ANNUAL
REPORT
2024
WISR LIMITED • ANNUAL REPORT 2024
WISR LIMITED • ANNUAL REPORT 2024
Wisr is purpose-
built to support
our customers’
financial wellness.
Our award-winning platform
combines lending with financial
tools to help Australians make
smarter money decisions.
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WISR LIMITED • ANNUAL REPORT 2024
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WISR LIMITED • ANNUAL REPORT 2024
CONTENTS
Chair & CEO’s review
4
Our competitive advantage
6
Wisr in FY24
8
• FY24 key results
10
Return to growth
12
• New corporate facility supports pivot to growth
14
• Financial metrics
15
Financial highlights
16
• NIM
18
• Credit quality
19
• Funding program
20
• Capital position
21
Wisr in FY25
22
Executive Leadership Team
24
Board of Directors
26
Financial report
28
• Directors’ report
29
• Auditor’s independence declaration
58
• Consolidated statement of profit or loss and other comprehensive income
59
• Consolidated statement of financial position
60
• Consolidated statement of changes in equity
61
• Consolidated statement of cash flows
62
• Notes to the financial statements
63
• Consolidated entity disclosure statement
97
Directors’ declaration
98
Independent auditor’s report
99
ASX additional information
103
Corporate directory
106
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WISR LIMITED • ANNUAL REPORT 2024
CHAIR
& CEO’S
REVIEW
Dear Shareholders,
With a focus on returning to growth, Wisr
took decisive actions in FY24 to support its
long-term goals.
Headlined by a $50M corporate facility from
global financial services company Nomura,
secured in May 2024, Wisr made strategic
decisions to position itself for sustainable
growth. Our focus on strengthening our
balance sheet and prudently managing
costs enabled our pivot back to growth
in late Q4FY24.
Notably, following the execution of the
facility, there was a clear shift to growth with
Q4FY24 loan originations growing by 30% on
Q3FY24 (pro forma). Our effective cost
management strategy was evident as Wisr
achieved a 19% reduction in operating
expenses year-on-year despite the
inflationary environment.
It is important to recognise that the
business operated under moderated loan
volume settings for the majority of the year.
During this period, Wisr focused on key
initiatives to serve its customers and position
itself effectively ahead of the macroeconomic
environment becoming more conducive to
growth. These initiatives included a focus on
improving loan unit economics, uplifting Wisr’s
technical capabilities to improve collections
strategies and broker experience as well as
the functionality of the Wisr App.
Company culture was another key priority
for Wisr in FY24. We made a number of
leadership changes to support the business
in achieving its long-term objectives including
elevating Joanne Edwards to Chief Operating
Officer and welcoming Matthew Lewis as
our Chief Financial Officer. In addition, an
initiative called Wisr 2.0 was undertaken in
FY24 to ensure internal cultural alignment.
This project included an independent cultural
review, a reset of company values and a
comprehensive policy review. The initiative
was successful with Wisr’s employee
engagement score increasing from 68%
to 79% in H2FY24.
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WISR LIMITED • ANNUAL REPORT 2024
Our customers remained at the forefront
of our efforts as we introduced new features
like Debt Bustr, which allows Australians to
consolidate and simplify their personal debt
with Wisr. Other features on the Wisr App
continue to be popular and well-utilised by
our customers, delivering tangible results
including $26.4M in extra loan repayments
and $9.0M in round ups on customer debt.
Wisr remains a purpose-built business and
our purpose is even more relevant given
the challenging, inflationary environment
currently impacting many Australians.
External factors, including several cash
rate increases and the rising cost of living,
affected many in FY24. Wisr diligently
ensured that our customers and their
financial wellbeing remained our priority.
Our performance in FY24 demonstrates
Wisr’s long-term strategy to continue
supporting more Australians on their
financial journeys. Pleasingly, we have
already started to see the early benefits
of our prudent decision-making as the
business commenced its return to growth
in late Q4FY24. These positive results
highlight the strength of our business
model, prime loan book, proprietary
technology and the capability of the Wisr
team to deliver strong growth in FY25.
FY25 OUTLOOK
We are entering FY25 laser-focused on
achieving the goals outlined in our FY24
financial results. As a business, Wisr is well-
capitalised and equipped with the technology,
high-quality loan portfolio, robust risk and
operational frameworks and experienced
Executive Leadership Team required to
support our customers.
FY25 marks an exciting new phase for the
Wisr team. Having successfully resumed
growth in late FY24, FY25 will see this
focus continue along with the path to
profitability and a self-sustaining capital
position. The momentum from the end of
FY24 carried forward into FY25, resulting
in increased application flow, greater loan
origination volume and larger average loan
sizes.
We’ve set goals for FY25 across four key
pillars:
• Growing Wisr’s loan portfolio, driven by
a significant increase in loan originations;
• Prioritising the pathway to profitability
without the need for additional equity
capital by focusing on loan volume growth
at attractive unit economics, maintaining
high credit quality and disciplined cost
control;
• Continuing to strengthen and grow
Wisr’s existing distribution channels while
maintaining our focus on market-leading
user experience and excellent service and,
• Deepening relationships with our
customers by engaging, educating and
supporting them on their financial journeys
through the award-winning Wisr App.
These objectives are designed to support
even more Australians in accessing and
managing credit, helping them to achieve
their financial and personal goals both now
and over the long-term.
On behalf of the Wisr Board and the Executive
Leadership Team, we extend our thanks to
our shareholders for their ongoing support
and to the wider Wisr team for their
dedication and hard work in FY24.
Matthew
Brown
Chair
Andrew
Goodwin
CEO
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WISR LIMITED • ANNUAL REPORT 2024
OUR
COMPETITIVE
ADVANTAGE
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WISR LIMITED • ANNUAL REPORT 2024
We can pivot quickly to improve
efficiencies and provide better
experiences for our customers
and partners.
We’re more than just a lender
and are building long-term
relationships with our
customers that go beyond
the transaction.
We have strong and diversified
distribution channels including
an established broker network
and direct to customer via our
proprietary Wisr App.
We support our customers’
financial wellness, combining
lending with financial tools and
features to help Australians
access credit, pay down debt
and make smarter money
decisions.
PROPRIETARY
TECHNOLOGY
CUSTOMER FIRST
LENS
DISTRIBUTION
CHANNELS
PURPOSE-BUILT
PRODUCT
Wisr is purpose-built and focused on experiences that
support the long-term financial wellness of our customers.
As a scalable, well–capitalised company, Wisr sets itself
apart from its competitors based on four core tenets.
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WISR LIMITED • ANNUAL REPORT 2024
In response to macroeconomic
conditions, Wisr’s short-term strategy
was to moderate loan volume and set
ourselves up for long-term success
once the external environment
became more conducive to growth.
WISR IN FY24
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WISR LIMITED • ANNUAL REPORT 2024
✓
Strategic cost management decreased operating expenses by 19%
and cost-to-income ratio to 28% (FY23: 36%)
✓
Transition to moderated loan volume settings through to May 2024
Prudent capital
management
✓
Secured $50M corporate facility from Nomura to bolster balance
sheet and provide platform for growth
✓
Completed our fourth term deal, Freedom 2023, which lowered
Wisr’s funding cost
Improve our
capital position
✓
Addition of new features to the Wisr App including Debt Bustr
✓
Ongoing uplift and improvements to broker and partner experience
Prioritise our
customers and
partners
✓
Prioritising the quality of Wisr’s prime loan book (average credit
score of 782)
✓
Uplifting internal technical capabilities for improved collections
strategies
Optimise
lending
processes
✓
Following leadership changes in early FY24, an initiative called Wisr
2.0 was undertaken. This included an independent cultural review,
company values reset and full policy review
✓
Increase in company-wide employee engagement score from 68%
to 79% (H2FY24)
Focus on
people and
culture
✓
Pivot back to growth in May 2024, with Q4FY24 run rate loan
originations growing by 30% on Q3FY24 (pro forma)
✓
Momentum carried into FY25 with increases in application flow,
greater loan origination volumes and larger average loan sizes
Return to
growth
FY24 PRIORITIES
FY24 RESULTS
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WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL
LENDING
Operating revenue
$93.8M (FY23: $91.9M)
June-24 run rate NIM
6.14% (June-23: 6.06%)
Portfolio NIM1
5.23% (FY23: 5.47%)
EBITDA
$(2.3)M (FY23: $(0.5)M2)
Portfolio yield
10.90% (FY23: 10.17%)
Opex
$26.5M (FY23: $32.8M)
FY24 key results
Wisr saw revenue increase by 2% to
$93.8M in FY24 due to improved yield
metrics partially offset by a reduction in its
loan book. In addition, Wisr’s portfolio yield
and June-24 run rate NIM increased to
10.90% and 6.14% respectively, supporting
our growth intentions in FY25.
Despite the inflationary environment and
moderated lending throughout most of
FY24, Wisr limited its EBITDA loss to $2.3M
and achieved a 19% reduction in operating
expenditure to $26.5M.
Credit quality was maintained, with a high
average credit score of 782 and 90+ day
arrears slightly increasing to 1.58%. This
increase was driven by the maturing of
and decrease in the loan book
(denominator effect).
While there was a decrease in loan
originations and the size of the loan book,
this was due to Wisr’s focus on deliberately
moderating loan volume settings.
New loan originations
$210M (FY23: $495M)
Total loan originations
$1.8B (FY23: $1.6B)
Loan book
$770M (FY23: $931M)
Average Equifax credit score
(total book)3
782 (Jun-23: 780)
On-balance sheet
90+ day arrears
1.58% (30-Jun-23: 1.25%)
1
Net Interest Margin (“NIM”) defined as loan book yield less finance costs, excluding corporate facility interest cost and hedge accounting impacts.
2
FY23 EBITDA on a normalised basis (no normalisation for FY24).
3
Total loan book average Equifax credit score is the score at the time of application, includes active loans and excludes loans written off.
10
CAPITAL
CUSTOMER
In addition to the $50M corporate facility
secured from Nomura in Q4FY24, Wisr
finished FY24 with $220M in undrawn
warehouse capacity. The business is well
capitalised with a further $15M available
from the Nomura facility to fund its ongoing
growth plans.
Unrestricted cash also increased to $28.4M
from $21.7M in FY23, largely due to the
new corporate facility. Wisr’s equity holding
in warehouses and term deals decreased
to $42.8M from $48.3M in FY23 but this
reduction was due to the decrease in Wisr’s
loan book as well as the sale of equity notes
in Q3FY24 to optimise capital allocation.
From a product perspective, Wisr launched
new features in FY24 including Debt Bustr
– which allows customers to easily engage
with and consolidate their debts, helping
them reach a better financial position.
A focus on enhancements to user
experience delivered scalable business
outcomes and industry recognition.
Monthly active users
of Wisr App1
↑ 57% YOY at 30-Jun-24
Undrawn warehouse
capacity
$220M (30-Jun-23: $150M)
Unrestricted cash of
$28.4M (30-Jun-23: $21.7M)
1
By Wisr loan customers.
2
Based on average comparison of engaged and unengaged Wisr Platform loan customers that are current and not in arrears during FY24.
Wisr equity holding
in warehouses and
term deals
$42.8M (30-Jun-23: $48.3M)
Additional loan repayments
made via one-time payment
feature
$9.0M at 30-Jun-24
Loan customers engaged
with the Wisr Platform further
ahead on repayments2 by
12% at 30-Jun-24
Nomura corporate facility
$50M
$35M draw of the facility utilised to
repay existing $25M corporate
facility and fund growth
Customer debt paid off
with Round Ups
$26.4M at 30-Jun-24
Customer Net Promoter Score
(all-time)
+78 at 30-Jun-24
Winner of WeMoney’s
Best Mobile Experience
Award, 2024
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WISR LIMITED • ANNUAL REPORT 2024
RETURN TO
GROWTH
WISR LIMITED • ANNUAL REPORT 2024
12
Q4FY24 average daily originations
Loan originations
$13M
Following the execution of
the $50M Nomura corporate
facility and stabilised
macroeconomic conditions,
Wisr returned to growth.
Wisr achieved a 7% increase in loan
originations to $55M in Q4FY24 compared
to the prior quarter.
In addition, following the Nomura transaction,
the run rate loan originations quarterly
performance was circa $68M, a 30%
increase on Q3FY24 (pro forma).
$40M
$50M
$60M
$70M
$30M
$20M
$10M
$0
Q1FY24
Q2FY24
Q3FY24
Q4FY24
$68M
$50M
$53M
$52M
$55M
pro forma
Loan originations
Incremental Q4FY24 run rate
originations post Nomura
transaction (pro forma)
$200K
$400K
$600K
$800K
$1,000K
$1,200K
Apr-24
May-24
Jun-24
$797K
$855K
$1,028K
29% growth
pro forma
growth
30%
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WISR LIMITED • ANNUAL REPORT 2024
New corporate facility
supports pivot to growth
The enlarged $50M
Nomura corporate
facility provides additional
strength to Wisr’s balance
sheet and the platform to
fund loan book growth.
Note: This is not a forecast. The data represents an indicative scenario of the economics of the Wisr Loan Book. Indicative economics are illustrative only and may
vary due to a range of assumptions and variables. Data is subject to broader market conditions, including (but not limited to) movement in interest rates, macroeco-
nomic conditions, and/or significant market volatility events.
$25M incremental funding for growth
$25M seller notes (Wisr contribution)
$25M repayment of existing facility
$50M
new corporate facility
$625M
Warehouse contribution
Warehouse funding model
Corporate facility
New lending
Circa
in new lending
$650M
The incremental $25M supports additional
lending of circa $650M (through funding
of warehouse seller notes), with average
loan tenure of approximately four years.
14
Financial metrics
• Improved yield metrics partially offset by
a reduction in loan book delivered a $1.9M
increase in revenue to $93.8M in FY24
• A $2.1M decrease in NIM to $44.7M was
driven by higher funding costs
• Net losses increased to $20.4M due to
the seasoning of older loan cohorts
Wisr is well-positioned in the medium-term to deliver
a business with strong profitability at scale.
• Strategic cost management decreased
opex by approximately $6.2M and saw
a reduced cost-to-income ratio of 28%
(FY23: 36%)
• Despite challenging macroeconomic
conditions and moderated lending
throughout most of FY24, Wisr limited
its EBITDA loss to $2.3M
1
Finance costs excludes corporate facility interest costs and hedge accounting.
2
FY23 EBITDA on a normalised basis.
3
Cost to income ratio defined as operating expenses/revenue.
FY24
($)
FY23
($)
Variance
($)
Revenue
93.8M
91.9M
1.9M
Finance costs1
(49.1)M
(45.1)M
(4.0)M
NIM
44.7M
46.8M
(2.1)M
Net losses
(20.4)M
(14.5)M
(5.9)M
Opex
(26.5)M
(32.8)M
6.2M
EBITDA2
(2.3)M
(0.5)M
(1.8)M
Cost to income ratio3
28%
36%
-
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WISR LIMITED • ANNUAL REPORT 2024
Loan book
$780M
$931M
$770M
Wisr’s loan book ended at $770M
in FY24. This was a decrease on
FY23 ($931M) but was driven by
deliberate moderated loan
volume settings.
FINANCIAL
HIGHLIGHTS
Loan originations
Loan originations in FY24
reached $210M, a decrease on
FY23 ($495M). However, following
the pivot back to growth in May
2024, Wisr’s Q4FY24 run rate loan
originations grew by 30% on
Q3FY24 (pro forma).
Total loan originations
(cumulative, to scale)
Annual loan originations
(number)
FY22
FY22
FY23
FY23
FY24
FY24
$1.2B
$611M
$1.6B
$495M
$1.8B
$210M
16
$59M
$92M
$94M
9.43%
13.11%
12.62%
8.68%
10.17%
10.90%
Portfolio yield
Front book yield
Revenue
Yield
Wisr’s revenue in FY24 increased
by 2% to $93.8M from $91.9M in
FY23, with improved yield metrics
partially offset by a reduction in
the loan book.
Portfolio yield in FY24 increased
by 73 bps to 10.90% while front
book yield decreased slightly
to 12.62% from FY23 (13.11%).
Notably, front book yield was
largely dependent on product
and credit mix originating in the
last month of the financial year,
with the average front book yield
for Q4FY24 increasing to 13.04%.
FY22
FY22
FY23
FY23
FY24
FY24
Moderated lending settings
17
WISR LIMITED • ANNUAL REPORT 2024
NIM
1
Finance costs excludes corporate facility interest costs and hedge accounting.
Wisr’s portfolio NIM decreased slightly
to 5.23% in FY24 (FY23: 5.47%), driven
by an increase in funding costs. At the
same time, front book NIM (Jun-24 run
rate) increased to 6.14% (Jun-23 run
rate: 6.06%).
Importantly as Wisr focuses on growth
in FY25 and beyond, front book NIM will
have a greater impact on portfolio NIM
as loan originations scale. This is due to
the accretive front book margin having
a higher weighting on the portfolio margin.
In addition, while finance costs1 were
predominantly impacted by a rising
interest rate environment, this was well
mitigated by higher yields and an effective
hedging strategy.
Portfolio NIM movement
Front book NIM movement
5.47%
0.26%
-0.50%
5.23%
6.06%
-0.49%
0.56%
6.14%
FY23
Yield
Yield
Finance
costs
FY24
Finance
costs
Jun-24
Jun-23
(-24 bps)
(+8 bps)
18
1
Total loan book average Equifax credit score is the score at the time of application, includes active loans and excludes loans written off.
2
On-balance sheet portfolio arrears, excludes off-balance sheet.
Credit quality
In FY24, Wisr prioritised the quality of its
loan book with its average credit score
strong and stable at 7821.
Significant work was done to improve
collections processes in FY24 and while
793
$780M
$931M
$770M
778
769
780
786
782
CREDIT SCORES
LOAN BOOK
90+ DAY ARREARS
NET LOSS TO AVG BALANCE
FY22
FY22
FY23
FY23
FY24
FY24
Customer credit scores and 90+ day arrears2
Net losses and loan book
0.98%
1.25%
1.58%
Average front book
credit score
Average portfolio credit
scorebook credit score
On-balance sheet portfolio
90+ day arrears
Loan book
Net losses as % of average loan book
800
1000
1200
600
400
200
0
$800M
$1.0B
$600M
$400M
$200M
0
3.50%
2.50%
4.00%
3.00%
2.00%
1.00%
1.50%
0.50%
0.00%
2.50%
3.00%
2.00%
1.00%
1.50%
0.50%
0.00%
90+ day arrears increased slightly to 1.58%,
from 1.25% in June 2023, this was driven
by both a decrease in, and a maturing of
Wisr’s loan book.
1.17%
1.59%
2.43%
19
WISR LIMITED • ANNUAL REPORT 2024
Funding program
• WH1 (Personal Loan WH) has $400M of
committed funding and an undrawn capacity
of $126M, while WH2 (Secured Vehicle WH)
has committed funding of $250M and an
undrawn capacity of $94M (total $220M
available).
• In December 2023, Wisr successfully
delivered its fourth ABS transaction, the
$200M Wisr Freedom Trust 2023-1, which
delivered a weighted average margin of
2.34% over one-month BBSW. The term
deal consisted of prime quality personal
loans and achieved a AAA Moody’s rating
for the top tranche ($140M).
• In March 2024, Wisr successfully called
its first term deal Freedom 2021 on the
first available call date. Remaining loans
from the call were transferred to WH1.
• $875M has been raised across four ABS
transactions - Freedom21 (successfully
called), Freedom22, Independence23
and Freedom23.
• Wisr is continuing to work on a third
warehouse (mixed PL and SVL) with a
new senior funder.
Funding as at 30 June 2024
$800M
$1.0B
$600M
$400M
$200M
0
$768M
$220M
$988M
$143M
$87M
$107M
$250M
$400M
Drawn
Available
Total facility
Freedom23
Freedom22
Independence23
SVL Warehouse
PL Warehouse
20
Capital position
Cash on hand available for any business purpose
Undrawn corporate facility available to fund the Company’s
ongoing growth plans
Wisr equity investment in warehouses:
Cash held in warehouses and term deal trusts:
• PL Warehouse ($14.1M)
• SVL Warehouse ($5.0M)
• Freedom22 ($5.5M,
projected call date1
Sep-25)
• Undistributed customer
loan repayments
(principal and interest)
• Unutilised funds from
note subscriptions
(predominantly third-
party debt)
• Independence23 ($8.4M,
projected call date1
Oct-26)
• Freedom23 ($9.8M,
projected call date1
Aug-27)
1
Call dates are forecasted based on expected prepayment rates and actual dates may vary.
• Use of funds restricted
to funding loans and
operating warehouses
and term deals e.g.
Trustee fees
Restricted cash
$34.0M
Cash per
balance
sheet
$62.4M
Wisr equity
holding in
warehouses
$42.8M
Unrestricted
cash
$28.4M
Undrawn
corporate facility
$15.0M
Capital assets
21
WISR LIMITED • ANNUAL REPORT 2024
WISR
IN FY25
22
As we move into FY25, our focus remains on driving growth
while building a profitable, self-sustaining business.
With a strengthened balance sheet, proprietary technology,
a high-quality loan portfolio and strong risk and operational
frameworks, Wisr is well-positioned to achieve these objectives.
1
Growth and profitability priorities will be reported on and refined as the year progresses. Forward-looking statements, whilst considered reasonable by Wisr
at the date of this presentation, involve known and unknown risks, assumptions and uncertainties, many of which are beyond Wisr’s control. There can be no
assurance that actual outcomes will not differ materially from those stated or implied by these forward-looking statements, and readers are cautioned not to
place undue weight on such forward-looking statements.
• Grow loan originations in FY25 vs. FY24 by 75%+
• Drive growth in the loan portfolio
Growth1
• Focus on loan volume growth at attractive unit economics,
maintaining high credit quality and disciplined cost control
• Continue pathway to profitability without the need for
additional equity capital
Profitability1
• Leverage Wisr user base to deliver scalable business outcomes
through customers accessing, managing and repaying credit
• Continue to engage, educate and support customers on their
financial journeys through the Wisr App
Deepening
customer
connections
• Strengthen and grow our existing distribution channels with a
focus on market-leading user experience and excellent service
Distribution
channels
We are entering an exciting new
phase at Wisr, having successfully
resumed growth in late FY24.
FY25 OBJECTIVES
23
WISR LIMITED • ANNUAL REPORT 2024
EXECUTIVE
LEADERSHIP TEAM
Andrew joined Wisr as its Chief Financial Officer in 2017 before
being appointed to his current role as Chief Executive Officer in
August 2023. With over 20 years of experience in financial
services, Andrew leads Wisr’s executive team, dedicated to the
company’s long-term growth and guides Wisr’s overall business
strategy. Prior to Wisr, Andrew worked in investment banking at
Macquarie Capital, along with KPMG.
Andrew Goodwin
CHIEF EXECUTIVE
OFFICER
Joanne joined Wisr as its Chief Risk and Data Officer in 2019
before being elevated to Chief Operating Officer in 2023. With
two decades of experience in financial services across risk
management, credit risk, product management, pricing,
analytics and strategic project delivery, Joanne is passionate
about using data and analytics to solve business problems, drive
profitable growth, streamline processes and improve customer
experience. Before Wisr, Joanne was General Manager of
Unsecured Risk at the Commonwealth Bank, where she led
major projects including the integration of the bank’s
Comprehensive Credit Reporting compliance.
Joanne Edwards
CHIEF OPERATING
OFFICER
Matthew joined Wisr as its Chief Financial Officer in March 2024,
leading Wisr’s finance team across funding and treasury, portfolio
management, accounting and payment solutions. With 25 years
of experience in financial services and consulting, Matthew
previously held senior roles at KPMG, leading due diligence
investigations and capital market transactions, and Avoka
Technologies, a global enterprise SaaS fintech.
Matthew Lewis
CHIEF FINANCIAL
OFFICER
24
James joined Wisr as its Head of Marketing in 2018 before being
elevated to Chief Marketing Officer in late 2019. In his current role
as Chief Growth Officer, James drives the growth strategy and
distribution of Wisr’s range of products and services. He leads
high-performing teams across business development, customer
experience, marketing, communications and investor relations.
James has over 15 years of experience building brands, working
with a number of established financial services and challenger
brands including Virgin Mobile, Bankwest, AMEX and ING.
James Goodwin
CHIEF GROWTH
OFFICER
David is Wisr’s General Counsel and Company Secretary having
joined the team in early 2022. He is a commercial lawyer with over
16 years of experience working in law firms and in-house both in
Australia and internationally. Before joining Wisr, David advised
on legal and business affairs across Asia-Pacific as Senior Legal
Counsel (APAC) at IMG/Endeavor (NYSE: EDR). Prior to this, David
was previously an Associate at global law firm Taylor Wessing LLP
in London. David holds a Bachelor of Laws (LLB) and Bachelor of
Commerce (BComm - Finance) from the University of Melbourne.
David King
GENERAL COUNSEL &
COMPANY SECRETARY
Kate joined Wisr as its first People and Culture hire in mid-2019.
After building Wisr’s employee experience, HR and recruitment
functions from the ground up, she was promoted to Head of
Employee Experience in early 2021 and joined Wisr’s Executive
Leadership team. Formerly based in Silicon Valley, Kate has over
15 years of experience building people and recruitment programs
at organisations including Salesforce and Inkling.
Kate Renner
HEAD OF EMPLOYEE
EXPERIENCE
25
WISR LIMITED • ANNUAL REPORT 2024
BOARD OF
DIRECTORS
Ms Lyall is a highly experienced senior executive, board member
and strategic adviser with over 35 years of experience across
finance, banking, government and fintech in Australia and the
United Kingdom.
Ms Lyall is a Partner at Seed Space Venture Capital, the Co-
Founder of not-for-profit Seed Money Australia and holds non-
executive director roles at several unlisted fintech companies.
She is also a non-executive director of peak industry body,
Fintech Australia.
Ms Lyall’s extensive experience in the Australian and British
financial services sectors includes roles at the Chicago Mercantile
Exchange, Nasdaq and the London Stock Exchange. Most notably,
she was previously a non-executive director at Deutsche Bank
UK Bank, sitting on the Bank’s Board Risk Committee (BRC), the
Listed Derivatives Risk and Compliance Committee (LDRCC) and
the Nomination Committee as Chair.
Mr Brown is a highly experienced senior executive, board
member, adviser and investor with over 20 years of experience
across investment banking and technology, both in Australia and
the United States. He is the Founder and Managing Director of
independent investment and corporate advisory firm, Alluvion
Capital.
Prior to Alluvion Capital, Mr Brown was Chief Financial Officer
and Executive Director of a high-growth, global enterprise SaaS
business. Mr Brown was also previously a Managing Director at
Macquarie Capital, where he spent over a decade in Sydney and
New York with a focus on M&A, capital markets and principal
investing.
Mr Brown is also a non-executive director of EncompaaS
Software Limited, Thinxtra Limited, Learning Vault Pty Limited
and Upwire Pty Ltd and an active investor in early-stage, high-
growth technology businesses.
Matthew Brown
CHAIR
BCom; LLB
Cathryn Lyall
NON-EXECUTIVE
DIRECTOR
B.A.; M.A
26
Ms Whitney is a highly experienced senior executive with
over 25 years of experience in Australian consumer law,
accelerating growth, product expansion and driving customer
acquisition through data and analytics across marketing,
advertising, subscription television, FMCG, financial services,
telecommunication, luxury and retail.
From 2020 to 2022, she held the position of Chief Marketing
and Growth Officer for Marley Spoon Australia (ASX: MMM),
and in early 2023 was appointed as Chief Digital and Technology
Officer for Treasury Wine Estates (ASX: TWE). In her current role,
Ms Whitney has oversight of all of the company’s technology,
cyber-security and information systems globally, as well as the
data, insights and analytics division.
Previously, Ms Whitney spent six years as the Director of Digital
at Pernod Ricard, both in Australia and the US. Prior to that, she
was the General Manager of Marketing at David Jones.
Mr Swanger is a director, adviser and investor in a number
of high growth companies and venture capital funds. He
was previously with the Macquarie Group as Global Chief
Investment Officer for 15 years, having approximately US$10
billion under management across equities, farmland, carbon
assets and credit. Mr Swanger has been involved in investment
management for more than 30 years and across 14 countries
including the United States, Canada, Brazil, the United Kingdom,
Singapore and Hong Kong.
He has been a director of major funds management and credit
organisations since 2002, including Macquarie’s largest funds
management entity, Macquarie Investment Management Limited.
In addition to Wisr Ltd, Mr Swanger is currently a non-executive
director of Income Asset Management (ASX:IAM), New Quantum
Pty Ltd (unlisted), and Care360 Pty Ltd (unlisted).
Craig Swanger
NON-EXECUTIVE
DIRECTOR
BCom (Hons); SIA GD
Kate Whitney
NON-EXECUTIVE
DIRECTOR
B.A.
27
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL
REPORT
for the year ended 30 June 2024
WISR LIMITED • ABN 80 004 661 205
WISR LIMITED • ANNUAL REPORT 2024
28
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
29
DIRECTORS’ REPORT
For the year ended 30 June 2024
The directors present their report, together with the financial statements, on the consolidated
entity (also referred to hereafter as the Group) consisting of Wisr Limited (referred to hereafter as
the Company or Parent Entity) and the entities it controlled at the end of, or during, the year
ended 30 June 2024.
DIRECTORS
The following persons were directors of the Company during the whole of the financial year and
up to the date of this report, unless otherwise stated:
Name
Position
Matthew Brown
Non-Executive Chair (from 27 November 2023)
Non-Executive Director (up to 26 November 2023)
John Nantes
Non-Executive Chair (retired on 27 November 2023)
Craig Swanger
Non-Executive Director
Cathryn Lyall
Non-Executive Director
Kate Whitney
Non-Executive Director
Particulars of each director’s experience and qualifications are set out later in this report.
PRINCIPAL ACTIVITIES
During the financial year, the Group’s primary activity was writing personal loans and secured
vehicle loans for 3, 5 and 7-year maturities to Australian consumers.
REVIEW OF OPERATIONS
Key Group highlights include:
Financial performance
•
Portfolio yield 10.90% (FY23: 10.17%), front book (Jun-24 run rate) yield 12.62% (June 2023:
13.11%)
•
Portfolio Net Interest Margin1 (“NIM”) 5.23% (FY23: 5.47%), front book (June 2024 run rate)
NIM 6.14% (June 2023: 6.06%)
1 Net Interest Margin (“NIM”) defined as loan book yield less finance costs, excluding corporate debt facility interest cost
and hedge accounting impacts.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
30
Review of operations (cont.)
•
Operating revenue increase of 2% to $93.8M (FY23: $91.9M) due to moderated loan
origination for the majority of FY24
•
Operating expenses decrease of 19% to $26.5M (FY23: $32.8) and reduction of cost-to-
income ratio to 28% (FY23: 36%)
•
EBITDA2 of $(2.3)M, FY23 ($(0.5)M)
•
Loss after income tax for the year of $(8.2)M (FY23: $(13.2)M)
Loan book
•
Total new loan originations down to $210M (FY23: $495M) following deliberate moderation of
loan origination volume for the majority of FY24
•
Loan book of $770M (FY23: $931M) also driven by moderated loan volume settings
•
90+ Day arrears of 1.58% (June 2023: 1.25%) driven by both a decrease in, and a maturing of
the loan book (denominator effect)
•
Loan book average credit score remained strong at 7823 (June 2023: 780)
•
Net losses of $20.4M as prior period loan book vintages mature (FY23: $14.5M)
Balance sheet and funding
•
In May 2024, the Company strengthened its balance sheet through a $50M corporate facility
from global financial services group Nomura
•
A 31% increase in unrestricted cash to $28.4M (June 2023: $21.7M), strengthened by the
initial $35M draw of the $50M corporate facility. Part of these proceeds were utilised to
repay the Company’s existing $25M corporate facility, with a further $15M available to fund
the Company’s ongoing growth plans.
•
Two warehouses are in place to support originations with a total commitment value of $650M
and an undrawn capacity of $220M
Customer
•
Customer Net Promoter Score +78 (all-time)
•
In FY24, Wisr facilitated the payment of $2.7M in round-ups on customer debt (all-time: $9M)
as well as $26.4M in extra loan repayments
•
Loan customers engaged with the Wisr app are, on average, 12% further ahead on their loans
FINANCIAL
Amidst a challenging economic environment in FY24, our moderated loan volume strategy saw
Wisr focus on the quality of our loan book and set processes in place for when it would be
2 Non IFRS measure – EBITDA has been calculated by Earnings Before Interest (corporate facility only), Tax, Depreciation
and Amortisation.
3 Total book average credit score is the score at the time of application, includes active loans and excludes loans written
off.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
31
Review of operations (cont.)
appropriate to transition back to growth. We leveraged our internal technical capabilities to
improve collection strategies, broker experience, and the functionality of the Wisr App. We also
put measures in place to ensure prudent cost management, capital preservation and a robust
balance sheet.
The execution of an agreement for a $50M corporate facility provided by Nomura, a global
financial services company (May 2024), strengthened the balance sheet. Combined with a return
to more stable macroeconomic conditions, this enabled Wisr’s pivot back to growth in Q4FY24.
The Company delivered a portfolio yield of 10.90% in FY24, a 73 bps increase (FY23: 10.17%).
Since returning to growth settings in Q4FY24, the business achieved quarterly run-rate
originations growth of +30% at attractive unit economics.
Notwithstanding the moderated loan volume settings, Wisr delivered revenue of $93.8M in FY24,
a 2% increase (FY23: $91.9M). The improvement in revenue was offset by higher funding costs,
driven by the higher interest rate environment, the unwind of favourable hedge positions and
decrease in loan book size, resulting in a 5% decrease in NIM to $44.7M (FY23: $46.8M).
Our focus on managing costs was evident by operating expenses decreasing to $26.5M in FY24,
a 19% decrease (FY23: $32.8M). This was also reflected in an improvement in the cost-to-income
ratio of 28% for FY24 (FY23: 36%). Net losses increased to $20.4M (FY23: $14.5M) due to
seasoning of older loan cohorts.
Despite the challenging macroeconomic conditions and moderated loan volume settings
throughout most of FY24, Wisr limited its EBITDA loss to $2.3M.
LENDING
In FY24, Wisr delivered $210M in new loan originations. While this was a reduction from FY23
($495M), Wisr operated under deliberately moderated loan volume settings for most of the
period. In line with this moderated growth strategy, Wisr’s loan book decreased to $770M (FY23:
$931M).
Driven by the maturing of and decrease in the loan book (denominator effect), 90+ day arrears
were 1.58% in FY24 (FY23: 1.25%). Importantly, the quality of Wisr’s loan book was maintained,
with the average portfolio credit score remaining consistently strong at 7824 (FY23: 781).
Early-stage arrears are improving following tighter risk settings on new originations, while the
seasoning of older cohorts has led to a slight increase in late-stage arrears. This caused the
modelled provision to increase by 0.3% during the period. However, this is within risk appetite. At
30 June 2024, the expected credit loss provision totalled $24.4M (3.2% of closing loan book),
versus $26.7M for 30 June 2023 (2.9% of closing loan book).
CAPITAL AND FUNDING
The Company completed several significant funding and capital management initiatives to
improve its balance sheet strength and flexibility.
In December 2023, the Company successfully delivered its fourth ABS transaction, the $200M
Wisr Freedom Trust 2023-1, which delivered a weighted average margin of 2.34% over the one-
4 Total book average credit score is the score at the time of application, includes active loans and excludes loans written
off.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
32
Review of operations (cont.)
month BBSW (a decrease of circa 0.89% on the Personal Loan Warehouse cost of funds). The
term deal consisted of prime quality personal loans and achieved a AAA Moody’s rating for the top
tranche ($140M). The deal created $200M of additional capacity in WH1 and brings the total value
of ABS transactions executed by Wisr to $875M.
In March 2024, Wisr successfully called its first term deal, Freedom 2021-1, on the first available
call date. The remaining loans from the call were transferred to WH1. This represents a milestone
for the Company and provides confidence to the debt capital markets in Wisr’s capability as a
reliable issuer that meets investors' expectations of the expected tenor of a deal by repurchasing
notes at the first call date.
In May 2024, Wisr announced it had executed an agreement for a $50M corporate facility to
provide additional strength to its balance sheet and platform to fund loan book growth. The
facility, provided by the global financial services group Nomura, is expected to accelerate Wisr’s
path to profitability and see the Company through to a self-sustaining capital position.
The current draw on the facility is $35M, with part of the proceeds repaying the previous $25M
corporate facility. A further $15M will be available to fund the Company’s ongoing growth plans.
The three-year facility will be drawn at the head company (Wisr Limited) level.
The Company is well capitalised with a $62.3M cash balance, including $28.4M of unrestricted
cash.
CUSTOMERS
Wisr is a purpose-led company committed to a strategy of improving our customers’ financial
health and wellbeing.
During the year, the Wisr Platform underwent several enhancements, including two new features,
Debt Bustr, which allows Australians to consolidate and simplify their personal debt with Wisr, and
Breach Alert, a service that allows users to check if their email address has been flagged in a data
breach. If there are breaches, the user will see where they occurred, what information was leaked
and get recommended next steps to protect them.
In addition, the Wisr Platform has delivered $26.4M in extra loan repayments (all-time figure), as
well as the payment of $9.0M (all-time figure) in round-ups on customer debt.
GOVERNANCE AND RISK MANAGEMENT FRAMEWORK
Wisr faces a broad range of risks reflecting its business operations as a non-bank consumer
lender.
The Board is responsible for setting risk appetite and approving and reviewing the risk
management strategy and framework; this includes the 14-point Enterprise Risk Management
Register and assessment of likelihood and magnitude of risks. The Board also ensures senior
management has identified key risks, that those risks are managed and controlled appropriately
and endorses the Risk Management plan. Management is then responsible for implementing the
Board approved risk management strategy and risk management plan. External auditors provide
independent assurance to the Board on the adequacy and effectiveness of management controls
for risk.
Wisr has the following Committees in place to foster innovation and continuous improvement in
efficiencies across all business operations:
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
33
Review of operations (cont.)
•
Board Audit and Risk Committee, Chaired by the Non-Executive Chair, Matthew Brown
•
Risk Management Committee, Chaired by Chief Operating Officer, Joanne Edwards
•
Credit Committee, Chaired by Chief Operating Officer, Joanne Edwards
Key Wisr business risks include:
Risk
Controls/monitoring
Economic risk
Factors such as inflationary pressures,
unemployment, interest rates, government
policy, the volatility and strength of the
global and Australian capital markets all
affect the business and the economic
environment
•
Wisr closely monitors the risk of changes in the Australia and
global environment that restricts access to capital
•
Wisr manages the business responsibly with monthly Risk
Committee meetings held to review capital position, warehouse
capacity, hedging strategy and parameter reporting
Liquidity risk
Risk of an adverse impact to the earnings
or operations of Wisr that may result in
having insufficient funds in order to meet
obligations when they become due, or an
inability to raise funding to support the
lending business
•
Wisr ensures sufficient funds are available to support new loan
originations, pay maturing liabilities and meet specific liquidity
position requirements
•
ABS markets are monitored in order to execute term deals as
required in order to expand capacity and potentially achieve cost
of funds benefit
•
Continuous engagement with capital partners, funding partners
and related advisors
Credit risk
The risk of potential financial loss arising
from the exposure to a customer or
counterparty in the event of a default. A
change in customer circumstances may
result in credit losses, decreased operating
cashflows, credit impairment expenses,
increased funding costs and reduced
access to funding
•
Wisr has a strong, established credit risk framework that
facilitates a consistent credit assessment process for each
customer. The key elements of the credit risk framework include:
o
Governance: Wisr has established Risk and Pricing
Committees to manage and implement its clearly
defined risk appetite and consequent credit risk
framework;
o
Credit risk policies: provide the rules to determine
whether Wisr will lend to a specific customer,
capturing qualitative and quantitative data relating to
the customer profile, customer requirements and
objectives, data from credit bureaus, assessment of
the collateral, legislative obligations and other
factors;
o
Credit procedures: outline Wisr’s process to assess,
verify, price and approve a loan application from a
customer;
o
Arrears management and collections: policies and
procedures in place to manage situations of financial
stress, hardship and non-payment of loan
repayments;
o
Portfolio monitoring: reporting and monitoring on
the performance of loan portfolios; and
o
Training: ongoing training for operational and risk
staff, including specific delegated authority training
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
34
Review of operations (cont.)
Risk
Controls/monitoring
Cyber security and system stability
Cybersecurity breaches, along with system
stability and availability, given the nature of
our business and the amount of personally
identifiable information (“PII”) we hold. Any
security breach could result in the loss of
consumer PII, corporate intellectual
property (“IP”), site availability and service
delivery which can impact our reputation
and ability to meet objectives. Lack of
availability or downtime of our internal
systems, website and app can impact
customer and consumer sentiment and
Wisr’s reputation. Significant interruptions
to (including breaches of) third party
systems on which Wisr relies could have a
similar effect
•
Wisr has a framework of standards, policies and systems to
address cyber, privacy and data governance risks with quarterly
reports to the Risk Committee on cyber security risk
•
Wisr maintains and regularly tests cyber security and disaster
recovery procedures across critical systems
•
Ongoing calendar of company-wide cyber security awareness and
training for all employees
•
Critical systems are designed for rapid recovery and continuity,
using high availability architecture
•
Advanced access control measures are in place to ensure data
security
•
Network safeguards are implemented to enhance protection
against unauthorised access
•
Third Party verification assessment of service providers is
conducted, including regular risk assessment
Compliance and regulatory risk
The risk of legal or regulatory sanctions,
financial loss, as a result of the failure to
comply with applicable laws, regulations,
codes of conduct and standards of good
practice
•
Wisr’s objective is to manage regulatory and compliance risk such
that Wisr is compliant with all applicable laws, regulations, codes
of conduct and standards of good practice, and manage
operational risk so as to balance the avoidance of financial loss
and damage to the Company’s reputation
•
Regulatory and compliance risk is managed with policies,
processes and practices aligned to the Risk Management
Framework and reviewed by the Audit Risk Committee
•
The Company’s Quality Assurance team, in conjunction with Wisr’s
Legal team, provides independent advice, oversight and challenge
on regulatory compliance as well as providing advice to assist
with the implementation of regulatory change
Strategy, competition and disruption
The development of new technologies and
increased competition from new or existing
lenders, which could affect the existing
business model
•
Wisr constantly monitors and assesses the competitive
environment and commits capital to invest in new initiatives
through a rigorous capital allocation process
•
Senior management conducts quarterly planning activities which
includes the development and assessment of Objectives and Key
Results (“OKR’s”) and initiatives, which forms the basis for annual
Board strategy reviews
Talent and culture
The ability to attract and retain talent to
drive a strong culture at Wisr is critical to
our ability to deliver on strategy and
business performance
•
Attraction and retention strategies include flexible work practices,
competitive remuneration, wellbeing initiatives and leadership,
learning and career development programs
•
Regular employee engagement and culture surveys are performed
to monitor our performance against targets and quickly act where
we see any areas of concern
•
Wisr leverages appropriate equity arrangements at various levels
of the business to support retention
•
Succession planning is maintained and regularly updated for
critical roles
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
35
Review of operations (cont.)
TALENT AND CULTURE
In early FY24, it was announced that Andrew Goodwin, who had been with the Company as its
Chief Financial Officer since 2017, was appointed Chief Executive Officer. In addition, Joanne
Edwards, Wisr's inaugural Chief Risk and Data Officer since 2019, was elevated to Chief Operating
Officer.
Matthew Lewis was also appointed Wisr’s Chief Financial Officer, and James Goodwin, Wisr's
Chief Marketing Officer since 2018, moved into the Chief Growth Officer role in Q3FY24.
Following John Nantes’ retirement in November 2024, interim Non-Executive Chair Matthew
Brown assumed the role of Non-Executive Chair.
Following the leadership changes in early FY24, an initiative, Wisr 2.0, was undertaken. This
included an independent cultural review, company values reset, and full policy review. The
strength of this initiative was evidenced in a H2FY24 employee engagement score increase from
68% to 79%.
OUTLOOK – FY25 AND BEYOND
Wisr is a purpose-led company committed to a strategy of improving our customers’ financial
health and wellbeing. In the current economic climate, our purpose is more relevant than ever.
In FY24, the Company focused on prudent cost management, capital preservation and
strengthening the balance sheet to ensure it was well positioned once the environment became
more conducive to growth.
With the challenging macroeconomic environment that required a shift towards moderated growth
settings stabilising, in FY25, Wisr intends to focus on loan volume growth at attractive unit
economics and scale the business to profitability and a self-sustaining capital position. The
combination of a bolstered balance sheet, our proprietary technology, prime loan book, and
robust risk and operational frameworks means that Wisr is well-positioned to achieve these
objectives.
DIVIDENDS
There were no dividends declared or paid in the financial year.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
36
EVENTS SINCE THE END OF THE FINANCIAL YEAR
In August 2024, the Wisr Warehouse Trust No.2 was renewed for its customary 12-month period to
August 2025.
ENVIRONMENTAL MATTERS
The Group is not subject to any significant environmental regulations under Australian
Commonwealth or State law.
INDEMNITY AND INSURANCE OF AUDITORS
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the company or any related entity against a liability incurred by the
auditor. During the financial year, the company has not paid a premium in respect of a contract to
insure the auditor of the Company or any related entity.
INFORMATION ON DIRECTORS
The names and details of the Company's directors in office during the financial year and until the
date of this report are presented below.
Matthew Brown
Non-Executive Chair (from 27 Nov 2023)
Non-Executive Director (up to 26 Nov 2023)
Qualifications
B.Comm; LLB
Experience
Mr Brown is a highly experienced senior executive, board member, adviser and
investor with over 20 years of experience across investment banking and
technology in Australia and the United States. He is the Founder and Managing
Director of independent investment and corporate advisory firm, Alluvion
Capital.
Prior to Alluvion Capital, Mr Brown was Chief Financial Officer and Executive
Director of a high-growth, global enterprise SaaS business. Prior to that, Mr
Brown was a Managing Director at Macquarie Capital, where he spent 12 years
in Sydney and New York with a focus on M&A, capital markets and principal
investing.
Mr Brown is also a non-executive director of EncompaaS Software Limited,
Thinxtra Limited, Learning Vault Pty Limited and Upwire Pty Ltd and an active
investor in early-stage, high-growth technology businesses.
Special responsibilities
Chair of Audit and Risk Committee
Member of People, Culture and Remuneration Committee
Interest in shares and options as at
30 June 2024
Ordinary shares held: 2,025,000
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
None
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
37
John Nantes
Non-Executive Chair (retired on 27 Nov 2023)
Qualifications
LLB; B.Comm.; B.A., DFP
Experience
Mr Nantes has over 25 years of experience in Financial Services, Private
Equity, Tax and Accounting, Corporate Finance, Capital Markets, and M&A. He
is also the Executive Chairman of Income Asset Management (ASX:IAM), a
leading financial services company in Australia with over $3b in AUA, as well as
a non-executive director of Vixionflex (ASX:VFX), a newly merged leading
Healthtech company in Australia, and a non-executive director of Thinxtra, a
public non-listed IOT technology company.
Mr Nantes has a strong reputation for building profitable and fast growing
businesses, especially those reliant on; especially those reliant on; technology,
product innovation, and market disruption with strict compliance/governance
requirements, having previously also held roles such as; Group Head of
WHK/Crowe Horwath Wealth Management, CEO Prescott Securities, and
Executive roles at St George Bank/ Bank SA and financial advisory roles at
Colonial State Bank.
Special responsibilities
Member of Audit and Risk Committee (up to 27 Nov 2023)
Craig Swanger
Non-Executive Director
Qualifications
BCom (Hons); SIA GD
Experience
Mr Swanger has extensive board experience, including Macquarie Bank’s major
funds management entity, Macquarie Investment Management Limited and a
total of 15 internal and external boards since 2003. Since Macquarie, Mr
Swanger has invested in and advised a large portfolio of technology companies
across finance, social impact, and health.
More specifically in areas related to Wisr, Mr Swanger was Chairman of 5 of the
largest debt listed investment companies in Australia and New Zealand issued
over the past decade, and more recently worked with Australia’s largest
corporate bond and securitisation distribution specialists and is on the
Investment Committee of a large SME direct lending fund.
Interest in shares and options as at
30 June 2024
Ordinary shares held: 5,866,666
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
Income Asset Management Group Ltd (ASX: IAM)
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
38
Cathryn Lyall
Non-Executive Director
Qualifications
B.A.; M.A
Experience
Ms Lyall is a highly experienced senior executive, board member and strategic
adviser with over 35 years of experience across finance, banking, government
and fintech in Australia and the United Kingdom. She is a Partner at Seed
Space Venture Capital, the Co-Founder of not-for-profit Seed Money Australia,
non-executive director of several unlisted fintech companies. and is a NED on
the board of the peak industry body Fintech Australia.
Ms Lyall’s extensive experience in the Australian and British Financial Services
sectors includes roles at the Chicago Mercantile Exchange, Nasdaq and the
London Stock Exchange. Most notably, Non-Executive Director Deutsche Bank
UK Bank, sitting on the Bank’s Board Risk Committee (BRC), the Listed
Derivatives Risk and Compliance Committee (LDRCC), and the Nomination
Committee as Chair.
Special responsibilities
Chair of People, Culture and Remuneration Committee
Member of Audit and Risk Committee.
Interest in shares and options as at
30 June 2024
Ordinary shares held: 154,173
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
None
Kate Whitney
Non-Executive Director
Qualifications
B.A.
Experience
Ms Whitney is a highly experienced senior executive with over 25 years of
experience in consumer marketing, her skill set proving invaluable to
businesses for accelerating growth, product expansion and driving customer
acquisition through data and analytics across multiple categories including
subscription services, consumer goods, financial products and lending,
telecommunication, luxury and retail. From 2020-2022 she held the position of
Chief Marketing and Growth Officer for the innovative foodservice business,
Marley Spoon Australia (ASX:MMM), but in early 2023 was appointed as Chief
Digital and Technology Officer for Treasury Wine Estates (ASX:TWE). In her
current role, Ms Whitney has oversight on the company's technology, digital,
cyber-security and information systems globally, as well as the data, insights
and analytics division and capability across Treasury's portfolio of luxury and
premium wine brands.
Prior to her current role, Ms Whitney spent six years as the Director of Digital at
Pernod Ricard both in the Australian and USA businesses, and between 2011
and 2014, she was the General Manager of Marketing at David Jones which
included oversight of the credit card portfolio with partner credit provider,
American Express. Her key achievements include driving $250M in revenue
growth for David Jones via the Amex Storecard deal and during her tenure at
Marley Spoon, Ms Whitney saw the company’s revenue more than double.
Special responsibilities
Member of Audit and Risk Committee
Member of People, Culture and Remuneration Committee
Interest in shares and options as at
30 June 2024
Ordinary shares held: 302,425
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
None
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
39
INFORMATION ON COMPANY SECRETARIES
Vanessa Chidrawi
Experience
Vanessa is a highly experienced governance professional, having held
leadership and executive management roles in companies listed on ASX, TSX,
Nasdaq and JSE over the past 17 years. She obtained degrees in law and
commerce and then practised as an attorney for twelve years before entering
the corporate world.
Vanessa has acted as company secretary to a range of companies listed on
ASX and TSX and brings with her a wealth of experience in governance
management, board advisory, corporate structuring and capital raising in the
listed company space. She currently acts as company secretary and
governance advisor to four companies listed on ASX.
David King (from 30 Jan 2024)
Experience
David is a commercial lawyer with over 15 years of experience working in law
firms and as an in-house lawyer in Australia and internationally. Before joining
Wisr, David advised on legal and business affairs across Asia-Pacific as Senior
Legal Counsel (APAC) at IMG/Endeavor (NYSE: EDR). David was previously an
Associate at global law firm Taylor Wessing LLP in London, UK.
David holds a Bachelor of Laws (LLB) and Bachelor of Commerce (BComm –
Finance) from the University of Melbourne.
May Ho (up to 30 Jan 2024)
Experience
Miss Ho holds a Bachelor of Laws and Bachelor of Business (Accounting Major)
degree and has completed a Graduate Diploma in Applied Corporate
Governance.
She is currently Financial Controller of the Group.
Miss Ho has also had over 3 years’ experience practicing as a solicitor in a
private law firm in Sydney.
INDEMNIFICATION AND INSURANCE OF OFFICERS
The Group has indemnified the directors and executives of the Group for costs incurred, in their
capacity as a director or executive, for which they may be held personally liable, except where
there is a lack of good faith.
During the financial year, the Group paid a premium in respect of a contract to insure the directors
and officers of the Group against a liability to the extent permitted by the Corporations Act 2001.
The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium.
The Group has not otherwise, during or since the end of the financial year, except to the extent
permitted by law indemnified or agreed to indemnify an officer of the Company or any of its
controlled entities against a liability incurred as such an officer.
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors and of each board committee held
during the year ended 30 June 2024, and the number of meetings attended by each director
were:
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
40
Meeting of directors (cont.)
Directors' Meetings
Audit and Risk Committee
Meetings
People, Culture and
Remuneration Committee
Meetings
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Matthew Brown
13
13
4
4
5
5
John Nantes
5
5
1
1
-
-
Craig Swanger
13
13
-
-
-
-
Cathryn Lyall
13
13
4
4
5
5
Kate Whitney
13
13
2
2
5
5
PROCEEDINGS ON BEHALF OF THE COMPANY
No proceedings have been brought or intervened in on behalf of the Company with leave of the
Court under section 237 of the Corporations Act 2001.
NON-AUDIT SERVICES
BDO Audit Pty Ltd were appointed Company auditor on 25 September 2020 and will continue in
office in accordance with section 327 of the Corporations Act 2001. The Company may decide to
engage the auditor on assignments additional to their statutory audit duties where the auditor’s
expertise and experience with the Group are important.
The following fees were paid or payable to BDO for non-audit services provided during the year
ended 30 June 2024:
$
Non-audit services: Taxation services
7,050
Other assurance services: Agreed Upon Procedures services
25,500
Total
32,550
The directors are satisfied that the provision of non-audit services during the financial year, by the
auditor (or by another person or firm on the auditor's behalf), is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 18 to the financial statements
do not compromise the external auditor's independence requirements of the Corporations Act 2001
for the following reasons:
•
all non-audit services have been reviewed and approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
•
none of the services undermine the general principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting
Professional and Ethical Standards Board, including reviewing or auditing the auditor's own
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
41
Non-audit services (cont.)
work, acting in a management or decision-making capacity for the company, acting as
advocate for the company or jointly sharing economic risks and rewards.
ROUNDING OF AMOUNTS
The Group is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been
rounded off in accordance with that Corporations Instrument to the nearest dollar.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration in accordance with section 307C of the Corporations Act
2001 For the year ended 30 June 2024 has been received and can be found within the directors’
report.
PERFORMANCE RIGHTS
At the date of this report, the unissued ordinary shares of Wisr Limited under performance rights
are as follows:
Effective Grant Date
Vesting Determination
Date
Exercise Price
Number under
Performance Rights
1 Jul 2022
30 Sep 2023
Nil
7,395,057
1 Jul 2022
30 Sep 2024
Nil
11,044,674
1 Jul 2023
30 Sep 2024
Nil
18,806,644
1 Jul 2023
30 Sep 2025
Nil
15,953,581
1 Jul 2023
30 Jun 2024
Nil
2,551,648
1 Jul 2023
30 Jun 2025
Nil
11,253,467
1 Jul 2023
30 Jun 2026
Nil
9,538,731
Total
76,543,802
Performance rights holders do not have any rights to participate in any issues of shares or other
interests of the Company or any other entity.
There have been no performance rights granted over unissued shares or interests of any
controlled entity within the Group during or since the end of the reporting period.
For details of performance rights issued to directors and executives as remuneration, refer to the
remuneration report.
CORPORATE GOVERNANCE STATEMENT
Our Corporate Governance Statement is available on our website at: www.wisr.com.au/policies-
and-governance
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
42
REMUNERATION REPORT
Dear Shareholders,
On behalf of the Board, I am pleased to present Wisr’s Remuneration Report (“Report”) for the
financial year ended 30 June 2024 (“FY24”).
At the last Annual General Meeting on 27 November 2023, 53.38% of all votes cast by
shareholders were against the 2023 Remuneration Report, resulting in a first strike against the
report. As such, we have taken steps to review the effectiveness and transparency of the
remuneration framework. We outline the Board’s response to the strike in section 2(a) of this
report.
Wisr’s remuneration framework, as outlined in the accompanying Report, reflects our commitment
to deliver competitive remuneration to attract and retain talented individuals, while aligning the
interests of executives and directors with shareholders. In FY24 the company transitioned to a
new leadership team with Andrew Goodwin assuming the CEO role and Joanne Edwards the COO
role in August 2023, Matthew Brown assuming the Board Chair role in November 2023 and
Cathryn Lyall the People, Culture and Remuneration Committee (“PCRC”) Chair role in June 2023.
In the first three quarters of FY24 the Board and Executive team undertook an independent
external Culture Review across the entire organisation, reviewed and updated all company
policies, embedded a high functioning executive leadership structure, streamlined and simplified
remuneration structures, reinforced key funding partnerships and proactively and collectively
worked towards preparing the Company to resume loan book growth. Taking the time to ensure
the right foundations were in place to execute meant we returned to growth mode in Q4 FY24
with a strong leadership team and highly engaged workforce.
Performance-based remuneration forms a significant portion of Wisr’s remuneration strategy for
senior executives and KMP. The KPIs and behaviours required to qualify for a short-term incentive
(“STI”) and long term incentive (“LTI”) align with Wisr’s values and behaviours highlighted in our
Culture Review and embedded in our Wisr 2.0 culture strategy, as well as with the interests of our
shareholders.
The total value of these packages have been benchmarked to relevant peers on the ASX in terms
of fixed (cash) remuneration components and maximum remuneration. It is the intention of the
Board to refresh the benchmarking exercise in FY25 to ensure our remuneration strategy reflects
best practice and that Wisr has a robust and fit for purpose remuneration framework that serves
the organisation well.
Our goal is to appropriately balance competitive fixed pay levels to reward core performance,
embed a STI that underpins the achievement of our annual budget and strategic plan, and a LTI
that is focused on delivering share price growth and shareholder value.
In May 2023, after external consultation on current best practice, the Wisr Board restructured
non-executive director remuneration to fixed cash only.
Regarding STI, each year the Board assesses several factors including the quality of the results,
adherence to risk management policies, achievement against individual and company objectives,
people and culture matters, and the effectiveness of strategic initiatives implemented. In FY24,
KPIs for KMP included financial, growth, risk management, compliance, and people and culture
performance goals. As part of the overall review of the STI programme the Board and CEO
recently moved Wisr to an annual STI cadence from FY25, and included a range of additional
metrics with KPI and Board discretionary components representing 50% each.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
43
Remuneration report (cont.)
Regarding LTI, performance rights for KMP are subject to the satisfaction of escalating share price
performance hurdles at levels higher than the prevailing share price to further align interests with
shareholders, while managing dilution. The PCRC and the Board considered a range of additional
LTI metrics and concluded that for FY24 the current framework is the most suitable measure to
align KMP interests with shareholders, retain talent and ensure leadership stability. This will be
reviewed in FY25 with the Board and Executive team aligned on the desire to ensure best practice
is embedded across the remuneration structure.
As we look forward to FY25 the Company is well positioned to meet our growth goals while
retaining a high functioning and deeply engaged workforce. Wisr 2.0 has the right foundations
and team to deliver on our goals and I welcome your feedback and support of our Board and the
PCRC in its endeavours to attract, retain and motivate a top team of talented executives who are
highly incentivised to increase shareholder value.
...............................................................
CATHRYN LYALL
CHAIR, PEOPLE, CULTURE AND REMUNERATION COMMITTEE
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
44
REMUNERATION REPORT (AUDITED)
Wisr Limited’s 2024 remuneration report sets out remuneration information for the Company’s
directors and other key management personnel.
The report contains the following sections:
1. Key management personnel disclosed in this report
2. Remuneration governance
3. Service agreements
4. Details of remuneration
5. Equity instruments held by key management personnel
6. Movement in performance rights
7. Fair value of performance rights
8. Other transactions with key management personnel
1. KEY MANAGEMENT PERSONNEL DISCLOSED IN THIS REPORT
The key management personnel are those persons having authority and responsibility for
planning, directing and controlling the major activities of the Group, directly or indirectly, including
any director (whether executive or otherwise) of the Parent Entity.
During the year ended 30 June 2024 and up to the date of this report, the following were
classified as key management personnel:
Name
Position
Matthew Brown
Non-Executive Chair (from 27 November 2023)
Non-Executive Director (up to 26 November 2023)
John Nantes
Non-Executive Chair (retired on 27 November 2023)
Craig Swanger
Non-Executive Director
Cathryn Lyall
Non-Executive Director
Kate Whitney
Non-Executive Director
Andrew Goodwin
Chief Executive Officer (from 16 August 2023)
Chief Financial Officer (up to 15 August 2023)
Anthony Nantes
Chief Executive Officer (up to 15 August 2023)
Joanne Edwards
Chief Operating Officer (from 16 August 2023)
Matthew Lewis
Chief Financial Officer (from 4 March 2024)
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
45
Remuneration report (audited) (cont.)
2. REMUNERATION GOVERNANCE
The Board ensures that executive reward satisfies the following key criteria for good reward
governance practices:
•
competitiveness and reasonableness;
•
acceptability to shareholders;
•
performance linkage and alignment of executive compensation;
•
transparency; and
•
capital management.
a. Key issues raised regarding the 2023 Remuneration Report
Following the strike against our 2023 Remuneration Report, the Board engaged with major
stakeholders to understand key concerns with our remuneration framework and its application.
Set out below is a summary of the Board’s responses to the key issues raised in relation to the
2023 Remuneration Report.
Disclosure of STI
performance hurdles
•
Additional disclosure of individual performance hurdles, relative weightings and
the outcomes against those performance hurdles has been included in this year’s
report
Share price hurdle as a
single metric for LTI
•
Performance rights for KMP are subject to the satisfaction of escalating share
price performance hurdles at levels higher than the prevailing share price to align
interests with shareholders, while managing dilution
•
The PCRC and the Board considered a range of additional LTI metrics and
concluded that for FY24 the current framework is the most suitable measure to
align KMP interests with shareholders, retain talent and ensure leadership stability
•
This will be reviewed in FY25 with the Board and Executive team aligned on the
desire to ensure best practice is embedded across the remuneration structure
Quantum of new CEO’s
total remuneration
•
The Board’s goal is to appropriately balance competitive fixed pay levels to reward
core performance, embed a STI that underpins the achievement of our annual
budget and strategic plan, and a LTI that is focused on delivering share price
growth and shareholder value.
•
Mr A. Goodwin was appointed CEO in August 2023. The fixed component of his
remuneration package is 6% lower than the fixed remuneration paid to his
predecessor, and no performance rights were issued to Mr Goodwin in FY23
•
The Board considers the CEO’s remuneration commensurate with the skills,
industry knowledge, experience and tenure that Mr Goodwin brings to the role as
CEO
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
46
Remuneration report (audited) | 2. Remuneration governance (cont.)
b. Our remuneration framework
Wisr’s remuneration strategy is approved by the Board. The Remuneration and Nominations
Committee (“RNC”) was established on 26 June 2020. On 21 March 2024, after a review of the
Committee’s remit and role, it was renamed the People, Culture and Remuneration Committee
(“PCRC”). The role of the PCRC is set out in its charter, which is reviewed annually.
In accordance with best practice corporate governance, the structure of non-executive director
and executive remuneration is separate and distinct.
c. Remuneration Structures for non-executive directors
Non-executive director remuneration is designed to attract and retain directors of the highest
calibre, whilst incurring a cost which is acceptable to shareholders.
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-
executive directors shall be determined from time to time by a general meeting. The latest
determination was adopted by ordinary resolution passed at the Annual General Meeting held on
24 November 2021 when shareholders approved an increase of the maximum aggregate amount
of non-executive director remuneration to $1,000,000 per annum, excluding share-based
payments such as performance rights. The Wisr Board undertakes an annual Board skills and
composition review. Those chairing a committee of the Board receive a modest additional salary
to undertake those duties.
The aggregate remuneration of non-executive directors is reviewed annually. The remuneration
for non-executive directors is currently comprised of fixed cash, inclusive of statutory
superannuation contributions. As of May 2023, share-based payments such as performance
rights no longer form part of non-executive directors’ remuneration.
Retirement allowances for non-executive directors
There is no scheme to provide retirement benefits, other than statutory superannuation, to
non-executive directors.
d. Remuneration Structures for current executives
The remuneration aspects for current executives aims to reward executives with a level and mix
of remuneration commensurate with the position and responsibilities within the Company and so
as to:
•
align the interests of executives with Wisr shareholders; and
•
ensure total remuneration is competitive by market standards in order to attract and retain
talented individuals.
Executive total remuneration is made up of the following three components:
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
47
Remuneration report (audited) | 2. Remuneration governance (cont.)
Wisr Remuneration Framework 2024
Total Fixed Remuneration
(TFR)
Variable Cash
Remuneration (STI)
Variable Equity
Remuneration (LTI)
What is it?
TFR consists of base
compensation and
statutory superannuation
contributions
STI is a cash award linked
to individual and company
aligned targets with the
opportunity to earn
incentives based on a
percentage of fixed salary
LTI is based on an
allocation of performance
rights which are subject to
the satisfaction of
escalating share price
performance hurdles
How does it link to
strategy and
performance?
Provides a base level of
remuneration which is
both appropriate to the
position and is competitive
considering the size and
complexity of the role,
individual responsibilities
and skills in the context of
the external market
Rewards delivery of
strategic, operational and
financial objectives in line
with the annual business
plan
Enables differentiation of
reward on the basis of
individual performance
and ensures annual
remuneration is
competitive
The LTI is designed to link
executive reward with
ongoing creation of
shareholder value
Provides greater
alignment between
shareholder and executive
outcomes
In the event of serious misconduct or a material misstatement in the Company’s financial
statements, the PCRC and the Board can cancel or defer performance-based remuneration and
may also claw back performance-based remuneration paid in previous financial years.
In addition, Mr A Goodwin has entered into a voluntary escrow agreement in which he agreed to
retain all remuneration related equity issued after December 2019 for a period ending 12 months
after ceasing employment with the Company. This was not a condition of the LTI Plan, but was
voluntarily agreed to by Mr Goodwin.
Retirement allowances for executives
There is no scheme to provide retirement benefits, other than statutory superannuation, to
executives.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
48
Remuneration report (audited) | 2. Remuneration governance (cont.)
e. Company performance linked to remuneration
A key underlying principle of the Company’s executive remuneration framework is that executive
remuneration outcomes should be linked to performance. Understanding the Company’s
performance over the 2024 financial year and longer-term will provide shareholder and other
interested stakeholders with important context when reviewing our remuneration framework and
outcomes in more detail over the following pages of this report.
30 June 2024
$
30 June 2023
$
30 June 2022
$
30 June 2021
$
30 June 2020
$
Operating revenue
93.774M
91.857M
59.392M
27.231M
7.166M
Loss
(8.191M)
(13.154M)
(19.905M)
(17.639M)
(23.535M)
Dividend
nil
nil
nil
nil
nil
Cash balance
62.363M
53.576M
71.489M
92.410M
37.973M
Share price
$0.03
$0.03
$0.07
$0.26
$0.22
i.
Short-term incentive plan (“STI”)
The STI is intended to align the targets of the business with the performance hurdles of
executives within an annual performance cycle. STI payments are granted to executives based on
specific targets and key performance indicators (“KPI’s”) being achieved.
Plan objective
•
Reward delivery of strategic, operational and financial objectives in line with the
annual business plan
•
Objectives include financial, growth, risk management, compliance, and people
and culture goals
Availability
•
The STI is only available to executive members of the KMP
Reward construct
•
The STI opportunity for each participant is set annually as a percentage of their
base salary at both a “Target” and “Maximum” level
•
STI payments are made in cash
•
In FY24 assessment of delivery against STI performance criteria was made semi-
annually, with cash payments made following the period end
•
From FY25, delivery against STI performance criteria will be assessed semi-
annually with cash payments made annually following the year end
Performance criteria
•
Awards under the STIP are determined based on both Company wide
performance and individual performance against set targets with the proportion
being set annually by the PCRC and approved by the Board
Compliance
requirements
•
All awards under the STIP are subject to gateway hurdles in relation to compliance
breaches and appropriate conduct of business.
The following table provides a summary of KMP financial and non-financial objectives and
outcomes of the Company’s STI Plan for the 2024 financial year.
Financial objectives included capital management and funding issues, improvement in loan unit
economic and arrears management. Non-financial objectives included people, operational
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
49
Remuneration report (audited) | 2. Remuneration governance (cont.)
efficiency and the discretionary component of STI takes into account a combination of financial
and non-financial components.
Following the leadership change at the beginning of the 2024 financial year, an initiative called
Wisr 2.0 was undertaken. This included an independent cultural review, company values reset and
full policy review. The strength of this initiative was evidenced in a second half employee
engagement score increase from 68% to 79%. Also considered in the discretionary component of
the CEO STI was the fact that Mr A Goodwin was undertaking dual responsibilities of CEO and
CFO for the majority of the financial year.
Chief Executive Officer - FY24
Criteria
Weighting
KPI Result
Award as a % of maximum
Capital
25%
Target exceeded
75%
Financial Metrics
12.5%
Target exceeded
100%
Warehouse Funding
7.5%
Target met
50%
People
5%
Target exceeded
75%
Board Discretion
50%
Qualitative
83%
Chief Operating Officer - FY24
Criteria
Weighting
KPI Result
Award as a % of maximum
Credit Quality and Arrears
15%
Target exceeded
58%
Customer and People
13%
Target exceeded
66%
Financial Metrics
12%
Target exceeded
60%
Operational Metrics
10%
Target partially met
22%
Manager/Board Discretion
50%
Qualitative
70%
The setting of relevant financial and non-financial KPIs linked to STI will continue into FY25.
ii. Long-term incentive plan (“LTI”)
The LTI is intended to align the interests of senior executives with those of shareholders and
provide an incentive for building medium to longer term value for shareholders.
Plan objective
•
Link executive reward with ongoing creation of shareholder value
•
Provide alignment between shareholder and executive outcomes
Availability
•
The LTI is only available to executive members of the KMP
Reward construct
•
The LTI award for an executive in a given year is set as a percentage of their base
salary
•
The LTI is comprised 100% of share rights which are granted to the participating
executive at the start of the relevant financial year and are split into three (3) tranches
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
50
Remuneration report (audited) | 2. Remuneration governance (cont.)
Performance
criteria
•
Vesting of share rights under the LTIP is determined based on the achievement of
escalating share price performance hurdles for each performance period, and on
continued service
•
Tranche 1 will lapse if the share price hurdle is not achieved after 1 year (first
performance period), Tranche 2 will lapse if the share price hurdle is not achieved after
two years (second performance period) and Tranche 3 will lapse if the share price
hurdle is not achieved after 3 years (third performance period)
Compliance
requirements
•
All awards under the LTIP are subject to Board discretion in relation to adverse findings
or outcomes in relation to any inquiry, investigation, audit or allegation by ASIC, the
ACCC or any government agency or regulatory body
•
Clawback provisions apply
The PCRC and the Board considered a range of additional LTI metrics and concluded that for
FY24 the current framework is the most suitable measure to align KMP interests with
shareholders, retain talent and ensure leadership stability. This will be reviewed in FY25 with the
Board and Executive team aligned on the desire to ensure best practice is embedded across the
remuneration structure.
The following table provides a summary of KMP performance rights issued for the 2024 financial
year:
KMP
VWAP share price
target *
No. performance
rights that will vest
Latest
determination date
for vesting
Date performance
rights lapse if
conditions not met
A Goodwin
$0.038
6,379,121
30 Jun 2024
30 Jun 2024
$0.043
6,684,747
30 Jun 2025
30 Jun 2025
$0.047
6,813,379
30 Jun 2026
30 Jun 2026
$0.105
2,016,937
30 Jun 2024
30 Jun 2024
$0.117
1,894,820
30 Jun 2025
30 Jun 2025
J Edwards
$0.038
2,551,648
30 Jun 2024
30 Jun 2024
$0.043
2,673,899
30 Jun 2025
30 Jun 2025
$0.047
2,725,352
30 Jun 2026
30 Jun 2026
* These Performance Rights vest for nil consideration on satisfaction of the Vesting Conditions.
The Vesting Conditions for the Performance Rights are:
•
The holder being a director/employee of the Company as at the relevant vesting dates; and
•
The relevant volume weighted average price (VWAP) of the Company’s ordinary shares traded on ASX over
any 20-day period exceeds the prices specified in the table.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
51
Remuneration report (audited) (cont.)
3. SERVICE AGREEMENTS
The remuneration agreements of key management personnel as at 30 June 2024 are set out
below:
KMP
Position held as at 30
June 2024
Contract details (duration and
termination)
Agreed gross cash salary
per annum incl.
superannuation ($)
M Brown
Non-executive chair
No determined duration – subject to
retirement and re-election rules of the
Company’s constitution.
No notice required to terminate.
165,000
C Swanger
Non-executive director
No determined duration – subject to
retirement and re-election rules of the
Company’s constitution.
No notice required to terminate.
110,000
C Lyall
Non-executive director
No determined duration – subject to
retirement and re-election rules of the
Company’s constitution.
No notice required to terminate.
125,000
K Whitney
Non-executive director
No determined duration – subject to
retirement and re-election rules of the
Company’s constitution.
No notice required to terminate.
110,000
A Goodwin
Chief Executive Officer
No fixed term.
6 months’ notice to terminate.
617,399
J Edwards
Chief Operating Officer
No fixed term.
6 months’ notice to terminate.
377,399
M Lewis
Chief Financial Officer
No fixed term.
6 months’ notice to terminate.
377,399
Board Chair receives an additional $40,000 per annum for the additional responsibilities this role
entails (included in the above table).
Board Committee Chairs receive an additional $15,000 per annum for the additional
responsibilities these roles entail (included in the above table).
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
52
Remuneration report (audited) (cont.)
4. DETAILS OF REMUNERATION
The following table of benefits and payment details, in respect to the financial year, represents
the components of remuneration for each member of the key management personnel of the
Group:
SHORT TERM BENEFITS
POST
EMPLOYMENT
BENEFITS
LONG-
TERM
BENEFITS
SHARE BASED
PAYMENTS
Cash salary,
fees & short-
term
compensated
absences
($)
Short-term
incentive
schemes
($)
Superannuation
($)
Long
service
leave
($)
Performance
Rights
($)
Shares
($)
Total
($)
Performance
Related
(%)
Directors (2024)
M Brown^^
134,034
-
14,744
-
-
-
148,778
-
J Nantes^
68,750
-
-
-
-
-
68,750
-
C Swanger
99,099
-
10,901
-
-
-
110,000
-
C Lyall
112,613
-
12,387
-
-
-
125,000
-
K Whitney
99,099
-
10,901
-
-
-
110,000
-
Total:
513,595
-
48,933
-
-
-
562,528
Executives (2024)
A Goodwin*
581,833
468,960
27,399
19,807
325,101
-
1,423,100
55.80
A Nantes*
123,494
-
6,850
-
-
-
130,344
-
J Edwards
340,399
107,641
27,399
5,286
200,243
-
680,968
45.21
M Lewis
114,423
-
9,811
51
-
-
124,285
-
Total:
1,160,149
576,601
71,459
25,144
525,344
-
2,358,697
^ Amount paid to Mr J Nantes includes 10% GST
^^ Non-executive director (“NED”) remuneration was restructured in May 2023 with all NEDs moving to cash remunerations only. In
August 2023, Mr M Brown agreed to the cancellation of the performance rights referred to in the table above, for no consideration.
* Effective 16 August 2023, Mr A Goodwin was appointed Chief Executive Officer (“CEO”) and Mr A Nantes ceased to be CEO.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
53
Remuneration report (audited) | 4. Details of remuneration (cont.)
SHORT TERM BENEFITS
POST
EMPLOYMENT
BENEFITS
LONG-
TERM
BENEFITS
SHARE BASED
PAYMENTS
Cash salary,
fees & short-
term
compensated
absences
($)
Short-term
incentive
schemes
($)
Superannuation
($)
Long
service
leave
($)
Performance
Rights
($)
Shares
($)
Total
($)
Performance
Related
(%)
Directors (2023)
M Brown^^
113,122
-
11,878
-
27,896
-
152,896
18.25
J Nantes^
164,633
-
-
-
-
-
164,633
-
C Swanger
111,991
-
11,759
-
-
-
123,750
-
C Lyall
100,679
-
10,571
-
-
-
111,250
-
K Whitney
99,548
-
10,452
-
-
-
110,000
-
Total:
589,973
-
44,660
-
27,896
-
662,529
Executives (2023)
A Goodwin
483,333
101,000
25,292
21,280
-
-
630,905
16.01
A Nantes
616,667
117,000
25,292
18,535
-
-
777,494
15.05
Total:
1,100,000
218,000
50,584
39,815
-
-
1,408,399
^ Amount paid to Mr J Nantes includes 10% GST
^^ Non-executive director (“NED”) remuneration was restructured in May 2023 with all NEDs moving to cash remunerations only. In
August 2023, Mr M Brown agreed to the cancellation of the performance rights referred to in the table above, for no consideration.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
STI
LTI
2024
2023
2024
2023
2024
2023
Directors
M Brown
100%
81.75%
-
-
-
18.25%
J Nantes^
100%
100%
-
-
-
-
C Swanger
100%
100%
-
-
-
-
C Lyall
100%
100%
-
-
-
-
K Whitney
100%
100%
-
-
-
-
Executives
A Goodwin*
44.20%
83.99%
32.95%
16.01%
22.85%
-
A Nantes*
100%
84.95%
-
15.05%
-
-
J Edwards
54.79%
-
15.81%
-
29.41%
-
M Lewis~
100%
-
-
-
-
-
^ Mr J Nantes retired on 27 November 2023
* Effective 16 August 2023, Mr A Goodwin was appointed Chief Executive Officer (“CEO”) and Mr A Nantes ceased to be CEO.
~ Mr M Lewis was appointed Chief Financial Officer on 4 March 2024. Eligibility for STI and LTI will commence in FY25.
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
54
Remuneration report (audited) | 4. Details of remuneration (cont.)
The level of STI award in any given year is determined by the extent to which the Company
overall, and each executive individually meets their agreed objectives.
5. EQUITY INSTRUMENTS HELD BY KEY MANAGEMENT PERSONNEL
The table below shows the number of ordinary shares in the Company held by key management
personnel.
In FY24, the Board resolved to require that each Director hold a minimum of $10,000 of shares in
Wisr per year of service (based on the consideration paid to acquire those shares). This policy is
in effect from FY25. Existing directors will also purchase an additional $10,000 of Wisr shares in
relation to their past Board service, unless they have already acquired sufficient shares to meet
this requirement.
Balance at the
start of the year
Received on
exercise of options
or rights
Other additions during
the year
Disposals during
the year
Balance at end
of the year
Directors (2024)
M Brown
475,000
-
1,550,000
-
2,025,000
J Nantes
16,081,370
-
-
-
16,081,370
C Swanger
5,866,666
-
-
-
5,866,666
C Lyall
-
-
154,173
-
154,173
K Whitney
-
-
302,425
-
302,425
Total:
22,423,036
-
2,006,598
-
24,429,634
Executives (2024)
A Goodwin
31,072,237
6,379,121
-
-
37,451,358
A Nantes
60,768,736
-
-
(3,487,583)
57,281,153
J Edwards
-
-
-
-
-
M Lewis
-
-
560,000
-
560,000
Total:
91,840,973
6,379,121
560,000
(3,487,583)
95,292,511
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
55
Remuneration report (audited) | 5. Equity instruments held by Key Management Personnel (cont.)
Balance at the
start of the year
Received on
exercise of options
or rights
Other additions
during the year
Disposals during
the year
Balance at end
of the year
Directors (2023)
J Nantes
16,081,370
-
-
-
16,081,370
C Swanger
5,866,666
-
-
-
5,866,666
M Brown
475,000
-
-
-
475,000
C Lyall
-
-
-
-
-
K Whitney
-
-
-
-
-
Total:
22,423,036
-
-
-
22,423,036
Executives (2023)
A Goodwin
29,442,237
1,630,000
-
-
31,072,237
A Nantes
57,268,736
3,500,000
-
-
60,768,736
Total:
86,710,973
5,130,000
-
-
91,840,973
6. MOVEMENT IN PERFORMANCE RIGHTS
The table below provides the number of performance rights held by Key Management Personnel
at 30 June 2023 and 30 June 2024. Non-executive director (“NED”) remuneration was
restructured in May 2023 with all NEDs moving to cash remuneration only. In August 2023, Mr M
Brown agreed to the cancellation of the performance rights referred to in the table below, for no
consideration.
Name
Rights held as at
30 June 2023
Rights granted
during FY24
Rights exercised
during FY24 Rights lapsed or
cancelled during
FY24
Rights held as at
30 June 2024
Rights held as at
30 June 2024 –
vested not
exercised
Directors
J Nantes
-
-
-
-
-
-
C Swanger
-
-
-
-
-
-
M Brown
1,937,000
-
-
(1,937,000)
-
-
C Lyall
-
-
-
-
-
-
K Whitney
-
-
-
-
-
-
Total:
1,937,000
-
-
(1,937,000)
-
-
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
56
Remuneration report (audited) | 6. Movement in performance rights (cont.)
Name
Rights held as at
30 June 2023
Rights granted
during FY24
Rights exercised
during FY24 Rights lapsed or
cancelled during
FY24
Rights held as at
30 June 2024
Rights held as at
30 June 2024 –
vested not
exercised
Executives
A Goodwin*
-
23,789,004
(6,379,121)
(2,016,937)
15,392,946
6,684,747
A Nantes*
-
-
-
-
-
-
J Edwards ~
3,305,352
7,950,899
-
(762,302)
10,493,949
6,305,794
M Lewis
-
-
-
-
-
-
Total:
3,305,352
31,739,903
(6,379,121)
(2,779,239)
25,886,895
12,990,541
* Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of employment
of Mr A Nantes as Chief Executive Officer.
~As at 30 June 2024, J. Edwards held 2,543,050 performance rights under the non-KMP Staff LTI Plan set out in Note 29. These
performance rights were granted prior to her promotion to Chief Operating Officer and KMP. 382,556 of these performance rights
include a share price performance hurdle of 29.8c, and lapsed on 31 July 2024. The remaining 2,160,494 performance rights in the
non-KMP Staff LTI Plan are subject to tenure-based vesting conditions (1,080,247 have vested, with the remaining 1,080,247 due
to vest on 30 September 2024). Additionally, J. Edwards held 7,950,899 performance rights as at 30 June 2024 under the KMP
LTIP, the details of which are outlined in this remuneration report.
7. FAIR VALUE OF PERFORMANCE RIGHTS
PERFORMANCE RIGHTS GRANTED
VESTING CONDITIONS
Number
Effective
grant date
Fair Value per
right at
effective grant
date ($)
Latest vesting
determination
date
VWAP Share
Price
condition ($)
Expiry date
Executives (2024)
A Goodwin
6,379,121
1 July 2023
0.0272
30 Jun 2024
0.038
30 Jun 2033
A Goodwin
6,684,747
1 July 2023
0.0262
30 Jun 2025
0.043
30 Jun 2033
A Goodwin
6,813,379
1 July 2023
0.0263
30 Jun 2026
0.047
30 Jun 2033
A Goodwin
2,016,937
1 July 2023
0.0007
30 Jun 2024
0.105
30 Jun 2032
A Goodwin
1,894,820
1 July 2023
0.0035
30 Jun 2025
0.117
30 Jun 2032
J Edwards
2,551,648
1 July 2023
0.0272
30 Jun 2024
0.038
30 Jun 2033
J Edwards
2,673,899
1 July 2023
0.0262
30 Jun 2025
0.043
30 Jun 2033
J Edwards
2,725,352
1 July 2023
0.0263
30 Jun 2026
0.047
30 Jun 2033
These Performance Rights vest for nil consideration on satisfaction of the Vesting Conditions.
The Vesting Conditions for the Performance Rights are:
•
The holder being a director/employee of the Company as at the relevant vesting determination dates specified in the
table; and
•
The relevant volume weighted average price (“VWAP”) of the Company’s ordinary shares traded on ASX over any 20-
day period exceeds the prices specified in the table.
The total fair value of the above rights at grant date issued to key management personnel is
$746,165. The value of rights differs to the expense recognised as part of each key management
WISR LIMITED • ANNUAL REPORT 2024
DIRECTORS’ REPORT
For the year ended 30 June 2024
57
Remuneration report (audited) | 7. Fair value of performance rights (cont.)
person’s remuneration in the table shown in section 4 above because this value is the grant date
fair value calculated in accordance with AASB 2 Share Based Payment whereby the expense is
recognised throughout the vesting period.
8. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The Company seeks to attract and retain high-quality talent by remunerating its executives fairly
and reasonably. During Mr A Goodwin’s tenure, as part of his remuneration package, he received
LTIs linked to KPIs. The vesting of LTIs during employment tenure has given rise to Executive
personal tax liabilities. In order to enable tax liability management and manage shareholding
balances, the Company executed an executive loan agreement with Mr A Goodwin, with the
following key terms:
•
Loan balance of $220,000
•
Five-year term
•
Interest will be charged at the benchmark interest rate for the year for the purposes of the
Fringe Benefits Tax Assessment Act 1986 (Cth) plus 0.10%
This is recognised as a related party loan in the Consolidated Statement of Financial Position.
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of directors.
…............................................................
MATTHEW BROWN
DIRECTOR
Sydney
28 August 2024
WISR LIMITED • ANNUAL REPORT 2024
AUDITOR’S INDEPENDENCE DECLARATION
58
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT
59
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 30 June 2024
Note
2024
$
2023
$
Revenue
2
93,774,394
91,857,224
Other income
-
-
Expenses
Employee benefits expense
(15,955,218)
(20,261,961)
Marketing expense
(304,811)
(2,263,532)
Customer processing expense
(3,119,714)
(4,709,663)
Other expense
(7,153,535)
(6,739,029)
Finance expense
3
(53,841,584)
(46,152,209)
Depreciation and amortisation expense
3
(1,531,999)
(926,275)
Provision for expected credit loss expense
5
(18,157,115)
(22,323,943)
Share based payment expense
29
(1,901,851)
(1,634,672)
Loss before income tax
(8,191,433)
(13,154,060)
Income tax expense
17
-
-
Loss after income tax for the year
(8,191,433)
(13,154,060)
Loss for the year is attributable to:
Owners of Wisr Limited
(8,191,433)
(13,154,060)
Earnings per share for loss attributable to the owners of Wisr Limited
Cents
Cents
Basic earnings per share
26
(0.60)
(0.97)
Diluted earnings per share
26
(0.60)
(0.97)
Other comprehensive income – items that may be reclassified
subsequently to profit or loss
Changes in fair value of cash flow hedging instruments entered into
after reclassification adjustments
15
(13,737,794)
1,688,651
Other comprehensive (loss) / income for the year, net of tax
(13,737,794)
1,688,651
Total comprehensive (loss) for the year
(21,929,227)
(11,465,409)
Total comprehensive (loss) for the year is attributable to:
Owners of Wisr Limited
(21,929,227)
(11,465,409)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT
60
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Note
2024
$
2023
$
ASSETS
Cash and cash equivalents
4
62,363,091
53,576,843
Trade and other receivables
6
1,177,266
2,031,621
Loan receivables
5
750,699,338
909,217,193
Other assets
7
1,449,127
1,620,362
Property, plant and equipment
118,418
279,576
Right of use assets
11
129,799
345,915
Related party loan
23
300,000
220,000
Derivative financial instruments
13
13,873,831
27,780,456
Intangible assets
8
8,361,211
7,009,219
Total assets
838,472,081
1,002,081,185
LIABILITIES
Trade and other payables
9
1,422,398
1,320,088
Provision for employee benefits
10
1,236,725
1,249,336
Lease liability
11
145,136
441,204
Borrowings
12
787,680,302
931,055,661
Total liabilities
790,484,561
934,066,289
Net assets
47,987,520
68,014,896
EQUITY
Issued capital
14
145,216,449
144,702,718
Reserves
15
17,716,128
30,580,043
Accumulated losses
15
(114,945,057)
(107,267,865)
Total equity
47,987,520
68,014,896
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT
61
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2022
144,477,325
27,906,702
(94,538,394)
77,845,633
Loss after income tax expense for the year
-
-
(13,154,060)
(13,154,060)
Other comprehensive income for the year, net of
tax
-
1,688,651
-
1,688,651
Total comprehensive gain / (loss) for the year
-
1,688,651
(13,154,060)
(11,465,409)
Transactions with owners in their capacity as
owners:
Costs of raising capital
-
-
-
-
Share based payments (Note 15)
-
1,634,672
-
1,634,672
Transfer of share-based reserve to issued
capital on exercise of options
201,393
(201,393)
-
-
Issue of shares for services rendered
24,000
(24,000)
-
-
Transfer of share-based payment reserve
-
(424,589)
424,589
-
Balance at 30 June 2023
144,702,718
30,580,043
(107,267,865)
68,014,896
Balance at 1 July 2023
144,702,718
30,580,043
(107,267,865)
68,014,896
Loss after income tax expense for the year
-
-
(8,191,433)
(8,191,433)
Other comprehensive loss for the year, net of
tax
-
(13,737,794)
-
(13,737,794)
Total comprehensive loss for the year
-
(13,737,794)
(8,191,433)
(21,929,227)
Transactions with owners in their capacity as
owners:
Costs of raising capital
-
-
-
-
Share based payments (Note 15)
-
1,901,851
-
1,901,851
Transfer of share-based reserve to issued
capital on exercise of options
513,731
(513,731)
-
-
Transfer of share-based payment reserve
-
(514,241)
514,241
-
Balance at 30 June 2024
145,216,449
17,716,128
(114,945,057)
47,987,520
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT
62
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Note
2024
$
2023
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
92,498,788
88,930,737
Payments to suppliers and employees
(26,530,950)
(38,780,698)
65,967,838
50,150,039
Interest received on investments and cash
1,659,263
666,338
Management fees received
99,437
290,529
Interest and other finance costs paid
(49,790,543)
(44,855,735)
Net cash provided by operating activities
25
17,935,995
6,251,171
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
(33,239)
(50,431)
Payment for technology assets
(1,954,282)
(4,256,340)
Payment for related party loan
(80,000)
(220,000)
Net movement in customer loans
139,556,965
(164,145,958)
Net cash provided by / (used in) investing activities
137,489,444
(168,672,729)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from corporate debt facility borrowings
35,000,000
25,000,000
Repayment of corporate debt facility borrowings
(25,000,000)
(6,500,000)
Proceeds from Wisr Warehouse borrowings
294,413,229
512,535,000
Repayment of Wisr Warehouse borrowings
(446,983,222)
(383,205,582)
Transaction costs related to borrowings
(3,253,935)
(2,558,239)
Payments for right of use asset
(815,263)
(761,848)
Net cash (used in) / provided by financing activities
(146,639,191)
144,509,331
Net increase / (decrease) in cash and cash equivalents
8,786,248
(17,912,227)
Cash and cash equivalents at the beginning of the financial
year
53,576,843
71,489,070
Cash and cash equivalents at the end of the financial year
62,363,091
53,576,843
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT
63
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
The consolidated financial statements of Wisr Limited (the Group) for the year ended 30 June
2024 were authorised for issue in accordance with a resolution of the directors on 28 August
2024. The directors have the power to amend and reissue the financial report.
The consolidated financial statements and notes represent those of Wisr Limited and its
controlled entities (referred to hereafter as the Group or consolidated entity).
Wisr Limited is a company limited by shares incorporated and domiciled in Australia whose shares
are publicly traded on the Australian Stock Exchange (ASX).
NOTE 1. MATERIAL ACCOUNTING POLICY INFORMATION
1.1
Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with
the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian
Accounting Standards Board and in compliance with International Financial Reporting Standards
as issued by the International Accounting Standards Board. The Group is a for-profit entity for
financial reporting purposes under Australian Accounting Standards. Material accounting policies
adopted in the preparation of these financial statements are presented below and have been
consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis
and are based on historical costs, modified, where applicable, by the measurement at fair value of
selected non-current assets, financial assets and financial liabilities.
The statement of financial position is presented on a liquidity basis. Assets and liabilities are
presented in decreasing order of liquidity and do not distinguish between current and non-
current. All balances are expected to be recovered or are due to be settled within 12 months
except for intangible assets, property, plant and equipment and financial instruments, for which
expected term is disclosed.
Where required by Accounting Standards and/or for improved presentation purposes,
comparative figures have been adjusted to conform with changes in presentation for the current
year.
a.
Going concern
These financial statements have been prepared under a going concern basis.
The Directors believe that the Group will have sufficient resources to pay its debts and meet its
commitments for at least the next 12 months from the date of this financial report due to the
Group having:
•
strong cash reserves; and
•
wholesale funding arrangements for future loan originations;
both of which support its operational commitments.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
64
Note 1. Summary of significant accounting policies (cont.)
b.
New and revised accounting standards and interpretations
The Group has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory
for the current reporting period. There was no material impact on the financial statements from
the adoption of these new accounting standards and Interpretations.
Any new, revised or amending Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted.
c.
Rounding of amounts
The Group is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have
been rounded off in accordance with that Corporations Instrument to the nearest dollar.
1.2
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of the Company and
all subsidiaries as at 30 June 2024, and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Company has the power to govern the financial
and operating policies, generally accompanying a shareholding of 100% of the voting rights. The
existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Company controls another entity.
Subsidiaries and trusts are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Investments in subsidiaries are accounted for at cost in the individual financial statements of the
Company, less any impairment charges.
1.3
Foreign currency transactions and balances
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the functional
currency). The consolidated financial statements are presented in Australian dollars ($), which is
Wisr Limited’s functional and presentation currency.
Foreign currency transactions (if applicable) are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at year end exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognised through
profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying net
investment hedges.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
65
Note 1. Summary of significant accounting policies (cont.)
1.4
Impairment of assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable, and as a minimum, annually. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from
other assets or groups of assets (cash-generating units). Non-financial assets, other than
goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at the
end of each reporting period.
1.5
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 amortised 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 Group 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,
it's carrying value is written off.
a.
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.
b.
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
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
66
Note 1. Summary of significant accounting policies | 1.5 Investments and other financial assets (cont.)
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.
1.6
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. The net amount of GST recoverable from, or payable to, the taxation authority is
included with other receivables or payables in the statement of financial position.
1.7
Critical accounting estimates and judgements
The Directors evaluate estimates and judgments incorporated into the financial statements 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.
Allowance for expected credit losses
The allowance for ECL assessment requires a degree of estimation and judgement. It is based on
12-month and lifetime ECL, grouped based on risk score determined at date of origination and
days overdue, and makes assumptions to allocate an overall ECL for each group. These
assumptions include the Group loan book performance history, existing economic and market
conditions. Refer to note 5 for further information.
Capitalised development costs
The Group capitalises development costs for multiple projects in accordance with its accounting
policy. Initial capitalisation of costs are based on management's judgement where it is probable
that sufficient future economic benefits will be derived from the technology assets.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is
determined by taking into account the terms and conditions upon which the instruments were
granted. Refer to note 29 for further information.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
67
Note 1. Summary of significant accounting policies (cont.)
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives
could change significantly as a result of technical innovations or some other event. The
depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that an
option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the
lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered
at the lease commencement date. Factors considered may include the importance of the asset to
the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence
of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise
an extension option, or not exercise a termination option, if there is a significant event or
significant change in circumstances.
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of
leased premises. The provision includes future cost estimates associated with closure of the
premises. The calculation of this provision requires assumptions such as application of closure
dates and cost estimates. The provision recognised for each site is periodically reviewed and
updated based on the facts and circumstances available at the time. Changes to the estimated
future costs for sites are recognised in the statement of financial position by adjusting the asset
and the provision. Reductions in the provision that exceed the carrying amount of the asset will be
recognised in profit or loss.
Incremental borrowing rate
An incremental borrowing rate of 6% (2023: 6%) is used as an estimate of the market borrowing
rate.
1.8
Fair value measurements
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.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
68
Note 1. Summary of significant accounting policies (cont.)
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).
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 instruments, 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.
The Group measures and recognises the following assets and liabilities at fair value on a recurring
basis after initial recognition:
•
Financial assets at fair value through profit & loss (investment); and
•
Derivative financial instruments at fair value asset or (liability). Hedging ineffectiveness being
recognised through profit & loss.
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 can be categorised
into as follows:
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
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.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
69
Note 1. Summary of significant accounting policies | 1.8 Fair value measurements (cont.)
b.
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
valuation 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. 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.
Interest rate swap contracts are valued using a discounted cash flow approach. Future cash flows
are estimated based on observable forward interest rates and discounted based on applicable
yield curves at the reporting date, taking into consideration the credit risk of the Group and
various counterparties. These are deemed to be level 2 inputs as related to both quoted prices
and observable inputs to the asset or liability.
1.9
Hedge accounting
The Group designates interest rate swaps as hedging instruments as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking hedge transactions. Furthermore, at the inception of the hedge and on
an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in cash flows of the hedged item attributable to the hedged risk, which is when the
hedging relationships meet all of the following hedge effectiveness requirements:
•
there is an economic relationship between the hedged item and the hedging instrument;
•
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
•
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of
the hedged item that the Group actually hedges and the quantity of the hedging instrument
that the Group actually uses to hedge that quantity of hedged item.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
70
Note 1. Summary of significant accounting policies | 1.9 Hedge accounting (cont.)
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the
hedge) so that it meets the qualifying criteria again.
a.
Cash flow hedges
The effective portion of changes in the fair value of derivatives and other qualifying hedging
instruments that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve, limited
to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or
loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in
the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and accumulated in equity are
reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same
line as the recognised hedged item.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof)
ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances
when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is
accounted for prospectively. Any gain or loss recognised in other comprehensive income and
accumulated in cash flow hedge reserve at that time remains in equity and is reclassified to profit
or loss when the forecast transaction occurs.
Movements in the hedging reserve in equity are detailed in note 15.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
71
NOTE 2. REVENUE
CONSOLIDATED
2024
$
2023
$
Interest income on financial assets
Effective interest income on financial assets
90,013,305
90,508,276
Other revenue from financial assets
1,992,114
335,495
Interest on cash
1,659,263
666,338
Total income from financial assets
93,664,682
91,510,109
Revenue from contracts with customers
Management fees
109,712
347,115
Total revenue from contracts with customers
109,712
347,115
Total revenue
93,774,394
91,857,224
DISAGGREGATION OF REVENUE
The above provides a breakdown of revenue by major revenue stream. The categories above
depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by
economic data. As disclosed in Note 27, the Group has one operating segment.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
entity and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognised:
2.1
Interest income on financial assets
a.
Interest income
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income
over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
b.
Loan establishment fees
Loan establishment fees are deferred and recognised as an adjustment to the effective interest
rate as these fees are an integral part of generating an involvement with the resulting financial
instrument.
2.2
Revenue from contracts with customers
Management fees
Management fees are earned through the contracts with funders (customers) which entitle the
consolidated entity to fees as a result of satisfying the performance obligation, being the monthly
management of the associated loan portfolio. Revenue is recognised on an over-time basis. The
allocation of the transaction price is calculated as a percentage of the loan balance managed by
the consolidated entity on a monthly basis, being the satisfaction of the performance obligation.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
72
Note 2. Revenue (cont.)
Revenue is recognised at an amount that reflects the consideration to which the consolidated
entity is expected to be entitled in exchange for transferring services to a customer.
The consolidated entity invoices on a monthly basis which aligns to the recognition criteria noted
above and as a result, there is no recognition of contract assets or liabilities required.
NOTE 3. EXPENSES
CONSOLIDATED
2024
$
2023
$
Profit/(loss) before income tax from continuing operations includes the following
specific expenses:
Depreciation
Leasehold improvements
59,692
116,283
Plant and equipment
134,705
134,305
Right-of-use assets
661,481
553,839
Total depreciation
855,878
804,427
Amortisation
Technology assets
676,121
121,848
Total amortisation
676,121
121,848
Total depreciation and amortisation
1,531,999
926,275
Finance expense
Interest and finance charges paid/payable on borrowings
53,683,631
47,345,607
Interest and finance charges paid/payable on lease liabilities
(10,878)
41,691
Cash flow hedge ineffectiveness
168,831
(1,235,089)
Finance costs expensed
53,841,584
46,152,209
Superannuation expense
Superannuation expense
1,243,651
1,519,132
Share-based payments expense
Share-based payments expense
1,901,851
1,634,672
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
73
NOTE 4. CASH AND CASH EQUIVALENTS
CONSOLIDATED
2024
$
2023
$
Cash at bank
28,356,940
21,704,134
Restricted cash
34,006,151
31,872,709
Total
62,363,091
53,576,843
Reconciliation to cash and cash equivalents at the end of the financial year
$
$
The above figures are reconciled to cash and cash equivalents at the end of the
financial year as shown in the statement of cash flows as follows:
Balance as above
62,363,091
53,576,843
Balance as per statement of cash flows
62,363,091
53,576,843
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, bank overdrafts,
and restricted cash.
Restricted cash is held by the Wisr Warehouses and securitisation trusts and is utilised for loan
funding and not available to pay creditors of other entities within the Group.
NOTE 5. LOAN RECEIVABLES
A financial asset shall be measured at amortised cost if it is held within a business model whose
objective is to hold assets in order to collect contractual cash flows which arise on specified dates
and that are solely principal and interest. A debt investment shall be measured at fair value
through other comprehensive income if it is held within a business model whose objective is to
both hold assets in order to collect contractual cash flows which arise on specified dates that are
solely principal and interest as well as selling the asset on the basis of its fair value. All other
financial assets are classified and measured at fair value through profit or loss unless the entity
makes an irrevocable election on initial recognition to present gains and losses on equity
instruments (that are not held-for-trading or contingent consideration recognised in a business
combination) in other comprehensive income (“OCI”). Despite these requirements, a financial
asset may be irrevocably designated as measured at fair value through profit or loss to reduce the
effect of, or eliminate, an accounting mismatch.
5.1
Impairment of financial assets
The Group recognises a loss allowance for ECL 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 Group’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.
The Group has adopted a three-stage model for ECL provisioning:
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
74
Note 5. Loan receivables (cont.)
Stage 1: 12 months ECL
Where there has not been a significant increase in exposure to credit risk since initial recognition
or have a low credit risk at the reporting date, a 12-month ECL allowance is estimated. This
represents a portion of the loan receivable lifetime ECL that is attributable to a default event that
is possible within the next 12 months. Effective interest is calculated on the gross carrying amount
of the loan receivable.
Stage 2: Lifetime ECL – not credit impaired
Where a loan receivable credit risk has increased significantly since initial recognition, but is not
credit impaired, the loss allowance is based on the loan receivable lifetime ECL. For these loan
receivables, the Group recognises as a collective provision a lifetime ECL (i.e. reflecting the
remaining term of the loans receivable). Effective interest is calculated on the gross carrying
amount of the financial instrument.
Stage 3: Lifetime ECL – credit impaired
Where there is objective evidence that the loan receivable has become credit impaired, the loss
allowance is based on the loan receivable lifetime ECL. Effective interest is calculated on the net
carrying amount of the financial instrument.
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.
5.2
Allowance for expected credit losses
For FY24, 13 months of loans booked with at least 12-month performance outcome window has
been used within the ECL model to track how loans transition over a 12-month period to
determine an observed Probability of Default (“PD”) and Loss Given Default (“LGD”) actuals by
segment to calculate provisioning factors and use these to work out the ECL Profit and Loss
charge. The ECL analysis was performed on six distinct loan receivable books:
• Book 1 – Wisr Warehouse Trust No. 1 - 97% Stage 1
• Book 2 – Wisr Warehouse Trust No. 2 - 97% Stage 1
• Book 3 – Wisr Freedom Trust 2022-1 - 96% Stage 1
• Book 4 – Wisr Independence Trust 2023-1 – 97% Stage 1
• Book 5 – Wisr Freedom Trust 2023-1 - 96% Stage 1
• Book 6 – Wisr Finance - 17% Stage 1. This book consists of seasoned, mostly legacy loan
receivables which didn’t qualify for sale to funding partners.
Credit loss refers to the instance whereby a counterparty defaults on its contractual obligations
resulting in financial loss to the Group. Default is defined as loan receivables which are at least 90
days past due. A significant increase in credit risk is defined as loan receivables which are at least
30 days past due.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
75
Note 5. Loan receivables | 5.2 Allowance for expected credit losses (cont.)
The Group calculates ECL using three main components, the exposure at default (“EAD”), the PD,
and the LGD.
The EAD represents the total value the Group is exposed to when the loan receivable defaults.
The 12-month ECL is calculated by multiplying the 12-month EAD, PD and LGD. Lifetime ECL is
calculated using the lifetime PD instead.
The 12-month and lifetime PDs represent the probability of default occurring over the next 12
months and the remaining maturity of the loan receivable respectively. The LGD represents the
unrecovered portion of the EAD taking into account any applicable recovery of the loan
receivable.
The Group originates loan receivables of 3, 5, and 7 year maturities to Australian consumers.
These loans are retained to maturity within the Wisr Warehouse Trust No. 1, Wisr Warehouse Trust
No. 2, Wisr Freedom Trust 2022-1, Wisr Independence Trust 2023-1, Wisr Freedom Trust 2023-1
and Wisr Finance Pty Ltd.
The allowance for ECL assessment requires a degree of estimation and judgement. It is based on
12-month and lifetime ECL, grouped based on risk score determined at date of origination and
days overdue, and makes assumptions to allocate an overall ECL for each group. These
assumptions include the Group loan book performance history, existing economic and market
conditions.
Scenario analysis and forward-looking macroeconomic assessments were incorporated through
the model based on the backtesting completed which showed conservative provisions are held.
This is based on the following assumptions:
•
At the completion of FY23, backtesting was completed on the ECL model to test the
accuracy and robustness of the model inputs given that the portfolios, for the first time, had
sufficient performance history in order to do so. The backtesting shows us that the model is
heavily over provisioned for Stage 1 balances, on average by 59.9% higher (after recoveries).
We can also see that the model, pre-recoveries, is also overprovisioned by 21.9% on average;
•
For life provisions (stage 2 and 3), the PD’s are already adjusted based on an assumption that
any balances not current after 12 months will go to loss over the life, and we know that this is
a conservative prediction. The backtesting shows that for both stage 2 & 3, the model was
accurate in predicting the amount of provision needed to cover the expected losses over the
life, even considering the conservative approach taken;
•
During the recalibration of the ECL models in June 2023 for FY24 and given the uncertain
economic situation, a forward-looking estimate of 15% was added to PD of stage 1 loans to
cover a possible increase to unemployment in Australia. This corresponds to an increase of
~30bps of PD, which translates to a 75bps increase to unemployment;
•
Rather than adjusting the model inputs to release provisions for FY24, we have maintained
the same inputs, so that the provision levels are conservative to account for any
macroeconomic risk throughout FY24;
•
Given the backtesting results show that the model has various degrees of conservatism built
into the assumptions, an additional economic overlay has not been included;
•
Investment in arrears management processes (e.g. Collections), systems, and people, has
been a key priority for FY24 and is expected to improve arrears and ECL performance
overtime.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
76
Note 5. Loan receivables | 5.2 Allowance for expected credit losses (cont.)
CONSOLIDATED
2024
$
2023
$
Gross loan receivables
775,148,342
935,956,643
Less provision for expected credit loss
(24,449,004)
(26,739,450)
750,699,338
909,217,193
The following tables summarise gross carrying amount of loan receivables and provision for
expected credit loss by stages:
CONSOLIDATED
2024
$
2023
$
Gross loan receivables
12-month (Stage 1)
748,057,671
907,210,471
Lifetime (Stage 2 & 3)
27,090,671
28,746,172
Total gross carrying amount
775,148,342
935,956,643
Less provision for expected credit loss
12 month expected credit loss
9,717,520
11,883,613
Lifetime expected credit loss
14,731,484
14,855,837
Total provision for expected credit loss
24,449,004
26,739,450
Net balance sheet carrying value
750,699,338
909,217,193
Expected credit loss per gross loan receivables
%
%
12-month (Stage 1)
1.30
1.31
Lifetime (Stage 2 & 3)
54.38
51.68
Total expected credit loss per total gross loan receivables
3.15
2.86
Reconciliation of total provision for expected credit loss
$
$
Balance at 1 July
26,739,450
18,940,208
Expected credit loss expense recognised during the year to profit or loss
18,157,115
22,323,943
Receivables written-off during the year
(24,553,882)
(17,589,149)
Recoveries during the year
4,106,321
3,064,448
Balance at 30 June
24,449,004
26,739,450
Net loan receivables
$
$
Expected to be recovered within 12 months
167,051,057
173,932,602
Expected to be recovered after 12 months
583,648,281
735,284,591
Balance at 30 June
750,699,338
909,217,193
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
77
NOTE 6. TRADE AND OTHER RECEIVABLES
CONSOLIDATED
2024
$
2023
$
Expected to be recovered within 12 months
Accrued management fee income
909,793
1,121,762
Trade receivables
267,473
909,859
Total
1,177,266
2,031,621
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
for trade and other receivables, 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.
NOTE 7. OTHER ASSETS
CONSOLIDATED
2024
$
2023
$
Expected to be recovered within 12 months
Prepayments
785,546
997,912
Deposits
101,952
60,821
Not expected to be recovered within 12 months
Term deposit
561,629
561,629
Total
1,449,127
1,620,362
NOTE 8. INTANGIBLE ASSETS
CONSOLIDATED
2024
$
2023
$
Technology assets in use:
Cost
5,675,023
609,239
Accumulated amortisation
(1,206,705)
(530,584)
Net carrying amount
4,468,318
78,655
Technology assets under development:
Cost
3,892,893
6,930,564
Accumulated amortisation
-
-
Net carrying amount
3,892,893
6,930,564
Total intangible assets
8,361,211
7,009,219
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
78
Note 8. Intangible assets (cont.)
CONSOLIDATED
2024
$
2023
$
Reconciliation of technology assets under development:
Balance at 1 July
6,930,564
2,536,232
Additions
2,028,113
4,394,332
Completed
(5,065,784)
-
Disposals
-
-
Amortisation expense
-
-
Balance at 30 June
3,892,893
6,930,564
Reconciliation of technology assets in use:
Balance at 1 July
78,655
200,503
Additions
5,065,784
-
Disposals
-
-
Amortisation expense
(676,121)
(121,848)
Balance at 30 June
4,468,318
78,655
Technology assets are recognised at cost of acquisition. They have a finite life and are carried at
cost less any accumulated amortisation and any impairment losses. Technology assets are
amortised over their useful lives ranging from 2 to 5 years on a straight-line basis.
Development costs are charged to the statement of profit of loss and other comprehensive
income as incurred, or deferred where it is probable that sufficient future benefits will be derived
so as to recover those deferred costs.
The Group’s intangible assets have been assessed for impairment indicators with no indications of
impairment noted (2023: no impairment).
During the reporting period, an additional amount of $2,028,113 (2023: $4,394,332) was
capitalised (via a combination of cash and non-cash items related to the development of products
and internal systems) given the expectation of future benefit to be derived. The capitalised cost
relates to financial wellness technology products and the development of internal systems.
NOTE 9. TRADE AND OTHER PAYABLES
CONSOLIDATED
2024
$
2023
$
Expected to be settled within 12 months
Trade payables
453,581
298,167
Other payables
188,492
768,566
Accrued expenses
780,325
253,355
Total
1,422,398
1,320,088
These amounts represent liabilities for goods and services provided to the Group prior to the end
of financial year which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition. The fair value of the trade and other payables is considered to approximate
their carrying value.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
79
NOTE 10. EMPLOYEE BENEFITS
CONSOLIDATED
2024
$
2023
$
Expected to be settled within 12 months
Provision for annual leave
897,292
982,317
Provision for long service leave
116,043
-
Not expected to be settled within 12 months
Provision for long service leave
223,390
267,019
Total employee benefits
1,236,725
1,249,336
Provision is made for the Group’s obligation for employee benefits arising from services rendered
by employees to the end of the reporting period. Short term employee benefits are benefits (other
than termination benefits and equity compensation benefits) that are expected to be settled
wholly within 12 months after the end of the annual reporting period in which the employees
render the related service, including wages, salaries and personal leave. Short term employee
benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is
settled, plus any related costs. Long-term employee benefits are subjected to discounting and
actuarial valuations.
NOTE 11. LEASES
The Group has a property lease which commenced in December 2020, which was subsequently
extended to 31 August 2024. With the lease term approaching its end, management are assessing
options but a final decision is yet to be made. The Group will continue under a monthly tenancy
while a new tenancy is being finalised.
Amounts recognised in the statement of financial position:
2024
$
2023
$
Right of use assets
Leased property
2,652,342
2,133,146
Accumulated depreciation
(2,522,543)
(1,787,231)
Net right of use asset
129,799
345,915
Lease liabilities
Lease liabilities – expected to be settled within 12 months
145,136
441,204
Lease liabilities – not expected to be settled within 12 months
-
-
145,136
441,204
Amounts recognised in the statement of profit or loss
2024
$
2023
$
Depreciation charge related to right of use assets
661,481
553,839
Interest expense on lease liabilities
(10,878)
41,691
Government levies
72,119
65,624
722,722
661,154
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
80
Note 11. Leases (cont.)
11.1 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 remeasurement 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.
11.2 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.
NOTE 12. BORROWINGS
CONSOLIDATED
2024
$
2023
$
Debt facility
35,000,000
25,000,000
Wisr Warehouse funding
757,974,031
910,872,893
Less transaction costs
(5,293,729)
(4,817,232)
Total borrowings
787,680,302
931,055,661
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
81
Note 12. Borrowings (cont.)
12.1 Debt facility
As at 30 June 2024, the Group has drawn $35m of its $50m corporate debt facility. Part of these
proceeds were utilised to repay the Group’s existing $25m corporate debt facility. The current
facility matures in June 2027.
12.2 Wisr Warehouse funding
Wisr Warehouse funding are the facilities of Wisr Warehouse Trust No. 1, Wisr Warehouse Trust
No. 2, Wisr Freedom Trust 2022-1, Wisr Independence Trust 2023-1, and Wisr Freedom Trust
2023-1. These facilities fund loan receivables for 3, 5 and 7 year maturities.
At 30 June 2024:
•
Wisr Warehouse Trust No. 1 has utilised $274.0m of its $400m facility (30 June 2023:
$375.2m was utilised) with maturity in October 2024. It is subject to a customary 12-month
renewal period.
•
Wisr Warehouse Trust No. 2 has utilised $156.0m of its $250m facility (30 June 2023:
$174.8m was utilised) with maturity in September 20245. It is subject to a customary 12-
month renewal period.
•
Wisr Freedom Trust 2022-1 Trust securitisation had a balance of $86.8m (amortising loan
book) (30 June 2023: $147.7m)
•
Wisr Independence Trust 2023-1 Trust securitisation had a balance of $107.4m (amortising
loan book) (30 June 2023: $164.9m)
•
Wisr Freedom Trust 2023-1 Trust securitisation had a balance of $143.8m (amortising loan
book).
The debt facility and Wisr Warehouse borrowings are initially recognised at the fair value of the
consideration received, net of transaction costs. It is subsequently measured at amortised cost
using the effective interest method.
NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS
CONSOLIDATED
Derivative financial instruments
2024
$
2023
$
Interest rate swaps – cash flow hedges (at fair value)
13,873,831
27,780,456
Interest rate swaps – cash flow hedges (undiscounted cash flows by time bucket)
$
$
Expected to be recovered within 12 months
9,866,828
17,045,211
Expected to be recovered after 12 months
4,969,116
12,713,529
Total
14,835,944
29,758,740
5 In August 2024, the Wisr Warehouse Trust No.2 was renewed for its customary 12-month period to August 2025.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
82
Note 13. Derivative financial instruments (cont.)
The Group enters into derivative financial instruments (interest rate swaps) to manage its
exposure to interest rate risk.
Derivatives are recognised initially at fair value at the date a derivative contract is entered into
and are subsequently remeasured to their fair value at each reporting date. The resulting gain or
loss is recognised in profit or loss immediately unless the derivative is designated and effective as
a hedging instrument, in which event the timing of the recognition in profit or loss depends on the
nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a
negative fair value is recognised as a financial liability. Derivatives are not offset in the financial
statements unless the Group has both legal right and intention to offset. Other derivatives are
presented as current assets or current liabilities.
Interest swap contracts are categorised as Level 2 financial instruments as they are valued using
observable forward interest rates.
NOTE 14. ISSUED CAPITAL
14.1 Issued and paid up capital
CONSOLIDATED
2024
$
2023
$
Ordinary shares fully paid
150,764,896
150,251,165
Costs of raising capital
(5,548,447)
(5,548,447)
145,216,449
144,702,718
Ordinary shares participate in dividends and the proceeds on winding up the Company. At
shareholder meetings, each ordinary share is entitled to one vote when a poll is called. Otherwise,
each shareholder has one vote on show of hands.
Ordinary shares are classified as equity and recognised at the fair value of the consideration
received by the Group. No subsequent fair valuation is performed. Incremental costs directly
attributable to the issue of new shares or options are deducted from the value of issued capital.
14.2 Reconciliation of issued and paid-up capital
2024
2023
Number of
shares
$
Number of
shares
$
Opening balance as at 1 July
1,361,924,759
144,702,718
1,356,204,729
144,477,325
Issue of shares to KMP on vesting of
performance rights
6,379,121
173,193
5,130,000
201,393
Issue of shares to staff on vesting of long-
term incentives
4,671,291
340,538
-
-
Issue of shares for service
-
-
590,030
24,000
Closing Balance as at 30 June
1,372,975,171
145,216,449
1,361,924,759
144,702,718
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
83
Note 14. Issued capital (cont.)
14.3 Performance rights
As at 30 June 2024, there were a total of 87,907,773 (2023: 40,016,097) performance rights
outstanding. Refer to Note 29.
Under the Company’s Performance Rights Plan, these performance rights were issued at no cost
to the recipients and represent a right to one ordinary share in the Company in the future for no
consideration, subject to satisfying the performance conditions and compliance with the rules of
the Plan.
14.4 Capital management
Management controls the capital of the Group in order to maintain a sustainable debt to equity
ratio, generate long term shareholder value 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.
The Group has a debt facility in place (refer to Note 12.1) which includes covenants specific to
capital and leverage thresholds, none of which are in breach.
The Group’s objectives when managing capital are to maximize shareholder value and to maintain
an optimal capital structure. In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders. Management gives particular regard to
conservation of liquidity in its recommendations as to the declaration of dividends. There were no
dividends declared in in the year.
NOTE 15. EQUITY – RESERVES AND ACCUMULATED LOSSES
15.1 Employee equity benefits reserve
The employee equity benefits reserve records items recognised as expenses on valuation of
employee performance rights and accrual of employee short-term and long-term incentives.
15.2 Other share based payments reserve
The other share based payments reserve records funding expenses accrued and are expected to
be paid in the form of shares.
15.3 Cash flow hedge reserve
The reserve is used to recognise the effective portion of the gain or loss of cash flow hedge
instruments that is determined to be an effective hedge.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
84
Note 15. Equity – Reserves and accumulated losses (cont.)
Employee equity
benefits
reserve
$
Other share based
payments
reserve
$
Cash flow
hedge
reserve
$
Total
$
Movement in reserves:
At 1 July 2022
2,670,992
342,184
24,893,526
27,906,702
Share based payments expense
1,634,080
592
-
1,634,672
Transfer from reserve to retained earnings
(424,589)
-
-
(424,589)
Transfer from reserve on exercise of
options
(201,393)
-
-
(201,393)
Issue of shares for services rendered
-
(24,000)
-
(24,000)
Gain arising on changes in fair value of
hedging instruments entered into for cash
flow hedges
-
-
13,974,585
13,974,585
Cumulative loss arising on changes in fair
value of hedging instruments reclassified to
profit or loss
-
-
(12,285,934)
(12,285,934)
At 30 June 2023
3,679,090
318,776
26,582,177
30,580,043
At 1 July 2023
3,679,090
318,776
26,582,177
30,580,043
Share based payments expense
1,901,851
-
-
1,901,851
Transfer from reserve to retained earnings
(514,241)
-
-
(514,241)
Transfer from reserve on exercise of
options
(513,731)
-
-
(513,731)
Gain arising on changes in fair value of
hedging instruments entered into for cash
flow hedges
-
-
9,456,038
9,456,038
Cumulative (gain) arising on changes in fair
value of hedging instruments reclassified to
profit or loss:
- hedged item has affected profit or loss
-
-
(23,193,832)
(23,193,832)
At 30 June 2024
4,552,969
318,776
12,844,383
17,716,128
CONSOLIDATED
2024
$
2023
$
Accumulated losses:
Opening balance
(107,267,865)
(94,538,394)
Loss after income tax expense for the year
(8,191,433)
(13,154,060)
Transfer from reserve to retained earnings
514,241
424,589
Total
(114,945,057)
(107,267,865)
NOTE 16. CAPITAL AND LEASE COMMITMENTS
16.1 Capital commitments
There are no capital commitments at 30 June 2024 (2023: nil).
16.2 Lease commitments
There are no non-cancellable leases contracted for but not recognised in the financial statements
(2023: nil).
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
85
NOTE 17. INCOME TAX
CONSOLIDATED
2024
$
2023
$
Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
(8,191,433)
(13,154,060)
Tax benefit at the tax rate of 30% (2023: 30%)
(2,457,430)
(3,946,218)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
•
Temporary differences not recognised
(1,220,753)
2,159,282
•
Non-recognition of current year tax losses
3,678,183
1,786,936
Income tax expense
-
-
As at 30 June 2024, the entity has unrecognised carried forward tax losses of $78,714,922 (2023:
$66,454,313), the utilisation of which is dependent on the entity satisfying the requirements of
the Same Business Test (SBT).
The income tax expense or benefit for the period is the tax payable / refundable on the current
period's taxable income based on the national income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities, attributable to temporary differences between the
tax bases of assets and liabilities and their carrying amounts in the financial statements, and to
unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates
expected to apply when the assets are recovered or liabilities are settled, based on those tax
rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are
applied to the cumulative amounts of deductible and taxable temporary differences to measure
the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an
asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary
differences if they arose in a transaction, other than a business combination, that at the time of
the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in controlled entities where the parent entity is able
to control the timing of the reversal of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and
settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
Wisr Limited and its wholly owned controlled entities have implemented the tax consolidation
legislation as of 1 January 2004.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
86
Note 17. Income tax (cont.)
The head entity, Wisr Limited, and the controlled entities in the tax consolidated group continue to
account for their own current and deferred tax amounts. These tax amounts are measured as if
each entity in the tax consolidated group continues to be a standalone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Wisr Limited also recognises the current
tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused
tax credits assumed from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to other entities in the group.
Any difference between the amounts assumed and amounts receivable or payable under the tax
funding agreement are recognised as a contribution to (or distribution from) wholly owned tax
consolidated entities.
NOTE 18. REMUNERATION OF AUDITORS
During the year, the following fees were paid or payable for services provided by the auditor:
CONSOLIDATED
2024
$
2023
$
BDO Audit Pty Ltd
•
Audit of the annual financial report and review of the half-yearly financial report
183,940
180,791
•
Taxation services – non-assurance services
7,050
5,400
•
Agreed upon procedures – other assurance services
25,500
-
216,490
186,191
NOTE 19. CONTINGENT ASSETS AND LIABILITIES
There were no material contingent assets and liabilities reportable during the period (2023: nil).
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
87
NOTE 20. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the
following subsidiaries in accordance with the accounting policies described in Note 1:
Name
Status
Country of
incorporation
% owned
2024
% owned
2023
Wisr Finance Pty Ltd
Registered 2 May 2006
Australia
100%
100%
Wisr Investment Management Pty Ltd
Registered 20 February 2015
Australia
100%
100%
Wisr Loans Servicing Pty Ltd
Registered 20 February 2015
Australia
100%
100%
Wisr Credit Management Pty Ltd
Registered 19 March 2015
Australia
100%
100%
Wisr Marketplace Limited
Registered 16 March 2015
Australia
100%
100%
Wisr Services Pty Ltd
Registered 13 January 2017
Australia
100%
100%
Wisr Funding Pty Ltd
Registered 9 April 2018
Australia
100%
100%
Wisr Notes 1 Pty Ltd
Registered 31 July 2018
Australia
100%
100%
Wisr Warehouse Trust No. 1
Registered 28 October 2019
Australia
100%
100%
Wisr Freedom Trust 2021-1
Registered 29 March 2021
Australia
100%
100%
Wisr Warehouse Trust No. 2
Registered 25 August 2021
Australia
100%
100%
Wisr Freedom Trust 2022-1
Registered 8 April 2022
Australia
100%
100%
Wisr Independence Trust 2023-1
Registered 15 September 2022
Australia
100%
100%
Wisr Freedom Trust 2023-1
Registered 6 November 2023
Australia
100%
N/A
NOTE 21. EVENTS AFTER THE REPORTING PERIOD
In August 2024, the Wisr Warehouse Trust No.2 was renewed for its customary 12-month period
to August 2025.
NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES
22.1 Compensation
The aggregate compensation made to directors and other members of key management
personnel of the consolidated entity is set out below:
CONSOLIDATED
2024
$
2023
$
Short-term employee benefits
2,250,345
1,907,973
Post-employment benefits
120,392
95,245
Long-term benefits
25,144
39,815
Share-based payments
525,344
27,896
Total KMP compensation
2,921,225
2,070,929
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
88
Note 22. Key Management Personnel disclosures (cont.)
22.2 Short-term employee benefits
These amounts include fees and benefits paid to the Non-Executive Chair and other Non-
Executive Directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses
awarded to executives and other KMP.
22.3 Post-employment benefits
These amounts are the current year’s estimated cost of providing for the Group’s superannuation
contributions made during the year.
22.4 Long-term benefits
These amounts represent long service leave benefits accruing during the year.
22.5 Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit
schemes as measured by the fair value of the options, rights and shares granted on grant date.
NOTE 23. RELATED PARTY TRANSACTIONS
23.1 Parent entity
The legal parent is Wisr Limited, as seen in Note 24.
23.2 Subsidiaries
Interests in subsidiaries are set out in Note 20.
23.3 Transactions with related parties
As at 30 June 2024, all transactions that have occurred among the subsidiaries within the Group
have been eliminated for consolidation purposes.
As part of the Executive team remuneration packages, the Executive member may also receive
Long-Term Incentives (“LTI”). The vesting of LTI during employment tenure may give rise to
Executive personal tax liabilities. In order to enable tax liability management and manage
shareholding balances, the Company may execute executive loan agreements if required by the
Executive. During the period, the Group had a balance of $300,000 in loans to Executives (2023:
$220,000). Key terms of the loans are:
•
Five-year term;
•
Interest charged at the benchmark interest rate for the year for the purposes of the Fringe
Benefits Tax Assessment Act 1986 (Cth) plus 0.10%.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
89
NOTE 24. PARENT ENTITY INFORMATION
24.1 Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
2024
$
2023
$
Statement of financial position
Total assets
157,063,001
149,651,586
Total liabilities
36,928,374
25,251,628
Shareholders’ equity
Issued capital
138,204,221
137,690,491
Reserves
4,871,744
3,997,865
Accumulated losses
(22,941,338)
(17,288,398)
120,134,627
124,399,958
Loss for the year
(5,831,175)
(3,549,849)
Total comprehensive loss
(5,831,175)
(3,549,849)
The financial information for the parent entity, Wisr Limited, has been prepared on the same basis
as the consolidated financial statements, except that investments in subsidiaries are accounted
for at cost net of impairment in the parent financial statements.
24.2 Contingent liabilities
See Note 19.
24.3 Contractual commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June
2024 and 30 June 2023.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
90
NOTE 25. CASH FLOW INFORMATION
CONSOLIDATED
Reconciliation of loss after income tax to net cash flows from operating activities
2024
$
2023
$
Loss for the year
(8,191,433)
(13,154,059)
Adjustments for non-cash items or items for which the cash flows are investing or
financing cash flows
Depreciation and amortisation
1,531,999
926,275
Share-based payments and accruals
1,901,851
1,634,672
Non-cash funding expense
3,583,304
(1,110,703)
Expected credit losses expense / loan asset impairments and write-offs
18,157,115
22,323,943
Changes in operating assets and liabilities:
Decrease/ (increase) in loan receivables
803,774
(2,556,450)
Decrease / (increase) in trade and other receivables
854,355
(966,445)
Decrease / (increase) in other assets
1,360
(58,113)
Increase / (decrease) in trade and other payables
74,372
(3,799,331)
(Decrease) in provision for employee benefits
(12,611)
(58,218)
(Decrease) / increase in accrued finance costs
(768,091)
3,069,600
Net cash flows provided by operating activities
17,935,995
6,251,171
NOTE 26. EARNINGS PER SHARE
2024
Cents
2023
Cents
Basic earnings per share
(0.60)
(0.97)
Diluted earnings per share
(0.60)
(0.97)
Number of
shares
Number of
shares
Weighted average number of shares used as the denominator
Weighted average number of shares used as the denominator in calculating basic
earnings per share
1,365,800,516
1,356,580,841
Adjustments for calculation of diluted earnings per share
-
-
Weighted average number of ordinary shares used in calculating dilutive
earnings per share
1,365,800,516
1,356,580,841
The performance rights on issue have not been considered in the diluted earnings per share as
their effect is anti-dilutive.
26.1 Basic earnings per share
Basic earnings per share is calculated by dividing the result attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial
year.
26.2 Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares and the weighted average number of shares
assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
91
NOTE 27. SEGMENT INFORMATION
Management has determined that the Group has one operating segment, being the provision of
personal loans to consumers. The internal reporting framework is based on the principal activity
as discussed above and is the most relevant to assist the Board as Chief Operating Decision
Maker with making decisions regarding the Group and its ongoing growth. The assets as
presented relate to the operating segment. The Group operates in Australia only as at 30 June
2024.
NOTE 28. DIVIDENDS
28.1 Dividends paid during the year
Ordinary shares
There were no dividends paid during the year (2023: nil).
28.2 Franking Credits
2024
$
2023
$
Franking credits available for subsequent reporting periods based on a tax rate of 30%
(2023 – 30%)
1,542,955
1,542,955
The above amounts are calculated from the balance of the franking account as at the end of the
reporting period, adjusted for franking credits and debits that will arise from the settlement of
liabilities or receivables for income tax and dividends after the end of the year.
NOTE 29. SHARE BASED PAYMENTS
The share-based payment expense of $1,901,851 has been incurred in the year (2023:
$1,634,672).
The breakdown of the share based payments for the year are as follows:
•
KMP LTIs of $453,254 (2023: $127,896) accrued up to 30 June 2024;
•
Staff LTIs of $1,448,597 accrued up to 30 June 2024 and relate to FY21 – FY24 (2023:
$1,606,184);
•
Nil share based external advisor expense in current period (2023: $592).
The fair value of the KMP performance rights and staff LTI scheme has been calculated in
accordance with AASB 2 Share-based Payment using a Hoadley Barrier model.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
92
Note 29. Share based payments (cont.)
FY24 Staff LTI scheme:
Assumptions - Grant date 1 July 2023, no volatility, 10% attrition rate, spot price $0.033.
Tranche
Rights granted
Vesting determination date
1
19,499,004
30 Sep 2024
2
19,499,037
30 Sep 2025
The LTI scheme vesting conditions are based on tenure requirements and are used to attract and
retain staff to the Company.
FY24 KMP LTI scheme:
Assumptions - Grant date 1 July 2023, volatility 45%, risk-free rate 4%
Tranche
Rights granted
Spot price
Barrier price
Fair value
Vesting
determination date
1
8,930,769
$0.033
$0.038
$0.0272
30 Jun 2024
2
9,358,646
$0.033
$0.043
$0.0262
30 Jun 2025
3
9,538,731
$0.033
$0.047
$0.0263
30 Jun 2026
4
2,016,937
$0.081
$0.105
$0.0007
30 Jun 2024
5
1,894,821
$0.081
$0.117
$0.0035
30 Jun 2025
Performance rights
2024
2023
Number of
performance rights
Exercise
price
Number of
performance rights
Exercise
price
Balance at beginning of year
40,016,097
Nil
36,947,741
Nil
•
Granted
70,737,944
Nil
24,441,361
Nil
•
Forfeited
(18,973,280)
Nil
(16,243,005)
Nil
•
Exercised
(11,050,412)
Nil
(5,130,000)
Nil
Balance at end of year
80,730,349
Nil
40,016,097
Nil
The Group provides benefits to employees in the form of share-based payment transactions,
whereby employees render services in exchange for shares or performance rights (equity-settled
transactions).
The cost of the transactions with employees is measured by reference to the fair value at the date
at which they are granted. The fair value is determined by using a binomial model. In valuing
equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of the Company (market conditions). The cost of
equity-settled transactions is recognised as an expense, together with a corresponding increase
in equity, over the period in which the performance conditions are fulfilled, ending on the date on
which the relevant employees become fully entitled to exercise the rights (vesting date).
The cumulative expense recognised for equity-settled transactions at each reporting date until
vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of
rights that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is
formed based on the best available information at balance date. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date. Where the terms of an equity-settled
option are modified, at a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase in the value of the transaction as
a result of the modification, as measured at the date of the modification.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
93
NOTE 30. FINANCIAL RISK MANAGEMENT
The business of the Group and the industry in which it operates are subject to risk factors both of
a general nature and risks which are specific to the industry and/or the Group’s business
activities.
The potential effect of these risk factors either individually, or in combination, may have an
adverse effect on the future financial and operating performance of the Group, its financial
position, its prospects and the value of its shares.
The following are the key risks that specifically relate to the Group:
30.1 Credit risk
As a lending business, the Group is at risk of a larger than expected number of its borrowers
failing or becoming unable to repay their loans, particularly for loans which are held on balance
sheet as opposed to being funded by a third party. While loans are assessed according to a strict
Credit Manual and Credit Risk Policy as well as being targeted at prime retail borrowers (not
‘payday’ lending customers), the loans may be unsecured and so are subject to the capacity of
the individual borrower to repay the loan. Quantitative credit risk data is disclosed further in Note
5.
30.2 Inability to recover defaulted loans
Default is defined by the Group as the failure of the borrower to meet required contractual
cashflows, this definition is selected as it aligns with the operational analysis of the loan books. If
a borrower does not meet their required loan payments and the loan goes into default, the Group
may not be able to recover the relevant portion of the value of the loan or the cost of recovery of
the loan may be deemed to be greater than the amount potentially recoverable, even if the
borrower owns assets such as a house. In this case the loan may be sold (at a loss) to a third
party or written off as a bad debt. High levels of bad debts could limit profitability and adversely
affect future performance. The Group mitigates this risk by approving loans according to a strict
credit criteria. The risk is also mitigated through the use of third party funders for a proportion of
loans.
30.3 Fraudulent borrowers
There is a general ongoing risk that borrowers may deliberately fabricate evidence to support loan
applications and they have no intention of paying off their loan. The Group has procedures in
place to detect fraudulent applications and activities, however the risk of fraud cannot be totally
removed.
30.4 Personal Loans may be unsecured
The Group’s loans may be issued on an unsecured basis. The Group’s reputation and financial
position could be adversely impacted if the Group’s targeted credit performance of its loan book
is not met and collections and debt recovery procedures prove less than effective.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
94
Note 30. Financial risk management (cont.)
30.5 Costs of acquiring loans
The Group’s business model and on-going commercial viability is directly linked to its ability to
attract suitable borrowers and increase the volume of loans funded and managed by the Group.
The Group has built its existing loan volumes using a mix of direct channel marketing (using
search engine marketing and media advertising) and developing relationships with mortgage and
finance brokers to introduce loans. The Group has forecasted the future costs of acquiring loans
in the desired volumes however these costs are subject to market forces and cannot be predicted
with certainty.
30.6 Ability to source third party funding and sell loans
The Group’s business model and on-going commercial viability is strongly linked to its ability to
source sufficient third-party funding to enable it to sell its loans and raise the funds to lend to
potential borrowers.
The Group seeks to manage this risk by establishing multiple sources of institutional loan buyers.
30.7 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash to ensure the ability to meet
financial obligations as they fall due. The Group manages liquidity risk by maintaining a cash
reserve and continuously monitoring forecast and actual cash flows.
MATURITY ANALYSIS – GROUP
2024
Within 1 year
$
1-5 years
$
Total
$
Financial assets
Non-derivatives
Cash and cash equivalents
62,363,091
-
62,363,091
Loan receivables
167,051,057
583,648,281
750,699,338
Trade and other receivables
1,177,266
-
1,177,266
Other assets
101,952
561,629
663,581
Other financial assets
-
300,000
300,000
Derivatives at fair value
Interest rate swaps – cash flow hedges
9,866,828
4,969,116
14,835,944
Total financial assets
240,560,194
589,479,026
830,039,220
Financial liabilities
Non-derivatives
Trade creditors
453,581
-
453,581
Other payables
968,817
-
968,817
Borrowings
2,275,141
785,405,161
787,680,302
Total financial liabilities
3,697,539
785,405,161
789,102,700
Net financial assets
236,862,655
(195,926,135)
40,936,520
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
95
Note 30. Financial risk management (cont.)
MATURITY ANALYSIS – GROUP
2023
Within 1 year
$
1-5 years
$
Total
$
Financial assets
Non-derivatives
Cash and cash equivalents
53,576,843
-
53,576,843
Loan receivables
173,932,602
735,284,591
909,217,193
Trade and other receivables
2,031,621
-
2,031,621
Other assets
60,821
561,629
622,450
Other financial assets
-
220,000
220,000
Derivatives at fair value
Interest rate swaps – cash flow hedges
17,045,211
12,713,529
29,758,740
Total financial assets
246,647,098
748,779,749
995,426,847
Financial liabilities
Non-derivatives
Trade creditors
298,167
-
298,167
Other payables
1,021,921
-
1,021,921
Borrowings
2,604,010
928,451,651
931,055,661
Total financial liabilities
3,924,098
928,451,651
932,375,749
Net financial assets
242,723,000
(179,671,902)
63,051,098
30.8 Market risk
Price risk
The Group is not exposed to any significant price risk at 30 June 2024.
Foreign currency risk
The Group undertakes transactions denominated in Australian Dollars and is not exposed to
foreign currency risk through foreign exchange rate fluctuations.
30.9 Interest rate risk
Interest rate risk is the risk that the Group will experience deterioration in its financial position as
interest rates change over time. The Group is exposed to interest rate risk due to repricing and
mismatches in interest rates between assets and liabilities (i.e. borrowing at floating interest rates
and lending at fixed interest rates).
For the Warehouse trust borrowings, the risk is managed by the Group using interest rate swap
contracts to convert the floating rate exposure on the Warehouse trust borrowings to fixed
interest rates. Hedging activities are undertaken in line with the Group's hedging policy.
For the Group’s corporate debt facility with an outstanding balance of $35,000,000 (2023:
25,000,000), an official increase/decrease in interest rates of 100 (2023: 100) basis points would
have an adverse/favourable effect on loss before tax of $350,000 (2023: $250,000) per annum.
The percentage change is based on the expected volatility of interest rates using market data and
analysts forecasts.
WISR LIMITED • ANNUAL REPORT 2024
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
96
Note 30. Financial risk management (cont.)
Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed
and floating rate interest amounts calculated on agreed notional principal amounts. Such
contracts enable the Group to mitigate the cash flow exposures on its variable rate borrowings.
The Group designates the interest rate swap contracts as cash flow hedges. As the critical terms
of the interest rate swap contracts and their corresponding hedged items are the same, the Group
performs a qualitative assessment of effectiveness and it is expected that the value of the
interest rate swap contracts and the value of the corresponding hedged items will systematically
change in opposite direction in response to movements in the underlying interest rates. The main
source of hedge ineffectiveness in these hedge relationships is the effect of the counterparty and
the Group’s own credit risk on the fair value of the interest rate swap contracts, which is not
reflected in the fair value of the hedged item attributable to the change in interest rates. Other
sources of ineffectiveness include the re-designation of amended interest rate swap contracts,
which have a non-zero fair value at inception of the hedge relationship.
The following table details various information regarding interest rate swap contracts outstanding
at the end of the reporting period and their related hedged items. Interest rate swap contract
assets and liabilities are included in Note 14.
INTEREST RATE SWAPS
2024
$
2023
$
Hedging instruments
•
Average contracted fixed interest rate
3.04420%
2.57458%
•
Notional principal (borrowings)
746,471,296
939,486,979
•
Carrying amount of the hedging instrument (liability)
13,873,831
27,780,456
•
Change in fair value used for calculating hedge ineffectiveness
(6,417,439)
5,425,600
Hedged items
•
Nominal amount of the hedged item
746,471,296
939,486,979
•
Change in value used for calculating hedge ineffectiveness
(8,800,180)
7,313,598
Balance in cash flow hedge reserve for continuing hedges
2,536,398
13,615,051
Balance in cash flow hedge reserve arising from hedging relationships for which hedge
accounting is no longer applied
10,307,985
12,967,125
Hedge ineffectiveness recognised in profit or loss (within Finance costs)
(128,812)
1,265,702
WISR LIMITED • ANNUAL REPORT 2024
97
CONSOLIDATED ENTITY DISCLOSURE
STATEMENT
For the year ended 30 June 2024
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with
the Corporations Act 2001. It includes certain information for each entity that was part of the
consolidated entity at the end of the financial year.
The following entities were part of the consolidated entity at the end of the financial year:
Entity name
Body
corporate or
trust
Place
incorporated
/formed
% of share
capital held
directly or
indirectly by
the Company
in the body
corporate
Australian
or Foreign
tax
resident
Jurisdiction
for Foreign
tax
resident
Wisr Limited (the Company)
Body corporate
Australia
100%
Australian
N/A
Wisr Finance Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Investment Management Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Loans Servicing Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Credit Management Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Marketplace Limited
Body corporate
Australia
100%
Australian
N/A
Wisr Services Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Funding Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Notes 1 Pty Ltd
Body corporate
Australia
100%
Australian
N/A
Wisr Warehouse Trust No. 1
Trust
Australia
N/A
Australian
N/A
Wisr Freedom Trust 2021-1
Trust
Australia
N/A
Australian
N/A
Wisr Warehouse Trust No. 2
Trust
Australia
N/A
Australian
N/A
Wisr Freedom Trust 2022-1
Trust
Australia
N/A
Australian
N/A
Wisr Independence Trust 2023-1
Trust
Australia
N/A
Australian
N/A
Wisr Freedom Trust 2023-1
Trust
Australia
N/A
Australian
N/A
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in
the Income Tax Assessment Act 1997. In determining tax residency, the consolidated entity has
applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having
regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
WISR LIMITED • ANNUAL REPORT 2024
98
DIRECTORS’ DECLARATION
The Directors of the Company declare that, in the opinion of the Directors:
a.
the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including:
i.
giving a true and fair view of the financial position and performance of the consolidated
entity; and
ii.
complying with Australian Accounting Standards, including the interpretations, and the
Corporations Regulations 2001;
b.
In the Directors’ opinion the consolidated entity disclosure statement set out above as
required by subsection 205(3A) of the Corporations Act 2001 is true and correct;
c.
the financial statements and notes thereto also comply with International Financial
Reporting Standards, as disclosed in Note 1;
d.
the Directors have been given the declarations required by s.295A of the Corporations Act
2001 from the Chief Executive Officer and Chief Financial Officer for the financial year
ended 30 June 2024; and
e.
there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the
Corporations Act 2001.
...............................................................
MATTHEW BROWN
DIRECTOR
Sydney
28 August 2024
WISR LIMITED • ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
99
WISR LIMITED • ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
100
WISR LIMITED • ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
101
WISR LIMITED • ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
102
WISR LIMITED • ANNUAL REPORT 2024
103
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in
this report is set out below. This information is effective as at 18 September 2024.
a. Distribution of shareholders
The distribution of issued capital as at 18 September 2024 was as follows:
Size of holding
Number of shareholders
Number of ordinary shares
Percentage of issued capital
1 – 1,000
208
39,418
0.00
1,001 – 5,000
962
3,131,150
0.23
5,001 – 10,000
750
6,009,718
0.43
10,001 – 100,000
2,100
83,641,139
6.06
100,001 and over
1,095
1,287,718,122
93.28
Total
5,115
1,380,539,547
100.00
There were 2,365 shareholders with unmarketable parcels totalling 15,202,992 shares based on
the share price as at close of business on 18 September 2024.
b. Distribution of performance rights holders
The distribution of unquoted Performance Rights on issue as at 18 September 2024 were as
follows:
Size of holding
Number of holders
Number of unquoted rights
1 – 1,000
-
-
1,001 – 5,000
-
-
5,001 – 10,000
-
-
10,001 – 100,000
2
123,456
100,001 and over
51
102,350,486
Total
53
102,473,942
c. Distribution of options
The were nil unquoted Options on issue as at 18 September 2024.
WISR LIMITED • ANNUAL REPORT 2024
ASX ADDITIONAL INFORMATION
104
d. Substantial shareholders
The securities held by substantial shareholders, as disclosed to the Company as at 18 September
2024, are as follows:
Shareholder
Number of fully paid
ordinary shares
Percentage of
issued capital (%)
ALCEON LIQUID STRATEGIES PTY LTD
176,500,000
12.93
ACORN CAPITAL LTD
103,771,430
7.57
Total
280,271,430
20.50
e. Twenty largest shareholders of quoted equity securities
The twenty largest shareholders of quoted equity securities were as follows:
Shareholder
Number of fully paid
ordinary shares
Percentage of
issued capital (%)
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
166,320,396
12.05
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
71,780,331
5.20
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
50,784,545
3.68
CITICORP NOMINEES PTY LIMITED
49,651,437
3.60
NETWEALTH INVESTMENTS LIMITED
48,896,155
3.54
BNP PARIBAS NOMS PTY LTD
37,629,008
2.73
ANTHONY NANTES
31,660,000
2.29
POINT CAPITAL PTY LTD
23,467,952
1.70
MR ANTHONY NANTES
22,889,841
1.66
ANDREW GOODWIN
22,626,666
1.64
MACQUARIE BANK LIMITED
18,998,019
1.38
A J GOODWIN FAMILY HOLDINGS PTY LTD
16,397,202
1.19
BNP PARIBAS NOMINEES PTY LTD
13,204,598
0.96
DE NANTES INVESTMENT CO PTY LTD
13,201,370
0.96
NATIONAL NOMINEES LIMITED
13,145,737
0.95
GENTILLY INVESTMENTS PTY LTD
12,576,732
0.91
GENTILLY HOLDINGS PTY LTD
12,501,586
0.91
MR DON LAZZARO & MRS ANN LAZZARO
10,000,000
0.72
MR CHRISTOPHER MICHAEL WHITEHEAD
7,430,000
0.54
R CASSEN PTY LTD
7,300,000
0.53
Total
650,461,575
47.14
f. Restricted securities
49,730,534 ordinary shares are currently subject to voluntary escrow for a period of one year
following cessation of the holder’s employment with the Company, or Board approval.
WISR LIMITED • ANNUAL REPORT 2024
ASX ADDITIONAL INFORMATION
105
g. Unquoted equity securities
The Company had the following unquoted securities on issue as at 18 September 2024:
Unquoted Options
The Company had nil unquoted options on issue as at 18 September 2024.
Performance Rights
The Company had 102,473,942 performance rights on issue, held by 53 holders and issued as
part of an employee incentive scheme.
h. Voting rights
i.
Ordinary Shares
In accordance with the Constitution each member present at a meeting whether in person, or
by proxy, or by power of attorney, or in a duly authorised representative in the case of a
corporate member, shall have one vote on a show of hands, and one vote for each fully paid
ordinary share, on a poll.
ii.
Performance Rights and Options
Holders of Performance Rights and Options have no voting rights.
i.
On-market buy-backs
There is no current on-market buy back in relation to the Company’s securities.
WISR LIMITED • ANNUAL REPORT 2024
106
CORPORATE DIRECTORY
DIRECTORS
Matthew Brown (Non-Executive Chair)
Craig Swanger
Cathryn Lyall
Kate Whitney
COMPANY SECRETARY
David King
Andrew Palfreyman
REGISTERED OFFICE
Level 4, 55 Harrington Street
The Rocks NSW 2000
Australia
Telephone: 1300 992 007
SHARE REGISTER
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Telephone: 1800 770 850
AUDITOR
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney NSW 2000
STOCK EXCHANGE LISTING
Shares are listed on the Australian Stock Exchange (ASX: WZR)
DOMICILE
Publicly listed company incorporated in Australia
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WISR LIMITED • ANNUAL REPORT 2024
Level 4, 55 Harrington St,
The Rocks NSW 2000
+61 1300 992 007
ABN 80 004 661 205
wisr.com.au