Annual report
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ANNUAL REPORT 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 1 (A publicly listed company limited by shares, incorporated and domiciled in Australia) ABN 85 000 020 262 CARLTON INVESTMENTS LIMITED Financial Report FOR THE YEAR ENDED 30 JUNE 2026 Directors Alan G Rydge AM (Chairman) Murray E Bleach Greg J Robertson Group Secretary Andrew P Carter Auditor KPMG Bank National Australia Bank Limited Registered Office Level 15, 478 George Street, Sydney NSW 2000 Telephone: (02) 9373 6732 Email: info@carltoninvestments.com.au Website: www.carltoninvestments.com.au Share Registrar Computershare Registry Services Pty Ltd Level 4, 44 Martin Place Sydney NSW 2000 Telephone: 1300 850 505 Home Stock Exchange The company is listed on the Australian Securities Exchange (Sydney) Limited Stock Exchange Code CIN Controlled Entities Carlton Hotel Limited (ACN 000 010 266) Eneber Investment Company Limited (ACN 000 014 540) The Manly Hotels Pty Limited (ACN 000 004 473) Annual General Meeting The 2026 Annual General Meeting will be held at: The Reel Room, State Theatre Building, 49 Market Street, Sydney, NSW at 10.00am on Wednesday 28th October 2026. Closing date for nominations as a director The closing time and date for receipt of nominations for election as a director at the Annual General Meeting is 5.00pm on Tuesday 1 September 2026 .
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 2 chairman’s report to shareholders I present to you the Group’s consolidated results for the year ended 30 June 2026. Group’s operations and results Profit for the year ended 30 June 2026 was $41,180,000 compared to $38,807,000 for the prior 2025 financial year, an increase of $2,373,000 or 6.1%. Dividends and distributions received totalled $43,403,000, compared to the prior year’s dividends and distributions of $40,385,000, an increase of $3,018,000 or 7.5%. The above amounts included special dividends received of $822,000 and $346,000 respectively. Fully franked dividends of $12,315,000 (2025: $11,083,000) were received by the Group from EVT Limited (EVT) during the year ended 30 June 2026. Interest income received totalled $723,000, compared with the prior year’s interest of $1,217,000. This decrease is attributable to lower average interest rates and a decrease in the weighted average term deposits held during the year ended 30 June 2026. The weighted average term deposits held during the year ended 30 June 2026 was $15,961,000 (2025 $23,817,000) and the weighted average interest rate on term deposits decreased from 4.88% in the prior year to 4.24%. Administration expenses were $964,000 compared to $919,000 in the previous year. The management expense ratio (MER) for the year ended 30 June 2026 was 0.08%, compared to the prior year of 0.08%. Earnings per ordinary share Basic and diluted earnings were $1.561 per ordinary share for the year to 30 June 2026 compared to $1.468 per share for the 2025 financial year. Dividends On 18 August 2026 the directors declared a final fully franked dividend of 71 cents per ordinary share, plus a special fully franked dividend of 2 cents per share, payable on 21 September 2026. The prior year final fully franked dividend was 68 cents per ordinary share, which was paid on 17 September 2025. No special dividend was paid in the prior year. On 17 February 2026 the directors declared a fully franked interim dividend of 47 cents per ordinary share, which was paid on 23 March 2026. The prior year interim fully franked dividend was 45 cents per ordinary share which was paid on 24 March 2025. Total ordinary share dividends paid and payable, including special dividend, for year ended 30 June 2026, amount to $1.20 per share, being an increase of 6.2% on the prior year dividends paid. A final preference share dividend of 7 cents per share fully franked is also payable on 21 September 2026. The Dividend Reinvestment Plan remains suspended. Net tangible asset backing The net tangible asset backing for each issued ordinary share at 30 June 2026, prior to the payment of the final dividend noted above and before provision for estimated capital gains tax in respect of unrealised investment portfolio gains, was $45.82 (2025: $48.39). Although the Board has no present intention of disposing of any of the Group’s equity investments, the net tangible asset backing per share after provision for tax on unrealised capital gains was $38.00 (2025: $39.52). The relevant figures as at 31 July 2026 were $46.95 and $38.87 respectively. Investments The market value of the equity investment portfolio as at 30 June 2026 was $1,189,325,000 compared to $1,255,395,000 at the prior year end. Short term cash holdings and term deposits totalled $17,293,000 as at 30 June 2026 (2025: $20,784,000). The Board’s policy is to acquire additional investments in equities that meet the criteria of providing high levels of income through predominantly fully franked dividends and have the potential for long term capital growth. The cost of equity investments purchased for cash during the year to 30 June 2026 totalled $13,891,000 (2025: $21,086,000). Acquisitions above $500,000 during the year were: AGL Energy $2,000,000 Super Retail Group $1,855,000 Telstra Group $1,021,000 Elders $1,005,000 Santos $1,003,000 Bendigo & Adelaide Bank $1,003,000 Rio Tinto $1,002,000 Harvey Norman Holdings $1,002,000 Sonic Healthcare $999,000 Westpac Banking Corporation $997,000 Metcash $502,000 Deterra Royalties $501,000 IPH $501,000 Amcor $500,000
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 3 The Group also received shares in Southern Cross Media Group as takeover consideration with a fair value at the time of $126,000 in respect of its takeover of Seven West Media. The Group did not receive any shares as takeover consideration during the previous year. In addition to the above investment acquisitions the Company, under its On-market buy-back, also bought-back 51,360 (2025: 55,252) of its own shares for total consideration of $1,791,000 (2025: $1,727,000). During the year to 30 June 2026 the Group disposed of its investments in Domain Holdings Australia and Seven West Media. These disposals were from accepting takeover offers. The consideration received for all investment disposals during the year was $213,000 including shares received as takeover consideration with a fair value of $126,000. In the prior year, consideration received on all investment disposals totalled $5,324,000. The Group did not receive any shares as takeover consideration in the previous year. Capital returns totalling $710,000 were received during the year to 30 June 2026 from Wesfarmers and Dalrymple Bay Infrastructure. Capital returns of $585,000 were received in the prior year. During the year to 30 June 2026, there were strong performances in Group’s holdings in the big miners, ANZ Group, APA Group, Bluescope Steel, Coles Group, Orica, Wesfarmers, Westpac and Woodside Energy, whilst the holdings in the regional banks, AGL, CBA, EVT, James Hardie and National Australia Bank all trailed the overall market. The Board still consider that these companies have sound long term prospects. For the year, after adjusting for investment acquisitions and disposals, the fair value of the Group’s investment portfolio decreased by $79,165,000 or 6.2% (2025: increase of $218,580,000, or 21.1%). The performance of the Group’s portfolio included a decrease of 22.6% (2025: increase of 43.3%) in the fair value of the Group’s largest holding, EVT. Excluding the EVT holding, the increase in the fair value of Group’s investment portfolio was 4.9% (2025: increase of 9.4%). The S&P/ASX 200 Index increased during the year to 30 June 2026 by 2.8% (2025: increase of 13.5%). On a total portfolio return basis (measured by the movement in NTA per share assuming dividends are reinvested), the return for the year was minus 3.2% (2025: increase of 22.7%) compared with an increase in the S&P ASX 200 Accumulation Index over the period of 6.1% (2025: increase of 13.8%). The Group continues to hold its equity investments for the long term and does not act as a share trader nor does it invest in speculative stocks. Outlook and likely developments Domestic interest rates are expected to continue to be elevated whilst ever inflation remains outside the RBA’s target rate. We anticipate that the Australian equity markets will continue to experience considerable volatility for the foreseeable future. This volatility will be driven by both domestic and global issues. The Board continues to have confidence in the mix and quality of the companies in which the Group has invested. The Group will continue to take a cautious approach when pursuing its policy of purchasing equity investments for the long term through reinvesting dividends and other income in entities listed on the Australian Securities Exchange. A G RYDGE AM Chairman 18 August 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 4 Ordinary dividend Special dividend CPS FULLY FRANKED DIVIDENDS PER ORDINARY SHARE 0 20 40 60 80 100 120 140 2017 2018 2019 2020 2021 116 121 125 111 67 2022 2023 84 8 2024 14 100 104 2025 2026 1139 118 2 % DIVIDENDS PAID AS A PERCENTAGE OF NET PROFIT 60.0 65.0 70.0 75.0 80.0 85.0 90.0 2017 2018 2019 77.4 76.9 77.3 2020 2021 77.1 84.4 2022 2023 76.9 77.1 2024 71.0 2025 2026 76.9 76.8 $m TEN YEAR SUMMARY OF NET PROFITS 2017 39.67 2018 41.66 2019 2020 2021 45.53 50 45 40 35 30 25 20 15 10 5 0 38.12 21.03 2022 2023 33.76 37.41 2024 2025 2026 38.77 38.81 41.18
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 5 The directors present their report together with the consolidated financial statements of Carlton Investments Limited (“the Company”) and its controlled entities for the year ended 30 June 2026 and the auditor’s report thereon. Directors The directors of the Company in office at any time during or since the end of the financial year are: Mr Alan G Rydge AM Chairman of Directors since 1980. Non-Executive director. Broad experience as a director of various listed and private entities. Formerly Deputy Chairman of Australia Post. Alan is currently a Director (since 1978) and Chairman (since 1980) of EVT Limited. He is also a director of Enbeear Pty Limited, Alphoeb Pty Limited and Aygeear Pty Limited. Mr Murray E Bleach CA, GAICD, BA(Fin), MApFin. Member of Chartered Accountants in Australia & New Zealand. Member of the Australian Institute of Company Directors. Independent Non-Executive Director since 2014. Chairman of the Nominations and Remuneration Committee and Chairman of the Audit and Risk Committee (from December 2021). Over 45 years’ experience in accounting and financial services sectors, with extensive experience in the infrastructure sector and with start-up investments. Previously in charge of Macquarie Group’s North American operations, the CEO of Intoll Group, the Chairman of Suicide Prevention Australia, the Chairman and a non-executive director of the Board Investment Committee at IFM Investors, the Chairman and a director of Energy Action Limited and the “Infrastructure and Private Equity Expert” for AustralianSuper Pty Ltd’s Direct Investment Group & Transaction Committee. Murray is currently the Chairman and co-founder of start-up investment group, Tidal Ventures. Mr Greg J Robertson CA, MBA, LLB, BEc, MAICD Member of Chartered Accountants in Australia & New Zealand. Member of the Australian Institute of Company Directors. Independent Non-Executive Director since May 2022. Over 45 years’ experience in business management, business valuations, mergers, acquisitions and reconstructions with extensive experience in private equity investment across a wide range of industry sectors. Previously a partner at Arthur Andersen, an Executive Director at Investec Wentworth Private Equity Limited, an Executive Director of Adexum Capital Limited and a director of Echo HoldCo Pty Ltd. Greg is currently a director of Actuity Capital Partners Pty Ltd. Company Secretary and Chief Financial Officer Mr Andrew P Carter has been the Company Secretary and Chief Financial Officer since August 2023. He practiced as a Chartered Accountant and partner in a mid-tier accounting firm until his retirement in 2013. Since then he has acted in Company Secretary / Chief Financial Officer / Consultant roles with several significant private businesses. directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 6 Corporate Governance For the year ended 30 June 2026, the Board applied where practicable, the guidelines set out in the 4th Edition of ASX Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council. The Company has disclosed its current 2026 Corporate Governance Statement in the Governance and Policies section on the Carlton Investments website at: https://www.carltoninvestments.com.au/AboutUs/ GovernanceandPolicies.aspx The Group has also lodged the 2026 Corporate Governance Statement and Appendix 4G with the ASX. Companies listed on the Australian Securities Exchange as required, under the ASX Listing Rules, to detail the principles and recommendations with which they have not complied and provide reasons as to why they have not done so. As disclosed in the 2026 Corporate Governance Statement, the Company complies, to the extent appropriate for an organisation of its size, with the ASX Corporate Governance Principles and Recommendations, with the exception of: • Recommendation 2.5, as the Chairman is not considered to be an independent director due to his related interests in the Company. The remaining members of the Board do not consider that this in any way diminishes the effective conduct of the Board’s functions. Principal activities The principal activity of the Group is the acquisition and long-term holding of shares and units in entities listed on the Australian Securities Exchange. There have been no significant changes in the activity of the consolidated entity during the year under review. Environmental regulation The Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. Events subsequent to balance date Other than as noted elsewhere in this report, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in subsequent financial years. directors’ report FOR THE YEAR ENDED 30 JUNE 2026 Directors’ meetings The number of directors’ meetings and meetings of committees of directors held during the year together with the number of meetings attended by each director during the financial year were: Name of Director Directors’ Meetings Audit and Risk Committee Nominations and Remuneration Committee No. of meetings held: 14 3 1 No. of meetings attended: Mr A G Rydge 14 3 1 Mr M E Bleach 14 3 1 Mr G J Robertson 14 3 1
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 7 Results and review of operations The consolidated profit for the year attributable to the members of Carlton Investments Limited was: 2026 2025 $000 $000 Operating revenue 44,126 41,602 Administration and finance costs (976) (931) Profit before income tax expense 43,150 40,671 Income tax expense (1,970) (1,864) Net profit for the year 41,180 38,807 The net profit for the year to 30 June 2026 increased from the prior year by $2,373,000 or 6.1%. Dividends and distributions received totalled $43,403,000, compared to the prior year’s dividends and distributions of $40,385,000, an increase of $3,018,000 or 7.5%. The above amounts included special dividends received of $822,000 and $346,000 respectively. Fully franked dividends of $12,315,000 (2025: $11,083,000) were received by the Group from EVT Limited (EVT) during the year ended 30 June 2026. Interest income totalled $723,000, compared to $1,217,000 in the prior financial year. The weighted average interest rate for term deposits decreased from 4.88% in the prior year to 4.24%. The weighted average funds on term deposit decreased by $7,857,000 over the prior year. Administration expenses were $964,000 compared to $919,000 in the previous year. The management expense ratio (MER) for the year ended 30 June 2026 was 0.08%, compared to the prior year of 0.08%. Equity investments purchased during the year to 30 June 2026 totalled $13,891,000 (2025: $21,086,000). The major additions to the portfolio were AGL Energy, Bendigo and Adelaide Bank, Elders, Harvey Norman Holdings, Rio Tinto, Santos, Sonic Healthcare, Super Retail Group, Telstra Group and Westpac Banking Corporation. The Group continued to invest in Australian listed entities considered to be well managed and that are anticipated to provide attractive levels of sustainable income through predominantly franked dividends and long- term capital growth. Details of investment acquisitions over $500,000 during the year to 30 June 2026 are given in the Chairman’s Report. In addition to the above investment acquisitions the Company, under its On-market buy-back, also bought-back 51,360 (2025: 55,252) of its own shares for total consideration of $1,791,000 (2025: $1,727,000). During the year to 30 June 2026 the Group disposed of its investments in Domain Holdings Australia and Seven West Media. These disposals were from accepting takeover offers. The consideration received for all investment disposals during the year was $213,000 including shares received as takeover consideration with a fair value of $126,000. In the prior year, consideration received on all investment disposals totalled $5,324,000. The Group did not receive any shares as takeover consideration in the previous year. Capital returns totalling $710,000 were received during the year to 30 June 2026 from Wesfarmers and Dalrymple Bay Infrastructure. Capital returns of $585,000 were received in the prior year. The investment portfolio held by the Group is valued at market values. Increments and decrements in the market value of equity investments are recognised as other comprehensive income and taken to the Revaluation Reserve. During the year to 30 June 2026, there were strong performances in Group’s holdings in the big miners, ANZ Group, APA Group, Bluescope Steel, Coles Group, Orica, Wesfarmers, Westpac and Woodside Energy, whilst the holdings in the regional banks, AGL, CBA, EVT, James Hardie and National Australia Bank all trailed the overall market. The Board still consider that these companies have sound long term prospects. For the year, the fair value of the Group’s investment portfolio decreased by $79,165,000 or 6.2% (2025: increase of $218,580,000, or 21.1%), after adjusting for investment acquisitions and disposals. The performance of the Group’s portfolio included a decrease of 22.6% (2025: increase of 43.3%) in the fair value of the Group’s largest holding, EVT. Excluding the EVT holding, the increase in the fair value of Group’s investment portfolio was 4.9% (2025: increase of 9.4%). The S&P/ASX 200 Index increased during the year to 30 June 2026 by 2.8% (2025: increase of 13.5%). On a total portfolio return basis (measured by the movement in NTA per share assuming dividends are reinvested), the return for the year was minus 3.2% (2025: increase of 22.7%) compared with an increase in the S&P ASX 200 Accumulation Index over the period of 6.1% (2025: increase of 13.8%). directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 8 Dividends • Paid during the year in respect of the prior financial year: (i) As proposed in last year’s report, a fully franked final ordinary share dividend of 68 cents per share and amounting to $17,943,000 was paid on 17 September 2025. (ii) (ii) As proposed in last year’s report, a fully franked final preference share dividend of 7 cents per share and amounting to $6,000 was paid on 17 September 2025. • In respect of the current financial year: $000 (iii) A fully franked interim ordinary share dividend of 47 cents per share was declared and paid on 23 March 2026. 12,398 (iv) A fully franked final ordinary dividend of 71 cents per ordinary share in respect of the year ended 30 June 2026 has been declared. 18,703 (v) A special fully franked dividend of 2 cents per ordinary share 527 Total ordinary share and special dividends paid or payable in respect of the year ended 30 June 2026 31,628 (vi) A fully franked interim preference share dividend of 7 cents per share was paid on 23 March 2026. 6 (vii) A fully franked final preference share dividend of 7 cents per share has been declared. 6 Total dividends paid or payable in respect of the year ended 30 June 2026 $31,640 In the financial statements preference share dividends are recorded as a finance cost, refer note 3-4 to the financial statements. Outlook, likely developments and business risks Domestic interest rates are expected to continue to be elevated whilst ever inflation remains outside the RBA’s target rate. We anticipate that the Australian equity markets will continue to experience considerable volatility for the foreseeable future. This volatility will be driven by both domestic and global issues. The Group’s material business risks are dependent on the performance of the companies and securities in which it invests. Their performance in turn depends on many economic factors. These include economic growth rates, inflation, interest rates, exchange rates and taxation levels. There are also industry and company-specific issues such as management competence, capital strength, industry economics and competitive behaviour and their approach to, and management of, material Environmental, Social and Governance (ESG) risks. The Board continues to have confidence in the mix and quality of the companies in which the Group has invested. The Group will continue to take a cautious approach when pursuing its policy of purchasing equity investments for the long term through reinvesting dividends and other income in entities listed on the Australian Securities Exchange. Remuneration Report – Audited The Company has a Board of three non-executive directors and employs two staff, one of whom is the company secretary/ chief financial officer. The Board reviews the performance of the company secretary/chief financial officer and determines the appropriate remuneration after having reference to current market rates. Directors’ fees for the non-executive directors (there are no executive directors) are recommended to the Board each year by the Nominations and Remuneration Committee and, after reference to current market rates, are based on the nature of each director’s work and responsibilities. Directors do not receive additional fees for Committee participation. These fees are within the maximum amount of $450,000 that was approved by the shareholders at the 2022 annual general meeting. Performance evaluation and remuneration reviews are carried out in May each year, with any remuneration increases being effective from 1 July. No director or the company secretary/chief financial officer has a service agreement. Directors and the company secretary/chief financial officer do not receive any remuneration subject to performance conditions including bonuses or options over shares in the Company. There were no non-monetary benefits given to directors or the company secretary/chief financial officer. Their only remuneration is by way of fees and salary respectively, together with superannuation contributions which are paid to defined contribution funds. directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 9 Employment Contracts for Executive Key Management Personnel Key Management Personnel Termination by the Key Management Personnel Termination by the Group Expiry date of the contract Mr A P Carter The notice period is four weeks. The notice period is four weeks. The Group may make a payment in lieu of notice, equal to the notice period. The Group retains the right to terminate the contract immediately in circumstances of misconduct. There are no other termination contracts. Not applicable, rolling contract. Directors’ and executive’s remuneration Short term base emolument Post employment superannuation contributions Leave entitlements movements Total Directors $ $ $ $ Mr A G Rydge 2026 100,446 12,054 - 112,500 2025 97,758 11,242 - 109,000 Mr M E Bleach 2026 88,392 10,608 - 99,000 2025 86,099 9,901 - 96,000 Mr G J Robertson 2026 84,000 15,000 - 99,000 2025 81,000 15,000 - 96,000 Total 2026 272,838 37,662 - 310,500 Total 2025 264,857 36,143 - 301,000 Company Secretary/Chief Financial Officer Mr A P Carter 2026 156,250 18,750 4,772 179,772 2025 152,466 17,534 6,612 176,612 directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 10 directors’ report FOR THE YEAR ENDED 30 JUNE 2026 Remuneration Report (continued) Group’s performance indices The table below sets out the Group’s performance indices in respect of the current year and the previous four years. . 2026 2025 2024 2023 2022 Net profit for year ($000) 41,180 38,807 38,771 37,406 33,757 Dividends (including special) cents per ordinary share# 120^ 113 104 109* 98* Net tangible asset backing before capital gains tax at 30 June $45.82 $48.39 $39.71 $37.15 $36.99 Share price at 30 June $34.75 $36.20 $29.65 $28.11 $28.35 Management Expense Ratio 0.08% 0.08% 0.09% 0.10% 0.09% # Interim, final and special dividends in respect of year ^ Included a special dividend of 2 cents per share * Includes a special dividend of 9 cents in 2023 and 14 cents in 2022 Directors’ equity holdings and transactions The movement during the reporting period in the number of ordinary shares of the Company held, directly, indirectly or beneficially, by each key management person, their spouses and their personally related entities is as follows: Held at Change during year Held at 1 July 2025 1 July 2024 2026 2025 30 June 2026 30 June 2025 Mr A G Rydge 16,084,540 16,084,540 - - 16,084,540 16,084,540 Mr M E Bleach 6,120 6,120 - - 6,120 6,120 Mr G J Robertson 3,500 3,500 - - 3,500 3,500 The 16,084,540 ordinary shares disclosed above as being held directly, indirectly or beneficially by Mr A G Rydge includes 13,351,639 ordinary shares held by Enbeear Pty Limited representing 50.69% of the Company’s issued ordinary shares. End of Remuneration Report
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 11 Directors’ interests The relevant interest of each director in the share capital of the Group, as notified by the directors to the Australian Securities Exchange in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:: Shares held in Carlton Investments Limited Held Directly Other Relevant Interests Aggregate Relevant Interests Ordinary Shares Ordinary Shares Ordinary Shares 2026 2025 2026 2025 2026 2025 Mr A G Rydge 1,214,360 1,214,360 14,852,116 14,852,116 16,066,476 16,066,476 Mr M E Bleach - - 6,120 6,120 6,120 6,120 Mr G J Robertson - - 3,500 3,500 3,500 3,500 None of the directors or entities in which the directors have a beneficial interest in, hold preference shares. Mr Rydge has a non- beneficial interest in 37,941 (2025: 37,941) preference shares by virtue of his directorship of EVT Limited. No options were granted over unissued ordinary shares in the Company to any officer of the Company during or since the end of the financial year and at the date of this report there are no unissued ordinary shares under option. Indemnification of officers The Company has agreed to indemnify the current directors and company secretary of the Company and its controlled entities for all liabilities to another person (other than the Company or a related body corporate) that may arise from their position, except where the liability arises out of conduct involving a lack of good faith. The agreements stipulate that the Company will meet the full amount of any such liabilities, including costs and expenses. No premium has been paid, or agreed to be paid, for insurance against a current or former officer’s or auditor’s liability for legal costs. Non-audit services During the year KPMG, the Company’s auditor, has performed certain other services in addition to its statutory duties. The Directors are satisfied that: (a) the non-audit services provided during the financial year by KPMG as the external auditor were compatible with the general standard of independence for auditors imposed by the Corporations Act 2001; and (b) any non-audit services provided during the financial year by KPMG as the external auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: (i) the nature and scope of any non-audit service provided is reviewed and approved by the Audit and Risk Committee to ensure that they do not adversely affect the integrity and objectivity of the auditor; and (ii) the amount of non-audit fees paid to KPMG in comparison to the amount of audit fees are considered to be within an appropriate threshold to maintain auditor independence. 2026 $ 2025 $ Details of amounts paid to KPMG for audit and non-audit services provided during the year are: Statutory Audit - Audit and review of financial reports 74,041 75,176 Services other than statutory audit - Taxation compliance services 21,266 23,390 95,307 98,566 directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 12 Lead auditor’s independence declaration A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is included after the financial statements. Parent entity financial statements The Group has applied amendments to the Corporations Act 2001 that remove the requirement for the Group to lodge parent entity financial statements. Parent entity financial statements have been replaced by the specific parent entity disclosures detailed in note 6-6 to the consolidated entity’s financial statements. Rounding off The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183 and in accordance with that legislative instrument amounts in the financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. Signed in accordance with a resolution of the Directors at Sydney on 18 August 2026. A G RYDGE AM Director G J ROBERTSON Director directors’ report FOR THE YEAR ENDED 30 JUNE 2026
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 13 consolidated income statement FOR THE YEAR ENDED 30 JUNE 2026 Note 2026 $000 2025 $000 Dividends and distributions received and receivable 2-3 43,403 40,385 Interest income 723 1,217 Operating revenue 44,126 41,602 Administration expenses 2-4 (964) (919) Finance costs 3-4 (12) (12) Profit before income tax expense 43,150 40,671 Income tax expense 2-5 (1,970) (1,864) Profit for the year 41,180 38,807 Basic and diluted earnings per ordinary share 2-1 $1.561 $1.468 The consolidated income statement is to be read in conjunction with the notes to the financial statements set out on pages 18 to 34.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 14 The consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 18 to 34. consolidated statement of comprehensive income FOR THE YEAR ENDED 30 JUNE 2026 2026 $000 2025 $000 Net profit for the year 41,180 38,807 Other comprehensive income Items that will not be reclassified to the income statement in the future: Increase (decrease) in fair value of investments (79,165) 218,580 (Increase) decrease in deferred tax liability relating to change in fair value of investments 28,124 (63,872) Total other comprehensive income/(loss) (51,041) 154,708 Total comprehensive income/(loss) for the year (9,861) 193,515
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 15 consolidated statement of financial position AS AT 30 JUNE 2026 The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 18 to 34. Note 2026 $000 2025 $000 CURRENT ASSETS Cash 6-1 2,893 2,784 Receivables 3-2 3,597 3,583 Investments - term deposits 3-1 14,400 18,000 TOTAL CURRENT ASSETS 20,890 24,367 NON-CURRENT ASSETS Investments - equities 3-1 1,189,325 1,255,395 Deferred tax assets 2-5 40 37 TOTAL NON-CURRENT ASSETS 1,189,365 1,255,432 TOTAL ASSETS 1,210,255 1,279,799 CURRENT LIABILITIES Payables 3-3 116 107 Current tax liabilities 2-5 151 542 TOTAL CURRENT LIABILITIES 267 649 NON-CURRENT LIABILITIES Deferred tax liabilities 2-5 208,860 236,021 Other financial liabilities 3-4 166 166 TOTAL NON-CURRENT LIABILITIES 209,026 236,187 TOTAL LIABILITIES 209,293 236,836 NET ASSETS 1,000,962 1,042,963 EQUITY Share capital 4-1 15,810 17,609 Revaluation reserve 4-1 562,466 613,507 Retained profits 422,686 411,847 TOTAL EQUITY 1,000,962 1,042,963
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 16 Year to 30 June 2026 Share capital $000 Revaluation reserve $000 Retained earnings $000 Total equity $000 Balance as at 1 July 2025 17,609 613,507 411,847 1,042,963 Dividends paid - - (30,341) (30,341) On-market buy-back – consideration paid (1,791) - - (1,791) On-market buy-back – associated costs (8) - - (8) 15,810 613,507 381,506 1,010,823 Profit for the year - - 41,180 41,180 Other comprehensive income: (Decrease) in fair value of investments - (79,165) - (79,165) Decrease in deferred tax liability relating to change in fair value of investments - 28,124 - 28,124 Other comprehensive income - (51,041) - (51,041) Total comprehensive income/(loss) - (51,041) 41,180 (9,861) Balance as at 30 June 2026 15,810 562,466 422,686 1,000,962 Year to 30 June 2025 Share capital $000 Revaluation reserve $000 Retained earnings $000 Total equity $000 Balance as at 1 July 2024 19,336 458,799 401,594 879,729 Dividends paid - - (28,554) (28,554) On-market buy-back – consideration paid (1,728) - - (1,728) On-market buy-back – associated costs 1 - - 1 17,609 458,799 373,040 849,448 Profit for the year - - 38,807 38,807 Other comprehensive income: Increase in fair value of investments - 218,580 - 218,580 (Increase) in deferred tax liability relating to change in fair value of investments - (63,872) - (63,872) Other comprehensive income - 154,708 - 154,708 Total comprehensive income/(loss) - 154,708 38,807 193,515 Balance as at 30 June 2025 17,609 613,507 411,847 1,042,963 consolidated statement of changes in equity FOR THE YEAR ENDED 30 JUNE 2026 The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 18 to 34.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 17 consolidated statement of cash flows FOR THE YEAR ENDED 30 JUNE 2026 Note 2026 $000 2025 $000 CASH FLOWS FROM OPERATING ACTIVITIES Dividends and distributions received 43,360 40,352 Interest received 751 1,269 Cash paid for operating expenses (957) (915) Income tax paid (1,397) (1,308) NET CASH PROVIDED BY OPERATING ACTIVITIES 6-1 41,757 39,398 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital returns and disposal of investments 797 5,909 Payments for acquisition of investments (13,891) (21,086) Term deposits decrease (increase) 3,600 6,000 NET CASH (USED IN) INVESTING ACTIVITIES (9,494) (9,177) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (30,341) (28,554) Finance costs (12) (12) Payment for shares bought back (1,791) (1,728) Costs associated with shares bought back (10) (7) NET CASH (USED IN) FINANCING ACTIVITIES (32,154) (30,301) Net (decrease) in cash held 109 (80) CASH AT BEGINNING OF FINANCIAL YEAR 2,784 2,864 CASH AT END OF FINANCIAL YEAR 6-1 2,893 2,784 The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 18 to 34.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 18 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 1 – BASIS OF PREPARATION 1-1 Reporting Entity Carlton Investments Limited (the Company) is a company domiciled in Australia. The address of the Company’s registered office is Level 15, 478 George Street, Sydney, NSW. The financial report of the Company as at and for the year ended 30 June 2026 comprises the Company and its subsidiaries (collectively referred to as the “Group”). The Group is a for-profit entity and operates predominately in the acquisition and long term holding of shares and units in entities listed on the Australian Securities Exchange and solely within Australia. The financial report was authorised for issue by the Board of Directors on 18 August 2026. 1-2 Basis of preparation (a) Statement of compliance The financial report are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements also comply with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB). (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except that investments in equities have been stated at their fair values at balance date. (c) Functional currency and presentation These consolidated financial statements are presented in Australian dollars which is the Group’s functional currency. The ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183 is applicable to the Group and therefore the amounts in the consolidated financial statements and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. (d) Changes in material accounting policies The accounting policies adopted by the Group are consistent with those adopted during the previous corresponding financial year. (e) New and Revised Accounting Standards New accounting standards and interpretations became mandatory for the current financial year ended 30 June 2026. These new accounting standards and interpretations have not had a material effect on the Group’s consolidated financial statements. There are also new accounting standards, amendments to accounting standards and interpretations, which are not yet mandatory which have not been adopted in preparing these consolidated financial statements. AASB 18 Presentation and Disclosure in Financial Statements AASB 18 will replace AASB 101 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces a number of new requirements including, amongst others, classification and presentation of income and expenses and the disclosure of management-defined performance measurements (MPMs). The Group is still in the process of assessing the impact of the new standard. From an initial assessment, it is not expected that the other new and amended accounting standards and interpretations will have a material effect on the consolidated financial statements of the Group when they are adopted.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 19 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 2 – EARNINGS AND COSTS 2-1 Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is the same as basic EPS as there are no dilutive potential ordinary shares on issue. 2026 2025 Basic and diluted earnings per ordinary share $1.561 $1.468 Reconciliation of earnings used in the calculation of earnings per share: $000 $000 Profit as per the consolidated statement of profit 41,180 38,807 Number Number Weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share 26,375,279 26,426,567 2-2 Timing of recognition of income Revenues from dividends and trust distributions are recognised in the profit or loss when the right to receive those dividends and trust distributions is established, which is the date that the investment trades “ex-dividend”. Interest income comprising interest on short term deposits is recognised as it accrues. Receivables, at year end for these revenue items, are recognised on the same basis. 2-3 Dividends and distributions received and receivable 2026 $000 2025 $000 Dividends and distributions received and receivable Dividends and distributions received and receivable from listed entities: Dividends – ordinary 41,751 39,398 Dividends – special 822 346 Distributions from trusts 830 641 43,403 40,385 Dividends from: Investments held at year end 43,401 40,385 Investments disposed of during the year 2 - 43,403 40,385
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 20 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 2-4 Administration expenses Note 2026 $000 2025 $000 Directors’ fees and employee remuneration 580 556 Auditor’s remuneration 6-5 95 99 Rent and office service charges 31 27 Other administration costs 258 237 964 919 2-5 Income tax Accounting policy Income tax expense comprises current and deferred tax. Current or deferred income tax is recognised in the profit or loss for the year except to the extent that it relates to items recognised through other comprehensive income, when it is recognised in the Revaluation Reserve or directly in equity. Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax, being predominantly capital gains tax, is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets, using tax rates enacted or substantially enacted at the balance date. Deferred tax assets are reviewed at each reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 2026 $000 2025 $000 Income tax expense Prima facie income tax expense calculated at 30% (2025: 30%) on profit before income tax expense 12,945 12,201 Increase (decrease) in income tax expense due to: Imputation gross up on dividends received 4,870 4,552 Franking credits on dividends received (16,234) (15,173) Differences attributed to different tax rates 485 305 Under provision of prior year deferred tax 6 31 (Over) provision of prior year income tax (48) (49) Other adjustments (54) (3) Income tax expense 1,970 1,864 Income tax expense in the statement of profit or loss comprises: Current income tax expense 2,012 1,882 Deferred tax from origination and reversal of timing differences 6 31 Over provision of prior year income tax (48) (49) 1,970 1,864
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 21 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 2-5 Income tax (continued) 2026 $000 2025 $000 Current tax liability Balance at beginning of year 542 606 Income tax paid (1,397) (1,309) Current year’s income tax provision 1,048 1,036 Capital gains tax provision for realised gain in year - 253 Over provision of prior year income tax (42) (44) Balance at end of year 151 542 Deferred tax liability Balance at beginning of year 236,021 171,531 Increase (decrease) in deferred tax liability on change in market value of investments recognised directly in equity (28,125) 63,872 Capital gains tax payable taken to current tax liability - (259) Differences attributed to different tax rates 957 870 Origination and reversal of timing differences 7 7 Balance at end of year 208,860 236,021 Represented by: Capital gains tax on unrealised investment gains 206,119 234,244 Differences attributed to different tax rates 2,670 1,713 Timing differences on recognition of investment income 71 64 208,860 236,021 Deferred tax asset Balance at beginning of year 37 31 Under provision of prior year income tax - 4 Origination and reversal of timing differences 3 2 Balance at end of year 40 37 Represented by: Timing differences for accruals and prepayments 40 37
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 22 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 3 – ASSETS AND LIABILITIES 3-1 Investments Note 2026 $000 2025 $000 Current Term deposits 14,400 18,000 Term deposits are carried at amortised cost. They have been placed with major financial institutions and at 30 June 2026 had remaining maturity periods of 50 to 78 days (2025: 23 to 80 days) at interest rates of 4.98% to 5.05% (2025: 4.04% to 4.75%). The weighted average effective interest rate on term deposits for the year ended 30 June 2026 was 4.24% (2025: 4.88%). Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. Credit risk on term deposits is minimised as deposits are only placed with major Australian financial institutions with acceptable credit ratings determined by a recognised rating agency. Non-Current Investments and equities Shares and units held in listed entities - at fair value 6-10 1,189,325 1,255,395 Shares and units in listed entities are measured at fair value on an ongoing basis. Inputs used to determine fair value are the unadjusted last-sale price, last-bid price and last-sell price quoted on the Australian Securities Exchange at balance date. Fair value is determined at a value within the quoted bid/sell price spread with most investments being valued at the quoted last-sale price. As the inputs used to determine the fair value of shares and units in listed entities are prices quoted in an active market, being the Australian Securities Exchange, values are categorised within Level 1 of the fair value hierarchy of measurement. The Group has made an irrevocable election at the time of initial recognition to present any subsequent change in fair value of shares and units in listed entities as “other comprehensive income”, through the Statement of Comprehensive Income, directly in Equity. Cumulative gains and losses recognised in the revaluation reserve are not transferred to retained earnings on disposal or derecognition of investments. This election has been made as the assets are not considered to be held for trading or held for the shorter-term objective of profit from their sale, instead the assets are held for long-term capital growth and dividend income. Other net gains and losses on realisation of the assets are recognised in other comprehensive income and are never reclassified to profit or loss. During the year to 30 June 2026 investments were acquired by the Group for consideration of $13,891,000 (2025: $21,086,000). Also, during the year, the Group received shares in Southern Cross Media Group, which at the relevant time had a fair value of $126,000. In the prior period no shares were acquired as takeover consideration. Consideration received for all investment disposals during the year was $213,000, including shares received as takeover consideration with a fair value of $126,000. In the prior year, consideration received on all investment disposals totalled $5,324,000. The Group did not receive any shares as takeover consideration in the previous year. Capital Returns of $710,000 were received during the year (2025: $585,000). The group is not directly exposed to interest or currency risk through its equity investments. The only individual, material investment in a listed equity, that is neither a subsidiary nor an interest in an associate or joint venture accounted for using the equity method, is: Name Principal Activities Ownership Carrying Amount Dividends Received 2026 % 2025 % 2026 $000 2025 $000 2026 $000 2025 $000 EVT Limited Entertainment, hospitality, tourism and leisure 18.9 18.9 396,533 512,598 12,315 11,083
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 23 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 3-2 Receivables 2026 $000 2025 $000 Current Dividends, interest and other receivables 3,597 3,583 Timing of recognition of receivables is disclosed in note 2-2. 3-3 Payables Current Other creditors and accruals 116 107 The consolidated entity’s exposure to liquidity risk related to creditors is disclosed in note 5-2. 3-4 Other financial liabilities Non-Current Cumulative preference shares 166 166 82,978 (2025: 82,978) 7% cumulative preference shares fully paid Holders of preference shares are entitled to receive a fixed cumulative preferential dividend at the rate of 7% per annum on capital paid up of $2 per existing preference share. In the event of a winding up of the Company, preference shareholders are entitled to the capital and all arrears of dividends up to the date of the commencement of the winding up to be paid in priority to any payment of capital on the ordinary shares. Holders of preference shares may attend and speak at general meetings but do not have a right to vote except where at the date of the meeting any dividend or part of a dividend is in arrears or on matters which directly or indirectly affect the rights attaching to the preference shares. The preference shares, when issued, were not classified as redeemable. Dividends on these preference shares are recorded as a finance cost for accounting purposes. Final dividend (7 cents per preference share paid on 17 September 2025) 6 6 Interim dividend (7 cents per preference share paid on 23 March 2026) 6 6 12 12 Dividends paid were franked at a tax rate of 30%.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 24 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 4 – SHARE CAPITAL, RESERVES AND DIVIDENDS PAID 4-1 Share capital and reserves 2026 $000 2025 $000 Issued and paid up capital 26,341,773 (2025: 26,393,133) ordinary shares fully paid 15,810 17,609 Movements in ordinary share capital Balance at the beginning of the financial year 17,609 19,336 On-market buy-back – consideration paid (1,791) (1,728) On-market buy-back – associated costs net of tax (8) 1 Balance at the end of the financial year 15,810 17,609 On 14 November 2001 the Company announced an On-market Buy-back of up to 2,500,000 of the Company’s ordinary shares. This Buy-back was varied on 9 April 2024 and completed on 10 October 2025. On 18 December 2025, the Company announced the commencement of a new On-market Buy-back of up to 115,000 of the Company’s ordinary shares. During the year ended 30 June 2026, 51,360 shares (2025: 55,252) were bought-back for a total cost of $1,799,000 (2025: $1,727,000). At 30 June 2026 the cumulative number of shares bought back since 14 November 2001 is 939,514 at a total cost of $15,036,000. The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at shareholders’ meetings. In the event of a winding up of the Company, ordinary shareholders rank after preference shareholders and creditors and are fully entitled to any proceeds of liquidation. Revaluation reserve Revaluation reserve 562,466 613,507 The revaluation reserve comprises the cumulative change in the fair value of equity investments net of the estimated capital gains tax relating thereto.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 25 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 4-2 Dividends The following dividends were declared and paid by the Company: Declared and paid during the year Cents per share Total amount $000 Franked/ unfranked Date of payment 2025 Final – ordinary share 68.0 17,943 Franked 17 September 2025 2026 Interim – ordinary share 47.0 12,398 Franked 23 March 2026 Total 30,341 Franked dividends declared or paid during the year were franked at the tax rate of 30%. Declared after the end of the financial year: Final – ordinary share 71.0 18,703 Franked 21 September 2026 Special – ordinary share 2.0 527 Franked 21 September 2026 Total 73.0 19,230 The financial effect of the final dividend has not been brought to account in the consolidated financial statements for the year ended 30 June 2026 and will be recognised in subsequent consolidated financial statements. 2026 $000 2025 $000 Dividend franking account 30% franking credits available to shareholders of Carlton Investments Limited for subsequent financial years 76,815 76,733 The above available amount is based on the balance of the dividend franking account at year-end adjusted for franking credits that will arise from the payment of the current tax liability. In addition to the above amount, there are franking credits available in subsidiary entities at 30 June 2026 totalling $17,401,000 (2025: $13,070,000). The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance date but not recognised as a liability is to reduce it by $8,244,000 (2025: $7,694,000). 4-3 Capital management The Board manages the Group’s capital base so as to maintain investors’ value, market confidence and to sustain future growth of the Group’s investments. In addition to endeavouring to achieve an increase in the value of capital invested by ordinary shareholders, the Board aims to be able to pay dividends which can be increased over future years. The actual level of dividends payable is dependent upon the level of income the Group receives from its investments. Capital management initiatives undertaken when appropriate from time to time include a share purchase plan, a dividend reinvestment plan and an On-market share buy- backs. The Group’s capital consists of total shareholders’ equity. Changes in the capital base are shown in the Consolidated Statement of Changes in Equity.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 26 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 5 – RISK 5-1 Critical accounting estimates and judgements The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. A deferred tax liability has been recognised, in accordance with the requirements of Accounting Standards, in respect of Capital Gains Tax calculated on the unrealised gains applicable to listed equity investments. It is the intention of Group entities to hold these investments for the long term and not to dispose of them. Accordingly, the deferred tax liability may not be realised at the amount disclosed in the consolidated financial statements and may also be affected by subsequent changes in tax legislation in regard to capital gains. 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 and in any future periods affected. 5-2 Financial risk management The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The risks associated with the Group’s assets fall into three categories, namely, credit risk, liquidity risk and market risk. Market risk includes interest rate risk, currency risk and other price risk. The Group is not currently materially exposed to interest rate risk as its cash and term deposits are short term and for a fixed interest rate. There is no material direct exposure to currency risk as almost all financial assets and liabilities are denominated in Australian dollars. Credit risk Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from investment securities and term deposits. For the Company it arises from receivables due from subsidiaries. The credit risk with respect to term deposits is referred to in note 3-1. None of these assets are considered to be impaired. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another asset. Liquidity risk is not considered a material risk as the only financial liabilities the Group has are for tax payable from time to time to the Australian Taxation Office, administration cost payables and payables for the purchases of investments. Cash flow forecasts are prepared on a monthly basis allowing for dividends and interest to be received, movements in term deposits, investments to be purchased, dividends to be paid and other outgoings. If the level of dividends or interest to be received were to reduce significantly, the Group can reduce its planned acquisition of investments so that adequate liquid funds are available to meet any liabilities. Investments in listed entities could readily be sold on the Australian Securities Exchange to generate any required funds. Market risk Market risk is the risk that changes in market prices will affect the fair value of Group’s holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst optimising the return. As the Group invests in equities listed on the Australian Securities Exchange, there will always be a market risk as the market price of these equities will always fluctuate. Equity investments represent 98.3% of the Group’s total assets at 30 June 2026 (2025: 98.1%). A general fall in market prices of 5% or 10%, if spread equally over all assets in the investment portfolio at 30 June 2026, would lead to a reduction in Group’s equity of $43,440,000 and $86,884,000 respectively, at a tax rate 30%, (2025: $30,642,000 and $76,309,000). A major part of the Group’s income consists of dividends and distributions received from its investments. The level of these dividends and distributions fluctuates depending on the profits earned by the entities in which investments are held. There is a risk that if there was to be a downturn in the economy, the level of these profits will fall and consequently may affect dividends and distributions received. The portfolio of listed equity investments is spread over a number of industry sectors so as to reduce the market risk of a major fall in a particular sector. Details of the investments held and the relevant industry sectors are included in note 6-10.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 27 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 SECTION 6 – OTHER INFORMATION 6-1 Cash flow information (i) Reconciliation of cash For the purposes of the Statements of Cash Flows, cash comprises of cash on hand and at call bank deposits with original maturities of six months or less. Cash at the end of the financial year as shown on the Statements of Cash Flows is reconciled to the items in the consolidated statement of financial position as follows: 2026 $000 2025 $000 Cash 2,893 2,784 (ii) Reconciliation of profit after income tax to net cash provided by operating activities Profit for the year as per the consolidated statement of profit or loss 41,180 38,807 Finance costs 12 12 Net cash provided by operating activities before changes in assets and liabilities 41,192 38,819 (Decrease) in current tax payable (138) (111) Increase in deferred income tax 711 666 Increase in other creditors and provisions 7 4 Decrease/(increase) in receivables (15) 20 Net cash provided by operating activities 41,757 39,398 6-2 Related parties (a) Ultimate controlling party The relationship with the ultimate controlling party of the Company, Enbeear Pty Limited, has been disclosed in the Remuneration Report within the Directors’ Report. (b) Key management personnel compensation Directors and the company secretary/chief financial officer do not receive any bonuses, non-cash benefits or the granting of options over shares in the Company. Their only remuneration is by way of fees and salary respectively, together with the Superannuation Guarantee levy The key management personnel compensation comprised: 2026 $ 2025 $ Short-term employee benefits 433,860 423,935 Post-employment benefits 56,412 53,677 490,272 477,612 Apart from details disclosed in this note, no director has entered into a material contract with the Company or the Group since the end of the previous financial year, and there were no material contracts involving directors’ interests existing at 30 June 2026.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 28 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-2 Related parties (continued) (c) Other related party transactions in respect of the Company Investments in controlled entities Class of Share Interest Held 2026 % 2025 % Controlled Entities Carlton Hotel Limited Preference 100 100 Carlton Hotel Limited Ordinary 100 100 Eneber Investment Company Limited Ordinary 100 100 The Manly Hotels Pty Limited Ordinary 100 100 Amounts receivable from controlled entities The Company 2026 $000 2025 $000 Inter-Company loans receivable Non-Current 258,179 260,306 The amounts due to the Company are non-interest bearing and are at call. Receipt of payment is not expected within twelve months and therefore the balance due is disclosed as non-current in the parent entity disclosure in note 6-6. Carlton Investments Limited has undertaken not to require repayment of all or part of the amounts owing to it by the controlled entities before 31 July 2030 if repayment would result in the controlled entities not having sufficient funds to pay their other debts as and when they fall due. EVT Limited - Rent of premises Mr A G Rydge is a director of EVT Limited, and the Company is a significant shareholder of EVT Limited. Rent and office service charges totalling $30,783 (2025: $27,389) are paid to entities which are controlled by EVT Limited. Rent and office service charges are paid monthly at commercial rates. Management fees The Company provided accounting, administrative and other services during the year to its controlled entities for a management fee of $1,084,000 (2025: $1,008,000). The management fees are determined using costs incurred by the Company, plus a mark-up of 10%, and are apportioned between each controlled entity based upon investment portfolio market values. These management fees are eliminated on group consolidation. Transactions eliminated on consolidation The balances and effects of transactions between controlled entities have been eliminated in the consolidated financial statements. 6-3 Financing facilities The Company has not negotiated any financing facilities. 6-4 Investment transactions The total number of transactions in securities that occurred during the financial year was 19 (2025: 42). The total brokerage paid on these transactions was $42,587 (2025: $52,187).
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 29 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-5 Auditor’s remuneration 2026 $ 2025 $ Amounts paid or due and payable for: Audit services: KPMG Audit and review of financial reports 74,041 75,176 Other services: KPMG Taxation services - Compliance 21,266 23,390 95,307 98,566 6-6 Parent entity disclosures As at, and throughout, the financial year ended 30 June 2026 the parent entity of the Group was Carlton Investments Limited. 2026 2025 $000 $000 Result of Parent Entity Profit for the year 30,110 30,107 Other comprehensive income - - Total comprehensive income for the year 30,110 30,107 Financial position of parent entity at year end Current assets 2,895 2,786 Total assets 266,590 268,604 Current liabilities 165 150 Total liabilities 332 316 Net assets 266,258 268,288 Total equity of parent entity comprising of: Share capital 15,810 17,609 Retained profits 250,448 250,679 Total equity 266,258 268,288 The parent entity has no contingent liabilities or capital commitments. Details of guarantees entered into by the parent entity in relation to debts of its subsidiaries are detailed in note 6-8. 6-7 Operating segments The Group has assessed that it has 1 reportable segment based on the financial information which is reviewed by the Board. The disclosures made in the financial statements therefore equally apply to those of the reportable segment. The reportable segment operates only in Australia investing predominantly in Australian listed securities, with no material revenue or assets attributed to foreign countries. The reportable segment has revenue from transactions with single external parties, being dividends received which represents more than 10% of Group revenue. These are disclosed in Note 3-1.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 30 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-8 Deed of cross guarantee Pursuant to ASIC Corporations (Wholly Owned Companies) Instrument 2016/785, the wholly owned controlled entities named below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial statements and directors’ reports. It is a condition of the Class Order that the Company and each of the controlled entities enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the controlled entities under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities have also given similar guarantees in the event that the Company is wound up. The controlled entities subject to the Deed are Carlton Hotel Limited, The Manly Hotels Pty Limited and Eneber Investment Company Limited. There are no controlled entities that are not party to the Deed. The consolidated income statement, the consolidated statement of comprehensive income and the consolidated statement of financial position, comprising the Company and controlled entities which are party to the Deed, after eliminating all transactions between those entities at 30 June 2026, are set out on pages 13, 14 and 15 of the financial statements. 6-9 Events subsequent to reporting date For final dividends declared after 30 June 2026 refer note 4-2.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 31 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-10 Investments in listed equities valued at fair value through other comprehensive income 2026 2025 GICS SECTOR / Industry No of shares or units $000 % No of shares or units $000 % COMMUNICATION SERVICES Media & Entertainment EVT Limited 30,786,687 396,533 30,786,687 512,598 Southern Cross Media Group Limited 161,408 82 - - Nine Entertainment Co Holdings Limited 72,540 64 72,540 118 NZME Limited 29,630 26 29,630 31 ARN Media Limited 41,027 10 41,027 19 Domain Holdings Australia Limited - - 20,000 88 Seven West Media Limited - - 1,040,000 151 396,715 33.36 513,005 40.86 Telecommunication Services Telstra Group Limited 5,567,600 28,283 2.38 5,362,600 25,955 2.07 424,998 35.74 538,960 42.93 FINANCIALS Banks Commonwealth Bank of Australia 573,183 94,357 573,183 105,896 National Australia Bank Limited 2,201,067 83,332 2,201,067 86,634 Westpac Banking Corporation 1,842,993 64,892 1,816,993 61,523 ANZ Group Holdings Limited 1,186,352 41,938 1,186,352 34,594 Bank of Queensland Limited 2,129,338 13,436 2,129,338 16,566 Bendigo and Adelaide Bank Limited 1,213,447 12,802 1,117,147 14,121 310,757 26.13 319,334 25.44 Financial Services Gowing Bros Limited 4,701,144 10,248 4,701,144 10,295 Macquarie Group Limited 30,061 7,524 30,061 6,876 Perpetual Limited 435,588 6,752 435,588 7,867 Washington H Soul Pattinson & Company Limited 111,605 5,151 111,605 4,689 ASX Limited 55,916 2,981 55,916 3,901 Australian United Investments Limited 210,938 2,367 210,938 2,320 WAM Capital Limited 1,322,000 1,963 1,322,000 2,042 Australian Foundation Investment Company Limited 245,167 1,728 245,167 1,802 Challenger Limited 60,451 604 60,451 488 AMP Limited 170,000 273 170,000 214 Argo Investments Limited 18,118 168 18,118 166 39,759 3.34 40,660 3.24 Insurance Suncorp Group Limited 165,505 3,193 194,459 3,577 Medibank Private Limited 432,322 2,149 432,322 2,183 5,342 0.45 5,760 0.46 355,858 29.92 365,754 29.14
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 32 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-10 Investments in listed equities valued at fair value through other comprehensive income (continued) 2026 2025 GICS SECTOR / Industry No of shares or units $000 % No of shares or units $000 % MATERIALS Materials BHP Group Limited 972,096 57,742 972,096 35,725 Rio Tinto Limited 168,129 29,004 160,860 17,233 James Hardie Industries plc 625,362 23,883 625,362 26,078 Fortescue Limited 938,000 17,963 938,000 14,333 Bluescope Steel Limited 471,711 15,033 471,711 10,901 Orica Limited 543,658 12,874 543,658 10,596 Amcor plc 186,026 11,638 886,633 12,590 South32 Limited 2,309,446 9,007 2,309,446 6,720 Deterra Royalties Limited 888,308 4,175 768,308 2,889 Sims Limited 100,000 2,756 100,000 1,534 Orora Limited 1,258,507 1,743 1,258,507 2,379 Iluka Resources Limited 164,057 1,160 164,057 623 Fletcher Building Limited 298,415 827 298,415 806 Dyno Noble Limited 187,000 733 187,000 503 Newmont Corporation 3,404 458 3,404 297 188,996 15.89 143,207 11.40 CONSUMER DISCRETIONARY Consumer Discretionary Distribution & Retail Wesfarmers Limited 609,410 55,091 609,410 51,647 Super Retail Group Limited 211,269 2,785 70,448 1,003 JB Hi-Fi Limited 22,500 1,811 22,500 2,483 Harvey Norman Holdings Limited 220,000 1,060 - - 60,747 5.11 55,133 4.39 Consumer Services The Lottery Corporation Limited 776,541 4,473 776,541 4,139 Tabcorp Holdings Limited 776,541 648 776,541 555 Coast Entertainment Holdings Limited 386,224 174 386,224 147 The Star Entertainment Group Limited 590,400 54 590,400 80 G8 Education Limited 361,000 51 361,000 426 5,400 0.45 5,347 0.43 66,147 5.56 60,480 4.82 UTILITIES Utilities Origin Energy Limited 1,647,989 18,095 1,647,989 17,782 AGL Energy Limited 1,842,917 15,388 1,627,757 15,838 APA Group 967,085 9,806 967,085 7,901 43,289 3.64 41,521 3.31 ENERGY Oil, Gas & Consumable Fuels Woodside Energy Group Limited 493,383 13,918 493,383 11,659 Santos Limited 1,890,352 13,629 1,732,352 13,270 Ampol Limited 173,700 5,715 155,500 4,471 Whitehaven Coal Limited 370,000 2,823 370,000 2,009 36,085 3.03 31,409 2.50
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 33 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-10 Investments in listed equities valued at fair value through other comprehensive income (continued) 2026 2025 GICS SECTOR / Industry No of shares or units $000 % No of shares or units $000 % CONSUMER STAPLES Consumer Staples Distribution & Retail Coles Group Limited 609,410 14,851 609,410 12,700 Woolworths Group Limited 173,000 6,925 173,000 5,382 Metcash Limited 788,500 2,326 615,000 2,405 Endeavour Group Limited 345,000 1,121 345,000 1,383 Graincorp Limited 112,000 550 112,000 871 25,773 2.17 22,741 1.81 Food, Beverage & Tobacco Elders Limited 328,100 1,686 150,100 946 Treasury Wine Estates Limited 274,795 1,308 274,795 2,146 Inghams Group Limited 280,000 577 280,000 994 3,571 0.30 4,086 0.33 29,344 2.47 26,827 2.14 INDUSTRIALS Capital Goods SGH Limited 229,883 10,722 229,883 12,430 Ventia Services Group Limited 240,000 1,486 240,000 1,243 12,208 1.03 13,673 1.09 Commercial & Professional Services IPH Limited 1,198,345 4,626 1,055,345 4,833 Brambles Limited 78,758 1,534 78,758 1,845 Computershare Limited 22,273 853 22,273 888 Left Field Printing Group Limited 9,072 1 9,072 1 7,014 0.59 7,567 0.60 Transportation Transurban Group 235,595 3,388 235,595 3,294 Dalrymple Bay Infrastructure Limited 257,711 1,482 257,711 1,095 Aurizon Holdings Limited 325,000 1,358 325,000 985 Atlas Arteria 131,776 672 131,776 671 6,900 0.58 6,045 0.48 26,122 2.20 27,285 2.17 HEALTH CARE Health Care Equipment & Services Ansell Limited 224,191 7,116 224,191 6,791 Sonic Healthcare Limited 187,970 3,912 144,970 3,884 Ramsay Health Care Limited 24,480 1,077 24,480 898 Resmed Inc 31,000 895 31,000 1,220 Regis Healthcare Limited 113,000 733 113,000 886 Healius Limited 408,037 159 408,037 320 13,892 1.17 13,999 1.12
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 34 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2026 6-10 Investments in listed equities valued at fair value through other comprehensive income (continued) 2026 2025 SECTOR No of shares or units $000 % No of shares or units $000 % REAL ESTATE Real Estate Management & Development Lendlease Group 498,039 1,609 498,039 2,679 PEXA Group Limited 27,526 283 27,526 374 1,892 0.16 3,053 0.24 Equity Real Estate Investment Trusts Mirvac Group 426,575 734 426,575 938 Cromwell Property Group 1,302,253 566 1,302,253 443 Stockland 96,053 392 96,053 515 1,692 0.14 1,896 0.15 3,584 0.30 4,949 0.39 INFORMATION TECHNOLOGY Software & Services NextDC Limited 69,265 1,010 0.08 69,265 1,004 0.08 TOTAL 1,189,325 100.00 1,255,395 100.00
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 35 consolidated entity disclosure statement AS AT 30 JUNE 2026 Name of Entity Body corporate, partnership or trust Trustee, partner or participant in JV Place incorporated / formed % of share capital held Australian resident or foreign resident Foreign jurisdiction(s) of foreign resident Carlton Investments Limited Body Corporate N/a Australia N/a Australian N/a Carlton Hotel Limited Body Corporate N/a Australia 100% Australian N/a Eneber Investment Company Limited Body Corporate N/a Australia 100% Australian N/a The Manly Hotels Pty Limited Body Corporate N/a Australia 100% Australian N/a Basis of Preparation – Key Assumptions Determination of Tax Residency Section 295 (3A) of the Corporation Acts 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, “Australian resident” has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 36 declarations DIRECTORS’ DECLARATION 1. In the opinion of the Directors of Carlton Investments Limited (“the Company”): (a) the consolidated financial statements and notes that are set out on pages 15 to 34, and the Remuneration Report on pages 8 to 10 in the Directors’ Report, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the consolidated entity disclosure statement as at 30 June 2026 on page 35 is true and correct. (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. There are reasonable grounds to believe that the Company and the Group entities identified in note 6-2 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those Group entities pursuant to ASIC Corporations (Wholly Owned Companies) Instrument 2016/785. 3. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief financial officer for the financial year ended 30 June 2026. 4. The directors draw attention to note 1-2 to the consolidated financial statements, which include a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: A G RYDGE AM Director Dated at Sydney 18 August 2026 G J ROBERTSON Director
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 37 Independent Auditor’s Report To the shareholders of Carlton Investments Limited Opinion Report on the audit of the Financial Report Basis for opinion We have audited the Financial Report of Carlton Investments Limited (the Company). In our opinion, the accompanying Financial Report of the Company giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated statement of financial position as at 30 June 2026; • Consolidated income statement, Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; • Consolidated entity disclosure statement and accompanying basis of preparation as at 30 June 2026; • Notes including material accounting policies; and • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. This matter was addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. Key Audit Matters KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 38 Valuation, rights and existence of listed equity investments ($1,189,325,000) Refer to Note 3-1 to the Financial Report The key audit matter How the matter was addressed in our audit Valuation, rights and existence of investments in listed equities is a key audit matter due to: • Size of the Group’s portfolio of listed equities. These investments represented 98% of the Group’s total assets at year end; and • Importance of the performance of these investments in driving the Group’s operating revenue and capital performance, as reported in the Financial Report. As a result, this was the area with the greatest effect on our overall audit strategy and allocation of resources in planning and performing the audit. Our procedures included: • We assessed the appropriateness of the accounting policies applied by the Group, including those relevant to the fair value of investments, against the requirements of the accounting standards; • We checked the rights to and existence of investments, being the ownership and quantity held, by performing external independent confirmation with share registries or obtaining external share registry electronic records as at 30 June 2026; • We checked the valuation of investments, as recorded in the general ledger, to externally quoted market prices from relevant stock exchanges on 30 June 2026; and • We evaluated the Group’s disclosures of investments, using our understanding obtained from our testing, against the requirements of the accounting standards. Other Information Other Information is financial and non-financial information in Carlton Investments Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001; • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement, whether due to fraud or error; and • assessing the Group’s and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 39 Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/admin/file/content102/c3/ar1_2024.pdf This description forms part of our Auditor’s Report. Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Carlton Investments Limited for the year ended 30 June 2026, complies with Section 300A of the Corporations Act 2001. Director’s responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 11 to 12 of the Directors’ report for the year ended 30 June 2026. Our responsibility is to express an opinion as to whether the Remuneration Report complies in all material respects with Section 300A of the Corporations Act 2001, based on our audit conducted David Kells Partner Sydney, Australia 18 August 2026 KPMG
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 40 KPMG LEAD AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 To the Directors of Carlton Investments Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Carlton Investments Limited for the financial year ended 30 June 2026 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. David Kells Partner Sydney, Australia 18 August 2026 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 41 DETAILS OF SHAREHOLDINGS AS AT 18 AUGUST 2026 securities exchange requirements FOR THE YEAR ENDED 30 JUNE 2026 SHAREHOLDERS SHAREHOLDERS (Ordinary Shares) (7% Cumulative Preference Shares) VOTING RIGHTS: VOTING RIGHTS: 1 Vote for each Ordinary Shareholder Restricted - Subject to Article 9 POLL: One vote for each fully paid ordinary share held SUBSTANTIAL SHAREHOLDERS - ORDINARY SHARES Enbeear Pty Limited 16,066,476* * Includes associates’ holdings SUBSTANTIAL SHAREHOLDERS - PREFERENCE SHARES Event Hospitality & Entertainment Limited 37,941 DISTRIBUTION OF SHAREHOLDERS Category Ordinary No. of Shareholders No. of Shares 1 – 1,000 1,015 401,130 1,001 – 5,000 819 2,040,169 5,001 – 10,000 163 1,160,773 10,001 – 100,000 167 3,948,462 100,001 & Over 18 18,791,239 2,182 26,341,773 Number of Ordinary Shareholders holding less than a marketable parcel 95 Category Preference No. of Shareholders No. of Shares 1 – 1,000 29 7,584 1,001 – 5,000 4 6,327 5,001 – 10,000 3 18,610 10,001 & Over 2 50,457 38 82,978 Number of Preference Shareholders holding less than a marketable parcel 18
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 42 DETAILS OF SHAREHOLDINGS (continued) AS AT 18 AUGUST 2026 securities exchange requirements FOR THE YEAR ENDED 30 JUNE 2026 TWENTY LARGEST ORDINARY SHAREHOLDERS No. of shares held % of capital held 1 ENBEEAR PTY LIMITED 13,351,639 50.69 2 ALPHOEB PTY LIMITED 1,415,231 5.37 3 ALAN GRAHAM RYDGE 1,214,360 4.61 4 CITICORP NOMINEES PTY LIMITED 734,144 2.79 5 T N PHILLIPS INVESTMENTS PTY LTD 245,000 0.93 6 RAVENSCOURT PROPRIETARY LIMITED 210,067 0.80 7 GOWING BROS LIMITED 206,224 0.78 8 CHARLES & CORNELIA GOODE FOUNDATION PTY LTD <CCG FOUNDATION A/C> 190,000 0.72 9 MARLEN PTY LTD 176,785 0.67 10 A J DIXON PTY LTD <SUPER FUND A/C> 143,000 0.54 11 MR DARYL ALBERT DIXON + MRS KATHARINE DIXON 131,950 0.50 12 MIRRABOOKA INVESTMENTS LIMITED 128,810 0.49 13 BOND STREET CUSTODIANS LIMITED <BKOLE2 - Y05342 A/C> 120,190 0.46 14 DECERNA PTY LTD 111,485 0.42 15 BOND STREET CUSTODIANS LIMITED <BKOLE1 - Y02561 A/C> 106,766 0.41 16 MR GEOFFREY EDMUND HEELEY 102,023 0.39 17 MR JOHN NASH PHILLIPS 102,000 0.39 18 MYTHIA PTY LTD <MYTHIA FAMILY A/C> 101,565 0.39 19 ACN 009 757 948 PTY LTD 97,134 0.37 20 MR ROBERT SAUNDERSON HAMILTON 96,523 0.37 18,984,896 72.07 Issued Ordinary Shares 26,341,773 TWENTY LARGEST PREFERENCE SHAREHOLDERS No. of shares held % of capital held 1 EVENT HOSPITALITY AND ENTERTAINMENT LTD 37,941 45.72 2 MR IAN MORTON + MRS DEBORAH MORTON <DEBIAN SUPER FUND A/C> 12,516 15.08 3 MR ALEXANDER JAMES GREEN 6,854 8.26 4 WILCORP NO 41 PTY LIMITED 6,010 7.24 5 WINPAR HOLDINGS LIMITED 5,746 6.92 6 MR WILLIAM ROBERT CAMERON 2,127 2.56 7 SEVEN BOB INVESTMENTS PTY LTD <R F CAMERON SUPER FUND A/C> 1,700 2.05 8 MR ANDREW DOUGLAS CAMERON 1,300 1.57 9 MR JAMES PAUL LAMPROGLOU 1,200 1.45 10 DR GORDON BRADLEY ELKINGTON 1,000 1.21 11 MS ANN HEATHER TURNER 834 1.01 12 MS JUDITH MARGARET FITZHARRIS 833 1.00 13 MS KATHERINE VICTORIA MAY CAMERON 750 0.90 14 MRS MILLY ELKINGTON 585 0.71 15 DOREEN ELIZABETH CRAWLEY 534 0.64 16 MRS NICOLE LUCETTE LUKINS 466 0.56 17 JML HOLDING COMPANY PTY LTD <LIT CAPITAL A/C> 415 0.50 18 MR JOHN EDWARD GOWING 300 0.36 19 MR IAN EDWARD MORTON 300 0.36 20 ESTATE LATE IRENE MADIGAN 232 0.28 81,643 98.39 Issued Preference Shares 82,978
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CARLTON INVESTMENTS LIMITED AND ITS CONTROLLED ENTITIES • ANNUAL REPORT 2026 43 Date Dividend Dividend rate Franking % 26/09/2016 Cash Dividend $0.68 100 26/09/2016 Cash Dividend – special $0.07 100 20/03/2017 Cash Dividend $0.48 100 25/09/2017 Cash Dividend $0.68 100 20/03/2018 Cash Dividend $0.51 10 24/09/2018 Cash Dividend $0.70 100 25/03/2019 Cash Dividend $0.55 100 23/09/2019 Cash Dividend $0.70 100 23/09/2019 Cash Dividend – special $0.08 100 23/03/2020 Cash Dividend $0.55 100 21/09/2020 Cash Dividend $0.56 100 22/03/2021 Cash Dividend $0.26 100 20/09/2021 Cash Dividend $0.41 100 21/03/2022 Cash Dividend $0.40 100 19/09/2022 Cash Dividend $0.44 100 19/09/2022 Cash Dividend - special $0.14 100 20/03/2023 Cash Dividend $0.40 100 20/03/2023 Cash Dividend - special $0.09 100 18/09/2023 Cash Dividend $0.60 100 18/03/2024 Cash Dividend $0.41 100 16/09/2024 Cash Dividend $0.63 100 24/03/2025 Cash Dividend $0.45 100 17/09/2025 Cash Dividend $0.68 100 23/03/2026 Cash Dividend $0.47 100 21/09/2026 Cash Dividend $0.71 100 21/09/2026 Cash Dividend - special $0.02 100 ordinary dividends SINCE 1 JULY 2016
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Carlton Investments Limited ABN 85 000 020 262 Level 15, 478 George Street, Sydney NSW 2000 Telephone: (02) 9373 6732. Email: info@carltoninvestments.com.au Website: www.carltoninvestments.com.au