to measuring expected
credit losses, which uses a lifetime expected
loss allowance. To measure the expected credit
losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised
cost, less any allowance for expected credit
losses.
q. Trade and Other Payables
These amounts represent liabilities for goods
and services provided to the consolidated entity
prior to the end of the financial year and which
are unpaid. Due to their short-term nature, they
are measured at amortised cost and are not
discounted. The amounts are unsecured and are
usually paid within 30 days of recognition.
Contract Liabilities
Contract liabilities represent the consolidated
entity's obligation to transfer goods or services
to a customer and are recognised when a
customer pays consideration, or when the
consolidated entity recognises a receivable to
reflect its unconditional right to consideration
(whichever is earlier) before the consolidated
entity has transferred the goods or services to
the customer.
r. Provisions
Provisions are recognised when the group has
a legal or constructive obligation, as a result
of past events, for which it is probable that an
outflow of economic benefits will result and that
outflow can be reliably measured.
Notes To The Financial Statements
For The Year Ended 30 June 2024
54
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 1: Statement of Significant Accounting
Policies (continued)
s. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with banks, other short-
term highly liquid investments with original
maturities of three months or less, and bank
overdrafts. Bank overdrafts are shown within
short-term borrowings in current liabilities in
the statement of financial position.
t. Borrowings and Transaction Costs
Loans and borrowings are initially recognised
at the fair value of the consideration received,
net of transaction costs. They are subsequently
measured at amortised cost using the effective
interest method.
Transaction costs are incremental costs that are
directly attributable to the acquisition, issue or
disposal of a financial asset or financial liability.
An incremental cost is one that would not have
been incurred if the entity had not acquired,
issued or disposed of the financial instrument.
u. Investments and Other Financial Assets
Investments and other financial assets are
initially measured at fair value. Transaction costs
are included as part of the initial measurement,
except for financial assets at fair value through
profit or loss. Such assets are subsequently
measured at either impaired cost or fair value
depending on their classification. Classification
is determined based on both the business
model within which such assets are held and
the contractual cash flow characteristics of the
financial asset, unless an accounting mismatch
is being avoided.
Financial assets are derecognised when the
rights to receive cash flows have expired or
have been transferred and the consolidated
entity has transferred substantially all the risks
and rewards of ownership. When there is no
reasonable expectation of recovering part or all
of a financial asset, its carrying value is written
off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost
or at fair value through other comprehensive
income are classified as financial assets at fair
value through profit or loss. Typically, such
financial assets will be either:
i. held for trading, where they are acquired for
the purpose of selling in the short-term with
an intention of making a profit, or a derivative;
or
ii. designated as such upon initial recognition
where permitted. Fair value movements are
recognised in profit or loss.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through
other comprehensive income include equity
investments which the consolidated entity
intends to hold for the foreseeable future and
has irrevocably elected to classify them as such
upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss
allowance for expected credit losses on
financial assets which are either measured
at amortised cost or fair value through other
comprehensive
income.
The
measurement
of the loss allowance depends upon the
consolidated entity's assessment at the end
of each reporting period as to whether the
financial instrument's credit risk has increased
significantly since initial recognition, based on
reasonable and supportable information that is
available, without undue cost or effort to obtain.
Where there has not been a significant increase
in exposure to credit risk since initial recognition,
a 12-month expected credit loss allowance is
estimated. This represents a portion of the
asset's lifetime expected credit losses that is
attributable to a default event that is possible
within the next 12 months. Where a financial
asset has become credit impaired or where it
is determined that credit risk has increased
significantly, the loss allowance is based on
the asset's lifetime expected credit losses. The
amount of expected credit loss recognised
is measured on the basis of the probability
weighted present value of anticipated cash
shortfalls over the life of the instrument
discounted at the original effective interest rate.
For financial assets measured at fair value
through other comprehensive income, the
loss allowance is recognised within other
comprehensive income. In all other cases, the
loss allowance is recognised in profit or loss.
v. Current and Non-Current Classifications
Assets and liabilities are presented in the
statement of financial position based on current
and non-current classification.
An asset is classified as current when:
i. it is either expected to be realised or intended
to be sold or consumed in the consolidated
entity's normal operating cycle;
ii. it is held primarily for the purpose of trading;
iii. it is expected to be realised within 12 months
after the end of the reporting period; or
iv. the asset is cash or cash equivalent unless
restricted from being exchanged or used to
settle a liability for at least 12 months after
the reporting period.
All other assets are classified as non-current.
WATERCO LIMITED | ANNUAL REPORT 2024
55
Note 1: Statement of Significant Accounting
Policies (continued)
v. Current
and
Non-Current
Classifications
(continued)
A liability is classified as current when:
i. it is either expected to be settled in the
consolidated entity's normal operating cycle;
ii. it is held primarily for the purpose of trading;
iii.
it is due to be settled within 12 months
after the end of the reporting period; or
iv. there is no unconditional right to defer the
settlement of the liability for at least 12 months
after the reporting period.
All other liabilities are classified as non-current.
w. Rounding of Amounts
The amounts in the financial statements and
directors’ report have been rounded off to
the nearest $1,000 in accordance with ASIC
Corporations (Rounding in Financial/Directors
Reports) Instrument 2016/191.
x. Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements
incorporated into the financial report based on
historical knowledge and best available current
information.
Estimates
assume
a
reasonable
expectation of future events and are based on
current trends and economic data, obtained both
externally and within the group.
Key Estimates
(i) Inventory Classification
Included in inventory are certain inventory items
held to service existing products and various
components used in the manufacturing process.
The nature of these items may require them to
be included in inventory for more than one year.
Management
has
evaluated
these
inventory
items and do not consider the carrying value of
these items as material. All inventory items have
therefore been classified as current.
(ii) Inventory Obsolescence
Management review inventory reports on a regular
basis to determine slow-moving or obsolescence.
Appropriate provisions are carried for impairment
of slow-moving items. Obsolete items are disposed
of as and when identified.
(iii) Impairment-General
The Group assesses impairment at the end of each
reporting period by evaluating conditions and
events specific to the Group that may be indicative
of impairment triggers. Recoverable amounts of
relevant assets are reassessed using value-in-
use calculations which incorporate various key
assumptions.
y. New Accounting Standards and Interpretations
not yet mandatory or early adopted
Australian Accounting Standards and Interpretations
that have recently been issued or amended but are
not yet mandatory, have not been early adopted
by the consolidated entity for the annual reporting
period ended 30 June 2024.
The consolidated entity has not yet assessed the
impact of these new or amended Accounting
Standards and Interpretations.
z. Comparative Figures
Where
required
by
Accounting
Standards
comparative figures have been adjusted to
conform with changes in presentation for the
current financial year.
Notes To The Financial Statements
For The Year Ended 30 June 2024
56
STATEMENT OF FINANCIAL POSITION
2024
2023
$000
$000
ASSETS
Current Assets
33,911
36,058
Non-Current Assets
134,672
85,588
TOTAL ASSETS
168,583
121,646
LIABILITIES
Current Liabilities
37,769
26,124
Non-Current Liabilities
53,550
14,549
TOTAL LIABILITIES
91,319
40,673
EQUITY
Issued capital
33,562
33,643
Capital profits reserve
180
180
Asset revaluation reserve
20,615
20,615
Share options reserve
56
27
Retained earnings
22,851
26,508
TOTAL EQUITY
77,264
80,973
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
2024
2023
$000
$000
Total profit after tax
563
3,979
Total comprehensive income
592
7,194
Note 2: Parent Information
The following information has been extracted from the books and records of the parent and has been
prepared in accordance with accounting standards
Guarantees
At 30 June 2024, Waterco Ltd has provided guarantees up to RM11,150,000 and USD1,000,000
(AUD5,075,152) (2023: RM11,150,000 and USD1,000,000 (AUD5,102,519) to two Malaysian Banks for loans
provided to a subsidiary, Waterco (Far East) Sdn Bhd..
Contractual Commitments
At 30 June 2024, Waterco Ltd has not entered into any contractual commitments for the acquisition of
any property, plant and equipment. (2023: $nil).
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as
disclosed in note 1, except for the following:
• Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
• Dividends received from subsidiaries are recognized as other income by the parent entity and its receipt
may be an indicator of an impairment of the investment
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
57
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 3: Revenue and Other Income
Revenue from Continuing Operations
Sales revenue
• Sale of goods
239,092
129,050
Other revenue
• Interest received 3(a)
135
60
• Dividends received
1
1
• Rental income
4,349
3,712
• Rent-Other
53
252
• Other
1,215
924
Total Revenue
244,845
133,999
Timing of revenue recognition
- Goods transferred at a point in time
239,092
129,050
- Services transferred over time
5,753
4,949
244,845
133,999
(a) Interest received or receivable from
• Other persons
135
60
Total interest revenue
135
60
Other Income
Net gain on disposal of non-current assets
• Property, plant and equipment
204
15
• Goodwill
31
-
58
Consolidated Group
2024
2023
$000
$000
Note 4: Profit for the Year
Profit for the year has been determined after:
(a) Expenses:
Cost of Sales
124,286
63,921
Finance costs:
• Borrowings
3,285
296
• Lease liabilities
629
408
• Finance charges on finance leases
16
3
3,930
707
Depreciation of non-current assets :
• Buildings
870
614
• Plant & equipment
2,365
1,127
• Capitalised leased assets
51
78
• Right of use assets
7,959
5,247
11,245
7,066
Impairment of non-current assets:
• Goodwill on acquisition
54
54
• Goodwill on consolidation
32
25
86
79
Bad and doubtful debts
• Trade debtors
19
-
Rental expense on Operating leases
• Minimum lease payments
1,427
1,138
Net loss on disposal of non-current assets
• Property, plant and equipment
14
-
Note 5: Auditors’ Remuneration
Remuneration of the auditor of the parent entity for:
• Audit or reviewing the financial report
276
130
Remuneration of other auditors of subsidiaries for:
• Auditing or reviewing the financial report of subsidiaries
217
189
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
59
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 6: Income Tax Expense
(a) The components of tax expense comprise:
• Current tax
4,903
2,820
• Deferred tax
(183)
57
• Recoupment of prior year tax losses
(269)
171
4,451
3,048
Income tax attributable to:
- Profit from continuing operations
4,451
3,048
(b) The prima facie tax on profit before income tax is
to the income tax as follows:
Profit before income tax
18,302
13,853
Prima facie tax payable on profit before income tax at 30%
(2023: 30%)
5,491
4,156
Add
Tax effect of:
• Depreciation of buildings
170
194
• Impairment of goodwill
26
23
• Entertainment
74
10
• Non deductible expenses
12
33
• Other
66
-
Less
Tax effect of:
• Research and development
155
-
• Effects of lower rates in overseas countries
419
539
• Unrealised foreign exchange gains
234
120
• Exempt income
57
-
• Adjustment recognised for prior period
194
239
• Reinvestment allowance
-
147
• Foreign controlled entities tax losses not tax effected
329
150
• Other
-
173
Income tax expense/(benefit) attributable to entity
4,451
3,048
The applicable weighted average effective tax rates are as
follows:
24%
22%
60
Note7: Key Management Personnel Compensation
(a) Key Management Personnel (KMP) Compensation
The total remuneration paid to KMP of the company and the Group during the year are as follows:
Consolidated Group
2024
2023
$000
$000
Short-term employee benefits
1,990
1,569
Post-employment benefits
150
118
Other long term benefits
69
37
2,209
1,724
Refer to the remuneration report contained in the directors’ report for remuneration paid or payable to
each KMP
(b) Compensation Practices
In constructing, reviewing and determining the remuneration policy for Executive Directors and
the senior executive team, the Board and Remuneration Committee have considered a number of
factors including:
• the importance of attracting, retaining and motivating management of the appropriate calibre to
further the success of the business;
• linking pay to performance by rewarding effective individual achievement as well as business
performance; and
• the mix within the package which is designed to align personal reward with enhanced shareholder
value over both the short and long-term.
The Executive Directors’ and the senior executive team’s package consists of two general components:
• fixed remuneration component consisting of base salary which executives may “salary sacrifice” and
other benefits; and
• variable or “at risk” component consisting of an annual short term incentive plan for executives
Remuneration of the company’s Non-Executive Directors is determined by the Board, based on the
nature of their work, responsibilities and market comparisons. The maximum aggregate amount of
fees that can be paid to Non-Executive Directors is subject to approval by shareholders.
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
61
Notes To The Financial Statements
For The Year Ended 30 June 2024
CURRENT ASSETS
Note 8: Cash and cash equivalents
Consolidated Group
2024
2023
$000
$000
Cash at bank and in hand (1)
16,802
12,337
Reconciliation of cash
Cash at the end of the year as shown in the statement of cash
Cash and cash equivalents
16,802
12,337
16,802
12,337
(1) Includes $436,951 (2023:$489,524) in advertising levies held
by Waterco Ltd in its capacity as the franchisor of the Swimart
network and included in other creditors (see note 16).
Amounts are held in a separate bank account at year end
in accordance with the franchise agreement and
are not available for general use by Waterco Ltd.
Note 9: Trade and other receivables
Trade receivables
37,117
16,166
Less: allowance for expected credit loss
(613)
(425)
impairment of receivables
36,504
15,741
Other receivables
1,080
1,365
37,584
17,106
Opening
Balance
1.7.2022
Charge for
the Year
Amounts
Written Off
Closing
Balance
30.6.2023
$000
$000
$000
$000
Consolidated Group
Current trade receivables
519
-
(94)
425
Opening
Balance
1.7.2023
Charge for
the Year
Amounts
Written Off
Closing
Balance
30.6.2024
$000
$000
$000
$000
Consolidated Group
Current trade receivables
425
207
(19)
613
Movements in the allowance of expected credit loss of receivables are as follows:
62
There are $9,982,000 (2023: $1,004,000) within trade and other receivables that are not impaired and
are past due date. It is expected these balances will be received in full. Impaired receivables are provided
for in full.
The following table details the Group’s trade and other receivables exposed to credit risk (prior to collateral
and other credit enhancements) with ageing analysis and impairment provided for thereon. Amounts
are considered as ‘past due’ when the debt has not been settled, with the terms and conditions agreed
between the Group and the customer or counterparty to the transaction. Receivables that are past due
are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are
specific circumstances indicating that the debt may not be fully repaid to the Group.
The balances of receivables that remain within initial trade terms (as detailed in the table) are considered
to be of high credit quality.
The Group does not hold any financial assets with terms that have been renegotiated, but which would
otherwise be past due or impaired.
Gross
amount
Past due
and
impaired
Past due but not impaired (days overdue)
Within
initial trade
terms
< 30
31–60
61–90
> 90
$000
$000
$000
$000
$000
$000
$000
Consolidated Group
2023
Trade and term receivables
16,166
425
829
742
(160)
(407)
14,737
Other receivables
1,365
1,365
Total
17,531
425
829
742
(160)
(407)
16,102
2024
Trade and term receivables
37,117
613
3,704
2,183
4,246
(151)
26,522
Other receivables
1,080
1,080
Total
38,197
613
3,704
2,183
4,246
(151)
27,602
Note 9: Trade and other receivables (continued)
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
63
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 10: Inventories
Raw materials and stores at cost
7,968
13,546
Work in progress at cost
4,460
3,552
Finished goods at cost
82,811
37,052
Goods in transit at cost
7,563
2,538
Provision for inventory write-down
(8,005)
(6,543)
94,797
50,145
Note 11: Other current assets
Prepayments
3,134
2,643
3,134
2,643
NON CURRENT ASSETS
Note 12: Interests in Subsidiaries
Country of
Carries on
% owned
incorporation
business in
2024
2023
Parent Entity
Waterco Limited
Australia
Australia
-
-
Controlled Entities of Waterco Limited:
Davey Water Products Pty Ltd*
Australia
Australia
100
-
Swimart Pty Ltd
Australia
Australia
100
100
Zane Solar Systems Australia Pty Ltd
Australia
Australia
100
100
Swimart Network Pty Ltd
Australia
Australia
100
100
Ezera Systems Pty Ltd
Australia
Australia
60
60
Waterco USA Inc
USA
USA
100
100
Waterco Engineering Sdn Bhd
Malaysia
Malaysia
100
100
Waterco (Far East) Sdn Bhd
Malaysia
Malaysia
100
100
Watershoppe (M) Sdn Bhd
Malaysia
Malaysia
100
100
Baker Hydro (Far East) Sdn Bhd
Malaysia
Malaysia
100
100
Solar-Mate Sdn Bhd
Malaysia
Malaysia
100
100
Waterco (NZ) Ltd
New Zealand
New Zealand
100
100
Davey Water Products NZ Ltd*
New Zealand
New Zealand
100
-
Swimart (NZ) Ltd
New Zealand
New Zealand
100
100
Waterco (Guangzhou) Ltd
China
China
100
100
Waterco (Europe) Ltd
United Kingdom United Kingdom
100
100
Davey Water Products SAS
France
France
100
-
PT Waterco Indonesia
Indonesia
Indonesia
51
51
Waterco International Pte Ltd
Singapore
Singapore
100
100
Medipool Pte Ltd
Singapore
Singapore
60
60
Guangzhou Waterco Environmental Technology Co Ltd
China
China
100
100
Waterco Vietnam Company Limited
Vietnam
Vietnam
100
100
*Acquired on 1 September 2023
64
Consolidated Group
2024
2023
$000
$000
Note 13: Property, plant & equipment
Freehold land at independent valuation
23,577
23,671
Freehold buildings at independent valuation
32,447
32,406
Less: accumulated depreciation
(1,176)
(258)
31,271
32,148
Plant & equipment at cost
66,785
37,006
Less: accumulated depreciation
(52,740)
(26,985)
14,045
10,021
Leased plant & equipment at cost
405
64
Less: accumulated depreciation
(37)
(31)
368
33
Total written down value
69,261
65,873
Movements in Carrying Amounts
2023
Freehold
Land
Buildings
Plant &
Equipment
Leased
Plant
Total
$000
$000
$000
$000
$000
Consolidated Group:
Balance at the beginning of year
19,486
31,739
8,591
170
59,986
Effects of exchange rate changes
(250)
(93)
(103)
-
(446)
Additions
-
8
3,619
-
3,627
Revaluation
4,435
1,479
-
-
5,914
Reclassification
-
(371)
-
-
(371)
Disposals
-
-
(45)
(59)
(104)
Depreciation expense*
-
(614)
(2,041)
(78)
(2,733)
Carrying amount at the end of year
23,671
32,148
10,021
33
65,873
*Depreciation expense that is absorbed into the cost of manufactured inventory is $1,161,230
Notes To The Financial Statements
For The Year Ended 30 June 2024
2024
Freehold
Land
Buildings
Plant &
Equipment
Leased
Plant
Total
$000
$000
$000
$000
$000
Consolidated Group:
Balance at the beginning of year
23,671
32,148
10,021
33
65,873
Effects of exchange rate changes
(94)
(61)
(52)
-
(207)
Additions
-
107
3,096
405
3,608
Additions through business combinations
-
-
4,754
-
4,754
Revaluation
-
-
-
-
-
Reclassification
-
-
-
-
-
Disposals
-
-
(235)
(19)
(254)
Depreciation expense*
-
(923)
(3,539)
(51)
(4,513)
Carrying amount at the end of year
23,577
31,271
14,045
368
69,261
*Depreciation expense that is absorbed into the cost of manufactured inventory is $1,213,674
WATERCO LIMITED | ANNUAL REPORT 2024
65
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 13: Property, Plant & Equipment (continued)
If Land & Buildings were stated at historic cost,
amounts would be as follows:
Cost
25,309
25,323
Less: Accumulated depreciation
(5,820)
(5,449)
Net book value
19,489
19,874
The Group’s land and buildings were revalued as per the disclosures in note 1(k). The directors consider
the carrying value of the land and buildings to be a fair reflection of their market value.
Note 14: Right of use Assets
Leased buildings
50,809
33,559
Accumulated depreciation
(20,483)
(16,558)
30,326
17,001
Movement in carrying amount
Leased buildings
Opening net carrying amount
17,001
15,794
Addition to Right of use Asset
21,284
6,454
Depreciation expense
(7,959)
(5,247)
Closing net carrying amount
30,326
17,001
The consolidated entity leases land and buildings for its offices, warehouses and retail outlets under
agreements of between five to fifteen years with, in some cases, options to extend. The leases have
various escalation clauses. On renewal, the terms of the leases are renegotiated. The consolidated entity
also leases plant and equipment under agreements of between three to seven years.
Note 15: Intangible assets
Goodwill
1,071
1,071
Less: impairment
(222)
(169)
849
902
Goodwill on consolidation
435
249
Less: impairment
(145)
(112)
290
137
Product development costs
1,269
131
less: amortisation
-
-
130
131
1,269
1,170
66
Note 15: Intangible assets (continued)
Movements in Carrying Amounts
Goodwill on
consolidation
Goodwill
Deferred
expenditure
Total
$000
$000
$000
$000
Consolidated Group:
Balance at the beginning of year
137
902
131
1,170
Additions
185
-
-
185
-Disposals
-
-
-
-
Effects of exchange rate changes
-
1
(1)
-
Impairment/amortisation expense
(32)
(54)
-
(86)
Carrying amount at the end of year
290
849
130
1,269
Consolidated Group
2024
2023
$000
$000
CURRENT LIABILITIES
Note 16: Trade and other payables - unsecured
Trade creditors
21,017
7,807
Sundry creditors and accrued expenses (1)
7,292
4,546
28,309
12,353
(1) Included in sundry creditors are advertising levies collected
of $436,951 (2023: $489,524) and held by Waterco Ltd in its
capacity as the franchisor of the Swimart network. These
amounts are held in a separate bank account at year end
(see Note 8).
Note 17: Borrowings
Bank loans - secured (refer Note 20)
6,480
404
Bank trade bills (refer Note 20)
2,494
2,568
Right of use lease liability
8,269
4,165
Unexpired interest
(471)
(395)
Lease liability
59
23
16,831
6,765
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
67
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 18: Taxes
a) Liabilities
Current
Income Tax
1,824
595
Non Current Deferred tax liability comprises:
Tax allowances relating to property, plant & equipment
1,906
2,525
Revaluation adjustments taken direct to equity
9,616
8,835
Other
(443)
(333)
11,079
11,027
Parent entity DTA netted off against DTL
(4,773)
(4,773)
Consolidated DTL
6,306
6,254
b) Assets
Current
Income Tax
-
-
Deferred tax assets comprises:
Provisions
4,886
2,231
Attributable to tax losses
4,080
4,086
Tax allowances relating to property, plant & equipment
(255)
(240)
Other
659
371
9,370
6,448
Parent entity DTA netted off against DTL
(4,773)
(4,773)
Consolidated DTA
4,597
1,675
c) Reconciliations
i. Gross Movements
The overall movement in the deferred tax account is
as follows:
Opening balance
(4,580)
(2,980)
Credit/(Charge) to statement of comprehensive income
2,871
(269)
Credit/(Charge) to equity
-
(1,331)
Closing Balance
(1,709)
(4,580)
ii. Deferred Tax Liability
The movement in deferred tax liability for each
temporary difference during the year is as follows:
Tax allowances relating to property, plant & equipment
Opening balance
1,723
1,677
Transfer to deferred tax asset
-
-
Credit/(Charge) to statement of comprehensive income
183
46
Closing balance
1,906
1,723
68
Consolidated Group
2024
2023
$000
$000
Note 18: Taxes (continued)
c) Reconciliations (continued)
ii. Deferred Tax Liability (continued)
Property revaluation adjustments taken direct to equity
Opening balance
9,637
8,237
Net revaluations during current period taken direct to
equity
(21)
1,400
Closing balance
9,616
9,637
Other
Opening balance
(333)
(318)
Credit/(charge) to statement of comprehensive income
(110)
(15)
Closing balance
(443)
(333)
iii.Deferred Tax Assets
The movement in deferred tax asset for each
temporary difference during the year is as follows:
Provisions
Opening balance
2,232
2,396
Credit/(Charge) to statement of comprehensive income
2,654
(164)
Closing balance
4,886
2,232
Capital tax losses
Opening balance
4,086
4,086
Credit/(Charge) to statement of comprehensive income
(6)
-
Closing balance
4,080
4,086
Tax allowances relating to Property plant & equipment
Opening balance
(240)
(226)
Transfer from deferred tax liability
Credit/(Charge) to statement of comprehensive income
(15)
(14)
Closing balance
(255)
(240)
Other
Opening balance
369
359
Credit/(charge) to statement of comprehensive income
271
10
Closing balance
640
369
d) Deferred tax assets not brought to account the
benefits of which can only be realised in if the conditions
for deductibility set out in note 1e) occur - tax losses
- Operating losses
1,798
2,100
1,798
2,100
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
69
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 19: Short-term provisions
Employee Benefits (see note 1h)
Opening Balance
3,394
3,964
Additional provisions
9,376
1,684
Amounts used
(3,775)
(2,254)
Closing Balance
8,995
3,394
Warranty
1,270
-
10,265
3,394
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements (including bonuses
$1,828,714) (FY23 $801,348) where employees have completed the required period of service and also
those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is
presented as current, since the consolidated entity does not have an unconditional right to defer settlement.
NON-CURRENT LIABILITIES
Note 20: Borrowings
Bank loans - secured (1)
40,806
1,294
Right of use lease liability
22,743
13,272
Lease liability
307
-
63,856
14,566
(1) Bank facilities of the group are secured by a first ranking general security interest over all the assets and
undertakings of the parent entity (including a first registered mortgage over the Rydalmere Property),
and corporate guarantees from the parent entity to the banks of an overseas subsidiary. That part of
the facilities which are payable or subject to an annual review within 12 months, are classified as current.
On 31 August 2023,the parent entity obtained bank facilities of $75m from Westpac Banking Corporation
to acquire the business of Davey Water Products Pty Ltd from GUD Holdings Ltd (now known as Amotiv
Ltd). During the period to 30 June 2024, the parent entity repaid $18.2m of these bank facilities.
The remaining bank facilities of $56.8m relating to the parent entity mature on 31 August 2026. As at 30
June 2024, the parent entity has drawn $47.22m of these facilities (2023: nil) with an average interest
rate payable of 5.97%. That part of the bank facility which is repayable within one year ($6.4m) is shown
as bank loans-secured in current borrowings in note 17). Bank Facilities of RM51.5m ($A16.601m) relate
to a subsidiary and are due to mature between November 2024 and July 2029. As at 30 June 2024 an
amount of $A2.98m has been drawn and shown in Note 17 Current Borrowings: Bank loans secured
$A0.08m and Bank trade bills $A2.494m and in Note 20 as Non Current borrowings Bank loans secured
$0.406m. These loans bear an interest of 4.01%-7.06% and are repayable by monthly installments.
Note 21: Long-term provisions
Employee Benefits (see note 1h)
Opening balance
238
213
Additional provisions
295
25
Amounts used
-
-
Closing balance
533
238
a) Aggregate employee entitlement liability
9,528
3,632
b) Number of employees at year end
989
742
70
Consolidated Group
2024
2023
$000
$000
Note 22: Issued capital
Ordinary shares are classified as equity.
35,184,767 ordinary shares fully paid at beginning of the year
(2023: 35,493,146)
33,643
34,847
On 31 October 2023, 11,759 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
(47)
-
On 31 May 2024, 7,066 shares were purchased at $4.80 and
cancelled under Waterco Ltd Share-buyback Scheme
(34)
-
On 31 July 2022, 100,885 shares were purchased at $3.74 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(377)
On 31 August 2022, 14,424 shares were purchased at $3.74 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(55)
On 30 September 2022, 67,485 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(270)
On 31 October 2022, 47,002 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(188)
On 30 November 2022, 8,104 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(32)
On 31 December 2022, 4,517 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(18)
On 31 January 2023, 18,513 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(74)
On 28 February 2023, 2,969 shares were purchased at $3.95 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(12)
On 31 March 2023, 248 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(1)
On 30 April 2023, 3,721 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(15)
On 31 May 2023, 4,722 shares were purchased at $4.00 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(19)
On 30 June 2023, 35,789 shares were purchased at $3.60 and
cancelled under Waterco Ltd Share-buyback Scheme
-
(143)
35,165,942 ordinary shares fully paid at the end of
the year (2023: 35,184,767)
33,562
33,643
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
71
Note 22: Issued capital (continued)
Ordinary shares
Ordinary shares are classified as equity
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
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.
Share buy-back
On 30 June 2022, the company announced a seventh share buyback of $3,000,000 worth of shares
(approximately 833,333 shares) commencing on 1 July 2022 and ending on 30 June 2023 (or earlier if the
$3,000,000 is purchased before then). During the current year, the company purchased and cancelled nil
shares. (2023: 308,379) shares costing $nil (2023:$1,204,011).
This Share buyback expired on 30 June 2023.
On 17 July 2023, the company announced an eighth share buyback of $1,000,000 worth of shares
(approximately 226,244 shares) commencing on 18 July 2023 and ending on 2 July 2024 (or earlier if the
$1,000,000 is purchased before then). During the current year, the company purchased and cancelled
18,825 shares. (2023: nil) shares costing $80,735 (2023: nil).
After balance sheet date on 17 July 2024, the company announced a ninth share buyback of $1,000,000
worth of shares (approximately 196,078 shares) commencing on 18 July 2024 and ending on 30 June 2025
(or earlier if the $1,000,000 is purchased before then).
Capital Management
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide
the shareholders with adequate returns and ensure that the group can fund its operations and continue
as a going concern.
The group’s debt and capital includes ordinary share capital and financial liabilities supported by financial
assets. There are no externally imposed capital requirements.
Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the group
since the prior year. This strategy is to ensure that the group’s gearing ratio remains between 30% and
70%. The gearing ratios for the year ended 30 June 2024 and 30 June 2023 are as follows:
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Total borrowings
80,687
21,331
Less cash and cash equivalents
(16,802)
(12,337)
Net debt
63,885
8,994
Total equity
129,846
121,234
Total capital
193,731
130,228
Gearing ratio
33%
7%
72
Consolidated Group
Note
2024
2023
No.
$000
$000
Note 23: Reserves
a) Capital profits
211
211
The capital profits reserve relates to non taxable
profits on sale of property.
b) Foreign currency translation
(6,921)
(6,017)
The foreign currency translation reserve records
exchange differences on translation of foreign
controlled subsidiaries and the exchange gains and
losses on hedges of the net investment in foreign
operations.
c) Asset revaluation reserve
Balance at the beginning of the year
30,689
26,444
Property revaluation increment (net of tax and
reinstatement)
-
382
Effect of foreign exchange changes on translation
(64)
3,863
Balance at the end of the year
30,625
30,689
The asset revaluation reserve records the
revaluation of land and buildings to fair value
d) Share Options Reserve
Balance at the beginning of the year
26
13
Share option increment
30
13
Balance at the end of the year
56
26
The share options reserve records the cost of the
share option plan
23,971
24,909
Note 24: Retained earnings
Opening retained earnings
62,314
54,992
Net profit attributable to the members of the parent
entity
13,905
10,846
Dividends paid
30
(4,220)
(3,524)
Closing retained earnings
71,999
62,314
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
73
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
Note
2024
2023
No.
$000
$000
Note 25: Non-controlling interest
Issued capital
176
176
Retained profits
138
192
314
368
Non-controlling interest equity holding in subsidiaries:
Ezera Systems Pty Ltd
40%
40%
PT Waterco Indonesia
49%
49%
Medipool Pte Ltd
40%
40%
Note 26: Lease commitments
Finance leases
Lease expenditure contracted and provided for:
not later than one year
82
23
later than one year but not later than five years
354
-
Total minimum lease commitments
436
23
Less: future finance charges
70
-
Lease liability
366
23
Current portion
17
59
23
Non-current portion
20
307
-
366
23
Finance leases of 3 or 4 years are taken out on motor vehicles, forklifts and IT equipment with an
option to purchase the asset at the end of the lease term at a residual of 30% to 45% depending on
the asset.
Note 27: Contingent Liabilities
Estimate of the maximum amount of contingent
liabilities that may become payable
Corporate guarantees provided by the parent company to
overseas banks to secure loans for a subsidiary
2,229
4,225
2,229
4,225
Note 28: Related Parties
Transactions with director related parties
(i) Sales made to Asiapools (M) Sdn Bhd.
163
361
Mr S S Goh, a shareholder has significant influence over
Asiapools (M) Sdn Bhd.
(ii) Payments made to Mint Holdings Pty Ltd for rental of
warehouses, offices and a retail shop
770
721
Mr S S Goh is a director and shareholder of Mint
Holdings Pty Ltd
(iii) Payments received from Mint Holdings Pty Ltd for
rental of office space
4
9
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
74
Note 29: Operating Segments
Segment Information
Identification of reportable segments
The group has identified its operating segments
based on the internal reports that are reviewed and
used by the Board of Directors (chief operating
decision makers) in assessing performance and
determining the allocation of resources.
The group is managed primarily on the basis of
location since the group’s operations have similar
risk profiles and performance criteria. Operating
segments are therefore determined on the same
basis.
The
group
operates
predominantly
in
one
industry being the manufacture and wholesale of
water treatment irrigation products, swimming
pool chemicals, accessories and equipment,
manufacture and sale of solar pool heating
systems and as a franchisor of swimming pool
outlets retailing swimming pool accessories and
equipment.
Basis of accounting for the purposes of
reporting by operating segments
Accounting Policies Adopted
Unless stated otherwise, all amounts reported
to the Board of Directors as the chief decision
maker with respect to operating segments are
determined in accordance with accounting policies
that are consistent to those adopted in the annual
financial statements of the Group.
Inter-segment transactions
An internally determined transfer price is set for
all inter-entity sales. The price is reviewed annually
(unless special circumstances arise) and is based
on what would be realised in the event the sale
was made to an external party at arm’s length
under the same terms and conditions. All such
transactions are eliminated on consolidation for
the Group’s financial statements.
Corporate charges are allocated to reporting
segments based on the services provided to those
reporting segments. Inter-segment loans payable
and receivable are initially recognised at the
consideration received net of transaction costs.
If inter-segment loans receivable and payable are
not on commercial terms, these are not adjusted
to fair value based on market interest rates.
Segment assets
Where an asset is used across multiple segments,
the asset is allocated to the segment that receives
the majority of the economic value from the asset.
In the majority of instances, segment assets are
clearly identifiable on the basis of their nature and
physical location.
Segment liabilities
Liabilities are allocated to segments where is a
direct nexus between the incurrence of the liability
and the operations of the segment.
Unallocated items
The following items of revenue, expenses, assets
and liabilities are not allocated to operating
segments as they are not considered part of the
core operations of any segment:
– other revenues
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
75
Notes To The Financial Statements
For The Year Ended 30 June 2024
2024
AUSTRALIA &
NEW
ZEALAND
ASIA
NORTH
AMERICA &
EUROPE
CONSOLIDATED
GROUP
$000
$000
$000
$000
REVENUE
Sales to customers outside the
consolidated group
189,354
13,701
36,037
239,092
Intersegment sales
10,178
34,608
455
45,241
Total segment revenue
199,532
48,309
36,492
284,333
Reconciliation of segment
revenue to group revenue
Other revenue
5,753
Intersegment elimination
(45,241)
Total group revenue
244,845
Segment Net Profit Before Tax
16,835
3,880
3,340
24,055
Reconciliation of segment
result to group net profit
before tax
24,055
Unallocated items
- other
(5,753)
Net profit before tax
18,302
SEGMENT ASSETS
273,395
78,180
18,346
369,921
Segment asset increases for
the period
Reconciliation of segment
assets to group assets
Intersegment eliminations
(112,151)
Total group assets
257,770
CAPITAL EXPENDITURE
6,758
1,199
406
8,363
SEGMENT LIABILITIES
137,801
38,577
10,880
187,259
Reconciliation of segment
liabilities to group liabilities
Intersegment eliminations
(59,334)
Total group liabilities
127,924
76
Note 29: Operating Segments (continued)
Geographical Segments
2023
AUSTRALIA &
NEW
ZEALAND
ASIA
NORTH
AMERICA &
EUROPE
CONSOLIDATED
GROUP
$000
$000
$000
$000
REVENUE
Sales to customers outside the
consolidated group
87,033
15,834
26,183
129,050
Intersegment sales
929
38,532
577
40,038
Total segment revenue
87,962
54,366
26,760
169,088
Reconciliation of segment
revenue to group revenue
Other revenue
4,949
Intersegment elimination
(40,038)
Total group revenue
133,999
Segment Net Profit Before Tax
9,465
6,345
2,992
18,802
Reconciliation of segment
result to group net profit
before tax
18,802
Unallocated items
- other
(4,949)
Net profit before tax
13,853
SEGMENT ASSETS
133,459
73,739
9,746
216,944
Segment asset increases for
the period
Reconciliation of segment
assets to group assets
Intersegment eliminations
(48,993)
Total group assets
167,951
CAPITAL EXPENDITURE
1,566
1,934
127
3,627
SEGMENT LIABILITIES
49,078
36,223
11,226
96,527
Reconciliation of segment
liabilities to group liabilities
Intersegment eliminations
(49,810)
Total group liabilities
46,717
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
77
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 30: Dividends Paid or Proposed
Dividends are recognised when declared during the financial
year and no longer at the discretion of the company.
Final fully franked ordinary dividend of 5c per share (2023:5c)
franked at the tax rate of 30% paid
1,759
1,763
IInterim fully franked ordinary dividend of 7c per share (2023:5c)
franked at the tax rate of 30% paid
2,462
1,761
4,221
3,524
Proposed final fully franked ordinary dividend of 8c per share
(2023: 5c) franked at the tax rate of 30%
2,813
1,759
Balance of franking account at year end adjusted for franking
credits arising from payment of income tax payable, payment of
proposed dividends and franking credits not available
for distribution
4,384
6,450
Note 31: Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit (after
tax) attributable to members of Waterco Ltd by the weighted
average number of ordinary shares outstanding during the
financial year adjusted for any share issues and share
buybacks that have taken place during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
calculation of the basic earnings per share after income tax
effect of interest and other financing costs associated with the
dilutive potential ordinary shares and the weighted average
number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
Net Profit
13,851
10,805
Net Profit/(loss) attributable to outside equity interest
(54)
(41)
Earnings used in the calculation of basic EPS
13,905
10,846
a) Weighted average number of ordinary shares outstanding
during the year used in calculation of basic EPS
35,175
35,291
b) Weighted average number of ordinary shares outstanding
during the year used in calculation of diluted EPS
35,175
35,291
78
Note 32: Employee Benefits
Share Option Plan
This plan was approved by the Board on 24 June 2021
Its objective is to encourage employees to acquire ordinary shares in the company in order to promote the
long term success of the company.
On 23 August 2021, the company issued the following options to three senior executives at an exercise
price of $3.15 per share (being the Volume Weighted Average Price (VWAP) of Waterco Shares for the 5
days preceding date of issue) under this plan.
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below provided the
Vesting Condition (EBIT) for each year has been met and the executives remain employed by the Waterco
Group at the beginning of the Exercise Period.
All 3 executives have met the Vesting Condition for Tranche 1 as the EBIT for the financial year ending 30
June 2022 has exceeded $10,338,853. Each executive may now exercise the options for Tranche 1 anytime
from now until 23 August 2031.
All 3 executives have met the Vesting Condition for Tranche 2 as the EBIT for the financial year ending 30
June 2023 has exceeded $11,278,748. Each executive may now exercise the options for Tranche 2 anytime
from now until 23 August 2031.
All 3 executives have met the Vesting Condition for Tranche 3 as the EBIT for the financial year ending 30
June 2024 has exceeded $12,218,644. Each executive may now exercise the options for Tranche 2 anytime
from now until 23 August 2031.
On 28 November 2023, Waterco Ltd issued 765,000 options at an exercise price of $4.19 per share (being
the Volume Weighted Average Price (VWAP) of Waterco Shares for the 5 days preceding date of issue)
under this plan to senior executives of Waterco Ltd Group.
Senior Executive
Position
No of Options Tranche 1
Tranche 2 Tranche 3
Mr Gerard Doumit
CFO
100,000
33,000
33,000
34,000
Mr Marchal De Pasuale
CEO Waterco USA
100,000
33,000
33,000
34,000
Mr Tony Fisher
CEO Waterco Nth America and
150,000
50,000
50,000
50,000
Waterco Europe
Tranche
Exercise Period
Vesting Condition
EBIT
1
23/8/22-23/8/31
30 June 2022
$10,338,853
2
23/8/23-23/8/31
30 June 2023
$11,278,748
3
23/8/24-23/8/31
30 June 2024
$12,218,644
Notes To The Financial Statements
For The Year Ended 30 June 2024
Senior Executive
Position
No of Options Tranche 1
Tranche 2 Tranche 3
Ms Joanne Ainsworth CCO, Waterco Ltd
90,000
30,000
30,000
30,000
Mr Rick Graham
Senior Executive, Waterco Ltd
90,000
30,000
30,000
30,000
Mr Sin Wei Yong
Company Secretary, Waterco Ltd
75,000
25,000
25,000
25,000
Mr Terence Yong
Director, Davey
75,000
25,000
25,000
25,000
Mr Peter Wolff
COO, Davey
120,000
40,000
40,000
40,000
Mr Joel Gresham
Senior Executive, Davey
90,000
30,000
30,000
30,000
Mr Thomas Fisher
Senior Executive, Davey
90,000
30,000
30,000
30,000
Mr Kok Yong Lee
CEO, Waterco Far East Sdn Bhd
75,000
25,000
25,000
25,000
Mr Zao Cheong Koo
Senior Executive, Waterco Far
East Sdn Bhd
60,000
20,000
20,000
20,000
WATERCO LIMITED | ANNUAL REPORT 2024
79
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 33: Business Combinations
Acquisition of Davey Water Products Pty Ltd
On 1 September 2023, Waterco Ltd completed the purchase of 100% of the Davey Group from GUD
Holdings Ltd.
The purchase of Davey Group comprises Davey Water Products Pty Ltd and its fully owned subsidiaries
Davey Water Products NZ Ltd (based in New Zealand) and Davey Water Products SAS (based in France)
for the total consideration of $59,390,552.
The acquisition is expected to provide the Group with synergies in three key areas:
•
Increased market share in the Australian water treatment and pool equipment market;
•
Enhanced product offerings;
•
Improved operational efficiency leading to lower costs and better customer service.
From the date of acquisition, Davey has contributed $109.52m of revenue and $10.517m to the net profit
before tax from the continuing operations of the Group. If the acquisition had taken place at the beginning
of the financial year, revenue from continuing operations would have been $126.74m and net profit before
tax from continuing operations of the group would have been $9.831m
Contingent Consideration
There is no contingent consideration payable.
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below provided the
Vesting Condition for each year has been met and the Senior Executives remain employed by Waterco
Limited Group at the beginning of the Exercise Period
The Options will vest in 3 tranches in accordance with the Exercise Periods set out below provided the
Vesting Condition for each year has been met and the Senior Executives remain employed by Waterco
Limited Group at the beginning of the Exercise Period
Nil options were exercised during the period.
Tranche
Exercise Period
Vesting Condition
GROUP EBIT/SALES
RATIO MINIMUM
1
28/11/24-28/11/33
30 June 2024
8%
2
28/11/25-28/11//33
30 June 2025
9%
3
28/11/26-28/11/33
30 June 2026
10%
Tranche
Exercise Period
Vesting Condition
GROUP EBIT/SALES
RATIO MINIMUM
1
20/3/25-20/3/34
30 June 2024
8%
2
20/3/26-20/3//34
30 June 2025
9%
3
20/3/27-20/3/34
30 June 2026
10%
On 20 March 2024, Waterco Ltd issued 60,000 options at an exercise price of $5.09 per share (being the
Volume Weighted Average Price (VWAP) of Waterco Shares for the 5 days preceding date of issue) under
this plan to a senior executive of Waterco Ltd Group.
Senior Executive
Position
No of Options Tranche 1
Tranche 2 Tranche 3
Mr Sean Watt
Senior Executive, Davey
60,000
20,000
20,000
20,000
80
$
Total consideration
59,390,552
Less: Fair Value of identifiable net assets
59,205,281
Goodwill on consolidation
185,271
Notes To The Financial Statements
For The Year Ended 30 June 2024
Identifiable assets acquired, and liabilities assumed
The fair value of (company acquired) net assets acquired and the resulting goodwill and tax balances have
now been complete and the acquisition is disclosed as final.
The fair values of the identifiable assets and liabilities of Davey as at the date of acquisition were:
Goodwill
The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining
the assets and activities of Davey with those of the Waterco Group. The goodwill is not deductible for
income tax purposes.
The value of the Group’s balance of goodwill (on consolidation) at 30 June 2023 was $249,000. As a result
of the acquisition, the Group has recognised additional goodwill (on consolidation) of $0.186m during the
period, and accordingly, the closing balance of goodwill (on consolidation) at 30 June 2024 was $0.435m
Goodwill (on consolidation) arising from the acquisition has been recognised as follows:
Borrowings
A summary of Westpac debt facilities used to fund this acquisition are as follows:
Identifiable Assets & Liabilities
$Fair Values
30 June 2024
Cash and cash equivalents
5,014,957
Trade & Other Receivables
18,536,936
Inventories
48,855,862
Other assets
886,239
Property, plant and equipment
4,754,340
Deferred tax assets
2,315,908
Trade and other payables
(13,707,862)
Provision for employee benefits
(4,671,614)
Provision for warranty
(2,775,900)
Provision for tax
(3,585)
Total identifiable net assets acquired
59,205,281
Net Assets Acquired
59,205,281
Consideration Paid
59,390,552
Goodwill
185,271
Acquisition costs expensed in profit and loss
1,061,546
Cash used to acquired the business, net of cash acquired:
Acquisition date fair value of the total consideration transferred
59,390,552
Less: cash and cash equivalents
(5,014,957)
Net cash used
54,375,595
Maturity Date
Drawn /
Utilised
$000
Repaid
$000
Estimated Balance
30/6/24
$000
Bank Bills – 3 Year Facility
31/8/2026
25,500
15,200
10,300
Bank Bills – 3 Year Facility
31/8/2026
23,000
-
23,000
Bank Bills – 3 Year Facility
31/8/2026
16,500
-
16,500
65,000
15,200
49,800
WATERCO LIMITED | ANNUAL REPORT 2024
81
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 34: Events Subsequent to Reporting Date
On 17 July 2024, the company announced a ninth share buyback of $1,000,000 worth of shares
(approximately 196,078 shares) commencing on 18 July 2024 and ending on 30 June 2025 (or earlier if
the $1,000,000 is purchased before then).
On 28 August 2024, Waterco declared a final dividend payment of 8 cents per share, payable to
shareholders on 15 November 2024.
There were no other reportable events subsequent to balance date.
82
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 35: Financial Risk Management
The Audit Committee (AC) has been delegated
responsibility by the Board of Directors for,
amongst other issues, monitoring and managing
financial risk exposures of the Group. The AC
monitors the Group’s financial risk management
policies and exposures and approves financial
transactions within the scope of its authority. It
also reviews the effectiveness of internal controls
relating to commodity price risk, counterparty
credit risk, currency risk, financing risk and interest
rate risk. The AC meets on a bi-monthly basis and
minutes of the AC are reviewed by the Board.
The AC’s overall risk management strategy seeks
to assist the consolidated group in meeting
its financial targets, while minimising potential
adverse effects on financial performance. Its
functions include the review of the use of hedging
derivative instruments, credit risk policies and
future cash flow requirements.
The main risks the group is exposed to through its
financial instruments are interest rate risk, credit
risk, foreign currency risk, liquidity risk and price
risk
(a) Interest Rate Risk
The consolidated group’s exposure to interest
rate risk, which is the risk that a financial
instrument’s value will fluctuate as a result
of changes in market interest rates and the
effective weighted average interest rates on
classes of financial assets and liabilities.
(b) Credit Risk
The
maximum
exposure
to
credit
risk,
excluding the value of any collateral or other
security, at balance date to recognised
financial assets is the carrying amount,
net of any provisions for doubtful debts,
as disclosed in the statement of financial
position and notes to the financial statements.
Credit risk is managed through maintenance
of
procedures
in
relation
to
approval,
granting and renewal of credit limits, regular
monitoring of exposures against such limits
and the monitoring of the financial stability
of significant customers. Such monitoring is
used in assessing receivables for impairment.
Depending on the subsidiary, credit terms
are generally 30 days from invoice month.
Credit risk for derivative financial instruments
arises from the potential failure by counterparties
to the contract to meet their obligations. The
credit risk exposure to forward exchange
contracts and interest rate swaps is the net
fair value of these contracts as disclosed in (c).
The Group has no single concentration of
credit risk with any single debtor or group of
debtors. However, on a geographical basis,
the group has significant credit exposure
to Australia, New Zealand and USA given
the substantial operations in those regions.
Trade and other receivables that are neither
past due or impaired are considered to
be of high credit quality. Aggregates of
such amounts are as detailed in Note 9.
The consolidated entity has adopted a lifetime
expected loss allowance in estimating expected
credit losses to trade receivables through the
use of a provisions matrix using fixed rates of
credit loss provisioning. These provisions are
considered representative across all customers
of the consolidated entity based on recent
sales experience, historical collection rates and
forward-looking information that is available.
Management
closely
monitors
receivable
balances on a monthly basis and is in regular
contact with its customers to mitigate risk.
The parent entity is exposed to fluctuations
in foreign currencies arising from the sale
and purchase of goods in currencies other
than the group’s measurement currency.
The parent entity has forward contracts
in place at balance date relating to highly
probable
forecast
transactions.
These
contracts commit the group to buy and sell
specified
amounts
of
foreign
currencies
in the future at specified exchange rates.
Contracts are taken out with terms that
reflect the underlying settlement terms of the
commitment to the maximum extent possible
so that hedge ineffectiveness is minimised
WATERCO LIMITED | ANNUAL REPORT 2024
83
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 35: Financial Risk Management (continued)
(c) Foreign Currency Risk (continued)
The following table summarises the notional amounts of the Group (and parent entity) commitments
in relation to forward exchange contracts..
Notional Amounts
Average Exchange Rate
2024
2023
2024
2023
$000
$000
$000
$000
Consolidated Group (and Parent Entity)
Buy USD/Sell AUD
- Less than 6 months
-
-
-
-
d) Liquidity Risk
The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate
unutilised borrowing facilities are maintained.
Financial liability and financial asset maturity analysis.
e) Price Risk
Price risk relates to the risk that the fair value or future cashflows of a financial instrument will fluctuate
because of changes in market prices largely due to demand and supply factors for commodities;
Consolidated Group
Within 1 Year
1 to 5 Years
Over 5 years
Total
2024
2023
2024
2023
2024
2023
2024
2023
$000
$000
$000
$000
$000
$000
$000
$000
Financial Assets
Cash
16,802
12,337
-
-
-
-
16,802
12,337
Receivables
37,584
17,105
-
-
-
-
37,584
17,105
Total anticipated
inflows
54,386
29,442
-
-
-
-
54,386
29,442
Financial Liabilities
Bank overdraft
-
-
-
-
-
-
-
-
Bank loans
8,974
2,972
40,806
1,294
-
-
49,780
4,266
Trade and other payable
28,309
14,905
-
-
-
-
28,309
14,905
Right of use lease liability
7,798
3,770
22,743
13,272
-
-
30,541
17,042
Lease liability
59
23
307
-
-
-
366
23
Total contractual
outflows
45,140
21,670
63,856
14,566
-
-
108,996
36,236
Less bank overdrafts
-
-
-
-
-
-
-
-
Total expected
outflows
45,140
21,670
63,856
14,566
-
-
108,996
36,236
Net (outflow)/ inflow on
financial instruments
9,246
7,772
(63,856)
(14,566)
-
-
(54,610)
(6,794)
84
Notes To The Financial Statements
For The Year Ended 30 June 2024
Note 35: Financial Risk Management (continued)
Net Fair Values
The net fair value of bank overdrafts, bank loans and lease liabilities is determined by discounting the cash
flows, at market interest rates of similar borrowings, to their present value. Their net fair value is adjusted
for any costs involved in settling the instrument.
2024
2023
Carrying
Amount
Net Fair
Value
Carrying
Amount
Net Fair
Value
$000
$000
$000
$000
Financial Assets
Cash at bank and in hand
16,802
16,802
12,337
12,337
Receivables
37,584
37,584
17,105
17,105
54,386
54,386
29,442
29,442
Financial Liabilities
Bank overdraft
-
-
-
-
Bank loans
49,780
50,278
4,266
4,309
Lease liabilities
366
384
23
24
Right of use lease liability
30,541
30,541
17,042
17,042
80,687
81,203
21,331
21,375
For financial assets and other liabilities, the net fair value approximates their carrying value. Financial assets
where the carrying amount exceeds the net fair values have not been written down as the consolidated
group intends to hold these assets to maturity.
Sensitivity Analysis
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates and
exchange rates. The table indicates the impact on how profit and equity values reported at balance date
would have been affected by changes in the relevant risk variable that management considers to be
reasonably possible. The sensitivity assumes the movement in a particular variable is independent to other
variables.
Consolidated Group
Profit
Equity
$000
$000
Year ended 30 June 2024
+/- 2% in interest rates
+/-1,086
+/-1,086
+/- 5% in $A/$US
+/-1,257
+/-1,257
Year ended 30 June 2023
+/- 2% in interest rates
+/-150
+/-150
+/- 5% in $A/$US
+/-1,471
+/-1,471
WATERCO LIMITED | ANNUAL REPORT 2024
85
Notes To The Financial Statements
For The Year Ended 30 June 2024
Consolidated Group
2024
2023
$000
$000
Note 35: Cash Flow Information
Reconciliation of cash flows from operations with profit
after income tax.
Profit after income tax
13,851
10,805
Non-cash flows in profit
Depreciation
12,459
8,227
Rental income
(4,349)
(3,712)
Impairment and amortisation
86
78
(Profit)/loss on sale of non current assets
(235)
(15)
Changes in Assets and Liabilities:
Trade debtors
(2,363)
406
Provision for doubtful debts
93
(95)
Other debtors
303
(215)
Inventories
4,144
(1,458)
Prepayments
396
(1,566)
Deferred tax assets
(607)
168
Expenditure carried forward
-
(129)
Trade creditors
1,144
(661)
Contract liabilities
(2,551)
2,551
Other creditors
(403)
(722)
Provision for employee benefits
1,224
(544)
Provision for tax
1,226
(1,952)
Provision for deferred tax
52
9
Share options reserve
29
13
Cashflow – Non Operating Activities:
Dividends Received
(1)
(1)
Cash Flows provided by operations
24,498
11,187
b) Non Cash Financial and investment activities
1) Property, Plant and Equipment
During the year, the consolidated group acquired plant and equipment with an aggregate fair value
of $405,496 (2023:$nil) by means of finance leases. These acquisitions are not reflected in the
statement of cash flows.
c) Financing Facilities
The following lines of credit were available at balance date:
Fully Drawn Advance Facilities
73,268
23,751
Master lease facilities
-
1,750
73,268
25,501
Amount utilised
(33,324)
7,961
Amount not utilised
39,944
33,462
The Fully Drawn Advance Facilities of the parent entity are due to expire on 31 August 2026. The parent
entity expects to renew these facilities on expiry date. (refer to note 20)
The Fully Drawn Advance Facilities of the controlled entity are due to expire on 30 November 2024 and
30 July 2029. The controlled entity expects to renew these facilities on expiry date. (refer to note 20)
86
Note 37: Fair Value Measurements
The Group measures and recognises the following
assets and liabilities at fair value on a recurring
basis after initial recognition:
- derivative financial instruments;
- freehold land and buildings;
The Group subsequently measures some items of
freehold land and buildings at fair value on a non-
recurring basis.
The Group does not subsequently measure any
liabilities at fair value on a non-recurring basis.
a. Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the
disclosure of fair value information by level of
the fair value hierarchy, which categorises fair
value measurements into one of three possible
levels based on the lowest level that an input
that is significant to the measurement. They
can be categorised as follows:
The fair values of assets and liabilities that are
not traded in an active market are determined
using one or more valuation techniques. These
valuation techniques maximise, to the extent
possible, the use of observable market data. If all
significant inputs required to measure fair value
are observable, the asset or liability is included in
Level 2. If one or more significant inputs are not
based on observable market data, the asset or
liability is included in Level 3.
Valuation Techniques
The Group selects a valuation technique that is
appropriate in the circumstances and for which
sufficient data is available to measure fair value.
The availability of sufficient and relevant data
primarily depends on the specific characteristics
of the asset or liability being measured. The
evaluation techniques selected by the Group
are consistent with one or more of the following
valuation approaches:
– Market approach: valuation techniques that use
prices and other relevant information generated
by market transactions for identical or similar
assets or liabilities.
– Income approach: valuation techniques that
convert estimated future cash flows or income
and expenses into a single discounted present
value.
– Cost approach: valuation techniques that reflect
the current replacement cost of an asset at its
current service capacity.
Each valuation technique requires inputs that
reflect the assumptions that buyers and sellers
would use when pricing the asset or liability,
including assumptions about risks. A change
in those inputs might result in a significantly
higher or lower fair value measurement. When
selecting a valuation technique, the Group gives
priority to those techniques that maximise the
use of observable inputs and minimise the use of
unobservable inputs. Inputs that are developed
using market data (such as publicly available
information on actual transactions) and reflect
the assumptions that buyers and sellers would
generally use when pricing the asset or liability
are considered observable, whereas inputs for
which market data is not available and therefore
are
developed
using
the
best
information
available about such assumptions are considered
unobservable.
Level 1
Level 2
Level 3
Measurements
based on
quoted prices
(unadjusted) in
active markets
for identical
assets or
liabilities that
the entity can
access at the
measurement
date
Measurements
based on inputs
other than
quoted prices
included in
Level 1 that are
observable for
the asset or
liability, either
directly or
indirectly
Measurements
based on
unobservable
inputs for the
asset or liability.
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
87
Note 36: Fair Value Measurements (continued)
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised
on a recurring basis after initial recognition and their categorisation within the fair value hierarchy:
30 June 2023
Note
Level 1
Level 2
Level 3
Total
No
$000
$000
$000
$000
Recurring fair value measurements
Non-financial assets
Freehold land
13
-
-
23,671
23,671
Freehold buildings
13
-
-
32,148
32,148
Total non-financial assets
recognised at fair value on a
recurring basis
-
-
55,819
55,819
Total non-financial assets
recognised at fair value
-
-
55,819
55,819
b. Valuation Techniques and Inputs Used to Measure Level 3 Fair Values
Description
Fair Value at
30 June 2024
Valuation Technique(s)
Inputs Used
$000
Non-financial assets
Freehold land(i)
23,577
Market approach using recent
observable market data for similar
properties; income approach using
discounted cash flow methodology
Price per hectare; mar-
ket borrowing rate
Freehold buildings(i)
31,271
Market approach using recent
observable market data for similar
properties; income approach using
discounted cash flow methodology
Price per square metre;
market borrowing rate
54,848
(i) The fair value of freehold land and buildings is determined at least every three years based on
valuations from independent valuers. At the end of each intervening period, the directors review
the independent valuation and, when appropriate, update the fair value measurement to reflect
current market conditions using a range of valuation techniques, including recent observable
market data and/or discounted cash flow methodologies.
(ii)There were no changes during the period in the valuation techniques used by the Group to
determine Level 3 fair values.
Notes To The Financial Statements
For The Year Ended 30 June 2024
30 June 2024
Note
Level 1
Level 2
Level 3
Total
No
$000
$000
$000
$000
Recurring fair value measurements
Non-financial assets
Freehold land
13
-
-
23,577
23,577
Freehold buildings
13
-
-
31,271
31,271
Total non-financial assets
recognised at fair value on a
recurring basis
-
-
54,848
54,848
Total non-financial assets
recognised at fair value
-
-
54,848
54,848
88
Note 37: Fair Value Measurements (continued)
c. Disclosed Fair Value Measurements
The following assets and liabilities are not measured at fair value in the statement of financial position,
but their fair values are disclosed in the notes:
– lease liability;
– bank debt;
The following table provides the level of the fair value hierarchy within which the disclosed fair value
measurements are categorised in their entirety and a description of the valuation technique(s) and
inputs used:
Note 38: Company Details
The registered office and principal place of business of the company is:
Waterco Limited
36 South Street
Rydalmere NSW 2116
Description
Note
Fair Value
Hierarchy Level
Valuation Technique(s)
Inputs Used
Liabilities
Lease liability
35
2
Income approach
using discounted cash
flow methodology
Current commercial
borrowing rates for
similar instruments
Bank debt
35
2
Income approach
using discounted cash
flow methodology
Current commercial
borrowing rates for
similar instruments
There has been no change in the valuation technique(s) used to calculate the fair values disclosed in the
notes to the financial statements.
Notes To The Financial Statements
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
89
In accordance with a resolution of the directors of Waterco Limited, the directors of the company declare
that:
1. the financial statements and notes, as set out on pages 42 to 88 are in accordance with the Corporations
Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to
the financial statements, constitutes compliance with International Financial Reporting Standards
(IFRS);
b. give a true and fair view of the financial position as at 30 June 2024 and of the performance for the
year ended on that date of the consolidated group; and
c. that the opinion has been formed on the basis of a sound system of risk management and internal
control adopted by the Board, and that this system is operating efficiently;
2. the information disclosed in the attached consolidated entity disclosure statement is true and correct.
3. in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay
its debts as and when they become due and payable; and
4. the directors have been given the declarations required by s295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
Soon Sinn Goh
Chief Executive Officer
Dated at Sydney this 9 September 2024
Directors' Declaration
90
Independent Auditor's Report
to the members of Waterco Ltd
WATERCO LIMITED | ANNUAL REPORT 2024
91
Independent Auditor's Report
to the members of Waterco Ltd
92
Independent Auditor's Report
to the members of Waterco Ltd
WATERCO LIMITED | ANNUAL REPORT 2024
93
Independent Auditor's Report
to the members of Waterco Ltd
94
(a) Distribution of Shareholders as at 9 September 2024
Range
Total Holders
Options
1
-
1,000
294
-
1,001
-
5,000
160
-
5,001
-
10,000
52
-
10,001
-
100,000
60
-
100,001
-
and over
25
-
591
(b) Marketable Parcel
28 shareholders hold less than a marketable parcel..
(c) Substantial Shareholders
The following information is extracted from the company’s register as at 9 September 2024
Name
Number of shares
S S Goh Group
21,721,853
Redbrook Nominees Pty Ltd
3,116,681
Acres Holdings Pty Ltd
2,623,856
(d) Voting Rights
For all shares, voting rights are one vote per member on a show of hands and one vote per
share on a poll
(e) Twenty Largest Shareholders
The twenty largest shareholders hold 93.18% of the total shares issued.
(f) Stock Exchange Listing
The shares of Waterco Limited are listed on the Australian Stock Exchange under the trade
symbol WAT.
Name
Number of shares
%
1
Mr Soon Sinn Goh
19,221,853
54.66
2
Redbrook Nominees Pty Ltd
3,116,681
8.86
3
Acres Holdings Pty Ltd
2,623,856
7.46
4
Goh Lai Huat & Sons Sdn Bhd
2,500,000
7.11
5
Mr Soon Leong Goh
681,384
1.94
6
Mr Swee Kheong Goon
562,717
1.60
7
Mrs Christine Goh
500,000
1.42
8
Mr Shane Goh
470,346
1.34
9
Mrs Janet Swee Nyet Goh
447,112
1.27
10
Mr Chu Shien Chang
340,281
0.97
11
GWK Corporation Pty Ltd
334,387
0.95
12
Deuteronomy Pty Ltd (Dennis Hambleton SF A/C)
300,000
0.85
13
Brazil Enterprises Pty Ltd
295,173
0.84
14
Leitch Pty Ltd (Leitch Super Fund A/C)
258,387
0.73
15
Mr Tiow Lip Lee
245,386
0.70
16
Ms May-Yin Goh
225,267
0.64
17
Mr Bryan Weng Keong Goh
205,734
0.59
18
Mr Khoon Ping Kuok
173,000
0.49
19
Protango Pty Ltd (BFHunt SF A/C)
170,223
0.48
20
DWS Nominees Pty Ltd
95,130
0.27
TOTAL
32,766,917
93.18
Shareholder Information
For The Year Ended 30 June 2024
WATERCO LIMITED | ANNUAL REPORT 2024
95
Directors
Soon Sinn Goh
Bryan Goh
Ben Hunt
Judy Raper
Wayne Beauman
Secretaries
Gerard Doumit
Sin Wei Yong
Registered office and principal place of
business
36 South Street, Rydalmere NSW 2116
Tel: + 61 2 9898 8600
Fax: + 61 2 9898 1877
Website: www.waterco.com.au
E-mail: companysecretary@waterco.com
Share Registry
Computershare Investor Services Pty Limited
GPO Box 2975, Melbourne VIC 3001
Tel: 1300 850 505
Offices – Australia
NSW
36 South Street, Rydalmere NSW 2116
Tel: + 61 2 9898 8600
QLD
77 Nealdon Drive,
Meadowbrook QLD 4131
Postal Address: PO Box 606
Springwood QLD 4127
Tel: + 61 7 3299 9999
VIC
Unit 1, 6 Samantha Court,
Knoxfield Vic 3180
Tel: + 61 3 9764 1211
WA
2 Stretton Place, Balcatta WA 6021
Tel: + 61 8 9273 1900
SA
580 Torrens Road, Woodville North SA 5012
Tel: + 61 8 8244 6000
Autopool Division
QLD
77 Nealdon Drive, Meadowbrook QLD 4131
Tel: +617 3277 4958
WA
2 Stretton Place, Balcatta WA 6021
Tel: +618 9362 4022
Auditors
RSM Australia Partners
Level 13,
60 Castlereagh St, Sydney, NSW 2000
Banker
Westpac Banking Corporation
Level 5,
200 Barangaroo Ave, Sydney NSW 2000
Solicitors
Marque Lawyers Pty Ltd
Level 4, 343 George St, Sydney NSW 2000
Offices – International
China
No.132 Buling Road, Yonghe District, GETDD
Guangzhou 511356, PR China
Tel: + 86 20 3222 2180
Indonesia
Inkopal Plaza Kelapa Gading
Blok B No. 31-32
Jl. Raya Boulevard Barat Jakarta 14240,
Indonesia
Tel: + 62 21 45851481
Malaysia
Lot 832, Jalan Kusta
Kawasan Perindustrian SB Jaya
47000 Sungai Buloh, Selangor Darul Ehsan
Tel: + 60 3 6145 6000
New Zealand
7 Industry Road, Penrose
1061 Auckland, New Zealand
Tel: + 64 9 525 7570
Singapore
26 Sin Ming Lane,
#02-113, Midview city,
Singapore 573971
Tel: +65 6344 2378
United Kingdom
Radfield, London Road, Teynham Sittingbourne
Kent, ME9 9PS, UK
Tel: + 44 1795 521733
United States Of America (and Canada Office)
1812 Tobacco Rd Augusta, GA 30906, USA
Tel: + 1 706 793 7291
208-1380 rue Newtown
Boucherville, QC J4B 5H2 CANADA
Tel: + 1 450 748-1421
Vietnam
Apartment No.00.20, Ground Floor,
Thu Thiem Lake View 1 Condominium - No. 19
To Huu Street,
Thu Thiem Ward, Thu Duc City, Ho Chi Minh
City,Vietnam.
Tel: +84 28 3622 7780
Corporate Directory
96
Davey Business
Offices – Australia
NSW
36 South Street, Rydalmere NSW 2116
Tel: + 1300 232 839
VIC
6 Lakeview Dr, Scoresby Vic 3179
Tel: + 1300 232 839
QLD
430 Sherbrooke Rd, Willawong QLD 4110
Tel: + 1300 232 839
WA
82 Discovery Dr ,Bibra Lake WA 6163
Tel: + 1300 232 839 0
New Zealand
7 Rockridge Ave Penrose,
1061 , Auckland, New Zealand
Tel: + 64 800 654 333
France
7 Rue Eugene Henaff 69200
Venissieux, France
Tel:+ 33 4 72 13 95 07
Shareholder Information
WATERCO LIMITED ABN 62 002 070 733
Registered Office
36 South St, Rydalmere NSW 2116
T: +61 2 9898 8600
F: +61 2 9898 1877
W: www.waterco.com.au
E: companysecretary@waterco.com