Related Party Transactions |
11. |
Related
Party Transactions |
The
table below presents a summary of transactions with related parties for six months ended September 30, 2024.
($000) | |
| Salaries
and Wages | | |
| Consulting | | |
| Other
Benefits | | |
| Commission | | |
| Directors
Fees | | |
| Cash
Bonus | | |
| Reimbursed
Expenses (9) | | |
| Director
Loans | | |
| Total | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Transaction
with related parties | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Scott
Poulter | |
| – | | |
| 507 | (1) | |
| 56 | (2) | |
| 24 | (2) | |
| – | | |
| 50 | | |
| 116 | | |
| – | | |
| 753 | |
Scott
Poulter – Immediate Family | |
| 18 | (3) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 18 | |
Other
Directors | |
| – | | |
| 16 | (4) | |
| – | | |
| – | | |
| 66 | (5) | |
| – | | |
| – | | |
| 5 | (6) | |
| 87 | |
Other
Management | |
| 767 | (7) | |
| 866 | (8) | |
| 12 | | |
| – | | |
| – | | |
| – | | |
| 111 | | |
| – | | |
| 1,756 | |
Total | |
| 785 | | |
| 1,389 | | |
| 68 | | |
| 24 | | |
| 66 | | |
| 50 | | |
| 227 | | |
| 5 | | |
| 2,614 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Due
to related parties | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Scott
Poulter | |
| – | | |
| 202 | | |
| 100 | | |
| 12 | | |
| – | | |
| 577 | (10) | |
| 61 | | |
| – | | |
| 952 | |
Other
Directors | |
| – | | |
| – | | |
| – | | |
| – | | |
| 257 | | |
| – | | |
| – | | |
| 106 | (6) | |
| 363 | |
Other
Management | |
| – | | |
| 495 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1 | | |
| – | | |
| 496 | |
Total | |
| – | | |
| 697 | | |
| 100 | | |
| 12 | | |
| 223 | | |
| 577 | | |
| 62 | | |
| 106 | | |
| 1,811 | |
(1) | Consulting fees of $444,000 paid in relation to Scott Poulter’s compensation during the period have been recorded within management and technical consulting expense in the income statement. Consulting fees were paid to Fresh Air Investments FZCo (“FAI”), a company incorporated in the United Arab Emirates which Scott Poulter has sole dispositive control over. Scott Poulter is in the process of establishing a foundation to share beneficial ownership of FAI with family members. From April 1, 2024, Fresh Air Holdings Limited (“FAHL”) provided consulting services to the Company of $63,000 which has been recorded within management and technical consulting expense in the income statement. These services were performed by individual who is not Scott Poulter and is not an immediate family member of Scott Poulter. This arrangement ceased on July 31, 2024. FAHL is a wholly owned subsidiary of the Hookipa Trust, a family trust which Scott Poulter and his immediate family members are beneficiaries. |
(2) | The other benefits of $56,000 paid to Scott Poulter relates to accommodation allowance pursuant to a consulting agreement dated December 1, 2018 and is recorded within travel and accommodation expenses in the income statement. Commission relates to Marine sales and is recorded within the cost of goods sold in the income statement. |
(3) | One member of Scott Poulter’s immediate family is employed by the Company’s Australian wholly-owned subsidiaries. |
(4) | Consulting fees paid to Other Directors include $12,000 fees paid to Alexander Group Pty Ltd, a company controlled by Alex Shead in relation to his director fees of Australian subsidiaries of the Company. Consulting fees paid to Other Directors also include share-based payments of $4,000 paid to Peter Rossbach. These amounts have been recorded within management and technical consulting in the income statement. |
(5) | Directors fees have been recorded in management and technical consulting in the income statement and relate to fees paid to directors of the Company. These fees comprise of fees paid to Neil Carmichael, Distributed Generation LLC (a company controlled by Peter Rossbach) and Alexander Group Pty Ltd. |
(6) | As at September 30, 2024, the Company borrowed $101,000 (AUD 150,000) from Shead Group Pty Ltd, a company controlled by Alex Shead. The balance owed of $106,000 as at September 30, 2024 includes $5,000 in accrued interest. The balance is included in short-term loans. Refer to Note 10 for further details. |
(7) | Salaries and wages paid to other management includes salaries of $574,000 and payroll bonuses of $128,000, both have been recorded within salaries and wages expenses in the income statement. |
(8) | Consulting fees paid to other members of management are recorded within management and technical consulting in the income statement. This includes $723,000 fees paid to an individual of management who is not an employee of the Company but acts in a senior role within the Company. This also includes $63,000 paid by Australian subsidiaries of the Company to a company controlled by an immediate family member of one member of management. These fees have been capitalized to project under development. |
(9) | Reimbursed expenses relate to travel, accommodation, and meals incurred by employees and directors during the course of normal business and reimbursed to the employee or director. They are recorded within travel and accommodation expenses in the income statement. |
(10) | As at September 30, 2024, the Company owe a total of $577,000 in bonuses to Fresh Air Investments FZCo (“FAI”) relating to the performance bonus in relation to the sale of REP and Sheaf in the last fiscal year. FAI is a company incorporated in the United Arab Emirates which Scott Poulter has sole dispositive control over. Scott Poulter is in the process of establishing a foundation to share beneficial ownership of FAI with family members. | The
above reconciles to the Income Statement as follows:
| |
Six
Months Ended September 30, 2024 $000 | |
| |
| |
Consulting | |
| 1,389 | |
Directors
Fees | |
| 66 | |
Consulting
fees capitalized under project under development | |
| (42 | ) |
Management
and technical consulting – related parties | |
| 1,413 | |
Management
and technical consulting – nonrelated parties | |
| 1,241 | |
Total
Management and technical consulting | |
| 2,654 | |
|