MAXIPARTS LIMITED - Annual Report 2012

Rules 4.2A.3

Appendix 4E

Preliminary final report

Introduced 1/1/2003

Name of entity

MAXITRANS INDUSTRIES LIMITED

ABN 58 006 797 173 Year Ended 30 June 2012

Results for announcement to the market

Results for announcement to the market	Results for announcement to the market	Results for announcement to the market	Results for announcement to the market

$A’000 Revenues from ordinary activities up 36.7% to 276,767 Profit (loss) from ordinary activities after tax attributable to members up 195.7% to 12,334 Net profit (loss) for the period attributable to members up 195.7% to 12,334
2012 2011 Basic earnings per share (cents per share) 6.70¢ 2.27¢ Diluted earnings per share (cents per share) 6.62¢ 2.27¢ Net Tangible Assets Backing (cents per ordinary share) 29.91¢ 35.14¢

Dividends (distributions) - Note 18		Amount per security	Franked amount persecurity
Final dividend – Ordinary shares Interimdividend–Ordinary shares		2.25¢ 2.00¢	2.25¢ 2.00¢
Previous corresponding period: Final dividend – Ordinary shares Interimdividend–Ordinary shares		1.50¢ Nil	1.50¢ Nil
Record date for determining entitlements to the dividend. 28 September 2012 Refer attached ASX announcement regarding commentary on revenue, earnings and business outlook. Refer attached Report of Directors and Financial Report.
	28 September 2012

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RESULTS FOR THE YEAR ENDED 30 JUNE 2012 REVENUE UP 37%, NPAT UP 195%

MaxiTRANS Industries Limited (‘MXI’) today announced a 37% increase in revenue to $277 million and a 195% increase in net profit after tax attributable to MXI shareholders to $12.3 million for the year ended 30 June 2012.

This result is in line with the Trading Update issued by the Directors in May 2012 and includes a minimal impact from the acquisition of Queensland Diesel Spares Pty Ltd and AZMEB Global Trailers.

Earnings per share (basic) have increased from 2.27 cents to 6.70 cents. Consequently, the Directors have declared a final dividend of 2.25 cents per share (fully franked) payable on 12 October 2012 to all holders of ordinary shares at the record date, 28 September 2012. This follows the fully franked dividend of 2.0 cents per share declared and paid to shareholders during the year and takes the total dividend for FY12 to 4.25 cents per share; representing a payout ratio of 63%.

(A$’000)	Year ended 30/06/12	Year ended 30/06/11	% Increase (Decrease)
Sales revenue	276,767	202,476	+37%
Underlying EBIT1, 2, 3	18,116	5,949	+204%
Interest expense	(1,321)	(1,538)
Underlying netprofit before tax2, 3	16,795	4,411	+280%
Tax expense	(4,273)	(702)
Underlying netprofit after tax2, 3	12,522	3,709	+238%
Restructuringcosts(after tax) 3	-	(1,735)
Non-operating gains(after tax) 3	-	2,197
Netprofit after tax	12,522	4,171	+200%
Non-controllinginterests	(188)	-
Netprofit attributable to MXI equity holders	12,334	4,171	+195%
EPS(basic) (centsper share)	6.70	2.27	+195%

Underlying EBIT refers to profit for the period before income tax expense, finance costs, restructuring costs and non-operating gains
Underlying results are disclosed in order to provide useful information regarding the ongoing performance of the company.
Non-IFRS measures have not been subject to audit or review by external auditors.

The FY12 result was underpinned by improved market conditions and ongoing activity in the mining and resources and agricultural sectors together with the receipt of a number of high volume orders from existing and new large fleet customers. Strong demand for all of our key brands, products and services resulted in unit sales growing by 35% in FY12 as well as order banks finishing the year 70% higher than FY11. The year’s result was also enhanced by the benefits which flowed from a number of strategic initiatives implemented in FY11.

On 2 April 2012, we acquired Queensland Diesel Spares Pty Ltd (“QDS”); a leading retailer of truck parts, accessories and consumables to the Queensland transportation and mining industries. With annual sales revenue of more than $40 million and a normalised EBIT[4] of approximately $4.5 million this further diversifies revenue and earnings, increases exposure to a higher margin business and provides a stable earnings stream to the Group. The acquisition is expected to increase contribution to Group net profit before tax from our parts and service

Page 1 of 3

business to approximately 50% in FY13 (from 11% in FY08). Significant synergies are expected to flow in FY13 and beyond from the combination of Colrain and QDS.

On 21 May 2012, we acquired the business of Azmeb Global Trailers (“AZMEB”); a leading designer, manufacturer and marketer of side tippers to the mining and resources sector and to the waste management industry. With annual sales revenue of $20 million and a normalised EBIT[4] of $2 million, AZMEB adds a new customer base and increases our exposure to growing sectors of the Australian economy. Focusing on increasing production capacity to meet market demand as well as expanding the geographical distribution of AZMEB’s products throughout Australia, we anticipate growth in FY13.

The Managing Director of MaxiTRANS, Michael Brockhoff said: “MaxiTRANS has recorded exceptional profit growth in the 2012 financial year. We have benefited from strong demand from key customer groups – particularly in the mining, resources and agriculture sectors. In addition, our investment in increased production capacity and highly strategic acquisitions, together with an ongoing focus on product innovation, ensure we are well-placed to further improve our market position.”

REVIEW OF OPERATIONS

1) New Trailers and Tippers

Vans, Trailers and Rigid Bodies

Unit sales of trailers, vans and rigid bodies in FY12 increased by 42% compared with FY11 and order banks at the end of FY12 are 50% higher than the prior year.

The strength of the mining and resources sector has translated into strong demand for trailers. A number of large orders were secured during the year from key customers in traditional freight markets as well as in the mining and resources and military sectors.

We commence FY13 with a very strong order bank for trailers and vans and, in the absence of an economic slowdown, expect the mining and resources sector to continue driving demand.

Tippers

Unit sales of tippers in FY12 increased by 23% and order intake increased by 58% compared with FY11. Activity in the agricultural and the mining and resources sectors drove demand throughout the year despite the continuation of depressed conditions in the construction (truck and dog) market for tippers.

Our activity in the mining and resources sector accelerated during the year following the launch of several new products as well as the delivery of extra heavy duty side tippers for coal cartage in Queensland. Following their successful commissioning, additional orders have been received for delivery in early FY13.

The outlook for FY13 is very positive as a result of the acquisition of AZMEB and a large order bank, subject to conditions in the agricultural and mining and resources sectors continuing to be positive.

New Zealand

Unit sales for FY12 were 35% up on the prior year compared with the New Zealand trailing equipment market which grew by 20% in the same period.

Following the relocation to new purpose built premises; the business was expanded through Freighter product range extensions and new product designs that deliver tare weight advantages. We expect order intake to increase as the market adjusts to changes to the Road User Charge (RUC) tax system which were recently announced.

Page 2 of 3

With the finalisation of new regulations, the expansion of our product range and the benefit of a new and larger manufacturing facility, our New Zealand business is expected to grow in sales and market share in FY13.

2) Parts & Service

Revenue from the parts and service businesses increased by 43% and contribution to Group profit before tax grew by 65% in FY12. This included a nominal contribution from the acquisition of QDS.

The Colrain parts business delivered another record profit contribution in FY12 due to a strong OEM and aftermarket parts sector and new and extended product ranges. The parts and service business was also bolstered by a 42% increase in profit contribution from MTC despite demand for panel kits in China slowing recently.

We expect our parts and service businesses to grow strongly in FY13 following the addition of QDS. Synergies are expected to be significant as product ranges are shared, product and operational costs are reduced and market opportunities maximised.

3) Joint Venture

Our Queensland dealer, in which the Company has a 36.67% shareholding, has changed its name to Trailer Sales (from Freighter Maxi-CUBE Queensland). FY12 net profit after tax was 70% up on the prior year as a result of improved market conditions and strong orders for new equipment, spare parts and workshop services.

OUTLOOK

With an order bank coming into FY13 which is 70% higher than the prior year, we expect performance in the first half of FY13 to benefit from continuing high production and sales volumes and associated efficiencies.

We expect that our trailer and tipper businesses will, in the absence of any economic slowdown, continue to be driven by strong demand from mining and resources and the agricultural sector and that our parts business will grow organically as a result of new and expanded product ranges.

In addition, the contribution from QDS and AZMEB for a full year is expected to add significantly to earnings growth in FY13.

New Zealand will continue to benefit from an expanded product range and larger facilities in a trailer market which is expected to recover, while we expect MTC’s Chinese market to be soft in the short term.

The composition of the Group’s earnings has been enhanced as a result of strategic initiatives and acquisitions in FY11 and FY12, and is now weighted more heavily towards stable and recurring income streams. This, together with a sound balance sheet, supports further incremental investment initiatives.

For more information please contact the Managing Director, Mr. Michael Brockhoff, or the Chief Financial Officer, Mr. Marcello Mattia on (03) 8368 1100.

Ian Davis Michael Brockhoff Chairman Managing Director 17 August 2012

Normalised EBIT refers to unaudited net profit before income tax and finance costs adjusted to derive an estimated earnings base for the business under MXI ownership.

Page 3 of 3

Corporate Governance Statement	2
Report of the Directors	9
Directors Declaration	21
Consolidated Income Statement	22
Consolidated Statement of Comprehensive Income	22
Consolidated Statement of Financial Position	23

Consolidated Statement of Changes in Equity 24 Consolidated Statement of Cash Flows 25 Notes to the Consolidated Financial Statements 26 Independent Auditor’s Report 65 ASX Additional Information 66

Financial Summary

		F2008	F2009	F2010	F2011	F2012
Revenue	$’000	290,740	252,621	235,387	202,476	276,767
EBITDA	$’000	30,309	7,339	14,741	11,230	23,549
EBIT	$’000	24,815	1,373	8,712	5,879	18,116
NPBT	$’000	21,943	(993)	7,124	4,341	16,795
NPAT - attributable to equity holders	$’000	16,101	(1,894)	5,766	4,171	12,334
Signif cant Items in NPBT	$’000	–	(7,565)	(1,218)	(70)	-
Basic EPS	cents	9.38	(1.09)	3.17	2.27	6.70
Ordinary dividends/share declared	cents	5.50	1.00	2.00	1.50	4.25
Depreciation	$’000	3,737	4,356	4,296	3,697	3,818
Amortisation – leased assets	$’000	824	678	801	874	835
Amortisation – intangibles	$’000	933	932	932	780	780
Capex additions	$’000	5,046	4,116	6,329	3,888	4,701
Operating cash f ow	$’000	18,600	14,072	8,723	9,058	17,567
NTA	$’000	57,976	58,141	63,432	64,652	55,033
Net assets	$’000	91,058	84,154	88,513	91,722	98,695
Interest bearing liabilities	$’000	34,542	26,593	24,039	16,161	29,884
Finance costs	$’000	2,872	2,366	1,588	1,538	1,321
Total bank debt	$’000	31,867	22,935	20,000	12,700	26,000
Net debt/equity	%	36%	29%	25%	11%	26%
Interest cover	times	8.64	3.78(i)	6.25(i)	3.87(i)	13.71
(i)Pre signif cant items

MaxiTRANS Industries Limited

This statement refl ects MaxiTRANS Industries Limited’s (‘MaxiTRANS’ or 'the Company') corporate governance policies and practices as at 30 June 2012 and which, unless otherwise stated, were in place throughout the year. The essential corporate governance principles incorporating the best practice recommendations of the ASX Corporate Governance Council (‘Council’), together with MaxiTRANS’ policies and procedures and the Company’s compliance with the Council recommendations, are as follows:

1. PRINCIPLE 1:

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1:

Formalise and disclose the functions reserved to the Board and those delegated to management

Role and responsibility of the Board and management

The Board acts on behalf of shareholders and is accountable to shareholders for the overall direction, management and corporate governance of the Company. The MaxiTRANS Board Charter formally defi nes the role and responsibilities of the Board.

¡ providing strategic advice to management;
¡ reporting to shareholders and ensuring that all regulatory requirements are met;
¡ input into and fi nal approval of management’s development of corporate strategy and performance objectives;
¡ reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance to ensure appropriate compliance frameworks and controls are in place;
¡ monitoring compliance with regulatory requirements and the Company’s own ethical standards and policies;
¡ determining dividend payment and fi nancing dividend payment;
¡ approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
¡ approving and monitoring fi nancial and other reporting; and
monitoring and ensuring compliance with best practice corporate governance requirements.

The Board is responsible for:

¡ overseeing the Company, including its control and accountability systems;
¡ appointing and removing the Managing Director;
¡ monitoring the performance of the Managing Director;
¡ ratifying the appointment and, where appropriate, the removal of the Chief Financial Offi cer and Company Secretary;
¡ ratifying other senior executive appointments, organisational changes and senior management remuneration policies and practices;
¡ approving succession plans for the management team;
¡ monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available;

Role and responsibility of senior management

Responsibility for the day to day management and administration of MaxiTRANS is delegated by the Board to the Managing Director and the executive management team. The management team manages MaxiTRANS in accordance with the strategy, plans and policies approved by the Board. The Board has in place procedures to assess the performance of the management team.

MaxiTRANS has a Managing Director and a Chief Financial Offi cer (CFO).

¡ The Managing Director plans and directs all aspects of MaxiTRANS’ policies, objectives and initiatives, and is responsible for the short and long term profi tability and growth of MaxiTRANS.
¡ The Managing Director demonstrates expertise in a variety of concepts, practices, and procedures and relies on extensive experience and judgment to plan and accomplish goals.

MaxiTRANS Industries Limited

¡ The Managing Director has an excellent understanding of MaxiTRANS, its products and the market in which it operates.
¡ The Managing Director leads and directs the work of others employed by MaxiTRANS. A wide degree of creativity and latitude is expected of the Managing Director to ensure the continued success of MaxiTRANS.
¡ The CFO is responsible for directing MaxiTRANS’ overall fi nancial policies and reports to the Managing Director.
¡ The CFO oversees all fi nancial functions including accounting, budgeting, credit, insurance, tax, and treasury. In this role, the CFO designs and coordinates a wide variety of accounting and statistical data and reports.
¡ A wide degree of creativity and latitude is expected, and the CFO is expected to have considerable experience to be able to contribute to the ongoing success of MaxiTRANS.
¡ The Managing Director and CFO are appointed under formal letters of appointment that describe their duties, rights and responsibilities and entitlements on termination.

Recommendation 1.2:

Disclose the process for evaluating the performance of senior executives

Non-Executive Directors

Mr. Ian Davis (Chairman) – Independent Mr. James Curtis (Deputy Chairman) – Not independent Mr. Geoff Lord – Independent Mr. Robert Wylie – Independent

Executive Director

Mr. Michael Brockhoff (Managing Director) – Not Independent

The MaxiTRANS Board Charter defi nes independence in accordance with the principles set out in the Council’s best practice recommendations. The Board has established a 5% threshold for material dealings or associations with MaxiTRANS.

At the date of this report, a majority of the MaxiTRANS Board is independent. The Board has formalised a number of measures to ensure that all directors exercise independent judgement in decision making:

¡ Directors are expected to cast their vote on any resolution in accordance with their own judgement.
¡ Directors are expected to comply with their legal, statutory and equitable duties when discharging their responsibilities as directors. Broadly, these are duties to:
(i) Act in good faith and in the best interests of MaxiTRANS as a whole;
(ii) Act with care and diligence;

Refer to the Remuneration Report in the Report of the Directors.

Recommendation 1.3:

Report on whether a performance evaluation for senior executives has taken place and any departure from Principle 1 recommendations

An evaluation of the performance of senior executives was undertaken during the year in accordance with the process determined by the Board.

2. PRINCIPLE 2:

STRUCTURE THE BOARD TO ADD VALUE

Recommendation 2.1:

A majority of the Board should be independent directors

MaxiTRANS presently has four non-executive directors, three of whom are considered by the Board to be independent, and one executive director.

(iii) Act for proper purposes;
(iv) Avoid a confl ict of interest or duty; and
(v) Refrain from making improper use of information gained through the position of director and taking improper advantage of the position of director.
¡ Directors may access information and seek independent advice that they consider necessary to fulfi l their responsibilities and to exercise independent judgement in decision making.
¡ Directors are expected to be sensitive to confl icts of interest that may arise and be mindful of their fi duciary obligations to MaxiTRANS and:
(i) Disclose to the Board any actual or potential confl icts of interest which may exist or might reasonably be thought to exist as soon as the situation arises;

MaxiTRANS Industries Limited

(ii) Take steps as are necessary and reasonable to resolve any confl ict of interest;
(iii) Comply with the Corporations Act 2001 provisions on disclosing interests and restrictions on voting; and
(iv) If a confl ict situation exists, it is expected that where a matter is being discussed by the Board to which the confl ict relates, the director will be absent from the room.

The MaxiTRANS Board is well balanced, comprising directors who are profi cient in all of MaxiTRANS’ business portfolios with an appropriate range of skills, experience and expertise to complement the MaxiTRANS business, who have a proper understanding of and are competent to deal with current and emerging issues relevant to the transport industry and who can effectively review and challenge the performance of management and exercise independent judgement.

Refer to the Report of the Directors for details of directors’ skills, experience and expertise.

The Board acknowledges that all Directors, whether independent or not, should bring independent judgement to bear on all Board decisions. To facilitate this, each Director has access in appropriate circumstances to independent professional advice at the expense of the Company.

Recommendation 2.2:

The Chairperson should be an independent director

MaxiTRANS’ Chairman, Mr. Ian Davis, is considered by the Board to be an independent director.

Recommendation 2.3:

The roles of chairperson and chief executive offi cer should not be exercised by the same individual

The roles of chairperson and managing director are exercised by Mr. Ian Davis and Mr. Michael Brockhoff respectively.

Recommendation 2.4:

The Board should establish a nomination committee

The MaxiTRANS Nomination Committee was formally constituted on 27 June 2003. All Board members are members of the Nomination Committee at the date of this report.

The duties and responsibilities of the Board in its role as Nomination Committee are as follows:

¡ To assess and develop the necessary and desirable competencies of Board members;
¡ To develop and review Board succession plans;
¡ To evaluate the performance of the Board;
¡ To ensure the appropriate mix of skills and the diversity of the Board members is considered when assessing the composition of the Board; and
¡ To recommend to the Board, the appointment and removal of directors.

Recommendation 2.5:

The Board should establish and disclose the process for evaluating the performance of the Board, its committees and individual directors

The Board reviews the performance of key executives against measurable and qualitative indicators to ensure that the full potential of MaxiTRANS is being met.

New Board members will be offered induction programs to allow them to fully and actively participate in decision making at the earliest opportunity. The induction programs are designed to ensure that any new director has a comprehensive knowledge of MaxiTRANS, the industry and the market in which it operates.

Directors and key executives are encouraged to continually update and enhance their skills and knowledge. Directors and key executives are encouraged to become members of relevant industry groups and professional organisations and to update and enhance their skills and knowledge through appropriate education and training courses.

For the purposes of evaluating its own performance and assisting the Board in its responsibilities in relation to corporate governance, the Board has established a Corporate Governance Committee.

At the date of this report the members of the MaxiTRANS Corporate Governance Committee are Messrs. Ian Davis (Chairman), James Curtis, Robert Wylie and Geoff Lord. Refer to the Report of the Directors for details of attendance by directors at Corporate Governance Committee meetings.

The committee’s responsibilities are to review and make recommendations to the Board regarding:

¡ The annual review of MaxiTRANS’ corporate governance policies and procedures; and
¡ Review and assessment of appropriate performance benchmarks for the Board and management.

MaxiTRANS Industries Limited

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

Recommendation 3.1:

Establish and disclose a code of conduct as to:

¡ The practices necessary to maintain confi dence in the Company’s integrity;
¡ The practices necessary to take into account the Company's legal obligations and reasonable expectations of its stakeholders; and
¡ The responsibility and accountability of individuals for reporting and investigating reports of unethical practices;

MaxiTRANS recognises the need for directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity.

MaxiTRANS intends to maintain a reputation for integrity. The Board has adopted a Code of Conduct which sets out the principles and standards with which all offi cers and employees are expected to comply in the performance of their respective functions in respect of responsibilities to shareholders, customers, clients, consumers and the community. The Code also sets guidelines in respect of employment practices, fair trading and dealing as well

A key element of that Code is the requirement that offi cers and employees act in accordance with the law and with the highest standards of propriety. The Code and its implementation are reviewed each year.

Recommendation 3.2: Establish and disclose a policy concerning diversity

MaxiTRANS has in place a workplace diversity policy which confi rms its commitment to, amongst other things, diversity in age, gender, ethnicity and cultural background.

MaxiTRANS believes that the furtherance of diversity in the workplace provides benefi ts to the business.

MaxiTRANS wishes to benefi t from the best available talent in the market place and is committed to promoting an environment which is conducive to the appointment of suitably experienced and/or well qualifi ed employees,

senior management and Board candidates so that there is appropriate diversity to maximise the achievement of corporate goals.

MaxiTRANS implements and maintains adherence to its commitment to diversity by:

Ensuring that diversity is considered when determining the composition of employees, senior management and the Board including the recruitment of employees from a diverse pool of qualifi ed candidates;
Ensuring that internal recruitment processes and professional intermediaries are aware of the factors that should be taken into account in the identifi cation, evaluation and selection process;
Identifying programs that assist in the development of a broader pool of skilled and experienced candidates including initiatives focussed on skills development and career progression;
Recognising the importance of balancing workplace and domestic responsibilities and priorities; and
Maintaining transparency in the recruitment and selection process.

Recommendation 3.3:

Disclose the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them

The Board will continue to consider and evaluate the implementation and setting of measurable objectives for achieving gender diversity, including at Board and senior management level, which are linked to MaxiTRANS' circumstances and industry. The objectives shall not be managed toward any targets that would exclude or prevent the employment or tenure of any appropriately experienced, qualifi ed or suitable person for any reason.

Recommendation 3.4:

Disclose the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board

As at 30 June 2012 women employees represented approximately 9% (8% in 2011) of the total workforce. There are currently no women in senior executive positions or on the Board.

MaxiTRANS Industries Limited

4. PRINCIPLE 4:

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Recommendation 4.1:

The Board should establish an audit committee

The MaxiTRANS Audit and Risk Management Committee was established in 1994.

has the right to access management and seek independent professional advice in accordance with the Board Charter.

The primary role of the Committee is to assist the Board in fulfi lling its corporate governance and oversight responsibilities. In particular, the Committee will focus on:

¡ verifying and safeguarding the integrity of the Company’s fi nancial reporting;

Recommendation 4.2:

Structure the audit and risk management committee so that it consists of:

¡ Only non-executive directors;
¡ internal management processes and controls;
¡ the removal, selection and appointment of the external auditor and the rotation of the external audit engagement partner; and
¡ A majority of independent directors;
¡ An independent chairperson, who is not chairperson of the Board; and
¡ At least three members.

At the date of this report the members of the MaxiTRANS Audit and Risk Management Committee are Messrs. Robert Wylie, (Chairman), independent non-executive director, James Curtis, non-executive director, Ian Davis, independent non-executive director and Geoff Lord, independent non-executive director. Details of attendances by directors are to be found in the Report of the Directors.

The members of the Committee are well qualifi ed to perform their duties as set out in the Charter with strong fi nancial, legal and industry expertise.

At the date of this report, the composition of the MaxiTRANS Audit and Risk Management Committee complies with Best Practice recommendation 4.2 in all respects.

¡ review of risk management and internal compliance and control systems.

5. PRINCIPLE 5:

PROVIDE TIMELY AND BALANCED DISCLOSURE OF ALL MATERIAL MATTERS CONCERNING THE COMPANY

Recommendation 5.1:

Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance

MaxiTRANS has adopted a Continuous Disclosure Protocol. The Company Secretary has been appointed the Disclosure Offi cer and is required to collate and, subject to advising the Board, disclose share price sensitive information.

The Continuous Disclosure Protocol provides guidelines on:

¡ what must be disclosed;

The external auditor met with the Audit and Risk Management Committee two times during the year without management being present. The Audit and Risk Management Committee intends for the next fi nancial reporting period to have the auditor meet at least twice with the Audit Committee without management being present.

Recommendation 4.3:

The Audit and Risk Management Committee should have a formal charter

The charter of the MaxiTRANS Audit and Risk Management Committee clearly sets out the Committee’s role and responsibilities, composition, structure and membership requirements. The Audit and Risk Management Committee

¡ responsibilities of the Board in relation to disclosure matters;
¡ responsibilities of the Disclosure Offi cer; and
¡ responsibilities of senior management in relation to disclosure matters.

The only persons authorised to communicate with news media, analysts, shareholders and the general public in relation to any matter which is subject to this policy on continuous disclosure are the Chairman, the Chief Executive Offi cer, the Chief Financial Offi cer and any other person authorised by the Chairman or

MaxiTRANS Industries Limited

6. PRINCIPLE 6:

RESPECT THE RIGHTS OF SHAREHOLDERS

Recommendation 6.1:

Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings

The Company respects the rights of shareholders and seeks to facilitate the effective exercise of those rights. The Company does this by communicating effectively with shareholders, giving shareholders ready access to balanced and understandable information about the Company and corporate records and making it easy for shareholders to participate in general meetings.

The Company publishes all ASX announcements on the MaxiTRANS website, and also sends information to shareholders by mail or e-mail (where nominated). The MaxiTRANS website contains important information on the Company which is of use to shareholders in obtaining a greater understanding of the Company.

Notices of meeting are drafted in plain English to be easy and clear to understand. They are honest, accurate and not misleading. Meetings are held during normal business hours and at a place convenient for the greatest possible number of shareholders to attend.

¡ Review and assess management information systems and internal control systems;
¡ Review the insurance program for the MaxiTRANS Group; and
¡ Review occupational health and safety practices and compliance with legislation.

Recommendation 7.2:

The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed

Management has established and implemented the risk management system for assessing, monitoring and managing material business risks, including sustainability risk.

Management has provided a report to the Audit and Risk Management Committee that outlines the material business risks to the Company and reports on the status of the risks and effectiveness of controls through integrated risk management programs aimed at ensuring risks are identifi ed, assessed and properly managed. Each business operational unit is responsible and accountable for implementing and managing the standards required by the program.

Recommendation 7.3:

The MaxiTRANS website also provides to shareholders and other stakeholders the facility to read and download annual reports, ASX announcements and corporate governance policies and procedures.

7. PRINCIPLE 7: RECOGNISE AND MANAGE RISK

Recommendation 7.1:

The Board or appropriate Board committee should establish policies on risk oversight and management of material business risks

The Board is responsible for reviewing and ratifying systems of risk management and internal compliance and control. The Board has delegated to the Audit and Risk Management Committee the responsibility for establishment of policies on risk oversight and management. Specifi cally, the Audit and Risk Management Committee has responsibility to:

¡ Review management programs for monitoring and identifying signifi cant areas of risk for the Company, (including sustainability risk);

The Board should disclose whether it has received assurance from the chief executive offi cer (or equivalent) and the chief fi nancial offi cer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effi ciently in all material respects in relation to fi nancial reporting risks.

In accordance with the MaxiTRANS Audit and Risk Management Committee Charter and section 295 of the Act, the Managing Director and Chief Financial Offi cer of MaxiTRANS are required to declare in writing to the Board under section 295A(2) of the Act that, in their opinion, MaxiTRANS' fi nancial records have been properly maintained in accordance with section 286 of the Act; MaxiTRANS' consolidated fi nancial statements and associated notes required by the relevant accounting standards present a true and fair view of the Company's fi nancial condition and operational results and comply with relevant accounting standards. The declaration is also underpinned by representations from executive management and relevant accounting offi cers.

MaxiTRANS Industries Limited

The declaration by the Managing Director and Chief Financial Offi cer also confi rms the existence of a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and that MaxiTRANS' risk management and internal compliance and control system is operating effi ciently and effectively in all material respects in relation to fi nancial reporting risks.

8. PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1:

The Board should establish a remuneration committee

The MaxiTRANS Remuneration Committee was established in 1994.

At the date of this report the members of the MaxiTRANS Remuneration Committee are Messrs. Ian Davis (Chairman), James Curtis and Geoff Lord. Refer to the Report of the Directors for details of attendance by directors at Remuneration Committee meetings. The committee’s responsibilities are to review and make recommendations to the Board regarding:

Recommendation 8.3:

Clearly distinguish the structure of non-executive directors’ remuneration from that of senior executives.

Non-executive directors receive a fi xed fee, no termination benefi ts, and no incentives. Fees paid to non-executive directors are benchmarked against similar sized companies operating in similar industries. Non executive directors are not entitled to participate in any executive option or executive share scheme.

The aggregate amount of directors’ fees payable to non-executive directors must not exceed the maximum amount permitted under the MaxiTRANS Constitution of $400,000, as approved by shareholders on 25 February 1998.

Executive directors have access to salary, termination benefi ts, superannuation benefi ts, a vehicle allowance, short term and long term incentives.

The letters of appointment for directors clearly set out all relevant entitlements as applicable to executive and non executive directors.

The level of remuneration paid to executive directors, non-executive directors and key management personnel is set out in the Remuneration Report.

¡ The remuneration of the Managing Director, other senior executives and the non-executive directors;
¡ The remuneration policies and practices for the Company including participation in the incentive plan, share scheme and other benefi ts; and
¡ Superannuation arrangements.

Recommendation 8.2:

The remuneration committee should be structured so that it:

¡ Consists of a majority of independent directors;
¡ Is chaired by an independent chair; and
¡ Has at least three members.

The MaxiTRANS Remuneration Committee consists of a majority of independent directors, is chaired by an independent chairperson and has at least three members.

MaxiTRANS Industries Limited

Your directors submit their report together with the consolidated fi nancial report of MaxiTRANS Industries Limited (“the Company”) and its subsidiaries (together referred to as the "Group"), and the Group's interest in associates for the year ended 30 June 2012 and the auditor’s report thereon.

Directors

The names of directors in offi ce at any time during or since the end of the fi nancial year are:

Mr Ian R. Davis (Chairman since 1994) Mr James R. Curtis (Deputy Chairman since 1994) Mr Michael A. Brockhoff (Managing Director since 2000) Mr Geoffrey F. Lord (Director since 2000) Mr Robert H. Wylie (Director since 2008)

Review of Operations

The accompanying Chairman’s and Managing Director’s Review includes a review of operations of the Group for the year ended 30 June 2012. In accordance with Australian Securities and Investment Commission Class Order 98/2395, the Board of Directors has adopted the Chairman’s and Managing Director’s Review as part of the Report of the Directors. The Chairman’s and Managing Director’s Review also provides a fi nancial and operating review as required by S299A of the Corporations Act 2001.

Events Subsequent to Balance Date

There were no material events subsequent to balance date impacting on the fi nancial statements.

Principal Activities

The principal activities of the Group during the year consisted of the design, manufacture, sale, service and repair of transport equipment and related components and spare parts.

There were no changes in the nature of the Group’s principal activities during the fi nancial year.

Dividends

Dividends paid or declared for payment are as follows:

Ordinary shares

A fully franked dividend of 1.5 cents per share was paid on 21 October 2011 totalling $2,759,905.

Environmental Regulation

The Group’s environmental obligations are regulated under Local, State and Federal Law. All environmental performance obligations are internally monitored and subjected to regular government agency audit and site inspections. The Group has a policy of complying with its environmental performance obligations. No breach of any environmental regulation or law has been notifi ed to the Group during or since the year ended 30 June 2012.

MaxiTRANS has considered the impact of The Clean Energy Act 2011 and related carbon trading scheme and pricing mechanism. Estimates have been factored into the Group's budgets and planning and will be monitored on an ongoing basis. It is anticipated that costs will be passed through where possible.

A fully franked dividend of 2.0 cents per share was paid on 20 April 2012 totalling $3,679,868.

Future Developments

A fully franked dividend of 2.25 cents per share has been proposed by the directors after reporting date for payment on 12 October 2012. The fi nancial effect of this dividend has not been brought to account in the fi nancial statements for the year ended 30 June 2012 and will be recognised in subsequent fi nancial reports.

State of Affairs

There were no signifi cant changes in the state of affairs of the Group which occurred during the fi nancial year.

The accompanying Chairman’s and Managing Director’s Review includes a review of likely developments. The Board of Directors has adopted the report as part of the Report of the Directors.

Further information as to the likely developments in the operations of the Group and the expected results of these operations in subsequent fi nancial years has not been included in this report because, the directors believe, on reasonable grounds, that to include such information would be likely to result in unreasonable prejudice to the Group.

MaxiTRANS Industries Limited

Information of Directors

Ian R. Davis Chairman, Independent Non-Executive, Age 67 Qualifi cations & Experience: Law degree with honours from University of Melbourne. Appointed Chairman 1994.

Senior partner and previously National Chairman of international law fi rm, Minter Ellison, Mr. Davis has extensive experience in the corporate and commercial area of law in which he practices. Currently he is Chairman of Produce and Grocery Industry Code Administration Committee and Non-Executive Director of Redfl ex Holdings Ltd since October 2009. He was formerly Non-Executive Chairman of UCMS Group Pty Ltd from November 2006 to August 2009, and is a former Non-Executive Chairman and former Non-Executive Director of a number of publicly listed and private companies. Special Responsibilities: Chairman of Corporate Governance Committee, Remuneration Committee and Nomination Committee. Member of Audit & Risk Management Committee. Interest in Shares: 1,302,193 ordinary shares benefi cially held. Options over Ordinary Shares: Nil James R. Curtis Deputy Chairman, Non-Executive, Age 77 Qualifi cations & Experience: Appointed Deputy Chairman in 1994. Mr. Curtis was one of the founders of the Group in 1972. He has over 50 years experience in the transport equipment industry and is a pioneer of fi breglass road transport equipment in Australia. Special Responsibilities: Member of Corporate Governance Committee, Audit & Risk Management Committee, Remuneration Committee and Nomination Committee. Interest in Shares: 24,175,030 ordinary shares benefi cially held. Options over Ordinary Shares: Nil

Michael A. Brockhoff Managing Director, Executive, Age 59 Qualifi cations & Experience: Appointed Managing Director in June 2000. Thirty-four years experience in the road transport industry. Special Responsibilities Member of Nomination Committee Interest in Shares: 2,871,500 ordinary shares benefi cially held. Options over Ordinary Shares: Nil

MaxiTRANS Industries Limited

Geoffrey F. Lord

Independent Non-Executive Director, Age 67

Qualifi cations & Experience: B. Econ. (Honours), M.B.A. (Distinction), ASSA, Fellow of the Australian Institute of Company Directors. Appointed Director in October 2000. Chairman and Chief Executive Offi cer of Belgravia Group and Chairman of UXC Limited since September 2002. Chairman of LCM Litigation Fund Pty Ltd and Terrain Capital Ltd. Deputy Chairman of Institute of Drug Technology Limited since October 1998. Formerly a Director of Northern Energy Corporation from December 2007 to October 2011. Special Responsibilities: Member of Audit & Risk Management Committee, Corporate Governance Committee, Remuneration Committee and Nomination Committee. Interest in Shares: 1,049,604 ordinary shares benefi cially held. Options over Ordinary Shares: Nil

Independent Non-Executive Director, Age 62

Robert H. Wylie Independent Non-Executive Director, Age 62 Qualifi cations & Experience: Fellow of the Institute of Chartered Accountants in Australia, a member of the Institute of Chartered Accountants of Scotland and a Fellow of the Australian Institute of Company Directors. Appointed Director in September 2008.

Mr. Wylie has wide ranging experience in professional service in a variety of management roles with Deloitte. Most recently he held senior positions with Deloitte Touche USA LLP. Prior to this, he was Deputy Managing Partner Asia Pacifi c. This followed a long career with Deloitte Australia, including eight years as National Chairman. Mr. Wylie also served on the Global Board of Directors and the Governance Committee of Deloitte Touche Tohmatsu and the Global Board of Directors of Deloitte Consulting. Mr Wylie is also a former National President of the Institute of Chartered Accountants in Australia. Formerly a Director of Elders Limited from November 2009 to August 2012 and Director of Centro Properties Limited and CPT Manager Limited from October 2008 to December 2011.

Special Responsibilities: Committee and Nomination Committee. Interest in Shares: 21,364 ordinary shares benefi cially held. Options over Ordinary Shares: Nil

Chairman of Audit & Risk Management Committee. Member of Corporate Governance Committee and Nomination Committee.

Company Secretaries

Mr. Marcello Mattia B. Bus. (Acc) FCA, Australian Institute of Company Directors, Appointed to the position of Company Secretary in 2008. Mr. Aaron M Harvey B. Commerce

CA, Appointed to the position of Assistant Company Secretary in 2010.

MaxiTRANS Industries Limited

Details of attendances by directors at Board and committee meetings during the year are as follows:

	Directors’	Directors’	Audit & Risk	Audit & Risk	Remuneration	Remuneration
	Meetings		Management		Committee
			Committee
	Number	Number	Number	Number	Number	Number
	eligible	attended	eligible	attended	eligible	attended
	to attend		to attend		to attend

Ian Davis	12	12	4	4	3	3
James Curtis	12	12	4	4	3	3
Michael Brockhoff	12	12	–	–	–	–
Geoffrey Lord	12	11	4	4	3	3
Robert Wylie	12	12	4	4	–	–

The Corporate Governance Committee did not meet during the fi nancial year.

Remuneration Report

advisors as well as a review of best practices adopted by other ASX companies of a similar size to MaxiTRANS.

Information contained in the Remuneration Report is audited.

Remuneration levels for directors, secretaries and executives of the Company, and relevant group executives of the Group (“the directors and senior executives”) are competitively set to attract and retain appropriately qualifi ed and experienced directors and senior executives. The Remuneration Committee obtains independent advice on the appropriateness of remuneration of non-executive directors and the Managing Director having regard to trends in comparative companies and the objectives of the Group’s remuneration strategy.

The remuneration structures explained below are designed to attract suitably qualifi ed candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:

¡ The capability and experience of the directors and senior executives;
¡ The directors’ and senior executives’ ability to control the relevant segment/s’ performance;
¡ The Group’s performance including the Group’s earnings per share; and
¡ The amount of incentives within each director’s and senior executive’s remuneration.

At the commencement of the 2011 fi nancial year the Directors reviewed the structure and composition of the Company’s remuneration for executive directors and senior executives with the assistance of external consultants and

The Directors continue to be focussed on ensuring that MaxiTRANS provides a remuneration structure which genuinely attracts, motivates and retains executive talent and aligns the interests of management and shareholders.

The following is a summary of the key elements of the structure of remuneration for executive directors and senior management:

¡ the structure of executive director and senior management remuneration includes a mix of fi xed and performance-linked components;
¡ over a 3 year period commencing in the 2011 fi nancial year, the mix of total remuneration between fi xed and performance-linked components will move to an average of 60% and 40% respectively;
¡ the performance-linked component of total remuneration comprises a Short Term Incentive (‘STI’) scheme and a Long Term Incentive (‘LTI’) scheme; and
¡ over a 3 year period commencing in the 2011 fi nancial year, the mix of performance-linked remuneration (as a percentage of total remuneration) between STI and LTI components will move to an average of 15% and 25% respectively;

The Directors are of the view that the remuneration structure supports alignment between the Group and shareholders.

Each of the components of total remuneration for executive directors and senior management are described in more detail below.

MaxiTRANS Industries Limited

Fixed remuneration

Fixed remuneration consists of base remuneration, including any FBT charges related to employee benefi ts which have been salary sacrifi ced, as well as employer contributions to superannuation funds.

Remuneration levels are reviewed annually by both the Remuneration Committee and the Managing Director through a process that considers individual, segment and overall performance of the Group. In addition and as required, external consultants may be engaged to provide analysis and advice to ensure the directors’ and senior executives’ remuneration is competitive in the market place. A senior executive’s remuneration is also reviewed on promotion.

Performance-linked remuneration

Performance linked remuneration includes both STI's and LTI's and is designed to reward executive directors and senior executives for meeting or exceeding specifi ed objectives. The STI includes an “at risk” incentive provided in the form of cash.

The LTI is provided in the form of Performance Rights. The MaxiTRANS Performance Rights Plan (‘PRP’) was approved by the shareholders at the Annual General Meeting held on 15 October 2010.

STI

Each year KPIs (key performance indicators) are set for senior executives and executive directors. The KPIs generally include measures relating to the Group, the relevant segment, and the individual, and include fi nancial, people, customer, strategy and risk measures. The measures are chosen as they directly align the individual’s reward to the KPIs of the Group and to its strategy and performance.

The fi nancial performance objective is “net profi t before tax” compared to budgeted amounts. The non-fi nancial objectives vary with position and responsibility and include measures such as achieving strategic outcomes, safety and environmental performance, customer satisfaction and staff development.

At the end of the fi nancial year the actual performance of the Group, the relevant segment and individual is measured against the KPIs set at the beginning of the fi nancial year.

The method of assessment was chosen as it provides an objective assessment of the individual’s performance.

In line with the Group’s philosophy of rewarding employees for performance, STI's based on the achievement of KPIs are also available to staff other than executive directors and senior management.

LTI

The LTI scheme available to executive directors and to senior management is based on the annual grant of a specifi ed number of Performance Rights which can be converted by executive directors and senior management into a specifi ed number of ordinary shares in the Company.

Performance Rights will vest and will be able to be exercised upon the achievement of specifi ed long term performance targets in a period not less than three years after the date upon which the Performance Rights are granted to executive directors and senior management provided they remain in the employ of the Group throughout that period.

The Board has set a long term incentive target for management to achieve an increase in the Group's Return on Invested Capital ('ROIC'). The following parameters have been set by the Board:


Period	1 July 2011 - 30 June 2014	1 July 2010 - 30 June 2013
Base ROIC	4.2% (year ended 30 June 2011)	5.4% (year ended 30 June 2010)
Target increase in ROIC	Average of 2.5% per annum (7.5% over 3 years)	Average of 2% per annum (6% over 3 years)
Percentage increase in base ROIC required	179%	111%
Minimum % of target that must be achieved for Performance Rights to vest	70% (i.e. average of 1.75% per annum)	70% (i.e. average of 1.4% per annum)

If the minimum target is reached, 50% of the Performance Rights will vest. For each additional percentage point of the target that is achieved the percentage of Performance Rights that vest increases on a sliding scale. 100% of the Performance Rights will vest where the target is fully achieved or exceeded.

Non-executive directors are not entitled to receive additional benefi ts as a non-cash benefi t. Non-executive directors may receive a component of their directors’ fees as superannuation.

Senior executives can receive additional benefi ts as non-cash benefi ts, as part of the terms and conditions of their appointment. Other benefi ts typically include payment of superannuation, motor vehicles, telephone expenses and allowances, and where applicable, the Group pays fringe benefi ts tax on these benefi ts.

MaxiTRANS Industries Limited

Consequences of performance on shareholder wealth

In considering the Group’s performance and benefi ts for shareholder wealth, the remuneration committee have regard to the indices highlighted in the table below. Net profi t before tax is considered as one of the fi nancial performance targets in setting the STI.

Service agreements

It is the Group’s policy that service contracts for executive directors and senior executives be unlimited in term but capable of termination on up to six months notice and that the Group retains the right to terminate the contract immediately, by making payment of up to twelve months’ pay in lieu of notice.

The Group has entered into service contracts with each executive director and senior executive that entitle those executives to receive, on termination of employment, their statutory entitlements of accrued annual and long service leave, together with any superannuation benefi ts.

The service contract outlines the components of remuneration paid to the executive directors and senior executives but does not prescribe how remuneration levels are modifi ed year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by the senior executive and any changes required to meet the principles of the remuneration policy including performance related objectives if applicable.

Mr Michael Alan Brockhoff, Managing Director, has a contract of employment with the Company dated 3 May 2000. The contract specifi es the duties and obligations to be fulfi lled by the Managing Director and provides that the Board and Managing Director will early in each fi nancial year, consult and agree objectives for achievement during that year. The service contract can be terminated either by the Company or Mr Brockhoff providing six months notice. The Company may make a payment in lieu of notice of six

months, equal to base salary, motor vehicle allowance and superannuation. This payment represented market practice at the time the terms were agreed. The Managing Director has no entitlement to a termination payment in the event of removal for misconduct or breach of any material terms of his contract of employment.

Mr Marcello Mattia, Company Secretary, has a contract of employment with the Company dated 5 May 2008. The contract can be terminated either by the Company or Mr Mattia providing four months notice. The Company may make a payment in lieu of notice of four months, equal to base salary, vehicle allowance and superannuation.

Non-executive directors

Total remuneration for all non-executive directors, last voted upon by shareholders at the 1998 AGM, is not to exceed $400,000 per annum and directors' fees are set based on advice from external advisors with reference to fees paid to other non-executive directors of comparable companies. Directors’ base fees for the year were $64,000 per annum. The Chairperson received $115,000 per annum. Non-executive directors do not receive performance related remuneration and are not entitled to either a STI or LTI. Directors’ fees cover all main board activities and membership of all committees. Nonexecutive directors are not entitled to any retirement

Services of remuneration consultant

In keeping with the above policies, the Remuneration Committee engaged Mercer as remuneration consultant to review the amount of non-executive director and senior executive remuneration during the year.

Remuneration recommendations regarding senior executives were provided directly to the Remuneration Committee. A declaration was received from Mercer as part of its report that advice provided was made free from

Consolidated Results and Shareholder Returns

	2012	2011	2010	2009	2008

Net prof t/(loss) attributable	$12,334,000	$4,171,000	$5,766,000	$(1,894,000)	$16,101,000
to equity holders of the parent
Basic EPS	6.70¢	2.27¢	3.17¢	(1.09)¢	9.38¢
Dividends declared	$7,819,719	$2,759,901	$3,642,694	$1,717,422	$9,445,818
Dividends declared per share	4.25¢	1.50¢	2.00¢	1.00¢	5.50¢
Share price	61.5¢	23.0¢	26.0¢	22.0¢	59.0¢

MaxiTRANS Industries Limited

Details of the nature and amount of each major element of remuneration of each director of the Company and other key management personnel of the Group:

				Primary	Primary				Post		Equity		Other	Total	Proportion of	Proportion of	Proportion of	Value of	Value of
															remuneration			PR's	as
		Salary			Bonus	Non-cash					PR's				performance proportion of
		& fees			(i)	benef ts			Super		(ii)					related	remuneration
	Year	$			$		$		$		$		$	$		%		%

DIRECTORS
Non-executive
Mr I Davis	2012	115,000			–		–	10,350			–		–	125,350		–			–
Chairman	2011	115,000			–		–		10,350		–		–	125,350		–			–
Mr J Curtis	2012	64,000			–		–		–		–	15,000		79,000		–			–
	2011	64,000			–		–		–		–		32,000	96,000		–			–
Mr G Lord	2012	64,000			–		–		5,760		–		–	69,760		–			–
	2011	64,000			–		–		5,760		–		–	69,760		–			–
Mr R Wylie	2012	48,000			–		–	21,760			–		–	69,760		–			–
	2011	48,000			–		–		21,760		–		–	69,760		–			–
Executive
Mr M Brockhoff	2012	515,574			–		4,377	36,676		46,688		40,000		643,315		7.3%		7.3%
Managing Director	2011	503,358			–		3,963		48,901		16,893		40,000	613,115		2.7%		2.7%
EXECUTIVES
Mr M Mattia	2012	285,150			–	25,880		25,663		22,354			660	359,707		6.2%		6.2%
Chief Financial Off cer	2011	270,119			–		25,603		24,311		7,259		741	328,033		2.2%		2.2%
and Company Secretary
Mr G Walker (iii)	2012		–		–		–		–		–		–	–		–			–
General Manager	2011	237,966			–		–		21,809		6,554		20,062	286,391		2.3%		2.3%
– Manufacturing
MaxiTRANS Australia Pty	Ltd
Mr A Wibberley	2012	208,000			–	24,587		18,720		15,686			–	266,993		5.9%		5.9%
General Manager	2011	200,000		45,550			24,587		20,750		4,785		–	295,672		17.0%		1.6%
- Lusty EMS Pty Ltd
Mr P Buttler (iv)	2012	185,213		13,761		18,770		18,608			8,496		7,778	252,626		8.5%		3.3%
General Manager	2011	130,295			–		16,800		11,727		–		–	158,822		–			–
- Manufacturing
MaxiTRANS Australia Pty	Ltd
Mr C Wallace	2012	162,725		35,000		22,630		17,795			9,903		8,059	256,112		3.9%		3.9%
General Manager	2011	145,000		13,762			22,630		14,289		2,427		-	198,108		8.2%		1.2%
– Hamelex White,
MaxiTRANS Australia Pty	Ltd

MaxiTRANS Industries Limited

			Primary			Post	Equity	Other	Total	Proportion of remuneration	Proportion of remuneration		Value of PR's as
		Salary & fees	Bonus (i)	Non-cash benef ts		Super	PR's (ii)			performance related		proportion of remuneration
	Year	$	$		$	$	$	$	$		%		%

EXECUTIVES (continued)
Mr N Zantuck	2012	166,080	–		–	17,096	13,201	23,874	220,251		6.0%		6.0%
General Manager	2011	160,000	–		–	16,470	4,079	23,000	203,549		2.0%		2.0%
– Vic Branch,
MaxiTRANS Australia Pty Ltd
Mr P Loimaranta	2012	205,000	45,872		22,629	22,578	14,651	–	310,730		19.5%		4.7%
General Manager	2011	180,000	38,991		22,629	19,709	4,311	–	265,640		16.3%		1.6%
– Colrain Pty Ltd

(i) STI entitlement varies from 13% to 18% of total remuneration for each of the individuals listed above. The short-term cash incentives disclosed above are for performance for the 30 June 2011 and 2010 fi nancial years respectively using the criteria set out in the Remuneration Report. The amounts were determined after performance reviews were completed. The total STI entitlements which vested during the year were as follows based on the operating performance of the relevant business units to which each individual belongs:
¡ Mr P Buttler (53%);
¡ Mr P Loimaranta (129%). An additional amount was paid due to the over-achievement of agreed KPI's.

The balance of STI entitlements was forfeited. Mr C Wallace was paid a retention bonus during the year having met service requirements established on the integration of the Hamelex White manufacturing plant to the Ballarat manufacturing plant.

(ii) The fair value of performance rights (PR's) is calculated at the date of grant using the Monte Carlo simulation model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value recognised in this reporting period. In valuing the PR's, market conditions have been taken into account. No PR's vested during the reporting period. Further details in respect of PR's are contained on the following page of the Remuneration Report.
(iii) Mr G Walker resigned effective 4 March 2011.
(iv) Mr P Buttler was appointed General Manager Manufacturing on 1 August 2011, previously Engineering Manager, Ballarat Manufacturing.

MaxiTRANS Industries Limited

Analysis of share-based payments granted as remuneration

Details of the vesting profi le of the PR's granted as remuneration to each of the Company directors and other key management personnel of the Group during the reporting period are detailed below.

			Fair value					Vested		Forfeited
	PR's granted		at grant					during		during
	(no.)	Grant date	date ($)		Vesting date		Expiry date	FY2012 (%)	FY2012 (%)
Directors
Mr M Brockhoff	852,517	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-
Company executives
Mr. M Mattia	440,284	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-
Consolidated entity executives
Mr A Wibberley	320,912	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-
Mr P Buttler	274,191	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018
Mr C Wallace	225,605	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-
Mr N Zantuck	268,084	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-
Mr P Loimaranta	305,893	30 Sept. 2011	0.2231	30 Sept. 2014		30 Sept. 2018		-		-

All PR's expire on the earlier of their expiry date or termination of the individual's employment. In order for PR's to vest, holders must continue to be in the employment of the Group until vesting date. The PR's vest three years after the date they were issued, subject to the satisfaction of performance hurdles. PR's may only be exercised during a four year period after they have vested. Details of the performance criteria are included in the discussion on LTI's.

The % forfeited during the year represents the reduction from the maximum number of PR's available to vest due to continued employment criteria not being met.

Unissued Shares Under Rights

At the date of this report there are no unissued ordinary shares of the Company under PR's vested.

Audit and Risk Management Committee

As at the date of this report, the Company had an Audit and Risk Management Committee of the Board of Directors that met four times during the year. The details of the functions and memberships of the committees of the Board are presented in the Corporate Governance Statement.

Indemnity

With the exception of the matters noted below the Company has not, during or since the end of the fi nancial year, in respect of any person who is or has been an offi cer or auditor of the Company or a related body corporate:

(i) Indemnifi ed or made any relevant agreement for indemnifying against a liability incurred as an offi cer, including costs and expenses in successfully defending legal proceedings; or
(ii) Paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an offi cer for the costs or expenses to defend legal proceedings.

MaxiTRANS Industries Limited

The Group has entered into a contract of insurance in relation to the indemnity of the Group’s directors and offi cers. The insurance policy relates to claims for damages, judgements, settlements or costs in respect of wrongful acts committed by directors or offi cers in their capacity as directors or offi cers but excluding wilful, dishonest, fraudulent, criminal or malicious acts or omissions by any director or offi cer. The directors indemnifi ed are those existing at the date of this report. The offi cers indemnifi ed include each full time executive offi cer and secretary.

Clause 98 of the Company’s constitution contains indemnities for offi cers of the Company.

The Company has entered into a deed of protection with each of the directors to:

(i) Indemnify the director to ensure that the director will have the benefi t of the indemnities after the director ceases being a director of any group company;
(ii) Insure the director against certain liabilities after the director ceases to be a director of any group company; and
(iii) Provide the director with access to the books of group companies.

Share Options

Share options granted to directors and highly remunerated offi cers

No options were granted to any of the directors or the fi ve most highly remunerated executives of the Company or Group as part of their remuneration during or since the end of the fi nancial year.

Shares Issued on the Exercise of Options

No options were exercised during the fi nancial year.

Further details on the Group's Performance Rights Plan are detailed in Note 20 to the consolidated fi nancial statements and in the Remuneration Report.

Non-Audit Services

During the year, KPMG, the Company’s auditor, performed certain other services in addition to their statutory duties.

The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit and Risk Management Committee, is satisfi ed that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

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

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act is included in, and forms part of this Report of the Directors.

MaxiTRANS Industries Limited

Details of the amounts paid to the auditor of the Company, KPMG, for audit and non-audit services provided during the year are set out below.

Consolidated	Consolidated
2012	2011
$	$

Remuneration of Auditor

Remuneration of the auditor of the Group for:
KPMG Australia:
– auditing and reviewing the f nancial statements	204,650	199,950
– other services (taxation & advisory)	153,946	105,303
	358,596	305,253

Overseas KPMG Firms:
– auditing and reviewing f nancial statements	51,407	12,978
– other services (taxation, advisory & due diligence)	9,799	47,692

Proceedings on Behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

Rounding of Accounts

The parent entity has applied the relief available to it in ASIC Class Order 98/100 dated 10 July 1998 and, accordingly, amounts in the fi nancial statements and Report of the Directors have been rounded to the nearest thousand dollars unless specifi cally stated to be otherwise.

This report has been made in accordance with a resolution of the Board of Directors.

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Mr. Ian Russell Davis, Director Dated this 17th day of August 2012

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Mr. Michael Alan Brockhoff, Director

MaxiTRANS Industries Limited

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 to the directors of MaxiTRANS Industries Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the fi nancial year ended 30 June 2012 there have been:

(I) No contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(II) No contraventions of any applicable code of professional conduct in relation to the audit.

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KPMG Melbourne

Tony Romeo Partner

17 August 2012

KPMG, an Australian partnership and member fi rm of the KPMG network of independent member fi rms affi lliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation

MaxiTRANS Industries Limited

In the opinion of the directors of MaxiTRANS Industries Limited (“the Company”):

(a) the consolidated fi nancial statements and notes as set out on pages 22 to 64, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s fi nancial position as at 30 June 2012 and of its performance for the fi nancial year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

There are reasonable grounds to believe that the Company and the group entities identifi ed in Note 24 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418.

The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive offi cer and chief fi nancial offi cer for the fi nancial year ended 30 June 2012.

The directors draw attention to Note 1 to the consolidated fi nancial statements, which includes a statement of compliance with International Financial Reporting Standards.

This declaration is made in accordance with a resolution of the Board of Directors.

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Mr. Ian Russell Davis, Director

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Mr. Michael Alan Brockhoff, Director

Dated this 17th day of August 2012

MaxiTRANS Industries Limited

CONSOLIDATED INCOME STATEMENT		Consolidated	Consolidated
	Note	2012	2011
		$’000	$’000

Total revenue	2	276,767	202,476
Changes in inventories of f nished
goods and work in progress		2,443	(245)
Raw materials and consumables used		(170,216)	(123,997)
Other income	3	59	1,756
Employee expenses		(64,209)	(52,784)
Depreciation and amortisation expenses	4	(5,433)	(5,351)
Finance costs	4	(1,321)	(1,538)
Other expenses		(22,403)	(16,929)
Share of net prof ts of associates and joint ventures
accounted for using the equity method	26	1,108	953
Prof t before income tax		16,795	4,341
Income tax expense	5(a)	(4,273)	(170)
Prof t for the year		12,522	4,171

Prof t attributable to:
Equity holders of the company		12,334	4,171
Non-controlling interests		188	-
Prof t for the year		12,522	4,171
Earnings per share for prof t attributable to
the ordinary equity holders of the company:
Basic earnings per share (cents per share)	16	6.70¢	2.27¢
Diluted earnings per share (cents per share)	16	6.62¢	2.27¢
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Prof t for the year		12,522	4,171
Other comprehensive income
Net exchange difference on translation of f nancial
statements of foreign operations		(48)	(520)
Revaluation of land and buildings		-	1,408
Income tax on other comprehensive income		-	(424)
Other comprehensive income for the year, net of tax		(48)	464
Total comprehensive income for the year		12,474	4,635
Total comprehensive income attributable to:
Equity holders of the company		12,291	4,635
Non-controlling interests		183	-
Total comprehensive income for the year		12,474	4,635

The consolidated income statement and consolidated statement of comprehensive income is to be read in conjunction with the accompanying notes to the consolidated fi nancial statements.

MaxiTRANS Industries Limited

		Consolidated	Consolidated
	Note	2012	2011
		$’000	$’000

Current Assets
Cash and cash equivalents		3,791	6,382
Trade and other receivables	6	34,486	24,353
Inventories	7	46,726	34,428
Property held for sale		-	1,428
Other	8	1,328	1,308
Total Current Assets		86,331	67,899

Non-Current Assets
Investments accounted for using
the equity method	9	3,212	2,833
Property, plant & equipment	10	50,051	47,972
Intangible assets	11	43,662	27,070
Other	8	981	925
Total Non-Current Assets		97,906	78,800

Total Assets		184,237	146,699

Current Liabilities
Trade and other payables	12	38,972	26,749
Interest bearing loans and borrowings	13	1,870	1,668
Current tax liability	5(c)	4,683	256
Provisions	14	8,113	6,599
Total Current Liabilities		53,638	35,272

Non-Current Liabilities
Interest bearing loans and borrowings	13	28,014	14,493
Deferred tax liabilities	5(b)	1,833	4,562
Provisions	14	883	650
Other		1,174	-
Total Non-Current Liabilities		31,904	19,705

Total Liabilities		85,542	54,977

Net Assets		98,695	91,722

Equity
Issued capital	15	56,386	56,386
Reserves	17	7,071	8,316
Retained earnings		34,137	27,020
Equity attributable to equity holders of the Company		97,594	91,722
Non-controlling interest		1,101	-
Total Equity		98,695	91,722

The consolidated statement of fi nancial position is to be read in conjunction with the notes to the consolidated fi nancial statements.

MaxiTRANS Industries Limited

				Foreign	Share
			Asset	currency	based		Non-
		Issued	revaluation	translation	payments	Retained	controlling
	Note	capital	reserve	reserve	reserve	earnings	interest	Total
		$’000	$’000	$’000	$’000	$’000	$’000	$’000

Balance at 1 July 2010		56,034	10,339	(590)	-	22,730	-	88,513
Comprehensive income for the year
Prof t/(loss) for the year		-	-	-	-	4,171	-	4,171
Other comprehensive income
Revaluation of land and buildings		-	984	-	-	-	-	984
Net exchange differences on translation of
f nancial statements of foreign operations	17	-	-	(520)	-	-	-	(520)
Total comprehensive income for the year		-	984	(520)	-	4,171	-	4,635
Transactions with owners recorded
directly in equity
Dividends to equity holders	18	-	-	-	-	(1,829)	-	(1,829)
Issue of ordinary shares	15	352	-	-	-	-	-	352
Share-based payment transactions	20	-	-	-	51	-	-	51
Total transactions with owners		352	-	-	51	(1,829)	-	(1,426)
Transfers
Transfer to retained earnings on disposal
of property		-	(1,948)	-	-	1,948	-	-
Total transfers		-	(1,948)	-	-	1,948	-	-
Balance at 30 June 2011		56,386	9,375	(1,110)	51	27,020	-	91,722

Balance at 1 July 2011		56,386	9,375	(1,110)	51	27,020	-	91,722
Comprehensive income for the year
Prof t/(loss) for the year		-	-	-	-	12,334	188	12,522
Other comprehensive income
Net exchange differences on translation of
f nancial statements of foreign operations	17	-	-	(48)	-	-	-	(48)
Total comprehensive income for the year		-	-	(48)	-	12,334	188	12,474
Transactions with owners recorded
directly in equity
Dividends to equity holders	18	-	-	-	-	(6,440)	-	(6,440)
Disposal of non-controlling interest without	a
change in control		-	-	-	-	(124)	913	789
Share-based payment transactions	20	-	-	-	150	-	-	150
Total transactions with owners		-	-	-	150	(6,564)	913	(5,501)
Transfers
Transfer to retained earnings on disposal
of property		-	(1,347)	-	-	1,347	-	-
Total transfers		-	(1,347)	-	-	1,347	-	-
Balance at 30 June 2012		56,386	8,028	(1,158)	201	34,137	1,101	98,695

The consolidated statement of changes in equity is to be read in conjunction with the notes to the consolidated fi nancial statements.

MaxiTRANS Industries Limited

		Consolidated	Consolidated
	Note	2012	2011
		$’000	$’000

Cash Flows from Operating Activities
Receipts from customers		299,255	229,737
Payments to suppliers & employees		(277,531)	(218,503)
Interest received		59	54
Interest & other costs of f nance paid		(1,321)	(1,538)
Income tax paid		(2,895)	(692)
Net Cash Provided by/(Used in) Operating Activities	27(a)	17,567	9,058

Cash Flows from Investing Activities
Payments for property, plant & equipment		(4,701)	(3,888)
Dividends received		729	1,024
Proceeds from sale of property, plant & equipment		3,350	10,485
Acquisition of subsidiary, net of cash acquired	25	(19,968)	(2,226)
Acquisition of business assets	25	(6,041)	-
Net Cash Provided by/(Used in) Investing Activities		(26,631)	5,395

Cash Flows from Financing Activities
Proceeds from borrowings		13,964	1,768
Repayment of borrowings		-	(8,887)
Payment of f nance lease liabilities		(1,051)	(1,225)
Dividends paid	18	(6,440)	(1,861)
Net Cash Provided by/(Used in) Financing Activities		6,473	(10,205)

Net increase/(decrease) in cash		(2,591)	4,248
Cash and cash equivalents at beginning of year		6,382	2,134
Cash and cash equivalents at end of year		3,791	6,382

The consolidated statement of cash fl ows is to be read in conjunction with the notes to the consolidated fi nancial statements.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

MaxiTRANS Industries Limited (the ‘Company’) is a company domiciled in Australia and its registered offi ce is 346 Boundary Road, Derrimut, Victoria. The consolidated fi nancial statements of MaxiTRANS Industries Limited as at and for the year ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the ‘Group’) and the Group’s interest in associates and jointly controlled entities. The Group is a for-profi t entity.

Basis of preparation

The fi nancial report is a general purpose fi nancial report which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The fi nancial report also complies with International Financial Reporting Standards ('IFRSs') adopted by the International Accounting Standards Board ('IASB').

The fi nancial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. These accounting policies have been consistently applied to all periods presented in the consolidated fi nancial report by each entity in the Group and are consistent with those of the previous year.

These consolidated fi nancial statements are presented in Australian dollars, which is the Company's functional currency.

The Group has applied the relief available to it in ASIC Class Order 98/100 dated 10 July 1998 and, accordingly, amounts in the fi nancial statements and Report of the Directors have been rounded to the nearest thousand dollars unless specifi cally stated to be otherwise.

The fi nancial report was approved by the board of directors on 17 August 2012.

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual reporting periods beginning on or after 1 July 2012, and have not

been applied in preparing these consolidated fi nancial statements. None of these is expected to have a signifi cant effect on the consolidated fi nancial report of the Group.

The following is a summary of the material accounting policies adopted by the Group in the preparation of the fi nancial report.

(a) Principles of consolidation

The consolidated fi nancial report comprises the fi nancial statements of MaxiTRANS Industries Limited and all of its subsidiaries. A subsidiary is any entity controlled by MaxiTRANS Industries Limited or any of its subsidiaries. Control exists where MaxiTRANS Industries Limited has the power directly, or indirectly, to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. A list of subsidiaries is contained in Note 23 to the fi nancial statements.

All inter-company balances and transactions between entities in the Group, including any unrealised profi ts or losses, have been eliminated on consolidation.

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.

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 contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classifi ed 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 profi t or loss.

Where subsidiaries have entered or left the Group during the year, their operating results have been included from the date control was obtained or

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

until the date control ceased. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

Associates are those entities for which the Group has signifi cant infl uence, but not control, over the associate’s fi nancial and operating policies. The fi nancial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that signifi cant infl uence commences until the date that signifi cant infl uence ceases.

When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.

Unrealised gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the associate.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the consolidated income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.

(ii) Financial statements of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into

Australian dollars at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on translation are recognised directly in a separate component of equity.

(c) Inventories

Inventories are valued at the lower of cost and net realisable value. Costs are assigned on a weighted average basis and include direct materials, direct labour and an appropriate proportion of variable and fi xed factory overheads, based on the normal operating capacity of the production facilities.

Net realisable value is determined on the basis of each inventory line’s normal selling pattern.

(d) Property, plant and equipment
(i) Owned assets

Land and buildings

Property whose fair value can be measured reliably is carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with suffi cient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Independent valuations were obtained as at 31 December 2011 and an updated market commentary obtained at 30 June 2012 in relation to the majority of land and buildings. These were considered by the directors in establishing revaluation amounts.

If an asset’s carrying amount is increased as a result of a revaluation, the increase is credited directly to equity under the heading of Asset Revaluation Reserve. However, the increase is recognised in profi t or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profi t or loss. If an asset’s carrying amount is decreased as a result of a revaluation, the decrease is recognised in profi t or

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

loss. However, the decrease is debited directly to equity under the heading of Asset Revaluation Reserve to the extent of any credit balance existing in the revaluation reserve in respect of that asset. Changes to an asset’s carrying amount are brought to account together with the tax effects applicable to the revaluation amount. On realisation of any amounts contained in the Asset Realisation Reserve, the balance is transferred to retained earnings.

Plant and equipment

Items of plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses (see accounting policy (i)). The cost of self-constructed assets includes the cost of materials, direct labour, and an appropriate proportion of production overheads. The cost of selfconstructed assets and acquired assets includes (i) the initial estimate, at the time of installation and during the period of use, when relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and (ii) changes in the measurement of existing liabilities recognised for these costs resulting from changes in the timing or outfl ow of resources required to settle the obligation or from changes in the discount rate.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

(ii) Leased assets

Leases for which the Group assumes substantially all of the risks and rewards of ownership are classifi ed as fi nance leases. The plant and equipment acquired by way of a fi nance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation.

Lease payments are accounted for as described in accounting policy (w).

(iii) Depreciation

Depreciation is charged to the consolidated profi t and loss on a straight-line basis over the estimated

useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are refl ected in the following rates in the current and comparative periods:


	2012	2011

Buildings	2.5-4.0%	2.5-4.0%
Plant and equipment	5.0-50%	5.0-50%
Leased plant	10.0-22.5%	10.0-22.5%
and equipment

The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

(e) Intangibles

(i) Goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the consideration transferred for the acquisition and the net recognised amount (generally fair value of the identifi able assets acquired and liabilities assumed), all measured as of acquisition date.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment (see accounting policy (i)). In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate.

Negative goodwill arising on an acquisition is recognised directly in profi t or loss.

(ii) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientifi c or technical knowledge and understanding, is recognised in the profi t and loss as an expense as incurred.

Expenditure on development activities, whereby research fi ndings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible and the Group has suffi cient resources to complete development.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the profi t and loss as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy (i)).

(iii) Other intangible assets

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation (see following) and impairment losses.

(iv) Amortisation

Amortisation of intangibles other than goodwill is charged to the profi t and loss on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefi nite. Goodwill and intangible assets with an indefi nite useful life are tested for impairment at least at each annual reporting date. Other intangible assets are amortised from the date that they are available for use. The estimated useful lives are refl ected in the following rates in the current and comparative periods:

periods:

	2012	2011

Brand names	0%	0%
Intellectual property	0%-4.0%	0%-4.0%
Patents & trademarks	5.0%	5.0%

Amortisation methods, useful lives and residual values are reviewed at each fi nancial year end and adjusted if appropriate.

(f) Non-current assets held for sale

Non-current assets that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classifi ed as held for sale. Immediately before classifi cation, the assets are remeasured in accordance with the Group's accounting policies. Thereafter, generally the assets are measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classifi cation as held

for sale and subsequent gains or losses on remeasurement are recognised in profi t or loss. Gains are not recognised in excess of any cumulative impairment loss.

(g) Trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses (see accounting policy (i)).

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. 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

(i) Impairment

The carrying amounts of the Group’s assets, other than inventories (see accounting policy (c)) and deferred tax assets (see accounting policy (p)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

For goodwill, assets that have an indefi nite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at least annually.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the profi t and loss unless the asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the profi t and loss.

Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Employee benefi ts

(i) Defi ned contribution superannuation funds

(j) Calculation of recoverable amount

The recoverable amount of the Group’s receivables carried at amortised cost is calculated as the present value of estimated future cash fl ows, discounted at the original effective interest rate (i.e., the effective interest rate computed at initial recognition of these fi nancial assets). Receivables with a short duration are not discounted.

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a post-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

(k) Reversals of impairment

An impairment loss in respect of receivables carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

An impairment loss in respect of goodwill is not reversed.

In respect of other assets, 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.

(l) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the profi t and loss over the period of the borrowings on an effective interest basis.

Obligations for contributions to defi ned contribution superannuation funds are recognised as an expense in the profi t and loss as incurred.

(ii) Long-term service benefi ts

The Group’s net obligation in respect of long-term service benefi ts, other than pension plans, is the amount of future benefi t that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to Commonwealth Government bonds at the reporting date which have maturity dates approximating the terms of the Group’s obligations.

(iii) Share based payments transactions

MaxiTRANS Industries Limited grants performance rights from time to time to certain employees under the Performance Rights Plan.

The fair value of performance rights granted is recognised as an employee expense with a corresponding increase in equity recorded over the vesting period.

The fair value of the performance rights is calculated at the date of grant using a Monte Carlo simulation model and allocated to each reporting period over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the performance rights allocated to this reporting period. Where relevant, in valuing the performance rights, market conditions have been taken into account in both the current and prior period.

(iv) Wages, salaries, annual leave, sick leave and non-monetary benefi ts

Liabilities for employee benefi ts for wages, salaries, annual leave and sick leave represent present obligations resulting from employees’ services provided to reporting date, calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefi ts, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the Group as the benefi ts are taken by the employees.

(n) Provisions

A provision is recognised in the consolidated statement of fi nancial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and, when appropriate, the risks specifi c to the liability.

liability method, providing for temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profi t, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.

(o) Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and known warranty claims.

(p) Income tax

Income tax expense comprises current and deferred tax. Income tax is recognised in the profi t and loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions. The Group believes that its accruals for tax liabilities are adequate for all open tax years. This assessment relies on estimates and assumptions and may involve judgements about future events.

Deferred tax is provided using the balance sheet

(q) Tax consolidation

The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax consolidated group is MaxiTRANS Industries Limited.

(r) Nature of tax funding arrangements and tax sharing agreements

The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts.

The head entity in conjunction with other members of the tax-consolidated group, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the fi nancial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(s) Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing the net profi t attributable to members of the parent entity for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company.

Diluted EPS is calculated by dividing the basic earnings, adjusted by the after tax effect of fi nancing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary shares and dilutive potential ordinary shares.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the consolidated statement of fi nancial position.

Cash fl ows are included in the statements of cash fl ows on a gross basis. The GST components of cash fl ows arising from investing and fi nancing activities which are recoverable from, or payable to, the ATO are classifi ed as operating cash fl ows.

(v) Trade and other payables

Liabilities are recognised for amounts to be paid in the future for goods or services received. Trade accounts payable are normally settled within 60 days.

(w) Expenses

(t) Revenue

(i) Operating lease payments

(i) Revenue from the sale of goods

Revenue from the sale of goods is recognised upon the constructive delivery of goods to customers in accordance with contracted terms, at which point the signifi cant risks and rewards of ownership are transferred.

(ii) Revenue from the rendering of services

Revenue from the rendering of services is recognised upon completion of the contract to provide the service.

(iii) Other income

Interest income is recognised in the profi t and loss as it accrues, using the effective interest method.

(iv) Dividend income

Dividend revenue is recognised when the right to receive a dividend has been established.

(u) Goods and services tax

Revenues, 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 Australian Tax Offi ce (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Payments made under operating leases are recognised in the profi t and loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in the profi t and loss as an integral part of the total lease expense and spread over the lease term.

(ii) Finance lease payments

Minimum lease payments are apportioned between the fi nance charge and the reduction of the outstanding liability. The fi nance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(iii) Finance costs

Finance costs comprise interest payable on borrowings calculated using the effective interest method, foreign exchange losses, and losses on hedging instruments that are recognised in the profi t and loss. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of the asset. All other borrowing costs are recognised in the profi t and loss using the effective interest method.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(x) Derivative fi nancial instruments

The Group from time to time uses derivative fi nancial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, fi nancing and investment activities. The Group does not hold or issue derivative fi nancial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivative fi nancial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative fi nancial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profi t or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

(y) Accounting estimates and judgements

Management discussed with the Audit and Risk Management Committee the development, selection and disclosure of the Group’s critical accounting policies and estimates and the application of these policies and estimates. The estimates and judgements that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(i) Impairment of goodwill and intangibles

The Group assesses whether goodwill and intangibles with indefi nite useful lives are impaired at least annually in accordance with accounting policy (i).

These calculations involve an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefi nite useful lives are allocated.

(ii) Provisions

The calculation of the provisions for warranty claims and impairment provisions for inventory and receivables involves estimation and judgement surrounding future claims and potential losses and exposures based primarily on past experience, the likelihood of claims or losses and exposures arising

in the future as well as management knowledge and experience together with a detailed examination of fi nancial and non fi nancial information and trends. Refer accounting policy (n) for details of the recognition and measurement criteria applied.

(z) Financial Risk Management

(i) Overview

The Group has exposure to credit, market and liquidity risks associated with the use of fi nancial instruments.

The Board has delegated to the Audit and Risk Management Committee responsibility for the establishment of policies on risk oversight and management.

Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk controls, and to monitor risks and adherence to limits.

The Group does not enter into or trade fi nancial instruments, including derivative fi nancial instruments, for speculative purposes.

The Group’s activities expose it primarily to the fi nancial risks associated with changes in foreign currency exchange rates and interest rates. The carrying value of fi nancial assets and fi nancial liabilities recognised in the accounts approximate their fair value with the exception of borrowings which are recorded at amortised cost.

There have not been any changes to the objectives, policies and procedures for managing risk during the current year or in the prior year.

(ii) Capital Management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confi dence and to sustain future development of the business.

The Board monitors the earnings per share and the levels of dividends to ordinary shareholders together with the net debt/equity ratio, which at 30 June 2012 was 26% (2012: 11%). The Dividend Reinvestment Plan was suspended on 21 June 2011. The Board seeks to maintain a balance between higher returns that might be possible with higher levels of borrowings and the advantages afforded by a sound capital position.

MaxiTRANS Industries Limited

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(aa) Segment reporting

Operating segments are identifi ed and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed by the Group's chief operating decision maker which, for the Group, is the Managing Director. In this regard, such information is provided using different measures to those used in preparing the consolidated income statement and consolidated statement of fi nancial position. Reconciliations of such management information to the statutory information contained in the fi nancial report have been included.

(ab) Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both fi nancial and non-fi nancial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specifi c to that asset or liability.

Fair values refl ect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.

(iii) Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash fl ows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes.

(iv) Non-derivative fi nancial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash fl ows, discounted at the market rate of interest at the reporting date. For fi nance leases the market rate of interest is determined by reference to similar lease agreements.

(i) Land and buildings

The fair value of property, plant and equipment is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing and knowledgeable buyer and seller in an arm’s length transaction after proper marketing.

(ii) Derivatives

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract.

The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash fl ows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.

MaxiTRANS Industries Limited

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

2. REVENUE
Sale of goods	265,738	194,017
Rendering of services	11,029	8,459
Total Revenue	276,767	202,476

3. OTHER INCOME
Interest revenue from other parties	59	54
Gain on consolidation of acquiree	-	1,702
Total Other Income	59	1,756
4. PROFIT FROM ORDINARY ACTIVITIES
Prof t from ordinary activities before related
income tax expense has been determined after
charging/(crediting) the following items:
Finance costs:
– interest – bank loans and overdraft	1,075	1,227
– f nance lease charges	246	311
Total f nance costs	1,321	1,538
Employee benef ts:
Post employment benef ts
– Superannuation contributions	3,404	3,283
Restructuring of operations
Restructuring costs (including redundancy costs)	-	2,478
Depreciation:
– property	465	405
– plant and equipment	3,353	3,292
Total depreciation	3,818	3,697
Amortisation of non–current assets:
– intellectual property	735	735
– patents and trademarks	45	45
– capitalised leased assets	835	874
Total amortisation	1,615	1,654

MaxiTRANS Industries Limited

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

4. PROFIT FROM ORDINARY ACTIVITIES (continued)
Net (income)/expenses from movements in provision for:
– employee entitlements	691	(70)
– warranty	140	(155)
– other	1,239	(1,021)
Net (income)/expense resulting from movements in provisions	2,070	(1,246)
Rental expense on operating leases	2,956	2,402
Research and development expenditure
written off as incurred	592	485
Crediting as income:
Net gain on disposal of:
– property plant and equipment	(76)	(619)
5. TAXATION
(a) Income tax
Reconciliation of tax expense
Prima facie tax payable on prof t before tax
at 30% (2011: 30%)	5,038	1,302
Add/(deduct) tax effect of:
Research & development allowance	(300)	(312)
Non deductible expenses	160	156
Associate equity accounted income	(332)	(286)
Gain on consolidation of acquiree	-	(511)
Prior year adjustments	(117)	(114)
Impact of tax rates in foreign jurisdictions	(176)	(65)
	(765)	(1,132)
Income tax expense in consolidated income statement	4,273	170

Income tax expense attributable to operating
prof t is made up of:
Current tax expense	6,184	999
Prior year adjustment – current tax	434	143
Deferred tax expense
– origination and reversal of temporary difference	(1,794)	(715)
– prior year adjustment – deferred differences	(551)	(257)
Income tax expense in consolidated income statement	4,273	170

MaxiTRANS Industries Limited

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

5. TAXATION (continued)
(b) Deferred tax assets/(deferred tax liabilities)
The deferred tax assets/(deferred tax liabilities) are made
up of the following estimated tax benef ts:
– Provisions and accrued employee benef ts	2,722	2,386
– Property, plant & equipment	(2,497)	(4,126)
– Leases	(20)	23
– Intangible assets	(3,008)	(3,021)
– Inventory	745	193
– Other	225	(17)
Net deferred tax liability	(1,833)	(4,562)

Balance at beginning of year	(4,562)	(5,060)
Recognised in prof t or loss	2,345	972
Acquired through business combination	384	(50)
Recognised in equity	-	(424)
Net deferred tax liability	(1,833)	(4,562)

(c) Current tax liability

The current tax liability for the Group of $4,683,000 (2011: $256,000) represents the amount of income taxes payable in respect of current and prior fi nancial periods.

respect of current and prior f nancial periods.
	Consolidated
	2012	2011
	$’000	$’000

6. TRADE AND OTHER RECEIVABLES
Trade receivables	33,895	24,353
Provision for impairment loss	(178)	(224)
	33,717	24,129
Other receivables	769	224
Total trade and other receivables	34,486	24,353

MaxiTRANS Industries Limited

6. TRADE AND OTHER RECEIVABLES (continued)

	Consolidated 2012	Consolidated 2012	Consolidated 2011	Consolidated 2011
	Gross	Impairment	Gross	Impairment
	$’000	$’000	$’000	$’000

Impairment losses
Not past due	20,633	97	17,104	53
Past due 0 – 30 days	9,411	34	5,115	27
Past due 31 – 60 days	1,984	6	697	4
Past due over 61 days	1,867	41	1,437	140
	33,895	178	24,353	224

			Consolidated
			2012	2011
			$’000	$’000

The movement in the allowance for impairment losses in
respect of trade receivables during the year was as follows:
Balance at 1 July			224	545
Impairment loss recognised/(credited)			36	(50)
Bad debts			(82)	(271)
Balance at 30 June			178	224

7. INVENTORIES
Second–hand units – at net realisable value			4,767	3,223
Finished goods – at cost			28,507	18,838
Work in progress – at cost			2,213	3,164
Raw materials – at cost			14,334	10,567
Less: provision for impairment loss			(3,095)	(1,364)
Total inventories			46,726	34,428

8. OTHER ASSETS
Current
Prepayments			1,328	1,308
			1,328	1,308

Non–current
Other receivables			981	925
			981	925

MaxiTRANS Industries Limited

		Consolidated	Consolidated
		2012	2011
		$’000	$’000

9. INVESTMENTS	Note
Non–current
Investments in associated entities accounted for using the equity method	26	3,212	2,833
		3,212	2,833

10. PROPERTY, PLANT & EQUIPMENT
Land and Buildings
Land and buildings at fair value		37,465	34,026
Accumulated depreciation		(530)	(186)
Total land and buildings		36,935	33,840

Plant and Equipment
Plant & equipment at cost		30,378	27,206
Accumulated depreciation		(23,664)	(20,203)
		6,714	7,003
Off ce equipment at cost		5,964	4,421
Accumulated depreciation		(3,874)	(3,242)
		2,090	1,179
Leased plant & equipment		5,049	5,179
Accumulated depreciation		(2,382)	(2,226)
		2,667	2,953
Capital work in progress		1,645	2,997
Total plant and equipment		13,116	14,132

Total property, plant and equipment		50,051	47,972

Independent valuations were obtained as at 31 December 2011 and an updated market commentary at 30 June 2012 in relation to the majority of land and buildings held at that time, for use by the directors in assessing land and buildings at fair value.

Refer to Note 31(e) for details of security over land and buildings.

MaxiTRANS Industries Limited

10. PROPERTY PLANT & EQUIPMENT (continued)

Reconciliations

Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Land and buildings
Carrying amount at the beginning of the f nancial year	33,840	42,188
Additions	2,618	–
Acquisitions through business combinations	66	1,946
Transfers from capital works in progress	2,393	-
Fair value (decrement)/increment	-	1,408
Transfer to property held for sale	-	(1,428)
Disposals	(1,649)	(9,539)
Depreciation	(465)	(405)
Exchange rate variance	132	(330)
Carrying amount at the end of the f nancial year	36,935	33,840

Plant and equipment
Carrying amount at the beginning of the f nancial year	7,003	8,961
Additions	472	105
Acquisitions through business combinations	2,613	330
Other	(1,900)	-
Transfers from capital works in progress	1,257	716
Transfers from leased plant and equipment	261	105
Disposals	(190)	(315)
Depreciation	(2,831)	(2,872)
Exchange rate variance	29	(27)
Carrying amount at the end of the f nancial year	6,714	7,003

Off ce equipment
Carrying amount at the beginning of the f nancial year	1,179	724
Additions	510	862
Acquisitions through business combinations	232	27
Transfers from capital works in progress	703	-
Disposals	(7)	(12)
Depreciation	(522)	(420)
Exchange rate variance	(5)	(2)
Carrying amount at the end of the f nancial year	2,090	1,179

Leased plant and equipment
Carrying amount at the beginning of the f nancial year	2,953	3,466
Additions	810	466
Transfers to plant and equipment	(261)	(105)
Amortisation	(835)	(874)
Carrying amount at the end of the f nancial year	2,667	2,953

Capital works in progress
Carrying amount at the beginning of the f nancial year	2,997	792
Additions	2,762	2,532
Capitalised borrowing costs	239	389
Transfers to property, plant and equipment	(4,353)	(716)
Carrying amount at the end of the f nancial year	1,645	2,997

MaxiTRANS Industries Limited

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

11. INTANGIBLES
Goodwill at cost	20,267	6,368
Brand names at cost	6,930	6,930
Accumulated amortisation	(691)	(691)
	6,239	6,239
Intellectual property at cost	23,578	22,665
Accumulated amortisation	(9,470)	(8,735)
	14,108	13,930
Patents and trademarks at cost	3,451	891
Accumulated amortisation	(403)	(358)
	3,048	533
Total Intangibles	43,662	27,070

Reconciliations

Reconciliations of the carrying amounts for each class of intangible assets are set out below:

Goodwill
Carrying amount at the beginning of the f nancial year	6,368	3,615
Acquisition through business combination	13,899	2,753
Carrying amount at the end of the f nancial year	20,267	6,368

Brand names
Carrying amount at the beginning of the f nancial year	6,239	6,239
Amortisation	-	–
Carrying amount at the end of the f nancial year	6,239	6,239

Intellectual property
Carrying amount at the beginning of the f nancial year	13,930	14,649
Amortisation	(735)	(735)
Acquisition through business combination	913	16
Carrying amount at the end of the f nancial year	14,108	13,930

Patents and trademarks
Carrying amount at the beginning of the f nancial year	533	578
Amortisation	(45)	(45)
Acquisition through business combination	2,560	-
Carrying amount at the end of the f nancial year	3,048	533

MaxiTRANS Industries Limited

11. INTANGIBLES (continued)

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Goodwill allocation by CGU:
Freighter	2,853	2,853
Maxi–CUBE	762	762
Azmeb (provisionally allocated)	168	-
Parts and Spares (provisionally allocated)	13,731	-
Yangzhou Maxi–CUBE Tong Composites (China)	2,753	2,753
	20,267	6,368

Impairment tests for Goodwill

The recoverable amount of the CGU's to which goodwill is allocated is determined based on value–in–use calculations. These calculations use cash fl ow projections based on most recent budgeted projections by key operational management. These projections are derived based on current market conditions, order intake and expectations with regards to market share. Projections are extrapolated using estimated growth rates for a fi ve year period with a terminal growth rate below the long– term market average. The growth rate used is 4% which is based on the most recent Australian Government, Department of Transport and Regional Services, Auslink White Paper and the post tax discount rates used were 10.6% - 11.6% (2011: 15.2%).

Any change in assumptions may impact the value–in–use calculations and therefore the carrying value of goodwill and other relevant assets.

Impairment tests for other intangible assets

The Group performed impairment testing of CGU's to which other intangible assets with indefi nite useful lives are allocated, pursuant to AASB 136. Results of this testing indicated that the recoverable amount of each CGU was found to be in excess of its carrying value. As such, no impairment charge was required for the year ended 30 June 2012. A post tax discount rate of 10.6% (2011:15.2%) was used in determining the recoverable amount.

12. TRADE AND OTHER PAYABLES

Trade payables		28,167	18,772
Other payables and accruals		10,805	7,977
Total trade and other payables		38,972	26,749

13. INTEREST BEARING LOANS AND BORROWINGS
Current
Lease liability	28(a)	1,870	1,668
Total current interest bearing liabilities		1,870	1,668

Non Current
Bank loans – secured	31(e)	26,000	12,700
Lease liability	28(a)	2,014	1,793
Total non–current interest bearing liabilities		28,014	14,493

Secured bank loans are subject to a fl oating interest rate. Interest rate swaps have been executed in respect of $20m (2011:$5m) of this debt in order to mitigate interest rate risk. Refer to note 31(b) for further details.

MaxiTRANS Industries Limited

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

14. PROVISIONS
Current
Employee entitlements	6,847	5,449
Warranty	1,266	1,150
Total current provisions	8,113	6,599

Non Current
Employee entitlements	883	650
Aggregate employee entitlements liability	7,730	6,099

Reconciliations
Reconciliations of the carrying amounts of each class of provision, except for
employee benef ts, are set out below:
Warranty
Carrying amount at the beginning of the f nancial year	1,150	1,324
Provisions made/(used) during the year	116	(174)
Carrying amount at the end of the f nancial year	1,266	1,150

15. ISSUED CAPITAL
183,993,392 (2011: 183,993,392) fully paid ordinary shares	56,386	56,386
Total	56,386	56,386

Ordinary Shares paid up capital at the beginning of the f nancial
year 183,993,392 (2011: 182,866,700)	56,386	56,034
Shares issued during the year:
– 1,126,692 on 15 October 2010 (i)	-	352
At end of f nancial year	56,386	56,386

(i) Additions to contributed equity were made in accordance with the Company’s dividend re–investment plan ('DRP') applicable to dividends paid on ordinary shares, issued at a discount of 5% to the volume weighted average price of MaxiTRANS shares traded in the ordinary course on ASX during the fi ve trading days ended and including 24 September 2010. The DRP was suspended on 21 June 2011.

MaxiTRANS Industries Limited

15. ISSUED CAPITAL (continued)

Ordinary shares

Subject to the Constitution of the Company, holders of ordinary shares are entitled to vote as follows:

¡ Every shareholder may vote;
¡ On a show of hands every shareholder has one vote;
¡ On a poll every shareholder has:
(i) One vote for each fully paid share; and
(ii) For each partly paid share held by the shareholder, a fraction of a vote equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) on the share.

Subject to the Constitution of the Company, ordinary shares attract the right in a winding up to participate equally in the distribution of the assets of the Company (both capital and surplus), subject only to any amounts unpaid on shares.

16. EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share
		Consolidated
	2012 – $’000	2011 – $’000

Earnings reconciliation
Net prof t attributable to equity holders of the company	12,334	4,171
Basic earnings	12,334	4,171

	2012 – Number	2011 – Number

Weighted average number of shares
Ordinary shares on issue at 1 July	183,993,392	182,866,700
Effect of shares issued during the year	-	799,488
Number for basic earnings per share	183,993,392	183,666,188

Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2012 is based on net profi t attributable to equity holders of the company of $12,334,000 and the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of 2,185,780.

	2012 – Number	2011 – Number

Weighted average number of shares (diluted)
Weighted average number of shares (basic)	183,993,392	183,666,188
Effect of Performance Rights on issue	2,185,780	-
Number for diluted earnings per share	186,179,172	183,666,188

MaxiTRANS Industries Limited

17. RESERVES

Nature and purpose of reserves

Foreign currency translation reserve

The foreign currency translation reserve records the foreign currency differences arising from the translation of foreign operations and the equity accounting of foreign associates.

Asset revaluation reserve

The asset revaluation reserve includes the net revaluation increments arising from the revaluation of land and buildings.

Share based payments reserve

The share based payments reserve includes the fair value of share based payments recognised as an employee expense over the vesting period.

18. DIVIDENDS

	Cents per	Total amount	Date of	Tax rate for	Percent
Dividends paid	share	$’000	payment	franking credit	franked
2012
Interim – ordinary	2.00	3,680	20 April 2012	30% (Class C)	100%
Total dividends paid	2.00	3,680

2011
Final – ordinary	1.50	2,760	21 October 2011	30% (Class C)	100%
Total dividends paid	1.50	2,760

Dividends proposed
Final – ordinary	2.25	4,140	12 October 2012	30% (Class C)	100%

The above dividend was declared after the end of the fi nancial year and will be paid on 12 October 2012. The fi nancial effect of this dividend has not been brought to account in the fi nancial statements for the year ended 30 June 2012 and will be recognised in subsequent fi nancial statements.

Dividend re–investment plan

The operation of the Company's dividend reinvestment plan (“DRP”) was suspended on 21 June 2011 until further notice and will not apply to the above dividend.

will not apply to the above dividend.
	The	Company
	2012	2011
Dividend franking account	$’000	$’000
Class C (30%) franking credits available to shareholders of
MaxiTRANS Industries Limited for subsequent f nancial years	8,279	4,858

The above available amounts are based on the balance of the dividend franking account at year–end adjusted for franking debits that will arise from current tax balances. The ability to utilise the franking credits is dependent upon the ongoing solvency of the Company.

The impact on the dividend franking account of dividends proposed after the reporting date but not recognised as a liability is to reduce it by $1,774,222 (2011: $1,182,814).

MaxiTRANS Industries Limited

19. SEGMENT INFORMATION

It is the Group’s policy that inter–segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise income–earning assets and revenue, interest–bearing loans, borrowings and expenses, and corporate assets and expenses. There have been no changes in reportable segments during the year. Total fi nance costs of the Group are included in unallocated corporate costs.

Year ended 30 June 2012

Business Segments	Sales of	Sales of	Other	Eliminations	Consolidated
	New Trailer &	Parts &
	Tipper Units	Service
	$’000	$’000	$’000	$’000	$’000

Revenue
External segment revenue	181,044	91,001	3,471	–	275,516
Inter–segment revenue	1,181	21,969	–	(23,150)	–
Total segment revenue	182,225	112,970	3,471	(23,150)	275,516
Unallocated sundry revenue					1,251
Total revenue					276,767
Segment Net prof t before tax	10,154	8,915	53	–	19,122
Share of net prof t of equity
accounted investments					1,108
Unallocated corporate expenses					(3,435)
Prof t before related income
tax expense					16,795
Income tax expense					(4,273)
Net prof t					12,522
Depreciation and amortisation	4,133	1,309	7	–	5,449
Unallocated depreciation
and amortisation					(16)
Total depreciation and amortisation					5,433
Assets
Segment assets	102,280	59,416	3,454	–	165,150
Unallocated corporate assets					19,087
Consolidated total assets					184,237
Liabilities
Segment liabilities	11,369	17,929	40	–	29,338
Unallocated corporate liabilities					56,204
Consolidated total liabilities					85,542
Capital expenditure(i)	2,390	2,818	37	–	5,245
Unallocated capital expenditure					266
Consolidated capital expenditure					5,511

MaxiTRANS Industries Limited

19. SEGMENT INFORMATION (continued)

Year ended 30 June 2011
Business Segments	Sales of	Sales of	Other	Eliminations	Consolidated
	New Trailer &	Parts &
	Tipper Units	Service
	$’000	$’000	$’000	$’000	$’000

Revenue
External segment revenue	134,519	63,459	3,351	–	201,329
Inter–segment revenue	1,347	15,620	–	(16,967)	–
Total segment revenue	135,866	79,079	3,351	(16,967)	201,329
Unallocated sundry revenue					1,147
Total revenue					202,476
Segment Net prof t before tax	(3,288)	5,399	(118)	–	1,993
Share of net prof t of equity
accounted investments					953
Gain on consolidation of acquiree					1,702
Unallocated gain on property disposals					706
Unallocated corporate expenses					(1,013)
Prof t before related income
tax expense					4,341
Income tax expense					(170)
Net prof t					4,171
Depreciation and amortisation	4,198	955	7	–	5,160
Unallocated depreciation
and amortisation					191
Total depreciation and amortisation					5,351
Assets
Segment assets	95,051	37,255	2,231	–	134,537
Unallocated corporate assets					12,162
Consolidated total assets					146,699
Liabilities
Segment liabilities	12,679	9,816	6	–	22,501
Unallocated corporate liabilities					32,476
Consolidated total liabilities					54,977
Capital expenditure(i)	2,552	1,766	–	–	4,318
Unallocated capital expenditure					36
Consolidated capital expenditure					4,354

(i) Capital expenditure includes the acquisition of leased assets

Geographical segments

The Group’s external revenues are predominantly derived from customers located within Australia. The Group’s assets and capital expenditure activities are predominantly located within Australia.

MaxiTRANS Industries Limited

20. SHARE BASED PAYMENTS

The MaxiTRANS Performance Rights Plan ('PRP') was approved by shareholders at the annual general meeting held on 15 October 2010. The PRP is available to executive directors and to senior management and is based on the annual grant of a specifi ed number of Performance Rights which can be converted by executive directors and senior management into a specifi ed number of ordinary shares in the Company.

Performance Rights ('PR's') will vest and will be able to be exercised upon the achievement of specifi ed long term performance targets in a period not less than three years after the date upon which the Performance Rights are granted to executive directors and senior management provided they remain in the employ of the Group throughout that period.

Subject to the ASX Listing Rules, the terms of the PRP can be amended by the Board at any time. The PRP can be terminated by the Board at any time but without prejudice to any accrued rights of PR holders at that time.

Summary of PR's over unissued ordinary shares

The terms and conditions relating to PR's currently on issue are as follows:

Period	1 July 2011 - 30 June 2014	1 July 2010 - 30 June 2013
Grant date	30 September 2011	30 September 2010
Total PR's Issued	2,893,613	1,487,714
Total PR's remaining on issue	2,893,613	1,295,328
Base ROIC	4.2% (year ended 30 June 2011)	5.4% (year ended 30 June 2010)
Target increase in ROIC	Average of 2.5% per annum (7.5% over 3 years)	Average of 2% per annum (6% over 3 years)
Percentage increase in base ROIC required	179%	111%
Minimum % of target that must be achieved for Performance Rights to vest	70% (i.e. average of 1.75% per annum)	70% (i.e. average of 1.4% per annum)
Minimum service requirement	3 years from grant date	3 years from grant date

Inputs for measurement of grant date fair value

The fair value of PR's is calculated at the date of grant by an independent external valuer using the Monte Carlo simulation model and allocated to each reporting period evenly over the period from grant date to vesting date. Expected volatility is estimated by considering historic average share price volatility. The fair value of PR's and the inputs used in the measurement of the fair value at grant date of the PR's are as follows:

	2012	2011
Fair value at grant date	22.31¢	24.53¢
Share price at grant date	28.50¢	32.00¢
Expected volatility	50.00%	50.00%
Expected dividend yield	6.50%	6.50%
Risk–free rate of return	3.80%	4.30%
Liquidity discount	15.00%	15.00%

The fair value of services received in return for PR's granted are measured by reference to the fair value of PR's granted.

PR's are granted under a service condition and, for grants to key management personnel, non–market performance conditions. Non–market performance conditions are not taken into account in the grant date fair value measurement of the services received. The fair value of performance rights granted is recognised as an employee expense with a corresponding increase in equity recorded over the vesting period based on the probability of vesting conditions being achieved.

MaxiTRANS Industries Limited

20. SHARE BASED PAYMENTS (continued)

Employee expenses	Consolidated	Consolidated
	2012	2011
	$’000	$’000

PR's on issue	150	51
Total share based payment
expense recognised as employee costs	150	51

21. RELATED PARTY DISCLOSURES

(a) Equity interests in related parties

Equity interests in controlled entities: Details of the percentage of ordinary shares held in controlled entities are

Equity interests in associated entities: Details of the percentage of ordinary shares held in associated entities are

(b) Director and key management personnel disclosures

Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and the Group. Key management personnel comprise the directors of the Company and executives for the Company and the Group.

The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:

Non-executive directors

Mr I Davis (Chairman)
Mr J Curtis (Deputy Chairman)
Mr G Lord
Mr R Wylie

Executive directors

Executives

Mr M Mattia (Chief Financial Offi cer and Company Secretary)
Mr A Wibberley (General Manager – Resources)
Mr P Buttler (General Manager - Manufacturing)
- appointed 1 August 2011
Mr C Wallace (General Manager - Hamelex White)
Mr N Zantuck (General Manager – Vic Branch)
Mr M Brockhoff (Managing Director)
Mr P Loimaranta (General Manager – MaxiTRANS Parts)

MaxiTRANS Industries Limited

21. RELATED PARTY DISCLOSURES (continued)

(c) Directors’ and executives’ holdings of shares

For each director and director related entities and executives, the movements in shares held directly, indirectly or benefi cially at the reporting date in the Company are set out below:

2012 Shares
MaxiTRANS Industries Limited	Held at	Purchases	Sales	Held at
	1 July 2011			30 June 2012
Directors:
Mr M Brockhoff	2,871,500	–	–	2,871,500
Mr I Davis	1,202,193	100,000	–	1,302,193
Mr J Curtis	24,175,030	–	–	24,175,030
Mr G Lord	1,039,604	10,000	–	1,049,604
Mr R Wylie	21,364	–	–	21,364
Executive:
Mr. P Loimaranta	15,000	–	–	15,000
2011 Shares
MaxiTRANS Industries Limited	Held at	Purchases	Sales	Held at
	1 July 2010			30 June 2011
Directors:
Mr M Brockhoff	2,671,500	200,000	–	2,871,500
Mr I Davis	1,164,928	37,265	–	1,202,193
Mr J Curtis	23,769,067	405,963	–	24,175,030
Mr G Lord	1,039,604	–	–	1,039,604
Mr R Wylie	21,364	–	–	21,364
Executive:
Mr. P Loimaranta	15,000	–	–	15,000

Performance Rights

Details of directors' and executives' performance rights are set out in the Remuneration Report.

(d) Directors’ transactions in shares

Directors and their related entities acquired 110,000 existing ordinary shares in MaxiTRANS Industries Limited during the year.

MaxiTRANS Industries Limited

21. RELATED PARTY DISCLOSURES (continued)

(e) Individual directors’ and executives’ compensation disclosure

Details of directors’ and executives’ remuneration and retirement benefi ts are disclosed in the Remuneration Report.

(f) Director and other key management personnel transactions

MaxiTRANS Industries Limited and controlled entities paid legal fees of $399,000 (2011: $304,000) to Minter Ellison of which Mr I. Davis is a senior partner. All dealings were in the ordinary course of business and on normal commercial terms and conditions. Amounts owing at year end total $nil (2011: $37,000).

MaxiTRANS Industries Limited and controlled entities paid consulting fees of $47,836 (2011: nil) to UXC Consulting Pty Ltd, a subsidiary of UXC Limited of which Mr G Lord is Chairman. All dealings were in the ordinary course of business and on normal commercial terms and conditions. Amounts owing at year end total $nil (2011: $nil).

Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the Group since the end of the previous fi nancial year and there were no material contracts involving directors’ interests existing at year–end.

(g) Transactions with non–director related entities

All transactions with associated companies are on normal terms and conditions.

(h) Transactions with associate companies

During the year the company derived revenue from associates of $27,631,000 (2011: $18,581,000) for the sale of new units, parts and the provisions of services. Amounts receivable from associates at year end total $908,000 (2011: $2,488,000).

During the year the company paid for services and parts from associates totalling $2,267,000 (2011: $2,461,000). Amounts owing at year end total $60,000 (2011: $141,000).

All dealings were in the ordinary course of business and on normal commercial terms and conditions.

(i) Key management personnel benefi ts

The key management personnel compensation included in remuneration (see Remuneration Report) are as follows:

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Short–term employee benef ts	2,328	2,301
Post–employment benef ts	195	204
Share based payment benef ts	131	46
	2,654	2,551

MaxiTRANS Industries Limited

22. PARENT ENTITY

As at 30 June 2012 and throughout the fi nancial year ending on that date, the parent company of the Group was MaxiTRANS Industries Limited.

As at 30 June 2012 and throughout the f nancial year ending on that date, Industries Limited.	the parent company of the Group was MaxiTRANS	the parent company of the Group was MaxiTRANS
	Company
	2012	2011
	$’000	$’000

Results of the parent company
Prof t/(loss) for the year	13,431	10,326
Other comprehensive income	-	–
Total comprehensive income	13,431	10,326

Financial position of the parent company
Current assets	51,332	40,047
Total assets	78,948	67,925
Current liabilities	4,330	448
Total liabilities	4,330	448
Net Assets	74,618	67,477
Total equity of the parent company comprising of:
Issued capital	56,386	56,386
Reserves	201	51
Retained earnings	18,031	11,040
Total equity	74,618	67,477

Parent company investment in subsidiaries and associate companies

Investments in subsidiaries and associate companies are carried at historical cost in the parent company less, where applicable, any impairment charge.

Parent company guarantees in respect of debts of its subsidiaries

The parent entity has entered into a “Deed of Cross Guarantee” with the effect that the Company guarantees debts in respect of its subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in Note 24.

Parent company contingencies

At any given point in time, the parent company may be engaged in defending legal actions brought against it. The directors are not aware of any such actions that would give rise to a material contingent liability to the parent company.

Parent company capital commitments

The parent company has no capital commitments for the acquisition of property plant and equipment.

MaxiTRANS Industries Limited

23. CONTROLLED ENTITIES

Particulars in relation to controlled entities

Particulars in relation to controlled entities
	Country of	Class of		Interest	held
	incorp.	shares	2012	%	2011 %
The Company:
MaxiTRANS Industries Limited
Controlled entities of
MaxiTRANS Industries Limited:
MaxiTRANS Australia Pty Ltd	Aust.	Ord.	100		100
Transtech Research Pty Ltd	Aust.	Ord.	100		100
Trail Truck Parts Pty Ltd	Aust.	Ord.	100		100
MaxiTRANS Industries (N.Z.) Pty Ltd	Aust.	Ord.	100		100
Peki Pty Ltd	Aust.	Ord.	100		100
Ultraparts Pty Ltd	Aust.	Ord.	100		100
MaxiTRANS Services Pty Ltd	Aust.	Ord.	100		100
MaxiTRANS Finance Pty Ltd	Aust.	Ord.	100		100
Lusty EMS Pty Ltd	Aust.	Ord.	100		100
Hamelex White Pty Ltd	Aust.	Ord.	100		100
Colrain Pty Ltd	Aust.	Ord.	100		100
– Colrain Queensland Pty Ltd	Aust.	Ord.	100		100
– Colrain (Albury) Pty Ltd	Aust.	Ord.	100		100
– Colrain (Ballarat) Pty Ltd	Aust.	Ord.	100		100
– Colrain (Geelong) Pty Ltd	Aust.	Ord.	100		100
Queensland Diesel Spares Pty Ltd	Aust.	Ord.	100		-
MaxiTRANS (China) Limited	Hong Kong	Ord.	100		100
Yangzhou Maxi–CUBE Tong Composites Co Ltd	China	Ord.	80		100

24. DEED OF CROSS GUARANTEE

The Company, together with its subsidiaries, MaxiTRANS Australia Pty Ltd, Transtech Research Pty Ltd, Lusty EMS Pty Ltd, Peki Pty Ltd, MaxiTRANS Industries (N.Z.) Pty Ltd, Colrain Pty Ltd (effective 1 September 2008, previously ineligible) and Queensland Diesel Spares Pty Ltd (effective 22 June 2012, previously ineligible) each of which is incorporated in Australia, entered into a “Deed of Cross Guarantee” so as to seek the benefi t of the accounting and audit relief available under Class Order (98/1418) made by the Australian Securities & Investments Commission which was granted on 30 June 2006.

A consolidated statement of comprehensive income and consolidated statement of fi nancial position, comprising the Company and controlled entities which are party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, for the year ended 30 June 2012 is set out as follows:

MaxiTRANS Industries Limited

24. DEED OF CROSS GUARANTEE (continued)

Consolidated statement of comprehensive income

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Total revenue	265,072	196,324
Changes in inventories of f nished
goods and work in progress	3,120	(307)
Raw materials and consumables used	(162,295)	(119,079)
Other income	442	437
Employee expenses	(63,893)	(52,381)
Depreciation and amortisation expenses	(5,285)	(5,282)
Finance costs	(1,321)	(1,532)
Other expenses	(21,183)	(16,665)
Share of net prof ts of associates and joint ventures
accounted for using the equity method	1,108	953
Prof t before income tax	15,765	2,468
Income tax expense	(4,034)	(75)
Prof t for the year	11,731	2,393

Other comprehensive income
Net exchange difference on translation of f nancial
statements of foreign operations	(23)	(382)
Revaluation of land and buildings	-	1,408
Other comprehensive income/(loss) for the year before income tax	(23)	1,026
Income tax	-	(424)
Other comprehensive income/(loss) for the year before income tax	(23)	602
Total comprehensive income for the year	11,708	2,995
Prof t attributable to:
Equity holders of the company	11,731	2,393
Total comprehensive income attributable to:
Equity holders of the company	11,708	2,995

MaxiTRANS Industries Limited

24. DEED OF CROSS GUARANTEE (continued)

Consolidated statement of fi nancial position

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Current Assets
Cash and cash equivalents	1,727	4,507
Trade and other receivables	30,423	21,427
Inventories	46,198	33,734
Property held for sale	-	1,428
Other	1,201	1,308
Total Current Assets	79,549	62,404

Non-Current Assets
Investments accounted for using
the equity method	3,212	2,833
Investments in controlled entities	4,959	6,031
Property, plant & equipment	46,900	45,746
Intangible assets	40,904	24,303
Other	981	925
Total Non-Current Assets	96,956	79,838

Total Assets	176,505	142,242

Current Liabilities
Trade and other payables	35,976	24,304
Interest bearing loans and borrowings	1,870	1,668
Current tax liability	4,564	191
Provisions	7,796	6,344
Total Current Liabilities	50,206	32,507

Non-Current Liabilities
Interest bearing loans and borrowings	28,014	14,493
Deferred tax liabilities	1,903	4,511
Provisions	883	650
Total Non-Current Liabilities	30,800	19,654

Total Liabilities	81,006	52,161

Net Assets	95,499	90,081

Equity
Issued capital	56,386	56,386
Reserves	7,233	8,453
Retained prof ts	31,880	25,242
Total Equity	95,499	90,081

MaxiTRANS Industries Limited

25. ACQUISITION OF SUBSIDIARY AND BUSINESS

On 3 April 2012 the Group obtained control of Queensland Diesel Spares Pty Limited ('QDS'), a leading retailer of truck parts, accessories and consumables to the Queensland transportation industry by acquiring 100% of shares and voting rights in the company. Taking control of QDS will assist the Group in achieving its strategy to expand the national footprint of the Group's successful parts business.

In the period from 3 April 2012 to 30 June 2012, QDS contributed revenue of $11,103,000 and net profi t before tax of $868,000 before the elimination of intercompany transactions and acquisition costs.

On 21 May 2012 the Group acquired the business assets of AZMEB Global Trailers ('AZMEB'), a leading designer, manufacturer and marketer of side tippers to the mining and resources sector and to the waste management industry. Acquiring AZMEB continues the Group's strategy of expanding its participation in Australia's mining and resources sector.

In the period from 21 May 2012 to 30 June 2012, AZMEB contributed revenue of $2,410,000 and net profi t before tax of $253,000 before the elimination of intercompany transactions and acquisition costs.

The results of the combined Group, had the above acquisitions occurred on 1 July 2011 have not been presented on the basis that compiling such information was considered impracticable.

The following summarises the major classes of consideration transferred, and the recognised provisional fair values of assets acquired and liabilities assumed as at the acquisition date:

assets acquired and liabilities assumed as at the acquisition date:
	QDS	AZMEB
Consideration transferred	$’000	$’000

Cash	19,980	6,041
Amounts payable	1,122	273
Total consideration	21,102	6,314
Indentif able assets acquired and liabilities assumed
Cash	12	-
Trade and other receivables	5,229	-
Inventory	5,374	1,364
Property, plant & equipment	1,523	1,388
Intangible assets (excluding goodwill)	-	3,473
Other assets	72	40
Trade and other payables	(3,826)	(63)
Provisions	(642)	(106)
Current tax liability	(705)	-
Deferred tax asset/(liability)	334	50
Total net identif able assets	7,371	6,146

The above amounts have been determined on a provisional basis and are subject to the fi nalisation of independent valuations.

Goodwill

Goodwill
Goodwill was recognised as a result of the acquisition as follows:
Total consideration transferred	21,102	6,314
Provisional fair value of identif able net assets	(7,371)	(6,146)
Total goodwill	13,731	168

Goodwill in respect of QDS is mainly attributable to its position as a leading retailer to the Queensland transportation industry which has grown successfully over a 25 year period and the synergies which are expected to be derived along with the Group's existing parts business, Colrain, itself a leading importer and distributor of truck and trailer components, parts and accessories with 8 retail stores in Victoria and South Australia and wholesale operations in Queensland, New South Wales and Western Australia.

MaxiTRANS Industries Limited

25. ACQUISITION OF SUBSIDIARY AND BUSINESS (continued)

Acquisition costs

The group incurred costs associated with the acquisitions of $886,000, related to stamp duty, external legal fees, due diligence, valuation and travel costs. These costs have been included in other expenses in the consolidated income statement.

26. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates

Name of Entity	Principal Activity	Ownership	Ownership
		2012	2011
		%	%
Trailer Sales Pty Ltd	Trailer retailer. Repairs and service provider
(formerly Freighter	Sale of spare parts
Maxi–Cube Queensland Pty Ltd)		36.67	36.67

	Revenues	Prof t	Share of	Total	Total	Net assets as
	(100%)	(100%)	associates	assets	liabilities	reported by
			prof t			associates
$’000			recognised
2012	59,012	3,022	1,108	17,810	10,178	7,632
2011	52,018	2,381	953	17,810	11,210	6,600

Following the acquisition of the remaining 50% of the shares in Yangzhou Maxi–CUBE Tong Composites Co Limited on 1 January 2011, the Group ceased to account for its investment using the equity method and has included it as part of the consolidated Group. The above revenue and profi t information for 2011 incorporates the period prior to acquisition only and

Commitments

The share of associates' capital commitments contracted but not provided for or payable within one year was $nil at 30 June 2012 (2011: $nil).

MaxiTRANS Industries Limited

27. NOTE TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

(a) Reconciliation of cash fl ows from operating activities with operating profi t/(loss) after tax

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

Prof t for the year	12,522	4,171
Non cash items in operating prof t
Depreciation/amortisation of assets	5,433	5,351
Prof t on sale of f xed assets	(76)	(619)
Share of associates prof t	(1,108)	(953)
Share based payments expense	150	51
Gain on consolidation of acquiree	-	(1,702)
Change in assets & liabilities
(Increase)/decrease in receivables	(4,848)	4,792
(Increase)/decrease in other assets	658	(148)
(Increase)/decrease in inventories	(5,640)	645
Increase/(decrease) in accounts payable
and other liabilities	8,128	(2,002)
Increase/(decrease) in income tax payable	3,732	404
Increase/(decrease) in deferred taxes	(2,388)	(938)
Increase/(decrease) in provisions	1,004	6
Net cash f ows from operating activities	17,567	9,058

(b) Non–cash f nancing and investing activities
Acquisition of plant & equipment by means
of f nance leases	810	466
These acquisitions are not ref ected in the consolidated statement of cash f ows.
During the year ended 30 June 2011, 1,126,692 shares with a value
of $352,000 were issued in accordance with the Company’s ordinary
share dividend re–investment plan. The dividend re-investment plan
was not active during 2012.

28. CAPITAL AND LEASING COMMITMENTS

(a) Finance lease commitments

Payable
– not later than 1 year	2,092	1,754
– later than 1 year but not later than 5 years	2,259	1,963
Minimum lease payments	4,351	3,717
Future f nance charges	(467)	(256)
Total lease liability	3,884	3,461

The Group leases motor vehicles and selected plant and equipment under fi nance leases expiring from one to three years. At the end of the lease term the Group has the option to purchase the equipment at an agreed residual purchase price.

MaxiTRANS Industries Limited

28. CAPITAL AND LEASING COMMITMENTS (continued)

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

(b) Operating lease commitments
Future operating lease rentals not provided for in the f nancial statements and payable:
– not later than 1 year	3,516	1,812
– later than 1 year but not later than 5 years	7,867	3,313
Total operating lease commitments	11,383	5,125

The Group leases property under operating leases expiring from one to f ve years. Leases	generally provide the Group with
a right of renewal at which time all terms are renegotiated.
(c) Capital expenditure commitments
Contracted but not provided for and payable not later than 1 year	3,878	2,387

29. CONTINGENT LIABILITIES

At any given point in time the Group may be engaged in defending legal actions brought against it. In the opinion of the directors such actions are not expected to have a material effect on the Group’s fi nancial position.

30. REMUNERATION OF AUDITOR

Remuneration of the auditor of the Company for:	$	$
KPMG Australia
– auditing and reviewing the f nancial statements	204,650	199,950
– other services (taxation & advisory)	153,946	105,303
	358,596	305,253

Overseas KPMG Firms
– auditing and reviewing f nancial statements	51,407	12,978
– other services (tax, advisory & due diligence)	9,799	47,692

31. FINANCIAL INSTRUMENTS

(a) Signifi cant accounting policies

Details of the signifi cant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of fi nancial asset, fi nancial liability and equity instrument are disclosed in Note 1 to the fi nancial statements.

MaxiTRANS Industries Limited

31. FINANCIAL INSTRUMENTS (continued)

(b) Interest rate risk

The Group is exposed to interest rate risk as it borrows at both fi xed and fl oating interest rates. The risk is managed by the use of fi xed interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defi ned risk appetite, ensuring optimal hedging strategies are applied, by either positioning the statement of fi nancial performance or protecting interest rate expense through different interest rate cycles.

As at reporting date the interest rate profi le of the Group's interest bearing fi nancial instruments was:

	Consolidated	Consolidated
	2012	2011
	$’000	$’000

INTEREST RATE RISK
Financial Assets
Cash and cash equivalents – f oating rate	3,791	6,382
Financial Liabilities
Borrowings – f xed rate	23,884	8,461
Borrowings – f oating rate	6,000	7,700

As at reporting date, if interest rates on borrowings had moved as illustrated in the table below, with all other variables held constant, post tax profi t would have been affected as follows:

constant, post tax prof t would have been affected as follows:
	Consolidated
	Net Prof t	after tax
	2012	2011
	$’000	$’000

Judgement of reasonably possible movements
100bp increase with all other variables held constant	(60)	(73)
100bp decrease with all other variables held constant	60	73

(c) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in fi nancial loss to the Group. The Group has a policy of only dealing with creditworthy counterparties and obtaining suffi cient security where appropriate, as a means of mitigating the risk of fi nancial losses from defaults.

The Group does not have any signifi cant credit risk exposure to any single counter party. The majority of accounts receivable are due from entities within the transport industry.

MaxiTRANS Industries Limited

31. FINANCIAL INSTRUMENTS (continued)

The following table details the Group’s maximum credit risk exposure as at the reporting date without taking account of the value of any security obtained.

The majority of the balances below are denominated in Australian dollars and therefore are not subject to currency risk

		Maximum	credit risk
		2012	2011
	Note	$’000	$’000

Recognised f nancial assets
Cash and cash equivalents		3,791	6,382
Trade receivables	6	34,486	24,353
Other receivables	8	981	925
		39,258	31,660

(d) Currency risk

The Group is exposed to foreign currency risk on purchases that are denominated in foreign currency, primarily United States Dollars and Euro. Derivative fi nancial instruments are used by the Group to hedge exposure to exchange rate risk associated with foreign currency transactions.

Forward exchange contracts

The following table summarises the forward exchange contracts outstanding as at the reporting date:

				Consolidated	Consolidated
	Average Exchange Rate		Foreign	Currency	Contract	Value	Fair	Value
	2012	2011	2012	2011	2012	2011	2012	2011
			FC’000	FC’000	$’000	$’000	$’000	$’000

Buy US Dollar	1.0047	1.0180	6,169	4,253	6,140	4,178	1	(90)
Buy Euro	0.7773	0.7215	1,643	382	2,113	530	(56)	(3)
Buy GB Pound	-	0.6300	-	1,808	-	2,870	-	(84)
					8,253	7,578	(55)	(177)

MaxiTRANS Industries Limited

31. FINANCIAL INSTRUMENTS (continued)

As at reporting date, if the Australian Dollar had moved against each of the currencies as illustrated in the table below, with all other variables held constant, post tax profi t would have been affected as follows:

	Consolidated	Consolidated
	Net Prof t	after tax
	2012	2011
	$’000	$’000

Judgement of reasonably possible movements
US Dollar
10.0 cents increase with all other variables
held constant	(388)	(314)
EUR
10.0 cents increase with all other variables
held constant	(200)	(47)
GBP
10.0 pence increase with all other variables
held constant	-	(319)

(e) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its fi nancial obligations as they fall due. The Group manages liquidity risk by maintaining adequate cash reserves, committed banking facilities and reserve borrowing facilities and by continuously monitoring forecast and actual cash fl ows and matching the maturity profi les of fi nancial assets and liabilities.

The Group's liquidity management policies include Board approval of all changes to debt facilities including the terms of fi xed rate debt. The liquidity management policies ensure that the Group has a well diversifi ed portfolio of debt, in terms of maturity and source, which signifi cantly reduces reliance on any one source of debt in any one particular year. Liquidity risk is managed by the Group based on net infl ows and outfl ows from fi nancial assets and fi nancial liabilities. The following table summarises the maturities of the Group’s fi nancial assets and liabilities based on the remaining earliest contractual maturities.

MaxiTRANS Industries Limited

31. FINANCIAL INSTRUMENTS (continued)

	6 months	6–12	1–2	2–5	Greater
	or less	months	years	years	than 5 years
30 June 2012	$’000	$’000	$’000	$’000	$’000

Financial Assets
Cash and cash equivalents	3,791
Trade & other receivables	34,486
Financial Liabilities
Trade payables	38,972
Borrowings	1,026	844	1,132	26,882	-
Effective interest rate on borrowings 7.56%
	6 months	6–12	1–2	2–5	Greater
	or less	months	years	years	than 5 years
30 June 2011	$’000	$’000	$’000	$’000	$’000

Financial Assets
Cash and cash equivalents	6,382	–	–	–	–
Trade & other receivables	24,353	–	–	–	–
Financial Liabilities
Trade payables	26,749	–	–	–	–
Borrowings	1,044	630	13,509	978	–
Effective interest rate on borrowings 7.85%
				Consolidated
				2012	2011
				$’000	$’000

Finance Facilities
At year end, the Group had the following f nancing facilities in place with its bankers:
Available facilities
Loan facility				38,178	38,088
Overdraft facility				1,000	1,000
Lease and asset f nance facility				8,150	8,150
				47,328	47,238

Facilities utilised at balance date
Loan facility				26,000	12,700
Lease and asset f nance facility				3,884	3,461
				29,884	16,161

Facilities not utilised at balance date
Loan facility				12,178	25,388
Overdraft facility				1,000	1,000
Lease facility				4,266	4,689
				17,444	31,077

MaxiTRANS Industries Limited

31. FINANCIAL INSTRUMENTS (continued)

The loan, overdraft and other facilities are fully secured by a registered charge (mortgage debenture) over the whole of the assets and undertakings of the Group and a registered mortgage over certain land and buildings of controlled entities. The total carrying amount of assets pledged as security is $35,028,000 (2011: $33,372,000).

Core loan facilities are available until October 2014 subject to continuing compliance with the terms of the facilities. Interest

The bank overdraft facility is payable on demand and subject to annual review.

The terms and conditions of the bank facilities contain covenants in relation to gearing ratio, interest cover and EBITDA ratio. These covenants have been satisfi ed during the 2012 and 2011 fi nancial years.

(f) Net fair value

Determination of net fair value

For the purposes of the above tables, net fair value has been determined in respect of fi nancial assets and fi nancial liabilities, with reference to the carrying amount of such assets and liabilities in the consolidated statement of fi nancial position, determined in accordance with the accounting policies disclosed in Note 1 to the fi nancial statements.

The valuation of all fi nancial assets and liabilities listed below has been based on inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly.

The following tables detail the net fair value as at the reporting date of each class of fi nancial asset and fi nancial liability, both recognised and unrecognised.

	Carrying	amount	Net fair value	Net fair value
	2012	2011	2012	2011
	$’000	$’000	$’000	$’000

Financial assets at amortised cost
Trade receivables	33,717	24,129	33,717	24,129
Other receivables	769	699	769	699
Non–derivative f nancial liabilities
Accounts payable	38,972	26,749	38,972	26,749
Bank loans	26,000	12,700	25,710	12,683
Finance leases	3,884	3,461	3,884	3,461

32. EVENTS SUBSEQUENT TO BALANCE DATE

There have been no events subsequent to the reporting date which would have a material effect on the Group's fi nancial statements for the year ended 30 June 2012.

MaxiTRANS Industries Limited

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MAXITRANS INDUSTRIES LIMITED

REPORT ON THE FINANCIAL REPORT

We have audited the accompanying fi nancial report of MaxiTRANS Industries Limited (the Company), which comprises the consolidated statement of fi nancial position as at 30 June 2012, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash fl ows for the year ended on that date, notes 1 to 32 comprising a summary of signifi cant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the fi nancial year.

Directors’ responsibility for the fi nancial report

The directors of the Company are responsible for the preparation of the fi nancial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the fi nancial report that is free from material misstatement whether due to fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the fi nancial statements of the Group comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the fi nancial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial report.

We performed the procedures to assess whether in all material respects the fi nancial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s fi nancial position and of its performance.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s opinion

In our opinion:

(a) the fi nancial report of the Group is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s fi nancial position as at 30 June 2012 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) the fi nancial report also complies with International Financial Reporting Standards as disclosed in note 1.

REPORT ON THE REMUNERATION REPORT

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2012. 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 auditing standards.

Auditor’s opinion

In our opinion, the remuneration report of MaxiTRANS Industries Limited for the year ended 30 June 2012, complies with Section 300A of the Corporations Act 2001.

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KPMG Melbourne 17 August 2012

Tony Romeo Partner

KPMG, an Australian partnership and member fi rm of the KPMG network of independent member fi rms affi lliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation

MaxiTRANS Industries Limited 85

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report.

SHAREHOLDINGS

Substantial shareholders

The names of the substantial shareholders listed in the Company’s register as at 31 July 2012 are:

	Ordinary shares	Ordinary shares	Ordinary shares
	Transcap Pty Ltd & related parties		24,779,972
	HGT Investments Pty Ltd		13,808,377

Voting rights

As at 31 July 2012, there were 3,566 holders of ordinary shares of the Company.

Subject to the Constitution of the Company, holders of ordinary shares are entitled to vote as follows:

Distribution of shareholders

(As at 31 July 2012)
Category – No of shares	No of	shareholders
1-1,000			280
1,000-5,000			884
5,001 – 10,000			668
10,001 – 100,000 100,001 and over			1,524 210
			3,566

Shareholders with less than a marketable parcel

As at 31 July 2012, there were 162 shareholders holding less than a marketable parcel of 758 ordinary shares ($0.66 on 31 July 2012) in the Company totalling 42,186 ordinary shares.

On market buyback

On 21 October 2011 the Company announced an on market buyback of up to 18 million shares during the period 7 November 2011 to 6 November 2012. To date, no transactions have occurred under the scheme.

(a) every shareholder may vote;

(b) on a show of hands every shareholder has one vote;

(c) on a poll every shareholder has:
(i) one vote for each fully paid share; and
(ii) for each partly paid share held by the shareholder, a fraction of a vote equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) on the share.

As at 31 July 2012, there were no unquoted options over unissued ordinary shares.

MaxiTRANS Industries Limited 86

TWENTY LARGEST SHAREHOLDERS – ORDINARY SHARES (AS AT 31 JULY 2012)


Name	Number of fully paid	Percentage held of
	ordinary shares held	issued ordinary shares
Transcap Pty Ltd	17,935,549	9.75%
HGT Investments Pty Ltd	13,808,377	7.50%
RBC Dexia Investor Services Australia Nominees Pty Ltd	6,736,906	3.66%
Citicorp Nominees Pty Ltd	5,619,032	3.05%
National Nominees Limited	4,899,566	2.66%
Toroa Pty Ltd	4,793,592	2.61%
J P Morgan Nominees Australia Limited	2,994,847	1.63%
Cogent Nominees Pty Ltd	2,430,484	1.32%
Tanerka Pty Ltd	2,015,000	1.10%
De Bruin Securities Pty Ltd	2,000,000	1.09%
Sandhurst Trustees Ltd	1,999,509	1.09%
Researched Investments Pty Ltd	1,707,000	0.93%
Mandel Pty Ltd	1,641,000	0.89%
John E Gill Trading Pty Ltd	1,571,933	0.85%
Navigator Australia Ltd	1,485,314	0.81%
Mr A J Shannon	1,437,000	0.78%
Mr E D Ross	1,406,540	0.76%
John E Gill Operations Pty Ltd	1,391,657	0.76%
Mr J R Curtis	1,328,439	0.72%
Denvorcorp Holdings Pty Ltd	1,302,193	0.71%
TOTAL	78,503,938	42.67%

MaxiTRANS Industries Limited 87

AI assistant

MAXIPARTS LIMITED — Annual Report 2012

65389_rns_2012-08-16_cadd6979-f36f-42d6-b1b3-1649add8e4e4.pdf

Appendix 4E

Preliminary final report

MAXITRANS INDUSTRIES LIMITED

Results for announcement to the market

RESULTS FOR THE YEAR ENDED 30 JUNE 2012 REVENUE UP 37%, NPAT UP 195%

REVIEW OF OPERATIONS

1) New Trailers and Tippers

Vans, Trailers and Rigid Bodies

Tippers

New Zealand

2) Parts & Service

3) Joint Venture

OUTLOOK

Ian Davis Michael Brockhoff Chairman Managing Director 17 August 2012

Contents

Financial Summary

1. PRINCIPLE 1:

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1:

Role and responsibility of the Board and management

Role and responsibility of senior management

Recommendation 1.2:

Disclose the process for evaluating the performance of senior executives

Non-Executive Directors

Executive Director

Recommendation 1.3:

Report on whether a performance evaluation for senior executives has taken place and any departure from Principle 1 recommendations

2. PRINCIPLE 2:

STRUCTURE THE BOARD TO ADD VALUE

Recommendation 2.1:

A majority of the Board should be independent directors

Recommendation 2.2:

Recommendation 2.3:

Recommendation 2.4:

Recommendation 2.5:

Recommendation 3.1:

Establish and disclose a code of conduct as to:

Recommendation 3.2: Establish and disclose a policy concerning diversity

Recommendation 3.3:

Recommendation 3.4:

4. PRINCIPLE 4:

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Recommendation 4.1:

Recommendation 4.2:

5. PRINCIPLE 5:

PROVIDE TIMELY AND BALANCED DISCLOSURE OF ALL MATERIAL MATTERS CONCERNING THE COMPANY

Recommendation 5.1:

Recommendation 4.3:

The Audit and Risk Management Committee should have a formal charter

6. PRINCIPLE 6:

RESPECT THE RIGHTS OF SHAREHOLDERS

Recommendation 6.1:

Recommendation 7.2:

Recommendation 7.3:

7. PRINCIPLE 7: RECOGNISE AND MANAGE RISK

Recommendation 7.1:

The Board or appropriate Board committee should establish policies on risk oversight and management of material business risks

8. PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1:

Recommendation 8.3:

Recommendation 8.2:

Directors

Review of Operations

Events Subsequent to Balance Date

Principal Activities

Dividends

Ordinary shares

Environmental Regulation

Future Developments

State of Affairs

Information of Directors

Geoffrey F. Lord

Independent Non-Executive Director, Age 67

Company Secretaries

Remuneration Report

Fixed remuneration

Performance-linked remuneration

MAXIPARTS LIMITED Annual Report 2012