WasteCo – Annual Report 2023
WasteCo Group Limited
ANNUAL REPORT 2023
WasteCo
– helping
divert waste
sustainably
WASTECO GROUP LTD: ANNUAL REPORT 2023 3
Table of contents
BOARD AND SENIOR MANAGEMENT 4
CHAIR’S REPORT 6
CHIEF EXECUTIVE’S REVIEW 8
CORPORATE GOVERNANCE STATEMENT 9
COMPANY DIRECTORY 14
THE WASTECO STORY 15
WASTECO’S SUSTAINABILITY JOURNEY 18
CASE STUDY: HEB CONSTRUCTION 20
FINANCIALS 22
Consolidated Statement of Profit or Loss
and Other Comprehensive Income 24
Consolidated Statement of Changes in Equity 25
Consolidated Statement of Financial Position 26
Consolidated Statement of Cash Flows 27
Notes to the Consolidated Financial Statements 28
Auditor’s Report 61
Shareholder and Statutory Information 65
4 BOARD AND SENIOR MANAGEMENT
Board and senior management
SHANE EDMOND
Non-executive Chair
Shane has extensive experience in financial markets, having worked in London and
New Zealand for more than 30 years. Shane is currently an executive director of
Forsyth Barr.
He was previously a member of the Financial Market Authority’s Code Committee
for Financial Advisers for seven years.
Shane became a shareholder and a director of WasteCo Holdings NZ in December
2020 (prior to the reverse listing), and Chair in December 2022 following the
reverse listing.
JAMES REDMAYNE
Executive Director and Chief Executive
James is one of WasteCo’s founders.
Before launching WasteCo with Carl Storm, James had 18 years cost and
management accounting experience in banking, foreign exchange, broadcasting,
manufacturing and pharmaceuticals.
James is Chief Executive of WasteCo and an executive director.
WASTECO GROUP LTD: ANNUAL REPORT 2023 5
ANGUS COOPER
Independent Director
Angus has 30 years of commercial experience in public companies, mostly
in general management roles within EBOS Group. He was General Manager
of Mergers and Acquisitions at EBOS for more than 10 years, completing 25
acquisitions and five divestments for the group in that time.
More recently, Angus has advised Synlait Milk on its acquisition of Dairyworks and
Talbot Forest Cheese, and its divestment of Deep South Ice Cream.
Angus has broad experience across a range of sectors including retail, healthcare
products, pharmaceuticals, FMCG, scientific, dairy logistics, automotive,
engineering, print / pre-press and animal care.
He was a director of Goodwood Capital and remained a director of WasteCo
following the reverse listing in December 2022. Prior to that he was a director of
the retail chain Animates for seven years.
ROGER GOWER
Independent Director
BCom, MBA and MPhil.
Roger Gower is an experienced executive, director and chairman in public and
private companies.
He is currently Chairman of PrimePort Timaru and New Zealand Food Innovation
Auckland (the Food Bowl). Roger is also an independent director of NZX-listed Me
Today and the Chief Executive of New Zealand’s Best Food & Beverage. Roger was
Chairman at juice company Charlie’s, which listed in 2005 and before that he had a
corporate career in logistics and transportation.
Roger was a director of Goodwood Capital and remained a director of WasteCo
following the reverse listing in December 2022.
CARL STORM
Executive Director and Chief Operating Officer
Carl is one of WasteCo’s founders.
He has a lifetime of experience in the waste and recycling sector, starting his first
company at age 16, while still at school.
After selling two start-up companies, Carl worked for Fulton Hogan, EnviroWaste,
Metro Waste and Veolia before starting WasteCo with James.
Carl is an experienced company director.
He is Chief Operating Officer of WasteCo and an executive director.
6 CHAIR’S REPORT
Chair’s report
HIGHLIGHTS
WasteCo has had an eventful and very
successful year. Three key highlights for
the year were:
• our successful reverse listing on
the New Zealand Stock Exchange in
December 2022
• achievement of +80% growth in
revenue with strong growth in
EBITDA, and
• successful acquisitions in line with
the growth strategy highlighted in
our listing profile.
Our NZX debut on 6 December 2022
resulted from a reverse listing through
Goodwood Capital and makes WasteCo
the only waste services investment
opportunity listed on the NZX.
Our commitment to organic growth
and geographic expansion through
targeted acquisitions led to revenue
growth of 83% to $34.4 million during
the financial year.
During the 10 years that WasteCo has
been in existence, the company has
successfully expanded its footprint
across the South Island – acquiring
several businesses before listing on the
NZX. Since listing, we have expanded
to additional regions by acquiring
Nelson-based Central Suction Cleaners
Limited (completed in March 2023),
and later acquiring Cleanways (2003)
Limited, operating in Central Otago and
Southland (post balance date).
Each of our acquisitions already
provide some of the services WasteCo
specialises in, giving us the opportunity
to expand our offering to customers in
each of these regions.
We will continue to look at further
acquisition opportunities where they
meet our target expansion plans
and financial metrics. The strategy to
increase and expand our South Island
coverage remains a priority.
We are also very focused on exploring
new services or technologies to
expand our offering to customers and
in particular where environmental
demands are changing consumer and
customer expectations.
Our medical and quarantine service
is an example of a new WasteCo
initiative. When WasteCo listed on the
NZX we were in the early stages of
commissioning our specialised medical
and quarantine waste facility and since
then we have added some significant
customers, including private hospitals,
ports and airports, as well as vets and
other related companies. We are now
one of only two medical and quarantine
waste treatment, remediation, and
disposal providers in New Zealand.
SUSTAINABILITY AND
ACCOUNTABILITY
Partnering with our customers to find
innovative and effective solutions to
their waste requirements is a key to
our ongoing success. The expectations
placed on all of us to divert as much
waste from landfill as possible drives
everything we do. Our aim to divert
more than half of all the waste we
receive away from landfill remains at
the core of our services but this target
will only increase as technologies and
options permit.
The importance of sorting waste as a
way of reducing the amount of waste
that will end up going to landfill is the
ongoing challenge. Wherever possible
we work with our customers to educate
their staff (and customers) on the
importance of sorting waste and to
maximise the sorting opportunities on
their sites. Space and other factors may
limit customers’ on-site sorting and the
alternative is for us to take the waste
away and sort it at our facilities
We continue to invest in our sorting
capability and technology so we can
meet all challenges.
The strategy to
increase and
expand our South
Island coverage
remains a priority.
WASTECO GROUP LTD: ANNUAL REPORT 2023 7
Waste such as polystyrenes, timber,
glass and metals can all be successfully
removed and recycled for alternative
uses and help in completing the circular
economy story.
Many companies are now required to
meet these reporting requirements
and increasingly turn to providers
like WasteCo, that can not only
manage their waste, but also provide
comprehensive reporting data –
covering everything from how much
waste left their site, to how much of
that was diverted from landfill. WasteCo
is well positioned to take advantage
of increased demand for accountable
waste management.
GOVERNANCE
As an NZX listed company, we are
now required to meet a wide range of
reporting and governance requirements
which did not apply to us as a private
company. This has provided an
excellent opportunity for WasteCo’s
board and management to review our
governance and policy documents,
and this ongoing work is assisting us to
develop a disciplined approach.
Health and safety is a critical focus
for us and we continue to work on
identifying any areas that will further
improve the health and safety, and
wellbeing of our people. We want
to ensure that every member of the
WasteCo team has the training and
opportunities they need to grow within
our business.
There are exciting opportunities
ahead and we are at various
stages of discussions on new
customer partnerships and growth
in existing customer services. We
will also consider more acquisition
opportunities as they present.
We have already signalled a
shareholder purchase plan which
will enable existing shareholders to
participate in funding further growth
of WasteCo. Details of this will be
announced when they are finalised.
I look forward to our first full year as
a listed company and welcome all our
new shareholders that have joined this
journey since our listing.
SHANE EDMOND
Chair
WasteCo Group Limited
LOOKING FORWARD
The outlook in the current
environment is very encouraging and
whilst economic factors have been
more challenging during 2023, the
management team continues to see
growth opportunities in a sector that is
getting more and more critical to our
impact on the world’s carbon footprint
and emission reduction targets.
Kilronan
Sort Centre
8 CHIEF EXECUTIVE’S REVIEW
Chief Executive’s review
WasteCo’s 2023 financial year
was most notable for our
continued strong growth and
our NZX listing.
As the Chair noted in his report, we
recorded more than 80% growth in
revenue and EBITDA in 2023, achieved
through a combination of organic
growth and acquisitions.
In December 2022 we listed on the
NZX, and since then the business has
responded by creating a new, upskilled
management structure that will enable
us to deliver on our acquisition and
integration strategy as well as meet the
requirements of being a listed, rather
than a private company. Our people
are stepping up enthusiastically to the
challenge of these changes.
THE IMPORTANCE OF HEALTH
AND SAFETY AT WASTECO
Safety is paramount at WasteCo. Our
people come to us each day from their
own families, and we want to make
sure they get home safely every night.
This is more than about meeting our
responsibilities as an employer; it is
a reflection of the family values of
WasteCo, which has been an important
part of our culture since the day we
started in business.
We have always focused on our people
doing what they love doing, because
loving what you do is an important step
towards staying safe at work.
We have invested in technologies that
give all WasteCo people access to live
reporting so that management and the
team can respond immediately to any
WasteCo’s success
owes much to
our approach as a
solutions provider
for our customers.
incidents or potential incidents that
might occur while they are out doing
jobs for our customers.
We go to great lengths to ensure health
and safety is always visible and top of
mind, with regular training and toolbox
meetings ensuring regular discussion
so that health and safety remains an
embedded part of our WasteCo culture.
OUR CUSTOMERS AND THE YES
PRINCIPLE
WasteCo’s success owes much to our
approach as a solutions provider for
our customers. Our customers come
to us seeking waste solutions and
we adopt a YES approach to their
situation. We accept the challenge and
then work out how we will meet all of
the customer’s requirements.
Our customers recognise our
innovation and problem solving abilities
and new customers are drawn to seek
our services when they learn what we
have achieved for others.
RECOGNISING SUCCESS
There have been many different
factors leading to our success over the
last year, and many different people
have played a key role in this. I want to
thank every WasteCo team member –
whether they drive a vehicle, take calls
from our customers or manage teams
of specialist workers; and whether
they’ve been with us for years or
joined us recently. Every team member
has played an important part in our
success over the last year. I am proud
to work alongside them and to have
them in our team.
We entered the Deloitte Fast 50 last
year and we were ranked 9th on the
Master of Growth Index, based on
our growth over a five-year period.
This was an exciting recognition of the
achievements of every member of the
WasteCo family.
We have many more challenges
ahead as we fine tune our structure
and continue working towards our
acquisition and growth targets, and I
believe we are well equipped to meet
these challenges and to deliver on
our goals.
JAMES REDMAYNE
Chief Executive
WasteCo Group Limited
WASTECO GROUP LTD: ANNUAL REPORT 2023 9
Corporate governance statement
The Board is committed to achieving best-practice corporate governance and the highest
standards of ethical behaviour. The governance principles adopted by the Board are designed to
achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found on the Company’s website
https://goodwoodcapital.co.nz/corporate-governance/ (Website).
This statement is a summary of the Corporate Governance arrangements approved and observed by the Board as at 31 March
2023. This statement has been approved by the Board.
CODE OF ETHICS
The Board has documented a Code of Ethics, which can be found on the Website. The Code of Ethics details the ethical
standards to which the directors and employees of the Company and its subsidiaries (Group) are expected to adhere.
ROLE OF THE BOARD
The objective of the Board is to enhance shareholder value by directing the Company in accordance with sound governance
principles. The Board assumes the following primary responsibilities:
• formulation and approval of the strategic direction, objectives and goals of the Company;
• monitoring the financial performance of the Company, including approval of the Company’s financial statements;
• ensuring that adequate internal control systems and procedures exist and that compliance with these systems and
procedures is maintained;
• review of performance and remuneration of directors and executive officers; and
• establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code, which can be found on the Website, has been adopted by the Board and further outlines directors’
responsibilities.
The Board internally evaluates its performance and continues to assess the size, diversity and skills of the Board.
BOARD COMPOSITION
In accordance with the Company’s constitution and the NZX Listing Rules, the Board will comprise not less than three
directors. The Board will be comprised of a mix of persons with complementary skills appropriate to the Company’s
objectives and strategies. The Board must include not less than two persons who are deemed to be independent.
WasteCo’s Board currently comprises five directors as follows:
Non-executive Director: Shane Edmond (Chair)
Independent Director: Angus Cooper
Independent Director: Roger Gower
Executive Director: James Redmayne (Chief Executive Officer)
Executive Director: Carl Storm
As set out above, Angus Cooper and Roger Gower are considered by the Board to be independent directors, as defined under the
NZX Listing Rules, as at 31 March 2023. This determination has been made on the basis that neither Mr Cooper or Mr Gower are
employees of the Group, nor do they have any ‘Disqualifying Relationship’ as that term is defined in the Listing Rules.
The Board considers that, although it does not have a majority of independent Board members, it has the right balance for the
current size and structure of the Company. The Board will continue to reassess this going forward to ensure that the balance
of Board members remains appropriate for the Company’s needs.
While the Chair of the Board is not independent, the Board considers that the current Chair is appropriate at this time due to
the level of expertise that he brings in relation to the matters that are the Company’s current focus. The Chair and the CEO are
not the same.
Information about each of the directors is disclosed on the Company’s Website.
FOR THE YEAR ENDED 31 MARCH 2023
10 CORPORATE GOVERNANCE STATEMENT
BOARD MEETINGS
Prior to December 2022, the Company was non-trading. The key focus of the Board has therefore changed from identifying
a suitable business opportunity to invest in and/or acquire through a reverse takeover transaction, to the governance of the
Group’s operations and the implementation of its current and future strategies.
Board meetings are held on a monthly basis and are attended by key management personnel, as required. Additional
meetings are held as and when required. Each Board meeting involves discussions and review of health and safety, finance,
market information, strategy and other operational matters.
The following table shows director attendance at Board meetings since completion of the reverse listing transaction in
December 2022.
Meetings attended as
at 31 March 2023
Shane Edmond 3
Angus Cooper 3
Roger Gower 3
James Redmayne 3
Carl Storm 3
CRITERIA FOR BOARD MEMBERSHIP
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and perspectives considered
necessary for the Board to carry out its responsibilities effectively. A director appointed by the Board must stand for election
at the next Annual Meeting. A director may not hold office for longer than 3 years or past the third annual meeting following
that director’s appointment. Retiring directors are eligible for re-election.
BOARD COMMITTEES
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and Health & Safety
Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is accountable to the Board for:
• the business relationship with, and the independence of, external auditors;
• the reliability and appropriateness of the disclosure of the financial statements and external financial communication; and
• the maintenance of an effective business risk management framework including compliance and internal controls.
The current members of the Audit, Finance and Risk Committee are Roger Gower (Chair), Angus Cooper and Shane Edmond.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved by the Board and is
accountable to the Board for:
• the appointment, remuneration and evaluation of the CEO and succession planning in relation to them;
• the remuneration of the leadership team;
• reviewing risks and compliance with statutory and regulatory requirements relative to human resources;
• reviewing health and safety policies to ensure the Company is providing a safe working environment for all employees and
contractors; and
• recommending to the Board, candidates to be appointed as a director.
The current members of the Remuneration, Nominations and Health & Safety Committee are Angus Cooper (Chair) and
Roger Gower.
WASTECO GROUP LTD: ANNUAL REPORT 2023 11
TRADING IN SHARES
The Company has a detailed Share Trading Policy which applies to all directors and employees and can be found on the
Website. The procedures outlined in this policy must be followed by all directors and any employees to obtain consent to trade
in the Company’s shares. Under the policy, trading restrictions apply during the following specific blackout periods:
• two weeks before 30 September until 48 hours after the half-year results are released to NZX;
• two weeks before 31 March until 48 hours after the full-year results are released to NZX; and
• 30 days prior to release of an offer document (such as a product disclosure statement or prospectus) for a general public
offer of the same class of shares.
Outside the black-out periods specified above, any trading is subject to the notification and consent requirements outlined in
the policy.
CONTINUOUS DISCLOSURE
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such that all investors
have equal and timely access to material information concerning the Company, including its financial situation,
performance, ownership and governance.
Announcements are factual and presented in a clear and balanced way. Significant market announcements, including the
announcements of the half-year and full-year results, and the financial statements for those periods, are reviewed by the
Board prior to release.
The Group’s NZX Market Disclosure Policy has been put in place to ensure that the Company complies with its continuous
disclosure obligations at all times, and can be found on the Website.
HEALTH AND SAFETY
The Board ensures that the Company effectively manages health and safety. Providing leadership and securing and allocating
resources, as well as ensuring the Company has the appropriate people, systems, and equipment to manage the risks related
to its work activities, are important aspects of the Board’s responsibility to health and safety management. The Group has
a health and safety incident reporting system by which it reports all incidents to the Board for its information, review and
assurance on a monthly basis.
DIVERSITY
The Board recognises the wide-ranging benefits that diversity brings to an organisation. The Company endeavours to
incorporate diversity to ensure a balance of skills and perspectives are available to benefit our shareholders. The Company’s
Diversity Policy can be found on the Website
As at 31 March 2023, the gender balance of the Company’s directors and officers were as follows:
20232022
FemaleMaleFemaleMale
Directors-5-3
Officers (excluding directors)-1--
Total-6-3
As the opportunity arises to expand the Board, the Company will look to diversify in terms of both gender and skills.
The waste industry has historically had a larger percentage of male employees. WasteCo has taken active steps to increase the
percentage representation of female employees through equal employment opportunity initiatives and policies, assessments
of gender pay gap, employee wellbeing initiatives and a focus on an inclusive family-oriented work culture.
12 CORPORATE GOVERNANCE STATEMENT
NZX CORPORATE GOVERNANCE CODE (ISSUED 17 JUNE 2022)
During the year ended 31 March 2023, the Company has followed the NZX Corporate Governance Code (issued 17 June 2022)
in all material aspects, with the following exceptions:
ReferenceRecommendationAlternative Governance Practice and Reason for
the Practice
Recommendation
2.8
A majority of the board should be
independent directors.
Shane Edmond, Carl Storm and James Redmayne
are not considered to be independent as they are
all substantial product holders of the Company.
Mr Storm and Mr Redmayne also hold executive
management positions. The Board considers that,
although it does not have a majority of independent
Board members, it has the right balance for the
current size and structure of the Company. The
Board will continue to reassess this going forward
to ensure that the balance of Board members
remains appropriate for the Company’s needs.
Recommendation
2.9
An issuer should have an
independent chair of the board. If
the chair is not independent, the
chair and the CEO should be different
people.
Shane Edmond, the current chair, is not considered
to be independent as Mr Edmond is a substantial
product holder of the Company. Mr Edmond has
been appointed as Chair at this time due to the level
of expertise that he brings in relation to the matters
that are the Company’s current focus. The Board will
assess the role of Chair as required. The Chair and
the CEO are different people.
Recommendation
4.3
Financial reporting should be
balanced, clear and objective. An
issuer should provide non-financial
disclosure at least annually,
including considering environmental,
economic and social sustainability
factors and practices. It should
explain how operational or non-
financial targets are measured.
Non-financial reporting should be
informative, include forward looking
assessments, and align with key
strategies and metrics monitored by
the Board.
WasteCo has not provided detailed reporting on
environmental, economic and social sustainability
factors. Going forward, the Board and appropriate
committees are looking to identify relevant
measures for these factors and implement systems
to capture and refine this information to enable
future reporting in these areas.
Recommendation
6.1
An issuer should have a risk
management framework for its
business and the issuer’s board
should receive and review regular
reports. An issuer should report the
material risks facing the business and
how these are being managed.
During the first quarter of FY23 (post balance date),
the Board has implemented a risk management plan
that reflects the material risks facing the Group’s
business and operations following the completion of
the reverse takeover transaction in December 2022.
The Board will be in a position to comment in more
detail on this in the Group’s next annual report.
WASTECO GROUP LTD: ANNUAL REPORT 2023 13
ReferenceRecommendationAlternative Governance Practice and Reason for
the Practice
Recommendation
7.2
The external auditor should attend
the issuer’s Annual Meeting to
answer questions from shareholders
in relation to the audit.
The Board considered that it was not necessary for
Baker Tilly Staples Rodway, the Group’s external
auditor, to attend the 2022 Annual Meeting given
the agenda and focus of the meeting. The Board
were able to provide all necessary information to
shareholders. The external auditor will be invited to
attend future Annual Meetings, given the change in
nature of the Group’s operations and size.
Recommendation
8.4
If seeking additional equity capital,
issuers of quoted equity securities
should offer further equity securities
to existing equity security holders of
the same class on a pro rata basis,
and on no less favourable terms,
before further equity securities are
offered to other investors.
Contemporaneous with the reverse listing
transaction in December 2022, the Company
undertook a capital raising initiative to raise $4
million of new capital through the issue of 80 million
fully paid ordinary shares to wholesale investors
(as defined in the Financial Markets Conduct Act
2013) at an issue price of $0.05 per share to raise
additional new capital for the Company post
completion of the reverse listing transaction. Due to
the regulatory framework associated with reverse
listing transactions, the Company was restricted
from raising new capital via an offer to all existing
shareholders, or other members of the public, in
conjunction with the completion of the reverse
listing transaction.
Post balance date, the Company also raised a further
$4.32m through a placement to selected wholesale
investors. The shares issued as part of the private
placement were issued under existing shareholder
approvals obtained as part of the reverse takeover
transaction. Those existing shareholder approvals
limited participation to wholesale investors. The
Company intends to offer existing investors the
opportunity to participate in funding the further
growth of the Company through a share purchase
price, with details to be advised in due course.
Recommendation
8.5
The board should ensure that the
notices of annual or special meetings
of quoted equity security holders
is posted on the issuer’s website
as soon as possible and at least 20
working days prior to the meeting.
The notice of the Company’s 2022 Annual Meeting
was released on 25 August 2022, being 16 working
days prior to the meeting held on 15 September 2022.
The timing of the Annual Meeting was arranged to
enable an update from the WasteCo Board ahead of
the pending reverse listing transaction.
The notice of the Special Shareholder Meeting to
approve the WasteCo reverse listing was released
on 16 November 2022, being 14 working days prior
to the meeting held on 5 December 2022, to enable
completion of the reverse listing without undue delay.
The alternative governance practices described in the table above have been approved by the Board.
14 COMPANY DIRECTORY
Company directory
COMPANY NUMBER
3202682
INCORPORATED
24 November 2010
REGISTERED OFFICE
421 Blenheim Road
Upper Riccarton
Christchurch 8041
WEBSITE
www.wasteco.co.nz
SHARE REGISTER
Link Market Services Limited
PO Box 91976
Auckland 1142
Phone: 09 375 5999
AUDITOR
Baker Tilly Staples Rodway Auckland
Tower Centre, 45 Queen Street
Auckland 1010
SOLICITORS
Anderson Lloyd
70 Gloucester Street
Christchurch 8013
BANKERS
Kiwibank Limited
Christchurch
BOARD OF DIRECTORS
Shane Edmond
Angus Cooper
Roger Gower
Carl Storm
James Redmayne
WASTECO GROUP LTD: ANNUAL REPORT 2023 15
The WasteCo story
Carl and James were involved in the day
to day running of the business from the
outset, while all three were directors.
As the business has grown over the
years, WasteCo has maintained its
original family values. This includes
being honest with each other, not
letting people down, and taking time
to celebrate our achievements – big
and small.
We also care for one another – making
sure that everyone is okay, both at work
and at home.
We welcome new people to our family,
including new team members and team
members of the companies we acquire.
For example, we acquired Nelson-based
Central Suction Cleaners in March 2023.
FINANCIAL YEAR 2016
• Establishing a Port Services
Division
FINANCIAL YEAR 2017
• First roading maintenance
contact with HEB / Selwyn
District Council
FINANCIAL YEAR 2018
• Curbside collection contracts
with Clutha and Waitaki District
Councils
• The first WasteCo sorting
operation opens
The WasteCo story began
in August 2013 with James
Redmayne, Carl Storm
and Rob Baan, having
a vision for sustainable
management of waste and
an entrepreneurial attitude.
WasteCo is now firmly established
as a leading South Island waste
solution company.
It was a family owned and run business
for 30 years and we were very pleased
to welcome all six staff into WasteCo,
including the owner’s son, who is now
our branch manager in Nelson.
From day one, WasteCo has been a
solutions-based business, focussing
on saying YES to our customers and
then using creativity, innovation and
experience to deliver on customers’
expectations. That approach has given
us many satisfied customers.
We have added significantly to our
customer base through organic growth
and strategic acquisitions during the 10
years we have been in business.
SOME HIGHLIGHTS DURING THOSE 10 YEARS INCLUDE:
FINANCIAL YEAR 2021
• Roading maintenance contract
with HEB / Ashburton District
Council
FINANCIAL YEAR 2022
• 3,600sqm Kilronan Sort Centre
opens in Christchurch
• Roading maintenance contracts
with Christchurch City Council
(Northern and Banks Peninsula)
as well as Timaru and Mackenzie
District Councils
• WasteCo medical and
quarantine waste processing
facility opens
Founders
Carl Storm and
James Redmayne
16 THE WASTECO STORY
WASTECO GROUP LTD: ANNUAL REPORT 2023 17
WasteCo is now firmly established as
a leading South Island waste solution
company; processing and diverting
from landfill up to half of the liquid
and solid waste we collect from private
households, commercial and industrial
clients, and local authorities.
We are currently New Zealand’s only
diamond-certified Toitū Envirocare
waste company. We are also a member
of WasteMINZ (the New Zealand
representative body of waste, resource
recovery and contaminated land
sectors).
WASTECO SERVICES
WasteCo provides a wide range of solid
and liquid waste services including:
• Solid waste collection using bins
and trucks of all shapes and
sizes for private, commercial and
council customers from Nelson to
Invercargill.
• A large gantry/skip bin collection
operation South Island wide.
• Road sweeping for councils and
commercial customers throughout
the South Island.
• Waste sorting and diversion
from a dedicated sorting facility
in Christchurch with planning
underway for a second site in
Dunedin.
• Collection and treatment of medical
and quarantine waste South Island
wide for clients of all sizes from
tattoo parlours to private hospitals,
ports and airports – one of only two
such services in New Zealand.
• Total South Island coverage for high
pressure water blasting (everything
from dairy sheds to hydro
demolition), urgent spill response
services, septic tank cleaning and
portaloo services.
• Vacuum loading for everything from
sump cleaning to bitumen tank
clean ups across the South Island.
• Port services including maintenance,
cleaning and auxiliary services to
fishing and shipping companies,
as well as port operations at every
South Island port.
Nelson / Marlborough
Canterbury
South Canterbury
Otago
Southland
Central Otago
THE WASTECO APPROACH
At WasteCo we believe in truly excellent
customer service and innovation.
We are all about minimising the
environmental impact of the waste
we manage. This means less demand
for landfill space, along with reduced
greenhouse gas emissions, toxic
and hazardous waste, water and air
pollution.
We actively help our customers and
partners to achieve their sustainability
goals and we have the tools to
help them meet their sustainability
reporting requirements.
We are the only large service provider
offering intensive sorting of building
and demolition waste – with plans to
roll this out beyond Christchurch.
Our Christchurch sorting facility
diverts approximately 8,000 tonnes
of waste each year from landfill, and
we are constantly looking for new
technology and methods to divert or
reduce waste to landfill and transfer
stations, including sorting, shredding,
compaction and bailing.
We are always looking for new ways
to work smarter and some of the best
solutions we’ve identified have resulted
from our customers coming to us with a
waste challenge.
72%
Solid waste
28%
Liquid waste
OUR SERVICES
WASTECO LOCATIONS
* established
post balance date
*
*
18 WASTECO’S SUSTAINABILITY JOURNEY
WasteCo’s sustainability journey
DEVELOPING OUR WASTE
DIVERSION
We are constantly looking for new
ways to reduce the amount of waste
that goes to landfill and to divert
polystyrene, timber, glass and metal
waste to other more valuable or
sustainable uses.
WasteCo is currently New Zealand’s
only diamond-certified Toitū Envirocare
waste solutions provider and we are
proud of our track record of waste
diversion. We work closely with our
customers to ensure they have the
information and resources they need
to reduce their waste and to divert
it from landfill. We also offer waste
management services that help our
customers achieve their sustainability
goals.
GROWING OUR SUSTAINABLE
OUTCOMES
We are committed to growing our
sustainable outcomes by increasing
our landfill diversion rate and offering
additional services to customers;
and we are working with our clients,
employees and stakeholders to make
genuine, collective efforts to protect
the environment and build a more
sustainable future.
Here are some specific examples of
how we are working to protect the
environment:
• Our Christchurch waste sorting
centre plays a major role in waste
diversion and we are considering
opening sort centres in other
locations so more customer waste
can be sorted.
• We work closely with our customers
to ensure they can consider options
for onsite sorting.
• We are working to analyse and
understand our climate impact
so that we can deliver better
environmental and social outcomes.
• We are investing in technology to
help us reduce the amount of waste
that goes into landfill.
• We are forging partnerships with
our customers to enhance waste
diversion.
WasteCo is committed to
protecting the environment
and providing sustainable
waste management solutions
for our customers.
WasteCo is currently New Zealand’s
only diamond-certified Toitū
Envirocare waste solutions provider.
WASTECO GROUP LTD: ANNUAL REPORT 2023 19
20 CASE STUDY: HEB CONSTRUCTION
Case study: HEB Construction
HEB Construction first took WasteCo on
as a road maintenance subcontractor
in the Selwyn District about six years
ago. The five-year contract has since
been renewed and HEB now also
subcontracts WasteCo to provide road
maintenance in the Ashburton District.
Lee Hautler, HEB’s South Island
Regional Manager – Road Maintenance,
says that WasteCo now does all of HEB’s
road sweeping.
“WasteCo is really good to deal with.
They have good gear and good people.
They are likeminded and have the
same values as we do at HEB. They’re
open, real and genuinely care about the
environment,” he says.
Lee describes WasteCo as a trading
partner to HEB, rather than just a
subcontractor.
WasteCo’s Chief Operations Officer
Carl Storm still remembers the low level
of satisfaction Selwyn residents had
with local road maintenance and how
WasteCo was determined to put that
right when it started working with HEB.
“We asked for details of the last 100
calls about road maintenance. It didn’t
take long to find out that 90% of the
calls related to problems with deep
dish drains getting blocked – usually
by leaves. By focusing on the problem
areas, we ended up with far fewer calls
to the council.
“In one Southbridge street there was a
huge tree that, on its own, accounted
for a whole heap of complaints. Once
we identified the problem, we made
sure to deal with the leaves on a
regular basis before they caused drain
problems,” Carl says.
When WasteCo started its contract,
customer satisfaction was running at
85% – which quickly jumped up to 96%
with WasteCo on the job.
“We asked how we could get that to
100% and they said it couldn’t be done.
“We definitely think of them as the
YES team – very approachable and
always looking for innovative ways to
do things.”
WasteCo has impressed
one of New Zealand’s major
infrastructure companies with
its innovation and approach to
getting the job done.
We said we’d work together to achieve
this – and we got to 100% after just
six months.”
Lee Hautler says he’s impressed
with WasteCo’s approach. “At certain
times of the year it becomes hard
to keep up with all the leaves. We’ve
had complaints that road sweepers
have done part of a street and then
disappeared, leaving residents to think
they won’t be back and the job will
be left unfinished. What was actually
happening was that there were so
many leaves that the sweeping trucks
filled up quickly and had to go away to
be emptied. So last year WasteCo put
a gigantic leaf sucker with a shredder
onto a rubbish compactor truck –
which means leaves can be sucked up,
shredded and then compacted. Now the
trucks can go for much longer before
having to be emptied.”
The innovative WasteCo leaf sweepers
hold about five times as much leaf
material as a normal sweeper. This
means more time on the job as well as
greater carbon savings.
“This is what we like about WasteCo.
They think outside the box, and nothing
is a problem. Their view is: “together we
can work that out.” That’s a really good
ethos,” Lee says.
“We definitely think of them as the
YES team – very approachable and
always looking for innovative ways to
do things.”
The prototype leaf sweeper is back
on the job this year and will be joined
by a second model – this time with a
hydraulically driven motor to run the
sucking, shredding and compacting
tasks. This version will be quieter
than the petrol driven prototype, and
will have stronger suction and better
compaction. WasteCo CEO James
Redmayne says he’s not aware of
anyone else doing this in New Zealand.
The innovative WasteCo leaf
sweepers hold about five times
as much leaf material as a
normal sweeper.
WASTECO GROUP LTD: ANNUAL REPORT 2023 21
Crusaders vs Blues
– WasteCo’s popular
sorting station
Financials
FOR THE YEAR ENDED 31 MARCH 2023
22 FINANCIALS
WasteCo Group Limited
(formerly Goodwood Capital Limited)
Consolidated financial statements
For the year ended 31 March 2023
WASTECO GROUP LTD: ANNUAL REPORT 2023 23
WasteCo Group Limited
(formerly Goodwood Capital Limited)
Consolidated financial statements
For the year ended 31 March 2023
24 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff PPrrooffiitt oorr LLoossss aanndd OOtthheerr CCoommpprreehheennssiivvee
IInnccoommee
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
2
Note2023 2022
NZ$000NZ$000
Revenue534,39218,777
Other income698713
Expenses
Employee benefits expenses7.1(15,020)(8,146)
Collection, recycling and waste disposal expenses(6,695)(3,840)
Fleet operating expenses(4,762)(2,579)
Depreciation and amortisation expenses7(4,054)(2,394)
Property expenses(500)(257)
Other expenses7(1,910)(1,445)
Profit from operations1,549829
Reverse acquisition share based payment24(1,239)-
Reverse listing expenses(403)-
Finance costs7.2(2,063)(971)
Loss before income tax(2,156)(142)
Income tax benefit9236138
Loss for the year
(1,920)(4)
Other comprehensive income
Other comprehensive income for the year--
Total comprehensive loss for the year
(1,920)(4)
Earnings/(loss) per share
Basic and diluted loss per share (NZ$)10(0.0034)(0.0000)
WASTECO GROUP LTD: ANNUAL REPORT 2023 25
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff PPrrooffiitt oorr LLoossss aanndd OOt thheerr CCoommpprreehheennssiivvee
IInnccoommee
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
2
Note2023 2022
NZ$000NZ$000
Revenue534,39218,777
Other income698713
Expenses
Employee benefits expenses7.1(15,020)(8,146)
Collection, recycling and waste disposal expenses(6,695)(3,840)
Fleet operating expenses(4,762)(2,579)
Depreciation and amortisation expenses7(4,054)(2,394)
Property expenses(500)(257)
Other expenses7(1,910)(1,445)
Profit from operations1,549829
Reverse acquisition share based payment24(1,239)-
Reverse listing expenses(403)-
Finance costs7.2(2,063)(971)
Loss before income tax(2,156)(142)
Income tax benefit9236138
Loss for the year
(1,920)(4)
Other comprehensive income
Other comprehensive income for the year--
Total comprehensive loss for the year
(1,920)(4)
Earnings/(loss) per share
Basic and diluted loss per share (NZ$)10(0.0034)(0.0000)
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff CChhaannggeess iinn EEqquuiittyy
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
3
Note
Share
capital
Convertible
notes
reserve
Share based
payments
reserve
Retained
earnings
Total equity
NZ$000NZ$000NZ$000NZ$000NZ$000
Balance at 1 April 2021641--1,6082,249
Loss for the year---(4)(4)
Other comprehensive income net of income tax-----
Total comprehensive loss---(4)(4)
Transactions with owners in their capacity as owners
Equity component recognised in convertible notes
reserve
18.1-38--38
Balance at 31 March 202264138-1,6042,283
Balance at 1 April 202264138-1,6042,283
Loss for the year---(1,920)(1,920)
Other comprehensive income net of income tax-----
Total comprehensive loss---(1,920)(1,920)
Transactions with owners in their capacity as owners
Equity component recognised in convertible notes
reserve
18.1-39--39
Shares issued on reverse acquisition191,153---1,153
Shares issued for convertible notes18.1, 194,077(77)--4,000
Shares issued during the year194,000---4,000
Share options issued20, 21--326-326
Share options forfeited20, 21--(22)-(22)
Balance at 31 March 20239,871-304(316)9,859
26 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff FFiinnaanncciiaall PPoossiittiioonn
As at 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
4
These consolidated financial statements were approved by the Board on 30 June 2023.
Signed on behalf of the Board by:
Shane Edmond Roger Gower
Director Director
Note2023 2022
NZ$000NZ$000
ASSETS
Current assets
Cash and cash equivalents
11
873698
Trade receivables and other current assets
12
5,0383,697
Income tax receivable100-
Inventories
13
23072
Total current assets6,2414,467
Non-current assets
Property, plant and equipment1430,85324,532
Right-of-use assets15.15,8635,299
Intangible assets16157147
Total non-current assets36,87329,978
Total assets43,11434,445
LIABILITIES
Current liabilities
Trade and other payables175,2035,527
Lease liabilities15.2711644
Borrowings185,6574,906
Payable for acquisition of business251153,562
Income tax payable-37
Total current liabilities11,68614,676
Non-current liabilities
Deferred tax liabilities9.386324
Lease liabilities15.25,9645,355
Borrowings1815,51911,807
Total non-current liabilities21,56917,486
Total liabilities33,25532,162
Net assets
9,8592,283
EQUITY
Share capital199,871641
Convertible notes reserve18.1-38
Share based payments reserve20304-
Retained earnings(316)1,604
Total equity
9,8592,283
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff CCaasshh FFlloowws s
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5
Note2023 2022
NZ$000NZ$000
Cash flows from operating activities
Receipts from customers
33,29616,979
Government grants received
100206
Payments to suppliers and employees
(29,670)(13,354)
Income tax paid
(139)(87)
Net cash from operating activities
26
3,5873,744
Cash flows from investing activities
Payments for property, plant and equipment
(8,529)(9,276)
Acquisition of businesses
(4,463)(2,831)
Payments for intangible assets
(19)-
Cash received on reverse listing acquisition
2-
Net cash used in investing activities
(13,009)(12,107)
Cash flows from financing activities
Proceeds from issue of share capital
4,000-
Proceeds from borrowings
13,95312,221
Principal repayment of borrowings
(5,644)(2,680)
Interest paid on borrowings
(1,574)(660)
Principal repayment of lease liabilities
(725)(425)
Interest paid on lease liabilities
(413)(311)
Lease incentive received
-300
Net cash from financing activities
9,5978,445
Net increase in cash and cash equivalents17582
Cash and cash equivalents at the beginning of the year698616
Cash and cash equivalents at the end of the year
11
873698
WASTECO GROUP LTD: ANNUAL REPORT 2023 27
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff FFiinnaanncciiaall PPoossiittiioonn
As at 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
4
These consolidated financial statements were approved by the Board on 30 June 2023.
Signed on behalf of the Board by:
Shane Edmond Roger Gower
Director Director
Note2023 2022
NZ$000NZ$000
ASSETS
Current assets
Cash and cash equivalents
11
873698
Trade receivables and other current assets
12
5,0383,697
Income tax receivable100-
Inventories
13
23072
Total current assets6,2414,467
Non-current assets
Property, plant and equipment1430,85324,532
Right-of-use assets15.15,8635,299
Intangible assets16157147
Total non-current assets36,87329,978
Total assets43,11434,445
LIABILITIES
Current liabilities
Trade and other payables175,2035,527
Lease liabilities15.2711644
Borrowings185,6574,906
Payable for acquisition of business251153,562
Income tax payable-37
Total current liabilities11,68614,676
Non-current liabilities
Deferred tax liabilities9.386324
Lease liabilities15.25,9645,355
Borrowings1815,51911,807
Total non-current liabilities21,56917,486
Total liabilities33,25532,162
Net assets
9,8592,283
EQUITY
Share capital199,871641
Convertible notes reserve18.1-38
Share based payments reserve20304-
Retained earnings(316)1,604
Total equity
9,8592,283
WasteCo Group Limited (formerly Goodwood Capital Limited)
CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff CCaasshh FFlloowwss
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5
Note2023 2022
NZ$000NZ$000
Cash flows from operating activities
Receipts from customers
33,29616,979
Government grants received
100206
Payments to suppliers and employees
(29,670)(13,354)
Income tax paid
(139)(87)
Net cash from operating activities
26
3,5873,744
Cash flows from investing activities
Payments for property, plant and equipment
(8,529)(9,276)
Acquisition of businesses
(4,463)(2,831)
Payments for intangible assets
(19)-
Cash received on reverse listing acquisition
2-
Net cash used in investing activities
(13,009)(12,107)
Cash flows from financing activities
Proceeds from issue of share capital
4,000-
Proceeds from borrowings
13,95312,221
Principal repayment of borrowings
(5,644)(2,680)
Interest paid on borrowings
(1,574)(660)
Principal repayment of lease liabilities
(725)(425)
Interest paid on lease liabilities
(413)(311)
Lease incentive received
-300
Net cash from financing activities
9,5978,445
Net increase in cash and cash equivalents17582
Cash and cash equivalents at the beginning of the year698616
Cash and cash equivalents at the end of the year
11
873698
28 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
6
11.. GGeenneerraall iinnffoorrmmaattiioonn
WasteCo Group Limited (formerly Goodwood Capital Limited) (‘WasteCo’ or ‘the Company’) and its
subsidiaries (together ‘the Group’) are limited liability companies, incorporated under the Companies Act
1993 and domiciled in New Zealand. The Group was formed by a reverse acquisition on 5 December
2022 of WasteCo Group Limited and WasteCo Holdings NZ Limited (‘WasteCo Holdings’) (refer note 2.3).
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services. WasteCo is a holding company for the Group. Details of subsidiary companies and their
principal activities are set out in note 22.
The address of the Company’s registered office is 421 Blenheim Road, Christchurch.
The Company’s name change occurred on 5 December 2022.
22.. SSiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess
The following are the significant accounting policies adopted by the Group in the preparation and
presentation of the consolidated financial statements. There have been no changes in accounting
policies since the previous year end unless otherwise stated.
2.1 Statement of compliance and reporting framework
The consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’), International Financial Reporting Standards
(‘IFRS’),
and other applicable New Zealand Financial Reporting Standards as appropriate for for-profit
entities. The Group is a Tier 1 for-profit entity in accordance with XRB A1 Application of the Accounting
Standards Framework.
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company is
listed on the NZX Main Board ("NZX"). These consolidated financial statements have been prepared in
accordance with the requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board
Listing Rules.
2.2 Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis apart from those
items measured at fair value as described below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
The consolidated financial statements are presented in New Zealand dollars which is the Group’s
functional and presentation currency, rounded to the nearest thousand dollars unless otherwise stated.
The comparative information shown within these consolidated financial statements is that of WasteCo
Holdings, the primary subsidiary, for the period 1 April 2021 to 31 March 2022 as WasteCo Holdings
Limited was determined to be the accounting acquirer in the reverse acquisition on 5 December 2022
(refer note 2.3). Comparative information in the consolidated financial statements has been adjusted in
order to be consistent with the presentation of the current period. These adjustments are limited to
classification and disclosure and had no significant net impact on total assets, total equity, profit or cash
flow classification.
WASTECO GROUP LTD: ANNUAL REPORT 2023 29
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
6
11.. GGeenneerraall iinnffoor rmmaattiioonn
WasteCo Group Limited (formerly Goodwood Capital Limited) (‘WasteCo’ or ‘the Company’) and its
subsidiaries (together ‘the Group’) are limited liability companies, incorporated under the Companies Act
1993 and domiciled in New Zealand. The Group was formed by a reverse acquisition on 5 December
2022 of WasteCo Group Limited and WasteCo Holdings NZ Limited (‘WasteCo Holdings’) (refer note 2.3).
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services. WasteCo is a holding company for the Group. Details of subsidiary companies and their
principal activities are set out in note 22.
The address of the Company’s registered office is 421 Blenheim Road, Christchurch.
The Company’s name change occurred on 5 December 2022.
22.. SSi iggnniiffi iccaanntt aaccccoouunnttiinngg ppool liicciieess
The following are the significant accounting policies adopted by the Group in the preparation and
presentation of the consolidated financial statements. There have been no changes in accounting
policies since the previous year end unless otherwise stated.
2.1 Statement of compliance and reporting framework
The consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’), International Financial Reporting Standards
(‘IFRS’),
and other applicable New Zealand Financial Reporting Standards as appropriate for for-profit
entities. The Group is a Tier 1 for-profit entity in accordance with XRB A1 Application of the Accounting
Standards Framework.
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company is
listed on the NZX Main Board ("NZX"). These consolidated financial statements have been prepared in
accordance with the requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board
Listing Rules.
2.2 Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis apart from those
items measured at fair value as described below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
The consolidated financial statements are presented in New Zealand dollars which is the Group’s
functional and presentation currency, rounded to the nearest thousand dollars unless otherwise stated.
The comparative information shown within these consolidated financial statements is that of WasteCo
Holdings, the primary subsidiary, for the period 1 April 2021 to 31 March 2022 as WasteCo Holdings
Limited was determined to be the accounting acquirer in the reverse acquisition on 5 December 2022
(refer note 2.3). Comparative information in the consolidated financial statements has been adjusted in
order to be consistent with the presentation of the current period. These adjustments are limited to
classification and disclosure and had no significant net impact on total assets, total equity, profit or cash
flow classification.
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
7
2.3 Reverse acquisition
On 5 December 2022 the Company entered into a reverse acquisition in which the Company acquired
100% of the shares of the already operating WasteCo Holdings and its subsidiaries for $29.2 million. The
purchase price was satisfied by the issue of:
1. 504 million fully paid ordinary shares at an issue price of $0.05 per share to the WasteCo Holdings
shareholders, and
2. 80 million fully paid ordinary shares at an issue price of $0.05 per share to the holders of $4 million
mandatory convertible notes previously issued by WasteCo Holdings.
The reverse acquisition does not represent a business combination in accordance with NZ IFRS 3 Business
Combinations because WasteCo did not constitute ‘a business’, as it was a listed non-operating entity.
The Board of Directors have therefore accounted for the reverse acquisition as a share-based payment
transaction, as an issue of shares, in accordance with NZ IFRS 2 Share-based Payments.
The appropriate accounting treatment for recognising the new group structure is to treat WasteCo
Holdings as the accounting acquirer of the Company. The consolidated financial statements prepared
following the reverse acquisition are issued under the name of the legal parent and accounting acquiree,
WasteCo, but describe the continuation of the consolidated financial statements of the legal subsidiary
and accounting acquirer, WasteCo Holdings, with the following exception; details of the equity structure
(that is, the number and type of ordinary shares issued) shown in note 19 (including the comparative
information) reflect the equity structure of the legal parent WasteCo.
Therefore, the consolidated financial statements for the year ended 31 March 2023, reflect the 12
months of trading of the WasteCo Holdings group, and include the financial performance and financial
position of WasteCo from the date of its acquisition on 5 December 2022. The comparative information
presented in the consolidated financial statements represents the financial performance and financial
position of the WasteCo Holdings group.
Refer to note 4.1 for critical estimates and judgements involved in the reverse acquisition.
2.4 Going concern
The Directors have, at the time of approving the consolidated financial statements, a reasonable
expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. They have therefore continued to adopt the going concern basis of accounting in
preparing the consolidated financial statements.
2.5 Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group's accounting policies.
All intragroup assets, liabilities, equity, income, expenses, and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
30 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
8
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred
in a business combination is measured at fair value, which is calculated as the sum of the acquisition-
date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interests issued by the Group in exchange for control of the
acquiree. Acquisition related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at
their fair value at the acquisition date, except that deferred tax assets or liabilities, and liabilities related
to employee benefit arrangements, are recognised and measured in accordance with NZ IAS 12 Income
Taxes and NZ IAS 19 Employee Benefits respectively.
Goodwill is measured as the excess of the sum of the consideration transferred over the net of the
acquisition‑date amounts of the identifiable assets acquired, and the liabilities assumed. If, after
reassessment, the net of the acquisition‑date amounts of the identifiable assets acquired and liabilities
assumed exceeds the sum of the consideration transferred, the excess is recognised immediately in
profit or loss as a bargain purchase gain.
If the initial accounting for a business combination is incomplete by the end of the reporting period in
which the combination occurs, the Group reports provisional amounts for the items for which the
accounting is incomplete. Those provisional amounts are adjusted during the measurement period or
additional assets or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that, if known, would have affected the amounts
recognised as of that date. Measurement period adjustments are adjustments that arise from additional
information obtained during the ‘measurement period’ (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
Refer to note 2.3 in relation to the basis of preparation due to the reverse acquisition transaction
and
note 4.1 for critical estimates and judgements involved in the transaction.
2.6 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Board of
Directors.
2.7 Revenue recognition
The Group derives revenue from the following major sources:
• Waste collection, recycling, and disposal services;
• Sweeping services; and
• Industrial cleaning services.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties, such as goods and service tax
and customs duties.
Waste collection, recycling, and disposal services
The Group provides waste collection,
recycling, and disposal services via front load bins, hook bins, skip
bins and wheelie bins from both commercial and private customers. Recycling services include a
dedicated sorting facility with a focus on diversion from landfill.
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
9
Revenue from collection and disposal of waste is recognised when the performance obligation to the
customer has been fulfilled, which is generally when the waste has been collected from the customer.
Costs to dispose of the waste are generally incurred at, or close to, the time of collection.
Revenue from the sale of recycled materials is recognised when control of the goods has transferred,
being when the goods have been shipped to the customer’s specific location or when the customer
collects the goods.
Sweeping services
The Group provides sweeping services for Councils and commercial customers. Contracts for the
provision of sweeping services to Councils are usually for ongoing sweeping over multi-year periods.
Revenue from sweeping services provided to Councils are recognised over time as the services are
performed. Revenue from sweeping services provided to commercial customers is recognised when the
performance obligation to the customer has been fulfilled, which is generally when the sweeping service
has been provided.
Industrial cleaning services
The Group provides industrial scrubbing, high pressure water blasting, urgent spill response services,
port-a-loo hire and collection, and septic tank cleaning. Revenue from industrial cleaning services is
recognised when the performance obligation to the customer has been performed, which is generally
when the cleaning services have been performed, or in the case of port-a-loos, when the regular cleaning
and waste collection has been completed.
2.8 Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply
with the conditions attached to them and that the grants will be received. Government grants are
recognised in profit or loss over the period necessary to match them with the costs that they are
intended to compensate.
2.9 Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to that asset's net carrying amount on initial recognition.
2.10 Borrowing costs
Borrowing costs include interest expense calculated using the effective interest method and finance
charges in respect of lease arrangements. Borrowing costs are expensed as incurred.
2.11 Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before
tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of
income or expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
WASTECO GROUP LTD: ANNUAL REPORT 2023 31
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
9
Revenue from collection and disposal of waste is recognised when the performance obligation to the
customer has been fulfilled, which is generally when the waste has been collected from the customer.
Costs to dispose of the waste are generally incurred at, or close to, the time of collection.
Revenue from the sale of recycled materials is recognised when control of the goods has transferred,
being when the goods have been shipped to the customer’s specific location or when the customer
collects the goods.
Sweeping services
The Group provides sweeping services for Councils and commercial customers. Contracts for the
provision of sweeping services to Councils are usually for ongoing sweeping over multi-year periods.
Revenue from sweeping services provided to Councils are recognised over time as the services are
performed. Revenue from sweeping services provided to commercial customers is recognised when the
performance obligation to the customer has been fulfilled, which is generally when the sweeping service
has been provided.
Industrial cleaning services
The Group provides industrial scrubbing, high pressure water blasting, urgent spill response services,
port-a-loo hire and collection, and septic tank cleaning. Revenue from industrial cleaning services is
recognised when the performance obligation to the customer has been performed, which is generally
when the cleaning services have been performed, or in the case of port-a-loos, when the regular cleaning
and waste collection has been completed.
2.8 Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply
with the conditions attached to them and that the grants will be received. Government grants are
recognised in profit or loss over the period necessary to match them with the costs that they are
intended to compensate.
2.9 Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to that asset's net carrying amount on initial recognition.
2.10 Borrowing costs
Borrowing costs include interest expense calculated using the effective interest method and finance
charges in respect of lease arrangements. Borrowing costs are expensed as incurred.
2.11 Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before
tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of
income or expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
32 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
10
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax
assets are recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised.
Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the
initial recognition (other than in a business combination) of assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
2.12 Goods and services tax
Revenue, expenses, assets, and liabilities are recognised net of the amount of goods and services tax
(GST) except:
• where the amount of GST incurred is not recovered from the Inland Revenue Department, it is
recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
The net amount of GST recoverable or payable to the Inland Revenue Department is included as part of
receivables or payables.
2.13 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and,
where applicable, costs that have been incurred in bringing the inventories to their present location and
condition. Costs of inventories are determined on a first-in-first-out basis. Net realisable value represents
the estimated selling price for inventories less all estimated costs of completion and costs necessary to
make the sale.
2.14 Property, plant and equipment
Each class of property, plant and equipment is measured at historical cost less accumulated depreciation
and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to
the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable the future economic benefits associated with the item will flow to
the Group and the costs of the item can be measured reliably. The carrying amounts of any component
accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are
charged to profit or loss in the reporting period in which they are incurred.
Depreciation is recognised so as to write off the cost of assets less their residual values, over their useful
lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of
each reporting period.
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
11
The following depreciation rates are applied:
Class of asset Depreciation Depreciation
rates basis
Plant and equipment 5% - 25% Straight line
10% - 67% Diminishing value
Vehicles 7% - 15% Straight line
13% - 30% Diminishing value
Office equipment 16% - 50% Diminishing value
Leasehold improvements 10% Diminishing value
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the
disposal or retirement of an item of property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
2.15 Intangible assets
Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is recognised on a diminishing value basis over their
estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
The following amortisation rates are applied:
Class of asset Depreciation Depreciation
rates basis
Computer software 50% Diminishing value
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment
annually and reviewed at each balance date to determine whether there is any objective evidence of
impairment.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the
difference between
the net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
2.16 Leases
The Group assess whether a contract is or contains a lease, at inception of the contract. The Group
recognises a right-of -use asset and a corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or
less) and lease of low value assets. For these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the lease unless another systematic basis is
more representative of the time pattern in which economic benefit from the leased assets are
consumed.
The lease liability is initially measured at the present value of the future lease payments, discounted by
using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
WASTECO GROUP LTD: ANNUAL REPORT 2023 33
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
11
The following depreciation rates are applied:
Class of asset Depreciation Depreciation
rates basis
Plant and equipment 5% - 25% Straight line
10% - 67% Diminishing value
Vehicles 7% - 15% Straight line
13% - 30% Diminishing value
Office equipment 16% - 50% Diminishing value
Leasehold improvements 10% Diminishing value
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the
disposal or retirement of an item of property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
2.15 Intangible assets
Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is recognised on a diminishing value basis over their
estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
The following amortisation rates are applied:
Class of asset Depreciation Depreciation
rates basis
Computer software 50% Diminishing value
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment
annually and reviewed at each balance date to determine whether there is any objective evidence of
impairment.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the
difference between
the net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
2.16 Leases
The Group assess whether a contract is or contains a lease, at inception of the contract. The Group
recognises a right-of -use asset and a corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or
less) and lease of low value assets. For these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the lease unless another systematic basis is
more representative of the time pattern in which economic benefit from the leased assets are
consumed.
The lease liability is initially measured at the present value of the future lease payments, discounted by
using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
34 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
12
incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the
using the effective interest method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate or if the Group changes its assessment of whether it will
exercise a purchase, extension of termination option, with a corresponding adjustment made to the
carrying value of the right-of -use asset.
The right-of -use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement date and any initial direct costs and restoration costs.
They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of -
use assets are depreciated over the shorter period of lease term and the useful life of the underlying
asset. The depreciation starts at the commencement date of the lease.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
2.17 Short‑term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave
and sick leave in the period the related service is rendered at the undiscounted amount of the benefits
expected to be paid in exchange for that service.
2.18 Financial instruments
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position
when the Group becomes a party to the contractual provisions of the instruments.
2.19 Financial assets
Financial assets are measured at amortised cost on the basis of the Group’s business model for managing
financial assets and the contractual cash flow characteristics of the financial assets.
Financial assets at amortised cost
The Group’s financial assets at amortised cost include cash and cash equivalents, and trade and other
receivables. Cash and cash equivalents include cash in hand and deposits held at call with banks.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Group recognises lifetime expected credit losses for trade receivables. The expected credit losses on
these financial assets are estimated using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group
retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds
received.
WASTECO GROUP LTD: ANNUAL REPORT 2023 35
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
12
incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the
using the effective interest method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate or if the Group changes its assessment of whether it will
exercise a purchase, extension of termination option, with a corresponding adjustment made to the
carrying value of the right-of -use asset.
The right-of -use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement date and any initial direct costs and restoration costs.
They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of -
use assets are depreciated over the shorter period of lease term and the useful life of the underlying
asset. The depreciation starts at the commencement date of the lease.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
2.17 Short‑term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave
and sick leave in the period the related service is rendered at the undiscounted amount of the benefits
expected to be paid in exchange for that service.
2.18 Financial instruments
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position
when the Group becomes a party to the contractual provisions of the instruments.
2.19 Financial assets
Financial assets are measured at amortised cost on the basis of the Group’s business model for managing
financial assets and the contractual cash flow characteristics of the financial assets.
Financial assets at amortised cost
The Group’s financial assets at amortised cost include cash and cash equivalents, and trade and other
receivables. Cash and cash equivalents include cash in hand and deposits held at call with banks.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Group recognises lifetime expected credit losses for trade receivables. The expected credit losses on
these financial assets are estimated using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group
retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds
received.
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
13
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
2.20 Financial liabilities
Financial liabilities (including trade and other payables, borrowings and lease liabilities) are measured at
amortised cost using the effective interest method.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or have expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.
Convertible notes
The compound financial instruments issued by the Group comprise convertible notes.
The component parts of convertible loan notes issued by the Group are classified separately as financial
liabilities and equity in accordance with the substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument. An equity instrument is any contract that
evidences a residual interest in the assets of an entity after deducting all of its liabilities. A conversion
option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed
number of the Company’s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market
interest rate for a similar non‑convertible instrument. This amount is recorded as a liability on an
amortised cost basis using the effective interest method until extinguished upon conversion or at the
instrument’s maturity date.
The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognised and included
in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion
option classified as equity will remain in equity until the conversion option is exercised, in which case,
the balance recognised in equity will be transferred to share capital. Where the conversion option
remains unexercised at the maturity date of the convertible loan note, the balance recognised in equity
will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or
expiration of the conversion option.
Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and
equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to
the equity component are recognised directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component and are amortised over the
lives of the convertible loan notes using the effective interest method.
2.21 Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions where items are re-measured.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date.
Exchange differences on monetary items are recognised in the profit or loss in the period in which they
arise.
36 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
14
2.22 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds.
2.23 Share based payment transactions
The fair value of share options issued to directors and employees is determined at the grant date and is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the share
options that will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Group revises its estimate of the number of share options
expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss
such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
share-based payments reserve.
The share-based payment for the acquisition of WasteCo was valued at the date of the reverse
acquisition with reference to the fair value of equity instruments issued by the Company. The share-
based payment has been expensed (refer note 2.3).
33.. AApppplliiccaattiioonn ooff nneeww aanndd rreevviisseedd NNeeww ZZeeaallaanndd IInntteerrnnaattiioonnaall FFiinnaanncciiaall RReeppoorrttiinngg
SSttaannddaarrddss ((NNZZ IIFFRRSSss))
3.1 New and amended standards and interpretations
The Group has not early adopted any standards, interpretations or amendments that have been issued
but are not yet effective. Early adoption of these new standards, interpretations or amendments would
not have had a material impact on the financial result or financial position of the Group.
44.. CCrriittiiccaall aaccccoouunnttiinngg eessttiimmaatteess aanndd jjuuddggeemmeennttss
In the application of the Group’s accounting policies, which are described in note 2, the directors of the
Group are required to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods. Below are the critical accounting judgements.
4.1 Reverse acquisition
On 5 December 2022 the Company was acquired by WasteCo Holdings through a reverse acquisition.
96.05% of the shares of the Company were acquired in exchange for 100% of the shares in WasteCo
Holdings.
The key judgements involved in the reverse acquisition include the following:
The Group determined that WasteCo did not constitute ‘a business’, as it was a listed non-operating
entity. Therefore, the reverse listing transaction was not considered a business combination within the
scope of NZ IFRS 3. The Board of Directors have therefore accounted for the reverse acquisition as a
share-based payment transaction in accordance with NZ IFRS 2 Share-based Payments.
WASTECO GROUP LTD: ANNUAL REPORT 2023 37
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
14
2.22 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds.
2.23 Share based payment transactions
The fair value of share options issued to directors and employees is determined at the grant date and is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the share
options that will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Group revises its estimate of the number of share options
expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss
such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
share-based payments reserve.
The share-based payment for the acquisition of WasteCo was valued at the date of the reverse
acquisition with reference to the fair value of equity instruments issued by the Company. The share-
based payment has been expensed (refer note 2.3).
33.. AApppplliiccaattiioonn oof f nneeww aanndd rreevviisseedd NNeeww ZZeeaallaanndd IInntteerrnnaattiioonnaall FFiinnaanncciiaall RReeppoor rttiinngg
SSt taannddaarrddss ((NNZZ IIFFRRSSss))
3.1 New and amended standards and interpretations
The Group has not early adopted any standards, interpretations or amendments that have been issued
but are not yet effective. Early adoption of these new standards, interpretations or amendments would
not have had a material impact on the financial result or financial position of the Group.
44.. CCrriittiiccaall aaccccoouunnttiinngg eessttiimmaatteess aanndd jjuuddggeemmeennttss
In the application of the Group’s accounting policies, which are described in note 2, the directors of the
Group are required to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods. Below are the critical accounting judgements.
4.1 Reverse acquisition
On 5 December 2022 the Company was acquired by WasteCo Holdings through a reverse acquisition.
96.05% of the shares of the Company were acquired in exchange for 100% of the shares in WasteCo
Holdings.
The key judgements involved in the reverse acquisition include the following:
The Group determined that WasteCo did not constitute ‘a business’, as it was a listed non-operating
entity. Therefore, the reverse listing transaction was not considered a business combination within the
scope of NZ IFRS 3. The Board of Directors have therefore accounted for the reverse acquisition as a
share-based payment transaction in accordance with NZ IFRS 2 Share-based Payments.
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
15
The Board of Directors has determined the fair value of the shares issued to the existing shareholders of
WasteCo to be $1.15 million (refer note 24) based upon a market value per share of $0.05. This value per
share was determined by reference to the price per share issued on the conversion of convertible notes
as part of the reverse acquisition and a capital raise which occurred immediately after the shareholders’
approval of the reverse acquisition.
The fair value of WasteCo’s net assets, at the date of transaction, involved limited judgement and
estimate by the Group, as it consisted materially of cash, receivables and payables, as disclosed in note
24.
4.2 Impairment of non-financial assets
All assets are assessed for impairment at each reporting date by evaluating whether indicators of
impairment exist in relation to the continued use of the asset by the Group. Impairment triggers include
technology changes, adverse changes in the economic or political environment and future product
expectations. If an indicator of impairment exists, the recoverable amount of the asset is determined.
4.3 Calculation of expected credit loss allowance
When measuring expected credit losses ('ECL') the Group uses reasonable and supportable forward-
looking information, which is based on assumptions for future movement of different economic drivers
and how these drivers will affect each other.
Management specifically reviews its financial assets measured at amortised cost and analyses historical
bad debts, customer concentrations, customer credit worthiness, current economic trends and changes
in the customer payment terms when making a judgement to evaluate the adequacy of the expected
credit loss allowance.
4.4 Determining the lease term and incremental borrowing rate
In determining the lease term, judgement is required in determining whether it is reasonably certain that
an extension option will be exercised. The Group considers all relevant factors that create an economic
incentive for it to exercise the extension. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise or not to exercise the option to extend (refer note 15). The Group included the
extension period as part of the lease term for leases of premises.
Lease liabilities are measured by discounting the lease payments using the interest rate implicit in the
lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right of use asset in a similar economic environment with similar terms, security, and
conditions. To determine the incremental borrowing rate, the Group uses recent third-party financing
received as a starting point, adjusted to reflect any changes in financing conditions since the third-party
financing was received.
4.5 Determining fair values on acquisition
During the reporting period the Group made several business acquisitions (refer note 25). At acquisition
date the identifiable assets acquired, and the liabilities assumed, are recognised at their fair value.
Judgement is required in determining fair value of the assets acquired. The fair value of assets acquired is
determined by reference to market prices for similar items. For larger acquisitions independent valuers
were engaged to determine fair value.
38 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
16
4.6 Share options
The directors used judgement in determining the fair value of the share options. Share options were
independently valued using the Black-Scholes model to estimate fair value at grant date. The expected
volatility in the measure of fair value has been based on the observed volatility levels of movements in
WasteCo’s share price from 5 December 2022 up to 17 May 2023 and for overseas comparable
companies, as a proxy of the Company's future volatility. The Company did not have three years’ trading
history at the valuation date to provide a three-year historical volatility to support the share option
valuation (refer note 21).
55.. RReevveennuuee
The details above disaggregate the Group's revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
66.. OOtthheerr iinnccoommee
Government grants
Government grants primarily relate to the New Zealand COVID-19 wage subsidy and a grant from the
Ministry for the Environment. There are no unfulfilled conditions or other contingencies attached to
these grants.
2023 2022
NZ$000NZ$000
Revenue from waste collection, recycling and disposal services 19,99510,025
Revenue from sweeping services8,2144,002
Revenue from industrial cleaning services 6,1834,750
Total revenue from contracts with customers34,39218,777
2023 2022
NZ$000NZ$000
Covid-19 wage subsidy52106
Outsourced labour income298
Interest income17-
Ministry for the Environment grant-250
Gain on business acquisition-349
98713
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
17
77.. EExxppeennsseess
The profit or loss for the year includes the following expenses:
7.1 Employee benefit expenses
7.2 Finance costs
88.. SSeeggmmeenntt iinnffoor rmmaattiioonn
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services. All of these collection and disposal services are provided in New Zealand.
The Group has identified its operating segments based on the internal reports reviewed and used by the
Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
The Group has provided only a measure of profit and loss for each reportable segment as the CODM is
not provided with total assets and liabilities for each segment when assessing the Group’s performance
and allocating resources.
2023 2022
NZ$000NZ$000
Expenses relating to short term leases(161)(92)
Net foreign currency gains/(losses)5(4)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment (note 14)(3,208)(1,851)
Depreciation of right of use assets (note 15.1)(837)(533)
Amortisation of intangible assets (note 16)(9)(10)
(4,054)(2,394)
Fees paid to the auditor
For the current year audit of the consolidated financial statements(110)(68)
2023 2022
NZ$000NZ$000
Salary and wages(14,394)(7,983)
Employer Kiwisaver contributions(366)(163)
Share based payments (refer note 20)(260)-
(15,020)(8,146)
2023 2022
NZ$000NZ$000
Interest on asset finance borrowings(1,369)(660)
Interest on lease liabilities(413)(311)
Interest on convertible notes(256)-
Interest on shareholder loans(25)-
(2,063)(971)
WASTECO GROUP LTD: ANNUAL REPORT 2023 39
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
16
4.6 Share options
The directors used judgement in determining the fair value of the share options. Share options were
independently valued using the Black-Scholes model to estimate fair value at grant date. The expected
volatility in the measure of fair value has been based on the observed volatility levels of movements in
WasteCo’s share price from 5 December 2022 up to 17 May 2023 and for overseas comparable
companies, as a proxy of the Company's future volatility. The Company did not have three years’ trading
history at the valuation date to provide a three-year historical volatility to support the share option
valuation (refer note 21).
55.. RReevveennuuee
The details above disaggregate the Group's revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
66.. OOtthheerr iinnccoommee
Government grants
Government grants primarily relate to the New Zealand COVID-19 wage subsidy and a grant from the
Ministry for the Environment. There are no unfulfilled conditions or other contingencies attached to
these grants.
2023 2022
NZ$000NZ$000
Revenue from waste collection, recycling and disposal services 19,99510,025
Revenue from sweeping services8,2144,002
Revenue from industrial cleaning services 6,1834,750
Total revenue from contracts with customers34,39218,777
2023 2022
NZ$000NZ$000
Covid-19 wage subsidy52106
Outsourced labour income298
Interest income17-
Ministry for the Environment grant-250
Gain on business acquisition-349
98713
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
17
77.. EExxppeennsseess
The profit or loss for the year includes the following expenses:
7.1 Employee benefit expenses
7.2 Finance costs
88.. SSeeggmmeenntt iinnffoorrmmaattiioonn
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services. All of these collection and disposal services are provided in New Zealand.
The Group has identified its operating segments based on the internal reports reviewed and used by the
Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
The Group has provided only a measure of profit and loss for each reportable segment as the CODM is
not provided with total assets and liabilities for each segment when assessing the Group’s performance
and allocating resources.
2023 2022
NZ$000NZ$000
Expenses relating to short term leases(161)(92)
Net foreign currency gains/(losses)5(4)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment (note 14)(3,208)(1,851)
Depreciation of right of use assets (note 15.1)(837)(533)
Amortisation of intangible assets (note 16)(9)(10)
(4,054)(2,394)
Fees paid to the auditor
For the current year audit of the consolidated financial statements(110)(68)
2023 2022
NZ$000NZ$000
Salary and wages(14,394)(7,983)
Employer Kiwisaver contributions(366)(163)
Share based payments (refer note 20)(260)-
(15,020)(8,146)
2023 2022
NZ$000NZ$000
Interest on asset finance borrowings(1,369)(660)
Interest on lease liabilities(413)(311)
Interest on convertible notes(256)-
Interest on shareholder loans(25)-
(2,063)(971)
40 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
18
8.1 Information about major customers
For the year ended 31 March 2023 there was one customer who individually accounted for more than
10% of the Group's total sales (31 March 2022: nil customers). Sales to this customer totalled $3.61
million. The customer purchased sweeping services.
99.. TTaaxxaattiioonn
9.1 Income tax expense
The analysis of income tax expense is as follows:
WasteSweepingIndustrialCorporate / Total
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue19,9958,2146,183-34,392
Operating EBITDA3,5441,5541,450(962)5,586
Finance income---1717
Finance costs---(2,063)(2,063)
Depreciation and amortisation(1,843)(611)(662)(938)(4,054)
Reverse acquisition - share based
payment
---(1,239)(1,239)
Reverse listing expenses---(403)(403)
Net profit/(loss) before taxation1,701943788(5,588)(2,156)
Income tax benefit---236236
Net profit/(loss) for the year1,701943788(5,352)(1,920)
2023
WasteSweepingIndustrialCorporate / Total
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue10,0254,0024,750-18,777
Operating EBITDA1,5136561,009453,223
Finance costs---(971)(971)
Depreciation and amortisation(1,141)(480)(360)(413)(2,394)
Net profit/(loss) before taxation372176649(1,339)(142)
Income tax benefit---138138
Net profit/(loss) for the year372176649(1,201)(4)
2022
2023 2022
NZ$000NZ$000
Current tax on losses for the year213
Deferred tax movement in the current year(190)(151)
Adjustment for prior years(48)-
Total deferred tax benefit(238)(151)
Total income tax benefit recognised in the current year(236)(138)
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
19
9.2 Reconciliation of income tax expense
The charge for the year can be reconciled to the loss before tax as follows:
9.3 Deferred tax
9.4 Imputation credits
2023 2022
NZ$000NZ$000
Profit/(loss) before income tax(2,156)(142)
Prima facie tax at 28% (2022: 28%)(604)(40)
Non-deductible expenses416(98)
Adjustment recognised in the current year in relation to prior years(48)-
Income tax (benefit)/expense(236)(138)
NZ$000NZ$000NZ$000
2023
Deferred tax assets/(liabilities) in relation to:
Provisions11 10
21
Accrued expenses149 28 177
Property, plant & equipment(1,109) (869) (1,978)
Right-of-use assets316 234 550
Lease liabilities(120) (203) (323)
Share options- 85 85
Tax losses429 953 1,382
(324) 238 (86)
Opening
balance
Recognised in
profit or loss
Closing
balance
NZ$000NZ$000NZ$000
2022
Deferred tax assets/(liabilities) in relation to:
Provisions11 - 11
Accrued expenses78 71 149
Property, plant & equipment(649) (460) (1,109)
Right-of-use assets175 141 316
Lease liabilities(90) (30) (120)
Tax losses- 429 429
(475) 151 (324)
Opening
balance
Recognised in
profit or loss
Closing
balance
2023 2022
NZ$000NZ$000
Imputation credits available for use in subsequent periods22890
WASTECO GROUP LTD: ANNUAL REPORT 2023 41
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
18
8.1 Information about major customers
For the year ended 31 March 2023 there was one customer who individually accounted for more than
10% of the Group's total sales (31 March 2022: nil customers). Sales to this customer totalled $3.61
million. The customer purchased sweeping services.
99.. TTaaxxaattiioonn
9.1 Income tax expense
The analysis of income tax expense is as follows:
WasteSweepingIndustrialCorporate / Total
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue19,9958,2146,183-34,392
Operating EBITDA3,5441,5541,450(962)5,586
Finance income---1717
Finance costs---(2,063)(2,063)
Depreciation and amortisation(1,843)(611)(662)(938)(4,054)
Reverse acquisition - share based
payment
---(1,239)(1,239)
Reverse listing expenses---(403)(403)
Net profit/(loss) before taxation1,701943788(5,588)(2,156)
Income tax benefit---236236
Net profit/(loss) for the year1,701943788(5,352)(1,920)
2023
WasteSweepingIndustrialCorporate / Total
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue10,0254,0024,750-18,777
Operating EBITDA1,5136561,009453,223
Finance costs---(971)(971)
Depreciation and amortisation(1,141)(480)(360)(413)(2,394)
Net profit/(loss) before taxation372176649(1,339)(142)
Income tax benefit---138138
Net profit/(loss) for the year372176649(1,201)(4)
2022
2023 2022
NZ$000NZ$000
Current tax on losses for the year213
Deferred tax movement in the current year(190)(151)
Adjustment for prior years(48)-
Total deferred tax benefit(238)(151)
Total income tax benefit recognised in the current year(236)(138)
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
19
9.2 Reconciliation of income tax expense
The charge for the year can be reconciled to the loss before tax as follows:
9.3 Deferred tax
9.4 Imputation credits
2023 2022
NZ$000NZ$000
Profit/(loss) before income tax(2,156)(142)
Prima facie tax at 28% (2022: 28%)(604)(40)
Non-deductible expenses416(98)
Adjustment recognised in the current year in relation to prior years(48)-
Income tax (benefit)/expense(236)(138)
NZ$000NZ$000NZ$000
2023
Deferred tax assets/(liabilities) in relation to:
Provisions11 10
21
Accrued expenses149 28 177
Property, plant & equipment(1,109) (869) (1,978)
Right-of-use assets316 234 550
Lease liabilities(120) (203) (323)
Share options- 85 85
Tax losses429 953 1,382
(324) 238 (86)
Opening
balance
Recognised in
profit or loss
Closing
balance
NZ$000NZ$000NZ$000
2022
Deferred tax assets/(liabilities) in relation to:
Provisions11 - 11
Accrued expenses78 71 149
Property, plant & equipment(649) (460) (1,109)
Right-of-use assets175 141 316
Lease liabilities(90) (30) (120)
Tax losses- 429 429
(475) 151 (324)
Opening
balance
Recognised in
profit or loss
Closing
balance
2023 2022
NZ$000NZ$000
Imputation credits available for use in subsequent periods22890
42 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
20
1100.. EEaarrnniinnggss//((lloossss)) ppeerr sshhaarree
The loss and weighted average number of ordinary shares used in the calculation of earnings per share
are as follows:
The 21.3 million share options on issue at the reporting date were not considered to be dilutive due to
the Group’s net loss for the year (2022: none).
During the period from March 2022 to November 2022 the Group issued $4 million in mandatory
convertible notes (refer note 18.1). These notes are not considered to be dilutive as their share price for
conversion of $0.05 was higher than the average market price of the Company’s shares during the period
from their issue to their conversion, and also due to the Group’s loss.
The weighted average number of ordinary shares 2022 comparative has been adjusted for the exchange
ratio established in the reverse acquisition agreement.
1111.. CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss
Cash and cash equivalents include cash at the bank. In 2022 cash and cash equivalents included $562,000
held on trust by the Group’s solicitor.
The Group has a $650,000 overdraft facility available. No funds had been drawn down from this facility
at the reporting date. The Group did not have an overdraft facility in 2022.
1122.. TTrraaddee rreecceeiivvaabblleess aanndd ootthheerr ccuurrrreenntt aasssseettss
2023 2022
Basic and diluted earnings/(loss) per share (NZ$)(0.0034)(0.0000)
(1,920)(4)
562,637504,000
Weighted average number of ordinary shares used in the calculation of
basic and basic loss per share ('000)
Loss from continuing operations (NZ$000)
2023 2022
NZ$000NZ$000
Cash at bank873136
Funds held in trust-562
873698
2023 2022
NZ$000NZ$000
Trade receivables from contracts with customers4,2223,307
Other receivables272122
GST receivable-29
Prepayments536233
Related party receivable (refer note 28)86
Total trade and other receivables5,0383,697
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
21
The standard credit terms on sales are 30 days. No interest is charged on outstanding trade receivables.
Due to the short-term nature of current receivables, their carrying amount is considered to be the same
as their fair value.
12.1 Allowance for expected credit loss
A loss allowance of $34,455 was recognised at 31 March 2023 (2022: nil).
The Group’s receivables aging is as follows:
1133.. IInnvveennttoor riieess
$42,774 of inventory was included as an expense in the net loss for the current year (2022: $126,212).
NZ$000
CurrentLess than 30
30 to 60 days
More than 60
Total
2023
Trade receivables3,576453831444,256
Loss allowance---(34)(34)
2022
Trade receivables3,1644730663,307
Loss allowance-----
2023 2022
NZ$000NZ$000
Reconciliation for allowance for expected credit losses
Balance at the beginning of the year- -
Impairment losses recognised on receivables42 -
Amounts written off as uncollectable(8) -
Balance at the end of the year34-
2023 2022
NZ$000NZ$000
Finished goods23072
23072
WASTECO GROUP LTD: ANNUAL REPORT 2023 43
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
20
1100.. EEaarrnniinnggss//((l loos sss)) ppeerr sshhaarree
The loss and weighted average number of ordinary shares used in the calculation of earnings per share
are as follows:
The 21.3 million share options on issue at the reporting date were not considered to be dilutive due to
the Group’s net loss for the year (2022: none).
During the period from March 2022 to November 2022 the Group issued $4 million in mandatory
convertible notes (refer note 18.1). These notes are not considered to be dilutive as their share price for
conversion of $0.05 was higher than the average market price of the Company’s shares during the period
from their issue to their conversion, and also due to the Group’s loss.
The weighted average number of ordinary shares 2022 comparative has been adjusted for the exchange
ratio established in the reverse acquisition agreement.
1111.. CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss
Cash and cash equivalents include cash at the bank. In 2022 cash and cash equivalents included $562,000
held on trust by the Group’s solicitor.
The Group has a $650,000 overdraft facility available. No funds had been drawn down from this facility
at the reporting date. The Group did not have an overdraft facility in 2022.
1122.. TTrraaddee rreecceeiivvaabblleess aanndd oot thheerr ccuurrrreenntt aasssseettss
2023 2022
Basic and diluted earnings/(loss) per share (NZ$)(0.0034)(0.0000)
(1,920)(4)
562,637504,000
Weighted average number of ordinary shares used in the calculation of
basic and basic loss per share ('000)
Loss from continuing operations (NZ$000)
2023 2022
NZ$000NZ$000
Cash at bank873136
Funds held in trust-562
873698
2023 2022
NZ$000NZ$000
Trade receivables from contracts with customers4,2223,307
Other receivables272122
GST receivable-29
Prepayments536233
Related party receivable (refer note 28)86
Total trade and other receivables5,0383,697
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
21
The standard credit terms on sales are 30 days. No interest is charged on outstanding trade receivables.
Due to the short-term nature of current receivables, their carrying amount is considered to be the same
as their fair value.
12.1 Allowance for expected credit loss
A loss allowance of $34,455 was recognised at 31 March 2023 (2022: nil).
The Group’s receivables aging is as follows:
1133.. IInnvveennttoorriieess
$42,774 of inventory was included as an expense in the net loss for the current year (2022: $126,212).
NZ$000
CurrentLess than 30
30 to 60 days
More than 60
Total
2023
Trade receivables3,576453831444,256
Loss allowance---(34)(34)
2022
Trade receivables3,1644730663,307
Loss allowance-----
2023 2022
NZ$000NZ$000
Reconciliation for allowance for expected credit losses
Balance at the beginning of the year- -
Impairment losses recognised on receivables42 -
Amounts written off as uncollectable(8) -
Balance at the end of the year34-
2023 2022
NZ$000NZ$000
Finished goods23072
23072
44 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
22
1144.. PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt
NZ$000NZ$000NZ$000NZ$000NZ$000
Cost:
At 1 April 20214,877 8,024 89 12 13,002
Additions
3,981 5,044 153 98 9,276
Business acquisitions
4,183 2,663 11 - 6,857
At 31 March 202213,041 15,731 253 110 29,135
Additions
4,378 3,976 108 67 8,529
Business acquisitions (note 25)
- 1,000 - - 1,000
Disposals
- - - - -
At 31 March 202317,41920,70736117738,664
Accumulated depreciation:
At 1 April 2021(876) (1,811) (61) (4)
(2,752)
Depreciation expense
(1,049) (731) (57) (14)
(1,851)
At 31 March 2022
(1,925) (2,542) (118) (18) (4,603)
Depreciation expense
(1,623) (1,463) (99) (23)
(3,208)
Disposals
- - - -
-
At 31 March 2023(3,548)(4,005)(217)(41)(7,811)
Carrying amount:
At 31 March 202313,871 16,702 144 136 30,853
At 31 March 202211,116 13,189 135 92 24,532
At 1 April 20214,001 6,213 28 8 10,250
Office
equipment
Plant and
equipment
Total Vehicles
Leasehold
improvements
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
23
1155.. LLeeaasseess
The Group leases vehicles, and premises for waste sorting, vehicle storage and administration.
15.1 Right-of-use asset
The average lease term is 7.1 years (2022: 7.5 years). The average IBR rate is 7.33 % (2022: 6.30%).
15.2 Lease liabilities
VehiclesPremisesTotal
NZ$000NZ$000NZ$000
Cost:
At 1 April 2021- 3,120 3,120
Additions
- 2,784 2,784
Lease modifications
- 5 5
Business acquisition
518 - 518
At 31 March 2022518 5,909 6,427
Additions
1,008 179 1,187
Lease modifications
- 214 214
At 31 March 20231,526 6,302 7,828
Accumulated depreciation:
At 1 April 2021- (595) (595)
Depreciation expense
(136) (397)
(533)
At 31 March 2022
(136) (992) (1,128)
Depreciation expense
(347) (490)
(837)
At 31 March 2023(483) (1,482) (1,965)
At 31 March 20231,043 4,820 5,863
At 31 March 2022382 4,917 5,299
At 1 April 2021- 2,525 2,525
2023 2022
NZ$000NZ$000
Maturity analysis - contractual undiscounted cash flows
Up to one year1,123994
One to two years993858
Two to five years2,9422,197
More than five years3,7324,020
Total undiscounted lease liabilities at reporting date8,7908,069
Less: future finance charges(2,115)(2,070)
Total discounted lease liabilities at reporting date6,6755,999
WASTECO GROUP LTD: ANNUAL REPORT 2023 45
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
22
1144.. PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt
NZ$000NZ$000NZ$000NZ$000NZ$000
Cost:
At 1 April 20214,877 8,024 89 12 13,002
Additions
3,981 5,044 153 98 9,276
Business acquisitions
4,183 2,663 11 - 6,857
At 31 March 202213,041 15,731 253 110 29,135
Additions
4,378 3,976 108 67 8,529
Business acquisitions (note 25)
- 1,000 - - 1,000
Disposals
- - - - -
At 31 March 202317,41920,70736117738,664
Accumulated depreciation:
At 1 April 2021(876) (1,811) (61) (4)
(2,752)
Depreciation expense
(1,049) (731) (57) (14)
(1,851)
At 31 March 2022
(1,925) (2,542) (118) (18) (4,603)
Depreciation expense
(1,623) (1,463) (99) (23)
(3,208)
Disposals
- - - -
-
At 31 March 2023(3,548)(4,005)(217)(41)(7,811)
Carrying amount:
At 31 March 202313,871 16,702 144 136 30,853
At 31 March 202211,116 13,189 135 92 24,532
At 1 April 20214,001 6,213 28 8 10,250
Office
equipment
Plant and
equipment
Total Vehicles
Leasehold
improvements
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
23
1155.. LLeeaasseess
The Group leases vehicles, and premises for waste sorting, vehicle storage and administration.
15.1 Right-of-use asset
The average lease term is 7.1 years (2022: 7.5 years). The average IBR rate is 7.33 % (2022: 6.30%).
15.2 Lease liabilities
VehiclesPremisesTotal
NZ$000NZ$000NZ$000
Cost:
At 1 April 2021- 3,120 3,120
Additions
- 2,784 2,784
Lease modifications
- 5 5
Business acquisition
518 - 518
At 31 March 2022518 5,909 6,427
Additions
1,008 179 1,187
Lease modifications
- 214 214
At 31 March 20231,526 6,302 7,828
Accumulated depreciation:
At 1 April 2021- (595) (595)
Depreciation expense
(136) (397)
(533)
At 31 March 2022
(136) (992) (1,128)
Depreciation expense
(347) (490)
(837)
At 31 March 2023(483) (1,482) (1,965)
At 31 March 20231,043 4,820 5,863
At 31 March 2022382 4,917 5,299
At 1 April 2021- 2,525 2,525
2023 2022
NZ$000NZ$000
Maturity analysis - contractual undiscounted cash flows
Up to one year1,123994
One to two years993858
Two to five years2,9422,197
More than five years3,7324,020
Total undiscounted lease liabilities at reporting date8,7908,069
Less: future finance charges(2,115)(2,070)
Total discounted lease liabilities at reporting date6,6755,999
46 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
24
1166.. IInnttaannggiibbllee aasssseettss
The goodwill relates to expected synergies, and the capability and expertise developed within the
acquired business.
16.1 Impairment testing for cash-generating units containing goodwill
The Directors have assessed the goodwill for impairment as at the reporting date and have concluded
that no impairment has occurred. All goodwill is currently allocated to the Waste division cash
generating unit.
Lease liabilities included in the Consolidated Statement of Financial Position at reporting date
Current711644
Non-current5,9645,355
6,6755,999
Goodwill Computer
software
Total
NZ$000NZ$000NZ$000
Cost:
At 1 April 2021- 77 77
Additions (note 25.2)
137 - 137
At 31 March 2022137 77 214
Additions
- 19 19
At 31 March 2023137 96 233
Accumulated amortisation/impairment:
At 1 April 2021
- (57) (57)
Amortisation expense
- (10) (10)
At 31 March 2022
- (67) (67)
Amortisation expense
- (9) (9)
At 31 March 2023
- (76) (76)
Carrying Amount:
At 31 March 2023137 20 157
At 31 March 2022137 10 147
At 1 April 2021- 20 20
WASTECO GROUP LTD: ANNUAL REPORT 2023 47
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
25
1177.. TTrraaddee aanndd ootthheerr ppaayyaabblleess
The carrying amount of trade and other payables are assumed to be the same as fair value due to the
short-term nature of these amounts.
1188.. BBoorrrroowwiinnggss
All borrowings are denominated in NZD.
18.1 Convertible notes
During the year the Group issued a further $3 million unsecured mandatory convertible notes (2022: $1
million). The proceeds from the notes were used for working capital and to assist in completing business
acquisitions. All convertible notes were converted to ordinary shares on completion of the reverse
acquisition (refer note 2.3). Interest of 8% per annum was payable on the convertible notes up until the
date of conversion.
2023 2022
NZ$000NZ$000
Trade payables3,5353,391
Accrued expenses1,1521,853
PAYE payable401283
GST payable115-
5,2035,527
Note2023 2022
NZ$000NZ$000
Unsecured borrowings at amortised cost
Convertible notes18.1-962
Shareholder loans18.2-173
Secured borrowings at amortised cost
Asset finance18.321,17615,578
Total borrowings
21,17616,713
Current5,6574,906
Non-current15,51911,807
21,17616,713
2023 2022
NZ$000NZ$000
Balance at 1 April 962 -
Value of convertible notes issued3,000 1,000
Equity component recognised in convertible notes reserve(39) (38)
Interest expense256 3
Interest paid(179) (3)
Converted to ordinary share capital(4,000) -
Balance at 31 March- 962
48 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
26
The interest expensed for the year is calculated by applying an effective annual interest rate of 13% to
the liability component due.
18.2 Shareholder loans
The shareholder loans were unsecured and repayable on demand. Interest was payable on the
outstanding balance at 10% per annum.
18.3 Asset finance
Asset finance is used to fund the purchase of assets and business acquisitions. The Group borrows from a
range of lenders. Each finance drawdown is secured by the respective assets acquired through the
transaction and by guarantees from James Redmayne and Carl Storm (refer note 28). The terms of the
asset finance arrangements are between 2 to 5 years.
In April 2022 the Group entered into a first ranking General Security Agreement (GSA) for $750,000
available funding and a $5,250,000 second ranking financing agreement with Kiwi Asset Finance Limited.
The GSA is secured by all present and after acquired personal property, together with all proceeds arising
from that property, including goods, money, accounts receivable, chattel paper, intangibles, negotiable
instruments, documents of title and investment securities.
The financing agreement with Kiwi Asset Finance Limited was used to fund the settlement for the Total
Waste business which was acquired on 31 March 2022. The finance agreement was secured by the GSA
and by guarantees from each company in the Group and guarantees from James Redmayne and Carl
Storm, and is to be repaid over 5 years.
As at 30 September 2022 the Group did not meet the loan covenant relating to the debt cover ratio
under the financing agreement with Kiwi Asset Finance Limited, which requires earnings for each
quarterly financial period to not to be less than 1.5 times funding costs for that 3-month period. Kiwi
Asset Finance Limited waived its rights to take any action in respect of this breach and agreed with the
Group that it was preferable to measure this ratio on an annual basis to cater for seasonal variances in
earnings. There were no resulting changes to the funding facility apart from this amendment to the
covenant. The Group has complied with all other loan covenants during the year and was compliant with
this debt cover ratio at 31 March 2023.
The weighted average interest rates on asset finance loans during the period was 6.0% (2022: 6.1
%).
2023 2022
NZ$000NZ$000
Balance at 1 April 173 -
Proceeds from loans- 173
Repayment of loans(173) -
Balance at 31 March- 173
2023 2022
NZ$000NZ$000
Balance at 1 April 15,578 7,060
Proceeds from asset finance10,953 11,048
Vendor loan on business acquisition- 150
Repayment of loans(5,355) (2,680)
Balance at 31 March21,176 15,578
WASTECO GROUP LTD: ANNUAL REPORT 2023 49
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
26
The interest expensed for the year is calculated by applying an effective annual interest rate of 13% to
the liability component due.
18.2 Shareholder loans
The shareholder loans were unsecured and repayable on demand. Interest was payable on the
outstanding balance at 10% per annum.
18.3 Asset finance
Asset finance is used to fund the purchase of assets and business acquisitions. The Group borrows from a
range of lenders. Each finance drawdown is secured by the respective assets acquired through the
transaction and by guarantees from James Redmayne and Carl Storm (refer note 28). The terms of the
asset finance arrangements are between 2 to 5 years.
In April 2022 the Group entered into a first ranking General Security Agreement (GSA) for $750,000
available funding and a $5,250,000 second ranking financing agreement with Kiwi Asset Finance Limited.
The GSA is secured by all present and after acquired personal property, together with all proceeds arising
from that property, including goods, money, accounts receivable, chattel paper, intangibles, negotiable
instruments, documents of title and investment securities.
The financing agreement with Kiwi Asset Finance Limited was used to fund the settlement for the Total
Waste business which was acquired on 31 March 2022. The finance agreement was secured by the GSA
and by guarantees from each company in the Group and guarantees from James Redmayne and Carl
Storm, and is to be repaid over 5 years.
As at 30 September 2022 the Group did not meet the loan covenant relating to the debt cover ratio
under the financing agreement with Kiwi Asset Finance Limited, which requires earnings for each
quarterly financial period to not to be less than 1.5 times funding costs for that 3-month period. Kiwi
Asset Finance Limited waived its rights to take any action in respect of this breach and agreed with the
Group that it was preferable to measure this ratio on an annual basis to cater for seasonal variances in
earnings. There were no resulting changes to the funding facility apart from this amendment to the
covenant. The Group has complied with all other loan covenants during the year and was compliant with
this debt cover ratio at 31 March 2023.
The weighted average interest rates on asset finance loans during the period was 6.0% (2022: 6.1
%).
2023 2022
NZ$000NZ$000
Balance at 1 April 173 -
Proceeds from loans- 173
Repayment of loans(173) -
Balance at 31 March- 173
2023 2022
NZ$000NZ$000
Balance at 1 April 15,578 7,060
Proceeds from asset finance10,953 11,048
Vendor loan on business acquisition- 150
Repayment of loans(5,355) (2,680)
Balance at 31 March21,176 15,578
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
27
1199.. SShhaarree ccaappiittaall
The following table shows the movement in share capital for the consolidated group.
The table below details the movement in ordinary shares issued by the Group’s legal parent, WasteCo
Group Limited.
On 5 May 2022 the Company undertook a 2.5 to 1 share consolidation.
On 5 December 2022, immediately prior to the reverse acquisition, 10,636,073 fully paid ordinary shares
were issued at $0.05 per share to Mounterowen Limited to satisfy $531,803 of debt payable.
On 5 December 2022 504 million fully paid ordinary shares were issued to the shareholders of WasteCo
Holdings as consideration for the reverse acquisition (notes 2.3 and 24).
On 5 December 2022 80 million fully paid ordinary shares were issued at $0.05 per share to holders of
$4 million convertible notes previously issued by WasteCo Holdings, which converted to fully paid
ordinary shares upon WasteCo shareholders’ approval of the reverse acquisition.
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.
2023 2022
NZ$000NZ$000
At 1 April641 641
Shares issued on reverse acquisition (refer notes 2.3 and 24)1,153 -
Shares issued for convertible notes4,077 -
Shares issued during the year4,000 -
At 31 March9,871 641
2023 2022
'000'000
Ordinary shares as at 1 April33,410 32,690
2.5 for 1 share consolidation(20,046) -
Ordinary shares issued pre reverse acquisition10,636 720
Shares issued on reverse acquisition (refer notes 2.3 and 24)504,000 -
Shares issued for convertible notes80,000 -
Ordinary shares issued post reverse acquisition80,000 -
Ordinary shares as at 31 March688,000 33,410
50 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
28
2200.. SShhaarree bbaasseedd ppaayymmeennttss rreesseerrvvee
2211.. SShhaarree ooppttiioonnss
The Company has a share option scheme for directors and selected employees of the Company and its
subsidiaries to purchase ordinary shares in the Company.
Each share options converts into one ordinary share of the Company on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry no rights to dividends and no voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The Options vest in 3 equal tranches: one third on 23 December 2022, one third on 23 December 2023
and the final third on 23 December 2024. Each tranche can be exercised at any time within 3 years from
the vesting date.
At 31 March 2023, 14.2 million of the share options granted had not yet vested to option holders.
The weighted average contractual life of the share options outstanding at 31 March 2023 was 3.8 years.
2023 2022
NZ$000NZ$000
Balance as at 1 April
Share options issued (note 21)326 -
Share options forfeited (note 21)(22) -
Balance as at 31 March304 -
2023 2022
NZ$000NZ$000
Share based payments are included in:
Directors' remuneration (as directors of the Company)44 -
Employees' remuneration (note 7.1)260 -
304 -
Balance as at 1 April
----
Granted during the year22,800,000$0.05--
Forfeited during the year(1,500,000)$0.05--
Balance as at 31 March21,300,000$0.05--
Exercisable at 31 March
7,100,000$0.05--
2023 2022
Number of
Options
Weighted
average
exercise price
Number of
Options
Weighted
average
exercise price
WASTECO GROUP LTD: ANNUAL REPORT 2023 51
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
28
2200.. SShhaarree bbaasseedd ppaayymmeennttss rreesseerrvvee
2211.. SShhaarree ooppttiioonnss
The Company has a share option scheme for directors and selected employees of the Company and its
subsidiaries to purchase ordinary shares in the Company.
Each share options converts into one ordinary share of the Company on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry no rights to dividends and no voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The Options vest in 3 equal tranches: one third on 23 December 2022, one third on 23 December 2023
and the final third on 23 December 2024. Each tranche can be exercised at any time within 3 years from
the vesting date.
At 31 March 2023, 14.2 million of the share options granted had not yet vested to option holders.
The weighted average contractual life of the share options outstanding at 31 March 2023 was 3.8 years.
2023 2022
NZ$000NZ$000
Balance as at 1 April
Share options issued (note 21)326 -
Share options forfeited (note 21)(22) -
Balance as at 31 March304 -
2023 2022
NZ$000NZ$000
Share based payments are included in:
Directors' remuneration (as directors of the Company)44 -
Employees' remuneration (note 7.1)260 -
304 -
Balance as at 1 April
----
Granted during the year22,800,000$0.05--
Forfeited during the year(1,500,000)$0.05--
Balance as at 31 March21,300,000$0.05--
Exercisable at 31 March7,100,000$0.05--
2023 2022
Number of
Options
Weighted
average
exercise price
Number of
Options
Weighted
average
exercise price
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
29
21.1 Fair value of share options granted in the year
The fair values of the share options granted during the period are:
Options were valued using the Black-Scholes option pricing model. The key inputs used in valuing the
options are detailed in the table below.
The expected volatility in the measurement of fair value at grant date has been based on the volatility of
the Company’s share price from 5 December 2022 up to 17 May 2023 and for overseas comparable
companies, as a proxy of the Company’s future volatility.
The Black-Scholes formula assumes that the options being valued can be sold on a secondary market.
The terms of the options forbid their trading. Accordingly, a 20% discount to the values derived from the
Black-Scholes formula was applied to reflect the restrictive terms.
2222.. SSuubbssiiddiiaarriieess
* WasteCo Holdings Limited was the holding company for the group prior to the reverse acquisition
(refer note 2.3).
All subsidiaries are domiciled in New Zealand and have a balance date of 31 March.
Vesting
date
Fair value
per option
$
Tranche 123 Dec 220.0309
Tranche 223 Dec 230.0334
Tranche 323 Dec 240.0354
Options granted
Grant date23 Dec 22
Options granted22,800,000
Grant date one month VWAP$0.078
Exercise price$0.05
Expected volatility0.4-0.5
Option life (from vesting date)36 months
Dividend yield0%
Average risk free interest rate4.19%
Name of subsidiaryPrincipal activity
2023 2022
WasteCo Holdings NZ LimitedHolding company100%n/a*
WasteCo NZ LimitedWaste collection, recycling & disposal100%100%
WasteCo NZ (Southern) Limited Waste collection, recycling & disposal100%100%
WasteCo Port Services NZ Limited Industrial cleaning100%100%
WasteCo Finance NZ LimitedCredit card merchant account holder for group100%100%
Sortco NZ LimitedWaste sorting and recycling
100%100%
Safeco Training NZ LimitedSafety management training
100%100%
Ownership interest
held by Group
52 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
30
2233.. FFiinnaanncciiaall iinnssttrruummeennttss
23.1 Classes and categories of financial instruments
The Group has entered into a number of non-derivative financial instruments all of which are classified
as financial assets and liabilities at amortised cost. The carrying values of these items approximate their
fair value and represent the maximum exposures for each type of financial instrument. They are listed as
follows:
The Group does not have any derivative financial instruments (2022: nil).
23.2 Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and
currency risk), credit and liquidity risk. The Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on its financial
performance.
Risk management is carried out under policies approved by the Board of Directors.
23.3 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates
will affect the Group’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control the market risk exposures within acceptable
parameters, while optimising the return on risk.
The Group’s main market risk relates to interest rate risk. Interest rate risk is the risk that the fair value
of the financial instrument or cash flows associated with the instrument will fluctuate due to changes in
market interest rates.
The Group’s interest rate risk exposure primarily relates to its exposure to variable interest rates on
borrowings. The Group has mitigated this risk exposure through entering into borrowings with fixed
interest rates. With the exception of the two flexible lending facilities below, the convertible notes (note
18.1), shareholder loans (note 18.2) and asset finance (note 18.3), all have interest rates that are fixed
for the life of the loan.
2023 2022
NoteNZ$000NZ$000
Financial assets at amortised cost
Cash and cash equivalents11873698
Trade and other receivables124,5023,435
Total financial assets5,3754,133
Financial liabilities at amortised cost
Trade and other payables175,0885,527
Payable for acquisition of business251153,562
Borrowings - current185,6574,906
Borrowings - non current1815,51911,807
Lease liabilities - current15.2711644
Lease liabilities - non current15.25,9645,355
Total financial liabilities33,05431,801
WASTECO GROUP LTD: ANNUAL REPORT 2023 53
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
31
The Group has a flexible lending facility of $2,600,000 (2022: $750,000) which has a variable interest
rate. The interest rate on this facility at the reporting date was 8.35% per annum. The Group had
$2,555,522 in borrowings under this facility at the reporting date (2022: none).
The Group also has a fixed term lending facility of $700,270 (2022: none) which has a variable interest
rate. The interest rate on this facility at the reporting date was 9.19% per annum. The Group had
$700,270 in borrowings under this facility at the reporting date (2022: none).
An increase in this variable rate of 1%, taking into account scheduled repayments, would increase the
annual interest expense on the borrowings from these facilities by $92,000. A decrease in this variable
rate of 1%, taking into account scheduled repayments, would decrease the annual interest expense on
the borrowings from these facilities by $87,000.
23.4 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises from cash and cash equivalents, and the Group’s
receivables from customers. The Group’s maximum credit risk is represented by the carrying value of
these financial assets.
The credit risk associated with cash transactions and deposits is managed through the Group’s policies
that limit the use of counterparties to high credit quality financial institutions.
The Group minimises concentrations of credit risk in receivables by undertaking transactions with a large
number of customers. In addition, receivable balances are monitored on an ongoing basis with the
objective that the Group’s exposure to expected credit losses is minimised.
23.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when the
fall due. The Group’s liquidity risk management includes maintaining sufficient cash reserves to meet
future commitments.
The following table provides a maturity analysis of the Group’s remaining contractual cash flows relating
to non-derivative financial liabilities. Contractual cash flows include contractual undiscounted principal
and interest payments.
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
As at 31 March 2023
Trade and other payables5,203 5,203 5,136 13 54 - -
Payable for acquisition of business115 115 115 - - - -
Borrowings21,176 24,233 3,556 3,376 6,636 10,604 61
Lease liability6,675 8,790 594 529 993 2,942 3,732
33,169 38,341 9,401 3,918 7,683 13,546 3,793
As at 31 March 2022
Trade and other payables5,527 5,527 5,491 36 - - -
Income tax payable37 37 37 - - - -
Payable for acquisition of business3,562 3,562 3,562 - - - -
Borrowings16,713 21,452 2,735 2,546 5,012 11,146 13
Lease liability5,999 8,069 504 490 858 2,197 4,020
31,838 38,647 12,329 3,072 5,870 13,343 4,033
Carrying
amount
Contractual
cash flows
Payable
0-6 months
Payable
6-12 months
Payable
1-2 years
Payable
5+ years
Payable
2-5 years
54 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
32
23.6 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of debt and equity.
The capital structure of the Group consists of equity, comprising issued capital and retained earnings,
and debt. The Group reviews the capital structure on a regular basis including assessing equity ratios and
ensuring compliance with bank covenants, to ensure that entities in the Group are able to continue as
going concerns and to fund its acquisition strategy.
2244.. RReevveerrssee aaccqquuiissiittiioonn –– sshhaarree--bbaasseedd ppaayymmeenntt
Refer to note 2.3 and note 4.1 for details of the reverse acquisition.
The financial impact of the reverse acquisition of WasteCo Group Limited (formerly Goodwood Capital
Limited) and the resulting share-based payment, is summarised as follows:
The fair value of the consideration of $1.15 million is calculated with reference to the total shareholding
percentage of pre-reverse acquisition shareholders, with the ordinary shares at the date of the reverse
acquisition being valued at $0.05 per share. The difference between the consideration and net liabilities
acquired is accounted for as a share-based payment of $1,239,000 and included in the net loss for the
year.
2255.. BBuussiinneessss aaccqquuiissiittiioonn
25.1 Central Suction Cleaners Limited
On 1 March 2023 WasteCo NZ Limited acquired the business and assets of Central Suction Cleaners
Limited (‘CSC’).
The acquisition enables WasteCo to offer its range of sweeping and waste management
solutions in the Nelson and Tasman region, leveraging CSC’s extensive experience.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table below.
NZ$000
The share based payment on acquisition was:
Consideration1,153
Fair value of net liabilities acquired (see below)86
Share based payment on acquisition of WasteCo Group Limited1,239
Net assets / liabilities acquired:
Cash and cash equivalents2
Trade receivables and other current assets41
Trade and other payables(13)
Borrowings(116)
Net liabilities acquired
(86)
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
33
$900,000 of the total consideration was paid on 1 March 2023. The remaining $100,000 plus gst was
payable at the reporting date and paid to the vendor on 3 April 2023.
The CSC business contributed $101,078 revenue and $16,468 to the Group’s profit for the period
between the date of acquisition and the reporting date. If the CSC business had been acquired on 1 April
2022 the Group estimates its revenue and net profit before tax for the 2023 year would have increased
by $1.1 million and $371,000 respectively.
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these consolidated financial statements. The acquisition accounting is expected to be finalised by the
next reporting date and this may impact the fair value of net assets acquired. Potentially of most impact
is the recognition of identifiable intangible assets.
25.2 Confirmation of accounting for prior period acquisitions
In 2022 the Group made a number of acquisitions as detailed in the table below.
NZ$000
Net assets acquired at fair value (provisional):
Property, plant and equipment1,000
Net assets acquired1,000
Satisfied by:
Cash1,000
Total consideration1,000
Nature of business acquiredwaste
management
waste
management
sweeping and
cleaning
waste
management
Acquisition date
21/6/202130/7/202130/9/202131/3/2022
NZ$000NZ$000NZ$000NZ$000NZ$000
Net assets / (liabilities) acquired:
Property, plant and equipment
6,857 1,150 1,000 1,094 3,613
Right-of-use assets
518 - - 518 -
Trade and other payables
(102) - - (102) -
Lease liabilities
(518) - - (518) -
Net assets acquired
6,755 1,150 1,000 992 3,613
Goodwill
137 - - - 137
Gain on acquisition
(349) - - (349) -
Total consideration
6,543 1,150 1,000 643 3,750
Satisfied by:
Cash
6,393 1,000 1,000 643 3,750
Loan
150 150 - - -
Total consideration transferred
6,543 1,150 1,000 643 3,750
TotalDuffy's Skips
Otago MetalCity Care
Total Waste
Solutions
WASTECO GROUP LTD: ANNUAL REPORT 2023 55
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
32
23.6 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of debt and equity.
The capital structure of the Group consists of equity, comprising issued capital and retained earnings,
and debt. The Group reviews the capital structure on a regular basis including assessing equity ratios and
ensuring compliance with bank covenants, to ensure that entities in the Group are able to continue as
going concerns and to fund its acquisition strategy.
2244.. RReevveerrssee aaccqquuiissiittiioonn –– sshhaarree--bbaasseedd ppaayymmeenntt
Refer to note 2.3 and note 4.1 for details of the reverse acquisition.
The financial impact of the reverse acquisition of WasteCo Group Limited (formerly Goodwood Capital
Limited) and the resulting share-based payment, is summarised as follows:
The fair value of the consideration of $1.15 million is calculated with reference to the total shareholding
percentage of pre-reverse acquisition shareholders, with the ordinary shares at the date of the reverse
acquisition being valued at $0.05 per share. The difference between the consideration and net liabilities
acquired is accounted for as a share-based payment of $1,239,000 and included in the net loss for the
year.
2255.. BBuussiinneessss aaccqquuiissiittiioonn
25.1 Central Suction Cleaners Limited
On 1 March 2023 WasteCo NZ Limited acquired the business and assets of Central Suction Cleaners
Limited (‘CSC’).
The acquisition enables WasteCo to offer its range of sweeping and waste management
solutions in the Nelson and Tasman region, leveraging CSC’s extensive experience.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table below.
NZ$000
The share based payment on acquisition was:
Consideration1,153
Fair value of net liabilities acquired (see below)86
Share based payment on acquisition of WasteCo Group Limited1,239
Net assets / liabilities acquired:
Cash and cash equivalents2
Trade receivables and other current assets41
Trade and other payables(13)
Borrowings(116)
Net liabilities acquired
(86)
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
33
$900,000 of the total consideration was paid on 1 March 2023. The remaining $100,000 plus gst was
payable at the reporting date and paid to the vendor on 3 April 2023.
The CSC business contributed $101,078 revenue and $16,468 to the Group’s profit for the period
between the date of acquisition and the reporting date. If the CSC business had been acquired on 1 April
2022 the Group estimates its revenue and net profit before tax for the 2023 year would have increased
by $1.1 million and $371,000 respectively.
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these consolidated financial statements. The acquisition accounting is expected to be finalised by the
next reporting date and this may impact the fair value of net assets acquired. Potentially of most impact
is the recognition of identifiable intangible assets.
25.2 Confirmation of accounting for prior period acquisitions
In 2022 the Group made a number of acquisitions as detailed in the table below.
NZ$000
Net assets acquired at fair value (provisional):
Property, plant and equipment1,000
Net assets acquired1,000
Satisfied by:
Cash1,000
Total consideration1,000
Nature of business acquiredwaste
management
waste
management
sweeping and
cleaning
waste
management
Acquisition date21/6/202130/7/202130/9/202131/3/2022
NZ$000NZ$000NZ$000NZ$000NZ$000
Net assets / (liabilities) acquired:
Property, plant and equipment
6,857 1,150 1,000 1,094 3,613
Right-of-use assets
518 - - 518 -
Trade and other payables
(102) - - (102) -
Lease liabilities
(518) - - (518) -
Net assets acquired
6,755 1,150 1,000 992 3,613
Goodwill
137 - - - 137
Gain on acquisition
(349) - - (349) -
Total consideration
6,543 1,150 1,000 643 3,750
Satisfied by:
Cash
6,393 1,000 1,000 643 3,750
Loan
150 150 - - -
Total consideration transferred
6,543 1,150 1,000 643 3,750
TotalDuffy's Skips
Otago MetalCity Care
Total Waste
Solutions
56 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
34
At the 2022 reporting date the above fair value allocation of assets and liabilities acquired was
provisional. The accounting for these acquisitions has now been finalised. In doing so, there were no
adjustments to the initial assessment of the fair value of net assets acquired, as detailed above.
The Group acquired control of the Total Waste Solutions business on 31 March 2022. Settlement took
place on 14 April 2022. $187,500 was paid to the vendor prior to 31 March 2022. The remaining $3.56
million payable at 31 March 2022 for the acquisition of the Total Waste Solutions business was disclosed
as a payable for acquisition of business in the Consolidated Statement of Financial Position.
2266.. RReeccoonncciilliiaattiioonn ooff pprrooffiitt oorr lloossss aafftteerr ttaaxxaattiioonn wwiitthh ccaasshh ffllooww ffrroomm ooppeerraattiinngg
aaccttiivviittiieess
2023 2022
NZ$000NZ$000
Net loss after taxation(1,920)(4)
Adjustments for:
Depreciation on property, plant and equipment3,2081,851
Depreciation on right of use assets837533
Amortisation of intangible assets910
Share based payments304-
Movement in deferred tax(238)(152)
Interest paid on borrowings1,651660
Interest paid on lease liabilities413311
Reverse acquisition share based payment1,239-
Gain on business acquisition-(349)
Movements in working capital
(Increase) / decrease in trade and other receivables(1,341)(1,984)
Increase / (decrease) in trade payables and other liabilities(324)2,918
(Increase) / decrease in inventory(158)124
Increase / (decrease) in tax liabilities(137)(72)
Movement in trade and other payables due to business acquisition15(102)
Movement in working capital on reverse acquisition29-
Net cash received from operating activities
3,5873,744
WASTECO GROUP LTD: ANNUAL REPORT 2023 57
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
34
At the 2022 reporting date the above fair value allocation of assets and liabilities acquired was
provisional. The accounting for these acquisitions has now been finalised. In doing so, there were no
adjustments to the initial assessment of the fair value of net assets acquired, as detailed above.
The Group acquired control of the Total Waste Solutions business on 31 March 2022. Settlement took
place on 14 April 2022. $187,500 was paid to the vendor prior to 31 March 2022. The remaining $3.56
million payable at 31 March 2022 for the acquisition of the Total Waste Solutions business was disclosed
as a payable for acquisition of business in the Consolidated Statement of Financial Position.
2266.. RReeccoonncciilliiaattiioonn oof f pprroof fiitt oor r lloos sss aafftteerr ttaaxxaattiioonn wwiitthh ccaasshh ffl looww ffrroomm ooppeerraattiinngg
aaccttiivviittiieess
2023 2022
NZ$000NZ$000
Net loss after taxation(1,920)(4)
Adjustments for:
Depreciation on property, plant and equipment3,2081,851
Depreciation on right of use assets837533
Amortisation of intangible assets910
Share based payments304-
Movement in deferred tax(238)(152)
Interest paid on borrowings1,651660
Interest paid on lease liabilities413311
Reverse acquisition share based payment1,239-
Gain on business acquisition-(349)
Movements in working capital
(Increase) / decrease in trade and other receivables(1,341)(1,984)
Increase / (decrease) in trade payables and other liabilities(324)2,918
(Increase) / decrease in inventory(158)124
Increase / (decrease) in tax liabilities(137)(72)
Movement in trade and other payables due to business acquisition15(102)
Movement in working capital on reverse acquisition29-
Net cash received from operating activities
3,5873,744
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
35
2277.. RReeccoonncciilliiaattiioonn ooff lliiaabbiilliittiieess aarriissiinngg ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
2023 2022
NZ$000NZ$000
Borrowings:
At 1 April
16,7137,060
Cash:
Proceeds from borrowings13,95312,221
Payment of principal on borrowings(5,644)(2,680)
Interest paid on convertible notes(179)(3)
Non-cash:
Equity component recognised in convertible notes reserve
(39)(38)
Interest accrued on convertible notes
2563
Convertible notes converted to ordinary share capital
(4,000)-
Borrowings acquired on reverse acquisition (note 24)
116-
Vendor loan on business acquisition
-150
At 31 March21,17616,713
2023 2022
NZ$000NZ$000
Lease liabilities:
At 1 April
5,9992,817
Cash:
Payment of lease liabilities principal(725)(425)
Interest paid on lease liabilities(413)(311)
Lease incentive received-300
Non-cash:
Lease liabilities recognised1,1872,784
Lease modifications2145
Lease liabilities from business acquisitions-518
Interest on lease liabilities413311
At 31 March
6,6755,999
58 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
36
2288.. RReellaatteedd ppaarrttiieess
28.1 Directors
The directors of the Company are Shane Edmond, Carl Storm, James Redmayne, Roger Gower and Angus
Cooper.
28.2 Key Management Personnel Compensation
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team.
Key management personnel compensation is set out below.
$20,000 of directors fees were paid in advance to directors at 31 March 2023 (2022: nil).
28.3 Personal guarantees of asset finance
All asset finance loans are secured by personal guarantees from Carl Storm and James Redmayne (refer
note 18.3).
28.4 Shareholder loans
During the year ended 31 March 2022 the Group received $173,298 of loans from James and Samantha
Redmayne (refer note 18.2). The outstanding balance was fully repaid during the 2023 reporting period.
Interest of $25,367 accrued on this balance during the reporting period (2022: $1,471).
28.5 Reverse acquisition
Prior to the reverse acquisition described in note 2.3:
- the James & Sam Family Trust, of which James Redmayne and his wife Samantha are trustees and
beneficiaries, held 3,285 shares in WasteCo Holdings, the then parent company of the Group. As
part of the reverse acquisition, the James & Sam Family Trust received 165,564,000 shares in
WasteCo in exchange for its shareholding in WasteCo Holdings;
- the Storm Commercial Trust, of which Carl Storm his wife and Dawn are trustees and beneficiaries,
held 3,135 shares in WasteCo Holdings. As part of the reverse acquisition, the Storm Commercial
Trust received 158,004,000 shares in WasteCo in exchange for its shareholding in WasteCo Holdings;
- Shane Edmond, Ashvegas Limited (a company related to Shane Edmonds) and Belinda Edmonds
(Shane Edmond’s wife) held 900, 400 and 200 shares in WasteCo Holdings respectively. As part of
the reverse acquisition, they respectively received 45,360,000, 20,560 000 and 10,080,000 shares in
WasteCo in exchange for their shareholding in WasteCo Holdings;
- Shane Edmond invested $250,000 in the mandatory convertible notes issued by the Group. These
converted into 5,000,000 shares in the Company immediately following the reverse acquisition.
Interest of $2,907 was paid on these notes prior to their conversion.
28.6 Bastre Properties NZ Limited
Bastre Properties NZ Limited (‘Bastre Properties ‘) owns premises that are leased by the Group. The
initial term of the lease is five years from November 2020 and the Group hold rights of renewal for two
further five-year terms. $119,596 was paid in rent to Bastre Properties in the reporting period ended
2023 2022
NZ$000NZ$000
Short term benefits - WasteCo directors11263
Share based payments - WasteCo directors44-
Short-term benefits - key management employees642199
Share based payments - key management employees22-
820262
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
37
31 March 2023 (2022: $100,000). As at 31 March 2023 the Group recognised $1,051,968 of lease
liabilities due to Bastre Properties (2022: $1,002,000).
44% of the share capital of Bastre Properties is owned by the Storm Commercial Trust, of which Carl and
Dawn Storm are trustees and 44% by the James & Sam Family Trust, of which James and Samantha
Redmayne are trustees.
On 28 November 2020 the Group sold Bastre Properties, which was a wholly owned subsidiary, to
entities associated with Carl Storm, James Redmayne and others for $6,000. This balance was included in
receivables at 31 March 2022.
28.7 Other transactions with related parties
Carl Storm’s wife, Dawn Storm, received total remuneration of $62,417 as an employee of the Group
(2022: $48,833).
During the year ended 31 March 2023 the Group provided $5,000 of sponsorship to Carl Storm’s motor
racing team (2022: $5,000).
James Redmayne’s wife, Samantha Redmayne, received remuneration of $92,013 as an employee of the
Group (2022: $7,333).
At 31 March 2023 the Group held a receivable of $7,789 owed by James Redmayne (2022: nil).
In 2022, Variable Financial Solutions (NZ) Limited, a company owned by James Redmayne and his wife,
Samantha Redmayne, received $240,695 for services provided by James and Samantha to the Group.
2299.. CCoonnttiinnggeenntt lliiaabbiilliittiieess
There are no contingent liabilities as at 31 March 2023 (2022: nil).
3300.. CCoommmmiittmmeennttss
The Group commitments totalling $131,000 for future equipment capital expenditure as at 31 March
2023 (2022: $361,000).
3311.. EEvveennttss ssuubbsseeqquueenntt ttoo rreeppoor rttiinngg ddaattee
31.1 Issue of further employee share options
On 3 May 2023 the Company issued a further 6 million options to certain employees and non-executive
directors. The options have an exercise price of $0.05 and were issued under the same terms as previous
issues of options as detailed in note 21. The options vest in 3 equal tranches: one third on 3 May 2023,
one third on 3 May 2024 and the final third on 3 May 2025.
31.2 Business acquisition
On 1 June 2023 WasteCo NZ Limited purchased the combined assets and businesses of Cleanways (2003)
Limited (‘Cleanways’), Enviro South (2015) Limited (‘Enviro South’) and Wastech Services (Central Otago)
Limited (‘Wastech Services’), all of which were under common ownership.
Cleanways and Enviro South are based in Invercargill and specialise in the removal of bulk liquid waste,
providing a range of services across Southland. Wastech Services is based in Cromwell and specialises in
the removal of bulk liquid and solid waste, providing services throughout the Central Otago region.
WASTECO GROUP LTD: ANNUAL REPORT 2023 59
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
36
2288.. RReellaatteedd ppaarrttiieess
28.1 Directors
The directors of the Company are Shane Edmond, Carl Storm, James Redmayne, Roger Gower and Angus
Cooper.
28.2 Key Management Personnel Compensation
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team.
Key management personnel compensation is set out below.
$20,000 of directors fees were paid in advance to directors at 31 March 2023 (2022: nil).
28.3 Personal guarantees of asset finance
All asset finance loans are secured by personal guarantees from Carl Storm and James Redmayne (refer
note 18.3).
28.4 Shareholder loans
During the year ended 31 March 2022 the Group received $173,298 of loans from James and Samantha
Redmayne (refer note 18.2). The outstanding balance was fully repaid during the 2023 reporting period.
Interest of $25,367 accrued on this balance during the reporting period (2022: $1,471).
28.5 Reverse acquisition
Prior to the reverse acquisition described in note 2.3:
- the James & Sam Family Trust, of which James Redmayne and his wife Samantha are trustees and
beneficiaries, held 3,285 shares in WasteCo Holdings, the then parent company of the Group. As
part of the reverse acquisition, the James & Sam Family Trust received 165,564,000 shares in
WasteCo in exchange for its shareholding in WasteCo Holdings;
- the Storm Commercial Trust, of which Carl Storm his wife and Dawn are trustees and beneficiaries,
held 3,135 shares in WasteCo Holdings. As part of the reverse acquisition, the Storm Commercial
Trust received 158,004,000 shares in WasteCo in exchange for its shareholding in WasteCo Holdings;
- Shane Edmond, Ashvegas Limited (a company related to Shane Edmonds) and Belinda Edmonds
(Shane Edmond’s wife) held 900, 400 and 200 shares in WasteCo Holdings respectively. As part of
the reverse acquisition, they respectively received 45,360,000, 20,560 000 and 10,080,000 shares in
WasteCo in exchange for their shareholding in WasteCo Holdings;
- Shane Edmond invested $250,000 in the mandatory convertible notes issued by the Group. These
converted into 5,000,000 shares in the Company immediately following the reverse acquisition.
Interest of $2,907 was paid on these notes prior to their conversion.
28.6 Bastre Properties NZ Limited
Bastre Properties NZ Limited (‘Bastre Properties ‘) owns premises that are leased by the Group. The
initial term of the lease is five years from November 2020 and the Group hold rights of renewal for two
further five-year terms. $119,596 was paid in rent to Bastre Properties in the reporting period ended
2023 2022
NZ$000NZ$000
Short term benefits - WasteCo directors11263
Share based payments - WasteCo directors44-
Short-term benefits - key management employees642199
Share based payments - key management employees22-
820262
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
37
31 March 2023 (2022: $100,000). As at 31 March 2023 the Group recognised $1,051,968 of lease
liabilities due to Bastre Properties (2022: $1,002,000).
44% of the share capital of Bastre Properties is owned by the Storm Commercial Trust, of which Carl and
Dawn Storm are trustees and 44% by the James & Sam Family Trust, of which James and Samantha
Redmayne are trustees.
On 28 November 2020 the Group sold Bastre Properties, which was a wholly owned subsidiary, to
entities associated with Carl Storm, James Redmayne and others for $6,000. This balance was included in
receivables at 31 March 2022.
28.7 Other transactions with related parties
Carl Storm’s wife, Dawn Storm, received total remuneration of $62,417 as an employee of the Group
(2022: $48,833).
During the year ended 31 March 2023 the Group provided $5,000 of sponsorship to Carl Storm’s motor
racing team (2022: $5,000).
James Redmayne’s wife, Samantha Redmayne, received remuneration of $92,013 as an employee of the
Group (2022: $7,333).
At 31 March 2023 the Group held a receivable of $7,789 owed by James Redmayne (2022: nil).
In 2022, Variable Financial Solutions (NZ) Limited, a company owned by James Redmayne and his wife,
Samantha Redmayne, received $240,695 for services provided by James and Samantha to the Group.
2299.. CCoonnttiinnggeenntt lliiaabbiilliittiieess
There are no contingent liabilities as at 31 March 2023 (2022: nil).
3300.. CCoommmmiittmmeennttss
The Group commitments totalling $131,000 for future equipment capital expenditure as at 31 March
2023 (2022: $361,000).
3311.. EEvveennttss ssuubbsseeqquueenntt ttoo rreeppoorrttiinngg ddaattee
31.1 Issue of further employee share options
On 3 May 2023 the Company issued a further 6 million options to certain employees and non-executive
directors. The options have an exercise price of $0.05 and were issued under the same terms as previous
issues of options as detailed in note 21. The options vest in 3 equal tranches: one third on 3 May 2023,
one third on 3 May 2024 and the final third on 3 May 2025.
31.2 Business acquisition
On 1 June 2023 WasteCo NZ Limited purchased the combined assets and businesses of Cleanways (2003)
Limited (‘Cleanways’), Enviro South (2015) Limited (‘Enviro South’) and Wastech Services (Central Otago)
Limited (‘Wastech Services’), all of which were under common ownership.
Cleanways and Enviro South are based in Invercargill and specialise in the removal of bulk liquid waste,
providing a range of services across Southland. Wastech Services is based in Cromwell and specialises in
the removal of bulk liquid and solid waste, providing services throughout the Central Otago region.
60 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss
For the year ended 31 March 2023
38
The acquisition supports WasteCo to expand its services in Southland and Otago.
The total purchase price for the acquisition was $7.238 million (after adjustments to the contracted
purchase price of $7.35 million). $2.205 million of the purchase price was satisfied by the issue to the
vendors of 31,850,353 fully paid ordinary shares in the Company, with the $5.033 million balance of the
purchase price paid in cash.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table below.
The fair value of the 31,850,353 ordinary shares issued at $0.06923 per share as part of the
consideration paid was determined on the basis of the agreement between the parties. The issue price of
$0.0692 per share is in line with the volume-weighted average price (VWAP) of WasteCo shares prior to
the announcement of the acquisition.
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these consolidated financial statements. The acquisition accounting is expected to be finalised by the
next reporting date and this may impact the fair value of net assets acquired. Potentially of most impact
is the recognition of identifiable intangible assets.
The provisional goodwill of $1.276 million arising from the acquisition consists of recurring revenue
streams and relationships, which at this time have not been fair valued and separately identified. The
goodwill also relates to expected synergies, and the capability and expertise developed within the
acquired business.
The cash paid for the acquisition was funded by additional asset finance.
31.3 Issues of ordinary shares
On 15 June 2023 the Company issued 66,484,000 fully paid ordinary shares at an issue price of $0.065
per share. The shares were issued to selected New Zealand wholesale investors and raised $4.32 million
additional capital.
On 26 June 2023 the Company issued 500,000 fully paid ordinary shares, following the exercising of
500,000 share options under the Company’s share option scheme (refer note 21), at an exercise price of
$0.05 per share.
NZ$000
Net assets acquired at fair value (provisional):
Property, plant and equipment6,113
Prepayments7
Employee entitlements(158)
Net assets acquired5,962
Goodwill
1,276
Total consideration
7,238
Satisfied by:
Cash5,033
Issue of ordinary shares2,205
Total consideration7,238
WASTECO GROUP LTD: ANNUAL REPORT 2023 61
39
Level 9, 45 Que
e
n Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
F: +64 9 309 4544
E:
auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of WasteCo Group Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of WasteCo Group Limited and its subsidiaries ('the Group')
on pages 24 to 60, which comprise the consolidated statement of financial position as at 31 March 2023, and
the consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2023, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to International
Financial Reporting Standards ('NZ IFRS') and International Financial Reporting Standards ('IFRS').
Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we might
state to the Shareholders of the Group those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Shareholders of the Group as a body, for our audit work, for our report or for the opinions we have formed.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ('ISAs (NZ)'). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with
Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, WasteCo Group Limited or any of
its subsidiaries. We provided taxation compliance services to Goodwood Capital Limited (in the financial year ended
31 March 2022).
62 FINANCIALS
40
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter How our audit addressed the key audit matter
EExxiisstteennccee aanndd vvaalluuaattiioonn ooff
pprrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt
As disclosed in Note 14 of the
Group’s consolidated financial
statements, the Group has
property, plant and equipment of
$30.9M.
Property, plant and equipment are
significant to our audit due to the
size of the assets and the
subjectivity, complexity and
uncertainty inherent in the
measurement of the residual
values and useful lives of the
assets.
Our audit procedures among others included:
Understanding and evaluating the Group’s internal control processes relevant
to the identification, recording, recognition and measurement of property,
plant and equipment.
Evaluating the design and operating effectiveness of the Group’s internal
controls surrounding the monitoring of property, plant and equipment.
Selecting a representative sample of property, plant and equipment at
reporting date and verifying the existence of the underlying assets.
Selecting a representative sample of property, plant and equipment additions
and disposals and agreeing additions and disposals to supporting
documentation, ensuring appropriate recognition and derecognition in
accordance with NZ IAS 16 Property, Plant and Equipment.
Evaluating management’s assessment of the residual values and useful lives
applied to individual assets.
Evaluating related disclosures (including the accounting policies and
accounting estimates) included in the Group’s consolidated financial
statements.
RReevveerrssee aaccqquuiissiittiioonn aaccccoouunnttiinngg ooff
GGooooddwwoooodd CCaappiittaall LLiimmiitteedd
As disclosed in Notes 2.3, 4.1 and
24, the Group entered into a
reverse listing agreement with
Goodwood Capital Limited (‘GWC’)
(being the accounting acquiree).
GWC was a non-trading company
listed on the NZX (‘New Zealand
Stock Exchange) Main Board. The
transaction was approved by
GWC’s shareholders and WasteCo
Group Limited (being the
accounting acquirer) was listed on
the NZX on 6 December 2022
(referred to as the ‘reverse
acquisition’).
The reverse acquisition of GWC is
significant to our audit due to the
size of the acquisition and the
subjectivity and complexity of the
transaction, and the level of audit
effort involved.
Our audit procedures among others included:
Obtaining an understanding of the transaction by reading the reverse listing
agreement and other agreements relating to the reverse acquisition to
understand key terms and conditions and confirming our understanding of
the transaction with Management. In addition, we gained an understanding of
management’s assessment of the following parties for reverse acquisition for
accounting purposes:
o The acquiree; and
o The acquirer.
Evaluating whether the acquiree meets the definition of a business in order
for the transaction to be accounted for as a reverse acquisition in accordance
with NZ IFRS 3 Business Combinations.
Understanding and evaluating the Group’s internal controls relevant to the
accounting estimates used to determine the fair value of the Group’s
acquired business.
Reading the independent adviser’s appraisal report.
Evaluating the competence, capabilities, objectivity and expertise of the
independent advisor and the appropriateness of the advisor’s work as audit
evidence for the relevant assertions.
41
Key Audit Matter How our audit addressed the key audit matter
Management have completed a
process to identify the acquiree,
acquirer, determine the reverse
acquisition date and measure the
equity interests.
Engaging our own internal valuation expert to evaluate the basis of the
valuation of the share-based payment and the fair value of identifiable net
assets acquired and challenging the underlying assumption of the valuation
against market data.
Evaluating the calculations of the share-based payment, fair value of
identifiable net assets acquired and listing expenses and testing the
mathematical accuracy of these calculations.
Evaluating the inputs and underlying with a view to identifying Management
bias.
Evaluating the disclosures (including the accounting policies and accounting
estimates) related to the reverse acquisitions which are included in the
Group’s consolidated financial statements.
SShhaarree--bbaasseedd ppaayymmeennttss
As disclosed in Note 21 of the
Group’s consolidated financial
statements, the Group issued
22.8M share options to employees,
including key management
personnel. These options were
accounted for as share-based
payments under NZ IFRS 2 Shared-
based Payment.
Share-based payments were
significant to our audit as they are
a complex accounting area and a
number of assumptions and
judgements were applied in
determining the fair value
calculations for the options issued
during the year.
Our audit procedures among others included:
Obtaining an understanding of the transactions by reading the share option
agreements and all relevant documentation to understand key terms and
conditions and confirming our understanding of the transaction with
Management.
Understanding and evaluating the Groups internal controls relevant to the
accounting estimates used to determine the valuation of employee share-
based payments.
Reading the external valuation reports for the Group’s share options.
Evaluating the competence, capabilities, objectivity and expertise of
Management's external valuation expert and the appropriateness of the
expert's work as audit evidence for the relevant assertions.
Engaging our own internal valuation expert to evaluate the logic of calculation
and the inputs to the fair value calculation to determine the valuation of
share-based payments.
Assessing Management’s employee share-based payment calculations and
testing the mathematical accuracy of these calculations.
Evaluating the inputs and underlying assumptions with a view to identifying
Management bias.
Evaluating the disclosures (including the accounting policies and accounting
estimates) related to the share options and share-based payments which are
included in the Group’s consolidated financial statements.
Responsibilities of the Directors for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated
financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine
is necessary to enable the preparation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
WASTECO GROUP LTD: ANNUAL REPORT 2023 63
41
Key Audit Matter How our audit addressed the key audit matter
Management have completed a
process to identify the acquiree,
acquirer, determine the reverse
acquisition date and measure the
equity interests.
Engaging our own internal valuation expert to evaluate the basis of the
valuation of the share-based payment and the fair value of identifiable net
assets acquired and challenging the underlying assumption of the valuation
against market data.
Evaluating the calculations of the share-based payment, fair value of
identifiable net assets acquired and listing expenses and testing the
mathematical accuracy of these calculations.
Evaluating the inputs and underlying with a view to identifying Management
bias.
Evaluating the disclosures (including the accounting policies and accounting
estimates) related to the reverse acquisitions which are included in the
Group’s consolidated financial statements.
SShhaarree--bbaasseedd ppaayymmeennttss
As disclosed in Note 21 of the
Group’s consolidated financial
statements, the Group issued
22.8M share options to employees,
including key management
personnel. These options were
accounted for as share-based
payments under NZ IFRS 2 Shared-
based Payment.
Share-based payments were
significant to our audit as they are
a complex accounting area and a
number of assumptions and
judgements were applied in
determining the fair value
calculations for the options issued
during the year.
Our audit procedures among others included:
Obtaining an understanding of the transactions by reading the share option
agreements and all relevant documentation to understand key terms and
conditions and confirming our understanding of the transaction with
Management.
Understanding and evaluating the Groups internal controls relevant to the
accounting estimates used to determine the valuation of employee share-
based payments.
Reading the external valuation reports for the Group’s share options.
Evaluating the competence, capabilities, objectivity and expertise of
Management's external valuation expert and the appropriateness of the
expert's work as audit evidence for the relevant assertions.
Engaging our own internal valuation expert to evaluate the logic of calculation
and the inputs to the fair value calculation to determine the valuation of
share-based payments.
Assessing Management’s employee share-based payment calculations and
testing the mathematical accuracy of these calculations.
Evaluating the inputs and underlying assumptions with a view to identifying
Management bias.
Evaluating the disclosures (including the accounting policies and accounting
estimates) related to the share options and share-based payments which are
included in the Group’s consolidated financial statements.
Responsibilities of the Directors for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated
financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine
is necessary to enable the preparation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
64 FINANCIALS
42
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is located
at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Matters Relating to the Electronic Presentation of the Audited Consolidated Financial Statements
This audit report relates to the consolidated financial statements of WasteCo Group Limited and its subsidiaries for
the year ended 31 March 2023 included on WasteCo Group Limited’s website. The Directors of WasteCo Group
Limited are responsible for the maintenance and integrity of WasteCo Group Limited’s website. We have not been
engaged to report on the integrity of WasteCo Group Limited’s website. We accept no responsibility for any changes
that may have occurred to the consolidated financial statements since they were initially presented on the website.
The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on
any other information which may have been hyper linked to or from these consolidated financial statements. If
readers of this report are concerned with the inherent risks arising from electronic data communication they should
refer to the published hard copy of the audited consolidated financial statements and related audit report dated 30
June 2023 to confirm the information included in the audited consolidated financial statements presented on this
website.
Legislation in New Zealand governing the preparation and dissemination of consolidated financial statements may
differ from legislation in other jurisdictions.
The engagement partner on the audit resulting in this independent auditor’s report is D I Searle.
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
30 June 2023
WASTECO GROUP LTD: ANNUAL REPORT 2023 65
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
44
SSttoocckk eexxcchhaannggee lliissttiinngg
The Group’s shares are quoted on the NZX Main Board. As at 31 May 2023, the Company had
688,000,000 ordinary shares on issue.
DDiissttrriibbuuttiioonn ooff sseeccuurriittyy hhoollddeerrss
Details of the distribution of ordinary shares amongst shareholders as at 31 May 2023 are set out below.
2200 llaarrggeesstt sshhaarreehhoollddiinnggss
The 20 largest shareholdings as at 31 May 2023 are provided in the table below.
Size of HoldingNumber%Number%
1-1,000756 52.50%364,876 0.05%
1,001-5,000433 30.07%1,002,935 0.15%
5,001-10,00072 5.00%541,715 0.08%
10,001-100,000101 7.01%3,331,549 0.48%
100,001 - 500,00035 2.43%8,437,351 1.23%
500,001 or more43 2.99%674,321,574 98.01%
1,440 100.00%688,000,000 100.00%
Number of Security HoldersNumber of Securities
NameNumber of
shares held
% of
shares held
Cullinane Steel Trustees (2003) Limited, Laurence James Redmayne &
Samantha Jane Redmayne
165,564,000 24.06%
C & F Trustees 35776 Limited, Carl Stephen Storm & Dawn Margaret
Storm
158,004,000 22.97%
Gleneig Holdings Limited54,432,000 7.91%
Glendarvie Holdings Limited50,400,000 7.33%
Shane David Edmond50,360,000 7.32%
Forsyth Barr Custodians Limited21,137,518 3.07%
Ashvegas Limited20,560,000 2.99%
Youthlab Limited17,000,000 2.47%
Mounterowen Limited13,136,073 1.91%
WFT Property Limited13,000,000 1.89%
Betalert Limited10,425,000 1.52%
Belinda Anne Edmond10,080,000 1.47%
John Adriaan Kuyf & Janette Anne Kuyf10,000,000 1.45%
Barry John Gray & Fiona Margaret Gray6,500,000 0.94%
John Lee & Susan Iris Lee & Paul Johnston6,500,000 0.94%
Graham Henry Beirne & Lynley Anne Beirne & Richard Vaughan Smith6,323,382 0.92%
RGH Holdings Limited6,000,000 0.87%
Leveraged Equities Finance Limited5,791,661 0.84%
AWD Finance Limited5,000,000 0.73%
C Q Hayward & K M Hayward & C A Trustees 2012 Limited5,000,000 0.73%
66 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
45
SSuubbssttaannttiiaall sseeccuurriittyy hhoollddeerrss
As at 31 March 2023 the following persons are substantial product holders according to the Group’s
records and disclosure under the Financial Markets Conduct Act 2013.
DDiirreeccttoorrss
The names of the directors holding office during the year are:
Angus Cooper
Shane Edmond (commenced 5 December 2022)
Roger Gower
Sean Joyce (ceased 5 December 2022)
James Redmayne (commenced 5 December 2022)
Carl Storm (commenced 5 December 2022)
Shane Edmond, James Redmayne and Carl Storm are directors of each of the Company’s subsidiaries.
DDiirreeccttoorrss’’ rreemmuunneerraattiioonn
During the year the following remuneration and other benefits were paid or payable to directors of the
Group. The amounts below reflect the remuneration included in the Group’s consolidated financial
statements.
In addition to the amounts above, the directors of WasteCo Group Limited prior to the reverse acquisition,
being Angus Cooper, Roger Gower and Sean Joyce, each received $16,000 in directors fees for the
period from 1 April 2022 to the reverse acquisition date of 5 December 2022.
Number of
shares held
% of shares
held
Laurence James Redmayne, Samantha Redmayne, Cullinane Steele
Trustees (2003) Limited
165,564,000 24.06%
Carl Storm, Dawn Storm and C&F Trustees 35776 Limited158,004,000 22.97%
Glendarvie Holdings Limited, Robert Baan and Rowena Baan-Mathias104,832,000 15.24%
Shane Edmond, Belinda Edmond and Ashvegas Limited81,000,000 11.77%
Gleneig Holdings Limited54,432,000 7.91%
Directors feesSalariesShare based
payments
Total
NZ$000NZ$000NZ$000NZ$000
Angus Cooper22-2244
Shane Edmonds (Chair)68--68
Roger Gower22-2244
James Redmayne (CEO)-250-250
Carl Storm-250-250
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
46
IInntteerreessttss rreeggiisstteerr
The following entries were made in the interest register during the year ended 31 March 2023:
The directors provided the following disclosure of entities in which, due to the nature of their
relationship, may be related parties to the Group.
Shane EdmondNature of InterestShare Allocation
(If Shareholder)
Almighty Beverages Limited (5781707)Shareholder
3.4% (Individually held)
Ashvegas Limited (701196)Director
Ashvegas Limited (701196)Shareholder99% (Jointly held)
Ashvegas Limited (701196)Shareholder<1% (Individually held)
Boatco M51-1 Limited (6526114)Shareholder17% (Jointly held)
Forsyth Barr Group Limited (1055894)Director
Forsyth Barr Investment Management Limited (2095523)Director
Forsyth Barr Limited (150925)Director
Hedgebook Limited (2031496)
Shareholder (via
Ashvegas Limited)
2% (Individually held)
Hollis Brothers Limited (4026878)Shareholder33% (Jointly held)
Nutrient Rescue NZ Limited (5810193)
Shareholder (via
Ashvegas Limited)
3% (Individually held)
Ranqx Holdings Limited (5055680)Shareholder<1% (Individually held)
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Taitapu Partners Limited (4618182)Director
The Humble Oat Co Limited (7051873)Shareholder
1.8% (Individually held)
Wasteco Finance NZ Limited (5005020)Director
Wasteco Group Limited (3202682)Shareholder7% (Individually held)
Wasteco Group Limited (3202682)Director
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
WASTECO GROUP LTD: ANNUAL REPORT 2023 67
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
45
SSuubbssttaannttiiaall sseeccuurriittyy hhool lddeerrss
As at 31 March 2023 the following persons are substantial product holders according to the Group’s
records and disclosure under the Financial Markets Conduct Act 2013.
DDi irreeccttoor rss
The names of the directors holding office during the year are:
Angus Cooper
Shane Edmond (commenced 5 December 2022)
Roger Gower
Sean Joyce (ceased 5 December 2022)
James Redmayne (commenced 5 December 2022)
Carl Storm (commenced 5 December 2022)
Shane Edmond, James Redmayne and Carl Storm are directors of each of the Company’s subsidiaries.
DDi irreeccttoor rss’’ rreemmuunneerraattiioonn
During the year the following remuneration and other benefits were paid or payable to directors of the
Group. The amounts below reflect the remuneration included in the Group’s consolidated financial
statements.
In addition to the amounts above, the directors of WasteCo Group Limited prior to the reverse acquisition,
being Angus Cooper, Roger Gower and Sean Joyce, each received $16,000 in directors fees for the
period from 1 April 2022 to the reverse acquisition date of 5 December 2022.
Number of
shares held
% of shares
held
Laurence James Redmayne, Samantha Redmayne, Cullinane Steele
Trustees (2003) Limited
165,564,000 24.06%
Carl Storm, Dawn Storm and C&F Trustees 35776 Limited158,004,000 22.97%
Glendarvie Holdings Limited, Robert Baan and Rowena Baan-Mathias104,832,000 15.24%
Shane Edmond, Belinda Edmond and Ashvegas Limited81,000,000 11.77%
Gleneig Holdings Limited54,432,000 7.91%
Directors feesSalariesShare based
payments
Total
NZ$000NZ$000NZ$000NZ$000
Angus Cooper22-2244
Shane Edmonds (Chair)68--68
Roger Gower22-2244
James Redmayne (CEO)-250-250
Carl Storm-250-250
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
46
IInntteerreessttss rreeggiisstteerr
The following entries were made in the interest register during the year ended 31 March 2023:
The directors provided the following disclosure of entities in which, due to the nature of their
relationship, may be related parties to the Group.
Shane EdmondNature of InterestShare Allocation
(If Shareholder)
Almighty Beverages Limited (5781707)Shareholder
3.4% (Individually held)
Ashvegas Limited (701196)Director
Ashvegas Limited (701196)Shareholder99% (Jointly held)
Ashvegas Limited (701196)Shareholder<1% (Individually held)
Boatco M51-1 Limited (6526114)Shareholder17% (Jointly held)
Forsyth Barr Group Limited (1055894)Director
Forsyth Barr Investment Management Limited (2095523)Director
Forsyth Barr Limited (150925)Director
Hedgebook Limited (2031496)
Shareholder (via
Ashvegas Limited)
2% (Individually held)
Hollis Brothers Limited (4026878)Shareholder33% (Jointly held)
Nutrient Rescue NZ Limited (5810193)
Shareholder (via
Ashvegas Limited)
3% (Individually held)
Ranqx Holdings Limited (5055680)Shareholder<1% (Individually held)
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Taitapu Partners Limited (4618182)Director
The Humble Oat Co Limited (7051873)Shareholder
1.8% (Individually held)
Wasteco Finance NZ Limited (5005020)Director
Wasteco Group Limited (3202682)Shareholder7% (Individually held)
Wasteco Group Limited (3202682)Director
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
68 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
47
James RedmayneNature of InterestShare Allocation
(If Shareholder)
Bastre Properties NZ Limited (8046696)Shareholder44% (Jointly held)
Bastre Properties NZ Limited (8046696)Director
Bear Finance NZ Limited (5909807)Director
Hazmit Limited (2322618)Director
Hazmit Limited (2322618)Shareholder90% (Individually held)
Redall Limited (8356761)Shareholder100% (Individually held)
Redall Limited (8356761)Director
Redmayne Innovations Limited (7676238)Director
Redmayne Innovations Limited (7676238)Shareholder100% (Individually held)
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Staffco NZ Limited (8144045)Director
Staffco NZ Limited (8144045)Shareholder32% (Jointly held)
Variable Financial Solutions (NZ) Limited (4645179)Director
Variable Financial Solutions (NZ) Limited (4645179)Shareholder50% (Individually held)
Wasteco Finance NZ Limited (5005020)Director
Wasteco Group Limited (3202682)Director
Wasteco Group Limited (3202682)Shareholder24% (Jointly held)
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
Carl StormNature of InterestShare Allocation
(If Shareholder)
Bastre Properties NZ Limited (8046696)Shareholder44% (Jointly held)
Bastre Properties NZ Limited (8046696)Director
Cada Group Limited (2218077)Director
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Staffco NZ Limited (8144045)Director
Staffco NZ Limited (8144045)Shareholder32% (Jointly held)
Wasteco Group Limited (3202682)Director
Wasteco Group Limited (3202682)Shareholder23% (Jointly held)
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
Angus CooperNature of InterestShare Allocation
(If Shareholder)
Agile Projex Limited (8262313)Shareholder100% (Individually held)
Agile Projex Limited (8262313)Director
Wasteco Group Limited (3202682)Director
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
48
DDi irreeccttoor rss’’ rreelleevvaanntt iinntteerreesstt iinn eeqquuiittyy sseeccuurriittiieess
As at 31 March 2023 the directors of the Group held the following relevant interests in equity securities
issued by the Company.
DDi irreeccttoor rss'' iinnddeemmnniiffi iccaattiioonn
The Group indemnifies all current directors of the Group against all liabilities (other than to a member of
the Group) which arise out of the performance of their normal duties as directors, unless the liability
relates to conduct involving lack of good faith.
Roger GowerNature of InterestShare Allocation
(If Shareholder)
Arno Investments Limited (1543852)Director
Arno Investments Limited (1543852)Shareholder100% (Jointly held)
Ascension Capital Limited (1009777)Director
CER Trustee Company Limited (3207349)Shareholder100% (Individually held)
CER Trustee Company Limited (3207349)Director
Clever Nutrition Limited (5031320)Director
Clever Nutrition Limited (5031320)Shareholder25% (Individually held)
Gower Management Group Limited (1001191)Director
Gower Management Group Limited (1001191)Shareholder33% (Jointly held)
Ika Nui Charters Limited (1032275)Director
Me Today Limited (1955467)Director
Mitsui Credit Limited (1458821)Director
Mitsui Credit Limited (1458821)Shareholder50% (Individually held)
Morena Manuka Limited (8269785)Director
Morena Manuka Limited (8269785)Shareholder100% (Individually held)
New Zealand Food Innovation Auckland Limited (2448723)Director
New Zealands Best Food And Beverage Limited (5881236)Director
Nxt Fuels Limited (1709802)Director
Primeport Timaru Limited (388909)Director
Rec No. 2 Limited (3204352)Director
Rec No. 3 Limited (3205230)Director
Rf Project 1 Limited (3535534)Director
Roger Gower & Associates Limited (2106308)Director
Roger Gower & Associates Limited (2106308)Shareholder<1% (Individually held)
>99% (Jointly held)
Utility Security Limited (1020566)Director
Utility Security Limited (1020566)Shareholder34% (Jointly held)
Wasteco Group Limited (3202682)Director
NameRoleOrdinary
sharesVestedNot vested
Angus CooperIndependent director- 500,000 1,000,000
Shane EdmondDirector70,920,000 - -
Roger GowerIndependent director- 500,000 1,000,000
James RedmayneCEO & director165,564,000 - -
Carl StormExecutive director158,004,000 - -
Share options granted
WASTECO GROUP LTD: ANNUAL REPORT 2023 69
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
47
James RedmayneNature of InterestShare Allocation
(If Shareholder)
Bastre Properties NZ Limited (8046696)Shareholder44% (Jointly held)
Bastre Properties NZ Limited (8046696)Director
Bear Finance NZ Limited (5909807)Director
Hazmit Limited (2322618)Director
Hazmit Limited (2322618)Shareholder90% (Individually held)
Redall Limited (8356761)Shareholder100% (Individually held)
Redall Limited (8356761)Director
Redmayne Innovations Limited (7676238)Director
Redmayne Innovations Limited (7676238)Shareholder100% (Individually held)
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Staffco NZ Limited (8144045)Director
Staffco NZ Limited (8144045)Shareholder32% (Jointly held)
Variable Financial Solutions (NZ) Limited (4645179)Director
Variable Financial Solutions (NZ) Limited (4645179)Shareholder50% (Individually held)
Wasteco Finance NZ Limited (5005020)Director
Wasteco Group Limited (3202682)Director
Wasteco Group Limited (3202682)Shareholder24% (Jointly held)
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
Carl StormNature of InterestShare Allocation
(If Shareholder)
Bastre Properties NZ Limited (8046696)Shareholder44% (Jointly held)
Bastre Properties NZ Limited (8046696)Director
Cada Group Limited (2218077)Director
Safeco Training NZ Limited (8214997)Director
Sortco NZ Limited (8215515)Director
Staffco NZ Limited (8144045)Director
Staffco NZ Limited (8144045)Shareholder32% (Jointly held)
Wasteco Group Limited (3202682)Director
Wasteco Group Limited (3202682)Shareholder23% (Jointly held)
Wasteco Holdings NZ Limited (8144096)Director
Wasteco NZ (Southern) Limited (6462572)Director
Wasteco NZ Limited (4608661)Director
Wasteco Port Services NZ Limited (5909612)Director
Angus CooperNature of InterestShare Allocation
(If Shareholder)
Agile Projex Limited (8262313)Shareholder100% (Individually held)
Agile Projex Limited (8262313)Director
Wasteco Group Limited (3202682)Director
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
48
DDiirreeccttoorrss’’ rreelleevvaanntt iinntteerreesstt iinn eeqquuiittyy sseeccuurriittiieess
As at 31 March 2023 the directors of the Group held the following relevant interests in equity securities
issued by the Company.
DDiirreeccttoorrss'' iinnddeemmnniiffiiccaattiioonn
The Group indemnifies all current directors of the Group against all liabilities (other than to a member of
the Group) which arise out of the performance of their normal duties as directors, unless the liability
relates to conduct involving lack of good faith.
Roger GowerNature of InterestShare Allocation
(If Shareholder)
Arno Investments Limited (1543852)Director
Arno Investments Limited (1543852)Shareholder100% (Jointly held)
Ascension Capital Limited (1009777)Director
CER Trustee Company Limited (3207349)Shareholder100% (Individually held)
CER Trustee Company Limited (3207349)Director
Clever Nutrition Limited (5031320)Director
Clever Nutrition Limited (5031320)Shareholder25% (Individually held)
Gower Management Group Limited (1001191)Director
Gower Management Group Limited (1001191)Shareholder33% (Jointly held)
Ika Nui Charters Limited (1032275)Director
Me Today Limited (1955467)Director
Mitsui Credit Limited (1458821)Director
Mitsui Credit Limited (1458821)Shareholder50% (Individually held)
Morena Manuka Limited (8269785)Director
Morena Manuka Limited (8269785)Shareholder100% (Individually held)
New Zealand Food Innovation Auckland Limited (2448723)Director
New Zealands Best Food And Beverage Limited (5881236)Director
Nxt Fuels Limited (1709802)Director
Primeport Timaru Limited (388909)Director
Rec No. 2 Limited (3204352)Director
Rec No. 3 Limited (3205230)Director
Rf Project 1 Limited (3535534)Director
Roger Gower & Associates Limited (2106308)Director
Roger Gower & Associates Limited (2106308)Shareholder<1% (Individually held)
>99% (Jointly held)
Utility Security Limited (1020566)Director
Utility Security Limited (1020566)Shareholder34% (Jointly held)
Wasteco Group Limited (3202682)Director
NameRoleOrdinary
sharesVestedNot vested
Angus CooperIndependent director- 500,000 1,000,000
Shane EdmondDirector70,920,000 - -
Roger GowerIndependent director- 500,000 1,000,000
James RedmayneCEO & director165,564,000 - -
Carl StormExecutive director158,004,000 - -
Share options granted
70 FINANCIALS
WasteCo Group Limited (formerly Goodwood Capital Limited)
SShhaarreehhoollddeerr aanndd SSttaattuuttoorryy IInnffoorrmmaattiioonn
For the year ended 31 March 2023
49
EEmmppllooyyeeee rreemmuunneerraattiioonn
The number of employees, not being directors, within the Group receiving annual remuneration and benefits above
$100,000 are:
DDoonnaattiioonnss
No donations were made by the Group during the year.
AAuuddiittoorr
Baker Tilly Staples Rodway Auckland is the auditor for the Group. Audit fees due and payable to the
auditor for the year ended 31 March 2023 were $110,000.
NNZZXX WWaaiivveerrss
WasteCo Group has not relied on any waivers issued by the NZX in the 12 months ended 31 March 2023.
wasteco.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.