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ACROW LIMITED Annual Report 2024

Sep 26, 2024

64288_rns_2024-09-26_b2e8676f-3cc6-4edd-8c5d-7d90848f6da2.pdf

Annual Report

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ASX Announcement

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2 7 September 2024

FY24 ANNUAL REPORT RELEASE

Acrow Limited (ASX: ACF) (“Acrow” or “the Company”) is pleased to release the Annual Report for Financial Year 2024.

As noted at the time of the FY24 results release (21 August 2024), the new financial year has commenced very strongly both in terms of secured new hire contracts and pipeline.

We look forward to providing an update at the Annual General Meeting, to be held on the 12th of November 2024.

This release was approved by the Acrow Board of Directors.

-ENDS-

About Acrow

Acrow Limited (ASX: ACF) is a leading provider of smart integrated construction systems across formwork, industrial services and commercial scaffolding in Australia. Enhancing our portfolio are falsework and shoring, screen solutions, Jacking Systems (also known as Jumpform), and internal engineering capabilities.

With over 80 years of experience, Acrow has grown from a small local business to a national leader in the construction industry. Our journey is marked by continuous innovation, expansion, and a vision to set the national standard in engineered industrial and construction services. We’re committed to removing barriers to success for construction and industrial professionals through our smart solutions, can do attitude, and strong partnerships.

Operating in 10 locations with over 60,000 tonnes of equipment, Acrow aims to expand its presence in Australia’s civil infrastructure market. Our national network with local expertise ensures efficient project delivery while adhering to best practices. To learn more, please visit: www.acrow.com.au

For further information, please contact:

Steven Boland Managing Director Ph: +61 (02) 9780 6500

Andrew Crowther Chief Financial Officer Ph: +61 (02) 9780 6500

Acrow Limited. 2A Mavis Street, Revesby NSW 2212

Page 1

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Annual 2024 Report

Cover: Cross River Rail, Albert Street station jumpform P1: Wee Hur student village, Redfern, Sydney showing jumpform jacks. Up to 60 (yellow) jacks can run simultaneously.

Total Revenue $215.3m

EBITDA $74.6m

Earnings per Share 11.5c

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----- Start of picture text -----

20 87.3 20 19.5 20 4.0
+28% +40% -1%
21 105.7 21 24.3 21 4.9
22 148.3 22 36.3 22 7.2
23 168.5 23 53.2 23 11.6
24 215.8 24 74.6 24 11.5
----- End of picture text -----

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Raising the Standard

Acrow is a leading provider of smart integrated construction systems across formwork, industrial services and commercial scaffolding in Australia. Enhancing our portfolio are falsework and shoring, screen solutions, Jumpform, and internal engineering capabilities.

Contents

  • 1 2024 Highlights

  • 2 Chairman’s Report

  • 4 Managing Director’s Report

  • 10 Business Overview

13 Safety

14 Board of Directors

  • 16 Financial Report

  • 80 Directors’ Declaration

  • 81 Independent Auditor’s Report

  • 85 Shareholder Information

Revenue by Business Unit

● Formwork 56.3%

  • Industrial services 33.5%

  • Commercial scaffold 10.2%

Revenue by Geography

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● QLD 53.1%

  • NSW 19.5%

  • VIC 14.0%

  • TAS 2.2%

  • SA 5.1%

  • WA 6.1%

Acrow Annual Report 2024 | 1

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Chairman’s Report

The strength of our engineering team continues to grow and prosper. Our mission is to have the best people in the business throughout the company, and we have invested in our people and supporting systems. Peter Lancken, Chairman

FY24 was a year in which Acrow delivered outstanding performance. This was driven by organic growth in our core business, positive returns from product development and complemented by acquisitions that have furthered the company’s strategic expansion.

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Acquisitions position Acrow for success

We made the formational acquisition of MI Scaffold, a leading provider of scaffolding, rigging and access solutions in north and central Queensland for a consideration of $36.4 million, comprising cash of $26.4 million and earnings-based payments of up to $9.9 million, in November 2023.

Underlying NPAT

This was the company’s first significant acquisition in the industrial services sector and an important step in the diversification of our earnings and revenue streams. Our services strengthened with the March 2024 purchase of Benchmark Scaffolding, a Townsville-based access solutions provider, for $9.0 million.

$33m up 8%

The attraction of our industrial services expansion is the predictable earnings stream that it provides, characterised by medium to long term contracts with recurring major industrial works such as shutdowns and strong relationships with blue-chip clients.

5.9c

Dividend per share up 33% on FY23

This industrial services business is ‘capital light’ requiring a blend of assets and labour skills. We can exploit our engineering expertise and unique products to achieve improved margins.

Both recent acquisitions are exceeding pre-acquisition forecasts and our acquisition-led strategy has been hugely successful, with the businesses being smoothly integrated into Acrow. Starting with our initial acquisition of Natform’s screen business on listing in 2018, we have established a track record of bedding down acquisitions and extracting significant benefits early.

Our business aims to leverage its competitive advantages across our engineering skills, product innovation, geographic capability and quality of people. We continue to seek out

further acquisitions to strengthen our national network and expedite growth.

Strategy

Acrow is a leading provider of smart integrated construction systems across formwork, industrial services and commercial scaffolding in Australia. We are participating in significant and growing markets, particularly the Australian civil infrastructure market. The total spending on Australian major public infrastructure which represents a substantial source of work for Acrow, is valued at $230 billion over the five years from FY23 to FY27[1] . Across our business we maintain a record volume of contracts and work.

Our growth in the industrial services sector, which now provides one-third of the company’s revenue, further enhances the diversification and sustainability of the business. The industry dynamics are distinct to those of infrastructure markets which require the constant winning of new work. We have developed a clear roadmap which identifies key opportunities for the future.

We are delighted with our success in the jump form market which we entered through acquisition of a world-leading technology. The product we have developed is used to construct the lift shaft core of high-rise buildings. The speed of adoption of this computer-controlled system has been impressive and has already secured repeat customers. Cross-selling with our premium screens business has enabled us to ‘package’ our products and expand sales nationally.

National rebrand

Our new ‘One Acrow’ brand has elevated perceptions of our national capability and services and reflects the overall transformation of the company. The holistic brand has been well received by clients. The company’s corporate name also simplified with a change to Acrow Ltd during the year.

Strong financial performance

Acrow again delivered a high-quality result in FY24, benefiting from increased scale and diversification. Underlying net profit was a

1 Infrastructure Australia, Infrastructure Market Capacity 2023 Report, p6

2 | Acrow Annual Report 2024

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27%

Return on Equity

44% Zero Harm Improvement

record $33.0 million, compared with $30.5 million in FY23. Net profit on a statutory basis was $25.6 million, compared with $23.5 million.

That this was achieved despite an increase in Acrow’s effective tax rate to 30%, compared to 8% in FY23, demonstrated the growing strength and scale of Acrow’s platform. At the time of its ASX listing the company held accumulated losses and could benefit from a low tax rate. We have grown faster than we anticipated, and the high margins and returns on investment achieved has contributed to the consumption of these tax losses, with the benefit that the company now has franking credits which enable payment of fully franked dividends. To place this growth in perspective, FY24 underlying net profit was up 266% compared to $9.0 million in FY20.

Return on equity remained strong at 27.1% in FY24 compared to 32.7% in the previous year. This decrease mostly reflected the higher effective tax rate as, on a like-for-like tax basis, return on equity increased from 25.0% in FY23. The company maintains a strong balance sheet and continues to be managed prudently.

A $15.0 million capital raising from institutions that provided partial funding for the MI Scaffold acquisition was completed in November 2023. Our strong operating cash flow enabled us to continue to invest in the business, pay down debt and deliver healthy shareholder returns.

Dividends

Acrow paid a final dividend of 3.0 cents, fully franked, up 11% on the previous final dividend of 1.7 cents per share, 85% franked. Full year dividends were 5.9 cents, fully franked, up 33% on 4.4 cents per share, 94% franked.

Investing in our people

The strength of our engineering team continues to grow and prosper. Our mission is to have the best people in the business throughout the company, and we have invested in our people and supporting systems. We know the difficulty of recruiting skilled talent and have created internal programs to train our people to high standards. This includes a cadet system, developed with Queensland University of Technology and University of Technology, Sydney.

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Above: Metro Tunnel, Melbourne, Victoria

Positive results from our professional development programs have led to their expansion from training engineers to management and sales executives. We are establishing a Centre of Excellence in Mackay to support our concept of best practice industrial services business.

A strong back office

We have also invested in a suite of technology products that supports our engineering capability, enabling us to provide market leading plans and designs. This technology supports our thrust to provide clients with knockout services, faster and more effectively.

This represents an investment in both the backbone of the business and our future, ensuring our systems are efficient. We are at the starting gates of implementing a new enterprise resource planning (ERP) system to manage our ‘back of house’ operations. This will be a tried and tested platform with which we are familiar.

Looking ahead

We are benefiting from cross-selling and taking our suite of products nationwide, experiencing organic growth across Australia. The formwork business is performing well and, overall, the company is very well positioned in the civil and commercial infrastructure sectors with a pipeline of potential work that has never been greater. We are preparing to bid for substantial infrastructure and related works. Across the industrial services business we have significant expansion opportunities.

In conclusion, I would like to thank our shareholders for their support. You can have great confidence in the future of this company, which is driven by Steven Boland and his very capable executive team and employees. Their efforts ensure that shareholders will continue to benefit.

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Peter Lancken AM Chairman

Acrow Annual Report 2024 | 3

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Managing Director’s Report

During the year we secured our largest single equipment supply contract, a formwork package on the Melbourne North-East Link project valued at $5 million. Steven Boland, CEO

This was another great year of growth for Acrow, with an excellent result across all categories. Underlying EBITDA increased 40% to $74.6 million, up from $53.2 million in the previous year, which included eight months’ contribution from MI Scaffold and three months from Benchmark Scaffolding businesses, acquired during the year.

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We experienced benefits from increased scale, product innovation and focus on clients, and EBITDA margin improved to 34.7%, up 3.1 percentage points.

Profit before finance costs and tax increased 38% to $46.1 million, demonstrating the benefits of scale and that our asset acquisition program is working well.

39% increase in pre-tax profit

Revenue grew 28% to $215.3 million, driven by strong growth in the Group’s market-leading formwork and growing industrial services divisions. Market share increased in every state, strengthening our national network. Formwork had a fantastic year, with total revenue up 19% to $121.1 million, while Industrial Services total revenue increased 78% to $72.1 million, which included both acquisitions and organic growth.

Industrial services now

33%

A highlight was our ability to secure margins which support the ongoing growth of our business. While the short-term contracts favoured by formwork clients enable higher margin, our industrial services business offers highly predictable recurring revenues forged by long-term relationships with blue-chip clients.

of group revenue

Total sales contribution increased 28% to $133.8 million, with the uplift largely from new equipment hire. Margins grew across all divisions although, as the proportion of industrial services sales increased, overall contribution margin was consistent at 62.1%.

Cash flow from operations, which includes proceeds from sale of hire equipment and recoveries from lost equipment ,

was $62.4 million, representing an 84% conversion rate.

Following acquisitions and capital investment initiatives, total assets have increased to $312.4 million from $218.5 million. While net debt also grew to $68.6 million, an increase of $22.3 million, the company’s gearing remained relatively steady and the net debt/EBITDA ratio was 1.1, up 6% from 1.0. We maintain tight control of costs.

We apply a growth hurdle for capital expenditure of 40%. It is pleasing that this has been exceeded repeatedly. Return on investment was over 50% in FY24. Total capital expenditure was $30.4 million after hire equipment replacement costs. Capital expenditure on growth was $25.3 million, largely related to our jacking business Jumpform and product development such as Acrowdeck.

We completed the financial year with cash of $5.6 million and total funds available of $21.2 million. We are in the final stages of restructuring our debt to reduce amortisation on acquisition loans, reduce cost and, with the addition of a new acquisition facility, provide headroom with certainty of funding for possible acquisitions.

Benefiting from a broad range of products

Fresh revenue streams and cross selling opportunities have been provided by recently launched products including jumpform, used to construct lift shafts in high-rise buildings, and Acrowdeck, a modular slab formwork system.

Last year we entered the $150 million jumpform market with new technology that expedites project delivery and market leading safety which brought new clients to our business. Since launch, we have secured 24 system wins across 16 projects. We won projects valued at $7.8 million in FY24 and are well on the way to

1 Included in Acrow’s statement of cash flows as proceeds from disposal of property, plant and equipment and under note 5, other income on page 54.

4 | Acrow Annual Report 2024

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$215.3m

Revenue for FY24, up 28%

40% EBITDA increase to $74.6m

our target of making this a $20 million business. Cross-selling facilitated seven screen hire contracts including three in Western Australia, opening a new market for Acrow.

Marketing of Acrowdeck secured 12 projects, sales exceeding $2 million and deployment of more than 15,000 square metres of the system across five states of Australia.

These products increase our ability to provide clients with a one-stop offering. Innovation creates value as we own the intellectual property and can capitalise on our supply chain. Our flexible products have multiple uses which allow cross selling and continued year-on-year returns.

Leading the formwork market

Formwork product hire and sales grew as our national sales platform, broad product set and reputation for quality, safety and service in major civil and commercial infrastructure products has enabled us to become the market leader. In this sector we bid for packages of work on a regular basis, which may include several packages on stages of a project over several years.

Some marquee civil infrastructure projects we participate in include Sydney Metro West railway, which has generated total sales and hire revenue of $5.3 million to date, and the Snowy Hydro 2.0 renewable energy project, valued at $23 million, in New South Wales. In Victoria, our work includes the Westgate Tunnel, valued at $16 million, and Metro Tunnel valued at $24 million. Queensland projects include Cross River Rail, valued at $15 million, and early stages of the Coomera Connector road corridor valued at $2.7 million.

During the year we secured our largest single equipment supply contract, a formwork package on the Melbourne North-East Link project valued at $5 million.

Formwork generated 56% of group revenues. In New South Wales we increased market share and have doubled formwork revenue in the past two years. Similarly in Victoria we have increased revenue fourfold over four years, and South Australian revenue is up four times over two years, from a lower base.

In Queensland, where our potential pipeline of work remains the largest in Acrow’s history, we experienced a temporary deferral of projects. We anticipate renewed growth as

Above: West Gate Tunnel project, Melbourne, Victoria

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Acrow Annual Report 2024 | 5

Managing Director’s Report (continued)

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50 Engineers on staff

11 Chartered Engineers

50%

engineers are customer facing

Internally developed new products in market

Expanding 3D design offerings

the Queensland government’s $9.78 billion investment in new hospitals and Capacity Expansion Program is scheduled to deliver around 2,200 additional beds between 2024 and 2028.

Our Western Australian operations have experienced steady organic growth. A key factor has been bringing our innovative products to these markets and demand has driven tremendous growth.

Overall hire contracts won grew 17% to $78.3 million, and at 30 June 2024 our pipeline of potential new work was $189.0 million. In June 2024, we secured contracts valued over $12 million, our strongest month so far. This includes premium screen contracts, as our acquisitions have enabled us to take larger projects. Our Jumpform pipeline exceeded $42 million.

Hire contracts are a key lead indicator for our business’ future performance, as contracts won provide revenue when they commence. Our increasing capability has consistently enabled us to bid for higher value work.

Our screens business now provides both light- and heavy-duty screens, and revenue reached a record $15.9 million in FY24. We won 57 projects across five states of Australia, particularly in New South Wales where we also secured our first contract for premium screens. Another landmark was our largest screens package to date valued at $2.5 million, providing premium screens for a large high-rise on the Gold Coast.

Industrial services acquisitions boost labour capability

Another highlight was the acquisition of the MI Scaffold and Benchmark Scaffolding businesses on earnings multiples of 3.8 to 4.0 times EBITDA, representing good value. These businesses, based in Queensland, are highly complementary, servicing large scale projects across the industrial, infrastructure, mining and marine markets and across Far North and Central Queensland.

They bring new capabilities to the Acrow group, including modern Layher technology for complex scaffolding projects. The businesses significantly boost our pool of available talent, enhancing our ability to provide services for hospitals and large projects and furthering our strategic aim to broaden recurring revenue streams.

Substantial contract wins included renewal of Acrow’s Visy Tumut contract for five years valued at $16 million, and our Ampol refinery contract was upgraded to about $13 million. The Benchmark business won a Sun Metals zinc refinery contract valued at $3 million per annum at the time of acquisition. The MI Scaffold business secured contracts at Kidston Hydro Project in North Queensland and Abbot Point Coal Terminal, both valued in the vicinity of $5 million, shortly after acquisition.

Sales contribution surged by 81% to $27.5 million, with margins improving slightly to 38.2%.

Commercial scaffold

Commercial Scaffold revenue was $22.1 million. While the market was driven by a shortage of supply in the previous year, conditions have stabilised at higher than historic levels. The strategic exit from labour hire contracts led to improved margins of 73.3%.

The Acrow Way

We have evolved into a full-service engineering solutions provider, with 50 engineers across our business. One quarter are chartered engineers.

We believe that it is vital to ‘grow our own’ people and culture. A major focus of our cadet program is to bring young people into the business. We nurture future engineers with hands-on training, ensuring that they develop well-rounded expertise and have practical experience in real world projects.

Our plan is to build professional development programs across all levels of the business as part of ‘The Acrow Way’. A particular focus is on senior management teams. Completion of external professional development is an essential part of rounding out their experience. We provide sales training for people coming into the business, familiarising them with the Acrow Way to allow consistent, excellent customer service.

Training has been instrumental in our achieving leadership in formwork, and we aim to follow a similar path for industrial services. This involves a ‘best of breed’ approach that leverages knowledge of Acrow’s industry-leading high-quality products and services. Through the Mackay training centre which we are establishing, we intend to provide a high standard of scaffold training underpinned by an urge to outperform competitors.

6 | Acrow Annual Report 2024

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$15m Acrow Project value

2026 Planned opening

10.2km New rail line

5.9km of twin tunnels

CASE STUDY:

Cross River Rail, Albert Street, Lot 1

System Used: Acrow Jacking Systems Jumpform

Photo: Cross River Rail – Albert Street Station

Acrow provided the design and supply of the Jumpform system for Brisbane’s Albert Street main station entrance building on Lot 1.

This was Acrow’s largest Jumpform system project to date. Its execution was extremely complex as the system started 40 metres below street level, gradually climbing through six large ground shoring

struts at multiple levels throughout the excavation.

Once the Jumpform was above ground level, it was adjusted to continue its further stages 40 metres above street level.

The system has proved its effectiveness, demonstrating the simplicity of using electric jacking controls which is the main benefit of the system.

Acrow Annual Report 2024 | 7

Managing Director’s Report (continued)

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Another example of our leadership is the Kidron testing facility, which we set up several years ago to improve product safety and reliability. Our products are designed for stringent Australian standards which can provide a significant competitive advantage.

Our engineering team’s use of 3D modelling software allow clients significant time savings. We are skilled at creating 3D models with automated drawing, enabling them to visualise sections and elevations accurately.

Acrow’s safety record improved, with one lost time injury during the year despite a significant increase in the number of hours worked across the business including recent industrial services acquisitions.

Outlook

Over the medium term, the civil and commercial construction sectors that we serve expect significant growth over the next five to ten years.

Some of these projects include Victoria’s ‘big build’ which includes the North East Link tunnels to support Melbourne’s freeway network, on which Acrow has secured further contracts, and the 90km suburban rail loop. In South Australia, the 10km Torrens to Darlington project is valued at $15.4 billion. In New South Wales, Acrow has received its first contract for the Aerotropolis station valued at $1 million and continues activity on Sydney Metro West.

The Coomera Connector represents a potential source of revenue similar to the Bruce Highway project for Acrow in Queensland. Hospital upgrades more than $8 billion are to be awarded, as well as work on Brisbane Olympics 2032 venues with a total value over $3 billion. Three months into the new year, our total formwork hire pipeline exceeds $200 million and is the strongest we have seen. We also expect to benefit from the design and delivery of proprietary new equipment for the Australian formwork market.

While there has been some uncertainty around the Australian economy, we are serving large and growing markets. The industrial services business we are building provide high certainty of revenue, strong annuity earnings and blue-chip clients. We are focused on increasing its national strength through organic growth and potentially acquisitions, encouraged by better than expected performance from the MI Scaffold and Benchmark Scaffolding businesses which have extended our capabilities to new markets. We believe we are on a trajectory which can deliver exceptional growth.

Looking ahead, we anticipate that revenue will increase in the vicinity of 20% above the FY24 result and EBITDA will experience double digit growth. This is based on record secured hire contract wins of $78.3 million, a record pipeline, full year contributions from the MI Scaffold and Benchmark Scaffold acquisitions and returns from the Group’s capital expenditure programs.

We have a clear growth strategy and believe that with our outstanding products, engineering skills, professional culture and national network, Acrow is well positioned to exploit its leading position and participation in major projects across Australia.

In closing, I would like to thank our every one of our employees for their hard work and dedication in providing our clients with competitive, leading services.

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Steven Boland CEO

Right: MI Scaffold internal tank access, Gladstone, Queensland

8 | Acrow Annual Report 2024

Acrow Annual Report 2024 | 9

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Business Overview

Acrow is a leading provider of smart integrated construction systems across formwork, industrial services and commercial scaffolding in Australia.

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Formwork

FY24 Commentary

  • Record revenue up 19%

  • Leading provider of formwork systems in Australia

  • Record pipeline of $189 million including Jumpform $42 million

  • Provides a range of wall forming panel, soffit forming and conventional systems for large and small construction equipment

FY25 Strategy

  • New product development strengthening sales nationally

  • Dry hires formwork equipment and provides the product that forms the temporary mould to support concrete structures during construction

  • Continued expansion of Jumpform and cross-sell opportunities

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Industrial Services

FY24 Commentary

  • Organic growth and growth driven by MI Scaffold and Benchmark Scaffolding acquisitions

  • Highly experienced team and customer service ethic

  • Generates revenue from wet hire agreements including hire, transport, labour and consumables

  • Sales contribution up 81%

FY25 Strategy

  • At the forefront of scaffold service providers in Australia to the industrial sector

  • Capitalise on recent contract wins

  • Active M&A pipeline to increase market share

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Commercial Scaffold

FY24 Commentary

  • Premier provider of scaffolding systems in Australia

  • Strategic exit from labour-hire contracts

  • After period of short supply, volumes and pricing stabilised above historic levels

  • Provides access solutions to builders and building contractors when working at heights

FY25 Strategy

  • Disciplined capital management

  • Generates revenue through both dry hire and wet hire agreements

  • No additional capital investment

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Screens

FY24 Commentary

  • Record screens revenue

  • Leading designer and hirer of heavy-duty and versatile screen systems for the construction industry

  • 57 projects nationally

FY25 Strategy

  • Provides screen-based formwork systems which support the construction of commercial high-rise buildings and civil infrastructure, including bridges, roadworks and train stations

  • Synergies with Jumpform driving opportunities

  • 15 projects awarded and starting in first half of FY25

10 | Acrow Annual Report 2024

Complete solution provider

A typical high-rise building offers synergies between Acrow’s products and systems.

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----- Start of picture text -----

JUMPFORM
The system climbs
Jumpform system forms
with computer
the walls for the lift shaft
and stair core of the controlled jacking
building
COLUMN FORMWORK
ACROWDECK
Acrow deck slab
support system
SCREENS forms horizontal
concrete floors
Edge protection
screens provide
perimeter safety
for the top 3-5 levels
of the structure
BACKPROPPING
Props below the
Acrowdeck to
HANDRAIL
transfer load
Perimeter
handrail where
facade to be
installed
ACROW
FALSEWORK
LOADING BAY
Loading Bay to
accept loads
from cranes on
each floor level
SCAFFOLD
Perimeter scaffold to the
lower building
Typical building cross section
Acrow Annual Report 2024 |
----- End of picture text -----

Acrow Annual Report 2024 | 11

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$ 425m

Coomera Connector Stage 1 North package

Expected completion

2025

1 of three new stations on Queensland’s Gold Coast

CASE STUDY: Hope Island Station

System Used: Bespoke Steel Formwork

Photo: Hope Island Station, Queensland showing three stages of the formwork process

Acrow provided the design and supply of custom steel bespoke column forms.

This project showcases Acrow’s ability to design and supply proprietary formwork support its customers a custom solution. This project involved multiple unique columns and headstocks solutions, and Acrow provided a singular solution that

formed both elements concurrently. Our engineering team delivered a fully detailed design, including fabrication and site assembly drawings, while our site team conducted a full-scale trial assembly in our facility to confirm the system worked before delivery to the site.

12 | Acrow Annual Report 2024

Safety

Acrow has a strong commitment to safety, prioritising the health and well-being of its employees, customers, and subcontractors.

Acrow’s safety culture is built on collaboration and shared responsibility, ensuring that all personnel are trained and follow industry-leading safe work practices. Employees have access to health and safety information from Arrow’s Health and Safety team, Head of People & Culture, and through the Acrow intranet.

Our Lost Time Injury frequency rate reduced from 2.9 in FY23 to 1.1 in FY24, an improvement of 62%. This was achieved despite working an additional 185,378 hours compared to FY23, following the acquisitions of MI Scaffold and Benchmark Scaffolding. Our total recordable injury frequency rate (TRIFR) fell from 10.0 to 5.7, an improvement of 44%.

Key safety initiatives and programs in FY24 included:

  • Implemented a comprehensive and ongoing safety training program that equips employees with the knowledge and skills necessary to fulfill their safety responsibilities

  • Continuous professional development and growth of the Safety team

  • Regular updates on health and safety developments for the CEO and Executive Leadership team

  • Expanded monthly safety awareness program featuring in-depth discussion and presentation on various safety topics from across the organisation to collaborate on safety initiatives and sharing of best practice.

Total recordable injury frequency rate

Lost time injury frequency rate

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----- Start of picture text -----

20 23.8
21 26.8
22 20.7
23 10.0
24 5.7
----- End of picture text -----

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----- Start of picture text -----

20 2.4
21 11.5
22 3.9
23 2.9
24 1.1
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Total recordable injuries

Lost time injuries

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20 11
21 14
22 14
23 7
24 5
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20 1
21 6
22 4
23 2
24 1
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Acrow Annual Report 2024 | 13

Board of Directors

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Mr Peter Lancken AM

NON-EXECUTIVE CHAIRMAN

Peter Lancken is non-executive Chairman of Acrow Limited and a non-executive director at the Kennards Group. He transformed Kennards Hire into a premier equipment hire firm during his 15-year tenure as Managing Director and CEO. Peter has held various c-suite roles at GKN and served on the boards of Propertylink Group and CMA Corporation. He is also a dedicated advocate for the hire and rental industry, serving as President of the NSW Hire Association, Vice President, and board member of the National HRIA.

Mr Steven Boland

EXECUTIVE DIRECTOR

Steve’s 30 year executive career includes extensive experience in operational management and leadership spanning waste, sports management and hire in both Australia and the United Kingdom.

Steven joined Acrow in 2013 and since then has served as its Chief Executive Officer. Steven was previously the CEO of the Melbourne Rebels Rugby Club

Mrs Melanie Allibon

NON-EXECUTIVE DIRECTOR

Melanie has an extensive background in human resources and operating risk primarily in the industrial services, mining, manufacturing and FMCG sectors. She has held senior executive roles with Newcrest Mining, Seven Group Holdings, Amcor, Pacific Brands and Foster’s Group with responsibility spanning Australia, USA, Asia and the UK.

Peter has a Bachelor of Engineering (Civil) from UNSW, a Graduate Diploma in Business from Bathurst University, and is a Fellow of the Institute of Engineers (FIE) and a Member of the Institute of Civil Engineers (MICE). He is also a fellow of the Australian Institute of Company Directors. He was awarded the Life Membership of HRIA in 2006, a Meritorious Service Award by the American Rental Association in 2007, and a Member of the Order of Australia (AM) award in 2020 for his contributions to the industry and community.

and was responsible for the start-up phase of a Super Rugby professional sporting team. Previously, from 2004 to 2010, Steven served as the Global Executive Director (Recycling) of Visy Industries, and from 2002 to 2004, Steven was the Executive Director (Commercial Waste) of Veolia Environment UK.

Melanie has been a non-executive director for over 10 years including with Melbourne Water and Boom Logistics. Melanie is currently a director at Salta Properties, a member of Chief Executive Women, International Women’s Forum, a member of World Vision’s business advisory council and AICD.

14 | Acrow Annual Report 2024

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Mr David Moffat

NON-EXECUTIVE DIRECTOR

David has a career spanning 40 years in the construction industry. During his 29 years of employment with Lipman, David was the Construction Director from 2000 to 2013, which led to his appointment as Managing Director of Lipman Group of Companies from 2013 to 2018.

In 2019 David founded Cornerstone (NSW) Pty Ltd where he continues to provide strategic business

planning and advisory services to Subcontractors, Head Contractors, Clients and Development Managers within the property and construction industry. David brings with him key competencies in Leadership, Construction Management, Innovation and Safety. He holds a Bachelor of Engineering Degree (Civil) from The University of Technology, Sydney (“UTS”).

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Ms Laurie Lefcourt

NON-EXECUTIVE DIRECTOR

Laurie has an extensive background in financial, strategic and risk management, particularly in the resources, construction, and infrastructure sectors. She has held senior management and executive roles across Rio Tinto, Queensland Rail, Sinopec Oil and Gas, and Wiggins Island Coal Terminal.

Laurie has been a non-executive director for the past 6 years and is a non-executive director and audit and risk committee chair for Stanwell Limited. Laurie is a past member on the

boards of Tamawood Ltd (ASX: TWD), Advance NanoTek Ltd (ASX:ANO), and SenterpriSYS Ltd (NSX: SPS). In 2013, Laurie founded Sage Strategies Pty Ltd where she provides support to organisations in developing and executing strategy.

Laurie holds a bachelor’s degree in finance and administration, is a fellow of the Institute of Chartered Accountants of Australia and New Zealand, as well as a graduate of the Australian Institute of Company Directors.

Acrow Annual Report 2024 | 15

Financial Report

Contents

  • 42 Financial Statements

  • 17 Directors’ Report

  • 21 Auditor’s Independence Declaration

  • 46 Notes to the Consolidated Financial Statements

  • 22 Remuneration Report – Audited 79 Consolidated Entity Disclosure Statement

80 Directors’ Declaration

  • 81 Independent Auditor’s Report

  • 85 Shareholder Information

  • 87 Corporate Directory

16 | Acrow Annual Report 2024

Directors’ Report

For the year ending 30 June 2024

The Directors present their report, together with the Annual Financial Report for Acrow Limited (Acrow or the Company) and its controlled entities, for the year ended 30 June 2024, and the Auditor’s Report thereon.

This report has been prepared in accordance with the requirements of the Corporations Act 2001 and the information below forms part of this Directors’ Report:

DIRECTORS

The Directors of the Company at any time during or since the end of the financial year are:

  • Peter Lancken (Chairman)

  • Steven Boland (Chief Executive Officer)

  • David Moffat

  • Melanie Allibon

  • Laurie Lefcourt

Information on the current directors and shareholdings are presented in the Annual Report on pages 14 to 15 and pages 34 to 38 respectively. This information includes the qualifications, experience, and special responsibilities of each director.

DIRECTORS’ MEETINGS

The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year ending 30 June 2024 are:

Board of Remuneration Audit and Risk
Directors Nomination Committee committee
No. held
No. attended
No. held
No. attended
No. held
No. attended
Peter Lancken (Chairman)
11
Steven Boland (Chief Executive Ofcer)
11
David Mofat
11
Melanie Allibon
11
Laurie Lefcourt
11
11
1
1
11


11
1
1
11
1
1
11

4
4


4
4


4
4

COMPANY SECRETARY

Lee Tamplin was company secretary until 25th September 2023.

Max Crowley and Shelby Coleman were joint company secretaries of Acrow from 25th September 2023 to 25th March 2024. Shelby Coleman was sole company secretary from 25th March 2024.

Lee Tamplin was appointed company secretary with effect from 1st September 2024.

PRINCIPAL ACTIVITIES

Acrow operates in the Australian construction and industrial services sectors. The construction services work includes hiring formwork, falsework, scaffolding and screen equipment and undertaking sales of formwork and scaffolding related consumables. In the industrial services sector. Acrow also operates hire, sales and labour in the industrial services sector.

The formwork operation involves the supply of the temporary mould that supports concrete structures in their

construction, whilst falsework equipment is used to support suspended horizontal structures during construction. Acrow perimeter screens support the construction of civil infrastructure, commercial and residential projects, providing an edge protection and perimeter access solution for these structures.

The industrial services operation supplies an industrial labour service to compliment the scaffolding hire to the energy, industrial and mining sectors.

The smaller scaffolding operation supplies scaffolding equipment and access solutions to builders and building contractors when working at heights.

OPERATING AND FINANCIAL REVIEW

The Acrow business performed strongly for the 12 months to 30 June 2024.

The business strategy prioritised expansion of its Industrial Services division both organically and through acquisition which translated to a large increase in profit during the year. The construction services sector of the business continued to re-base towards the value added, highly engineered civil

Acrow Annual Report 2024 | 17

Directors’ Report (continued)

For the year ending 30 June 2024

formwork solutions market as well as an increased focus on equipment sales. In addition, it expanded its Jumpform business within construction services.

Financial performance:

The Company strengthened its position and continued its momentum in the 12 months to 30 June 2024. The Group continues its strategy of growing scale in engineered systems and services including industrial services both organically and through specific acquisitions and capital expenditure.

The business is continuing to grow in the value added, highly engineered civil formwork solutions including the expanded Jumpform business and Industrial Services markets.

For strategic and management decision-making purposes, non-IFRS measures are used, where non-operational and one-time expenses such as share-based payments, business acquisition-related restructuring, and process integration costs are excluded to present “underlying” profit measures. These adjustments aim to improve the comparability of financial results, enabling readers to concentrate on routine business activities and providing investors and stakeholders with a clearer view of everyday operations.

On an underlying basis, the key highlights for the year included:

  • Group revenue up 28% on prior comparative period (pcp) to $215.3m. This growth was driven by a robust trading performance, primarily from organic growth, with the Formwork division up 19% and the Industrial Services division up an impressive 78% on pcp.

  • The Group continues to enhance its recurring revenue through the Industrial Services division, which accounted for 33% of total group revenue. The acquisition of MI Scaffold contributed for eight months, while Benchmark Scaffold added four months of revenue.

  • Sales contribution of $133.8m, up 28%, with 71% of uplift generated from increased equipment hire. Margins across all divisions were up, with group margin steady at 62.1%, due to increased Industrial Services contribution.

  • Overhead costs increased 15%, due to increased activity levels. 73% of the growth in sales contribution found its way to the EBITDA. Expected credit loss expense declined by $1m to $2m.

  • Underlying EBITDA of $74.6m, up 40%, with EBITDA margin up 3.1 ppts to 34.7%, resulting from benefits associated with scaling operations.

  • Underlying NPAT increased 8% to $33.0 million, despite an effective tax rate of 30%, compared to 8% in FY23.

  • Underlying Earnings Per Share decreased by 1% to 11.5 cents, influenced by the higher effective tax rate and increased share capital.

  • Full year dividend per share up from 4.40 cents per share to 5.85 cents per share, fully franked.

  • Return on Equity (ROE) decreased by 6 ppts to 27.1%, due predominantly to the higher effective tax rate. On a like-for-like tax basis, ROE increased from 25.0%.

Financial position:

  • Net Current Assets: There was a significant improvement in net current assets, increasing from $5.7 million to $13.7 million. This improvement reflects a stronger liquidity position, with the company better equipped to meet its short-term obligations.

  • Net Debt: Net debt increased from $46.4 million in 2023 to $68.6 million in 2024. This increase was primarily due to:

  • Significant capital expenditure of $40.2 million ($9.8m being replacement of ex-hire gear) to foster growth in the infrastructure market by diversifying supply chains and product offerings, such as investing in new equipment like Acrow Deck and Jump Forms.

  • Asset acquisitions of $41.5 million, which were financed through a combination of cash, share issues and debt.

  • Net Gearing: The net gearing ratio (net debt / (net debt + equity)) increased from 31.1% to 32.7%. Net debt to EBITDA remains on par and unchanged from last year.

  • Property, Plant, and Equipment: The value of property, plant, and equipment increased from $131.6 million to $170.4 million. This increase was driven by capital expenditure and acquisitions, offset by depreciation and asset disposals.

  • Total Working Capital: Total working capital increased by $11.0 million to $50.6 million. This increase was due to:

  • An increase in trade receivables by $14.6 million, consistent with the rise in revenue.

  • An increase in inventories by $2.6 million.

  • An increase in prepayments and other assets by $0.5 million.

  • Offset by an increase in trade payables by $6.6 million.

  • Trade Receivables: The trade receivables turnover improved, with debtor days reducing from 60 days to 57 days (net of negotiated sales).

Operating results:

Refer to the Managing Director’s Report on pages 4 to 8 of this Annual Report.

DIVIDENDS

The Company paid a 2.70 cents fully franked dividend per share being a total of $7.35m for the financial year ending 30 June 2023 on 30 November 2023. Shares totalling 837,432 were issued under the Dividend Reinvestment Plan at $0.8406 including a 2.5% discount.

18 | Acrow Annual Report 2024

The Company paid an interim 2.85 cents fully franked dividend per share being a total of $8.38m for the financial year ending 30 June 2024 on 31 May 2024. Shares totalling 633,826 were issued under the Dividend Reinvestment Plan at $1.1445 per share including a 2.5% discount.

Subsequent to balance date, the Directors declared a dividend of 3.0 cents per share, fully franked on 21 August 2024 to be paid on 29 November 2024. The dividend has not been provided for in this financial report.

ENVIRONMENTAL REGULATIONS

Acrow’s operations are not subject to significant environmental regulations under the Commonwealth of Australia and State/Territory legislation. The Board believes that Acrow has adequate systems in place to manage its environmental responsibilities and is not aware of any breach of regulations.

Prior to the disposal of Noble Mineral Resources Ghana Limited, the Group was also subject to environmental regulation in respect of its exploration activities in Ghana but not aware of any breach of those regulations.

NO OFFICERS ARE FORMER AUDITORS

No officer of the Company has been a partner in an audit firm, or a director of an audit company, that is an auditor of the Company during the year or was such a partner or Director at a time when the audit firm or the audit company undertook an audit of the Company.

NON-AUDIT SERVICES

All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Committee to ensure that they do not impact the integrity and objectivity of the auditor.

All the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s

own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.

Details of the amounts paid or payable to the auditor of the Group, Grant Thornton and their related practices for audit and non-audit services during the year are set in note 27.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the Group’s state of affairs.

REMUNERATION REPORT

The remunerations report forms part of the directors’ report and can be found on pages 22 to 41. It has been audited in accordance with section 300A of the Corporations Act.

SHARE RIGHTS

At the date of this report, Acrow had no share options outstanding relating to grants of deferred equity to employees under the previous Long-Term Incentive Plan. The last 300,000 units vested and exercised during 2024.

8,677,881 Performance Rights were issued during the year with vesting periods at the end of the financial years 2024, 2025 and 2026. If the vesting conditions are met each Performance Right can be exercised into one Fully Paid Ordinary Share at the holder’s discretion until the expiry date of 30 December 2038. The Performance Rights were issued to executives and senior managers of the Company under the Company’s Rights Plan and form part of the new Long Term Variable Remuneration (LTVR) of the employees. Performance Rights issued to KMP’s are included in this balance.

5,404,102 Performance Rights vested during the year after meeting vesting criteria for the measurement period to 30 June 2023 and 6,250,025 (including carried forward vested but unexercised) units were exercised into ordinary shares. This includes KMP Performance Rights detailed above.

Balance of outstanding rights and options as at year end:

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----- Start of picture text -----

||||
|---|---|---|
|Quantity|
|outstanding|Expiry date|
|–|
|Options|Not applicable|
|Performance rights|14,930,881|31 July 2035 to 20 December 2038|

----- End of picture text -----

For further details, refer to note 24 of this Annual Report.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

For information about likely developments and expected results in the operations of the Company, refer to the Chairman’s and Managing Director’s Reports on pages 2 to 8 of this Annual Report.

Acrow Annual Report 2024 | 19

Directors’ Report (continued)

For the year ending 30 June 2024

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the terms of Article 35 of the Company’s Constitution, and to the extent permitted by law, the Company has indemnified the directors of the Company named in this Directors’ report, the Company Secretaries, and other persons concerned in or taking part in the management of Acrow. The indemnity applies when persons are acting in their capacity as officers of the Company in respect of:

  • Liability to third parties (other than the Company or related bodies corporate), if the relevant officer has acted in good faith; and

  • Costs and expenses of successfully defending legal proceedings in which relief under the Corporations Act 2001 is granted to the relevant officer.

The Group has not made any indemnity payment during the year.

INSURANCE PREMIUMS

During the financial year, the Company paid a premium of $181,659 excluding GST for Directors’ and Officers’ Liability Insurance policy. The insurance provides cover for the Directors named in this Directors’ Report, the Company Secretary, and officers and former Directors and officers of the Company. The insurance also provides cover for present and former Directors and officers of other companies in the Group.

CORPORATE GOVERNANCE STATEMENT

This statement outlines the main corporate governance practices in place throughout the financial year and can be referred to on the Acrow Group website: https://www.acrow.com.au/investors/.

EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

On 21 August 2024 the Directors declared a 100% franked dividend of 3.0 cents per share to be paid on 29 November 2024. Dividend Reinvestment Plan is available for election. The dividend has not been provided for in this financial report as it was not declared until after 30 June 2024.

Other than the above events, there has not otherwise arisen between 30 June 2024 and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Group, to affect significantly the operations of the Group, the results of those operations, or the state of the affairs of the Group in future financial years.

ROUNDING OF AMOUNTS

Acrow Limited is a company of the kind referred to in the Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016 and in accordance with that Legislative Instrument, amounts in the Consolidated Financial Statements and this Directors’ Report have been rounded off to the nearest dollar, unless stated otherwise.

LEAD AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration made under section 307C of the Corporations Act 2001 is set out on page 21 of the Annual Report and forms part of the Directors’ Report for the financial year ended 30 June 2024.

Signed in accordance with a resolution of the Directors:

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Peter Lancken Chairman Sydney, 27 September 2024

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Steven Boland

Director, Chief Executive Officer Sydney, 27 September 2024

20 | Acrow Annual Report 2024

Auditor’s Independence Declaration

For the year ending 30 June 2024

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Grant Thornton Audit Pty Ltd Level 17 383 Kent Street Sydney NSW 2000 Locked Bag Q800 Queen Victoria Building NSW 1230 T +61 2 8297 2400

Auditor’s Independence Declaration

To the Directors of Acrow Limited

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the audit of Acrow Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been:

  • a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

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Grant Thornton Audit Pty Ltd Chartered Accountants

==> picture [131 x 38] intentionally omitted <==

N P Smietana

Partner – Audit & Assurance

Sydney, 27 September 2024

www.grantthornton.com.au

ACN-130 913 594

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.

Acrow Annual Report 2024 | 21

Remuneration Report – Audited

For the year ending 30 June 2024

1. Letter from the Chair of the Remuneration Committee

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Remuneration Report of Acrow Limited for the financial year ending 2024. This report outlines our approach to executive remuneration, detailing the policies and practices that underpin our compensation framework, and how these align with the long-term interests of our shareholders.

As a company listed on the Australian Stock Exchange (ASX), we are committed to maintaining the highest standards of transparency and accountability. Our remuneration strategy is designed to attract, retain, and motivate talented individuals who are essential to driving the company’s success. We believe that a well-structured remuneration framework is crucial in fostering a performance-oriented culture that aligns with our strategic objectives and delivers sustainable value to our shareholders.

This year, we have undertaken a comprehensive review of our remuneration policies to ensure they remain competitive and aligned with market best practices. We have also considered feedback from our shareholders and other stakeholders to refine our approach and enhance the clarity and effectiveness of our remuneration disclosures. To this end, we engage with specialised remuneration advisors and major shareholders as part of this process.

The report provides detailed information on the remuneration of our key management personnel, including the fixed and variable components of their compensation, performance metrics, and the alignment of their incentives with the company’s performance. We are confident that our remuneration framework supports our goal of creating long-term value for our shareholders while ensuring that our executives are rewarded fairly and appropriately for their contributions.

We appreciate your continued support and look forward to engaging with you on this important aspect of our corporate governance.

Melanie Allibon

Independent Non-Executive Director Chair of the Remuneration Committee

2. Scope of the Remuneration Report and Individuals Classed as KMP

The Remuneration Report sets out the prescribed key management personnel (KMP) remuneration information and details in accordance with section 300A of the Corporations Act and associated regulations, including policies, procedures, governance, and factual practices as required.

In addition, Acrow Limited (Acrow, the Company) has decided to set out such further information as shareholders may require for them to obtain an accurate and complete

understanding of the Company’s approach to the remuneration of KMP.

KMP are the non-executive directors, the executive directors and employees who have authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly during any part of the financial year. On that basis, the following roles/ individuals are addressed in this report:

Non-executive Directors (NEDs)

  • Mr Peter Lancken, independent non-executive Chairman since 27 March 2018.

  • Mr David Moffat, independent non-executive director since 19 September 2019.

  • Ms Melanie Allibon, independent non-executive director from 1 September 2021 and Chair of Remuneration Committee.

  • Ms Laurie Lefcourt, independent non-executive director since 1 October 2021 and Chair of Audit & Risk Committee.

Senior Executives Classified as KMP During the Reporting Period

  • Mr Steven Boland, Chief Executive Officer (CEO) & Executive Director since 27 March 2018.

  • Mr Andrew Crowther Chief Financial Officer (CFO) since 8 July 2019.

3. Context of KMP Remuneration for FY2024 and into FY2025 – unaudited

3.1 Context for Remuneration Governance during FY2024

The KMP remuneration structures that appear in this report are largely those that prevailed over FY2024, as is required by regulation, but also address expectations for FY2025 to FY 2026, to some extent.

The Board has further developed remuneration governance, policies and practices applied to KMP of the Company, as well as other employees as the business has and continues to mature. The following outlines important context for the decisions that were made in relation to remuneration for/ during FY2024, the outcomes of which are presented in this report.

  • A total of 8,677,881 performance rights were issued in FY2024, including 1,229,568 units to Steven Boland (CEO) and 483,703 units to Andrew Crowther for 2025 and 2026 plans; and 6,964,610 units to Senior Managers for 2024, 2025 and 2026 plans. The issues have three-year measurement periods.

  • The Company is focussed on delivering value for shareholders by executing on strategy including:

  • Being the leading engineered formwork sales and hire equipment solutions provider in Australia including expanding its Jumpform presence

22 | Acrow Annual Report 2024

  • Become the leading engineered solutions provider to the Australian Industrial Services market

  • Concentrating on profitable organic growth

  • Actively pursuing strategically sensible acquisitions in the industrial services sector to accelerate profitable growth

  • Target high ROI organic growth opportunities across all states.

4. Overview of Acrow’s Remuneration Governance Framework & Strategy

4.1 Transparency and Engagement

The Company seeks input regarding the governance of KMP remuneration from a wide range of sources, including:

  • Shareholders and other stakeholders,

  • Remuneration Committee Members,

  • External remuneration consultants (ERCs),

  • Other experts and professionals such as tax advisors and lawyers, and

  • Company management to understand roles and issues facing the Company.

The following outlines a summary of Acrow’s Remuneration Framework, including policies and practices to the extent developed. Shareholders can access a number of the related documents by visiting the investors portal on the Company website www.acrow.com.au. It is recommended that shareholders, proxy advisors and other interested parties consider all the available information.

4.2 Remuneration Committee Charter

The Remuneration Committee Charter (the Charter) governs the operation of the Remuneration Committee (the Committee). It sets out the Committee’s role and responsibilities, composition, structure and membership requirements. The purpose of the Committee is to assist the Board by:

  • Establishing appropriate processes regarding the review of the performance of directors, committees and the Board, and implementing them,

  • Reviewing and making recommendations to the Board in relation to the remuneration packages of Senior Executives and non-executive directors, equity-based incentive plans and other employee benefit programs,

  • Developing policies, procedures and practices that will allow the Company to attract, retain and motivate high calibre executives, and

  • Ensuring a framework for a clear relationship between key executive performance and remuneration.

The Committee has the authority to obtain outside legal or other professional advice or assistance on any matters within its terms of reference.

Acrow recognises the importance of ensuring that any recommendations given to the Committee provided by remuneration consultants are provided independently of those to whom the recommendations relate. Further information about the parameters under which external remuneration consultants are engaged is provided below.

4.3 Senior Executive Remuneration Policy

The Company’s senior executive remuneration policy may be summarised as follows:

  • Remuneration for senior executives should be composed of:

  • Fixed Package inclusive of superannuation, allowances, benefits and any applicable fringe benefits,

  • Variable remuneration which is at-risk, creating opportunity for the Company to pay less than the potential variable remuneration when performance expectations have not been met, and which is partly an incentive to reward executives for meeting or exceeding expectations, including:

    • Short-term Incentive (STI) or Bonus opportunity which provides a reward for performance against annual objectives, and

    • Long Term Variable Remuneration (LTVR) which provides an equity-based reward for performance against indicators of shareholder benefit or value creation, over a multi-year period, and

  • In total the sum of the elements will constitute a total remuneration package (TRP).

  • Both internal relativities and external market factors should be considered,

  • Total remuneration packages (TRPs, which include Fixed Package and incentives) should be structured with reference to market practices, the practices of competitors for talent, and the circumstances of the Company at the time,

  • Remuneration will be managed within a range to allow for the recognition of individual differences such as the calibre of the incumbent and the competency with which they fulfil a role (a range of +/- 20% is specified in line with common market practices), and

  • Termination benefits will generally be limited to the default amount allowed for under the Corporations Act (without shareholder approval).

Changes to remuneration resulting from annual reviews are generally to be determined in relation to:

  • external benchmarking, and/or market movements,

  • whether current remuneration for the incumbent is above or below the policy midpoint/benchmark – those below the midpoint will tend to receive higher increases,

Acrow Annual Report 2024 | 23

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

  • the competence of the incumbent in fulfilling their role which determines their positioning within the policy range – higher calibre incumbents are intended to be positioned higher in the range, and

  • any changes to internal relativities related to role/ organisation design that have occurred since the previous review.

4.4 Non-executive Director Remuneration Policy

The Non-executive Director remuneration policy applies to non-executive directors (NEDs) of the Company in their capacity as directors and as members of committees, and may be summarised as follows:

  • Remuneration may be composed of:

  • Board fees,

  • Committee fees,

  • Superannuation,

  • Other benefits, and

  • Equity (if appropriate at the time)

  • Remuneration will be managed within the aggregate fee limit (AFL) or fee pool approved by shareholders of the Company, noting that equity does not count towards the AFL unless cash remuneration is sacrificed for a grant of equity, refer section 9,

  • The Board may seek adjustment to the AFL in the case of the appointment of additional NEDs, or should the AFL become insufficient to attract or retain the appropriate calibre of NEDs,

  • Committee fees may be used to recognise additional contributions to the work of the Board by members of committees in circumstances that the workload of the Board is not equally shared, and

  • The Board Chair fee will be set as a multiple of the fees payable to other NEDs, in recognition of the additional workload associated with this role.

4.5 Short-Term Incentive Policy

The short-term incentive policy of the Company is that an annual component of executive remuneration should be at-risk and allow the Company to modulate the cost of employment to align with individual and Company performance while motivating value creation for shareholders:

  • The STI should be paid in cash and deferral should not apply since there is a separate component of remuneration (the LTVR) which is intended to address long term outcomes,

  • Non-executive directors are excluded from participation,

  • A termination of employment will trigger a forfeiture of some or all of unearned STI entitlements depending upon the circumstances of the termination. The Board retains discretion to trigger or accelerate payment or vesting of incentives provided the limitation on termination benefits as outlined in the Corporations Act are not breached, and

  • Short-term awards are linked to the main drivers of value creation at the Group, business unit or individual level, as may be appropriate to the role and subject to Board decision.

  • Remuneration should be reviewed annually,

4.6 Long-Term Incentive Policy

The long-term incentive policy of the Company is that a component of remuneration of executives should be at-risk and linked to equity in the Company to ensure that the interests of executives are aligned with those of shareholders, and share risk with shareholders:

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan Rules, Ofers and Comments
Purpose The LTVR Plan’s purpose is to provide an element of at-risk remuneration that constitutes
part of a market competitive total remuneration package and aims to ensure that Senior
Executives have commonly shared goals related to producing relatively high returns for
Shareholders. Other purposes of the LTVR Plan are to assist Senior Executives to become
Shareholders, provide a component of remuneration to enable the Company to compete
efectively for the calibre of talent required for it to be successful and to help retain
employees, thereby minimising turnover and stabilising the workforce such that in periods
of poor performance the cost is lesser (applies to non-market measures under AASB2).
As at balance date, the Company had Performance Rights only for the purposes of
the LTVR.

24 | Acrow Annual Report 2024

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan Rules, Ofers and Comments
Form of Equity The current plan in operation at balance date includes the ability to grant the following
Rights to Eligible Employees which include the Managing Director and employees as
nominated by the Board:
●Share Awards,
●Performance Rights, which are subject to performance related vesting conditions, and
which may be settled upon exercise by new issues or on market purchase of ordinary
fully paid Shares,
●Options, which are subject to an exercise price, and which typically have no intrinsic
value when granted (exercise price is around the Share price), creating an incentive
to increase Share price and grow shareholder value. The Options may be settled as
“Cashless Exercise” in which case on exercise of the Options the Company will only allot
and issue or transfer that number of Plan Shares to the Participant that are equal in
value to the diference between the Exercise Price otherwise payable in relation to the
Options and the then market value of the Plan Shares as at the time of the exercise.
Options may also be subject to performance related vesting conditions, and
No dividends accrue to unvested Rights or Options, and no voting rights are attached.
Plan Limit Unless prior Shareholder Approval is obtained, the number of Awards which may be
granted under this Plan (assuming all Options and Performance Rights were exercised)
must not at any time exceed in aggregate 10% of the total Issued Capital of the Company
at the date of any proposed new Awards.
LTI Value The Board retains discretion to determine the LTVR to be ofered each year. The Board may
also seek shareholder approval for grants to Directors at its discretion.
FY2024 Invitations
Steven Boland (CEO) was granted 1,229,568 performance rights over four tranches with a
total fair value of $624,244. These have potential vestings in 2025 and 2026. Two years were
issued in 2024 due to a delay in the 2025 issue.
Andrew Crowther (CFO) was granted 483,703 performance rights over four tranches with a
total fair value of $246,436. These have potential vestings in 2025 and 2026. Two years were
issued in 2024 due to a delay in the 2025 issue.
Eligible senior employees were granted 6,964,610 performance rights over six tranches with
a total fair value of $3,701,915. These have potential vesting in 2024, 2025 and 2026.
Measurement Period Three-year Measurement Periods combined with annual grants will produce overlapping
cycles that will promote a focus on producing long term sustainable performance/value
improvement and mitigates the risk of manipulation and short-termism (continuous
improvement). Because of the timing of grants, the life of the Right may be less than 3 years
at times, however this does not impact the Measurement Period over which performance
is measured.
Performance, Vesting and The Board has discretion to set Vesting, Performance and Forfeiture Conditions and for
Forfeiture Conditions each Invitation. When such conditions are not met, the entitlement lapses.
FY2024 Invitations
Except as indicated below, a participant must remain employed by the Company during
the Measurement Period and the performance conditions must be satisfed for LTVR
to vest.
Retesting Retesting is not contemplated under the Plan Rules.

Acrow Annual Report 2024 | 25

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan Rules, Ofers and Comments
Amount Payable for Grants The target value of LTVR is included in assessments of remuneration benchmarking and
policy positioning. No amount is payable by participants for grants of Performance
Rights. An Acquisition Price will apply in respect of grants of Loan Funded Shares (with an
accompanying loan) and may also apply to grants of Share Awards, which may or may not
have Vesting Conditions. Any loan must be repaid prior to the end of the Loan Term, up to
the Market Value of the Loan Funded Shares (non-recourse).
Exercise of Grants Participants will be required to submit an Exercise Notice in respect of Performance Rights
and Options, in order to convert them to Shares, as well as the payment of the Exercise
Price in respect of each Option exercised. No amount is payable on the exercise of
Performance Rights.
Disposal Restrictions etc. Options and/or Performance Rights granted under this Plan may not be assigned,
transferred, encumbered with a Security Interest in or over them, or otherwise disposed of
by a Participant, unless the consent of the Board is obtained, or due to the force of law in
the case of the death of a Participant. The Board has discretion to determine the disposal
restrictions attaching to Share Awards, Loan Funded Shares or Plan Shares (resulting from
vesting and exercise of grants) as part of the Invitation terms.
Cessation of Employment In the event of cessation of employment in the circumstances of a “Bad Leaver”
(resignation or termination for cause), all unvested entitlements will be forfeited. In other
circumstances, the treatment of unvested awards will be dealt with as determined by
the Board.
Change of Control of the If in the opinion of the Board a change of control event has occurred, or is likely to occur;
Company (CoC) a) Performance Rights granted will vest to the extent that the performance period has
elapsed, and to the extent performance conditions have been met (may involve a
pro-rata calculation), with the remainder lapsing,
b) Options may be subject to accelerated vesting in the sole discretion of the Board, and
c) Share Awards or Loan Funded Shares which do not vest will automatically be
surrendered by the Participant, and any that do not lapse, and which are subject to
an outstanding loan will be subject to the requirement of the loan being repaid by the
date of the CoC.
Fraudulent or Dishonest If the Board takes the view that a Participant has acted fraudulently, dishonestly, or wilfully
Actions breaches their duties to the Group, the Board has discretion to determine that unvested or
unexercised awards are forfeited.
  • The LTVR should be based on Performance Rights or Options (which may include Loan Funded Shares arrangements) that produce a benefit for Participants when performance objectives are met (which may include increasing Share price),

  • The measurement period for long term incentives should be at least two years,

  • A termination of employment will trigger a forfeiture of some, or all of the long-term incentives held by an executive in respect of which performance conditions and hurdles have not yet been met, depending upon the circumstances of the termination. The Board retains discretion to trigger or accelerate payment or vesting of incentives provided the limitation on termination benefits as outlined in the Corporations Act are not breached.

4.7 Securities Trading Policy

The Company’s Securities Trading Policy applies to Directors and executives classified as KMP (including their relatives and associates), those employees working closely with KMP, employees nominated by the Board, or any other employee holding inside information. It sets out the guidelines for dealing in any type of Company Securities by persons covered by the policy, and the requirement for the Company to be notified within 2 business days of any dealing. It also summarises the law relating to insider trading which always applies to everyone. Under the current policy, those covered by the policy may not trade during a “blackout period” or when they hold inside information (subject to exceptional circumstances arrangements, see the policy on the Company website). The following periods in a year are “blackout periods” as defined in the policy:

26 | Acrow Annual Report 2024

  • From the half year balance date until 24 hours following the release of the Company’s half year results,

  • From the financial year balance date until 24 hours following the release of the Company’s preliminary full year results (Appendix 4E),

  • Within 24 hours of release of price sensitive information to the market, and

  • another date as declared by the Board (“ad-hoc”).

4.8 Executive Remuneration Engagement Policy and Procedure

The Company has adopted an executive remuneration engagement policy and procedure to manage the interactions between the Company and external remuneration consultants, to ensure their independence and that the Remuneration Committee will have clarity regarding the extent of any interactions between management and the external remuneration consultants. This policy enables the Board to state with confidence whether the advice received has been independent, and why that view is held. The Policy states that external remuneration consultants are to be approved and engaged by the Board before any advice is received, and that such advice may only be provided to a non-executive director. Interactions between management and the external remuneration consultants must be approved and will be overseen by the Remuneration Committee when appropriate. Refer to section 13.

4.9 Variable Executive Remuneration – The Short-Term Incentive Bonus Plan

Short-term Incentive Plan (STIP)

Aspect Plan, Ofers and Comments
Purpose The short-term incentive bonus plan’s purpose is to give efect to an element of
remuneration. This element of remuneration reinforces a performance focussed culture,
encourages teamwork and co-operation among executive team members and maintains
a stable executive team by helping retain key talent. These objectives aim to be achieved
by a simple plan that rewards participants for their performance during a 12-month period.
Measurement Period The Company’s fnancial year (12 months). For the year ended 30 June 2024, the
measurement period was from 1 July 2023 to 30 June 2024.
Award Opportunities The CEO was ofered an opportunity of up to 40% of Fixed Package which is based on
achieving a range of measurable KPI’s which are predominately based on achieving Proft
before Tax targets and strategic goals and meeting safety standards. For other KMP
Executives, their individual KPI’s are determined by the CEO in collaboration with the Board.
Performance Assessments Performance assessments are undertaken by the CEO in relation to other Senior Executives
and Award Outcomes who then make recommendations to the Board, and by the Board in relation to the CEO.
The Board has discretion to vary the recommendations of the CEO in determining fnal
award outcomes.
Award Payment Assessments and award determinations are performed following the end of the
Measurement Period and the auditing of Company accounts. Awards will generally be paid
in cash in the September following the end of the Measurement Period. They are to be paid
through payroll with PAYG tax deducted as appropriate. There are limited situations where
awards may be satisfed through the issue of equity. Deferral has not been introduced due
to the mix of short-term and long-term incentives being appropriately weighted.
Cessation of Employment In the event of cessation of employment due to dismissal for cause, all entitlements in
During a Measurement relation to the Measurement Period are forfeited.
Period In the event of cessation of employment due to resignation, all entitlements in relation to
the Measurement Period are forfeited, unless the termination is classifed as “good leaver”
in the discretion of the Board, in which case the Board may make an award at the time of
the termination, or assess outcomes at the normal time, following the termination.
Change of Control In the event of a Change of Control including a takeover, the Board has discretion
regarding the treatment of short-term incentive bonus opportunities.
Fraud, Gross Misconduct etc. If the Board forms the view that a Participant has committed fraud, defalcation or gross
misconduct in relation to the Company then all entitlements in relation to the Measurement
Period will be forfeited by that participant.

Acrow Annual Report 2024 | 27

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

4.10 Variable Executive Remuneration – Long Term Variable Remuneration Plan (LTVR) – Performance Rights

The LTVR plan is an annual performance rights plan to which selected executives and KMP are invited to participate at the Board’s discretion. The Company currently has three LTVR plans running which share the same method but differ slightly in their hurdles and vesting criteria detailed in the table below. All of the 2024, 2025 and 2026 plans were granted in the form of performance rights directly linked to the performance of the Company, the returns generated, and relative increases in shareholder wealth. This structure was used to ensure appropriate alignment to shareholder value over a specified timeframe.

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan, Ofers and Comments
Instrument Performance rights being a right to receive a share subject to performance and
vesting conditions.
Purpose To motivate executives to achieve the long-term performance targets.
Plan limit Performance rights issued to CEO and senior executives for 2024, 2025 and 2026 rely on
Corporations Act Section 708 relief – “Senior Managers”.
LTVR Value The Board retains discretion to determine the LTVR to be ofered each year
2023 plan vested
The measurement period of the 2023 plan fnished on 30 June 2023. The performance
outcome resulted in 100% of the rights on issue vesting, which amounted to a total of
5,404,102 units vested in FY2024; all but 286,326 being exercised into ordinary shares as at
the date of this report. The KMP vestings are below:
KMP Steven Boland vested 1,074,294 rights and subsequently exercised into shares.
KMP Andrew Crowther vested 418,664 rights and subsequently exercised into shares.
2024 plan Invitations
A total of 6,038,995 performance rights were granted in FY2023 to the 2024 plan.
KMP Steven Boland has been issued 1,074,294 performance rights in this plan with a total
fair value of $567,261.
KMP Andrew Crowther has been issued 426,426 performance rights in this plan with a total
fair value of $172,576.
2025 plan Invitations

A total of 4,159,690 performance rights were granted in FY2024 to the 2025 plan. KMP Steven Boland has been issued 641,968 performance rights in this plan with a total fair value of $442,235. KMP Andrew Crowther has been issued 254,821 performance rights in this plan with a total fair value of $175,539. 2026 plan Invitations

2026 plan Invitations
A total of 3,870,764 performance rights were granted in FY2024 to the 2026 plan.
KMP Steven Boland has been issued 587,600 performance rights in this plan with a total fair
value of $182,009.
KMP Andrew Crowther has been issued 228,882 performance rights in this plan with a total
fair value of $70,896.
Dividends No dividends are paid or accrued on unvested awards.

28 | Acrow Annual Report 2024

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan, Ofers and Comments
Tranches 2024 to 2026 Plans:
– 50% issue measured on Earnings per share (EPS) criteria specifcally “NPAT / Weighted
average number of shares on issue”
– 50% issue measured on Total Shareholder return (TSR) criteria. This compares the share
price and dividends through the measurement period to the ASX small industrials index.
Performance hurdles The vesting of the TSR Performance Rights will be determined by reference to the following
scale, in relation to the Measurement Period:
Company’s Annulised TSR Compared
to the Annualised TSR of the ASX % of Tranche
Performance Level
Small Industrials Total Return Index
Vesting
Stretch & Above
Index TSR + 160% TSR CAGR
100%
Between Target and Stretch
> 130% Index TSR,
< 160% TSR CAGR
Pro-rata
Target
130% Index TSR
50%
Between Threshold and Target
> Index TSR, < 130% TSR CAGR
Pro-rata
Threshold
Index TSR
0%
Below Threshold
< Index TSR
0%

TSR is the sum of Share price appreciation and dividends (assumed to be reinvested in Shares) during the Measurement Period. It is annualised for the purposes of the above vesting scale. CAGR is Compound Annual Growth Rate. The Company’s annualised TSR will be compared with the annualised TSR of the Index.

The vesting of EPS Performance Rights will be determined by reference to the following scale, in relation to the Measurement Period:

==> picture [377 x 118] intentionally omitted <==

----- Start of picture text -----

% of Tranche
Performance Level Earnings Per Share (EPS) CAGR Vesting
Stretch & Above 25% 100%
Between Target and Stretch > 15%, < 25% Pro-rata
Target 15% 50%
Between Threshold and Target > 10%, < 15% Pro-rata
Threshold 10% 0%
Below Threshold < 10% 0%
----- End of picture text -----

EPS growth will be calculated as the CAGR required for the EPS in the year immediately prior to the commencement of the Measurement Period to equal the EPS achieved in the final year of the Measurement Period. The EPS will be calculated as follows for each year of the calculation:

Acrow Annual Report 2024 | 29

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

Long Term Variable Remuneration Plan (LTVR)

Aspect Plan, Ofers and Comments
Performance hurdles NPAT EPS ÷ Time Weighted Average Issued Shares
(continued) ●NPAT in any period relating to the plan will be signed of by the Board. This will also
include “base” capex budgeted to achieve the budgeted NPAT.
●Any capex acquired above budget will require the target NPAT adjusted for the relevant
measurement years at a required return of 40% weighted post tax for the time available
(i.e. above budget capex 40% return time available during year).
●If any M&A activity occurs, the NPAT will be adjusted in consultation with the Board.
●The Board has discretion regarding whether or not to approve adjustments relating to
NPAT at each measurement period.
At the start of 2024, Andrew Crowther held 300,000 units of options with an exercise price
of 40 cents per unit. During the year, these options vested and were converted through a
cashless exercise into 166,071 units of ordinary shares. There are no remaining outstanding
options for him or the Group.
Gateway TSR and EPS Performance Rights are not subject to a gate, however, vesting above Target
in any years will be subject to the Boards discretionary approval.
Measurement Period and 2024 plan:1 July 2021 to 30 June 2024 (3 years)
vesting dates 2025 plan:1 July 2022 to 30 June 2025 (3 years)
2026 plan:1 July 2023 to 30 June 2026 (3 years)
Each grant is tested on the grant performance hurdles criteria at the end of the
measurement period.
Vesting for each successful tranche occurs only after the signed audited fnancial
statements are lodged with the Australian Stock Exchange relevant to each plan.
Retesting Retesting is not contemplated under the Plan Rules.
Amount payable for grants No amount is payable by participants for grants of Performance Rights.
Exercise of Grants Participants will be required to submit an Exercise Notice in respect of vested performance
rights in order to convert them to Shares. Each Right has a Term of 15 years from the Grant
Date and if not exercised within that Term the Rights will lapse.
Performance Assessments At the end of each performance period, the Remuneration and Nomination Committee
and Award Outcomes assesses the relevant performance measures and determines the extent to which the
awards should vest. Payment is made by the issuing or transfer of shares.
Cessation of Employment In the event of cessation of employment due to dismissal for cause, all entitlements in
During a Measurement relation to the Measurement Period are forfeited.
Period In the event of cessation of employment due to resignation, all entitlements in relation to
the Measurement Period are forfeited, unless the termination is classifed as “good leaver”
in the discretion of the Board, in which case the Board may make an award at the time of
the termination, or assess outcomes at the normal time, following the termination.
Change of Control If a change of control occurs prior to the vesting of an award, then the Board may
determine in its absolute discretion whether all or some of a participant’s unvested award
vest, lapse, is forfeited, or continues.

30 | Acrow Annual Report 2024

5. Proforma Executive Remuneration for FY2024 (non-statutory disclosure) – unaudited The disclosures required under the Corporations Act (including regulations) and prepared in accordance with applicable accounting standards, do not provide shareholders with an understanding of the intended remuneration in a given year. For example, the LTVR disclosed is not reflective of the remuneration opportunity for the year being reported on, due to the requirements of AASB2. Therefore, the following table is provided to ensure that shareholders have an accurate understanding of the Board’s intention regarding the remuneration offered to executives during FY2024. The values presented reflect the remuneration for a full year i.e. ignoring any part-year reporting impact.

Fixed Package LTVR Total Value of
Position Incumbent Year including Super1 Target STI2 Opportunity Package
Executive Director Steven Boland 2024 $632,350 $252,940 $567,261 $1,452,551
and Chief Executive
Ofcer
2023 $555,243 $221,053 $602,889 $1,379,185
Chief Financial Andrew Crowther 2024 $370,996 $111,299 $172,576 $654,871
Ofcer 2023 $337,355 $101,206 $209,104 $647,665

1 Package includes car allowance and superannuation.

2 With Steven Boland (CEO), STI is capped at 40% of his package; with Andrew Crowther (CFO) STI is capped at 30% of his package subject to achieving individual KPIs and performance targets.

Acrow Annual Report 2024 | 31

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

Position
Incumbent
Year
Fixed
Package
Including
Super1
Total STI Awarded Following Completion of
the Financial Year (cash)2
LTVR Value3
Total
Remuneration
Package (TRP)
Gains/Losses
on Vested LTI
from Change
in Value
During Vesting
Period4
Amount
Amount
Vested %
Forfeited %
Amount
Executive Director
and Chief Executive
Ofcer
Steven Boland
2024
$632,350
$214,500
85%
15%
$602,889
$1,449,739
$345,713
2023
$555,243
$160,000
72%
28%
$240,195
$955,438
$293,448
Chief Financial
Ofcer
Andrew Crowther
2024
$370,996
$67,800
61%
39%
$209,104
$647,900
$230,388
2023
$337,355
$75,570
75%
25%
$112,069
$524,994
$510,872
1 Package paid includes car allowance and superannuation.
2 This is the value of the total STI award calculated and payable in the next reporting year.
3 This is the value of LTIs that vested in the reporting year. For Steven Boland, 1,074,294 units of performance rights vested; and for Andrew Crowther, 300,000 units of options and 418,664 performance
rights vested in FY2024.
4 This is the number of LTI units that exercised in the reporting year, multiplied by the 5-day VWAP share price on the date of vesting less exercise price and the value of LTIs when granted.
Details regarding the assessments of performance that gave rise to the short-term incentive bonus outcomes for FY2024 are given below.

32 | Acrow Annual Report 2024

7. Performance Outcomes for FY2024

7.1 Company Performance

The following outlines the performance of the Company over the FY2016 and FY2024 period in accordance with the requirements of the Corporations Act:

Corporate Performance Measures

Short Term Change Short Term Change
in Shareholder Value
Over 1 Year
Proft/(loss) Change in Total
Dividend
(SP Increase + Dividends)
FY End Date Revenue after Tax Share Price Share Price per Share1 Amount %
30-Jun-24 $215,256,023 $25,559,299 $1.065 $0.285 $0.056 $0.341 44%
30-Jun-23 $168,494,966 $23,457,040 $0.780 $0.275 $0.032 $0.307 61%
30-Jun-22 $148,345,521 $15,694,168 $0.505 $0.130 $0.024 $0.154 41%
30-Jun-21 $105,743,523 $3,962,998 $0.375 $0.060 $0.018 $0.078 25%
30-Jun-20 $81,681,600 $3,013,023 $0.315 $0.015 $0.010 $0.025 8%

1 Dividends paid are the cash amount (post franking).

7.2 Links Between Performance and Reward Including STI and LTVR Determinations

The remuneration of executive KMP is intended to be composed of three parts as outlined earlier, being:

  • Fixed Package, which is not intended to vary with performance, but which tends to increase as the scale of the business increases (i.e. following success),

  • STI which is intended to vary with indicators of annual Company and individual performance, and

  • LTVR which is also intended to deliver a variable reward based on long-term measures of Company performance.

If STI is achieved, it is paid after the end of the financial period it related to. This level of potential award was considered appropriate under the STI process as it stood at the time, and strongly linked to performance.

Following the end of FY2024, reports on the Company’s activities during the year were prepared for the Board. The Board then assessed the extent to which expectations had been met or exceeded in relation to the Company and each role, to calculate the total award payable. This included assessed NPAT, underlying EBITDA and EPS growth.

7.3 Links Between Company Strategy and Remuneration

The Company intends to attract the superior talent required to successfully implement the Company’s strategies at a reasonable and appropriately variable cost by:

  • positioning Fixed Packages (the fixed element) around relevant market data benchmarks when they are undertaken, and

  • supplementing the Fixed Package with at-risk remuneration and incentives that motivate executive focus on:

  • short to mid-term objectives linked to the strategy via annual performance assessments, and

  • long term value creation for shareholders by linking a material component of remuneration to those factors that shareholders have expressed should be the long-term focus of executives and the Board, such as share price appreciation.

To the extent appropriate, the Company links strategic implementation and measures of success of the strategy, directly to incentives in the way that performance is assessed.

During the reporting period, grants of equity were made in relation to the LTVR scheme as part of remuneration for FY2024 but did not vest due to the presence of the long-term measurement period and vesting conditions that are yet to be completed/assessed.

Acrow Annual Report 2024 | 33

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

8.
KMP Equity
8.1
Number of equities granted as remuneration
Only selected employees have been granted performance rights under the long-term variable remuneration (LTVR) plan during the year, changes during the year and
the balance held at reporting date are as follows.
Executives:
FY2024
Name
Instrument
Number
Held at
1 July 2023
Granted FY 24
Forfeited
Vested and
Exercised
Vested and
Remaining
Unexercised
Purchase /
(Disposal)
Others
Number
Held at 30
June 2024
Number
Date
Granted
Number
Number
Number
Number
Number
Number
Number
Steven Boland
Performance
Rights
2,148,588
21-Aug-23 &
20-Dec-23
1,229,568

(1,074,294)



2,303,862
Unrestricted
Shares
5,813,474



1,074,294

(1,870,000)

5,017,768
Andrew
Crowther
Options
300,000


(133,929)
(166,071)




Performance
Rights
845,090
21-Aug-23 &
20-Dec-23
483,703

(418,664)



910,129
Unrestricted
Shares
1,006,652



584,735

(600,000)

991,387
TOTALS
10,113,804
1,713,271
(133,929)


(2,470,000)

9,223,146

34 | Acrow Annual Report 2024

Name
Instrument
Number
Held at
1 July 2022
Granted FY 23
Forfeited
Vested and
Exercised
Vested and
Remaining
Unexercised
Purchase /
(Disposal)
Others
Number
Held at 30
June 2023
Number
Date
Granted
Number
Number
Number
Number
Number
Number
Number
Steven Boland
Loan Shares
510,000



(510,000)




Performance
Rights
1,102,000
15-Nov-22
2,148,588
(34,713)
(1,067,287)



2,148,588
Unrestricted
Shares
4,524,562



1,577,287

(288,375)

5,813,474
Andrew
Crowther
Options
1,200,000


(436,894)
(463,106)



300,000
Performance
Rights
1,395,090


(17,325)
(532,675)



845,090
Unrestricted
Shares
260,574



995,781

(249,703)

1,006,652
TOTALS
8,992,226
2,148,588
(488,932)


(538,078)

10,113,804
NED’s:
No NED have been granted options in FY2024.
Name
Instrument
Number
Held at
1 July 2023
Granted FY 24
Forfeited
Vested and
Exercised
Vested and
Remaining
Unexercised
Purchase /
(Disposal)
Others
Number
Held at 30
June 2024
Number
Date
Granted
Number
Number
Number
Number
Number
Number
Number
Peter Lancken
Unrestricted
Shares
11,770,826




625,000

12,395,826
David Mofat
Unrestricted
Shares
416,208





25,000

441,208
Melanie Allibon
Unrestricted
Shares
200,000







200,000
Laurie Lefcourt
Unrestricted
Shares
10,000







10,000
TOTALS
12,397,034





650,000

13,047,034

Acrow Annual Report 2024 | 35

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

Name
Instrument
Number
Held at
1 July 2022
Granted FY 23
Forfeited
Vested and
Exercised
Vested and
Remaining
Unexercised
Purchase /
(Disposal)
Others
Number
Held at 30
June 2023
Number
Date
Granted
Number
Number
Number
Number
Number
Number
Number
Peter Lancken
Loan Shares
525,000



(525,000)




Unrestricted
Shares
11,112,493



525,000

133,333

11,770,826
David Mofat
Unrestricted
Shares
416,208







416,208
Melanie Allibon
Unrestricted
Shares
200,000







200,000
Laurie Lefcourt
Unrestricted
Shares
10,000







10,000
TOTALS
12,263,701





133,333

12,397,034

36 | Acrow Annual Report 2024

shown in the below table.
FY2024
2024 Equity Grants
Type
Grant Date
Expiry
Date
Fair Value
per Unit
Number
of units
Total Value
at Grant
Value
Expensed
in Previous
Years
Value
Expensed
in FY 24
Max Value
to be
Expensed
in Future
Years
Min Value
to be
Expensed
in Future
Years
Name
Role
Steven Boland
Executive
Director
and Chief
Executive
Ofcer
Performance
Rights
15-Nov-22
30-Jun-37
0.5608
537,147
$301,206
$301,206
$0
$0
$0
15-Nov-22
30-Jun-37
0.5616
537,147
$301,683
$301,683
$0
$0
$0
15-Nov-22
30-Jun-37
0.5228
537,147
$280,826
$107,500
$173,326
$0
$0
15-Nov-22
30-Jun-37
0.5333
537,147
$286,435
$109,647
$176,788
$0
$0
Performance
Rights
21-Aug-23
21-Aug-38
0.6292
320,984
$201,962
$0
$93,396
$108,566
$108,566
21-Aug-23
21-Aug-38
0.7485
320,984
$240,272
$0
$111,113
$129,159
$0
20-Dec-23
20-Dec-38
0.4813
293,800
$141,414
$0
$29,568
$111,846
$111,846
20-Dec-23
20-Dec-38
0.1382
293,800
$40,596
$0
$8,490
$32,106
Andrew
Crowther
Chief Financial
Ofcer
Options
16-Jul-19
16-Jul-24
0.0361
300,000
$10,843
$10,843
$0


16-Jul-19
16-Jul-24
0.0561
300,000
$16,816
$16,816



16-Jul-19
16-Jul-24
0.0710
300,000
$21,301
$21,301



16-Jul-19
16-Jul-24
0.0826
300,000
$24,782
$24,510
$272
$0
$0
Performance
Rights
01-Jun-22
30-Jun-37
0.4289
209,332
$89,788
$89,788
$0
$0
$0
01-Jun-22
30-Jun-37
0.4516
209,332
$94,534
$94,534
$0
$0
$0
01-Jun-22
30-Jun-37
0.3801
213,213
$81,034
$42,010
$39,024
$0
$0
01-Jun-22
30-Jun-37
0.4293
213,213
$91,542
$47,457
$44,085
$0

Performance
Rights
21-Aug-23
21-Aug-38
0.6292
127,411
$80,167
$0
$37,073
$43,094
$43,094
21-Aug-23
21-Aug-38
0.7485
127,410
$95,373
$0
$44,104
$51,269
$0
20-Dec-23
20-Dec-38
0.4813
114,441
$55,080
$0
$11,517
$43,563
$43,563
20-Dec-23
20-Dec-38
0.1382
114,441
$15,816
$0
$3,307
$12,509
TOTALS
5,906,949
$2,471,470
$1,167,295
$772,063
$532,112
$307,069

Acrow Annual Report 2024 | 37

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

2023 Equity Grants
Type
Grant Date
Expiry
Date
Fair Value
per Unit
Number
of units
Total Value
at Grant
Value
Expensed
in Previous
Years
Value
Expensed
in FY 24
Max Value
to be
Expensed
in Future
Years
Min Value
to be
Expensed
in Future
Years
Name
Role
Steven Boland
Executive
Director
and Chief
Executive
Ofcer
Loan Shares
27-Mar-18
27-Mar-23
0.1071
510,000
$54,621
$54,621



Performance
Rights
30-Nov-20
31-Jul-35
0.2321
275,500
$63,944
$63,944



30-Nov-20
31-Jul-35
0.2226
826,500
$183,979
$183,979
($7,727)


30-Nov-20
31-Jul-35
0.2352
275,500
$64,798




30-Nov-20
31-Jul-35
0.2181
826,500
$180,260
$108,156



Performance
Rights
15-Nov-22
30-Jun-37
0.5608
537,147
$301,206

$301,206


15-Nov-22
30-Jun-37
0.5616
537,147
$301,683

$301,683


15-Nov-22
30-Jun-37
0.5228
537,147
$280,826

$107,500
$173,326
$173,326
15-Nov-22
30-Jun-37
0.5333
537,147
$286,435

$109,647
$176,788
Andrew
Crowther
Chief Financial
Ofcer
Options
16-Jul-19
16-Jul-24
0.0361
300,000
$10,843
$10,843



16-Jul-19
16-Jul-24
0.0561
300,000
$16,816
$16,816



16-Jul-19
16-Jul-24
0.0710
300,000
$21,301
$20,990
$311


16-Jul-19
16-Jul-24
0.0826
300,000
$24,782
$18,319
$6,191
$271
$271
Performance
Rights
31-Jul-20
31-Jul-35
0.1727
137,500
$23,746
$23,746



31-Jul-20
31-Jul-35
0.1696
412,500
$69,960
$69,960
($2,938)


31-Jul-20
31-Jul-35
0.1744
137,500
$23,980




31-Jul-20
31-Jul-35
0.1668
412,500
$68,805
$41,283



Performance
Rights
01-Jun-22
30-Jun-37
0.4289
209,332
$89,788
$6,615
$83,173


01-Jun-22
30-Jun-37
0.4516
209,332
$94,534
$6,950
$87,584


01-Jun-22
30-Jun-37
0.3801
213,213
$81,034
$3,092
$38,918
$39,024
$39,024
01-Jun-22
30-Jun-37
0.4293
213,213
$91,542
$3,497
$43,961
$44,085
TOTALS
8,007,678
$2,334,883
$632,811
$1,069,509
$433,494
$212,621

38 | Acrow Annual Report 2024

implemented to ensure we continue to attract the highest talent in the Director pool.
The following table outlines the NED fee policy rates that were applicable since September 2023 year.
Director
Directors Fees/Executive Remuneration
Chairperson
$150,000
Other
$90,000
Chair of Audit & Risk Committee
Additional $12,000
Chair of Remuneration Committee
Additional $12,000
10.
Remuneration Records for FY2024 – Statutory Disclosures
10.1
Senior Executive Remuneration
The following table outlines the remuneration received and receivable by Senior Executives of the Company prepared according to statutory disclosure requirements
and applicable accounting standards:
FY2024
Name
Role
Short Term
Sub-total
Post
employ-
ment
Other long
term
Share based payments
Total
%
performance
based
Salary
STI
Non-cash
Rights
Options
Steven Boland
Executive Director
and Chief Executive
Ofcer
$604,951
$214,500
$20,942
$840,393
$27,399
$89,637
$592,681

$1,550,110
52%
Andrew
Crowther
Chief Financial
Ofcer
$343,597
$67,800
$512
$411,909
$27,399
$37,050
$179,110
$272
$655,739
38%
Total KMP
$948,548
$282,300
$21,454
$1,252,302
$54,798
$126,687
$771,791
$272
$2,205,849

Acrow Annual Report 2024 | 39

Remuneration Report – Audited (continued)

For the year ending 30 June 2024

Name
Role
Short Term
Sub-total
Post
employ-
ment
Other long
term
Share based payments
Total
%
performance
based
Salary
STI
Non-cash
Rights
Options
Steven Boland
Executive Director
and Chief Executive
Ofcer
$529,951
$160,000
$8,974
$698,925
$25,292
$65,559
$812,309

$1,602,085
61%
Andrew
Crowther
Chief Financial
Ofcer
$312,063
$75,570
$0
$387,633
$25,292
$45,180
$250,697
$6,502
$715,304
46%
Total KMP
$842,014
$235,570
$8,974
$1,086,558
$50,584
$110,739
$1,063,006
$6,502
$2,317,389
STI of $235,570 is for FY2023, payable in FY2024.
10.2
NED Remuneration
Remuneration received by non-executive directors in FY2024 and FY2023 are disclosed below:
FY2024
Name
Role
Short Term
Share based payments
Total
%
performance
based
Board Fees
Rights
Options
Peter Lancken
Chairman
$147,667


$147,667
David Mofat
Independent NED
$88,333


$88,333
Melanie Allibon
Independent NED
$100,000


$100,000
Laurie Lefcourt
Independent NED
$100,000


$100,000
Total KMP
$436,000


$436,000
FY2023
Name
Role
Short Term
Share based payments
Total
%
performance
based
Board Fees
Rights
Options
Peter Lancken
Chairman
$135,993


$135,993
David Mofat
Independent NED
$80,000


$80,000
Melanie Allibon
Independent NED
$90,000


$90,000
Laurie Lefcourt
Independent NED
$90,000


$90,000
Total KMP
$395,993


$395,992

40 | Acrow Annual Report 2024

Employment Terms for Key Management Personnel

10.3 Service Agreements

A summary of contract terms in relation to executive KMP is presented below:

Period of Notice Period of Notice Period of Notice
Position Held at Close Employing Duration of From Termination
Name of FY22 Company Contract Company From KMP Payments
Steven Boland Executive Director and Acrow Limited Open-ended 6 months 6 months Up to 6
Chief Executive Ofcer months Total
Remuneration*
Andrew Chief Financial Ofcer Acrow Limited Open-ended 6 months 6 months Up to 6
Crowther months Total
Remuneration*
  • The treatment of incentives in the case of termination is addressed in separate sections of this report that give details of incentive design.

On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation relevant to the office of the director. No contracts apply to the appointment of non-executive KMP.

11. Other Remuneration Related Matters

The following outlines other remuneration related matters that may be of interest to stakeholders, in the interests of transparency and disclosure:

  • Other than in the case of grants of Loan Funded Shares, there were no loans to Directors or other KMP at any time during the reporting period, and

  • Other transactions with KMP:

12. External Remuneration Consultant Advice

During the reporting period, the Board engaged external remuneration consultants to provide KMP remuneration recommendations relating to long-term variable remunerations.

The Board reviewed the recommendations from the external remuneration advisor directly and independent of executive management and are satisfied the recommendations were made free of undue influence of the relevant KMP’s.

The Board has adopted a policy to govern any such future engagements, the details of which will be disclosed in future Remuneration Reports should they arise.

End of audited Remunerations Report.

Acrow Annual Report 2024 | 41

Statement of Profit or Loss and other Comprehensive Income

For the year ending 30 June 2024

In dollars Note 2024 2023
Continuing operations
Revenue 4 193,114,919 149,814,345
Other income 5 15,037,150 12,024,427
Personnel expenses (80,623,830) (55,775,184)
Sub-contract labour costs (10,846,322) (15,469,758)
Inventory purchased, net of changes in fnished goods (29,878,964) (28,012,325)
Depreciation (20,027,484) (15,222,956)
IT and telecommunication expenses (2,288,128) (1,858,760)
Freight costs (3,003,585) (1,914,389)
Insurance expenses (2,112,241) (1,216,688)
Expected credit loss provision and bad debt expense (2,053,183) (3,145,000)
Amortisation of other intangible assets (899,400)
Other expenses 6 (10,384,775) (5,932,869)
Proft before net fnance costs and income tax 46,034,157 33,290,843
Finance costs 7 (7,558,627) (4,481,063)
Net fnance costs (7,558,627) (4,481,063)
Proft before income tax 38,475,530 28,809,780
Income tax expense 8 (13,120,987) (5,352,740)
Proft from continuing operations 25,354,543 23,457,040
Proft from discontinued operations 204,756
Proft for the period 25,559,299 23,457,040
Other comprehensive income
Items that may be reclassifed to proft / (loss)
Foreign operations – foreign currency translation diferences (53,803) (1,939)
Total comprehensive income for the year 25,505,496 23,455,101
Earnings per share from continuing operations
Basic EPS (cents per share) 25 8.94 8.96
Diluted EPS (cents per share) 25 8.66 8.69

The above statement should be read in conjunction with the accompanying notes.

42 | Acrow Annual Report 2024

Statement of Financial Position

As at 30 June 2024

In dollars Note 2024 2023
Current assets
Cash and cash equivalents 10 5,593,504 4,939,396
Trade and other receivables 11 53,735,780 39,178,433
Inventories 12 14,009,225 11,397,484
Contract assets 13 43,299 42,814
Prepayments and other assets 13 4,370,251 3,850,665
Total current assets 77,752,059 59,408,792
Non-current assets
Property, plant and equipment 14 170,421,375 131,589,548
Right-of-use lease assets 15 28,061,115 20,088,885
Goodwill 16 19,971,167 7,428,704
Other intangible assets 16 16,239,924
Total non-current assets 234,693,581 159,107,137
Total assets 312,445,640 218,515,929
Current liabilities
Bank overdraft 10 3,597,901
Trade payables and accrued expenses 17 21,535,436 14,890,123
Other payables 17 1,737,880 3,000,000
Employee benefts 18 7,903,481 6,186,367
Lease liabilities 15 5,727,741 6,375,328
Loans and borrowings 19 21,485,595 21,907,696
Current tax liabilities 21 2,029,461 1,348,072
Total current liabilities 64,017,495 53,707,586
Non-current liabilities
Other payables 17 3,980,903 4,000,000
Employee benefts 18 778,061 628,024
Lease liabilities 15 26,734,220 17,537,389
Loans and borrowings 19 49,147,807 29,382,836
Provisions 20 569,274 469,274
Deferred income tax liability 21 26,257,568 9,907,149
Total non-current liabilities 107,467,833 61,924,672
Total liabilities 171,485,328 115,632,258
Net assets 140,960,312 102,883,671
Equity
Issued capital 89,458,912 61,809,122
Reserves 4,674,077 4,076,017
Retained earnings 46,827,323 36,998,532
Total equity 140,960,312 102,883,671

The above statement should be read in conjunction with the accompanying notes.

Acrow Annual Report 2024 | 43

Statement of Changes in Equity

For the year ending 30 June 2024

Share based Foreign
option currency
payments translation Retained
In dollars Share capital reserve reserve earnings Total equity
Balance at 30 June 2022 58,310,046 3,003,681 55,742 21,949,512 83,318,981
Total comprehensive income for
the period
Proft for the year 23,457,040 23,457,040
Other comprehensive income (1,939) (1,939)
Total comprehensive income (1,939) 23,457,040 23,455,101
Transactions with owners of the company
Options & performance Rights forfeited,
written back to P&L (261,821) (261,821)
Options & performance Rights failed to
meet market condition (7,426) 7,426
Dividends paid to shareholders (8,415,446) (8,415,446)
Shares issued under dividend reinvestment
plan ("DRP"), net of costs 1,036,828 1,036,828
Equity settled share base payments 3,478,692 3,478,692
Transfer of option reserves to share capital 2,190,912 (2,190,912)
Proceeds from exercise of options,
net of costs 271,336 271,336
Total transactions with owners of
the company 3,499,076 1,018,533 (8,408,020) (3,890,411)
Balance at 30 June 2023 61,809,122 4,022,214 53,803 36,998,532 102,883,671
Total comprehensive income for
the period
Proft for the year 25,559,299 25,559,299
Other comprehensive income (53,803) (53,803)
Total comprehensive income (53,803) 25,559,299 25,505,496
Shares issued net of transaction costs 21,717,785 21,717,785
Shares issued as consideration on business
combination, net of cost 2,000,000 2,000,000
Dividends paid to shareholders (15,730,508) (15,730,508)
Shares issued under dividend reinvestment
plan ("DRP") 1,429,359 1,429,359
Listing costs (121,264) (121,264)
Equity settled share base payments 3,275,773 3,275,773
Transfer of option reserves to share capital 2,623,910 (2,623,910)
Total transactions with owners of
the company 27,649,790 651,863 (15,730,508) 12,571,145
Balance at 30 June 2024 89,458,912 4,674,077 46,827,323 140,960,312

The above statement should be read in conjunction with the accompanying notes.

44 | Acrow Annual Report 2024

Statement of Cash Flows

For the year ending 30 June 2024

In dollars Note 2024 2023
Cash fows from operating activities
Receipts from customers 93,216,7519 70,425,037
Receipts on lease revenue 103,806,520 80,641,924
Payments to suppliers and employees (156,828,902) (118,240,226)
Cash generated from operations 40,194,369 32,826,735
Income taxpaid (7,652,062) (2,956,964)
Net cash infow from operating activities 32,542,307 29,869,771
Cash fows from investing activities
Proceeds from disposal of property, plant and equipment 5 22,197,226 18,680,621
Purchase of property, plant and equipment (40,210,211) (44,941,533)
Considerationpaid for controlled entities,net of cash acquired 9 (30,985,697)
Net cash outfow from investing activities (48,998,682) (26,260,912)
Cash fows from fnance activities
Proceeds from issue of shares 21,717,785
Capital raising costs (121,264)
Proceeds from exercise of options, net of costs 263,597
Proceeds from borrowings 47,706,226 49,451,920
Repayment of borrowings (28,363,357) (31,011,363)
Repayment of lease liabilities 15 (6,224,654) (5,831,150)
Dividends paid net of DRP (14,301,149) (7,370,832)
Finance costspaid (6,901,008) (4,181,064)
Net cash infow from fnancing activities 13,512,579 1,321,108
Net increase in cash and cash equivalents (2,943,796) 4,929,967
Cash and cash equivalents as at 1 July 4,939,396 9,428
Efect of exchange rate fuctuations on cash held 3 1
Cash and cash equivalents at the end of theyear 1,995,603 4,939,396

The above statement should be read in conjunction with the accompanying notes.

Acrow Annual Report 2024 | 45

Notes to the Consolidated Financial Statements

For the year ending 30 June 2024

Contents

1 Reporting entity
2 Basis of preparation
3 Material accounting policies
4 Revenue
5 Other income
6 Other expenses
7 Finance costs
8 Income tax expense
9 Acquisitions
10 Cash and cash equivalents
11 Trade and other receivables
12 Inventories
13 Contract assets, prepayments and
other assets
14 Property, plant and equipment
15 Leases
16 Intangible assets
17 Trade and other payables
18 Employee benefts
19 Loans and borrowings
20 Provisions
21 Deferred income tax liability and current
income tax liability
22 Issued capital
23 Capital management
24 Share-based payments
25 Earnings per share
26 Capital commitments and contingencies
27 Reconciliation of cash fows from
operating activities
28 Remuneration of auditors

29 Key management personnel and related parties

30 Financial risk management

Group entities

31

Deed of cross guarantee

32

  • 33 Parent entity disclosures

  • 34 Operating segments

35 Subsequent events

1. Reporting entity

Acrow Limited (Acrow or the Group), formerly known as Acrow Formwork and Construction Services Limited, is a limited company incorporated in Australia. Its shares are traded on the Australian Securities Exchange under the issuer code “ACF”.

The name change took effect in November 2023. This new rebranding is part of the company’s strategy to simplify its name and better reflect its broad range of services beyond just formwork and construction. The new name, Acrow Limited, aligns with the Group’s vision to set the national standard in engineered industrial and construction services.

The consolidated financial statements of Acrow for the year ended 30 June 2024 comprise of the Company and its controlled entities (the Group).

The Group is a for-profit entity and is primarily involved in the hire and sale of falsework, formwork, scaffolding and screen equipment, and other construction services.

Acrow’s Annual Reports for prior reporting periods are available upon request from the Group’s registered office located at 2A Mavis Street, Revesby NSW 2212, Australia or at www.acrow.com.au.

2. Basis of preparation

(a) Basis of accounting

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.

The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB) and were authorised for issue by the Board of Directors on 27 September 2024.

Details of the Group’s material accounting policies are included in note 3.

(b) Basis of measurement

The consolidated financial statements have been prepared on accrual basis and are based on historical costs, modified where applicable by the measurement at fair value.

(c) Functional and presentation currency

The consolidated financial statements are presented in Australian dollars, which is the Group’s functional currency.

(d) Use of estimates and judgements

The preparation of consolidated financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

46 | Acrow Annual Report 2024

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimations, uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements include the following:

Accounting estimate andjudgements Note
Revenue 4
Income tax expense 8
Acquisitions 9
Trade and other receivables 11
Inventories 12
Property, plant and equipment 14
Leases 15
Intangible assets 16
Employee benefts 18
Provisions 20
Deferred income tax liability and current income 21
tax liability
Share-basedpayments 24

The accounting policies below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by the Group.

(e) Comparative information

Where applicable, comparative information is reclassified to comply with disclosure requirements and improve comparability.

(f) Rounding

Acrow is a company of the kind referred to in the Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016 and in accordance with that Legislative Instrument, amounts in these consolidated financial statements have been rounded off to the nearest dollar and are shown as such, unless stated otherwise.

3. Material accounting policies

(a) Basis of consolidation

The consolidated financial statements have been prepared by aggregating the financial statements of all the entities that comprise the Group, being Acrow Limited and its controlled entities.

All inter-entity balances and transactions are eliminated in these consolidated financial statements.

(i) Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.

Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.

The Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus

  • the recognised amount of any non-controlling interests in the acquiree; plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

  • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in the statement of profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in the statement of profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities that the Group incurs in connection with a business combination are expensed as incurred.

Any deferred consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured, and settlement is accounted for within equity, otherwise subsequent changes to the fair value of the contingent consideration are recognised in the statement of profit or loss.

Where an asset only purchase is made and deferred consideration is contingent to certain conditions being met, the amount payable is assumed to be at the maximum probable level, such that the capitalisation of assets includes the full value of the purchase price. Any reduction in final deferred consideration paid are to be recognised in the statement of profit or loss as when the conditions resulting in the reduction in deferred consideration have occurred.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

(b) Foreign currency

Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the dates of the transactions.

Acrow Annual Report 2024 | 47

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

3. Material accounting policies (continued)

Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.

The foreign currency gain or (loss) on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Foreign currency differences arising on retranslation are recognised in the statement of profit or loss, except for qualifying cash flow hedges to the extent the hedge is effective, which are recognised in other comprehensive income.

(c) Financial instruments

(i) Non-derivative financial assets

The Group initially recognises receivables on the date that they are originated. All other financial assets (including assets held at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends to either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: receivables and cash and cash equivalents.

Receivables

A receivable is recognised when performance obligations are met or as lease income is earned as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at the transaction price plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank, overdraft and cash equivalents. Cash equivalents represent highly liquid investments which are readily convertible to cash.

(ii) Non-derivative financial liabilities

The Group initially recognises debt securities issued on the date that they are originated. All other financial liabilities (including liabilities held at fair value through profit or loss) are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises financial liability when its contractual obligations are discharged or cancelled or expire.

Financial liabilities are recognized initially at fair value plus any directly attributable transaction costs.

Subsequent to initial recognition, financial liabilities are measured at amortized cost using the effective interest rate method.

Financial liabilities comprise loans and borrowings, trade and other payables.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(iii) Issued capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs (see below).

Cost also may include transfers from other comprehensive income of any gain or (loss) on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the

48 | Acrow Annual Report 2024

functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gains and (losses) on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income or other expenses in the statement of profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised in the statement of profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Right-of-use lease assets are depreciated over the shorter of the lease term (including any contractual extensions that are expected to be exercised) and useful life, on a straight-line basis, unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

The expected useful lives for depreciation purposes are as follows:

as follows:
●Hire equipment 2 – 33 years
●Leasehold improvements over the lease term
●Plant and equipment 2 – 20 years

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(iv) Hire equipment loss provision

A hire equipment loss provision is recognised to cover the expected loss of equipment on hire. The provision is based on historical experience of unrecoverable losses incurred on the return of hire equipment from customers.

(e) Intangible assets

(i) Goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at costs less any accumulated impairment losses.

Other intangible assets

Customer relationships and brand names, acquired during business combinations, are valued at cost. They are amortised on a straight-line basis over an estimated useful life of 12 years and 10 years, respectively.

(f) Inventories

Inventories are measured at the lower of cost and net realisable value.

The cost of inventories is based on the weighted average cost principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(g) Impairment

(i) Non-derivative financial assets

Non-derivative financial assets comprise trade and other receivables and cash and cash equivalents.

Non-derivative financial instruments excluding financial assets are recognised initially at fair value plus transaction costs. Subsequent to initial recognition, non-derivative financial assets are measured at amortised cost less impairment losses.

A financial asset is recognised if the Group becomes a party to the contractual provisions of the asset.

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset.

The Group recognises its financial assets at either amortised cost or fair value, depending on the contractual cash flow characteristics of the financial assets.

The classification of financial assets that the Group held at the date of initial application was based on the facts and circumstances of the financial assets held at that date.

Financial assets recognised at amortised cost are measured using the effective interest method, net of any impairment loss. Financial assets other than those classified as financial assets recognised at amortised cost are measured at

Acrow Annual Report 2024 | 49

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

3. Material accounting policies (continued)

fair value with any changes in fair value recognised in the statement of profit or loss.

Receivables

For trade receivables, the Group conducts an ongoing assessment of expected credit losses (ECL) by analysing actual loss experience of the Group, arrears, and other inputs such as exposure or timing. The assessment is broken down into 4 sectors including Industrial Services, Civil Infrastructure, Commercial, and Residential. These sectors are then analysed in a set of 5 stages ranging from currently due receivables to above 90-days due receivables. The Group also separately quantifies receivables due from entities in liquidation/default.

The Group provides for a loss allowance equivalent to the lifetime expected credit losses from initial recognition of those receivables.

Losses are recognised in the statement of profit or loss and other comprehensive income and reflected in an allowance account against trade receivables.

When a subsequent event causes the amount of impairment loss to decrease, the decrease is reversed through the statement of profit or loss and Other Comprehensive Income.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment, and if any such indication exists, then the asset’s recoverable amount is estimated.

For intangible assets, namely goodwill that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For the purpose of annual impairment testing applicable to goodwill, such intangible assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets.

Impairment losses are recognised in the statement of profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(h) Employee benefits

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts.

Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the statement of profit or loss in the periods during which services are rendered by employees.

Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

(ii) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits other than defined benefit plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs.

The benefit is discounted to determine its present value, and the fair value of any related assets is deducted.

The discount rate is the yield at the reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations.

The calculation is performed using the projected unit credit method.

(iii) Termination benefits

Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy.

Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer

50 | Acrow Annual Report 2024

of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

If termination benefits are payable more than 12 months after the reporting period, the termination benefits are discounted to their present value.

(iv) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(v) Share-based payments

The Group provides benefits to selected employees in the form of share-based payment transactions, whereby employees render services in exchange for options and/or performance rights over ordinary shares.

The cost of the share-based payments is measured by reference to the fair value at the date at which they are granted and amortized over the expected vesting period with a corresponding increase in share capital reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital.

The fair value of share-based payments is appraised at grant date in accordance with AASB 2 Share-based Payments. These are independently determined using a pricing model that considers the exercise price, the terms of the payment, the vesting and performance criteria, the impact of the dilution, the non-tradeable nature of the payment, the share price at grant date, the expected price volatility of the underlying share, the comparative share market indices, the expected dividend yield and the risk-free interest rate for the term of the share-based payment.

(i) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

The unwinding of the discount is recognised as finance cost.

(i) Restructuring

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly.

Future operating losses are not provided for.

(ii) Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

(iii) Make good

A provision for make good is measured at the present value of the cost of restoring leased properties to their original condition, at the conclusion of the lease.

(j) Revenue

Acrow is predominately a provider of falsework, formwork, scaffolding and screen equipment for hire or sale with revenue primarily generated via dry hire, project hire or sale.

The company generates revenue via provision of equipment hire, services and the sales of product. Revenue generated from hire of equipment only is referred to as “dry hire” revenue.

Project hire or “wet hire” revenue includes “dry hire” revenue plus labour services, cartage services, consumable sales and/or other services which are recognised over time as services can be staged progressively as they are rendered.

To determine whether to recognise revenue, the Group follows a 5-step process:

  • 1) Identifying the contract with a customer

  • 2) Identifying the performance obligations

  • 3) Determining the transaction price

Acrow Annual Report 2024 | 51

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

3. Material accounting policies (continued)

  • 4) Allocating the transaction price to the performance obligations

  • 5) Recognising revenue when/as performance obligation(s) are satisfied.

(i) Hire of equipment

Falsework, formwork, scaffolding and screen equipment are rented to customers under operating leases with rental periods averaging six months to less than one year.

The rental can be arranged as dry hire where only equipment is provided to the customer and revenue is recognised at fixed rates over the period of hire; or as part of a project hire where Acrow supplies labour and cartage services between warehouse and building sites.

Revenue recognition on equipment hire commences once falsework, formwork, scaffold or screen equipment is either collected by the customer, delivered to the customer or once a scaffolding structure has been certified to be safe and access granted to customers or control otherwise passes to a customer.

Revenue is recognised over straight-line bases over the life of the hire agreements per AASB 16 Leases.

(ii) Labour and cartage services

Revenue from providing scaffolding labour in installation and dismantling, and equipment cartage, being transport to and from the customer, are recognised at one or more points in time as services can be staged progressively as they are rendered.

Revenue is recognised based on the actual service provided to the end of the reporting period because the customer receives and uses the benefits simultaneously.

Labour and cartage services revenue are recognised over time under AASB 15 Revenue from Contracts with Customers.

(iii) Consumable sales and other services

Revenue from sales is measured as the transaction price net of returns, trade discounts and volume rebates.

Revenue is recognised when control of the goods or services are transferred to customers which is generally upon delivery to or collection by the customer depending on the contract with the customer.

Discounts are recognised as a reduction in revenue until management determine that it is highly probable that no significant reversal of revenue will occur.

Revenue recognition of consumable sales and other services are at a point in time when control passes which is typically upon delivery or collection as under AASB 15 Revenue from Contracts with Customers.

(k) Finance income and finance costs

Finance income comprises interest income on funds deposited. Interest income is recognised as it accrues in the statement of profit or loss, using the effective interest method.

Finance costs comprise interest expenses on loans and borrowings, lease liabilities and, where material, the unwinding of the discount on provisions.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in the statement of profit or loss using the effective interest method.

(l) Tax

Tax expense comprises current and deferred tax. Current and deferred tax are recognised in the statement of profit or loss, except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or (loss) for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

52 | Acrow Annual Report 2024

(m) Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Cash flows included in the statement of cash flows are on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from or payable to the Australian Taxation Office, are classified as operating cash flows.

(n) Lease accounting

The Group as a lessee

The Group makes the use of leasing arrangements principally for the provision of the warehouse/office space, forklift equipment, motor vehicles and printers. The Group does not enter into sale and leaseback arrangements.

All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Only motor vehicle lease contracts contain both lease and non-lease components. These non-lease components are usually associated with servicing and repair contracts.

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term including any lease extensions that are likely to be exercised.

The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease.

The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the Group’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined.

The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognised in profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognised in profit or loss.

The right-of-use asset is adjusted for all other lease modifications. The Group has elected to account for low-value assets using the practical expedients. These leases relate to mobile IT devices such as computer monitors, laptops and mobile telephones. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

The Group as a lessor

As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it

Acrow Annual Report 2024 | 53

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

3. Material accounting policies (continued)

transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

(o) Accounting standards and interpretations issued but not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2024 reporting period and have not been early adopted by the Company.

AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants. This standard is not expected to have material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

4. Revenue

4.
Revenue
In dollars 2024 2023
Revenue from contracts with customers
Labour services transferred over time 49,929,174 30,173,235
Cartage services transferred over time 7,770,923 6,424,309
Consumable sales and other services transferred at apoint in time 41,045,258 39,905,960
98,745,355 76,503,504
Revenue from operating leases
Hire of equipment 94,369,564 73,310,841
193,114,919 149,814,345

There has never been any revenue from discontinued operation.

5. Other income

5.
Other income
In dollars 2024 2023
Disposal of property, plant and equipment
Ex-hire equipment
Proceeds 22,141,104 18,592,503
Written down value (7,125,478) (6,647,546)
15,015,626 11,944,957
Non-hire equipment
Proceeds 56,122 88,118
Written down value (34,598) (8,648)
21,524 79,470
Netgain on disposal ofproperty, plant and equipment 15,037,150 12,024,427

54 | Acrow Annual Report 2024

6. Other expenses

6.
Other expenses
In dollars 2024 2023
From continuing operations
Acquisition, rebranding and other signifcant costs (3,165,796) (1,062,401)
Audit, tax and legal expenses (1,202,058) (975,831)
Property costs (1,157,746) (473,438)
Utilities (981,943) (890,752)
Travelling expenses (881,977) (931,428)
Other leases (709,490)
Repair & maintenance (693,230) (423,731)
Plant & equipment operating expenses (468,322) (430,646)
Motor vehicle expenses (392,923) (286,300)
Others (579,260) (378,547)
(10,232,745) (5,853,074)
From discontinued operations
Cost of divestment (152,030) (79,795)
(152,030) (79,795)
Total other expenses (10,384,775) (5,932,869)

7. Finance costs

7.
Finance costs
In dollars 2024 2023
Finance costs
Unwinding interest on deferred consideration (657,618)
Interest expense on fnancial liabilities (4,685,934) (2,937,522)
Interest expense on leases (1,689,667) (1,327,157)
Borrowingcosts (525,408) (216,384)
Net fnance costs from continuing operations (7,558,627) (4,481,063)

Acrow Annual Report 2024 | 55

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

8. Income tax expense

8.
Income tax expense
In dollars 2024 2023
Current income tax expense (12,053,238) (7,692,833)
Deferred income tax expense (1,018,816) (1,862,236)
Under provision for income tax in prior year (48,933) (96,140)
Initial recognition ofpreviouslyunrecognised deferred income tax expense 4,298,469
Income tax expense attributable toproft* (13,120,987) (5,352,740)
In dollars 2024 2023
Proft before income tax 38,475,530 28,809,780
Income tax (expense) using the Group’s domestic tax rate (30%) (11,542,659) (8,642,934)
Income tax efects of amounts which are not deductible / (taxable) in calculating
taxable income:
Non-deductible losses on overseas entities (46,396)
Non-deductible share-based payment expense (982,731) (965,061)
Non-deductible acquisition expense (269,192)
Non-deductible impairment expense (46,758) (17,782)
Other non-deductible expenses (385,277) (26,919)
(Under) provision for income tax in prior year (48,933) (96,140)
Recognition of previously unrecognised deferred tax not brought to account 4,298,469
Diference in tax rate on acquisition of base rate entities (260,000)
Utilisation ofprioryear tax losses notpreviouslyrecognised 414,563 144,023
Income tax expense attributable toproft (13,120,987) (5,352,740)

9. Acquisitions

MI Scaffold Pty Ltd (“MI Scaffold”)

On 10 November 2023, Acrow acquired 100% of the issued shares of MI Scaffold Pty Ltd (ACN 158 507 021). As agreed between the sellers and Acrow. For practical reasons the effective acquisition date is 31 October 2023 for accounting purposes.

MI Scaffold Pty Ltd is a leading provider of scaffolding, rigging and access solutions throughout the North and Central Queensland market, its business is highly complementary to Acrow’s existing portfolio of specialised industrial services and engineering solutions across Australia. MI Scaffold Pty Ltd has a highly recurring, long-standing, blue-chip client base, predictable revenues and has a strong focus on the energy, mining and industrial sectors.

Out Period is the 12 months commencing on the first day immediately following the acquisition date, and the Second Earn Out Period is the 12 months commencing on the first day immediately following the First Earn Out Period. At the reporting date, Contingent Considerations are valued at $2,127,417 and $3,365,858 respectively when discounted to present value, based on estimated EBITDA outcomes at Acrow’s pre-tax cost of debt.

An anticipated working capital adjustment, currently estimated at $900,000 is expected to bring the total purchase consideration to $31,056,257 at the reporting date.

Acquisition costs are included in note 6 Other expenses, amounting to $1,248,893 for the year. ERP and process integrations are ongoing, with more expenses expected next year.

Purchase price allocation was completed during the year. The fair values of purchase considerations, tangible and intangible assets, and liabilities assumed were determined and set out in the following tables.

The consideration comprises a $15,000,000 Completion Payment on 10 November 2023, followed by a Deferred Payment of $11,500,000 on 30 November 2023, and two tranches of Contingent Considerations of up to $4,950,000 each, provided MI Scaffold Pty Ltd’s EBITDA exceeds $6,600,000 for each of the Earn Out Periods. The First Earn

56 | Acrow Annual Report 2024

MI Scaffold Pty Ltd

In dollars
Completion payment 15,000,000
Deferred payment 11,462,982
First contingent payment 2,127,417
Second contingent payment 3,365,858
Net workingcapital adjustment (900,000)
Total consideration at fair value 31,056,257
Assets
Cash and cash equivalents 1,915,335
Trade and other receivables 5,890,238
Prepayments and other assets 767,811
Property, plant and equipment 11,507,510
Right-of-use lease assets 570,725
Other intangible assets 17,139,324
Total assets 37,790,943
Liabilities
Trade payables 5,619,926
Employee benefts 791,452
Loans and borrowings 400,039
Current tax liabilities 790,313
Lease liabilities 570,725
Deferred income tax liabilities 8,126,217
Total liabilities 16,298,672
Fair value of net assets acquired 21,492,271
Purchase consideration transferred 31,056,257
Less: Fair value of net identifable
assets acquired (21,492,271)
Goodwill on acquisition 9,563,986
Consideration transferred in cash 26,500,000
Cash acquired net of loan (1,515,296)
Net cash outfow on acquisition 24,984,704

Estimates and judgments were made to determine the fair value of intangibles, plant and equipment by engaging two qualified and specialised valuers to assess these values.

The valuation of intangibles, including branding and customer relationships, was determined using a combination of income and cost approaches, with the Multi-Period Excess Earnings Method being the predominant driver. Key assumptions used in determining the fair values included revenue associated with customer contracts, contract renewal periods, customer royalty rates and discount rates.

For plant and equipment, another valuer was engaged to determine the depreciated replacement cost of the assets. The depreciated replacement costs reflect adjustments for physical deterioration, as well as functional and economic obsolescence.

Trade and other receivables have a fair value of $5,890,238, comprised of a gross contractual amount of $6,390,238 and an amount of $500,000 expected to be uncollected.

The Statement of profit or loss and Other Comprehensive Income includes the following revenue and net profit resulting from the acquisition made since 31 October 2023:

Revenue 23,601,224
Netproft after tax 2,264,709

If the acquisition had taken place at the beginning of the financial year (1 July 2023), the following revenue and net profit after tax would have been included:

Revenue 38,113,904
Netproft after tax 3,985,935

MI Scaffold typically experience higher demand during September to October when many customers have scheduled outages for maintenance work, whereas between November to February demands soften due to storms in summer seasons. The above figures are not seasonally adjusted.

Benchmark Scaffolding & Edge Protection Pty Ltd (“Benchmark”)

On 1 March 2024, Acrow acquired 100% of the issued shares of Benchmark Scaffolding & Edge Protection Pty Ltd (ACN 163 412 888).

Benchmark predominantly operates from Townsville, in the far north Queensland region with a satellite office in Yatala, southeast of Brisbane. It is a leading provider of access solutions for complex applications in the industrial, mining and infrastructure sectors. The operations of Benchmark are highly complementary to Acrow’s industrial services business, particularly the recently acquired MI Scaffold, with both businesses utilising Layher Scaffolding equipment.

Preliminary and provisional details of the consideration and the fair value of identified assets acquired, liabilities assumed and goodwill estimated are set out in the following tables. These values are preliminary and provisional as the final determination of the fair value of assets acquired and performance-based milestones that form part of the consideration are yet to be determined. Amendments may be made to these values up to 12 months following the date of acquisition if new information is obtained about facts and circumstances that existed at the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date.

The consideration is comprised of a $1,000,000 completion cash payment, $5,400,000 deferred payment, $2,000,000 issuance of ordinary shares (1,773,994 units, valued at $1.1274 per share) on the acquisition date, and two tranches of contingent considerations of $300,000 each, payable 12 months and 24 months after completion. At the reporting date, contingent considerations are valued at $267,072 and

Acrow Annual Report 2024 | 57

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

9. Acquisitions (continued)

$237,835 respectively when discounted to present value based on Acrow’s discount rate.

Benchmark’s acquisition costs, currently at $274,470, are included in note 6 Other expenses. ERP and process integrations are ongoing, with more expenses expected next year.

Benchmark Scaffolding & Edge Protection Pty Ltd

In dollars
Completion payment 1,000,000
Second instalment 5,400,000
Share issues 2,000,000
First contingent payment 267,072
Second contingentpayment 237,835
Total consideration 8,904,907
Assets
Cash and cash equivalents 400,382
Trade and other receivables 1,178,617
Prepayments and other assets 30,000
Property, plant and equipment 7,500,000
Right-of-use lease assets 309,444
Total assets 9,418,443
Liabilities
Trade payables (86,816)
Employee benefts 521,655
Loans and borrowings 1,375
Current tax liabilities 796,745
Lease liabilities 309,444
Provision for made-good 100,000
Deferred income tax liabilities 1,849,610
Total liabilities 3,492,013
Fair value of net assets acquired 5,926,430
Purchase consideration transferred 8,904,907
Less: Fair value of net identifable
assets acquired (5,926,430)
Preliminary goodwill on acquisition 2,978,477
Consideration transferred in cash 6,400,000
Cash acquired net of loan (399,007)
Net cash outfow on acquisition 6,000,993

Although these are provisional accounts and acquisition accounting is still on-going, management estimates that trade and other receivables have a fair value of $1,178,617, this is comprised of a gross contractual amount of $1,528,617 and an amount of $350,000 expected to be uncollectable.

The Statement of profit or loss and Other Comprehensive Income includes the following revenue and net profit resulting from the acquisition made since 29 February 2024:

Revenue 3,493,816
Netproft after tax 354,406

If the acquisition had taken place at the beginning of the financial year (1 July 2023), the following revenue and net profit after tax would have been included:

Revenue 10,148 ,139
Netproft after tax 1,258,164

58 | Acrow Annual Report 2024

10. Cash and cash equivalents

10. Cash and cash equivalents
In dollars 2024 2023
Cash at bank 5,593,504 4,939,396
Bank overdraft (3,597,901)
1,995,603 4,939,396

11. Trade and other receivables

11.
Trade and other receivables
In dollars 2024 2023
Trade receivables 57,695,819 41,668,122
Expected credit lossprovision (3,960,039) (2,489,689)
53,735,780 39,178,433

Movement in the expected credit loss provision:

In dollars 2024 2023
At 1 July
Opening balance (2,489,689) (1,458,939)
Recognised in business combination (850,000)
Expected credit loss recognised during the year (2,050,000) (3,145,000)
Receivables written of duringtheyear 1,429,650 2,114,250
Balance at 30 June (3,960,039) (2,489,689)
More than More than More than
Current 30 days 60 days 90 days Default Total
2024
Expected credit loss rate 0.01% 0.08% 0.57% 22.13% 100.00%
Gross carrying amount 37,030,724 8,468,598 3,326,491 6,344,335 2,525,670 57,695,819
Lifetime expected credit loss 4,484 6,849 18,953 1,404,083 2,525,670 3,960,039
2023
Expected credit loss rate 0.03% 0.20% 1.26% 27.71% 100.00%
Gross carrying amount 21,286,667 9,270,500 2,163,810 8,102,604 844,541 41,668,122
Lifetime expected credit loss 6,386 18,541 27,264 1,592,957 844,541 2,489,689

12. Inventories

12. Inventories
In dollars 2024 2023
Finishedgoods 14,009,225 11,397,484
14,009,225 11,397,484

13. Contract assets, prepayments and other assets

13. Contract assets, prepayments and other assets
In dollars 2024 2023
Current
Contract assets 43,299 42,814
43,299 42,814
Other receivables 183,272 935,144
Prepayments 4,186,979 2,915,521
4,370,251 3,850,665

Acrow Annual Report 2024 | 59

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

14. Property, plant and equipment

14. Property, plant and equipment
Land and Plant and Hire
In dollars buildings equipment equipment Total
Cost
Balance at 1 July 2022 475,989 14,049,536 111,157,906 125,683,431
Acquisition through business combinations
Additions 45,025 464,888 51,431,620 51,941,533
Disposals (39,323) (8,405,822) (8,445,145)
Balance at 30 June 2023 521,014 14,475,101 154,183,704 169,179,819
Cost
Balance at 1 July 2023 521,014 14,475,101 154,183,704 169,179,819
Acquisition through business combinations 67,588 7,915,356 20 ,345,463 28,328,407
Additions 27,166 1,374,371 40,099,121 41,500,658
Disposals (42,413) (10,230,995) (10,273,408)
Balance at 30 June 2024 615,768 23,722,415 204,397,293 228,735,476
Depreciation and impairment losses
Balance at 1 July 2022 391,231 11,435,297 18,366,467 30,192,995
Acquisition through business combinations
Depreciation for the year 18,171 512,133 8,655,923 9,186,227
Disposals (30,675) (1,758,276) (1,788,951)
Balance at 30 June 2023 409,402 11,916,755 25,264,114 37,590,271
Balance at 1 July 2023 409,402 11,916,754 25,264,114 37,590,270
Acquisition through business combinations 11,027 2,560,601 6,749,270 9,320,898
Depreciation for the year 19,837 1,012,532 12,193,449 13,225,818
Disposals (7,815) (1,815,070) (1,822,885)
Balance at 30 June 2024 440,266 15,482,072 42,391,763 58,314,101
Carrying amounts
At 1 July2022 84,758 2,614,239 92,791,439 95,490,436
At 30 June 2023 111,612 2,558,346 128,919,590 131,589,548
At 1 July2023 111,612 2,558,346 128,919,590 131,589,548
At 30 June 2024 175,502 8,240,343 162,005,530 170,421,375

Property, plant and equipment are at times sold prior to the end of its useful life either at the request of the customers or due to loss. “Loss on Hire” revenue are charged as Other Income (see note 5) where the customers are liable. On acquisition of property plant and equipment there is no intention to dispose through sale.

15. Leases

The Acrow group leases various properties, forklifts, motor vehicles and printers. Property lease terms are up to 10 years and often include extension options, forklift lease terms are up to 7 years, motor vehicle lease terms are from 1 to 3 years, whilst all printers are for a 5-year lease term.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statement of profit or loss and other comprehensive income over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments on IT equipment including laptops and mobile devices have been treated as low-value assets and are recognised on a straight-line basis as an expense in the statement of profit or loss and other comprehensive income.

60 | Acrow Annual Report 2024

Lease amounts recognised in the Statement of Financial Position:

In dollars 2024 2023
Right-of-use assets
Properties 25,121,006 18,215,522
Forklifts and ofce equipment 2,411,475 1,521,853
Motor vehicles 528,634 351,510
Total right-of-use assets 28,061,115 20,088,885
Lease liabilities
Current 5,727,741 6,375,328
Non-current 26,734,220 17,537,389
Total lease liabilities 32,461,961 23,912,717

Additions to the right-of-use assets during FY2024 were $13,674,854 (FY2023: $1,820,753).

Lease amounts recognised in the Statement of profit or loss and Other Comprehensive Income:

In dollars 2024 2023
Depreciation charge for right-of-use assets:
Properties 5,898,848 4,920,155
Forklifts and ofce equipment 627,702 731,223
Motor vehicles 275,117 385,351
Total depreciation charge for right-of-use assets 6,801,667 6,036,729

Lease payments include:

  • Variable lease payments that are based on an index or rate;

  • Amounts expected to be payable by the lessee under residual value guarantees;

  • The exercise price of a purchase option if Acrow is reasonably certain to exercise that option;

  • Fixed payments (including in-substance fixed payments), less any lease incentives receivable; and

  • Payment of penalties for terminating the lease, if the lease term reflects Acrow exercising that option.

Lease payments are discounted using the interest rate implicit in the lease, if determinable or at the Group’s incremental borrowing rate.

In dollars 2024 2023
Lease amounts included in the Statement of cash fows
Lease payments 6,224,654 5,831,150
Interest expense (included in fnance costs) 1,689,666 1,327,157
Total amountpaid 7,914,320 7,158,307
Expenses relating to low value asset leases 133,188 135,688

Acrow Annual Report 2024 | 61

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

15. Leases (continued)

Lease payments not recognised as liabilities

The Group has elected not to recognise a lease liability for low value leases (where an asset is valued at AUD10,000). Payments for these are recognised on a straight-line basis as an expense in the statement of profit or loss.

Low value assets are predominately portable IT and telecommunication equipment. The undiscounted cash flows on the remaining lease term at the reporting date are as follow:

In dollars 2024 2023
Less than one year 95,324 94,536
Between one and fveyears 16,253 100,425
111,577 194,961

16. Intangible assets

Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the identifiable assets and liabilities acquired. It is not amortised but is tested annually.

These tests are performed by assessing the recoverable amount at each reporting period, which is calculated using discounted cash flows expected to arise from the assets.

Management judgment is required to forecast future cash flows and to determine an appropriate discount rate to calculate their present value. If an impairment loss is identified, it is recognised in the statement of profit or loss when the carrying amount of an asset exceeds its recoverable amount.

The calculations use cash flow projections based on a one-year budget that has been approved by the board of directors, followed by a four-year forecast approved by management. Cash flows beyond the five-year period are estimated using a terminal growth rate appropriate to the CGU.

Impairment testing on Acrow Screen companies

Impairment testing on MI Scaffold

The increase in EBIT from 2024 to 2025 is expected to be 63%, with the following four years averaging 9.6% per year. The significant rise in 2025 is attributed to the fact that trading in 2024 was consolidated over only eight months from acquisition instead of a full year. Strong growth is anticipated due to diversification in product offerings, enhanced capital funding and greater market representation across the industrial sector in the north Queensland region.

Goodwill of $9,563,986 was recorded on 1 November 2023 with respect to the acquisition of MI Scaffold Pty Ltd.

Other intangible assets

Other intangible assets acquired through business combination, are measured at fair values as of the acquisition date. These assets are comprised of brand names and customer relationships, have defined useful lives of tens and twelve years respectively. These amortise on a straight-line basis in the Statement of profit or loss and Other Comprehensive Income under Amortisation of other intangible assets, amounting to $899,400 from date of acquisition.

Key assumptions for FY2025 include organic sales growth through geographical expansion and the addition of Premium Screens to the product range. These initiatives have enhanced both Acrow Screen’s and the Group’s overall capacities and capabilities. Acrow Screens is expected to achieve a 22.4% increase in earnings before interest and taxes (EBIT) next year, followed by neutral growth over the subsequent four years.

Goodwill of $7,301,902 was recorded on 31 August 2018 with respect to the acquisition of Acrow Screens Pty Ltd (formerly known as Natform Pty Ltd) and Acrow Screens (QLD) Pty Ltd (formerly known as Natform (QLD) Pty Ltd.

62 | Acrow Annual Report 2024

Goodwill

2024 2023
Average growth rate 1 – 5 years – Acrow Screens 4.1% 14.7%
Average growth rate 1 – 5 years – MI Scafold 9.6%
Terminal growth rate – Acrow Screens 1.4% 1.0%
Terminal growth rate – MI Scafold 2.25%
Post-tax discount rate 12.8% 11.8%

The discount rate incorporates the perspective of market participants, including their expectations about future economic conditions and the risks associated with the pricing of assets and liabilities. The terminal growth rate reflects the management’s outlook on growth.

In dollars 2024 2023
Opening goodwill balance 7,428,704 7,428,704
Additions 12,542,463
Reductions
Closing balance 19,971,167 7,428,704

Goodwill allocation to CGU Groups

In dollars 2024 2023
Acrow Screens companies 7,301,902 7,301,902
Unispan Group of companies 126,802 126,802
MI Scafold Pty Ltd 9,563,986
Benchmark Scafolding& Edge Protection PtyLtd 2,978,477
Total Goodwill 19,971,167 7,428,704

Other intangible assets

In dollars 2024 2023
Opening balance
Customer relationship 14,069,696
Branding 3,069,628
Accumulated amortisation (899,400)
Closing Balance 16,239,924

All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.

Goodwill is stated at costs less any accumulated impairment losses.

Acrow annually tests goodwill for impairment. An asset that does not generate independent cash flows is tested for impairment as part of a cash generating unit (CGU).

Where there is an impairment loss, it is recognised in the statement of profit or loss when the carrying amount of an asset exceeds its recoverable amount. The asset’s recoverable amount is estimated based on the higher of its value-in-use and fair value less costs to sell.

The recoverable amount of a CGU is determined based on a value-in-use calculation. The calculations use cash flow projections based on a one-year budget that has been approved by the board of directors and then a four-year forecast approved by the management. Cash flows beyond the five-year period are extrapolated using the cash flows for year 5 and the estimated long-term growth rates.

Sensitivity

Management has made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur, the carrying value of goodwill may vary. Any reasonable change in the key assumptions on which the estimates and/or the discount rate are based would not cause the carrying amount of the CGU to exceed the recoverable amount.

Acrow Annual Report 2024 | 63

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

17. Trade and other payables

17.
Trade and other payables
In dollars 2024 2023
Current trade payables
Trade payables 9,921,557 9,565,151
Accrued expenses 11,613,879 5,324,972
21,535,436 14,890,123
Other payables
MI Scafold deferred consideration 1,459,742
Benchmark deferred consideration 278,138
Deferred consideration on asset acquisitions 3,000,000
1,737,880 3,000,000
Non-current
Other payables
MI Scafold deferred consideration 3,732,609
Benchmark deferred consideration 248,294
Deferred consideration on asset acquisitions 4,000,000
3,980,903 4,000,000

Other payables represent the net present values of deferred considerations and completion adjustments on the acquisition of MI Scaffold and Benchmark at balance date.

18. Employee benefits

18. Employee benefts
In dollars 2024 2023
Current
Annual leave 3,394,848 2,175,165
Long service leave 2,342,376 1,949,972
Other employee benefts 2,166,257 2,061,230
7,903,481 6,186,367
Non-current
Longservice leave 778,061 628,024

All employees have defined contribution plans for superannuation and the expense recognised during the year was $5,016,540 (2023: $3,731,993).

64 | Acrow Annual Report 2024

19. Loans and borrowings

19.
Loans and borrowings
In dollars 2024 2023
Current 21,485,595 21,907,696
Non-current 49,147,807 29,382,836
70,633,402 51,290,532
Borrowings are represented by the following fnance facilities:
Secured amortising business loan of $4,125,000 commenced in July 2022, refnanced into a
new consolidated loan in November 2023. 2,860,000
Secured interest only business loan of $16,000,000 commenced in March 2023, refnanced
into a new consolidated loan in November 2023. 16,000,000
Secured amortising business loan of $18,168,000 commenced in May 2021 as part of loan
restructuring, refnanced into a new consolidated loan in November 2023. 8,543,000
Secured amortising business loan of $47,363,000 commenced on 29th of November
2023 as part of debt consolidation and refnancing of previous business loans and
MI Scafold Pty Ltd acquisition fnancing. Refnanced again on the 10th of April 2024 for the
Benchmark acquisition, loan maturing November 2026. 44,767,000
Equipment fnance facility, revolving 3-year limit of $27.0m (Jun 23: $22.0m) 22,573,556 14,869,132
Headroom 4,426,444 7,130,868
Trade fnance facility, revolving 180-day limit of $3.5m (Jun 23: $9.02m) 3,292,846 9,018,400
Headroom 207,154
Working capital facility, $16.5m (Jun 23: $11.0m) including $2.0m bank guarantee
(Jun 23: $2.0m) and $14.5m bank overdraft (Jun 23: $9.0m) 5,574,485 1,976,583
Headroom 10,925,515 9,023,417
Borrowings utilised 76,207,887 53,267,115
Headroom 15,559,113 16,154,285
Total accessible borrowing amount 91,767,000 69,421,400
Borrowings utilised and committed 76,207,887 53,267,115
Less: Bank overdraft recognised separately (3,597,902)
Less: Bank guarantee utilised not drawn (1,976,583) (1,976,583)
Total Loans and Borrowings 70,633,402 51,290,532

All borrowings are secured by interlocking guarantees where each company within the Group jointly and severally guarantees the repayment of loans to the lending institution. All loans are secured over the assets and inventory of the Group.

Covenants are reviewed half-yearly with the lender. The Group has complied with all the respective borrowing covenants throughout the year ended 30 June 2024. The covenant measures include Debt Service Cover ratio, Equity ratio and Financial Debt to EBITDA ratio.

Interest rates on Equipment finance are fixed but variable on all other loans and facilities. All are dependent on prevailing market rates and bank margins.

All borrowing costs incurred in the year have been expensed.

Acrow Annual Report 2024 | 65

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

20. Provisions

20. Provisions
In dollars 2024 2023
Make good provision movement during the year:
Opening balance at 1 July 469,274 469,274
Recognised in business combination 100,000
Closing balance at 30 June 569,274 469,274

A provision for make good is measured at the present value of the cost of restoring leased properties to their original condition at the conclusion of the lease. No long term (greater than 12 months) new property lease had been entered into during the year that require further addition.

21. Deferred income tax liability and current income tax liability

21. Deferred income tax liability and current income tax liability
In dollars 2024 2023
Deferred income tax liability movement during the year:
Opening balance at 1 July 9,907,149 6,990,415
Previously deferred income tax liability unrecognised (4,298,469)
Recognised in business combination 9,975,826
Changes to estimates from prior years 628,694 374,674
Provisions (214,518) (394,104)
Accruals 247,277 (98,200)
Property, plant and equipment 1,255,877 2,354,539
Intangibles (269,820)
Revenue tax loss 4,727,083 4,978,294
Closing balance at 30 June 26,257,568 9,907,149
Unrecognised deferred tax assets
Deferred tax assets not recognised for the following items:
Revenue tax losses 1,030,613 1,351,811
Capital losses 913,333 411,923
Temporarydiferences 374,256 181,384
2,318,202 1,945,118

While tax losses and temporary differences do not expire under current tax legislation, deferred tax assets have not been recognised in respect of these items as certain subsidiaries have experienced a number of years without taxable income and therefore recovery is not considered probable. The tax losses do not expire under current tax legislation.

The potential benefit of the deferred tax asset in respect of tax losses carried forward will only be obtained if:

  • (i) The subsidiaries continue to derive future assessable income of a nature and an amount sufficient to enable the benefit to be realised;

  • (ii) The subsidiaries continue to comply with the conditions for deductibility imposed by the law;

  • (iii) No changes in tax legislation adversely affect the subsidiaries in realising the asset and;

  • (iv) The subsidiaries pass the continuity of ownership test, or the same business test as outlined by the Australian Taxation Office.

  • (v) Net deferred tax asset of Acrow Formwork & Scaffolding Pty Ltd were previously unrecognised due to uncertainty of realisation, however it has been able to derive assessable income and meet the above four conditions in recent years that enable the benefit from the tax loss to be realised.

66 | Acrow Annual Report 2024

22. Issued capital

22. Issued capital
In units 2024 2023
Number of shares
On issue of 1 July 266,339,056 252,952,199
Issue of shares for cash (i) 25,395,663
Issue of DRP shares (ii) 1,471,258 1,844,018
Issue of shares on acquisition of Benchmark (iii) 1,773,994
Shares issued through conversion of performance rights (iv) 6,250,025 7,128,149
Exercise of share options (v) 166,071 2,220,190
Issue of loan funded shares 2,194,500
301,396,067 266,339,056

(i) 18,750,000 units of ordinary shares were issued at $0.80 per share in November 2023; 6,645,663 units were issued through dividend underwriting at $1.14 per share in May 2024.

(ii) 837,432 units of ordinary shares were issued at $0.8406 per share following the FY2023 final dividend declaration pursuant to the Dividend Reinvestment Plan (DRP); 633,826 units of ordinary shares were issued at $1.14 per share following the FY2024 interim dividend declaration also pursuant to the DRP.

(iii) 1,773,994 units of ordinary shares were issued on 1 March 2024 as purchase consideration to Benchmark & Edge Protection Pty Ltd’s seller. These were fair valued at $2,000,000 and placed under escrow for a period of 12 months from completion of sales.

(iv) 6,250,025 units of ordinary shares were issued during the year through conversion of performance rights granted under the Long-Term Variable Remuneration (LTVR) plan.

(v) 166,071 units of shares were issued during the year against 300,000 units of options exercised without cash, forfeiting 133,929 units of options at market price.

The holders of these shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Group.

Net tangible assets per ordinary share for the year ended 30 June 2024 are 43.34 cents (2023: 39.31 cents). Net tangible assets per share is calculated as net assets attributable to Acrow Limited shareholders, being $131.0m (2023: $105.4m) divided by the number of issued ordinary shares of 302.3m units (2023: 268.0m units).

Dividends

Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved prior to the reporting date.

The following dividends were declared and paid by the Group during the year:

In dollars 2024 2023
Dividends on ordinary shares declared and paid:
Final dividend in respect of the previous reporting period:
FY 23: 2.70 cents per share (FY22: 1.5 cents per share)
- Paid in cash 6,647,372 3,270,403
- Paid via DRP 703,945 628,190
Interim dividend for the current reporting period:
FY 24: 2.85 cents per share (FY23: 1.70 cents per share)
- Paid in cash 7,653,777 4,100,428
- Paid via DRP 725,414 416,425
15,730,508 8,415,446

A 100% franked dividend of $7,351,317 for the year ended 30 June 2023 was paid on 30 November 2023 at 2.7 cents per share with 837,432 new shares issued at 84.06 cents each as part of the DRP.

A 100% franked interim dividend of $8,379,191 for FY 2024 was paid on 31 May 2024 at 2.85 cents per share with 633,826 new shares issued at $1.1445 as part of the DRP.

Subsequent to the balance date, the Directors declared a dividend of 3.0 cents per share, 100% franked on 21 August 2024.

Franking credit balance was $3,867,505 on 30 June 2024 (2023: $833,029).

Acrow Annual Report 2024 | 67

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

22. Issued capital (continued)

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising on translation of the Group entities that do not have functional currency of AUD dollars and have been translated for presentation purpose.

No reserve is required at end of June 2024 as the only foreign operation held by Acrow, Noble Mineral Resources Ghana Limited was disposed in January 2024.

Share-based payments reserve

The share-based payments reserve is used to recognise the grant date fair value of shares issued to employees and directors that have not yet vested.

23. Capital management

Management monitors the capital of the Group, in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital and borrowings.

There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

24. Share-based payments

The cost of share-based payments is recorded under Personnel expenses in the Consolidated statement of profit or loss and other comprehensive income. For FY2024, this totalled to $3,275,773 (2023 : $3,216,871).

Options

During the period 300,000 units were exercised at 40 cents per share by forfeiting 133,929 units at market prices for the issue of 166,071 units of ordinary shares.

No further options had been granted in the reporting year, total number of outstanding units on 30 June 2024 were nil (2023: 300,000).

Balance of all outstanding options at balanced date are as follow:

2024 2024 2024 2023 2023 2023
Number of Number of
Grant date Expiry date Exercise price options Exercise price options
16 July2019 16 July2024 $0.40 $0.40 300,000
Balance at 30 June 300,000

Reconciliation of outstanding share options:

2024 2024 2024 2023 2023 2023
Weighted Weighted
average average
Number exercise price Number exercise price
Outstanding at 1 July 300,000 $0.40 6,860,000 $0.47
Granted during the year
Exercised during the year (166,071) $0.40 (5,060,000) $0.47
Forfeited duringtheyear (133,929) (1,500,000) $0.50
Outstanding at 30 June 300,000 $0.40

68 | Acrow Annual Report 2024

Performance Rights

Carried forward from FY2023, there were a total of 12,503,025 units of Performance Rights outstanding which were granted based on Earnings Per Share (EPS) and Total Shareholder Return (TSR) performance hurdles over FY2021 to FY2023 periods. Current year movements are summarised as follows:

Long term variable incentives
Measurement period FY2021-23 FY2024 FY2025 FY2026 Total
Vesting status on 30 June 2024 Vested Unvested Unvested Unvested
Outstanding as of 1 July 2023 7,111,457 5,391,568 12,503,025
Grants / (cancellations) of issues (i) 647,427 4,159,690 3,870,764 8,677,881
Unvested or forfeiture
Vested and exercised as ordinaryshares (ii) (6,250,025) (6,250,025)
Balance outstanding at 30 June 2024 861,432 6,038,995 4,159,690 3,870,764 14,930,881

(i) A total of 8,677,881 units of LTVRs had been granted in FY2024, of which 647,427 units on FY2024 measurement period were granted to senior managers; 4,159,690 units on FY2025 were granted to executives and senior managers and 3,870,764 units on FY2026 were granted to executives and senior managers during the first half year reporting period. These were granted based on Earnings Per Share (EPS) and Total Shareholder Return (TSR) performance hurdles over each measurement period.

  • (ii) 6,250,025 units were exercised, these include some of the 5,404,102 units on FY2023 LTVRs that became vested and exercisable (vesting outcome were 100% on both TSR and EPS issues). Balance on all vested and exercisable LTVRs remaining were 861,432 units on balance date.

Total number of outstanding performance rights on 30 June 2024 were 14,930,881 units (30 June 23: 12,503,025 units).

Performance rights granted in FY2023 and FY2024 have the following terms:

  • (i) Exercise price: nil;

  • (ii) Conversion: upon vesting, conversion to shares on a 1 for 1 basis;

  • (iii) Dividends: not entitled until performance rights are exercised;

  • (iv) Vesting hurdles:

  • a. 50% of each issue measured on Earnings per share (EPS) criteria specifically “Net profit after tax / Weighted average number of shares on issue”.

    • i. A threshold cumulative return of 10% is required below which no vesting will occur.

    • ii. A target return of 15% will vest 50% of performance rights and pro rata between 10% and 15%

    • iii. Above 15% return up to a maximum of 25% return the balance of the performance rights will vest on a pro rata basis.

  • b. 50% of each issue measured on Total Shareholder return (TSR) criteria. This compares the share price and dividends through the measurement period to the ASX Small Industrials Index.

    • i. A threshold cumulative return equal to the market is required below which no vesting will occur.
  • ii. A target return of 130% of the index TSR will vest 50% of performance rights and pro rata between index return and 130% of index return.

  • iii. Above 130% of index return up to a maximum of 160% index return the balance of the performance rights will vest on a pro rata basis.

  • c. The performance rights will be measured between 1 July 2021 and 30 June 2024 for the 2024 issue, 1 July 2022 and 30 June 2025 for the 2025 issue and 1 July 2023 and 30 June 2026 for the 2026 issue.

The model inputs for the performance rights vesting FY2024 granted to senior managers on the 21 August 2023 included:

  • a) Exercise price: nil

  • b) Share price at grant date of 21 August 2023 was $0.91

  • c) Expected price volatility between 16.2% and 35.6% – based on comparable companies

  • d) Expected dividend yield 4.8%

  • e) Risk-free interest rate 4.3%

  • f) Grant date fair values were 78.40 cents per unit on TSR grants and 78.56 cents per unit on EPS grants

The model inputs for the performance rights vesting FY2025 granted to executives and senior managers on the 21 August 2023 included:

  • a) Exercise price: nil

  • b) Share price at grant date of 21 August 2023 was $0.91

  • c) Expected price volatility between 18.0% and 37.3% – based on comparable companies

  • d) Expected dividend yield 4.8%

  • e) Risk-free interest rate 4.3%

Acrow Annual Report 2024 | 69

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

24. Share-based payments (continued)

f) Grant date fair values were 62.92 cents per unit on TSR grants and 74.85 cents per unit on EPS grants

The model inputs for the performance rights vesting FY2026 granted to executives and senior managers on 20 December 2023 included:

  • a) Exercise price: nil

  • b) Share price at grant date of 20 December 2023 was $0.99

c) Expected price volatility between 17.2% and 35.8%- based on comparable companies

d) Expected dividend yield 5.5%

  • e) Risk-free interest rate at 3.7%

f) Grant date fair values were 48.13 cents per unit on TSR grants and 13.82 cents per unit on EPS grants

25. Earnings per share

Basic EPS is calculated by dividing profit for the year attributable to ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following table reflects the income and share data used in the basic and diluted EPS computations:

In dollars 2024 2023
Earnings from continuing and discontinuing operations
Proft excluding signifcant items 32,999,572 30,488,289
Net share-basedpayments and signifcant items (7,440,273) (7,031,249)
Netproft after tax 25,559,299 23,457,040
  • Significant items are comprised of share-based payments, acquisition and rebranding costs as in note 6 and amortisation of intangibles; and for FY2023, significant items are comprised of share-based payments, significant costs in restructuring, preparation of new yards and others as in note 6 and the initial recognition of deferred tax of Acrow Formwork & Scaffolding Pty Ltd $2.6m.
2024 2023
Number of ordinary shares
Weighted average number of ordinary shares used in the calculation of basic EPS 285,910,110 261,861,124
Weighted average number of ordinary shares used in the calculation of diluted EPS 294,996,650 269,961,010
Basic EPS excluding signifcant items (cents per share) 11.54 11.64
Diluted EPS excluding signifcant items (cents per share) 11.19 11.29
Basic EPS (cents per share) 8.94 8.96
Diluted EPS (centsper share) 8.66 8.69
In dollars 2024 2023
Earnings from continuing operations
Proft excluding signifcant items 32,794,816 30,488,289
Net share-basedpayments and signifcant items (7,288,243) (6,951,454)
Netproft after tax 25,506,573 23,536,835
Basic EPS (cents per share) 8.92 8.99
Diluted EPS (centsper share) 8.65 8.72

70 | Acrow Annual Report 2024

26. Capital commitments and contingencies

26. Capital commitments and contingencies
In dollars 2024 2023
Capital commitments
Capital expenditure contracted for at the reporting date but not recognised as liabilities
as follows:
Plant and equipment 6,893,981 5,920,251

27. Reconciliation of cash flows from operating activities

27. Reconciliation of cash fows from operating activities
In dollars 2024 2023
Cash fows from operating activities
Proft 25,354,543 23,457,040
Adjustments for:
●Depreciation and impairment 13,225,818 9,186,227
●Depreciation on right-of-use assets 6,801,667 6,036,729
●Amortisation of other intangible assets 899,400
●(Gain) on disposal of assets (15,037,150) (12,024,427)
●Share-based payment 3,275,773 3,216,871
●Proft on disposal of discontinued business 204,755
●Foreign currency reserve (53,802) (1,939)
Net changes in working capital:
●Trade and other receivables (7,488,278) (4,815,566)
●Inventories (2,611,741) 3,474,702
●Contract assets (485) 69,113
●Prepayments and other assets 278,011 1,225,167
●Assets held for sale 72,579
●Trade and other payables (5,887,798) (6,593,955)
●Provisions and employee benefts 554,043 209,949
●Liabilities associated with assets held for sale 1 (67,063)
●Current income tax liabilities (905,669) (520,959)
●Deferred income tax liabilities 6,374,592 2,916,734
●Lease termination (152,495)
Cash generated from operating activities 24,983,680 25,688,707
Finance costs 7,558,627 4,181,064
Net cash from operating activities 32,542,307 29,869,771

Acrow Annual Report 2024 | 71

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

28. Remuneration of auditors

During the year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd (GT) as the auditor of the parent entity.

In dollars 2024 2023
Audit and review of fnancial reports
Groupand controlled entities 504,716 463,485
Total audit and review of fnancial reports 504,716 463,485
Other assurance services 237,284 21,169
Tax compliance services 185,760 211,788
Total other non-audit services 423,044 232,957
Total servicesprovided by GT 927,760 696,442

29. Key management personnel and related parties

Key management personnel are those persons having authority and responsibility of planning, directing and controlling the activities of the Group, directly or indirectly, including any director, whether executive or otherwise, of the Group.

In dollars 2024 2023
Key management personnel compensation for the period:
●Short term employment benefts 1,688,302 1,482,551
●Long term employment benefts 126,687 110,739
●Post-employment benefts 54,798 50,584
●Share-basedpayments 772,063 1,069,508
Total compensationpaid to key managementpersonnel 2,641,850 2,713,382

Other related party transactions

All intercompany transactions between the parent entity and the subsidiaries and amongst the subsidiaries have been eliminated on consolidation.

30. Financial risk management

Risk management objectives and policies

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, and aging analysis for credit risk.

There was no open foreign exchange contract at 30 June 2024 and 30 June 2023.

Fair value hierarchy

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The fair value hierarchy was not applicable for the year ended 30 June 2024, as the Group held no financial assets or liabilities that required valuation.

Fair value hierarchy is re-assessed annually for any change in circumstance that may suggest a revised level be assigned to a type of balance measured at fair value.

The Group’s risk management is coordinated by management, in close cooperation with the Board of Directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to financial markets.

Fair value inputs are summarised as follows:

72 | Acrow Annual Report 2024

The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below.

Market risk analysis

The Group is exposed to market risk through its use of financial instruments and specifically to interest rate risk and certain other price risks, which result from its operating activities.

Exposure to currency risk

As at 30 June 2024 the Group held the below AUD equivalent of foreign currency risks in USD, EUR and HKD:

30 June 2024 30 June 2023
USD EUR HKD USD EUR HKD
Trade payables 5,406,605 391,655 20,977 4,796,939 682,466 20,880
Purchase orders at 30 June 8,591,008 1,152,708 657,180 11,695,444 2,524,055 359,140
Net exposure 13,997,613 1,544,363 678,157 16,492,383 3,206,521 380,020

Foreign currency sensitivity

A possible strengthening/(weakening) of the USD, EUR or the HKD at 30 June would have affected profit or loss by the amounts (in AUD) shown below. This analysis assumes that all other variables remain constant and ignores the impact of forecast purchases.

Proft or loss Proft or loss Proft or loss
In dollars Strengthening Weakening
USD (10% movement) 1,272,765 (1,555,602)
EUR (10% movement) 140,397 (171,596)
HKD (10% movement) 61,651 (75,351)

Interest rate risk

Interest rate risk is the risk that changes in interest rates impact the Group’s financial performance or the value of its financial instruments.

The Group’s interest rate risk arises from its overdrafts, term loans and when new equipment or trade finances are drawn. Draw down and increase in overdraft under the current debt facility are priced using a floating interest rate plus a fixed margin.

The Group does not currently use interest rate hedges. However, management regularly reviews its funding arrangements to ensure loans are competitively priced and access are maintained to necessary liquidity levels to service the Group’s operational activities.

At 30 June 2024 the Group has the following exposure to interest rates on borrowings:

2024 2023
Fixed rate instruments
Loans and borrowings 25,866,402 23,887,532
Variable rate instruments
Loans and borrowings 44,767,000 27,403,000
Overdraft 3,597,901

Interest Rate Sensitivity

At 30 June 2024, the Group held interest bearing loans of $70,633,402 (2023: $51,290,532) and a bank overdraft of $3,597,901 (2023: nil).

An increase of 100 basis points in interest rates on variable instruments at the reporting date would have a negative impact of $393,621 (2023: $186,571) on the net profit, whereas a decrease of 100 basis points would have a positive impact of $388,728 (2023: $189,867) on the net profit.

Acrow Annual Report 2024 | 73

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

30. Financial risk management (continued)

Credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk principally through receivables from customers. The Group leases hire equipment and provides services to consumers pursuant to policies and procedures that are intended to ensure that there is no concentration of credit risk with any particular individual, company or other entity.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors such as market segment, financial profile, default risk of the industry sector and credit history of the customers. To manage this risk, the Group has a policy for establishing credit approvals and limits under which each new customer is analysed individually for creditworthiness before standard payment terms and limits are granted. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties. The summary of the Group’s trade receivables is available in note 11.

The Group conducts an ongoing assessment of expected credit losses (ECL) by analysing actual loss experience of the Group, arrears, and other inputs such as exposure or timing. The assessment is broken down into 4 sectors including Industrial Services, Civil Infrastructure, Commercial, and Residential. These sectors are then analysed in a set of 5 stages ranging from currently due receivables to receivables due in over 90 days. The Group also separately quantifies receivables due from entities in liquidation/default.

Macroeconomic Scenarios

Expected credit losses (“ECL”) are a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Group has a process for incorporating forward looking economic scenarios and determining the probability weightings assigned to each scenario in determining the overall ECL. The Group prepares a base, best and worst-case scenarios based on economic variables.

Write-off policy

The Group writes off financial assets in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include (i) ceasing enforcement activity and (ii) where the Group’s recovery method is foreclosing on collateral and the value of the collateral such that there is no reasonable expectation of full recovery.

Liquidity risk analysis

Liquidity risk is the risk that the Group might be unable to meet its obligations.

The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below.

Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

Net cash requirements are compared to available borrowing facilities to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period. Refer to note 19 for undrawn borrowing facilities.

The Group’s objective is to maintain cash to meet its liquidity requirements for 30-day periods at a minimum. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, notably its cash resources and trade receivables.

The Group has incorporated this by use of a management overlay or economic risk reserve.

74 | Acrow Annual Report 2024

The following liquidity risk disclosures reflect all contractually fixed repayments and interest resulting from recognised financial liabilities and derivatives as of 30 June 2024. The timing of cash flows for liabilities is based on the contractual terms of the underlying contract.

Contractual cash fow Contractual cash fow Contractual cash fow Contractual cash fow Contractual cash fow
Carrying
Amount Total 1 year or less 1 to 5 years Over 5 years
2024
Non-derivative fnancial liabilities
Deferred considerations 5,718,783 (5,887,252) (1,689,560) (4,197,692)
Trade payables and accrued expenses 21,535,436 (21,535,436) (21,535,436)
Loans and borrowings 70,633,402 (79,179,408) (26,023,208) (53,156,200)
Lease liabilities 32,461,961 (38,885,252) (7,280,278) (22,016,578) (9,588,396)
130,349,582 (145,487,348) (56,528,482) (79,370,470) (9,588,396)
2023
Non-derivative fnancial liabilities
Trade payables and accrued expenses 14,890,123 (14,890,123) (14,890,123)
Loans and borrowings 51,290,532 (54,213,736) (24,098,777) (30,114,959)
Lease liabilities 23,912,717 (27,132,178) (6,525,646) (16,246,407) (4,360,125)
90,093,372 (96,236,037) (45,514,546) (46,361,366) (4,360,125)

31. Group entities

The consolidated financial statements include the financial statements of the following wholly-owned subsidiaries:

Place of % Equity
incorporation interest
Acrow Holdings Pty Limited (a), (b) NSW 100%
Acrow Formwork and Scafolding Pty Ltd (a), (b) NSW 100%
Acrow Screens Pty Ltd (a), (b), (c) NSW 100%
Acrow Screens (QLD) Pty Ltd (a), (b), (c) QLD 100%
Acrow Industrial Group Pty Ltd (a), (b), (c) QLD 100%
Uni-span Height Safety Pty Ltd (a), (b) QLD 100%
Unispan Australia Pty Ltd (a), (b) QLD 100%
Uni-span Formwork Solutions Pty Ltd (a), (b) QLD 100%
MI Scafold Pty Ltd (a), (b) QLD 100%
Benchmark Scafolding & Edge Protection Pty Ltd (a), (b) QLD 100%
Acrow Group Investments Pty Ltd (a), (b) NSW 100%
Noble Mineral Resources Ghana Limited (d) Ghana 0%

(a) These subsidiaries have been granted relief from the necessity to prepare financial reports under the option available to the Group under ASIC Corporations (Wholly Owned Companies) Instrument 2016/785.

  • (b) These subsidiaries, along with Acrow Limited (the parent entity of the Group), form the Deed of Cross Guarantee Group described further from note 31.

  • (c) Names of these subsidiaries had been changed in FY2024 as part of corporate rebranding, no change to Australian Business Numbers:

  • Acrow Screens Pty Ltd, formerly known as Natform Pty Ltd

  • Acrow Screens (Qld) Pty Ltd, formerly known as Natform (QLD) Pty Ltd

  • Acrow Industrial Services Group Pty Ltd, formerly known as Uni-span Group Pty Ltd

(d) The Group disposed this subsidiary on 29 January 2024.

Acrow Annual Report 2024 | 75

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

32. Deed of cross guarantee

Acrow Limited, Acrow Holdings Pty Limited, Acrow Formwork and Scaffolding Pty Ltd, Acrow Screens Pty Ltd, Acrow Screens (QLD) Pty Ltd, Acrow Industrial Group Pty Ltd, Uni-span Height Safety Pty Ltd, Unispan Australia Pty Ltd, Uni-span Formwork Solutions Pty Ltd and Acrow Group Investments Pty Ltd are parties to a deed of cross guarantee (‘the Deed’) under which each company guarantees the debts of the others. By entering into the Deed, the wholly owned entities have been relieved from the requirement to prepare a financial report and Directors’ Report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

In FY2024, newly acquired MI Scaffold Pty Ltd and Benchmark Scaffolding & Edge Protection Pty Ltd have been added to the Deed.

The above companies represent a ‘closed group’ for the purpose of the Class Order, and as there are no other parties to the Deed that are controlled by Acrow Limited, they also represent the ‘extended closed group’.

The following statement of profit or loss and statement of financial position comprises Acrow and its controlled entities which are party to the Deed of Cross Guarantee, after eliminating all transactions between parties to the Deed.

Statement of profit or loss

For the year ended 30 June 2024

In dollars 2024 2023
Revenue 193,114,919 149,814,345
Other income 15,037,150 12,024,427
Personnel expenses (80,623,830) (55,699,125)
Sub-contract labour costs (10,846,322) (15,469,758)
Inventory purchased, net of changes in fnished goods (29,878,964) (28,012,324)
Depreciation (20,027,484) (15,222,956)
IT and telecommunication expenses (2,288,128) (1,858,760)
Freight costs (3,003,585) (1,914,389)
Insurance expenses (2,112,241) (1,216,688)
Expected credit loss provision and bad debt expense (2,053,183) (3,145,000)
Amortisation of other intangible assets (899,400)
Other expenses (10,384,775) (5,854,273)
Proft before net fnance costs and income tax 46,034,157 33,445,499
Finance costs (7,558,627) (4,481,063)
(7,558,627) (4,481,063)
Proft before income tax 38,475,530 28,964,436
Income tax expense (13,120,987) (5,352,740)
Proft from continuing operations 25,354,543 23,611,696
Proft from discontinued operations 204,756
Proft for theperiod 25,559,299 23,611,696

76 | Acrow Annual Report 2024

Statement of Financial Position

As at 30 June 2024

In dollars 2024 2023
Current assets
Cash and cash equivalents 5,593,504 4,939,277
Trade and other receivables 53,735,780 39,178,433
Inventories 14,009,225 11,397,484
Contract assets 43,299 42,814
Prepayments and other assets 4,370,251 3,850,665
Total current assets 77,752,059 59,408,673
Non-current assets
Property, plant and equipment 170,421,375 131,589,548
Right-of-use lease assets 28,061,115 20,088,885
Goodwill 19,971,167 7,428,704
Other intangible assets 16,239,924
Total non-current assets 234,693,581 159,107,137
Total assets 312,445,640 218,515,810
Current liabilities
Bank overdraft 3,597,901
Trade payables and accrued expenses 21,535,436 14,739,052
Other payables 1,737,880 3,000,000
Employee benefts 7,903,481 6,186,367
Lease liabilities 5,727,741 6,375,328
Loans and borrowings 21,485,595 21,907,696
Current tax liabilities 2,029,461 1,348,072
Total current liabilities 64,017,495 53,556,515
Non-current liabilities
Other payables 3,980,903 4,000,000
Employee benefts 778,061 628,024
Lease liabilities 26,734,220 17,537,389
Loans and borrowings 49,147,807 29,382,836
Provisions 569,274 469,274
Deferred income tax liability 26,257,568 9,907,149
Total non-current liabilities 107,467,833 61,924,672
Total liabilities 171,485,328 115,481,187
Net assets 140,960,312 103,034,623
Equity
Issued capital 89,458,912 61,809,122
Reserves 4,674,077 4,022,213
Retained earnings 46,827,323 37,203,288
Total equity 140,960,312 103,034,623

Acrow Annual Report 2024 | 77

Notes to the Consolidated Financial Statements (continued)

For the year ending 30 June 2024

33. Parent entity disclosures

33.
Parent entity disclosures
In dollars 2024 2023
Results of the parent entity
Proft for theperiod 11,264,631 4,257,926
Total comprehensive income for theperiod 11,264,631 4,257,926
Financial position of the parent entity at year end
Current assets 30,174 42,940
Non-current assets 84,714,269 54,889,773
Total assets 84,744,443 54,932,713
Current liabilities 6,168,956 193,003
Total liabilities 6,168,956 193,003
Net assets 78,575,487 54,739,710
Equity
Issued capital 89,458,912 61,809,122
Reserves 4,674,077 4,022,213
Retained earnings (15,557,502) (11,091,625)
78,575,487 54,739,710

Accounting policies of the parent company Acrow Limited are consistent with the Group and subsidiaries.

Investments in subsidiaries are accounted for at cost in the financial statements of the parent entity, these are reviewed annually for recoverability at the reporting date.

34. Operating segments

The Group’s operating segment is based on the internal reports that are reviewed and used by the Board of Directors and the executive management team (being the Chief Operating Decision Makers (“CODM”)) in assessing the financial performance and in determining the allocation of resources. The Group operates in the building construction market, providing falsework, formwork, scaffolding, screens and related material for hire and sales. There are no operating segments for which discrete financial information exists.

The information reported to the CODM, on at least monthly basis, is the consolidated results as shown in the statement of profit or loss and other comprehensive income and statement of financial position.

35. Subsequent events

On 21 August 2024 the Directors declared a 100% franked dividend of 3.0 cents per share to be paid on 29 November 2024. Dividend Reinvestment Plan is available for election. The dividend has not been provided for in this financial report as it was not declared until after 30 June 2024.

Other than the above events, there has not otherwise arisen between 30 June 2024 and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Group, to affect significantly the operations of the Group, the results of those operations, or the state of the affairs of the Group in future financial years.

78 | Acrow Annual Report 2024

Consolidated Entity Disclosure Statement

As at 30 June 2024

Trustee, Place of Australian Foreign
partner or business / resident jurisdiction
participant % of share country of or foreign of foreign
Type of Entity in JV capital incorporation resident residents
Parent entity
Acrow Limited Body
corporate 100% Australia Australia n/a
Subsidiaries
Acrow Holdings Pty Limited Body
corporate 100% Australia Australia n/a
Acrow Formwork and Body
Scafolding Pty Ltd corporate 100% Australia Australia n/a
Acrow Screens Pty Ltd Body
corporate 100% Australia Australia n/a
Acrow Screens (QLD) Pty Ltd Body
corporate 100% Australia Australia n/a
Acrow Industrial Group Pty Ltd Body
corporate 100% Australia Australia n/a
Uni-span Height Safety Body
Pty Ltd corporate 100% Australia Australia n/a
Unispan Australia Pty Ltd Body
corporate 100% Australia Australia n/a
Uni-span Formwork Solutions Body
Pty Ltd corporate 100% Australia Australia n/a
MI Scafold Pty Ltd Body
corporate 100% Australia Australia n/a
Benchmark Scafolding & Body
Edge Protection Pty Ltd corporate 100% Australia Australia n/a
Acrow Group Investments Body
PtyLtd corporate 100% Australia Australia n/a

Basis of preparation

This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.

Acrow Annual Report 2024 | 79

Directors’ Declaration

For the year ending 30 June 2024

The directors of Acrow Limited (the Group) declare that :

  • (a) With regard to the consolidated entity disclosure statement (on page 79), the statement is true and correct and complies with the requirements of Section 295 of the Corporations Act 2001.

  • (b) The consolidated financial statements and notes set out on pages 42 to 78 and the Remuneration Report in the Directors’ Report, set out on pages 22 to 41 are in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance, for the financial year ended on that date; and

  • (ii) complying with Australian Accounting Standards, International Financial Report Standards and the Corporations Regulations 2001;

  • (c) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

  • (d) There are reasonable grounds to believe that Acrow Limited and its controlled entities identified in note 30 will be able to meet any obligations or liabilities to which they are or may become subject by virtue of the Deed of Cross Guarantee between Acrow Limited and its controlled entities pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

  • (e) The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2024.

Signed in accordance with a resolution of the Directors:

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Peter Lancken

Chairman Sydney, 27 September 2024

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Steven Boland Director, Chief Executive Officer Sydney, 27 September 2024

80 | Acrow Annual Report 2024

Independent Auditor’s Report

For the year ending 30 June 2024

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Grant Thornton Audit Pty Ltd Level 17 383 Kent Street Sydney NSW 2000 Locked Bag Q800 Queen Victoria Building NSW 1230 T +61 2 8297 2400

Independent Auditor’s Report

To the Members of Acrow Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Acrow Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

  • a giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance for the year ended on that date; and

b complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

www.grantthornton.com.au

ACN-130 913 594

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.

Acrow Annual Report 2024 | 81

Independent Auditor’s Report (continued)

For the year ending 30 June 2024

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

matters.
Key audit matter How our audit addressed the key audit matter
Carrying value of goodwill (Note 16)
Intangible assets comprise goodwill totalling $20m, Our procedures included, amongst others:
relating to the acquisition of MI Scaffold Pty Ltd
($9.6m) and Benchmark Scaffolding & Edge Protection
Pty Ltd ($3.0m), as well as historical balances relating
to previous acquisitions of Acrow Screens ($7.3m) and
Uni-Span ($127k).
Enquiring with management to obtain and document
an understanding of the processes and controls
related to the assessment of impairment, including
the calculation of the recoverable amount;
In accordance with_AASB_ 136 Impairment of Assets,
the Group is required to test the carrying value of
Obtaining management’s value-in-use calculations
to:
goodwill annually unless impairment indicators are −Test the mathematical accuracy;
present earlier. −Evaluate management’s ability to perform
Management has tested goodwill for impairment by accurate estimates by comparing historical
comparing the carrying value of the assets related to forecasting to actual results;
this cash-generating unit to a valuation model based on
the value in use of these assets.
−Test forecast cash inflows and outflows; and
We have determined this is a key audit matter as this
assessment requires the exercise of significant
−Assess the discount rates applied to forecast
future cash flows;
judgement about forecasting future revenues and Evaluating the value in use model against the
expenses, including discount rates applied to cash requirements of AASB 136, including consultation
flows. with our internal valuation experts;
Performing sensitivity analysis on the significant
inputs and assumptions made by management in
preparing the calculation; and
Assessing the appropriateness of the disclosures
included in the financial report.
Expected credit loss (Note 11)
The Group’s expected credit loss provision amounts to Our procedures included, amongst others:
$4.0m. Assessing the Group’s expected credit loss model at
In accordance with_AASB 9_ Financial Instruments, the year end with respect to the requirements of the
Group is required to prepare an estimation of expected accounting standard AASB 9;

In accordance with AASB 9 Financial Instruments , the Group is required to prepare an estimation of expected credit losses as at 30 June 2024.

  • Reviewing management’s accounting paper and assessing the reasonableness of key assumptions used in their expected credit loss model;

We have determined this is a key audit matter due to the inherent subjectivity involved in the Group making forward looking judgements in relation to the recovery of credit risk exposures. We further note there is an increased risk in relation to the recoverability of trade receivables in the current year due to the unstable environment in the construction industry resulting from the insolvency risk that may impact the Group’s customers.

  • Testing the trade receivables ageing profile prepared by the Group for the purpose of placing reliance on the trade receivables ageing profile for our analysis;

  • Assessing the Group’s identification of credit impaired trade receivables including the basis adopted by the Group in the identification;

  • Challenging the identified trade receivables by taking into account past payment trends, industry

Grant Thornton Australia Limitedtd 2

82 | Acrow Annual Report 2024

Key audit matter How our audit addressed the key audit matter How our audit addressed the key audit matter
data and observable data specific to the relevant
customers and to customers that are more than 90
days past due; and
Assessing the appropriateness of the disclosures
included in the financial report.
Acquisition Accounting – MI Scaffold Pty Ltd (Note
9)
The Group acquired 100% of the ordinary shares of MI Obtaining the purchase agreement, and bank
Scaffold Pty Ltd (“MI Scaffold”) on 10 November 2023, statements to confirm the terms of the contract and
for a total consideration of $31.0m. The value of agreeing payments to the bank statement;
goodwill on acquisition totalled $9.6m. Obtaining the financial information of MI Scaffold
In accordance with_AASB 3 Business Combinations_ and agreeing material balances to supporting
(AASB 3), acquisition accounting of a business information;
involves the recognition and measurement of
identifiable assets and liabilities at their fair value.
Assessing the appropriateness of the accounting
treatment of the acquisition in accordance with
As a result, this is a key audit matter due to the AASB 3;
complexity and judgements involved within the
assessment of AASB 3 and the estimation involved in
the valuation of the acquired assets and the valuation
of the deferred and contingent considerations.
Assessing the competence, capabilities and
objectivity of the independent experts engaged by
management to perform the valuation;
Assessing the accounting treatment of contingent
and deferred considerations and the underlying
calculations of these liabilities;
Assessing the reasonableness of the useful lives of
the acquired assets; and
Evaluating the appropriateness of the disclosure of
the acquisition in the financial statements.

Information other than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial report

The Directors of the Company are responsible for the preparation of:

  • a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and

  • b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and

Grant Thornton Australia Limitedtd 3

Acrow Annual Report 2024 | 83

Independent Auditor’s Report (continued)

For the year ending 30 June 2024

for such internal control as the directors determine is necessary to enable the preparation of:

  • i the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and

  • ii the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This description forms part of our auditor’s report.

Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2024.

In our opinion, the Remuneration Report of Acrow Limited for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001 .

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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Grant Thornton Audit Pty Ltd Chartered Accountants

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N P Smietana Partner – Audit & Assurance

Sydney, 27 September 2024

Grant Thornton Australia Limitedtd 4

84 | Acrow Annual Report 2024

Shareholder Information

For the year ending 30 June 2024

Additional Information for Listed Entities

The additional information set out below, in accordance with ASX Listing Rule 4.10, was applicable as at 16 September 2024.

Substantial Holders[1]

Name Shares %
Perennial Value Asset Management 25,467,210 9.57

1 As disclosed in the most recent substantial holder notices given to the Company under the Corporations Act.

Distribution of equity securities

Distribution of equity securities
Fully Paid Ordinary Shares Unlisted Performance Rights
% of
No. of holders % of securities No. of holders securities
1 to 1,000 1,789 0.10%
1,001 to 5,000 995 0.93%
5,001 to 10,000 701 1.87%
10,001 to 100,000 1,845 20.81% 4 1.80%
100,001 and over 355 76.27% 33 98.20%
Total no. of holders 5,685 37
No. of holders holdingless than a marketableparcel 1,520
Total no. of securities 301,411,067 14,915,881

Voting Rights

Fully Paid Ordinary Shares – on a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share have one vote.

Performance Rights – do not have voting rights.

Acrow Annual Report 2024 | 85

Shareholder Information (continued)

For the year ending 30 June 2024

Top Holders

20 Largest Holders of Fully Paid Ordinary Shares

No. of % of total
securities securities
**Position ** Holder Name held on issue
1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 35,759,276 11.86%
2 CITICORP NOMINEES PTY LIMITED 21,451,167 7.12%
3 KENECO PROPERTY PTY LTD 13,086,667 4.34%
4 MARGARET ANNA PROKOP 7,126,209 2.36%
5 NETWEALTH INVESTMENTS LIMITED 7,063,149 2.34%
6 UBS NOMINEES PTY LTD 6,426,310 2.13%
7 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 6,022,862 2.00%
8 MRP PROPERTY PTY LTD 5,376,043 1.78%
9 11 BELGRAVIA PTY LTD 4,026,837 1.34%
10 CONCHORD PTY LTD 3,853,044 1.28%
11 MR ANDREW HAROLD KENNARD & MRS PRUDENCE ALICE KENNARD
3,039,474 1.01%
12 MALCOLM & JUNE ROSS INVESTMENTS PTY LTD 2,700,364 0.90%
13 BNP PARIBAS NOMINEES PTY LTD 2,582,370 0.86%
14 JOSAMBA PTY LTD 2,500,000 0.83%
15 DRACKA PTY LTD 2,396,626 0.80%
16 WHOOSHKA NOMINEES PTY LTD 2,184,976 0.72%
17 BOND STREET CUSTODIANS LIMITED 2,000,000 0.66%
18 CUSTOM SCAFFOLD DESIGNS PTY LTD 1,773,994 0.59%
19 BNP PARIBAS NOMINEES PTY LTD 1,705,180 0.57%
20 BRUNDEE INVESTMENTS PTY LTD 1,701,820 0.56%
Total 132,776,368 44.05%
Total Issued Capital 301,411,067 100.00%

There are no holders of more than 20% of any of the classes of unquoted securities.

Restricted Securities or securities subject voluntary escrow

End date of
No. of restriction/
Securities Type of restriction/escrow securities escrow
FullyPaid OrdinaryShares Voluntaryescrow 1,773,994 1 March 2025

Other Information

The Company’s securities are not quoted on any other stock exchange.

The Company is not currently conducting an on-market buy-back.

The Company has not sought approval to issue any securities for the purposes of item 7 of section 611 of the Corporations Act 2001 (Cth).

The Company has not purchased any securities on-market under or for the purposes of an employee incentive scheme, or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive scheme.

86 | Acrow Annual Report 2024

Corporate Directory

For the year ending 30 June 2024

COMPANY

Acrow Limited

BOARD OF DIRECTORS

Mr Peter Lancken AM | Non-Executive Chairman

Mr Steven Boland | Executive Director

Mrs Melanie Allibon | Non-Executive Director (Chair of the Remuneration and Nomination Committee)

Ms Laurie Lefcourt | Non-Executive Director (Chair of the Audit and Risk Committee)

Mr David Moffat | Non-Executive Director

CHIEF FINANCIAL OFFICER

Mr Andrew Crowther

SHARE REGISTRY

Automic Group Level 5, 126 Phillip Street Sydney NSW 2000 Phone: 1300 288 664

AUDITOR

Grant Thornton Audit Pty Ltd Level 17, 383 Kent Street Sydney NSW Australia 2000

ASX CODE

ACF

ACN

124 893 465

COMPANY SECRETARY

Mr Lee Tamplin

REGISTERED OFFICE

2A Mavis Street, Revesby NSW 2212 Phone: 02 9780 6500

Back cover: WOVA Woden Valley residential project, Canberra

Acrow Annual Report 2024 | 87

www.acrow.com.au Sydney | Brisbane | Gold Coast | Adelaide | Hobart | Launceston | Melbourne | Perth

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